Kathryn Wengel

About Kathryn Wengel

Executive Vice President, Chief Technical Operations & Risk Officer at Johnson & Johnson; member of the Executive Committee since July 2018 and at J&J since 1988. Leads Engineering & Property Services, cross‑sector Supply Chain standards/services, Sustainability, and risk functions including Quality & Compliance, Health Care Compliance, Global Security, Global Brand Protection, and Enterprise Risk Management; prior roles include EVP & Chief Global Supply Chain Officer and J&J’s first Chief Quality Officer. BSE in Civil Engineering & Operations Research from Princeton; recognized by CSCMP with its lifetime Distinguished Service Award and inducted into the Supply Chain Hall of Fame; J&J’s supply chain has maintained a top five Gartner ranking under her leadership . Enterprise compensation metrics tying pay to performance include 2024 annual incentive payout at 115.0% of target and 2022‑2024 PSU payout at 63.6% of target, reflecting adjusted operational EPS strength and relative TSR underperformance versus the composite peer group .

Past Roles

Organization	Role	Years	Strategic Impact
Johnson & Johnson	EVP, Chief Technical Operations & Risk Officer; Executive Committee Member	Jul 2018–present	Strengthens core technical operations and enterprise risk capabilities across Quality & Compliance, healthcare compliance, security, and supply chain standards/services .
Johnson & Johnson	EVP & Chief Global Supply Chain Officer	Mar 2014–Jul 2018	Drove global supply chain excellence; J&J supply chain sustained top‑five Gartner ranking as an ecosystem integrator .
Johnson & Johnson	Chief Quality Officer (first CQO)	Apr 2010–Mar 2014	Established independent quality leadership and systems across sectors .

External Roles

Organization	Role	Years	Strategic Impact
Labcorp (NYSE: LH)	Director; Quality & Compliance Committee; Compensation & Human Capital Committee	Mar 25, 2021–present	Board oversight of quality/compliance and human capital; cross‑industry network and information flow .
National Association of Manufacturers	Chair of the Board (current)	Not disclosed	Policy advocacy and manufacturing ecosystem leadership .
GS1 Global	Board Member; prior Board Chair	Not disclosed	Global supply chain standards governance .
World Economic Forum	Agenda Contributor	Not disclosed	Global supply/risk thought leadership .

Fixed Compensation

Component	Form	Vesting / Period	How Amount Is Determined	Purpose
Base Salary	Cash	Ongoing	Competitive data, scope, experience, time in role, internal equity, performance .	Recognize job responsibilities .
Annual Incentive	Cash	1 year	Target as % of salary; payout based on enterprise financial/strategic performance and individual contributions (0–200%) .	Motivate near‑term priorities aligned with long‑term plan .
Long‑Term Incentives	Equity	3‑year performance; options 10‑year term	Target as % of salary; grants/payouts based on long‑term goals, relative TSR, share price .	Align to long‑term value creation and TSR; retain executives .

Performance Compensation

Metric	Weight	Threshold	Target	Maximum	Actual	Payout	Vesting
Operational Sales ($mm)	70% slice of enterprise financial	$84,170	$88,600	$93,030	$89,385	117.7%	Annual cash (1‑year) .
Adjusted Operational EPS	70% slice of enterprise financial	$10.12	$10.65	$11.18	$10.91	148.8%	Annual cash (1‑year) .
Free Cash Flow ($mm)	70% slice of enterprise financial	$15,300	$17,000	$18,700	$17,341	120.1%	Annual cash (1‑year) .
Enterprise Strategic Goals	30%	N/A	N/A	200% cap	Qualitative/quantitative assessment	94.0%	Annual cash (1‑year) .
Enterprise Annual Incentive Payout Factor	—	—	—	—	—	118.4%; discretionary reduction to 115.0%	Annual cash (1‑year) .
PSU: 3‑yr Cumulative Adjusted Operational EPS	50%	$28.37	$31.52	$34.67	$32.38	127.3% (weighted 63.6%)	100% vest at 3rd anniversary; no dividend equivalents .
PSU: 3‑yr Relative TSR (CAGR vs composite peer group)	50%	10 pts below composite	Equal to composite	10 pts above composite	−11.1 pts vs composite	0.0% (weighted 0.0%)	100% vest at 3rd anniversary; capped at 100% if TSR negative .

Long‑term incentive mix for NEOs: PSUs 60%, options 30%, RSUs 10%; PSUs split 50% cumulative adjusted operational EPS and 50% relative TSR; options/RSUs vest one‑third per year; no dividend equivalents on PSUs/options/RSUs .

Equity Ownership & Alignment

Topic	Details
Anti‑pledging / hedging	Policy prohibits directors and executive officers from pledging, hedging, short selling, or transacting in derivatives linked to J&J stock .
Stock ownership guidelines (NEOs)	CEO: 12x base salary; other named executive officers: 6x; compliance monitored annually; executives cannot sell after‑tax LTI shares until thresholds met .
Vesting schedules	Options/RSUs vest 1/3 per year; PSUs vest 100% at year 3; PSU payout determined after performance certification .
Change‑of‑control treatment	No CIC agreements; awards vest only if not assumed/substituted; performance deemed at greater of target or actual as of CIC date; if assumed, awards continue vesting .
Clawback	Board‑authorized recoupment for restatements or significant misconduct; SEC‑mandated clawback for incentive‑based comp within 3‑year lookback after restatement .
Non‑compete / non‑solicit	LTI awards subject to forfeiture and repayment if a senior employee violates non‑competition or non‑solicitation provisions; defined post‑termination windows apply .

