Darius Adamczyk

About Darius Adamczyk

Independent director at Johnson & Johnson since 2022; age 59. Currently Audit Committee Chair and member of the Compensation & Benefits Committee. Background includes roles as Executive Chairman and Chairman/CEO of Honeywell and Advisory Chairman for Private Asset Investments at Goldman Sachs; core credentials emphasize enterprise leadership, software/commercial acumen, and delivering financial results across diverse business models . The Board affirmed his independence under NYSE and J&J Standards of Independence; all non‑employee directors are independent .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Compensation & Benefits Committee member .
• 2024 meeting cadence: Audit (13, including 4 pre‑earnings virtual sessions and private sessions with CFO/legal/audit leaders) ; Compensation & Benefits (8, with joint meetings) ; Board held 14 meetings .
• Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; all nominees attended the 2024 Annual Meeting .
• Independence and structure: All committees other than Finance comprised solely of independent directors; independent directors meet in executive session at each Board and Committee meeting .
• Lead Director governance: Robust responsibilities including agenda approval, executive sessions, CEO evaluation, and crisis oversight; independent director leadership affirmed .

Fixed Compensation

Performance Compensation

Notes:

• Directors may elect to defer cash retainers into DSUs; DSUs earn dividend equivalents and are settled in cash at termination; no performance conditions on director equity; no dividend equivalents paid on unvested long‑term incentives (policy reference) .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior leadership in global organizations; commercial and technical software expertise; track record of delivering financial results across varied business models; strategic leadership in organic/inorganic growth .
• Board’s skills matrix includes executive leadership, financial, digital, international strategy, healthcare industry, and science/technology across the slate; Adamczyk’s background aligns to executive leadership/financial/digital .

Equity Ownership

• Ownership threshold and guidelines: Directors must hold ≥5x annual cash retainer; Adamczyk is in compliance with guidelines but has not yet met the threshold (within the five‑year window for recent appointees) .
• Ownership as % of outstanding shares: Each listed individual, including Adamczyk, owns less than 1% of shares outstanding .
• Anti‑pledging/hedging: J&J prohibits directors from pledging, hedging, or short‑selling company stock .

Governance Assessment

• Board effectiveness: As Audit Chair, Adamczyk oversees financial reporting, internal controls, auditor engagement, and quarterly pre‑earnings reviews; the Audit Committee held 13 meetings in 2024, including private sessions with financial and compliance leaders, strengthening risk oversight and disclosure quality . As a member of Compensation & Benefits, he co‑signed the committee report; annual incentives paid at 115% and PSUs paid at 63.6% for 2022–2024, reflecting disciplined pay‑for‑performance; non‑GAAP treatment of special items (e.g., $5.1B talc charge) reviewed jointly with Audit Committee .
• Independence/attendance: Independent status affirmed; committees comprised solely of independent directors; attendance at least 75% with strong executive‑session cadence (every regular Board meeting) .
• Compensation alignment: Director pay mix balanced between fixed cash (retainer + chair fees) and equity via DSUs (mandatory deferral), with 2025 program at peer‑median and no changes approved; DSUs create alignment via share price/dividend equivalents while avoiding performance engineering on director pay .
• Potential conflicts and mitigants:
  • RED FLAG (potential): Employment at Goldman Sachs while J&J paid advisory fees to Goldman Sachs (aggregate magnitude <1%). Mitigants: transactions below independence thresholds, reviewed under Related Persons policy; Board independence standards stricter than NYSE; directors expected to recuse from discussions on related transactions .
• Shareholder confidence signals: Robust independent director leadership and committee structure; comprehensive recoupment and anti‑hedging policies; majority voting, proxy access, and active engagement; 90% Say‑on‑Pay support in 2024 .

Appendix: Committee Assignments and 2024 Meetings

Director Compensation (2024 Summary – Adamczyk)

DSUs granted April 25, 2024 equal to 1,385.697 units; immediately vested and mandatorily deferred until termination; earn dividend equivalents; settled in cash; directors may also elect to defer cash retainers into DSUs .

Policies and Controls Relevant to Directors

• Related Person Transactions: Nominating & Corporate Governance Committee approval for transactions >$120,000; specific pre‑approved categories detailed; anonymous reporting permitted; directors must report potential conflicts .
• Overboarding: CEOs ≤2 public boards; other directors ≤5 public boards .
• Executive sessions and private compliance sessions: held at every regular Board meeting; committees met privately with compliance leaders without CEO present .
• Recoupment: comprehensive compensation recoupment policies; anti‑pledging/hedging policy enforced .

Section 16 Compliance

• Based on 2024 filings, certain late reports were noted for other insiders; no delinquency noted for Adamczyk in the proxy’s disclosure .