DEF 14A of Amgen Inc
Filed Apr 8, 2013 · FY20120001193125-13-145924
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Under the Amgen Inc. Restated Certificate of Incorporation and the Amended and Restated Bylaws of Amgen Inc., the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. On December 31, 2012, Kevin W. Sharer retired from service on our Board, and on December 13, 2012, Robert A. Eckert was appointed to serve on our Board. Admiral J. Paul Reason will not be standing for re-election to the Board at the 2013 Annual Meeting of Stockholders, or Annual Meeting. Effective as of the Annual Meeting, the Board will fix the authorized number of directors at thirteen. Effective January 1, 2013, the independent members of our Board elected Vance D. Coffman as our lead independent director with specific and significant duties as discussed under “Corporate Governance” in this proxy statement. Based upon the recommendation of our Governance and Nominating Committee, the Board has nominated each of the current directors set forth below to stand for re-election, or in the case of Mr. Eckert, to stand for initial election by our stockholders, in each case for a one-year term expiring at our 2014 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death.
ELECTION OF DIRECTORS
| Nominee | Age | Director Since | Audit | Governance and Nominating | Executive | Compensation and Management Development | Equity Award | Corporate Responsibility and Compliance | | Dr. David Baltimore | 75 | 1999 | X | X | | | | | | Mr. Frank J. Biondi, Jr. | 68 | 2002 | C | | X | X | | | | Mr. Robert A. Bradway | 50 | 2011 | | | C | | X | | | Mr. François de Carbonnel | 66 | 2008 | X | X | | | | | | Dr. Vance D. Coffman | 69 | 2007 | | C | X | X | X | | | Mr. Robert A. Eckert | 58 | 2012 | X | | | | | X | | Dr. Rebecca M. Henderson | 52 | 2009 | | X | | | | X | | Mr. Frank C. Herringer | 70 | 2004 | | X | X | C | C | | | Dr. Tyler Jacks | 52 | 2012 | | X | | | | X | | Dr. Gilbert S. Omenn | 71 | 1987 | X | | | | | X | | Ms. Judith C. Pelham | 67 | 1995 | X | | | | | X | | Mr. Leonard D. Schaeffer | 67 | 2004 | | | X | X | | C | | Dr. Ronald D. Sugar | 64 | 2010 | | X | | X | | |
ELECTION OF DIRECTORS
“C” indicates Chair of the committee. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even though less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or the number of directors may be reduced accordingly. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our directors meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations in Appendix B. There are no family relationships among any of our directors or among any of our directors and our executive officers. DAVID BALTIMORE Dr. David Baltimore is President Emeritus and Robert Andrews Millikan Professor of Biology at the California Institute of Technology, or Caltech. He received the Nobel Prize in Medicine as a co-recipient in 1975. Dr. Baltimore has been a director of Regulus Therapeutics Inc., a biopharmaceutical company, since 2008, serving on its Nominating and Governance Committee. Dr. Baltimore was a director of BB Biotech, AG, a Swiss investment company, from 2004 to March 2011 and served as a director of MedImmune, Inc., a privately-held antibody formulation company, from 2003 to 2007. He has also been a member of the board of directors of Immune Design Corp. (formerly Vaccsys), a privately-held vaccine company of which he is a founder, since 2008. Also in 2008, he became a founder of Calimmune, Inc., a privately-held company developing a stem-cell HIV/AIDS therapy, and serves as Chairman of the board of directors. Dr. Baltimore was President of Caltech from 1997 to 2006. Prior to this, he was a professor at the Massachusetts Institute of Technology, or MIT, and at The Rockefeller University where he also served as the President. During this time he was also the Chairman of the National Institutes of Health AIDS Vaccine Research Committee, a director and member of the Whitehead Institute for Biomedical Research, and a professor of microbiology and research professor of the American Cancer Society. He was a postdoctoral fellow at MIT and Albert Einstein College of Medicine and on the staff of The Salk Institute for Biological Studies. Dr. Baltimore has been awarded honorary degrees from numerous institutions, including Harvard, Yale and Columbia. Dr. Baltimore holds leadership roles in a number of scientific and philanthropic non-profit organizations, currently serving as a director and member of the Board of Scientific Counselors of the Broad Institute of MIT and Harvard, a director of the Foundation for Biomedical Research, a member of the Human Genome Organisation and a member of the scientific advisory board of Immune Design Corp. The Board concluded that Dr. Baltimore should serve on the Board because Dr. Baltimore has spent his career in scientific academia at a number of well-known and highly regarded institutions. This experience provides Dr. Baltimore with extensive scientific knowledge and a deep understanding of our industry and of the research and development activities and operations of our Company. FRANK J. BIONDI Mr. Frank J. Biondi, Jr. has served as Senior Managing Director of WaterView Advisors LLC, an investment advisor organization, since 1999. Prior to WaterView Advisors, Mr. Biondi was the Chairman and Chief Executive Officer of Universal Studios, Inc. from 1996 to 1998, the President and Chief Executive Officer of Viacom, Inc. from 1987 to 1996, Executive Vice President of Entertainment Business Sector of The Coca-Cola Company and Chairman and Chief Executive Officer of Coca-Cola Television from 1985 to 1987, Vice President of Time Inc. from 1978 to 1984 and Chairman and Chief Executive Officer of its subsidiary Home Box Office, Inc. from 1982 to 1984, and Assistant Treasurer of the Children’s Television Workshop from 1974 to 1978. Mr. Biondi has been a director of Cablevision Systems Corp., a telecommunications, media and entertainment company, since 2005, Hasbro, Inc., a toy and games company, since 1999, Seagate Technology, a manufacturer of hard disk drives, since 2005 and RealD Inc., a global licensor of three-dimensional technologies, since July 2010. He serves on the Compensation and Nominating and Governance Committees of Hasbro, on the Compensation and Finance and Strategic and Financial Transactions Committees of Seagate Technology and on the Compensation and Audit Committees of RealD. Mr. Biondi serves as the lead director of RealD. From 2008 until May 2010, Mr. Biondi was a director of Yahoo! Inc., a provider of Internet services, serving on its Compensation Committee. From 2002 to 2008, he was a director of Harrahs Entertainment, Inc., a gaming corporation, serving on its Compensation and Governance Committees, and from 1995 to 2008 he was a director of The Bank of New York Mellon Corporation, an asset management and securities services company, serving on its Compensation and Risk Committees. He has also been a director of Vail Resorts, Inc., a mountain resort operator, and The Seagram Company, a liquor and spirits company. The Board concluded that Mr. Biondi should serve on the Board due to Mr. Biondi’s experience as chief executive officer of many large, public companies and his current role with WaterView Advisors which provide valuable management and leadership skills, as well as an understanding of the operations and financial results and prospects of our Company. Given his financial and leadership experience, Mr. Biondi has been determined to be an Audit Committee financial expert by our Board. ROBERT A. BRADWAY Mr. Robert A. Bradway has served as our director since October 2011 and Chairman of the Board since January 1, 2013. Mr. Bradway has been our President since May 2010 and Chief Executive Officer since May 2012. From May 2010 to May 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from April 2007 to May 2010. Prior to joining Amgen, he was a Managing Director and Head of International Banking at Morgan Stanley in London since 2001 where he had responsibility for the firm’s banking department and corporate finance activities in Europe and focused on healthcare. Mr. Bradway has been a director of Norfolk Southern Corporation, a transportation company, since July 2011, serving on its Audit and Finance Committees.
ELECTION OF DIRECTORS
The Board concluded that Mr. Bradway should serve on the Board due to Mr. Bradway’s knowledge of all aspects of our business, combined with his leadership and management skills having served as our President and Chief Operating Officer and formerly our Chief Financial Officer. During this time, Mr. Bradway provided strong leadership through a variety of challenges and this positions him well to serve as a director and provides the Board with a knowledgeable perspective with regard to the Company’s products and operations. FRANÇOIS DE CARBONNEL Mr. François de Carbonnel is a director of corporations and corporate advisor. Mr. de Carbonnel was a director of Thomson S.A., a French multimedia corporation, from 2007 to January 2010, serving as Chairman of the Audit Committee throughout his tenure as a director, and as non-executive Chairman of the Board from April 2008 to April 2009. He has also been a director and President of the Remuneration and Nominating Committee of Pages Jaunes S.A., a French company which publishes directories and internet band advertising, since 2004. Mr. de Carbonnel has been a director of a number of funds managed by Ecofin, a privately-held investment management firm that provides discretionary fund management services and advice to institutions, utilities and infrastructure industries since 2004 and of Mazars Group, a privately-held international organization specializing in audit, accountancy, tax, legal and advisory services since December 2011, where he also serves as chair of the Audit Committee. Mr. de Carbonnel has been a director of Groupe Foncier de L’ile de France (GFI), a privately-held French real estate company since 1995. Mr. de Carbonnel became the Chairman of Woodside Holdings Investment Management Pte. Ltd., a non-listed Singapore-based fund management company, in 2012. Mr. de Carbonnel was a director of Quilvest S.A., a Luxembourg company which provides wealth management and private equity services, from 2006 to 2012. Mr. de Carbonnel was the Senior Advisor of the Global Corporate and Investment Bank of Citigroup from 2004 to 2006, and its Managing Director from 1999 to 2004. He was the Chairman and Chief Executive Officer of Midial S.A., a French company, from 1994 to 1998, Chairman of General Electric Capital SNC from 1996 to 1998. He was a corporate Vice President of General Electric Company and President of General Electric Capital-Europe from 1990 to 1992, President of Strategic Planning Associates, an international consulting company, from 1981 to 1990 and Vice President of Boston Consulting Group from 1971 to 1981. He has been a member of the business board of advisors of the Carnegie Mellon Tepper School of Business since 1984. Mr. de Carbonnel is a French citizen and resides in Europe. The Board concluded that Mr. de Carbonnel should serve on the Board because Mr. de Carbonnel has acquired knowledge, skills and brings a strong vantage point through his international career as an executive officer of well-known consulting companies as well as a number of public companies. This perspective is important as the Company undertakes further global expansion plans. Given his experience in the financial industry, Mr. de Carbonnel has been determined to be an Audit Committee financial expert by our Board. VANCE D. COFFMAN Dr. Vance D. Coffman is our lead independent director. Dr. Coffman has been a director of 3M Company, a consumer and office products and services company, since 2002 and he has been a director of Deere & Company, a farm and construction machinery company, since 2004. He serves on the Nominating and Governance Committee and chairs the Compensation Committee of 3M Company and serves on the Corporate Governance and Executive Committees and chairs the Compensation Committee of Deere & Company. Dr. Coffman was also director of Bristol-Myers Squibb Company, a pharmaceutical company, and a member of its Audit, Governance and Compliance Committees, from 1998 to 2007. Dr. Coffman was the Chairman of the Board and Chief Executive Officer of Lockheed Martin Corporation, an aerospace and defense company, from 1998 to 2005, and was ex officio member of all board committees. From 1997 to 1998, he was Vice Chairman of the Board and Chief Executive Officer of Lockheed Martin. He is currently on the Board of Trustees of the Naval Postgraduate School Foundation, the Advisory Board of Stanford University and the Board of Governors of the Iowa State University Foundation. Dr. Coffman has been a Member of the National Academy of Engineering since 1997 and a Fellow of the American Institute of Aeronautics and Astronautics and the American Astronautical Society since 1989 and 1997, respectively. The Board concluded that Dr. Coffman should serve on the Board as during his service as Chairman of the Board and Chief Executive Officer of Lockheed Martin, Dr. Coffman acquired important leadership and management skills that provide insight into the operations of our Company and the challenges of managing a complex organization. ROBERT A. ECKERT Mr. Robert A. Eckert has served as a director of our Company since December 2012. Mr. Eckert was first identified to the Governance and Nominating Committee as a potential director candidate by Kevin W. Sharer. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., having held this position from 2000 through December 2011. He was President and Chief Executive Officer of Kraft Foods, Inc. from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992. Mr. Eckert was Chairman of the Board of Mattel, Inc., a toy design, manufacture and marketing company, from 2000 through December 31, 2012. He has been a director of McDonald’s Corporation, a company which franchises and operates McDonald’s restaurants in the global restaurant industry, since 2003, serving as the Chair of the Compensation Committee and a member of the Executive and Governance Committees. Mr. Eckert also has served as a director of Levi Strauss & Co., a privately-held jeans and casual wear manufacturer, since 2010. Mr. Eckert is on the Dean’s Advisory Board of the Kellogg Graduate School of Management and serves on the Eller College National Board of Advisors at the University of Arizona. The Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s recent and long-tenured experience as a Chief Executive Officer of large public companies, his broad international experience in marketing and business development and his valuable leadership experience. REBECCA M. HENDERSON Dr. Rebecca M. Henderson has been the John and Natty McArthur University Professor at Harvard University since September 2011 and has been on the faculty of the Harvard Business School serving as the Senator John Heinz Professor of Environmental Management since July 2009. Prior to this, she was a professor of management at MIT for 21 years, having been the Eastman Kodak LFM Professor of Management since 1999. Since 1995, she has also been a Research Associate at the National Bureau of Economic Research. She specializes in technology strategy and the broader strategic problems faced by companies in high technology industries. Dr. Henderson has been a director of IDEXX Laboratories, Inc., a company which develops and commercializes technology-based products and services for veterinary, food and water applications, since 2003, serving on its Finance Committee and chairing its Nominating and Governance Committee.
ELECTION OF DIRECTORS
Dr. Henderson has also served as a director of the Ember Corporation, a privately-held semiconductor chip manufacturer, and on its Compensation Committee, from 2001 to July 2009. She has further been a director of Linbeck Construction Corporation, a privately-held facility solutions company. In May 2011, Dr. Henderson was appointed to the U.S. Department of Commerce Innovation Advisory Board which was established as a result of the America COMPETES Reauthorization Act of 2010 signed into law by President Obama on January 4, 2011 and which guided a study of U.S. economic competitiveness and innovation to help inform national policies at the heart of U.S. job creation and global competitiveness. Dr. Henderson has published articles, papers and reviews in a range of scholarly journals, and sits on the editorial board of Research Policy, a multi-disciplinary journal. Dr. Henderson received an undergraduate degree from the Massachusetts Institute of Technology and a doctorate from Harvard University. The Board concluded that Dr. Henderson should serve on the Board because Dr. Henderson’s study of the complex strategy issues faced by high technology companies provides unique insight into the Company’s strategic and technology issues. FRANK C. HERRINGER Mr. Frank C. Herringer has been Chairman of the Board of Transamerica Corporation, a financial services company, since 1995. Mr. Herringer was an executive with Transamerica for 20 years, including its Chief Executive Officer from 1991 until its acquisition by Aegon N.V. in 1999, subsequently serving on Aegon’s Executive Board for one year and he is currently a director of Aegon U.S. Holding Corporation, a position he has held since 1999. Mr. Herringer has been a director of The Charles Schwab Corporation, a brokerage and banking company, since 1996, serving on its Compensation, Nominating and Corporate Governance Committees, and of Safeway Inc., a food and drug retailer, since 2008, serving on its Executive Compensation and Executive Committees and chairing its Nominating and Corporate Governance Committee. He is also currently a director of Cardax Pharmaceuticals, Inc., a privately-held biotechnology company, and sat on the Board of Trustees of the California Pacific Medical Center, a privately-held not-for-profit academic medical center, from 1983 until 2009. From 2002 to 2005, Mr. Herringer was a director of AT&T Corporation, and a member of its Audit and Compensation Committees. In 2004, Mr. Herringer was named an Outstanding Director of the Year by the Outstanding Director’s Exchange. Mr. Herringer received an undergraduate degree and master of business administration from Dartmouth College. The Board concluded that Mr. Herringer should serve on the Board due to Mr. Herringer’s career as Transamerica’s Chief Executive Officer and Chairman of the Board which developed Mr. Herringer’s management and leadership skills and provides an informed perspective on our financial performance, prospects and strategy. TYLER JACKS Dr. Tyler Jacks joined the Massachusetts Institute of Technology in 1992 and is currently the David H. Koch Professor of Biology and director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer. Dr. Jacks has been an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, since 2002. Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since May 2009, and serves on its Strategy and Finance Committee, Science and Technology Committee and scientific advisory board. Dr. Jacks was a founder of T2 Biosystems, Inc., a privately-held biotechnology company, since 2006. Dr. Jacks serves on numerous scientific advisory boards including Epizyme, Inc., a privately-held biopharmaceutical company, since 2007 and Aveo Pharmaceuticals Inc., a cancer therapeutics company, since 2001. Dr. Jacks was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, in October 2011. Dr. Jacks was a director of the Massachusetts Institute of Technology’s Center for Cancer Research from 2001 to 2008 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the Institute of Medicine in 2009. The Board concluded that Dr. Jacks should serve on the Board due to Dr. Jacks’ extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher and service on several scientific advisory boards. His expertise in the field of oncology, which includes pioneering the use of technology to study cancer-associated genes and to construct animal models of many human cancer types, is evidenced by his appointment to the National Cancer Advisory Board and by his numerous awards for cancer research. Dr. Jacks’ scientific knowledge and thorough understanding of our industry positions him to provide valuable insights into the scientific activities of our Company. GILBERT S. OMENN Dr. Gilbert S. Omenn has been Professor of Internal Medicine, Human Genetics and Public Health and Director of the Center for Computational Medicine and Bioinformatics at the University of Michigan since 1997. From 1997 to 2002, he was the Chief Executive Officer of the University of Michigan Health System and Executive Vice President of the University of Michigan for Medical Affairs. Previously he was a professor of medicine and of environmental health and Dean of the School of Public Health and Community Medicine at the University of Washington, as well as a senior member of the Fred Hutchinson Cancer Research Center. He has been an affiliate faculty member of the Institute for Systems Biology in Seattle since June 2009. Dr. Omenn is a director of Etubics Corporation, a privately-held, early-stage bio-pharmaceutical company developing targeted immunotherapies and vaccine products, since 2012. Dr. Omenn was a director of Rohm & Haas Co., a manufacturer of specialty chemicals (now a wholly-owned subsidiary of The Dow Chemical Company) from May 1987 until March 2009, where he served on the Audit, Nominating, and Sustainability Committees, and of OccuLogix, Inc., an early-stage eye disease therapy company, from 2005 until 2008, serving on its Finance and Compensation Committees. Dr. Omenn has been a member of the scientific advisory boards of: Motorola, Inc., an electronics and equipment company, from 1998 to December 2010; Galectin Therapeutics, Inc. (formerly Pro-Pharmaceuticals Inc), an early-stage pharmaceutical company, since July 2009; Compendia Biosciences, Inc., a privately-held bioinformatics firm, since February 2007 until October 2012 when they were acquired by Life Technologies Corporation; InnoCentive Innovation, Inc., a privately-held open innovation and crowdsourcing company, since 2006, and Armune BioSciences, Inc. a privately-held early-stage in vitro diagnostic company, since February 2008, as well as a director of the latter.
