DEF 14A of Bristol Myers Squibb Co
Filed Mar 26, 2025 · FY20240000014272-25-000075
Our Board of Directors
Our Board of Directors Our Board of Directors (the “Board”) has nominated 11 current directors, Christopher Boerner, Ph.D., Theodore R. Samuels, Peter J. Arduini, Deepak L. Bhatt, M.D., M.P.H., M.B.A., Julia A. Haller, M.D., Manuel Hidalgo Medina, M.D., Ph.D., Michael R. McMullen, Paula A. Price, Derica W. Rice, Karen H. Vousden, Ph.D., and Phyllis R. Yale, to serve as directors of Bristol-Myers Squibb Company. All of our nominees are willing to serve as directors and have consented to being named in our proxy materials. When elected, these directors will hold office until the 2026 Annual Meeting or until their successors are duly elected. We believe that tone is set at the top, so we begin by introducing you to who we are. We follow that with a description of how our directors are selected and elected, how we govern and are governed, how we are organized, how you can communicate with us and how we are paid. We ask in Item 1 for your voting support so we can continue our important work and build on our significant successes in 2025.
Our Board of Directors
| Board Nominees | | | | | | | | Christopher S. Boerner, Ph.D. | Theodore R. Samuels | Peter J. Arduini | Deepak L. Bhatt, M.D., M.P.H., M.B.A. | Julia A. Haller, M.D. | | | | | | | | | Manuel Hidalgo Medina, M.D., Ph.D. | Michael R. McMullen | Paula A. Price | Derica W. Rice | Karen H. Vousden, Ph.D. | Phyllis R. Yale |
Our Board of Directors
All Director Nominees possess these qualities:
Our Board of Directors
| | | | | | Leadership | Strategic Thinking | Sound Business Judgment | Integrity & Ethics |
Overview of 2025 Director Nominees Skills, Age & Tenure
Overview of 2025 Director Nominees Skills, Age & Tenure
Overview of 2025 Director Nominees Skills, Age & Tenure
| | | | | | | | | | | | | | | Chris S. Boerner, PhD (CEO) | Theodore R. Samuels (LID) | Peter J. Arduini | Deepak L. Bhatt, MD, MPH, MBA | Julia A. Haller, MD | Manuel Hidalgo Medina, MD, PhD | Michael R. McMullen | Paula A. Price | Derica W. Rice | Karen H. Vousden, PhD | Phyllis R. Yale | | Director Since | 2023 | 2017 | 2016 | 2022 | 2019 | 2021 | 2024 | 2020 | 2020 | 2018 | 2019 | | Compliance | | | | | | | | | | | | | Independent Director | | l | l | l | l | l | l | l | l | l | l | | Designated Financial Expert | | l | | | | | l | l | l | | | | Key Skills & Experience | | | | | | | | | | | | | Public Co. CEO | l | | l | | | | l | | | | | | Public Co. CFO | | | | | | | | l | l | | | | Healthcare | l | l | l | l | l | l | l | l | l | l | l | | Science/Technology/Innovation | l | | l | l | l | l | l | | | l | | | Financial | l | l | l | | l | | l | l | l | | l | | Risk Management | l | l | l | | l | | l | l | l | | l | | Sales & Marketing | l | l | l | | | | l | | | | l | | International | l | l | l | | | l | l | l | l | l | | | Academia/ Non-Profit | | l | | l | l | l | | l | | l | l | | Digital | l | | l | | | | l | l | l | | | | Demographics | | | | | | | | | | | | | Age (years)† | 54 | 70 | 60 | 57 | 70 | 57 | 64 | 63 | 60 | 67 | 67 | | Tenure (years)† | 2.0 | 8.2 | 9.1 | 2.9 | 5.5 | 3.9 | 0.8 | 4.7 | 4.7 | 7.4 | 5.5 | | † As of May 6, 2025 | | | | | | | | | | | |
Overview of 2025 Director Nominees Background
Overview of 2025 Director Nominees Background Our 11 Director nominees provide the Board with a comprehensive collection of varied backgrounds, industry experiences and personal characteristics.
Overview of 2025 Director Nominees Background
| Age distribution | Board refreshment | | 63 | 6 | | Average age of Directors (years) | New Directors over the past five years |
Overview of 2025 Director Nominees Background
Election of the Board of Directors
2025 Director Nominees
2025 Director Nominees The following biographies of our director nominees reflect their Board Committee membership and Chair positions as of the date of this year’s Annual Meeting. Each of our Board members has experience and skills in the enumerated categories included in our skills matrix chart above, however, we have designated in the biographies only the top three to five skills to indicate that a director has particular strength in those areas. Christopher S. Boerner, Ph.D.
Lead Independent Director & Chair of the Committee on Directors and Corporate Governance
Lead Independent Director & Chair of the Committee on Directors and Corporate Governance Director Since: 2017
Lead Independent Director & Chair of the Committee on Directors and Corporate Governance
| Board Committees •Committee on Directors and Corporate Governance (Chair) •Audit Committee | Other Public Company Boards •Centene Corporation •Iron Mountain Incorporated Former Public Company Boards •Stamps.com •Perrigo Company plc | | Experience •President of the Capital Guardian Trust Company (2010-2016) •Board member, Capital Group (2005-2009); Capital Group Audit Committee; Capital Group Finance Committee (2013-2016); Chair of Capital International (North America) Proxy Committee; Capital Guardian Trust Company (North American) Management Committee member •Portfolio Manager at Capital Group (1990-2016 and analyst 1981-1990) Key Skills and Experience •Financial •Sales & Marketing •Risk Management •International Other •Director of BJC HealthCare •Trustee of Children’s Hospital Los Angeles Foundation; served as Director of Children’s Hospital Los Angeles (2004-2019; co-chair 2012-2015) •Director of the Edward Mallinckrodt, Jr. Foundation •Director of Research Corporation Technologies, Inc. •Trustee of the John Burroughs School, St. Louis (2018-2024) •Co-Chair of Tuft’s President Council (2016-2022) | |
Peter J. Arduini
Peter J. Arduini
Chair of the Compensation and Management Development Committee
Chair of the Compensation and Management Development Committee Director Since: 2016
Chair of the Compensation and Management Development Committee
| Board Committees •Compensation and Management Development Committee (Chair) | Other Public Company Boards •GE Healthcare Former Public Company Boards •Integra LifeSciences Holdings Corporation | | Experience •President and Chief Executive Officer at GE Healthcare, a medical technology and digital solutions innovator (2022-present) •President and Chief Executive Officer at Integra LifeSciences Holdings Corporation (2012-2021); President and Chief Operating Officer (2010-2012) •Corporate Vice President and President of Medication Delivery, Baxter Healthcare (2005-2010) •Previously spent 15 years at General Electric Healthcare in a variety of management roles for domestic and global businesses, culminating in leading the global functional imaging business Key Skills and Experience •Public Company CEO/CFO •Healthcare •Sales & Marketing •Financial Other •Board of Directors of AdvaMed (the Advanced Medical Technology Association) •Board of Directors of the National Italian American Foundation •Board of Trustees of Susquehanna University (2016-2022) | |
Chair of the Compensation and Management Development Committee
Deepak L. Bhatt, M.D., M.P.H., M.B.A. Director Since: 2022
Chair of the Compensation and Management Development Committee
| Board Committees •Science & Technology Committee •Compensation and Management Development Committee | Other Public Company Boards •None | | Experience •Director of Mount Sinai Fuster Heart Hospital and the Dr. Valentin Fuster Professor of Cardiovascular Medicine at the Icahn School of Medicine at Mount Sinai (2022-present) •Professor of Medicine at Harvard Medical School (2012-2022); Visiting Professor of Medicine at Harvard Medical School (2022-2024) •Executive Director of Interventional Cardiovascular Programs at Brigham and Women’s Hospital (2013-2022) •Cardiologist at Dana Farber Cancer Institute (2009-2022) •Chief of Cardiology at VA Boston Heathcare (2008-2013) •Held a number of roles of increasing responsibility at the Cleveland Clinic in Cleveland, Ohio, in addition to being an attending physician, including Associate Director of the Cleveland Clinic Cardiovascular Coordinating Center, Director of the interventional cardiology fellowship, and Associate Director of the cardiovascular medicine fellowship (2001-2008) Key Skills and Experience •Science/Technology/Innovation •Healthcare •Academia/Non-Profit Other •Former Member of the Board of Trustees of the American College of Cardiology | |
Chair of the Compensation and Management Development Committee
Julia A. Haller, M.D.
Chair of the Science & Technology Committee
Chair of the Science & Technology Committee Director Since: 2019
Chair of the Science & Technology Committee
| Board Committees •Science & Technology Committee (Chair) •Committee on Directors and Corporate Governance | Other Public Company Boards •Ophtea Limited •Outlook Therapeutics, Inc. Former Public Company Boards •Celgene Corporation •Eyenovia, Inc. | | Experience •Ophthalmologist-in-Chief of Wills Eye Hospital in Philadelphia, PA, where she holds the William Tasman, M.D. Endowed Chair (2007-present) •Professor and Chair of the Department of Ophthalmology at Sidney Kimmel Medical College at Thomas Jefferson University and Thomas Jefferson University Hospitals (present) •Member of the Johns Hopkins faculty, where she held the Katharine Graham Chair in Ophthalmology (until 2007) •Trained at the Wilmer Eye Institute at Johns Hopkins, where she served as the first female Chief Resident Key Skills and Experience •Academia/Non-Profit •Healthcare •Science/Technology/Innovation Other •Member of the National Academy of Medicine •Chair of the Board of Trustees for the College of Physicians of Philadelphia •Chair of the HEED Ophthalmic Foundation Board •President of the John Hopkins Medicine Alumni Society | |
Chair of the Science & Technology Committee
Manuel Hidalgo Medina, M.D., Ph.D. Director Since: 2021
Chair of the Science & Technology Committee
| Board Committees •Committee on Directors and Corporate Governance •Science & Technology Committee | Other Public Company Boards •Guardant Health, Inc. | | Experience •Professor of Medicine and Chief of Division of Hematology and Medical Oncology at Weill Cornell Medical College (2019-present) •Attending Physician at New York-Presbyterian Hospital (2019-present) •Associate Director, Clinical Services of Meyer Cancer Center, Weill Cornell Medical College (2019-2024) •Deputy Associate Director, Clinical Sciences at Dana Farber/Harvard Cancer Center (2015-2019) •Chief of Division of Hematology, Oncology and Director at Rosenberg Clinical Cancer Center of Beth Israel Deaconess Medical Center (2015-2019) •Professor of Medicine at Harvard University (2015-2019) Key Skills and Experience •Science/Technology/Innovation •Healthcare •Academia/Non-Profit •International Other •Director of Methods of Special Conference Clinical Cancer Research Course of American Association for Cancer Research (2018-2024) •Steering Committee of Pancreatic Cancer Action Network (2016-present) •Director of American Association of Cancer Research (2024-2027) •Director of Guardant Health (2024-present) | |
Michael R. McMullen
Michael R. McMullen Director Since: 2024
Michael R. McMullen
| Board Committees •Audit Committee •Compensation and Management Development Committee | Other Public Company Boards •KLA Corporation Former Public Company Boards •Agilent Technologies, Inc. •Coherent, Inc. | | Experience •Chief Executive Officer of Agilent Technologies, Inc. (2015-2024) •President and Chief Operating Officer of Agilent Technologies, Inc. (2014-2015) •Senior Vice President, Agilent and President, Chemical Analysis Group at Agilent (2009-2014) Key Skills and Experience •Public Company CEO/CFO •Science/Technology/Innovation •Healthcare •International •Digital Other •Board of Trustees, University of Delaware (2024-present) | |
Chair of the Audit Committee
| Board Committees •Audit Committee (Chair) •Compensation and Management Development Committee | Other Public Company Boards •Target Corporation •The Walt Disney Company •The Carlyle Group | | Experience •Executive Vice President of CVS Health, and President, Pharmacy Benefits Management Business of CVS Caremark (2018-2020) •Executive Vice President of Global Services (2010-2017) and Chief Financial Officer (2006-2017) of Eli Lilly and Company •Vice President and Controller (2003-2006) and various executive positions at Eli Lilly and Company (1990-2005) Key Skills and Experience •Public Company CEO/CFO •Financial •Healthcare •Risk Management •Digital Other •Director of Center for Leadership Development •Director of Tessera Therapeutics | |
Chair of the Audit Committee
| Board Committees •Compensation and Management Development Committee •Science & Technology Committee | Other Public Company Boards •None | | Experience •Principal Group Leader at the Francis Crick Institute in London (2017-present) •Chief Scientist of Cancer Research UK (2016-2022) •Director of the Cancer Research UK (CRUK) Beatson Institute in Glasgow (2002-2016) •Held leadership roles at the National Cancer Institute in Maryland (1995-2002) Key Skills and Experience •Academia/Non-Profit •Healthcare •Science/Technology/Innovation •International Other •Founder and Consultant of Faeth Therapeutics, Inc. •Member of the Science Advisory Boards of the Allison Institute (MD Anderson, Texas), Kovina Therapeutics, the Ludwig Institute for Cancer Research and Volastra Therapeutics •Fellow of the Royal Society •Foreign Member of the U.S. National Academy of Sciences •Former President of the British Association of Cancer Research | |
Phyllis R. Yale
Phyllis R. Yale Director Since: 2019 Age: 67
Phyllis R. Yale
| Board Committees •Audit Committee •Science & Technology Committee | Other Public Company Boards •Davita, Inc. | | Experience •Advisory Partner, Bain & Company (2010-present); Partner (1987-2010) •Since 1982, has served in a number of leadership roles and has been a leader in building Bain’s healthcare practice Key Skills and Experience •Financial •Risk Management •Healthcare •Academia/Non-Profit Other •Director of Aledade, Inc. •Member of the Advisory Board of the Health Policy and Management Department at the Harvard Chan School of Public Health •Member of the Board of The Trustees of Reservations, a conservation and preservation organization •Former director of Blue Cross Blue Shield of Massachusetts •Former member of the Advisory Board of Harvard Business School Healthcare Initiative | |
Phyllis R. Yale
| | We ask in Item 1 for your voting support so we can continue our important work and build on our significant successes in 2025. |
Phyllis R. Yale
How We Are Selected and Elected The BMS management team puts a great deal of thought into talent recruitment and retention, and as directors, we are similarly committed to identifying and attracting the best directors to serve the Company. In the subsections that follow, we describe our standards, policies and processes designed to achieve this goal.
