UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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2020 Proxy Statement - 2

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on April 23, 2020:

The Proxy Statement and Annual Report to Shareholders are available at

www.investor.jnj.com/gov/annualmeetingmaterials.cfm

		March 11, 2020
Notice of Annual Meeting and Proxy Statement
You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson (the Company). For entry to the Annual Meeting, please bring your admission ticket and a valid photo ID (see "Admission Ticket Procedures" on page 109of this Proxy Statement).
	When: Thursday, April 23, 2020 10:00 a.m., Eastern Time Doors to Meeting Open at 9:15 a.m.		Where: Hyatt Regency New Brunswick Two Albany Street New Brunswick, New Jersey
We will broadcast the Annual Meeting as a live webcast at www.investor.jnj.com, under “Webcasts & Presentations.”
Items of Business:
	1. Elect the 13 nominees named in this Proxy Statement to serve as Directors for the coming year;
	2. Vote, on an advisory basis, to approve named executive officer compensation;
	3. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020;
	4. Approve an amendment to our Restated Certificate of Incorporation;
	5. Vote on the two (2) shareholder proposals contained in this Proxy Statement, if properly presented at the Annual Meeting; and
	6. Transact such other matters as may properly come before the Annual Meeting, and at any adjournment or postponement of the Annual Meeting.
Voting:
You are eligible to vote if you were a shareholder of record at the close of business on February 25, 2020. Ensure that your shares are represented at the meeting by voting in one of several  ways:
		To vote VIA THE INTERNET, go to the website listed on your proxy card or Notice.
		To vote BY PHONE, call the telephone number specified on your proxy card or on the website listed on your Notice.
		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.
		Attend the Annual Meeting to vote IN PERSON (see “Annual Meeting Attendance” and “Admission Ticket Procedures” on page 109 of this Proxy Statement).
By order of the Board of Directors,
MATTHEW ORLANDO Worldwide Vice President, Corporate Governance Corporate Secretary

A Message from Our Lead Director

Dear Fellow Shareholders,

In September of 2019, Johnson & Johnson celebrated its 75th anniversary as a publicly traded company, reminding us how the Company’s broad-based expertise, businesses and resources have produced health-enhancing innovations and strong financial performance through decade after decade of economic, social and market transformations. The Company demonstrated its resilience again in this year’s complex external environment, and we are looking forward to its future in this time of ever-increasing opportunity, challenge and change. Your Board is focused on issues that are important to the Company and its shareholders, and it is my privilege as your Lead Director to share some of our priorities with you.

We have prioritized giving you a Board with diverse perspectives and experiences and have brought together global leaders in business and healthcare, and leading experts in science and policy, to ensure that we have the necessary skills and capabilities to give you superior representation.

We believe that long-term leadership in healthcare requires strong governance and steadfast oversight of the Company’s most significant opportunities and risks, both now and in the future. In 2019, we reviewed the Company’s quality and compliance practices to ensure they are designed to produce safe, high-quality products, and we had frequent, open conversations with senior management to ensure that the Company is identifying and mitigating or managing its most significant risks. We also recognize that Johnson & Johnson operates in an extremely dynamic and challenging industry and, when significant events occurred, we convened special meetings to ensure that we were appropriately informed in a timely manner and that the Company was not losing focus on its strategic imperatives.

In 2019, we spent significant time on the Company’s strategy, reviewing the strategic plans of each of our businesses and evaluating management’s plans to deliver on the strategies. We also evaluated ongoing performance against existing strategies to ensure the Company is meeting its current commitments and appropriately investing in its future.

We believe that the Company’s current and future success depends on its leadership and its Credo-based culture. In 2019, we spent significant time evaluating the Company’s approach to talent development and diversity, and we reviewed the results of the Our Voice Employee Survey to ensure that management was appropriately fostering a culture of compliance and developing the diverse perspectives required to lead the Company into the future. We also focused on the Company’s executive compensation program, analyzing its structure to ensure that it was incentivizing leaders to grow the Company in accordance with Our Credo and appropriately managing risk.

We are deeply focused on your perspectives as our shareholders. The Company significantly expanded its shareholder engagement program in 2019, and Chairman of the Compensation & Benefits Committee, Ron Williams, and I were pleased to participate in meetings with many investors this past year. We appreciate the thoughtful and considered perspectives provided at these meetings, and we discussed these insights with the full Board. At your suggestion, we made a number of significant changes to the design of our executive compensation program. We have also expanded our discussion of risk oversight and oversight of human capital management in this Proxy Statement and included disclosure about how risks inform the design of our executive compensation program. We hope you find this disclosure informative and helpful, and we welcome your continued feedback.

As Lead Director, I worked to ensure that our Board agendas align with our priorities. Our meetings were designed to encourage robust discussion with management and each other, and I regularly led executive sessions so the independent Directors could discuss and explore the opportunities and challenges facing the Company without management present. Experts from across the Company provided on-the-ground information directly to our Board, and we also invited third-party experts to provide external perspective.

We never lose focus on Our Credo and the Company’s first priority: the patients and customers who use and trust the Company's products. On behalf of the Board, I’d like to thank you for your investment in Johnson & Johnson and the trust it conveys. We kindly request your support for our voting recommendations, and we invite you to share your perspectives with us throughout the year.

Sincerely,

Anne M. Mulcahy

Lead Director

2020 Proxy Statement - 4

Table of Contents

4	A MESSAGE FROM OUR LEAD DIRECTOR
6	2020 PROXY STATEMENT – SUMMARY
6		Voting Overview and Vote Recommendations of Board - Items of Business
	BOARD OF DIRECTORS		INDEX OF FREQUENTLY
10		Item 1: Election of Directors	REQUESTED INFORMATION
10		Nominees	109	Admission Ticket Procedures
17		Director Nomination Process, Board Refreshment and Board Composition	109	Annual Meeting Attendance
19		Board Leadership Structure	73	Anti-Pledging, Hedging Policy
21		Board Committees	98	Auditor Fees
24		Board Meetings and Processes	98	Auditor Tenure
25		Oversight of Strategy	24	Board Evaluation
25		Oversight of Risk	19	Board Leadership Structure
28		Oversight of Human Capital Management	24	Board Meeting Attendance
30		Shareholder Engagement	96	CEO Pay Ratio
32		Corporate Governance Highlights	54	CEO Performance Evaluation
34		Director Independence	71	Compensation Consultant
36		Related Person Transactions	9	Compensation Summary
38		Stock Ownership and Section 16 Compliance	111	Contacting the Board
40		Director Compensation	110	Corporate Governance Materials
	COMPENSATION OF EXECUTIVES		65	Death Benefits
43		Item 2: Advisory Vote to Approve Named Executive Officer Compensation	10	Director Biographies
44		Compensation Committee Report	34	Director Independence
45		Compensation Discussion and Analysis	32	Director Overboarding Policy
46		2019 Performance and Compensation	18	Director Qualifications
62		Executive Compensation Philosophy	73	Exec. Comp. Recoupment Policy
63		Components of Executive Compensation	107	How to Vote
67		Peer Groups for Pay and Performance	20	Lead Director Duties
69		Compensation Decision Process	64	Long-Term Incentives
70		Governance of Executive Compensation	108	Notice and Access
72		Additional Information Concerning Executive Compensation	50	Pay For Performance
74		Executive Compensation Tables	67	Peer Group Comparisons
77		2019 Summary Compensation Table	66	Perquisites
83		2019 Grants of Plan-Based Awards	33	Political Spending Oversight
86		2019 Outstanding Equity Awards at Fiscal Year-End	32	Proxy Access
89		2019 Option Exercises and Stock Vested	36	Related Person Transactions
90		2019 Pension Benefits	25	Risk Oversight
91		2019 Non-Qualified Deferred Compensation	72	Severance Benefits
93		2019 Potential Payments Upon Termination	30	Shareholder Outreach
96		Ratio of the Annual Total Compensation of the Median-Paid Employee to CEO	48	Shareholder Outreach -
	AUDIT MATTERS			Compensation
97		Audit Committee Report	101	Shareholder Proposals
98		Item 3: Ratification of Appt. of Independent Registered Public Accounting Firm		Stock Ownership Requirements for:
	AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION		42	Directors
100		Item 4: Amendment to the Restated Certificate of Incorporation	72	Executive Officers
	SHAREHOLDER PROPOSALS		38	Stock Ownership
101		Item 5: Independent Board Chair	111	Websites
104		Item 6: Report on Governance of Opioids-Related Risks
107	GENERAL INFORMATION

