Marillyn Hewson

About Marillyn A. Hewson

Marillyn A. Hewson (age 71) is an independent director of Johnson & Johnson since 2019 and serves as Lead Director. She is Chair of the Compensation & Benefits Committee, a member of the Audit Committee, and a member of the Finance Committee; effective at the April 2025 Board meeting she will step down as Chair of Compensation & Benefits and become Chair of Nominating & Corporate Governance, reflecting planned committee refreshment . A former Executive Chairman and Chairman/President/CEO of Lockheed Martin, her credentials span executive and operational leadership in global, regulated industries, including strategy, cybersecurity, finance, supply chain, government relations and human capital management .

Past Roles

External Roles

Board Governance

• Independence and roles: Independent Lead Director; all main Board committees (except Finance) comprise only independent directors .
• Committee assignments (2024) and planned refresh (effective April 2025): Chair, Compensation & Benefits; Member, Audit; Member, Finance; will become Chair, Nominating & Corporate Governance and step down as Chair of Compensation & Benefits in April 2025 .
• Meetings and attendance: Board held 14 meetings in 2024; each Director attended at least 75% of Board and committee meetings during periods served . Committee meetings in 2024: Audit 13; Compensation & Benefits 8; Nominating & Corporate Governance 4; Regulatory Compliance & Sustainability 4; Science & Technology 5; Finance 0 .
• Lead Director responsibilities: Approves Board information and agendas, presides over executive sessions, leads Chair/CEO and Board evaluations, oversees CEO succession, engages shareholders, and participates in crisis oversight .
• Shareholder oversight signals: Say-on-pay approval was 90% in 2024; Compensation Committee (chaired by Hewson) jointly with Audit reviewed non-GAAP exclusions (e.g., exclusion of a $5.1B talc settlement from annual incentive calculations) per established policies .

Fixed Compensation

• 2025 non-employee director program: Cash retainer $125,000; Lead Director retainer $50,000; Audit Chair retainer $30,000; other Committee Chair retainer $25,000; equity in Deferred Share Units (DSUs) valued at $205,000 .
• 2024 actual compensation (Hewson): Cash fees $184,289 (Lead Director/Committee Chair pro-rated; Hewson elected to defer all cash retainer into DSUs); Stock awards (DSUs) $205,000; All other compensation (charitable match) $20,000; Total $409,289 .
• DSU mechanics: 2024 DSU grant of 1,385.697 units on April 25, 2024; DSUs vest immediately but are mandatorily deferred until Board service ends, accrue dividend equivalents, and are settled in cash .
• Deferral elections: Hewson elected to defer 100% of her 2024 cash retainer into DSUs .

Performance Compensation

• Directors do not receive performance-based pay; equity is a fixed-value DSU retainer with immediate vesting and deferral until separation .
• As Compensation & Benefits Committee Chair, Hewson oversees executive performance metrics; 2024 outcomes included: Enterprise annual incentives at 115.0% of target; 2022–2024 PSUs paid at 63.6% of target; Committee (with Audit) annually reviews non-GAAP exclusions (e.g., excluded $5.1B talc settlement from annual incentive calculations per policy) .

Other Directorships & Interlocks

• Current public boards: Chevron Corporation (since 2021) .
• Prior public boards: Lockheed Martin Corporation (2012–2021) .
• Overboarding policy compliance: JNJ policy limits non-CEO directors to ≤5 public boards; Hewson serves on JNJ and Chevron—within limits .
• Related-party transactions: Company disclosed related-person transactions for certain directors/institutions; none listed involving Hewson .

Expertise & Qualifications

• Executive leadership in global, regulated industry; strategy, cybersecurity, finance, supply chain, leveraged services, manufacturing; government relations and human capital management .

Equity Ownership

• Beneficial ownership (as of Feb 25, 2025): 3,000 common shares; 11,380 DSUs; total 14,380 “beneficially owned” (each individual is <1% of shares outstanding) .
• Director stock ownership guidelines: 5x annual cash retainer; Hewson in compliance and threshold met .
• Hedging/pledging: Policy prohibits directors and executive officers from pledging, hedging, short selling, or transacting in derivatives of Company stock .
• Deferred compensation balance: 11,380 DSUs in Deferred Fee Account as of Dec 29, 2024 .

Insider Transactions (Form 4)

Governance Assessment

• Strengths

  • Independent Lead Director with clear authorities; robust independent committee structure; frequent executive sessions enhance oversight .
  • Active committee workload and refresh: stepping from Compensation & Benefits Chair to Nominating & Corporate Governance Chair in April 2025 improves role rotation and reduces concentration risk .
  • Strong shareholder support: 90% Say‑on‑Pay in 2024; structured engagement program responsive to investor feedback .
  • Alignment: Director ownership guideline met; cash retainer voluntarily deferred 100% into DSUs, increasing exposure to JNJ equity performance (albeit cash‑settled) .

• Watch items / potential red flags

  • Use of non‑GAAP adjustments in incentive determinations, including exclusion of a $5.1B talc settlement from annual incentive metrics, can draw investor scrutiny despite consistent policy application; oversight includes joint review with Audit .
  • Dual leadership roles (Lead Director and Compensation Chair) consolidated in 2024; transition off Compensation Chair role in April 2025 mitigates concentration concerns .
  • No related‑party transactions disclosed for Hewson; continue monitoring for external board interlocks—current Chevron role is in a non-overlapping industry with JNJ, lowering conflict risk .