Majority Vote Standard and Director Resignation Policy
Majority Vote Standard and Director Resignation Policy A majority of the votes cast is required to elect directors. To be eligible for nomination to the Board, all director nominees must submit an irrevocable resignation, contingent on (A) that person not receiving a majority of the votes cast in an election that is not a contested election, and (B) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, the Committee on Directors and Corporate Governance, without participation by any director tendering their resignation, will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board, without participation by any director tendering their resignation, will act on the resignation, taking into account the committee’s recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the shareholder vote. BMS will publicly disclose the Board’s decision and, if such resignation is rejected, the reasons for that decision in a broadly disseminated press release that will also be furnished to the U.S. Securities and Exchange Commission (SEC) on Form 8-K within 90 days after the certification of the shareholder vote. The Committee on Directors and Corporate Governance, in making its recommendation, and the Board, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.
Criteria for Board Membership
Criteria for Board Membership As specified in our Corporate Governance Guidelines, members of our Board should have broad experience in areas important to the operation and long-term success of BMS. These include areas such as business, science, medicine, finance/accounting, law, business strategy, crisis management, risk management, corporate governance, education or government. Board members should possess qualities reflecting integrity, independence, leadership, good business judgment, wisdom, an inquiring mind, vision, a proven record of accomplishment and an ability to work well with others. We generally restrict the number of other public company boards that non-employee directors and a director serving as chief executive officer can serve on to four and two, respectively, including our Board, and all of our directors are in compliance with these restrictions.
Director Independence
Director Independence Our Corporate Governance Guidelines provide that a substantial majority of Board members be independent from management. The Board observes all relevant criteria established by the SEC and the New York Stock Exchange (NYSE) and has adopted independence standards that meet the listing standards of the NYSE (See Exhibit A). The Board has determined that, except for Christopher Boerner, Ph.D., who is our Chief Executive Officer, each of our directors and each director nominee for election at this Annual Meeting is independent of BMS and its management.
Director Independence
| Independence | | 10 | | out of 11 director nominees are currently independent |
Process for Determining Independence
Process for Determining Independence In accordance with our Corporate Governance Guidelines, the Board undertakes an annual review of director independence. Under our Corporate Governance Guidelines and the NYSE listing standards, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company. In February 2025, the Board considered all commercial and charitable relationships of our independent directors and director nominees, including the following relationship, which was deemed immaterial under our categorical standards: •Mr. Arduini was appointed President and Chief Executive Officer of GE Healthcare in January 2022. BMS has a prior business relationship with GE Healthcare, pursuant to which we made ordinary course of business payments to GE Healthcare in 2024, including related to some early development and license agreements. All of the business dealings were entered into on terms no more favorable to GE Healthcare than terms that would be available to unaffiliated third parties under similar circumstances, and the payments made by BMS did not exceed the greater of $1 million or 2% of GE Healthcare’s consolidated gross revenues. The Board determined that none of our independent directors had any relationships that would impair their independence under the NYSE’s independence standards or otherwise.
Director Succession Planning and Identification of Board Candidates
Director Succession Planning and Identification of Board Candidates
Regular Assessment of Our Board Composition
Regular Assessment of Our Board Composition The Committee on Directors and Corporate Governance regularly assesses the appropriate size and composition of the Board. This assessment incorporates the results of the Board’s annual evaluation process, which are described more fully under “Annual Evaluation Process” beginning on page 22. The Committee also considers succession planning for its directors.
Identification and Selection of Director Nominees
Identification and Selection of Director Nominees In connection with the Board’s ongoing director identification process, the Committee on Directors and Corporate Governance, in consultation with the Board Chair, conducts an initial evaluation of prospective nominees against the established Board membership criteria discussed above. The Committee also reviews the skills of the current directors and compares them to the particular skills of potential candidates. In particular, the Board is committed to identifying and evaluating all highly qualified candidates for Board positions, including candidates with varied backgrounds, industry experiences and personal characteristics. In addition, the Committee annually evaluates each current director’s prior service on and contributions to the Board, which includes consideration of each director’s attendance, job responsibilities, service on other public company boards, and leadership positions on such boards prior to recommending a director or nominee for election to our Board. Candidates may come to the attention of the Committee on Directors and Corporate Governance through current Board members, third-party search firms, management, shareholders or others. Search firms together with management and directors develop a candidate profile that includes the relevant skills and experiences being sought at that time and incorporates the Board membership criteria. Prospective candidates are identified based on that profile. Additional information relevant to the qualifications of prospective nominees may be requested from third-party search firms, other directors, management or other sources. After this initial evaluation, prospective nominees may be interviewed by telephone or in person by the members of the Committee on Directors and Corporate Governance, the Board Chair, the Lead Independent Director and other directors, as applicable. After completing this evaluation and interview process, the Committee on Directors and Corporate Governance makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the full Board determines the nominees after considering the recommendation and any additional information it may deem appropriate. Following a robust process that began in 2023, Mr. McMullen was elected to join the Board, effective July 1, 2024. He was identified as a potential candidate for election to the Board by a third-party search firm retained by the Committee on Directors and Corporate Governance and was subsequently interviewed by members of the Board.
Compensation of Directors
Compensation of Directors
Director Compensation Program
Director Compensation Program We aim to provide a competitive compensation program to attract and retain high quality directors. The Committee on Directors and Corporate Governance (when used in this Compensation of Directors’ section, the “Committee”) annually reviews our non-employee directors’ compensation program, including a review of the director compensation programs at our executive compensation peer groups. For 2024 planning, we again engaged an outside consultant, Frederic W. Cook & Co., Inc. (“FWC”), to review market data and competitive information on director compensation. FWC recommended, and the Committee determined, that our executive compensation peer groups should be the primary source for determining director compensation. Upon reviewing FWC’s analysis in December 2023, considering our core non-employee director compensation program had been unchanged since 2022 and was between the 25th percentile and median of our peer groups, among other reasons, the Committee determined to increase the annual equity award for service as a director for 2024 by $10,000 to $210,000. The Board also determined to increase the member annual cash retainer for service on the Board by $5,000 to $110,000. These changes place director compensation near the median of our peer groups. The Committee submitted its recommendations for director compensation to the full Board for approval, and the full Board approved the changes. Dr. Boerner does not receive any additional compensation for serving as a director. The Committee believes the total 2024 compensation package for non-employee directors was reasonable, and appropriately aligned the interests of our directors with the interests of our shareholders by ensuring directors have an equity stake in BMS.
The Components of Our Non-Employee Director Compensation Program
The Components of Our Non-Employee Director Compensation Program In 2024, non-employee directors who served for the entirety of 2024 received:
The Components of Our Non-Employee Director Compensation Program
| Component | Value of Award | | Annual Retainer | $110,000 | | Annual Equity Award | Deferred Share Units valued at $210,000 | | Lead Independent Director Annual Retainer | $50,000 | | Committee Chair Annual Retainer | $25,000 | | Committee Member (not Chair) Annual Retainer – Audit Committee, Compensation and Management Development Committee, Committee on Directors and Corporate Governance, and Science and Technology Committee | $15,000 |
Annual Equity Award
Annual Equity Award On February 1, 2024, all non-employee directors serving on the Board at that time received an annual award of deferred share units valued at $210,000 under the company’s 1987 Deferred Compensation Plan for Non-Employee Directors, as amended (the “Plan”). These deferred share units are non-forfeitable at grant and are settleable solely in shares of BMS common stock upon retirement from the Board or at a future date previously specified by a director in accordance with the terms of the Plan. A new director on the Board who is eligible to participate in the Plan receives, on the date the director joins the Board, a pro-rata number of deferred share units based on the number of share units payable to participants as of the prior February 1.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation earned by our non-employee directors in 2024.
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | P. J. Arduini | 136,790 | 210,000 | 0 | 30,000 | 376,790 | | D. L. Bhatt, M.D., M.P.H., M.B.A. | 140,000 | 210,000 | 0 | 0 | 350,000 | | J. A. Haller, M.D. | 150,000 | 210,000 | 0 | 30,000 | 390,000 | | M. Hidalgo Medina, M.D., Ph.D. | 140,000 | 210,000 | 0 | 0 | 350,000 | | M. R. McMullen | 62,500 | 123,361 | 0 | 0 | 185,861 | | P. A. Price | 140,000 | 210,000 | 0 | 30,000 | 380,000 | | D. W. Rice | 150,000 | 210,000 | 0 | 30,000 | 390,000 | | T. R. Samuels | 200,000 | 210,000 | 0 | 30,000 | 440,000 | | G. L. Storch (5) | 69,044 | 210,000 | 0 | 10,000 | 289,044 | | K. H. Vousden, Ph.D. | 140,000 | 210,000 | 0 | 0 | 350,000 | | P. R. Yale | 140,000 | 210,000 | 0 | 30,000 | 380,000 |
Director Compensation Table
(1)Includes the annual retainer, committee chair retainers, committee membership retainers and Lead Independent Director retainer, as applicable. All or a portion of the cash compensation may be deferred until retirement, or a date specified by the director, at the election of the director. The directors listed in the below table deferred the following amounts in 2024, which amounts are included in the figures above. Mr. McMullen joined the Board effective July 1, 2024.
