Abbott Laboratories DEF 14A, filed Mar 17, 2023

Abbott Laboratories (ABT)

DEF 14A 2023-03-17

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Added on June 12, 2026

About this DEF 14A

Abbott Laboratories filed this DEF 14A on March 17, 2023.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

		PAGE

Notice of 2023 Annual Meeting of Shareholders		2

Proxy Summary		3

Nominees for Election as Directors (Item 1 on Proxy Card)		10

The Board of Directors and Its Committees		16
The Board of Directors		16
Leadership Structure		16
Board Diversity and Composition		18
Director Selection		19
Board Oversight		20
Committees of the Board of Directors		21
Shareholder Engagement		23
Board Evaluation Process		24
Communicating with the Board of Directors		24
Corporate Governance Materials		24
Director Compensation		25

Executive Compensation		27
Compensation Discussion and Analysis		27
Compensation Committee Report		50
Compensation Risk Assessment		51
Summary Compensation Table		53
2022 Grants of Plan Based Awards		55
2022 Outstanding Equity Awards at Fiscal Year End		56
2022 Option Exercises and Stock Vested		59
Pension Benefits		59
Potential Payments Upon Termination or Change in Control		63
CEO Pay Ratio		66
Pay Versus Performance		66

Ratification of Ernst & Young LLP as Auditors (Item 2 on Proxy Card)		71
Report of the Audit Committee		72

		PAGE

Say on Pay—An Advisory Vote on the Approval of Executive Compensation (Item 3 on Proxy Card)		73

Say When on Pay—An Advisory Vote on the Approval of the Frequency of Shareholder Votes on Executive Compensation (Item 4 on Proxy Card)		74

Shareholder Proposals		75
Shareholder Proposal on Special Shareholder Meeting Threshold (Item 5 on Proxy Card)		75
Shareholder Proposal on Independent Board Chairman (Item 6 on Proxy Card)		78
Shareholder Proposal on Lobbying Disclosure (Item 7 on Proxy Card)		81
Shareholder Proposal on Incentive Compensation (Item 8 on Proxy Card)		84

Additional Information		87
Security Ownership of Executive Officers and Directors		87
Information Concerning Security Ownership		88
Approval Process for Related Person Transactions		88
Other Matters		89
Date for Receipt of Shareholder Proposals for the 2024 Annual Meeting Proxy Statement		89
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting		89
General		90

Information About the Annual Meeting		91

Cautionary Statement Regarding Forward-Looking Statements		95

Exhibit A—Director Independence Standard		A-1


ITEMS OF BUSINESS		Board Voting Recommendation
Item 1	Election of the 12 director nominees named in this proxy statement to hold office until the next Annual Meeting or until the next meeting of shareholders at which directors are elected	FOR Each Director Nominee
Item 2	Ratification of the appointment of Ernst & Young LLP as auditors of Abbott for 2023	FOR
Item 3	Approval, on an advisory basis, of executive compensation	FOR
Item 4	Approval, on an advisory basis, of the frequency of shareholder votes on executive compensation	FOR
Items 5-8	Four shareholder proposals, if properly presented at the meeting	AGAINST

ROBUST INNOVATION PIPELINE		INVESTING FOR FUTURE GROWTH		SHAREHOLDER RETURNS
● Steady stream of important product approvals across our businesses that will be significant contributors to growth in the coming years.		● Increased manufacturing scale and capabilities across several important products. ● Nearly $1.8 billion invested in internal capital projects in the past year.		● Since the start of the COVID-19 pandemic in 2020, returned nearly $15 billion to shareholders in dividends and share buybacks.

●	Board oversight over governance structures, sustainability, and quality and regulatory matters.
●	Human capital management and Abbott’s commitment to diversity, equity, and inclusion, including Abbott’s Diversity, Equity and Inclusion Report which provides goals, our progress against them, and disclosure of EEO-1 data.
●	Board composition and refreshment, including the nomination of six new independent director nominees since 2018, three of whom are women and three of whom are minorities.
●	Executive compensation program, including Abbott’s continued enhanced compensation disclosure.

