Paula Johnson
JOHNSON & JOHNSONAbout Paula A. Johnson
Paula A. Johnson, M.D., age 65, is an independent director of Johnson & Johnson since 2023. She is President of Wellesley College and previously held senior leadership roles at Brigham & Women’s Hospital, with professorships at Harvard Medical School and the Harvard School of Public Health. Her core credentials span medical research, public health, and health policy, with a focus on women’s health . J&J has a mandatory director retirement age of 72 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellesley College | President | Current | Institutional leadership in higher education |
| Brigham & Women’s Hospital | Executive Director, Connors Center for Women’s Health and Gender Biology; Chief, Division of Women’s Health | Prior | Led complex clinical and research operations; cross-functional collaboration |
| Harvard Medical School | Professor of Medicine | Prior | Academic leadership; medical education |
| Harvard School of Public Health | Professor of Epidemiology | Prior | Public health research and policy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rockefeller University | Director | Current | Board service at leading research institution |
| Isabella Stewart Gardner Museum | Director | Current | Cultural institution governance |
| National Academy of Medicine; American Academy of Arts & Sciences | Member | Ongoing | Professional recognition and policy influence |
Board Governance
- Committees: Nominating & Corporate Governance (member); Science & Technology (member) .
- Committee meeting counts in 2024: Board (14); Nominating & Corporate Governance (4); Science & Technology (5) .
- Independence: All non-employee directors, including Dr. Johnson, were determined independent under NYSE and J&J standards for 2024 .
- Attendance: Each director attended at least 75% of Board and committee meetings; all nominees attended the 2024 Annual Meeting (virtual) .
- Lead Independent Director: Not applicable to Dr. Johnson (Lead Director is Marillyn A. Hewson) .
- Executive sessions: Independent directors met in executive session at every regular Board meeting; relevant committees held private sessions with compliance leaders without the CEO present .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $125,000 | Base cash fee for non-employee directors |
| Committee chair fees | Not applicable | Johnson is not a committee chair |
| Meeting fees | Not disclosed | J&J program does not specify per-meeting fees; retainer-based |
| 2025 program baseline cash | $125,000 | Lead Director $50,000; Audit Chair $30,000; other Chairs $25,000 |
2024 Director Compensation (actual):
| Name | Fees Earned (Cash) | Stock Awards (DSUs) | All Other (Matching Gifts) | Total |
|---|---|---|---|---|
| Paula A. Johnson | $125,000 | $205,000 | $30,000 | $360,000 |
Program policies:
- Charitable matching: two-to-one match up to $20,000/year; amounts in “All Other” reflect matching contributions timing .
- Deferred Fee Plan: directors may elect to defer cash retainers into DSUs; DSUs also include mandatory annual equity deferral .
Performance Compensation
| Equity Vehicle | Grant Date | Grant Value | Shares/Units | Vesting | Dividend Equivalents | Settlement |
|---|---|---|---|---|---|---|
| Deferred Share Units (mandatory) | April 25, 2024 | $205,000 | 1,385.697 DSUs (per director) | Immediately vested; deferred until termination of board service | Accrue equivalents like common dividends | Cash at termination of board service |
- Performance metrics: No performance conditions for DSUs; directors do not receive options or PSUs tied to EPS/TSR under the director program .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Abiomed, Inc. | Director | 2020–2022 | Prior public board service |
| Eaton Vance Corp. | Director | 2018–2022 | Prior public board service |
| West Pharmaceutical Services | Director | 2008–2021 | Prior public board service |
- Independence analysis: J&J disclosed organizational relationships reviewed for independence; Dr. Johnson is not listed among directors with related person transactions in 2024 .
- Overboarding: J&J policy limits public company boards to five for non-CEOs; Dr. Johnson currently serves only at J&J .
Expertise & Qualifications
- Medical research, public health, and health policy expertise; visionary leadership in women’s health and inclusive collaboration across complex organizations .
- STEM education advocacy and accessibility focus .
- Committee-aligned expertise: governance oversight and R&D/science policy via NCG and S&T membership .
Equity Ownership
| Holder | Common Shares | DSUs | Options/Units | Total Beneficial Ownership |
|---|---|---|---|---|
| Paula A. Johnson | 202 | 2,928 | 0 | 3,130 |
Ownership alignment and policy:
- Stock ownership guideline for non-employee directors: 5x annual cash retainer; compliance status “Yes,” ownership threshold not yet met (joined within past five years; 5-year ramp allowed) .
- Anti-pledging/hedging policy: J&J prohibits directors from pledging, hedging, or short selling company stock .
Governance Assessment
- Board effectiveness: Active participation on Nominating & Corporate Governance and Science & Technology aligns with her medical and policy expertise; committee structures are fully independent with robust private sessions and executive-only sessions enhancing oversight quality .
- Independence & conflicts: Determined independent; not listed with any related person transaction in 2024; J&J’s related party policy requires NCG approval for transactions >$120,000 and outlines strict review factors, mitigating conflict risk .
- Attendance & engagement: Board met 14 times; each director ≥75% attendance; all nominees attended the 2024 annual meeting, supporting engagement and reliability .
- Compensation alignment: Director pay is median-aligned; mix is cash retainer plus mandatory DSUs that track shareholder returns via dividend equivalents; no tax gross-ups and robust recoupment applies to executives; director program unchanged for 2025, indicating stable governance compensation posture .
- Ownership alignment: DSUs and share holdings support “skin-in-the-game”; guideline compliance underway within the allowed 5-year ramp; anti-pledging reduces alignment risk .
RED FLAGS and watch items:
- No pledging/hedging and no disclosed related person transactions involving Dr. Johnson (not listed in 2024 director-related transactions table) .
- Ownership threshold not yet met, but within permitted five-year window post-appointment; monitor progress toward guideline .
- Section 16(a) filings: Proxy notes late filings for certain insiders in 2024; no mention of Dr. Johnson, suggesting timely compliance for her .
Say‑on‑Pay and shareholder sentiment context:
- Executive Say‑on‑Pay approval ~90% in 2024; board-led shareholder engagement with Lead Director and committee chairs indicates responsive governance culture; useful context for overall investor confidence in J&J governance .