Director Compensation Table
| Name | Dollar Amount Deferred ($) | Percentage of Deferred Amount Allocated to U.S. Total Bond Index (%) | Percentage of Deferred Amount Allocated to Short Term Fund (%) | Percentage of Deferred Amount Allocated to Total Market Index Fund (%) | Percentage of Company Deferred Amount Allocated to Deferred Share Units (%)* | Number of Company Deferred Share Units Acquired (#) | | P. J. Arduini | 136,790 | 0 | 0 | 0 | 100 | 2,418 | | D. L. Bhatt, M.D., M.P.H., M.B.A. | 26,250 | 0 | 0 | 0 | 100 | 464 | | J. A. Haller, M.D. | 150,000 | 20 | 0 | 80 | 0 | 2,652 | | M. R. McMullen | 62,500 | 0 | 0 | 0 | 100 | 1,105 | | D. W. Rice | 150,000 | 0 | 0 | 0 | 100 | 2,652 | | T. R. Samuels | 200,000 | 0 | 0 | 0 | 100 | 3,536 | | G. L. Storch (5) | 69,044 | 0 | 0 | 0 | 100 | 1,221 | | P. R. Yale | 140,000 | 0 | 0 | 0 | 100 | 2,475 |
Director Compensation Table
*Per our share retention requirements, directors are required to defer at least 25% of their annual retainer until they meet our share retention requirement. Share retention requirements are evaluated at least quarterly and deferral amounts are appropriately adjusted from time to time to meet this requirement. (2)Represents aggregate grant date fair value under FASB ASC Topic 718 of deferred share unit awards granted during 2024. On February 1, 2024, each of the non-employee directors then serving as a director received a grant of 4,314.773 deferred share units valued at $210,000 based on the fair market value of our common stock of $48.67 on the grant date. On July 1, 2024, in connection with his appointment to the Board, Mr. McMullen received a pro-rated grant of 2,986.941 deferred share units valued at $123,361 based on the fair market value of our common stock on the grant date of $41.3. The aggregate number of deferred share units held by each of these directors as of December 31, 2024, is set forth below. In some cases, these figures include deferred share units acquired through elective deferrals of cash compensation.
Director Compensation Table
| Name | # of Deferred Share Units | | P. J. Arduini | 56,788 | | D. L. Bhatt, M.D., M.P.H., M.B.A. | 10,814 | | J. A. Haller, M.D. | 28,367 | | M. Hidalgo Medina, M.D., Ph.D. | 14,127 | | M. R. McMullen | 4,221 | | P. A. Price | 16,699 | | D. W. Rice | 26,841 | | T. R. Samuels | 52,749 | | G. L. Storch (5) | 50,141 | | K. H. Vousden, Ph.D. | 31,346 | | P. R. Yale | 30,796 |
Director Compensation Table
(3)There have been no stock options granted to directors since 2006 and except as noted below, no non-employee director had stock options outstanding as of December 31, 2024. On November 20, 2019, in connection with her appointment to the Board, effective upon the closing of the Celgene transaction, Dr. Haller’s stock options from Celgene were converted into BMS stock options. The aggregate number of shares of BMS common stock underlying stock options held by Dr. Haller as of December 31, 2024, is set forth below:
Director Compensation Table
| Name | # of Shares Underlying Stock Options | | J. A. Haller, M.D. | 83,469 |
Director Compensation Table
(4)Amounts include company matches of charitable contributions under our matching gift programs. (5)Mr. Storch retired from the Board effective May 7, 2024.
Director Compensation Table
| Message from Peter J. Arduini Chair of the Compensation and Management Development Committee | |
Director Compensation Table
This is the first time that I write to you on behalf of the Compensation and Management Development Committee (when used in this Compensation Discussion & Analysis (“CD&A”), the “Committee” or “CMDC”). As you have seen throughout this Proxy Statement, last year marked the start of a transformational journey for BMS. Having the right individuals in place throughout the organization is critical to the company’s current and future success, particularly as we navigate changes to a complex and competitive industry and the loss of exclusivity on multiple products. In 2024, the Committee maintained a clear focus on our people, teams and culture and advanced its important work to ensure BMS can retain, motivate, reward, and attract the best possible talent to execute our strategy. When we engage with management and review compensation and development programs, we do so through the lens of supporting the company’s continued transformation. This is why we thoughtfully design and deploy rewards and compensation structures that appropriately incentivize strong strategic execution. An executive’s compensation should be directly tied to the work he or she does to help the company carry out its strategy and create value for shareholders. We have structured our executive compensation programs with this in mind, and we’re proud of the shareholder support our recent pay proposals have generated. BMS management in 2024 was guided by a commitment to near-term execution meant to build the foundation for long-term, sustainable growth and value creation. The company, under management’s direction, made meaningful strides in advancing and expanding the Growth Portfolio. It achieved several clinical and regulatory milestones, including the U.S. approval and launch of Cobenfy and the U.S. approval of Opdivo Qvantig. With a focus on long-term growth, management prioritized R&D productivity and high-value science while simultaneously pursuing operational excellence throughout the organization. The company strategically allocated capital — paying down debt and harnessing strong cash flow to invest in internal and external innovation and return cash to shareholders. Further, the company closed and integrated multiple acquisitions that added new assets and capabilities and enhanced its innovation engine. Through these actions, the management team demonstrated its commitment to making BMS one of the sector’s fastest-growing companies by the end of the decade. The CMDC and the Board believe our current compensation programs are appropriately tailored to foster this commitment and drive continued strategic execution. Following regular review, the CMDC updated aspects of the 2024 compensation program, including the addition of the Growth Portfolio revenue metric to the annual incentive plan. Importantly, we also removed the individual performance component from this plan for senior executives, meaning payouts are now solely based on overall company performance. For the long-term incentive plan, Growth Portfolio revenue is also the revenue metric, and is aligned with the company’s long-term priorities of revenue renewal and R&D productivity and efficiency. My predecessor, in his final letter as Chair, outlined the thorough, multi-year planning process that led to Chris’s selection as CEO, and the CMDC’s role in that process. Succession planning is a key part of our remit, and a responsibility that the Committee and the full Board take seriously. But, our focus on succession planning does not stop at the CEO or the broader management team. It’s about building and nurturing a top-notch talent pipeline across key positions and business units to guarantee there is never a break in our ability to execute against our strategy. This is particularly important following acquisitions, including the Karuna Therapeutics, RayzeBio, and Mirati transactions that closed in 2024, as new leaders and new talent enter the company. With this in mind, the Sustainability Scorecard component of our annual program included a metric to enhance the inclusive leadership capabilities of our executives through participation in learning experiences focused on inclusive talent practices and engagement. This supports a strong culture that encourages engagement and leads to greater employee productivity, satisfaction and retention. Shareholder engagement continues to be a critical avenue for the Board to collect thoughts and suggestions on how company leaders are paid and incentivized, among other items. For example, we know through ongoing outreach that there is interest among investors in ensuring executive compensation stays aligned with company strategy and is appropriately balanced between fixed and variable compensation. It is something we are constantly evaluating, ensuring our compensation program maintains proper alignment with creating shareholder value. As the external environment shifts and new opportunities and challenges arise, we will continue seeking stakeholders’ perspectives on executive pay and make adjustments as needed. In closing, I would like to share my appreciation for our employees and the work they do every day for our patients. On behalf of the Board and all BMS employees, thank you for your support of our compensation programs and company. Peter J. Arduini Chair, Compensation and Management Development Committee Compensation Discussion and Analysis
Highlights of 2024 Compensation Program
| Annual Incentive (Paid in cash) | | Non-GAAP Operating Income New for 2024 | Critical measure of annual profitability, aligning our employees with our shareholders | | •No individual performance component. Payout based solely on the company performance | | | | Growth Portfolio Revenue New for 2024 | •Foundation of long-term sustainable growth and competitive superiority. •Increases focus on strategic priority of revenue renewal. | | | | | | Pipeline | Near-Term Value | Have evolved to: •Drive improved decision- making and operational rigor •Ensure alignment with company’s portfolio | | | | | | Long-Term Growth Potential | | | | | | | Qualitative Overlay | | | | | | Sustainability Scorecard | Aligned to our commitments on sustainability and social impact | | |
Highlights of 2024 Compensation Program
| Long-Term Incentive (Paid in shares) | Performance Share Units | •Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Non-GAAP Operating Margin (25%), Growth Portfolio Revenue (40%) and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year performance period. | Market Share Units | •Rewards stock price appreciation, inclusive of the value of dividends accumulated during the performance period •Important component of attracting specialized talent •Rewards creation of incremental shareholder value •Promotes retention while maintaining pay-for-performance link |
Executive Compensation Philosophy and Principles
| In 2024, the Committee reviewed how all the elements of our compensation program design worked together, focusing on the balance between short-term and long-term compensation and performance, top-line and bottom-line results, absolute and relative factors, and internal and market-based performance metrics. In evaluating 2024 performance, the Committee determined that the compensation of our executives appropriately reflects: •our financial and operational results; •the execution and advancement of the company’s long-term strategy in 2024; •the Committee’s holistic assessment of the performance of our executives in working together towards the achievement of our most critical company priorities; and •the execution of key regulatory milestones to renew our portfolio. We believe that the link between our compensation program design and the execution of our strategy will continue to create sustainable long-term value for shareholders. |
Executive Compensation Philosophy and Principles
| | Competitive Compensation | •We operate in a highly complex and competitive business environment that requires that we attract, retain and engage executives capable of leading our business. •By providing compensation that is competitive with our peer companies, we reduce the risk that our competitors can successfully recruit our executives. We are also able to maintain the highest ongoing levels of engagement of these talented executives to facilitate and sustain high performance. | | | Pay for Performance | •We structure our compensation program to closely align the interests of our executives with those of our shareholders. •We believe that an executive’s compensation should be directly tied to helping us achieve our mission and deliver value to our shareholders. Therefore, a substantial portion of our executives’ compensation is variable and at risk based on operational, financial, strategic and share price performance. |
Benchmarking Analysis and Compensation Peer Groups
Benchmarking Analysis and Compensation Peer Groups
Benchmarking Approach
Benchmarking Approach In general, our executive compensation program seeks to provide total direct compensation (base salary plus target annual incentive award, plus the grant date fair value of annual long-term equity incentive awards) at the median of our primary peer group and/or the Willis Towers Watson Pharmaceutical Human Resources Association Executive Compensation Survey (the “PHRA Survey”) peers (as defined below) when targeted levels of performance are achieved. In any given year, however, total direct compensation for a particular executive may be above or below the median of our primary peer group due to multiple factors. These factors include qualifications, experience, responsibilities, contributions, role criticality and/or potential as well as attracting and retaining talent within the highly competitive biopharmaceutical industry. Providing competitive pay when targeted levels of performance are achieved allows us to attract and retain the talent we need to continue driving performance, while enabling us to maintain a competitive cost base with respect to compensation expense.
Benchmarking Process
Benchmarking Process The Committee’s independent compensation consultant annually conducts and shares with the Committee a review of compensation for our Named Executive Officers, including compensation information compiled from publicly filed disclosures of our primary and extended peer groups as well as the PHRA Survey. Pay levels of our primary and PHRA Survey peers, among other factors, are used as a reference point when determining individual pay decisions (i.e., base salary levels, target annual incentive levels and long-term equity incentive award size). For 2024, the independent compensation consultant was Farient Advisors LLC (“Farient”). The market data, as applicable, is determined for our CEO and CFO and our other NEOs based on the prior year’s compensation and is reviewed by the Committee to inform compensation decisions made in March of each year as follows:
Benchmarking Process
| | Data Source | Weighting | | CEO and CFO | Blended Peer Proxy and PHRA Survey Data | 50% Proxy Data and 50% Survey Data | | Other NEOs | PHRA Survey Data | 100% Survey Data |
2024 Peer Groups
2024 Peer Groups We regularly monitor the composition of our peer groups and make changes when appropriate. The Committee, with the support of Farient, reviewed our peer groups in 2024 and recommended two changes to the primary peer group to support the 2025 benchmarking process: (i) removal of Biogen and (ii) addition of Regeneron. Our peer groups in 2024 consisted of the following companies:
2024 Peer Groups
| | | Company Name | BMS Peer Group | PHRA Survey Group | | | | AbbVie Inc. | ü | ü | | | | Amgen Inc. | ü | ü | | | Primary Peer Group | Biogen | ü | | | | | Eli Lilly and Company | ü | ü | | Extended Peer Group1 | | Gilead Science | ü | ü | | | | Johnson & Johnson | ü | ü | | | | Merck & Co. | ü | ü | | | | Pfizer Inc. | ü | ü | | | | AstraZeneca PLC | ü | ü | | | | GlaxoSmithKline PLC | ü | ü | | | | Roche Holding AG | ü | ü | | | | Novartis AG | ü | ü | | | | Sanofi | ü | ü | | | | Takeda Pharmaceutical Co. | | ü |
2024 Peer Groups
(1)Our extended peer group includes the primary peer group plus the five listed companies based outside the U.S. Primary Peer Group and PHRA Survey Peers: The Committee believes the companies included in our 2024 primary peer and PHRA Survey peer groups are appropriate given the unique nature of the biopharmaceutical industry. The companies from these two groups represent our primary competitors for executive talent and operate in a similarly complex regulatory and research-driven environment. In determining our peer groups, we believe emphasis should be placed on whether a company competes directly with us for the specialized talent necessary to further drive our success in creating the leading global biopharmaceutical company. We also consider company size in determining our peer groups. In particular, BMS’ revenue approximates the median 2024 revenue of our primary peer group. The median revenue of our primary and extended peer groups were $44.2 and $46.7 billion, respectively. Extended Peer Group: We also selectively utilize an extended peer group, which comprises the eight companies in our primary peer group plus five companies based outside the U.S. This extended peer group as well as PHRA Survey data serves as an additional reference point for compensation practices, including an understanding of the competitive pay environment as it relates to the global nature of both our business and the competition for talent. Our extended peer group is also used to determine the relative Total Shareholder Return (“TSR”) component of our performance share unit and market share unit awards.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant For 2024, the Committee retained Farient as its independent compensation consultant to provide executive compensation services to the Committee. Farient reported directly to the Committee, and the Committee directly oversaw the fees paid for services provided by Farient. The Committee instructed Farient to give advice to the Committee independent of management and to provide such advice for the benefit of our company and shareholders. Farient did not provide any consulting services to BMS beyond its role as compensation consultant to the Committee. In 2024, Farient provided the following services: •reviewed and advised on the composition of the peer group used for competitive benchmarking; •participated in the review of our executive compensation program; •provided an assessment of BMS senior executive pay levels and practices relative to peers and other competitive market data; •provided an annual analysis of industry trends among the peers and best practices related to pay program design and other program elements; •consulted on incentive plan design and compensation packages for senior executives; •reviewed and advised on all materials provided to the Committee for discussion and approval; and •attended all of the Committee’s regularly scheduled and special meetings in 2024 at the request of the Committee, and also met with the Committee chair without management present. The Committee reviews the independence of its compensation consultant annually in accordance with its charter, applicable SEC rules and NYSE listing requirements. After review and consultation with Farient, the Committee determined that Farient was independent, and there was no conflict of interest resulting from retaining Farient during the year ended December 31, 2024.
2024 Target Compensation Benchmarks
2024 Target Compensation Benchmarks Dr. Boerner’s target compensation approximated the 35th percentile of Chief Executive Officers within our primary peer and PHRA Survey peer groups. The Committee believes Dr. Boerner's compensation package positions him appropriately among his peers when considering multiple factors, including his tenure as an executive officer and our CEO and provides opportunities for growth. On average, our other Named Executive Officers were generally around the 75th percentile of our primary peer and PHRA Survey peer groups, as applicable, with some variation by position. The following charts provide an overview of the 2024 executive compensation components for the CEO and other NEOs, as originally granted and excluding one-time awards, and highlights the percentage of target compensation that is variable and at risk.
2024 Target Compensation Benchmarks
| 2024 CEO Target Pay Mix | | |
2024 Target Compensation Benchmarks
| CEO target compensation approximated the 35th percentile of our primary peer and PHRA Survey peer groups. | | | 91% | 78% | | of target pay is performance-based and at risk | of target pay delivered in long-term equity incentives with three-year vesting |
2024 Target Compensation Benchmarks
| Average NEO Target Pay Mix (Excl. CEO) | | |
2024 Target Compensation Benchmarks
| Average NEO target compensation generally around the 75th percentile of our primary peer and PHRA Survey peer groups for the CFO and PHRA Survey peers only for other NEOs. | | | 84% | 68% | | of average NEO target pay is performance-based and at risk | of average NEO target pay delivered in long-term equity incentives with three-year vesting |
2024 Target Compensation Benchmarks
This target pay mix supports the core elements of our executive compensation philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, thus aligning our executive compensation program with our business strategy. The following sections discuss the primary components of our executive compensation program and provide detail on how specific pay decisions were made for each NEO in 2024.
Components of Our 2024 Compensation Program
| Core Components of our 2024 Executive Compensation Program for NEOs: | | | | | Components: | Purpose: | | | Base Salary | Fixed component of pay that is reflective of qualifications, experience and role impact; is aligned with comparable positions within our peer groups | | | Annual Incentive Plan | Rewards annual company performance on key financial and strategic priorities | | | Long-Term Incentive Program, comprising: •Performance Share Units •Market Share Units | Aligns executives’ interest with those of our shareholders and focuses executives on the execution of our long-term strategy; awards are 100% performance-based and at risk |
Annual Incentive Plan
Annual Incentive Plan Our annual incentive plan is designed to reward performance that supports our business strategy of creating the leading biopharmaceutical company and our mission to help patients prevail over serious diseases. The annual incentive plan aligns with our business strategy and mission by sharpening management’s focus on key financial, pipeline and sustainability goals. Starting in 2024, the annual incentive plan was updated to remove the individual performance factor from the calculation of our NEO’s and senior executive payouts. This important change reinforces the necessity for our senior leaders to work together on the achievement of our most critical priorities, which are represented by our company performance goals. Namely, executives must advance our long-term strategic priorities to focus on transformational medicines where we have a competitive advantage, drive operational excellence, and strategically allocate capital for long-term growth and shareholder returns. Each NEO’s target annual incentive is expressed as a percentage of base salary, which is set at a level to ensure competitive total direct compensation. Annual incentive awards for each NEO are determined by evaluating company performance (as measured by the Company Performance Factor). The maximum annual incentive opportunity for each NEO is 200% of target. The Company Performance Factor can range from 0% to 200%, based on financial achievements, pipeline results and sustainability outcomes. The graphic below illustrates the calculation used to determine annual incentive awards.
Annual Incentive Award Calculation for Named Executive Officers
Annual Incentive Award Calculation for Named Executive Officers
Annual Incentive Award Calculation for Named Executive Officers
| Target Annual Bonus (As percentage of NEO base salary)X | Company Performance Factor (Based on achievement of financial, pipeline and sustainability metrics) | = | Annual Bonus |
Annual Incentive Award Calculation for Named Executive Officers
The target annual incentive for each NEO is expressed as a percentage of the executive’s base salary. If mid-year salary and/or target bonus percentage adjustments are made, the target annual incentive award will include the pro-rated impact of the adjustments.
Performance Metrics Underlying the Company Performance Factor
Performance Metrics Underlying the Company Performance Factor Our 2024 annual incentive plan design has the following corporate-wide measures, which apply to all employees at the level of Senior Vice President and above (SVP+), including our Named Executive Officers.
Performance Metrics Underlying the Company Performance Factor
| 2024 Metric and Weighting | What It Is | Why It Is Important | | Operating Income | Non-GAAP Operating Income Total Revenue minus Cost of Goods Sold (COGS) minus Operating Expenses | A critical measure of annual profitability aligning our employees’ interests with those of our shareholders | | Growth Portfolio Revenue | Growth Portfolio Revenue excludes certain key loss of exclusivity (LOE) brands such as Revlimid, Eliquis, Pomalyst, Sprycel and Abraxane. Revenues minus reserves for returns, discounts, rebates and other adjustments; excludes impact of foreign exchange •Near-Term Value •Submissions and approvals Long-Term Growth Potential •Qualitative Overlay | A measure of top line growth that creates a foundation of long-term sustainable growth and competitive superiority Increases focus on strategic priority of revenue renewal Have evolved to: •Drive improved decision-making and operational rigor •Ensure alignment with company’s portfolio | | Pipeline | | | | Sustainability Scorecard | •Environmental Reflects progress towards environmental commitments •Human Capital Management and Social Responsibility Reflects progress on patient access, enhancement of leadership capabilities and employee inclusive engagement trends | Aligns to BMS commitments on sustainability and social impact goals |
Financial and Pipeline Metric Target Setting Considerations
Financial and Pipeline Metric Target Setting Considerations At the beginning of each year, the Committee undertakes an incentive target setting process to establish targets that it believes will motivate our executives appropriately to deliver the high performance that drives shareholder value creation in both the short- and long-term. When establishing targets and goals each year, the Committee considers budget, operational priorities, long-term strategic plans, historical performance, product pipeline and external factors, including external expectations, competitive developments, and the regulatory environment, among other things. Threshold, target, and maximum performance goals are evaluated independently and are set to provide appropriate awards across a wide but reasonable set of performance outcomes. When establishing our financial targets and our revenue target in particular, we consider expected product price increases. Financial targets are: •Predefined; •Target performance goals that are aligned with financial guidance and our operating plan; •Tied to the key financial objectives of the company; and •Aligned with industry benchmarks on speed of commercial launch and expected market adoption. Pipeline performance targets are: •Set in collaboration with the S&T Committee; •Aligned with the company’s strategic plans, productivity initiatives, including a multi-year restructuring plan, and key value drivers; •Aligned with industry benchmarks on typical clinical study duration and regulatory approval timelines; •Separated into two performance categories, “Near-Term Value” and “Long-Term Growth Potential,” subject to a qualitative overlay; and •Reflective of annual milestones that link short-term outcomes to long-term strategic R&D priorities (milestones for higher-value assets are emphasized in goal setting to provide a framework that assesses not only quantity, but also quality and impact of milestones). The S&T Committee also identifies those highest-value assets and the integration of acquired assets, among other factors, the importance of which will inform the application of a qualitative overlay. The Committee set incentive targets in the first quarter of 2024 in consideration of anticipated performance, in line with financial guidance provided to the market in early 2024 and in line with commercial, pipeline and sustainability expectations. Thereafter, we met or exceeded financial and operational goals in certain key areas, including revenues, non-GAAP earnings, regulatory and development milestones, important business development activities, and expense management, resulting in an update to financial guidance to the market for the year to reflect these changes.
2024 Annual Incentive Targets
2024 Annual Incentive Targets
2024 Annual Incentive Targets
| Metric | 2024 Target (1) | Bonus Program Weight | | | | | SVP+ (2) | All Others | | Non-GAAP Operating Income ($M) | $17,500 | 30% | 30% | | Growth Portfolio Revenue (Ex-FX) ($M) | $22,500 | 35% | 35% | | Pipeline (1) | 3 | 25% | 25% | | Sustainability Scorecard (1) | 3 | 10% | — | | Individual Performance | — | — | 10% | | Total | | 100% | 100% |
2024 Annual Incentive Targets
(1)Pipeline and Sustainability Scorecard performance metrics are determined on a scale of 1 to a maximum of 5. (2)For our employees at the level of SVP+, including our NEOs, 10% of the company performance factor was based on a Sustainability Scorecard metric.
2024 Long-Term Incentive Program Grants
2024 Long-Term Incentive Program Grants
Long-Term Incentive Program
Long-Term Incentive Program Our long-term incentive program employs only performance-based equity for our Named Executive Officers and is designed to promote creation of sustainable long-term value for shareholders by focusing on strong year-to-year financial and operational performance, and on the development and advancement of our pipeline over the long-term. Additionally, the design of our long-term equity incentive program promotes organizational alignment with our business strategy and serves as a retention lever, through vesting and payout over a three-year period.
The Committee’s Process for Granting Annual Long-Term Incentive Awards
The Committee’s Process for Granting Annual Long-Term Incentive Awards Long-term incentive awards are typically approved each year on the date the Committee and full Board meet during the first week of March with a grant effective date of March 10. We believe that consistent timing of equity award grants is good corporate governance and reduces the risk of selecting a grant date with a preferential stock price. For 2024, the Committee established annual equity award ranges for our Named Executive Officers, other than the CEO based on competitive market levels, among other factors. The CEO’s long-term equity incentive award level is assessed by the Committee and the Board annually. Once the grant value is established for each executive, 60% of the value is awarded as Performance Share Units (or “PSUs”) and 40% is awarded as Market Share Units (or “MSUs”). In determining the size of the individual long-term equity incentive awards granted to our Named Executive Officers in March 2024, the Committee considered the annual equity award ranges, the executive’s performance in the prior year as well as ways to motivate our Named Executive Officers to focus on the company’s long-term performance. Given that each year’s awards have an overlapping performance period from the prior year, we believe these awards provide the right balance between short-term and long-term focus. Dr. Boerner’s long-term equity incentive award as CEO is determined annually by the Committee and the Board based on competitive benchmarks and his performance and contributions. Dr. Boerner’s March 2024 award took into account his strong performance during 2023 and a long-term equity incentive opportunity that was commensurate with his role as CEO and the competitive market pay for that position. In 2024, we continued to offer two long-term award vehicles, each of which served a different purpose: •Performance Share Unit Awards: rewards the achievement of key three-year end-to-end financial goals (non-GAAP Operating Margin and Growth Portfolio Revenue) and the value created for shareholders as measured by relative TSR CAGR over a three-year period ending in the first quarter of the applicable payout year. •Market Share Unit Awards: rewards the creation of incremental shareholder value over a three-year period.
2024 Equity Incentive Program Summary
2024 Equity Incentive Program Summary
2024 Equity Incentive Program Summary
| | Performance Share Units (PSUs) | Market Share Units (MSUs) | | Proportion of Annual Grant | 60% | 40% | | Metrics & Weighting | •Non-GAAP Operating Margin: 25% •Growth Portfolio Revenue (Ex-FX): 40% •3-Year Relative TSR CAGR: 35% | Stock price appreciation or depreciation, inclusive of the value of dividends accumulated during the performance period, from the grant date (Total Return) | | Performance Period | •Financial Metrics: 3-year (2024-2026) •Relative TSR CAGR: 3-year (March 10, 2024 to February 28, 2027) | 3-year (March 10, 2024 to February 28, 2027) | | Min / Max Payout (% of Target Units) | 0% / 200% | 0% / 225%* | | Vesting | 3‑Year Cliff (3rd anniversary of grant date) | 3-Year Cliff (3rd anniversary of grant date) |
2024 Equity Incentive Program Summary
*The minimum Total Return achievement required to earn any shares from MSUs is 80% of the grant date stock price. Additionally, rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on the TSR percentile rank. The payout factor is the greater of Total Return and rTSR Floor.
2024 Performance Share Unit Awards
2024 Performance Share Unit Awards The Performance Share Unit Awards made in 2024 are focused on motivating executives to deliver long-term top-line growth and improved margins, while also focusing on delivering shareholder value at a rate faster than our industry peers. For the 2024 PSU awards, the following metrics and goals were applied. Payouts are interpolated for performance between threshold, target and maximum.
2024-2026 PSU Payout Schedule
2024-2026 PSU Payout Schedule
2024-2026 PSU Payout Schedule
| | 2024-2026 Cumulative Non-GAAP Operating Margin (25%) | | 2024-2026 Cumulative Growth Portfolio Revenue (Ex-FX) (40%) | | 3-Year Relative TSR CAGR (35%) | | | | Achievement (%) | Payout (%) | Achievement (%) | Payout (%) | TSR CAGR Percentile | Payout (%) | | Maximum | 105% | 200% | 110% | 200% | 5% Above 50 %ile | 200% | | Target | 100% | 100% | 100% | 100% | 50 %ile | 100% | | Threshold | 90% | 50% | 90% | 50% | 5% Below 50 %ile | 50% | | Below Threshold | <90% | 0 | <90% | 0 | More than 5% Below 50 %ile | 0 |
2024-2026 PSU Payout Schedule
For the non-GAAP Operating Margin and Growth Portfolio Revenue metrics, the targets were set using the Board-approved three-year operating plan. Our Board assessed the rigor of the targets and found that they were appropriate. In addition, our Board assessed the maximum and threshold achievement levels for each of these metrics and found that they were appropriate relative to the intended motivational effect of PSUs.
2024-2026 MSU Payout Schedule
2024-2026 MSU Payout Schedule
2024-2026 MSU Payout Schedule
| | 3-Year Total Return | | 3-Year rTSR Floor | | | | Total Return Achievement (%) | Payout (%) | rTSR Achievement (%ile) | Payout (%) | | Maximum | 225% | 225% | Greater or Equal to 75 %ile | 100% | | Target | 100% | 100% | Between 50 %ile and 74.99 %ile | 50% | | Threshold | 80% | 80% | Below 50 %ile | 0% | | Below Threshold | <80% | 0% | | |
2024-2026 MSU Payout Schedule
Total Return is a ratio of the 10-day average closing stock price on the measurement date, inclusive of the value of accumulated dividends, divided by the 10-day average closing stock price on the grant date (March 10). The measurement date is the February 28 immediately preceding the vesting date. The minimum Total Return performance that must be achieved to earn any payout is 80% of the grant date stock price. The maximum payout factor on Total Return is 225% of target. Payouts are interpolated for performance between threshold, target and maximum. rTSR Floor performance is based on the TSR percentile rank among our peer companies such that a (i) TSR percentile rank below the 50th percentile yields a 0% payout, (ii) TSR percentile rank between the 50th and 74.99th percentiles yields a 50% payout, and (iii) TSR percentile rank at or above the 75th percentile yields a 100% payout. TSR Percentile Rank means the ranking of the company’s TSR (stock price appreciation or depreciation plus reinvestment of dividends) versus peer companies, expressed as a percentile ranking. There is no interpolation between these distinct points. At vest, a payout factor is applied to the target number of MSUs to determine the total number of units vesting. If our Total Return increases during the performance period, both the number of units and value of shares that vest increases. If our Total Return declines during the performance period, both the number of units and value of shares that vest decreases. If both our Total Return performance is below 80% and rTSR Floor is below 50th percentile, then the award will be forfeited.
Other Elements of 2024 Compensation
| Other Elements of 2024 NEO Compensation | | Post-Employment Benefits •Change-in-Control Arrangements •Severance Plan •Non-Qualified Pension Plan (applicable only to Ms. Leung. The qualified Pension Plan was terminated on February 1, 2019) •Qualified and Non-Qualified Savings Plans | | Other Compensation | | •Perquisites: Financial Planning and Executive Physicals |
Change-in-Control Arrangements
Change-in-Control Arrangements We have entered into change-in-control agreements with certain executives including the CEO and other NEOs. These agreements enable management to evaluate and support potential transactions that might be beneficial to shareholders even though the result would be a change-in-control of BMS. Additionally, the agreements provide for continuity of management in the event of a change-in-control. It is our policy that our agreements require a “double-trigger” before any payments are made to an executive. This means that payments are only made in the event of a change-in-control and subsequent involuntary termination or termination for good reason by the employee within either 36 months or 24 months after a change-in-control. We do not gross up compensation on excess parachute payments for any of our executives, including our Named Executive Officers and it will continue to be our policy on a go-forward basis not to enter into any gross-up arrangements with any of our Named Executive Officers. If a change-in-control occurs during the term of the agreement, the agreement will continue in effect for either 36 months or 24 months beyond the month in which such change-in-control occurs, as applicable. The value of this benefit for our Named Executive Officers is provided in the “Post-Termination Benefits” section beginning on page 89.
Severance Plan
Severance Plan The Bristol Myers Squibb Senior Executive Severance Plan is intended to provide a competitive level of severance protection for certain senior executives (including our Named Executive Officers) to help us attract and retain key talent necessary to run our company.
Severance Plan
| | The value of this benefit for our Named Executive Officers is shown in the “Post-Termination Benefits” section beginning on page 89. |
2024 Executive Performance Assessment and Compensation Payout Summary
2024 Executive Performance Assessment and Compensation Payout Summary The Committee noted the following with respect to each of our NEOs’ contributions in 2024. These contributions, as well as each executives’ demonstration of the BMS Values of Accountability, Inclusion, Innovation, Integrity, Passion and Urgency, are taken into account when determining target pay and equity grant values, making career and succession planning decisions and establishing development plans. In addition, the Committee has the discretion to adjust payouts negatively if an executive fails to meet critical performance objectives or does not demonstrate the BMS Values. For Dr. Boerner, in the role of Chief Executive Officer, the Committee considered: •performance against financial targets established at the beginning of the year, including total revenue, Growth Portfolio revenue, Non-GAAP EPS and Operating Margin, noting that the company exceeded these financial targets and delivered strong results for the Growth Portfolio and Legacy Portfolio, which supported meaningful progress towards strengthening our growth profile and establishing a younger and more diversified portfolio (together, the “2024 Financial Performance”); •the exceptional clinical and regulatory performance, including successfully launching new medicines and indications, approval of new indications for late-stage assets, and positive clinical trials’ readouts, including: (i) approval and launch of Cobenfy, which represents the first new mechanism of action in schizophrenia in decades and the potential to expand into multiple additional indications, the twelfth new medicine since 2019; (ii) receiving 23 approvals from the FDA and other international regulatory authorities, including for Opdivo Qvantig for the subcutaneous formulation of nivolumab across most previously approved adult, solid tumor Opdivo indications, Reblozyl for expanded approval in the E.U. to include the first-line treatment of adult patients with transfusion-dependent anemia, Breyanzi for U.S. approval to expand into follicular lymphoma and mantle cell lymphoma, and Krazati in combination with cetuximab, for the treatment of adult patients with KRASG12C-mutated locally advanced or metastatic colorectal cancer; (iii) successfully executing 20 regulatory submissions, including: (A) U.S. and E.U. submissions for subcutaneous nivolumab for 2L RCC; (B) E.U. submission of Opdivo + Yervoy for 1L MSI-High CRC; and (C) E.U. submission of Opdivo for peri-adjuvant NSCLC, substantially achieving all high-value submission and approval goals; and (iv) achieving pivotal, positive clinical trial results, exceeding our 2024 long-term growth goals for Priority Study Execution, Proof of Concept Decisions, and achieving our goal for IND approvals, ensuring the long-term sustainability of our pipeline (together, the “2024 R&D Performance”); •completion of the closing and integration of the Mirati and Karuna acquisitions, with Mirati strengthening and diversifying our oncology portfolio and Karuna re-establishing our presence in neuroscience with Cobenfy, and developing and implementing an effective operating model for RayzeBio to further enhance our oncology portfolio with the addition of an important radiopharmaceutical capability (together, the “2024 Business Development Transactions”); •his exhibition of extraordinary leadership in shaping and executing a well-articulated vision and strategy for the company with a strong leadership team to support the company’s continued transformation, including through driving operational excellence and a high-performance inclusive culture; and •the launch of ASPIRE strategy to advance access for patients in low- and middle- income countries to gain access to potentially life-saving medicines, and creation of a new health equity strategy focused on overcoming the geographic and socio-economic barriers to treatment in a sustainable way. The Committee also considered the progress made on our overall Sustainability and Social Impact priorities described in more detail beginning on page 72. Overall pipeline performance and key milestones are described in more detail on page 70. For Mr. Elkins, in the role of Chief Financial Officer, the Committee considered his: (i) contribution toward the company’s 2024 Financial Performance, noting strong performance for our initiative to achieve $1.5 billion in cost savings by the end of 2025, the majority of which were realized in 2024, and is primarily being reinvested to fund innovation and drive growth; (ii) leadership in forecasting key drivers of performance to maximize strategic allocation of resources, including driving a consistent, balanced approach to capital allocation focused on prioritizing investment for growth through business development, debt reduction, including the repayment of $6 billion in debt consistent with our commitment to pay down approximately $10 billion of debt by 2026, along with a commitment to the dividend and share repurchase; (iii) critical role supporting the 2024 Business Development Transactions, including through financial assessments, diligence, oversight of deal financing arrangements, integration planning, including related to organizational design, synergy capture and talent management; (iv) role in building and maintaining a strong financial foundation that provides flexibility to pursue strategic opportunities and return capital to shareholders; and (v) leadership evolving an integrated and effective finance organization that is poised to support execution of the company’s strategy. For Dr. Hirawat, in the role of Chief Medical Officer, Head of Development, the Committee considered his: (i) leadership of the drug development organization which led to the exceptional 2024 R&D Performance, including the substantial achievement of all high value milestones for submissions and approvals and achievement of 23 additional priority studies; (ii) significant oversight of portfolio prioritization efforts, including substantial progress against key enterprise initiatives designed to support acceleration of our R&D engine, enhance productivity and efficiency to help identify assets with an increased probability of making it to market faster; and (iii) exceptional role in building and strengthening the drug development organization, including through creatively navigating regulatory challenges and patient needs, aligning team goals and accelerating clinical trial timelines by transforming ways of working and developing critical talent, which provide necessary support to enhance and diversify the company’s portfolio as we navigate a period of losses of exclusivity. Overall pipeline performance and key milestones are described in more detail on page 70. For Ms. Leung, in the role of General Counsel, the Committee considered her: (i) critical role in providing strategic support and advice to our Board and management; (ii) proactive role in managing key legal issues involving the Company, including our intellectual property and product pricing in a period of increased competition and a dynamic regulatory and macro-economic environment, and supporting key business development activities that advance value creation, build depth in scientific areas of focus and enhance our ability to drive growth; (iii) leadership in advancing our cohesive our overall environmental, social and governance strategy, including the validation of our near-term and net-zero science-based targets from the Science Based Target initiative (SBTi), and preparation for compliance with the Corporate Sustainability Reporting Directive (CSRD); and (iv) contributions and performance as a trusted and respected senior leader who provides valuable strategic advice and whose impact spans across all teams and functions.
