DEF 14A of AbbVie Inc., Mar 23, 2020

DEF 14A of AbbVie Inc.

Filed Mar 23, 2020 · FY20190001047469-20-001710

Open on EDGAR

  1. AbbVie Savings Plan

    AbbVie Savings Plan Participants in the AbbVie Savings Plan will receive voting instructions for their shares of AbbVie common stock held in the AbbVie Savings Plan Trust. The Trust is administered by both a trustee and an investment committee. The trustee is The Northern Trust Company. The members of the investment committee are William H.S. Preece, Scott T. Reents and Michael J. Thomas, employees of AbbVie. The voting power with respect to the shares is held by and shared between the investment committee and the participants. The investment committee must solicit voting instructions from the participants and follow the voting instructions it receives. The investment committee may use its own discretion with respect to those shares of AbbVie common stock for which no voting instructions are received. The board of directors consists of three classes currently comprised of three directors in Class I, four directors in Class II, and four directors in Class III. Directors of one class are elected each year for a term of three years. The Class II directors are presented for re-election to hold office until the expiration of their term at the 2023 annual meeting of stockholders and until their successors are elected and qualified or until their earlier death or resignation. Directors are elected by stockholders if a majority of the votes cast are "for" a director's re-election at the Annual Meeting, excluding abstentions and broker non-votes. For more information on the director majority vote standard, see AbbVie's By-Laws as listed as an exhibit to AbbVie's 2019 Annual Report on Form 10-K. All of the nominees are currently serving as directors.

  2. AbbVie Savings Plan

    | Class II—Directors Whose Terms Expire in 2020 |

  3. AbbVie Savings Plan

    | Committees: Nominations & Governance Public Policy Director since: 2013 Age: 69 | Robert J. Alpern, M.D. Ensign Professor of Medicine, Professor of Internal Medicine, and Former Dean of Yale School of Medicine Dr. Alpern has served as the Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine since June 2004. He served as Dean of Yale School of Medicine from June 2004 to January 2020. From July 1998 to May 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. Dr. Alpern served on the board of Yale-New Haven Hospital from October 2005 to January 2020. Dr. Alpern also serves as a director of Abbott Laboratories and Tricida, Inc. Key Contributions to the Board: Through his position as Ensign Professor of Medicine, Professor of Internal Medicine, as well as his previous service as Dean of Yale School of Medicine, Dean of The University of Texas Southwestern Medical Center, and on the board of Yale-New Haven Hospital, Dr. Alpern contributes valuable insights to the board through his medical and scientific expertise and his knowledge of the health care environment and the scientific nature of AbbVie's key research and development initiatives. |

  4. AbbVie Savings Plan

    | Committees: Compensation Public Policy Director since: 2013 Age: 74 | Edward M. Liddy Retired Chairman & CEO, The Allstate Corporation Mr. Liddy served as a partner in the private equity investment firm Clayton, Dubilier & Rice, LLC from January 2010 to December 2015. At the request of the Secretary of the U.S. Department of the Treasury, Mr. Liddy served as interim chairman and chief executive officer of American International Group, Inc. (AIG), a global insurance and financial services holding company, from September 2008 to August 2009. From January 1999 to April 2008, Mr. Liddy served as chairman of the board of The Allstate Corporation (insurance). He served as chief executive officer of Allstate from January 1999 to December 2006, president from January 1995 to May 2005, and chief operating officer from August 1994 to January 1999. Mr. Liddy currently serves on the board of directors of Abbott Laboratories, 3M Company, and The Boeing Company. Mr. Liddy has reached the mandatory retirement age for directors at both Boeing and 3M and will not stand for re-election at either company's 2020 annual meeting. Key Contributions to the Board: Mr. Liddy's executive leadership at Allstate and AIG and his board service at several Fortune 100 companies enable him to provide our board with valuable insights on corporate strategy, risk management, corporate governance and other issues facing large, global enterprises. Additionally, as a former chief financial officer, audit committee chair at Goldman Sachs and 3M, and a private equity firm partner, Mr. Liddy provides our board with significant knowledge and understanding of corporate finance, capital markets, financial reporting and accounting matters. |

  5. AbbVie Savings Plan

    | Committees: Audit Public Policy Director since: 2017 Age: 62 | Melody B. Meyer Retired President, Chevron Asia Pacific Exploration and Production Ms. Meyer is president of Melody Meyer Energy, LLC, a private consulting firm, a position she has held since June 2016. From March 2011 to April 2016, Ms. Meyer served as the president of Chevron Asia Pacific Exploration and Production Company. She previously served as president of Chevron Energy Technology Company from 2008 to 2011, in addition to various other roles over her thirty-seven year career at Chevron. Ms. Meyer is also a director at BP p.I.c. and National Oilwell Varco, Inc. Key Contributions to the Board: As a result of her tenure at Chevron, Ms. Meyer has acquired operational, management, strategic planning, and financial expertise with extensive global experience and provides an informed perspective to the board on financial and operational matters faced by a complex international company. | | Committees: Audit Compensation Director since: 2013 Age: 66 | Frederick H. Waddell Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company Mr. Waddell served as chairman of the board of Northern Trust Corporation and The Northern Trust Company from November 2009 until his retirement in January 2019. He previously served as chief executive officer from 2008 through 2017, as president from 2006 to 2011 and again from October to December 2016, and chief operating officer from 2006 to 2008. Mr. Waddell is also a director of International Business Machines Corporation. Key Contributions to the Board: As former chairman and chief executive officer of Northern Trust Corporation and The Northern Trust Company, Mr. Waddell contributes broad financial services experience with a strong record of leadership in a highly regulated industry. |

  6. AbbVie Savings Plan

    | Class III—Directors Whose Terms Expire in 2021 |

  7. AbbVie Savings Plan

    | Committees: Audit Compensation Director since: 2013 Age: 59 | Roxanne S. Austin President, Austin Investment Advisors Ms. Austin is president of Austin Investment Advisors, a private investment and consulting firm, and chairs the U.S. Mid-market Investment Advisory Committee of EQT Partners. Previously, Ms. Austin also served as the president and chief executive officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin served as president and chief operating officer of DIRECTV, Inc. Ms. Austin also served as executive vice president and chief financial officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Ms. Austin is also a director of Abbott Laboratories, Crowdstrike, Inc., Target Corporation, and Teledyne Technologies, Inc. Ms. Austin has informed Target she will not stand for re-election when her current term concludes in June 2020. Ms. Austin also served as a director of Telefonaktiebolaget LM Ericsson from 2008 to 2016. Key Contributions to the Board: Through her extensive management and operating roles, including her financial roles, Ms. Austin contributes significant oversight and leadership experience to the board, including financial expertise and knowledge of financial statements, corporate finance and accounting matters. |

  8. AbbVie Savings Plan

    | Director since: 2013 Age: 66 | Richard A. Gonzalez Chairman of the Board and Chief Executive Officer, AbbVie Inc. Mr. Gonzalez is the chairman and chief executive officer of AbbVie. He served as Abbott's executive vice president of the pharmaceutical products group from July 2010 to December 2012, and was responsible for Abbott's worldwide pharmaceutical business, including commercial operations, research and development, and manufacturing. He also served as president, Abbott Ventures Inc., Abbott's medical technology investment arm, from 2009 to 2011. Mr. Gonzalez joined Abbott in 1977 and held various management positions before briefly retiring in 2007, including: Abbott's president and chief operating officer; president, chief operating officer of Abbott's Medical Products Group; senior vice president and president of Abbott's former Hospital Products Division; vice president and president of Abbott's Health Systems Division; and divisional vice president and general manager for Abbott's Diagnostics Operations in the United States and Canada. Key Contributions to the Board: As a result of his service as Abbott's executive vice president, Pharmaceutical Products Group, his previous service as Abbott's president and chief operating officer and his more than 30-year career at Abbott, Mr. Gonzalez has developed valuable business, management and leadership experience, as well as extensive knowledge of AbbVie and its global operations. Mr. Gonzalez's experience and knowledge enable him to contribute to AbbVie's board key insights into strategic, management, and operational matters. | | Committees: Nominations & Governance Public Policy Director since: 2018 Age: 67 | Rebecca B. Roberts Retired President of Chevron Pipe Line Company Ms. Roberts served as president of Chevron Pipe Line Company from 2006 until her retirement in 2011. She previously served as the president of Chevron Global Power Generation from 2003 to 2006, in addition to various technical and management positions during her thirty-six year career with Chevron. Ms. Roberts began her career as a chemist and research scientist. Ms. Roberts currently serves on the board of directors at Black Hills Corporation and MSA Safety Incorporated. Ms. Roberts served as a director of Enbridge, Inc. from 2015 to 2018. Key Contributions to the Board: Ms. Roberts brings management, operational, safety, and strategy development expertise with a scientific background and extensive global experience at Chevron. She provides an informed perspective to the board on regulatory and operational matters faced by a complex international company. |

