Form 4: J&J Director Acquires Deferred Share Units

Johnson & Johnson Director Marillyn A. Hewson acquired 280.788 Deferred Share Units as part of her compensation plan.

Summary

• Marillyn A. Hewson, a Director at Johnson & Johnson (JNJ), acquired 280.788 Deferred Share Units (DSUs).
• The acquisition occurred on September 9, 2025, as part of the deferral of a cash retainer under the company's Amended and Restated Deferred Fee Plan for Directors.
• Each DSU represents the fair market value of one share of Common Stock and is valued at $178.07 for this transaction.
• DSUs are settled in cash upon the termination of Ms. Hewson's directorship.
• Following this transaction, Ms. Hewson beneficially owns 13,816.8727 DSUs.
• The total DSU holdings include dividend equivalent rights accrued from the company's quarterly dividends.

Sentiment

Score: 5

Explanation: The filing reports a routine compensation transaction for a director, which is neutral in terms of immediate positive or negative sentiment for the company's operational or financial performance.

Positives

• The acquisition of Deferred Share Units aligns the director's interests with long-term shareholder value, as the value of DSUs is tied to the company's common stock performance.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary transaction.

Negatives

• No specific negative aspects are identified in this routine compensation filing.

Risks

• No specific risks are mentioned in this Form 4 filing.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of DSU settlement upon termination of directorship.

Industry Context

This transaction represents a standard form of non-executive director compensation in large, publicly traded companies, where equity-linked instruments are used to align director incentives with long-term company performance. Such compensation structures are common across the pharmaceutical and consumer health industries.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) for director compensation is a common practice among S&P 500 companies, including peers like Pfizer (PFE) and Merck (MRK), to defer income and align long-term interests.
• The structure, where DSUs are settled in cash upon termination of service and reflect the fair market value of common stock, is a standard approach for such plans.
• The inclusion of dividend equivalent rights is also a typical feature of DSU plans, ensuring directors receive the economic benefit of dividends without direct share ownership until settlement.

Corporate Governance

Related Party Transactions

• Acquisition of Deferred Share Units by Marillyn A. Hewson, a Director of Johnson & Johnson, as part of her compensation.

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term interests with shareholder value through equity-linked compensation.
• Directors: Reflects the standard compensation structure for non-executive directors, providing deferred income tied to company performance.

Next Steps

• DSUs will be settled in cash upon the termination of Marillyn A. Hewson's directorship.

Key Dates

Keywords

Johnson & Johnson, JNJ, SEC Form 4, Deferred Share Units, Director Compensation, Insider Transaction, Marillyn A. Hewson, Equity Compensation, Rule 10b5-1