Eugene Woods
JOHNSON & JOHNSONAbout Eugene A. Woods
Eugene A. Woods, age 60, is an Independent Director of Johnson & Johnson since 2023 and currently serves on the Compensation & Benefits Committee; he is the Chief Executive Officer of Advocate Health and brings more than three decades of healthcare operating experience, including expansion via M&A and digital innovation . Effective at the April 2025 Board meeting, he will become Chair of the Compensation & Benefits Committee, succeeding Marillyn Hewson, which elevates his governance influence on executive and director pay .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advocate Health | Chief Executive Officer | Current | Leads one of the largest U.S. not-for-profit health systems; deep insight into customer/provider dynamics relevant to JNJ MedTech and Innovative Medicine . |
| CHRISTUS Health | President and Chief Operating Officer | Not disclosed | Large integrated health system leadership experience . |
| St. Joseph Health / Catholic Health Initiatives | Chief Executive Officer; Senior Vice President, Operations | Not disclosed | Multi-system operations and integration experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Best Buy Co., Inc. | Director | 2018–2024 | Public company board experience in retail/consumer technology; overlapped with JNJ Director Hubert Joly’s Best Buy tenure (Joly served at Best Buy 2012–2020) . |
| Federal Reserve Bank of Richmond | Chair | 2022 | Regional macro/financial oversight experience . |
| American Hospital Association | Chair, Board of Trustees | 2017 | National policy and industry leadership exposure . |
Board Governance
- Committee assignments: Member, Compensation & Benefits Committee; appointed Chair effective April 2025, indicating Board confidence in his pay governance leadership .
- Independence: The Board determined all non-employee directors, including Mr. Woods, were independent under NYSE rules and JNJ’s Standards of Independence for 2024 .
- Attendance and engagement: In 2024, the Board held 14 meetings; each director attended at least 75% of the Board and committee meetings during their service; all director nominees attended the 2024 Annual Meeting (virtual) .
- Committee cadence: Compensation & Benefits Committee met 8 times in 2024; uses independent consultant Semler Brossy and conducts joint sessions with Audit and Nominating & Corporate Governance as needed .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director cash retainer . |
| Committee chair fee | $0 | Not a chair in 2024; chair fees begin when he becomes C&B Chair in 2025 (C&B chair retainer is $25,000; Audit chair is $30,000) . |
| Lead Director fee | $0 | Not applicable . |
| All other compensation | $0 | No matched gifts recorded for Mr. Woods in 2024 . |
| Total cash earned | $125,000 | He elected to defer all of his 2024 cash retainer into DSUs under the Deferred Fee Plan . |
Performance Compensation (Director Equity and Structure)
| Grant/Plan | Detail | Terms |
|---|---|---|
| 2024 DSU award | $205,000 grant-date fair value; 1,385.697 DSUs granted on April 25, 2024 | DSUs are immediately vested, must be deferred until termination of Board service, earn dividend equivalents as a hypothetical investment in JNJ stock, and are settled in cash upon Board departure . |
| 2025 Director program (structure) | Cash retainer $125,000; DSU value $205,000; Committee chair retainers $25,000 (non-Audit) | Board kept 2025 director pay unchanged vs. 2024 adjustments; program positioned near peer-median . |
| Deferral election | Cash deferral to DSUs (2024) | Mr. Woods elected to defer 100% of his 2024 cash retainer into DSUs; balances accrue dividend equivalents and settle in cash upon departure . |
No option awards or PSU structures are used for non-employee directors; equity is delivered in DSUs under the director program .
Other Directorships & Interlocks
- Public company directorships: Best Buy Co., Inc. (2018–2024) .
- Network ties: Hubert Joly, JNJ Director, previously served as Best Buy CEO/Director (2012–2020), indicating a historical boardroom overlap at Best Buy; both now serve on JNJ’s Board, which can facilitate information flow but is not a prohibited interlock .
Expertise & Qualifications
- Healthcare operations: Oversaw hospitals, academic institutions, and community-based systems; expertise in geographic growth, digital innovation, and M&A in healthcare delivery .
