1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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AMGEN INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
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No fee required.
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1
Robert A. Bradway Chairman of the Board, Chief Executive Officer and President | ||
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Amgen Inc. One Amgen Center Drive Thousand Oaks, CA 91320-1799 |
April 7, 20205, 2022
Dear Fellow Stockholder:
You are invited to attend the 20202022 Annual Meeting of Stockholders, or Annual Meeting, of Amgen Inc. to be held on Tuesday, May 19, 2020,17, 2022, at 11:00 A.M., Pacific Time.Time, via the internet at www.virtualshareholdermeeting.com/AMGN2022.
Our Mission:Mission: We seek to develop innovativemedicinesinnovativemedicines that address important unmet medical needs in the fight against serious illness. This mission is the central underpinning of our strategy, inherently long-term, and in service of patients and their families.
Our Heritage:This month,mission to serve patients is supported by our long-standing focus on using our resources responsibly to support the sustainability of our business and the global environment in which we are celebratingand our fortieth anniversary. Entrepreneurs started Amgen 40 years ago knowing that biotechnology could change lives. Today, our innovative medicines can be found in approximately 100 countries. We are proud of what Amgen has accomplished in the past four decades, and excited for what the future holds.patients live.
Execution of Our Strategy: In 2019,2021, we advanced key facetshave remained focused on our strategic priorities while navigating the ongoing impact of the pandemic. Innovation is at the core of our long-term growth strategy in a year of transition.strategy. We have reshaped our portfolio of innovativelaunched three medicines in recent years, focusing on products that can grow primarily through volume increases, rather than price increases, includingaddress serious diseases – RepathaLUMAKRAS®,for the treatment of advanced non-small cell lung cancer, AimovigTEZSPIRE®™,Prolia®(1),EVENITY® for the treatment of severe asthma, and most recently,an expanded indication for Otezla® for the treatment of plaque psoriasis across all severities (mild, moderate, and severe). LeveragingWe completed strategic business acquisitions that complement our industry-leading biologics manufacturing skills, we have delivered our first biosimilars to the U.S. market,internal innovation, including MVASI®Five Prime Therapeutics, Inc. (biosimilar bevacizumab (Avastin®)) andKANJINTIbemarituzumab®, a first-in-class antibody in oncology, and Teneobio, Inc. (biosimilar trastuzumab (Herceptin®)),and its proprietary bispecific and multispecific antibody technologies and portfolio of early-stage oncology assets. We entered into a collaboration with Kyowa Kirin Co. Ltd. to develop and commercialize AMG 451, a Phase 3-ready first-in-class asset in 2019 (addinginflammation. Additionally, we invested to strengthen our two successful biosimilar launches outside of the U.S. last year). Wediscovery capabilities, progressed our early oncologyinnovative pipeline, continued to advance our biosimilar programs includingAMG 510,(with 11 biosimilars in our KRASG12C small molecule inhibitor, that has enrolled a potentially pivotal Phase 2 monotherapy studycurrent portfolio) and expand our global presence, including in advancednon-small cell lung cancer, began enrollment of colorectal cancer patientsfast-growing markets in a Phase 2 monotherapy study, and is also being investigated as a treatment for a variety of other solid tumors. Outside of oncology,Asia. Throughout, we have also advanced our pipeline in our other therapeutic areas and await data fromtezepelumab for allergic andnon-allergic asthma,omecamtiv mecarbil for heart failure, and Otezla for mild to moderate psoriasis. And we are increasingly well-positioned to take advantage of the growing demand for innovative healthcare globally, with our expanding presence in markets around the world, including China, where we have entered into a strategic oncology collaboration withBeiGene Ltd., and Japan. In 2019, we also continued to work on the construction of our second next-generation manufacturing facility in Rhode Island, building on the success we have had with our first next-generation facility in Singapore; delivering the same output as a traditional plant, but with a much smaller environmental footprint. We continue to maintainmaintained a disciplined approach to capital allocation, through which we investinvesting in our future while alsoconcurrently returning capital to stockholders. In the Compensation Discussion and Analysis section of this proxy, we further discuss our progress against our strategy in 2019.
Our Commitment to Society:As we striveOur approach to bring to marketfirst-in-class orbest-in-class medicines to treat serious illness and deliver a large effect size, we believe that we are bringing the type of innovation that can address the challenges of our increasingly older and more urban global population. How we achieve this aspiration is equally important since making a positive difference in the world is at the heart of what we do. As part of our mission to serve patients, we take our responsibilities seriously with respect to the areas of environmental sustainability, social responsibility, and corporate governance, (ESG)or ESG, begins with our mission to serve patients and is supported by our long-standing focus on using resources responsibly to support the sustainability of our business. In 2021, we launched a new environmental sustainability plan, our third since 2007, that includes a target of achieving carbon neutrality in our operations by 2027 (while also aiming to further reduce our water use by 40% and waste disposed by 75%(2)). In additionOur latest U.S. biomanufacturing plant featuring innovative technologies in Rhode Island received U.S. Food and Drug Administration approval in January 2022, expanding our manufacturing capacity while also delivering environmental and cost efficiencies. We announced plans to a commitmentinvest approximately $1 billion to ethical business practices,build two additional U.S. plants (in Ohio and North Carolina) featuring innovative technologies that support our ESG efforts include integrating environmentally sustainable practices throughout our business, improving2027 environmental sustainability plan. Since its inception, the Amgen Foundation has contributed more than $375 million to non-profit organizations around the world that complement Amgen’s purpose-driven dedication to impacting lives in inspiring and innovative ways, including through four signature science education programs that, in 2021 alone, have reached over 27 million students and educators worldwide. Through patient assistance programs, expanded access to investigational therapies, donations, and other initiatives, we have developed patient support programs to assist eligible patients around the world to obtain the medicines they need. We increased our medicines, supporting science education for the next generation of innovators,focus on diversity, inclusion, and enhancingbelonging, including by working to improve the diversity and inclusivenessrepresentation of racial and ethnic minority populations in clinical trial research and we aspire to double our workforce.supplier diversity spending and triple our Black-owned business spend in the U.S. by 2023.(3) Our new U.S. plant locations in Ohio and North Carolina were chosen, in part, because they will expand our access to diverse talent.
Stockholder Engagement:We are alsocontinue to be guided by the perspectives of our stockholders as expressed through their direct engagement with us throughout the year and at our Annual Meeting. SinceConsistent with prior years’ practices, since our 20192021 annual meeting of stockholders, in addition to outreach by our executives and Investor Relations department to investors owning approximately 58% of our outstanding shares, we have engaged in governance-focused outreach activities and discussions with the governance teams for stockholders comprising approximately 51%52% of our outstanding shares. Topics discussed includedIn 2021, stockholders asked questions about our business performance,response to COVID-19 and ESG issues. In response to stockholder feedback, we have enhanced our ESG programs,reporting, including disclosing our annual Consolidated EEO-1 Report(4) and executive compensation (including its direct link toadditional metrics on the diversity of our strategy).workforce. Feedback received during the course of these meetingsactivities is shared with the fullour Board of Directors and informs Board decisions. In addition to these governance-focused outreach activities, we have more than doubled our participation in investor events and committee decisions.engagement sessions since 2017. We are eager to continue this valuable dialogue with our investors in the coming year.
We are grateful to our former Executive Vice President and Chief Financial Officer, David W. Meline, who retired as CFO at the end of 2019 for his significant and lasting contributions to Amgen. Peter H. Griffith joined us as our new CFO this year and his extensive financial and operational experience will benefit Amgen as we continue our efforts to serve more patients and drive long-term growth and stockholder value.
I look forward to sharing more about our Company at the Annual Meeting. In addition to the business to be transacted and described in the accompanying Notice of Annual Meeting of Stockholders, I will discuss recent developments during the past year, the substantial progress we made on our strategic priorities for 2019,in 2021, and respond to comments and questions.
On behalf of our Board, of Directors, I thank you for your participation and investment in Amgen. We look forward to the Annual Meeting on May 19. As a final note, and also on behalf of our Board of Directors, I would like to thank Rebecca M. Henderson, who is not standing forre-election this year, for her decade of wise counsel to and guidance of Amgen.17.
Sincerely,
Robert A. Bradway
Chairman of the Board,
Chief Executive Officer and President
| (1) | Being developed in collaboration with AstraZeneca plc. |
| (2) | Carbon neutrality goal refers to Scope 1 and 2 emissions. Reductions take into account only verified reduction projections, and do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |
| (3) | Measured against a 2019 baseline. |
| (4) | Beginning with our Consolidated EEO-1 Report filed in 2021. |
Amgen Inc. One Amgen Center Drive Thousand Oaks, California 91320-1799 |
Notice of Annual Meeting of Stockholders
To be Held on May 19, 202017, 2022
To the Stockholders of Amgen Inc.:
| Date and Time: | Tuesday, May | |||
| Location: |
Stockholders or their proxyholders may participate, vote, and examine our list of stockholders at our Annual Meeting via the | |||
| Record Date: | March | |||
| Mail Date: | We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about April | |||
| Items of Business: | ||||
| 1. | To elect | |||
| 2. | To hold an advisory vote to approve our executive compensation; | |||
| 3. | To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, | |||
| 4. |
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To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof. | ||||
Attendance: The live audio webcast of the Annual Meeting will begin promptly at 11:00 A.M., Pacific Time. To participate in the virtual meeting, you will need the control number included on your Notice, proxy card, or voting instruction form. We encourage you to access the meeting prior to the start time. Please read | ||||
Voting:Your vote is important, regardless of the number of shares that you own. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. Please read the Notice of Annual Meeting of Stockholders and proxy statement with care and follow the voting instructions to ensure that your shares are represented. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. We encourage you to submit your proxy as soon as possible by Internet,internet, by telephone, or by signing, dating, and returning all proxy cards or instruction forms provided to you.
By Order of the Board of Directors
Jonathan P. Graham
Secretary
Thousand Oaks, California
April 7, 20205, 2022
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Table of Contents
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Process for Selecting Directors, Director Qualifications, and Board Diversity | 25 | |||
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Governance Committee Processes and Procedures for Considering and Determining Director Compensation | 29 | |||
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Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management | 31 | |||
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ï 20202022 Proxy Statement
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This summary contains highlights about our Company and the upcoming 2020 Annual Meeting of Stockholders, or Annual Meeting. This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire proxy statement before voting.
2020 Annual Meeting of Stockholders
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Voting Matters and Board Recommendations
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ï 2020 Proxy Statement 1
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Proxy Statement Summary
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This summary contains highlights about our Company and the upcoming 2022 Annual Meeting of Stockholders, or Annual Meeting. This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire proxy statement before voting.
2022 Annual Meeting of Stockholders
Date and Time: | Tuesday, May 17, 2022, at 11:00 A.M., Pacific Time | |
Location: | Our 2022 Annual Meeting of Stockholders will be held solely by remote communication via the internet at www.virtualshareholdermeeting.com/AMGN2022. While you will not be able to attend the Annual Meeting in person, stockholders will, to the extent possible, be afforded the same rights and opportunities to participate at the virtual meeting similarly to how they would participate at an in-person meeting. Stockholders or their proxyholders may participate, vote, and examine our list of stockholders at our Annual Meeting via the internet at www.virtualshareholdermeeting.com/AMGN2022 and using your control number. | |
Record Date: | March 18, 2022 | |
Mail Date: | We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about April 5, 2022, to our stockholders. | |
Voting Matters and Board Recommendations
Matter | Our Board Vote Recommendation | |||
Management Proposals: | ||||
Item 1: | Election of the 12 Nominees to the Board of Directors Named in This Proxy Statement (page 8) | FOR each Director Nominee | ||
Item 2: | Advisory Vote to Approve Our Executive Compensation (page 40) | FOR | ||
Item 3: | Ratification of Selection of Independent Registered Public Accountants (page 94) | FOR | ||
How to Vote
| • By Internet: You may submit a proxy over the | |
| • By Telephone: You may submit a proxy by telephone by following the instructions on the website referred to in the Notice, proxy card, or voting instruction form mailed to you. You will need the control number that appears on your Notice, proxy card, or voting instruction form. | |
| • By Mail:If you received a full paper set of materials, date and sign your proxy card or voting instruction form and mail it in the enclosed, postage-paid envelope. If you received a Notice, you may request a proxy card by following the instructions on your Notice. You do not need to mail the proxy card if you are submitting your proxy by | |
| • At the Meeting:To vote at the Annual Meeting, visitwww.virtualshareholdermeeting.com/ |
2 2020ï 2022 Proxy Statement1
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Proxy Statement Summary
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Item 1: Election of 1112 Nominees to the Board of Directors (Page 9)8)
Nominee | Independent | Age | | Director Since |
| Audit | | Governance and Nominating |
| Executive | | Compensation and Management Development |
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Brian J. Druker
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Director*Current Composition of the Board and Corporate Governance Highlights
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ï 2020 Proxy Statement 3
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We Have Implemented Governance Best Practices
We continuously monitor developments and best practices in corporate governance and consider stockholder feedback when enhancing our governance structures. Below are highlights of our key governance practices:
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4 ï 2020 Proxy Statement
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Item 2: Advisory Vote to Approve Our Executive
Compensation (Page 34)
We Have Implemented Compensation Best Practices
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NEO Compensation is Dependent on Our Performance
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ï 2020Board Tenure 2 4 4 2 ~ <3 Years 3-6 Years 7-9 Years >9 Years 6 Years Average Board Tenure Diverse Independent Director Perspectives 8 Experienced Current and Former Public Company CEOs/ CFO 6 Scientific Research and/or Healthcare Experience 4 Financial Industry Experience 3 Women 2 Racially /Ethnically Diverse Proxy Statement 5
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2019 Annual and Long-Term Awards Reflect Performance AgainstPre-Established Goals and Measures
2019 Annual Cash Incentive Program
| 2017-2019 Long-Term Incentive Performance Award Payout
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Our annual cash incentive program is designed to focus our staff on delivering financial and operational objectives to drive annual performance, advance strategic priorities, and position us for long-term success.
| 80% of our annual long-term incentive, or LTI, equity award grants are performance-based, aligning compensation with long-term value creation for our stockholders. Three-year performance units comprise 50% of our LTI equity award grants, with the goal design and all measurement targets established at the beginning of the three-year performance period. | |||||||
Goal
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% of Target Earned
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Financial Performance
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Revenues
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Non-GAAP Net Income(1)
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Progress Innovative Pipeline
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Advance Early Pipeline
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Execute Key Clinical Studies and Regulatory Filings
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Deliver Annual Priorities
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Execute Critical Launches and Long-Term Commercial Objectives
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Achieve Productivity Objectives
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Final Score
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Access FOR DIRECTOR NOMINATIONS ~92% INDEPENDENT DIRECTORS Lead INDEPENDENT DIRECTOR 7 NEW DIRECTORS SINCE 2015 ~ 6 ï 2020 Proxy Statement
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Item 3: Ratification of Selection of Independent Registered
Public Accountants (Page 90)
The Audit Committee of the Board has selected Ernst & Young LLP, or EY, as our independent registered public accountants for the fiscal year ending December 31, 2020.
EY has served as our independent registered public accounting firm since the Company’s inception in 1980.
Each year, the Audit Committee evaluates the qualifications and performance of the Company’s independent registered public accountants and determines whether tore-engage the current independent registered public accountants.
Based on this evaluation, the Audit Committee believes that the continued retention of EY is in the best interests of the Company and its stockholders.
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Item 4: Stockholder Proposal (Page 93)
Stockholder proposal to require an independent Board Chair, if properly presented.
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ï 2020 Proxy Statement 7
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Please see “Leadership Structure” in the Corporate Governance section for a full discussion of our current leadership structure and lead independent director responsibilities.
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years AVERAGE TENURE 8 ï 2020 Proxy StatementCURRENT/ FORMER PUBLIC COMPANY CEO/CFOs
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Election of Directors
Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. We currently have 12 authorized directors serving on our Board. Based upon the recommendation of our Governance and Nominating Committee, the Board has nominated each of the director nominees set forth below to stand forre-election as a director, in each case for aone-year term expiring at our 2021 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death. Rebecca M. Henderson is not standing forre-election at the 2020 Annual Meeting of Stockholders, or Annual Meeting, after ten years of valuable service to the Company.
The Board has fixed the authorized number of directors at 11 to be effective as of the close of the Annual Meeting and the election by stockholders of the nominees standing for election. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if any nominee should
become unavailable for election prior to the Annual Meeting, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even though less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death.
The independent members of the Board have elected Robert A. Eckert to continue to serve as our lead independent director, subject to hisre-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”
Nominees to the Board
Nominee | Independent | Age | | Director Since |
| Audit | | Governance and Nominating |
| Executive | | Compensation and Management Development |
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Wanda M. Austin
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Robert A. Bradway
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Brian J. Druker
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Robert A. Eckert
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Greg C. Garland
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Fred Hassan
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Charles M. Holley, Jr.
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Ellen J. Kullman
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Ronald D. Sugar
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R. Sanders Williams
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Nominee | Independent | Age | | Director Since |
| Audit | | Governance and Nominating |
| Executive | | Compensation and Management Development |
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Wanda M. Austin
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Robert A. Bradway
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Brian J. Druker
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Robert A. Eckert*
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Greg C. Garland
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S. Omar Ishrak
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Ellen J. Kullman
|
| ✓
|
|
| 66
|
|
| 2016
|
|
| M
|
|
| M
|
| |||||||||||||||||||||||
Amy E. Miles
|
| ✓
|
|
| 55
|
|
| 2020
|
|
| M
|
|
| M
|
| |||||||||||||||||||||||
Ronald D. Sugar
|
| ✓
|
|
| 73
|
|
| 2010
|
|
| M
|
|
| M
|
|
| C
|
| ||||||||||||||||||||
R. Sanders Williams
|
| ✓
|
|
| 73
|
|
| 2014
|
|
| M
|
|
| M
|
| |||||||||||||||||||||||
| “*” | indicates Lead Independent Director. |
| “C” | indicates Chair of the committee. |
| “M” | indicates member of the committee. |
2 ï 20202022 Proxy Statement
Proxy Statement Summary |
9We Have Implemented Governance Best Practices
We continuously monitor developments and best practices in corporate governance and consider stockholder feedback when enhancing our governance structures. Below are highlights of our key governance practices:
Leadership and Independent Oversight | ✓ Highly Independent Board – 11 of our 12 director nominees (page 28) ✓ Regular Executive Sessions of Independent Directors and Access to Management (pages 17, 19 and 27) ✓ Continuous Refreshment Practices (pages 17 and 24-26) – 7 New Directors Since 2015 – 3 Women and 2 Racially/Ethnically Diverse Directors – Average Board Tenure of Approximately 6 Years for Our Directors ✓ Annual Anonymous Board and Committee Evaluation Process (pages 17 and 27) ✓ All Directors Meet Our Board of Directors Guidelines for Director Qualifications and Evaluations (Appendix A) ✓ Robust Lead Independent Director Role (pages 17-20) ✓ Limitation on Number of Other Boards (page 17) ✓ Corporate Responsibility and Compliance Committee (page 30) ✓ Enterprise Risk Management Program and Annual Compensation Risk Analysis – overseen by Board and Compensation and Management Development Committee, respectively (pages 20-21 and 37-38) | |||
Stockholder Rights | ✓ Single Class of Shares – One share equals one vote (page 18) ✓ Proxy Access – Up to 20 eligible stockholders who own 3% of shares for 3 years who meet the requirements set forth in our Bylaws may have their director nominees constituting up to the greater of 20% of the total directors or two nominees included in our proxy materials (pages 18 and 102) ✓ Majority Voting Standard for Director Elections (pages 17 and 100-101) ✓ Stockholders(1) May Act By Written Consent (page 18) ✓ Stockholders(1) Have a Right to Call Special Meetings (15% threshold requirement) (page 18) ✓ No Supermajority Vote Provisions in Certificate of Incorporation or Bylaws (page 18) ✓ No Poison Pill (page 18) | |||
Transparency and Accountability | ✓ Regular Engagement With Stockholders to Seek Feedback (pages 17, 31 and 51) ✓ Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance (ESG), Has Delivered Environmentally Responsible Operations, Improved Patient Access to Medicines, Provided High Quality, Free Science Education Resources, and Benefited the Communities Where We Live and Work (pages 31-35) – We expanded our ESG reporting in 2021. Our latest Environmental, Social, and Governance Report maps our reporting to the Sustainability Accounting Standards Board (SASB) standards for our industry and, to enhance transparency around the composition of our workforce, we disclose our annual Consolidated EEO-1 Report.(2) ✓ Significant Stock Ownership Requirements for Officers and Directors (pages 37, 44, 68-69 and 87) |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE 12 NAMED NOMINEES. | ||||
| (1) | Who meet the requirements set forth in our Restated Certificate of Incorporation or our Amended and Restated Bylaws, as applicable. |
| (2) | Beginning with our Consolidated EEO-1 Report filed in 2021. |
ï 2022 Proxy Statement3
Proxy Statement Summary |
Item 2: Advisory Vote to Approve Our Executive
Compensation (Page 40)
Our executive compensation program is designed to reward and drive long-term performance in support of our strategy.
2021 Business Highlights
Our strategy includes a series of integrated activities designed to strengthen our long-term competitive position in the industry. Despite the onset of the COVID-19 pandemic in 2020, we have remained focused on our strategic priorities and our values while closely managing the effects of the pandemic on our global operations.
We delivered strong performance in 2021. We launched new products, advanced our innovative pipeline, completed several strategic transactions to augment our pipeline and research capabilities, and continued to provide uninterrupted supply of our medicines globally.
2021 Product Launches | ||||
LUMAKRAS®for the treatment of advanced non-small cell lung cancer |
TEZSPIRE™(1) for the treatment of severe asthma |
Expanded indication for Otezla® for the treatment of plaque psoriasis across all severities (mild, moderate, and severe) | ||
Key 2021 Strategic Business Transactions That Complement Our Internal Innovation | ||||
Acquired Five Prime Therapeutics, Inc., and bemarituzumab, a first-in-class antibody in oncology |
Acquired Teneobio, Inc. and its proprietary bispecific and multispecific antibody technologies and portfolio of early-stage oncology assets. | Entered into a collaboration with Kyowa Kirin Co. Ltd. to develop and commercialize AMG 451, a Phase 3-ready first-in-class asset in inflammation. | ||
Executed key clinical studies and advanced innovative first-in-class pipeline:
Advanced bemarituzumab into Phase 3 for the treatment of patients with human epidermal growth factor receptor 2 negative FGFR2b-positive gastric and gastroesophageal junction cancer;
| • | Expanded KYPROLIS® U.S. prescribing information to include its use in combination with DARZALEX FASPRO®(2) and dexamethasone for patients with multiple myeloma at first or subsequent relapse; and |
| • | Progressed our early innovative pipeline forming 7 product teams(3), initiating 4 first-in-human studies, and advancing 4 programs through our early-to-late stage portal. |
We accomplished these objectives while maintaining a strategic and disciplined approach to capital allocation, and advancing our environmental sustainability, social responsibility, and corporate
governance. Our strong cash flows and balance sheet allowed for significant investment in 2021 for long-term growth, while simultaneously providing substantial returns to stockholders.
In 2021, while investing $4.8 billion in research and development, $2.5 billion in strategic business acquisitions, and $880 million in capital projects, we also returned $9 billion of capital to our stockholders ($4 billion of dividends and $5 billion in share repurchases) |
| (1) | Being developed in collaboration with AstraZeneca plc. |
| (2) | DARZALEX FASPRO is a registered trademark of Janssen Biotech, Inc. |
| (3) | Formed when a molecule has been judged to have the potential to be safe and effective in humans. |
4 ï 2022 Proxy Statement
Proxy Statement Summary |
NEO Compensation Is Dependent on Our Performance
A significant amount of each Named Executive Officer’s, or NEOs, compensation is at-risk and dependent on our performance and execution of our strategic priorities.
2021 Total Target Direct Compensation Mix
2021 Annual and Long-Term Awards Reflect Performance Against Pre-Established Goals and Measures
2021 Annual Cash Incentive Plan
| 2019-2021 Long-Term Incentive Performance Award Payout
| |||||||||||||
Our annual cash incentive plan is designed to focus our staff members on delivering financial and operational objectives to drive annual performance, advance strategic priorities, and position us for long-term success.
| 80% of our annual LTI equity award grants are performance-based, aligning compensation with long-term value creation for our stockholders. Performance units comprise 50% of our annual LTI equity award grants, with the goal design and all measurement targets established at the beginning of the three-year performance period.
| |||||||||||||
Goal | Weighting | | % of Target Earned |
| Weighted Score Achieved(1) |
|
| |||||||
Financial Performance |
| 62.1% | ||||||||||||
Revenues | 30% | 87.6% |
| |||||||||||
Non-GAAP Net Income(2) | 30% | 119.5% |
| |||||||||||
Progress Innovative Pipeline |
| 53.6% | ||||||||||||
Advance Early Pipeline | 10% | 200.0% |
| |||||||||||
Execute Key Clinical Studies and Regulatory Filings | 20% | 167.9% |
| |||||||||||
Deliver Annual Priorities |
| 21.0% | ||||||||||||
Environmental, Social, and Governance | 5% | 195.8% |
| |||||||||||
Digital Transformation | 5% | 225.0% |
| |||||||||||
Final Score | 136.8% | |||||||||||||
| (1) | Percentages do not total to final score due to rounding. |
| (2) | Non-Generally Accepted Accounting Principles (non-GAAP) net income for purposes of the 2021 Company performance goals of our annual cash incentive plan is reported and reconciled in Appendix B. |
| (3) | The non-GAAP operating measures (EPS growth and return on invested capital, or ROIC) with respect to the 2019-2021 performance period are as reported and reconciled in Appendix B, except that operating measures for 2021 performance were further adjusted to include the impacts of gains on equity investments as prescribed by the 2019-2021 performance goals document. For this purpose, non-GAAP net income was increased by $338 million, or $0.59 per share and the tax rate used to calculate ROIC was adjusted accordingly to approximately 13.1%, resulting in a 0.1% reduction in ROIC. |
ï 2022 Proxy Statement5
Proxy Statement Summary |
We Have Implemented Compensation Best Practices
What we do |
| ✓ | Long-term performance-based equity awards (80% of total target equity, of which 50% are three-year performance unit awards and 30% are stock options) |
| ✓ | A substantial majority of NEO compensation is performance-based and at-risk |
| ✓ | Recoupment provisions for misconduct that causes serious financial or reputational damage include forfeiture and cancellation of unvested or unexercised(1) equity awards and annual cash incentive awards being deemed not earned in full or part |
| ✓ | Clawback policy tied to financial restatement and misconduct that permits recapture of past cash or long-term incentive equity award payouts |
| ✓ | Robust stock ownership (6x for Chief Executive Officer) and retention guidelines |
| ✓ | Minimum vesting periods of one year, with most equity grants vesting over four years (with no vesting in the first year and vesting in three approximately equal installments thereafter) |
| ✓ | We use market median values as the reference point for each element of compensation at all job levels, including our NEOs |
| ✓ | Independent compensation consultant |
| ✓ | Amgen Values overlay our performance goals |
What we don’t do |
× | No alterations to our established goals to respond to changing business conditions (for example, we have not made any changes to established goals in response to the occurrence or challenges of the pandemic) | |
× | No hedging or pledging | |
× | No re-pricing or backdating | |
× | No tax gross-ups (except in connection with relocation) | |
× | No single-trigger for stock options and restricted stock units in the event of a change of control | |
× | No excessive perks | |
× | No employment agreements | |
× | No dividends paid on unvested equity | |
× | No defined benefit pension or supplemental executive retirement plan (SERP) benefits | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| (1) | Forfeiture and cancellation applies to any unvested or unexercised portion of any stock options granted after December 31, 2020. |
6 ï 2022 Proxy Statement
Proxy Statement Summary |
Item 3: Ratification of Selection of Independent Registered Public Accountants (Page 94)
Each year, the Audit Committee evaluates the qualifications and performance of the Company’s independent registered public accountants and determines whether to re-engage the current independent registered public accountants.
Based on this evaluation, the Audit Committee believes that the continued retention of Ernst & Young LLP, or EY, is in the best interests of the Company and its stockholders.
The Audit Committee of the Board has selected EY as our independent registered public accountants for the fiscal year ending December 31, 2022.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. |
ï 2022 Proxy Statement7
|
Item 1 — Election of Directors
|
|
Election of Directors
Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. The Board has fixed the authorized number of directors at 12 and we currently have 12 directors serving on our Board. Our Board is composed of directors with a wide range of relevant experiences and backgrounds and considers a number of attributes when seeking new candidates for the Board as discussed more fully below and in the section “Corporate Governance—Process for Selecting Directors, Director Qualifications, and Board Diversity.” Based upon the recommendation of our Governance and Nominating Committee, or Governance Committee, the Board has nominated each of the director nominees set forth below to stand for election as a director, in each case for a one-year term expiring at our 2023 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death.
Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if
any nominee should become unavailable for election prior to the 2022 Annual Meeting of Stockholders, or Annual Meeting, proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even if less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death.
The independent members of the Board have elected Robert A. Eckert to continue to serve as our lead independent director, subject to his re-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”
Nominees to the Board
Nominee | Independent | Age | | Director Since |
| Audit | | Governance and Nominating |
| Executive |
|
Compensation and Management Development |
| | Equity Award |
| | Corporate Responsibility and Compliance |
| |||||||||||||||||||
Wanda M. Austin |
| ✓ |
|
| 67 |
|
| 2017 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Robert A. Bradway |
| 59 |
|
| 2011 |
|
| C |
|
| M |
| ||||||||||||||||||||||||||
Brian J. Druker |
| ✓ |
|
| 66 |
|
| 2018 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Robert A. Eckert* |
| ✓ |
|
| 67 |
|
| 2012 |
|
| M |
|
| M |
|
| C |
| ||||||||||||||||||||
Greg C. Garland |
| ✓ |
|
| 64 |
|
| 2013 |
|
| C |
|
| M |
|
| M |
| ||||||||||||||||||||
Charles M. Holley, Jr. |
| ✓ |
|
| 65 |
|
| 2017 |
|
| C |
|
| M |
|
| M |
| ||||||||||||||||||||
S. Omar Ishrak |
| ✓ |
|
| 66 |
|
| 2021 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Tyler Jacks |
| ✓ |
|
| 61 |
|
| 2012 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Ellen J. Kullman |
| ✓ |
|
| 66 |
|
| 2016 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Amy E. Miles |
| ✓ |
|
| 55 |
|
| 2020 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Ronald D. Sugar |
| ✓ |
|
| 73 |
|
| 2010 |
|
| M |
|
| M |
|
| C |
| ||||||||||||||||||||
R. Sanders Williams |
| ✓ |
|
| 73 |
|
| 2014 |
|
| M |
|
| M |
| |||||||||||||||||||||||
| “*” | indicates Lead Independent Director. |
| “C” | indicates Chair of the committee. |
| “M” | indicates member of the committee. |
8 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Summary of Director Nominee Core Experiences and Skills
Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our directors have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research in the areas of oncology and cardiology and experience leading important academic institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee to be represented on our Board.nominee. The details of each director’snominee’s competencies are included in each director’s profile.nominee’s biography.
Experience / Experience/Skills Austin Bradway Druker Eckert Garland Hassan Henderson Holley Ishrak Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International
The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the✓ is designed to indicate that a director has a particular strength in that area.
|
10 ï 20202022 Proxy Statement9
|
Item 1 — Election of Directors
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.
Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our directors meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement asAppendix A. There are no family relationships among any of our directors or among any of our directors and our executive officers.
Wanda M. Austin
Director since: 2017
Age:
Committees: • Audit • Compensation and Management Development
Other Public Company Boards: • Chevron Corporation • Virgin Galactic Holdings, Inc.
|
Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004.
Dr. Austin
Qualifications
The Board concluded that Dr. Austin should serve on the Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her public board experience. |
Robert A. Bradway
Director since:2011
Age:
Committees: • Equity Award • Executive (Chair)
Other Public Company Boards: • The Boeing Company
|
Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm’s banking department and corporate finance activities in Europe.
Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes, defense, space and securities systems, since 2016, serving
Qualifications
The Board concluded that Mr. Bradway should serve on the Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer. |
10 ï 20202022 Proxy Statement 11
|
Item 1 — Election of Directors
|
|
Brian J. Druker
Director since:2018
Age:
Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Vincerx Pharma, Inc.
|
Brian J. Druker joined Oregon Health & Science University, or OHSU, in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker has served as the director of the OHSU Knight Cancer Institute since 2007, associate dean for oncology of the OHSU School of Medicine since 2010, and theJELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to 2019.
Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has served on the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker
Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec®) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his medical doctorate from the University of California, San Diego. |
Qualifications
The Board concluded that Dr. Druker should serve on the Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients.
Robert A. Eckert
Lead Independent Director
Director since:2012
Age:
Committees: • Compensation and Management Development (Chair) • Executive • Governance and Nominating
Other Public Company Boards: • Levi Strauss & Co. • McDonald’s Corporation • Uber Technologies, Inc.
|
Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacture and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992.
Mr. Eckert has been a director of McDonald’s Corporation, a company
|
Qualifications
The Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured experience as a chief executive officer and director of large public companies, his broad international experience in marketing and business development, and his valuable leadership experience.
12 ï 20202022 Proxy Statement11
|
Item 1 — Election of Directors
|
|
Greg C. Garland
Director since:2013
Age:
Committees: • Compensation and Management Development • Executive • Governance and Nominating (Chair)
Other Public Company Boards: • Phillips 66(1)
|
Greg C. Garland is the Chairman and Chief Executive Officer of Phillips 66, a diversified energy manufacturing and logistics company created through the repositioning of ConocoPhillips, having held this position since 2012. Mr. Garland chairs the Executive Committee of Phillips 66.
Qualifications
The Board concluded that Mr. Garland should serve on our Board because of Mr. Garland’s experience as a chief executive officer and his over 30 years of international experience in a highly regulated industry.
|
| (1) | Mr. Garland |
|
Fred Hassan is Director at Warburg Pincus LLC, a global private equity investment institution, since 2018. Mr. Hassan was Special Limited Partner at Warburg Pincus LLC from 2017 to 2018 and Partner and Managing Director from 2011 to 2017 and, prior to that, served as Senior Advisor from 2009 to 2010. Mr. Hassan was Chairman of the Board and Chief Executive Officer of Schering-Plough Corporation from 2003 to 2009. Prior to this, Mr. Hassan was Chairman, President and Chief Executive Officer of Pharmacia Corporation, from 2001 to 2003. Before assuming these roles, he had served as President and Chief Executive Officer of Pharmacia Corporation from its creation in 2000 as a result of the merger of Pharmacia & Upjohn, Inc. with Monsanto Company. He was President and Chief Executive Officer of Pharmacia & Upjohn, Inc. beginning in 1997. Mr. Hassan previously held senior positions with Wyeth (formerly known as American Home Products), including that of Executive Vice President with responsibility for its pharmaceutical and medical products businesses, and served as a member of the board from 1995 to 1997. Prior to that, Mr. Hassan held various roles at Sandoz Pharmaceuticals and headed its U.S. pharmaceuticals businesses.
Mr. Hassan has been a director of Intrexon Corporation, a synthetic biology company, since 2016, serving on its Compensation Committee. Mr. Hassan was a director of Time Warner Inc., a media company, from 2009 until its acquisition by AT&T Inc., a provider of communications and digital entertainment services, in 2018.Mr. Hassan was a director of Avon Products, Inc., a manufacturer and marketer of beauty and related products, from 1999 until 2013 and served on its Compensation and Management Development, Nominating and Corporate Governance and Audit Committees, as lead independent director from 2009 to 2012, and Chairman of the Board between January and April 2013. Mr. Hassan was Chairman of the Board of Bausch & Lomb, from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc., a pharmaceutical company, in 2013. Mr. Hassan served on the board of directors and the Compensation and Audit Committees of Valeant Pharmaceuticals International, Inc. from 2013 to 2014. Mr. Hassan received an undergraduate degree from Imperial College of Science and Technology, University of London and a master’s degree in business administration from Harvard Business School.
Qualifications
The Board concluded that Mr. Hassan should serve on the Board based on his global experience as a public company chief executive officer, his particular knowledge and experience in the healthcare and pharmaceutical industries, including overseeing businesses with significant research and development operations, his diversified financial and business expertise, as well as prior public company board experience. Given his financial and leadership experience, Mr. Hassan has been determined to be an Audit Committee financial expert by our Board.
ï 2020 Proxy Statement 13
|
Charles M. Holley, Jr.
Director since:2017
Age:
Committees: • Audit (Chair) • Executive • Governance and Nominating
Other Public Company Boards: • Carrier Global Corporation • Phillips 66
Audit Committee financial expert
|
Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer forWal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President. Prior to that, Mr. Holley was Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles inWal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately-held provider of audit, consulting, tax, and advisory services, from 2016 to 2019.
Mr. Holley has been a director of Phillips 66
Qualifications
The Board concluded that Mr. Holley should serve on the Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board. |
12 ï 2022 Proxy Statement
Item 1 — Election of Directors |
S. Omar Ishrak
Director since:2021 Age:66 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Intel Corporation • Compute Health Acquisition Corporation | S. Omar Ishrak has served as a director of the Company since July 2021. Dr. Ishrak was first identified to the Governance and Nominating Committee as a potential director candidate by the Chairman and certain non-employee members of the Board, including our lead independent director. He is the former Executive Chairman and Chairman of the Board of Directors of Medtronic plc, or Medtronic, a global medical technology company. Dr. Ishrak served as the Chief Executive Officer of Medtronic from 2011 to April 2020 and was Executive Chairman until December 2020. Prior to joining Medtronic, he served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak has been a director of Intel Corporation, a multinational corporation and technology company, since 2017 and Chairman of its Board since 2020, serving as a member of the Compensation Committee and Corporate Governance and Nominating Committee. He has served as Chairman of the Board of Directors of Compute Health Acquisition Corporation, a special purpose acquisition company, since 2021. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, an educational organization dedicated to promoting mutual understanding and strong partnerships between Asia and the U.S. Since 2021, Dr. Ishrak has been a senior advisor to Blackstone Life Sciences, a segment of Blackstone Inc. that invests in the biopharmaceutical and medical technology industries. Dr. Ishrak was inducted into the American Institute for Medical and Biological Engineering College of Fellows in 2016, elected as a Fellow of King’s College London in 2017, inducted into the Bakken Society in 2020, and elected to the National Academy of Engineering in 2020. Dr. Ishrak received his undergraduate degree and doctorate from the University of London, King’s College. |
Qualifications
The Board concluded that Dr. Ishrak should serve on our Board based on Dr. Ishrak’s board and senior executive-level expertise, including his experience as chief executive officer of a global, highly regulated public company in the healthcare industry, his extensive background in medical technologies, manufacturing, international expertise and interest in Asia, and his management and leadership skills.
ï 2022 Proxy Statement13
Item 1 — Election of Directors |
Tyler Jacks
Director since:2012
Age:
Committees: • Compensation and Management Development • Corporate Responsibility and Compliance
Other Public Company Boards: • Thermo Fisher Scientific, Inc. |
Tyler Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology, a position he has held since 2007, and founding director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer,
Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since 2009, serving |
Qualifications
The Board concluded that Dr. Jacks should serve on the Board based on his extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher, pioneering uses of technology to study cancer-associated genes, and service on several scientific advisory boards and membership inservice to the National Cancer Advisory Board.
| (1) | Dana-Farber Cancer Institute, the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, The University of Texas MD Anderson Cancer Center, Memorial Sloan Kettering Cancer Center, and the Koch Institute for Integrative Cancer Research at MIT. |
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Item 1 — Election of Directors
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Ellen J. Kullman
Director since: 2016
Age:
Committees: • Audit • Governance and Nominating
Other Public Company Boards: • Dell Technologies Inc. • Goldman Sachs Group, Inc.
Audit Committee financial expert
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Ellen J. Kullman
Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and |
Qualifications
The Board concluded that Ms. Kullman should serve on the Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. Given her leadership and financial experience, Ms. Kullman has been determined to be an Audit Committee financial expert by our Board.
Amy E. Miles
Director since: 2020 Age:55 Committees: • Audit • Governance and Nominating Other Public Company Boards: • Gap Inc. • Norfolk Southern Corporation Audit Committee financial expert | Amy E. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc., or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP. Ms. Miles has been a director of Norfolk Southern Corporation, a transportation company, since 2014, and serves on the Executive Committee, the Governance and Nominating Committee, and chairs the Audit Committee, and, beginning in May 2022, will serve as non-executive Chair of the board and cease serving as Chair of the Audit Committee, but will remain a member of the Audit Committee. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016. Ms. Miles has been a director of ASM Global, a privately-held entertainment and venue management company, since 2019. Ms. Miles serves on the boards of trustees of the University of Tennessee and the Boys and Girls Club of Eastern Tennessee. |
Qualifications
The Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience. Given her leadership and financial experience, Ms. Miles has been determined to be an Audit Committee financial expert by our Board.
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Item 1 — Election of Directors |
Ronald D. Sugar
Director since:2010
Age:
Committees: • Corporate Responsibility and Compliance (Chair) • Executive • Governance and Nominating
Other Public Company Boards: •
• Chevron Corporation • Uber Technologies, Inc. |
Ronald D. Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, having held these posts from 2003 through 2009.
Dr. Sugar has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2005, serving as the lead director and on the Management Compensation Committee and
Qualifications
The Board concluded that Dr. Sugar should serve on our Board because of Dr. Sugar’s board and senior executive-level expertise, including his experience as chief executive officer and board chair of a large, highly regulated, public company and his insight in the areas of operations, government affairs, science, technology and finance. |
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R. Sanders Williams
Director since:2014
Age:
Committees: • Corporate Responsibility and Compliance • Governance and Nominating
Other Public Company Boards: • Laboratory Corporation of America Holdings • Tenaya Therapeutics, Inc.
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R. Sanders Williams is the President Emeritus of Gladstone Institutes, anon-profit biomedical research enterprise, having served in this position since 2018, and was the Chief Executive Officer of the Gladstone Foundation, anot-for-profit organization supporting the Gladstone Institutes during 2018. Dr. Williams has served as Professor of Medicine at Duke University since 2018 and, from February 2021 to January 2022, acted as Interim Vice President for Research and Innovation. He has been a Professor of Medicine at the University of California, San Francisco since
Dr. Williams has been a director of the Laboratory Corporation of America Holdings, a diagnostic technologies company, since 2007, serving on the Audit |
Qualifications
The Board concluded that Dr. Williams should serve on the Board because of his broad medical and scientific background, including his leadership roles in domestic and academic science settings, his deep experience in cardiology, oversight of governance of multi-hospital healthcare provider systems, leadership and development of international medical programs in Asia, and prior industry board experience.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE 1112 NAMED NOMINEES.
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Corporate Governance
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Board of Directors Corporate Governance Highlights
Our Board of Directors, or Board, is governed by our Amgen Board of Directors Corporate Governance Principles which are amended from time to time to incorporate certain current best practices in corporate governance. Our Corporate Governance Principles may be found on our website atwww.amgen.com(1) and are available in print upon written request to the Company’s Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. The Board’s corporate governance practices and stockholder rights include the following:
Board Governance Practices
| • | Lead Independent Director. The independent members of the Board elect a lead independent director on an annual basis. The lead independent director has robust responsibilities and authorities as discussed below. Robert A. Eckert currently serves as our lead independent director. |
| • | Regular Executive Sessions of Independent Directors.Our independent directors meet privately on a regular basis. Our lead independent director presides at such meetings. |
| • | Board Access to Management. We afford our directors ready access to our management. Key members of management attend Board and committee meetings to present information concerning various aspects of the Company, its operations, and |
| • | Board Authority to Retain Outside Advisors. Our Board and its committees have the authority to retain |
| • | Independent Board Members on Key Standing Committees. The Board has four key standing committees: the Governance Committee; Audit Committee; Corporate Responsibility and Compliance Committee, or Compliance Committee; and Compensation Committee. Each member on key standing committees has been determined by the Board to be independent |
under The NASDAQ Stock Market listing standards and the requirements of the Securities and Exchange Commission, or SEC. |
| • | Regular Board and Committee Evaluations. The Board and the Audit, Compensation, Compliance, and Governance Committees each |
| • | Management Succession Oversight. Our Board oversees Chief Executive Officer, or CEO, and senior management succession planning. Directors engage with potential CEO, executive, and senior management successors at Board and committee meetings. All independent members of the Board are invited to attend the Compensation Committee session on succession. Our Board also establishes steps to address succession to respond to unexpected vacancies in the event of an emergency. |
| • | Solicitation of Stockholder Perspectives. The Board believes that engagement with stockholders is a source of valuable information and perspectives on the Company. The Board has requested that management solicit input from investors on behalf of the Board and the lead independent director has also met directly with stockholders when appropriate. We provide more information regarding |
| • | Majority Approval Required for Director Elections. If an incumbent director up forre-election at a meeting of stockholders fails to receive a majority of the votes cast in favor for his or her election in an uncontested election, the Board will adhere to the director resignation policy as provided in our Amended and Restated Bylaws of Amgen Inc., or Bylaws. |
| • | Director Limitation on Number of Boards. A director who is currently serving as our CEO should not serve on more than two outside public company boards. No director should serve on more than five outside public company boards. As part of its nominating process, the Governance Committee conducts an annual review of director commitment levels and shares its findings with the Board. |
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| • | Director Retirement Age. The Board has established a retirement age of 75. A director is expected to retire from the Board on the day of the annual meeting of stockholders following his or her 75th birthday. |
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Corporate Governance |
| • | Director Changes in Circumstances Actively Evaluated. If a director has a |
| • | Director Outside Relationships RequirePre-Approval. Without the prior approval of disinterested members of the Board, directors should not enter into any transaction or relationship with the Company in which they will have a financial or a personal interest or any transaction that otherwise involves a conflict of interest. |
| • | Active Management of Director Conflicts of Interest. If an actual or potential conflict of interest arises for a director or a situation arises giving the appearance of an actual or potential conflict, the director must promptly inform the Chairman of the Board or the |
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themselves from any discussion or decision found to affect their personal, business, or professional interests. |
Stockholder Rights
| • | Single Class of Shares. We have a single class of shares with equal voting rights. One share equals one vote. |
| • | Proxy Access. Our Bylaws permit proxy access for director nominations. Eligible stockholders with an ownership threshold of 3% who have held their shares for at least 3 years and who otherwise meet the requirements set forth in our Bylaws may have their nominees up to the number of directors constituting the greater of 20% of the total number of directors or two nominees of our Board included in our proxy materials. Up to 20 eligible stockholders may group together to reach the 3% ownership threshold. In the course of designing our proxy access provisions, we carefully considered each element in the interest of our stockholders as a whole, including that the number of stockholders who may group together (20) would afford those stockholders likely to utilize proxy access with the opportunity to do so. |
| • | Action by Written Consent. Our Amgen Inc. Restated Certificate of Incorporation permits stockholders to act by written consent in lieu of a meeting upon the request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements of our Certificate of Incorporation. |
| • | Special Meetings. Our Bylaws permit stockholders to request that the Company call a special meeting upon the written request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements set forth in our Bylaws. |
| • | No Supermajority Vote |
| • | No Poison Pill. We do not have a shareholder rights plan, or poison pill. |
Our current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals. The Board has currently determined that it is in the best interests of the Company and our stockholders to have Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, CEO, and President, and Mr. Eckert serves as the lead independent director.
Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active lead independent director, and strong Board and committee involvement, provides sound and robust oversight of management.
Annual Evaluation of Leadership Structure and Annual Election of Lead Independent Director. The Board evaluates, considers, and discusses the leadership structure every year.annually. As part of this annual evaluation process, the Board reviews its leadership structure, andincluding whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board also considers:
The effectiveness of the policies, practices, and people in place at the Company to help ensure strong, independent Board oversight;
The Company’s performance and the effect the leadership structure could have on its performance;
The Board’s performance and the effect the leadership structure could have on the Board’s performance;
The Chairman’s performance in the role;
The lead independent director’s performance in the role;
The views of the Company’s stockholders; and
The practices at other companies and trends in governance.
IfIn the circumstance that the Board determines that it remains in the best interests of the Company and its stockholders that the CEO serve as chairman, the lead independent director is considered and elected byChairman, the independent members of the Board then elects a lead independent director from the independent members of the Board. The last review was completed in March 2022, and as a result of such review, the Board has determined that it continues to be in the best interests of the Company and our stockholders to have Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, CEO, and President, and Mr. Eckert serves as the lead independent director.
Overview of Lead Independent Director Responsibilities.The responsibilities of the lead independent director are well-defined. The lead independent director engages in regular communication betweenwith the independent directors, and Mr. Bradway, keepingincluding in independent directors sessions. The lead independent director keeps Mr. Bradway apprised of any concerns, issues, or determinations made during the independent sessions, and consults with Mr. Bradway on other matters pertinent to the Company and the Board. The lead independent director’s responsibilities outlined in our Corporate Governance Principles include:
Approving meeting agendas for the Board;
Assuring that there is sufficient time for discussion of all meeting agenda items;
Previewing the information to be provided to the Board;
Having the authority to call meetings of the independent directors;
Organizing and leading the Board’s evaluation of the CEO;
Serving as a liaison between the Chairman and the independent directors;
Leading the Board’s annual self-assessment;
Ensuring that he/she is available for consultation and direct communication, if requested by major stockholders; and
Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors.
