UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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March 10, 2021
Notice of Annual Meeting and Proxy Statement
You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson (the Company). Due to ongoing public health concerns regarding the COVID-19 pandemic and for the health and well-being of our shareholders, directors, management and associates, the 2021 Annual Meeting will be held online in a virtual format. You or your proxyholder will be able to attend the 2021 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/JNJ2021 and using the 16-digit control number included on your notice, on your Proxy card or in the voting instructions that accompanied your Proxy materials. As of this date, a state of emergency is in effect in the State of New Jersey relating to the COVID-19 pandemic. Johnson & Johnson is permitted to hold a virtual meeting of shareholders under New Jersey law so long as a state of emergency remains in effect. In the event that the state of emergency is lifted prior to the date fixed for the 2021 Annual Meeting, and it is not, therefore, then legally permissible to hold a completely virtual annual meeting under New Jersey law, we will announce alternative arrangements for the 2021 Annual Meeting as promptly as practicable. Any such change will be announced via press release and website posting, as well as the filing of additional Proxy materials with the Securities and Exchange Commission.
Items of Business:
1. Elect the 14 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 2021;
4. Vote on the four shareholder proposals contained in this Proxy Statement, if properly presented at the Annual Meeting; and
5. 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 23, 2021.
Ensure that your shares are represented at the meeting by voting in one of several  ways:
	To vote VIA THE INTERNET prior to the meeting, 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.
	To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/JNJ2021 and use your 16-digit control number. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by using one of the methods described above.
By order of the Board of Directors,
MATTHEW ORLANDO Worldwide Vice President, Corporate Governance Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 22, 2021: The Proxy Statement and Annual Report to Shareholders are available at www.investor.jnj.com/gov/annualmeetingmaterials.cfm.

A Message from Our Lead Director

Dear Fellow Shareholders,

The COVID-19 pandemic has presented unprecedented challenges, and our deepest sympathy is with everyone affected. We also wish to express our tremendous gratitude to the nurses, doctors, scientists and all other frontline workers - including those at Johnson & Johnson - who steadfastly ensured others' needs were met. While these extremely challenging circumstances have tested our collective ability to rapidly adapt and respond to them and the uncertainty ahead, the role of Johnson & Johnson is crystal clear. During Johnson & Johnson’s century-plus history, the Company has faced many significant health crises, and its responses have helped shape the Company’s culture, capabilities and strategic focus, further enabling it to lead with resilience during these turbulent times. Consistent with the values of Our Credo, the Company maintained its unwavering commitment to the health, safety and well-being of its employees, patients and consumers as further described on page 32 of this Proxy Statement. The Company also shared positive top-line results from its Phase 3 ENSEMBLE clinical trial for the Company's single-dose COVID-19 vaccine. Shortly after, based on the totality of scientific evidence, the Company received Emergency Use Authorization from the U.S. Food and Drug Administration for its single-dose COVID-19 vaccine and immediately began shipping doses in the U.S.

This year, we were all also confronted with the undeniable reality of systemic racism. The social justice movements across the United States spotlighted the racial and social injustices and inequities that have plagued society and communities of color. These movements reaffirmed the Company’s commitment to justice and equality, leading the Board to further engage with senior management to identify the means by which Johnson & Johnson can drive meaningful change. The Company launched its Race to Health Equity platform that aims to help eliminate health inequities for people of color and committed $100 million to support programs that address racial and social injustice. The Company recognizes that the events of the past year afford us this critical opportunity to expand and accelerate its longstanding commitment to diversity, equity and inclusion. More broadly, the Company, with Board oversight, continues to be committed to its Environmental, Social and Governance (ESG) efforts, including continued transparent disclosure of our ESG priorities and practices as further described beginning on page 28 of this Proxy Statement.

As your Lead Director, I greatly value this opportunity to share with you some of the ways that the Board is working together to provide strong and independent oversight to represent your interests. Over the past year, I have had the continued pleasure of speaking with a number of the Company’s shareholders and have benefited from your perspectives and insights on topics that are important to you and our Company. I discussed your feedback with the full Board, and as a result, the Company has updated and expanded its disclosures as further described on page 34 of this Proxy Statement. We hope you find these disclosures informative and helpful and we welcome your continued engagement and feedback.

We strongly believe that the Board’s oversight role is best served by Directors with diverse perspectives and experiences, and the Board is committed to seeking new Directors whose skills and backgrounds align with both the current and future needs of the Company to ensure its sustained growth over the long term. The Board is composed of global leaders in business and healthcare, leading scientists and policy experts who provide the varied skills and expertise necessary to oversee the world’s largest healthcare company. This year, the Board is pleased to introduce Dr. Nadja West, retired United States Army lieutenant general and former United States Army Surgeon General. Dr. West is an accomplished healthcare leader and we are confident that Johnson & Johnson’s shareholders will benefit from her incredible leadership and experience.

One of the Board’s most important responsibilities is risk oversight and we recognize that Johnson & Johnson operates in a very challenging industry and environment. Since the beginning of the COVID-19 pandemic, the Board has regularly reviewed both the risks posed by the pandemic as well as the Company’s response and efforts. In fact, the Board and its Committees held a significant number of special meetings to discuss these and other topics to ensure that the Board was able to effectively oversee the Company’s pandemic response in addition to its regular operations. The Board continues to work closely with management, and when appropriate, third-party experts to understand risks to the Company and its reputation and to ensure that Johnson & Johnson continues its steadfast commitment to patient safety and responsible business practices. I also regularly led Executive Sessions so the independent Directors had both the time and opportunity to discuss the issues facing the Company without management present.

At the same time, the Board sees an incredible opportunity for Johnson & Johnson in the evolving global healthcare landscape, and, in 2020, we worked closely with senior leadership to ensure that the Company’s strategy will position it to continue to be a global healthcare leader in the future. As the Board fully appreciates that Johnson & Johnson’s employees are an essential element of the Company’s long-term strategy and success, as it does each year, the Board spent significant time reviewing the Company’s approach to talent development, human capital management strategies and key talent programs and metrics, including those related to diversity, equity and inclusion. We also spent significant time reviewing the Company’s executive compensation program to ensure that Johnson & Johnson is incentivizing strong, Credo-based leadership and accountability while balancing short-term results and long-term growth.

Johnson & Johnson stays true to Our Credo by always remaining focused on the Company’s first priority – the patients, healthcare providers and customers who use its products. On behalf of the full Board, I would like to thank you for your continued support and investment in Johnson & Johnson. 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

2021 Proxy Statement 3

Our COVID-19 Response Efforts

Throughout our more than 130-year history, Johnson & Johnson has come to the aid of local and global communities during times of crisis, from natural disasters to disease outbreaks. We believe we have a responsibility to lead and invest in solutions for global public health crises and are proud to be contributing to the global response to the COVID-19 pandemic.

Our knowledge and experience inform everything we're doing to help combat the COVID-19 pandemic. We are proud to have leveraged our scientific expertise, operational scale and financial strength to advance the work on our single-dose COVID-19 vaccine, which received Emergency Use Authorization from the U.S. Food and Drug Administration in February 2021. This milestone achievement follows a year of incredible work by our dedicated teams and unprecedented collaboration with health leaders around the globe. In addition, we are seeking regulatory authorization in additional countries around the world. Johnson & Johnson is committed to making our COVID-19 vaccine available on a not for-profit basis for emergency pandemic use, and we look forward to our continued efforts around the world as we collectively aim to change the trajectory of this global pandemic.

Our Patients and Customers

As a leader in global health, our top priority is our patients and customers. We are taking measures to ensure that we continue to provide access to the medicines, products and solutions they depend on. The Company has robust business continuity plans in place across its global supply chain network to prepare for unforeseen events like the coronavirus pandemic. These steps include maintaining critical inventory at major distribution centers away from high-risk areas and working with external suppliers to support our preparedness plans. We are closely monitoring product demand and supply levels across our global network to ensure adequate and effective distribution and are working diligently to meet patient and customer needs.

Our Employees

Johnson & Johnson has committed to remain on the frontlines of this global public health crisis, bringing our full resources and capabilities to combat it. Through our shared mission and purpose, our employees around the world are propelling us forward on behalf of the patients and customers who depend on us.

Rooted in Our Credo, our response to this evolving pandemic continues to focus on adapting our work environment, policies and benefits to support our employees in balancing their personal and professional responsibilities and prioritizing emotional, mental and physical health and well-being:

•For many of our employees who are able to work from home, we asked them to do so and expanded our resources to support them.

•For employees who work in research and development, manufacturing, distribution centers, and other important areas that require on-site presence, we implemented procedures to reduce the risk of transmission including enhanced cleaning and disinfecting procedures, social distancing protocols, the use of personal protective equipment and the addition of physical barriers.

•We offered additional resources to those unable to work due to the pandemic and expanded our support of flexible work arrangements globally.

•We expanded our telemedicine resources, mental health counseling services, and exercise reimbursement programs to support our employees’ physical and mental health during the pandemic.

•We introduced a paid leave program for our medical staff who want to volunteer on the frontlines against COVID-19.

Our Communities

We are delivering critical support for communities and health workers on the frontlines. In March 2020, the Johnson & Johnson Family of Companies and the Johnson & Johnson Foundation committed $50 million dollars to support frontline health workers—from meals to protective equipment, extra training to mental health. This commitment expands upon a $250 million multi-year commitment to support those at the frontlines guided by the Johnson & Johnson Center for Health Worker Innovation.

In addition, we recognize the urgent need to eliminate the inequities rooted in systemic racism that threaten the health of communities of color. In November 2020, the Company also announced $100 million in commitments and collaborations over the next five years to invest in and promote health equity solutions for Black people and other communities of color in the United States.

Our Shareholders

As the world's largest healthcare company, we have established a sustainable and resilient business model that has enabled us to continue to meet the needs of our stakeholders and deliver value to our shareholders during these turbulent times. While COVID-19 had a significant impact on our 2020 full-year financial performance, the fundamentals of our business across the enterprise remain strong and our long-term expectations for the business have not changed. This resilient mindset, combined with our strategic capabilities and excellence in execution, drive our optimism in our ability to deliver lasting value and continued innovation in 2021 and for years to come.

For more information about the Company's response to the COVID-19 pandemic, please see www.jnj.com/coronavirus.

