DEF 14A of AbbVie Inc.
Filed Mar 23, 2026 · FY20250001104659-26-033387
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Total stockholder return (TSR) AbbVie has a track record of robust total stockholder returns, with strong performance relative to peers. Over the last decade, AbbVie’s TSR surpasses the cumulative total returns of the Standard & Poor’s 500 Index and the NYSE Arca Pharmaceutical Index, as shown in the chart below.
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| 1-Year | 3-Year | 5-Year | 10-Year | | +33% | +58% | +159% | +485% |
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| AbbVie’s Relative TSR Performance | | | Versus Peer Group (Multi-Year) | Versus Select Indices (10-Year) | | 2025 | | | 6th place out of 10 | | | 3 Years | | | 4th place out of 10 | | | 5 Years | | | 2nd place out of 10 | | | 10 Years | | | 2nd place out of 10 | |
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AbbVie’s peer group above includes: Amgen, Inc; Bristol-Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc; Johnson & Johnson; Merck & Company, Inc; Novartis AG; and Pfizer Inc. TSR measured as of 12/31/25. Our Governance Highlights Our Board of Directors is committed to strong corporate governance tailored to meet the needs of AbbVie and its stockholders to enhance long-term stockholder value. Each year, AbbVie completes a robust investor engagement program with governance investment teams. Our engagements in 2025 included discussions on (1) the Board’s composition, including recent refreshment and balance of tenure and skills on the Board, (2) AbbVie’s CEO and Chairman transition, (3) the Board’s leadership structure, including a robust lead independent director role with expansive responsibilities, (4) AbbVie’s executive compensation programs, and (5) AbbVie’s environmental, social, and governance (ESG) strategy and initiatives. AbbVie also engages each year with each of its stockholders who submit proposals for the annual meeting. Each year, the Board reviews feedback from our investor engagements and discusses opportunities to improve AbbVie’s governance practices. The following chart summarizes some of the governance practices that the Board has adopted over the past several years as a result of dialogue with our stockholders:
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| Topic: | Actions taken by our Board: | | Stockholder Voting Rights | approved a management proposal to eliminate supermajority voting (Item 4) to seek stockholder approval to amend the company’s Amended and Restated Certificate of Incorporation to provide for a simple majority of shares outstanding for all provisions previously subject to a supermajority provision and previously submitted the same proposal from 2018 to 2025 as well as a declassification management proposal from 2016 to 2018 | | CEO and Chairman Transition | appointed Robert Michael as AbbVie’s CEO in July 2024 and as the Board’s Chairman in July 2025, succeeding Richard Gonzalez provided disclosure on the CEO and Board succession planning processes in the 2024 and 2025 proxy statements and this proxy statement | | Board Refreshment | appointed Roxanne Austin as the new Lead Independent Director in 2024, AbbVie’s first new Lead Independent Director since its inception in 2013 added four new directors between 2023 and 2025, including three independent directors appointed all new committee chairs in 2024 amended our governance guidelines in 2023 to add specific limits on the number of other directorships a director may hold | | Board Skills Disclosures | updated our director biographies in 2023 to include additional skills of interest to our stockholders, such as cybersecurity experience shared our Board skills matrix beginning in 2016 and updated the matrix with additional skills in 2024 | | ESG Disclosures | became a participating member in the UN Global Compact in 2024 increased our disclosures on Board risk oversight in 2023 enhanced our website disclosures on political contributions and lobbying in 2022-2024 issued a TCFD aligned report, starting in 2022 and SASB aligned reporting in our ESG Action Report, starting in 2021 |
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| Additional highlights of our governance practices include: | | | | Director independence ✓ Twelve of AbbVie’s thirteen directors are independent and regularly meet in executive session ✓ Since our inception, we have had a Lead Independent Director with robust responsibilities ✓ All members of our audit, compensation, nominations and governance, and public policy and sustainability committees are independent | Stockholder rights ✓ Adopted a proxy access By-Law provision for 3%/3 years ✓ We do not have a stockholder rights plan or “poison pill” ✓ Our directors are elected by a majority vote of our stockholders for uncontested elections, and we have a resignation policy if the director fails to receive a majority of the votes cast | Board and executive accountability ✓ Annual executive succession planning ✓ Minimum stock ownership guidelines are in place for the CEO and other NEOs ✓ We have a related person transaction policy to ensure appropriate oversight ✓ We hold an annual say-on-pay advisory vote on executive compensation | | Board composition and effectiveness ✓ Our governance guidelines restrict the number of boards our directors may serve on to prevent overboarding ✓ Annual board and committee self-assessments and regular board succession planning, including an assessment of current director skillset, upcoming potential retirements, and optimal board size ✓ As part of its comprehensive assessment of potential director nominees, the board considers how a specific nominee would contribute to the board’s overall diversity | Clawback and anti-hedging and anti-pledging policies ✓ Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the AbbVie Code of Business Conduct ✓ Directors and executive officers are prohibited from buying or selling any financial instruments designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold ✓ Directors and executive officers are prohibited from pledging AbbVie stock as collateral for a loan | Other ESG practices ✓ ESG goals are incorporated into our executive compensation programs for all executives ✓ We are guided by strong ethics programs and supplier guidelines ✓ We disclose our corporate political contributions, our trade association memberships, and oversight process on our website and expanded these disclosures in 2022, 2023, and 2024 |
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Our Approach to ESG As a research-driven global biopharmaceutical company, we apply the same high standards and rigor to the medicines and solutions we pursue, to how we operate our business. We recognize that our company and our industry have a unique opportunity to make a real difference in people’s lives—not just the breakthroughs we deliver, but also the responsible paths we take to achieve them. We advance environmental, social, and governance (ESG) initiatives that contribute to the sustainable growth of our company so that we can create positive impact for generations to come. Our approach to ESG is focused on elevating and transforming standards of care to make a remarkable impact in patients’ lives, developing our people to continually enhance our strong culture and taking steps to sustain AbbVie’s long-term growth, including managing our environmental impact.
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| Our ESG Governance |
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AbbVie’s Board of Directors, Board committees and executive leadership team review and advise on ESG topics to advance AbbVie’s business sustainability and impact on society. To further the strategic and enterprise-aligned delivery of AbbVie’s ESG strategy, we maintain an ESG Council, chaired by our Senior Vice President, Corporate Affairs, and composed of senior-level leaders from across the company. The ESG Council’s purpose is to champion business sustainability and mitigate business risks by monitoring, reviewing and recommending actions to the ESG Council Chair, members of the executive leadership team, and AbbVie’s Chairman of the Board and Chief Executive Officer. The ESG Council Chair may also present certain recommendations of the ESG Council from time to time to the Board as appropriate.
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| Our Priority Topics |
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Our priority ESG topics have been determined by a Double Materiality Assessment, evaluating both the financial impact of sustainability issues on our company and our impact on society and the environment. AbbVie’s Double Materiality Assessment was completed in 2024 and identified seven ESG topics:
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| ● | Product Innovation |
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| ● | Patient Access and Affordability |
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| ● | Product Quality & Safety |
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| ● | Privacy and Cybersecurity |
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| ● | Business Conduct |
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| ● | Our People and Culture |
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| ● | Climate Change |
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| 2025 Highlights |
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| ● | Of the 91% of employees who responded to our 2025 AbbVie Employee Engagement Survey, 84% indicated they feel engaged in their work at AbbVie. |
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| ● | In support of AbbVie's global target to reduce absolute scope 1 and 2 (market-based) GHG emissions by 42.0% by 2030, we have achieved a 32.4% reduction as of 2024. 2025 results for the target will be shared in the upcoming 2025 ESG Action Report. |
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| ● | Over 210,000 U.S. patients were provided medicine at no cost through our patient assistance program in 2025. |
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| ● | Nearly 14,000 AbbVie employees across 58 countries and territories contributed more than 44,000 volunteer hours during AbbVie Foundation’s annual Week of Possibilities program. |
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| ESG Disclosures |
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AbbVie primarily discloses information related to its ESG efforts and strategies in its annual ESG Action Report. Published in May 2025, the 2024 ESG Action Report includes detailed commentary about our approach, actions and commitments across key areas of our business; a Disclosure Supplement document containing AbbVie’s Sustainability Accounting Standards Board (SASB), Task Force on Climate-related Financial Disclosures (TCFD) and United Nations Sustainable Development Goals (SDGs) indices, our key performance indicator (KPI) data and our assurance statement; and ESG-related recognitions of our efforts. The full 2024 ESG Action Report can be found at https://www.abbvie.com/content/dam/abbvie-com2/pdfs/abbvie-esg-action-report.pdf. The 2025 ESG Action Report will be published on www.AbbVie.com no later than mid-year 2026. Executive Compensation Highlights
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| The compensation committee has designed and implemented an executive compensation program in which a substantial majority of named executive officer (NEO) compensation at AbbVie is performance-based. |
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The goals of our compensation program are to:
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| 1 | Align executive interests with the drivers of stockholder returns and profitable growth | 2 | Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives | 3 | Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value |
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When determining NEO compensation, the committee first considers the median of the competitive marketplace (as derived primarily from the Health Care Peer Group approved by the committee) as an initial benchmark for assessing compensation. The committee then takes into account the company’s overall performance against the financial, operating and strategic objectives that were established at the start of the performance period. Finally, specific pay determinations are made for each NEO based on individual performance against goals and contributions to the short- and long-term performance of the company. Key components and design of our executive compensation program: Three primary components make up AbbVie’s executive pay program: base salary, short-term incentives, and long-term incentives. The structure of each component is tailored to serve a specific function and purpose. The following is a summary of the key components of our compensation program.
