DEF 14A of Johnson & Johnson, Mar 13, 2024

DEF 14A of Johnson & Johnson

Filed Mar 13, 2024 · FY20230000200406-24-000024

Open on EDGAR

  1. Board nominee biographies

    Board nominee biographies

  2. Board nominee biographies

    | Darius Adamczyk Age: 58 Independent Director since 2022 Committees: •Member, Audit •Member, Compensation & Benefits | Career highlights Honeywell International Inc. •Executive Chairman (current) •Chairman and Chief Executive Officer •President and Chief Executive Officer •Chief Operating Officer Metrologic, Inc. •Chief Executive Officer Other public board service •Honeywell International Inc. (since 2016) •Garrett Motion Inc. (2021) Other affiliations •Business Roundtable •US-China Business Council | Skills & qualifications •Senior leadership roles in global organizations •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 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 |

  3. Board nominee biographies

    | Mary C. Beckerle, Ph.D. Age: 69 Independent Director since 2015 Committees: •Chair, Science & Technology •Member, Regulatory Compliance & Sustainability | Career highlights Huntsman Cancer Institute (current) •Chief Executive Officer – Huntsman Cancer Institute University of Utah (current) •Associate Vice President for Cancer Affairs •Professor of Biology and Oncological Sciences •Jon M. Huntsman Presidential Endowed Chair •University of Utah Professor 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) •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 |

  4. Board nominee biographies

    | 2024 Proxy Statement | 17 |

  5. Board nominee biographies

    | D. Scott Davis Age: 72 Independent Director since 2014 Committees: •Chair, Audit •Member, Compensation & Benefits | Career highlights United Parcel Service, Inc. (retired) •Chairman and Chief Executive Officer •Vice Chairman •Chief Financial Officer Other public board service •Honeywell International Inc. (since 2005) Other affiliations & accreditations •Certified Public Accountant •Director, Chair, Federal Reserve Bank of Atlanta (2003-2009) | 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 in the healthcare industry |

  6. Board nominee biographies

    | Jennifer A. Doudna, Ph.D. Age: 60 Independent Director since 2018 Committees: •Member, Nominating & Corporate Governance •Member, Science & Technology | Career highlights University of California, Berkeley (current) •Principal Investigator, Doudna Lab •Founder of Innovative Genomics Institute •Professor of Biochemistry & Molecular Biology •Founder Laboratory for Genomics Research Awards and recognitions •Nobel Prize Recipient in Chemistry (2020) Other affiliations •Advisory Board, Caribou Biosciences, Inc. •Advisory Board, Intellia Therapeutics, Inc. •Trustee, 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 |

  7. Board nominee biographies

    | 18 | |

  8. Board nominee biographies

    | Joaquin Duato Age: 61 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 | Skills & qualifications •Decades of broad experience spanning multiple business segments, geographies and functions at the world's largest most diversified healthcare products company •Globally minded, purpose-driven business leader with a deep commitment to Our Credo values |

  9. Board nominee biographies

    | Marillyn A. Hewson Age: 70 Independent Director since 2019 Committees: •Chair, Compensation & Benefits •Member, Audit | 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) •DuPont; DowDuPont Inc. (2007-2019) 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 | 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 |

  10. Board nominee biographies

    | 2024 Proxy Statement | 19 |

  11. Board nominee biographies

    | Paula A. Johnson, M.D. Age: 64 Independent Director since 2023 Committees: •Member, Nominating & Corporate Governance | 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 •Strategic Advisory Committee, Community Care Cooperative •Trustee, Rockefeller University | 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 |

  12. Board nominee biographies

    | Hubert Joly Age: 64 Independent Director since 2019 Committees: •Member, Compensation & Benefits •Member, Nominating & Corporate Governance | 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 •Ralph Lauren Corporation (since 2009) •Best Buy Co., Inc. (2012-2020) Other affiliations •Director, Sciences Po Foundation •Trustee, Minneapolis Institute of Art •Trustee, New York Public Library •International Advisory Board, 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 |

  13. Board nominee biographies

    | 20 | |

  14. Board nominee biographies

    | Mark B. McClellan, M.D., Ph.D. Age: 60 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 •Member, 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 | 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 |

  15. Board nominee biographies

    | Anne M. Mulcahy Age: 71 Independent Director since 2009 Committees: •Chair, Nominating & Corporate Governance •Member, Audit •Member, Finance | Career highlights Xerox Corporation (retired) •Chairman and Chief Executive Officer •President and Chief Operating Officer •Vice President for Human Resources •Vice President and Staff Officer for Customer Operations •President of Xerox's General Markets Operations Other public board service •LPL Financial Holdings Inc. (since 2013) •Graham Holdings Company (since 2008) •Williams-Sonoma, Inc. (2018 – 2022) Other affiliations •Trustee, Save the Children | Skills & qualifications •Experience leading a large, global manufacturing and services company with one of the world's most recognized brands •Expertise in organizational and operational management issues crucial to a large public company •Deep commitment to business innovation and talent development |

  16. Board nominee biographies

    | 2024 Proxy Statement | 21 |

  17. Board nominee biographies

    | Mark A. Weinberger Age: 62 Independent Director since 2019 Committees: •Chair, Regulatory Compliance & Sustainability •Member, Audit | Career highlights Ernst & Young (retired) •Global Chairman and Chief Executive Officer •Global Chairman and CEO-elect 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 •JPMorgan Chase & Co. (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 •Executive Advisor, G100 and World 50 •Strategic Advisor to the Board, FCLT Global •Director, National Bureau of Economic Research •Director, JUST Capital | 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 |

  18. Board nominee biographies

    | Nadja Y. West, M.D. Age: 62 Independent Director since 2020 Committees: •Member, Regulatory Compliance & Sustainability •Member, Science & Technology | 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) •Tenet Healthcare Corporation (since 2019) Awards & recognitions •Distinguished Service Medal •Defense Superior Service Medal •Legion of Merit with three Oak Leaf Clusters •Numerous U.S. military awards Other affiliations •Trustee, National Recreation Foundation •Trustee, Mount St. Mary’s •Director, The Woodruff Foundation •Director, Americares | 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 |

  19. Board nominee biographies

    | 22 | |

  20. Board nominee biographies

    | Eugene A. Woods Age: 59 Independent Director since 2023 | 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. (since 2018) 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 |

  21. Board nominee biographies

    | 2024 Proxy Statement | 23 |

  22. Directors

    Directors

  23. Directors

    | Name | Ind. | Age | Director Since | Primary Occupation | Board committees | | | | | | | | | | | | AUD | CB | NCG | RCS | ST | FIN | | D. Adamczyk | I | 58 | 2022 | Executive Chairman; Former Chairman and Chief Executive Officer, Honeywell International Inc. | | | | | | | | M. C. Beckerle | I | 69 | 2015 | Chief Executive Officer, Huntsman Cancer Institute; Distinguished Professor of Biology, College of Science, University of Utah | | | | | C | | | D. S. Davis(1) | I | 72 | 2014 | Former Chairman and Chief Executive Officer, United Parcel Service, Inc. | C | | | | | | | J. A. Doudna | I | 60 | 2018 | Professor of Chemistry; Professor of Biochemistry & Molecular Biology; Li Ka Shing Chancellor's Professor in Biomedical and Health, University of California, Berkeley | | | | | | | | J. Duato | CH | 61 | 2022 | Chairman of the Board and Chief Executive Officer, Johnson & Johnson | | | | | | C | | M. A. Hewson | I* | 70 | 2019 | Former Executive Chairman, Chairman, President and Chief Executive Officer, Lockheed Martin Corporation | | C | | | | * | | P. A. Johnson | I | 64 | 2023 | President, Wellesley College | | | | | | | | H. Joly | I | 64 | 2019 | Former Chairman and Chief Executive Officer, Best Buy Co., Inc. | * | * | | | | | | M. B. McClellan | I | 60 | 2013 | Director, Duke-Robert J. Margolis, MD, Center for Health Policy | | | | | | | | A. M. Mulcahy | LD* | 71 | 2009 | Former Chairman and Chief Executive Officer, Xerox Corporation | | | C | | | * | | M. A. Weinberger | I | 62 | 2019 | Former Chairman and Chief Executive Officer, Ernst & Young | | | | C | | | | N. Y. West | I | 62 | 2020 | Former Lieutenant General, U.S. Army | | | | | | | | E. A. Woods | I | 59 | 2023 | Chief Executive Officer, Advocate Health | | * | | | | | | Number of meetings in 2023(2) | | | | | 15(3) | 7 | 4 | 5 | 4 | 0 |

  24. Directors

    (1)Designated as an Audit Committee financial expert (2)Inclusive of joint and special meetings among committees (3)Does not include virtual meetings held prior to each release of quarterly earnings (four in total) * At our April 2024 Board meeting, the following 1) appointments will be effective: Ms. Hewson, LD; Ms. Hewson, FIN; Mr. Joly, AUD; Mr. Woods, CB; and 2) removals will be effective: Mr. Joly, CB; Ms. Mulcahy, FIN.

  25. Directors

    | CH | Chairman of the Board | CB | Compensation & Benefits Committee | | C | Committee Chair | NCG | Nominating & Corporate Governance Committee | | I | Independent Director | RCS | Regulatory Compliance & Sustainability Committee | | LD | Lead Director | ST | Science & Technology Committee | | AUD | Audit Committee | FIN | Finance Committee |

  26. Directors

    | 30 | |

  27. Director compensation

    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 page 79 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 Board based on recommendations by the Committee.

  28. Fiscal 2024 non-employee Director compensation

    Fiscal 2024 non-employee Director compensation The Compensation & Benefits Committee’s analysis in 2023 of the competitive position of our non-employee Director compensation program showed that overall compensation for non-employee Directors was below peer group median. As a result, the Committee recommended, and the Board approved on September 12, 2023, an increase to the non-employee Director compensation program for 2024.

  29. 2024 Non-employee Director compensation

    2024 Non-employee Director compensation The following non-employee Director compensation program for 2024 continues an overall compensation structure in line with the peer group median.

  30. 2024 Non-employee Director compensation

    | Cash compensation | $125,000 | | Lead Director cash retainer | 50,000 | | Audit Committee Chair cash retainer | 30,000 | | Committee Chair (other than Audit) cash retainer | 25,000 | | Value of Deferred Share Units | 205,000 |

  31. Fiscal 2023 non-employee Director compensation

    Fiscal 2023 non-employee Director compensation On September 13, 2022, the Compensation & Benefits Committee recommended, and the Board approved, no changes to the non-employee Director compensation program for 2023. The overall 2023 compensation structure was approximately at peer group median.

  32. Fiscal 2023 non-employee Director compensation

    | 2024 Proxy Statement | 49 |

  33. 2023 total Director compensation

    2023 total Director compensation This table sets forth the compensation of our Directors for fiscal 2023. For a complete understanding of the table, please read the accompanying footnotes and the narrative disclosures.

