DEF 14A 1 a2022jnjproxy.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders of Johnson & Johnson to be held on April 28, 2022:
The Proxy Statement and Annual Report to Shareholders are available at
https://www.investor.jnj.com/annual-meeting-materials



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March 16, 2022
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 2022 Annual Meeting will be held online in a virtual format.
You or your proxyholder will be able to attend the 2022 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/JNJ2022 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.
WhenWhere
Date
Thursday, April 28, 2022
www.virtualshareholdermeeting.com/JNJ2022
Time10:00 a.m., Eastern Time
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. Approval of Company's 2022 Long-Term Incentive Plan;
4. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022;
5. Vote on the ten shareholder proposals contained in this Proxy Statement, if properly presented at the Annual Meeting; and
6. Transact such other matters as may properly come before the Annual Meeting and at any adjournment or postponement of the Annual Meeting.
Voting:
You are eligible to vote if you were a shareholder of record at the close of business on March 1, 2022.
Ensure that your shares are represented at the meeting by voting in one of several  ways:
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To vote VIA THE INTERNET prior to the meeting, go to the website listed on your proxy card or notice.
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To vote BY PHONE, call the telephone number specified on your proxy card or on the website listed on your notice.
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If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote BY MAIL.
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To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/JNJ2022 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,
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MATTHEW ORLANDO
Worldwide Vice President, Corporate Governance
Corporate Secretary



A Message from Our CEO
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Dear fellow shareholders,
On behalf of our entire Board and all our employees, I want to thank you for your investment in Johnson & Johnson. We are pleased to have delivered another year of strong sales and earnings growth in 2021, as well as a record $14.7 billion in R&D investment, while advancing our work to improve healthcare outcomes around the world.
The key to our success has always been, and remains, our people. I admire our colleagues’ eagerness to tackle some of healthcare’s toughest challenges and to continue advancing the Company’s innovation agenda for the benefit of patients and consumers. Thanks to their relentless dedication, particularly in the face of continued challenges presented by COVID-19, we delivered for all our Credo stakeholders in 2021. I am incredibly proud of our work leveraging our scientific expertise, operational scale, and financial strength to advance the work of our COVID-19 vaccine and respond to the pandemic more broadly. By keeping global equity at the forefront, prioritizing our patients and customers, protecting our employees and delivering critical support for communities and health workers on the frontlines, we have both lived into Our Credo values and delivered value to our shareholders. The performance of our world-class team during these turbulent times reinforces the optimism I feel about the future of Johnson & Johnson.
As I consider the last two years, it is clear how COVID-19 has changed global perceptions and attitudes towards healthcare. It revealed significant opportunity for change and improvement, while at the same time creating a renewed optimism around the power of science to change the trajectory of human health. People are focused on personal and societal health in new and urgent ways and demanding that companies deliver on their promises and act with purpose. I believe Johnson & Johnson is uniquely positioned to lead the way in answering those calls as the global healthcare landscape evolves.
We enter fiscal 2022 ready to thrive in this highly dynamic business environment. Our strong foundation allows us to continue prioritizing meaningful innovation and making the right choices for the long-term value of our business on behalf of our core stakeholders—the patients and consumers, healthcare workers and employees, partners and shareholders who depend on us. We also remain committed to—and hold ourselves accountable for—changing the trajectory of health for humanity through efforts based on our environmental, social and governance (ESG) priorities. These practices drive value creation by building stakeholder trust, driving innovation, mitigating risk, increasing productivity, and fostering employee engagement.
As a member of the Executive Committee since 2016, I have had the privilege of working closely with the diverse, experienced and independent members of our Board of Directors as well as our incredibly strong and committed executive leadership team. Guided and supported by these relationships, our strategic focus for the year ahead is centered on three priorities:
Driving our MedTech business to become a best-in-class performer. In 2021, we enhanced the competitiveness of our MedTech business, with eleven platforms that are worth over $1 billion. Almost all our priority platforms are holding or gaining share. Looking ahead, we are committed to continuing to improve execution, while also increasing the cadence of innovation with a focus on organic and inorganic expansion into higher growth markets and market segments. Together, the capabilities and synergies of our MedTech and Pharmaceutical businesses will constitute a new Johnson & Johnson that is uniquely positioned to accelerate growth, bring differentiated therapies that span both segments, and offer new levels of integrated, comprehensive care to patients worldwide.
Ensuring the successful creation of the New Consumer Health Company as a standalone industry leader. In keeping with our commitment to take bold actions to evolve our business for the future, we announced the planned separation of our businesses into two leading, publicly traded companies in November 2021. Our Consumer Health business grew competitively last year and has made significant progress in improving its margin profile over the last few years. We continue to believe that operating as two standalone companies will advance more targeted business strategies, accelerate growth, and deliver improved outcomes for both patients and consumers, which ultimately will deliver greater value to shareholders.
I want to end by thanking you for your continued trust and confidence in our Company. I am deeply honored to be the eighth CEO of Johnson & Johnson and to serve as a member of the Company’s Board. I look forward to leading our more than 140,000 employees and working with my fellow Directors to advance Our Credo and Our Purpose to address the world's toughest health challenges, while driving value for our shareholders.
Sincerely,
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Joaquin Duato
Chief Executive Officer
Advancing our global leadership in Pharmaceuticals. We are building upon our strong Pharmaceutical portfolio and promising pipeline to position us to continue delivering above-market growth rates and to manage through potential patent expiries as we have done in the past. We are laser-focused on our long-term goal of growing to a $60 billion segment by 2025.
22022 Proxy Statement
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A Message from Our Lead Director
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Dear fellow shareholders,
As our 2022 Annual Meeting draws near, it is my distinct pleasure as your Lead Director to outline the efforts of the Board of Directors to provide robust, independent oversight in furtherance of your interests. Always guided by Our Credo values, members of the Board leverage their diverse backgrounds, skills and experiences to oversee strategy and evaluate performance to ensure the long-term, sustainable success of Johnson & Johnson.
We see opportunity in challenging times.
We find ourselves in a period of great change, both inside and outside the Company. Consistent with Johnson & Johnson’s century-plus history of responding to some of the most pressing healthcare challenges, the Company and the Board embrace the opportunity to continue to adapt and evolve to manage risk, drive growth, and, most significantly, meaningfully advance Our Purpose to blend our heart, science and ingenuity to profoundly change the trajectory of health for humanity. As leaders of the world’s largest healthcare company, we consider it a core responsibility of the Board to capitalize on the Company’s position of strength to guide Johnson & Johnson both to address the pressing concerns of today, including through continued efforts relating to the COVID-19 pandemic as further described on page 11 of this Proxy Statement, and to be prepared to meet the challenges of tomorrow. With this responsibility in mind, the Board oversaw many strategic developments in 2021, including the decision to separate our Consumer Health business and appoint a new Chief Executive Officer.
We provide engaged, independent oversight of Johnson & Johnson’s long-term strategy.
The Board works closely with senior management to formulate and oversee the Company’s long-term strategy to ensure that Johnson & Johnson is positioned to lead in an ever-changing global healthcare landscape. In 2021, we worked in close coordination with senior management to formulate and execute on several key strategic imperatives, including the announcement of our plans to create two global leading companies that are better positioned to accelerate innovation, serve patients and consumers and pursue more targeted business strategies through the anticipated separation of our Consumer Health business. The Board is excited about the prospects of enabling Johnson & Johnson to remain committed to developing life-saving and life-changing solutions in the Pharmaceutical and MedTech spaces, while simultaneously creating a leading, independent Consumer Health company with the agility and speed to effectively address the needs of its consumers. Consistent with the Board’s role of robust, independent oversight, we have formed a Special Committee to oversee the separation.
The onset of 2022 also brought the culmination of thoughtful long-term succession planning, with the appointment of Joaquin Duato as Chief Executive Officer and Director, as well as the promotion of several new members to the Executive Committee. The Board appreciates the critical nature of smooth management transitions and is thrilled at the prospect of working even more closely with Joaquin, a proven Credo-driven leader with a 30-year track record of integrity and business success at Johnson & Johnson. We greatly appreciate Alex Gorsky’s ongoing commitment to Johnson & Johnson as part of the transition through his role as Executive Chairman and are confident that the Company has the right leadership to seize the moment and lead the Company into the future.
We value shareholder feedback and continually ensure our Directors bring diverse experiences and skills to bear.
As Lead Director, I relish the opportunity to engage with shareholders and other key stakeholders, and I consider it a core responsibility to share insights gleaned from these conversations
with my fellow Directors. Building on that feedback, we seek to deepen our commitment to a diversity of perspectives and experiences in our Boardroom. This year, the Board is pleased to introduce Mr. Darius Adamczyk, Chairman and Chief Executive Officer of Honeywell International Inc. Darius is a skilled CEO of a complex, multinational conglomerate that operates at the critically relevant intersection of technology and manufacturing, and we are confident that his remarkable leadership and experience, particularly with respect to separations, portfolio management and M&A, will drive business success and serve the interest of our shareholders.
The Board also appreciates valuable shareholder feedback on a variety of important corporate governance issues, including with respect to the design of our executive compensation program. We take our responsibility to align management incentives with shareholder outcomes seriously, always seeking to drive management to pursue robust short-term results without ever compromising Our Credo values or sacrificing sustainable long-term growth. We have engaged repeatedly and deeply on this topic, including through a joint meeting of the Compensation & Benefits Committee and Audit Committee to meaningfully evaluate the appropriate treatment of special items, and we invite you to review additional disclosure on this topic beginning on page 59 of this Proxy Statement.
We monitor and oversee the critical risks facing the Company and its reputation.
Among the Board’s most crucial responsibilities is risk oversight. In 2021, we continually reviewed the Company’s quality and compliance practices to ensure they are designed to produce safe, high-quality products, and meaningfully engaged with senior management and compliance leaders to ensure that Johnson & Johnson is identifying and mitigating the most significant risks of the moment, as well as anticipating and preparing for future risks. We also appreciate and fully embrace the opportunity to advance our commitment to Environmental, Social and Governance (ESG) matters. We welcome you to review our increasingly transparent disclosure of ESG priorities and practices as further described beginning on page 35 of this Proxy Statement and look forward to continuing to engage with our shareholders on these critical matters that impact all of our stakeholders.
Please vote.
Johnson & Johnson remains steadfastly committed to Our Credo, anchored in the long-held belief that by honoring our first responsibility to patients, healthcare providers and customers who use our products, we will ensure that our shareholders should realize a fair return. On behalf of the full Board, I sincerely thank you for your continued trust and investment in Johnson & Johnson. Your vote is important, and we kindly request that you support our voting recommendations contained in this Proxy Statement and invite you to share your perspectives with us throughout the year.
Sincerely,
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Anne Mulcahy
Lead Director
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2022 Proxy Statement
3