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| Element | Type | Primary Objective | Key Characteristics | | Base Salary | Fixed | Attract & retain top talent | Individual salaries are established relative to market median based on each NEO’s individual performance, skills, experience, and internal equity, as well as the company’s annual operating budget | | Short-Term Incentives | At-Risk | Encourage achievement of company’s primary business goals | Plan utilizes non-GAAP financial goals as well as an assessment of individual performance against strategic objectives: — Platform revenue — Income before taxes — Operating margin — Return on assets — Strategic and leadership goals | | Long-Term Incentives | At-Risk | Align NEO interests with stockholders | Long-term incentive annual awards are granted in the form of: — Performance shares and performance-vested restricted stock units (80% of NEO’s LTI award) — Non-qualified stock options (20% of NEO’s LTI award) |
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INFORMATION CONCERNING DIRECTOR NOMINEES
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| What am I voting on and how should I vote? | You are being asked to elect four Class II directors at the Annual Meeting. The Board of Directors recommends you vote “FOR” each of the nominees set forth below. |
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The Board of Directors consists of three classes currently comprised of four directors in Class I, five 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 2029 annual meeting of stockholders and until their successors are elected and qualified or until their earlier death or resignation. All of the nominees are currently serving as directors. Dr. Robert J. Alpern, a current Class II director, recently turned 75. Consistent with AbbVie’s governance guidelines, Dr. Alpern will not stand for re-election as a director as of the 2026 annual stockholder meeting and the board size will be reduced to twelve directors. 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 2025 Annual Report on Form 10-K. Nominees (Class II)
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| | 2013 72 : Nominations & Governance and Public Policy and Sustainability Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine | | | Jennifer L. Davis Director Since: 2023 Age: 54 Committees: Nominations & Governance Primary Occupation: Chief Executive Officer, Health Care, Procter & Gamble | | Business Experience: Ms. Davis currently serves as Chief Executive Officer, Health Care at Procter & Gamble (P&G), a position she has held since 2022. Ms. Davis previously served at P&G as President, Feminine Care (2019 - 2022), President, Global Feminine Care (2018 - 2019), and Vice President - Feminine Care, North America and Brand Franchise Leader, Tampax (2016 - 2018), in addition to various commercial roles with increasing responsibility in her 30+ year career at P&G. Ms. Davis plans to retire from P&G in June 2026. | | | Key Contributions to the Board: | | | · As a result of her extensive tenure at P&G, Ms. Davis brings to the Board marketing and other commercial strategy and execution experience, as well as corporate strategy and leadership, consumer behavior, and business development expertise. She also has substantial experience overseeing P&G’s health care research and development, manufacturing, quality, and supply, and regulatory compliance. | |
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| | 2017 67 Audit and Public Policy & Sustainability (Chair) Retired President, Chevron Asia Pacific Exploration and Production | | | Melody B. Meyer Director Since: 2017 Age: 68 Committees: Audit and Public Policy & Sustainability (Chair) Primary Occupation: Retired President, Chevron Asia Pacific Exploration and Production | | Business Experience: Ms. Meyer served as President of Chevron Asia Pacific Exploration and Production Company from March 2011 to April 2016. She previously served as President of Chevron Energy Technology Company from 2008 to 2011. Ms. Meyer held various leadership roles in global and U.S. locations during her thirty-seven year career at Chevron and retired in 2016. Ms. Meyer is President of Melody Meyer Energy, LLC, a private consulting firm, since June 2016 and Women with Energy LLC since 2025. Ms. Meyer is also a director at bp p.l.c., where her term ends in April 2026. Ms. Meyer previously served as a director of NOV, Inc. from 2017 to 2023. | | | 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. She also brings substantial experience related to long-term capital projects and environmental, health, safety, and sustainability matters. Her experience spans multiple jurisdictions, including developing markets in Asia and Africa. Ms. Meyer has long been active in promoting the advancement of women in energy and life sciences and provides the Board with strong human capital management oversight experience. | |
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| | 2013 72 Audit (Chair) and Compensation Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company | | | Robert A. Michael Director Since: 2024 Age: 55 Primary Occupation: Chairman of the Board and Chief Executive Officer, AbbVie Inc. | | Business Experience: Mr. Michael is AbbVie’s Chairman and Chief Executive Officer, a position he has held since July 2025. Mr. Michael previously served as Chief Executive Officer starting in 2024 and President and Chief Operating Officer from July 2023 to June 2024, where he was responsible for global commercial operations, finance, corporate human resources, global operations, business development and corporate strategy for the company. He previously served as Vice Chairman and President from June 2022 to July 2023, as Vice Chairman, Finance and Commercial Operations and Chief Financial Officer from June 2021 to June 2022, as Executive Vice President, Chief Financial Officer from 2019 to 2021, and as Senior Vice President, Chief Financial Officer from 2018 to 2019. Mr. Michael first joined Abbott in 1993 and held numerous leadership positions across several different business units before joining AbbVie in 2013. | | | Key Contributions to the Board: | | | · As a result of his numerous leadership roles across a more than 30-year career at Abbott and AbbVie, Mr. Michael has developed valuable business, strategic, leadership, and financial experience, as well as extensive knowledge of AbbVie and its complex global operations. Mr. Michael’s experience and knowledge enable him to contribute to AbbVie’s Board key insights into strategic, operations, business development, management, and financial matters. | |
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| | Frederick H. Waddell Director Since: 2013 Age: 72 Committees: Audit (Chair) and Compensation Primary Occupation: Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company | | Business Experience: 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. Having begun his role as CEO at Northern Trust during the 2008 recession, Mr. Waddell has substantial experience overseeing a company’s strategic priorities during changing economic conditions. Through his role as a director at IBM since 2017, Mr. Waddell has garnered significant information technology and security experience. | |
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Class III - Directors whose terms expire in 2027
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| | 2013 63 Compensation President, Austin Investment Advisors | | | Roxanne S. Austin Director Since: 2013 Age: 65 Committees: Audit, Compensation, Nominations & Governance, and Public Policy & Sustainability Primary Occupation: President, Austin Investment Advisors Lead Independent Director | | Business Experience: Ms. Austin is President of Austin Investment Advisors, a private investment and consulting firm. She chaired the U.S. Mid-market Investment Advisory Committee of EQT Partners from 2017 to 2023. 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 Crowdstrike, Inc., Freshworks, Inc., and Verizon Communications Inc. Ms. Austin previously served as a director of Abbott Laboratories from 2000 to 2022, Teledyne Technologies, Inc. from 2006 to 2021, Target Corporation from 2002 to 2020, and Telefonaktiebolaget LM Ericsson from 2008 to 2016. | | | Key Contributions to the Board: | | | · As a result of her extensive management and operating roles, Ms. Austin contributes significant oversight and leadership experience to the Board, including knowledge of global business strategy in health care and other industries, corporate governance, financial statements, and capital allocation strategy. Ms. Austin also provides substantial cybersecurity and other information technology expertise, as a result of her role as a director at Crowdstrike, Inc., a cybersecurity technology company, and other publicly traded companies. · Her leadership roles at both public and private companies also enhance her independent oversight role as AbbVie’s Lead Independent Director, including effectively leading key board processes such as self-evaluations and succession planning. | |
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| | 2013 70 Chairman of the Board and Chief Executive Officer, AbbVie Inc. | | | Thomas J. Falk Director Since: 2025 Age: 67 Committees: Audit Primary Occupation: Retired Chairman and Chief Executive Officer, Kimberly-Clark Corporation | | Business Experience: Having served 36 years at Kimberly-Clark Corporation, Mr. Falk served as Executive Chairman from January 2019 until his retirement in December 2019. He previously served as Chairman of the Board and Chief Executive Officer from 2003 until December 2018, as Chief Executive Officer from 2002 to 2003, and as President and Chief Operating Officer from 1999 to 2002. Mr. Falk is also a director on the boards of Lockheed Martin and the Bipartisan Policy Center, the Baker Institute, and as a National Governor of the Boys and Girls Clubs of America. | | | Key Contributions to the Board: | | | · During his tenure as Chairman of the Board and Chief Executive Officer of Kimberly-Clark Corporation, Mr. Falk acquired extensive management experience overseeing a complex multinational business, including strategic, management, financial, and operational expertise. In addition, as a result of his current role as Lead Independent Director at Lockheed Martin, Mr. Falk has garnered significant independent board oversight experience, including related to key board processes such as succession planning and capital allocation oversight. This combined expertise allows him to exercise effective independent oversight of AbbVie’s business. | |
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| | 2018 70 : Nominations & Governance and Public Policy and Sustainability Retired President of Chevron Pipe Line Company | | | Susan E. Quaggin, M.D. Director Since: 2023 Age: 62 Committees: Public Policy & Sustainability Primary Occupation: Irving S. Cutter Professor and Chair of Medicine, Northwestern University Feinberg School of Medicine | | Business Experience: Dr. Quaggin is currently the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, where she has served as the Chair of the Department of Medicine since 2023 and Director of the Feinberg Cardiovascular and Renal Research Institute since 2013. Dr. Quaggin serves as a council member of the Association of American Physicians and previously served as President of the American Society of Nephrology in 2021 and 2022. | | | Key Contributions to the Board: | | | · Through her position as the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, as well as her other leadership roles, Dr. Quaggin has acquired extensive medical and scientific expertise and deep knowledge of the health care environment. This expertise allows her to contribute valuable insights on AbbVie’s key research and development initiatives, among other matters. | |
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| | 2018 71 Nominations & Governance and Public Policy & Sustainability Retired President of Chevron Pipe Line Company | | | Rebecca B. Roberts Director Since: 2018 Age: 73 Committees: Nominations & Governance and Public Policy & Sustainability Primary Occupation: Retired President of Chevron Pipe Line Company | | Business Experience: 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 previously served as a director of Enbridge, Inc. from 2015 to 2018, Black Hills Corporation from 2011 to 2025, and MSA Safety Incorporated from 2013 to 2025. | | | Key Contributions to the Board: | | | · Ms. Roberts brings management, business development, operational, environmental and safety, marketing, 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. She also has broad experience across a range of geographies, including Asia, Europe, and Central America. | |
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| 2013 75 Audit, Compensation, Nominations & Governance, and Public Policy and Sustainability Retired Chairman and Chief Executive Officer of the UAL Corporation |
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Class I - Directors whose terms expire in 2028
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| | William H.L. Burnside Director Since: 2013 Age: 74 Committees: Audit and Public Policy & Sustainability Primary Occupation: Retired Senior Vice President and Director at The Boston Consulting Group | | Business Experience: Mr. Burnside is a retired Senior Vice President and director at The Boston Consulting Group (BCG). 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. He most recently served as an advisor for BCG from 2011 to 2023. | | | 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. He provides an informed perspective to the Board on financial forecasting and planning, mergers and acquisitions, human capital management, marketing, and risk planning. | |
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| | 2016 50 Executive Vice President and Chief Administrative Officer, United Airlines Holdings, Inc. | | | Thomas C. Freyman Director Since: 2020 Age: 71 Committees: Compensation and Nominations & Governance (Chair) Primary Occupation: Retired Executive Vice President, Finance and Administration, Abbott Laboratories | | Business Experience: Mr. Freyman served as a director at Allergan from 2018 to 2020, when AbbVie acquired Allergan plc. Mr. Freyman previously served as Executive Vice President, Finance and Administration at Abbott Laboratories from 2015 until his retirement in 2017. He previously served at Abbott as Chief Financial Officer and Executive Vice President, Finance and was first appointed Chief Financial Officer and Senior Vice President, Finance in 2001. Mr. Freyman previously served as a director of Tenneco Inc. from 2013 to 2022 and Hanger, Inc. from 2017 to 2022. | | | Key Contributions to the Board: | | | · Mr. Freyman’s extensive experience as a leader in the health care industry, knowledge of the Allergan businesses, and expertise in complex accounting and financial issues provides the Board with significant global industry experience, continuity in oversight of the Allergan businesses, and finance and risk expertise, including related to financial planning. As a result of his previous role as a director at Tenneco Inc., a global automotive products manufacturer, Mr. Freyman also has extensive manufacturing and environmental, health, and safety oversight experience. | |
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| | Brett J. Hart Director Since: 2016 Age: 57 Committees: Compensation (Chair) and Nominations & Governance Primary Occupation: President, United Airlines Holdings, Inc. | | Business Experience: Mr. Hart is the President of United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. He served as Executive Vice President and Chief Administrative Officer between March 2019 and May 2020, 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: | | | · In his role leading United Airlines Holdings, Inc.’s operations, including safety, government affairs, regulatory, legal, and environmental sustainability teams, among other functions, Mr. Hart has a broad set of skills critical to oversight of a complex international business in a highly regulated industry like AbbVie. These skills include operational and strategic acumen with expertise in risk management, ESG, climate change, legal strategic matters, government and regulatory affairs, corporate governance, and compliance. | |
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| | Edward J. Rapp Director Since: 2013 Age: 68 Committees: Audit and Nominations & Governance Primary Occupation: Retired Group President for Resource Industries of Caterpillar Inc. | | Business Experience: 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 also serves as a director of Xos, Inc. 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. · Mr. Rapp brings experience with business operations in numerous geographies, including Asia, Africa, and Europe, which provides a strong international perspective for AbbVie’s business across more than 180 countries and territories. As a result of his role on the board of Xos, Inc., a manufacturer of zero-emission commercial vehicles, Mr. Rapp has gained substantial experience in climate change and emissions oversight. | |
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THE BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors held six meetings in 2025. The average attendance of all directors at Board and committee meetings in 2025 was 97% percent, and each director attended at least 75% of the total number of Board meetings and meetings of the committees of which they served. AbbVie encourages its Board members to attend the annual stockholder meeting. All of AbbVie’s directors attended the 2025 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, Ms. Davis, Mr. Falk, Mr. Freyman, Mr. Hart, Ms. Meyer, Dr. Quaggin, Mr. Rapp, Ms. Roberts, 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. In making its determination, the Board relied on both information provided by the directors and information developed internally by AbbVie. Board Leadership Structure As announced on February 14, 2025, Mr. Michael, AbbVie’s Chief Executive Officer, became Chairman of the Board effective July 1, 2025. The Board has determined that this 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 annually by and from the independent members of the Board of Directors. The Board regularly reviews its leadership structure and effectiveness. This structure has proven to be an effective form of governance for AbbVie and its stockholders. In determining this leadership structure, the Board weighed numerous factors, such as:
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| ● | The qualifications of the Lead Independent Director and performance in the role, including stockholder votes in favor of re-election. Ms. Austin’s extensive leadership skills as a former CEO as well as her current and past experience as a director at other publicly traded companies, and Chair of the Board at Freshworks, Inc., ensures that she is able to exercise effective independent leadership over AbbVie’s Board, including in relation to risk oversight and financial matters. When she was most recently up for re-election, Ms. Austin received nearly 94% of votes in favor. |
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| ● | The historical performance of the company under this leadership structure. As discussed elsewhere in this proxy statement, AbbVie has established an outstanding track record of performance with a combined CEO and chair role. |
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| ● | Investor feedback on this topic. At the most recent stockholder meeting where a stockholder proposal to mandate an independent chair was voted on, nearly 70% of the shares voted against mandating an independent chair. Investors have also expressed support for our current leadership structure through our stockholder engagement program. AbbVie’s investors who do support an independent chair structure generally state that this preference is not unique to AbbVie and is a consistent preference across all portfolio companies. |
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| ● | Other Board leadership and independence considerations. In addition to Ms. Austin’s strong independent leadership, AbbVie has recently made several additional changes to the Board, all of which further strengthen the independent oversight of the Board. The Board added four new directors since October 2023 (three of whom are independent) and appointed all new committee chairs for the four key Board |
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committees in July 2024. This commitment to refreshment further supports the use of a combined CEO and chair role.
