Form 4: J&J Executive Broadhurst Reports PSU Vesting
Insider Transaction Report
Johnson & Johnson EVP Vanessa Broadhurst reported the vesting of 8,594 Performance Share Units, reflecting achievement of performance conditions.
Summary
- Vanessa Broadhurst, Executive Vice President of Global Corporate Affairs at Johnson & Johnson (JNJ), reported a change in beneficial ownership.
- The filing details the acquisition of 8,594 Performance Share Units (PSUs).
- These PSUs were originally awarded on February 13, 2023, under the Issuer's Long-Term Incentive Plan.
- The number of PSUs reflects the target number adjusted for achievement relative to performance conditions, as certified on February 9, 2026.
- The PSUs convert into shares of Common Stock upon vesting.
- Following this reported transaction, Broadhurst beneficially owns 8,594 derivative securities (PSUs).
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive development, as it confirms the achievement of performance targets associated with executive compensation, suggesting underlying operational success.
Positives
- The vesting of 8,594 Performance Share Units indicates that performance conditions set forth in the award agreement were met.
- Successful achievement of performance targets aligns executive incentives with company performance.
Future Outlook
The Performance Share Units are expected to convert into shares of Johnson & Johnson Common Stock upon vesting, which is scheduled for February 13, 2026.
Industry Context
StockSavvy.ai notes that the vesting of Performance Share Units is a standard component of executive compensation packages across large-cap pharmaceutical and consumer health companies. This mechanism ties executive incentives directly to the achievement of pre-defined corporate performance metrics, a common practice designed to align management interests with long-term shareholder value creation.
Comparison to Industry Standards
- Executive compensation structures, particularly those involving performance-based equity awards like PSUs, are prevalent across the S&P 500.
- For instance, companies like Pfizer (PFE) and Merck (MRK) also utilize similar long-term incentive plans where a significant portion of executive compensation is tied to performance metrics such as revenue growth, EPS, or total shareholder return.
- The specific number of PSUs awarded to Vanessa Broadhurst is consistent with the scale of compensation for an EVP at a company of Johnson & Johnson's size and market capitalization, comparable to similar roles at peer companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Vanessa Broadhurst has granted a Power of Attorney to several individuals, including legal counsel from Skadden, Arps, Slate, Meagher & Flom LLP and internal Johnson & Johnson personnel, to execute and file Forms 3, 4, 5, and 144 on her behalf. | December 3, 2025 | Streamlines compliance with SEC reporting requirements for insider transactions. |
Stakeholder Impact
- Shareholders: The vesting of PSUs indicates that management has met performance targets, which generally aligns with shareholder interests and could be seen as a positive indicator of company performance.
- Management: Vanessa Broadhurst benefits from the vesting of her performance-based equity awards.
Next Steps
- The Performance Share Units are expected to convert into shares of Common Stock upon vesting.
Key Dates
| Date | Description |
|---|---|
| December 3, 2025 | Date of the Power of Attorney granted by Vanessa Broadhurst. |
| February 13, 2023 | Date Performance Share Units (PSUs) were originally awarded under the Long-Term Incentive Plan. |
| February 9, 2026 | Date performance conditions for the PSUs were certified, leading to the reported acquisition. |
| February 11, 2026 | Date the Form 4 was signed by the attorney-in-fact. |
| February 13, 2026 | Date the PSUs become exercisable/vest. |
Keywords
Johnson & Johnson, JNJ, Form 4, Insider Transaction, Executive Compensation, Performance Share Units, PSUs, Beneficial Ownership, Long-Term Incentive Plan
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