  9. AbbVie Savings Plan

    | Committees: Audit Compensation Nominations & Governance Public Policy Lead Independent Director Director since: 2013 Age: 71 | Glenn F. Tilton Retired Chairman and Chief Executive Officer of the UAL Corporation Mr. Tilton was chairman of the Midwest for JPMorgan Chase & Co. from 2011 until his retirement in 2014. From October 2010 to December 2012, Mr. Tilton also served as the non-executive chairman of the board of United Continental Holdings, Inc. From September 2002 to October 2010, he served as chairman, president and chief executive officer of UAL Corporation, and chairman and chief executive officer of United Air Lines, Inc., its wholly owned subsidiary. Prior to becoming the vice chairman of Chevron Texaco following the merger of Texaco Inc. and Chevron Corp., Mr. Tilton enjoyed a 30-year multi-disciplinary career with Texaco Inc., culminating in his election as chairman and chief executive officer. Mr. Tilton is also a director of Abbott Laboratories and Phillips 66. Mr. Tilton also served on the board of directors of Lincoln National Corporation from 2002 to 2007, of TXU Corporation from 2005 to 2007, of Corning Incorporated from 2010 to 2012, and of United Continental Holdings, Inc. from 2010 to 2012. Key Contributions to the Board: As chairman of the Midwest for JPMorgan Chase & Co. and having previously served as non-executive chairman of the board of United Continental Holdings, Inc., and chairman, president, and chief executive officer of UAL Corporation and United Air Lines, vice chairman of Chevron Texaco and as interim chairman of Dynegy, Inc., Mr. Tilton acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters. His experience as non-executive chairman of the board of United Continental Holdings, Inc. also enhances his contributions as AbbVie's lead independent director. |

  10. AbbVie Savings Plan

    | Class I—Directors Whose Terms Expire in 2022 |

  11. AbbVie Savings Plan

    | Committees: Audit Nominations & Governance Director since: 2013 Age: 68 | William H.L. Burnside Retired Senior Vice President and Director at The Boston Consulting Group Mr. Burnside is a retired senior vice president and director at The Boston Consulting Group (BCG), where he currently serves as an advisor. Prior to becoming managing partner of BCG's Los Angeles office in 1987, he worked in BCG's London and Chicago offices, servicing clients in telecommunications, media, defense, financial services, and manufacturing. Key Contributions to the Board: Through his experience with The Boston Consulting Group, Mr. Burnside contributes knowledge and understanding of corporate finance and capital markets matters to the board, as well as global and domestic strategic advisory experience across a broad base of industries. |

  12. AbbVie Savings Plan

    | Committees: Nominations & Governance Public Policy Director since: 2016 Age: 50 | Brett J. Hart Executive Vice President and Chief Administrative Officer, United Airlines Holdings, Inc. Mr. Hart is the executive vice president and chief administrative officer of United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. He served as executive vice president, chief administrative officer and general counsel between May 2017 and March 2019 and as executive vice president and general counsel between February 2012 and May 2017. Mr. Hart also served as acting chief executive officer of UAL and United Airlines, Inc. from October 2015 to March 2016. From December 2010 to February 2012, he served as senior vice president, general counsel and secretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as executive vice president, general counsel and corporate secretary at Sara Lee Corporation. Key Contributions to the Board: As an executive vice president and general counsel for two large public companies with international operations and having served as an acting CEO, Mr. Hart contributes operational and strategic acumen with expertise in risk management, legal strategic matters, government and regulatory affairs, customer and external facing matters, corporate governance, and compliance. |

  13. AbbVie Savings Plan

    | Committees: Audit Nominations & Governance Director since: 2013 Age: 62 | Edward J. Rapp Retired Group President for Resource Industries of Caterpillar Inc. Mr. Rapp served as the Caterpillar Inc. group president for resource industries from 2014 until his retirement in mid-2016. He previously served at Caterpillar as group president based in Singapore in 2013 and 2014 and as the chief financial officer from 2010 to 2013, and he was named a group president in 2007. He is currently a member of the University of Missouri College of Business Advisory Board. Mr. Rapp previously served as a director of FM Global. Key Contributions to the Board: As a result of his tenure as group president and chief financial officer at Caterpillar Inc., Mr. Rapp has acquired management, operational, and financial expertise with extensive global experience and provides the board with an informed perspective on financial and operational matters faced by a complex international company. |

  14. AbbVie Savings Plan

    | The Board of Directors |

  15. AbbVie Savings Plan

    The board of directors held eleven meetings in 2019. The average attendance of all incumbent directors at board and committee meetings in 2019 was ninety-nine percent, and each director attended at least seventy-five percent of the total number of board meetings and meetings of the committees of which he or she served. AbbVie encourages its board members to attend the annual stockholder meeting. All of AbbVie's directors attended the 2019 annual stockholder meeting. The board has determined that each of the following individuals is independent in accordance with the New York Stock Exchange (NYSE) listing standards: Dr. Alpern, Ms. Austin, Mr. Burnside, Mr. Hart, Mr. Liddy, Ms. Meyer, Mr. Rapp, Ms. Roberts, Mr. Tilton, and Mr. Waddell. To determine independence, the board applied the AbbVie Inc. director independence guidelines. The board also considered whether a director has any other material relationships with AbbVie or its subsidiaries and concluded that none of these directors had a relationship that impaired the director's independence. This included consideration of the fact that some of the directors are officers or serve on boards of companies or entities to which AbbVie sold products or made contributions or from which AbbVie purchased products and services during the year. This also included consideration of the fact that some of the directors serve on the board of Abbott Laboratories (Abbott), AbbVie's former parent. In making its determination, the board relied on both information provided by the directors and information developed internally by AbbVie. The board has risk oversight responsibility for AbbVie and administers this responsibility both directly and with assistance from its committees. The board reviews enterprise risks and discusses them with our senior management on a regular basis. AbbVie's risk management program focuses on issues relevant to AbbVie's business, reputation, and strategy, including but not limited to pipeline advancement, healthcare industry dynamics such as pricing and patient access, manufacturing, regulatory and compliance matters, and others. For more details about committee responsibilities and oversight, please see the committee discussion on pages 21-23. The board also oversees AbbVie's culture, employee engagement, and overall management of human capital. This oversight ensures that AbbVie is attracting, developing, and retaining best-in-class employees dedicated to making a remarkable impact on patients' lives around the world. The board has determined that the current leadership structure, in which the offices of chairman of the board and chief executive officer are held by one individual with a board appointed lead independent director, ensures the appropriate level of oversight, independence, and responsibility is applied to all board decisions, including risk oversight, and is in the best interests of AbbVie and its stockholders. The lead independent director is chosen by and from the independent members of the board of directors. The lead independent director responsibilities include:

  16. AbbVie Savings Plan

    | 1. | reviews and guides agenda items for board meetings; | | 2. | leads the CEO succession planning process; | | 3. | facilitates communication with the board and presides over regularly conducted executive sessions of the independent directors or sessions where the chairman of the board is not present; | | 4. | reviews and approves matters, such as schedule sufficiency, and, where appropriate, information provided to other board members; | | 5. | serves as the liaison between the chairman of the board and the independent directors; | | 6. | has the authority to call meetings of the independent directors; | | 7. | leads the board's evaluation of the CEO; | | 8. | leads the annual board and committee evaluation process, including discussing evaluations with each director individually; | | 9. | encourages effective director participation by fostering an environment of open dialogue and constructive feedback among independent directors; | | 10. | involved in selection and interviewing of new board members; | | 11. | if requested by major stockholders, ensures that he or she is available for consultation and direct communication as needed; | | 12. | if required, represents independent board members externally; and | | 13. | performs such other duties as the board may determine from time to time. |