Total stockholder return (TSR)
| ● | Practices at peer companies and trends across the S&P 500. AbbVie benchmarks peer companies and their leadership structures on an ongoing basis and also monitors the external landscape in terms of the number of S&P 500 companies that utilize independent chairs. |
Total stockholder return (TSR)
| facilitates communication with the board and presides over regularly conducted executive sessions of the independent directors or sessions where the chair of the board is not present reviews and approves matters, such as schedule sufficiency, and, where appropriate, information provided to other board members serves as the liaison between the chair of the board and the independent directors has the authority to call meetings of the independent directors leads the board’s evaluation of the CEO leads the annual board and committee evaluation process, including discussing evaluations with each director individually | encourages effective director participation by fostering an environment of open dialogue and constructive feedback among independent directors involved in selection and interviewing of new board members if requested by major stockholders, ensures that he or she is available for consultation and direct communication as needed if required, represents independent board members externally, including in communications with stockholders and other stakeholders performs such other duties as the board may determine from time to time | | Our Lead Independent Director has robust and well-defined responsibilities that provide our Board with significant leadership and oversight: | | | ✓ leads the CEO succession planning process ✓ 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 ✓ reviews and approves matters, such as schedule sufficiency, and, where appropriate, information provided to other Board members ✓ serves as the liaison between the Chairman of the Board and the independent directors ✓ has the authority to call meetings of the independent directors ✓ leads the Board’s evaluation of the CEO ✓ leads the annual Board and committee evaluation process, including discussing evaluations with each director individually | ✓ reviews and guides agenda items for Board meetings ✓ encourages effective director participation by fostering an environment of open dialogue and constructive feedback among independent directors ✓ involved in selection and interviewing of new Board members ✓ if requested by major stockholders, ensures that they are available for consultation and direct communication as needed ✓ if required, represents independent Board members externally, including in communications with stockholders and other stakeholders ✓ performs such other duties as the Board may determine from time to time |
Total stockholder return (TSR)
All directors are encouraged to consult with the Chairman of the Board and Chief Executive Officer on each of the above topics, as well. The Lead Independent 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. Board Succession Planning and Composition 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. In addition to executive succession planning, the Board actively plans for its own succession. Over the past several years, the Board has undergone significant refreshment, including four new directors since 2023, a new lead independent director starting in 2024, all new committee chairs starting in 2024, and a new Chairman in 2025. Two directors, who had served since the company’s inception in 2013, also retired in 2025. All of these changes were the result of an established, robust board succession planning process. The Board anticipates potential director retirement timelines well in advance and assesses what skills may need to be added to the Board when retirements occur, as well as what Board leadership positions a retiring director has. This allows the Board to actively recruit for specific skillsets and plan for Board leadership changes in advance of retirements. For example, the two directors who retired in 2025 were both former chief executive officers. The Board was therefore able to recruit and elect Mr. Falk, a former chief executive officer of a large, publicly traded company, to supplement that skillset on the Board shortly before the planned retirements. Each director’s biography includes the particular experience and qualifications that led the Board to conclude that the director should serve on the Board and how their qualifications add to the mix of skills 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:
Total stockholder return (TSR)
| Health Care 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. | | Science/Research & Development | For an understanding of AbbVie’s scientific and research and development initiatives. | | Corporate Governance and Public Company Board | Ensuring directors have the 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. | | Marketing/Sales | Experience in commercialization, marketing, and brand development, including through digital channels. |
Total stockholder return (TSR)
| | ALPERN | AUSTIN | BURNSIDE | DAVIS | FALK | FREYMAN | HART | MEYER | Michael | QUAGGIN | RAPP | ROBERTS | WADDELL | | Health Care Industry | ● | ● | | ● | | ● | | | ● | ● | | | | | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global Business & Strategy | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Science/ Research & Development | ● | | | ● | | | | ● | ● | ● | | ● | | | Corporate Governance & Public Company Board | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance or Accounting | | ● | ● | ● | ● | ● | | ● | ● | | ● | | ● | | Government Relations & Regulatory | ● | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Marketing/ Sales | | ● | ● | ● | ● | | | | ● | | ● | ● | ● |
Total stockholder return (TSR)
Board Oversight Responsibilities 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. These risks include those the company faces over various time horizons. Among the risks are those that are specific to AbbVie’s business and circumstances (e.g., pipeline advancement and significant product loss of exclusivity), those that are specific to AbbVie’s industry (e.g., manufacturing and regulatory compliance and health care industry dynamics such as pricing and patient access), and those faced by large, complex, multinational companies generally (e.g., tax policy). Specific relevant risk topics are reviewed and escalated to the Board or relevant committee at nearly all Board meetings throughout the year. The charters of the committees provide a framework for the types of risks to be reviewed at each committee and reported on to the full Board. The focus of the Board’s oversight varies based on the type and timing of the risk being discussed. For example, for a long-term risk, the Board focuses on advance planning to mitigate the risk over time. The Board periodically invites third parties to present on a range of topics and provide outside perspectives. AbbVie has a comprehensive enterprise risk management (ERM) program with risk management embedded within the operations of the company, clear accountability at the senior leadership level, and oversight by the Board. The audit committee oversees ERM. Through risk owners and the internal disclosure committee, there is a routine assessment of material risks to the company. Updates, if any, are provided to the Board or its committees together with updated public disclosures, when relevant. All directors, including the Lead Independent Director, are tasked with ensuring the Board appropriately exercises its risk management responsibilities and facilitate further discussion of risk matters in executive session as they deem necessary. In light of the regular assessment of risk, the Board or risk owner may consult with outside advisors to evaluate the risk landscape and anticipate trends. As the company grows, relevant risk management topics may be added, such as following a large acquisition. Acting with integrity is one of the foundational AbbVie Principles, and overseeing the company’s compliance program is a key activity for the Board. AbbVie’s Chief Ethics and Compliance Officer, who reports to the Executive Vice President, General Counsel and Secretary, regularly presents to the Board and committees on compliance matters. The Board 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. Examples of this oversight include (1) reviewing results of the biennial all employee survey, which assesses topics like employee engagement, inclusion, agility in processes, ethical decision making, and other issues critical to the company’s culture and (2) oversight of employee health and safety data and priorities. The Board also interacts with employees at various levels of seniority, not solely on the executive leadership team, which facilitates a better understanding of the company’s culture. The Board is actively involved in reviewing AbbVie’s privacy, cybersecurity, artificial intelligence, and other information technology risks and opportunities and discusses these topics on a regular basis. The Board and its committees also regularly review other ESG topics. For more details about committee responsibilities and oversight, please see the committee discussion in the section titled “Committees of the Board of Directors”. 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. The evaluation forms are reviewed each year to ensure they will garner robust feedback, including on topics that are of recent interest to our investors. 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. Committee chairs are elected annually. Board Diversity
Total stockholder return (TSR)
| AbbVie is committed to maintaining a Board of Directors with the skill sets, experience, and leadership necessary to provide effective oversight of AbbVie’s business. AbbVie serves patients in more than 180 countries and territories across many different diseases. As discussed in our governance guidelines, offering and representing diverse perspectives is an integral part of effective board oversight. | 38% female Board members | 15% ethnically or racially diverse Board members | | These perspectives can result from diverse backgrounds, including varied professional skills, education, geography, or life experiences. As part of its comprehensive assessment of potential director nominees, the Board considers how a specific nominee would contribute to the board’s overall diversity. | | |
Total stockholder return (TSR)
Committees of the Board of Directors
Executive Committee
| | | | | Change in | | | | | | | | Pension Value | | | | | | | | and | | | | | | | | Nonqualified | | | | | Fees | Restricted | | Deferred | | | | | Earned or | Stock Unit | Option | Compensation | All Other | | | | Paid in Cash | Awards | Awards | Earnings | Compensation | Total | | Name | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | R. Alpern | 122,917 | 224,961 | 0 | 125,616 | 25,000 | 498,494 | | R. Austin | 182,917 | 224,961 | 0 | 0 | 25,000 | 432,878 | | W. Burnside | 132,917 | 224,961 | 0 | 0 | 25,000 | 382,878 | | J. Davis | 122,917 | 224,961 | 0 | 0 | 25,000 | 372,878 | | T. Falk(6) | 78,750 | 224,961 | 0 | 0 | 25,000 | 328,711 | | T. Freyman | 147,917 | 224,961 | 0 | 0 | 25,000 | 397,878 | | B. Hart | 147,917 | 224,961 | 0 | 0 | 25,000 | 397,878 | | M. Meyer | 157,917 | 224,961 | 0 | 0 | 25,000 | 407,878 | | S. Quaggin | 122,917 | 224,961 | 0 | 3,970 | 7,663 | 359,511 | | E. Rapp | 132,917 | 224,961 | 0 | 0 | 25,560 | 383,438 | | R. Roberts | 122,917 | 224,961 | 0 | 0 | 25,000 | 372,878 | | G. Tilton(7) | 65,417 | 224,961 | 0 | 0 | 26,996 | 317,374 | | F. Waddell | 152,917 | 224,961 | 0 | 0 | 25,000 | 402,878 | | R. Gonzalez | 0 | 10,365,982 | 2,499,343 | 1,721,855 | 2,484,243 | 17,071,423 |
COMPENSATION PHILOSOPHY
| WHAT WE DO | WHAT WE DO NOT DO | | ✓ We balance short- and long-term strategic objectives and directly link compensation to stockholder value. ✓ We tie more than three-fourths of our NEO compensation to performance. ✓ We are committed to pay equity and we regularly review pay to ensure our pay is fair and equitable. ✓ We have broad discretion to clawback incentive awards in the event of a material breach of the AbbVie Code of Business Conduct, as well as a robust mandatory clawback policy covering excess compensation in the event of a restatement. ✓ We engage annually with a large portion of our stockholders to gather feedback on our policies and practices. ✓ We have robust stock ownership guidelines and prohibit the selling of shares unless ownership guidelines have been met. | X We do not have employment agreements with any of our NEOs. X We do not provide tax gross-ups on NEO compensation or excise tax gross-ups on severance or other payments in connection with a change in control. X NEOs are prohibited from entering or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold. X We do not include pay design features that may have the potential to encourage excessive risk-taking. X We do not pay dividends on unearned performance awards. X We do not have single trigger change in control equity vesting or other benefits. |
Significant long-term value creation
Significant long-term value creation
Significant long-term value creation
| Market Capitalization | Quarterly Dividend | Total Stockholder Return | | +$309BN | +204% | +485% | | 10-year increase, adding significant stockholder value | raised to $1.73 per share from $0.57 per share over the last decade | over the last decade | | The measures set forth in this table were calculated as of 12/31/2025 versus 12/31/2015. The quarterly dividend increase is calculated on a declared basis. | | |
Total stockholder return (TSR)
| AbbVie’s Relative TSR Performance | | | Versus Peer Group (Multi-Year) | Versus Select Indices (10-Year) | | 2025 | | | 6th place out of 10 | | | 3 Years | | | 4th place out of 10 | | | 5 Years | | | 2nd place out of 10 | | | 10 Years | | | 2nd place out of 10 | |
COMPENSATION PROGRAM GOVERNANCE SUMMARY
| | ● ● ● | | Good Governance Practices | | | Balanced Incentive Plan Design | ✓ Annual incentive plan includes financial, operational, and strategic metrics to assess performance ✓ Annual incentive payout matrix used to define and cap the range for the committee’s determinations (at or below the plan maximum of 200% of target) ✓ Long-term incentive design emphasizing multiple, relative performance metrics and multi-year performance periods ✓ No duplication of performance metrics in short- and long-term incentives | | Pay Equity and Sustainability | ✓ Commitment to pay equity and regular review of pay to ensure pay is fair and equitable ✓ Incorporation of ESG into the strategic/leadership goals within the annual incentive plan | | Strong Governance Practices | ✓ Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the AbbVie Code of Business Conduct ✓ Anti-hedging and anti-pledging policies ✓ Annual comprehensive compensation program risk review ✓ Independent compensation consultant that performs no other work for the company | | Pay for Performance and Stockholder Alignment | ✓ Short- and long-term incentive programs closely align with performance ✓ Majority of NEO compensation tied to long-term performance ✓ Proactive stockholder engagement process | | Robust Stock Ownership Requirements | ✓ 6x salary for the CEO and 3x salary for NEOs ✓ 5x annual fees for non-employee directors ✓ NEOs must hold and not sell equity until the minimum stock ownership requirement is satisfied | | Responsible Pay Practices | ✓ No single trigger vesting of equity or other benefits in the event of a change in control ✓ No repricing of stock options without express stockholder approval ✓ No tax gross-ups in executive compensation program ✓ No employment contracts ✓ No guaranteed short-term incentives or equity awards ✓ No dividends paid on unearned performance awards |
COMPENSATION PROGRAM GOVERNANCE SUMMARY
| Components of our Executive Compensation Program The compensation committee of the Board oversees our executive compensation program, which includes several compensation elements that have each been tailored to incentivize and reward specific aspects of company performance the Board believes are central to delivering long-term stockholder value. Key components of our annual compensation program are listed below. | | | | | Base Salary Designed to be competitive with market and industry norms, and to reflect individual performance Individual salaries are established relative to market median based on each NEO’s individual performance, skills, and experience, and internal equity, as well as the company’s annual operating budget | Short-Term Incentives Performance Incentive Plan (PIP) Based on non-GAAP performance measures such as: — Platform revenue — Income before taxes — Operating margin — Return on assets — Strategic and leadership goals | Long-Term Incentives 80% Performance shares and performance-vested restricted stock units 20% Non-qualified stock options | Our Compensation Philosophy | | | | | Align executive interests with the drivers of stockholder returns and profitable growth | | | | | Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives | | | | | Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value |
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 company performance, each NEO’s individual performance, leadership, and contributions to AbbVie’s business and strategic performance.
