JOHNSON & JOHNSON, DEF 14A filed on 3/12/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
 12 Months Ended
Dec. 29, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Johnson & Johnson
Entity Central Index Key 0000200406
v3.25.0.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 29, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Jan. 01, 2023
USD ($)
$ / shares
Jan. 02, 2022
USD ($)
$ / shares
Jan. 03, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
ABCDEFGHIJ
Value of initial fixed $100 investment based on:
YearSummary
compensation
table total for
PEO		Compensation
actually paid
to PEO		Average
summary
compensation
table total for
non-PEO NEOs		Average
compensation
actually paid
to non-PEO
NEOs		Total
shareholder
return		Peer group
total
shareholder
return (S&P
Pharmaceuticals
sub index)		Peer group
total
shareholder
return
(S&P
Healthcare
Equipment
sub index)		Net
income
($ millions)		Annual
relative
total
shareholder
return
(% points)
2024$24,302,360$16,980,925$11,243,745$8,560,550$113.91$159.21$137.8114,066(19.9 %)
202328,397,24013,839,32012,492,5597,116,002119.65147.13124.2235,153(18.6)
202213,099,48718,910,9848,021,79611,882,576130.91146.65113.9217,9415.6 
202126,741,95939,418,76212,498,02916,589,484123.54135.21140.4020,878(2.4)
202029,575,97428,993,38712,948,37011,481,071110.85107.53117.6314,7141.6 
        
Company Selected Measure Name Annual relative total shareholder return        
Named Executive Officers, Footnote
Executive namePEONon-PEO NEO
2020202120222023202420202021202220232024
A. GorskyXX
J. DuatoXXXXX
J. WolkXXXXX
P. StoffelsXX
J. TaubertXXXXX
A. McEvoyXX
T. MongonX
J. ReedXX
P. FasoloX
T. SchmidX
        
Peer Group Issuers, Footnote
Competitor composite peer group
Innovative MedicineMedTechConsumer Health
(Excluded After August 2023)
AbbVie Inc.Alcon, Inc.Beiersdorf AG
Amgen Inc.Bausch & Lomb Inc.Colgate-Palmolive Co
AstraZeneca PLCBoston Scientific CorporationL'Oreal S.A.
Bristol-Myers Squibb CompanyThe Cooper Companies, Inc.The Procter & Gamble Company
Eli Lilly & CompanyIntuitive Surgical, Inc.Reckitt Benckiser Group plc
GlaxoSmithKline plcMedtronic plcUnilever PLC
Merck & Co IncSmith & Nephew plc
Novartis AGStryker Corporation
Pfizer IncZimmer Biomet Holdings, Inc
Roche Holding Ltd
Sanofi
        
PEO Total Compensation Amount $ 24,302,360 $ 28,397,240 $ 13,099,487 $ 26,741,959 $ 29,575,974
PEO Actually Paid Compensation Amount $ 16,980,925 13,839,320 18,910,984 39,418,762 28,993,387
Adjustment To PEO Compensation, Footnote
The following table shows the 2024 adjustments made to total compensation to determine the compensation actually paid:
ExecutiveSummary
compensation
table total		Minus
summary
compensation
table value of
equity awards		Plus
pay versus
performance value
of equity awards		Minus
summary
compensation
table change
in the actuarial
present value of
pension benefits		Plus
pay versus
performance
value of
pension
benefits		Equals
compensation
actually paid
PEO$24,302,360$15,707,150$10,563,053$2,694,000$516,662$16,980,925
Average of Non-PEO NEOs11,243,7456,337,9154,339,254981,750297,2168,560,550
The following table shows the 2024 amounts included in the pay-versus-performance value of equity awards.
ExecutiveYear-end fair value of equity awards granted during applicable yearChange in fair value as of year-end of any prior-year awards that remain unvested as of year-endChange in fair value as of the vesting date of any prior-year awards that vested during applicable yearFair value at the end of the prior year of equity awards that failed to meet vesting conditions in the yearPay versus performance value of equity awards
PEO$14,429,512$(1,979,600)$(67,233)$(1,819,626)$10,563,053
Average of Non-PEO NEOs5,822,384(638,499)(52,232)(792,399)4,339,254
ExecutiveService costs attributable to the applicable yearPrior service costs introduced during the applicable yearPay versus
performance
value of
pension
benefits
PEO$516,662$0$516,662
Average of other NEOs297,2160297,216
        