  17. AbbVie Savings Plan

    All directors are encouraged to, and in fact do, consult with the chairman on each of the above topics, as well. The lead director, and each of the other directors, communicates regularly with the chairman of the board and chief executive officer regarding appropriate agenda topics and other board related matters. AbbVie directors have backgrounds that when combined provide a portfolio of experience and knowledge that serve AbbVie's governance and strategic needs. Director nominees are considered based on a range of criteria including broad-based business knowledge and relationships, prominence and excellent reputations in their primary fields of endeavor, as well as a global business perspective and commitment to good corporate citizenship, and ability to commit sufficient time and attention to the activities of the board. They must have demonstrated experience and ability that is relevant to the board's oversight role with respect to AbbVie's business and affairs. They must also be able and willing to represent the stockholders' economic interests and satisfy their fiduciary duties to stockholders without conflicts of interest. For more details on director qualifications, please see Exhibit A to AbbVie's Governance Guidelines. Each year, the board and its committees conduct detailed self-evaluations covering topics such as board and committee leadership structure, composition and effectiveness, quality of board and committee materials and discussions, priority agenda items, schedule sufficiency, and board processes. To ensure candid feedback, the evaluations are anonymous. The full board, led by the lead independent director, discusses the evaluation reports to determine what, if any, actions or improvements should be undertaken in the near-term and long-term. The board, committee, and CEO evaluations are discussed in executive session to allow for additional candid discussion. Each director's biography includes the particular experience and qualifications that led the board to conclude that the director should serve on the board. The directors' biographies are in the section of this proxy statement captioned "Information Concerning Director Nominees." The following table highlights our directors' skills and experience. The skills identified below are considered by the nominations and governance committee to be the most relevant to the board's oversight role with respect to AbbVie's business and affairs and to drive our culture of innovation and responsibility. The specific importance of each skill also is noted. Such skills include, among others: • Healthcare Industry—Relevant to an industry understanding and review of our business and strategy for continued innovation. • Leadership—For a board that can successfully advise and oversee the company's business performance and represent stockholders' interests. • Global Business and Strategy—For oversight of a complex global organization like AbbVie to successfully advise and oversee the strategic development and direction of the company. • Corporate Governance and Public Company Board—Ensuring directors have background and knowledge to perform oversight and governance roles. • Finance or Accounting—Enabling our directors to analyze our financial statements, oversee our capital structure, and consider financial transactions. • Government Relations and Regulatory—For an understanding of the complex regulatory and governmental environment in which our business operates.

  18. AbbVie Savings Plan

    | Director Skills, Knowledge and Experience Matrix | | | | | | | | | Healthcare Industry | Leadership | Global Business and Strategy | Corporate Governance and Public Company Board | Finance or Accounting | Government Relations and Regulatory | | Dr. Alpern | ü | ü | ü | ü | | ü | | Ms. Austin | ü | ü | ü | ü | ü | ü | | Mr. Gonzalez | ü | ü | ü | ü | ü | ü | | Mr. Burnside | | ü | ü | ü | ü | ü | | Mr. Hart | | ü | ü | ü | | ü | | Mr. Liddy | ü | ü | ü | ü | ü | ü | | Ms. Meyer | | ü | ü | | ü | ü | | Mr. Rapp | | ü | ü | ü | ü | ü | | Ms. Roberts | | ü | ü | ü | | ü | | Mr. Tilton | ü | ü | ü | ü | ü | ü | | Mr. Waddell | | ü | ü | ü | ü | ü |

  19. AbbVie Savings Plan

    | Board Diversity |

  20. AbbVie Savings Plan

    AbbVie is committed to diversity in its workforce and on its board of directors. In the process of identifying nominees to serve as a member of the board of directors, the nominations and governance committee considers the board's diversity of ethnicity, gender, age, and geography and assesses the effectiveness of the process in achieving that diversity. More details about our workforce diversity are available in the "Corporate Responsibility Highlights" section of this proxy statement.

  21. AbbVie Savings Plan

    | Committees of the Board of Directors |

  22. AbbVie Savings Plan

    The board of directors has five committees established in AbbVie's By-Laws: the audit committee, compensation committee, nominations and governance committee, public policy committee, and executive committee. Each of the members of the audit committee, compensation committee, and nominations and governance committee is independent. Mr. Tilton serves as AbbVie's lead independent director.

  23. AbbVie Savings Plan

    | | Audit Committee | Compensation Committee | Nominations and Governance Committee | Public Policy Committee | | R. Alpern | | | | | | R. Austin | | | | | | W. Burnside | | | | | | B. Hart | | | | | | E. Liddy | | | | | | M. Meyer | | | | | | E. Rapp | | | | | | R. Roberts | | | | | | G. Tilton | | | | | | F. Waddell | | | | | | Number of meetings | 6 | 4 | 4 | 4 |

  24. AbbVie Savings Plan

    | Lead Director | Chairperson | Member | Financial Expert |

  25. Executive Committee

    | Name | Fees Earned or Paid in Cash ($)(1) | Restricted Stock Unit Awards ($)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | R. Alpern | $110,000 | $189,952 | $0 | $50,143 | $25,000 | $375,095 | | R. Austin | 135,000 | 189,952 | 0 | 0 | 8,475 | 333,427 | | W. Burnside | 116,000 | 189,952 | 0 | 0 | 27,755 | 333,707 | | B. Hart | 121,667 | 189,952 | 0 | 0 | 25,000 | 336,619 | | E. Liddy | 130,000 | 189,952 | 0 | 0 | 0 | 319,952 | | M. Meyer | 116,000 | 189,952 | 0 | 0 | 25,000 | 330,952 | | E. Rapp | 136,000 | 189,952 | 0 | 0 | 26,077 | 352,029 | | R. Roberts | 110,000 | 189,952 | 0 | 0 | 24,800 | 324,752 | | G. Tilton | 169,750 | 189,952 | 0 | 0 | 28,043 | 387,745 | | F. Waddell | 116,000 | 189,952 | 0 | 0 | 25,000 | 330,952 |

  26. Executive Committee

    | DIRECTOR COMPENSATION |

  27. AbbVie has Delivered Robust Financial Results since Inception

    AbbVie has delivered a strong compound annual growth rate (CAGR) since inception on adjusted net revenues and adjusted diluted earnings per share (EPS), placing AbbVie in the top quartile of its Health Care Peer Group. Additionally, AbbVie is committed to a robust return of capital to stockholders with an increase of 195% in its quarterly dividend since 2013 as part of a balanced and disciplined capital allocation program. AbbVie's total stockholder return (TSR) since inception of 240.2% also places AbbVie at the top of its Health Care Peer Group, and more than 78 percentage points above the Standard & Poor's 500 Index and more than 124 percentage points above the NYSE Arca Pharmaceutical Index over the same time period.

  28. Performance Relative to Peer Group

    Performance Relative to Peer Group AbbVie is in the top tier of its peers on several financial measures. The chart below outlines AbbVie's six-year performance relative to its Health Care Peer Group. In 2019, AbbVie outperformed its Health Care Peer Group in most of these categories, as demonstrated in the chart below.

  29. Performance Relative to Peer Group

    | * Strong financial performance versus peers in 2019 despite significant biosimilar competition for HUMIRA outside the United States. |

  30. Committee Process for Setting Total Compensation

    Committee Process for Setting Total Compensation Each February, the committee, with the assistance of its independent compensation consultant and AbbVie's management team, determines pay levels for NEOs. The process starts with a consideration of compensation levels and the mix of compensation for comparable executives at companies in AbbVie's Health Care Peer Group, which are listed below in the section captioned "Compensation Benchmarking." After this benchmark review, the committee establishes NEO compensation—base salary adjustments, annual incentive awards, and long-term incentive awards—relative to the peer median in each instance. Awards can be differentiated from the peer compensation levels based on each NEO's individual performance, leadership, and contributions to AbbVie's business and strategic performance.

  31. Compensation Benchmarking

    Compensation Benchmarking To provide the appropriate context for executive pay decisions, the committee, in consultation with its independent compensation consultant, assesses the compensation practices and pay levels of AbbVie's Health Care Peer Group. The committee chooses to focus on the Health Care Peer Group because its constituents share important characteristics with AbbVie, particularly the global emphasis on research-based pharmaceuticals and biopharmaceutical therapies and the regulatory environment within which they operate. Members of the Health Care Peer Group are AbbVie's primary competitors for executive talent and are companies the committee believes chiefly represent our competitive market:

  32. Compensation Benchmarking

    | Health Care Peer Group | | Amgen, Inc. | | Bristol-Myers Squibb Company | | Eli Lilly and Company | | Gilead Sciences, Inc. | | GlaxoSmithKline plc | | Johnson & Johnson | | Merck & Company, Inc. | | Novartis AG | | Pfizer Inc. |

  33. Role of the Compensation Consultant

    Role of the Compensation Consultant The compensation committee has engaged Compensation Advisory Partners as its independent compensation consultant. The committee's independent consultant reports directly to the chair of the committee. The consultant meets regularly, and as needed, with the committee in executive sessions, has direct access to the chair during and between meetings, and performs no other services for AbbVie or its senior executives. The committee determines what variables it will instruct its consultant to consider, which include: peer groups against which performance and pay should be examined, metrics to be used to assess AbbVie's performance, competitive incentive practices in the marketplace, and compensation levels relative to market benchmarks.

  34. Base Salary

    Base Salary The compensation committee sets appropriate levels of base salary to ensure that AbbVie can attract and retain a leadership team that will continue to meet our commitments to customers and patients and sustain long-term profitable growth for our stockholders. Generally, the committee considers the median of the Health Care Peer Group as an initial benchmark, but also references additional information as needed. Specific pay rates are then established for each NEO relative to his or her market benchmark based on the NEO's performance, experience, unique skills, internal equity with others at AbbVie, and the company's operating budget.