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:
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. |
ROLE OF THE COMPENSATION CONSULTANT
ROLE OF THE COMPENSATION CONSULTANT The compensation committee has engaged Semler Brossy 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. In partnership with the consultant, the committee determines what variables it will 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.
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 their market benchmark based on the NEO’s performance, experience, unique skills, internal equity with others at AbbVie, and the company’s operating budget.
SHORT-TERM INCENTIVES AND 2025 RESULTS
SHORT-TERM INCENTIVES AND 2025 RESULTS 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. Determining actual incentive amounts is a multi-step process. 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 and within the cap established from a payout matrix.
Short-Term Incentive Financial Goals
Short-Term Incentive Financial Goals The committee reviews and ensures all financial goals are appropriately rigorous and consistent with driving top-tier performance for the sector in both the short and long term. The performance targets for each goal are calibrated to a range of potential outcomes, with above target payouts for strong performance and below target payouts (including no payout) for below target performance. Targets are based on expected business, market and regulatory conditions, including expectations for our pipeline.
Short-Term Incentive Financial Goals
| | | | | 2025 Target vs. | | | 2025 Actual vs. | | Goal(1) | 2024 Actual | | 2025 Target | 2024 Actual | 2025 Actual | | 2025 Target | | A. Platform Revenue(2) | $47.3 BN | (2) | $53.7 BN | 114% | $56.3 BN | (2) | 105% | | B. Non-GAAP Income Before Taxes | $24.6 BN | (3) | $25.7 BN | 104% | $26.9 BN | (3) | 105% | | C. Adjusted Return on Assets(4) | 22.2 | % (4) | 24.0% | 108% | 24.8 | % (4) | 103% | | D. Non‑GAAP Operating Margin | $26.2 BN | (3) | $27.9 BN | 106% | $29.0 BN | (3) | 104% |
Short-Term Incentive Financial Goals
| (1) Results achieved reflect certain specified items, which are reconciled in Appendix B. |
Short-Term Incentive Financial Goals
| (2) Platform Revenue is a non-GAAP metric comprised of net revenues less Humira net revenues and adjusted for foreign exchange, as described in Appendix B. The committee retained for 2025 the use of Platform Revenue, first introduced as a performance metric within the PIP in 2022, to reinforce management’s focus on growth opportunities to offset anticipated revenue decline associated with U.S. Humira loss of exclusivity (LOE). The Platform Revenue target and result are adjusted for foreign exchange because it is unpredictable at the time the target is set. |
Short-Term Incentive Financial Goals
| (3) Evaluated on a constant currency basis. |
Short-Term Incentive Financial Goals
| (4) Adjusted Return on Assets is a non-GAAP metric which is equal to the quotient of (i) adjusted net earnings, as described in Appendix B, plus interest expense (as reported), net of tax, divided by (ii) average adjusted net assets. Average adjusted net assets is equal to the average of the following over the 2024 and 2025 fiscal years: total assets, less total current liabilities, plus short-term borrowings and the current portion of long-term debt and finance lease obligations, in each case, as reported on the company’s balance sheet. |
Short-Term Incentive Financial Goals
Assessments of performance against financial results consider the effect of foreign exchange and other specified adjustments and/or unusual or unpredictable events, and the appropriateness of these adjustments is reviewed annually by the committee. In 2025, specified adjustments included intangible asset amortization, intangible asset impairment, acquisition and integration-related costs, IPR&D and milestones expense, change in fair value of contingent consideration, and other items, as described in Appendix B.
Short-Term Incentive Strategic and Leadership Goals
Short-Term Incentive Strategic and Leadership Goals Each NEO achieved or exceeded their 2025 strategic and leadership goals, which are listed below:
Short-Term Incentive Strategic and Leadership Goals
| ● | Robert A. Michael: Execute key strategic initiatives to drive sustainable long-term business performance; deliver value to our stockholders; build investor confidence and credibility; successfully advance mid- and late-stage pipeline assets; continue to drive employee engagement and motivation around AbbVie’s mission and future prospects; advance our transformation to a biopharmaceutical culture; and achieve proprietary pharmaceutical pipeline enhancement objectives. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Scott T. Reents: Drive enterprise finance strategic initiatives and transformation on key financial processes; ensure execution and provide oversight of company financial goals; and achieve transaction integration objectives. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Jeffrey R. Stewart: Achieve key product milestones; drive patient access for all therapies across the different franchises; and successfully adapt and execute market strategies relative to external considerations. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Azita Saleki-Gerhardt: Successfully drive operations optimization and milestones through AI and advanced technology; execute on objectives including product launches and financial goals; achieve integration objectives from manufacturing investment; and support research and development initiatives per company strategy. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Roopal B. Thakkar: Advance innovative therapies by achieving key research and development milestones per company strategy; continue to progress and achieve proprietary pipeline enhancement objectives; and ensure timely regulatory submissions for key compounds and indications. |
Short-Term Incentive Strategic and Leadership Goals
In 2025, our NEOs continued to take a formal goal aligned to protecting AbbVie’s reputation and supporting business sustainability across a range of environmental, social, and governance (ESG) topics aligned to our long-term company strategy. The ESG goal was weighted 10% within the short-term incentive program for each NEO. AbbVie’s senior executives have different areas of focus when it comes to driving the company’s ESG framework. Example achievements under the ESG goal category in 2025 by AbbVie’s senior executives included:
Short-Term Incentive Strategic and Leadership Goals
| ● | Successfully executed mandatory reporting preparedness, establishing cross-enterprise governance to ensure readiness. |
Short-Term Incentive Strategic and Leadership Goals
| ● | AbbVie’s three-year ESG Strategy was approved by our cross-enterprise ESG Council. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Improved ESG-related rankings by third parties, including MSCI and Sustainalytics. |
Short-Term Incentive Strategic and Leadership Goals
As part of this ESG goal category, all senior leaders, including the NEOs, continued to take a goal aligned to furthering AbbVie’s commitment to embracing diversity and inclusion, one of the five foundational AbbVie Principles. We believe that innovation comes from people with differing perspectives working together on inclusive teams. The diversity we seek is broad and includes many unique life experiences and factors. We are proud of our ability to hire and promote based on merit and qualification while still fostering an inclusive workplace where all employees can perform and thrive. Our strategies include specific priority areas to ensure AbbVie fosters a culture that is inclusive and innovative – in service of our people, patients, and business. 2025 progress on this strategy includes:
Short-Term Incentive Strategic and Leadership Goals
| ● | Fostering an inclusive workplace. Our ongoing work amplifies culture with inclusion and belonging for all. As a world-class employer, we continue to support the development of our leaders, employees and teams, providing all with the opportunity to grow and succeed, and we cast a wide net to attract the most qualified talent. In 2025, we continued to progress accessibility for current and future employees – with the launch of a cross-functional, multi-year strategy and taskforce. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Building inclusive leadership. We designed and delivered offerings to build inclusive leadership for all people leaders, while also creating the space for dialogue around inclusive team dynamics. In 2025, we introduced Collective Uniqueness, an opt-in global program dedicated to strengthening teams with inclusion for all, with 6,500 people leaders and their teams participating. |
Short-Term Incentive Strategic and Leadership Goals
| ● | Strengthening community, well-being and belonging. We continue to support our global Employee Resource Groups, which are open to all employees and reflect our belief that inclusion benefits everyone and drives high performance. |
Annual Incentive Payout Matrix
Annual Incentive Payout Matrix A formal payout matrix based on Platform Revenue and Non-GAAP Income Before Taxes guides the committee by capping the range of final awards at or below the plan maximum of 200% of target. The matrix is used to ensure alignment between PIP payout outcomes and company financial performance. For 2025, actual Platform Revenue performance was 105% compared to target, and actual Non-GAAP Income Before Taxes was also 105% compared to target.
Annual Incentive Payout Matrix
| Annual Incentive | | | | 2025 Target vs. | | 2025 Actual vs. | | Payout Matrix(1) | 2024 Actual | | 2025 Target | 2024 Actual | 2025 Actual | 2025 Target | | Platform Revenue(2) | | 47.3 BN(2) | $53.7 BN | 114% | $56.3 BN(2) | 105% | | Non-GAAP Income Before Taxes | | 24.6 BN(3) | $25.7 BN | 104% | $26.9 BN(3) | 105% | | | | | 2025 Payout | | Capped at plan maximum - | | | | | | Matrix Result | | 200% of target | |
Annual Incentive Payout Matrix
| (1) Results achieved reflect certain specified items, which are reconciled in Appendix B. |
Annual Incentive Payout Matrix
| (2) Platform Revenue is a non-GAAP metric comprised of net revenues less Humira net revenues and adjusted for foreign exchange, as outlined in Appendix B. The committee retained for 2025 the use of Platform Revenue, first introduced as a performance metric within the PIP in 2022, to reinforce management’s focus on growth opportunities to offset anticipated revenue decline associated with U.S. Humira loss of exclusivity (LOE). The Platform Revenue target and result are adjusted for foreign exchange because it is unpredictable at the time the target is set. |
Annual Incentive Payout Matrix
| (3) Evaluated on a constant currency basis. |
Annual Incentive Payout Matrix
The results for each of our NEOs are shown below.
Annual Incentive Payout Matrix
| | Target Award | | | | Executive | $ Value | % of Salary | $ Actual Award Paid | | Robert A. Michael | 2,805,000 | 165% | 5,200,000 | | Scott T. Reents | 1,359,600 | 120% | 2,350,000 | | Jeffrey R. Stewart | 1,591,350 | 120% | 2,950,000 | | Azita Saleki-Gerhardt | 1,273,080 | 120% | 2,200,000 | | Roopal B. Thakkar | 1,320,000 | 110% | 2,350,000 |
LONG-TERM INCENTIVES AND 2025 RESULTS
LONG-TERM INCENTIVES AND 2025 RESULTS The executive long-term incentive (“LTI”) program design aligns AbbVie’s LTI compensation with key operational and financial initiatives, including sustained adjusted diluted EPS growth and generation of superior investment returns relative to peers. In 2025, NEOs received annual LTI awards with the following characteristics:
Long-Term Incentive Program
Long-Term Incentive Program
Long-Term Incentive Program
| Award Type | Metric | Performance Period | | 40% Performance Shares | Adjusted Diluted EPS, 3‑Year Relative TSR Modifier | 3 Years | | 40% Performance‑Vested Restricted Stock Units | Relative Return on Invested Capital | 3 Years | | 20% Non‑Qualified Stock Options | Stock Price Appreciation | 10‑year term |
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 adjusted diluted 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. |
Long-Term Incentive Program
| ● | Performance-Vested Restricted Stock Units (40% of total LTI award)—These awards have the potential to vest at 0% to 200% of target in one-third increments during a three-year performance period and are earned based on AbbVie’s return on invested capital (ROIC) 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. |
Long-Term Incentive Program
| ● | 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. |
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results Performance targets and results associated with the 2025 awards of performance shares and 2023-2025 awards of performance-vested restricted stock units are shown below. Relative TSR results for the performance shares are in progress; these results and their impact on final payout will be disclosed following the completion of the three-year performance period.
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
| Performance Objective and Impact on Payout | Threshold | Target | Maximum | Result | Impact on Payout | | Performance Shares | | | | | | | 2025 Adjusted Diluted EPS(1,3) | $9.41 | $9.46 | $9.66 | $10.00 | 200% | | EPS Impact on Payout | 50% | 100% | 200% | | | | 2025-2027 Relative TSR | Relative TSR is measured over a 3-year performance period and used as a modifier | | | | | | Performance-Vested Restricted Stock Units | | | | | | | 2025 Relative ROIC(2, 3) (2025 Award) | 40th - 50th percentile | 50th - 65th percentile | >85th percentile | 95th percentile | 200% | | 2025 Relative ROIC(2, 3) (2024 Award) | 40th - 50th percentile | 50th - 65th percentile | >85th percentile | 95th percentile | 200% | | 2025 Relative ROIC(2, 3) (2023 Award) | 40th - 50th percentile | 50th - 65th percentile | >85th percentile | 95th percentile | 200% | | ROIC Impact on Payout | 50% | 100% | 200% | | |
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
| (1) Adjusted diluted earnings per share is a non-GAAP measure that represents diluted earnings per share adjusted to exclude certain specified items, as described in Appendix B. |
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
| (2) ROIC is a non-GAAP measure equal to the quotient of (i) adjusted net earnings, as outlined in Appendix B, divided by (ii) average invested capital. Average invested capital is equal to the average of the following over fiscal years 2024 and 2025: total stockholders’ equity, plus long-term debt (which excludes any long-term lease obligations included as long-term debt on the company’s balance sheet). |
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
| (3) Due to the uncertainty associated with the timing of acquired IPR&D and milestones expense, the financial goals established to evaluate management performance for purposes of incentive compensation exclude the impact of these payments. However, the performance goals shown in this table have been adjusted to account for acquired IPR&D and milestones expense in 2025 and the results include the unfavorable impact of those expenses. |
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
AbbVie granted performance shares in 2023 that were subject to a three-year performance cycle that ended December 31, 2025. The table below shows the performance targets and actual results.
