2026 Proxy Statement and Additional Definitive Proxy Solicitation Materials
Definitive Proxy Statement, filed March 11, 2026
Additional definitive proxy soliciting materials and Rule 14(a)(12) material, filed March 11, 2026
Proxy Solicitation Materials.
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2026
Notice of Annuai Meeting & Proxy Statement
Notice of Annual Meeting & Proxy Statement
Time
Thursday, April 23, 2026 10:00 a.m., Eastern Time
Location
https://www.virtualshareholdermeeting. com/JNJ2026
Record Date
February 24, 2026
Items of BusinessProposals
Board
Recommendation Page
1 Elect the 12 nominees named in this Proxy Statement to serve as | FOR each Director nominee | Page 12 |
2 Vote, on an advisory basis, to approve named executive | FOR | Page 48 |
3 Ratify the appointment of PricewaterhouseCoopers LLP as our | FOR | Page 116 |
4 Vote on the shareholder proposal contained in this Proxy Statement, if | AGAINST | Page 119 |
Transact such other matters as may properly come before the Annual Meeting and at any adjournment or postponement of the Annual Meeting. |
Directors for the coming year.
officer compensation.
independent registered public accounting firm for 2026.
properly presented at the Annual Meeting.
Voting
You are eligible to vote if you were a shareholder of record at the close of business on February 24, 2026. Ensure that your shares are represented at the meeting by voting in one of several ways:
To vote via the internet prior to the meeting, go to the website listed on your proxy card or notice.
To vote by phone, call the telephone number specified on your proxy card or on the website listed on your notice.
If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote by mail.
Whether or not you plan to attend the Annual Meeting,
we call on you to vote and submit your proxy in advance of the meeting by using one of the methods described above.
You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson.
The 2026 Annual Meeting will be held online in a virtual format.
You or your proxyholder will be able to attend the 2026 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/ JNJ2026 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.
By order of the Board of Directors,
Marc Larkins
Corporate Secretary
Worldwide Vice President, Corporate Governance March 11, 2026
Important notice regarding the availability of Proxy Materials for the Annual Meeting of Shareholders of Johnson & Johnson
to be held on April 23, 2026.
The Proxy Statement and Annual Report to Shareholders are available athttps://www.investor.jnj.com/asm
Table of contents
5 A message from our Lead Independent Director
8 2026 Proxy Statement - summary
12 Board of Directors and corporate governance
ITEM 1: Election of Directors12 2026 Board nominees
13 Director nomination process and Board refreshment
15 Nominee skills, expertise and background
16 Board nominee biographies
22 Corporate governance
22 Corporate governance highlights
24 Board structure and operations
33 Oversight of our Company
38 Shareholder engagement
39 Related person transactions and Director independence
42 Director compensation
42 Fiscal 2026 non-employee Director compensation
42 Fiscal 2025 non-employee Director compensation
44 Director compensation policies and practices
44 Deferred fee plan for Directors
44 Additional arrangements
45 Stock ownership guidelines for non-employee Directors
45 Stock ownership information
45 Security ownership of certain beneficial owners, officers
and Directors
48 Compensation of executives
ITEM 2: Advisory vote to approve named executive officer compensation49 A message from our Compensation & Benefits Committee
50 Compensation Committee report
51 Compensation discussion and analysis
52 2025 Executive compensation summary
57 2025 Executive compensation
64 Compensation decisions for 2025 performance
66 NEO performance and compensation summaries
70 Executive compensation decision process
75 Additional information concerning executive compensation
77 Compensation policies and practices
78 Compensation decisions for 2024 performance
79 Reconciliation of non-GAAP performance measures
82 Executive compensation tables
82 Reconciliation of our CEO's 2025 total direct compensation to the 2025 summary compensation table
85 2025 Summary compensation table
91 2025 Grants of plan-based awards
94 2025 Outstanding equity awards at fiscal year-end
97 2025 Option exercises and stock vested
97 2025 Pension benefits
99 2025 Non-qualified deferred compensation
102 2025 Potential payments upon termination
105 Ratio of the annual total compensation of the median-paid employee to the CEO
106 Pay versus performance
114 Equity grant practices
115 | Audit matters |
115 | Audit Committee report |
ITEM 3: Ratification of appointment of independent registered public accounting firm | |
117 | Selection and engagement of audit firm |
117 | Audit and non-audit fees |
118 | Pre-approval of audit and non-audit services |
ITEM 4: Shareholder proposal - independent board chair
122 Other information
128 Non-GAAP reconciliation
Index of frequently requested information (alphabetical) | |||||||
123 | Annual Meeting attendance | 22 | Corporate governance highlights | 59 | Long-term incentives | 102 | Severance benefits |
77 | Anti-pledging, hedging policy | 36 | Cybersecurity | 123 | Notice and access | 38 | Shareholder engagement |
117 | Auditor fees | 16 | Director biographies | 57 | Pay for performance | 119 | Shareholder proposal |
117 | Auditor tenure | 40 | Director independence | 72 | Peer group comparisons | Stock ownership requirements: | |
14 | Board and Committees evaluation | 23 | Director overboarding policy | 64 | Perquisites | 45 | for non-employee Directors |
24 | Board leadership structure | 13 | Director qualifications | 37 | Political spending oversight | 77 | for executive officers |
33 | Board meeting attendance | 78 | Exec. comp. recoupment policies | 35 | Product quality and patient safety | 37 | Sustainability and environmental |
105 | CEO pay ratio | 37 | Human capital management | 22 | Proxy access | stewardship | |
66 | CEO performance evaluation | 26 | Lead Independent Director duties | 39 | Related person transactions | 122 | Voting |
71 | Compensation consultant | and responsibilities | 33 | Risk oversight | 127 | Websites and resources | |
52 | Compensation summary | ||||||
Our Credo
We believe our first responsibility is to the patients, doctors and nurses, to mothers and fathers and all others who use our products and services. In meeting their needs everything we do must be of high quality. We must constantly strive to provide value, reduce our costs and maintain reasonable prices. Customers' orders must be serviced promptly and accurately. Our business partners must have an opportunity to make a fair profit.