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Corporate Governance
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Lead Independent Director Responsibilities The lead independent director’s responsibilities outlined in our Corporate Governance Principles include: • Approving meeting agendas for the Board; • Assuring that there is sufficient time for discussion of all meeting agenda items; • Previewing the information to be provided to the Board; • Having the authority to call meetings of the independent directors; • Organizing and leading the Board’s evaluation of the CEO; • Serving as a liaison between the Chairman and the independent directors; • Leading the Board’s annual self-evaluation; • Ensuring that he/she is available for consultation and direct communication, if requested by major stockholders; and • Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. |
In addition to the responsibilities outlined above, theour lead independent director:director also:
Meets with the Chairman prior to each regular meeting of the Board and its committees to discuss, provide input on, and approve the agendas;
With the Chairman, determines presenters for attendance atwho attends Board meetings;meetings, such as members of management or outside advisors, and presenters;
Hasone-on-one discussions with each independent director, including as part of the Board’s annual evaluation process;
Attends all committee meetings, including those committees for which he is not a member (at his discretion) and is provided withhas access to all committee materials;
Has the authority to engage independent consultants;
Is regularly apprised of inquiries from stockholders;
Interviews Board candidates; and
Has an increased role in crisis and risk management, as appropriate.
Independent Directors Sessions. A meeting of the independent directors is scheduled at every regular Board meeting and the independent directors meet in an executive session without Mr. Bradway to review matters, including Company performance, management effectiveness, proposed programs and transactions, and the Board meeting agenda items. These independent sessions are organized and chaired by our lead independent director and our lead independent director provides direct feedback to Mr. Bradway after these executive sessions.
Independent Committee Leadership. The Audit, Compensation, Compliance, and Governance Committees are each composed solely of,
and led by, independent directors and provide independent oversight of management.management and its Board-delegated duties. In addition:
Each committee chairChair meets with management in advance of meetings to review and refine agendas, add topics of interest, and review and comment on materials to be delivered to the committee;
Every independent director has access to all committee materials;
Each committee chairChair provides a report summarizing committee meetings to the full Board at each regular meeting of the Board;
Each committee meeting includes adequate time for executive session and the committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee); and
Each committee effectively manages its Board-delegated duties and communicates regularly with the Chairman, lead independent director, the Board, and members of management.
Furthermore, the Compensation Committee has an effective process for succession planning and for monitoring and evaluating Mr. Bradway’s compensation and performance.
Lead Independent Director. Following the annual re-evaluation of our corporate governance structure, Mr. Eckert has been elected annually as the lead independent director each year since theour May 2016 annual meeting of stockholders and wasre-elected by our Board on March 4, 20202, 2022 to continue to serve as lead independent director subject to hisre-election to the Board by our stockholders at the 20202022 Annual Meeting.
Benefits of Combined LeadershipCorporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active lead independent director, and strong Board and committee involvement, provides sound and robust oversight of management.
Benefits of Combined Leadership Structure. Following the annual evaluation of the governance structure, the Board continues to believe that the Company and our stockholders have beenare best served by having Mr. Bradway in the role of Chairman (subject to his re-election to the Board) and CEO for the following reasons:
Mr. Bradway is most familiar with our business and the unique challenges we face. Mr. Bradway’sday-to-day insight into our challenges facilitates a timely deliberation by the Board of important matters.
Mr. Bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. Bradway’s knowledge and extensive experience regarding our operations and the highly-regulated industries and markets in which we compete position him to identify and prioritize matters for Board review and deliberation.
As Chairman and CEO, Mr. Bradway serves as an important bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. The Board believes that Mr. Bradway brings a unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value.
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Corporate Governance |
unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value. |
The strength and effectiveness of the communications between Mr. Bradway as our Chairman and Mr. Eckert as our lead independent director result in comprehensive Board oversight of the issues, plans, and prospects of our Company.
This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making.
consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making. |
Flexibility of the Leadership Structure. The Board is committed to high standards of corporate governance. The Board values its flexibility to select from time to time, aits optimal leadership structure that is most able to best serve the Company’s and stockholders’ best interests based on the qualifications of individuals available, and circumstances existing at the time.time, and Company’s particular needs. As such, the Board annually evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders.
The Board’s Role in Risk Oversight
Our Board oversees an enterprise-wide approach to risk management, which is designed to support execution of our strategy and achievement of the Company’s objectives to improve long-term operational and financial performance and enhance stockholder interests. Our Board believes that a fundamental part of risk management is understanding the risks that we face, adopting appropriate controls and mitigation activities for such risks, monitoring these risks, and responding to emerging developments for such risks.
We have a Company-wide Enterprise Risk Management, or ERM, program, to identify, assess, manage, report, and monitor enterprise-level risks that may affect our ability to achieve the Company’s objectives. The ERM program is overseen by our Executive Vice President and Chief Financial Officer and chaired by our Chief Audit Executive. Annually, we evaluate the greatest risks to our business, their underlying risk drivers, and the associated mitigation activities, maturity, and controls. Our Enterprise Risk Council, a cross-functional group of the Company’s business leaders representing all key business functions, works to identify and assess risks that meet the pre-established criteria constituting an enterprise-level risk, and confirms that there is clear accountability and appropriate mitigation plans are in place, including monitoring and reporting. Additionally, emerging risks that do not rise to the level of enterprise-level risks, are assessed, discussed, and actively managed and monitored. We believe that the areas of risk that are fundamental to the success of our enterprise and rise to enterprise-level risks include the areas of product development, safety and surveillance, supply and quality, value (which includes pricing) and access, sales and promotion, business development, as well as protecting our assets (financial, intellectual property, and information, including cybersecurity), all of which are managed by senior executive management reporting directly to our CEO.
The enterprise-level risks are overseen by the Board and the appropriate Board committee (as discussed below). The Board receives regular risk reporting from senior management, including an annual detailed review of the ERM program and key enterprise-level and emerging risks, as well as during the Board’s annual strategic planning process, annual budget reviews and approvals, capital plan review and approval, and through reviews of compliance issues at the applicable committees of our Board, as appropriate. For example, the risks associated with COVID-19 have the potential to affect areas of enterprise-level risk overseen by our Board, Audit Committee, Compensation Committee, and Compliance Committee and, as such, our risk mitigation plans and the effects of COVID-19 have been a topic regularly brought to and reviewed by the Board and its committees. For topics allocated to specific committees for their oversight, such as antitrust and competition regulation that is an area of the Compliance Committee’s responsibilities (as discussed below), the Compliance Committee Chair oversees the Compliance Committee’s annual calendar and meeting agendas to determine that the Company’s activities in support of its compliance with antitrust and competition regulation are assessed regularly, including a full annual review that includes Amgen’s policies, processes, and training to support such compliance, as well as regular updates of any significant industry developments at each Compliance Committee meeting. As is the practice for each of our committee Chairs, the Compliance Committee Chair reports out on these and other activities to the Board for its information and oversight at each regular Board meeting.
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Corporate Governance
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The Board’s Role in Risk Oversight
Our Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of the Company’s objectives, including its strategic priorities to improve long-term operational and financial performance and enhance stockholder value. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risks. We believe that the risk management areas that are fundamental to the success of our enterprise include the areas of product development, safety and surveillance, supply and quality, value and access, sales and promotion, business development, as well as protecting our assets (financial, intellectual property, and information (including cybersecurity)), all of which are managed by senior executive management reporting directly to our CEO.
We have implemented an Enterprise Risk Management, or ERM, program, which is a Company-wide effort to identify, assess, manage, report, and monitor enterprise risks that may affect our ability to
achieve the Company’s objectives. The ERM program involves our Board and management and is overseen by one of our senior executive officers. Enterprise risks are identified and managed by management and the business functions and, as discussed below, are overseen by the Board or the appropriate Board committee. Our Board has ultimate oversight responsibility for the risk management process. The Board discusses enterprise risks with our senior management on a regular basis, including as a part of its annual strategic planning process, annual budget review and approval, capital plan review and approval, and through reviews of compliance issues in the applicable committees of our Board, as appropriate. For example, the potential risk associated with our pricing and access strategy and approach is an area of enterprise risk with respect to which our Board and Compliance Committee receive regular updates. All risk areas are appropriately monitored by management and all risk areas that could lead to business disruption, including the potential to cause severe financial or reputational harm, report to the Board regularly oras-needed, and are subject to appropriate Board oversight.
Each Board Committeecommittee has primary risk oversight responsibility that is aligned with its areas of focus. At each regular meeting, or more frequently as needed, the Board receives and considers committee reports, whichand such reports may provide additional detail on risk management issues and management’s response.
Committee | Primary Risk Oversight Responsibility | |||
Governance and Nominating | • Oversees governance risk, including the assessment of each member of the Board’s independence, as well as the compliance with our Corporate Governance Principles and Board of Directors’ Code of Conduct. Also oversees Board and committee evaluations and Board succession.
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Audit | • Oversees internal controls over financial reporting,
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Compensation and Management Development | • Oversees human capital management, as well as executive talent management, development, and succession planning. Also oversees our compensation policies and practices and incentive program administration and design, including whether such policies, practices, and incentive programs balance risk-taking and rewards in an appropriate manner (as discussed further below), align with stockholders’ interests, and are consistent with emerging best practices. Beginning in 2022, oversight of those aspects of labor and employment and diversity, inclusion and belonging activities, previously overseen by the Compliance Committee, moved to the Compensation Committee.
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Corporate Responsibility and Compliance | • Overseesnon-financial compliance risk, such as regulatory risks associated with the requirements of
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COVID-19 Impacts to Enterprise Risk and Our Response. The far-reaching effects of COVID-19 prompted the Company to consider enterprise risk focused on rare, but high-impact events, such as global pandemics. Our business resilience program is designed to enable us to effectively prepare for and respond to crisis incidents at the global, regional, and local levels. Since the beginning of the pandemic in early 2020, we have activated appropriate crisis management and business
continuity plans and responded to the challenges presented to the operations of our business and focused on the experiences of our customers, patients, staff members, and communities. Multiple enhancements were made to our overall resilience during this pandemic, including investments in systems, automation, and innovation designed to support our remote work environment.
| (1) | Responsibility of the Compliance Committee in 2021. Responsibility for these activities moved to the Compensation Committee for 2022. |
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Corporate Governance
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In the second year of the pandemic, we continued to focus on the health and safety of our staff members and the effective operation of our business, while undertaking activities to help address the pandemic, such as manufacturing COVID-19 antibody material with Eli Lilly & Company.
Our Employees. Creating a safe and healthy workplace for our staff is a priority at Amgen. Staff member access to our facilities has been in accordance with applicable government health and safety protocols and guidance issued in response to the COVID-19 pandemic and we have taken additional safety measures, including implementing occupancy limits, restricting business travel, providing personal protective equipment, temperature screening, and COVID-19 testing. In 2021, we required staff members in the U.S. and Puerto Rico to be fully vaccinated against COVID-19.(1)
Supply of Our Medicines to Patients. To date, our remote working arrangements have not significantly affected our ability to maintain
critical business operations. We have been able to serve physicians and patients as we have avoided disruptions to delivery and shortages of our supply of medicines.
Helping Our Communities. Amgen and The Amgen Foundation, Inc., a separate legal entity entirely funded by Amgen (Amgen Foundation), have been deeply engaged with our communities during the COVID-19 pandemic. For example, since the start of the pandemic, we committed $12.5 million to support local emergency response efforts in our U.S. and international communities, patient-focused organizations mounting their own response efforts, and international relief efforts by Direct Relief and International Medical Corps. Additionally, the free online learning programs supported by the Amgen Foundation, including LabXchange and the Khan Academy, have helped students continue their science education during school closures.
Codes of Ethics and Business Conduct
Our Board has adopted two codes of business conduct and ethics, one– the Amgen Board of Directors’ Code of Conduct that applies to our Board and a secondglobal Code of Conduct that applies to our Board, all our staff, and others conducting business on our behalf. Annual training on the global codeCode of conductConduct is required and our Board participates in such training. We also have a code of ethics for senior financial officers. To view our
codes of business conduct and ethics, please visit
our website atwww.amgen.com.(2) We intend to disclose any future amendments to certain provisions of our codes of business conduct and ethics, or waivers of such provisions, applicable to our directors and executive officers on our website.website if such disclosure is required by SEC or NASDAQ rules. There were no waivers of any of our codes of business conduct or code of ethics in 2019.2021.
The Board held 67 meetings in 20192021 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. S. Omar Ishrak was appointed to the Board effective in July 2021 and attended all of the meetings of the Board and of the committees on which he served after the date of his
appointment. It is the Company’s policy that all current
directors attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. Each of our directors serving at the time of our 2021 Annual Meeting were present at our 20192021 Annual Meeting.
Communication Withwith the Board
Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of our lead independent director and other members of the Board on appropriate matters. In addition, stockholders may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending such written communication to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board include, without
without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business, or communications that relate to improper or irrelevant topics. The Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the chairmanChair of the Governance Committee. For information on our engagement with our stockholders since the 20192021 Annual Meeting, please see page 4651 of our Compensation Discussion and Analysis.
| (1) | This vaccination requirement did not apply to staff who were unable to receive a COVID-19 vaccine because of qualifying medical or religious reasons. |
| (2) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Corporate Governance |
The Board has four key standing committees: the Governance Committee; Audit Committee; Compliance Committee; and Compensation Committee. The Compensation Committee has delegated certain responsibilities to an Equity Award Committee. In addition, an Executive Committee of the Board has all of the powers and authority of the Board in the management of our business and affairs, except with respect to certain enumerated matters, including Board composition and compensation, changes to our Certificate of Incorporation, or any other matter expressly prohibited by law or our Certificate of
Certificate of Incorporation. The Executive Committee did not meet in 2019.2021. The Board maintains charters for each of theseits standing committees and these charters are evaluated annually. In addition, the Board has adopted a written set of Corporate Governance Principles and athe Amgen Board of Directors’ Code of Conduct that generally formalize practices we have in place. To view the charters of our standing Board committees, our Corporate Governance Principles, and the Board of Directors’ codeCode of conduct,Conduct, please visit our website atwww.amgen.com.(1)
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| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Summary of Current Director Core Experiences and Skills
Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, and have gained significant and diverse management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees) and an
understanding of corporate governance practices and trends, scientific expertise and healthcare industry experience, and bring unique perspectives to the Board. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and variety of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our Company’s evolving needs and represent the best interests of our stockholders.
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director currently represented on our Board. The details of each director nominee’s competencies are included in each director nominee’s biography.
Experience/Skills Austin Bradway Druker Eckert Garland Holley Ishrak Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International
The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director has a particular strength in that area.
Board Tenure 2 <3 Years 4 3-6 Years 4 2 7-9 Years ~6 Years Average Board Tenure Continuous Board Refreshment 7 new directors since 2015 Board Diversity Highlights Gender Diversity Racial/Ethnic Diversity 3 25% Female Directors 9 2 17% Diverse Directors 10 100% Independent directors on key standing committees
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In compliance with NASDAQ’s Board Diversity Rule, the table below provides certain highlights of the composition of our Board members and nominees.
| Board Diversity Matrix (As of January 20, 2022) | ||||
Total Number of Directors | 12 | |||
| Female | Male | |||
Part I: Gender Identity | ||||
Directors | 3 | 9 | ||
Part II: Demographic Background | ||||
African American or Black | 1 | – | ||
Asian | – | 1 | ||
White | 2 | 8 | ||
Process for Selecting Directors, Director Qualifications, and Board Diversity
Board Composition. Board composition is one of the most critical areas of focus for the Board. Reflecting our Board’s commitment to refreshment, the Board has appointed fiveseven new directors since 2015, including two additional women as well as those from underrepresented communities, adding critical skills and experience to our Board in furtherance of our strategic priorities.
Our Governance Committee regularly screens and recommends candidates for nomination by the full Board and, among other things, considers feedback received during the annual Board and Committeecommittee evaluation process, investor feedback, our qualification guidelines and skills matrix, director commitment levels (with consideration given to public company leadership roles and outside commitments) and diversity. The Governance Committee will consider recommendations for director candidates made by stockholders and evaluate them using the same criteria as for other candidates.
Director Qualifications and Board Diversity.Our Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating, and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. The Governance Committee reviews regularly and reports to the Board on the composition and size of the Board, and makes recommendations, as necessary, so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable for the Board as a whole and maintains at least the minimum number of independent directors required by applicable laws and regulations.regulations, composition requirements of the Audit and Compensation Committees, and reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable and required by applicable laws and regulations for the Board as a whole.
The Governance Committee and Board view diversity as a priority, considers diversity in its determinations, and seeks representation across a range of attributes. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many
other factors, including industry knowledge, operational experience, scientific and academic expertise, geography, and personal background. In an effort to best support maintaining and expanding the diversity of our Board, our Governance Committee actively seeks diverse candidates, including women and minority candidates, as part of its search for new directors.
The Governance Committee determines and oversees guidelines for selecting nominees to serve on the Board and for considering
stockholder recommendations for nominees. The Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement asAppendix A.
Among other things, under the Board members shouldof Directors Guidelines for Director Qualifications and Evaluations, each Board member must possess:
a demonstrated breadth and depth of management and leadership experience;
| • | A demonstrated breadth and depth of management and leadership experience; |
financial and/or business acumen or relevant industry or scientific experience;
| • | Financial and/or business acumen or relevant industry or scientific experience; |
integrity and high ethical standards;
| • | Integrity and high ethical standards; |
sufficient time to devote to the Company’s business;
| • | Sufficient time to devote to the Company’s business; |
the ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders;
| • | The ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders; |
the ability to comply with the Amgen Board of Directors Code of Conduct; and
| • | The ability to comply with the Amgen Board of Directors’ Code of Conduct; and |
a
| • | A demonstrated ability to think independently and work collaboratively. |
In addition, although the Governance Committee does not maintain a diversity policy, the Governance Committee considers diversity in its determinations. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience, scientific and academic expertise, geography, and personal backgrounds.
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Continuous Board Refreshment
Our Board is committed to strong refreshment practices to continuously align the composition of the Board and its leadership structure with our long-term strategic needs. The Board, led by the Governance Committee, has an ongoing process for identifying, evaluating, and selecting directors, and these decisions are also informed by the annual Board and committee evaluation process described below. Our Governance Committee uses a variety of methods to help identify potential Board candidates and considers an assessment of current Board skills, background, diversity, independence, experience, tenure, and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process.
Current Board Composition: 7 new directors since 2015 3 women 2 ethnically/racially diverse directors Candidate Pool Sourced, Maintained and Updated Independent Search Firms Stockholders Independent Directors Select Directors Continuous Board Refreshment Governance Committee Review Review by the full Board Recommend Candidates to the Board Consider Guidelines for Director Qualifications and Evaluations (Appendix A) Consider skills matrix Include women and divers director candidates in the list from which director nominees are recommended Review independence and potential conflicts Meet candidates
Director Education
Our Board believes that director education is important to the ability of directors to fulfill their roles and supports Board members in their continuous learning. The Board encourages directors to participate in continuing education programs, and we reimburse directors for their expenses associated with this participation. During Board and committee meetings, education and information sessions are provided on specific subjects by internal and external experts. New directors also participate in our director orientation program.
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Regular Board and Committee Evaluations
Board and committee evaluations play a critical role in supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and, importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment.
Annual Governance Review. Our Governance Committee leads an annual evaluation process of the Board and its committees. Directors provide feedback regarding Board and committee composition and structure, role and effectiveness, fulfillment of fiduciary duties, meetings and materials, and interaction with management.
Evaluation Results. The Audit, Compensation, Compliance, and Governance Committees each completed their assessments in October 2019 for further evaluation by the Governance Committee in December 2019. The Board completed its evaluation in December 2019. Each committee and the Board was satisfied with its performance and each was considered to be operating effectively, with appropriate balance among governance, oversight, strategic, and operational matters.
Ongoing Feedback. Our directors provide real-time feedback throughout the year outside of the formal evaluation process and have open access to management and third-party advisors. Additionally,
executive sessions of directors (without management) are scheduled for every regular Board and committee meeting to identify any issues and assess whether meeting objectives were satisfied.
Changes Implemented. Based on the annual Board and committee evaluation process, ongoing feedback provided by directors, andone-on-one discussions between our lead independent director and each director, changes to Board practices have included enhancements to our committee structure and composition, additional presentations on various topics, and the addition of new directors.
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Regular Board and Committee Evaluations
Board and committee evaluations play a critical role in supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and,
importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment.
Annual Governance Review
Planning The Governance Committee oversees the Board evaluation process. In consultation with our lead independent director, and the committee Chairs, a framework for evaluation is established, including a review of topics for evaluation that are incorporated in the evaluation forms used by the Board and committees. Committee Evaluations and Assessment Formal annual anonymous evaluations of the Audit, Compensation, Compliance, and Governance Committees are collected, compiled, and distributed in advance of the scheduled discussion by each committee in executive session (typically in October). The evaluations include open-ended questions and space for candid commentary. All comments are unattributed, included verbatim, and shared with the full Board and each applicable committee. Each committee Chair reports out to the full Board on these assessments for review and discussion. One-on-One Discussions Our lead independent director conducts one-on-one discussions with each independent director. These candid conversations allow for direct and honest feedback on varied aspects of our Board's operations. Board Evaluation and Assessment Annual anonymous evaluations of the Board are collected, compiled, and distributed in advance of the scheduled discussion by the full Board in executive session (typically in December) and informed by the results of the committee-level evaluation discussions as well as the one-on-one discussions conducted by the lead independent director. Follow-Up Policies, practices, and the composition of our Board and its committees are modified, as appropriate, based on evaluation findings, one-on-one discussions, and follow-up items are discussed at subsequent Board and committee meetings. Ongoing Our directors are encouraged to convey ongoing feedback to our lead independent director or the Governance Committee during any executive session throughout the year.
Evaluation Results. The Audit, Compensation, Compliance, and Governance Committees each completed their committee evaluations and assessments in October 2021 and such evaluations were included as part of the total evaluation by the Governance Committee in December 2021. The Board completed its evaluation in December 2021. Each committee and the Board was considered to be operating effectively, with appropriate balance among governance, oversight, strategic, and operational matters, and each committee and the Board was satisfied with its performance.
Ongoing Feedback. Our directors provide real-time feedback throughout the year outside of the formal evaluation process and have
open access to management and third-party advisors. Additionally, executive sessions of directors (without management) are scheduled for every regular Board and committee meeting to identify any issues and assess whether meeting objectives were satisfied.
Changes Implemented. Based on the annual Board and committee evaluation process, ongoing feedback provided by directors, and one-on-one discussions between our lead independent director and each independent director, changes to Board practices have included enhancements to our committee structure and composition, additional presentations on various topics, and the addition of new directors.
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At least annually, the Governance Committee reviews the independence of eachnon-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.
The Board has determined that each of ournon-employee directors isdirectors: Wanda M. Austin; Brian J. Druker; Robert A. Eckert; Greg C. Garland; Charles M. Holley, Jr.; S. Omar Ishrak; Tyler Jacks; Ellen J. Kullman; Amy E. Miles; Ronald D. Sugar; and Frank C. Herringer, whoR. Sanders Williams; and Fred Hassan (who served as a director during part of 2019,2021) was independent during 20192021 under The NASDAQ Stock Market listing standards and the requirements of the SEC. Mr. Bradway is not independent based on his service as our CEO and President. Mr. Bradway is the only director who also serves us in a management capacity. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director or any member of his or her immediate family, and us or oneany of our subsidiaries or affiliates based on information provided by the director, our records, andand/or publicly available information.
All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the business transactions, donations, or grants involved an amount that (i) exceeded the greater of 5% of the recipient entity’s revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served as an employee, officer, partner, director, or director,controlling shareholder, or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which directors serve as professors or employees.
The following types and categories of transactions, relationships, and arrangements were considered by our Board in making its independence determinations:
Each of the independent directors (or their immediate family members), except for Fred Hassan, currently serves or has previously served within the last three years as a professor, trustee,
three years as a professor, trustee, director, or member of a board, advisory board, council, or committee for one or more colleges, universities, ornon-profit charitable organizations, including research or scientific institutions, to which |
Each of the independent directors (or their immediate family members) currently serves, or has previously served within the last three years, as a member of the board of directors, or the board of trustees, or an advisory board for an entity with which Amgen has business transactions or to which Amgen or the Amgen Foundation makes donations or grants. TheThese business transactions include, among other things, purchasing supplies, equipment and software licenses, payment of fees or memberships, and expenses relating to repair and maintenance, utilities, clinical trials, research and development and training, sponsorship of healthcare programs and conferences, financial advisory, investment management, investment advisory and consulting services, and reimbursement of business-related expenses incurred by our staff members (such as for transportation, gas, and food purchases).
Wanda M. Austin, Brian J. Druker, Rebecca M. Henderson, Tyler Jacks, and R. Sanders Williams currently serve as professors for universities to which Amgen has made payments for certain business transactions such as symposiums, conferences and exhibits, postdoctoral research programs, clinical trials, training and research and development, software licenses and maintenance, as well as for grants.grants from the Amgen Foundation.
None of the directors, directly or indirectly, provides any professional or consulting services to us and none of the directors currently has or has had any direct or indirect material interest in any of the above transactions and arrangements. The Board determined that these transactions and arrangements did not warrant a determination that the director wasany of our directors were not independent.
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Governance Committee Processes and Procedures for Considering and Determining Director Compensation
The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation.
The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee may determine to make recommendations to our Board regarding possible changes to director compensation. The Governance Committee conducted such an assessment in 2017 and no changes were made to director compensation. The Governance Committee has the authority to retain consultants to advise on director compensation matters, including in support of the Governance Committee’s periodic review of director compensation practices.
In 2020, the Governance Committee engaged Frederic W. Cook and Co., or FW Cook, to provide advice regarding director compensation.
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The Governance Committee has authority to delegate any of these functions to a subcommittee of its members.
| • | Based on the analysis provided by FW Cook, the Governance Committee determined to make changes to director compensation effective for 2021, the first increase since 2013, to align with market practice and attract and retain high-quality director candidates in a competitive global marketplace. For more information regarding director compensation, see “Director Compensation—2021 Director Compensation.” |
Current Members: Charles M. Holley, Jr.* (Chair) Wanda M. Austin
Ellen J. Kullman* Amy E. Miles*
*Audit Committee financial expert
Others
Number of Meetings Held in
Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC, including the requirements regarding financial literacy and sophistication.
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Description and Key Responsibilities:
• Oversees our accounting and financial reporting process and the audits of the financial statements, as required by NASDAQ.
• Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements.
• Has sole authority for the appointment, compensation, and oversight of the work of the independent registered public accountants.
• Reviews and discusses, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form10-K and earnings press releases.
• Approves • Reviews any violations or alleged violations of the Company’s Code of Ethics for the CEO and Senior Financial Officers.
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Audit Committee Oversight of the Independent Registered Public Accountants • Auditor Selection. Evaluates the qualifications and performance of our independent registered public accountants each year and appoints the independent registered public accountants annually. • Audit Partner Selection. Participates directly in the selection of the lead engagement partner through an interview process. • Audit Firm Evaluation. Considers the quality and efficiency of the services provided, the independent registered public accountants’ technical expertise and knowledge of our operations and industry. • Audit Services.Pre-approves services.
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Amgen’s Compliance Program is designed to promote ethical business conduct and ensure compliance with applicable laws and regulations. The key objectives of our compliance program operations include:
developingDeveloping policies and procedures;
providingProviding ongoing compliance training and education;
auditingAuditing and monitoring compliance risks;
maintainingMaintaining and promoting avenues for staff to raise concerns without fear of retaliation, including anonymously through a business conduct hotline;
conductingConducting investigations;
respondingResponding appropriately to any compliance violations; and
takingTaking appropriate steps to detect and prevent recurrence.recurrence, including by implementing appropriate corrective and preventive actions; and
Promoting an ethical culture.
Our Chief Compliance Officer, who reports to the CEO and the Compliance Committee, oversees the ongoing operations of the compliance program.
| (1) | Beginning in 2022, oversight of those aspects of labor and employment activities (including diversity, inclusion and belonging), previously overseen by the Compliance Committee, moved to the Compensation Committee. |
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Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management
Amgen’s ESG strategy begins with our mission to serve patients and is supported by our long-standing focus on using resources responsibly to support the sustainability of our business and the global environment in which we and our patients live.
ESG Oversight and Governance
ESG at Amgen is governed at the highest levels and includes Board and committee oversight, executive-level leadership, and subject-matter experts who lead our ESG efforts across our business.
Board Oversight. The Board and its applicable committees provide guidance and oversight to management with respect to ESG matters. The Compliance Committee assists the Board in overseeing our activities in areas that include environmental sustainability, diversity, inclusion and belonging, and access to medicines. Beginning in 2022, oversight of diversity, inclusion and belonging shifted to the Compensation Committee, the committee that also provides oversight of our approach to human capital management. The Governance Committee oversees the Company’s corporate governance activities and Board membership. Additionally, management shares feedback received from our stockholders with the Board, including in connection with our governance-focused engagement program. For additional discussion, please see “Positive 2021 Say on Pay Vote Outcome and Compensation Design Changes in Response to 2021 Stockholder Input” in our Compensation Discussion and Analysis.
Management Leadership. A cross-functional, executive-level governance council sets our overall ESG strategy, provides guidance on program implementation, and oversees the continuing enhancement of our approach to ESG. This council, chaired by our Senior Vice President, Corporate Affairs, regularly evaluates current and emerging ESG-related risk topics that are relevant to our business, including those considered as part of our ERM program. For additional information, please see “The Board’s Role in Risk Oversight” previously discussed.
Our ESG framework currently includes four strategic pillars—Healthy People, Healthy Society, Healthy Planet, and A Healthy Amgen—that serve as organizing principles facilitating our ability to address the interconnectivity of issues in a more holistic way across our business.
Amgen’s ESG Framework
Program Implementation.Each pillar is supported by an initiative steering committee and, together with the oversight of our executive leadership, individual programmatic elements are managed at a business function level. Since 2021, to further integrate ESG across the organization, our Compensation Committee added an ESG goal to our Company performance goals for our annual cash incentive plan. For additional information, please see “Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance” in our Compensation Discussion and Analysis.
In addition to our history of strong corporate governance practices, examples of our ESG initiatives include our endeavors to strengthen science education and inspire the next generation of scientists, expand access to our medicines and support efforts to strengthen healthcare systems to better serve patients in need worldwide, and pursue a more environmentally sustainable business model. For additional information, please see “Board of Directors Corporate Governance Highlights” previously discussed.
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Environmental Sustainability
As a science-based company committed to advancing human health, Amgen recognizes the importance of climate change on human health around the world. We have a long-standing objective to conduct environmentally responsible operations and regularly set targets to challenge ourselves to deliver further improvements. Since 2007, we have successfully advanced our environmental sustainability program while substantially increasing our global production capacity and patient reach.
Building on the successful execution of our 2013-2020 conservation targets, we launched a new environmental sustainability plan in 2021 (our third since 2007) that includes a target of achieving carbon neutrality in our operations by 2027, while also aiming to further reduce our water use (by 40%) and waste disposed (by 75%).(1)
Our 2027 Environmental Sustainability Plan. To achieve our 2027 goals, we plan to harness our innovative capabilities to help combat climate change and preserve natural resources. We expect these efforts to help us become not just more environmentally sustainable but also more flexible and productive, resulting in reductions in operating costs from such efficiencies over the same period.
Our 2027 plan is designed to drive specific environmental sustainability projects across our operations, including continued investment in highly resource efficient biomanufacturing, smart and integrated facility design, use of on-site solar and other renewable energy sources, electric vehicle fleet conversion, treatment and reuse of water, the reduction and recycling of single-use plastics, and the reduction of consumables packaging. This plan also includes activities to further integrate the potential risks and opportunities from climate change into our existing processes for strategic planning, analysis, and risk management.
The Road to Net Zero. To help achieve our goal of carbon neutrality by 2027(1), Amgen is focusing on the use of innovative technologies and efficiency projects to reduce carbon emissions from our owned and operated facilities, in addition to sourcing renewable energy. Where renewable sources are not available, we expect to prioritize offsetting based on the quality of the credit or offset.
Sustainability by Design. Amgen helped to invent the processes and tools that created the global biotech industry. As we continue to grow
and innovate, we are pioneering advanced technologies and implementing more environmentally responsible approaches throughout the Company to increase operational efficiency and reduce our environmental footprint.
Our next-generation biomanufacturing facility in Singapore, which began commercial production in 2017, is an example of our innovative capability at work. This redesign of our approach to biomanufacturing dramatically reduces the scale and costs of making biologic medicines, and vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines.
The success of our facility in Singapore, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in the U.S. in Rhode Island. This facility was licensed by the U.S. Food and Drug Administration in January 2022 and will support product volume growth, while delivering environmental and operating efficiencies.
We continue to apply innovation to our facilities with multiple ongoing projects, including in connection with the expansion of our U.S. plants. In 2021, we commenced construction on two new facilities (a final product assembly and packaging plant in Ohio and a multi-product drug substance facility in North Carolina). These facilities are expected to support our ability to meet the demand for our medicines, utilize cutting-edge technologies to be more efficient and environmentally friendly than traditional plants, and bring hundreds of full-time jobs to the regions while expanding our access to diverse talent.
| (1) | Carbon neutrality goal refers to Scope 1 and 2. Reductions take into account only verified reduction projections, do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |
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Sustainable Value Chain. Our footprint and focus on sustainability extend beyond our own employees and facilities. Amgen’s 2027 environmental sustainability plan includes engaging with our suppliers and contactors to evaluate the carbon impact throughout our value chain and identify reduction opportunities.
ESG Reporting.Informed by insights from our investors, we enhanced our ESG reporting in 2021 by expanding our latest Environmental, Social, and Governance Report by mapping our reporting to the Sustainability Accounting Standards Board (SASB) standards for our industry, disclosing our annual Consolidated EEO-1 Report, and providing additional metrics on the diversity of our workforce.
Since 2010, Amgen has reported to CDP (formally the Carbon Disclosure Project). Over time, CDP’s disclosure platform for climate change has evolved to contain over 25 questions (within its governance, risks and opportunities, strategy, targets and emissions modules) that are aligned with the recommendations of the Task Force on Climate-related Financial Disclosures, or TCFD; this platform is now nearly in full alignment with the TCFD. We continue to report to the CDP as completely as possible and, in 2022, we are undertaking a TCFD-aligned scenario analysis to improve our understanding of the physical and transitional effects of climate change as well as inform our future reporting.
United Nations Global Compact. We are a signatory to the United Nations Global Compact, a voluntary initiative based on commitments to implement universal sustainability principles and take steps to support the United Nations Sustainable Development Goals.
Social Responsibility
Improving Patient Access to Medicines. Through patient assistance programs, expanded access to investigational therapies, donations, and other initiatives, Amgen has developed support programs for eligible patients around the world as they seek to obtain the medicines they need.
Amgen Safety Net Foundation (ASNF), a separate legal entity entirely funded by Amgen, supports qualifying patients in the U.S. who might go without important medicines because of financial limitations, by providing our medicines at no cost. In 2021, the commercial value of Amgen’s medicines provided at no cost to uninsured or underinsured patients by ASNF was over $2 billion.(1)
Since 2018, Amgen has also donated approximately $140 million worth of Amgen cancer treatment and supportive care medicines(1) for distribution to patients in more than 30 developing countries through Direct Relief, a leading non-governmental organization.
We continue to offer and implement value-based contracts in an effort to help improve patient access to medicines and offer stakeholders greater budget predictability.
Advancing Health Equity. As part of our mission to serve patients, we are working to improve the diversity and representation of racial and ethnic minority populations in clinical trial research at Amgen and to advance solutions and increase dialogue regarding this area across the industry.
We recognize the importance of a patient-centric approach to clinical research and our Representation in Clinical Research (RISE) team is working with groups within Amgen and outside of the business towards exceeding industry standards for clinical trial diversity and representation and helping Amgen develop new medicines studied in participants who better reflect the populations affected by certain diseases or conditions. We also continue building relationships with leaders and organizations in diverse communities to help address healthcare disparities, improve disease state awareness, and increase dialogue in this area.
Supplier Diversity and Responsible Sourcing. We aspire to double our supplier diversity spend, and triple our Black-owned business spend, in the U.S. by 2023.(2) Our supplier diversity program is designed to identify, develop, and utilize small, disadvantaged, veteran, LGBTQ, minority, disabled, and women-owned business enterprises, as well as companies located in historically underutilized business zones, in our procurement of goods and services. Our efforts include mentoring and development opportunities to further strengthen the leadership capabilities of these diverse suppliers and contactors.
All staff members are guided by the Amgen Values and global Code of Conduct and, similarly, we request our suppliers to conduct their businesses in alignment with our mission and values. Our supplier sustainability program focuses not only on quality, cost, and reliability but also on a wide range of sustainability and social responsibility considerations, such as business ethics, labor and human rights, and environmental impacts.
Science Education. The Amgen Foundation seeks to advance excellence in science education to inspire the next generation of innovators and invest in strengthening communities where our staff members live and work.
Since its inception over 30 years ago, the Amgen Foundation has contributed more than $375 million to non-profit organizations around the world that reflect our core values and complement Amgen’s dedication to impacting lives in inspiring and innovative ways.
LabXchange, developed at Harvard University with the financial support of the Amgen Foundation, is a free online science education platform that provides students around the world with access to personalized instruction, virtual lab experiences, and networking opportunities across the global scientific community. In 2021, with the Amgen Foundation’s support, LabXchange launched a digital curriculum focused on examining racial inequity in healthcare, education, and STEM fields in the U.S.
The Amgen Foundation is the exclusive biology content partner of Khan Academy, a leading online learning platform, and approximately
| (1) | Valued at wholesale acquisition cost. |
| (2) | Measured against a 2019 baseline. |
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15 million users accessed Khan Academy’s free biology lessons in 2021. Through an expanded, multi-year partnership with the Amgen Foundation in support of science learning and education equity, Khan Academy is creating a comprehensive offering of biology resources for students and teachers worldwide and expanding its partnerships with school districts facing budget shortfalls. |
Additionally, the Amgen Foundation continued to expand the Amgen Biotech Experience (ABE), an innovative science education program that empowers high school teachers to bring biotechnology education into their classrooms. In 2021, the second cohort of the ABE Master Teacher Fellowship was announced with twelve fellows from around the globe who each receive a stipend and targeted support to develop a curriculum project to be shared with the ABE international community.
The Amgen Scholars Program makes it possible for undergraduates around the globe to engage in cutting-edge research experiences in leading graduate laboratories and learn more about biotechnology and drug discovery.
Our Community. In 2021, The Amgen Foundation provided grants totaling $3 million to more than 30 U.S.-based nonprofits in support of racial and social justice initiatives, economic empowerment, and equal opportunity in education.
Amgen and the Amgen Foundation have been engaged with our community during the pandemic. For additional information, please see “Responding to COVID-19” previously discussed.
The Amgen Foundation also provides programs and resources to empower individual Amgen staff in their charitable activities in our community, including through a matching gift program and by providing service grants to non-profit organizations where staff members regularly volunteer.
Human Capital Management
Our Board has a key role in the oversight of our culture, setting the tone at the top, and holding management accountable for maintaining high ethical standards. The Board believes that human capital management, including our diversity, inclusion, and belonging initiatives, are important to our success. The Compensation Committee assists the Board in providing oversight of human capital management and, beginning in 2022, labor and employment and diversity, inclusion, and belonging oversight responsibilities, previously overseen by the Compliance Committee, moved to the Compensation Committee. We conduct regular staff member engagement assessments that gather feedback on topics, including on the overall engagement of staff members, diversity, inclusion, and belonging, and our culture of compliance, and the results of these surveys are discussed with our workforce and the Board.
Amgen places significant value on fostering and enabling growth of staff, both personally and professionally, and we aim to provide a safe, healthy, innovative, and diverse work environment for our staff.
Our Social Architecture. Since Amgen’s founding in 1980, our staff members have directed their intelligence and enthusiasm toward our mission to serve patients. The combination of our mission, our aspiration to be the world’s best human therapeutics company, our strategy, our well-defined set of Amgen Values, and the clear leadership attributes that we expect from our staff members, form the “social architecture” that defines our unique culture. This social architecture has been a key enabler of Amgen’s worldwide growth from an early pioneer in the biotech industry to a leading innovator.
The Amgen Values were formalized in 1996 and continue to serve as the principles that guide the way we conduct business.
Amgen Values
| Be Science-Based | Trust and Respect Each Other | |
Compete Intensely and Win | Ensure Quality | |
Create Value for Patients, Staff, and Stockholders | Work in Teams | |
| Be Ethical | Collaborate, Communicate, and Be Accountable |
Diverse and Inclusive Workforce. Consistent with the Amgen Values, we are working to bring the diversity of the world community into the Amgen community. We believe that a diverse and inclusive culture fosters innovation, which supports our ability to serve patients. Further, we also believe our global presence is strengthened by having a workforce that reflects the diversity of the patients we serve. It is with these beliefs in mind that we have continued to strengthen and grow our culture of diversity, inclusion, and belonging.
Our Diversity, Inclusion and Belonging Council is led by our executive leadership and is responsible for overseeing our strategy to further a diverse and inclusive workplace, with an ongoing focus on women in leadership and minority representation. With endorsement from executive management and engagement with senior leaders across the organization, we are implementing a global strategy designed to leverage our diversity and create a more inclusive workplace.
We are engaging in activities and setting goals to improve our focus around diversity, inclusion, and belonging, including the launch of a mandatory unconscious bias training program that was completed by 100% of our U.S., Canada, and Puerto Rico staff members in 2020 (with a global rollout in 2021) and an online learning journey with tools and resources that guides staff members on the role they play in advancing diversity, inclusion and belonging throughout the organization.
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Each of our eleven Employee Resource Groups, dedicated to representing, supporting, and celebrating the diversity of our staff, are supported by a sponsor from our senior executive leadership team.
Amgen Employee Resource Groups
Amgen Asian | Amgen Black | |
Ability Bettered through Leadership and | ||
Amgen Early Career | Amgen International | |
Amgen Indian | Amgen Latin Employee | |
Amgen LGBTQ and | Amgen Veterans | |
Women Empowered | Women in Information (WISE) | |
Amgen is a founding member of OneTen, a coalition of many of the world’s largest, best-known companies that aims collectively to hire one million Black Americans (with a specific focus on those without four-year college degrees) into good-paying family-sustaining jobs over the next ten years.
Amgen is taking a leadership role in the greater Los Angeles region, where we are headquartered, to help expand the coalition of organizations that share our desire to offer opportunities to diverse talent.
Attracting and Developing Talent. We recognize the importance of attracting, motivating, developing, and retaining top global talent and skilled staff members. We compensate our staff members based on their roles, experience, and performance, provide wellness and work-life resources, as well as support employees in giving back and volunteering in their local communities. To support the development of our staff, we provide a variety of programs, including leadership development programs, virtual instructor-led courses, and self-paced learning options.
Our benefit programs are generally broad-based, promote health and overall well-being, and emphasize saving for retirement. Amgen continues to pride itself on industry-leading, family-friendly offerings for families of all compositions, including, in the U.S. and Puerto Rico, on-site child care at certain of our facilities, adoption assistance, resources for elder care and behavioral health, and paid parental leave for all Amgen staff members who have or adopt, or become a foster parent or legal guardian for a child. Globally, comparable benefit programs are offered with the same health and well-being goals, while also designed to comply with local statutory requirements.
(For more information regarding our approach to human capital resource management, including activities in support of workplace safety and diversity, please see our Form 10-K for the year ended December 31, 2021.)
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Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 20192021
Compensation Committee Determination of Compensation.ByGenerally, by the first calendar quarter of each year, the Compensation Committee reviews and approves Company performance goals and objectives for the current year and evaluates the CEO’s performance for the previous year in light of the Company performance goals and objectives established for the prior year. The Compensation Committee evaluates the performance of the CEO within the context of the financial and operational performance of the Company, considers competitive market data, and establishes the CEO’s compensation based on this evaluation as well as the compensation for each executive officer.
Values and Components.The values of each component of total compensation (base salary, target annual cash incentive awards, and equity awards) for the current year, as well as total annual compensation for the prior year (including the value of equity holdings, potential change of control payments, and vested benefits under our Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan as of the end of the last fiscal year) are considered at this time. Final determinations regarding our
CEO’s performance and compensation are made during an executive
session of the Compensation Committee and are reported to and reviewed by the Board in an independent directors’ session.
Executive Officers. Our Compensation Committee determines compensation for the executive officers (other than the CEO) based, in part, on the recommendations of our CEO regarding base salary, annual cash incentive awards, and equity awards. In determining compensation recommendations for each Named Executive Officer, or NEO, our CEO reviews comparative peer group data, as well as the performance of the executive. The Compensation Committee has typically followed these recommendations.
Executive Sessions.Each Compensation Committee meeting includes adequate time for executive session and the Compensation Committee meets in executive session on a regular basis with no members of management present (unless otherwise requested by the Compensation Committee).
Delegation of Authority. The Compensation Committee has authority to delegate any of its functions to a subcommittee of its members.
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Delegation of Authority. The Compensation Committee has authority to delegate any of its functions to a subcommittee of its members. No delegation of authority was made in 2021.
Independent Compensation Consultant. The Compensation Committee continued to engage FW Cook, an independent compensation consultant, to provide advice regarding executive compensation and executive compensation trends and developments, compensation designs, and equity compensation practices, market data as requested, and opinions on the appropriateness and competitiveness of our executive compensation programs relative to market practice. FW Cook reported directly to the Compensation Committee and attended regularly scheduled meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee, as requested). Each year the Compensation Committee reviews the independence of FW Cook and whether any conflicts of interest exist.
After review and consultation with FW Cook, the Compensation Committee has determined that FW Cook is independent and there is no conflict of interest resulting from retaining FW Cook currently or during the year ended December 31, 2019.2021. In performing its analysis, the Compensation Committee
considers the factors set forth in the SEC rules and The NASDAQ Stock Market listing standards.
Peer Group Review. In setting executive compensation, the Compensation Committee compares the Company’s pay levels and programs to those ofavailable for the Company’s competitors for executive talent and uses this comparative data as a guide in its review and determination of compensation. Our Compensation Committee annually considers and selects an appropriate peer group (consisting of biotechnology and pharmaceutical companies), based, in part, on the recommendations of FW Cook, and, for each Named Executive Officer, or NEO, the Compensation Committee reviews the compensation levels and practices of our peer group, which for our NEOs, other than the CEO, are based on reports prepared by management from information contained in compensation surveys and proxy statements. FW Cook provides the Compensation Committee with market data, an annual report on the compensation levels and practices of our peer group, and compensation recommendations for the CEO position.
Compensation Risk Management.In cooperation with management, FW Cook assesses the potential risks arising from our compensation policies and practices as discussed more fully below.
Annual Risk Management Assessment.On an annual basis, management, working with the Compensation Committee’s independent compensation consultant, conducts an assessment of the Company’s compensation policies and practices for all staff members generally, and for our staff members who participate in our sales incentive compensation program, for material risk to the Company. Compensation-related risks from COVID-19 were evaluated as part of this assessment for 2021.
Results of Risk Management Assessment.The results of this assessment are reviewed and discussed with the Compensation Committee. Based on this assessment, review and discussion, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and our Company performance goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us.
Factors That Discourage Excessive Risk-Taking.In evaluating our compensation policies and practices, a number of factors were identified which the Company, the Compensation Committee, and its independent consultant believe discourage excessive risk-taking, including:
| • | Mix of |
| • | Company-wide Results |
important factor in determining the amount of an annual cash incentive award, one of our mix of incentives, for each of our staff members. |
| • | Emphasis on Long-Term Performance. We cap short-term incentives and make |
participate in compensation plans that are designed so that the largest component of their compensation is in the form of LTI equity awards to ensure that a significant portion of their compensation is associated with long-term, rather than short-term, outcomes, which aligns these individuals’ interests with those of our stockholders. |
| • | Equity Award Grant Practices.We employ appropriate practices with respect to equity awards: we do not award mega-grants, discounted stock options, or immediately vested equity to staff members; and we have grant guidelines that generally limit the grant date for our equity grants to the third business day after our announcement of quarterly earnings. |
| • | Robust Stock Ownership and Retention Guidelines.We have robust stock ownership guidelines for vice presidents and above that require significant investment by these individuals in our Common Stock. We require that each officer who has not met his or her required ownership guidelines hold shares of our Common Stock acquired through the vesting of restricted stock units, the payout of performance units, and the exercise of stock options (net of shares retained by us to satisfy associated tax withholding requirements and exercise price amounts) until such officer has reached his or her required stock ownership level. |
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| • | Comprehensive Performance Evaluations. Our Company values and leadership behaviors are an integral part of the performance assessments of our staff members and are particularly emphasized in our assessment tools at higher positions. These evaluations serve as an important information tool and basis for compensation decisions. |
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The Compensation Committee has adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) if an executive officer is terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement).
