DEF 14A of Amgen Inc, Apr 9, 2025

DEF 14A of Amgen Inc

Filed Apr 9, 2025 · FY20240000950170-25-052315

Open on EDGAR

  1. Item 1: Election of Directors (Page 8)

    Item 1: Election of Directors (Page 8)

  2. Election of Directors

    Election of Directors Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. The Board has fixed the authorized number of directors at 12 and we currently have 12 directors serving on our Board. Our Board is composed of directors with a wide range of relevant experiences and backgrounds and considers a number of attributes when seeking new candidates for the Board as discussed more fully below and in the section “Corporate Governance—Process for Selecting Directors and Director Qualifications.” Based upon the recommendation of our Governance and Nominating Committee, or Governance Committee, the Board has nominated each of the director nominees set forth below to stand for election as a director, in each case for a one-year term expiring at our 2026 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if any nominee should become unavailable for election prior to the Annual Meeting, proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even if less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death. The independent members of the Board have elected Robert A. Eckert to serve as our lead independent director, subject to his re-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”

  3. Nominees to the Board

    Nominees to the Board

  4. Nominees to the Board

    | Nominee | Independent | Age | Director Since | Audit | Governance and Nominating | Executive | Compensation and Management Development | Equity Award | Corporate Responsibility and Compliance | | Wanda M. Austin | ✓ | 70 | 2017 | M | | | M | | | | Robert A. Bradway | | 62 | 2011 | | | C | | M | | | Michael V. Drake | ✓ | 74 | 2022 | | M | | | | M | | Brian J. Druker | ✓ | 69 | 2018 | | | | M | | M | | Robert A. Eckert* | ✓ | 70 | 2012 | | M | M | C | | | | Greg C. Garland | ✓ | 67 | 2013 | | C | M | M | | | | Charles M. Holley, Jr. | ✓ | 68 | 2017 | C | M | M | | | | | S. Omar Ishrak | ✓ | 69 | 2021 | M | | | M | | | | Tyler Jacks | ✓ | 64 | 2012 | | | | M | | M | | Mary E. Klotman | ✓ | 71 | 2024 | | M | | | | M | | Ellen J. Kullman | ✓ | 69 | 2016 | | M | | | | C | | Amy E. Miles | ✓ | 58 | 2020 | M | M | | | | |

  5. Nominees to the Board

    * Lead Independent Director. “C” Indicates current Chair of the committee. “M” Indicates current members of the committee.

  6. Summary of Director Nominee Core Experiences and Skills

    Summary of Director Nominee Core Experiences and Skills Our Board consists of a diverse group of highly qualified leaders in their respective fields. All of our director nominees have senior leadership experience at large organizations and have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our director nominees also have public company experience (serving as chief executive officers or chief financial officers, and on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and diversity of our director nominees provide us with a wide range of perspectives to address our evolving needs and represent the best interests of our stockholders. Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography.

  7. Summary of Director Nominee Core Experiences and Skills

    | Experience/Skills | | | | | | | | | | | | | | Healthcare Industry, Providers and Payers | | ü | ü | ü | | | | ü | ü | ü | | | | Science/Technology | ü | ü | ü | ü | | ü | | ü | ü | ü | ü | | | Public Company CEO/COO/CFO | | ü | | | ü | ü | ü | ü | | | ü | ü | | Information Technology | ü | | | | ü | | ü | ü | | | ü | | | Regulatory Compliance | ü | ü | ü | | ü | ü | ü | ü | | ü | ü | | | Financial/Accounting | | ü | | | ü | ü | ü | | | | ü | ü | | Government/Public Policy | ü | ü | ü | ü | | ü | | | ü | ü | | | | International | | ü | | | ü | ü | ü | ü | | | ü | ü |

  8. Summary of Director Nominee Core Experiences and Skills

    The lack of a “ü” for a particular item does not mean that the director nominee does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ü is designed to indicate that a director nominee has a particular strength in that area. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our director nominees meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement as Appendix A. There are no family relationships among any of our director nominees or among any of our director nominees and our executive officers.

  9. Summary of Director Nominee Core Experiences and Skills

    | Wanda M. Austin Director since: 2017 Age: 70 Committees: · Audit · Compensation and Management Development Other Public Company Boards: · Apple Inc. · Chevron Corporation | Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004. Dr. Austin was the Interim President of the University of Southern California, or USC, from 2018 to 2019 and has served as an Adjunct Research Professor at USC’s Viterbi School of Engineering since 2007. She is the co-founder of MakingSpace, Inc., where she serves as a motivational speaker on science, technology, engineering, and mathematics (STEM) education. Dr. Austin has been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers and mobile and communication devices, since February 2024, serving on its Audit and Finance Committee. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016 and lead independent director since 2022, serving as the Chair of the Board Nominating and Governance Committee and a member of the Management Compensation Committee. Dr. Austin served as a director of Virgin Galactic Holdings, Inc., a commercial space flight company, from 2019 until 2023, serving as the Chair of the Compensation Committee and a member of the Safety Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to 2021, and previously served on the boards of directors of the National Geographic Society and the Space Foundation. Dr. Austin received an undergraduate degree from Franklin & Marshall College, a master’s degree from the University of Pittsburgh, and a doctorate from USC. She is a member of the National Academy of Engineering. Qualifications Our Board concluded that Dr. Austin should serve on our Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her board experience, including leadership roles at public company boards with global business operations. |

  10. Summary of Director Nominee Core Experiences and Skills

    | Robert A. Bradway Director since: 2011 Age: 62 Committees: · Equity Award · Executive (Chair) Other Public Company Boards: · The Boeing Company | Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm's banking department and corporate finance activities in Europe. Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes and defense, space and securities systems, since 2016, serving as the Chair of the Governance and Public Policy Committee and a member of the Compensation Committee. He previously served as the Chair of the Finance Committee of Boeing from 2021 to 2024. Mr. Bradway has served on the board of trustees of USC since 2014. Mr. Bradway holds a bachelor’s degree in biology from Amherst College and a master’s degree in business administration from Harvard Business School. Qualifications Our Board concluded that Mr. Bradway should serve on our Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer, and board experience at large, highly regulated public companies. |

  11. Summary of Director Nominee Core Experiences and Skills

    | Michael V. Drake Director since: 2022 Age: 74 Committees: · Corporate Responsibility and Compliance · Governance and Nominating Other Public Company Boards: None | Michael V. Drake has served as our director since 2022. Dr. Drake has been President of the University of California, a system of 10 campuses, five medical centers, and three nationally affiliated labs since 2020.(1) Dr. Drake previously served as President of The Ohio State University from 2014 to 2020. He was Chancellor and Distinguished Professor of Ophthalmology (School of Medicine) and Education (School of Education) of the University of California, Irvine, from 2005 to 2014, and served as Vice President for Health Affairs for the University of California system from 2000 to 2005. Prior to this, Dr. Drake was on the faculty of the University of California, San Francisco School of Medicine in various roles from 1979, and was the Steven P. Shearing Professor of Ophthalmology from 1998 to 2005 and Senior Associate Dean for Admissions and Extramural Academic Programs from 1998 to 2000. Dr. Drake received his undergraduate degree from Stanford University and his medical doctorate from the University of California, San Francisco. Qualifications Our Board concluded that Dr. Drake should serve on our Board based on his medical, healthcare and scientific background and his extensive management and leadership experience, including his more than two decades of leading and advancing two world-ranking academic systems where he has demonstrated his expertise at managing complex organizations. |

  12. Summary of Director Nominee Core Experiences and Skills

    (1) Dr. Drake is expected to resign as President of the University of California at the end of the 2024-2025 academic year.

  13. Summary of Director Nominee Core Experiences and Skills

    | Brian J. Druker Director since: 2018 Age: 69 Committees: · Compensation and Management Development · Corporate Responsibility and Compliance Other Public Company Boards: · Vincerx Pharma, Inc. | Brian J. Druker was the director of the Oregon Health & Science University, or OHSU, Knight Cancer Institute from 2007 to 2024. Dr. Druker joined OHSU in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker served as an associate dean for oncology of the OHSU School of Medicine from 2010 to 2024, and the JELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to 2019. Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has been a member of the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker has been a consultant to GRAIL, Inc. (formerly known as GRAIL, LLC), a biotechnology company, since 2021, and served on its scientific advisory board, from 2016 to 2019. In 2011, he founded Blueprint Medicines Corporation, a biopharmaceutical company, and remains as a scientific advisor to this company. In 2006, he founded MolecularMD, a privately held molecular diagnostics company that was acquired by ICON plc in 2019. Dr. Druker has been a member of the board of directors of the Burroughs Wellcome Fund since 2018, an independent, private foundation supporting research and other scientific and education activities. Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec®) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his medical doctorate from the University of California, San Diego. Qualifications Our Board concluded that Dr. Druker should serve on our Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients. |

  14. Summary of Director Nominee Core Experiences and Skills

    | Robert A. Eckert Lead Independent Director Director since: 2012 Age: 70 Committees: · Compensation and Management Development (Chair) · Executive · Governance and Nominating Other Public Company Boards: · Levi Strauss & Co. · Uber Technologies, Inc. | Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacturing, and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992. Mr. Eckert has been a director of Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010 and non-executive Chair of the Board since 2021, serving as the Chair of the Nominating, Governance and Corporate Citizenship Committee and a member of the Compensation and Human Capital Committee. Mr. Eckert also has served as a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2020, serving as the Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Eckert served as a director of McDonald’s Corporation, a company that franchises and operates McDonald’s restaurants in the global restaurant industry, from 2003 until 2023, serving as a member of the Public Policy and Strategy Committee and the Governance Committee. He was appointed a director of Eyemart Express Holdings LLC, a privately held eyewear retailer and portfolio company of FFL Partners, LLC, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg School of Management at Northwestern University and serves on the Eller College National Board of Advisors at the University of Arizona. Mr. Eckert received an undergraduate degree from the University of Arizona and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Qualifications Our Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured and extensive experience as a chief executive officer, director, and board chair of large public companies, his broad international experience in marketing and business development, and his valuable governance and management leadership experience. |

  15. Summary of Director Nominee Core Experiences and Skills

    | Greg C. Garland Director since: 2013 Age: 67 Committees: · Compensation and Management Development · Executive · Governance and Nominating (Chair) Other Public Company Boards: None | Greg C. Garland was the Executive Chairman of the board of directors of Phillips 66, a diversified energy manufacturing and logistics company, from July 2022 to May 2024, and chaired the Executive Committee. Mr. Garland served as Chairman and Chief Executive Officer of Phillips 66 from 2012 to June 2022. Prior to Phillips 66, Mr. Garland served as Senior Vice President of Exploration and Production, Americas of ConocoPhillips from 2010 to 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President, Planning and Specialty Products from 2000 to 2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland received an undergraduate degree in Chemical Engineering from Texas A&M University. Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. He is a member of the Board of Visitors, and an Executive Committee Member of The University of Texas MD Anderson Cancer Center, a leading cancer research and treatment institution. He is a founding member of Houston’s CEO Against Cancer. Mr. Garland serves as Vice Chairman of the Barbara Bush Literacy Foundation. Qualifications Our Board concluded that Mr. Garland should serve on our Board because Mr. Garland’s experience as a chief executive officer and chairman has provided him with strong management experience overseeing complex multinational businesses operating in highly regulated industries as well as expertise in financial reporting, risk management, environmental issues, business transformations and capital markets. He has significant experience with public policy and government affairs through his service on numerous councils and associations including former Chair of the American Petroleum Institute and was appointed by two administrations to serve on the National Petroleum Council. |

  16. Summary of Director Nominee Core Experiences and Skills

    | Charles M. Holley, Jr. Director since: 2017 Age: 68 Committees: · Audit (Chair) · Executive · Governance and Nominating Other Public Company Boards: · Carrier Global Corporation · Phillips 66 Audit Committee financial expert | Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President of Walmart and prior to that, as Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles in Wal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately held provider of audit, consulting, tax, and advisory services, from 2016 to 2019. Mr. Holley has been a director of Phillips 66, since 2019 and serves on the Audit and Finance Committee and the Public Policy and Sustainability Committee. Mr. Holley has also been a director of Carrier Global Corporation, a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, and security solutions, since 2020 and chairs the Audit Committee and serves as a member of the Governance Committee. Mr. Holley is a lifetime member of the Advisory Council for the McCombs School of Business at the University of Texas at Austin and a member of the University of Texas Presidents’ Development Board. Mr. Holley received an undergraduate degree from the University of Texas at Austin and a master’s degree in business administration from the University of Houston. Qualifications Our Board concluded that Mr. Holley should serve on our Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board. |

  17. Summary of Director Nominee Core Experiences and Skills

    | S. Omar Ishrak Director since: 2021 Age: 69 Current Committees: · Audit · Compensation and Management Development Other Public Company Boards: · Allurion Technologies, Inc. · Intel Corporation | S. Omar Ishrak is the former Executive Chairman and Chairman of the Board of Medtronic plc, or Medtronic, a global medical technology company. Dr. Ishrak served as the Chairman and Chief Executive Officer of Medtronic from 2011 to April 2020 and was Executive Chairman until December 2020. Prior to joining Medtronic, he served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak has been a director of Intel Corporation,(1) a multinational corporation and technology company, since 2017, serving as a member of the Audit and Finance Committee and Corporate Governance and Nominating Committee; he was Chairman of its Board from 2020 until 2023. Dr. Ishrak has served as Co-Chairman and lead independent director, as well as a member of the Audit Committee and Nominating and Corporate Governance Committee, of Allurion Technologies, Inc., a weight loss platform combined with gastric balloon, since its merger in 2023 with Compute Health Acquisition Corporation, a special purpose acquisition company, where Dr. Ishrak served as Chairman of the Board of Directors from 2021 until its merger in 2023. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, an educational organization dedicated to promoting mutual understanding and strong partnerships between Asia and the U.S. Since 2021, Dr. Ishrak has been a senior advisor to Blackstone Life Sciences, a segment of Blackstone Inc. that invests in the biopharmaceutical and medical technology industries. Dr. Ishrak was inducted into the American Institute for Medical and Biological Engineering College of Fellows in 2016, elected as a Fellow of King’s College London in 2017, inducted into the Bakken Society in 2020, and elected to the National Academy of Engineering in 2020. Dr. Ishrak received his undergraduate degree and doctorate from the University of London, King’s College. Qualifications Our Board concluded that Dr. Ishrak should serve on our Board based on Dr. Ishrak’s board and senior executive-level expertise, including his experience as chief executive officer of a global, highly regulated public company in the healthcare industry, his extensive background in medical technologies, manufacturing, international expertise and interest in Asia, and his management and leadership skills. |

  18. Summary of Director Nominee Core Experiences and Skills

    Dr. Ishrak is expected to retire from the board of directors of Intel Corporation on May 6, 2025.

  19. Summary of Director Nominee Core Experiences and Skills

    | Tyler Jacks Director since: 2012 Age: 64 Committees: · Compensation and Management Development · Corporate Responsibility and Compliance Other Public Company Boards: · Thermo Fisher Scientific, Inc. | Tyler Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology, a position he has held since 2007, and founding director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer, having served as director from 2007 to 2021. Since 2021, Dr. Jacks has served as President and director of Break Through Cancer, a foundation bringing together multidisciplinary cancer research teams selected from across five participating institutions.(1) Dr. Jacks was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 1994 until 2021. Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since 2009, serving as the Chair of its Science and Technology Committee and as a member of its Strategy and Finance Committee and its scientific advisory board. In 2006, he co-founded T2 Biosystems, Inc., a biotechnology company, and served on its scientific advisory board until 2013. Dr. Jacks served on the scientific advisory boards of SQZ Biotechnologies Company, a biotechnology company, from 2015 until 2023, and Aveo Pharmaceuticals Inc., a biopharmaceutical company, from 2001 until 2013. In 2015, Dr. Jacks founded Dragonfly Therapeutics, Inc., a privately held biopharmaceutical company, and serves as the Chair of its scientific advisory board. Dr. Jacks has served as Vice Chair of the Executive Committee of the Harvard University Board of Overseers since September 2024. In 2011, he was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, and served as Chair until 2016. In 2016, Dr. Jacks was named to a blue ribbon panel of scientists and advisors established as a working group of the National Cancer Advisory Board and served as co-Chair advising the Cancer MoonshotSM Task Force. Dr. Jacks was a director of MIT’s Center for Cancer Research from 2001 to 2007 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the National Academy of Medicine in 2009 and received the MIT Killian Faculty Achievement Award in 2015. Dr. Jacks received an undergraduate degree from Harvard University and his doctorate from the University of California, San Francisco. Qualifications Our Board concluded that Dr. Jacks should serve on our Board based on his extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher, pioneering uses of technology to study cancer-associated genes, and service on multiple scientific advisory boards and service to the National Cancer Advisory Board. |

  20. Summary of Director Nominee Core Experiences and Skills

    Dana-Farber Cancer Institute, the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, The University of Texas MD Anderson Cancer Center, Memorial Sloan Kettering Cancer Center, and the Koch Institute for Integrative Cancer Research at MIT.

