DEF 14A of AbbVie Inc., Mar 18, 2024

DEF 14A of AbbVie Inc.

Filed Mar 18, 2024 · FY20230001558370-24-003496

Open on EDGAR

  1. Board Response to 2023 Simple Majority Stockholder Proposal

    | | Roxanne S. Austin Director Since: 2013 Age: 63 Committees: Compensation Primary Occupation: President, Austin Investment Advisors | | Business Experience: Ms. Austin is president of Austin Investment Advisors, a private investment and consulting firm. She chaired the U.S. Mid-market Investment Advisory Committee of EQT Partners from 2017 to 2023. Previously, Ms. Austin also served as the president and chief executive officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin served as president and chief operating officer of DIRECTV, Inc. Ms. Austin also served as executive vice president and chief financial officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Ms. Austin is also a director of Crowdstrike, Inc., Freshworks, Inc., and Verizon Communications Inc. Ms. Austin previously served as a director of Abbott Laboratories from 2000 to 2022, Teledyne Technologies, Inc. from 2006 to 2021, Target Corporation from 2002 to 2020, and Telefonaktiebolaget LM Ericsson from 2008 to 2016. | | | Key Contributions to the Board: | | | · Through her extensive management and operating roles, including her financial roles, Ms. Austin contributes significant oversight and leadership experience to the board, including financial expertise and knowledge of financial statements, corporate finance, and accounting matters. Ms. Austin also provides substantial cybersecurity and other information technology expertise, as a result of her role as a director at Crowdstrike, Inc., a cybersecurity technology company, and former director at Target Corporation, among other roles. | |

  2. Board Response to 2023 Simple Majority Stockholder Proposal

    | | Richard A. Gonzalez Director Since: 2013 Age: 70 Primary Occupation: Chairman of the Board and Chief Executive Officer, AbbVie Inc. | | Business Experience: Mr. Gonzalez is the chairman and chief executive officer of AbbVie, a position he has held since 2013. He served as Abbott’s executive vice president of the pharmaceutical products group from July 2010 to December 2012, and was responsible for Abbott’s worldwide pharmaceutical business, including commercial operations, research and development, and manufacturing. He also served as president, Abbott Ventures Inc., Abbott’s medical technology investment arm, from 2009 to 2011. Mr. Gonzalez joined Abbott in 1977 and held various management positions before briefly retiring in 2007, including: Abbott’s president and chief operating officer; president, chief operating officer of Abbott’s Medical Products Group; senior vice president and president of Abbott’s former Hospital Products Division; vice president and president of Abbott’s Health Systems Division; and divisional vice president and general manager for Abbott’s Diagnostics Operations in the United States and Canada. | | | Key Contributions to the Board: | | | · As a result of his service since 2013 as AbbVie’s chairman and chief executive officer and his more than 30-year career at Abbott, Mr. Gonzalez has developed valuable business, management, and leadership experience, as well as extensive knowledge of AbbVie and its global operations. · Mr. Gonzalez’s experience and knowledge enable him to contribute to AbbVie’s board key insights into strategic, management, and operational matters. | |

  3. Board Response to 2023 Simple Majority Stockholder Proposal

    | | 2018 70 : Nominations & Governance and Public Policy and Sustainability Retired President of Chevron Pipe Line Company | | | Susan E. Quaggin, M.D. Director Since: 2023 Age: 60 Committees: Public Policy and Sustainability Primary Occupation: Irving S. Cutter Professor and Chair of Medicine, Northwestern University Feinberg School of Medicine | | Business Experience: Dr. Quaggin is currently the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, where she has served as the Chair of the Department of Medicine since 2023 and Director of the Feinberg Cardiovascular and Renal Research Institute since 2013. Dr. Quaggin serves as a council member of the Association of American Physicians and previously served as president of the American Society of Nephrology in 2021 and 2022. | | | Key Contributions to the Board: | | | · Through her position as the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, as well as her other leadership roles, Dr. Quaggin has acquired extensive medical and scientific expertise and deep knowledge of the health care environment. This expertise allows her to contribute valuable insights on AbbVie’s key research and development initiatives, among other matters. | |

  4. Board Response to 2023 Simple Majority Stockholder Proposal

    | | Rebecca B. Roberts Director Since: 2018 Age: 71 Committees: Nominations & Governance and Public Policy and Sustainability Primary Occupation: Retired President of Chevron Pipe Line Company | | Business Experience: Ms. Roberts served as president of Chevron Pipe Line Company from 2006 until her retirement in 2011. She previously served as the president of Chevron Global Power Generation from 2003 to 2006, in addition to various technical and management positions during her thirty-six year career with Chevron. Ms. Roberts began her career as a chemist and research scientist. Ms. Roberts currently serves on the board of directors at Black Hills Corporation and MSA Safety Incorporated. Ms. Roberts served as a director of Enbridge, Inc. from 2015 to 2018. | | | Key Contributions to the Board: | | | · Ms. Roberts brings management, business development, operational, environmental and safety, marketing, and strategy development expertise with a scientific background and extensive global experience at Chevron. · She provides an informed perspective to the board on regulatory and operational matters faced by a complex international company. She also has broad experience across a range of geographies, including Asia, Europe, and Central America. | |

  5. Board Response to 2023 Simple Majority Stockholder Proposal

    | | Glenn F. Tilton Director Since: 2013 Age: 75 Committees: Audit, Compensation, Nominations & Governance, and Public Policy and Sustainability Primary Occupation: Retired Chairman and Chief Executive Officer of the UAL Corporation Lead Independent Director | | Business Experience: Mr. Tilton was chairman of the Midwest for JPMorgan Chase & Co. from 2011 until his retirement in 2014. From October 2010 to December 2012, Mr. Tilton also served as the non-executive chairman of the board of United Continental Holdings, Inc. From September 2002 to October 2010, he served as chairman, president and chief executive officer of UAL Corporation, and chairman and chief executive officer of United Air Lines, Inc., its wholly owned subsidiary. Prior to becoming the vice chairman of Chevron Texaco following the merger of Texaco Inc. and Chevron Corp., Mr. Tilton enjoyed a 30-year multi-disciplinary career with Texaco Inc., culminating in his election as chairman and chief executive officer. Mr. Tilton is also a director of Phillips 66. Mr. Tilton also served on the board of directors of Lincoln National Corporation from 2002 to 2007, of TXU Corporation from 2005 to 2007, of Corning Incorporated from 2010 to 2012, of United Continental Holdings, Inc. from 2010 to 2012, and of Abbott Laboratories from 2007 to 2023. | | | Key Contributions to the Board: | | | · As chairman of the Midwest for JPMorgan Chase & Co. and having previously served as non-executive chairman of the board of United Continental Holdings, Inc., and chairman, president, and chief executive officer of UAL Corporation and United Air Lines, vice chairman of Chevron Texaco and as interim chairman of Dynegy, Inc., Mr. Tilton acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters. He also acquired deep knowledge of governance, environmental, and other ESG matters. · His experience as non-executive chairman of the board of United Continental Holdings, Inc. also enhances his contributions as AbbVie’s lead independent director, including his ability to effectively lead core board processes such as self-evaluations, succession planning, and executive sessions. | |

  6. Board Response to 2023 Simple Majority Stockholder Proposal

    | | William H.L. Burnside Director Since: 2013 Age: 72 Committees: Audit and Nominations & Governance Primary Occupation: Retired Senior Vice President and Director at The Boston Consulting Group | | Business Experience: Mr. Burnside is a retired senior vice president and director at The Boston Consulting Group (BCG). Prior to becoming managing partner of BCG’s Los Angeles office in 1987, he worked in BCG’s London and Chicago offices, servicing clients in telecommunications, media, defense, financial services, and manufacturing. He most recently served as an advisor for BCG from 2011 to 2023. | | | Key Contributions to the Board: | | | ● Through his experience with The Boston Consulting Group, Mr. Burnside contributes knowledge and understanding of corporate finance and capital markets matters to the board, as well as global and domestic strategic advisory experience across a broad base of industries. He provides an informed perspective to the board on financial forecasting and planning, mergers and acquisitions, human capital management, marketing, and risk planning. | |

  7. Board Response to 2023 Simple Majority Stockholder Proposal

    | | 2016 50 Executive Vice President and Chief Administrative Officer, United Airlines Holdings, Inc. | | | Thomas C. Freyman Director Since: 2020 Age: 69 Committees: Audit and Compensation Primary Occupation: Retired Executive Vice President, Finance and Administration, Abbott Laboratories | | Business Experience: Mr. Freyman served as a director at Allergan from 2018 to 2020, when AbbVie acquired Allergan plc. Mr. Freyman previously served as executive vice president, finance and administration at Abbott Laboratories from 2015 until his retirement in 2017. He previously served at Abbott as chief financial officer and executive vice president, finance and was first appointed chief financial officer and senior vice president, finance in 2001. Mr. Freyman previously served as a director of Tenneco Inc. from 2013 to 2022 and Hanger, Inc. from 2017 to 2022. | | | Key Contributions to the Board: | | | · Mr. Freyman’s extensive experience as a leader in the health care industry, knowledge of the Allergan businesses, and expertise in complex accounting and financial issues provides the board with significant global industry experience, continuity in oversight of the Allergan businesses, and finance and risk expertise, including related to financial planning. As a result of his previous role as a director at Tenneco Inc., a global automotive products manufacturer, Mr. Freyman also has extensive manufacturing and environmental, health, and safety oversight experience. | |

