8-KLeadership ChangesRegulation FDExhibits & Filings

JOHNSON & JOHNSON 8-K Report, Executive Changes (Jun 22, 2018)

Filed June 22, 2018For Securities:JNJ

Summary

This 8-K filing announces significant leadership changes within Johnson & Johnson, including the promotion of Joseph Wolk to Executive Vice President and Chief Financial Officer, effective July 1, 2018. Mr. Wolk, who has been with the company since 1998 and most recently served as Vice President of Investor Relations, will succeed Dominic J. Caruso upon his retirement in September 2018. The filing also details Mr. Wolk's new compensation package, including a base salary of $750,000, a target annual bonus of 125% of base salary, and a target long-term incentive of 500% of base salary. Additionally, the report discloses the upcoming retirement of Sandra E. Peterson, Executive Vice President and Group Worldwide Chairman, effective October 1, 2018. Ms. Peterson will receive a comprehensive transition and separation agreement, including severance payments totaling approximately $11.1 million over 52 weeks, continued health insurance subsidies, and pro-rata vesting for certain long-term incentive awards, contingent on performance metrics. The company also issued press releases detailing these changes and other executive committee appointments.

Key Highlights

  • 1Joseph Wolk appointed as new Executive Vice President, Chief Financial Officer, effective July 1, 2018.
  • 2Mr. Wolk's compensation includes a $750,000 base salary, 125% target annual bonus, and 500% target long-term incentive.
  • 3Dominic J. Caruso, current CFO, to retire in September 2018 after 19 years with the company.
  • 4Sandra E. Peterson, Executive Vice President and Group Worldwide Chairman, to retire effective October 1, 2018.
  • 5Ms. Peterson's separation agreement includes approximately $11.1 million in severance payments over 52 weeks.
  • 6Ms. Peterson may receive pro-rata vesting of 2018 long-term incentive awards, subject to performance.
  • 7Company issued press releases announcing leadership changes and Executive Committee appointments.

Frequently Asked Questions

Joseph Wolk has been appointed as the new Executive Vice President, Chief Financial Officer, effective July 1, 2018. He succeeds Dominic J. Caruso.

Mr. Wolk will receive an annual base salary of $750,000, a target annual performance bonus opportunity of 125% of his base salary, and a target long-term incentive opportunity of 500% of his base salary.

Ms. Peterson will receive severance payments of $212,932.69 per week for 52 weeks, totaling approximately $11.1 million. She will also receive continued health insurance subsidies and may be eligible for pro-rata vesting of certain long-term incentive awards, contingent on performance.

The filing indicates that the company issued press releases announcing the expansion of the Office of the Chairman and the appointment of several senior leaders to the Executive Committee, though the specific details of these appointments are found in the referenced press releases (Exhibits 99.1 and 99.2).