  21. Summary of Director Nominee Core Experiences and Skills

    | Mary E. Klotman Director since: 2024 Age: 71 Committees: · Corporate Responsibility and Compliance · Governance and Nominating Other Public Company Boards: None | Mary E. Klotman has been Executive Vice President for Health Affairs of Duke University since 2023, Dean of the Duke University School of Medicine since 2017, and Chief Academic Officer of Duke Health since 2020. Dr. Klotman previously served as chair of the Department of Medicine in the Duke University School of Medicine from 2010 to 2017. She was the Irene and Dr. Arthur M. Fishberg Professor of Medicine at the Mount Sinai School of Medicine and served as chief of the Division of Infectious Diseases from 1997 to 2010. Dr. Klotman was also co-director of Mount Sinai’s Global Health and Emerging Pathogens Institute, a program designed to translate basic science discoveries into clinical therapeutics for newly emerging and re-emerging infectious diseases. Dr. Klotman was elected to the National Academy of Medicine in 2014 and the American Academy of Arts and Sciences in 2021. Dr. Klotman received both her undergraduate degree and her medical doctorate from Duke University. Qualifications Our Board concluded that Dr. Klotman should serve on our Board based on her broad medical and scientific background, including her expertise leading an important academic institution, her extensive scientific research, and important contributions as a clinician and physician-scientist. |

  22. Summary of Director Nominee Core Experiences and Skills

    | Ellen J. Kullman Director since: 2016 Age: 69 Current Committees: · Corporate Responsibility and Compliance (Chair) · Governance and Nominating Other Public Company Boards: · Dell Technologies Inc. · Goldman Sachs Group, Inc. | Ellen J. Kullman is Executive Chair of the Board of Carbon, Inc., doing business as Carbon3D, Inc., a privately held 3D printing company, having held this position since 2022. Ms. Kullman served as President and Chief Executive Officer of Carbon, Inc. from 2019 to 2022, and has been a member of its board since 2016. She is the former President, Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company, or DuPont, a science and technology-based company, where she served from 2009 to 2015. Prior to this, Ms. Kullman served as President of DuPont from 2008 to 2009. From 2006 through 2008, she served as Executive Vice President of DuPont. Prior to that, Ms. Kullman was Group Vice President, DuPont Safety and Protection. Ms. Kullman has been a director of Goldman Sachs Group, Inc., an investment banking firm, since 2016, chairing its Public Responsibilities Committee and serving on its Compensation and Corporate Governance and Nominating Committees. Ms. Kullman has been a director of Dell Technologies Inc., a technology company, since 2016, chairing its Nominating and Governance Committee and serving as lead independent director since 2023. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 until its merger with Raytheon Company in 2020, serving on its Compensation, Finance and Executive Committees and as lead director from 2018. Ms. Kullman served as a director of General Motors, from 2004 to 2008, serving on its Audit Committee. Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and is a Trustee Emerita of Tufts University School of Engineering, having served on its Board of Advisors since 2006. She served as Chair of the US-China Business Council from 2013 to 2015. Since 2016, Ms. Kullman has been a member of the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately held investment company based in Singapore. Ms. Kullman received a bachelor of science in mechanical engineering degree from Tufts University and a master’s degree from the Kellogg School of Management at Northwestern University. Qualifications Our Board concluded that Ms. Kullman should serve on our Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. |

  23. Summary of Director Nominee Core Experiences and Skills

    | Amy E. Miles Director since: 2020 Age: 58 Committees: · Audit · Governance and Nominating Other Public Company Boards: · Carrier Global Corporation · The Gap, Inc. Audit Committee financial expert | Amy E. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc., or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee and is a member of the Governance and Sustainability Committee. Ms. Miles has also been a director of Carrier Global Corporation since January 2025 and serves as a member of the Audit and Governance Committees. Ms. Miles was a director of Norfolk Southern Corporation, a transportation company, from 2014 to 2024 and non-executive Chair of the Board and Chair of the Executive Committee from 2022 to 2024. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016. Ms. Miles serves on the board of trustees of the Boys and Girls Club of Eastern Tennessee. Ms. Miles received an undergraduate degree from the University of Tennessee. Qualifications Our Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience. Given her leadership and financial experience, Ms. Miles has been determined to be an Audit Committee financial expert by our Board. |

  24. Summary of Director Nominee Core Experiences and Skills

    Summary of Director Nominee Core Experiences and Skills Our Board consists of a diverse group of highly qualified leaders in their respective fields. All of our director nominees have senior leadership experience at large organizations, and have gained significant and diverse management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our director nominees also have public company experience (serving as chief executive officers or chief financial officers, and on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and diversity of our director nominees provide us with a wide range of perspectives to address our Company’s evolving needs and represent the best interests of our stockholders. Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee and the details of each nominee’s competencies are included in each nominee’s biography.

  25. Summary of Director Nominee Core Experiences and Skills

    | Experience/Skills | | | | | | | | | | | | | | Healthcare Industry, Providers and Payers | | ü | ü | ü | | | | ü | ü | ü | | | | Science/Technology | ü | ü | ü | ü | | ü | | ü | ü | ü | ü | | | Public Company CEO/COO/CFO | | ü | | | ü | ü | ü | ü | | | ü | ü | | Information Technology | ü | | | | ü | | ü | ü | | | ü | | | Regulatory Compliance | ü | ü | ü | | ü | ü | ü | ü | | ü | ü | | | Financial/Accounting | | ü | | | ü | ü | ü | | | | ü | ü | | Government/Public Policy | ü | ü | ü | ü | | ü | | | ü | ü | | | | International | | ü | | | ü | ü | ü | ü | | | ü | ü |

  26. Summary of Director Nominee Core Experiences and Skills

    The lack of a “ü” for a particular item does not mean that the director nominee does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ü is designed to indicate that a director nominee has a particular strength in that area.

  27. Summary of Director Nominee Core Experiences and Skills

    | | | | | | | Continuous Board | 8 | new directors | 100% | Independent directors on key standing committees | | Refreshment | | since 2016 | | |

  28. Governance Committee Processes and Procedures for Considering and Determining Director Compensation

    Governance Committee Processes and Procedures for Considering and Determining Director Compensation The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation. • The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee has the authority to retain consultants to advise on director compensation matters. No executive officer has any role in determining or recommending the form or amount of director compensation. • In 2023, based on the analysis provided by Frederic W. Cook and Co., or FW Cook, as consultant to the Governance Committee, the Governance Committee approved changes to director compensation effective for 2024, the first increase since 2021, to align with market practice and attract and retain high-quality director candidates in a competitive global marketplace. No changes to director compensation were made in 2024. For more information regarding director compensation, see “Director Compensation—2024 Director Compensation.”

  29. Governance Committee Processes and Procedures for Considering and Determining Director Compensation

    | Audit Committee Current Members: Charles M. Holley, Jr.* (Chair) Wanda M. Austin S. Omar Ishrak Amy E. Miles* *Audit Committee financial expert Number of Meetings Held in 2024: 10 Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC, including the requirements regarding financial literacy and sophistication. | Description and Key Responsibilities: • Oversees our accounting and financial reporting process and the audits of the financial statements, as required by NASDAQ. • Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements. • Has sole authority for the appointment, compensation, and oversight of the work of the independent registered public accountants. • Reviews and discusses, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases. • Approves related party transactions. • Reviews any violations or alleged violations of the Company’s Code of Ethics for the CEO and Senior Financial Officers. | | | Audit Committee Oversight of the Independent Registered Public Accountants • Auditor Selection. Evaluates the qualifications and performance of our independent registered public accountants each year and appoints the independent registered public accountants annually. • Audit Partner Selection. Participates directly in the selection of the lead engagement partner through an interview process. • Audit Firm Evaluation. Considers the quality and efficiency of the services provided, and the independent registered public accountants’ technical expertise and knowledge of our operations and industry. • Audit Firm Services. Pre-approves services. |

  30. Governance Committee Processes and Procedures for Considering and Determining Director Compensation

    | Corporate Responsibility and Compliance Committee Current Members: Ellen J. Kullman (Chair) Michael V. Drake Brian J. Druker Tyler Jacks Mary E. Klotman Number of Meetings Held in 2024: 5 Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC. | Description and Key Responsibilities: • Oversees our compliance program and reviews our programs in a number of areas governing ethical conduct including: – U.S. federal health care program requirements; – FDA requirements and other regulatory agency requirements, including good manufacturing, clinical, and laboratory practices, drug safety, and pharmacovigilance activities; – interactions with members of the healthcare community; – anti-bribery/anti-corruption risks; – environmental sustainability; – employee health and safety; – information security, including cybersecurity and artificial intelligence; and – government and legislative affairs, including our Political Action Committee. • Receives regular updates on value (which includes pricing) and access, political, and environmental trends, and public policy issues that may affect our reputation, including our business or public image, and reviews other elements of our sustainability and philanthropic activities. |

  31. Pay Ratio

    Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other staff members, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The Company determined our median employee based on target total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2024. Target total direct compensation included base salary, target annual cash incentive award opportunity for the period, and the target annual grant value of long-term incentive equity awards during 2024. Earnings of our staff members outside of the U.S. were converted to U.S. dollars using currency exchange rates as of December 31, 2024. No cost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 2024 which was $160,017. As disclosed in the “Summary Compensation Table” appearing on page 84, our CEO’s annual total compensation for 2024 was $24,428,495. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 153 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2024” above and our Compensation Discussion and Analysis beginning on page 47.

  32. 2024 Activities Supporting Execution of Our Strategy

    | Strategic | Importance | | | Select 2024 Activities | | Priorities | Our branded biosimilars build on our existing business capabilities and increase the efficient use of our existing resources by being fully integrated with, and supported by, our biologic development, manufacturing, and global commercial operations capabilities. | • | Our biosimilar portfolio delivered $2.2 billion of sales and 16% sales growth (compared to 2023) in 2024. We strengthened our biosimilars portfolio in 2024, including the following advancements: | | | Branded Biosimilars | | | | | | | | | – | We launched PAVBLU™ (EYLEA®(1) biosimilar) in the U.S. in the fourth quarter 2024, following FDA approval for the treatment of retinal conditions. | | | | | – | BKEMV™ received FDA approval as the first interchangeable biosimilar to SOLIRIS®(1). | | | | | – | We launched WEZLANA™ (STELARA®(1) biosimilar) in multiple geographies, including the European Union and Canada, in 2024 and in the U.S. in January 2025. | | | | | – | For ABP 234 (a biosimilar candidate to KEYTRUDA®(1)), a Phase 3 study was initiated in patients with advanced or metastatic non-squamous non-SCLC. | | | | | – – | For ABP 206 (a biosimilar candidate to OPDIVO®(1)), two comparative clinical studies are enrolling certain patients with melanoma. For ABP 692 (a biosimilar candidate to OCREVUS®(1)), a comparative clinical study in relapsing-remitting multiple sclerosis was initiated in January 2025. | | Global Impact | We established a global presence to capture the full value of our innovative capabilities globally. International expansion is an important part of our growth strategy. Amgen has a presence in approximately 100 countries around the world. | • • | Revenues from non-U.S. markets comprise more than 25% of our total revenues. Our global presence and capabilities are helping to bring our medicines to more patients, including the rare disease products acquired as part of our acquisition of Horizon. As part of these efforts, TEPEZZA received approvals in Japan and a number of countries in the Middle East and is under regulatory review in multiple additional geographies, including in the European Union, Great Britain, Canada, and Australia. | | | | | • | We opened a new technology and innovation site in Hyderabad, India. The site, known as Amgen India, will accelerate digital capabilities across our global organization to further advance our pipeline of medicines. | | | Manufacturing Excellence | We are strategically investing at every stage of manufacturing across our network to reliably and efficiently meet growing demand for our medicines while maintaining their high quality. As part of these investments, we are expanding our facilities using our innovative designs developed as part of Amgen Ecovation™, as well as applying our innovative process development advancements. | • | We have been innovating our manufacturing facilities utilizing state-of-the-art technologies, including Amgen Ecovation, our proprietary biomanufacturing approach with flexible, modular designs that enhance production, require less space, can be built in less time, require lower capital investment, and cost less to operate than traditional plants, while also reducing environmental impact. | | | | | • | We have also developed innovative manufacturing processes that are being implemented in certain of our facilities and are designed to significantly increase our yields. By increasing yields, these innovative process developments greatly enhance our productivity and efficiencies. | | | | | • | We are investing in the expansion of our manufacturing network, including our newest U.S. biomanufacturing facilities in: | | | | | | – | Ohio, the location of our facility that was licensed by the FDA in 2024; and | | | | | – | North Carolina, where our recently constructed cutting-edge drug plant (that we are now readying for FDA review and licensure) is located and where we have broken ground, in January 2025, on a second plant to meet the growing demand for our medicines. | | Continuous Improvement | We prioritize continuous operating improvements to fund innovation. In addition to our ongoing digital transformation journey to achieve maximum efficiencies and drive innovation, we are focusing on integration of our acquisitions and collaborations to accelerate our realization of benefits from these investments. | • • | To drive the successful integration of our October 2023 acquisition of Horizon, we completed key integration milestones related to staffing, compensation, organizational design, and portfolio strategy, while also delivering more than $400 million in synergies. We continue to invest in information technology platforms and Company-wide process simplification and automation to further enable speed and efficiencies throughout our Company. | | | | | • | Amgen India, our new technology hub, along with our automation efforts, will accelerate digital capabilities across our global organization and advance continuous improvement in our pipeline development, while achieving efficiencies and resource prioritization within our Company. | | | Return of Capital | Our strong cash flows and balance sheet allow us to make substantial investments for long-term growth. We also recognize that stockholders who support investment in developing innovative medicines require an appropriate return on the capital they commit to Amgen. | • | Invested $7.1 billion in 2024 for long-term growth ($6.0 billion in research and development; and $1.1 billion in capital expenditures, including investments in expansion of our manufacturing facilities). | | | | | • | Reduced our debt outstanding by $4.5 billion, further strengthening our balance sheet. | | | | | • | Returned $5.0 billion of capital to our stockholders in the form of $4.8 billion of dividends and $0.2 billion in share repurchases. | |

  33. Our 2024 Performance

    | Return of Capital | Our strong cash flows and balance sheet allowed us to make significant investments for long-term growth, including in our | | internal research and development projects and in our capital projects (such as adding to, and expanding, our manufacturing capacity at various Amgen manufacturing sites), while executing our deleveraging plans and simultaneously growing our dividend. | |

  34. 2024 Annual Cash Incentive Plan

    2024 Annual Cash Incentive Plan

  35. 2024 Annual Cash Incentive Plan

    | Earned amounts from our 2024 annual cash incentive plan are tied directly to our performance based on pre-established financial and operating performance goals designed to drive execution of our strategic priorities. |

  36. 2024 Annual Cash Incentive Plan

    | | | | % of | Resulting | | | | | Target | Weighted | | Goal | | Weighting | Achieved | Score | | 1. | Financial Performance | 60% | | 63.1% | | a. | Revenues | | | | | | Target $33.278B | | | | | | Results $33.424B | 30% | 103.3% | 31.0% | | b. | Non-GAAP Net | | | | | | Income(1) | | | | | | Target $10.523B | | | | | | Results $10.734B | 30% | 107.0% | 32.1% | | 2. | Progress Innovative Pipeline | 30% | | 53.3% | | a. | Advance Early | | | | | | Pipeline | 10% | 176.4% | 17.6% | | b. | Execute Key | | | | | | Clinical Studies | | | | | | and Regulatory | | | | | | Filings | 20% | 178.4% | 35.7% | | 3. | Deliver Annual Priorities | 10% | | 22.0% | | a. | Sustainability | 5% | 214.6% | 10.7% | | b. | Successful | | | | | | Integrations and | | | | | | Collaborations | 5% | 225.0% | 11.3% | | | Final Score | | | 138.4% |

  37. 2024 Annual Cash Incentive Plan

    1. We delivered strong financial performance.

  38. 2024 Annual Cash Incentive Plan

    | a. Revenues and b. non-GAAP net income - 30% weighting each |

  39. 2024 Annual Cash Incentive Plan

    In early February 2024, we provided investors initial guidance for the year for revenues (between $32.4 and $33.8 billion) and non-GAAP earnings per share, or EPS(1) (between $18.90 and $20.30). Also in February 2024, our Compensation Committee established 2024 financial performance goals with the revenue goal target slightly above the midpoint of our February 2024 revenue guidance and above our 2023 reported revenues ($28.2 billion), and the non-GAAP net income goal generally correlated to the midpoint of our February 2024 non-GAAP EPS guidance and above our 2023 non-GAAP net income ($10.03 billion). As a result of the focus of and execution by our executive leaders and the efforts of our entire Company, and after significantly growing our investment in research and development in 2024 in support of expanding and advancing our innovative pipeline, our financial performance was above our targets, resulting in 103.3% of target achieved for our revenue goal and 107.0% of target achieved for our non-GAAP net income goal, for a weighted payout of 63.1% of target incentive opportunity. Based on strong financial performance and execution of operational goals and annual priorities, performance under our 2024 Company performance goals resulted in performance achievement and payout under our annual cash incentive program at 138.4% of target bonus opportunity.

  40. Obesity

    | Performance Under Our Long-Term Incentive Program |

  41. Obesity

    Our long-term incentive (LTI) compensation plan is tied directly to our stock performance and key annual operational metrics and aligns with long-term value creation for our stockholders. 80% of our annual LTI equity award grants are performance-based, aligning compensation with long-term value creation for our stockholders. Performance units comprise 50% of our annual LTI equity award grants. The goal design and all measurement targets are established at the beginning of each three-year performance period. For the 2022-2024 performance period, awards were earned based on our performance as measured against annual targets established at the beginning of the performance period for the equally weighted non-GAAP(1) operating measures of EPS growth and return on invested capital, or ROIC, with a three-year TSR modifier of +/- 30 percentage points relative to the TSR of the companies in the S&P 500. ROIC was included as a measure and rigorous targets were set to reflect our ongoing focus on remaining operationally disciplined in our management of our capital. Consistent with our capital allocation priorities, in 2023, we acquired Horizon and its rare disease portfolio that fits squarely within our overall strategy for long-term growth and is additive to our base business. However, the additional capital required to be deployed for this acquisition substantially reduced our three-year average ROIC operating measure score to 55.1% for the 2022-2024 performance period. As we delivered target three-year average EPS growth, resulting in a 100.3% operating measure score for this performance period, when both operating measures are averaged for the three-year performance period, our total operating measures score is below target (77.7%). Target TSR performance over the three-year performance period was set at the 50th percentile relative to the TSRs of the companies in the S&P 500. For relative TSR performance below the 50th percentile, there is a reduction in the total percentage of performance units earned for the performance period. For the 2022-2024 performance period, our TSR performance ranking relative to the TSRs of the companies in the S&P 500 for the three-year performance period was at the 46.3rd percentile of S&P 500 companies and resulted in a negative 4.4 percentage points TSR modifier for a total payout of 73.3% of performance units granted. A detailed depiction of our performance under these operating measures and the resulting calculation is on the next page. (1) The non-GAAP operating measures (EPS growth and ROIC) with respect to the 2022–2024 performance period are as reported and reconciled in Appendix B, except that operating measures for 2024 performance were further adjusted to exclude the impact of direct on-going revenues and expenses, including interest expense from acquisition-related debt, from the acquisitions of ChemoCentryx, Inc. and Horizon Therapeutics plc, as prescribed by the 2022-2024 performance goals document when it was established in March 2022. For this purpose, non-GAAP net income was decreased by $258 million, or $0.48 per share, and ROIC was decreased by 2.4%.

  42. 2022-2024 Performance Period Goal Design and Award Calculation

    2022-2024 Performance Period Goal Design and Award Calculation The Compensation Committee constructed the goal design for the 2022-2024 performance period (January 1, 2022 to December 31, 2024) with the same two operating measures as that of the Company's other active performance periods of non-GAAP EPS growth and ROIC weighted equally in each year and relative TSR modifier (+/-30 percentage points). The TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. (1) The non-GAAP operating measures (EPS growth and ROIC) with respect to the 2022–2024 performance period are as reported and reconciled in Appendix B, except that operating measures for 2024 performance were further adjusted to exclude the impact of direct on-going revenues and expenses, including interest expense from acquisition-related debt, from the acquisitions of ChemoCentryx, Inc. and Horizon Therapeutics plc (Horizon), as prescribed by the 2022-2024 performance goals document when it was established in March 2022. For this purpose, non-GAAP net income was decreased by $258 million, or $0.48 per share, and ROIC was decreased by 2.4%. (2) Our targets for 2022 and 2023 performance were disclosed under the 2022–2024 Performance Goals in our 2023 Proxy Statement filed with the SEC on April 6, 2023 and our 2024 Proxy Statement filed with the SEC on April 17, 2024, respectively. (3) ROIC includes cash in invested capital to better align with our strategic priority of “Innovative Medicines” (which contemplates pursuit of innovation both internally and externally) by removing certain potential disincentives for acquisitions that could yield innovative medicines and drive shareholder value, For 2024, our ROIC score continued to be negatively impacted by the additional debt required to acquire Horizon. (4) TSR Measurement Points = average daily closing price of stock for the first 20 trading days beginning on the grant date and the last 20 trading days of the performance period.