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| • | Disclosure. Subject to our recoupment and clawback |
| • | No Hedging or Pledging. Our Insider Trading Policy prohibits pledging or purchasing of our Common Stock on margin(1) and hedging the economic risk of our Common Stock (as discussed more fully below). |
| • | Mandatory Global Code of Conduct Compliance Training. We require training on our global Code of Conduct and other policies that educate our staff members on appropriate behaviors and the consequences of taking inappropriate actions. |
| • | Pricing Policies and Controls. Amgen’s drug pricing governance framework is designed to help ensure that our pricing actions around the globe are legally compliant, financially sound, and aligned with our values and corporate objectives. Our approach to pricing includes training, standard operating procedures, policies, approval mechanisms for price increases and price policy exceptions, and other controls that balance regional and country autonomy with centrally managed price discipline. Our Board, with the assistance of the Compliance Committee, has a key role in the oversight of pricing risk and regularly receives presentations from management on drug pricing practices and trends. |
Under our global Insider Trading Policy, all of our Board members and staff members, including our NEOs, consultants, contract workers, secondees, and temporary staff worldwide are considered “Covered Persons.” It is against the Insider Trading Policy for Covered Persons to directly or indirectly participate in transactions involving trading activities in our securities that, by their nature, are aggressive or speculative, or may give rise to an appearance of impropriety. Covered Persons may not:
Engage in short sales (sales of stock that the seller does not own or a sale that is completed by delivery of borrowed stock) with respect to our securities;
Engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Amgen stock;
| • | Purchase or pledge Amgen stock on margin or as collateral to secure a loan or other obligation(1); or |
Enter into any derivative or similar transactions with respect to our securities.
Examples of prohibited derivative transactions include, but are not limited to, purchases or sales of puts and calls (whether written or purchased or sold), options (whether “covered” or not), forward contracts, including but not limited to prepaid variable forward contracts; put and call “collars” (“European” or “American”), “equity” or “performance” swap or exchange agreements, or any similar agreements or arrangements however denominated, in our securities.
| (1) | With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |
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Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other staff members, calculated in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K. The Company determined our median employee based on total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2019.2021. Total direct compensation included base salary, (wages recorded in our payroll records as of December 31, 2019), annual cash incentive awards earned for the period (and target sales incentive awards for our sales force), and the annual grant value of LTI equity awards during 2019.2021. Earnings of our staff members outside of the U.S. were
converted to U.S. dollars using the currency exchange rate rates
as of December 31, 2019.2021. Nocost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 20192021 which was $130,904.$130,589. As disclosed in the “Summary Compensation Table” appearing on page 66,73, our CEO’s annual total compensation for 20192021 was $19,612,793.$21,721,154. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 150166 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2019”2021” above and our Compensation Discussion and Analysis beginning on page 38.41.
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The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the
Company’s 20202022 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form10-K for the year ended December 31, 2019.2021.
Compensation Committee of the Board of Directors
Robert A. Eckert, Chairman
Wanda M. Austin
Brian J. Druker
Greg C. Garland
Fred Hassan
Tyler Jacks
Our Commitment to Environmental Sustainability, Social Responsibility, and Human Capital Management
Corporate responsibility isOur Board has a key role in the oversight of our culture, setting the tone at the top, and holding management accountable for maintaining high ethical standards. The Board believes that human capital management, including our diversity, inclusion, and belonging initiatives, are important to our success. The Compensation Committee assists the Board in providing oversight of human capital management and, beginning in 2022, labor and employment and diversity, inclusion, and belonging oversight responsibilities, previously overseen by the Compliance Committee, moved to the Compensation Committee. We conduct regular staff member engagement assessments that gather feedback on topics, including on the overall engagement of staff members, diversity, inclusion, and belonging, and our culture of compliance, and the results of these surveys are discussed with our workforce and the Board.
Amgen since makingplaces significant value on fostering and enabling growth of staff, both personally and professionally, and we aim to provide a positive differencesafe, healthy, innovative, and diverse work environment for our staff.
Our Social Architecture. Since Amgen’s founding in the world is at the heart of what we do. As part of1980, our staff members have directed their intelligence and enthusiasm toward our mission to serve patients, we take our responsibilities seriously with respect to the areas of environmental sustainability, social responsibility and corporate governance (ESG).
ESG matters at Amgen are governed at the highest levels. Our executive leadership reports our progress to the Compliance Committee of the Board. An executive-level governance council, chaired by the Senior Vice President of Corporate Affairs, oversees the continuing evolution and enhancementpatients. The combination of our approachmission, our aspiration to corporate responsibilitybe the world’s best human therapeutics company, our strategy, our well-defined set of Amgen Values, and ESG. With the oversightclear leadership attributes that we expect from our staff members, form the “social architecture” that defines our unique culture. This social architecture has been a key enabler of executive leadership, individual programmatic elements are managed at a functional level.
In additionAmgen’s worldwide growth from an early pioneer in the biotech industry to a commitmentleading innovator.
The Amgen Values were formalized in 1996 and continue to ethical business practices, our ESG efforts include integrating environmentally sustainable practices throughout our business, improving patient access to medicines, promoting supplier sustainability and diversity, supporting science education forserve as the next generation of innovators, and enhancingprinciples that guide the diversity and inclusiveness of our workplace.
Environmental Sustainabilityway we conduct business.
We have a long-standing commitment to reducing our impact on the environment and regularly set targets to challenge ourselves to deliver further improvements.Amgen Values
| Be Science-Based |
Trust and Respect Each Other | |
Compete Intensely and Win | Ensure Quality | |
Create Value for Patients, Staff, and Stockholders | Work in Teams | |
| Be Ethical | Collaborate, Communicate, and Be Accountable |
Progress Toward Targets.Diverse and Inclusive Workforce. Consistent with the Amgen Values, we are working to bring the diversity of the world community into the Amgen community. We believe that a diverse and inclusive culture fosters innovation, which supports our ability to serve patients. Further, we also believe our global presence is strengthened by having a workforce that reflects the diversity of the patients we serve. It is with these beliefs in mind that we have continued to strengthen and grow our culture of diversity, inclusion, and belonging.
Our Diversity, Inclusion and Belonging Council is led by our executive leadership and is responsible for overseeing our strategy to further a diverse and inclusive workplace, with an ongoing focus on women in leadership and minority representation. With endorsement from executive management and engagement with senior leaders across the organization, we are implementing a global strategy designed to leverage our diversity and create a more inclusive workplace.
We are engaging in activities and setting goals to improve our focus around diversity, inclusion, and belonging, including the last yearlaunch of a mandatory unconscious bias training program that was completed by 100% of our 2012-2020 conservation targets, which are setU.S., Canada, and Puerto Rico staff members in areas where we can make2020 (with a global rollout in 2021) and an online learning journey with tools and resources that guides staff members on the most progressrole they play in reducing our environmental impactadvancing diversity, inclusion and deliver value, including targets for reductions in fleet and facilities carbon, waste, and water use. In addition to beingon-track to deliver on all of our targets, we are well-head of our targets to reduce our carbon and water consumption.belonging throughout the organization.
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Reducing Carbon Emissions Through Energy Conservation. Our carbon reduction strategy focuses on eliminating energy use, increasing energy efficiency, and increasing the proportion of energy used from renewable and alternative sources. We have exceeded our 2020 carbon targets and are continuing to work through our portfolio of identified carbon reduction opportunities as we finalize our next generation of environmental targets. Amgen also participates in the CDP (formerly Carbon Disclosure Project).
Sustainable by Design. Amgen helped invent the processes and tools that created the global biotech industry. As we continue to grow and innovate, we are pioneering advanced technologies for research and development and manufacturing to increase operational efficiency, improve access to our medicines, and reduce our environmental footprint.
Our next-generation biomanufacturing facility in Singapore is an example of our innovative capability at work. This redesign of our approach to biomanufacturing dramatically reduces the scale and costs of making biologics, vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines. In 2019, we continued to work on the construction of our second next-generation biomanufacturing plant in Rhode Island. This new plant is expected to be the first of its kind in the U.S. and will use our next-generation biomanufacturing capabilities.
United Nations Global Compact.We are a signatory to the United Nations Global Compact, a voluntary initiative based on commitments to implement universal sustainability principles and take steps to support United Nations goals.
Climate-Related Risks and Opportunities.We have processes to evaluate and quantify risk from climatic events to our operations and take steps to avoid the associated consequences. Additionally, Amgen has had a carbon and energy reduction strategy since 2008 and, as described above, considerable progress has been made in reducing our carbon footprint as a result.
Social Responsibility
Improving Patient Access to Medicines. Amgen is committed to assisting patients with no or limited drug coverage to access the medicines they need. We provide patient support and education programs and help patients in financial need access our medicines. Amgen Safety Net Foundation (ASNF), a separate legal entity entirely funded by Amgen, supports qualifying patients in the U.S. who might go without important medicines because of financial barriers, by providing our medicines at no cost. In 2019, the commercial value of Amgen’s medicines provided at no cost to uninsured or underinsured patients by ASNF was approximately $1.5 billion(1). In 2018, Amgen donated over $93 million worth of Amgen cancer treatment and supportive care medicines(1)for distribution to patients in 18 developing countries through Direct Relief, a leadingnon-governmental organization, and we recently completed a second donation of medicine through Direct Relief in 2019.
We also partner with payers to share risk and accountability for health outcomes, and help patients access the medicines they need without significant financial burden. We continue to spearhead implementation of innovative contracting, including outcomes-based and risk-sharing approaches, to improve patient access to medicines while providing budget predictability to payers, in addition to value based partnerships designed to create mutually beneficial opportunities, improve patient outcomes, experience, and satisfaction in the context of the healthcare system and overall total costs to society.
Supplier Sustainability and Diversity.All staff members are responsible for upholding the Amgen Values and Code of Conduct and, similarly, we require our suppliers to conduct their businesses in alignment with our mission and values. We focus not only on commitment to quality, cost, and reliability but also on a wide range of sustainability and social responsibility considerations, such as business ethics, labor and human rights, and environmental impacts.
We also have a supplier diversity program designed to identify, develop, and utilize small, disadvantaged, veteran, service-disabled veteran, minority, and women-owned business enterprises, as well as companies located in historically underutilized business zones, in our procurement of goods and services.
Science Education.The Amgen Foundation, Inc. (Amgen Foundation),a separate legal entity entirely funded by Amgen, seeks to advance excellence in science education to inspire the next generation of innovators, and invest in strengthening communities where our staff members live and work.
Since its inception almost 30 years ago, the Amgen Foundation has contributed more than $325 million tonon-profit organizations across the world that reflect our core values and complement Amgen’s dedication to impacting lives in inspiring and innovative ways.
Through what is now a sixteen-year commitment from the Amgen Foundation, the Amgen Scholars Program makes it possible for young scientists across the globe to engage in cutting-edge research experiences and learn more about biotechnology and drug discovery.
LabXchange, developed at Harvard University with the financial sponsorship of the Amgen Foundation, is a free online science education platform which launched in January 2020 providing students around the world with access to personalized instruction, next-generation virtual lab experiences, and networking opportunities across the global, scientific community.
The Amgen Foundation is the biology partner of the Khan Academy, a leading online learning educational platform with over 89 million registered users across the globe.
Additionally, the Amgen Foundation supports the Amgen Biotech Experience, an innovative science education program that empowers high school teachers to bring biotechnology education into their classrooms.
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Our Community.The Each of our eleven Employee Resource Groups, dedicated to representing, supporting, and celebrating the diversity of our staff, are supported by a sponsor from our senior executive leadership team.
Amgen Foundation has provided support following devastating disasters, including immediate relief for victims of the wildfires in Australia and Southern California, and continues to provide support for reconstruction efforts in Puerto Rico following Hurricane Maria. Moreover, the Amgen Foundation provides programs and resources to empower individual Amgen staff in their charitable giving, including through a matching gift program and by providing service grants tonon-profitEmployee Resource Groups organizations where staff members regularly volunteer.
Amgen Asian | Amgen Black | |
Ability Bettered through Leadership and | ||
Amgen Early Career | Amgen International | |
Amgen Indian | Amgen Latin Employee | |
Amgen LGBTQ and | Amgen Veterans | |
Women Empowered | Women in Information (WISE) | |
Amgen is a founding member of OneTen, a coalition of many of the world’s largest, best-known companies that aims collectively to hire one million Black Americans (with a specific focus on those without four-year college degrees) into good-paying family-sustaining jobs over the next ten years.
Amgen is taking a leadership role in the greater Los Angeles region, where we are headquartered, to help expand the coalition of organizations that share our desire to offer opportunities to diverse talent.
Attracting and Developing Talent. We recognize the importance of attracting, motivating, developing, and retaining top global talent and skilled staff members. We compensate our staff members based on their roles, experience, and performance, provide wellness and work-life resources, as well as support employees in giving back and volunteering in their local communities. To support the development of our staff, we provide a variety of programs, including leadership development programs, virtual instructor-led courses, and self-paced learning options.
Our benefit programs are generally broad-based, promote health and overall well-being, and emphasize saving for retirement. Amgen continues to pride itself on industry-leading, family-friendly offerings for families of all compositions, including, in the U.S. and Puerto Rico, on-site child care at certain of our facilities, adoption assistance, resources for elder care and behavioral health, and paid parental leave for all Amgen staff members who have or adopt, or become a foster parent or legal guardian for a child. Globally, comparable benefit programs are offered with the same health and well-being goals, while also designed to comply with local statutory requirements.
(For more information regarding our approach to human capital resource management, including activities in support of workplace safety and diversity, please see our Form 10-K for the year ended December 31, 2021.)
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Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2021
Compensation Committee Determination of Compensation. Generally, by the first calendar quarter of each year, the Compensation Committee reviews and approves Company performance goals and objectives for the current year and evaluates the CEO’s performance for the previous year in light of the Company performance goals and objectives established for the prior year. The Compensation Committee evaluates the performance of the CEO within the context of the financial and operational performance of the Company, considers competitive market data, and establishes the CEO’s compensation based on this evaluation as well as the compensation for each executive officer.
Values and Components. The values of each component of total compensation (base salary, target annual cash incentive awards, and equity awards) for the current year, as well as total annual compensation for the prior year (including the value of equity holdings, potential change of control payments, and vested benefits under our Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan as of the end of the last fiscal year) are considered at this time. Final determinations regarding our
CEO’s performance and compensation are made during an executive session of the Compensation Committee and are reported to and reviewed by the Board in an independent directors’ session.
Executive Officers. Our Compensation Committee determines compensation for the executive officers (other than the CEO) based, in part, on the recommendations of our CEO regarding base salary, annual cash incentive awards, and equity awards. In determining compensation recommendations for each Named Executive Officer, or NEO, our CEO reviews comparative peer group data, as well as the performance of the executive. The Compensation Committee has typically followed these recommendations.
Executive Sessions.Each Compensation Committee meeting includes adequate time for executive session and the Compensation Committee meets in executive session on a regular basis with no members of management present (unless otherwise requested by the Compensation Committee).
| (1) | Reference to our website is |
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Delegation of Authority. The Compensation Committee has authority to delegate any of its functions to a subcommittee of its members. No delegation of authority was made in 2021.
Independent Compensation Consultant. The Compensation Committee continued to engage FW Cook, an independent compensation consultant, to provide advice regarding executive compensation and executive compensation trends and developments, compensation designs, and equity compensation practices, market data as requested, and opinions on the appropriateness and competitiveness of our executive compensation programs relative to market practice. FW Cook reported directly to the Compensation Committee and attended regularly scheduled meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee, as requested). Each year the Compensation Committee reviews the independence of FW Cook and whether any conflicts of interest exist. After review and consultation with FW Cook, the Compensation Committee has determined that FW Cook is independent and there is no conflict of interest resulting from retaining FW Cook currently or during the year ended December 31, 2021. In performing its analysis, the Compensation Committee
considers the factors set forth in the SEC rules and The NASDAQ Stock Market listing standards.
Peer Group Review. In setting executive compensation, the Compensation Committee compares the Company’s pay levels and programs to those available for the Company’s competitors for executive talent and uses this comparative data as a guide in its review and determination of compensation. Our Compensation Committee annually considers and selects an appropriate peer group (consisting of biotechnology and pharmaceutical companies), based, in part, on the recommendations of FW Cook, and, for each NEO, the Compensation Committee reviews the compensation levels and practices of our peer group, which for our NEOs, other than the CEO, are based on reports prepared by management from information contained in compensation surveys and proxy statements. FW Cook provides the Compensation Committee with market data, an annual report on the compensation levels and practices of our peer group, and compensation recommendations for the CEO position.
Compensation Risk Management. In cooperation with management, FW Cook assesses the potential risks arising from our compensation policies and practices as discussed more fully below.
Annual Risk Management Assessment. On an annual basis, management, working with the Compensation Committee’s independent compensation consultant, conducts an assessment of the Company’s compensation policies and practices for all staff members generally, and for our staff members who participate in our sales incentive compensation program, for material risk to the Company. Compensation-related risks from COVID-19 were evaluated as part of this assessment for 2021.
Results of Risk Management Assessment.The results of this assessment are reviewed and discussed with the Compensation Committee. Based on this assessment, review and discussion, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and our Company performance goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us.
Factors That Discourage Excessive Risk-Taking.In evaluating our compensation policies and practices, a number of factors were identified which the Company, the Compensation Committee, and its independent consultant believe discourage excessive risk-taking, including:
| • | Mix of Incentives and Metrics. Our compensation programs consist of a mix of incentives and metrics (financial and operational) that are tied to varying performance periods and are designed to balance our need to drive our current performance with the need to position the Company for long-term success. |
| • | Company-wide Results.Company-wide results are the most |
important factor in determining the amount of an annual cash incentive award, one of our mix of incentives, for each of our staff members. |
| • | Emphasis on Long-Term Performance. We cap short-term incentives and make LTI equity awards a component of compensation for nearly all of our full-time staff members. In particular, the CEO and the other executive officers participate in compensation plans that are designed so that the largest component of their compensation is in the form of LTI equity awards to ensure that a significant portion of their compensation is associated with long-term, rather than short-term, outcomes, which aligns these individuals’ interests with those of our stockholders. |
| • | Equity Award Grant Practices. We employ appropriate practices with respect to equity awards: we do not award mega-grants, discounted stock options, or immediately vested equity to staff members; and we have grant guidelines that generally limit the grant date for our equity grants to the third business day after our announcement of quarterly earnings. |
| • | Robust Stock Ownership and Retention Guidelines. We have robust stock ownership guidelines for vice presidents and above that require significant investment by these individuals in our Common Stock. We require that each officer who has not met his or her required ownership guidelines hold shares of our Common Stock acquired through the vesting of restricted stock units, the payout of performance units, and the exercise of stock options (net of shares retained by us to satisfy associated tax withholding requirements and exercise price amounts) until such officer has reached his or her required stock ownership level. |
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| • | Comprehensive Performance Evaluations. Our Company values and leadership behaviors are an integral part of the performance assessments of our staff members and are particularly emphasized in our assessment tools at higher positions. These evaluations serve as an important information tool and basis for compensation decisions. |
| • | Clawback Policy. We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers if it is subsequently determined that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement. |
| • | Recoupment. We have recoupment provisions that expressly allow the Compensation Committee or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award. |
The Compensation Committee has adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) if an executive officer is terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement).
| • | Disclosure. Subject to our recoupment and clawback policies and provisions, we intend to disclose the general circumstances of any application of our recoupment or clawback policies and provisions against any executive officer (current or former) and the aggregate amount of compensation recovered. |
| • | No Hedging or Pledging. Our Insider Trading Policy prohibits pledging or purchasing of our Common Stock on margin(1) and hedging the economic risk of our Common Stock (as discussed more fully below). |
| • | Mandatory Global Code of Conduct Compliance Training. We require training on our global Code of Conduct and other policies that educate our staff members on appropriate behaviors and the consequences of taking inappropriate actions. |
| • | Pricing Policies and Controls. Amgen’s drug pricing governance framework is designed to help ensure that our pricing actions around the globe are legally compliant, financially sound, and aligned with our values and corporate objectives. Our approach to pricing includes training, standard operating procedures, policies, approval mechanisms for price increases and price policy exceptions, and other controls that balance regional and country autonomy with centrally managed price discipline. Our Board, with the assistance of the Compliance Committee, has a key role in the oversight of pricing risk and regularly receives presentations from management on drug pricing practices and trends. |
Under our global Insider Trading Policy, all of our Board members and staff members, including our NEOs, consultants, contract workers, secondees, and temporary staff worldwide are considered “Covered Persons.” It is against the Insider Trading Policy for Covered Persons to directly or indirectly participate in transactions involving trading activities in our securities that, by their nature, are aggressive or speculative, or may give rise to an appearance of impropriety. Covered Persons may not:
Engage in short sales (sales of stock that the seller does not own or a sale that is completed by delivery of borrowed stock) with respect to our securities;
Engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Amgen stock;
| • | Purchase or pledge Amgen stock on margin or as collateral to secure a loan or other obligation(1); or |
Enter into any derivative or similar transactions with respect to our securities.
Examples of prohibited derivative transactions include, but are not limited to, purchases or sales of puts and calls (whether written or purchased or sold), options (whether “covered” or not), forward contracts, including but not limited to prepaid variable forward contracts; put and call “collars” (“European” or “American”), “equity” or “performance” swap or exchange agreements, or any similar agreements or arrangements however denominated, in our securities.
| (1) | With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |
38 ï 2022 Proxy Statement
Corporate Governance |
Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other staff members, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The Company determined our median employee based on total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2021. Total direct compensation included base salary, annual cash incentive awards earned for the period (and target sales incentive awards for our sales force), and the annual grant value of LTI equity awards during 2021. Earnings of our staff members outside of the U.S. were converted to U.S. dollars using currency exchange rates
as of December 31, 2021. No cost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 2021 which was $130,589. As disclosed in the “Summary Compensation Table” appearing on page 73, our CEO’s annual total compensation for 2021 was $21,721,154. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 166 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2021” above and our Compensation Discussion and Analysis beginning on page 41.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the
Company’s 2022 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Human Capital Management
Our Board has a key role in the oversight of our culture, setting the tone at the top, and holding management accountable for maintaining high ethical standards. The Board believes that human capital management, including diversity and inclusion initiatives, are important to our success. We conduct staff member engagement surveys on a regular basis and the results of these surveys are discussed with the Board.
Amgen places significant value on fostering and enabling growth for staff, both personally and professionally, and we are committed to providing a safe, healthy, innovative, and diverse work environment for our staff.
Our Social Architecture. Since Amgen’s founding in 1980, our staff members have directed their intelligence and enthusiasm toward a simple, yet powerful mission to serve patients. This clearly articulated mission, our aspiration to be the world’s best human therapeutics company, a carefully considered strategy informed by our mission and aspiration, a well-defined set of Amgen Values that define how we behave, and clear leadership attributes that we expect from our staff members, together form the “social architecture” that defines our unique culture. This social architecture is deeply rooted in our culture and has enabled Amgen’s growth over the past forty years from an early pioneer in the biotech industry to a leading innovator and world-class biologics manufacturer.
The Amgen Values were formalized in 1996 and continue to serve as the principles that guide the way we conduct business
Amgen ValuesHave Implemented Compensation Best Practices
|
Long-term performance-based equity awards (80% of total target equity, of which 50% are three-year performance unit awards and 30% are stock options)
|
| ✓ | A substantial majority of NEO compensation is performance-based and at-risk |
| ✓ | Recoupment provisions for misconduct that causes serious financial or reputational damage include forfeiture and cancellation of unvested or unexercised(1) equity awards and annual cash incentive awards being deemed not earned in full or part |
| ✓ | Clawback policy tied to financial restatement and misconduct that permits recapture of past cash or long-term incentive equity award payouts |
| ✓ | Robust stock ownership (6x for Chief Executive Officer) and retention guidelines |
| ✓ | Minimum vesting periods of one year, with most equity grants vesting over four years (with no vesting in the first year and vesting in three approximately equal installments thereafter) |
| ✓ | We use market median values as the reference point for each element of compensation at all job levels, including our NEOs |
| ✓ | Independent compensation consultant |
| ✓ | Amgen Values overlay our performance goals |
|
| |
|
Diverse and Inclusive Workforce. We believe that an environment of inclusion and belonging fosters innovation, which drives our ability to serve patients. Our global presence is strengthened by having a workforce that reflects the diversity of the patients we serve. To that end, we established a new executive diversity, inclusion, and belonging council chaired by our CEO. With endorsement from executive management and engagement with senior leaders across the organization, we have implemented a global strategy designed to leverage our diversity and create a more inclusive workspace.
This strategy is designed to help us successfully navigate a global, complex marketplace as we bring more medicines to patients around the world. In addition, we are setting goals to improve our focus around diversity, inclusion, and belonging and Amgen is positioned to amplify our program reach across the globe and measure our progress towards creating a more inclusive workplace. Additionally, we currently have global Employee Resource Groups at our Company, all with executive sponsorship, that are organized around primary diversity attributes, including:
× | No alterations to our established goals to respond to changing business conditions (for example, we have not made any changes to established goals in response to the occurrence or challenges of the pandemic) | |
× | No hedging or pledging | |
× | No re-pricing or backdating | |
× | No tax gross-ups (except in connection with relocation) | |
× | No single-trigger for stock options and restricted stock units in the event of a change of control | |
× | No excessive perks | |
× | No employment agreements | |
× | No dividends paid on unvested equity | |
× | No defined benefit pension or supplemental executive retirement plan (SERP) benefits | |
ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE
|
| (1) | Forfeiture and cancellation applies to any unvested or unexercised portion of any stock options granted after December 31, 2020. |
6 ï 2022 Proxy Statement
|
Item 3: Ratification of Selection of Independent Registered Public Accountants (Page 94)
Each year, the Audit Committee evaluates the qualifications and performance of the Company’s independent registered public accountants and determines whether to re-engage the current independent registered public accountants.
Based on this evaluation, the Audit Committee believes that the continued retention of Ernst & Young LLP, or EY, is in the best interests of the Company and its stockholders.
The Audit Committee of the Board has selected EY as our independent registered public accountants for the fiscal year ending December 31, 2022.
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ï 2022 Proxy Statement7
|
Election of Directors
Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. The Board has fixed the authorized number of directors at 12 and we currently have 12 directors serving on our Board. Our Board is composed of directors with a wide range of relevant experiences and backgrounds and considers a number of attributes when seeking new candidates for the Board as discussed more fully below and in the section “Corporate Governance—Process for Selecting Directors, Director Qualifications, and Board Diversity.” Based upon the recommendation of our Governance and Nominating Committee, or Governance Committee, the Board has nominated each of the director nominees set forth below to stand for election as a director, in each case for a one-year term expiring at our 2023 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death.
Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if
any nominee should become unavailable for election prior to the 2022 Annual Meeting of Stockholders, or Annual Meeting, proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even if less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death.
The independent members of the Board have elected Robert A. Eckert to continue to serve as our lead independent director, subject to his re-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”
Nominees to the Board
Nominee | Independent | Age | | Director Since |
| Audit | | Governance and Nominating |
| Executive |
|
Compensation and Management Development |
| | Equity Award |
| | Corporate Responsibility and Compliance |
| |||||||||||||||||||
Wanda M. Austin |
| ✓ |
|
| 67 |
|
| 2017 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Robert A. Bradway |
| 59 |
|
| 2011 |
|
| C |
|
| M |
| ||||||||||||||||||||||||||
Brian J. Druker |
| ✓ |
|
| 66 |
|
| 2018 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Robert A. Eckert* |
| ✓ |
|
| 67 |
|
| 2012 |
|
| M |
|
| M |
|
| C |
| ||||||||||||||||||||
Greg C. Garland |
| ✓ |
|
| 64 |
|
| 2013 |
|
| C |
|
| M |
|
| M |
| ||||||||||||||||||||
Charles M. Holley, Jr. |
| ✓ |
|
| 65 |
|
| 2017 |
|
| C |
|
| M |
|
| M |
| ||||||||||||||||||||
S. Omar Ishrak |
| ✓ |
|
| 66 |
|
| 2021 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Tyler Jacks |
| ✓ |
|
| 61 |
|
| 2012 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Ellen J. Kullman |
| ✓ |
|
| 66 |
|
| 2016 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Amy E. Miles |
| ✓ |
|
| 55 |
|
| 2020 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Ronald D. Sugar |
| ✓ |
|
| 73 |
|
| 2010 |
|
| M |
|
| M |
|
| C |
| ||||||||||||||||||||
R. Sanders Williams |
| ✓ |
|
| 73 |
|
| 2014 |
|
| M |
|
| M |
| |||||||||||||||||||||||
| “*” | indicates Lead Independent Director. |
| “C” | indicates Chair of the committee. |
| “M” | indicates member of the committee. |
8 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Summary of Director Nominee Core Experiences and Skills
Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our directors have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research in the areas of oncology and cardiology and experience leading important academic institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography.
Experience/Skills Austin Bradway Druker Eckert Garland Holley Ishrak Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International
The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director has a particular strength in that area.
ï 2022 Proxy Statement9
Item 1 — Election of Directors |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.
Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our directors meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement as Appendix A. There are no family relationships among any of our directors or among any of our directors and our executive officers.
Director since: 2017 Age:67 Committees:
• Compensation and Management Development Other Public Company Boards: • Chevron Corporation • Virgin Galactic Holdings, Inc.
| Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004. Dr. Austin was the Interim President of the University of Southern California, or USC, from 2018 to 2019 and has served as an Adjunct Research Professor at USC’s Viterbi School of Engineering since 2007. She is the co-founder of MakingSpace, Inc., where she serves as a motivational speaker on STEM education. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016, serving on its Management Compensation Committee and chairing its Board Nominating and Governance Committee. Dr. Austin has been a director of Virgin Galactic Holdings, Inc., a commercial space flight company, since 2019 and is a member of its Safety Committee, and Chair of its Compensation Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to March 2021, and previously served on the boards of directors of the National Geographic Society and the Space Foundation. Dr. Austin received an undergraduate degree from Franklin & Marshall College, a master’s degree from the University of Pittsburgh, and a doctorate from USC. She is a member of the National Academy of Engineering.
The Board concluded that Dr. Austin should serve on the Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her public board experience. |
Director since:2011 Age: Committees: • Equity Award • Executive (Chair) Other Public Company Boards: • The Boeing Company
| Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm’s banking department and corporate finance activities in Europe. Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes, defense, space and securities systems, since 2016, serving as the Chair of the Finance Committee and a member of the Governance and Public Policy Committee. From 2011 to 2017, Mr. Bradway was a director of Norfolk Southern Corporation, a transportation company. He has served on the board of trustees of the University of Southern California since 2014. Mr. Bradway holds a bachelor’s degree in biology from Amherst College and a master’s degree in business administration from Harvard Business School. Qualifications The Board concluded that Mr. Bradway should serve on the Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer. |
10 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Brian J. Druker
Director since: Age:66 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Vincerx Pharma, Inc. | Brian J. Druker joined Oregon Health & Science University, or OHSU, in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker has served as the director of the OHSU Knight Cancer Institute since 2007, associate dean for oncology of the OHSU School of Medicine since 2010, and the JELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has served on the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker has been a consultant to Grail, Inc., a biotechnology company, since 2021, and served on its scientific advisory board, from 2016 to 2019. In 2011, he founded Blueprint Medicines Corporation, a biopharmaceutical company, and remains as a scientific advisor to this company. In 2006, he founded MolecularMD, a privately-held molecular diagnostics company that was acquired by ICON plc in 2019. Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec®) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his medical doctorate from the University of California, San Diego. |
Qualifications
The Board concluded that Dr. Druker should serve on the Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients.
Robert A. Eckert Lead Independent Director
Director since:2012 Age:67 Committees: • Compensation and Management Development (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Levi Strauss & Co. • McDonald’s Corporation • Uber Technologies, Inc. | Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacture and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992. Mr. Eckert has been a director of McDonald’s Corporation, a company that franchises and operates McDonald’s restaurants in the global restaurant industry, since 2003, serving as the Chair of the Public Policy and Strategy Committee and a member of the Executive and Governance Committees. Mr. Eckert also has served as a director of Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010, serving as Chair of the Nominating, Governance and Corporate Citizenship Committee and a member of the Compensation Committee and, since March 2021, as non-executive Chair of the board. In 2020, Mr. Eckert was appointed a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, serving as Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Eckert was a director of Smart & Final Stores, Inc., a warehouse store, from 2013 until 2014 prior to it becoming a publicly-traded company. He was appointed director of Eyemart Express Holdings LLC, a privately-held eyewear retailer and portfolio company of FFL Partners, LLC, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg School of Management at Northwestern University and serves on the Eller College National Board of Advisors at the University of Arizona. Mr. Eckert received an undergraduate degree from the University of Arizona and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. |
Qualifications
The Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured experience as a chief executive officer and director of large public companies, his broad international experience in marketing and business development, and his valuable leadership experience.
ï 2022 Proxy Statement11
Item 1 — Election of Directors |
Greg C. Garland
Director since:2013 Age:64 Committees: • Compensation and Management Development • Executive • Governance and Nominating (Chair) Other Public Company Boards: • Phillips 66(1) | Greg C. Garland is the Chairman and Chief Executive Officer of Phillips 66, a diversified energy manufacturing and logistics company created through the repositioning of ConocoPhillips, having held this position since 2012. Mr. Garland chairs the Executive Committee of Phillips 66.(1) Prior to Phillips 66, Mr. Garland served as Senior Vice President, Exploration and Production, Americas of ConocoPhillips from 2010 to 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President, Planning and Specialty Chemicals from 2000 to 2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. Mr. Garland received an undergraduate degree from Texas A&M University. Qualifications The Board concluded that Mr. Garland should serve on our Board because of Mr. Garland’s experience as a chief executive officer and his over 30 years of international experience in a highly regulated industry.
|
| (1) | Mr. Garland served as Chairman and Chief Executive Officer of Phillips 66 Partners LP, a master limited partnership and subsidiary of Phillips 66 without any employees, until its full acquisition in March 2022 by Phillips 66. |
Charles M. Holley, Jr.
Director since:2017 Age:65 Committees: • Audit (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Carrier Global Corporation • Phillips 66 Audit Committee financial expert | Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President. Prior to that, Mr. Holley was Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles in Wal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately-held provider of audit, consulting, tax, and advisory services, from 2016 to 2019. Mr. Holley has been a director of Phillips 66 since 2019 and serves on the Audit and Finance, and Public Policy and Sustainability Committees. Mr. Holley has also been a director of Carrier Global Corporation, a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, and security solutions, since 2020 and chairs the Audit Committee and serves as a member of the Compensation Committee. Mr. Holley serves on the Advisory Council for the McCombs School of Business at the University of Texas at Austin and the University of Texas Presidents’ Development Board. Qualifications The Board concluded that Mr. Holley should serve on the Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board. |
Attracting and Developing Talent.12 Our success dependsï 2022 Proxy Statement
Item 1 — Election of Directors |
S. Omar Ishrak
Director since:2021 Age:66 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Intel Corporation • Compute Health Acquisition Corporation | S. Omar Ishrak has served as a director of the Company since July 2021. Dr. Ishrak was first identified to the Governance and Nominating Committee as a potential director candidate by the Chairman and certain non-employee members of the Board, including our lead independent director. He is the former Executive Chairman and Chairman of the Board of Directors of Medtronic plc, or Medtronic, a global medical technology company. Dr. Ishrak served as the Chief Executive Officer of Medtronic from 2011 to April 2020 and was Executive Chairman until December 2020. Prior to joining Medtronic, he served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak has been a director of Intel Corporation, a multinational corporation and technology company, since 2017 and Chairman of its Board since 2020, serving as a member of the Compensation Committee and Corporate Governance and Nominating Committee. He has served as Chairman of the Board of Directors of Compute Health Acquisition Corporation, a special purpose acquisition company, since 2021. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, an educational organization dedicated to promoting mutual understanding and strong partnerships between Asia and the U.S. Since 2021, Dr. Ishrak has been a senior advisor to Blackstone Life Sciences, a segment of Blackstone Inc. that invests in the biopharmaceutical and medical technology industries. Dr. Ishrak was inducted into the American Institute for Medical and Biological Engineering College of Fellows in 2016, elected as a Fellow of King’s College London in 2017, inducted into the Bakken Society in 2020, and elected to the National Academy of Engineering in 2020. Dr. Ishrak received his undergraduate degree and doctorate from the University of London, King’s College. |
Qualifications
The Board concluded that Dr. Ishrak should serve on our ability to attract and retain talent and skilled staff members. We compensate our staff membersBoard based on theirDr. Ishrak’s board and senior executive-level expertise, including his experience as chief executive officer of a global, highly regulated public company in the healthcare industry, his extensive background in medical technologies, manufacturing, international expertise and interest in Asia, and his management and leadership skills.
ï 2022 Proxy Statement13
Item 1 — Election of Directors |
Tyler Jacks
Director since:2012 Age:61 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Thermo Fisher Scientific, Inc. | Tyler Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology, a position he has held since 2007, and founding director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer, having served as director from 2007 to 2021. Since 2021, Dr. Jacks has served as President and director of Break Through Cancer, a foundation bringing together multidisciplinary cancer research teams selected from across five participating institutions.(1) Dr. Jacks was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 1994 until 2021. Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since 2009, serving as the Chair of its Science and Technology Committee and as a member of its Strategy and Finance Committee and its scientific advisory board. In 2006, he co-founded T2 Biosystems, Inc., a biotechnology company, and served on its scientific advisory board until 2013. Dr. Jacks has served on the scientific advisory board of SQZ Biotechnologies Company, a biotechnology company, since 2015. Dr. Jacks served on the scientific advisory board of Aveo Pharmaceuticals Inc., a biopharmaceutical company, from 2001 until 2013. In 2015, Dr. Jacks founded Dragonfly Therapeutics, Inc., a privately-held biopharmaceutical company, and serves as Chair of its scientific advisory board. In 2011, he was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, and served as Chair until 2016. In 2016, Dr. Jacks was named to a blue ribbon panel of scientists and advisors established as a working group of the National Cancer Advisory Board and served as co-Chair advising the Cancer MoonshotSM Task Force. Dr. Jacks was a director of MIT’s Center for Cancer Research from 2001 to 2007 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the National Academy of Medicine in 2009 and received the MIT Killian Faculty Achievement Award in 2015. Dr. Jacks received an undergraduate degree from Harvard University and his doctorate from the University of California, San Francisco. |
Qualifications
The Board concluded that Dr. Jacks should serve on the Board based on his extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher, pioneering uses of technology to study cancer-associated genes, and service on several scientific advisory boards and service to the National Cancer Advisory Board.
| (1) | Dana-Farber Cancer Institute, the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, The University of Texas MD Anderson Cancer Center, Memorial Sloan Kettering Cancer Center, and the Koch Institute for Integrative Cancer Research at MIT. |
14 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Ellen J. Kullman
Director since: 2016 Age:66 Committees: • Audit • Governance and Nominating Other Public Company Boards: • Dell Technologies Inc. • Goldman Sachs Group, Inc. Audit Committee financial expert | Ellen J. Kullman is President and Chief Executive Officer of Carbon, Inc., or Carbon, a privately-held 3D printing company, having held this position since 2019, and has served as a director of Carbon since 2016. She is the former President, Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company, or DuPont, a science and technology-based company, where she served from 2009 to 2015. Prior to this, Ms. Kullman served as President of DuPont from 2008 to 2009. From 2006 through 2008, she served as Executive Vice President of DuPont. Prior to that, Ms. Kullman was Group Vice President, DuPont Safety and Protection. Ms. Kullman has been a director of Goldman Sachs Group, Inc., an investment banking firm, since 2016, serving on its Compensation and Corporate Governance and Nominating Committees and chairing its Public Responsibilities Committee. Ms. Kullman has been a director of Dell Technologies Inc., a technology company, since 2016, serving on its Audit Committee. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 (and as lead director from 2018), serving on its Compensation, Finance and Executive Committees, until its merger with Raytheon Company in 2020. Ms. Kullman served as a director of General Motors, from 2004 to 2008, serving on its Audit Committee. Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and is a Trustee Emerita of Tufts University School of Engineering, having served on its Board of Advisors since 2006. She served as Chair of the US-China Business Council from 2013 to 2015. Since 2016, Ms. Kullman has been a member of the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Ms. Kullman received a bachelor of science in mechanical engineering degree from Tufts University and a master’s degree from the Kellogg School of Management at Northwestern University. |
Qualifications
The Board concluded that Ms. Kullman should serve on the Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. Given her leadership and financial experience, Ms. Kullman has been determined to be an Audit Committee financial expert by our Board.
Amy E. Miles
Director since: 2020 Age:55 Committees: • Audit • Governance and Nominating Other Public Company Boards: • Gap Inc. • Norfolk Southern Corporation Audit Committee financial expert | Amy E. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc., or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP. Ms. Miles has been a director of Norfolk Southern Corporation, a transportation company, since 2014, and serves on the Executive Committee, the Governance and Nominating Committee, and chairs the Audit Committee, and, beginning in May 2022, will serve as non-executive Chair of the board and cease serving as Chair of the Audit Committee, but will remain a member of the Audit Committee. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016. Ms. Miles has been a director of ASM Global, a privately-held entertainment and venue management company, since 2019. Ms. Miles serves on the boards of trustees of the University of Tennessee and the Boys and Girls Club of Eastern Tennessee. |
Qualifications
The Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience. Given her leadership and financial experience, Ms. Miles has been determined to be an Audit Committee financial expert by our Board.
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Item 1 — Election of Directors |
Ronald D. Sugar
Director since:2010 Age:73 Committees: • Corporate Responsibility and Compliance (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Apple Inc. • Chevron Corporation • Uber Technologies, Inc. | Ronald D. Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, having held these posts from 2003 through 2009. Dr. Sugar has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2005, serving as the lead director and on the Management Compensation Committee and the Board Nominating and Governance Committee. Dr. Sugar has been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers, mobile communication and media devices, since 2010, chairing the Audit and Finance Committee. Dr. Sugar has been a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2018, serving as the Chair of the board of directors and chairing the Nominating and Governance Committee and serving on the Compensation Committee. Dr. Sugar served as a director of Air Lease Corporation, an aircraft leasing company, from 2010 to 2020, and chaired its Compensation Committee and served on the Nominating and Corporate Governance Committee. Since 2010, he has been a senior advisor to Ares Management LLC, a privately-held asset manager and registered investment advisor. In 2014, Dr. Sugar joined the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Dr. Sugar is a member of the National Academy of Engineering, trustee of the University of Southern California, member of the UCLA Anderson School of Management Board of Advisors, and director of the Los Angeles Philharmonic Association. Qualifications The Board concluded that Dr. Sugar should serve on our Board because of Dr. Sugar’s board and senior executive-level expertise, including his experience as chief executive officer and board chair of a large, highly regulated, public company and his insight in the areas of operations, government affairs, science, technology and finance. |
R. Sanders Williams
Director since:2014 Age:73 Committees: • Corporate Responsibility and Compliance • Governance and Nominating Other Public Company Boards: • Laboratory Corporation of America Holdings • Tenaya Therapeutics, Inc. | R. Sanders Williams is the President Emeritus of Gladstone Institutes, a non-profit biomedical research enterprise, having served in this position since 2018, and was the Chief Executive Officer of the Gladstone Foundation, a not-for-profit organization supporting the Gladstone Institutes during 2018. Dr. Williams has served as Professor of Medicine at Duke University since 2018 and, from February 2021 to January 2022, acted as Interim Vice President for Research and Innovation. He has been a Professor of Medicine at the University of California, San Francisco since 2010. Dr. Williams was both President of Gladstone Institutes and its Robert W. and Linda L. Mahley Distinguished Professor of Medicine, from 2010 to 2017. Prior to this, Dr. Williams served as Senior Vice Chancellor of the Duke University School of Medicine from 2008 to 2010 and Dean of the Duke University School of Medicine from 2001 to 2008. He was the founding Dean of the Duke-NUS Graduate Medical School, Singapore, from 2003 to 2008 and served on its Governing Board from 2003 to 2010. From 1990 to 2001, Dr. Williams was Chief of Cardiology and Director of the Ryburn Center for Molecular Cardiology at the University of Texas, Southwestern Medical Center. Dr. Williams has been a director of the Laboratory Corporation of America Holdings, a diagnostic technologies company, since 2007, serving on the Audit Committee and chairing the Quality and Compliance Committee. Since 2016, Dr. Williams also has served as a director of Tenaya Therapeutics, Inc., a biotechnology company, chairing the Compensation Committee. Tenaya Therapeutics, Inc. was a privately-held company until July 2021 when it became publicly traded. Dr. Williams was a director of Bristol-Myers Squibb Company, a pharmaceutical company, from 2006 until 2013. Dr. Williams has served on the board of directors of the Gladstone Foundation, a non-profit institution that is distinct from Gladstone Institutes, since 2012. Dr. Williams was elected to the National Academy of Medicine in 2002. Dr. Williams received his undergraduate degree from Princeton University and his medical doctorate from Duke University. |
Qualifications
The Board concluded that Dr. Williams should serve on the Board because of his broad medical and scientific background, including his leadership roles in domestic and academic science settings, his deep experience in cardiology, oversight of governance of multi-hospital healthcare provider systems, leadership and performance, provide wellness resources, as well as support employeesdevelopment of international medical programs in giving backAsia, and volunteeringprior industry board experience.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE 12 NAMED NOMINEES.
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Corporate Governance |
Board of Directors Corporate Governance Highlights
Our Board of Directors, or Board, is governed by our Amgen Board of Directors Corporate Governance Principles which are amended from time to time to incorporate certain current best practices in their local communities.corporate governance. Our Corporate Governance Principles may be found on our website at www.amgen.com(1) and are available in print upon written request to the Company’s Secretary at our principal executive offices at One Amgen has added transgender benefitsCenter Drive, Thousand Oaks, California 91320-1799. The Board’s corporate governance practices and continues to pride itself on industry-leading, family-friendly offerings for families of all compositions.stockholder rights include the following:
Board Governance Practices
| • | Lead Independent Director. The independent members of the Board elect a lead independent director on an annual basis. The lead independent director has robust responsibilities and authorities as discussed below. Robert A. Eckert currently serves as our lead independent director. |
| • | Regular Executive Sessions of Independent Directors. Our independent directors meet privately on a regular basis. Our lead independent director presides at such meetings. |
| • | Board Access to Management. We afford our directors ready access to our management. Key members of management attend Board and committee meetings to present information concerning various aspects of the Company, its operations, and results, and have regular meetings in executive sessions with the Board and committees. |
| • | Board Authority to Retain Outside Advisors. Our Board and its committees have the authority to retain independent advisors and counsel. The Audit Committee has the sole authority to appoint, compensate, retain, and oversee the independent registered public accountants. The Compensation and Management Development Committee, or Compensation Committee, has the sole authority to appoint, compensate, retain, and oversee compensation advisors for senior management compensation review. The Governance and Nominating Committee, or Governance Committee, has the sole authority to appoint, retain, and replace search firms to identify director candidates and compensation advisors for our directors’ compensation review. |
| • | Independent Board Members on Key Standing Committees. The Board has four key standing committees: the Governance Committee; Audit Committee; Corporate Responsibility and Compliance Committee, or Compliance Committee; and Compensation Committee. Each member on key standing committees has been determined by the Board to be independent |
under The NASDAQ Stock Market listing standards and the requirements of the Securities and Exchange Commission, or SEC. |
| • | Regular Board and Committee Evaluations. The Board and the Audit, Compensation, Compliance, and Governance Committees each conduct an annual evaluation process. We provide more information regarding the Board and committee evaluations on page 27. |
| • | Management Succession Oversight. Our Board oversees Chief Executive Officer, or CEO, and senior management succession planning. Directors engage with potential CEO, executive, and senior management successors at Board and committee meetings. All independent members of the Board are invited to attend the Compensation Committee session on succession. Our Board also establishes steps to address succession to respond to unexpected vacancies in the event of an emergency. |
| • | Solicitation of Stockholder Perspectives. The Board believes that engagement with stockholders is a source of valuable information and perspectives on the Company. The Board has requested that management solicit input from investors on behalf of the Board and the lead independent director has also met directly with stockholders when appropriate. We provide more information regarding our stockholder engagement program on pages 31 and 51. |
| • | Majority Approval Required for Director Elections. If an incumbent director up for re-election at a meeting of stockholders fails to receive a majority of the votes cast in favor for his or her election in an uncontested election, the Board will adhere to the director resignation policy as provided in our Amended and Restated Bylaws of Amgen Inc., or Bylaws. |
| • | Director Limitation on Number of Boards. A director who is currently serving as our CEO should not serve on more than two outside public company boards. No director should serve on more than five outside public company boards. As part of its nominating process, the Governance Committee conducts an annual review of director commitment levels and shares its findings with the Board. |
| • | ContinuousBoard Refreshment. We have added seven new members to our Board since 2015 and our average Board tenure is approximately 6 years. |
| • | Director Retirement Age. The Board has established a retirement age of 75. A director is expected to retire from the Board on the day of the annual meeting of stockholders following his or her 75th birthday. |
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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| • | Director Changes in Circumstances Actively Evaluated. If a director has a significant change in principal business or professional affiliation or responsibility, including a change in principal occupation, he or she shall offer his or her resignation to the Chair of the Governance Committee. The Governance Committee then determines whether to accept the resignation based on what it believes to be in the best interests of the Company and our stockholders. Directors notify the Chair of the Governance Committee prior to accepting an invitation to serve on a public or private company board to permit the Governance Committee to evaluate the relationship for a potential conflict of interest and to confirm that the director continues to have time available to perform his or her duties. |
| • | Director Outside Relationships Require Pre-Approval. Without the prior approval of disinterested members of the Board, directors should not enter into any transaction or relationship with the Company in which they will have a financial or a personal interest or any transaction that otherwise involves a conflict of interest. |
| • | Active Management of Director Conflicts of Interest. If an actual or potential conflict of interest arises for a director or a situation arises giving the appearance of an actual or potential conflict, the director must promptly inform the Chairman of the Board or the Chair of the Governance Committee. All directors are expected to recuse themselves from any discussion or decision found to affect their personal, business, or professional interests. |
Stockholder Rights
| • | Single Class of Shares. We have a single class of shares with equal voting rights. One share equals one vote. |
| • | Proxy Access. Our Bylaws permit proxy access for director nominations. Eligible stockholders with an ownership threshold of 3% who have held their shares for at least 3 years and who otherwise meet the requirements set forth in our Bylaws may have their nominees up to the number of directors constituting the greater of 20% of the total number of directors or two nominees of our Board included in our proxy materials. Up to 20 eligible stockholders may group together to reach the 3% ownership threshold. In the course of designing our proxy access provisions, we carefully considered each element in the interest of our stockholders as a whole, including that the number of stockholders who may group together (20) would afford those stockholders likely to utilize proxy access with the opportunity to do so. |
| • | Action by Written Consent. Our Amgen Inc. Restated Certificate of Incorporation permits stockholders to act by written consent in lieu of a meeting upon the request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements of our Certificate of Incorporation. |
| • | Special Meetings. Our Bylaws permit stockholders to request that the Company call a special meeting upon the written request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements set forth in our Bylaws. |
| • | No Supermajority Vote Provisions. We have a simple majority voting standard to amend our Certificate of Incorporation and Bylaws. |
| • | No Poison Pill. We do not have a shareholder rights plan, or poison pill. |
Advisory Vote to Approve Our Executive Compensation
This advisory stockholder vote, commonly knownOur current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals.