We are responsible to our employees who work with us throughout the world. We must provide an inclusive work environment where each person must be considered as an individual. We must respect their diversity and dignity and recognize their merit. They must have a sense of security, fulfillment and purpose in their jobs. Compensation must be fair and adequate and working conditions clean, orderly and safe. We must support the health and well-being of our employees and help them fulfill their family and other personal responsibilities. Employees must feel free to make suggestions and complaints. There must be equal opportunity for employment, development and advancement for those qualified. We must provide highly capable leaders and their actions must be just and ethical.
We are responsible to the communities in which we live and work and to the world community as well. We must help people be healthier by supporting better access and care in more places around the world. We must be good citizens - support good works and charities, better health and education, and bear our fair share of taxes. We must maintain in good order the property we are privileged to use, protecting the environment and natural resources.
Our final responsibility is to our stockholders. Business must make a sound profit. We must experiment with new ideas. Research must be carried on, innovative programs developed, investments made for the future and mistakes paid for. New equipment must be purchased, new facilities provided and new products launched. Reserves must be created to provide for adverse times. When we operate according to these principles, the stockholders should realize a fair return.
A message from our Lead Independent Director
Dear fellow shareholders,On behalf of the Board of Directors, thank you for your investment in Johnson & Johnson and the trust that it conveys. We are laser-focused on furthering the Company's strategic objectives, capital allocation priorities and good governance principles, all toward our shared ambition for the long-term success of Johnson & Johnson.
2025 was marked by extraordinary financial performance reflecting Johnson & Johnson's relentless commitment to serving patients. Taken together, the performance across the Company's portfolio reflects a new era of accelerated growth, driven by innovation in our six key businesses: Oncology, Immunology, Neuroscience, Cardiovascular, Surgery, and Vision. The Board has worked closely with senior management to execute on its long-term strategy across these key businesses, and the result is the strongest portfolio and pipeline in the Company's history. In furtherance of this prioritization, we also announced our intent to separate our Orthopaedics business, which we believe will enhance our operational focus while accelerating Johnson & Johnson's shift toward higher-growth markets.
Fostering innovation and continuing this level of performance requires the right mix of expertise and leadership on our Board. To that end, we are pleased to have elected two exceptional new Directors in 2025 - Daniel Pinto and John Morikis. I was personally inspired by the independent Directors' decision to extend my eligibility to serve on the Board for two years beyond the Company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards of governance for the Company.
The future is very bright and the Board is unwavering in its support of the Company's commitment to tackling the world's toughest health challenges. On behalf of the Board, I thank you for supporting these efforts. We will remain committed to driving long-term value for your investment. Your vote is important, and we kindly request that you review the voting recommendations contained in this Proxy Statement and share your perspectives with us throughout the year.
Sincerely,
Marillyn A. Hewson
Lead Independent Director
Living into Our Credo
Our Credo inspires us to lead with purpose, guiding our values and decisions as Johnson & Johnson. We are committed to advancing healthcare by delivering medicines and technologies for patients, supporting healthcare providers and strengthening communities. By improving access and outcomes worldwide, we create lasting value for those we serve. Every day, we strive to make a meaningful impact across all pillars of Our Credo, including the following:
Meeting the needs of patients, doctors and nursesAdvancing access to our products Championing a thriving
health workforce
Strengthening health systems
>2.8 billion dosesof Vermox® delivered since 2006, treating up to 100 million children and women for intestinal worms annually.
1.4 million nurses and healthcare workersequipped with essential skills and support, enabling them to create meaningful impact for patients in resource-limited settings.
200,000 community health workersdeployed to care for 100 million people in health systems in Africa thanks to support from The Johnson & Johnson Foundation for Africa Frontline First.
Empowering our employeesWe care for our employees' physical, mental, emotional and financial health
Care
89% of responding employees rated our comprehensive health and wellbeing offerings favorably - our highest rating to date.
Helping employees turn passions into future skills
Learn
85% of responding employees reported having meaningful opportunities to build and enhance their skills at J&J. During our third Global Learning Day, employees completed nearly 500,000 hours of learning, reflecting strong engagement in our
development programs.