  34. 2023 total Director compensation

    | A | B | C | | D | | E | | F | | | Name | Role for additional cash retainer | Fees earned or paid in cash | | Stock awards | | All other compensation | | | Total | | D. Adamczyk | | | $125,000 | | $195,000 | | $20,000 | | $340,000 | | M. C. Beckerle | Comm Chair | | 145,000 | | 195,000 | | 15,000 | | 355,000 | | D. S. Davis | Comm Chair | | 155,000 | | 195,000 | | 0 | | 350,000 | | I. E. L. Davis | | | 72,688 | | 0 | | 0 | | 72,688 | | J. A. Doudna | | | 125,000 | | 195,000 | | 0 | | 320,000 | | M. A. Hewson | Comm Chair | | 145,000 | | 195,000 | | 20,000 | | 360,000 | | P. A. Johnson | | | 109,503 | | 233,466 | | 10,000 | | 352,969 | | H. Joly | | | 125,000 | | 195,000 | | 0 | | 320,000 | | M. B. McClellan | | | 125,000 | | 195,000 | | 0 | | 320,000 | | A. M. Mulcahy | LD/Comm Chair | | 195,000 | | 195,000 | | 20,000 | | 410,000 | | A. E. Washington | | | 105,154 | | 0 | | 0 | | 105,154 | | M. A. Weinberger | Comm Chair | | 145,000 | | 195,000 | | 0 | | 340,000 | | N. Y. West | | | 125,000 | | 195,000 | | 20,000 | | 340,000 | | E. A. Woods | | | 10,616 | | 78,534 | | 0 | | 89,150 |

  35. Director compensation policies and practices

    Director compensation policies and practices

  36. Compensation discussion and analysis

    | 59 | 2023 Executive compensation summary | 2023 NEOs Currently Serving | | 59 | Our Credo | | | 59 | 2023 Compensation highlights | Joaquin Duato Chairman of the Board and Chief Executive Officer Joseph Wolk Executive Vice President, Chief Financial Officer John Reed, M.D., Ph.D. Executive Vice President, Innovative Medicine, R&D Jennifer Taubert Executive Vice President, Worldwide Chairman, Innovative Medicine Peter Fasolo, Ph.D. Executive Vice President, Chief Human Resources Officer The CD&A also describes the compensation of the Company’s former Executive Vice President, Worldwide Chairman, MedTech, Ashley McEvoy | | 61 | 2023 Say on Pay results and shareholder engagement | | | 63 | Compensation governance best practices | | | 64 | 2023 Executive compensation | | | 64 | Guiding principles | | | 65 | Components of executive compensation | | | 71 | Compensation decisions for 2023 performance | | | 71 | Total direct compensation decisions | | | 73 | NEO performance and compensation summaries | | | 73 | CEO performance | | | 74 | Compensation decisions for 2023 CEO performance | | | 74 | Other named executive officer performance | | | 77 | Executive compensation decision process | | | 77 | Importance of Our Credo values in assessing performance | | | 77 | Assessing "the what" and "the how" | | | 77 | Aligning compensation to "the what" and "the how" | | | 78 | Governance of executive compensation | | | 79 | Peer groups for pay and performance | | | 81 | Additional information concerning executive compensation | | | 81 | No employment agreements with named executive officers | | | 82 | Use of tally sheets | | | 82 | Non-competition and non-solicitation | | | 82 | Long-term incentive vesting and treatment upon termination | | | 84 | Compensation policies and practices | | | 84 | Stock ownership guidelines for named executive officers | | | 85 | Policy against pledging, hedging and short selling | | | 85 | Executive compensation recoupment policies | | | 85 | Tax impact on compensation | | | 85 | Compensation decisions for 2022 performance | | | 86 | Reconciliation of non-GAAP performance measures | | | 86 | Details on 2023 Annual incentive non-GAAP performance measures | | | 88 | Details on 2021-2023 PSU non-GAAP performance measures | |

  37. 2023 Total direct compensation

    | | Base salary | Annual incentives | Long-term incentives | Total direct compensation | | J. Duato | $1,584,615 | $3,650,000 | $16,400,000 | $21,634,615 | | J. Wolk | 1,147,962 | 1,910,000 | 8,780,000 | 11,837,962 | | J. Reed | 840,385 | 1,720,000 | 6,010,000 | 8,570,385 | | J. Taubert | 1,130,000 | 1,720,000 | 7,100,000 | 9,950,000 | | P. Fasolo | 877,692 | 1,160,000 | 3,740,000 | 5,777,692 | | A. McEvoy | 1,059,231 | 1,050,000 | 0 | 2,109,231 |

  38. 2023 Say on Pay results and shareholder engagement

    Shareholder engagement topics. Our shareholders have many different areas of interest. 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 2023 engagement and other governance exchanges covered a wide range of important corporate governance, environmental and social stewardship, compensation and public policy issues. Treatment of special items including litigation charges in our compensation program. The Compensation & Benefits Committee understands that transparency concerning executive compensation, including the decision-making process itself, is important to many shareholders. The Committee believes the use of certain non-GAAP metrics is an appropriate and useful means of measuring company performance for purposes of incentive plans. This practice, which is common among our peers, helps avoid both unmerited windfalls and penalties that are beyond the control of executives, while promoting accountability and aligning compensation to performance objectives that accurately reflect company performance. For example, the 2023 annual incentive results and payout factors have excluded both the one-time, non-cash gain of $21 billion related to the Consumer Health separation in accordance with the Company’s adjusted non-GAAP results policies and past practices and the $7.1 billion settlement charge related to talc matters. Removing special items from GAAP results ultimately provides a more representative and comparable view of our operating performance and aligns with the performance metrics provided in our earnings guidance, financial reporting and other Company disclosures.

  39. Compensation governance best practices

    | What we do | | Align CEO and executive pay with Company performance. Align the majority of named executive officer pay with shareholders through long-term incentives. Balance short-term and long-term incentives. Cap incentive awards. Require executives to own significant amounts of Company stock. Employ a compensation recoupment policy applicable to our named executive officers. Actively engage with our shareholders. Engage an independent compensation consultant reporting directly to the Committee. Hold an advisory vote to approve named executive officer compensation annually. |

  40. Compensation governance best practices

    | What we don't do | | No automatic or guaranteed annual salary increases. No guaranteed annual or long-term incentive awards. No above-median targeting of executive compensation. No automatic single-trigger equity acceleration. No tax gross-ups (unless they are provided pursuant to our standard relocation practices). No option repricing without shareholder approval. No hedging, pledging or short selling of Company stock. No long-term incentive backdating. No dividend equivalents on unvested long-term incentives. |

  41. Compensation governance best practices

    Johnson & Johnson does not have any change-in-control agreements in place for any of the named executive officers. Our 2022 Long-Term Incentive Plan only provides for a change-in-control benefit in the event that outstanding awards granted under the plan are not assumed or substituted by the acquirer in connection with a change-in-control, in which case, the awards will vest and any performance conditions will be deemed to be achieved at the greater of target or actual performance levels as of the date of the change-in-control. If outstanding awards are assumed or substituted, the awards will remain outstanding and will continue to vest following the change-in-control.

  42. Base salary, annual incentive and long-term incentives

    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.

  43. Base salary, annual incentive and long-term incentives

    | Component | Form | Vesting / performance period | How amount is determined | Why we pay each component | | Base salary | Cash | Ongoing | •We base salary rates on: •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, TSR and share price appreciation. | •Motivates attainment of our long-term goals, TSR and share price growth. •Retains executives. |

  44. Base salary, annual incentive and long-term incentives

    | 2024 Proxy Statement | 65 |

  45. Long-term incentives

    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.

  46. Long-term incentives

    | Long-term incentive form | Mix | Vesting / performance period | How payouts are determined | Why we use them | | Performance share units (PSUs) | | •0% to 200% vested three years after grant | •1/2 Earnings per share: three-year cumulative adjusted operational EPS. •1/2 Relative total shareholder return (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 | | •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) | | •1/3 of grant vests per year | •Share price | •Ties RSU value directly to the share price. |

  47. Long-term incentives

    Notes: •Cumulative adjusted operational EPS is a non-GAAP measure. See page 88 for details. •No dividend equivalents are paid on our PSUs, options or RSUs. •Beginning with the February 13, 2023 grant, options and RSUs vest one-third per year on each of the first, second and third anniversaries of the grant date. Options and RSUs granted before February 13, 2023 are 100% vested on the third anniversary of the grant date.

  48. Long-term incentives

    | 66 | |

  49. 2023 Annual incentive goals and performance

    2023 Annual incentive goals and performance

  50. 2023 Financial goals

    2023 Financial goals Our operational sales and adjusted operational EPS Enterprise financial targets align with the guidance we provided to the investment community. We believe this links our compensation to how effectively we deliver on our public commitments to our shareholders. We set our goals based on our objective of creating long-term sustainable value, our product portfolio and pipeline, and competitive benchmarking. See Our annual incentive goal-setting process on page 69 for details. We established maximum and threshold payout levels around the financial targets based on a review of historical performance for each metric. If performance falls between threshold and target or between target and maximum, we determine the payout factor using interpolation. If performance falls below threshold for a goal, the percentage earned for that goal is 0%. For the purposes of assessing performance under our annual incentive program, we make certain adjustments to our financial measures that have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP), as detailed on page 86 and 87. Following the separation of Kenvue in August 2023, the Committee determined that the 2023 annual incentive goals no longer reflected the Company’s continuing operations. As a result, following the separation, the Committee adjusted our operational sales, adjusted operational EPS and free cash flow goals to remove the financial contribution from Kenvue.

  51. 2023 Financial results

    2023 Financial results The Company’s performance was strong compared to our internal goals, particularly given the backdrop of macroeconomic volatility. At the Enterprise level, we exceeded our operational sales and adjusted operational EPS goals and met our free cash flow goal. As shown below, our overall Enterprise financial performance resulted in a calculated financial payout factor of 130.5% under our annual incentive plan.

  52. 2023 Financial results

    | 2023 Financial measures | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Results | Calculated payout | Weighted payout | | Operational sales ($ millions) | | $77,758 | $81,850 | $85,943 | $84,812 | 172.4% | 57.5% | | Adjusted operational EPS | | $8.96 | $9.43 | $9.90 | $9.52 | 119.1% | 39.7% | | Free cash flow ($ millions) | | $12,780 | $14,200 | $15,620 | $14,197 | 99.9% | 33.3% | | Financial payout factor | | | | | | | 130.5% |

  53. Performance against our Enterprise long-term strategic goals (30% weight)

    Performance against our Enterprise long-term strategic goals (30% weight)

  54. 2023 Strategic goals

    2023 Strategic goals The strategic payout factor is determined by the Committee within a range of 0% to 200% based on its evaluation of performance versus our strategic objectives. Our strategic objectives cover a range of items critical to both our short- and long-term success. We prioritize excellence in our operational execution, product development and pipeline growth, our employees, key strategic initiatives that enable our continued growth and performance against our purpose-driven objectives. Not all strategic goals are measured against quantitative performance criteria because some goals are qualitative. The Committee considers both quantitative and qualitative results and applies discretion when evaluating performance and determining the payout factor.

  55. 2023 Annual incentives

    2023 Annual incentives The 2023 annual incentive payouts for our CEO and other named executive officers were based 70% on financial goals and 30% on strategic goals. Messrs. Duato and Wolk and Dr. Fasolo were measured at the Enterprise level. Financial goals for Ms. Taubert and Dr. Reed were weighted 75% for Innovative Medicine and 25% on Enterprise performance. Financial goals for Ms. McEvoy were weighted 75% for MedTech and 25% on Enterprise performance. Furthermore, their strategic goals were aligned with the performance of their respective segments. Our financial goals are evaluated against identified threshold, target and maximum levels of performance. Our strategic payout factors are determined by the Committee, in its sole discretion, based on its evaluation of performance versus our strategic goals. In addition, the Committee may adjust individual awards on an exception basis within a range of 0x to 1.2x (subject to the 200% of target maximum). The Committee did not adjust any individual 2023 annual incentive payouts on an exception basis. The payouts can range from 0% to 200% of the target award as illustrated below.

  56. 2023 Annual incentives

    | Target Award | | Payout Factor (70% Financial / 30% Strategic) | | Payout Range (0% to 200% of Target) |

  57. Summary of named executive officer annual incentive payouts

    Summary of named executive officer annual incentive payouts This table shows the final payout factor for Messrs. Duato and Wolk and Ms. Taubert and Drs. Fasolo and Reed.