Annual Evaluation of Leadership Structure and Annual Election of Lead Independent Director. The Board evaluates, considers, and discusses the leadership structure annually. As part of this annual evaluation process, the Board reviews its leadership structure, including whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board also considers:
The effectiveness of the policies, practices, and people in place at the Company to help ensure strong, independent Board oversight;
The Company’s performance and the effect the leadership structure could have on its performance;
The Board’s performance and the effect the leadership structure could have on the Board’s performance;
The Chairman’s performance in the role;
The lead independent director’s performance in the role;
The views of the Company’s stockholders; and
The practices at other companies and trends in governance.
In the circumstance that the Board determines that it remains in the best interests of the Company and its stockholders that the CEO serve as “Say on Pay,” gives you,Chairman, the independent members of the Board then elects a lead independent director from the independent members of the Board. The last review was completed in March 2022, and as a result of such review, the Board has determined that it continues to be in the best interests of the Company and our stockholders to have Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, CEO, and President, and Mr. Eckert serves as the lead independent director.
Overview of Lead Independent Director Responsibilities. The responsibilities of the lead independent director are well-defined. The lead independent director engages in regular communication with the independent directors, including in independent directors sessions. The lead independent director keeps Mr. Bradway apprised of any concerns, issues, or determinations made during the independent sessions, and consults with Mr. Bradway on other matters pertinent to the Company and the Board.
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Corporate Governance |
Lead Independent Director Responsibilities The lead independent director’s responsibilities outlined in our Corporate Governance Principles include: • Approving meeting agendas for the Board; • Assuring that there is sufficient time for discussion of all meeting agenda items; • Previewing the information to be provided to the Board; • Having the authority to call meetings of the independent directors; • Organizing and leading the Board’s evaluation of the CEO; • Serving as a liaison between the Chairman and the independent directors; • Leading the Board’s annual self-evaluation; • Ensuring that he/she is available for consultation and direct communication, if requested by major stockholders; and • Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. |
In addition to the responsibilities outlined above, our lead independent director also:
Meets with the Chairman prior to each regular meeting of the Board and its committees to discuss, provide input on, and approve the agendas;
With the Chairman, determines who attends Board meetings, such as members of management or outside advisors, and presenters;
Has one-on-one discussions with each independent director, including as part of the Board’s annual evaluation process;
Attends all committee meetings, including those committees for which he is not a member (at his discretion) and has access to all committee materials;
Has the authority to engage independent consultants;
Is regularly apprised of inquiries from stockholders;
Interviews Board candidates; and
Has an increased role in crisis and risk management, as appropriate.
Independent Directors Sessions. A meeting of the independent directors is scheduled at every regular Board meeting and the independent directors meet in an executive session without Mr. Bradway to review matters, including Company performance, management effectiveness, proposed programs and transactions, and the Board meeting agenda items. These independent sessions are organized and chaired by our lead independent director and our lead independent director provides direct feedback to Mr. Bradway after these executive sessions.
Independent Committee Leadership. The Audit, Compensation, Compliance, and Governance Committees are each composed solely of,
and led by, independent directors and provide independent oversight of management and its Board-delegated duties. In addition:
Each committee Chair meets with management in advance of meetings to review and refine agendas, add topics of interest, and review and comment on materials to be delivered to the committee;
Every director has access to all committee materials;
Each committee Chair provides a report summarizing committee meetings to the full Board at each regular meeting of the Board;
Each committee meeting includes adequate time for executive session and the committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee); and
Each committee effectively manages its Board-delegated duties and communicates regularly with the Chairman, lead independent director, the Board, and members of management.
Furthermore, the Compensation Committee has an effective process for succession planning and for monitoring and evaluating Mr. Bradway’s compensation and performance.
Lead Independent Director. Following the annual re-evaluation of our corporate governance structure, Mr. Eckert has been elected as the lead independent director each year since our May 2016 annual meeting of stockholders and was re-elected by our Board on March 2, 2022 to continue to serve as lead independent director subject to his re-election to the Board by our stockholders at the 2022 Annual Meeting.
Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active lead independent director, and strong Board and committee involvement, provides sound and robust oversight of management.
Benefits of Combined Leadership Structure. Following the annual evaluation of the governance structure, the Board continues to believe that the Company and our stockholders are best served by having Mr. Bradway in the role of Chairman (subject to his re-election to the Board) and CEO for the following reasons:
Mr. Bradway is most familiar with our business and the unique challenges we face. Mr. Bradway’s day-to-day insight into our challenges facilitates timely deliberation by the Board of important matters.
Mr. Bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. Bradway’s knowledge and extensive experience regarding our operations and the highly-regulated industries and markets in which we compete position him to identify and prioritize matters for Board review and deliberation.
As Chairman and CEO, Mr. Bradway serves as an important bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. The Board believes that Mr. Bradway brings a
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Corporate Governance |
unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value. |
The strength and effectiveness of the communications between Mr. Bradway as our Chairman and Mr. Eckert as our lead independent director result in comprehensive Board oversight of the issues, plans, and prospects of our Company.
This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and
consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making. |
Flexibility of the Leadership Structure. The Board is committed to high standards of corporate governance. The Board values its flexibility to select its optimal leadership structure to best serve the Company’s and stockholders’ best interests based on the qualifications of individuals available, circumstances existing at the time, and Company’s particular needs. As such, the Board annually evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders.
The Board’s Role in Risk Oversight
Our Board oversees an enterprise-wide approach to risk management, which is designed to support execution of our strategy and achievement of the Company’s objectives to improve long-term operational and financial performance and enhance stockholder interests. Our Board believes that a fundamental part of risk management is understanding the opportunityrisks that we face, adopting appropriate controls and mitigation activities for such risks, monitoring these risks, and responding to endorseemerging developments for such risks.
We have a Company-wide Enterprise Risk Management, or ERM, program, to identify, assess, manage, report, and monitor enterprise-level risks that may affect our ability to achieve the Company’s objectives. The ERM program is overseen by our Executive Vice President and Chief Financial Officer and chaired by our Chief Audit Executive. Annually, we evaluate the greatest risks to our business, their underlying risk drivers, and the associated mitigation activities, maturity, and controls. Our Enterprise Risk Council, a cross-functional group of the Company’s business leaders representing all key business functions, works to identify and assess risks that meet the pre-established criteria constituting an enterprise-level risk, and confirms that there is clear accountability and appropriate mitigation plans are in place, including monitoring and reporting. Additionally, emerging risks that do not endorserise to the level of enterprise-level risks, are assessed, discussed, and actively managed and monitored. We believe that the areas of risk that are fundamental to the success of our enterprise and rise to enterprise-level risks include the areas of product development, safety and surveillance, supply and quality, value (which includes pricing) and access, sales and promotion, business development, as well as protecting our assets (financial, intellectual property, and information, including cybersecurity), all of which are managed by senior executive paymanagement reporting directly to our CEO.
The enterprise-level risks are overseen by the Board and the appropriate Board committee (as discussed below). The Board receives regular risk reporting from senior management, including an annual detailed review of the ERM program and policies. Accordingly, youkey enterprise-level and emerging risks, as well as during the Board’s annual strategic planning process, annual budget reviews and approvals, capital plan review and approval, and through reviews of compliance issues at the applicable committees of our Board, as appropriate. For example, the risks associated with COVID-19 have the potential to affect areas of enterprise-level risk overseen by our Board, Audit Committee, Compensation Committee, and Compliance Committee and, as such, our risk mitigation plans and the effects of COVID-19 have been a topic regularly brought to and reviewed by the Board and its committees. For topics allocated to specific committees for their oversight, such as antitrust and competition regulation that is an area of the Compliance Committee’s responsibilities (as discussed below), the Compliance Committee Chair oversees the Compliance Committee’s annual calendar and meeting agendas to determine that the Company’s activities in support of its compliance with antitrust and competition regulation are being askedassessed regularly, including a full annual review that includes Amgen’s policies, processes, and training to cast an advisory votesupport such compliance, as well as regular updates of any significant industry developments at each Compliance Committee meeting. As is the practice for each of our committee Chairs, the Compliance Committee Chair reports out on these and other activities to the Board for its information and oversight at each regular Board meeting.
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Corporate Governance |
Each Board committee has primary risk oversight responsibility that is aligned with its areas of focus. At each regular meeting, or more frequently as needed, the Board receives and considers committee reports, and such reports may provide additional detail on risk management issues and management’s response.
Committee | Primary Risk Oversight Responsibility | |||
Governance and Nominating | • Oversees governance risk, including the assessment of each member of the Board’s independence, as well as the compliance with our Corporate Governance Principles and Board of Directors’ Code of Conduct. Also oversees Board and committee evaluations and Board succession. | |||
Audit | • Oversees internal controls over financial reporting, as well as internal audit and independent registered public accountants, as well as financial risk, such as capital risk, tax risk, sourcing risk, and financial compliance risk. | |||
Compensation and Management Development | • Oversees human capital management, as well as executive talent management, development, and succession planning. Also oversees our compensation policies and practices and incentive program administration and design, including whether such policies, practices, and incentive programs balance risk-taking and rewards in an appropriate manner (as discussed further below), align with stockholders’ interests, and are consistent with emerging best practices. Beginning in 2022, oversight of those aspects of labor and employment and diversity, inclusion and belonging activities, previously overseen by the Compliance Committee, moved to the Compensation Committee. | |||
Corporate Responsibility and Compliance | • Oversees non-financial compliance risk, such as regulatory risks associated with the requirements of U.S. federal health care programs, Food and Drug Administration and other regulatory agencies, and risks associated with privacy, trade compliance, antitrust and competition, anti-bribery and anti-corruption), information systems and security (including cybersecurity), value (which includes pricing) and access, government affairs, aspects of labor and employment activities and diversity, inclusion, and belonging(1), aspects of environmental sustainability, social responsibility, and corporate governance, or ESG (including environmental sustainability, corporate philanthropy, and pricing philosophy and practice), and our reputation. Also oversees staff member compliance with the global Code of Conduct. | |||
COVID-19 Impacts to Enterprise Risk and Our Response. The far-reaching effects of COVID-19 prompted the Company to consider enterprise risk focused on rare, but high-impact events, such as global pandemics. Our business resilience program is designed to enable us to effectively prepare for and respond to crisis incidents at the global, regional, and local levels. Since the beginning of the pandemic in early 2020, we have activated appropriate crisis management and business
continuity plans and responded to the challenges presented to the operations of our business and focused on the compensationexperiences of our Named Executive Officers,customers, patients, staff members, and communities. Multiple enhancements were made to our overall resilience during this pandemic, including investments in systems, automation, and innovation designed to support our remote work environment.
| (1) | Responsibility of the Compliance Committee in 2021. Responsibility for these activities moved to the Compensation Committee for 2022. |
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Corporate Governance |
In the second year of the pandemic, we continued to focus on the health and safety of our staff members and the effective operation of our business, while undertaking activities to help address the pandemic, such as manufacturing COVID-19 antibody material with Eli Lilly & Company.
Our Employees. Creating a safe and healthy workplace for our staff is a priority at Amgen. Staff member access to our facilities has been in accordance with applicable government health and safety protocols and guidance issued in response to the COVID-19 pandemic and we have taken additional safety measures, including implementing occupancy limits, restricting business travel, providing personal protective equipment, temperature screening, and COVID-19 testing. In 2021, we required staff members in the U.S. and Puerto Rico to be fully vaccinated against COVID-19.(1)
Supply of Our Medicines to Patients. To date, our remote working arrangements have not significantly affected our ability to maintain
critical business operations. We have been able to serve physicians and patients as we have avoided disruptions to delivery and shortages of our supply of medicines.
Helping Our Communities. Amgen and The Amgen Foundation, Inc., a separate legal entity entirely funded by Amgen (Amgen Foundation), have been deeply engaged with our communities during the COVID-19 pandemic. For example, since the start of the pandemic, we committed $12.5 million to support local emergency response efforts in our U.S. and international communities, patient-focused organizations mounting their own response efforts, and international relief efforts by Direct Relief and International Medical Corps. Additionally, the free online learning programs supported by the Amgen Foundation, including LabXchange and the Khan Academy, have helped students continue their science education during school closures.
Our Board has adopted two codes of business conduct – the Amgen Board of Directors’ Code of Conduct that applies to our Board and a global Code of Conduct that applies to our Board, all our staff, and others conducting business on our behalf. Annual training on the global Code of Conduct is required and our Board participates in such training. We also have a code of ethics for senior financial officers. To view our
codes of business conduct and ethics, please visit our website at www.amgen.com.(2) We intend to disclose any future amendments to certain provisions of our codes of business conduct and ethics, or NEOs,waivers of such provisions, applicable to our directors and executive officers on our website if such disclosure is required by SEC or NASDAQ rules. There were no waivers of any of our codes of business conduct or code of ethics in 2021.
The Board held 7 meetings in 2021 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. S. Omar Ishrak was appointed to the Board effective in July 2021 and attended all of the meetings of the Board and of the committees on which he served after the date of his
appointment. It is the Company’s policy that all current directors attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. Each of our directors serving at the time of our 2021 Annual Meeting were present at our 2021 Annual Meeting.
Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of our lead independent director and other members of the Board on appropriate matters. In addition, stockholders may communicate in writing with any particular director, any committee of the Board, or the directors as discloseda group, by sending such written communication to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board include, without
limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business, or communications that relate to improper or irrelevant topics. The Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the Chair of the Governance Committee. For information on our engagement with our stockholders since the 2021 Annual Meeting, please see page 51 of our Compensation Discussion and Analysis (pages 38 through 65)Analysis.
| (1) | This vaccination requirement did not apply to staff who were unable to receive a COVID-19 vaccine because of qualifying medical or religious reasons. |
| (2) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Corporate Governance |
Board Committees and relatedCharters
The Board has four key standing committees: the Governance Committee; Audit Committee; Compliance Committee; and Compensation Committee. The Compensation Committee has delegated certain responsibilities to an Equity Award Committee. In addition, an Executive Committee of the Board has all of the powers and authority of the Board in the management of our business and affairs, except with respect to certain enumerated matters, including Board composition and compensation, tableschanges to our Certificate of Incorporation, or any other matter expressly prohibited by law or our
Certificate of Incorporation. The Executive Committee did not meet in 2021. The Board maintains charters for each of its standing committees and these charters are evaluated annually. In addition, the Board has adopted a written set of Corporate Governance Principles and the narrativeAmgen Board of Directors’ Code of Conduct that generally formalize practices we have in place. To view the charters of our standing Board committees, our Corporate Governance Principles, and the Board of Directors’ Code of Conduct, please visit our website at www.amgen.com.(1)
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Summary of Current Director Core Experiences and Skills
Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, and have gained significant and diverse management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees) and an
understanding of corporate governance practices and trends, scientific expertise and healthcare industry experience, and bring unique perspectives to the Board. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and variety of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our Company’s evolving needs and represent the best interests of our stockholders.
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director currently represented on our Board. The details of each director nominee’s competencies are included in each director nominee’s biography.
Experience/Skills Austin Bradway Druker Eckert Garland Holley Ishrak Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International
The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director has a particular strength in that area.
Board Tenure 2 <3 Years 4 3-6 Years 4 2 7-9 Years ~6 Years Average Board Tenure Continuous Board Refreshment 7 new directors since 2015 Board Diversity Highlights Gender Diversity Racial/Ethnic Diversity 3 25% Female Directors 9 2 17% Diverse Directors 10 100% Independent directors on key standing committees
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In compliance with NASDAQ’s Board Diversity Rule, the table below provides certain highlights of the composition of our Board members and nominees.
| Board Diversity Matrix (As of January 20, 2022) | ||||
Total Number of Directors | 12 | |||
| Female | Male | |||
Part I: Gender Identity | ||||
Directors | 3 | 9 | ||
Part II: Demographic Background | ||||
African American or Black | 1 | – | ||
Asian | – | 1 | ||
White | 2 | 8 | ||
Process for Selecting Directors, Director Qualifications, and Board Diversity
Board Composition. Board composition is one of the most critical areas of focus for the Board. Reflecting our Board’s commitment to refreshment, the Board has appointed seven new directors since 2015, including women as well as those from underrepresented communities, adding critical skills and experience to our Board in furtherance of our strategic priorities.
Our Governance Committee regularly screens and recommends candidates for nomination by the full Board and, among other things, considers feedback received during the annual Board and committee evaluation process, investor feedback, our qualification guidelines and skills matrix, director commitment levels (with consideration given to public company leadership roles and outside commitments) and diversity. The Governance Committee will consider recommendations for director candidates made by stockholders and evaluate them using the same criteria as for other candidates.
Director Qualifications and Board Diversity. Our Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating, and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. The Governance Committee reviews regularly and reports to the Board on the composition and size of the Board, and makes recommendations, as necessary, so that the Board maintains at least the minimum number of independent directors required by applicable laws and regulations, composition requirements of the Audit and Compensation Committees, and reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable and required by applicable laws and regulations for the Board as a whole.
The Governance Committee and Board view diversity as a priority, considers diversity in its determinations, and seeks representation across a range of attributes. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many
other factors, including industry knowledge, operational experience, scientific and academic expertise, geography, and personal background. In an effort to best support maintaining and expanding the diversity of our Board, our Governance Committee actively seeks diverse candidates, including women and minority candidates, as part of its search for new directors.
The Governance Committee determines and oversees guidelines for selecting nominees to serve on the Board and for considering stockholder recommendations for nominees. The Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement (pages 66 through 82)as Appendix A.
Among other things, under the Board of Directors Guidelines for Director Qualifications and Evaluations, each Board member must possess:
| • | A demonstrated breadth and depth of management and leadership experience; |
| • | Financial and/or business acumen or relevant industry or scientific experience; |
| • | Integrity and high ethical standards; |
| • | Sufficient time to devote to the Company’s business; |
| • | The ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders; |
| • | The ability to comply with the Amgen Board of Directors’ Code of Conduct; and |
| • | A demonstrated ability to think independently and work collaboratively. |
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Continuous Board Refreshment
Our Board is committed to strong refreshment practices to continuously align the composition of the Board and its leadership structure with our long-term strategic needs. The Board, led by the Governance Committee, has an ongoing process for identifying, evaluating, and selecting directors, and these decisions are also informed by the annual Board and committee evaluation process described below. Our Governance Committee uses a variety of methods to help identify potential Board candidates and considers an assessment of current Board skills, background, diversity, independence, experience, tenure, and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process.
Current Board Composition: 7 new directors since 2015 3 women 2 ethnically/racially diverse directors Candidate Pool Sourced, Maintained and Updated Independent Search Firms Stockholders Independent Directors Select Directors Continuous Board Refreshment Governance Committee Review Review by the full Board Recommend Candidates to the Board Consider Guidelines for Director Qualifications and Evaluations (Appendix A) Consider skills matrix Include women and divers director candidates in the list from which director nominees are recommended Review independence and potential conflicts Meet candidates
Director Education
Our Board believes that director education is important to the ability of directors to fulfill their roles and supports Board members in their continuous learning. The Board encourages directors to participate in continuing education programs, and we reimburse directors for their expenses associated with this participation. During Board and committee meetings, education and information sessions are provided on specific subjects by internal and external experts. New directors also participate in our director orientation program.
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Regular Board and Committee Evaluations
Board and committee evaluations play a critical role in supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and,
importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment.
Annual Governance Review
Planning The Governance Committee oversees the Board evaluation process. In consultation with our lead independent director, and the committee Chairs, a framework for evaluation is established, including a review of topics for evaluation that are incorporated in the evaluation forms used by the Board and committees. Committee Evaluations and Assessment Formal annual anonymous evaluations of the Audit, Compensation, Compliance, and Governance Committees are collected, compiled, and distributed in advance of the scheduled discussion by each committee in executive session (typically in October). The evaluations include open-ended questions and space for candid commentary. All comments are unattributed, included verbatim, and shared with the full Board and each applicable committee. Each committee Chair reports out to the full Board on these assessments for review and discussion. One-on-One Discussions Our lead independent director conducts one-on-one discussions with each independent director. These candid conversations allow for direct and honest feedback on varied aspects of our Board's operations. Board Evaluation and Assessment Annual anonymous evaluations of the Board are collected, compiled, and distributed in advance of the scheduled discussion by the full Board in executive session (typically in December) and informed by the results of the committee-level evaluation discussions as well as the one-on-one discussions conducted by the lead independent director. Follow-Up Policies, practices, and the composition of our Board and its committees are modified, as appropriate, based on evaluation findings, one-on-one discussions, and follow-up items are discussed at subsequent Board and committee meetings. Ongoing Our directors are encouraged to convey ongoing feedback to our lead independent director or the Governance Committee during any executive session throughout the year.
Evaluation Results. The Audit, Compensation, Compliance, and Governance Committees each completed their committee evaluations and assessments in October 2021 and such evaluations were included as part of the total evaluation by the Governance Committee in December 2021. The Board completed its evaluation in December 2021. Each committee and the Board was considered to be operating effectively, with appropriate balance among governance, oversight, strategic, and operational matters, and each committee and the Board was satisfied with its performance.
Ongoing Feedback. Our directors provide real-time feedback throughout the year outside of the formal evaluation process and have
open access to management and third-party advisors. Additionally, executive sessions of directors (without management) are scheduled for every regular Board and committee meeting to identify any issues and assess whether meeting objectives were satisfied.
Changes Implemented. Based on the annual Board and committee evaluation process, ongoing feedback provided by directors, and one-on-one discussions between our lead independent director and each independent director, changes to Board practices have included enhancements to our committee structure and composition, additional presentations on various topics, and the addition of new directors.
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Corporate Governance |
At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.
The Board has determined that each of our non-employee directors: Wanda M. Austin; Brian J. Druker; Robert A. Eckert; Greg C. Garland; Charles M. Holley, Jr.; S. Omar Ishrak; Tyler Jacks; Ellen J. Kullman; Amy E. Miles; Ronald D. Sugar; and R. Sanders Williams; and Fred Hassan (who served as a director during part of 2021) was independent during 2021 under The NASDAQ Stock Market listing standards and the requirements of the SEC. Mr. Bradway is not independent based on his service as our CEO and President. Mr. Bradway is the only director who also serves in a management capacity. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director or any member of his or her immediate family, and us or any of our subsidiaries or affiliates based on information provided by the director, our records, and/or publicly available information.
All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the business transactions, donations, or grants involved an amount that (i) exceeded the greater of 5% of the recipient entity’s revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served as an employee, officer, partner, director, or controlling shareholder, or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which directors serve as professors or employees.
The following types and categories of transactions, relationships, and arrangements were considered by our Board in making its independence determinations:
Each of the independent directors (or their immediate family members) currently serves or has previously served within the last
three years as a professor, trustee, director, or member of a board, advisory board, council, or committee for one or more colleges, universities, or non-profit charitable organizations, including research or scientific institutions, to which the Amgen Foundation has made grants or matching donations under the Amgen matching gift program that is available to all of our employees and directors. |
Each of the independent directors (or their immediate family members) currently serves, or has previously served within the last three years, as a member of the board of directors, the board of trustees, or an advisory board for an entity with which Amgen has business transactions or to which Amgen or the Amgen Foundation makes donations or grants. These business transactions include, among other things, purchasing supplies, equipment and software licenses, payment of fees or memberships, and expenses relating to repair and maintenance, clinical trials, research and development and training, sponsorship of healthcare programs and conferences, financial advisory, investment management, investment advisory and consulting services, and reimbursement of business-related expenses incurred by our staff members (such as for transportation, gas, and food purchases).
Wanda M. Austin, Brian J. Druker, Tyler Jacks, and R. Sanders Williams currently serve as professors for universities to which Amgen has made payments for certain business transactions such as symposiums, conferences and exhibits, postdoctoral research programs, clinical trials, training and research and development, software licenses and maintenance, as well as for grants from the Amgen Foundation.
None of the directors, directly or indirectly, provides any professional or consulting services to us and none of the directors currently has or has had any direct or indirect material interest in any of the above transactions and arrangements. The Board determined that these transactions and arrangements did not warrant a determination that any of our directors were not independent.
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Governance Committee Processes and Procedures for Considering and Determining Director Compensation
The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation.
The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee has the authority to retain consultants to advise on director compensation matters, including in support of the Governance Committee’s periodic review of director compensation practices.
In 2020, the Governance Committee engaged Frederic W. Cook and Co., or FW Cook, to provide advice regarding director compensation.
FW Cook reported directly to the Governance Committee and attended the Governance Committee meeting to evaluate director compensation. No executive officer has any role in determining or recommending the form or amount of director compensation. |
| • | Based on the analysis provided by FW Cook, the Governance Committee determined to make changes to director compensation effective for 2021, the first increase since 2013, to align with market practice and attract and retain high-quality director candidates in a competitive global marketplace. For more information regarding director compensation, see “Director Compensation—2021 Director Compensation.” |
Current Members: Charles M. Holley, Jr.* (Chair) Wanda M. Austin Ellen J. Kullman* Amy E. Miles* *Audit Committee financial expert Others who served in 2021: Fred Hassan (until retirement at 2021 Annual Meeting) Number of Meetings Held in 2021: 10 Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC, including the requirements regarding financial literacy and sophistication. | Description and Key Responsibilities: • Oversees our accounting and financial reporting process and the audits of the financial statements, as required by NASDAQ. • Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements. • Has sole authority for the appointment, compensation, and oversight of the work of the independent registered public accountants. • Reviews and discusses, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases. • Approves related party transactions. • Reviews any violations or alleged violations of the Company’s Code of Ethics for the CEO and Senior Financial Officers. | |||||||
Audit Committee Oversight of the Independent Registered Public Accountants • Auditor Selection. Evaluates the qualifications and performance of our independent registered public accountants each year and appoints the independent registered public accountants annually. • Audit Partner Selection. Participates directly in the selection of the lead engagement partner through an interview process. • Audit Firm Evaluation. Considers the quality and efficiency of the services provided, the independent registered public accountants’ technical expertise and knowledge of our operations and industry. • Audit Services. Pre-approves services. | ||||||||
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Amgen’s Compliance Program is designed to promote ethical business conduct and compliance with applicable laws and regulations. The key objectives of our compliance program operations include:
Developing policies and procedures;
Providing ongoing compliance training and education;
Auditing and monitoring compliance risks;
Maintaining and promoting avenues for staff to raise concerns without fear of retaliation, including anonymously through a business conduct hotline;
Conducting investigations;
Responding appropriately to any compliance violations;
Taking appropriate steps to detect and prevent recurrence, including by implementing appropriate corrective and preventive actions; and
Promoting an ethical culture.
Our Chief Compliance Officer, who reports to the CEO and the Compliance Committee, oversees the ongoing operations of the compliance program.
| (1) | Beginning in 2022, oversight of those aspects of labor and employment activities (including diversity, inclusion and belonging), previously overseen by the Compliance Committee, moved to the Compensation Committee. |
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Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management
Amgen’s ESG strategy begins with our mission to serve patients and is supported by our long-standing focus on using resources responsibly to support the sustainability of our business and the global environment in which we and our patients live.
ESG Oversight and Governance
ESG at Amgen is governed at the highest levels and includes Board and committee oversight, executive-level leadership, and subject-matter experts who lead our ESG efforts across our business.
Board Oversight. The Board and its applicable committees provide guidance and oversight to management with respect to ESG matters. The Compliance Committee assists the Board in overseeing our activities in areas that include environmental sustainability, diversity, inclusion and belonging, and access to medicines. Beginning in 2022, oversight of diversity, inclusion and belonging shifted to the Compensation Committee, the committee that also provides oversight of our approach to human capital management. The Governance Committee oversees the Company’s corporate governance activities and Board membership. Additionally, management shares feedback received from our stockholders with the Board, including in connection with our governance-focused engagement program. For additional discussion, please see “Positive 2021 Say on Pay Vote Outcome and Compensation Design Changes in Response to 2021 Stockholder Input” in our Compensation Discussion and Analysis.
Management Leadership. A cross-functional, executive-level governance council sets our overall ESG strategy, provides guidance on program implementation, and oversees the continuing enhancement of our approach to ESG. This council, chaired by our Senior Vice President, Corporate Affairs, regularly evaluates current and emerging ESG-related risk topics that are relevant to our business, including those considered as part of our ERM program. For additional information, please see “The Board’s Role in Risk Oversight” previously discussed.
Our ESG framework currently includes four strategic pillars—Healthy People, Healthy Society, Healthy Planet, and A Healthy Amgen—that serve as organizing principles facilitating our ability to address the interconnectivity of issues in a more holistic way across our business.
Amgen’s ESG Framework
Program Implementation.Each pillar is supported by an initiative steering committee and, together with the oversight of our executive leadership, individual programmatic elements are managed at a business function level. Since 2021, to further integrate ESG across the organization, our Compensation Committee added an ESG goal to our Company performance goals for our annual cash incentive plan. For additional information, please see “Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance” in our Compensation Discussion and Analysis.
In addition to our history of strong corporate governance practices, examples of our ESG initiatives include our endeavors to strengthen science education and inspire the next generation of scientists, expand access to our medicines and support efforts to strengthen healthcare systems to better serve patients in need worldwide, and pursue a more environmentally sustainable business model. For additional information, please see “Board of Directors Corporate Governance Highlights” previously discussed.
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Environmental Sustainability
As a science-based company committed to advancing human health, Amgen recognizes the importance of climate change on human health around the world. We have a long-standing objective to conduct environmentally responsible operations and regularly set targets to challenge ourselves to deliver further improvements. Since 2007, we have successfully advanced our environmental sustainability program while substantially increasing our global production capacity and patient reach.
Building on the successful execution of our 2013-2020 conservation targets, we launched a new environmental sustainability plan in 2021 (our third since 2007) that includes a target of achieving carbon neutrality in our operations by 2027, while also aiming to further reduce our water use (by 40%) and waste disposed (by 75%).(1)
Our 2027 Environmental Sustainability Plan. To achieve our 2027 goals, we plan to harness our innovative capabilities to help combat climate change and preserve natural resources. We expect these efforts to help us become not just more environmentally sustainable but also more flexible and productive, resulting in reductions in operating costs from such efficiencies over the same period.
Our 2027 plan is designed to drive specific environmental sustainability projects across our operations, including continued investment in highly resource efficient biomanufacturing, smart and integrated facility design, use of on-site solar and other renewable energy sources, electric vehicle fleet conversion, treatment and reuse of water, the reduction and recycling of single-use plastics, and the reduction of consumables packaging. This plan also includes activities to further integrate the potential risks and opportunities from climate change into our existing processes for strategic planning, analysis, and risk management.
The Road to Net Zero. To help achieve our goal of carbon neutrality by 2027(1), Amgen is focusing on the use of innovative technologies and efficiency projects to reduce carbon emissions from our owned and operated facilities, in addition to sourcing renewable energy. Where renewable sources are not available, we expect to prioritize offsetting based on the quality of the credit or offset.
Sustainability by Design. Amgen helped to invent the processes and tools that created the global biotech industry. As we continue to grow
and innovate, we are pioneering advanced technologies and implementing more environmentally responsible approaches throughout the Company to increase operational efficiency and reduce our environmental footprint.
Our next-generation biomanufacturing facility in Singapore, which began commercial production in 2017, is an example of our innovative capability at work. This redesign of our approach to biomanufacturing dramatically reduces the scale and costs of making biologic medicines, and vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines.
The success of our facility in Singapore, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in the U.S. in Rhode Island. This facility was licensed by the U.S. Food and Drug Administration in January 2022 and will support product volume growth, while delivering environmental and operating efficiencies.
We continue to apply innovation to our facilities with multiple ongoing projects, including in connection with the expansion of our U.S. plants. In 2021, we commenced construction on two new facilities (a final product assembly and packaging plant in Ohio and a multi-product drug substance facility in North Carolina). These facilities are expected to support our ability to meet the demand for our medicines, utilize cutting-edge technologies to be more efficient and environmentally friendly than traditional plants, and bring hundreds of full-time jobs to the regions while expanding our access to diverse talent.
| (1) | Carbon neutrality goal refers to Scope 1 and 2. Reductions take into account only verified reduction projections, do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |
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Sustainable Value Chain. Our footprint and focus on sustainability extend beyond our own employees and facilities. Amgen’s 2027 environmental sustainability plan includes engaging with our suppliers and contactors to evaluate the carbon impact throughout our value chain and identify reduction opportunities.
ESG Reporting.Informed by insights from our investors, we enhanced our ESG reporting in 2021 by expanding our latest Environmental, Social, and Governance Report by mapping our reporting to the Sustainability Accounting Standards Board (SASB) standards for our industry, disclosing our annual Consolidated EEO-1 Report, and providing additional metrics on the diversity of our workforce.
Since 2010, Amgen has reported to CDP (formally the Carbon Disclosure Project). Over time, CDP’s disclosure platform for climate change has evolved to contain over 25 questions (within its governance, risks and opportunities, strategy, targets and emissions modules) that are aligned with the recommendations of the Task Force on Climate-related Financial Disclosures, or TCFD; this platform is now nearly in full alignment with the TCFD. We continue to report to the CDP as completely as possible and, in 2022, we are undertaking a TCFD-aligned scenario analysis to improve our understanding of the physical and transitional effects of climate change as well as inform our future reporting.
United Nations Global Compact. We are a signatory to the United Nations Global Compact, a voluntary initiative based on commitments to implement universal sustainability principles and take steps to support the United Nations Sustainable Development Goals.
Social Responsibility
Improving Patient Access to Medicines. Through patient assistance programs, expanded access to investigational therapies, donations, and other initiatives, Amgen has developed support programs for eligible patients around the world as they seek to obtain the medicines they need.
Amgen Safety Net Foundation (ASNF), a separate legal entity entirely funded by Amgen, supports qualifying patients in the U.S. who might go without important medicines because of financial limitations, by providing our medicines at no cost. In 2021, the commercial value of Amgen’s medicines provided at no cost to uninsured or underinsured patients by ASNF was over $2 billion.(1)
Since 2018, Amgen has also donated approximately $140 million worth of Amgen cancer treatment and supportive care medicines(1) for distribution to patients in more than 30 developing countries through Direct Relief, a leading non-governmental organization.
We continue to offer and implement value-based contracts in an effort to help improve patient access to medicines and offer stakeholders greater budget predictability.
Advancing Health Equity. As part of our mission to serve patients, we are working to improve the diversity and representation of racial and ethnic minority populations in clinical trial research at Amgen and to advance solutions and increase dialogue regarding this area across the industry.
We recognize the importance of a patient-centric approach to clinical research and our Representation in Clinical Research (RISE) team is working with groups within Amgen and outside of the business towards exceeding industry standards for clinical trial diversity and representation and helping Amgen develop new medicines studied in participants who better reflect the populations affected by certain diseases or conditions. We also continue building relationships with leaders and organizations in diverse communities to help address healthcare disparities, improve disease state awareness, and increase dialogue in this area.
Supplier Diversity and Responsible Sourcing. We aspire to double our supplier diversity spend, and triple our Black-owned business spend, in the U.S. by 2023.(2) Our supplier diversity program is designed to achieveidentify, develop, and utilize small, disadvantaged, veteran, LGBTQ, minority, disabled, and women-owned business enterprises, as well as companies located in historically underutilized business zones, in our procurement of goods and services. Our efforts include mentoring and development opportunities to further strengthen the following objectives:leadership capabilities of these diverse suppliers and contactors.
All staff members are guided by the Amgen Values and global Code of Conduct and, similarly, we request our suppliers to conduct their businesses in alignment with our mission and values. Our supplier sustainability program focuses not only on quality, cost, and reliability but also on a wide range of sustainability and social responsibility considerations, such as business ethics, labor and human rights, and environmental impacts.
Science Education. The Amgen Foundation seeks to advance excellence in science education to inspire the next generation of innovators and invest in strengthening communities where our staff members live and work.
Since its inception over 30 years ago, the Amgen Foundation has contributed more than $375 million to non-profit organizations around the world that reflect our core values and complement Amgen’s dedication to impacting lives in inspiring and innovative ways.
Pay for performanceLabXchange, developed at Harvard University with the financial support of the Amgen Foundation, is a free online science education platform that provides students around the world with access to personalized instruction, virtual lab experiences, and networking opportunities across the global scientific community. In 2021, with the Amgen Foundation’s support, LabXchange launched a digital curriculum focused on examining racial inequity in a manner that strongly aligns with stockholder interests by rewarding both our short-healthcare, education, and long-term measurable performance.
Drive our business strategy by positioning our staff to execute on our strategic prioritiesSTEM fields in the near- and longer-term.U.S.
Attract, motivate,The Amgen Foundation is the exclusive biology content partner of Khan Academy, a leading online learning platform, and retain the highest level of talent by providing competitive compensation, consistent with their roles and responsibilities, our success, and their contributions to this success.
Mitigate compensation riskby maintaining pay practices that reward actions and outcomes consistent with the sound operation of our Company and with the creation of long-term stockholder value.
Consider all Amgen staff members in the design of our executive compensation programs, to ensure a consistent approach that encourages and rewards all staff members who contribute to our success.approximately
| (1) | Valued at wholesale acquisition cost. |
| (2) | Measured against a 2019 baseline. |
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15 million users accessed Khan Academy’s free biology lessons in 2021. Through an expanded, multi-year partnership with the Amgen Foundation in support of science learning and education equity, Khan Academy is creating a comprehensive offering of biology resources for students and teachers worldwide and expanding its partnerships with school districts facing budget shortfalls. |
Additionally, the Amgen Foundation continued to expand the Amgen Biotech Experience (ABE), an innovative science education program that empowers high school teachers to bring biotechnology education into their classrooms. In 2021, the second cohort of the ABE Master Teacher Fellowship was announced with twelve fellows from around the globe who each receive a stipend and targeted support to develop a curriculum project to be shared with the ABE international community.
The Amgen Scholars Program makes it possible for undergraduates around the globe to engage in cutting-edge research experiences in leading graduate laboratories and learn more about biotechnology and drug discovery.
Our Community. In 2021, The Amgen Foundation provided grants totaling $3 million to more than 30 U.S.-based nonprofits in support of racial and social justice initiatives, economic empowerment, and equal opportunity in education.
Amgen and the Amgen Foundation have been engaged with our community during the pandemic. For additional information, please see “Responding to COVID-19” previously discussed.
The Amgen Foundation also provides programs and resources to empower individual Amgen staff in their charitable activities in our community, including through a matching gift program and by providing service grants to non-profit organizations where staff members regularly volunteer.
We Have Implemented Compensation Best Practices
What we do
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| ✓ | Long-term performance-based equity awards (80% of total target |
| ✓ | A substantial majority of NEO compensation is performance-based and at-risk |
| ✓ | Recoupment provisions for misconduct that causes serious financial or reputational damage include forfeiture and cancellation of unvested or unexercised(1) equity awards and annual cash incentive awards being deemed not earned in full or part |
| ✓ | Clawback policy tied to financial restatement and misconduct that permits recapture of past cash or long-term incentive equity award payouts |
| ✓ | Robust stock ownership (6x for Chief Executive Officer) and retention guidelines |
| ✓ | Minimum vesting periods of one year, with most equity grants vesting over four years (with no vesting in the first year and vesting in three approximately equal installments thereafter) |
| ✓ | We use market median values as the reference point for each element of compensation at all job levels, including our NEOs |
| ✓ | Independent compensation consultant |
| ✓ | Amgen Values overlay our performance goals |
What we don’t do
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| No alterations to our established goals to respond to changing business conditions (for example, we have not made any changes to established goals in response to the occurrence or challenges of the pandemic) | |
× | No hedging or pledging | |
| Nore-pricing or backdating | |
| No taxgross-ups (except in connection with relocation) | |
| No single-trigger for stock options and restricted stock units in the event of a change of control | |
| No excessive perks | |
| No employment agreements | |
| No dividends paid on unvested equity | |
| No defined benefit pension or supplemental executive retirement plan (SERP) benefits | |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
| (1) | Forfeiture and cancellation applies to any unvested or unexercised portion of any stock options granted after December 31, 2020. |
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Proxy Statement Summary |
Item 3: Ratification of Selection of Independent Registered Public Accountants (Page 94)
Each year, the Audit Committee evaluates the qualifications and performance of the Company’s independent registered public accountants and determines whether to re-engage the current independent registered public accountants.
Based on this evaluation, the Audit Committee believes that the continued retention of Ernst & Young LLP, or EY, is in the best interests of the Company and its stockholders.
The Audit Committee of the Board has selected EY as our independent registered public accountants for the fiscal year ending December 31, 2022.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. |
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Item 1 — Election of Directors |
Election of Directors
Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. The Board has fixed the authorized number of directors at 12 and we currently have 12 directors serving on our Board. Our Board is composed of directors with a wide range of relevant experiences and backgrounds and considers a number of attributes when seeking new candidates for the Board as discussed more fully below and in the section “Corporate Governance—Process for Selecting Directors, Director Qualifications, and Board Diversity.” Based upon the recommendation of our Governance and Nominating Committee, or Governance Committee, the Board has nominated each of the director nominees set forth below to stand for election as a director, in each case for a one-year term expiring at our 2023 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death.
Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if
any nominee should become unavailable for election prior to the 2022 Annual Meeting of Stockholders, or Annual Meeting, proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even if less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death.
The independent members of the Board have elected Robert A. Eckert to continue to serve as our lead independent director, subject to his re-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”
Nominees to the Board
Nominee | Independent | Age | | Director Since |
| Audit | | Governance and Nominating |
| Executive |
|
Compensation and Management Development |
| | Equity Award |
| | Corporate Responsibility and Compliance |
| |||||||||||||||||||
Wanda M. Austin |
| ✓ |
|
| 67 |
|
| 2017 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Robert A. Bradway |
| 59 |
|
| 2011 |
|
| C |
|
| M |
| ||||||||||||||||||||||||||
Brian J. Druker |
| ✓ |
|
| 66 |
|
| 2018 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Robert A. Eckert* |
| ✓ |
|
| 67 |
|
| 2012 |
|
| M |
|
| M |
|
| C |
| ||||||||||||||||||||
Greg C. Garland |
| ✓ |
|
| 64 |
|
| 2013 |
|
| C |
|
| M |
|
| M |
| ||||||||||||||||||||
Charles M. Holley, Jr. |
| ✓ |
|
| 65 |
|
| 2017 |
|
| C |
|
| M |
|
| M |
| ||||||||||||||||||||
S. Omar Ishrak |
| ✓ |
|
| 66 |
|
| 2021 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Tyler Jacks |
| ✓ |
|
| 61 |
|
| 2012 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Ellen J. Kullman |
| ✓ |
|
| 66 |
|
| 2016 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Amy E. Miles |
| ✓ |
|
| 55 |
|
| 2020 |
|
| M |
|
| M |
| |||||||||||||||||||||||
Ronald D. Sugar |
| ✓ |
|
| 73 |
|
| 2010 |
|
| M |
|
| M |
|
| C |
| ||||||||||||||||||||
R. Sanders Williams |
| ✓ |
|
| 73 |
|
| 2014 |
|
| M |
|
| M |
| |||||||||||||||||||||||
| “*” | indicates Lead Independent Director. |
| “C” | indicates Chair of the committee. |
| “M” | indicates member of the committee. |
8 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Summary of Director Nominee Core Experiences and Skills
Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our directors have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research in the areas of oncology and cardiology and experience leading important academic institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography.
Experience/Skills Austin Bradway Druker Eckert Garland Holley Ishrak Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International
The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director has a particular strength in that area.
ï 2022 Proxy Statement9
Item 1 — Election of Directors |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.
Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our directors meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement as Appendix A. There are no family relationships among any of our directors or among any of our directors and our executive officers.
Wanda M. Austin
Director since: 2017 Age:67 Committees: • Audit • Compensation and Management Development Other Public Company Boards: • Chevron Corporation • Virgin Galactic Holdings, Inc. | Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004. Dr. Austin was the Interim President of the University of Southern California, or USC, from 2018 to 2019 and has served as an Adjunct Research Professor at USC’s Viterbi School of Engineering since 2007. She is the co-founder of MakingSpace, Inc., where she serves as a motivational speaker on STEM education. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016, serving on its Management Compensation Committee and chairing its Board Nominating and Governance Committee. Dr. Austin has been a director of Virgin Galactic Holdings, Inc., a commercial space flight company, since 2019 and is a member of its Safety Committee, and Chair of its Compensation Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to March 2021, and previously served on the boards of directors of the National Geographic Society and the Space Foundation. Dr. Austin received an undergraduate degree from Franklin & Marshall College, a master’s degree from the University of Pittsburgh, and a doctorate from USC. She is a member of the National Academy of Engineering. Qualifications The Board concluded that Dr. Austin should serve on the Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her public board experience. |
Robert A. Bradway
Director since:2011 Age:59 Committees: • Equity Award • Executive (Chair) Other Public Company Boards: • The Boeing Company | Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm’s banking department and corporate finance activities in Europe. Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes, defense, space and securities systems, since 2016, serving as the Chair of the Finance Committee and a member of the Governance and Public Policy Committee. From 2011 to 2017, Mr. Bradway was a director of Norfolk Southern Corporation, a transportation company. He has served on the board of trustees of the University of Southern California since 2014. Mr. Bradway holds a bachelor’s degree in biology from Amherst College and a master’s degree in business administration from Harvard Business School. Qualifications The Board concluded that Mr. Bradway should serve on the Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer. |
10 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Brian J. Druker
Director since:2018 Age:66 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Vincerx Pharma, Inc. | Brian J. Druker joined Oregon Health & Science University, or OHSU, in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker has served as the director of the OHSU Knight Cancer Institute since 2007, associate dean for oncology of the OHSU School of Medicine since 2010, and the JELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to 2019. Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has served on the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker has been a consultant to Grail, Inc., a biotechnology company, since 2021, and served on its scientific advisory board, from 2016 to 2019. In 2011, he founded Blueprint Medicines Corporation, a biopharmaceutical company, and remains as a scientific advisor to this company. In 2006, he founded MolecularMD, a privately-held molecular diagnostics company that was acquired by ICON plc in 2019. Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec®) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his medical doctorate from the University of California, San Diego. |
Qualifications
The Board concluded that Dr. Druker should serve on the Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients.
Robert A. Eckert Lead Independent Director
Director since:2012 Age:67 Committees: • Compensation and Management Development (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Levi Strauss & Co. • McDonald’s Corporation • Uber Technologies, Inc. | Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacture and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992. Mr. Eckert has been a director of McDonald’s Corporation, a company that franchises and operates McDonald’s restaurants in the global restaurant industry, since 2003, serving as the Chair of the Public Policy and Strategy Committee and a member of the Executive and Governance Committees. Mr. Eckert also has served as a director of Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010, serving as Chair of the Nominating, Governance and Corporate Citizenship Committee and a member of the Compensation Committee and, since March 2021, as non-executive Chair of the board. In 2020, Mr. Eckert was appointed a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, serving as Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Eckert was a director of Smart & Final Stores, Inc., a warehouse store, from 2013 until 2014 prior to it becoming a publicly-traded company. He was appointed director of Eyemart Express Holdings LLC, a privately-held eyewear retailer and portfolio company of FFL Partners, LLC, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg School of Management at Northwestern University and serves on the Eller College National Board of Advisors at the University of Arizona. Mr. Eckert received an undergraduate degree from the University of Arizona and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. |
Qualifications
The Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured experience as a chief executive officer and director of large public companies, his broad international experience in marketing and business development, and his valuable leadership experience.
ï 2022 Proxy Statement11
Item 1 — Election of Directors |
Greg C. Garland
Director since:2013 Age:64 Committees: • Compensation and Management Development • Executive • Governance and Nominating (Chair) Other Public Company Boards: • Phillips 66(1) | Greg C. Garland is the Chairman and Chief Executive Officer of Phillips 66, a diversified energy manufacturing and logistics company created through the repositioning of ConocoPhillips, having held this position since 2012. Mr. Garland chairs the Executive Committee of Phillips 66.(1) Prior to Phillips 66, Mr. Garland served as Senior Vice President, Exploration and Production, Americas of ConocoPhillips from 2010 to 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President, Planning and Specialty Chemicals from 2000 to 2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. Mr. Garland received an undergraduate degree from Texas A&M University. Qualifications The Board concluded that Mr. Garland should serve on our Board because of Mr. Garland’s experience as a chief executive officer and his over 30 years of international experience in a highly regulated industry. |
| (1) | Mr. Garland served as Chairman and Chief Executive Officer of Phillips 66 Partners LP, a master limited partnership and subsidiary of Phillips 66 without any employees, until its full acquisition in March 2022 by Phillips 66. |
Charles M. Holley, Jr.
