Form 4: Johnson & Johnson Director Acquires Deferred Share Units

Director Marillyn A. Hewson acquired deferred share units (DSUs) of Johnson & Johnson related to director fees.

Summary

• On March 5, 2024, Marillyn A. Hewson, a director of Johnson & Johnson, acquired 234.6683 Deferred Share Units (DSUs) as part of the company's Amended and Restated Deferred Fee Plan for Directors.
• The DSUs were acquired for the deferral of cash retainer fees.
• Each DSU represents the fair market value of one share of Johnson & Johnson common stock on the business day prior to the settlement date.
• The price of the stock at the time of acquisition was $159.8.
• Following the transaction, Hewson beneficially owns 8,787.7444 DSUs.
• These DSUs will be settled in cash upon the termination of Hewson's directorship.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a stable and expected practice. The sentiment is neutral to slightly positive as it shows continued director investment in the company.

Positives

• The acquisition of DSUs reflects the director's continued investment in the company's future.
• The Deferred Fee Plan for Directors allows for the deferral of cash retainer fees into DSUs, aligning director compensation with shareholder value.

Future Outlook

The DSUs will be settled in cash upon the termination of the Reporting Person's directorship. Each DSU represents the fair market value of one share of Common Stock on the business day prior to settlement date.

Industry Context

Directors often receive stock-based compensation to align their interests with those of shareholders. Deferred Share Units are a common form of equity compensation, particularly for board members.

Comparison to Industry Standards

• Deferred compensation plans for directors are common among large publicly traded companies.
• Companies like Pfizer (PFE) and Merck (MRK) also utilize deferred compensation plans for their directors, often involving stock-based awards or units.
• The specific terms of these plans, such as vesting schedules and settlement methods, can vary significantly between companies.

Stakeholder Impact

• The transaction has a minimal direct impact on stakeholders, as it is a standard part of director compensation.
• The alignment of director interests with shareholders through equity compensation can indirectly benefit stakeholders.

Key Dates