  58. Summary of named executive officer annual incentive payouts

    | | Weight | 2023 Payout factors | Weighted payout | | Enterprise financial | 70.0% | 130.5% | 91.4% | | Enterprise strategic | 30.0% | 130.0% | 39.0% | | Enterprise payout factor | | | 130.4% |

  59. Summary of named executive officer annual incentive payouts

    The Committee used its discretion to reduce the Innovative Medicine segment annual incentive payouts by 3.8 percentage points, to 130.4% to align with the Enterprise score. The MedTech segment’s annual incentive payout factor was 85.0%.

  60. Our annual incentive goal-setting process

    Our annual incentive goal-setting process Each fall, we undertake a rigorous planning process to develop our goals for the coming year. Our financial goals are used to develop the estimates that we provide to the investment community, are aligned with our long-term strategic plan and promote long-term, sustainable value creation. We use the following approach in setting our financial targets: •Operational sales. Align with our strategic objective to exceed market growth using the breadth of our portfolio. •Adjusted operational EPS. Consider our strategic plan, financial principles, competitive position and investment strategies. •Free cash flow. Target specific levels of productivity and budget for significant events as needed. We set our 2023 operational sales growth goal considering: •Continuing to drive innovation and market-leading sales growth in Innovative Medicine and MedTech, continued medical devices market recovery and improved market performance enabled by maximizing the value of recently launched products. We set our 2023 adjusted operational EPS growth goal considering: •The planned 2023 operational sales items noted above and our financial principles, while investing for the future. We set our 2023 free cash flow goal considering: •Our productivity in generating free cash flow from net income. •Budgeted amounts for anticipated significant events.

  61. Our annual incentive goal-setting process

    | 2024 Proxy Statement | 69 |

  62. 2021-2023 Performance share unit payout

    2021-2023 Performance share unit payout

  63. Impact of significant one-time events on the open PSU performance periods

    Impact of significant one-time events on the open PSU performance periods In connection with the separation of Kenvue in August 2023, the Committee determined that the targets for the 2021-2023, 2022-2024 and 2023-2025 PSU awards no longer reflected the Company’s continuing operations. In September 2023, the Committee approved an adjustment to the outstanding PSU program targets to incorporate the impact of the 2023 separation of Kenvue, including: •The net financing impact related to the separation for the 2023-2025 PSU award. •The removal of the Consumer Health net income contribution to EPS for all outstanding PSU awards. •The modification of the TSR competitor composite peer group to remove the Consumer Health peers beginning in August 2023 for all outstanding PSU awards. Because the Consumer Health peer companies were removed from the TSR competitor composite peer group beginning in August 2023, the 2021-2023, 2022-2024 and 2023-2025 PSU awards were considered modified for accounting purposes. As a result of the modification, the accounting expense related to the 2021-2023, 2022-2024 and 2023-2025 PSU awards increased by less than 3% for each award. No additional PSUs were granted as a result of the modification.

  64. 2021-2023 PSU performance versus goals and payout as a percent of target

    2021-2023 PSU performance versus goals and payout as a percent of target Our 2021-2023 adjusted operational EPS performance was above target. However, our 2021-2023 TSR compound annual growth rate fell below target. Our 2021-2023 PSUs paid out at 116.8% of target as shown in the table below. If performance falls between threshold and target or between target and maximum, we determine the percentage of target earned using interpolation. If performance is below threshold for a goal, the percentage of target earned for that goal is 0%. If TSR is negative, the percentage of target earned based on TSR performance would be capped at 100%.

  65. 2021-2023 PSU performance versus goals and payout as a percent of target

    | PSU Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | Calculated payout | Weighted payout | | 2021-2023 Cumulative adjusted operational EPS | 1/2 | $26.06 | $28.96 | $31.86 | $30.62 | 157.3% | 78.7% | | 2021-2023 Relative TSR (CAGR) | 1/2 | 10% below composite | Equal to composite | 10% above composite | (4.7) points | 76.3% | 38.2% | | PSU payout factor | | | | | | | 116.8% |

  66. 2021-2023 PSU performance versus goals and payout as a percent of target

    Note: Cumulative adjusted operational EPS is a non-GAAP measure. See page 88 for details. The sum of the individual components may not reflect the total payout factor due to rounding.

  67. Our PSU goal setting process

    Our PSU goal setting process Our PSU goals are based on our long-term strategic plan, promote long-term sustainable value creation, and take into account our product portfolio and pipeline, anticipated healthcare market growth and other external factors, including the competitive landscape. Cumulative adjusted operational EPS. The EPS goal is set based on: •The operational EPS guidance for the first year, which is provided to the investment community. •Sales and EPS targets included in our strategic plan for the second and third years of the performance period. •Analysts’ expectations for the Company and the competitor composite peer group. •An EPS growth to sales-growth multiple aligned with a long-term goal of growing net income faster than sales. Relative total shareholder return. The three-year relative TSR goal is set to meet the performance of our competitor composite peer group, which undergoes annual review. See page 81 for more information on our competitor composite peer group.

  68. Our PSU goal setting process

    | 70 | |

  69. Compensation decisions for 2023 CEO performance

    Compensation decisions for 2023 CEO performance •In determining Mr. Duato’s 2023 annual incentive payout, the Board used the 2023 Enterprise annual incentive payout factor of 130.4% as summarized under 2023 Annual incentive goals and performance beginning on page 67. •The Board approved Mr. Duato’s long-term incentives for performance in 2023 at 125.0% of target in February 2024 to recognize his contributions during 2023 in fulfilling Our Credo responsibilities, improving our long-term financial outlook and executing the separation of our Consumer Health business. The Board believes the long-term incentives will further align Mr. Duato’s and shareholder interests. •Mr. Duato’s total direct compensation for 2021-2023 is displayed in the table below.

  70. Other named executive officer performance

    | John Reed, M.D., Ph.D. Executive Vice President, Innovative Medicine R&D | Performance In addition to his contribution to our Company’s overall performance, Dr. Reed: •Accelerated innovative product development, contributing to the receipt of key regulatory approvals and program advancements. •Sharpened our focus on data science, digital health and R&D investments in oncology, immunology and neuroscience. •Delivered robust pipeline growth in Innovative Medicine, exceeding internal goals. | 2023 Total direct compensation Total direct compensation: $8,570,385 | | | | | | | | 2024 Base salary rate Dr. Reed’s base salary rate increased from $1,150,000 in 2023 to $1,200,000 in 2024. | | | 2023 New hire awards Dr. Reed assumed the role of Executive Vice President, Innovative Medicine R&D in April 2023. Upon his hire, he received a cash sign-on award of $5,700,000 to make up for compensation from his previous employer that he forfeited because he joined the Company. The value of the award was based on his forfeited: equity incentives that would have vested within 12 months of his hire date, 2022 cash annual incentive and retirement plan unvested value. Dr. Reed would need to fully repay this amount to the Company if he were to leave within the first two years of his employment. Dr. Reed also received a new hire RSU award with a target value of $11,700,000. This award replaced the $6,200,000 of forfeited equity incentives from his prior employer that would have vested more than 12 months after his hire date and $5,500,000 of annual target 2023 Johnson & Johnson equity incentives (that would have been granted in February). The award vests ratably over a three-year period and is not eligible for continued vesting after a qualifying separation. | |

  71. Aligning compensation to "the what" and "the how"

    Aligning compensation to "the what" and "the how" Our executive officers can earn from 0% to 200% of the applicable target for annual incentives and 0% to 170% for long-term incentives based on business performance and his or her individual performance on both “the what” and “the how.” This broad range allows for meaningful differentiation based on performance. The independent Directors (in the case of the CEO) and the Committee (in the case of the other named executive officers) use their judgment and experience to determine annual incentives, long-term incentives and salary rates. Performance against goals is the most significant input in determining compensation levels. However, total direct compensation is not determined in a formulaic manner. In addition, we do not consider an employee’s previous long-term incentive awards and total equity ownership when granting long-term incentive awards.

  72. Independence of compensation consultant

    Independence of compensation consultant The Committee determined that Semler Brossy's services as its independent compensation consultant did not raise any conflict of interest concerns. The Committee considered the following factors, among others, when assessing the independence of its compensation consultant: •Semler Brossy did not provide any other services to the Company and reported directly to the Committee. •Semler Brossy has policies and procedures in place to prevent conflicts of interest. •No member of the Semler Brossy consulting team serving the Committee has a business or personal relationship with any member of the Committee or any executive officer of the Company. •Neither Semler Brossy nor any principal of Semler Brossy owns any shares of our common stock. •The amount of fees paid to Semler Brossy is less than 1% of its total consulting income. To assure continuing independence, the Committee periodically considers whether there should be rotation of its independent compensation consulting firm or the lead consultant.

  73. Target-setting process and pay position

    Target-setting process and pay position Before each year begins, we set compensation targets to ensure that we can compete for talent and to maintain internal equity among positions with similar responsibilities. We conduct an annual review of publicly available information and executive compensation surveys to determine current pay levels among the executive peer group. The Committee reviews market data to understand how our target pay levels compare to benchmark positions but does not target total compensation to a specific percentile of the executive peer group.

  74. Peer groups for pay and performance

    Peer groups for pay and performance We use two peer groups to help determine executive compensation: •Executive peer group. We use the executive peer group to assess the competitiveness of the compensation of our named executive officers. •Competitor composite peer group. We use the competitor composite peer group to evaluate the relative performance of our Company. As described below, the two peer groups vary because executive compensation levels and practices are influenced by business complexity and company size. Most of our business competitors are smaller than Johnson & Johnson or even each of our individual businesses.

  75. Executive peer group

    Executive peer group The Committee compares our executive compensation levels and practices to those of the executive peer group companies. It consists of companies that generally are similar to Johnson & Johnson's size and scope, have executive positions similar to ours and compete with us for executive talent. The Committee reviews the composition of the executive peer group annually. We compare our salaries, annual incentives, long-term incentives, total direct compensation, benefits, perquisites and other compensation to the executive peer group companies. We do not include non-U.S. companies because comparable compensation data for the named executive officers is not available. We also do not include companies in industries whose compensation programs are not comparable to our programs, such as the financial services or oil and gas industries. The following table lists the 2023 executive peer group companies, their business characteristics and Johnson & Johnson’s rankings among these companies. Each company’s figures are for the most recent four fiscal quarters. Market capitalization is as of December 31, 2023. Johnson & Johnson ranks in the top quartile of the peers for revenue, net income and market capitalization. Effective for 2023, The Coca-Cola Company and PepsiCo, Inc. were removed and Eli Lilly and Company, Gilead Sciences, Inc. and Amgen Inc. were added, reflecting the Consumer Health separation. No changes to the group were made for 2024.

