KIMBERLY CLARK CORP KMB

56% shingled-prose overlap between the two filings.

2025: 51,696 chars · 2026: 52,614 chars

• Committee Report:90% overlap (3,811 → 3,811 chars)
• Pay Ratio (Item 402(u)):64% overlap (25,638 → 26,848 chars)
• Say-on-Pay proposal:50% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis is intended to provide investors with an understanding of our compensation policies and decisions regarding 2025 2024compensation for our named executive officers.
• changedFor 2025, 2024,our named executive officers are:
• changedHsuChairman of the Board and Chief Executive OfficerNelson UrdanetaSenior Vice President and Chief Financial OfficerRussell TorresPresident OfficerJeffreyMelucciChiefBusiness,Strategyand Chief Operating TransformationOfficerZackery HicksChief Digital and Technology OfficerJeffrey MelucciChief Strategy, Business Development and Administrative Officer OfficerRussellTorresPresident,NorthAmerica
• newOn May 1, 2025, Mr. Torres was promoted to President and Chief Operating Officer.
• newHe is responsible for the day-to-day operations of our business segments, along with our global growth, innovation, digital and technology, and supply chain functions.
• changedPrior to such date, he October1,2024,Mr.Torresserved as GroupPresident, K-CNorth America and was responsible for our consumer business and our professional business in North America.
• newOn May 1, 2025, Mr. Melucci’s title was changed to Chief Strategy, Business Development and Administrative Officer to better reflect his responsibilities.
• newHe is responsible for our strategy, business development and other core corporate affairs and functions.
• newPrior to such date, he served as Chief Business, Strategy and Transformation Officer.
• changed2025 2024Performance and Pay Decisions
• changedBased on 2025 2024performance, the Committee concluded that:
• new•management did not achieve its financial targets for 2025, mostly due to a more challenging macro environment, pricing pressures, and higher input cost inflation including tariffs.
• changed•management nevertheless continued continuesto make good progress executing our strategies for our long-term success, including:
• new•aligning our portfolio, including the execution of pending agreements to acquire Kenvue and to transfer our IFP business to a joint venture with Suzano,
• changed•continuing execution of •launchingour 2024 transformation initiative to realign andrealigningour structure to streamline our global supply chain and improve the efficiency of our corporate and regional overhead cost structures,
• changed•allocating capital in stockholder-friendly ways, increasing the annual dividend by 3.3 3.4percent, and returning approximately $1.8 $2.6billion to stockholders through dividends and share repurchases.
• new502026 Proxy Statement
• newPerformance Measure2025 Results2025 TargetOrganic sales growth*1.1%2.5%Adjusted EPS**$7.37 $7.56
• changedSee “2025 “2024Performance Goals, Performance Assessments and Payouts” for additional information on how we use these measures to promote our pay-for-performance culture.
• new** Adjusted EPS for 2025 (as included in our fourth quarter 2025 earnings release) included certain adjustments to our GAAP diluted earnings per share that are discussed further in Appendix A.
• newFor purposes of the annual incentive program, the Committee excluded the impact of pausing depreciation and amortization (“D&A”) expense for our IFP business reported as discontinued operations on these full-year performance metrics, as this pause was due to accounting requirements and was not comprehended in the 2025 target amount.
• newFor our additional corporate non-financial strategic performance goals, actual results against the targets resulted in a 70 percent payout for our market share goal and 100 percent payout for our enabling our purpose goal.
• changedBased on our performance, the Committee concluded that management did not achieve exceededits financial or non-financial targets for 2025. 2024intheaggregateandachieveditsnon-financialtargets.
• changedAccordingly, the Committee approved annual cash incentives for 2025 2024at the calculated payout amounts, which were below abovethe target amounts, including an incentive payout for the CEO at 61 125percent of his target payment amount.
• changedThe Committee evaluated the results of the three-year performance period for the performance-based restricted share units that were granted in 2023. 2022.