Director since:2017 Age:65 Committees: • Audit (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Carrier Global Corporation • Phillips 66 Audit Committee financial expert | Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President. Prior to that, Mr. Holley was Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles in Wal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately-held provider of audit, consulting, tax, and advisory services, from 2016 to 2019. Mr. Holley has been a director of Phillips 66 since 2019 and serves on the Audit and Finance, and Public Policy and Sustainability Committees. Mr. Holley has also been a director of Carrier Global Corporation, a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, and security solutions, since 2020 and chairs the Audit Committee and serves as a member of the Compensation Committee. Mr. Holley serves on the Advisory Council for the McCombs School of Business at the University of Texas at Austin and the University of Texas Presidents’ Development Board. Qualifications The Board concluded that Mr. Holley should serve on the Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board. |
12 ï 2022 Proxy Statement
Item 1 — Election of Directors |
S. Omar Ishrak
Director since:2021 Age:66 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Intel Corporation • Compute Health Acquisition Corporation | S. Omar Ishrak has served as a director of the Company since July 2021. Dr. Ishrak was first identified to the Governance and Nominating Committee as a potential director candidate by the Chairman and certain non-employee members of the Board, including our lead independent director. He is the former Executive Chairman and Chairman of the Board of Directors of Medtronic plc, or Medtronic, a global medical technology company. Dr. Ishrak served as the Chief Executive Officer of Medtronic from 2011 to April 2020 and was Executive Chairman until December 2020. Prior to joining Medtronic, he served as President and Chief Executive Officer of GE Healthcare Systems, a provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Dr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Dr. Ishrak has been a director of Intel Corporation, a multinational corporation and technology company, since 2017 and Chairman of its Board since 2020, serving as a member of the Compensation Committee and Corporate Governance and Nominating Committee. He has served as Chairman of the Board of Directors of Compute Health Acquisition Corporation, a special purpose acquisition company, since 2021. Dr. Ishrak is a member of the Board of Trustees of the Asia Society, an educational organization dedicated to promoting mutual understanding and strong partnerships between Asia and the U.S. Since 2021, Dr. Ishrak has been a senior advisor to Blackstone Life Sciences, a segment of Blackstone Inc. that invests in the biopharmaceutical and medical technology industries. Dr. Ishrak was inducted into the American Institute for Medical and Biological Engineering College of Fellows in 2016, elected as a Fellow of King’s College London in 2017, inducted into the Bakken Society in 2020, and elected to the National Academy of Engineering in 2020. Dr. Ishrak received his undergraduate degree and doctorate from the University of London, King’s College. |
Qualifications
The Board concluded that Dr. Ishrak should serve on our Board based on Dr. Ishrak’s board and senior executive-level expertise, including his experience as chief executive officer of a global, highly regulated public company in the healthcare industry, his extensive background in medical technologies, manufacturing, international expertise and interest in Asia, and his management and leadership skills.
ï 2022 Proxy Statement13
Item 1 — Election of Directors |
Tyler Jacks
Director since:2012 Age:61 Committees: • Compensation and Management Development • Corporate Responsibility and Compliance Other Public Company Boards: • Thermo Fisher Scientific, Inc. | Tyler Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology, a position he has held since 2007, and founding director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer, having served as director from 2007 to 2021. Since 2021, Dr. Jacks has served as President and director of Break Through Cancer, a foundation bringing together multidisciplinary cancer research teams selected from across five participating institutions.(1) Dr. Jacks was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 1994 until 2021. Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since 2009, serving as the Chair of its Science and Technology Committee and as a member of its Strategy and Finance Committee and its scientific advisory board. In 2006, he co-founded T2 Biosystems, Inc., a biotechnology company, and served on its scientific advisory board until 2013. Dr. Jacks has served on the scientific advisory board of SQZ Biotechnologies Company, a biotechnology company, since 2015. Dr. Jacks served on the scientific advisory board of Aveo Pharmaceuticals Inc., a biopharmaceutical company, from 2001 until 2013. In 2015, Dr. Jacks founded Dragonfly Therapeutics, Inc., a privately-held biopharmaceutical company, and serves as Chair of its scientific advisory board. In 2011, he was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, and served as Chair until 2016. In 2016, Dr. Jacks was named to a blue ribbon panel of scientists and advisors established as a working group of the National Cancer Advisory Board and served as co-Chair advising the Cancer MoonshotSM Task Force. Dr. Jacks was a director of MIT’s Center for Cancer Research from 2001 to 2007 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the National Academy of Medicine in 2009 and received the MIT Killian Faculty Achievement Award in 2015. Dr. Jacks received an undergraduate degree from Harvard University and his doctorate from the University of California, San Francisco. |
Qualifications
The Board concluded that Dr. Jacks should serve on the Board based on his extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher, pioneering uses of technology to study cancer-associated genes, and service on several scientific advisory boards and service to the National Cancer Advisory Board.
| (1) | Dana-Farber Cancer Institute, the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, The University of Texas MD Anderson Cancer Center, Memorial Sloan Kettering Cancer Center, and the Koch Institute for Integrative Cancer Research at MIT. |
14 ï 2022 Proxy Statement
Item 1 — Election of Directors |
Ellen J. Kullman
Director since: 2016 Age:66 Committees: • Audit • Governance and Nominating Other Public Company Boards: • Dell Technologies Inc. • Goldman Sachs Group, Inc. Audit Committee financial expert | Ellen J. Kullman is President and Chief Executive Officer of Carbon, Inc., or Carbon, a privately-held 3D printing company, having held this position since 2019, and has served as a director of Carbon since 2016. She is the former President, Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company, or DuPont, a science and technology-based company, where she served from 2009 to 2015. Prior to this, Ms. Kullman served as President of DuPont from 2008 to 2009. From 2006 through 2008, she served as Executive Vice President of DuPont. Prior to that, Ms. Kullman was Group Vice President, DuPont Safety and Protection. Ms. Kullman has been a director of Goldman Sachs Group, Inc., an investment banking firm, since 2016, serving on its Compensation and Corporate Governance and Nominating Committees and chairing its Public Responsibilities Committee. Ms. Kullman has been a director of Dell Technologies Inc., a technology company, since 2016, serving on its Audit Committee. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 (and as lead director from 2018), serving on its Compensation, Finance and Executive Committees, until its merger with Raytheon Company in 2020. Ms. Kullman served as a director of General Motors, from 2004 to 2008, serving on its Audit Committee. Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and is a Trustee Emerita of Tufts University School of Engineering, having served on its Board of Advisors since 2006. She served as Chair of the US-China Business Council from 2013 to 2015. Since 2016, Ms. Kullman has been a member of the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Ms. Kullman received a bachelor of science in mechanical engineering degree from Tufts University and a master’s degree from the Kellogg School of Management at Northwestern University. |
Qualifications
The Board concluded that Ms. Kullman should serve on the Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. Given her leadership and financial experience, Ms. Kullman has been determined to be an Audit Committee financial expert by our Board.
Amy E. Miles
Director since: 2020 Age:55 Committees: • Audit • Governance and Nominating Other Public Company Boards: • Gap Inc. • Norfolk Southern Corporation Audit Committee financial expert | Amy E. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc., or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP. Ms. Miles has been a director of Norfolk Southern Corporation, a transportation company, since 2014, and serves on the Executive Committee, the Governance and Nominating Committee, and chairs the Audit Committee, and, beginning in May 2022, will serve as non-executive Chair of the board and cease serving as Chair of the Audit Committee, but will remain a member of the Audit Committee. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016. Ms. Miles has been a director of ASM Global, a privately-held entertainment and venue management company, since 2019. Ms. Miles serves on the boards of trustees of the University of Tennessee and the Boys and Girls Club of Eastern Tennessee. |
Qualifications
The Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience. Given her leadership and financial experience, Ms. Miles has been determined to be an Audit Committee financial expert by our Board.
ï 2022 Proxy Statement15
Item 1 — Election of Directors |
Ronald D. Sugar
Director since:2010 Age:73 Committees: • Corporate Responsibility and Compliance (Chair) • Executive • Governance and Nominating Other Public Company Boards: • Apple Inc. • Chevron Corporation • Uber Technologies, Inc. | Ronald D. Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, having held these posts from 2003 through 2009. Dr. Sugar has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2005, serving as the lead director and on the Management Compensation Committee and the Board Nominating and Governance Committee. Dr. Sugar has been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers, mobile communication and media devices, since 2010, chairing the Audit and Finance Committee. Dr. Sugar has been a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2018, serving as the Chair of the board of directors and chairing the Nominating and Governance Committee and serving on the Compensation Committee. Dr. Sugar served as a director of Air Lease Corporation, an aircraft leasing company, from 2010 to 2020, and chaired its Compensation Committee and served on the Nominating and Corporate Governance Committee. Since 2010, he has been a senior advisor to Ares Management LLC, a privately-held asset manager and registered investment advisor. In 2014, Dr. Sugar joined the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Dr. Sugar is a member of the National Academy of Engineering, trustee of the University of Southern California, member of the UCLA Anderson School of Management Board of Advisors, and director of the Los Angeles Philharmonic Association. Qualifications The Board concluded that Dr. Sugar should serve on our Board because of Dr. Sugar’s board and senior executive-level expertise, including his experience as chief executive officer and board chair of a large, highly regulated, public company and his insight in the areas of operations, government affairs, science, technology and finance. |
R. Sanders Williams
Director since:2014 Age:73 Committees: • Corporate Responsibility and Compliance • Governance and Nominating Other Public Company Boards: • Laboratory Corporation of America Holdings • Tenaya Therapeutics, Inc. | R. Sanders Williams is the President Emeritus of Gladstone Institutes, a non-profit biomedical research enterprise, having served in this position since 2018, and was the Chief Executive Officer of the Gladstone Foundation, a not-for-profit organization supporting the Gladstone Institutes during 2018. Dr. Williams has served as Professor of Medicine at Duke University since 2018 and, from February 2021 to January 2022, acted as Interim Vice President for Research and Innovation. He has been a Professor of Medicine at the University of California, San Francisco since 2010. Dr. Williams was both President of Gladstone Institutes and its Robert W. and Linda L. Mahley Distinguished Professor of Medicine, from 2010 to 2017. Prior to this, Dr. Williams served as Senior Vice Chancellor of the Duke University School of Medicine from 2008 to 2010 and Dean of the Duke University School of Medicine from 2001 to 2008. He was the founding Dean of the Duke-NUS Graduate Medical School, Singapore, from 2003 to 2008 and served on its Governing Board from 2003 to 2010. From 1990 to 2001, Dr. Williams was Chief of Cardiology and Director of the Ryburn Center for Molecular Cardiology at the University of Texas, Southwestern Medical Center. Dr. Williams has been a director of the Laboratory Corporation of America Holdings, a diagnostic technologies company, since 2007, serving on the Audit Committee and chairing the Quality and Compliance Committee. Since 2016, Dr. Williams also has served as a director of Tenaya Therapeutics, Inc., a biotechnology company, chairing the Compensation Committee. Tenaya Therapeutics, Inc. was a privately-held company until July 2021 when it became publicly traded. Dr. Williams was a director of Bristol-Myers Squibb Company, a pharmaceutical company, from 2006 until 2013. Dr. Williams has served on the board of directors of the Gladstone Foundation, a non-profit institution that is distinct from Gladstone Institutes, since 2012. Dr. Williams was elected to the National Academy of Medicine in 2002. Dr. Williams received his undergraduate degree from Princeton University and his medical doctorate from Duke University. |
Qualifications
The Board concluded that Dr. Williams should serve on the Board because of his broad medical and scientific background, including his leadership roles in domestic and academic science settings, his deep experience in cardiology, oversight of governance of multi-hospital healthcare provider systems, leadership and development of international medical programs in Asia, and prior industry board experience.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE 12 NAMED NOMINEES.
16 ï 2022 Proxy Statement
Corporate Governance |
Board of Directors Corporate Governance Highlights
Our Board of Directors, or Board, is governed by our Amgen Board of Directors Corporate Governance Principles which are amended from time to time to incorporate certain current best practices in corporate governance. Our Corporate Governance Principles may be found on our website at www.amgen.com(1) and are available in print upon written request to the Company’s Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. The Board’s corporate governance practices and stockholder rights include the following:
Board Governance Practices
| • | Lead Independent Director. The independent members of the Board elect a lead independent director on an annual basis. The lead independent director has robust responsibilities and authorities as discussed below. Robert A. Eckert currently serves as our lead independent director. |
| • | Regular Executive Sessions of Independent Directors. Our independent directors meet privately on a regular basis. Our lead independent director presides at such meetings. |
| • | Board Access to Management. We afford our directors ready access to our management. Key members of management attend Board and committee meetings to present information concerning various aspects of the Company, its operations, and results, and have regular meetings in executive sessions with the Board and committees. |
| • | Board Authority to Retain Outside Advisors. Our Board and its committees have the authority to retain independent advisors and counsel. The Audit Committee has the sole authority to appoint, compensate, retain, and oversee the independent registered public accountants. The Compensation and Management Development Committee, or Compensation Committee, has the sole authority to appoint, compensate, retain, and oversee compensation advisors for senior management compensation review. The Governance and Nominating Committee, or Governance Committee, has the sole authority to appoint, retain, and replace search firms to identify director candidates and compensation advisors for our directors’ compensation review. |
| • | Independent Board Members on Key Standing Committees. The Board has four key standing committees: the Governance Committee; Audit Committee; Corporate Responsibility and Compliance Committee, or Compliance Committee; and Compensation Committee. Each member on key standing committees has been determined by the Board to be independent |
under The NASDAQ Stock Market listing standards and the requirements of the Securities and Exchange Commission, or SEC. |
| • | Regular Board and Committee Evaluations. The Board and the Audit, Compensation, Compliance, and Governance Committees each conduct an annual evaluation process. We provide more information regarding the Board and committee evaluations on page 27. |
| • | Management Succession Oversight. Our Board oversees Chief Executive Officer, or CEO, and senior management succession planning. Directors engage with potential CEO, executive, and senior management successors at Board and committee meetings. All independent members of the Board are invited to attend the Compensation Committee session on succession. Our Board also establishes steps to address succession to respond to unexpected vacancies in the event of an emergency. |
| • | Solicitation of Stockholder Perspectives. The Board believes that engagement with stockholders is a source of valuable information and perspectives on the Company. The Board has requested that management solicit input from investors on behalf of the Board and the lead independent director has also met directly with stockholders when appropriate. We provide more information regarding our stockholder engagement program on pages 31 and 51. |
| • | Majority Approval Required for Director Elections. If an incumbent director up for re-election at a meeting of stockholders fails to receive a majority of the votes cast in favor for his or her election in an uncontested election, the Board will adhere to the director resignation policy as provided in our Amended and Restated Bylaws of Amgen Inc., or Bylaws. |
| • | Director Limitation on Number of Boards. A director who is currently serving as our CEO should not serve on more than two outside public company boards. No director should serve on more than five outside public company boards. As part of its nominating process, the Governance Committee conducts an annual review of director commitment levels and shares its findings with the Board. |
| • | ContinuousBoard Refreshment. We have added seven new members to our Board since 2015 and our average Board tenure is approximately 6 years. |
| • | Director Retirement Age. The Board has established a retirement age of 75. A director is expected to retire from the Board on the day of the annual meeting of stockholders following his or her 75th birthday. |
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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| • | Director Changes in Circumstances Actively Evaluated. If a director has a significant change in principal business or professional affiliation or responsibility, including a change in principal occupation, he or she shall offer his or her resignation to the Chair of the Governance Committee. The Governance Committee then determines whether to accept the resignation based on what it believes to be in the best interests of the Company and our stockholders. Directors notify the Chair of the Governance Committee prior to accepting an invitation to serve on a public or private company board to permit the Governance Committee to evaluate the relationship for a potential conflict of interest and to confirm that the director continues to have time available to perform his or her duties. |
| • | Director Outside Relationships Require Pre-Approval. Without the prior approval of disinterested members of the Board, directors should not enter into any transaction or relationship with the Company in which they will have a financial or a personal interest or any transaction that otherwise involves a conflict of interest. |
| • | Active Management of Director Conflicts of Interest. If an actual or potential conflict of interest arises for a director or a situation arises giving the appearance of an actual or potential conflict, the director must promptly inform the Chairman of the Board or the Chair of the Governance Committee. All directors are expected to recuse themselves from any discussion or decision found to affect their personal, business, or professional interests. |
Stockholder Rights
| • | Single Class of Shares. We have a single class of shares with equal voting rights. One share equals one vote. |
| • | Proxy Access. Our Bylaws permit proxy access for director nominations. Eligible stockholders with an ownership threshold of 3% who have held their shares for at least 3 years and who otherwise meet the requirements set forth in our Bylaws may have their nominees up to the number of directors constituting the greater of 20% of the total number of directors or two nominees of our Board included in our proxy materials. Up to 20 eligible stockholders may group together to reach the 3% ownership threshold. In the course of designing our proxy access provisions, we carefully considered each element in the interest of our stockholders as a whole, including that the number of stockholders who may group together (20) would afford those stockholders likely to utilize proxy access with the opportunity to do so. |
| • | Action by Written Consent. Our Amgen Inc. Restated Certificate of Incorporation permits stockholders to act by written consent in lieu of a meeting upon the request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements of our Certificate of Incorporation. |
| • | Special Meetings. Our Bylaws permit stockholders to request that the Company call a special meeting upon the written request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements set forth in our Bylaws. |
| • | No Supermajority Vote Provisions. We have a simple majority voting standard to amend our Certificate of Incorporation and Bylaws. |
| • | No Poison Pill. We do not have a shareholder rights plan, or poison pill. |
Our current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals.
Annual Evaluation of Leadership Structure and Annual Election of Lead Independent Director. The Board evaluates, considers, and discusses the leadership structure annually. As part of this annual evaluation process, the Board reviews its leadership structure, including whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board also considers:
The effectiveness of the policies, practices, and people in place at the Company to help ensure strong, independent Board oversight;
The Company’s performance and the effect the leadership structure could have on its performance;
The Board’s performance and the effect the leadership structure could have on the Board’s performance;
The Chairman’s performance in the role;
The lead independent director’s performance in the role;
The views of the Company’s stockholders; and
The practices at other companies and trends in governance.
In the circumstance that the Board determines that it remains in the best interests of the Company and its stockholders that the CEO serve as Chairman, the independent members of the Board then elects a lead independent director from the independent members of the Board. The last review was completed in March 2022, and as a result of such review, the Board has determined that it continues to be in the best interests of the Company and our stockholders to have Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, CEO, and President, and Mr. Eckert serves as the lead independent director.
Overview of Lead Independent Director Responsibilities. The responsibilities of the lead independent director are well-defined. The lead independent director engages in regular communication with the independent directors, including in independent directors sessions. The lead independent director keeps Mr. Bradway apprised of any concerns, issues, or determinations made during the independent sessions, and consults with Mr. Bradway on other matters pertinent to the Company and the Board.
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Lead Independent Director Responsibilities The lead independent director’s responsibilities outlined in our Corporate Governance Principles include: • Approving meeting agendas for the Board; • Assuring that there is sufficient time for discussion of all meeting agenda items; • Previewing the information to be provided to the Board; • Having the authority to call meetings of the independent directors; • Organizing and leading the Board’s evaluation of the CEO; • Serving as a liaison between the Chairman and the independent directors; • Leading the Board’s annual self-evaluation; • Ensuring that he/she is available for consultation and direct communication, if requested by major stockholders; and • Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. |
In addition to the responsibilities outlined above, our lead independent director also:
Meets with the Chairman prior to each regular meeting of the Board and its committees to discuss, provide input on, and approve the agendas;
With the Chairman, determines who attends Board meetings, such as members of management or outside advisors, and presenters;
Has one-on-one discussions with each independent director, including as part of the Board’s annual evaluation process;
Attends all committee meetings, including those committees for which he is not a member (at his discretion) and has access to all committee materials;
Has the authority to engage independent consultants;
Is regularly apprised of inquiries from stockholders;
Interviews Board candidates; and
Has an increased role in crisis and risk management, as appropriate.
Independent Directors Sessions. A meeting of the independent directors is scheduled at every regular Board meeting and the independent directors meet in an executive session without Mr. Bradway to review matters, including Company performance, management effectiveness, proposed programs and transactions, and the Board meeting agenda items. These independent sessions are organized and chaired by our lead independent director and our lead independent director provides direct feedback to Mr. Bradway after these executive sessions.
Independent Committee Leadership. The Audit, Compensation, Compliance, and Governance Committees are each composed solely of,
and led by, independent directors and provide independent oversight of management and its Board-delegated duties. In addition:
Each committee Chair meets with management in advance of meetings to review and refine agendas, add topics of interest, and review and comment on materials to be delivered to the committee;
Every director has access to all committee materials;
Each committee Chair provides a report summarizing committee meetings to the full Board at each regular meeting of the Board;
Each committee meeting includes adequate time for executive session and the committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee); and
Each committee effectively manages its Board-delegated duties and communicates regularly with the Chairman, lead independent director, the Board, and members of management.
Furthermore, the Compensation Committee has an effective process for succession planning and for monitoring and evaluating Mr. Bradway’s compensation and performance.
Lead Independent Director. Following the annual re-evaluation of our corporate governance structure, Mr. Eckert has been elected as the lead independent director each year since our May 2016 annual meeting of stockholders and was re-elected by our Board on March 2, 2022 to continue to serve as lead independent director subject to his re-election to the Board by our stockholders at the 2022 Annual Meeting.
Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active lead independent director, and strong Board and committee involvement, provides sound and robust oversight of management.
Benefits of Combined Leadership Structure. Following the annual evaluation of the governance structure, the Board continues to believe that the Company and our stockholders are best served by having Mr. Bradway in the role of Chairman (subject to his re-election to the Board) and CEO for the following reasons:
Mr. Bradway is most familiar with our business and the unique challenges we face. Mr. Bradway’s day-to-day insight into our challenges facilitates timely deliberation by the Board of important matters.
Mr. Bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. Bradway’s knowledge and extensive experience regarding our operations and the highly-regulated industries and markets in which we compete position him to identify and prioritize matters for Board review and deliberation.
As Chairman and CEO, Mr. Bradway serves as an important bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. The Board believes that Mr. Bradway brings a
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unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value. |
The strength and effectiveness of the communications between Mr. Bradway as our Chairman and Mr. Eckert as our lead independent director result in comprehensive Board oversight of the issues, plans, and prospects of our Company.
This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and
consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making. |
Flexibility of the Leadership Structure. The Board is committed to high standards of corporate governance. The Board values its flexibility to select its optimal leadership structure to best serve the Company’s and stockholders’ best interests based on the qualifications of individuals available, circumstances existing at the time, and Company’s particular needs. As such, the Board annually evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders.
The Board’s Role in Risk Oversight
Our Board oversees an enterprise-wide approach to risk management, which is designed to support execution of our strategy and achievement of the Company’s objectives to improve long-term operational and financial performance and enhance stockholder interests. Our Board believes that a fundamental part of risk management is understanding the risks that we face, adopting appropriate controls and mitigation activities for such risks, monitoring these risks, and responding to emerging developments for such risks.
We have a Company-wide Enterprise Risk Management, or ERM, program, to identify, assess, manage, report, and monitor enterprise-level risks that may affect our ability to achieve the Company’s objectives. The ERM program is overseen by our Executive Vice President and Chief Financial Officer and chaired by our Chief Audit Executive. Annually, we evaluate the greatest risks to our business, their underlying risk drivers, and the associated mitigation activities, maturity, and controls. Our Enterprise Risk Council, a cross-functional group of the Company’s business leaders representing all key business functions, works to identify and assess risks that meet the pre-established criteria constituting an enterprise-level risk, and confirms that there is clear accountability and appropriate mitigation plans are in place, including monitoring and reporting. Additionally, emerging risks that do not rise to the level of enterprise-level risks, are assessed, discussed, and actively managed and monitored. We believe that the areas of risk that are fundamental to the success of our enterprise and rise to enterprise-level risks include the areas of product development, safety and surveillance, supply and quality, value (which includes pricing) and access, sales and promotion, business development, as well as protecting our assets (financial, intellectual property, and information, including cybersecurity), all of which are managed by senior executive management reporting directly to our CEO.
The enterprise-level risks are overseen by the Board and the appropriate Board committee (as discussed below). The Board receives regular risk reporting from senior management, including an annual detailed review of the ERM program and key enterprise-level and emerging risks, as well as during the Board’s annual strategic planning process, annual budget reviews and approvals, capital plan review and approval, and through reviews of compliance issues at the applicable committees of our Board, as appropriate. For example, the risks associated with COVID-19 have the potential to affect areas of enterprise-level risk overseen by our Board, Audit Committee, Compensation Committee, and Compliance Committee and, as such, our risk mitigation plans and the effects of COVID-19 have been a topic regularly brought to and reviewed by the Board and its committees. For topics allocated to specific committees for their oversight, such as antitrust and competition regulation that is an area of the Compliance Committee’s responsibilities (as discussed below), the Compliance Committee Chair oversees the Compliance Committee’s annual calendar and meeting agendas to determine that the Company’s activities in support of its compliance with antitrust and competition regulation are assessed regularly, including a full annual review that includes Amgen’s policies, processes, and training to support such compliance, as well as regular updates of any significant industry developments at each Compliance Committee meeting. As is the practice for each of our committee Chairs, the Compliance Committee Chair reports out on these and other activities to the Board for its information and oversight at each regular Board meeting.
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Each Board committee has primary risk oversight responsibility that is aligned with its areas of focus. At each regular meeting, or more frequently as needed, the Board receives and considers committee reports, and such reports may provide additional detail on risk management issues and management’s response.
Committee | Primary Risk Oversight Responsibility | |||
Governance and Nominating | • Oversees governance risk, including the assessment of each member of the Board’s independence, as well as the compliance with our Corporate Governance Principles and Board of Directors’ Code of Conduct. Also oversees Board and committee evaluations and Board succession. | |||
Audit | • Oversees internal controls over financial reporting, as well as internal audit and independent registered public accountants, as well as financial risk, such as capital risk, tax risk, sourcing risk, and financial compliance risk. | |||
Compensation and Management Development | • Oversees human capital management, as well as executive talent management, development, and succession planning. Also oversees our compensation policies and practices and incentive program administration and design, including whether such policies, practices, and incentive programs balance risk-taking and rewards in an appropriate manner (as discussed further below), align with stockholders’ interests, and are consistent with emerging best practices. Beginning in 2022, oversight of those aspects of labor and employment and diversity, inclusion and belonging activities, previously overseen by the Compliance Committee, moved to the Compensation Committee. | |||
Corporate Responsibility and Compliance | • Oversees non-financial compliance risk, such as regulatory risks associated with the requirements of U.S. federal health care programs, Food and Drug Administration and other regulatory agencies, and risks associated with privacy, trade compliance, antitrust and competition, anti-bribery and anti-corruption), information systems and security (including cybersecurity), value (which includes pricing) and access, government affairs, aspects of labor and employment activities and diversity, inclusion, and belonging(1), aspects of environmental sustainability, social responsibility, and corporate governance, or ESG (including environmental sustainability, corporate philanthropy, and pricing philosophy and practice), and our reputation. Also oversees staff member compliance with the global Code of Conduct. | |||
COVID-19 Impacts to Enterprise Risk and Our Response. The far-reaching effects of COVID-19 prompted the Company to consider enterprise risk focused on rare, but high-impact events, such as global pandemics. Our business resilience program is designed to enable us to effectively prepare for and respond to crisis incidents at the global, regional, and local levels. Since the beginning of the pandemic in early 2020, we have activated appropriate crisis management and business
continuity plans and responded to the challenges presented to the operations of our business and focused on the experiences of our customers, patients, staff members, and communities. Multiple enhancements were made to our overall resilience during this pandemic, including investments in systems, automation, and innovation designed to support our remote work environment.
| (1) | Responsibility of the Compliance Committee in 2021. Responsibility for these activities moved to the Compensation Committee for 2022. |
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In the second year of the pandemic, we continued to focus on the health and safety of our staff members and the effective operation of our business, while undertaking activities to help address the pandemic, such as manufacturing COVID-19 antibody material with Eli Lilly & Company.
Our Employees. Creating a safe and healthy workplace for our staff is a priority at Amgen. Staff member access to our facilities has been in accordance with applicable government health and safety protocols and guidance issued in response to the COVID-19 pandemic and we have taken additional safety measures, including implementing occupancy limits, restricting business travel, providing personal protective equipment, temperature screening, and COVID-19 testing. In 2021, we required staff members in the U.S. and Puerto Rico to be fully vaccinated against COVID-19.(1)
Supply of Our Medicines to Patients. To date, our remote working arrangements have not significantly affected our ability to maintain
critical business operations. We have been able to serve physicians and patients as we have avoided disruptions to delivery and shortages of our supply of medicines.
Helping Our Communities. Amgen and The Amgen Foundation, Inc., a separate legal entity entirely funded by Amgen (Amgen Foundation), have been deeply engaged with our communities during the COVID-19 pandemic. For example, since the start of the pandemic, we committed $12.5 million to support local emergency response efforts in our U.S. and international communities, patient-focused organizations mounting their own response efforts, and international relief efforts by Direct Relief and International Medical Corps. Additionally, the free online learning programs supported by the Amgen Foundation, including LabXchange and the Khan Academy, have helped students continue their science education during school closures.
Our Board has adopted two codes of business conduct – the Amgen Board of Directors’ Code of Conduct that applies to our Board and a global Code of Conduct that applies to our Board, all our staff, and others conducting business on our behalf. Annual training on the global Code of Conduct is required and our Board participates in such training. We also have a code of ethics for senior financial officers. To view our
codes of business conduct and ethics, please visit our website at www.amgen.com.(2) We intend to disclose any future amendments to certain provisions of our codes of business conduct and ethics, or waivers of such provisions, applicable to our directors and executive officers on our website if such disclosure is required by SEC or NASDAQ rules. There were no waivers of any of our codes of business conduct or code of ethics in 2021.
The Board held 7 meetings in 2021 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. S. Omar Ishrak was appointed to the Board effective in July 2021 and attended all of the meetings of the Board and of the committees on which he served after the date of his
appointment. It is the Company’s policy that all current directors attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. Each of our directors serving at the time of our 2021 Annual Meeting were present at our 2021 Annual Meeting.
Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of our lead independent director and other members of the Board on appropriate matters. In addition, stockholders may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending such written communication to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board include, without
limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business, or communications that relate to improper or irrelevant topics. The Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the Chair of the Governance Committee. For information on our engagement with our stockholders since the 2021 Annual Meeting, please see page 51 of our Compensation Discussion and Analysis.
| (1) | This vaccination requirement did not apply to staff who were unable to receive a COVID-19 vaccine because of qualifying medical or religious reasons. |
| (2) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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The Board has four key standing committees: the Governance Committee; Audit Committee; Compliance Committee; and Compensation Committee. The Compensation Committee has delegated certain responsibilities to an Equity Award Committee. In addition, an Executive Committee of the Board has all of the powers and authority of the Board in the management of our business and affairs, except with respect to certain enumerated matters, including Board composition and compensation, changes to our Certificate of Incorporation, or any other matter expressly prohibited by law or our
Certificate of Incorporation. The Executive Committee did not meet in 2021. The Board maintains charters for each of its standing committees and these charters are evaluated annually. In addition, the Board has adopted a written set of Corporate Governance Principles and the Amgen Board of Directors’ Code of Conduct that generally formalize practices we have in place. To view the charters of our standing Board committees, our Corporate Governance Principles, and the Board of Directors’ Code of Conduct, please visit our website at www.amgen.com.(1)
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Summary of Current Director Core Experiences and Skills
Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, and have gained significant and diverse management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees) and an
understanding of corporate governance practices and trends, scientific expertise and healthcare industry experience, and bring unique perspectives to the Board. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and variety of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our Company’s evolving needs and represent the best interests of our stockholders.
Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director currently represented on our Board. The details of each director nominee’s competencies are included in each director nominee’s biography.
Experience/Skills Austin Bradway Druker Eckert Garland Holley Ishrak Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International
The lack of a “✓” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the ✓ is designed to indicate that a director has a particular strength in that area.
Board Tenure 2 <3 Years 4 3-6 Years 4 2 7-9 Years ~6 Years Average Board Tenure Continuous Board Refreshment 7 new directors since 2015 Board Diversity Highlights Gender Diversity Racial/Ethnic Diversity 3 25% Female Directors 9 2 17% Diverse Directors 10 100% Independent directors on key standing committees
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In compliance with NASDAQ’s Board Diversity Rule, the table below provides certain highlights of the composition of our Board members and nominees.
| Board Diversity Matrix (As of January 20, 2022) | ||||
Total Number of Directors | 12 | |||
| Female | Male | |||
Part I: Gender Identity | ||||
Directors | 3 | 9 | ||
Part II: Demographic Background | ||||
African American or Black | 1 | – | ||
Asian | – | 1 | ||
White | 2 | 8 | ||
Process for Selecting Directors, Director Qualifications, and Board Diversity
Board Composition. Board composition is one of the most critical areas of focus for the Board. Reflecting our Board’s commitment to refreshment, the Board has appointed seven new directors since 2015, including women as well as those from underrepresented communities, adding critical skills and experience to our Board in furtherance of our strategic priorities.
Our Governance Committee regularly screens and recommends candidates for nomination by the full Board and, among other things, considers feedback received during the annual Board and committee evaluation process, investor feedback, our qualification guidelines and skills matrix, director commitment levels (with consideration given to public company leadership roles and outside commitments) and diversity. The Governance Committee will consider recommendations for director candidates made by stockholders and evaluate them using the same criteria as for other candidates.
Director Qualifications and Board Diversity. Our Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating, and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. The Governance Committee reviews regularly and reports to the Board on the composition and size of the Board, and makes recommendations, as necessary, so that the Board maintains at least the minimum number of independent directors required by applicable laws and regulations, composition requirements of the Audit and Compensation Committees, and reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable and required by applicable laws and regulations for the Board as a whole.
The Governance Committee and Board view diversity as a priority, considers diversity in its determinations, and seeks representation across a range of attributes. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many
other factors, including industry knowledge, operational experience, scientific and academic expertise, geography, and personal background. In an effort to best support maintaining and expanding the diversity of our Board, our Governance Committee actively seeks diverse candidates, including women and minority candidates, as part of its search for new directors.
The Governance Committee determines and oversees guidelines for selecting nominees to serve on the Board and for considering stockholder recommendations for nominees. The Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement as Appendix A.
Among other things, under the Board of Directors Guidelines for Director Qualifications and Evaluations, each Board member must possess:
| • | A demonstrated breadth and depth of management and leadership experience; |
| • | Financial and/or business acumen or relevant industry or scientific experience; |
| • | Integrity and high ethical standards; |
| • | Sufficient time to devote to the Company’s business; |
| • | The ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders; |
| • | The ability to comply with the Amgen Board of Directors’ Code of Conduct; and |
| • | A demonstrated ability to think independently and work collaboratively. |
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Continuous Board Refreshment
Our Board is committed to strong refreshment practices to continuously align the composition of the Board and its leadership structure with our long-term strategic needs. The Board, led by the Governance Committee, has an ongoing process for identifying, evaluating, and selecting directors, and these decisions are also informed by the annual Board and committee evaluation process described below. Our Governance Committee uses a variety of methods to help identify potential Board candidates and considers an assessment of current Board skills, background, diversity, independence, experience, tenure, and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process.
Current Board Composition: 7 new directors since 2015 3 women 2 ethnically/racially diverse directors Candidate Pool Sourced, Maintained and Updated Independent Search Firms Stockholders Independent Directors Select Directors Continuous Board Refreshment Governance Committee Review Review by the full Board Recommend Candidates to the Board Consider Guidelines for Director Qualifications and Evaluations (Appendix A) Consider skills matrix Include women and divers director candidates in the list from which director nominees are recommended Review independence and potential conflicts Meet candidates
Director Education
Our Board believes that director education is important to the ability of directors to fulfill their roles and supports Board members in their continuous learning. The Board encourages directors to participate in continuing education programs, and we reimburse directors for their expenses associated with this participation. During Board and committee meetings, education and information sessions are provided on specific subjects by internal and external experts. New directors also participate in our director orientation program.
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Regular Board and Committee Evaluations
Board and committee evaluations play a critical role in supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and,
importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment.
Annual Governance Review
Planning The Governance Committee oversees the Board evaluation process. In consultation with our lead independent director, and the committee Chairs, a framework for evaluation is established, including a review of topics for evaluation that are incorporated in the evaluation forms used by the Board and committees. Committee Evaluations and Assessment Formal annual anonymous evaluations of the Audit, Compensation, Compliance, and Governance Committees are collected, compiled, and distributed in advance of the scheduled discussion by each committee in executive session (typically in October). The evaluations include open-ended questions and space for candid commentary. All comments are unattributed, included verbatim, and shared with the full Board and each applicable committee. Each committee Chair reports out to the full Board on these assessments for review and discussion. One-on-One Discussions Our lead independent director conducts one-on-one discussions with each independent director. These candid conversations allow for direct and honest feedback on varied aspects of our Board's operations. Board Evaluation and Assessment Annual anonymous evaluations of the Board are collected, compiled, and distributed in advance of the scheduled discussion by the full Board in executive session (typically in December) and informed by the results of the committee-level evaluation discussions as well as the one-on-one discussions conducted by the lead independent director. Follow-Up Policies, practices, and the composition of our Board and its committees are modified, as appropriate, based on evaluation findings, one-on-one discussions, and follow-up items are discussed at subsequent Board and committee meetings. Ongoing Our directors are encouraged to convey ongoing feedback to our lead independent director or the Governance Committee during any executive session throughout the year.
Evaluation Results. The Audit, Compensation, Compliance, and Governance Committees each completed their committee evaluations and assessments in October 2021 and such evaluations were included as part of the total evaluation by the Governance Committee in December 2021. The Board completed its evaluation in December 2021. Each committee and the Board was considered to be operating effectively, with appropriate balance among governance, oversight, strategic, and operational matters, and each committee and the Board was satisfied with its performance.
Ongoing Feedback. Our directors provide real-time feedback throughout the year outside of the formal evaluation process and have
open access to management and third-party advisors. Additionally, executive sessions of directors (without management) are scheduled for every regular Board and committee meeting to identify any issues and assess whether meeting objectives were satisfied.
Changes Implemented. Based on the annual Board and committee evaluation process, ongoing feedback provided by directors, and one-on-one discussions between our lead independent director and each independent director, changes to Board practices have included enhancements to our committee structure and composition, additional presentations on various topics, and the addition of new directors.
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At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.
The Board has determined that each of our non-employee directors: Wanda M. Austin; Brian J. Druker; Robert A. Eckert; Greg C. Garland; Charles M. Holley, Jr.; S. Omar Ishrak; Tyler Jacks; Ellen J. Kullman; Amy E. Miles; Ronald D. Sugar; and R. Sanders Williams; and Fred Hassan (who served as a director during part of 2021) was independent during 2021 under The NASDAQ Stock Market listing standards and the requirements of the SEC. Mr. Bradway is not independent based on his service as our CEO and President. Mr. Bradway is the only director who also serves in a management capacity. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director or any member of his or her immediate family, and us or any of our subsidiaries or affiliates based on information provided by the director, our records, and/or publicly available information.
All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the business transactions, donations, or grants involved an amount that (i) exceeded the greater of 5% of the recipient entity’s revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served as an employee, officer, partner, director, or controlling shareholder, or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which directors serve as professors or employees.
The following types and categories of transactions, relationships, and arrangements were considered by our Board in making its independence determinations:
Each of the independent directors (or their immediate family members) currently serves or has previously served within the last
three years as a professor, trustee, director, or member of a board, advisory board, council, or committee for one or more colleges, universities, or non-profit charitable organizations, including research or scientific institutions, to which the Amgen Foundation has made grants or matching donations under the Amgen matching gift program that is available to all of our employees and directors. |
Each of the independent directors (or their immediate family members) currently serves, or has previously served within the last three years, as a member of the board of directors, the board of trustees, or an advisory board for an entity with which Amgen has business transactions or to which Amgen or the Amgen Foundation makes donations or grants. These business transactions include, among other things, purchasing supplies, equipment and software licenses, payment of fees or memberships, and expenses relating to repair and maintenance, clinical trials, research and development and training, sponsorship of healthcare programs and conferences, financial advisory, investment management, investment advisory and consulting services, and reimbursement of business-related expenses incurred by our staff members (such as for transportation, gas, and food purchases).
Wanda M. Austin, Brian J. Druker, Tyler Jacks, and R. Sanders Williams currently serve as professors for universities to which Amgen has made payments for certain business transactions such as symposiums, conferences and exhibits, postdoctoral research programs, clinical trials, training and research and development, software licenses and maintenance, as well as for grants from the Amgen Foundation.
None of the directors, directly or indirectly, provides any professional or consulting services to us and none of the directors currently has or has had any direct or indirect material interest in any of the above transactions and arrangements. The Board determined that these transactions and arrangements did not warrant a determination that any of our directors were not independent.
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Governance Committee Processes and Procedures for Considering and Determining Director Compensation
The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation.
The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee has the authority to retain consultants to advise on director compensation matters, including in support of the Governance Committee’s periodic review of director compensation practices.
In 2020, the Governance Committee engaged Frederic W. Cook and Co., or FW Cook, to provide advice regarding director compensation.
FW Cook reported directly to the Governance Committee and attended the Governance Committee meeting to evaluate director compensation. No executive officer has any role in determining or recommending the form or amount of director compensation. |
| • | Based on the analysis provided by FW Cook, the Governance Committee determined to make changes to director compensation effective for 2021, the first increase since 2013, to align with market practice and attract and retain high-quality director candidates in a competitive global marketplace. For more information regarding director compensation, see “Director Compensation—2021 Director Compensation.” |
Current Members: Charles M. Holley, Jr.* (Chair) Wanda M. Austin Ellen J. Kullman* Amy E. Miles* *Audit Committee financial expert Others who served in 2021: Fred Hassan (until retirement at 2021 Annual Meeting) Number of Meetings Held in 2021: 10 Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC, including the requirements regarding financial literacy and sophistication. | Description and Key Responsibilities: • Oversees our accounting and financial reporting process and the audits of the financial statements, as required by NASDAQ. • Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements. • Has sole authority for the appointment, compensation, and oversight of the work of the independent registered public accountants. • Reviews and discusses, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases. • Approves related party transactions. • Reviews any violations or alleged violations of the Company’s Code of Ethics for the CEO and Senior Financial Officers. | |||||||
Audit Committee Oversight of the Independent Registered Public Accountants • Auditor Selection. Evaluates the qualifications and performance of our independent registered public accountants each year and appoints the independent registered public accountants annually. • Audit Partner Selection. Participates directly in the selection of the lead engagement partner through an interview process. • Audit Firm Evaluation. Considers the quality and efficiency of the services provided, the independent registered public accountants’ technical expertise and knowledge of our operations and industry. • Audit Services. Pre-approves services. | ||||||||
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Amgen’s Compliance Program is designed to promote ethical business conduct and compliance with applicable laws and regulations. The key objectives of our compliance program operations include:
Developing policies and procedures;
Providing ongoing compliance training and education;
Auditing and monitoring compliance risks;
Maintaining and promoting avenues for staff to raise concerns without fear of retaliation, including anonymously through a business conduct hotline;
Conducting investigations;
Responding appropriately to any compliance violations;
Taking appropriate steps to detect and prevent recurrence, including by implementing appropriate corrective and preventive actions; and
Promoting an ethical culture.
Our Chief Compliance Officer, who reports to the CEO and the Compliance Committee, oversees the ongoing operations of the compliance program.
| (1) | Beginning in 2022, oversight of those aspects of labor and employment activities (including diversity, inclusion and belonging), previously overseen by the Compliance Committee, moved to the Compensation Committee. |
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Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management
Amgen’s ESG strategy begins with our mission to serve patients and is supported by our long-standing focus on using resources responsibly to support the sustainability of our business and the global environment in which we and our patients live.
ESG Oversight and Governance
ESG at Amgen is governed at the highest levels and includes Board and committee oversight, executive-level leadership, and subject-matter experts who lead our ESG efforts across our business.
Board Oversight. The Board and its applicable committees provide guidance and oversight to management with respect to ESG matters. The Compliance Committee assists the Board in overseeing our activities in areas that include environmental sustainability, diversity, inclusion and belonging, and access to medicines. Beginning in 2022, oversight of diversity, inclusion and belonging shifted to the Compensation Committee, the committee that also provides oversight of our approach to human capital management. The Governance Committee oversees the Company’s corporate governance activities and Board membership. Additionally, management shares feedback received from our stockholders with the Board, including in connection with our governance-focused engagement program. For additional discussion, please see “Positive 2021 Say on Pay Vote Outcome and Compensation Design Changes in Response to 2021 Stockholder Input” in our Compensation Discussion and Analysis.
Management Leadership. A cross-functional, executive-level governance council sets our overall ESG strategy, provides guidance on program implementation, and oversees the continuing enhancement of our approach to ESG. This council, chaired by our Senior Vice President, Corporate Affairs, regularly evaluates current and emerging ESG-related risk topics that are relevant to our business, including those considered as part of our ERM program. For additional information, please see “The Board’s Role in Risk Oversight” previously discussed.
Our ESG framework currently includes four strategic pillars—Healthy People, Healthy Society, Healthy Planet, and A Healthy Amgen—that serve as organizing principles facilitating our ability to address the interconnectivity of issues in a more holistic way across our business.
Amgen’s ESG Framework
Program Implementation.Each pillar is supported by an initiative steering committee and, together with the oversight of our executive leadership, individual programmatic elements are managed at a business function level. Since 2021, to further integrate ESG across the organization, our Compensation Committee added an ESG goal to our Company performance goals for our annual cash incentive plan. For additional information, please see “Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance” in our Compensation Discussion and Analysis.
In addition to our history of strong corporate governance practices, examples of our ESG initiatives include our endeavors to strengthen science education and inspire the next generation of scientists, expand access to our medicines and support efforts to strengthen healthcare systems to better serve patients in need worldwide, and pursue a more environmentally sustainable business model. For additional information, please see “Board of Directors Corporate Governance Highlights” previously discussed.
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Environmental Sustainability
As a science-based company committed to advancing human health, Amgen recognizes the importance of climate change on human health around the world. We have a long-standing objective to conduct environmentally responsible operations and regularly set targets to challenge ourselves to deliver further improvements. Since 2007, we have successfully advanced our environmental sustainability program while substantially increasing our global production capacity and patient reach.
Building on the successful execution of our 2013-2020 conservation targets, we launched a new environmental sustainability plan in 2021 (our third since 2007) that includes a target of achieving carbon neutrality in our operations by 2027, while also aiming to further reduce our water use (by 40%) and waste disposed (by 75%).(1)
Our 2027 Environmental Sustainability Plan. To achieve our 2027 goals, we plan to harness our innovative capabilities to help combat climate change and preserve natural resources. We expect these efforts to help us become not just more environmentally sustainable but also more flexible and productive, resulting in reductions in operating costs from such efficiencies over the same period.
Our 2027 plan is designed to drive specific environmental sustainability projects across our operations, including continued investment in highly resource efficient biomanufacturing, smart and integrated facility design, use of on-site solar and other renewable energy sources, electric vehicle fleet conversion, treatment and reuse of water, the reduction and recycling of single-use plastics, and the reduction of consumables packaging. This plan also includes activities to further integrate the potential risks and opportunities from climate change into our existing processes for strategic planning, analysis, and risk management.
The Road to Net Zero. To help achieve our goal of carbon neutrality by 2027(1), Amgen is focusing on the use of innovative technologies and efficiency projects to reduce carbon emissions from our owned and operated facilities, in addition to sourcing renewable energy. Where renewable sources are not available, we expect to prioritize offsetting based on the quality of the credit or offset.
Sustainability by Design. Amgen helped to invent the processes and tools that created the global biotech industry. As we continue to grow
and innovate, we are pioneering advanced technologies and implementing more environmentally responsible approaches throughout the Company to increase operational efficiency and reduce our environmental footprint.
Our next-generation biomanufacturing facility in Singapore, which began commercial production in 2017, is an example of our innovative capability at work. This redesign of our approach to biomanufacturing dramatically reduces the scale and costs of making biologic medicines, and vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines.
The success of our facility in Singapore, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in the U.S. in Rhode Island. This facility was licensed by the U.S. Food and Drug Administration in January 2022 and will support product volume growth, while delivering environmental and operating efficiencies.
We continue to apply innovation to our facilities with multiple ongoing projects, including in connection with the expansion of our U.S. plants. In 2021, we commenced construction on two new facilities (a final product assembly and packaging plant in Ohio and a multi-product drug substance facility in North Carolina). These facilities are expected to support our ability to meet the demand for our medicines, utilize cutting-edge technologies to be more efficient and environmentally friendly than traditional plants, and bring hundreds of full-time jobs to the regions while expanding our access to diverse talent.
| (1) | Carbon neutrality goal refers to Scope 1 and 2. Reductions take into account only verified reduction projections, do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |
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Sustainable Value Chain. Our footprint and focus on sustainability extend beyond our own employees and facilities. Amgen’s 2027 environmental sustainability plan includes engaging with our suppliers and contactors to evaluate the carbon impact throughout our value chain and identify reduction opportunities.
