Form 4: Johnson & Johnson Director Acquires Deferred Share Units

Eugene A. Woods, a director at Johnson & Johnson, acquired deferred share units (DSUs) as part of the company's Amended and Restated Deferred Fee Plan for Directors.

Summary

• On June 4, 2024, Eugene A. Woods, a director of Johnson & Johnson, acquired 211.3629 Deferred Share Units (DSUs) at a price of $147.85 per unit.
• The acquisition is part of the Issuer's Amended and Restated Deferred Fee Plan for Directors, where cash retainers are deferred into DSUs.
• These DSUs will be settled in cash upon the termination of Woods' directorship.
• Each DSU represents the fair market value of one share of Johnson & Johnson Common Stock on the business day prior to the settlement date.
• Following the transaction, Woods beneficially owns 2,368.4462 DSUs, which includes dividend equivalent rights accrued on the held DSUs.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a stable and ongoing relationship between the director and the company. The sentiment is neutral to slightly positive as it shows alignment of interests.

Positives

• The acquisition of DSUs reflects Woods' continued investment and alignment with Johnson & Johnson's long-term performance.
• The deferred fee plan allows directors to accumulate value tied to the company's stock performance.

Future Outlook

The DSUs will be settled in cash upon the termination of Woods' directorship, reflecting the value of Johnson & Johnson's common stock at that time.

Industry Context

Deferred compensation plans are common among publicly traded companies to align the interests of directors with those of shareholders. These plans often involve the issuance of stock or stock-based units that vest over time or upon certain events, such as retirement or termination of service.

Comparison to Industry Standards

• Many large corporations, such as Pfizer (PFE) and Merck (MRK), utilize deferred compensation plans for their directors.
• These plans often involve granting stock options, restricted stock units (RSUs), or deferred share units (DSUs) that vest over a period of years.
• The specific terms of these plans, such as the vesting schedule and settlement method, can vary widely depending on the company's compensation philosophy and governance practices.

Stakeholder Impact

• The transaction has a minimal direct impact on shareholders, employees, customers, suppliers, or creditors.
• It primarily affects the director's compensation and alignment with the company's long-term performance.

Key Dates