Form 4: J&J Director Eugene Woods Acquires Deferred Share Units

Johnson & Johnson Director Eugene A. Woods acquired 185.533 Deferred Share Units as part of his compensation plan.

Summary

• Eugene A. Woods, a Director at Johnson & Johnson (JNJ), acquired 185.533 Deferred Share Units (DSUs).
• This acquisition occurred on December 9, 2025, as part of the company's Amended and Restated Deferred Fee Plan for Directors.
• The DSUs represent a deferral of a cash retainer and are to be settled in cash upon the termination of Mr. Woods' directorship.
• Each DSU's value is tied to the fair market value of one share of JNJ Common Stock on the business day prior to settlement.
• The reported value per DSU in the transaction was $202.12.
• Following this transaction, Mr. Woods beneficially owns a total of 5,058.0682 DSUs, which includes accrued dividend equivalent rights.

Sentiment

Score: 6

Explanation: This is a routine compensation filing for a director, indicating standard corporate governance practices. It's mildly positive as it aligns director interests with shareholders, but not significantly impactful on its own.

Positives

• The acquisition of Deferred Share Units by a director aligns their interests with those of shareholders, as the value of the units is tied to the company's stock performance.
• Participation in the Deferred Fee Plan for Directors indicates a structured approach to executive compensation and retention.

Future Outlook

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

Industry Context

This is a routine insider transaction filing (Form 4) detailing a director's compensation in the form of Deferred Share Units. Such compensation structures are common across large, publicly traded companies in the pharmaceutical and consumer health industry, aiming to align director incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) as a component of director compensation is a standard practice among S&P 500 companies, including peers in the healthcare sector like Pfizer, Merck, and Abbott Laboratories.
• These plans typically tie a portion of director compensation to company stock performance, fostering alignment with shareholder interests.
• The specific number of units and their value are commensurate with director compensation levels at large-cap companies.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Share Units by a director from the company constitutes a related party transaction, as it involves compensation provided by the issuer to a member of its board of directors under a pre-existing plan.

Stakeholder Impact

• Shareholders: The acquisition of DSUs by a director aligns their interests with shareholders, as the value of the units is tied to the company's stock performance, potentially encouraging long-term value creation.
• Directors: This transaction represents a component of the director's compensation, providing a deferred, equity-linked benefit.

Next Steps

• DSUs are to be settled in cash upon the termination of the Reporting Person's directorship.

Key Dates

Keywords

Johnson & Johnson, JNJ, Eugene A. Woods, Director, Deferred Share Units, DSU, SEC Form 4, Insider Transaction, Executive Compensation, Corporate Governance