  76. Executive peer group

    | 2024 Proxy Statement | 79 |

  77. Executive peer group

    | Company (ticker symbol) | Revenue ($ millions) | Net income ($ millions)(1) | Market cap ($ billions)(2) | Common industry(3) | Gross margin (>40%) | EBIT margin (>10%)(4) | Inter- national sales (> 33%) | Business complexity(5) | R&D % of sales (>or = 5%) | | 3M Company (MMM)(6) | $32,681 | $(6,995) | $60 | | | | | | | | Abbott Laboratories (ABT) | 40,109 | 5,723 | 191 | | | | | | | | Abbvie Inc. (ABBV) | 54,318 | 4,863 | 274 | | | | | | | | Amgen Inc. (AMGN) | 28,190 | 6,717 | 154 | | | | | | | | AT&T Inc. (T)(7) | 122,428 | 14,400 | 120 | | | | | | | | The Boeing Company (BA) | 77,794 | (2,222) | 158 | | | | | | | | Bristol Myers Squibb Company (BMY) | 45,006 | 8,025 | 104 | | | | | | | | Cisco Systems, Inc. (CSCO)(6)(8) | 57,233 | 13,442 | 205 | | | | | | | | Eli Lilly and Company (LLY) | 34,124 | 5,240 | 553 | | | | | | | | General Electric Company (GE) | 67,954 | 9,481 | 139 | | | | | | | | Gilead Sciences, Inc. (GILD) | 27,116 | 5,665 | 101 | | | | | | | | Intel Corporation (INTC) | 54,228 | 1,675 | 212 | | | | | | | | Intl Business Machines Corp. (IBM)(6) | 61,860 | 7,502 | 149 | | | | | | | | Medtronic plc (MDT)(8) | 32,319 | 4,201 | 110 | | | | | | | | Merck & Co., Inc. (MRK) | 60,115 | 365 | 276 | | | | | | | | Microsoft Corporation (MSFT)(9) | 225,516 | 82,541 | 2,795 | | | | | | | | Pfizer Inc. (PFE) | 58,496 | 2,119 | 163 | | | | | | | | The Procter & Gamble Company (PG)(9)(10) | 83,933 | 14,770 | 345 | | | | | | | | Raytheon Technologies Corporation (RTX) | 68,920 | 3,195 | 121 | | | | | | | | Johnson & Johnson (JNJ) | 85,159 | 13,326 | 377 | | | | | | | | Johnson & Johnson's Ranking | 3rd | 5th | 3rd | | | | | | | | Johnson & Johnson's Percentile Rank | 89% | 79% | 89% | | | | | | |

  78. Executive peer group

    (1)Net income reflects net income (loss) attributable to company shareholders. (2)Market caps are derived from Bloomberg as of December 31, 2023. (3)Common industry means that the company is in an industry similar to one of Johnson & Johnson’s business segments: Innovative Medicine or MedTech. (4)Earnings before interest and tax (EBIT) is calculated as income before tax (IBT) minus net interest expense. (5)Business complexity means the company is a complex organization with multiple product lines. (6)International sales estimated for 3M Company, Cisco Systems, Inc., and IBM, as domestic sales are represented as "Americas," which may include South America or Canada. (7)Prior year data is used as an alternative for AT&T Inc. international sales and R&D spend due to lack of availability at the time of sourcing. (8)Used last four calendar quarters ending January 2024 for Cisco Systems, Inc. and Medtronic plc. (9)Used last four calendar quarters ending December 31, 2023 for Microsoft Corporation and The Procter & Gamble Company. (10)The Procter & Gamble Company's R&D spend and international sales are based on the fiscal year ended June 30, 2023 as an alternative, due to lack of availability at the time of sourcing.

  79. Executive peer group

    | 80 | |

  80. Competitor composite peer group

    Competitor composite peer group The Committee compares overall Company performance to the weighted performance of the competitor composite peer group companies. For example, when we set the sales goals for our businesses, we compare the sales of our individual businesses to the total sales of their industry competitors. For the TSR component of our PSUs, we weight the TSR within the business groups by market capitalization and weight the business groups using our sales mix each year. We include each of the peer companies in only one of the business groups in calculating the competitor composite TSR for our PSU program. These companies compete with one or more of our business segments. We evaluate the peer group on an ongoing basis and update it as necessary. We select the companies based on the following criteria and financial metrics: •Product relevance. •Financial comparison: sales growth, net income growth and margin, EPS growth and TSR. •Global presence. •Market leadership. •Strength and consistency in financial outlook. Following the separation of Kenvue in August 2023, the Consumer Health group was removed from the competitor composite peer group. The Innovative Medicine and MedTech groups remain unchanged for 2024. See "2021-2023 Performance share unit payout" on page 70 for additional details. The following table lists the 2023 competitor composite peer group companies by business.

  81. Competitor composite peer group

    | Innovative Medicine | MedTech | Consumer Health (Excluded after August 2023) | | •AbbVie Inc. •Amgen Inc. •AstraZeneca plc •Bristol-Myers Squibb Company •Eli Lilly and Company •GlaxoSmithKline plc •Merck & Co., Inc. •Novartis AG •Pfizer Inc. •Roche Holding Ltd* •Sanofi | •Alcon, Inc. •Bausch & Lomb Inc. •Boston Scientific Corporation •The Cooper Companies, Inc •Intuitive Surgical, Inc. •Medtronic plc •Smith & Nephew plc •Stryker Corporation •Zimmer Biomet Holdings, Inc. | •Beiersdorf AG •Bayer AG** •Colgate-Palmolive Company •Haleon plc •L'Oréal S.A. •The Procter & Gamble Company •Reckitt Benckiser Group plc •Sanofi** •Unilever plc |

  82. Competitor composite peer group

    * Pharm Sales, SG&A, R&D and Operating Profit only ** OTC Sales only

  83. No employment agreements with named executive officers

    No employment agreements with named executive officers Our Severance Pay Plan provides benefits to certain full-time U.S. employees who are involuntarily terminated. We provide two weeks base salary for each year of service, with guaranteed minimums based on an employee’s level. The minimum for our named executive officers is 52 weeks of base salary. We pay severance according to our normal payroll cycle. We do not pay severance as a lump-sum payment. We do not have employment arrangements or agreements with any of our named executive officers.

  84. No employment agreements with named executive officers

    | 2024 Proxy Statement | 81 |

  85. Non-competition and non-solicitation

    | Competition with the Company | Impact on long-term incentive awards | | •Violating the non-competition provisions of the award agreement during employment or within 18 months of termination and/or •Violating any other non-competition or non-solicitation agreement an employee has with the Company. | •Forfeit vested and unvested PSUs, options and RSUs and •Repay any PSUs or RSUs vested or options exercised within the 12 months prior to the violation. |

  86. Long-term incentive vesting and treatment upon termination

    Long-term incentive vesting and treatment upon termination Beginning with the February 13, 2023 grant, options and RSUs vest one-third per year on each of the first, second and third anniversaries of the grant date. Options and RSUs granted before February 13, 2023 are 100% vested on the third anniversary of the grant date. Our PSUs continue to vest 100% on the third anniversary of the grant date. In addition, we do not pay out our PSUs until we determine the percent of target PSUs that have been earned based on performance.

  87. Long-term incentive vesting and treatment upon termination

    | 82 | |

  88. Long-term incentive vesting and treatment upon termination

    The treatment of our long-term incentives upon termination varies depending on the termination circumstances, as follows:

  89. Long-term incentive vesting and treatment upon termination

    | Termination | Eligibility | Eligible named executive officers | Voluntary termination | Involuntary termination without cause | Involuntary termination with cause | Death | Disability | | Qualifying separation | •Termination of employment at age 62 or later, or •Termination of employment after attainment of age 55 and at least 10 years of service with at least 5 years of consecutive service immediately before termination of employment. | J. Duato J. Wolk J. Reed J. Taubert P. Fasolo | •Grants within six months prior to termination would be forfeited. •Other equity awards would become vested on their normal vesting dates. •Options would remain exercisable for their remaining terms. | | •All vested and unvested equity awards would be forfeited. | •All equity awards would become vested on the termination date. •Options would remain exercisable for their remaining terms. •Accelerated PSUs would be paid out at 100% of target with a “top up” at the end of the performance period if the payout exceeds target. | | | Non-qualifying separation (age 55-61) | •Termination of employment after attainment of age 55 but before age 62 and without meeting the service requirements for qualifying separation. | | •All unvested equity incentives would be forfeited. •Vested options would remain exercisable for up to three years. | | | | | | Non-qualifying separation (Under age 55) | •Termination of employment before attainment of age 55. | A. McEvoy | •All unvested equity incentives would be forfeited. •Vested options would remain exercisable for up to three months. | | | | |

  90. Long-term incentive vesting and treatment upon termination

    Note: Dr. Reed's May 2023 new hire RSU award vests ratably over a three-year period and is not eligible for continued vesting after a qualifying separation.

  91. Long-term incentive vesting and treatment upon termination

    | 2024 Proxy Statement | 83 |

  92. Involuntary termination due to specified divestiture or reduction in force

    Involuntary termination due to specified divestiture or reduction in force •Specified divestiture. A divestiture where the acquirer does not replace the awards that would be forfeited. •Reduction in force. A termination of employment due to position elimination or plant closing. Beginning with the February 13, 2023 long-term incentive award, RSUs and options are no longer prorated in the event of a specified divestiture or reduction in force. Long-term incentive awards granted prior to that date will be prorated and vested in the event of a specified divestiture or reduction in force, and PSU awards will continue to be pro-rated, as follows: •Proration. Awards would be prorated in proportion to the time worked during the vesting period. •Vesting. PSU and RSU awards would become available on their normal vesting dates. Option vesting would be accelerated as of the date of termination and the options would remain exercisable for up to three months. •Coordination with qualifying separations. If an employee’s termination is also a qualifying separation, any of the employee’s awards that would have been forfeited because they were granted within six months prior to termination would receive the pro-ration and vesting treatment described above.

  93. Compensation decisions for 2022 performance

    Compensation decisions for 2022 performance The following compensation figures included in this year’s summary compensation table were granted to the named executive officers in February 2023 for performance in 2022: •2023 PSU and RSU awards included in the stock awards column. •The 2023 option award included in the option awards column. The decisions regarding these awards were discussed in detail in our 2023 Proxy Statement dated March 15, 2023. For a full understanding of these decisions, please refer to the section of our 2023 Proxy Statement entitled Compensation Discussion and Analysis — Compensation Decisions for 2022 Performance.

  94. Reconciliation of non-GAAP performance measures

    Reconciliation of non-GAAP performance measures

  95. Reconciliation of non-GAAP performance measures

    | Details on 2023 annual incentive non-GAAP performance measures | | | | | •Operational sales growth. Operational sales growth is the sales change due to changes in volume and price, excluding COVID-19 vaccine sales and the effect of currency translation. Any unbudgeted acquisition or divestiture, as well as any accounting change that would impact sales by more than 0.5% would be excluded. The following is a reconciliation of operational sales to reported sales (the most directly comparable GAAP measure). | | | | | | | ($ millions) | | | | 2023 Reported Sales | | $85,159 | | | COVID-19 Vaccine Sales | | (1,117) | | | Currency Translation | | 770 | | | 2023 Operational Sales | | 84,812 | | •Free cash flow. Free cash flow is the cash flow from operating activities less additions to property, plant and equipment. Any unbudgeted significant acquisition, divestiture, change in accounting rule, change in tax laws, and special item and intangible amortization expense would be excluded if it impacted adjusted operational EPS by more than 1%. For 2023 annual incentive purposes, we adjusted Enterprise free cash flow downward approximately $3.2 billion to remove the impact of budgeted litigation-related payments and budgeted tax matter payments that did not occur in 2023. Adjustments were also made for significant currency fluctuations above normal levels and other items. The figures are rounded for display purposes. | | | | | | | ($ millions) | | | | Cash flow from operating activities | | $22,791 | | | Additions to property, plant and equipment | | (4,543) | | | Free cash flow | | 18,248 | | | Budgeted litigation-related and tax matter payments | | (3,243) | | | Currency translation | | (416) | | | Other adjustments | | (392) | | | Adjusted free cash flow | | 14,197 |

  96. Reconciliation of non-GAAP performance measures

    | 86 | |

  97. Reconciliation of non-GAAP performance measures

    | Details on 2023 annual incentive non-GAAP performance measures | | | | | •Adjusted operational EPS growth. Adjusted EPS and adjusted operational EPS are non-GAAP financial measures. •See Exhibit 99.1 to the Company’s Current Report on Form 8-K dated January 23, 2024 and Reconciliation of Non-GAAP Financial Measures in our 2023 Annual Report included in our proxy materials for a breakout of special items and intangible amortization expense. •Adjusted operational EPS growth also excludes the effect of currency translation. Any unbudgeted significant acquisition, divestiture, change in accounting rule, change in tax laws and share repurchases would be excluded if it impacted adjusted operational EPS by more than 1%. •Below is a reconciliation of diluted EPS (the most directly comparable GAAP measure) to adjusted EPS and adjusted operational EPS. | | | | | | | 2023 $ per share | | | | Diluted EPS as reported | | $5.20 | | | Special items and intangible amortization expense | | 4.72 | | | Adjusted EPS | | 9.92 | | | Currency Translation | | (0.03) | | | Other unbudgeted adjustments, including Kenvue share impact | | (0.37) | | | Adjusted operational EPS | | 9.52 |

