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Our Company

A Message from Our Lead Director

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Dear Fellow Shareholders,

The COVID-19 pandemic has presented unprecedented challenges, and our deepest sympathy is with everyone affected. We also wish to express our tremendous gratitude to the nurses, doctors, scientists and all other frontline workers - including those at Johnson & Johnson - who steadfastly ensured others' needs were met.

While these extremely challenging circumstances have tested our collective ability to rapidly adapt and respond to them and the uncertainty ahead, the role of Johnson & Johnson is crystal clear.

During Johnson & Johnson’s century-plus history, the Company has faced many significant health crises, and its responses have helped shape the Company’s culture, capabilities and strategic focus, further enabling it to lead with resilience during these turbulent times. Consistent with the values of Our Credo, the Company maintained its unwavering commitment to the health, safety and well-being of its employees, patients and consumers as further described on page 32 of this Proxy Statement. The Company also shared positive top-line results from its Phase 3 ENSEMBLE clinical trial for the Company's single-dose COVID-19 vaccine. Shortly after, based on the totality of scientific evidence, the Company received Emergency Use Authorization from the U.S. Food and Drug Administration for its single-dose COVID-19 vaccine and immediately began shipping doses in the U.S.

This year, we were all also confronted with the undeniable reality of systemic racism. The social justice movements across the United States spotlighted the racial and social injustices and inequities that have plagued society and communities of color. These movements reaffirmed the Company’s commitment to justice and equality, leading the Board to further engage with senior management to identify the means by which Johnson & Johnson can drive meaningful change. The Company launched its Race to Health Equity platform that aims to help eliminate health inequities for people of color and committed $100 million to support programs that address racial and social injustice. The Company recognizes that the events of the past year afford us this critical opportunity to expand and accelerate its longstanding commitment to diversity, equity and inclusion. More broadly, the Company, with Board oversight, continues to be committed to its Environmental, Social and Governance (ESG) efforts, including continued transparent disclosure of our ESG priorities and practices as further described beginning on page 28 of this Proxy Statement.

As your Lead Director, I greatly value this opportunity to share with you some of the ways that the Board is working together to provide strong and independent oversight to represent your interests. Over the past year, I have had the continued pleasure of speaking with a number of the Company’s shareholders and have benefited from your perspectives and insights on topics that are important to you and our Company. I discussed your feedback with the full Board, and as a result, the Company has updated and expanded its disclosures as further described on page 34 of this Proxy Statement. We hope you find these disclosures informative and helpful and we welcome your continued engagement and feedback.

We strongly believe that the Board’s oversight role is best served by Directors with diverse perspectives and experiences, and the Board is committed to seeking new Directors whose skills and backgrounds align with both the current and future needs of the Company to ensure its sustained growth over the long term. The Board is composed of global leaders in business and healthcare, leading scientists and policy experts who provide the varied skills and expertise necessary to oversee the world’s largest healthcare company. This year, the Board is pleased to introduce Dr. Nadja West, retired United States Army lieutenant general and former United States Army Surgeon General. Dr. West is an accomplished healthcare leader and we are confident that Johnson & Johnson’s shareholders will benefit from her incredible leadership and experience.

One of the Board’s most important responsibilities is risk oversight and we recognize that Johnson & Johnson operates in a very challenging industry and environment. Since the beginning of the COVID-19 pandemic, the Board has regularly reviewed both the risks posed by the pandemic as well as the Company’s response and efforts. In fact, the Board and its Committees held a significant number of special meetings to discuss these and other topics to ensure that the Board was able to effectively oversee the Company’s pandemic response in addition to its regular operations. The Board continues to work closely with management, and when appropriate, third-party experts to understand risks to the Company and its reputation and to ensure that Johnson & Johnson continues its steadfast commitment to patient safety and responsible business practices. I also regularly led Executive Sessions so the independent Directors had both the time and opportunity to discuss the issues facing the Company without management present.

At the same time, the Board sees an incredible opportunity for Johnson & Johnson in the evolving global healthcare landscape, and, in 2020, we worked closely with senior leadership to ensure that the Company’s strategy will position it to continue to be a global healthcare leader in the future. As the Board fully appreciates that Johnson & Johnson’s employees are an essential element of the Company’s long-term strategy and success, as it does each year, the Board spent significant time reviewing the Company’s approach to talent development, human capital management strategies and key talent programs and metrics, including those related to diversity, equity and inclusion. We also spent significant time reviewing the Company’s executive compensation program to ensure that Johnson & Johnson is incentivizing strong, Credo-based leadership and accountability while balancing short-term results and long-term growth.

Johnson & Johnson stays true to Our Credo by always remaining focused on the Company’s first priority – the patients, healthcare providers and customers who use its products. On behalf of the full Board, I would like to thank you for your continued support and investment in Johnson & Johnson. We kindly request your support for our voting recommendations, and we invite you to share your perspectives with us throughout the year.

Sincerely,

Anne M. Mulcahy
Lead Director

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