Compensation Practice		Abbott Policy	More Information On Page
Compensation is Market-Based	Yes	Benchmark peers with investment profiles, operating characteristics, and employment and business markets similar to Abbott. Annual incentive plan goals are set to exceed market growth in relevant markets/business segments	29-32
Compensation is Performance-Based	Yes	Short-term and long-term incentive awards are 100% performance based. Annual incentive plan goals are set to exceed market growth in relevant markets and business segments	30-32
Double-Trigger Change in Control	Yes	Provide change in control benefits under double-trigger circumstances only	64-65
Recoupment Policy	Yes	Compensation Committee can seek recoupment of incentive compensation, forfeit existing awards or reduce future awards	50
Robust Share Ownership Guidelines	Yes	Require significant share ownership for officers and directors, and share retention requirements until guidelines are met	26 and 49
Capped Incentive Awards	Yes	Incentive award payments are capped	31 and 52
Independent Compensation Committee Consultant	Yes	Committee consultant performs no other work for Abbott	22
Tax Gross Ups	No	No tax gross ups under our executive officer pay program	48-49
Guaranteed Bonuses	No	No guaranteed bonuses	30-31
Employment Contracts	No	No employment contracts	63
Excessive Risk Taking	No	No highly leveraged incentive plans that encourage excessive risk taking	51-52
Hedging of Company Shares	No	No hedging of Abbott shares is allowed	50 and 52
Discounted Stock Options	No	No discounted stock options are allowed or granted	51

Name	Principal Occupation	Age	Director Since	Committee Memberships
ROBERT J. ALPERN, M.D. Independent	Professor and Former Dean, Yale School of Medicine	72	2008	● Nominations and Governance ● Public Policy
CLAIRE BABINEAUX- FONTENOT Independent	CEO, Feeding America	58	2022	● Public Policy
SALLY E. BLOUNT, PH.D. Independent	President and CEO, Catholic Charities of the Archdiocese of Chicago, and Professor and Former Dean, J.L. Kellogg Graduate School of Management	61	2011	● Nominations and Governance ● Public Policy
ROBERT B. FORD	Chairman of the Board and CEO, Abbott Laboratories	49	2019	● Executive (Chair)
PAOLA GONZALEZ Independent	Vice President and Treasurer, The Clorox Company	51	2021	● Audit ● Nominations and Governance
MICHELLE A. KUMBIER Independent	President, Turf & Consumer Products, Briggs & Stratton, LLC	55	2018	● Audit ● Compensation
DARREN W. McDEW Independent	Retired General, U.S. Air Force, and Former Commander of U.S. Transportation Command	62	2019	● Nominations and Governance ● Public Policy
NANCY McKINSTRY Independent	CEO and Chairman of the Executive Board, Wolters Kluwer N.V.	64	2011	● Audit (Chair) ● Compensation ● Executive
MICHAEL G. O’GRADY Independent	Chairman and CEO, Northern Trust Corporation	57	New Nominee
MICHAEL F. ROMAN Independent	Chairman, President, and CEO, 3M Company	63	2021	● Audit ● Compensation
DANIEL J. STARKS Independent	Retired Chairman, President and CEO, St. Jude Medical, Inc.	68	2017	● Compensation (Chair) ● Public Policy ● Executive
JOHN G. STRATTON Independent	Executive Chairman, Frontier Communications Parent, Inc.	62	2017	● Audit ● Public Policy

	Elected annually by independent directors
	Regularly presides over executive sessions of independent directors at Board meetings and provides feedback to management
	Reviews matters, such as agenda items and schedule sufficiency
	Leads annual performance review process
	Oversees process for identifying and evaluating director candidates

	Authority to call meetings of independent directors
	Communicates regularly with the Chairman regarding appropriate agenda topics and other Board-related matters
	Confers with the Nominations and Governance Committee and the CEO regarding management succession planning
	Liaises between Chairman and independent directors
	Engages directly with major shareholders as appropriate

	●	All directors elected annually by majority vote
	●	Eleven out of twelve director nominees are independent
	●	Fully independent Board Committees – Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee
	●	Executive sessions of the independent directors, led by the Lead Independent Director, at each regularly scheduled Board meeting
	●	Annual evaluations of the Board, each Committee, and each director, conducted anonymously to facilitate candid feedback
	●	Strong risk oversight, with areas of focus including human capital, cybersecurity and data protection, and sustainability, environmental, and social responsibility practices
	●	Full Board oversight of corporate strategy and senior management succession planning

ITEM 1 Election of 12 Director Nominees		*The Board recommends a vote FOR each nominee.* ● Highly qualified Board, with diversity in backgrounds, skills and experiences. ● Relevant expertise to provide oversight and guidance for Abbott’s diversified operating model. ● See pages 10 to 15 for more information.


ITEM 2 Ratification of Ernst & Young LLP as Auditors		*The Board recommends a vote FOR this item.* ● Independent firm with significant industry and financial reporting expertise. ● See pages 71 to 72 for more information.