Performance Share and Performance-Vested Restricted Stock Unit Targets and Results
| Performance Objective & Payout Modification | Threshold | Target | Maximum | Actual | | Relative TSR | 15 pts below index | Equal to index performance | 15 pts above index | 30.7 pts above index | | Payout Modification | -25% | 0% | +25% | +25% Modification |
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
Policies and Practices Related to the Timing of Grants of Certain Equity Awards 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, which is used to calculate the number of shares covered by awards and establish the exercise price for stock options, 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 high and low trading prices of a common share on the date of the grant (rounded up to the next even penny). The grant price for the 2025 annual grant was $192.86. The high, low and closing prices of an AbbVie common share on the grant date (February 13, 2025) were $194.28, $191.43, and $193.45 respectively. All LTI awards are subject to a minimum vesting period of 12 months. The company does not schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”) or time the release of MNPI based on equity grant dates. The following table presents information regarding option awards granted to our NEOs in the fiscal year ended December 31, 2025, during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
| | | | | | Percentage | | | | | | | change in the | | | | | | | closing market | | | | | | | price of the | | | | | | | securities | | | | | | | underlying the | | | | | | | award between | | | | | | | the trading day | | | | | | | ending | | | | | | | immediately | | | | | | | prior to the | | | | | | | disclosure of | | | | | | | material | | | | | | | nonpublic | | | | | | | information and | | | | | | | the trading day | | | | | | | beginning | | | | | | | immediately | | | | | | | following the | | | | Number of | Exercise | | disclosure of | | | | securities | price of the | Grant date fair | material | | | | underlying the | award | value of the | nonpublic | | Name | Grant date | award | ($/Share) | award | Information(1) | | Robert A. Michael | 2/13/2025 | 83,333 | $192.86 | $3,199,154 | 1.45% | | Scott T. Reents | 2/13/2025 | 27,343 | $192.86 | $1,049,698 | 1.45% | | Jeffrey R. Stewart | 2/13/2025 | 33,854 | $192.86 | $1,299,655 | 1.45% | | Azita Saleki-Gerhardt | 2/13/2025 | 25,000 | $192.86 | $959,750 | 1.45% | | Roopal B. Thakkar | 2/13/2025 | 25,000 | $192.86 | $959,750 | 1.45% |
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
| (1) On February 14, 2025, the company reported its financial results for the fiscal year ended December 31, 2024 on Form 10-K. |
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS AbbVie does not have employment agreements with any of its NEOs.
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, they are 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.”
EXCISE TAX GROSS-UPS
EXCISE TAX GROSS-UPS AbbVie does not provide excise tax gross-ups on NEO severance or other payments in connection with a change in control.
INSIDER TRADING POLICY
| ● | AbbVie’s compensation structure contributes to a corporate culture that encourages our NEOs to regard AbbVie as a long-term employer. For example, equity awards vest over multi-year periods, which encourages NEOs to consider the long-term impact of their decisions and align their interests with those of AbbVie’s stockholders. |
INSIDER TRADING POLICY
| ● | AbbVie’s annual incentive program is based on multiple performance measures, balancing earnings achievement with other factors. Since earnings are a key component of stock price performance, this aspect of AbbVie’s compensation plan also promotes alignment with stockholder interests. |
INSIDER TRADING POLICY
| ● | AbbVie does not include certain pay design features that may have the potential to encourage excessive risk-taking, such as: over-weighting toward annual incentives, highly leveraged payout curves, unreasonable thresholds or dramatic changes in payout opportunity at certain performance levels that may encourage inappropriate short-term business decisions to meet payout thresholds. |
INSIDER TRADING POLICY
| ● | AbbVie’s annual long-term incentive program focuses NEOs on longer-term operating performance and aligns NEOs with stockholder interests through the use of multi-year performance periods and multiple performance measures, including relative total stockholder return. AbbVie’s NEOs received roughly two-thirds of their total direct compensation in the form of long-term incentives (20% of which are stock options that may vest over a three-year period and 80% of which are performance-based awards that may vest over a three-year performance period). |
INSIDER TRADING POLICY
| ● | AbbVie makes equity awards and sets grant prices at the same time each year, at the compensation committee’s regularly scheduled meeting in February. In addition, AbbVie does not award discounted stock options or immediately vested equity awards to NEOs. |
INSIDER TRADING POLICY
| ● | AbbVie’s compensation committee has the ability to exercise downward discretion in determining annual incentive plan payouts. |
INSIDER TRADING POLICY
| ● | AbbVie’s compensation committee is required to clawback excess compensation in the event of a restatement, plus retains broad discretion to clawback compensation in the event of a material breach of the AbbVie Code of Business Conduct. |
INSIDER TRADING POLICY
| ● | AbbVie requires mandatory training on its code of conduct and policies and procedures to educate its employees on appropriate behaviors and the consequences of taking inappropriate actions. |
INSIDER TRADING POLICY
The risk assessment results were presented to the compensation committee by its independent compensation consultant. Summary Compensation Table This section contains compensation information for AbbVie’s NEOs for the fiscal year ended December 31, 2025. The following table summarizes compensation awarded to, earned by and/or paid to AbbVie’s NEOs in connection with their service to AbbVie during 2025, 2024 and 2023, as applicable. The section of this proxy statement captioned “Compensation Plan Elements” describes in greater detail the information reported in this table.
INSIDER TRADING POLICY
| | | | | | | | Change | | | | | | | | | | | in Pension | | | | | | | | | | | Value and | | | | | | | | | | | Non‑qualified | | | | | | | | | | Non‑Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4)(5) | ($)(6) | ($) | | Robert A. Michael | 2025 | 1,700,000 | 0 | 13,268,456 | 3,199,154 | 5,200,000 | 8,647,081 | 516,293 | 32,530,984 | | Chairman of the Board and | 2024 | 1,607,404 | 0 | 7,915,762 | 1,888,269 | 4,590,000 | 2,008,986 | 482,096 | 18,492,517 | | Chief Executive Officer | 2023 | 1,427,376 | 0 | 5,440,297 | 1,365,031 | 3,000,000 | 3,019,112 | 189,504 | 14,441,320 | | Scott T. Reents | 2025 | 1,124,116 | 0 | 4,353,512 | 1,049,698 | 2,350,000 | 3,002,879 | 472,797 | 12,353,002 | | Executive Vice President, Chief | 2024 | 1,073,077 | 0 | 4,166,190 | 993,826 | 2,250,000 | 2,010,658 | 498,603 | 10,992,354 | | Financial Officer | 2023 | 973,077 | 0 | 4,029,950 | 1,011,112 | 1,850,000 | 2,012,889 | 309,684 | 10,186,712 | | Jeffrey R. Stewart | 2025 | 1,315,726 | 0 | 5,390,310 | 1,299,655 | 2,950,000 | 3,742,237 | 737,376 | 15,435,304 | | Executive Vice President, Chief | 2024 | 1,277,404 | 0 | 5,165,930 | 1,232,350 | 2,900,000 | 2,645,088 | 826,528 | 14,047,300 | | Commercial Officer | 2023 | 1,188,500 | 0 | 4,190,943 | 1,051,574 | 2,525,000 | 5,791,678 | 601,863 | 15,349,558 | | Azita Saleki-Gerhardt | 2025 | 1,052,581 | 0 | 3,980,457 | 959,750 | 2,200,000 | 1,778,878 | 820,310 | 10,791,976 | | Executive Vice President, Chief | 2024 | 1,021,923 | 0 | 3,874,447 | 924,239 | 2,100,000 | 1,052,397 | 943,475 | 9,916,481 | | Operations Officer | 2023 | 941,005 | 0 | 2,740,197 | 687,562 | 1,850,000 | 2,361,465 | 719,423 | 9,299,652 | | Roopal B. Thakkar | 2025 | 1,146,154 | 0 | 3,980,457 | 959,750 | 2,350,000 | 1,416,715 | 59,767 | 9,912,843 | | Executive Vice President, | | | | | | | | | | | Research & Development and | | | | | | | | | | | Chief Scientific Officer | | | | | | | | | |
INSIDER TRADING POLICY
| (1) In accordance with Securities and Exchange Commission (SEC) rules, the amounts in this column represent the aggregate grant date fair value of the awards determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. AbbVie generally determines the grant date fair value of stock awards by multiplying the number of shares 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 and performance-vested restricted stock units is determined assuming target performance (the most probable outcome as of the grant date), and the value of the performance shares with a TSR market condition is determined using the Monte Carlo simulation model. Assuming the maximum level of performance conditions will be achieved for all performance shares and performance-vested restricted stock units, the grant date fair values for Mr. Michael, Mr. Reents, Mr. Stewart, Dr. Saleki-Gerhardt, and Dr. Thakkar, would be $29,971,291, $9,833,878, $12,175,733, $8,991,103, and $8,991,103, respectively. |
INSIDER TRADING POLICY
| (2) In accordance with SEC rules, the amounts in this column represent the aggregate grant date fair value of the awards determined in accordance with FASB ASC Topic 718. These amounts were determined as of the option grant date using a Black-Scholes stock option valuation model. These amounts are being reported solely for the purpose of comparative disclosure in accordance with the SEC rules. There is no certainty that the amount determined using a Black-Scholes stock option valuation model would be the value, if any, eventually realized by the NEO. The weighted-average assumptions used to estimate the grant date fair value of options granted in 2025, along with the weighted-average grant date fair value, are shown below: |
INSIDER TRADING POLICY
| Assumption | | | Risk‑free interest rate | 4.32% | | Average life of options (years) | 5.8 | | Volatility | 24.55% | | Dividend yield | 3.69% | | Fair value per stock option | $38.39 |
INSIDER TRADING POLICY
| (3) The compensation reported in this column for 2025 was earned as a performance-based incentive award pursuant to the AbbVie Performance Incentive Plan. Additional information regarding the plan can be found in the “Compensation Plan Elements” section of this proxy statement. |
INSIDER TRADING POLICY
| (4) The plan amounts shown below are reported in this column, excluding negative amounts under the AbbVie Pension Plan and the AbbVie Supplemental Pension Plan in accordance with SEC rules. The amounts shown below beside each NEO’s name are for 2025, 2024, and 2023, respectively, as applicable. |
INSIDER TRADING POLICY
AbbVie Pension Plan R. Michael: $273,824 / $3,402 / $119,233; S. Reents: $95,464 / $31,435 / $90,112; J. Stewart: $152,820 / $23,084 / $277,907; A. Saleki-Gerhardt: $134,069 / $76,048 / $190,794; and R. Thakkar: $66,982. AbbVie Supplemental Pension Plan R. Michael: $7,873,176 / $1,669,967 / $2,776,666; S. Reents: $2,363,834 / $1,479,025 / $1,627,895; J. Stewart: $2,629,286 / $1,682,840 / $4,918,891; A. Saleki-Gerhardt: $620,095 / $(329,624) / $1,462,884; and R. Thakkar: $1,349,733. Non-Qualified Defined Contribution Plan Earnings The totals in this column include reportable interest credited under the AbbVie Performance Incentive Plan and the AbbVie Supplemental Savings Plan grantor trusts, which are described further in footnote (6). The reportable interest amounts shown below beside each NEO’s name are for 2025, 2024, and 2023, respectively, as applicable. R. Michael: $500,081 / $335,617 / $123,213; S. Reents: $543,581 / $500,198 / $294,882; J. Stewart: $960,131 / $939,164 / $594,880; and A. Saleki-Gerhardt: $1,024,714 / $1,052,397 / $707,787.
INSIDER TRADING POLICY
| (5) The change in pension value during the applicable year is attributable to changes in actuarial assumptions (primarily discount rate and mortality tables) and other factors based on plan design (primarily pay, service and age). The actuarial assumptions used for purposes of calculating present value for the 2025 reporting year are described in footnote (1) to the Pension Benefits Table. |
INSIDER TRADING POLICY
In addition to the effect of the changes in actuarial assumptions, the change in pension value reflects the application of the benefit formulas under the Pension Plan and the Supplemental Pension Plan, which are described in the section of this proxy statement captioned “Pension Benefits.” As participants’ pay changes, the formulas yield revised pension values. Furthermore, as a participant ages and service credit accumulates year over year (before the participant is eligible for unreduced pension benefits), the present value of their pension benefits increases, even without changes in pay or actuarial assumptions. The increase in Mr. Michael’s change in pension value from 2024 to 2025, as shown in footnote (4), is primarily due to the following: (1) Mr. Michael’s pay adjustments in recognition of his new responsibilities as Chairman and CEO, which resulted in an increase in his 5-year final average earnings under the benefit formulas, and (2) Mr. Michael turning age 55 in 2025, which resulted in a one-time increase in the present value of his subsidized early retirement benefits payable for service after 2003, since upon reaching that milestone his benefit is actuarially reduced from age 62 under the Pension Plan and age 60 under the Supplemental Pension Plan (instead of from age 65).