Table of Contents
A Message from Our CEOIndex of Frequently Requested Information
A Message from Our Lead Director
2022 Proxy Statement — Summary
Voting Overview and Vote Recommendations of Board — Items of Business
Corporate Governance Highlights
Our COVID-19 Response Efforts
Board of DirectorsAnnual Meeting Attendance
ITEM 1: Election of Directors
Anti-Pledging, Hedging Policy
Director Nomination Process, Board Refreshment and Board CompositionAuditor Fees
NomineesAuditor Tenure
Board Leadership StructureBoard Evaluation
Board CommitteesBoard Leadership Structure
Board Meetings and ProcessesBoard Meeting Attendance
Board Oversight of StrategyCEO Pay Ratio
Oversight of RiskCEO Performance Evaluation
Oversight of ESGCompensation Consultant
Oversight of Human Capital Management Compensation Summary
Shareholder EngagementCOVID-19 Response
Director IndependenceCorporate Governance Highlights
Related Person TransactionsDirector Biographies
Stock Ownership and Section 16 ComplianceDirector Independence
Director CompensationDirector Overboarding Policy
Compensation of ExecutivesDirector Qualifications
ITEM 2: Advisory Vote to Approve Named Executive Officer Compensation
Diversity, Equity and Inclusion
Compensation Committee ReportExec. Comp. Recoupment Policy
Compensation Discussion and AnalysisHuman Capital Management
2021 Performance and CompensationLead Director Duties
Executive Compensation PhilosophyLong-Term Incentives
Components of Executive CompensationNotice and Access
Peer Groups for Pay and PerformanceOversight of ESG
Compensation Decision ProcessPay For Performance
Governance of Executive CompensationPeer Group Comparisons
Additional Information Concerning Executive CompensationPerquisites
Executive Compensation TablesPolitical Spending Oversight
2021 Summary Compensation TableProxy Access
2021 Grants of Plan-Based AwardsRelated Person Transactions
2021 Outstanding Equity Awards at Fiscal Year-EndRisk Oversight
2021 Option Exercises and Stock VestedSeverance Benefits
2021 Pension BenefitsShareholder Engagement
2021 Non-Qualified Deferred CompensationShareholder Proposals
2021 Potential Payments Upon TerminationStock Ownership Requirements:
Ratio of the Annual Total Compensation of the Median-Paid Employee to CEO  for Directors
Company's 2022 Long-Term Incentive Plan  for Executive Officers
ITEM 3: Approval of the Company's 2022 Long-Term Incentive Plan
Stock Ownership
Audit MattersWebsites and Resources
Audit Committee ReportVoting
ITEM 4: Ratification of Appt. of Independent Registered Public Accounting Firm
Shareholder Proposals
ITEMS 5 - 14: Shareholder Proposals
General Information
General Information
4
2022 Proxy Statement
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2022 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
 Diverse slate of Director nominees with broad and relevant leadership and experience.
 All nominees are independent, except the Executive Chairman and Chief Executive Officer.
 Average Director tenure is five years, with frequent refreshment.
Management Proposals: Please Vote FOR all Management Proposals
2
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 81).
3
Granting long-term incentives in the form of equity-based awards is crucial in promoting our long-term financial growth and stability.
The 2022 Long-Term Incentive Plan aligns the interests of participants with those of our shareholders.
4
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
5
The Company is committed to sound principles of corporate governance and a track record of extensive shareholder engagement.
Other than the proponent of this shareholder proposal, none of our other shareholders have expressed to us an interest in having us adopt a mandatory arbitration bylaw.
6
The Board and management continually review the Company’s diversity, equity and inclusion (DEI) policies, practices and goals.
The Company produces two annual publications describing its progress towards its DEI goals.
The Company is committed to addressing racial and social justice through Our Race to Health Equity platform.
The Company embraces DEI as a key driver of its success and intends to continue to publicly demonstrate its commitment to DEI in all aspects of its business.
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2022 Proxy Statement
5

7
The Board and management continually review the Company’s DEI policies, practices and goals.
The Company produces two annual publications describing its progress towards its DEI goals.
We are committed to addressing racial and social justice through Our Race to Health Equity platform.
The Company embraces DEI as a key driver of its success and intends to continue to publicly demonstrate its commitment to DEI in all aspects of its business.
8
Global equity has been at the forefront of our COVID-19 response from the beginning of the pandemic.
In 2021, approximately 70% of our global vaccine supply was made available to low- and middle-income countries. In 2022, Johnson & Johnson will continue to focus on vaccine access in those countries where people are in the greatest need.
The annual Janssen U.S. Transparency Report already details our responsible business practices.
9
The Company’s published Position on COVID-19 and Intellectual Property (IP) Rights already publicly states our position. We simply would not have a vaccine, nor would we have been able to scale up production, without a reliable IP framework.
The Company has reached an advanced stage in discussions for a potential licensing agreement, which if completed would enable the first COVID-19 vaccine to be manufactured and sold by an African company for people living in Africa.
10
Decades of science have reaffirmed the safety of cosmetic talc in JOHNSON’S® Baby Powder.
Patient safety and product quality have always been and will remain the Company’s first priority.
11
The Company already regularly reports on its charitable giving programs.
The Company has implemented rigorous approval and oversight processes for its charitable giving.
12
Our 2022 global political engagement strategic imperatives are detailed on our website and align with our commitment to the promise of Universal Health Coverage.
The Company is a leader with respect to transparency of its political and other engagements.
We have robust governance and oversight practices in place for our political engagement programs.
13
The Board actively oversees and monitors the Company’s executive compensation programs in order to ensure alignment with our Credo and promote the creation of long-term value for our shareholders.
The Company provides extensive disclosure about its executive compensation programs and the processes in place to (i) mitigate compliance risk and litigation exposure and (ii) determine when it is appropriate to exclude certain legal and compliance costs from financial performance metrics.
Shareholders have not expressed an interest in the changes the proposal requests.
14
The Board is deliberate and diligent in its approach to evaluating the Company's executive compensation program, which already contemplates workforce compensation information.
The Company supports the right of individuals to fair compensation for their work and aims to provide competitive compensation and valuable benefits for employees at all levels.
6
2022 Proxy Statement
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DIRECTOR NOMINEES (pages 15 to 21)
NameAgeDirector SincePrimary OccupationBoard Committees
AUDCBNCGRCSTSFIN
D. AdamczykI562022Chief Executive Officer, Honeywell International
ü*
M. C. BeckerleI672015Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah
ü
C
D. S. DavisI702014Former Chairman and Chief Executive Officer, United Parcel Service, Inc.C
ü*
ü*
I. E. L. DavisI712010
Non-Executive Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company
ü
ü
J. A. DoudnaI582018Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley
ü
ü
J. DuatoD592022Chief Executive Officer, Johnson & Johnson
A. GorskyCH612012Executive Chairman, Johnson & JohnsonC
M. A. HewsonI682019Executive Chairman, Former Chairman and Chief Executive Officer, Lockheed Martin CorporationC*
ü
H. JolyI622019Former Chairman and Chief Executive Officer, Best Buy Co., Inc.
ü
ü
M. B. McClellanI582013Director, Duke-Robert J. Margolis, MD, Center for Health Policy, Duke University
ü
ü
A. M. Mulcahy
 LD I
692009Former Chairman and Chief Executive Officer, Xerox Corporation
ü
C
ü
A. E. WashingtonI712012Duke University's Chancellor for Health Affairs; President and Chief Executive Officer, Duke University Health System
ü
ü
M. A. WeinbergerI602019Former Chairman and Chief Executive Officer, EY (Ernst & Young)
ü
C
N. Y. WestI602020Former Lieutenant General, U.S. Army
ü*
ü
Number of meetings in 2021885450
*At our April 2022 Board Meeting, the following 1) appointments will be effective: Mr. Adamczyk, Member, CB; Ms. Hewson, Chair, CB; Dr. West, Member, RC; Mr. S. Davis, Member, NCG; 2) removal will be effective: Mr. S. Davis, Member, CB
CHExecutive Chairman of the BoardAUDAudit CommitteeRCRegulatory Compliance Committee
CCommittee ChairDDirectorSTSScience, Technology & Sustainability Committee
LDLead DirectorCBCompensation & Benefits Committee
IIndependent DirectorNCGNominating & Corporate Governance CommitteeFINFinance Committee
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2022 Proxy Statement
7

2021 Executive Compensation Summary
Our Credo
Since 1943, Our Credo has guided us in fulfilling our responsibilities to our customers, employees, communities, and shareholders. In assessing our named executive officers’ contributions, we look to results-oriented measures of performance as well as how those results were achieved. We consider whether the decisions and actions leading to the results were consistent with the values embodied in Our Credo and the long-term impact of the decisions.
2021 Say on Pay Results
Approximately 57% of the votes were cast in favor of our executive compensation program as disclosed in our 2021 Proxy Statement (the “Say on Pay” vote). We take our Say on Pay results seriously and discussed it with our shareholders during our fall engagement season. We describe our Say on Pay results, what we heard, and what we did in detail beginning on page 59.

Shareholder Engagement
Depth of the Fall Engagement Season (see our Shareholder Engagement section on page 42):

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2021 Company Performance and Annual Incentives
Despite continued COVID-19 related challenges, the Company delivered strong results. We exceeded our 2021 enterprise financial goals. We also performed well against key enterprise strategic objectives, which the Compensation & Benefits Committee assessed at 95% of target.
To align the enterprise payout more closely with those of the business units, the Compensation & Benefits Committee used its discretion and reduced the enterprise 2021 annual incentive payouts by 11.2% points to 130.0%. We describe our 2021 annual incentive goals and performance under “2021 Annual Incentive Goals and Performance” on pages 61 to 65.
2019-2021 Performance Share Unit (PSU) Payout
Our 2019-2021 PSUs paid out at 91.3% of target. We did not adjust our goals due to the impact of COVID-19. We describe the performance of our 2019-2021 PSUs in more detail on pages 66 to 68.
Compensation for 2021 Performance and CEO Transition
The Board approved Alex Gorsky’s 2021 annual incentive payout at 130.0% of target based on the weighted financial and strategic performance of the Company. The Board used its discretion in reducing annual incentive payouts for certain named executive officers, including the CEO, as described in more detail on page 69. The Board also approved Mr. Gorsky's long-term incentive award based on 2021 performance at 125% of target.
As announced on August 19, 2021, Joaquin Duato assumed the role of Chief Executive Officer effective January 3, 2022. In conjunction with the CEO transition, the Board approved compensation changes for Messrs. Duato and Gorsky. We describe these changes, as well as the performance and compensation of our other named executive officers, on pages 70 to 73.
8
2022 Proxy Statement
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Corporate Governance Highlights
Johnson & Johnson is governed by the values set forth in Our Credo, which extend to our corporate governance practices and are reflected in our By-Laws and Principles of Corporate Governance. The Nominating & Corporate Governance Committee reviews our Principles of Corporate Governance and our overall governance practices on an annual basis to ensure that our corporate governance practices continue to meet the high standards expected by our shareholders. Our Principles of Corporate Governance can be found at https://www.investor.jnj.com/corporate-governance.
Effective Board Structure and Composition
Strong Independent Board LeadershipAll Directors other than our Executive Chairman and CEO are independent. All Committees other than the Finance Committee are comprised solely of independent Directors.
Independent Lead DirectorThe independent Directors appoint a Lead Director on an annual basis.
Annual Review of Board LeadershipThe Nominating & Corporate Governance Committee conducts an annual review of the Board leadership structure to ensure effective Board leadership.
Executive Sessions of Independent DirectorsIndependent Directors meet in Executive Session without management present at each Board and Committee meeting.
Private Committee Sessions with Key Compliance LeadersIndependent Directors hold private Committee sessions with key compliance leaders without the Executive Chairman or CEO present.
Rigorous Board and Committee EvaluationsThe 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 BoardThe Board is committed to diversity, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics.
Mandatory Director Retirement AgeMandatory retirement age of 72 years for all Directors.
Responsive and Accountable to Shareholders
Annual Election of DirectorsEach Director is elected annually to ensure accountability to our shareholders.
Majority Voting Standard for Director ElectionsIn 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 StockOur common stock is the only class of shares outstanding.
Proxy AccessEach 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 PolicyA 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 PlanWe 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-LawsOur Amended and Restated Certificate of Incorporation and By-Laws contain majority standards for all actions requiring shareholder approval.
Shareholder Right to Call a Special MeetingShareholders 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 CauseDirectors may be removed by shareholders with or without cause.
Active Shareholder EngagementSee pages 42 to 44 for more information on our shareholder engagement program.
Annual Say on Pay Advisory VoteShareholders are asked to vote annually on our named executive officer compensation.
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2022 Proxy Statement
9

