SEC Filing | Johnson & Johnson

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jnj-20230313

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:


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

JOHNSON & JOHNSON

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check all boxes that apply):


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.

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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders of Johnson & Johnson to be held on April 27, 2023:

The Proxy Statement and Annual Report to Shareholders are available at
https://www.investor.jnj.com/asm

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

Elect the 12 nominees named in this Proxy Statement to serve as directors for the coming year;

VOTING

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:

Vote, on an advisory basis, on the frequency of voting to approve named executive officer compensation;

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023;

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.

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

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			A Message from Our Lead Director

Dear fellow shareholders,
Last year we witnessed significant global challenges, among them increased inflation and interest rates, ongoing supply chain challenges and global unrest. In such times Johnson & Johnson relies on the lessons it has learned in well over a century of leadership, innovation and service to patients and consumers. Among these are an unwavering commitment to a diversified product portfolio, a strong balance sheet, and thoughtful leadership succession.

These foundational priorities were on my mind as I redoubled my focus this year on feedback from you, our shareholders, to better understand your priorities for the next chapter of Johnson & Johnson. Our Board of Directors firmly believes that shareholder engagement
is a cornerstone of our oversight of the world’s most diversified healthcare company – your insights make the Company a more resilient and successful company to the ultimate benefit of patients around the world.

Delivering value to shareholders while investing for tomorrow.

The Company has always prioritized a strong balance sheet, which affords the Company the ability to weather – even thrive – despite external challenges in any given year. This was particularly evident this year, as the Company delivered on all four of its capital allocation priorities: investment in R&D, increasing its dividend, value creating acquisitions, and share repurchases when capital allocation permits.

From its founding in 1886, scientific advancement has been the engine of innovation for the Company and the wellspring of new products for what would become each of its three sectors: Pharmaceuticals, MedTech, and Consumer Health. The Company’s commitment to innovation has led to the introduction of countless products for patients and consumers around the world. Investment in our internal pipeline and R&D was a top financial priority in 2022, and the Company invested approximately 15% of sales into R&D. Many of our products originate with external innovation, and acquisitions therefore remain a priority as we continually seek out the most innovative technologies and value-accretive product lines. As we look to the future of the new Johnson & Johnson, we remain focused on the successful completion of the planned Consumer Health separation and ensuring that the legacy of innovation continues to flourish at both companies.

Further, as memorialized in Our Credo, it is foundational that we not only invest in our business but also share our financial returns with our shareholders. The Company’s continued investment in innovation combined with its disciplined capital allocation strategies yielded more than $14 billion being returned to our shareholders in 2022.

Shareholder feedback is critical to Board oversight.

We believe in the power of understanding and internalizing our shareholders’ perspectives – your feedback helps inform how we oversee the Company in very concrete ways. In 2022, the management team has had dozens of meetings with investors and stakeholder groups, many of which I personally participated in, often joined by another Board member. This has been invaluable to understanding our shareholders’ views on the risks and opportunities facing the Company. These discussions elicited a few salient topics, among them (1) executive compensation and its relationship to the management of litigation risk and (2) the nature of our oversight of environmental, social and governance (ESG) matters.

First, in my message last year, I emphasized how the Board has incorporated shareholder feedback on our executive compensation program, and this vigilance continues. Our executive compensation program is carefully designed to align management incentives with shareholder outcomes, and the Board continues to review and

engage on that structure, remaining steadfastly focused on driving management to prioritize robust growth without compromising long-term value. The management team remains focused on responsibly addressing the litigation challenges facing the Company, while always adhering to Our Credo values and remaining focused on the well-being of patients. The Board’s Compensation & Benefits Committee maintains the discretion to modify compensation of executives, and we consistently heard from shareholders that this discretion is fundamental to our responsibility to ensure that incentives and compensation are appropriately aligned with financial performance and Our Credo. I encourage you to review our enhanced executive compensation disclosure at page 59, which describes in detail our process improvements, including formalized collaboration between the Compensation & Benefits Committee and the Audit Committee.

Second, our oversight of ESG matters continues to evolve as
these issues become increasingly important to our stakeholders, including our regulators. During our annual review of how the Board evaluates and mitigates risk, we concluded that our revamped Regulatory Compliance & Sustainability Committee is best positioned to oversee certain ESG matters alongside other complementary compliance matters. In turn, the Science & Technology Committee now oversees medical safety and devotes even greater attention to the Company’s product pipeline and evaluation of innovative technologies. We believe this restructuring helps ensure that our governance structure reflects the most important issues and opportunities facing the Company.

Gratitude for departing directors and enthusiasm for the future.

This year marks the retirement of Alex Gorsky, who served with great distinction as our CEO and Chairman of the Board. Alex has been a transformational leader for the Company, always guided by Our Credo while driving us forward. Johnson & Johnson – and Kenvue – will benefit from his leadership and vision long into the future, and the Board sincerely thanks him for his service and the legacy he leaves.

We also celebrate the retirement of our long-serving directors Ian Davis and A. Eugene Washington. Their steady hands have made Johnson & Johnson a stronger company, and they will be missed personally and professionally.

On February 14, we welcomed Paula Johnson, President of Wellesley College, to our Board. She is an impressive leader, physician-scientist, and educator, with expertise in improving health outcomes for patients around the globe and we look forward to her contributions.

These changes bring a new era for the Company, as the Board recognizes that strong talent development and succession planning is critical to the growth and evolution of the Company. The beginning of 2023 marked Joaquin Duato’s appointment as our Chairman in addition to his role as CEO. The Board of Directors takes very seriously its responsibility for succession planning and Board refreshment, and we engaged in a thorough review in reaching this decision. Our current Board structure – with an independent Lead Director and main Committees comprising entirely independent directors – provides robust independent leadership and oversight. We have the utmost confidence in Joaquin and believe that in this circumstance combined CEO and Chairman roles provides the best foundation for the long-term success of the Company.

Your vote matters.

2023 will be a year of great change at the Company, perhaps more than any year in its storied history. Yet amidst great change, much remains the same – we are a company dedicated to our patients, loyal to our employees, responsible to our communities, and in the service of our shareholders. And I have never been more excited for our future.

Your vote is important, and on behalf of the full Board, I encourage you to review the voting recommendations in this Proxy Statement and I welcome your perspectives throughout the year.

Sincerely,

Anne Mulcahy

Lead Director


4			2023 Proxy Statement

Table of Contents


4	A Message from Our Lead Director		Index of Frequently Requested Information (alphabetical)
6	2023 Proxy Statement — Summary
	6	Voting Overview and Vote Recommendations of Board — Items of Business
	10	Corporate Governance Highlights
Board of Directors			141	Annual Meeting Attendance
	12	ITEM 1: Election of Directors	89	Anti-Pledging, Hedging Policy
	12	Director Nomination Process, Board Refreshment and Board Composition	126	Auditor Fees
	15	Nominees	125	Auditor Tenure
	21	Board Leadership Structure	13	Board Evaluation
	23	Board Committees	21	Board Leadership Structure
	29	Board Meetings and Processes	29	Board Meeting Attendance
	30	Board Oversight of Strategy	115	CEO Pay Ratio
	30	Oversight of Risk	72	CEO Performance Evaluation
	35	Oversight of ESG	86	Compensation Consultant
	40	Oversight of Human Capital Management	9	Compensation Summary
	43	Shareholder Engagement	10	Corporate Governance Highlights
	47	Director Independence	15	Director Biographies
	49	Related Person Transactions	47	Director Independence
	51	Stock Ownership and Section 16 Compliance	10	Director Overboarding Policy
	53	Director Compensation	12	Director Qualifications
Compensation of Executives			41	Diversity, Equity and Inclusion
	57	ITEM 2: Advisory Vote to Approve Named Executive Officer Compensation	89	Exec. Comp. Recoupment Policy
	58	Compensation Committee Report	40	Human Capital Management
	59	Compensation Discussion and Analysis	22	Lead Director Duties
	60	2022 Performance and Compensation	78	Long-Term Incentives
	77	Executive Compensation Philosophy	140	Notice and Access
	78	Components of Executive Compensation	35	Oversight of ESG
	82	Peer Groups for Pay and Performance	77	Pay For Performance
	85	Compensation Decision Process	83	Peer Group Comparisons
	86	Governance of Executive Compensation	81	Perquisites
	88	Additional Information Concerning Executive Compensation	11	Political Spending Oversight
	91	Executive Compensation Tables	10	Proxy Access
	94	2022 Summary Compensation Table	49	Related Person Transactions
	100	2022 Grants of Plan-Based Awards	30	Risk Oversight
	103	2022 Outstanding Equity Awards at Fiscal Year-End	88	Severance Benefits
	106	2022 Option Exercises and Stock Vested	43	Shareholder Engagement
	107	2022 Pension Benefits	128	Shareholder Proposals
	109	2022 Non-Qualified Deferred Compensation		Stock Ownership Requirements:
	111	2022 Potential Payments Upon Termination	56	for Directors
	115	Ratio of the Annual Total Compensation of the Median-Paid Employee to CEO	88	for Executive Officers
	124	ITEM 3: Advisory Vote on Frequency of Voting to Approve Named Executive Officer Compensation	139	Voting
			144	Websites and Resources
Audit Matters
	124	Audit Committee Report
	124	ITEM 4: Ratification of Appt. of Independent Registered Public Accounting Firm
Shareholder Proposals
	128	ITEMS 5 - 8: Shareholder Proposals
General Information
	139


			2023 Proxy Statement						5

2023 Proxy Statement – Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does
not contain all of the information you should consider. Please read the entire Proxy Statement carefully
before voting.

