KIMBERLY CLARK CORP
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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Dec 31, 2025 · Filed Mar 23, 2026
Contents
Pay Versus Performance
Other information
Pay Versus Performance
| Value of Initial Fixed $100 InvestmentBased on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Total forCEO($) | CompensationActually Paidto CEO($) | AverageSummaryCompensationTable Total forNon-CEONEOs($) | AverageCompensationActually Paidto Non-CEONEOs($) | KMB TSR($) | S&P 500ConsumerStaplesIndex TSR($) | NetIncome($ Millions) | AnnualOrganic SalesGrowth % |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2025 | 15,320,405 | 9,210,075 | 5,305,478 | 3,408,636 | 89.85 | 141.44 | 2,021 | 1.1% |
| 2024 | 16,413,045 | 23,830,638 | 5,755,256 | 7,444,749 | 113.18 | 150.76 | 2,545 | 3.2% |
| 2023 | 16,528,052 | 20,793,207 | 5,103,079 | 5,909,333 | 101.25 | 131.24 | 1,764 | 4.7% |
| 2022 | 14,555,561 | 23,441,071 | 5,504,660 | 7,301,881 | 108.96 | 130.57 | 1,934 | 7.2% |
| 2021 | 12,009,162 | 3,318,480 | 4,589,273 | 2,631,289 | 110.71 | 131.38 | 1,814 | (1.0%) |
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Michael D. Hsu, for the respective years shown.
Column (c).“Compensation actually paid” to our CEO in 2025 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during 2025. For information regarding the decisions made by our Management Development and Compensation Committee in regards to the CEO’s compensation for 2025, please see “Compensation Discussion & Analysis” above.
| Year | 2025 |
|---|---|
| CEO | M. Hsu |
| SCT Total Compensation ($) | 15,320,405 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (11,499,989) |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 8,933,810 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (6,816,105) |
| Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 3,271,954 |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — |
| Compensation Actually Paid ($) | 9,210,075 |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest.
| 2026 Proxy Statement | 93 |
|---|
Other information
Column (d). The following non-CEO named executive officers are included in the average figures shown:
| 2021: | Maria Henry, Russell Torres, Kimberly Underhill, Jeffrey Melucci, Gonzalo Uribe |
|---|---|
| 2022: | Maria Henry, Russell Torres, Jeffrey Melucci, Zack Hicks, Nelson Urdaneta |
| 2023: | Russell Torres, Jeffrey Melucci, Zack Hicks, Nelson Urdaneta |
| 2024: | Russell Torres, Jeffrey Melucci, Zack Hicks, Nelson Urdaneta |
| 2025: | Russell Torres, Jeffrey Melucci, Zack Hicks, Nelson Urdaneta |
Column (e). Average “compensation actually paid” for our non-CEO NEOs in 2025 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in company shares once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during 2025. For information regarding the decisions made by our Management Development and Compensation Committee in regards to the non-CEO NEOs' compensation for 2025, please see “Compensation Discussion and Analysis” above.
| Year | 2025 Average |
|---|---|
| Non-CEO NEOs ($) | See Column (d) note |
| SCT Total Compensation ($) | 5,305,478 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (3,487,497) |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 2,709,275 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (1,840,839) |
| Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 722,219 |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — |
| Compensation Actually Paid ($) | 3,408,636 |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year end and as of the date of vest. Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest. The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the Summary Compensation Table.
Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of Kimberly-Clark for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively.
Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Consumer Staples Index ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively.
Column (h). Reflects “Net Income” in the company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Column (i). Company-selected Measure isannual organic sales growth which is described below.
| 94 | 2026 Proxy Statement |
Other information
Relationship Between Pay and Performance
Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2021, 2022, 2023, 2024 and 2025 to (1) total shareholder return (TSR) of both Kimberly-Clark and the S&P 500 Consumer Staples Index, (2) Kimberly-Clark’s net income and (3) Kimberly-Clark’s organic sales growth.
“Compensation actually paid” (“CAP”), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant decrease to 2021 CAP). For a discussion of how our Management Development and Compensation Committee assessed Kimberly-Clark’s performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2021, 2022, 2023 and 2024.
Compensation Actually Paid vs. KMB and Peer Group TSR
| KMB CEO | Avg. Other KMB NEOs | KMB TSR | S&P 500 Consumer Staples Index |
| 2026 Proxy Statement | 95 |
|---|
Other information
Compensation Actually Paid vs. KMB Net Income
| KMB CEO | Avg. Other KMB NEOs | KMB Net Income |
Compensation Actually Paid vs. KMB Annual Organic Sales Growth %
| KMB CEO | Avg. Other KMB NEOs | KMB Organic Sales Growth |
| 96 | 2026 Proxy Statement |
Other information
Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our named executive officers, for 2025, to company performance.
| Measure | Nature | Explanation |
|---|---|---|
| Organic sales growth | Financial measure | A non-GAAP financial measure consisting of sales growth generated from within the company and excluding the impact of currency changes, business exits, and acquisition/divestiture activity. |
| Modified free cash flow | Financial measure | A non-GAAP financial measure consisting of cash produced through operations, minus outlays of cash for capital expenditures.Free cash flow may be modified for externally disclosed unusual items and/or material unplanned business events. |
| Adjusted EPS | Financial measure | A non-GAAP financial measure that consists of diluted net income per 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. |
| Market share | Non-financial measure | Grow or maintain overall weighted market share. |
| Enabling our purpose | Non-financial measure | Progress towards building an inclusive and engaging culture while enhancing K-C’s business resilience and sustainability. |
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