o | Preliminary Proxy Statement |
o | Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
ý | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under § 240.14a-12 |
ý | No fee required. |
o | Fee paid previously with preliminary materials. |
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(4) and 0-11. |
![]() | March 15, 2023 | ||||||||||||||||||||||||||||
Notice of Annual Meeting & Proxy Statement | |||||||||||||||||||||||||||||
You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson (the Company). | |||||||||||||||||||||||||||||
The 2023 Annual Meeting will be held online in a virtual format. | TIME | ||||||||||||||||||||||||||||
Thursday, April 27, 2023 | |||||||||||||||||||||||||||||
You or your proxyholder will be able to attend the 2023 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/JNJ2023 and using the 16-digit control number included on your notice, on your proxy card or in the voting instructions that accompanied your proxy materials. | 10:00 a.m., Eastern Time | ||||||||||||||||||||||||||||
LOCATION | |||||||||||||||||||||||||||||
www.virtualshareholdermeeting.com/JNJ2023 | |||||||||||||||||||||||||||||
RECORD DATE | |||||||||||||||||||||||||||||
Items of Business | February 28, 2023 | ||||||||||||||||||||||||||||
1. | Elect the 12 nominees named in this Proxy Statement to serve as directors for the coming year; | ||||||||||||||||||||||||||||
VOTING | |||||||||||||||||||||||||||||
2. | Vote, on an advisory basis, to approve named executive officer compensation; | You are eligible to vote if you were a shareholder of record at the close of business on February 28, 2023. Ensure that your shares are represented at the meeting by voting in one of several ways: | |||||||||||||||||||||||||||
3. | Vote, on an advisory basis, on the frequency of voting to approve named executive officer compensation; | ||||||||||||||||||||||||||||
4. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023; | ||||||||||||||||||||||||||||
5. | Vote on the four shareholder proposals contained in this Proxy Statement, if properly presented at the Annual Meeting; and | ||||||||||||||||||||||||||||
![]() | To vote via the internet prior to the meeting, go to the website listed on your proxy card or notice. | ||||||||||||||||||||||||||||
6. | Transact such other matters as may properly come before the Annual Meeting and at any adjournment or postponement of the Annual Meeting. | ||||||||||||||||||||||||||||
![]() | To vote by phone, call the telephone number specified on your proxy card or on the website listed on your notice. | ||||||||||||||||||||||||||||
By order of the Board of Directors, | |||||||||||||||||||||||||||||
![]() | If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote by mail. | ||||||||||||||||||||||||||||
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Marc Larkins | Whether or not you plan to attend the Annual Meeting, we call on you to vote and submit your proxy in advance of the meeting by using one of the methods described above. | ||||||||||||||||||||||||||||
Worldwide Vice President, Corporate Governance | |||||||||||||||||||||||||||||
Corporate Secretary | |||||||||||||||||||||||||||||
![]() | A Message from Our Lead Director |
4 | 2023 Proxy Statement | ![]() |
A Message from Our Lead Director | Index of Frequently Requested Information (alphabetical) | ||||||||||||||||
2023 Proxy Statement — Summary | |||||||||||||||||
Voting Overview and Vote Recommendations of Board — Items of Business | |||||||||||||||||
Corporate Governance Highlights | |||||||||||||||||
Board of Directors | Annual Meeting Attendance | ||||||||||||||||
ITEM 1: Election of Directors | Anti-Pledging, Hedging Policy | ||||||||||||||||
Director Nomination Process, Board Refreshment and Board Composition | Auditor Fees | ||||||||||||||||
Nominees | Auditor Tenure | ||||||||||||||||
Board Leadership Structure | Board Evaluation | ||||||||||||||||
Board Committees | Board Leadership Structure | ||||||||||||||||
Board Meetings and Processes | Board Meeting Attendance | ||||||||||||||||
Board Oversight of Strategy | CEO Pay Ratio | ||||||||||||||||
Oversight of Risk | CEO Performance Evaluation | ||||||||||||||||
Oversight of ESG | Compensation Consultant | ||||||||||||||||
Oversight of Human Capital Management | Compensation Summary | ||||||||||||||||
Shareholder Engagement | Corporate Governance Highlights | ||||||||||||||||
Director Independence | Director Biographies | ||||||||||||||||
Related Person Transactions | Director Independence | ||||||||||||||||
Stock Ownership and Section 16 Compliance | Director Overboarding Policy | ||||||||||||||||
Director Compensation | Director Qualifications | ||||||||||||||||
Compensation of Executives | Diversity, Equity and Inclusion | ||||||||||||||||
ITEM 2: Advisory Vote to Approve Named Executive Officer Compensation | Exec. Comp. Recoupment Policy | ||||||||||||||||
Compensation Committee Report | Human Capital Management | ||||||||||||||||
Compensation Discussion and Analysis | Lead Director Duties | ||||||||||||||||
2022 Performance and Compensation | Long-Term Incentives | ||||||||||||||||
Executive Compensation Philosophy | Notice and Access | ||||||||||||||||
Components of Executive Compensation | Oversight of ESG | ||||||||||||||||
Peer Groups for Pay and Performance | Pay For Performance | ||||||||||||||||
Compensation Decision Process | Peer Group Comparisons | ||||||||||||||||
Governance of Executive Compensation | Perquisites | ||||||||||||||||
Additional Information Concerning Executive Compensation | Political Spending Oversight | ||||||||||||||||
Executive Compensation Tables | Proxy Access | ||||||||||||||||
2022 Summary Compensation Table | Related Person Transactions | ||||||||||||||||
2022 Grants of Plan-Based Awards | Risk Oversight | ||||||||||||||||
2022 Outstanding Equity Awards at Fiscal Year-End | Severance Benefits | ||||||||||||||||
2022 Option Exercises and Stock Vested | Shareholder Engagement | ||||||||||||||||
2022 Pension Benefits | Shareholder Proposals | ||||||||||||||||
2022 Non-Qualified Deferred Compensation | Stock Ownership Requirements: | ||||||||||||||||
2022 Potential Payments Upon Termination | for Directors | ||||||||||||||||
Ratio of the Annual Total Compensation of the Median-Paid Employee to CEO | for Executive Officers | ||||||||||||||||
ITEM 3: Advisory Vote on Frequency of Voting to Approve Named Executive Officer Compensation | Voting | ||||||||||||||||
Websites and Resources | |||||||||||||||||
Audit Matters | |||||||||||||||||
Audit Committee Report | |||||||||||||||||
ITEM 4: Ratification of Appt. of Independent Registered Public Accounting Firm | |||||||||||||||||
Shareholder Proposals | |||||||||||||||||
ITEMS 5 - 8: Shareholder Proposals | |||||||||||||||||
General Information | |||||||||||||||||
![]() | 2023 Proxy Statement | 5 |
Voting Overview and Vote Recommendations of Board | ||||||||||||||||||||
Election of Director Nominees | Details | Recommendation | ||||||||||||||||||
Item 1: | Page 12 | FOR all nominees | ||||||||||||||||||
Diverse slate of director nominees with broad and relevant leadership and experience. | ||||||||||||||||||||
All nominees are independent, except the Chairman and Chief Executive Officer. | ||||||||||||||||||||
Average director tenure is four years, with frequent refreshment. | ||||||||||||||||||||
Management Proposals | Details | Recommendation | ||||||||||||||||||
Item 2: | Page 57 | FOR | ||||||||||||||||||
Independent oversight by the Compensation & Benefits Committee with the assistance of an independent external advisor. | ||||||||||||||||||||
Executive compensation targets are determined based on an annual review of publicly available information and executive compensation surveys among the Executive Peer Group. | Page 82 | |||||||||||||||||||
Item 3: | Page 123 | EVERY ONE (1) YEAR | ||||||||||||||||||
An advisory vote to approve named executive officer compensation every one year is a meaningful way to gather feedback on the Company's executive compensation philosophy, policies, and procedures. | ||||||||||||||||||||
Item 4: | Page 125 | FOR | ||||||||||||||||||
PricewaterhouseCoopers LLP is an independent accounting firm with the breadth of expertise and knowledge necessary to effectively audit our business. | ||||||||||||||||||||
Independence supported by periodic mandated rotation of the audit firm's lead engagement partner. | ||||||||||||||||||||
Shareholder Proposals | Details | Recommendation | ||||||||||||||||||
Item 5: | Page 127 | AGAINST | ||||||||||||||||||
The Company is committed to sound principles of corporate governance and a track record of extensive shareholder engagement. | ||||||||||||||||||||
Other than the proponent of this shareholder proposal, none of our other shareholders have expressed to us an interest in having us adopt a mandatory arbitration bylaw. |
6 | 2023 Proxy Statement | ![]() |
Shareholder Proposals (Continued) | Details | Recommendation | ||||||||||||||||||
Item 6: | Page 129 | AGAINST | ||||||||||||||||||
From the very beginning of the pandemic, global equity has been at the forefront of Johnson & Johnson’s COVID-19 response, from the design of our COVID-19 vaccine through to our commitment to not-for-profit pricing and special consideration of the needs of low-income populations. | ||||||||||||||||||||
The annual Janssen U.S. Transparency Report already details our responsible business practices, and the additional disclosures this proposal requests are unnecessary and not in the best interests of the Company or its shareholders. | ||||||||||||||||||||
We believe our shareholders support the Company’s approach to vaccine access and do not believe that a report on the nature of government financial support is a beneficial use of Company time and resources. | ||||||||||||||||||||
Item 7: | Page 132 | AGAINST | ||||||||||||||||||
The Board values and carefully considers the feedback it receives from shareholders regarding the Company’s executive compensation programs and has spent considerable time reviewing this proposal with shareholders. | ||||||||||||||||||||
The Company has significantly enhanced its disclosure and transparency in response to shareholder feedback. | ||||||||||||||||||||
The Company has processes and procedures in place to appropriately manage compliance and litigation risk. | ||||||||||||||||||||
The proposal encroaches on the discretion of the Compensation & Benefits Committee to design appropriate executive compensation programs and could further obligate the Company to disclose competitively harmful information to the ultimate detriment of shareholders. | ||||||||||||||||||||
Item 8: | Page 135 | AGAINST | ||||||||||||||||||
We are transparent about our position on IP and also prepare a robust report each year addressing access and pricing. | ||||||||||||||||||||
Johnson & Johnson does not use new patents to prolong exclusivity – we use them to enable continued innovation in support of patient access and choice. | ||||||||||||||||||||
Johnson & Johnson has already demonstrated a strong commitment to expanding patient access to its products. |
![]() | 2023 Proxy Statement | 7 |
DIRECTOR NOMINEES (pages 15 to 20) | |||||||||||||||||||||||||||||||||||||||||
Name | Ind. | Age | Director Since | Primary Occupation | Board Committees | ||||||||||||||||||||||||||||||||||||
AUD | CB | NCG | RCS | ST | FIN | SC | |||||||||||||||||||||||||||||||||||
D. Adamczyk | I | 57 | 2022 | Chief Executive Officer, Honeywell International | ü | ||||||||||||||||||||||||||||||||||||
M. C. Beckerle | I | 68 | 2015 | Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah | ü | C | |||||||||||||||||||||||||||||||||||
D. S. Davis | I | 71 | 2014 | Former Chairman and Chief Executive Officer, United Parcel Service, Inc. | C | * | ü* | ü | |||||||||||||||||||||||||||||||||
J. A. Doudna | I | 59 | 2018 | Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley | ü | ü | |||||||||||||||||||||||||||||||||||
J. Duato | CH | 60 | 2022 | Chairman of the Board and Chief Executive Officer, Johnson & Johnson | C | ||||||||||||||||||||||||||||||||||||
