John Morikis
JOHNSON & JOHNSONAbout John Morikis
John Morikis is the retired Executive Chairman, President and Chief Executive Officer of The Sherwin-Williams Company and was elected as an independent director to Johnson & Johnson’s Board on September 8, 2025; he will serve on the Audit Committee and Compensation & Benefits Committee. He holds bachelor’s degrees in Business Administration and Psychology from Saint Joseph’s College and a master’s degree in Business from National Louis University . JNJ’s Board determined he meets NYSE independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Executive Chairman, President & CEO | 2016–2024 | Led strategic transformation, global expansion, supply chain optimization; technology investments to enhance customer experience |
| The Sherwin-Williams Company | President & COO | 2006–2016 | Advanced through senior leadership roles; operations leadership |
| The Sherwin-Williams Company | Division President; Group President | Pre-2006 | Leadership across Paint Stores Group and broader divisions |
| The Sherwin-Williams Company | Management Trainee, Paint Stores Group | Began 1984 | Early-career operational grounding |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| United Parcel Service, Inc. (UPS) | Director | Current | Large global logistics; potential strategic supply chain insight |
| General Mills, Inc. | Director | Current | Consumer packaged goods |
| Whirlpool Corporation | Director | Current | Durable consumer goods |
| University Hospitals Health System, Inc. | Chairman of the Board | Current | Non-profit health system leadership |
Board Governance
- Independence and committee assignments: JNJ determined Morikis is independent; assigned to Audit and Compensation & Benefits Committees .
- Board structure: All Committees (except Finance) are fully independent; charters authorize use of external advisors; annual performance evaluations and charter reviews .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting; Audit, Compensation & Benefits, Nominating & Corporate Governance, Regulatory Compliance & Sustainability, and Science & Technology Committees also hold executive sessions; certain Committees hold private sessions with key compliance leaders (e.g., CFO, Chief Legal Officer) without CEO present .
- Meeting cadence: In 2024, the Board held 14 meetings; every Director met at least 75% attendance for the Board and relevant Committees (contextual benchmark; Morikis joined in 2025) .
- Governance policies: Majority voting standard for director elections; annual election of all directors; proxy access (3%/3 years, up to 20% of Board); mandatory retirement age 72 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $125,000 | Standard program for 2025 |
| Lead Director cash retainer | $50,000 | Additional cash retainer |
| Audit Committee Chair cash retainer | $30,000 | Committee chair premium |
| Other Committee Chair cash retainer | $25,000 | Chair premium (non-Audit) |
| Director program applicability to Morikis | “Will receive compensation as described in the Director Compensation section of the 2025 Proxy Statement” | Assignment to Audit and Compensation & Benefits implies potential committee member fees (no chair premium unless designated) |
Performance Compensation
| Equity Instrument | Grant Value | Vesting and Mechanics | Performance Metrics |
|---|---|---|---|
| Deferred Share Units (DSUs) | $205,000 (2025 program) | DSUs are immediately vested but deferred until termination; accrue dividend equivalents; settled in cash | None disclosed for directors; DSUs are not tied to performance goals |
| DSU award mechanics (2024 example) | 1,385.697 DSUs granted on April 25, 2024 for $205,000 | Illustrative prior-year mechanics; explains grant calculation basis | Not performance-based |
Director compensation mix (program-level): approximately 38% cash ($125k) and 62% equity (DSUs $205k) .
Other Directorships & Interlocks
| External Board | Relationship to JNJ | Potential Interlock/Conflict Commentary |
|---|---|---|
| UPS | JNJ may utilize global logistics providers; no related-party transactions disclosed in Morikis’ appointment 8‑K | Operational exposure possible via common industry relationships; no RPT disclosed |
| General Mills | No disclosed transactional relationship in 8‑K | Consumer/CPG exposure; no RPT disclosed |
| Whirlpool | No disclosed transactional relationship in 8‑K | Durable goods exposure; no RPT disclosed |
Expertise & Qualifications
- Large-scale operations and supply chain leadership; global market experience; technology-led innovation in complex businesses .
- Fit for Audit and Compensation oversight via CEO/COO experience and governance responsibilities at multinational public companies .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Total beneficial ownership (initial) | 598.51 shares (direct) | SEC Form 3 |
| Derivatives/indirect holdings | None disclosed on Form 3 | SEC Form 3 |
| Shares pledged as collateral | Not disclosed; Company prohibits directors transacting in derivatives linked to JNJ securities | Proxy policy |
| Director stock ownership guidelines | 5x annual cash retainer; five years to meet threshold; DSUs count toward compliance | Proxy policy |
Insider filings summary:
| Date | Form | Shares | Notes |
|---|---|---|---|
| 2025-09-15 | Form 3 | 598.51 (direct) | Initial statement; event dated 2025‑09‑08; signed by attorney‑in‑fact |
Governance Assessment
- Independence and committee alignment: Clear independence determination; immediate placement on Audit and Compensation & Benefits enhances board effectiveness by adding seasoned operator perspective to financial oversight and pay governance .
- Ownership alignment: Initial direct holding is modest for a new director; DSU program and 5x cash retainer guideline (5-year window) support alignment; derivatives are prohibited for directors .
- Engagement environment: Board and Committees maintain robust executive sessions and private compliance leader meetings; 14 Board meetings in 2024 and rigorous evaluations point to strong processes (context for expected engagement) .
- Conflicts/related-party exposure: No related-party transactions disclosed in Morikis’ appointment 8‑K; multiple external boards (UPS, General Mills, Whirlpool) present potential informational interlocks but no direct conflicts disclosed; monitor for overboarding risk if additional roles/committee chairs accumulate .
- Director pay structure: Balanced cash/DSU mix (~38%/62%) consistent with peer practices; no performance metrics for director equity (not performance-based), reducing risk of misaligned incentives but relying on ownership guidelines for alignment .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/derivatives, attendance issues, or compensation anomalies specific to Morikis at appointment .