ESG Reporting.Informed by insights from our investors, we enhanced our ESG reporting in 2021 by expanding our latest Environmental, Social, and Governance Report by mapping our reporting to the Sustainability Accounting Standards Board (SASB) standards for our industry, disclosing our annual Consolidated EEO-1 Report, and providing additional metrics on the diversity of our workforce.
Since 2010, Amgen has reported to CDP (formally the Carbon Disclosure Project). Over time, CDP’s disclosure platform for climate change has evolved to contain over 25 questions (within its governance, risks and opportunities, strategy, targets and emissions modules) that are aligned with the recommendations of the Task Force on Climate-related Financial Disclosures, or TCFD; this platform is now nearly in full alignment with the TCFD. We continue to report to the CDP as completely as possible and, in 2022, we are undertaking a TCFD-aligned scenario analysis to improve our understanding of the physical and transitional effects of climate change as well as inform our future reporting.
United Nations Global Compact. We are a signatory to the United Nations Global Compact, a voluntary initiative based on commitments to implement universal sustainability principles and take steps to support the United Nations Sustainable Development Goals.
Social Responsibility
Improving Patient Access to Medicines. Through patient assistance programs, expanded access to investigational therapies, donations, and other initiatives, Amgen has developed support programs for eligible patients around the world as they seek to obtain the medicines they need.
Amgen Safety Net Foundation (ASNF), a separate legal entity entirely funded by Amgen, supports qualifying patients in the U.S. who might go without important medicines because of financial limitations, by providing our medicines at no cost. In 2021, the commercial value of Amgen’s medicines provided at no cost to uninsured or underinsured patients by ASNF was over $2 billion.(1)
Since 2018, Amgen has also donated approximately $140 million worth of Amgen cancer treatment and supportive care medicines(1) for distribution to patients in more than 30 developing countries through Direct Relief, a leading non-governmental organization.
We continue to offer and implement value-based contracts in an effort to help improve patient access to medicines and offer stakeholders greater budget predictability.
Advancing Health Equity. As part of our mission to serve patients, we are working to improve the diversity and representation of racial and ethnic minority populations in clinical trial research at Amgen and to advance solutions and increase dialogue regarding this area across the industry.
We recognize the importance of a patient-centric approach to clinical research and our Representation in Clinical Research (RISE) team is working with groups within Amgen and outside of the business towards exceeding industry standards for clinical trial diversity and representation and helping Amgen develop new medicines studied in participants who better reflect the populations affected by certain diseases or conditions. We also continue building relationships with leaders and organizations in diverse communities to help address healthcare disparities, improve disease state awareness, and increase dialogue in this area.
Supplier Diversity and Responsible Sourcing. We aspire to double our supplier diversity spend, and triple our Black-owned business spend, in the U.S. by 2023.(2) Our supplier diversity program is designed to identify, develop, and utilize small, disadvantaged, veteran, LGBTQ, minority, disabled, and women-owned business enterprises, as well as companies located in historically underutilized business zones, in our procurement of goods and services. Our efforts include mentoring and development opportunities to further strengthen the leadership capabilities of these diverse suppliers and contactors.
All staff members are guided by the Amgen Values and global Code of Conduct and, similarly, we request our suppliers to conduct their businesses in alignment with our mission and values. Our supplier sustainability program focuses not only on quality, cost, and reliability but also on a wide range of sustainability and social responsibility considerations, such as business ethics, labor and human rights, and environmental impacts.
Science Education. The Amgen Foundation seeks to advance excellence in science education to inspire the next generation of innovators and invest in strengthening communities where our staff members live and work.
Since its inception over 30 years ago, the Amgen Foundation has contributed more than $375 million to non-profit organizations around the world that reflect our core values and complement Amgen’s dedication to impacting lives in inspiring and innovative ways.
LabXchange, developed at Harvard University with the financial support of the Amgen Foundation, is a free online science education platform that provides students around the world with access to personalized instruction, virtual lab experiences, and networking opportunities across the global scientific community. In 2021, with the Amgen Foundation’s support, LabXchange launched a digital curriculum focused on examining racial inequity in healthcare, education, and STEM fields in the U.S.
The Amgen Foundation is the exclusive biology content partner of Khan Academy, a leading online learning platform, and approximately
| (1) | Valued at wholesale acquisition cost. |
| (2) | Measured against a 2019 baseline. |
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15 million users accessed Khan Academy’s free biology lessons in 2021. Through an expanded, multi-year partnership with the Amgen Foundation in support of science learning and education equity, Khan Academy is creating a comprehensive offering of biology resources for students and teachers worldwide and expanding its partnerships with school districts facing budget shortfalls. |
Additionally, the Amgen Foundation continued to expand the Amgen Biotech Experience (ABE), an innovative science education program that empowers high school teachers to bring biotechnology education into their classrooms. In 2021, the second cohort of the ABE Master Teacher Fellowship was announced with twelve fellows from around the globe who each receive a stipend and targeted support to develop a curriculum project to be shared with the ABE international community.
The Amgen Scholars Program makes it possible for undergraduates around the globe to engage in cutting-edge research experiences in leading graduate laboratories and learn more about biotechnology and drug discovery.
Our Community. In 2021, The Amgen Foundation provided grants totaling $3 million to more than 30 U.S.-based nonprofits in support of racial and social justice initiatives, economic empowerment, and equal opportunity in education.
Amgen and the Amgen Foundation have been engaged with our community during the pandemic. For additional information, please see “Responding to COVID-19” previously discussed.
The Amgen Foundation also provides programs and resources to empower individual Amgen staff in their charitable activities in our community, including through a matching gift program and by providing service grants to non-profit organizations where staff members regularly volunteer.
Human Capital Management
Our Board has a key role in the oversight of our culture, setting the tone at the top, and holding management accountable for maintaining high ethical standards. The Board believes that human capital management, including our diversity, inclusion, and belonging initiatives, are important to our success. The Compensation Committee assists the Board in providing oversight of human capital management and, beginning in 2022, labor and employment and diversity, inclusion, and belonging oversight responsibilities, previously overseen by the Compliance Committee, moved to the Compensation Committee. We conduct regular staff member engagement assessments that gather feedback on topics, including on the overall engagement of staff members, diversity, inclusion, and belonging, and our culture of compliance, and the results of these surveys are discussed with our workforce and the Board.
Amgen places significant value on fostering and enabling growth of staff, both personally and professionally, and we aim to provide a safe, healthy, innovative, and diverse work environment for our staff.
Our Social Architecture. Since Amgen’s founding in 1980, our staff members have directed their intelligence and enthusiasm toward our mission to serve patients. The combination of our mission, our aspiration to be the world’s best human therapeutics company, our strategy, our well-defined set of Amgen Values, and the clear leadership attributes that we expect from our staff members, form the “social architecture” that defines our unique culture. This social architecture has been a key enabler of Amgen’s worldwide growth from an early pioneer in the biotech industry to a leading innovator.
The Amgen Values were formalized in 1996 and continue to serve as the principles that guide the way we conduct business.
Amgen Values
| Be Science-Based | Trust and Respect Each Other | |
Compete Intensely and Win | Ensure Quality | |
Create Value for Patients, Staff, and Stockholders | Work in Teams | |
| Be Ethical | Collaborate, Communicate, and Be Accountable |
Diverse and Inclusive Workforce. Consistent with the Amgen Values, we are working to bring the diversity of the world community into the Amgen community. We believe that a diverse and inclusive culture fosters innovation, which supports our ability to serve patients. Further, we also believe our global presence is strengthened by having a workforce that reflects the diversity of the patients we serve. It is with these beliefs in mind that we have continued to strengthen and grow our culture of diversity, inclusion, and belonging.
Our Diversity, Inclusion and Belonging Council is led by our executive leadership and is responsible for overseeing our strategy to further a diverse and inclusive workplace, with an ongoing focus on women in leadership and minority representation. With endorsement from executive management and engagement with senior leaders across the organization, we are implementing a global strategy designed to leverage our diversity and create a more inclusive workplace.
We are engaging in activities and setting goals to improve our focus around diversity, inclusion, and belonging, including the launch of a mandatory unconscious bias training program that was completed by 100% of our U.S., Canada, and Puerto Rico staff members in 2020 (with a global rollout in 2021) and an online learning journey with tools and resources that guides staff members on the role they play in advancing diversity, inclusion and belonging throughout the organization.
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Each of our eleven Employee Resource Groups, dedicated to representing, supporting, and celebrating the diversity of our staff, are supported by a sponsor from our senior executive leadership team.
Amgen Employee Resource Groups
Amgen Asian | Amgen Black | |
Ability Bettered through Leadership and | ||
Amgen Early Career | Amgen International | |
Amgen Indian | Amgen Latin Employee | |
Amgen LGBTQ and | Amgen Veterans | |
Women Empowered | Women in Information (WISE) | |
Amgen is a founding member of OneTen, a coalition of many of the world’s largest, best-known companies that aims collectively to hire one million Black Americans (with a specific focus on those without four-year college degrees) into good-paying family-sustaining jobs over the next ten years.
Amgen is taking a leadership role in the greater Los Angeles region, where we are headquartered, to help expand the coalition of organizations that share our desire to offer opportunities to diverse talent.
Attracting and Developing Talent. We recognize the importance of attracting, motivating, developing, and retaining top global talent and skilled staff members. We compensate our staff members based on their roles, experience, and performance, provide wellness and work-life resources, as well as support employees in giving back and volunteering in their local communities. To support the development of our staff, we provide a variety of programs, including leadership development programs, virtual instructor-led courses, and self-paced learning options.
Our benefit programs are generally broad-based, promote health and overall well-being, and emphasize saving for retirement. Amgen continues to pride itself on industry-leading, family-friendly offerings for families of all compositions, including, in the U.S. and Puerto Rico, on-site child care at certain of our facilities, adoption assistance, resources for elder care and behavioral health, and paid parental leave for all Amgen staff members who have or adopt, or become a foster parent or legal guardian for a child. Globally, comparable benefit programs are offered with the same health and well-being goals, while also designed to comply with local statutory requirements.
(For more information regarding our approach to human capital resource management, including activities in support of workplace safety and diversity, please see our Form 10-K for the year ended December 31, 2021.)
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Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2021
Compensation Committee Determination of Compensation. Generally, by the first calendar quarter of each year, the Compensation Committee reviews and approves Company performance goals and objectives for the current year and evaluates the CEO’s performance for the previous year in light of the Company performance goals and objectives established for the prior year. The Compensation Committee evaluates the performance of the CEO within the context of the financial and operational performance of the Company, considers competitive market data, and establishes the CEO’s compensation based on this evaluation as well as the compensation for each executive officer.
Values and Components. The values of each component of total compensation (base salary, target annual cash incentive awards, and equity awards) for the current year, as well as total annual compensation for the prior year (including the value of equity holdings, potential change of control payments, and vested benefits under our Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan as of the end of the last fiscal year) are considered at this time. Final determinations regarding our
CEO’s performance and compensation are made during an executive session of the Compensation Committee and are reported to and reviewed by the Board in an independent directors’ session.
Executive Officers. Our Compensation Committee determines compensation for the executive officers (other than the CEO) based, in part, on the recommendations of our CEO regarding base salary, annual cash incentive awards, and equity awards. In determining compensation recommendations for each Named Executive Officer, or NEO, our CEO reviews comparative peer group data, as well as the performance of the executive. The Compensation Committee has typically followed these recommendations.
Executive Sessions.Each Compensation Committee meeting includes adequate time for executive session and the Compensation Committee meets in executive session on a regular basis with no members of management present (unless otherwise requested by the Compensation Committee).
| (1) | Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. |
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Delegation of Authority. The Compensation Committee has authority to delegate any of its functions to a subcommittee of its members. No delegation of authority was made in 2021.
Independent Compensation Consultant. The Compensation Committee continued to engage FW Cook, an independent compensation consultant, to provide advice regarding executive compensation and executive compensation trends and developments, compensation designs, and equity compensation practices, market data as requested, and opinions on the appropriateness and competitiveness of our executive compensation programs relative to market practice. FW Cook reported directly to the Compensation Committee and attended regularly scheduled meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee, as requested). Each year the Compensation Committee reviews the independence of FW Cook and whether any conflicts of interest exist. After review and consultation with FW Cook, the Compensation Committee has determined that FW Cook is independent and there is no conflict of interest resulting from retaining FW Cook currently or during the year ended December 31, 2021. In performing its analysis, the Compensation Committee
considers the factors set forth in the SEC rules and The NASDAQ Stock Market listing standards.
Peer Group Review. In setting executive compensation, the Compensation Committee compares the Company’s pay levels and programs to those available for the Company’s competitors for executive talent and uses this comparative data as a guide in its review and determination of compensation. Our Compensation Committee annually considers and selects an appropriate peer group (consisting of biotechnology and pharmaceutical companies), based, in part, on the recommendations of FW Cook, and, for each NEO, the Compensation Committee reviews the compensation levels and practices of our peer group, which for our NEOs, other than the CEO, are based on reports prepared by management from information contained in compensation surveys and proxy statements. FW Cook provides the Compensation Committee with market data, an annual report on the compensation levels and practices of our peer group, and compensation recommendations for the CEO position.
Compensation Risk Management. In cooperation with management, FW Cook assesses the potential risks arising from our compensation policies and practices as discussed more fully below.
Annual Risk Management Assessment. On an annual basis, management, working with the Compensation Committee’s independent compensation consultant, conducts an assessment of the Company’s compensation policies and practices for all staff members generally, and for our staff members who participate in our sales incentive compensation program, for material risk to the Company. Compensation-related risks from COVID-19 were evaluated as part of this assessment for 2021.
Results of Risk Management Assessment.The results of this assessment are reviewed and discussed with the Compensation Committee. Based on this assessment, review and discussion, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and our Company performance goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us.
Factors That Discourage Excessive Risk-Taking.In evaluating our compensation policies and practices, a number of factors were identified which the Company, the Compensation Committee, and its independent consultant believe discourage excessive risk-taking, including:
| • | Mix of Incentives and Metrics. Our compensation programs consist of a mix of incentives and metrics (financial and operational) that are tied to varying performance periods and are designed to balance our need to drive our current performance with the need to position the Company for long-term success. |
| • | Company-wide Results.Company-wide results are the most |
important factor in determining the amount of an annual cash incentive award, one of our mix of incentives, for each of our staff members. |
| • | Emphasis on Long-Term Performance. We cap short-term incentives and make LTI equity awards a component of compensation for nearly all of our full-time staff members. In particular, the CEO and the other executive officers participate in compensation plans that are designed so that the largest component of their compensation is in the form of LTI equity awards to ensure that a significant portion of their compensation is associated with long-term, rather than short-term, outcomes, which aligns these individuals’ interests with those of our stockholders. |
| • | Equity Award Grant Practices. We employ appropriate practices with respect to equity awards: we do not award mega-grants, discounted stock options, or immediately vested equity to staff members; and we have grant guidelines that generally limit the grant date for our equity grants to the third business day after our announcement of quarterly earnings. |
| • | Robust Stock Ownership and Retention Guidelines. We have robust stock ownership guidelines for vice presidents and above that require significant investment by these individuals in our Common Stock. We require that each officer who has not met his or her required ownership guidelines hold shares of our Common Stock acquired through the vesting of restricted stock units, the payout of performance units, and the exercise of stock options (net of shares retained by us to satisfy associated tax withholding requirements and exercise price amounts) until such officer has reached his or her required stock ownership level. |
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| • | Comprehensive Performance Evaluations. Our Company values and leadership behaviors are an integral part of the performance assessments of our staff members and are particularly emphasized in our assessment tools at higher positions. These evaluations serve as an important information tool and basis for compensation decisions. |
| • | Clawback Policy. We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers if it is subsequently determined that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement. |
| • | Recoupment. We have recoupment provisions that expressly allow the Compensation Committee or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award. |
The Compensation Committee has adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) if an executive officer is terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement).
| • | Disclosure. Subject to our recoupment and clawback policies and provisions, we intend to disclose the general circumstances of any application of our recoupment or clawback policies and provisions against any executive officer (current or former) and the aggregate amount of compensation recovered. |
| • | No Hedging or Pledging. Our Insider Trading Policy prohibits pledging or purchasing of our Common Stock on margin(1) and hedging the economic risk of our Common Stock (as discussed more fully below). |
| • | Mandatory Global Code of Conduct Compliance Training. We require training on our global Code of Conduct and other policies that educate our staff members on appropriate behaviors and the consequences of taking inappropriate actions. |
| • | Pricing Policies and Controls. Amgen’s drug pricing governance framework is designed to help ensure that our pricing actions around the globe are legally compliant, financially sound, and aligned with our values and corporate objectives. Our approach to pricing includes training, standard operating procedures, policies, approval mechanisms for price increases and price policy exceptions, and other controls that balance regional and country autonomy with centrally managed price discipline. Our Board, with the assistance of the Compliance Committee, has a key role in the oversight of pricing risk and regularly receives presentations from management on drug pricing practices and trends. |
Under our global Insider Trading Policy, all of our Board members and staff members, including our NEOs, consultants, contract workers, secondees, and temporary staff worldwide are considered “Covered Persons.” It is against the Insider Trading Policy for Covered Persons to directly or indirectly participate in transactions involving trading activities in our securities that, by their nature, are aggressive or speculative, or may give rise to an appearance of impropriety. Covered Persons may not:
Engage in short sales (sales of stock that the seller does not own or a sale that is completed by delivery of borrowed stock) with respect to our securities;
Engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Amgen stock;
| • | Purchase or pledge Amgen stock on margin or as collateral to secure a loan or other obligation(1); or |
Enter into any derivative or similar transactions with respect to our securities.
Examples of prohibited derivative transactions include, but are not limited to, purchases or sales of puts and calls (whether written or purchased or sold), options (whether “covered” or not), forward contracts, including but not limited to prepaid variable forward contracts; put and call “collars” (“European” or “American”), “equity” or “performance” swap or exchange agreements, or any similar agreements or arrangements however denominated, in our securities.
| (1) | With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |
38 ï 2022 Proxy Statement
Corporate Governance |
Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other staff members, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The Company determined our median employee based on total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2021. Total direct compensation included base salary, annual cash incentive awards earned for the period (and target sales incentive awards for our sales force), and the annual grant value of LTI equity awards during 2021. Earnings of our staff members outside of the U.S. were converted to U.S. dollars using currency exchange rates
as of December 31, 2021. No cost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 2021 which was $130,589. As disclosed in the “Summary Compensation Table” appearing on page 73, our CEO’s annual total compensation for 2021 was $21,721,154. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 166 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2021” above and our Compensation Discussion and Analysis beginning on page 41.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the
Company’s 2022 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Compensation Committee of the Board of Directors
Robert A. Eckert, Chair
Wanda M. Austin
Brian J. Druker
Greg C. Garland
S. Omar Ishrak
Tyler Jacks
ï 2022 Proxy Statement39
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Item 2 — Advisory Vote to Approve Our Executive Compensation
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2019 Executive Compensation Was Aligned With Our Strategy and Performance
As discussed more fully in our Compensation Discussion and Analysis starting on page 38, a significant majority of each NEO’s compensation isat-risk and dependent on our performance and execution of our strategic priorities.
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2019 Performance AgainstPre-Established Goals and MeasuresItem 2
2019 Annual Cash Incentive Program
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Achieve Productivity Objectives
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Final Score
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ï 2020 Proxy Statement 35
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2019 Alignment of Pay with Performance
Our strategy includes a series of integrated activities to strengthen our long-term competitive position in the industry. Key 2019 activities that align our NEO pay with performance and support the execution of our strategic priorities are summarized below.
Our financial performance was strong in a year of transition.
We delivered aone-year total shareholder return, or TSR, of 28%. We outperformed our peer group average for theone-, three-, and five-year TSRs and significantly outperformed the Standard & Poor’s 500 Index for the three-year period.
In March 2019, when we established our 2019 performance goals, we expected to drive volume growth in our newer products, but we also anticipated substantial competition against our legacy products due to patent expiries that would more than offset newer product sales growth. Our early 2019 investor guidance also reflected this anticipated competitive intensity.
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Our strong cash flows and balance sheet allowed continued investment for long-term growth in 2019 through internal research and development, capital expenditures, and external business development transactions.
Our quarterly 2019 dividend of $1.45 per share represented a 10% increase from the quarterly dividend for 2018.
In 2019, we returned $11.2 billion to our stockholders in the form of repurchases of our Common Stock ($7.7 billion) and dividends paid ($3.5 billion).
We progressed our pipeline.
We develop innovative and biosimilar medicines that address unmet medical needs to treat serious illnesses.
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We advanced our early pipeline and executed key clinical studies and regulatory filings.
We delivered on our annual priorities.
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We achieved our productivity objectives. We realized gross savings of approximately $286 million as a result of our focus on productivity to support continued reinvestment opportunities (such as our early pipeline).
We continued to deliver on our other strategic priorities.
We launched our first product in China and made significant progress in expanding our presence in China and Japan, the second and third largest pharmaceutical markets, respectively.
We successfully operated our next-generation manufacturing facility in Singapore and continued to work on the construction of our U.S facility in Rhode Island.
Positive 2019 Say on Pay Vote Outcome and Engagement With Our Stockholders
In 2019, we received approximately 93% stockholder support on our say on pay advisory vote. In addition to our outreach by our executives and our Investor Relations department to our investors owning approximately 58% of our outstanding shares, since our 2019 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising approximately 51% of our outstanding shares. The compensation-related feedback is
reviewed by our Compensation and Management Development Committee, or Compensation Committee. In 2019, the predominant feedback from investors with respect to our compensation and governance practices was that they are satisfied with our compensation program and governance practices. For more detail regarding our stockholder engagement, see page 46.
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36 ï 2020 Proxy Statement
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Board Recommends a Vote “FOR” Our Executive Compensation
This advisory stockholder vote, commonly known as “Say on Pay,” gives you, as a stockholder, the opportunity to endorse or not endorse our executive pay program and policies. Accordingly, as required by Section 14A of the Securities and Exchange Act of 1934, as amended, you are being asked to cast an advisory vote on the compensation of our Named Executive Officers, or NEOs, as disclosed in the Compensation Discussion and Analysis (pages 41 through 72) and related compensation tables and the narrative in this proxy statement (pages 73 through 86). We urge stockholders to read the Compensation Discussion and Analysis section of this proxy statement, as well as the related tables and disclosures for a more complete understanding of how our executive compensation program operates.
Our Board of Directors, or Board, believes that the 2021 compensation of our NEOs was appropriate, our current executive compensation program aligns the interests of our executives with those of our stockholders, and compensation outcomes are primarily based on the performance of our Company. We intend that our compensation programs reward actions and outcomes that are consistent with the sound operation of our Company, advance our strategy, and are aligned with the creation of long-term stockholder value.
For thethese reasons and as discussed above and more fully in the Compensation Discussion and Analysis, the Board recommends that stockholders vote “FOR” the following resolution:
“Resolved, that the stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as
disclosed pursuant to Securities and Exchange Commission rules in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure of this proxy statement.”
Although this vote is advisory and is not binding on the Board, our Compensation and Management Development Committee values the opinions expressed by our stockholders and will consider the outcome of the vote when making future executive compensation decisions.
We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote on executive compensation at our 20212023 annual meeting of stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
40 ï 2020 Proxy Statement 37
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Compensation Discussion and Analysis
Table of Contents
This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the positions they held in 2019 below.
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38 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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Compensation Discussion and Analysis
Table of Contents
This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2021 as set forth below.
| Name | Title | |
Robert A. Bradway | Chief Executive Officer and President | |
Murdo Gordon | Executive Vice President, Global Commercial Operations | |
David M. Reese | Executive Vice President, Research and Development | |
Peter H. Griffith | Executive Vice President and Chief Financial Officer | |
Esteban Santos | Executive Vice President, Operations | |
Our strategy includes a series of integrated activities designed to strengthen our long-term competitive position in the industry. Select 2019 activitySuccessful strategy requires constant rebalancing of resource allocation across the short-, medium- and long-term.
How Our Board Oversees Our Strategy
Our Board of Directors, or Board, possesses a deep and broad set of skills and experiences that supports the executionfacilitate strong oversight of our strategic prioritiesdirection. Annually, our Board engages in a dedicated strategy session focused on a comprehensive review of our strategy and deliverygoals for the business for the short-, medium-, and long-term. The Company’s management is then charged with executing on the business strategy as
informed by the Board’s review. Throughout the course of the year, the Board and its committees receive from management in-depth reviews of key topics and developments for our business and its strategy, reports on our business performance are summarized belowrelative to our strategy, and discussed further in the following pages.our enterprise level risks and risk mitigation activities.
Strategic Priorities
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ï 20202022 Proxy Statement 3941
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Compensation Discussion and Analysis
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2021 Activities Supporting Execution of Our Strategy
Select 2021 activities that support the execution of our strategic priorities and delivery of performance are summarized below and discussed further in the following pages.
| Strategic Priorities | Importance | Select 2021 Activities | ||
Internal and External Innovation | Innovation is at the core of our strategy. Our focus on developing innovative medicines to address important unmet needs guides how we allocate resources across internal and external program possibilities. This results in a productive balance of internal development and external programs and collaborations reflected in our current product portfolio and pipeline. | • Launched: – LUMAKRAS® for the treatment of advanced non-small cell lung cancer; – TEZSPIRE™(1) for the treatment of severe asthma (based on our December 2021 U.S. Food and Drug Administration, or FDA, approval); and – Otezla® for the expanded indication for the treatment of plaque psoriasis across all severities (mild, moderate, and severe). • Completed strategic business acquisitions that add innovation, including: – Five Prime Therapeutics, Inc., and bemarituzumab, a first-in-class antibody in oncology; and – Teneobio, Inc. and its proprietary bispecific and multispecific antibody technologies and portfolio of early-stage oncology assets. • Entered into a collaboration with Kyowa Kirin Co. Ltd. to develop and commercialize AMG 451, a Phase 3-ready first-in-class asset in inflammation. •Executed key clinical studies and advanced innovative first-in-class pipeline delivering positive results: – Generated data supportive of the approval of LUMAKRAS in the U.S., Canada, and Great Britain, and in the EU from the Committee for Medicinal Products for Human Use, and the submissions of TEZSPIRE and Otezla (across all severities of plaque psoriasis) to the FDA; – Advanced bemarituzumab into Phase 3; – Expanded KYPROLIS® U.S. prescribing information to include its use in combination with DARZALEX FASPRO®(2) and dexamethasone for patients with multiple myeloma at first or subsequent relapse; and –Progressed our early innovative pipeline with 7 product teams(3) formed, 4 first-in-human studies initiated, and 4 programs advanced through our early-to-late stage portal. | ||
Branded Biosimilars | Our branded biosimilars are fully integrated with, and supported by, our biologic development, manufacturing and global commercial operations capabilities. We use the same development and manufacturing processes, scientific standards, quality systems, and supply chain for our biosimilars as we do for our innovator biologics. Further, the same global commercial team members who have been talking with providers on our proprietary branded portfolio also represent our branded biosimilars. | • We have 11 biosimilars in our current portfolio, five that have been approved in the U.S., three in the EU, and three in Phase 3 development. • We have Phase 3 studies underway for: – ABP 654 (biosimilar ustekinumab (STELARA®(4))); – ABP 938 (biosimilar aflibercept (EYLEA®(5))); and – ABP 959 (biosimilar eculizumab (Soliris®(6))). • In 2021, MVASI® (biosimilar bevacizumab (Avastin®(7))) led the bevacizumab segment in the U.S., KANJINTI® (biosimilar trastuzumab (Herceptin®(7))) was the most purchased trastuzumab in the U.S., and AMGEVITA™ (biosimilar adalimumab (Humira®(8))) was the most prescribed adalimumab biosimilar in the EU. | ||
Global Impact | We are leveraging our global presence to serve patients and customers globally and international expansion is an important part of our growth strategy. Amgen medicines are available to patients in approximately 100 countries worldwide. | • In fast growing markets in Asia, we continue to expand our presence: – In China, we received approval for Otezla in mild-to-moderate psoriasis, Repatha® was added to the National Reimbursement Drug List, and we currently have five additional marketed products (XGEVA®, KYPROLIS, BLINCYTO®, Repatha, and Prolia®); and – In Japan, based on our 2021 filing, we received approval for LUMAKRAS in January 2022, and have five marketed products (BLINCYTO, EVENITY®, Repatha, Aimovig®, and Otezla). | ||
| (1) | Being developed in collaboration with AstraZeneca plc. |
| (2) | DARZALEX FASPRO is a registered trademark of Janssen Biotech, Inc. |
| (3) | Formed when a molecule has been judged to have the potential to be safe and effective in humans. |
| (4) | STELARA is a registered trademark of Janssen Biotech, Inc. |
| (5) | EYLEA is a registered trademark of Regeneron Pharmaceuticals, Inc. |
| (6) | Soliris is a registered trademark of Alexion Pharmaceuticals, Inc. |
| (7) | Avastin and Herceptin are registered trademarks of Genentech, Inc. |
| (8) | Humira is a registered trademark of AbbVie Inc. |
42 ï 2022 Proxy Statement
Compensation Discussion and Analysis |
| Strategic Priorities | Importance | Select 2021 Activities | ||
Manufacturing Excellence | Smaller footprint, highly resource efficient biomanufacturing plants reduce environmental impact, including reducing consumption of water and energy and lower levels of carbon emissions. They also can be built in less time than traditional plants and have lower operating costs. | • Our latest U.S. biomanufacturing plant featuring innovative technologies in Rhode Island received FDA approval in January 2022, expanding our manufacturing capacity while also delivering environmental and cost efficiencies. • We announced plans to invest approximately $1B to build two additional U.S. plants (in Ohio and North Carolina) featuring innovative technologies that support our 2027 environmental targets (including carbon neutrality(1)), and that will bring hundreds of jobs to the regions and expand our access to diverse talent. | ||
Continuous Improvement | We prioritize continuous operating improvements to fund innovation. We have embarked on a digital transformation journey to advance modalities and technology platforms and our better understanding of biology to work to achieve maximum efficiencies and drive innovation. | • We invested in information technology platforms, and established a Company-wide digital transformationgoal to focus on process simplification, automation,andinnovation to further enable speed andefficiencies in our research, development, and global commercial operations. | ||
Return of Capital | Our strong cash flows and balance sheet allow us to make substantial investments for long-term growth. We also recognize that stockholders who support investment in developing innovative medicines require an appropriate return on the capital they commit to Amgen. | •Invested in excess of $8.2B for long-term growth: – $4.8B in research and development; – $2.5Bin acquisitions; and – $880Mincapital expenditures, including investments in manufacturing sites that support our environmental goals. • Returned $9 billion of capital to stockholders: – $4B of dividends paid ($1.76 per share per quarter, a 10% per share dividend increase over 2020); and – $5B in share repurchases. | ||
Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance
Consistent with our commitment to the long-term and our mission to serve patients, we are focused on building a sustainable business. To that end, our environmental sustainability, social responsibility, and corporate governance (ESG) activities are integrated into our execution of our strategic priorities and our business pursuits and overseen by our Board.
Our 2027 environmental sustainability plan features ambitious targets on carbon emissions, water conservation and waste reductions. The plan, our third since 2007, includes a goal of achieving carbon neutrality(1) in our operations by 2027. The plan also includes goals to reduce water use by 40% and waste disposed by 75%.(1) To build the infrastructure to support achievement of our 2027 environmental sustainability plan and further embed diversity, a sense of belonging, and inclusion into our culture, in March 2021, our Compensation and Management Development Committee, or Compensation Committee, added an ESG goal to our 2021 Company performance goals for our annual cash incentive plan focused on two areas: an environmental goal and social responsibility goal.
The environmental goal required development of annual auditable conservation targets, governance bodies, teams, and processes to oversee activities to deliver on such targets.
The social responsibility goal required development of action plans by leaders at executive director levels and above to establish, document, and execute diversity, inclusion, and belonging action plans in 2021 to continue to enhance the diversity and inclusivity of our culture.
For additional discussion, please see “Aligning Pay With Performance” and “Executing on Our Strategic Priorities While Navigating the Impact of the COVID-19 Pandemic—2021 Annual Cash Incentive Plan,” and “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards—2021 Company Performance Goals” below. A full description of our ESG efforts can be found in the “Corporate Governance” section, including the subsection “—Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management.”
| (1) | Carbon neutrality goal refers to Scope 1 and 2. Reductions take into account only verified reduction projections, do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |
ï 2022 Proxy Statement43
Compensation Discussion and Analysis |
| Our Compensation |
What we do
| ✓ | Majority of compensation is performance based: A substantial majority of NEO compensation is performance based andat-risk. |
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Clawback |
| ✓ | Recoupment Provisions for Misconduct: Our recoupment mechanisms include: |
| ✓ | Cash Incentive Compensation Plan Recoupment Provisions: Recoupment provisions applicable to all staff members that expressly allow the Compensation Committee to determine that annual cash incentive awards are not earned fully, or in part, where such employee has engaged in misconduct that causes serious financial or reputational damage to the Company. |
| ✓ | Equity Recoupment Policy: The Compensation Committee has adopted a policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) should an executive officer be terminated for engaging in misconduct that caused serious financial or reputational damage to the Company. |
| ✓ | Robust stock ownership and retention guidelines: We have a six times base salary ownership requirement for our Chief Executive Officer, or CEO. Our Executive Vice Presidents and Senior Vice Presidents have three times and two times base salary ownership requirements, respectively. Officers are required to hold shares of our Common Stock acquired through the vesting of restricted stock units, or RSUs, the payout of performance units, or the exercise of stock options until they have reached the required stock ownership level. Compliance with this policy is assessed annually and all executive officers, including our NEOs, who were expected to meet such guidelines by December 31, |
| ✓ | Minimum vesting periods: Our equity incentive plan provides that our equity awards are subject to a minimum vesting period of no less than one year |
| ✓ | Performance-based equity: Our LTI equity award grants are primarily (80%) performance-based, with 50% in the form of three-year performance units. |
| ✓ | Independent compensation consultant: The Compensation Committee retained and sought advice from Frederic W. Cook & Co., or FW Cook, to assist the Compensation Committee in its review and determination of executive compensation. |
| ✓ | Amgen Values:The Amgen Values overlay our Company performance goals and the Compensation Committee assesses each NEO’s annual compensation, including the annual incentive award, based on compliance with these internal standards. |
| ✓ | EEO-1 Disclosure: To enhance transparency around the composition of our workforce, we disclose our annual Consolidated EEO-1 Report(1) after our submission of the report to the U.S. Equal Employment Opportunity Commission. |
What we don’t do
| No alterations to our established goals to respond to changing business conditions (for example, we have not made any changes to established goals in response to the occurrence or challenges of the pandemic). | |
× | No hedging or pledging: With respect to our Common Stock, all of our staff members and Board members are prohibited from engaging in short sales, purchasing or pledging our Common Stock on margin(2), or entering into any hedging, derivative, or similar transactions.
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| Nore-pricing or backdating:We have strong LTI equity award plans and policies that prohibitre-pricing or backdating of equity awards.
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| No taxgross-ups: We do not provide taxgross-ups, except for business-related payments such as reimbursement of certain relocation expenses on behalf of newly hired and current executives who agree to relocate to work on the Company’s behalf.
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| No single-trigger and nogross-ups in the event of a change of control: We do not have “single-trigger” equity vesting acceleration upon a change of control for RSUs and stock options and do not provide taxgross-ups on change of control payments.
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| No excessive perks:Our perquisites are limited to those with a clear business-related rationale.
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| No employment agreements: We do not have employment contracts or guaranteed bonuses, other than in countries where they are required by law.
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| No dividends paid on unvested equity: Dividends equivalents accrue on our performance units and RSUs, but are paid out in shares of our Common Stock only when, and to the extent that, the underlying award is earned and vested. Stock options do not have dividend equivalent rights.
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| No defined benefit pension or supplemental executive retirement plan (SERP) benefits or “above market” interest on deferred compensation.
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| (1) | Beginning with our Consolidated EEO-1 Report filed in 2021. |
| (2) | With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |
4044 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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Executing on Our Strategic Priorities While Navigating the Impact of the COVID-19 Pandemic
Ongoing Impact of the COVID-19 Pandemic
Since the onset of the pandemic in 2020, we have remained focused on our strategic priorities and our values while closely managing the effects of the COVID-19 pandemic on our global operations. We continue to take appropriate steps to minimize risks to our employees, a significant number of whom have continued to work virtually. Staff member access to our facilities has been in accordance with applicable government health and safety protocols and guidance issued in response to the COVID-19 pandemic and in 2021 we required staff members in the U.S. and Puerto Rico to be fully vaccinated against COVID-19.(1)To date, our remote working arrangements have not significantly affected our ability to maintain critical business operations, and we have not experienced disruptions to or shortages of our supply of medicines.
Since the beginning of the pandemic, we have seen changes in patient visits to doctors’ offices that have impacted providing treatments to existing patients and reduced diagnoses in new patients. Through 2021, while there has been gradual recovery in both patient visits and diagnoses, overall these have remained below pre-COVID levels. The cumulative decrease in diagnoses over the course of the pandemic has suppressed the volume of new patients starting treatment, impacting our revenues and business for 2021. We are closely monitoring the effects of the emerging COVID-19 variants on patient behavior and access.
With respect to our drug development activities, we are continuously monitoring COVID-19 infection rates, including change from new variants, and working to mitigate effects on future study enrollment in our clinical trials and evaluating the impact in all countries where clinical trials occur. We remain focused on supporting our active clinical sites in their providing care for patients and in our providing investigational drug supply.
Amgen’s Response to the COVID-19 Pandemic As a leading global healthcare company and responsible corporate citizen, in 2021 we prioritized: • Ensuring the safety and well-being of our employees around the world; • Contributing to the fight against COVID-19, including manufacturing COVID-19 antibody material with Eli Lilly & Company; • Continuing to serve patients – both those currently on Amgen medicines and those who stand to benefit from potential new medicines in our pipeline; and • Helping in the communities where we live and work. |
We established the goals for our annual cash incentive award and LTI equity award programs in March 2021. Since then, we have not made any changes to these goals in response to the challenges of the pandemic.
Aligning Pay With Performance and Execution of Our Strategic Priorities
A substantial majority of each NEO’s compensation is “at risk” and earned based on our execution of our strategy and performance. Our annual cash and long-term equity incentive programs promote focus on activities supporting the execution of our strategic priorities as well as near- andnear-and long-term stockholder value creation. This incentivecreation with compensation is earned based on our financial, operating, and stock price performance. In 2019, we made significant progress
Our Executive Compensation Objectives
Our executive compensation program is designed to achieve the following objectives:
Pay for performance in a manner that strongly aligns with stockholder interests by rewarding both our short- and long-term performance.
Drive our business strategy by positioning our staff to execute on our strategic priorities in the near- and longer-term.
Attract, motivate, and retain the highest level of talent by providing competitive compensation, consistent with their roles and responsibilities, our success, and their contributions to this success.
Mitigate compensation risk by maintaining pay practices that reward actions and outcomes consistent with the sound operation of our Company and with the creation of long-term stockholder value.
Consider all Amgen staff members in the design of our executive compensation programs, to ensure a consistent approach that encourages and rewards all staff members who contribute to our success.
Our 2021 Performance
Despite the ongoing impact of the pandemic, we have delivered strong performance goalsin 2021. We advanced our innovative pipeline, launched new products, completed several strategic transactions to augment our pipeline and research capabilities, and continued to provide uninterrupted supply of our medicines globally. We accomplished these objectives while maintaining a strategic and disciplined approach to capital allocation and advancing our strategic priorities, facilitating execution of our strategy and mission to serve patients.ESG efforts.
We delivered a one year total shareholder return, or TSR, of 28%. As depicted below, we outperformed our peer group average TSR for each of the
| (1) | This vaccination requirement did not apply to staff who were unable to receive a COVID-19 vaccine because of qualifying medical or religious reasons. |
one-,ï three-, and five-year periods, and strongly outperformed the Standard and Poor’s 500 Index, or S&P 500, TSR for the three-year period. 2022 Proxy Statement45
Compensation Discussion and Analysis |
Our strong cash flows and balance sheet allowed continuedfor significant investment in 2021 for long-term growth in 2019 through internal research and development, strategic business acquisitions and collaborations, and capital expenditures, and external business development transactions (including the acquisition of Otezla and our equity stake in BeiGene),projects, while simultaneously providing substantial returns to stockholders.
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In 2019, whileinvesting $4.1 billion in research and development,$618 million in capital expenditures, and$13.6 billion in acquisitions, we also allocated$11.2 billion of capital for return to our stockholders ($7.7 billion in stock repurchases and $3.5 billion of dividends)
We increased our quarterly dividend per share 10% over 20182020 (to $1.45$1.76 per share per quarter for 2019)2021). Our annualized dividend per share has increased 418%529% since the inception of our dividend in 2011.
Annual Dividend Increases
Depicted below is our one-year, three-year, five-year, and 10-year total shareholder return, or TSR, for the period ending December 31, 2021. As shown, we delivered long-term shareholder value and returns with ten-year TSR of 348%, outperforming our peer group in this period.
Total Shareholder Return
ï 2020 Proxy Statement 41
2021 Annual Cash Incentive Plan
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Earned amounts from our 2019 annual cash incentive compensation program are tied directly to our performance based onpre-established financial and operating performance goals designed to drive execution of our strategic priorities.
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1. Financial Performance | ||||||
Revenues Target $22.1B Results $23.4B
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30%
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177%
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Non-GAAP Net Income(1) Target $8.2B Results $9.0B
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30%
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168%
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2. Progress Innovative Pipeline
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Advance Early Pipeline
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10% |
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100% | ||
Execute Key Clinical Studies and Regulatory Filings
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20%
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80%
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3. Deliver Annual Priorities
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Execute Critical Launches and Long-Term Commercial Objectives
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5%
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77%
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Achieve Productivity Objectives
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5%
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107%
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Final Score
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Achieved 138.9%
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| Goal | Weighting | % of Target Earned | Weighted Score Achieved(1) | |||||||
| 1. Financial Performance |
| 62.1% | ||||||||
a. Revenues Target $26.227B Results $25.979B | 30% | 87.6% | ||||||||
b. Non-GAAP Net Income(2) Target $9.515B Results $9.797B | 30% | 119.5% | ||||||||
| 2. Progress Innovative Pipeline |
| 53.6% | ||||||||
a. Advance Early Pipeline | 10% | 200.0% | ||||||||
b. Execute Key Clinical Studies and Regulatory Filings | 20% | 167.9% | ||||||||
| 3. Deliver Annual Priorities |
| 21.0% | ||||||||
a. Environmental, Social, and Governance | 5% | 195.8% | ||||||||
b. Digital Transformation | 5% | 225.0% | ||||||||
| Final Score | 136.8% | |||||||||
1. Our financialWe delivered strong performance was strong in a year of transition.
In March 2019, when we established our 2019 performance goals, we expected to drive volume growth in our newer products, but we also anticipated substantial competition against our legacy products due to patent expiries that would more than offset newer product sales growth. Our early 2019 investor guidance also reflected this anticipated competitive intensity.
In 2019, we grew product volumes by 3% globally. And, despitewhile navigating the anticipated competitive headwinds, we outperformed our budgeted financial targets and exceeded our original guidance as we retained more of our legacy product sales than expected, drove our newer product volume growth, and added Otezla to our product portfolio.
Our 2019 revenues benefited from volume-driven growth from a number of our newer innovative medicines that grew units double digit or better, including Repatha®, Parsabiv®, BLINCYTO, Aimovig®(2), and Prolia®. Overall 2019 revenues decreased 2% to $23.4 billion reflecting
theongoing impact of biosimilar and generic competition against our mature products. Lower product sales were affected by lower net selling price, offset partially by higher unit demand.
Ournon-GAAP net income performance also benefited from our success in retaining more of our mature product sales, driving unit growth of our newer products, and the favorable productivity savings resulting from our strong performance of our “Achieve Productivity Objectives” annual goal discussed further below.
2. We progressed our pipeline(3).pandemic.
2019 Pipeline Launches.(a) Revenues and (b) non-GAAP net income
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In 2019,Despite the ongoing impact of the pandemic, we advancedhave delivered strong performance in 2021. Our rigorous revenue goal was established based on our guidance issued in early 2021 (between $25.8 and $26.6 billion) with our target goal exceeding our 2020 actual revenues. However, the cumulative decrease in patient visits and diagnoses over the course of the pandemic has suppressed the number of new patients starting treatment during 2020, affecting 2021 sales growth. Further, through 2021, while there has been gradual recovery in both patient visits and diagnoses, overall these have remained below pre-COVID levels. As a consequence, we did not achieve target performance for our revenue goal.
Our non-GAAP net income target was correlated to the midpoint of our early pipeline2021 non-GAAP EPS guidance and executed key clinical studiesincluded increased research and regulatory filings.
We generated eight new product teams (formed whendevelopment investment to support our longer-term performance. However, as a molecule has been judged to have the potential to be safe and effective in humans).
We initiated sevenfirst-in-human studies.
We advanced four programs through theearly-to-late stage portal (the period covering Phase 2 through Phase 3).
Oncology:
We advancedresult of, among other things, ourearly oncology programs with approximately 17 individual therapeutics in development.Early data readouts from disciplined operating expense management, we exceeded this pipeline have been promising, including forAMG 510target.
| (1) | Percentages do not total to final score due to rounding. |
| (2) | Non-Generally Accepted Accounting Principles, ornon-GAAP, net income for purposes of the |
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4246 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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2. We progressed our pipeline(1)while navigating the ongoing impact of the pandemic. a. Early pipeline While monitoring and actively managing the challenges of the impact of COVID-19 to our clinical trials activities discussed earlier, we advanced our early pipeline: We generated seven new product teams (formed when a molecule has been judged to have the potential to be safe and effective in humans), including for product candidates being studied in oncology, cardiovascular disease, and inflammation. We initiated four first-in-human studies, including for product candidates being studied in solid tumors (including non-small cell lung cancer, mesothelioma, pancreatic cancer, and ovarian cancer), neuroendocrine prostate cancer, nonalcoholic steatohepatitis (NASH), and multiple myeloma. We advanced four programs in our early-to-late portal or commit to registrational studies portal. b. Key clinical studies and regulatory filings Despite the ongoing impact of the pandemic, we made progress on our key clinical studies and regulatory filings in 2021. |
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In connection with our 2021 acquisition of Five Prime Therapeutics, we acquired marketed oncology therapeuticsbemarituzumab, we invested in studies that expanded treatment options for patients:a first-in-class anti-fibroblast growth
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Our 2021 acquisition of Cardiovascular Disease:Teneobio, that includes a Phase 1 bispecific antibody for patients with advanced prostate cancer, proprietary bispecific and multispecific antibody technologies, and a portfolio of early-stage oncology assets, meaningfully adds to our pipeline capabilities in the oncology therapeutic area.
We launchedRepatha® in China as the first PCSK9 inhibitor for adults with established atherosclerotic cardiovascular disease to reduce the risk of myocardial infarction, stroke, and coronary revascularization.
In December 2021, the FDA approved the expansion of Inflammatory Disease:KYPROLIS U.S. prescribing information to include its use in combination with DARZALEX FASPRO and dexamethasone for patients with multiple myeloma at first or subsequent relapse.
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| • |
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For Bone Health:Otezla
Received approval forEVENITY in the European Union(our medicine approved for the treatment of severe osteoporosismoderate-to-severe plaque psoriasis in postmenopausal women at high risk of fracture.
3. We deliveredthe U.S.), based on our annual priorities.successful execution of the ADVANCE study, at the end of 2021 we received a label expansion from the FDA that allows Otezla to be used in the treatment of plaque psoriasis across all severities (including mild, moderate, and severe).
We executed on our critical launchesentered into a collaboration with Kyowa Kirin Co. Ltd. to develop and long-term commercial objectives.commercialize AMG 451
As discussed above, our revenues benefited from volume-driven growth from, a numberPhase 3-ready first-in-class asset in development for the treatment of our newer innovative medicines, including those medicines that were the focus of our annual priorities to execute critical launches:
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Aimovigworldwide sales increased 157%atopic dermatitis, with potential in 2019.other autoimmune diseases.
RepathaABP 654 (biosimilar ustekinumab (STELARA)), a monoclonal antibody that inhibits IL-12 worldwide sales increased 20% in 2019. Given the gravity of the impact of cardiovascular disease, we took significant actions to address access challenges for patients who would benefit from Repatha, including:and IL-23, advanced into Phase 3 development.
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We achieved our productivity objectives.
We began realizing the benefit of the productivity initiatives embedded in our business. In 2019, as a result of our focus on productivity to support continued reinvestment opportunities, we achieved gross savings of approximately $286 million. Part of these savings have been invested into our research and development activities. We expect savings from these productivity initiatives will continue to contribute to funding strategic growth investments, such as investment in our early oncology programs.
We delivered on additional strategic priorities.
In 2019, in addition to launching Repatha as our first product in China, we made significant progress in expanding our presence in China and Japan, the second and third largest pharmaceutical markets, respectively.
| (1) |
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| (3) | The Orphan Drug Designation program provides orphan status to drugs and biologics intended for the treatment, prevention, or diagnosis of a rare disease or condition. |
ï 20202022 Proxy Statement 4347
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Compensation Discussion and Analysis
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Cardiovascular: |
We entered intoFor Olpasiran (AMG 890, a strategic collaboration with BeiGene Ltd. to collaboratesmall interfering RNA (siRNA) that lowers lipoprotein(a) being investigated for the treatment of atherosclerotic cardiovascular disease), we executed on the commercialization of XGEVA, KYPROLIS, and BLINCYTO in China and the global development and commercialization of 20 Amgen oncology pipeline products.key clinical milestones for a Phase 2b study.