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 https://www.investor.jnj.com/corporate-governance).
Code of Business ConductWe have a comprehensive Code of Business Conduct designed to provide Directors, senior executives and employees with guidance on our Company’s compliance policies. Directors, members of the Company's Executive Committee and all employees receive biennial training on the Code of Business Conduct.
ESG Governance and OversightOur ESG risk management approach is designed to effectively govern and manage the ESG risks and opportunities that are integral to our core business strategy. Significant ESG risks are reviewed and evaluated by the Board and its Committees as part of their ongoing risk oversight of our Company. See page 35 for more information on Oversight of ESG.
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 GuidelinesCompany ownership guidelines require our CEO to own shares equal to twelve times his/her base salary and each of our other named executive officers to own sufficient shares to equal six times their base salaries. See “Stock Ownership Guidelines for Named Executive Officers” on page 86.
Political Spending Oversight and Disclosure
As a leader in the healthcare industry, we are committed to supporting the development of sound health policies. We work with many organizations across the political spectrum on a variety of policy issues related to health and other topics that impact patients, consumers and our Company. As a result of constructive engagement with a number of our institutional investors, we were an early mover on the disclosure of corporate political expenditures and activities, and we have expanded that disclosure over the years as we continue the dialogue with our shareholders on this issue.
At the beginning of the 117th U.S. Congress in early 2021, Johnson & Johnson paused all political contributions for a further review of our giving policies and criteria. While we have always maintained stringent political giving criteria to govern our contributions, we undertook an extensive review of our corporate political giving program and the Johnson & Johnson Political Action Committee (Johnson & Johnson PAC) and modified both to ensure they are positioned to fulfill their mission in support of Our Credo and to enable agile decision-making. With revised giving criteria in place, we have reinstated our corporate political giving program and Johnson & Johnson PAC contributions.
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
https://www.investor.jnj.com/political-engagement.
Other Corporate Disclosure
U.S. Pharmaceutical Pricing Transparency Disclosure
Our U.S. Pharmaceuticals business provides extensive disclosures on our responsible business practices in its annual Janssen U.S. Transparency Report. We are pleased that our revenue growth has been primarily attributable to increased volume arising from increased demand for our products rather than price increases. You can find the Janssen U.S. Transparency Report at transparencyreport.janssen.com.
Disclosure on Environmental, Social and Governance Topics
We provide extensive disclosures on our corporate citizenship and sustainability efforts in our annual Health for Humanity Report found at healthforhumanityreport.jnj.com. As part of our Health for Humanity Report publication in June 2021, we publicly disclosed our U.S. Federal Employer Information Report EEO-1, and we annually publish the You Belong: Diversity, Equity & Inclusion Impact Review (DEI Impact Review), which examines how the Company’s global DEI strategy has been a key driver of innovation and business outcomes since our founding over 130 years ago. The DEI Impact Review can be found at https://youbelong.jnj.com/. We also publish an index of our ESG policies and positions to help our stakeholders understand our perspective on relevant ESG issues, which can be found at jnj.com/esg-resources. 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 https://www.investor.jnj.com/board-report-on-oversight-of-risk-related-to-opioids.
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Our COVID-19 Response Efforts
Johnson & Johnson has been actively engaged in fighting pandemics for over a century. In response to the COVID-19 pandemic, the Company’s more than 140,000 employees around the world mobilized with urgency to address the critical needs of families, communities and healthcare providers.
Our Patients and Customers
As a leader in global health, our top priority is our patients and customers. The Company has robust business continuity plans in place across its global supply chain network to prepare for unforeseen events like the coronavirus pandemic and to deliver for the one billion customers and patients who rely on its products during this unprecedented time. We continue to take measures to ensure that we are able to provide access to the medicines, products and solutions they depend on.
Global equity has been at the forefront of the Johnson & Johnson COVID-19 response from the beginning of the pandemic, and the not-for-profit pricing of the Company’s COVID-19 vaccine applied to all commitments in 2021.
The Company has entered into agreements or is in an advanced stage in discussions:
To make available and, commensurate with demand, supply up to 900 million doses of its COVID-19 vaccine to the African Union (via AVAT) and the COVAX Facility, combined;
To enable access to its COVID-19 vaccine through a novel mechanism – the COVAX Humanitarian Buffer; and
To enable the first COVID-19 vaccine to be manufactured and sold by an African company for people living in Africa through a potential licensing agreement with Aspen SA Operations (Pty) Ltd., one of the first manufacturers producing the vaccine in our network.
In 2021, through our supply agreements and country donations, approximately 70% of our global vaccine supply was shipped to low- and middle-income countries, with approximately 40% of our global supply going to COVAX, including through countries' dose donations. In 2022, Johnson & Johnson will continue to focus on fulfilling our agreements with COVAX and AVAT to provide access to our vaccine in those countries where people are in the greatest need.
Our Employees
Protecting and supporting our employees during the COVID-19 pandemic continues to be a top priority and our approach includes:
keeping employees informed of local COVID-19 transmission rates and corresponding risk levels and taking appropriate action to trigger remote working and facilities adaptations for social distancing;
promoting the health and safety of our employees in the workplace through robust layers of protection;
enhanced cleaning and access to cleaning supplies and personal protective equipment;
supporting employees with pay continuity, benefits and well-being tools; and
recognizing extraordinary employee contributions at work and in our communities.
Our offices and sites once again closed Company-wide for one day in May 2021 to allow colleagues to recharge. We also continued to offer one additional working week of paid time off for tens of thousands of essential on-site employees and a paid leave program for our medical staff who want to volunteer on the frontlines against COVID-19. In 2021, in recognition of the new way of working, we initiated J&J Flex, a hybrid model that empowers our office-based employees to find the right productivity and balance of in-person and remote work.
Our Communities
We are delivering critical support for communities and health workers on the frontlines. In addition, we recognize the urgent need to eliminate the inequities rooted in systemic racism that threaten the health of communities of color. In 2021, in an effort to address a lack of access to adequate COVID-19 testing within communities of color, Johnson & Johnson collaborated with partners across the United States to offer mobile COVID-19 testing via vans and at sites like churches and schools in underserved communities, including the Henry Ford Health System in Detroit, LCMC Health in New Orleans, Louisiana State University in Shreveport, Fort Defiance Indian Hospital Board, Inc. in Arizona (to service the Navajo Nation, which has also been disproportionately impacted by COVID-19) and Partners in Health in North Carolina and Immokalee, Florida (to provide community healthcare support for migrant workers).
Our Shareholders
Despite continued and evolving impact from COVID-19 globally, Johnson & Johnson delivered another strong year of sales and earnings growth in 2021. 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.
For more information about the Company's response to the COVID-19 pandemic, please see www.jnj.com/coronavirus.
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2022 Proxy Statement
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Item 1: Election of Directors
Nominees
There are 14 Director nominees for election at our 2022 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 Mr. Joaquin Duato, who was appointed to the Board on January 3, 2022, and Mr. Darius Adamczyk, who was appointed to the Board on February 15, 2022. Mr. Duato was initially identified as a potential nominee by members of the Board, and the Nominating & Corporate Governance Committee recommended Mr. Duato for appointment to the Board in connection with his appointment as CEO.

New Independent Director Nominee
Mr. Adamczyk was recommended for appointment by the Nominating & Corporate Governance Committee, in keeping with the Board’s commitment to refreshment and seeking out Director candidates who have been leaders of large, complex organizations, as well as candidates with diverse backgrounds, skills and experiences. Mr. Adamczyk was recommended for the Committee's consideration by an independent Director. The Nominating & Corporate Governance Committee conducted a thorough review of Mr. Adamczyk before recommending him for appointment to the Board and for nomination at the 2022 Annual Meeting.
In keeping with the Board's policy on retirement of Directors, neither Mr. Charles Prince, appointed to the Board in 2006, nor Mr. Ronald A. Williams, appointed to the Board in 2011, will stand for re-election. We join the Board in thanking Mr. Prince and Mr. Williams for their service.
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 the 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 164. 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 https://www.investor.jnj.com/corporate-governance.
General Criteria for Nomination to the Board
Candidates for the Board should meet the following criteria:
The highest ethical character and share Our Credo values
Strong personal and professional reputation consistent with our image and reputation
Proven record of accomplishment within candidate’s field, with superior credentials and recognition
Leadership of a major complex organization, including scientific, government, educational and other non-profit institutions
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The Board also seeks Directors who:
Are widely recognized leaders in the fields of medicine or biological sciences, including those who have received the most prestigious awards and honors in their fields
Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience
Are independent, without the appearance of any conflict in serving as a Director, and independent of any particular constituency, with the ability to represent all shareholders
Exercise sound business judgment
Are diverse, reflecting differences in skills, regional and industry experience, background, race, ethnicity, gender and other unique characteristics
Board and Committee Evaluations
Board and Committee self-evaluations are critical to help ensure the continued effective functioning of the Board. Our Principles of Corporate Governance also require that the Board and each Committee conduct an annual self-evaluation. These self-evaluations are intended to facilitate a candid assessment and discussion by the Board and each Committee of its effectiveness in fulfilling its responsibilities.
Board Evaluations: At the end of 2021, the Executive 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 and a continued focus on Board refreshment and composition to address.
Committee Evaluations: Committee members complete a written questionnaire to facilitate self-evaluation during an Executive Session of each Committee. Upon completion of the self-evaluation, the Committee Chair shares the results and any follow-up actions with the full Board.
Board Refreshment and 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 also ensures that new Directors are able to dedicate sufficient time to the Board and deliver a high level of performance of their duties. The Board welcomed seven new directors in the past five years. Mr. Darius Adamczyk was appointed to the Board on February 15, 2022 after being recommended for appointment by the Nominating & Corporate Governance Committee. His appointment is in keeping with the Board’s commitment to refreshment and seeking out Director candidates with strategic leadership experience with large, complex organizations. Mr. Adamczyk was identified for consideration by an independent Director, and the Nominating & Corporate Governance Committee conducted a thorough review of Mr. Adamczyk before recommending him for appointment to the Board and for nomination at the 2022 Annual Meeting. Mr. Duato was recommended for nomination to the Board in connection with his appointment as CEO.
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2022 Proxy Statement
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Below are highlights of the composition of the Director nominees:a20220301_proxyxinfographib.jpg
Multidisciplinary Skills Categories
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Academia/Government Leadership or senior advisory position in government or with an academic institution (either in an administrative or faculty role)
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Digital Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy
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Executive Leadership Senior management position, including as chief executive officer, at a large publicly-traded or private company, or other large complex organization (such as government, academic or not-for-profit)
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Financial Significant experience in positions requiring financial knowledge and analysis, including in accounting, corporate finance, treasury functions and risk management from a financial perspective
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Healthcare Industry Management-level experience in an industry involving healthcare products or services
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International Business/Strategy
Leadership position in an organization that operates internationally, especially on a broad basis and/or in the geographic regions in which the company operates
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Marketing/Sales Strategic or management experience involving the marketing and branding of products, including for retail markets
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Regulatory Work experience within a government-regulated or in a heavily regulated industry
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Science/Technology Advanced scientific or technological degree and related work experience in a scientific or technological field
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The Board of Directors recommends a vote FOR election
of each of the below-named Director nominees.
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Darius Adamczyk
Independent Director since 2022
Biography
Mr. Adamczyk, age 56, has been the Chairman and Chief Executive Officer of Honeywell International Inc. since April 2018. Mr. Adamczyk was President and Chief Executive Officer from March 2017 to April 2018 and Chief Operating Officer from April 2016 to March 2017. From April 2014 to April 2016, Mr. Adamczyk served as President and CEO of Honeywell Performance Materials and Technologies (PMT). Prior to serving as President and CEO of PMT, Mr. Adamczyk served as President of Honeywell Process Solutions from 2012 to 2014 and as President of Honeywell Scanning and Mobility from 2008 to 2012. Mr. Adamczyk joined Honeywell in 2008 when Honeywell acquired Metrologic, Inc., where he was the Chief Executive Officer. Prior to Metrologic, Mr. Adamczyk held several general management assignments at Ingersoll Rand, served as a senior associate at Booz Allen Hamilton and started his career as an electrical engineer at General Electric. He is a member of the US-China Business Council, Business Roundtable and The Business Council.
Skills & Qualifications
Senior leadership roles in global organizations, both large and small
Deep understanding of software, both technically and commercially, and a proven track record in growing software-related businesses
Demonstrated ability to deliver financial results as a leader in a variety of different industries, with disparate business models, technologies and customers
Strategic leadership skills necessary to grow sales organically and inorganically while meeting the challenges of a constantly changing environment across a diverse portfolio
Other Public Board Service:
Honeywell International Inc. (since 2016)
Recent Past Public Board Service:
Garrett Motion Inc. (April 2021 - September 2021)
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Mary C. Beckerle, Ph.D.
Independent Director since 2015
Biography
Dr. Beckerle, age 67, 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. She is an elected Member of the National Academy of Sciences and the American Philosophical Society.
Skills & Qualifications
Expertise in scientific research and organizational management in the healthcare arena
Expertise in management, strategy, finance and operations
Strong focus on patient experience
Current Committees:
Chair, Science, Technology & Sustainability
Member, Regulatory Compliance
Other Public Board Service:
Huntsman Corporation (since 2011)

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D. Scott Davis
Independent Director since 2014
Biography
Mr. Davis, age 70, 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
Member, Special Consumer Health
Other Public Board Service:
Honeywell International Inc. (since 2005)
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Ian E. L. Davis
Independent Director since 2010
Biography
Mr. Davis, age 71, is the former 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, a Senior Advisor at Apax Partners, a private equity firm, and Chairman at Thoughtworks Inc.
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:
Thoughtworks Inc. (since 2021)
Recent Past Public Board Service:
BP, plc (2010-2020)
Rolls-Royce Holdings, plc (2013-2021)