ITEM 3 Say on Pay: Advisory Vote on the Approval of Executive Compensation		*The Board recommends a vote FOR the approval of the named officers’ compensation.* ● Market-based structure producing differentiated awards based on both company and individual performance, managed with independent oversight by the Compensation Committee. ● Aligned to drive Abbott’s strategic priorities, reflects consistent above-market TSR and upper quartile relative 3-year and 5-year TSR performance vs. peers. ● See pages 73 and 74 for more information.


ITEM 4 Say When on Pay: Advisory Vote on the Frequency of Shareholder Votes on Approval of Executive Compensation		*The Board recommends a vote for an ANNUAL (1 YEAR) shareholder advisory vote on approval of executive compensation.*


ITEMS 5-8 Shareholder Proposals		*The Board recommends a vote AGAINST each shareholder proposal.* ● Proposal 5: Special Shareholder Meeting Threshold ● Proposal 6: Independent Board Chairman ● Proposal 7: Lobbying Disclosure ● Proposal 8: Incentive Compensation ● See pages 75 to 86 for more information.

		ROBERT J. ALPERN, M.D. Director Since 2008 Age 72 Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine

PROFESSIONAL BACKGROUND ● Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine since June 2004. ● Dean of Yale School of Medicine from June 2004 to January 2020. ● Dean of The University of Texas Southwestern Medical Center from July 1998 to May 2004. ● Served on the Board of Directors of Yale New Haven Hospital from October 2005 to January 2020. OTHER PUBLIC COMPANY BOARDS AbbVie Inc., Tricida, Inc. KEY QUALIFICATIONS AND EXPERTISE As a result of his long-tenured leadership positions at the Yale School of Medicine and The University of Texas Southwestern Medical Center, and as a former Director 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 Abbott’s key research and development initiatives.

		SALLY E. BLOUNT, PH.D. Director Since 2011 Age 61 President and Chief Executive Officer, Catholic Charities of the Archdiocese of Chicago, and Michael L. Nemmers Professor of Strategy and Former Dean of the J.L. Kellogg Graduate School of Management at Northwestern University

PROFESSIONAL BACKGROUND ● President and Chief Executive Officer of Catholic Charities of the Archdiocese of Chicago since August 2020. ● Michael L. Nemmers Professor of Strategy at the J.L. Kellogg Graduate School of Management at Northwestern University since 2010. ● Dean of the J.L. Kellogg Graduate School of Management at Northwestern University from 2010 to 2018. ● Dean of the New York University Undergraduate College and Vice Dean of its Leonard N. Stern School of Business from 2004 to 2010. ● Professor at the New York University Leonard School of Business from 2001 to 2010, and became the Abraham L. Gitlow Professor of Management in 2004. ● Held academic posts at the University of Chicago’s Graduate School of Business from 1992 to 2001. ● Serves on the Board of Directors of the Joyce Foundation and Economic Club of Chicago. ● Served on the Board of Directors of Ulta Beauty, Inc. from 2017 to 2022. KEY QUALIFICATIONS AND EXPERTISE Having served as Dean of the J.L. Kellogg Graduate School of Management at Northwestern University and as Vice Dean and Dean of the Undergraduate College of New York University’s Leonard N. Stern School of Business, Ms. Blount provides Abbott’s Board with expertise on business organization, governance and business management matters.

		PAOLA GONZALEZ Director Since 2021 Age 51 Vice President and Treasurer, The Clorox Company

PROFESSIONAL BACKGROUND ● Vice President and Treasurer of The Clorox Company, a manufacturer and marketer of consumer and professional products, since January 2018. ● Vice President of Finance, Household and Lifestyle Segments of Clorox from 2010 to 2017. ● Vice President of Finance, Global Strategic Initiatives of Clorox from 2008 to 2010. ● Held various leadership roles in finance across Clorox since joining Clorox in 1997. ● Prior to Clorox, worked in finance for American Airlines in Latin America. KEY QUALIFICATIONS AND EXPERTISE As Vice President and Treasurer of The Clorox Company, pursuant to which she is responsible for treasury, investor relations and real estate matters, and through her prior financial roles in several of its businesses, Ms. Gonzalez has considerable experience providing financial leadership to a multinational public company with multiple businesses, contributing significant financial expertise and knowledge of financial statements, corporate finance and accounting matters.

