Nadja West
JOHNSON & JOHNSONAbout Nadja Y. West
Nadja Y. West, M.D., is an independent director of Johnson & Johnson, serving since 2020. She is 63 and a retired U.S. Army Lieutenant General who served as the 44th Army Surgeon General and Commanding General of the U.S. Army Medical Command, bringing crisis management, healthcare operations, and cybersecurity expertise to the Board . Her current Board tenure is disclosed as four years (measured at the reporting date) . She serves on the Regulatory Compliance & Sustainability Committee and the Science & Technology Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Lieutenant General; 44th Army Surgeon General; Commanding General, U.S. Army Medical Command; Joint Staff Surgeon; Deputy Chief of Staff for Support, U.S. Army Medical Command | Retired (dates not specified) | Executive and operational leadership, strategic planning, healthcare management; crisis management and disaster response; information security and cybersecurity experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount St. Mary’s University | Trustee | Not disclosed | Non-profit board service |
| The Bob Woodruff Foundation | Director | Not disclosed | Non-profit board service |
| Smithsonian National Museum of African American History and Culture | Director | Not disclosed | Non-profit board service |
| United States Military Academy (West Point) Board of Visitors | Presidential Appointee | Not disclosed | Government/academic oversight role |
Other Directorships & Interlocks
| Company | Exchange Status | Role | Since | Potential Interlock/Notes |
|---|---|---|---|---|
| Nucor Corporation | Public | Director | 2019 | No JNJ-related person transaction disclosed with Nucor in 2024 . |
| Tempus AI, Inc. | Public | Director | 2024 | No JNJ-related person transaction disclosed with Tempus in 2024 . |
| Tenet Healthcare Corporation | Public | Director | 2019 | Tenet is a large health system; no JNJ-related person transaction disclosed with Tenet in 2024 . |
| Americares | Non-Profit | Trustee | Not disclosed | JNJ grants/contributions recorded; aggregate magnitude <1% with amounts below threshold; independence preserved per board standards . |
- Board overboarding policy: non-CEO directors should serve on no more than five public company boards; West’s public boards (JNJ, Nucor, Tenet, Tempus) are within this limit .
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board determined all non-employee directors, including Dr. West, were independent under NYSE and JNJ standards in 2024 . |
| Committees | Member: Regulatory Compliance & Sustainability (oversight of healthcare compliance, product quality, cybersecurity, sustainability); Member: Science & Technology (R&D strategy, scientific trends, product safety input) . |
| Attendance | Each director attended at least 75% of Board and committee meetings on which they served during 2024; Board held 14 meetings; RCS met 4; S&T met 5 . |
| Executive Sessions | Independent directors met in executive session at every regular Board meeting; committees also met in executive session . |
| Anti-hedging/pledging | Policy prohibits directors from pledging, hedging, or short selling company stock . |
Fixed Compensation
| Component | 2025 Program | 2024 Actuals (West) |
|---|---|---|
| Annual cash retainer | $125,000 | $125,000 (fees earned/paid) |
| Additional retainers | Lead Director $50,000; Audit Chair $30,000; Other Committee Chair $25,000 (if applicable; West not a chair) | None disclosed for West |
| All other compensation | N/A programmatically; eligible for 2:1 charitable match up to $20,000/year | $20,000 (matching gifts) |
Performance Compensation
| Equity Type | Terms | 2024 Grant Details |
|---|---|---|
| Deferred Share Units (DSUs) | Mandatory deferral; immediately vested; accrue dividend equivalents; settled in cash upon termination of board service | DSU award valued at $205,000; 1,385.697 DSUs granted on April 25, 2024 to each non-employee director |
Note: Non-employee director equity is delivered as DSUs; there are no director performance metrics (e.g., revenue, EPS, TSR) tied to director compensation grants. Options/PSUs described in the proxy apply to executives, not directors .
Equity Ownership
| Holder | Common Shares | DSUs | Options/Units Underlying | Total Beneficial Ownership |
|---|---|---|---|---|
| Nadja Y. West | 0 | 5,217 | 0 | 5,217 |
- Director DSU account balance as of Dec 29, 2024: 5,217 DSUs (includes mandatory/elective deferrals and accrued dividend equivalents) .
- Stock ownership guidelines for non-employee directors: 5x annual cash retainer; compliance “Yes”; ownership threshold not yet met due to joining the board within the last five years (transition window) .
- Anti-pledging/hedging policy applies to directors, enhancing alignment .
Expertise & Qualifications
- Proven executive and operational leadership, strategic planning, and healthcare management; operational crisis management and disaster response in global health contexts .
- Extensive information security and cybersecurity experience—aligned with RCS oversight of cybersecurity risk .
- Government relations and human capital management experience .
Governance Assessment
- Board effectiveness: West’s committee placements (RCS and S&T) align tightly with her background in crisis response, healthcare systems, and cybersecurity, supporting robust compliance and R&D oversight .
- Independence and conflicts: No material related-person transactions involving West were disclosed in 2024; Americares grants/contributions were below thresholds and did not impair independence; board-wide independence affirmed .
- Ownership alignment: Holds DSUs and is within the five-year period to reach the 5x retainer ownership guideline; policy prohibits hedging/pledging, which supports alignment; DSUs are marked-to-market and accrue dividend equivalents .
- Engagement/attendance: At least 75% attendance; independent directors meet regularly in executive session, supporting independent oversight; West attended the 2024 Annual Meeting with all nominees .
- Compensation structure: Director pay mix balanced between cash and DSUs; 2025 program unchanged, suggesting stable governance practices; DSUs settled in cash upon termination mitigate perceived entrenchment, but still align with total shareholder returns .
- RED FLAGS: None identified specific to West in 2024—no Section 16(a) delinquencies noted for her; no related-party transactions above thresholds; within overboarding policy .