2020 Proxy Statement - 5

2020 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 - ITEMS OF BUSINESS
Election of Director Nominees: Please Vote FOR all Nominees
1		Election of 13 Director Nominees (pages 10-16)	þ
	•Diverse slate of Director nominees with broad and relevant leadership and experience. •All nominees are independent, except the Chairman. •Average Director tenure is 5.46 years.
Management Proposals: Please Vote FOR all Management Proposals
2		Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) (page 43)	þ
	•Independent oversight by the Compensation & Benefits Committee with the assistance of an independent external advisor. •Executive compensation targets are determined based on annual review of publicly available information and executive compensation surveys among the Executive Peer Group (page 67).
3		Ratification of Appointment of Independent Registered Public Accounting Firm (page 98)	þ
	•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.
4		Amendment to the Restated Certificate of Incorporation to Permit Removal of Directors without Cause (page 100)
	•The Company’s current Restated Certificate of Incorporation provides that a Director may be removed only for cause. The proposed amendment would delete this provision. •The Board and the Nominating & Corporate Governance Committee regularly review our corporate governance practices and recognize the emerging practice to permit removal of Directors without cause.		þ
Shareholder Proposals: Please Vote AGAINST the following Shareholder Proposals
5		Independent Board Chair (page 101)	ý
	•It is crucial that the Board maintain the flexibility to tailor its leadership structure to best fit the Company’s needs as they evolve, as well as to best respond to the challenges facing the Company. •Our current Board structure, with a robust Lead Director and Committees each composed entirely of independent Directors, provides appropriately strong independent leadership and oversight. •Independent Directors hold regularly scheduled Executive Sessions and each Committee holds regularly scheduled private sessions with their respective compliance leaders to ensure transparent and candid feedback.
6		Report on Governance of Opioids-Related Risks (page 104)	ý
	•The Company’s current opioids-related business activities are immaterial. •We have created a resource, www.factsaboutourprescriptionopioids.com, in an effort to be transparent, and to update shareholders about, among other things, our prior opioid business activities and the related litigation. •We already provide meaningful and substantive disclosure concerning the governance measures and other controls implemented to manage significant risks, including risks related to litigation and reputational risks. •The Board believes that the preparation of the report contemplated by this proposal is unnecessary and duplicative of existing disclosures.

2020 Proxy Statement - 6

DIRECTOR NOMINEES (pages 10 to 16)

Name

Age

Director Since

Primary Occupation

Board Committees

AUD

CB

NCG

RC

STS

FIN

M. C. Beckerle

I

65

2015

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

ü

C

D. S. Davis

I

68

2014

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

C

ü

I. E. L. Davis

I

69

2010

Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company

ü

ü

J. A. Doudna

I

56

2018

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

ü

A. Gorsky

CH

59

2012

Chairman and Chief Executive Officer, Johnson & Johnson

C

M. A. Hewson

I

66

2019

Chairman, President and Chief Executive Officer, Lockheed Martin Corporation

ü

H. Joly

I

60

2019

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

ü

M. B. McClellan

I

56

2013

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

ü

ü

A. M. Mulcahy

LD

I

67

2009

Former Chairman and Chief Executive Officer, Xerox Corporation

ü

ü*

ü

C. Prince

I

70

2006

Retired Chairman and Chief Executive Officer, Citigroup Inc.

ü

C

A. E. Washington

I

69

2012

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

ü

ü

M. A. Weinberger

I

58

2019

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

ü

ü

R. A. Williams

I

70

2011

Former Chairman and Chief Executive Officer, Aetna Inc.

C

ü

* Ms. Mulcahy will be appointed as the Chairman of the Nominating & Corporate Governance Committee at our April Board Meeting.

CH

Chairman of the Board

C

Committee Chair

LD

Lead Director

I

Independent Director

AUD

Audit Committee

CB

Compensation & Benefits Committee

NCG

Nominating & Corporate Governance Committee

RC

Regulatory Compliance Committee

STS

Science, Technology & Sustainability Committee

FIN

Finance Committee

2020 Proxy Statement - 7

BOARD REFRESHMENT AND BOARD NOMINEE COMPOSITION (page 18)
CORPORATE GOVERNANCE HIGHLIGHTS (page 32)
	Effective Board Structure and Composition		Responsive and Accountable to Shareholders
	ü	Strong independent Board leadership	ü	Annual election of Directors
	ü	Independent Lead Director	ü	Majority voting standard for Director elections
	ü	Annual review of Board leadership	ü	One class of stock
	ü	Executive Sessions of independent Directors	ü	Proxy access
	ü	Private Committee sessions with key compliance leaders	ü	Director overboarding policy
	ü	Rigorous Board and Committee evaluations	ü	No shareholder rights plan
	ü	Regular Board refreshment	ü	No supermajority requirements in Certificate of Incorporation / By-Laws
	ü	Diverse and skilled Board	ü	Shareholder right to call special meetings
			ü	Active shareholder engagement
	Additional Governance Features		ü	Annual Say on Pay advisory vote
	ü	Code of Business Conduct	ü	Policy Against Pledging, Hedging and Short Selling of Company Stock
	ü	Cybersecurity oversight	ü	Disclosure on drug pricing in Janssen U.S. Transparency Report
	ü	Enhanced litigation disclosure	ü	ESG disclosure in annual Health for Humanity Report
	ü	Robust compensation recoupment policy framework
OUR ANNUAL SHAREHOLDER ENGAGEMENT CYCLE (page 30)

2020 Proxy Statement - 8

EXECUTIVE COMPENSATION SUMMARY
Shareholder Outreach and Our Compensation Program Changes
At our 2019 Annual Meeting, approximately 66% of our shareholders voted in support of our executive compensation program. During 2019, we enhanced our shareholder outreach and engagement efforts to solicit feedback on our programs and practices. In total, we met with approximately 115 shareholders representing approximately 35% of our total shares outstanding and approximately 50% of our institutional ownership. We believe that our 2019 vote, commonly known as "Say on Pay," was largely the result of mixed views of a one-time supplemental severance payment made in 2018 to a former named executive officer. We discussed this issue as well as other items related to our executive compensation program with our shareholders. On pages 48 and 49 we provide more detail on our shareholder outreach, what we heard, and our compensation program changes in response to shareholder feedback.
What We Heard	What We Did
Avoid paying supplemental severance, but do not make a commitment to never do so in the future.	We will provide severance benefits within the parameters of our existing plans, and, based on shareholder feedback, we will retain flexibility if additional actions are required by the circumstances.
Add more structure to our annual incentives.	We redesigned our executives' 2020 annual incentives with clear weightings on financial and strategic goals and identified threshold, target, and maximum levels of financial performance and payout.
Use only 3-year measures in the 3-year PSUs. Discontinue using three 1-year sales measures.	We redesigned our PSUs to be based on 3-year earnings per share (EPS) and 3-year relative total shareholder return (TSR) - each weighted 50% - beginning with our 2020 awards.
Shareholders did not express concern over personal use of the company car and driver, but we changed our program based on competitive market data.	Beginning in 2020, we capped the value of our car and driver perquisite.
Company Performance
We delivered strong performance in 2019. We exceeded our financial goals and met our strategic goals. This was driven by strong performance in our Pharmaceuticals business and positive momentum in our Medical Devices and Consumer businesses. We summarize our performance against our financial and strategic goals on pages 50 to 53.
Financial Goal	Goal	Results
Exceeded our operational sales growth goal	0.0% - 1.0%	2.8%
Exceeded our adjusted operational EPS growth goal	5.7% - 7.6%	8.8%
Exceeded our free cash flow goal ($ Billions)	$18.6 - $19.4	$19.9
Note: Operational sales growth, adjusted operational EPS growth, and free cash flow are non-GAAP measures. See page 53 for details.
Compensation Decisions for 2019 Performance
The Company exceeded its financial goals and met its strategic goals. The Board recognized Mr. Gorsky’s 2019 performance by awarding him an annual performance bonus at 108% of target and long-term incentives at 108% of target. After reviewing market data and other factors, the Board kept Mr. Gorsky's salary rate unchanged at $1,650,000 per year. His salary rate has remained the same since 2018.
Compensation Item	2019 Amount ($)	Percent of Target (%)
Salary Earned	$1,650,000
Annual Performance Bonus	3,120,000	108	%
Long-Term Incentive Awards	14,610,000	108	%
Total Direct Compensation	$19,380,000
We describe the performance and compensation of our Chairman/CEO on page 54 and our named executive officers on pages 55 to 57.

2020 Proxy Statement - 9

Item 1: Election of Directors

þ The Board of Directors recommends a vote FOR election of each of the below-named Director nominees.

NOMINEES

There are 13 Director nominees for election at our 2020 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 were elected to the Board at the last Annual Meeting and are currently serving as Directors of the Company except for Messrs. Joly and Weinberger, who were both appointed to the Board on December 5, 2019. Mr. Joly and Mr. Weinberger were recommended for appointment by the Nominating & Corporate Governance Committee, in keeping with the Board’s commitment to refreshment and seeking out Director candidates who have been leaders of large, complex organizations across both the public and private sectors, as well as candidates with diverse backgrounds, skills and experiences. Mr. Weinberger was recommended for the Committee's consideration by a Director and Mr. Joly was recommended for the Committee's consideration following a review of a diverse group of candidates identified by a third-party search firm. The Nominating & Corporate Governance Committee conducted a thorough review of both individuals before recommending them for appointment to the Board and for nomination at the 2020 Annual Meeting.