2024 Executive Performance Assessment and Compensation Payout Summary
For Ms. Shanahan, in the role of Global Product Development & Supply, the Committee considered her: (i) accountability for the quality and efficiency of our manufacturing process to deliver products, and optimizing our product supply organization, including through capacity building to support our evolving cell therapy franchise and critical product launches, including Cobenfy and Opdivo Qvantig (ii) leadership in our extensive product quality and safety monitoring processes to ensure the integrity of our products and services meet or exceed expectations, as well as applicable laws and regulations; and (iii) critical role in supporting the submission for validation of our near-term and net-zero science-based targets from the Science Based Target initiative (SBTi), which highlights our progress in reducing the emissions across our operations and supply chain.
2024 Annual Incentive Plan Program Outcomes
2024 Annual Incentive Plan Program Outcomes The payouts for the 2024 annual incentive plan were based on each NEO’s target bonus amount and the Company Performance Factor. Company performance results for the year led to a Company Performance Factor of 140.29% for 2024. The calculation was based on the following performance against goals:
2024 Annual Incentive Plan Program Outcomes
| Performance Measure | Target | Actual | % of Target | Resulting Payout Percentage | | Non-GAAP Operating Income ($M) | $17,500 | $18,577 | 106.2% | 138.45% | | Growth Portfolio Revenue (Ex-FX) ($M) | $22,500 | $22,799 | 101.3% | 100.00% | | Pipeline Score | 3 | 4.9 | 163.3% | 195.00% | | Sustainability Scorecard | 3 | 4.0 | 133.3% | 150.00% | | Total | | | 121.5% | 140.29% |
Pipeline Performance
| Long-Term Growth Potential 40 Goals Achieved (Target 25-31) | IND/CTA Approvals | •Continued progressions of novel modalities into the clinic. •Achieved 9 Investigational New Drug/Clinical Trial Authorization (IND/CTA) Approvals (target 7-9), including two high-potential programs. | | | Priority Study Execution | •Exceeded Priority Study Execution (PSE) goal, with 21 priority studies achieving or exceeding execution goals (target 14-16), with 17 of 21 exceeded (81%) with accelerations ranging from 2 weeks to 5 months. | | | Proof of Concept “Go/No-go” Decisions | •Exceeded our Proof of Concept (PoC) ‘Go/No-go’ Decisions goal, with a total of 10 decisions (target 4-6), 6/10 are ‘Go’ decisions, including all 3 high-potential programs: atigotatug + nivolumab in 1L ES-SCLC; AR LDD in mCRPC; EGFR x HER3 Bispecific ADC in NSCLC; PRMT5 Inhibitor in solid tumors; CD19 NEX T in severe refractory systemic lupus erythematosus; MYK-224 in heart failure with preserved ejection fraction (HPpEF).1 |
2024 Annual Incentive Award Payments
2024 Annual Incentive Award Payments The actual annual incentive awards paid to our NEOs are shown in the table below and can also be found in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column:
2024 Annual Incentive Award Payments
| Executive | Target Incentive Award ($) | Actual Payout: Applying Company Performance Factor(1) ($) | | Christopher S. Boerner, Ph.D. | 2,306,352 | 3,235,581 | | David V. Elkins | 1,115,000 | 1,564,234 | | Samit Hirawat, M.D. | 1,115,000 | 1,564,234 | | Sandra Leung | 1,150,000 | 1,613,335 | | Karin Shanahan | 911,434 | 1,278,651 |
2024 Annual Incentive Award Payments
(1)Adjusted to reflect Company Performance Factor (financial, pipeline and sustainability metrics performance) earned at 140.29%. As set forth in the table above, the Company Performance Factor of 140.29% was applied to each Named Executive Officer’s target incentive award.
2024 Long-Term Incentive Payout
2024 Long-Term Incentive Payout
Outcomes of the 2021-2024 PSUs
Outcomes of the 2021-2024 PSUs The 2021-2024 PSUs, granted on March 10, 2021, and having a three-year performance cycle were evaluated and certified in March 2024. The below table summarizes the outcome for each of the metrics included in the 2021 PSUs and the associated payout level in terms of percentage of target shares.
Outcomes of the 2021-2024 PSUs
| Performance Metric | Target | Actual(2) | % of Target | Resulting Payout Percentage | | Cumulative 3-Year Total Revenues, Net of Foreign Exchange ($=MM)(1) | $141,330 | $141,313 | 100.00% | 99.98% | | Cumulative 3-Year Non-GAAP Operating Margin | 42.70% | 41.70% | 97.60% | 97.57% | | 3-Year Relative TSR (TSR Percentile Rank) | 50.0%ile | 17.1%ile | | 0% | | Total | | | | 65.19% |
Outcomes of the 2021-2024 PSUs
(1)Actual Total Revenues are restated to the 2021 Budget Rate. (2)Includes adjustments for (i) SEC reporting change in 2022 to account for the net impact of IPRD & Licensing Income items that are no longer specified, (ii) the transfer of the Company’s commercial operations in Russia to a third-party distributor, (iii) the Turning Point acquisition, and (iv) timing of the generic competition for Eliquis in the UK and the Netherlands.
MSU Performance Results
| Grant Date | Vesting Date | # of Years in Performance Period | Payout Factor (%) | | March 10, 2020 | March 10, 2024 | 4 | 84.25% | | March 10, 2021 | March 10, 2024 | 3 | 82.77% | | March 10, 2022 | March 10, 2024 | 2 | 0.00% | | March 10, 2023 | March 10, 2024 | 1 | 0.00% | | November 01, 2023(1) | November 01, 2024 | 1 | 98.13% |
Restricted Stock Units and Stock Options
Restricted Stock Units and Stock Options Restricted stock units may be granted selectively to executives at other times of the year generally, as inducement grants as part of an offer in attracting candidates to BMS, for retaining employees, or for providing special recognition, such as when an employee assumes significant increases in responsibility. Among our Named Executive Officers, the Committee granted a one-time restricted stock unit award to Ms. Shanahan valued at $1.0 M on November 1, 2024. The award was provided to recognize her value to the company. The award will vest in three equal installments on the first three anniversaries of the grant date. This award is included in the “Stock Awards” column of the 2024 Summary Compensation Table on page 80.
Best Practice Compensation Governance
| What We Do: | | What We Don’t Do: | | | ü | 100% performance-based annual and long-term incentives | X | No guaranteed incentives with our Named Executive Officers | | ü | Caps on the payouts under our annual and long-term incentive award programs | X | Prohibition on speculative and hedging transactions | | ü | Robust share ownership and share retention guidelines | X | Prohibition on pledging shares and holding them in a margin account | | ü | Neutralize share buyback impact on share-denominated compensation metrics | X | Proactively eliminate windfall gain potential | | ü | Robust recoupment and clawback policies | X | No employment contracts with our Named Executive Officers | | ü | Proactive shareholder engagement | X | Prohibition on re-pricing or backdating of equity awards | | ü | “Double trigger” change-in-control agreements | X | Minimal perquisites to our Named Executive Officers |
Recoupment of Compensation for Compliance and Other Policy Violations
Recoupment of Compensation for Compliance and Other Policy Violations We maintain robust incentive compensation recoupment or “clawback” policies and practices for use in the event of certain compliance violations (the “Compliance Violations Recoupment Policy”), or other policy violations relating to our equity awards or financial statements (together, the “Other Policy Violations Recoupment Policies”). Our Compliance Violations Recoupment Policy and Other Policy Violations Recoupment Policies include clawback provisions relating to our short-term and long-term annual incentive programs, including related to stock options, restricted stock units, performance share units and market share units. The below table provides further details on these clawback provisions.
Forfeiture of Long-Term Equity Awards Upon Retirement or Termination
Forfeiture of Long-Term Equity Awards Upon Retirement or Termination In general, in the event of retirement or a qualifying involuntary termination, upon signing a general release, employees are eligible to vest in a pro-rata portion of unvested RSUs, PSUs, and MSUs held at least one year from the grant date, subject to meeting applicable performance goals. However, executives who are found to have engaged in severe misconduct or in an activity, which may include a failure to take action, deemed detrimental to the interests of the company including, but not limited to acts involving dishonesty, violation of company policies, violation of safety rules, disorderly conduct, discriminatory harassment, unauthorized disclosure of confidential information, or the entry of a plea of nolo contendere to, or the conviction of, a crime, will be terminated and will forfeit any outstanding awards, as of the date such violation is discovered. As noted, these provisions help to ensure that executives act in the long-term best interest of BMS and our shareholders. For further discussion on forfeiture provisions related to retirement, termination or death, please see the discussion under the header “Post-Termination Benefits” beginning on page 89.
Equity Grant Policy
Equity Grant Policy The Committee’s policy covering equity and equity-based grants for our Named Executive Officers is as follows:
Policy Prohibiting the Repricing of Stock Options Without Shareholder Consent
Policy Prohibiting the Repricing of Stock Options Without Shareholder Consent We have always maintained a consistent policy against the repricing of stock options. We believe this is a critical element in maintaining the integrity of the equity compensation program and ensuring alignment of senior executives’ interests with the interests of shareholders. Our Board has adopted a formal policy prohibiting the repricing of stock options. This policy may be viewed on our website at www.bms.com.
Policy Regarding Shareholder Approval of Severance
Policy Regarding Shareholder Approval of Severance Our Board has approved a policy that requires shareholder approval of any future agreements that provide for cash severance payments in excess of 2.99 times the sum of an executive’s base salary plus annual incentive award. “Cash severance payments” exclude accrued incentive payments, the value of equity acceleration, benefits continuation or the increase in retirement benefits triggered by severance provisions or tax gross-up payments. This policy may be viewed on our website at www.bms.com.