INSIDER TRADING POLICY
| (6) The amounts shown below are reported in this column for 2025. |
INSIDER TRADING POLICY
Earnings for Non-Qualified Defined Contribution Plans R. Michael: $169,220; S. Reents: $327,713; J. Stewart: $631,388; and A. Saleki-Gerhardt: $725,085. Each of the NEOs’ awards under the AbbVie Performance Incentive Plan is paid in cash to the NEO on a current basis and, for eligible NEOs, may be deposited into a grantor trust established by the NEO, net of maximum tax withholdings. Each eligible NEO has also established a grantor trust in connection with the AbbVie Supplemental Savings Plan. These amounts include earnings under those grantor trusts, net of the reportable interest previously included in the 2025 proxy statement. Employer Contributions to Defined Contribution Plans R. Michael: $85,000; S. Reents: $56,206; J. Stewart: $65,786; A. Saleki-Gerhardt: $52,629; and R. Thakkar: $17,500. These amounts include AbbVie contributions to the AbbVie Savings Plan and the AbbVie Supplemental Savings Plan, as applicable. The Supplemental Savings Plan permits eligible NEOs to contribute amounts in excess of the annual limit set by the Internal Revenue Code for employee contributions to 401(k) plans up to the excess of (i) 18 percent of their base salary over (ii) the amount contributed to the AbbVie Savings Plan. AbbVie matches participant contributions at the rate of 250 percent of the first 2 percent of compensation contributed to the plan. Eligible NEOs may choose to have these amounts paid to them in cash on a current basis and deposited into a grantor trust established by the NEO, net of maximum tax withholdings. Other 2025 Compensation The totals shown in the table include the cost of providing a corporate automobile less the amount reimbursed by the NEO: R. Michael: $32,262; S. Reents: $35,166; J. Stewart: $23,598; A. Saleki-Gerhardt: $25,992; and R. Thakkar: $5,993. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups. The totals shown in the table include a financial planning services allowance for each NEO: R. Michael: $10,000; S. Reents: $10,000; J. Stewart: $10,000; A. Saleki-Gerhardt: $10,000; and R. Thakkar: $10,000. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups. The totals shown in the table include the following costs for non-business-related air travel and services less the amount reimbursed by the NEO: R. Michael: $212,609; S. Reents: $41,403; and R. Thakkar: $23,966. AbbVie determines the incremental cost for flights based on the direct cost to AbbVie, including fuel costs, parking, handling and landing fees, catering, travel fees, and other miscellaneous direct costs. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups. The totals shown in the table also include the cost of seasonal gifts for all NEOs. AbbVie imputes income to the NEO, if required, and the NEO pays taxes in accordance with tax regulations without gross-ups. The NEOs also are eligible to receive an annual executive physical, as well as participate in an executive disability benefit described in the “Potential Payments upon Termination or Change in Control” section of this proxy statement. 2025 Grants of Plan-Based Awards The following table shows information about non-equity incentive awards and summarizes the equity awards granted under the AbbVie Amended and Restated 2013 Incentive Stock Program to the NEOs during 2025.
INSIDER TRADING POLICY
| | | | | | | | | All Other | | | | | | | | | | | | Option | | | | | | | | | | | | Awards: | Exercise | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Numbers of | or Base | Fair Value | | | | Under Non-Equity | | | Under Equity | | | Securities | Price of | of Stock | | | | Incentive Plan Awards(1) | | | Incentive Plan Awards | | | Underlying | Option | and Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Options | Awards | Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | ($) | | R. Michael | | (1) | $2,805,000 | $5,610,000 | | | | | | | | | 2/13/2025 | | | | 12,444 | 33,184(2) | 82,960 | | | $6,868,756(4) | | | 2/13/2025 | | | | 16,592 | 33,184(3) | 66,368 | | | 6,399,700(4) | | | 2/13/2025 | | | | | | | 83,333(5) | $192.86 | 3,199,154(6) | | S. Reents | | (1) | 1,359,600 | 2,719,200 | | | | | | | | | 2/13/2025 | | | | 4,083 | 10,888(2) | 27,220 | | | 2,253,707(4) | | | 2/13/2025 | | | | 5,444 | 10,888(3) | 21,776 | | | 2,099,805(4) | | | 2/13/2025 | | | | | | | 27,343(5) | 192.86 | 1,049,698(6) | | J. Stewart | | (1) | 1,591,350 | 3,182,700 | | | | | | | | | 2/13/2025 | | | | 5,055 | 13,481(2) | 33,702 | | | 2,790,432(4) | | | 2/13/2025 | | | | 6,740 | 13,481(3) | 26,962 | | | 2,599,878(4) | | | 2/13/2025 | | | | | | | 33,854(5) | 192.86 | 1,299,655(6) | | A. Saleki-Gerhardt | | (1) | 1,273,080 | 2,546,160 | | | | | | | | | 2/13/2025 | | | | 3,733 | 9,955(2) | 24,887 | | | 2,060,585(4) | | | 2/13/2025 | | | | 4,977 | 9,955(3) | 19,910 | | | 1,919,872(4) | | | 2/13/2025 | | | | | | | 25,000(5) | 192.86 | 959,750(6) | | R. Thakkar | | (1) | 1,320,000 | 2,640,000 | | | | | | | | | 2/13/2025 | | | | 3,733 | 9,955(2) | 24,887 | | | 2,060,585(4) | | | 2/13/2025 | | | | 4,977 | 9,955(3) | 19,910 | | | 1,919,872(4) | | | 2/13/2025 | | | | | | | 25,000(5) | 192.86 | 959,750(6) |
INSIDER TRADING POLICY
| (1) During 2025, each of the NEOs participated in the AbbVie Performance Incentive Plan (PIP). The awards shown represent the potential value of annual cash incentive awards that could be earned under the PIP assuming target performance (100% of target PIP opportunity) and maximum performance (200% of target PIP opportunity). The PIP does not include a threshold payout level. The PIP provides the compensation committee with discretion to reduce an executive’s award, including no payout. The actual annual cash incentive award earned by the NEO in 2025 under the plan is shown in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” 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 and 2025 Results.” |
INSIDER TRADING POLICY
| (2) This is a performance share award that has the potential to vest at 0% to 250% of target after a three-year performance period and is earned based on company performance in adjusted diluted 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. The threshold amounts shown represent 37.5% of the target performance shares that could have been earned based on threshold adjusted diluted EPS performance of $9.41 (50% payout), adjusted by -25% for threshold relative TSR performance of 15 points below the index. No performance shares would be earned for adjusted diluted EPS performance below threshold. In 2025, AbbVie’s actual adjusted diluted EPS performance resulted in the banking of the award on February 27, 2026 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, 2027. The performance metrics are described in the section of this proxy statement captioned “Compensation Discussion and Analysis—Compensation Plan Elements—Long-Term Incentives and 2025 Results.” |
INSIDER TRADING POLICY
| (3) This is a performance-vested restricted stock unit award that has the potential to vest at 0% to 200% of target in one-third increments during a three-year performance period and is earned based on AbbVie’s return on invested capital (ROIC) relative to a group made up of companies that are constituents in either the S&P |
INSIDER TRADING POLICY
| 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. The threshold amounts shown represent 50% of the target performance-vested restricted stock units that may be earned at threshold ROIC performance of 40th to 50th percentile during the three-year performance period. No performance-vested restricted stock units would be earned for ROIC performance below threshold. In 2025, AbbVie’s relative ROIC performance resulted in the vesting on February 27, 2026 of one-third of the award at 200% 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 and 2025 Results.” |
INSIDER TRADING POLICY
| (4) The grant date fair value of stock awards is generally determined by multiplying the number of shares granted (at target, for the performance shares and performance-vested restricted stock unit awards) 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. See footnote (1) of the Summary Compensation Table for more information. In the event of a grantee’s death or termination due to disability, these awards will be deemed earned either based on actual performance through the date of death or disability or at target, depending on which is greater and/or the timing of the death or disability, as set forth in the award agreements. 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.” |
INSIDER TRADING POLICY
| (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 termination due to 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 Amended and Restated 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. |
INSIDER TRADING POLICY
| (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. |
INSIDER TRADING POLICY
2025 Outstanding Equity Awards at Fiscal Year End The following table summarizes the outstanding AbbVie equity awards held by the NEOs at year end.
INSIDER TRADING POLICY
| | Option Awards(1) | | | | Stock Awards | | | | | | | | | | | | | Equity | | | | | | | | | Equity | Incentive | | | | | | | | | Incentive | Plan Awards: | | | | | | | | | Plan Awards: | Market or | | | | | | | | | Number of | Payout Value | | | Number of | Number of | | | | Market | Unearned | of Unearned | | | Securities | Securities | | | Number of | Value of | Shares | Shares | | | Underlying | Underlying | | | Shares of | Shares of | or Other | or Other | | | Unexercised | Unexercised | Option | Option | Stock That | Stock That | Rights That | Rights That | | | Options -(#) | Options -(#) | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | | Name | Exercisable | Unexercisable | Price -($) | Date | Vested -(#) | Vested -($) | Vested -(#) | Vested -($) | | R. Michael | 8,030 | — | $114.3600 | 2/14/2028 | | | 24,060(2) | $5,497,469 | | | 54,517 | — | 79.0200 | 2/20/2029 | | | 36,131(2) | 8,255,572 | | | 106,382 | — | 93.5000 | 2/19/2030 | | | 66,368(2) | 15,164,424 | | | 65,217 | — | 105.9200 | 2/17/2031 | | | — | — | | | 48,161 | — | 144.5400 | 2/16/2032 | | | — | — | | | 30,385 | 15,192(2) | 149.6200 | 2/15/2033 | | | — | — | | | 19,963 | 39,925(2) | 175.2800 | 2/14/2034 | | | — | — | | | — | 83,333(2) | 192.8600 | 2/12/2035 | | | — | — | | S. Reents | 11,810 | — | 114.3600 | 2/14/2028 | | | 17,822(2) | 4,072,149 | | | 19,470 | — | 79.0200 | 2/20/2029 | | | 19,016(2) | 4,344,966 | | | 28,641 | — | 93.5000 | 2/19/2030 | | | 21,776(2) | 4,975,598 | | | 15,527 | — | 105.9200 | 2/17/2031 | | | — | — | | | 11,383 | — | 144.5400 | 2/16/2032 | | | — | — | | | 22,507 | 11,253(2) | 149.6200 | 2/15/2033 | | | — | — | | | 10,507 | 21,013(2) | 175.2800 | 2/14/2034 | | | — | — | | | — | 27,343(2) | 192.8600 | 2/12/2035 | | | — | — | | J. Stewart | 16,070 | — | 114.3600 | 2/14/2028 | | | 18,534(2) | 4,234,834 | | | 49,099 | — | 93.5000 | 2/19/2030 | | | 23,580(2) | 5,387,794 | | | 43,478 | — | 105.9200 | 2/17/2031 | | | 26,962(2) | 6,160,547 | | | 37,215 | — | 144.5400 | 2/16/2032 | | | — | — | | | 23,408 | 11,703(2) | 149.6200 | 2/15/2033 | | | — | — | | | 13,029 | 26,056(2) | 175.2800 | 2/14/2034 | | | — | — | | | — | 33,854(2) | 192.8600 | 2/12/2035 | | | — | — | | A. Saleki-Gerhardt | 47,870 | — | 61.3600 | 2/15/2027 | | | 12,118(2) | 2,768,842 | | | 23,160 | — | 114.3600 | 2/14/2028 | | | 17,685(2) | 4,040,846 | | | 34,267 | — | 79.0200 | 2/20/2029 | | | 19,910(2) | 4,549,236 | | | 73,649 | — | 93.5000 | 2/19/2030 | | | — | — | | | 42,236 | — | 105.9200 | 2/17/2031 | | | — | — | | | 35,026 | — | 144.5400 | 2/16/2032 | | | — | — | | | 15,305 | 7,652(2) | 149.6200 | 2/15/2033 | | | — | — | | | 9,771 | 19,542(2) | 175.2800 | 2/14/2034 | | | — | — | | | — | 25,000(2) | 192.8600 | 2/12/2035 | | | — | — | | R. Thakkar | 18,003 | — | 93.5000 | 2/19/2030 | | | 4,277(2) | 977,252 | | | 7,763 | — | 105.9200 | 2/17/2031 | | | 8,366(2) | 1,911,547 | | | 7,005 | — | 144.5400 | 2/16/2032 | | | 19,910(2) | 4,549,236 | | | 5,402 | 2,700(2) | 149.6200 | 2/15/2033 | | | — | — | | | 4,623 | 9,245(2) | 175.2800 | 2/14/2034 | | | — | — | | | — | 25,000(2) | 192.8600 | 2/12/2035 | | | — | — |
INSIDER TRADING POLICY
| (1) Except as noted, the stock options are fully vested. |
INSIDER TRADING POLICY
| (2) The vesting dates of AbbVie unexercisable stock options and unvested performance share and performance-vested restricted stock unit awards outstanding at December 31, 2025 are as follows: |
