Form 4: J&J Director Marillyn Hewson Acquires DSUs

Johnson & Johnson Director Marillyn A. Hewson acquired 247.378 Deferred Share Units as part of a routine compensation plan.

Summary

• Marillyn A. Hewson, a Director at Johnson & Johnson (JNJ), acquired 247.378 Deferred Share Units (DSUs).
• The acquisition occurred on December 9, 2025, at a price of $202.12 per DSU.
• DSUs were acquired under the company's Amended and Restated Deferred Fee Plan for Directors, representing a deferral of cash retainer.
• These DSUs are to be settled in cash upon the termination of Hewson's directorship, with each DSU's value tied to the fair market value of one share of JNJ Common Stock.
• The total beneficial ownership of DSUs by Hewson following this transaction is 14,153.1187 units.
• The transaction also includes dividend equivalent rights accrued on DSUs.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary transaction.

Sentiment

Score: 6

Explanation: Slightly positive due to increased insider alignment through routine equity compensation, but otherwise neutral as it's a standard, non-discretionary transaction.

Positives

• The acquisition of Deferred Share Units by a director aligns their interests with shareholders, as the value of DSUs is tied to the company's stock performance.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary transaction.

Industry Context

This is a routine insider transaction related to director compensation, common across publicly traded companies. It reflects standard corporate governance practices for aligning director interests with long-term shareholder value through equity-based compensation.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) as a component of director compensation is a common practice among large-cap companies, including peers in the pharmaceutical and consumer health sectors like Pfizer, Merck, and Procter & Gamble, which often utilize similar equity-based or deferred compensation plans to retain and incentivize their board members.
• The structure, where DSUs are settled in cash upon termination of directorship and their value is tied to the common stock, aligns with best practices for non-executive director compensation, ensuring directors have a vested interest in the company's long-term performance without direct stock ownership during their tenure.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with long-term shareholder value due to equity-linked compensation.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of Deferred Share Units by a director as part of their compensation plan, executed under a Rule 10b5-1 plan. Such transactions are standard and generally do not indicate a significant change in the company's fundamentals or outlook. While it shows continued insider alignment, it is not a discretionary purchase that would signal strong conviction or a material event. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

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