4 2021 Proxy Statement

Table of Contents

3	A Message from Our Lead Director		Index of Frequently Requested Information
4	Our COVID-19 Response Efforts
6	2021 Proxy Statement — Summary
	6	Voting Overview and Vote Recommendations of Board — Items of Business
Board of Directors			119	Annual Meeting Attendance
	10	ITEM 1: Election of Directors	78	Anti-Pledging, Hedging Policy
	10	Director Nomination Process, Board Refreshment and Board Composition	103	Auditor Fees
	12	Nominees	103	Auditor Tenure
	19	Board Leadership Structure	11	Board Evaluation
	21	Board Committees	19	Board Leadership Structure
	24	Board Meetings and Processes	24	Board Meeting Attendance
	24	Oversight of Strategy	101	CEO Pay Ratio
	25	Oversight of Risk	60	CEO Performance Evaluation
	30	Oversight of Human Capital Management	75	Compensation Consultant
	33	Shareholder Engagement	9	Compensation Summary
	35	Corporate Governance Highlights	120	Contacting the Board
	37	Director Independence	4	COVID-19 Response
	39	Related Person Transactions	35	Corporate Governance Highlights
	41	Stock Ownership and Section 16 Compliance	12	Director Biographies
	43	Director Compensation	37	Director Independence
Compensation of Executives			35	Director Overboarding Policy
	46	ITEM 2: Advisory Vote to Approve Named Executive Officer Compensation	10	Director Qualifications
	47	Compensation Committee Report	30	Diversity, Equity and Inclusion
	48	Compensation Discussion and Analysis	28	ESG Oversight
	49	2020 Performance and Compensation	78	Exec. Comp. Recoupment Policy
	66	Executive Compensation Philosophy	30	Human Capital Management
	67	Components of Executive Compensation	20	Lead Director Duties
	72	Peer Groups for Pay and Performance	67	Long-Term Incentives
	74	Compensation Decision Process	118	Notice and Access
	75	Governance of Executive Compensation	66	Pay For Performance
	77	Additional Information Concerning Executive Compensation	72	Peer Group Comparisons
	79	Executive Compensation Tables	70	Perquisites
	82	2020 Summary Compensation Table	36	Political Spending Oversight
	88	2020 Grants of Plan-Based Awards	35	Proxy Access
	91	2020 Outstanding Equity Awards at Fiscal Year-End	39	Related Person Transactions
	94	2020 Option Exercises and Stock Vested	25	Risk Oversight
	95	2020 Pension Benefits	77	Severance Benefits
	96	2020 Non-Qualified Deferred Compensation	33	Shareholder Engagement
	98	2020 Potential Payments Upon Termination	105	Shareholder Proposals
	101	Ratio of the Annual Total Compensation of the Median-Paid Employee to CEO		Stock Ownership Requirements:
Audit Matters			45	for Directors
	102	Audit Committee Report	77	for Executive Officers
	103	ITEM 3: Ratification of Appt. of Independent Registered Public Accounting Firm	41	Stock Ownership
Shareholder Proposals			121	Websites and Resources
	105	ITEM 4: Report on Government Financial Support and Access to COVID-19	117	Voting
		Vaccines and Therapeutics
	107	ITEM 5: Independent Board Chair
	110	ITEM 6: Civil Rights Audit
	113	ITEM 7: Executive Compensation Bonus Deferral
General Information
	117	General Information

2021 Proxy Statement 5

2021 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 14 Director Nominees (page 12)
	•	Diverse slate of Director nominees with broad and relevant leadership and experience.	☑
	•	All nominees are independent, except the Chairman.
	•	Average Director tenure is 6 years, with frequent refreshment.

Management Proposals: Please Vote FOR all Management Proposals

2	Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) (page 46)
	•	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 72).

3	Ratification of Appointment of Independent Registered Public Accounting Firm (page 103)
	•	PricewaterhouseCoopers LLP is an independent accounting firm with the breadth of expertise and knowledge necessary to effectively audit our business.	☑
	•	Independence supported by periodic mandated rotation of the audit firm's lead engagement partner.

Shareholder Proposals: Please Vote AGAINST the following Shareholder Proposals

		☒
4	Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics (page 105)

		☒
5	Independent Board Chair (page 107)

		☒
6	Civil Rights Audit (page 110)

		☒
7	Executive Compensation Bonus Deferral (page 114)

6 2021 Proxy Statement

DIRECTOR NOMINEES (pages 12 to 18)
Name		Age	Director Since	Primary Occupation	Board Committees
					AUD	CB	NCG	RC	STS	FIN
M. C. Beckerle	I	66	2015	Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah				ü	C
D. S. Davis	I	69	2014	Former Chairman and Chief Executive Officer, United Parcel Service, Inc.	C	ü
I. E. L. Davis	I	70	2010	Non-Executive Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company	ü			ü
J. A. Doudna	I	57	2018	Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley			ü*		ü
A. Gorsky	CH	60	2012	Chairman and Chief Executive Officer, Johnson & Johnson						C
M. A. Hewson	I	67	2019	Executive Chairman, Former Chairman and Chief Executive Officer, Lockheed Martin Corporation		ü		ü*
H. Joly	I	61	2019	Former Chairman and Chief Executive Officer, Best Buy Co., Inc.		ü*	ü
M. B. McClellan	I	57	2013	Director, Duke-Robert J. Margolis, MD, Center for Health Policy				ü	ü
A. M. Mulcahy	LD I	68	2009	Former Chairman and Chief Executive Officer, Xerox Corporation	ü		C			ü
C. Prince	I	71	2006	Former Chairman and Chief Executive Officer, Citigroup Inc.			ü	C*
A. E. Washington	I	70	2012	Duke University's Chancellor for Health Affairs; President and Chief Executive Officer, Duke University Health System		ü			ü
M. A. Weinberger	I	59	2019	Former Chairman and Chief Executive Officer, EY (Ernst & Young)	ü			C*
N. Y. West	I	59	2020	Former Lieutenant General, U.S. Army					ü
R. A. Williams	I	71	2011	Former Chairman and Chief Executive Officer, Aetna Inc.		C	ü
*At our April 2021 Board Meeting, the following appointments will be effective: Dr. Doudna, Member, NCG; Mr. Joly, Member, CB; Ms. Hewson, Member, RC; Mr. Weinberger, Chairman, RC; Mr. Prince, Member, RC

CH	Chairman of the Board	CB	Compensation & Benefits Committee
C	Committee Chair	NCG	Nominating & Corporate Governance Committee
LD	Lead Director	RC	Regulatory Compliance Committee
I	Independent Director	STS	Science, Technology & Sustainability Committee
AUD	Audit Committee	FIN	Finance Committee

2021 Proxy Statement 7

Board Refreshment and Board Nominee Composition (page 11)
Corporate Governance Highlights (page 35)
	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	Removal of Directors with or without cause
	Additional Governance Features		ü	Active shareholder engagement
	ü	Code of Business Conduct	ü	Annual Say on Pay advisory vote
	ü	Cybersecurity oversight	ü	Policy Against Pledging, Hedging and Short Selling of Company Stock
	ü	Enhanced litigation disclosure	ü	Disclosure on drug pricing in Janssen U.S. Transparency Report
	ü	Robust compensation recoupment policy framework	ü	ESG disclosure in annual Health for Humanity Report
	ü	Stock Ownership Guidelines
Our Annual Shareholder Engagement Cycle (page 33)

8 2021 Proxy Statement

2020 Executive Compensation Summary

Our Credo

Guided by Our Credo, our annual and long-term goals promote long-term, sustainable value creation. During 2020, we demonstrated that Johnson & Johnson is built for times like these. We fulfilled Our Credo responsibilities by:

•Ensuring an adequate supply of vital products for our patients, consumers, and healthcare professionals who use our products, and rapidly developing a COVID-19 vaccine to be distributed on a not-for-profit basis during the pandemic;

•Protecting the health and safety of our employees, their employment, and their compensation;

•Supporting the global communities in which we live and work by contributing money and personal protective equipment and offering our medical professional employees paid leave to serve in their communities; and

•Providing for our shareholders through continued R&D investment and increased dividends.

2020 Performance and Annual Incentives

We made no changes to our original financial targets due to COVID-19. COVID-19 severely impacted our financial results due to the effect of the decline in elective medical procedures on our Medical Devices business. As a result, our enterprise Operational Sales and Adjusted Operational EPS fell below target. Our adjusted enterprise Free Cash Flow exceeded target.

The Company performed strongly against its original 2020 strategic goals and against goals arising from the pandemic, including: creating a COVID-19 vaccine, protecting our employees, sustaining vital product supply despite significant obstacles in our supply chain, and saving costs.

On February 8, 2021, the Committee and the Board approved 2020 annual incentive payouts at 90.5% of target for the named executive officers based on the Company’s combined financial and strategic performance. We describe our 2020 annual incentive goals and performance under “2020 Annual Incentive Goals and Performance” on pages 51 to 56.

2018-2020 Performance Share Unit (PSU) Payout

We made no changes to our PSU goals and did not adjust our PSU payout due to COVID-19. Due largely to the impact of COVID-19, our 2020 operational sales and 2018-2020 adjusted operational EPS performance fell below target. Our 2018-2020 Total Shareholder Return (TSR) performance also fell below target. Based on this performance, our 2018-2020 PSUs paid out at 87.5% of target as described under “2018-2020 Performance Share Unit (PSU) Payout” on pages 57 to 59.

Compensation Decisions for 2020 Performance

The Board approved Mr. Gorsky’s 2020 annual incentive payout at 90.5% of target based on the weighted financial and strategic performance of the Company.

The Board approved Mr. Gorsky's long-term incentive award at 125% of target on February 8, 2021 to recognize his contributions during 2020 in executing our key strategic objectives, fulfilling our Credo responsibility to patients, doctors, nurses and employees throughout the pandemic, and leading the development and delivery of the COVID-19 vaccine. The Board believes this long-term incentive award will further align Mr. Gorsky’s and shareholder interests.

After reviewing market data and other factors, the Board kept Mr. Gorsky's salary rate unchanged at $1,650,000 per year.

We describe the performance and compensation of the CEO and our named executive officers on pages 60 to 64.

2020 Shareholder Engagement

Our Lead Director and Management discussed our executive compensation program with our shareholders during our annual engagement cycle as detailed on page 33. Our shareholders support our program and the changes detailed in our 2020 Proxy statement. They also supported our decisions to maintain our 2020 annual and long-term performance goals and make no changes to our program design for 2021. Our 2020 “Say on Pay” vote received approximately 93% support.

Compensation Program Changes in 2020

As detailed in our 2020 Proxy statement, we implemented changes to our annual and long-term incentives and capped the value of personal use of the company car and driver in 2020. We doubled our named executive officers' stock ownership requirements from 6 to 12 times salary for our CEO and from 3 to 6 times salary for our other named executive officers.

2021 Proxy Statement 9

Item 1: Election of Directors

Nominees

There are 14 Director nominees for election at our 2021 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 Dr. Nadja West, who was appointed to the Board on December 3, 2020. Dr. West was recommended for appointment by the Nominating & Corporate Governance Committee, in keeping with the Board’s commitment to refreshment and seeking out diverse Director candidates who have been leaders of large, complex organizations, as well as candidates with diverse backgrounds, skills and experiences. Dr. West was recommended for the Committee's consideration by an independent Director. The Nominating & Corporate Governance Committee conducted a thorough review of Dr. West before recommending her for appointment to the Board and for nomination at the 2021 Annual Meeting.

In the pages that follow are summaries of the skills and qualifications, and a brief biography, of each of the Director nominees.

