As Seen in CFO Studio Magazine Q4 2016 Issue Cover Story






So begins a four-paragraph statement penned by General Robert Wood Johnson II in 1943. “We believe our first responsibility is to the doctors, nurses, and patients, to mothers and fathers and all others who use our products and services,” it starts.

Paragraph three expounds: “We are responsible for the communities in which we live and work and to the world community as well. …We must maintain in good order the property we are privileged to use, protecting the environment and natural resources.”

These principles of corporate responsibility are chiseled into twin slabs of marble eight feet high and five feet wide at the entrance to Johnson & Johnson’s headquarters in New Brunswick, NJ. The same words appear at the entrance of all the J&J facilities around the world, and no matter how routine it becomes to see the words, everyone pays attention to them.

Dominic Caruso, J&J’s Executive Vice President and Chief Financial Officer, who joined the company in 1999, has long since internalized the Credo’s meaning. If a business leader calls him and says, “I need to speak with you about Our Credo,” it’s clear there will be little debate; the General’s words themselves will point to the right solution.

He got such a phone call in 2007, just months after J&J’s $1.4 billion acquisition of Conor Medsystems and its unique cardiovascular stent. At the time, J&J had 45 percent of the $6 billion worldwide market for coronary stents, according to a May 2007 article by MD+D (Medical Device and Diagnostic Industry). The unique stent was being offered in some foreign markets but had not yet received FDA approval. New tests, however, gave J&J reason for concern: A competitive stent was a safer choice for patients. “We withdrew that product from the market,” Caruso says.

Caruso, who was CFO of the medical devices business segment at the time, says walking away from the product’s potential was “gut-wrenching,” but it was a decision made “easy” by the Credo, which creates a structure for thinking about the implications of every action. J&J’s cardiovascular business leader at the time “knew this would be financially painful,” says Caruso. “But he explained the situation, and what he heard from me was, ‘Okay, I get it.’”

Throughout its 130-year history, J&J has earned a reputation as a top-performing company. Along with Microsoft, it is one of the only two U.S. corporations with a AAA S&P credit rating (beating even the U.S. government). On Fortune’s list of the World’s Most Admired Companies, J&J is the top-ranking pharmaceutical company, and in June J&J topped the list of Barron’s 100 most respected companies.

But hitting numerical benchmarks, Caruso insists, is far from the company’s primary motivator. When asked how useful and valuable it is for the company to have a moral compass like the Credo, Caruso doesn’t hesitate with his answer. “What Our Credo does for us,” he says, “is to require us to always stop and think, reflect, not to be simply reactionary to current developments, but to be grounded in our decision-making.”

Although the Credo cannot insulate the company from the realities that face leading global companies today — including litigation and regulatory challenges — it is an ethical platform and decision framework that the General, son of one of the founding brothers, felt would be needed when he took the company public.

Embedding Principles

“Our Credo has lots of constituencies: doctors, nurses, patients, employees, and our shareholders. Our shareholders are listed last, but it’s really just another of our responsibilities,” says Caruso, age 58. As CFO, he sees part of his job as helping the company grow through proper allocation of cash. Under his leadership, the company has articulated its disciplined capital allocation strategy. This begins by paying dividends to shareholders. Subsequently, he considers M&A opportunities, using about 30 percent of J&J’s free cash flow for value-creating acquisitions, and finally, share repurchases.

Another component of his role is to maintain an ethical organization by developing leaders in the finance area who live and breathe the company’s values as he does. J&J’s Finance Leadership Development Program (FLDP) is well recognized as a “leader feeder,” providing exceptional training in a two-year rotational program that gives young hires the chance to work in multiple areas of the business in three eight-month assignments.

The program has particular appeal to millennials, Caruso says, because it provides prompt, regular feedback, and with quick rotations, they are “not stuck in one place for a long period of time.” He says that J&J successfully recruits top graduates who might otherwise go to Wall Street or Silicon Valley by dint of its Credo and social responsibility activities. “[Millennials] appreciate when the organization they work for has a mission aligned with their values.”

Although he was well beyond entry level when he joined J&J, Caruso himself benefited from the company’s focus on talent development. After graduating from Drexel University in 1980 with a B.S. in Finance, he went into public accounting at Peat Marwick Mitchell, now known as KPMG. In 1985, he joined Centocor, a startup now called Janssen Biotech. He became CFO of Centocor in 1992, then added the role of general manager of that company’s diagnostic division. In 1999, Centocor was acquired by J&J. That’s when his own J&J development story began; two years later he became VP of Finance of its Ortho-McNeil Pharmaceutical subsidiary; and in another two years he was tapped for a bigger job.

“In the summer of 2003, I went to the office of our then CFO, Robert Darretta,” he remembers. “We were meeting to discuss succession planning as part of our normal talent-planning cycle.” It was a sunny June day, and the office was at the top of the World Headquarters Tower, with views over the Raritan River and the Rutgers University campus. Darretta started the meeting by reminding Caruso that “as part of our Finance leadership development priority, we are always looking for that key question we have about a leader’s ability to be successful.”

Darretta wanted to know if Caruso’s success would be transferable outside of pharma, where he had spent most of his career. According to Caruso, Darretta said: “We’d like you to take a role in our medical devices business. It will teach us more about you and teach you more about yourself.”

Caruso’s first thought was, “Why would I want to do that?” And even though it was a beautiful, clear day, he remembers imagining the storm he would be entering in a new, unknown environment.

As it turned out, taking that job was one of the best moves of his career. “I expanded my network and exposure across the company and was able to demonstrate my value beyond the pharmaceutical sector. Being new to the role allowed me to ask probing questions that my business partners may not have been asked in a long time.” He didn’t mind challenging the way things had always been done.

Leaving behind a niche he knew well and immersing himself in a far different one gave him an opportunity to say, “Wait a minute: What am I really good at?”

“We all have unanswered questions,” says Caruso. “You just have fewer and fewer of them as you go up the ladder.”

Caruso proved that he was good at leading, not just good at what he did in a particular sector. He was named CFO of J&J in 2007. At that time, the stock price was around $50; today it’s climbed to an all-time high above $122.

Long-Term Value

Caruso seems formal but comfortable during an interview and in between other pressing obligations. He is gracious with his time and articulate. We were in a small conference room down the hall from the office where he had met with Darretta 13 years earlier, talking long-term versus short-term value. A few weeks prior, Larry Fink, the CEO of BlackRock (which is one of J&J’s top-five shareholders), sent a letter to chief executives of the S&P 500 urging them to lay out for shareholders their value-creation plans each year. When asked his reaction to that letter, Caruso says, “First of all, I was glad that he called upon CEOs to take a longer-term view of their responsibilities to shareholders and to not be overly influenced by short-term thinking.”

Caruso notes that many of the shareholders he meets with are “long-term, loyal J&J shareholders,” though he does meet some who wish J&J would do more share buybacks. “That’s more of a trader mentality than an investor. The majority of our shareholders have more of an owner mentality,” he says.

“I think [Fink] was appropriately critical of companies that just react to short-term shareholder demands, and he was giving at least his endorsement to say, ‘Look, there are other shareholders who have your back.’ And that’s good to know.”

Caruso remarks that CFOs in the pharmaceutical industry tend to be more long-term thinkers compared to those in other sectors, because they are used to an environment where development times are drawn out. “You’re more patient, you’re making long-term investments, you’re continuously funding research and development to find cures.”

Later, he says one of the most exciting parts of his job is watching innovations become reality. For example, the finance team was involved in structuring a transaction with Genmab, a Danish biotech company, whereby J&J and Genmab would co-develop a drug for multiple myeloma. Subsequently, in 2013, the therapy received Fast Track designation from the FDA. Finance has been in the mix at each juncture in the product’s development, he says, and now the drug “is benefiting patients.”

Caruso has a deep personal interest in health-related causes. He is on the Board of Trustees of the Children’s Hospital of Philadelphia. His partner through 40 years of marriage, Debbie, also has a strong interest in the health and welfare of children. They have three grown children and nine grandchildren. Because one of his grandchildren has cystic fibrosis, Caruso became involved with the Cystic Fibrosis Foundation – Delaware Valley Chapter. He serves on the Board, and helps raise money to find a cure.

Besides being a family man, Caruso is a guitarist (rock, jazz, classical) and a golfer. He says he would enjoy having a superpower that enabled him to be in two places at one time. “If I could come to work and do what I love doing here, but also spend time at home simultaneously, that would be fantastic.”

The J&J organization has 50 other CFOs around the world reporting to him. They meet annually to discuss who is going to succeed whom, choosing from around 5,000 finance professionals in the J&J organizational structure. “I can’t possibly be involved in developing each of the 5,000 people,” says Caruso, “but I can be involved in the top 120 to 150 people: knowing who they are, seeing how they’re doing, making sure they’re answering those critical questions.”

Thinking about succession and giving the top picks the right opportunities “takes some time, but it’s really important because if I don’t get that right, when I leave, I haven’t really done a service to the organization,” he says.

Caruso doesn’t say so directly, but developing a successor who understands and will adhere to the principled business practices he has followed is how the CFO can best create long-term value.


Scientific Method


As Seen in CFO Studio Magazine Q4 2015 Issue Cover Story


BY JULIE BARKERScreenshot (41)

In August of 2014, when the corn was high and ambitious American political figures were already jetting in and out of Iowa prior to the first big test in the 2016 election race, Bayer Corporation CFO Berry Bier made his own trip to the state. He, too, was interested in meeting Iowa farmers face-to-face, but his purpose differed significantly from the politicians’. They were testing the waters for presidential runs. Bier, plucked 10 months earlier from the global headquarters of Bayer AG in Leverkusen, Germany, to become CFO of the Pittsburgh, PA–based U.S. organization, wanted to meet customers and find out from them how growers use Bayer CropScience products. For Bier, such exchanges were every bit as important as a politician’s pressing of the flesh.

The growers he met showed him two side-by-side plots of corn. One was treated with Bayer Sonata™, a biological product, and the other was untreated. The first exhibited green-husked corn bursting with kernels, and it demonstrated to Bier that Bayer was creating value for its customers. He could now better imagine how the businesses in which Bayer invests are improving lives and livelihoods.

That trip came just prior to an extraordinary period, during which Bier was responsible for spinning off part of Bayer. CFOs often have the opportunity to help shape their company through M&As or divestment, but Bier had a high-profile carve-out to accomplish on a short deadline. In achieving his goal, he found it useful to look up from the flowcharts and spreadsheets and envision … cornfields.

Bier and his carve-out team were fundamentally renewing the 150-year-old Bayer’s focus on life sciences: health care and crops.

Shaping the Company

On Oct. 30, 2014, just one year into his new job, Bier was given the task of spinning off one of Bayer’s three major product areas, MaterialScience. This would leave HealthCare (pharmaceuticals for humans and animals) and CropScience (including crop protection products, growth stimulants, and seeds that need less water or that are pesticide resistant). MaterialScience, which makes high-tech polymers, would then no longer compete for resources with the two other business areas. Though it would remain a subsidiary of Bayer AG, MaterialScience, with the new name of Covestro, would be removed from the U.S. corporation entirely and would have its own access to capital markets. (Subsequently, 31 percent of Covestro has been floated on the German stock market.)

Bier took up his role as project leader, and was given two months to clear the first hurdle: executing the legal separation by a Jan. 1 deadline. The target date for the spin-off to begin operating separately was Sept. 1, 2015. Bier calls this assignment one of the biggest challenges of his career. “You are separating about a third of your sales,” he says. “If we are a $50 billion company and you spin off $15 billion of that, that’s a big undertaking. Such a company needs a fully fledged organization.”

He had to divide functions across the whole company, including finance, HR, communications, IT, supply chain, procurement, and sales. He says, “That’s a huge task, but also really exciting.” In addition, he had to start the registration process and transfer contracts with suppliers and customers.

He began by assembling a team, building project plans and a timeline, and then moving on to execution. At that point, the team had to “deliver on all these different action items, and there [were] always things coming up. So you have to be very flexible and pragmatic to solve these things.”

Among these difficulties: reluctance on the part of some suppliers to shift their agreements with Bayer to Covestro. “We had to find ways to convince them, and we had to find ways both companies can operate separately as of Sept. 1,” he says. He praises the spirit of cooperation on his team from day one. But as project leader, when tough choices have to be made, “you have to make a decision.” The team can only do so much.

As he was heading up the project to carve out MaterialSciences, Bier was simultaneously part of the steering committee for the integration of a $14.2 billion acquisition. That process had begun in April 2014, when Bayer beat another bidder to acquire Merck’s Consumer Care business, which includes Claritin®, Coppertone®, Dr. Scholl’s®, and MiraLAX®. Added to Bayer’s aspirin juggernaut, the brands would significantly strengthen the company in its HealthCare area. The integration continued until the end of June 2015 and, depending on how it is measured, established Bayer as either the No. 1 or No. 2 company in the U.S. non-prescription medicines market.

The company’s new profile makes Bayer highly reliant on its pharmaceutical products for earnings. It has best-selling drugs for hypertension, cancer, and hemophilia, among other categories. But the pharmaceuticals industry, Bier says, is a “risky business.” This is especially true of companies that are in a stage of their business life cycle where they have numerous successful products and high growth but are nearing a critical moment in their history, when an important patent will expire and “you lose a significant part of your sales,” he says.

Now that Bayer is solely a life-sciences company, having “cut off [its] chemical legs,” the CFO says more M&As will almost surely occur. To explain why, Bier points to the hard realities of developing a pharmaceutical product: It can easily cost $1 billion to $2 billion to bring a new drug to market, says Bier, and the drug’s patent subsequently expires in as few as 10 years.