Non-PEO NEO Average Total Compensation Amount $ 11,243,745 12,492,559 8,021,796 12,498,029 12,948,370
Non-PEO NEO Average Compensation Actually Paid Amount $ 8,560,550 7,116,002 11,882,576 16,589,484 11,481,071
Adjustment to Non-PEO NEO Compensation Footnote
The following table shows the 2024 adjustments made to total compensation to determine the compensation actually paid:
ExecutiveSummary
compensation
table total		Minus
summary
compensation
table value of
equity awards		Plus
pay versus
performance value
of equity awards		Minus
summary
compensation
table change
in the actuarial
present value of
pension benefits		Plus
pay versus
performance
value of
pension
benefits		Equals
compensation
actually paid
PEO$24,302,360$15,707,150$10,563,053$2,694,000$516,662$16,980,925
Average of Non-PEO NEOs11,243,7456,337,9154,339,254981,750297,2168,560,550
The following table shows the 2024 amounts included in the pay-versus-performance value of equity awards.
ExecutiveYear-end fair value of equity awards granted during applicable yearChange in fair value as of year-end of any prior-year awards that remain unvested as of year-endChange in fair value as of the vesting date of any prior-year awards that vested during applicable yearFair value at the end of the prior year of equity awards that failed to meet vesting conditions in the yearPay versus performance value of equity awards
PEO$14,429,512$(1,979,600)$(67,233)$(1,819,626)$10,563,053
Average of Non-PEO NEOs5,822,384(638,499)(52,232)(792,399)4,339,254
ExecutiveService costs attributable to the applicable yearPrior service costs introduced during the applicable yearPay versus
performance
value of
pension
benefits
PEO$516,662$0$516,662
Average of other NEOs297,2160297,216
        
Compensation Actually Paid vs. Total Shareholder Return
The chart below compares the compensation actually paid to our CEO and the average of our other NEOs with the Company’s cumulative TSR.
As described on page 67, our three-year TSR relative to our competitor composite peers is one of our PSU performance measures. However, the Company’s cumulative TSR without a peer comparison is not one of the performance measures we use in our annual or long-term incentive plans.
The Company’s cumulative TSR includes both our annual share price appreciation and the impact of reinvested dividends. Because most of our executives’ compensation is equity-based long-term incentives, which vary in value with the Company’s price, our CAP is aligned with the annual share price appreciation component of TSR. Dividends confound the relationship because they are included in the cumulative TSR but are not included in CAP because we do not pay dividends on unvested equity awards.
CAP vs. TSR
11141
nPEO CAPnAverage for Non-PEO NEO—TSR
        
Compensation Actually Paid vs. Net Income
The chart on page 116 compares the compensation actually paid to our CEO and the average of our other NEOs with the Company’s net income.
As described on pages 66 and 67, adjusted operational EPS is one of our annual incentive measures and three-year cumulative adjusted operational EPS is one of our PSU performance measures. These measures are compared to goals that we set at the beginning of each year for the annual incentives and at the beginning of each three-year performance period for the PSUs.
While annual net income impacts our adjusted operational EPS and three-year cumulative adjusted operational EPS, it is not one of the performance measures we use in our annual or long-term incentive plans. Therefore, any relationship of CAP with the Company’s annual net income would be indirect, at best, because it is not a performance measure in our compensation program and it is not compared to any goals.
Column I includes the Company’s net income, in millions, as reported in the Company’s audited financial statements. Net income in 2020-2023 includes the Consumer Health business, which separated from Johnson & Johnson in August 2023 as Kenvue. Net income in 2023 also includes proceeds from the sale of Kenvue. Net Income from Continuing Operations, which would have excluded this business, would have been $17.801 billion, $16.370 billion and $13.326 billion for 2021, 2022 and 2023, respectively.
CAP vs. net income
12620
nPEO CAPnAverage for Non-PEO NEO—Net income
        