  35. Short-Term Incentives

    Short-Term Incentives

  36. Performance Incentive Plan

    Performance Incentive Plan Annual cash incentives are paid to NEOs through AbbVie's Performance Incentive Plan (PIP), which rewards executives for achieving key financial and non-financial goals measured at the company and individual levels. AbbVie's PIP structure is designed to align NEOs' interests directly with AbbVie's annual operating strategies to advance our mission, financial goals, and leadership behaviors. In doing so, it provides a direct link between the NEOs' short-term incentives and the company's and the NEOs' annual performance results through measurable financial and operational performance followed by qualitative assessments of clearly defined strategic progress and leadership behaviors. NEO target incentive amounts are set as a percentage of base salary. Mr. Gonzalez's target is 150% of base salary. For the 2019 performance year, the target for the other NEOs range from 110% to 125% of base salary, based on the positions they held at the time their performance goals were established. The maximum potential payout under the PIP is capped at 200% of target for all participants. Determining actual incentive amounts is a multi-step process. First, an initial performance score is calculated for each NEO based on performance against weighted financial and strategic/leadership goals. This performance score results in a preliminary award amount of up to 100% of target only. Final awards are determined by the compensation committee based on a qualitative assessment of holistic performance. A formal payout matrix based on net revenues and operating margin guides the committee by capping the range of final awards at or below the plan maximum of 200% of target. This process is more fully described below:

  37. Annual Incentive Payout Matrix and Final Committee Decisions

    Annual Incentive Payout Matrix and Final Committee Decisions The annual incentive payout matrix establishes a potential range of final incentive outcomes based on net revenues and operating margin performance. For 2019, actual net revenue performance was 101% compared to target, while actual income before taxes was 104% compared to target. As a result of this performance, the annual incentive payout matrix capped the annual incentives at 175% of target, below the plan maximum of 200% of target.

  38. Annual Incentive Payout Matrix and Final Committee Decisions

    | Annual Incentive Payout Matrix(1) | 2018 Actual | 2019 Target | 2019 Target vs. 2018 Actual | 2019 Actual | 2019 Actual vs. 2019 Target | | Non-GAAP Net Revenues | $32.3BN(2) | $32.8BN | 102% | $33.3BN(2) | 101% | | Non-GAAP Income Before Taxes | $13.3BN(2) | $14.1BN | 106% | $14.7BN(2) | 104% | | | | 2019 Payout Matrix Result | | Capped at 175% of target (below 200% plan maximum) | |

  39. Annual Incentive Payout Matrix and Final Committee Decisions

    (1) Results achieved reflect certain specified items, which are reconciled in Appendix B. (2) Evaluated on a constant currency basis. Final awards are determined by the compensation committee based on a qualitative assessment of holistic performance. While the committee relies heavily on objective, quantitative metrics to determine PIP awards, this qualitative element ensures the review is comprehensive and includes all individual, strategic, and leadership goals for which assessment is not dictated solely by numeric or formulaic applications. Moreover, while each participant has predetermined goals, the committee also considers relative achievements and/or developments in the company, the marketplace, and the global economy that could not have been foreseen when individual goals were established.

  40. Annual Incentive Payout Matrix and Final Committee Decisions

    | | Target Award | Actual Award Paid | Actual Award as a % of Target | | Richard A. Gonzalez | $2,475,000 | $4,335,000 | 175% | | Robert A. Michael | 1,045,000 | 1,800,000 | 172% | | Laura J. Schumacher | 1,421,400 | 2,400,000 | 169% | | Carlos Alban | 1,421,400 | 2,400,000 | 169% | | Michael E. Severino | 1,673,750 | 2,400,000 | 143% |

  41. Long-Term Incentives

    Long-Term Incentives The LTI program design aligns AbbVie's long-term incentive compensation with key operational and financial initiatives, including sustained EPS growth and generation of superior investment returns relative to peers. In 2019, NEOs received annual grant LTI awards with the following characteristics:

  42. Long-Term Incentive Program

    Long-Term Incentive Program

  43. Long-Term Incentive Program

    | Award Type | Metric | Performance Period | | 40% Performance Shares | EPS 3-Year Relative TSR Modifier | 3 Years | | 40% Performance-Vested Restricted Stock | Relative Return on Equity | 3 Years | | 20% Non-Qualified Stock Options | Stock Price Appreciation | 10-year term |

  44. Long-Term Incentive Program

    • Performance Shares (40% of total LTI award)—These awards have the potential to vest at 0% to 250% of target after a three-year performance period and are earned based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends on performance shares accrue during the performance period and are paid at vesting only to the extent that shares are earned. • Performance-Vested Restricted Stock (40% of total LTI award)—These awards have the potential to vest at 0% to 150% of target in one-third increments during a three-year performance period based on AbbVie's return on equity articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. • Non-Qualified Stock Options (20% of total LTI award)—These awards have the potential to vest in one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with the company. The option exercise price is set at or above fair market value on the grant date. To the extent that the options vest, the award expires ten years after the grant date.

  45. Performance Share and Performance-Vested Restricted Stock Performance Targets and Results

    Performance Share and Performance-Vested Restricted Stock Performance Targets and Results Performance targets and results associated with the 2019 annual grant awards of performance shares and performance-vested restricted stock are shown below. Total shareholder return results are in progress; these results and their impact on final payout will be disclosed following the completion of the three-year performance period.

  46. Performance Share and Performance-Vested Restricted Stock Performance Targets and Results

    | Performance Objective | Threshold | Target | Maximum | Result | Impact on Payout | | Adjusted Diluted EPS(1) | $8.65 | $8.70 | $8.85 | $8.94 | 200% | | Relative TSR | Relative TSR is measured over a 3-year performance period and used as a modifier | | | | | | Relative ROE | 50th - 75th percentile | 75th - 90th percentile | >90th percentile | >90th percentile | 150% |

  47. Performance Share and Performance-Vested Restricted Stock Performance Targets and Results

    (1) Diluted earnings per share is adjusted to exclude certain specified items and is a non-GAAP measure, which is reconciled in Appendix B. AbbVie's policy with respect to its annual equity award for all eligible employees, including the NEOs, is to grant the award and set the grant price at the compensation committee's regularly scheduled February meeting each year. These meeting dates generally are the third Thursday of February and are scheduled two years in advance. The grant price is the average of the highest and lowest trading prices of a common share on the date of the grant (rounded up to the next even penny). The grant price for the 2019 annual grant was $79.02. The high, low and closing prices of an AbbVie common share on the grant date (February 21, 2019) were $79.91, $78.10, and $78.75 respectively. All LTI awards are subject to a minimum vesting period of 12 months. AbbVie granted performance shares in 2017 that were subject to a 3-year performance cycle that ended December 31, 2019. The table below describes the performance objectives, outcomes, and shares earned.

  48. Performance Share and Performance-Vested Restricted Stock Performance Targets and Results

    | Performance Objective | Threshold | Target | Maximum | Actual | Performance Modifier | | Relative TSR | 15 pts below index | Equal to index performance | 15 pts above index | 11.2 pts above index | 120% |

  49. Employment Agreements

    Employment Agreements AbbVie does not have employment agreements with any of its NEOs.

  50. Change in Control Agreements

    Change in Control Agreements AbbVie has entered into change in control agreements with its NEOs to aid in retention and recruitment, encourage continued attention and dedication to assigned duties during periods involving a possible change in control of the company, and to protect the earned benefits of the NEOs against potential adverse changes resulting from a change in control. The change in control agreements contain a double-trigger feature, meaning that if the NEO's employment is terminated other than for cause or permanent disability, or if the NEO elects to terminate employment for good reason, within two years following a change in control, he or she is entitled to receive certain pay and benefits as described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control."