Creating Value by Being Partners

Bier says the most challenging part of his position is not, as one might expect, working out a complex funding structure or working through tax issues. Rather, he contends, it’s the process of developing “a high-performing organization that is constantly able to respond to the challenges coming from the outside world onto the business, and that has the capability to create value by what it is doing.”

He says, “The real challenge is having an organizational setup with creative spirit but that also has the capability of being great business partners.”

In the past two years, he has worked to bring that type of mindset to his own organization through the recruitment of top business-school students from the likes of New York University, Duke University, and Carnegie Mellon University; through high-performance workshops; and through training in soft skills, such as delivering constructive feedback up- and downwards.

Although innovation is the lifeblood of a company developing pharmaceuticals, Bier can’t budget for development of a specific cancer treatment. He says, it’s more like this: “You know you have so much product in the market generating so much sales, and a certain portion of that you’re willing to spend for your R&D.” Certainly there are benchmarks on R&D spending, but Bayer doesn’t attempt to create all its products from scratch. Instead, like most pharma companies, it spots opportunities to acquire small, entrepreneurial firms. (See “Funding the Future” at right, for more on Bier’s strategy regarding R&D.)

Two Years In

Bier brought his family — his wife, Gudrun, to whom he has been married for more than 20 years, and two sons, now 12 and 13 — to Pittsburgh two years ago, from Cologne, Germany. “It’s great to see how well the family adjusted to the new environment,” he says. He’s passionate about his family and credits them with centering him and giving him the mettle to perform in the C-suite of a top global corporation.

There, Bier has not just a stake, but a big role in building the company. He was heavily involved during 2014 in designing the current strategy, together with the U.S. leadership team. That strategy relies on acquisitions, R&D partnerships, and the funding of promising new products. In pharma, you can’t think of your next breakthrough discovery as the product that will bring you growth in the 2020s, he says. You have to view that drug as just a way “to make up for the loss” when another wonder drug you’ve funded loses patent protection.

In Grinnell, IA, Bier recalls that he was amazed at the stark difference in appearance between treated and untreated crops. In the Crop Protection area of Bayer’s business, says Bier, “increasing yields to ensure that growers can meet their targets” is perfectly aligned with the company’s mission, Science for a Better Life. “We can help to meet nutritional demands and feed the world today and in the future,” he says.

The potential for significant ups and downs in the company’s chief areas of concentration — pharmaceuticals and food production — suggest that there will be little stability in the months to come. Bier, though, seems unconcerned. He says that the most exciting part of being a CFO is having the opportunity to focus on both the near-term and long-term planning for the company.

It’s his job, Bier says, to create value. To do that, a CFO must “understand what the success factors of the business are, and then think about how you can contribute to that.” Sometimes that means walking around a cornfield and having all the pieces fall into place.


A Growth-Focused CFO


Screenshot (29)As Seen in CFO Studio Magazine Q1/Q2 2016 Issue


Santa Claus arrived, a magician entertained the guests, and the Q4 2015 issue of CFO Studio magazine was launched in fine style at the December 1 CFO Studio Reception. The event, held at the Westin Governor Morris Hotel in Morristown, NJ, was well attended by finance executives, all in a holiday mood.

CFO Studio magazine’s Q4 cover CFO, Bernd-Peter (Berry) Bier, U.S. Chief Financial Officer, Bayer Corporation, was the guest of honor, but was called to Germany for pressing business matters. He spoke via pre-recorded video to the assembled CFOs and other guests, sharing with them a bit about Bayer, which was founded in Switzerland inScreenshot (31) 1863 and focused from its early days on pharmaceuticals and crop science.

“The business of science presents quite a number of challenges for a CFO,” he said. “We must support not only the daily operations of our businesses, but also have the vision necessary to ensure long-term growth and sustainability in this high-risk industry. This balancing act — the ability to look out for near-term and long-term success of your company— is an important capability, not just for CFOs in the life sciences businesses, but for CFOs in many businesses.”

“CFOs, to be successful, need to have their own sense of where the company is going,” Mr. Bier continued, “as well as knowing where the CEO and Board see the company going, while understanding what needs to be done today. It is our job to be excellent business partners and to provide the resources Screenshot (33)needed to grow the business. And, if we, as chief financial officers, don’t share this vision of the future, we can’t give proper guidance.”

Mr. Bier completed his talk with a couple of thoughts on how CFOs can succeed in a complex business world. “I encourage you to always keep this balance of near- and long-term leadership in mind as you work each day to support your business,” he said. “Build an excellent, high-performing team around you that is clearly focused on value creation for the company in its totality — and in that regard, able to balance out the different interests among the businesses, but also between support functions and the business.” At the end of the evening, CFO guests each received sweet treats, holiday gifts, courtesy of Revelwood and CFO Studio.

Screenshot (32)

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