Fostering a culture of inclusion and belonging that drives engagement and retention of our global talent
Include
88% of responding employees agree that J&J fosters a workplace that respects the dignity and diversity of all employees.
Enriching the communities in which we live and workAdvancing our environmental health commitments
26% reductionof our absolute Scope 1 & 2 GHG emissions between 2021-2024.
Closing the gap between communities and safe surgical care
5 million childrenscreened for vision issues and 300,000 patients supported thanks to expanded surgical care and eye health programs, which equip 50,000 health workers to help more people live, see and smile.
Employees leading the way
18,500 employeesparticipated in a company-facilitated volunteer activity, and ~$34 million was provided through matching gifts to support 9,600 nonprofit organizations around the world.
Delivering for our shareholders28 Innovative Medicine products & MedTech platforms >$1 billion in annual sales
MedTech (13)
Innovative Medicine (15)1
A strong, consistent, sustainable business
~$20B
in free cash flow2
63
years of dividend increases
~$32B
invested in research and inorganic innovation
51
Innovative Medicine regulatory approvals in major markets3
40+
MedTech regulatory approvals in major markets4
11 Driving scientific innovation through significant pipeline advancementsInnovative Medicine
32
regulatory submissions across major markets
17
positive readouts from key studies
new Phase 3 programs initiated
MedTech
15
launches in major markets
>60
active clinical trials
Sales by geographic areaDollars in billions
85.2 88.8 94.2
50.3
46.4
53.8
38.7
40.4
38.5
2023 2024 2025
Net earningsDollars in billions
25.4 24.2 26.2
14.1
13.3
26.8
2023 2024 2025
Earnings per shareDollars
9.92 9.98 10.79
5.79
5.20
11.03
2023 2024 2025
U.S. InternationalGAAP:
Net Earnings
Non-GAAP:5Adjusted Net Earnings
GAAP: EPS Non-GAAP:5Adjusted EPS
Note: All data included is based on 2025 full year unless noted otherwise. Non-GAAP reconciliations schedules can be found on page 128. Sales figures may not sum to total due to rounding.
(1) SIMPONI includes SIMPONI and SIMPONI ARIA.
(2) Non-GAAP measure; defined as cash flow from operating activities, less additions to property, plant and equipment.
(3) Includes the U.S., EU, Japan, and China.
(4) Includes the U.S. and EU.
(5) Non-GAAP measure; excludes intangible amortization expense and special items.
2026 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.
Highly qualified slate of Director nominees with broad and relevant leadership experience.
All nominees are independent, except the Chairman and CEO.
Average Director tenure is approximately five and a half years, with frequent refreshment.
Election of 12 Director nominees
1
The Board recommends a vote FOR each Director nominee.
See page 12
Director nominee snapshot
Independence
Average age
Average tenure
1
92%
Independent
11
2
65
years old
10
2
3
~5.5
years
4
3
Independent
◼ 60s ◼ 70s
Board composition
0-2 years ◼ 6-9 years
3-5 years ◼ 10+ years
| 7 out of 12 Academia/ Government |
4 out of 12 Digital | 11 out of 12 Executive Leadership |
8 out of 12 Financial |
8 out of 12 International Business/Strategy |
5 out of 12 Marketing/Sales | 8 out of 12 Regulatory | 5 out of 12 Science/ Technology |
Healthcare Industry
The Compensation & Benefits Committee provides independent oversight with the assistance of an independent external advisor.
Executive compensation targets are determined based on an annual review of publicly available information and executive compensation surveys among the executive peer group.
Advisory vote to approve named executive officer compensation (Say on Pay)
2
The Board recommends a vote FOR this proposal.
See page 48
Base salary, annual incentive and long-term incentives
Below we describe the components of our total direct compensation, how we determine each component's amount and why we pay them.
Component Form
Vesting /
performance period How amount is determined Why we pay each component
Base salary | Cash | Ongoing |
|
|
Annual incentive | Cash | 1 year |
|
long-term strategic plan. |
Long-term incentives | Equity | 3 years (options: 10-year term) |
|
|
Below we describe the forms of long-term incentives we use for our named executive officers, their weighting, performance periods, how the payouts are determined and why we use them.
Long-term
incentive form Mix
Vesting /
performance period How payouts are determined Why we use them
Performance share units (PSUs) | 60% |
|
|
|
Options | 30% |
|
|
|
Restricted share units (RSUs) | 10% |
|
|
|
Notes:
Cumulative adjusted operational EPS is a non-GAAP measure. See page 81 for details.
No dividend equivalents are paid on our unvested PSUs, options or RSUs.
Nearly 92% of shares voted supported Say on Pay at our Annual Meeting in 2025. We continued to discuss our executive compensation program with our shareholders during the 2025 engagement cycle, and we describe in more detail our Say on Pay results on page 54.
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.
New lead engagement partner selected in connection with the mandated rotation every five years.
Ratification of appointment of independent registered public accounting firm
3
The Board recommends a vote FOR this proposal.