ELECTION OF DIRECTORS
Dr. Omenn’s civic, scientific and non-profit leadership roles include serving as a director of the Harvard Medical Alumni Association, Hastings Center, the Center for Public Integrity, the U.S. Civilian R&D Foundation CRDF-Global, Population Services International, Center for Naval Analysis (CNA) and the Salzburg Global Seminar. Previously, he served as a director of United Way, the Fred Hutchinson Cancer Research Center, and the American Association for the Advancement of Science. Earlier he served as Associate Director of the Office of Science and Technology Policy and Associate Director of the Office of Management and Budget in the Executive Office of the President of the United States from 1977 to 1981 and Chair of the Presidential/Congressional Commission on Risk Assessment and Risk Management from 1994 to 1997. Dr. Omenn has received several honors and awards and has published many significant papers, reviews and books. The Board concluded that Dr. Omenn should serve on the Board due to Dr. Omenn’s broad scientific, medical and research experience, including his leadership roles at the University of Michigan and the University of Washington, which provides perspectives on the requirements and behaviors of the medical community as well as special insight into the research and development, risk management, and compliance activities of our Company. JUDITH C. PELHAM Ms. Judith C. Pelham is the President Emeritus of Trinity Health, a national system of healthcare facilities, including hospitals, long-term care, home care, psychiatric care, residences for the elderly and ambulatory care, and one of the largest Catholic healthcare systems in the U.S. Prior to her current position at Trinity Health, she was the President and Chief Executive Officer of Trinity Health from 2000 to 2004, the President and Chief Executive Officer of Mercy Health Services, a system of hospitals, home care, long-term care, ambulatory services and managed care, from 1993 to 2000, the President and Chief Executive Officer of the Daughters of Charity Health Services, a network of hospitals, home care and ambulatory services, from 1982 to 1992, and the Assistant Vice President of Brigham and Women’s Hospital from 1976 to 1980. Ms. Pelham has been a director of Health Care REIT, Inc., a public real estate investment trust for senior living and health care real estate, since May 2012 and serves on its Compensation, Planning and Investment Committees. Ms. Pelham was a director of Zoll Medical Corporation, a medical products and software solutions company, from February 2011 to April 2012 when it became a wholly owned subsidiary of Asahi Kasei Group. Ms. Pelham was a director of Eclipsys Corporation, a healthcare IT solutions company, from 2009 to August 2010 when it merged with AllScripts and was a member of its Compensation Committee. In addition, from 2005 to 2006 she was a director of Hospira, Inc., a specialty pharmaceutical delivery company, and a member of its Audit and Public Policy and Compliance Committees. She also sits on the board of trustees of Smith College and is a member of its Audit, Finance, and Buildings and Grounds and Campus Life Committees and chairs the Information Technology Committee. Ms. Pelham has received numerous honors for her civic and healthcare systems leadership, including the CEO IT Achievement Award in 2004 from Modern Healthcare and the Healthcare Information Management Systems Society for her leadership in implementing information technology in healthcare provider organizations and the National Quality Healthcare Award in 2004 from the National Committee for Quality Healthcare, for innovation and implementation of clinical quality and patient safety systems. She received the American Hospital Association Partnership for Action Grassroots Advocacy Award in 1992 in recognition of her work in healthcare reform. The Board concluded that Ms. Pelham should serve on the Board due to Ms. Pelham’s career as an executive leader at a number of large healthcare systems, as well her extensive experience developing programs to improve the health status of communities and championing innovation and advances in the delivery of, access to and financing of healthcare, provide an understanding of the nation’s healthcare system, the patient populations served by our Company’s products and the operations of our Company. LEONARD D. SCHAEFFER Mr. Leonard D. Schaeffer has been a Senior Advisor for TPG Capital, a private investment firm, since 2006 and a partner at North Bristol Partners LLC, a privately-held consulting company since 2006. From 2007 to 2011, Mr. Schaeffer served as the Chairman of the Board of Surgical Care Affiliates, LLC, a privately-held company operating a national network of ambulatory surgical centers and surgical hospitals. From November 2004 to November 2005, Mr. Schaeffer served as Chairman of the Board of WellPoint, Inc., then the largest health insurance company in the United States created by the combination of WellPoint Health Networks, Inc. and Anthem, Inc. From 1992 until 2004, Mr. Schaeffer served as Chairman of the Board and Chief Executive Officer of WellPoint Health Networks, Inc. He was a director of Allergan, Inc., a specialty pharmaceutical company, from 1993 to May 2011, serving as Chair of its Organization and Compensation Committee and as a member of its Corporate Governance Committee, and serves as a director of Quintiles Transnational Corp., a privately-held clinical research and consulting services company, since 2008, serving as Chair of its Corporate Governance and Compliance Committee and on its Audit Committee. Mr. Schaeffer was a director of the National Institute for Health Care Management from 1993 to 2006 and served on its Advisory Board from 2006 to 2012. Mr. Schaeffer has been the Chairman of the Board, from 1989 to 2004, and Chief Executive Officer, from 1986 to 2002, of Blue Cross of California, President and Chief Executive Officer of Group Health, Inc., a health maintenance organization, from 1983 to 1986, Executive Vice President and Chief Operating Officer of the Student Loan Marketing Association (Sallie Mae) from 1980 to 1982, and Administrator of the Centers for Medicaid and Medicare Services, or CMS (formerly the Health Care Financing Administration), from 1978 to 1980. Prior to CMS, Mr. Schaeffer was employed by the Department of Health and Human Services in 1978, the Illinois Bureau of the Budget from 1975 to 1976 and the Illinois Department of Mental Health from 1972 to 1975. Mr. Schaeffer was named the Judge Widney Professor and Chair at the University of Southern California in 2007 and serves on the board of The Brookings Institution, the RAND Corporation and the board of fellows of Harvard Medical School. Mr. Schaeffer is also a member of the Institute of Medicine of the National Academy of Sciences. The Board concluded that Mr. Schaeffer should serve on the Board as Mr. Schaeffer’s career as a chief executive officer of health insurance organizations such as Blue Cross and WellPoint, as well as his experience with and insight gained into government reimbursement programs while with CMS, provide a deep understanding of the nation’s healthcare system, healthcare industry, private and public reimbursement programs and the operations of our Company. RONALD D. SUGAR
ELECTION OF DIRECTORS
Dr. Ronald D. Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global security company, having held these posts from 2003 through 2009. He was President and Chief Operating Officer of Northrop Grumman Corporation from 2001 until 2003. He was President, Chief Operating Officer and director of Litton Industries, Inc., a developer of military products, from 2000 until 2001, and Chief Financial Officer of TRW, Inc., an aerospace, automotive and credit reporting company, from 1994 to 1996, and President and Chief Operating Officer of TRW Aerospace, a developer of missile systems and spacecraft, from 1998 to 2000. He is a senior advisor to Ares Management LLC, a privately-held asset manager and registered investment advisor, and a senior advisor to Northrop Grumman Corporation, both since 2010. Dr. Sugar has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2005, and chairs its Audit Committee. Dr. Sugar has also been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers, mobile communication and media devices since 2010 and of Air Lease Corporation, an aircraft leasing company, since 2010. Dr. Sugar chairs the Audit and Finance Committee of Apple, chairs the Compensation Committee of Air Lease, and serves on the Air Lease Governance Committee. Dr. Sugar is a member of the National Academy of Engineering, trustee of the University of Southern California, member of UCLA Anderson School of Management Board of Visitors, director and Executive Committee member of the Los Angeles Philharmonic Association and national trustee of the Boys and Girls Clubs of America. The Board concluded that Dr. Sugar should serve on our Board because Dr. Sugar’s board and senior executive-level expertise, including his recent experience as Chairman and Chief Executive Officer of Northrop Grumman Corporation, provides valuable leadership experience and insight in the areas of operations, government affairs, technology and finance. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE THIRTEEN NAMED NOMINEES.
Leadership Structure
Leadership Structure Our current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals. The Board has currently determined that it is in the best interests of the Company and our stockholders to have Robert A. Bradway, our President and CEO, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, President and CEO, and Dr. Coffman, serves as the lead independent director. Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active lead independent director and strong Board and committee involvement, provides sound and robust oversight of management. Board Independence. At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations regarding director independence to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence. Twelve out of the thirteen director nominees (over 92%) are independent as defined by The NASDAQ Stock Market, or NASDAQ, listing standards and the requirements of the Securities and Exchange Commission, or SEC, with the exception being Mr. Bradway. All of our directors are elected annually. Lead Independent Director. The lead independent director is elected by the independent members of the Board on an annual basis. Dr. Coffman currently serves as the lead independent director. In such position, he serves as a means for regular communication between the independent directors and Mr. Bradway, keeping Mr. Bradway apprised of any concerns, issues or determinations made during the independent sessions, and consults with Mr. Bradway on other matters pertinent to the Company and the Board. The lead independent director’s additional responsibilities include:
Leadership Structure
| • | Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; |
Leadership Structure
| • | Serving as a liaison between the Chairman and the independent directors; |
Leadership Structure
| • | Previewing the information to be provided to the Board; |
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| • | Approving meeting agendas for the Board; |
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| • | Assuring that there is sufficient time for discussion of all meeting agenda items; |
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| • | Organizing and leading the Board’s evaluation of the CEO; |
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| • | Being responsible for leading the Board’s annual self-assessment; |
Leadership Structure
| • | Having the authority to call meetings of the independent directors; and |
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| • | If requested by major stockholders, ensuring that he/she is available for consultation and direct communication. |
Leadership Structure
In March 2013, the Amended and Restated Bylaws of Amgen Inc. were amended to reflect the lead independent director’s responsibility to preside over meetings of the Board and meetings of stockholders when the Chairman is absent. Key Committees Comprised of Independent Directors. The Audit Committee, the Compensation Committee, the Compliance Committee and the Governance Committee are each composed solely of independent directors and provide independent oversight of management. In addition, the Audit, Compensation and Compliance Committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee). Each of our committees effectively manages its Board delegated duties and communicates regularly with the Chairman and members of management. In addition, the Compensation Committee has an effective process for monitoring and evaluating Mr. Bradway’s compensation and performance. Each committee chair reports to the full Board at each regular meeting of the Board. Independent Directors Sessions. At each regularly scheduled Board meeting, the independent directors generally meet in an executive session without Mr. Bradway to review Company performance, management effectiveness, proposed programs and transactions and the Board meeting agenda items. These independent sessions are organized and chaired by our lead independent director. Annual Assessment. As part of the Board’s annual self-evaluation process, the Board reviews its leadership structure and whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. Benefits of Combined Leadership Structure. The Board believes that the Company and our stockholders have been best served by having Mr. Bradway in the role of Chairman and CEO for the following reasons:
Leadership Structure
| • | Mr. Bradway is most familiar with our highly complex and long-cycle business and the unique challenges we face. Mr. Bradway’s day-to-day insight into our challenges facilitates a timely deliberation by the Board of important matters. |
Leadership Structure
| • | Mr. Bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. Bradway’s wealth of knowledge regarding our operations and the industries and markets in which we compete positions him to identify and prioritize matters for Board review and deliberation. |
Leadership Structure
| • | As Chairman and CEO, Mr. Bradway serves as an important bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. The Board believes that Mr. Bradway brings unique insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value. |
Leadership Structure
| • | The strength and effectiveness of the communications between Mr. Bradway as our Chairman and Dr. Coffman as our lead independent director results in effective Board oversight of the issues, plans and prospects of our Company. |
Leadership Structure
| • | This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and consistent leadership direction and provides a collaborative and collegial environment for Board decision making. |
Leadership Structure
Flexibility of the Board. The Board is committed to high standards of corporate governance. The Board values its flexibility to select, from time to time, a leadership structure that is best able to serve the Company’s and stockholders’ best interests based on the qualifications of individuals available and circumstances existing at the time. As such, the Board regularly evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board believes that a policy limiting its flexibility to choose, consistent with its fiduciary duties, a leadership structure that will enable the Company to most effectively execute its strategy and business plans to maximize stockholder value would be detrimental to the Company and our stockholders.
