JNJJohnson & Johnson
Deals with insiders in the proxy filed 2026-03-11
Deals between JNJ and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-12.
Transactions with related persons in 2025“A sister of Mr. Joseph Wolk, Executive Vice President, Chief Financial Officer, is a Talent Mobilization Leader at Johnson & Johnson Services, Inc., a wholly-owned subsidiary of the Company, and earned $245,969 in total compensation in 2025, including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2025 and any other compensation. She also participates in the general welfare and benefit plans of Johnson & Johnson Services, Inc. Her compensation was established in accordance with Johnson & Johnson Services, Inc.’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Mr. Wolk does not have a material interest in his sister’s employment, nor does he share a household with her.”
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The whole section
15 paragraphs quoted as filed
Related person transactions“Our Policy on Transactions with Related Persons requires the approval or ratification by the Nominating & Corporate Governance Committee of any transaction or series of transactions exceeding $120,000 in which our Company is a participant and any related person has a direct or indirect material interest (other than solely as a result of being a director or trustee or less than 10% owner of another entity). Related persons include our Directors and executive officers and their immediate family members and persons sharing their households. It also includes persons controlling more than 5% of our outstanding common stock.”
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Related person transactions“Under our Principles of Corporate Governance and Code of Business Conduct & Ethics for Members of the Board of Directors and executive officers, all our Directors and executive officers have a duty to report to the Chairman and CEO or the Lead Independent Director any potential conflicts of interest, including transactions with related persons. Management also has established procedures for monitoring transactions that could be subject to approval or ratification under the Policy on Transactions with Related Persons, which can be found at www.jnj.com/principles-of-corporate-governance.”
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Related person transactions“Once a related person transaction has been identified, the Nominating & Corporate Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. The Committee will take into account, among other factors, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.”
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Related person transactions“If advance Committee approval of a transaction is not feasible, the transaction will be considered for ratification at the Committee’s next regularly scheduled meeting. If a transaction relates to a member of the Committee, that member will not participate in the Committee’s deliberations. In addition, the Committee Chair (or, if the transaction relates to the Committee Chair, the Lead Independent Director) may pre-approve or ratify any related person transactions involving up to $1 million.”
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Related person transactions“The following types of transactions have been deemed by the Nominating & Corporate Governance Committee to be pre-approved or ratified, even if the aggregate amount involved will exceed $120,000:”
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Related person transactions“Compensation paid by our Company for service as a director or executive officer.”
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Related person transactions“Transactions with other companies where the related person’s only relationship is as a non-executive employee, less than 10% equity owner or limited partner, and the transaction does not exceed the greater of $1 million or 2% of that company’s annual revenues.”
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Related person transactions“Our contributions to charitable organizations where the related person is an employee and the transaction does not exceed the lesser of $500,000 or 2% of the charitable organization’s annual receipts.”
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Related person transactions“Transactions where the related person’s only interest is as a holder of our stock and all holders receive proportional benefits, such as the payment of regular quarterly dividends.”
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Related person transactions“Transactions where the rates or charges are regulated by law or government authority.”
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Related person transactions“Transactions involving bank depositary, transfer agent, registrar, trustee under a trust indenture or a party performing similar banking services.”
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Transactions with related persons in 2025“A sister of Mr. Joseph Wolk, Executive Vice President, Chief Financial Officer, is a Talent Mobilization Leader at Johnson & Johnson Services, Inc., a wholly-owned subsidiary of the Company, and earned $245,969 in total compensation in 2025, including base salary, any annual incentive bonus, the value of any long-term incentive award granted in 2025 and any other compensation. She also participates in the general welfare and benefit plans of Johnson & Johnson Services, Inc. Her compensation was established in accordance with Johnson & Johnson Services, Inc.’s employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Mr. Wolk does not have a material interest in his sister’s employment, nor does he share a household with her.”
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Transactions with related persons in 2025“Ms. Kathryn Wengel is Executive Vice President, Chief Technical Operations & Risk Officer. Ms. Wengel’s brother-in-law is a partner at the law firm of Nelson Mullins Riley & Scarborough LLP (Nelson Mullins). The Company has engaged Nelson Mullins for more than twenty years. In 2025, the Company paid approximately $13.93 million to Nelson Mullins for legal services. Ms. Wengel's brother-in-law did not bill any services to Johnson & Johnson in 2025. Ms. Wengel had no involvement with respect to the retention of, or payments to, Nelson Mullins.”
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Transactions with related persons in 2025“Additional related person transactions that occurred in 2025 are disclosed in the following table “Director independence analysis and related person transactions.””
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Transactions with related persons in 2025“These transactions were approved by the Nominating & Corporate Governance Committee in compliance with our Policy on Transactions with Related Persons described above.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