  43. Long-Term Incentive Equity Award Design in 2024

    Long-Term Incentive Equity Award Design in 2024 In December 2023 and February 2024, the Compensation Committee reviewed, evaluated, and established a performance award goal design for the 2024-2026 performance period (January 1, 2024 to December 31, 2026) with input from management and FW Cook, to reflect stockholder discussions and continue to drive operating performance and financial discipline. For the 2024-2026 performance period, the Compensation Committee retained the same performance award goal design as that of the 2023-2025 performance period with the non-GAAP operating measures of EPS and ROIC weighted equally in each year measured against targets and goals pre-established at the beginning of the three-year performance period for each year of the performance period. The Compensation Committee selected non-GAAP EPS to drive delivery of value to stockholders and ROIC to reflect our ongoing focus on remaining operationally disciplined in our management of our capital. As part of the Compensation Committee's regular review of prior performance period outcomes and to address any potential disincentives for activities that support our strategic priorities, including developing innovative medicines and driving stockholder value, the Compensation Committee incorporated certain changes to elements of the calculation of the 2024-2026 non-GAAP operating measures. For the 2024-2026 Performance Period, the Compensation Committee determined to exclude from the non-GAAP operating measures the impact of future divestitures over $1 billion as well as to exclude from ROIC capitalized licensing transaction milestone payments over $300 million and identifiable assets from future acquisitions over $1 billion (and related current liabilities). The Compensation Committee retained the TSR modifier of +/-30 percentage points and the requirement that the TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. This requirement ensures a stronger tie to stockholders’ interests and investment experience in a challenging market. A detailed depiction of the 2024-2026 performance period goal design can be found in “Elements of Compensation and Specific Compensation Decisions—2024-2026 Performance Period Goal Design and Award Calculation.”

  44. Feedback From Our Stockholders and Responsive Actions Taken by Our Board

    | | Our Compensation Best Practices | | | | | | What we do | | | What we don’t do | | ✓ | Majority of compensation is performance-based: A substantial majority of NEO compensation is performance-based and at risk. | | ´ | No hedging or pledging: With respect to our Common Stock, all of our staff members and Board members are prohibited from engaging in short sales, purchasing or pledging our Common Stock on margin(3), or entering into any hedging, derivative, or similar transactions. | | ✓ | Performance-based equity: Our LTI equity award grants are primarily (80%) performance-based, with 50% in three-year performance units. | | | | | | | | ´ | No alterations to our established goals to respond to changing business conditions. | | ✓ | Minimum vesting periods: Our equity incentive plan provides that our equity awards are subject to a minimum vesting period of no less than one year for 95% of equity awards granted. Stock options and RSUs generally vest over four years to emphasize the long-term performance focus of our LTI equity award program and enhance retention. | | | | | | | | ´ ´ | No re-pricing or backdating: We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of equity awards. No tax gross-ups: We do not provide tax gross-ups, except for business-related payments such as reimbursement of certain relocation expenses on behalf of newly hired and current executives who agree to relocate to work on the Company’s behalf. | | ✓ | Stock ownership and retention guidelines: We have a six times base salary stock ownership requirement for our Chief Executive Officer. Our Executive Vice Presidents and Senior Vice Presidents have three times and two times base salary stock ownership requirements, respectively. Officers are required to hold shares of our Common Stock acquired through the vesting of restricted stock units, or RSUs, the payout of performance units, or the exercise of stock options until they have reached the required stock ownership level. Compliance with this policy is assessed annually and all executive officers, including our NEOs, who were expected to meet such guidelines by December 31, 2024, were in compliance. | | | | | | | | ´ ´ ´ ´ | No single-trigger and no gross-ups in the event of a change of control: We do not have “single-trigger” equity vesting acceleration upon a change of control for RSUs or stock options and do not provide tax gross-ups on change of control payments. No excessive perks: Our perquisites are limited to those with a clear business-related rationale. No employment agreements: We do not have employment contracts or guaranteed bonuses, other than in countries where they are required by law. No dividends paid on unvested equity: Dividends equivalents accrue on our performance units and RSUs, but are paid out in shares of our Common Stock only when, and to the extent that, the underlying award is earned and vested. Stock options do not have dividend equivalent rights. | | ✓ | Clawback Policy: Our Compensation Committee has adopted a clawback policy(1) that provides for the mandatory recovery from our Section 16 officers, including our NEOs, of erroneously awarded incentive-based executive compensation, including past cash bonuses and performance units payouts received by our executive officers, granted, earned, or vested, wholly or in part, upon the attainment of any financial reporting measure that is the subject of a financial restatement. The clawback policy is a no-fault policy as it is applicable to all Section 16 officers regardless of any misconduct or negligence. | | | | | ✓ | Recoupment Provisions for Misconduct: Our recoupment mechanisms include: | | | | | | ✓ | Cash Incentive Compensation Plan Recoupment Provisions: Recoupment provisions applicable to all staff members that expressly allow the Compensation Committee to determine that annual cash incentive awards are not earned fully, or in part, where such employee has engaged in misconduct that causes serious financial or reputational damage to the Company. | | | | | ✓ | Equity Recoupment Policy: We maintain a policy, applicable to all equity awards granted after December 31, 2020, that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options should an executive officer be terminated for engaging in misconduct that caused serious financial or reputational damage to the Company. | | | | ✓ | Independent compensation consultant: The Compensation Committee retained and sought advice from Frederic W. Cook & Co., Inc., or FW Cook, to assist the Compensation Committee in its review and determination of executive compensation. | | | | | ✓ | Amgen Values: The Amgen Values(2) overlay our Company performance goals and the Compensation Committee assesses each NEO’s annual compensation based on compliance with these internal standards. | | | |

  45. Our 2024 Compensation Program Highlights and Objectives

    | *Vesting: Stock options and RSUs generally vest over four years to emphasize the long-term performance focus of our LTI equity award program and enhance retention. |

  46. Our 2024 Compensation Program Highlights and Objectives

    The preceding pie charts are calculated using (i) the “Salary” column from the “Summary Compensation Table” in our Executive Compensation Tables; (ii) the target annual cash incentive award in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – Target” column in the table in footnote 2 to the “Grants of Plan-Based Awards” table in our Executive Compensation Tables; and (iii) the grant date fair value of annual grants of performance units, RSUs and stock options in the “Grant Date Fair Value of Stock and Option Awards” column of the “Grants of Plan-Based Awards” table in our Executive Compensation Tables. Percentage calculations for other NEOs based on a simple average and excludes Dr. Bradner's new hire cash and equity awards that replaced the value of equity awards from a previous employer that were forfeited in connection with the commencement of his employment.

  47. How We Establish Our Peer Group

    How We Establish Our Peer Group

  48. How We Establish Our Peer Group

    | 2024 Peer Group Companies (unchanged from the prior year) We focus on biotechnology and pharmaceutical companies with which we compete for executive talent. | | | Objective Criteria Considered | 2024 Peer Group | | • GICS codes of biotechnology (352010) and pharmaceuticals (352020); • 12-month average market capitalization between 0.25 and 4.0x that of Amgen’s average market capitalization for the same period;(1) • Trailing four-quarter revenues between 0.25 and 4.0x that of Amgen’s revenues;(1) • Non-U.S. peers limited to those commonly identified as a “peer of peers”;‡ • Competitors for executive talent; • Companies of comparable scope and complexity; • Competitors for equity investor capital; • Companies that identify us as their direct peer;‡ and • Companies with similar pay practices. | • AbbVie Inc. • AstraZeneca plc* • Biogen Inc. • Bristol-Myers Squibb Company • Eli Lilly and Company • Gilead Sciences, Inc. • GlaxoSmithKline plc* • Johnson & Johnson • Merck & Co., Inc. • Novartis AG* • Pfizer Inc. • Regeneron Pharmaceuticals, Inc. • Roche Holding AG* • Sanofi S.A.* |

  49. How We Establish Our Peer Group

    ‡ All companies in 2024 peer group list Amgen as a peer. * Non-U.S. based (1) For purposes of the 2024 peer group analyses:

  50. How We Establish Our Peer Group

    | | Market Capitalization(a) | Revenues(b) | | Amgen | $148 billion | $31 billion | | Relative Peer Group Position | 2nd quartile | 1st quartile |

  51. How We Establish Our Peer Group

    (a) Represents the 12-month average market capitalization as of June 30, 2024. (b) Represents revenues for the trailing four quarters ending March 31, 2024, except Sanofi S.A., which is for the trailing four quarters ending December 31, 2023, as provided by the Standard and Poor’s Capital IQ database, and includes pro forma results of a combined Amgen Inc. and Horizon Therapeutics plc (Horizon) entity, as if the Company’s acquisition of Horizon had occurred on April 1, 2023.

  52. Peer Group Data Sources

    Peer Group Data Sources Our primary data sources for evaluating all elements of compensation for our CEO is data compiled by FW Cook from the SEC filings of our peer group, including for the 25th, 50th, and 75th percentiles of the specific compensation elements paid to peer group CEOs. For 2024 compensation decisions for our executives, other than the CEO, additional published survey sources were utilized to provide a robust and comprehensive data set. As in prior years, our primary data sources for evaluating all elements of compensation included available data from peer group proxy statement filings, the Willis Tower Watson Pharmaceutical Human Resources Association Survey, the Willis Towers Watson Pharmaceutical and Health Sciences Survey, and the Radford Life Sciences Global Compensation Database. From time to time, our Compensation Committee, with advice from FW Cook, may depart from the benchmarking data to account for structural differences in our organization versus those of our peer group, the strategic importance of certain roles to our business, and internal equity. Factors such as experience level, performance, tenure, size, scope, complexity and impact of the role, and market demand for the role can also come into consideration. For example, the Executive Vice President and Chief Technology Officer role held by Dr. Reese is not well-matched in benchmarking data or peer group proxy statements, given the unique scope and complexity of this role, which includes responsibilities for accelerating the use of technology and artificial intelligence across the organization as well as for the Global Medical function. Due to this lack of comparability, the compensation for our Executive Vice President and Chief Technology Officer is determined in relation to the compensation decisions made for our other Executive Vice President roles. Based on this data (to the extent applicable), the Compensation Committee is presented with a comparison of each NEO on a position or pay rank basis, with information of each element of compensation for such NEO at the 25th, 50th, and 75th percentile of the peer group. Consistent with generally accepted practice and because base pay survey data is only available for the previous calendar year, base pay survey data is aged forward to the current year based on expected salary movement. The “Market Median,” as applicable, is determined for our CEO and our other NEOs based on the most recently disclosed compensation of the Company's peers at the time compensation decisions are made and is considered by the Compensation Committee as a reference point to inform compensation decisions made in March of each year as described below.

  53. Peer Group Data Sources

    | Market Median | | | CEO (compiled by FW Cook) | Other NEOs | | • 50th percentile of each compensation element paid to CEOs in our peer group in the most recently disclosed year at the time compensation decisions are made, as reported in applicable proxy statements. | • Average of the 50th percentile of each compensation element of our peer group from the survey data and proxy statements for the most recently disclosed year modified for the Executive Vice President and Chief Technology Officer role as described above. |

  54. 2025 Peer Group Companies

    2025 Peer Group Companies On an annual basis, FW Cook reviews our peer group with the Compensation Committee to determine whether the peer group remains appropriate for the following year. In August 2024, FW Cook recommended the continued use of the previously established objective criteria for consideration when developing the peer group pool and that continued focus on U.S. peers is appropriate, recognizing that the non-U.S. peers reflect differences in law, stockholder influences, and governance practices. FW Cook further recommended the retention of all current peer group members and the addition of Vertex Pharmaceuticals Incorporated to the peer group for 2025, which addition moves Amgen closer to the median on most size measures. Based, in part, on these recommendations from FW Cook, as well as a review of the objective criteria, the Compensation Committee added Vertex Pharmaceuticals Incorporated to the current peer group and determined that this peer group, composed of 15 companies (ten of which are based in the U.S.) is appropriate for 2025 executive compensation benchmarking.

  55. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards Our compensation program aims to achieve the appropriate balance of compensation elements relative to the responsibilities of our staff members, with the result that the largest proportion of compensation for our CEO and the other NEOs is in LTI equity awards that are risk-based and closely aligned with the creation of long-term stockholder value. For 2024, equity-based compensation represents 80% of our CEO’s target compensation and 67% of target compensation for our other NEOs on average, and 50% of annual equity awards are in long-term performance units. In addition, while being mindful of stockholder dilution (see below), we also grant LTI equity awards each year to nearly all of our staff members worldwide to increase staff awareness of how our performance impacts stockholder value. We believe that our practice of granting equity-based compensation broadly has been a significant factor in advancing our strategic priorities by aligning all of our staff members’ (including our NEOs’) interests with those of our stockholders, rewarding execution of our strategy, fostering long-term focus, and enhancing retention.

  56. We Continue to Exercise Discipline in the Grant of Long-Term Incentive Equity Awards—Monitoring Dilution and Annual Equity Usage

    We Continue to Exercise Discipline in the Grant of Long-Term Incentive Equity Awards—Monitoring Dilution and Annual Equity Usage Our Compensation Committee balances the use of equity to align staff members with our stockholders while striving to limit stockholder dilution to that amount which investors would expect to experience with members of our peer group. Following its annual review of the Shareholder Value Transfer (SVT) associated with proposed aggregate LTI equity award grants to ensure that our SVT is aligned with our peer group practices, LTI equity award grant guidelines were established in reference to the practices of our peer group and an annual LTI equity award budget was set at approximately the 50th percentile of our peer group. As illustrated below, the resulting dilutive effect of our equity grants has been maintained at a generally consistent level over the past six years.

  57. Long-Term Incentive Equity Award Mix

    Long-Term Incentive Equity Award Mix As part of its annual evaluation of our LTI equity award practices, the Compensation Committee reviewed our LTI equity award mix with FW Cook and elected to maintain the previous year’s LTI equity award allocation for 2024 given its pay-for-performance alignment. As such, 80% of our annual equity award value continued to be delivered as performance-based LTI equity awards consisting of performance units (50%) and stock options (30%). Time-vested RSUs, designed to foster retention, comprise the remaining 20% of equity value. Stock options and RSUs generally vest over four years to support the longer-term performance emphasis of our LTI equity award program and enhance retention. For more information on our equity award vesting schedule, please see the "Plan Minimum Vesting Period of One Year" section below.

  58. LTI Equity Award Allocation

    LTI Equity Award Allocation

  59. Value of 2024 Annual Long-Term Incentive Equity Awards

    Value of 2024 Annual Long-Term Incentive Equity Awards Based on a review of Company and executive performance, market data, and FW Cook and management’s recommendations, in March 2024 the Compensation Committee determined to grant the following annual LTI equity award grant values to our CEO and the other NEOs, with an effective grant date of May 6, 2024, the date which was two business days after the date of release of our first quarter 2024 earnings results in accordance with our equity grant policy.

  60. Value of 2024 Annual Long-Term Incentive Equity Awards

    | | | | Restricted | Total Equity | | Difference vs. | | | Performance | Stock | Stock | Value | Market | Market Median | | | Units(1) | Options | Units | Granted | Median(2) | Over/(Under) | | Named Executive Officer | ($) | ($) | ($) | ($) | ($) | (%) | | Robert A. Bradway | 9,000,000 | 5,400,000 | 3,600,000 | 18,000,000 | 15,000,000 | 20.0 | | Murdo Gordon | 2,650,000 | 1,590,000 | 1,060,000 | 5,300,000 | 4,643,000 | 14.2 | | David M. Reese(3) | 2,400,000 | 1,440,000 | 960,000 | 4,800,000 | n/a | n/a | | Peter Griffith | 2,400,000 | 1,440,000 | 960,000 | 4,800,000 | 4,353,000 | 10.3 | | James E. Bradner | 2,150,000 | 1,290,000 | 860,000 | 4,300,000 | 4,717,000 | (8.8) |

  61. Value of 2024 Annual Long-Term Incentive Equity Awards

    (1) The 2024-2026 performance period runs from January 1, 2024 through December 31, 2026. (2) For more information regarding the determination of the Market Median, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously discussed. (3) As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Dr. Reese and his LTI equity award value was established using comparisons to the values granted to our other Executive Vice President roles. Based on the Compensation Committee’s review of market and other data described above, in March the committee approved a year-over-year increase in annual LTI equity award value for Mr. Bradway from $15.9 to $18.0 million to recognize his successful leadership of the Company, tenure in the CEO role, and successful execution of the Company’s strategic priorities, including the Horizon acquisition and other activities in support of the long-term growth of the Company. This was the first increase in Mr. Bradway's annual LTI equity value since 2021. In recognition of their successful leadership of their respective functions, scope of responsibilities across their respective roles, and execution of activities in support of the long-term growth of the Company, including the Horizon acquisition, as well as internal equity considerations, the Compensation Committee also approved year-over-year increases in annual LTI equity award grant values of $300,000 for Messrs. Gordon and Griffith and Dr. Reese. As such, the Compensation Committee approved annual LTI equity award grant values of $5.3 million for Mr. Gordon and $4.8 million for each of Dr. Reese and Mr. Griffith. Dr. Bradner joined the Company on December 18, 2023 and was granted an annual LTI equity award value of $4.3 million, consistent with the terms of his new hire offer letter based on recognition of the competitive market practices for his role, importance of the role to the Company, and internal equity considerations. The Compensation Committee concluded that these annual LTI equity award values for Messrs. Gordon and Griffith and Drs. Bradner and Reese were appropriate because they provide compensation that is substantially "at risk," performance-based, focused on the longer-term, and aligned with stockholder interests.

  62. Performance Award Program 2022-2024 Performance Period Performance Units Earned

    Performance Award Program 2022-2024 Performance Period Performance Units Earned For the last operating year of our 2022-2024 performance period, our 2024 EPS performance earned 87.4% of target and 2024 ROIC performance earned 30.0% of target, resulting in 2024 performance of 58.7% of target for these non-GAAP operating measures. Our performance with respect to our non-GAAP operating measures resulted in 109.7% for 2022, 64.7% for 2023, and 58.7% for 2024. These annual operating measure percentage calculations were then averaged for a total operating measures score of 77.7% for this three-year performance period. Based on our TSR ranking of the 46.3rd percentile relative to the TSRs of the companies in the S&P 500, the total operating measures score of 77.7% was decreased by 4.4 percentage points, resulting in a payout of 73.3% of target performance units granted. Each earned performance unit converted to one share of Common Stock upon the payout date of March 17, 2025. For the 2022-2024 performance period, this payout percentage resulted in the following number of shares of Common Stock being earned. For additional information on the specific targets and actual performance and calculation of amounts earned, see the detailed description of the 2022-2024 performance period previously discussed on page 59.