		DARREN W. MCDEW Director Since 2019 Age 62 Retired General, United States Air Force, and Former Commander of U.S. Transportation Command

PROFESSIONAL BACKGROUND ● Four-star general who served for 36 years in the United States military before retiring in October 2018. ● Commander, U.S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018. ● Held various leadership roles across the U.S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division. ● Serves on the Board of Directors of United Services Automobile Association, Boys & Girls Club of America, and Manns Home Youth Foundation. OTHER PUBLIC COMPANY BOARDS Parsons Corporation KEY QUALIFICATIONS AND EXPERTISE Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, and supply chain and infrastructure management, succession planning and leadership development.

		MICHAEL G. O’GRADY New Nominee Age 57 Chairman and Chief Executive Officer, Northern Trust Corporation

PROFESSIONAL BACKGROUND ● Chairman of Northern Trust Corporation, a multibank holding company, since 2019, Chief Executive Officer since 2018, and President since 2017. ● President, Corporate & Institutional Services of Northern Trust from 2014 to 2016. ● Chief Financial Officer of Northern Trust from 2011 to 2014. ● Managing Director, Investment Banking Group of Bank of America Merrill Lynch from 2000 to 2011. OTHER PUBLIC COMPANY BOARDS Northern Trust Corporation KEY QUALIFICATIONS AND EXPERTISE As the Chairman and Chief Executive Officer of Northern Trust Corporation, Mr. O’Grady has significant experience leading a global public company in a highly regulated industry, including oversight of operations and risk management, strategy and business development, and corporate governance. Mr. O’Grady also contributes broad financial expertise, including extensive experience in financial advisory and investment banking matters.

		DANIEL J. STARKS Director Since 2017 Age 68 Retired Chairman, President and Chief Executive Officer, St. Jude Medical, Inc.

PROFESSIONAL BACKGROUND ● Executive Chairman of the Board of St. Jude Medical, Inc., a medical device manufacturer, from January 2016 to January 2017, when Abbott completed its acquisition of St. Jude Medical. ● Chairman, President and Chief Executive Officer of St. Jude Medical from 2004 until his retirement in January 2016. ● President and Chief Operating Officer of St. Jude Medical from 2001 to 2004. ● President and CEO, Cardiac Rhythm Management Business of St. Jude Medical from 1997 to 2001. KEY QUALIFICATIONS AND EXPERTISE Having served as St. Jude Medical’s Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of St. Jude Medical’s operations, but also extensive business and management experience operating a global public company in a highly regulated industry.

●	Preside at regularly conducted executive sessions of the independent directors and provide feedback to the Chairman and CEO and other senior management, as appropriate,
●	Call meetings of the independent directors,
●	Preside at all meetings of the Board at which the Chairman is not present,

●	Facilitate communication with the Board and serve as liaison between the Chairman and the independent directors,
●	Communicate regularly with the Chairman regarding appropriate agenda topics and other Board related matters,
●	Confer with the Nominations and Governance Committee and the CEO regarding management succession planning,
●	Lead the annual performance reviews of individual directors, the full Board, and each of its Committees,
●	Oversee the process for identifying and evaluating director candidates,
●	Work with management on corporate governance issues and developments,
●	Review and approve matters, such as agenda items, meeting schedules to assure sufficient time for discussion of all agenda items, and, where appropriate, information provided to the Board, and
●	Engage directly with major shareholders as appropriate.

	●	Eleven out of twelve director nominees are independent
	●	Fully independent Board Committees – Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee
	●	Committee Chairs who are recommended to the Board by the Nominations and Governance Committee and approved by the full Board
	●	Executive sessions of the independent directors, led by the Lead Independent Director, at each regularly scheduled Board meeting
	●	Annual evaluations of the Board, each Committee, and each director, including the Chairman of the Board and CEO, that are led by the Lead Independent Director and conducted anonymously to facilitate candid feedback

	Global business perspective
	Successful track record
	Innovative thinking

	Knowledge of corporate governance requirements and practices
	High integrity
	Commitment to good corporate citizenship

	●	strong management experience and senior level experience in medicine,
	●	hospital administration,
	●	medical and scientific research and development,
	●	finance,
	●	international business,
	●	technology,
	●	government, and
	●	academic administration.