M. A. Hewson | I | 69 | 2019 | Former Chair, President and Chief Executive Officer, Lockheed Martin Corporation | * | C | ü* | ||||||||||||||||||||||||||||||||||
P. A. Johnson | I | 63 | 2023 | President, Wellesley College | * | ||||||||||||||||||||||||||||||||||||
H. Joly | I | 63 | 2019 | Former Chairman and Chief Executive Officer, Best Buy Co., Inc. | ü | ü | ü | ||||||||||||||||||||||||||||||||||
M. B. McClellan | I | 59 | 2013 | Director, Duke-Robert J. Margolis, MD, Center for Health Policy, Duke University | ü | ü | |||||||||||||||||||||||||||||||||||
A. M. Mulcahy | ILD | 70 | 2009 | Former Chairman and Chief Executive Officer, Xerox Corporation | ü | C | ü | C | |||||||||||||||||||||||||||||||||
M. A. Weinberger | I | 61 | 2019 | Former Chairman and Chief Executive Officer, EY (Ernst & Young) | ü | C | ü | ||||||||||||||||||||||||||||||||||
N. Y. West | I | 61 | 2020 | Former Lieutenant General, U.S. Army | ü | ü | |||||||||||||||||||||||||||||||||||
Number of meetings in 2022(1) | 10(2) | 9 | 5 | 4 | 4 | 0 | 11 | ||||||||||||||||||||||||||||||||||
(1) | Inclusive of joint and special meetings among Committees | ||||||||||||||||||||||||||||||||||||||||
(2) | Does not include virtual meetings held prior to each release of quarterly earnings (four in total) | ||||||||||||||||||||||||||||||||||||||||
* | At our April 2023 Board meeting, the following 1) appointments will be effective: Mr. D. S. Davis, CB; Ms. Hewson, AUD; Dr. Johnson, NCG; and 2) removal will be effective: Mr. D. S. Davis, NCG; Ms. Hewson, RCS | ||||||||||||||||||||||||||||||||||||||||
CH | Chairman of the Board | AUD | Audit Committee | RCS | Regulatory Compliance & Sustainability Committee | ||||||||||||||||||
C | Committee Chair | CB | Compensation & Benefits Committee | SC | Consumer Health Special Committee | ||||||||||||||||||
ILD | Independent Lead Director | NCG | Nominating & Corporate Governance Committee | ST | Science & Technology Committee | ||||||||||||||||||
I | Independent Director | FIN | Finance Committee |
8 | 2023 Proxy Statement | ![]() |
Our Credo |
2022 Say on Pay Results |
2022 Shareholder Engagement |
2022 Company Performance and Annual Incentives |
2020-2022 Performance Share Unit (PSU) Payout |
Compensation for 2022 Performance |
![]() | 2023 Proxy Statement | 9 |
Effective Board Structure and Composition | ||||||||
Strong Independent Board Leadership | All directors other than our Chairman and CEO are independent. All Committees other than the Finance Committee are comprised only of independent directors. | |||||||
Independent Lead Director | The independent directors appoint a Lead Director on an annual basis. | |||||||
Annual Review of Board Leadership | The Nominating & Corporate Governance Committee conducts an annual review of the Board leadership structure to ensure effective Board leadership. | |||||||
Executive Sessions of Independent Directors | Independent directors meet in Executive Session without management present at each Board and Committee meeting. | |||||||
Private Committee Sessions with Key Compliance Leaders | Independent directors hold private Committee sessions with key compliance leaders without the Chairman and CEO present. | |||||||
Rigorous Board and Committee Evaluations | The Board evaluates its performance on an annual basis. Each Committee evaluates its performance on an annual basis based on guidance from the Nominating & Corporate Governance Committee. | |||||||
Regular Board Refreshment | The Board’s balanced approach to refreshment results in an effective mix of experienced and new directors. | |||||||
Diverse and Skilled Board | The Board is committed to diversity, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics. | |||||||
Mandatory Director Retirement Age | Mandatory retirement age of 72 years for all directors. |
Responsive and Accountable to Shareholders | ||||||||
Annual Election of Directors | Each director is elected annually to ensure accountability to our shareholders. | |||||||
Majority Voting Standard for Director Elections | In an election where the number of directors nominated does not exceed the total number of directors to be elected, director nominees must receive the affirmative vote of a majority of votes cast to be elected. If a director nominee receives more votes “against” his or her election than votes “for” his or her election, the director must promptly offer his or her resignation. | |||||||
One Class of Stock | Our common stock is the only class of shares outstanding. | |||||||
Proxy Access | Each shareholder or a group of up to 20 shareholders owning 3% or more of our common stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to 20% of the Board, in accordance with the terms set forth in our By-Laws. | |||||||
Director Overboarding Policy | A director who serves as CEO at our or any other company should not serve on more than two public company boards. Other directors should not serve on more than five public company boards. | |||||||
No Shareholder Rights Plan | We do not have a "poison pill" and have no intention of adopting one at this time. | |||||||
No Supermajority Requirements in Certificate of Incorporation or By-Laws | Our Restated Certificate of Incorporation, as amended, and By-Laws contain majority standards for all actions requiring shareholder approval. | |||||||
Shareholder Right to Call a Special Meeting | Shareholders holding 10% of shares may call a special meeting for good cause, and shareholders holding 25% of shares may call a special meeting for any reason. | |||||||
Removal of Directors With or Without Cause | Directors may be removed by shareholders with or without cause. | |||||||
Active Shareholder Engagement | See pages 43 to 45 for more information on our shareholder engagement program. | |||||||
Annual Say on Pay Advisory Vote | Shareholders are asked to vote annually on our named executive officer compensation. |
10 | 2023 Proxy Statement | ![]() |
Policy Against Pledging, Hedging and Short Selling of Company Stock | We have a policy prohibiting directors and executive officers from pledging, hedging or short selling Company stock (see https://www.investor.jnj.com/corporate-governance). | |||||||
Code of Business Conduct | We have a comprehensive Code of Business Conduct designed to provide directors, senior executives and employees with guidance on our Company’s compliance policies. Directors, members of the Company's Executive Committee and all employees receive biennial training on the Code of Business Conduct. | |||||||
ESG Governance and Oversight | Our Environmental Social and Governance (ESG) risk management approach is designed to govern and manage the ESG risks and opportunities that are integral to our core business strategy. Significant ESG risks are reviewed and evaluated by the Board and its Committees as part of their ongoing risk oversight of our Company. See page 35 for more information on Oversight of ESG. | |||||||
Compensation Recoupment Policy | We have a comprehensive Compensation Recoupment Policy designed to ensure that management is held accountable in the event of significant misconduct violating a significant Company policy, law or regulation (see www.investor.jnj.com/gov/compensation-recoupment-policy.cfm). We have tracked the adoption of the 2022 SEC "clawback" rule and will seek to comply with that rule as implemented by the listing standards. | |||||||
Stock Ownership Guidelines | Company ownership guidelines require our CEO to own shares equal to twelve times his/her base salary and each of our other named executive officers to own sufficient shares equal to six times their base salaries. See Stock Ownership Guidelines for Named Executive Officers on page 88. |
Political Spending Oversight and Disclosure | |||||
Other Corporate Disclosure | |||||
![]() | 2023 Proxy Statement | 11 |
Nominees | |||||
Director Nomination Process & Board Refreshment | |||||
General Criteria for Nomination to the Board | |||||
Candidates for the Board should meet the following criteria: | |||||
• | The highest ethical character and share Our Credo values | ||||
• | Strong personal and professional reputation consistent with our image and reputation | ||||
• | Proven record of accomplishment within candidate’s field, with superior credentials and recognition | ||||
• | Leadership of a major complex organization, including scientific, government, educational and other non-profit institutions |
12 | 2023 Proxy Statement | ![]() |
The Board also seeks directors who: | |||||
• | Are widely recognized leaders in the fields of medicine or biological sciences, including those who have received the most prestigious awards and honors in their fields | ||||
• | Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience | ||||
• | Are independent, without the appearance of any conflict in serving as a director, and independent of any particular constituency, with the ability to represent all shareholders | ||||
• | Exercise sound business judgment | ||||
• | Are diverse, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics |
Board and Committee Evaluations | |||||
Board Evaluations: At the end of 2022, the Chief Human Resources Officer met with each director individually to collect feedback on the Board’s responsibilities, structure, composition, procedures, priorities, culture and engagement. Directors also had the opportunity to provide anonymous written comments through secure technology to enable additional candid feedback, and a number of directors chose to provide anonymous written comments. In all cases, input from the evaluations was summarized and discussed with the full Board. The results of the evaluations were positive and affirming, with only minor administrative action items and a continued focus on Board refreshment and composition to address. | ||
Committee Evaluations: Committee members engage in an annual self-evaluation process during an Executive Session of each Committee. Upon completion of the self-evaluation, the Committee Chair shares the results and any follow-up actions with the full Board. |
Board Refreshment and Director Nominee Composition | |||||
![]() | 2023 Proxy Statement | 13 |
Multidisciplinary Skills Categories | |||||||||||||||||||||||
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Academia/Government | Leadership or senior advisory position in government or with an academic institution (either in an administrative or faculty role) | ||||||||||||||||||||||
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Digital | Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy | ||||||||||||||||||||||
![]() | |||||||||||||||||||||||
Executive Leadership | Senior management position, including as chief executive officer, at a large publicly-traded or private company, or other large complex organization (such as government, academic or not-for-profit) | ||||||||||||||||||||||
![]() | |||||||||||||||||||||||
Financial | Significant experience in positions requiring financial knowledge and analysis, including in accounting, corporate finance, treasury functions and risk management from a financial perspective | ||||||||||||||||||||||
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Healthcare Industry | Management-level experience in an industry involving healthcare products or services | ||||||||||||||||||||||
![]() | International Business/Strategy | ||||||||||||||||||||||
Leadership position in an organization that operates internationally, especially on a broad basis and/or in the geographic regions in which the company operates | |||||||||||||||||||||||
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Marketing/Sales | Strategic or management experience involving the marketing and branding of products, including for retail markets | ||||||||||||||||||||||
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Regulatory | Work experience within a government-regulated or in a heavily regulated industry | ||||||||||||||||||||||
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Science/Technology | Advanced scientific or technological degree and related work experience in a scientific or technological field |
14 | 2023 Proxy Statement | ![]() |