  51. Anti-Hedging and Anti-Pledging Policies

    | Summary Compensation Table |

  52. Anti-Hedging and Anti-Pledging Policies

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4)(5) | All Other Compensation ($)(6) | Total ($) | | Richard A. Gonzalez | 2019 | $1,650,000 | $0 | | $8,887,088 | $2,246,253 | $4,335,000 | $3,366,720 | $1,125,537 | $21,610,598 | | Chairman of the Board and | 2018 | 1,650,000 | | 0 | 11,509,090 | 2,760,764 | 3,898,125 | 463,205 | 1,002,403 | 21,283,587 | | Chief Executive Officer | 2017 | 1,638,462 | | 0 | 9,606,360 | 2,559,270 | 4,331,250 | 3,496,704 | 993,197 | 22,625,243 | | Robert A. Michael | 2019 | 906,865 | | 0 | 2,704,766 | 683,643 | 1,800,000 | 2,622,108 | 55,471 | 8,772,853 | | Executive Vice President, | 2018 | 553,654 | | 0 | 724,041 | 173,724 | 950,000 | 679,532 | 37,937 | 3,118,888 | | Chief Financial Officer | | | | | | | | | | | | Laura J. Schumacher | 2019 | 1,176,538 | | 0 | 3,400,155 | 859,429 | 2,400,000 | 6,579,440 | 727,225 | 15,142,787 | | Vice Chairman, External Affairs | 2018 | 1,043,582 | | 0 | 4,134,594 | 991,720 | 1,954,549 | 2,739,969 | 518,745 | 11,383,159 | | and Chief Legal Officer | 2017 | 1,008,526 | | 0 | 7,681,631 | 980,980 | 1,954,549 | 2,957,506 | 396,164 | 14,979,356 | | Carlos Alban | 2019 | 1,176,538 | | 0 | 3,091,161 | 781,305 | 2,400,000 | 6,456,803 | 500,283 | 14,406,090 | | Vice Chairman, Chief Commercial | 2018 | 1,016,526 | | 0 | 4,005,388 | 961,216 | 1,836,219 | 821,930 | 341,800 | 8,983,079 | | Officer | 2017 | 947,469 | | 0 | 3,522,250 | 938,350 | 1,836,219 | 4,832,949 | 257,751 | 12,334,988 | | Michael E. Severino | 2019 | 1,330,000 | | 0 | 3,199,248 | 808,642 | 2,400,000 | 1,525,091 | 245,467 | 9,508,448 | | Vice Chairman and President | 2018 | 1,100,605 | | 0 | 4,176,037 | 1,002,105 | 1,818,200 | 359,057 | 151,355 | 8,607,359 | | | 2017 | 1,004,460 | | 0 | 3,681,906 | 980,980 | 1,955,069 | 653,582 | 119,279 | 8,395,276 |

  53. Required Pay Ratio Disclosure

    Required Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Richard Gonzalez. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Regulation S-K Item 402(u). The ratio of Mr. Gonzalez's annual total compensation for 2019, as reported in the Summary Compensation Table in this proxy statement, to the median employee annual total compensation determined on the same basis was 139:1. For 2019, the annual total compensation of our median employee (other than Mr. Gonzalez) was $155,885. To identify the median employee, we prepared a list of all active AbbVie employees throughout the world as of December 27, 2019. The consistently applied compensation measure used to identify the median employee was annual base pay and target bonus, using hours worked during 2019 for hourly employees and base salary for the remaining employees. This process resulted in a median group consisting of several employees and a representative employee was selected in accordance with SEC guidance, taking into account demographic characteristics that best represent a typical AbbVie employee, including tenure, location, employment status and applicable compensation and benefit programs.

  54. Required Pay Ratio Disclosure

    | 2019 Grants of Plan-Based Awards |

  55. Required Pay Ratio Disclosure

    The following table summarizes the equity awards granted under the AbbVie 2013 Incentive Stock Program to the NEOs during 2019.

  56. Required Pay Ratio Disclosure

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#) | All Other Option Awards: Numbers of Securities Underlying Options (#) | | | | | | | | | | | | | Exercise or Base Price of Option Awards ($/Sh) | | | | | | | | | | | | | | Closing Market Price on Grant Date | | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Target ($) | Maximum ($) | | | | | | | | | R. Gonzalez | 2/21/2019 | | | 58,213(2) | | | | | | $4,287,970(4) | | | 2/21/2019 | | | 58,213(3) | | | | | | 4,599,118(4) | | | 2/21/2019 | | | | 179,127(5) | | $79.02 | | $78.75 | 2,246,253(6) | | R. Michael | 2/21/2019 | | | 17,717(2) | | | | | | 1,305,034(4) | | | 2/21/2019 | | | 17,717(3) | | | | | | 1,399,732(4) | | | 2/21/2019 | | | | 54,517(5) | | 79.02 | | 78.75 | 683,643(6) | | L. Schumacher | 2/21/2019 | | | 22,272(2) | | | | | | 1,640,556(4) | | | 2/21/2019 | | | 22,272(3) | | | | | | 1,759,599(4) | | | 2/21/2019 | | | | 68,535(5) | | 79.02 | | 78.75 | 859,429(6) | | C. Alban | 2/21/2019 | | | 20,248(2) | | | | | | 1,491,468(4) | | | 2/21/2019 | | | 20,248(3) | | | | | | 1,599,693(4) | | | 2/21/2019 | | | | 62,305(5) | | 79.02 | | 78.75 | 781,305(6) | | M. Severino | 2/21/2019 | | | 20,956(2) | | | | | | 1,543,619(4) | | | 2/21/2019 | | | 20,956(3) | | | | | | 1,655,629(4) | | | 2/21/2019 | | | | 64,485(5) | | 79.02 | | 78.75 | 808,642(6) |

  57. Required Pay Ratio Disclosure

    During 2019, each of the NEOs participated in the AbbVie Performance Incentive Plan. The annual cash incentive award earned by the NEO in 2019 under the plan is shown in the Summary Compensation Table in the column captioned "Non-Equity Incentive Plan Compensation." No future pay-outs will be made with respect to the 2019 awards under the plan. The plan is described in greater detail in the section of this proxy statement captioned "Compensation Discussion and Analysis—Compensation Plan Elements—Short-Term Incentives." This is a performance share award that has the potential to vest at 0% to 250% of target during a three-year performance period based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid in cash at vesting only to the extent that shares are earned. In 2019, AbbVie's EPS performance resulted in the banking of the award on February 28, 2020 at 200% of target, with vesting to be determined based on the company's relative TSR performance following the three-year performance period that ends December 31, 2021. The performance metrics are described in the section of this proxy statement captioned "Compensation Discussion and Analysis—Compensation Plan Elements—Long-Term Incentives." (3) This is a performance-vested restricted stock unit award that has the potential to vest at 0% to 150% of target, in one-third increments, during a three-year performance period based on AbbVie's return on equity (ROE) articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid in cash at vesting only to the extent that shares are earned. In 2019, AbbVie's relative ROE performance resulted in the vesting on February 28, 2020 of one-third of the award at 150% of target. The performance metrics are described in the section of this proxy statement captioned "Compensation Discussion and Analysis—Compensation Plan Elements—Long-Term Incentives." (4) The grant date fair value of stock awards is generally determined by multiplying the number of shares or units granted by the average of the high and low market prices of one share of AbbVie common stock on the award grant date. The grant date fair value of performance shares with a TSR market condition is determined using the Monte Carlo simulation model. In the event of a grantee's death or disability, these awards will be deemed earned either based on actual performance through the date of death or disability or at target, depending on the timing of the death or disability, as set forth in the award agreement. Upon a change in control, the treatment of these awards is determined as described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control—Equity Awards." (5) One-third of the shares of common stock covered by these options are exercisable after one year, two-thirds after two years, and all after three years, subject to satisfaction of the service requirements set forth in the award agreements. The options vest in the event of the grantee's death or disability. Upon a change in control, the treatment of these awards is determined as described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control—Equity Awards." Under the AbbVie 2013 Incentive Stock Program, these options have an exercise price equal to the average of the high and low market prices (rounded up to the next even penny) of one share of AbbVie common stock on the date of grant. These options do not contain a replacement option feature. (6) The grant date fair value of option awards is determined as of the option grant date using a Black-Scholes stock option valuation model. The assumptions used to determine the grant date fair value are described in footnote (2) to the Summary Compensation Table.

  58. Required Pay Ratio Disclosure

    | 2019 Outstanding Equity Awards at Fiscal Year End |

  59. Required Pay Ratio Disclosure

    The following table summarizes the outstanding AbbVie equity awards held by the NEOs at year end.