Governance and Nominating Committee
| • | The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation. The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee may determine to make recommendations to our Board regarding possible changes to director compensation. |
Governance and Nominating Committee
| • | The Governance Committee has the authority to retain consultants to advise on director compensation matters. No executive officer has any role in determining or recommending the form or amount of director compensation. In 2012, the Governance Committee retained Cook & Co. to advise on director compensation and determined to make a change to director compensation, the first increase to director cash compensation since 2003. |
Board of Directors
Board of Directors Frank C. Herringer, Chairman Frank J. Biondi, Jr. Vance D. Coffman J. Paul Reason Leonard D. Schaeffer Ronald D. Sugar
SELECTED 2012 BUSINESS HIGHLIGHTS AND PAY FOR PERFORMANCE
| • | Stockholder Alignment – Strong One-year and Three-year Total Shareholder Return. Our stock price increased from $64.21 to $86.20 per share during 2012, reflecting strong stock price appreciation of approximately 34% and a one-year total shareholder return, or TSR, of 36%, including the impact of our dividends. This compares to our peer group average one-year TSR of 19% and the Standard & Poor’s 500, or S&P 500, average one-year TSR of 13%. Our three-year TSR is 56%, compared with our peer group average three-year TSR of 43%. |
SELECTED 2012 BUSINESS HIGHLIGHTS AND PAY FOR PERFORMANCE
| • | We ranked third of fourteen companies (Amgen and our 2010 peer group) resulting in 144.1% of target performance units being earned for the performance period that ended in 2012. |
SELECTED 2012 BUSINESS HIGHLIGHTS AND PAY FOR PERFORMANCE
| • | We exceeded our maximum goals for 2012 revenues and adjusted net income, the two pre-established financial measures under our annual cash incentive award program, which contributed to an overall payment of 205.3% of target opportunity under this program. These financial measures represented 60% weighting, while various operational goals relating to “Deliver the Best Pipeline” and “Reach More Patients Through Growth Opportunities” each represented 20% weighting. |
SELECTED 2012 BUSINESS HIGHLIGHTS AND PAY FOR PERFORMANCE
| CEO, on May 23, 2012 as part of our CEO succession plan. There is no separation agreement with Mr. Sharer and no employment agreement with Mr. Bradway. Mr. Bradway’s total target compensation in the role of CEO reflects the shift in our compensation philosophy to target the median of our peer group for all elements of total compensation and to provide long-term incentive, or LTI, equity award grants that are primarily performance-based. |
OUR 2012 SAY ON PAY VOTE AND ENGAGEMENT WITH OUR STOCKHOLDERS
| • | For 2012 compensation, we reduced our benchmarking from the 75th percentile to the 50th percentile, or median, of our peer group for grants of LTI equity awards and now all of our compensation elements are targeted at the 50th percentile. We also significantly increased the percentage of LTI equity award compensation that is earned based on our measurable performance and correspondingly reduced the time-vested portion. |
OUR 2012 SAY ON PAY VOTE AND ENGAGEMENT WITH OUR STOCKHOLDERS
| • | For 2012 compensation decisions, we rebalanced our peer group to include Allergan, Inc. and Celgene Corporation, two companies in our industry that we compete with for executive talent and that better balance our peer group in terms of relative market capitalization and revenues size. |
OUR 2012 SAY ON PAY VOTE AND ENGAGEMENT WITH OUR STOCKHOLDERS
| • | For performance periods commencing in 2011 and 2012, we linked actual pay delivery from LTI equity awards more closely to our performance and stockholder interests by using our TSR compared with the average of the TSRs of our peer group as the sole measure for earning performance unit grants. |
OUR 2012 SAY ON PAY VOTE AND ENGAGEMENT WITH OUR STOCKHOLDERS
| • | Our new CEO total compensation package reflected our philosophical shift to target the median of our peer group for all elements of compensation. This philosophical adjustment coupled with the internal promotion of our new CEO to the role combined to reduce the new CEO’s initial total target compensation by 28% from the previous total target compensation of our former CEO. |
OUR COMPENSATION PROGRAM HIGHLIGHTS
| • | We target the 50th percentile, or median, of our peer group for all elements of compensation. |
OUR COMPENSATION PROGRAM HIGHLIGHTS
| • | Our LTI equity award grants are primarily performance-based with 80% of LTI equity awards granted in the form of performance units. In 2012, we eliminated time-vested stock options and a portion of the value of time-vested restricted stock units, or RSUs, as illustrated below: |
OUR COMPENSATION PROGRAM HIGHLIGHTS
| • | Performance units are earned only if specified performance goals are achieved. For performance periods commencing in 2011 and 2012, our performance units are earned exclusively based on our TSR compared with the average of the TSRs of our peer group. In prior performance periods, TSR served as a multiplier (up or down) for units earned based on financial measures for the first year of the performance period. We believe relative TSR is an important metric as it provides the greatest indication of stockholder alignment and ensures that compensation realized reflects our stock performance compared with our peer group. Our performance unit payouts over three of the last four years were below-target due, primarily, to our low TSR ranking for these years. Our payout for the most recent 2010-2012 performance period was above-target because of our high TSR ranking (third) among Amgen and our 2010 peer group for the performance period ending December 31, 2012. |
OUR COMPENSATION PROGRAM HIGHLIGHTS
| Performance Period | Multiplier (Relative or Absolute TSR) | TSR Multiplier (% of Earned Award Paid) | TSR Measure | Payout as a % of Target | | 2010-2012 performance period | Relative | 133.7% | 60.9% (1) | 144.1% | | 2009-2011 performance period | Relative | 50.0% | 6.5% (1) | 45.5% | | 2008-2010 performance period | Absolute | 73.0% | 3.7% (2) | 73.0% | | 2007-2009 performance period | Absolute | 50.0% | (0.3)%(2) | 47.4% |
OUR COMPENSATION PROGRAM HIGHLIGHTS
| Our Other Compensation and Governance Practices | | | | Clawback Policy | • | We have a clawback policy that recaptures past cash or LTI equity award payouts to our NEOs if the amounts were determined based on financial results that are later restated and the NEOs’ misconduct is determined by the Board to have caused the restatement. | | Change of Control | • | We eliminated “single-trigger” equity vesting acceleration upon a change of control for our RSUs and stock options beginning with our 2011 grants. In the event of a change of control, a qualifying termination of employment, or “double-trigger,” is required for acceleration of RSU and stock option vesting. In the event of a change of control, double-trigger cash severance is limited to a multiple of two times target annual cash compensation. | | Tax Gross-Ups | • | We do not provide tax gross-ups, except for business-related payments such as reimbursement of certain moving and relocation expenses. | | Equity Practices | • | Effective with the April 2012 grant, LTI equity awards are granted based on a specific dollar valuation, rather than a set number of shares, to avoid the impact of fluctuations in the stock price between the date the Compensation Committee determines the grant amount and the actual grant date. This ensures that no more value is delivered than intended by the Compensation Committee. | | | • | We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of equity awards. | | | • | We have robust stock ownership guidelines, with an increase in 2012 to a six times base salary ownership requirement for our CEO. | | | • | Our staff members and Board are prohibited from engaging in short sales, purchasing or pledging Common Stock on margin (other than for “cashless exercise” of stock options) or entering into any derivative or similar transactions with respect to our Common Stock. | | Limited Additional Compensation | • | Our perquisites are limited to those with a clear business-related rationale for security and/or convenience. | | | • | We have no employment contracts, guaranteed bonuses, defined benefit pension or related supplemental executive retirement plan (SERP) benefits or “above market” interest on deferred compensation. |
PURPOSES SERVED BY PRIMARY ELEMENTS OF COMPENSATION
| Primary Elements of Named Executive Officer Compensation(1) | | Purpose | | LTI Equity Awards – LTI equity awards comprise the largest component of compensation for our NEOs. 2012 LTI equity awards for our NEOs consisted of 80% performance units and 20% RSUs. | • • • • | Rewards stock price appreciation and focused execution of our long-term strategy. Aligns NEOs’ interests with stockholders. Fosters a long-term focus and retention. Facilitates executive stock ownership. | | Annual Cash Incentive Awards – Awards are made under the Executive Incentive Plan, or EIP, and are determined by the Compensation Committee using pre-established Company performance goals and results measured under our Global Management Incentive Plan, or GMIP. | • • • | Motivates NEOs to meet or exceed our annual GMIP Company performance goals to drive current performance and position us for longer-term success. Holds NEOs accountable for performance against pre-established GMIP Company performance goals. Aligns and focuses all staff members around the same Company performance goals as all such annual cash incentive awards are based on the same GMIP Company performance goals. | | Base Salaries | • • | Provides a degree of financial certainty and stability. Recognizes competitive market conditions and/or rewards individual performance through periodic increases. |
EXECUTIVE COMPENSATION OBJECTIVES
| • | Pay for performance in a manner that strongly aligns with stockholder interests by rewarding performance on both a short- and long-term basis. Our executive annual cash incentive award and equity incentive programs for 2012 depended primarily on achieving our business and financial goals, growth in the price of our Common Stock and our relative long-term TSR. The largest portion of LTI equity awards granted to our NEOs is based on the relative performance of our TSR over a three-year period. We generally do not offer defined benefit or traditional executive supplemental defined benefit pension plans to our NEOs. |
EXECUTIVE COMPENSATION OBJECTIVES
| • | Attract, motivate and retain the highest level of executive talent by providing competitive compensation, consistent with their roles and responsibilities, our success and their contributions to this success. To attract executive talent with proven skills and experience, we believe the inducements and compensation packages we offer need to provide a sufficient catalyst for executives to agree to join our management team, account for compensation lost in joining our team and compare favorably to compensation obtainable at companies where we compete for high caliber executive talent. |
Peer Group
Peer Group The Compensation Committee recognizes the unique demands of our industry, including its complex regulatory and reimbursement environment, and the challenges of running an enterprise focused on the discovery, development, manufacture and commercialization of novel treatments to address serious illness. The Compensation Committee believes that these unique demands require executive talent with significant industry experience as well as, for certain key functions, unique scientific expertise to oversee research and development activities and the complex manufacturing requirements for biologic products. Further, the Compensation Committee believes that these very specific skills and capabilities limit the pool of talent from which we recruit and also cause our employees to be highly valued and sought after in our industry. This makes it imperative for our peer group to include those where we compete for new executives given the similarities in experience and knowledge that are developed at these companies. For example, Messrs. Peacock and Hooper, our two most recently hired NEOs from outside of our company, and Dr. Harper, a recent internal promotion to an executive officer position, each previously worked for companies in our peer group. Moreover, as evidenced by the fact that thirteen of the fifteen companies in our peer group also list us as a peer, we believe that our peer group most accurately reflects those with whom we compete for executive talent. The Compensation Committee compares our pay levels and programs to those of this peer group and uses this comparative data as a reference point in its review and determination of compensation. Our approach, however, also considers our performance and the individual’s performance and other relevant factors in setting pay as opposed to simply establishing target levels of compensation at specific benchmark percentiles. Based on recommendations from Cook & Co., the Compensation Committee uses the following objective criteria in selecting its peer group from the universe of other pharmaceutical and biotechnology companies:
Peer Group
| • | our competitors for executive talent; |
Peer Group
| • | companies that compete directly with our products (ten companies in our fifteen-company peer group have products that compete directly with our products); |
Peer Group
| • | companies that identify us as their direct peer (thirteen companies in our fifteen-company peer group include Amgen in their peer groups); |
Peer Group
| • | companies that generally compare in market capitalization and/or revenues; and |
Peer Group
| • | companies with similar pay models. |
Peer Group
To address concerns of our stockholders and in response to the reduction in the number of peer group companies resulting from merger activity, in 2011 we rebalanced our peer group for 2012 compensation decisions to include Allergan, Inc. and Celgene Corporation. These companies were chosen because they are among those in our industry with which we compete for executive talent, and to provide greater balance with our peer group in terms of market capitalization and revenues.
2012 Peer Group
2012 Peer Group
2012 Peer Group
| Abbott Laboratories Allergan, Inc. AstraZeneca PLC Biogen Idec Inc. Bristol-Myers Squibb Company Celgene Corporation Eli Lilly and Company Gilead Sciences, Inc. | GlaxoSmithKline plc(1) Johnson & Johnson Merck & Co., Inc. Novartis AG Pfizer Inc. Roche Group(2) Sanofi S.A. (formerly Sanofi-Aventis)((2)) |
2012 Peer Group
The market capitalization of our peer group ranged between $26.7 billion and $179.1 billion determined as of the last trading day of 2011 as provided by Bloomberg L.P. The 2011 revenues of our peer group ranged between $4.8 billion and $67.4 billion based on filings with the Securities and Exchange Commission, or SEC, except for Roche Group which was obtained from data disclosed on their website. Amgen’s 2011 market capitalization and revenues were $56.3 billion and $15.6 billion, respectively. The median 2011 market capitalization and revenues of our peer group (not including Amgen) was $87.6 billion and $38.9 billion, respectively. While our revenues and market capitalization are below the median values for the peer group, it is the Compensation Committee’s view that this peer group is the most appropriate for benchmarking executive compensation because these companies are generally those in our industry where we most closely compete against for executive talent.
Peer Group Data
Peer Group Data Our primary data sources for evaluating all elements of compensation for our CEO and other NEOs’ compensation against the peer group in March 2012 were the 2011 Towers Watson Pharmaceutical Human Resources Association, or PHRA, Executive Compensation Survey (the Towers Survey), and the available data from proxy statements filed in 2011 with the SEC for our peer group. The Towers Survey contains compensation information from pharmaceutical companies in our peer group, but does not contain information on biotechnology companies. Therefore, compensation information for the biotechnology companies within our peer group is compiled by Equilar using proxy statement filings to provide additional data and to inform the Compensation Committee. The Towers Survey data and the peer group proxy data is presented by management to the Compensation Committee both individually and in the aggregate, including the ranking of the NEO against those in similar positions and an analysis of each element of direct compensation at the 25th percentile, median and 75th percentile of the peer group for each NEO position, other than for Messrs. Bradway and Sharer, as our CEOs. In considering Mr. Scott’s compensation, the Compensation Committee reviewed Towers Survey data for his position because Mr. Scott was not a named executive officer at the time his compensation was determined. In connection with our CEO succession plan in March 2012, Cook & Co. presented data regarding (i) CEO compensation values at the 25th percentile, median and 75th percentile, and (ii) compensation payable to retiring CEOs, each as derived from our peer group and companies within the Standard & Poor’s 100 over the past three years. The data regarding compensation paid to CEOs within our peer group differed from the information prepared for the other NEO positions because Cook & Co. accessed updated proxy statement filings and Form 8-K reports filed through the date of Cook & Co.’s report. In the tables below, in general, the “Market Median” is derived by averaging the values of the 2011 Towers Survey 50th percentile and the 2011 peer group proxy statement 50th percentile, except for Messrs. Bradway and Sharer, as our CEOs. The Market Median shown for Messrs. Bradway and Sharer is the median of the specific compensation elements paid to CEOs in our peer group, as reported by Cook & Co. from proxy statement filings and Form 8-K reports.
Peer Group Data
| (1) Revenues for GlaxoSmithKline plc were converted into U.S. dollars using the average exchange rate for 2011 disclosed within their SEC filing. |
Peer Group Data
| (2) Revenues for Roche Group and Sanofi S.A. were converted into U.S. dollars using the average of daily exchange rates for 2011 as provided by Bloomberg L.P. |
Long-Term Incentive Equity Awards
Long-Term Incentive Equity Awards Long-Term Incentive Equity Award Grant Guidelines We grant LTI equity awards each year to nearly all of our approximately 18,000 staff members worldwide to emphasize and provide incentives for long-term Company performance and to align the interests of every staff member with those of our stockholders. LTI equity award grant guidelines for each job level within the Company are set based on the size of the annual total LTI equity award budget and peer group market data. When determining the grant guidelines for our executive officers and each NEO’s grant level, the Compensation Committee considers the goal of tying more compensation to the interests of our stockholders and the desire to be competitive among our peer group. We had extensive conversations with our stockholders following our 2011 say on pay vote. During these conversations, our stockholders acknowledged the lack of more traditional forms of long-term wealth creation or retention programs, such as a defined benefit pension plan or subsidized Company-provided retiree medical plans that exist in our peer group, but also recommended targeting a lower percentile among our peer group for our LTI equity awards. In response, the Compensation Committee reduced the targeted benchmark measure for our LTI equity award budget for 2012 by 25 percentage points to the 50th percentile, or median, of our peer group. The Compensation Committee believes that the 50th percentile is an appropriate competitive target level for our 2012 LTI equity awards budget because it is responsive to our stockholders’ concerns about targeting a higher LTI equity award value while maintaining competitive positioning. In addition, the Compensation Committee changed its methodology effective with April 2012 grants so that the Compensation Committee grants shares based on a specific dollar valuation rather than a specific number of shares to avoid the impact of fluctuations in the stock price between the date on which the Compensation Committee determines the grant amount and the actual grant date, thus ensuring that value is delivered as intended. Long-Term Incentive Equity Award Mix Effective for LTI equity awards granted to our NEOs in 2012, the Compensation Committee changed the LTI equity award mix to 80% performance units and 20% RSUs and eliminated stock options. These changes were made in response to stockholder feedback and to provide a greater percentage of equity compensation that is earned predominantly based on our measurable performance. We believe it is important to retain a relatively small percentage of equity awards in the form of RSUs to provide retention incentives. This mix of LTI equity awards also facilitates a more efficient use of the shares available under our LTI equity award plan and minimizes dilution as fewer shares are used when granting performance units and RSUs than when granting stock options. In addition, since 2011, our time-vested RSUs vest in three approximately equal annual installments, on the second, third and fourth anniversaries of the grant date. Prior to 2011, our time-vested RSUs and stock options vested in four equal installments, commencing on the first anniversary of the grant date. This delay in the commencement of vesting further emphasizes the long-term performance focus of our LTI equity award program and enhances the retention of talented staff members. Performance units are generally earned at the end of the three-year performance period based on the extent to which the performance goals for the applicable period are met. Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2012 During 2012, the Compensation Committee compared the value of the 2012 annual LTI equity awards for each NEO to the Market Median (as more specifically described above under “Peer Group Data”). The Compensation Committee also took our performance and the individual’s performance into account when determining individual grants. Given the proximity of competitive market values for each position, the Compensation Committee awarded the same equity award grant value to each NEO at the Executive Vice President level. Additionally, the Compensation Committee believes that internal parity among the NEO group at the same level is a valuable tool to promote an effective team. Mr. Scott, a Senior Vice President, received an annual 2012 grant at a level higher than other Senior Vice Presidents, yet below the Executive Vice Presidents, to serve as an incentive for Mr. Scott to remain at the Company during the execution of our executive transitions and corporate reorganization. Mr. Bradway was promoted to CEO in May 2012 and, in connection with the assumption of the CEO role, he received an increased 2012 annual LTI equity award grant value to address his increased responsibilities, while still reflecting our shift in compensation philosophy to target the Market Median of the CEO peer group. In determining the value of Mr. Sharer’s grant of 2012-2014 performance units and the 2012 annual grant of RSUs, the Compensation Committee also targeted the Market Median of the peer group and reduced the amount that would have otherwise been granted to Mr. Sharer to reflect his shortened service period as the CEO through May 23, 2012. In addition, given the reduced amount awarded to Mr. Sharer, the Compensation Committee determined that the provisions of his equity award agreements normally requiring pro-ration of the performance units earned or RSUs vesting upon the occurrence of certain events, including death, disability or retirement, should not apply to his grant of 2012-2014 performance units or RSUs. Lastly, in connection with Dr. Harper’s promotion to Executive Vice President, Research and Development, effective February 2012, the Compensation Committee determined to increase the value of Dr. Harper’s annual LTI equity award opportunity from a total equity value granted of $1,300,000 to $3,100,000 to reflect his new responsibilities and align Dr. Harper with the other Executive Vice Presidents. Given the design of our performance award program, there is no guarantee of any value realized from grants of performance units as they are dependent on our relative TSR. Reflecting our shift in philosophy of targeting the 50th percentile, or median, of our peer group for LTI equity awards, the Compensation Committee granted the following LTI equity awards to our CEO and the other NEOs in March 2012. This annual equity award table does not reflect the special grants of RSUs to Messrs. Hooper and Scott on January 31, 2012, described more fully in the footnotes to the table below. For more information regarding the determination of Market Median and the peer group data reviewed, see “Peer Group Data” above. Mr. Sharer’s Market Median reflects his shortened period of service as CEO through May 23, 2012 and the Market Median is similarly reduced.
