Mark McClellan

About Mark B. McClellan

Mark B. McClellan, M.D., Ph.D., age 61, has served as an independent director of Johnson & Johnson since 2013. He is Director of the Duke-Robert J. Margolis, MD, Center for Health Policy and the Margolis Professor of Business, Medicine and Policy at Duke University, and serves on the faculty of the Dell Medical School at The University of Texas. His core credentials include serving as Commissioner of the U.S. Food and Drug Administration and Administrator for the U.S. Centers for Medicare & Medicaid Services, bringing deep public health policy and regulatory expertise to the board. He currently serves on the Regulatory Compliance & Sustainability and Science & Technology Committees.

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Regulatory Compliance & Sustainability (RCS) and Science & Technology (S&T). Both committees are fully independent. 2024 meetings: RCS (4), S&T (5).
• Board/committee meeting cadence: 2024 meetings held—Board (14), Audit (13), Compensation & Benefits (8), Nominating & Corporate Governance (4), RCS (4), S&T (5), Finance (0).
• Independence: The Board determined all non‑employee directors, including Dr. McClellan, were independent under NYSE standards and JNJ’s Standards of Independence for 2024.
• Attendance: Each director attended at least 75% of the meetings of the Board and the committees on which they served in 2024; all director nominees attended the 2024 Annual Meeting.
• Executive sessions: Independent directors met in executive session at every regular Board meeting; RCS and S&T also held executive sessions and private sessions with compliance leaders.

Committee Membership Snapshot (2024)

Fixed Compensation

• Structure (2025, unchanged from 2024): Annual cash retainer $125,000; Lead Director retainer $50,000; Audit Chair retainer $30,000; Other Committee Chair retainer $25,000.
• 2024 actual (per-person): Dr. McClellan—Cash fees $125,000; All other compensation (charitable match) $4,000; Total cash/other $129,000.

Notes: “All Other Compensation” reflects charitable matching contributions (2:1 match up to $20,000/year).

Performance Compensation

• Equity vehicle: Deferred Share Units (DSUs) granted annually; immediate vesting but mandatory deferral until termination of Board service; accrue dividend equivalents; settled in cash at termination. No performance conditions disclosed.
• Benchmarking: Director pay is reviewed annually against the executive compensation peer group; Semler Brossy serves as the independent compensation consultant. 2024 increased to align with peer median; no change for 2025.

Other Directorships & Interlocks

Board policy and determination: JNJ’s Standards of Independence are as strict or stricter than NYSE standards; Board reviewed such relationships and determined no impairment to independence. Directors are expected to recuse in any Board-level deliberation involving their affiliated organizations.

Expertise & Qualifications

• Extensive experience in public health policy and regulation, including leadership of the FDA and CMS, providing oversight capabilities on regulatory compliance, product quality, pricing/reimbursement, and healthcare policy trends.
• Current academic and policy roles at Duke and UT support S&T and RCS committee mandates on R&D strategy, medical safety, compliance, cybersecurity, and ESG oversight.

Equity Ownership

Policy prohibitions: Directors are prohibited from pledging, hedging, or short selling company stock.

Governance Assessment

• Strengths

  • Deep regulatory and health policy expertise aligns with RCS and S&T oversight areas; committees fully independent; robust committee cadence (RCS 4; S&T 5 in 2024).
  • Independence affirmed despite affiliations with Duke, UT, and Research! America; transactions were routine, on competitive terms, and below materiality thresholds; recusal expectations in place.
  • Ownership alignment: Meets 5x retainer guideline with 18,302 DSUs; policy prohibits pledging/hedging, reducing alignment risk.
  • Engagement: At least 75% attendance and attendance at the 2024 Annual Meeting; independent director executive sessions held at every regular Board meeting.

• Pay structure and signals

  • Director pay mix is equity‑weighted (~61% DSUs in 2024), enhancing alignment; program at/near peer median, reviewed by independent consultant (Semler Brossy).
  • No options, bonuses, or performance conditions in director equity; DSUs vest immediately and are deferred until service end—simple, low‑risk structure without leverage or repricing risk.

• Potential conflicts and RED FLAGS

  • Related‑party exposure via academic/non-profit affiliations is low (each <1% or <$1m) and not deemed to impair independence—monitor ongoing volumes and any board‑level deliberations requiring recusal.
  • Overboarding risk appears limited given policy caps (other directors ≤5 boards; CEOs ≤2); ensure continued compliance with external public boards (Cigna, Alignment Healthcare).
  • No evidence in proxy of hedging/pledging, option repricing, or say‑on‑pay concerns tied to director compensation. Prohibitions and absence of options mitigate risks.

• Attendance/engagement watchouts

  • Proxy discloses only the ≥75% minimum standard met across directors; absence of individual 100% disclosure warrants monitoring but is common practice.