Director Nomination Process

Board refreshment and composition is a critical area of focus for our Board. The Board endeavors to strike a balance between retaining directors who have deep institutional knowledge of Johnson & Johnson and the evolving healthcare environment, and electing new Directors with diverse backgrounds and skills. Our robust refreshment and composition strategy seeks to combine continuity of experience with the fresh perspectives provided by new Directors.

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 120. Potential candidates suggested by shareholders are evaluated by the Nominating & Corporate Governance Committee in the same manner as other potential candidates.

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.

General Criteria for Nomination to the Board

Candidates for the Board should meet the following criteria:
•	Possess the highest ethical character and share values with Our Credo
•	Strong personal and professional reputation consistent with our image and reputation
•	Proven record of accomplishment within candidate’s field, with superior credentials and recognition
•	Leadership of a major complex organization, including scientific, government, educational and other non-profit institutions

The Board also seeks Directors who:
•	Are widely recognized leaders in the fields of medicine or biological sciences, including those who have received the most prestigious awards and honors in their fields
•	Have expertise and experience relevant to our business, and the ability to offer advice and guidance to the CEO based on that expertise and experience
•	Are independent, without the appearance of any conflict in serving as a Director, and independent of any particular constituency, with the ability to represent all shareholders
•	Exercise sound business judgment
•	Are diverse, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics

10 2021 Proxy Statement

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 2020, 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 had the opportunity to provide anonymous written comments through secure technology to enable additional candid feedback, and a number of Directors chose to provide anonymous written comments. In all cases, input from the evaluations was summarized and discussed with the full Board. The results of the evaluations were positive and affirming, with only minor administrative action items 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.

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, perspectives, background, race, ethnicity, gender and other characteristics that are applicable to our Company's business strategy. The Board has established a proven record of strategic and consistent refreshment, seeking new Directors with appropriate skills, qualifications and backgrounds consistent with the criteria established in our Principles of Corporate Governance. The Board welcomed five new directors in the past five years. Dr. Nadja West was appointed to the Board on December 3, 2020 after being recommended for appointment by the Nominating & Corporate Governance Committee, in keeping with the Board’s commitment to refreshment and seeking out diverse Director candidates with deep healthcare backgrounds and strategic leadership experience with large, complex organizations. Dr. West was identified for consideration by an independent Director, and the Nominating & Corporate Governance Committee conducted a thorough review of Dr. West before recommending her for appointment to the Board and for nomination at the 2021 Annual Meeting.

Below are highlights of the composition of the Director nominees:

2021 Proxy Statement 11

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

		Mary C. Beckerle, Ph.D.
		Independent Director since 2015
Biography
Dr. Beckerle, age 66, 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.
Skills & Qualifications
•	Expertise in scientific research and organizational management in the healthcare arena
•	Active participant in national and international scientific affairs
•	Strong focus on patient experience
Current Committees:
•	Chair, Science, Technology & Sustainability
•	Member,Regulatory Compliance
Other Public Board Service:
•	Huntsman Corporation (since 2011)

		D. Scott Davis
		Independent Director since 2014
Biography
Mr. Davis, age 69, served as Chairman and Chief Executive Officer of United Parcel Service, Inc. (UPS) (shipment and logistics) from 2008 to 2014, and as Chairman from 2014 to 2016. Previously, Mr. Davis held various leadership positions with UPS, primarily in the finance and accounting area, including as Vice Chairman and Chief Financial Officer. Mr. Davis is a Certified Public Accountant. He previously served on the Board of the Federal Reserve Bank of Atlanta from 2003 to 2009, serving as Chairman in 2009.
Skills & Qualifications
•	Deep understanding of emerging markets and international operations, public policy and global economic indicators
•	Expertise in management, strategy, finance and operations
•	Expertise in supply chain logistics at a time of rapid global expansion
Current Committees:
•	Chair, Audit
•	Member, Compensation & Benefits
Other Public Board Service:
•	Honeywell International, Inc. (since 2005)
Recent Past Public Board Service:
•	United Parcel Service, Inc. (2008-2016)
•	EndoChoice, Inc. (2014-2016)

12 2021 Proxy Statement

		Ian E. L. Davis
		Independent Director since 2010
Biography
Mr. Davis, age 70, 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 he has expertise in the consumer products and retail industries. Mr. Davis is a Director at Majid Al Futtaim Holding LLC, and a Senior Advisor at Apax Partners, a private equity firm.
Skills & Qualifications
•	Expertise in leading a broad global business
•	Deep understanding of global business trends
•	Expertise in finance, strategy and business transformation
Current Committees:
•	Member, Audit
•	Member, Regulatory Compliance
Other Public Board Service:
•	Rolls-Royce Holdings, plc (since 2013)
Recent Past Public Board Service:
•	BP, plc (2010-2020)

		Jennifer A. Doudna, Ph.D.
		Independent Director since 2018
Biography
Dr. Doudna, age 57, joined the faculty at University of California, Berkeley, as a Professor of Biochemistry & Molecular Biology in 2002. She directs the Innovative Genomics Institute, a joint UC Berkeley-UC San Francisco center, holds the Li Ka Shing Chancellor's Professorship in Biomedical and Health, and is the Chair of the Chancellor's Advisory Committee on Biology at UC Berkeley. Dr. Doudna is Principal Investigator at the Doudna Lab at UC Berkeley and has founded and serves on the Scientific Advisory Boards of Caribou Biosciences, Inc. and Intellia Therapeutics, Inc., both leading CRISPR genome engineering companies. She has been an Investigator with the Howard Hughes Medical Institute since 1997. Dr. Doudna is the recipient of numerous scientific awards in biochemistry and genetics, including the Nobel Prize in Chemistry in 2020. Dr. Doudna is a Trustee for Pomona College.
Skills & Qualifications
•	Pioneer in the field of biochemistry, having co-discovered the simplified genome editing technique CRISPR-Cas9
•	Expertise in scientific research and innovation
•	Leader in integration of scientific research and ethics
Current Committees:
•	Member, Science, Technology & Sustainability
Other Public Board Service:
•	None

2021 Proxy Statement 13

		Alex Gorsky
		Management Director since 2012
Biography
Mr. Gorsky, age 60, 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 Advisors. He is a Member of the Board of the Business Roundtable and serves as the Chairman of its Corporate Governance Committee.
Skills & 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
Current Committees:
•	Chair,Finance
Other Public Board Service:
•	International Business Machines Corporation (since 2014)

		Marillyn A. Hewson
		Independent Director since 2019
Biography
Ms. Hewson, age 67, was named the Executive Chairman of Lockheed Martin Corporation (aerospace) in June 2020, having served as Chairman, President and Chief Executive Officer from 2014 to June 2020. 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 Board of Governors of the United Service Organizations (USO), the University of Alabama President’s Cabinet and the Culverhouse College of Business Board of Visitors, and chairs the Catalyst Board of Directors.
Skills & Qualifications
•	Expertise in executive and operational leadership in a global, regulated industry
•	Insight and experience in global business management, strategic planning, cybersecurity, finance, supply chain, leveraged services and manufacturing
•	Expertise in government relations and human capital management
Current Committees:
•	Member, Compensation & Benefits
Other Public Board Service:
•	Lockheed Martin Corporation (since 2012)
•	Chevron Corporation (since January 2021)
Recent Past Public Board Service:
•	DuPont; DowDuPont Inc. (2007-2019)

14 2021 Proxy Statement

		Hubert Joly
		Independent Director since 2019
Biography
Mr. Joly, age 61, served as the Executive Chairman of Best Buy Co., Inc. (consumer electronics) from June 2019 to June 2020, having joined the company in 2012 as President and Chief Executive Officer and becoming Chairman, President, and Chief Executive in 2015. From 2004 to 2008, he was Global President and Chief Executive Officer, Carlson Wagonlit Travel, and then served as President and Chief Executive Officer of Carlson Companies from 2008 to 2012. In 1999, he joined Vivendi as Global Chief Executive Officer, Vivendi Universal Games, and was later appointed Executive Vice President of U.S. Assets and Deputy Chief Financial Officer of Vivendi Universal. Prior roles included, from 1996 to 1999, Vice President, Europe and President of Electronic Data Systems France and, from 1983 to 1996, McKinsey & Company, eventually serving as Partner. Mr. Joly is a Senior Lecturer of Business Administration at Harvard Business School and serves on the Board of Directors of Sciences Po Foundation, the Board of Trustees of the Minneapolis Institute of Art and the International Advisory Board of his alma mater, HEC Paris.
Skills & Qualifications
•	Extensive strategic, operational and financial expertise relevant to international corporations
•	Successfully led the digital transformation of consumer businesses, with focus on customer experience
•	Experience in business transformation and human capital management
Current Committees:
•	Member, Nominating & Corporate Governance
Other Public Board Service:
•	Ralph Lauren Corporation (since 2009)
Recent Past Public Board Service:
•	Best Buy Co., Inc. (2012-2020)

		Mark B. McClellan, M.D., Ph.D.
		Independent Director since 2013
Biography
Dr. McClellan, age 57, became the inaugural Director of the Duke-Robert J. Margolis, MD, Center for Health Policy and the Margolis Professor of Business, Medicine and Policy at Duke University in January 2016. He is also a faculty member at Dell Medical School at The University of Texas in Austin. Previously, he served from 2007 to 2015 as a Senior Fellow in Economic Studies and as Director of the Initiatives on Value and Innovation in Health Care at the Brookings Institution. Dr. McClellan served as Administrator of the Centers for Medicare & Medicaid Services for the U.S. Department of Health and Human Services from 2004 to 2006 and as Commissioner of the U.S. Food and Drug Administration (FDA) from 2002 to 2004. He served as a Member of the President's Council of Economic Advisers and as Senior Director for Healthcare Policy at the White House from 2001 to 2002 and, during the Clinton administration, held the position of Deputy Assistant Secretary for Economic Policy for the Department of the Treasury. Dr. McClellan previously served as an Associate Professor of Economics and Medicine with tenure at Stanford University, where he also directed the Program on Health Outcomes Research. Dr. McClellan is the founding Chair and Senior Advisor to the Board of the Reagan-Udall Foundation, is a Member of the National Academy of Medicine and the Academy's Leadership Consortium for Value and Science-Driven Health Care, and Co-Chairs the Guiding Committee of the Health Care Payment Learning and Action Network. He sits on the Boards of Directors of ResearchAmerica!, Long Term Quality Alliance, Alignment Healthcare, National Alliance for Hispanic Health, PrognomIQ, Inc. and United States of Care.
Skills & Qualifications
•	Extensive experience in public health policy and regulation, including as Commissioner of the U.S. Food and Drug Administration and Administrator for the U.S. Centers for Medicare & Medicaid Services
•	Broad knowledge of, and unique insights into, the challenges facing the healthcare industry
Current Committees:
•	Member,Regulatory Compliance
•	Member, Science, Technology & Sustainability
Other Public Board Service:
•	Cigna Corporation (since 2018)