• changedBased on these results, the Committee determined that we met exceededour maximumperformance goal goalsfor bothorganic sales growth and exceeded our maximum performance goal for modified free cash flow.
• changedAs a result, the payout percentage for the share units was 150 200percent of target.
• changedConsistent with that objective, at-risk compensation constituted a significant portion of our named executive officers’ direct annual compensation targets for 2025. 2024.
• changedAlso, to further align the financial interests of our executives with those of our stockholders, a majority of our executives’ target direct compensation for 2025 2024was equity based.
• new2026 Proxy Statement51
• changedCommittee Consideration of 2025 2024Stockholder Advisory Vote
• changedAt our 2025 2024Annual Meeting, our executive compensation program received the support of approximately 92% 90%of shares represented at the meeting.The Committee has considered the results of this vote and views this outcome as evidence of stockholder support of its executive compensation decisions and policies.
• changedAccordingly, we continued our general approach to compensation for 2026, 2025,specifically our pay-for-performance philosophy and our efforts to attract, retain, and motivate our executives.
• new522026 Proxy Statement
• new2026 Proxy Statement53
• changedComponentObjectivesPurposeBase salaryQuality of Talent & RetentionProvide TalentProvideannual cash income based on:•level of responsibility, skills, experience, and performance•comparison to market pay informationAnnual cashincentivePay-for-PerformanceMotivate and reward achievement of the following annual performance goals:•corporate key financial goals•other corporate non-financial strategic performance goals•performance of the operational business unit of the individual, as applicableLong-term equityincentiveStockholder AlignmentFocus on Long-Term SuccessPay-for-PerformanceQuality of Talent & RetentionProvide an incentive to deliver stockholder value and to achieve our long-term objectives, through annual awards of:•performance-based restricted share units•time-vested restricted share unitsAdditional time-vested restricted share units may be granted from time to time for recruiting, retention, or other purposesRetirement benefitsQuality of Talent & RetentionProvide TalentProvidecompetitive retirement plan benefits through 401(k) plan and other defined contribution plansPerquisitesQuality of Talent & RetentionProvide TalentProvideminimal additional benefitsPost-terminationcompensation(severance andchange of control)Quality of Talent & RetentionEncourage attraction and retention of executives critical to our long-term success and competitiveness:•Severance Pay Plan, which provides eligible employees, including executives, payments and benefits in the event of certain involuntary terminations•Executive Severance Program, which provides eligible employees, including executives, payments in the event of a qualified separation of service following a change of control
• new542026 Proxy Statement
• changedThis section describes how the Committee thinks about annual compensation and the processes that it followed in setting 2025 2024target annual compensation for our named executive officers.
• changedIn setting 2025 2024compensation for our executive officers, including our CEO, the Committee focused on direct annual compensation, which consists of annual cash compensation (base salary and annual cash incentive) and long-term equity incentive compensation (performance-based restricted share units and time-vested restricted share units).
• changedIn 2025, 2024,the Committee used the following peer group that contains consumer goods and business-to-business companies of a similar size against whom we compete for talent:
• changed2025 2024Executive Compensation Peer Group3MHersheyMondelēz InternationalCampbell SoupHoneywell InternationalNewell BrandsCloroxJ.M.
• changedIn Forpurposesofsetting executivecompensation for 2025, the Committee did not make any changes to the peer group used in 2024.
• newFor purposes of setting executive compensation for 2026, the Committee removed Honeywell in light of its planned separation into three companies, and removed Kellanova in light of its acquisition by Mars, Incorporated.
• new2026 Proxy Statement55
• changedDirect Annual Compensation Targets for 2025 2024
• changedConsistent with its focus on direct annual compensation, the Committee approved 2025 2024direct annual compensation targets for each of our named executive officers.
• changedThe Committee believes that these target amounts, which formed the basis for the Committee’s compensation decisions for 2025, 2024,were appropriate and consistent with our executive compensation objectives:
• newName2025 Direct Annual Compensation Target ($)Michael D.
