Johnson & Johnson : 2024 Proxy Statement and additional solicitation materials

2024 Proxy Statement and Additional Definitive Proxy Solicitation Materials

• 1Definitive Proxy Statement, filed March 13, 2024

• 2 Additional definitive proxy soliciting materials and Rule 14(a)(12) material, filed March 13, 2024

  Removed Item 5: Shareholder Proposal, which was withdrawn by the proponent. Item 5 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Item 5 be tabulated or reported.

• 3 Additional definitive proxy soliciting materials and Rule 14(a)(12) material, filed March 13, 2024

Proxy Solicitation Materials.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

• o Preliminary Proxy Statement

• o Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• ý Definitive Proxy Statement

• o Definitive Additional Materials

• o Soliciting Material under § 240.14a-12

JOHNSON & JOHNSON

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check all boxes that apply):

ý No fee required.

• o Fee paid previously with preliminary materials.

• o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(4) and 0-11.

March 13, 2024

Notice of Annual Meeting & Proxy Statement

Time

Voting

Thursday, April 25, 2024 10:00 a.m., Eastern Time

Locationwww.virtualshareholdermeeting.com/JNJ2024

Record Date

You are eligible to vote if you were a shareholder of record at the close of business on February 27, 2024. Ensure that your shares are represented at the meeting by voting in one of several ways:To vote via the internet prior to the meeting, go to the website listed on your proxy card or notice.

To vote by phone, call the telephone number specified on your proxy card or on the website listed on your notice.

If you received paper copies of your proxy materials, mark, sign, date and return your proxy card in the postage-paid envelope provided to vote by mail.

February 27, 2024

Whether or not you plan to attend the Annual Meeting, we call on you to vote and submit your proxy in advance of the meeting by using one of the methods described above.

Items of business

• 1 Elect the 13 nominees named in this Proxy Statement to serve asDirectors for the coming year.

• 2 Vote, on an advisory basis, to approve named executive

  officer compensation.

• 3 Ratify the appointment of PricewaterhouseCoopers LLP as ourindependent registered public accounting firm for 2024.

4-5 Vote on the two shareholder proposals contained in this Proxy Statement, if properly presented at the Annual Meeting.

Transact such other matters as may properly come before the Annual Meeting and at any adjournment or postponement of the Annual Meeting.

By order of the Board of Directors,

Marc Larkins

Worldwide Vice President, Corporate Governance Corporate Secretary

You are invited to attend the Annual Meeting of Shareholders of Johnson & Johnson.

The 2024 Annual Meeting will be held online in a virtual format.

You or your proxyholder will be able to attend the 2024 Annual Meeting online, vote and submit questions by visitingwww.virtualshareholdermeeting.com/ JNJ2024 and using the 16-digit control number included on your notice, on your proxy card or in the voting instructions that accompanied your proxy materials.

1

Important notice regarding the availability of Proxy Materials for the

Annual Meeting of Shareholders of Johnson & Johnson to be held on April 25, 2024.

The Proxy Statement and Annual Report to Shareholders are available atwww.investor.jnj.com/asm

Table of contents

568

A message from our Lead DirectorLiving into Our Credo

2024 Proxy Statement - summary

• 13 Board of Directors and corporate governance

  ITEM 1: Election of Directors

• 13 2024 Board nominees

• 14 Director nomination process and Board refreshment

• 16 Nominee skills, expertise and background

• 17 Board nominee biographies

• 24 Corporate governance

• 24 Corporate governance highlights

• 27 Board structure and operations

• 36 Oversight of our Company

• 44 Shareholder engagement

• 46 Related person transactions and Director independence

• 49 Director compensation

• 49 Fiscal 2024 non-employee Director compensation

• 49 Fiscal 2023 non-employee Director compensation

• 51 Director compensation policies and practices

• 51 Deferred fee plan for Directors

• 51 Additional arrangements

• 52 Stock ownership guidelines for non-employee Directors

• 52 Stock ownership information

• 52 Security ownership of certain beneficial owners, officers and directors

55

Compensation of executives

56 57 58

ITEM 2: Advisory vote to approve named executive officer compensation A message from our Compensation & Benefits Committee Compensation Committee report

64

59

Compensation discussion and analysis 2023 Executive compensation summary 2023 Executive compensation

73

71

77

81

Compensation decisions for 2023 performance NEO performance and compensation summaries Executive compensation decision process

84

85

Additional information concerning executive compensation Compensation policies and practices

86 89

89

Compensation decisions for 2022 performance Reconciliation of non-GAAP performance measures Executive compensation tables

Reconciliation of our CEO's 2023 total direct compensation to the 2023 summary compensation table