In keeping with the Board's policy on retirement of Directors, Mr. William D. Perez, appointed to the Board in 2007, will not stand for re-election. We join the Board in thanking Mr. Perez for his service.

Below are summaries of the skills and qualifications, and a brief biography, of each of the Director nominees.

MARY C. BECKERLE, Ph.D.
Independent Director since 2015		Biography:
		Dr. Beckerle, age 65, 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, 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, the Board of Scientific Advisors of the National Cancer Institute (USA) and the External Advisory Board of the Dana Farber/Harvard Cancer Center.
Current Committees:
•	Chair, Science, Technology & Sustainability
•	Member, Regulatory Compliance
		Skills and Qualifications:
Other Public Board Service:		•	Expertise in scientific research and organizational management in the
•	Huntsman Corporation (since 2011)		healthcare arena
		•	Active participant in national and international scientific affairs
		•	Strong focus on patient experience

2020 Proxy Statement - 10

D. SCOTT DAVIS
Independent Director since 2014		Biography:
		Mr. Davis, age 68, 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 and Qualifications:
		•	Deep understanding of emerging markets and international operations,
Current Committees:			public policy and global economic indicators
•	Chair, Audit	•	Expertise in management, strategy, finance and operations
•	Member, Compensation & Benefits	•	Expertise in supply chain logistics at a time of rapid global expansion
			in the healthcare industry
Other Public Board Service:
•	Honeywell International, Inc. (since 2005)
Recent Past Public Board Service:
•	United Parcel Service, Inc. (2008-2016)
•	EndoChoice, Inc. (2014-2016)

IAN E. L. DAVIS
Independent Director since 2010		Biography:
		Mr. Davis, age 69, is currently non-executive Chairman, Rolls-Royce Holdings plc. Mr. Davis retired from McKinsey & Company (management consulting) in 2010 as a Senior Partner, having served as Chairman and Worldwide Managing Director from 2003 until 2009. In his more than 30 years at McKinsey, he served as a consultant to a range of global organizations across the public, private and not-for-profit sectors. Prior to becoming Chairman and Worldwide Managing Director, he was Managing Partner of McKinsey's practice in the United Kingdom and Ireland. His experience included oversight for McKinsey clients and services in Asia, Europe, the Middle East and Africa, and expertise in the consumer products and retail industries. Mr. Davis is a Director Majid Al Futtaim Holding LLC, and a Senior Advisor at Apax Partners, a private equity firm.
Current Committees:
•	Member, Audit	Skills and Qualifications:
•	Member, Regulatory Compliance	•	Expertise in leading a broad global business
		•	Deep understanding of global business trends
Other Public Board Service:		•	Expertise in strategy and business transformation
•	BP, plc (since 2010)
•	Rolls-Royce Holdings plc (since 2013)

2020 Proxy Statement - 11

JENNIFER A. DOUDNA, Ph.D.
Independent Director since 2018		Biography:
		Dr. Doudna, age 56, 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. Dr. Doudna is a Director of Driver Inc. and a Trustee for Pomona College.
Current Committees:
•	Member, Science, Technology & Sustainability	Skills and Qualifications:
		•	Pioneer in the field of biochemistry, having co-discovered the simplified
Other Public Board Service:			genome editing technique CRISPR-Cas9
•	None	•	Expertise in scientific research and innovation
		•	Leader in integration of scientific research and ethics

ALEX GORSKY
Management - Director since 2012		Biography:
		Mr. Gorsky, age 59, was appointed as Chairman, Board of Directors in December 2012. He was named Chief Executive Officer, Chairman of the Executive Committee and joined the Board of Directors in April 2012. Mr. Gorsky began his Johnson & Johnson career with Janssen Pharmaceutica Inc. in 1988. Over the next 15 years, he advanced through positions of increasing responsibility in sales, marketing and management. In 2001, Mr. Gorsky was appointed President of Janssen Pharmaceutical Inc., and in 2003 he was named Company Group Chairman of the Johnson & Johnson pharmaceutical business in Europe, the Middle East and Africa. Mr. Gorsky left Johnson & Johnson in 2004 to join Novartis Pharmaceuticals Corporation, where he served as head of the pharmaceutical business in North America. Mr. Gorsky returned to Johnson & Johnson in 2008 as Company Group Chairman for Ethicon. In early 2009, he was appointed Worldwide Chairman of the Surgical Care Group and member of the Executive Committee. In September 2009, he was appointed Worldwide Chairman of the Medical Devices and Diagnostics Group. Mr. Gorsky became Vice Chairman of the Executive Committee in January 2011. Mr. Gorsky serves on the Boards of the Travis Manion Foundation, the National Academy Foundation and the Wharton Board of Overseers. He is a Member of the Board of the Business Roundtable and serves as the Chairman of its Corporate Governance Committee.
Current Committees:
•	Chair, Finance
Other Public Board Service:
•	International Business Machines Corporation (since 2014)
		Skills and Qualifications:
		•	Leadership of global business in healthcare industry
		•	Expertise in strategy and operations of our Company as well as its risks
			and challenges
		•	Deep commitment to ethical, Credo-based leadership

2020 Proxy Statement - 12

MARILLYN A. HEWSON
Independent Director since 2019		Biography:
		Ms. Hewson, age 66, has served since January 2014 as Chairman, President and Chief Executive Officer of Lockheed Martin Corporation (aerospace), a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. Ms. Hewson was Chief Executive Officer and President of Lockheed Martin from January to December 2013 and has served as a Director since 2012. Ms. Hewson currently serves on the University of Alabama’s Culverhouse College of Commerce Board of Visitors and its President's Cabinet, the Boards of Governors of the United Service Organizations (USO) and Aerospace Industries Association, the Boards of Directors of the Congressional Medal of Honor Foundation, Catalyst, Inc., and the Business Roundtable, and the International Advisory Board of the Atlantic Council. Ms. Hewson also serves on the Board of Trustees for King Abdullah University of Science and Technology in the Kingdom of Saudi Arabia and Khalifa University of Science and Technology in the United Arab Emirates.
Current Committees:
•	Member, Compensation & Benefits
Other Public Board Service:
•	Lockheed Martin Corporation (since 2012)	Skills and Qualifications:
		•	Expertise in executive and operational leadership in a global, regulated
Recent Past Public Board Service:			industry
•	DuPont; DowDuPont Inc. (2007-2019)	•	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

HUBERT JOLY
Independent Director since 2019		Biography:
		Mr. Joly, age 60, became the Executive Chairman of Best Buy Co., Inc. (consumer electronics) in June 2019, 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 also a Vice Chairman of The Business Council and serves on the Board of Directors of Sciences Po Foundation, the Board of Trustees of the Minneapolis Institute of Art and the International Advisory Board of his alma mater, HEC Paris.
Current Committees:
•	Member, Nominating & Corporate Governance
Other Public Board Service:
•	Best Buy Co., Inc. (since 2012)	Skills and Qualifications:
•	Ralph Lauren Corporation (since 2009)	•	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

2020 Proxy Statement - 13

MARK B. McCLELLAN, M.D., Ph.D.
Independent Director since 2013		Biography:
		Dr. McClellan, age 56, 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 a current Board member of the Reagan-Udall Foundation, is a Member of the National Academy of Medicine, Chairs 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 ResearchAmerica!, Long Term Quality Alliance, Alignment Healthcare, Seer, Inc., National Alliance for Hispanic Health and the Alliance for Health Policy.
Current Committees:
•	Member, Regulatory Compliance
•	Member, Science, Technology & Sustainability
Other Public Board Service:
•	Cigna Corporation (since 2018)
		Skills and Qualifications:
		•	Extensive experience in public health policy, 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

ANNE M. MULCAHY
Independent Director since 2009 Lead Director since 2012		Biography:
		Ms. Mulcahy, age 67, 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.
Current Committees:
• Member, Audit • Member, Finance • Member, Nominating & Corporate Governance
		Skills and Qualifications:
		•	Experience leading a large, global manufacturing and services company
Other Public Board Service:			with one of the world's most recognized brands
•	Graham Holdings Company (since 2008)	•	Expertise in organizational and operational management issues crucial to a
•	LPL Financial Holdings Inc. (since 2013)		large public company.
•	Williams-Sonoma, Inc. (since 2018)	•	Deep commitment to business innovation and talent development
Recent Past Public Board Service:
•	Target Corporation (1997-2017)

