DEF 14A of Amgen Inc, Apr 17, 2024

DEF 14A of Amgen Inc

Filed Apr 17, 2024 · FY20230001193125-24-099062

Open on EDGAR

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

    Item 1: Election of Directors (Page 8)

  2. Election of Directors

    Election of Directors Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. The Board has fixed the authorized number of directors at 13 and we currently have 13 directors serving on our Board. Our Board is composed of directors with a wide range of relevant experiences and backgrounds and considers a number of attributes when seeking new candidates for the Board as discussed more fully below and in the section “Corporate Governance—Process for Selecting Directors, Director Qualifications, and Board Diversity.” Based upon the recommendation of our Governance and Nominating Committee, or Governance Committee, the Board has nominated each of the director nominees set forth below to stand for election as a director, in each case for a one-year term expiring at our 2025 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. The Board has fixed the authorized number of directors at 12 to be effective as of the election of directors at the 2024 Annual Meeting of Stockholders, or Annual Meeting. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if any nominee should become unavailable for election prior to the Annual Meeting, proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even if less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death. The independent members of the Board have elected Robert A. Eckert to serve as our lead independent director, subject to his re-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”

  3. Nominees to the Board

    Nominees to the Board

  4. Nominees to the Board

    | Nominee | Independent | Age | Director Since | Audit | Governance and Nominating | Executive | Compensation and Management Development | Equity Award | Corporate Responsibility and Compliance | | Wanda M. Austin | ✓ | 69 | 2017 | M | | | M | | | | Robert A. Bradway | | 61 | 2011 | | | C | | M | | | Michael V. Drake | ✓ | 73 | 2022 | | M | | | | M | | Brian J. Druker | ✓ | 68 | 2018 | | | | M | | M | | Robert A. Eckert* | ✓ | 69 | 2012 | | M | M | C | | | | Greg C. Garland | ✓ | 66 | 2013 | | C | M | M | | | | Charles M. Holley, Jr. | ✓ | 67 | 2017 | C | M | M | | | | | S. Omar Ishrak | ✓ | 68 | 2021 | | | | M | | M | | Tyler Jacks | ✓ | 63 | 2012 | | | | M | | M | | Mary E. Klotman | ✓ | 70 | (1) | | | | | | | | Ellen J. Kullman | ✓ | 68 | 2016 | M | M | | | | C(2) | | Amy E. Miles | ✓ | 57 | 2020 | M | M | | | | |

  5. Nominees to the Board

    | * Lead Independent Director. |

  6. Nominees to the Board

    | “C” | Indicates current Chair of the committee, except as provided below. |

  7. Nominees to the Board

    | “M” | Indicates current members of the committee, except as provided below. |

  8. Nominees to the Board

    | (1) Dr. Klotman is standing for initial election to the Board. Subject to her election to the Board by our stockholders at the Annual Meeting, it is anticipated that Dr. Klotman will be appointed to the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee, effective as of the Annual Meeting. |

  9. Nominees to the Board

    | (2) Subject to her re-election to the Board by our stockholders at the Annual Meeting, Ms. Kullman will serve as Chair of the Corporate Responsibility and Compliance Committee, effective June 1, 2024. |

  10. Summary of Director Nominee Core Experiences and Skills

    Summary of Director Nominee Core Experiences and Skills Our Board consists of a diverse group of highly qualified leaders in their respective fields. All of our director nominees have senior leadership experience at large organizations and have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our director nominees also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience and diversity of our director nominees provide us with a wide range of perspectives to address our evolving needs and represent the best interests of our stockholders. Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography. The lack of a “✓” for a particular item does not mean that the director nominee does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director nominee has a particular strength in that area. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED. Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our director nominees meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement as Appendix A. There are no family relationships among any of our director nominees or among any of our director nominees and our executive officers.

  11. Summary of Director Nominee Core Experiences and Skills

    | Wanda M. Austin Director since: 2017 Age: 69 Committees: • Audit • Compensation and Management Development Other Public Company Boards: • Apple Inc. • Chevron Corporation | Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004. Dr. Austin was the Interim President of the University of Southern California, or USC, from 2018 to 2019 and has served as an Adjunct Research Professor at USC’s Viterbi School of Engineering since 2007. She is the co-founder of MakingSpace, Inc., where she serves as a motivational speaker on science, technology, engineering, and mathematics (STEM) education. Dr Austin has been a director of Apple Inc. since February 2024, serving on its Audit and Finance Committee. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016 and lead independent director since May 2022, serving as the Chair of the Board Nominating and Governance Committee and a member of the Management Compensation Committee. Dr. Austin served as a director of Virgin Galactic Holdings, Inc., a commercial space flight company, from 2019 until August 2023, serving as the Chair of the Compensation Committee and a member of the Safety Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to 2021, and previously served on the boards of directors of the National Geographic Society and the Space Foundation. Dr. Austin received an undergraduate degree from Franklin & Marshall College, a master’s degree from the University of Pittsburgh, and a doctorate from USC. She is a member of the National Academy of Engineering. Qualifications Our Board concluded that Dr. Austin should serve on our Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her board experience, including leadership roles at public company boards with global business operations. |

  12. Summary of Director Nominee Core Experiences and Skills

    | Robert A. Bradway Director since: 2011 Age: 61 Committees: • Equity Award • Executive (Chair) Other Public Company Boards: • The Boeing Company | Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm’s banking department and corporate finance activities in Europe. Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes, defense, space and securities systems, since 2016, serving as the Chair of the Finance Committee and a member of the Governance and Public Policy Committee. He has served on the board of trustees of the USC since 2014. Mr. Bradway holds a bachelor’s degree in biology from Amherst College and a master’s degree in business administration from Harvard Business School. Qualifications Our Board concluded that Mr. Bradway should serve on our Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer, and board experience at large, highly regulated public companies. |

  13. Summary of Director Nominee Core Experiences and Skills

    | Michael V. Drake Director since: 2022 Age: 73 Committees: • Corporate Responsibility and Compliance • Governance and Nominating Other Public Company Boards: None | Michael V. Drake has served as a director of the Company since August 2022. Dr. Drake has been President of the University of California, a system of 10 campuses, five medical centers, and three nationally affiliated labs that serves more than 280,000 students and employs 230,000 faculty and staff, since 2020. Dr. Drake previously served as President of The Ohio State University from 2014 to 2020. He was Chancellor and Distinguished Professor of Ophthalmology (School of Medicine) and Education (School of Education) of the University of California, Irvine, from 2005 to 2014, and served as Vice President for Health Affairs for the University of California system from 2000 to 2005. Prior to this, Dr. Drake was on the faculty of the University of California, San Francisco School of Medicine in various roles from 1979, and was the Steven P. Shearing Professor of Ophthalmology from 1998 to 2005 and Senior Associate Dean for Admissions and Extramural Academic Programs from 1998 to 2000. Dr. Drake received his undergraduate degree from Stanford University and his medical doctorate from the University of California, San Francisco. Qualifications Our Board concluded that Dr. Drake should serve on our Board based on his medical, healthcare and scientific background and his extensive management and leadership experience, including his more than two decades of leading and advancing two world-ranking academic systems where he has demonstrated his expertise at managing complex organizations. |

  14. Summary of Director Nominee Core Experiences and Skills

    | Brian J. Druker Director since: 2018 Age: 68 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Vincerx Pharma, Inc. | Brian J. Druker joined Oregon Health & Science University, or OHSU, in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker has served as the chief executive officer of the OHSU Knight Cancer Institute since 2024 (serving as the director from 2007 to 2024), associate dean for oncology of the OHSU School of Medicine since 2010, and the JELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to 2019. Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has been a member of the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker has been a consultant to GRAIL, LLC, a biotechnology company, since 2021, and served on its scientific advisory board, from 2016 to 2019. In 2011, he founded Blueprint Medicines Corporation, a biopharmaceutical company, and remains as a scientific advisor to this company. In 2006, he founded MolecularMD, a privately-held molecular diagnostics company that was acquired by ICON plc in 2019. Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec®) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his medical doctorate from the University of California, San Diego. Qualifications Our Board concluded that Dr. Druker should serve on our Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients. |

  15. Summary of Director Nominee Core Experiences and Skills

    | Robert A. Eckert Lead Independent Director Director since: 2012 Age: 69 Committees: • Compensation and Management Development (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Levi Strauss & Co. • Uber Technologies, Inc. | Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacture and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992. Mr. Eckert has been a director of Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010 and non-executive Chair of the Board since 2021, serving as the Chair of the Nominating, Governance and Corporate Citizenship Committee and a member of the Compensation and Human Capital Committee. Mr. Eckert also has served as a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2020, serving as the Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Eckert served as a director of McDonald’s Corporation, a company that franchises and operates McDonald’s restaurants in the global restaurant industry, from 2003 until May 2023, serving as a member of the Public Policy and Strategy Committee and the Governance Committee. He was appointed a director of Eyemart Express Holdings LLC, a privately-held eyewear retailer and portfolio company of FFL Partners, LLC, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg School of Management at Northwestern University and serves on the Eller College National Board of Advisors at the University of Arizona. Mr. Eckert received an undergraduate degree from the University of Arizona and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Qualifications Our Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured experience as a chief executive officer and director of large public companies, his broad international experience in marketing and business development, and his valuable leadership experience. |

  16. Summary of Director Nominee Core Experiences and Skills

    | Greg C. Garland Director since: 2013 Age: 66 Committees: • Compensation and Management Development • Executive • Governance and Nominating (Chair) Other Public Company Boards: • Phillips 66(1) | Greg C. Garland is the Executive Chairman of the board of directors of Phillips 66, a diversified energy manufacturing and logistics company, having held the position since July 2022, and chairs the Executive Committee.(1) Mr. Garland served as Chairman and Chief Executive Officer of Phillips 66 from 2012 to June 2022. Prior to Phillips 66, Mr. Garland served as Senior Vice President of Exploration and Production, Americas of ConocoPhillips from 2010 to 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President, Planning and Specialty Products from 2000 to2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland received an undergraduate degree in Chemical Engineering from Texas A&M University. Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. He is a member of the Board of Visitors, and an Executive Committee Member of The University of Texas MD Anderson Cancer Center, a leading cancer research and treatment institution. He is a founding member of Houston’s CEO Against Cancer. Mr. Garland serves as Vice Chairman of the Barbara Bush Literacy Foundation. Qualifications Our Board concluded that Mr. Garland should serve on our Board because Mr. Garland’s experience as a Chief Executive Officer and Chairman has provided him with strong management experience overseeing complex multinational businesses operating in highly regulated industries as well as expertise in financial reporting, risk management, environmental issues, business transformations and capital markets. He has significant experience with public policy and government affairs through his service on numerous councils and associations including former Chair of the American Petroleum Institute and was appointed by two administrations to serve on the National Petroleum Council. |

  17. Summary of Director Nominee Core Experiences and Skills

    | (1) Mr. Garland is expected to retire from the board of directors of Phillips 66 on May 15, 2024. |

  18. Summary of Director Nominee Core Experiences and Skills

    | Charles M. Holley, Jr. Director since: 2017 Age: 67 Committees: • Audit (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Carrier Global Corporation • Phillips 66 Audit Committee financial expert | Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President of Walmart and prior to that, as Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles in Wal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately-held provider of audit, consulting, tax, and advisory services, from 2016 to 2019. Mr. Holley has been a director of Phillips 66, since 2019 and serves on the Audit and Finance Committee and the Public Policy and Sustainability Committee. Mr. Holley has also been a director of Carrier Global Corporation, a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, and security solutions, since 2020 and chairs the Audit Committee and serves as a member of the Governance Committee. Mr. Holley is a lifetime member of the Advisory Council for the McCombs School of Business at the University of Texas at Austin and a member of the University of Texas Presidents’ Development Board. Mr. Holley received an undergraduate degree from the University of Texas at Austin and a master’s degree in business administration from the University of Houston. Qualifications Our Board concluded that Mr. Holley should serve on our Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board. |

  19. Summary of Director Nominee Core Experiences and Skills

    | S. Omar Ishrak Director since: 2021 Age: 68 Current Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Effective May 30, 2024, Dr. Ishrak will serve on the following committees: • Compensation and Management Development • Audit Other Public Company Boards: • Allurion Technologies, Inc. • Intel Corporation | S. Omar Ishrak is the former Executive Chairman and Chairman of the Board of Medtronic plc, or Medtronic, a global medical technology company. Dr. Ishrak served as the Chief Executive Officer of Medtronic from 2011 to April 2020 and was Executive Chairman until December 2020. Prior to joining Medtronic, he served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak has been a director of Intel Corporation, a multinational corporation and technology company, since 2017, serving as a member of the Audit and Finance Committee and Corporate Governance and Nominating Committee, and Chairman of its Board from 2020 until January 2023. Dr. Ishrak has served as Co-Chairman and lead independent director, as well as a member of the Audit Committee and Nominating and Corporate Governance Committee, of Allurion Technologies, Inc., a weight loss platform combined with gastric balloon, since its merger in 2023 with Compute Health Acquisition Corporation, a special purpose acquisition company, where Dr. Ishrak served as Chairman of the Board of Directors from 2021 until its merger in 2023. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, an educational organization dedicated to promoting mutual understanding and strong partnerships between Asia and the U.S. Since 2021, Dr. Ishrak has been a senior advisor to Blackstone Life Sciences, a segment of Blackstone Inc. that invests in the biopharmaceutical and medical technology industries. Dr. Ishrak was inducted into the American Institute for Medical and Biological Engineering College of Fellows in 2016, elected as a Fellow of King’s College London in 2017, inducted into the Bakken Society in 2020, and elected to the National Academy of Engineering in 2020. Dr. Ishrak received his undergraduate degree and doctorate from the University of London, King’s College. Qualifications Our Board concluded that Dr. Ishrak should serve on our Board based on Dr. Ishrak’s board and senior executive-level expertise, including his experience as chief executive officer of a global, highly regulated public company in the healthcare industry, his extensive background in medical technologies, manufacturing, international expertise and interest in Asia, and his management and leadership skills. |

  20. Summary of Director Nominee Core Experiences and Skills

    | Tyler Jacks Director since: 2012 Age: 63 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Thermo Fisher Scientific, Inc. | Tyler Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology, a position he has held since 2007, and founding director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer, having served as director from 2007 to 2021. Since 2021, Dr. Jacks has served as President and director of Break Through Cancer, a foundation bringing together multidisciplinary cancer research teams selected from across five participating institutions.(1) Dr. Jacks was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 1994 until 2021. Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since 2009, serving as the Chair of its Science and Technology Committee and as a member of its Strategy and Finance Committee and its scientific advisory board. In 2006, he co-founded T2 Biosystems, Inc., a biotechnology company, and served on its scientific advisory board until 2013. Dr. Jacks served on the scientific advisory boards of SQZ Biotechnologies Company, a biotechnology company, from 2015 until 2023, and Aveo Pharmaceuticals Inc., a biopharmaceutical company, from 2001 until 2013. In 2015, Dr. Jacks founded Dragonfly Therapeutics, Inc., a privately-held biopharmaceutical company, and serves as the Chair of its scientific advisory board. In 2011, he was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, and served as Chair until 2016. In 2016, Dr. Jacks was named to a blue ribbon panel of scientists and advisors established as a working group of the National Cancer Advisory Board and served as co-Chair advising the Cancer Moonshot(SM) Task Force. Dr. Jacks was a director of MIT’s Center for Cancer Research from 2001 to 2007 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the National Academy of Medicine in 2009 and received the MIT Killian Faculty Achievement Award in 2015. Dr. Jacks received an undergraduate degree from Harvard University and his doctorate from the University of California, San Francisco. Qualifications Our Board concluded that Dr. Jacks should serve on our Board based on his extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher, pioneering uses of technology to study cancer-associated genes, and service on multiple scientific advisory boards and service to the National Cancer Advisory Board. |

  21. Summary of Director Nominee Core Experiences and Skills

    | (1) Dana-Farber Cancer Institute, the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, The University of Texas MD Anderson Cancer Center, Memorial Sloan Kettering Cancer Center, and the Koch Institute for Integrative Cancer Research at MIT. |

  22. Summary of Director Nominee Core Experiences and Skills

    | Mary E. Klotman Director since: Standing for initial election to the Board. Age: 70 Committees: It is anticipated that Dr. Klotman will serve on the following committees subject to her election to the Board: • Corporate Responsibility and Compliance • Governance and Nominating Other Public Company Boards: None | Mary E. Klotman is standing for initial election to the Company’s Board and will be appointed as a director effective as of the Company’s 2024 Annual Meeting of Stockholders subject to her election by stockholders. Dr. Klotman was first identified to the Governance and Nominating Committee as a potential director candidate by a non-employee member of the Board. Dr. Klotman has been Executive Vice President for Health Affairs of Duke University since 2023, Dean of the Duke University School of Medicine since 2017, and Chief Academic Officer of Duke Health since 2020. Dr. Klotman previously served as chair of the Department of Medicine in the Duke University School of Medicine from 2010 to 2017. She was the Irene and Dr. Arthur M. Fishberg Professor of Medicine at the Mount Sinai School of Medicine and served as chief of the Division of Infectious Diseases from 1997 to 2010. Dr. Klotman was also co-director of Mount Sinai’s Global Health and Emerging Pathogens Institute, a program designed to translate basic science discoveries into clinical therapeutics for newly emerging and re-emerging infectious diseases. Dr. Klotman was elected to the National Academy of Medicine in 2014 and the American Academy of Arts and Sciences in 2021. Dr. Klotman received both her undergraduate degree and her medical doctorate from Duke University. Qualifications Our Board concluded that Dr. Klotman should serve on our Board based on her broad medical and scientific background, including her expertise leading an important academic institution, her extensive scientific research, and important contributions as a clinician and physician-scientist. |

  23. Summary of Director Nominee Core Experiences and Skills

    | Ellen J. Kullman Director since: 2016 Age: 68 Current Committees: • Audit • Governance and Nominating Effective May 30, 2024, Ms. Kullman will serve on the following committee: • Corporate Responsibility and Compliance (subject to her re-election to the Board by our stockholders, Ms. Kullman will serve as Chair of this committee effective June 1, 2024) Ms. Kullman will continue to serve on the: • Governance and Nominating Committee Other Public Company Boards: • Dell Technologies Inc. • Goldman Sachs Group, Inc. Audit Committee financial expert | Ellen J. Kullman is Chair of the Board of Carbon, Inc., doing business as Carbon3D, Inc., a privately-held 3D printing company, having held this position since 2022. Ms. Kullman served as President and Chief Executive Officer of Carbon, Inc. from 2019 to 2022, and has been a member of its board since 2016. She is the former President, Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company, or DuPont, a science and technology-based company, where she served from 2009 to 2015. Prior to this, Ms. Kullman served as President of DuPont from 2008 to 2009. From 2006 through 2008, she served as Executive Vice President of DuPont. Prior to that, Ms. Kullman was Group Vice President, DuPont Safety and Protection. Ms. Kullman has been a director of Goldman Sachs Group, Inc., an investment banking firm, since 2016, chairing its Public Responsibilities Committee and serving on its Compensation and Corporate Governance and Nominating Committees. Ms. Kullman has been a director of Dell Technologies Inc., a technology company, since 2016, chairing its Nominating and Governance Committee and serving as lead independent director since 2023. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 until its merger with Raytheon Company in 2020, serving on its Compensation, Finance and Executive Committees and as lead director from 2018. Ms. Kullman served as a director of General Motors, from 2004 to 2008, serving on its Audit Committee. Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and is a Trustee Emerita of Tufts University School of Engineering, having served on its Board of Advisors since 2006. She served as Chair of the US-China Business Council from 2013 to 2015. Since 2016, Ms. Kullman has been a member of the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Ms. Kullman received a bachelor of science in mechanical engineering degree from Tufts University and a master’s degree from the Kellogg School of Management at Northwestern University. Qualifications Our Board concluded that Ms. Kullman should serve on our Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. Given her leadership and financial experience, Ms. Kullman has been determined to be an Audit Committee financial expert by our Board. |

  24. Summary of Director Nominee Core Experiences and Skills

    | Amy E. Miles Director since: 2020 Age: 57 Committees: • Audit • Governance and Nominating Other Public Company Boards: • Gap Inc. • Norfolk Southern Corporation Audit Committee financial expert | Amy E. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc., or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP. Ms. Miles has been a director of Norfolk Southern Corporation, a transportation company, since 2014 and non-executive Chair of the Board since 2022, serving as the Chair of the Executive Committee. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee and is a member of the Governance and Sustainability Committee. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016. Ms. Miles serves on the board of trustees of the Boys and Girls Club of Eastern Tennessee. Ms. Miles received an undergraduate degree from the University of Tennessee. Qualifications Our Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience. Given her leadership and financial experience, Ms. Miles has been determined to be an Audit Committee financial expert by our Board. |

  25. Summary of Director Nominee Core Experiences and Skills

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE 12 NOMINEES TO THE BOARD OF DIRECTORS.

  26. Board Leadership Structure

    Board Leadership Structure Our current Board leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals. Annual Evaluation of Board Leadership Structure and Annual Election of Lead Independent Director. The Board evaluates the leadership structure annually. As part of this annual evaluation process, the Board reviews its leadership structure, including whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board also considers:

  27. Board Leadership Structure

    | • | The effectiveness of the policies, practices, and people in place at the Company to help ensure strong, independent Board oversight; |

  28. Board Leadership Structure

    | • | The Company’s performance and the effect the leadership structure could have on its performance; |

  29. Board Leadership Structure

    | • | The Board’s performance and the effect the leadership structure could have on the Board’s performance; |

  30. Board Leadership Structure

    | • | The Chairman’s performance in the role; |

  31. Board Leadership Structure

    | • | The lead independent director’s performance in the role; |

  32. Board Leadership Structure

    | • | The views of the Company’s stockholders; and |

  33. Board Leadership Structure

    | • | The practices at other companies and trends in governance. |

  34. Board Leadership Structure

    In the circumstance that the Board determines that it remains in the best interests of the Company and its stockholders that the CEO serve as Chairman, the independent members of the Board then elect a lead independent director from the independent members of the Board. The last review was completed in March 2024, and as a result of such review, the Board has determined that it continues to be in the best interests of the Company and our stockholders to have Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, CEO, and President, and Mr. Eckert serves as the lead independent director. Overview of Lead Independent Director Responsibilities. The responsibilities of the lead independent director are well-defined. The lead independent director engages in regular communication with the independent directors, including in independent directors sessions. The lead independent director keeps 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.

  35. Board Leadership Structure

    | Lead Independent Director Responsibilities The lead independent director’s responsibilities outlined in our Corporate Governance Principles include: • Approving meeting agendas for the Board; • Assuring that there is sufficient time for discussion of all meeting agenda items; • Previewing the information to be provided to the Board; • Having the authority to call meetings of the independent directors; • Organizing and leading the Board’s evaluation of the CEO; • Serving as a liaison between the Chairman and the independent directors; • Leading the Board’s annual self-evaluation; • Ensuring that he/she is available for consultation and direct communication, if requested by major stockholders; and • Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. |

  36. Board Leadership Structure

    In addition to the responsibilities outlined above, our lead independent director also:

  37. Board Leadership Structure

    | • | Meets with the Chairman prior to each regular meeting of the Board and its committees to discuss, provide input on, and approve the agendas; |

  38. Board Leadership Structure

    | • | With the Chairman, determines who attends Board meetings, such as members of management or outside advisors, and presenters; |

  39. Board Leadership Structure

    | • | Has one-on-one discussions with each independent director, including as part of the Board’s annual evaluation process; |

  40. Board Leadership Structure

    | • | Attends all committee meetings, including those committees for which he is not a member (at his discretion) and has access to all committee materials; |

  41. Board Leadership Structure

    | • | Attends significant management events (such as meetings of executives), providing opportunities for leadership effectiveness assessments; |

  42. Board Leadership Structure

    | • | Has the authority to engage independent consultants; |

  43. Board Leadership Structure

    | • | Is regularly apprised of inquiries from stockholders; |

  44. Board Leadership Structure

    | • | Interviews Board candidates; and |

  45. Board Leadership Structure

    | • | Has an increased role in crisis and risk management, as appropriate. |

  46. Board Leadership Structure

    Independent Directors Roles and Responsibilities. Our highly independent Board (11 of our 12 director nominees) possesses a deep and broad set of skills and experiences. Independent Directors Sessions. A meeting of the independent directors is scheduled at every regular Board meeting and the independent directors meet in an executive session without Mr. Bradway to review matters, including 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 and our lead independent director provides direct feedback to Mr. Bradway after these executive sessions. Independent Committee Leadership. The Audit, Compensation, Compliance, and Governance Committees are each composed solely of, and led by, independent directors and provide independent oversight of management and its Board-delegated duties. In addition:

  47. Board Leadership Structure

    | • | Each committee Chair meets with management in advance of meetings to review and refine agendas, add topics of interest, and review and comment on materials to be delivered to the committee; |

  48. Board Leadership Structure

    | • | Each committee Chair provides a report summarizing committee meetings to the full Board at each regular meeting of the Board; |

  49. Board Leadership Structure

    | • | Each committee meeting includes adequate time for executive session and the committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee); |

  50. Board Leadership Structure

    | • | Each committee effectively manages its Board-delegated duties and communicates regularly with the Chairman, lead independent director, the Board, and members of management; and |

  51. Board Leadership Structure

    | • | Every director has access to all committee materials. |

  52. Board Leadership Structure

    Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on independence, an active lead independent director, and strong Board and committee involvement, provides sound and robust oversight of management. Benefits of Combined Leadership Structure. Following the annual evaluation of the governance structure, the Board continues to believe that the Company and our stockholders are best served by having Mr. Bradway in the role of Chairman (subject to his re-election to the Board) and CEO for the following reasons:

  53. Board Leadership Structure

    | • | Mr. Bradway is most familiar with our business and the unique challenges we face. Mr. Bradway’s day-to-day insight into our challenges facilitates timely deliberation by the Board of important matters. |

  54. Board 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 knowledge and extensive experience regarding our operations and the highly-regulated industries and markets in which we compete position him to identify and prioritize matters for Board review and deliberation. |

  55. Board 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 a unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value. |

  56. Board Leadership Structure

    | • | The strength and effectiveness of the communications between Mr. Bradway as our Chairman and Mr. Eckert as our lead independent director result in comprehensive Board oversight of the issues, plans, and prospects of our Company. |

  57. Board Leadership Structure

    | • | This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making. |

  58. Board Leadership Structure

    Flexibility of the Leadership Structure. The Board is committed to high standards of corporate governance. The Board values its flexibility to select its optimal leadership structure to best serve the Company’s and stockholders’ best interests based on the qualifications of individuals available, circumstances existing at the time, and Company’s particular needs. As such, the Board annually evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders.

  59. Summary of Director Nominee Core Experiences and Skills

    Summary of Director Nominee Core Experiences and Skills Our Board consists of a diverse group of highly qualified leaders in their respective fields. All of our director nominees have senior leadership experience at large organizations, and have gained significant and diverse management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our director nominees also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and diversity of our director nominees provide us with a wide range of perspectives to address our Company’s evolving needs and represent the best interests of our stockholders. Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee and the details of each nominee’s competencies are included in each nominee’s biography. The lack of a “✓” for a particular item does not mean that the director nominee does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director nominee has a particular strength in that area.

  60. Summary of Director Nominee Core Experiences and Skills

    | (1) Includes Dr. Mary E. Klotman as a director nominee, who is standing for initial election at this Annual Meeting. |

  61. Summary of Director Nominee Core Experiences and Skills

    In compliance with NASDAQ’s Board Diversity Rule, the table below provides certain highlights of the composition of our current Board members.

  62. Summary of Director Nominee Core Experiences and Skills

    | | As of January 20, 2023 | | As of January 20, 2024(1) | | | Total Number of Directors | 13 | | 13 | | | | Female | Male | Female | Male | | Part I: Gender Identity | | | | | | Directors | 3 | 10 | 3 | 10 | | Part II: Demographic Background | | | | | | African American or Black | 1 | 1 | 1 | 1 | | Asian | – | 1 | – | 1 | | White | 2 | 8 | 2 | 8 |

  63. Summary of Director Nominee Core Experiences and Skills

    | (1) Given the timing of this disclosure, this table provides the current composition of our Board members and does not include Dr. Mary E. Klotman, who is standing for initial election at this Annual Meeting. |

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

    Governance Committee Processes and Procedures for Considering and Determining Director Compensation The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation.

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

    | • | The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee has the authority to retain consultants to advise on director compensation matters. No executive officer has any role in determining or recommending the form or amount of director compensation. |

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

    | • | Based on the analysis provided by Frederic W. Cook and Co., or FW Cook, as consultant to the Governance Committee, the Governance Committee approved changes to director compensation effective for 2024, the first increase since 2021, to align with market practice and attract and retain high-quality director candidates in a competitive global marketplace. For more information regarding director compensation, see “Director Compensation—Changes to Director Compensation for 2024.” |

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

    | Audit Committee Current Members: Charles M. Holley, Jr.* (Chair) Wanda M. Austin Ellen J. Kullman* Amy E. Miles* *Audit Committee financial expert Number of Meetings Held in 2023: 10 Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC, including the requirements regarding financial literacy and sophistication. | Description and Key Responsibilities: • Oversees our accounting and financial reporting process and the audits of the financial statements, as required by NASDAQ. • Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements. • Has sole authority for the appointment, compensation, and oversight of the work of the independent registered public accountants. • Reviews and discusses, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases. • Approves related party transactions. • Reviews any violations or alleged violations of the Company’s Code of Ethics for the CEO and Senior Financial Officers. | | | Audit Committee Oversight of the Independent Registered Public Accountants • Auditor Selection. Evaluates the qualifications and performance of our independent registered public accountants each year and appoints the independent registered public accountants annually. • Audit Partner Selection. Participates directly in the selection of the lead engagement partner through an interview process. • Audit Firm Evaluation. Considers the quality and efficiency of the services provided, and the independent registered public accountants’ technical expertise and knowledge of our operations and industry. • Audit Firm Services. Pre-approves services. |

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

    | Corporate Responsibility and Compliance Committee Current Members: Ronald D. Sugar (Chair) Michael V. Drake Brian J. Druker S. Omar Ishrak Tyler Jacks R. Sanders Williams Number of Meetings Held in 2023: 5 Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC. | Description and Key Responsibilities: • Oversees our compliance program and reviews our programs in a number of areas governing ethical conduct including: - U.S. federal health care program requirements; - U.S. Food and Drug Administration requirements and other regulatory agency requirements, including good manufacturing, clinical and laboratory practices, drug safety and pharmacovigilance activities; - interactions with members of the healthcare community; - the Company’s Corporate Integrity Agreement; - anti-bribery/anti-corruption risks; - environmental sustainability and social responsibility; - employee health and safety; - information security, including cybersecurity and artificial intelligence; and - government and legislative affairs, including our Political Action Committee. • Receives regular updates on value (which includes pricing) and access, political, social, and environmental trends, and public policy issues that may affect our reputation, including our business or public image, and reviews elements of our corporate responsibility, and philanthropic activities. |

  69. Pay Ratio

    Pay Ratio Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other staff members, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The Company determined our median employee based on target total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2023. Target total direct compensation included base salary, target annual cash incentive award opportunity for the period, and the target annual grant value of LTI equity awards during 2023. Earnings of our staff members outside of the U.S. were converted to U.S. dollars using currency exchange rates as of December 31, 2023. No cost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 2023 which was $166,322. As disclosed in the “Summary Compensation Table” appearing on page 83, our CEO’s annual total compensation for 2023 was $22,643,650. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 136 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2023” above and our Compensation Discussion and Analysis beginning on page 48.

  70. Compensation Discussion and Analysis

    | Our Named Executive Officers | 48 | | Our Strategy | 49 | | Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance | 52 | | Our Compensation Best Practices | 53 | | Aligning Pay With Performance | 54 | | Implementation of Our Strategic Priorities | 54 | | Long-Term Incentive Equity Award Design in 2023 | 60 | | Positive 2023 Say on Pay Vote Outcome and Responses to 2023 Stockholder Input | 60 | | Our 2023 Compensation Program Highlights and Objectives | 62 | | How Compensation Decisions Are Made For Our Named Executive Officers | 63 | | Elements of Compensation and Specific Compensation Decisions | 66 | | Compensation Policies and Practices | 77 | | Non-Direct Compensation and Payouts in Certain Circumstances | 80 | | Accounting Standards | 82 |

  71. What we do

    | ✓ | Performance-based equity: Our LTI equity award grants are primarily (80%) performance-based, with 50% in three-year performance units. |

  72. What we do

    | ✓ | Minimum vesting periods: Our equity incentive plan provides that our equity awards are subject to a minimum vesting period of no less than one year for 95% of equity awards granted. Our grants generally vest over four years, with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date to promote retention. |

  73. What we do

    | ✓ | Stock ownership and retention guidelines: We have a six times base salary stock ownership requirement for our Chief Executive Officer. Our Executive Vice Presidents and Senior Vice Presidents have three times and two times base salary stock ownership requirements, respectively. Officers are required to hold shares of our Common Stock acquired through the vesting of restricted stock units, or RSUs, the payout of performance units, or the exercise of stock options until they have reached the required stock ownership level. Compliance with this policy is assessed annually and all executive officers, including our NEOs, who were expected to meet such guidelines by December 31, 2023, were in compliance. |

  74. What we do

    | ✓ | Cash Incentive Compensation Plan Recoupment Provisions: Recoupment provisions applicable to all staff members that expressly allow the Compensation Committee to determine that annual cash incentive awards are not earned fully, or in part, where such employee has engaged in misconduct that causes serious financial or reputational damage to the Company. |

  75. What we do

    | ✓ | Equity Recoupment Policy: The Compensation Committee has adopted a policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) should an executive officer be terminated for engaging in misconduct that caused serious financial or reputational damage to the Company. |

  76. What we do

    | ✓ | Independent compensation consultant: The Compensation Committee retained and sought advice from Frederic W. Cook & Co., Inc., or FW Cook, to assist the Compensation Committee in its review and determination of executive compensation. |

  77. What we do

    | ✓ | Amgen Values: The Amgen Values(2) overlay our Company performance goals and the Compensation Committee assesses each NEO’s annual compensation, including the annual incentive award, based on compliance with these internal standards. |

  78. What we don’t do

    | × | No alterations to our established goals to respond to changing business conditions (for example, we did not make any changes to established goals in response to the occurrence or challenges of the pandemic). | | × | No hedging or pledging: With respect to our Common Stock, all of our staff members and Board members are prohibited from engaging in short sales, purchasing or pledging our Common Stock on margin(3), or entering into any hedging, derivative, or similar transactions. | | × | No re-pricing or backdating: We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of equity awards. | | × | No tax gross-ups: We do not provide tax gross-ups, except for business-related payments such as reimbursement of certain relocation expenses on behalf of newly hired and current executives who agree to relocate to work on the Company’s behalf. | | × | No single-trigger and no gross-ups in the event of a change of control: We do not have “single-trigger” equity vesting acceleration upon a change of control for RSUs and stock options and do not provide tax gross-ups on change of control payments. | | × | No excessive perks: Our perquisites are limited to those with a clear business-related rationale. | | × | No employment agreements: We do not have employment contracts or guaranteed bonuses, other than in countries where they are required by law. | | × | No dividends paid on unvested equity: Dividends equivalents accrue on our performance units and RSUs, but are paid out in shares of our Common Stock only when, and to the extent that, the underlying award is earned and vested. Stock options do not have dividend equivalent rights. |

  79. What we don’t do

    | (3) With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |

  80. Our Executive Compensation Objectives

    | • | Pay for performance in a manner that strongly aligns with stockholder interests by rewarding both our short- and long-term performance. |

  81. Our Executive Compensation Objectives

    | • | Attract, motivate, and retain the highest level of talent by providing competitive compensation, consistent with their roles and responsibilities, our success, and their contributions to this success. |

  82. 661% dividend per share increase since inception

    661% dividend per share increase since inception Depicted below is our one-year, three-year, five-year, and 10-year total shareholder return, or TSR, for the period ending December 31, 2023. As shown, we delivered long-term shareholder value and returns with a ten-year TSR of 232%, outperforming our peer group and the Standard & Poor’s 500 Index, or S&P 500, for this period. In 2023, we achieved a one-year TSR of 13%, outperforming our peer group and at the 70.9th percentile of the S&P 500. A three-year TSR modifier relative to the TSR of the companies in the S&P 500 is utilized in our performance award program.

  83. 2023 Annual Cash Incentive Plan

    2023 Annual Cash Incentive Plan

  84. 2023 Annual Cash Incentive Plan

    | Earned amounts from our 2023 annual cash incentive plan are tied directly to our performance based on pre-established financial and operating performance goals designed to drive execution of our strategic priorities. |

  85. 2023 Annual Cash Incentive Plan

    | Goal | Weighting | % of Target Achieved | Resulting Weighted Score | | 1. Financial Performance | | | 109.8% | | a. Revenues Target $26.483B Results $28.190B | 30% | 213.7% | 64.1% | | b. Non-GAAP Net Income(1) Target $9.570B Results $10.034B | 30% | 152.4% | 45.7% | | 2. Progress Innovative Pipeline | | | 28.3% | | a. Advance Early Pipeline | 10% | 100.0% | 10.0% | | b. Execute Key Clinical Studies and Regulatory Filings | 20% | 91.6% | 18.3% | | 3. Deliver Annual Priorities | | | 21.2% | | a. Environmental, Social, and Governance | 5% | 197.3% | 9.9% | | b. Successful Integrations and Collaborations | 5% | 225.0% | 11.3% | | Final Score | | | 159.3% |

  86. 2023 Annual Cash Incentive Plan

    1. We delivered strong performance.

  87. a. Early pipeline

    | (1) Non-Generally Accepted Accounting Principles, or non-GAAP, net income for purposes of the 2023 Company performance goals of our annual cash incentive plan and non-GAAP EPS are reported and reconciled in Appendix B. |

  88. Performance Under Our Long-Term Incentive Program

    Performance Under Our Long-Term Incentive Program Our LTI compensation plan is tied directly to our stock performance and key annual operational metrics and aligns with long-term value creation for our stockholders. 80% of our annual LTI equity award grants are performance-based, aligning compensation with long-term value creation for our stockholders. Performance units comprise 50% of our annual LTI equity award grants. The goal design and all measurement targets are established at the beginning of each three-year performance period and, for the 2021-2023 performance period, were earned based on our performance as measured against pre-established annual targets for the equally weighted non-GAAP(2) operating measures of EPS growth and return on invested capital, or ROIC, with a three-year TSR modifier of +/-30 percentage points relative to the TSR of the companies in the S&P 500. ROIC was included as a measure and rigorous targets were set to reflect our ongoing focus on remaining operationally disciplined in our management of our capital. Consistent with our capital allocation priority, in 2023, we acquired Horizon and its rare disease portfolio that fits squarely within our overall strategy for long-term growth and is additive to our base business. However, the additional capital required to be deployed for this acquisition substantially reduced our three-year average ROIC operating measure score to 75.3% for the 2021-2023 performance period. Still, as we delivered strong three-year average EPS growth (resulting in a 115.4% operating measure score for this performance period), when both operating measures were averaged for the performance period, our total operating measures score is just below target (95.3%). Target TSR performance over the three-year performance period was set at the 50th percentile relative to the TSRs of the companies in the S&P 500. For relative TSR performance below the 50th percentile, there is a reduction in the total percentage of performance units earned for the performance period. For the 2021-2023 performance period, our TSR performance ranking relative to the TSRs of the companies in the S&P 500 for the three-year performance period was at the 70.9th percentile of S&P 500 companies and resulted in a 25.1 percentage points TSR modifier for a total payout of 120.4% of performance units granted. A detailed depiction of our performance under these operating measures and the resulting calculation is on the next page.

  89. Performance Under Our Long-Term Incentive Program

    | (1) Carbon neutrality goal refers to Scope 1 and 2 emissions. Reductions take into account only verified reduction projections, and do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |

  90. Performance Under Our Long-Term Incentive Program

    | (2) The non-GAAP operating measures (EPS growth and return on invested capital, or ROIC) with respect to the 2021–2023 performance period are as reported and reconciled in Appendix B, except that operating measures for 2023 performance were further adjusted to exclude the impact of direct on-going revenues and expenses, including interest expense from acquisition-related debt, from the acquisitions of TeneoBio, Inc., ChemoCentryx, Inc. and Horizon Therapeutics plc, as prescribed by the 2021-2023 performance goals document when it was established in March 2021. For this purpose, non-GAAP net income was increased by $96 million, or $0.18 per share, and ROIC was decreased by 0.5%. |

  91. 2021-2023 Performance Period Goal Design and Award Calculation

    2021-2023 Performance Period Goal Design and Award Calculation The Compensation Committee constructed the goal design for the 2021-2023 performance period (January 1, 2021 to December 31, 2023) with the same two operating measures as the 2019-2021 and 2020-2022 performance periods of non-GAAP EPS growth and ROIC weighted equally in each year (one-half per measure) and relative TSR modifier (+/-30 percentage points). The TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero.

  92. 2023 Operating Measures, Targets, and Performance for the 2021-2023 Performance Period

    | (2) Our targets for 2021 and 2022 performance were disclosed under the 2021–2023 Performance Goals in our 2022 Proxy Statement filed with the SEC on April 5, 2022 and our 2023 Proxy Statement filed with the SEC on April 6, 2023, respectively. |

  93. Long-Term Incentive Equity Award Design in 2023

    Long-Term Incentive Equity Award Design in 2023 In December 2022 and March 2023, the Compensation Committee reviewed, evaluated, and established a performance award goal design for the 2023-2025 performance period (January 1, 2023 to December 31, 2025) with input from management and FW Cook, to reflect stockholder discussions and continue to drive operating performance and financial discipline. For the 2023-2025 performance period, the Compensation Committee retained the same performance award goal design as that of the 2022-2024 performance period with the non-GAAP operating measures of EPS and ROIC weighted equally in each year measured against targets and goals pre-established at the beginning of the three-year performance period for each year of the performance period. The Compensation Committee selected non-GAAP EPS to drive delivery of value to stockholders and ROIC to reflect our ongoing focus on remaining operationally disciplined in our management of our capital. The Compensation Committee also retained the TSR modifier of +/-30 percentage points and the requirement that the TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. This requirement ensures a stronger tie to stockholders’ interests and investment experience in a challenging market. A detailed depiction of the 2023-2025 performance period goal design can be found in “Elements of Compensation and Specific Compensation Decisions—2023-2025 Performance Period Goal Design and Award Calculation.”

  94. Use of Independent Compensation Committee Consultant

    Use of Independent Compensation Committee Consultant For 2023, to assist the Compensation Committee in its review and determination of executive compensation, the Compensation Committee retained and directed the nature of the activity between FW Cook, an independent consultant, and management undertaking the responsibilities previously described in “How Compensation Decisions Are Made For Our Named Executive Officers” and, for 2023, including providing advice and consultation regarding regulatory updates, selection of our peer group, market competitiveness of our executive compensation programs, and our Equity Incentive Plan. The Governance and Nominating Committee also engaged FW Cook to assist in its 2023 review of director compensation. For more information regarding the 2023 review of director compensation, see “Director Compensation—Changes to Director Compensation for 2024.” The Company did not engage FW Cook for any other services at the Company in 2023. On an annual basis, FW Cook reviews our peer group with the Compensation Committee to determine whether the peer group remains appropriate. In July 2023, FW Cook recommended the continued use of the previously established objective criteria for consideration when developing the peer group pool, that no changes to the peer group be made, and that continued focus on U.S. peers was appropriate, recognizing that the non-U.S. peers reflect differences in law, stockholder influences, and governance practices. Based, in part, on these recommendations from FW Cook, as well as a review of the objective criteria, the Compensation Committee determined that this peer group, composed of 14 companies (nine of which are based in the U.S.) remains appropriate.

  95. How We Establish Our Peer Group

    How We Establish Our Peer Group

  96. How We Establish Our Peer Group

    | 2023 Peer Group Companies We focus on biotechnology and pharmaceutical companies with which we compete for executive talent. | | | Objective Criteria Considered | 2023 Peer Group | | • GICS codes of biotechnology (352010) and pharmaceuticals (352020); • 12-month average market capitalization between 0.25 and 4.0x that of Amgen’s average market capitalization for the same period;(1) • Trailing four-quarter revenues between 0.25 and 4.0x that of Amgen’s revenues;(1) • Non-U.S. peers limited to those commonly identified as a “peer of peers”;‡ • Competitors for executive talent; • Companies of comparable scope and complexity; • Competitors for equity investor capital; • Companies that identify us as their direct peer;‡ and • Companies with similar pay practices. | • AbbVie Inc.* • AstraZeneca plc • Biogen Inc.* • Bristol-Myers Squibb Company* • Eli Lilly and Company* • Gilead Sciences, Inc.* • GlaxoSmithKline plc • Johnson & Johnson* • Merck & Co., Inc.* • Novartis AG • Pfizer Inc.* • Regeneron Pharmaceuticals, Inc.* • Roche Holding AG • Sanofi S.A. |

  97. How We Establish Our Peer Group

    | ‡ All companies in 2023 peer group list Amgen as a peer. |

  98. How We Establish Our Peer Group

    | * U.S.-based |

  99. How We Establish Our Peer Group

    | (1) For purposes of the 2023 peer group analyses: |

  100. How We Establish Our Peer Group

    | | Market Capitalization(a) | Revenues(b) | | Amgen | $133 billion | $26 billion | | Relative Peer Group Position | 2nd quartile | 1st quartile |

  101. How We Establish Our Peer Group

    | (a) Represents the 12-month average market capitalization as of May 31, 2023. |

  102. How We Establish Our Peer Group

    | (b) Represents revenues for the trailing four quarters ending on or about March 31, 2023, except Sanofi S.A., which is for the trailing four quarters ending 12/31/2022, as provided by the Standard and Poor’s Capital IQ database. |

  103. Peer Group Data Sources

    Peer Group Data Sources Our primary data sources for evaluating all elements of compensation for our CEO is data compiled by FW Cook from the SEC filings of our peer group, including for the 25th, 50th, and 75th percentiles of the specific compensation elements paid to peer group CEOs. For 2023 compensation decisions for our executives, other than the CEO, additional survey sources were utilized to provide a more robust and comprehensive data set that is less skewed by the data anomalies of any one data source. Our primary data sources for evaluating all elements of compensation included the Willis Tower Watson Pharmaceutical Human Resources Association Survey, the Willis Towers Watson Pharmaceutical and Health Sciences, or PHS Survey, the Radford Life Sciences Global Compensation Database, and available data from peer group proxy statement filings. From time to time, our Compensation Committee, with advice from FW Cook, may depart from the benchmarking data to account for structural differences in our organization versus those of our peer group, the strategic importance of certain roles to our business, and internal equity. Factors such as experience level, performance, size, scope, complexity and impact of the role, and market demand for the role can also come into consideration. For example, our Executive Vice President, Global Commercial Operations role held by Mr. Gordon is well-matched in the PHS Survey. However, this role is not consistently well-represented in the peer group proxy statements and, as a result, to reflect the scope and criticality of this role, it is instead compared to the second highest paid named executive officer in such filings. Further, as a result of our single business unit structure, our Executive Vice President, Operations role held by Mr. Santos is not well-matched in either the PHS Survey or the peer group proxy statements as this role at our Company oversees a significantly broader scope of responsibilities. Due to this lack of comparability, the compensation for our Executive Vice President, Operations is determined in relation to the compensation decisions made for our other Executive Vice President roles. Based on this data (to the extent applicable), the Compensation Committee is presented with a comparison of each NEO on a position or pay rank basis, with information of each element of compensation for such NEO at the 50th and 75th percentile of the peer group. Consistent with generally accepted practice and because base pay survey data is only available for the previous calendar year, base pay survey data is aged forward to the current year based on expected salary movement. The “Market Median,” as applicable, is determined for our CEO and our other NEOs based on the prior year’s compensation and is reviewed by the Compensation Committee to inform compensation decisions made in March of each year as follows:

  104. Peer Group Data Sources

    | Market Median | | | CEO (compiled by FW Cook) | Other NEOs | | • 50th percentile of each compensation element paid to CEOs in our peer group in the previous year as reported in applicable proxy statements. | • Average of the 50th percentile of each compensation element of our peer group from the survey data and proxy statements for the previous year modified for the Executive Vice President, Global Commercial Operations and Executive Vice President, Operations roles as described above. |

  105. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards Our compensation program aims to achieve the appropriate balance of compensation elements relative to the responsibilities of our staff members, with the result that the largest proportion of compensation for our CEO and the other NEOs is in LTI equity awards that are risk-based and closely aligned with the creation of long-term stockholder value. For 2023, equity-based compensation represents 78% of our CEO’s target compensation and 67% of target compensation for our other NEOs, and 50% of annual equity awards are in long-term performance units. In addition, while being mindful of stockholder dilution (see below), we also grant LTI equity awards each year to nearly all of our staff members worldwide to increase staff awareness of how our performance impacts stockholder value. We believe that our practice of granting equity-based compensation broadly has been a significant factor in advancing our strategic priorities by aligning all of our staff members’ (including our NEOs’) interests with those of our stockholders, rewarding execution of our strategy, fostering long-term focus, and enhancing retention.

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

    We Continue to Exercise Discipline in the Grant of Long-Term Incentive Equity Awards—Monitoring Dilution and Annual Equity Usage Our Compensation Committee balances the use of equity to align staff members with our stockholders while striving to limit stockholder dilution to that amount which investors would expect to experience with members of our peer group. Annually, LTI equity award grant guidelines are established for each Company job level targeting the 50th percentile of our peer group for levels for which equity data is broadly available, setting an annual LTI equity award budget at approximately the 50th percentile of our peer group, and reviewing the Shareholder Value Transfer (SVT) associated with the proposed aggregate LTI equity award grants to ensure that our SVT is aligned with our peer group practices. (For certain lower job levels where data is not as comprehensive, we have developed guidelines that trend in-line with available data and consider internal equity.) As illustrated below, the resulting dilutive effect has been maintained at a generally consistent level over the past six years. We are asking our stockholders to approve an amended Equity Incentive Plan that, in part, increases the number of shares reserved for issuance thereunder by 31,297,000 shares. There has not been an increase in the share reserve under our equity incentive plan since 2013. Additional information regarding our burn rate, share reserve, and terms of the proposed amendment and restatement of equity incentive plan can be found in “Item 3 – Approval of Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan.”

  107. Long-Term Incentive Equity Award Mix

    Long-Term Incentive Equity Award Mix As part of its annual evaluation of our LTI equity award practices, the Compensation Committee reviewed our LTI equity award mix with FW Cook and elected to maintain the previous year’s LTI equity award allocation for 2023 given its pay-for-performance alignment. As such, 80% of our annual equity award value continued to be delivered as performance-based LTI equity awards consisting of performance units (50%) and stock options (30%). Time-vested RSUs, designed to foster retention, comprise the remaining 20% of equity value. Both our stock options and RSUs generally vest over four years (with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date). The delay in the commencement of vesting furthers the longer-term performance emphasis of our LTI equity award program and enhances retention.

  108. LTI Equity Award Allocation

    LTI Equity Award Allocation

  109. Value of 2023 Annual Long-Term Incentive Equity Awards

    Value of 2023 Annual Long-Term Incentive Equity Awards Based on a review of Company and executive performance, market data, and FW Cook and management’s recommendations, the Compensation Committee determined to grant the following annual LTI equity award grant values to our CEO and the other NEOs in March 2023, with an effective grant date of May 2, 2023, the date which is two business days after the date of release of our first quarter 2023 earnings results in accordance with our equity grant policy.

  110. Value of 2023 Annual Long-Term Incentive Equity Awards

    | Named Executive Officer | Performance Units(1) ($) | Stock Options ($) | Restricted Stock Units ($) | Total Equity Value Granted ($) | 2022 Market Median(2) ($) | Difference vs. Market Median Over/(Under) (%) | | Robert A. Bradway | 7,956,250 | 4,773,750 | 3,182,500 | 15,912,500 | 13,966,000 | 13.9 | | Murdo Gordon | 2,500,000 | 1,500,000 | 1,000,000 | 5,000,000 | 5,014,000 | (0.3) | | David M. Reese(3) | 2,250,000 | 1,350,000 | 900,000 | 4,500,000 | 4,747,000 | (5.2) | | Peter H. Griffith | 2,250,000 | 1,350,000 | 900,000 | 4,500,000 | 4,178,000 | 7.7 | | Esteban Santos(4) | 2,100,000 | 1,260,000 | 840,000 | 4,200,000 | n/a | n/a |

  111. Value of 2023 Annual Long-Term Incentive Equity Awards

    | (1) The 2023-2025 performance period runs from January 1, 2023 through December 31, 2025. |

  112. Value of 2023 Annual Long-Term Incentive Equity Awards

    | (2) For more information regarding the determination of the Market Median, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously discussed. |

  113. Value of 2023 Annual Long-Term Incentive Equity Awards

    | (3) Dr. Reese was appointed as our Executive Vice President and Chief Technology Officer effective December 2023 and no changes were made to his compensation. Prior to this, he served as our Executive Vice President, Research and Development. The Market Median data reflects comparison to other head of research and development roles. |

  114. Value of 2023 Annual Long-Term Incentive Equity Awards

    | (4) As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Mr. Santos and his LTI equity award value was established using comparisons to the values granted to our other Executive Vice President roles. |

  115. Value of 2023 Annual Long-Term Incentive Equity Awards

    Based on the Compensation Committee’s March 2023 review of market data, the committee approved a LTI equity award for Mr. Bradway at the same value ($15.9 million) as that of 2022 to recognize his successful leadership and execution of the Company’s strategic priorities as well as his experience and tenure in his role. The Compensation Committee also approved LTI equity award grants for each of the other NEOs at the same value as those of 2022 in recognition of their successful leadership of their respective functions, scope of responsibilities across their respective roles, and experience. As such, the Compensation Committee approved LTI equity award grant values of $5 million for Mr. Gordon, $4.5 million for each of Dr. Reese and Mr. Griffith, and $4.2 million for Mr. Santos. The Compensation Committee concluded that these LTI equity award values were appropriate because they recognize and reward strong execution by our NEOs with compensation that is substantially at risk, performance-based, and focused on the longer-term.

  116. Performance Award Program 2021-2023 Performance Period Performance Units Earned

    Performance Award Program 2021-2023 Performance Period Performance Units Earned For the last operating year of our 2021-2023 performance period, our 2023 EPS performance earned 102.7% of target and 2023 ROIC performance earned 30.0% of target, resulting in 2023 performance of 66.4% of target for these non-GAAP operating measures. Our performance with respect to our non-GAAP operating measures resulted in 111.6% for 2021, 108.0% for 2022, and 66.4% for 2023. These annual operating measure percentage calculations were then averaged for a total operating measures score of 95.3% for this three-year performance period. Based on our TSR ranking of the 70.9th percentile relative to the TSRs of the companies in the S&P 500, the total operating measures score of 95.3% was increased by 25.1 percentage points, resulting in a payout of 120.4% of target performance units granted. Each earned performance unit converted to one share of Common Stock upon the payout date of March 18, 2024. For the 2021-2023 performance period, this payout percentage resulted in the following number of shares of Common Stock being earned. For additional information on the specific targets and actual performance and calculation of amounts earned, see the detailed description of the 2021-2023 performance period previously discussed on pages 58-59.

  117. Performance Award Program 2021-2023 Performance Period Performance Units Earned

    | Named Executive Officer | Performance Units Value Granted (Target) ($) | Number of Performance Units Granted (#) | Number of Shares of our Common Stock Earned(1) (#) | | Robert A. Bradway | 7,956,250 | 31,240 | 41,467 | | Murdo Gordon | 2,500,000 | 9,816 | 13,029 | | David M. Reese | 2,400,000 | 9,423 | 12,508 | | Peter H. Griffith | 2,000,000 | 7,852 | 10,422 | | Esteban Santos | 2,375,000 | 9,325 | 12,377 |

  118. Performance Award Program 2021-2023 Performance Period Performance Units Earned

    | (1) Includes dividend equivalents earned on these amounts rounded down to the nearest whole number of shares (excluding fractional shares paid in cash). |

  119. 2022-2024 Performance Period Goal Design, Targets, and Award Calculation

    2022-2024 Performance Period Goal Design, Targets, and Award Calculation The Compensation Committee constructed the goal design for the 2022-2024 performance period (January 1, 2022 to December 31, 2024) with the same two operating measures as the 2020-2022 and 2021-2023 performance periods of non-GAAP EPS growth and ROIC weighted equally in each year (one-half per measure) and relative TSR modifier (+/-30 percentage points). The TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero.

  120. 2023 Operating Measures and Performance for the 2022-2024 Performance Period

    | 2022-2024 Operating Measures Score (Operating Measure Percentages 30 – 170% with linear interpolation along the payout curve) | | | | | | Operating Measure Percentages are Equally Weighted for Each of the Three Years | | | | | | Non-GAAP(1)(2) Operating Measures | 2022(2) | 2023 | 2024 | 2022-2024 Average Operating Measures | | EPS Growth ($) | 114.1% ($17.78) | 99.4% ($18.82) | Pre-established and to be disclosed(4) | TBD | | ROIC(3) (%) | 105.3% (23.0%) | 30.0% (15.2%) | | TBD | | | 109.7% | 64.7% | TBD | TBD |

  121. 2023 Operating Measures and Performance for the 2022-2024 Performance Period

    | 2022-2024 S&P 500 Relative TSR(5) Modifier | | Payout for Performance Relative to S&P 500 TSR Percentage | | Amgen TSR ≥ 75th percentile = 30% (Maximum) | | Amgen TSR = 50th percentile‡ = 0% (Target) | | Amgen TSR ≤ 25th percentile = -30% (Minimum) |

  122. 2023 Operating Measures and Performance for the 2022-2024 Performance Period

    | ‡ If Amgen’s TSR is less than 0, the relative TSR modifier can be no greater than 0% (target). |

  123. 2023 Operating Measures and Performance for the 2022-2024 Performance Period

    | (2) Our targets for 2022 performance were disclosed under the 2022–2024 Performance Goals in our 2023 Proxy Statement filed with the SEC on April 6, 2023. |

  124. 2023-2025 Performance Period Goal Design, Targets, and Award Calculation

    2023-2025 Performance Period Goal Design, Targets, and Award Calculation The Compensation Committee constructed the goal design for the 2023-2025 performance period (January 1, 2023 to December 31, 2025) with the same two operating measures as the 2021-2023 and 2022-2024 performance periods of non-GAAP EPS growth and ROIC weighted equally in each year (one-half per measure) and relative TSR modifier (+/-30 percentage points). The TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero.

  125. 2023 Operating Measures and Performance for the 2023-2025 Performance Period

    | 2023-2025 Operating Measures Score (Operating Measure Percentages 30 – 170% with linear interpolation along the payout curve) | | | | | | Operating Measure Percentages are Equally Weighted for Each of the Three Years | | | | | | Non-GAAP(1)(2) Operating Measures | 2023 | 2024 | 2025 | 2023-2025 Average Operating Measures | | EPS Growth ($) | 127.5% ($18.65) | Pre-established and to be disclosed(4) | | TBD | | ROIC(2) (%) | 100.0% (15.7%) | | | TBD | | | 113.8% | TBD | TBD | TBD |

  126. 2023 Operating Measures and Performance for the 2023-2025 Performance Period

    | 2023-2025 S&P 500 Relative TSR(5) Modifier | | Payout for Performance Relative to S&P 500 TSR Percentage | | Amgen TSR ≥ 75th percentile = 30% (Maximum) | | Amgen TSR = 50th percentile‡ = 0% (Target) | | Amgen TSR ≤ 25th percentile = -30% (Minimum) |

  127. 2023 Operating Measures and Performance for the 2023-2025 Performance Period

    | ‡ If Amgen’s TSR is less than 0, the relative TSR modifier can be no greater than 0% (target). |

  128. Dividend Equivalents

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

  129. Plan Minimum Vesting Period of One Year; Actual Minimum Generally Two Years

    Plan Minimum Vesting Period of One Year; Actual Minimum Generally Two Years Mindful of stockholder concerns and best practices, our equity incentive plan, and our proposed Second Amended and Restated 2009 Equity Incentive Plan, requires that at least 95% of all equity awards, including RSUs, restricted stock, stock options, performance awards, and dividend equivalents granted to staff members (including NEOs) will be subject to a minimum vesting period of no less than one year. Our annual stock option and RSU grants generally vest over four years in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date. This delayed vesting schedule further underscores the long-term focus of our LTI equity award program and enhances retention of staff members.

  130. Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2024

    Long-Term Incentive Equity Awards Granted to Named Executive Officers in 2024 The Compensation Committee reviewed the LTI equity award grant values proposed to be granted to NEOs in 2024. The Compensation Committee approved an increase in Mr. Bradway’s LTI equity award value in March 2024 from $15.9 million to $18 million to recognize his successful leadership of the Company, tenure in the CEO role, and successful execution of the Horizon acquisition and other activities in support of the long-term growth of the Company. In recognition of the successful leadership of their respective functions, scope of responsibilities across roles, and execution of activities in support of the long-term growth of the Company, including the Horizon acquisition, the Compensation Committee approved an increase of $300,000 in LTI equity award value for Mr. Gordon (from $5 to $5.3 million), Mr. Griffith and Dr. Reese (from $4.5 to $4.8 million), and Mr. Santos (from $4.2 to $4.5 million). The Compensation Committee concluded that the LTI equity award values granted were appropriate because they recognize and reward strong execution by our executives with compensation that is substantially at risk, performance-based, and focused on the longer-term.

  131. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  132. Executive Incentive Plan

    Executive Incentive Plan Annual cash incentive awards to our NEOs are generally made under our stockholder-approved Executive Incentive Plan, or EIP, which employs a formula that establishes a maximum award possible for each participant based on our non-GAAP net income.(1) For 2023, each of our NEOs was a participant in the EIP. This year, as in the past, actual awards under the EIP are determined by the Compensation Committee using its negative discretion under the EIP, with award determinations based on Company performance against the composite final score of the pre-established 2023 Company performance goals. In evaluating and confirming this approach, the Compensation Committee also considers the contributions of each participant’s role to our success during the year. In March 2023, the Compensation Committee determined for the EIP participants, the definition of non-GAAP net income,(1) the maximum award payable for each participant, and the target annual cash incentive award opportunities. In addition, the Compensation Committee determined the plan design for the Global Management Incentive Plan, or GMIP, and Global Performance Incentive Plan, or GPIP, and the 2023 Company performance goals and weightings, and the percentages payable for threshold, target, and maximum performance. The maximum award under the EIP continued to be expressed as the EIP non-GAAP net income(1) definition and, consistent with past years, was 0.125% for our CEO and 0.075% for each of the other NEOs. As discussed previously, both historically and in 2023, the Compensation Committee has paid well below the maximum award permitted under the EIP based on a practice of exercising negative discretion by using the Company performance goals composite final score under our GMIP as applied to the participant’s target annual cash incentive award opportunity to determine actual awards.

  133. Target Annual Cash Incentive Award Opportunity

    Target Annual Cash Incentive Award Opportunity After review of market data and consultation with FW Cook, the Compensation Committee determined that the target annual cash incentive award opportunities for our NEOs would remain the same as those of 2022 (150% of base salary for our CEO and 100% for each of the other NEOs).

  134. 2023 Company Performance Goals

    2023 Company Performance Goals While all of the goals measure single-year performance, taken as a whole, they are intended to positively position us for both near- and long-term success, support our strategic priorities, and create stockholder value. The 2023 Company performance goals approved by the Compensation Committee were based on our 2023 budget and forecast at the time of such approval and are discussed on the following page. For the 2023 Company performance goals, in March 2023, management recommended, and the Compensation Committee reviewed and concurred with, replacing the “Process Simplification and Automation” goal with the new annual priority of “Successful Integrations and Collaborations” to focus our entire Company on maximizing opportunities from acquisitions, including integrating and advancing products. Additionally, after the successful adoption and delivery of our 2022 ESG goals, our Compensation Committee approved an expanded ESG goal for our 2023 Company performance goals designed to continue to hold ourselves accountable for, and systematically advance towards, our 2027 environmental sustainability goals, to drive measurable achievement of our Representation in Clinical Research (RISE) objectives (in support of our strategic priority of innovation), and to drive ownership and accountability for our culture of inclusion by increasing the number of leaders accountable for action (in support of our strategic priority of continuous improvement) and of our diversity, inclusion, and belonging program.

  135. 2023 Company Performance Goals

    | (1) Non-GAAP net income for purposes of the EIP is as reported and reconciled in Appendix B. |

  136. 2023 Company Performance Goals and Results

    2023 Company Performance Goals and Results The table below sets forth the goals established, the weighting of each goal, and our actual performance for 2023. Payouts can range from 0% to a maximum of 225% of target annual cash incentive award opportunity for each metric and the final Company Performance Goals Score cannot exceed 225%. For additional discussion regarding our performance, please see “Aligning Pay With Performance” and “Implementation of Our Strategic Priorities.”

  137. 2023 Company Performance Goals and Results

    | Deliver Results (60% weighting) | | Weighted Score Achieved 109.8% | | | | | ($ In Millions) These goals are consistent with the fundamental importance of financial performance to us and our stockholders in both the near- and long-term, equally focused on top- and bottom-line growth, and assigned the largest percentage. No amounts can be earned for below-threshold performance for our financial metrics. | | | | | | | Goals | Weighting | Threshold (0%) | Target (100%) | Maximum (225%) | Achieved | | Revenues | 30% | $24,629 | $26,483 | $28,337 | $28,190 213.7% | | Our revenue goal target was derived from the midpoint of our initial January 2023 revenue guidance (between $26.0 and $27.2 billion) and above our 2022 revenues ($26.3 billion). As a result of the focus of and execution by our executive leaders and the efforts of our entire Company, including the contributions from our new rare disease therapeutic area, our financial performance exceeded targets. | | | | | | | Non-GAAP Net Income(1) | 30% | $8,154 | $9,570 | $10,678 | $10,034 152.4% |

  138. 2023 Company Performance Goals and Results

    Our non-GAAP net income target was correlated to the midpoint of our initial January 2023 non-GAAP EPS guidance (between $17.40 and $18.60) and equal to our 2022 non-GAAP net income ($9.57 billion). Due to the focus of and execution by our executive leaders and the efforts of our entire Company, our financial performance exceeded targets, resulting in performance above target for revenues and non-GAAP net income.

  139. 2023 Company Performance Goals and Results

    | Progress Innovative Pipeline (30% weighting) | | Weighted Score Achieved 28.3% | | | Measures progress on both early- and later-stage programs and product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum, which we believe is critical to our continued success over both the near- and long-term. | | | | | Goals | Weighting | Results | Achieved | | Advance Early Pipeline— Focused on incentivizing early-stage innovation discovery activities important to our long-term success | 10% | • We generated four new product teams (formed when a molecule has been judged to possess many of the attributes of a clinical candidate), including in oncology (for the treatment of solid tumors) and in inflammation (for the treatment of irritable bowel disease (IBD)), and two investigational new drug (IND) approvals for product candidates being studied in oncology (for the treatment of solid tumors). • We initiated five first-in-human studies in unique indications, including for product candidates being studied in oncology (including for the treatment of solid tumors, prostate cancer, small cell lung cancer, and colorectal cancer) and rare disease (for the treatment of idiopathic inflammatory myositis). • We determined to advance five programs into the clinic – xaluritamig (for prostate cancer), tarlatamab (in both first line and late-stage for small cell lung cancer), AMG 193 (for solid tumors), and rocatinlimab (for prurigo nodularis). | 100.0% | | Execute Key Clinical Studies and Regulatory Filings— Designed to reward speed and effectiveness to maximize the value of our assets and deliver on our mission to serve patients | 20% | • We executed on key clinical study milestones for tarlatamab (small cell lung cancer), olpasiran (ASCVD), maridebart cafraglutide (obesity), and rocatinlimab (atopic dermatitis). • We completed key regulatory milestones, including: - LUMAKRAS/LUMYKRAS™ U.S. and EU submissions; - Otezla pediatric Supplemental New Drug Application (SNDA) submission; - Tarlatamab Biologics License Application (BLA) submission; - ABP 938 (biosimilar candidate to EYLEA (aflibercept)) BLA submission; - WEZLANA (biosimilar candidate to STELARA (ustekinumab)) EU original application submission and U.S. approval; and - ABP 959 (biosimilar candidate to SOLIRIS (eculizumab) EU approval. | 91.6% |

  140. 2023 Company Performance Goals and Results

    | (1) Non-GAAP net income for purposes of the 2023 Company performance goals of our annual cash incentive plan and non-GAAP EPS are reported and reconciled in Appendix B. |

  141. 2023 Company Performance Goals and Results

    | Deliver Annual Priorities (10% weighting) | | Weighted Score Achieved 21.2% | | | Goals | Weighting | Results | Achieved | | Environmental, Social, and Governance— After the successful delivery on our 2022 ESG goal, our 2023 goal was expanded: • to challenge ourselves to continue to advance towards our 2027 environmental sustainability goals; • to establish a measurement infrastructure for our Representation in Clinical Research (RISE) objectives; and • to increase the number of leaders accountable for action in support of our diversity, inclusion, and belonging program | 5% | • To challenge ourselves by advancing our execution on our environmental sustainability 2027 goals, we established a Company environmental goal at the enterprise-wide level, with the following requirements: - Timely achievement of conservation targets that meet specific percentage reductions for each of the three goal components (total carbon reduction, total water reduction, and total waste reduction) in 2023 that systematically advance towards our 2027 environmental sustainability goals. Our performance was ~25% above target in the aggregate for the specific percentage reductions for the three goal components (total carbon reduction, total water reduction, and total waste reduction) and resulted in performance that was above-target (but less than maximum) achievement under this goal. • To drive achievement of Representation in Clinical Research (RISE) objectives in support of our innovation strategic priority, we established a measurement infrastructure, including by: - Defining our success criteria for improvement in representative enrollment in clinical trials as compared to historical baseline; - Defining key performance indicators to measure incorporation of diversity considerations in design and operational plans of interventional Phase 3 studies being conducted in the U.S.; and - Developing a tracking system to monitor these key performance indicators. Achievement of all three elements of the infrastructure resulted in the maximum achievement under this goal. • To drive ownership and accountability deeper into the organization in support of our continuous improvement strategic priority, our diversity, inclusion, and belonging goal by increasing the number of leaders accountable for action to actively communicate our culture of belonging to all staff. Leaders at the senior manager and above levels were required to establish, document, and execute diversity, inclusion, and belonging action plans in 2023 with a target goal of 90% participation. - We achieved 98% participation with leaders establishing, documenting, and executing on their diversity, inclusion, and belonging action plans in 2023. | 197.3% | | Successful Integrations and Collaborations — Focused on integrating acquisitions and collaborations | 5% | • To drive the successful integration of our October 2022 acquisition of ChemoCentryx, we established goals: - To challenge our employees to implement a new go-to-market model to improve patient access to TAVNEOS (a first-in-class treatment for active ANCA-associated vasculitis, a rare autoimmune disease) by increasing new prescribers; and - To seek to substantially retain key ChemoCentryx commercial field and medical staff members to maximize our opportunities to advance the knowledge and adoption of TAVNEOS with external stakeholders. A target of 500 new TAVNEOS prescribers and retention of 80% of ChemoCentryx’s commercial field and medical staff were set. We substantially exceeded the new TAVNEOS prescribers target (with 945 new prescribers) and ChemoCentryx commercial field and medical staff retention target (with retention of 95%) such that we achieved the maximum performance for this goal. Learnings from this goal and successful integration of the rare disease portfolio acquired from ChemoCentryx also prepared us to effectively integrate our larger Horizon acquisition and its first-in-class or best-in-class innovative medicines that address rare autoimmune diseases. | 225.0% | | Certain measurements of performance for the non-financial metrics are subjective in nature and could result in a very small payout percentage (less than 1% of an annual cash incentive award). | | | |

  142. 2023 Company Performance Goals and Results

    | 2023 Company Performance Goals Final Score | Achieved 159.3% |

  143. 2023 Annual Cash Incentive Awards

    2023 Annual Cash Incentive Awards As shown in the table above, our performance against the 2023 Company performance goals yielded a composite final score of 159.3% and the Compensation Committee awarded actual annual cash incentive awards under the EIP to our NEOs based on this composite final score. No further discretion was employed.

  144. 2023 Annual Cash Incentive Awards

    | Named Executive Officer | Target Opportunity (% of Base Salary) | Target 2023 Award($) | Actual 2023 Award($)(1) | | Robert A. Bradway | 150 | 2,676,669 | 4,264,000 | | Murdo Gordon | 100 | 1,143,004 | 1,821,000 | | David M. Reese | 100 | 1,211,104 | 1,929,000 | | Peter H. Griffith | 100 | 1,082,227 | 1,724,000 | | Esteban Santos | 100 | 1,059,881 | 1,688,000 |

  145. 2023 Annual Cash Incentive Awards

    | (1) Calculated in accordance with the 2023 Company performance goals composite final score based on actual 2023 earned base salary. |

  146. 2024 Company Performance Goals

    2024 Company Performance Goals In February 2024, the Compensation Committee established Company performance goals for 2024 performance under our GMIP as follows:

  147. 2024 Company Performance Goals

    | | 2024 Company Performance Goals | | 60% | Deliver Results | | | • Revenues (30%) • Non-GAAP Net Income (30%) | | 30% | Progress Innovative Pipeline | | | • Advance Early Pipeline (10%) • Executive Key Clinical Studies and Regulatory Filings (20%) | | 10% | Deliver Annual Priorities | | | • Successful Integrations and Collaborations (5%) • Environmental, Social, and Governance (5%) |

  148. 2024 Company Performance Goals

    The Compensation Committee also reviewed the target incentive award opportunity for each NEO and determined that the previously established target incentive award opportunities remain appropriate and no changes were made to the target incentive award opportunity for any NEO.

  149. Base Salaries

    Base Salaries Generally, in March of each year, the Compensation Committee reviews the peer group data compared with the available Market Median, considers our performance, market conditions, retention, and other relevant factors, and receives management’s, including our CEO’s, assessment of the performance of each of the other NEOs, and recommendations regarding any base salary adjustments for them. The Compensation Committee uses our CEO’s evaluation of the performance of the NEOs (other than himself), the Compensation Committee’s own evaluation of our CEO’s performance, information with respect to each NEO’s experience and other qualifications, the Market Median for each available position and market conditions to determine each NEO’s base salary. No increase in base salary is automatic or guaranteed. For more information regarding the determination of Market Median, the peer group data reviewed, and the Executive Vice President, Operations role, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously described. In March 2023, the Compensation Committee considered each NEO’s base salary against the available Market Median data, while taking into account the Company’s and each NEO’s performance, as well as current market conditions. In alignment with the base salary increases made to staff members generally, the Compensation Committee increased each NEO’s base salary by 3.8%.

  150. 2023 Base Salary Market Position

    2023 Base Salary Market Position The 2023 base salaries as in effect at the end of 2023 (a 3.8% increase over 2022 in alignment with the base salary increases made to our staff members generally for 2023) and the difference between the 2022 Market Median position are shown in the table below:

  151. 2023 Base Salary Market Position

    | Named Executive Officer | 2022 Base Salary ($) | Increase (%) | 2023 Base Salary ($) | 2022 Market Median ($) | Difference vs. Market Median Over/(Under) (%) | | Robert A. Bradway | 1,731,300 | 3.8 | 1,797,100 | 1,650,000 | 8.9 | | Murdo Gordon | 1,109,000 | 3.8 | 1,151,100 | 1,031,000 | 11.6 | | David M. Reese(1) | 1,175,000 | 3.8 | 1,219,700 | 1,166,000 | 4.6 | | Peter H. Griffith | 1,050,000 | 3.8 | 1,089,900 | 1,033,000 | 5.5 | | Esteban Santos(2) | 1,028,300 | 3.8 | 1,067,400 | n/a | n/a |

  152. 2023 Base Salary Market Position

    | (1) Dr. Reese was appointed as our Executive Vice President and Chief Technology Officer effective December 2023 and no changes were made to his compensation. Prior to this, he served as our Executive Vice President, Research and Development. The Market Median data reflects comparison to other head of research and development roles. |

  153. 2023 Base Salary Market Position

    | (2) As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Mr. Santos. |

  154. Total Target Annual Cash Compensation

    | (2) As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Mr. Santos. |

  155. Recoupment

    mechanisms, the Compensation Committee adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of stock options (granted after December 31, 2020) in the event an executive officer is terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement). If an executive officer is subject to an investigation potentially implicating conduct that could result, or may have resulted, in serious financial or reputational damage to the Company, the Company may freeze access to any unvested equity awards regardless of grant date and any vested but unexercised stock options granted after December 31, 2020, during the investigation, and such unvested equity awards and unexercised stock options may ultimately be subject to forfeiture and cancellation. Cash Incentive Award Recoupment. Our cash incentive award programs (EIP, GMIP, and GPIP) expressly allow the Compensation Committee, or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award. Disclosure. Subject to our clawback and recoupment policies and provisions, we intend to disclose the general circumstances of any application of our clawback or recoupment policies and provisions against any executive officer (current or former) and the aggregate amount of compensation recovered. These provisions and policies do not limit any other action that the Company could take against an employee, including other disciplinary actions (including termination), ordinary course performance considerations, disclosure of wrongdoing to the government, and pursuit of any other legal claims against such employees.

  156. 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 regular annual LTI equity award grants are typically approved by the Compensation Committee (for grants of equity awards to Senior Management, including our NEOs) or the Equity Award Committee (for grants to all other staff members) with a grant date that is the date that is two business days after the date of release of our first fiscal quarter earnings. Our NEOs may also receive special equity awards as determined by the Compensation Committee as new hires or for recognition and retention, promotions, or other purposes, but the effective date of such grants is generally also only on the date that is two business days after the date of release of our quarterly or annual earnings after the date of determination by our Compensation Committee.

  157. Approach to Pricing Our Products

    | (1) With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |

  158. Non-Direct Compensation and Payouts in Certain Circumstances

    Non-Direct Compensation and Payouts in Certain Circumstances

  159. Change of Control Benefits and Offer Letter With Limited Severance Benefits

    Change of Control Benefits and Offer Letter With Limited Severance Benefits Our CEO and other NEOs are participants in our double-trigger Change of Control Severance Plan discussed below. In connection with new hires, we typically enter into offer letters detailing their initial 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 us and occur for reasons other than for “cause” within three years from the date of hire. These benefits are generally provided to officer-level candidates to provide an incentive for them to join us by reducing the risks and costs associated with making such a job change. Other than the foregoing, our CEO and NEOs are not covered by contractual arrangements that provide for severance or other benefits in the event of termination.

  160. Change of Control and Severance Benefits

    Change of Control and Severance Benefits Double Trigger Change of Control Severance Plan In the event of a change of control and a qualifying termination, our Change of Control Severance Plan provides severance payments to 1,879 U.S. staff members (as of December 31, 2023), including each NEO. There are no tax gross-up payments provided under the plan. The plan is structured so that payments and benefits are provided only if there is both a change of control and a termination of employment, either by us other than for “cause” or “disability” or by the participant for “good reason” (as each is defined in the plan)—sometimes referred to as a “double-trigger”—because the intent of the plan is to provide appropriate severance benefits in the event of a termination following a change of control, rather than to provide a change of control bonus. The cash severance multiple for our CEO and all other NEOs is two times annual cash compensation. The payments and benefit levels under the Change of Control Severance Plan do not influence and were not influenced by other elements of compensation. The Change of Control Severance Plan was adopted, and is continued by the Compensation Committee:

  161. Change of Control and Severance Benefits

    | • | 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; |

  162. Change of Control and Severance Benefits

    | • | 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 |

  163. Change of Control and Severance Benefits

    | • | 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. |

  164. Change of Control and Severance Benefits

    Change of Control and Severance Treatment of Long-Term Incentive Equity Awards

  165. Restricted Stock Units and Stock Options

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

  166. Performance Units

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

  167. Limited Retirement Benefits and Deferred Compensation Plan

    Limited Retirement Benefits and Deferred Compensation Plan Health, retirement, and other benefits programs are generally available to our U.S.-based staff members, including our NEOs, with the overall benefit programs typically targeted to align in value with those programs offered by our peer group. The primary survey used to make this comparison is the Aon Benefit Index®, last updated as of May 2022, using a comparator group of 14 companies chosen by Amgen as representative of its peer group. The data generated from this survey is used by both the Compensation Committee and Company management in evaluating the competitive positioning and program design of these health, retirement, and other benefit programs.

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

    Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan Our Retirement and Savings Plan, or 401(k) Plan, is available to U.S.-based staff members of the Company and participating subsidiaries (except Puerto Rico). All 401(k) Plan participants are eligible to receive the same proportionate level of matching and core contributions from us. Under the 401(k) Plan, we provide to each staff member a 5% contribution on eligible compensation and up to a 5% matching contribution on voluntary deferrals. The Retirement and Savings Plan for Amgen Manufacturing Limited is available to staff members in Puerto Rico. Our Supplemental Retirement Plan, or SRP, is available to all 401(k) Plan participants and is designed to provide a “make whole” benefit to 401(k) Plan participants with eligible compensation in excess of the Internal Revenue Code’s qualified plan compensation limit. The Company credits to the SRP a 10% contribution on eligible compensation in excess of the qualified plan compensation limit to represent the equivalent percentage of Company contributions that would have been made to the 401(k) Plan if the compensation had been eligible for deferral into the 401(k) Plan. Company contributions to the SRP are subject to a three-year cliff vesting requirement, with vesting accelerated under certain circumstances. Company contributions to the SRP are fully vested on amounts voluntarily deferred by a participant into the Nonqualified Deferred Compensation Plan, or NDCP. The SRP enables us to provide the same percentage of base salary and annual cash incentive award as a retirement contribution to U.S.-based staff members at all levels. Earnings under the SRP and NDCP are market-based – there are no “above market” or guaranteed rates of returns offered in these plans. SRP and NDCP participants can direct notional account investments using the 401(k) Plan investing structure (excluding the self-direct brokerage and our Company stock) plus a variety of target date funds. Unlike a traditional pension plan, which generally provides a lifetime annuity that replaces a portion of a participant’s final pay, benefits from our 401(k) Plan and SRP are based on the investment return on the staff member’s own investment elections, with the participant bearing the risk of investment gains and losses. The NDCP offers all U.S.-based staff members (including Puerto Rico) at director level and above the opportunity to defer eligible base salary and/or annual cash incentive awards, up to maximum amounts typically permitted in similar plans sponsored by our peer group. We also have the discretion to make contributions to this plan, and we do not make such contributions on a regular basis. In 2023, no Company contributions were made to the NDCP accounts of any NEOs. We believe that offering the NDCP is appropriate because it provides participants the opportunity to save for retirement in a tax-effective fashion not readily available without our sponsorship.

  169. Accounting Standards

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

  170. 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.

  171. Summary Compensation Table

    | | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan ($)(4) | All Other Compensation ($)(5) | Total ($) | | Robert A. Bradway Chief Executive Officer and President | 2023 2022 2021 | 1,786,977 1,722,300 1,674,061 | 0 0 0 | 11,138,503 11,138,544 11,138,622 | 4,773,714 4,773,714 4,773,710 | 4,264,000 3,122,000 3,420,000 | 680,456 643,175 714,761 | 22,643,650 21,399,733 21,721,154 | | Murdo Gordon EVP, Global Commercial Operations | 2023 2022 2021 | 1,144,623 1,103,277 1,072,595 | 0 0 0 | 3,499,708 3,499,679 3,499,717 | 1,499,969 1,499,985 1,499,963 | 1,821,000 1,333,000 1,461,000 | 277,511 281,285 286,909 | 8,242,811 7,717,226 7,820,184 | | David M. Reese EVP and Chief Technology Officer | 2023 2022 2021 | 1,212,823 1,158,846 1,065,127 | 0 0 0 | 3,149,928 3,149,736 3,359,848 | 1,349,985 1,349,995 1,439,975 | 1,929,000 1,397,000 1,449,000 | 260,919 277,547 271,734 | 7,902,655 7,333,124 7,585,684 | | Peter H. Griffith EVP and Chief Financial Officer | 2023 2022 2021 | 1,083,762 1,044,492 1,014,963 | 0 0 0 | 3,149,928 3,149,736 2,799,665 | 1,349,985 1,349,995 1,199,979 | 1,724,000 1,262,000 1,382,000 | 261,623 267,512 267,427 | 7,569,298 7,073,735 6,664,034 | | Esteban Santos EVP, Operations | 2023 2022 2021 | 1,061,385 1,022,946 994,246 | 0 0 0 | 2,939,776 2,939,724 3,324,824 | 1,259,986 1,259,959 1,424,988 | 1,688,000 1,236,000 1,354,000 | 256,689 262,995 264,575 | 7,205,836 6,721,624 7,362,633 |

  172. Summary Compensation Table

    | (1) Reflects base salary earned in each bi-weekly pay period (or portion thereof) during each fiscal year before pre-tax contributions and, therefore, includes compensation deferred under our nonqualified deferred compensation plan, or NDCP. Under payroll practices for salaried staff members of our U.S. entities, including our NEOs, base salary earned in a pay period is computed by dividing the annual base salary then in effect by 26, which is the number of full bi-weekly pay periods in a year. |

  173. Summary Compensation Table

    | (2) For 2023, reflects the grant date fair values of performance units for the 2023-2025 performance period and restricted stock units, or RSUs, granted during 2023 determined in accordance with Accounting Standards Codification, or ASC, Topic 718 (see footnotes 6 and 7 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). |

  174. Summary Compensation Table

    | The number of units to be earned for the performance units granted during 2023 is based on the average of our performance against two annual non-GAAP financial operating performance measures established at the commencement of the three year performance period, with the payout from performance against such measures modified up or down by our total shareholder return, or TSR, relative to the TSRs of the companies in the Standard & Poor’s 500 Index, or S&P 500, all computed over the three-year performance period. These operating performance measures are performance conditions, as defined under ASC 718, while the relative TSR measure is a market condition under ASC 718. The values shown in this table and the “Grants of Plan-Based Awards” table are based on probable outcomes of these performance conditions as of the grant date, and target performance of the TSR market condition. The table below shows the grant date fair values under ASC 718 of these performance unit awards: (1) if the maximum is achieved with regard to all of the operating performance measures which would result in an earnout of 170% based on the operating performance measures with the TSR market condition at target, with no increase or decrease based on the market condition; and (2) if the maximum is achieved with regard to all of the operating performance measures and maximum performance occurs under the TSR market condition which results in an additional 30% earnout, for total earned payout of 200% of performance units granted. |

  175. Summary Compensation Table

    | Value of Performance Units for the 2023-2025 Performance Period | | | | Name | Maximum Performance of Operating Metrics and Target TSR Performance ($) | Maximum Performance of Operating Metrics and TSR Metrics ($) | | Robert A. Bradway | 13,525,384 | 15,912,425 | | Murdo Gordon | 4,249,659 | 4,999,807 | | David M. Reese | 3,824,719 | 4,499,877 | | Peter H. Griffith | 3,824,719 | 4,499,877 | | Esteban Santos | 3,569,704 | 4,199,919 |

  176. Summary Compensation Table

    | (3) For 2023, reflects the grant date fair values of non-qualified stock options granted during 2023 determined in accordance with ASC 718 (see footnote 8 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). |

  177. Summary Compensation Table

    | (4) Reflects amounts that were earned under our Executive Incentive Plan, or EIP, for 2023 performance which were determined and paid in March 2024 (see footnote 2 to the “Grants of Plan-Based Awards” table for information on how these amounts were determined). For a description of our EIP, see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis. |

  178. Summary Compensation Table

    | (5) See the subsection “All Other Compensation—Perquisites and Other Compensation” immediately following these footnotes. |

  179. All Other Compensation—Perquisites and Other Compensation

    | Name | Company Contributions to 401(k) and Savings Plan($) | Company Credits to Non-Qualified Deferred Compensation Plan | Company Credits to Supplemental Retirement Plan($) | Total($) | | Robert A. Bradway | 33,000 | 0 | 457,645 | 490,645 | | Murdo Gordon | 33,000 | 0 | 214,600 | 247,600 | | David M. Reese | 33,000 | 0 | 227,810 | 260,810 | | Peter H. Griffith | 33,000 | 0 | 201,423 | 234,423 | | Esteban Santos | 33,000 | 0 | 196,588 | 229,588 |

  180. 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, 2023. All of our equity based awards were granted under the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, as amended.

  181. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards($)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of units)(3) | | | Stock Awards: Number of Shares of Stock or Units(#)(4) | Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards($) | | Name | Grant Date | Approval Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | | EIP/GMIP | | | Performance Units | | | RSUs | Stock Options | | | | Robert A. Bradway | 3/6/2023 | 3/6/2023 | (2) | (2) | 12,542,500 | | | | | | | | | | 5/2/2023 | 3/6/2023 | | | | (3) | 31,511 | 63,022 | | | | 7,956,212(6) | | | 5/2/2023 | 3/6/2023 | | | | | | | 13,486 | | | 3,182,291(7) | | | 5/2/2023 | 3/6/2023 | | | | | | | | 114,040 | 235.97 | 4,773,714(8) | | Murdo Gordon | 3/6/2023 | 3/6/2023 | (2) | (2) | 7,525,500 | | | | | | | | | | 5/2/2023 | 3/6/2023 | | | | (3) | 9,901 | 19,802 | | | | 2,499,903(6) | | | 5/2/2023 | 3/6/2023 | | | | | | | 4,237 | | | 999,805(7) | | | 5/2/2023 | 3/6/2023 | | | | | | | | 35,833 | 235.97 | 1,499,969(8) | | David M. Reese | 3/6/2023 | 3/6/2023 | (2) | (2) | 7,525,500 | | | | | | | | | | 5/2/2023 | 3/6/2023 | | | | (3) | 8,911 | 17,822 | | | | 2,249,938(6) | | | 5/2/2023 | 3/6/2023 | | | | | | | 3,814 | | | 899,990(7) | | | 5/2/2023 | 3/6/2023 | | | | | | | | 32,250 | 235.97 | 1,349,985(8) | | Peter H. Griffith | 3/6/2023 | 3/6/2023 | (2) | (2) | 7,525,500 | | | | | | | | | | 5/2/2023 | 3/6/2023 | | | | (3) | 8,911 | 17,822 | | | | 2,249,938(6) | | | 5/2/2023 | 3/6/2023 | | | | | | | 3,814 | | | 899,990(7) | | | 5/2/2023 | 3/6/2023 | | | | | | | | 32,250 | 235.97 | 1,349,985(8) | | Esteban Santos | 3/6/2023 | 3/6/2023 | (2) | (2) | 7,525,500 | | | | | | | | | | 5/2/2023 | 3/6/2023 | | | | (3) | 8,317 | 16,634 | | | | 2,099,959(6) | | | 5/2/2023 | 3/6/2023 | | | | | | | 3,559 | | | 839,817(7) | | | 5/2/2023 | 3/6/2023 | | | | | | | | 30,100 | 235.97 | 1,259,986(8) |

  182. Grants of Plan-Based Awards

    | (1) Reflects the date on which the grants were approved by the Compensation Committee. |

  183. Grants of Plan-Based Awards

    | (2) Represents awards to our NEOs made under our EIP. For our EIP participants, the “maximum” amounts shown in the table above reflect the largest possible payments under our EIP for the 2023 performance period, based on non-Generally Accepted Accounting Principles, or non-GAAP, net income, as defined for the EIP and reported and reconciled in Appendix B. There are no thresholds or targets under the EIP. The EIP provides that the Compensation Committee may use “negative discretion” to award any amount that does not exceed the maximum. Consistent with its practice since the EIP was approved by our stockholders, the Compensation Committee employed the pre-established Company performance goals under our Global Management Incentive Plan, or GMIP, as illustrated in the table below, in determining the actual amounts awarded under the EIP in 2023. |

  184. Grants of Plan-Based Awards

    Our 2023 Company performance goals under the GMIP were financial and operating performance goals weighted as follows: (1) Deliver Results (60%)—30% Revenues and 30% Non-GAAP Net Income (as reported and reconciled in Appendix B); (2) Progress Innovative Pipeline (30%); and (3) Deliver Annual Priorities (10%). There are no payouts for below-threshold performance on any of our Company financial performance goals. Threshold performance on our “Deliver Results” and “Progress Innovative Pipeline” goals results in 50% earned for those metrics. Certain measurements of performance for the non-financial metrics are more subjective in nature and could result in a very small payout percentage (less than 1% of an annual cash incentive award) and, as such, no threshold amounts are shown in the tables. The 2023 Company performance goals under the GMIP at target and maximum payout levels, which are based on a multiple of salary, are shown in the table below. Maximum performance under all of the performance metrics results in 225% of target payout opportunity being earned. The actual amounts awarded under our Company operating performance goals for 2023 were based on achievement of 159.3% performance against target and are reported as “Non-Equity Incentive Plan Compensation” in our “Summary Compensation Table” and are shown in the table below. For a description of our pre-established Company performance goals and the use of the GMIP in the Compensation Committee’s exercise of negative discretion see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards” in our Compensation Discussion and Analysis.

  185. Grants of Plan-Based Awards

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($) | | | Non-Equity Incentive Plan Compensation($) | | Name | Threshold | Target | Maximum | Actual | | Robert A. Bradway | — | 2,676,669 | 6,022,505 | 4,264,000 | | Murdo Gordon | — | 1,143,004 | 2,571,759 | 1,821,000 | | David M. Reese | — | 1,211,104 | 2,724,984 | 1,929,000 | | Peter H. Griffith | — | 1,082,227 | 2,435,011 | 1,724,000 | | Esteban Santos | — | 1,059,881 | 2,384,732 | 1,688,000 |

  186. Grants of Plan-Based Awards

    | (3) Reflects estimated payouts regarding performance units granted during 2023 for the 2023-2025 performance period for NEOs. The number of units granted (which equals the target number of units of the award) will be multiplied by a payout percentage, which can range from 0% to 200%, to determine the number of units earned by the participant at the end of the performance period. Shares of our Common Stock will be issued on a one-for-one basis for each performance unit earned. |

  187. Grants of Plan-Based Awards

    For all the NEOs, the payout percentage for the 2023-2025 performance period is earned based on two non-GAAP annual operating measures, with the total that can be earned under such operating measures ranging from 30% to 170%, which is then modified up or down by up to 30 percentage points based on our relative TSR performance ranking over the three-year performance period. The non-GAAP operating measures are: (1) earnings per share; and (2) return on invested capital, or ROIC. Each of the operating measures are measured against pre-established goals for every year in the 2023-2025 performance period, which runs from January 1, 2023 through December 31, 2025. All goals are set at the commencement of the three-year performance period. Each applicable operating measure is weighted equally (one-half per measure) to determine the total operating measure percentage for that year. At the end of the performance period, the final annual operating performance percentages for each of the three years are averaged to determine the score for the three-year performance period. The TSR modifier is based on how the TSR of our Common Stock ranks relative to the TSRs of the companies that are listed in the S&P 500, as defined (the Reference Group), over the period from the date of grant through the end of the performance period. If the rank of the TSR of our Common Stock equals or exceeds the 75th percentile or equals or is less than the 25th percentile, the TSR modifier increases or decreases the payout by 30 percentage points, respectively. If the TSR of our Common Stock is at the 50th percentile, the TSR modifier is zero. Linear interpolation is used to determine the TSR modifier if the rank of the TSR of our Common Stock falls between these percentiles. If our absolute TSR over the performance period is less than 0, however, then the modifier cannot be greater than 0. The Compensation Committee certifies the number of performance units earned and payable following completion of the performance period. All performance units accrue dividend equivalents deemed reinvested in shares and that are payable in shares only to the extent and when the underlying performance units are earned. For more information, see “Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis.

  188. Grants of Plan-Based Awards

    | (4) Reflects the RSUs granted during 2023 to our NEOs. RSUs accrue dividend equivalents that are deemed reinvested in shares and payable only to the extent and when the underlying RSUs vest and are issued to the recipient. Our RSUs generally vest over four years with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date, subject to continued service through the vesting date. |

  189. Grants of Plan-Based Awards

    | (5) Reflects the 2023 annual grant of non-qualified stock options to our NEOs. Our stock options generally vest over four years with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date, subject to continued service through the vesting date. |

  190. Grants of Plan-Based Awards

    | (6) Reflects the grant date fair values of performance units granted to our NEOs for the 2023-2025 performance period determined in accordance with ASC 718, based on the number of performance units granted multiplied by: (i) 100% which is the operating measure percentage earnout based on the probable outcomes of financial performance measures over the three-year performance period as of the grant date; and (ii) the grant date fair value per unit of $252.49 which reflects the impact of the TSR modifier of $16.52 per share, which is a market condition. The grant date fair value per unit was calculated using a payout simulation model with the following key assumptions: risk-free interest rate of 3.7%; volatility of the price of our Common Stock of 21.6%; the closing price of our Common Stock on the grant date of $235.97 per share; volatilities of the prices of the stocks of the Reference Group; and the correlations of returns of our Common Stock and the stocks of the Reference Group to simulate TSRs and their resulting impact on the payout percentages based on the contractual terms of the performance units. |

  191. Grants of Plan-Based Awards

    | (7) Reflects the grant date fair values of RSUs granted during 2023 determined in accordance with ASC 718 based on the number of RSUs granted multiplied by the grant date fair value per unit of $235.97. The grant date fair value per unit equals the closing price of our Common Stock on the grant date. RSUs accrue dividends that are deemed reinvested in shares and payable only when, and to the extent that, the underlying RSUs vest and are issued to the participant. |

  192. Grants of Plan-Based Awards

    | (8) Reflects the grant date fair values of stock options granted during 2023 determined in accordance with ASC 718 based on the number of options granted multiplied by the grant date fair value per option of $41.86. The grant date fair value of an option was determined using a Black-Scholes option valuation model with the following key assumptions: risk-free interest rate of 3.4%; expected life of 5.7 years; expected volatility of the price of our Common Stock of 23.3%; expected dividend yield of 3.5%; and the exercise price of $235.97. |

  193. Grants of Plan-Based Awards

    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.

  194. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth summary information regarding the outstanding equity awards held by each of our NEOs at December 31, 2023.

  195. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exerciseable (#) | Number of Securities Underlying Unexercised Options Unexerciseable (#) | Option Exercise Price ($/Option) | Option Expiration Date(1) | Number of Shares of Units of Stock That Have Not Yet Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | | Stock Options(1) | | | | Restricted Stock Units and Dividend Equivalents | | Performance Units and Dividend Equivalents | | | Robert A. Bradway | 0 | 114,040 | 235.97 | 5/2/2033 | 42,825 | 12,334,457 | 64,666(4) | 18,625,101 | | | 0 | 112,508 | 230.92 | 5/2/2032 | | | 34,053(5) | 9,807,945 | | | 38,051 | 77,256 | 239.64 | 4/30/2031 | | | 41,133(6) | 11,847,127 | | | 67,340 | 34,691 | 236.36 | 5/5/2030 | | | | | | | 137,840 | 0 | 177.31 | 5/3/2029 | | | | | | | 108,444 | 0 | 177.46 | 4/27/2028 | | | | | | | 130,718 | 0 | 162.60 | 5/1/2027 | | | | | | | 119,782 | 0 | 156.35 | 5/3/2026 | | | | | | Murdo Gordon | 0 | 35,833 | 235.97 | 5/2/2033 | 13,317 | 3,835,562 | 20,318(4) | 5,851,990 | | | 0 | 35,352 | 230.92 | 5/2/2032 | | | 10,699(5) | 3,081,526 | | | 11,956 | 24,275 | 239.64 | 4/30/2031 | | | 12,924(6) | 3,722,370 | | | 19,173 | 9,877 | 236.36 | 5/5/2030 | | | | | | | 39,382 | 0 | 177.31 | 5/3/2029 | | | | | | David M. Reese | 0 | 32,250 | 235.97 | 5/2/2033 | 12,303 | 3,543,510 | 18,287(4) | 5,267,022 | | | 0 | 31,817 | 230.92 | 5/2/2032 | | | 9,629(5) | 2,773,345 | | | 11,478 | 23,304 | 239.64 | 4/30/2031 | | | 12,407(6) | 3,573,464 | | | 19,173 | 9,877 | 236.36 | 5/5/2030 | | | | | | | 39,382 | 0 | 177.31 | 5/3/2029 | | | | | | | 7,807 | 0 | 177.46 | 4/27/2028 | | | | | | | 8,714 | 0 | 162.60 | 5/1/2027 | | | | | | | 8,711 | 0 | 156.35 | 5/3/2026 | | | | | | Peter H. Griffith | 0 | 32,250 | 235.97 | 5/2/2033 | 11,780 | 3,392,876 | 18,287(4) | 5,267,022 | | | 0 | 31,817 | 230.92 | 5/2/2032 | | | 9,629(5) | 2,773,345 | | | 9,565 | 19,420 | 239.64 | 4/30/2031 | | | 10,338(6) | 2,977,551 | | | 18,705 | 9,636 | 236.36 | 5/5/2030 | | | | | | Esteban Santos | 0 | 30,100 | 235.97 | 5/2/2033 | 11,701 | 3,370,122 | 17,068(4) | 4,915,925 | | | 0 | 29,695 | 230.92 | 5/2/2032 | | | 8,987(5) | 2,588,436 | | | 11,358 | 23,062 | 239.64 | 4/30/2031 | | | 12,278(6) | 3,536,310 | | | 18,705 | 9,636 | 236.36 | 5/5/2030 | | | | | | | 34,460 | 0 | 177.31 | 5/3/2029 | | | | | | | 24,291 | 0 | 177.46 | 4/27/2028 | | | | | | | 30,501 | 0 | 162.60 | 5/1/2027 | | | | | | | 8,711 | 0 | 156.35 | 5/3/2026 | | | | |

  196. Outstanding Equity Awards at Fiscal Year-End

    | (1) In general, stock options expire on the tenth anniversary of their grant date. If a retirement-eligible staff member retires, their stock options continue to vest and expire on the earlier of: (i) the fifth anniversary of their retirement date; or (ii) the end of the option term. Stock options vest at a rate of approximately 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. The grant date is 10 years preceding the expiration date in the table. |

  197. Outstanding Equity Awards at Fiscal Year-End

    | (2) The following table shows the vesting of RSUs and related accrued dividend equivalents (rounded down to the nearest whole number of units) outstanding as of December 31, 2023. RSUs accrue dividends that are deemed reinvested in shares and payable only when, and to the extent that, the underlying RSUs vest and are issued to the participant. |

  198. Outstanding Equity Awards at Fiscal Year-End

    | | Granted on | | | | | Name | May 2, 2023(a) | May 2, 2022(a) | April 30, 2021(b) | May 5, 2020(c) | | Robert A. Bradway | 13,837 | 14,597 | 9,730 | 4,661 | | Murdo Gordon | 4,347 | 4,586 | 3,057 | 1,327 | | David M. Reese | 3,913 | 4,127 | 2,936 | 1,327 | | Peter H. Griffith | 3,913 | 4,127 | 2,446 | 1,294 | | Esteban Santos | 3,651 | 3,852 | 2,904 | 1,294 |

  199. Outstanding Equity Awards at Fiscal Year-End

    | (a) Scheduled to vest at a rate of approximately 33%, 33%, and 34% on the second, third, and fourth anniversaries of the grant date, respectively. |

  200. Outstanding Equity Awards at Fiscal Year-End

    | (b) Scheduled to vest in approximately equal amounts on each of the third and fourth anniversaries of the grant date. |

  201. Outstanding Equity Awards at Fiscal Year-End

    | (c) Scheduled to vest on the fourth anniversary of the grant date. |

  202. Outstanding Equity Awards at Fiscal Year-End

    | (3) The market values of RSUs and performance units (and related dividend equivalents) were calculated by multiplying the number of RSUs outstanding or the number of performance units as determined in accordance with the SEC, rules and footnotes 4 through 6 below, as applicable, by the closing price of our Common Stock on December 31, 2023 ($288.02). |

  203. Outstanding Equity Awards at Fiscal Year-End

    | (4) Reflects the sum of the number of performance units granted for the 2023–2025 performance period (January 1, 2023 to December 31, 2025) and the related dividend equivalents accrued through December 31, 2023, multiplied by the maximum payout percentage of 200%. As required by SEC rules, the maximum payout percentage is disclosed in the table because the estimated payout percentage as of December 31, 2023 is greater than a target level of performance of the performance units granted (based on the sum of: (1) the estimated outcomes of our operating measures to be achieved; and (2) the TSR modifier based on our TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the May 2, 2023 grant date to December 31, 2023). The number of dividend equivalents multiplied by the 200% payout percentage (rounded down to the nearest whole number of units) included in the table above are as follows: 1,644 units for Mr. Bradway; 516 units for Mr. Gordon; 465 units for Dr. Reese and Mr. Griffith; and 434 units for Mr. Santos. Dividend equivalents are only paid when and to the extent the underlying performance units are earned. |

  204. Outstanding Equity Awards at Fiscal Year-End

    | (5) Reflects the sum of the number of performance units granted for the 2022–2024 performance period (January 1, 2022 to December 31, 2024) and the related dividend equivalents accrued through December 31, 2023, multiplied by the target payout percentage of 100%. As required by SEC rules, the target payout percentage is disclosed in the table because the estimated payout percentage as of December 31, 2023 is less than the target level of performance of the performance units granted (based on the sum of: (1) the estimated outcomes of our operating measures to be achieved; and (2) the TSR modifier based on our TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the May 2, 2022 grant date to December 31, 2023). The number of dividend equivalents multiplied by the 100% payout percentage (rounded down to the nearest whole number of units) included in the table above are as follows: 1,904 units for Mr. Bradway; 598 units for Mr. Gordon; 538 units for Dr. Reese and Mr. Griffith; and 502 units for Mr. Santos. Dividend equivalents are only paid when and to the extent the underlying performance units are earned. |

  205. Outstanding Equity Awards at Fiscal Year-End

    | (6) Reflects the number of performance units granted for the 2021-2023 performance period (January 1, 2021 to December 31, 2023), and related dividend equivalents accrued through December 31, 2023, multiplied by the actual payout percentage of 120.4%, which is based on our actual performance under our operating measures of 95.3% and the relative TSR percentage modifier of 25.1 percentage points based on our actual TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the April 30, 2021 grant date to December 31, 2023. The number of dividend equivalents multiplied by the 120.4% payout percentage noted above (rounded down to the nearest whole number of units) included in the table above are as follows: 3,520 units for Mr. Bradway; 1,106 units for Mr. Gordon; 1,061 units for Dr. Reese; 884 units for Mr. Griffith; and 1,050 units for Mr. Santos. Since these performance units were paid in 2024, they will be reflected in the “Option Exercises and Stock Vested” table as vested shares in next year’s proxy statement. |

  206. Outstanding Equity Awards at Fiscal Year-End

    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.

  207. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the exercise of options, the vesting of RSUs, and the payment of performance units earned for the 2020-2022 performance period (and related dividend equivalents, as applicable) for each of our NEOs during the year ended December 31, 2023. The RSUs and performance units vested and converted to one share of our Common Stock for each vested RSU and performance unit. The 2020-2022 performance units had a performance period from January 1, 2020 through December 31, 2022 and became payable as shares upon certification by our Compensation Committee in March 2023.

  208. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Securities Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Robert A . Bradway | 0 | 0 | 43,312 | 10,181,048 | | Murdo Gordon | 0 | 0 | 12,473 | 2,932,965 | | David M. Reese | 0 | 0 | 12,414 | 2,918,840 | | Peter H. Griffith | 0 | 0 | 17,284 | 4,206,869 | | Esteban Santos | 0 | 0 | 11,956 | 2,811,248 |

  209. Option Exercises and Stock Vested

    | (1) There were no option exercises during the year ended December 31, 2023. |

  210. Option Exercises and Stock Vested

    | (2) The value shown is the closing price of a share of our Common Stock on the business days immediately prior to the vesting dates of RSUs and to the payment date for the performance units, as applicable, multiplied by the number of units vested/paid, including cash received in lieu of fractional dividend equivalents. |

  211. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth summary information regarding aggregate contributions to and account balances under our SRP and NDCP for, and as of, the year ended December 31, 2023. There were no withdrawals by any of the NEOs in 2023.

  212. Nonqualified Deferred Compensation

    | Name | 2023 Employee Contributions ($)(1) | 2023 Company Contributions ($)(2) | 2023 Earnings (Losses) ($)(3) | Balance as of 12/31/2023 ($)(4) | | Robert A . Bradway | 710,293 | 457,645 | 2,504,107 | 22,200,001 | | Murdo Gordon | 110,035 | 214,600 | 561,688 | 3,553,943 | | David M. Reese | 0 | 227,810 | 222,274 | 2,188,400 | | Peter H. Griffith | 1,020,018 | 201,423 | 536,833 | 5,418,291 | | Esteban Santos | 0 | 196,588 | 652,283 | 4,640,386 |

  213. Nonqualified Deferred Compensation

    | (1) Reflects the portions of the annual cash incentive awards deferred and contributed to the NDCP in the amount of $624,400 by Mr. Bradway and $1,009,600 by Mr. Griffith which was included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in 2022, the year it was earned. Also reflects a portion of the salary deferred and contributed to the NDCP in the amount of $85,893 by Mr. Bradway, $110,035 by Mr. Gordon and $10,418 by Mr. Griffith that was included in the “Salary” column of the “Summary Compensation Table” in 2023, the year it was earned. |

  214. Nonqualified Deferred Compensation

    | (2) Reflects credits to the SRP, which are subject to a three-year cliff vesting requirement, with vesting accelerated under certain circumstances. |

  215. Nonqualified Deferred Compensation

    | (3) Reflects earnings/(losses) in the NDCP and SRP for 2023. |

  216. Nonqualified Deferred Compensation

    | (4) Reflects balances in the NDCP and SRP on December 31, 2023. All amounts are vested. These balances include the following aggregate amounts that are reported as compensation in this proxy statement in the “Summary Compensation Table” in 2023, 2022, and 2021: $2,138,592 for Mr. Bradway; $777,495 for Mr. Gordon; $678,195 for Dr. Reese; $2,762,431 for Mr. Griffith; and $612,024 for Mr. Santos. |

  217. 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 with eligible compensation in excess of the Internal Revenue Code’s qualified plan compensation limit. The Company credits to the SRP a 10% contribution on such compensation to represent the equivalent percentage of Company contributions that could 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 voluntarily deferred by a participant into the NDCP. No “above market” crediting rates are offered under the SRP and employee contributions to the SRP are not permitted. The SRP and the NDCP are unfunded plans for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. Deferred amounts are our general unsecured obligations and are subject to our ongoing financial solvency. We have established a grantor trust (a so-called “rabbi” trust) for the purpose of accumulating funds to assist us in satisfying our obligations under the NDCP. Earnings on amounts contributed to our SRP and NDCP, like our 401(k) Plan, are based on participant selections among the deemed investment options selected by 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 for NDCP or SRP participants to invest through a brokerage window or in our Common Stock. The investment options available to NDCP and SRP participants also differ from our 401(k) in that they include six target date portfolios which are used as default investment options (the “Target Retirement Portfolios”). The investment options available during 2023 are described in the subsection “Investment Options Under the 401(k), Supplemental Retirement, and Nonqualified Deferred Compensation Plans” below. Invested credits can be reallocated among available plan investment options on any business day and effective at the close of business on that day (subject to the time of day the reallocation request is made on a day the market is open).

  218. Nonqualified Deferred Compensation Plan

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

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

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

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

    | Name of Investment Option(1) | Rate of Return for 2023 | Name of Investment Option(1) | Rate of Return for 2023 | | Target Retirement Portfolio Options | | Capital Preservation | 2.55% | | Amgen Target Retirement Portfolio Income | 13.37% | Fixed Income Index | 5.48% | | Amgen Target Retirement Portfolio 2020 | 13.68% | Fixed Income Active | 6.91% | | Amgen Target Retirement Portfolio 2030 | 15.34% | International Equity Index | 15.52% | | Amgen Target Retirement Portfolio 2040 | 19.31% | International Equity Active | 19.31% | | Amgen Target Retirement Portfolio 2050 | 21.77% | U.S. Equity Index | 25.98% | | Amgen Target Retirement Portfolio 2060 | 21.81% | U.S. Equity Active | 25.08% |

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

    | (1) We retain the right to change, at our discretion, the available investment options. |

  222. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  223. Long-Term Incentive Equity Awards

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

  224. Estimated Potential Payments

    Estimated Potential Payments The tables below set forth the estimated current value of payments and benefits: (i) to each of our NEOs upon a change of control, upon a qualifying termination within two years following a change of control, or upon death or disability; (ii) to Mr. Bradway, Dr. Reese, and Mr. Santos upon retirement. All amounts shown in the tables below assume that the triggering events occurred on December 31, 2023 and do not include: (i) the 2021-2023 performance unit awards and the 2023 EIP payouts, which were earned as of December 31, 2023; (ii) other benefits earned during the term of our NEO’s employment that are available to all salaried staff members, such as accrued vacation; (iii) benefits paid by insurance providers under life and disability policies; and (iv) benefits previously accrued and vested under the SRP and the NDCP. For information on the accrued amounts payable under these plans, see the “Nonqualified Deferred Compensation” table above. The actual amounts of payments and benefits that would be provided can only be determined at the time of a change of control and/or the NEO’s separation from the Company. In accordance with SEC rules, the value of accelerated equity awards shown in the tables below was calculated using the closing price of our Common Stock on December 31, 2023 ($288.02). The amounts shown for accelerated stock options is the difference between the closing price at December 31, 2023 ($288.02), and the exercise price of unvested stock options, multiplied by the number of unvested stock options. The value per unit of accelerated RSUs and performance units, including the related accrued dividend equivalents (rounded down to the nearest whole number of units), equals the closing price at December 31, 2023 ($288.02) multiplied by the number of units and dividend equivalents vested or earned, as applicable, as a result of such event.

  225. Pay Versus Performance

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

  226. Pay Versus Performance

    | Year | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for CEO($) | Compensation Actually Paid to CEO($) (1)(2) | Average Summary Compensation Table Total for non-CEO Named Executive Officers($) | Average Compensation Actually Paid to Non-CEO Named Executive Officers (1)(2) | Amgen Total Shareholder Return($) (3) | Peer Group Total Shareholder Return($) (3)(4) | Net Income ($M) | Non-GAAP EPS($) (5) | | 2023 | 22,643,650 | 29,105,407 | 7,730,150 | 9,701,292 | 135.10 | 140.78 | 6,717 | 18.65 | | 2022 | 21,399,733 | 41,655,553 | 7,211,427 | 12,777,767 | 119.07 | 140.14 | 6,552 | 17.69 | | 2021 | 21,721,154 | 17,040,728 | 7,358,134 | 5,869,521 | 98.87 | 126.48 | 5,893 | 17.10 | | 2020 | 20,131,408 | 14,724,312 | 6,736,942 | 5,571,375 | 98.01 | 102.57 | 7,264 | 16.60 |

  227. Pay Versus Performance

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

  228. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    Summary Compensation Table to Compensation Actually Paid Reconciliation Table

  229. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | | | | Required Adjustments to Summary Compensation Table Totals to Determine “Compensation Actually Paid” | | | | | | | | Year | Summary Compensation Table Total($) | Summary Compensation Table Value of Stock Awards($) | Summary Compensation Table Value of Option Awards($) | Fair Value as of Year End of Equity Awards Granted During the Year($) | Year-Over-Year Increase (Decrease) in Fair Value as of Year End of Unvested Awards Granted in Prior Years($) | Increase (Decrease) From Prior Year End in Fair Value of Awards That Vested During the Year($) | Compensation Actually Paid($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g)=(a)-(b)-(c)+(d)+(e)+(f) | | Robert A. Bradway | 2023 | 22,643,650 | 11,138,503 | 4,773,714 | 23,595,558 | 1,094,746 | (2,316,330) | 29,105,407 | | | 2022 | 21,399,733 | 11,138,544 | 4,773,714 | 20,800,961 | 11,751,273 | 3,615,844 | 41,655,553 | | | 2021 | 21,721,154 | 11,138,622 | 4,773,710 | 13,805,997 | (2,572,161) | (1,930) | 17,040,728 | | | 2020 | 20,131,408 | 10,079,676 | 4,319,993 | 13,341,787 | (3,546,758) | (802,456) | 14,724,312 | | Average of Other NEOs | 2023 | 7,730,150 | 3,184,835 | 1,364,981 | 6,746,746 | 294,430 | (520,218) | 9,701,292 | | | 2022 | 7,211,427 | 3,184,719 | 1,364,984 | 5,947,522 | 3,219,024 | 949,497 | 12,777,767 | | | 2021 | 7,358,134 | 3,246,014 | 1,391,226 | 4,023,392 | (640,566) | (234,199) | 5,869,521 | | | 2020 | 6,736,942 | 2,834,702 | 1,214,968 | 3,752,153 | (650,362) | (217,688) | 5,571,375 |

  230. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | (2) Stock option fair values are calculated at each measurement date using a Black-Scholes valuation model, consistent with the approach used to value the awards at the grant date. Stock option fair values as of each measurement date were determined using updated assumptions (the closing stock price of our Common Stock as of the measurement date, risk-free interest rate, expected life, expected volatility of the price of our Common Stock, and expected dividend yield) and changes in fair value are primarily driven by increases or decreases in the price of the Company’s Common Stock as of each measurement date. |

  231. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    100

  232. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | Performance unit fair values are calculated using a payout simulation model, consistent with the approach used to value the awards at the grant date. Performance unit fair values as of each measurement date were determined using updated assumptions (risk-free interest rate, volatility of the price of our Common Stock, the closing price of our Common Stock on the measurement date, volatilities of the prices of the stocks of the Reference Group (as defined in footnote 3 to the “Grant of Plan-Based Awards” table in our Executive Compensation Tables), and the correlations of returns of our Common Stock and the stocks of the Reference Group to simulate total shareholder returns and their resulting impact on the payout percentages based on the contractual terms of the performance units) and changes in fair value are primarily driven by increases or decreases in the price of the Company’s Common Stock as of each measurement date. |

  233. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | (3) Pursuant to the SEC rules, total shareholder return, or TSR, reflects an initial investment of $100 on December 31, 2019. All values assume reinvestment of the pretax value of dividends, are calculated as of December 31 of each year, and are weighted according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. |

  234. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | (4) The peer group for each listed fiscal year consists of the companies listed as our executive compensation benchmarking peer group in the Compensation Discussion and Analysis specific for that year. For 2020, the companies included: Allergan plc (until July 2020); Abbvie, Inc.; AstraZeneca plc; Biogen Inc.; Bristol Myers Squibb Company; Celgene Corporation (until July 2020); Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc.; Johnson & Johnson; Merck & Co., Inc.; Novartis AG; Pfizer Inc.; Regeneron Pharmaceuticals, Inc.; Roche Holding AG; and Sanofi S.A. For 2021, 2022, and 2023, the peer group included: Abbvie, Inc.; AstraZeneca plc; Biogen Inc.; Bristol Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc.; Johnson & Johnson; Merck & Co., Inc.; Novartis AG; Pfizer Inc.; Regeneron Pharmaceuticals, Inc.; Roche Holding AG; and Sanofi S.A. |

  235. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    | (5) Non-Generally Accepted Accounting Principles, or non-GAAP, earnings per share for purposes of the Company selected measure is reported and reconciled in Appendix B . For 2020, non-GAAP earnings per share is reported and reconciled in Appendix B to our 2023 proxy statement filed with the SEC on April 6, 2023. |

  236. Summary Compensation Table to Compensation Actually Paid Reconciliation Table

    As the valuation methods for “compensation actually paid” required by the SEC differ from those required in the Summary Compensation Table (SCT), the graph below depicts a reconciliation of SCT amounts to the Compensation Actually Paid (CAP) amount in the Pay Versus Performance table for Mr. Bradway for fiscal 2023 derived from the Summary Compensation Table to the Compensation Actually Paid Reconciliation Table above.

  237. Compensation Actually Paid and Performance Measures

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

  238. Compensation Actually Paid and Performance Measures

    | (1) Compensation Actually Paid Compared to Total Shareholder Return | | |

  239. Compensation Actually Paid and Performance Measures

    | (2) Compensation Actually Paid Compared to Net Income | | |

  240. Compensation Actually Paid and Performance Measures

    | (3) Compensation Actually Paid Compared to Non-GAAP Earnings Per Share | | |

  241. Compensation Actually Paid and Performance Measures

    | (1) Non-GAAP earnings per share for purposes of the Company selected measure is reported and reconciled in Appendix B . For 2020, non-GAAP earnings per share is reported and reconciled in Appendix B to our 2023 proxy statement filed with the SEC on April 6, 2023. |

  242. Compensation Actually Paid and Performance Measures

    102

  243. Director Compensation

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

  244. 2023 Director Compensation

    2023 Director Compensation

  245. 2023 Director Compensation

    | Position | Annual Cash Retainer ($) | Annual Equity Awards (Restricted Stock Units Grant Date Market Value) ($) | | Non-Employee Director | 105,000 | 210,000 | | Lead Independent Director Retainer | 40,000 | — | | Committee Chair Retainers | | — | | Audit Committee Chair | 30,000 | — | | Other Committee Chairs (Compensation and Management Development, Corporate Responsibility and Compliance, and Governance and Nominating Committees) | 20,000 | — | | Committee Member Meeting Retainer | 12,500 | — |

  246. 2023 Director Compensation

    Equity Incentives. Each non-employee director received an automatic annual grant of restricted stock units, or RSUs, on the date of the annual meeting of stockholders, with a grant date fair market value of $210,000, based on the closing price of our Common Stock on the grant date (rounded down to the nearest whole number). The RSUs vest immediately, and to further support long-term holding, a director may choose to defer receipt of such shares. Directors who elect to defer receipt of the shares accrue dividend equivalents on the vested RSUs during the deferral period. Further, to increase their equity holdings, a director may also elect to receive deferred vested RSUs in lieu of up to 100% of his or her cash compensation. Director Stock Ownership Guidelines. All non-employee directors are expected to hold the equivalent of five times the Board annual cash retainer ($525,000 in 2023) in our Common Stock while serving as a non-employee director. All non-employee directors are expected to comply with the stock ownership guidelines on or before December 31st of the calendar year in which the fifth anniversary of their first date of election by stockholders falls. For purposes of the Board stock ownership guidelines, issued and outstanding shares of our Common Stock held beneficially or of record by the non-employee director, issued and outstanding shares of our Common Stock held in a qualifying trust (as defined in the guidelines), and vested RSUs that are deferred will count towards satisfying these stock ownership guidelines. All directors with compliance dates that were on or prior to December 31, 2023, met the stock ownership guidelines as of those dates. Board members are subject to our insider trading policy that, among other things, prohibits engaging in short sales with respect to the Company’s securities, purchasing or pledging the Company’s stock on margin(1), or entering into any hedging, derivative or similar transactions with respect to the Company’s securities. Expenses. Directors are entitled to reimbursement of their expenses incurred in connection with attendance at Board and committee meetings and conferences with our Senior Management. We make tax gross-up payments to our directors to reimburse them for additional income taxes imposed when we are required to impute income on perquisites that we

  247. 2023 Director Compensation

    | (1) With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |

  248. 2023 Director Compensation

    provide. Guests of our Board members are occasionally invited to Board events, and we may pay or reimburse travel expenses and may provide transportation on our aircraft for both the director and his or her guest. Deferred Compensation. Non-employee directors are eligible to participate in the Nonqualified Deferred Compensation Plan that we maintain for our staff members (see “Nonqualified Deferred Compensation” in our Executive Compensation Tables above for more information). Earnings under this plan are market-based—there are no “above market” or guaranteed rates of returns. Charitable Contributions. Through The Amgen Foundation, Inc., the Company maintains a charitable contributions matching gift program for all eligible staff members and non-employee directors. The Amgen Foundation, Inc. matches, on a dollar-for-dollar basis, qualifying donations made by directors to eligible organizations, up to $20,000 per person, per year. Separate from, and in addition to, this ongoing annual program, in response to catastrophic events and natural disasters, The Amgen Foundation, Inc. matches, on a dollar-for-dollar basis, donations to specified disaster relief organizations.

  249. Changes to Director Compensation for 2024

    Changes to Director Compensation for 2024 In October 2023, as part of its oversight and periodic review, the Governance and Nominating Committee, or Governance Committee, reviewed our director compensation program. Director compensation was last evaluated by the Governance Committee in October 2020. To advise on director compensation, the Governance Committee retained Frederic W. Cook & Co., Inc., or FW Cook, as an independent consultant to the Governance Committee. FW Cook provided detailed director pay comparisons against the same peer group companies that are used in assessing compensation for our executive officers. FW Cook determined that director compensation practices had migrated since the Governance Committee’s last review and the Board’s last approval of changes to the director compensation program in 2020. Based on this review and recommendations by FW Cook, the Governance Committee recommended to the Board, and the Board approved, changes to the compensation of our non-employee directors, effective January 1, 2024, to align our director compensation program to market compensation levels. Specifically, the Board modified the structure of director compensation to: (i) slightly increase the amounts of the annual cash retainer and the value of the directors’ annual equity (RSU) award; and (ii) increase the lead independent director retainer. Our Board believes that these changes are appropriate given the compensation levels that were indicated by the market data and FW Cook’s recommendations. Other than the changes described in this section, director compensation remains the same as in 2023.

  250. Director Compensation Effective January 1, 2024

    Director Compensation Effective January 1, 2024

  251. Director Compensation Effective January 1, 2024

    | Position | Annual Cash Retainer ($) | Annual Equity Awards (Restricted Stock Units Grant Date Market Value) ($) | | Non-Employee Director | $115,000(1)(2) | $220,000(1) | | Lead Independent Director Retainer | $50,000(1) | — | | Committee Chair Retainers | | — | | Audit Committee Chair | $30,000(3) | — | | Other Committee Chairs (Compensation and Management Development, Corporate Responsibility and Compliance, and Governance Committees) | $20,000(3) | — | | Committee Member Meeting Retainer | $12,500(3) | — |

  252. Director Compensation Effective January 1, 2024

    | (1) Amounts for these elements of director compensation were each increased by $10,000 as compared to director compensation in 2023. |

  253. Director Compensation Effective January 1, 2024

    | (2) Has the effect of increasing the non-employee director stock ownership requirement of five times the annual cash retainer to $575,000. |

  254. Director Compensation Effective January 1, 2024

    | (3) No changes were made to these elements of director compensation. |

  255. Director Compensation Table

    Director Compensation Table The following table shows compensation of the non-employee members of our Board for 2023. Robert A. Bradway, our Chairman of the Board, Chief Executive Officer and President is not included in the table as he is an employee and, thus, receives no compensation for his service as a director.

  256. Director Compensation Table

    | Non-Employee Director | Fees Earned or Paid in Cash($)(2) | Stock Awards($)(3)(4) | All Other Compensation($)(5) | Total($) | | Wanda M. Austin | 130,000 | 209,791 | 20,129 | 359,920 | | Michael Drake(1) | 0 | 339,791 | 129 | 339,920 | | Brian J. Druker | 130,000 | 209,791 | 20,129 | 359,920 | | Robert A. Eckert | 190,000 | 209,791 | 20,129 | 419,920 | | Greg C. Garland | 150,000 | 209,791 | 20,129 | 379,920 | | Charles M. Holley, Jr.(1) | 0 | 369,791 | 129 | 369,920 | | S. Omar Ishrak(1) | 0 | 339,791 | 26,683 | 366,474 | | Tyler Jacks | 130,000 | 209,791 | 129 | 339,920 | | Ellen J. Kullman | 130,000 | 209,791 | 20,496 | 360,287 | | Amy E. Miles | 130,000 | 209,791 | 20,129 | 359,920 | | Ronald D. Sugar | 150,000 | 209,791 | 20,129 | 379,920 | | R. Sanders Williams | 130,000 | 209,791 | 21,072 | 360,863 |

  257. Director Compensation Table

    | (1) Drs. Drake and Ishrak and Mr. Holley elected to receive 100% of their respective annual retainer and committee meeting fees in deferred vested RSUs, the value of which are reflected in the stock awards column in accordance with Accounting Standards Codification Topic 718. |

  258. Director Compensation Table

    | (2) Reflects all cash fees earned by members of our Board for annual retainers. |

  259. Director Compensation Table

    | (3) Reflects the grant date fair values of RSUs determined in accordance with Accounting Standards Codification Topic 718 consisting of 939 RSUs granted on May 19, 2023, to each director named above. The grant date fair values of all of the annual awards are based on the closing price of our Common Stock on the grant date ($223.42) multiplied by the number of RSUs granted. Such grants occurred on the date of our annual meeting of stockholders. Directors who elect to defer receipt of the shares accrue dividend equivalents on the vested RSUs during the deferral period. All of the RSUs granted to directors were fully vested upon grant, and thus directors who do not elect to defer the vested RSUs receive shares of common stock upon grant. |

  260. Director Compensation Table

    | In addition to the annual grants discussed above, Drs. Drake and Ishrak and Mr. Holley elected to receive RSUs in lieu of cash fees earned in 2023 for 100% of their annual retainer and committee meeting fees (rounded down to the nearest whole number of units) as follows: |

  261. Director Compensation Table

    | | Granted on (but receipt deferred) | | | | Non-Employee Director | May 2, 2023 | August 8, 2023 | November 3, 2023 | | Michael Drake | 137 | 124 | 240 | | Charles M. Holley | 169 | 153 | 296 | | S. Omar Ishrak | 137 | 124 | 240 |

  262. Director Compensation Table

    | The grant date fair values per unit for these awards were $235.97, $260.80, and $269.86 for May 2, 2023, August 8, 2023, and November 3, 2023, respectively. Such grant dates occurred on the date that is two business days after release of our applicable quarterly earnings in accordance with the terms of our Director Equity Incentive Program. |

  263. Director Compensation Table

    | (4) Directors may elect to defer issuance of shares until a later date, which would result in a deferral of taxable income to the director until the lapse of such deferral. Upon the lapse of any applicable deferral period, the vested/deferred RSUs are paid in shares of our Common Stock on a one-for-one basis. The table below shows the aggregate number of deferred stock awards (deferred RSUs and dividend equivalents) outstanding for each non-employee director as of December 31, 2023. Deferred stock awards consist of vested RSUs for which receipt of the underlying shares of our Common Stock has been deferred (vested/deferred RSUs) and dividends on vested/deferred RSUs are deemed automatically reinvested to acquire additional vested/deferred RSUs. |

  264. Director Compensation Table

    | Non-Employee Director | Deferred Restricted Stock Units and Dividend Equivalents as of December 31, 2023(a) | | Wanda M. Austin | 0 | | Michael Drake | 2,318 | | Brian J. Druker | 5,836 | | Robert A. Eckert | 15,823 | | Greg C. Garland | 0 | | Charles M. Holley, Jr. | 8,641 | | S. Omar Ishrak | 2,900 | | Tyler Jacks | 12,458 | | Ellen J. Kullman | 11,081 | | Amy E. Miles | 2,777 | | Ronald D. Sugar | 19,232 | | R. Sanders Williams | 0 |

  265. Director Compensation Table

    | (a) RSUs and related dividend equivalents are all vested, but receipt has been deferred. RSUs and related dividend equivalents are rounded down to the nearest whole number of shares. Fractional shares are paid in cash. |

  266. Director Compensation Table

    | (5) The table below provides a summary of amounts paid by the Company for perquisites and other special benefits. |

  267. Director Compensation Table

    | Non-Employee Directors | Matching of Charitable Contributions ($)(a) | Personal Use of Aircraft(b) | | Personal Expenses While on Business Travel(c) | | Other(d) | | Total($) | | | | Aggregate Incremental Amounts($) | Tax Gross-Up ($) | Aggregate Incremental Amounts($) | Tax Gross- Up($) | Aggregate Incremental Amounts($) | Tax Gross- Up ($) | | | Wanda M. Austin | 20,000 | 0 | 0 | 0 | 0 | 129 | 0 | 20,129 | | Michael Drake | 0 | 0 | 0 | 0 | 0 | 129 | 0 | 129 | | Brian J. Druker | 20,000 | 0 | 0 | 0 | 0 | 129 | 0 | 20,129 | | Robert A. Eckert | 20,000 | 0 | 0 | 0 | 0 | 129 | 0 | 20,129 | | Greg C. Garland | 20,000 | 0 | 0 | 0 | 0 | 129 | 0 | 20,129 | | Charles M. Holley, Jr. | 0 | 0 | 0 | 0 | 0 | 129 | 0 | 129 | | S. Omar Ishrak | 20,000 | 2,751 | 3,803 | 0 | 0 | 129 | 0 | 26,683 | | Tyler Jacks | 0 | 0 | 0 | 0 | 0 | 129 | 0 | 129 | | Ellen J. Kullman | 20,000 | 204 | 26 | 0 | 137 | 129 | 0 | 20,496 | | Amy E. Miles | 20,000 | 0 | 0 | 0 | 0 | 129 | 0 | 20,129 | | Ronald D. Sugar | 20,000 | 0 | 0 | 0 | 0 | 129 | 0 | 20,129 | | R. Sanders Williams | 20,000 | 0 | 0 | 0 | 943 | 129 | 0 | 21,072 |

  268. Director Compensation Table

    | (a) These are charitable contributions of The Amgen Foundation, Inc. that matched the directors’ charitable contributions made in 2023. |

  269. Director Compensation Table

    | (b) Where guests accompany directors on our aircraft or where the director, for nonbusiness purposes, accompanies executives using our aircraft for business purposes, we typically incur de minimis incremental costs for transporting that person, but we are required to impute income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. The aggregate incremental cost of use of our aircraft is calculated based on our variable operating costs, which include crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, fuel, maintenance, and other smaller variable costs. In determining the incremental cost relating to fuel and trip related maintenance, we applied an estimate derived from our average costs. We believe that the use of this methodology is a reasonably accurate method for calculating fuel and trip-related maintenance costs. Because our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, our aircraft purchase costs, and the cost of maintenance not related to trips. |

  270. Director Compensation Table

    | (c) These amounts reflect the incremental costs of personal expenses of directors while on business travel and related imputed income to the director for his or her income tax purposes. We reimburse the director for the additional income taxes imposed on the director in these circumstances. |

  271. Director Compensation Table

    | (d) Amounts reflect the incremental costs of gifts given to the directors. |

  272. Stockholder Proposals and Director Nominees for Inclusion in our 2025 Proxy Statement

    Stockholder Proposals and Director Nominees for Inclusion in our 2025 Proxy Statement Proposals Pursuant to Rule 14a-8. Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our 2025 annual meeting of stockholders. To be eligible for inclusion in our 2025 proxy statement, your proposal must be received by our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799 or by facsimile number (805) 499-6751, no later than December 18, 2024, and must otherwise comply with Rule 14a-8 under the Exchange Act. While our Board of Directors, or Board, will consider stockholder proposals, we reserve the right to omit from our proxy statement stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8. Director Nominations Pursuant to Our Bylaws. Our Amended and Restated Bylaws of Amgen Inc., or Bylaws, permit an eligible stockholder, or group of up to 20 eligible stockholders, owning Amgen stock continuously for at least three years and shares representing an aggregate of at least 3% of our outstanding shares, to nominate and include in Amgen’s proxy materials director nominees constituting up to the greater of 20% of the Board or two directors, provided that the stockholder(s) and nominee(s) satisfy the requirements of the Bylaws (“Proxy Access”). To nominate a director pursuant to Proxy Access at the 2025 annual meeting of stockholders, you must comply with all of the procedures, information requirements, qualifications and conditions set forth in our Bylaws. A fully compliant nomination notice must be received by us no earlier than November 18, 2024, and no later than December 18, 2024, assuming the date of the 2025 annual meeting of stockholders is not more than thirty days before and not more than seventy days after the anniversary date of the 2024 Annual Meeting of Stockholders, or Annual Meeting, and such nomination notice must be delivered to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799 or by facsimile number (805) 499-6751.