  63. Performance Award Program 2022-2024 Performance Period Performance Units Earned

    | | | | Number of Shares | | Named | Performance Units Value | Number of Performance | of our Common | | Executive | Granted (Target) | Units Granted | Stock Earned | | Officer | ($) | (#) (1) | (#) (2) | | Robert A. Bradway | 7,956,250 | 32,149 | 25,922 | | Murdo Gordon | 2,500,000 | 10,101 | 8,144 | | David M. Reese | 2,250,000 | 9,091 | 7,330 | | Peter Griffith | 2,250,000 | 9,091 | 7,330 | | James E. Bradner(3) | n/a | n/a | n/a |

  64. Performance Award Program 2022-2024 Performance Period Performance Units Earned

    (1) Based on a grant date accounting value per performance unit of $247.48. (2) Includes dividend equivalents earned on these amounts rounded down to the nearest whole number of shares (excluding fractional shares paid in cash). See “Outstanding Equity Awards At Fiscal Year End” table below for more information regarding earned dividends. (3) Dr. Bradner commenced employment with the Company on December 18, 2023. For a description of the new hire long-term incentive (LTI) equity awards granted to Dr. Bradner in connection with the commencement of his employment, see the subsection “Non-Direct Compensation and Payouts in Certain Circumstances—Offer Letter with Limited Severance Benefits—Offer Letter—Dr. Bradner” below. Final Payout Multiplier (0-200% of target)

  65. 2023-2025 Performance Period Goal Design, Targets, and Award Calculation

    2023-2025 Performance Period Goal Design, Targets, and Award Calculation All operating measures and goals were established at the beginning of the three-year performance period. The Compensation Committee constructed the goal design for the 2023-2025 performance period (January 1, 2023 to December 31, 2025) with the same two operating measures as that of the Company's other active performance periods of non-GAAP EPS growth and ROIC weighted equally in each year and relative TSR modifier (+/-30 percentage points). The TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. (1) The 2024 non-GAAP operating measures (EPS growth and ROIC) with respect to the 2023-2025 performance period are as reported and reconciled in Appendix B. (2) Our targets for 2023 performance were disclosed under the 2023–2025 Performance Goals in our 2024 Proxy Statement filed with the SEC on April 17, 2024. (3) Broad ROIC “flat zone” reflecting a range of reasonable ROIC performance for which performance score is limited to target payout. (4) ROIC includes cash in invested capital to better align with our strategic priority of “Innovative Medicines” (which contemplates pursuit of innovation both internally and externally) by removing certain potential disincentives for acquisitions that could yield innovative medicines and drive shareholder value. (5) 2025 targets were pre-established at the beginning of the three-year performance period but are not being disclosed at this time as they are competitively sensitive. (6) TSR Measurement Points = average daily closing price of stock for the first 20 trading days beginning on the grant date and the last 20 trading days of the performance period.

  66. 2024-2026 Performance Period Goal Design, Targets, and Award Calculation

    2024-2026 Performance Period Goal Design, Targets, and Award Calculation The Compensation Committee constructed the goal design for the 2024-2026 performance period (January 1, 2024 to December 31, 2026) with the same two operating measures as that of the Company's other active performance periods of non-GAAP EPS growth and ROIC weighted equally in each year and relative TSR modifier (+/-30 percentage points). The TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. (1) The 2024 non-GAAP operating measures (EPS growth and ROIC) with respect to the 2024-2026 performance period are as reported and reconciled in Appendix B. (2) Broad ROIC “flat zone” reflecting a range of reasonable ROIC performance for which performance score is limited to target payout. (3) ROIC includes cash in invested capital and adjustments to exclude the impact of significant acquisitions and divestitures and certain capitalized milestones from licensing transactions to better align with our strategic priority of “Innovative Medicines” (which contemplates pursuit of innovation both internally and externally) by removing certain potential disincentives for activities that could yield innovative medicines and drive shareholder value. (4) 2025 and 2026 targets were pre-established at the beginning of the three-year performance period but are not being disclosed at this time as they are competitively sensitive. (5) TSR Measurement Points = average daily closing price of stock for the first 20 trading days beginning on the grant date and the last 20 trading days of the performance period.

  67. Dividend Equivalents

    Dividend Equivalents RSUs and performance units have dividend equivalent rights. Such dividend equivalents are payable only when, and to the extent that, the underlying RSUs and performance units, as applicable, are vested, earned, and converted to shares of Common Stock. The dividend equivalents may be paid in stock (with cash paid for fractional shares) or in cash at the Compensation Committee’s election. Stock options do not have dividend equivalent rights.

  68. Plan Minimum Vesting Period of One Year

    Plan Minimum Vesting Period of One Year Mindful of stockholder concerns and best practices, our equity incentive plan requires that at least 95% of all equity awards, including RSUs, restricted stock, stock options, performance awards, and dividend equivalents granted to staff members (including NEOs) will be subject to a minimum vesting period of no less than one year. Stock option and RSU grants generally vest over four years to emphasize the long-term focus of our LTI equity award program and enhance retention of staff members. After review of market competitive practices, the Compensation Committee determined that, beginning with awards granted on or after April 1, 2025, stock options and RSUs will vest in four equal installments on the first, second, third and fourth anniversaries of the grant date (awards granted prior to April 1, 2025 vest in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date).

  69. Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2025

    Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2025 The Compensation Committee reviewed the LTI equity award grant values proposed to be granted to NEOs in 2025. The Compensation Committee approved an LTI equity award grant value of the same value ($18 million) for Mr. Bradway as that of 2024 to recognize his continued successful execution against the Company's strategic priorities as well as his experience and tenure in his role. The Compensation Committee also maintained LTI equity award grant values for Mr. Gordon ($5.3 million) and Dr. Reese ($4.8 million) to recognize their continued successful leadership of their respective functions and strong execution of activities in support of the long-term growth of the Company. To recognize Mr. Griffith's experience and tenure in the role of Chief Financial Officer and his expanded operational leadership responsibilities, the Compensation Committee approved an increase in his LTI equity award grant value (from $4.8 to $5.3 million) and also increased the LTI equity award grant value for Dr. Bradner (from $4.3 to $4.8 million) in recognition of his successful leadership of our Research and Development team during a period of significant pipeline activity and advancement as well as the scope and criticality of his role to the Company. The Compensation Committee concluded that the LTI equity award values granted were appropriate because they recognize and reward strong execution by our executives with compensation that is substantially at risk, performance-based, and focused on the longer-term.

  70. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  71. Executive Incentive Plan

    Executive Incentive Plan Annual cash incentive awards to our NEOs are generally made under our stockholder-approved Executive Incentive Plan, or EIP, which employs a formula that establishes a maximum award possible for each participant based on our non-GAAP net income(1). For 2024, each of our NEOs was a participant in the EIP. This year, as in the past, actual awards under the EIP are determined by the Compensation Committee using its negative discretion under the EIP, with award determinations based on Company performance against the composite final score of the pre-established 2024 Company performance goals. In evaluating and confirming this approach, the Compensation Committee also considers the contributions of each participant’s role to our success during the year. In February 2024, the Compensation Committee determined the plan design for the Global Management Incentive Plan, or GMIP, and Global Performance Incentive Plan, or GPIP; the 2024 Company performance goals and weightings; the percentages payable for threshold, target, and maximum performance under such goals; and the definition of non-GAAP net income(1) and the maximum award payable for each EIP participant. Further, in March 2024, the Compensation Committee established the target annual cash incentive award opportunities for each EIP participant. (1) Non-GAAP net income for purposes of the EIP is as reported and reconciled in Appendix B. The maximum award under the EIP continued to be expressed as the EIP non-GAAP net income(1) definition and, consistent with past years, was 0.125% for our CEO and 0.075% for each of the other NEOs. As discussed previously, both historically and in 2024, the Compensation Committee has paid well below the maximum award permitted under the EIP based on a practice of exercising negative discretion by using the Company performance goals composite final score under our GMIP as applied to the participant’s target annual cash incentive award opportunity to determine actual awards.

  72. Target Annual Cash Incentive Award Opportunity

    Target Annual Cash Incentive Award Opportunity After review of market data and consultation with FW Cook, the Compensation Committee determined that the target annual cash incentive award opportunities for our NEOs would remain the same as those of 2023 (150% of base salary for our CEO and 100% for each of the other NEOs).

  73. 2024 Company Performance Goals

    2024 Company Performance Goals While all of these goals measure single-year performance, taken as a whole, they are intended to positively position us for both near- and long-term success, support our strategic priorities, and create stockholder value. The 2024 Company performance goals approved by the Compensation Committee were based on our February 2024 earnings guidance and 2024 budget at the time of such approval and are discussed below. For the 2024 Company performance goals, in February 2024, management recommended, and the Compensation Committee reviewed and concurred with, the retention of the same performance goal design (Deliver Results (60%), Progress Innovative Pipeline (30%), and Deliver Annual Priorities (10%)) as that of the 2023 Company performance goals. As to the annual priorities goal, after the successful delivery of our 2023 sustainability goals, our Compensation Committee approved sustainability goals (weighted 5%) for our 2024 Company performance goals designed to further advance the organization towards our 2027 environmental sustainability goals, drive measurable achievement of our representation of populations impacted by diseases being studied in our clinical trials (in support of our strategic priority of innovation), and enable our leaders to further advance our talent strategy and culture of inclusion and belonging to enhance the management of our human capital (in support of our strategic priority of continuous improvement), and integration and collaboration goals (weighted 5%) designed to drive the successful integration of our October 2023 acquisition of Horizon.

  74. 2024 Company Performance Goals and Results

    2024 Company Performance Goals and Results The table below sets forth the goals established, the weighting of each goal, and our actual performance for 2024. Payouts can range from 0% to a maximum of 225% of target annual cash incentive award opportunity for each metric and the final Company Performance Goals Score cannot exceed 225%. For additional discussion regarding our performance, please see “Aligning Pay With Performance” and “Implementation of Our Strategic Priorities.” Based on strong financial performance and execution of operational goals and annual priorities, performance under our 2024 Company performance goals resulted in performance achievement and payout at 138.4% of target annual cash incentive award opportunity.

  75. 2024 Company Performance Goals and Results

    | Deliver Results (60% weighting) | | Weighted Score Achieved 63.1% | | | | | ($ In Millions) | | | | | | | These goals are consistent with the fundamental importance of financial performance to us and our stockholders in both the near- and long-term, equally focused on top- and bottom-line growth, and assigned the largest percentage. No amounts can be earned for below-threshold performance for our financial metrics. | | | | | | | Goals | Weighting | Threshold (0%) | Target (100%) | Maximum (225%) | Achieved | | Revenues | 30% | $30,948 | $33,278 | $35,607 | $33,424 | | | | | | | 103.3% |

  76. 2024 Company Performance Goals and Results

    Our revenue goal target was slightly above the midpoint of our February 2024 revenue guidance (between $32.4 and $33.8 billion) and above our 2023 reported revenues ($28.2 billion).

  77. 2024 Company Performance Goals and Results

    | Non-GAAP Net Income(1) | 30% | $8,913 | $10,523 | $12,133 | $10,734 | | | | | | | 107.0% |

  78. 2024 Company Performance Goals and Results

    Our non-GAAP net income target was generally correlated to the midpoint of our February 2024 non-GAAP EPS guidance (between $18.90 and $20.30), and above our 2023 non-GAAP net income ($10.0 billion). Due to the focus of, and execution by, our executive leaders and the efforts of our entire Company, our financial performance exceeded targets, resulting in performance above target for revenues and non-GAAP net income. (1) Non-GAAP net income for purposes of EIP and the 2024 Company performance goals of our annual cash incentive plan and non-GAAP EPS are reported and reconciled in Appendix B.

  79. 2024 Company Performance Goals and Results

    | Progress Innovative Pipeline (30% weighting) | | | | Weighted Score Achieved 53.3% | | | Measures progress on both early- and later-stage programs and product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum, which we believe is critical to our continued success over both the near- and long-term. | | | | | | | Goals | Weighting | | Results | | Achieved | | Advance Early Pipeline— Focused on incentivizing early-stage innovation discovery activities important to our long-term success | 10% | • | We generated three new product teams (formed when a molecule has been judged to possess many of the attributes of a clinical candidate) for the treatment of peripheral artery disease, certain cancers and solid tumors, and refractory rheumatoid arthritis; four investigational new drug (IND) approvals for product candidates being studied in obesity, rare disease (for the treatment of thyroid eye disease, or TED), asthma, and ulcerative colitis; and two clinically actionable biomarker packages for a molecule in oncology being studied for the treatment of advanced solid tumor malignancies and a molecule being studied for the treatment of ulcerative colitis. | | 176.4% | | | | • | We initiated eleven first-in-human studies in unique indications, including for product candidates being studied in obesity, oncology (for the treatment of pancreatic cancer, prostate cancer, limited-stage small cell lung cancer, or SCLC, and solid tumors), rare disease (for the treatment of TED), and inflammation (for the treatment of asthma). | | | | | | • | We generated the necessary data and undertook activities to position five clinical stage programs for progression into the next stage of clinical development or for expansion into broader indications – maridebart cafraglutide (for obesity and related conditions), olpasiran (for the primary prevention of cardiovascular disease), xaluritamig(1) (for prostate cancer in chemotherapy-naïve patients), TEZSPIRE®(2) (for chronic obstructive pulmonary disease), and AMG 104(2) (for asthma). | | | | Execute Key Clinical Studies and Regulatory Filings— Designed to reward speed and effectiveness to maximize the value of our assets and deliver on our mission to serve patients | 20% | • | We executed on key clinical study milestones for maridebart cafraglutide (obesity), IMDELLTRA® (SCLC), BLINCYTO® (acute lymphoblastic leukemia), bemarituzumab (gastric and gastroesophageal junction cancers), rocatinlimab(3) (prurigo nodularis and atopic dermatitis), TEPEZZA®(4) (TED), and dazodalibep (Sjögren’s disease). | | 178.4% | | | | • | We completed key regulatory milestones, including: | | | | | | | - | TEPEZZA® Japan approval and multiple global regulatory submissions (including in the European Union, Great Britain, Canada, and Australia) for treatment of TED; | | | | | | - | UPLIZNA®(4) U.S. submission for treatment of Immunoglobulin G4-related disease; | | | | | | - - | IMDELLTRA U.S. approval for treatment of extensive-stage SCLC; BLINCYTO® U.S. approval and EU submission for treatment of patients with CD19-positive Philadelphia chromosome-negative B-cell precursor acute lymphoblastic leukemia; | | | | | | - | OTEZLA® U.S. approval for treatment of moderate to severe plaque psoriasis in pediatric patients; and | | | | | | - | PAVBLU™ (formerly ABP 938, biosimilar to EYLEA® (aflibercept)) U.S. approval and EU submission for the treatment of multiple retinal conditions, including neovascular (wet) age-related macular degeneration, macular edema following retinal vein occlusion, diabetic macular edema, and diabetic retinopathy. | |

  80. 2024 Company Performance Goals and Results

    Xaluritamig is being developed in collaboration with Xencor, Inc. (2) TEZSPIRE and AMG 104 are being developed in collaboration with AstraZeneca plc. (3) Rocatinlimab is being developed in collaboration with Kyowa Kirin Co., Ltd. (4) Horizon-acquired products.

  81. 2024 Company Performance Goals and Results

    | Deliver Annual Priorities (10% weighting) | | | | Weighted Score Achieved 22.0% | | | Goals | | Weighting | | Results | Achieved | | Sustainability— After the successful delivery on our 2023 sustainability goal, our 2024 goal was designed to: | | 5% | • | To support the achievement of our 2027 environmental sustainability aspirations, we delivered progress that exceeded our 2024 pre-specified percentage reduction targets for each of the three goal components (total carbon reduction, total water reduction, and total waste disposed reduction), resulting in maximum achievement under this goal. Further, Horizon’s carbon, water, and waste reporting was incorporated into our data assurance program by the end of the third quarter of 2024, resulting in maximum-level achievement for this goal. Learnings from this goal and the successful integration of Horizon environmental sustainability data have prepared us for the inclusion of Horizon in our 2027 goal of achieving climate neutrality in our operations. | 214.6% | | • | further advance towards our 2027 environmental sustainability goals and incorporate Horizon environmental sustainability reporting into our environmental data assurance program; | | | | | | • | create patient inclusion plans for priority clinical programs and develop and launch a training curriculum to improve staff member and service provider proficiency in implementing such plans; and | | | | | | | | | • • | To drive measurable achievement in our representation of populations impacted by diseases being studied in our clinical trials in support of our innovation strategic priority, we authored patient inclusion plans for four of our priority clinical programs (maridebart cafraglutide, olpasiran, xaluritamig(1), and AMG 193) outlining steps we are taking to support inclusion of representative patient populations in our clinical studies, and developed and rolled out a training curriculum for staff members who serve as clinical research associates in the U.S., medical science liaisons in the U.S., and global development operations staff members, resulting in above-target achievement under this goal. To enable our leaders to further advance our talent strategy and culture of inclusion and belonging in support of our strategic priority of continuous improvement, we created an enterprise-wide talent data and insights dashboard by the end of the third quarter of 2024 and trained 99% percent of our executives on this talent data and insights dashboard to enhance the management of our human capital, resulting in maximum achievement under this goal. | | | • | develop and conduct executive training on an enterprise-wide talent data and insights dashboard designed to better enable our leaders to have informed discussions and evaluate potential areas of opportunity to advance the Company’s talent strategy and culture of inclusion and belonging | | | | | | | Successful Integrations and Collaborations— Focused on integrating acquisitions and collaborations | 5% | • | To drive the successful integration of our October 2023 acquisition of Horizon, we established and achieved 2024 integration goals, including the completion of key integration milestones related to staffing, compensation, organizational design, and portfolio strategy, which we delivered ahead of schedule, while also delivering more than $400 million in synergies, which was two times above our synergies target of $200 million, resulting in maximum achievement for this goal. | 225.0% |

  82. 2024 Company Performance Goals and Results

    | 2024 Company Performance Goals Final Score | Achieved 138.4% |

  83. 2024 Company Performance Goals and Results

    (1)

  84. 2024 Annual Cash Incentive Awards

    2024 Annual Cash Incentive Awards As shown in the table above, our performance against the 2024 Company performance goals yielded a composite final score of 138.4% and the Compensation Committee awarded actual annual cash incentive awards under the EIP to our NEOs based on this composite final score. No further discretion was employed.

  85. 2024 Annual Cash Incentive Awards

    | Named Executive Officer | Target Opportunity (% of Base Salary) | Target 2024 Awards ($) | Actual 2024 Award ($)(1) | | Robert A. Bradway | 150 | 2,778,398 | 3,845,000 | | Murdo Gordon | 100 | 1,186,396 | 1,642,000 | | David M. Reese | 100 | 1,257,096 | 1,740,000 | | Peter Griffith | 100 | 1,123,339 | 1,555,000 | | James E. Bradner | 100 | 1,200,000 | 1,661,000 |

  86. 2024 Annual Cash Incentive Awards

    (1) Calculated in accordance with the 2024 Company performance goals composite final score based on actual 2024 earned base salary.