92

2023 Summary compensation table

98

2023 Grants of plan-based awards

102

2023 Outstanding equity awards at fiscal year-end

105

2023 Option exercises and stock vested

105

2023 Pension benefits

107

2023 Non-qualified deferred compensation

110

2023 Potential payments upon termination

114

113

Ratio of the annual total compensation of the median-paid employee to the CEO Pay versus performance

• 122 Audit matters

• 122 Audit Committee report

  ITEM 3: Ratification of appointment of independent registered public accounting firm

• 124 Selection and engagement of audit firm

• 124 Audit and non-audit fees

• 125 Pre-approval of audit and non-audit services ITEMS 4-5: Shareholder proposals

130

Other information

Index of frequently requested information (alphabetical)

• 131 Annual Meeting attendance

• 85 Anti-pledging, hedging policy

• 124 Auditor fees

• 124 Auditor tenure

• 15 Board and Committees evaluation

• 27 Board leadership structure

• 30 Board meeting attendance

• 113 CEO pay ratio

• 73 CEO performance evaluation

• 78 Compensation consultant

• 59 Compensation summary

• 24 Corporate governance highlights

• 39 Cybersecurity

• 17 Director biographies

• 47 Director independence

• 25 Director overboarding policy

• 14 Director qualifications

• 42 Diversity, equity and inclusion

• 40 Environmental, social and governance

• 85 Exec. comp. recoupment policies

• 41 Human capital management

• 28 Lead Director duties and responsibilities

• 66 Long-term incentives

• 131 Notice and access

• 38 Patient safety and product quality

• 64 Pay for performance

• 79 Peer group comparisons

• 71 Perquisites

• 40 Political spending oversight

• 25 Proxy access

• 46 Related person transactions

• 36 Risk oversight

• 110 Severance benefits

• 44 Shareholder engagement

• 126 Shareholder proposals

  Stock ownership requirements:

• 52 for non-employee Directors

• 84 for executive officers

• 130 Voting

Websites and resources

• 135 Helpful websites

• 26 Other corporate disclosures

Our Credo

We believe our first responsibility is to the patients, doctors and nurses, to mothers and fathers and all others who use our products and services. In meeting their needs everything we do must be of high quality. We must constantly strive to provide value, reduce our costs and maintain reasonable prices. Customers' orders must be serviced promptly and accurately. Our business partners must have an opportunity to make a fair profit.

We are responsible to our employees who work with us throughout the world. We must provide an inclusive work environment where each person must be considered as an individual. We must respect their diversity and dignity and recognize their merit. They must have a sense of security, fulfillment and purpose in their jobs. Compensation must be fair and adequate and working conditions clean, orderly and safe. We must support the health and well-being of our employees and help them fulfill their family and other personal responsibilities. Employees must feel free to make suggestions and complaints. There must be equal opportunity for employment, development and advancement for those qualified. We must provide highly capable leaders and their actions must be just and ethical.

We are responsible to the communities in which we live and work and to the world community as well. We must help people be healthier by supporting better access and care in more places around the world. We must be good citizens - support good works and charities, better health and education, and bear our fair share of taxes. We must maintain in good order the property we are privileged to use, protecting the environment and natural resources.

Our final responsibility is to our stockholders. Business must make a sound profit. We must experiment with new ideas. Research must be carried on, innovative programs developed, investments made for the future and mistakes paid for. New equipment must be purchased, new facilities provided and new products launched. Reserves must be created to provide for adverse times. When we operate according to these principles, the stockholders should realize a fair return.

A message from our Lead Director

Dear fellow shareholders,

It has been my pleasure to serve as Lead Director of this historic and impactful company since 2012. As I prepare to transition out of the role, there are several notable accomplishments over the last decade but the one that stands out is the 2023 separation of Kenvue Inc. into an independent, publicly traded company. Johnson & Johnson has emerged as a two-segment company with a new brand identity focused exclusively on healthcare and uniquely positioned to lead the next wave of innovation.

Since my service began as Lead Director and during this period of significant change, the Board has maintained its enduring commitment to sound governance and incorporating shareholder feedback, which together have helped position the Company for long-term success.

Completion of the Kenvue separation

Since late 2021, the Board has devoted considerable time to overseeing the planning and execution of the Consumer Health separation. After approving moving forward with preparations for the planned separation, the Board created the Consumer Health Special Committee to review and evaluate terms of the transaction, provide guidance to management and advisors, and make recommendations to the Board.

In May 2023, the Board proudly supported the Company in executing one of the largest and most complex initial public offerings and subsequent separations in history with Kenvue Inc.'s listing on the NYSE. Together with the exchange offer in July, the transaction resulted in $13.2 billion in cash proceeds for the Company and an approximately 7% reduction in the Company's outstanding shares. This was a historic achievement for the Company and laid a firm foundation for the future as a two-segment company.

