JOHNSON & JOHNSON (JNJ)
Sector: Health Care
2026 Annual Meeting Analysis
JOHNSON & JOHNSON · Meeting: April 23, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Director Nominees
Independent director with strong scientific and healthcare credentials; no overboarding, full attendance, and JNJ's 3-year TSR of +74.6% outperforms the peer median by +48.0pp, well below the 50pp trigger threshold for strong positive TSR companies.
Independent director and Nobel Prize-winning biochemist with deep scientific expertise; no overboarding, full attendance, and stock performance does not trigger any policy concern.
Chairman and CEO serving as management director; JNJ's strong 3-year TSR outperforms the peer median by +48.0pp, below the 50pp trigger threshold, so no TSR-based concern arises, and the Say on Pay evaluation is handled separately.
Independent Lead Director with extensive executive leadership experience at a large global company; the board has approved an age-policy exception given her critical role, no overboarding issues exist, and JNJ's TSR outperformance does not trigger any concern.
Independent director with strong medical research and public health policy credentials; joined in 2023 (within 36 months but less than 24 months exempt window — tenure now exceeds 24 months, but TSR trigger does not fire given strong outperformance), no attendance or overboarding issues.
Independent Audit Committee Chair with extensive operational, financial, and digital transformation expertise; holds seats at JNJ and S&P Global (2 boards), well within policy limits, and JNJ's TSR outperformance is positive.
Independent director with unique regulatory and health policy expertise including former FDA Commissioner role; no overboarding, full attendance, and no TSR trigger concern.
Independent director who joined in 2025, well within the 24-month exemption from the TSR trigger; holds three public board seats (JNJ, General Mills, UPS, Whirlpool — four total), which triggers a review: the filing lists four public boards, but JNJ's own overboarding policy allows up to five for non-CEO directors, and he is not a sitting CEO, so no policy violation applies.
Independent director who joined in 2025, well within the 24-month new-director exemption from the TSR trigger; brings deep financial, capital markets, and international expertise from his role at JPMorganChase.
Independent director with deep accounting and governance expertise as former Ernst & Young Global CEO; holds four public board seats (JNJ, JPMorganChase, MetLife, Saudi Aramco), which is within policy limits for non-CEO directors, and no TSR concern applies.
Independent director with healthcare, regulatory, and cybersecurity expertise from a distinguished military career; no overboarding, full attendance, and JNJ's strong TSR outperformance means no trigger fires.
Independent Compensation Committee Chair with over three decades of healthcare executive experience; joined in 2023, TSR trigger does not apply given strong company outperformance, and no overboarding or attendance issues exist.
All 12 nominees pass the policy screens: JNJ's 3-year TSR of +74.6% outperforms the peer median by +48.0pp, which is below the 50pp trigger threshold applicable to strong-positive-TSR companies, so no director faces a TSR-based Against vote. No director is overboarded under our policy (non-CEO directors may hold up to 4 public boards; no sitting CEO holds more than 1 outside board seat). All directors attended at least 75% of meetings. Two new directors (Morikis and Pinto) joined in 2025 and are exempt from the TSR trigger. The recommendation is FOR all 12 nominees.
Say on Pay
✓ FORCEO
J. Duato
Total Comp
$32,758,111
Prior Support
92%%
The prior year Say on Pay vote received approximately 92% shareholder support, well above the 70% threshold that would require visible remediation. CEO total compensation of approximately $32.8 million (as reported in the Summary Compensation Table) is notable for a company of JNJ's scale, but the company's pay mix is strongly performance-oriented — over 90% of the CEO's target pay is at risk, with 60% of long-term incentives tied to multi-year earnings-per-share and relative total shareholder return goals, which are clear and measurable metrics. JNJ's 3-year stock return of +74.6% substantially outperforms the peer median, meaning above-benchmark incentive pay is supported by demonstrably superior shareholder outcomes, satisfying the pay-for-performance alignment check. The company also maintains a robust compensation clawback policy and strong governance practices including no change-in-control arrangements and no repricing of stock options without shareholder approval.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big Four firm fully appropriate for a company of JNJ's size and complexity. The proxy references auditor tenure disclosure on page 117 but the specific tenure figure and fee table were not included in the extracted text provided; per policy, when tenure cannot be confirmed, the tenure trigger does not fire and we default to FOR. No material restatements attributable to audit failure are disclosed in the filing.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal — Independent Board Chair
The proposal asks the company to require that the board chair and CEO roles always be held by different people. While separating these roles can be a valid governance improvement in some circumstances, JNJ already has a robust independent Lead Director structure — the Lead Independent Director has clearly defined authority over board agendas, executive sessions, CEO performance reviews, and direct shareholder engagement, which meaningfully addresses the oversight concern that independent chair proposals are typically designed to solve. The company's stock has substantially outperformed its peers over three years under the current leadership structure, and no governance failures are evident that would make a structural mandate necessary. Given these mitigating factors and the absence of a demonstrated governance gap, a mandatory independent chair requirement is not warranted here.
Overall Assessment
The 2026 JNJ annual meeting ballot is straightforward: all 12 director nominees pass policy screens given the company's exceptional 3-year TSR outperformance of its peer group, Say on Pay earns a FOR given strong 92% prior-year support, a performance-oriented pay structure, and demonstrable pay-for-performance alignment, and the sole stockholder proposal requesting a mandatory independent board chair does not clear the bar given JNJ's strong existing Lead Independent Director structure and sustained outperformance. The auditor ratification defaults to FOR as PricewaterhouseCoopers is an appropriate Big Four auditor, though specific fee and tenure data were not fully extractable from the provided filing text.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing