Johnson & Johnson (NYSE:JNJ) Investor Files Lawsuit Against Directors Over Alleged Breaches Of Fiduciary Duties In Connection With CEO’s Compensation

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Company Name(s): 
Johnson & Johnson
Case Name: 
Johnson & Johnson Shareholder Derivative Lawsuit 07/20/2012
Case Status: 
Lawsuit Filed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Shareholder Derivative Action

July 24, 2012 (Shareholders Foundation) -- An investor in shares of Johnson & Johnson (NYSE:JNJ) filed a lawsuit against directors over alleged breaches of fiduciary duties in connection with the CEO’s compensation.

The plaintiff claims that the CEO of Johnson & Johnson (NYSE:JNJ), who earned a combined $175million from 2006 to present is grossly overpaid given the "highly publicized compliance failures, recalls and misconduct" at Johnson & Johnson. The plaintiff allegesthat the defendants breached their fiduciary duties by allegedly failing to follow Johnson & Johnson’s executive compensation policies and procedures. The plaintiff says that for purposes of Johnson & Johnson's executive compensation, evaluation of the executive 'performance' includes, among other things, the use of financial metrics, leadership measures, long-term growth measures, and the progress of Johnson & Johnson’s reputation and in these areas Johnson & Johnson has stagnated or suffered under the CEO's leadership.

In fact, while Johnson & Johnson’s Total Revenue rose from $61.58billion for a 12months period ending on Jan. 2, 2011, to $65.03billion for the 12months period ending on Jan. 1, 2012, its Net Income over the same time period declined from $13.33billion to $9.67billion.

In addition, while shares of Johnson & Johnson (NYSE:JNJ) rose from under $58 in July 2010 to as high as over $68 per share in July 2012, shares of Johnson & Johnson (NYSE:JNJ) traded in 2008 as high as $71.33 per share

The plaintiff also alleges that Johnson & Johnson has issued a number of expensive recalls, such as the 2010 recall of 200million of bacteria-tainted Motrin bottles or the recall of 93,000 artificial hips, that have hurt the company's reputation in the last few years. Furthermore, so the plaintiff, Johnson & Johnson’s unlawful marketing and sales of Risperdal alone will cost the company multiple billions of dollars in settlements and/or fine.

Yet, during the same extraordinary six-year period that Johnson & Johnson has experienced stagnant performance and unprecedented reputational harm, its CEO has seen his annual compensation double, from $14.3 million in 2005 to $28.7 million in 2010 to $26.8 million in 2011, so the plaintiff.

Shares of Johnson & Johnson (NYSE:JNJ) closed on July 24, 2012, at $67.35 per share.