See page 116
The Board should have the flexibility to tailor its leadership structure to best fit the Company's needs.
The present structure has positioned the Board to effectively oversee risk and have strong performance without material governance failures.
The Board consistently considers and seeks to incorporate shareholders' interests.
4
The Board recommends a vote AGAINST this proposal.
See page 119
Board of Directors and corporate governance
There are 12 Director nominees for election at our 2026 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, other than Messrs. Morikis and Pinto, were elected to the Board at the last Annual Meeting. All Director nominees are currently serving as Directors of the Company.
Election of Directors
1
The Board of Directors recommends a vote FOR election of each of the below-named Director nominees.
2026 Board nominees
M. C. Beckerle
J. A. Doudna
J. Duato
M. A. Hewson
P. A. Johnson
H. Joly
M. B. McClellan
J. G. Morikis
D. E. Pinto
M. A. Weinberger
N. Y. West
E. A. Woods
Director nomination process and Board refreshment
Board refreshment and composition is an area of particular focus at Johnson & Johnson. The Board has 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, available at https://www.jnj.com/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 has welcomed five new Directors in the past five years.
The Board has a policy of mandatory director retirement at age 72. The Board considers exceptions to this policy when in the best interests of our Company. The Board determined that it is in the best interests of our Company and its shareholders to extend Marillyn Hewson's eligibility for Board service beyond our Company's retirement age for an additional two years, including 2026 and 2027. For further detail, see "Strong Lead Independent Director" on page 25 of this Proxy Statement.
Understanding the importance of Board composition and refreshment for effective oversight, the Nominating & Corporate Governance Committee strives to maintain a Board of Directors that reflects differences in skills, regional and industry experience, perspectives, background and other characteristics that are applicable to our Company's business strategy. The Nominating & Corporate Governance Committee annually considers the size, composition and needs of the Board, reviews potential candidates and recommends Director nominees for approval.
The Nominating & Corporate Governance Committee considers suggestions from many sources, including shareholders, regarding potential candidates to serve on the Board. All recommendations, together with appropriate biographical information, should be submitted to the Office of the Corporate Secretary at our principal office address as set forth on page 126. Candidates proposed by shareholders are evaluated by the Nominating & Corporate Governance Committee in the same manner as other potential candidates.
Director qualificationsCandidates 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.
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.
Reflect differences in skills, regional and industry experience, background and other unique characteristics.
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.
At the end of 2025, the Chief Human Resources Officer met with each Director individually to collect feedback on the Board's responsibilities, structure, composition, procedures, priorities, culture and engagement.
Collection of feedback
Directors had the opportunity to provide anonymous written comments through secure technology to enable additional candid feedback.
Anonymous Director comments and feedback
Committee members engage in an annual self-evaluation process during an executive session of each Committee.
Committee self-evaluations
In all cases, input from the evaluations was summarized and discussed with the Board.
Assessment of feedback
The results of the evaluations in 2025 were positive and affirming, with a continued interest in focusing on risk management, developments in technology, and Board refreshment and composition. Upon completion of the self-evaluation, each Committee Chair shares the results and any follow-up actions with the Board.
Discussion and implementation of results
Skills and expertise | ||||||||||||
Academia/Government Leadership or senior advisory position in government or with an academic institution (either in an administrative or faculty role) | ||||||||||||
Digital Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy | ||||||||||||
Executive Leadership Senior management position, including as chief executive officer, at a large publicly traded or private company, or other large complex organization (such as government, academic or not-for-profit) | ||||||||||||
Financial Significant experience in positions requiring financial knowledge and analysis, including in accounting, corporate finance, treasury functions and risk management from a financial perspective | ||||||||||||
Healthcare Industry Management-level experience in an industry involving healthcare products or services | ||||||||||||
International Business/Strategy Leadership position in an organization that operates internationally, especially on a broad basis and/or in the geographic regions in which the Company operates | ||||||||||||
Marketing/Sales Strategic or management experience involving the marketing and branding of products, including for retail markets | ||||||||||||
Regulatory Work experience within a government-regulated or heavily regulated industry | ||||||||||||
Science/Technology Advanced scientific or technological degree and related work experience in a scientific or technological field |
| Independent | I | I | I | I | I | I | I | I | I | I | I | |
|
Age | 71 | 62 | 63 | 72 | 66 | 66 | 62 | 62 | 63 | 64 | 64 | 61 |
|
Tenure (years) | 10 | 7 | 4 | 6 | 3 | 6 | 12 | <1 | <1 | 6 | 5 | 2 |
Board nominee biographies Mary C. Beckerle, Ph.D.