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2022 Proxy Statement
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Jennifer A. Doudna, Ph.D.
Independent Director since 2018
Biography
Dr. Doudna, age 58, 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, Nominating & Corporate Governance
Member, Science, Technology & Sustainability
Other Public Board Service:
None
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Joaquin Duato
Management Director since 2022
Biography
Mr. Duato, age 59, became the Company's Chief Executive Officer, Chairman of the Executive Committee and joined the Board of Directors in January 2022. He joined the Company in 1989 with Janssen-Farmaceutica S.A. (Spain), a subsidiary, and held executive positions of increasing responsibility in the pharmaceutical sector. In 2009, he was named Company Group Chairman, Pharmaceuticals, and in 2011, he was named Worldwide Chairman, Pharmaceuticals. In 2016, Mr. Duato became a member of the Executive Committee and was named Executive Vice President, Worldwide Chairman, Pharmaceuticals. In July 2018, Mr. Duato was promoted to Vice Chairman of the Executive Committee, with responsibility for the company's Pharmaceutical and Consumer Health sectors, supply chain, information technology, global services and the Health & Wellness groups. As a dual citizen of Spain and the United States, Mr. Duato’s international perspective and global lens gives him a deep appreciation of diverse thoughts and opinions. Mr. Duato serves on the Board of Directors of UNICEF USA and Pharmaceutical Research and Manufacturers of America (PhRMA), and he is an Advisory Board Member of Tsinghua University School of Pharmaceutical Sciences.
Skills & Qualifications
Decades of broad experience spanning multiple business sectors, geographies and functions at the world's largest and most broadly-based healthcare company
Globally minded, purpose-driven business leader with a deep commitment to Our Credo values
Other Public Board Service:
Hess Corporation (since 2019)

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Alex Gorsky
Director since 2012
Biography
Mr. Gorsky, age 61, has been Executive Chairman, Board of Directors since January 3, 2022 after serving since 2012 as Chairman, Board of Directors, and Chief Executive Officer, Chairman of the Executive Committee. Mr. Gorsky began his Johnson & Johnson career with Janssen Pharmaceutica Inc. in 1988. Over the next 15 years, he advanced through positions of increasing responsibility in sales, marketing and management. In 2001, Mr. Gorsky was appointed President of Janssen Pharmaceutical Inc., and in 2003 he was named Company Group Chairman of the Johnson & Johnson pharmaceutical business in Europe, the Middle East and Africa. Mr. Gorsky left Johnson & Johnson in 2004 to join Novartis Pharmaceuticals Corporation, where he served as head of the pharmaceutical business in North America. Mr. Gorsky returned to Johnson & Johnson in 2008 as Company Group Chairman for Ethicon. In early 2009, he was appointed Worldwide Chairman of the Surgical Care Group and member of the Executive Committee. In September 2009, he was appointed Worldwide Chairman of the Medical Devices and Diagnostics Group. Mr. Gorsky became Vice Chairman of the Executive Committee in January 2011. Mr. Gorsky serves on the Boards of the Travis Manion Foundation, the National Academy Foundation and the Wharton Board of Overseers. He was a Member of the Board of Business Roundtable and served as the Chairman of its Corporate Governance Committee, and he serves on the Board of Trustees for New York Presbyterian Hospital.
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:
Apple Inc. (since 2021)
International Business Machines Corporation (since 2014)
Recent Past Public Board Service:
None
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Marillyn A. Hewson
Independent Director since 2019
Biography
Ms. Hewson, age 68, served as the Executive Chairman of Lockheed Martin Corporation (aerospace) from June 2020 until March 2021, as Chairman, President and Chief Executive Officer from 2014 to June 2020 and held the positions of Chief Executive Officer and President from January to December 2013. Ms. Hewson served as a Director of Lockheed Martin Corporation from 2012 through March 2021. Ms. Hewson currently serves on the University of Alabama President’s Cabinet and the Culverhouse College of Business Board of Visitors. In addition, she is a fellow of the American Institute of Aeronautics and Astronautics and a member of the Trilateral Commission. Ms. Hewson has also served on several U.S. government advisory bodies, public company boards, and charitable organization boards.
Skills & Qualifications
Expertise in executive and operational leadership in a global, regulated industry
Insight and experience in global business management, strategic planning, cybersecurity, finance, supply chain, leveraged services and manufacturing
Expertise in government relations and human capital management
Current Committees:
Member, Compensation & Benefits
Member, Regulatory Compliance
Other Public Board Service:
Chevron Corporation (since 2021)
Recent Past Public Board Service:
DuPont; DowDuPont Inc. (2007-2019)
Lockheed Martin Corporation (2012-2021)

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2022 Proxy Statement
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Hubert Joly
Independent Director since 2019
Biography
Mr. Joly, age 62, served as the Executive Chairman of Best Buy Co., Inc. (consumer electronics) from June 2019 to June 2020, having joined the company in 2012 as President and Chief Executive Officer and becoming Chairman, President and Chief Executive in 2015. From 2004 to 2008, he was Global President and Chief Executive Officer, Carlson Wagonlit Travel, and then served as President and Chief Executive Officer of Carlson Companies from 2008 to 2012. In 1999, he joined Vivendi as Global Chief Executive Officer, Vivendi Universal Games, and was later appointed Executive Vice President of U.S. Assets and Deputy Chief Financial Officer of Vivendi Universal. Prior roles included, from 1996 to 1999, Vice President, Europe and President of Electronic Data Systems France and, from 1983 to 1996, McKinsey & Company, eventually serving as Partner. Mr. Joly is a Senior Lecturer of Business Administration at Harvard Business School and serves on the Board of Directors of Sciences Po Foundation, the Board of Trustees of the Minneapolis Institute of Art, the New York Public Library and the International Advisory Board of his alma mater, HEC Paris.
Skills & Qualifications
Extensive strategic, operational and financial expertise relevant to international corporations
Successfully led the digital transformation of consumer businesses, with focus on customer experience
Experience in business transformation and human capital management
Current Committees:
Member, Compensation & Benefits
Member, Nominating & Corporate Governance
Member, Special Consumer Health
Other Public Board Service:
Ralph Lauren Corporation (since 2009)
Recent Past Public Board Service:
Best Buy Co., Inc. (2012-2020)
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Mark B. McClellan, M.D., Ph.D.
Independent Director since 2013
Biography
Dr. McClellan, age 58, 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:
Alignment Healthcare (since 2021)
Cigna Corporation (since 2018)

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Anne M. Mulcahy
Independent Director since 2009

Lead Director since 2012
Biography
Ms. Mulcahy, age 69, 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, Audit
Member, Finance
Member, Special Consumer Health
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)
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A. Eugene Washington, M.D., M.Sc.
Independent Director since 2012
Biography
Dr. Washington, age 71, 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
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Mark A. Weinberger
Independent Director since 2019
Biography
Mr. Weinberger, age 60, served as the Global Chairman and Chief Executive Officer of EY (Ernst & Young) (professional services) from 2013 through June 2019, having served as Global Chairman and CEO-elect in the prior year. He was Assistant Secretary of the U.S. Treasury in the George W. Bush Administration and was appointed by President Bill Clinton to serve on the U.S. Social Security Administration Advisory Board. Mr. Weinberger serves as a Senior Advisor to Stone Canyon Industries Holdings Inc. and Teneo. He is an Executive Advisor to G100 and World 50. Mr. Weinberger also serves as a Strategic Advisor to the Board of FCLTGlobal, which focuses on long-term investing and corporate governance. Mr. Weinberger is on the CEO Advisory Council of JUST Capital. He sits on the Board of Directors of the National Bureau of Economic Research (NBER), is a Senior Advisor to Chief Executives for Corporate Purpose (CECP) and is a member of the Aspen Economic Strategy Group. He is a member of the Boards of Trustees for Emory University, Case Western Reserve University, The Concord Coalition, The Greater Washington Partnership and US Council for International Business.
Skills & Qualifications
Experience leading a business and working at the highest levels of government
Track record of driving transformative change in the public and private sectors during periods of unprecedented disruption
Expertise in accounting, compliance and corporate governance, with a strong commitment to corporate purpose
Current Committees:
Chair, Regulatory Compliance
Member, Audit
Member, Special Consumer Health
Other Public Board Service:
Accelerate Acquisition Corp. (since 2021)
MetLife Inc. (since 2019)
Saudi Aramco (since 2019)
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Nadja Y. West, M.D.
Independent Director since 2020
Biography
Dr. Nadja West, age 60, 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)
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Board Leadership Structure
Executive Chairman of the Board: 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 2021 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.
The Nominating & Corporate Governance Committee reviews the Board's leadership structure on an annual basis and at other appropriate times, including whether the roles of Chairman and Chief Executive Officer should be held by one individual or should be separated. The Principles of Corporate Governance can be found at https://www.investor.jnj.com/corporate-governance.
In conducting its review, the Committee considers, among other things:
The effectiveness of the policies, practices and people in place at our Company to help ensure strong, independent Board oversight
Our Company’s performance and the effect a specific leadership structure could have on its performance
The Board’s performance and the effect a specific leadership structure could have on performance, including the Board's efficacy at overseeing specific enterprise risks
The Chairman’s performance in that role (separate and apart from his/her performance as CEO, if applicable)
The views of our Company’s shareholders as expressed both during our shareholder engagement and through voting results at shareholder meetings
Applicable legislative and regulatory developments
The practices at other similarly situated companies and trends in governance
In August 2021, the Company announced that Mr. Alex Gorsky will serve as Executive Chairman of the Company and, effective January 3, 2022, transition the Chief Executive Officer role to Mr. Joaquin Duato, who previously served as Vice Chairman of the Company’s Executive Committee. As part of the leadership transition, the Nominating & Corporate Governance Committee and full Board will continue to review and discuss the Board leadership structure taking into consideration these factors.
Prior to this leadership announcement, the Nominating & Corporate Governance Committee held a number of special Committee meetings to review and discuss the proposed leadership change. Based on the Committee's guidance - that included its annual review and discussion of the Board’s leadership structure - the independent Directors believe that it is in our Company's best interests for Mr. Gorsky to serve as Executive Chairman at the present time to ensure a smooth and seamless transition. Mr. Gorsky has expressed to the Board that it is his intention not to stand for reelection as a Director at the 2023 Annual Meeting and no longer serve as Executive Chairman of the Company at that time.
Strong, Independent Lead Director
The independent Directors also believe that Ms. Mulcahy should continue to serve as Lead Director. From her previous roles as Chairman and Chief Executive Officer of a large multinational corporation, as well as her former and current roles on public company boards that operate in a variety of industries and businesses, Ms. Mulcahy brings to the Lead Director role a career of leading global and complex organizations and a continued commitment to business innovation and talent
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development. This expertise, combined with her extensive knowledge of both Johnson & Johnson and its strategic objectives, the challenges facing our Company and a deep commitment to serve as Lead Director, place Ms. Mulcahy in a unique position to continue in the role. Ms. Mulcahy’s value as Lead Director was affirmed during the annual Board 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 Executive Chairman ("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.