  87. 2025 Company Performance Goals

    2025 Company Performance Goals In March 2025, the Compensation Committee established Company performance goals for 2025 performance under our GMIP as follows:

  88. 2025 Company Performance Goals

    | | 2025 Company Performance Goals | | 60% | Deliver Results | | | • Revenues (30%) • Non-GAAP Net Income (30%) | | 30% | Progress Innovative Pipeline | | | • Execute Key Clinical Studies & Regulatory Filings (20%) • Advance Early Pipeline (10%) | | 10% | Deliver Annual Priorities | | | • Technology and Workforce (10%) |

  89. 2025 Company Performance Goals

    The Compensation Committee added a new annual priority of "Technology and Workforce" to focus the organization on technological advancement, end-to-end process innovation, and workforce transformation initiatives that will enable the Company to further leverage and accelerate the use of new technologies during a critical period of execution. This new annual priority was allocated the full 10% weighting available for annual priority goals. The Compensation Committee also reviewed the target incentive award opportunity for each NEO and determined that the previously established target incentive award opportunities remain appropriate and no changes were made to the target incentive award opportunity for any NEO for 2025.

  90. 2024 Base Salary Market Position

    2024 Base Salary Market Position The 2024 base salaries as in effect at the end of 2024 (a 3.8% increase over 2023 in alignment with the base salary increases made to our staff members generally for 2024) and the difference between the Market Median position are shown in the table below:

  91. 2024 Base Salary Market Position

    | | | | | | Difference vs. | | | | | | | Market Median | | | 2023 Base Salary | Increase | 2024 Base Salary | Market Median | Over/(Under) | | Named Executive Officer | ($) | (%) | ($) | ($)(1) | (%) | | Robert A. Bradway | 1,797,100 | 3.8 | 1,865,400 | 1,700,000 | 9.7 | | Murdo Gordon | 1,151,000 | 3.8 | 1,194,800 | 1,175,000 | 1.7 | | David M. Reese(2) | 1,219,700 | 3.8 | 1,266,000 | n/a | n/a | | Peter Griffith | 1,089,900 | 3.8 | 1,131,300 | 1,078,000 | 4.9 | | James E. Bradner(3) | 1,200,000 | 0.0 | 1,200,000 | 1,263,000 | (5.0) |

  92. 2024 Base Salary Market Position

    (1) For more information regarding the determination of the Market Median, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously discussed. (2) As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Dr. Reese. (3) Dr. Bradner commenced employment with the Company on December 18, 2023 and the terms of his new hire offer letter approved by the Compensation Committee (see the subsection “Non-Direct Compensation and Payouts in Certain Circumstances—Offer Letter with Limited Severance Benefits—Offer Letter—Dr. Bradner” below) were designed to be inclusive of 2024 base salary.

  93. Total Target Annual Cash Compensation

    Total Target Annual Cash Compensation Total target annual cash is the sum of the NEO’s base salary and target annual cash incentive award, which is a multiple of base salary. The Compensation Committee believes that reviewing our NEOs’ total target annual cash compensation, in addition to the available Market Median, provides a useful check in making compensation decisions. In March 2024, after reviewing total target annual cash compensation for each NEO compared to the available market data as depicted below and 2023 total target annual cash compensation figures, the Compensation Committee found such target annual cash compensation to be appropriate and supportive of the base salary and target annual cash incentive award compensation decisions for Mr. Bradway given his sustained strong leadership in the CEO role. The Compensation Committee determined that the target annual cash compensation for the other NEOs also was appropriate and supportive of the respective base salaries and target annual incentive awards compensation decisions, given each NEO’s successful leadership of their respective functions, scope of responsibilities in their respective roles, and experience.

  94. Total Target Annual Cash Compensation

    (1) For more information regarding the determination of the Market Median, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously discussed. (2) As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Dr. Reese.

  95. Clawback and Recoupment

    Clawback and Recoupment Clawback Policy. We have adopted a recovery of erroneously awarded compensation policy(1), or clawback policy, that requires that the Company, subject to the limited impracticability exceptions permitted by NASDAQ Stock Market listing standards, recapture from our Section 16 officers, including our NEOs incentive-based compensation, including cash bonuses and performance units payouts, that was granted, earned, or vested, wholly or in part, upon the attainment of any financial reporting measure that is the subject of a financial restatement(2), without regard to fraud or misconduct on the part of the executive. Compensation subject to this clawback policy is the gross amount received in excess of that which would have been received based on the restated financials. (1) Our clawback policy is available on our website at https://wwwext.amgen.com/about/how-we-operate/corporate-governance/amgen-policy-on-recovery-of-erroneously-awarded-compensation and filed in our Form 10-K for the year ended December 31, 2024. Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. (2) Includes accounting restatement correcting error (a) due to material noncompliance with financial reporting requirements that is material to previously issued financial restatements, or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected. Equity Recoupment Policy. We maintain an executive officer equity recoupment policy, applicable to all equity awards granted after December 31, 2020, that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of stock options in the event an executive officer is terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement). If an executive officer is subject to an investigation potentially implicating conduct that could result, or may have resulted, in serious financial or reputational damage to the Company, the Company may freeze access to covered equity awards during the investigation, and such unvested equity awards and unexercised stock options may ultimately be subject to forfeiture and cancellation. Cash Incentive Award Recoupment. Our cash incentive award programs (EIP, GMIP, and GPIP) expressly allow the Compensation Committee, or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award. Disclosure. Subject to our clawback and recoupment policies and provisions, we intend to disclose the general circumstances of any application of our clawback or recoupment policies and provisions against any executive officer (current or former) and the aggregate amount of compensation recovered. These provisions and policies do not limit any other action that the Company could take against an employee, including other disciplinary actions (including termination), ordinary course performance considerations, disclosure of wrongdoing to the government, and pursuit of any other legal claims against such employees.

  96. Policies for Grants of Long-Term Incentive Equity Awards

    Policies for Grants of Long-Term Incentive Equity Awards We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In an effort to avoid circumstances in which the grant of equity awards occurs while the Company is aware of material nonpublic information, our Compensation Committee has adopted an Equity Awards Policy that governs all grants of equity awards under our equity incentive plan, including stock options. In accordance with our Equity Awards Policy, our regular annual LTI equity award grants are typically approved by the Compensation Committee (for grants of equity awards to Senior Management, including our NEOs) or the Equity Award Committee (for grants to all other staff members) with a grant date that is the date that is two business days after the date of release of our first fiscal quarter earnings. Staff members may also receive special equity awards as determined by the applicable committee as new hires or for recognition and retention, promotions, or other purposes, and the effective date of such grants is generally also on the date that is two business days after the date of release of our quarterly or annual earnings after the date of determination by the applicable committee. Our Equity Awards Policy also provides that, in unusual and compelling circumstances, the grant date of an equity award may be the date at which the equity award is approved by the applicable committee (or a future date as specified by such committee), provided that any such grant date shall only be during a time when the Company and its officers are not prohibited from trading in the Company’s securities.

  97. Non-Direct Compensation and Payouts in Certain Circumstances

    Non-Direct Compensation and Payouts in Certain Circumstances

  98. Offer Letter With Limited Severance Benefits

    Offer Letter With Limited Severance Benefits In connection with new hires, we typically enter into offer letters detailing their initial compensation and requirements to pay back certain elements of compensation, including for Dr. Bradner, as described further below. To attract talented executives from outside the Company, our offer letters generally include severance terms that apply to terminations initiated by us and occur for reasons other than for “cause” within three years from the date of hire. These benefits are generally provided to officer-level candidates to provide an incentive for them to join us by reducing the risks and costs associated with making such a job change. Other than the foregoing, our CEO and NEOs are not covered by contractual arrangements that provide for severance or other benefits in the event of termination.

  99. Offer Letter–Dr. Bradner

    Offer Letter–Dr. Bradner Dr. Bradner commenced employment with the Company on December 18, 2023 and is currently subject to an offer letter that was negotiated in connection with his hiring. The terms of the offer letter were approved by the Compensation Committee and intended to align Dr. Bradner's 2024 total target direct compensation to that of the Company's other Executive Vice Presidents, including a base salary for Dr. Bradner of $1,200,000 and a target annual cash incentive award opportunity of 100% of base salary, as well as eligibility to receive an annual LTI grant in 2024 with a grant value of $4.3 million. We also agreed to provide Dr. Bradner with a $1,250,000 sign-on bonus to induce Dr. Bradner to accept our offer, however, such sign-on bonus is subject to recoupment if, within 24 months from his hire date, Dr. Bradner resigns his employment with the Company or for any reason his employment is terminated by us for “cause” (as defined). We also agreed to provide Dr. Bradner with new hire RSUs valued at $2.5 million which will vest over four years beginning on the second anniversary of the grant date through the fourth anniversary of the grant date at a rate of 33%, 33%, and 34% each year, respectively, contingent upon Dr. Bradner being actively employed with us through each vesting date. The Compensation Committee concluded that this LTI equity award value was appropriate because it provides compensation that is focused on the longer-term and targeted at the Market Median. To further induce Dr. Bradner to join our Company and to compensate Dr. Bradner for equity forfeited as a result of the commencement of his employment with us, we agreed to provide Dr. Bradner with RSUs valued at $4,019,359 (which will vest over four years in accordance with the schedule described above) and a cash award of $1,021,429, which values approximated the value of equity from a previous employer that was forfeited by Dr. Bradner in joining the Company. Dr. Bradner’s offer letter also provides for cash severance protection for two years following his employment date equal to two (2) years' annual base salary and two (2) times target annual cash incentive opportunity, plus up to 12 months of COBRA medical and dental coverage paid for by us. As discussed above, benefits of this type are often provided to officer-level candidates to provide an incentive to them to join our Company by reducing the risk of making such a job change. These severance benefits expire on December 18, 2025, and are payable only if Dr. Bradner is terminated other than for “cause."

  100. Change of Control and Severance Benefits

    Change of Control and Severance Benefits Double Trigger Change of Control Severance Plan In the event of a change of control and a qualifying termination, our Change of Control Severance Plan provides severance payments to 2,224 U.S. staff members (as of December 31, 2024), including each NEO. There are no tax gross-up payments provided under the plan. The plan is structured so that payments and benefits are provided only if there is both a change of control and a termination of employment, either by us other than for “cause” or “disability” or by the participant for “good reason” (as each is defined in the plan)—sometimes referred to as a “double-trigger”—because the intent of the plan is to provide appropriate severance benefits in the event of a termination following a change of control, rather than to provide a change of control bonus. The cash severance multiple for our CEO and all other NEOs is two times annual cash compensation. The payments and benefit levels under the Change of Control Severance Plan do not influence and were not influenced by other elements of compensation. The Change of Control Severance Plan was adopted, and is continued by the Compensation Committee: • To reinforce and encourage the continued attention and dedication of members of management to their assigned duties without the distraction arising from the possibility of a change of control; • To enable and encourage management to focus their attention on obtaining the best possible deal for our stockholders and making an independent evaluation of all possible transactions, without being influenced by their personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits; and • To provide severance benefits to any participant who incurs a termination of employment under the circumstances described within a certain period following a change of control in recognition of their contributions to the Company. Change of Control and Severance Treatment of Long-Term Incentive Equity Awards

  101. Restricted Stock Units and Stock Options

    Restricted Stock Units and Stock Options All unvested RSUs and stock options have “double-trigger” acceleration of vesting that requires a qualifying termination in connection with a change of control. All RSUs and stock options vest in full only if the grantee’s employment is involuntarily terminated (other than for “cause” or “disability”) or, for a grantee subject to the Change of Control Severance Plan, voluntarily terminated with “good reason,” in each case within two years following a change of control. All RSUs and stock options also vest in the event of a termination of employment due to death or “disability” as follows: full vesting for grants made before the year of death or disability; and pro-rata vesting (based on months worked) for grants made during the year of death or disability. In the event of “retirement,” RSUs and stock options granted before the year of retirement continue vesting following retirement on their original vesting schedule, and for those awards granted in the year of retirement, they continue to vest pro-rata based on months worked.

  102. Performance Units

    Performance Units The Compensation Committee has maintained change of control features for each of the performance periods under our performance award programs to ensure that these programs reward participants for our performance until the successful closing of any change of control. In general, the performance units are earned based on a truncated performance period ending on the quarter end immediately prior to any change of control (or target performance for the operating measures if the change of control occurs in the first year of a performance period). If the change of control occurs within the first six months of a performance period, the amount earned is pro-rated based on the number of months of the performance period prior to the change of control. In the event of a termination of employment due to death, disability, or retirement, our performance units provide for potential earn-out at the end of the performance period based on actual results with the amount earned pro-rated based on the termination date. For additional information on the levels of payout, see “Potential Payments Upon Termination or Change of Control—Long-Term Incentive Equity Awards—Performance Units” in our Executive Compensation Tables.

  103. Limited Retirement Benefits and Deferred Compensation Plan

    Limited Retirement Benefits and Deferred Compensation Plan Health, retirement, and other benefits programs are generally available to our U.S.-based staff members, including our NEOs, with the overall benefit programs typically targeted to align in value with those programs offered by our peer group. The primary survey used to make this comparison is the Aon Benefit Index®, last updated as of November 2024, using a comparator group of 14 companies chosen by Amgen as representative of its peer group. The data generated from this survey is used by both the Compensation Committee and Company management in evaluating the competitive positioning and program design of these health, retirement, and other benefit programs.

  104. Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan

    Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan Our Retirement and Savings Plan, or 401(k) Plan, is available to eligible U.S.-based staff members of the Company and participating subsidiaries (except Puerto Rico). All 401(k) Plan participants are eligible to receive the same proportionate level of matching and core contributions from us. Under the 401(k) Plan, we provide to each staff member a 5% contribution on eligible compensation and up to a 5% matching contribution on voluntary deferrals. The Retirement and Savings Plan for Amgen Manufacturing Limited is available to staff members in Puerto Rico. Our Supplemental Retirement Plan, or SRP, is available to all 401(k) Plan participants and is designed to provide a “make whole” benefit to 401(k) Plan participants with eligible compensation in excess of the Internal Revenue Code’s qualified plan compensation limit. The Company credits to the SRP a 10% contribution on eligible compensation in excess of the qualified plan compensation limit to represent the equivalent percentage of Company contributions that would have been made to the 401(k) Plan if the compensation had been eligible for deferral into the 401(k) Plan. Also, for amounts voluntarily deferred by a participant into the Nonqualified Deferred Compensation Plan, or NDCP, the Company credits to the SRP a 10% contribution on such amounts. Company contributions to the SRP on eligible compensation in excess of the qualified plan compensation limit are subject to a three-year cliff vesting requirement, with vesting accelerated under certain circumstances, and Company contributions to the SRP on amounts voluntarily deferred by a participant into the NDCP are fully vested. The SRP enables us to provide the same percentage of base salary and annual cash incentive award as a retirement contribution to U.S.-based staff members at all levels. The NDCP offers all U.S.-based staff members (including Puerto Rico) at director level and above the opportunity to defer eligible base salary and/or annual cash incentive awards, up to maximum amounts typically permitted in similar plans sponsored by our peer group. We also have the discretion to make contributions to this plan, and we do not make such contributions on a regular basis. In 2024, no Company contributions were made to the NDCP accounts of any NEOs. We believe that offering the NDCP is appropriate because it provides participants the opportunity to save for retirement in a tax-effective fashion not readily available without our sponsorship. Earnings under the SRP and NDCP are market-based – there are no “above market” or guaranteed rates of returns offered in these plans. SRP and NDCP participants can direct notional account investments using the 401(k) Plan investing structure (excluding the self-direct brokerage and our Company stock) plus a variety of target date funds. Unlike a traditional pension plan, which generally provides a lifetime annuity that replaces a portion of a participant’s final pay, any earnings from our 401(k) Plan, SRP, and NDCP are based on the investment return on the staff member’s own investment elections, with the participant bearing the risk of investment gains and losses.

  105. Accounting Standards

    Accounting Standards Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, RSUs, and performance units under our LTI equity award program are accounted for under FASB ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our LTI equity award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  106. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by each of our Named Executive Officers, or NEOs.

  107. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Robert A. Bradway | 2024 | 1,869,242 | 0 | 12,599,930 | 5,399,991 | 3,845,000 | 714,332 | 24,428,495 | | Chief Executive Officer | 2023 | 1,786,977 | 0 | 11,138,503 | 4,773,714 | 4,264,000 | 680,456 | 22,643,650 | | and President | 2022 | 1,722,300 | 0 | 11,138,544 | 4,773,714 | 3,122,000 | 643,175 | 21,399,733 | | Murdo Gordon | 2024 | 1,197,268 | 0 | 3,709,504 | 1,589,966 | 1,642,000 | 334,762 | 8,473,500 | | Executive Vice President, | 2023 | 1,144,623 | 0 | 3,499,708 | 1,499,969 | 1,821,000 | 277,511 | 8,242,811 | | Global Commercial Operations | 2022 | 1,103,277 | 0 | 3,499,679 | 1,499,985 | 1,333,000 | 281,285 | 7,717,226 | | David M. Reese | 2024 | 1,268,615 | 0 | 3,359,613 | 1,439,984 | 1,740,000 | 318,610 | 8,126,822 | | Executive Vice President, | 2023 | 1,212,823 | 0 | 3,149,928 | 1,349,985 | 1,929,000 | 260,919 | 7,902,655 | | and Chief Technology Officer | 2022 | 1,158,846 | 0 | 3,149,736 | 1,349,995 | 1,397,000 | 277,547 | 7,333,124 | | Peter H. Griffith | 2024 | 1,133,633 | 0 | 3,359,613 | 1,439,984 | 1,555,000 | 318,581 | 7,806,811 | | Executive Vice President | 2023 | 1,083,762 | 0 | 3,149,928 | 1,349,985 | 1,724,000 | 261,623 | 7,569,298 | | and Chief Financial Officer | 2022 | 1,044,492 | 0 | 3,149,736 | 1,349,995 | 1,262,000 | 267,512 | 7,073,735 | | James E. Bradner(2) | 2024 | 1,214,331 | 1,021,429 | 9,528,772 | 1,289,932 | 1,661,000 | 198,917 | 14,914,381 | | Executive Vice President, | | | | | | | | | | Research and Development | | | | | | | | |

  108. Summary Compensation Table

    (1) Reflects base salary earned in each bi-weekly pay period (or portion thereof) during each fiscal year before pre-tax contributions and, therefore, includes compensation deferred under our nonqualified deferred compensation plan, or NDCP. Under payroll practices for salaried staff members of our U.S. entities, including our NEOs, base salary earned in a pay period is computed by dividing the annual base salary then in effect by 26, which is the number of full bi-weekly pay periods in a year. (2) Dr. Bradner was not an NEO in 2022 or 2023. Dr. Bradner commenced employment with the Company on December 18, 2023. The amount shown in the bonus column is a cash payment to replace a portion of the value of equity awards from a former employer which Dr. Bradner forfeited upon joining the Company, the value of which was not determinable until after December 31, 2023. See also “Non-Direct Compensation and Payouts in Certain Circumstances—Offer Letter—Dr. Bradner” in our Compensation Discussion and Analysis. (3) For 2024, reflects the grant date fair values of performance units for the 2024-2026 performance period and restricted stock units, or RSUs, granted during 2024 determined in accordance with Accounting Standards Codification, or ASC, Topic 718 (see footnotes 6 and 7 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). The number of units to be earned for the performance units granted during 2024 is based on the average of our performance against two annual non-GAAP financial operating performance measures established at the commencement of the three year performance period, with the payout from performance against such measures modified up or down by our total shareholder return, or TSR, relative to the TSRs of the companies in the Standard & Poor’s 500 Index, or S&P 500, all computed over the three-year performance period. These operating performance measures are performance conditions, as defined under ASC 718, while the relative TSR measure is a market condition under ASC 718. The values shown in this table and the “Grants of Plan-Based Awards” table are based on probable outcomes of these performance conditions as of the grant date, and target performance of the TSR market condition. The table below shows the grant date fair values under ASC 718 of these performance unit awards: (1) if the maximum is achieved with regard to all of the operating performance measures which would result in an earnout of 170% based on the operating performance measures with the TSR market condition at target, which would result in no increase or decrease of the 170% operating performance based on the TSR market condition; and (2) if the maximum is achieved with regard to all of the operating performance measures and maximum performance occurs under the TSR market condition which results in an additional 30% earnout, for total earned payout of 200% of performance units granted.

