DEF 14A of Bristol Myers Squibb Co, Mar 28, 2024

DEF 14A of Bristol Myers Squibb Co

Filed Mar 28, 2024 · FY20230001140361-24-016251

Open on EDGAR

  1. 2024 Director Nominees

    2024 Director Nominees

  2. Our Board of Directors

    Our Board of Directors Our Board of Directors (the “Board”) has nominated 10 current directors, Peter J. Arduini, Deepak L. Bhatt, M.D., M.P.H., Christopher Boerner, Ph.D., Julia A. Haller, M.D., Manuel Hidalgo Medina, M.D., Ph.D., Paula A. Price, Derica W. Rice, Theodore R. Samuels, Karen H. Vousden, Ph.D., and Phyllis R. Yale, to serve as directors of Bristol Myers Squibb. Gerald L. Storch will retire from the Board effective after the Annual Meeting. Giovanni Caforio, M.D., our current Executive Board Chair, will retire from the Board on April 1, 2024, and the size of the Board will be reduced to 11 directors. All of our nominees are willing to serve as directors and have consented to being named in our proxy materials. When elected, these directors will hold office until the 2025 Annual Meeting or until their successors are duly elected. We believe that tone is set at the top, so we begin this section on our Board by introducing you to who we are. We follow that with sections on how our directors are selected and elected, how we govern and are governed, how we are organized, how you can communicate with us and how we are paid. We ask in Item 1 for your voting support so we can continue our important work and build on our significant successes in 2024.

  3. Overview of 2024 Director Nominees Skills, Age & Tenure

    Overview of 2024 Director Nominees Skills, Age & Tenure

  4. Overview of 2024 Director Nominees Skills, Age & Tenure

    | Bristol Myers Squibb 2024 Proxy Statement | 4 |

  5. Overview of 2024 Director Nominees Diversity Background

    Overview of 2024 Director Nominees Diversity Background Our 10 Director nominees provide the Board with a comprehensive diversity of background.

  6. Overview of 2024 Director Nominees Diversity Background

    | Bristol Myers Squibb 2024 Proxy Statement | 5 |

  7. Item 1—Election of the Board of Directors

    Item 1—Election of the Board of Directors

  8. 2024 Director Nominees

    2024 Director Nominees The following biographies of our director nominees reflect their Board Committee membership and Chair positions as of the date of this year’s Annual Meeting. Each of our Board members has experience and skills in the enumerated categories included in our skills matrix chart above; however, we have designated in the biographies only the top three to five skills to indicate that a director has particular strength in those areas.

  9. 2024 Director Nominees

    | | Christopher S. Boerner, Ph.D. Board Chair & Chief Executive Officer of the Company DIRECTOR SINCE: 2023 AGE: 53 | BOARD COMMITTEES • None | OTHER PUBLIC COMPANY BOARDS • None | | EXPERIENCE • Bristol Myers Squibb, Chief Executive Officer (November 2023-present) • Board Chair (April 2024) • Board Member (2023-present) • Executive Vice President, Chief Operating Officer (April 2023- October 2023) • Executive Vice President, Chief Commercialization Officer (2018-2023) • Head of International Markets (2017-2018); Head of U.S. Commercial Markets (2015-2017) • Held leadership roles of increasing responsibility at Seattle Genetics, Inc. (2010-2015) • Served in marketing leadership roles at Genentech (2002-2010) • Worked for McKinsey & Company, earlier in his career, serving global pharmaceutical and biotechnology clients | | KEY SKILLS AND EXPERIENCE • Healthcare • Sales & Marketing • Financial • Risk Management OTHER • Board of Directors of PhRMA (Pharmaceutical Research and Manufacturers of America) • Board member, Chair of the Nominating and Corporate Governance Committee of Achaogen, Inc. (2014-2015) | |

  10. 2024 Director Nominees

    | | Theodore R. Samuels Lead Independent Director & Chair of the Committee on Directors and Corporate Governance DIRECTOR SINCE: 2017 AGE: 69 | BOARD COMMITTEES • Committee on Directors and Corporate Governance (Chair) • Audit Committee | OTHER PUBLIC COMPANY BOARDS • Centene Corporation • Iron Mountain Incorporated FORMER PUBLIC COMPANY BOARD • Stamps.com • Perrigo Company plc | | EXPERIENCE • President of the Capital Guardian Trust Company (2010-2016) • Capital Group Representative for Focusing Capital on the Long Term (2014-2015) • Board member, Capital Group (2005-2009); Capital Group Audit Committee; Capital Group Finance Committee (2013-2016); Chair of Capital International (North America) Proxy Committee; Capital Guardian Trust Company (North American) Management Committee member • Portfolio Manager at Capital Group (1990-2016 and analyst 1981-1990) | | KEY SKILLS AND EXPERIENCE • Financial • Sales & Marketing • Risk Management • International OTHER • Director of BJC HealthCare • Trustee of Children’s Hospital Los Angeles Foundation; served as Director of Children’s Hospital Los Angeles (2004-2019; co-chair 2012-2015) • Director of the Edward Mallinckrodt, Jr. Foundation • Director of Research Corporation Technologies, Inc. • Trustee of the John Burroughs School, St. Louis • Co-Chair of Tuft’s President Council (2016-2022) | |

  11. 2024 Director Nominees

    | Bristol Myers Squibb 2024 Proxy Statement | 6 |

  12. 2024 Director Nominees

    | | Peter J. Arduini Chair of the Compensation and Management Development Committee DIRECTOR SINCE: 2016 AGE: 59 | BOARD COMMITTEES • Compensation and Management Development Committee (Chair) | OTHER PUBLIC COMPANY BOARDS • GE Healthcare FORMER PUBLIC COMPANY BOARD • Integra LifeSciences Holdings Corporation | | EXPERIENCE • President and Chief Executive Officer at GE Healthcare, a medical technology and digital solutions innovator (2022-present) • President and Chief Executive Officer at Integra LifeSciences Holdings Corporation (2012-2021); President and Chief Operating Officer (2010-2012) • Corporate Vice President and President of Medication Delivery, Baxter Healthcare (2005-2010) • Spent 15 years at General Electric Healthcare in a variety of management roles for domestic and global businesses, culminating in leading the global functional imaging business | | KEY SKILLS AND EXPERIENCE • Public Company CEO / CFO • Healthcare • Sales & Marketing • Financial OTHER • Board of Directors of AdvaMed (the Advanced Medical Technology Association) • Board of Directors of the National Italian American Foundation • Board of Trustees of Susquehanna University (2016-2022) | |

  13. 2024 Director Nominees

    | | Deepak L. Bhatt, M.D., M.P.H. DIRECTOR SINCE: 2022 AGE: 56 | BOARD COMMITTEES • Science & Technology Committee • Compensation and Management Development Committee | | EXPERIENCE • Director of Mount Sinai Heart and the Dr. Valentin Fuster Professor of Cardiovascular Medicine at the Icahn School of Medicine (2022-present) • Professor of Medicine at Harvard Medical School; Adjunct Professor of Medicine at Boston University School of Medicine (2012-2022) • Executive Director of Interventional Cardiovascular Programs at Brigham and Women’s Hospital (2013-2022) • Cardiologist at Kent Hospital, Rhode Island (2018-2022) • Cardiologist at Dana Farber Cancer Institute (2009-2022) • Interventional Cardiologist at VA Boston Healthcare (2008-2022); Chief of Cardiology (2008-2013) • Held a number of roles of increasing responsibility at the Cleveland Clinic in Cleveland, Ohio, in addition to being an attending physician, including Associate Director of the Cleveland Clinic Cardiovascular Coordinating Center, Director of the interventional cardiology fellowship, and Associate Director of the cardiovascular medicine fellowship (2001-2008) | | KEY SKILLS AND EXPERIENCE • Science / Technology / Innovation • Healthcare • Academia / Non-Profit |

  14. 2024 Director Nominees

    | Bristol Myers Squibb 2024 Proxy Statement | 7 |

  15. 2024 Director Nominees

    | | Julia A. Haller, M.D. Chair of the Science & Technology Committee DIRECTOR SINCE: 2019 AGE: 69 | BOARD COMMITTEES • Science & Technology Committee (Chair) • Committee on Directors and Corporate Governance | OTHER PUBLIC COMPANY BOARDS • Opthea Limited • Outlook Therapeutics, Inc. FORMER PUBLIC COMPANY BOARD • Celgene Corporation • Eyenovia, Inc. | | EXPERIENCE • Ophthalmologist-in-Chief of Wills Eye Hospital in Philadelphia, PA, where she holds the William Tasman, M.D. Endowed Chair (2007-present) • Professor and Chair of the Department of Ophthalmology at Sidney Kimmel Medical College at Thomas Jefferson University and Thomas Jefferson University Hospitals (present) • Member of the Johns Hopkins faculty, where she held the Katharine Graham Chair in Ophthalmology (until 2007) • Trained at the Wilmer Eye Institute at Johns Hopkins, where she served as the first female Chief Resident | | KEY SKILLS AND EXPERIENCE • Academia / Non-Profit • Healthcare • Science / Technology / Innovation OTHER • Member of the National Academy of Medicine • Chair of the Board of Trustees for the College of Physicians of Philadelphia • Chair of the HEED Ophthalmic Foundation Board • President of the John Hopkins Medicine Alumni Society | |

  16. 2024 Director Nominees

    | | Manuel Hidalgo Medina, M.D., Ph.D. DIRECTOR SINCE: 2021 AGE: 56 | BOARD COMMITTEES • Committee on Directors and Corporate Governance • Science & Technology Committee | | EXPERIENCE • Professor of Medicine and Chief of Division of Hematology and Medical Oncology at Weill Cornell Medical College (2019-present) • Attending Physician at New York-Presbyterian Hospital (2019-present) • Associate Director, Clinical Services of Mayer Cancer Center, Weill Cornell Medical College (2019-present) • Deputy Associate Director, Clinical Sciences at Dana Farber/ Harvard Cancer Center (2015-2019) • Chief of Division of Hematology, Oncology and Director at Rosenberg Clinical Cancer Center of Beth Israel Deaconess Medical Center (2015-2019) • Professor of Medicine at Harvard University (2015-2019) | | KEY SKILLS AND EXPERIENCE • Science / Technology / Innovation • Healthcare • Academia / Non-Profit • International OTHER • Director of Methods of Special Conference Clinical Cancer Research Course of American Association for Cancer Research (2018-present) • Steering Committee of Pancreatic Cancer Action Network (2016-present) • Director of American Association of Cancer Research (2024 - 2027) |

  17. 2024 Director Nominees

    | Bristol Myers Squibb 2024 Proxy Statement | 8 |

  18. 2024 Director Nominees

    | | Paula A. Price DIRECTOR SINCE: 2020 AGE: 62 | BOARD COMMITTEES • Audit Committee • Committee on Directors and Corporate Governance | OTHER PUBLIC COMPANY BOARDS • Accenture plc • Warner Brothers Discovery FORMER PUBLIC COMPANY BOARD • DaVita, Inc. • Dollar General Corporation • Western Digital Corporation | | EXPERIENCE • Executive Vice President and Chief Financial Officer at Macy’s, Inc. (2018-2020) • Senior Lecturer at Harvard Business School in the Accounting and Management Unit (2014-2018) • Executive Vice President and Chief Financial Officer of Ahold USA (2009-2014) • Senior Vice President, Controller and Chief Accounting Officer at CVS Caremark (2006-2009) | | KEY SKILLS AND EXPERIENCE • Public Company CEO / CFO • Financial • Risk Management • Academia / Non-Profit OTHER • Director of Blue Cross Blue Shield of Massachusetts • Member of Advisory Board of Columbia University Mailman School of Public Health • Director of Mutual of America | |

  19. 2024 Director Nominees

    | | Derica W. Rice Chair of the Audit Committee DIRECTOR SINCE: 2020 AGE: 59 | BOARD COMMITTEES • Audit Committee (Chair) • Compensation and Management Development Committee | OTHER PUBLIC COMPANY BOARDS • Target Corporation • The Walt Disney Company • The Carlyle Group | | EXPERIENCE • Executive Vice President of CVS Health and President, Pharmacy Benefits Business of CVS Caremark (2018-2020) • Executive Vice President of Global Services (2010-2017) and Chief Financial Officer (2006-2017) of Eli Lilly and Company • Vice President and Controller (2003-2006) and various executive positions at Eli Lilly and Company (1990-2005) | | KEY SKILLS AND EXPERIENCE • Public Company CEO / CFO • Financial • Healthcare • Risk Management OTHER • Director of Center for Leadership Development • Director of Tessera Therapeutics | |

  20. 2024 Director Nominees

    | Bristol Myers Squibb 2024 Proxy Statement | 9 |

  21. 2024 Director Nominees

    | | Karen H. Vousden, Ph.D. DIRECTOR SINCE: 2018 AGE: 66 | BOARD COMMITTEES • Compensation and Management Development Committee • Science & Technology Committee | | EXPERIENCE • Principal Group Leader at the Francis Crick Institute in London (2017-present) • Chief Scientist of Cancer Research UK (2016-2022) • Director of the Cancer Research UK (CRUK) Beatson Institute in Glasgow (2002-2016) • Held leadership roles at the National Cancer Institute in Maryland (1995-2002) | | KEY SKILLS AND EXPERIENCE • Academia / Non-Profit • Healthcare • Science / Technology / Innovation • International OTHER • Founder and Consultant of Faeth Therapeutics, Inc. • Member of the Science Advisory Boards of Kovina Therapeutics, the University, Cancer Center Frankfurt, Ludwig Institute for Cancer Research, PMV Pharma, Raze Therapeutics and Volastra Therapeutics • President of the British Association of Cancer Research • Fellow of the Royal Society • Foreign Member of the U.S. National Academy of Sciences |

  22. 2024 Director Nominees

    | | Phyllis R. Yale DIRECTOR SINCE: 2019 AGE: 66 | BOARD COMMITTEES • Audit Committee • Committee on Directors and Corporate Governance | OTHER PUBLIC COMPANY BOARD • DaVita, Inc. | | EXPERIENCE • Bain & Company (1982-present); Advisory Partner • Has served in a number of leadership roles and has been a leader in building Bain’s healthcare practice | | KEY SKILLS AND EXPERIENCE • Financial • Risk Management • Healthcare • Academia / Non-Profit OTHER • Director of Aledade, Inc. • Director of Blue Cross Blue Shield of Massachusetts • Member of the advisory board of Harvard Business School Healthcare Initiative • Member of the advisory board of the Health Policy and Management Department at the Harvard Chan School of Public Health • Member of the board of The Trustees of Reservations, a conservation and preservation organization | |

  23. 2024 Director Nominees

    | Bristol Myers Squibb 2024 Proxy Statement | 10 |

  24. How We Are

    How We Are

  25. Selected and Elected

    Selected and Elected Our executives and employees put a great deal of thought into talent recruitment and retention, and we at the Board level are similarly committed to identifying and attracting the best directors for our company. In the subsections that follow we describe our standards, policies and processes designed to achieve this goal.