Duties and Responsibilities of the Lead Director
Board Agendas, Information and SchedulesApproves 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 or CEO, as appropriate, determines who attends Board meetings, including management and outside advisors
Committee Agendas and SchedulesReviews in advance the schedule of Committee meetings
Monitors flow of information from Committee Chairs to the full Board
Board Executive SessionsHas the authority to call meetings and Executive Sessions of the independent Directors
Presides at all meetings of the Board at which the Chairman is not present, including Executive Sessions of the independent Directors
Communicating with ManagementAfter each Executive Session of the independent Directors, communicates with the Chairman or CEO, as appropriate, 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 or CEO, as appropriate, and management on a regular basis and when special circumstances arise
Communicating with StakeholdersMeets with major shareholders or other external parties
Is regularly apprised of inquiries from shareholders and involved in responding to these inquiries
Under the Board’s guidelines for handling shareholder and employee communications to the Board, is advised promptly of any communications directed to the Board or any member of the Board that allege misconduct on the part of Company management, or raise legal, ethical or compliance concerns about Company policies or practices
CEO Performance Evaluations Leads the annual performance evaluation of the CEO
Board Performance Evaluation Leads the annual performance evaluation of the Board
New Board Member RecruitingInterviews 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.
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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 (available on the Company's website at https://www.investor.jnj.com/gov/committee), each of these Committees:
is authorized and assured of appropriate funding to retain and consult with external advisors, consultants and counsel;
conducts an annual evaluation of its performance fulfilling its duties;
on an annual basis, reviews and reassesses the adequacy of its charters; and
reports regularly to the Board on its meetings and reviews with the Board significant issues and concerns that arise at Committee meetings.
In addition, the Board has a standing Finance Committee, composed of the Executive Chairman and the Lead Director, which exercises the authority of the Board between Board meetings in accordance with our Company's By-Laws.
Consumer Health Special Committee
At the end of 2021, the Board formed a special committee (“Consumer Health Special Committee”) to oversee the potential separation of the Company’s Consumer Health business from its Pharmaceutical and MedTech businesses (“the Separation Transaction”). The Consumer Health Special Committee operates under a written charter adopted by the Board. The following pages summarize the responsibilities of each of the five main standing Board Committees as well as the Consumer Health Special Committee.
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Board Committee Membership
The following table shows the current members and Chair of each of the standing Board Committees and the number of meetings each Committee held in 2021.
Directors
NameAgeDirector SincePrimary OccupationBoard Committees
AUDCBNCGRCSTSFINSC
D. AdamczykI562022Chairman and Chief Executive Officer, Honeywell International Inc.
ü*
M. C. BeckerleI672015
Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah
ü
C
D. S. Davis(1)
I702014Former Chairman and Chief Executive Officer, United Parcel Service, Inc.C
ü*
ü*
ü
I. E. L. DavisI712010
Former Non-Executive Chairman, Rolls-Royce Holdings plc; Former Chairman and Worldwide Managing Director, McKinsey & Company
ü
ü
J. A. DoudnaI582018Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley
ü
ü
J. DuatoD592022Chief Executive Officer; Chairman, Executive Committee, Johnson & Johnson
A. GorskyCH612012Executive Chairman, Johnson & JohnsonC
M. A. HewsonI682019Former Executive Chairman, Chairman, President and Chief Executive Officer, Lockheed Martin CorporationC*
ü
H. JolyI622019Former Chairman and Chief Executive Officer, Best Buy Co., Inc.
ü
ü
ü
M. B. McClellanI582013Director, Duke-Robert J. Margolis, MD, Center for Health Policy
ü
ü
A. M. Mulcahy
 LD I
692009Former Chairman and Chief Executive Officer, Xerox Corporation
ü
C
ü
ü
C. PrinceI722006Former Chairman and Chief Executive Officer, Citigroup Inc.
ü
ü
A. E. WashingtonI712012Duke University's Chancellor for Health Affairs; President and Chief Executive Officer, Duke University Health System
ü
ü
M. A. WeinbergerI602019Former Chairman and Chief Executive Officer, Ernst & Young
ü
C
ü
N. Y. WestI602020Former Lieutenant General, U.S. Army
ü*
ü
R. A. WilliamsI722011Former Chairman and Chief Executive Officer, Aetna Inc.C
ü
Number of meetings in 2021
8(2)
854500
(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 2022 Board Meeting, the following 1) appointments will be effective: Mr. Adamczyk, Member, CB; Ms. Hewson, Chair, CB; Dr. West, Member, RC; Mr. S. Davis, Member, NCG; 2) removal will be effective: Mr. S. Davis, Member, CB
CHExecutive Chairman of the BoardCBCompensation & Benefits Committee
CCommittee ChairNCGNominating & Corporate Governance Committee
LDLead DirectorRCRegulatory Compliance Committee
IIndependent DirectorSTSScience, Technology & Sustainability Committee
AUDAudit CommitteeFINFinance Committee
DDirectorSCConsumer Health Special Committee


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

Audit Committee
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2021 MembersIndependenceCommittee Financial Expert
D. Scott DavisEach member of the Committee is independent and has significant experience in positions requiring financial knowledge and analysis.D. Scott Davis
Ian Davis
8 Meetings in 2021Anne Mulcahy
Mark Weinberger
Roles and Responsibilities
Oversees our financial management, accounting and reporting processes and practices
Appoints, retains, compensates and evaluates our independent auditor
Oversees our Global Audit & Assurance organization, reviews its annual plan and reviews results of its audits
Oversees the quality and adequacy of our Company’s internal accounting controls and procedures
Reviews and monitors our financial reporting compliance and practices and our disclosure controls and procedures
Discusses with management the processes used to assess and manage our exposure to financial risk and monitors risks related to tax and treasury
In performing these functions, the Audit Committee meets periodically with the independent auditor, management and internal auditors (including in private sessions with each) to review their work and confirm that they are properly discharging their respective responsibilities. For more information on Audit Committee activities in 2021, see the Audit Committee Report on page 121.
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.
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Compensation & Benefits Committee
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2021 MembersIndependence
Ronald A. WilliamsEach member of the Committee is independent.
D. Scott Davis
8 Meetings in 2021Marillyn A. Hewson
Hubert Joly
Eugene Washington
Roles and Responsibilities
Establishes our executive compensation philosophy and principles
Reviews and recommends for approval by the independent Directors the compensation for our Chief Executive Officer and approves the compensation for our other executive officers
Sets the composition of the group of peer companies used for comparison of executive compensation
Oversees the design and management of the various pension, long-term incentive, savings, health and benefit plans that cover our employees
Reviews the compensation for our non-employee Directors and recommends compensation for approval by the full Board
Provides oversight of the compensation philosophy and policies of the Management Compensation Committee, a non-Board committee composed of Mr. 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. In 2022, Mr. Joaquin Duato replaced Mr. Gorsky on the Management Compensation Committee with his appointment to CEO.
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 84.

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Nominating & Corporate Governance Committee
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2021 MembersIndependence
Anne MulcahyEach member of the Committee is independent.
Jennifer A. Doudna
5 Meetings in 2021Hubert Joly
Charles Prince
Ronald A. Williams
Roles and Responsibilities
Oversees matters of corporate governance, including the evaluation of the policies and practices of the Board and the Board leadership structure
Oversees the process for performance evaluations of the Board and its Committees
Reviews key talent metrics for the overall workforce, including metrics related to Diversity, Equity and Inclusion (DEI).
Evaluates any questions of possible conflicts of interest for the Board and Executive Committee members
Reviews potential candidates for the Board as discussed on page 12 and recommends Director nominees to the Board for approval
Reviews and recommends Director orientation and continuing education programs for Board members
Oversees compliance with the Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers
Evaluates the Board leadership structure on an annual basis

Regulatory Compliance Committee
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2021 MembersIndependence
Mark A. WeinbergerEach member of the Committee is independent.
Mary C. Beckerle
4 Meetings in 2021Ian E. L. Davis
Marillyn A. Hewson
Mark McClellan
Charles Prince
Roles and Responsibilities
Oversees regulatory compliance and adherence to high standards of quality in the areas of healthcare compliance, anti-corruption laws, and the manufacture and supply of products
Oversees compliance with applicable laws, regulations and Company policies related to medical safety, product quality, environmental regulations, employee health and safety, healthcare compliance, privacy, cybersecurity and political expenditures
Reviews the policies, practices and priorities for our political expenditures and lobbying activities
Oversees our risk management programs, including those related to global cybersecurity, information security, product quality and technology
Reviews with management all significant litigation, investigations and complaints involving healthcare compliance, anti-corruption laws and product quality compliance
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Science, Technology & Sustainability Committee
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2021 MembersIndependence
Mary C. BeckerleEach member of the Committee is independent.
Jennifer A. Doudna
5 Meetings in 2021Mark McClellan
Eugene Washington
Nadja West
Roles and Responsibilities
Monitors and reviews the overall strategy, direction and effectiveness of the research and development organizations supporting our businesses
Assists the Board in identifying and comprehending significant emerging science and technology policy, public health and sustainability issues and trends that may impact the Company's overall business strategy
Assists the Board in its oversight of major acquisitions and business development activities as they relate to new science or technology
Serves as a resource and provides input as needed regarding the scientific and technological aspects of product- safety matters
Reviews annual progress against the Company's Health for Humanity strategy and goals, initiatives being advanced by the Enterprise Governance Council, and overall environmental and sustainability efforts

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

Consumer Health Special Committee
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2021 MembersIndependence
D. Scott DavisEach member of the Committee is independent.
Hubert Joly
Established in 2021Anne Mulcahy
Mark A. Weinberger
Roles and Responsibilities
Reviews and evaluates the Separation Transaction, including evaluating individual candidates to hold the positions of Chairman of the Board of the new Consumer Health business, members of its Board, the Chief Executive Officer and other members of the management leadership team of the new Consumer Health business
Oversees the Company’s review and evaluation of the Separation Transaction and its preparation of materials and presentations for the Board about the Separation Transaction
Receives updates from, and provides guidance to, the Company’s management, employees and advisors in connection with the Separation Transaction
Provides periodic reports to the Board and other standing Board Committee(s), as appropriate, to keep the Board and Board Committees informed with respect to material developments relating to the Separation Transaction

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Board Meetings and Processes
Director Meetings and Attendance
During 2021, the Board and its Committees maintained their schedules of regular meetings, holding both virtual and in-person meetings where possible with appropriate COVID-19 protections in place. The Separation Transaction was regularly discussed and reviewed at the Board meetings. In addition, the Board held a series of special Board and Committee meetings to review and discuss with management a number of topics, including the ongoing 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 also held special Board and Committee meetings to discuss and review the CEO leadership transition.
The Board held twelve regular meetings and five 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 2021 Annual Meeting, which was held virtually due to the COVID-19 pandemic.
Executive Sessions
During 2021, 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 2021 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 2021, 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.

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Oversight of Our Company
Board Oversight of Strategy
One of the Board’s key responsibilities is overseeing the Company's corporate strategy. The Directors bring diverse perspectives, expertise in strategy development and experience in a wide range of industry, scientific, healthcare, regulatory and ESG areas that are relevant to our business, allowing them to effectively evaluate Company strategy and provide insight and guidance. The Board actively engages with management to provide effective oversight of and guidance on our short- and long-term strategies and has developed appropriate practices to execute its oversight responsibilities.
lThe Board conducts an extensive review of the Company's long-term strategic plans on an annual basis. The Board also reviews the long-term strategic plans of each business segment.
lThroughout the year, the Board reviews and discusses matters related to the Company's strategy with senior management to ensure our business activities are aligned with our short- and long-term strategy and that we are making progress toward our strategic goals.
lIndependent 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.
lThe 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.
lThe Board consults with external advisors to understand outside perspectives on the risks and opportunities facing our Company.
The Board’s oversight of strategy is enhanced by periodic engagements held outside the Boardroom. Most years, independent Directors visit our business locations and research and development facilities around the globe to observe the implementation of our strategy. The Directors engage with senior leaders and employees at these sites to deepen their understanding of our businesses, their competitive environments and corporate culture.