Voting Overview and Vote Recommendations of Board

Election of Director Nominees

Details

Recommendation

Item 1:

Election of 1 2 Director Nominees

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:

Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay)

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:

Advisory Vote on Frequency of Voting to Approve Named Executive Officer Compensation

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:

Ratification of Appointment of Independent Registered Public Accounting Firm

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:

Federal Securities Laws Mandatory Arbitration Bylaw

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:

Vaccine Pricing Report

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:

Executive Compensation Adjustment Policy

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:

Impact of Extended Patent Exclusivities on Product Access

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

NCG

RCS

FIN

D. Adamczyk

2022

Chief Executive Officer, Honeywell International

M. C. Beckerle

2015

Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah

D. S. Davis

2014

Former Chairman and Chief Executive Officer, United Parcel Service, Inc.

ü*

J. A. Doudna

2018

Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley

J. Duato

2022

Chairman of the Board and Chief Executive Officer, Johnson & Johnson

M. A. Hewson

2019

Former Chair, President and Chief Executive Officer, Lockheed Martin Corporation

ü*

P. A. Johnson

2023

President, Wellesley College

H. Joly

2019

Former Chairman and Chief Executive Officer, Best Buy Co., Inc.

M. B. McClellan

2013

Director, Duke-Robert J. Margolis, MD, Center for Health Policy, Duke University

A. M. Mulcahy

ILD

2009

Former Chairman and Chief Executive Officer, Xerox Corporation

M. A. Weinberger

2019

Former Chairman and Chief Executive Officer, EY (Ernst & Young)

N. Y. West

2020

Former Lieutenant General, U.S. Army

Number of meetings in 2022(1)

10(2)

(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

Chairman of the Board

AUD

Audit Committee

RCS

Regulatory Compliance & Sustainability Committee

Committee Chair

Compensation & Benefits Committee

Consumer Health Special Committee

ILD

Independent Lead Director

NCG

Nominating & Corporate Governance Committee

Science & Technology Committee

Independent Director

FIN

Finance Committee


8			2023 Proxy Statement

2022 Executive Compensation Summary

Our Credo

Since 1943, Our Credo has guided us in fulfilling our responsibilities to our customers, employees, communities and shareholders. In assessing our named executive officers’ contributions, we look to results-oriented measures of performance as well as how those results were achieved. We consider whether the decisions and actions leading to the results were consistent with the values embodied in Our Credo and the long-term impact of the decisions.

2022 Say on Pay Results

Approximately 86% of the votes were cast in favor of our executive compensation program as disclosed in our 2022 Proxy Statement (the Say on Pay vote). We discussed our executive compensation program with our shareholders during our annual engagement cycle. Our shareholders support our program and the changes detailed in our 2022 Proxy Statement. We describe our Say on Pay results, what we heard, and what we did in detail beginning on page 62.

2022 Shareholder Engagement

See our Shareholder Engagement section on page 43 for detail on our approach to shareholder engagement.

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2022 Company Performance and Annual Incentives

Despite continued macroeconomic challenges, including inflation and austerity measures, the Company delivered solid results. However, our financial performance was mixed when compared to our internal goals, resulting in a financial payout factor of 80.7% for the enterprise. We performed well against key enterprise strategic objectives, which the Committee assessed at 130.0% of target.

The Committee used its discretion to lower the payout from 95.5% to 91.0% to align the payout more closely with those of the segments.

We describe our 2022 annual incentive goals and performance under 2022 Annual Incentive Goals and Performance on pages 64 to 68.

2020-2022 Performance Share Unit (PSU) Payout

Our 2020-2022 PSUs paid out at 100.0% of target. We did not adjust our goals for the impact of COVID-19. We describe the performance of our 2020-2022 PSUs in more detail on pages 69 to 71.

Compensation for 2022 Performance

The Board approved Mr. Duato's 2022 annual incentive payout at 91.0% of target based on the weighted financial and strategic performance of the Company. The Board also approved Mr. Duato's long-term incentive award based on 2022 performance at 130.0% of target.


			2023 Proxy Statement						9

Corporate Governance Highlights

Johnson & Johnson is governed by the values set forth in Our Credo, which extend to our corporate governance practices and are reflected in our By-Laws and Principles of Corporate Governance. The Nominating & Corporate Governance Committee reviews our Principles of Corporate Governance and our overall governance practices on an annual basis to ensure that our corporate governance practices continue to meet the high standards expected by our shareholders. Our Principles of Corporate Governance can be found at https://www.investor.jnj.com/corporate-governance.


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

As a leader in the healthcare industry, we are committed to supporting the development of sound health policies. We work with many organizations across the political spectrum on a variety of policy issues related to health and other topics that impact patients, consumers and our Company. As a result of constructive engagement with a number of our institutional investors, we were an early mover on the disclosure of corporate political expenditures and activities, and we have expanded that disclosure over the years as we continue the dialogue with our shareholders on this issue.

The Regulatory Compliance & Sustainability Committee and the full Board review our Company’s political contribution and lobbying policies, practices and activities annually. In addition, our Political Action Committee and U.S. corporate political spending is audited biennially by our internal auditors. Disclosure regarding our political activities and expenditures, including the policies and procedures that govern that activity and spending and the Board’s oversight role, are updated semi-annually and can be found at https://www.investor.jnj.com/political-engagement.


Other Corporate Disclosure

U.S. Pharmaceutical Pricing Transparency Disclosure

Our U.S. Pharmaceuticals business provides extensive disclosures on our responsible business practices in its annual Janssen U.S. Transparency Report. We are pleased that our revenue growth has been primarily attributable to increased volume arising from increased demand for our products rather than price increases. You can find the Janssen U.S. Transparency Report at transparencyreport.janssen.com.

Disclosure on Environmental, Social and Governance Topics

We provide extensive disclosures on our corporate citizenship and sustainability efforts in our annual Health for Humanity Report found at healthforhumanityreport.jnj.com. As part of our Health for Humanity Report publication in June 2022, we publicly disclosed our U.S. Federal Employer Information Report EEO-1, and we annually publish the Johnson & Johnson Diversity, Equity & Inclusion Impact Review, which examines how the Company’s global DEI strategy has been a key driver of innovation and business outcomes since our founding over 135 years ago. The Diversity, Equity & Inclusion Impact Review can be found at https://belong.jnj.com/. We also publish an index of our ESG policies and positions to help our stakeholders understand our perspective on relevant ESG issues, which can be found at jnj.com/esg-resources.


			2023 Proxy Statement						11

Item 1: Election of Directors


			Nominees

There are 12 director nominees for election at our 2023 Annual Meeting to hold office until the next Annual Meeting and until their successors have been duly elected and qualified.

All of the director nominees, with the exception of Dr. Johnson, were elected to the Board at the last Annual Meeting and are currently serving as directors of the Company. Dr. Johnson was appointed to the Board in February 2023. Additionally, Mr. Duato was appointed to the role of Chairman of the Board in January 2023 after the retirement of Mr. Gorsky. Mr. Duato has served as Johnson & Johnson’s CEO and a member of the Board of Directors since January 2022. Prior to that time, he held senior leadership positions over his 30-plus year career with the Company across multiple business sectors, geographies and functions.


			Director Nomination Process & Board Refreshment

Board refreshment and composition is an area of particular focus at Johnson & Johnson. The Board endeavors to strike the right balance between retaining directors with deep institutional knowledge of Johnson & Johnson and the evolving healthcare environment, and electing new directors with diverse backgrounds and skills. The Nominating & Corporate Governance Committee annually considers the size, composition, and needs of the Board; reviews potential candidates for the Board; and recommends director nominees for approval. The Board is committed to seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills, and experiences. The Board also ensures that new directors are able to dedicate sufficient time to the Board and deliver a high level of performance of their duties. These criteria are incorporated into our Principles of Corporate Governance, available at https://www.investor.jnj.com/corporate-governance.