  26. Majority Vote Standard and Director Resignation Policy

    Majority Vote Standard and Director Resignation Policy A majority of the votes cast is required to elect directors. To be eligible for nomination to the Board, all director nominees must submit an irrevocable resignation, contingent on (A) that person not receiving a majority of the votes cast in an election that is not a contested election, and (B) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, the Committee on Directors and Corporate Governance, without participation by any director tendering their resignation, will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board, without participation by any director tendering their resignation, will act on the resignation, taking into account the committee’s recommendation at its next regularly scheduled meeting to be held within 60 days after the certification of the shareholder vote. BMS will publicly disclose the Board’s decision and, if such resignation is rejected, the reasons for that decision in a broadly disseminated press release that will also be furnished to the U.S. Securities and Exchange Commission (SEC) on Form 8-K within 90 days after the certification of the shareholder vote. The Committee on Directors and Corporate Governance, in making its recommendation, and the Board, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If any nominee is unable to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors provides for a lesser number of directors.

  27. Criteria for Board Membership

    Criteria for Board Membership As specified in our Corporate Governance Guidelines, members of our Board should be persons with broad experience in areas important to the operation and long-term success of our company. These include areas such as business, science, medicine, finance/accounting, law, business strategy, crisis management, risk management, corporate governance, education or government. Board members should possess qualities reflecting integrity, independence, leadership, good business judgment, wisdom, an inquiring mind, vision, a proven record of accomplishment and an ability to work well with others. The Corporate Governance Guidelines also express the Board’s belief that its membership should continue to reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity.

  28. Director Independence

    Director Independence

  29. Director Independence

    | Our Corporate Governance Guidelines provide that a substantial majority of Board members be independent from management. The Board observes all relevant criteria established by the SEC and the New York Stock Exchange and has adopted independence standards that meet the listing standards of the New York Stock Exchange (See Exhibit A). Our Board has determined that, except for Christopher Boerner, Ph.D., who is our Chief Executive Officer, each of our directors and each director nominee for election at this Annual Meeting is independent of Bristol Myers Squibb and its management. | | 9 out of 10 director nominees are currently independent |

  30. Director Independence

    | Bristol Myers Squibb 2024 Proxy Statement | 11 |

  31. Process for Determining Independence

    Process for Determining Independence In accordance with our Corporate Governance Guidelines, our Board undertakes an annual review of director independence. Under our Corporate Governance Guidelines and the New York Stock Exchange (“NYSE”) listing standards, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company. In March 2024, the Board considered all commercial and charitable relationships of our independent directors and director nominees, including the following relationship, which was deemed immaterial under our categorical standards:

  32. Process for Determining Independence

    | • | Mr. Arduini was appointed President and Chief Executive Officer of GE Healthcare in January 2022. Bristol-Myers Squibb has a prior business relationship with GE Healthcare, pursuant to which we made ordinary course of business payments to GE Healthcare in 2023, including related to some early development and license agreements. All of the business dealings were entered into on terms no more favorable to GE Healthcare than terms that would be available to unaffiliated third parties under similar circumstances, and the payments made by Bristol-Myers Squibb did not exceed the greater of $1 million or 2% of GE Healthcare’s consolidated gross revenues. |

  33. Process for Determining Independence

    The Board determined that none of our independent directors had any relationships that would impair their independence under the NYSE’s independence standards or otherwise.

  34. Compensation of Directors

    Compensation of Directors

  35. Director Compensation Program

    Director Compensation Program We aim to provide a competitive compensation program to attract and retain high quality directors. The Committee on Directors and Corporate Governance (when used in this Compensation of Directors’ section, the “Governance Committee”) annually reviews our directors’ compensation program, including a review of the director compensation programs at our executive compensation peer groups. For 2023 planning, we again engaged an outside consultant, Frederic W. Cook & Co., Inc. (“FWC”), to review market data and competitive information on director compensation. FWC recommended, and the Committee determined, that our executive compensation peer groups should be the primary source for determining director compensation. Upon reviewing FWC’s analysis in December 2022, the Committee determined to make no changes to the director compensation program for service as a director in 2023. As a result, our 2023 director compensation program was identical to our program in 2022. Drs. Caforio and Boerner do not receive any additional compensation for serving as directors. The Committee believes the total compensation package for directors we offered in 2023 was reasonable, and appropriately aligned the interests of directors with the interests of our shareholders by ensuring directors have an equity stake in our company.

  36. The Components of Our Director Compensation Program

    The Components of Our Director Compensation Program In 2023, non-employee directors who served for the entirety of 2023 received:

  37. The Components of Our Director Compensation Program

    | Component | Value of Award | | Annual Retainer | $105,000 | | Annual Equity Award | Deferred Share Units valued at $200,000 | | Lead Independent Director Annual Retainer | $50,000 | | Committee Chair Annual Retainer | $25,000 | | Committee Member (not Chair) Annual Retainer – Audit, Compensation and Management Development, Committee on Directors and Corporate Governance, and Science and Technology Committees | $15,000 |

  38. Annual Equity Award

    Annual Equity Award On February 1, 2023, all non-employee directors serving on the Board at that time received an annual award of deferred share units valued at $200,000 under the 1987 Deferred Compensation Plan for Non-Employee Directors. These deferred share units are non-forfeitable at grant and are settleable solely in shares of our common stock upon retirement from the Board or at a future date previously specified by a director in accordance with the terms of the Plan. A new member of the Board who is eligible to participate in the Plan receives, on the date the director joins the Board, a pro-rata number of deferred share units based on the number of share units payable to participants as of the prior February 1.

  39. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned by our non-employee directors in 2023.

  40. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Option Awards(3) | All Other Compensation(4) | Total | | P. J. Arduini | $135,000 | $200,000 | $0 | $24,678 | $359,678 | | D. L. Bhatt, M.D., M.P.H. | $129,966 | $200,000 | $0 | $0 | $329,966 | | J. A. Haller, M.D. | $141,675 | $200,000 | $0 | $30,000 | $371,675 | | M. Hidalgo Medina, M.D., Ph.D. | $135,000 | $200,000 | $0 | $0 | $335,000 | | P. A. Price | $135,000 | $200,000 | $0 | $30,000 | $365,000 | | D. W. Rice | $145,000 | $200,000 | $0 | $30,000 | $375,000 | | T. R. Samuels | $195,000 | $200,000 | $0 | $30,000 | $425,000 | | G. L. Storch(5) | $145,000 | $200,000 | $0 | $0 | $345,000 | | K. H. Vousden, Ph.D. | $138,408 | $200,000 | $0 | $6,333 | $344,741 | | P. R. Yale | $135,000 | $200,000 | $0 | $30,000 | $365,000 |

  41. Director Compensation Table

    | 1) | Includes the annual retainer, committee chair retainers, committee membership retainers and Lead Independent Director retainer, as applicable. All or a portion of the cash compensation may be deferred until retirement, or a date specified by the director, at the election of the director. The directors listed in the below table deferred the following amounts in 2023, which amounts are included in the figures above. |

  42. Director Compensation Table

    | Bristol Myers Squibb 2024 Proxy Statement | 34 |

  43. Director Compensation Table

    | Name | Dollar Amount Deferred | Percentage of Deferred Amount Allocated to U.S. Total Bond Index | Percentage of Deferred Amount Allocated to Short Term Fund | Percentage of Deferred Amount Allocated to Total Market Index Fund | Percentage of Company Deferred Amount Allocated to Deferred Share Units | Number of Company Deferred Share Units Acquired | | P. J. Arduini | $135,000 | 0% | 0% | 0% | 100% | 2,631 | | D. L. Bhatt, M.D., M.P.H. | $32,491 | 0% | 0% | 0% | 25% | 633 | | J. A. Haller, M.D. | $141,675 | 0% | 0% | 0% | 100% | 2,761 | | M. Hidalgo Medina, M.D., Ph.D. | $8,438 | 0% | 0% | 0% | 25%* | 164 | | D. W. Rice | $145,000 | 0% | 0% | 0% | 100% | 2,826 | | T. R. Samuels | $195,000 | 0% | 0% | 0% | 100% | 3,800 | | G. L. Storch(5) | $145,000 | 0% | 0% | 0% | 100% | 2,826 | | P. R. Yale | $135,000 | 0% | 0% | 0% | 100% | 2,631 |

  44. Director Compensation Table

    | * Per our share retention requirements, directors are required to defer at least 25% of their annual retainer until they attain our share retention requirements. Share retention requirements are evaluated at least quarterly and deferral amounts are appropriately adjusted from time to time to meet this requirement. |

  45. Director Compensation Table

    | 2) | Represents aggregate grant date fair value under FASB ASC Topic 718 of deferred share unit and common stock awards granted during 2023. On February 1, 2023, each of the non-employee directors then serving as a director received a grant of 2,807.806 deferred share units valued at $200,000 based on the fair market value of $71.23 on the grant date. The aggregate number of deferred share units held by each of these directors as of December 31, 2023, is set forth below. In some cases, these figures include deferred share units acquired through elective deferrals of cash compensation. |

  46. Director Compensation Table

    | Name | # of Deferred Share Units | | P. J. Arduini | 47,167 | | D. L. Bhatt, M.D., M.P.H. | 5,506 | | J. A. Haller, M.D. | 22,746 | | M. Hidalgo Medina, M.D., Ph.D. | 9,188 | | P. A. Price | 11,637 | | D. W. Rice | 18,401 | | T. R. Samuels | 42,103 | | G. L. Storch(5) | 82,140 | | K. H. Vousden, Ph.D. | 25,581 | | P. R. Yale | 22,359 |

  47. Director Compensation Table

    | 3) | There have been no stock options granted to directors since 2006 and except as noted below, no non-employee Director had stock options outstanding as of December 31, 2023. On November 20, 2019, in connection with her appointment to the Board effective upon the closing of the Celgene transaction, Dr. Haller’s stock options from Celgene were converted into BMS stock options. The aggregate number of shares of BMS common stock underlying stock options held by Dr. Haller as of December 31, 2023, is set forth below: |

  48. Director Compensation Table

    | Name | # of Shares Underlying Stock Options | | J. A. Haller, M.D. | 83,469 |

  49. Director Compensation Table

    | 4) | Amounts include company matches of charitable contributions under our matching gift program. |

  50. Director Compensation Table

    | 5) | Mr. Storch will retire from our Board effective after the 2024 Annual Meeting. |

  51. Director Compensation Table

    | Bristol Myers Squibb 2024 Proxy Statement | 35 |

  52. Director Compensation Table

    On behalf of the Compensation and Management Development Committee (when used in this Compensation Discussion & Analysis (“CD&A”), the “Committee” or “CMDC”), I would like to express our sincere gratitude to all BMS employees across the globe whose dedication to advancing our mission enables us to deliver consistently for patients. Our focus remains on supporting and engaging the company’s global workforce—ensuring BMS’ talent development and total rewards programs aid in attracting and retaining top talent while appropriately emphasizing pay for performance in a competitive marketplace, and aligning management’s interests with the interests of our shareholders. As you know, 2023 marked a change in leadership for the company, with Chris Boerner becoming CEO on November 1. At that time, Giovanni Caforio transitioned from his role as CEO to the Executive Chair position, from which he will step down on April 1, 2024. We previously disclosed the updated compensation arrangements to reflect the change in leadership. The compensation for Chris is predominantly performance-based subject to the attainment of one or more pre-established corporate-wide goals, and places particular importance on long-term value creation. This is consistent with the structure of how we have paid our senior executives. As Executive Chair, Dr. Caforio maintained the same salary and bonus opportunity as he had when he decided to retire from the role of CEO. We continually evaluate our executive compensation programs and believe they are sufficiently calibrated to drive the management team’s focus on continued strategic execution and delivering long-term, sustainable growth. Under the leadership of the management team, the company has established a younger and more diversified portfolio than ever before, an impressive roster of mid-to-late stage registrational assets, and a deep and innovative early-stage pipeline. Also, through sound management, we built and maintained a strong financial foundation that provides tremendous flexibility to pursue strategic opportunities and return capital to shareholders. Each year, the CMDC completes a thorough review of our executive compensation program to ensure the program remains properly aligned with our strategic priorities. Among other changes, for the 2023 annual bonus program and 2023-2025 PSUs, we replaced the Total Revenues metric with a metric measuring aggregate In-Line and New Product Revenues, components which are critical to our growth. For 2024, among other changes, we further simplified the annual bonus program by moving to a single revenue metric, replacing the earnings per share metric with operating income, and removing the individual performance factor. Together, these changes further simplified the annual bonus program and allow our senior executives to focus collectively on a set of defined critical priorities that are necessary to meet our long-term strategic goals. As evidenced by the recent leadership transition, our Company is best served when the Board, and the CMDC are properly focused on thoughtful succession planning and talent development. The orderly transition of our leadership was the product of a multi-year, thoughtful and deliberative process. The CMDC worked together with the Committee on Directors and Corporate Governance, the full Board and external experts to make sure the transition announcement did not disrupt the operations of the company or our commitment to provide medicines to patients faster, and also ensured that key talent below the CEO level was properly retained providing continuity and focus on execution of our strategy. The Committee will continue its longstanding practice of reviewing with the CEO the performance, potential and development opportunities for the senior executives who make up the leadership team, with a view toward prudent succession planning. Furthering our commitment to empowering employees, the Committee continued to focus on our broader talent development programs. These programs are designed to provide employees with ample opportunities to learn and grow—positioning them to hone new skills and make the greatest possible impact. We are proud of the role employees play in creating a patient-centric culture at BMS and pushing the boundaries of what is achievable across the organization. We are committed to making sure our compensation program design reflects shareholder perspectives gathered through ongoing engagement efforts. The engagement process is critical, as it gives the Committee diverse viewpoints to consider as part of its annual compensation program review. We are grateful for all input shared with us in the past year, including related to our leadership transition, progress against our inclusion and diversity and ESG priorities, and executive compensation, including the inclusion of key ESG-metrics in our short-term incentive program. We look forward to a continued dialogue. Finally, it has been an honor to serve as Chair of this Committee and a member of your Board in pursuit of our vision to transform patients’ lives through science. It has been a pleasure to serve with such a dedicated and talented group of individuals, including Peter Arduini, who will succeed me as Chair of the Committee. Gerald Storch, Chair