2021 Proxy Statement 15

		Anne M. Mulcahy
		Independent Director since 2009 Lead Director since 2012
Biography
Ms. Mulcahy, age 68, was Chairman and Chief Executive Officer of Xerox Corporation (business equipment and services) until July 2009, when she retired as CEO after eight years in the position. Prior to serving as CEO, Ms. Mulcahy was President and Chief Operating Officer of Xerox. She also served as President of Xerox's General Markets Operations, which created and sold products for reseller, dealer and retail channels. Earlier in her career at Xerox, which began in 1976, Ms. Mulcahy served as Vice President for Human Resources with responsibility for compensation, benefits, human resource strategy, labor relations, management development and employee training; and as Vice President and Staff Officer for Customer Operations, covering South America and Central America, Europe, Asia and Africa. Ms. Mulcahy was the U.S. Board Chair of Save the Children from March 2010 to February 2017, and was appointed as a Trustee in February 2018.
Skills & Qualifications
•	Experience leading a large, global manufacturing and services company with one of the world's most recognized brands
•	Expertise in finance, organizational and operational management issues crucial to a large public company.
•	Deep commitment to business innovation and talent development
Current Committees:
•	Chair, Nominating & Corporate Governance
•	Member,Finance
•	Member, Audit
Other Public Board Service:
•	Graham Holdings Company (since 2008)
•	LPL Financial Holdings Inc. (since 2013)
•	Williams-Sonoma, Inc. (since 2018)
Recent Past Public Board Service:
•	Target Corporation (1997-2017)

		Charles Prince
		Independent Director since 2006
Biography
Mr. Prince, age 71, 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.
Skills & Qualifications
•	Expertise leading a diverse global company in a regulated environment
•	Deep expertise in compliance and risk oversight
•	Well-developed legal, global business and financial acumen
Current Committees:
•	Chair, Regulatory Compliance
•	Member, Nominating & Corporate Governance
Other Public Board Service:
•	None
Recent Past Public Board Service:
•	Xerox Corporation (2008-2018)

16 2021 Proxy Statement

		A. Eugene Washington, M.D., M.Sc.
		Independent Director since 2012
Biography
Dr. Washington, age 70, 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.
Skills & Qualifications
•	Expertise in medicine, clinical research and healthcare innovation
•	Important customer, patient and healthcare provider perspective through leadership of complex health systems
•	Expertise in health policy
Current Committees:
•	Member,Compensation & Benefits
•	Member, Science, Technology & Sustainability
Other Public Board Service:
•	None

		Mark A. Weinberger
		Independent Director since 2019
Biography
Mr. Weinberger, age 59, served as the Global Chairman and Chief Executive Officer of EY (Ernst & Young) (professional services) from 2013 through June 2019, having served as Global Chairman and CEO-elect in the prior year. He was Assistant Secretary of the U.S. Treasury in the George W. Bush Administration and was appointed by President Bill Clinton to serve on the U.S. Social Security Administration Advisory Board. Mr. Weinberger serves as a Senior Advisor to Stone Canyon Industries Holdings Inc. and Teneo. He is an Executive Advisor to G100 and World 50. Mr. Weinberger also serves as a Strategic Advisor to the Board of FCLTGlobal, which focuses on long-term investing and corporate governance. Mr. Weinberger is on the CEO Advisory Council of JUST Capital. He sits on the Board of Directors of the National Bureau of Economic Research (NBER), is a Senior Advisor to Chief Executives for Corporate Purpose (CECP) and is a member of the Aspen Economic Strategy Group. He is a member of the Boards of Trustees for Emory University, Case Western Reserve University, The Concord Coalition, The Greater Washington Partnership and US Council for International Business.
Skills & Qualifications
•	Experience leading a business and working at the highest levels of government
•	Track record of driving transformative change in the public and private sectors during periods of unprecedented disruption
•	Expertise in finance, accounting, compliance and corporate governance, with a strong commitment to corporate purpose
Current Committees:
•	Member, Audit
•	Member,Regulatory Compliance
Other Public Board Service:
•	MetLife Inc. (since 2019)
•	Saudi Aramco (since 2019)

2021 Proxy Statement 17

		Nadja Y. West, M.D.
		Independent Director since 2020
Biography
Dr. Nadja West, age 59, retired from the U.S. Army with the rank of Lieutenant General in October 2019. She served as the 44th Army Surgeon General, and the Commanding General of the U.S. Army Medical Command from 2015 to 2019, overseeing the highest medical readiness and battlefield wound survival rates in history. As the Joint Staff Surgeon from 2013 to 2015, Dr. West was the principal medical advisor to the Chairman of the Joint Chiefs of Staff at the Pentagon, where she coordinated all related health services issues, including operational medicine, force health protection and readiness within the military. Her prior roles include Deputy Chief of Staff for Support, U.S. Army Medical Command from 2012 to 2013, ensuring proper resources and support for smooth operation of the entire command. From 2010 to 2012, Dr. West served as Commanding General of the Europe Regional Medical Command. She is the recipient of numerous U.S. military awards, including the Distinguished Service Medal, the Defense Superior Service Medal and the Legion of Merit with three Oak Leaf Clusters. Dr. West currently serves as Trustee of both the National Recreation Foundation and Mount St. Mary’s University; and board member of Americares and The Woodruff Foundation.
Skills & Qualifications
•	Proven executive and operational leadership, strategic planning and healthcare management
•	Expertise in government relations and human capital management
•	Operational crisis management and disaster response experience pertaining to global health issues
•	Extensive information security and cybersecurity experience
Current Committees:
•	Member, Science, Technology & Sustainability
Other Public Board Service:
•	Nucor Corporation (since 2019)
•	Tenet Healthcare Corporation (since 2019)

		Ronald A. Williams
		Independent Director since 2011
Biography
Mr. Williams, age 71, 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. Previously, Mr. Williams served on President Barack Obama's Management Advisory Board from 2011 to 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. He is 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 NAF (formerly National Academy Foundation) and the President's Circle of the National Academics, the Advisory Board of Peterson Center on Healthcare and is Chairman of the Board of Trustees of The Conference Board.
Skills & Qualifications
•	Broad experience leading a complex company in the healthcare industry
•	Expertise in executive compensation matters, corporate governance and leadership during times of business disruption and transformation
•	Expertise in operational management and insight into both public healthcare policy and the healthcare industry
Current Committees:
•	Chair, Compensation & Benefits
•	Member,Nominating & Corporate Governance
Other Public Board Service:
•	The Boeing Company (since 2010)
•	American Express Company (since 2007)
Recent Past Public Board Service:
•	Envision Healthcare Holdings, Inc. (2011-2017)

18 2021 Proxy Statement

Board Leadership Structure

• Chairman of the Board and Chief Executive Officer: Alex Gorsky

• Independent Lead Director: Anne M. Mulcahy

• The Chairman and Lead Director positions are evaluated and appointed annually by the independent Directors

• The Nominating & Corporate Governance Committee annually reviews and evaluates the Board leadership structure in Executive Session

• All five main Board Committees are composed of independent Directors

• Independent Directors met in Executive Session at each of the eight regular 2020 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 with a wide range of leadership and management structures, considers the most appropriate leadership structure for our Company in the context of the specific circumstances and challenges facing us. As part of our current structure:

• The independent Directors appropriately challenge management and demonstrate the independence and free thinking necessary for effective oversight.

• The Directors prioritize shareholder engagement and discuss the feedback received.

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

In February 2018, the Board amended our Principles of Corporate Governance to reflect that the Nominating & Corporate Governance Committee reviews 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:
•	The effectiveness of the policies, practices and people in place at our Company to help ensure strong, independent Board oversight
•	Our Company’s performance and the effect a specific leadership structure could have on its performance
•	The Board’s performance and the effect a specific leadership structure could have on performance, including the Board's efficacy at overseeing specific enterprise risks
•	The Chairman’s performance in the role of Chairman (separate and apart from his/her performance as CEO)
•	The views of our Company’s shareholders as expressed both during our shareholder engagement and through voting results at shareholder meetings
•	Applicable legislative and regulatory developments
•	The practices at other similarly situated companies and trends in governance

In December 2020, 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 to maintain the combined roles of 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 at this time.

The independent Directors also believe that Ms. Mulcahy should continue to serve as Lead Director. From her previous roles as Chairman and Chief Executive Officer of a large multinational corporation, as well as her former and current roles on public company boards that operate in a variety of industries and businesses, Ms. Mulcahy brings to the Lead Director role a career of leading global and complex organizations and a continued commitment to business innovation and talent development. This expertise, combined with her extensive knowledge of both Johnson & Johnson and its strategic objectives, the challenges facing our company and a deep commitment to serve as Lead Director, place Ms. Mulcahy in a unique position to continue in the role. Ms. Mulcahy’s value as Lead Director is affirmed during the annual Board evaluation process, where the independent Directors have consistently rated her performance as exemplary. The Lead Director role includes the broad range of responsibilities set out 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 3 of this Proxy Statement, which illustrates how the Lead Director and the Board are providing robust, independent oversight of our Company.

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

2021 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
	•	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 Sessions 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
	•	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.

20 2021 Proxy Statement

Board Committees

The Board has five main standing Committees: 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. The following pages summarize the responsibilities of each of the five main standing Board Committees.

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 2020.

Director Nominees
Name			Age	Director Since	Primary Occupation	Board Committees
						AUD	CB	NCG	RC	STS	FIN
M. C. Beckerle		I	66	2015	Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah				ü	C
D. S. Davis(1)		I	69	2014	Former Chairman and Chief Executive Officer, United Parcel Service, Inc.	C	ü
I. E. L. Davis		I	70	2010	Non-Executive Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company	ü			ü
J. A. Doudna		I	57	2018	Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley			ü*		ü
A. Gorsky		CH	60	2012	Chairman and Chief Executive Officer, Johnson & Johnson						C
M. A. Hewson		I	67	2019	Executive Chairman; Former Chairman and Chief Executive Officer, Lockheed Martin Corporation		ü		ü*
H. Joly		I	61	2019	Former Chairman and Chief Executive Officer, Best Buy Co., Inc.		ü*	ü
M. B. McClellan		I	57	2013	Director, Duke-Robert J. Margolis, MD, Center for Health Policy				ü	ü
A. M. Mulcahy		LD I	68	2009	Former Chairman and Chief Executive Officer, Xerox Corporation	ü		C			ü
C. Prince		I	71	2006	Former Chairman and Chief Executive Officer, Citigroup Inc.			ü	C*
A. E. Washington		I	70	2012	Duke University's Chancellor for Health Affairs; President and Chief Executive Officer, Duke University Health System		ü			ü
M. A. Weinberger		I	59	2019	Former Chairman and Chief Executive Officer, EY (Ernst & Young)	ü			C*
N. Y. West		I	59	2020	Former Lieutenant General, U.S. Army					ü
R. A. Williams		I	71	2011	Former Chairman and Chief Executive Officer, Aetna Inc.		C	ü
Number of meetings in 2020						10(2)	7	5	5	4	0
(1)	Designated as an “audit committee financial expert”
(2)	Does not include virtual meetings held prior to each release of quarterly earnings (four in total)
*	At our April 2021 Board Meeting, the following appointments will be effective: Dr. Doudna, Member, NCG; Mr. Joly, Member, CB; Ms. Hewson, Member, RC; Mr. Weinberger, Chairman, RC; Mr. Prince, Member, RC

CH	Chairman of the Board	CB	Compensation & Benefits Committee
C	Committee Chair	NCG	Nominating & Corporate Governance Committee
LD	Lead Director	RC	Regulatory Compliance Committee
I	Independent Director	STS	Science, Technology & Sustainability Committee
AUD	Audit Committee	FIN	Finance Committee

2021 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 Global Audit & Assurance 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 2020, see the Audit Committee Report on page 102.