Oversight of Risk
Board Oversight of Risk Management
The Board is responsible for overseeing senior management's execution of its risk management duties and for assessing its approach to risk management. The Board’s oversight of risk is an integral element of its oversight responsibilities and seeks to ensure that senior management has processes in place to appropriately identify and manage risk. The Board actively engages with senior management to understand and oversee our most significant risks, including in the following ways:
l
The Board reviews and discusses strategic, operational, financial and reporting risks, as well as non-financial risks including strategic, operational, compliance, financial, environmental, social (e.g., human capital management) and cybersecurity risks, leveraging the Company’s Enterprise Risk Management (ERM) framework. For more information regarding management’s use of the ERM, which provides a systematic process for management teams and employees to identify, assess and manage business risks, please see “Our Approach to Enterprise Risk Management” on page 32.
l
Throughout the year, the Board and applicable Committees receive updates from management regarding various enterprise risk management issues and risks related to our business segments, including risks related to litigation, product quality and safety, cybersecurity, reputation, human capital, diversity, equity and inclusion, drug pricing and environmental sustainability.
l
Independent Directors hold regular Executive Sessions without management present to discuss risks facing the Company and its risk-management practices. In certain Committees, independent Directors also meet in private session with management and compliance leaders.
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.
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l
The Board reviews feedback provided by shareholders to ensure that it understands shareholder perspectives and concerns. Please see pages 42 - 44 for more information on Shareholder Engagement.
lIn addition, the Board has tasked designated Committees of the Board to assist with oversight of certain categories of risk management, including ESG, and the Committees report to the full Board on these matters following Committee meetings. See “Board Oversight of ESG” below for additional information.
The following graphic highlights certain risks overseen by the Board and its Committees:
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Our Approach to Enterprise Risk Management
Effective risk management is foundational to our success. To grow responsibly as a Company for the long term, we must balance opportunity and appropriate risk to innovate and reach more patients and consumers. This includes living into our commitments to ethical behavior, operating with integrity, and complying with laws, rules, regulations and policies that reinforce such behavior. To effectively identify and mitigate or manage risks, our business requires strong collaboration between management and employees responsible for our operations on the one hand, and the functional compliance experts responsible for helping to ensure that we operate and grow in a compliant manner that adequately manages risk, including reputational risk on the other hand.
Our approach to risk management begins with Our Credo values and is enabled by the design of our organization and informed by our Enterprise Risk Management (ERM) framework. Our ERM is designed to identify risks that may impact the enterprise and manage those risks and opportunities to ensure that we will be able to meet our short- and long-term goals. Our ERM categorizes risk as: strategic, operational, compliance, financial, environmental, social (e.g., human capital management) and cybersecurity risks. 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.
Leveraging the Company’s ERM framework, our independent compliance functions, including legal, healthcare compliance, quality, global internal audit & assurance, anti-corruption, privacy, information security and medical safety, work closely with each of our business segments to identify risks and advise management as they develop plans to mitigate or manage these risks. Employees of our independent compliance functions partner closely with the business segments to provide timely,
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relevant guidance and are supervised by leadership within their function. This structure, independent of commercial interests, allows our compliance functions to escalate concerns and helps to ensure that best practices are being applied across the enterprise.
On a quarterly basis, our Corporate Compliance Committee, composed of leaders from our compliance functions and other enterprise functions such as information security, human resources and finance meet to share information on enterprise risks and trends and to develop solutions to manage or mitigate identified risks. The leaders of the Corporate Compliance Committee provide reports and updates to several key Committees of the Board to ensure oversight of significant risks facing the Company. For additional detail on compliance leaders' interactions with Board Committees, see “Private Committee Sessions with Key Compliance Leaders” on page 9 and for the role of the Corporate Compliance Committee related to managing ESG risk, see “Our Approach to ESG” on page 35.
Our employees are engaged in risk management through our Code of Business Conduct, which applies to all our employees around the world. The Code of Business Conduct is available in 27 languages and 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 through our compliance certification process, and we act swiftly to review any reported violations of the Code of Business Conduct, compliance policies, laws or regulations. All Company employees and contingent workers are required to complete training on the Code of Business Conduct on a biannual basis and all new employees must complete training upon joining the Company. For more information see www.jnj.com/code-of-business-conduct.
In addition to the escalation procedure described in the Code of Business Conduct, the Company operates an anonymous telephone or online reporting program known as Our Credo Integrity Line that allows employees, business partners, customers, third-party agencies, suppliers and other parties to report potential violations of Company policies, guidelines or applicable law. The Our Credo Integrity Line is available 24 hours a day, 7 days a week in 24 languages and is an integral component of our strong compliance culture.
Additionally, employees can report potential violations by telephone, e-mail or in person within their local business unit or to the Company's global internal audit & assurance, health care compliance, law, security or human resources organizations.
A Note about Litigation:
Patient safety and product quality have always been and will remain our first priority, and our employees around the globe are committed to ensuring that our products are safe and of high quality. Our functionally independent Quality and Compliance organization, led by our Chief Quality Officer, implements quality processes and procedures designed to ensure that our products meet our quality standards, which meet or exceed industry requirements. You can learn more about our quality processes at https://healthforhumanityreport.jnj.com/responsible-business-practices/product-quality-safety.
In addition, our functionally independent medical safety organization, which is led by our Chief Medical Officer, monitors our products from research and development through clinical trials, as well as pre- and post- regulatory approvals. This team of doctors and scientists prioritizes our patient experience and ensures that safety remains our first consideration in any decision along the value chain involving our products.
We recognize that there are many factors that contribute to the decision to commence litigation, many of which are not related to product quality or patient safety. Furthermore, jury verdicts are not medical, scientific or regulatory conclusions about our products. When faced with litigation, our approach will depend on the facts and circumstances.
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, while seeking an equitable and efficient resolution of the talc litigation. Please see factsabouttalc.com and LTLManagementinformation.com for information on the safety of talc and steps taken to equitably resolve all talc claims.
We acted responsibly in selling products that were designed to be abuse-resistant and accounted for less than 1% of the total opioid prescriptions in the U.S. Decisions in November 2021 by the Oklahoma Supreme Court and the Superior Court in California rejected claims that the Company caused or contributed to the opioid crisis. As previously announced, the Company and its U.S.-based Janssen Pharmaceutical Companies have entered into an agreement 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.
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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 75.
The Compensation & Benefits Committee reviews the performance of our CEO and Executive Committee using the above financial and non-financial 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. Similarly, in response to shareholder feedback received in 2021, the Board in this Proxy Statement has enhanced disclosure and transparency regarding the Compensation & Benefits Committee consideration of special items, including litigation, and the exercise of discretion with respect to executive compensation determinations.
Several key elements of our executive compensation programs designed to mitigate risk are highlighted in the following table. Please see the Compensation Discussion and Analysis beginning on page 54 for a complete discussion of our compensation programs.
Key Elements of Our Executive Compensation Programs
Balanced Performance-Based AwardsPerformance-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 VestingThe 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 ComponentsThe target compensation mix is weighted toward long-term equity compensation vesting over three years
Capped Incentive AwardsAnnual performance bonuses and long-term incentive awards are capped at 200% of target
Stock Ownership GuidelinesOur 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 ArrangementsNone of our executive officers have in place any change-in-control arrangements that would result in guaranteed payouts
Compensation Recoupment PolicyThe 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

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Oversight of ESG
Board Oversight of ESG
The company’s dedication to integrate ESG into our business strategies starts at the top. Effective ESG governance requires both management engagement and Board‑level oversight. The Board’s ESG risk management approach is designed to effectively govern and manage the ESG risks and opportunities that are integral to the Company’s core business strategy. Significant ESG risks are reviewed and evaluated by the Board and its Committees as part of their ongoing risk oversight of our Company. For example, the Regulatory Compliance Committee meets with the Chief Quality Officer to review and provide input on our product quality program and performance indicators on a quarterly basis. Furthermore, the Science, Technology & Sustainability Committee (STSC) reviews and provides input on components of the Company’s ESG program and various related topics including our climate change actions. The STSC also reviews performance on our ESG management approach and reviews the disclosures and transparency housed in the Company’s annual Health for Humanity Report, including progress on our Health for Humanity Goals.
In 2021, the Board regularly engaged with management as the Company proceeded to further formalize its ESG strategy, and participated in the Company’s Priority Topics Assessment, a refresh of which was conducted in 2021 as part of the ESG strategy development process. The Board also conducted a comprehensive review of its charter and agendas in 2021, as well as the charter and agendas of each Committee, to ensure that the Board or a Committee was responsible for each of the significant ESG topics identified in our latest Priority Topics Assessment.
The Board has overall accountability for ESG risk management oversight.
Our Approach to ESG
As the world’s largest healthcare company, Johnson & Johnson has a unique ability to apply its expertise and partnering power to advance progress on some of the most difficult global health challenges. We focus our efforts where we believe our Company can achieve the greatest impact. These efforts are based on our environmental, social and governance (ESG) priorities, grounded in Our Credo values, informed by both our Company’s purpose to change the trajectory of health for humanity and the views of our external stakeholders.
We believe that sound ESG practices drive financial value creation by building stakeholder trust, driving innovation, mitigating risk, fostering employee engagement, increasing productivity and reducing costs. Our ESG risk management approach is designed to effectively govern and manage the ESG risks and opportunities that arise from our core business strategy through procedures that monitor or mitigate ESG risks and capitalize on opportunities. We also disclose our progress and performance to our shareholders and other stakeholders.
For more information on how we help our stakeholders understand how we are managing the risk of these relevant ESG topics and embedding sustainability into decision-making, which is a critical component of our ESG governance, please see https://www.jnj.com/about-jnj/policies-and-positions.
For more information on our annual disclosure of progress and ESG performance, please see our Health for Humanity Report at https://healthforhumanityreport.jnj.com/.
Our ESG risk management approach includes:
Promoting sound governance structures and controls, strategy and goal setting, risk identification, prioritization and mitigation systems, and disclosure and reporting to support our approach to long-term value creation.
Delivering innovative health solutions for patients and consumers to advance health for everyone, everywhere.
Investing in our employees, creating a diverse, equitable and inclusive environment in which all can belong, and empowering employees to strengthen the communities in which we live and work.
Marshaling our expertise, resources and partnerships to reduce the environmental footprint of our operations, our products and our extended supply chain.
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 (Council), which serves as the Company’s primary governance body for ESG and is led by its Worldwide Vice President, Corporate Governance & Corporate Secretary. The Council is comprised of senior leaders who represent our three business segments, our independent compliance functions and our enterprise functions that have the ability to impact ESG issues. While the Corporate Compliance Committee serves as the primary governance structure for information sharing and coordinating compliance-related risks across core independent compliance risk functions, the
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Council serves as the community of experts including the leaders of the independent compliance risk functions, to drive visibility and alignment on both managing risks and activating opportunities related to ESG priorities.
Developing Strategies to Manage ESG Risks and Activate ESG Opportunities
The Council, which meets quarterly, operates under a formalized process and protocols, including ongoing review and assessment of ESG priorities. This process is informed by the Enterprise Risk Management (ERM) framework, which assists the Council, management teams and the Board in identifying potential business risks. ESG risks are fully integrated into our ERM framework, which helps us deepen our understanding of both financial and non-financial risks, support communication and collaboration across the enterprise, and respond appropriately as new circumstances evolve. As ESG priority topics are integrated into our ongoing standardized approach to risk assessment, the Company can prepare a clear and consistent view of existing and emerging risks, identify controls, and develop mitigation plans.
The Council discusses and debates ESG issues that are significant to Johnson & Johnson, including the assessment of environmental and societal megatrends and shifts like climate change as well as investments needed to help contribute to a sustainable economy. The Council continues to oversee the work of the Enterprise Human Rights Governance Council, which reports to the Council and is responsible for strengthening our approach to human rights due diligence and management. The Council has also developed an ESG training program for Council members and their teams.
The Council reviews and supports progress against the Company’s Health for Humanity Goals, which serve as key performance indicators of our ESG performance. Progress on our goals and on other ESG or sustainability topics are also reviewed by the Board and its Committees on a regular basis.
The Council leads the Company’s Priority Topics Assessment (PTA), which engages internal and external stakeholders to identify and prioritize the ESG topics that are most relevant to our business. We continually enhance the PTA methodology to conduct deeper and broader stakeholder engagement across a larger number of ESG topics. The PTA has occurred every two to three years, since 2008, but due to the continued world-shaping events of the COVID-19 pandemic and racial and social events of 2020, we have conducted refreshes of our PTA in both 2020 and 2021. Our 2019 and 2020 PTAs shaped and informed our current set of public commitments, which were released in May 2021. These twenty-one goals are aligned with our Company’s purpose, reflect the areas where our stakeholders expect us to lead and help fuel the global Sustainable Development Goals agenda for a sustainable future for all. As part of a larger effort to further formalize the Johnson & Johnson ESG strategy and to enhance our ESG governance to reflect the evolving nature of management of ESG topics across the Company, we concluded this additional PTA in fall 2021. For more information, please see
https://www.jnj.com/health-for-humanity-goals-2025.
ESG Governance
With the Corporate Compliance Committee and Enterprise Governance Council serving as the main Johnson & Johnson risk and ESG governance bodies, we embed ESG priorities at all levels of the Company. Our executive leadership team retains overall responsibility for ESG as part of our business strategy. Members of our executive leadership team oversee ESG in the form of either performance indicators or key performance indicators of our ESG performance relevant to their organizations through progress toward our Health for Humanity 2025 Goals and Consumer Health Healthy Lives Mission sustainability program.
Enhancing Disclosure and Reporting
We understand that transparent disclosure on our ESG priorities is critical to ensure that we remain committed to our goals and to help our shareholders and other stakeholders hold us accountable for our progress. Our annual Health for Humanity Report is central to our ESG disclosure. In this report, we share our ESG goals, disclose our progress toward achieving those goals and document our progress and performance against other important ESG measures. We seek to continually evolve our disclosure to better meet the expectations of our shareholders and other stakeholders.
In our 2020 Health for Humanity Report, published in June 2021, our reporting aligned with the Sustainability Accounting Standards Board (SASB) Standards for all three of our business segments, enhancing disclosures for a number of indicators.
For the first time in our 2020 Health for Humanity Report, we incorporated the Task Force on Climate-related Financial Disclosures (TCFD) framework.
We published the CDP disclosures for both Climate Change and Water Security within our Health for Humanity Report’s Reporting Hub to enhance our transparency and facilitate easy access to these disclosures.
We have continued to improve our disclosures on key ESG topics with separate positions on a discrimination-free workplace, our innovation ecosystem, our efforts to strengthen health systems and our commitment to business continuity.
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We further reinforced our commitment to reporting high-quality, validated data, by disclosing externally assured data in the areas of quality, human capital development, diversity, equity and inclusion, philanthropy, and environmental governance. Externally assured data is also available for our carbon emissions, Health for Humanity 2020 Goals and UN SDG commitments, which concluded at the end of 2020. Our first year of progress toward our new set of 2025 Health for Humanity Goals will be published in 2022.
In June 2021, we held our fourth investor relations ESG update, following the release of our 2020 Health for Humanity Report. It provided shareholders with an update on our progress and performance on our ESG management approach and priorities, including an interview with our Chief Financial Officer and Independent Lead Director. The ESG Investor Update also offered shareholders the opportunity to ask questions of leaders in Investor Relations, Quality & Compliance, Medical Safety, Health Care Compliance, Information Security & Risk Management, Human Resources, Diversity, Equity and Inclusion, Global Public Health, Procurement and Environmental Sustainability.
ESG Highlights
For Johnson & Johnson, the commitment to profoundly change the trajectory of health for humanity is stronger than ever, especially in light of the effects of the COVID-19 pandemic on all aspects of health. We apply our global reach and resources to generate a positive impact, provide trusted products and interventions and drive human health forward. For nearly 30 years we have documented our performance and progress on sustainability and corporate citizenship with ambitious goal setting and annual sustainability reporting. For our progress in responding to the COVID-19 pandemic see “Our COVID-19 Response Efforts" on page 11.
Notable 2021 ESG highlights include:
Launched Health for Humanity 2025 Goals that align with 11 of the 17 UN Sustainable Development Goals, encompassing 21 goals focusing on pandemics and epidemics, global health equity, our people, our planet and our partners
Environment
For the fourth consecutive year, Johnson & Johnson was recognized with a CDP A List rating for our leadership in climate action
Signed onto the U.N.-backed Race to Zero/Business Ambition for 1.5° Celsius campaign, with the goal to achieve net zero carbon emissions across our value chain by 2045
Announced that by 2025, we aim to source 100% of our electricity needs from renewable sources
Achieved CDP’s A- rating for Water Risk
Social
Through our supply agreements and country donations, shipped approximately 70% of our global vaccine supply to low- and middle-income countries, with approximately 40% of our global supply going to COVAX, including through countries' dose donations.
Launched a network of global health discovery centers that aim to accelerate science to tackle pandemic threats
Joined the World Health Organization's efforts to prevent the spread of Ebola in West Africa, making up to 200,000 Johnson & Johnson Ebola vaccine regimens available
Launched the Johnson & Johnson Health Equity Innovation Challenge beginning in six U.S. cities where Black and Hispanic communities experience significant health inequities: Chicago, Detroit, Los Angeles, New Orleans, New York City and Philadelphia, with the aim of helping to address racial healthcare disparities at the local level by granting $1,000,000 in total funding to its final awardees.
U.S. Food and Drug Administration approval of CABENUVA, the first long-acting regimen for the treatment of HIV
Announced that by 2030, the Johnson & Johnson Center for Health Worker Innovation will support and champion at least one million nurses, midwives and community health workers with skills, tools and growth opportunities
Governance
Inclusion in FTSE4Good Index Series, which measures the performance of companies demonstrating ESG practices
Placed 7th on Drucker Institute's Top 250 Best-Managed Companies of 2021
Named a Top 50 All-Star on Fortune’s World's Most Admired Companies list for the 19th consecutive year
Set a target to achieve $4.5B global impact spend with small and diverse suppliers by 2025, representing a 20% increase from 2020