![]() | The Board of Directors recommends a vote FOR election of each of the below-named director nominees. |
![]() | Darius Adamczyk | |||||||||||||||||||||||||
Independent Director since 2022 | ||||||||||||||||||||||||||
Biography | ||||||||||||||||||||||||||
Mr. Adamczyk, age 57, has been the Chairman and Chief Executive Officer of Honeywell International Inc. since April 2018. Mr. Adamczyk was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies (PMT). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. Mr. Adamczyk joined Honeywell in 2008 when Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer. Prior to Metrologic, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton and started his career as an electrical engineer at General Electric. He is a member of the US-China Business Council, Business Roundtable and The Business Council. | ||||||||||||||||||||||||||
Skills & Qualifications | ||||||||||||||||||||||||||
• | Senior leadership roles in global organizations | |||||||||||||||||||||||||
• | Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses | |||||||||||||||||||||||||
• | Demonstrated ability to deliver financial results as a leader in a variety of industries, with disparate business models, technologies and customers | |||||||||||||||||||||||||
• | Strategic leadership skills necessary to grow sales organically and inorganically while meeting the challenges of a constantly changing environment across a diverse portfolio | |||||||||||||||||||||||||
Current Committees: | ||||||||||||||||||||||||||
• | Member, Compensation & Benefits | |||||||||||||||||||||||||
Other Public Board Service: | ||||||||||||||||||||||||||
• | Honeywell International Inc. (since 2016) | |||||||||||||||||||||||||
Recent Past Public Board Service: | ||||||||||||||||||||||||||
• | Garrett Motion Inc. (April 2021 - September 2021) | |||||||||||||||||||||||||
![]() | Mary C. Beckerle, Ph.D. | ||||||||||||||||||||||
Independent Director since 2015 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Dr. Beckerle, age 68, has served as Chief Executive Officer of the Huntsman Cancer Institute at the University of Utah since 2006. She is the Associate Vice President for Cancer Affairs and a Distinguished Professor of Biology and Oncological Sciences at the University of Utah. Dr. Beckerle joined the faculty of the University of Utah in 1986 and currently holds the Jon M. Huntsman Presidential Endowed Chair. Dr. Beckerle has served on the National Institute of Health (NIH) Advisory Committee to the Director, on the Board of Directors of the American Association for Cancer Research, on the Board of Scientific Advisors for the National Cancer Institute, as President of the American Society for Cell Biology and as the Chair of the American Cancer Society Council for Extramural Grants. She currently serves on a number of scientific advisory boards, including the Medical Advisory Board of the Howard Hughes Medical Institute. Dr. Beckerle is the recipient of a Guggenheim Fellowship and is an elected Member of the National Academy of Sciences and the American Philosophical Society. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Expertise in scientific research and organizational management in the healthcare arena | ||||||||||||||||||||||
• | Active participant in national and international scientific affairs | ||||||||||||||||||||||
• | Strong focus on patient experience | ||||||||||||||||||||||
Current Committees: | |||||||||||||||||||||||
• | Chair, Science & Technology | ||||||||||||||||||||||
• | Member, Regulatory Compliance & Sustainability | ||||||||||||||||||||||
Other Public Board Service: | |||||||||||||||||||||||
• | Huntsman Corporation (since 2011) | ||||||||||||||||||||||
![]() | 2023 Proxy Statement | 15 |
![]() | D. Scott Davis | |||||||||||||||||||||||||
Independent Director since 2014 | ||||||||||||||||||||||||||
Biography | ||||||||||||||||||||||||||
Mr. Davis, age 71, served as Chairman and Chief Executive Officer of United Parcel Service, Inc. (UPS) (shipment and logistics) from 2008 to 2014 and as Chairman from 2014 to 2016. Previously, Mr. Davis held various leadership positions with UPS, primarily in the finance and accounting area, including as Vice Chairman and Chief Financial Officer. Mr. Davis is a Certified Public Accountant. He previously served on the Board of the Federal Reserve Bank of Atlanta from 2003 to 2009, serving as Chairman in 2009. | ||||||||||||||||||||||||||
Skills & Qualifications | ||||||||||||||||||||||||||
• | Deep understanding of emerging markets and international operations, public policy and global economic indicators | |||||||||||||||||||||||||
• | Expertise in management, strategy, finance and operations | |||||||||||||||||||||||||
• | Expertise in supply chain logistics at a time of rapid global expansion in the healthcare industry | |||||||||||||||||||||||||
Current Committees: | ||||||||||||||||||||||||||
• | Chair, Audit | |||||||||||||||||||||||||
• | Member, Nominating & Corporate Governance | |||||||||||||||||||||||||
• | Member, Consumer Health Special | |||||||||||||||||||||||||
Other Public Board Service: | ||||||||||||||||||||||||||
• | Honeywell International Inc. (since 2005) | |||||||||||||||||||||||||
![]() | Jennifer A. Doudna, Ph.D. | |||||||||||||||||||||||||
Independent Director since 2018 | ||||||||||||||||||||||||||
Biography | ||||||||||||||||||||||||||
Dr. Doudna, age 59, joined the faculty at University of California, Berkeley, as a Professor of Biochemistry & Molecular Biology in 2002. She directs the Innovative Genomics Institute, a joint UC Berkeley-UC San Francisco center, holds the Li Ka Shing Chancellor's Professorship in Biomedical and Health and is the Chair of the Chancellor's Advisory Committee on Biology at UC Berkeley. Dr. Doudna is Principal Investigator at the Doudna Lab at UC Berkeley and has founded and serves on the Scientific Advisory Boards of Caribou Biosciences, Inc. and Intellia Therapeutics, Inc., both leading CRISPR genome engineering companies. She has been an Investigator with the Howard Hughes Medical Institute since 1997. Dr. Doudna is the recipient of numerous scientific awards in biochemistry and genetics, including the Nobel Prize in Chemistry in 2020. Dr. Doudna is a Trustee of Pomona College. | ||||||||||||||||||||||||||
Skills & Qualifications | ||||||||||||||||||||||||||
• | Pioneer in the field of biochemistry, having co-discovered the simplified genome editing technique CRISPR-Cas9 | |||||||||||||||||||||||||
• | Expertise in scientific research and innovation | |||||||||||||||||||||||||
• | Leader in integration of scientific research and ethics | |||||||||||||||||||||||||
Current Committees: | ||||||||||||||||||||||||||
• | Member, Nominating & Corporate Governance | |||||||||||||||||||||||||
• | Member, Science & Technology | |||||||||||||||||||||||||
Other Public Board Service: | ||||||||||||||||||||||||||
• | None | |||||||||||||||||||||||||
16 | 2023 Proxy Statement | ![]() |
![]() | Joaquin Duato | ||||||||||||||||||||||
Management Director since 2022 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Mr. Duato, age 60, became Chairman of the Board of Directors in January 2023 subsequent to his appointment as Chief Executive Officer and a Director in January 2022. He joined the Company in 1989 with Janssen-Farmaceutica S.A. (Spain), a subsidiary, and held executive positions of increasing responsibility in all business sectors and across multiple geographies and functions. In 2009, he was named Company Group Chairman, Pharmaceuticals, and in 2011, he was named Worldwide Chairman, Pharmaceuticals. In 2016, Mr. Duato became a member of the Executive Committee and was named Executive Vice President, Worldwide Chairman, Pharmaceuticals. In July 2018, Mr. Duato was promoted to Vice Chairman of the Executive Committee where he provided strategic direction for the Company's Pharmaceutical and Consumer Health sectors, supply chain, information technology, global services and the Health & Wellness groups. As a dual citizen of Spain and the United States, Mr. Duato’s international perspective and global lens gives him a deep appreciation of diverse thoughts and opinions. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Decades of broad experience spanning multiple business sectors, geographies, and functions at the world's largest most diversified healthcare products company | ||||||||||||||||||||||
• | Globally minded, purpose-driven business leader with a deep commitment to Our Credo values | ||||||||||||||||||||||
Current Committees: | |||||||||||||||||||||||
• | Chair, Finance | ||||||||||||||||||||||
Recent Past Public Board Service: | |||||||||||||||||||||||
• | Hess Corporation (2019 - 2022) | ||||||||||||||||||||||
![]() | Marillyn A. Hewson | ||||||||||||||||||||||
Independent Director since 2019 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Ms. Hewson, age 69, is the former Chairman, President and Chief Executive Officer of Lockheed Martin Corporation (aerospace and defense), serving from January 2014 to June 2020 and as Executive Chairman from June 2020 to March 2021. She held the positions of Chief Executive Officer and President from January to December 2013. Ms. Hewson served as a Director of Lockheed Martin Corporation from 2012 through March 2021. Ms. Hewson joined Lockheed Martin in 1983 as an industrial engineer and held executive and operational leadership positions across Lockheed Martin, including President and Chief Operating Officer, Executive Vice President of Electronic Systems business area, and President of Systems Integration. Ms. Hewson is a fellow of the American Institute of Aeronautics and Astronautics and the American Academy of Arts and Sciences, and a member of the Trilateral Commission, Council on Foreign Relations, Council of Chief Executives, and the University of Alabama President’s Cabinet and Culverhouse College of Business Board of Visitors. Ms. Hewson has also served on several U.S. government advisory bodies, public company boards, industry association boards, and charitable organizations' boards. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Expertise in executive and operational leadership in a global, regulated industry | ||||||||||||||||||||||
• | Insight and experience in global business management, strategic planning, cybersecurity, finance, supply chain, leveraged services and manufacturing | ||||||||||||||||||||||
• | Expertise in government relations and human capital management | ||||||||||||||||||||||
Current Committees: | |||||||||||||||||||||||
• | Chair, Compensation & Benefits | ||||||||||||||||||||||
• | Member, Regulatory Compliance & Sustainability | ||||||||||||||||||||||
Other Public Board Service: | |||||||||||||||||||||||
• | Chevron Corporation (since 2021) | ||||||||||||||||||||||
Recent Past Public Board Service: | |||||||||||||||||||||||
• | DuPont; DowDuPont Inc. (2007-2019) | ||||||||||||||||||||||
• | Lockheed Martin Corporation (2012-2021) | ||||||||||||||||||||||
![]() | 2023 Proxy Statement | 17 |
![]() | Paula A. Johnson, M.D. | ||||||||||||||||||||||
Independent Director since 2023 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Dr. Johnson, age 63, has served as President of Wellesley College since 2016. She is a physician-researcher specializing in cardiology who founded and served as the inaugural Executive Director of the Connors Center for Women’s Health and Gender Biology at Brigham and Women’s Hospital from July 2002 to June 2016. Dr. Johnson served as the Chief of the Division of Women’s Health at Brigham and Women’s Hospital from July 2002 to June 2016. She was also a Professor of Medicine at the Harvard Medical School and Professor of Epidemiology at the Harvard School of Public Health. She is a member of the National Academy of Medicine and the American Academy of Arts and Sciences. She has been recognized with several honorary doctorates and other prestigious awards. She has served as a member of the Board of Trustees of the Rockefeller University since November 2021 and as a Director of the Isabella Stewart Gardner Museum since 2015. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Expertise in medical research, public health, and health policy | ||||||||||||||||||||||