  8. Board Response to 2023 Simple Majority Stockholder Proposal

    | | Brett J. Hart Director Since: 2016 Age: 54 Committees: Nominations & Governance and Public Policy and Sustainability Primary Occupation: President, United Airlines Holdings, Inc. | | Business Experience: Mr. Hart is the president of United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. He served as executive vice president and chief administrative officer between March 2019 and May 2020, executive vice president, chief administrative officer and general counsel between May 2017 and March 2019, and as executive vice president and general counsel between February 2012 and May 2017. Mr. Hart also served as acting chief executive officer of UAL and United Airlines, Inc. from October 2015 to March 2016. From December 2010 to February 2012, he served as senior vice president, general counsel and secretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as executive vice president, general counsel and corporate secretary at Sara Lee Corporation. | | | Key Contributions to the Board: | | | · In his role leading United Airlines Holdings, Inc.’s operations, including safety, government affairs, regulatory, legal, and environmental sustainability teams, among other functions, Mr. Hart has a broad set of skills critical to oversight of a complex international business in a highly regulated industry like AbbVie. These skills include operational and strategic acumen with expertise in risk management, ESG, climate change, legal strategic matters, government and regulatory affairs, corporate governance, and compliance. | |

  9. Board Response to 2023 Simple Majority Stockholder Proposal

    | | Edward J. Rapp Director Since: 2013 Age: 66 Committees: Audit and Nominations & Governance Primary Occupation: Retired Group President for Resource Industries of Caterpillar Inc. | | Business Experience: Mr. Rapp served as the Caterpillar Inc. group president for resource industries from 2014 until his retirement in mid-2016. He previously served at Caterpillar as group president based in Singapore in 2013 and 2014 and as the chief financial officer from 2010 to 2013, and he was named a group president in 2007. He also serves as a director of Xos, Inc. He is currently a member of the University of Missouri College of Business Advisory Board. Mr. Rapp previously served as a director of FM Global. | | | Key Contributions to the Board: | | | · As a result of his tenure as group president and chief financial officer at Caterpillar Inc., Mr. Rapp has acquired management, operational, and financial expertise with extensive global experience and provides the board with an informed perspective on financial and operational matters faced by a complex international company. · Mr. Rapp brings experience with business operations in numerous geographies, including Asia, Africa, and Europe, which provides a strong international perspective for AbbVie’s business across over 175 countries. As a result of his role on the board of Xos, Inc., a manufacturer of zero-emission commercial vehicles, Mr. Rapp has gained substantial experience in climate change and emissions oversight. | |

  10. Board Response to 2023 Simple Majority Stockholder Proposal

    | | 2013 72 : Nominations & Governance and Public Policy and Sustainability Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine | | | Robert J. Alpern, M.D. Director Since: 2013 Age: 73 Committees: Nominations & Governance and Public Policy and Sustainability Primary Occupation: Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine | | Business Experience: Dr. Alpern is Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular and Molecular Physiology at Yale School of Medicine. Dr. Alpern served as the Dean of Yale School of Medicine and Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine from June 2004 to January 2020. From July 1998 to May 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. Dr. Alpern served on the board of Yale-New Haven Hospital from October 2005 to January 2020. Dr. Alpern also serves as a director of Abbott Laboratories. Dr. Alpern previously served as a director of Tricida, Inc. from 2013 to 2023. | | | Key Contributions to the Board: | | | · Through his position as Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, as well as his previous service as Dean of Yale School of Medicine, Dean of The University of Texas Southwestern Medical Center, and on the board of Yale-New Haven Hospital, Dr. Alpern contributes valuable insights to the board through his medical and scientific expertise and his knowledge of the health care environment and the scientific nature of AbbVie’s key research and development initiatives. | |

  11. Board Response to 2023 Simple Majority Stockholder Proposal

    | | 2013 72 : Nominations & Governance and Public Policy and Sustainability Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine | | | Jennifer L. Davis Director Since: 2023 Age: 52 Committees: Nominations & Governance Primary Occupation: Chief Executive Officer, Health Care, Procter & Gamble | | Business Experience: Ms. Davis currently serves as chief executive officer, health care at Procter & Gamble (P&G), a position she has held since 2022. Ms. Davis previously served at P&G as president, feminine care (2019 - 2022), president, global feminine care (2018 - 2019), and vice president - feminine care, North America and brand franchise leader, Tampax (2016 - 2018), in addition to various commercial roles with increasing responsibility in her 30+ year career at P&G. | | | Key Contributions to the Board: | | | · As a result of her extensive tenure at P&G, Ms. Davis brings to the board marketing and other commercial strategy and execution experience, as well as corporate strategy and leadership, consumer behavior, and business development expertise. She also has substantial experience overseeing P&G’s health care research and development, manufacturing, quality, and supply, and regulatory compliance. | |

  12. Board Response to 2023 Simple Majority Stockholder Proposal

    | | 2017 65 : Audit and Public Policy and Sustainability Retired President, Chevron Asia Pacific Exploration and Production | | | Melody B. Meyer Director Since: 2017 Age: 66 Committees: Audit and Public Policy and Sustainability Primary Occupation: Retired President, Chevron Asia Pacific Exploration and Production | | Business Experience: Ms. Meyer served as president of Chevron Asia Pacific Exploration and Production Company from March 2011 to April 2016. She previously served as president of Chevron Energy Technology Company from 2008 to 2011. Ms. Meyer held various leadership roles in global and U.S. locations during her thirty-seven year career at Chevron and retired in 2016. Ms. Meyer is president of Melody Meyer Energy, LLC, a private consulting firm, a position she has held since June 2016. Ms. Meyer is also a director at bp p.I.c.. Ms. Meyer previously served as a director of NOV, Inc. from 2017 to 2023. | | | Key Contributions to the Board: | | | · As a result of her tenure at Chevron, Ms. Meyer has acquired operational, management, strategic planning, and financial expertise with extensive global experience and provides an informed perspective to the board on financial and operational matters faced by a complex international company. She also brings substantial experience related to long-term capital projects and environmental, health, safety, and sustainability matters. Her experience spans multiple jurisdictions, including developing markets in Asia and Africa. Ms. Meyer has long been active in promoting the advancement of women in energy and provides the board with strong human capital management oversight experience. | |

  13. Board Response to 2023 Simple Majority Stockholder Proposal

    | 70 | 2013 69 : Audit and Compensation Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company | | | Frederick H. Waddell Director Since: 2013 Age: 70 Committees: Audit and Compensation Primary Occupation: Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company | | Business Experience: Mr. Waddell served as chairman of the board of Northern Trust Corporation and The Northern Trust Company from November 2009 until his retirement in January 2019. He previously served as chief executive officer from 2008 through 2017, as president from 2006 to 2011 and again from October to December 2016, and chief operating officer from 2006 to 2008. Mr. Waddell is also a director of International Business Machines Corporation. | | | Key Contributions to the Board: | | | · As former chairman and chief executive officer of Northern Trust Corporation and The Northern Trust Company, Mr. Waddell contributes broad financial services experience with a strong record of leadership in a highly regulated industry. Having begun his role as CEO at Northern Trust during the 2008 recession, Mr. Waddell has substantial experience overseeing a company’s strategic priorities during changing economic conditions. Through his role as a director at IBM since 2017, Mr. Waddell has garnered significant information technology and security experience. | |

  14. Executive Committee

    | | | | | Change in | | | | | | | | Pension Value | | | | | | | | and | | | | | | | | Nonqualified | | | | | Fees | Restricted | | Deferred | | | | | Earned or | Stock Unit | Option | Compensation | All Other | | | | Paid in Cash | Awards | Awards | Earnings | Compensation | Total | | Name | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | R. Alpern | 120,000 | 214,977 | 0 | 101,198 | 25,000 | 461,175 | | R. Austin | 145,000 | 214,977 | 0 | 0 | 28,417 | 388,394 | | W. Burnside | 130,000 | 214,977 | 0 | 0 | 32,500 | 377,477 | | J. Davis | 20,000 | 0 | 0 | 0 | 25,000 | 45,000 | | T. Freyman | 150,000 | 214,977 | 0 | 0 | 25,000 | 389,977 | | B. Hart | 145,000 | 214,977 | 0 | 0 | 25,000 | 384,977 | | M. Meyer | 130,000 | 214,977 | 0 | 0 | 25,000 | 369,977 | | S. Quaggin | 20,000 | 0 | 0 | 0 | 4,000 | 24,000 | | E. Rapp | 155,000 | 214,977 | 0 | 0 | 25,000 | 394,977 | | R. Roberts | 120,000 | 214,977 | 0 | 0 | 25,000 | 359,977 | | G. Tilton | 180,000 | 214,977 | 0 | 0 | 26,602 | 421,579 | | F. Waddell | 130,000 | 214,977 | 0 | 0 | 25,000 | 369,977 |