Age: 71
Independent Director since 2015
Committees:
Chair, Science & Technology
Member, Regulatory Compliance & Sustainability
Career highlights
University of Utah (current)
Distinguished Professor of Biology and Oncological Sciences
Huntsman Cancer Institute
Chief Executive Officer Emerita
Other public board service
Exelixis (since 2024)
Huntsman Corporation (since 2011)
Other affiliations
Medical Advisory Board, Howard Hughes Medical Institute
Board of Scientific Advisors, National Cancer Institute (2018-2022)
Advisory Committee to the Director, National Institute of Health (2007-2010; 2024-2025)
Director, American Association for Cancer Research (2013-2016)
President, American Society for Cell Biology (2006-2007)
Elected membership to National Academy of Sciences, American Philosophical Society, and American Academy of Arts and Sciences
Skills & qualifications
Expertise in scientific research and organizational management in the healthcare arena
Active participant in national and international scientific affairs
Strong focus on patient experience
Jennifer A. Doudna, Ph.D.Age: 62
Independent Director since 2018
Committees:
Member, Nominating & Corporate Governance
Member, Science & Technology
Career highlights
University of California, Berkeley (current)
Principal Investigator, Doudna Lab
Founder, Innovative Genomics Institute
Professor, Biochemistry, Biophysics and Structural Biology
Founder, Laboratory for Genomics Research
Other public board service
Tempus AI, Inc. (since 2024)
Awards and recognitions
Nobel Prize Recipient in Chemistry (2020)
Other affiliations
Advisory Board, Caribou Biosciences, Inc.
Advisory Board, Intellia Therapeutics, Inc.
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
Joaquin DuatoAge: 63
Management Director since 2022
Committees:
Chair, Finance
Career highlights
Johnson & Johnson
Chairman of the Board and Chief Executive Officer (current)
Vice Chairman of the Executive Committee
Executive Vice President, Worldwide Chairman, Pharmaceuticals
Worldwide Chairman, Pharmaceuticals
Company Group Chairman, Pharmaceuticals
Other public board service
Hess Corporation (2019-2022)
Other affiliations
Business Council
Business Roundtable
New Jersey CEO Council
Spain-U.S. Chamber of Commerce
Marillyn A. HewsonAge: 72
Independent Director since 2019
Lead Director Committees:
Chair, Nominating & Corporate Governance
Member, Compensation & Benefits
Member, Finance
Chair, Special Committee -Orthopaedics Separation
Career highlights
Lockheed Martin Corporation (retired)
Executive Chairman
Chairman, President and Chief Executive Officer
Chief Executive Officer and President
Other public board service
Chevron Corporation (since 2021)
Lockheed Martin Corporation (2012-2021)
Other affiliations
Fellow at American Institute of Aeronautics and Astronautics and the American Academy of Arts and Sciences
University of Alabama President's Cabinet
Board of Visitors, Culverhouse College of Business
Member, National Academy of Engineering
Skills & qualifications
Decades of broad experience spanning multiple business segments, geographies and functions at the leading, most comprehensive healthcare innovation powerhouse
Globally minded, purpose-driven business leader with a deep commitment to Our Credo values
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
Paula A. Johnson, M.D.Age: 66
Independent Director since 2023
Committees:
Member, Nominating & Corporate Governance
Member, Science & Technology
Career highlights
Wellesley College (current)
President
Brigham and Women's Hospital
Executive Director of the Connors Center for Women's Health and Gender Biology
Chief of the Division of Women's Health
Harvard Medical School
Professor of Medicine
Harvard School of Public Health
Professor of Epidemiology
Other public board service
Abiomed, Inc. (2020-2022)
Eaton Vance Corp. (2018-2022)
West Pharmaceutical Services (2008-2021)
Other affiliations
Member, National Academy of Medicine and the American Academy of Arts and Sciences Rockefeller University
Director, Isabella Stewart Gardner Museum
Director, The Rockefeller University
Hubert JolyAge: 66
Independent Director since 2019
Committees:
Chair, Audit
Member, Nominating & Corporate Governance
Member, Special Committee -Orthopaedics Separation
Career highlights
Best Buy Co., Inc. (retired)
Executive Chairman
Chairman, President and Chief Executive Officer
President and Chief Executive Officer
Harvard Business School (current)
Senior Lecturer of Business Administration
Other public board service
S&P Global, Inc. (since 2026)
Ralph Lauren Corporation (2009-2025)
Best Buy Co., Inc. (2012-2020)
Other affiliations
Trustee, New York Public Library
Director, Sciences Po American Foundation
International Advisory Board, HEC Paris
Skills & qualifications
Expertise in medical research, public health and health policy
Visionary in understanding and improving the standard of care across distinct patient categories (notably in women's health)
Proven leadership
across complex organizations focused on cross-functional collaboration and
increased inclusivity
Passionate educator focused on accessibility of STEM curriculum for diverse student populations
Skills & qualifications
Extensive strategic, operational and financial expertise relevant to international corporations
Led the successful digital transformation of businesses focusing on the customer experience
Experience in business transformation and human capital management
Mark B. McClellan, M.D., Ph.D.Age: 62
Independent Director since 2013
Committees:
Member, Regulatory Compliance & Sustainability
Member, Science & Technology
Career highlights
Duke University (current)
Director, Duke-Robert J. Margolis, MD, Center for Health Policy
Margolis Professor of Business, Medicine and Policy
The University of Texas (current)
Faculty Member, Dell Medical School
Other public board service
Alignment Healthcare (since 2021)
Cigna Corporation (since 2018)
Other affiliations
Director, Research! America
Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare
Director, National Alliance for Hispanic Health
Director, PrognomIQ, Inc.