• | Visionary in in understanding and improving the standard of care across distinct patient categories (notably in women’s health) | ||||||||||||||||||||||
• | Proven leadership across complex organizations focused on cross functional collaboration and increased inclusivity. | ||||||||||||||||||||||
• | Passionate educator focused on accessibility of STEM curriculum for diverse student populations. | ||||||||||||||||||||||
Other Public Board Service: | |||||||||||||||||||||||
• | None | ||||||||||||||||||||||
Recent Past Public Board Service: | |||||||||||||||||||||||
• | Abiomed, Inc. (2020-2022) | ||||||||||||||||||||||
• | Eaton Vance Corp. (2018-2022) | ||||||||||||||||||||||
• | West Pharmaceutical Services (2008-2021) |
![]() | Hubert Joly | |||||||||||||||||||||||||
Independent Director since 2019 | ||||||||||||||||||||||||||
Biography | ||||||||||||||||||||||||||
Mr. Joly, age 63, served as the Executive Chairman of Best Buy Co., Inc. (consumer electronics) from June 2019 to June 2020, having joined the company in 2012 as President and Chief Executive Officer and becoming Chairman, President and Chief Executive in 2015. From 2004 to 2008, he was Global President and Chief Executive Officer, Carlson Wagonlit Travel, and then served as President and Chief Executive Officer of Carlson Companies from 2008 to 2012. In 1999, he joined Vivendi as Global Chief Executive Officer, Vivendi Universal Games, and was later appointed Executive Vice President of U.S. Assets and Deputy Chief Financial Officer of Vivendi Universal. Prior roles included, from 1996 to 1999, Vice President, Europe and President of Electronic Data Systems France and, from 1983 to 1996, McKinsey & Company, eventually serving as Partner. Mr. Joly is a Senior Lecturer of Business Administration at Harvard Business School and serves on the Board of Directors of Sciences Po Foundation, the Board of Trustees of the Minneapolis Institute of Art, the New York Public Library and the International Advisory Board of his alma mater, HEC Paris. | ||||||||||||||||||||||||||
Skills & Qualifications | ||||||||||||||||||||||||||
• | Extensive strategic, operational and financial expertise relevant to international corporations | |||||||||||||||||||||||||
• | Successfully led the digital transformation of consumer businesses, with focus on customer experience | |||||||||||||||||||||||||
• | Experience in business transformation and human capital management | |||||||||||||||||||||||||
Current Committees: | ||||||||||||||||||||||||||
• | Member, Compensation & Benefits | |||||||||||||||||||||||||
• | Member, Nominating & Corporate Governance | |||||||||||||||||||||||||
• | Member, Consumer Health Special | |||||||||||||||||||||||||
Other Public Board Service: | ||||||||||||||||||||||||||
• | Ralph Lauren Corporation (since 2009) | |||||||||||||||||||||||||
Recent Past Public Board Service: | ||||||||||||||||||||||||||
• | Best Buy Co., Inc. (2012-2020) | |||||||||||||||||||||||||
18 | 2023 Proxy Statement | ![]() |
![]() | Mark B. McClellan, M.D., Ph.D. | ||||||||||||||||||||||
Independent Director since 2013 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Dr. McClellan, age 59, became the inaugural Director of the Duke-Robert J. Margolis, MD, Center for Health Policy and the Margolis Professor of Business, Medicine and Policy at Duke University in January 2016. He is also a faculty member at Dell Medical School at The University of Texas in Austin. Previously, he served from 2007 to 2015 as a Senior Fellow in Economic Studies and as Director of the Initiatives on Value and Innovation in Health Care at the Brookings Institution. Dr. McClellan served as Administrator of the Centers for Medicare & Medicaid Services for the U.S. Department of Health and Human Services from 2004 to 2006 and as Commissioner of the U.S. Food and Drug Administration (FDA) from 2002 to 2004. He served as a Member of the President's Council of Economic Advisers and as Senior Director for Healthcare Policy at the White House from 2001 to 2002 and, during the Clinton administration, held the position of Deputy Assistant Secretary for Economic Policy for the Department of the Treasury. Dr. McClellan previously served as an Associate Professor of Economics and Medicine with tenure at Stanford University, where he also directed the Program on Health Outcomes Research. Dr. McClellan is the founding Chair and Senior Advisor to the Board of the Reagan-Udall Foundation, is a Member of the National Academy of Medicine and the Academy's Leadership Consortium for Value and Science-Driven Health Care, and Co-Chairs the Guiding Committee of the Health Care Payment Learning and Action Network. He sits on the Boards of Directors of Research!America, Long Term Quality Alliance, Alignment Healthcare, National Alliance for Hispanic Health, PrognomiQ, Inc. and United States of Care. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Extensive experience in public health policy and regulation, including as Commissioner of the U.S. Food and Drug Administration and Administrator for the U.S. Centers for Medicare & Medicaid Services | ||||||||||||||||||||||
• | Broad knowledge of, and unique insights into, the challenges facing the healthcare industry | ||||||||||||||||||||||
Current Committees: | |||||||||||||||||||||||
• | Member, Regulatory Compliance & Sustainability | ||||||||||||||||||||||
• | Member, Science & Technology | ||||||||||||||||||||||
Other Public Board Service: | |||||||||||||||||||||||
• | Alignment Healthcare (since 2021) | ||||||||||||||||||||||
• | Cigna Corporation (since 2018) | ||||||||||||||||||||||
![]() | Anne M. Mulcahy | ||||||||||||||||||||||
Independent Director since 2009 Lead Director since 2012 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Ms. Mulcahy, age 70, was Chairman and Chief Executive Officer of Xerox Corporation (business equipment and services) until July 2009, when she retired as CEO after eight years in the position. Prior to serving as CEO, Ms. Mulcahy was President and Chief Operating Officer of Xerox. She also served as President of Xerox's General Markets Operations, which created and sold products for reseller, dealer and retail channels. Earlier in her career at Xerox, which began in 1976, Ms. Mulcahy served as Vice President for Human Resources with responsibility for compensation, benefits, human resource strategy, labor relations, management development and employee training; and as Vice President and Staff Officer for Customer Operations, covering South America and Central America, Europe, Asia and Africa. Ms. Mulcahy was the U.S. Board Chair of Save the Children from March 2010 to February 2017 and was appointed as a Trustee in February 2018. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Experience leading a large, global manufacturing and services company with one of the world's most recognized brands | ||||||||||||||||||||||
• | Expertise in organizational and operational management issues crucial to a large public company | ||||||||||||||||||||||
• | Deep commitment to business innovation and talent development | ||||||||||||||||||||||
Current Committees: | |||||||||||||||||||||||
• | Chair, Nominating & Corporate Governance | ||||||||||||||||||||||
• | Chair, Consumer Health Special | ||||||||||||||||||||||
• | Member, Audit | ||||||||||||||||||||||
• | Member, Finance | ||||||||||||||||||||||
Other Public Board Service: | |||||||||||||||||||||||
• | Graham Holdings Company (since 2008) | ||||||||||||||||||||||
• | LPL Financial Holdings Inc. (since 2013) | ||||||||||||||||||||||
Recent Past Public Board Service: | |||||||||||||||||||||||
• | Williams-Sonoma, Inc. (2018 - 2022) | ||||||||||||||||||||||
![]() | 2023 Proxy Statement | 19 |
![]() | Mark A. Weinberger | |||||||||||||||||||||||||
Independent Director since 2019 | ||||||||||||||||||||||||||
Biography | ||||||||||||||||||||||||||
Mr. Weinberger, age 61, served as the Global Chairman and Chief Executive Officer of EY (Ernst & Young) (professional services) from 2013 through June 2019, having served as Global Chairman and CEO-elect in the prior year. He was Assistant Secretary of the U.S. Treasury in the George W. Bush Administration and was appointed by President Bill Clinton to serve on the U.S. Social Security Administration Advisory Board. Mr. Weinberger serves as a Senior Advisor to Stone Canyon Industries Holdings Inc. and Teneo. He is an Executive Advisor to G100 and World 50. Mr. Weinberger also serves as a Strategic Advisor to the Board of FCLTGlobal, which focuses on long-term investing and corporate governance. Mr. Weinberger is on the CEO Advisory Council of JUST Capital. He sits on the Board of Directors of the National Bureau of Economic Research (NBER), is a Senior Advisor to Chief Executives for Corporate Purpose (CECP) and is a member of the Aspen Economic Strategy Group. He is a member of the Boards of Trustees for Emory University, Case Western Reserve University, The Concord Coalition, The Greater Washington Partnership and US Council for International Business. | ||||||||||||||||||||||||||
Skills & Qualifications | ||||||||||||||||||||||||||
• | Experience leading a business and working at the highest levels of government | |||||||||||||||||||||||||
• | Track record of driving transformative change in the public and private sectors during periods of unprecedented disruption | |||||||||||||||||||||||||
• | Expertise in accounting, compliance and corporate governance, with a strong commitment to corporate purpose | |||||||||||||||||||||||||
Current Committees: | ||||||||||||||||||||||||||
• | Chair, Regulatory Compliance & Sustainability | |||||||||||||||||||||||||
• | Member, Audit | |||||||||||||||||||||||||
• | Member, Consumer Health Special | |||||||||||||||||||||||||
Other Public Board Service: | ||||||||||||||||||||||||||
• | MetLife Inc. (since 2019) | |||||||||||||||||||||||||
• | Saudi Aramco (since 2019) | |||||||||||||||||||||||||
Recent Past Public Board Service: | ||||||||||||||||||||||||||
• | Accelerate Acquisition Corp. (2021 - 2022) |
![]() | Nadja Y. West, M.D. | ||||||||||||||||||||||
Independent Director since 2020 | |||||||||||||||||||||||
Biography | |||||||||||||||||||||||
Dr. Nadja West, age 61, retired from the U.S. Army with the rank of Lieutenant General in October 2019. She served as the 44th Army Surgeon General and the Commanding General of the U.S. Army Medical Command from 2015 to 2019, overseeing the highest medical readiness and battlefield wound survival rates in history. As the Joint Staff Surgeon from 2013 to 2015, Dr. West was the principal medical advisor to the Chairman of the Joint Chiefs of Staff at the Pentagon, where she coordinated all related health services issues, including operational medicine, force health protection and readiness within the military. Her prior roles include Deputy Chief of Staff for Support, U.S. Army Medical Command from 2012 to 2013, ensuring proper resources and support for smooth operation of the entire command. From 2010 to 2012, Dr. West served as Commanding General of the Europe Regional Medical Command. She is the recipient of numerous U.S. military awards, including the Distinguished Service Medal, the Defense Superior Service Medal and the Legion of Merit with three Oak Leaf Clusters. Dr. West currently serves as Trustee of both the National Recreation Foundation and Mount St. Mary’s University; and board member of Americares and The Woodruff Foundation. | |||||||||||||||||||||||
Skills & Qualifications | |||||||||||||||||||||||
• | Proven executive and operational leadership, strategic planning and healthcare management | ||||||||||||||||||||||
• | Expertise in government relations and human capital management | ||||||||||||||||||||||
• | Operational crisis management and disaster response experience pertaining to global health issues | ||||||||||||||||||||||
• | Extensive information security and cybersecurity experience | ||||||||||||||||||||||
Current Committees: | |||||||||||||||||||||||
• | Member, Regulatory Compliance & Sustainability | ||||||||||||||||||||||