  60. Required Pay Ratio Disclosure

    | | Option Awards(1)(2) | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($) | | | R. Gonzalez | 109,097 | — | $58.8800 | 2/18/2025 | | | 116,442(3) | | 10,309,775 | | | 255,170 | — | 54.8600 | 2/17/2026 | | | 78,683(3) | | 6,966,593 | | | 174,100 | 87,050(3) | 61.3600 | 2/15/2027 | | | 116,426(3) | | 10,308,358 | | | 42,537 | 85,073(3) | 114.3600 | 2/14/2028 | | | — | | — | | | — | 179,127(3) | 79.0200 | 2/20/2029 | | | — | | — | | R. Michael | 10,140 | — | 54.8600 | 2/17/2026 | | | 5,091(3) | | 450,757 | | | 7,613 | 3,807(3) | 61.3600 | 2/15/2027 | | | 4,950(3) | | 438,273 | | | 2,677 | 5,353(3) | 114.3600 | 2/14/2028 | | | 35,434(3) | | 3,137,326 | | | — | 54,517(3) | 79.0200 | 2/20/2029 | | | — | | — | | L. Schumacher | 103,220 | — | 58.8800 | 2/18/2025 | | | 44,628(3) | | 3,951,363 | | | 78,450 | — | 54.8600 | 2/17/2026 | | | 28,266(3) | | 2,502,672 | | | 66,733 | 33,367(3) | 61.3600 | 2/15/2027 | | | 44,544(3) | | 3,943,926 | | | 15,280 | 30,560(3) | 114.3600 | 2/14/2028 | | | — | | — | | | — | 68,535(3) | 79.0200 | 2/20/2029 | | | — | | — | | C. Alban | 115,830 | — | 35.8800 | 2/13/2023 | | | 42,694(3) | | 3,780,127 | | | 81,500 | — | 51.4200 | 2/19/2024 | | | 27,383(3) | | 2,424,491 | | | 101,960 | — | 58.8800 | 2/18/2025 | | | 40,496(3) | | 3,585,516 | | | 79,870 | — | 54.8600 | 2/17/2026 | | | — | | — | | | 63,833 | 31,917(3) | 61.3600 | 2/15/2027 | | | — | | — | | | 14,810 | 29,620(3) | 114.3600 | 2/14/2028 | | | — | | — | | | — | 62,305(3) | 79.0200 | 2/20/2029 | | | — | | — | | M. Severino | 74,309 | — | 54.4400 | 6/1/2024 | | | 44,628(3) | | 3,951,363 | | | 104,480 | — | 58.8800 | 2/18/2025 | | | 28,550(3) | | 2,527,817 | | | 91,990 | — | 54.8600 | 2/17/2026 | | | 41,912(3) | | 3,710,888 | | | 66,733 | 33,367(3) | 61.3600 | 2/15/2027 | | | — | | — | | | 15,440 | 30,880(3) | 114.3600 | 2/14/2028 | | | — | | — | | | — | 64,485(3) | 79.0200 | 2/20/2029 | | | — | | — |

  61. Required Pay Ratio Disclosure

    Four of AbbVie's NEOs were employed by Abbott Laboratories (Abbott) prior to AbbVie's separation from Abbott on January 1, 2013 (the "Separation"). When AbbVie separated from Abbott, outstanding Abbott equity awards generally converted into adjusted awards based on Abbott common shares and AbbVie common stock (except to the extent prohibited by local law or with respect to certain awards described below). Such awards are subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Abbott awards immediately before the Separation. Each Abbott stock option was converted into an adjusted Abbott stock option and an AbbVie stock option, with adjustments to the stock option exercise prices that were intended to preserve the value of the original Abbott award as measured immediately before and immediately after the Separation. Each such adjusted Abbott stock option and AbbVie stock option is subject to substantially the same terms, vesting conditions, post-termination exercise rules and other restrictions that applied to the original Abbott stock option immediately before the Separation. As a result of the Separation, one NEO held the following Abbott equity awards as of December 31, 2019: • C. Alban: Vested options to purchase 16,033 Abbott common shares with an exercise price of $27.03 per share. (2) Except as noted, the stock options are fully vested. The vesting dates of AbbVie unexercisable stock options and unvested performance share and restricted stock/unit awards outstanding at December 31, 2019 are as follows:

  62. Required Pay Ratio Disclosure

    | | Option Awards | | | | Stock or Unit Awards | | | | | Name | Number of Unexercised Shares Remaining from Original Grant | Number of Option Shares Vesting— Date Vested 2020 | Number of Option Shares Vesting— Date Vested 2021 | Number of Option Shares Vesting— Date Vested 2022 | Number of Shares of Restricted Stock or Units | Number of Shares of Restricted Stock or Units Vesting— Date Vested 2020 | Number of Shares of Restricted Stock or Units Vesting— Date Vested 2021 | Number of Shares of Restricted Stock or Units Vesting— Date Vested 2022 | | R. Gonzalez | 87,050 | 87,050—2/16 | | | 90,369 | (a) | | | | | 85,073 | 42,536—2/15 | 42,537—2/15 | | 26,073 | (b) | | | | | 179,127 | 59,709—2/21 | 59,709—2/21 | 59,709—2/21 | 47,210 | (c) | | | | | | | | | 31,473 | (d) | | | | | | | | | 58,213 | (e) | | | | | | | | | 58,213 | (f) | | | | R. Michael | 3,807 | 3,807—2/16 | | | 3,951 | (a) | | | | | 5,353 | 2,676—2/15 | 2,677—2/15 | | 1,140 | (b) | | | | | 54,517 | 18,173—2/21 | 18,172—2/21 | 18,172—2/21 | 2,970 | (c) | | | | | | | | | 1,980 | (d) | | | | | | | | | 17,717 | (e) | | | | | | | | | 17,717 | (f) | | | | L. Schumacher | 33,367 | 33,367—2/16 | | | 34,635 | (a) | | | | | 30,560 | 15,280—2/15 | 15,280—2/15 | | 9,993 | (b) | | | | | 68,535 | 22,845—2/21 | 22,845—2/21 | 22,845—2/21 | 16,960 | (c) | | | | | | | | | 11,306 | (d) | | | | | | | | | 22,272 | (e) | | | | | | | | | 22,272 | (f) | | | | C. Alban | 31,917 | 31,917—2/16 | | | 33,134 | (a) | | | | | 29,620 | 14,810—2/15 | 14,810—2/15 | | 9,560 | (b) | | | | | 62,305 | 20,769—2/21 | 20,768—2/21 | 20,768—2/21 | 16,430 | (c) | | | | | | | | | 10,953 | (d) | | | | | | | | | 20,248 | (e) | | | | | | | | | 20,248 | (f) | | | | M. Severino | 33,367 | 33,367—2/16 | | | 34,635 | (a) | | | | | 30,880 | 15,440—2/15 | 15,440—2/15 | | 9,993 | (b) | | | | | 64,485 | 21,495—2/21 | 21,495—2/21 | 21,495—2/21 | 17,130 | (c) | | | | | | | | | 11,420 | (d) | | | | | | | | | 20,956 | (e) | | | | | | | | | 20,956 | (f) | | |

  63. Required Pay Ratio Disclosure

    (a) These are performance shares that remained outstanding and unvested on December 31, 2019 from an award made on February 16, 2017. The award has the potential to vest at 0% to 250% of target during a 3-year performance period based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2017, in connection with the phase-in of the redesigned long-term incentive program, AbbVie's EPS performance resulted in the vesting on February 28, 2018 of one-third of the award at 173.3% of target, and the remainder of the award was banked for vesting to be determined based on the company's relative TSR performance during the 3-year performance period that ends December 31, 2019. In aggregate, this award vested at 196.4% of target (out of a maximum of 250% of target) based on the application of all performance adjustments. (b) These are performance-vested restricted stock units that remained outstanding and unvested on December 31, 2019, from an award made on February 16, 2017. The award has the potential to vest at 0% to 150% of target, in one-third increments, during a 3-year performance period based on AbbVie's return on equity (ROE) articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2019, AbbVie's relative ROE performance resulted in the vesting on February 28, 2020 of one-third of the award at 150% of target. (c) These are performance shares that remained outstanding and unvested on December 31, 2019 from an award made on February 15, 2018. The award has the potential to vest at 0% to 250% of target during a 3-year performance period based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2018, AbbVie's EPS performance resulted in the banking of the award at 200% of target, with vesting to be determined based on the company's relative TSR performance during the 3-year performance period that ends December 31, 2020. (d) These are performance-vested restricted stock units that remained outstanding and unvested on December 31, 2019, from an award made on February 15, 2018. The award has the potential to vest at 0% to 150% of target, in one-third increments, during a 3-year performance period based on AbbVie's return on equity (ROE) articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2019, AbbVie's relative ROE performance resulted in the vesting on February 28, 2020 of one-third of the award at 150% of target. (e) These are performance shares that remained outstanding and unvested on December 31, 2019 from an award made on February 21, 2019. The award has the potential to vest at 0% to 250% of target during a 3-year performance period based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2019, AbbVie's EPS performance resulted in the banking of the award at 200% of target, with vesting to be determined based on the company's relative TSR performance during the 3-year performance period that ends December 31, 2021. (f) These are performance-vested restricted stock units that remained outstanding and unvested on December 31, 2019, from an award made on February 21, 2019. The award has the potential to vest at 0% to 150% of target, in one-third increments, during a 3-year performance period based on AbbVie's return on equity (ROE) articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2019, AbbVie's relative ROE performance resulted in the vesting on February 28, 2020 of one-third of the award at 150% of target.