2020 Proxy Statement - 14

CHARLES PRINCE
Independent Director since 2006		Biography:
		Mr. Prince, age 70, served as Chief Executive Officer of Citigroup Inc. (financial services) from 2003 to 2007 and as Chairman from 2006 to 2007. Previously, he served as Chairman and Chief Executive Officer of Citigroup's Global Corporate and Investment Bank from 2002 to 2003, Chief Operating Officer from 2001 to 2002 and held positions of increasing responsibility since joining Commercial Credit Company, a predecessor to Citigroup, in 1979. Mr. Prince began his career as an attorney at U.S. Steel Corporation in 1975. Mr. Prince is a Director of Lord Abbett Family of Funds and a member of the Council on Foreign Relations and The Council of Chief Executives.
Current Committees:		Skills and Qualifications:
•	Chair, Regulatory Compliance	•	Expertise leading a diverse global company in a regulated environment
•	Member, Nominating & Corporate Governance	•	Deep expertise in compliance and risk oversight
		•	Well-developed legal, global business and financial acumen
Other Public Board Service:
•	None
Recent Past Public Board Service:
•	Xerox Corporation (2008-2018)

A. EUGENE WASHINGTON, M.D., M.Sc.
Independent Director since 2012		Biography:
		Dr. Washington, age 69, is Duke University's Chancellor for Health Affairs and the President and Chief Executive Officer of the Duke University Health System. Previously, he was Vice Chancellor of Health Sciences, Dean of the David Geffen School of Medicine at UCLA; Chief Executive Officer of the UCLA Health System; and Distinguished Professor of Gynecology and Health Policy at UCLA. Prior to UCLA, he served as Executive Vice Chancellor and Provost at the University of California, San Francisco (UCSF) from 2004 to 2010. Dr. Washington co-founded UCSF's Medical Effectiveness Research Center for Diverse Populations in 1993 and served as Director until 2005. He was Chair of the Department of Obstetrics, Gynecology, and Reproductive Sciences at UCSF from 1996 to 2004. Dr. Washington also co-founded the UCSF-Stanford Evidence-based Practice Center and served as its first Director from 1997 to 2002. Prior to UCSF, Dr. Washington worked at the Centers for Disease Control and Prevention. Dr. Washington was elected to the National Academy of Sciences' Institute of Medicine in 1997, where he served on its governing Council. He was founding Chair of the Board of Governors of the Patient-Centered Outcomes Research Institute, served as a member of the Scientific Management Review Board for the NIH, and also served as Chairman of the Board of Directors of both the California HealthCare Foundation and The California Wellness Foundation. Dr. Washington serves on the Boards of Directors of the Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc.
Current Committees:
•	Member, Compensation & Benefits
•	Member, Science, Technology & Sustainability
Other Public Board Service:
•	None
		Skills and Qualifications:
		•	Expertise in medicine, clinical research and healthcare innovation
		•	Important customer and patient perspective through leadership of
			complex health systems
		•	Expertise in health policy

2020 Proxy Statement - 15

MARK A. WEINBERGER
Independent Director since 2019		Biography:
		Mr. Weinberger, age 58, 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 is on the Board of Directors of the Business Roundtable and he previously chaired its Tax and Fiscal Policy Committee and Audit Committee. He is also a Member of the International Advisory Board of British-American Business Council and is on the Board of Advisors for the American Council for Capital Formation. Mr. Weinberger is a Strategic Advisor to the FCLTGlobal (Focusing Capital on the Long-term), is on the CEO Advisory Council of JUSTCapital, and serves on the Board of Directors of the National Bureau of Economic Research and the Aspen Economic Strategy Group. He is also on the Boards of Trustees for the United States Council for International Business, the Greater Washington Partnership, The Concord Coalition, Emory University and Case Western Reserve University.
Current Committees:
•	Member, Audit
•	Member, Regulatory Compliance
Other Public Board Service:
•	MetLife Inc. (since 2019)	Skills and Qualifications:
		•	Experience leading a global 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

RONALD A. WILLIAMS
Independent Director since 2011		Biography:
		Mr. Williams, age 70, served as Chairman and Chief Executive Officer of Aetna Inc. (managed care and health insurance) from 2006 to 2010 and as Chairman from 2010 until his retirement in April 2011. He is also an advisor to the private equity firm Clayton, Dubilier & Rice, LLC. In addition, Mr. Williams serves on the Boards of Directors of Peterson Institute for International Economics, the National Academy Foundation and the President's Circle of the National Academics, the Advisory Board of Peterson Center on Healthcare and is Vice Chairman of the Board of Trustees of The Conference Board. Previously, Mr. Williams served on President Barack Obama's Management Advisory Board from 2011 to January 2017, as Chairman of the Council for Affordable Quality Healthcare from 2007 to 2010, as Vice Chairman of The Business Council from 2008 to 2010 and on the Board of MIT Corporation until July 2019.
Current Committees:
•	Chair, Compensation & Benefits
•	Member, Nominating & Corporate Governance	Skills and Qualifications:
		•	Broad experience leading a complex company in the healthcare industry
Other Public Board Service:		•	Expertise in corporate governance and leadership during times of
•	The Boeing Company (since 2010)		business disruption and transformation
•	American Express Company (since 2007)	•	Expertise in operational management and insight into both public
			healthcare policy and the healthcare industry
Recent Past Public Board Service:
•	Envision Healthcare Holdings, Inc. (2011-2017)

2020 Proxy Statement - 16

DIRECTOR NOMINATION PROCESS, BOARD REFRESHMENT AND BOARD COMPOSITION

Director Nomination Process

The Nominating & Corporate Governance Committee annually considers the size, composition and needs of the Board, reviews potential candidates for the Board and recommends the Director nominees for approval. The Committee considers and evaluates suggestions from many sources, including shareholders, regarding potential candidates to serve on the Board. Such suggestions, 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 111. Potential candidates suggested by shareholders are evaluated by the Nominating & Corporate Governance Committee in the same manner as other potential candidates.

General Criteria for Nomination to the Board
Candidates for the Board should meet the following criteria:
	l	possess the highest ethical character and share values with Our Credo
	l	strong personal and professional reputation consistent with our image and reputation
	l	proven record of accomplishment within candidate’s field, with superior credentials and recognition
	l	leadership of a major complex organization, including scientific, government, educational and other non-profit institutions
The Board also seeks Directors who:
	l	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
	l	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
	l	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
	l	exercise sound business judgment
	l	are diverse, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics

The Board is committed to seeking out highly qualified women and minority candidates and candidates with diverse backgrounds, skills and experiences as part of the search process for each new director. These criteria are incorporated into our Principles of Corporate Governance posted at www.investor.jnj.com/gov.cfm.

2020 Proxy Statement - 17

Board Refreshment and Board 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, background, race, ethnicity, gender and other unique 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 welcomed three new Directors in 2019, one new Director in 2018 and every year during the period from 2006-2015, except 2008. Ms. Hewson joined the Board after being elected a Director at our 2019 Annual Meeting. Messrs. Joly and Weinberger were appointed to the Board on December 5, 2019, after being recommended for appointment by the Nominating & Corporate Governance Committee, in keeping with the Board's commitment to refreshment and seeking out director candidates who have been leaders of major complex organizations across both the public and private sectors (see "Nominees" on page 10). Mr. Weinberger was recommended for the Committee's consideration by a Director and Mr. Joly was recommended for the Committee's consideration following a review of a diverse group of candidates identified by a third-party search firm. The Nominating & Corporate Governance Committee conducted a thorough review of both individuals before recommending them for appointment to the Board and for nomination at the 2020 Annual Meeting.

Below are highlights of the composition of the Director nominees:

BOARD NOMINEE COMPOSITION

2020 Proxy Statement - 18

BOARD LEADERSHIP STRUCTURE

l	Chairman of the Board and Chief Executive Officer: Alex Gorsky
l	Independent Lead Director: Anne M. Mulcahy
	l	The Chairman and Lead Director positions are evaluated and appointed annually by the independent Directors
	l	The Nominating & Corporate Governance Committee annually reviews in Executive Session the Board leadership structure
l	All five main Board Committees composed of independent Directors
l	Independent Directors met in Executive Session at each of the eight regular 2019 Board meetings

The Board believes there is no single board leadership structure that is optimal in all circumstances. The Board, with its diverse skills and experience, considers the most appropriate leadership structure for our Company in the context of the specific circumstances and challenges facing us.
	l	The Directors come from a variety of organizational backgrounds with direct experience in a wide range of leadership and management structures.
	l	The independent Directors appropriately challenge management and demonstrate the independence and free thinking necessary for effective oversight.
	l	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 decide which one best serves the interests of our stakeholders as defined in Our Credo (on the back cover of this Proxy Statement).
In February 2018, the Board amended our Principles of Corporate Governance to reflect that the Nominating & Corporate Governance Committee review the Board's leadership structure on an annual basis and at other appropriate times, including whether it remains in our Company’s best interests to continue to combine the roles of Chairman of the Board and CEO. The Principles of Corporate Governance can be found at www.investor.jnj.com/gov.cfm.
In conducting its review, the Committee considers, among other things:
	l	The effectiveness of the policies, practices and people in place at our Company to help ensure strong, independent Board oversight.
	l	Our Company’s performance and the effect a specific leadership structure could have on its performance.
	l	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.
	l	The Chairman’s performance in the role of Chairman (separate and apart from his performance as CEO).
	l	The views of our Company’s shareholders as expressed both during our shareholder engagement and through shareholder proposals.
	l	Applicable legislative and regulatory developments.
	l	The practices at other similarly situated companies and trends in governance.

