Abbott Laboratories DEF 14A, filed Mar 14, 2025

Abbott Laboratories (ABT)

DEF 14A 2025-03-14 For: 2025-04-25

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Added on June 12, 2026

About this DEF 14A

Abbott Laboratories filed this DEF 14A on March 14, 2025.

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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 2025 Annual Meeting of Shareholders		1

Proxy Summary		2

Election of Directors (Item 1 on Proxy Card)		9

The Board of Directors and its Committees		15
Director Independence		15
Director Selection		15
Board Composition and Diversity		16
Leadership Structure		17
Board Oversight		19
Committees of the Board of Directors		20
Board Evaluation Process		23
Board Meetings and Director Commitments		23
Shareholder Engagement and Feedback		24
Communicating with the Board of Directors		24
Corporate Governance Matters		25
Director Compensation		25

Executive Compensation		27
Compensation Discussion and Analysis		27
Shareholder Engagement and Feedback		28
Abbott’s Peer Group for Pay and Company Performance Benchmarking		29
Basis for Compensation Decisions		30
Compensation Committee Report		53
Compensation Risk Assessment		53
Summary Compensation Table		55
2024 Grants of Plan Based Awards		58
2024 Outstanding Equity Awards at Fiscal Year End		59
2024 Option Exercises and Stock Vested		62
Pension Benefits		62
Potential Payments Upon Termination or Change in Control		66
CEO Pay Ratio		69
Pay Versus Performance		70

		PAGE

Ratification of Ernst & Young LLP as Auditors (Item 2 on Proxy Card)		76
Report of the Audit Committee		77

Say on Pay—An Advisory Vote on the Approval of Executive Compensation (Item 3 on Proxy Card)		78

Additional Information		80
Security Ownership of Executive Officers and Directors		80
Information Concerning Security Ownership		81
Approval Process for Related Person Transactions		81
Other Matters		82
Date for Receipt of Shareholder Proposals for the 2026 Annual Meeting Proxy Statement		82
Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting		82
General		83

Information About the Annual Meeting		84

Cautionary Statement Regarding Forward-Looking Statements		88

	DATE AND TIME		VIRTUAL MEETING SITE		WHO CAN VOTE
	Friday, April 25, 2025 at 9:00 a.m. Central Time		meetnow.global/ABT2025		Shareholders of record at the close of business on February 26, 2025


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 2025	FOR
Item 3	Approval, on an advisory basis, of executive compensation	FOR


	1-Year Total Shareholder Return			5-Year Total Shareholder Return

●	Rigorous Goal Setting: We link executive pay to performance against operating and financial plans, strategic business priorities, initiatives, and human capital metrics.
●	Human Capital Management: Our robust talent management process ensures we cultivate the talent essential for today and tomorrow. We achieve this by providing exceptional development and advancement opportunities, offering unique benefits that support employees and their families, and enabling meaningful work that makes a difference.
●	Peer Review Process: Grounded in good governance principles, our Compensation Committee conducts annual reviews of the peer group to ensure that Abbott remains well-positioned in terms of size, growth, return profiles, geographic breadth, and management structure.
●	Board Composition and Succession Planning: Since 2018, we have added six new independent directors, including three women and three minorities, enhancing our board’s diversity and expertise.

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	67 - 68
Recoupment Policies	Yes	Compensation Committee can seek recoupment of incentive compensation, forfeit existing awards or reduce future awards	52
Robust Share Ownership Guidelines	Yes	Require significant share ownership for officers and directors, and share retention requirements until guidelines are met	26 and 51
Capped Incentive Awards	Yes	Incentive award payments are capped	31 and 54
Independent Compensation Committee Consultant	Yes	Committee consultant performs no other work for Abbott	21
Tax Gross Ups	No	No tax gross ups under our executive officer pay program	50 - 51
Guaranteed Bonuses	No	No guaranteed bonuses	30 - 31
Employment Contracts	No	No employment contracts	66
Excessive Risk Taking	No	No highly leveraged incentive plans that encourage excessive risk taking	53 - 54
Hedging and Pledging of Company Shares	No	No hedging or pledging of Abbott shares is allowed	52 and 54
Discounted Stock Options	No	No discounted stock options are allowed or granted	54

