Institution Theme Category Discussion Questions
  • Wellington Management
  • Governance
  • Compensation
What are the key criteria used to compensate the executive team and how did you choose them? How are you holding executives accountable?
Company Year Market Source Link
Johnson & Johnson Investment Stewardship Report 2020 https://www.wellington.com/uploads/2020/10/4dc06a6392f39bcacb4ae0bcaa9a5aeb/664_11_a4_wmc.pdf

We evaluated a shareholder proposal for an annual report on the use of the company’s clawback policy, including whether or not it chose to recoup incentive compensation from senior executives during the prior fiscal year. We believe clawback policies are only effective when enforced and used as a tool by the board.
The ESG analyst and equity portfolio managers reached out to the company ahead of the vote to reiterate our support for transparency and gather details about management’s opposition to the proposal.
We expressed our view that this was not an onerous ask, as the report should not have been costly or time-consuming to prepare. We believe shareholders could benefit from increased disclosure on the board’s
approach to keeping management accountable, given controversies that could pose significant financial or reputational harm to the company.

Related Details

  • Category'
  • Shareholder Proposal
  • Resolution
  • Proposal for an annual report on the use of the company’s clawback policy, including whether or not it chose to recoup incentive compensation from senior executives during the prior fiscal year
  • Vote
  • For
  • Rationale
  • Shareholders could benefit from increased disclosure
  • Details
  • We believe clawback policies are only effective when enforced and used as a tool by the board…We expressed our view that this was not an onerous ask, as the report should not have been costly or time-consuming to prepare…We supported the shareholder proposal, which received approximately 47% support from shareholders. We have since communicated with the board, including the lead director and chair of the compensation committee, and management on this and other issues.