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 Semler Brossy Consulting Group as its independent compensation consultant for matters related to executive officer and non-employee Director compensation. For further discussion of the role of the Compensation & Benefits Committee in the executive compensation decision-making process and a description of the nature and scope of the consultant’s assignment, see “Governance of Executive Compensation” on page 75.

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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 key talent metrics for the overall workforce, including metrics related to Diversity, Equity and Inclusion (DEI).
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 standards of quality 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 expenditures 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	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 new science or technology
l	Serves as a resource and provides input as needed regarding the scientific and technological aspects of product- safety matters
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

2021 Proxy Statement 23

Board Meetings and Processes

Director Meetings and Attendance

During 2020, the Board and its Committees maintained their schedules of regular meetings, quickly transitioning to virtual meetings as the COVID-19 pandemic emerged. In addition, the Board held a series of special Board and Committee meetings to review and discuss with management the impact of COVID-19 on the Company's employees, business and supply chain, as well as management’s strategies to respond to, and mitigate, adverse impacts.

The Board held eight regular meetings and two special meetings. 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 2020 Annual Meeting, which was held virtually due to the COVID-19 pandemic.

Executive Sessions

During 2020, 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 2020 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 regularly scheduled private sessions with their respective compliance leaders (e.g., the Chief Audit Executive, the Chief Compliance Officer, the Chief Financial Officer, the Chief Quality Officer, the Chief Medical Officer and the General Counsel) in Committee meetings during 2020, without the Chairman/CEO present. These private meetings allow the independent Directors to engage in informal discussions with management and provide the opportunity to solicit candid feedback and insights on risks, controls and compliance matters.

Oversight of Our Company

Oversight of Strategy

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

l	The Board conducts an extensive review of our enterprise long-term strategic plans on an annual basis. The Board also reviews the long-term strategic plans of each of our business segments.
l	Throughout the year, the Board reviews and discusses matters related to our strategy with senior management to ensure that our business activities are aligned with our short- and long-term strategy and we are making progress toward our strategic goals.
l	Independent Directors hold regularly scheduled Executive Sessions without management present to discuss Company performance and review long-term strategy. Certain Committees also meet in private session with senior management in our financial, legal, compliance and quality functions, among others.
l	The Board regularly discusses and reviews global economic, geopolitical, social, industry and regulatory trends and the competitive environment. The Board also considers feedback from our shareholders and other stakeholders to ensure that our short- and long-term strategies are appropriately designed to promote sustainable growth.
l	The Board consults with external advisors to understand outside perspectives on the risks and opportunities facing our Company.

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

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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 management and employees responsible for our operations on the one hand, and the functional compliance experts responsible for helping to ensure that we operate and grow in a compliant manner that adequately manages risk, including reputational risk on the other hand.

Our approach to risk management begins with Our Credo and is enabled by the design of our organization. Our independent compliance functions, including legal, healthcare compliance, quality, internal audit, anti-corruption, privacy, information security 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 management to provide timely, relevant guidance, they are supervised by leadership within their function. This structure, independent of commercial interests, allows our compliance functions to escalate concerns and helps to ensure that best practices are being applied across the enterprise.

On a quarterly basis, our Corporate Compliance Committee, composed of leaders from our compliance functions and other enterprise functions, such as information security, human resources and finance meet to share information on enterprise risks and trends and to develop solutions to manage or mitigate identified risks. The leaders of the Corporate Compliance Committee provide reports and updates to several key Committees of the Board to ensure oversight of significant risks facing the Company. For additional detail on compliance leaders' interactions with Board Committees, see “Private Committee Sessions with Key Compliance Leaders” on page 24.

Our approach to overseeing risk is informed by our Enterprise Risk Management framework (ERM). Our ERM is designed to identify risks that may impact 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 management is responsible for day-to-day management of these risks, including creating and implementing 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 around the world. The Code of Business Conduct is designed to inform employees of relevant laws, Company policies and ethical standards for decisions and actions to help identify risks and ensure compliant practices in every market where we operate. The Code of Business Conduct also provides guidance on where to turn for help and how to escalate risks and concerns. Our management around the globe is reminded annually of the requirements of this policy, 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, the Company operates an anonymous telephone or online reporting program known as Our Credo Integrity Line that allows employees, business partners, customers, third-party agencies and other partners to report potential violations of Company policies, guidelines or applicable law. The Our Credo Integrity Line is available 24 hours a day, 7 days a week in 24 languages and is an integral component of our strong compliance culture.

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

2021 Proxy Statement 25

Board Oversight of Risk Management

The Board is responsible for overseeing senior management's execution of its risk management duties 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 senior 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:

l	The Board reviews and discusses strategic, operational, financial and reporting, reputational, enterprise compliance and human capital management risks.
l	Throughout the year, the Board and applicable Committees receive updates from management regarding various enterprise risk management issues and risks related to our business segments, including risks related to litigation, product quality and safety, reputation, human capital, drug pricing and sustainability.
l	The Board consults with external advisors, including outside counsel, consultants, auditors and industry experts, to ensure that it is well informed about the risks and opportunities facing our Company.
l	The Board reviews feedback provided by shareholders to ensure that it understands shareholder perspectives and concerns. Please see pages 33 and 34 for more information on Shareholder Engagement.
l	Independent Directors hold regular 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.
l	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 that its oversight responsibilities are evolving with our business, industry and societal trends, and investor expectations

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

26 2021 Proxy Statement

A Note about Litigation:
Patient safety and product quality have always been and will remain our first priority, and our employees around the globe are committed to ensuring that our products are safe and of high quality. Our functionally independent Quality and Compliance organization, led by our Chief Quality Officer, implements quality processes and procedures designed to ensure that our products meet our quality standards, which meet or exceed industry requirements. You can learn more about our quality processes at https://healthforhumanityreport.jnj.com/responsible-business-practices/product-quality-safety-reliability. In addition, our functionally independent medical safety organization, which is led by our Chief Medical Officer, monitors our products from research and development through clinical trials, as well as pre- and post- regulatory approvals. This team of doctors and scientists prioritizes our patient experience and ensures that safety remains our first consideration in any decision along the value chain involving our products. We recognize that there are many factors that contribute to the decision to commence litigation, many of which are not related to product quality or patient safety. Furthermore, jury verdicts are not medical, scientific or regulatory conclusions about our products. When faced with litigation, our approach will depend on the facts and circumstances.
Regarding the ongoing talc and opioids 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.
•	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 the ongoing opioids litigation. Please see factsaboutourprescriptionopioids.com for information on our position regarding ongoing litigation.
•	In response to a shareholder proposal included in our 2020 Proxy Statement, we published a Board Report on Risk Related to Opioids on October 5, 2020. Please see investor.jnj.com/board-report-on-oversight-of-risk-related-to-opioids.

Oversight of Risks Related to Executive Compensation

The Board believes that an executive compensation program that appropriately aligns management with shareholders and does not incentivize leaders to take excessive risks is an important element of risk oversight. When determining executive compensation, the Board reviews our Company's financial performance as well as other strategic factors, including product quality metrics, talent development, diversity, equity and inclusion, and other ESG goals to ensure our leaders are driving long-term growth in a manner aligned with Our Credo values. Please see our Guiding Principles on page 66.

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, information security and product quality. The Committee, in consultation with its independent compensation consultant, ensures that our executive compensation programs are aligned with our long-term strategy and do not incentivize overly risky behavior.

In 2020, the Board redesigned our executives’ annual incentives with clear weightings on financial and strategic goals, discontinued the use of three one-year sales measures in PSUs and capped the value of the car and driver perquisite. The Board also doubled the stock ownership requirements for our CEO and other members of our Executive Committee, in response to feedback from our shareholders, to further ensure that senior executives' interests are aligned with shareholders.

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 48 for a complete discussion of our compensation programs.

2021 Proxy Statement 27

Key Elements of Our Executive Compensation Programs

Balanced Performance-Based Awards	Performance-based awards are based on the achievement of strategic and leadership objectives in addition to financial metrics and relative shareholder returns versus peers
Multi-Year Performance Period and Vesting	The performance period and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period. 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 weighted toward 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 twelve times base salary, and the other members of our Executive Committee must own equity equal to six times base salary and retain this level of ownership at all times while serving as an Executive Committee member
No Change-in-Control Arrangements	None of our executive officers have in place any change-in-control arrangements that would result in guaranteed payouts
Compensation Recoupment Policy	The Board has the authority to recoup executive officers' past compensation in the event of a material restatement of our financial results and for significant misconduct of Company policy or laws relating to the manufacturing, sales or marketing of our products

Oversight of ESG Risk

Our Approach to Overseeing Environmental, Social and Governance (ESG) Matters

Johnson & Johnson has been guided by Our Credo for over 75 years, and its values are reflected in our approach to ESG. We believe that sound ESG practices create financial value by building stakeholder trust, driving innovation, mitigating risk, fostering employee engagement, increasing productivity and reducing costs.

To this end, we focus on identifying the ESG risks and opportunities that are most relevant to our business, prioritizing these risks and opportunities to ensure that we are focusing our resources on those areas where we can achieve the greatest impact. We also develop strategies to monitor or mitigate ESG risks and capitalize on opportunities, and disclose our progress to our shareholders and other stakeholders.

• Promoting sound governance structures and controls, strategy and goal setting, risk identification, prioritization and mitigation systems and disclosure and reporting to support our approach to long-term value creation

• Investing in our employees; creating a diverse, equitable and inclusive environment in which all can belong; and empowering employees to strengthen the communities in which we live and work

• Tackling the world’s toughest healthcare challenges through our dedicated Global Public Health organization, which is focused on combining innovative R&D, novel access programs, country-based operations and advocacy

• Marshaling our expertise, resources and partnerships to reduce the environmental footprint of our operations, our products and our extended supply chain

Identifying ESG Risks and Opportunities

Responsibility for identifying and prioritizing ESG risks and opportunities is integrated across the enterprise and managed by the Enterprise Governance Council (the Council). The Council is composed of senior leaders who represent our three business segments, our independent compliance functions and our enterprise functions that have the ability to impact ESG issues.