The Nominating & Corporate Governance Committee considers suggestions from many sources, including shareholders, regarding potential candidates to serve on the Board. All recommendations, together with appropriate biographical information, should be submitted to the Office of the Corporate Secretary at our principal office address as set forth on page 145. Candidates proposed by shareholders are evaluated by the Nominating & Corporate Governance Committee in the same manner as other potential candidates.

The Board has welcomed eight new directors in the past five years, including Dr. Paula Johnson this year. Dr. Johnson was initially identified as a potential nominee by members of the Board, and the Nominating & Corporate Governance Committee recommended her appointment to the Board. Dr. Johnson’s appointment was in keeping with the Board’s commitment to refreshment and seeking out director candidates who have been leaders of large, complex organizations, as well as candidates with diverse backgrounds, skills and experiences. The Nominating & Corporate Governance Committee conducted a thorough review of Dr. Johnson before recommending her for appointment to the Board and for nomination at the 2023 Annual Meeting.

In keeping with the Company’s refreshment criteria for the Board of Directors, neither Mr. Ian E. L. Davis, appointed to the Board in 2010, nor Dr. A. Eugene Washington, appointed to the Board in 2012, will stand for re-election. As previously reported, Mr. Alex Gorsky retired from the Company and the Board in January 2023. We join the Board in thanking Messrs. I. E. L. Davis and Gorsky and Dr. Washington for their service.


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 and Committee self-evaluations are critical to help ensure the continued effective functioning of the Board. Our Principles of Corporate Governance also require that the Board and each Committee conduct an annual self-evaluation. These self-evaluations are intended to facilitate a candid assessment and discussion by the Board and each Committee of its effectiveness in fulfilling its responsibilities.


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

Understanding the importance of Board composition and refreshment for effective oversight, the Nominating & Corporate Governance Committee strives to maintain a diverse Board of Directors, reflecting differences in skills, regional and industry experience, perspectives, background, race, ethnicity, gender and other characteristics that are applicable to our Company's business strategy. The Board has established a proven record of strategic and consistent refreshment, seeking new directors with appropriate skills, qualifications and backgrounds consistent with the criteria established in our Principles of Corporate Governance. The Board also ensures that new directors are able to dedicate sufficient time to the Board and deliver a high level of performance of their duties.


			2023 Proxy Statement						13

Below are highlights of the composition of the director nominees:

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Multidisciplinary Skills Categories

Academia/Government

Leadership or senior advisory position in government or with an academic institution (either in an administrative or faculty role)

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

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

Marketing/Sales

Strategic or management experience involving the marketing and branding of products, including for retail markets

Regulatory

Work experience within a government-regulated or in a heavily regulated industry

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.

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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)

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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

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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)

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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

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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)

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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

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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)

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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

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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)

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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

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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)

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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

Board Leadership Structure

•

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

In December 2022, following extensive discussion, review and recommendation from the Nominating & Corporate Governance Committee, the independent directors of the full Board appointed Mr. Joaquin Duato Chairman of the Board, effective January 2023 following the retirement of Mr. Gorsky. The Board engaged in a robust, disciplined process in reaching this decision as it does regularly with Board refreshment and succession planning. Prior to this leadership announcement, the Nominating & Corporate Governance Committee held a number of meetings to review and discuss the impending leadership transition. The independent directors determined that this leadership structure would best support the needs of the Board and Company and the creation of long-term, sustainable value for our shareholders. The independent directors determined that having one leader with deep industry experience and Company knowledge in a combined Chairman and CEO role provides decisive and effective leadership. This decision followed a multi-year, systematic and comprehensive succession planning process.

The Board believes there is no single board leadership structure that is optimal in all circumstances. The Board, with its diverse skills and experience with a wide range of leadership and management structures, considers the most appropriate leadership structure for our Company in the context of the specific circumstances and challenges facing us. As part of our current structure:


•			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.

As a result, the Board is in the best position to evaluate the relative benefits and challenges of different Board leadership structures and ultimately to decide which one best serves the interests of our stakeholders as defined in Our Credo.

The Nominating & Corporate Governance Committee reviews the Board's leadership structure on an annual basis and at other appropriate times, including whether the roles of Chairman and Chief Executive Officer should be held by one individual or should be separated. The Principles of Corporate Governance can be found at https://www.investor.jnj.com/corporate-governance.


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

Strong, Independent Lead Director

The independent directors also believe that Ms. Mulcahy should continue to serve as Lead Director. From her previous roles as Chairman and Chief Executive Officer of a large multinational corporation, as well as her former and current roles on public company boards that operate in a variety of industries and businesses, Ms. Mulcahy brings to the Lead Director role a career of leading global and complex organizations and a continued commitment to business innovation and talent development. This expertise, combined with her extensive knowledge of both Johnson & Johnson and its strategic objectives, the challenges facing our Company and a deep commitment to serve as Lead Director, place Ms. Mulcahy in a unique position to continue in the role. Ms. Mulcahy’s value as Lead Director was affirmed during the annual Board


			2023 Proxy Statement						21

evaluation process, where the independent directors have consistently rated her performance as exemplary. The Lead Director role includes the broad range of responsibilities set out below, consistent with those of most independent board chairs and impacting all critical aspects of the Board’s operations and decision-making.

The Lead Director provides strong independent leadership of the Board and maintains frequent contact with the Chairman and CEO. Please also see A Message from Our Lead Director on page 3 of this Proxy Statement, which illustrates how the Lead Director and the Board are providing rigorous, independent oversight of our Company.

The independent directors firmly believe that the Company’s current Board structure, with a robust Lead Director and its main Committees each composed entirely of independent directors, provides appropriately strong independent leadership and oversight as well as efficient and clear leadership, communication and administration.

Duties and Responsibilities of the Lead Director



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

The Board will continue to monitor Board leadership, considering what it observes in the marketplace, the evolution of viewpoints in the corporate governance community and, most importantly, what the Board believes is in the best interests of our Company and its shareholders.


22			2023 Proxy Statement

Board Committees

The Board has five main standing Committees: Audit Committee, Compensation & Benefits Committee, Nominating & Corporate Governance Committee, Regulatory Compliance & Sustainability Committee and Science & Technology Committee, each composed entirely of non-employee directors determined to be independent under the listing standards of the NYSE and our Standards of Independence. Under their written charters adopted by the Board (available on the Company's website at https://www.investor.jnj.com/gov/committee), each of these Committees:

•Is authorized and assured of appropriate funding to retain and consult with external advisors, consultants and counsel;

•Conducts an annual evaluation of its performance fulfilling its duties;

•On an annual basis, reviews and reassesses the adequacy of its charters; and

•Reports regularly to the Board on its meetings and reviews with the Board significant issues and concerns that arise at Committee meetings.

In addition, the Board has a standing Finance Committee, composed of the Chairman and CEO and the Lead Director, which exercises the authority of the Board between Board meetings in accordance with our Company's By-Laws.


Consumer Health Special Committee

At the end of 2021, the Board formed a special committee (Consumer Health Special Committee) to oversee the planned separation of the Company’s Consumer Health business from its Pharmaceutical and MedTech businesses (the Separation Transaction). The Consumer Health Special Committee operates under a written charter adopted by the Board. The following pages summarize the responsibilities of each of the standing Board Committees as well as the Consumer Health Special Committee.


			2023 Proxy Statement						23


Board Committee Membership

The following table shows the current members and Chair of each of the standing Board Committees and the number of meetings each Committee held in 2022.

Directors

Name

Ind.

Age

Director Since

Primary Occupation

Board Committees

AUD

NCG

RCS

FIN

D. Adamczyk

2022

Chairman and Chief Executive Officer, Honeywell International Inc.

M. C. Beckerle

2015

Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah

D. S. Davis(1)

2014

Former Chairman and Chief Executive Officer, United Parcel Service, Inc.

ü*

I. E. L. Davis

2010

Chairman, Thoughtworks, Inc.; Former Non-Executive Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company

J. A. Doudna

2018

Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley

J. Duato

2022

Chairman of the Board and Chief Executive Officer; Johnson & Johnson

M. A. Hewson

2019

Former Executive Chairman, Chairman, President and Chief Executive Officer, Lockheed Martin Corporation

ü*

P. A. Johnson

2023

President, Wellesley College

H. Joly

2019

Former Chairman and Chief Executive Officer, Best Buy Co., Inc.