In December 2019, after reviewing and discussing Board leadership in consideration of these factors, the Nominating & Corporate Governance Committee concluded that it is in our Company’s best interests for the Board to be led by a combined Chairman and CEO. Based on the Committee's guidance, the independent Directors believe that it is in our Company's best interests for Mr. Gorsky to serve as both Chairman and CEO.

The independent Directors also believe that Ms. Mulcahy should continue to serve as Lead Director. The Lead Director role includes the broad range of responsibilities set out on the following page, 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. Please also see “A Message from Our Lead Director” on page 4 of this Proxy Statement, which illustrates how the Lead Director and the Board are providing robust, independent oversight of our Company.

2020 Proxy Statement - 19

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
	•	Periodically 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
	•	With the Chairman/CEO, determines 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/CEO is not present, including Executive Session of the independent Directors
Communicating with Management	•	After each Executive Session of the independent Directors, communicates with the Chairman/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/CEO and management on a regular basis and when special circumstances arise
Communicating with Stakeholders	•	Meets with major shareholders or other external parties as necessary
	•	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
Chair and CEO Performance Evaluations	•	Leads the annual performance evaluation of the Chairman/CEO, distinguishing as necessary between 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.

2020 Proxy Statement - 20

BOARD COMMITTEES

The Board has a standing Audit Committee, Compensation & Benefits Committee, Nominating & Corporate Governance Committee, Regulatory Compliance Committee and Science, Technology & Sustainability 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, each of these Committees is authorized and assured of appropriate funding to retain and consult with external advisors, consultants, and counsel. In addition, the Board has a standing Finance Committee, composed of the Chairman and the Lead Director, which exercises the authority of the Board between Board meetings in accordance with our Company's By-Laws.

Board Committee Membership

The following table shows the current members and Chairmen of each of the standing Board Committees and the number of meetings each Committee held in 2019.

DIRECTOR NOMINEES

Name

Age

Director Since

Primary Occupation

Board Committees

AUD

CB

NCG

RC

STS

FIN

M. C. Beckerle

I

65

2015

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

ü

C

D. S. Davis(1)

I

68

2014

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

C

ü

I. E. L. Davis

I

69

2010

Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company

ü

ü

J. A. Doudna

I

56

2018

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

ü

A. Gorsky

CH

59

2012

Chairman and Chief Executive Officer, Johnson & Johnson

C

M. A. Hewson

I

66

2019

Chairman, President and Chief Executive Officer, Lockheed Martin Corporation

ü

H. Joly

I

60

2019

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

ü

M. B. McClellan

I

56

2013

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

ü

ü

A. M. Mulcahy

LD

I

67

2009

Former Chairman and Chief Executive Officer, Xerox Corporation

ü

ü*

ü

C. Prince

I

70

2006

Retired Chairman and Chief Executive Officer, Citigroup Inc.

ü

C

A. E. Washington

I

69

2012

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

ü

ü

M. A. Weinberger

I

58

2019

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

ü

ü

R. A. Williams

I

70

2011

Former Chairman and Chief Executive Officer, Aetna Inc.

C

ü

Number of Meetings in 2019

8(2)

7

4

4

4

0

(1)

Designated as an “audit committee financial expert”

(2)

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

*

Ms. Mulcahy will be appointed as Chairman of the Nominating & Corporate Governance Committee at our April Board Meeting.

CH

Chairman of the Board

C

Committee Chair

LD

Lead Director

I

Independent Director

AUD

Audit Committee

CB

Compensation & Benefits Committee

NCG

Nominating & Corporate Governance Committee

RC

Regulatory Compliance Committee

STS

Science, Technology & Sustainability Committee

FIN

Finance Committee

2020 Proxy Statement - 21

Board Committee Responsibilities

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

Audit Committee

	l	Oversees our financial management, accounting and reporting processes and practices
	l	Appoints, retains, compensates and evaluates our independent auditor
	l	Oversees our internal audit organization, reviews its annual plan and reviews results of its audits
	l	Oversees the quality and adequacy of our Company’s internal accounting controls and procedures
	l	Reviews and monitors our financial reporting compliance and practices and our disclosure controls and procedures
	l	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) to review their work and confirm that they are properly discharging their respective responsibilities. For more information on Audit Committee activities in 2019, see the Audit Committee Report on page 97. 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.

Compensation & Benefits Committee

	l	Establishes our executive compensation philosophy and principles
	l	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
	l	Sets the composition of the group of peer companies used for comparison of executive compensation
	l	Oversees the design and management of the various pension, long-term incentive, savings, health and benefit plans that cover our employees
	l	Reviews the compensation for our non-employee Directors and recommends compensation for approval by the full Board
	l	Provides oversight of the compensation philosophy and policies of the Management Compensation Committee, a non-Board committee composed of Mr. Gorsky (Chairman/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 Frederic W. Cook & Co., Inc. 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 70.

2020 Proxy Statement - 22

Nominating & Corporate Governance Committee

l	Oversees matters of corporate governance, including the evaluation of the policies and practices of the Board and the Board leadership structure
l	Oversees the process for performance evaluations of the Board and its Committees
l	Reviews our executive succession plans
l	Evaluates any questions of possible conflicts of interest for the Board and Executive Committee members
l	Reviews potential candidates for the Board as discussed on page 10 and recommends Director nominees to the Board for approval
l	Reviews and recommends Director orientation and continuing education programs for Board members
l	Oversees compliance with the Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers
l	Evaluates our Board leadership structure on an annual basis

Regulatory Compliance Committee

l	Oversees regulatory compliance and adherence to high-quality standards in the areas of healthcare compliance, anti-corruption laws, and the manufacture and supply of products
l	Compliance with applicable laws, regulations and Company policies related to medical safety, product quality, environmental regulations, employee health and safety, privacy, cybersecurity and political expenditures
l	Reviews the policies, practices and priorities for our political expenditure and lobbying activities
l	Oversees our compliance with privacy regulations
l	Oversees our risk management programs related to global cybersecurity, information security, product quality, and technology

Science, Technology & Sustainability Committee

l	Monitors and reviews the overall strategy, priorities and effectiveness of the research and development organizations supporting our businesses
l	Serves as a resource and provides input as needed regarding the scientific and technological aspects of product- safety matters
l	Assists the Board in identifying and comprehending significant emerging science and technology policy and public health issues and trends that may impact our overall business strategy
l	Assists the Board in its oversight of our major acquisitions and business development activities as they relate to the acquisition or development of new science or technology
l	Oversees our environmental, social and governance (ESG) policies and programs designed to promote sustainable business practices and to mitigate risks related to employee health, safety and sustainability, including our external citizenship and sustainability commitments and our annual Health for Humanity Report

Finance Committee

l	Composed of the Chairman and Lead Director of the Board
l	Exercises the authority of the Board during the intervals between Board meetings, as permitted by law and our By‑Laws
l	Acts between Board meetings as needed, generally by unanimous written consent in lieu of a meeting
l	Any action is taken pursuant to specific advance delegation by the Board or is later ratified by the Board

2020 Proxy Statement - 23

BOARD MEETINGS AND PROCESSES

Director Meetings and Attendance

During 2019, the Board held eight regular meetings and one special meeting. 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 2019 Annual Meeting except for Ms. Hewson, who presided at the Lockheed Martin Corporation Annual Meeting of Shareholders on the same morning.

Executive Sessions

During 2019, each of the Audit, Compensation & Benefits, Nominating & Corporate Governance, Regulatory Compliance, and Science, Technology & Sustainability Committees met in Executive Sessions without members of management present. The independent Directors met in Executive Session at every regular Board meeting during 2019 and held an additional special Executive Session to perform the annual evaluation of the Chairman/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 Committee held private sessions with their respective compliance leaders (e.g., the Chief Audit Executive, the Chief Compliance Officer, the Chief Quality Officer) during every in-person Committee meeting during 2019, without the Chairman/CEO present. These private meetings allow the independent Directors to engage in informal one-on-one discussions with management and provide the opportunity to solicit candid feedback and insights on risks, controls and compliance matters.

Board and Committee Evaluations

Our Principles of Corporate Governance 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 2019, the Chairman and the Lead Director met with each Director individually to collect feedback on the Board’s responsibilities, structure, composition, procedures, priorities, culture and engagement. Directors also have the opportunity to provide anonymous written comments through secure technology to enable additional candid feedback, and most Directors did 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 to address.