Director, United States of Care
Co-Chair Guiding Committee, Health Care Payment Learning and Action Network
John G. MorikisAge: 62
Independent Director since 2025
Committees:
Member, Audit
Member, Compensation & Benefits
Career highlights
The Sherwin-Williams Company (retired)
Executive Chairman, President and Chief Executive Officer
President and Chief Operating Officer
Division President
Group President
Other public board service
General Mills, Inc. (since 2024)
United Parcel Service, Inc. (since 2025)
Whirlpool Corporation (since 2025)
Other affiliations
Chair, University Hospitals Health System, Inc.
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
Skills & qualifications
Expertise in executive and operational leadership relevant to global industry
Insight and extensive experience in global expansion, business management, strategic planning and transformation, finance, supply chain optimization and
product innovation
Led successful technology advancements to enhance the customer experience and drive operational efficiency
Deep understanding of complex healthcare systems, including its delivery systems, funding sources, regulations and current trends
Daniel E. PintoAge: 63
Independent Director since 2025
Committees:
Member, Audit
Member, Compensation & Benefits
Member, Special Committee -Orthopaedics Separation
Career highlights
JPMorganChase (current)
Vice Chairman
President
Chief Operating Officer
Other affiliations
Director, Institute of International Finance
Skills & qualifications
Demonstrated excellence in executive and operational leadership within a large global corporation
Extensive experience overseeing international markets with notable experience in emerging markets in Eastern Europe, the Middle East, Africa and Asia
Expertise in accounting, capital markets and investment banking
Mark A. WeinbergerAge: 64
Independent Director since 2019
Committees:
Chair, Regulatory Compliance & Sustainability
Member, Audit
Member, Special Committee -Orthopaedics Separation
Career highlights
Ernst & Young (retired)
Global Chairman and Chief Executive Officer
U.S. Government
Assistant Secretary of the U.S. Treasury (George W. Bush Administration)
U.S. Social Security Administration Advisory Board (Bill Clinton Administration)
Other public board service
JPMorganChase (since 2024)
MetLife Inc. (since 2019)
Saudi Aramco (since 2019)
Accelerate Acquisition Corp. (2021-2022)
Other affiliations & accreditations
Senior Advisor to Tanium, Inc., Stone Canyon Industries Holdings Inc., and Teneo
Director, National Bureau of Economic Research
Director, JUST Capital
Skills & qualifications
Experience leading a global business and working at the highest levels of government
Track record of driving transformative change in the public and private sectors during periods of unprecedented disruption
Expertise in accounting, compliance and corporate governance, with a strong commitment to
corporate purpose
Nadja Y. West, M.D.Age: 64
Independent Director since 2020
Committees:
Member, Regulatory Compliance & Sustainability
Member, Science & Technology
Member, Special Committee -Orthopaedics Separation
Career highlights
U.S. Army (retired)
Lieutenant General
44th Army Surgeon General and the Commanding General of the
U.S. Army Medical Command
Joint Staff Surgeon
Deputy Chief of Staff for Support, U.S. Army Medical Command
Other public board service
Nucor Corporation (since 2019)
Tempus AI, Inc. (since 2024)
Tenet Healthcare Corporation (since 2019)
Other affiliations
Trustee, Mount St. Mary's University
Trustee, National Recreation Foundation
Trustee, Center for Naval Analysis
Trustee, The Olmsted 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
Eugene A. WoodsAge: 61
Independent Director since 2023
Committees:
Chair, Compensation & Benefits
Member, Regulatory Compliance & Sustainability
Career highlights
Advocate Health (current)
Chief Executive Officer
CHRISTUS Health
President and Chief Operating Officer
St. Joseph Health Care for Catholic Health Initiatives
Chief Executive Officer
Senior Vice President, Operations
Other public board service
Best Buy Co., Inc. (2018-2024)
Other affiliations
Chair, Federal Reserve Bank of Richmond (2022)
Chair, American Hospital Association board of trustees (2017)
Skills & qualifications
More than three decades of experience overseeing
healthcare facilities including hospitals, academic institutions and other community-based systems
Proven record of business expansion through geographic growth, digital innovation, and mergers and acquisitions
Deep understanding of patient needs in rural and urban populations
Corporate governance Corporate governance highlights
Johnson & Johnson is guided 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.jnj.com/principles-of-corporate-governance.
Effective Board structure and composition
Strong independent Board leadership All Directors other than our Chairman and CEO are independent. All
Committees other than the Finance Committee are comprised only of independent Directors.
Lead Independent Director The independent Directors appoint a Lead Independent Director on an
annual basis.
Annual review of Board leadership The Nominating & Corporate Governance Committee conducts an
annual review of the Board leadership structure to ensure effective Board leadership.
Accountability of Chairman / CEO The independent Directors evaluate the performance of the Chairman and
CEO each year in executive sessions and determine compensation.
