Joseph Wolk
About Joseph Wolk
Executive Vice President and Chief Financial Officer of Johnson & Johnson; joined J&J in 1998 and became CFO in 2018. Education and credentials: B.S. in Finance (St. Joseph’s University), J.D. (Temple University School of Law), Certified Public Accountant; external leadership includes Prudential Financial Board of Directors, Stanford Medicine Board of Fellows, CNBC Global CFO Council, and WSJ CFO Network . 2024 enterprise performance: exceeded operational sales, adjusted operational EPS, and free cash flow goals; annual incentive financial payout factor 128.8%, strategic payout 94.0%, and enterprise payout factor 115.0% . Long-term PSUs (2022–2024) paid at 63.6% due to relative TSR below threshold; one‑year relative TSR underperformed peers by 19.9 points in 2024; cumulative TSR value of a $100 investment reached $113.91 (2020–2024) . J&J reported ~$20B free cash flow and 62 consecutive years of dividend increases in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson | Executive Vice President & Chief Financial Officer | 2018–present | Leads global Finance & Global Services (~9,000 colleagues); capital allocation, risk management, long-term financial strategy |
| Johnson & Johnson | Vice President, Investor Relations | Pre-2018 (not disclosed) | Built investor relationships; IR team recognized by Institutional Investor |
| Johnson & Johnson | Vice President of Finance, Innovative Medicine | Not disclosed | Drove segment financial performance and portfolio choices |
| Johnson & Johnson | Vice President of Finance, MedTech Global Supply Chain | Not disclosed | Led supply chain finance; operational efficiency initiatives |
| Johnson & Johnson | CFO, North America Innovative Medicine Group | Not disclosed | Pricing strategy, compliance, segment CFO leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prudential Financial, Inc. | Board of Directors | Current (not disclosed) | Oversight of financial strategy and governance |
| Stanford Medicine | Board of Fellows | Current (not disclosed) | Academic/healthcare advisory engagement |
| CNBC Global CFO Council | Member | Current (not disclosed) | Macro policy and finance leadership forum |
| WSJ CFO Network | Member | Current (not disclosed) | Peer benchmarking and governance dialogue |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $1,008,462 | $1,147,962 | $1,212,308 | 2025 base salary rate increased to $1,244,400 |
| Target Annual Incentive ($) | — | — | $1,525,000 (target range table) | Payout determined vs enterprise factors |
| Actual Annual Incentive Paid ($) | $1,177,800 | $1,928,800 | $1,773,640 | Includes CLC dividend equivalents; annual incentive portion $1,754,000 |
| Perquisites & Other Personal Benefits ($) | $75,971 | $98,072 | $36,303 | Detail includes plan contributions and insurance |
| Change in Pension Value ($) | $0 | $2,514,000 | $1,124,000 | See pension table below |
| Pension Present Value (Total, $) | — | — | $11,061,000 | 26 years credited service; normal retirement age 62 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Operational Sales ($mm) | Financial 70% | $88,600 | $89,385 | 117.7% (financial sub-factor) | Annual |
| Adjusted Operational EPS ($) | Financial 70% | $10.65 | $10.91 | 148.8% (financial sub-factor) | Annual |
| Free Cash Flow ($mm) | Financial 70% | $17,000 | $17,341 | 120.1% (financial sub-factor) | Annual |
| Enterprise Strategic Goals | Strategic 30% | Committee-set | Mixed; cybersecurity, R&D milestones achieved; supply chain mixed | 94.0% | Annual |
| Enterprise Payout Factor | — | — | — | 115.0% (after -3.4% discretion) | Annual |
| 2022–2024 PSUs – EPS (3‑yr cumulative adjusted operational EPS) | 50% | $31.52 | $32.38 | 127.3% (component) | 3-year cliff |
| 2022–2024 PSUs – Relative TSR (CAGR vs composite) | 50% | Equal to composite | (11.1) points vs composite | 0.0% (component) | 3-year cliff |
| 2022–2024 PSU Total | — | — | — | 63.6% of target | 3-year cliff |
Long-term incentive design for NEOs (including CFO): PSUs 0–200% vest after 3 years; metrics 50% three‑year cumulative adjusted operational EPS and 50% three‑year relative TSR; options 10‑year term, 1/3 vest per year; RSUs 1/3 vest per year; no dividend equivalents on PSUs/options/RSUs .