  98. Reconciliation of non-GAAP performance measures

    | 2024 Proxy Statement | 87 |

  99. Reconciliation of non-GAAP performance measures

    | Details on 2021-2023 PSU non-GAAP performance measures | | | | | | 2021-2023 Cumulative adjusted operational EPS performance. The following is a reconciliation of 2021-2023 cumulative reported EPS to cumulative adjusted operational EPS. | | | | | | $ | | | | Reported EPS | | $19.74 | | | Special items and intangible amortization expense | | 10.13 | | | Adjusted EPS | | 29.87 | | | Currency translation | | 0.75 | | | Plan adjustments | | 0.00 | | | Adjusted operational EPS | | 30.62 | | | See Exhibit 99.1 to the Company’s Current Report on Form 8-K dated January 23, 2024 and Reconciliation of Non-GAAP Financial Measures in our 2023 Annual Report included in our proxy materials for a breakout of special items and intangible amortization expense. EPS for 2021 and 2022 was not recasted for the Consumer Health separation for PSU purposes. For 2023, adjusted EPS is for continuing operations (and does not include Consumer Health). For 2021 and 2022 EPS, see Exhibit 99.1 to the Company's Current report on Form 8-K dated January 24, 2023, and Reconciliation of Non-GAAP Financial Measures in our 2022 Annual Report included in our proxy materials for a breakout of special items and intangible amortization expense. Adjusted operational EPS excludes the impact of special items, intangible amortization expense and currency translation. Any unbudgeted significant acquisition, divestiture, change in accounting rule, change in tax laws and share repurchases would be excluded if it impacted adjusted operational EPS by more than 1% in that year or the following year. There were no net plan adjustments for the 2021-2023 PSU performance period. | | | | | 2021-2023 Relative TSR performance (calculated using trailing 20-day average closing stock prices) | | | | | TSR from January 1, 2021 to December 31, 2023 | % | | | | Johnson & Johnson | 3.4 | | | | Competitor composite peer group | 8.1 | | | | Relative TSR performance (Johnson & Johnson minus competitor composite) | (4.7) | | | | In connection with the separation of our Consumer Health business in August 2023, the competitor composite peer group was modified to remove the Consumer Health peers beginning in August 2023. See "Competitor composite peer group" on page 81 for additional details. | | |

  100. Reconciliation of non-GAAP performance measures

    | 88 | |

  101. Differences between total direct compensation and the total from the summary compensation table

    Differences between total direct compensation and the total from the summary compensation table In the graph and table on page 90, we show the 2023 total direct compensation for our Chairman and CEO shown on page 60, the total from the summary compensation table (SCT) on page 92 and the differences between the two amounts. We also show the reconciliations for 2022 and 2021 in the table. What we consider total direct compensation for a given year differs from the total in the summary compensation table in the following respects: •Long-term incentive (LTI) timing and accounting differences. •LTI timing difference. We consider an executive's LTI award granted based on a year's performance to be part of his or her total direct compensation for that year along with his or her salary earned during that year and annual incentive earned for that year's performance. In contrast, the summary compensation table total includes LTI granted during the year – not the LTI granted based on that year's performance. Since we vary the size of our LTI awards based on performance in the prior year, this timing difference results in differences that obscure the decisions of the Committee to align pay with performance for a given year. For example, the LTI awards granted on February 15, 2024 based on 2023 performance are included in our named executive officers' 2023 total direct compensation. However, the summary compensation table's 2023 totals include amounts granted in 2023 (based on 2022 performance). •LTI accounting difference. The per-unit value used to determine the number of PSUs granted assumes 100% of target performance is achieved. This PSU unit value can be lower or higher than the value included in the summary compensation table. The difference is due to the TSR-based part of the PSUs being valued at more or less than 100% of target performance according to U.S. accounting rules. In connection with the separation of Kenvue in August 2023, the Committee determined that the TSR goals for the 2021-2023, 2022-2024 and 2023-2025 PSU awards should be modified to remove the Consumer Health peers following the final separation of Kenvue. The incremental compensation expense for the modification is included in the 2023 SCT but is not considered part of TDC. •Change in pension present value. The pension is only paid after retirement and we do not consider it to be part of total direct compensation for any given year. In contrast, the summary compensation table total includes positive changes in the present value of an executive's pension benefit during the year. On pages 91 and 95 we show the breakout of the impacts of service, pay and age and changes in assumptions on our named executive officers' changes in pension values. The "noise" created by changes in assumptions introduces significant year-over-year volatility to our summary compensation table totals and does not reflect decisions on compensation by the Committee.

  102. Differences between total direct compensation and the total from the summary compensation table

    •Other. We do not include amounts related to our legacy cash-based long-term incentives and benefits and perquisites in total direct compensation for a year. However, these amounts are included in the summary compensation table total as follows: •Legacy cash-based long-term incentives. Dividend equivalent payments on, and the growth in value above a reference rate of, our legacy cash-based long-term incentive plans (included in columns G and H). We stopped granting cash-based long-term incentives in 2012. •Benefits and perquisites. Perquisites and other personal benefits, Company contributions to our 401(k) and Excess Savings Plans and insurance premiums (included in column I). 2023 CEO total direct compensation vs. summary compensation table reconciliation ($ millions)

  103. Differences between total direct compensation and the total from the summary compensation table

    | CEO compensation: LTI timing & accounting differences | 2021 | 2022 | 2023 | | LTI value included in total direct compensation | $7,730,000 | $15,990,000 | $16,400,000 | | Value of timing differences | 250,000 | (8,260,000) | (410,000) | | Value of accounting differences | 1,415,279 | 529,788 | (10,867) | | LTI value included in summary compensation table | 9,395,279 | 8,259,788 | 15,979,133 |

  104. 2023 Summary compensation table

    2023 Summary compensation table In the table below, we show the compensation of our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers for 2023. We also show the compensation of one of our former executive officers who served for part of 2023. We show the compensation of executive officers listed in the table below for 2022 and 2021 if they were also named in the 2023 and 2022 Proxy Statements. For a complete understanding of the table, please read the descriptions of each column that follow the table.

  105. 2023 Summary compensation table

    | A | B | C | D | E | F | G | H | I | J | | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and non-qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | J. Duato Chairman/CEO | 2023 | $1,584,615 | $0 | $11,182,143 | $4,796,990 | $4,378,500 | $6,213,000 | $241,992 | $28,397,240 | | | 2022 | 1,490,962 | 0 | 5,940,829 | 2,318,959 | 3,079,750 | 0 | 268,987 | 13,099,487 | | | 2021 | 1,030,000 | 0 | 7,001,281 | 2,393,998 | 2,319,450 | 875,767 | 184,796 | 13,805,292 | | J. Wolk EVP, CFO | 2023 | 1,147,962 | 0 | 5,766,005 | 2,460,014 | 1,928,800 | 2,514,000 | 98,072 | 13,914,853 | | | 2022 | 1,008,462 | 0 | 4,718,897 | 1,841,952 | 1,177,800 | 0 | 75,971 | 8,823,082 | | | 2021 | 938,077 | 0 | 4,877,538 | 1,688,997 | 1,560,863 | 1,809,897 | 78,243 | 10,953,615 | | J. Reed EVP, Innovative Medicine, R&D | 2023 | 840,385 | 5,700,000 | 11,699,934 | 0 | 1,720,000 | 374,000 | 313,031 | 20,647,350 | | J. Taubert EVP, WWC Innovative Medicine | 2023 | 1,130,000 | 0 | 4,246,820 | 1,799,992 | 1,896,250 | 1,844,000 | 78,332 | 10,995,394 | | | 2022 | 1,008,462 | 0 | 4,764,921 | 1,859,958 | 1,094,875 | 0 | 53,316 | 8,781,532 | | | 2021 | 938,077 | 0 | 4,947,245 | 1,713,005 | 1,510,314 | 1,067,411 | 49,707 | 10,225,759 | | P. Fasolo EVP, Chief Human Resources Officer | 2023 | 877,692 | 0 | 2,999,620 | 1,277,991 | 1,160,000 | 1,076,000 | 110,744 | 7,502,047 | | A. McEvoy Former EVP, WWC MedTech | 2023 | 1,059,231 | 0 | 4,015,750 | 1,707,004 | 1,261,500 | 1,312,000 | 47,665 | 9,403,150 | | | 2022 | 984,615 | 0 | 3,935,021 | 1,535,967 | 890,250 | 0 | 44,308 | 7,390,161 |

  106. 2023 Summary compensation table

    Note: EVP means Executive Vice President. WWC means Worldwide Chairman.

  107. Change in pension value and non-qualified deferred compensation earnings (column H)

    Change in pension value and non-qualified deferred compensation earnings (column H) Column H includes the increase in the present value of the accrued pension benefit and the above-reference-rate non-qualified deferred compensation earnings. The table below shows the change in pension values and above-reference-rate amounts for vested CLCs.

  108. Change in pension value and non-qualified deferred compensation earnings

    Change in pension value and non-qualified deferred compensation earnings

  109. Change in pension value and non-qualified deferred compensation earnings

    | Name | Fiscal year | Change in pension value ($) | Above reference- rate calculation for vested CLCs ($) | Total ($) | | J. Duato | 2023 | $6,213,000 | $0 | $6,213,000 | | | 2022 | 0 | 0 | 0 | | | 2021 | 841,000 | 34,767 | 875,767 | | J. Wolk | 2023 | 2,514,000 | 0 | 2,514,000 | | | 2022 | 0 | 0 | 0 | | | 2021 | 1,809,000 | 897 | 1,809,897 | | J. Reed | 2023 | 374,000 | 0 | 374,000 | | J. Taubert | 2023 | 1,844,000 | 0 | 1,844,000 | | | 2022 | 0 | 0 | 0 | | | 2021 | 1,059,000 | 8,411 | 1,067,411 | | P. Fasolo | 2023 | 1,076,000 | 0 | 1,076,000 | | A. McEvoy | 2023 | 1,312,000 | 0 | 1,312,000 | | | 2022 | 0 | 0 | 0 |

  110. Change in pension value and non-qualified deferred compensation earnings

    | 94 | |

  111. Change in pension value and non-qualified deferred compensation earnings

    The change in pension present value is not a current cash payment. The pensions are only paid after retirement. See 2023 Pension benefits on page 105 for details on the pension. See Note 10 to the Consolidated Financial Statements of the 2023 Form 10-K for details on the discount rate. •Impact of service, pay and age. The following factors increased the present values: •Service. An additional year of completed service was included in the calculation of benefits. •Five-year average pay. The five-year average pay increased since the previous fiscal year-end. •Age. Each executive is one year closer to the age when we assume the pension payments will begin. •Impact of changes in assumptions. The change in present value is highly sensitive to changes in mortality and interest rate assumptions which can increase or decrease the values. The following table details the changes in actuarial assumptions and their net effect on the change in pension value.

  112. Above-reference-rate non-qualified deferred compensation earnings

    Above-reference-rate non-qualified deferred compensation earnings Any above-reference-rate returns on vested CLCs are deferred and not paid in the current year. •The change in the values of the CLCs depends on our long-term operational performance. •We use 120% of the December applicable federal long-term interest rate (AFR) as the reference rate. •Negative figures are not included in the summary compensation table (according to SEC rules). The following table details the calculation of the above-reference-rate returns on CLCs.

