SKILLMAN, N.J. -- Kenvue Inc. (NYSE: KVUE), the world’s largest pure-play consumer health company by revenue, announced the appointment of two new independent directors, Sarah Hofstetter, President of Profitero, Ltd., and Erica Mann, former President and Head of Bayer’s Consumer Health Division, to the Company’s Board of Directors (the “Board”). Additionally, Jeffrey Smith, Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP (together with certain of its affiliates, “Starboard”) will join the Board. All three appointments are effective immediately.

“We are pleased to welcome Sarah, Erica and Jeff as new directors on Kenvue’s Board,” said Larry Merlo, Chair of Kenvue’s Board. “Sarah’s brand building and digital marketing expertise, Erica’s global consumer health industry experience, and Jeff’s investor perspective and extensive service on corporate boards will further strengthen the Board with complementary, value-additive skillsets. Their respective insights will be very beneficial as the Board and management team continue to focus on accelerating sustainable, profitable growth and creating shareholder value.”

“We invested in Kenvue because of the tremendous potential we see in the Company’s portfolio of iconic brands and market-leading positions in large and growing markets. I am pleased to join the Board along with Sarah and Erica following the constructive dialogue we had with the Board and management team. We look forward to working collectively as a Board to position Kenvue as the preeminent global consumer health company and pursue opportunities to improve growth and profitability and enhance value for shareholders,” said Mr. Smith.

Upon joining the Board, Ms. Hofstetter will serve as a member of the Audit Committee, Ms. Mann will serve as a member of the Nominating, Governance & Sustainability Committee and Mr. Smith will serve as a member of the Compensation & Human Capital Committee.

The director appointments announced today are being made in connection with a cooperation agreement entered into between the Company and Starboard. With these appointments, the Board will temporarily expand from 11 to 14 directors, and as of the 2025 Annual Meeting of Shareholders, the Board will be reduced to 13 directors. In connection with the cooperation agreement, Starboard will withdraw its slate of nominated director candidates and vote all of its shares in favor of each of Kenvue’s Board nominees at the 2025 Annual Meeting of Shareholders. Starboard has also agreed to a customary standstill and other provisions. The full agreement between Kenvue and Starboard will be filed as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).