• Committee Evaluations: Committee members complete a written questionnaire to facilitate self-evaluation during an Executive Session of the Committee. Upon completion of the self-evaluation, the Committee Chair shares the results with the full Board, including any follow-up actions.

2020 Proxy Statement - 24

OVERSIGHT OF OUR COMPANY

Oversight of Strategy

One of the Board’s key responsibilities is overseeing our corporate strategy. The Directors' diverse backgrounds, expertise in strategy development and depth of experience helps ensure an informed and comprehensive perspective of the challenges facing our global healthcare company. Through active engagement with management, the Board has keen insight into the most important issues and opportunities facing our Company. The Board is committed to providing effective oversight of and guidance on our short- and long-term strategies, and has developed appropriate practices to execute its oversight responsibilities.

• The Board conducts an extensive review of our long-term strategic plans on an annual basis. The Board also reviews the long-term strategic plans of each of our business segments.

• Throughout the year, the Board reviews and discusses matters related to our strategy with senior management to ensure that our operations are aligned with our long-term strategy.

• Independent Directors hold regularly scheduled Executive Sessions without management present to discuss Company performance and review alignment with long-term strategy. Certain Committees also meet in private session with senior management in our financial, legal, compliance and quality functions, among others.

• The Board regularly discusses and reviews global economic, geopolitical, socioeconomic, industry and regulatory trends and the competitive environment. The Board also considers feedback on strategy from our shareholders and other stakeholders to ensure that our short- and long-term strategies are appropriately designed to promote long-term growth.

• 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. 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

Our Approach to Enterprise Risk Management

Effective risk management is essential to our success. To grow as a Company for the long term, we must balance opportunity and appropriate risk to innovate and reach more patients and consumers. To effectively identify and mitigate or manage risks, our business requires strong collaboration between the leaders and employees responsible for our operations and the functional compliance experts responsible to help ensure that we grow in a compliant manner that adequately manages risk.

Our approach to risk management begins with the design of our organization. Our independent compliance functions, including legal, healthcare compliance, quality, anti-corruption, privacy and medical safety, work closely with each of our business sectors to identify risks and advise management as it develops plans to mitigate or manage these risks. Although employees of our independent compliance functions partner closely with business leadership to provide timely, relevant guidance, they are supervised by leadership within their function. This also helps ensure that best practices are being applied across the enterprise.

On a quarterly basis, our 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 Compliance Committee reports to several key Committees of the Board to ensure oversight of significant risks facing the Company. For additional detail on compliance leader’s interaction with Board Committees, see “Private Committee Sessions with Key Compliance Leaders” on page 24.

Our approach to overseeing risk is informed by our Enterprise Risk Management framework (ERM). The ERM is designed to identify risks that may affect the enterprise and manage the related risks and opportunities to ensure we will be able to meet our short- and long-term goals. Our ERM categorizes risk as: strategic, operational, compliance (including legal and regulatory), financial and reporting, environmental and social 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 executives are responsible for day-to-day management of these risks, including creating appropriate risk management procedures.

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

Our employees are engaged in risk management through our Code of Business Conduct, which applies to all our employees worldwide. The Code of Business Conduct is designed to inform employees of relevant laws, Company policies and ethical

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standards for decisions and actions in every market where we operate to help identify risks and ensure compliant practices. The Code of Business Conduct also provides guidance on where to turn for help and how to escalate risks and concerns. Our management teams around the globe are reminded annually of the requirements of this policy, and we act swiftly to review any reported violations of the Code of Business Conduct, compliance policies, laws or regulations. All Company employees are required to complete training on the Code of Business Conduct. See www.jnj.com/code-of-business-conduct.

In addition to the escalation procedure described in the Code of Business Conduct, our Credo Hotline is an integral component of our strong compliance culture. Our Credo Hotline is an anonymous mechanism that provides a channel for all employees, contingent workers, customers, third-party agencies and other partners to report potential violations or whistleblower complaints.

Additionally, employees can report potential violations through other methods (by phone or e-mail, etc.) within their local business unit or to Corporate Internal Audit, Health Care Compliance, Law, Security or the Human Resources organizations.

Board Oversight of Risk Management

The Board is responsible for overseeing management's execution of its risk management responsibilities and for assessing our approach to risk management. The Board’s oversight of risk is an integral element of its oversight of our business, and seeks to ensure that management has processes 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:

• The Board reviews and discusses strategic, operational, financial and reporting, reputational and compliance risks.

• Throughout the year, the Board and the applicable Committees receive updates from management regarding various enterprise risk management issues and risks related to our business segments, including risks related to drug pricing, litigation, product quality and safety, reputation and sustainability.

• The Board consults with external advisors, including outside counsel, consultants and industry experts, to ensure that it is well informed about the risks and opportunities facing our Company.

• Independent Directors hold regularly scheduled Executive Sessions without management present to discuss our risk management practices and risks facing our Company and our businesses. In certain Committees, independent Directors also meet in private session with management and compliance leaders.

• In addition, the Board has tasked designated Committees of the Board to assist with the oversight of certain categories of risk management, and the Committees report to the full Board on these matters following Committee meetings. Each Committee reviews its charter on an annual basis to ensure oversight is evolving with the business.

The following graphic highlights certain risks overseen by the Committees.

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Oversight of ESG Risk

Responsibility for identifying environmental, social and governance (ESG) risks is integrated across the enterprise and managed by the Enterprise Governance Council (the Council). The Council is composed of senior leaders who represent our three business segments, our independent compliance functions and our enterprise functions with the ability to impact ESG issues. The Council and management reference the ERM to identify potential ESG risks relevant to our Company. The Council monitors these risks on a quarterly basis to ensure a clear and comprehensive view of existing and emerging ESG risks, identify controls, and help establish mitigation plans to address those risks. The Council reviews the outcomes of these assessments in its ESG priority topics scorecard review. For more information, please see our Health for Humanity Report at healthforhumanityreport.jnj.com. The Science, Technology & Sustainability (STS) Committee is primarily responsible for overseeing ESG risk. However, because ESG risk assessment is an integral part of our overall approach to risk management, ESG risks are reviewed and evaluated by the Board and its Committees as part of their ongoing risk oversight of our Company. For example, the Regulatory Compliance Committee meets with the Chief Quality Officer to review our product quality program and key metrics on a quarterly basis. Extensive disclosure on our product quality programs is also provided in our annual Health for Humanity Report. Please see “Board Oversight of Risk Management” on page 26. The STS Committee oversees our ESG priorities and disclosures on an annual basis. The STS Committee reviews the ESG disclosures in our annual Health for Humanity Report and evaluates our progress against our Health for Humanity 2020 Goals. The STS Committee oversees certain Council initiatives on an annual basis and our overall citizenship and sustainability efforts, including our results as measured by the Access to Medicines Index. The STS Committee updates the full Board on these matters, including our Access to Medicines and Global Public Health strategy. By integrating ESG risk into the responsibilities of the STS Committee, which also oversees research and development, we ensure that ESG considerations are integrated in our product development process from its earliest stages.	Significant Recognitions:

Oversight of Risks Related to Executive Compensation

The Board believes that a key element of its risk oversight responsibilities is considering whether our executive compensation programs incentivize our leaders to take excessive risks. The Board reviews our Company's financial performance, as well as other strategic factors including product quality metrics and talent development and diversity metrics to ensure our leaders are driving long-term growth in a manner aligned with Our Credo values. Please see our Guiding Principles on page 62.

The Compensation & Benefits Committee reviews the performance of our CEO and Executive Committee using the above metrics. 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 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.

We have highlighted several key elements of our executive compensation programs designed to mitigate risk in the following table. Please see the Compensation Discussion and Analysis beginning on page 45 for a complete discussion of our compensation programs.

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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
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. Performance share units, restricted share units, and options vest three years from the grant date
Balanced Mix of Pay Components	The target compensation mix is not overly weighted toward annual incentive awards and represents a balance of cash and long-term equity compensation vesting 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 six times base salary, and the other members of our Executive Committee must own equity equal to three 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 of Company policy or laws relating to the manufacturing, sales or marketing of our products

Oversight of Human Capital Management

Johnson & Johnson’s employees are at the heart of Our Credo and an essential element of our long-term strategy. The Board and its Committees are actively engaged in overseeing our talent development, human capital management strategies and corporate culture to ensure that they are designed to attract, develop and retain global business leaders who can drive financial and strategic growth objectives and build long-term shareholder value.