Risk Assessment of Executive Compensation
Risk Assessment of Executive Compensation The Committee annually reviews the compensation programs from a risk perspective. Based on that review of the executive compensation arrangements for our executives as detailed beginning on page 54, the Committee believes that our compensation program does not encourage executives to take excessive or inappropriate risks that could maximize short-term results at the expense of sustainable long-term value creation that may harm shareholder value. The Committee’s ongoing review of our business strategy and our extensive shareholder engagement efforts have allowed our executive compensation program to maintain close alignment with our strategic focus and the perspectives of our shareholders. Our compensation program is intended to achieve this by striking an appropriate balance between short-term and long-term incentives, using a diversity of metrics to assess performance and payout under our incentive programs, placing caps on our incentive award payout opportunities, following equity grant practices that limit potential for timing awards and having stock ownership and retention requirements. For example, our current long-term equity incentive program (60% Performance Share Units and 40% Market Share Units) incorporates the company’s stock price into its performance measures and generally magnifies the impact of changes in our stock price as well as relative total shareholder return performance over the mid- and longer-term. Also embedded in the Committee’s annual review is the ongoing assessment of enterprise risk, including reputational risks stemming from the dynamic external environment. In addition, we evaluate the performance of each of our executives based on a number of factors, including how they demonstrate our BMS Values in the execution of their day-to-day decisions. Those BMS Values include, among others, accountability. This evaluation is one input into the determination of incentive payout opportunities. Given the direct link between BMS Values and our executive compensation program’s emphasis on sustainable long-term value, we attempt to minimize and appropriately reduce the possibility that our executive officers will make excessively or inappropriately risky decisions that could maximize short-term results at the expense of sustainable long-term value creation for our shareholders.
Summary Compensation Table
Summary Compensation Table The following tables and notes present the compensation provided to Christopher S. Boerner, Ph.D., Board Chair and Chief Executive Officer, David V. Elkins, EVP and Chief Financial Officer and the three other most highly compensated Executive Officers.
Fiscal Years Ended December 31, 2024, 2023, and 2022
| Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Christopher S. Boerner, Ph.D. Board Chair and Chief Executive Officer | 2024 | 1,536,538 | 0 | 13,643,063 | 3,235,581 | 0 | 372,436 | 18,787,618 | | | 2023 | 1,256,921 | 0 | 5,326,178 | 1,567,098 | 0 | 311,636 | 8,461,833 | | | 2022 | 1,064,049 | 0 | 4,256,197 | 1,274,626 | 0 | 285,348 | 6,880,220 | | David V. Elkins EVP and Chief Financial Officer | 2024 | 1,115,000 | 0 | 5,778,244 | 1,564,234 | 0 | 250,093 | 8,707,571 | | | 2023 | 1,106,176 | 0 | 4,882,143 | 866,318 | 0 | 311,663 | 7,166,300 | | | 2022 | 1,073,859 | 0 | 4,922,614 | 1,397,863 | 0 | 252,954 | 7,647,290 | | Samit Hirawat, M.D. EVP, Chief Medical Officer, Head of Development | 2024 | 1,115,000 | 0 | 5,617,762 | 1,564,234 | 0 | 289,018 | 8,586,014 | | | 2023 | 1,103,781 | 0 | 3,616,394 | 1,234,117 | 0 | 279,335 | 6,233,627 | | Sandra Leung EVP and General Counsel | 2024 | 1,150,000 | 0 | 3,959,204 | 1,613,335 | 0 | 289,251 | 7,011,790 | | | 2023 | 1,147,819 | 0 | 3,345,168 | 1,123,091 | 0 | 307,403 | 5,923,481 | | | 2022 | 1,133,074 | 0 | 3,441,053 | 1,238,952 | 0 | 291,748 | 6,104,827 | | Karin Shanahan EVP, Global Product Development & Supply | 2024 | 1,009,615 | 0 | 4,145,908 | 1,278,651 | 0 | 132,407 | 6,566,581 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Award Type | Grant Date(1) | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (shares) | | | All Other Stock Awards: # of Shares of Stock of Units ($) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher S. Boerner, Ph.D. | AIP | | | 115,318 | 2,306,352 | 4,612,705 | | | | | | | | PSU | 03/10/24 | 03/01/24 | | | | 18,503 | 148,026 | 296,052(3) | | 7,857,220(6) | | | MSU | 03/10/24 | 03/01/24 | | | | 49,342 | 98,684 | 222,039(4) | | 5,785,843(7) | | David V. Elkins | AIP | | | 55,750 | 1,115,000 | 2,230,000 | | | | | | | | PSU | 03/10/24 | 03/01/24 | | | | 7,837 | 62,693 | 125,386(3) | | 3,327,744(6) | | | MSU | 03/10/24 | 03/01/24 | | | | 20,898 | 41,796 | 94,041(4) | | 2,450,499(7) | | Samit Hirawat, M.D. | AIP | | | 55,750 | 1,115,000 | 2,230,000 | | | | | | | | PSU | 03/10/24 | 03/01/24 | | | | 7,619 | 60,952 | 121,904(3) | | 3,235,332(6) | | | MSU | 03/10/24 | 03/01/24 | | | | 20,318 | 40635 | 91,429(4) | | 2,382,430(7) | | Sandra Leung | AIP | | | 57,500 | 1,150,000 | 2,300,000 | | | | | | | | PSU | 03/10/24 | 03/01/24 | | | | 5,370 | 42,957 | 85,914(3) | | 2,280,158(6) | | | MSU | 03/10/24 | 03/01/24 | | | | 14,319 | 28,638 | 64,436(4) | | 1,679,046(7) | | Karin Shanahan | AIP | | | 45,572 | 911,434 | 1,822,869 | | | | | | | | PSU | 03/10/24 | 03/01/24 | | | | 4,354 | 34,830 | 69,660(3) | | 1,848,776(6) | | | MSU | 03/10/24 | 03/01/24 | | | | 11,610 | 23,220 | 52,245(4) | | 1,361,389(7) | | | RSU | 11/01/24 | 10/29/24 | | | | | | | 18,843(5) | 935,743(8) |
Grants of Plan-Based Awards
(1)These equity awards were granted under our 2021 Stock Award and Incentive Plan. (2)Target payouts under the 2024 annual incentive plan ("AIP") are based on a targeted percentage of annual base salary. The Committee reviews Company performance in determining the actual incentive award as reported in the Summary Compensation Table. The company performance for 2024 was based 35% on growth portfolio revenue, 30% on non-GAAP operating income, 25% on pipeline performance, and 10% on the Sustainability Scorecard metric. Maximum represents the maximum individual incentive award allowable under the 2024 AIP and for the Named Executive Officers, this is 200% of his or her target. For 2024, threshold payout for financial measures was 25% of target and for pipeline and Sustainability Scorecard was 50% of target. The threshold column above reflects the lowest possible combined payout of 5% of target based on the threshold payout on the least weighted metric. (3)Reflects PSUs which cliff vest on the third anniversary of the grant date. Performance targets under these PSUs are based 40% on 3-year cumulative growth portfolio revenue (net of foreign exchange), 25% on 3-year cumulative non-GAAP operating margin, and 35% on 3-year relative TSR CAGR versus our peer group. Threshold payout for all three measures is 50% of target. The threshold column above reflects the lowest possible combined payout of 12.50% of target based on the threshold payout on the least weighted metric only. The maximum performance will result in a payout of 200% of target. PSUs do not accrue dividend equivalents. (4)Reflects MSUs which cliff vest on the third anniversary of the grant date. Each MSU converts into the number of shares of Common Stock determined by applying a payout factor to the target number of shares. The payout factor is the greater of the Total Return and relative TSR Floor. Total Return is a ratio of Common Stock price on the February 28 measurement date plus the nine prior trading days, inclusive of the value of accumulated dividends, divided by the average Common Stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% of the grant date stock price and the maximum payout factor is 225% of target. rTSR Floor performance is based on the Company’s TSR percentile rank among peer companies. Threshold payout is 50% of target. Maximum payout is 100% of target. (5)Reflects RSUs which vest in equal annual installments on the first three anniversaries of the grant date. (6)Fair value for the portion of these PSUs related to the relative TSR CAGR measure (35% weighting) is estimated as of the date of grant on March 10, 2024 using a Monte Carlo simulation. Estimated fair value of this portion was determined to be $64.55, which represents 120% of the grant date closing Common Stock price of $53.79. The assumptions used in this Monte Carlo simulation were as follows: volatility for BMY of 19.1%, the average for the peers of 23.1% and correlation co-efficient average of 29.8% based on three-year historical stock price data; assumed dividend yield of 4.46% based on the most recent annualized payment of $2.40 per share and the grant date stock price of $53.79; BMY’s starting TSR of 4.1% and the average for the peers of 0.4%, and a risk-free rate of 4.26%. Fair value for the remaining portion of these PSUs, related to Company financial measures (65% weighting), is calculated based on the grant date closing Common Stock price of $53.79 on March 8, 2024 and a probable outcome of a 100% payout, discounted for the lack of dividends. Estimated fair value of this portion was determined to be $46.91, which represents 87.2% of the grant date closing Common Stock price of $53.79. Therefore, the estimated grant date fair value for the whole PSU award equals $53.08, which represents 98.7% of the grant date closing Common Stock price of $53.79. (7)Fair value of these MSUs is estimated as of the date of grant on March 10, 2024 using a Monte Carlo simulation. Estimated fair value was determined to be $58.63, which represents 109% of the grant date closing Common Stock price of $53.79 on March 8, 2024. The assumptions used in the Monte Carlo simulation were as follows: volatility for BMY of 19.1%, the average for the peers of 23.1%, correlation co-efficient average of 29.8% based on three-year historical stock price data; assumed dividend yield of 4.46% based on the most recent annualized payment of $2.40 per share and the grant date stock price of $53.79; BMY’s starting TSR and starting Total Return of 4.1%, the average starting TSR for the peers of 0.4%, and risk-free rate of 4.26%. (8)The fair value of these RSUs is calculated based on the grant date closing Common Stock price of $54.32 on November 1, 2024, discounted for the lack of dividends. Estimated fair value was determined to be $49.66, which represents 91.4% of the grant date closing Common Stock price of $54.32.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date/ Performance Award Period | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Stock Awards | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested(2) ($) | | | | | Market Value of Shares or Units of Stock That Have Not Vested(1)(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | | | Christopher S. Boerner, Ph.D. | 1/1/2022-2/28/2025 | | | 39,700(3) | 2,245,432 | | | 1/1/2023-2/28/2026 | | | 58,186(4) | 3,291,000 | | | 1/1/2024-2/28/2027 | | | 148,026(5) | 8,372,351 | | | 3/10/2021 | | | 6,985(6) | 395,072 | | | 3/10/2022 | | | 10,587(7) | 598,812 | | | 3/10/2023 | | | 16,159(7) | 913,964 | | | 11/1/2023 | | | 8,894(6) | 503,045 | | | 3/10/2024 | | | 49,342(8) | 2,790,784 | | David V. Elkins | 1/1/2022-2/28/2025 | | | 45,916(3) | 2,597,009 | | | 1/1/2023-2/28/2026 | | | 47,424(4) | 2,682,301 | | | 1/1/2024-2/28/2027 | | | 62,693(5) | 3,545,916 | | | 3/10/2021 | | | 8,045(6) | 455,025 | | | 3/10/2022 | | | 12,245(7) | 692,566 | | | 3/10/2023 | | | 18,970(7) | 1,072,921 | | | 3/10/2024 | | | 20,898(8) | 1,181,991 |
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date/ Performance Award Period | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Stock Awards | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested(2) ($) | | | | | Market Value of Shares or Units of Stock That Have Not Vested(1)(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | | | Samit Hirawat, M.D. | 1/1/2022-2/28/2025 | | | 28,593(3) | 1,617,220 | | | 1/1/2023-2/28/2026 | | | 35,129(4) | 1,986,896 | | | 1/1/2024-2/28/2027 | | | 60,952(5) | 3,447,445 | | | 3/10/2021 | | | 4,886(6) | 276,352 | | | 3/10/2022 | | | 7,626(7) | 431,304 | | | 3/10/2023 | | | 14,052(7) | 794,781 | | | 3/10/2024 | | | 20,318(8) | 1,149,158 | | Sandra Leung | 1/1/2022-2/28/2025 | | | 32,096(3) | 1,815,350 | | | 1/1/2023-2/28/2026 | | | 32,494(4) | 1,837,861 | | | 1/1/2024-2/28/2027 | | | 42,957(5) | 2,429,648 | | | 3/10/2021 | | | 5,858(6) | 331,328 | | | 3/10/2022 | | | 8,560(7) | 484,154 | | | 3/10/2023 | | | 12,998(7) | 735,190 | | | 3/10/2024 | | | 14,319(8) | 809,883 | | Karin Shanahan | 1/1/2022-2/28/2025 | | | 14,683(3) | 830,470 | | | 1/1/2023-2/28/2026 | | | 19,760(4) | 1,117,626 | | | 1/1/2024-2/28/2027 | | | 34,830(5) | 1,969,985 | | | 3/10/2022 | | | 3,916(7) | 221,489 | | | 3/10/2023 | | | 7,904(7) | 447,050 | | | 3/10/2024 | | | 11,610(8) | 656,662 | | | 4/1/2022 | 6,613 | 374031(9) | | | | | 11/1/2024 | 18,843 | 1,065,760(10) | | |
Outstanding Equity Awards at Fiscal Year-End
(1)Represents RSUs outstanding as of December 31, 2024. (2)Values are based on the closing Common Stock price on December 31, 2024 of $56.56. (3)Represents target number of PSUs granted under the 2022-2024 award at target payout of 100%. The award vested on March 10, 2025. (4)Represents target number of PSUs granted under the 2023-2025 award at target payout of 100%. These PSUs cliff vest on the third anniversary of the grant date. (5)Represents target number of PSUs granted under the 2024-2026 award at target payout of 100%. These PSUs cliff vest on the third anniversary of the grant date. (6)Represents MSUs at target payout of 100%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. (7)Represents MSUs at threshold payout of 80%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. (8)Represents MSUs at the lowest possible threshold payout of 50%. These MSUs cliff vest on the third anniversary of the grant date. (9)These RSUs vest in four equal installments on each of the first, second, third, and fourth anniversaries of the grant date. (10)These RSUs vest in three equal installments on each of the first, second, and third anniversaries of the grant date.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(2) ($) | | Christopher S. Boerner, Ph.D. | 0 | 0(3) | | | 13,528 | 729,213(4) | | | 27,321 | 1,469,597(5) | | David V. Elkins | 0 | 0(3) | | | 13,419 | 721,808(4) | | | 31,459 | 1,692,180(5) | | Samit Hirawat, M.D. | 0 | 0(3) | | | 7,575 | 407,459(4) | | | 19,108 | 1,027,819(5) | | Sandra Leung | 0 | 0(3) | | | 9,724 | 523,054(4) | | | 22,907 | 1,232,168(5) | | Karin Shanahan | 3,306 | 175,185(3) | | | 0 | 0(4) | | | 0 | 0(5) |
Option Exercises and Stock Vested
(1)There were no stock options exercised by any of our Named Executive Officers in 2024. (2)The value realized for each RSU, MSU and PSU award was determined by multiplying the number of units that vested by the closing share price of our Common Stock on the respective vesting date. (3)Reflects RSUs that vested during 2024. (4)Reflects MSUs that vested during 2024. (5)Reflects payouts of the vested 2021-2023 PSUs based on the closing Common Stock price of $53.79 on March 8, 2024.
