Abbott Laboratories DEF 14A, filed Mar 15, 2024

Abbott Laboratories (ABT)

DEF 14A 2024-03-15 For: 2024-04-26

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Added on June 12, 2026

About this DEF 14A

Abbott Laboratories filed this DEF 14A on March 15, 2024.

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☐		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

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☑		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 2024 Annual Meeting of Shareholders		2

Proxy Summary		3

Election of Directors (Item 1 on Proxy Card)		10

The Board of Directors and Its Committees		16
Director Independence		16
Director Selection		16
Board Composition and Diversity		17
Leadership Structure		18
Board Oversight		20
Committees of the Board of Directors		21
Board Evaluation Process		24
Board Meetings and Director Commitments		24
Shareholder Engagement		25
Communicating with the Board of Directors		25
Corporate Governance Materials		25
Director Compensation		26

Executive Compensation		28
Compensation Discussion and Analysis		28
Compensation Committee Report		54
Compensation Risk Assessment		55
Summary Compensation Table		57
2023 Grants of Plan Based Awards		60
2023 Outstanding Equity Awards at Fiscal Year End		61
2023 Option Exercises and Stock Vested		64
Pension Benefits		64
Potential Payments Upon Termination or Change in Control		68
CEO Pay Ratio		71
Pay Versus Performance		71

		PAGE
Ratification of Ernst & Young LLP as Auditors (Item 2 on Proxy Card)		77
Report of the Audit Committee		78

Say on Pay—An Advisory Vote on the Approval of Executive Compensation (Item 3 on Proxy Card)		79

Additional Information		81
Security Ownership of Executive Officers and Directors		81
Information Concerning Security Ownership		82
Approval Process for Related Person Transactions		82
Other Matters		83
Date for Receipt of Shareholder Proposals for the 2025 Annual Meeting Proxy Statement		83
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting		83
General		84

Information About the Annual Meeting		85

Cautionary Statement Regarding Forward-Looking Statements		89

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 2024	FOR
Item 3	Approval, on an advisory basis, of executive compensation	FOR

ROBUST INNOVATION PIPELINE		INVESTING FOR FUTURE GROWTH		SHAREHOLDER RETURNS
●Steady cadence 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. ●Invested $2.2 billion in capital projects in the past year.		●Returned $3.6 billion to shareholders through dividends in 2023 and announced an 8% increase to our dividend for 2024, marking our 52^ndconsecutive year of dividend increases.

●	Board oversight of risks, such as business strategy and operations, enterprise and product cybersecurity, sustainability, and product quality and regulatory compliance.
●	Our rigorous goal setting process which links executive pay to performance against operating and financial plans, strategic business priorities and initiatives, and human capital metrics.
●	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 six new independent directors since 2018, three of whom are women and three of whom are minorities.

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	30-33
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	31-33
Double-Trigger Change in Control	Yes	Provide change in control benefits under double-trigger circumstances only	69-70
Recoupment Policies	Yes	Compensation Committee can seek recoupment of incentive compensation, forfeit existing awards or reduce future awards	54
Robust Share Ownership Guidelines	Yes	Require significant share ownership for officers and directors, and share retention requirements until guidelines are met	27 and 53
Capped Incentive Awards	Yes	Incentive award payments are capped	32 and 56
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	52-53
Guaranteed Bonuses	No	No guaranteed bonuses	31-32
Employment Contracts	No	No employment contracts	68
Excessive Risk Taking	No	No highly leveraged incentive plans that encourage excessive risk taking	55-56
Hedging and Pledging of Company Shares	No	No hedging or pledging of Abbott shares is allowed	54 and 56
Discounted Stock Options	No	No discounted stock options are allowed or granted	56

