J&J CEO pay irks traders upset with opioid lawsuits fallout


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Johnson & Johnson is coming beneath hearth from some traders who’re elevating questions on firms that give their chief executives hefty pay raises regardless of going through billions of {dollars} in authorized prices over their position within the U.S. opioid disaster.

J&J has all the time excluded sure one-time prices reminiscent of litigation bills from its calculation of inventory payouts to executives, an strategy that compensation consultants say is frequent throughout company America.

It’s attracting investor scrutiny now as a result of it partially shields J&J chief government Alex Gorsky from some $9 billion in prices over two years which have arisen from lawsuits claiming the healthcare firm fueled the opioid disaster and allegations of asbestos in its talc child powder.

Gorsky’s compensation totaled $29.6 million in 2020, up 17% from the earlier yr. That improve faces a shareholder vote at J&J’s annual common assembly on April 22, with some traders expressing displeasure, threatening to overshadow the corporate’s position in producing a vaccine for the coronavirus and the 30% share value rise over the previous yr.

Such stress has led to a minimum of one different firm concerned within the opioid lawsuit settlement discussions to rethink its place. Drug distributor Cardinal Well being Inc has mentioned it’ll interact with shareholders to include their views in its government compensation plan after a minority of them revolted in November towards an analogous government pay construction. A Cardinal Well being spokesman didn’t reply to questions for particulars on any potential compensation modifications.


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Illinois State Treasurer Michael Frerichs, who manages the state’s $38 billion funding portfolio that features J&J shares, mentioned the healthcare firm’s “important accomplishment” in producing a COVID-19 vaccine didn’t give it license to insulate executives from “prices and failures that occurred beneath their watch.”

“These foul-ups additionally should be factored into the evaluation,” he mentioned, referring to government pay. He declined to say how the Illinois fund would vote.

Michael Pryce-Jones, senior company governance analyst on the Worldwide Brotherhood of Teamsters, estimates Gorsky was paid a further $4.4 million during the last two years because of the compensation construction. The Teamsters, a labor union, has affiliated funds with investments in J&J.

A J&J spokeswoman declined to touch upon Pryce-Jones’ estimate or present the corporate’s figures on the affect of the litigation on Gorsky’s pay. Gorsky didn’t reply to a request for remark.

The J&J spokeswoman mentioned that it was the healthcare firm’s “longstanding and publicly disclosed follow” to not embrace sure non-recurring beneficial properties and bills, reminiscent of litigation-related gadgets, within the targets and outcomes of its executives. Litigation gadgets are included within the firm’s whole shareholder return and free money movement, which decide different elements of government pay, she added.

Some governance consultants burdened that J&J’s strategy of compensating its chief government with out penalizing him for important company legal responsibility publicity didn’t imply that shareholders could be worse off, given the administration group’s different achievements such because the COVID-19 vaccine.


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“An organization of this measurement, going through a settlement of this magnitude, will handle (the price of it) in such a approach that there won’t be an affect on traders,” mentioned Ric Marshall, government director within the environmental, social and governance (ESG) analysis group of MSCI Inc, the world’s largest monetary index supplier.

The Traders for Opioid & Pharmaceutical Accountability (IOPA), an advocacy group representing about 60 traders with a complete of $4.2 trillion in belongings beneath administration, wrote to J&J’s board in January asking them to evaluate their pay practices in mild of the opioid litigation and agreed-to settlements, mentioned Donna Meyer, director of shareholder advocacy at Mercy Funding Companies Inc, which co-leads IOPA. J&J acknowledged the letter however made no commitments, Meyer mentioned.

J&J didn’t reply to questions from Reuters concerning the IOPA letter.

At Cardinal Well being and Amerisourcebergen Corp, one other drug distributor, 39% and 48%, respectively, of their shareholder votes have been forged towards their government pay as a result of traders felt executives weren’t adequately held accountable for the fallout from opioid lawsuits.

Shareholder votes on pay sometimes go with overwhelming majority, in keeping with knowledge compiled by proxy adviser Institutional Shareholder Companies Inc, making these ranges of dissension a significant expression of investor unhappiness. BlackRock Inc, the world’s largest asset supervisor, was among the many shareholders that voted towards Amerisourcebergen and Cardinal Well being, a spokesman confirmed.


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Mercy Funding Companies’ Meyer declined to touch upon how her agency or different IOPA members would vote on J&J’s government pay. “We can even take a look at how the motivation pay was selected and the way it rings true with the penalties they needed to pay,” Meyer mentioned.


Shareholder pay resolutions are usually not binding, however a big variety of ‘no votes’ can drive administration to rethink government pay.

Vital shareholder dissent on pay proposals can even have an effect on firms’ ESG scores, mentioned Kasey Vosburg, affiliate director of ESG analysis at company governance agency Sustainalytics. The scores, which assess an organization’s societal and environmental affect, in addition to its strategy to points reminiscent of variety and pay fairness, have gained significance amongst large Wall Avenue funds and different traders lately.

It’s unclear what Amerisourcebergen plans to do after its vote, which was held earlier this month. An Amerisourcebergen spokeswoman mentioned that the corporate values suggestions from traders. She added that executives needs to be rewarded once they ship focused monetary outcomes.

Gorsky, who turned CEO in 2012, has been on the helm of J&J in the course of the opioid abuse and habit disaster, which in keeping with the U.S. Facilities for Illness Management and Prevention has claimed almost 450,000 lives in the USA between 1999 and 2018. In 2019, 50,000 individuals died within the U.S. from opioid associated overdoses, in keeping with the Nationwide Institute of Well being.


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J&J, together with different drugmakers and distributors, is a defendant in hundreds of lawsuits that allege it deceptively marketed its opioid merchandise, fueling the epidemic.

Individually, J&J additionally put aside almost $4 billion in reserves for some 25,000 lawsuits alleging that asbestos-laced talc in its merchandise precipitated most cancers, and that it didn’t disclose the contamination to traders.

J&J has denied any wrongdoing associated to opioids, and has individually mentioned that many years of impartial scientific research help the protection of its child powder.

In calculating a portion of the inventory awards given to Gorsky and different prime executives in 2020, J&J used “adjusted” earnings from operations that excluded these litigation prices, the regulatory filings present.

Ronald Williams, the chairman of the J&J board committee that oversees compensation and advantages, declined to reply questions concerning the firm’s government pay coverage. (Reporting by Jessica DiNapoli in New York; Enhancing by Greg Roumeliotis and Edward Tobin)

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