  53. Director Compensation Table

    | Bristol Myers Squibb 2024 Proxy Statement | 36 |

  54. Dr. Boerner’s Compensation Arrangements

    | Annual Base Salary: Increased from $1,300,000 to $1,500,000 | Annual Target Bonus Opportunity: Increased from 120% to 150% of base salary | Annual Total Target Cash Compensation: Increased from $2,860,000 to $3,750,000 |

  55. Dr. Boerner’s Compensation Arrangements

    | • Effective March 10, 2023, in his role as Chief Commercialization Officer, he received long-term incentive awards with a value of $4,600,000, representing a grant at 136% of target. Consistent with the design of the long-term executive program for all executives, Dr. Boerner received 60% of his March 10, 2023 award as performance share units ($2,760,000) and 40% of as market share units ($1,840,000). | • Effective November 1, 2023, to align Dr. Boerner’s long-term incentive value for his position as Chief Executive Officer, he received an additional long-term incentive award valued at $1,600,000, which brought the total value of his long-term incentive award for 2023 to $6,200,000. Consistent with his March 10, 2023, award, he received 60% in the form of performance share units ($960,000) and 40% as market share units ($640,000). |

  56. Dr. Boerner’s Compensation Arrangements

    Severance Benefits: There were no changes to Dr. Boerner’s severance benefits in the event he is terminated involuntarily, not for cause and absent a change in control in his role as Chief Executive Officer. He is eligible to receive severance pay equal to two times his base salary. This is the same level of benefit available to all other Named Executive Officers. Change in Control: There were no changes to Dr. Boerner’s severance benefits in the event of a change in control in his role as Chief Executive Officer. His benefits are the same as those available to the majority of our other Named Executive Officers. Perquisites: Dr. Boerner will receive the same company perquisites available to other Named Executive Officers, which are limited to financial planning and counseling services, company-paid annual executive wellbeing checkups and in certain exigent circumstances, air travel. Total Compensation Package: Dr. Boerner’s total compensation package is positioned at approximately the 25th percentile among Chief Executive Officers within our current primary peer group and PHRA survey peers. The Committee believes Dr. Boerner’s compensation package positions him appropriately among his peers when taking multiple factors into consideration, including Dr. Boerner’s new tenure as Chief Executive Officer.

  57. Dr. Caforio’s Transition Arrangements

    | Annual Base Salary: Remains unchanged at $1,775,000 | Annual Target Bonus Opportunity: Remains unchanged at 150% of base salary |

  58. Dr. Caforio’s Transition Arrangements

    Long-term Incentive: Dr. Caforio’s most recent long-term incentive award was granted March 10, 2023, in his role as CEO. Dr. Caforio did not receive any additional long-term incentive awards in connection with his role as Executive Chair and did not receive any annual long-term incentive awards on March 10, 2024.

  59. Highlights of 2023 Compensation Program

    Highlights of 2023 Compensation Program For 2023, the Committee reviewed our program in light of our strategic priorities and as a result, we made a change to our incentive plans revenue metric to balance short term priorities with the longer-term goal of revenue renewal through the remainder of the decade as well as sustainable long-term growth. Accordingly, for the 2023 annual bonus and 2023-2025 PSUs, we removed the previous Total Revenues metric and replaced it with a metric measuring aggregate In-Line and New Product Revenue—as these two components of our product portfolio are critical to our growth. Additionally, for 2023-2025 PSUs, to simplify measurement and reduce variability, the measurement of relative Total Shareholder Return (TSR) was changed to a spread methodology using Relative Total Shareholder Return Compound Annual Growth Rate (“rTSR CAGR”). Certain modifications, highlighted below, describe these updates to the 2023 executive compensation program from 2022 that were made to encourage and reward our executives’ ongoing commitment to execute on our long-term strategic priorities. 2023 Design Supports Revenue Renewal and Execution of Our Core Strategy:

  60. Highlights of 2023 Compensation Program

    | Annual Incentive (Paid in cash) | Company Performance Factors | | | Individual Performance Factor | | | EPS | Critical measure of annual profitability, aligning our employees with our shareholders | | • Committee judgment applied against pre-defined and measurable operational, financial, and strategic objectives • Clear performance objectives are set at the beginning of each year to align with our company’s goals • Executives are assessed on “Results” and demonstration of “Values”—assessments are used as the basis for making individual compensation decisions | | | In-Line and New Product Revenue | Foundation of long-term sustainable growth and competitive superiority | | | | | New Product Portfolio | Increases focus on strategic priority of revenue renewal | | | | | Pipeline | Near-Term Value | Have evolved to: • Drive improved decision-making and operational rigor • Ensure alignment with combined company’s portfolio | | | | | Long-Term Growth Potential | | | | | | Qualitative Overlay | | | | | ESG Scorecard | Aligned to our commitments on sustainability and social impact | | |

  61. Highlights of 2023 Compensation Program

    | Long-Term Incentive (Paid in shares) | | • Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Operating Margin (25%), In-Line and New Product Revenue (40%) and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year performance period. | | • Important component of attracting specialized talent • Rewards creation of incremental shareholder value • Provides a mix of short, medium and long-term performance periods • Multi-year vesting helps to promote retention while maintaining pay-for- performance link |

  62. Looking Forward: 2024 Compensation Program

    Looking Forward: 2024 Compensation Program 2024 marks a critical period––we are writing the next chapter in our long history, and from now through the remainder of the decade, we are singularly focused on our long-term strategic priorities of revenue renewal, rapidly progressing science to deliver more medicines to more patients faster, and further enhancing productivity and efficiency within our research and development (R&D) program to identify assets with an increased probability of making it to market. The CMDC reviewed our program in light of our strategic priorities to ensure alignment. For the 2024 annual incentive plan, 35% is based on achieving growth portfolio revenue, 30% is based on achieving operating income, together accounting for a total of 65% of the annual incentive plan. The remaining 25% portion is based on our pipeline progression and, for senior executives, 10% on performance against our ESG priorities. The annual incentive plan has been updated to remove individual performance from the calculation of our NEOs’ and senior executives payouts. This is an important change as it reinforces the necessity for our senior leaders to work together on the achievement of our most critical priorities, which are represented by our company performance goals. Additionally, for the long-term incentive plan 2024 performance share unit awards, the revenue metric is also based on growth portfolio revenue and, consistent with prior years, the earnings metric is based on operating margin. The remaining 35%, consistent with prior years, is based on relative TSR. For 2024 market share units, performance will be measured using our Total Return (i.e., share price growth and dividends paid over the performance period) over a three-year period, with the entire award vesting at the end of the three-year period. The change to measure performance based on Total Return aligns to our investment profile, which provides returns to our shareholders through both share price growth and our dividend yield. By measuring performance over three years, with vesting occurring at the end of this period, we have aligned the performance period with our performance share units, to create consistency in how we measure performance and returns, while also strengthening the retentive value of these awards. Together, these changes further simplify the compensation program and provides greater clarity to executives so they can focus on executing the company’s strategy and driving sustainable long-term value for our shareholders.

  63. Looking Forward: 2024 Compensation Program

    | Annual Incentive (Paid in cash) | Company Performance Factors | | | Individual Performance | | | Operating Income New for 2024 | Critical measure of annual profitability, aligning our employees with our shareholders | | • No individual performance component. Payout based solely on the company performance | | | Growth Portfolio Revenue (35%) New for 2024 | • Foundation of long-term sustainable growth and competitive superiority. • Increases focus on strategic priority of revenue renewal. | | | | | Pipeline | Near-Term Value | Have evolved to: • Drive improved decision-making and operational rigor • Ensure alignment with combined company’s portfolio | | | | | Long-Term Growth Potential | | | | | | Qualitative Overlay | | | | | ESG Scorecard | Aligned to our commitments on sustainability and social impact | | |

  64. Looking Forward: 2024 Compensation Program

    | Long-Term Incentive (Paid in shares) | | • Rewards the achievement of financial goals and further aligns executive compensation with the interests of our shareholders — Operating Margin (25%), Growth Portfolio Revenue (40%) and relative Total Shareholder Return CAGR (35%), each measured over an applicable three-year performance period. | | • Rewards stock price appreciation, inclusive of the value of dividend equivalents accumulated during the performance period • Important component of attracting specialized talent • Rewards creation of incremental shareholder value • Promotes retention while maintaining pay-for-performance link |

  65. Executive Compensation Philosophy and Principles

    | In 2023, the Committee reviewed how all the elements of our compensation program design worked together, focusing on the balance between short-term and long-term compensation and performance, top-line and bottom-line results, absolute and relative factors, and internal and market-based performance metrics. In evaluating 2023 performance, the Committee determined that the compensation of our executives appropriately reflects: • our financial and operational results; • the execution and advancement of the company’s long-term strategy in 2023; • the Committee’s holistic assessment of the individual performance of our executives; and • the execution of key regulatory milestones to renew our portfolio. We believe that the execution of our strategy will continue to create sustainable long-term value for shareholders. |

  66. Executive Compensation Philosophy and Principles

    | | Competitive Compensation | • We operate in a highly complex and competitive business environment that requires that we attract, retain and engage executives capable of leading our business. • By providing compensation that is competitive with our peer companies, we reduce the risk that our competitors can successfully recruit our executives. We are also able to maintain the highest ongoing levels of engagement of these talented executives to facilitate and sustain high performance. |

  67. Benchmarking Analysis and Compensation Peer Groups

    Benchmarking Analysis and Compensation Peer Groups

  68. Benchmarking Approach

    Benchmarking Approach In general, our executive compensation program seeks to provide total direct compensation at the median of our primary peer group and/or Willis Towers Watson Pharmaceutical Human Resources Association Executive Compensation Survey (the “PHRA Survey”) peers (as defined below) when targeted levels of performance are achieved. In any given year, however, total direct compensation for a particular executive may be above or below the median of our primary peer group due to multiple factors. These factors include qualifications, experience, responsibilities, contribution, individual performance, role criticality and/or potential as well as attracting and retaining talent within the highly competitive biopharmaceutical industry. We define total direct compensation as base salary plus target annual incentive award plus the grant date fair value of annual long-term equity incentive awards. Providing competitive pay when targeted levels of performance are achieved allows us to attract and retain the talent we need to continue driving performance, while enabling us to maintain a competitive cost base with respect to compensation expense.

  69. Benchmarking Process

    Benchmarking Process The Committee’s independent compensation consultant annually conducts and shares with the Committee a review of compensation for our Named Executive Officers, including compensation information compiled from publicly filed disclosures of our primary and extended peer groups as well as the PHRA Survey. Pay levels of our primary and PHRA Survey peers, among other factors, are used as a reference point when determining individual pay decisions (i.e., base salary levels, target annual incentive levels and long-term equity incentive award size). For 2023, the independent compensation consultant was Farient Advisors LLC (“Farient”).

  70. Benchmarking Process

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  71. Benchmarking Process

    The market data as applicable, is determined for our CEO and CFO and our other NEOs based on the prior year’s compensation and is reviewed by the Committee to inform compensation decisions made in March of each year as follows:

  72. Benchmarking Process

    | | Data Source | Weighting | | CEO and CFO | • Blended Peer Proxy and PHRA Survey Data | • 50% Proxy Data and 50% Survey Data | | Other NEOs | • PHRA Survey Data | • 100% Survey Data |

  73. 2023 Peer Groups

    2023 Peer Groups We regularly monitor the composition of our peer groups and make changes when appropriate. The Committee, with the help of Farient, reviewed our peer groups for 2023 and determined that all of the peer companies continued to be appropriate and that we would not make any changes to the peer groups. Our peer groups in 2023 consisted of the following companies:

  74. 2023 Peer Groups

    | 1) | Our extended peer group includes the primary peer group plus the five listed companies based outside the U.S. |

  75. 2023 Peer Groups

    Primary Peer Group and PHRA Survey Peers: The Committee believes the companies included in our 2023 primary peer group are appropriate given the unique nature of the biopharmaceutical industry. The companies from these two peer groups represent our primary competitors for executive talent and operate in a similarly complex regulatory and research-driven environment. In determining our primary peer group, we believe emphasis should be placed on whether a company competes directly with us for the specialized talent necessary to further drive our success in creating the leading global biopharmaceutical company. We also consider company size in determining our peer group. In particular, BMS’ revenue approximates the median 2022 revenue of our primary peer group. The median revenue of our primary and extended peer groups were $43.3 and $48.5 billion, respectively. Extended Peer Group: We also selectively utilize an extended peer group, which comprises the eight companies in our primary peer group plus five companies based outside the U.S. This extended peer group as well as PHRA Survey data serves as an additional reference point for compensation practices, including an understanding of the competitive pay environment as it relates to the global nature of both our business and the competition for talent. Our extended peer group is also used to determine the relative Total Shareholder Return (“TSR”) component of our performance share unit awards.

  76. 2023 Peer Groups

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  77. 2023 Target Compensation Benchmarks

    2023 Target Compensation Benchmarks Dr. Boerner’s target compensation approximated the 25th percentile of Chief Executive Officers within our primary peer group and PHRA Survey peers. The Committee believes Dr. Boerner's compensation package positions him appropriately among his peers when considering multiple factors, including his tenure as an executive officer and our CEO and provides opportunities for growth based upon assessment of his performance as CEO. On average, our other Named Executive Officers were generally between the median and the 75th percentile of our primary peer group, with some variation by position. The following charts provide an overview of the 2023 executive compensation components for the CEO and other NEOs, as originally granted, and highlights the percentage of target compensation that is variable and at risk.