  15. Executive Committee

    | DIRECTOR COMPENSATION |

  16. COMPENSATION PHILOSOPHY

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓ We balance short- and long-term strategic objectives and directly link compensation to stockholder value. ✓ We tie more than three-fourths of our NEO compensation to performance. ✓ We are committed to pay equity and conduct pay equity analyses annually to ensure pay is equitable across genders and ethnicities among U.S. employees. ✓ We have broad discretion to clawback incentive awards in the event of a material breach of the AbbVie Code of Business Conduct, as well as a robust mandatory clawback policy covering excess compensation in the event of a restatement. ✓ We engage annually with a large portion of our stockholders to gather feedback on our policies and practices. ✓ We have robust stock ownership guidelines and prohibit the selling of shares unless ownership guidelines have been met. | X We do not have employment agreements with any of our NEOs. X We do not provide tax gross-ups on NEO compensation or excise tax gross-ups on severance or other payments in connection with a change in control. X NEOs are prohibited from entering or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold. X We do not include pay design features that may have the potential to encourage excessive risk-taking. X We do not pay dividends on unearned performance awards. X We do not have single trigger change in control equity vesting or other benefits. |

  17. Advancing new medicines with an innovative R&D pipeline

    | ● | Strengthened our pipeline and long-term growth outlook with the announced acquisition of ImmunoGen, Inc. and pending acquisition of Cerevel Therapeutics, which include a collection of on-market and pipeline assets in oncology and neuroscience. These transactions, and others, represent the company’s commitment to continuing to invest in research and development and business development during the U.S. Humira LOE. |

  18. Significant long-term value creation

    Significant long-term value creation

  19. Significant long-term value creation

    | Market Capitalization | Quarterly Dividend Increase | Total Stockholder Return | | +$190BN | >285% | +343% | | 10-year increase, adding significant stockholder value | raised to $1.55 per share from $0.40 per share over the last decade | over the last decade | | The measures set forth in this table were calculated as of 12/31/2023 versus 12/31/2013. The quarterly dividend increase is calculated on a declared basis. | | |

  20. Total stockholder return (TSR)

    | AbbVie’s Relative TSR Performance | | | Versus Peer Group (Multi-Year) | Versus Select Indices (10-Year) | | 2023 | | | 6th place out of 10 | | | 3 Years | | | 2nd place out of 10 | | | 5 Years | | | 2nd place out of 10 | | | 10 Years | | | 2nd place out of 10 | |

  21. COMPENSATION PROGRAM GOVERNANCE SUMMARY

    | | ● ● ● | | Good Governance Practices | | | Balanced Incentive Plan Design | ✓ Annual incentive plan includes financial, operational, and strategic metrics to assess performance ✓ Annual incentive payout matrix used to define and cap the range for the committee’s determinations (at or below the plan maximum of 200% of target with a 2023 payout matrix cap of 190%) ✓ Long-term incentive design emphasizing multiple, relative performance metrics and multi-year performance periods ✓ No duplication of performance metrics in short- and long-term incentives | | Pay Equity and Sustainability | ✓ Commitment to pay equity and annual pay equity analyses to ensure pay is equitable across genders and ethnicities among U.S. employees ✓ Incorporation of ESG into the strategic/leadership goals within the annual incentive plan | | Strong Governance Practices | ✓ Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the Code of Conduct ✓ Anti-hedging and anti-pledging policies ✓ Annual comprehensive compensation program risk review ✓ Independent compensation consultant that performs no other work for the company | | Pay for Performance and Stockholder Alignment | ✓ Short- and long-term incentive programs closely align with performance ✓ Majority of NEO compensation tied to long-term performance ✓ Proactive stockholder engagement process | | Robust Stock Ownership Requirements | ✓ 6x salary for CEO and 3x salary for NEOs ✓ 5x annual fees for non-employee directors ✓ NEOs must hold and not sell equity until the minimum stock ownership requirement is satisfied | | Responsible Pay Practices | ✓ No single trigger vesting of equity or other benefits in the event of a change in control ✓ No repricing of stock options without express stockholder approval ✓ No tax gross-ups in executive compensation program ✓ No employment contracts ✓ No guaranteed short-term incentives or equity awards ✓ No dividends paid on unearned performance awards |

  22. COMPENSATION PROGRAM GOVERNANCE SUMMARY

    | Components of our Executive Compensation Program The compensation committee of the board oversees our executive compensation program, which includes several compensation elements that have each been tailored to incentivize and reward specific aspects of company performance the board believes are central to delivering long-term stockholder value. Key components of our annual compensation program are listed below. | | | | | Base Salary Designed to be competitive with market and industry norms, and to reflect individual performance Individual salaries are established relative to market median based on each NEO’s individual performance, skills, and experience, and internal equity, as well as the company’s annual operating budget | Short-Term Incentives Performance Incentive Plan (PIP) Based on non-GAAP performance measures such as: — Platform revenue — Income before taxes — Operating margin — Return on assets — Strategic and leadership goals | Long-Term Incentives 80% Performance shares and performance-vested restricted stock units 20% Non-qualified stock options | Our Compensation Philosophy | | | | | Align executive interests with the drivers of stockholder returns and profitable growth | | | | | Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives | | | | | Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value |

  23. COMMITTEE PROCESS FOR SETTING TOTAL COMPENSATION

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

  24. COMPENSATION BENCHMARKING

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

  25. COMPENSATION BENCHMARKING

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

  26. ROLE OF THE COMPENSATION CONSULTANT

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

  27. BASE SALARY

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

  28. SHORT-TERM INCENTIVES AND 2023 RESULTS

    SHORT-TERM INCENTIVES AND 2023 RESULTS This section describes the structure of our short-term incentive program for NEOs and provides further details about the ways the committee’s pay decisions in 2023 reflected the impact of U.S. Humira LOE, both in terms of the headwinds it created for our growth objectives as well as our significant efforts to minimize its effect, as evidenced by our strong execution against targets. Annual cash incentives are paid to NEOs through AbbVie’s Performance Incentive Plan (PIP), which rewards executives for achieving key financial and non-financial goals measured at the company and individual levels. AbbVie’s PIP structure is designed to align NEOs’ interests directly with AbbVie’s annual operating strategies to advance our mission, financial goals, and leadership behaviors. In doing so, it provides a direct link between the NEOs’ short-term incentives and the company’s and the NEOs’ annual performance results through measurable financial and operational performance followed by qualitative assessments of clearly defined strategic progress and leadership behaviors. NEO target incentive amounts are set as a percentage of base salary. Mr. Gonzalez’s target is 165% of base salary. The targets for the other NEOs range from 110% to 135% of base salary. The performance targets established under our annual incentive plan are rigorous and calibrated to a range of potential outcomes, with above target payouts for strong performance and below target payouts (including no payout) for below target performance. Targets are based on expected business, market and regulatory conditions, including expectations for our pipeline. The financial goals were carried by all of the NEOs as part of their 2023 performance goals. The short-term incentive goals and their respective weightings are summarized in the chart below. The specific goals and weightings for each NEO (including the CEO) are established at the start of each performance year based on the NEO’s role and anticipated contributions to the company’s annual objectives.

  29. SHORT-TERM INCENTIVES AND 2023 RESULTS

    | | | Platform Revenue, | | | | | | | Income | Operating Margin, | | | | | | | Before | and Return on | R&D/ | Business | | | | | Taxes | Assets(1) | Innovation | Development | ESG | Other | | Richard A. Gonzalez | 20% | 60% | 10% | | 10% | | | Robert A. Michael | 20% | 60% | | 10 % | 10% | | | Scott T. Reents | 20% | 60% | | | 10% | 10% | | Jeffrey R. Stewart | 20% | 50% | | | 10% | 20% | | Azita Saleki-Gerhardt | 20% | 10% | 10% | | 10% | 50% |

  30. SHORT-TERM INCENTIVES AND 2023 RESULTS

    | (1) Financial goals are equally weighted. |

  31. Short-Term Incentive Financial Goals

    Short-Term Incentive Financial Goals The committee reviews and ensures all goals are appropriately rigorous and consistent with driving top-tier performance for the sector in both the short and long term.