Enthusiasm for the next chapter

As the Company looked to the future with an exclusive focus on delivering medicines and medical technologies, the Board, alongside management, began executing on plans for continued long-term growth and success. The Board championed the Company's investment in data science and digital capabilities as foundational to its innovation goals. Over the last five years, the Company's investment in innovation and growth has amounted to more than $60 billion in research and development, $30 billion in mergers and acquisitions, and $2 billion in licensing deals.

Leadership transition

With this foundation firmly in place, I could not be more pleased to have Marillyn Hewson assume the role of Lead Director. During the last five years working with Marillyn on the Board, I have observed her strong leadership, thoughtfulness while engaging with shareholders, and commitment to the long-term success of the Company. These attributes will serve the Board, management and our shareholders well for years to come.

Your vote matters

We are extremely excited for Johnson & Johnson's future, and the Board is unwavering in its support of the Company's commitment to tackling the world's toughest health challenges.

In my letter last year, I highlighted the importance of listening to our stakeholders including reviewing our voting results each year. Your vote is important, and on behalf of the Board, I encourage you to review the voting recommendations in this Proxy Statement, and I welcome your perspectives throughout the year.

Sincerely,

Anne Mulcahy Lead Director

Living into Our Credo

Since 1943, Our Credo has served as Johnson & Johnson's moral compass and a durable expression of our values. True to its text, we have found that if we hold ourselves responsible to all with whom we interact - patients, doctors, nurses, employees and our communities - our business will make a sound profit for our shareholders. Johnson & Johnson is the world's largest, most diversified healthcare products company, and with that comes significant responsibility - we have the expertise and reach to advance progress on some of the most difficult global health challenges. We therefore strive each year to make meaningful contributions to each of the pillars memorialized in Our Credo, including the following:

Meeting the needs of patients, doctors and nurses

Delivering on our commitment to product access

~800,000

courses of SIRTURO, our multi-drug resistant tuberculosis treatment, delivered to patients since 2014.

Responsible to our patients

>2.4 billion

doses of Vermox delivered since 2006 treating up to

100 million

women of reproductive age and children annually for soil-transmitted helminths.

Empowering our employees

Providing opportunity for development and advancement

Develop

Promoted personal and career development by hosting our first dedicated Global Learning Day for all employees.

Supporting health and well-being

Support

Extended additional leave benefits for employees to support caregiving

(10 days), bereavement for immediate family members (30 days) and community volunteering (4 days).

Supporting those who use and deliver our products

>1 million

healthcare workers trained and reached in the last three years.

Connecting talent from within

Grow

In 2023, ~4,000 short-term assignments filled, enabling employees to upskill in new substantive areas, and ~1,700 mentor/mentee matches occurred.

Enriching the communities in which we live and work

Acted on environmental commitments

>65%

of Johnson & Johnson's global electricity needs come from renewable sources, including 100% for our sites in Europe.

Improved access and care

>$80 million

invested since 2020 in U.S. community-based programs addressing racial health inequities.

Promoted environmental innovation

11 countries

have hospitals partnering with Johnson & Johnson on our recycling program for single-use medical devices.

Delivering for our stockholders

25 Innovative Medicine products and MedTech platforms > $1 billion in annual sales

Innovative Medicine (13)1

MedTech (12)

A strong, consistent, sustainable business

>60%	61
5-year free cash	Consecutive years of
flow returned to	dividend increases
shareholders2, 5

>65%	2	>20
of sales come from	New Innovative	MedTech pipeline
#1 or #2 global market	Medicine product	programs with eNPV
share position	approvals in 2023	greater than $100M
Sales3 by geographic area	Net earnings3
Dollars in billions	Dollars in billions

Dollars

Earnings per share3

2021

25.4

22.7

23.8

9.92

8.47

8.93

2022

2023

2021

2022

2023

2021

2022

2023

U.S.

International

GAAP:

Non-GAAP4:

GAAP: EPS

Net Earnings

Adjusted Net EarningsNon-GAAP4: Adjusted EPS

Note: All data included is based on 2023 full year unless noted otherwise. Reference Non-GAAP reconciliation schedules in the Investors section at investor.jnj.com. Sales figures may not sum to total due to rounding.

1	SIMPONI includes SIMPONI and SIMPONI ARIA.
2	Includes impact of dividend payments and share repurchases. Representative of 2019-2023.
3	Results have been recast to reflect the continuing operations of Johnson & Johnson.
4	Non-GAAP measure; excludes intangible amortization expense and special items.
5	Non-GAAP measure; defined as cash flow from operations less capital expenditures.
Separation milestones & accomplishments

• • Executed one of the largest and most complex initial public offerings (IPO) and subsequent separations in history.

• • Separation completed within 21 months of announcement despite heightened market volatility.

• • Generated $13.2B in cash proceeds through Kenvue debt offering and IPO.

• • Reduced Johnson & Johnson outstanding share count by ~191MM (~7%) without the use of cash and in a tax-free manner.