  78. 2023 Target Compensation Benchmarks

    | 2023 CEO TARGET PAY MIX | AVERAGE NEO TARGET PAY MIX (EXCL. CEO) |

  79. 2023 Target Compensation Benchmarks

    | • CEO target compensation approximated the 25th percentile of our primary peer group | | • NEO target compensation between the median & 75th percentile of our primary peer group | | | 84% of target pay is performance-based | 65% of target pay delivered in long-term equity incentives with multi-year vesting | 80% of NEO target pay is performance-based | 61% of NEO target pay delivered in long-term equity incentives with multi-year vesting |

  80. 2023 Target Compensation Benchmarks

    This target pay mix supports the core elements of our executive compensation philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, thus aligning our executive compensation program with our business strategy. The following sections discuss the primary components of our executive compensation program and provide detail on how specific pay decisions were made for each NEO in 2023.

  81. 2023 Target Compensation Benchmarks

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  82. 2023 Target Compensation Benchmarks

    Components of Our 2023 Compensation Program

  83. 2023 Target Compensation Benchmarks

    | Core Components of our 2023 Executive Compensation Program for NEOs: | | | Components: | Purpose: | | Base Salary | Fixed component of pay that is reflective of qualifications, experience and role impact; is aligned with comparable positions within our peer group | | Annual Incentive Plan | Rewards annual company performance on key financial and strategic priorities, individual contributions and demonstration of our BMS Values | | Long-Term Incentive Program, comprising: — Performance Share Units — Market Share Units | Aligns executives’ interest with those of our shareholders and focuses executives on the execution of our long-term strategy; awards are 100% performance-based |

  84. Annual Incentive Plan

    Annual Incentive Plan Our annual incentive plan is designed to reward performance that supports our business strategy of creating the leading biopharmaceutical company and our mission to help patients prevail over serious diseases. The annual plan aligns with our business strategy and mission by sharpening management’s focus on key financial, pipeline and ESG goals, as well as by recognizing individual performance (both Results and BMS Values as defined below). The approach to recognize individual performance is consistent with our pay-for-performance philosophy and our focus on not only the Results achieved but whether those results were achieved while demonstrating our BMS Values of integrity, innovation, urgency, passion, accountability and inclusion. Our executives are not only expected to demonstrate our values but they are also expected to be role models of those values for the broader organization. Each NEO’s target annual incentive is expressed as a percentage of base salary, which is set at a level to ensure competitive total direct compensation. Annual incentive awards for each NEO are determined by evaluating both company performance (as measured by the Company Performance Factor) and individual performance (as measured by the Individual Performance Factor (“IPF”)). The maximum incentive opportunity for each NEO is 200% of target. The Company Performance Factor can range from 0% to 150%, based on financial achievements, ESG scorecard and pipeline results, and the IPF can range from 0% to 140%, based on individual performance, subject to a 200% of target maximum payout. The graphic below illustrates the calculation used to determine annual incentive awards.

  85. Annual Incentive Award Calculation for Named Executive Officers

    Annual Incentive Award Calculation for Named Executive Officers

  86. Annual Incentive Award Calculation for Named Executive Officers

    | Target Annual Bonus (As percentage of NEO base salary)X | Company Performance Factor (Based on achievement of financial, ESG and pipeline metrics)X | Individual Performance Factor (Based on achievement of pre-defined objectives aligned with strategic goals) | = | Annual Bonus |

  87. Annual Incentive Award Calculation for Named Executive Officers

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  88. Annual Incentive Award Calculation for Named Executive Officers

    The target annual incentive for each NEO is expressed as a percentage of the executive’s base salary. If mid-year salary adjustments are made, the target annual incentive award will include the pro-rated impact of the adjustments.

  89. Performance Metrics Underlying the Company Performance Factor

    Performance Metrics Underlying the Company Performance Factor Our 2023 annual incentive plan design has the following corporate-wide measures, which apply to all employees at the level of Vice President and above, including our Named Executive Officers.

  90. Performance Metrics Underlying the Company Performance Factor

    | 2023 Metric and Weighting | | What It Is | Why It’s Important | | Earnings Per Share (EPS) | | Non-GAAP Diluted EPS Net Income excluding specified items divided by outstanding shares of common stock based on the budgeted weighted average share count | A critical measure of annual profitability aligning our employees’ interests with those of our shareholders | | In-Line and New Product Revenue | | In-Line and New Product Revenue, Net of Foreign Exchange In-line and New Product Revenue excludes certain key loss of exclusivity (LOE) brands such as Revlimid and Abraxane. Revenues minus reserves for returns, discounts, rebates and other adjustments | A measure of top line growth that creates a foundation of long-term sustainable growth and competitive superiority Emphasizes the importance of portfolio renewal and diversification and focus on growth | | New Product Portfolio | | Revenues from New Product Portfolio, Net of Foreign Exchange Revenues minus reserves for returns, discounts, rebates and other adjustments | A measure of top line growth that aligns with the strategic priority of revenue renewal | | Pipeline | | • Near-Term Value Submissions and approvals • Long-Term Growth Potential | Increases BMS-wide focus on delivery of our latestage pipeline and continued development of a robust pipeline through both internal efforts and business development | | ESG Scorecard | | • Environmental Reflects progress towards environmental commitments on GHG emissions and waste reductions • Human Capital Management and Social Responsibility Reflects progress on clinical trial & supplier diversity, executive representation aspirational goals and employee engagement trends | Aligns to BMS commitments on sustainability and social impact goals |

  91. Performance Metrics Underlying the Company Performance Factor

    Our pipeline metric highlights the importance of pipeline delivery to the near-term and long-term success of the company. This metric measures the sustainability and output of our R&D pipeline portfolio and is comprised of goals in two categories, Near-Term Value and Long-Term Growth Potential with a Qualitative Overlay on the entire metric:

  92. Performance Metrics Underlying the Company Performance Factor

    | Metric | | What It Is | Why It’s Important | | Near-Term Value | | Regulatory submissions and approvals for new medicines and new indications and formulations of key marketed products in the U.S., EU, China and Japan | Recognizes delivery of the late-stage pipeline, which drives near-term value | | Long-Term Growth Potential | | • Investigational new drug/clinical trial application approvals • Early- to late-stage development transition decisions • Registrational study patient enrollment and accruals for priority studies | Recognizes the progression, execution and successes of the R&D pipeline at various stages of clinical development, including internally and externally sourced compounds | | Qualitative Overlay | | Reflects management’s, the Science & Technology Committee’s (“S&T Committee”) and CMDC’s holistic evaluation of our pipeline performance, including such considerations as the performance of high value assets and the integration of acquired assets, among other factors. In particular, this considers actions taken toward successful integration planning and execution. | |

  93. Performance Metrics Underlying the Company Performance Factor

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  94. Financial and Pipeline Metric Target Setting Considerations

    | • | Aligned with industry benchmarks on speed of commercial launch and expected market adoption. |

  95. Financial and Pipeline Metric Target Setting Considerations

    | • | Aligned with industry benchmarks on typical clinical study duration and regulatory approval timelines; |

  96. Financial and Pipeline Metric Target Setting Considerations

    | • | Separated into two performance categories, “Near-Term Value” and “Long-Term Growth Potential,” subject to a qualitative overlay; and |

  97. Financial and Pipeline Metric Target Setting Considerations

    | • | Reflective of annual milestones that link short-term outcomes to long-term strategic R&D priorities (milestones for higher-value assets are emphasized in goal setting to provide a framework that assesses not only quantity, but also quality and impact of milestones). |

  98. Annual Incentive Targets

    Annual Incentive Targets

  99. Annual Incentive Targets

    | | | Bonus Program Weight | | | Metric | 2023 Target(1) | LT & VP+ | All Others | | Non-GAAP Diluted EPS | $8.07 | 30% | 40% | | In-Line and New Product Revenue (Ex-FX) ($M) | $39,266 | 20% | 20% | | New Product Portfolio Revenue (Ex-FX) ($M) | $3,979 | 15% | 15% | | Pipeline | 3 | 25% | 25% | | ESG Scorecard | 3 | 10% | — | | Total | 100% | 100% | 100% |

  100. Annual Incentive Targets

    | 1) | Pipeline and ESG performance metrics are determined on a scale of 1 to a maximum of 5. |

  101. Annual Incentive Plan Program Outcomes

    Annual Incentive Plan Program Outcomes The payouts for the 2023 annual incentive plan were based on an executive’s target bonus amount, the Company Performance Factor, and the Individual Performance Factor for each executive. Company performance results for the year led to a Company Performance Factor of 97.83% for 2023. The calculation was based on the following performance against goals:

  102. Annual Incentive Plan Program Outcomes

    | Performance Measure | Target | Actual | % of Target | Resulting Payout Percentage | | Non-GAAP Diluted EPS(1) | $8.07 | $7.67 | 95.1% | 93.12% | | In-Line and New Product Revenue (Ex-FX) ($M) | $39,266 | $37,869 | 96.4% | 70.68% | | New Product Portfolio Revenue (Ex-FX) ($M) | $3,979 | $3,567 | 89.6% | 65.49% | | Pipeline Score | 3 | 4.75 | 158.3% | 143.75% | | ESG Scorecard | 3 | 3.0 | 100.0% | 100.00% | | Total | 100% | — | 110.8% | 97.83% |

  103. Annual Incentive Plan Program Outcomes

    | 1) | Consistent with the company’s current policies and procedures, non-GAAP diluted earnings per share, with a constant share count, was adjusted $0.28 to account for the net impact of Acquired IPRD & licensing income. The Committee determined it was appropriate to exclude the impact of this item on performance because it was not determinable when the target was set in the first quarter of 2023. |

  104. Annual Incentive Plan Program Outcomes

    For the pipeline metric, the S&T Committee annually reviews performance in the near-term value and long-term growth potential categories and holistically assesses the quality of the results to determine a performance score using a scale of one to five, with three being target. For 2023, we exceeded our target goal ranges for both submissions and approvals under

  105. Annual Incentive Plan Program Outcomes

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  106. Annual Incentive Plan Program Outcomes

    near-term value and long-term growth potential, with all high value targets achieved. We advanced the new launch portfolio with approval of our 10th new medicine since 2019, Augtyro, a next-generation TKI, for the treatment of adult patients with locally advanced or metastatic ROS1-positive non-small cell lung cancer (NSCLC). We achieved all high value milestones, including (A) submissions for (i) Opdivo for adjuvant melanoma Stage IIB/C (EU); (ii) Reblozyl 1L MDS (US, EU, JP); and (iii) Augtyro ROS1+ NSCLC (US, EU, JP), and (B) approvals (i) Opdivo for adjuvant melanoma Stage IIB/C (US); (ii) Opdivo for neo-adjuvant NSCLC (EU, JP, CN); (iii) Breyanzi for the second-line treatment of diffuse large B-cell lymphoma (EU); (iv) Sotyktu for treatment of adults with moderate-to-severe plaque psoriasis (EU, CN); and (v) Camzyos for the treatment of symptomatic obstructive hypertrophic cardiomyopathy (HCM) in adult patients, among others. We delivered exceptional results while also evolving our R&D organization, transforming ways of working and accelerating the portfolio despite increased competition and an evolving regulatory and macro-economic environment. The S&T Committee considered the specific milestones that were achieved and those that were not achieved and determined, based on a holistic review, to recommend a pipeline score of 4.75, which the Committee approved. In making its recommendation, the S&T Committee took into account: (i) the degree of difficulty of achievement, (ii) the substantial achievement of all high value milestones for submissions and approvals, (iii) achievement of 16 additional priority studies, (iv) acceleration of the portfolio despite increased competition and an evolving regulatory and macro-economic environment, and (v) the impact the achievement of those goals has on the long- and short-term sustainability of our pipeline for our shareholders and our patients. The following results were among the inputs considered in determining the pipeline score:

  107. Annual Incentive Plan Program Outcomes

    | Near-Term Value | • Exceeded Submissions and Approvals goals with 41 achieved (target 27-32); 19 Approvals (target 14-16), 22 Submissions (target 13-16). All high-value targets achieved for Submissions and Approvals | | | • Launched 10th New Molecular Entity (NME) in the US—Augtyro (repotrectinib) for the treatment of adult patients with locally advanced or metastatic ROS1-positive non-small cell lung cancer (NSCLC) | | | • Achieved approvals for key lifecycle management (LCM) opportunities: | | | ° Opdivo for adjuvant treatment of adult and pediatric patients 12 years and older with completely resected stage IIB or IIC melanoma (US, EU), Opdivo in combination with platinum-based chemotherapy for the neoadjuvant treatment of resectable NSCLC (EU, JP, CN) | | | ° Breyanzi in 2L relapsed or refractory large B-cell lymphoma (EU) | | | ° Reblozyl 1L treatment of anemia in adults with lower-risk myelodysplastic syndromes (MDS) (US) | | | ° Abecma 3L relapsed or refractory multiple myeloma (RRMM) (JP) | | | • Achieved 6 positive Topline Readouts for key registrational programs: Breyanzi 3L+chronic lymphocytic leukemia, follicular lymphoma, mantle cell lymphoma; Opdivo in peri-adjuvant NSCLC (CM-77T), Opdivo Subcutaneous in 2L renal cell carcinoma (CM - 67T), Opdivo + Yervoy in microsatellite instability-high colorectal cancer (CM-8HW) | | | • Advanced key NME & LCM portfolio opportunities: | | | ° Entered registrational phase: LPA1 in idiopathic pulmonary fibrosis & progressive pulmonary fibrosis; Abecma in newly diagnosed multiple myeloma (NDMM) (KarMMa-9), iberdomide in post-transplant maintenance NDMM, Sotyktu in Sjogren’s syndrome, | | | ° Reblozyl in 1L NTD MDS-associated anemia, milvexian in acute coronary syndrome & atrial fibrillation |

  108. Annual Incentive Plan Program Outcomes

    | Long-Term Growth Potential | • 31 goals achieved (target 26-32) | | | • Achieved 10 Investigational New Drug/Clinical Trial Authorization (IND/CTA) Approvals (target 8-10), including a high-value goal of 4 high-potential programs | | | • Exceeded Priority Study Execution (PSE): 16 priority studies achieved or exceeded execution goals (target 13-15), 7 of 16 exceeded with accelerations ranging from 1 week to 4 months | | | • Achieved 5 PoC ‘Go/No-go’ Decisions (target 5-7) | | | • Continued progression of novel modalities into the clinic: High-potential programs: BCL6 LDD in diffuse large B-cell lymphoma, BCMA x GPRC5D CAR T in relapsed/refractory multiple myeloma, Anti-PAD4 in rheumatoid arthritis, TYK2i (BMS-986465) in neuroinflammatory diseases | | | • Initiated PoC studies: MYK-224 in heart failure with preserved ejection fraction (HFpEF), CD19 NEX T in severe refractory systemic lupus erythematosus |

  109. Annual Incentive Plan Program Outcomes

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  110. Annual Incentive Plan Program Outcomes

    For the ESG Scorecard Metric, the Committee determines performance on a scale of 1-5 based on a quantitative assessment of achievement of the 2023 goals and a qualitative assessment of the relative impact of the goals. For 2023, based on the results we achieved, the CMDC determined that a score of 3 was appropriate for this metric.