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Oversight of Human Capital Management
Board Oversight of Human Capital Management
Attracting, developing, retaining and inspiring the best people globally is crucial to all aspects of Johnson & Johnson’s business. The Board believes that the Company’s strong ethical leadership grounded in the values expressed in Our Credo, and ambition inherent in Our Purpose, is central to the Company’s long-term success. To that end, the Board and its Committees are actively engaged in overseeing the Company’s human capital management strategy, talent development and corporate culture. The Board reviews the Company’s human capital management strategy on an annual basis and receives regular updates throughout the year on key talent metrics for the overall workforce, including those related to 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 the 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.
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.
For additional information on Board oversight of ESG risk more broadly, see “Board Oversight of ESG” on page 35.
Our Approach to Human Capital Management
We believe that our employees are critical to our continued success and are an essential element of our long-term strategy. Our key human capital management objectives are focused on investing in our people and our culture.
Our leadership reinforces and monitors our investment in people and our culture to ensure we foster a workplace that enables the ingenuity of our employees to solve any challenge and overcome obstacles.
Management is responsible for ensuring that our policies and processes reflect and reinforce our desired corporate culture, including policies and processes related to strategy, risk management, and ethics and compliance. Our human capital management strategy is built on three fundamental focus areas:
Attracting and recruiting the best talent
Developing and retaining talent
Empowering and inspiring talent
Underpinning these focus areas are ongoing efforts to cultivate and foster a culture inspired by Our Purpose to profoundly change the trajectory of health for humanity and built on Diversity, Equity and Inclusion (DEI), innovation, health, well-being and safety, where our employees are encouraged to succeed both professionally and personally all of which supports our overall objective to deliver industry leading performance.

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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 reflects the strategic priorities we have identified that build on our longstanding mission to create a healthier world, as well as a more inclusive and equitable one, and our commitment to DEI is a clear expression of that. Our three-pillar strategy seeks to:
Accelerate the Company’s efforts to advance a culture of inclusion and innovation100%
For the 16th year, we achieved a score of 100% from the Human Rights Campaign Corporate Equality Index
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 cascades across the enterprise at the direction of our Chief Diversity, Equity and 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.
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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. In 2021, we expanded DEI-related goals to all people leaders for work plans subject to the annual performance review process. Also in 2021, we announced our 2025 diversity in management goals including that by 2025 we aim to achieve 50% in management positions globally held by women, achieve 35% ethnic/racial diversity in management positions within the U.S. and achieve 50% growth of our Black and African American employees in management positions in the U.S. As part of our annual Health for Humanity Report publication in June 2021, we publicly disclosed our U.S. Federal Employer Information Report EEO-1, which can be found at https://healthforhumanityreport.jnj.com/2020-JNJ-U.S.-Federal-Employer-Information-Report.
Growth and Development
To continue to lead in the changing healthcare landscape, it is crucial that we continue to attract and retain top talent. We believe that our employees must be equipped with the right knowledge and skills and be provided with opportunities to grow and develop in their careers. Accordingly, learning and development programs as well as educational resources are available to all employees ranging from opportunities to develop and hone leadership skills, to training for sharpening current capabilities or acquiring new skills, to expanding networks through collaboration, mentorship or Employee Resource Groups. Our objective is to foster a learning culture that helps shape each person’s unique career path while creating a robust pipeline of talent to deliver on the Company’s long-term strategies. 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 2021, 45.8% 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).



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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 our 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. Our overall commitment to engagement is the same internally and externally. 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.
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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 Our Voice Survey, which measures employee sentiment about important aspects of our culture such as employee engagement, DEI, development, health and wellness, collaboration, execution, innovation and compliance and risk. The results of both surveys are 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. Following an analysis of the detailed results, which are communicated to all employees, we develop plans to address the main areas of opportunity identified by our employees’ feedback, both at the Enterprise level and within individual teams.
In 2021, we conducted the Our Voice Survey, which was administered in 77 countries and made available in 36 languages. In a year of continued unprecedented challenge, we achieved significant participation rate and favorability. Our overall participation rate was 91%, 1% higher than 2019. Our overall favorability, which reflects how we are fulfilling our commitments to our employees, increased to 82%, 2% higher than 2019.
We benchmark our performance on the Our Voice Survey with the Mayflower Group, which is a consortium of top-tier, global companies dedicated to employee surveys. Our scores are well above the median score of Mayflower Group companies regarding employees recommending the Company as a great place to work and wanting to stay with the Company—both critical components of employee engagement.
In addition to our formal global employee survey, we conduct targeted employee sentiment “pulse” surveys to gather feedback on a number of topics, including engagement, organizational support, and awareness and availability of resources. These surveys help to uncover how we can best support our employees and help shape our approach.
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. This commitment extends to pay equity, including gender and ethnic/racial group pay equity. From time to time, we analyze our pay across functions and levels, and strive to eliminate unconscious bias or other barriers to full pay equity across the Enterprise. We observe legal minimum wage provisions and exceed them where possible. Our total rewards offerings include an array of programs to support our employees' well-being, including annual performance incentive opportunities, pension and retirement savings programs, health and welfare benefits, paid time off, leave programs, flexible work schedules and employee assistance programs. For colleagues who welcomed a newborn or newly adopted or fostered child, we expanded our parental leave benefit to 12 weeks. We know how critical the first year is to both child and parent to bond and be present, and we are proud to offer additional time off for our employees to focus on one of the most important and toughest jobs there is—being a parent.
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In recognition of the new way of working, we initiated J&J Flex, a hybrid model that empowers our office-based employees to find the right productivity and balance of in-person and remote work
We introduced a first-of-its-kind benefit for military spouses, providing up to 10 days of paid time off for when their family is going through a military move, or a military spouse partner is deployed or activated
We extended the paid parental leave benefit from 8 weeks to 12 weeks for all eligible employees starting in 2022
Health, Wellness and Safety
Our investment in employee health, well-being and safety is built on its conviction that advancing health for humanity starts with advancing the health of its employees. With the right awareness, focus, practices and tools, we ensure that all our employees around the world, as well as temporary contractors and visitors to the Company's sites, can work safely. We have continuously expanded health and well-being programs throughout the Company and across the globe, incorporating new thinking and technologies to keep its offerings best-in-class and to help employees achieve their personal health goals. The programs and practices we advance for total health -- physical, mental, emotional and financial – ensure employee health protection for emerging health risks. In 2021, we introduced new metrics to track the holistic health and well-being of our employees ranging from workplace safety to physical and mental health and well-being with support from our leaders.
Protecting and supporting our employees during the COVID-19 pandemic continues to be a top priority and our approach includes: keeping employees informed of local COVID-19 transmission rates and corresponding risk levels; ensuring the health and safety of our employees in the workplace through robust layers of protection; enhanced cleaning and access to cleaning supplies and personal protective equipment; supporting employees with pay continuity, benefits and well-being tools; and recognizing extraordinary employee contributions at work and in our communities. For more information on our COVID-19 employee response efforts, please see https://www.jnj.com/covid-19/caring-for-employees.
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/our-people. For additional information on management’s oversight of human capital as an ESG risk, see “Our Approach to ESG” on page 35.

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Shareholder Engagement
Continued Commitment to Proactive Engagement
Our responsibility to shareholders is one of our core Credo values. We are deeply focused on understanding shareholder perspectives and believe that proactive engagement is an effective means to solicit valuable feedback, which has been instrumental in helping shape our policies and practices. Our goal is to ensure that management and the Board understand and consider the issues of importance to our shareholders and are able to address them appropriately. To that end, we promote communication and transparency through our robust year-round shareholder engagement program, which continued in 2021. Our program includes broad shareholder outreach and engagement ahead of our Annual Shareholders' Meeting.
Board-Driven Engagement
The Board recognizes the value of building and maintaining meaningful relationships with shareholders and understanding their viewpoints. The Board regularly reviews shareholder feedback, which informs Board discussions on a wide range of topics, including our approach to corporate governance, ESG, human capital management, diversity, equity and inclusion, and executive compensation. During 2021, our Lead Director and the Chair of the Compensation & Benefits Committee led engagements with many of our largest shareholders as well as other interested stakeholders.
Our Approach to Shareholder Outreach and Engagement
Our shareholder outreach and engagement program is active throughout the year. In early summer, we review the voting results from the prior Annual Shareholders’ Meeting, our current performance, emerging topics and market trends. We develop a shareholder outreach and engagement plan for the fall and review it with our advisors to ensure that our program is focused on topics of greatest interest to our shareholders.
Executive compensation was a priority focus area during our 2021 fall engagement season
Specifically, we sought feedback on the results of our 2021 Say on Pay vote, including on the design of our executive compensation program as well as the Company's treatment of special items, including litigation, in executive compensation metrics. Our Lead Director and Chair of the Compensation & Benefits Committee participated in many of those meetings, including with 10 of our 15 largest investors. More information on this topic and the Company's response is included in the 2021 Say on Pay Response section on page 59 of this Proxy Statement.
Depth of the Fall Engagement Season:
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Prior to the 2021 Annual Meeting, we reached out to our 100 largest shareholders to discuss and receive feedback on the items of business and disclosure in our 2021 Proxy Statement.
We include information on our voting card and vote landing page inviting all shareholders to share comments with the Board. Prior to the 2021 Annual Meeting, we received 507 shareholder comments. Shareholders may contact any of our Directors, including the Lead Director, using any of the options described on page 164.
We hosted our fourth annual ESG Investor Update webcast in June 2021, coinciding with the release of our annual Health for Humanity Report. The Health for Humanity Report discloses our progress toward our ESG goals. The webinar provided shareholders with the opportunity to engage and ask questions of our business leaders in investor relations, product quality, medical safety, legal, global public health and environmental health, safety & sustainability.
The Board continually reviews feedback from our shareholders.
Our Year-Round 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 2021 engagement and other governance exchanges covered a wide range of important corporate governance, environmental and social stewardship, compensation and public policy issues, including:
Board Composition and Diversity
Executive Compensation and Performance Metrics
Board Evaluation Process
Lead Director Responsibilities
Board Oversight of Risk
Litigation
Board Tenure and Refreshment
Pharmaceutical Pricing Transparency and Access
CEO TransitionProduct Quality and Safety
Consumer Health Separation
Separation of the Chairman and CEO Roles
COVID-19 Response and Vaccine
Shareholder Engagement and Communication
Culture and Human Capital Management
Shareholder Proposals
Diversity, Equity and Inclusion
Succession Planning and Talent Development
ESG Issues and Reporting
Tax Policy