• | Member, Science & Technology | ||||||||||||||||||||||
Other Public Board Service: | |||||||||||||||||||||||
• | Nucor Corporation (since 2019) | ||||||||||||||||||||||
• | Tenet Healthcare Corporation (since 2019) | ||||||||||||||||||||||
20 | 2023 Proxy Statement | ![]() |
• | Chairman of the Board and CEO: Joaquin Duato | |||||||||||||
• | Independent Lead Director: Anne M. Mulcahy | |||||||||||||
• | The Chairman and Lead Director positions are evaluated and appointed annually by the independent directors | |||||||||||||
• | The Nominating & Corporate Governance Committee annually reviews and evaluates the Board leadership structure in Executive Session | |||||||||||||
• | All five main Board Committees are composed of independent directors | |||||||||||||
• | Independent Directors met in Executive Session at each of the eight regular 2022 Board meetings | |||||||||||||
• | The independent directors appropriately challenge management and demonstrate the independence and free thinking necessary for effective oversight. | ||||
• | The directors prioritize shareholder engagement and discuss the feedback received. |
In conducting its review, the Committee considers, among other things: | |||||
• | The effectiveness of the policies, practices and people in place at our Company to help ensure strong, independent Board oversight | ||||
• | Our Company’s performance and the effect a specific leadership structure could have on its performance | ||||
• | The Board’s performance and the effect a specific leadership structure could have on performance, including the Board's efficacy at overseeing specific enterprise risks | ||||
• | The Chairman’s performance in that role (separate and apart from his/her performance as CEO, if applicable) | ||||
• | The views of our Company’s shareholders as expressed both during our shareholder engagement and through voting results at shareholder meetings | ||||
• | Applicable legislative and regulatory developments | ||||
• | The practices at other similarly situated companies and trends in governance |
![]() | 2023 Proxy Statement | 21 |
Board Agendas, Information and Schedules | • | Approves information sent to the Board and determines timeliness of information flow from management | ||||||
• | Provides feedback on quality and quantity of information flow from management | |||||||
• | Participates in setting, and ultimately approves, the agenda for each Board meeting | |||||||
• | Approves meeting schedules to ensure sufficient time for discussion of all agenda items | |||||||
• | Partners with the Chairman and CEO to determine who attends Board meetings, including management and outside advisors | |||||||
Committee Agendas and Schedules | • | Reviews in advance the schedule of Committee meetings | ||||||
• | Monitors flow of information from Committee Chairs to the full Board | |||||||
Board Executive Sessions | • | Has the authority to call meetings and Executive Sessions of the independent directors | ||||||
• | Presides at all meetings of the Board at which the Chairman is not present, including Executive Sessions of the independent directors | |||||||
Communicating with Management | • | After each Executive Session of the independent directors, communicates with the Chairman and CEO to provide feedback and also to act upon the decisions and recommendations of the independent directors | ||||||
• | Acts as liaison between the independent directors and the Chairman and CEO and management on a regular basis and when special circumstances arise | |||||||
Communicating with Stakeholders | • | Meets with major shareholders or other external parties | ||||||
• | Is regularly apprised of inquiries from shareholders and involved in responding to these inquiries | |||||||
• | Under the Board’s guidelines for handling shareholder and employee communications to the Board, is advised promptly of any communications directed to the Board or any member of the Board that allege misconduct on the part of Company management, or raise legal, ethical or compliance concerns about Company policies or practices | |||||||
CEO Performance Evaluations | • | Leads the annual performance evaluation of the Chairman and CEO, considering performance as Chairman and performance as CEO | ||||||
Board Performance Evaluation | • | Leads the annual performance evaluation of the Board | ||||||
New Board Member Recruiting | • | Interviews Board candidates, as appropriate | ||||||
CEO Succession | • | Leads the CEO succession planning process | ||||||
Crisis Management | • | Participates in crisis management oversight, as appropriate | ||||||
Limits on Leadership Positions of Other Boards | • | May only serve as chair, lead or presiding director, or similar role, or as CEO of another public company if approved by the full Board upon recommendation from the Nominating & Corporate Governance Committee | ||||||
22 | 2023 Proxy Statement | ![]() |
Consumer Health Special Committee | |||||
![]() | 2023 Proxy Statement | 23 |
Board Committee Membership | |||||
Directors | |||||||||||||||||||||||||||||||||||||||||
Name | Ind. | Age | Director Since | Primary Occupation | Board Committees | ||||||||||||||||||||||||||||||||||||
AUD | CB | NCG | RCS | ST | FIN | SC | |||||||||||||||||||||||||||||||||||
D. Adamczyk | I | 57 | 2022 | Chairman and Chief Executive Officer, Honeywell International Inc. | ü | ||||||||||||||||||||||||||||||||||||
M. C. Beckerle | I | 68 | 2015 | Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah | ü | C | |||||||||||||||||||||||||||||||||||
D. S. Davis(1) | I | 71 | 2014 | Former Chairman and Chief Executive Officer, United Parcel Service, Inc. | C | * | ü* | ü | |||||||||||||||||||||||||||||||||
I. E. L. Davis | I | 72 | 2010 | Chairman, Thoughtworks, Inc.; Former Non-Executive Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company | ü | ü | |||||||||||||||||||||||||||||||||||
J. A. Doudna | I | 59 | 2018 | Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley | ü | ü | |||||||||||||||||||||||||||||||||||
J. Duato | CH | 60 | 2022 | Chairman of the Board and Chief Executive Officer; Johnson & Johnson | C | ||||||||||||||||||||||||||||||||||||
M. A. Hewson | I | 69 | 2019 | Former Executive Chairman, Chairman, President and Chief Executive Officer, Lockheed Martin Corporation | * | C | ü* | ||||||||||||||||||||||||||||||||||
P. A. Johnson | I | 63 | 2023 | President, Wellesley College | * | ||||||||||||||||||||||||||||||||||||
H. Joly | I | 63 | 2019 | Former Chairman and Chief Executive Officer, Best Buy Co., Inc. | ü | ü | ü | ||||||||||||||||||||||||||||||||||
M. B. McClellan | I | 59 | 2013 | Director, Duke-Robert J. Margolis, MD, Center for Health Policy | ü | ü | |||||||||||||||||||||||||||||||||||
A. M. Mulcahy | ILD | 70 | 2009 | Former Chairman and Chief Executive Officer, Xerox Corporation | ü | C | ü | C | |||||||||||||||||||||||||||||||||
A. E. Washington | I | 72 | 2012 | Duke University's Chancellor for Health Affairs; President and Chief Executive Officer, Duke University Health System | ü | ü | |||||||||||||||||||||||||||||||||||
M. A. Weinberger | I | 61 | 2019 | Former Chairman and Chief Executive Officer, Ernst & Young | ü | C | ü | ||||||||||||||||||||||||||||||||||
N. Y. West | I | 61 | 2020 | Former Lieutenant General, U.S. Army | ü | ü | |||||||||||||||||||||||||||||||||||
Number of meetings in 2022(2) | 10(3) | 9 | 5 | 4 | 4 | 0 | 11 | ||||||||||||||||||||||||||||||||||
(1) | Designated as an Audit Committee financial expert | ||||||||||||||||||||||||||||||||||||||||
(2) | Inclusive of joint and special meetings among committees | ||||||||||||||||||||||||||||||||||||||||
(3) | Does not include virtual meetings held prior to each release of quarterly earnings (four in total) | ||||||||||||||||||||||||||||||||||||||||
* | At our April 2023 Board meeting, the following 1) appointments will be effective: Mr. D. S. Davis, CB; Ms. Hewson, AUD; Dr. Johnson, NCG; and 2) removal will be effective: Mr. D. S. Davis, NCG; Ms. Hewson, RCS |
CH | Chairman of the Board | NCG | Nominating & Corporate Governance Committee | |||||||||||
C | Committee Chair | RCS | Regulatory Compliance & Sustainability Committee | |||||||||||
I | Independent Director | ST | Science & Technology Committee | |||||||||||
ILD | Independent Lead Director | FIN | Finance Committee | |||||||||||
AUD | Audit Committee | SC | Consumer Health Special Committee | |||||||||||
CB | Compensation & Benefits Committee |
24 | 2023 Proxy Statement | ![]() |
Audit Committee | |||||||||||||||||
![]() | 2022 Members | Independence | Committee Financial Expert | ||||||||||||||
D. S. Davis | Each member of the Committee is independent and has significant experience in positions requiring financial knowledge and analysis. | D. S. Davis | |||||||||||||||
I. E. L. Davis | |||||||||||||||||
8* Meetings in 2022 | A. M. Mulcahy | ||||||||||||||||
M. A. Weinberger | |||||||||||||||||
Roles and Responsibilities | |||||||||||||||||
Oversees our financial management, accounting and reporting processes and practices | |||||||||||||||||
Appoints, retains, compensates and evaluates our independent auditor | |||||||||||||||||
Oversees our Global Audit & Assurance organization, reviews its annual plan and reviews results of its audits | |||||||||||||||||
Oversees the quality and adequacy of our Company’s internal accounting controls and procedures | |||||||||||||||||
Reviews and monitors our financial reporting compliance and practices and our disclosure controls and procedures | |||||||||||||||||
Discusses with management the processes used to assess and manage our exposure to financial risk and monitors risks related to tax and treasury |
![]() | 2023 Proxy Statement | 25 |
Compensation & Benefits Committee | |||||||||||||||||
![]() | 2022 Members | Independence | |||||||||||||||
M. A. Hewson | Each member of the Committee is independent. | ||||||||||||||||
D. Adamczyk | |||||||||||||||||
8 Meetings in 2022 | H. Joly | ||||||||||||||||
A. E. Washington | |||||||||||||||||
Roles and Responsibilities | |||||||||||||||||
Establishes our executive compensation philosophy and principles | |||||||||||||||||
Reviews and recommends for approval by the independent directors the compensation for our Chief Executive Officer and approves the compensation for our other executive officers | |||||||||||||||||
Sets the composition of the group of peer companies used for comparison of executive compensation | |||||||||||||||||
Oversees the design and management of the various pension, long-term incentive, savings, health and benefit plans that cover our employees | |||||||||||||||||
Reviews the compensation for our non-employee directors and recommends compensation for approval by the full Board | |||||||||||||||||
Provides oversight of the compensation philosophy and policies of the Management Compensation Committee, a non-Board committee composed of Mr. Duato (Chairman and CEO), Mr. Joseph J. Wolk (Executive Vice President, Chief Financial Officer) and Dr. Peter M. Fasolo (Executive Vice President, Chief Human Resources Officer), which, under delegation from the Compensation & Benefits Committee, determines management compensation and establishes perquisites and other compensation policies for employees other than our executive officers. |
Nominating & Corporate Governance Committee | |||||||||||||||||
![]() | 2022 Members | Independence | |||||||||||||||
A. M. Mulcahy | Each member of the Committee is independent. | ||||||||||||||||
D. S. Davis | |||||||||||||||||
5 Meetings in 2022 | J. A. Doudna | ||||||||||||||||
H. Joly | |||||||||||||||||
Roles and Responsibilities | |||||||||||||||||
Oversees matters of corporate governance, including the evaluation of the policies and practices of the Board and the Board leadership structure | |||||||||||||||||
Oversees the process for performance evaluations of the Board and its Committees | |||||||||||||||||
Reviews key talent metrics for the overall workforce, including metrics related to DEI. | |||||||||||||||||
Evaluates any questions of possible conflicts of interest for the Board and Executive Committee members | |||||||||||||||||