  111. Annual Incentive Plan Program Outcomes

    | ESG Matter | Scorecard Element | 2023 Goals | Results | | Environmental (Sustainability) | Progress towards environmental commitments on GHG emissions and waste reductions | • 5% reduction in GHG emissions | 0% | | | | • 10% reduction in waste to landfill | 11% | | Human Capital Management and Social Responsibility | Progress on patient and supplier diversity | • Increase ethnic diversity in US Clinical trials to 18% | 24% | | | | • Increase racial diversity in US Clinical trials to 20% | 26% | | | | • Maintain supplier diversity spend of $1B | >$1B | | | Progress toward workforce representation aspirational goals at the ED+ level | • Black/African American Executive Director+ representation to 7.2% | 6.3% | | | | • Latino/Hispanic Executive Director+ representation to 7.6% | 6.5% | | | Employee Inclusive Engagement trends | • myVoice Inclusive Engagement results of 73–74 | 73 |

  112. The Role of Risk Assessment in Our Incentive Program

    The Role of Risk Assessment in Our Incentive Program Also embedded in the determination of individual award levels is the ongoing assessment of enterprise risk, including reputational risk stemming from the dynamic external environment. In particular, we evaluate how each of our executives demonstrate our BMS Values in the execution of their day-to-day decisions. This evaluation is one input into the determination of payouts under both the annual incentive and long-term equity incentive programs. Therefore, given the direct link between BMS Values that impact payout and our executive compensation program’s emphasis on sustainable long-term value, our goal is to minimize and appropriately reduce the possibility that our executive officers will make excessively or inappropriately risky decisions that could maximize short-term results at the expense of sustainable long-term value creation for our shareholders.

  113. The Role of Risk Assessment in Our Incentive Program

    | BMS Values | | | | Accountability | | | Inclusion | | | Innovation | | | Integrity | | | Passion | | | Urgency |

  114. 2023 Individual Executive Performance Assessment

    As noted, in the fourth quarter of 2023, the Business Development and Strategy organization was reorganized and this resulted in the involuntary termination “without cause” (as defined in the Company’s Senior Executive Severance Plan and our Stock Award and Incentive Plan) of Elizabeth Mily, who held the position of Executive Vice President, Strategy & Business Development at that time. Ms. Mily separated from the company on March 15, 2024. In connection with her departure, she was entitled to severance benefits in accordance with the Company’s Senior Executive Severance Plan.

  115. 2023 Annual Incentive Award Payments

    2023 Annual Incentive Award Payments The actual annual incentive awards paid to our Named Executive Officers are shown in the table below and can also be found in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column:

  116. 2023 Annual Incentive Award Payments

    | Executive | Target Incentive Award | Applying Company Performance Factor(1) | Actual Payout(2) | | Giovanni Caforio, M.D. | $2,634,740 | $2,577,566 | $2,706,444 | | Christopher S. Boerner, Ph.D. | 1,525,579 | $1,492,474 | $1,567,098 | | David V. Elkins | $1,106,918 | $1,082,898 | $866,318 | | Samit Hirawat, M.D. | $1,096,949 | $1,073,145 | $1,234,117 | | Sandra Leung | $1,148,003 | $1,123,091 | $1,123,091 | | Elizabeth Mily | $893,503 | $874,114 | $895,000 |

  117. 2023 Annual Incentive Award Payments

    | 1) | Adjusted to reflect Company Performance Factor (financial, pipeline and ESG metrics performance) earned at 97.83%. |

  118. 2023 Annual Incentive Award Payments

    | 2) | Adjusted to reflect Individual Performance Factors. |

  119. 2023 Annual Incentive Award Payments

    As set forth in the table above, the Company Performance Factor of 97.83% was applied to each Named Executive Officer’s target incentive award. Then, an Individual Performance Factor was applied to determine the actual payout. The Committee can approve an Individual Performance Factor up to 140% of the adjusted incentive, subject to a maximum payout of 200% of target. Based on the performance of each NEO described above, the Committee approved Individual Performance Factors ranging between 80% and 115% for our Named Executive Officers.

  120. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term incentive program employs only performance-based equity and is designed to promote creation of sustainable long-term value for shareholders by focusing on strong year-to-year financial and operational performance, and on the development and advancement of our pipeline over the long-term.

  121. The Committee’s Process for Granting Annual Long-Term Incentive Awards

    The Committee’s Process for Granting Annual Long-Term Incentive Awards Long-term incentive awards are typically approved each year on the date the Committee and full Board meet during the first week of March with a grant effective date of March 10. We believe that consistent timing of equity award grants is good corporate governance and reduces the risk of selecting a grant date with a preferential stock price. Each year the Committee establishes annual equity award guidelines for all of our executives, including our Named Executive Officers, other than the CEO, as a percentage of base salary. The CEO’s long-term equity incentive award level is assessed by the Committee annually. Based upon individual performance, an executive other than the CEO may receive a long-term equity incentive award ranging from 0% to 150% of the target award. Once the grant value is established for each executive, 60% of the value is awarded as Performance Share Units (or “PSUs”) and 40% is awarded as Market Share Units (or “MSUs”). In determining the size of the individual long-term equity incentive awards granted to our Named Executive Officers in March 2023, the Committee considered the prior year’s performance (both Results and BMS Values) of each executive as well as ways to motivate our Named Executive Officers to focus on the company’s long-term performance. Given each year’s awards have an overlapping performance period from the prior year, we believe these awards provide the right balance between short-term and long-term focus. Each Named Executive Officer, other than Dr. Caforio as CEO, had a target value for his or her long-term equity incentive award (awards granted in March 2023). The Committee approved individual awards ranging between 121% and 136% of target value for these Named Executive Officers. Dr. Caforio’s long-term equity incentive award as CEO is not based on a target value and is determined annually by the Committee based on competitive benchmarks and individual performance and contributions. Dr. Caforio’s March 2023 award took into account his strong performance as CEO during 2022 and a long-term equity incentive opportunity that was commensurate with his role as CEO and the competitive market pay for that position.

  122. The Committee’s Process for Granting Annual Long-Term Incentive Awards

    | Bristol Myers Squibb 2024 Proxy Statement | 60 |

  123. 2023 Long-Term Incentive Program Grants

    2023 Long-Term Incentive Program Grants Like our annual incentive plan, our long-term equity incentive program is designed to reward performance that supports our strategic objectives and creates value for our shareholders. A significant percentage of our Named Executive Officers’ compensation is in the form of equity that vests over several years, which is designed to closely tie the interests of our Named Executives Officers to the interests of our shareholders. Our long-term equity incentive program also is designed to promote retention through multi-year vesting. In 2023, we continued to offer two long-term award vehicles, each of which served a different purpose:

  124. 2023 Long-Term Incentive Program Grants

    | • | Performance Share Unit Awards: rewards the achievement of key financial goals and the value created for shareholders as measured by relative TSR over a three-year period ending in the first quarter of the applicable payout year. |

  125. 2023 Long-Term Incentive Program Grants

    | • | Market Share Unit Awards: rewards the creation of incremental shareholder value over a long-term period. |

  126. 2023 Long-Term Incentive Program Grants

    We believe our long-term equity incentive program serves the best interests of our shareholders by focusing the efforts of our executives on key drivers of both short- and long-term success and on shareholder value. Key aspects of the long-term equity incentive program include that:

  127. 2023 Long-Term Incentive Program Grants

    | • | 100% of executives’ long-term equity incentive awards are performance-based; |

  128. 2023 Long-Term Incentive Program Grants

    | • | The design of our long-term equity incentive program applies to all of our Vice Presidents and above, not just our most senior executives, thus promoting organizational alignment with our recruitment and business strategy; and |

  129. 2023 Long-Term Incentive Program Grants

    | • | Our long-term equity incentive program serves as a retention lever, through vesting and payout over several years. |

  130. 2023 Equity Incentive Program Summary

    2023 Equity Incentive Program Summary

  131. 2023 Equity Incentive Program Summary

    | | Performance Share Units (PSUs) | Market Share Units (MSUs) | | Proportion of Annual Grant | 60% | 40% | | Metrics & Weighting | Non-GAAP Operating Margin: 25% In-Line and New Product Revenue (Ex-FX): 40% 3-Year Relative TSR CAGR: 35% | Number of shares earned, based on increase or decrease in our common stock share price from the grant date* | | Min/Max Payout (% of Target Units) | 0% / 200% | 0% / 225% | | Vesting | 3-Year Cliff | 4-Year Ratable |

  132. 2023 Equity Incentive Program Summary

    | * The number of shares earned from MSUs can increase or decrease, in proportion to the change in our share price over the one-, two-, three- and four-year performance periods. The minimum share price achievement required to earn any shares from MSUs is 80% of the grant date stock price. Accordingly, if this 80% threshold is not achieved, zero MSUs will vest. |

  133. 2023 Equity Incentive Program Summary

    | Bristol Myers Squibb 2024 Proxy Statement | 61 |

  134. 2023 Equity Incentive Program Summary

    As illustrated below, the design of our LTI program generally magnifies the impact of changes in our stock price and relative TSR performance. When our stock price declines, the value of MSU awards decreases in two ways: (i) the number of shares earned goes down in proportion to the change in stock price and (ii) the value of those shares is less due to the lower stock price. Similarly, the value of PSU awards decreases in two ways: (i) the TSR metric reduces the number of shares earned (assuming our stock price declined more than our peers’ did) and (ii) the value of those shares is also less. The illustration below shows how the decline in our stock price from March 2023 through the end of the year is magnified in the value of our 2023 LTI awards. For purposes of this illustration, we assume that the year-end closing price is the stock price at the end of each performance period, and we assume target performance for the financial metrics. Notes:

  135. 2023 Equity Incentive Program Summary

    | • | Current value of PSU and MSU awards reflects actual relative TSR / share price experience from grant date on 3/10/23 of $65.71 through 12/29/23 of $51.31. PSU value assumes target performance with respect to financial measures and reflects no payout on the portion of the PSU award that is tied to relative TSR metric. MSU value assumes a payout of 0% of target based on the decline in the 10-day average share price between the grant date and 12/29/23. Note that this is an illustration as of 12/29/23. The number of shares that actually vest may be more or less than described above at the end of the applicable performance periods. |

  136. 2023 Performance Share Unit Awards

    2023 Performance Share Unit Awards The Performance Share Unit Awards made in 2023 are focused on motivating executives to deliver long-term top-line growth and improved margins, while also focusing on delivering shareholder value at a rate faster than our industry peers. For the 2023 PSU awards, the following metrics and goals were applied.

  137. 2023-2025 PSU Payout Schedule

    2023-2025 PSU Payout Schedule

  138. 2023-2025 PSU Payout Schedule

    | | 2023-2025 Cumulative Operating Margin (25%) | | 2023-2025 Cumulative In-Line and New Product Revenue (Ex-FX) (40%) | | 3-Year Relative TSR CAGR (35%) | | | | Achievement | Payout | Achievement | Payout | TSR CAGR Percentile | Payout | | Maximum | 105% | 200% | 110% | 200% | 5% Above 50 %ile | 200% | | Target | 100% | 100% | 100% | 100% | 50 %ile | 100% | | Threshold | 95% | 50% | 90% | 50% | 5% Below 50 %ile | 50% | | Below Threshold | <95% | 0% | <90% | 0% | <5% Below 50 %ile | 0% |

  139. 2023-2025 PSU Payout Schedule

    For the Operating Margin and In-line and New Product Revenue metrics, the targets were set using the Board-approved three-year business plan. Our Board assessed the rigor of the targets and found that they were appropriate. In addition, our Board assessed the maximum and threshold achievement levels for each of these metrics and found that they were appropriate relative to the intended motivational effect of PSUs.

  140. Outcomes of the 2020 PSUs

    Outcomes of the 2020 PSUs The 2020 PSUs, granted on March 10, 2020, and having a three-year performance cycle were evaluated and certified in March 2023. The below table summarizes the outcome for each of the metrics included in the 2020 PSUs and the associated payout level in terms of percentage of target shares.

  141. Outcomes of the 2020 PSUs

    | Performance Metric | Target | Actual(2) | % of Target | Resulting Payout Percentage | | Cumulative 3-Year Total Revenues, Net of Foreign Exchange ($=MM)(1) | $133,651 | $135,923 | 101.7% | 102.83% | | Cumulative 3-Year Operating Margin | 42.7% | 42.8% | 100.2% | 100.15% | | 3-Year Relative TSR (TSR Percentile Rank) | 50.0% | 59.9% | n.a. | 133.00% | | Total | | | | 112.21% |

  142. Outcomes of the 2020 PSUs

    | 1) | Actual Total Revenues are restated to the 2020 Budget Rate. |

  143. Outcomes of the 2020 PSUs

    | 2) | Includes adjustments for (i) SEC reporting change in 2022 to account for the net impact of IPRD & Licensing Income items that are no longer specified, (ii) the transfer of the Company’s commercial operations in Russia to a third-party distributor, (iii) the Turning Point and MyoKardia acquisitions, and (iv) timing of the generic competition for Eliquis in the UK and the Netherlands and for Revlimid primarily in the U.S. and Europe. |

  144. MSU Performance Results

    | Grant Date | Vesting Date | # of Years in Performance Period | Payout Factor | | March 10, 2019 | March 10, 2023 | 4 | 136.47% | | March 10, 2020 | March 10, 2023 | 3 | 118.49% | | April 1, 2020 | April 1, 2023 | 3 | 132.49% | | March 10, 2021 | March 10, 2023 | 2 | 116.41% | | March 10, 2022 | March 10, 2023 | 1 | 103.23% |

  145. Restricted Stock Units and Stock Options

    Restricted Stock Units and Stock Options Restricted stock units may be granted selectively to executives at other times of the year generally, as inducement grants as part of an offer in attracting candidates to BMS, for retaining employees, or for providing special recognition, such as when an employee assumes significant increases in responsibility. During 2023, no restricted stock unit awards were granted to any of our Named Executive Officers.