  109. Summary Compensation Table

    | Value of Performance Units for the 2024-2026 Performance Period | | | | | Maximum Performance of Operating Metrics | Maximum Performance of Operating Metrics | | Name | and Target TSR Performance ($) | and TSR Metrics ($) | | Robert A. Bradway | 15,299,631 | 17,999,868 | | Murdo Gordon | 4,504,470 | 5,299,490 | | David M. Reese | 4,079,623 | 4,799,708 | | Peter H. Griffith | 4,079,623 | 4,799,708 | | James E. Bradner | 3,654,776 | 4,299,926 |

  110. Summary Compensation Table

    (4) For 2024, reflects the grant date fair values of non-qualified stock options granted during 2024 determined in accordance with ASC 718 (see footnote 8 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). (5) Reflects amounts that were earned under our Executive Incentive Plan, or EIP, for 2024 performance which were determined and paid in March 2025 (see footnote 2 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). For a description of our EIP, see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis. (6) See the subsection “All Other Compensation—Perquisites and Other Benefits” immediately following these footnotes.

  111. All Other Compensation—Perquisites and Other Benefits

    | Name | Company Contributions to 401(k) and Savings Plan($) | Company Credits to Non-Qualified Deferred Compensation Plan | Company Credits to Supplemental Retirement Plan($) | Total($) | | Robert A. Bradway | 34,500 | 0 | 577,127 | 611,627 | | Murdo Gordon | 34,500 | 0 | 266,240 | 300,740 | | David M. Reese | 34,500 | 0 | 284,110 | 318,610 | | Peter H. Griffith | 34,500 | 0 | 250,234 | 284,734 | | James E. Bradner | 29,885 | 0 | 85,500 | 115,385 |

  112. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, 2024. All of our equity based awards were granted under the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, as amended.

  113. Grants of Plan-Based Awards

    | | Grant | Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of units)(3) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option | | Name | Date | Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | Units(#)(4) | (#)(5) | ($/Sh) | Awards($) | | | | | EIP/GMIP | | | Performance Units | | | RSUs | Stock Options | | | | Robert A. | | | (2) | (2) | 13,417,500 | | | | | | | | | Bradway | 5/7/2024 | 3/6/2024 | | | | (3) | 27,984 | 55,968 | | | | 8,999,934(6) | | | 5/7/2024 | 3/6/2024 | | | | | | | 11,988 | | | 3,599,996(7) | | | 5/7/2024 | 3/6/2024 | | | | | | | | 77,877 | 300.30 | 5,399,991(8) | | Murdo | | | (2) | (2) | 8,050,500 | | | | | | | | | Gordon | 5/7/2024 | 3/6/2024 | | | | (3) | 8,239 | 16,478 | | | | 2,649,745(6) | | | 5/7/2024 | 3/6/2024 | | | | | | | 3,529 | | | 1,059,759(7) | | | 5/7/2024 | 3/6/2024 | | | | | | | | 22,930 | 300.30 | 1,589,966(8) | | David M. | | | (2) | (2) | 8,050,500 | | | | | | | | | Reese | 5/7/2024 | 3/6/2024 | | | | (3) | 7,462 | 14,924 | | | | 2,399,854(6) | | | 5/7/2024 | 3/6/2024 | | | | | | | 3,196 | | | 959,759(7) | | | 5/7/2024 | 3/6/2024 | | | | | | | | 20,767 | 300.30 | 1,439,984(8) | | Peter H. | | | (2) | (2) | 8,050,500 | | | | | | | | | Griffith | 5/7/2024 | 3/6/2024 | | | | (3) | 7,462 | 14,924 | | | | 2,399,854(6) | | | 5/7/2024 | 3/6/2024 | | | | | | | 3,196 | | | 959,759(7) | | | 5/7/2024 | 3/6/2024 | | | | | | | | 20,767 | 300.30 | 1,439,984(8) | | James E. | | | (2) | (2) | 8,050,500 | | | | | | | | | Bradner | 5/7/2024 | 3/6/2024 | | | | (3) | 6,685 | 13,370 | | | | 2,149,963(6) | | | 5/7/2024 | 3/6/2024 | | | | | | | 2,863 | | | 859,759(7) | | | 2/9/2024 | 12/11/2023 | | | | | | | 8,587 | | | 2,499,847(7) | | | 2/9/2024 | 1/30/2024 | | | | | | | 13,806 | | | 4,019,203(7) | | | 5/7/2024 | 3/6/2024 | | | | | | | | 18,603 | 300.30 | 1,289,932(8) |

  114. Grants of Plan-Based Awards

    (1) Reflects the date on which the grants were approved by the Compensation Committee. (2) Represents awards to our NEOs made under our EIP. For our EIP participants, the “maximum” amounts shown in the table above reflect the largest possible payments under our EIP for the 2024 performance period, based on non-Generally Accepted Accounting Principles, or non-GAAP, net income, as defined for the EIP and reported and reconciled in Appendix B. There are no thresholds or targets under the EIP. The EIP provides that the Compensation Committee may use “negative discretion” to award any amount that does not exceed the maximum. Consistent with its practice since the EIP was approved by our stockholders, the Compensation Committee employed the pre-established Company performance goals under our Global Management Incentive Plan, or GMIP, as illustrated in the table below, in determining the actual amounts awarded under the EIP in 2024. Our 2024 Company performance goals under the GMIP were financial and operating performance goals weighted as follows: (1) Deliver Results (60%)—30% Revenues and 30% Non-GAAP Net Income (as reported and reconciled in Appendix B); (2) Progress Innovative Pipeline (30%); and (3) Deliver Annual Priorities (10%). There are no payouts for below-threshold performance on any of our Company financial performance goals. Threshold performance on our “Deliver Results” and “Progress Innovative Pipeline” goals results in 50% earned for those metrics. Certain measurements of performance for the non-financial metrics are more subjective in nature and could result in a very small payout percentage (less than 1% of an annual cash incentive award) and, as such, no threshold amounts are shown in the tables. The 2024 Company performance goals under the GMIP at target and maximum payout levels, which are based on a multiple of salary, are shown in the table below. Maximum performance under all of the performance metrics results in 225% of target payout opportunity being earned. The actual amounts awarded under our Company operating performance goals for 2024 were based on achievement of 138.4% performance against target and are reported as “Non-Equity Incentive Plan Compensation” in our “Summary Compensation Table” and are shown in the table below. For a description of our pre-established Company performance goals and the use of the GMIP in the Compensation Committee’s exercise of negative discretion see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis.

  115. Grants of Plan-Based Awards

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($) | | | Non-Equity Incentive Plan Compensation ($) | | Name | Threshold | Target | Maximum | Actual | | Robert A. Bradway | — | 2,778,398 | 6,251,396 | 3,845,000 | | Murdo Gordon | — | 1,186,396 | 2,669,391 | 1,642,000 | | David M. Reese | — | 1,257,096 | 2,828,466 | 1,740,000 | | Peter H. Griffith | — | 1,123,339 | 2,527,513 | 1,555,000 | | James E. Bradner | — | 1,200,000 | 2,700,000 | 1,661,000 |

  116. Grants of Plan-Based Awards

    (3) Reflects estimated payouts regarding performance units granted during 2024 for the 2024-2026 performance period for NEOs. The number of units granted (which equals the target number of units of the award) will be multiplied by a payout percentage, which can range from 0% to 200%, to determine the number of units earned by the participant at the end of the performance period. Shares of our Common Stock will be issued on a one-for-one basis for each performance unit earned. • For all the NEOs, the payout percentage for the 2024-2026 performance period is earned based on the average of the three years of performance under the two non-GAAP annual operating measures, with the amount that can be earned under such operating measures ranging from 30% to 170%, which is then modified up or down by up to 30 percentage points based on our relative TSR performance ranking over the three-year performance period. All goals are set at the commencement of the three-year performance period. The non-GAAP operating measures are: (1) earnings per share; and (2) return on invested capital, or ROIC. Each of the operating measures are measured against goals established at the commencement of the three-year performance period for each year in the 2024-2026 performance period, which runs from January 1, 2024 through December 31, 2026. Each applicable operating measure is weighted equally (one-half per measure) to determine the total operating measure percentage for that year. At the end of the performance period, the final annual operating performance percentages for each of the three years are averaged to determine the score for the three-year performance period. The TSR modifier is based on how the TSR of our Common Stock ranks relative to the TSRs of the companies that are listed in the S&P 500 (the Reference Group), over the period from the date of grant through the end of the performance period. If the rank of the TSR of our Common Stock equals or exceeds the 75th percentile or equals or is less than the 25th percentile, the TSR modifier increases or decreases the payout by 30 percentage points, respectively. If the TSR of our Common Stock is at the 50th percentile, the TSR modifier is zero. Linear interpolation is used to determine the TSR modifier if the rank of the TSR of our Common Stock falls between these percentiles. If our absolute TSR over the performance period is less than 0, however, then the modifier cannot be greater than 0. The Compensation Committee certifies the number of performance units earned and payable following completion of the performance period. • All performance units accrue dividend equivalents deemed reinvested in shares and that are payable in shares only to the extent and when the underlying performance units are earned. For more information, see “Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis. (4) Reflects the RSUs granted during 2024 to our NEOs, including grants to Dr. Bradner of (i) 8,587 RSUs in connection with the commencement of his employment with us, and (ii) 13,806 RSUs to replace a portion of the value of equity awards from a previous employer that he forfeited upon joining the Company. Per our equity grant guidelines, the new hire awards for Dr. Bradner, who joined the Company in December 2023, were granted in February 2024 following the release of earnings for the fourth quarter of 2023. See also “Non-Direct Compensation and Payouts in Certain Circumstances—Offer Letter—Dr. Bradner” in our Compensation Discussion and Analysis. RSUs accrue dividend equivalents that are deemed reinvested in shares and payable only to the extent and when the underlying RSUs vest and are issued to the recipient. RSUs granted during 2024 vest over four years with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date, subject to continued service through the vesting date. (5) Reflects the 2024 annual grant of non-qualified stock options to our NEOs. Stock options granted during 2024 vest over four years with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date, subject to continued service through the vesting date. (6) Reflects the grant date fair values of performance units granted to our NEOs for the 2024-2026 performance period determined in accordance with ASC 718, based on the number of performance units granted multiplied by: (i) the operating measure percentage earnout based on the probable outcomes of financial performance under the operating measures over the three-year performance period as of the grant date; and (ii) the grant date fair value per unit of $321.61 which reflects the impact of the TSR modifier of $21.31 per share, which is a market condition. The grant date fair value per unit was calculated using a payout simulation model with the following key assumptions: risk-free interest rate of 4.6%; volatility of the price of our Common Stock of 22.1%; the closing price of our Common Stock on the grant date of $300.30 per share; volatilities of the prices of the stocks of the Reference Group; and the correlations of returns of our Common Stock and the stocks of the Reference Group to simulate TSRs and their resulting impact on the payout percentages based on the contractual terms of the performance units. Reflects the grant date fair values of RSUs granted during 2024 determined in accordance with ASC 718 based on the number of RSUs granted multiplied by the grant date fair value per unit of $291.12 and $300.30 on February 9 and May 7, respectively. The grant date fair value per unit equals the closing price of our Common Stock on the grant date. RSUs accrue dividends that are deemed reinvested in shares and payable only when, and to the extent that, the underlying RSUs vest and are issued to the participant. (8) Reflects the grant date fair values of stock options granted during 2024 determined in accordance with ASC 718 based on the number of options granted multiplied by the grant date fair value per option of $69.34. The grant date fair value of an option was determined using a Black-Scholes option valuation model with the following key assumptions: risk-free interest rate of 4.4%; expected life of 5.7 years; expected volatility of the price of our Common Stock of 26.9%; expected dividend yield of 3.2%; and the exercise price of $300.30. The estimated payouts of the performance units described above are disclosed in the limited context of our executive compensation program and should not be understood to be statements of our expectations of our stock price or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

  117. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth summary information regarding the outstanding equity awards held by each of our NEOs at December 31, 2024.

  118. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Option) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Yet Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | | Stock Options(1) | | | | Restricted Stock Units and Dividend Equivalents | | Performance Units and Dividend Equivalents | | | Robert A. Bradway | — | 77,877 | 300.30 | 5/7/2034 | 41,699 | 10,868,427 | 28,617(4) | 7,458,735 | | | — | 114,040 | 235.97 | 5/2/2033 | | | 66,669(5) | 17,376,608 | | | 37,127 | 75,381 | 230.92 | 5/2/2032 | | | 25,734(6) | 6,707,310 | | | 76,102 | 39,205 | 239.64 | 4/30/2031 | | | | | | | 102,031 | — | 236.36 | 5/5/2030 | | | | | | | 137,840 | — | 177.31 | 5/3/2029 | | | | | | | 108,444 | — | 177.46 | 4/27/2028 | | | | | | | 130,718 | — | 162.60 | 5/1/2027 | | | | | | | 119,782 | — | 156.35 | 5/3/2026 | | | | | | Murdo Gordon | — | 22,930 | 300.30 | 5/7/2034 | 12,859 | 3,351,570 | 8,425(4) | 2,195,892 | | | — | 35,833 | 235.97 | 5/2/2033 | | | 20,948(5) | 5,459,887 | | | 11,666 | 23,686 | 230.92 | 5/2/2032 | | | 8,085(6) | 2,107,274 | | | 23,912 | 12,319 | 239.64 | 4/30/2031 | | | | | | | 29,050 | — | 236.36 | 5/5/2030 | | | | | | | 39,382 | — | 177.31 | 5/3/2029 | | | | | | David M. Reese | — | 20,767 | 300.30 | 5/7/2034 | 11,690 | 3,046,882 | 7,631(4) | 1,988,944 | | | — | 32,250 | 235.97 | 5/2/2033 | | | 18,853(5) | 4,913,846 | | | 10,499 | 21,318 | 230.92 | 5/2/2032 | | | 7,277(6) | 1,896,677 | | | 22,956 | 11,826 | 239.64 | 4/30/2031 | | | | | | | 29,050 | — | 236.36 | 5/5/2030 | | | | | | | 39,382 | — | 177.31 | 5/3/2029 | | | | | | | 7,807 | — | 177.46 | 4/27/2028 | | | | | | | 8,714 | — | 162.60 | 5/1/2027 | | | | | | | 8,711 | — | 156.35 | 5/3/2026 | | | | | | Peter H. Griffith | — | 20,767 | 300.30 | 5/7/2034 | 11,433 | 2,979,897 | 7,631(4) | 1,988,944 | | | — | 32,250 | 235.97 | 5/2/2033 | | | 18,853(5) | 4,913,846 | | | 10,499 | 21,318 | 230.92 | 5/2/2032 | | | 7,277(6) | 1,896,677 | | | 19,130 | 9,855 | 239.64 | 4/30/2031 | | | | | | | 28,341 | — | 236.36 | 5/5/2030 | | | | | | James E. Bradner | — | 18,603 | 300.30 | 5/7/2034 | 26,012 | 6,779,768 | 6,836(4) | 1,781,735 |

  119. Outstanding Equity Awards at Fiscal Year-End

    (1) In general, stock options expire on the tenth anniversary of their grant date. For stock options granted prior to January 1, 2025, if a retirement-eligible staff member retires, their stock options continue to vest and expire on the earlier of: (i) the fifth anniversary of their retirement date; or (ii) the end of the option term. Further, stock options granted prior to January 1, 2025 vest over four years with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date, subject to continued service through the vesting date. The grant date is 10 years preceding the expiration date in the table. The following table shows the vesting of RSUs and related accrued dividend equivalents (rounded down to the nearest whole number of units) outstanding as of December 31, 2024. RSUs accrue dividends that are deemed reinvested in shares and payable only when, and to the extent that, the underlying RSUs vest and are issued to the participant.