  64. Required Pay Ratio Disclosure

    | 2019 Option Exercises and Stock Vested |

  65. Required Pay Ratio Disclosure

    The following table summarizes for each NEO the number of shares acquired on the exercise of AbbVie stock options and the number of shares acquired on the vesting of AbbVie stock awards in 2019:

  66. Required Pay Ratio Disclosure

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired On Vesting (#) | Value Realized On Vesting ($) | | R. Gonzalez | — | $— | 164,609 | $13,071,601 | | R. Michael | — | — | 7,243 | 575,167 | | L. Schumacher | — | — | 54,791 | 4,350,953 | | C. Alban | — | — | 54,450 | 4,323,875 | | M. Severino | — | — | 60,286 | 4,787,311 |

  67. Pension Benefits

    Pension Benefits During 2019, the NEOs participated in two AbbVie-sponsored defined benefit pension plans: the AbbVie Pension Plan, a tax-qualified pension plan; and the AbbVie Supplemental Pension Plan, a non-qualified supplemental pension plan. The Supplemental Pension Plan also includes a benefit feature AbbVie uses to attract senior executives who are mid-career hires, which provides an additional benefit to such participants that is less valuable to participants who have spent most of their career at the company. Except as provided in AbbVie's change in control agreements, AbbVie does not have a policy granting extra years of credited service under the plans. The change in control agreements are described in the section of this proxy statement captioned "Potential Payments upon Termination or Change in Control." The compensation considered in determining the pensions payable to the NEOs is the compensation shown in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table.

  68. Pension Plan

    Pension Plan The Pension Plan is a broad-based plan that covers most AbbVie employees in the United States, age 21 or older, and provides participants with a life annuity benefit at normal retirement equal to A plus the greater of B or C below. A. 1.10% of 5-year final average earnings multiplied by years of benefit service after 2003. B. 1.65% of 5-year final average earnings multiplied by years of benefit service prior to 2004 (up to 20); plus 1.50% of 5-year final average earnings multiplied by years of benefit service prior to 2004 in excess of 20 (but no more than 15 additional years); less 0.50% of the lesser of 3-year final average earnings (but not more than the social security wage base in any year) or the social security covered compensation level multiplied by years of benefit service. C. 1.10% of 5-year final average earnings multiplied by years of benefit service prior to 2004. The benefit for service prior to 2004 (B or C above) is reduced for the cost of preretirement surviving spouse benefit protection. The reduction is calculated using formulas based on age and employment status during the period in which coverage was in effect. Final average earnings are the average of the employee's 60 highest-paid consecutive calendar months of compensation (salary and non-equity incentive plan compensation). The Pension Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service. Participants become fully vested in their pension benefit upon the completion of five years of service. The benefit is payable on an unreduced basis at age 65. Employees hired after 2003 who terminate employment prior to age 55 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. Employees hired before 2004 who terminate employment prior to age 50 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 50. Employees hired before 2004 who terminate employment prior to age 50 with fewer than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. The Pension Plan offers several optional forms of payment, including certain and life annuities, joint and survivor annuities, and level income annuities. The benefit paid under any of these options is actuarially equivalent to the life annuity benefit produced by the formula described above. Employees who retire from AbbVie prior to their normal retirement age may receive subsidized early retirement benefits. Employees hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Employees hired before 2004 are eligible for early retirement at age 50 with 10 years of service or age 55 if the employee's age plus years of benefit service total 70 or more. Mr. Gonzalez, Ms. Schumacher and Mr. Alban are eligible for early retirement benefits under the plan. The subsidized early retirement reductions applied to the benefit payable for service after 2003 (A above) depend upon the participant's age at retirement. If the participant retires after reaching age 55, the benefit is reduced 5 percent per year for each year that payments are made before age 62. If the participant retires after reaching age 50 but prior to reaching age 55, the benefit is actuarially reduced from age 65. The early retirement reductions applied to the benefit payable for service prior to 2004 (B and C above) depend upon age and service at retirement: • In general, the 5-year final average earnings portions of the benefit are reduced 3 percent per year for each year that payments are made before age 62 and the 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. • Employees who participated in the plan before age 36 may elect "Special Retirement" on the last day of any month after reaching age 55 with age plus Seniority Service points of at least 94 or "Early Special Retirement" on the last day of any month after reaching age 55, provided their age plus Seniority Service points would reach at least 94 before age 65. Seniority Service includes periods of employment prior to attaining the minimum age required to participate in the plan. If Special Retirement or Early Special Retirement applies, Seniority Service is used in place of benefit service in the formulas. The 5-year final average earnings portions of the benefit in B above are reduced 1(2)/3 percent for each year between ages 59 and 62 plus 2(1)/2 percent for each year between ages 55 and 59. The 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. Benefit C is payable on an unreduced basis at Special Retirement and is reduced 3 percent per year for each year that payments are made before age 62, if Early Special Retirement applies.

  69. Supplemental Pension Plan

    Supplemental Pension Plan The provisions of the Supplemental Pension Plan (which covers AbbVie employees in the United States whose compensation exceeds certain limits under the Internal Revenue Code) are substantially the same as those of the Pension Plan, with the following exceptions: • Participants' 5-year final average earnings are calculated using the average of the 5 highest years of base earnings and the 5 highest years of payments under AbbVie's non-equity incentive plans. • The Pension Plan does not include amounts deferred or payments received under the AbbVie Deferred Compensation Plan in its calculation of a participant's final average earnings. To preserve the pension benefits of Deferred Compensation Plan participants, the Supplemental Pension Plan includes amounts deferred by a participant under the Deferred Compensation Plan in its calculation of final average earnings. • In addition to the benefits outlined above for the Pension Plan, the NEOs are eligible for an additional Supplemental Pension Plan benefit equal to 0.6% of 5-year final average earnings for each year of service for each of the first 20 years of service occurring after the participant attains age 35. The benefit is further limited by the maximum percentage allowed under the Pension Plan under that plan's benefit formulas (A, B and C above). The portion of this additional benefit attributable to service before 2004 is reduced 3 percent per year for each year that payments are made before age 60. The portion attributable to service after 2003 is reduced 5 percent per year for each year that payments are made before age 60 if the participant is at least age 55 at early retirement. If the participant is under age 55 at retirement, the portion attributable to service after 2003 is actuarially reduced from age 65. • The Supplemental Pension Plan provides early retirement benefits similar to those provided under the Pension Plan. The benefits provided to NEOs under the Supplemental Pension Plan are not, however, reduced for the period between age 60 and age 62, unless the benefit is being actuarially reduced from age 65. Mr. Gonzalez, Ms. Schumacher and Mr. Alban are eligible for early retirement benefits under the plan. • Vested benefits accrued under the Supplemental Pension Plan may be funded through a grantor trust established by an eligible NEO. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, an eligible NEO who became an officer prior to 2009 may have the entire amount of his or her vested plan benefits funded through a grantor trust. An eligible NEO who became an officer after 2008 may have only the vested benefits that accrue following the calendar year in which he or she is first elected as an officer funded through a grantor trust. Benefits payable under the Supplemental Pension Plan are offset by the benefits payable from the Pension Plan, calculated as if benefits under the plans commenced at the same time. The amounts paid to an eligible NEO's Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in AbbVie paying the eligible NEO's Supplemental Pension Plan benefits to the extent assets held in his or her trust are insufficient.

  70. Pension Benefits Table

    Pension Benefits Table

  71. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | R. Gonzalez | AbbVie Pension Plan | 35 | $272,676 | $0 | | | AbbVie Supplemental Pension Plan | 35 | 19,534,981 | 1,011,773(2) | | R. Michael | AbbVie Pension Plan | 27 | 739,546 | 0 | | | AbbVie Supplemental Pension Plan | 27 | 4,054,032 | 0 | | L. Schumacher | AbbVie Pension Plan | 29 | 1,275,472 | 0 | | | AbbVie Supplemental Pension Plan | 29 | 17,995,769 | 2,343,649(2) | | C. Alban | AbbVie Pension Plan | 33 | 1,443,090 | 0 | | | AbbVie Supplemental Pension Plan | 33 | 17,432,216 | 1,307,772(2) | | M. Severino | AbbVie Pension Plan | 6 | 164,288 | 0 | | | AbbVie Supplemental Pension Plan | 6 | 2,546,877 | 0 |

  72. Pension Benefits Table

    AbbVie calculated these present values using: (i) a discount rate of 3.56% for the Pension Plan and a discount rate of 3.51% for the Supplemental Pension Plan, the same discount rates it uses for Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 715 calculations for financial reporting purposes; and (ii) each plan's unreduced retirement age, which is age 62 under the AbbVie Pension Plan and age 60 under the AbbVie Supplemental Pension Plan for those participants who are eligible for early retirement benefits and age 65 under both plans for other participants. The present values shown in the table reflect postretirement mortality, based on the FASB ASC Topic 715 assumption (the RP2006 Healthy Annuitant table projected fully generationally with MP2019 mortality improvement scale), but do not include a factor for preretirement termination, mortality, or disability. During 2019, the amounts shown, less applicable tax withholdings, were distributed and deposited into the individual grantor trusts established by the eligible NEOs and included in the NEOs' income, as applicable. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, vested Supplemental Pension Plan benefits, to the extent not previously funded, are distributed to the eligible participants' individual grantor trusts and included in their income. Amounts held in an eligible NEO's individual trust are expected to offset AbbVie's obligations to him or her under the plan. Grantor trusts are described in greater detail in the section of this proxy statement captioned "Compensation Plan Elements—Benefits—Retirement Benefits."

