Jennifer Taubert

About Jennifer Taubert

Executive Vice President, Worldwide Chairman, Innovative Medicine at Johnson & Johnson. 2024 total direct compensation was $11,017,308, comprising $1,192,308 base salary, $1,725,000 annual incentive, and $8,100,000 long-term incentives; her 2025 base salary rate increased to $1,224,000 . She had 19 years of credited service in J&J’s pension plans (normal retirement age 62) with a present value of $8,955,000 as of year-end 2024 . Company-wide 2024 performance exceeded operational sales, adjusted operational EPS, and free cash flow targets—driving a 128.8% financial payout factor and a 115.0% enterprise annual incentive payout—while the 2022–2024 PSU cycle paid 63.6% of target (EPS above target, relative TSR below threshold) . 2024 Say-on-Pay support was ~90% .

Past Roles

Organization	Role	Years	Strategic Impact
Johnson & Johnson	EVP, Worldwide Chairman, Innovative Medicine	Not disclosed	Delivered robust top-line growth above market and consensus; advanced portfolio launches and manufacturing investment; created value via licensing, acquisitions, partnerships

External Roles

Not disclosed in the latest proxy; skip.

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	1,008,462	1,130,000	1,192,308

Metric	2024
Annual Incentive Target ($)	1,500,000 (plan range: $0/$1,500,000/$3,000,000)
Enterprise Payout Factor (%)	115.0%
Actual Annual Incentive Paid ($)	1,725,000
2025 Base Salary Rate ($)	1,224,000

Performance Compensation

Long-Term Incentive Structure (NEOs)

Instrument	Mix	Performance/Vesting	Payout Basis
PSUs	60%	3-year; 0–200% vest	50% cumulative adjusted operational EPS, 50% 3-year relative TSR CAGR vs competitor composite; share price
Options	30%	1/3 per year; 10-year term	Share price appreciation
RSUs	10%	1/3 per year	Share price

2024 Grants (Based on 2023 Performance)

Award	Grant Date	Quantity	Terms	Grant Date Fair Value ($)
2024–2026 PSU	2/15/2024	Target 29,605; Max 59,210	3-year; performance as above	3,960,054
RSU	2/15/2024	4,782	Vests 1/3 annually	710,003
Stock Options	2/15/2024	76,981	Strike $157.92; 10-year term; vests 1/3 annually	2,129,987

Valuation Inputs (Feb 15, 2024)	Value
Closing Price	$157.92
PSU per-unit weighted fair value	$133.763
RSU per-unit fair value	$148.474
Option per-unit fair value	$27.669 (Black-Scholes; 7-year expected life, 17.85% vol)

PSU Payout – 2022–2024 Cycle (Enterprise)

Measure	Weight	Threshold	Target	Max	Actual	Payout
Cumulative Adj. Operational EPS	50%	$28.37	$31.52	$34.67	$32.38	127.3%
Relative TSR (CAGR)	50%	10 pts below composite	Equal	10 pts above	(11.1) pts	0.0%
Total PSU Payout						63.6%

Equity Ownership & Alignment

Ownership Metric	Value
Common Shares Owned (#)	178,013
Deferred Share Units (#)	0 (DSUs are for non-employee directors)
Common Shares Underlying Options or Stock Units (#)	533,228
Total Beneficially Owned (#)	711,241 (<1% of outstanding)
Stock Ownership Guideline	6× base salary for NEOs
Compliance with Guideline	Yes; threshold met
Pledging/Hedging/Short Selling	Prohibited by policy
Deferred Compensation Balance ($)	13,172,516 (with $1,886,154 executive contributions in 2024)
Perquisites (2024)	<$10,000; participates in executive life insurance program

Outstanding Equity at FY-end 2024

Category	Quantity	Notes
Options – Unexercisable (#)	76,981 (2024 grant)	Strike $157.92; expires 2/15/2034
RSUs – Unvested (#)	4,782 (2024 grant); 2,604 (2023 grant); 4,053 (2022 grant)	Market values disclosed; 1/3 annual vesting for RSUs since 2023
PSUs – Unearned (# est.)	19,938 (2024 grant); 19,425 (2023 grant); 15,477 (2022 grant)	Estimated based on current performance assumptions

In-the-money analysis vs $145.05 YE price: options with strikes $100.06, $101.87, $115.67, $129.51, $131.94 are in-the-money; strikes $151.41, $162.75, $164.62, $165.89, $157.92 are out-of-the-money at YE 2024 .