INSIDER TRADING POLICY
| | Option Awards | | | | Stock or Unit Awards | | | | Number of | | | | | | | | Unexercised | Number of | Number of | Number of | | | | | Shares | Option | Option | Option | Number of | Number of | | | Remaining | Shares | Shares | Shares | Shares of | Shares of | | | from | Vesting— | Vesting— | Vesting— | Restricted | Restricted | | | Original | Date | Date | Date | Stock or | Stock or | | Name | Grant | Vested 2026 | Vested 2027 | Vested 2028 | Units | Units Vesting | | R. Michael | 15,192 | 15,192 - 2/16 | | | 18,045 | (a) | | | 39,925 | 19,963 - 2/15 | 19,962 - 2/15 | | 6,015 | (b) | | | 83,333 | 27,778 - 2/13 | 27,778 - 2/13 | 27,777 - 2/13 | 21,679 | (c) | | | | | | | 14,452 | (d) | | | | | | | 33,184 | (e) | | | | | | | 33,184 | (f) | | S. Reents | 11,253 | 11,253 - 2/16 | | | 13,367 | (a) | | | 21,013 | 10,507 - 2/15 | 10,506 - 2/15 | | 4,455 | (b) | | | 27,343 | 9,115 - 2/13 | 9,114 - 2/13 | 9,114 - 2/13 | 11,410 | (c) | | | | | | | 7,606 | (d) | | | | | | | 10,888 | (e) | | | | | | | 10,888 | (f) | | J. Stewart | 11,703 | 11,703 - 2/16 | | | 13,901 | (a) | | | 26,056 | 13,028 - 2/15 | 13,028 - 2/15 | | 4,633 | (b) | | | 33,854 | 11,285 - 2/13 | 11,285 - 2/13 | 11,284 - 2/13 | 14,148 | (c) | | | | | | | 9,432 | (d) | | | | | | | 13,481 | (e) | | | | | | | 13,481 | (f) | | A. Saleki-Gerhardt | 7,652 | 7,652 - 2/16 | | | 9,089 | (a) | | | 19,542 | 9,771 - 2/15 | 9,771 - 2/15 | | 3,029 | (b) | | | 25,000 | 8,334 - 2/13 | 8,333 - 2/13 | 8,333 - 2/13 | 10,611 | (c) | | | | | | | 7,074 | (d) | | | | | | | 9,955 | (e) | | | | | | | 9,955 | (f) | | R. Thakkar | 2,700 | 2,700 - 2/16 | | | 3,208 | (a) | | | 9,245 | 4,623 - 2/15 | 4,622 - 2/15 | | 1,069 | (b) | | | 25,000 | 8,334 - 2/13 | 8,333 - 2/13 | 8,333 - 2/13 | 5,020 | (c) | | | | | | | 3,346 | (d) | | | | | | | 9,955 | (e) | | | | | | | 9,955 | (f) |
INSIDER TRADING POLICY
| (a) These are performance shares that remained outstanding and unvested on December 31, 2025, from an award made on February 16, 2023. The award has the potential to vest at 0% to 187.5% of target after a three-year performance period based on company performance in adjusted diluted 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 2023, AbbVie’s adjusted diluted EPS performance resulted in the banking of the award at 150% of target, with vesting to be determined based on the company’s relative TSR performance during the three-year performance period that ends December 31, 2025. In 2025, AbbVie’s three-year relative TSR performance resulted in a final vesting on February 27, 2026 of the award at 187.5% of target. |
INSIDER TRADING POLICY
| (b) These are performance-vested restricted stock units that remained outstanding and unvested on December 31, 2025, from an award made on February 16, 2023. The award has the potential to vest at 0% to 200% of target in one-third increments during a three-year performance period based on AbbVie’s return on invested capital (ROIC) 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 2025, AbbVie’s relative ROIC performance resulted in the vesting on February 27, 2026 of one-third of the award at 200% of target. |
INSIDER TRADING POLICY
| (c) These are performance shares that remained outstanding and unvested on December 31, 2025, from an award made on February 15, 2024. The award has the potential to vest at 0% to 250% of target after a three-year performance period based on company performance in adjusted diluted 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 2024, AbbVie’s adjusted diluted 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 three-year performance period that ends December 31, 2026. |
INSIDER TRADING POLICY
| (d) These are performance-vested restricted stock units that remained outstanding and unvested on December 31, 2025, from an award made on February 15, 2024. The award has the potential to vest at 0% to 200% of target in one-third increments during a three-year performance period based on AbbVie’s return on invested capital (ROIC) 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 2025, AbbVie’s relative ROIC performance resulted in the vesting on February 27, 2026 of one-third of the award at 200% of target. |
INSIDER TRADING POLICY
| (e) These are performance shares that remained outstanding and unvested on December 31, 2025, from an award made on February 13, 2025. The award has the potential to vest at 0% to 250% of target after a three-year performance period based on company performance in adjusted diluted 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 2025, AbbVie’s adjusted diluted 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 three-year performance period that ends December 31, 2027. |
INSIDER TRADING POLICY
| (f) These are performance-vested restricted stock units that remained outstanding and unvested on December 31, 2025, from an award made on February 13, 2025. The award has the potential to vest at 0% to 200% of target in one-third increments during a three-year performance period based on AbbVie’s return on invested capital (ROIC) 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 2025, AbbVie’s relative ROIC performance resulted in the vesting on February 27, 2026 of one-third of the award at 200% of target. |
INSIDER TRADING POLICY
2025 Option Exercises and Stock Vested 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 2025:
INSIDER TRADING POLICY
| | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | Value | Shares | Value | | | Acquired On | Realized On | Acquired On | Realized On | | Name | Exercise (#) | Exercise ($) | Vesting (#) | Vesting ($) | | R. Michael | - | $- | 61,362 | $12,826,499 | | S. Reents | - | - | 31,681 | 6,533,867 | | J. Stewart | 25,700 | 3,353,224 | 59,488 | 12,257,940 | | A. Saleki-Gerhardt | 42,370 | 6,082,652 | 52,335 | 10,762,748 | | R. Thakkar | - | - | 17,473 | 3,563,969 |
PENSION BENEFITS
PENSION BENEFITS During 2025, 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. 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.
PENSION PLAN
PENSION PLAN The Pension Plan is a broad-based plan that covers many 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.
PENSION PLAN
| A. | 1.10% of 5-year final average earnings multiplied by years of benefit service after 2003. |
PENSION PLAN
| 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 monthly average earnings immediately preceding retirement (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. |
PENSION PLAN
| C. | 1.10% of 5-year final average earnings multiplied by years of benefit service prior to 2004. |
PENSION PLAN
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. 5-year 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 5 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. Michael, Mr. Reents, Dr. Saleki-Gerhardt, Mr. Stewart, and Dr. Thakkar 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:
PENSION PLAN
| ● | 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 monthly average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. |
PENSION PLAN
| ● | 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 monthly average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. Benefit C above 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. |
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:
SUPPLEMENTAL PENSION PLAN
| ● | 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. |
SUPPLEMENTAL PENSION PLAN
| ● | 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. |
SUPPLEMENTAL PENSION PLAN
| ● | 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 |
SUPPLEMENTAL PENSION PLAN
| 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. |
SUPPLEMENTAL PENSION PLAN
| ● | 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. Michael, Mr. Reents, Dr. Saleki-Gerhardt, Mr. Stewart, and Dr. Thakkar are eligible for early retirement benefits under the plan. |
SUPPLEMENTAL PENSION 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 their 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 they are first elected as an officer funded through a grantor trust. |
SUPPLEMENTAL PENSION PLAN
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 their trust are insufficient.
PENSION BENEFITS TABLE
PENSION BENEFITS TABLE
PENSION BENEFITS TABLE
| | | | Present | | | | | Number of | Value of | Payments | | | | Years | Accumulated | During Last | | | | Credited | Benefit | Fiscal Year | | Name | Plan Name | Service (#) | ($)(1) | ($) | | R. Michael | AbbVie Pension Plan | 33 | $1,111,100 | $0 | | | AbbVie Supplemental Pension Plan | 33 | 21,063,786 | 2,121,436(2) | | S. Reents | AbbVie Pension Plan | 18 | 656,248 | 0 | | | AbbVie Supplemental Pension Plan | 18 | 8,956,071 | 1,585,221(2) | | J. Stewart | AbbVie Pension Plan | 34 | 1,255,369 | 0 | | | AbbVie Supplemental Pension Plan | 34 | 16,441,940 | 2,462,662(2) | | A. Saleki-Gerhardt | AbbVie Pension Plan | 33 | 1,594,801 | 0 | | | AbbVie Supplemental Pension Plan | 33 | 13,548,201 | 792,146(2) | | R. Thakkar | AbbVie Pension Plan | 22 | 497,168 | 0 | | | AbbVie Supplemental Pension Plan | 22 | 4,356,453 | 0 |
PENSION BENEFITS TABLE
| (1) AbbVie calculated these present values using: (i) a discount rate of 5.85% for the Pension Plan and a discount rate of 5.77% 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 Pri-2012 Healthy Annuitant table with white collar adjustment projected fully generationally with MP2021 mortality improvement scale), but do not include a factor for preretirement termination, mortality, or disability. |
PENSION BENEFITS TABLE
| (2) During 2025, 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 the NEO under the plan. Grantor trusts are |
PENSION BENEFITS TABLE
described in greater detail in the section of this proxy statement captioned “Compensation Plan Elements—Benefits—Retirement Benefits.”
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table summarizes Mr. Stewart’s and Dr. Saleki-Gerhardt’s non-qualified deferred compensation under the AbbVie Deferred Compensation Plan. No additional contributions have been made to their account under the plan since such time as they 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.
Non-Qualified Deferred Compensation
| Name | Plan Name(1)(2) | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($)(4) | | J. Stewart | Deferred Compensation Plan | 0 | 0 | 9,837 | 42,058 | 121,226 | | A. Saleki-Gerhardt | Deferred Compensation Plan | 0 | 0 | 125,985 | 0 | 806,203 |
Non-Qualified Deferred Compensation
| (1) Mr. Stewart and Dr. Saleki-Gerhardt ceased contributions to the Deferred Compensation Plan in 2009 and 2008, respectively. |
Non-Qualified Deferred Compensation
| (2) 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 the AbbVie Savings 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 2025, the weighted average rate of return credited to the account was 8.5% for Mr. Stewart and 18.5% for Dr. Saleki-Gerhardt. |
Non-Qualified Deferred Compensation
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.
Non-Qualified Deferred Compensation
| (3) The amounts reported in this column are not included in the Summary Compensation Table of this proxy statement. |
Non-Qualified Deferred Compensation
| (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. |
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 median employee and the annual total compensation of Robert Michael, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The ratio of Mr. Michael’s annual total compensation for 2025, as reported in the Summary Compensation Table of this proxy statement, to the median employee annual total compensation determined on the same basis was 192:1. For 2025, the annual total compensation of our median employee (other than Mr. Michael) was $169,019. To identify the median employee, we prepared a list of active AbbVie employees throughout the world as of December 19, 2025, which was the last payroll date in 2025. Because we use the last payroll date of the applicable year as the determination date, it may vary from year-to-year. The consistently applied compensation measure used to identify the median employee was annual base pay and target bonus, using hours worked during 2025 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, taking into account demographic characteristics that we believe best represent a typical AbbVie employee, including tenure, location, employment status and applicable compensation and benefit programs.
