Jennifer Doudna
JOHNSON & JOHNSONAbout Jennifer A. Doudna
Jennifer A. Doudna, Ph.D., age 61, is an independent director of Johnson & Johnson since 2018 (tenure ~6 years), serving on the Nominating & Corporate Governance and Science & Technology Committees. A Nobel Prize recipient in Chemistry (2020) for co-discovering CRISPR-Cas9, she is a Professor at UC Berkeley and founder of the Innovative Genomics Institute, bringing deep science/technology and bioethics expertise to JNJ’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, Berkeley | Professor of Biochemistry & Molecular Biology; Principal Investigator, Doudna Lab | Current | Leads frontier research in genome editing; integrates scientific research and ethics |
| Innovative Genomics Institute | Founder | Current | Advances genomics applications and ethics in medicine |
| Laboratory for Genomics Research | Founder | Current | Facilitates translational genomics research |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Tempus AI, Inc. | Public company director | 2024 | AI-driven precision medicine; potential information interlock with fellow JNJ director Nadja West (also Tempus director) |
| Caribou Biosciences, Inc. | Advisory Board | N/A | CRISPR-based therapeutics; advisory capacity (non-board) |
| Intellia Therapeutics, Inc. | Advisory Board | N/A | CRISPR therapeutics; advisory capacity (non-board) |
| Pomona College | Trustee | N/A | Higher education governance |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Independent; all non-employee directors (including Doudna) were determined independent under NYSE and JNJ Standards of Independence for 2024 . |
| Committees | Member: Nominating & Corporate Governance; Science & Technology . |
| 2024 Committee Meetings | Nominating & Corporate Governance: 4; Science & Technology: 5 . |
| Board Meetings | Board met 14 times in 2024; each director attended at least 75% of the Board and applicable committee meetings; all nominees attended the 2024 Annual Meeting (virtual) . |
| Executive Sessions | Independent directors met in executive session at every regular Board meeting; relevant committees held private sessions with compliance leaders . |
| Lead Independent Director Structure | Strong Lead Director framework and duties (e.g., agendas, executive sessions, CEO evaluation, crisis management) support independent oversight . |
| Overboarding Policy | CEOs: ≤2 public boards; other directors: ≤5 public boards; Doudna’s current public boards are within limits . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Director Fee ($) | Equity (Deferred Share Units) – Grant Value ($) | DSUs Granted (#) | All Other Compensation ($) |
|---|---|---|---|---|---|---|
| 2025 Program | 125,000 | 25,000 other committees; 30,000 Audit Chair | 50,000 | 205,000 | N/A | N/A |
| 2024 Actual (Doudna) | 125,000 | 0 | 0 | 205,000 (DSUs at grant-date fair value) | 1,385.697 (granted Apr 25, 2024) | 20,000 (charitable matching contributions) |
| Notes: |
- DSUs are immediately vested, must be deferred until termination of Board service, earn dividend equivalents, and settle in cash upon termination .
- Directors may elect to defer cash fees into DSUs; program mechanics and balances are disclosed in the Deferred Fee Plan .
Performance Compensation
| Component | Performance Metric(s) | Terms | Payout Range |
|---|---|---|---|
| Non-Employee Director Equity (DSUs) | None (not performance-based) | Immediate vesting; deferred settlement in cash; dividend equivalents accrue | N/A |
| Options/PSUs | Not provided to non-employee directors | N/A | N/A |
| Directors do not receive performance-based awards; the equity component is DSUs without performance conditions . |
Other Directorships & Interlocks
| External Board | Role | Interlock/Overlap | Potential Conflict Considerations |
|---|---|---|---|
| Tempus AI, Inc. | Director | Nadja Y. West (JNJ director) also Tempus director | Information interlock potential; no disclosed related-party transactions from Tempus with JNJ in proxy . |
Expertise & Qualifications
- Pioneer in biochemistry and co-discoverer of CRISPR-Cas9 genome editing; Nobel Prize in Chemistry (2020) .
- Integrates scientific innovation and ethics; relevant to Science & Technology Committee oversight .
- Academic leadership and governance experience; strengthens board oversight of R&D, technology, and ethics .
Equity Ownership
| Holder | Common Shares (#) | Deferred Share Units (#) | Options/Units Underlying Shares (#) | Total Beneficially Owned (#) | Ownership vs Guidelines |
|---|---|---|---|---|---|
| Jennifer A. Doudna | 0 | 8,278 | 0 | 8,278 | Meets 5x cash retainer stock ownership guideline; compliance “Yes” |
| Additional Notes: |
- All directors are prohibited from pledging, hedging, or short selling JNJ stock .
- Each listed individual owns <1% of outstanding shares; aggregate directors and officers as a group <1% .
Governance Assessment
- Board effectiveness: Doudna’s science/technology and ethics expertise complements JNJ’s focus on Innovative Medicine and MedTech; active roles on S&T and NCG support pipeline, R&D, and governance/process oversight .
- Independence and conflicts: The Board determined Doudna independent; UC Berkeley transactions (sales, research-related payments, sponsorships, and charitable contributions) were below thresholds (each <1% of revenues and certain items <$1m), consistent with independence standards; related-person transactions are reviewed and approved under JNJ policy .
- Attendance and engagement: Met attendance standard (≥75%); participated in a board with frequent executive sessions and committee private sessions with compliance leaders, supporting strong oversight .
- Compensation alignment: Director pay mix is balanced (cash + DSUs); DSUs require deferral until termination and accrue based on common stock performance, aligning incentives with shareholders; Doudna is compliant with ownership guidelines .
- Policies reducing red flags: Anti-pledging/hedging policy; majority voting and annual elections; rigorous independence standards and related-person transaction review; strong Lead Director structure .
- Potential risk indicators and RED FLAGS:
- Shared external board (Tempus) with another JNJ director (information interlock). No disclosed JNJ–Tempus related-party transactions; oversight via NCG on conflicts mitigates risk .
- Advisory roles at CRISPR companies (Caribou, Intellia) could present perceived conflicts if JNJ engages with those entities; independence analysis and transaction thresholds/policies mitigate; no specific related-party transactions disclosed for these advisory roles in 2024 .
- No pledging/hedging; no late Section 16 for Doudna disclosed; overall, no material governance red flags identified in the proxy .