  113. Above-reference-rate non-qualified deferred compensation earnings

    | Above-reference-rate return | CLC | | Beginning of year unit value | $52.90 | | End of year unit value | $53.76 | | Change in unit value ($) | $0.86 | | Change in unit value (%) | 1.63% | | Reference-rate | 6.05% | | Above-reference-rate return | (4.42)% | | Above reference-rate return included in the summary compensation table | 0.00% |

  114. 2023 Grants of plan-based awards

    2023 Grants of plan-based awards In the table below, we show the potential ranges of the 2023 annual incentives and the PSUs, RSUs and options granted in 2023. We also include the accounting expense for the 2021-2023, 2022-2024 and 2023-2025 PSUs that were considered modified for accounting purposes because the Consumer Health peers were removed from the TSR calculations following the final separation of our Consumer Health business in August 2023. No additional PSUs were granted as a result of the modification. We include the grant date fair values of the stock awards and option awards in columns E and F of the summary compensation table on page 92. For a complete understanding of the table, please read the descriptions of each column that follow the table.

  115. 2023 Grants of plan-based awards

    | A | B | C | D | E | F | G | H | I | J | K | L | M | N | | Name | Award | Grant date | Estimated future payouts under non-equity incentive plan awards (annual incentive) | | | Estimated future payouts under equity incentive plan awards (performance share units) | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Closing market price on the grant date ($) | Grant date fair value of stock and option awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | J. Duato | Annual Incentive | | $0 | $2,800,000 | $5,600,000 | | | | | | | | | | | 2023-2025 PSU | 2/13/2023 | | | | 0 | 64,308 | 128,616 | | | | | $9,335,592 | | | RSU | 2/13/2023 | | | | | | | 10,409 | | | | 1,599,051 | | | 2021-2023 PSU Modification | 8/18/2023 | | | | | | | 15,676 | | | | 62,075 | | | 2022-2024 PSU Modification | 8/18/2023 | | | | | | | 15,159 | | | | 69,877 | | | 2023-2025 PSU Modification | 8/18/2023 | | | | | | | 32,154 | | | | 115,548 | | | Stock Awards Total | | | | | | | | | | | | 11,182,143 | | | Option | 2/13/2023 | | | | | | | | 172,250 | 162.75 | 162.75 | 4,796,990 | | J. Wolk | Annual Incentive | | 0 | 1,462,500 | 2,925,000 | | | | | | | | | | | 2023-2025 PSU | 2/13/2023 | | | | 0 | 32,978 | 65,956 | | | | | 4,787,416 | | | RSU | 2/13/2023 | | | | | | | 5,338 | | | | 820,034 | | | 2021-2023 PSU Modification | 8/18/2023 | | | | | | | 11,060 | | | | 43,796 | | | 2022-2024 PSU Modification | 8/18/2023 | | | | | | | 12,041 | | | | 55,504 | | | 2023-2025 PSU Modification | 8/18/2023 | | | | | | | 16,489 | | | | 59,255 | | | Stock Awards Total | | | | | | | | | | | | 5,766,005 | | | Option | 2/13/2023 | | | | | | | | 88,334 | 162.75 | 162.75 | 2,460,014 | | J. Reed | Annual Incentive | | $0 | $1,322,500 | $2,645,000 | | | | | | | | | | | RSU | 5/1/2023 | | | | | | | 75,765 | | | | 11,699,934 | | | Stock Awards Total | | | | | | | | | | | | 11,699,934 |

  116. 2023 Grants of plan-based awards

    | 98 | |

  117. 2023 Grants of plan-based awards

    | A | B | C | D | E | F | G | H | I | J | K | L | M | N | | Name | Award | Grant date | Estimated future payouts under non-equity incentive plan awards (annual incentive) | | | Estimated future payouts under equity incentive plan awards (performance share units) | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/sh) | Closing market price on the grant date ($) | Grant date fair value of stock and option awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | J. Taubert | Annual Incentive | | 0 | 1,322,500 | 2,645,000 | | | | | | | | | | | 2023-2025 PSU | 2/13/2023 | | | | 0 | 24,130 | 48,260 | | | | | 3,502,952 | | | RSU | 2/13/2023 | | | | | | | 3,906 | | | | 600,048 | | | 2021-2023 PSU Modification | 8/18/2023 | | | | | | | 11,217 | | | | 44,417 | | | 2022-2024 PSU Modification | 8/18/2023 | | | | | | | 12,158 | | | | 56,046 | | | 2023-2025 PSU Modification | 8/18/2023 | | | | | | | 12,065 | | | | 43,357 | | | Stock Awards Total | | | | | | | | | | | | 4,246,820 | | | Option | 2/13/2023 | | | | | | | | 64,634 | 162.75 | 162.75 | 1,799,992 | | P. Fasolo | Annual Incentive | | 0 | 890,000 | 1,780,000 | | | | | | | | | | | 2023-2025 PSU | 2/13/2023 | | | | 0 | 17,133 | 34,266 | | | | | 2,487,198 | | | RSU | 2/13/2023 | | | | | | | 2,773 | | | | 425,994 | | | 2021-2023 PSU Modification | 8/18/2023 | | | | | | | 6,404 | | | | 25,360 | | | 2022-2024 PSU Modification | 8/18/2023 | | | | | | | 6,570 | | | | 30,284 | | | 2023-2025 PSU Modification | 8/18/2023 | | | | | | | 8,567 | | | | 30,784 | | | Stock Awards Total | | | | | | | | | | | | 2,999,620 | | | Option | 2/13/2023 | | | | | | | | 45,890 | 162.75 | 162.75 | 1,277,991 | | A. McEvoy | Annual Incentive | | 0 | 1,230,500 | 2,461,000 | | | | | | | | | | | 2023-2025 PSU | 2/13/2023 | | | | 0 | 22,884 | 45,768 | | | | | 3,322,070 | | | RSU | 2/13/2023 | | | | | | | 3,704 | | | | 569,016 | | | 2021-2023 PSU Modification | 8/18/2023 | | | | | | | 9,410 | | | | 37,262 | | | 2022-2024 PSU Modification | 8/18/2023 | | | | | | | 10,041 | | | | 46,284 | | | 2023-2025 PSU Modification | 8/18/2023 | | | | | | | 11,442 | | | | 41,118 | | | Stock Awards Total | | | | | | | | | | | | 4,015,750 | | | Option | 2/13/2023 | | | | | | | | 61,295 | 162.75 | 162.75 | 1,707,004 |

  118. 2023 Grants of plan-based awards

    | 2024 Proxy Statement | 99 |

  119. 2023 Outstanding equity awards at fiscal year-end

    2023 Outstanding equity awards at fiscal year-end In the table below, we show the outstanding options, RSUs and PSUs as of fiscal year-end 2023.

  120. 2023 Outstanding equity awards at fiscal year-end

    | A | B | C | D | E | F | G | H | I | J | K | | Name | Grant date | Vesting type | Options | | | | Stock awards | | | | | | | | Number of securities underlying unexercised options (#) | | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plans: market or payout value of unearned shares, units or other rights that have not vested ($) | | | | | Exercisable | Unexercisable | | | | | | | | J. Duato | Options | | | | | | | | | | | | 2/10/2014 | 3-Year Cliff | 130,969 | | $90.44 | 2/9/2024 | | | | | | | 2/9/2015 | 3-Year Cliff | 126,369 | | 100.06 | 2/9/2025 | | | | | | | 2/8/2016 | 3-Year Cliff | 125,824 | | 101.87 | 2/8/2026 | | | | | | | 2/13/2017 | 3-Year Cliff | 123,291 | | 115.67 | 2/13/2027 | | | | | | | 2/12/2018 | 3-Year Cliff | 105,307 | | 129.51 | 2/12/2028 | | | | | | | 2/11/2019 | 3-Year Cliff | 110,868 | | 131.94 | 2/11/2029 | | | | | | | 2/10/2020 | 3-Year Cliff | 133,516 | | 151.41 | 2/10/2030 | | | | | | | 2/8/2021 | 3-Year Cliff | | 114,776 | 164.62 | 2/8/2031 | | | | | | | 2/14/2022 | 3-Year Cliff | | 99,811 | 165.89 | 2/14/2032 | | | | | | | 2/13/2023 | 3-Year Ratable | | 172,250 | 162.75 | 2/13/2033 | | | | | | | RSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 5,225 | $818,967 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 5,053 | 792,007 | | | | | 2/13/2023 | 3-Year Ratable | | | | | 10,409 | 1,631,507 | | | | | PSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 36,618 | 5,739,505 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 0 | 0 | 27,300 | $4,279,002 | | | 2/13/2023 | 3-Year Cliff | | | | | 0 | 0 | 38,328 | 6,007,531 | | J. Wolk | Options | | | | | | | | | | | | 2/9/2015 | 3-Year Cliff | 13,015 | | 100.06 | 2/9/2025 | | | | | | | 2/8/2016 | 3-Year Cliff | 16,820 | | 101.87 | 2/8/2026 | | | | | | | 2/13/2017 | 3-Year Cliff | 19,241 | | 115.67 | 2/13/2027 | | | | | | | 2/12/2018 | 3-Year Cliff | 12,066 | | 129.51 | 2/12/2028 | | | | | | | 2/11/2019 | 3-Year Cliff | 66,386 | | 131.94 | 2/11/2029 | | | | | | | 2/10/2020 | 3-Year Cliff | 88,219 | | 151.41 | 2/10/2030 | | | | | | | 2/8/2021 | 3-Year Cliff | | 80,976 | 164.62 | 2/8/2031 | | | | | | | 2/14/2022 | 3-Year Cliff | | 79,280 | 165.89 | 2/14/2032 | | | | | | | 2/13/2023 | 3-Year Ratable | | 88,334 | 162.75 | 2/13/2033 | | | | | | | RSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 3,686 | 577,744 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 4,014 | 629,154 | | | | | 2/13/2023 | 3-Year Ratable | | | | | 5,338 | 836,678 | | | | | PSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 25,835 | 4,049,378 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 0 | 0 | 21,685 | 3,398,907 | | | 2/13/2023 | 3-Year Cliff | | | | | 0 | 0 | 19,655 | 3,080,725 | | J. Reed | RSUs | | | | | | | | | | | | 5/1/2023 | 3-Year Ratable | | | | | 75,765 | 11,875,406 | | |