2024 Exercises and Vesting (Liquidity/Supply Signals)

Metric	Amount
Options Exercised (#)	59,397
Value Realized on Exercise ($)	3,908,661
Shares Vested (#; PSUs+RSUs)	31,243
Value Realized on Vesting ($)	4,914,233

Employment Terms

Topic	Disclosure
Employment Agreement	None for NEOs
Severance Plan	Two weeks of base salary per year of service; NEO minimum 52 weeks; no lump-sum; requires release agreement
Cash Severance (Illustrative)	$1,200,000 for involuntary termination without cause (52 weeks at $1.2M salary rate)
Healthcare Continuation	Present value $147,000 for involuntary termination without cause; other scenarios vary
Equity Treatment on Termination	Continued normal vesting for qualifying separation (age/service); PSUs paid at target for death/disability with “top-up” if >100%; forfeiture for cause; special RIF/divestiture provisions
Change-of-Control	No individual CIC agreements; awards accelerate only if not assumed/substituted; performance deemed target or actual (whichever greater) at CIC if not assumed
Clawback/Recoupment	SEC-compliant clawback for restatements; misconduct-based recoupment; company policies publicly posted
Non-Compete/Non-Solicit	LTI forfeiture/repayment if competition during employment or within 18 months of termination; repay PSUs/RSUs/Options from prior 12 months upon violation
Anti-Pledging/Hedging	Prohibited for directors & executive officers
Tax Gross-ups	No tax gross-ups (except standard relocation practices)

Performance Compensation Details (Enterprise Context)

Annual Incentive Financial Measures (2024)	Weight	Threshold	Target	Max	Result	Payout
Operational Sales ($mm)	—	84,170	88,600	93,030	89,385	117.7%
Adjusted Operational EPS ($)	—	10.12	10.65	11.18	10.91	148.8%
Free Cash Flow ($mm)	—	15,300	17,000	18,700	17,341	120.1%
Financial Payout Factor	70%					128.8%
Strategic Payout Factor	30%					94.0%
Enterprise Payout (Pre-Discretion)	—					118.4%
Discretionary Reduction	—					(3.4) pp → 115.0%

PSU Cycle Outcome	Payout
2022–2024 PSU Payout Factor	63.6% (EPS above target; relative TSR below threshold)

TSR (1-year, Enterprise)	2020	2021	2022	2023	2024
JNJ TSR (%)	9.3	12.8	8.0	(8.6)	(4.8)
Competitor Composite TSR (%)	7.7	15.2	2.4	10.0	15.1
One-year Relative TSR (pts)	1.6	(2.4)	5.6	(18.6)	(19.9)

Compensation Structure Analysis

Pay mix leans long-term equity (PSUs/options/RSUs), with awards capped at 200% and rigorous financial/strategic metrics; no guaranteed increases, no hedging/pledging, no option repricing .
Peer benchmarking uses a large-cap executive peer group; the committee does not target above median and retains discretion; say-on-pay support remains strong (~90%) .
2024 litigation special item ($5.1B talc charge) was excluded from incentive metrics after a joint review, consistent with non-GAAP policy and shareholder alignment logic .

Risk Indicators & Red Flags

Alignment safeguards: anti-pledging/hedging, stock ownership guidelines met, robust clawbacks .
Insider liquidity: significant 2024 realizations from option exercise ($3.9M) and vesting ($4.9M), which can add selling pressure near vest/exercise windows .
No individual CIC protections; severance constrained (weeks-based, minimum 52 weeks), and new policy requires shareholder approval for cash severance >2.99x salary+target bonus .

Equity Ownership & Alignment (Expanded)

Item	Detail
Ownership vs. Guidelines	Meets/exceeds 6x salary; after-tax shares from LTI cannot be sold until thresholds met
Vested vs. Unvested	Multiple RSU tranches vesting ratably; PSUs cliff at 3 years; several pre-2021 option grants deep in the money at YE 2024
In-the-Money Options	Strikes ≤ $131.94 in the money vs $145.05 YE price; newer grants out-of-the-money—reducing short-term exercise incentives
Deferred Comp	Material deferrals and balances (>$13M), indicating long-term alignment and tax-efficient planning

Employment Terms (Economics & Covenants)

Provision	Economic/Legal Terms
Severance Multiple	Weeks-based; NEO minimum 52 weeks; no lump sum; $1.2M cash severance illustrative for Taubert
CIC	Only accelerates if awards not assumed; performance deemed ≥ target/actual; no single-trigger equity acceleration otherwise
Non-Compete/Non-Solicit	Post-termination (up to 18 months) violations lead to forfeiture and repayment of equity/option gains
Clawback	Mandatory for restatements; discretionary for significant misconduct

Investment Implications

Alignment: Strong pay-for-performance design with high equity exposure (PSUs/options) and ownership guideline compliance; anti-pledging/hedging reduces misalignment risks .
Retention: Severance limited and no CIC guarantees reduce entrenchment; continued vesting for qualifying separation and multi-year LTI cycles enhance retention; 19 years of credited service signals institutional experience .
Trading Signals: 2024 option exercises and substantial vesting imply periodic supply; newer options largely out-of-the-money at YE may temper near-term exercise-driven selling, but ongoing RSU/PSU vesting remains a source of flows .
Performance Linkage: Enterprise financial overdelivery supported above-target cash payout; relative TSR headwinds depressed PSU outcomes—investors should watch estimate momentum and TSR versus the competitor composite peer group for future LTI realizations .
Governance/Shareholder Sentiment: ~90% Say-on-Pay support, no repricing, no CIC, capped incentives—structurally shareholder-friendly with room to improve TSR vs peers .