Reviews potential candidates for the Board as discussed on page 12 and recommends director nominees to the Board for approval | |||||||||||||||||
Reviews and recommends director orientation and continuing education programs for Board members | |||||||||||||||||
Oversees compliance with the Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers | |||||||||||||||||
Evaluates the Board leadership structure on an annual basis |
26 | 2023 Proxy Statement | ![]() |
Regulatory Compliance & Sustainability Committee | |||||||||||||||||
![]() | 2022 Members | Independence | |||||||||||||||
M. A. Weinberger | Each member of the Committee is independent. | ||||||||||||||||
M. C. Beckerle | |||||||||||||||||
4 Meetings in 2022 | I. E. L. Davis | ||||||||||||||||
M. A. Hewson | |||||||||||||||||
M. B. McClellan | |||||||||||||||||
N. Y. West | |||||||||||||||||
Roles and Responsibilities | |||||||||||||||||
Oversees regulatory compliance and adherence to high standards of quality in the areas of healthcare compliance, anti-corruption laws, and the manufacture and supply of products | |||||||||||||||||
Oversees compliance with applicable laws, regulations and Company policies related to supply chain, product quality, environmental regulations, employee health and safety, healthcare compliance, privacy, cybersecurity and political expenditures | |||||||||||||||||
Reviews the policies, practices and priorities for our political expenditures and lobbying activities | |||||||||||||||||
Oversees our risk management programs, including those related to global cybersecurity, information security, product quality and technology | |||||||||||||||||
Reviews with management all significant litigation, investigations and complaints involving healthcare compliance, anti-corruption laws and product quality compliance | |||||||||||||||||
Reviews and discusses with management the progress of sustainability goals and objectives within the Company, and external industry benchmarks and practices in the area of ESG/sustainability |
Science & Technology Committee | |||||||||||||||||
![]() | 2022 Members | Independence | |||||||||||||||
M. C. Beckerle | Each member of the Committee is independent. | ||||||||||||||||
J. A. Doudna | |||||||||||||||||
4 Meetings in 2022 | M. B. McClellan | ||||||||||||||||
A. E. Washington | |||||||||||||||||
N. Y. West | |||||||||||||||||
Roles and Responsibilities | |||||||||||||||||
Monitors and reviews the overall strategy, direction and effectiveness of the research and development organizations supporting our businesses | |||||||||||||||||
Assists the Board in identifying and comprehending significant emerging science and technology policy and public health issues and trends that may impact the Company's overall business strategy | |||||||||||||||||
Assists the Board in its oversight of major acquisitions and business development activities as they relate to new science or technology | |||||||||||||||||
Serves as a resource and provides input as needed regarding the scientific and technological aspects of product- safety matters |
![]() | 2023 Proxy Statement | 27 |
Finance Committee | |||||||||||||||||
Composed of the Chairman and CEO and Lead Director of the Board | |||||||||||||||||
Exercises the authority of the Board during the intervals between Board meetings, as permitted by law and our By‑Laws | |||||||||||||||||
Acts between Board meetings as needed, generally by unanimous written consent in lieu of a meeting | |||||||||||||||||
Any action is taken pursuant to specific advance delegation by the Board or is later ratified by the Board |
Consumer Health Special Committee | |||||||||||||||||
![]() | 2022 Members | Independence | |||||||||||||||
A. M. Mulcahy | Each member of the Committee is independent. | ||||||||||||||||
D. S. Davis | |||||||||||||||||
11 Meetings in 2022 | H. Joly | ||||||||||||||||
M. A. Weinberger | |||||||||||||||||
Roles and Responsibilities | |||||||||||||||||
Reviews and evaluates the Separation Transaction, including evaluating individual candidates to hold the positions of Chairman of the Board of the new Consumer Health business, members of its Board, the Chief Executive Officer and other members of the management leadership team of the new Consumer Health business | |||||||||||||||||
Oversees the Company’s review and evaluation of the Separation Transaction and its preparation of materials and presentations for the Board about the Separation Transaction | |||||||||||||||||
Receives updates from, and provides guidance to, the Company’s management, employees and advisors in connection with the Separation Transaction | |||||||||||||||||
Provides periodic reports to the Board and other standing Board Committee(s), as appropriate, to keep the Board and Board Committees informed with respect to material developments relating to the Separation Transaction |
28 | 2023 Proxy Statement | ![]() |
Director Meetings and Attendance |
Executive Sessions |
Private Committee Sessions with Key Compliance Leaders |
![]() | 2023 Proxy Statement | 29 |
Board Oversight of Strategy | |||||
l | The Board conducts an extensive review of the Company's long-term strategic plans on an annual basis. The Board also reviews the long-term strategic plans of each business segment. | ||||
l | Throughout the year, the Board reviews and discusses matters related to the Company's strategy with senior management to ensure our business activities are aligned with our short- and long-term strategy and that we are making progress toward our strategic goals. | ||||
l | Independent directors hold regularly scheduled Executive Sessions without management present to discuss Company performance and review long-term strategy. Certain Committees also meet in private session with senior management in our financial, legal, compliance and quality functions, among others. | ||||
l | The Board regularly discusses and reviews global economic, geopolitical, social, industry and regulatory trends and the competitive environment. The Board also considers feedback from our shareholders and other stakeholders to ensure that our short- and long-term strategies are appropriately designed to promote sustainable growth. | ||||
l | The Board consults with external advisors to understand outside perspectives on the risks and opportunities facing our Company. |
Board Oversight of Risk Management | |||||
l | The Board reviews and discusses strategic, operational, financial and reporting risks, as well as non-financial risks including strategic, operational, compliance, environmental, social (e.g., human capital management) and cybersecurity risks, leveraging the Company’s Enterprise Risk Management (ERM) framework. For more information regarding management’s use of the ERM, which provides a systematic process for management teams and employees to identify, assess and manage business risks, please see Our Approach to Enterprise Risk Management on the following page. | ||||
l | Throughout the year, the Board and applicable Committees receive updates from management regarding various enterprise risk management issues and risks related to our business segments, including risks related to litigation, product quality and safety, cybersecurity, reputation, human capital, diversity, equity and inclusion (DEI), access/drug pricing and environmental sustainability. | ||||
l | Independent directors hold regular Executive Sessions without management present to discuss risks facing the Company and its risk-management practices. In certain Committees, independent directors also meet in private session with management and leaders of our independent compliance functions. | ||||
l | The Board consults with external advisors, including outside counsel, consultants, auditors and industry experts, to ensure that it is well informed about the risks and opportunities facing our Company. |
30 | 2023 Proxy Statement | ![]() |
l | The Board reviews feedback provided by shareholders to ensure that it understands shareholder perspectives and concerns. Please see pages 43 - 45 for more information on Shareholder Engagement. | ||||
l | In addition, the Board has tasked designated Committees of the Board to assist with oversight of certain categories of risk management and the Committees report to the full Board on these matters following Committee meetings. See the following section on Board Oversight of ESG for additional information. |
Our Approach to Enterprise Risk Management | |||||
![]() | 2023 Proxy Statement | 31 |
A Note about Litigation | |||||
Patient safety and product quality have always been and will remain our first priority, and our employees around the globe are committed to ensuring that our products are safe and of high quality. Our functionally independent Quality and Compliance organization, led by our Chief Quality Officer, implements quality processes and procedures designed to ensure that our products meet our quality standards, which meet or exceed industry requirements. You can learn more about our quality processes at https://healthforhumanityreport.jnj.com/responsible-business-practices/product-quality-safety. In addition, our functionally independent medical safety organization, which is led by our Chief Medical Officer, monitors our products from research and development through clinical trials, as well as pre- and post- regulatory approvals. This team of doctors and scientists prioritizes our patient experience and ensures that safety remains our first consideration in any decision along the value chain involving our products. We recognize that there are many factors that contribute to the decision to commence litigation, many of which are not related to product quality or patient safety. Furthermore, jury verdicts are not medical, scientific or regulatory conclusions about our products. When faced with litigation, our approach will depend on the facts and circumstances. | |||||
32 | 2023 Proxy Statement | ![]() |
Oversight of Risks Related to Executive Compensation | |||||
![]() | 2023 Proxy Statement | 33 |
Balanced Performance-Based Awards | Performance-based awards are based on the achievement of strategic and leadership objectives in addition to financial metrics and relative shareholder returns versus peers. | |||||||
Multi-Year Performance Period and Vesting | The performance period and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period. Prior to 2023, grants of PSUs, restricted share units (RSUs) and options would vest three years from the grant date. Beginning with the February 13, 2023 grant, our options and RSUs will vest 1/3rd per year on each of the 1st, 2nd, and, 3rd anniversaries of the grant date. Our PSUs will continue to vest 100% on the third anniversary of the grant date. In addition, we do not pay out our PSUs until we determine the percent of target PSUs that have been earned based on performance. | |||||||
Balanced Mix of Pay Components | The target compensation mix is weighted toward long-term equity compensation vesting pro-rata over three years. | |||||||
Capped Incentive Awards | Annual performance bonuses and long-term incentive awards are capped at 200% of target. | |||||||
Stock Ownership Guidelines | Our CEO must directly or indirectly own equity in our Company equal to twelve times base salary, and the other members of our Executive Committee must own equity equal to six times base salary and retain this level of ownership at all times while serving as an Executive Committee member. | |||||||
No Change-in-Control Arrangements | None of our executive officers have in place any change-in-control arrangements that would result in guaranteed payouts. | |||||||
Compensation Recoupment Policy | The Board has the authority to recoup executive officers' past compensation in the event of a material restatement of our financial results and for significant misconduct resulting in a violation of Company policy or laws relating to the manufacturing, sales or marketing of our products. | |||||||
34 | 2023 Proxy Statement | ![]() |
Board Oversight of ESG | |||||
![]() | 2023 Proxy Statement | 35 |
Our Approach to ESG | |||||