- Patient-centric insight: Deep understanding of patient needs across rural and urban settings; aligns with JNJ focus on patient safety and quality .
- Compensation governance readiness: As incoming C&B Chair, operates within a committee framework that uses an independent consultant, applies recoupment policies, and calibrates non-GAAP adjustments with Audit oversight .
Equity Ownership
| As-of Date | Common Shares | Deferred Share Units | Options/Stock Units | Total Beneficial |
|---|---|---|---|---|
| Dec 29, 2024 | — | 2,804 | — | — |
| Feb 25, 2025 | 250 | 2,805 | 0 | 3,055 |
| Notes: DSUs as of 12/29/24 per Director Deferred Fee Account balances; beneficial ownership table as of 2/25/25 shows 250 common shares and 2,805 DSUs, totaling 3,055 shares; no options listed for directors . |
Ownership alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer; directors have five years to meet; Mr. Woods is in compliance with the policy and within the five-year attainment window (ownership threshold not yet met due to recent appointment) .
- Anti-pledging/hedging: JNJ prohibits directors from pledging, hedging, or short selling Company stock; supports alignment and risk control .
Related-Party Exposure and Independence
| Counterparty | Nature | 2024 Transactions | Independence Assessment |
|---|---|---|---|
| Advocate Health (Mr. Woods’ employer) | Ordinary course product sales by JNJ to Advocate; clinical trials with Advocate | Advocate paid JNJ ≈ $196,000,000 for product purchases; JNJ paid Advocate ≈ $420,364 for clinical trials; categorized <1% of counterparty revenues in independence screen . | Reviewed under JNJ Standards of Independence; below thresholds; Board determined all non-employee directors (incl. Woods) are independent for 2024 . |
- Policy and process: Related-party transactions above $120,000 require Nominating & Corporate Governance Committee approval/ratification, with materiality and arm’s-length standards; pre-approval safe harbors exist for ordinary-course transactions below stringent thresholds .
Section 16 Compliance and Insider Filings
| Item | Detail |
|---|---|
| Late filings (2024) | Mr. Woods’ Form 3 inadvertently omitted trust-held shares; a late Form 5 reported one trust transaction dated April 30, 2024; subsequently corrected; other late filings in 2024 involved different insiders . |
Say-on-Pay & Compensation Committee Practices (Context for incoming C&B Chair)
- 2024 Say-on-Pay approval: ~90% shareholder support, reflecting favorable investor views on pay-for-performance alignment and engagement .
- Non-GAAP adjustments oversight: C&B and Audit jointly review special items; in 2024, the $5.1B talc settlement charge was excluded from incentive metrics to avoid distorting incentives while acknowledging long-term equity alignment to stock performance .
- Best practices: Robust recoupment policies; capped incentives; no executive CIC agreements; independent consultant (Semler Brossy) advises C&B .
Governance Assessment
Positive signals:
- Incoming C&B Chair with deep healthcare operator perspective; committee uses independent advisor and integrates Audit oversight on adjustments; strong 2024 Say-on-Pay (~90%) underscores investor confidence in comp governance .
- Cash retainer fully deferred into DSUs in 2024, strengthening alignment with long-term shareholder outcomes; compliance with director ownership guidelines timeline .
- Independence affirmed despite employer (Advocate Health) being a major customer; transactions reviewed within policy, below material thresholds, and at arm’s-length .
Watch items / RED FLAGS (monitoring focus):
- Related-party optics: Significant ordinary-course sales to Advocate Health (~$196M) could draw scrutiny as Mr. Woods assumes C&B Chair; continue monitoring Board recusal practices and NCG oversight for conflicts in any matters involving Advocate Health .
- Section 16 timeliness: Late Form 5 for a trust transaction (administrative issue) was corrected; low-severity but worth ensuring robust personal controls as he steps into a committee chair role .
Overall, Woods brings frontline health system expertise valuable for strategy, risk, and human capital oversight, with increasing governance influence via the C&B chairmanship; policies and practices in place mitigate conflict risks and align incentives with shareholder interests .