28 2021 Proxy Statement

The Council leads the Company’s Priority Topics Assessment (PTA), which engages internal and external stakeholders to identify and prioritize the ESG topics that are most relevant to our business. The PTA occurs every two to three years, since 2008, and we continually enhance the PTA methodology to conduct deeper and broader stakeholder engagement across a larger number of ESG topics. Our most recent PTA was completed in 2020, and we finalized our next generation of public commitments for release in 2021 that are aligned with our Company’s purpose, reflect the areas where our stakeholders expect us to lead and help fuel the global agenda for a sustainable future for all.

Developing Strategies

As our ESG risks are identified through our PTA process, shareholder engagement and other internal and external feedback, the Council and management reference the Enterprise Risk Management (ERM) to develop strategies to monitor or mitigate potential ESG risks relevant to our Company. ESG risks are fully integrated into our ERM framework, which helps us deepen our understanding of both business and ESG risks, support communication and collaboration across the enterprise and respond appropriately as new circumstances evolve. For more information please see Our Approach to Enterprise Risk Management on page 25.

The Council meets on a quarterly basis to ensure there is a clear and comprehensive view of existing and emerging ESG risks, identify controls and help establish mitigation plans to address those risks. The Council also reviews these assessments in its ESG priority topics scorecard, which helps to drive our internal accountability and ultimately support the resilience of our business. For more information, please see our Health for Humanity Report at healthforhumanityreport.jnj.com.

Enhancing Disclosure and Reporting

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

• In our 2019 Health for Humanity Report, we reported against the Sustainability Accounting Standards Board (SASB) Standards for all three of our business segments for the first time in response to the continually evolving information expectations of our investors.

• The 2019 Health for Humanity Report provides quantitative diversity data, including a comprehensive breakdown of Johnson & Johnson’s global workforce by gender and US workforce by race, ethnicity and gender.

• Further reinforced our commitment to reporting high-quality, validated data, we disclosed externally assured data in the areas of quality, human capital development, philanthropy and environmental governance, which add to the already externally assured data for our carbon emissions, Health for Humanity 2020 Goals and UN SDG commitments.

• We published an Index of our ESG policies and positions to help our stakeholders understand how we are managing the risk of these relevant ESG topics and embedding sustainability into decision-making, which is a critical component of sustainability governance. Please see https://www.jnj.com/about-jnj/policies-and-positions.

• We developed an ESG Resources page on our corporate website that aggregates ESG content from across the enterprise in a single tool. Please see https://www.jnj.com/esg-resources.

Board Oversight of ESG

Our ESG strategy is designed to effectively govern and manage the ESG risks and opportunities that are integral to our core business strategy, and Board oversight of significant ESG matters is integrated into its oversight of our business and our strategy. Significant 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 performance indicators on a quarterly basis. Please see “Board Oversight of Risk Management” on page 26.

In 2020, the Board conducted a comprehensive review of its charter and agendas, as well as the charter and agendas of each Committee, to ensure that the Board or a Committee was responsible for each of the significant ESG topics identified in our 2020 Priority Topics Assessment.

2021 Proxy Statement 29

To ensure that our ESG disclosures are appropriately reviewed, the Science, Technology & Sustainability Committee (STS Committee) oversees and reviews our ESG disclosures in our annual Health for Humanity Report and evaluates our progress against our Health for Humanity Goals. The STS Committee also 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 ESG, including on our strategies related to access to medicines and for our Global Public Health organization.

Significant Recognitions:

Ranked #3 in 2020

Oversight of Human Capital Management

Board Oversight of Human Capital Management

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

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

Strategy

We believe that our employees are critical to our continued success and are an essential element of our long-term strategy. Management is responsible for ensuring that our policies and processes reflect and reinforce our desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance. The Company’s human capital management strategy is built on three fundamental focus areas:

• Attracting and recruiting the best talent

• Developing and retaining talent

• Empowering and inspiring talent

Underpinning these focus areas are ongoing efforts to cultivate and foster a culture built on DEI, innovation, health, well-being and safety, where our employees are encouraged to succeed both professionally and personally while helping us achieve our business goals.

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Culture and Employee Engagement

At Johnson & Johnson, our employees are guided by Our Credo which sets forth our responsibilities to patients, consumers, customers, healthcare professionals, employees, communities and shareholders. Employees worldwide are further guided by the Company’s Code of Business Conduct which sets basic requirements for business conduct and serves as a foundation for our Company policies, procedures and guidelines, all of which provide additional guidance on expected employee behaviors in every market where we operate. We conduct global surveys that offer our employees the ability to provide feedback and valuable insight to help address potential human resources risks and identify opportunities to improve.

On a biennial basis, we conduct the Our Credo Survey, which assesses employee sentiment and the degree to which our employees believe that senior leadership demonstrates Our Credo values and fulfills our responsibility to stakeholders, including employees. In the interim years, we conduct the Our Voice Employee Survey, which measures employee sentiment about important aspects of our culture such as employee engagement, DEI, development, health and wellness, collaboration, execution, innovation and compliance and risk. The results of both surveys are closely reviewed by the Board, senior leadership and the Human Resources organization, and managers are provided with detailed anonymized reports highlighting their team results, strengths and areas where an improvement plan is recommended. In 2020, the Company conducted the Our Credo Survey, which was administered in 78 countries and made available in 36 languages. In a year of unprecedented challenge, the Company achieved an all-time high for both participation rate and favorability. Our overall participation rate was 93%, 3% higher than 2018. Our overall favorability, which reflects how we are fulfilling our commitments to our employees, increased to 89%, 4% higher than 2018.	In the 2020 Our Credo Survey, employees reported they believe management:
	95%	Ensures our first responsibility is to the patients, doctors and nurses, mother and fathers and all others who use our products and services.
	87%	Provides an inclusive work environment where each employee is considered as an individual.
	94%	Acts responsibly to the communities in which we live and work and the world community as well.

Growth and Development

To continue to lead in the changing healthcare landscape, it is crucial that we continue to attract and retain top talent. We believe that our employees must be equipped with the right knowledge and skills and be provided with opportunities to grow and develop in their careers. Accordingly, professional development programs and educational resources are available to all employees. Our objective is to foster a learning culture that helps shape each person’s unique career path while creating a robust pipeline of talent to deliver on the Company’s long-term strategies. In furtherance of this objective, the Company deploys a global approach to ensure development is for everyone, regardless of where they are on their career journey. In 2020, 44.6% of employees in Manager and above job categories took advantage of career opportunities by moving across functions, country or business segment lines (including upward promotion or lateral transfer and excluding employees in the research and development organizations).

Diversity, Equity and Inclusion (DEI)

We are committed to workplace diversity and to cultivating, fostering and advancing a culture of equity and inclusion. Enabling employees to perform at their best while being themselves is fundamental to our continued success. The Company’s DEI vision is: Be yourself, change the world. Our DEI strategy focuses on three pillars that reflect the strategic priorities we have identified to enable the Company to address the challenges and opportunities presented by the evolving understanding of diversity:

• Accelerate the Company’s efforts to advance a culture of inclusion and innovation

• Build a diverse workforce for the future

• Enhance business results and reputation

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

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

2021 Proxy Statement 31

Throughout the Company, senior management has DEI-related goals embedded in their work plans and achievement of these goals is incorporated in performance reviews. Additionally, we embed controls and oversight throughout the organization to drive and measure progress.

Compensation and Benefits

As part of our total rewards philosophy, we offer competitive compensation and benefits to attract and retain top talent. We are committed to fairness and equitable treatment of employees at all levels in our compensation and benefits. We observe legal minimum wage provisions and exceed them where possible. Our total rewards offerings include an array of programs to support our employees' financial, physical and mental well-being, including annual performance incentive opportunities, pension and retirement savings programs, health and welfare benefits, paid time off, leave programs, flexible work schedules and employee assistance programs.

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

Health, Wellness and Safety

The Company’s investment in employee health, well-being and safety is built on our conviction that advancing health for humanity starts with advancing the health of our employees. With the right awareness, focus, practices and tools, we ensure that all our employees around the world, as well as temporary contractors and visitors to our sites, can work safely. We have continuously expanded health and well-being programs throughout the Company and across the globe, incorporating new thinking and technologies to keep our offerings best-in-class and to help employees achieve their personal mind and body health goals. The programs and practices we advance cover three core dimensions: Healthy Eating, Healthy Movement and Healthy Mind.

For more information on the Company's approach to human capital management, talent development and employee engagement, please see https://healthforhumanityreport.jnj.com/responsible-business-practices/empowering-people.

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Shareholder Engagement

Our responsibility to shareholders is one of our core Credo values. We recognize the value of building and maintaining meaningful relationships with investors and understanding their viewpoints. To that end, we promote communication and transparency through our robust year-round shareholder engagement program, which continued in 2020.

We are deeply focused on shareholder perspectives and believe that proactive engagement is an effective means to solicit valuable feedback, which has been instrumental in helping shape our policies and practices. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider the issues of importance to our shareholders and are able to address them appropriately. The Board regularly reviews shareholder feedback, which informs Board discussions on a wide range of topics, including our approach to corporate governance, ESG, human capital management, diversity, equity and inclusion, and executive compensation.

Our Approach to Shareholder Outreach and Engagement
•	Our shareholder outreach and engagement program occurs throughout the year beginning in the fall. In early summer, we review the voting results from the prior Annual Shareholders’ Meeting, our current performance, the external environment and market trends. We develop a shareholder outreach and engagement plan for the fall and review it with our advisors to ensure that our program is focused on topics of greatest interest to our shareholders. During the fall engagement season:
	•	We reached out to shareholders representing approximately 55% of our shares outstanding.
	•	We engaged with approximately 55 U.S. and international institutional shareholders representing approximately 34% of our shares outstanding.
•	Prior to the 2020 Annual Meeting, we reached out to our top 100 shareholders to discuss and receive feedback on the items of business and disclosure in our 2020 Proxy Statement.
•	We include a section on our voting card and vote landing page inviting all shareholders to share comments with the Board. Prior to the 2020 Annual Meeting,179 shareholders provided comments. Shareholders may contact any of our Directors, including the Lead Director, using any of the options described on page 120.
•	We hosted our third annual Health for Humanity Report webinar coinciding with the release of our annual Health for Humanity Report in June 2020. The Health for Humanity Report documents our sustainable progress toward our purpose to change the trajectory of health for humanity. The webinar provided shareholders with the opportunity to engage and ask questions of our business leaders in areas of investor relations, product quality, medical safety, legal, global public health and environmental health, safety & sustainability.
•	Our Board continually reviews feedback from our shareholders.
Our Annual Shareholder Engagement Cycle

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Shareholder Engagement Topics

Our shareholders have many different areas of interest and, for each engagement, we endeavor to have the right personnel available to have an informed, meaningful discussion on the topics that are most important to them. Our 2020 engagement and other governance exchanges covered a wide range of important corporate governance, environmental and social stewardship, compensation and public policy issues, including:

•	Board Composition and Diversity	•	Lead Director Responsibilities
•	Board Evaluation Process	•	Litigation
•	Board Oversight of Risk	•	Pharmaceutical Pricing Transparency and Access
•	Board Tenure and Refreshment	•	Product Quality and Safety
•	COVID-19 Response and Vaccine	•	Separation of the Chairman and CEO Roles
•	Culture and Human Capital Management	•	Shareholder Engagement and Communication
•	Diversity, Equity and Inclusion	•	Shareholder Proposals
•	ESG Issues and Reporting	•	Succession Planning and Talent Development
•	Executive Compensation and Performance Metrics	•	Tax Policy

Shareholder Feedback

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

What We Heard	What We Did
Provide more disclosure on the Board's oversight of human capital management.	We expanded disclosure on the Board's oversight of our Human Capital Management strategy and provided a more robust overview of our approach to recruitment, development, diversity, equity and inclusion, and fostering Company culture (see "Oversight of Human Capital Management" on pages 30 to 32).
Provide more streamlined and accessible information about the Company's ESG practices.	We created a webpage that collates relevant links and ESG content from across the Company's website, including an index of our policies and positions on a wide range of ESG topics (see "Oversight of ESG Risk — Enhancing Disclosure and Reporting" on page 29).
Report against the Sustainability Accounting Standards Board (SASB) framework.	In the 2019 Health for Humanity Report (issued in June 2020), the Company reported against the SASB Standards for all three of our business segments (see "Oversight of ESG Risk — Enhancing Disclosure and Reporting" on page 29).
Issue a consolidated report on the Board's oversight of risks related to the opioid crisis.	We published the Board Report on Oversight of Risk Related to Opioids, describing the governance measures that the Company has implemented to monitor and manage the financial and reputational risks related to the opioid crisis (see "A Note About Litigation" on page 27).
Further align executives' interests with the long-term interests of shareholders.	To further ensure that senior executives' interests are aligned with shareholders, we doubled the stock ownership requirements for our CEO from 6 to 12 times salary; and from 3 to 6 times salary for other members of our Executive Committee (see "Executive Compensation Summary — Compensation Program Changes in 2020" on page 50).
Enhance the Board's accountability to shareholders.	To increase the Board's accountability to shareholders, we amended the Company's Restated Certificate of Incorporation to permit the removal of directors with or without cause.
Continue to disclose the Company's progress against its climate commitments.	In September 2020, the Company publicly announced three next-generation climate goals: • By 2025, source 100% of our electricity needs from renewable source • By 2030, achieve carbon neutrality for our operations, going beyond our Science-Based Target to reduce absolute Scope 1 and 2 emissions 60% from 2016 levels • By 2030, reduce absolute upstream Scope 3 emissions 20% from 2016 levels See https://www.jnj.com/global-environmental-health/climate-and-energy.

34 2021 Proxy Statement

Corporate Governance Highlights

Johnson & Johnson is governed by the values set forth in Our Credo, which extend to our corporate governance practices and are reflected in our By-Laws and Principles of Corporate Governance. The Nominating & Corporate Governance Committee reviews our Principles of Corporate Governance and our overall governance practices on an annual basis to ensure that our corporate governance practices continue to meet the high standards expected by our shareholders. Our Principles of Corporate Governance can be found at 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 Amended and Restated Certificate of Incorporation and By-Laws contain majority standards for all actions requiring shareholder approval.
Shareholder Right to Call a Special Meeting	Shareholders holding 10% of shares may call a special meeting for good cause, and shareholders holding 25% of shares may call a special meeting for any reason.
Removal of Directors With or Without Cause	Directors may be removed by shareholders with or without cause.
Active Shareholder Engagement	See pages 33 and 34 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).

2021 Proxy Statement 35

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 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	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).
Stock Ownership Guidelines	The Company ownership guidelines require our CEO to own shares equal to twelve times his/her base salary and each of our other executive officers to own sufficient shares to equal six times their base salaries. See “Stock Ownership Guidelines for Named Executive Officers” on page 77.

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.

While we support balanced giving on both sides of the aisle, and do so with domestic and global health initiatives in mind, we understand that to whom our contributions are directed matters. We also know that the actions and inactions taken by those who receive these contributions matter. The Johnson & Johnson Political Action Committee has not made any federal contributions in 2021 and has paused all political contributions while we review and evaluate our giving policies and criteria.

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 at transparencyreport.janssen.com.

Disclosure on Environmental, Social and Governance Topics

We provide extensive disclosures on our corporate citizenship and sustainability efforts in our annual Health for Humanity Report found at healthforhumanityreport.jnj.com. We also publish an index of our ESG policies and positions to help our stakeholders understand our perspective on these relevant ESG issues, which can be found at jnj.com/esg-resources. In response to a shareholder proposal included in our 2020 Proxy Statement, we published a Board Report on Risk Related to Opioids on October 5, 2020. Please see investor.jnj.com/board-report-on-oversight-of-risk-related-to-opioids.

36 2021 Proxy Statement

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 2020 are “independent” under the listing standards of the NYSE and our Standards of Independence, including: Dr. Beckerle, Mr. D. S. Davis, Mr. I. E. L. Davis, Dr. Doudna, Ms. Hewson, Mr. Joly, Dr. McClellan, Ms. Mulcahy, Mr. Perez, Mr. Prince, Dr. Washington, Mr. Weinberger, Dr. West 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 2020 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 2018, 2019 and 2020, 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.

2021 Proxy Statement 37

Director Independence — Transactions and Relationships

Director	Organization	Type of Organization	Relationship to Organization	Type of Transaction or Relationship	2020 Aggregate Magnitude
Beckerle	Huntsman Cancer Institute	Healthcare Institution	Executive Officer	Sales	<1%
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	Business Roundtable	Non-profit organization	Director	Annual dues	<1%; <$1 million
Joly	Harvard Business School	Educational institution	Employee	Contributions; grants; rental payments; rebates; consulting fees; lab supplies; tuition; training programs; memberships; subscriptions	<1%
McClellan	Duke University	Educational Institution	Employee	Sales; research-related payments; grants; tuition reimbursements	<1%
McClellan	National Alliance for Hispanic Health	Non-profit organization	Director	Contributions; membership	<1%; <$1 million
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	Business Roundtable	Non-profit Organization	Director	Annual dues	<1%; <$1 million
Weinberger	Case Western Reserve University	Educational Institution	Trustee	Investigator payments; rebates; grants; sponsorships	<1%
Weinberger	Emory University	Educational Institution	Trustee	Sales; investigator payments; rebates; grants; sponsorships	<1%; <$1 million
West	Americares	Non-profit Organization	Trustee	Grants; contributions	<1%; <$1 million
Williams	The Cleveland Clinic Foundation	Non-profit Organization	Trustee	Grants; investigator payments; rebates	<1%
Williams	NAF (formerly National Academy Foundation)	Non-profit Organization	Director	Contributions	<$1 million
Note: Any transaction or relationship under $25,000 is not listed above.
In the event of Board-level discussions pertaining to a potential transaction or relationship involving an organization with which a Director is affiliated, that Director would be expected to recuse 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 the following page, none of the non-employee Directors has the authority to review, approve or deny any grant to or research contract with an organization.

38 2021 Proxy Statement

Related Person Transactions

Policies and Procedures

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

Under our Principles of Corporate Governance and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers, all our Directors and executive officers have a duty to report to the Chairman 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

2021 Proxy Statement 39

Transactions with Related Persons for 2020

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 $137,198 in total compensation in 2020 (using an exchange rate of 1.1829 USD/1 EUR), including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2020 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 $188,191 in total compensation in 2020, including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2020 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.

40 2021 Proxy Statement

Stock Ownership and Section 16 Compliance

Stock Ownership

The following table sets forth information regarding beneficial ownership of our common stock by each Director, and our 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 79 through 101 (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 5,372,223 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 1,606,569 shares. In the aggregate, these 6,978,792 shares represent less than 1% of the shares outstanding. All stock ownership is as of February 23, 2021.

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	8,950	0	8,950
D. Scott Davis	0	10,746	0	10,746
Ian E. L. Davis	4,193	16,117	0	20,310
Jennifer A. Doudna	0	3,859	0	3,859
Joaquin Duato	196,791	0	844,721	1,041,512
Alex Gorsky	477,885	0	2,730,372	3,208,257
Marillyn A. Hewson	3,000	3,212	0	6,212
Hubert Joly	5,000	2,378	0	7,378
Mark B. McClellan	0	12,818	0	12,818
Anne M. Mulcahy	7,516	16,117	0	23,633
Charles Prince	29,320	23,057	0	52,377
Paulus Stoffels(4)	275,547	0	596,253	871,800
Jennifer A. Taubert	115,126	0	338,398	453,524
A. Eugene Washington	0	24,201	0	24,201
Mark A. Weinberger	0	3,212	0	3,212
Nadja Y. West(5)	0	1,123	0	1,123
Ronald A. Williams	3,650	23,884	0	27,534
Joseph J. Wolk	24,949	0	75,923	100,872
All Directors and executive officers as a group (24)	1,606,569	149,674	6,194,413	7,950,656

(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 23, 2021, options that become exercisable within 60 days thereafter and Restricted Share Units that vest within 60 days thereafter.

(4)    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..

(5)    Appointed to Board in December 2020.

2021 Proxy Statement 41

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	227,946,104 shares(1)	8.66%(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Common Stock	188,510,542 shares(2)	7.20%(2)
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111	Common Stock	144,029,634 shares(3)	5.47%(3)
(1)    Based solely on an Amendment to Schedule 13G filed with the SEC on February 10, 2021, The Vanguard Group reported aggregate beneficial ownership of approximately 8.66%, or 227,946,104 shares, of our common stock as of December 31, 2020. Vanguard reported that it possessed sole dispositive power of 216,472,293 shares, shared dispositive power of 11,473,811 shares, and shared voting power of 4,272,484 shares. Vanguard also reported that it did not possess sole voting power over any shares beneficially owned.
(2)    Based solely on an Amendment to Schedule 13G filed with the SEC on January 29, 2021, BlackRock, Inc. reported aggregate beneficial ownership of approximately 7.20%, or 188,510,542 shares, of our common stock as of December 31, 2020. BlackRock reported that it possessed sole voting power of 163,863,390 shares and sole dispositive power of 188, 510,542 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 12, 2021, State Street Corporation reported aggregate beneficial ownership of approximately 5.47%, or 144,029,634 shares, of our common stock as of December 31, 2020. State Street reported that it possessed shared voting power of 126,726,258 shares and shared dispositive power of 143,989,480 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 39.

•Certain of our U.S. and international employee savings and retirement plans and other affiliates have retained BlackRock and its affiliates to provide investment management services. In connection with these services, we paid BlackRock approximately $2.3 million in fees during fiscal year 2020.

•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 $6.9 million in fees during fiscal year 2020.

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 2020 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.

42 2021 Proxy Statement

Director Compensation

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

During its annual review, the Committee analyzes the competitive position of our non-employee Director compensation program and each element of that program against the programs of the peer group used for executive compensation purposes (see page 72 for information about the Executive Peer Group). Semler Brossy Consulting Group, the Committee’s independent consultant, provides an independent assessment of the competitive data provided to the Committee and advises the Committee on non-employee Director compensation. Decisions regarding the non-employee Director compensation program are approved by the full Board based on recommendations by the Committee.