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2021, 2022, 2023, 2024, and 2025. For additional information about our performance-based pay philosophy and how we align executive compensation with AbbVie’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based on | | | | | | Summary | | Summary | | Average Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | Total | Total | Net | Adjusted | | | Table Total | Actually Paid | Table Total | Actually Paid | Table Total for | Actually Paid to | Shareholder | Shareholder | Income | Diluted | | Year | for PEO | to PEO | for Former PEO | to Former PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Return | $MM | EPS | | | ($)(a) | ($)(b) | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($) | ($)(g) | | 2025 | $32,530,984 | $57,365,441 | $— | $— | $12,123,281 | $24,187,185 | $259.36 | $186.74 | $4,226 | $10.00 | | 2024 | 18,492,517 | 33,323,947 | 28,502,888 | 67,567,568 | 11,314,957 | 20,324,464 | 194.82 | 150.75 | 4,278 | 10.12 | | 2023 | | | 25,661,972 | 34,672,518 | 12,319,311 | 12,199,327 | 163.86 | 143.33 | 4,863 | 11.11 | | 2022 | | | 26,287,185 | 67,395,343 | 9,125,252 | 20,275,581 | 164.23 | 133.03 | 11,836 | 13.77 | | 2021 | | | 23,912,154 | 66,387,875 | 11,035,630 | 24,203,425 | 132.40 | 123.44 | 11,542 | 11.83 |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (a) The dollar amounts reported are the total compensation reported for Mr. Michael (PEO) for fiscal years 2024 and 2025, and Mr. Gonzalez (former PEO, who served as PEO until July 1, 2024) for fiscal years 2021, 2022, 2023 and 2024 in the “Total” column of the Summary Compensation Table. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (b) The dollar amounts reported represent the “compensation actually paid” to Mr. Michael for fiscal years 2024 and 2025, and to Mr. Gonzalez (former PEO) for fiscal years 2021, 2022 and 2023, and 2024, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Michael or Mr. Gonzalez during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the reported “Total” in the Summary Compensation Table for the applicable year is adjusted to determine the “compensation actually paid” amount as follows: |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (1) The amount reflected in the “Stock Award” and “Option Award” columns of the Summary Compensation Table with respect to Mr. Michael and Mr. Gonzalez has been deducted from the Summary Compensation Table Total and substituted with an equity award value for each year calculated by adding or subtracting, as applicable, the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| end of such year, accounting for any banking of the award resulting from adjusted diluted EPS performance (as reflected in footnote (2) to the Outstanding Equity Awards at Fiscal Year End Table); (ii) the change in fair value from the end of the prior fiscal year of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year, accounting for any adjustment based on relative TSR performance on awards for which the performance period ends as of this date (as reflected in footnote (2) to the Outstanding Equity Awards at Fiscal Year End Table); (iii) for awards granted in prior fiscal years that vested in the applicable fiscal year, the amount equal to the change in value as of the vesting date (from the end of the prior fiscal year); and (iv) the dollar value of dividends accrued on equity awards in the applicable year prior to the vesting date (excluding option awards, which do not carry dividend equivalent rights) that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year. The valuation assumptions used to calculate fair values on equity awards other than options are the same as those disclosed at the time of grant. Stock option awards are valued using a Black-Scholes model at the time of grant (as disclosed in footnote (2) to the Summary Compensation Table) with subsequent fair value calculations performed using a Lattice model. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the following table represent each of the amounts deducted and added to the equity award values for Mr. Michael for the 2025 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (b) of the pay versus performance table:
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| | | | Grant Date | Year-end | Change in | Change in | | | | | Total Equity | Fair Value of | Fair Value of | Fair Value as of | Fair Value as of | | | | | Value | Equity Awards | Equity Awards | Year-End of Any | the Vesting Date | Total | | | | Reflected in | Granted | Granted | Prior Year | of Any Prior Year | Equity Value | | | | Summary | During | During | Awards that | Awards that | Reflected in | | | | Compensation | Applicable | Applicable | Remain Unvested | Vested During | Compensation | | Year | PEO Name | Table | Year | Year | as of Year-End | Applicable Year | Actually Paid | | 2025 | Robert A. Michael | $16,467,610 | $(16,467,610) | $33,774,613 | $12,801,133 | $2,315,453 | $48,891,199 |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (2) The pension benefit value reported in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the Summary Compensation Table for the 2025 fiscal year is adjusted to account for the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Michael during 2025 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment during 2025 that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the following table represent each of the amounts deducted and added to the change in pension value for Mr. Michael for the 2025 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (b) of the pay versus performance table:
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| | | Total Change | | | | | | | | in Pension | | | Prior | Total Change in | | | | Value Reflected | Change in | Service Costs | Service Costs | Pension Value | | | | in the Summary | Pension Value | Attributable | Introduced | Reflected in | | | | Compensation | for the | to the | During the | Compensation | | Year | PEO Name | Table | Applicable Year | Applicable Year | Applicable Year | Actually Paid | | 2025 | Robert A. Michael | $8,147,000 | $(8,147,000) | $557,868 | $N/A | $557,868 |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (c) The dollar amounts reported represent the average of the amounts reported for AbbVie’s named executive officers (NEOs) as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, S. Reents, J. Stewart, A. Saleki-Gerhardt and R. Thakkar; (ii) for 2024, S. Reents, J. Stewart, A. Saleki-Gerhardt and T. Richmond; (iii) for 2023, R. Michael, S. Reents, J. Stewart and A. Saleki-Gerhardt; (iv) for 2022, R. Michael, S. Reents, L. Schumacher, J. Stewart and A. Saleki-Gerhardt; and (v) for 2021, R. Michael, L. Schumacher, M. Severino and J. Stewart. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (d) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). The average total compensation for the NEOs as a group (excluding the PEO) for each year was adjusted using the same methodology described above in footnote (b) to determine the compensation actually paid. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the following table represent the average of the amounts deducted and added to the equity award values for AbbVie’s named executive officers (NEOs) as a group (excluding the PEO) for the 2025 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (d) of the pay versus performance table:
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| | | | Grant Date | Year-end | Change in | Change in | | | | | Total Equity | Fair Value of | Fair Value of | Fair Value as of | Fair Value as of | | | | | Value | Equity Awards | Equity Awards | Year-End of Any | the Vesting Date | Total | | | | Reflected in | Granted | Granted | Prior Year | of Any Prior Year | Equity Value | | | | Summary | During | During | Awards that | Awards that | Reflected in | | | | Compensation | Applicable | Applicable | Remain Unvested | Vested During | Compensation | | Year | NEO Names | Table | Year | Year | as of Year-End | Applicable Year | Actually Paid | | 2025 | See footnote (c) | $5,493,397 | $(5,493,397) | $11,266,889 | $6,458,837 | $1,325,284 | $19,051,010 |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the following table represent each of the amounts deducted and added to the change in pension value for AbbVie’s named executive officers (NEOs) as a group (excluding the PEO) for the 2025 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (d) of the pay versus performance table:
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| | | Total Change | | | | | | | | in Pension | | | Prior | Total Change in | | | | Value Reflected | Change in | Service Costs | Service Costs | Pension Value | | | | in the Summary | Pension Value | Attributable | Introduced | Reflected in | | | | Compensation | for the | to the | During the | Compensation | | Year | NEO Names | Table | Applicable Year | Applicable Year | Applicable Year | Actually Paid | | 2025 | See footnote (c) | $1,853,071 | $(1,853,071) | $359,361 | $N/A | $359,361 |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (e) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between AbbVie’s share price at the end and the beginning of the measurement period by AbbVie's share price at the beginning of the measurement period. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (f) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NYSE Arca Pharmaceutical Index, our peer group used for purposes of Item 201(e) of Regulation S-K. |
REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE
| (g) As required by Item 402(v) of Regulation S-K, AbbVie has determined that adjusted diluted EPS is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to AbbVie’s NEOs to company performance for the most recently completed fiscal year. Adjusted diluted EPS is a non-GAAP measure that represents diluted earnings per share adjusted to exclude certain specified items, as described in Appendix B. Adjusted diluted EPS includes an unfavorable impact related to acquired IPR&D and milestone expenses of $2.76 in 2025, $1.52 in 2024, $0.42 in 2023, $0.39 in 2022, and $0.90 in 2021. |
Comparative Analysis of the Pay versus Performance Table
Comparative Analysis of the Pay versus Performance Table AbbVie’s compensation program is designed to attract and retain executives whose talents and contributions sustain long-term growth by aligning their interests with the drivers of stockholder returns and supporting their achievement of AbbVie’s primary business goals. AbbVie considers several performance measures to ensure executives are incentivized to accomplish these objectives, many of which are not presented in the pay versus performance table. The charts and descriptions below explain the relationship between the columns presented in the pay versus performance table.
Comparison of “Compensation Actually Paid” to TSR
Comparison of “Compensation Actually Paid” to TSR The chart below demonstrates that the “compensation actually paid” amounts shown for Mr. Michael (for 2024-2025) and Mr. Gonzalez (for 2021-2024) and average “compensation actually paid” to the other NEOs (see footnote (c) to the pay versus performance table) is aligned with AbbVie’s cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with AbbVie’s cumulative TSR over the period presented reflects that a significant portion of the compensation actually paid to Mr. Michael and Mr. Gonzalez, as applicable, and to the other NEOs is comprised of equity awards. Moreover, AbbVie’s executive compensation philosophy and design is fundamentally based on a commitment to align pay and performance.
Comparison of “Compensation Actually Paid” to Net Income
Comparison of “Compensation Actually Paid” to Net Income AbbVie’s net income was approximately $11.5 billion in 2021, $11.8 billion in 2022, $4.9 billion in 2023, $4.3 billion in 2024, and $4.2 billion in 2025. Mr. Michael’s “compensation actually paid” was approximately $33 million in 2024 and $57 million in 2025. Mr. Gonzalez’s “compensation actually paid” was approximately $66 million in 2021, $67 million in 2022, $35 million in 2023 and $68 million in 2024. The average “compensation actually paid” to AbbVie’s other NEOs (see footnote (c) to the pay versus performance table) was approximately $24 million in 2021, $20 million in 2022, $12 million in 2023, $20 million in 2024, and $24 million in 2025.
Comparison of “Compensation Actually Paid” to Company-Selected Measure (Adjusted Diluted EPS)
Comparison of “Compensation Actually Paid” to Company-Selected Measure (Adjusted Diluted EPS) AbbVie’s annualized adjusted diluted EPS was $11.83 in 2021, $13.77 in 2022, $11.11 in 2023, $10.12 in 2024, and $10.00 in 2025. Mr. Michael’s “compensation actually paid” was approximately $33 million in 2024 and $57 million in 2025. Mr. Gonzalez’s “compensation actually paid” was approximately $66 million in 2021, $67 million in 2022, $35 million in 2023, and $68 million in 2024, and the average “compensation actually paid” to AbbVie’s other NEOs (see footnote (c) to pay versus performance table) was approximately $24 million in 2021, $20 million in 2022, $12 million in 2023, $20 million in 2024, and $24 million in 2025. While AbbVie uses numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted diluted EPS is the financial performance measure that, in AbbVie’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to AbbVie’s performance. AbbVie places significant emphasis on achieving positive EPS outcomes because it reflects strong operating dynamics in the underlying business, which is imperative for sustained long-term growth.
POTENTIAL PAYMENTS UPON TERMINATION – GENERALLY
POTENTIAL PAYMENTS UPON TERMINATION – GENERALLY In accordance with AbbVie’s longstanding practice, the company has not entered into employment agreements with its NEOs. NEOs do not have any rights or entitlements to any cash termination or severance payments or equity vesting acceleration outside of the change in control context and subsequent termination of an NEO (double trigger), as discussed in more detail below. The following summarizes the payments that the NEOs would have received if their employment had terminated on December 31, 2025. 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 eligible NEOs would receive the following average annual earnings payments over such 10-year period: Mr. Michael, $1,120,589; Mr. Reents, $1,014,234; Mr. Stewart, $1,714,914; and Dr. Saleki-Gerhardt, $1,770,549. In addition, the following one-time deposits would have been made under the AbbVie Supplemental Pension Plan grantor trust for each of the following eligible NEOs, respectively: Mr. Michael, $7,253,931; Mr. Reents, $1,455,800; Mr. Stewart, $1,847,863; and Dr. Saleki-Gerhardt, $0. As of December 31, 2025, Mr. Michael, Mr. Reents, Mr. Stewart, Dr. Saleki-Gerhardt, and Dr. Thakkar 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. Michael, $260,000; Mr. Reents, $117,500; Mr. Stewart, $147,500; Dr. Saleki-Gerhardt, $110,000; and Dr. Thakkar, $117,500. 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, their unvested stock options, performance-vested restricted stock unit awards and performance shares would have vested on December 31, 2025 with values as set forth below in the subsection of this proxy statement captioned “Equity Awards.”
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, 2027, and can be renewed for successive five-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. As discussed in more detail below, AbbVie’s internal policies and individual change in control agreements with its NEOs prohibit a cash lump sum payment in excess of 2.99 times an NEO’s annual salary and annual incentive (“bonus”) award, unless stockholders ratify an exception. 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, they are entitled to receive a lump sum payment equal to 2.99 their annual salary and 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 during a potential change in control (see below), they are 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 employee 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 under the Supplemental Pension Plan. 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 forfeited 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, 2025, immediately followed by one of the covered circumstances described above, Mr. Michael, Mr. Reents, Mr. Stewart, Dr. Saleki-Gerhardt, and Dr. Thakkar would have been entitled to receive the following payments and benefits under the change in control agreements:
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
| ● | Mr. Michael: cash termination payments—$15,149,956; additional Supplemental Pension Plan benefits—$11,180,056; welfare and fringe benefits—$100,344. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
| ● | Mr. Reents: cash termination payments—$8,869,337; additional Supplemental Pension Plan benefits—$4,998,371; welfare and fringe benefits—$79,500. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
| ● | Mr. Stewart: cash termination payments—$11,020,724; additional Supplemental Pension Plan benefits—$4,983,424; welfare and fringe benefits—$98,928. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
| ● | Dr. Saleki-Gerhardt: cash termination payments—$8,543,382; additional Supplemental Pension Plan benefits—$2,066,415; welfare and fringe benefits—$75,299. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
| ● | Dr. Thakkar: cash termination payments—$7,534,800; additional Supplemental Pension Plan benefits—$9,165,146; welfare and fringe benefits—$78,094. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
Because the termination date is assumed to occur at the end of the 2025 performance period, the cash termination payments include an amount reflecting the excess, if any, of (a) the bonus entitlement under the change in control agreements, which would be based on the higher of target performance and the average bonus for the past three years, over (b) the actual bonus earned by the NEO for the 2025 performance period, as shown in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.”