Beneficial ownership disclosures:

Wengel’s initial Section 16 Form 3 (as EVP, Chief GSC Officer) disclosed 34,290.0363 common shares directly, plus 17 shares via 401(k) and 281 via ESOP; options and RSUs outstanding across multiple grant years and strikes were listed (e.g., options exercisable from 2013–2028; RSUs with three‑year vest) as of July 11, 2018 .
Amended Form 3 filed Dec 16, 2019 updated direct common stock to 42,357.0363 and listed 6,722 performance share units awarded in 2016, noting vesting on certification of performance (historic disclosure) .

Employment Terms

Term	Provision
Employment agreements	J&J reports no employment agreements for named executive officers; executive officers follow policy suite and plan terms .
Executive Officer Cash Severance Policy	Adopted policy requires shareholder approval for cash severance/termination payments to Section 16 officers in excess of 2.99x base salary + target bonus .
Severance Plan (U.S.)	Applies to full‑time U.S. employees; two weeks’ base salary per year of service; minimum 52 weeks for NEOs; maximum 104 weeks (requires 52 years of service); paid on normal payroll cycle .
Long‑term incentive treatment upon termination	Detailed vesting/forfeiture rules by separation type (qualifying separations, non‑qualifying, death, disability; proration for specified divestiture/RIF) .
Change‑of‑control	No CIC agreements; awards vest only if not assumed/substituted; otherwise remain outstanding .

Related Party Transactions

Year	Counterparty	Amount	Notes
2022	Nelson Mullins Riley & Scarborough LLP	~$8 million	Wengel’s brother‑in‑law became a partner in Feb 2022; he did not bill services; Wengel had no involvement in retention/payments; approved under related‑person policy .
2023	Nelson Mullins Riley & Scarborough LLP	~$16 million	Same conditions; no services billed by relative; Wengel no involvement; approved by committee .
2024	Nelson Mullins Riley & Scarborough LLP	~$17.97 million	Same conditions; no services billed by relative; Wengel no involvement; approved by committee .

Performance & Track Record

Led global technical operations and enterprise risk; J&J supply chain maintained top‑five Gartner ranking; honored with CSCMP Lifetime Distinguished Service Award and Supply Chain Hall of Fame induction .
Executive sponsor for Women’s Leadership & Inclusion and WiSTEM²D initiatives; external leadership roles at NAM and GS1 enhance ecosystem connectivity and operational standards influence .

Compensation Structure Analysis

Shift toward performance‑based equity: PSUs constitute 60% of LTI with EPS and relative TSR drivers; options 30% and RSUs 10%, reinforcing long‑term alignment and share‑price sensitivity .
Annual incentives balanced: 70% financial (operational sales, adjusted operational EPS, free cash flow) and 30% strategic, with 200% caps; 2024 payout reduced to 115.0% via committee discretion, demonstrating governance discipline .
No CIC arrangements and robust clawbacks/anti‑pledging policies reduce misalignment risk and discourage hedging behaviors; non‑compete LTI forfeiture terms deter value‑destructive moves .

Equity Ownership & Alignment (Policies, Pledging, Guidelines)

Anti‑pledging/hedging policy for directors and executive officers (zero tolerance) .
NEO stock ownership guidelines (CEO 12x; others 6x), monitored annually; while guidelines are disclosed for named executive officers, the anti‑pledging/insider trading policies explicitly cover executive officers broadly .

Say‑on‑Pay & Peer Group

2024 Say‑on‑Pay support ~90%, reflecting shareholder endorsement of pay‑for‑performance design and engagement .
Composite competitor peer group spans Innovative Medicine (AbbVie, Amgen, AstraZeneca, BMS, Lilly, GSK, Merck, Novartis, Pfizer, Roche, Sanofi) and MedTech (Alcon, Bausch & Lomb, Boston Scientific, Cooper, Intuitive Surgical, Medtronic, Smith & Nephew, Stryker, Zimmer Biomet) used for TSR benchmarking and performance calibration .

Investment Implications

Alignment: Strong pay‑for‑performance architecture (EPS/TSR PSUs; financial/strategic AIP) with clawbacks, anti‑pledging, and no CIC agreements promotes long‑term value creation and disciplined risk management—positive for governance‑focused investors .
Retention: Severance plan minima (52 weeks for NEOs) and the new Executive Officer Cash Severance Policy cap (>2.99x requires shareholder approval) balance retention with shareholder protections; non‑compete LTI forfeiture reduces flight risks to competitors .
Execution risk: PSU TSR underperformance (0% on the TSR leg for 2022‑2024) highlights relative share performance risk even as adjusted operational EPS outperformed; continued delivery on pipeline, quality, and supply resilience remains key to PSU outcomes .
Related‑party oversight: Nelson Mullins relationship disclosed with controls (no involvement/no billing by relative) and committee approval—monitor but low direct financial conflict risk based on current disclosures .

Note: Recent Form 4 transaction data could not be fetched due to an access error; trading‑pattern assessments should be updated when Section 16 filings are available.