Name	Principal Occupation	Age	Director Since	Committee Memberships
ROBERT J. ALPERN, M.D. Independent	Professor and Former Dean, Yale School of Medicine	73	2008	●Nominations and Governance ●Public Policy
CLAIRE BABINEAUX- FONTENOT Independent	CEO, Feeding America	59	2022	●Audit ●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	62	2011	●Nominations and Governance ●Public Policy
ROBERT B. FORD	Chairman of the Board and CEO, Abbott Laboratories	50	2019	●Executive (Chair)
PAOLA GONZALEZ Independent	Vice President, Global FP&A, The Clorox Company	52	2021	●Audit ●Nominations and Governance
MICHELLE A. KUMBIER Independent	President, Turf & Consumer Products, Briggs & Stratton, LLC	56	2018	●Audit ●Compensation
DARREN W. McDEW Independent	Retired General, U.S. Air Force, and Former Commander of U.S. Transportation Command	63	2019	●Nominations and Governance ●Public Policy
NANCY McKINSTRY Lead Independent Director	CEO and Chairman of the Executive Board, Wolters Kluwer N.V.	65	2011	●Audit (Chair) ●Compensation ●Executive
MICHAEL G. O’GRADY Independent	Chairman and CEO, Northern Trust Corporation	58	2023	●Compensation ●Nominations and Governance
MICHAEL F. ROMAN Independent	Chairman, President, and CEO, 3M Company	64	2021	●Compensation ●Public Policy (Chair) ●Executive
DANIEL J. STARKS Independent	Retired Chairman, President and CEO, St. Jude Medical, Inc.	69	2017	●Compensation (Chair) ●Public Policy ●Executive
JOHN G. STRATTON Independent	Executive Chairman, Frontier Communications Parent, Inc.	63	2017	●Audit ●Nominations and Governance (Chair) ●Executive

●	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, that are led by the Lead Independent Director and 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

Evaluation	Assessment	Refreshment

Board regularly reviews Abbott’s governance practices, leadership structure, and Board and Committee composition All directors also conduct annual self-evaluations to assess Board, Committee, and peer performance	Board identifies how it can further its effectiveness through a combination of new perspectives and internal improvements	To supplement the Board’s skills and provide fresh perspective, *six new independent directors have been nominated since 2018, three of whom are women and three of whom are minorities*

THE 12 DIRECTOR NOMINEES COMPRISE A WELL-BALANCED, DIVERSE BOARD.
EXPERTISE ALIGNED WITH ABBOTT’S DIVERSIFIED OPERATING MODEL AND LONG-TERM STRATEGY Healthcare and Medical Device Industry Finance and Accounting Risk Management, including Data Protection and Cybersecurity Global Supply Chain, Operations and Infrastructure Management Senior Leadership with Multinational Corporations and Diverse Business Models Regulatory and Compliance Consumer Products Government, Military, and NGO Leadership	WELL-BALANCED TENURE
	BOARD DIVERSITY

✓	Elected annually by independent directors
✓	Regularly presides over executive sessions of independent directors at Board meetings and provides feedback to management
✓	Facilitates communication with the Board and liaises between Chairman and independent directors
✓	Authority to call meetings of independent directors
✓	Communicates regularly with the Chairman regarding appropriate agenda topics, schedule sufficiency, and other Board-related matters

✓	Leads the Board’s annual evaluation of the Chairman of the Board and CEO
✓	Leads the annual performance review process
✓	Works with management on corporate governance issues and developments
✓	Confers with the Nominations and Governance Committee and the CEO regarding management succession planning
✓	Engages directly with major shareholders as appropriate

	Make access and affordability core to new product innovation			Transform care for chronic disease, malnutrition and infectious diseases			Advance health equity through partnership
Integrate access, affordability and data insights as design principles into our R&D work and portfolio.			Innovate to transform the standard of care for diabetes and deliver break-through technologies to improve clinical outcomes for people with cardiovascular disease. Deliver scalable, integrated solutions to reduce preventable deaths and infectious diseases with diagnostics, treatment and education programs.			Expand affordable access to healthcare for underserved, diverse and at-risk communities by delivering innovative, decentralized models of care. Partner with stakeholders to improve health outcomes by advancing standards and building access to affordable, integrated solutions.

	CLIMATE Protect a healthy environment Protect our climate and water, including supporting the Science Based Targets initiative (SBTi) objective of reducing Scope 1, 2 and 3 carbon emissions. Reduce product packaging and waste, including addressing 50 million pounds of packaging and using circular economy approach to achieve at least 90% waste diversion rate.			OUR PEOPLE Build the diverse, innovative workforce of tomorrow Create opportunities in Abbott’s STEM programs and internships for more than 100,000 young people. Achieve gender balance across our global management team and ensure one-third of our U.S. leadership roles are held by people from underrepresented groups.

	SUPPLY CHAIN Ensure a resilient, diverse and responsible supply chain Certify that 80% of newly contracted direct material spends incorporate social responsibility requirements. Ensure ethical sourcing from suppliers with high-risk sustainability factors through 100% auditing. Increase spend with diverse and small businesses by 50%.			DATA AND DATA PRIVACY Responsibly connect data, technology, and care Be a trusted healthcare leader in secure and responsible data collection, use, management and privacy, in order to protect our patients and customers, empower them to make better, more complete decisions about their health, and drive innovation through insights and analytics.

