JOHNSON & JOHNSON
For the period ended Mar 11, 2026. Filed Mar 11, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 11, 2026 · Filed Mar 11, 2026
Contents
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.
| 1 | Election of 12 Director nominees |
| •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. |
Director nominee snapshot
Independence
| n | Independent |
|---|
Average age
| n | 60s | n | 70s |
|---|
Average tenure
| n | 0-2 years | n | 6-9 years |
|---|---|---|---|
| n | 3-5 years | n | 10+ years |
Board composition
Director skills
| 7 out of 12 | 4 out of 12 | 11 out of 12 | 8 out of 12 | 8 out of 12 | |||
| Academia/Government | Digital | Executive Leadership | Financial | Healthcare Industry | |||
|---|---|---|---|---|---|---|---|
| 8 out of 12 | 5 out of 12 | 8 out of 12 | 5 out of 12 | ||||
| International Business/Strategy | Marketing/Sales | Regulatory | Science/Technology | ||||
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| 2 | Advisory vote to approve named executive officer compensation (Say on Pay) |
| •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. |
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 | •We set base salary rates by considering:•Competitive data•Scope of responsibilities•Work experience•Time in position•Internal equity•Individual performance | •Recognizes job responsibilities. |
| Annual incentive | Cash | 1 year | •We set target awards as a percent of salary based on competitive data.•We determine award payouts based on business and individual performance. | •Motivates attainment of our near-term priorities, consistent with our long-term strategic plan. |
| Long-term incentives | Equity | 3 years (options: 10-year term) | •We set target awards as a percent of salary based on competitive data.•We grant long-term incentives based on business and individual performance, contribution and long-term potential.•We determine payouts based on achievement of long-term operational goals, total shareholder return (TSR) and share price appreciation. | •Motivates attainment of our long-term goals, TSR and share price growth.•Retains executives. |
| 2026 Proxy Statement | 9 |
|---|
Long-term incentives
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-termincentive form | Mix | Vesting /performance period | How payouts are determined | Why we use them |
|---|---|---|---|---|
| Performance share units (PSUs) | 60% | •0% to 200% vested three years after grant | •1/2 Earnings per share: three-year cumulative adjusted operational EPS.•1/2 Relative TSR: three-year compound annual growth rate versus the competitor composite peer group.•Share price | •Aligns with our long-term objective of growing quality earnings.•Reflects overall TSR outcomes relative to our competitors.•Ties PSU value directly to the share price. |
| Options | 30% | •1/3 of grant vests per year•10-year term | •Share price appreciation | •Motivates share price appreciation over the long-term.•Reinforces emphasis on long-term growth aligned with our objectives. |
| Restricted share units (RSUs) | 10% | •1/3 of grant vests per year | •Share price | •Ties RSU value directly to the share price. |
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.
2025 Say on Pay results
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.
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| 3 | Ratification of appointment of independent registered public accounting firm |
| •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. |
| 4 | Shareholder proposal ― independent board chair |
| •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. |
| 2026 Proxy Statement | 11 |
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