Present Value of Accumulated Pension Benefits
Present Value of Accumulated Pension Benefits
Present Value of Accumulated Pension Benefits
| Name | Plan Name | # of Years of Credited Service(1) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | | Christopher S. Boerner, Ph.D.(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | David V. Elkins(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | Samit Hirawat, M.D.(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 | | Sandra Leung(4) | Benefit Equalization Plan Retirement Plan | 17.8 | 6,749,150 | 0 | | Karin Shanahan(3) | Benefit Equalization Plan Retirement Plan | 0 | 0 | 0 |
Present Value of Accumulated Pension Benefits
(1)Reflects the years of credited service through December 31, 2009 at which time we discontinued service accruals under the BEP-Retirement Plan. The company terminated the US-RIP as of February 1, 2019. (2)The present value of accumulated benefits was calculated based on the following assumptions which were used in the December 31, 2024 disclosure for the BEP-Retirement Plan: •100% lump-sum utilization •FTSE Pension Discount Curve rates as of the measurement date; and •2025 IRS Applicable Mortality under IRC 417(e). These assumptions are the same as those disclosed in conformity with generally accepted accounting principles. For active executives, payments are assumed to begin at age 60 for the BEP-Retirement Plan, the earliest age that employees are eligible for an unreduced pension, or current age if over age 60. The actual benefit received will vary based on age and interest rates at the time of retirement. (3)Dr. Boerner, Mr. Elkins, Dr. Hirawat, and Ms. Shanahan are not participants in any of the company's defined benefit pension plans. (4)Ms. Leung has met the age and service requirements for early retirement under the BEP—Retirement Plan.
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan The Bristol-Myers Squibb Company Benefit Equalization Plan—Savings and Investment Program (BEP-Savings Plan or BEP—SIP) is a non-qualified deferred compensation plan that allows employees to defer a portion of their total eligible cash compensation and to receive company matching contribution credits in excess of contributions allowed under the Bristol-Myers Squibb Company Savings and Investment Program (Savings Plan or U.S. SIP). The Savings Plan is a tax-qualified plan, as defined under Sections 401(a) and 401(k) of the Internal Revenue Code. Employees who are eligible to participate in the Savings Plan, and whose compensation and/or total contributions exceed the IRS qualified plan limits, are eligible for the BEP—Savings Plan. The key provisions of the BEP—Savings Plan are as follows: •Employee deferrals to the BEP—Savings Plan begin, in accordance with an employee’s timely-filed election, once the employee’s total eligible compensation paid for the year exceeds the limit under Section 401(a)(17) of the Internal Revenue Code, and/or total contributions to the Savings Plan exceed the limits under Section 415(c) of the Internal Revenue Code. •Employees may defer no less than 2% and up to 75% of their eligible BEP compensation. •The company matching contribution credit generally equals 100% of the employee’s contribution deferral credit on the first 6% of eligible BEP compensation that an employee elects to defer for each pay period. •An additional, discretionary company contribution is applied to each individual account in the qualified Savings Plan annually, in an amount based on a point system of a participant’s age plus service, as follows: below 40 points—3% of total eligible cash compensation; between 40 and 59 points—4.5%; and at 60 points and above—6%. If the full amount of the annual additional company contribution calculated in accordance with the Savings Plan formula cannot be made to the qualified Savings Plan due to application of the Section 401(a)(17) limit on contributions and/or the Section 415(c) limit on contributions, the excess amount is credited to the employee’s account under the BEP-Savings Plan. •The plan is unfunded. Benefits are paid from general assets of the Company. •Employees may allocate their contributions among various notional investment options that provide different combinations of risk and return potential, and employees can generally elect to change their investment elections each business day. •For amounts credited prior to January 2024, the employee’s full balance under the BEP—Savings Plan is paid following a separation from service, or, if eligible, an election can be made at least 12 months prior to a separation from service to defer payments until a later date that is no earlier than five (5) years following the date of separation from service. Effective for 2024 and later plan years, employees have the option each year of electing, for that year’s deferral, the form of payment of a termination distribution (lump sum payment or 2-15 year annual installments payable within 60 days after separation from service) and may also elect an optional in-service distribution of such amount (lump sum payment or 2-5 year annual installments payable at least 2 years after the deferral plan year) payable if the employee has not separated from service as of the designated in-service payment date. The BEP-Savings Plan is subject to Section 409A of the Internal Revenue Code. Therefore, in all cases, a distribution for an executive classified as a “Specified Employee” of the Company, as defined under Section 409A, is subject to a six-month delay following the executive’s separation from service in accordance with the Section 409A regulations.
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan
Retirement and Death
Retirement and Death The following benefits are generally available to all salaried employees including the Named Executive Officers: Annual Incentive—Under the Annual Incentive Plan, employees are eligible for a pro-rata award based on the number of days worked in the performance period. Restricted Stock Units—Employees are eligible to vest in a pro-rata portion of RSUs scheduled to vest next if such RSUs were held at least one year from the grant date; provided that if an employee turns 65 on or prior to their retirement or death, then any unvested RSUs held for at least one year will vest in full prior to their retirement or death. Market Share Units—Employees are eligible to vest in a pro-rata portion of MSUs held at least one year from the grant date, subject to performance provisions; provided that if an employee turns 65 on or prior to their retirement or death, then any unvested MSUs held for at least one year will vest in full upon their retirement or death, subject to performance provisions. Performance Share Units—Employees are eligible to vest in a pro-rata portion of unvested PSUs held at least one year from the grant date subject to performance provisions. Defined Benefit Pension Excess Benefit Plan (U.S. BEP-RIP)—Accruals are no longer provided under the U.S. BEP-RIP. However, employees may be eligible for benefits previously accrued under that Plan. Savings Plans—Employees are eligible for benefits accumulated under our Savings Plan and, if applicable, the BEP—Savings Plan (as well as a pro-rata annual contribution (if applicable) on eligible compensation paid in the year of separation from service or death). Post-Retirement Medical and Life Insurance—Employees age 55 or older with 10 years of service or age 65 or over at the time of retirement are eligible for post-retirement medical and life insurance benefits provided that they were employed by a company participating in the Bristol-Myers Squibb Company Consolidated Health & Welfare Plan at the time that their employment ended. Employees retiring with less than 10 years of service are not eligible to receive a company subsidy for their post-retirement medical coverage.
Tabular Disclosure of Pay Versus Performance
Tabular Disclosure of Pay Versus Performance The following table sets forth information concerning the compensation actually paid to our CEO and other NEOs compared to Company performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. The NEOs, including the CEO, represent the following individuals for years 2020 through 2022: Dr. Giovanni Caforio (CEO), Dr. Chris Boerner, Mr. David Elkins, Dr. Rupert Vessey and Ms. Sandra Leung. For 2023, it reflects the following individuals: Dr. Giovanni Caforio (former CEO), Dr. Chris Boerner (current CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung, and Ms. Elizabeth Mily. For 2024, it reflects the following individuals: Dr. Chris Boerner (CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung, and Ms. Karin Shanahan.
Tabular Disclosure of Pay Versus Performance
| | | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for Former CEO ($) | Summary Compensation Table Total for Current CEO ($) | Compensation Actually Paid to Former CEO(4) ($) | Compensation Actually Paid to Current CEO(4) ($) | Average Summary Compensation Table Total for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs(4) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (in Millions) (GAAP)(6) ($) | Total Revenues (in Millions)(7) ($) | | 2024(1) | | 18,787,618 | | 21,204,985 | 7,717,989 | 8,945,524 | 105 | 154 | (8,948) | 48,300 | | 2023(2) | 19,661,434 | 8,461,833 | (6,907,611) | 382,568 | 5,917,907 | (525,203) | 91 | 142 | 8,025 | 45,006 | | 2022(3) | 20,053,032 | | 35,057,807 | | 6,996,472 | 10,872,377 | 123 | 139 | 6,327 | 46,159 | | 2021(3) | 19,784,806 | | 16,505,622 | | 7,140,446 | 6,780,078 | 103 | 126 | 6,994 | 46,385 | | 2020(3) | 20,150,902 | | 17,644,676 | | 7,050,986 | 6,288,633 | 100 | 102 | (9,015) | 42,518 |
Tabular Disclosure of Pay Versus Performance
(1)The NEOs for 2024 are Dr. Chris Boerner, Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung and Ms. Karin Shanahan. (2)The NEOs for 2023 are Dr. Giovanni Caforio (Former CEO), Dr. Chris Boerner (Current CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung and Ms. Elizabeth Mily. (3)The NEOs for years 2020-2022 are Dr. Giovanni Caforio (CEO), Dr. Chris Boerner, Mr. David Elkins, Dr. Rupert Vessey and Ms. Sandra Leung. (4)CAP reflects the total compensation reported in the 2024 SCT for the years ended December 31, 2024, 2023, 2022 and 2022 SCT for the years ended 2021 and 2020, in each case, adjusted to include or exclude the amounts shown in the tables below for the NEOs. To calculate CAP, the following amounts were deducted from and added to SCT total compensation, computed in accordance with Item 402(v) of Regulation S-K:
Pay Versus Performance Comparative Disclosure
Pay Versus Performance Comparative Disclosure As described in more detail in the CD&A, a substantial portion of the Company’s executive compensation program is variable and at risk based on operational, financial, strategic and share price performance. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the table above. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.