ITEM 1		*The Board recommends a vote FOR each nominee.*
Election of 12 Director Nominees		●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		*The Board recommends a vote FOR this item.*
Ratification of Ernst & Young LLP as Auditors		●Independent firm with significant industry and financial reporting expertise. ●See pages 77 to 78 for more information.
ITEM 3		*The Board recommends a vote FOR the approval of the named officers’ compensation.*
Say on Pay: Advisory Vote on the Approval of Executive 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 strong sustainable performance resulting in total shareholder return (TSR) above the peer median on a five-year basis. ●See pages 79 and 80 for more information.

		ROBERT J. ALPERN, M.D. Director Since 2008 Age 73 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 School 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. 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 School, 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.

		CLAIRE BABINEAUX-FONTENOT Director Since 2022 Age 59 Chief Executive Officer, Feeding America
PROFESSIONAL BACKGROUND ●Chief Executive Officer of Feeding America, a U.S. hunger-relief charitable organization, since 2018. ●Founder of CBF Consulting Group, LLC, a business consulting firm, since 2017. ●Executive Vice President and Global Treasurer of Walmart Inc., a multinational retail corporation operating supercenters, discount department stores, and eCommerce websites, from 2014 to 2017. ●Senior Vice President and Chief Tax Officer of Walmart, from 2007 to 2014. ●Vice President of Audits and Tax Policy of Walmart, from 2004 to 2007. ●Serves on the Board of Directors of New York Life Insurance Company and served on the Board of Directors of Charah Solutions, Inc. from 2018 to 2019. KEY QUALIFICATIONS AND EXPERTISE As the Chief Executive Officer of Feeding America, Ms. Babineaux-Fontenot provides Abbott’s Board with substantial experience in organizational governance, strategic planning, and supply chain and infrastructure management, and through her prior financial leadership roles at Walmart, Ms. Babineaux-Fontenot contributes extensive expertise and knowledge of global risk management and corporate finance and accounting matters for a multinational public company.

		SALLY E. BLOUNT, PH.D. Director Since 2011 Age 62 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. ●Served on the Board of Directors of Ulta Beauty, Inc. from 2017 to 2022 and on the Board of Directors of the Economic Club of Chicago from 2017 to 2023. KEY QUALIFICATIONS AND EXPERTISE As a professor of management and strategy, 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, strategy, governance and management matters.

		ROBERT B. FORD Director Since 2019 Age 50 Chairman of the Board and Chief Executive Officer, Abbott Laboratories
PROFESSIONAL BACKGROUND ●Chairman of the Board and Chief Executive Officer of Abbott since December 2021. ●President and Chief Executive Officer of Abbott from March 2020 to December 2021. ●President and Chief Operating Officer of Abbott from 2018 to 2020. ●Executive Vice President, Medical Devices of Abbott from 2015 to 2018. ●Senior Vice President, Diabetes Care of Abbott from 2014 to 2015. ●Held various leadership roles across Abbott’s Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America since joining Abbott in 1996. KEY QUALIFICATIONS AND EXPERTISE As Abbott’s Chairman of the Board and Chief Executive Officer, and having previously held various leadership positions at Abbott, including Chief Operating Officer, where he was responsible for all of Abbott’s operating businesses, Mr. Ford contributes an extensive knowledge of the Company’s global operations, a wide breadth of experience in strategy and execution, and valuable insights into global healthcare markets.

		PAOLA GONZALEZ Director Since 2021 Age 52 Vice President, Global FP&A, The Clorox Company
PROFESSIONAL BACKGROUND ●Vice President, Global FP&A of The Clorox Company, a manufacturer and marketer of consumer and professional products, since June 2023. ●Vice President and Treasurer of Clorox, responsible for treasury, investor relations, and real estate, from 2018 to 2023. ●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, Global FP&A of The Clorox Company, pursuant to which she provides financial leadership across all Clorox businesses and business development efforts, and through her prior roles in treasury, investor relations, and several of Clorox’s 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.

		MICHELLE A. KUMBIER Director Since 2018 Age 56 President, Turf & Consumer Products, Briggs & Stratton, LLC
PROFESSIONAL BACKGROUND ●Senior Vice President and President, Turf & Consumer Products of Briggs & Stratton, LLC, a manufacturer and marketer of engines, batteries, and outdoor power equipment, since March 2022. ●Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a motorcycle and related products manufacturer, from 2017 to 2020. ●Senior Vice President of Motor Company Product and Operations of Harley-Davidson from 2015 to 2017. ●Held various other executive roles across Harley-Davidson, from 1997 to 2015. ●Held various positions at Kohler Company, maker of premium plumbing products, from 1986 to 1997. OTHER PUBLIC COMPANY BOARDS Teledyne Technologies Incorporated KEY QUALIFICATIONS AND EXPERTISE Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, commercial, business development and strategic planning experience.