  121. 2023 Outstanding equity awards at fiscal year-end

    | 102 | |

  122. 2023 Outstanding equity awards at fiscal year-end

    | A | B | C | D | E | F | G | H | I | J | K | | Name | Grant date | Vesting type | Options | | | | Stock awards | | | | | | | | Number of securities underlying unexercised options (#) | | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plans: market or payout value of unearned shares, units or other rights that have not vested ($) | | | | | Exercisable | Unexercisable | | | | | | | | J. Taubert | Options | | | | | | | | | | | | 2/10/2014 | 3-Year Cliff | 59,397 | | $90.44 | 2/9/2024 | | | | | | | 2/9/2015 | 3-Year Cliff | 58,504 | | 100.06 | 2/9/2025 | | | | | | | 2/8/2016 | 3-Year Cliff | 56,471 | | 101.87 | 2/8/2026 | | | | | | | 2/13/2017 | 3-Year Cliff | 43,712 | | 115.67 | 2/13/2027 | | | | | | | 2/12/2018 | 3-Year Cliff | 43,391 | | 129.51 | 2/12/2028 | | | | | | | 2/11/2019 | 3-Year Cliff | 67,397 | | 131.94 | 2/11/2029 | | | | | | | 2/10/2020 | 3-Year Cliff | 91,324 | | 151.41 | 2/10/2030 | | | | | | | 2/8/2021 | 3-Year Cliff | | 82,127 | 164.62 | 2/8/2031 | | | | | | | 2/14/2022 | 3-Year Cliff | | 80,055 | 165.89 | 2/14/2032 | | | | | | | 2/13/2023 | 3-Year Ratable | | 64,634 | 162.75 | 2/13/2033 | | | | | | | RSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 3,739 | $586,051 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 4,053 | 635,267 | | | | | 2/13/2023 | 3-Year Ratable | | | | | 3,906 | 612,226 | | | | | PSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 26,202 | 4,106,901 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 0 | 0 | 21,896 | $3,431,979 | | | 2/13/2023 | 3-Year Cliff | | | | | 0 | 0 | 14,381 | 2,254,078 | | P. Fasolo | Options | | | | | | | | | | | | 2/12/2018 | 3-Year Cliff | 41,055 | | 129.51 | 2/12/2028 | | | | | | | 2/11/2019 | 3-Year Cliff | 41,618 | | 131.94 | 2/11/2029 | | | | | | | 2/10/2020 | 3-Year Cliff | 53,151 | | 151.41 | 2/10/2030 | | | | | | | 2/8/2021 | 3-Year Cliff | | 46,888 | 164.62 | 2/8/2031 | | | | | | | 2/14/2022 | 3-Year Cliff | | 43,256 | 165.89 | 2/14/2032 | | | | | | | 2/13/2023 | 3-Year Ratable | | 45,890 | 162.75 | 2/13/2033 | | | | | | | RSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 2,135 | 334,640 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 2,190 | 343,261 | | | | | 2/13/2023 | 3-Year Ratable | | | | | 2,773 | 434,640 | | | | | PSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 14,959 | 2,344,674 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 0 | 0 | 11,832 | 1,854,548 | | | 2/13/2023 | 3-Year Cliff | | | | | 0 | 0 | 10,211 | 1,600,472 |

  123. 2023 Outstanding equity awards at fiscal year-end

    | 2024 Proxy Statement | 103 |

  124. 2023 Outstanding equity awards at fiscal year-end

    | A | B | C | D | E | F | G | H | I | J | K | | Name | Grant date | Vesting type | Options | | | | Stock awards | | | | | | | | Number of securities underlying unexercised options (#) | | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plans: market or payout value of unearned shares, units or other rights that have not vested ($) | | | | | Exercisable | Unexercisable | | | | | | | | A. McEvoy | Options | | | | | | | | | | | | 2/10/2014 | 3-Year Cliff | 49,225 | | $90.44 | 2/9/2024 | | | | | | | 2/9/2015 | 3-Year Cliff | 46,803 | | 100.06 | 2/9/2025 | | | | | | | 2/8/2016 | 3-Year Cliff | 43,689 | | 101.87 | 2/8/2026 | | | | | | | 2/13/2017 | 3-Year Cliff | 37,361 | | 115.67 | 2/13/2027 | | | | | | | 2/12/2018 | 3-Year Cliff | 41,889 | | 129.51 | 2/12/2028 | | | | | | | 2/11/2019 | 3-Year Cliff | 58,972 | | 131.94 | 2/11/2029 | | | | | | | 2/10/2020 | 3-Year Cliff | 76,712 | | 151.41 | 2/10/2030 | | | | | | | 2/8/2021 | 3-Year Cliff | | 68,894 | 164.62 | 2/8/2031 | | | | | | | 2/14/2022 | 3-Year Cliff | | 66,110 | 165.89 | 2/14/2032 | | | | | | | 2/13/2023 | 3-Year Ratable | | 61,295 | 162.75 | 2/13/2033 | | | | | | | RSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 3,136 | $491,537 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 3,347 | 524,609 | | | | | 2/13/2023 | 3-Year Ratable | | | | | 3,704 | 580,565 | | | | | PSUs | | | | | | | | | | | | 2/8/2021 | 3-Year Cliff | | | | | 21,980 | 3,445,145 | | | | | 2/14/2022 | 3-Year Cliff | | | | | 0 | 0 | 18,083 | $2,834,329 | | | 2/13/2023 | 3-Year Cliff | | | | | 0 | 0 | 13,639 | 2,137,777 |

  125. 2023 Option exercises and stock vested

    2023 Option exercises and stock vested In the table below, we show how many options each executive exercised in 2023 and the value received from exercising them. We also show how many PSUs and RSUs vested in 2023 and their value when they vested.

  126. 2023 Option exercises and stock vested

    | Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized upon exercise ($) | Number of shares acquired on vesting (#) | Value realized upon vesting ($) | | J. Duato | 148,538 | $14,985,999 | 36,539 | $5,920,049 | | J. Wolk | 0 | 0 | 24,142 | 3,911,487 | | J. Reed | 0 | 0 | 0 | 0 | | J. Taubert | 0 | 0 | 24,992 | 4,049,204 | | P. Fasolo | 0 | 0 | 14,546 | 2,356,743 | | A. McEvoy | 0 | 0 | 20,993 | 3,401,286 |

  127. 2023 Pension benefits

    2023 Pension benefits In the table below, we show the present value of pension benefits as of year-end 2023 and payments during 2023. For a complete understanding of the table, please read the description of the pension benefits on page 106.

  128. 2023 Pension benefits

    | Name | Number of years credited service (#) | Normal retirement age | Present value of accumulated benefits | | | Payments during last fiscal year ($) | | | | | Salaried pension plan ($) | Excess pension plan ($) | Total ($) | | | J. Duato | 34 | 62 | $1,917,000 | $22,209,000 | $24,126,000 | $0 | | J. Wolk | 25 | 62 | 1,155,000 | 8,782,000 | 9,937,000 | 0 | | J. Reed | 0 | 65 | 33,000 | 341,000 | 374,000 | 0 | | J. Taubert | 18 | 62 | 976,000 | 6,753,000 | 7,729,000 | 0 | | P. Fasolo | 16 | 62 | 868,000 | 4,452,000 | 5,320,000 | 0 | | A. McEvoy | 27 | 62 | 1,019,000 | 5,625,000 | 6,644,000 | 0 |

  129. 2023 Pension benefits

    | 2024 Proxy Statement | 105 |

  130. 2023 Pension benefits

    We calculated the present values in the table using the same assumptions we used for the pension liabilities included in our 2023 Annual Report. We provide pension benefits to our employees to provide retirement income, facilitate succession and motivate long-service. Our pension benefits are paid through our salaried pension plan and excess pension plan as described below. The named executive officers participate in the defined benefit pension plan on the same basis as other U.S. non-union employees. For all NEOs other than Dr. Reed, their pension benefit is determined solely under the formula that applies to other eligible U.S. non-union employees hired before January 1, 2015 (the Final Average Pay formula). We offset the benefits from the final average pay plans for amounts earned from our non-U.S. pension plans. For Dr. Reed, his pension benefit is determined under the formula applicable to employees hired on or after January 1, 2015 (the Retirement Value Plan, or RVP, formula). Starting on January 1, 2026, all eligible U.S. non-union employees (regardless of hire date) will accrue benefits under the defined benefit pension plan formula that applies to employees hired on or after January 1, 2015. •U.S. Final Average Pay pension formula. This formula determines a monthly annuity amount payable for life. •Retirement age. At age 62 former employees can begin receiving unreduced pension payments. At age 55 they can begin receiving reduced pension benefits. If a former employee begins receiving his or her pension before age 62, the pension is reduced by 4% per year for each year before age 62. •Monthly annuity amount. We calculate the monthly annuity amount as: (1)Final average earnings multiplied by 1.667%, multiplied by years of service prior to 2005, plus (2)Final average earnings multiplied by 1.55%, multiplied by years of service after 2004, minus (3)Age 65 Social Security benefits multiplied by 1.429%, multiplied by total years of service, plus (4)Frozen grandfathered benefits related to pre-2009 dividend equivalents on unvested CLCs (less than 2% of the total pension benefit for each named executive officer). •Final average earnings. Final average earnings is the average of the highest consecutive 60 months out of the last 120 months of pay. Earnings include base salary and annual incentive payouts. •Benefits paid as an annuity. Final average pay benefits under the Salaried Pension Plan and Excess Pension Plan must be taken in the form of an annuity. •U.S. Retirement Value Plan pension formula. This formula determines a lump sum payable at the time the employee is deemed to have 'retired' from Johnson & Johnson (generally separation from Johnson & Johnson, or if later, attainment of a specified age). •Retirement age. At age 62 former employees can begin receiving unreduced pension payments. At age 55 they can begin receiving reduced pension benefits. If a former employee begins receiving his or her pension before age 62, the pension is reduced for each year before age 62. •Lump sum amount. Johnson & Johnson calculates the lump sum amount as an RVP credit of 15% of plan earnings for each year of service. The sum of each year’s RVP credits equals the pension benefit payable as a lump sum at age 62. •Plan earnings. Earnings include base salary and annual incentive payouts. •Form of benefit payment. RVP benefits under the Excess Pension Plan benefit are available only as a lump sum. RVP benefits under the Salaried Pension Plan are expressed as a lump sum but can also be payable in one of the optional annuity forms available for RVP benefits under the Salaried Pension Plan. •Pension plans. We pay our U.S. pensions from the Salaried and Excess Pension Plans as follows: •Salaried Pension Plan. The Salaried Pension Plan applies the Final Average Pay and RVP formulas, as applicable, to pay up to the IRS’s covered compensation limit. The limit was $330,000 in 2023. •Excess Pension Plan. The Excess Pension Plan uses the Final Average Pay and RVP pension formulas, as applicable, without applying the IRS pay limits. The payments are reduced by amounts paid from the Salaried Pension Plan. U.S. non-union employees participate in the Excess Pension Plan if their covered compensation exceeds the IRS limit.

  131. 2023 Pension benefits

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  132. 2023 Non-qualified deferred compensation

    2023 Non-qualified deferred compensation In the table below, we show our named executive officers’ year-end non-tax-qualified compensation deferral plan balances. We also show how much they and the Company contributed to the plans, the earnings on the deferred compensation, and withdrawals and distributions during the year. For a complete understanding of the table, please read the descriptions of the columns that follow the table.

  133. 2023 Non-qualified deferred compensation

    | A | B | C | D | E | F | | Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($) | | J. Duato | $0 | $56,458 | $231,644 | $0 | $9,094,001 | | J. Wolk | 332,038 | 36,808 | 57,054 | 0 | 814,743 | | J. Reed | 0 | 22,967 | 1,512 | 0 | 24,479 | | J. Taubert | 1,450,406 | 36,000 | 1,317,239 | 0 | 9,540,559 | | P. Fasolo | 0 | 24,646 | 46,061 | 0 | 356,460 | | A. McEvoy | 0 | 32,815 | 102,684 | 0 | 2,866,551 |

  134. 2023 Potential payments upon termination

    2023 Potential payments upon termination We pay earned and unpaid compensation to our employees upon termination. In addition, depending upon the circumstances of the termination and the employee’s age and years of service, we pay severance, provide continued health benefit coverage and provide continued vesting in equity incentives. We have no change-in-control benefits. •Earned but unpaid compensation. Upon any termination of employment as of year-end 2023, employees would receive their 2023 annual incentive and vested non-qualified deferred compensation. They would also be entitled to their pension benefits upon retirement. If a named executive officer had terminated as of year-end 2023, he or she would have received his or her: •Earned but unpaid annual incentives for 2023. An employee must be employed through the end of the year to be eligible for a non-pro-rated annual incentive payout. However, in case of involuntary termination for cause, these amounts would be forfeited. See non-equity incentive plan compensation in the table on page 94 for the annual incentive amounts. •Vested non-qualified deferred compensation balances. See non-qualified deferred compensation — aggregate balance at last fiscal year-end (column F) in the table on page 108 for the year-end balances. •Pension benefits upon retirement. See 2023 pension benefits on page 105 for details. •Severance, healthcare coverage and equity incentives. In the table on page 111, we show the value of cash severance, continued healthcare coverage and continued vesting in equity incentives as if the named executive officers had terminated as of year-end 2023 under the circumstances shown below. For a complete understanding of the table please read the descriptions of the types of payments that follow the table. •No change-in-control benefits. We do not have any change-in-control agreements or arrangements in place for any of our named executive officers. Our 2022 Long-Term Incentive Plan only provides for a change-in-control benefit in the event that outstanding awards granted under the plan are not assumed or substituted by the acquirer in connection with a change-in-control, in which case the awards will vest and any performance conditions will be deemed to be achieved at the greater of target or actual performance levels as of the date of the change-in-control. If outstanding awards are assumed or substituted, the awards will remain outstanding and will continue to vest following the change-in-control.

