Johnson & Johnson 8-K, filed Jan 6, 2022
Johnson & Johnson (JNJ)
8-K
2022-01-06
For: 2022-01-06
View Original
Added on
April 02, 2026
About this 8-K
Johnson & Johnson filed this 8-K on January 6, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced by Johnson & Johnson (the “Company”) on August 19, 2021, effective as of January 3, 2022, Joaquin Duato, previously Vice Chairman of the Company’s Executive Committee, assumed the role of Chief Executive Officer (“CEO”) of the Company and has been appointed as a member of the Company’s Board of Directors (the “Board”). Alex Gorsky, previously Chairman and CEO of the Company, transitioned to Executive Chairman of the Company, also effective January 3, 2022.
On January 4, 2022, the Board approved compensation changes for Mr. Duato and Mr. Gorsky in conjunction with their respective role changes. Upon his assumption of the CEO role, Mr. Duato’s annual compensation opportunities increased as follows: his annual base salary is $1,500,000, his annual incentive target is 175% of base salary ($2,625,000), and his long-term incentive target is 820% of base salary ($12,300,000). Actual annual incentive and long-term incentive awards will be based on achievement of the applicable business and individual performance objectives and subject to approval by the independent members of the Board. As an employee of the Company, Mr. Duato will receive no additional compensation for his service as a member of the Board.
In connection with his transition to Executive Chairman of the Company, Mr. Gorsky’s annual compensation opportunities were adjusted as follows: his annual base salary was decreased to $1,400,000, and his annual incentive target for 2022 was decreased to 150% of base salary ($2,100,000). Actual payout of annual incentive compensation will be based on achievement of the applicable business and individual performance objectives and subject to approval by the independent members of the Board. In conjunction with the Company’s long-standing practice, Mr. Gorsky will receive a long-term incentive award in February 2022 based on his performance as Chairman and CEO in 2021. He will not be eligible to receive future long-term incentive awards for his service in his capacity as Executive Chairman.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Johnson & Johnson | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | January 6, 2022 | By: | /s/ Matthew Orlando | |||||||||||
| Matthew Orlando Corporate Secretary | ||||||||||||||