Name	Principal Occupation	Age	Director Since	Committee Memberships
ROBERT J. ALPERN, M.D. Independent	Professor and Former Dean, Yale School of Medicine	74	2008	● Nominations and Governance ● Public Policy
CLAIRE BABINEAUX-FONTENOT Independent	CEO, Feeding America	60	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	63	2011	● Nominations and Governance ● Public Policy
ROBERT B. FORD	Chairman of the Board and CEO, Abbott Laboratories	51	2019	● Executive (Chair)
PAOLA GONZALEZ Independent	Vice President, Global FP&A, The Clorox Company	53	2021	● Audit ● Nominations and Governance
MICHELLE A. KUMBIER Independent	President, Turf & Consumer Products, Briggs & Stratton, LLC	57	2018	● Audit ● Compensation
DARREN W. McDEW Independent	Retired General, U.S. Air Force, and Former Commander of U.S. Transportation Command	64	2019	● Nominations and Governance ● Public Policy
NANCY McKINSTRY Lead Independent Director	CEO and Chairman of the Executive Board, Wolters Kluwer N.V.	66	2011	● Audit (Chair) ● Compensation ● Executive
MICHAEL G. O’GRADY Independent	Chairman and CEO, Northern Trust Corporation	59	2023	● Compensation ● Nominations and Governance
MICHAEL F. ROMAN Independent	Retired Chairman, President and CEO, 3M Company	65	2021	● Compensation ● Public Policy (Chair) ● Executive
DANIEL J. STARKS Independent	Retired Chairman, President and CEO, St. Jude Medical, Inc.	70	2017	● Compensation (Chair) ● Public Policy ● Executive
JOHN G. STRATTON Independent	Executive Chairman, Frontier Communications Parent, Inc.	64	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
	●	Lead Independent Director who is appointed by the independent directors for oversight role
	●	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
	●	Review of Chairman and CEO performance and approval of compensation by independent directors and fully independent Committees
	●	Strong risk oversight, with areas of focus including cybersecurity and data protection, product quality and regulatory compliance, and sustainability
	●	Full Board oversight of corporate strategy and senior management succession planning
	●	Private Committee sessions with members of senior management

THE 12 DIRECTOR NOMINEES COMPRISE A WELL-BALANCED, DIVERSE BOARD.
EXPERTISE ALIGNED WITH ABBOTT’S DIVERSIFIED OPERATING MODEL AND LONG-TERM STRATEGY		WELL-BALANCED TENURE
Healthcare Industry
Finance and Accounting
Science, Innovation, and Technology
Risk Management, including Data Protection and Cybersecurity
Global Strategy and Operations		BOARD DIVERSITY
Senior Leadership of Large, Complex Organizations
Government, Regulatory and Compliance
Consumer Marketing and Brand Management
Sustainability and Corporate Responsibility


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 9 to 24 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 76 to 77 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 strong sustainable performance resulting in total shareholder return (TSR) above the peer median on a one-year and five-year basis. ● See pages 78 and 79 for more information.

●	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.

●	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.

●	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.

●	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.

●	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.

●	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.

●	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.

●	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. Ms. McKinstry has announced her retirement, effective February 2026.
●	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.

●	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.

●	Executive Chairman of the Board of 3M Company, a global manufacturing and technology company, from May 2024 to March 2025.
●	Chairman of the Board, President and Chief Executive Officer of 3M from May 2019 to April 2024.
●	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.

●	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.

●	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.

	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,
●	Authority to call meetings of the independent directors,
●	Review and communicate with the Chairman regarding appropriate agenda topics, and schedule sufficiency,
●	Lead the Board’s annual evaluation of the Chairman of the Board and CEO,
●	Lead the annual performance review process,
●	Consult with management on corporate governance issues and developments,
●	Confer with the Nominations and Governance Committee and the CEO regarding senior management succession planning, and
●	Engage directly with major shareholders as appropriate.

●	Eleven out of twelve director nominees are independent
●	Demonstrated commitment to Board refreshment – 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
●	Review of Chairman and CEO performance and approval of compensation by independent directors and fully independent Committees
●	Private Committee sessions with members of senior management


BOARD OF DIRECTORS
● Business strategy and operations ● Management development and succession planning ● Human capital management ● Litigation


AUDIT COMMITTEE ● Accounting, internal controls, and financial reporting ● Enterprise cybersecurity ● Information security ● 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, product quality, and global ethics and compliance programs ● Product 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
Michael G. O’Grady
Michael F. Roman
Daniel J. Starks
John G. Stratton
Total Meetings Held in 2024	7	3	4	4	0

●	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, information security, and enterprise 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.