M. B. McClellan

2013

Director, Duke-Robert J. Margolis, MD, Center for Health Policy

A. M. Mulcahy

ILD

2009

Former Chairman and Chief Executive Officer, Xerox Corporation

A. E. Washington

2012

Duke University's Chancellor for Health Affairs; President and Chief Executive Officer, Duke University Health System

M. A. Weinberger

2019

Former Chairman and Chief Executive Officer, Ernst & Young

N. Y. West

2020

Former Lieutenant General, U.S. Army

Number of meetings in 2022(2)

10(3)

(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)

Chairman of the Board

NCG

Nominating & Corporate Governance Committee

Committee Chair

RCS

Regulatory Compliance & Sustainability Committee

Independent Director

Science & Technology Committee

ILD

Independent Lead Director

FIN

Finance Committee

AUD

Audit Committee

Consumer Health Special Committee

Compensation & Benefits Committee


24			2023 Proxy Statement

Board Committee Responsibilities

Copies of the charters of all Committees of the Board, except the Finance Committee, are available at https://www.investor.jnj.com/gov/committee.

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

In performing these functions, the Audit Committee meets periodically with the independent auditor, management and internal auditors (including in private sessions with each) to review their work and confirm that they are properly discharging their respective responsibilities. For more information on Audit Committee activities in 2022, see the Audit Committee Report on page 124.

The Board has designated Mr. D. S. Davis, the Chairman of the Audit Committee and an independent director, as an audit committee financial expert under the rules and regulations of the U.S. Securities and Exchange Commission (SEC) after determining that he meets the requirements for such designation. The determination was based on his being a Certified Public Accountant and his experience as Chief Financial Officer at United Parcel Service, Inc.

Any employee or other person who wishes to contact the Audit Committee to report good faith complaints regarding fiscal improprieties, internal accounting controls, accounting or auditing matters can do so by writing to the Audit Committee c/o Johnson & Johnson, Office of the Corporate Secretary, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, or by using the online submission form at www.investor.jnj.com/communication.cfm. Such reports may be made anonymously.

*Does not include virtual meetings held prior to each release of quarterly earnings (four in total)


			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.

The Compensation & Benefits Committee has retained Semler Brossy Consulting Group as its independent compensation consultant for matters related to executive officer and non-employee director compensation. For further discussion of the role of the Compensation & Benefits Committee in the executive compensation decision-making process and a description of the nature and scope of the consultant’s assignment, see Governance of Executive Compensation on page 86.

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

Board Meetings and Processes


Director Meetings and Attendance

During 2022, the Board and its Committees maintained their schedules of regular meetings, holding both virtual and in-person meetings where possible with appropriate COVID-19 protections in place. The Separation Transaction was regularly discussed and reviewed at the Board meetings. In addition, the Board held a series of special Board and Committee meetings to review and discuss with management a number of topics, including the Chairman leadership transition and business development opportunities.

The Board held 15 meetings in 2022. Each director attended at least 75% of the regularly scheduled and special meetings of the Board and the Committees on which he or she served (during the period that he or she served).

It has been our longstanding practice for all director nominees to attend the Annual Meeting of Shareholders. All of the director nominees attended the 2022 Annual Meeting, which was held virtually.


Executive Sessions

During 2022, each of the Audit, Compensation & Benefits, Nominating & Corporate Governance, Regulatory Compliance & Sustainability, and Science & Technology Committees met in Executive Sessions without members of management present.

The independent directors met in Executive Session at every regular Board meeting during 2022 and held an additional special Executive Session to perform the annual evaluation of the Chairman and CEO. The Lead Director acted as Chair at all of these Executive Sessions.


Private Committee Sessions with Key Compliance Leaders

In addition to meeting in Executive Session, the Audit Committee and the Regulatory Compliance & Sustainability Committee held regularly scheduled private sessions with their respective compliance leaders (e.g., the Chief Audit Executive, the Chief Compliance Officer, the Chief Financial Officer, the Chief Quality Officer, the Chief Medical Officer and the General Counsel) in Committee meetings during 2022, without the Chairman and CEO present. These private meetings allow the independent directors to engage in informal discussions with management and provide the opportunity to solicit candid feedback and insights on risks, controls and compliance matters.


			2023 Proxy Statement						29

Oversight of Our Company


Board Oversight of Strategy

One of the Board’s key responsibilities is overseeing the Company's corporate strategy. The directors bring diverse perspectives, expertise in strategy development and experience in a wide range of industry, scientific, healthcare, regulatory and ESG areas that are relevant to our business, allowing them to effectively evaluate Company strategy and provide insight and guidance. The Board actively engages with management to provide effective oversight of and guidance on our short- and long-term strategies and has developed appropriate practices to execute its oversight responsibilities.


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.

The Board’s oversight of strategy is enhanced by periodic engagements held outside the Boardroom. Most years, independent directors visit our business locations and research and development facilities around the globe to observe the implementation of our strategy. The directors engage with senior leaders and employees at these sites to deepen their understanding of our businesses, their competitive environments and corporate culture.

Oversight of Risk


Board Oversight of Risk Management

The Board is responsible for overseeing senior management's execution of its risk management duties and for assessing its approach to risk management. The Board’s oversight of risk is an integral element of its oversight responsibilities and seeks to ensure that senior management has processes and controls in place to appropriately identify and manage risk. The Board actively engages with senior management to understand and oversee our most significant risks, including in the following ways:


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.

The following graphic highlights certain risks overseen by the Board and its Committees:

https://cdn.kscope.io/93d31a2b3dc49e13edb3c45c6525de89-jnj-20230313_g36.jpg


Our Approach to Enterprise Risk Management

Effective risk management is foundational to our success. To operate responsibly as a Company for the long term, we must balance opportunity and appropriate risk to innovate and reach more patients and consumers. This includes living into our commitments to ethical behavior, operating with integrity, and complying with laws, rules, regulations and policies that reinforce such behavior. To effectively identify and mitigate or manage risks, our business requires strong collaboration between management and employees responsible for our operations on the one hand, and the functional compliance experts responsible for helping to ensure that we operate and grow in a compliant manner that adequately manages risk, including reputational risk on the other hand.

Our approach to risk management begins with Our Credo values and is enabled by our organizational structure and guided by our Enterprise Risk Management (ERM) framework. Our ERM is designed to identify risks that may impact the enterprise and manage those risks and opportunities to ensure that we will be able to meet our short- and long-term goals. Our ERM categorizes risk as: strategic, operational, compliance, financial, environmental, social (e.g., human capital management) and cybersecurity. Within each category, we seek to identify and remediate risks, enable improved decision-making and prioritization, and promote monitoring and reporting across compliance functions. Our senior management is responsible for


			2023 Proxy Statement						31

day-to-day management of these risks, including creating and implementing appropriate risk management policies, procedures and controls.

For more information about the Company's ERM, please see www.jnj.com/about-jnj/enterprise-risk-management-framework.

Leveraging the Company’s ERM framework, our independent compliance functions, including legal, healthcare compliance (including anti-bribery and anti-corruption), quality, global internal audit & assurance, privacy, information security and medical safety, work closely with each of our business segments to identify risks and advise management as they develop plans to mitigate or manage these risks. Employees of our independent compliance functions partner closely with the business segments to provide timely, relevant guidance and are supervised by leadership within their function. This structure, independent of commercial interests, allows our compliance functions to escalate concerns and helps to ensure that best practices are being applied across the enterprise.

On a quarterly basis, our Corporate Compliance Committee, composed of leaders from our compliance functions and other enterprise functions such as information security, human resources and finance meet to share information on enterprise risks and trends and to develop solutions to manage or mitigate identified risks. The leaders of the Corporate Compliance Committee provide reports and updates to several key Committees of the Board to ensure oversight of significant risks facing the Company. For additional detail on compliance leaders' interactions with Board Committees, see Private Committee Sessions with Key Compliance Leaders on page 9 and for the role of the Corporate Compliance Committee related to managing ESG risk, see Our Approach to ESG on page 35.

Our employees are engaged in risk management through our Code of Business Conduct, which applies to all our employees around the world as well as identified contingent workers. The Code of Business Conduct is available in 27 languages and is designed to inform employees and contingent workers of relevant laws, Company policies and ethical standards for decisions and actions to help identify risks and ensure compliant practices in every market where we operate. The Code of Business Conduct also provides guidance on where to turn for help and how to escalate risks and concerns. Our management around the globe is reminded annually of the requirements of this policy through our compliance certification process, and we act swiftly to review any reported violations of the Code of Business Conduct, Company compliance policies, laws or regulations. All Company employees and contingent workers are required to complete training on the Code of Business Conduct on a biannual basis and all new employees must complete training upon joining the Company. For more information see www.jnj.com/code-of-business-conduct.