Equity Ownership & Alignment
| Item | Value/Policy | Detail |
|---|---|---|
| Shares Owned (Common) | 84,948 | As of Feb 25, 2025; total beneficially owned 538,559 incl. 453,611 underlying options/units |
| Ownership as % of Outstanding | <1% (for each individual) | All individual executives own <1% |
| Unvested RSUs (select grants) | 4,014 (2022), 3,558 (2023), 5,913 (2024); market value $857,681 (2024 grant) | RSUs vest ratably one‑third per year since 2023 grants |
| Unearned PSUs (select grants) | 26,547 (2023), 24,657 (2024) est. unearned units | Assumes TSR 0% and EPS vesting at disclosed assumptions |
| Options Outstanding (select grants) | 95,197 (2/15/2024 grant, unexercisable); multiple prior grants | Exercise price $157.92; 10‑year term; 1/3 vest per year |
| 2024 Vested Stock Awards | 31,301 shares vested; value $4,923,634; options exercised: 0 | Indicates limited 2024 selling from exercises |
| Stock Ownership Guidelines | 6× base salary for NEOs | Compliance: Mr. Wolk “Yes” and ownership threshold met |
| Pledging/Hedging | Prohibited for execs/directors | Anti‑pledging/hedging/short selling policy |
| Insider Trading Controls | Pre‑clearance, blackout periods | Policy applies to directors, executive officers & insiders |
Beneficial ownership table also includes underlying exercisable/unexercisable options and stock units across grants for each NEO .
Employment Terms
| Topic | Provision | Source |
|---|---|---|
| Employment Agreement | None for NEOs (no individual contracts) | “No employment agreements with named executive officers” |
| Severance Plan (U.S.) | 2 weeks salary per year of service; minimum 52 weeks for NEOs; maximum 104 weeks; paid via payroll | Requires release agreement; non‑compete compliance may be required |
| Executive Officer Cash Severance Policy (2025) | Cash severance >2.99× (salary + target bonus) requires shareholder approval | Adopted to limit excessive severance |
| Change‑of‑Control | No individual CIC arrangements; awards vest only if not assumed/substituted; performance deemed ≥ target or actual; if assumed, normal vesting continues | Applies to 2022 LTIP awards |
| Non‑Compete / Non‑Solicit | LTI awards subject to forfeiture; violation during employment or within 18 months of termination triggers forfeit/repayment of awards vested/exercised within prior 12 months | Strong post‑termination protections |
| Clawbacks | Recoupment policies for restatements or significant misconduct; SEC 3‑year mandatory clawback adopted | Comprehensive recovery framework |
| Insider Trading Policy | Pre‑clearance & blackout periods; prohibits trading on MNPI | Exhibit referenced in 10‑K |
Potential payments upon termination (as of year‑end 2024): for Mr. Wolk, cash severance $1,220,000; healthcare coverage PV $185,000–$224,000 depending on scenario; equity incentives value $11,606,321; totals range $11,703,321–$13,017,321 depending on cause/death/disability .
Compensation Detail (2024 Grants and Outstanding Awards)
| Grant Type | Grant Date | Units/Options | Exercise Price | Fair Value ($) | Notes |
|---|---|---|---|---|---|
| PSUs (2024–2026) | 2/15/2024 | Target 73,220; Max 146,440 | — | $4,897,063 | Metrics: 50% EPS, 50% relative TSR; no dividends |
| RSUs | 2/15/2024 | 5,913 | — | $877,927 | 1/3 vest per year |
| Options | 2/15/2024 | 95,197 | $157.92 | $2,634,006 | 10‑year term; 1/3 vest per year; Black‑Scholes FV inputs disclosed |
2024 Options/Stock Vested and Exercises: Mr. Wolk exercised 0 options; stock awards vested 31,301 shares with $4,923,634 value .