• | Promoting sound governance structures and controls, strategy and goal setting, risk identification, prioritization and mitigation systems, and disclosure and reporting to support our approach to long-term value creation. | ||||
• | Delivering innovative health solutions for patients and consumers to advance health for everyone, everywhere. | ||||
• | Investing in our employees, creating a diverse, equitable and inclusive environment in which all can belong, and empowering employees to strengthen the communities in which we live and work. | ||||
• | Marshaling our expertise, resources and partnerships to reduce the environmental footprint of our operations, our products and our extended supply chain. |
36 | 2023 Proxy Statement | ![]() |
![]() | 2023 Proxy Statement | 37 |
• | Our 2021 Health for Humanity Report included our formalized ESG strategy as well as our first-year progress toward our Health for Humanity 2025 Goals. | ||||
• | In 2021, we published our first year of disclosure against the Norges Bank Investment Management anti-corruption indicator framework as well as our third year of disclosures against the Sustainability Accounting Standards Board (SASB) Standards for all three of our business segments and second year against the Task Force on Climate-related Financial Disclosures (TCFD) framework. These disclosures will also be included in the Company's 2022 Health for Humanity Report for the 2022 reporting year. | ||||
• | We have continued to improve our disclosures on key ESG topics, including enhancing our tax policy, position on disaster relief and position on employee development. | ||||
• | We further reinforced our commitment to reporting high-quality, validated data, by disclosing externally assured data across more than 400 metrics, including in the areas of quality, human capital management, DEI, philanthropy, and environmental governance. | ||||
• | In June 2022, we held our fifth investor relations ESG webcast, following the release of our 2021 Health for Humanity Report. It provided shareholders with an update on our Company's progress and performance related to our ESG strategy and Health for Humanity 2025 Goals. The 2022 webcast included an interview with members of the Johnson & Johnson Board of Directors and our Chief Financial Officer. We have continued to enhance our ESG management approach to effectively govern and manage ESG risks while also identifying opportunities that align with our business strategy. | ||||
• | To ensure our performance is accurately reflected in various ESG scores, we proactively engage with third-party ESG rating agencies throughout the year. |
Championing Global Health Equity | |||||
• | In 2022, we Ranked #2 in the Access to Medicine Index and were featured as an Index top-three performer for the sixth consecutive year, reflecting our decades-long deliberate and focused strategy to enable access to our innovative medicines and technologies. | ||||
• | Expanded our network of global health discovery centers that aim to accelerate science to tackle pandemic threats with a new center in Singapore to advance dengue and zika research. | ||||
• | Since 2019, Johnson & Johnson Impact Ventures, a fund within the Johnson & Johnson Foundation, has invested in companies and supported entrepreneurs innovating to improve health equity for underserved patients around the world. In 2022, it received its first return on investment and has reinvested the financial returns into new investments. | ||||
• | In 2022, the Johnson & Johnson Center for Health Worker Innovation advanced several initiatives, including a $15 million commitment from the Johnson & Johnson Foundation to the Africa Frontline First Catalytic Fund to support community health workers across 10 African countries. | ||||
• | Through Our Race to Health Equity the $100 million, five-year initiative, by the end of 2022, Johnson & Johnson committed over $52 million in programs focused on closing the racial health gap, with investments in community health centers, community health workers, health literacy education and community engagement, increasing the racial and ethnic diversity of the health care talent pipeline and workforce. |
38 | 2023 Proxy Statement | ![]() |
Empower our Employees | |||||
• | More than 130,000 employees (92%) responded to Our Credo Survey ― a testament to our values-driven culture. | ||||
• | Launched J&J Learn, a dynamic learning and development ecosystem that empowers employees to provide our workforce with continuous opportunities for reskilling, upskilling and development. | ||||
• | Introduced the Company’s evolved enterprise DEI strategy, which recognizes how DEI accelerates our ability to meet the changing needs of the communities we serve, while driving innovation and growth within our business to serve diverse markets around the world. | ||||
• | In recognition of the Company’s commitment to help employees balance their personal and professional responsibilities, Johnson & Johnson extended its paid parental leave benefit globally from 8 to 12 weeks for all eligible employees. In the U.S., the benefit was effective on January 1, 2022, with retroactive coverage for new family additions as of July 1, 2021. | ||||
• | Enhanced mental health resources for employees and their families. | ||||
Advance Environmental Health | |||||
• | For the fifth consecutive year, Johnson & Johnson was recognized with a CDP A-List rating for our leadership in climate action. | ||||
• | Finalized a deal to source 100% renewable electricity for our operations in Brazil. | ||||
• | Expanded our single-use device hospital recycling program to six European countries and three categories within MedTech. | ||||
• | Joined a collaboration of pharmaceutical companies, known as Activate, to support active pharmaceutical ingredient suppliers in their decarbonization efforts. | ||||
• | Expanded our U.S. Safe Returns program (pharma) to Switzerland with more countries planned for 2023. | ||||
Lead with Accountability and Innovation | |||||
• | Included in the FTSE4Good Index Series for the 22nd year, which measures the performance of publicly traded companies demonstrating ESG practices, scoring in the 97th percentile in our sector in 2022. | ||||
• | Ranked 1st in the pharmaceuticals sector for Moody’s ESG Scorecard in 2022. | ||||
• | Achieved a MSCI "A" ESG Rating in 2022. | ||||
• | Ranked #9 on Drucker Institute’s Top 250 Best-Managed Companies of 2022. |
![]() | 2023 Proxy Statement | 39 |
Board Oversight of Human Capital Management | |||||
Our Approach to Human Capital Management | |||||
• | Attracting and recruiting the best talent; | ||||
• | Developing and retaining talent; and | ||||
• | Empowering and inspiring talent. |
40 | 2023 Proxy Statement | ![]() |
Diversity, Equity and Inclusion | |||||
![]() | 2023 Proxy Statement | 41 |
Growth and Development | |||||
Culture and Employee Engagement |
At Johnson & Johnson, employees are guided by Our Credo, which sets forth our responsibilities to patients, consumers, customers, healthcare professionals, employees, communities and shareholders. Employees worldwide must adhere to our Code of Business Conduct which sets basic requirements and serves as a foundation for our Company policies, procedures and guidelines, all of which provide additional guidance on expected employee behaviors in every market where we operate. We conduct global surveys that offer our employees the ability to provide feedback and valuable insight to help address potential human resources risks and identify opportunities to improve. | |||||
![]() | On a biennial basis, we conduct the Our Credo Survey, which assesses employee sentiment and the degree to which our employees believe that senior leadership demonstrates Our Credo values and fulfills our responsibility to stakeholders, including employees. In the interim years, we conduct the Our Voice Survey, which measures employee sentiment about important aspects of our culture such as employee engagement, DEI, development, health and wellness, collaboration, execution, innovation and compliance and risk. The results of both surveys are reviewed by the Board, senior leadership and the human resources organization. Managers are provided with detailed anonymized reports highlighting their team results, along with both strengths and areas where an improvement plan is recommended. Following a detailed analysis of the results, which are communicated to employees, plans are developed to address the primary areas of opportunity as identified by employees’ feedback, both at the enterprise level and from individual teams. |
42 | 2023 Proxy Statement | ![]() |
Compensation and Benefits | |||||
Health, Wellness and Safety | |||||
Continued Commitment to Proactive Engagement | |||||
Board-Driven Engagement | |||||
![]() | 2023 Proxy Statement | 43 |
Our Approach to Shareholder Outreach and Engagement | ||||||||||||||
Our shareholder outreach and engagement program is active throughout the year. In early summer, we review the voting results from the prior Annual Shareholders’ Meeting, our current performance, emerging topics and market trends. We develop a shareholder outreach and engagement plan for the fall and review it with our advisors to ensure that our program is focused on topics of greatest interest to our shareholders. | ||||||||||||||
Executive compensation was a priority focus area during our 2022 fall engagement season | ||||||||||||||
Specifically, we sought feedback on the design of our executive compensation program as well as the treatment of special items. including litigation and compliance costs. Our Lead Director and Chair of the Compensation & Benefits Committee participated in many of those meetings, including with 7 of our 15 largest investors. More information on this topic and the Company's response is included in 2022 Say on Pay Response Results and Shareholder Engagement on page 62 of this Proxy Statement. | ||||||||||||||
Depth of the fall engagement season: | ||||||||||||||
![]() | ||||||||||||||
• | Prior to the 2022 Annual Meeting, we reached out to our 100 largest shareholders to discuss and receive feedback on the items of business and disclosure in our 2022 Proxy Statement. | |||||||||||||
• | We include information on our voting card and vote landing page inviting all shareholders to share comments with the Board. Prior to the 2022 Annual Meeting, we received 131 shareholder comments. Shareholders may contact any of our directors, including the Lead Director, using any of the options described on page 143. | |||||||||||||
• | We hosted our fifth annual ESG Investor Update webcast in June 2022, coinciding with the release of our annual Health for Humanity Report. The Health for Humanity Report discloses our progress toward our ESG goals. The webinar provided shareholders with the opportunity to engage and ask questions of our business leaders in investor relations, product quality, medical safety, legal, global public health and environmental health, safety and sustainability. | |||||||||||||
• | The Board continually reviews feedback from our shareholders. | |||||||||||||
Our Year-Round Shareholder Engagement Cycle | ||||||||||||||
![]() |
44 | 2023 Proxy Statement | ![]() |
Shareholder Engagement Topics | |||||
• | Board Composition and Diversity | • | Executive Compensation and Performance Metrics | |||||||||||
• | Board Evaluation Process | • | Lead Director Responsibilities | |||||||||||
• | Board Oversight of Risk | • | Litigation | |||||||||||
• | Board Tenure and Refreshment | • | Pharmaceutical Pricing Transparency and Access | |||||||||||
• | CEO Transition | • | Product Quality and Safety | |||||||||||
• | Consumer Health Separation | • | Separation of the Chairman and CEO Roles | |||||||||||
• | COVID-19 Response and Vaccine | • | Shareholder Engagement and Communication | |||||||||||
• | Culture and Human Capital Management | • | Shareholder Proposals | |||||||||||
• | Diversity, Equity and Inclusion | • | Succession Planning and Talent Development | |||||||||||
• | ESG Issues and Reporting | • | Tax Policy |
![]() | 2023 Proxy Statement | 45 |
Shareholder Feedback | |||||
