Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced by Johnson & Johnson (the "Company") on August 19, 2021,
effective as of January 3, 2022, Joaquin Duato, previously Vice Chairman of the
Company's Executive Committee, assumed the role of Chief Executive Officer
("CEO") of the Company and has been appointed as a member of the Company's Board
of Directors (the "Board"). Alex Gorsky, previously Chairman and CEO of the
Company, transitioned to Executive Chairman of the Company, also effective
January 3, 2022.
On January 4, 2022, the Board approved compensation changes for Mr. Duato and
Mr. Gorsky in conjunction with their respective role changes. Upon his
assumption of the CEO role, Mr. Duato's annual compensation opportunities
increased as follows: his annual base salary is $1,500,000, his annual incentive
target is 175% of base salary ($2,625,000), and his long-term incentive target
is 820% of base salary ($12,300,000). Actual annual incentive and long-term
incentive awards will be based on achievement of the applicable business and
individual performance objectives and subject to approval by the independent
members of the Board. As an employee of the Company, Mr. Duato will receive no
additional compensation for his service as a member of the Board.
In connection with his transition to Executive Chairman of the Company, Mr.
Gorsky's annual compensation opportunities were adjusted as follows: his annual
base salary was decreased to $1,400,000, and his annual incentive target for
2022 was decreased to 150% of base salary ($2,100,000). Actual payout of annual
incentive compensation will be based on achievement of the applicable business
and individual performance objectives and subject to approval by the independent
members of the Board. In conjunction with the Company's long-standing practice,
Mr. Gorsky will receive a long-term incentive award in February 2022 based on
his performance as Chairman and CEO in 2021. He will not be eligible to receive
future long-term incentive awards for his service in his capacity as Executive
Chairman.
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