In addition to the escalation procedure described in the Code of Business Conduct, the Company operates an anonymous telephone and online reporting program known as Our Credo Integrity Line that allows employees, business partners, customers, third-party agencies, suppliers and other parties to report potential violations of Company policies, guidelines or applicable law. The Our Credo Integrity Line is available 24 hours a day, 7 days a week in 24 languages and is an integral component of our strong compliance culture.

Additionally, employees can report potential violations by telephone, e-mail or in person within their local business segment or to the Company's global internal audit & assurance, health care compliance, law, security or human resources organizations.



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

The Board believes that an executive compensation program that appropriately aligns management with shareholders and does not incentivize leaders to take excessive risks is an important element of risk oversight. When determining executive compensation, the Board reviews our Company's financial performance as well as other strategic factors, including product quality metrics, talent development, DEI, and other ESG goals to ensure our leaders are driving long-term growth in a manner aligned with Our Credo values. Please see our Guiding Principles on page 77.

The Compensation & Benefits Committee reviews the performance of our CEO and Executive Committee using the financial and non-financial metrics described in our Compensation and Discussion Analysis. It also oversees the design of our executive compensation programs to ensure that the programs do not incentivize our executive officers, either individually or as a group, to make excessively risky business decisions that could maximize short-term results at the expense of long-term value. The independent directors who serve on this Committee are informed of our most significant risks, including litigation, drug pricing, information security and product quality. The Committee, in consultation with its independent compensation consultant, ensures that our executive compensation programs are aligned with our long-term strategy and do not incentivize overly risky behavior.

In 2020, the Board redesigned our executives’ annual incentives with clear weightings on financial and strategic goals, discontinued the use of three one-year sales measures in PSUs and capped the value of the car and driver perquisite. The Board also doubled the stock ownership requirements for our CEO and other members of our Executive Committee, in response to feedback from our shareholders, to further ensure that senior executives' interests are aligned with shareholders. In response to shareholder feedback, the Board has enhanced disclosure and transparency in the Proxy Statement regarding the Compensation & Benefits Committee's consideration of special items, including litigation, and the exercise of discretion with respect to executive compensation determinations.

Several key elements of our executive compensation programs designed to mitigate risk are highlighted in the following table. Please see the Compensation Discussion and Analysis beginning on page 59 for a complete discussion of our compensation programs.


			2023 Proxy Statement						33

Key Elements of Our Executive Compensation Programs



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

Oversight of ESG


Board Oversight of ESG

The company’s dedication to integrate ESG into our business strategies starts at the top, where the Board has overall accountability for ESG risk management oversight.

Effective ESG governance requires both management engagement and Board‑level oversight. The Board’s ESG risk management approach is designed to effectively govern and manage the ESG risks and opportunities that are integral to the Company’s 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.

On an annual basis, the full Board receives an in-depth briefing on the Company’s ESG strategy, including updates on its ESG priorities, performance and progress. In addition, the Board receives quarterly performance updates on key ESG risks and opportunities. After each regularly scheduled Committee meeting, the Board’s standing Committees report to the full Board with updates on their areas of designated oversight responsibilities, ensuring that our short- and long-term strategies are designed to promote sustainable growth.

In 2022, the Board regularly engaged with management as the Company proceeded to formalize its ESG strategy as announced in the June 2022 release of its annual Health for Humanity Report. The Board also conducted a comprehensive review of its charter and agendas in 2022, as well as the charter and agendas of each Committee, to ensure that the Board or a Committee was responsible for each of the significant ESG topics identified in our latest Priority Topics Assessment. This process resulted in revisions to the Regulatory Compliance & Sustainability Committee and Science & Technology Committee charters to further refine oversight of ESG topics at the Board level.

Examples of Committee ESG risk and opportunity oversight responsibilities include:

•Regulatory Compliance & Sustainability Committee:

◦Provides oversight and strategic direction on healthcare compliance, product quality, cybersecurity, privacy, government affairs, and environmental strategy, including climate, and employee health and safety; and

◦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:

◦Provides oversight and strategic direction on research and development strategy, medical safety, and global public health;

◦Receives regular updates from the Chief Medical Officer and the Head of Johnson & Johnson Global Public Health; and

◦Reviews significant emerging science and technology policy and public health issues and trends that may impact the Company’s overall business strategy.

•Nominating & Corporate Governance Committee:

◦Reviews appropriate key talent metrics for the overall workforce, including metrics related to diversity and inclusion; and

◦Reviews overall talent management, training and succession planning.

•Compensation & Benefits Committee:

◦Reviews the performance of our CEO and Executive Committee using financial and non-financial metrics, including those relating to implementation of our ESG and access to medicine strategies; and

◦Receives annual pay equity update.

The Health For Humanity Report is shared with the Regulatory Compliance & Sustainability Committee and the full Board prior to publication.


			2023 Proxy Statement						35


Our Approach to ESG

As the world’s largest healthcare company, Johnson & Johnson has a unique ability to apply its expertise and partnering power to advance progress on some of the most difficult global health challenges. Our ESG strategy focuses our efforts on the areas where we are uniquely positioned to achieve the greatest impact – championing global health equity, empowering our employees and advancing environmental health. Leading with accountability and innovation is foundational to these efforts. This ESG strategy is grounded in Our Credo values, informed by both our Company’s purpose to change the trajectory of health for humanity and the views of our external stakeholders.

https://cdn.kscope.io/93d31a2b3dc49e13edb3c45c6525de89-jnj-20230313_g37.jpg

We believe that sound ESG practices create financial value by building stakeholder trust, driving innovation, mitigating risk, fostering employee engagement, increasing productivity and reducing costs. Our ESG risk management approach is designed to govern and manage the ESG risks and opportunities that arise from our core business strategy through procedures that monitor or mitigate ESG risks and capitalize on opportunities. We also disclose our progress and performance to our shareholders and other stakeholders.

For more information on how we help our stakeholders understand how we are managing the risk of these relevant ESG topics and embedding sustainability into decision-making, which is a critical component of our ESG governance, please see https://www.jnj.com/about-jnj/policies-and-positions.

For more information on our ESG strategy, annual disclosure of progress and ESG performance, please see our Health for Humanity Report at https://healthforhumanityreport.jnj.com/.

Our ESG risk management approach includes:


•			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

Identifying ESG Risks and Opportunities

Responsibility for identifying and prioritizing ESG risks and opportunities is integrated across the enterprise and managed by the Enterprise Governance Council (the Council), which serves as the Company’s primary governance body for ESG and is led by its Worldwide Vice President, Corporate Governance & Corporate Secretary. The Council is comprised of senior leaders who represent our three business segments, our independent compliance functions and our enterprise functions that have the ability to impact ESG issues. While the Corporate Compliance Committee serves as the primary governance structure for information sharing and coordinating compliance-related risks across core independent compliance risk functions, the Council serves as the community of experts including the leaders of the independent compliance risk functions, to drive visibility and alignment on both managing risks and activating opportunities related to ESG priorities.

Developing Strategies to Manage ESG Risks and Activate ESG Opportunities

The Council, which meets quarterly, operates under a formalized process and protocols, including ongoing review and assessment of ESG priorities. This process is informed by the Enterprise Risk Management (ERM) framework, which assists the Council, management teams and the Board in identifying potential business risks. ESG risks are fully integrated into our ERM framework, which helps us deepen our understanding of both financial and non-financial risks, support communication and collaboration across the enterprise, and respond appropriately as new circumstances evolve. As ESG priority topics are integrated into our ongoing standardized approach to risk assessment, the Company can prepare a clear and consistent view of existing and emerging risks, identify controls, and develop mitigation plans.

The Council discusses and debates ESG issues that are significant to Johnson & Johnson, including the assessment of environmental and societal megatrends and shifts like climate change as well as investments needed to help contribute to a sustainable economy. The Council continues to oversee the work of the Enterprise Human Rights Governance Council, which reports to the Council and is responsible for strengthening our approach to human rights due diligence and management. The Council has also developed an ESG training program for Council members and their teams.

The Council reviews and supports progress against the Company’s Health for Humanity Goals, which serve as key performance indicators of our ESG performance. Progress on our goals and on other ESG or sustainability topics are also reviewed by the Board and its Committees on a regular basis.