  146. Restricted Stock Units and Stock Options

    | Bristol Myers Squibb 2024 Proxy Statement | 63 |

  147. Other Elements of 2023 Compensation

    | Other Elements of 2023 NEO Compensation | | Post-Employment Benefits | | • Change-in-Control Arrangements • Severance Plan • Non-Qualified Pension Plan (applicable only to Ms. Leung. The qualified Pension Plan was terminated on February 1, 2019) • Qualified and Non-Qualified Savings Plans | | Other Compensation | | • Perquisites: Financial Planning and Executive Physicals |

  148. Change-in-Control Arrangements

    Change-in-Control Arrangements We have entered into change-in-control agreements with certain executives including the CEO and other NEOs. These agreements enable management to evaluate and support potential transactions that might be beneficial to shareholders even though the result would be a change-in-control of BMS. Additionally, the agreements provide for continuity of management in the event of a change-in-control. It is our policy that our agreements require a “double-trigger” before any payments are made to an executive. This means that payments are only made in the event of a change-in-control and subsequent involuntary termination or termination for good reason by the employee within either 36 months or 24 months after a change-in-control. We do not gross up compensation on excess parachute payments for any of our executives, including our Named Executive Officers and it will continue to be our policy on a go-forward basis not to enter into any gross-up arrangements with any of our Named Executive Officers. If a change-in-control occurs during the term of the agreement, the agreement will continue in effect for either 36 months or 24 months beyond the month in which such change-in-control occurs, as applicable. The value of this benefit for our Named Executive Officers is provided in the “Post-Termination Benefits” section beginning on page 82.

  149. Severance Plan

    Severance Plan The Bristol Myers Squibb Senior Executive Severance Plan is intended to provide a competitive level of severance protection for certain senior executives (including our Named Executive Officers) to help us attract and retain key talent necessary to run our company.

  150. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant For 2023, the Committee retained Farient as its independent compensation consultant to provide executive compensation services to the Committee. Farient reported directly to the Committee, and the Committee directly oversaw the fees paid for services provided by Farient. The Committee instructed Farient to give advice to the Committee independent of management and to provide such advice for the benefit of our company and shareholders. Farient did not provide any consulting services to BMS beyond its role as consultant to the Committee. In 2023, Farient provided the following services:

  151. Role of the Independent Compensation Consultant

    | • | reviewed and advised on the composition of the peer group used for competitive benchmarking; |

  152. Role of the Independent Compensation Consultant

    | • | participated in the review of our executive compensation program; |

  153. Role of the Independent Compensation Consultant

    | • | provided an assessment of BMS senior executive pay levels and practices relative to peers and other competitive market data; |

  154. Role of the Independent Compensation Consultant

    | • | provided an annual analysis of industry trends among the peers and best practices related to pay program design and other program elements; |

  155. Role of the Independent Compensation Consultant

    | • | consulted on incentive plan design and compensation packages for senior executives; |

  156. Role of the Independent Compensation Consultant

    | • | reviewed and advised on all materials provided to the Committee for discussion and approval; and |

  157. Role of the Independent Compensation Consultant

    | • | attended all of the Committee’s regularly scheduled and special meetings in 2023 at the request of the Committee, and also met with the Committee chair without management present. |

  158. Role of the Independent Compensation Consultant

    The Committee reviews the independence of its compensation consultant annually in accordance with its charter, applicable SEC rules and NYSE listing requirements. After review and consultation with Farient, the Committee determined that Farient was independent, and there was no conflict of interest resulting from retaining Farient during the year ended December 31, 2023.

  159. Best Practice Compensation Governance

    | | What We Do: | | What We Don’t Do: | | • 100% performance-based annual and long-term incentives | | • No guaranteed incentives with our Named Executive Officers | | | • Caps on the payouts under our annual and long-term incentive award programs | | • Prohibition on speculative and hedging transactions | | | • Robust share ownership and share retention guidelines | | • Prohibition on pledging shares and holding them in a margin account | | | • Neutralize share buyback impact on share-denominated compensation metrics | | • Proactively eliminate windfall gain potential | | | • Robust recoupment and clawback policies | | • No employment contracts with our Named Executive Officers | | | • Proactive shareholder engagement | | • Prohibition on re-pricing or backdating of equity awards | | | • “Double trigger” change-in-control agreements | | • Minimal perquisites to our Named Executive Officers | |

  160. Recoupment of Compensation & Clawback Policies

    Recoupment of Compensation & Clawback Policies We maintain a robust incentive compensation recoupment or “clawback” policy. Our clawback policy includes clawback provisions relating to our short-term and long-term annual incentive programs, including related to stock options, restricted stock units, performance share units and market share units. The below table provides further details on these clawback provisions.

  161. Forfeiture Upon Retirement or Termination

    Forfeiture Upon Retirement or Termination In general, in the event of retirement or a qualifying involuntary termination, upon signing a general release, employees are eligible to vest in a pro-rata portion of unvested RSUs, PSUs, and MSUs held at least one year from the grant date, subject to meeting applicable performance goals. However, executives who are found to have engaged in severe misconduct or in an activity, which may include a failure to take action, deemed detrimental to the interests of the company including, but not limited to acts involving dishonesty, violation of company policies, violation of safety rules, disorderly conduct, discriminatory harassment, unauthorized disclosure of confidential information, or the entry of a plea of nolo contendere to, or the conviction of, a crime, will be terminated and will forfeit any outstanding awards, as of the date such violation is discovered and have to return any gains realized in the twelve months prior to the violation. As noted, these provisions help to ensure that executives act in the long-term best interest of BMS and our shareholders. For further discussion on forfeiture provisions related to retirement, termination or death, please see the discussion under the header “Post-Termination Benefits” beginning on page 82.

  162. Equity Grant Policy

    Equity Grant Policy The Committee’s policy covering equity grants for our Named Executive Officers is as follows:

  163. Annual Awards

    | • | Our regularly scheduled annual equity awards are approved on the date the Committee and full Board meet during the first week of March, with a grant effective date of March 10. |

  164. Policy Prohibiting the Repricing of Stock Options Without Shareholder Consent

    Policy Prohibiting the Repricing of Stock Options Without Shareholder Consent We have always maintained a consistent policy against the repricing of stock options. We believe this is a critical element in maintaining the integrity of the equity compensation program and ensuring alignment of senior executives’ interests with the interests of shareholders. Our Board has adopted a formal policy prohibiting the repricing of stock options. This policy may be viewed on our website at www.bms.com.

  165. Policy Regarding Shareholder Approval of Severance

    Policy Regarding Shareholder Approval of Severance Our Board has approved a policy that requires shareholder approval of any future agreements that provide for cash severance payments in excess of 2.99 times the sum of an executive’s base salary plus annual incentive award. “Cash severance payments” exclude accrued incentive payments, the value of equity acceleration, benefits continuation or the increase in retirement benefits triggered by severance provisions or tax gross-up payments. This policy may be viewed on our website at www.bms.com.

  166. Risk Assessment of Executive Compensation

    Risk Assessment of Executive Compensation The Committee annually reviews the compensation programs from a risk perspective. Based on that review of the executive compensation arrangements for our executives as detailed beginning on page 49, the Committee believes that our compensation program does not encourage executives to take excessive or inappropriate risks that could maximize short-term results at the expense of sustainable long-term value creation that may harm shareholder value. The Committee’s ongoing review of our business strategy and our extensive shareholder engagement efforts have allowed our executive compensation program to maintain close alignment with our strategic focus and the perspectives of our shareholders. Our compensation program is intended to achieve this by striking an appropriate balance between short-term and long-term incentives, using a diversity of metrics to assess performance and payout under our incentive programs, placing caps on our incentive award payout opportunities, following equity grant practices that limit potential for timing awards and having stock ownership and retention requirements. For example, our current long-term equity incentive program (60% Performance Share Units and 40% Market Share Units) incorporates the company’s stock price into its performance measures and generally magnifies the impact of changes in our stock price as well as relative total shareholder return performance over the mid- and longer-term. Also embedded in the Committee’s annual review is the ongoing assessment of enterprise risk, including reputational risks stemming from the dynamic external environment. In addition, we evaluate the performance of each of our executives based on a number of factors, including how they demonstrate our BMS Values in the execution of their day-to-day decisions. Those BMS Values include, among others, accountability. This evaluation is one input into the determination of payouts under both the annual incentive and long-term equity incentive programs. Therefore, given the direct link between payout and our executive compensation program’s emphasis on sustainable long-term value, we attempt to minimize and appropriately reduce the possibility that our executive officers will make excessively or inappropriately risky decisions that could maximize short-term results at the expense of sustainable long-term value creation for our shareholders.

  167. Summary Compensation Table

    Summary Compensation Table The following tables and notes present the compensation provided to Christopher Boerner, Ph.D., Chief Executive Officer, David V. Elkins, EVP and Chief Financial Officer and the three other most highly compensated Executive Officers, as well as our former Chief Executive Officer, Giovanni Caforio, M.D.

  168. Fiscal Years Ended December 31, 2023, 2022, and 2021

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) | All Other Compensation(6) | Total | | Giovanni Caforio, M.D.(7) Executive Chair and Former Chief Executive Officer | 2023 | $1,754,808 | $0 | $14,465,570 | $2,706,444 | $0 | $734,612 | $19,661,434 | | | 2022 | $1,700,000 | $0 | $14,289,505 | $3,450,252 | $0 | $613,275 | $20,053,032 | | | 2021 | $1,700,000 | $0 | $13,965,989 | $3,410,625 | $0 | $708,192 | $19,784,806 | | Christopher S. Boerner, Ph.D.(8) Chief Executive Officer | 2023 | $1,256,921 | $0 | $5,326,178 | $1,567,098 | $0 | $311,636 | $8,461,833 | | | 2022 | $1,064,049 | $0 | $4,256,197 | $1,274,626 | $0 | $285,348 | $6,880,220 | | | 2021 | $1,020,118 | $0 | $4,095,864 | $1,313,855 | $0 | $273,192 | $6,703,029 | | David V. Elkins EVP and Chief Financial Officer | 2023 | $1,106,176 | $0 | $4,882,143 | $866,318 | $0 | $311,663 | $7,166,300 | | | 2022 | $1,073,859 | $0 | $4,922,614 | $1,397,863 | $0 | $252,954 | $7,647,290 | | | 2021 | $1,027,005 | $525,000 | $4,716,137 | $1,342,169 | $0 | $284,749 | $7,895,060 | | Samit Hirawat, M.D. EVP, Chief Medical Officer, Head of Development | 2023 | $1,103,781 | $0 | $3,616,394 | $1,234,117 | $0 | $279,335 | $6,233,627 | | Sandra Leung EVP and General Counsel | 2023 | $1,147,819 | $0 | $3,345,168 | $1,123,091 | $0 | $307,403 | $5,923,481 | | | 2022 | $1,133,074 | $0 | $3,441,053 | $1,238,952 | $0 | $291,748 | $6,104,827 | | | 2021 | $1,100,196 | $0 | $3,434,134 | $1,298,162 | $0 | $329,092 | $6,161,584 | | Elizabeth Mily(9) EVP, Strategy & Business Development | 2023 | $992,118 | $0 | $2,260,278 | $895,000 | $0 | $200,824 | $4,348,220 |

  169. Fiscal Years Ended December 31, 2023, 2022, and 2021

    | 5) | Includes increase in estimated value of accrued pension benefits under the U.S BEP-Retirement Income Plan ("RIP") during the year. The Company does not pay above-market interest rates on deferred compensation. The present value of the accrued pension benefits for Ms. Leung, the only 2023 NEO participant in the Company's defined benefit pension plans, decreased by $67,883 over the previous year due to an update to lump sum assumptions and one less year of payments. |

  170. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  171. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date(1) | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (shares) | | | Grant Date Fair Value of Stock and Option Awards | | | | | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Giovanni Caforio, M.D. | AIP | | | $131,737 | $2,634,740 | $5,269,481 | | | | | | | PSU | 03/10/23 | 03/03/23 | | | | 17,564 | 140,515 | 281,030(3) | $9,018,253(5) | | | MSU | 03/10/23 | 03/03/23 | | | | 74,942 | 93,677 | 210,773(4) | $5,447,318(6) | | Christopher S. Boerner, Ph.D. | AIP | | | $76,279 | $1,525,579 | $3,051,159 | | | | | | | PSU | 03/10/23 | 03/03/23 | | | | 5,050 | 40,398 | 80,796(3) | $2,592,744(5) | | | MSU | 03/10/23 | 03/03/23 | | | | 21,546 | 26,932 | 60,597(4) | $1,566,096(6) | | | PSU | 11/01/23 | 10/25/23 | | | | 2,224 | 17,788 | 35,576(3a) | $664,204(7) | | | MSU | 11/01/23 | 10/25/23 | | | | 9,486 | 11,858 | 26,681(4a) | $503,135(8) | | David V. Elkins | AIP | | | $55,346 | $1,106,918 | $2,213,837 | | | | | | | PSU | 03/10/23 | 03/03/23 | | | | 5,928 | 47,424 | 94,848(3) | $3,043,672(5) | | | MSU | 03/10/23 | 03/03/23 | | | | 25,293 | 31,616 | 71,136(4) | $1,838,470(6) | | Samit Hirawat, M.D. | AIP | | | $54,847 | $1,096,949 | $2,193,898 | | | | | | | PSU | 03/10/23 | 03/03/23 | | | | 4,391 | 35,129 | 70,258(3) | $2,254,579(5) | | | MSU | 03/10/23 | 03/03/23 | | | | 18,735 | 23,419 | 52,693(4) | $1,361,815(6) | | Sandra Leung | AIP | | | $57,400 | $1,148,003 | $2,296,006 | | | | | | | PSU | 03/10/23 | 03/03/23 | | | | 4,062 | 32,494 | 64,988(3) | $2,085,465(5) | | | MSU | 03/10/23 | 03/03/23 | | | | 17,330 | 21,663 | 48,742(4) | $1,259,703(6) | | Elizabeth Mily | AIP | | | $44,675 | $893,503 | $1,787,006 | | | | | | | PSU | 03/10/23 | 03/03/23 | | | | 2,745 | 21,956 | 43,912(3) | $1,409,136(5) | | | MSU | 03/10/23 | 03/03/23 | | | | 11,710 | 14,637 | 32,933(4) | $851,142(6) |