Pay Mix and Total Direct Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Direct Compensation ($) | $8,823,082 | $13,914,853 | $12,617,568 |
| TDC (Committee measure) – Salary | $— | $— | $1,212,308 |
| TDC (Committee measure) – Annual Incentive | $— | $— | $1,754,000 |
| TDC (Committee measure) – LTI (planned for 2025 based on 2024 perf.) | $— | $— | $8,235,000 |
| TDC (Committee measure) – Total | $— | $— | $11,201,308 |
Note: Committee “Total Direct Compensation” reflects salary, annual incentive for completed year, and LTI approved in Feb 2025 for 2024 performance (differs from SEC Summary Compensation Table) .
Deferred Compensation
| Item | 2024 Amount ($) |
|---|---|
| Executive Contributions (EIDP/DCP) | $460,000 |
| Registrant Contributions (Excess Savings Plan) | $39,029 |
| Aggregate Earnings | $123,786 |
| Aggregate Balance at FYE | $1,437,558 |
| Balances by Plan (DCP/EIDP; Excess; CLCs) | $907,356; $318,602; $211,600 |
Governance, Related Parties, and Risk Indicators
- Say‑on‑Pay support ~90% in 2024; enterprise payout framework and non‑GAAP adjustments reviewed jointly by Compensation & Benefits and Audit Committees .
- Late Section 16 report: a late Form 4 was filed on Oct 21, 2024 by J.J. Wolk for a May 22, 2024 transaction (subsequently reported in a late Form 5) .
- Related person transactions: Mr. Wolk’s sister employed at J&J Services, Inc., total 2024 compensation $221,516; approved per policy; Mr. Wolk shares no household and has no material interest .
- Anti‑pledging/hedging/short selling policy for directors/executives ; stock ownership guidelines require NEOs to hold 6× base salary; Mr. Wolk in compliance and threshold met .
Compensation Peer Group (for PSU Relative TSR)
| Innovative Medicine Peers | MedTech Peers |
|---|---|
| AbbVie, Amgen, AstraZeneca, Bristol‑Myers Squibb, Eli Lilly, GSK, Merck, Novartis, Pfizer, Roche, Sanofi | Alcon, Bausch & Lomb, Boston Scientific, Cooper, Intuitive Surgical, Medtronic, Smith & Nephew, Stryker, Zimmer Biomet |
TSR weighting reflects J&J sales mix (2024: 63.8% Innovative Medicine; 36.2% MedTech); one‑year relative TSR −19.9 points vs composite peers in 2024 .
Investment Implications
- Strong alignment: ownership guideline compliance (6× salary), prohibition on pledging/hedging, comprehensive clawback/recoupment policies; majority of pay is at‑risk and equity‑based with 3‑year PSU metrics tied to EPS and relative TSR .
- Retention and selling pressure: sizable unvested RSUs/options/PSUs and continued vesting schedules suggest ongoing retention hooks; 2024 showed no option exercises and ~$4.9M stock vesting value, limiting immediate selling pressure; upcoming annual vesting and 3‑year PSU cycles should be monitored for supply effects .
- Performance sensitivity: Enterprise outperformance drove 115% bonus payout, but TSR underperformance capped PSU outcomes (63.6%); compensation structure remains levered to multi‑year EPS and relative TSR, creating potential upside/downside in future PSU realizations .
- Severance economics: baseline severance equals 52 weeks of salary ($1.22M for CFO), with shareholder approval required for any cash severance above 2.99× salary+target bonus—constrains adverse parachute outcomes and reduces pay‑inflation risk .
- Governance and disclosure: minor late Form 4 filing noted; related‑party transaction for a family member disclosed and approved; no employment agreement or CIC arrangements—favoring shareholder‑friendly posture .
Best AI for Equity Research
Performance on expert-authored financial analysis tasks