The Council leads the Company’s Priority Topics Assessment (PTA), which engages internal and external stakeholders to identify and prioritize the ESG topics that are most relevant to our business. We continually enhance the PTA methodology to conduct deeper and broader stakeholder engagement across a larger number of ESG topics. The PTA has occurred every two to three years, since 2008, but due to the continued world-shaping events of the COVID-19 pandemic and racial and social events of 2020, we conducted refreshes of our PTA in both 2020 and 2021. Our 2019 and 2020 PTAs shaped and informed our current set of public commitments, which were released in May 2021. For more information, please see https://www.jnj.com/health-for-humanity-goals-2025.

ESG Governance

With the Corporate Compliance Committee and Enterprise Governance Council serving as the main Johnson & Johnson risk and ESG governance bodies, we embed ESG priorities at all levels of the Company. Our executive leadership team retains overall responsibility for ESG as part of our business strategy. Members of our executive leadership team oversee ESG in the form of either performance indicators or key performance indicators of our ESG performance relevant to their organizations through progress toward our Health for Humanity 2025 Goals and Consumer Health Healthy Lives Mission sustainability program.


			2023 Proxy Statement						37

Enhancing Disclosure and Reporting

We understand that transparent disclosure on our ESG priorities is critical to ensure that we remain committed to our goals and to help our shareholders and other stakeholders hold us accountable for our progress. Our annual Health for Humanity Report is central to our ESG disclosure. In this report, we share our ESG goals, disclose our progress toward achieving those goals and document our progress and performance against other important ESG measures. We seek to continually evolve our disclosure to better meet the expectations of our shareholders and other stakeholders.


•			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.

ESG Highlights

As a purpose-driven company, we deliver enduring impact through execution of our ESG strategy, which frames our ambitions, informs our operations and creates accountability for our vision of the future. As we continue to evaluate how we can best serve Our Credo stakeholders, we have taken steps to further refine, prioritize and strategically address our ESG focus areas that have an impact on our business and on people and society.


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

Oversight of Human Capital Management


Board Oversight of Human Capital Management

Attracting, developing, retaining and inspiring the best people globally is crucial to all aspects of Johnson & Johnson’s business. The Board believes that the Company’s strong ethical leadership grounded in the values expressed in Our Credo, and inherent in Our Purpose, is central to the Company’s long-term success. To that end, the Board and its Committees are actively engaged in overseeing the Company’s human capital management strategy, talent development and corporate culture. The Board reviews the Company’s human capital management strategy on an annual basis and receives regular updates throughout the year on key talent metrics for the overall workforce, including those related to DEI, recruiting and talent development. To further develop its understanding of and engagement with the Company’s culture, the Board periodically conducts meetings and schedules site visits at our business locations.

The Board also devotes significant time to leadership development and succession planning and provides guidance on important decisions in each of these areas. The Board has primary responsibility for succession planning for the CEO and oversight of succession planning for other executive officers. The Nominating & Corporate Governance Committee oversees the development of succession planning processes and protocols, along with key talent metrics for the overall workforce, including metrics related to diversity and inclusion. Annually, the Nominating & Corporate Governance Committee and the Board review succession plans for the members of the Executive Committee with the CEO and Chief Human Resources Officer. In addition, in order to provide directors with opportunities to personally assess the leadership pipeline, high-potential executives meet with the Board in formal and informal settings.

The Compensation & Benefits Committee oversees the design and management of our compensation and benefits programs to ensure that the Company’s programs are aligned both to attract global business leaders and to drive long-term, sustainable value creation by reinforcing performance against our long-term financial and strategic objectives. This includes product quality, access, talent development, DEI, and other ESG goals.

For additional information on Board oversight of ESG risk more broadly, see Board Oversight of ESG on page 35.


Our Approach to Human Capital Management

We believe that our employees are critical to our continued success and are an essential element of our long-term strategy. Our human capital management objectives are focused on investing in our people and our culture.

Our leadership reinforces and monitors our investment in people and our culture to advance a workplace that enables our employees to solve challenges, unlock opportunities and overcome obstacles.

Management is responsible for ensuring that our policies and processes reflect and reinforce our desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance. Our human capital management strategy is built on three fundamental focus areas:


•			Attracting and recruiting the best talent;
•			Developing and retaining talent; and
•			Empowering and inspiring talent.

Underpinning these focus areas are ongoing efforts to cultivate and foster a culture inspired by Our Purpose to profoundly change the trajectory of health for humanity and built on DEI, innovation, health, well-being and safety, where our employees are encouraged to succeed both professionally and personally, thereby helping the Company achieve its business goals.


40			2023 Proxy Statement


Diversity, Equity and Inclusion

We are committed to workplace diversity and to cultivating, fostering and advancing a culture of equity and inclusion. Enabling employees to perform at their best while being themselves is fundamental to our continued success.

In 2022, Johnson & Johnson introduced the Company’s evolved enterprise DEI strategy, which recognizes how DEI accelerates Johnson & Johnson’s ability to meet the changing needs of the communities we serve and to deliver on Our Purpose to profoundly change the trajectory of health for humanity. The Company’s DEI vision is: Be yourself, change the world. Johnson & Johnson’s DEI Mission is: Make diversity, equity and inclusion how we work everyday. Our evolved enterprise DEI Strategy is aligned to our DEI Vision and Mission and rests on four core pillars:

•Accelerate our global culture of inclusion where every individual belongs

•Continues to strengthen a workforce that reflects the diversity of our communities

•Transform talent and business processes to achieve equitable access and outcomes for all

•Drive innovation and growth with our business to serve diverse markets around the world

Our DEI strategy is guided by internal and external insights, global best practices and continual employee feedback, which remind us that while diversity changes by location, inclusion is the same everywhere.

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Our focus on DEI starts at the highest levels of leadership and cascades across the enterprise at the direction of our Chief Diversity, Equity & Inclusion Officer, who reports to our Chief Human Resources Officer and Chairman and CEO. The Chairman and CEO, together with members of the Executive Committee, reviews DEI results quarterly, and progress is periodically reported to the Board.

Throughout the Company, senior management has DEI-related goals embedded in their work plans, and accountability for these goals is incorporated into performance reviews. Controls and oversight are embedded throughout the organization to drive and measure progress. Annually we publicly disclose our U.S. Federal Employer Information Report EEO-1 as part of our Health for Humanity Report publication. The latest EEO-1 Report can be found at https://healthforhumanityreport.jnj.com/our-employees/diversity-equity-inclusion/2021-us-federal-employer-information-report-eeo-1-pdf

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In 2022, the Office of DEI established a Center of Excellence (COE). The COE governs the implementation of the Global DEI strategy and works with key partners to galvanize the enterprise DEI strategy to drive impact through data analytics, accountability, compliance, communications, Employee Resource Group engagement and strategic partnerships. Also in 2022, a Conscious Inclusion program was made available to Company vice presidents and their human resources partners to help leaders take purposeful steps to create a culture of belonging. The program expanded to director-level employees in late 2022 and to all employees in 2023. Also in furtherance of our commitment to DEI, and after reviewing the voting results


			2023 Proxy Statement						41

and listening to views on the related shareholder proposal received in 2022, our Board of Directors has directed the Company to conduct a racial justice audit. The Company has engaged Covington & Burling, a well-respected law firm with deep expertise in the area, to conduct the audit. The first phase of the audit is underway, and the Company anticipates that the work will continue through 2023.


Growth and Development

To continue to lead in the changing healthcare landscape, it is crucial that we continue to attract and retain top talent. We believe that our employees must be equipped with the right knowledge and skills and be provided with opportunities to grow and develop in their careers. Accordingly, learning and development programs as well as educational resources are available to all employees. These range from opportunities to develop and hone leadership skills, to training for sharpening current capabilities or acquiring new skills, to expanding networks through collaboration, mentorship or Employee Resource Groups. Our objective is to foster a learning culture that helps shape each person’s unique career path while creating a robust pipeline of talent to deliver on the Company’s long-term strategies. To keep pace with rapidly evolving business and industry needs, in 2022 we launched J&J Learn, our new global learning and development ecosystem, to provide our workforce with continuous opportunities for reskilling and upskilling in key areas such as digital acumen and professional development. In 2022, 46.2% of employees in manager and above job categories who had movements (including upward promotions for lateral transfers) took advantage of career opportunities by moving across functions, country or business segment lines (excluding employees in the research and development organizations).


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.

In 2022, we conducted the Our Credo Survey, which was administered in 77 countries and made available in 36 languages. In 2022, we achieved significant participation rate and favorability. Our overall participation rate was 92% and our overall favorability, which reflects how we are fulfilling our commitments to our employees, was 87%.

In addition to our formal global employee survey, we conduct targeted employee sentiment “pulse” surveys to gather feedback on several topics, including engagement, organizational support, and awareness and availability of resources. These surveys further inform how we can support our employees.