  172. Grants of Plan-Based Awards

    | 1) | These equity awards were granted under our 2021 Stock Award and Incentive Plan. |

  173. Grants of Plan-Based Awards

    | 2) | Target payouts under the 2023 annual incentive plan ("AIP") are based on a targeted percentage of annual base salary. The Committee reviews Company and individual performance in determining the actual incentive award as reported in the Summary Compensation Table. The company performance for 2023 was based 30% on non-GAAP diluted earnings per share, 20% on in-line and new product revenue (net of foreign exchange), 15% on revenues from new product portfolio (net of foreign exchange), 25% on pipeline performance, and 10% on the ESG Scorecard metric. Maximum represents the maximum individual incentive award allowable under the 2023 AIP and for the Named Executive Officers, this is 200% of his or her target. For 2023, threshold payout for all measures was 50% of target. The threshold column above reflects the lowest possible combined payout of 5% of target based on the threshold payout on the least weighted metric. |

  174. Grants of Plan-Based Awards

    | 3) | Reflects PSUs which cliff vest on the third anniversary of the grant date. Performance targets under these PSUs are based 40% on 3-year cumulative in-line and new product revenue (net of foreign exchange), 25% on 3-year cumulative operating margin, and 35% on 3-year relative TSR CAGR versus our peer group. Threshold payout for all three measures is 50% of target. The threshold column above reflects the lowest possible combined payout of 12.50% of target based on the threshold payout on the least weighted metric only. The maximum performance will result in a payout of 200% of target. PSUs do not accrue dividend equivalents. |

  175. Grants of Plan-Based Awards

    | 3a) | Reflects the additional performance share unit award granted to Dr. Boerner in order to bring his 2023 total long-term incentive value to the level deemed appropriate by the BMS Board of Directors for his new position as CEO, effective November 11, 2023. These PSUs have the same vesting schedule and other performance provisions as the PSUs granted on March 10, 2023. |

  176. Grants of Plan-Based Awards

    | 4) | Reflects MSUs which vest in equal annual installments on the first, second, third and fourth anniversaries of the grant date. Each MSU converts into the number of shares of Common Stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing Common Stock price on the February 28 measurement date immediately preceding the vesting date plus the nine prior trading days divided by the average Common Stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 80% and the maximum payout factor is 225%. These MSUs do not accrue dividend equivalents. |

  177. Grants of Plan-Based Awards

    | Bristol Myers Squibb 2024 Proxy Statement | 75 |

  178. Grants of Plan-Based Awards

    | 4a) | Reflects the additional 2023 market share unit award granted to Dr. Boerner in order to bring his 2023 total long-term incentive value to the level deemed appropriate by the BMS Board of Directors for his new position as CEO, effective November 1, 2023. The payout factor is a ratio of the average of the closing Common Stock price on the October 30 measurement date immediately preceding the vesting date plus the nine prior trading days divided by the average Common Stock price on the grant date (also a 10-day average). These MSUs have the same vesting schedule and other performance provisions as the MSUs granted on March 10, 2023. |

  179. Grants of Plan-Based Awards

    | 5) | Fair value for the portion of these PSUs related to the relative TSR CAGR measure (35% weighting) is estimated as of the date of grant on March 10, 2023 using a Monte Carlo simulation. Estimated fair value of this portion was determined to be $73.60, which represents 112% of the grant date closing Common Stock price of $65.71. The assumptions used in this Monte Carlo simulation were as follows: volatility for BMY of 22.7%, the average for the peers of 27.7% and correlation co-efficient average of 39.8% based on three-year historical stock price data; assumed dividend yield of 3.47% based on the most recent annualized payment of $2.28 per share and the grant date stock price of $65.71; BMY’s starting TSR of -3.8% and the average for the peers of -1.4%, and a risk-free rate of 4.31%. Fair value for the remaining portion of these PSUs, related to Company financial measures (65% weighting), is calculated based on the grant date closing Common Stock price of $65.71 on March 10, 2023 and a probable outcome of a 100% payout, discounted for the lack of dividends. Estimated fair value of this portion was determined to be $59.10, which represents 89.9% of the grant date closing Common Stock price of $65.71. Therefore, the estimated grant date fair value for the whole PSU award equals $64.18, which represents 97.7% of the grant date closing Common Stock price of $65.71. |

  180. Grants of Plan-Based Awards

    | 6) | Fair value of these MSUs is estimated as of the date of grant on March 10, 2023 using a Monte Carlo simulation. Estimated fair value was determined to be $58.15, which represents 88.50% of the grant date closing Common Stock price of $65.71. The assumptions used in the Monte Carlo simulation were as follows: volatility for BMY of 22.6% based on four-year historical stock price data; assumed dividend yield of 3.47% based on the most recent annualized payment of $2.28 per share and the grant date stock price of $65.71; BMY’s starting performance was -3.8%; and risk-free rate for each measurement period of: |

  181. Grants of Plan-Based Awards

    | • | Tranche 1 ending Feb 28, 2024: 4.90%; |

  182. Grants of Plan-Based Awards

    | • | Tranche 2 ending Feb 28, 2025: 4.60%; |

  183. Grants of Plan-Based Awards

    | • | Tranche 3 ending Feb 28, 2026: 4.31%; and |

  184. Grants of Plan-Based Awards

    | • | Tranche 4 ending Feb 28, 2027: 4.03%. |

  185. Grants of Plan-Based Awards

    | 7) | Fair value for the portion of these PSUs related to the relative TSR CAGR measure (35% weighting) is estimated as of the date of grant on November 1, 2023 using a Monte Carlo simulation. Estimated fair value of this portion was determined to be $23.59, which represents 46.0% of the grant date closing Common Stock price of $51.28. The assumptions used in this Monte Carlo simulation were as follows: volatility for BMY of 19.6%, the average for the peers of 24.2% and correlation co-efficient average of 31.4% based on three-year historical stock price data; assumed dividend yield of 4.45% based on the most recent annualized payment of $2.28 per share and the grant date stock price of $51.28; BMY’s starting TSR of -22.9% and the average for the peers of 5.0%, and a risk-free rate of 4.89%. Fair value for the remaining portion of these PSUs, related to Company financial measures (65% weighting), is calculated based on the grant date closing Common Stock price of $51.28 on November 1, 2023 and a probable outcome of a 100% payout, discounted for the lack of dividends. Estimated fair value of this portion was determined to be $44.74, which represents 87.2% of the grant date closing Common Stock price of $51.28. Therefore, the estimated grant date fair value for the whole PSU award equals $37.34, which represents 72.8% of the grant date closing Common Stock price of $51.28. |

  186. Grants of Plan-Based Awards

    | 8) | Fair value of these MSUs is estimated as of the date of grant on November 1, 2023 using a Monte Carlo simulation. Estimated fair value was determined to be $42.43, which represents 82.75% of the grant date closing Common Stock price of $51.28. The assumptions used in the Monte Carlo simulation were as follows: volatility for BMY of 22.1% based on four-year historical stock price data; assumed dividend yield of 4.45% based on the most recent annualized payment of $2.28 per share and the grant date stock price of $51.28; BMY’s starting performance was -5.0%; and risk-free rate for each measurement period of: |

  187. Grants of Plan-Based Awards

    | • | Tranche 1 ending October 30, 2024: 5.37%; |

  188. Grants of Plan-Based Awards

    | • | Tranche 2 ending October 30, 2025: 4.95%; |

  189. Grants of Plan-Based Awards

    | • | Tranche 3 ending October 30, 2026: 4.76%; and |

  190. Grants of Plan-Based Awards

    | • | Tranche 4 ending October 30, 2027: 4.72%. |

  191. Grants of Plan-Based Awards

    | Bristol Myers Squibb 2024 Proxy Statement | 76 |

  192. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  193. Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | Name | Grant Date/ Performance Award Period | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)(2) | | Giovanni Caforio, M.D. | 1/1/2021-2/28/2024 | | | 285,808(3) | $14,664,808 | | | 1/1/2022-2/28/2025 | | | 266,570(4) | $13,677,707 | | | 1/1/2023-2/28/2026 | | | 281,030(5) | $14,419,649 | | | 3/10/2020 | | | 46,818(6) | $2,402,232 | | | 3/10/2021 | | | 95,270(6) | $4,888,304 | | | 3/10/2022 | | | 149,947(7) | $7,693,768 | | | 3/10/2023 | | | 74,942(8) | $3,845,253 | | Christopher S. Boerner, Ph.D. | 1/1/2021-2/28/2024 | | | 83,820(3) | $4,300,804 | | | 1/1/2022-2/28/2025 | | | 79,400(4) | $4,074,014 | | | 1/1/2023-2/28/2026 | | | 116,372(5) | $5,971,047 | | | 3/10/2020 | | | 11,486(6) | $589,347 | | | 3/10/2021 | | | 27,940(6) | $1,433,601 | | | 3/10/2022 | | | 44,663(7) | $2,291,633 | | | 3/10/2023 | | | 21,546(8) | $1,105,505 | | | 11/1/2023 | | | 9,486(8) | $486,747 | | David V. Elkins | 1/1/2021-2/28/2024 | | | 96,514(3) | $4,952,133 | | | 1/1/2022-2/28/2025 | | | 91,832(4) | $4,711,900 | | | 1/1/2023-2/28/2026 | | | 94,848(5) | $4,866,651 | | | 3/10/2020 | | | 16,054(6) | $823,731 | | | 3/10/2021 | | | 32,174(6) | $1,650,848 | | | 3/10/2022 | | | 51,656(7) | $2,650,444 | | | 3/10/2023 | | | 25,293(8) | $1,297,774 | | Samit Hirawat, M.D. | 1/1/2021-2/28/2024 | | | 58,622(3) | $3,007,895 | | | 1/1/2022-2/28/2025 | | | 57,186(4) | $2,934,214 | | | 1/1/2023-2/28/2026 | | | 70,258(5) | $3,604,938 | | | 3/10/2020 | | | 8,384(6) | $430,183 | | | 3/10/2021 | | | 19,542(6) | $1,002,700 | | | 3/10/2022 | | | 32,168(7) | $1,650,553 | | | 3/10/2023 | | | 18,735(8) | $961,303 |

  194. Outstanding Equity Awards at Fiscal Year-End

    | Bristol Myers Squibb 2024 Proxy Statement | 77 |

  195. Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | Name | Grant Date/ Performance Award Period | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested ($)(2) | | Sandra Leung | 1/1/2021-2/28/2024 | | | 70,278(3) | $3,605,964 | | | 1/1/2022-2/28/2025 | | | 64,192(4) | $3,293,692 | | | 1/1/2023-2/28/2026 | | | 64,988(5) | $3,334,534 | | | 3/10/2020 | | | 11,578(6) | $594,067 | | | 3/10/2021 | | | 23,428(6) | $1,202,091 | | | 3/10/2022 | | | 36,110(7) | $1,852,817 | | | 3/10/2023 | | | 17,330(8) | $889,223 | | Elizabeth Mily | 1/1/2021-2/28/2024 | | | 48,064(3) | $2,466,164 | | | 1/1/2022-2/28/2025 | | | 43,904(4) | $2,252,714 | | | 1/1/2023-2/28/2026 | | | 43,912(5) | $2,253,125 | | | 4/1/2020 | | | 7,326(6) | $375,897 | | | 3/10/2021 | | | 16,024(6) | $822,191 | | | 3/10/2022 | | | 24,696(7) | $1,267,152 | | | 3/10/2023 | | | 11,710(8) | $600,820 | | | 4/1/2020 | 2,685 | $137,767(9) | | |

  196. Outstanding Equity Awards at Fiscal Year-End

    | 1) | Represents RSUs outstanding as of December 31, 2023. |

  197. Outstanding Equity Awards at Fiscal Year-End

    | 2) | Values are based on the closing Common Stock price on December 29, 2023 of $51.31. |

  198. Outstanding Equity Awards at Fiscal Year-End

    | 3) | Represents target number of PSUs granted under the 2021-2023 award at max payout of 200%. The award vested on March 10, 2024. |

  199. Outstanding Equity Awards at Fiscal Year-End

    | 4) | Represents target number of PSUs granted under the 2022-2024 award at max payout of 200%. These PSUs cliff vest on the third anniversary of the grant date |

  200. Outstanding Equity Awards at Fiscal Year-End

    | 5) | Represents target number of PSUs granted under the 2023-2025 award at max payout of 200%. These PSUs cliff vest on the third anniversary of the grant date. |

  201. Outstanding Equity Awards at Fiscal Year-End

    | 6) | Represents MSUs at maximum payout of 200%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. |

  202. Outstanding Equity Awards at Fiscal Year-End

    | 7) | Represents MSUs at maximum payout of 225%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. |

  203. Outstanding Equity Awards at Fiscal Year-End

    | 8) | Represents MSUs at threshold payout of 80%. These MSUs vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to a payout factor. |

  204. Outstanding Equity Awards at Fiscal Year-End

    | 9) | These RSUs vest in four equal installments on each of the first, second, third, and fourth anniversaries of the grant date. |

  205. Outstanding Equity Awards at Fiscal Year-End

    | Bristol Myers Squibb 2024 Proxy Statement | 78 |

  206. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  207. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(2) ($) | | Giovanni Caforio, M.D. | 0 | $0(3) | | | 112,227 | $7,374,436(4) | | | 157,593 | $10,355,436(5) | | Christopher S. Boerner, Ph.D. | 2,638 | $132,164(3) | | | 29,023 | $1,907,101(4) | | | 38,656 | $2,540,086(5) | | David V. Elkins | 8,792 | $440,479(3) | | | 26,770 | $1,759,057(4) | | | 54,031 | $3,550,377(5) | | Samit Hirawat, M.D. | 9,357 | $598,380(3) | | | 15,570 | $1,023,105(4) | | | 28,208 | $1,853,548(5) | | Sandra Leung | 0 | $0(3) | | | 27,755 | $1,823,781(4) | | | 38,966 | $2,560,456(5) | | Elizabeth Mily | 2,684 | $186,028(3) | | | 13,290 | $890,753(4) | | | 24,656 | $1,620,146(5) |