  73. Pension Benefits Table

    | Non-Qualified Deferred Compensation |

  74. Pension Benefits Table

    The following table summarizes Ms. Schumacher's non-qualified deferred compensation under the AbbVie Deferred Compensation Plan. No additional contributions have been made to her account under the plan since such time as Ms. Schumacher became an officer and ceased to be eligible to contribute to the plan. None of the other NEOs has any non-qualified deferred compensation under the plan.

  75. Pension Benefits Table

    | Name | Plan Name(1)(2) | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($)(4) | Aggregate balance at last FYE ($) | | L. Schumacher | Deferred Compensation Plan | 0 | 0 | 39,164.83 | (512,982.79) | 0 |

  76. Pension Benefits Table

    Ms. Schumacher's contributions to the Deferred Compensation Plan ceased in 2002. The plan permits participants to defer up to 75% of their base salary and up to 75% of their annual cash incentives and credits a participant's account with an amount equal to the employer matching contributions that otherwise would have been made for the participant under AbbVie's tax-qualified defined contribution plan. Participants may direct the investment of their deferral accounts into one or more of several funds chosen by the administrator, and the deferral account is credited with investment returns based on the performance of the fund(s) selected. During 2019, the weighted average rate of return credited to the account was 8.3% for Ms. Schumacher. The plan provides for cash distributions in either a lump sum or installments after separation from service and permits in-service withdrawals in accordance with specific procedures. Participants make distribution elections each year that apply to the deferrals to be made in the following calendar year, in accordance with the requirements of Internal Revenue Code Section 409A. Participants may request withdrawals due to financial hardship; if a hardship withdrawal is approved, it is limited to the amount needed to address the hardship. (3) The amounts reported in this column are not included in the Summary Compensation Table of this proxy statement. (4) The amounts reported in this column have not been previously reported as compensation in AbbVie's Summary Compensation Tables because they relate to contributions made before the applicable individual became an NEO.

  77. Pension Benefits Table

    | Potential Payments upon Termination or Change in Control |

  78. Potential Payments upon Termination—Generally

    Potential Payments upon Termination—Generally AbbVie does not have employment agreements with its NEOs. The following summarizes the payments that the NEOs would have received if their employment had terminated on December 31, 2019. Earnings would have continued to be paid for the NEO's Performance Incentive Plan and Supplemental Savings Plan grantor trusts, as applicable, until the trust assets were fully distributed. The amount of these payments would depend on the trust earnings and fees and the period over which the trust assets were distributed. Based on current earnings rates, if the trust assets were distributed over a 10-year period, the NEOs would receive the following average annual earnings payments over such 10-year period: Mr. Gonzalez, $955,769; Ms. Schumacher, $1,319,422; Mr. Alban, $941,835; and Dr. Severino, $453,052. In addition, the following one-time deposits would have been made under the AbbVie Supplemental Pension Plan for each of the following NEOs, respectively: Mr. Gonzalez, $0; Ms. Schumacher, $1,978,945; Mr. Alban, $2,012,782 and Dr. Severino, $1,016,149. As of December 31, 2019, Mr. Gonzalez, Ms. Schumacher and Mr. Alban were eligible to retire, and therefore were eligible to receive the pension benefits previously described. If the termination of employment had been due to disability, then the respective NEO also would have received, in addition to AbbVie's standard disability benefits, a monthly long-term disability benefit in the following amount: Mr. Gonzalez: $216,750; Mr. Michael, $90,000; Ms. Schumacher: $120,000; Mr. Alban: $120,000; and Dr. Severino: $120,000. This long-term disability benefit would continue for up to 24 months following termination of employment. It ends if the NEO retires, recovers, dies or ceases to meet eligibility criteria. If the NEO's employment had terminated due to death or disability, his or her unvested stock options, restricted stock or unit awards and performance shares would have vested on December 31, 2019 with values as set forth below in the subsection of this proxy statement captioned "Equity Awards."

  79. Potential Payments upon Change in Control

    Potential Payments upon Change in Control AbbVie has entered into change in control agreements with its NEOs. Each change in control agreement continues in effect until December 31, 2020, and can be renewed for successive two-year terms upon notice prior to the expiration date. If notice of non-renewal is given, the agreement will expire on the later of the scheduled expiration date and the one-year anniversary of the date of such notice. If no notice is given, the agreement will expire on the one-year anniversary of the scheduled expiration date. Each agreement also automatically extends for two years following any change in control (see below) that occurs while the agreement is in effect. The agreements provide that if the employee is terminated other than for cause or permanent disability or if the employee elects to terminate employment for good reason (see below) within two years following a change in control, he or she is entitled to receive a lump sum payment equal to three times his or her annual salary and annual incentive ("bonus") award (assuming for this purpose that all target performance goals have been achieved or, if higher, based on the average bonus for the last three years), plus any unpaid bonus owing for any completed performance period and the pro rata bonus for any current bonus period (based on the highest of the bonus assuming achievement of target performance, the average bonus for the past three years or, in the case of the unpaid bonus for any completed performance period, the actual bonus earned). If the employee is terminated other than for cause or permanent disability or if the employee elects to terminate employment for good reason during a potential change in control (see below), he or she is entitled to receive a lump sum payment of the annual salary and bonus payments described above, except that the amount of the bonus to which the employee is entitled will be based on the actual achievement of the applicable performance goals. If the potential change in control becomes a "change in control event" (within the meaning of Internal Revenue Code Section 409A), the employee will be entitled to receive the difference between the bonus amounts the officer received upon termination during the potential change in control and the bonus amounts that would have been received had such amounts instead been based on the higher of the employee's target bonus or the average bonus paid to the employee in the preceding three years. Bonus payments include payments made under the Performance Incentive Plan. The employee also will receive up to two years of additional employee benefits (including welfare benefits, outplacement services and tax and financial counseling) and the value of three more years of pension accruals. If change in control-related payments and benefits become subject to the excise tax imposed under Internal Revenue Code Section 4999, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the employee in a better after-tax position than if the payments were not reduced and the tax applied. The agreements also limit the conduct for which awards under AbbVie's incentive stock programs can be terminated and generally permit options to remain exercisable for the remainder of their term. For purposes of the agreements, the term "change in control" includes the following events: any person becoming the beneficial owner of AbbVie securities representing 20 percent or more of the outstanding voting power (not including an acquisition directly from AbbVie and its affiliates); a change in the majority of the members of the board of directors whose appointment was approved by a vote of at least two-thirds of the incumbent directors; and the consummation of certain mergers or similar corporate transactions involving AbbVie. A "potential change in control" under the agreements includes, among other things, AbbVie's entry into an agreement that would result in a change in control. Finally, the term "good reason" includes: a significant adverse change in the employee's position, duties, or authority; the company's failure to pay the employee's compensation or a reduction in the employee's base pay or benefits; or the relocation of the company's principal executive offices to a location that is more than 35 miles from the location of the offices at the time of the change in control. If a change in control had occurred on December 31, 2019, immediately followed by one of the covered circumstances described above, Mr. Gonzalez, Mr. Michael, Ms. Schumacher, Mr. Alban, and Dr. Severino would have been entitled to receive the following payments and benefits under the change in control agreements: • Mr. Gonzalez: cash termination payments—$16,779,375; additional Supplemental Pension Plan benefits—$1,897,901; welfare and fringe benefits—$80,262. • Mr. Michael: cash termination payments—$5,713,250; additional Supplemental Pension Plan benefits—$1,410,259; welfare and fringe benefits—$82,442. • Ms. Schumacher: cash termination payments—$9,064,663; additional Supplemental Pension Plan benefits—$4,363,498; welfare and fringe benefits—$67,381. • Mr. Alban: cash termination payments—$8,712,033; additional Supplemental Pension Plan benefits—$4,904,865; welfare and fringe benefits—$62,474. • Dr. Severino: cash termination payments—$9,359,300; additional Supplemental Pension Plan benefits—$993,543; welfare and fringe benefits—$83,633.