With EVENITY,For Repatha (our medicine approved to help patients lower bad cholesterol and reduce their risks of heart attack and stroke), we realizedexecuted on key clinical milestones for VESALIUS-CV, a large Phase 3 cardiovascular outcomes study of patients with high cardiovascular risk without prior myocardial infarction or stroke.
3. We delivered on our third product approval in three years in Japan through our Amgen Astellas BioPharma K.K. joint venture.
We executed our first biosimilar launch in the Asia-Pacific region with the launch of MVASI in Thailand. This was also the fourth biosimilar launch for Amgen globally.
We acquired Otezla, with approvals around the world, providing an attractive international growth opportunity.
In 2019, we successfully operated our next-generation manufacturing facility in Singapore and continued to work on the construction of our U.S. facility in Rhode Island.annual priorities.
a. We successfully delivered on our environmental, social, and governance goal. |
To support our environmental sustainability 2027 targets, we established a Company-wide environmental goal to develop additional processes and capabilities in this area and successfully delivered, on an accelerated basis, the following tools, governance, and resources:
| – | Annual auditable and verifiable conservation targets for the years 2021-2027; |
| – | Governance bodies and processes approved and established to oversee, develop, execute, and monitor these annual targets; and |
| – | Teams assembled and operating in accordance with charters approved by the governance bodies to further support activities necessary to achieve the conservation targets. |
Our Environmental Sustainability 2027 Targets • Achieve carbon neutrality;(1) • Reduce water consumed by 40%;(1) and • Reduce waste disposed by 75%.(1) | ||||
To tangibly deepen and drive the Company’s diversity, inclusion and belonging activities enterprise-wide and actively communicate our culture of belonging to all staff, we established a diversity, inclusion, and belonging goal for all leaders at executive director levels and above to establish, document, and execute diversity, inclusion, and belonging action plans and over 80% of our leaders delivered and executed on such plans in 2021.
b. We successfully achieved our digital transformation goal. |
To drive further efficiencies and speed throughout the drug discovery, development, manufacturing, and marketing efforts, we established a digital transformation goal to leverage digitization across our infrastructure and operations. For 2021, each function was challenged to establish digital value creation roadmaps to navigate and monitor the progress of its
digital transformation journey to support greater efficiency and speed in its activities and operations. Eight value creation roadmaps across our operations were established in 2021 with governance activities to simplify and automate our approach to our business as we work towards achieving maximum effectiveness and enable speed.
We delivered on additional strategic priorities.
| • We have successfully operated our manufacturing facility employing a smaller footprint and reduced environmental impact |
in Singapore since its licensure in 2017. This success, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in the U.S. in Rhode Island. These biomanufacturing plants have a smaller manufacturing footprint and reduce environmental impact, including reducing consumption of water and energy and lower levels of carbon emissions. They also can be built in less time than traditional plants and have lower operating costs.
| • | U.S. Biomanufacturing Facility. Our Rhode Island |
| • | Investment in Two Additional U.S. Facilities. In 2021, we announced our plans to invest approximately $1 billion to build two new environmentally friendly U.S. facilities to meet the demands for our medicines. |
| – | Product assembly and packaging plant in Ohio and multi-product drug substance manufacturing plant in North Carolina. |
| – | Both facilities will |
| • Our branded biosimilars are fully integrated with, and supported by, our biologic development, manufacturing and global commercial operations capabilities. |
| – | We use the same development and manufacturing processes, scientific standards, quality systems, and supply chain for our biosimilars as we do for our innovator biologics. |
| – | The same global commercial team members who have been talking with providers on our proprietary branded portfolio also represent our branded biosimilars beginning at launch and are able to help providers and patients with the transition from a branded product to a biosimilar. |
| (1) | Carbon neutrality goal refers to Scope 1 and 2 emissions. Reductions take into account only verified reduction projections, and do not take into account changes associated with the contraction or expansion of the Company and are measured against a 2019 baseline. |
48 ï 2022 Proxy Statement
Compensation Discussion and Analysis |
With our high quality branded biosimilars, we provide expanded access to important medicines for patients, offering more affordable options, and deliver volume-based sales in our therapeutic areas.
We have 11 biosimilars in our current portfolio, five that have been approved in the U.S., three in the EU, and three in Phase 3 development.
Performance Under Our Long-Term Incentive Program
Pay delivery from ourOur LTI compensation plan is tied directly to our stock performance and key annual operational metrics and aligns with long-term value creation for our stockholders.
80% of our annual LTI equity award grants are performance-based, aligning compensation with long-term value creation for our
stockholders. Three-year performancePerformance units comprise 50% of our annual LTI equity award grants. The goal design and all measurement targets are established at the beginning of theeach three-year performance period and, for the 2017-20192019-2021 performance period, were earned based on our performance as measured against thesepre-established annual targets for the three equally weightednon-GAAP operating measures of earnings per share, or EPS, growth operating margin, and operating expense (in 2017 and 2018) and EPS growth, operating margin, and return on invested capital, or ROIC, (for 2019). Thesewith a TSR modifier of +non-GAAP/-30 operating measurespercentage points. ROIC was included as a
measure and rigorous targets were chosenset to drivereflect our ongoing focus on remaining operationally disciplined in our management of our capital. However, during this performance in alignment with,period, we took advantage of several important acquisition opportunities, including Otezla, Five Prime Therapeutics, and focus our executivesTeneobio, that we believed were important to the support of the Company’s business and longer-term performance, but that would have an impact on our 2014-2018 investor commitments, which includedROIC for this performance period. As a consequence, despite our strong three-year average EPS growth operating margin improvement, and operating expense reduction through significant transformation improvement efforts. For the third year of the 2017-2019 performance period (2019), the Compensation Committee replacednon-GAAP operating expense withnon-GAAP ROIC in response to stockholder feedback, as well as our goal of delivering an efficient disciplined business model beyond 2018. At(112.4%) at the end of the 2017-20192019-2021 performance period, our performance under the three annualROIC operating measure percentagesperformance was below target (70.8%) and, when both measures were averaged, resulting inthe result was a total operating measures score of 103.7% driven by our strongnon-GAAP EPS growth over the period.91.6%.
The total operating measures score was then increased or decreased based on our relativeTarget TSR performance as compared to the companies in the S&P 500 over the three-year performance period is set at the 50th percentile relative to the Standard & Poor’s 500 Index, or S&P 500. For relative TSR performance below the 50th percentile, there is a reduction in the total percentage of performance units earned for the performance period. Our strong TSR performance ranking (77.8th percentile) relative to the TSRs of the companies in the S&P 500 for the three-year performance period ranked at the 46th percentile of S&P 500 companies and resulted in a TSR modifier for the 2017-20192019-2021 performance period of +50-4.8 percentage points andfor a payout of 153.7%86.8% of performance units granted. A detailed depiction of thisour performance under these operating measures and the resulting calculation is on the next page.
ï 2022 Proxy Statement4449
Compensation Discussion and Analysis |
2019-2021 Performance Period Goal Design and Award Calculation
All operating measures and goals were established at the beginning of the three-year performance period and no alterations were made to respond to changing business conditions (i.e., the occurrence or challenges of the pandemic).
The Compensation Committee constructed the 2019-2021 performance period (January 1, 2019 to December 31, 2021) design with two non-GAAP operating measures of EPS growth and ROIC weighted equally in each year (one-half per measure). All operating measures and goals were established at the beginning of the 2019-2021 performance period. The Compensation Committee retained the same general performance award goal design as for the 2018-2020 performance period, including the requirement that the TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero.
2021 Operating Measures and Performance for the 2019-2021 Performance Period
Non-GAAP(1) Operating Measures | Minimum (30%) | Low (90%) | Target (100%) | High (110%) | Maximum (170%) | 2021 Actual Performance | ||||||||||||||||||||||||||||
| EPS Growth ($) | 106.4% | ||||||||||||||||||||||||||||||||
≤$8.00 | $11.00 | $15.32 | $19.00 | ≥$22.00 | ||||||||||||||||||||||||||||||
($17.69 actual)
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ROIC (%) | 30.0% | |||||||||||||||||||||||||||||||||
≤27% | 33% | 41% | 49% | ≥55% | ||||||||||||||||||||||||||||||
(26.5% actual)
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68.2%
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| (1) | The non-GAAP operating measures (EPS growth and ROIC) with respect to the 2019-2021 performance period are as reported and reconciled in Appendix B, except that operating measures for 2021 performance were further adjusted to include the impacts of gains on equity investments as prescribed by the 2019-2021 performance goals document. For this purpose, non-GAAP net income was increased by $338 million, or $0.59 per share and the tax rate used to calculate ROIC was adjusted accordingly to approximately 13.1%, resulting in a 0.1% reduction in ROIC. |
| (2) | Our targets for our 2019 and 2020 performance were disclosed under the 2019-2021 performance goals in our 2020 proxy statement filed with the Securities and Exchange Commission, or SEC, on April 7, 2020 and the 2021 Proxy Statement filed with the SEC on April 6, 2021, respectively. |
| (3) | TSR Measurement Points = average daily closing price of stock for the first 20 trading days beginning on the grant date and the last 20 trading days of the performance period. |
50 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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2017-2019 Performance Period Goal
Positive 2021 Say on Pay Vote Outcome and Compensation Design and Award Calculation
All operating measures and goals were established at theChanges in Response to 2021 Stockholder Input
beginning
In 2021, we received 93% stockholder support on our say on pay advisory vote. Our directors and management recognize the benefits from robust dialogue with our stockholders and we have engaged consistently in broad, direct, governance-focused stockholder outreach since 2011. Consistent with prior years’ practices, since our 2021 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising approximately 52% of our outstanding shares. In addition to
these governance-focused outreach activities, we have more than doubled our participation in investor events and engagement sessions since 2017.
We will continue to solicit the three-year performance periodperspectives of our investors and share such perspectives with our Board. Among other topics, we invite dialogue with our stockholders regarding compensation best practices and policy issues to help inform our compensation program review process.
2019 Operating Measures
Feedback From Our Stockholders and Performance Responsive Actions Taken by Our Board
In 2021, stockholders asked questions about our response to COVID-19 and ESG issues. The predominant feedback from investors with respect to our compensation and governance practices was that they are satisfied with our compensation program and governance practices.
Stockholder feedback is delivered to our Board. We will continue to engage with our stockholders to be sure we understand and address any concerns.
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2017-2019 Operating Measures Score (Operating Measure Percentages 50 – 150% with linear
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| Operating Measure Percentages are Equally Weighted for Each of the Three Years | ||||||||
| Non-GAAP(1) Operating Measures | 2017(2) | 2018(2) | 2019 | 2017-2019 Average Operating Measures | ||||
EPS Growth ($) | 133.8% ($12.74) | 142.9% ($14.37) | 136.8% ($14.75) | 137.8% | ||||
Operating Margin (%) | 114.5% (54.2%) | 106.6% (52.5%) | 75.3% (50.0%) | 98.8% | ||||
Operating Expense Years 1 & 2 (in billions) | 107.0% ($11.04) | 50.0% ($11.91) | 74.5% | |||||
ROIC (%) Year 3 | 66.6% (30.7%) | |||||||
118.4%
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99.8%
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92.9%
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103.7%
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Expanded and enhanced a number of our disclosures, including: | ||||||||||
| – Drug pricing practices; and | |||||||||
| – Data from our annual Consolidated EEO-1 Report;(2) |
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ï 20202022 Proxy Statement 4551
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Compensation Discussion and Analysis
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Positive 2019 Say on Pay Vote Outcome and Engagement With Our Stockholders
In 2019, we received approximately 93% stockholder support on our say on pay advisory vote. We have engaged consistently in broad direct governance-focused stockholder outreach since 2011. Since our 2019 annual meeting of stockholders, in addition to outreach by our executives and Investor Relations department to our investors owning approximately 58% of our outstanding shares, we have engaged in governance-focused outreach activities and discussions with stockholders owning approximately 51% of our outstanding shares. These discussions have been valuable and informative and we will
continue to engage with our stockholders to further enhance our understanding of the perspectives of our investors.
In 2019, the predominant feedback from investors with respect to our compensation and governance practices was that they are satisfied with our compensation program and governance practices. We are pleased with our say on pay results and stockholder feedback, and will continue to engage with our stockholders to be sure we understand and address any concerns.
Long-Term Incentive Equity Award Design in 20192021
In December 20182020 and March 2019,2021, the Compensation Committee reviewed, evaluated, and established a performance award goal design for the 2019-20212021-2023 performance period (January 1, 20192021 to December 31, 2021)2023) with input from management and FW Cook, to take into accountreflect stockholder discussions with our stockholders, and to continue to drive operating performance and financial discipline. For the 2019-20212021-2023 performance period, the Compensation Committee retained the same general performance award goal design as forthat of the 2018-20202020-2022 performance period includingwith the non-GAAP operating measures of EPS and ROIC weighted equally in each year measured against targets and goals pre-established at the beginning of the three-year performance period for each year of the performance period. The Compensation Committee selected non-GAAP
EPS to drive delivery of value to stockholders and ROIC to reflect our ongoing focus on remaining operationally disciplined in our management of our capital. The Compensation Committee also retained the TSR modifier of +/-30 percentage points and the requirement that the TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. This feature providesrequirement ensures a greaterstronger tie to stockholders’ interests and investment
experience. The Compensation Committee moved to using two operating measures, retaining the twonon-GAAP operating measures of EPS growth and ROIC used for the last two years of the 2018-2020 performance period for the entire 2019-2021 performance period to continue to incentivize focus on delivering stockholder value and to emphasize our goal of remaining disciplined experience in our management of the business and use of capital, respectively. These operating measures are weighted equally(one-half per measure).a challenging market. A detailed depiction of the 2019-20212021-2023 performance period goal design can be found in “Performance Award Goal Design for the 2019-2021 Performance Period—“Elements of Compensation and Specific Compensation Decisions—2019-20212021-2023 Performance Period Goal Design and Award Calculation.”
4652 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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How Compensation Decisions Are Made For Our Named Executive Officers
Roles and Responsibilities
Compensation Committee
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• Oversees the development and effective succession planning of our CEO and other members of Senior Management.
• Evaluates the performance of our CEO within the context of the financial and operational performance of the Company. • Determines and approves compensation packages for our CEO, other NEOs, Executive Vice Presidents, Senior Vice Presidents, and Section 16 officers (collectively, “Senior Management”).
• Reviews and approves
• Oversees the Board’s relationship with, and response to, stockholders on executive compensation • Exercises the sole authority to select, retain, replace, and/or obtain advice from independent compensation consultants, legal counsel, and
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Consultant to the Compensation Committee Frederic W. Cook & Co., Inc., Independent consultant to, and retained directly by, the Compensation Committee
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• Regularly attends Compensation Committee meetings, including meeting in executive session with the Compensation Committee. • Provides advice and studies on the appropriateness and competitiveness – our compensation program relative to market practice for our NEO compensation;
programs; and
• Consults, advises, and makes recommendations, when requested, on executive compensation trends and
• Coordinates and reviews the appropriateness of market data compiled by management. • |
CEO Assisted by the Executive Vice President, Human Resources and other Company staff members |
• Conducts performance reviews of the other NEOs and makes recommendations to the Compensation Committee with respect to compensation of other members of Senior
• Provides recommendations on the development of and succession planning for the members of Senior |
Our Values
The Amgen Values,
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• Be science-based; | • Trust and respect each other; | |||||
• Compete intensely and win; | • Ensure quality; | |||||
• Create value for patients, staff, and stockholders; | • Work in teams; and | |||||
• Be ethical; | • Collaborate, communicate, and be accountable. | |||||
Annual performance reviews for all staff members are designed to weight equally what was accomplished as well as how it was accomplished in accordance with the Amgen Values | ||||||
4854 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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Use of Independent Compensation Committee Consultant
To assist the Compensation Committee in its review and determination of executive compensation, the Compensation Committee retained and sought advice from FW Cook, an independent consultant. George B. Paulin, the Chairman of FW Cook, worked directly with the Compensation Committee in the roles and undertaking the responsibilities previously described in “How Compensation Decisions Are Made For Our Named Executive Officers” and specifically in 2019 provided consultation regarding regulatory updates, selection of our peer group, consultation on market competitiveness for our LTI equity award practices, competitive practice for CEO compensation, and general market practices for NEO compensation.
During 2019, the Compensation Committee, as in past years, had responsibility for engaging FW Cook and directed the nature of the activity and interchange of data between FW Cook and management. The Company did not engage FW Cook for any other services to the Company.
Retaining and Attracting Executive Talent
The Compensation Committee recognizes the unique demands of our industry, including its complex regulatory and reimbursement environment, and the challenges of running an enterprise focused on the discovery, development, manufacture, and commercialization of innovativebiologic medicines to address serious illness. The Compensation Committee believes that these unique demands require executive talent that has significant industry experience as well as, for certain key functions, specific scientific expertise to oversee research and development activities and the complex manufacturing requirements forof biologic products. Further, the Compensation Committee believes that these very particular skills and capabilities limit the pool of talent from which we can recruit and also cause our employees to be highly valued and sought after in our industry.
Use of Independent Compensation Committee Consultant
For 2021, to assist the Compensation Committee in its review and determination of executive compensation, the Compensation Committee retained and directed the nature of the activity between FW Cook, an independent consultant, and management. George B. Paulin, the Chairman of FW Cook, worked directly with the Compensation Committee until his retirement from FW Cook in May 2021, after which
Cimi Silverberg, Managing Director of FW Cook, worked directly with the Compensation Committee in the role of its independent consultant and undertaking the responsibilities previously described in “How Compensation Decisions Are Made For Our Named Executive Officers” and, in 2021, including providing advice and consultation regarding regulatory updates, selection of our peer group, and market competitiveness of our executive compensation programs. The Company did not engage FW Cook for any other services at the Company in 2021.
On an annual basis, FW Cook reviews our peer group with the Compensation Committee to determine whether the peer group remains appropriate. In 2019,July 2021, FW Cook recommended continuingthe continued use of the objective criteria previously established and makingto make no changes to the peer group.group and that the non-U.S. peer group companies be given a lower weighting than U.S. peer group companies to recognize that the non-U.S. peers reflect differences in law and governance practices. Based, in part, on these recommendations from FW Cook, as well as a review of the objective criteria, the Compensation Committee determined that the currentthis peer group, remainedcomposed of 14 companies (nine of which are based in the U.S.) remains appropriate.
ï 20202022 Proxy Statement 4955
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Compensation Discussion and Analysis
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How We Establish Our Peer Group
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Objective Criteria Considered
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| 2021 Peer Group (Companies in blue also list Amgen as a peer)
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• GICS codes of biotechnology (352010) and pharmaceuticals (352020);
• 12-month average market capitalization between 0.25 and 4.0x that of Amgen’s average market capitalization for the same
• Trailing four-quarter revenues between 0.25 and 4.0x that of Amgen’s
• Non-U.S. peers limited to those commonly identified as a “peer of peers”;
• Competitors for executive talent;
• Companies of comparable scope and complexity;
• Competitors for equity investor capital;
• Companies that identify us as their direct peer; and
• Companies with similar pay practices. | • AbbVie Inc.
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• Biogen Inc.
• Bristol-Myers Squibb Company
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• Gilead Sciences, Inc. • GlaxoSmithKline plc
• Johnson & Johnson
• Merck & Co., Inc.
• Novartis AG
• Pfizer Inc.
• Regeneron Pharmaceuticals, Inc.
• Roche Holding AG
• Sanofi S.A. | |||||
| (1) | For purposes of the |
Market Capitalization(a) | Revenues(b) | |||||
Amgen | $ |
| $ |
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Relative Peer Group Position |
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| (a) | Represents the12-month average market capitalization as of May 31, |
| (b) | Represents revenues for the trailing four quarters ended March 31, |
Peer Group Data Sources
Our primary data sources for evaluating all elements of compensation for our CEO is data compiled by FW Cook from SEC filings of our peer group, including for the 25th, 50th, and 75th percentiles of the specific compensation elements paid to CEOs in our peer group. For our other NEOs, our primary data sources for evaluating all elements of compensation are the Willis Towers Watson Pharmaceutical Human Resources Association Executive Compensation Survey, or PHRAPHS Survey, which provides peer company data, augmented by the available data from proxy statements filed with the SEC for companies in our peer group. TheOur Executive Vice President, Global Commercial Operations role is well-matched in the PHRAPHS Survey. However, thethis role
is not consistently well-represented in the peer group proxy statements and, as a result, to reflect the scope and criticality of the role, is instead benchmarked to the second highest paid named executive officersofficer in such filings.
Further, as a result of our single business unit structure, our Executive Vice President, Operations role is not well-matched in either the PHS Survey or the peer group proxy statements as this role at our Company oversees a significantly broader scope of responsibilities. Due to this lack of comparability, the compensation for our Executive Vice President, Operations is compared to that of our other Executive Vice President roles that are generally similar in size and scope. Based on this data (to the extent applicable), the Compensation Committee is presented with a comparison of each NEO on a position or pay rank basis with an analysis of each element of direct compensation for such NEO at the 50th and 75th percentile of the peer group. Because PHRAPHS Survey and proxy statement data is only available for the previous calendar year, consistent with generally accepted practice, base pay data is aged forward to the current year based on expected salary movement. Annual cash incentive award and LTI equity award market data are not adjusted for aging.
The “Market Median” is determined for our CEO and our other NEOs based on the prior year’s compensation and is reviewed by the Compensation Committee to inform compensation decisions made in March of each year as follows:
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5056 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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The “Market Median,” as applicable, is determined for our CEO and our other NEOs based on the prior year’s compensation and is reviewed by the Compensation Committee to inform compensation decisions made in March of each year as follows:
Market Median | ||||||
CEO (compiled by FW Cook) | Other NEOs | |||||
• 50th percentile of each compensation element paid to CEOs in our peer group in the previous year as reported in applicable proxy statements. | • Average of the 50th percentile of each compensation element of our peer group from the PHS Survey and proxy statements for the previous year (with base pay data aged forward to the current year) modified for the Executive Vice President, Global Commercial Operations and Executive Vice President, Operations roles as described above. | |||||
Elements of Compensation and Specific Compensation Decisions
Described below are our three primary elements of executive compensation in order of magnitude: LTI equity awards; annual cash incentive awards; and base salaries.
Long-Term Incentive Equity Awards
Our compensation program aims to achieve the appropriate balance of compensation elements relative to the responsibilities of our staff members, with the result that the largest proportion of compensation for our CEO and the other NEOs is in the form of LTI equity awards that are risk-based and closely aligned with the creation of long-term stockholder value. For 2019,2021, equity-based compensation represents 78%79% of our CEO’s target compensation and 65%69% of target compensation for our other NEOs, and 50% of annual equity awards are in the form of long-term performance units. In addition, while being mindful of stockholder dilution (see below), we also grant LTI equity awards each year to nearly all of our staff members worldwide to increase staff awareness of how our performance impacts stockholder value. We believe that our practice of granting equity-based compensation broadly has been a significant factor in advancing our strategic priorities by aligning all of our staff members’ (including our NEOs’) interests with those of our stockholders, rewarding execution of our strategy, fostering long-term focus, and enhancing retention.
We Continue to Exercise Discipline in the Grant of Long-Term Incentive Equity Awards—Monitoring Dilution and Annual Equity Usage
Our Compensation Committee balances the use of equity to align staff members with our stockholders while striving to limit stockholder dilution to that amount which investors would expect to experience with members of our peer group. Annually, LTI equity award grant guidelines are established for each Company job level targeting the 50th percentile of our peer group for levels for which equity data is broadly available, setting an annual LTI equity award budget at approximately the 50th percentile of our peer group, and reviewing the Shareholder Value Transfer (SVT) associated with the proposed aggregate LTI equity award grants to ensure that our SVT is aligned with our peer group practices. (For certain lower job levels where data is not as comprehensive, we have developed guidelines that trendin-line with
available data and consider internal equity.) As illustrated, the resulting dilutive effect has been maintained at a generally trended downward.consistent level over the past seven years after being significantly reduced between 2012 and 2015.
Amgen Ten Year Outstanding Potential Dilution (% Shares Outstanding)
ï 2022 Proxy Statement57
Compensation Discussion and Analysis |
Long-Term Incentive Equity Award Mix
As part of its annual evaluation of our LTI equity award practices, the Compensation Committee reviewed our LTI equity award mix with FW Cook and elected to maintain the previous year’s LTI equity award allocation for 20192021 given itspay-for-performance alignment. As such, 80% of our annual equity award value continued to be delivered as performance-based LTI equity awards consisting of performance units (50%) and stock options (30%). Time-vested RSUs, designed to foster retention, continued to comprise the remaining 20% of equity value. Both our stock options and RSUs generally vest over four years (with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date). The delay in the commencement of vesting furthers the longer-term performance emphasis of our LTI equity award program and enhances retention.
LTI Equity Award Allocation
Performance Units 50% Stock Options 30% (earned at the end of a three-year performance period) RSUs 20%
ï 2020 Proxy Statement 51
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Value of 20192021 Annual Long-Term Incentive Equity Awards
Based on a review of Company and executive performance and market data, the Compensation Committee determined to grant the following annual LTI equity award grant values to our CEO and the other NEOs in March 2019,2021, with an effective grant date of May 3, 2019,April 30, 2021, the third business day after the announcement of our first quarter 20192021 earnings results. (For more information regarding the determination of the Market Median, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously discussed.)results in accordance with our equity grant policy.
| Named Executive Officer | Performance Units(1) ($) | Stock Options ($) | Restricted Stock Units ($) | Total Equity Value Granted ($) | 2018 Market Median ($) | Difference vs. Market Median Over/ (Under) (%) | Performance Units(1) ($) | Stock Options ($) | Restricted Stock Units ($) | Total Equity Value Granted ($) | 2020 Market Median(2) ($) | Difference vs. Market Median Over/(Under) (%) | ||||||||||||||||||||||||||||||||||||
Robert A. Bradway | 7,000,000 | 4,200,000 | 2,800,000 | 14,000,000 | 11,209,000 | 24.9 | 7,956,250 | 4,773,750 | 3,182,500 | 15,912,500 | 11,567,000 | 37.6 | ||||||||||||||||||||||||||||||||||||
Murdo Gordon | 2,000,000 | 1,200,000 | 800,000 | 4,000,000 | 3,918,612 | 2.1 | 2,500,000 | 1,500,000 | 1,000,000 | 5,000,000 | 3,781,204 | 32.2 | ||||||||||||||||||||||||||||||||||||
David W. Meline | 2,000,000 | 1,200,000 | 800,000 | 4,000,000 | 3,399,988 | 17.6 | ||||||||||||||||||||||||||||||||||||||||||
David M. Reese | 2,000,000 | 1,200,000 | 800,000 | 4,000,000 | 4,010,465 | (0.3) | 2,400,000 | 1,440,000 | 960,000 | 4,800,000 | 3,978,254 | 20.7 | ||||||||||||||||||||||||||||||||||||
Jonathan P. Graham(2)
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| 1,400,000
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| 840,000
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| 560,000
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| 2,800,000
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| 2,594,725
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| 7.9
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Peter Griffith | 2,000,000 | 1,200,000 | 800,000 | 4,000,000 | 3,364,661 | 18.9 | ||||||||||||||||||||||||||||||||||||||||||
Esteban Santos(3) | 2,375,000 | 1,425,000 | 950,000 | 4,750,000 | n/a | n/a | ||||||||||||||||||||||||||||||||||||||||||
| (1) | The |
| (2) | For more information regarding the determination of the Market Median, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously discussed. |
| (3) | As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Mr. |
Based on the March 2019 Compensation CommitteeCommittee’s review of the market data in March 2021, the Compensation Committee approved an increase in Mr. Bradway’s LTI equity award value from $12.5$14.4 million to $14$15.9 million to reward Mr. Bradway for strong performance and excellentrecognize his successful leadership of the Company since 2012, noting that, since 2012 Mr. Bradway’s base salary and/or total target annual cash compensation had been belowduring the Market Median, and to differentiate his pay with equity that is substantially performance-based. In making its decision, the Compensation Committee noted that, while the Market Median for CEO pay had declinedpandemic, as a result of turnover in leadership at four of our peer group companies, among continuing incumbents at our peer group companies, the Market Median increased. The March 2019 Compensation Committee reviewwell as of the market data also resulted in granting Mr. Melineaccelerated Otezla integration, the same LTI equity award value ($4 million) that he had received in 2018 in recognitionsuccessful execution of Mr. Meline’s lengthy tenure in the role of Chief Financial Officer of large public companiesBeiGene, Ltd. collaboration, and the valueadvancement of his expertise.new approaches to the business’ activities that support the long-term growth of the Company. The Compensation Committee also granted Mr. Gordon and Dr. Reeseapproved increased LTI equity award grant values offor Mr. Gordon (from $4.1 million to $5 million), Dr. Reese (from $4.1 million to $4.8 million), and Mr. Santos (from $4 million each to position$4.75 million) to recognize their successful leadership of their respective total target direct compensation closerfunctions during the
pandemic, as well as of the strong execution of the accelerated integration of Otezla in 2020 following its acquisition in late 2019, the BeiGene collaboration established in 2020, and activities to enable the Company’s long-term growth. As 2020 was Mr. Griffith’s first year in the Chief Financial Officer role, while recognizing the breadth and importance of Mr. Griffith’s contributions to the Market Median for their respective roles. Further, in continued recognition ofCompany’s performance during a global pandemic, Mr. Graham’s tenure and diversity of experience in the
role of General Counsel at other complex publicly traded companies, the Compensation Committee granted Mr. Graham the sameGriffith’s LTI equity award value ($2.8 million) that he had received in 2018.was maintained at $4 million. The Compensation Committee concluded that the LTI equity award values granted to our NEOs were appropriate because they recognize and reward strong execution by our executives with compensation that is substantially “at risk,“at-risk,” performance-based, and focused on the longer-term.
Promotion Equity Awards
Mr. Graham was promoted to Executive Vice President, General Counsel and Secretary effective October 22, 2019 to recognize the scope and impact of his service to the Company. In connection with Mr. Graham’s promotion, the Compensation Committee granted Mr. Graham a promotional RSU award on November 1, 2019 with a value of $2 million. This grant was intended to bring Mr. Graham’s 2019 annual LTI equity award grant morein-line with his role as Executive Vice President and will vest in accordance with our standard vesting schedule over four years, with no vesting in the first year and three approximately equal installments each year thereafter.longer term.
5258 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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Performance Award Program 2017-20192019-2021 Performance Period Performance Units Earned
AtFor the endlast operating year of the 2017-2019our 2019-2021 performance period, our 2021 EPS performance for eachearned 106.4% of the three annualtarget and 2021 ROIC performance earned 30% of target, resulting in 2021 performance of 68.2% of target on these non-GAAP operating measures. Our performance with respect to our non-GAAP operating measures was averaged, resultingfor each year of the performance period resulted in 137.8%100.5% earned for EPS growth, 98.8%2019, 106% earned for operating margin,2020, and 74.5%68.2% earned for operating expense and ROIC over the three-year period.2021. These threenon-GAAPannual operating measure percentagespercentage calculations were then averaged for a total operating measures score of 103.7%91.6% for the three-year performance period. Based on our strong TSR ranking of 77.8the 46th percentile relative to the TSRs of the companies in the S&P 500, the total operating measures score of 103.7%91.6% was increaseddecreased by the maximum TSR adjustment of 504.8 percentage points, to 153.7%. This actual earnedresulting in a payout of 86.8% of target performance of 153.7% forunits granted. For the 2017-20192019-2021 performance period, this payout percentage resulted in the following number of shares of Common Stock being earned. Each earned performance unit converted to one share of Common Stock upon the payout date of March 20, 2020. See18, 2022. For additional information on the specific targets and actual performance and calculation of amounts earned, see the detailed description of the 2017-20192019-2021 performance period previously discussed.discussed on page 49.
| Named Executive Officer | Performance Units Value Granted (Target) ($) | Number of Performance Units Granted (#) | Number of Shares of our Common (#) | Performance Units Value Granted (Target) ($) | Number of Performance Units Granted (#) | Number of Shares of our Common (#) | ||||||||||||||||||
Robert A. Bradway | 6,000,000 | 33,543 | 56,106 | 7,000,000 | 37,154 | 35,257 | ||||||||||||||||||
Murdo Gordon | n/a | n/a | n/a | 2,000,000 | 10,615 | 10,073 | ||||||||||||||||||
David W. Meline | 1,750,000 | 9,783 | 16,363 | |||||||||||||||||||||
David M. Reese | 400,000 | 2,236 | 3,740 | 2,000,000 | 10,615 | 10,073 | ||||||||||||||||||
Jonathan P. Graham
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| 1,250,000
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| 6,988
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| 11,688
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Peter Griffith(2) | n/a | n/a | n/a | |||||||||||||||||||||
Esteban Santos |
| 1,750,000 |
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| 9,288 |
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| 8,813 |
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| (1) | Includes dividend equivalents earned on these amounts rounded down to the nearest whole number of shares (excluding fractional shares paid in cash). |
| (2) | Mr. |
ï 20202022 Proxy Statement 5359
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Compensation Discussion and Analysis
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2018-2020
2020-2022 Performance Period Goal Design and Award Calculation
All operating measures and goals were established at the
beginning of the three-year performance period
Based on reviewperiod and deliberation in December 2017 and March 2018,no alterations were made to respond to changing business conditions (i.e., the occurrence
or challenges of the pandemic).
The Compensation Committee with input from management and FW Cook constructed the 2018-20202020-2022 performance period (January 1, 20182020 to December 31, 2020)2022) design to be similar to that ofretaining the 2017-2019same two operating measures as the 2019-2021 performance period design. All operating measures and goals were established at the beginning of the 2018-2020 performance period. For 2018, the three annualnon-GAAP operating measures established for 2018 under the 2017-2019 performance period were employed. For 2019 and 2020,non-GAAP EPS growth and ROIC two measures included among the three operating measures established for 2019 under the 2017-2019 performance period, are the operating measures under the 2018-2020 performance period.weighted equally in each year (one-half per measure) and relative TSR modifier (+/-30 percentage points). The TSR modifier was rebalanced forcannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the 2018-2020 performance period from 50 to 30 percentage points to shift the weightingis less than zero. Our performance under these operating measures for 2021 yielded 113.2% of the TSR modifier to be in greater alignment with the value of each of the operating measures. For our 2019 operating performance measures (after weighting), we performed at 110.6%.target earned.
20192021 Operating Measures and Performance for the 2020-2022 Performance Period
Non-GAAP(1) Operating Measures | Minimum (30%) | Low (65%) | Target (100%) | High (135%) | Maximum (170%) | 2019 Performance | ||||||||||||||||||||||||||||
| EPS Growth ($) | 131.8% ($14.82) | ||||||||||||||||||||||||||||||||
£$9.05 | $10.05
| $12.55 | $15.05 | ³$16.05 | ||||||||||||||||||||||||||||||
ROIC (%) | 89.5% (30.8%) | |||||||||||||||||||||||||||||||||
£26% |
28%
| 32% | 36% | ³38% | ||||||||||||||||||||||||||||||
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110.6%
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| Non-GAAP(1) Operating Measures | Minimum (30%) | Low (80%) | Target (100%) | High (120%) | Maximum (170%) | 2021 Performance | ||||||||||||||||||||||||||||
| EPS Growth ($) | 125.4% | ||||||||||||||||||||||||||||||||
≤$9.00 | $11.00 | $15.25 | $17.50 | ≥$19.25 | ||||||||||||||||||||||||||||||
($17.69 actual) | ||||||||||||||||||||||||||||||||||
ROIC(2) (%) | 100.9% | |||||||||||||||||||||||||||||||||
≤15% | 17% | 22% | 25% | ≥27% | ||||||||||||||||||||||||||||||
(22.1% actual) | ||||||||||||||||||||||||||||||||||
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113.2%
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2018-2020 Operating Measures Score (Operating Measure Percentages 30 – 170% with linear | ||||||||
Operating Measure Percentages are Equally Weighted for Each of the Three Years | ||||||||
| Non-GAAP(1) Operating Measures | 2018(2) | 2019 | 2020 | 2018-2020 Average Operating Measures | ||||
Operating Margin (%) Year 1 | 105.4% (52.6%) | TBD | ||||||
Operating Expense Year 1 (in billions) | 30.0% ($11.89) | TBD | ||||||
EPS Growth ($) Years 1, 2, and 3 | 132.7% ($14.40) | 131.8% ($14.82) | Pre-established and to be disclosed(3) | TBD | ||||
ROIC (%) Years 2 and 3 | 89.5% (30.8%) | TBD | ||||||
89.4%
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110.6%
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TBD
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TBD
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2020-2022 Operating Measures Score (Operating Measure Percentages 30 – 170% with linear
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| Operating Measure Percentages are Equally Weighted for Each of the Three Years | ||||||||
| Non-GAAP(1)(2) Operating Measures | 2020(3) | 2021 | 2022 | 2020-2022 Average Operating Measures | ||||
EPS Growth ($) | 155.7% ($16.60) | 125.4% ($17.69) |
Pre-established and to be disclosed(4) |
TBD | ||||
ROIC(2) (%) | 85.8% (20.4%) | 100.9% (22.1%) |
TBD | |||||
120.8%
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113.2%
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TBD
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TBD
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| Payout for Performance Relative to S&P 500 TSR Percentage |
Amgen TSR
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Amgen TSR = 50th percentile
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Amgen TSR
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| If Amgen’s TSR is less than 0, the relative TSR modifier can be no greater than 0% (target). |
Final 2018-20202020-2022 Performance Period Award Calculation 2018-20202020-2022 Non-GAAP(1) Average Operating Measures 2018 2019/2020 EPS Growth EPS Growth Operating Margin ROIC Operating Expense 2018-20202020-2022 Amgen Relative TSR Performance Final Payout Multiplier (0-200%) of target)
| (1) | The |
| (2) |
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| (3) | Our targets for our 2020 Performance were disclosed under the 2020-2022 Performance Goals in our 2021 Proxy Statement filed with the SEC on April 6, 2021. |
| (4) | 2022 targets arepre-established, but are not being disclosed at this time as they are competitively sensitive. |
TSR Measurement Points = |
5460 ï 20202022 Proxy Statement
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Compensation Discussion and Analysis
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2019-2021
2021-2023 Performance Period Goal Design and Award Calculation
All operating measures and goals were established at the
beginning of the three-year performance
period and no alterations were made to respond to changing business conditions (i.e., the challenges
of the pandemic).
The Compensation Committee constructed the 2019-20212021-2023 performance period (January 1, 20192021 to December 31, 2021)2023) design with the same twonon-GAAP operating measures as the 2019-2021 and 2020-2022 performance periods ofnon-GAAP EPS growth and ROIC weighted equally in each year(one-half per measure) and relative TSR modifier (+/-30 percentage points). SeeThe TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the detailed description of the 2019-2021 performance period previously discussed.is less than zero. Our performance under these operating measures for 2021 yielded 111.6% of target earned.
20192021 Operating Measures and Performance for the 2021-2023 Performance Period
Non-GAAP(1) Operating Measures | Minimum (30%) | Low (90%) | Target (100%) | High (110%) | Maximum (170%) | 2019 Performance | ||||||||||||||||||||||||||||
| EPS Growth ($) | 108.8% ($14.82) | ||||||||||||||||||||||||||||||||
£$10.00 | $12.00
| $13.45 | $15.00 | ³$17.00 | ||||||||||||||||||||||||||||||
ROIC (%) | 92.2% (30.8%) | |||||||||||||||||||||||||||||||||
£25% | 29%
| 37% | 45% | ³49% | ||||||||||||||||||||||||||||||
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100.5%
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| Non-GAAP(1) Operating Measures | Minimum (30%) | Low (80%) | Target (100%) | High (120%) | Maximum (170%) | 2021 Performance | ||||||||||||||||||||||||||||
| EPS Growth ($) | 125.5% | ||||||||||||||||||||||||||||||||
≤$14.00 | $16.00 | $16.50 | $17.00 | ≥$18.00 | ||||||||||||||||||||||||||||||
($17.11 actual) | ||||||||||||||||||||||||||||||||||
ROIC(2) (%) | 97.7% | |||||||||||||||||||||||||||||||||
≤18% | 20% | 22.5% | 24% | ≥26% | ||||||||||||||||||||||||||||||
(22.2% actual) | ||||||||||||||||||||||||||||||||||
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111.6%
| |||||||||||||||||||||||||||||||||
2019-2021 Operating Measures Score (Operating Measure Percentages 30 – 170% with linear
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Operating Measure Percentages are Equally Weighted for Each of the Three Years
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| Non-GAAP(1) Operating Measures
| 2019
| 2020
| 2021
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2019-2021
| ||||
EPS Growth ($) |
108.8% ($14.82) | Pre-established and to be disclosed(2) | TBD | |||||
ROIC(%) | 92.2% (30.8%) | TBD | ||||||
100.5%
|
TBD
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TBD
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TBD
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2021-2023 Operating Measures Score (Operating Measure Percentages 30 – 170% with linear
| ||||||||
| Operating Measure Percentages are Equally Weighted for Each of the Three Years | ||||||||
| Non-GAAP(1)(2) Operating Measures | 2021 | 2022 | 2023 | 2021-2023 Average Operating Measures | ||||
EPS Growth ($) | 125.5% ($17.11) | Pre-established and to be disclosed(3) |
TBD | |||||
| ROIC(2) (%) | 97.7% (22.2%) |
TBD | ||||||
111.6%
|
TBD
|
TBD
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TBD
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Payout for Performance Relative to S&P 500 TSR Percentage |
Amgen TSR
|
Amgen TSR = 50th percentile‡
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Amgen TSR
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| If Amgen’s TSR is less than 0, the relative TSR modifier can be no greater than 0% (target). |
Final 2019-2021
2021-2023 Performance Period Calculation 2019-20212021-2023 Non-GAAP(1) Average Operating Measures EPS Growth ROIC 2019-20212021-2023 Amgen Relative TSR Performance Final Payout Multiplier (0-200% of target)
| (1) | The |
| (2) |
|
| (3) | 2022 and 2023 targets arepre-established, but are not being disclosed at this time as they are competitively sensitive. |
TSR Measurement Points = |
ï 20202022 Proxy Statement 5561
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Compensation Discussion and Analysis
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Performance Award Goal Design for the 2020–20222022–2024 Performance Period
As part of its regular review and consideration of the performance award program, the Compensation Committee evaluated potential performance award goal designs for the 2020-20222022-2024 performance period (January 1, 20202022 to December 31, 2022)2024) with input from management and FW Cook at its December 20192021 and March 20202022 meetings. Based on such evaluations, the Compensation Committee retained the 2019-20212021-2023 performance period goalsgoal design as described previously for the 2020-2022 performance period. The operating measures ofnon-GAAP EPS and ROIC remain weighted equally in each year(one-half per measure) and are measured against targets and goalspre-established for each year of the2022-2024 performance period, at the beginning of the performance period. The Compensation Committee selectednon-GAAP EPS to measure delivery of value to stockholders, including among other things, the effectiveness of our execution of our strategic priority of “Capital Allocation and Investing for Long Term Growth” over an appropriate period. The Compensation Committee also retained the requirement that the TSR modifier could not effect a payout greater than target if our absolute TSR over the performance period was less than 0. The Compensation Committee revised the calculation ofnon-GAAP ROIC for the 2020-2022 performance period to include cash in invested capital.zero.
Dividend Equivalents
RSUs and performance units have dividend equivalent rights. Such dividend equivalents are payable only when, and to the extent that, the underlying RSUs and performance units are vested, earned, and converted to shares of Common Stock. The dividend equivalents may be paid in stock (with cash paid for fractional shares) or in cash at the Compensation Committee’s election. Stock options do not have dividend equivalent rights.
Plan Minimum Vesting Period of One Year; Actual Minimum ofGenerally Two Years
Mindful of stockholder concerns and best practices, our equity incentive plan requires that at least 95% of all equity awards, including RSUs, restricted stock, stock options, performance awards, and dividend equivalents granted to staff members (including NEOs) will be subject to a minimum vesting period of no less than one year. Our annual stock option and RSU grants generally vest over four years in
three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date. This delayed vesting schedule further underscores the long-term focus of our LTI equity award program and enhances retention of staff members.
Long-Term Incentive Equity Awards Granted to Named Executive Officers in 20202022
In March 2020,2022, the Compensation Committee reviewed the LTI equity award grant values proposed to be granted to NEOs in 2020.2022. The Compensation Committee approved an increase in Mr. Bradway’s LTI equity award from $14 million to $14.4 millionvalue of the same value ($15.9 million) for Mr. Bradway in 2022 as it approved in 2021 to recognize his
sustained and continued successful execution against the Company’s strategic priorities, while navigating the ongoing challenges of the pandemic. The Compensation Committee also maintained Mr. Gordon’s LTI equity award grant ($5 million) to recognize Mr. Gordon’s successful leadership of his function during the Company through a periodpandemic and strong execution of transformationactivities necessary to meetenable the challengesCompany’s long-term growth. The Compensation Committee approved LTI equity grant values of the evolving biopharmaceutical marketplace.$4.5 million and $4.2 million for Dr. Reese and Mr. Santos, respectively, for 2022 to recognize their successful leadership of their respective functions. The Compensation Committee approved an increase in the LTI equity award from $4 million to $4.1 million for Dr. Reese to bring Dr. Reese’s total direct compensation closer to the Market Median and to reflect the importance of his contributions to the Company since his promotion to Executive Vice President. The Compensation Committee also approved an increase in the LTI equity award from $4 million to $4.1 million for Mr. Gordon to recognize his leadership of our Commercial team through a period of transition and his positioning of our Commercial team for a period of growth. The Compensation Committee granted Mr. Graham anincreased LTI equity award grant value of $3.9for Mr. Griffith (from $4 million to position his 2020 annual$4.5 million) in recognition of comparisons to peer group proxy reporting and to align Mr. Griffith closer to the LTI equity award grantin-line with his role asvalues of other Executive Vice President and to reflect the value to Amgen stockholders of the work in whichPresidents given his team is engaged. As Mr. Meline remains with the Company to assistcontinued successful performance in the transitionrole of our new Chief Financial Officer, he was granted an LTI equity award grant value equal to the same value as he received in 2019 ($4 million) which will bepro-rated according to the number of complete months of employment in 2020.Officer. The Compensation Committee concluded that the LTI equity award values granted were appropriate because they recognize and reward strong execution by our executives with compensation that is substantially “at risk,” performance-based, and focused on the longer-term.
Annual Cash Incentive Awards
Executive Incentive Plan
Annual cash incentive awards to our NEOs are generally made under our stockholder-approved Executive Incentive Plan, or EIP, which employs a formula that establishes a maximum award possible for each participant based on ournon-GAAP net income(1). For 2019, each of our NEOs was a participant in the EIP. This year, as in the past, actual awards under the EIP are determined by the Compensation Committee using its negative discretion under the EIP, with award determinations based on Company performance against the composite final score of thepre-established 2019 Company performance goals. In evaluating and confirming this approach, the Compensation Committee also considers the contributions of each participant’s role to our success during the year.
In March 2019, the Compensation Committee determined for the EIP participants, the definition ofnon-GAAP net income(1), the maximum award payable for each participant, the target annual cash incentive award opportunities. In addition, the Compensation Committee determined the plan design for the Global Management Incentive Plan, or GMIP, and Global Performance Incentive Plan, or GPIP, and the 2019 Company performance goals and weightings, and the percentages payable for threshold, target, and maximum performance.
Target Annual Cash Incentive Award Opportunity
After review of market data, the Compensation Committee determined that the target annual cash incentive award opportunities for our NEOs
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would remain the same as 2018 (150% of base salary for Mr. Bradway and 100%Annual Cash Incentive Awards
Executive Incentive Plan
Annual cash incentive awards to our NEOs are generally made under our stockholder-approved Executive Incentive Plan, or EIP, which employs a formula that establishes a maximum award possible for each participant based on our non-GAAP net income.(1) For 2021, each of our NEOs was a participant in the EIP. This year, as in the past, actual awards under the EIP are determined by the Compensation Committee using its negative discretion under the EIP, with award determinations based on Company performance against the composite final score of the Executive Vice President NEOs).pre-established 2021 Company performance goals. In connection with Mr. Graham’s promotionevaluating and confirming this approach, the Compensation Committee also considers the contributions of each participant’s role to Executive Vice President, General Counselour success during the year.
In March 2021, the Compensation Committee determined for the EIP participants, the definition of non-GAAP net income(1), the maximum award payable for each participant, and Secretary effective October 22, 2019, Mr. Graham’sthe target annual cash incentive award opportunity was increased in alignment with other Executive Vice President NEOs to 100%,opportunities. In addition, the Compensation Committee determined the plan design for the Global Management Incentive Plan, or GMIP, and his 2019Global Performance Incentive Plan, or GPIP, and the 2021 Company performance goals and weightings, and the percentages payable for threshold, target, opportunity waspro-rated based on the number of days before and after the effective date of his promotion.maximum performance.
The maximum award under the EIP continued to be expressed as the EIPnon-GAAP net income(1) definition and, consistent with past years, was 0.125% for our CEO and 0.075% for each of the Executive Vice President NEOs, and 0.05% for Mr. Graham.other NEOs. As discussed previously, both historically and in 2019,2021, the Compensation Committee has paid well below the maximum award permitted under the EIP based on a practice of exercising negative discretion by using the Company performance goals composite final score under our GMIP
as applied to the participant’s target annual cash incentive award opportunity to determine actual awards.