Fiscal 2020 Non-Employee Director Compensation

The Compensation & Benefits Committee’s analysis in 2019 of the competitive position of our non-employee Director compensation program showed that overall compensation for non-employee Directors was below the peer group median. As a result, the Committee recommended, and the Board approved on September 9, 2019, the following non-employee Director compensation program for 2020 to achieve an overall compensation structure in line with the peer group median.

2020 Non-Employee Director Compensation	($)
Cash Compensation	$120,000
Lead Director Cash Retainer	35,000
Audit Committee Chair Cash Retainer	25,000
Committee Chair (other than Audit) Cash Retainer	20,000
Value of Deferred Share Units	185,000

Fiscal 2021 Non-Employee Director Compensation

On September 14, 2020, the Compensation & Benefits Committee recommended no changes to the non-employee Director compensation program for 2021. The Board approved no changes to the non-employee Director compensation program for 2021. The overall compensation structure is below peer group median, and compensation has not been increased since 2019.

2021 Proxy Statement 43

The compensation of our non-employee Directors for fiscal 2020 is set forth in the following table. Mr. Gorsky is an employee of the Company and, therefore, received no additional compensation for his service as a Director. For a complete understanding of the table, please read the accompanying footnotes and the narrative disclosures.

2020 Total Non-Employee Director Compensation
A	B	C	D	E	F
Name	Role for Additional Cash Retainer	Fees Earned or Paid in Cash ($)	Stock Awards (DSUs) ($)	All Other Compensation ($)	Total ($)
M. C. Beckerle	Committee Chair	$140,000	$184,871	$20,000	$344,871
D. S. Davis	Audit Committee Chair	145,000	184,871	0	329,871
I. E. L. Davis		120,000	184,871	0	304,871
J. A. Doudna		120,000	184,871	20,000	324,871
M. A. Hewson		120,000	184,871	16,000	320,871
H. Joly		120,000	184,871	20,000	324,871
M. B. McClellan		120,000	184,871	0	304,871
A. M. Mulcahy(1)	Lead Director; Committee Chair	168,825	184,871	20,000	373,696
W. D. Perez(2)	Committee Chair	43,726	0	20,000	63,726
C. Prince	Committee Chair	140,000	184,871	20,000	344,871
A. E. Washington		120,000	184,871	20,000	324,871
M. A. Weinberger		120,000	184,871	0	304,871
N. Y. West(3)		9,534	0	2,000	11,534
R. A. Williams	Committee Chair	140,000	184,871	20,000	344,871
(1) Appointed as Nominating & Corporate Governance Committee Chair in April 2020. Chairman retainer payment was prorated. (2) Retired from Board in April 2020. Cash fees are prorated for partial year of service. (3) Appointed to Board in December 2020. Cash fees are prorated for partial year of service.

Fees Earned or Paid in Cash (Column C)

Elective Fee Deferrals. As described below, under the Deferred Fee Plan for Directors, non-employee Directors may elect to defer payment of all or a portion of their cash retainers until termination of board membership. In 2020, Ms. Hewson, Dr. Washington and Mr. Weinberger elected to defer their respective 2020 cash retainers.

Stock Awards (Column D)

Deferred Share Units - Mandatory Deferral. All figures in column D represent the grant-date fair value of Deferred Share Units (DSUs) granted to each non-employee Director on February 11, 2020. The Board approved a 2020 DSU award valued at $185,000; therefore, pursuant to the terms of the Deferred Fee Plan for Directors, each non-employee Director was granted 1,221 DSUs (rounded down to the nearest whole share). DSUs are immediately vested but must be deferred until termination of Board membership. DSUs earn additional amounts based on a hypothetical investment in our common stock, including accruing dividend equivalents in the same amount and at the same time as dividends paid on our common stock. DSUs are settled in cash upon termination of Board membership.

All Other Compensation (Column E)

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

Deferred Fee Plan for Directors

Elective Fee Deferrals.Under the Deferred Fee Plan for Directors, non-employee Directors may elect to defer payment of all or a portion of their cash retainers until termination of Board membership. Deferred fees are converted into DSUs and earn additional amounts based on a hypothetical investment in our common stock, including accruing dividend equivalents in the same amount and at the same time as dividends paid on our common stock. DSUs are settled in cash upon termination of Board membership. In 2020, Ms. Hewson, Dr. Washington and Mr. Weinberger elected to defer all of their respective 2020 cash retainers.

44 2021 Proxy Statement

Deferred Compensation Balances. At December 31, 2020, the aggregate number of DSUs held in each non-employee Director’s Deferred Fee Account, including mandatory deferrals, any elective fee deferrals and accrued dividend equivalents, was as follows: 

Name	Deferred Share Units (#)
M. C. Beckerle	7,827
D. S. Davis	9,623
I. E. L. Davis	14,994
J. A. Doudna	2,736
M. A. Hewson	2,089
H. Joly	1,255
M. B. McClellan	11,695
A. M. Mulcahy	14,994
W. D. Perez(1)	26,332
C. Prince	21,934
A. E. Washington	23,078
M. A. Weinberger	2,089
N. Y. West(2)	0
R. A. Williams	22,761
(1) Retired from the Board in April 2020. (2) Appointed to Board in December 2020.

Additional Arrangements

We pay for or reimburse Directors for transportation, hotel, food and other incidental expenses related to attending Board and Committee meetings, Director orientation or other relevant educational programs or Company meetings.

Stock Ownership Guidelines for Non-Employee Directors

Our stock ownership guidelines for non-employee Directors are intended to further align the Directors' interests with the interests of our shareholders. Stock ownership for the purpose of these guidelines includes shares directly owned by the Director, shares held indirectly that are beneficially owned by the Director and DSUs. All Directors are prohibited from transacting in derivative instruments linked to the performance of our securities.

Name	Stock Ownership Guideline as a Multiple of Annual Cash Retainer	2020 Compliance with Stock Ownership Guidelines?	Ownership Threshold Met?(1)
M. C. Beckerle	5x	Yes	Yes
D. S. Davis	5x	Yes	Yes
I. E. L. Davis	5x	Yes	Yes
J. A. Doudna	5x	Yes	No(3)
M. A. Hewson	5x	Yes	Yes
H. Joly	5x	Yes	Yes
M. B. McClellan	5x	Yes	Yes
A. M. Mulcahy	5x	Yes	Yes
W. D. Perez (2)	5x	Yes	Yes
C. Prince	5x	Yes	Yes
A. E. Washington	5x	Yes	Yes
M. A. Weinberger	5x	Yes	No(3)
N. Y. West	5x	Yes	No(3)
R. A. Williams	5x	Yes	Yes
(1)Non-employee Directors have five years after first becoming subject to the guidelines to achieve the required ownership threshold. (2)Retired from the Board in April 2020. (3)Joined Board within past five years.

2021 Proxy Statement 45

Item 2: Advisory Vote to Approve Named Executive Officer Compensation

		The Board of Directors recommends that shareholders vote, in an advisory manner, FOR approval of the compensation of our named executive officers and the executive compensation philosophy, polices and procedures described in the Compensation Discussion and Analysis (CD&A) section of this Proxy Statement.
Before you vote, we urge you to read the following for additional details on our executive compensation		When casting your 2021 Say on Pay vote, we encourage you to consider:
		l	We did not reset our annual or long-term incentive goals because of COVID-19.
		l	Our named executive officers’ 2020 compensation is aligned with our Company’s 2020 performance, with annual incentives and PSUs paid out below target due to the impact of COVID-19.
l	Compensation Discussion and Analysis on pages 48 to 78	l	We mitigated the impact of the pandemic on our patients, customers, communities, and employees.
		l	We developed a vaccine to be distributed on a not-for-profit during the pandemic.
		l	We continue to engage with our shareholders on our executive compensation program and evaluate our programs to ensure alignment with our shareholders.
l	Executive Compensation Tables on pages 79 to 101
		We believe our executive compensation programs promote long-term, sustainable value creation and are strongly aligned with the long-term interests of our shareholders. The guiding principles of our executive compensation program continue to be: pay for performance, accountability for short-term and long-term performance, alignment with shareholders’ interests, and market competitiveness. We assess performance by reviewing not only what financial and strategic objectives were achieved but also how those results were achieved and whether they were achieved consistent with the values embodied in Our Credo. As an advisory vote, the results of this vote will not be binding on the Board or the Company. However, the Board and the Compensation & Benefits Committee value the opinions of our shareholders. They will consider the outcome of the vote when making future decisions on the compensation of our named executive officers and our executive compensation philosophy, policies and procedures. Following our Annual Shareholder Meeting on April 22, 2021, the next advisory vote on executive compensation is expected to occur at the 2022 Annual Meeting of Shareholders, unless the Board modifies its policy on the frequency of holding such advisory votes.

46 2021 Proxy Statement

Compensation Committee Report

The Compensation & Benefits Committee of the Board of Directors (the Committee) has reviewed and discussed the section of this Proxy Statement entitled “Compensation Discussion and Analysis” (CD&A) with management. Based on this review and discussion, the Committee has recommended to the Board that the section entitled “Compensation Discussion and Analysis,” as it appears on pages 48 through 78, be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021.

Ronald A. Williams, Chairman
D. Scott Davis
Marillyn A. Hewson
A. Eugene Washington

2021 Proxy Statement 47

Compensation Discussion and Analysis

2020 Performance and Compensation
	49	A Message from our Compensation & Benefits Committee Chairman
	50	2020 Summary
	51	2020 Annual Incentive Goals and Performance
	57	2018-2020 Performance Share Unit (PSU) Payout
	60	CEO Performance and Compensation Decisions
	61	Other Named Executive Officer Performance
	62	Compensation Decisions for 2020 Performance
	65	2020 Say on Pay Results and Shareholder Engagement
Executive Compensation Philosophy
	66	Key Features of Our Executive Compensation Program
	66	Guiding Principles
Components of Executive Compensation
	67	Base Salary, Annual Incentive, and Long-Term Incentives
	70	Executive Perquisites & Other Benefits
	71	Compensation Target Setting Process and Pay Position
	71	2020 Pay Mix at Target
Peer Groups for Pay and Performance
	72	Executive Peer Group
	73	Competitor Composite Peer Group
Compensation Decision Process
	74	Importance of Our Credo Values in Assessing Performance
	74	Assessing "The What" and "The How"
	74	Aligning Compensation to "The What" and "The How"
Governance of Executive Compensation
	75	Governance of Executive Compensation
	76	Independence of Compensation Consultant
Additional Information Concerning Executive Compensation
	77	Use of Tally Sheets
	77	Limited Employment Arrangements and Agreements
	77	Stock Ownership Guidelines for Named Executive Officers
	78	Executive Compensation Recoupment Policy
	78	Tax Impact on Compensation
	78	Compensation Decisions for 2019 Performance