On a biennial basis, we conduct the Our Credo Survey, which assesses the degree to which senior leadership demonstrates Our Credo values. In the interim years, we conduct the Our Voice Employee Survey, which measures important aspects of our culture such as employee engagement, inclusion, development, health and wellness, collaboration, execution, innovation, and compliance and risk. The results of both surveys are closely reviewed by senior leadership and Human Resources, and managers are provided with detailed anonymized reports highlighting their team results, strengths and areas where an improvement plan is recommended. In 2019, the Company conducted the Our Voice Employee Survey. Our overall participation rate was 87%, 3% higher than in 2017. Our overall results have increased to 81% favorable. We benchmark our performance on the Our Voice Employee Survey with the Mayflower group, which is a consortium of top tier, global companies dedicated to employee surveys. We are in the top quartile of Mayflower companies on recommending the company as a great place to work and wanting to stay with the company, which are critical components of employee engagement. The results of each survey are reviewed with the Board.	A few highlights from the 2019 Our Voice Survey:
	95%	I am willing to give extra effort to help J&J meet its goals.
	87%	I would recommend J&J as a great place to work.
	91%	I would like to be working at J&J one year from now.

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The Board is also regularly updated on key talent metrics for the overall workforce, including metrics related to diversity and inclusion, recruiting and talent development programs. The Board is updated on our human capital development strategy on an annual basis. To further develop understanding of our culture and talent pipeline, the Board conducts meetings and schedules site visits at our business locations and meets regularly with high-potential executives in formal and informal settings.

For more information on the Company's approach to talent development and engagement, please see healthforhumanityreport.jnj.com/our-people.

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 succession planning protocols for the CEO and other executive officers. The Nominating & Corporate Governance Committee and the Board review succession plans for the members of Executive Committee on an annual basis with the CEO and Chief Human Resources Officer.

The Compensation & Benefits Committee oversees the design and management of corporate compensation programs, including long-term incentive compensation programs, as well as the design of the pension, savings, and health and benefit plans covering our employees, to ensure that our Company’s programs are aligned to both attract global business leaders and to ensure that incentives are aligned with our Company’s long-term strategy and the interests of shareholders.

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 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-reliability.

In addition, our Medical Safety organization, which is led by our Chief Medical Safety 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 the quality or safety of 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.

Regarding the ongoing talc and opioids litigation:

•

We are committed to defending the safety of JOHNSON'S^® Baby Powder. Please see factsabouttalc.com for information on the safety of talc.

•

We acted responsibly in selling approved opioid-based pain medicines that met real patient needs and were designed and labeled to reduce abuse and misuse. As previously announced, the Company and its U.S.-based Janssen Pharmaceutical Companies have entered into an agreement in principle to settle opioid litigation. Please see factsaboutourprescriptionopioids.com for information on our position regarding ongoing litigation.

We deeply sympathize with those suffering from any medical condition. Our focus remains on delivering life-saving and life-changing treatments and solutions to our patients and customers around the world.

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SHAREHOLDER ENGAGEMENT

Johnson & Johnson celebrated our 75^th anniversary as a publicly traded company in September of 2019, and our responsibility to our shareholders is one of our core Credo values. We prioritize meaningful engagement with our shareholders and significantly expanded our shareholder engagement program in 2019. In addition to the highlights below, please see pages 48 and 49 for more information about the changes made to our executive compensation program in response to shareholder feedback.

Our Approach to Shareholder Engagement
	l	Our shareholder engagement program occurs primarily in the fall of each calendar year. In early summer, the governance team reviews the voting results from the prior Annual Shareholders’ Meeting, our current performance and the external environment, as well as trends in corporate governance and executive compensation, to develop a plan for shareholder engagement during the fall. We review the plan with our outside advisors to ensure that our program is appropriately inclusive and focused on topics of greatest interest to our shareholders. During the fall engagement season:
		l l	We reached out to shareholders representing approximately 45% of our shares outstanding and approximately 64% of our institutional ownership. We met with approximately 115 U.S. and international institutional shareholders representing approximately 35% of our shares outstanding and approximately 50% of our institutional ownership.
	l	Prior to the 2019 Annual Meeting, we reached out to our top 100 shareholders, who represent approximately 47% of our outstanding shares, and sought a dialogue and feedback on the items of business and disclosure in our 2019 Proxy Statement.
	l	We include a section on our voting card inviting all shareholders to share comments with the Board. Prior to the 2019 Annual Meeting,151 shareholders provided comments. Shareholders may contact any of our Directors, including the Lead Director, using any of the options described on page 111.
	l	We hosted our second annual Health for Humanity Report webinar coinciding with the release of our annual Health for Humanity Report in June 2019, which documents our progress in citizenship and sustainability. The webinar provided shareholders with the opportunity to engage and ask questions of our leaders in areas of Investor Relations, Product Quality, Medical Safety, Legal, Global Public Health and Environmental Health, Safety and Sustainability.
	l	We continually share feedback from our shareholders with the Board for their consideration.
OUR ANNUAL SHAREHOLDER ENGAGEMENT CYCLE

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Shareholder Engagement Topics

We recognize that our shareholders have many different areas of interest, and for each engagement meeting we work to ensure that we have the right personnel available to have an informed, meaningful discussion on the topics that are most important to the participants. Our 2019 engagement meetings and other governance exchanges covered a wide range of important corporate governance, environmental and social stewardship, compensation and public policy issues, including:

l	Board Composition and Diversity	l	Executive Compensation and Compensation Metrics
l	Board Evaluation Process	l	Lead Director Responsibilities
l	Board Oversight of Risk	l	Litigation
l	Shareholder Engagement and Communication	l	Product Quality and Safety
l	Board Tenure and Refreshment	l	Pharmaceutical Pricing Transparency and Access
l	Succession Planning and Talent Development	l	Separation of the Chairman and CEO Roles
l	Culture and Human Capital Management	l	Shareholder Proposals
l	Environment, Social and Governance Reporting	l	Tax Policy

Shareholder Feedback

The table below highlights several areas where our shareholders have provided feedback and how we have responded. Feedback from our shareholders is shared with the Board. We discussed our executive compensation program in detail with many shareholders and several proxy advisory firms, and we appreciate their perspectives. Please see pages 48 and 49 for more information about the changes made to our executive compensation program in response to shareholder feedback.

What We Heard	What We Did
Provide more disclosure on your approach to risk oversight and include information on ESG risk.	We have expanded disclosure on Oversight of Strategy, Risk and Human Capital Management to more clearly describe our approach to risk oversight, including oversight of ESG matters (pages 25 to 29).
Commit to disclose if the Board determines that it is appropriate to recoup executive compensation.	We committed to provide disclosure in the subsequent proxy statement if the Board determines to recoup executive compensation in accordance with our recoupment policy (page 73).
Disclosure on talc litigation in your 2019 Proxy Statement was helpful. Please expand it to include opioids.	We have expanded this disclosure to also include the opioid litigation (page 29).
Clearly identify skills in Director biographies that are relevant to your Company.	We have revised the Director biographies to simplify presentation and better emphasize the relevant skills that each Director brings to the Board (pages 10 to 16).
Disclose how risks related to public concern over drug pricing strategies are integrated into your executive compensation programs.	We expanded our disclosure on how the Board oversees risks related to executive compensation, including risks related to drug pricing (pages 27 and 28).
Avoid paying supplemental severance, but do not make a commitment to never do so in the future.	We will provide severance benefits within the parameters of our existing plans, and, based on shareholder feedback, we will retain flexibility if additional actions are required by the circumstances (pages 48 and 49).
Add more structure to your annual incentives.	We redesigned our executives' 2020 annual incentives with clear weightings on financial and strategic goals and identified threshold, target and maximum levels of financial performance and payout (pages 48 and 49).
Use only three-year measures in three-year Performance Share Units (PSUs). Discontinue using three one-year sales measures.	We redesigned our PSUs to be based on three-year adjusted operational EPS and three-year relative TSR (each weighted 50%) beginning with our 2020 awards (pages 48 and 49).

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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 & 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 www.investor.jnj.com/gov.cfm.

Effective Board Structure and Composition
Strong Independent Board Leadership	All Directors other than our Chairman/CEO are independent. All Committees other than the Finance Committee are comprised solely 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/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.

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 and By-Laws contain majority standards for all actions requiring shareholder approval.
Shareholder Right to Call 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.
Active Shareholder Engagement	See page 30 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.
Policy Against Pledging, Hedging and Short Selling of Company Stock	We have a meaningful policy prohibiting Directors and executive officers from pledging, hedging or short selling Company stock (see www.investor.jnj.com/gov.cfm).

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Additional Governance Features
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. Independent Directors, members of the Executive Committee and all employees receive biennial training on the Code of Business Conduct.
Cybersecurity Oversight	The Regulatory Compliance Committee reviews and receives periodic briefings concerning global cybersecurity, information security, and technology risks, including discussions of any significant cyber incidents, our risk mitigation program and our Company’s internal escalation process. The Chief Information Security Officer leads our cybersecurity risk mitigation program, which is fully integrated into the overall enterprise risk management framework and overseen by the Regulatory Compliance Committee.
Robust Compensation Recoupment Policy Framework	Our Company has 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).