  208. Option Exercises and Stock Vested

    | 1) | There were no stock options exercised by any of our Named Executive Officers in 2023. |

  209. Option Exercises and Stock Vested

    | 2) | The value realized for each RSU, MSU and PSU award was determined by multiplying the number of units that vested by the closing share price of our Common Stock on the respective vesting date. |

  210. Option Exercises and Stock Vested

    | 3) | Reflects RSUs that vested during 2023. |

  211. Option Exercises and Stock Vested

    | 4) | Reflects MSUs that vested during 2023. |

  212. Option Exercises and Stock Vested

    | 5) | Reflects payouts of the vested 2020-2022 PSUs based on the closing Common Stock price of $65.71 on March 10, 2023. |

  213. Present Value of Accumulated Pension Benefits

    Present Value of Accumulated Pension Benefits

  214. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The Bristol-Myers Squibb Company Benefit Equalization Plan—Savings and Investment Program (BEP—Savings Plan) is a nonqualified deferred compensation plan that allows employees to defer a portion of their total eligible cash compensation and to receive company matching contribution credits in excess of contributions allowed under the Bristol-Myers Squibb Company Savings and Investment Program. The Savings and Investment Program is a tax-qualified plan, as defined under Sections 401(a) and 401(k) of the Internal Revenue Code. Employees who are eligible to participate in the Savings and Investment Program, and whose compensation and/or total contributions exceed the IRS qualified plan limits, are eligible for the BEP—Savings Plan. The key provisions of the BEP—Savings Plan are as follows:

  215. Non-Qualified Deferred Compensation Plan

    | • | Employee deferrals to the BEP—Savings Plan begin, in accordance with an employee’s timely-filed election, once the employee’s total eligible compensation paid for the year exceeds the limit under Section 401(a)(17) of the Internal Revenue Code, and / or total contributions to the Savings and Investment Program exceed the limits under Section 415(c) of the Internal Revenue Code. |

  216. Non-Qualified Deferred Compensation Plan

    | • | Employees may defer no less than 2% and up to 75% of their eligible BEP compensation. |

  217. Non-Qualified Deferred Compensation Plan

    | • | The company matching contribution credit generally equals 100% of the employee’s contribution deferral credit on the first 6% of eligible BEP compensation that an employee elects to defer for each pay period. |

  218. Non-Qualified Deferred Compensation Plan

    | • | An additional, discretionary company contribution credit is applied to each individual account in the qualified Savings and Investment Program annually, in an amount based on a point system of a participant’s age plus service: below 40 points—3% of total eligible cash compensation; between 40 and 59 points—4.5%; and at 60 points and above—6%. If the full amount of the annual company contribution calculated in accordance with the Savings and Investment Program formula cannot be made to the qualified Savings and Investment Program due to application of the Section 401(a)(17) limit on contributions and/or the Section 415(c) limit on contributions, the excess amount is credited to the employee’s account under the BEP-Savings Plan. |

  219. Non-Qualified Deferred Compensation Plan

    | • | The plan is unfunded. Benefits are paid from general assets of the Company. |

  220. Non-Qualified Deferred Compensation Plan

    | • | Employees may allocate their contributions among various notional investment options that provide different combinations of risk and return potential, and employees can generally elect to change their investment elections each business day. |

  221. Non-Qualified Deferred Compensation Plan

    | • | For plan balances prior to January 2024, the employee’s full balance under the BEP—Savings Plan is paid following a separation from service, or, if eligible, an election can be made at least 12 months prior to a separation from service to defer payments until a later date that is no earlier than five (5) years following the date of separation from service. Effective with the 2024 plan year, employees have the option each year of electing, for that year’s deferral, the form of payment of a termination distribution (lump sum payment or 2-15 year annual installments payable within 60 days after separation from service) and may also elect an optional in-service distribution of such amount (lump sum payment or 2-5 year annual installments payable at least 2 years after the deferral plan year) payable if the employee has not separated from service as of the designated in-service payment date. The BEP-Savings Plan is subject to Section 409A of the Internal Revenue Code. Therefore, in all cases, a distribution for an executive classified as a “Specified Employee” of the Company, as defined under Section 409A, is subject to a six-month delay following the executive’s separation from service in accordance with the Section 409A regulations. |

  222. Non-Qualified Deferred Compensation Plan

    | Bristol Myers Squibb 2024 Proxy Statement | 81 |

  223. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan

  224. Non-Qualified Deferred Compensation Plan

    | Name | Executive Contributions in 2023(1) | Registrant Contributions in 2023(2) | Aggregate Earnings in 2023(3) | Aggregate Withdrawals/ Distributions in 2023 | Aggregate Balance at December 31, 2023(2)(4) | | Giovanni Caforio, M.D.(5) | $292,504 | $601,322 | $1,761,933 | $0 | $12,890,411 | | Christopher S. Boerner, Ph.D.(5) | $242,170 | $264,186 | $482,529 | $0 | $3,466,818 | | David V. Elkins(5) | $152,183 | $280,685 | $267,480 | $0 | $1,424,924 | | Samit Hirawat, M.D.(5) | $148,839 | $257,022 | $212,965 | $0 | $1,417,729 | | Sandra Leung(5) | $123,406 | $266,613 | $1,960,931 | $0 | $13,077,937 | | Elizabeth Mily(5) | $48,326 | $153,975 | $49,251 | $0 | $498,819 |

  225. Non-Qualified Deferred Compensation Plan

    | 1) | The contribution amounts in this column reflect the deferral of a portion of 2023 base salary and the 2022 annual incentive award that was paid in March 2023. The base salary deferral amount is included as 2023 Salary in the Summary Compensation Table. The 2022 annual incentive award deferral amount was also included as 2022 Non-Equity Incentive Plan Compensation in the 2022 Summary Compensation Table. |

  226. Non-Qualified Deferred Compensation Plan

    | 2) | The contribution amounts in this column are included as 2023 All Other Compensation in the Summary Compensation Table. Includes the additional annual registrant contributions earned in 2023 but paid in February 2024. |

  227. Non-Qualified Deferred Compensation Plan

    | 3) | Aggregate earnings are not reflected in the 2023 Summary Compensation Table and were not reflected in prior years’ Summary Compensation Tables. The company does not pay above-market interest rates on non-qualified deferred compensation. |

  228. Non-Qualified Deferred Compensation Plan

    | 4) | Portions of the aggregate balances in this column reflect amounts reported in the Summary Compensation Tables in prior years as follows: Dr. Caforio, $965,990 for 2020, $1,024,589 for 2021 and $880,263 for 2022; Ms. Leung, $455,791 for 2020, $458,838 for 2021 and $401,022 for 2022; Dr. Boerner, $433,470 for 2020, $483,983 for 2021 and $464,699 for 2022; and Mr. Elkins, $415,782 for 2021 and $369,430 for 2022. |

  229. Non-Qualified Deferred Compensation Plan

    | 5) | Reflects 2023 activity and aggregate balances in the non-qualified BEP-Savings Plan. |

  230. Retirement and Death

    Retirement and Death The following benefits are generally available to all salaried employees including the Named Executive Officers: Annual Incentive—Under the Annual Incentive Plan, employees are eligible for a pro-rata award based on the number of days worked in the performance period and paid by March 15th following the performance period. Restricted Stock Units—Employees are eligible to vest in a pro-rata portion of RSUs held at least one year from the grant date; provided that if an employee turns 65 on or prior to their retirement or death, then any unvested RSUs held for at least one year will vest in full prior to their retirement or death. Market Share Units—Employees are eligible to vest in a pro-rata portion of MSUs held at least one year from the grant date, subject to performance provisions; provided that if an employee turns 65 on or prior to their retirement or death, then any unvested MSUs held for at least one year will vest in full upon their retirement or death, subject to performance provisions. Performance Share Units—Employees are eligible to vest in a pro-rata portion of unvested PSUs held at least one year from the grant date subject to performance provisions. Defined Benefit Pension Excess Benefit Plan—Employees may be eligible for benefits accrued under the BEP—Retirement Plan. Savings Plans—Employees are eligible for benefits accumulated under our Savings and Investment Program and the BEP—Savings Plan (as well as a pro-rata annual contribution (if applicable) on eligible compensation paid in the year of separation from service or death). Post-Retirement Medical and Life Insurance—Employees age 55 or older with 10 years of service or age 65 or over at the time of retirement are eligible for post-retirement medical and life insurance benefits provided that they were employed by a company participating in the Bristol-Myers Squibb Company Health & Welfare Benefit Plan at the time that their employment ended. Employees retiring with less than 10 years of service are not eligible to receive a company subsidy for their post-retirement medical coverage.

  231. Pay Ratio

    Pay Ratio To determine the ratio of the CEO’s annual total compensation to the median annual total compensation of all employees excluding the CEO, we identified the median employee as of October 1, 2023 using target total cash compensation (i.e., salary plus 2023 target incentive award). We believe this measure most reasonably reflects the typical annual compensation of our employee population, and was consistently applied for all employees. We believe that there have not been any material changes in our employee population or compensation arrangements that would require us to change our methodology for 2023. We calculated that the median employee’s 2023 total compensation, as determined in the same manner as “Total Compensation” in the 2023 Summary Compensation Table, was $151,172. Dr. Caforio who was CEO at the time we identified our median employee, had an annual total compensation equal to the amount included in the “Total Compensation” column of the 2023 Summary Compensation Table, which results in an annual total compensation for 2023 of $19,661,434. Based on this information, for 2023, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees of the Company was 130 to 1.

  232. Pay Ratio

    | Bristol Myers Squibb 2024 Proxy Statement | 88 |

  233. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the CMDC views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the Compensation Discussion and Analysis (beginning on page 37). The CMDC did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the SCT total values for the applicable year as described in the footnotes to the following table.

  234. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance The following table sets forth information concerning the compensation actually paid to our CEO and other NEOs compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020. The NEOs, including the CEO, represent the following individuals for years 2020 through 2022: Dr. Giovanni Caforio (CEO), Dr. Chris Boerner, Mr. David Elkins, Dr. Rupert Vessey and Ms. Sandra Leung. For 2023, if reflects the following individuals: Dr. Giovanni Caforio (Former CEO), Dr. Chris Boerner (Current CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung, and Ms. Elizabeth Mily.

  235. Tabular Disclosure of Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for Former CEO | Summary Compensation Table Total for Current CEO | Compensation Actually Paid to Former CEO(3) | Compensation Actually Paid to Current CEO(3) | Average Summary Compensation Table Total for non-CEO NEOs | Average Compensation Actually Paid to non-CEO NEOs(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income (in Millions) (GAAP)(5) | Total Revenues (in Millions)(6) | | 2023(1) | $19,661,434 | $8,461,833 | ($6,907,611) | $382,568 | $5,917,907 | ($525,203) | $91 | $142 | $8,025 | $45,006 | | 2022(2) | $20,053,032 | — | $35,057,807 | — | $6,996,472 | $10,872,377 | $123 | $139 | $6,327 | $46,159 | | 2021(2) | $19,784,806 | — | $16,505,622 | — | $7,140,446 | $6,780,078 | $103 | $126 | $6,994 | $46,385 | | 2020(2) | $20,150,902 | — | $17,644,676 | — | $7,050,986 | $6,288,633 | $100 | $102 | ($9,015) | $42,518 |

  236. Tabular Disclosure of Pay Versus Performance

    | 1) | The NEOs for 2023 are Dr. Giovanni Caforio (Former CEO), Dr. Chris Boerner (Current CEO), Mr. David Elkins, Dr. Samit Hirawat, Ms. Sandra Leung and Ms. Elizabeth Mily. |

  237. Tabular Disclosure of Pay Versus Performance

    | 2) | The NEOs for years 2020-2022 are Dr. Giovanni Caforio (CEO), Dr. Chris Boerner, Mr. David Elkins, Dr. Rupert Vessey and Ms. Sandra Leung. |

  238. Tabular Disclosure of Pay Versus Performance

    | 3) | CAP reflects the total compensation reported in the 2023 SCT for the years ended December 31, 2023, 2022, and 2021 and 2022 SCT for the year ended 2020, in each case, adjusted to include or exclude the amounts shown in the tables below for the NEOs. To calculate CAP, the following amounts were deducted from and added to SCT total compensation, computed in accordance with Item 402(v) of Regulation S-K: |

  239. Average non-CEO NEOs SCT Total to CAP Reconciliation

    | c. | Does not include any service cost for pension benefits under the U.S BEP-RIP as the plan was frozen in 2009 and, therefore, there is no service cost. The company terminated the US-RIP as of February 1, 2019, and transferred all remaining liabilities to a leading third-party insurer, Athene Holdings Ltd. No service cost has been incurred under the plan since 2014. |

  240. Average non-CEO NEOs SCT Total to CAP Reconciliation

    | d. | Reflects the value of equity calculated in accordance with the SEC methodology for determining the compensation actually paid for each year shown. |

  241. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure As described in more detail in the CD&A, a substantial portion of the Company’s executive compensation program is variable and at risk based on operational, financial, strategic and share price performance. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the table above. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.

  242. Compensation Actually Paid and Total Revenues

    Compensation Actually Paid and Total Revenues CAP is generally aligned with the Company’s total revenues over the four years as presented in the chart below. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that total revenues is the Company’s most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link NEO CAP to company performance for fiscal year 2023. The Company utilizes revenue as a performance metric for the Company’s annual incentive program and PSU awards granted to the NEOs in the long-term incentive program. As described in more detail in the section titled “Executive Compensation Program Overview” on page 47, 15% of annual incentives for 2023 were based on achieving revenue goals for our New Product Portfolio and in combination with our In-Line and New Product revenue, revenue goals accounted for a total of 35% of the annual incentive plan and 40% for the PSUs.

  243. Compensation Actually Paid and Total Revenues

    | Bristol Myers Squibb 2024 Proxy Statement | 91 |