  120. Outstanding Equity Awards at Fiscal Year-End

    | | Granted on | | | | | | Name | May 7, 2024(a) | February 9, 2024(a) | May 2, 2023(a) | May 2, 2022(b) | April 30, 2021(c) | | Robert A. Bradway | 12,259 | | 14,266 | 10,083 | 5,091 | | Murdo Gordon | 3,608 | | 4,482 | 3,169 | 1,600 | | David M. Reese | 3,268 | | 4,034 | 2,851 | 1,537 | | Peter H. Griffith | 3,268 | | 4,034 | 2,851 | 1,280 | | James E. Bradner | 2,927 | 23,085 | — | — | — |

  121. Outstanding Equity Awards at Fiscal Year-End

    (a) Scheduled to vest at a rate of approximately 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. (b) Scheduled to vest in approximately equal amounts on each of the third and fourth anniversaries of the grant date. (c) Scheduled to vest on the fourth anniversary of the grant date. (3) The market values of RSUs and performance units (and related dividend equivalents) were calculated by multiplying the number of RSUs outstanding or the number of performance units as determined in accordance with the SEC, rules and footnotes 4 through 6 below, as applicable, by the closing price of our Common Stock on December 31, 2024 ($260.64). (4) Reflects the sum of the number of performance units granted for the 2024–2026 performance period (January 1, 2024 to December 31, 2026) and the related dividend equivalents accrued through December 31, 2024, multiplied by the target payout percentage of 100%. As required by SEC rules, the target payout percentage is disclosed in the table because the estimated payout percentage as of December 31, 2024 is between threshold and target level of performance of the performance units granted (based on the sum of: (1) the estimated outcomes of our operating measures to be achieved; and (2) the TSR modifier based on our TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the May 7, 2024 grant date to December 31, 2024. The number of dividend equivalents multiplied by the 100% target payout percentage (rounded down to the nearest whole number of units) included in the table above are as follows: 633 units for Mr. Bradway; 186 units for Mr. Gordon; 169 units for Dr. Reese and Mr. Griffith; and 151 units for Dr. Bradner. Dividend equivalents are only paid when and to the extent the underlying performance units are earned. (5) Reflects the sum of the number of performance units granted for the 2023–2025 performance period (January 1, 2023 to December 31, 2025) and the related dividend equivalents accrued through December 31, 2024, multiplied by the maximum payout percentage of 200%. As required by SEC rules, the maximum payout percentage is disclosed in the table because the estimated payout percentage as of December 31, 2024 is greater than the target level of performance of the performance units granted (based on the sum of: (1) the estimated outcomes of our operating measures to be achieved; and (2) the TSR modifier based on our TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the May 2, 2023 grant date to December 31, 2024. The number of dividend equivalents multiplied by the 200% payout percentage (rounded down to the nearest whole number of units) included in the table above are as follows: 3,647 units for Mr. Bradway; 1,146 units for Mr. Gordon; and 1,031 units for Dr. Reese and Mr. Griffith. Dividend equivalents are only paid when and to the extent the underlying performance units are earned. (6) Reflects the number of performance units granted for the 2022-2024 performance period (January 1, 2022 to December 31, 2024), and related dividend equivalents accrued through December 31, 2024, multiplied by the actual payout percentage of 73.3%, which is based on our actual performance under our operating measures of 77.7% and the relative TSR percentage modifier of -4.4 percentage points based on our actual TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the May 2, 2022 grant date to December 31, 2024. The number of dividend equivalents multiplied by the 73.3% payout percentage noted above (rounded down to the nearest whole number of units) included in the table above are as follows: 2,169 units for Mr. Bradway; 681 units for Mr. Gordon; and 613 units for Dr. Reese and Mr. Griffith. Since these performance units were paid in 2025, they will be reflected in the “Option Exercises and Stock Vested” table as vested shares in next year’s proxy statement. The estimated payouts of the performance units described above are disclosed in the limited context of our executive compensation program and should not be understood to be statements of our expectations of our stock price or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

  122. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the exercise of options, the vesting of RSUs, and the payment of performance units earned for the 2021-2023 performance period (and related dividend equivalents, as applicable) for each of our NEOs during the year ended December 31, 2024. The 2021-2023 performance units had a performance period from January 1, 2021 through December 31, 2023 and became payable as shares upon certification by our Compensation Committee in March 2024.

  123. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized | | Name | Acquired on Exercise (#)(1) | Exercise ($)(1) | Acquired on Vesting (#) | on Vesting ($)(2) | | Robert A. Bradway | 0 | 0 | 55,851 | 15,294,322 | | Murdo Gordon | 0 | 0 | 17,408 | 4,762,368 | | David M. Reese | 0 | 0 | 16,676 | 4,563,496 | | Peter H. Griffith | 0 | 0 | 14,314 | 3,925,241 | | James E. Bradner | 0 | 0 | 0 | 0 |

  124. Option Exercises and Stock Vested

    (1) There were no option exercises during the year ended December 31, 2024. (2) The value shown is the closing price of a share of our Common Stock on the business days immediately prior to the vesting dates of RSUs and to the payment date for the performance units, as applicable, multiplied by the number of units vested/paid, including cash received in lieu of fractional dividend equivalents. Vested RSUs and earned performance units convert on a one-for one basis into shares of Common Stock.

  125. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth summary information regarding aggregate contributions to and account balances under our SRP and NDCP for, and as of, the year ended December 31, 2024. There were no withdrawals by any of the NEOs in 2024.

  126. Nonqualified Deferred Compensation

    | | 2024 Executive | 2024 Company | 2024 Earnings | Balance as of | | Name | Contributions($) | Contributions($)(2) | (Losses)($)(3) | 12/31/2024($)(4) | | Robert A. Bradway | | | | | | NDCP(1) | 852,800 | 0 | 686,218 | 13,067,403 | | SRP | 0 | 577,127 | 982,339 | 12,231,081 | | Murdo Gordon | | | | | | NDCP(1) | 444,469 | 0 | 417,182 | 3,212,546 | | SRP | 0 | 266,240 | 192,719 | 1,662,006 | | David M. Reese | | | | | | NDCP | 0 | 0 | 5,811 | 135,680 | | SRP | 0 | 284,110 | 147,797 | 2,490,437 | | Peter H. Griffith | | | | | | NDCP(1) | 1,390,014 | 0 | 0 | 6,504,030 | | SRP | 0 | 250,234 | 253,433 | 1,437,689 | | James E. Bradner | | | | | | NDCP | 0 | 0 | 0 | 0 | | SRP | 0 | 85,500 | 1,349 | 86,849 |

  127. Nonqualified Deferred Compensation

    (1) Reflects the portions of the annual cash incentive awards deferred and contributed to the NDCP in the amount of $852,800 by Mr. Bradway, $273,150 by Mr. Gordon and $1,379,200 by Mr. Griffith which was included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in 2023, the year it was earned. Also reflects a portion of the salary deferred and contributed to the NDCP in the amount of $171,319 by Mr. Gordon and $10,814 by Mr. Griffith that was included in the “Salary” column of the “Summary Compensation Table” in 2024, the year it was earned. (2) Reflects credits to the SRP that are subject to the cliff vesting requirement that the employee continue employment with the Company for three years, with vesting accelerated under certain circumstances. (3) Reflects earnings/(losses) in the NDCP and SRP for 2024. (4) Reflects balances in the NDCP and SRP on December 31, 2024. All amounts are vested, except for the $86,849 balance in the Supplemental Retirement Plan for Dr. Bradner, which will vest on December 18, 2026, the third anniversary of his hire date. These balances include the following aggregate amounts that are reported as compensation in this proxy statement in the “Summary Compensation Table” in 2024, 2023, and 2022: $3,081,369 for Mr. Bradway; $1,261,129 for Mr. Gordon; $741,801 for Dr. Reese; $3,083,742 for Mr. Griffith; and $85,500 for Dr. Bradner.

  128. General Provisions of the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan

    General Provisions of the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan For 401(k) eligible staff members, the Company credits to the SRP a 10% contribution on eligible compensation earned in excess of the Internal Revenue Code’s qualified plan compensation limit and on amounts voluntarily deferred by a participant into the NDCP. No “above market” crediting rates are offered under the SRP and employee contributions to the SRP are not permitted. The SRP and the NDCP are unfunded plans for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. Deferred amounts are our general unsecured obligations and are subject to our ongoing financial solvency. We have established a grantor trust (a so-called “rabbi” trust) for the purpose of accumulating funds to assist us in satisfying our obligations under the NDCP. Earnings on amounts contributed to our SRP and NDCP, like our 401(k) Plan, are based on participant selections among the deemed investment options selected by an internal committee. This committee has the sole discretion to discontinue, substitute, or add investment options at any time. Participants can select from among these investment options for purposes of determining the earnings or losses that we will credit to their plan accounts, but they do not have an ownership interest in the investment options they select. Unlike our 401(k) Plan, we do not offer the opportunity for NDCP or SRP participants to invest through a brokerage window or in our Common Stock. The investment options available to NDCP and SRP participants also differ from our 401(k) in that they include six target date portfolios which are used as default investment options (the “Target Retirement Portfolios”). The investment options available during 2024 are described in the subsection “Investment Options Under the 401(k), Supplemental Retirement, and Nonqualified Deferred Compensation Plans” below. Invested credits can be reallocated among available plan investment options on any business day and effective at the close of business on that day (subject to the time of day the reallocation request is made on a day the market is open).

  129. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Our NDCP allows participants to defer receipt of a portion of their eligible compensation to a future date, with an opportunity to earn tax-deferred returns on the deferrals. Members of our Board of Directors, or Board, and our U.S.- and Puerto Rico-based staff members at the director level or above, which include our NEOs, are eligible to participate in this plan. All participants in this plan participate on the same basis. Contributions. Participants who are staff members may elect to defer up to a maximum of 50% of their eligible base salary, up to a maximum of 80% of their annual cash incentive award, and up to 80% of sales commissions. Non-employee members of our Board may defer all or a portion of their fees, including retainers and meeting fees. In addition, we may, in our sole discretion, contribute additional amounts to any participant’s account at any time, such as contributing sign-on bonuses to the accounts of newly hired staff members or for retention purposes. Distributions. Participants may elect to receive distributions as a lump sum or, for balances in excess of $100,000, in annual installments for up to ten years. For most participants, distributions commence in the first or second year following the participant’s termination of employment. For our NEOs, Section 409A of the Internal Revenue Code generally requires that distributions may not occur earlier than six months following our NEO’s termination of employment. Participants may also petition for a distribution due to an unforeseeable financial hardship. Vesting. Participants are at all times 100% vested in the amounts they elect to defer and related earnings and losses on such amounts.

  130. Investment Options Under the 401(k), Supplemental Retirement, and Nonqualified Deferred Compensation Plans

    Investment Options Under the 401(k), Supplemental Retirement, and Nonqualified Deferred Compensation Plans The investment options under the 401(k), the SRP, and the NDCP are substantially the same and the associated rates of return are contained in the tables below. For the SRP and the NDCP only, six target retirement portfolio options (referred to as “Target Retirement Portfolios” below) are among the deemed investment options and are based on different target retirement dates and designed to provide an all-in-one investment option for creating a diversified portfolio. Each portfolio is an asset allocation strategy built around a combination of investments that is adjusted over time to gradually become more conservative as the target maturity date of the portfolio approaches. For the 401(k) Plan only, participants may make investments in our Common Stock (no more than 20% of the value of a participant’s account) and access a self-directed brokerage window. Since these options are only available in the 401(k) Plan, the performance of these additional investment options are not included in the following table.

  131. Investment Options Under the 401(k), Supplemental Retirement, and Nonqualified Deferred Compensation Plans

    | Name of Investment Option(1) | Rate of Return for 2024 | Name of Investment Option(1) | Rate of Return for 2024 | | Target Retirement Portfolio Options | | Capital Preservation | 3.18% | | Amgen Target Retirement Portfolio Income | 7.88% | Fixed Income Index | 1.25% | | Amgen Target Retirement Portfolio 2020 | 7.90% | Fixed Income Active | 2.59% | | Amgen Target Retirement Portfolio 2030 | 8.93% | International Equity Index | 5.54% | | Amgen Target Retirement Portfolio 2040 | 11.49% | International Equity Active | 5.06% | | Amgen Target Retirement Portfolio 2050 | 13.02% | U.S. Equity Index | 23.77% | | Amgen Target Retirement Portfolio 2060 | 12.83% | U.S. Equity Active | 14.20% |

  132. Investment Options Under the 401(k), Supplemental Retirement, and Nonqualified Deferred Compensation Plans

    (1) The respective administrators of the plans retain the right to change, at their discretion, the available investment options.

  133. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  134. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards Stock Options and Restricted Stock Units Our stock plans (or the related grant agreements approved for use under such stock plans) provide for accelerated vesting or continued vesting of unvested stock options and RSUs in the circumstances described below. Double-Trigger Qualifying Termination in Connection with a Change of Control. Unvested stock options and RSUs will vest in full in connection with a Change of Control (as defined in the stock plans or related grant agreements approved for use under such stock plans) only if and when, within 24 months following the Change of Control, the grantee’s employment is involuntarily terminated other than for “cause” or “disability,” and, in the case of staff members subject to the Change of Control Severance Plan, voluntarily terminated with “good reason” (as each is defined in the grant agreements). Death or Disability. In general, unvested stock options and RSUs granted in calendar years prior to the year death or disability occurs vest in full upon the occurrence of such event. For unvested stock options and RSUs granted in the calendar year death or disability occurs, a pro-rata amount of these stock options and RSUs immediately vests based on the number of completed months of employment during the calendar year such event occurs. Under our stock plans, a disability has the same meaning as under Section 22(e)(3) of the Internal Revenue Code and occurs where the disability has been certified by either the Social Security Administration, the comparable government authority in another country with respect to non-U.S. staff members, or an independent medical advisor appointed by us. Retirement. In general, unvested stock options and RSUs granted in calendar years prior to the year in which an employee retires continue to vest on their original vesting schedule following the retirement of the holder if the holder has been employed for at least ten years and is age 55 or older or is age 65 or older, regardless of service (a retirement-eligible participant), provided that any unvested RSUs will vest in full in the event of death following such holders’ retirement from the Company. If a retirement-eligible participant receives a grant of stock options or RSUs in the calendar year such retirement occurs, generally, the participant will continue to vest in a pro-rata amount of the award he or she would be otherwise entitled based upon the number of complete months of employment during the calendar year such retirement occurs. For stock options granted prior to January 1, 2025, retirement-eligible participants have the lesser of five years from the date of retirement or the remaining option term to exercise any vested stock options granted prior to January 1, 2025. For stock options granted on or after January 1, 2025, retirement-eligible participants may exercise vested stock options through the full option term. Mr. Bradway, Dr. Reese, and Mr. Griffith are each a retirement-eligible participant and eligible to receive these retirement benefits. Performance Units Performance units are generally forfeited unless a participant is continuously employed through the last business day of the performance period. The underlying principle is that the participant needs to have been an active employee during the entire performance period in order to have contributed to the results on which the earned awards are based. Exceptions to this treatment are a termination of employment in connection with a change of control or the death, disability, or retirement of a participant. Change of Control. Generally, with respect to grants of outstanding performance units, the performance period terminates as of the last business day of the last completed fiscal quarter preceding the change of control. The TSR market condition performance is based on: (A) our TSR performance for which our ending Common Stock price is computed on the greater of (i) the average daily closing price of our Common Stock for the last twenty (20) trading days of such shortened period, or (ii) the value of consideration paid for a share of our Common Stock in the change of control (whether such consideration is paid in cash, stock or other property, or any combination thereof); and (B) the TSR performance of the companies in the applicable reference group based on such companies’ average daily closing stock price for the last twenty (20) trading days of such shortened performance period. With respect to the operating performance measures, if the change of control occurs: (i) during the first fiscal year of the performance period, target levels of performance shall be used to calculate the payment; and (ii) subsequent to the first fiscal year of the performance period, actual levels of performance for completed fiscal year(s) shall be used to calculate the payment. In the event of a change of control during the first six months of the performance period, however, the participant is entitled to a payment equal to an amount calculated in the manner described above, but pro-rated for the number of complete months elapsed during the shortened performance period. Death or Disability. For all performance unit grants made in calendar years prior to the year death or disability occurs, the participant will be paid the full amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period. For a performance unit grant made in the calendar year in which death or disability occurs, a participant will be paid a pro-rata amount of the award he or she would otherwise be entitled to, if any, as determined at the end of the performance period, based upon the number of complete months of employment in the calendar year such event occurs. Retirement. In the event of retirement of a participant who is a retirement-eligible participant, for performance unit grants made in calendar years prior to the year in which retirement occurs, the participant will be paid the full amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period. If a retirement-eligible participant receives a performance unit grant in the calendar year such retirement occurs, the participant will be paid a pro-rata amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period, based upon the number of complete months of employment during the calendar year such retirement occurs. Mr. Bradway, Dr. Reese, and Mr. Griffith are each a retirement-eligible participant and eligible to receive this benefit.

  135. Estimated Potential Payments

    Estimated Potential Payments The tables below set forth the estimated current value of payments and benefits: (i) to each of our NEOs upon a change of control, upon a qualifying termination within two years following a change of control, or upon death or disability; (ii) to Mr. Bradway, Dr. Reese, and Mr. Griffith upon retirement; and (iii) to Dr. Bradner, upon termination without cause. All amounts shown in the tables below assume that the triggering events occurred on December 31, 2024 and do not include: (i) the 2022-2024 performance unit awards and the 2024 EIP payouts, which were earned as of December 31, 2024; (ii) other benefits earned during the term of our NEO’s employment that are available to all salaried staff members, such as accrued vacation; (iii) benefits paid by insurance providers under life and disability policies; and (iv) benefits previously accrued and vested under the SRP and the NDCP. For information on the accrued amounts payable under these plans, see the “Nonqualified Deferred Compensation” table above. The actual amounts of payments and benefits that would be provided can only be determined at the time of a change of control and/or the NEO’s separation from the Company. In accordance with SEC rules, the value of accelerated equity awards shown in the tables below was calculated using the closing price of our Common Stock on December 31, 2024 ($260.64). The amounts shown for accelerated stock options is the difference between the closing price at December 31, 2024 ($260.64), and the exercise price of unvested stock options (only for those options with an exercise price less than $260.64), multiplied by the number of unvested stock options. The value per unit of accelerated RSUs and performance units, including the related accrued dividend equivalents (rounded down to the nearest whole number of units), equals the closing price at December 31, 2024 ($260.64) multiplied by the number of units and dividend equivalents that would be deemed vested or earned, as applicable, as a result of such event. The terms of the performance units require the use of the closing price at the end of the quarter prior to the change of control for payout calculations.

  136. Pay Versus Performance

    Pay Versus Performance As required, below is disclosure of the compensation of the Company’s Named Executive Officers, or NEOs, for the last five fiscal years calculated in accordance with Item 402(v) of Regulation S-K. Item 402(v) requires disclosure of “compensation actually paid” based on calculations that report changes in the fair value of equity awards granted in prior years, granted during the fiscal year, and vesting during the fiscal year, but that do not reflect the actual amount of compensation earned or received by any of the NEOs during the fiscal year. For information about our compensation philosophy and how we align executive compensation with our performance, please see our "Compensation Discussion and Analysis."

  137. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO($) | Compensation Actually Paid to CEO($)(1)(2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers($) | Average Compensation Actually Paid to Non-CEO Named Executive Officers(1)(2) | Amgen Total Shareholder Return($)(3) | Peer Group Total Shareholder Return ($)(3)(4) | Net Income ($M) | Non-GAAP EPS($)(5) | | 2024 | 24,428,495 | 12,659,979 | 9,830,379 | 6,673,884 | 125.95 | 152.85 | 4,090 | 19.36 | | 2023 | 22,643,650 | 29,105,407 | 7,730,150 | 9,701,292 | 135.10 | 140.88 | 6,717 | 18.83 | | 2022 | 21,399,733 | 41,655,553 | 7,211,427 | 12,777,767 | 119.07 | 140.24 | 6,552 | 17.18 | | 2021 | 21,721,154 | 17,040,728 | 7,358,134 | 5,869,521 | 98.87 | 126.57 | 5,893 | 17.69 | | 2020 | 20,131,408 | 14,724,312 | 6,736,942 | 5,571,375 | 98.01 | 102.65 | 7,264 | 16.60 |

  138. Pay Versus Performance

    (1) As the valuation methods for “compensation actually paid” required by the SEC differ from those required in the Summary Compensation Table (“SCT”), the table below provides a reconciliation of SCT amounts to the Compensation Actually Paid (“CAP”) amounts in the Pay Versus Performance table for Mr. Bradway and the average SCT and CAP amounts for our other NEOs for each of the last five fiscal years. The other non-CEO NEOs for each of 2023, 2022, 2021, and 2020 include Messrs. Gordon and Griffith, Dr. Reese, and Esteban Santos, Executive Vice President, Operations. The other non-CEO NEOs for 2024 include Messrs. Gordon and Griffith and Drs. Bradner and Reese.