42			2023 Proxy Statement


Compensation and Benefits

As part of our total rewards philosophy, we offer competitive compensation and benefits to attract and retain top talent. We are committed to fairness and equitable treatment in our compensation and benefits for employees at all levels. This commitment extends to pay equity, including gender and ethnic/racial group pay equity. From time to time, we analyze our pay across functions and levels, and strive to eliminate unconscious bias or other barriers to full pay equity across the enterprise. We observe legal minimum wage provisions and exceed them where possible. Our total rewards offerings include an array of programs to support our employees' well-being, including annual performance incentive opportunities, pension and retirement savings programs, health and welfare benefits, paid time off, leave programs, flexible work schedules and employee assistance programs. Further in 2022, we made significant investments in our employees to ensure pay remains competitive. 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 eight 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.


Health, Wellness and Safety

Our investment in employee health, well-being and safety is built on the conviction that advancing health for humanity starts with advancing the health of our employees. With the right awareness, focus, practices and tools, we ensure that all our employees around the world, as well as temporary contractors and visitors to the Company's sites, can work safely. We have continuously expanded health and well-being programs throughout the Company and across the globe, incorporating new thinking and technologies to keep our offerings best-in-class and to help employees achieve their personal health goals. The programs and practices we advance for total health -- physical, mental, emotional and financial – ensure employee health protection for emerging health risks.

In 2022, we signed the Employee Well-Being & Mental Health Pledge, convened by the Society for Human Resource Management (SHRM) and Thrive. This pledge brings together many leading companies to reaffirm a commitment to invest in employee mental health and well-being.

Protecting and supporting our employees as the COVID-19 pandemic has evolved continues to be a top priority and Johnson & Johnson's approach includes: ensuring the health and safety of our employees in the workplace through robust layers of protection; enhanced cleaning and access to cleaning supplies and personal protective equipment; and supporting employees with benefits and well-being tools. Johnson & Johnson continues to address our employees needs through J&J Flex, a hybrid model that empowers the Company’s office-based employees to find the right productivity and balance of in-person and remote work.

For more information on the Company's approach to human capital management, talent development and employee engagement, please see https://healthforhumanityreport.jnj.com/our-employees. For additional information on management’s oversight of human capital as an ESG risk, see Our Approach to ESG on page 36.

Shareholder Engagement


Continued Commitment to Proactive Engagement

Our responsibility to shareholders is one of our core Credo values. We are deeply focused on understanding shareholder perspectives and believe that proactive engagement is an effective means to solicit valuable feedback, which has been instrumental in helping shape our policies and practices. Our goal is to ensure that management and the Board understand and consider the issues of importance to our shareholders and are able to address them appropriately. To that end, we promote communication and transparency through our robust year-round shareholder engagement program, which continued in 2022. Our program includes broad shareholder outreach and engagement ahead of our Annual Shareholders' Meeting and in the fall of each year.


Board-Driven Engagement

The Board recognizes the value of building and maintaining meaningful relationships with shareholders and understanding their viewpoints. The Board regularly reviews shareholder feedback, which informs Board discussions on a wide range of topics, including our approach to corporate governance, ESG, human capital management, DEI, and executive compensation. During 2022, our Lead Director and the Chair of the Compensation & Benefits Committee led engagements with many of our largest shareholders as well as other interested stakeholders.


			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:

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•

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

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44			2023 Proxy Statement


Shareholder Engagement Topics

Our shareholders have many different areas of interest and, for each engagement, we endeavor to have the right personnel available to have an informed, meaningful discussion on the topics that are most important to them. Our 2022 engagement and other governance exchanges covered a wide range of important corporate governance, environmental and social stewardship, compensation and public policy issues, including:

•

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

The following table highlights several areas where our shareholders provided feedback and how management responded. Feedback from our shareholders is shared with the Board.


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

Director Independence


All directors are independent except for our Chairman and CEO

It is our goal that at least two-thirds of our directors be independent, not only as that term may be defined legally or mandated by the New York Stock Exchange (NYSE), but also without the appearance of any conflict in serving as an independent director. The Board has determined that all non-employee directors who served during fiscal 2022 were independent under the listing standards of the NYSE and our Standards of Independence, including: Mr. Adamczyk, Dr. Beckerle, Mr. D. S. Davis, Mr. I. Davis, Dr. Doudna, Ms. Hewson, Dr. Johnson, Mr. Joly, Dr. McClellan, Ms. Mulcahy, Mr. Prince, Dr. Washington, Mr. Weinberger, Dr. West and Mr. Williams.

To assist the Board in making this determination, the Board adopted Standards of Independence as part of our Principles of Corporate Governance, which can be found at https://www.investor.jnj.com/corporate-governance. These Standards conform to, or are stricter than, the NYSE independence standards and identify, among other things, material business, charitable and other relationships that could interfere with a director’s ability to exercise independent judgment.

As highly accomplished individuals in their respective industries, fields and communities, the non-employee directors are affiliated with numerous corporations, educational institutions, hospitals and charities, as well as civic organizations and professional associations, many of which have business, charitable or other relationships with our Company. The Board considered each of these relationships in light of our Standards of Independence and determined that none of these relationships conflict with our interests or would impair the relevant non-employee director's independence or judgment.

The table on the following page describes the relationships that were considered in making this determination. The nature of the transactions and relationships summarized in the following table, and the role of each of the directors at their respective organizations, were such that none of the non-employee directors had any direct business relationships with our Company in 2022 or received any direct personal benefit from any of these transactions or relationships.

All of the transactions and relationships of the type listed were entered into, and payments were made or received, by our Company or one of our subsidiaries in the ordinary course of business and on competitive terms. In 2020, 2021 and 2022, our transactions with or discretionary charitable contributions to each of the relevant organizations (not including gifts made under our matching gifts program) did not exceed the greater of $1 million or 1% of that organization’s consolidated gross revenues and, therefore, did not exceed the thresholds in our Standards of Independence.


			2023 Proxy Statement						47

Director Independence — Transactions and Relationships

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

Related Person Transactions


Policies and Procedures

Our Policy on Transactions with Related Persons requires the approval or ratification by the Nominating & Corporate Governance Committee of any transaction or series of transactions exceeding $120,000 in which our Company is a participant and any related person has a direct or indirect material interest (other than solely as a result of being a director or trustee or less than 10% owner of another entity). Related persons include our directors and executive officers and their immediate family members and persons sharing their households. It also includes persons controlling more than 5% of our outstanding common stock.

Under our Principles of Corporate Governance and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers, all our directors and executive officers have a duty to report to the Chairman and CEO or the Lead Director any potential conflicts of interest, including transactions with related persons. Management also has established procedures for monitoring transactions that could be subject to approval or ratification under the Policy on Transactions with Related Persons, which can be found at https://www.investor.jnj.com/corporate-governance.

Once a related person transaction has been identified, the Nominating & Corporate Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. The Committee will take into account, among other factors, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

If advance Committee approval of a transaction is not feasible, the transaction will be considered for ratification at the Committee’s next regularly scheduled meeting. If a transaction relates to a member of the Committee, that member will not participate in the Committee’s deliberations. In addition, the Committee Chair (or, if the transaction relates to the Committee Chair, the Lead Director) may pre-approve or ratify any related person transactions involving up to $1 million.



			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

A sister of Mr. Wolk, Executive Vice President, Chief Financial Officer, is a Mobility Operations Leader at Johnson & Johnson Services, Inc., a wholly-owned subsidiary of the Company, and earned $217,121 in total compensation in 2022, including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2022, and any other compensation. She also participates in the general welfare and benefit plans of Johnson & Johnson Services, Inc. Her compensation was established in accordance with Johnson & Johnson Services, Inc.’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Mr. Wolk does not have a material interest in his sister’s employment, nor does he share a household with her.

Ms. Kathryn Wengel is Executive Vice President, Chief Technical Operations & Risk Officer. Ms. Wengel’s brother-in-law became a partner at the law firm of Nelson Mullins Riley & Scarborough LLP (Nelson Mullins) in February 2022. The Company has engaged Nelson Mullins for more than twenty years. In 2022, the Company paid approximately $8 million to Nelson Mullins for legal services. Ms. Wengel's brother-in-law did not bill any services to Johnson & Johnson in 2022. Ms. Wengel had no involvement with respect to the retention of, or payments to, Nelson Mullins.

These transactions were approved by the Nominating & Corporate Governance Committee in compliance with our Policy on Transactions with Related Persons described above.