Compensation Actually Paid vs. Company Selected Measure
The chart on page 117 compares the compensation actually paid to our CEO and the average of our other NEOs with the Company’s annual relative TSR.
Annual relative TSR directly impacts the three overlapping PSU performance cycles that are outstanding each year. Higher annual relative TSR increases the fair value of the outstanding PSUs and conversely lower annual relative TSR decreases the fair value of outstanding PSUs.
Performance against our annual incentive goals, three-year cumulative adjusted operational EPS PSU goals and changes in the fair value of long-term incentive awards granted each year confound the relationship of CAP and annual relative TSR because they are independent of annual relative TSR.
Note: We use three-year relative TSR as a PSU performance measure. However, SEC guidance limits the measures to one-year periods.
CAP vs. annual relative TSR
13572
nPEO CAPnAverage for Non-PEO NEO—Annual relative TSR
Annual relative TSR
TSR20202021202220232024
Johnson & Johnson9.3 %12.8 %8.0 %(8.6 %)(4.8 %)
Competitor composite7.7 15.2 2.4 10.0 15.1 
One-year relative TSR1.6 (2.4)5.6 (18.6)(19.9)
The TSR for each of the business groups within the competitor composite peer group is weighted based on the Company’s sales mix for the prior year as shown in the table below. Following the separation of our Consumer Health business, the Consumer Health group was removed from the Competitor Composite Peer Group. See page 78 for additional details.
Competitor composite peer group weightings
Business group2020202120222023
(Pre-Kenvue separation)		2023
(Post-Kenvue separation) 		2024
Innovative Medicine51.4 %54.7 %55.1 %55.4 %65.7 %63.8 %
MedTech31.6 27.8 28.9 28.9 34.3 36.2 
Consumer Health16.9 17.5 16.0 15.7 0.0 0.0 
Total100.0 100.0 100.0 100.0 100.0 100.0 
Note: Sum of individual components may not reflect total weighting due to rounding.
The TSR for each business group is weighted by the beginning of year market capitalization of each company. The companies in each business group are shown in the table on page 118.
        
Total Shareholder Return Vs Peer Group
The chart below compares the Company's cumulative TSR presented in the table with the cumulative TSR of our two peer indices: the S&P Pharmaceuticals Index and the S&P Healthcare Equipment Index.
We do not use the cumulative TSR of the S&P Pharmaceuticals Index or S&P Healthcare Equipment index as incentive measures for our NEOs. However, we do measure three-year relative TSR versus our competitor composite peer group as one of our PSU metrics, as described in greater detail in our PSU goal setting process on page 67. So, the relationship of CAP with our three-year relative TSR versus our competitor composite peer group is direct for each of the overlapping PSU performance periods shown in the table.
Cumulative TSR of the Company and peer groups
5497558165624
—Company TSR—S&P Pharmaceuticals TSR—S&P Healthcare Equipment TSR
        
Tabular List, Table
Annual incentive
financial performance measures		Long-term incentive
financial performance measures
•Operational sales.
•Three-year cumulative adjusted operational EPS.
•Adjusted operational EPS growth.
•Three-year TSR compound annual growth rate versus the competitor composite peer group.
•Free cash flow.
•Share price.
•Share price appreciation.
        