  135. 2023 Potential payments upon termination

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  136. 2023 Potential payments upon termination

    | Name | Type of payment | Voluntary termination ($) | Involuntary termination without cause ($) | Involuntary termination with cause ($) | Death ($) | Disability ($) | | J. Duato | Cash severance | $0 | $2,092,308 | $0 | $0 | $0 | | | Healthcare coverage | 139,000 | 144,000 | 139,000 | 73,000 | 195,000 | | | Equity incentives | 19,268,519 | 19,268,519 | 0 | 19,268,519 | 19,268,519 | | | Total | 19,407,519 | 21,504,827 | 139,000 | 19,341,519 | 19,463,519 | | J. Wolk | Cash severance | 0 | 1,170,000 | 0 | 0 | 0 | | | Healthcare coverage | 198,000 | 205,000 | 198,000 | 103,000 | 253,000 | | | Equity incentives | 12,572,586 | 12,572,586 | 0 | 12,572,586 | 12,572,586 | | | Total | 12,770,586 | 13,947,586 | 198,000 | 12,675,586 | 12,825,586 | | J. Reed | Cash severance | 0 | 1,150,000 | 0 | 0 | 0 | | | Healthcare coverage | 0 | 19,000 | 0 | 10,000 | 22,000 | | | Equity incentives | 0 | 0 | 0 | 11,875,406 | 11,875,406 | | | Total | 0 | 1,169,000 | 0 | 11,885,406 | 11,897,406 | | J. Taubert | Cash severance | 0 | 1,150,000 | 0 | 0 | 0 | | | Healthcare coverage | 141,000 | 149,000 | 141,000 | 76,000 | 219,000 | | | Equity incentives | 11,626,502 | 11,626,502 | 0 | 11,626,502 | 11,626,502 | | | Total | 11,767,502 | 12,925,502 | 141,000 | 11,702,502 | 11,845,502 | | P. Fasolo | Cash severance | 0 | 890,000 | 0 | 0 | 0 | | | Healthcare coverage | 119,000 | 127,000 | 119,000 | 64,000 | 196,000 | | | Equity incentives | 6,912,235 | 6,912,235 | 0 | 6,912,235 | 6,912,235 | | | Total | 7,031,235 | 7,929,235 | 119,000 | 6,976,235 | 7,108,235 |

  137. Healthcare coverage

    Healthcare coverage Upon termination of employment, all non-union U.S. employees receive continued healthcare coverage that varies based upon the termination circumstances. The healthcare coverage amounts in the table on page 111 are the present values of continued healthcare coverage. The values vary based upon the termination circumstances as follows:

  138. Healthcare coverage

    | Healthcare coverage | Eligibility | Eligible named executive officers | Voluntary termination | Involuntary termination without cause | Involuntary termination with cause | Death | Disability | | Retiree | Employees age 55 with ten years of service. | Duato Wolk Taubert Fasolo | | Begins at the end of the cash severance period. | | Coverage for dependents | | | Separation | Employees between ages 50 and 54 with ten years of service who are involuntarily terminated without cause. | | Not applicable | Begins at the earlier of the cash severance period or 52 weeks and ends at age 65. | Not applicable | Not applicable | Not applicable | | Active-employee | All employees. | Reed | No continued coverage | While on severance - up to 52 weeks. | No continued coverage | Coverage for dependents for 6 months. | While on long-term disability. |

  139. Healthcare coverage

    Note: " " means eligible for coverage.

  140. Healthcare coverage

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  141. Pay versus performance

    Pay versus performance In the table below, we show the compensation for our CEO (Principal Executive Officer, or PEO, in the table) and the average of the other named executive officers, our cumulative total shareholder return, net income and annual relative total shareholder return, and the cumulative total shareholder returns of our peer indices. Our executives’ compensation is shown using the totals from the summary compensation table and compensation actually paid (CAP) according to SEC rules.

  142. Pay versus performance table

    Pay versus performance table

  143. Pay versus performance table

    | A | B | C | D | E | F | G | H | I | J | | | | | | | Value of initial fixed $100 investment based on: | | | | | | Year | Summary compensation table total for PEO | Compensation actually paid to PEO | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs | Total shareholder return | Peer group total shareholder return (S&P Pharmaceuticals sub index) | Peer group total shareholder return (S&P Healthcare Equipment sub index) | Net income ($ millions) | Annual relative total shareholder return (% points) | | 2023 | $28,397,240 | $13,839,320 | $12,492,559 | $7,116,002 | $119.65 | $147.13 | $124.22 | $35,153 | (18.6)% | | 2022 | 13,099,487 | 18,910,984 | 8,021,796 | 11,882,576 | 130.91 | 146.65 | 113.92 | 17,941 | 5.6 | | 2021 | 26,741,959 | 39,418,762 | 12,498,029 | 16,589,484 | 123.54 | 135.21 | 140.40 | 20,878 | (2.4) | | 2020 | 29,575,974 | 28,993,387 | 12,948,370 | 11,481,071 | 110.85 | 107.53 | 117.63 | 14,714 | 1.6 |

  144. Summary compensation table total for PEO and average summary compensation table total for non-PEO NEOs (columns B and D)

    Summary compensation table total for PEO and average summary compensation table total for non-PEO NEOs (columns B and D) Column B includes the amounts reported in the total column of the summary compensation table for our CEO. Column D includes the average of the amounts reported in the total column of the summary compensation table for our named executive officers excluding our CEO. In the table below, we show which executives were included in columns B through E in 2020-2023.

  145. Summary compensation table total for PEO and average summary compensation table total for non-PEO NEOs (columns B and D)

    | Executive name | PEO | | | | Non-PEO NEO | | | | | | 2020 | 2021 | 2022 | 2023 | 2020 | 2021 | 2022 | 2023 | | A. Gorsky | X | X | | | | | | | | J. Duato | | | X | X | X | X | | | | J. Wolk | | | | | X | X | X | X | | P. Stoffels | | | | | X | X | | | | J. Taubert | | | | | X | X | X | X | | A. McEvoy | | | | | | | X | X | | T. Mongon | | | | | | | X | | | J. Reed | | | | | | | | X | | P. Fasolo | | | | | | | | X |

  146. Summary compensation table total for PEO and average summary compensation table total for non-PEO NEOs (columns B and D)

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  147. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E) Columns C and E, respectively, include the amount of compensation actually paid to our CEO and average of our other NEOs (according to SEC rules). The amounts are not current cash payments. Our retirement benefits are paid only after retirement and our long-term incentives’ value vary with company performance (including stock price) until they are vested or exercised (in the case of options). The following table shows the 2023 adjustments made to total compensation for each year to determine the compensation actually paid:

  148. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    | Executive | Summary 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 | $28,397,240 | $15,979,133 | $7,166,755 | $6,213,000 | $467,458 | $13,839,320 | | Average of Non-PEO NEOs | 12,492,559 | 7,194,626 | 2,966,942 | 1,424,000 | 275,127 | 7,116,002 |

  149. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    •Summary compensation table value of equity awards includes the total grant date fair value of equity awards reported in the stock awards and option awards columns in the summary compensation table. •Pay versus performance value of equity awards includes the following: •For awards granted in the applicable year, the fair value: •At year-end for awards that are outstanding and unvested. •As of the vesting date for awards that vest in the applicable year. •For awards granted in prior years, the change in fair value: •From the beginning of the year to the end of the year for awards that remain outstanding and unvested. •From the beginning of the year to the vesting date for awards that vest in the applicable year. •From the beginning of the year to zero for awards that fail to vest. •Fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield and risk-free interest rates) that are consistent with those used to estimate fair value at grant under U.S. GAAP. The valuation assumptions used to calculate option fair values differed materially from those disclosed at the time of grant in the following ways: •Risk-free rates range from 3.8% to 4.0% for the pay-versus-performance valuations versus a range of 0.8% to 3.7% for grant-date valuations. The risk-free rates differed due to macroeconomic changes between the grant date and valuation dates. •The expected option term estimate ranges from 4.0 years to 6.1 years for the pay-versus-performance valuations versus 7.0 years for the grant-date valuations. The expected term decreased from the grant date as we considered potential changes in exercise behavior, as the options are no longer at-the-money, and to incorporate the passage of time in the award's life. •We calculated the estimated number of PSUs to vest in the future assuming: •2022-2024 PSUs tied to relative TSR performance vest at 71.2% of target and cumulative adjusted EPS performance vest at 108.9% of target. •2023-2025 PSUs tied to relative TSR performance vest at 0.0% of target and cumulative adjusted EPS performance vest at 119.2% of target. •All other valuation assumptions are not materially different from the grant-date assumptions and there were no changes in calculation methodology. See Common Stock, Stock Option Plans and Stock Compensation Agreements Note to the Consolidated Financial Statements of the Form 10-K for additional details on the valuation assumptions used at grant.

  150. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

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  151. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    The following table shows the 2023 amounts included in the pay-versus-performance value of equity awards.

  152. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    | Executive | Year-end fair value of equity awards granted during applicable year | Change in fair value as of year-end of any prior-year awards that remain unvested as of year-end | Change in fair value as of the vesting date of any prior-year awards that vested during applicable year | Pay versus performance value of equity awards | | PEO | $14,690,868 | $(5,539,650) | $(1,984,463) | $7,166,755 | | Average of Non-PEO NEOs | 6,723,208 | (2,836,480) | (919,786) | 2,966,942 |

  153. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    •Summary compensation table change in the actuarial present value of pension benefits includes the changes in pension value reported in the change in pension and non-qualified deferred compensation column of the summary compensation table. •Pay versus performance value of pension benefits includes the following: •Service costs. The actuarially determined pension service cost for services rendered by our CEO or NEOs •Prior service costs. The entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the applicable year that is attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation. •The amounts deducted or added in calculating the 2023 pay versus performance value of pension benefits are as follows:

  154. Compensation actually paid to PEO and average compensation actually paid to non-PEO NEOs (columns C and E)

    | Executive | Service costs attributable to the applicable year | Prior service costs introduced during the applicable year | Pay versus performance value of pension benefits | | PEO | $467,458 | $0 | $467,458 | | Average of other NEOs | 275,127 | 0 | 275,127 |

  155. Analysis of the information presented in the pay versus performance 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 118. We also compare the Company’s cumulative TSR with the peer indices.

  156. Components of compensation actually paid that vary with performance

    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 and 2023 Proxy Statements and this Proxy Statement. The decisions regarding our long-term incentive awards are described in our 2020, 2021, 2022 and 2023 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.

  157. Compensation actually paid and cumulative TSR

    Compensation actually paid and cumulative TSR 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 70, 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.

  158. Compensation actually paid and net income

    Compensation actually paid and net income The chart on page 119 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 69 and 70, 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.

  159. Compensation actually paid and net income

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  160. Compensation actually paid and annual relative total shareholder return

    Compensation actually paid and annual relative total shareholder return The chart on page 120 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.

  161. Compensation actually paid and annual relative total shareholder return

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