Long-Term Incentive Equity Awards
| Named Executive Officer | Performance Units ($) | Restricted Stock Units ($) | Total Equity Value Granted ($) | Market Median ($) | Difference vs. Market Median Over/ (Under) (%) | | Robert A. Bradway | 6,000,000 | 1,500,000 | 7,500,000 | 7,500,000 | 0 | | Kevin W. Sharer | 2,560,000 | 640,000 | 3,200,000 | 3,125,000 | 2 | | Anthony C. Hooper(1) | 2,480,000 | 620,000 | 3,100,000 | 3,056,457 | 1 | | Jonathan M. Peacock | 2,480,000 | 620,000 | 3,100,000 | 3,331,238 | (7) | | Fabrizio Bonanni(2) | 2,480,000 | 620,000 | 3,100,000 | n/a | n/a | | Sean E. Harper | 2,480,000 | 620,000 | 3,100,000 | 3,010,481 | 3 | | David J. Scott (3) | 1,760,000 | 440,000 | 2,200,000 | 2,007,900 | 10 |
Long-Term Incentive Equity Awards
| (1) Excludes the time-vested RSU grant on January 31, 2012 of 26,497 RSUs with a total grant date fair value of $1,753,836, vesting in three approximately equal installments on March 2, 2012, 2013 and 2014. These RSUs were provided as partial compensation for the equity grants forfeited by Mr. Hooper by leaving his previous position to take the position with us in October 2011, and such amounts were adjusted to take into account the final determinations of compensation by his previous employer. |
Long-Term Incentive Equity Awards
| (2) No data is available for Dr. Bonanni because his then position as Executive Vice President, Operations had no comparable position included in the 2011 Towers Survey or peer group proxy statement filings. Dr. Bonanni’s job contained additional elements and responsibilities not reflected in both the 2011 Towers Survey and proxy statement data. In light of the lack of comparable data, it was considered appropriate to set Dr. Bonanni’s LTI equity award level at the same level as the other Executive Vice Presidents because of the similar scope of the Executive Vice Presidents’ leadership responsibilities across our Company. |
Long-Term Incentive Equity Awards
| (3) Excludes the time-vested RSU grant on January 31, 2012 valued at the time of approval at $1,500,000, approximating two times Mr. Scott’s then-current base salary. This RSU grant was provided as a special retention grant, will vest in its entirety on December 31, 2014 and will be forfeited if Mr. Scott leaves the Company before the vesting date (except in the event of death or permanent or total disability). |
Long-Term Incentive Equity Awards
The Compensation Committee grants performance units to tie actual compensation earned from LTI equity awards directly to our performance. Performance units are rights to receive our Common Stock, based on pre-established performance goals achieved over a performance period, generally three years. Each performance unit earned entitles the participant to one share of the Company’s Common Stock. Performance Award Program—Performance Units Awarded in 2012 for the 2012-2014 Performance Period In March 2012, the Compensation Committee decided to retain the design of the performance goals from the 2011-2013 performance period, which was based wholly on the relative ranking of the Company’s TSR results against the average of the TSRs of the fifteen companies in our peer group. We believe TSR is an important metric as it provides the greatest indication of stockholder alignment and ensures that compensation realized reflects our stock performance relative to that of our peer group. The payout percentage equals 100% plus two times the TSR percentage difference of our TSR less the average of the TSRs of our peer group, which may be a positive or negative amount. The number of performance units earned at the end of the performance period continues to range from 0% to a maximum of 150% of the target performance units granted for the 2012-2014 performance period. For example, assume that a participant in the 2012-2014 performance period grant has 1,500 target performance units and that at the end of the performance period, our TSR is 15% and the average of the TSRs of our peer group is 9%. In this illustration, our TSR percentage is six percentage points above the peer group average. The resulting payout percentage would be 112% of target equal to 100% plus two times the positive TSR percentage difference. The participant would thus earn 1,680 shares of our Common Stock, equal to multiplying 1,500 performance units by the 112% payout percentage. Performance Award Program—2013–2015 Performance Period In December 2012, the Compensation Committee approved a performance award goal design and calculation for the 2013-2015 performance period based wholly on the relative ranking of the Company’s three-year TSR results against the three-year TSR results of the companies listed in the S&P 500 as of the grant date. We believe that the S&P 500 is more representative of our capital market competitors versus our labor market competitors, provides continuity from year to year and reduces the statistical bias that can occur in a relative comparison to a small sample. Our TSR and the S&P 500 TSRs are calculated using the average daily closing Common Stock price per share for the Company and each of the S&P 500 companies for the twenty trading days starting on the grant date and the last twenty trading days of the 2013-2015 performance period. The target payout (100%) requires our TSR to rank at the 50th percentile, or median. Threshold and maximum payouts are 0% and 150%, respectively. Notwithstanding our ranking, in the event our absolute TSR is less than zero, the payout percentage shall not be greater than 100%. Performance Award Program – Performance Units Earned for the Performance Period Ending in 2012 Performance units for the 2010-2012 performance period were paid in March 2013, based upon our 2010 revenues and 2010 adjusted EPS weighted equally, in alignment with our 2010 GMIP Company performance goals, and modified at the end of the three-year performance period by a relative TSR multiplier based on the rankings of our TSR results compared with the TSRs of the companies in the comparator group for the 2010-2012 performance period. Our comparator group was our peer group at the time the performance goals were set in 2010. The relative TSR multiplier is based on the ranking of our three-year TSR compared with the three-year TSRs of the fourteen companies (Amgen and our 2010 peer group) in our peer group at the commencement of the performance period. The relative TSR multiplier is expressed as a percentage and varies depending on our ranking with the comparator group companies. The maximum TSR multiplier that can be achieved is 160%. The performance results for our 2010-2012 performance period are as follows:
Long-Term Incentive Equity Awards
| Performance Goals for the 2010-2012 Performance Period | | | | | | | Measures | Threshold | Target | Maximum | Actual Performance | Percentage Earned | | 2010 Revenues(1) | $14.352 billion earns 0% | $15.102 billion earns 50% | $15.852 billion earns 62.5% | $15.053 billion | 46.7% | | 2010 Adjusted EPS(2) | $4.74 earns 0% | $4.99 earns 50% | $5.24 earns 62.5% | $5.21 | 61.1% | | Overall Percentage | 0% | 100% | 125.0% | | 107.8% | | Relative TSR Multiplier for the 2010-2012 Performance Period | | | | | | | Measure | Threshold | Target | Maximum | Actual | Multiplier | | Relative TSR | 50% for a ranking of 10th through 14th | 100% for a ranking of 6th through 9th | 160% for a ranking of 1st | Ranking of 3rd | 133.7% |
Long-Term Incentive Equity Awards
| (1) The 2010 revenues performance measure reflects adjustments for any changes in accounting principles, the discontinuation of operations or the recording of an extraordinary item. |
Long-Term Incentive Equity Awards
| (2) The 2010 adjusted EPS performance measure reflects adjustments for (i) any changes in tax law or accounting principles, the discontinuation of operations or the recording of any extraordinary item or (ii) any (a) merger, acquisition, and investment or asset related expenses, gains and losses, (b) asset impairment charges, (c) restructuring charges, (d) gains or losses from litigation, arbitration and contractual settlements, (e) non-cash interest expense on our convertible debt or (f) stock option expense, each net of tax. |
Long-Term Incentive Equity Awards
Payout Calculation for the 2010-2012 Performance Period:
Long-Term Incentive Equity Awards
| Performance Units Earned = | Performance Units GrantedX | (Revenues Percentage (46.7%) + Adjusted EPS Percentage (61.1%)) X (TSR Multiplier (133.7%)) =144.1% |
Long-Term Incentive Equity Awards
Our actual performance results for the performance periods that ended in 2012 resulted in the following Common Stock being earned under our performance award program:
Long-Term Incentive Equity Awards
| Named Executive Officer | Number of Units Granted (Target) | Number of Shares of our Common Stock Earned(1) | | Robert A. Bradway | 24,000 | 34,584 | | Kevin W. Sharer | 91,000 | 131,131 | | Anthony C. Hooper(2) | 35,185 | 52,777 | | Jonathan M. Peacock(3) | n/a | n/a | | Fabrizio Bonanni | 24,000 | 34,584 | | Sean E. Harper | 9,200 | 13,257 | | David J. Scott | 11,500 | 16,571 |
Long-Term Incentive Equity Awards
| (1) Except for Mr. Hooper, units earned reflect payout at 144.1% of target for the 2010-2012 performance period. |
Long-Term Incentive Equity Awards
| (2) Mr. Hooper commenced employment with the Company after the participants for the 2010-2012 performance period had been determined. However, to compensate Mr. Hooper for equity lost as a result of his leaving his previous employer, to induce him to join our Company and to provide long-term incentives that are in alignment with stockholder interests, Mr. Hooper was granted performance units under a |
Long-Term Incentive Equity Awards
| performance award program substantially similar to our 2011-2013 performance award program, but with a performance period from October 27, 2011 through December 31, 2012. His payout reflects performance at 150.0% of target. |
Long-Term Incentive Equity Awards
| (3) Mr. Peacock commenced employment with the Company after the participants for the 2010-2012 performance period had been determined. |
Long-Term Incentive Equity Awards
Performance Units for Mr. Hooper. Mr. Hooper’s performance units were based solely upon our TSR performance as compared with the average of the TSRs of our peer group during the performance period from Mr. Hooper’s hire date of October 27, 2011 through December 31, 2012. The goal design for these performance unit awards is identical to the 2011-2013 performance period awards, except that Allergan, Inc. and Celgene Corporation were added to the peer group used to calculate the payout, resulting in a fifteen-company peer group for these awards. The maximum payout amount was 150% and 35,185 performance units were granted for this performance period. As a payout percentage equal to 100% plus two times the TSR percentage difference for the period from the grant date through December 31, 2012 exceeded the maximum payout percentage for the award, the maximum payout percentage was used. The actual payout to Mr. Hooper was 52,777 shares due to the 150% TSR multiplier. Restricted Stock Units Time-vested RSUs result in a share of Common Stock being delivered on the vesting of each RSU and serve as an effective retention tool within our mix of grant types because RSUs have intrinsic value on the date of grant and going forward. Our RSUs have annual vesting periods that commence on the second anniversary of the grant date and continue through the fourth anniversary of the grant date. Stock Options Eliminated in 2012 The Compensation Committee previously granted time-vested stock options to tie compensation to absolute increases in our stock price over multi-year periods. Stock options are rights to purchase our Common Stock on or after the vesting date at the closing price of our Common Stock on the date of grant. Unlike RSUs, our stock price must increase over the exercise price set at the date of grant for stock options to have any value. In 2012, the Compensation Committee eliminated time-vested stock options for all staff members, including our NEOs, and instead provided greater emphasis on our performance units which, as discussed above, for 2012 are tied exclusively to our TSR as compared with the average of the TSRs of the companies in our peer group. Terms and Vesting Beginning with the 2011 annual LTI equity award grants, the Compensation Committee revised the vesting period of RSUs and stock options (the last grants of stock options were made in 2011) from vesting in four equal annual installments commencing on the first anniversary of the grant date, to a delayed commencement of vesting, in three approximately equal annual installments on the second, third and fourth anniversaries of the grant date. This action was taken to further emphasize the long-term performance focus of our LTI equity award program and to enhance the retention of staff members by lengthening the average time from the date of grant over which shares are earned. Dividend Equivalents Added in 2012 In response to the Company’s payment of regular cash dividends to our stockholders, which commenced in September 2011, the Compensation Committee asked Cook & Co. to provide market data regarding dividend equivalent practices. Based on market prevalence, in March 2012, the Compensation Committee approved providing dividend equivalents on RSUs and on performance units granted in 2012. Such dividend equivalents are payable only to the extent such awards are earned. The dividend equivalents are intended to be paid in stock, with cash paid for fractional shares.
Total Cash Compensation
| (1) Includes the 2012 increase in target annual cash incentive award opportunity from 80% to 90% of base salary for our Executive Vice Presidents, and from 70% to 80% of base salary for Mr. Scott, a Senior Vice President. |
Annual Cash Incentive Awards
Annual Cash Incentive Awards Annual cash incentive awards to our NEOs are made under our EIP which employs a formula that establishes a maximum award for each participant. Actual awards are generally then determined using pre-established Company performance goals and results measured under our GMIP. The majority of our staff members participate in our GMIP and our Value Enhancement Program, or VEP, an annual cash incentive award program also based on our pre-established GMIP Company performance goals and results. During the first 90 days of the calendar year, the Compensation Committee determines the EIP participants, the EIP definition of adjusted net income, the maximum award payable to each participant under the EIP, the GMIP Company performance goals and weightings and the target annual cash incentive award opportunities as a percentage of base salary. For 2012, the maximum award for each participant under the EIP continued to be based on a percentage of our adjusted net income, as defined in the EIP(1) (0.125% for our CEO, 0.075% for each of the Executive Vice President NEOs, and 0.05% for Mr. Scott, a Senior Vice President). The Compensation Committee’s practice has been to exercise negative discretion from the calculated EIP maximum award payable to each individual by using the GMIP Company performance goals score as applied to the participant’s target annual cash incentive award opportunity in making its determination of the actual award amount paid. This approach is not purely formulaic, as the Compensation Committee also considers the contributions of each participant to our success during the performance period. Annual cash incentive awards are paid in March of the year following the EIP and GMIP annual performance periods. The Compensation Committee cannot increase the calculated EIP maximum award payable and can only reduce it. In connection with Dr. Harper’s promotion to Executive Vice President, Research and Development, effective February 2012, the Compensation Committee increased the target annual cash incentive award opportunity for Dr. Harper from 65% to 80% of base salary. In March 2012, in connection with Mr. Bradway’s promotion to CEO effective May 23, 2012, the Compensation Committee increased the target annual cash incentive award opportunity for Mr. Bradway to 130% of base salary for 2012 compensation. This percentage aligns with the Market Median of our peer group and is lower than the target annual cash incentive award opportunity of 150% for Mr. Sharer because the peer group median has decreased since Mr. Sharer’s target annual cash incentive award opportunity was set. In March 2012, the Compensation Committee also increased the target annual cash incentive award opportunity for our Executive Vice Presidents, including Messrs. Peacock and Hooper and Drs. Bonanni and Harper, from 80% to 90% of base salary and for Mr. Scott, a Senior Vice President, from 70% to 80% of base salary for 2012 compensation. This increase was made based on our peer group market data, which suggested that this increase in our target annual cash incentive award opportunity to 90% and 80%, respectively, would align us more competitively with our peer group and fall slightly below the median of our peer group. 2012 GMIP Company Performance Goals The GMIP Company performance goals approved by the Compensation Committee for 2012 were “Deliver Financially” (60% weighting), “Deliver the Best Pipeline” (20% weighting), and “Reach More Patients Through Growth Opportunities” (20% weighting). These goals were selected to retain the emphasis on financial performance, while focusing the remaining goals on other factors that are embedded in our operating plans, budgets and forecasts that are critical to our near- and longer-term clinical and commercialization success. While all of these goals measure single-year performance, taken as a whole, they are intended to positively position us for both short- and long-term success:
Annual Cash Incentive Awards
| • | The 2012 “Deliver Financially” goals (Revenues and Adjusted Net Income) are equally focused on top- and bottom-line growth and were assigned the largest weighting, consistent with the fundamental importance of financial performance to us and our stockholders over the longer-term. Adjusted net income replaced adjusted EPS as one of the two primary financial goals for our 2012 annual cash incentive award program to align compensation with a measure that more directly correlates with the underlying performance of our operations. In addition, the use of adjusted net income avoids the issue of having to adjust for the potential impact on adjusted EPS of stock repurchases. |
Annual Cash Incentive Awards
| (1) For 2012, adjusted net income for purposes of EIP was defined as net income determined under U.S. generally accepted accounting principles, adjusted for the following: the adverse impact of changes in accounting principles; expenses and related costs incurred in connection with business combinations; non-cash interest expense on our convertible debt; stock option expense; losses and related costs incurred with respect to legal and contractual settlements; losses on disputes with tax authorities; expenses incurred in connection with restructurings and related actions; asset impairment charges, inventory write-offs; adverse impact of changes in tax law and the impact of discontinued operations. |
Annual Cash Incentive Awards
| • | “Deliver the Best Pipeline” goals measured progress on both early- and later-stage product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum, which we believe is critical to our continued success over the near- and longer-term. |
Annual Cash Incentive Awards
| • | “Reach More Patients Through Growth Opportunities” was chosen as a 2012 goal category to highlight the importance of accomplishing a series of current-year objectives to expand our business internationally and into emerging markets and to acquire or develop innovative new products, advance device development programs and initiatives and seize biosimilars opportunities. |
Annual Cash Incentive Awards
All of these goal categories are intended to create stockholder value in the near- and longer-term. Threshold performance for the non-financial primary metrics, which are often expressed in milestones, are more subjective in nature than are the financial metrics and could result in a very small payout percentage (less than 1% of annual cash compensation). There are no threshold goals for the financial metrics. Maximum performance under each measure results in earning 225% of target annual cash incentive award opportunity for that measure. The table below illustrates the weighting of each goal, the goals established and our actual performance for 2012:
Annual Cash Incentive Awards
| Deliver Financially (60%)—Achieved 225.0% | | | | | | | Threshold | Target | Maximum | Achieved | | Revenues (30%) | $15,500 million | $16,300 million | $17,100 million | $17,265 million Achieved–225.0% | | Adjusted Net Income(1) (30%) | $4,450 million | $4,700 million | $4,950 million | $5,119 million Achieved–225.0% |
Annual Cash Incentive Awards
| (1) Adjusted net income for purposes of the GMIP is adjusted net income we reported in our Form 8-K dated as of January 23, 2013. |
Annual Cash Incentive Awards
| Deliver the Best Pipeline (20%)—Achieved 175.8% | | | | | | | Results | Achieved | | Execute Key Clinical Programs Including Filings, Obtain Approvals (15%) | • | Executed key clinical programs, including filings and obtaining approvals. | 175.0% | | Early Pipeline Advancement (5%) | • | Generated new product strategy teams. | 178.1% | | | • | Initiated first-in-human studies. | | | | • | Advanced programs through the early-to-late portal. | |
Annual Cash Incentive Awards
| Reach More Patients Through Growth Opportunities (20%)—Achieved 175.6% | | | | | | | Results | Achieved | | External Opportunities (10%) | • | Supported product registration in Japan through filing submissions. | 175.0% | | | • | Developed and executed government affairs, office and hiring plans for China, and submitted clinical trial applications. | | | | • | Executed against filing and supply chain plans in other emerging markets. | | | | • | Entered into financially attractive deals for innovative new products and out-licensing. | | | Devices (5%) | • | Advanced devices to support lifecycle management and product development. | 175.0% | | Biosimilars (5%) | • | Completed necessary process to launch three target products and expand portfolio. | 177.5% | | | • | Support biosimilar policies and policy environments focused on sound science and patient safety. | |
Annual Cash Incentive Awards
| 2012 GMIP Company Performance Goals Composite Score | 205.3% |
Annual Cash Incentive Awards
Our performance against the 2012 GMIP Company performance goals (as shown in the table above) yielded a composite score of approximately 205.3%. The Compensation Committee awarded annual cash incentive awards to the NEOs based on this composite score. The following actual annual cash incentive awards were paid to our NEOs under the EIP at approximately 205.3% of target:
Annual Cash Incentive Awards
| Named Executive Officer | Target 2012 Award($)(1) | Actual 2012 Award($) | | Robert A. Bradway | 1,615,400 | 3,316,000 | | Kevin W. Sharer(2) | 1,124,395 | 2,308,000 | | Anthony C. Hooper | 874,263 | 1,795,000 | | Jonathan M. Peacock | 786,531 | 1,615,000 | | Fabrizio Bonanni | 775,855 | 1,593,000 | | Sean E. Harper | 747,685 | 1,535,000 | | David J. Scott | 673,421 | 1,383,000 |
Annual Cash Incentive Awards
| (1) Calculated in accordance with GMIP. |
Annual Cash Incentive Awards
| (2) Mr. Sharer received a pro-rata portion of his annual cash incentive award for 2012 for the service provided as CEO through May 2012. |
Annual Cash Incentive Awards
In March 2013, the Compensation Committee approved GMIP Company goal categories for 2013 performance that are substantially consistent with the 2012 Company goal categories, except it replaced “Reach More Patients Through Growth Opportunities” with “Deliver Strategic Priorities.”
Base Salaries
Base Salaries Generally, in March of each year, the base salaries for the NEOs are set based upon the Compensation Committee’s review of the peer group base salary data compared with the Market Median as more specifically described under “Peer Group Data” above. Data reviewed typically includes the 25th percentile, median and 75th percentile. In addition, the Compensation Committee considers our performance, market conditions and such other factors deemed relevant. Further, our CEO engages in a discussion with the Compensation Committee concerning his assessment of the performance of each of the other NEOs and his recommendations regarding any base salary adjustments for them. The Compensation Committee uses our CEO’s evaluation of the performance of the NEOs that report to the CEO, each NEO’s performance, information with respect to each NEO’s experience and other qualifications, the Market Median and any base salary adjustments recommended by the CEO in determining each NEO’s base salary. In connection with Dr. Harper’s promotion to Executive Vice President, Research and Development, effective February 2012, the Compensation Committee increased Dr. Harper’s base salary from $600,000 to $850,000. This amount is lower than the Market Median for this position, because Dr. Harper is new to the position and the Compensation Committee wanted to allow room for future increases as warranted. In March 2012, each NEO, with the exception of Mr. Sharer who retired from the position of CEO effective May 23, 2012, received a base salary increase. In March 2012, Mr. Bradway received a base salary increase of approximately 36% to $1,400,000 annually, effective May 23, 2012, in connection with his promotion to CEO on May 23, 2012. This increased base salary for our CEO, however, is equal to the 35th percentile of the CEO Market Median due to Mr. Bradway being new to the role of CEO. Mr. Peacock received a base salary increase of 5% to bring him closer to (although still below) the Market Median. Messrs. Hooper, Scott and Drs. Bonanni and Harper each received a base salary increase of approximately 2.8%, which was intended to generally maintain their relative positioning as compared with the Market Median and was consistent with the increases granted to our U.S.-based staff members generally. The base salary adjustments approved and implemented in March 2012 are shown in the table below:
Policies for Grants of Long-Term Incentive Equity Awards
Policies for Grants of Long-Term Incentive Equity Awards In accordance with our Equity Awards Policy, our annual grants of LTI equity awards are typically approved at an in-person or telephonic meeting of the Compensation Committee (for grants of equity awards to executive officers, including our NEOs) or the Equity Award Committee (for grants to all other staff members). In unusual circumstances, LTI equity awards may be approved by the Compensation Committee or Equity Award Committee by unanimous written consent. The grant date for annual awards of stock options and RSUs is the third business day after the release of our first fiscal quarter earnings. For stock options, the exercise price is equal to the closing price of the Company’s Common Stock on the grant date. For 2013, regular grants of annual LTI equity awards to our executive management (comprised of Senior Vice Presidents and above), including our NEOs, were approved in December 2012 with a grant date that was the third business day after the release of our fourth quarter earnings, in January 2013, to align the grant date with the start of the performance period. Our NEOs may also receive special awards of stock options or RSUs on an ad hoc basis as determined by the Compensation Committee as new hires or for retention, promotional or other purposes, but generally only on the third business day after the release of our quarterly or annual earnings after the date of determination by our Compensation Committee.
NON-DIRECT COMPENSATION AND PAYOUTS IN CERTAIN CIRCUMSTANCES
NON-DIRECT COMPENSATION AND PAYOUTS IN CERTAIN CIRCUMSTANCES
Retirement Arrangement, Offer Letters, Consulting Arrangement and Change of Control Benefits
Retirement Arrangement, Offer Letters, Consulting Arrangement and Change of Control Benefits Our CEO and other NEOs are generally not covered by contractual arrangements that provide for severance or other payments in the event of termination, but all are participants in our Change of Control Severance Plan discussed below. In addition, we typically enter into offer letters with new hires detailing their compensation and requirements to pay back certain elements of compensation. To attract talented executives from outside the Company, our offer letters generally include severance terms that apply to terminations initiated by the Company and occur for reasons “other than cause” within a limited period of time from the date of hire. Benefits of this type are sometimes provided to officer-level candidates to provide an incentive to them to join the Company by reducing the risk of making such a job change. Kevin W. Sharer Mr. Sharer ceased service as our CEO effective May 23, 2012, at which time he continued to serve as Chairman of the Board and an employee of the Company through December 31, 2012, assisting in the transition of our new CEO and providing leadership to the Board. In recognition of his service provided as our CEO and throughout the transition period, for 2012 we (i) continued to pay Mr. Sharer his base salary at his rate in effect as a CEO, (ii) paid him a pro-rata portion (approximately five/twelfths) of his annual CEO cash incentive award earned for 2012 and (iii) provided the benefits and perquisites we have historically provided to Mr. Sharer as our CEO. In 2012, Mr. Sharer was granted a reduced amount (approximately five/twelfths) of his annual LTI equity awards for service as CEO through May 2012. The provisions of the performance award program and our RSU grant agreement generally require pro-ration of the performance units earned or RSUs vesting, as applicable, upon the occurrence of certain events, including death, disability or retirement. These provisions were modified not to apply to Mr. Sharer’s grant of performance units under the 2012-2014 performance program and his 2012 annual grant of RSUs given the five/twelfths pro-ration had already been applied. Like all of our qualified retirees, following Mr. Sharer’s retirement in December 2012, he continued to vest in his outstanding RSUs and stock options in accordance with their original vesting schedules and he will continue to be entitled to a full payout from his outstanding performance units (for the 2011-2013 and 2012-2014 performance periods). The Compensation Committee approved providing Mr. Sharer with office space and administrative and technical support until December 31, 2017. Following his retirement as our CEO and departure from the Company, we are currently providing and intend to continue to provide Mr. Sharer with secretarial, information technology and travel support until December 31, 2017. Anthony C. Hooper Mr. Hooper, who commenced employment effective October 27, 2011, is currently subject to an offer letter that was negotiated in connection with his hiring and approved by the Compensation Committee. Mr. Hooper’s offer letter included relocation assistance and our standard severance protection for new executives. In addition, we agreed to compensate Mr. Hooper for cancellations or forfeitures of previously earned or vested compensation from his former employer (or the denial of vesting of such compensation) arising out of his employment with us and to indemnify him against claims relating to recoupment of such compensation. We agreed to provide Mr. Hooper with such compensation and benefits because Mr. Hooper’s broad commercial operations experience and his leadership roles in developing the pharmaceutical business in Latin America, the Middle East, Africa, Canada, Japan and several countries in the Pacific Rim are important to implementing our strategic vision for growth and international expansion and to attract him to our Company and California. Mr. Hooper’s compensation and benefits were designed and negotiated to facilitate a prompt, effective and fair process. Mr. Hooper’s offer letter provides for cash severance protection for three years following his hire date at a multiple of two times annual base salary and a target annual cash incentive award of 80% of his annual base salary plus up to eighteen months of Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, medical and dental coverage paid by us. As with Mr. Peacock (described below), benefits of this type are sometimes provided to officer-level candidates to provide an incentive to them to join the Company by reducing the risk of making such a job change. These severance benefits will expire on October 27, 2014. To facilitate Mr. Hooper’s relocation from New Jersey to California, he received our relocation package which includes a repayment agreement that says he will repay the moving and relocation expenses incurred by the Company in the event that Mr. Hooper does not complete the move, resigns or is discharged for cause from the Company within two years (with a pro-rata refund in the second year). Reimbursement of relocation expenses is essential to ensure the executive is able to move in a timely manner and able to more quickly take on his responsibilities. Jonathan M. Peacock Mr. Peacock, who commenced employment effective September 1, 2010, is currently subject to an offer letter that provides for standard cash severance protection for three years following his hire date at a multiple of two times annual base salary plus the target annual cash incentive award opportunity at the time of termination, and up to eighteen months of COBRA medical coverage paid by us. These severance benefits will expire on September 1, 2013. Fabrizio Bonanni In connection with his retirement on January 25, 2013 and in light of his expertise in our global operations, quality and engineering, we entered into a consulting agreement with Dr. Bonanni for the provision of consulting services during 2013, consistent with the material terms established by the Compensation Committee, and under which we compensated Dr. Bonanni with accelerated vesting of his 40,000 RSU retention grant (originally granted in April 2010 with a December 2013 vesting date) that would have been forfeited upon his retirement. The Compensation Committee determined that the accelerated vesting of the RSUs was appropriate because Dr. Bonanni will have fulfilled the purpose of the original retention grant based on his active service through January 2013 taken together with his consulting services through the end of 2013. Payments under the agreement are subject to recapture in the event of any breach of the agreement or the Amgen Proprietary Information and Inventions Agreement by Dr. Bonanni. Change of Control Severance Plan
Retirement Arrangement, Offer Letters, Consulting Arrangement and Change of Control Benefits
In the event of a change of control and a qualifying termination, our Change of Control Severance Plan provides severance payments to 1,738 staff members (as of December 31, 2012), including each NEO. There are no tax gross-up payments provided under the plan. The plan was structured so that payments and benefits are provided only if there is both a change of control and a termination of employment, either by us other than for “cause” or “disability” or by the participant for “good reason” (as each is defined in the plan)—sometimes referred to as a “double-trigger”—because the intent of the plan is to provide appropriate severance benefits in the event of a termination following a change of control, rather than to provide a change of control bonus. The cash severance multiple for the CEO and all other NEOs is two times annual cash compensation. The payments and benefit levels under the Change of Control Severance Plan do not influence and were not influenced by other elements of compensation. The Change of Control Severance Plan was adopted, and is continued by the Compensation Committee, to reinforce and encourage the continued attention and dedication of members of management to their assigned duties without the distraction arising from the possibility of a change of control, to enable and encourage management to focus their attention on obtaining the best possible deal for our stockholders and making an independent evaluation of all possible transactions, without being influenced by their personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits, and to provide severance benefits to any participant who incurs a termination of employment under the circumstances described within a certain period following a change of control in recognition of their contributions to the Company. Change of Control Treatment of Long-Term Incentive Equity Awards Stock Options, Restricted Stock and Restricted Stock Units To ensure that our LTI equity award practices remain aligned with current governance best practices and are competitive with the practices of our peer group, in March 2011, the Compensation Committee eliminated the single trigger full acceleration of vesting upon a change in control for future LTI equity award grants and replaced it with a “double-trigger” acceleration of vesting that requires a qualifying termination in connection with a change of control. As a result, annual grants of LTI equity awards made on or after March 2, 2011 provide that, assuming the awards are continued or assumed, all unvested stock options and RSUs vest in full only if the grantee’s employment is involuntarily terminated other than for “cause” or “disability,” or, in the case of staff members subject to the Change of Control Severance Plan, voluntarily terminated with “good reason” within two years following a change of control. Performance Units The Compensation Committee has maintained change of control features for each of the performance periods under our performance award programs to ensure that these programs reward participants for our performance up until the time that the change of control occurs. Payment calculation methods differ according to the terms of the award for each performance period and whether a change of control occurs in the first six or 12 months of the period or thereafter. For additional information on the levels of payout, see “Potential Payments Upon Termination or Change of Control—Long-Term Incentive Equity Awards—Performance Units” in our Executive Compensation Tables.
Tax Deductibility Under Section 162(m) of the Internal Revenue Code
| • | As previously referenced, the introduction of RSUs as part (20%) of the annual LTI equity award mix for executives and officers is focused primarily on the attraction and retention of the talent needed to drive our long-term success. This compensation, however, is not performance-based compensation under Section 162(m) of the Internal Revenue Code. The fiscal impact for 2012 of the RSUs not being performance-based is approximately $1,100,000, assuming the Company’s U.S. combined effective tax rate for 2012. |
Accounting Standards
Accounting Standards Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, RSUs and performance units under our equity incentive award plans are accounted for under FASB ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. For example, the Compensation Committee took these accounting standards into account when discontinuing grants of incentive stock options. In addition, we modified our Employee Stock Purchase Plan to make it non-compensatory under the “safe harbor” provisions of the accounting rules and therefore no longer recognize compensation expense under this plan. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
Summary Compensation Table
Summary Compensation Table The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by each of our Named Executive Officers, or NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | | | | | Performance Units and Restricted Stock Units | Stock Options | EIP | | | | Robert A. Bradway | 2012 | 1,262,308 | 0 | 8,571,724 | 0 | 3,316,000 | 420,059 | 13,570,091 | | Chairman of the Board, President and Chief Executive Officer | 2011 2010 | 1,023,692 971,204 | 0 0 | 3,147,900 2,541,180 | 833,850 2,668,143 | 1,860,000 1,340,000 | 259,522 251,216 | 7,124,964 7,771,743 | | Kevin W. Sharer(6) | 2012 | 1,805,919 | 0 | 3,657,214 | 0 | 2,308,000 | 1,357,579 | 9,128,712 | | Former Chairman of the Board and Former Chief Executive Officer | 2011 2010 | 1,791,462 1,748,846 | 0 0 | 8,994,000 8,306,025 | 2,382,429 6,691,367 | 4,882,000 3,635,000 | 800,420 756,895 | 18,850,311 21,138,133 | | Anthony C. Hooper(7) | 2012 | 976,179 | 0 | 5,296,747 | 0 | 1,795,000 | 518,068 | 8,585,994 | | Executive Vice President, Global Commercial Operations | 2011 | 171,731 | 3,050,045 | 8,464,614 | 0 | 196,000 | 174,822 | 12,057,212 | | Jonathan M. Peacock(8) | 2012 | 878,931 | 0 | 3,542,911 | 0 | 1,615,000 | 240,588 | 6,277,430 | | Executive Vice President and Chief Financial Officer | 2011 2010 | 833,846 270,769 | 0 1,000,000 | 2,363,499 5,727,000 | 625,388 3,314,483 | 1,211,000 267,000 | 245,158 371,942 | 5,278,891 10,951,194 | | Fabrizio Bonanni(9) | 2012 | 866,302 | 0 | 3,542,911 | 0 | 1,593,000 | 346,493 | 6,348,706 | | Former Executive Vice President, Operations | 2011 2010 | 839,462 820,000 | 0 0 | 2,363,499 4,527,800 | 625,388 1,764,756 | 1,220,000 910,000 | 196,075 206,481 | 5,244,424 8,229,037 | | Sean E. Harper(10) | 2012 | 835,038 | 0 | 3,542,911 | 0 | 1,535,000 | 176,814 | 6,089,763 | | Executive Vice President, Research and Development | | | | | | | | | | David J. Scott(11) | 2012 | 845,916 | 0 | 3,911,578 | 0 | 1,383,000 | 225,696 | 6,366,190 | | Senior Vice President, General Counsel and Secretary | | | | | | | | |
Summary Compensation Table
| (1) Reflects base salary earned in each bi-weekly pay period (or portion thereof) during each fiscal year before pre-tax contributions and, therefore, includes compensation deferred under our qualified and nonqualified deferred compensation plans. Under payroll practices for salaried staff members of our U.S. entities, including our NEOs, base salary earned in a pay period is computed by dividing the annual base salary then in effect by 26, which is the number of full bi-weekly pay periods in a year. |
Summary Compensation Table
| (2) For 2012, reflects the grant date fair values of performance units and restricted stock units, or RSUs, granted during 2012 (see footnotes 5, 6 and 7 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). |
Summary Compensation Table
| The single measure that determines the number of units to be earned for the performance unit awards granted during 2012 is our total shareholder return, or TSR, compared with the average of the TSRs of our peer group, all computed over the performance period applicable to each award, which is a market condition as defined under Financial Accounting Standards Board principles regarding the measurement of stock-based compensation (ASC 718). Since these awards do not have performance conditions as defined under ASC 718, such awards have no maximum grant date fair values that differ from the fair values presented in the table above. |
Summary Compensation Table
| (3) Beginning in 2012, stock options are no longer granted to our NEOs. |
Summary Compensation Table
| (4) Reflects amounts that were earned under our Executive Incentive Plan, or EIP, for 2012 performance which were determined and paid in March 2013. For a description of our EIP, see “ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis. |
Summary Compensation Table
| (5) See the subsection “All Other Compensation—Perquisites and Other Compensation” immediately following these footnotes. |
Summary Compensation Table
| (6) Mr. Sharer served as our Chief Executive Officer through May 23, 2012, and continued as an employee and Chairman of the Board throughout 2012 until his retirement on December 31, 2012. Compensation reported is for his service as our Chief Executive Officer through May 23, 2012, for his service as an employee and Chairman of the Board through December 31, 2012 and for certain post-retirement benefits. |
Summary Compensation Table
| (7) Mr. Hooper commenced employment with the Company effective October 27, 2011 as Executive Vice President, Global Commercial Operations, and this table reflects his compensation earned beginning on that date. |
Summary Compensation Table
| (8) Mr. Peacock commenced employment with the Company effective September 1, 2010 as Executive Vice President and Chief Financial Officer, and this table reflects his compensation earned beginning on that date. |
Summary Compensation Table
| (9) Dr. Bonanni was not an NEO in 2011. Dr. Bonanni ceased service as an executive officer effective as of August 13, 2012 and retired as an employee as of January 25, 2013. Compensation reported is for service in all capacities during 2012. In connection with his retirement, Dr. Bonanni entered into a consulting arrangement in 2013 that is described below under “Potential Payments Upon Termination or Change in Control.” |
Summary Compensation Table
| (10) Dr. Harper was not an NEO in 2011 or 2010. Dr. Harper was appointed to serve as Executive Vice President, Research and Development effective February 13, 2012, but this table reflects his compensation earned for all of Fiscal 2012. |
Summary Compensation Table
| (11) Mr. Scott was not an NEO in 2011 or 2010. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, 2012. None of the NEOs were granted stock options during 2012.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(# of units) | | | All Other Stock Awards: Number of Shares of Stock or Units(#)(4) | Grant Date Fair Value of Stock and Option Awards($) | | Name | Grant Date | Approval Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | EIP | | Performance Units | | | RSUs | | | Robert A. Bradway | 3/14/12 | 3/14/12 | (2) | (2) | 6,398,750 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 83,752 | 125,628 | | 7,071,726(5) | | | 4/27/12 | 3/14/12 | | | | | | | 20,938 | 1,499,998(6) | | Kevin W. Sharer | 3/14/12 | 3/14/12 | (2) | (2) | 6,398,750 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 35,734 | 53,601 | | 3,017,254(5) | | | 4/27/12 | 3/14/12 | | | | | | | 8,933 | 639,960(6) | | Anthony C. Hooper | 3/14/12 | 3/14/12 | (2) | (2) | 3,839,250 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 34,617 | 51,925 | | 2,922,938(5) | | | 4/27/12 | 3/14/12 | | | | | | | 8,654 | 619,973(6) | | | 1/31/12 | 12/15/11 | | | | | | | 26,497 | 1,753,836(7) | | Jonathan M. Peacock | 3/14/12 | 3/14/12 | (2) | (2) | 3,839,250 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 34,617 | 51,925 | | 2,922,938(5) | | | 4/27/12 | 3/14/12 | | | | | | | 8,654 | 619,973(6) | | Fabrizio Bonanni | 3/14/12 | 3/14/12 | (2) | (2) | 3,839,250 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 34,617 | 51,925 | | 2,922,938(5) | | | 4/27/12 | 3/14/12 | | | | | | | 8,654 | 619,973(6) | | Sean E. Harper | 3/14/12 | 3/14/12 | (2) | (2) | 3,839,250 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 34,617 | 51,925 | | 2,922,938(5) | | | 4/27/12 | 3/14/12 | | | | | | | 8,654 | 619,973(6) | | David J. Scott | 3/14/12 | 3/14/12 | (2) | (2) | 2,559,500 | | | | | | | | 4/27/12 | 3/14/12 | | | | (3) | 24,567 | 36,850 | | 2,074,351(5) | | | 4/27/12 | 3/14/12 | | | | | | | 6,141 | 439,941(6) | | | 1/31/12 | 12/15/11 | | | | | | | 22,081 | 1,397,286(7) |
Grants of Plan-Based Awards
| (1) Reflects the date on which the grants were approved by the Compensation Committee. See “COMPENSATION POLICIES AND PRACTICES—Policies for Grants of Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis for a description of the timing of our annual equity award grants. |
Grants of Plan-Based Awards
| (2) Represents awards to our NEOs made under our EIP. The “maximum” amounts shown in the table above reflect the largest possible payments under our EIP for the 2012 performance period, based on our adjusted net income, as defined for the EIP. There are no thresholds or targets under the EIP. The EIP provides that the Compensation Committee may use “negative discretion” to award any amount that does not exceed the maximum. Consistent with its practice since the EIP was approved by our stockholders in 2002, the Compensation Committee employed the goals established under our Global Management Incentive Plan, or GMIP, as illustrated in the table below, as well as each NEO’s contributions in determining the actual amounts awarded under the EIP in 2012. Our GMIP for 2012 was based on our performance against three primary Company performance goals, weighted as follows: (1) Deliver Financially (60%); (2) Deliver the Best Pipeline (20%) and (3) Reach More Patients Through Growth Opportunities (20%). Threshold goals of 50% of target performance have been established only for non-financial metrics. There are no threshold goals for the financial metrics. These non-financial metrics are often expressed in milestones or are more subjective in nature than are the financial metrics. If only one of the minor non-financial goals is accomplished, the payout percentage would be very small (less than 1% of a target annual cash incentive award) and thus no threshold amount is shown in the table below. The GMIP-derived target and maximum payout levels for the 2012 performance period are shown in the table below. The actual amounts awarded under our EIP are reported as “Non-Equity Incentive Plan Compensation” in our “Summary Compensation Table” and are shown in the table below. For a description of our Company |
Grants of Plan-Based Awards
| performance goals and the use of the GMIP in the Compensation Committee’s exercise of negative discretion see “ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis. |
Grants of Plan-Based Awards
| | GMIP | | | | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards($) | | | Non-Equity Incentive Plan Compensation($) | | Name | Threshold | Target | Maximum | Actual | | Robert A. Bradway | — | 1,615,400 | 3,634,650 | 3,316,000 | | Kevin W. Sharer | — | 1,124,375 | 2,529,844 | 2,308,000 | | Anthony C. Hooper | — | 874,263 | 1,967,092 | 1,795,000 | | Jonathan M. Peacock | — | 786,531 | 1,769,695 | 1,615,000 | | Fabrizio Bonanni | — | 775,855 | 1,745,674 | 1,593,000 | | Sean E. Harper | — | 747,685 | 1,682,291 | 1,535,000 | | David J. Scott | — | 673,421 | 1,515,197 | 1,383,000 |
Grants of Plan-Based Awards
| (3) Reflects information regarding performance units granted during 2012 for the 2012-2014 performance period for NEOs. The number of units granted (which equals the target number of units of the award) is multiplied by a payout percentage, which can range from 0% to 150%, to determine the number of units earned by the participant at the end of the performance period. Shares of our Common Stock will be issued on a one-for-one basis for each performance unit earned. The payout percentage for the 2012-2014 performance units is calculated as 100% plus two times the TSR percentage difference. The TSR percentage difference equals the TSR of our Common Stock less the average of the TSRs of the peer group, each over the three-year performance period, and may result in a negative amount. The performance units granted in 2012 accrue dividend equivalents deemed reinvested in shares and that are payable in shares only to the extent and when the underlying performance units are earned. For more information, see “ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis. |
Grants of Plan-Based Awards
| (4) Reflects RSUs granted during 2012, including the annual grant of RSUs to our NEOs. Commencing with the grants made in April 2012, RSUs accrue dividend equivalents that are deemed reinvested in shares and payable only to the extent and when the underlying RSUs vest and are issued to the participant. |
Grants of Plan-Based Awards
| (5) Reflects the grant date fair values of the performance units granted during 2012 for the 2012-2014 performance period determined in accordance with ASC 718 based on the number of performance units granted multiplied by the grant date fair value per unit of approximately $84.44. The grant date fair value per unit was determined using a payout simulation model with the following key assumptions: risk-free interest rate of 0.4%; volatility of the price of our Common Stock of 21.5%; dividend yield on our Common Stock of 2.1%; the closing price of our Common Stock on the grant date of $71.64 per share; volatilities of the prices of the stocks of the peer group and the correlations of returns of our Common Stock and the stocks of the peer group to simulate TSRs and their resulting impact on the payout percentage based on the contractual terms of the performance units. |
Grants of Plan-Based Awards
| (6) Reflects the grant date fair values of RSUs granted on April 27, 2012 determined in accordance with ASC 718 based on the number of RSUs granted multiplied by the grant date fair value per unit of $71.64. Because these RSUs accrue dividend equivalents during the vesting period, the grant date fair value per unit equals the closing price of our Common Stock on the grant date. |
Grants of Plan-Based Awards
| (7) Reflects the grant date fair values of RSUs granted on January 31, 2012 determined in accordance with ASC 718 based on the number of RSUs granted multiplied by the grant date fair value per unit of $66.19 and $63.28 for Messrs. Hooper and Scott, respectively. Because these RSUs do not accrue dividend equivalents during the vesting period, the grant date fair values per unit were based on the closing price of our Common Stock on that date of $67.93 reduced by an expected dividend yield of 2.4% over the respective weighted average vesting periods of the awards which were discounted at risk-free interest rates of 0.2% and 0.3% for the awards for Messrs. Hooper and Scott, respectively. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth summary information regarding the outstanding equity awards at December 31, 2012 granted to each of our NEOs.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/ Option) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | | Stock Options | | | | Restricted Stock Units and Dividend Equivalents | | Performance Units and Dividend Equivalents | | | Robert A. Bradway | 0 | 73,500 | 54.69 | 4/25/21(2) | 54,223 | 4,674,023 | 127,340(6) | 10,976,708 | | | 63,500 | 63,500 | 58.43 | 4/26/20(3) | | | 55,062(7) | 4,746,344 | | | 63,000 | 21,000 | 50.44 | 4/28/16(3) | | | 34,584(8) | 2,981,141 | | | 84,000 | 0 | 42.13 | 4/29/15 | | | | | | | 65,000 | 0 | 62.55 | 4/26/14 | | | | | | Kevin W. Sharer | 0 | 210,000 | 54.69 | 12/31/17(2) | 101,054 | 8,710,855 | 54,331(6) | 4,683,332 | | | 0 | 159,250 | 58.43 | 12/31/17(3) | | | 157,320(7) | 13,560,984 | | | 0 | 64,000 | 50.44 | 4/28/16(3) | | | 131,131(8) | 11,303,492 | | Anthony C. Hooper | 0 | 0 | n/a | n/a | 49,143 | 4,236,127 | 52,633(6) | 4,536,965 | | | | | | | | | 52,777(9) | 4,549,377 | | | | | | | | | 52,777(10) | 4,549,377 | | | | | | | | | 52,777(10) | 4,549,377 | | Jonathan M. Peacock | 0 | 55,125 | 54.69 | 4/25/21(2) | 74,571 | 6,428,020 | 52,633(6) | 4,536,965 | | | 87,500 | 87,500 | 57.27 | 10/28/20(3) | | | 41,296(7) | 3,559,715 | | Fabrizio Bonanni | 0 | 55,125 | 54.69 | 4/25/21(2) | 73,571 | 6,341,820 | 52,633(6) | 4,536,965 | | | 0 | 42,000 | 58.43 | 4/26/20(3) | | | 41,296(7) | 3,559,715 | | | 0 | 21,000 | 50.44 | 4/28/16(3) | | | 34,584(8) | 2,981,141 | | Sean E. Harper | 0 | 21,000 | 54.69 | 4/25/21(2) | 43,196 | 3,723,495 | 52,633(6) | 4,536,965 | | | 0 | 16,000 | 58.43 | 4/26/20(3) | | | 15,732(7) | 1,356,098 | | | 0 | 8,000 | 50.44 | 4/28/16(3) | | | 13,257(8) | 1,142,753 | | David J. Scott | 0 | 38,875 | 54.69 | 4/25/21(2) | 43,830 | 3,778,146 | 37,352(6) | 3,219,742 | | | 0 | 20,000 | 58.43 | 4/26/20(3) | | | 29,235(7) | 2,520,057 | | | 0 | 10,000 | 50.44 | 4/28/16(3) | | | 16,571(8) | 1,428,420 |
Outstanding Equity Awards at Fiscal Year End
| (1) Stock options granted prior to April 26, 2010 expire on the seventh anniversary of their grant date. Stock options granted on or after April 26, 2010 expire on the tenth anniversary of their grant date, except for Mr. Sharer’s stock options which expire on the fifth anniversary of his retirement date. In addition, as a result of Dr. Bonanni’s retirement on January 25, 2013, his stock options now expire on January 25, 2018 or, if earlier, the original expiration date noted in the table above. |
Outstanding Equity Awards at Fiscal Year End
| (2) Stock options vest at a rate of 33%, 33% and 34% on the second, third and fourth anniversaries of the April 25, 2011 grant date, respectively. |
Outstanding Equity Awards at Fiscal Year End
| (3) Stock options vest in equal installments of 25% on the first, second, third and fourth anniversaries of the grant date. Thus, the remaining unvested stock options with an expiration date: (i) in 2020 vest 50% per year in 2013 and 2014 and (ii) in 2016 vest in full in 2013. In addition, stock options granted to Mr. Sharer in 2010 which expire on December 31, 2017 vest 50% per year in 2013 and 2014. |
Outstanding Equity Awards at Fiscal Year End
| (4) The following table shows RSUs and any related accrued dividend equivalents (rounded down to the nearest whole number of units) outstanding as of December 31, 2012. Commencing with grants made after March 2012, RSUs accrue dividends that are deemed reinvested in shares and payable only when and to the extent the underlying RSUs vest and are issued to the participant. |
Outstanding Equity Awards at Fiscal Year End
| Name | Units Granted on April 27, 2012(a) | Units Granted on January 31, 2012(b) | Units Granted on October 27, 2011(c) | Units Granted on April 25, 2011(a) | Units Granted on October 28, 2010(d) | Units Granted on April 26, 2010(d) | Units Granted on April 28, 2009(e) | | Robert A. Bradway | 21,223 | 0 | 0 | 21,000 | 0 | 9,000 | 3,000 | | Kevin W. Sharer | 9,054 | 0 | 0 | 60,000 | 0 | 22,750 | 9,250 | | Anthony C. Hooper | 8,771 | 17,753 | 22,619 | 0 | 0 | 0 | 0 | | Jonathan M. Peacock | 8,771 | 0 | 0 | 15,800 | 50,000 | 0 | 0 | | Fabrizio Bonanni | 8,771 | 0 | 0 | 15,800 | 0 | 46,000 | 3,000 | | Sean E. Harper | 8,771 | 0 | 0 | 6,000 | 0 | 27,300 | 1,125 | | David J. Scott | 6,224 | 22,081 | 0 | 11,200 | 0 | 2,900 | 1,425 |
Outstanding Equity Awards at Fiscal Year End
| (a) Reflects total RSUs granted and related dividend equivalents accrued through December 31, 2012, which are scheduled to vest at a rate of approximately 33%, 33% and 34% of the amounts shown on the second, third and fourth anniversaries of the grant date, respectively. |
Outstanding Equity Awards at Fiscal Year End
| (b) Reflects RSUs granted to Mr. Hooper, of which 8,744 units vested on March 2, 2013 and 9,009 units are scheduled to vest on March 2, 2014. Also reflects RSUs granted to Mr. Scott which are all scheduled to vest on December 31, 2014. |
Outstanding Equity Awards at Fiscal Year End
| (c) Reflects RSUs granted to Mr. Hooper, of which 7,690 units vested on March 2, 2013, and the remainder are scheduled to vest as follows: 7,690 units on March 2, 2014 and 7,239 units on March 2, 2015. |
Outstanding Equity Awards at Fiscal Year End
| (d) Reflects remaining unvested RSUs, which are scheduled to vest in equal installments of one-half of the amounts shown on the third and fourth anniversaries of the grant date, except with respect to units outstanding for Drs. Bonanni and Harper. Dr. Bonanni’s RSUs include 40,000 units for which vesting occurred on his retirement date of January 25, 2013 in connection with entering into a consulting agreement as described below under “Potential Payments Upon Termination or Change in Control.” The remainder of Dr. Bonanni’s RSUs are scheduled to vest as follows: 3,000 units on April 26, 2013 and 3,000 units on April 26, 2014. Dr. Harper’s RSUs are scheduled to vest as follows: 1,150 units on April 26, 2013; 1,150 units on April 26, 2014 and 25,000 units on December 31, 2014. |
Outstanding Equity Awards at Fiscal Year End
| (e) Reflects remaining unvested RSUs, which are scheduled to vest on April 28, 2013. |
Outstanding Equity Awards at Fiscal Year End
| (5) The market values of RSUs and performance units (and related dividend equivalents) were calculated by multiplying the number of RSUs outstanding or the number of performance units (as determined in accordance with Securities and Exchange Commission, or SEC, rules and footnotes 6 through 10 below), as applicable, by the closing price of our Common Stock on December 31, 2012 ($86.20). |
Outstanding Equity Awards at Fiscal Year End
| (6) Reflects the sum of the number of performance units granted for the 2012–2014 performance period and the related dividend equivalents accrued through December 31, 2012 multiplied by the maximum payout percentage of 150%. Because a payout percentage equal to 100% plus two times the TSR percentage difference for the one-year period ended December 31, 2012, exceeded the maximum payout percentage for the award, the maximum payout percentage was used for purposes of this table. (The determination of the TSR percentage difference is discussed below.) The number of dividend equivalents multiplied by the 150% payout percentage noted above (rounded down to the nearest whole number of units) included in the table above are as follows: 1,712 units for Mr. Bradway; 730 units for Mr. Sharer; 707 units for Messrs. Hooper and Peacock and Drs. Bonanni and Harper and 502 units for Mr. Scott. |
Outstanding Equity Awards at Fiscal Year End
| (7) Reflects the number of performance units granted for the 2011-2013 performance period multiplied by the estimated payout percentage of 131.1%, which equals 100% plus two times the TSR percentage difference for the two-year period ended December 31, 2012. |
Outstanding Equity Awards at Fiscal Year End
| (8) Reflects the actual number of performance units earned for the 2010-2012 performance period which equals the number of performance units granted multiplied by the actual payout percentage of 144.1%, which is the product of: (i) 107.8% which is the sum of the revenues and adjusted earnings per share, or |
Outstanding Equity Awards at Fiscal Year End
| EPS, performance percentages based on actual results achieved with regard to the 2010 revenues and adjusted EPS performance measures, multiplied by (ii) a relative TSR multiplier of 133.7% for the three-year period that ended on December 31, 2012. |
Outstanding Equity Awards at Fiscal Year End
| (9) Reflects the actual number of performance units earned by Mr. Hooper for the performance period that began on October 27, 2011 and ended on December 31, 2012, based on the number of units granted multiplied by the maximum payout percentage of 150%. Had the payout percentage not exceeded the maximum percentage that may be earned for this award, the payout would have equaled 100% plus two times the TSR percentage difference for the performance period. |
Outstanding Equity Awards at Fiscal Year End
| (10) Reflects the number of performance units for the remaining two performance unit awards granted to Mr. Hooper with performance periods beginning on the October 27, 2011 grant date and ending on December 31, 2013 and December 31, 2014, respectively, multiplied by the maximum payout percentage of 150%. Because a payout percentage equal to 100% plus two times the TSR percentage difference for the period from the grant date through December 31, 2012 exceeded the maximum payout percentage for the award, the maximum payout percentage was used for purposes of this table. |
Outstanding Equity Awards at Fiscal Year End
The TSR percentage difference referenced in footnotes 6, 7, 9 and 10 equals our TSR less the average of TSRs of the peer group for the applicable performance period. See “ELEMENTS OF COMPENSATION AND SPECIFIC COMPENSATION DECISIONS—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis and “Summary Compensation Table—Narrative Description to the Compensation Tables – Performance Units” for more information regarding our performance units. The estimated payouts of the performance units described above are disclosed in the limited context of our executive compensation program and should not be understood to be statements of our expectations of our stock price or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes the option exercises and vesting of stock awards for each of our NEOs for the year ended December 31, 2012. For a description of the performance units and associated payout values of performance periods that ended on December 31, 2012 and that were earned as of that date, see the “Outstanding Equity Awards at Fiscal Year End” table and footnotes 8 and 9 to the table.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Securities Acquired on Exercise(#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | | Robert A. Bradway | 40,000 | 957,200 | 10,500 | 745,695 | | Kevin W. Sharer | 1,222,250 | 24,669,088 | 29,875 | 2,123,751 | | Anthony C. Hooper | 0 | 0 | 31,363 | 2,119,825 | | Jonathan M. Peacock | 0 | 0 | 25,000 | 2,190,750 | | Fabrizio Bonanni | 356,000 | 8,910,753 | 9,000 | 640,410 | | Sean E. Harper | 117,900 | 1,565,489 | 7,725 | 551,752 | | David J. Scott | 227,000 | 4,188,842 | 5,725 | 408,037 |
Option Exercises and Stock Vested
| (1) The value realized upon exercise of stock options reflects the price at which shares acquired upon exercise of the stock options were sold or valued for income tax purposes, net of the exercise price for acquiring shares. |
Option Exercises and Stock Vested
| (2) The value realized on vesting of RSUs was calculated as the product of the closing price of a share of our Common Stock on the day prior to the vesting date, multiplied by the number of units vested. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth summary information regarding aggregate contributions to and account balances under our SRP and Nonqualified Deferred Compensation Plan, or NDCP for and as of the year ended December 31, 2012. There were no withdrawals by any of the NEOs in 2012.
Nonqualified Deferred Compensation
| Name | Executive Contributions in 2012($)(1) | Company Contributions in 2012($)(2) | Aggregate Earnings in 2012($)(3) | Aggregate Balance at December 31, 2012($)(4) | | Robert A. Bradway | 930,000 | 288,589 | 285,919 | 3,107,554 | | Kevin W. Sharer | 0 | 726,414 | 3,312,436 | 26,490,246 | | Anthony C. Hooper | 0 | 91,740 | 4,187 | 95,927 | | Jonathan M. Peacock | 0 | 183,492 | 21,096 | 289,548 | | Fabrizio Bonanni | 0 | 213,450 | 538,753 | 4,159,582 | | Sean E. Harper | 0 | 133,077 | 159,378 | 1,439,590 | | David J. Scott | 0 | 170,086 | 171,662 | 1,462,873 |
Nonqualified Deferred Compensation
| (1) Reflects an amount that was included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” as an annual cash incentive award earned in 2011 and contributed to the NDCP in 2012. |
Nonqualified Deferred Compensation
| (2) Reflects credits to the SRP which are included in the “All Other Compensation” column of the “Summary Compensation Table.” In March 2012, we made a one-time contribution to certain SRP accounts in order to correct for erroneous under-contributions made between 2003 and 2007 to these SRP accounts. The accounts for Messrs. Bradway, Sharer and Scott and Drs. Bonanni and Harper, among others, were affected by this error and thus their accounts were credited with a one-time contribution. |
Nonqualified Deferred Compensation
| (3) Reflects earnings in the NDCP and SRP for 2012. |
Nonqualified Deferred Compensation
| (4) Reflects balances in the NDCP and SRP on December 31, 2012. Messrs. Hooper’s and Peacock’s balances are composed of their SRP accounts which are unvested and are scheduled to vest on October 27, 2014 and September 1, 2013, the third anniversaries of Messrs. Hooper’s and Peacock’s hire dates, respectively. These balances include the following aggregate amounts that are reported as compensation in this proxy statement in the “Summary Compensation Table” in 2012, 2011 and 2010: $1,608,222 for Mr. Bradway; $1,772,910 for Mr. Sharer; $91,740 for Mr. Hooper; $268,923 for Mr. Peacock; $516,423 for Dr. Bonanni; $133,077 for Dr. Harper and $170,086 for Mr. Scott. |
General Provisions of the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan
General Provisions of the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan The SRP is designed to provide a “make-whole” benefit to 401(k) Plan participants who have eligible compensation in excess of the Internal Revenue Code’s qualified plan compensation limit. The Company credits to the SRP a 10% contribution on such compensation to represent the equivalent percentage of Company contributions that would have been made to the 401(k) Plan if the compensation had been eligible for deferral into the 401(k) Plan. For the same reason, the Company also credits to the SRP a 10% contribution on amounts deferred into the NDCP. No “above market” crediting rates are offered. The SRP and the NDCP are unfunded plans for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. Deferred amounts are our general unsecured obligations and are subject to our on-going financial solvency. We have established a grantor trust (a so-called “rabbi” trust) for the purpose of accumulating funds to assist us in satisfying our obligations under the NDCP. Earnings on amounts contributed to our SRP and NDCP, like our 401(k) Plan, are based on participant selections among the investment options selected by a committee of our executives. This committee has the sole discretion to discontinue, substitute or add investment options at any time. Participants can select from among these investment options for purposes of determining the earnings or losses that we will credit to their plan accounts, but they do not have an ownership interest in the investment options they select. Unlike our 401(k) Plan, we do not offer the opportunity to invest through a brokerage window or in our Common Stock under our NDCP or SRP. The investment options in the NDCP and the SRP also differ in that they include six portfolios based on different target retirement dates, referred to as “Target Retirement Portfolios,” that have been created for use as default investment options. The investment options during 2012 are described in the subsection “Investment Options Under the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan” below. Invested amounts can be transferred among available plan investment options on any business day and effective at the close of business on that day (subject to the time of the request and the market being open).
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan Our NDCP allows participants to defer receipt of a portion of their eligible compensation to a future date, with an opportunity to earn tax-deferred returns on the deferrals. Members of our Board of Directors, or Board, and our U.S.- and Puerto Rico-based staff members at the director level or above, which include our NEOs, are eligible to participate in this plan. Our NEOs may participate in this plan on the same basis as the other participants in the plan. Contributions. Participants who are staff members may elect to defer up to a maximum of 50% of their eligible base salary, up to a maximum of 100% of their annual cash incentive award and up to 100% of sales commissions. Non-employee members of our Board may defer all or a portion of their fees, including retainers and meeting fees. In addition, we may, in our sole discretion, contribute additional amounts to any participant’s account at any time, such as contributing sign-on bonuses to the accounts of newly-hired staff members or for retention purposes. Distributions. Participants may elect to receive distributions as a lump sum or, for balances in excess of a de minimis amount, in annual installments for up to ten years. For most participants, distributions commence in the first or second year following the participant’s termination of employment. For our NEOs, Section 409A of the Internal Revenue Code generally requires that distributions may not occur earlier than six months following our NEO’s termination of employment. Participants may also elect to receive an in-service distribution of an elective deferral (called a short-term deferral) that is paid no earlier than three full years after the end of the plan year in which the deferral was made. Participants can also petition for a distribution due to an unforeseeable financial hardship. Vesting. Participants are at all times 100% vested in the amounts that they elect to defer and related earnings and losses on such amounts.
Investment Options Under the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan
Investment Options Under the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan The investment options under the SRP and the NDCP and their annual rates of return for 2012 are contained in the tables below. The 401(k) Plan offers the same investment options as the SRP and the NDCP except: (i) the 401(k) Plan also allows investments in our Common Stock and offers a brokerage window and (ii) the 401(k) Plan does not offer the six portfolios based on different target retirement dates, referred to as “Target Retirement Portfolios” below. The Target Retirement Portfolios are designed to provide an all-in-one investment option for creating a diversified portfolio. Each portfolio is an asset allocation strategy built around a combination of investments from the plan’s investment options (provided below) and is adjusted over time to gradually become more conservative as the target maturity date of the portfolio approaches. We retain the right to change, at our discretion, the available investment options.
Investment Options Under the Supplemental Retirement Plan and Nonqualified Deferred Compensation Plan
| Name of Investment Option | Rate of Return for 2012 | Name of Investment Option | Rate of Return for 2012 | | Amgen Target Retirement Portfolio Income | 12.41% | Capital Preservation | 2.36% | | Amgen Target Retirement Portfolio 2010 | 12.77% | Fixed Income | 5.23% | | Amgen Target Retirement Portfolio 2020 | 14.59% | Large Cap Value | 20.02% | | Amgen Target Retirement Portfolio 2030 | 17.01% | Large Cap Index | 16.02% | | Amgen Target Retirement Portfolio 2040 | 18.31% | Large Cap Growth | 16.80% | | Amgen Target Retirement Portfolio 2050 | 18.56% | Small-Mid Cap Value | 21.12% | | | | Small-Mid Cap Index | 18.35% | | | | Small-Mid Cap Growth | 17.60% | | | | International Value | 21.05% | | | | International Growth | 21.36% | | | | High Yield | 16.07% | | | | Inflation-Protection | 6.89% | | | | Emerging Markets | 17.51% | | | | REIT Index | 16.65% |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Long-Term Incentive Equity Awards
Long-Term Incentive Equity Awards Stock Options and Restricted Stock Units Our stock plans (or the related grant agreements approved for use under such stock plans) provide for accelerated vesting or continued vesting of unvested stock options and RSUs in the circumstances described below. Change of Control/Qualifying Termination in Connection with a Change of Control. With respect to stock options and RSUs made prior to March 2, 2011, all such unvested awards will vest in full upon a Change of Control (as defined in the stock plans or the related grant agreements approved for use under such stock plans), irrespective of the scheduled vesting dates for these awards. With respect to stock options and RSUs made on or after March 2, 2011, all such awards will vest in full only if, within twenty-four months following the change of control, the grantee’s employment is involuntarily terminated other than for “cause” or “disability,” and, in the case of staff members subject to the Change of Control Severance Plan, voluntarily terminated with “good reason” (as each is defined in the grant agreements). With respect to stock options and RSUs made on or after March 6, 2013, Change of Control no longer includes any other event which the incumbent Board (as defined in the related grant agreements), in its sole discretion, determines is a change of control. Death or Disability. In general, unvested stock options and RSUs granted in calendar years prior to the year death or disability occurs vest in full upon the occurrence of such event. For unvested stock options and RSUs granted in the calendar year death or disability occurs, a pro-rata amount of these stock options and RSUs immediately vests based on the number of completed months of employment during the calendar year such event occurs. Under our stock plans, a disability has the same meaning as under Section 22(e)(3) of the Internal Revenue Code and occurs where the disability has been certified by either the Social Security Administration, the comparable government authority in another country with respect to non-U.S. staff members or an independent medical advisor appointed by us. Retirement. In general, unvested stock options and RSUs granted in calendar years prior to the year in which an employee retires continue to vest on their original vesting schedule following the retirement of the holder if the holder has been continuously employed for at least ten years and is age 55 or older or is age 65 or older, regardless of service (a retirement-eligible participant). If a retirement-eligible participant receives a grant of stock options or RSUs in the calendar year such retirement occurs, the participant will vest in a pro-rata amount of the award he or she would be otherwise entitled to based upon the number of complete months of employment during the calendar year such retirement occurs. Holders have the lesser of five years from the date of retirement or the remaining period before expiration to exercise any vested stock options. Mr. Sharer received these benefits in connection with his retirement on December 31, 2012, and Dr. Bonanni received these benefits in connection with his retirement on January 25, 2013. No other NEOs meet the retirement eligibility requirements. Performance Units Our performance award program provides for a potential payout of outstanding performance units upon a Change of Control (as defined in our Change of Control Severance Plan) or upon a termination of employment due to death, disability or retirement. With respect to grants of performance units made on or after March 6, 2013, Change of Control no longer includes any other event which the incumbent Board (as defined in the performance award program), in its sole discretion, determines is a change of control. Change of Control. With respect to grants of outstanding performance units, in the event of a change of control that occurs after the sixth month of the performance period and before the end of the performance period, the performance period terminates as of the last business day of the last completed quarter before the change of control (or, with respect to the 2013-2015 performance period only, the last business day before the change of control) and the participant is entitled to a payment equal to the amount the participant would have received for the performance period based on (A) our TSR performance for which our ending Common Stock price is computed on the greater of (i) the average daily closing price of our Common Stock for the last sixty (60) trading days (or, with respect to the 2013-2015 performance period only, the last twenty (20) trading days) of such shortened period or (ii) the value of consideration paid for a share of our Common Stock in the change of control (whether such consideration is paid in cash, stock or other property, or any combination thereof) and (B) the TSR performance of the companies in our comparator group based on such companies’ average daily closing stock price for the last sixty (60) trading days (or, with respect to the 2013-2015 performance period only, the last twenty (20) trading days) of such shortened performance period. In the event of a change of control that occurs during the first six months of the performance period, the participant is entitled to a payment equal to an amount calculated in the manner described in the preceding sentence pro-rated for the number of complete months elapsed during the shortened performance period. Death or Disability. For all performance unit grants made in calendar years prior to the year death or disability occurs, the participant will be paid the full amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period. For a performance unit grant made in the calendar year in which death or disability occurs, a participant will be paid a pro-rata amount of the award he or she would otherwise be entitled to, if any, as determined at the end of the performance period, based upon the number of complete months of employment during the performance period in the calendar year such event occurs. Retirement. In the event of retirement of a participant who has been continuously employed with us for at least ten years and is age 55 or older or is age 65 or older, regardless of service (a retirement-eligible participant), for performance unit grants made in calendar years prior to the year in which retirement occurs, the participant will be paid the full amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period. If a retirement-eligible participant receives a performance unit grant in the calendar year such retirement occurs, the participant will be paid a pro-rata amount of the award he or she would be otherwise entitled to, if any, as determined at the end of the performance period, based upon the number of complete months of employment during the performance period in the calendar year such retirement occurs. Mr. Sharer received these benefits in connection with his retirement on December 31, 2012, and Dr. Bonanni received these benefits in connection with his retirement on January 25, 2013. None of the other NEOs meet the retirement eligibility requirements.
Estimated Potential Payments
Estimated Potential Payments The tables below set forth the estimated current value of payments and benefits to each of our NEOs (other than Mr. Sharer and Dr. Bonanni) upon a change of control, a qualifying termination within two years following a change of control, the death or disability of our NEOs, and with respect to Messrs. Hooper and Peacock, upon termination without cause. None of these officers are retirement eligible. The amounts shown assume that the triggering events occurred on December 31, 2012 and do not include: (i) the 2010-2012 performance unit awards and the EIP payouts, which were earned as of December 31, 2012; (ii) other benefits earned during the term of our NEO’s employment that are available to all salaried staff members, such as accrued vacation; (iii) benefits paid by insurance providers under life and disability policies and (iv) benefits previously accrued and vested under the SRP and the NDCP. For information on the accrued amounts payable under these plans, see the “Nonqualified Deferred Compensation” table above. The actual amounts of payments and benefits that would be provided can only be determined at the time of a change of control and/or the NEO’s separation from the Company. The tables below for Mr. Sharer and Dr. Bonanni set forth the estimated value of payments and benefits resulting from such person’s retirement on December 31, 2012 and January 25, 2013, respectively. In accordance with SEC rules, the value of accelerated equity awards (and the value of equity awards that would continue to vest after retirement) shown in the tables below was calculated using the closing price of our Common Stock on December 31, 2012 ($86.20), except with respect to Dr. Bonanni’s awards, which reflect the closing price of our Common Stock ($83.42) as of his actual retirement date of January 25, 2013. The value of stock options is the aggregate spread between the applicable closing price and the exercise prices of the stock options, if less than such closing price, while the value per unit of RSUs and performance units, including the related accrued dividend equivalents (rounded down to the nearest whole number of units), equals the applicable closing price.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract the best talent to our Board of Directors, or Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to cash compensation, we provide equity grants and have stock ownership guidelines to align the directors’ interests with all of our stockholders’ interests and to motivate our directors to focus on our long-term growth and success. Directors who are our employees are not paid any fees for serving on our Board or for attending Board meetings.
Director Compensation
Director Compensation
2012 Director Compensation
2012 Director Compensation Cash Compensation. For 2012, each non-employee director received an annual retainer of $55,000. In addition, committee chairs receive additional annual retainers, as follows: (i) Audit Committee, $20,000; (ii) Compensation and Management Development Committee, $10,000; (iii) Corporate Responsibility and Compliance Committee, $6,000 and (iv) Governance and Nominating Committee, or Governance Committee, $6,000. Directors were compensated $3,000 for each Board meeting they attended ($1,500 for telephonic attendance) and $1,500 for each committee meeting they attended ($750 for telephonic attendance). Directors are also compensated for attending meetings of committees of which they are not members or special meetings if they are invited to do so by the Chairman of the Board or the committee chair. Directors are entitled to reimbursement of their expenses, in accordance with our policy, incurred in connection with attendance at Board and committee meetings and conferences with our senior management. We also make tax gross-up payments to our directors to reimburse them for additional income taxes imposed when we are required to impute income on perquisites that we provided. Equity Incentives. For 2012, under the provisions of our Director Equity Incentive Program, on the third business day after the release of our first fiscal quarter earnings, each continuing non-employee director received an automatic annual grant of restricted stock units, or RSUs, with a grant date fair market value of $100,000, based on the closing price of our Common Stock on the date of grant (rounded down to the nearest whole number) and an automatic annual grant of stock options to purchase 5,000 shares of our Common Stock. The exercise price of the stock options is 100% of the closing price of our Common Stock on the grant date, and the stock options expire ten years after the grant date for those issued prior to March 15, 2004 and those issued on and after May 6, 2009. Stock options issued from March 15, 2004 through April 29, 2009 expire seven years after the grant date. On July 31, 2012, Tyler Jacks received an inaugural grant of stock options to purchase 20,000 shares of our Common Stock in connection with his appointment to the Board on May 23, 2012. On January 28, 2013, Robert A. Eckert received an inaugural grant of stock options to purchase 20,000 shares of our Common Stock in connection with his appointment to the Board on December 13, 2012. The stock options and RSUs vest (i) on the date of grant if the non-employee director has had three years of prior continuous service as a non-employee director of the Company or (ii) on the first anniversary of the date of grant if the non-employee director has had less than three years of prior continuous service as a non-employee director of the Company. Upon the death or disability (as defined in the stock plans) of a non-employee director, the vesting of unvested stock options is accelerated by one year for each full year of service as a non-employee director and the vesting of RSUs is accelerated by one month for each full month of service as a non-employee director. In March 2012, our Board approved an amendment to the Director Equity Incentive Program to grant dividend equivalents on grants of RSUs to non-employee directors which accrue and become payable, typically, in shares only to the extent and when such RSUs vest and are issued after any applicable deferral period commencing with the 2012 annual grant of RSUs. Deferred Compensation and Other Benefits. Non-employee directors are eligible to participate in the Nonqualified Deferred Compensation Plan, or NDCP, that we maintain for our staff members (see “Nonqualified Deferred Compensation” in our Executive Compensation Tables above for more information). Earnings under this plan are market-based—there are no “above market” or guaranteed rates of returns. Through The Amgen Foundation, Inc., the Company maintains a charitable contributions matching gift program for all eligible staff members and non-employee directors. Our directors participate in the program on the same terms as our staff members. The Amgen Foundation, Inc. matches, on a dollar-for-dollar basis, qualifying donations made by directors and staff members to eligible organizations, up to $20,000 per person, per year. Guests of our Board members are occasionally invited to Board events, and we may pay or reimburse travel expenses and may provide transportation on our aircraft for both the director and his or her guest. Director Stock Ownership Guidelines. We have maintained Non-Employee Director Stock Ownership Guidelines since 2002. Under the non-employee director stock ownership guidelines in effect during 2012 all non-employee directors were expected to hold 8,000 shares of our Common Stock while serving as a non-employee director. All non-employee directors are expected to comply with the stock ownership guidelines on or before December 31st of the calendar year in which the fifth anniversary of their date of election by stockholders or the Board falls. For purposes of the Board stock ownership guidelines, issued and outstanding shares of our Common Stock held beneficially or of record by the non-employee director, issued and outstanding shares of our Common Stock held in a qualifying trust (as defined in the guidelines) and vested RSUs that are deferred will count towards satisfying the stock ownership guidelines. All directors with compliance dates that were prior to December 31, 2012 met the stock ownership guidelines as of December 31, 2012. Directors elected to the Board within the last five years have the following compliance dates:
2012 Director Compensation
| Director | Compliance Date | | François de Carbonnel | December 31, 2014 | | Vance D. Coffman | December 31, 2013 | | Robert A. Eckert | December 31, 2018 | | Rebecca M. Henderson | December 31, 2015 | | Tyler Jacks | December 31, 2017 | | Ronald D. Sugar | December 31, 2016 |
2013 Director Compensation
2013 Director Compensation In December 2012, the Governance Committee reviewed our director compensation. Director compensation had last been reviewed in July 2010, but no changes were recommended to the Board at that time. To advise in the process, the Governance Committee hired Frederic W. Cook & Co., Inc., or Cook & Co., as an independent consultant to the Governance Committee to advise on director compensation. Cook & Co. found that the Company’s director compensation design lagged the prevailing market trend in U.S. director compensation because no changes to director compensation had been made since 2003 and there was a competitive shortfall in the Company’s Board and committee retainers. Based on market practices, Cook & Co. recommended that the Board:
2013 Director Compensation
| • | Eliminate Board meeting fees and increase the Board retainer and committee meeting fees. |
2013 Director Compensation
| • | Increase retainers for certain committee chairs. |
2013 Director Compensation
| • | Implement a lead director retainer given the election of a new lead independent director. |
2013 Director Compensation
| • | Eliminate the inaugural grant of equity awards for new directors. |
2013 Director Compensation
| • | Eliminate stock options in the annual equity grant and replace with RSUs. |
2013 Director Compensation
| • | Change the stock ownership guidelines from a fixed share amount to a multiplier of the cash retainer. |
2013 Director Compensation
Based on Cook & Co.’s recommendation and because director compensation had not been changed since 2003, the Governance Committee recommended to the Board and the Board determined to make the following changes to director compensation effective January 1, 2013: Cash Compensation. Each non-employee director will receive an annual retainer of $100,000. In addition, chairs receive additional annual retainers, as follows: (i) Audit Committee, $20,000; (ii) Compensation and Management Development Committee, $20,000; (iii) Corporate Responsibility and Compliance Committee, $20,000 and (iv) Governance Committee, $20,000. The lead independent director will receive a $35,000 annual retainer. Directors will not be compensated for Board meeting attendance. Directors will be compensated $2,000 for each committee meeting they attend ($1,000 for telephonic attendance). Directors continue to also be compensated for attending meetings of committees of which they are not members or special meetings if they are invited to attend by the Chairman of the Board or the committee chair. Directors continue to be entitled to reimbursement of their expenses, in accordance with our policy, incurred in connection with attendance at Board and committee meetings and conferences with our senior management. We continue to make tax gross-up payments to our directors to reimburse them for additional income taxes imposed when we are required to impute income on perquisites that we provide. Equity Incentives. Under the provisions of our revised Director Equity Incentive Program, each non-employee director receives an automatic annual grant of RSUs on the third business day after the release of our first fiscal quarter earnings, with a grant date fair market value of $200,000, based on the closing price of our Common Stock on the date of grant (rounded down to the nearest whole number). The RSUs vest immediately and earn dividend equivalents if the director chooses to defer receipt of the award. Stock options have been eliminated. Deferred Compensation and Other Benefits. Non-employee directors continue to be eligible to participate in the NDCP and charitable contributions matching program on the same terms as described above. Guests of our Board members continue to be occasionally invited to Board events, and we pay or reimburse travel expenses and may provide transportation on our aircraft for both the director and his or her guest. Director Stock Ownership Guidelines. The Non-Employee Director Stock Ownership Guidelines were amended, effective January 1, 2013, and all non-employee directors are expected to hold the equivalent of five times the Board cash retainer (currently $500,000) in our Common Stock while serving as a non-employee director. No additional time has been provided to the directors to comply with these guidelines. Certain other provisions of the Non-Employee Director Stock Ownership Guidelines were clarified, including reiterating the Company’s policy that subsequent to joining the Board, Board members are prohibited from engaging in short sales with respect to the Company’s securities, purchasing or pledging the Company’s stock on margin (with the exception of the use of a margin account to purchase the Company’s Common Stock in connection with the exercise of Company granted stock options) or entering into any derivative or similar transactions with respect to the Company’s securities.
Director Compensation Table
Director Compensation Table The following table shows compensation of the non-employee members of our Board for 2012. Robert A. Bradway, our Chairman of the Board, President and Chief Executive Officer is not included in the table as he is an employee and thus receives no compensation for his service as a director. Kevin W. Sharer served as our Chief Executive Officer through May 23, 2012 and as a director and our Chairman of the Board through December 31, 2012. Mr. Sharer continued to receive his salary and other benefits provided as our Chief Executive Officer throughout 2012 and his compensation is reported above in the “Summary Compensation Table.” Dr. Jacks commenced service on our Board on May 23, 2012 and Mr. Eckert commenced service on our Board on December 13, 2012 and both received pro-rated fees for Board service for the remainder of 2012.
Director Compensation Table
| Director | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(3)(5) | Option Awards($)(4)(5) | All Other Compensation($)(6) | Total($) | | David Baltimore | 82,750 | 99,938 | 72,506 | 45,830 | 301,024 | | Frank J. Biondi, Jr. | 110,250 | 99,938 | 72,506 | 33,106 | 315,800 | | François de Carbonnel | 93,250 | 99,938 | 72,506 | 13,277 | 278,971 | | Vance D. Coffman | 99,250 | 99,938 | 72,506 | 28,890 | 300,584 | | Robert A. Eckert | 7,583 | 0 | 0 | 0 | 7,583 | | Rebecca M. Henderson | 85,000 | 99,938 | 72,506 | 16,857 | 274,301 | | Frank C. Herringer | 103,250(2) | 99,938 | 72,506 | 59,047 | 334,741 | | Tyler Jacks | 45,500 | 0 | 301,210 | 1,000 | 347,710 | | Gilbert S. Omenn | 91,750 | 99,938 | 72,506 | 45,810 | 310,004 | | Judith C. Pelham | 88,750 | 99,938 | 72,506 | 20,698 | 281,892 | | J. Paul Reason | 90,250 | 99,938 | 72,506 | 10,991 | 273,685 | | Leonard D. Schaeffer | 94,750 | 99,938 | 72,506 | 24,364 | 291,558 | | Ronald D. Sugar | 88,750 | 99,938 | 72,506 | 20,000 | 281,194 |
Director Compensation Table
| (1) Reflects all fees paid to members of our Board for participation in regular, telephonic and special meetings of the Board and its committees, retainer fees and fees paid for services provided to our management by certain members of the Board in connection with special meetings, as applicable. |
Director Compensation Table
| (2) All of these fees were deferred by Mr. Herringer under our NDCP. |
Director Compensation Table
| (3) Reflects the grant date fair value of 1,395 RSUs granted on April 27, 2012 to each director named above, except for Dr. Jacks and Mr. Eckert who were not yet members of our Board, determined in accordance with ASC 718. Because these RSUs accrue dividend equivalents during the vesting period, as applicable, the grant date fair value of all these awards is based on the closing price of our Common Stock on the grant date of $71.64 multiplied by the number of units granted. |
Director Compensation Table
| (4) Reflects the grant date fair value of stock options granted during 2012 determined in accordance with ASC 718. On April 27, 2012, each director named above, except Dr. Jacks and Mr. Eckert, was granted stock options to purchase 5,000 shares of our Common Stock with a grant date fair value of approximately $14.50 per stock option. Dr. Jacks received an inaugural stock option grant on July 31, 2012 to purchase 20,000 shares of our Common Stock with a grant date fair value of approximately $15.06 per stock option. The grant date fair values per stock option were determined using a stock option valuation model with the following assumptions: |
Director Compensation Table
| Grant Date | Risk-Free Interest Rate(%) | Expected Life | Expected Volatility(%) | Dividend Yield(%) | Exercise Price($) | | April 27, 2012 | 1.7 | 8.1 years | 22.5 | 2.1 | 71.64 | | July 31, 2012 | 1.2 | 8.1 years | 21.2 | 2.0 | 82.60 |
Director Compensation Table
| Mr. Eckert received an inaugural stock option grant to purchase 20,000 shares of our Common Stock on January 28, 2013. |
Director Compensation Table
| (5) All of the RSUs and stock options granted to directors in 2012 were fully vested upon grant, except the RSUs and stock options granted to Drs. Henderson and Sugar and stock options to Dr. Jacks which are |
Director Compensation Table
| scheduled to vest on the first anniversary of their respective grant dates, subject to continued service on the Board through those dates. |
Director Compensation Table
The table below shows the aggregate numbers of stock awards and stock option awards outstanding for each non-employee director as of December 31, 2012. Stock awards consist of unvested RSUs, vested RSUs for which receipt of the underlying shares of our Common Stock has been deferred (vested/deferred RSUs) and dividends paid on vested/deferred RSUs reinvested to acquire additional vested/deferred RSUs (rounded down to the nearest whole number of units). Upon vesting and the passage of any applicable deferral period, the RSUs are paid in shares of our Common Stock on a one-for-one basis. Directors may elect to defer payment until a later date, which would result in a deferral of taxable income to the director. Option awards consist of exercisable and unexercisable stock options.
Director Compensation Table
| Director | Aggregate Stock Awards Outstanding as of December 31, 2012(#) | Aggregate Option Awards Outstanding as of December 31, 2012(#) | | | Restricted Stock Units and Dividend Equivalents | Stock Options | | David Baltimore | 0 | 35,000 | | Frank J. Biondi. Jr. | 11,182 | 25,000 | | François de Carbonnel | 2,039 | 40,000 | | Vance D. Coffman | 6,242 | 45,000 | | Robert A. Eckert | 0 | 0 | | Rebecca M. Henderson | 5,027 | 35,000 | | Frank C. Herringer | 12,556 | 35,000 | | Tyler Jacks | 0 | 20,000 | | Gilbert S. Omenn | 4,481 | 25,000 | | Judith C. Pelham | 0 | 30,000 | | J. Paul Reason | 6,242 | 0 | | Leonard D. Schaeffer | 3,064 | 15,000 | | Ronald D. Sugar | 3,266 | 30,000 |
Director Compensation Table
| (6) The table below provides a summary of amounts paid by the Company for perquisites and other special benefits. |
Director Compensation Table
| | Matching of Charitable Contributions ($)(a) | Personal Use of Company Aircraft(b) | | Personal Expenses While on Business Travel and Expenses in Connection with Guests Accompanying Directors on Business Travel(c) | | Dividends Accrued on Vested/ Deferred RSUs($)(d) | Total($) | | Director | | Aggregate Incremental Amounts($) | Tax Gross- Up($) | Aggregate Incremental Amounts ($) | Tax Gross- Up($) | | | | David Baltimore | 20,000 | 723 | 183 | 17,034 | 7,890 | 0 | 45,830 | | Frank J. Biondi, Jr. | 20,000 | 0 | 1,875 | 0 | 0 | 11,231 | 33,106 | | François de Carbonnel | 10,000 | 0 | 0 | 260 | 112 | 2,905 | 13,277 | | Vance D. Coffman | 20,000 | 0 | 0 | 0 | 0 | 8,890 | 28,890 | | Robert A. Eckert | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Rebecca M. Henderson | 14,350 | 0 | 0 | 0 | 0 | 2,507 | 16,857 | | Frank C. Herringer | 20,000 | 0 | 0 | 17,663 | 8,196 | 13,188 | 59,047 | | Tyler Jacks | 1,000 | 0 | 0 | 0 | 0 | 0 | 1,000 | | Gilbert S. Omenn | 20,000 | 2,344 | 1,586 | 10,965 | 4,533 | 6,382 | 45,810 | | Judith C. Pelham | 20,000 | 0 | 698 | 0 | 0 | 0 | 20,698 | | J. Paul Reason | 0 | 0 | 1,727 | 256 | 118 | 8,890 | 10,991 | | Leonard D. Schaeffer | 20,000 | 0 | 0 | 0 | 0 | 4,364 | 24,364 | | Ronald D. Sugar | 20,000 | 0 | 0 | 0 | 0 | 0 | 20,000 |
Director Compensation Table
| (a) These are charitable contributions of The Amgen Foundation, Inc. that matched the directors’ charitable contributions made in 2012. |
Director Compensation Table
| (b) Where we have invited guests to accompany directors on our aircraft or where the director, for non-business purposes, accompanies executives using our aircraft for business purposes, we typically incur no incremental cost for transporting the guest, but we are required to impute income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. The aggregate incremental cost of use of our aircraft is calculated based on our variable operating costs, which include the cost of crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, trip specific maintenance and other smaller variable costs. In determining the incremental cost relating to fuel and trip-related maintenance, we applied our actual average costs. We believe that the use of this methodology is a reasonably accurate method for calculating fuel and trip-related maintenance costs. Because our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, our aircraft purchase costs and the cost of maintenance not related to trips. |
Director Compensation Table
| (c) These amounts reflect the incremental costs of personal expenses incurred while on business travel and related imputed income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. Where we have invited guests accompanying directors for business purposes, we may incur incremental costs for the guest and may be required to impute income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. |
Director Compensation Table
| (d) Amounts reflect dividends accrued on vested/deferred RSUs granted prior to 2011 as the impact of dividends was not considered in determining the grant date fair values of these awards for purposes of reporting compensation in the “Stock Awards” column in the “Director Compensation Table” in the Company’s proxy statements in prior years. |