50			2023 Proxy Statement

Stock Ownership and Section 16 Compliance


Stock Ownership

The following table sets forth information regarding beneficial ownership of our common stock by each director, and our Chairman and CEO, Chief Financial Officer and the three other most highly compensated executive officers named in the tables in the section Executive Compensation Tables on pages 90 through 122 (each a named executive officer); and by all directors and executive officers as a group. Each of the individuals/group listed below is the owner of less than 1% of our outstanding shares. Because they serve as trustees of Johnson family trusts, which hold stock for the benefit of others, Mr. Duato and Mr. Wolk are deemed to “control” an additional 5,296,784 shares of our stock in which they have no economic interest, and those shares are not reflected in the table below. In addition to such shares, the directors and executive officers as a group own/control a total of 979,605 shares. In the aggregate, these 6,276,389 shares represent less than 1% of the shares outstanding. All stock ownership is as of February 28, 2023.



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

(1) The shares described as owned are shares of our common stock directly or indirectly owned by each listed person, including shares held in the 401(k) and Employee Stock Ownership Plans, and by members of his or her household, and are held individually, jointly or pursuant to a trust arrangement.

(2) Includes Deferred Share Units credited to non-employee directors under our Amended and Restated Deferred Fee Plan for Directors, and Deferred Share Units credited to the executive officers under our Executive Income Deferral Plan (Amended and Restated), if any.

(3) Includes shares underlying options exercisable on February 28, 2023, options that become exercisable within 60 days thereafter and Restricted Share Units that vest within 60 days thereafter.


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The following are the only persons known to us to be the beneficial owners of more than five percent of any class of our voting securities:

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.

•Certain of our U.S. and international employee savings and retirement plans and other affiliates have retained BlackRock and its affiliates to provide investment management services. In connection with these services, we paid BlackRock approximately $2.3 million in fees during fiscal year 2022.

•Certain of our U.S. and international employee savings and retirement plans and other affiliates have retained State Street and its affiliates to provide investment management, trustee, custodial, administrative and ancillary investment services. In connection with these services, we paid State Street approximately $11.9 million in fees during fiscal year 2022.

Delinquent Section 16(a) Reports

Based solely on our review of Forms 3, 4 or 5 electronically filed with the SEC and written representations furnished to us from our officers and directors, we believe that all reports that were required to be filed under Section 16 of the Securities Exchange Act of 1934 were submitted on a timely basis during fiscal 2022, except for a Form 4 reporting two transactions filed a day late on behalf of each of Mr. Duato, Mr. Gorsky, Ms. Vanessa Broadhurst, Mr. Robert Decker, Dr. Fasolo, Dr. Mathai Mammen, Ms. Ashley McEvoy, Mr. Thibaut Mongon, Ms. Jennifer Taubert, Ms. Wengel, Mr. Wolk and Mr. Michael Ullmann. In each case, the Company submitted such filings on behalf of the applicable officer on the due date but such filings were deemed accepted by the SEC the morning following the Company’s transmission. Additionally, a late Form 4 was filed for each of Dr. William Hait reporting four transactions and Mr. James Swanson reporting two transactions with respect to grants of employee stock options and restricted share units on February 14, 2022 and solely with respect to Dr. Hait, the vesting and certification of PSUs and associated withholding of shares for payment of taxes.


52			2023 Proxy Statement

Director Compensation

The Compensation & Benefits Committee charter requires annual review of non-employee director compensation, including total compensation and each element of our non-employee director compensation program.

During its annual review, the Committee analyzes the competitive position of our non-employee director compensation program and each element of that program against the programs of the peer group used for executive compensation purposes (see page 83 for information about the Executive Peer Group). Semler Brossy Consulting Group, the Committee’s independent consultant, provides an independent assessment of the competitive data provided to the Committee and advises the Committee on non-employee director compensation. Decisions regarding the non-employee director compensation program are approved by the full Board based on recommendations by the Committee.

Fiscal 2022 Non-Employee Director Compensation

On September 13, 2021, the Compensation & Benefits Committee recommended, and the Board approved, an increase to the non-employee director compensation program for 2022. The overall 2022 compensation structure was approximately at peer group median after the adjustment in 2021.

Fiscal 2023 Non-Employee Director Compensation

The Compensation & Benefits Committee’s analysis in 2022 of the competitive position of our non-employee director compensation program showed that overall compensation for non-employee directors was approximately at peer group median. As a result, the Committee recommended, and the Board approved on September 13, 2022, no changes to the non-employee director compensation program for 2023. The following non-employee director compensation program for 2023 continues an overall compensation structure in line with the peer group median.


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

The compensation of our directors for fiscal 2022 is set forth in the following table. In 2022, Mr. Gorsky, our former Chairman and Chief Executive Officer, was paid as a Company employee serving in the role of Executive Chairman. Mr. Gorsky transitioned to Executive Chairman on January 3, 2022, and retired as Executive Chairman at the end of fiscal year 2022. The leadership transition and decisions regarding his 2022 compensation are detailed in our March 16, 2022 proxy statement. For a complete understanding of the table, please read the accompanying footnotes and the narrative disclosures.


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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

* Ms. Hewson replaced Mr. Williams as Chair of the Compensation & Benefits Committee in April 2022. The Chair retainer payment was prorated accordingly.

Fees Earned or Paid in Cash (Column C)

Elective Fee Deferrals. As described below, under the Deferred Fee Plan for Directors, non-employee directors may elect to defer payment of all or a portion of their cash retainers until termination of Board membership. In 2022, Ms. Hewson, Dr. Washington and Mr. Weinberger elected to defer their respective 2022 cash retainers.

Stock Awards (Column D)

For the non-employee directors: Deferred Share Units - Mandatory Deferral. All figures in column D represent the grant-date fair value computed in accordance with FASB ASC Topic 718 of Deferred Share Units (DSUs) granted to each non-employee director on February 15, 2022. The Board approved a 2022 DSU award valued at $195,000; therefore, pursuant to the terms of the Deferred Fee Plan for Directors, each non-employee director was granted 1,175 DSUs (rounded down to the nearest whole share). DSUs are immediately vested but must be deferred until termination of Board membership. DSUs earn additional amounts based on a hypothetical investment in our common stock, including accruing dividend equivalents in the same amount and at the same time as dividends paid on our common stock. DSUs are settled in cash upon termination of Board membership.

For Mr. Gorsky, Column D includes the total grant date fair value of 66,282 Performance Share Unit (PSU) and 11,047 Restricted Share Unit (RSU) awards with a grant date fair value of $11,298,363 and $1,690,003, respectively. These awards were made to Mr. Gorsky on February 14, 2022 based on his performance as CEO in 2021. As detailed in our 2022 proxy statement, he will not be eligible for long-term incentive awards in 2023 for his service as Executive Chairman in 2022. The timing and details of Mr. Gorsky’s stock awards are consistent with those received by our named executive officers, as detailed in the 2022 Grants of Plan-Based Awards table on page 99.

The aggregate number of PSUs and RSUs held by Mr. Gorsky as of January 1, 2023 was 227,715 and 32,545, respectively.

Option Awards (Column E)

For Mr. Gorsky, Column E includes the grant date fair value of 218,215 option awards made to him on February 14, 2022 based on his performance as CEO in 2021. As detailed in our 2022 proxy statement, he will not be eligible for long-term incentive awards in 2023 for his service as Executive Chairman in 2022. The timing and details of Mr. Gorsky’s option awards are consistent with those received by our named executive officers, as detailed in the 2022 Grants of Plan-Based Awards table on page 99.

The aggregate number of outstanding options held by Mr. Gorsky as of January 1, 2023 was 3,454,021.


54			2023 Proxy Statement

Non-Equity Incentive Plan Compensation (Column F)

For Mr. Gorsky, Column F includes his annual incentive payout for fiscal 2022 performance and dividend equivalents received in fiscal 2022 on vested Certificates of Long-Term Compensation (CLCs).

Mr. Gorsky received the same enterprise payout multiplier (91.0%) that was applied to other enterprise executives, resulting in an annual incentive payout of $1,910,000 for fiscal 2022. For a detailed description of our annual incentive program, see Compensation Discussion and Analysis – 2022 Annual Incentives on page 66.

We stopped granting CLCs to our executives in 2012. These cash-based long-term incentives have all vested and will be paid out in accordance with their original terms. This column includes the value of the dividend equivalents paid on Mr. Gorsky’s vested CLCs during fiscal 2022, which had a total value of $534,000.

All Other Compensation (Column G)

For the non-employee directors: Charitable Matching Contributions. The amounts reported in column G represent the aggregate dollar amount for each non-employee director for charitable matching contributions. Non-employee directors are eligible to participate in our charitable matching gift program on the same basis as employees, pursuant to which we contribute, on a two-to-one basis for every dollar donated, up to $20,000 per year per person to certain charitable