Executive sessions of independent Directors
Private Committee sessions with key compliance leaders
Rigorous Board and Committee evaluations
Independent Directors are allotted time to meet in executive session without management present at each Board and Committee meeting.
Independent Directors hold private Committee sessions with key compliance leaders without the Chairman and CEO present.
The Board evaluates its performance on an annual basis. Each Committee evaluates its performance on an annual basis based on guidance from the Nominating & Corporate Governance Committee.
Regular Board refreshment The Board's balanced approach to refreshment results in an effective mix
of experienced and new Directors.
Mandatory Director retirement age Mandatory retirement age of 72 years, with exceptions considered.
Responsive and accountable to shareholders
Annual election of Directors Each Director is elected annually to ensure accountability to
our shareholders.
Majority voting standard for Director elections
In an election where the number of Directors nominated does not exceed the total number of Directors to be elected, Director nominees must receive the affirmative vote of a majority of votes cast to be elected. If a Director nominee receives more votes "against" his or her election than votes "for" his or her election, the Director must promptly offer his or her resignation.
One class of stock Our common stock is the only class of shares outstanding.
Proxy access Each shareholder or a group of up to 20 shareholders owning 3% or more of our common stock continuously for at least three years may nominate and include in our proxy materials Director nominees constituting up to 20% of the Board, in accordance with the terms set forth in our By-Laws.
Director overboarding policy A director who serves as CEO at our or any other public company should
not serve on more than two public company boards. Other directors should not serve on more than five public company boards.
No shareholder rights plan We do not have a "poison pill" and have no intention of adopting one at
this time.
No supermajority requirements in certificate of incorporation or By-laws
Shareholder right to call a special meeting
Removal of Directors with or without cause
Our Restated Certificate of Incorporation, as amended, and By-Laws contain majority standards for all actions requiring shareholder approval.
Shareholders holding 10% of shares may call a special meeting for good cause, and shareholders holding 25% of shares may call a special meeting for any reason.
Directors may be removed by shareholders with or without cause.
Active shareholder engagement See pages 38 to 39 for more information on our shareholder
engagement program.
Annual Say on Pay advisory vote Shareholders are asked to vote annually on our named executive
officer compensation.
Policy against pledging, hedging and short selling of Company stock
We have a policy prohibiting directors and executive officers from pledging, hedging or short selling Company stock
(see https://www.investor.jnj.com/corporate-governance).
Code of Business Conduct We have a comprehensive Code of Business Conduct designed to provide
Directors, senior executives and employees with guidance on our Company's compliance policies. Directors, members of the Company's Executive Committee and all employees receive biennial training on the Code of Business Conduct.
Compensation recoupment policy We have comprehensive compensation recoupment policies designed to
ensure that management is held accountable in the event of specified misconduct or financial restatements as further described in the respective policy (see https://www.investor.jnj.com/governance/corporate-governance-overview/compensation-recoupment-policies).
Stock ownership guidelines Company ownership guidelines require our CEO to own shares equal to
twelve times his/her base salary and each of our other named executive officers to own sufficient shares equal to six times their base salaries. See stock ownership guidelines for named executive officers on page 77.
Insider trading policy Our Code of Business Conduct applies to all employees and prohibits the use of non-public information to buy or sell the Company's stock.
The Insider Stock Trading Policy for Directors, Executive Officers and Insiders includes additional restrictions on certain "Insiders" such as pre-clearance requirements and blackout periods.
Key elements of our executive compensation programs
Balanced performance-based awards Performance-based awards are based on the achievement of strategic and
leadership objectives in addition to financial metrics and relative shareholder returns versus peers.
Multi-year performance period and vesting
The performance period and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period.
Balanced mix of pay components The target compensation mix is weighted toward long-term equity
compensation vesting over three years.
Capped incentive awards Annual performance bonuses and long-term incentive awards are capped at
200% of target.
No change-in-control arrangements None of our executive officers have in place any change-in-control
arrangements that would result in guaranteed payouts.
Board structure and operations Board leadership structure Chairman/CEO partnered with a strong Lead Independent DirectorEvaluated and appointed annually by the independent Directors
All five main Board Committees comprise independent Directors
Independent Directors meet regularly in executive session at Committee and Board meetings
Joaquin Duato
Chairman of the Board and CEO
Marillyn A. HewsonLead Independent Director
Hubert Joly
Audit Committee Chair
Marillyn A. Hewson
Nominating & Corporate Governance Committee Chair
Mark A. Weinberger
Regulatory Compliance & Sustainability Committee Chair
Mary C. Beckerle
Science & Technology Committee Chair
Eugene A. Woods
Compensation & Benefits Committee Chair
Joaquin Duato
Finance Committee Chair
For 2026, the independent Directors decided to continue with a leadership structure composed of a combined Chairman and CEO partnered with a strong Lead Independent Director. Having one leader with deep industry experience and Company knowledge in a combined Chairman and CEO role provides clear accountability and decisive and effective leadership.
The Board and the Nominating & Corporate Governance Committee reviews and evaluates its leadership structure on an annual basis, including determining whether the roles of the Chairman and CEO should be held by one individual or should be separated. In reaching a decision, the independent Directors consider, among other factors:
The combined experience of the independent Directors across companies with varied leadership structures.