Political Spending Oversight and Disclosure

As a leader in the healthcare industry, we are committed to supporting the development of sound public policy in healthcare. 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 Committee reviews 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 www.investor.jnj.com/gov/contributions.cfm.

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 attransparencyreport.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.

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DIRECTOR INDEPENDENCE

All Directors are independent except for our 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 2019 are “independent” under the listing standards of the NYSE and our Standards of Independence, including: Dr. Beckerle, Mr. I. E. L. Davis, Mr. D. S. Davis, Dr. Doudna, Ms. Hewson, Mr. Joly, Dr. McClellan, Ms. Mulcahy, Mr. Perez, Mr. Prince, Dr. Washington, Mr. Weinberger and Mr. Williams.

In order 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 www.investor.jnj.com/gov.cfm. 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 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 2019 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 2017, 2018 and 2019, 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.

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Director Independence - Transactions and Relationships

Director	Organization	Type of Organization	Relationship to Organization	Type of Transaction or Relationship	2019 Aggregate Magnitude
Beckerle	Huntsman Cancer Institute	Healthcare Institution	Executive Officer	Sales	<1%; <$1 million
Beckerle	University of Utah	Educational Institution	Employee	Sales; investigator payments; grants	<1%
Doudna	University of California - Berkeley	Educational Institution	Employee	Sales; research-related payments; sponsorships; grants	<1%
Hewson	United Service Organizations	Non-profit Organization	Director	Grants; sponsorships; contributions	<1%; <$1 million
McClellan	Duke University	Educational Institution	Employee	Sales; research-related payments; grants; tuition reimbursements	<1%
McClellan	Research!America	Non-profit Organization	Director	Annual dues; sponsorships; contributions	<$1 million
Mulcahy	Save the Children	Non-profit Organization	Trustee	Contributions	<1%
Washington	Duke University	Educational Institution	Employee	Sales; research-related payments; grants; tuition reimbursements	<1%
Washington	Duke University Health System	Healthcare Institution	Executive Officer	Sales; rebates	<1%
Weinberger	Case Western Reserve University	Educational Institution	Trustee	Investigator payments; rebates; grants; sponsorships	<1%; <$1 million
Weinberger	The Concord Coalition	Non-profit Organization	Trustee	Contributions	<1%; <$1 million
Weinberger	Emory University	Educational institution	Trustee	Sales; investigator payments; rebates; grants; sponsorships	<1%; <$1 million
Weinberger	EY (Ernst & Young)	Profit Organization	Employee*	Professional services; consulting	<1%
Williams	The Cleveland Clinic Foundation	Non-profit Organization	Trustee	Grants; research-related payments; rebates	<1%; <$1 million
Williams	The MIT Corporation/Massachusetts Institute of Technology	Educational Institution	Trustee	Research-related payments; licensing payments; grants	<1%; <$1 million
Williams	National Academy Foundation	Non-profit Organization	Director	Contributions	<$1 million
Note: Any transaction or relationship under $25,000 is not listed above.
* Mr. Weinberger was a Global Chairman and CEO through July 1, 2019, and an active partner through December 31, 2019.
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 him 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 page 36 of this Proxy Statement, none of the non-employee Directors has the authority to review, approve or deny any grant to or research contract with an organization.

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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 of our Directors and executive officers have a duty to report to the Chairman 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 www.investor.jnj.com/gov.cfm.

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 Chairman (or, if the transaction relates to the Committee Chairman, 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

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Transactions with Related Persons for 2019

A sister-in-law of Paulus Stoffels, Vice Chairman of the Executive Committee and Chief Scientific Officer, is a Senior Manager at Janssen Pharmaceutica NV, a wholly owned subsidiary of the Company, and earned $166,309 in total compensation in 2019 (using an exchange rate of 1.1144USD/1 EUR), including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2019, and any other compensation. She also participates in the general welfare and benefit plans of Janssen Pharmaceutica NV. Her compensation was established in accordance with Janssen Pharmaceutica NV’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Dr. Stoffels does not have a material interest in his sister-in-law’s employment, nor does he share a household with her.

A sister of Joseph J. Wolk, Executive Vice President, Chief Financial Officer, is a Talent Mobility Advisory Services Leader at Johnson & Johnson Services, Inc., a wholly owned subsidiary of the Company, and earned $200,723 in total compensation in 2019, including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2019, 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.

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

2020 Proxy Statement - 37

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 Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers named in the tables in the section “Executive Compensation Tables” on pages 74 through 96 (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 co-trustees of Johnson family trusts, which hold stock for the benefit of others, Mr. Gorsky and Mr. Michael Ullmann, an executive officer, are deemed to “control” an additional 5,485,858 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 1,534,101 shares. In the aggregate, these 7,019,959 shares represent less than 1% of the shares outstanding. All stock ownership is as of February 25, 2020.

Name	Number of Common Shares(1) (#)	Deferred Share Units(2) (#)	Common Shares Underlying Options or Stock Units(3) (#)	Total Number of Shares Beneficially Owned (#)
Mary C. Beckerle	0	7,617	0	7,617
D. Scott Davis	0	9,364	0	9,364
Ian E. L. Davis	4,193	14,591	0	18,784
Jennifer A. Doudna	0	2,662	0	2,662
Joaquin Duato	177,162	0	739,414	916,576
Alex Gorsky	452,623	0	2,490,853	2,943,476
Marillyn A. Hewson	3,000	1,221	0	4,221
Hubert Joly(4)	5,000	1,221	0	6,221
Mark B. McClellan	0	11,381	0	11,381
Anne M. Mulcahy	7,316	14,591	0	21,907
William D. Perez(5)	15,530	26,152	0	41,682
Charles Prince	29,320	21,344	0	50,664
Paulus Stoffels(6)	254,799	0	484,437	739,236
Jennifer A. Taubert	107,585	0	295,007	402,592
A. Eugene Washington	0	21,646	0	21,646
Mark A. Weinberger(4)	0	1,221	0	1,221
Ronald A. Williams	3,650	22,149	0	25,799
Joseph J. Wolk	21,140	0	63,857	84,997
All Directors and executive officers as a group (24)	1,534,101	155,160	5,544,717	7,233,978

⁽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. Mr. Prince disclaims beneficial ownership of 800 shares listed as owned by him.

⁽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 25, 2020, options that become exercisable within 60 days thereafter and Restricted Share Units that vest within 60 days thereafter.

⁽⁴⁾  Became a member of the Board in December 2019.

⁽⁵⁾  Not standing for re-election.

⁽⁶⁾  Prior to adopting the Policy Against Pledging, Hedging and Short Selling of Company Stock, Dr. Stoffels had pledged 30,000 shares as security. The Compensation & Benefits Committee grandfathered this pledge. See the Policy at www.investor.jnj.com/gov.cfm.

2020 Proxy Statement - 38

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	228,297,775 shares(1)	8.67%(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Common Stock	193,071,388 shares(2)	7.30%(2)
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111	Common Stock	151,867,233 shares(3)	5.77%(3)
(1)    Based solely on an Amendment to Schedule 13G filed with the SEC on February 12, 2020, The Vanguard Group reported aggregate beneficial ownership of approximately 8.67%, or 228,297,775 shares, of our common stock as of December 31, 2019. Vanguard reported that it possessed sole dispositive power of 223,842,779 shares, sole voting power of 3,942,429 shares, shared dispositive power of 4,454,996 shares, and shared voting power of 752,516 shares.
(2)    Based solely on an Amendment to Schedule 13G filed with the SEC on February 10, 2020, BlackRock, Inc. reported aggregate beneficial ownership of approximately 7.30%, or 193,071,388 shares, of our common stock as of December 31, 2019. BlackRock reported that it possessed sole voting power of 166,278,622 shares and sole dispositive power of 193,071,388 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 13, 2020, State Street Corporation reported aggregate beneficial ownership of approximately 5.77%, or 151,867,233 shares, of our common stock as of December 31, 2019. State Street reported that it possessed shared voting power of 134,071,994 shares and shared dispositive power of 151,679,105 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 36.

• 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 $2.6 million in fees during fiscal year 2019.

• 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 $9.9 million in fees during fiscal year 2019.

Delinquent Section 16(a) Reports

Based on our review of Forms 3, 4 and 5 and amendments thereto in our possession and written representations furnished to us, we believe that during 2019 all reports for the Directors and executive officers required to be filed under Section 16 of the Securities Exchange Act of 1934 were filed on a timely basis, except that (i) a Form 3 that was timely filed for Ms. Wengel in 2018 was amended in 2019 to correct the number of shares of Johnson & Johnson common stock disclosed therein; and (ii) a Form 5 filed for Ms. Mulcahy for 2019 reported two acquisitions of shares of Johnson & Johnson common stock pursuant to inheritances that occurred in prior years.