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2022 Proxy Statement
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Shareholder Feedback
The following table highlights several areas where our shareholders provided feedback and how management responded. Feedback from our shareholders is shared with the Board.
What We HeardWhat We Did
Provide greater disclosure regarding the treatment of litigation in executive compensation metrics.
We enhanced our Proxy materials to offer additional disclosure around the treatment of litigation in executive compensation metrics, including the Compensation and Benefits Committee’s consideration of special items and the determination of whether to exercise discretion to adjust executive compensation (see "2021 Say on Pay Results and Shareholder Engagement on pages 59 to 60).
Provide disclosure of the Company’s EEO-1 data.
We released our Consolidated 2020 EEO-1 Report in June 2021.
Continue disclosure of and progress against ESG commitments.
In 2021, the Company announced its new 2025 Health for Humanity Goals, including efforts directed toward health equity, human capital management and the climate. Additionally, we continued our commitment to disclosure and engagement with stakeholders through the following:
Continued enhanced disclosure of ESG in the Proxy Statement (see "Board Oversight of ESG" and "Our Approach to ESG" on page 35)
Continued enhancement of the Company’s ESG Investor Update webcast, including a discussion with the Lead Director
Priority Topics Assessment refresh, which incorporated feedback from shareholders and other stakeholders
Released second You Belong: Diversity and Inclusion Impact Review
Incorporate the TCFD framework into the Company’s climate reporting disclosures.
We enhanced our annual CDP Climate Change Report to reflect additional climate-related disclosures based on TCFD recommendations. Our annual climate resilience disclosures can be found in our annual Health for Humanity Report.
Align executive compensation with the experience of shareholders.
We did not adjust our executive compensation program to account for the impact of COVID-19.
Review political spending guidelines to ensure alignment with Company values.
While we have always maintained stringent political giving criteria to govern our contributions, we conducted an extensive review of our corporate political giving program and the Johnson & Johnson Political Action Committee (Johnson & Johnson PAC) to ensure that both are positioned to fulfill their mission in support of Our Credo and to include a revised giving criteria for agile decision-making.
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2022 Proxy Statement
43

Director Independence
All Directors are independent except for our CEO and Executive Chairman
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 2021 were “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 https://www.investor.jnj.com/corporate-governance. These Standards conform to, or are stricter than, the NYSE independence standards and identify, among other things, material business, charitable and other relationships that could interfere with a Director’s ability to exercise independent judgment.
As highly accomplished individuals in their respective industries, fields and communities, the non-employee Directors are affiliated with numerous corporations, educational institutions, hospitals and charities, as well as civic organizations and professional associations, many of which have business, charitable or other relationships with our Company. The Board considered each of these relationships in light of our Standards of Independence and determined that none of these relationships conflict with our interests or would impair the relevant non-employee Director's independence or judgment.
The table on the following page describes the relationships that were considered in making this determination. The nature of the transactions and relationships summarized in the following table, and the role of each of the Directors at their respective organizations, were such that none of the non-employee Directors had any direct business relationships with our Company in 2021 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 2019, 2020 and 2021, our transactions with or discretionary charitable contributions to each of the relevant organizations (not including gifts made under our matching gifts program) did not exceed the greater of $1 million or 1% of that organization’s consolidated gross revenues and, therefore, did not exceed the thresholds in our Standards of Independence.
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2022 Proxy Statement
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Director Independence — Transactions and Relationships
DirectorOrganizationType of
Organization
Relationship to
Organization
Type of
Transaction or
Relationship
2021
Aggregate
Magnitude
AdamczykHoneywell InternationalProfit OrganizationExecutive OfficerGeneral building services and maintenance<1%
BeckerleHuntsman Cancer
Institute
Healthcare
Institution
Executive
Officer
Sales<1%
BeckerleUniversity of UtahEducational
Institution
EmployeeSales; investigator payments; grants<1%
DoudnaUniversity of California - BerkeleyEducational InstitutionEmployeeSales; research-related payments; sponsorships; grants<1%
HewsonUnited Service Organizations (USO)Non-profit organizationBoard of Governers (Director)Contributions; grants; sponsorship<1%;
<$1 million
JolyHarvard Business SchoolEducational institutionEmployeeContributions; grants; rental payments; rebates; consulting fees; lab supplies; tuition; training programs; memberships; subscriptions<1%
McClellanDuke UniversityEducational
Institution
EmployeeSales; research-related payments; grants; tuition reimbursements<1%
MulcahySave the ChildrenNon-profit OrganizationTrusteeContributions<1%
WashingtonDuke UniversityEducational
Institution
EmployeeSales; research-related payments; grants; tuition reimbursements<1%
WashingtonDuke University
Health System
Healthcare
Institution
Executive
Officer
Sales; rebates<1%;
<$1 million
WeinbergerCase Western Reserve UniversityEducational InstitutionTrusteeInvestigator payments; rebates; grants; sponsorships<1%;
<$1 million
WeinbergerEmory UniversityEducational InstitutionTrusteeSales; investigator payments; rebates; grants; sponsorships<1%;
<$1 million
WeinbergerUS Council for International BusinessNon-profit OrganizationTrusteeMembership dues<1%;
<$1 million
WestAmericaresNon-profit OrganizationTrusteeGrants; contributions<1%
Note: Any transaction or relationship under $25,000 is not listed above.
In the event of Board-level discussions pertaining to a potential transaction or relationship involving an organization with which a Director is affiliated, that Director would be expected to recuse himself or herself from the deliberation and decision-making process. In addition, other than potential review and approval of related person transactions under our Policy on Transactions with Related Persons described on the following page, none of the non-employee Directors has the authority to review, approve or deny any grant to or research contract with an organization.
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2022 Proxy Statement
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Related Person Transactions
Policies and Procedures
Our Policy on Transactions with Related Persons requires the approval or ratification by the Nominating & Corporate Governance Committee of any transaction or series of transactions exceeding $120,000 in which our Company is a participant and any related person has a direct or indirect material interest (other than solely as a result of being a director or trustee or less than 10% owner of another entity). Related persons include our Directors and executive officers and their immediate family members and persons sharing their households. It also includes persons controlling more than 5% of our outstanding common stock.
Under our Principles of Corporate Governance and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers, all our Directors and executive officers have a duty to report to the Executive 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 https://www.investor.jnj.com/corporate-governance.
Once a related person transaction has been identified, the Nominating & Corporate Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. The Committee will take into account, among other factors, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
If advance Committee approval of a transaction is not feasible, the transaction will be considered for ratification at the Committee’s next regularly scheduled meeting. If a transaction relates to a member of the Committee, that member will not participate in the Committee’s deliberations. In addition, the Committee Chairman (or, if the transaction relates to the Committee Chairman, the Lead Director) may pre-approve or ratify any related person transactions involving up to $1 million.
The following types of transactions have been deemed by the Committee to be pre-approved or ratified, even if the aggregate amount involved will exceed $120,000:
l
Compensation paid by our Company for service as a Director or executive officer
l
Transactions with other companies where the related person’s only relationship is as a non-executive employee, less than 10% equity owner or limited partner, and the transaction does not exceed the greater of $1 million or 2% of that company’s annual revenues
l
Our contributions to charitable organizations where the related person is an employee and the transaction does not exceed the lesser of $500,000 or 2% of the charitable organization’s annual receipts
l
Transactions where the related person’s only interest is as a holder of our stock and all holders receive proportional benefits, such as the payment of regular quarterly dividends
l
Transactions involving competitive bids
l
Transactions where the rates or charges are regulated by law or government authority
l
Transactions involving bank depositary, transfer agent, registrar, trustee under a trust indenture or a party performing similar banking services
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Transactions with Related Persons for 2021
A sister-in-law of Dr. Paulus Stoffels, former Vice Chair 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 $159,493 in total compensation in 2021 (using an exchange rate of 1.1639 USD/1 EUR), including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2021, 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 Wolk, Executive Vice President, Chief Financial Officer, is a Mobility Operations Leader at Johnson & Johnson Services, Inc., a wholly-owned subsidiary of the Company, and earned $193,211 in total compensation in 2021, including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2021, 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.

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2022 Proxy Statement
47

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 88 through 110 (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 5,330,277 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 2,198,488 shares. In the aggregate, these 7,528,765 shares represent less than 1% of the shares outstanding. All stock ownership is as of March 1, 2022.
Name
Number of
Common
Shares(1)
(#)
Deferred
Share
Units(2)
(#)
Common Shares
Underlying Options or Stock Units(3)
(#)
Total Number of Shares Beneficially Owned
(#)
Darius Adamczyk(4)
1,063 1,030 2,093 
Mary C. Beckerle10,355 10,355 
D. Scott Davis12,196 12,196 
Ian E. L. Davis4,193 17,706 21,899 
Jennifer A. Doudna5,132 5,132 
Joaquin Duato245,977 871,166 1,117,143 
Alex Gorsky585,447 2,725,885 3,311,332 
Marillyn A. Hewson3,000 5,205 8,205 
Hubert Joly5,000 3,613 8,613 
Mark B. McClellan14,322 14,322 
Anne M. Mulcahy7,709 17,706 25,415 
Charles Prince28,520 24,823 53,343 
Paulus Stoffels(5)
275,547 710,828 986,375 
Jennifer A. Taubert126,456 405,795 532,251 
A. Eugene Washington26,733 26,733 
Mark A. Weinberger5,288 5,288 
Nadja Y. West2,326 2,326 
Ronald A. Williams3,650 25,673 29,323 
Joseph J. Wolk35,858 142,309 178,167 
All Directors and named executive officers as a group (26)2,198,488 172,108 6,708,117 9,078,713 
(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 March 1, 2022, options that become exercisable within 60 days thereafter and Restricted Share Units that vest within 60 days thereafter.
(4)    Appointed to the Board in February 2022.
(5) Prior to adopting the Policy Against Pledging, Hedging and Short Selling of Company Stock, Dr. Paulus Stoffels had pledged 30,000 shares as security. The Compensation & Benefits Committee grandfathered this pledge. See the Policy at https://www.investor.jnj.com/corporate-governance.

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

Name and Address of Beneficial OwnerTitle of ClassAmount and Nature
of Beneficial
Ownership
Percent of Class
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
Common Stock
224,338,201 shares(1)
8.92%(1)
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Common Stock
200,021,352 shares(2)
7.60%(2)
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Common Stock
144,996,127 shares(3)
5.51%(3)
(1)    Based solely on an Amendment to Schedule 13G filed with the SEC on February 9, 2022, The Vanguard Group reported aggregate beneficial ownership of approximately 8.92%, or 224,338,201 shares, of our common stock as of December 31, 2021. Vanguard reported that it possessed sole dispositive power of 224,338,201 shares, shared dispositive power of 10,444,431 shares, and shared voting power of 3,961,997 shares. Vanguard also reported that it did not possess sole voting power over any shares beneficially owned.
(2)    Based solely on an Amendment to Schedule 13G filed with the SEC on January 31, 2022, BlackRock, Inc. reported aggregate beneficial ownership of approximately 7.6%, or 200,021,352 shares, of our common stock as of December 31, 2021. BlackRock reported that it possessed sole voting power of 173,829,767 shares and sole dispositive power of 200,021,352 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 14, 2022, State Street Corporation reported aggregate beneficial ownership of approximately 5.51%, or 144,996,127 shares, of our common stock as of December 31, 2021. State Street reported that it possessed shared voting power of 126,280,614 shares and shared dispositive power of 144,677,639 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 47.
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 $13.2 million in fees during fiscal year 2021.
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 $2.2 million in fees during fiscal year 2021.

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 2021 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.

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2022 Proxy Statement
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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 pages 80 to 81 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 2021 Non-Employee Director Compensation