  32. Short-Term Incentive Financial Goals

    | | | | 2023 Target vs. | | 2023 Actual vs. | | Goal(1) | 2022 Actual | 2023 Target | 2022 Actual | 2023 Actual | 2023 Target | | A. Platform Revenue(2) | $37.6 BN(2) | $38.8 BN | 103% | $40.0 BN(2) | 103% | | B. Non-GAAP Income Before Taxes | $29.2 BN(3) | $23.1 BN | 79% | $24.4 BN(3) | 106% | | C. Adjusted Return on Assets | 23.0% | 19.4% | 84% | 20.6% | 106% | | D. Non‑GAAP Operating Margin | $31.0 BN(3) | $24.8 BN | 80% | $25.7 BN(3) | 104% |

  33. Short-Term Incentive Financial Goals

    | (1) Results achieved reflect certain specified items, which are reconciled in Appendix B. |

  34. Short-Term Incentive Financial Goals

    | (2) Platform Revenue is a non-GAAP metric comprised of net revenues less total Humira sales and adjusted for foreign exchange, as outlined in Appendix B. The committee retained for 2023 the use of Platform Revenue, first introduced as a performance metric within the PIP in 2022, to reinforce management’s focus on growth opportunities to offset anticipated revenue decline associated with U.S. Humira LOE. The Platform Revenue target and result are adjusted for foreign exchange because it is unpredictable at the time the target is set. |

  35. Short-Term Incentive Financial Goals

    | (3) Evaluated on a constant currency basis. |

  36. Short-Term Incentive Strategic and Leadership Goals

    Short-Term Incentive Strategic and Leadership Goals Each NEO achieved or exceeded their 2023 strategic and leadership goals, which are listed below:

  37. Short-Term Incentive Strategic and Leadership Goals

    | ● | Richard A. Gonzalez: Drive top-tier business performance; execute key strategic initiatives to drive sustainable long-term business performance; deliver value to our stockholders, building investor confidence and credibility; successfully advance mid- and late-stage pipeline assets; continue to drive employee engagement and motivation around AbbVie’s mission and future prospects; and advance our transformation to a biopharmaceutical culture. |

  38. Short-Term Incentive Strategic and Leadership Goals

    | ● | Robert A. Michael: Achieve proprietary pharmaceutical pipeline enhancement objectives and key product milestones; and provide support on corporate strategic initiatives and build shareholder value through investor activities. |

  39. Short-Term Incentive Strategic and Leadership Goals

    | ● | Scott T. Reents: Drive enterprise finance strategic initiatives and transformation; and achieve transaction integration objectives. |

  40. Short-Term Incentive Strategic and Leadership Goals

    | ● | Jeffrey R. Stewart: Achieve key product milestones; drive patient access for all therapies across the different franchises; and successfully adapt and execute market strategies relative to external considerations. |

  41. Short-Term Incentive Strategic and Leadership Goals

    | ● | Azita Saleki-Gerhardt: Successfully drive operations optimization and milestones; execute on objectives including product launches and financial goals; and support research and development initiatives per company strategy. |

  42. Short-Term Incentive Strategic and Leadership Goals

    Assessments of performance against financial results consider the effect of foreign exchange and other specified adjustments and/or unusual or unpredictable events, and the appropriateness of these adjustments is reviewed annually by the committee. In 2023, specified adjustments included intangible asset amortization, acquisition and integration-related costs, IPR&D and milestones expense, change in fair value of contingent consideration, impacts related to tax law changes, and other items, as described in Appendix B. In 2023, our NEOs continued to take a formal goal aligned to driving AbbVie’s environmental, social, and governance (ESG) framework. The ESG goal was weighted 10% within the short-term incentive program for each NEO. As part of this ESG goal category, all senior leaders, including the NEOs, continued to take a goal aligned to executing the equity, equality, diversity, and inclusion (EEDI) strategy. AbbVie’s senior executives have different areas of focus when it comes to driving the company’s ESG framework, and together, the executives’ ESG accomplishments under this goal cover all of AbbVie’s material ESG drivers (which are discussed in more detail on page 8 of this proxy statement). Example achievements under the ESG goal category in 2023 by AbbVie’s senior executives included, for example:

  43. Short-Term Incentive Strategic and Leadership Goals

    | ● | Over 218,000 U.S. patients were provided medicine at no cost through our patient assistance program in 2023. |

  44. Short-Term Incentive Strategic and Leadership Goals

    | ● | AbbVie’s science-based targets were validated by SBTi in 2023 and include a Scope 1 and 2 emissions reduction target, a 100% renewable electricity target and a supplier engagement target for AbbVie’s largest scope 3 categories. |

  45. Short-Term Incentive Strategic and Leadership Goals

    | ● | In the United States, we held our first Ethics and Compliance Week in 2023, including multiple informational sessions and interviews with senior leaders about the importance of acting with integrity. |

  46. Short-Term Incentive Strategic and Leadership Goals

    Our EEDI strategy includes specific priority areas to ensure AbbVie fosters a community that is inclusive and working for our people, patients and business. 2023 progress on this strategy includes:

  47. Short-Term Incentive Strategic and Leadership Goals

    | ● | Fostering a diverse workforce. Developing and delivering innovative life-changing medicines for our diverse patient population with unique health challenges, requiring thoughtfulness and creativity that comes from a wide range of inputs. With this viewpoint in mind, we continued to design and implement talent attraction, sourcing, and hiring solutions, as well as talent development and management approaches, that meet our employees’ talent and career needs. The diversity we seek is broad and includes many unique life experiences and factors. We are proud of our ability to hire and promote based on merit and qualification while still fostering a diverse and inclusive workforce. |

  48. Short-Term Incentive Strategic and Leadership Goals

    | ● | Building inclusive leadership and belonging. We continued our focus on enhancing the inclusive-leader competency in our people leaders, with emphasis on understanding, skill building, ownership and accountability. We continued to build more equitable and inclusive leadership behaviors related to how leaders operate themselves and how they develop their teams. |

  49. Short-Term Incentive Strategic and Leadership Goals

    | ● | Strengthening community, well-being and belonging. We continued to enhance the impact of our inclusive culture by addressing opportunities for belonging and well-being. This includes continuing our series of employee voice sessions, focused on enhancing workplace culture and advancing inclusion, and introducing new resources, such as our Inclusive Benefits Guide. |

  50. Annual Incentive Payout Matrix

    Annual Incentive Payout Matrix Determining actual incentive amounts is a multi-step process. A formal payout matrix based on platform revenue and income before taxes guides the committee by capping the range of final awards at or below the plan maximum of 200% of target. The matrix is used to ensure alignment between PIP payout outcomes and company financial performance. In light of the U.S. Humira LOE, in early 2023, the compensation committee reduced the payout matrix 10% across all payout ranges. For example, a payout range of 90%-140% instead of 100%-150%. The committee considers this design change to be temporary and expects to transition back to typical ranges as AbbVie absorbs the impact of U.S. Humira LOE and returns to robust growth. In determining individual awards, an initial performance score is calculated for each NEO based on performance against weighted financial and strategic/leadership goals. This performance score results in a preliminary award amount of up to 100% of target only. Final awards are determined by the compensation committee based on a qualitative assessment of holistic performance and within the cap established from the matrix.

  51. Illustration of 2023 Incentive Calculation

    | Annual Incentive | | | | 2023 Target vs. | | 2023 Actual vs. | | Payout Matrix(1) | 2022 Actual | | 2023 Target | 2022 Actual | 2023 Actual | 2023 Target | | Platform Revenue(2) | | 37.6 BN(2) | $38.8 BN | 103% | $40.0 BN(2) | 103% | | Non-GAAP Income Before Taxes | | 29.2 BN(3) | $23.1 BN | 79% | $24.4 BN(3) | 106% | | | | | 2023 Payout | | Capped at 190% of target | | | | | | Matrix Result | | (below 200% plan maximum) | |

  52. Comments on the PIP Bonus Paid to Richard A. Gonzalez, Chairman and Chief Executive Officer

    Comments on the PIP Bonus Paid to Richard A. Gonzalez, Chairman and Chief Executive Officer The committee awarded Mr. Gonzalez a bonus of $3,500,000, positioned at approximately the 50th percentile when compared to peer bonuses paid in 2023 and 125% of his target bonus opportunity, noting that it aligned with the strong execution in 2023 against plan and against the significantly challenging backdrop of U.S. Humira LOE. The committee also noted that Mr. Gonzalez’s bonus was 11% lower than the bonus he earned for 2022, and 29% lower than the bonus he earned for 2021 (see illustration below). The committee believes this outcome appropriately balances the company’s strong achievement against plan with the reduction in actual financial results compared to prior years. It also noted that without the thoughtful strategy to navigate the challenging conditions in 2023 that was conceived, developed, and executed by the senior executive team, led by Mr. Gonzalez, it is highly likely the impact of U.S. Humira LOE on the financial results would have been more significant.

  53. LONG-TERM INCENTIVES AND 2023 RESULTS

    LONG-TERM INCENTIVES AND 2023 RESULTS The LTI program design aligns AbbVie’s long-term incentive compensation with key operational and financial initiatives, including sustained EPS growth and generation of superior investment returns relative to peers. In 2023, NEOs received annual grant LTI awards with the following characteristics:

  54. Long-Term Incentive Program

    Long-Term Incentive Program

  55. Long-Term Incentive Program

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

  56. Long-Term Incentive Program

    | ● | Performance Shares (40% of total LTI award)—These awards have the potential to vest at 0% to 250% of target after a three-year performance period and are earned based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends on performance shares accrue during the performance period and are paid at vesting only to the extent that shares are earned. |

  57. Long-Term Incentive Program

    | ● | As a result of the committee’s assessment of program changes in light of U.S. Humira LOE, the payout curve associated with EPS, which was anticipated to be impacted by U.S. Humira LOE, was reset so that achievement of target performance results in a reward adjustment of 90% of target (instead of 100%) and the achievement of maximum performance results in a reward adjustment of 150% of target (instead of 200%). This change also had the effect of reducing the overall reward leverage associated with performance shares subject to the 2023-2025 performance cycle from 250% of target to 187.5% of target. |

  58. Long-Term Incentive Program

    | ● | Performance-Vested Restricted Stock Units (40% of total LTI award)—These awards have the potential to vest at 0% to 200% of target in one-third increments during a three-year performance period based on AbbVie’s return on invested capital (ROIC) articulated as pre-set goals and measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. |

  59. Long-Term Incentive Program

    | ● | Non-Qualified Stock Options (20% of total LTI award)—These awards have the potential to vest in one-third increments on each of the first three annual anniversaries of the grant date, subject to continued employment with the company. The option exercise price is set at or above fair market value on the grant date. To the extent that the options vest, the award expires ten years after the grant date. |

  60. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results Performance targets and results associated with the 2023 annual grant awards of performance shares and performance-vested restricted stock units are shown below. Relative TSR results are in progress; these results and their impact on final payout will be disclosed following the completion of the three-year performance period.

  61. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    | Performance Objective and Impact on Payout | Threshold | Target | Maximum | Result | Impact on Payout | | Adjusted Diluted EPS(1,2) | $10.53 | $10.58 | $10.78 | $11.11 | 150% | | EPS Impact on Payout | 50% | 90% | 150% | | | | Relative TSR | Relative TSR is measured over a 3-year performance period and used as a modifier | | | | | | Relative ROIC(2) (2023 Award) | 40th - 50th percentile | 50th - 65th percentile | >85th percentile | 93rd percentile | 200% | | Relative ROIC(2) (2022 Award) | 40th - 50th percentile | 50th - 65th percentile | >85th percentile | 93rd percentile | 200% | | Relative ROIC(2) (2021 Award) | 40th - 50th percentile | 50th - 65th percentile | >85th percentile | 92nd percentile | 200% | | ROIC Impact on Payout | 50% | 100% | 200% | | |

  62. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    | (1) Diluted earnings per share is adjusted to exclude certain specified items and is a non-GAAP measure, which is reconciled in Appendix B. |

  63. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    | (2) Due to the uncertainty associated with the timing of upfront and milestone payments, the financial goals established to evaluate management performance for purposes of incentive compensation exclude the impact of these payments. However, the performance goals shown in this table have been adjusted to account for upfront and milestone expenses in 2023 and the results include the impact of those payments. |

  64. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    AbbVie granted performance shares in 2021 that were subject to a 3-year performance cycle that ended December 31, 2023. The table below describes the performance objectives, outcomes, and shares earned.

  65. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    | Performance | | | | | Performance | | Objective & Payout Modification | Threshold | Target | Maximum | Actual | Modifier | | Relative TSR | 15 pts below index | Equal to index performance | 15 pts above index | 24.5 pts above index | 125% | | Payout Modification | -25% | 0% | +25% | | |

  66. Performance Share and Performance-Vested Restricted Stock Unit Performance Targets and Results

    AbbVie’s policy with respect to its annual equity award for all eligible employees, including the NEOs, is to grant the award and set the grant price at the compensation committee’s regularly scheduled February meeting each year. These meeting dates generally are the third Thursday of February and are scheduled two years in advance. The grant price is the average of the highest and lowest trading prices of a common share on the date of the grant (rounded up to the next even penny). The grant price for the 2023 annual grant was $149.62. The high, low and closing prices of an AbbVie common share on the grant date (February 16, 2023) were $150.50, $148.73, and $149.53 respectively. All LTI awards are subject to a minimum vesting period of 12 months.

  67. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS AbbVie does not have employment agreements with any of its NEOs.

  68. CHANGE IN CONTROL AGREEMENTS

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

  69. EXCISE TAX GROSS-UPS

    EXCISE TAX GROSS-UPS AbbVie does not provide excise tax gross-ups on NEO severance or other payments in connection with a change in control.

  70. ANTI-HEDGING AND ANTI-PLEDGING POLICIES

    | ● | AbbVie’s compensation structure contributes to a corporate culture that encourages our NEOs to regard AbbVie as a long-term employer. For example, equity awards vest over multi-year periods, which encourages NEOs to consider the long-term impact of their decisions and align their interests with those of AbbVie’s stockholders. |

  71. ANTI-HEDGING AND ANTI-PLEDGING POLICIES

    | ● | AbbVie’s annual incentive program is based on multiple performance measures, balancing earnings achievement with other factors. Since earnings are a key component of stock price performance, this aspect of AbbVie’s compensation plan also promotes alignment with stockholder interests. |

  72. ANTI-HEDGING AND ANTI-PLEDGING POLICIES

    | thresholds or dramatic changes in payout opportunity at certain performance levels that may encourage inappropriate short-term business decisions to meet payout thresholds. In addition for 2023, a limit of 190% of target applies to any awards made under the NEO short-term incentive program. |

  73. ANTI-HEDGING AND ANTI-PLEDGING POLICIES

    | ● | AbbVie’s annual long-term incentive program focuses NEOs on longer-term operating performance and aligns NEOs with stockholder interests through the use of multi-year performance periods and multiple performance measures, including relative total stockholder return. AbbVie’s NEOs received roughly two-thirds of their total direct compensation in the form of long-term incentives (20% of which are stock options that may vest over a three-year period and 80% of which are performance-based awards that may vest over a three-year performance period). |

  74. ANTI-HEDGING AND ANTI-PLEDGING POLICIES

    | ● | AbbVie makes equity awards and sets grant prices at the same time each year, at the compensation committee’s regularly scheduled meeting in February. In addition, AbbVie does not award discounted stock options or immediately vested equity awards to NEOs. |

  75. ANTI-HEDGING AND ANTI-PLEDGING POLICIES

    | ● | AbbVie’s compensation committee has the ability to exercise downward discretion in determining annual incentive plan payouts. |

  76. PENSION BENEFITS

    PENSION BENEFITS During 2023, the NEOs participated in two AbbVie-sponsored defined benefit pension plans: the AbbVie Pension Plan, a tax-qualified pension plan; and the AbbVie Supplemental Pension Plan, a non-qualified supplemental pension plan. Except as provided in AbbVie’s change in control agreements, AbbVie does not have a policy granting extra years of credited service under the plans. The change in control agreements are described in the section of this proxy statement captioned “Potential Payments upon Termination or Change in Control.” The compensation considered in determining the pensions payable to the NEOs is the compensation shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

  77. PENSION PLAN

    PENSION PLAN The Pension Plan is a broad-based plan that covers many AbbVie employees in the United States, age 21 or older, and provides participants with a life annuity benefit at normal retirement equal to A plus the greater of B or C below.

  78. PENSION PLAN

    | A. | 1.10% of 5-year final average earnings multiplied by years of benefit service after 2003. |

  79. PENSION PLAN

    | B. | 1.65% of 5-year final average earnings multiplied by years of benefit service prior to 2004 (up to 20); plus 1.50% of 5-year final average earnings multiplied by years of benefit service prior to 2004 in excess of 20 (but no more than 15 additional years); less 0.50% of the lesser of 3-year final average earnings (but not more than the social security wage base in any year) or the social security covered compensation level multiplied by years of benefit service. |

  80. PENSION PLAN

    | C. | 1.10% of 5-year final average earnings multiplied by years of benefit service prior to 2004. |

  81. PENSION PLAN

    The benefit for service prior to 2004 (B or C above) is reduced for the cost of preretirement surviving spouse benefit protection. The reduction is calculated using formulas based on age and employment status during the period in which coverage was in effect. Final average earnings are the average of the employee’s 60 highest-paid consecutive calendar months of compensation (salary and non-equity incentive plan compensation). The Pension Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service. Participants become fully vested in their pension benefit upon the completion of five years of service. The benefit is payable on an unreduced basis at age 65. Employees hired after 2003 who terminate employment prior to age 55 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. Employees hired before 2004 who terminate employment prior to age 50 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 50. Employees hired before 2004 who terminate employment prior to age 50 with fewer than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. The Pension Plan offers several optional forms of payment, including certain and life annuities, joint and survivor annuities, and level income annuities. The benefit paid under any of these options is actuarially equivalent to the life annuity benefit produced by the formula described above. Employees who retire from AbbVie prior to their normal retirement age may receive subsidized early retirement benefits. Employees hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Employees hired before 2004 are eligible for early retirement at age 50 with 10 years of service or age 55 if the employee’s age plus years of benefit service total 70 or more. Mr. Gonzalez, Mr. Michael, Mr. Reents, Dr. Saleki-Gerhardt, and Mr. Stewart are eligible for early retirement benefits under the plan. The subsidized early retirement reductions applied to the benefit payable for service after 2003 (A above) depend upon the participant’s age at retirement. If the participant retires after reaching age 55, the benefit is reduced 5 percent per year for each year that payments are made before age 62. If the participant retires after reaching age 50 but prior to reaching age 55, the benefit is actuarially reduced from age 65. The early retirement reductions applied to the benefit payable for service prior to 2004 (B and C above) depend upon age and service at retirement:

  82. PENSION PLAN

    | ● | In general, the 5-year final average earnings portions of the benefit are reduced 3 percent per year for each year that payments are made before age 62 and the 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. |

  83. PENSION PLAN

    | ● | Employees who participated in the plan before age 36 may elect “Special Retirement” on the last day of any month after reaching age 55 with age plus Seniority Service points of at least 94 or “Early Special Retirement” on the last day of any month after reaching age 55, provided their age plus Seniority Service points would reach at least 94 before age 65. Seniority Service includes periods of employment prior to attaining the minimum age required to participate in the plan. If Special Retirement or Early Special Retirement applies, Seniority Service is used in place of benefit service in the formulas. The 5-year final average earnings portions of the benefit in B above are reduced 1(2)/3 percent for each year between ages 59 and 62 plus 2(1)/2 percent for each year between ages 55 and 59. The 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. Benefit C is payable on an unreduced basis at Special Retirement and is reduced 3 percent per year for each year that payments are made before age 62, if Early Special Retirement applies. |

  84. SUPPLEMENTAL PENSION PLAN

    SUPPLEMENTAL PENSION PLAN The provisions of the Supplemental Pension Plan (which covers AbbVie employees in the United States whose compensation exceeds certain limits under the Internal Revenue Code) are substantially the same as those of the Pension Plan, with the following exceptions:

  85. SUPPLEMENTAL PENSION PLAN

    | ● | Participants’ 5-year final average earnings are calculated using the average of the 5 highest years of base earnings and the 5 highest years of payments under AbbVie’s non-equity incentive plans. |

  86. SUPPLEMENTAL PENSION PLAN

    | ● | The Pension Plan does not include amounts deferred or payments received under the AbbVie Deferred Compensation Plan in its calculation of a participant’s final average earnings. To preserve the pension benefits of Deferred Compensation Plan participants, the Supplemental Pension Plan includes amounts deferred by a participant under the Deferred Compensation Plan in its calculation of final average earnings. |

  87. SUPPLEMENTAL PENSION PLAN

    | ● | In addition to the benefits outlined above for the Pension Plan, the NEOs are eligible for an additional Supplemental Pension Plan benefit equal to 0.6% of 5-year final average earnings for each year of service for each of the first 20 years of service occurring after the participant attains age 35. The benefit is further limited by the maximum percentage allowed under the Pension Plan under that plan’s benefit formulas (A, B and C above). The portion of this additional benefit attributable to service before 2004 is reduced 3 percent per year |

  88. SUPPLEMENTAL PENSION PLAN

    | for each year that payments are made before age 60. The portion attributable to service after 2003 is reduced 5 percent per year for each year that payments are made before age 60 if the participant is at least age 55 at early retirement. If the participant is under age 55 at retirement, the portion attributable to service after 2003 is actuarially reduced from age 65. |

  89. SUPPLEMENTAL PENSION PLAN

    | ● | The Supplemental Pension Plan provides early retirement benefits similar to those provided under the Pension Plan. The benefits provided to NEOs under the Supplemental Pension Plan are not, however, reduced for the period between age 60 and age 62, unless the benefit is being actuarially reduced from age 65. Mr. Gonzalez, Mr. Michael, Mr. Reents, Dr. Saleki-Gerhardt, and Mr. Stewart are eligible for early retirement benefits under the plan. |

  90. SUPPLEMENTAL PENSION PLAN

    | ● | Vested benefits accrued under the Supplemental Pension Plan may be funded through a grantor trust established by an eligible NEO. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, an eligible NEO who became an officer prior to 2009 may have the entire amount of their vested plan benefits funded through a grantor trust. An eligible NEO who became an officer after 2008 may have only the vested benefits that accrue following the calendar year in which they are first elected as an officer funded through a grantor trust. |

  91. SUPPLEMENTAL PENSION PLAN

    Benefits payable under the Supplemental Pension Plan are offset by the benefits payable from the Pension Plan, calculated as if benefits under the plans commenced at the same time. The amounts paid to an eligible NEO’s Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in AbbVie paying the eligible NEO’s Supplemental Pension Plan benefits to the extent assets held in their trust are insufficient.

  92. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE

  93. PENSION BENEFITS TABLE

    | | | | Present | | | | | Number of | Value of | Payments | | | | Years | Accumulated | During Last | | | | Credited | Benefit | Fiscal Year | | Name | Plan Name | Service (#) | ($)(1) | ($) | | R. Gonzalez | AbbVie Pension Plan | 35 | $223,493 | $0 | | | AbbVie Supplemental Pension Plan | 35 | 15,767,991 | 1,376,506(2) | | R. Michael | AbbVie Pension Plan | 31 | 833,874 | 0 | | | AbbVie Supplemental Pension Plan | 31 | 11,520,643 | 2,354,834(2) | | S. Reents | AbbVie Pension Plan | 16 | 529,349 | 0 | | | AbbVie Supplemental Pension Plan | 16 | 5,113,212 | 1,756,813(2) | | J. Stewart | AbbVie Pension Plan | 32 | 1,079,465 | 0 | | | AbbVie Supplemental Pension Plan | 32 | 12,129,814 | 1,066,056(2) | | A. Saleki-Gerhardt | AbbVie Pension Plan | 31 | 1,384,684 | 0 | | | AbbVie Supplemental Pension Plan | 31 | 13,257,730 | 879,697(2) |

  94. PENSION BENEFITS TABLE

    | (1) AbbVie calculated these present values using: (i) a discount rate of 5.14% for the Pension Plan and a discount rate of 5.12% for the Supplemental Pension Plan, the same discount rates it uses for Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 715 calculations for financial reporting purposes; and (ii) each plan’s unreduced retirement age, which is age 62 under the AbbVie Pension Plan and age 60 under the AbbVie Supplemental Pension Plan for those participants who are eligible for early retirement benefits and age 65 under both plans for other participants. The present values shown in the table reflect postretirement mortality, based on the FASB ASC Topic 715 assumption (the Pri-2012 Healthy Annuitant table with white collar adjustment projected fully generationally with MP2021 mortality improvement scale), but do not include a factor for preretirement termination, mortality, or disability. |

  95. PENSION BENEFITS TABLE

    | (2) During 2023, the amounts shown, less applicable tax withholdings, were distributed and deposited into the individual grantor trusts established by the eligible NEOs and included in the NEOs’ income, as applicable. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, vested Supplemental Pension Plan benefits, to the extent not previously funded, are distributed to the eligible participants’ individual grantor trusts and included in their income. Amounts held in an eligible NEO’s individual trust are expected to offset AbbVie’s obligations to the NEO under the plan. Grantor trusts are |

  96. PENSION BENEFITS TABLE

    described in greater detail in the section of this proxy statement captioned “Compensation Plan Elements—Benefits—Retirement Benefits.”

  97. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table summarizes Mr. Stewart’s and Dr. Saleki-Gerhardt’s non-qualified deferred compensation under the AbbVie Deferred Compensation Plan. No additional contributions have been made to their account under the plan since such time as they became an officer and ceased to be eligible to contribute to the plan. None of the other NEOs has any non-qualified deferred compensation under the plan.

  98. Non-Qualified Deferred Compensation

    | Name | Plan Name(1)(2) | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($)(4) | | J. Stewart | Deferred Compensation Plan | 0 | 0 | 11,637 | 0 | 146,630 | | A. Saleki-Gerhardt | Deferred Compensation Plan | 0 | 0 | 102,037 | 0 | 594,175 |

  99. Non-Qualified Deferred Compensation

    | (1) Dr. Saleki-Gerhardt and Mr. Stewart ceased contributions to the Deferred Compensation Plan in 2008 and 2009, respectively. |

  100. Non-Qualified Deferred Compensation

    | (2) The plan permits participants to defer up to 75% of their base salary and up to 75% of their annual cash incentives and credits a participant’s account with an amount equal to the employer matching contributions that otherwise would have been made for the participant under AbbVie’s tax-qualified defined contribution plan. Participants may direct the investment of their deferral accounts into one or more of several funds chosen by the administrator, and the deferral account is credited with investment returns based on the performance of the fund(s) selected. During 2023, the weighted average rate of return credited to the account was 8.6% for Mr. Stewart and 20.7% for Dr. Saleki-Gerhardt. |

  101. Non-Qualified Deferred Compensation

    The plan provides for cash distributions in either a lump sum or installments after separation from service and permits in-service withdrawals in accordance with specific procedures. Participants make distribution elections each year that apply to the deferrals to be made in the following calendar year, in accordance with the requirements of Internal Revenue Code Section 409A. Participants may request withdrawals due to financial hardship; if a hardship withdrawal is approved, it is limited to the amount needed to address the hardship.

  102. Non-Qualified Deferred Compensation

    | (3) The amounts reported in this column are not included in the Summary Compensation Table of this proxy statement. |

  103. Non-Qualified Deferred Compensation

    | (4) The amounts reported in this column have not been previously reported as compensation in AbbVie’s Summary Compensation Tables because they relate to contributions made before the applicable individual became an NEO. |

  104. REQUIRED PAY RATIO DISCLOSURE

    REQUIRED PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Richard Gonzalez. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The ratio of Mr. Gonzalez’s annual total compensation for 2023, as reported in the Summary Compensation Table in this proxy statement, to the median employee annual total compensation determined on the same basis was 169:1. For 2023, the annual total compensation of our median employee (other than Mr. Gonzalez) was $151,991. To identify the median employee, we prepared a list of active AbbVie employees, throughout the world as of December 31, 2023. The consistently applied compensation measure used to identify the median employee was annual base pay and target bonus, using hours worked during 2023 for hourly employees and base salary for the remaining employees. This process resulted in a median group consisting of several employees and a representative employee was selected, taking into account demographic characteristics that we believe best represent a typical AbbVie employee, including tenure, location, employment status and applicable compensation and benefit programs.

  105. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2020, 2021, 2022, and 2023. For additional information about our performance-based pay philosophy and how we align executive compensation with AbbVie’s performance, refer to the Compensation Discussion and Analysis beginning on page 33.

  106. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on | | | | | | Summary | | Average Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Total | Total | | Adjusted | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Shareholder | Shareholder | Net Income | Diluted | | Year | for PEO | to PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Return | $MM | EPS | | | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($) | ($)(g) | | 2023 | $25,661,972 | $34,672,518 | $12,319,311 | $12,199,327 | $209.10 | $155.66 | $4,863 | $11.11 | | 2022 | 26,287,185 | 67,395,343 | 9,125,252 | 20,275,581 | 209.58 | 144.53 | 11,836 | $13.77 | | 2021 | 23,912,154 | 66,387,875 | 11,035,630 | 24,203,425 | 168.96 | 134.15 | 11,542 | 11.83 | | 2020 | 24,007,591 | 47,010,914 | 15,221,472 | 22,524,088 | 127.61 | 108.74 | 4,616 | 9.76 |

  107. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (a) The dollar amounts reported are the total compensation reported for Mr. Gonzalez for each fiscal year in the “Total” column of the Summary Compensation Table. |

  108. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (b) The dollar amounts reported represent the “compensation actually paid” to Mr. Gonzalez, who served as our PEO for each of fiscal years 2020, 2021, 2022 and 2023, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gonzalez during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). In accordance with the requirements of Item 402(v) of Regulation S-K, the reported “Total” in the Summary Compensation Table for the applicable year is adjusted to determine the “compensation actually paid” amount as follows: |

  109. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    (1) The amount reflected in the “Stock Award” and “Option Award” columns of the Summary Compensation Table with respect to Mr. Gonzalez has been deducted from the Summary Compensation Table Total and substituted with an equity award value for each year calculated by adding or subtracting, as applicable, the following: (i) the year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of such year, accounting for any banking of the award resulting from EPS performance (as reflected in footnote (2) to the Outstanding Equity Awards at Fiscal Year End Table); (ii) the change in fair value from the end of the prior fiscal year of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year, accounting for any adjustment based on relative TSR performance on awards for which the performance period ends as of this date (as reflected in footnote (2) to the Outstanding Equity Awards at Fiscal Year End Table); (iii) for awards granted in prior fiscal years that vested in the applicable fiscal year, the amount equal to the change in value as of the vesting date (from the end of the prior fiscal year); and (iv) the dollar value of dividends accrued on equity awards in the applicable year prior to the vesting date (excluding option awards, which do not carry dividend equivalent rights) that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year. The valuation assumptions used to calculate fair values on equity awards other than options are the same as those disclosed at the time of grant. Stock option awards are valued using a Black-Scholes model at the time of grant (as disclosed in footnote (2) to the Summary Compensation Table on page 53) with subsequent fair value calculations performed using a Lattice model. The amounts in the following table represent each of the amounts deducted and added to the equity award values for Mr. Gonzalez for the 2023 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (b) of the pay versus performance table:

  110. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | Grant Date | Year-end | Change in | Change in | | | | | Total Equity | Fair Value of | Fair Value of | Fair Value as of | Fair Value as of | | | | | Value | Equity Awards | Equity Awards | Year-End of Any | the Vesting Date | Total | | | | Reflected in | Granted | Granted | Prior Year | of Any Prior Year | Equity Value | | | | Summary | During | During | Awards that | Awards that | Reflected in | | | | Compensation | Applicable | Applicable | Remain Unvested | Vested During | Compensation | | Year | PEO Name | Table | Year | Year | as of Year-End | Applicable Year | Actually Paid | | 2023 | Richard A. Gonzalez | $17,139,761 | $(17,139,761) | $24,374,294 | $5,038,051 | $(3,279,507) | $26,132,838 |

  111. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    (2) The pension benefit value reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for the 2023 fiscal year is adjusted to account for the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Gonzalez during 2023 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment during 2023 that are attributed by the benefit formula to services rendered in periods prior to the plan amendment (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts in the following table represent each of the amounts deducted and added to the change in pension value for Mr. Gonzalez for the 2023 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (b) of the pay versus performance table:

  112. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | | | Total Change | | | | | | | | in Pension | | | Prior | Total Change in | | | | Value Reflected | Change in | Service Costs | Service Costs | Pension Value | | | | in the Summary | Pension Value | Attributable | Introduced | Reflected in | | | | Compensation | for the | to the | During the | Compensation | | Year | PEO Name | Table | Applicable Year | Applicable Year | Applicable Year | Actually Paid | | 2023 | Richard A. Gonzalez | $0 | $0 | $17,469 | $N/A | $17,469 |

  113. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (c) The dollar amounts reported represent the average of the amounts reported for AbbVie’s named executive officers (NEOs) as a group (excluding the CEO) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, R. Michael, S. Reents, J. Stewart and A. Saleki-Gerhardt; (ii) for 2022, R. Michael, S. Reents, L. Schumacher, J. Stewart and A. Saleki-Gerhardt; (iii) for 2021, R. Michael, L. Schumacher, M. Severino and J. Stewart; and (iv) for 2020, R. Michael, L. Schumacher, C. Alban and M. Severino. |

  114. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (d) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs as a group (excluding the CEO) during such fiscal years and are based on valuation assumptions required by the SEC, which are unlikely to reflect actual amounts realized at vesting or exercise (as applicable). The average total compensation for the NEOs as a group (excluding the CEO) for each year was adjusted using the same methodology described above in footnote (b) to determine the compensation actually paid. |

  115. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the following table represent the average of the amounts deducted and added to the equity award values for AbbVie’s named executive officers (NEOs) as a group (excluding the CEO) for the 2023 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (d) of the pay versus performance table:

  116. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | Grant Date | Year-end | Change in | Change in | | | | | Total Equity | Fair Value of | Fair Value of | Fair Value as of | Fair Value as of | | | | | Value | Equity Awards | Equity Awards | Year-End of Any | the Vesting Date | Total | | | | Reflected in | Granted | Granted | Prior Year | of Any Prior Year | Equity Value | | | | Summary | During | During | Awards that | Awards that | Reflected in | | | | Compensation | Applicable | Applicable | Remain Unvested | Vested During | Compensation | | Year | NEO Names | Table | Year | Year | as of Year-End | Applicable Year | Actually Paid | | 2023 | See footnote (c) | $5,129,167 | $(5,129,167) | $7,294,064 | $1,073,949 | $(823,979) | $7,544,034 |

  117. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the following table represent each of the amounts deducted and added to the change in pension value for AbbVie’s named executive officers (NEOs) as a group (excluding the CEO) for the 2023 fiscal year for purposes of computing the “compensation actually paid” amount appearing in column (d) of the pay versus performance table:

  118. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | | | Total Change | | | | | | | | in Pension | | | Prior | Total Change in | | | | Value Reflected | Change in | Service Costs | Service Costs | Pension Value | | | | in the Summary | Pension Value | Attributable | Introduced | Reflected in | | | | Compensation | for the | to the | During the | Compensation | | Year | NEO Names | Table | Applicable Year | Applicable Year | Applicable Year | Actually Paid | | 2023 | See footnote (c) | $2,866,096 | $(2,866,096) | $331,245 | $N/A | $331,245 |

  119. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (e) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between AbbVie’s share price at the end and the beginning of the measurement period by AbbVie's share price at the beginning of the measurement period. |

  120. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (f) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NYSE Arca Pharmaceutical Index, our peer group used for purposes of Item 201(e) of Regulation S-K. |

  121. REQUIRED PAY VERSUS PERFORMANCE DISCLOSURE

    | (g) As required by Item 402(v) of Regulation S-K, AbbVie has determined that adjusted diluted EPS is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to AbbVie’s NEOs to company performance for the most recently completed fiscal year. Adjusted diluted EPS is a non-GAAP measure that represents diluted earnings per share adjusted to exclude certain specified items, as described in Appendix B. |

  122. Comparative Analysis of the Pay versus Performance Table

    Comparative Analysis of the Pay versus Performance Table AbbVie’s compensation program is designed to attract and retain executives whose talents and contributions sustain long-term growth by aligning their interests with the drivers of stockholder returns and supporting their achievement of AbbVie’s primary business goals. AbbVie considers several performance measures to ensure executives are incentivized to accomplish these objectives, many of which are not presented in the pay versus performance table. The charts and descriptions below explain the relationship between the columns presented in the pay versus performance table.

  123. Comparison of “Compensation Actually Paid” to TSR

    Comparison of “Compensation Actually Paid” to TSR The chart below demonstrates that the “compensation actually paid” amounts shown for Mr. Gonzalez and average “compensation actually paid” to the other NEOs is aligned with AbbVie’s cumulative TSR over the four years presented in the pay versus performance table. The alignment of compensation actually paid with AbbVie’s cumulative TSR over the period presented reflects that a significant portion of the compensation actually paid to Mr. Gonzalez and to the other NEOs is comprised of equity awards. Moreover, AbbVie’s executive compensation philosophy and design is fundamentally based on a commitment to align pay and performance.

  124. Comparison of “Compensation Actually Paid” to Net Income

    Comparison of “Compensation Actually Paid” to Net Income AbbVie’s net income was approximately $4.6 billion in 2020, $11.5 billion in 2021, $11.8 billion in 2022 and $4.9 billion in 2023. Mr. Gonzalez’s “compensation actually paid” was approximately $47 million, $66 million, $67 million and $35 million in the corresponding years and the average “compensation actually paid” to AbbVie’s other NEOs was approximately $22.5 million, $24 million, $20 million and $12 million in each of those years, respectively. The changes in AbbVie’s net income over the four years presented in the pay versus performance table reflect general alignment with the “compensation actually paid” to Mr. Gonzalez and the other NEOs (on average) and AbbVie's net income during this period.

  125. Comparison of “Compensation Actually Paid” to Company-Selected Measure (Adjusted Diluted EPS)

    Comparison of “Compensation Actually Paid” to Company-Selected Measure (Adjusted Diluted EPS) AbbVie’s annualized adjusted diluted EPS was $9.76 in 2020, $11.83 in 2021, $13.77 in 2022 and $11.11 in 2023. Mr. Gonzalez’s “compensation actually paid” was approximately $47 million, $66 million, $67 million and $35 million in the corresponding years and the average “compensation actually paid” to AbbVie’s other NEOs was approximately $22.5 million, $24 million, $20 million and $12 million in each of those years, respectively. While AbbVie uses numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted diluted EPS is the financial performance measure that, in AbbVie’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to AbbVie’s performance. AbbVie places significant emphasis on achieving positive EPS outcomes because it reflects strong operating dynamics in the underlying business, which is imperative for sustained long-term growth.

  126. POTENTIAL PAYMENTS UPON TERMINATION – GENERALLY

    POTENTIAL PAYMENTS UPON TERMINATION – GENERALLY In accordance with AbbVie’s longstanding practice, the company has not entered into employment agreements with its NEOs. NEOs do not have any rights or entitlements to any cash termination or severance payments or equity vesting acceleration outside of the change in control context and subsequent termination of an NEO (double trigger), as discussed in more detail below. The following summarizes the payments that the NEOs would have received if their employment had terminated on December 31, 2023. Earnings would have continued to be paid for the NEO’s Performance Incentive Plan and Supplemental Savings Plan grantor trusts, as applicable, until the trust assets were fully distributed. The amount of these payments would depend on the trust earnings and fees and the period over which the trust assets were distributed. Based on current earnings rates, if the trust assets were distributed over a 10-year period, the NEOs would receive the following average annual earnings payments over such 10-year period: Mr. Gonzalez, $2,332,769; Mr. Michael, $413,772; Mr. Reents, $623,496; Mr. Stewart, $1,173,818; and Dr. Saleki-Gerhardt, $1,317,555. In addition, the following one-time deposits would have been made under the AbbVie Supplemental Pension Plan for each of the following NEOs, respectively: Mr. Gonzalez, $0; Mr. Michael, $8,866,500; Mr. Reents, $4,944,837; Mr. Stewart, $5,397,426; and Dr. Saleki-Gerhardt, $1,609,949. As of December 31, 2023, Mr. Gonzalez, Mr. Michael, Mr. Reents, Mr. Stewart, and Dr. Saleki-Gerhardt were eligible to retire, and therefore were eligible to receive the pension benefits previously described. If the termination of employment had been due to disability, then the respective NEO also would have received, in addition to AbbVie’s standard disability benefits, a monthly long-term disability benefit in the following amount: Mr. Gonzalez, $175,000; Mr. Michael, $150,000; Mr. Reents, $92,500; Mr. Stewart, $126,250; and Dr. Saleki-Gerhardt, $92,500. This long-term disability benefit would continue for up to 24 months following termination of employment. It ends if the NEO retires, recovers, dies or ceases to meet eligibility criteria. If the NEO’s employment had terminated due to death or disability, their unvested stock options, restricted stock unit awards and performance shares would have vested on December 31, 2023 with values as set forth below in the subsection of this proxy statement captioned “Equity Awards.”

  127. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AbbVie has entered into change in control agreements with its NEOs. Each change in control agreement continues in effect until December 31, 2027, and can be renewed for successive five-year terms upon notice prior to the expiration date. If notice of non-renewal is given, the agreement will expire on the later of the scheduled expiration date and the one-year anniversary of the date of such notice. If no notice is given, the agreement will expire on the one-year anniversary of the scheduled expiration date. Each agreement also automatically extends for two years following any change in control (see below) that occurs while the agreement is in effect. As discussed in more detail below, AbbVie’s internal policies and individual change in control agreements with its NEOs prohibit a cash lump sum payment in excess of 2.99 times an NEO’s annual salary and bonus, unless shareholders ratify an exception. The agreements provide that if the employee is terminated other than for cause or permanent disability or if the employee elects to terminate employment for good reason (see below) within two years following a change in control, they are entitled to receive a lump sum payment equal to 2.99 their annual salary and annual incentive (“bonus”) award (assuming for this purpose that all target performance goals have been achieved or, if higher, based on the average bonus for the last three years), plus any unpaid bonus owing for any completed performance period and the pro rata bonus for any current bonus period (based on the highest of the bonus assuming achievement of target performance, the average bonus for the past three years or, in the case of the unpaid bonus for any completed performance period, the actual bonus earned). If the employee is terminated other than for cause or permanent disability during a potential change in control (see below), they are entitled to receive a lump sum payment of the annual salary and bonus payments described above, except that the amount of the bonus to which the employee is entitled will be based on the actual achievement of the applicable performance goals. If the potential change in control becomes a “change in control event” (within the meaning of Internal Revenue Code Section 409A), the employee will be entitled to receive the difference between the bonus amounts the employee received upon termination during the potential change in control and the bonus amounts that would have been received had such amounts instead been based on the higher of the employee’s target bonus or the average bonus paid to the employee in the preceding three years. Bonus payments include payments made under the Performance Incentive Plan. The employee also will receive up to two years of additional employee benefits (including welfare benefits, outplacement services and tax and financial counseling) and the value of three more years of pension accruals. If change in control-related payments and benefits become subject to the excise tax imposed under Internal Revenue Code Section 4999, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the employee in a better after-tax position than if the payments were not reduced and the tax applied. The agreements also limit the conduct for which awards under AbbVie’s incentive stock programs can be terminated and generally permit options to remain exercisable for the remainder of their term. For purposes of the agreements, the term “change in control” includes the following events: any person becoming the beneficial owner of AbbVie securities representing 20 percent or more of the outstanding voting power (not including an acquisition directly from AbbVie and its affiliates); a change in the majority of the members of the board of directors whose appointment was approved by a vote of at least two-thirds of the incumbent directors; and the consummation of certain mergers or similar corporate transactions involving AbbVie. A “potential change in control” under the agreements includes, among other things, AbbVie’s entry into an agreement that would result in a change in control. Finally, the term “good reason” includes: a significant adverse change in the employee’s position, duties, or authority; the company’s failure to pay the employee’s compensation or a reduction in the employee’s base pay or benefits; or the relocation of the company’s principal executive offices to a location that is more than 35 miles from the location of the offices at the time of the change in control. If a change in control had occurred on December 31, 2023, immediately followed by one of the covered circumstances described above, Mr. Gonzalez, Mr. Michael, Mr. Reents, Mr. Stewart, and Dr. Saleki-Gerhardt would have been entitled to receive the following payments and benefits under the change in control agreements:

  128. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | ● | Mr. Gonzalez: cash termination payments—$19,863,185; additional Supplemental Pension Plan benefits—$0; welfare and fringe benefits—$86,488. |

  129. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | ● | Mr. Michael: cash termination payments—$11,711,456; additional Supplemental Pension Plan benefits—$8,866,500; welfare and fringe benefits—$90,470. |

  130. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | ● | Mr. Reents: cash termination payments—$6,279,000; additional Supplemental Pension Plan benefits—$4,944,837; welfare and fringe benefits—$72,383. |

  131. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | ● | Mr. Stewart: cash termination payments—$9,073,861; additional Supplemental Pension Plan benefits—$5,397,426; welfare and fringe benefits—$89,522. |

  132. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    | ● | Dr. Saleki-Gerhardt: cash termination payments—$7,623,982; additional Supplemental Pension Plan benefits—$1,609,949; welfare and fringe benefits—$68,685. |

  133. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    Because the termination date is assumed to occur at the end of the 2023 performance period, the cash termination payments include an amount reflecting the excess, if any, of (a) the bonus entitlement under the change in control agreements, which would be based on the higher of target performance and the average bonus for the past three years, over (b) the actual bonus earned by the NEO for the 2023 performance period, as shown in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.”