		DARREN W. MCDEW Director Since 2019 Age 63 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, General Electric Company 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.

		NANCY MCKINSTRY Lead Independent Director Director Since 2011 Age 65 Chief Executive Officer and Chairman of the Executive Board, Wolters Kluwer N.V.
PROFESSIONAL BACKGROUND ●Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., a global information, software, and services provider, since September 2003, and a member of its Executive Board since June 2001. ●Member of the European Round Table of Industrialists. ●Serves on the Board of Directors of Russell Reynolds Associates and the Board of Overseers of Columbia Business School. ●Served on the Board of Directors of Telefonaktiebolaget LM Ericsson from 2004 to 2012. OTHER PUBLIC COMPANY BOARDS Accenture plc KEY QUALIFICATIONS AND EXPERTISE As the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience, including an understanding of key issues facing a multinational business such as Abbott’s.

		MICHAEL G. O’GRADY Director Since 2023 Age 58 Chairman and Chief Executive Officer, Northern Trust Corporation
PROFESSIONAL BACKGROUND ●Chairman of Northern Trust Corporation, a financial services 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.

		MICHAEL F. ROMAN Director Since 2021 Age 64 Chairman of the Board, President and Chief Executive Officer, 3M Company
PROFESSIONAL BACKGROUND ●Chairman of the Board, President and Chief Executive Officer of 3M Company, a global manufacturing and technology company, since May 2019. ●Chief Executive Officer of 3M from July 2018 to May 2019. ●Chief Operating Officer and Executive Vice President of 3M from July 2017 to June 2018 with direct responsibilities for 3M’s five business groups and its international operations. ●Executive Vice President, Industrial Business Group of 3M from June 2014 to July 2017. ●Senior Vice President, Business Development of 3M from May 2013 to June 2014. ●Vice President and General Manager of Industrial Adhesives and Tapes Division of 3M from September 2011 to May 2013. OTHER PUBLIC COMPANY BOARDS 3M Company KEY QUALIFICATIONS AND EXPERTISE As Chairman of the Board, President and Chief Executive Officer of 3M Company, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management.

		DANIEL J. STARKS Director Since 2017 Age 69 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 the medical device industry, but also extensive business and management experience operating a global public company in a highly regulated industry.

		JOHN G. STRATTON Director Since 2017 Age 63 Executive Chairman, Frontier Communications Parent, Inc.
PROFESSIONAL BACKGROUND ●Executive Chairman of Frontier Communications Parent, Inc., a telecommunications company, since April 2021. ●Executive Vice President and President of Global Operations of Verizon Communications Inc. from 2015 to 2018. ●Executive Vice President and President of Global Enterprise and Consumer Wireline of Verizon from 2014 to 2015. ●President of Verizon Enterprise Solutions from 2012 to 2014. ●Chief Operating Officer and Executive Vice President of Verizon Wireless from 2010 to 2012. ●Member of The President’s National Security Telecommunications Advisory Committee from 2012 to 2018. ●Director of the Cellular Telecommunications Industry Association from 2015 to 2018. OTHER PUBLIC COMPANY BOARDS Frontier Communications Parent, Inc., General Dynamics Corporation KEY QUALIFICATIONS AND EXPERTISE Through his executive leadership experience, Mr. Stratton contributes extensive business and management expertise operating a global public company such as Abbott, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry.

✓	Global business perspective
✓	Successful track record
✓	Innovative thinking

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

●	Preside at regularly conducted executive sessions of the independent directors and provide feedback to the Chairman and CEO and other senior management, as appropriate,
●	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,
●	Call meetings of the independent directors,
●	Communicate regularly with the Chairman regarding appropriate agenda topics, schedule sufficiency, and other Board related matters,
●	Lead the Board’s annual evaluation of the Chairman of the Board and CEO,
●	Lead the annual performance review process,
●	Work with management on corporate governance issues and developments,
●	Confer with the Nominations and Governance Committee and the CEO regarding management succession planning, and
●	Engage directly with major shareholders as appropriate.

●	Eleven out of twelve director nominees are independent
●	Demonstrated commitment to Board refreshment and diversity – six new independent directors in the last six years, three of whom are women and three of whom are minorities
●	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 election of directors by majority vote
●	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

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



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
Michael G. O’Grady
Michael F. Roman
Daniel J. Starks
John G. Stratton
Total Meetings Held in 2023	8	5	4	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.”

●	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.