What was changed
Starboard built a sizeable stake in Kenvue, the consumer-health company Johnson & Johnson spun off in 2023, and by late 2024 had zeroed in on skincare: skin health sales had fallen 4% to $1.16 billion in the fiscal second quarter, and Starboard CEO Jeff Smith said the roughly $5 billion category offered clear room to improve revenue growth and margins.
After four months of back-and-forth and a looming proxy fight, Kenvue settled on March 5, 2025: it appointed three new directors—Starboard's Jeffrey Smith, Sarah Hofstetter and Erica Mann—with Smith joining the board immediately.
The settlement ended the contest: Starboard withdrew its director nominations and agreed to standstill and voting provisions, while Kenvue committed to using the new directors' brand, digital and consumer-health expertise as it tackled skincare and margin performance.
What it achieved
Three new directors including Starboard CEO Jeffrey Smith, a settled proxy fight, and a stated push to lift revenue growth and margins in the ~$5B skin health segment.
Why it worked
Naming a specific underperforming segment made the thesis concrete.
A J&J spinoff had no defense record to slow governance change.
Settlement bought Starboard inside the board without a costly vote.
What can be applied
A freshly spun-off company is an open target: with no track record to defend, governance concessions come faster when a holder names the lagging category.
Aftermath
Kenvue kept its portfolio of iconic brands (Aveeno, Listerine, Neutrogena, Tylenol) and pursued the skincare and margin agenda under the new board; Starboard's Smith joined other Starboard boards as the fund continued pressing for growth.
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