  139. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    Summary Compensation Table to Compensation Actually Paid Reconciliation Table

  140. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | | | Required Adjustments to Summary Compensation Table Totals to Determine "Compensation Actually Paid" | | | | | | | | | Year | Summary Compensation Table Total($) | Summary Compensation Table Value of Stock Awards($) | Summary Compensation Table Value of Option Awards($) | Fair Value as of Year End of Equity Awards Granted During the Year($) | Year-Over- Year Increase (Decrease) in Fair Value as of Year End of Unvested Awards Granted in Prior Years($) | Increase (Decrease) From Prior Year End in Fair Value of Awards That Vested During the Year($) | Compensation Actually Paid($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g)=(a)-(b)-(c)+(d)+(e)+(f) | | Robert A. Bradway | 2024 | 24,428,495 | 12,599,930 | 5,399,991 | 13,982,336 | (6,132,458) | (1,618,473) | 12,659,979 | | Average of Other | 2024 | 9,830,379 | 4,989,376 | 1,439,967 | 4,981,274 | (1,346,561) | (361,865) | 6,673,884 | | NEOs | | | | | | | | |

  141. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    (2) Stock option fair values are calculated at each measurement date using a Black-Scholes valuation model, consistent with the approach used to value the awards at the grant date. Stock option fair values as of each measurement date were determined using updated assumptions as of such measurement date that include closing prices of our Common Stock of between $260.64 and $311.29, risk-free interest rates of between 4.2% and 4.9%, expected life of between 1.3 and 5.9 years, expected volatility of the price of our Common Stock of between 24.6% and 26.5%, and expected dividend yields of 3.2%. Changes in fair value are primarily driven by increases or decreases in the price of the Company’s Common Stock as of each measurement date. Performance unit fair values are calculated using a payout simulation model, consistent with the approach used to value the awards at the grant date. Performance unit fair values as of each measurement date were determined using updated assumptions as of such measurement date that include risk-free interest rates of between 4.1% and 4.2%, expected volatility of the price of our Common Stock of between 23.3% and 25.5%, the closing price of our Common Stock of $260.64, and expected volatilities of the prices of the stocks of the Reference Group (as defined in footnote 3 to the “Grant of Plan-Based Awards” table in our Executive Compensation Tables), and the correlations of returns of our Common Stock and the stocks of the Reference Group to simulate total shareholder returns and their resulting impact on the payout percentages based on the contractual terms of the performance units). Changes in fair value are primarily driven by increases or decreases in the price of the Company’s Common Stock as of each measurement date. (3) Pursuant to the SEC rules, total shareholder return, or TSR, reflects an initial investment of $100 on December 31, 2019. All values assume reinvestment of the pretax value of dividends, are calculated as of December 31 of each year, and are weighted according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. (4) The peer group for each listed fiscal year consists of the companies listed as our executive compensation benchmarking peer group in the Compensation Discussion and Analysis for 2024, including AbbVie, Inc.; AstraZeneca plc; Biogen Inc.; Bristol Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc.; Johnson & Johnson; Merck & Co., Inc.; Novartis AG; Pfizer Inc.; Regeneron Pharmaceuticals, Inc.; Roche Holding AG; and Sanofi S.A. Allergan plc and Celgene Corporation were removed from our executive compensation benchmarking peer group in July 2020 following their acquisitions by AbbVie Inc. and Bristol-Myers Squibb Company, respectively. (5) Non-Generally Accepted Accounting Principles, or non-GAAP, earnings per share, or EPS, for purposes of the Company selected measure is reported and reconciled (A) for 2024, 2023, and 2022 in Appendix B, except that non-GAAP EPS was further adjusted for: (i) 2024 as described on page 59 of our Compensation Discussion and Analysis; (ii) 2023 as described on page 59 of our 2024 proxy statement filed with the SEC on April, 17, 2024, or the 2024 Proxy Statement; and (iii) 2022 as described on page 52 of our 2023 proxy statement filed with the SEC on April 6, 2023, or the 2023 Proxy Statement, and (B) for 2021 and 2020, in Appendix B to the 2023 Proxy Statement, except that non-GAAP EPS for 2021 was further adjusted as described on page 50 of our 2022 proxy statement filed with the SEC on April, 5, 2022, or the 2022 Proxy Statement. The valuation assumptions described above are disclosed in the limited context of our executive compensation program and should not be understood to be statements of our expectations of our stock price or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. As the valuation methods for “compensation actually paid” required by the SEC differ from those required in the Summary Compensation Table, the graph below depicts a reconciliation of Summary Compensation Table total compensation amounts to the Compensation Actually Paid presented here for Mr. Bradway for fiscal 2024.

  142. Compensation Actually Paid and Performance Measures

    Compensation Actually Paid and Performance Measures The following charts depict, as required by Item 402(v), the “compensation actually paid” for our CEO and the other NEOs versus: (1) our TSR and that of our executive compensation peer group; (2) GAAP net income; and (3) non-GAAP EPS.(1) (1)

  143. Compensation Actually Paid Compared to Total Shareholder Return

    Compensation Actually Paid Compared to Total Shareholder Return (2)

  144. Compensation Actually Paid Compared to Net Income

    Compensation Actually Paid Compared to Net Income (3)

  145. Compensation Actually Paid Compared to Non-GAAP EPS

    Compensation Actually Paid Compared to Non-GAAP EPS (1) Non-GAAP EPS for purposes of the Company selected measure is reported and reconciled (A) for 2024, 2023, and 2022 in Appendix B, except that non-GAAP EPS was further adjusted for: (i) 2024 as described on page 59 of our Compensation Discussion and Analysis; (ii) 2023 as described on page 59 of our 2024 Proxy Statement; and (iii) 2022 as described on page 52 of our 2023 Proxy Statement, and (B) for 2021 and 2020, in Appendix B to the 2023 Proxy Statement, except that non-GAAP EPS for 2021 was further adjusted as described on page 50 of our 2022 Proxy Statement.

  146. Director Compensation

    Director Compensation The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract the best talent to our Board of Directors, or Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have stock ownership guidelines to align the directors’ interests with our stockholders’ interests and to focus on our long-term growth and success. Directors who are our employees are not paid any fees for serving on our Board or for attending Board meetings.

  147. 2024 Director Compensation

    2024 Director Compensation

  148. 2024 Director Compensation

    | Position | Annual Cash Retainer ($) | Annual Equity Awards (Restricted Stock Units Grant Date Market Value) ($) | | Non-Employee Director | 115,000 | 220,000 | | Lead Independent Director Retainer | 50,000 | — | | Committee Chair Retainers | | — | | Audit Committee Chair | 30,000 | — | | Other Committee Chairs (Compensation and Management Development, Corporate Responsibility and Compliance, and Governance and Nominating Committees) | 20,000 | — | | Committee Member Meeting Retainer | 12,500 | — |

  149. 2024 Director Compensation

    Equity Incentives. Each non-employee director received an automatic annual grant of restricted stock units, or RSUs, on the date of the annual meeting of stockholders, with a grant date fair market value of $220,000, based on the closing price of our Common Stock on the grant date (rounded down to the nearest whole number). The RSUs vest immediately, and to further support long-term holding, a director may choose to defer receipt of such shares. Directors who elect to defer receipt of the shares accrue dividend equivalents on the vested RSUs during the deferral period. Further, to increase their equity holdings, a director may also elect to receive deferred vested RSUs in lieu of up to 100% of his or her cash compensation. Director Stock Ownership Guidelines. All non-employee directors are expected to hold the equivalent of five times the Board annual cash retainer ($575,000) in our Common Stock while serving as a non-employee director. All non-employee directors are expected to comply with the stock ownership guidelines on or before December 31st of the calendar year in which the fifth anniversary of their first date of election by stockholders falls. For purposes of the Board stock ownership guidelines, issued and outstanding shares of our Common Stock held beneficially or of record by the non-employee director, issued and outstanding shares of our Common Stock held in a qualifying trust (as defined in the guidelines), and vested RSUs that are deferred will count towards satisfying these stock ownership guidelines. All directors with compliance dates that were on or prior to December 31, 2024, met the stock ownership guidelines as of those dates. Board members are subject to our insider trading policy that, among other things, prohibits engaging in short sales with respect to the Company’s securities, purchasing or pledging the Company’s stock on margin(1), or entering into any hedging, derivative, or similar transactions with respect to the Company’s securities. (1) With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). Expenses. Directors are entitled to reimbursement of their expenses incurred in connection with attendance at Board and committee meetings and conferences with our Senior Management. We make tax gross-up payments to our directors to reimburse them for additional income taxes imposed when we are required to impute income on perquisites that we provide. Guests of our Board members are occasionally invited to Board events, and we may pay or reimburse travel expenses and may provide transportation on our aircraft for both the director and his or her guest. Deferred Compensation. Non-employee directors are eligible to participate in the Nonqualified Deferred Compensation Plan that we maintain for our staff members (see “Nonqualified Deferred Compensation” in our Executive Compensation Tables above for more information). Earnings under this plan are market-based—there are no “above market” or guaranteed rates of returns. Charitable Contributions. Through The Amgen Foundation, Inc., the Company maintains a charitable contributions matching gift program for all eligible staff members and non-employee directors. The Amgen Foundation, Inc. matches, on a dollar-for-dollar basis, qualifying donations made by directors to eligible organizations, up to $20,000 per person, per year. Separate from, and in addition to, this ongoing annual program, in response to catastrophic events and natural disasters, The Amgen Foundation, Inc. matches, on a dollar-for-dollar basis, donations to specified disaster relief organizations.

  150. Director Compensation Table

    Director Compensation Table The following table shows compensation of the non-employee members of our Board for 2024. Robert A. Bradway, our Chairman of the Board, Chief Executive Officer and President is not included in the table as he is an employee and, thus, receives no compensation for his service as a director.

  151. Director Compensation Table

    | Non-Employee Director | Fees Earned or Paid in Cash($)(3) | Stock Awards($)(4)(5) | All Other Compensation($)(6) | Total($) | | Wanda M. Austin | 140,000 | 219,906 | 10,277 | 370,183 | | Michael Drake(1) | - | 359,906 | 20,180 | 380,086 | | Brian J. Druker | 140,000 | 219,906 | 12,535 | 372,441 | | Robert A. Eckert | 210,000 | 219,906 | 20,161 | 450,067 | | Greg C. Garland | 160,000 | 219,906 | 20,147 | 400,053 | | Charles M. Holley, Jr.(1) | - | 389,906 | 147 | 390,053 | | S. Omar Ishrak(1) | - | 359,906 | 22,373 | 382,279 | | Tyler Jacks | 140,000 | 219,906 | 158 | 360,064 | | Mary E. Klotman(2) | 81,667 | 219,906 | 169 | 301,742 | | Ellen J. Kullman | 151,667 | 219,906 | 10,161 | 381,734 | | Amy E. Miles | 140,000 | 219,906 | 147 | 360,053 | | Ronald D. Sugar | 66,667 | - | 1,366 | 68,033 | | R. Sanders Williams | 58,333 | - | 1,338 | 59,671 |

  152. Director Compensation Table

    (1) Drs. Drake and Ishrak and Mr. Holley elected to receive 100% of their respective annual retainer and committee meeting fees in deferred vested RSUs, the value of which are reflected in the stock awards column in accordance with Accounting Standards Codification Topic 718, or ASC 718. (2) Ms. Klotman joined our Board in May 2024. Accordingly, fees earned consist of a pro-rata amount of the annual retainer fee (pro-rated on a monthly basis for actual service) in 2024. (3) Reflects all cash fees earned by members of our Board for annual retainers. (4) Reflects the grant date fair values of RSUs determined in accordance with ASC 718 consisting of 719 RSUs granted on May 31, 2024 to each director named above. The grant date fair values of all of the annual awards are based on the closing price of our Common Stock on the grant date ($305.85) multiplied by the number of RSUs granted. Such grants occurred on the date of our annual meeting of stockholders. Directors who elect to defer receipt of the shares accrue dividend equivalents on the vested RSUs during the deferral period. All of the RSUs granted to directors were fully vested upon grant, and thus directors who do not elect to defer the vested RSUs receive shares of common stock upon grant. In addition to the annual grants discussed above, Drs. Drake and Ishrak and Mr. Holley elected to receive RSUs in lieu of cash fees earned in 2024 for 100% of their annual retainer and committee meeting fees (rounded down to the nearest whole number of units) as follows:

  153. Director Compensation Table

    | | Granted on (but receipt deferred) | | | | Non-Employee Director | May 7, 2024 | August 9, 2024 | November 4, 2024 | | Michael Drake | 116 | 108 | 220 | | Charles M. Holley, Jr. | 141 | 131 | 268 | | S. Omar Ishrak | 116 | 108 | 220 |

  154. Director Compensation Table

    The grant date fair values per unit for these awards were $300.30, $322.49, and $316.91 for May 7, 2024, August 9, 2024, and November 4, 2024, respectively. Such grant dates occurred on the date that is two business days after release of our applicable quarterly earnings in accordance with the terms of our Director Equity Incentive Program. (5) Directors may elect to defer issuance of shares until a later date, which would result in a deferral of taxable income to the director until the lapse of such deferral. Upon the lapse of any applicable deferral period, the vested/deferred RSUs are paid in shares of our Common Stock on a one-for-one basis. The table below shows the aggregate number of deferred stock awards (vested deferred RSUs and dividend equivalents) outstanding for each non-employee director as of December 31, 2024. Deferred stock awards consist of vested RSUs for which receipt of the underlying shares of our Common Stock has been deferred (vested/deferred RSUs) and dividends on vested/deferred RSUs are deemed automatically reinvested to acquire additional vested/deferred RSUs.

  155. Director Compensation Table

    | Non-Employee Director | Deferred Restricted Stock Units and Dividend Equivalents as of December 31, 2024(a) | | Wanda M. Austin | 0 | | Michael Drake | 3,577 | | Brian J. Druker | 5,925 | | Robert A. Eckert | 17,049 | | Greg C. Garland | 0 | | Charles M. Holley, Jr. | 10,193 | | S. Omar Ishrak | 4,177 | | Tyler Jacks | 12,844 | | Mary E. Klotman | 0 | | Ellen J. Kullman | 12,154 | | Amy E. Miles | 3,599 | | Ronald D. Sugar | 19,828 | | R. Sanders Williams | 0 |

  156. Director Compensation Table

    (a) RSUs and related dividend equivalents are rounded down to the nearest whole number of shares. Fractional shares are paid in cash. The table below provides a summary of amounts paid by the Company for perquisites and other special benefits.

  157. Director Compensation Table

    | | Matching | Personal Use of Aircraft(b) | | Reimbursement of Expenses in Connection with Guests Accompanying Directors on Business Travel(c) | | Personal Expenses While on Business Travel(d) | | Other(e) | | | | Non-Employee Directors | of Charitable Contributions ($)(a) | Aggregate Incremental Amounts($) | Tax Gross- Up ($) | Aggregate Incremental Amounts($) | Tax Gross- Up ($) | Aggregate Incremental Amounts($) | Tax Gross- Up($) | Aggregate Incremental Amounts($) | Tax Gross- Up ($) | Total($) | | Wanda M. Austin | 10,000 | 0 | 0 | 83 | 33 | 0 | 0 | 115 | 46 | 10,277 | | Michael Drake | 20,000 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 65 | 20,180 | | Brian J. Druker | 12,000 | 0 | 371 | 0 | 0 | 0 | 0 | 115 | 49 | 12,535 | | Robert A. Eckert | 20,000 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 46 | 20,161 | | Greg C. Garland | 20,000 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 32 | 20,147 | | Charles M. Holley, Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 32 | 147 | | S. Omar Ishrak | 20,000 | 978 | 1,118 | 0 | 0 | 83 | 33 | 115 | 46 | 22,373 | | Tyler Jacks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 43 | 158 | | Mary E. Klotman | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 124 | 45 | 169 | | Ellen J. Kullman | 10,000 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 46 | 10,161 | | Amy E. Miles | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 115 | 32 | 147 | | Ronald D. Sugar | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 975 | 391 | 1,366 | | R. Sanders Williams | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 982 | 356 | 1,338 |

  158. Director Compensation Table

    (a) These are charitable contributions of The Amgen Foundation, Inc. that matched the directors’ charitable contributions made in 2024. (b) Where guests accompany directors on our aircraft or where the director, for nonbusiness purposes, accompanies executives using our aircraft for business purposes, we typically incur de minimis incremental costs for transporting that person, but we are required to impute income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. The aggregate incremental cost of use of our aircraft is calculated based on our variable operating costs, which include crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, maintenance, and other smaller variable costs. In determining the incremental cost relating to fuel and trip related maintenance, we applied an estimate derived from our average costs. We believe that the use of this methodology is a reasonably accurate method for calculating fuel and trip-related maintenance costs. Because our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, our aircraft purchase costs, and the cost of maintenance not related to trips. (c) These amounts reflect the incremental costs of personal expenses in connection with guests accompanying directors while on business travel and related imputed income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. (d) These amounts reflect the incremental costs of personal expenses of directors while on business travel and related imputed income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. (e) Amounts reflect the incremental costs of Company-branded items and commemorative plaques in recognition of retirements given to the non-employee directors.

  159. Stockholder Proposals and Director Nominees for Inclusion in our 2026 Proxy Statement

    Stockholder Proposals and Director Nominees for Inclusion in our 2026 Proxy Statement Proposals Pursuant to Rule 14a-8. Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our 2026 annual meeting of stockholders. To be eligible for inclusion in our 2026 proxy statement, your proposal must be received by our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799 or by facsimile number (805) 499-6751, no later than December 10, 2025, and must otherwise comply with Rule 14a-8 under the Exchange Act. While our Board of Directors, or Board, will consider stockholder proposals, we reserve the right to omit from our proxy statement stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8. Director Nominations Pursuant to Our Bylaws. Our Amended and Restated Bylaws of Amgen Inc., or Bylaws, permit an eligible stockholder, or group of up to 20 eligible stockholders, owning Amgen stock continuously for at least three years and shares representing an aggregate of at least 3% of our outstanding shares, to nominate and include in Amgen’s proxy materials director nominees constituting up to the greater of 20% of the Board or two directors, provided that the stockholder(s) and nominee(s) satisfy the requirements of the Bylaws (“Proxy Access”). To nominate a director pursuant to Proxy Access at the 2026 annual meeting of stockholders, you must comply with all of the procedures, information requirements, qualifications and conditions set forth in our Bylaws. A fully compliant nomination notice must be received by us no earlier than November 10, 2025, and no later than December 10, 2025, assuming the date of the 2026 annual meeting of stockholders is not more than thirty days before and not more than seventy days after the anniversary date of the 2025 Annual Meeting of Stockholders, or Annual Meeting, and such nomination notice must be delivered to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799 or by facsimile number (805) 499-6751.