Mark Weinberger
JOHNSON & JOHNSONAbout Mark A. Weinberger
Mark A. Weinberger, age 63, is an independent director of Johnson & Johnson since 2019, with five years of board tenure. He chairs the Regulatory Compliance & Sustainability Committee and is a member of the Audit Committee; he is designated as an Audit Committee financial expert, reflecting deep accounting and governance expertise from his prior role as Global Chairman & CEO of Ernst & Young and senior U.S. government posts (Assistant Secretary of the Treasury; SSA Advisory Board) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Chairman and Chief Executive Officer (retired) | Pre-2019 | Led global audit and advisory firm; expertise in accounting, compliance, governance |
| U.S. Treasury | Assistant Secretary (George W. Bush Administration) | Prior | Policy, finance, compliance experience |
| U.S. Social Security Administration | Advisory Board (Clinton Administration) | Prior | Public policy and oversight exposure |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| JPMorgan Chase & Co. | Director | 2024 | Large financial institution |
| MetLife Inc. | Director | 2019 | Insurance/financial services |
| Saudi Aramco | Director | 2019 | Energy; global governance exposure |
| Accelerate Acquisition Corp. | Director | 2021–2022 | SPAC board service |
| Tanium; Stone Canyon Industries Holdings; Teneo | Senior Advisor | — | Advisory roles |
| National Bureau of Economic Research; JUST Capital | Director | — | Non-profit governance |
Board Governance
- Committee assignments: Chair, Regulatory Compliance & Sustainability (RCS); Member, Audit; Audit Committee financial expert .
- Independence: All non-employee directors were determined independent, including Weinberger .
- Attendance and engagement: The Board held 14 meetings in 2024; each Director attended at least 75% of Board and Committee meetings. All Director nominees attended the 2024 Annual Meeting (virtual) . Audit Committee met 13 times; RCS Committee met 4 times in 2024 .
- Shareholder engagement: Lead Director and the Chairs of Compensation & Benefits and RCS personally led engagements with many of the largest shareholders in 2024, indicating active governance outreach; Weinberger, as RCS Chair, participated in these engagements .
- Overboarding policy: JNJ policy limits non-CEO directors to ≤5 public boards; Weinberger’s four current public boards (JNJ, JPM, MET, Aramco) are within policy .
Fixed Compensation
| Component | 2024 | 2025 Program |
|---|---|---|
| Annual cash retainer | $125,000 | $125,000 |
| Committee chair cash retainer | $25,000 (RCS Chair) | $25,000 (non-Audit chairs); Audit Chair $30,000 |
| Lead Director cash retainer | N/A | $50,000 (if applicable) |
| Fees earned (Weinberger actual) | $150,000 | N/A |
| All other compensation (matching gifts) | $0 | Program available up to $20,000 match |
Notes:
- Fees for committee chairs are prorated based on time served in the year; directors may elect fee deferrals into DSUs .
Performance Compensation
| Equity Award | Grant/Measurement | Details | Vesting/Settlement | Performance Linkage |
|---|---|---|---|---|
| Deferred Share Units (DSUs) – annual director grant | April 25, 2024 | Grant-date fair value $205,000; 1,385.697 DSUs granted to each non-employee director | DSUs are immediately vested but must be deferred until termination of Board membership; settled in cash; dividend equivalents accrue | Value tracks JNJ share price; no operational performance metrics |
| 2025 DSU program | 2025 | Value of DSUs $205,000 per director (program unchanged) | Same as above | Same as above |
Other Directorships & Interlocks
| Company | Relationship to JNJ | Transaction/Relationship Magnitude | Notes |
|---|---|---|---|
| Emory University (Weinberger is Trustee) | Sales; Charitable contributions; Grants/rebates/sponsorships | Each <1% of org revenue; charitable contributions <$1m | Transactions entered on competitive terms; reviewed under independence standards . |
| Policy & review process | Related person transactions Policy | NCG Committee reviews transactions >$120k; pre-approved categories detailed; all 2024 transactions approved under policy . |
JNJ’s independence analysis concluded none of the considered relationships impaired director independence; all transactions were ordinary course and below threshold (≤ the greater of $1m or 1% of the organization’s revenues) .
Expertise & Qualifications
- Accounting, compliance, and corporate governance expert; designated Audit Committee financial expert (CPA; former EY Global Chairman & CEO) .
- Public sector experience at senior levels; broad risk oversight relevant to healthcare compliance and sustainability .
- Track record of transformative change across public and private sectors; strong commitment to corporate purpose .
Equity Ownership
| Metric | As of Feb 25, 2025 |
|---|---|
| Common shares owned | 1,000 |
| Deferred Share Units (DSUs) | 9,351 |
| Total beneficial ownership | 10,351 (less than 1% of shares outstanding) |
| Ownership guideline (directors) | 5x annual cash retainer; Weinberger in compliance and threshold met |
| Pledging/hedging | Prohibited by policy for directors and executive officers |
Insider Trades (Form 4)
| Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Filing Link |
|---|---|---|---|---|---|---|
| 2024-12-12 | Open market purchase (P) | Common Stock | 1,000 | $147.22 | 1,000 (common) | https://www.sec.gov/Archives/edgar/data/200406/000020040624000106/0000200406-24-000106-index.htm |
| 2025-04-24 | Award (A) | Deferred Share Units | 1,316 | $0.00 | 10,737.364 (DSUs) | https://www.sec.gov/Archives/edgar/data/200406/000020040625000133/0000200406-25-000133-index.htm |
Notes:
- DSU awards reflect mandatory deferrals and accrue dividend equivalents; settle in cash upon termination of Board service .
Governance Assessment
- Positives and signals of confidence:
- Chair of RCS with oversight of healthcare compliance, product quality, cybersecurity, privacy, and sustainability—core enterprise risks; committee met 4 times in 2024 and holds private sessions with compliance leaders, strengthening independent oversight .
- Audit Committee membership and financial expert designation enhance board effectiveness in financial reporting and controls; Audit met 13 times, including quarterly meetings before earnings .
- Independence affirmed; active shareholder engagement with Weinberger participating as RCS Chair; strong say‑on‑pay support (~90% in 2024) signals alignment with investors .
- Ownership alignment: personal open-market purchase of 1,000 shares; DSUs and compliance with 5x retainer guideline; anti-pledging/hedging policy reduces misalignment risk .
- Potential risk indicators and mitigants:
- Multiple outside public boards (JPM, MET, Aramco) increase time commitments; however, board counts are within JNJ’s overboarding policy limits (≤5), and independence analysis identified no impairing relationships. Related transactions tied to Weinberger’s non-profit affiliation (Emory University) were immaterial and approved under policy .
- Director DSUs settle in cash and are not performance-conditioned; however, value is tied to share price with dividend equivalents, and ownership guidelines require meaningful equity alignment .
Overall, Weinberger’s combination of audit expertise, risk/compliance leadership, independence, and shareholder engagement supports board effectiveness and investor confidence, with manageable interlock/time-commitment considerations under JNJ’s governance policies .