Hubert Joly
JOHNSON & JOHNSONAbout Hubert Joly
Hubert Joly (age 65) is an independent director of Johnson & Johnson, serving since 2019, and sits on the Audit Committee and the Nominating & Corporate Governance Committee. He is a Senior Lecturer of Business Administration at Harvard Business School and the former Executive Chairman and Chairman/President/CEO of Best Buy. The proxy highlights his extensive strategic, operational, and financial expertise, with a track record leading digital transformations and business turnarounds, and experience in human capital management. His board tenure at J&J is 5 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | Executive Chairman; Chairman, President & CEO; President & CEO | Not disclosed in proxy | Led digital transformation focused on customer experience; expertise in business transformation and human capital management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ralph Lauren Corporation | Director | Since 2009 | Public company directorship; current board service |
| Best Buy Co., Inc. | Director | 2012–2020 | Prior public company directorship |
| Harvard Business School | Senior Lecturer of Business Administration | Current | Academic role; J&J reports routine, de minimis transactions with HBS (charitable contributions; grants; rentals; training; etc.) under independence thresholds |
| Sciences Po Foundation | Director | Current | Non-profit affiliation |
| New York Public Library | Trustee | Current | Non-profit affiliation |
| HEC Paris | International Advisory Board | Current | Academic advisory role |
Board Governance
- Status: Independent director; all non‑employee directors are independent under NYSE and J&J standards.
- Committees: Audit; Nominating & Corporate Governance (NCG).
- 2024 Board and committee meeting cadence:
- Board met 14 times; each director attended at least 75% of their Board and committee meetings; all nominees attended the 2024 Annual Meeting.
- Audit Committee held 13 meetings; NCG held 4 meetings in 2024.
- Committee mandates (select highlights):
- Audit: Oversees financial reporting, internal controls, auditor, tax/treasury, and financial risk; meets privately with CFO, auditors, and internal audit.
- NCG: Oversees governance policies, board/committee evaluations, conflicts, board/CEO succession, and director nominations/education.
- Anti-pledging/hedging/short-selling policy for directors and executives; comprehensive recoupment policy and robust independent board leadership structure.
Fixed Compensation
| Component | FY2025 Structure | FY2024 (Joly actual) |
|---|---|---|
| Annual cash retainer | $125,000 | $125,000 (Fees earned or paid in cash) |
| Committee chair retainers | Audit Chair $30,000; Other Chairs $25,000 (not applicable to Joly) | N/A |
| Lead Director retainer | $50,000 (not applicable to Joly) | N/A |
| Equity (Deferred Share Units, DSUs) | $205,000 grant value | $205,000 grant-date fair value; 1,385.697 DSUs granted on 4/25/2024 |
| All other compensation | N/A | $40,000 (charitable matching contributions; program matches 2:1 up to $20,000/year) |
Notes:
- 2025 program unchanged from 2024, at peer-median pay levels; no changes approved on 9/10/2024 for 2025.
- DSUs are immediately vested, must be deferred until board service ends, accrue dividend equivalents, and settle in cash at termination.
Performance Compensation
- J&J does not provide performance-based incentives to non‑employee directors; equity is delivered as DSUs (retainer-equity), not PSUs/options with performance conditions. DSUs are immediately vested but deferred until termination; dividend equivalents accrue during deferral. No stock options are granted to directors.
Other Directorships & Interlocks
| Company/Entity | Nature of Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Ralph Lauren Corporation | Current public company director (since 2009) | No related-party transactions with J&J disclosed; independence affirmed. |
| Best Buy Co., Inc. | Prior public company director (2012–2020) | Historical role; no current J&J related-party issues disclosed. |
| Harvard Business School | Employee (Senior Lecturer) | J&J reports contributions, grants, rentals, training, memberships, etc. to HBS; all <1% of organization revenues, below independence thresholds. |
Expertise & Qualifications
- Extensive strategic, operational, and financial expertise relevant to international corporations.
- Led digital transformation focusing on customer experience; experience in business transformation and human capital management.
- Global leadership profile; complements J&J’s audit and governance oversight needs.
Equity Ownership
| Item | Amount |
|---|---|
| Common shares held directly/indirectly | 5,000 |
| Deferred Share Units (DSUs) in Deferred Fee Account (12/29/2024) | 6,621 |
| Total beneficially owned (shares + DSUs) | 11,621 |
| Ownership as % of outstanding | Each listed individual holds <1% (includes Joly) |
| Director ownership guideline | 5x annual cash retainer; Joly “Yes” compliant, threshold met |
| Pledging/hedging | Prohibited for directors and executive officers |
Insider trades (Form 4)
- April 25, 2024: DSU grant of 1,385.697 units to each non-employee director (grant-date fair value $205,000); reported in proxy and reflected in Form 4 filed April 29, 2024.
- April 28, 2025: Additional Form 4 filing reported for Joly (issuer: Johnson & Johnson).
Governance Assessment
- Board effectiveness and engagement:
- Active committee participation (Audit; NCG) with substantial committee workloads (Audit 13 meetings; NCG 4 meetings in 2024), and overall Board met 14 times; all directors met at least 75% attendance and attended the Annual Meeting. These indicate regular, substantive oversight.
- Independence and conflicts:
- Independent under NYSE/J&J standards; independence affirmed despite routine J&J–HBS interactions, which were below quantitative thresholds (each under 1% or <$1m where specified) and reviewed under the related-person policy. No direct personal benefits disclosed.
- Ownership alignment:
- Meets 5x retainer ownership guideline with 5,000 shares plus 6,621 DSUs; anti-pledging/hedging policy further strengthens alignment.
- Compensation structure signals:
- Director pay is balanced between cash and equity (mandatory DSUs), unchanged for 2025 after 2024 update; DSUs defer settlement until service ends, promoting long-term alignment without performance gaming.
- Risk indicators and red flags:
- No Section 16(a) filing delinquencies disclosed for Joly; late filings noted for others. No loans, related-party payments or pledging by Joly disclosed. Policies and recoupment in place; 2024 Say-on-Pay support ~90% indicates a supportive shareholder governance environment.
Overall implication: Joly brings seasoned CEO-level operating and transformation expertise with solid engagement on Audit and Governance committees, clear independence despite modest, vetted HBS interactions, and strong ownership alignment. The structure and disclosures present no evident governance red flags and support investor confidence in board oversight quality.