What We Heard | What We Did | |||||||
Provide greater disclosure regarding the treatment of litigation in executive compensation metrics. | We further enhanced our proxy materials to offer additional disclosure around the treatment of litigation in executive compensation metrics, including the Compensation & Benefits Committee’s consideration of special items and the determination of whether to exercise discretion to adjust executive compensation (see 2022 Say on Pay Results and Shareholder Engagement on pages 62). | |||||||
Provide disclosure of the Company’s EEO-1 data. | We released our Consolidated 2021 EEO-1 Report in June 2022. | |||||||
Continue disclosure of and progress against ESG commitments. | In 2022, the Company announced its evolved ESG strategy, including efforts directed toward health equity, human capital management and the environment. Additionally, we continued our commitment to disclosure and engagement with stakeholders through the following: •Continued enhanced disclosure of ESG in the Proxy Statement (see Board Oversight of ESG and Our Approach to ESG beginning on page 35) •Continued enhancement of the Company’s ESG Investor Update webcast, including a discussion with the Lead Director •Released the third Johnson & Johnson Diversity, Equity & Inclusion Impact Review | |||||||
Incorporate the TCFD framework into the Company’s climate reporting disclosures. | We enhanced our annual CDP Climate Change Report to reflect additional climate-related disclosures based on TCFD recommendations. Our annual climate resilience disclosures can be found in our annual Health for Humanity Report. | |||||||
Align executive compensation with the experience of shareholders. | We did not adjust our executive compensation program to account for the impact of COVID-19. | |||||||
Review political spending guidelines to ensure alignment with Company values. | The Board annually reviews political spending and lobbying activity to ensure alignment with Our Credo. | |||||||
46 | 2023 Proxy Statement | ![]() |
All directors are independent except for our Chairman and CEO |
![]() | 2023 Proxy Statement | 47 |
Director | Organization | Type of Organization | Relationship to Organization | Type of Transaction or Relationship | 2022 Aggregate Magnitude | ||||||||||||
D. Adamczyk | Honeywell International | Profit Organization | Executive Officer | General building services and maintenance | <1% | ||||||||||||
M. C. Beckerle | Huntsman Cancer Institute | Healthcare Institution | Executive Officer | Sales | <$1 million | ||||||||||||
M. C. Beckerle | University of Utah | Educational Institution | Employee | Sales; investigator payments; grants | <1%; <$1 million | ||||||||||||
J. A. Doudna | University of California - Berkeley | Educational Institution | Employee | Sales; research-related payments; sponsorships; grants | <$1 million | ||||||||||||
P. A. Johnson | Wellesley College | Educational Institution | Executive Officer | Royalties | <$1 million | ||||||||||||
H. Joly | Harvard Business School | Educational institution | Employee | Contributions; grants; rental payments; rebates; consulting fees; lab supplies; tuition; training programs; memberships; subscriptions | <1% | ||||||||||||
M.B. McClellan | Duke University | Educational Institution | Employee | Tuition reimbursements | <1%; <$1 million | ||||||||||||
A.M. Mulcahy | Save the Children | Non-profit Organization | Trustee | Contributions | <1% | ||||||||||||
A.E. Washington | Duke University | Educational Institution | Employee | Sales; research-related payments; grants; tuition reimbursements | <1%; <$1 million | ||||||||||||
A.E. Washington | Duke University Health System | Healthcare Institution | Executive Officer | Sales; rebates | <1%; <$1 million | ||||||||||||
M. A. Weinberger | Case Western Reserve University | Educational Institution | Trustee | Investigator payments; rebates; grants; sponsorships | <1%; <$1 million | ||||||||||||
M. A. Weinberger | Emory University | Educational Institution | Trustee | Sales; investigator payments; rebates; grants; sponsorships | <1%; <$1 million | ||||||||||||
M. A. Weinberger | US Council for International Business | Non-profit Organization | Trustee | Membership dues | <$1 million | ||||||||||||
N. Y. West | Americares | Non-profit Organization | Trustee | Grants; contributions | <1% | ||||||||||||
Note: Any transaction or relationship under $25,000 is not listed above. | |||||||||||||||||
In the event of Board-level discussions pertaining to a potential transaction or relationship involving an organization with which a director is affiliated, that director would be expected to recuse himself or herself from the deliberation and decision-making process. In addition, other than potential review and approval of related person transactions under our Policy on Transactions with Related Persons described on the following page, none of the non-employee directors has the authority to review, approve or deny any grant to or research contract with an organization. |
48 | 2023 Proxy Statement | ![]() |
Policies and Procedures | |||||
The following types of transactions have been deemed by the Committee to be pre-approved or ratified, even if the aggregate amount involved will exceed $120,000: | ||||||||
l | Compensation paid by our Company for service as a director or executive officer | |||||||
l | Transactions with other companies where the related person’s only relationship is as a non-executive employee, less than 10% equity owner or limited partner, and the transaction does not exceed the greater of $1 million or 2% of that company’s annual revenues | |||||||
l | Our contributions to charitable organizations where the related person is an employee and the transaction does not exceed the lesser of $500,000 or 2% of the charitable organization’s annual receipts | |||||||
l | Transactions where the related person’s only interest is as a holder of our stock and all holders receive proportional benefits, such as the payment of regular quarterly dividends | |||||||
l | Transactions involving competitive bids | |||||||
l | Transactions where the rates or charges are regulated by law or government authority | |||||||
l | Transactions involving bank depositary, transfer agent, registrar, trustee under a trust indenture or a party performing similar banking services | |||||||
![]() | 2023 Proxy Statement | 49 |
Transactions with Related Persons | |||||
50 | 2023 Proxy Statement | ![]() |
Stock Ownership | |||||
Name | Number of Common Shares(1) (#) | Deferred Share Units(2) (#) | Common Shares Underlying Options or Stock Units(3) (#) | Total Number of Shares Beneficially Owned (#) | ||||||||||||||||||||||
D. Adamczyk | 1,063 | 1,056 | 0 | 2,119 | ||||||||||||||||||||||
M. C. Beckerle | 0 | 10,625 | 0 | 10,625 | ||||||||||||||||||||||
D. S. Davis | 0 | 12,514 | 0 | 12,514 | ||||||||||||||||||||||
I. E. L. Davis | 4,193 | 18,167 | 0 | 22,360 | ||||||||||||||||||||||
J. A. Doudna | 0 | 5,266 | 0 | 5,266 | ||||||||||||||||||||||
J. Duato | 316,393 | 0 | 856,144 | 1,172,537 | ||||||||||||||||||||||
M. A. Hewson | 3,000 | 6,152 | 0 | 9,152 | ||||||||||||||||||||||
P. A. Johnson | 100 | 0 | 0 | 100 | ||||||||||||||||||||||
H. Joly | 5,000 | 3,707 | 0 | 8,707 | ||||||||||||||||||||||
M. B. McClellan | 0 | 14,695 | 0 | 14,695 | ||||||||||||||||||||||
A. McEvoy | 54,824 | 0 | 354,651 | 409,475 | ||||||||||||||||||||||
T. Mongon | 65,915 | 0 | 58,447 | 124,362 | ||||||||||||||||||||||
A. M. Mulcahy | 7,858 | 18,167 | 0 | 26,025 | ||||||||||||||||||||||
J. Taubert | 140,879 | 0 | 420,196 | 561,075 | ||||||||||||||||||||||
A. E. Washington | 0 | 28,162 | 0 | 28,162 | ||||||||||||||||||||||
M. A. Weinberger | 0 | 6,276 | 0 | 6,276 | ||||||||||||||||||||||
N. Y. West | 0 | 2,387 | 0 | 2,387 | ||||||||||||||||||||||
J. J. Wolk | 50,397 | 0 | 215,747 | 266,144 | ||||||||||||||||||||||
All directors and executive officers as a group (24) | 979,605 | 127,174 | 1,905,185 | 3,011,964 |
![]() | 2023 Proxy Statement | 51 |
Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||||
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | Common Stock | 246,826,621 shares(1) | 9.44%(1) | ||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Common Stock | 198,802,769 shares(2) | 7.60%(2) | ||||||||
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111 | Common Stock | 142,447,994 shares(3) | 5.45%(3) | ||||||||
(1) Based solely on an Amendment to Schedule 13G filed with the SEC on February 9, 2023, The Vanguard Group reported aggregate beneficial ownership of approximately 9.44%, or 246,826,621 shares, of our common stock as of December 31, 2022. Vanguard reported that it possessed sole dispositive power of 236,271,620 shares, shared dispositive power of 10,555,001 shares, and shared voting power of 3,358,072 shares. Vanguard also reported that it did not possess sole voting power over any shares beneficially owned. | |||||||||||
(2) Based solely on an Amendment to Schedule 13G filed with the SEC on January 31, 2023, BlackRock, Inc. reported aggregate beneficial ownership of approximately 7.6%, or 198,802,769 shares, of our common stock as of December 31, 2022. BlackRock reported that it possessed sole voting power of 178,286,437 shares and sole dispositive power of 198,802,769 shares. BlackRock also reported that it did not possess shared voting or dispositive power over any shares beneficially owned. | |||||||||||
(3) Based solely on a Schedule 13G filed with the SEC on February 10, 2023, State Street Corporation reported aggregate beneficial ownership of approximately 5.45%, or 142,447,944 shares, of our common stock as of December 31, 2022. State Street reported that it possessed shared voting power of 122,415,200 shares and shared dispositive power of 142,084,378 shares. State Street also reported that it did not possess sole voting or sole dispositive power over any shares beneficially owned. | |||||||||||
As a result of being beneficial owners of more than 5% of our stock, The Vanguard Group (Vanguard), BlackRock, Inc. (BlackRock), and State Street Corporation (State Street) are currently considered related persons under our Policy on Transactions with Related Persons described on page 49. |
52 | 2023 Proxy Statement | ![]() |
2023 Non-Employee Director Compensation | ($) | ||||
Cash Compensation | $125,000 | ||||
Lead Director Cash Retainer | 50,000 | ||||
Audit Committee Chair Cash Retainer | 30,000 | ||||
Committee Chair (other than Audit) Cash Retainer | 20,000 | ||||
Value of Deferred Share Units | 195,000 |
![]() | 2023 Proxy Statement | 53 |
2022 Total Director Compensation | |||||||||||||||||||||||
A | B | C | D | E | F | G | H | ||||||||||||||||
Name | Role for Additional Cash Retainer | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | ||||||||||||||||
D. Adamczyk | $109,161 | $171,000 | $0 | $0 | $20,000 | $300,161 | |||||||||||||||||
M. C. Beckerle | Comm Chair | $145,000 | $195,000 | $0 | $0 | $20,000 | $360,000 | ||||||||||||||||
D. S. Davis | Comm Chair | $155,000 | $195,000 | $0 | $0 | $0 | $350,000 | ||||||||||||||||
I. E. L. Davis | $125,000 | $195,000 | $0 | $0 | $0 | $320,000 | |||||||||||||||||
J. A. Doudna | $125,000 | $195,000 | $0 | $0 | $20,000 | $340,000 | |||||||||||||||||
A. Gorsky | $0 | $12,988,366 | $5,069,898 | $2,444,000 | $1,693,302 | $22,195,566 | |||||||||||||||||
M. A. Hewson* | Comm Chair | $138,588 | $195,000 | $0 | $0 | $20,000 | $353,588 | ||||||||||||||||
H. Joly | $125,000 | $195,000 | $0 | $0 | $20,000 | $340,000 | |||||||||||||||||
M. B. McClellan | $125,000 | $195,000 | $0 | $0 | $0 | $320,000 | |||||||||||||||||
A. M. Mulcahy | LD/Comm Chair | $195,000 | $195,000 | $0 | $0 | $20,000 | $410,000 | ||||||||||||||||
C. Prince | $40,496 | $195,000 | $0 | $0 | $20,000 | $255,496 | |||||||||||||||||
A. E. Washington | $125,000 | $195,000 | $0 | $0 | $20,000 | $340,000 | |||||||||||||||||
M. A. Weinberger | Comm Chair | $145,000 | $195,000 | $0 | $0 | $0 | $340,000 | ||||||||||||||||
N. Y. West | $125,000 | $195,000 | $0 | $0 | $20,000 | $340,000 | |||||||||||||||||
R. Williams* | $46,976 | $195,000 | $0 | $0 | $20,000 | $261,976 |
54 | 2023 Proxy Statement | ![]() |