The highly regulated, complex, global nature of our Company's businesses.
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 its performance, including the Board's efficacy at overseeing specific Enterprise risks.
The Chairman's performance in that role (separate and apart from performance as CEO, where 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.
The Board believes that there is no single leadership structure that is optimal in all circumstances. Instead, the Board relies on its judgment to determine the most appropriate leadership structure to provide responsible oversight and create long-term sustainable value for our shareholders in the context of the specific circumstances and challenges facing our Company. The Board also considers feedback from investors and other stakeholders in determining the leadership structure.
The Board believes its leadership structure also ensures effective and productive oversight and accountability over our Company and combined Chairman and CEO. In furtherance of this oversight and accountability, the Lead Independent Director, alongside the other independent Directors, lead the annual performance review of the Chairman and CEO and determine compensation in light of that performance. Other responsibilities of the Lead Independent Director as related to oversight are described further below.
Strong Lead Independent Director
Serves as appropriate counterbalance to the CEO/Chair
Leads rigorous, independent Board oversight
Regularly engages with shareholders to solicit feedbackThe Lead Independent Director is selected annually by the independent Members of the Board and provides strong independent leadership of the Board, maintaining regular contact with the Chairman and CEO. Please also see A Message from our Lead Independent Director on page 5 of this Proxy Statement, which illustrates how the Lead Independent Director and the Board are providing rigorous, independent oversight of our Company.
The independent Directors firmly believe that our Company's current Board structure, with a robust Lead Independent 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.
To further this strong leadership structure and maintain continuity for the near term, the Board determined that it is in the best interests of our Company and its shareholders to extend Marillyn Hewson's eligibility for Board service beyond our Company's retirement age for an additional two years of service, including in 2026 and 2027. As Lead Independent Director and Chair of the Nominating & Corporate Governance Committee, Ms. Hewson has significant leadership responsibilities. Her extensive leadership experience with highly regulated, complex, global companies, coupled with her technical expertise, uniquely positions her to add value to the Board during this additional term of service.
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.
Duties and responsibilities of the Lead Independent Director
Board agendas, information and schedules
Committee agendas and schedules
Approves information sent to the Board and determines timeliness of information flow from management.
Provides feedback on quality and quantity of information flow from management.
Participates in setting, and ultimately approves, the agenda for each Board meeting.
Approves meeting schedules to ensure sufficient time for discussion of all agenda items.
Partners with the Chairman and CEO to determine who attends Board meetings, including management and outside advisors.
Reviews in advance the schedule of Committee meetings.
Monitors flow of information from Committee Chairs to the Board.
Board executive sessions • Has the authority to call meetings and executive sessions of the independent Directors.
Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent Directors.
Communicating with management
Communicating with stakeholders
Chair and CEO performance evaluations
Board performance evaluation
New Board member recruiting
After each executive session of the independent Directors, communicates with the Chairman and CEO to provide feedback and also to act upon the decisions and recommendations of the independent Directors.
Acts as liaison between the independent Directors and the Chairman and CEO and management on a regular basis and when special circumstances arise.
Meets with major shareholders or other external parties.
Is regularly apprised of inquiries from shareholders and involved in responding to these inquiries.
Under the Board's guidelines for handling shareholder and employee communications to the Board, is advised promptly of any communications directed to the Board or any member of the Board that allege misconduct on the part of Company management, or raise legal, ethical or compliance concerns about Company policies or practices.
Leads the annual performance evaluation of the Chairman and CEO, considering separately performance as Chairman and performance as CEO.
Leads the annual performance evaluation of the Board.
Interviews Board candidates, as appropriate.
CEO succession • Leads the CEO succession planning process.
Crisis management • Participates in crisis management oversight, as appropriate.
Limits on leadership positions of other Boards
May only serve as chair, lead or presiding director, or similar role, or as CEO of another public company, if approved by the Board upon recommendation from the Nominating & Corporate Governance Committee.
Board CommitteesThe Board has five main standing Committees: Audit, Compensation & Benefits, Nominating & Corporate Governance, Regulatory Compliance & Sustainability, and Science & Technology, 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 our Company's website at https://www.investor.jnj.com/governance/corporate-governance-overview), 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.
Reports regularly to the Board on its meetings and reviews with the Board significant issues and concerns that arise at Committee meetings.
In addition, the Board has a standing Finance Committee, composed of the Chairman and CEO and the Lead Independent Director, which exercises the authority of the Board between Board meetings in accordance with our Company's By-Laws.
Special Committee - Orthopaedics Separation
In 2025, the Board formed a Special Committee to oversee the potential separation of our Company's Orthopaedics business from its MedTech businesses (the "Separation Transaction"). The Special Committee operates under a written charter adopted by the Board. The following pages describe the responsibilities and members of each of the five main standing Board Committees as well as the Special Committee.
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Disclaimer
Johnson & Johnson published this content on March 11, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 11, 2026 at 13:25 UTC.