BOARD OF DIRECTORS ● Business strategy and operations ● Management development and succession planning ● Human capital and diversity, equity and inclusion ● Litigation


AUDIT COMMITTEE ● Accounting, internal controls, and financial reporting ● Enterprise cybersecurity ● Information security and data protection ● Major financial and business risk exposures	COMPENSATION COMMITTEE ● Executive officer compensation, including incentive compensation plans ● Equity-based plans ● Director compensation	NOMINATIONS AND GOVERNANCE COMMITTEE ● Board composition, refreshment, and succession planning ● Board governance structure ● Governance guidelines and practices	PUBLIC POLICY COMMITTEE ● Sustainability, environment, and social responsibility ● Regulatory compliance and global ethics and compliance programs ● Product quality and cybersecurity, and data privacy



MANAGEMENT ● Design and execution of Abbott’s enterprise risk management process ● Identification, evaluation, and prioritization of risks ● Development and implementation of mitigating actions ● Regular communication with the Board and its Committees on how risks are being managed

	COMMITTEE MEMBERSHIPS
Current Members		Audit Committee^*	Compensation Committee	Nominations and Governance Committee^†	Public Policy Committee^†	Executive Committee
Robert J. Alpern, M.D.
Claire Babineaux-Fontenot
Sally E. Blount, Ph.D.
Robert B. Ford
Paola Gonzalez
Michelle A. Kumbier
Darren W. McDew
Nancy McKinstry
William A. Osborn
Michael F. Roman
Daniel J. Starks
John G. Stratton
Glenn F. Tilton
Total Meetings Held in 2022		7	3	5	4	0

*	Each of the committee members is financially literate, as is required of audit committee members by the New York Stock Exchange. The Board of Directors has determined that Nancy McKinstry is an “audit committee financial expert.”
^†	Messrs. Osborn and Tilton are not standing for re-election at the Annual Meeting. The Board of Directors will appoint a new Nominations and Governance Committee Chair and Public Policy Committee Chair, respectively, upon conclusion of their tenure at the Annual Meeting.

	●	Abbott’s accounting and financial reporting practices and the audit process,
	●	The quality and integrity of Abbott’s financial statements,
	●	The independent auditors’ qualifications, independence, and performance,
	●	The performance of Abbott’s internal audit function and internal auditors,
	●	Legal and regulatory compliance relating to financial matters, including accounting, auditing, financial reporting, and securities law issues, and
	●	Enterprise risk management, including major financial and cybersecurity risk exposures.

	●	Review, approve, and administer the incentive compensation plans in which any executive officer participates and all of Abbott’s equity-based plans. The Compensation Committee may delegate the responsibility to administer and make grants under these plans to management, except to the extent that such delegation would be inconsistent with applicable law or regulation or with the listing rules of the New York Stock Exchange.
	●	Review director compensation annually and recommend to the full Board both the amount and the allocation between equity-based awards and cash. In recommending director compensation, the Compensation Committee takes comparable director fees into account and reviews any arrangement that could be viewed as indirect director compensation.
	●	Engage compensation consultants to provide counsel and advice on executive and non-employee director compensation matters. The consultant and its principal report directly to the Chair of the Committee. The principal 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 Abbott or its senior executives.

		The Committee determines what variables it will instruct the consultant to consider, including peer groups against which performance and pay should be examined, financial metrics to be used to assess Abbott’s relative performance, competitive incentive practices in the marketplace, and compensation levels relative to market practice. The Committee negotiates and approves any fees paid to the consultant for these services.

	●	Assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the nominees for election as directors at the next annual meeting of shareholders,
	●	Recommend to the Board the people to be elected as executive officers of Abbott,
	●	Develop and recommend to the Board the corporate governance guidelines applicable to Abbott, and
	●	Serve in an advisory capacity to the Board and the Chairman of the Board on matters of organization, management succession plans, major changes in the organizational structure of Abbott, and the conduct of Board activities.

	●	Legal, regulatory, and healthcare compliance matters, including evaluating Abbott’s compliance policies and practices and reviewing Abbott’s compliance program,
	●	Product quality and cybersecurity matters,
	●	Governmental affairs and political participation, including advocacy priorities, political contributions, lobbying activities, and trade association memberships,
	●	Sustainability and social responsibility policies and practices, and
	●	Social, political, economic, and environmental trends and public policy issues that affect or could affect Abbott’s business activities, performance, and public image.

PEER, BOARD, AND COMMITTEE EVALUATIONS

Written evaluations solicit feedback on the performance of:

Each individual director, including:		The full Board and Board Committees, including:

● Independent thinking and action ● Contributions to discussions and decisions	● Ethical standards and values ● Professional competence in matters of oversight and governance	● Structure and composition ● Effectiveness of oversight and other responsibilities	● Encouragement of open communication and differing viewpoints