• newHsu15,625,000 Nelson Urdaneta5,360,000 Russell Torres6,493,750 Zackery Hicks5,100,000 Jeffrey Melucci5,079,900
• changedThese 2025 2024direct annual compensation target amounts differ from the amounts set forth in the Summary Compensation Table primarily in primarilythe following ways:
• changedSee “Executive Compensation for 2025 2024– Base Salary.”
• changed•Annual cash incentive compensation is included at the target level, while the Summary Compensation Table reflects the actual amount earned for 2025. 2024.
• new562026 Proxy Statement
• changedExecutive Compensation for 2025 2024
• changedTo help achieve the objectives discussed above, our executive compensation program for 2025 2024consists of fixed and performance-based components, as well as short-term and long-term components.
• changedIn 2025, 2024,the Committee approved the following base salaries for our named executive officers:
• newName2025 Base Salary ($)Increase in 2025Michael D.
• newHsu1,500,000 —%Nelson Urdaneta930,000 3.3%Russell Torres975,000 8.3%Zackery Hicks1,050,000 2.9%Jeffrey Melucci919,000 2.1%
• changedThe increases for Mr. Urdaneta, HsuandMr. Hicks of1.0and Mr. Melucci from 2024 2.0percent,respectively,are consistent with the annual merit increases provided to all employees.
• newThe Committee increased Mr. Torres’ base salary upon his promotion to President and Chief Operating Officer effective May 1, 2025.
• new2025 Targets
• new2026 Proxy Statement57
• changedTarget Payment Amounts for 2025 2024Annual Cash Incentive Program
• newHsu175%Nelson Urdaneta100%Russell Torres125%Zackery Hicks100%Jeffrey Melucci110%
• newThe Committee increased Mr. Torres’ target by 25 percentage points from 2024 upon his promotion to President and Chief Operating Officer effective May 1, 2025.
• changed2025 2024Performance Goals, Performance Assessments and Payouts
• newAs shown in the table below, for 2025 the Committee established goals for two different performance elements for the Named Executive Officers.
• changedAnnual Cash Incentive Program 2025 2024Performance Goals and Weights
• newMichael D.Hsu(CEO)Nelson Urdaneta(CFO)Russell Torres(COO)*Zackery Hicks(Chief Digital Officer)Jeffrey Melucci(Strategy, Bus.
• newDev.
• new& Admin.)ELEMENT 1Corporate key financial goalsELEMENT 2Additional corporate non-financial strategic performance goals
• new* Graph reflects Mr. Torres’ role as President and Chief Operating Officer for the eight months from May to December 2025.
• newPrior to that, Mr. Torres served as President, North America until May 1, 2025.
• newAs the leader of an operational business unit, he had a third element for business unit goals (Element 3) during this four-month period.
• newHis goals for Element 1, Element 2 and Element 3 were weighted 21, 9 and 70 percent, respectively.
• newMr. Torres’ 2025 payout amount was prorated between the two weighting structures.
• new582026 Proxy Statement
• changedFor 2025, 2024,the Committee chose the following as the corporate key financial goals for the annual cash incentive program, which are weighted equally:
• changed2025 2024GoalExplanationReason for Use as a Performance MeasureOrganic sales growthA non-GAAP financial measure consisting of net sales growth generatedfromwithinthecompanyandexcluding the impact of currency translation and divestitures and changes,business exits(1)•A exits,andacquisition/divestitureactivity(1)•Akey indicator of our overall growth•Encompasses streams of revenues that are a direct result of existing operations•Excludes the impact of currency changes, which are difficult to predict, and outside of management’s control Adjusted EPSA non-GAAP financial measure that consists of diluted earnings netincomeper share that is then adjusted to eliminate the effect of items or events that the Committee determines in its discretion should be excluded for compensation purposes(2)•A purposes(2)Akey indicator of our overall performance
• changed(1)See Appendix A for information about howorganic salesgrowthwascalculatedfromnetsales growth.

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