Total Shareholder Return Amount $ 113.91 119.65 130.91 123.54 110.85
Peer Group Total Shareholder Return Amount 159.21 147.13 146.65 135.21 107.53
Net Income (Loss) $ 14,066,000,000 $ 35,153,000,000 $ 17,941,000,000 $ 20,878,000,000 $ 14,714,000,000
Company Selected Measure Amount (0.199) (0.186) 0.056 (0.024) 0.016
PEO Name J. Duato J. Duato J. Duato A. Gorsky A. Gorsky
Additional 402(v) Disclosure
Total shareholder return and peer group shareholder return (columns F, G and H)
Columns F, G and H are the cumulative total shareholder return of a $100 investment from the beginning of fiscal year 2020 through the end of each of the years indicated for the Company (column F), the S&P Pharmaceuticals industry index (column G) and the S&P Healthcare Equipment industry index (column H). Total shareholder return includes share price appreciation and assumes dividend reinvestment.
Net income (column I)
Column I includes the Company’s net income, in millions, as reported in the Company’s audited financial statements. Net income in 2020-2023 includes the Consumer Health business, which separated from Johnson & Johnson in August 2023 as Kenvue. Net income in 2023 also includes proceeds from the sale of Kenvue. Net Income from Continuing Operations, which would have excluded this business, would have been $17.801 billion, $16.370 billion and $13.326 billion for 2021, 2022 and 2023, respectively.
Annual relative total shareholder return (column J)
Column J includes the percentage point difference between the Company’s and the competitor composite peer group’s TSR for each fiscal year.
We use three-year relative TSR as a PSU performance measure to link compensation actually paid to our executives to Company performance. We include one-year relative TSR in the table because it impacts the three overlapping PSU performance cycles that are outstanding each year. Furthermore, the SEC’s guidance precludes using multi-year performance measurement periods for the performance measures in the table.
Analysis of the information presented in the pay versus performance table
We describe the relationships between compensation actually paid and the Company’s cumulative TSR, net income and annual relative TSR beginning on page 115. We also compare the Company’s cumulative TSR with the peer indices.
Changes in PEO and NEOs from 2021-2022
It is important to keep in mind that our CEO and named executive officers have changed, making year-to-year comparisons of compensation actually paid difficult. Most significant is our change in CEO. For 2020 and 2021, Mr. Gorsky was our CEO (PEO in the table) and for 2022, 2023, and 2024, Mr. Duato was our CEO.
Components of compensation actually paid that vary with performance
The components of compensation actually paid that vary with performance each year are our annual incentive payouts, the fair value of long-term incentive awards granted in each year and the change in fair value of equity awards during the year.
The decisions regarding our annual incentive payouts are described in our 2021, 2022, 2023, and 2024 Proxy Statements and this Proxy Statement. The decisions regarding our long-term incentive awards are described in our 2020, 2021, 2022, 2023 and 2024 Proxy Statements.
The addition of the change in fair value of equity awards during the year is the most significant performance-related difference between CAP and the totals reported in the summary compensation table. The change in fair value of equity awards during the year varies with our annual share price appreciation and performance against our PSU goals.
We use multiple performance measures
We use seven financial performance measures for our annual and long-term incentives. We also vary the sizes of our long-term incentive grants each year based on individual performance. Therefore, no single financial performance measure can fully describe changes in CAP, especially because most of the measures are compared to annual or three-year goals.
        