2019Target Annual Cash Incentive Award Opportunity
After review of market data and consultation with FW Cook, the Compensation Committee determined that the target annual cash incentive award opportunities for our NEOs would remain the same as those of 2020 (150% of base salary for Mr. Bradway and 100% for each of the other NEOs).
2021 Company Performance Goals
While all of the goals measure single-year performance, taken as a whole, they are intended to positively position us for both near- and
long-term success, support our strategic priorities, and create stockholder value. The 20192021 Company performance goals approved by the Compensation Committee were based on our 20192021 budget and forecast at the time of such approval and are discussed on the following page.
For the 20192021 Company performance goals, in early March 2021, management recommended, and the Compensation Committee reviewed and concurred with, (i) an increase inreplacing the weighting for “Advance Early Pipeline” (from 5% to 10%)“Ensure Successful Integrations and Transactions” and “Fund Innovation Through Productivity” goals with the new annual priorities of “Environmental, Social, and Governance” and “Digital Transformation” to focus our entire Company on progressing programs in development, with a concurrent decreased weighting for “Execute Critical Launchesactivities to establish strong foundations to support achievement of our 2027 environmental sustainability targets and Long-Term Commercial Objectives” (from 10% to 5%);strengthen and (ii) replacing “Achieve Transformation Objectives” with “Achieve Productivity Objectives” to reflectimprove the Company’s movement beyond its 2014-2018 investor commitmentsdiversity, inclusion, and its focus on productivity to support continued reinvestmentbelonging efforts, and digital transformation activities that enable speed through the drug discovery, development, and market delivery process and, in opportunities (such as the early pipeline) while striving to maintain appropriate expense discipline. The goals also reflected the wide range of revenue uncertaintyturn, create value for 2019 given patent expiries, with targets consistent with the budgetour stockholders, staff members, and forecast at the time of such goal setting, and both the 2019 financial andnon-financial goals continuing to increase the level of execution necessary to deliver the required performance.society.
| (1) | Non-GAAP net income for purposes of the EIP is as reported and reconciled inAppendix B. |
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20192021 Company Performance Goals and Results
The table below illustratessets forth the goals established, the weighting of each goal, and our actual performance for 2019.2021. Payouts can range from 0% to a maximum of 225% of target annual cash incentive award opportunity for each metric and the final company performance goals scoreCompany Performance Goals Score cannot exceed 225%. For additional discussion regarding our performance, please see “Aligning Pay With PerformancePerformance” and Execution of“Executing on Our Strategic Priorities.Priorities While Navigating the Impact of the COVID-19 Pandemic.”
Deliver Results (60% weighting) | Deliver Results (60% weighting) |
|
|
Weighted Score Achieved 103.7% |
| Deliver Results (60% weighting) |
|
| Weighted Score Achieved 62.1% | |||||||||||||||||||||||||||||||
($ In Millions)
Equally focused ontop- and bottom-line growth and assigned the largest percentage, consistent with the fundamental importance of financial performance to us and our stockholders in both the near- and long-term. No amounts can be earned for below-threshold performance for our financial metrics.
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($ In Millions)
These goals are consistent with the fundamental importance of financial performance to us and our stockholders in both the near- and long-term, equally focused on top- and bottom-line growth, and assigned the largest percentage. No amounts can be earned for below-threshold performance for our financial metrics. |
($ In Millions)
These goals are consistent with the fundamental importance of financial performance to us and our stockholders in both the near- and long-term, equally focused on top- and bottom-line growth, and assigned the largest percentage. No amounts can be earned for below-threshold performance for our financial metrics. |
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Goals |
| Weighting |
|
| Threshold |
|
| Target |
|
| Maximum |
|
| Achieved |
|
| Weighting |
|
| Threshold |
|
| Target |
|
| Maximum |
|
| Achieved | |||||||||||
Revenues |
|
30% |
|
|
$20,453 |
|
$ |
22,100 |
|
|
$23,747 |
|
|
$23,362 177.3% |
|
|
30% |
|
|
$24,391 |
|
$ |
26,227 |
|
|
$28,062 |
|
|
$25,979 87.6% |
| ||||||||||
Our rigorous revenue goal was established based on our guidance issued in early 2021 (between $25.8 and $26.6 billion) with our target goal exceeding our 2020 actual revenues. However, the cumulative decrease in patient visits and diagnoses over the course of the pandemic has suppressed the number of new patients starting treatment during 2020, affecting 2021 sales growth. Further, through 2021, while there has been gradual recovery in both patient visits and diagnoses, overall these have remained below pre-COVID levels. As a consequence, we did not achieve target performance for our revenue goal.
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Our rigorous revenue goal was established based on our guidance issued in early 2021 (between $25.8 and $26.6 billion) with our target goal exceeding our 2020 actual revenues. However, the cumulative decrease in patient visits and diagnoses over the course of the pandemic has suppressed the number of new patients starting treatment during 2020, affecting 2021 sales growth. Further, through 2021, while there has been gradual recovery in both patient visits and diagnoses, overall these have remained below pre-COVID levels. As a consequence, we did not achieve target performance for our revenue goal.
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Non-GAAP Net Income(1) | 30% | $7,084 | $8,213 | $9,342 | | $9,028 168.3% |
| 30% | $8,046 | $9,515 | $10,696 | | $9,797 119.5% |
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Certain measurementsOur non-GAAP net income target was correlated to the midpoint of performance for thenon-financial metrics are subjective in natureour early 2021 non-GAAP EPS guidance and couldincluded increased research and development investment to support our longer-term performance. However, as a result in a very small payout percentage (less than 1% of, an annual cash incentive award).among other things, our disciplined operating expense management, we exceeded this target.
Progress Innovative Pipeline (30% weighting) | Weighted Score Achieved 26.0% | |||||||||
Measures progress on both early- and later-stage product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum, which we believe is critical to our continued success over both the near- and long-term.
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Goals | Weighting | Results | Achieved | |||||||
Advance Early Pipeline |
|
10% |
|
• We generated a total of eight product teams (formed when a molecule has been judged to have the potential to be safe and effective in humans). |
|
100.0% |
| |||
• We initiated sevenfirst-in-human studies, including with product candidates for prostate and other solid tumor cancers, multiple myeloma, cardiovascular disease, and respiratory diseases. | ||||||||||
• We advanced four programs through theearly-to-late stage portal (the period entering Phase 2 through Phase 3). | ||||||||||
Execute Key Clinical Studies and Regulatory Filings | 20% | • We achieved key clinical study milestones for Omecamtiv Mecarbil, KYPROLIS, Nplate, and ABP 798 (biosimilar rituximab (Rituxan®)). | 80.0% | |||||||
• We completed regulatory filings for EVENITY, Prolia, KYPROLIS, AVSOLA (biosimilar infliximab (Remicade®)), and ABP 215 (biosimilar bevacizumab).
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Deliver Annual Priorities (10% weighting) | Weighted Score Achieved 9.2% | |||||||||
Goals | Weighting | Results | Achieved | |||||||
Execute Critical Launches and Long-Term Commercial Objectives– Focuses on executing on our key product launches. |
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5% |
|
• We set aspirational internal goals to focus our entire Company on delivering on the promise of three important medicines – Repatha, Prolia, and Aimovig. While all three products delivered significant volume-driven growth, we did not meet our aspirational goals for Repatha and Aimovig. |
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77.2% |
| |||
Achieve Productivity Objectives – Focuses on productivity to support continued reinvestment in opportunities (such as the early pipeline). | 5% | • We established a target $280 million of gross operating expense savings. We realized approximately $286 million of gross savings that we reinvested in the business. | 106.8% | |||||||
Progress Innovative Pipeline (30% weighting) |
| ||||||||
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| Measures progress on both early- and later-stage programs and product candidates to focus us on executing key clinical studies and delivering a robust product pipeline at all stages of the development continuum, which we believe is critical to our continued success over both the near- and long-term. | |||||||
Goals | Weighting | Results | Achieved | |||||||
Advance Early Pipeline— Focused on incentivizing early-stage innovation discovery activities essential to our long-term success | 10% | • We generated seven new product teams (formed when a molecule has been judged to have the potential to be safe and effective in humans), including for product candidates being studied in oncology, cardiovascular disease, and inflammation.
• We initiated four first-in-human studies, including for product candidates being studied in solid tumors (including non-small cell lung cancer, mesothelioma, pancreatic cancer, and ovarian cancer), neuroendocrine prostate cancer, nonalcoholic steatohepatitis (NASH), and multiple myeloma.
• Two molecules advanced through our early-to-late portal:
- AMG 451 (a monoclonal antibody that inhibits OX-40 being developed in collaboration with Kyowa Kirin Co. Ltd.) is being investigated as a treatment for moderate-to-severe atopic dermatitis; and
- Bemarituzumab (a monoclonal antibody that inhibits fibroblast growth factor receptor 2b from the Five Prime Therapeutics acquisition) is being investigated as a treatment for advanced gastric cancer. (Bemarituzumab is also being investigated as a treatment for gastroesophageal junction adenocarcinoma.)
• We committed to registrational studies for two programs:
- LUMAKRAS is being explored in multiple Phase 1b combination cohorts for colorectal cancer and continues to progress. (LUMAKRAS is also being investigated for treatment as a monotherapy for colorectal cancer.); and
- Tarlatamab (AMG 757) (a half-life extended anti-delta like ligand 3 x anti-CD3 bispecific T-cell engager molecule) is being investigated for the treatment of small-cell lung cancer. (Tarlatamab is also being investigated for the treatment of neuroendocrine prostate cancer.)
| 200.0% | |||||||
Execute Key Clinical Studies and Regulatory Filings— Designed to reward speed and effectiveness to maximize the value of our assets and deliver on our mission to serve patients
| 20% | • We executed on key clinical study milestones for LUMAKRAS (non-small cell lung cancer), Repatha (cardiovascular disease), acapatamab (prostate cancer), Olpasiran (cardiovascular disease), and ABP 654 (biosimilar ustekinumab (STELARA)).
• We completed key regulatory filings for LUMAKRAS (non-small cell lung cancer), TEZSPIRE (severe asthma with no phenotype or biomarker limitations), Otezla (approval of an expanded indication for plaque psoriasis in the U.S. and approval for mild-to-moderate psoriasis in China), and Aimovig (approval for migraine in Japan).
| 167.9% | |||||||
| (1) | Non-GAAP net income for purposes of the |
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Deliver Annual Priorities (10% weighting) | Weighted Score Achieved 21.0% | |||||
Goals | Weighting | Results | Achieved | |||||||
Environmental, Social, and Governance— Added to support activities to set us on a path to achieve our longer-term 2027 environmental sustainability targets and strengthen and embed more deeply the Company’s diversity, inclusion, and belonging efforts
| 5% | • To support our environmental sustainability 2027 targets, we established a Company-wide environmental goal to develop processes and capabilities at both the enterprise-wide level globally and across our Operations, Research and Development, and Global Commercial Operations functions, with the following requirements:
- Annual auditable and verifiable conservation targets for the years 2021-2027;
- Governance bodies and processes approved and established to oversee, develop, execute, and monitor the annual targets; and
- Teams assembled and operating in accordance with charters approved by the governance bodies to further support activities necessary to achieve the conservation targets.
One point was allocated for each of the three goal components (annual targets, governance bodies, and teams) by each of the four functional levels (enterprise-wide and across our Operations, Research and Development, and Global Commercial Functions) for a maximum of 12 points. Target completion was fourth quarter 2021, but accelerated attainment in the third quarter 2021 resulted in maximum achievement.
• To tangibly deepen and drive the Company’s diversity, inclusion, and belonging activities enterprise-wide and actively communicate our culture of belonging to all staff, we established an annual diversity, inclusion, and belonging goal for leaders at executive director and above levels to establish, document, and execute diversity, inclusion, and belonging action plans in 2021 with a target goal of 75% participation.
We achieved our target with over 80% of our leaders at executive director levels and above establishing, documenting, and executing on their diversity, inclusion, and belonging action plans.
| 195.8% | |||||||
Digital Transformation— Created to encourage focus on activities that enable speed through the drug discovery, development, and market delivery process
| 5% | To drive further efficiencies and speed throughout the drug discovery, development, manufacturing, and marketing efforts, we established a digital transformation goal to leverage digitization across our infrastructure and operations. For 2021, each function was challenged to establish digital value creation roadmaps to navigate and monitor the progress of its digital transformation journey to support greater efficiency and speed in its activities and operations.
A target of at least six value creation roadmaps was set with eight or more roadmaps resulting in maximum achievement. Eight value creation roadmaps across our operations were established in 2021 with governance activities to simplify and automate our approach to our business as we work towards achieving maximum effectiveness and enable speed resulting in maximum achievement.
| 225.0% | |||||||
Certain measurements of performance for the non-financial metrics are subjective in nature and could result in a very small payout percentage (less than 1% of an annual cash incentive award).
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2021 Company Performance Goals Final Score | Achieved(1) 136.8% | |||||
| (1) | Percentages do not total to final score due to rounding. |
2019ï 2022 Proxy Statement65
Compensation Discussion and Analysis |
2021 Annual Cash Incentive Awards
As shown in the table above, our performance against the 20192021 Company performance goals yielded a composite final score of 138.9%136.8% and the Compensation Committee awarded actual annual cash incentive awards under the EIP to our NEOs based on this composite final score. No further discretion was employed.
| Named Executive Officer | Target Opportunity (% of Base Salary) | Target 2019 Award($) | Actual 2019 Award($)(1) | Target Opportunity (% of Base Salary) | Target 2021 Award($) | Actual 2021 Award($)(1) | ||||||||||||||||||
Robert A. Bradway |
| 150 |
|
| 2,390,769 |
|
| 3,321,000 |
|
| 150 |
|
| 2,499,738 |
|
| 3,420,000 |
| ||||||
Murdo Gordon |
| 100 |
|
| 1,021,154 |
|
| 1,418,000 |
|
| 100 |
|
| 1,067,742 |
|
| 1,461,000 |
| ||||||
David W. Meline |
| 100 |
|
| 994,646 |
|
| 1,382,000 |
| |||||||||||||||
David M. Reese |
| 100 |
|
| 970,139 |
|
| 1,348,000 |
|
| 100 |
|
| 1,059,039 |
|
| 1,449,000 |
| ||||||
Jonathan P. Graham |
| 92 | (2) |
| 878,494 |
|
| 1,220,000 |
| |||||||||||||||
Peter Griffith |
| 100 |
|
| 1,010,373 |
|
| 1,382,000 |
| |||||||||||||||
Esteban Santos |
| 100 |
|
| 989,750 |
|
| 1,354,000 |
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| (1) | Calculated in accordance with the |
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20202022 Company Performance Goals
In March 2020,2022, the Compensation Committee established Company performance goals for 20202022 performance under our GMIP as follows:
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60% |
Deliver Results | |
• Revenues (30%)
• Non-GAAP Net Income (30%) | ||
30% |
Progress Innovative Pipeline | |
• Advance Early Pipeline (10%)
• Execute Key Clinical Studies and Regulatory Filings (20%)
| ||
10% |
Deliver Annual Priorities | |
•
• | ||
The Compensation Committee replaced “Execute Critical Launches and Long-Term Commercial Objectives” and “Achieve Productivity Objectives” with theadded a new annual prioritiespriority of “Fund Innovation Through Productivity”“Process Simplification and “Ensure Successful IntegrationsAutomation” as a goal that drives end-to-end simplification of our processes and Transitions” as goals that create productivitystrives to significantly increase the appropriate use of automation technologies across the Company and add an emphasis on integration-related priorities given the Company’s 2019 acquisitions and the BeiGene collaboration.to accelerate adoption of digital automation at all levels of our organization.
In March 2020,2022, the Compensation Committee reviewed the target incentive award opportunity for each NEO and determined that the existing target incentive award opportunity established for each NEO remains appropriate. No changes were made to the target incentive award opportunity for any NEO.
Base Salaries
Generally, in March of each year, the Compensation Committee reviews the peer group data compared with the available Market Median, considers our performance, market conditions, retention, and other such otherrelevant factors, deemed relevant, and receives management’s, including our CEO’s, assessment of the performance of each of the other NEOs, and recommendations regarding any base salary adjustments for them. The Compensation Committee uses our CEO’s evaluation of the performance of the NEOs (other than himself), the Compensation Committee’s own evaluation of our CEO’s performance, information with respect to each NEO’s experience and other qualifications, the Market Median for each available position and market conditions to determine each NEO’s base salary. No increase in base salary is automatic or guaranteed. For more information on how decisions are made,regarding the determination of Market Median, the peer group data reviewed, and the Executive Vice President, Operations role, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously described.
In early March 2019,2021, the Compensation Committee reviewed the market competitiveness ofconsidered each NEO’s base salary employed atagainst the time based onavailable Market Median data, while taking into account the Company’s and such executive officer’seach NEO’s performance, experience and other qualifications, as well as the Company’s overall performance.current market conditions. In alignment with the base salary increases made to our staff members generally, the Compensation Committee increased Mr.Messrs. Bradway’s, Gordon’s, Griffith’s, and Santos’ base salaries by 2%. The Compensation Committee increased Dr. Reese’s base salary by 2.6%5.6% to bring it in-line with the Market Median for his position and eachto reflect the importance of his contributions to the other NEOs by 2.5%.Company in his role as Executive Vice President, Research and Development.
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Compensation Discussion and Analysis
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20192021 Base Salary Market Position
The 20192021 base salaries as in effect at the end of 20192021 and the Market Median position as reviewed by the Compensation Committee in March 20192021 are shown in the table below:
| Named Executive Officer | 2018 Base Salary ($) | Increase (%) | 2019 Base Salary ($) | 2018 Market Median ($) | Difference vs. Market Median Over/(Under) (%) | 2020 Base Salary ($) | Increase (%) | 2021 Base Salary ($) | 2020 Market Median ($) | Difference vs. Market Median Over/(Under) (%) | ||||||||||||||||||||||||||||||
Robert A. Bradway |
| 1,560,000 |
|
| 2.6 |
|
| 1,600,000 |
|
| 1,586,000 |
|
| 0.9 |
|
| 1,640,000 |
|
| 2.0 |
|
| 1,672,800 |
|
| 1,650,000 |
|
| 1.4 |
| ||||||||||
Murdo Gordon |
| 1,000,000 |
|
| 2.5 |
|
| 1,025,000 |
|
| 1,033,452 |
|
| (0.8 | ) |
| 1,050,700 |
|
| 2.0 |
|
| 1,071,800 |
|
| 1,081,748 |
|
| (0.9 | ) | ||||||||||
David W. Meline |
| 974,000 |
|
| 2.5 |
|
| 998,400 |
|
| 1,033,767 |
|
| (3.4 | ) | |||||||||||||||||||||||||
David M. Reese |
| 950,000 |
|
| 2.5 |
|
| 973,800 |
|
| 1,098,716 |
|
| (11.4 | ) |
| 1,013,000 |
|
| 5.6 |
|
| 1,070,000 |
|
| 1,060,140 |
|
| 0.9 |
| ||||||||||
Jonathan P. Graham |
| 935,000 |
|
| 2.5 |
|
| 958,500 |
|
| 953,708 |
|
| 0.5 |
| |||||||||||||||||||||||||
Peter Griffith |
| 994,300 |
|
| 2.0 |
|
| 1,014,200 |
|
| 1,002,435 |
|
| 1.2 |
| |||||||||||||||||||||||||
Esteban Santos(1) |
| 974,000 |
|
| 2.0 |
|
| 993,500 |
|
| n/a |
|
| n/a |
| |||||||||||||||||||||||||
| (1) | As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Mr. Santos. |
20202022 Base Salary Adjustments
In March 2020,2022, the Compensation Committee reviewed the market competitiveness ofconsidered each NEO’s base salary based on a review of marketagainst the available Market Median data, while taking into account the Company’s and such executive officer’seach NEO’s performance, experience and other qualifications, as well as the Company’s overall performance.current market conditions. In alignment with the base salary increases made to staff members generally, the Compensation Committee increased Messrs. Bradway, Gordon, Meline,Bradway’s, Gordon’s, Griffith’s, and Graham’sSantos’ respective base salaries by 2.5%3.5%. The Compensation Committee increased Dr. Reese’s base salary by 4%9.8% to bring his base salary closer tomore in-line with the Market Median for his position.position and to reflect the importance of his contribution to the Company in his role as Executive Vice President, Research and Development.
Total Target Annual Cash Compensation
Total target annual cash is the sum of the NEO’s base salary and target annual cash incentive award.award, which is a multiple of base salary. The Compensation Committee believes that reviewing our NEOs’ total target
annual cash compensation, in addition to the available Market Median for each element of compensation, provides a useful check in making compensation decisions.
In March 2019,2021, the Compensation Committee reviewed total target annual cash compensation for each NEO compared to the available market data
and historical2020 total target annual cash compensation figures as depicted below. The Compensation Committee noted such total target annual cash compensation was generally below the Market Median with the exception of Messrs. Bradway and Graham. For Mr. Bradway, who was slightly above the Market Median,close to the Market Median for all peers declined as a result of turnover in leadership at four of our peer group companies where new incumbents were paid less than their predecessors, but among continuing incumbents, the Market Median increased. The Market Median for Mr. Graham’s position had declined in prior years causing Mr. Graham’s total target annual cash compensation to be above Market Median.available positions. The Compensation Committee took these metrics into accountfound such positioning and decidedsmall percentage over Market Median (less than 3%) to increase the value of LTI equity awards tobe appropriate for Mr. Bradway given Mr. Bradway’s sustained leadership in the CEO role and for 2019 to bringDr. Reese given the importance of his target total annual direct compensation (composed of base salary, target annual cash incentive award,contributions in his role as Executive Vice President, Research and target LTI equity award) closer to the Market Median of continuing incumbents, in lieu of increasing total target annual cash compensation, resulting in compensation that is more “at risk” and performance-based.Development. For more information regarding the determination of Market Median, and the peer group data reviewed, and the Executive Vice President, Operations role, see “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources” previously described.
Total Target Annual Cash Compensation
Total target annual cash compensation reviewed by the Compensation Committee in March 20192021 prior to the compensationbase salary changes being made are shown in the table below:
| Named Executive Officer | 2019 Amgen Target Total Annual Cash ($) | 2018 Market Median ($) | Difference vs. Market Median Over/(Under) (%) | 2021 Amgen Target Total Annual Cash ($) | 2020 Market Median ($) | Difference vs. Market Median Over/(Under) (%) | ||||||||||||||||||
Robert A. Bradway |
| 4,000,000 |
|
| 3,966,000 |
|
| 0.9 |
|
| 4,182,000 |
|
| 4,063,000 |
|
| 2.9 |
| ||||||
Murdo Gordon |
| 2,050,000 |
|
| 2,083,471 |
|
| (1.6 | ) |
| 2,143,600 |
|
| 2,199,718 |
|
| (2.6 | ) | ||||||
David W. Meline |
| 1,996,800 |
|
| 2,026,322 |
|
| (1.5 | ) | |||||||||||||||
David M. Reese |
| 1,947,600 |
|
| 2,221,552 |
|
| (12.3 | ) |
| 2,140,000 |
|
| 2,093,906 |
|
| 2.2 |
| ||||||
Jonathan P. Graham |
| 1,821,150 |
|
| 1,659,523 |
|
| 9.7 |
| |||||||||||||||
Peter Griffith |
| 2,028,400 |
|
| 2,015,339 |
|
| 0.6 |
| |||||||||||||||
Esteban Santos(1) |
| 1,987,000 |
|
| n/a |
|
| n/a |
| |||||||||||||||
| (1) | As previously discussed under “How Compensation Decisions Are Made For Our Named Executive Officers—Peer Group Data Sources,” no comparable market data is available for Mr. Santos. |
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Perquisites
Perquisites are limited in both type and monetary value. The Compensation Committee believes, however, that certain perquisites facilitate the efficient operation of our business, allowing our NEOs to better focus their time, attention, and capabilities on our Company, permit them to be accessible to the business as required, alleviate safety and security concerns, and assist us in recruiting and retaining key executives. The perquisites provided to our NEOs generally include an allowance for personal financial planning services, including tax preparation services (not to exceed $15,000 annually in aggregate), annual physical examinations, Company-paid moving and relocation expenses paid on behalf of newly hired and current executives who agree to relocate to work on the Company’s behalf and, in limited instances, personal expenses when on business travel such as guests accompanying NEOs. Certain of our NEOs also have access to a Company car and driver and, subject to the approval of our CEO, the Company aircraft for personal use. Our CEO is encouraged to use our Company aircraft for all of his travel (business and personal) because the Compensation Committee believes that the value to us of making the aircraft available to our CEO, in terms of safety, security, accessibility, and efficiency, is greater than the incremental cost that we incur. No taxgross-up reimbursements are provided to NEOs, except in connection with reimbursement of moving and relocation expenses consistent with our other staff members and our general relocation policy.
We believe that providing taxgross-up reimbursements on the applicable moving and relocation expenses paid on behalf of newly hired and current executives who agree to relocate on the Company’s behalf is appropriate because it treats these executives in a similar manner asnon-executives under our Company-wide policy which is designed to incentivize optimal deployment of our human resources in support of the Company’s strategy. It also assists in the attraction and retention of the executive talent necessary to compete successfully.
We provide limited home sale loss assistance for Senior Vice Presidents and above in connection with relocations that benefit us and are at our request, and in certain new hire situations. We do not provide taxgross-ups for assistance with loss on sale of a home. Our limited home sale loss assistance serves as an important tool in inducing senior management to fully commit to their new role and relocation.
Our Company-wide policy includes a repayment provision applicable to all staff members (including our NEOs) that requires a new staff member hired from outside the Company or staff members who accept an assignment and relocate, to repay us for moving and relocation expenses and home loss assistance incurred by us in the event that the staff member does not complete the move, resigns, or is discharged for cause within two years of the employment start date or relocation date, as applicable (with apro-rata refundrepayment in the second year).
Compensation Policies and Practices
Recoupment
Clawback Policy. We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers, including our NEOs, if it is subsequently determined that the amounts of such compensation were based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement.
Equity Recoupment ProvisionsPolicy. In the course of our engagement activities, we explored with certain stockholders additional recoupment mechanisms. In December 2020, after discussions of recoupment mechanisms, the Compensation Committee adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of stock options (granted after December 31, 2020) in the event an executive officer is terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement). If an executive officer is subject to an investigation potentially implicating conduct that could result, or may have resulted, in serious financial or reputational damage to the Company, the Company may freeze access to any unvested equity awards regardless of grant date and any vested but unexercised stock options granted after December 31, 2020, during the investigation, and such unvested equity awards and unexercised stock options may ultimately be subject to forfeiture and cancellation.
Cash Incentive Award Recoupment. Our cash incentive award programs (EIP, GMIP, and GPIP) expressly allow the Compensation Committee, or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award. This provision is
These provisions and policies do not intended to limit any other action that the Company could take against an employee, including other disciplinary actions (up to(including termination), ordinary course performance considerations, disclosure of wrongdoing to the government, and pursuit of any other legal claims against such employees.
Clawback Policy
We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers, including our NEOs, if it is subsequently determined
that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement.
Stock Ownership and Retention Guidelines
Our stock ownership guidelines require our executives to hold a meaningful amount of our Common Stock, promote a long-term perspective in managing the Company, further aligning the interests of our executives and stockholders and mitigating potential compensation-related risk. Our guidelines require that each officer who has not met their ownership requirements must retain shares of our Common Stock acquired through the vesting of RSUs, the payout of performance units, and the exercise of stock options awarded net(net of shares retained by us to satisfy associated tax withholding requirements and exercise price amounts,amounts) until such officer has reached his or her required stock ownership level.
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Compensation Discussion and Analysis
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Stock Ownership Guidelines Requirements
The stock ownership guidelines for 2019 were:2021 are set forth in the table below. All executives currently employed by the Company and subject to stock ownership requirements were in compliance with their respective stock ownership requirement in 2021.
Position | Stock Ownership Requirement | Compliance | ||
Chief Executive Officer(1) | 6x base salary | ✓ | ||
Executive Vice President | 3x base salary | ✓ | ||
Senior Vice President | 2x base salary | ✓ | ||
Vice President | 1x base salary | ✓ |
| (1) | Mr. Bradway |
The following holdings count towards satisfying these stock ownership requirements:
sharesShares of our Common Stock beneficially held that are not subject to forfeiture restrictions;
sharesShares of our Common Stock held through a 401(k) plan or other qualified pension or profit-sharing plan; and
sharesShares purchasable with funds then allocated under our Employee Stock Purchase Plan.
Executives are generally given five years following their placement into a given job level to comply with these guidelines. Executives who are promoted to a status with a stock ownership level higher than the executive was previously required to satisfy, have three years to comply with the new ownership level if the executive has been subject to the stock ownership guidelines for five or more years. Once these ownership guidelines are met, executives are required to maintain such ownership until they change job levels or are no longer employed by us. As of October 18, 2019,15, 2021, the effective date of our executive certifications, all executive officers, including our NEOs who were expected to meet such guidelines, were in compliance. Mr. Gordon commenced employment with our Company on September 3, 2018 and has until 2023 to meet his guidelines. Dr. ReeseMr. Griffith commenced employment with our Company on October 23, 2019 and Mr. Graham were promoted from Senior Vice Presidenthas until 2024 to Executive Vice President roles on July 26, 2018 and October 22, 2019, respectively, and, as a result, now have until 2021 and 2023 to comply with the new ownership level associated with the Executive Vice President role.meet his guidelines.
Insider Trading Policy and Practices
All staff members and our Board are prohibited from: (i) buying or selling our Common Stock while aware of any material nonpublic information; (ii) engaging in short sales with respect to our Common Stock; (iii) pledging or purchasing our Common Stock on margin;margin(1); or (iv) entering into any derivative, hedging, or similar transactions with respect to our Common Stock, including any transactions that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Amgen stock. Examples of prohibited derivative transactions include, but are not limited to, purchases or sales of puts and calls (whether written or purchased or sold), options (whether “covered” or not), forward contracts, including but not limited to prepaid variable forward contracts; put and call “collars” (“European” or “American”),
“equity” “equity” or “performance” swap or exchange agreements or any
similar agreements or arrangements, however denominated, in our securities.
Policies for Grants of Long-Term Incentive Equity Awards
In accordance with our equity awards policy, our regular annual LTI equity award grants are typically approved by the Compensation Committee (for grants of equity awards to Senior Management, including our NEOs) or the Equity Award Committee (for grants to all other staff members) in advance with a grant date that is the third business day after the release of our next quarterly or annual earnings announcement after the date of determination by our Compensation Committee or Equity Award Committee, as applicable. Our NEOs may also receive special equity awards as determined by the Compensation Committee as new hires or for recognition and retention, promotions, or other purposes, but the effective date of such grants is generally also only on the third business day after the release of our quarterly or annual earnings after the date of determination by our Compensation Committee and the relevant new hire, promotion, or other date.Committee.
Tally Sheets
The Compensation Committee annually reviews tally sheets for each NEO, setting forth all components of compensation, including compensation payable at termination, retirement, or a change of control. These tally sheets summarize the number of shares and the value at a given price of the LTI equity awards held by each NEO, as well as each NEO’s individual cumulative account balances in our benefit plans. These tools are employed by the Compensation Committee as a useful check on total annual compensation and the cumulative impact of our long-term programs and are considered important to understand both the overall and longer-term impact of compensation decisions.
The Compensation Committee may increase or decrease certain individual elements of compensation to align total compensation with peer group market data and to promote internal equity among our NEOs, other than our CEO, and use the information provided by these tally sheets to make such determination. No material adjustments to total compensation for any of our NEOs were made as a result of the review of these tally sheets by the Compensation Committee in 2019.2021.
| (1) | With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”). |
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Stockholder Outreach—Executive Compensation Website
We maintain a website accessible throughout the year atwww.amgen.com/executivecompensation(1), which provides a link to our most recent proxy statement and invites our stockholders to fill out a survey to provide input and feedback to the Compensation Committee regarding our executive compensation policies and practices. All input from our stockholders is valuable and the Compensation Committee reviews your input and appreciates your time and effort in completing the survey.
Approach to Pricing Our Products
We take a thoughtful approachare committed to pricing our products according to the value they deliver and employ flexible pricing approaches to help promote patient access. We have internal processes and controls in place to help ensure that pricing decisions are thoroughly and appropriately vetted prior to implementation with involvement from senior management. This process includes routine presentations to our Corporate Responsibility and Compliance Committee
and our Board on
drug pricing practices. Our strategy includes a focus on innovative drugs and biosimilars that can deliver volume-driven growth, not simply price. And, in 2019,unit growth. In 2021, the average net price for Amgen medicines declined for a fourth straight year while our revenues benefited from volume-drivenvolume-based growth from a number ofacross our newer innovative medicines that grew units double digit or better, including Repatha, Parsabiv, BLINCYTO, Aimovig, and Prolia, rather than price increases.portfolio. We have and continue to disclose in our annual report on Form 10-K and our quarterly reports on Form 10-Q, the pricing trends impactingsignificant to our business, including, for 2019, that we continued to expect a lower net selling price in the aggregate compared with that of 2018.business. We believe that we have the appropriate governance mechanisms, oversight and processes in place to ensure that pricing decisions are made in-line with our values and our mission to serve patients. In addition, our Compensation Committee annually completes a thoughtful and rigorous evaluation of our executive compensation program for alignment with our mission to serve patients and deliver stockholder value without encouraging excessive or inappropriate risk-taking by our executives. A full description of risk management by our Compensation Committee and our ESG efforts can be found in the “Corporate Governance” section, including the subsections “—Compensation Committee Risk Management” and “—Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management.”
Non-Direct Compensation and Payouts in Certain Circumstances
Change of Control Benefits and Offer Letter With Limited Severance Benefits
Our CEO and other NEOs are participants in our double-trigger Change of Control Severance Plan discussed below. In connection with new hires, we typically enter into offer letters detailing their initial compensation and requirements to pay back certain elements of compensation. To attract talented executives from outside the Company, our offer letters generally include severance terms that apply to terminations initiated by us and occur for reasons other than for “cause” within three years from the date of hire. These benefits are generally provided to officer-level candidates to provide an incentive for them to join us by reducing the risks associated with making such a job change. Other than the foregoing, our CEO and NEOs are not covered by contractual arrangements that provide for severance or other benefits in the event of termination.
Offer Letter—Mr. Gordon
Mr. Gordon, who commenced employment as our Executive Vice President, Global Commercial Operations, effectiveon September 3, 2018, was subject to an offer letter that was negotiated in connection with his hiring and was approved by the Compensation Committee. The terms of Mr. Gordon’s limited severance benefits expired on September 3, 2021. Mr. Gordon’s new hire inducement RSUs valued at $6.4 million and the $1 million contribution to his Deferred Compensation Plan account became fully vested as of September 3, 2021.
Offer Letter—Mr. Griffith
Mr. Griffith, who commenced employment as our Executive Vice President, Finance, on October 23, 2019, and became our Executive Vice President and Chief Financial Officer on January 1, 2020, is currently subject to an offer letter that was negotiated in connection with his hiring. The terms of the offer letter were approved by the Compensation Committee. We agreed to provide Mr. Gordon’s offer letter included our standard relocation assistance to facilitate Mr. Gordon’s relocation from New Jersey to California.Griffith with a base salary of $970,000, and, consistent with each of the other Executive Vice Presidents, a target annual cash incentive award opportunity of 100% of base salary, both of which were targeted at the Market Median.(2) We also agreed to provide Mr. GordonGriffith with RSUs valued at $6.4 million. To aligna $500,000 sign-on bonus to induce Mr. Griffith to accept our offer, however, such sign-on bonus was subject to recoupment if, within 24 months from his hire date, Mr. Griffith resigned his employment with the value being replaced, this grant vests over three years beginning on the first anniversary of the grant date through the third anniversary at a rate of 35%, 35%, and 30% each year, respectively, contingent upon Mr. Gordon being actively employed withCompany or for any reason his employment was terminated by us through each vesting date. To further induce
Mr. Gordon to join our Company, wefor “cause.” We also agreed to provide Mr. GordonGriffith with performance unitsRSUs valued at $3.5$4 million which will vest aton the endsecond, third, and fourth anniversaries of the performance period (November 2, 2018 to December 31, 2020) contingent upon Mr. Gordon being actively employed through the vesting date. The Compensation Committee concluded that these LTI equity award values were appropriate because they provide compensation that is focused on the longer-term to compensate Mr. Gordon for equity forfeited as a result of his leaving his previous employer, to induce him to join the Company, and to provide long-term incentives that tie a significant portion of Mr. Gordon’s compensation to the value of our stock in alignment with our stockholders’ interests. To compensate for Mr. Gordon’s forfeiture of certain pension benefits at his previous employer, Mr. Gordon was also provided with a contribution to his Deferred Compensation Plan of $1 million which vestsgrant date at a rate of 33%, 33%, and 34% each year, through the third anniversary of his date of employmentrespectively, contingent upon Mr. Griffith being actively employed with us as long asthrough each vesting date. The Compensation Committee concluded that this LTI equity award value was appropriate because it provides compensation that is focused on the longer-term and targeted at the Market Median. Mr. Gordon remains actively and continuously employed by us. We also agreed to reimburse Mr. Gordon for any claim resulting from Mr. Gordon’s employment with us due to any recoupment from Mr. Gordon by his previous employer for previously earned compensation (up to $2 million). Mr. Gordon’sGriffith’s offer letter also provides for cash severance protection for three years following his employment date equal to two year’s annual base salary and target annual cash incentive award, plus up to 18 months of COBRA(1) medical and dental coverage paid for by us. As discussed above, benefits of this type are often provided to officer-level candidates to provide an incentive to them to join our Company by reducing the risk of making such a job change. These severance benefits expire on September 3, 2021, and are payable only if Mr. Gordon is terminated other than for “cause.”
| (1) |
|
| (2) | Measured using information available at the time the Compensation Committee reviewed and approved Mr. Griffith’s compensation. |
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Compensation Discussion and Analysis
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paid for by us. As discussed above, benefits of this type are often provided to officer-level candidates to provide an incentive to them to join our Company by reducing the risk of making such a job change. These severance benefits expire on October 23, 2022, and are payable only if Mr. Griffith is terminated other than for “cause.”
Change of Control and Severance Benefits
Double Trigger Change of Control Severance Plan
In the event of a change of control and a qualifying termination, our Change of Control Severance Plan provides severance payments to 1,6611,716 U.S. staff members (as of December 31, 2019)2021), including each NEO. There are no taxgross-up payments provided under the plan. The plan is structured so that payments and benefits are provided only if there is both a change of control and a termination of employment, either by us other than for “cause” or “disability” or by the participant for “good reason” (as each is defined in the plan)—sometimes referred to as a “double-trigger”—because the intent of the plan is to provide appropriate severance benefits in the event of a termination following a change of control, rather than to provide a change of control bonus. The cash severance multiple for our CEO and all other NEOs is two times annual cash compensation. The payments and benefit levels under the Change of Control Severance Plan do not influence and were not influenced by other elements of compensation. The Change of Control Severance Plan was adopted, and is continued by the Compensation Committee:
To reinforce and encourage the continued attention and dedication of members of management to their assigned duties without the distraction arising from the possibility of a change of control;
To enable and encourage management to focus their attention on obtaining the best possible deal for our stockholders and making an independent evaluation of all possible transactions, without being influenced by their personal concerns regarding the possible impact of various transactions on the security of their jobs and benefits; and
To provide severance benefits to any participant who incurs a termination of employment under the circumstances described within a certain period following a change of control in recognition of their contributions to the Company.
Change of Control and Severance Treatment of Long-Term Incentive Equity Awards
Restricted Stock Units and Stock Options
All unvested RSUs and stock options have “double-trigger” acceleration of vesting that requires a qualifying termination in connection with a change of control. All RSUs and stock options vest in full only if the grantee’s employment is involuntarily terminated other(other than for “cause” or “disability,”“disability”), or in the case offor staff members subject to the Change of Control Severance Plan, is voluntarily terminated with “good reason,” in each case within two years following a change of control. All RSUs and stock options also vest in the event of a termination of employment due
to death or “disability” as follows: full vesting for grants made before the year of death or disability; and pro-rata vesting (based on months worked) for grants made during the year of death or disability. In the event of “retirement,” RSUs and stock options granted before the year of retirement continue vesting on their original vesting schedule, and for those awards granted in the year of retirement, they vest pro-rata based on months worked.
Performance Units
The Compensation Committee has maintained change of control features for each of the performance periods under our performance award programs to ensure that these programs reward participants for our performance until the successful closing of any change of control. In general, the performance units are earned based on a truncated
performance period and our performance throughending on the quarter end immediately prior to any change of control (or target performance for the operating measures if the change of control occurs in the first year of a performance period). If the change of control occurs within the first six months of a performance period, the amount earned ispro-rated based on the number of months of the performance period prior to the change of control. In the event of a termination of employment due to death, disability, or retirement, our performance units provide for potentialearn-out at the end of the performance period based on actual results with the amount earnedpro-rated based on the termination date. For additional information on the levels of payout, see “Potential Payments Upon Termination or Change of Control—Long-Term Incentive Equity Awards—Performance Units” in our Executive Compensation Tables.
Limited Retirement Benefits and Deferred Compensation Plan
Health, retirement, and other benefits programs are generally available to our U.S.-based staff members, including our NEOs, and arewith the overall benefit programs typically targeted to align in value with those programs offered by our peer group. The primary survey used to make this comparison is the Aon Hewitt Benefit Index®, last updated as of May 2018July 2020, using a comparator group of 14 companies chosen by Amgen as representative of its peer group. The data generated from this survey is used by the Compensation Committee and management in evaluating the competitive positioning and program design of these health, retirement, and other benefit programs.
Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan
Our Retirement and Savings Plan, or 401(k) Plan, is available to U.S.-based staff members of the Company and participating subsidiaries.subsidiaries (except Puerto Rico). All 401(k) Plan participants are eligible to receive the same proportionate level of matching and core contributions from us.
We credit to our Supplementalprovide a 5% contribution on eligible compensation and 5% matching contribution on voluntary deferrals under the 401(k) Plan for each staff member. The Retirement and Savings Plan or SRP, whichfor Amgen Manufacturing Limited is available to all 401(k) Plan participants, Company core and matching contributions on eligible compensation that cannot be made to the 401(k) Plan because they relate to compensation that is in excess of the maximum amount of recognizable compensation allowed under the Internal Revenue Code’s qualified plan rules. We also credit staff members in the SRP for lost 401(k) Plan Company match and core contributions resulting from making a deferral into the Nonqualified Deferred Compensation Plan, or NDCP. Earnings under the SRP are market-based—there are no “above market” or guaranteed rates of returns offered in this plan and this plan enables us to provide the same percentage of base salary and annual cash incentive award as a retirement contribution to U.S.-based staff members at all levels. SRP and NDCP participants can direct notional account investments using the 401(k) Plan investing structure (excluding self-direct brokerage and our Company stock) as well as a variety of target date funds. Unlike a traditional pension plan, which provides a lifetime annuity that replaces a significant portion of a participant’s final pay, retirement benefits from our 401(k) Plan and SRP are based on the investment return on the staff member’s own investment elections, with the participant bearing the investment risk. The NDCP offers all U.S.-based staffPuerto Rico.
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Our Supplemental Retirement Plan, or SRP, is available to all 401(k) Plan participants and is designed to provide a “make whole” benefit to 401(k) Plan participants who have eligible compensation in excess of the Internal Revenue Code’s qualified plan compensation limit. The Company credits to the SRP a 10% contribution on eligible compensation in excess of the qualified plan compensation limit to represent the equivalent percentage of Company contributions that would have been made to the 401(k) Plan if the compensation had been eligible for deferral in the 401(k) Plan. For the same reason, the Company also credits to the SRP a 10% contribution on amounts voluntarily deferred by a participant into the Nonqualified Deferred Compensation Plan, or NDCP.
The SRP enables us to provide the same percentage of base salary and annual cash incentive award as a retirement contribution to U.S.-based staff members at all levels.
Earnings under the SRP and NDCP are market-based – there are no “above market” or guaranteed rates of returns offered in these plans. SRP and NDCP participants can direct notional account investments using the 401(k) Plan investing structure (excluding self-direct brokerage and our Company stock) plus a variety of target date funds. Unlike a traditional pension plan, which generally provides a lifetime annuity that replaces a portion of a participant’s final pay, retirement benefits from our 401(k) Plan and SRP are based on the investment return on the staff member’s own investment elections, with the participant bearing the risk of investment gains and losses.
The NDCP offers all U.S.-based staff members (including Puerto Rico) at director level and above the opportunity to defer eligible base salary andand/or annual cash incentive awards, up to maximum amounts typical at our peer group. We also have the discretion to make contributions to this plan, but we do not make such contributions on a regular basis.basis and did not make any contributions in 2021. We believe that offering the NDCP is appropriate because it provides executivesparticipants the opportunity to save for retirement in atax-effective fashion that is not readily available without our sponsorship.
Health Savings Account and Retiree Medical Savings Account Plan for all U.S.-based Staff Members
We offer a high deductible health plan and a health savings account that is generally available to U.S.-based (excluding Puerto Rico) staff
members. We also maintain a Retiree Medical Savings Account Plan available to U.S.-based (excluding Puerto Rico) staff members that allows all staff members to makeafter-tax deferrals to be used post-termination to reimburse them for reimbursement of eligible medical expenses. Under the Retiree Medical Savings Account Plan, the Company credits all eligible staff members with an annual contribution ($1,000) and makes a matching contribution equal to 50% of a staff member’s deferrals (up to(to a maximum match of $1,500 per year). Company credits can be accessed to reimburse eligible medical expenses of staff members who terminate having fulfilled the Company’s retirement criteria. We do not offer a traditional Company-paid retiree medical plan to our NEOs or other U.S.-based staff members.
TaxesTax and Accounting Standards
Tax Deductibility Under Section 162(m) of the Internal Revenue CodeStandards
Section 162(m) of the Internal Revenue Code places a $1 million limit on the amount of compensation that we may deduct for income tax purposes for any year with respect to compensation paid to “covered employees.” For tax years beginning after December 31, 2017, a covered employee includes an executive officer who holds the positions of either principal executive officer, or PEO, or principal financial officer, or PFO, at any time during the tax year, as well as an executive officer whose total compensation for the tax year is required to be reported to shareholders under the Securities Exchange Act of 1934 by reason of such employee being among the three highest compensated officers for the taxable year (excluding the PEO and PFO), regardless of whether the executive officer is serving at year end. In addition, if an individual is a covered employee for a tax year beginning after December 31, 2016, the individual remains a covered employee for all future years. Because of this“once-a-covered-employee,always-a-covered-employee” rule, the total number of our covered employees in 2019 is higher than in 2018.
In 2017, The Tax Cuts and Jobs Act, or Tax Reform Act, was signed into law effective for taxable years beginning after December 31, 2017. Prior to the Tax Reform Act, the $1 million limit did not apply to performance-based compensation, as defined. While the Tax Reform Act eliminated the exception for performance-based compensation, a transition rule continues the exception of performance-based
compensation provided pursuant to a written binding contract that was
in effect on November 2, 2017 and not modified in any material respect on or after such date. Under the transition rule, compensation related to the exercise of stock options granted on or before November 2, 2017 and compensation earned with respect to performance units granted prior to November 2, 2017, is anticipated to qualify for the exception for performance-based compensation, under the transition rules, provided that such contracts are not materially modified after that date. The cash tax impact for 2019 of compensation not being deductible due to the Section 162(m) limit is approximately $4.8 million, assuming the Company’s U.S. combined effective tax rate for 2019.
Accounting Standards
Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, RSUs, and performance units under our LTI equity award plansprogram are accounted for under FASB ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our LTI equity award plans and programs. For example, the Compensation Committee modified our Employee Stock Purchase Plan to make itnon-compensatory under the “safe harbor” provisions of the accounting rules and, therefore, we no longer recognize compensation expense under this plan. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.
72 ï 20202022 Proxy Statement 65
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Executive Compensation Tables
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Summary Compensation Table
The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by each of our Named Executive Officers, or NEOs.
| Name and Principal Position | Year | Salary
|
|
|
($) | (1)
|
($) | Stock Awards ($) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) |
|
|
|
| |||||||||||||||||||||||||||||||||||
Performance Units and Restricted Stock Units | Stock Options | EIP | |||||||||||||||||||||||||||||||||||||||||||||||||
Robert A. Bradway Chief Executive Officer and President
|
|
2021
|
|
|
1,674,061
|
|
|
0
|
|
|
11,138,622
|
|
|
4,773,710
|
|
|
3,420,000
|
|
|
714,761
|
|
|
21,721,154
|
| |||||||||||||||||||||||||||
Murdo Gordon Executive Vice President,
Commercial Operations
|
|
2021
|
|
|
1,072,595
|
|
|
0
|
|
|
3,499,717
|
|
|
1,499,963
|
|
|
1,461,000
|
|
|
286,909
|
|
|
7,820,184
|
| |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||
David M. Reese Executive Vice President,
and Development
|
|
2021
|
| 1,065,127 | 0 | 3,359,848 | 1,439,975 | 1,449,000 | 271,734 | 7,585,684 | |||||||||||||||||||||||||||||||||||||||||
Peter H. Griffith Executive Vice President, and Chief Financial Officer | 2021 | 1,014,963 | 0 | 2,799,665 | 1,199,979 | 1,382,000 | 267,427 | 6,664,034 | |||||||||||||||||||||||||||||||||||||||||||
Esteban Santos Executive Vice President, Operations
|
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| (1) | