AbbVie Inc DEF 14A, filed Mar 18, 2024

About this DEF 14A

AbbVie Inc. (ABBV)

DEF 14A 2024-03-18 For: 2024-05-03

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Added on June 12, 2026

Market Capitalization

Quarterly Dividend Increase

Total Stockholder Return

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.

AbbVie Inc filed this DEF 14A on March 18, 2024.

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AbbVie Inc.
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Your vote is important. Please vote promptly using one of the methods mentioned below: Internet Visit www.proxyvote.com to vote online. Mail Sign and return your proxy card in the enclosed envelope if you received a printed version of the proxy card. Telephone Call toll-free 1-800-690-6903 in the U.S. and Canada. At the virtual meeting To be admitted to the virtual meeting, you must enter the control number found on your proxy card, voting instructions form, or notice you received.	The Annual Meeting of Stockholders of AbbVie Inc. (the “Annual Meeting”) will be held on Friday, May 3, 2024 at 9:00 a.m. CT. This year’s Annual Meeting will be a virtual meeting of stockholders.

		DATE AND TIME: Friday, May 3, 2024 9:00 a.m. CT	WHERE: Via live webcast online at www.virtualshareholdermeeting.com/ABBV2024.		ADMISSION: Stockholders of record at the close of business on March 4, 2024 are entitled to notice of and to vote at the annual meeting.
		Thank you for your continued support of and interest in the company.
				By Order of the Board of Directors,

				Perry C. Siatis
						Secretary March 18, 2024

PROXY SUMMARY	1
About the Meeting	1
Who We Are	2
Our Business Performance	3
Our Governance Highlights	5
Our ESG Highlights	8
Executive Compensation Highlights	12

INFORMATION CONCERNING DIRECTOR NOMINEES	13


THE BOARD OF DIRECTORS AND ITS COMMITTEES	21


COMMUNICATING WITH THE BOARD OF DIRECTORS	28


DIRECTOR COMPENSATION	29


SECURITIES OWNERSHIP	31


EXECUTIVE COMPENSATION	33
Compensation Discussion and Analysis	33
Compensation Committee Report	51
Compensation Risk Assessment	51
Summary Compensation Table	53
2023 Grants of Plan-Based Awards	56
2023 Outstanding Equity Awards at Fiscal Year End	58
2023 Option Exercises and Stock Vested	61
Potential Payments upon Termination or Change in Control	70


RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	73


AUDIT INFORMATION	74
Audit Fees and Non-Audit Fees	74
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm	74
Audit Committee Report	75


SAY ON PAY—ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION	76

SAY WHEN ON PAY—ADVISORY VOTE ON THE FREQUENCY OF FUTURE APPROVALS OF EXECUTIVE COMPENSATION	77

MANAGEMENT PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING	78


STOCKHOLDER PROPOSALS	80
Stockholder Proposal on Simple Majority Vote	80
Stockholder Proposal on Lobbying	81
Stockholder Proposal on Patent Process	85


ADDITIONAL INFORMATION	89


INFORMATION ABOUT THE ANNUAL MEETING	93
Who Can Vote	93
Notice and Access	93
Voting by Proxy	93
Revoking a Proxy	93
Discretionary Voting Authority	93
Quorum	94
Votes Required for Each Item	94
Inspectors of Election	95
Cost of Soliciting Proxies	95
AbbVie Savings Plan	95

This proxy statement and the accompanying proxy are being made available to stockholders on or about March 18, 2024. The accompanying proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting of Stockholders. This summary highlights selected information in the proxy statement. Please review the entire proxy statement and the AbbVie 2023 Annual Report before voting. The voting items expected to be proposed at the meeting are listed below along with the board’s voting recommendations.	2024 Annual Meeting of Stockholders Information
		Date and Time: Friday, May 3, 2024 at 9:00 a.m. CT
		Place: Via live webcast online at www.virtualshareholdermeeting.com/ABBV2024
		Record Date: March 4, 2024


Proposal 1: Election of Directors				FOR Each Nominee
Roxanne S. Austin Rebecca B. Roberts		Richard A. Gonzalez Glenn F. Tilton	Susan E. Quaggin
Each of the nominees has the skills and experience necessary to fulfill their oversight role with respect to AbbVie’s business and culture. See pages 14-20 for more information about the qualifications of our directors.

Proposal 2: Ratification of Independent Auditor				FOR
Ernst & Young LLP has served as our independent auditor since 2013. The board and the audit committee believe it is in the best interests of the company and its stockholders to retain Ernst & Young LLP as the company’s independent auditor. See page 73 for more information.

Proposal 3: Say on Pay – Advisory Vote on Executive Compensation				FOR
AbbVie’s compensation program aligns executive interests with the drivers of long-term, sustainable growth. Our program balances short- and long-term strategic objectives and directly links compensation to stockholder value. See pages 33-72 for more information.

Proposal 4: Say When on Pay – Advisory Vote on the Frequency of Future Approvals of Executive Compensation				1 Year 2 Year 3 Year
The board recommends that future advisory approvals of named executive officer compensation occur every year. See page 77 for more information.

Proposal 5: Management Proposal to Eliminate Supermajority Voting				FOR
AbbVie is again seeking stockholder approval to eliminate supermajority voting thresholds in our charter and by-laws. See pages 78-79 for more information.

Stockholder Proposals

Proposal 6:	Stockholder Proposal on Simple Majority Vote			AGAINST

Proposal 7:	Stockholder Proposal on Lobbying			AGAINST

Proposal 8:	Stockholder Proposal on Patent Process			AGAINST

~ 50,000 employees worldwide	In more than 70 countries, AbbVie employees are working every day to advance health solutions for people around the world.
~ 50,000 employees worldwide		AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, oncology, aesthetics, neuroscience and eye care. AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases. Over the last decade, we have expanded to approximately 50,000 employees who are focused every day on making a remarkable impact. Globally, our employees represent diverse backgrounds and perspectives, and our company values treating everyone equally, with dignity and respect, which we believe allows us to achieve our best. At AbbVie, we care deeply for patients and customers, their families, our employees, and our communities. We strive to do the right thing, pursuing the highest standards in quality, compliance, safety, and performance. Our products help patients and customers in over 175 countries around the world. Our commitment to health does not stop with our medicines. Each day, we work to deliver sustainable solutions that improve the health of our business and the health of humankind.


Launched in 2013


Millions of patient lives touched
Millions of patient lives touched


AbbVie’s Principles are foundational:

Transforming Lives We inspire hope and transform lives every day. We make decisions based on our deep caring and compassion for people, delivering a lasting impact to our patients, their families, our employees and the community.	Acting with Integrity We strive to always do the right thing. With uncompromising integrity at the heart of everything we do, we pursue the highest standards in quality, compliance, safety and performance.	Driving Innovation We innovate relentlessly in everything we do to tackle unmet needs. We invest in the discovery and development of new medicines and healthcare approaches for a healthier world.	Embracing Diversity & Inclusion We treat everyone equally, with dignity and respect. Around the world, our employees embrace diverse backgrounds and perspectives, which allows us all to achieve our best.	Serving the Community We are proud to serve and support the community and do our part to protect the environment. We make a remarkable impact that's felt within healthcare and beyond.


Total Net Revenues	Growth Platform Net Revenues	Operating Cash Flow
$54.3BN	$39.9BN	$22.8BN
-6.4% compared to 2022*	+8.4% compared to 2022**	in 2023


Blockbuster Products	Adjusted R&D Investment	Development Pipeline
12	$7.8BN	~90
assets with 2023 net revenues > $1.0BN	increased $0.7BN compared to 2022***	active clinical and device programs****


	Topic:	Actions taken by our board:
	Stockholder Voting Rights	approved a management proposal to eliminate supermajority voting (Item 5) to seek stockholder approval to amend the company’s Amended and Restated Certificate of Incorporation to provide for a simple majority of shares outstanding for all provisions previously subject to a supermajority provision and previously submitted the same proposal from 2018 to 2023 as well as a declassification management proposal from 2016 to 2018
	Lead Independent Director Role	significantly expanded disclosure on the lead independent director responsibilities in the 2018 and 2019 proxy statements, to better inform our stockholders on the robust leadership that the role provides appointed the lead independent director to all committees in 2019, further strengthening his active leadership role
	Board Skills & Composition	added two female directors in 2023, further strengthening the diversity of our board updated our director biographies in 2023 to include additional skills of interest to our stockholders, such as cybersecurity experience shared our board skills matrix beginning in 2016 and updated the matrix with additional skills in this proxy statement
	Environmental, Social, and Governance (ESG) Disclosures	amended our governance guidelines in 2023 to add specific limits on the number of other directorships a director may hold increased our disclosures on board risk oversight in 2023 enhanced our website disclosures on political contributions and lobbying in 2022, 2023, and 2024 expanded the discussion of board oversight of executive succession planning and company culture in the 2022 proxy statement issued a TCFD aligned report, starting in 2022 and a SASB aligned report, starting in 2021 disclosed detailed data on the diversity of AbbVie’s U.S. workforce by publishing AbbVie’s EEO-1 report on our website starting in 2020 added board diversity data, starting in the 2019 proxy statement


Additional highlights of our governance practices include:

Director independence ✓ Twelve of AbbVie’s thirteen directors are independent and regularly meet in executive session ✓ Since our inception, we have had a lead independent director with robust responsibilities ✓ All members of our audit, compensation, nominations and governance, and public policy and sustainability committees are independent	Stockholder rights ✓ Adopted a proxy access By-Law provision for 3%/3 years ✓ We do not have a stockholder rights plan or “poison pill” ✓ Our directors are elected by a majority vote of our stockholders for uncontested elections, and we have a resignation policy if the director fails to receive a majority of the votes cast	Board and executive accountability ✓ Ongoing executive succession planning, including an assessment of the diversity of executive candidates ✓ Minimum stock ownership guidelines are in place for the CEO and other NEOs ✓ We have a related person transaction policy to ensure appropriate oversight ✓ We hold an annual say-on-pay advisory vote on executive compensation


Board composition and effectiveness ✓ Our governance guidelines restrict the number of boards our directors may serve on to prevent overboarding ✓ Annual board and committee self-assessments and annual board succession planning ✓ For inclusion on the board, the nominations and governance committee considers diversity of race, ethnicity, gender, age, and geography, together with other voluntarily identified diversity criteria	Clawback and anti-hedging and anti-pledging policies ✓ Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the Code of Conduct ✓ Directors and executive officers are prohibited from buying or selling any financial instruments designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold ✓ Directors and executive officers are prohibited from pledging AbbVie stock as collateral for a loan	Other ESG practices ✓ ESG and equity, equality, diversity, and inclusion (EEDI) goals are incorporated into our executive compensation programs for all executives ✓ We are guided by strong ethics programs and supplier guidelines ✓ We disclose our corporate political contributions, our trade association memberships, and oversight process on our website and expanded these disclosures in 2022, 2023, and 2024




We discover and deliver innovative medicines that solve serious health issues and enhance people’s lives by pushing the boundaries of innovation, putting people and patients first, creating high-quality therapeutic solutions and ensuring their safety, efficacy, and accessibility.	We unlock the full potential of diverse and talented teams—and partners—to deliver today and into the future. We do this by attracting and retaining the best talent, embracing diversity of thought and through collaboration. We know that when we unlock the full potential of our people and our partners, we accelerate innovation, enhance people’s lives, and meet our business objectives.	We innovate with integrity and intention to advance long-term patient health and business resiliency. We ensure that we are prepared for the future by operating a sustainable, agile business model and governance structure that anticipates and evolves in a dynamic industry and society. We are unwavering in assuring supply of innovative medicines to patients and life enhancing products to customers.



Product Innovation ✓ $7.8 billion in adjusted research & development investment in 2023* ✓ 7 major product or indication approvals in 2023 ✓ Announced two acquisitions totaling more than $18 billion to expand our robust pipeline	Patient Access and Patient Affordability ✓ Over 218,000 U.S. patients provided medicine at no cost through our patient assistance program in 2023 ✓ More than one million units of medicine donated globally in 2023 ✓ Within the United States, we provide co-pay assistance, regardless of income, to all eligible patients with commercial insurance	Human Capital Management ✓ AbbVie further improved the diversity of its board of directors in 2023 ✓ We received a 92% response rate for our 2023 all-employee survey ✓ Nearly 14,000 AbbVie employees in 57 countries and territories donated more than 47,000 volunteer hours during AbbVie’s annual Week of Possibilities volunteer event
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Environmental Sustainability ✓ AbbVie’s science-based targets were approved 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 ✓ AbbVie has decreased its Scope 1 and 2 emissions by more than 15% compared to its 2021 baseline, and is ahead of schedule to meet its new 42% Scope 1 and 2 emissions reduction target by 2030 ✓ AbbVie’s Decarbonization Plan was published in 2023 and outlines the process for achieving its new science-based Scope 1 and 2 emissions reduction target	Patient Health and Engagement ✓ AbbVie currently supports 18 active medical research and drug development projects across the spectrum of the patient journey through the Innovative Health Initiative in the European Union, with more than 300 leaders and subject matter experts from 10 AbbVie sites involved ✓ Offered more than 475 patient support programs worldwide for patients who have started treatment on AbbVie medicines – each program being tailored to country and disease-specific needs ✓ Over $28 million in grants and over 144,000 patients and health care providers reached through independent education grants in 2023	Business Ethics ✓ All eligible employees completed AbbVie’s annual training on our Code of Business Conduct and conflicts of interest training ✓ 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


PROXY SUMMARY


	PROXY SUMMARY


PROXY SUMMARY


1-Year	3-Year	5-Year	10-Year
0%	+64%	+112%	+343%


Workplace & Diversity				Environmental, Social and Governance
✓ – Included for nine consecutive years ✓ ® – Included for five consecutive years ✓ Scored 100% for seven consecutive years ✓				✓ ✓ ✓ ✓ ✓
✓ Great Place to Work’s World’s Best Workplaces™ – Included since 2017 (was ranked #4 in 2023) ✓ Fair 360 (formerly DiversityInc) “Top 50 Companies for Diversity” – Included since 2014 ✓ Seramount “100 Best Companies” – Included since 2014 (top-ten ranking for five of the last six years) ✓ FORTUNE 100 Best Companies to Work For® – Included since 2018 ✓ Human Rights Campaign Corporate Equality Index – Scored 100% since 2016 ✓ Disability:IN Best Places to Work for Disability Inclusion – Scored 100% since 2021				✓ Dow Jones Sustainability World and North America Indices ✓ EcoVadis Corporate Social Responsibility Assessment Silver Medal ✓ FTSE4Good Index ✓ #15 in America’s Most Responsible Companies by Newsweek ✓ Civic 50 Honoree


1	Align executive interests with the drivers of stockholder returns and profitable growth		2	Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives		3	Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value


Element	Type	Primary Objective	Key Characteristics

Base Salary	Fixed	Attract & retain top talent	Individual salaries are established relative to market median based on each NEO’s individual performance, skills, experience, and internal equity, as well as the company’s annual operating budget

Short-Term Incentives	At-Risk	Encourage achievement of company’s primary business goals	Plan utilizes non-GAAP financial goals as well as an assessment of individual performance against strategic objectives: — Platform revenue — Income before taxes — Operating margin — Return on assets — Strategic and leadership goals

Long-Term Incentives	At-Risk	Align NEO interests with stockholders	Long-term incentive annual awards are granted in the form of: — Performance shares and performance-vested restricted stock units (80% of NEO’s LTI award) — Non-qualified stock options (20% of NEO’s LTI award)

	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.

	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.

	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.

	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.

	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.

	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.

	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.

	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.

	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.

	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.

	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.

	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.

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.


	Health Care Industry	Relevant to an industry understanding and review of our business and strategy for continued innovation.
	Leadership	For a board that can successfully advise and oversee the company’s business performance and represent stockholders’ interests.
	Global Business and Strategy	For oversight of a complex global organization like AbbVie to successfully advise and oversee the strategic development and direction of the company.
	Science/Research & Development	For an understanding of AbbVie’s scientific and research and development initiatives.
	Corporate Governance and Public Company Board	Ensuring directors have the background and knowledge to perform oversight and governance roles.
	Finance or Accounting	Enabling our directors to analyze our financial statements, oversee our capital structure, and consider financial transactions.
	Government Relations and Regulatory	For an understanding of the complex regulatory and governmental environment in which our business operates.
	Marketing/Sales	Experience in commercialization, marketing, and brand development, including through digital channels.


							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


		Stock Options	Stock
	Shares	Exercisable	Equivalent
	Beneficially	within 60 days	Units
Name	Owned^(1)(2)(3)(4)	of January 31, 2024
R. Gonzalez	523,294	958,807	0
R. Alpern	33,121	0	9,285
R. Austin	35,933	0	0
W. Burnside	24,433	0	0
J. Davis	0	0	0
T. Freyman	132,108	0	0
B. Hart	16,947	0	0
M. Meyer	13,973	0	0
S. Quaggin	0	0	64
E. Rapp	40,422	0	25,266
R. Roberts	11,203	0	0
G. Tilton	49,389	0	35,795
F. Waddell	26,433	0	0
R. Michael	98,645	303,007	0
S. Reents	809	108,431	0
A. Saleki-Gerhardt	196,044	762,398	0
J. Stewart	62,279	196,971	0
All directors and executive officers as a group	1,463,777	2,961,269	70,410


Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class
The Vanguard Group	160,380,057	9.08	%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.	143,180,060	8.1	%
50 Hudson Yards
New York, NY 10001