Peer Group Total Shareholder Return Amount, Two | $ / shares $ 137.81 $ 124.22 $ 113.92 $ 140.40 $ 117.63
Measure:: 1          
Pay vs Performance Disclosure          
Name •Operational sales.        
Measure:: 2          
Pay vs Performance Disclosure          
Name •Adjusted operational EPS growth.        
Measure:: 3          
Pay vs Performance Disclosure          
Name •Free cash flow.        
Measure:: 4          
Pay vs Performance Disclosure          
Name •Three-year cumulative adjusted operational EPS.        
Measure:: 5          
Pay vs Performance Disclosure          
Name •Three-year TSR compound annual growth rate versus the competitor composite peer group.        
Measure:: 6          
Pay vs Performance Disclosure          
Name •Share price.        
Measure:: 7          
Pay vs Performance Disclosure          
Name •Share price appreciation.        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,694,000)        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 516,662        
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 516,662        
PEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,563,053        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (15,707,150)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,429,512        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,979,600)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (67,233)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,819,626)        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (981,750)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 297,216        
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 297,216        
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,339,254        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,337,915)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,822,384        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (638,499)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (52,232)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (792,399)        
v3.25.0.1
Award Timing Disclosure
 12 Months Ended
Dec. 29, 2024
USD ($)
$ / shares
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity awards are generally granted to our named executive officers on a predetermined schedule, as described below. In certain circumstances, including the hiring of an officer, the Committee may approve grants to be effective at other times. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards granted to non-employee directors or named executive officers. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Following the end of each fiscal year, the Committee reviews the Company’s results and our named executive officers’ performance, and, based on those reviews, grants equity awards to our named executive officers.
The Committee approves the annual equity awards for our named executive officers on the second Monday in February, and the full Board approves the annual equity award for the CEO on the second Tuesday in February. The grant date for the annual equity awards in 2024 was February 15, 2024, and is expected to remain February 15th in subsequent years.
The following table contains information required by Item 402(x) of Regulation S-K about stock options granted to our named executive officers in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K. The Company did not grant any stock options to NEOs of the Company in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Report on Form 8-K that discloses material nonpublic information.
ABCDEF
NameGrant dateNumber of securities underlying awardExercise price of the award ($)Grant date fair value of the award
($)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
(%)
J. Duato2/15/2024177,816$157.92$4,919,991(0.04 %)
J. Wolk2/15/202495,197157.922,634,006(0.04)
T. Schmid2/15/202449,658157.921,373,987(0.04)
J. Taubert2/15/202476,981157.922,129,987(0.04)
J. Reed2/15/202465,163157.921,802,995(0.04)
Award Timing Method
Following the end of each fiscal year, the Committee reviews the Company’s results and our named executive officers’ performance, and, based on those reviews, grants equity awards to our named executive officers.
The Committee approves the annual equity awards for our named executive officers on the second Monday in February, and the full Board approves the annual equity award for the CEO on the second Tuesday in February. The grant date for the annual equity awards in 2024 was February 15, 2024, and is expected to remain February 15th in subsequent years.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
Awards Close in Time to MNPI Disclosures, Table
ABCDEF
NameGrant dateNumber of securities underlying awardExercise price of the award ($)Grant date fair value of the award
($)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
(%)
J. Duato2/15/2024177,816$157.92$4,919,991(0.04 %)
J. Wolk2/15/202495,197157.922,634,006(0.04)
T. Schmid2/15/202449,658157.921,373,987(0.04)
J. Taubert2/15/202476,981157.922,129,987(0.04)
J. Reed2/15/202465,163157.921,802,995(0.04)
Duato [Member] | Employee Stock Option  
Awards Close in Time to MNPI Disclosures  
Name J. Duato
Underlying Securities 177,816
Exercise Price | $ / shares $ 157.92
Fair Value as of Grant Date | $ $ 4,919,991
Underlying Security Market Price Change (0.0004)
Wolk [Member] | Employee Stock Option  
Awards Close in Time to MNPI Disclosures  
Name J. Wolk
Underlying Securities 95,197
Exercise Price | $ / shares $ 157.92
Fair Value as of Grant Date | $ $ 2,634,006
Underlying Security Market Price Change (0.0004)
Schmid [Member] | Employee Stock Option  
Awards Close in Time to MNPI Disclosures  
Name T. Schmid
Underlying Securities 49,658
Exercise Price | $ / shares $ 157.92
Fair Value as of Grant Date | $ $ 1,373,987
Underlying Security Market Price Change (0.0004)
Taubert [Member] | Employee Stock Option  
Awards Close in Time to MNPI Disclosures  
Name J. Taubert
Underlying Securities 76,981
Exercise Price | $ / shares $ 157.92
Fair Value as of Grant Date | $ $ 2,129,987
Underlying Security Market Price Change (0.0004)
Reed [Member] | Employee Stock Option  
Awards Close in Time to MNPI Disclosures  
Name J. Reed
Underlying Securities 65,163
Exercise Price | $ / shares $ 157.92
Fair Value as of Grant Date | $ $ 1,802,995
Underlying Security Market Price Change (0.0004)
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 29, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true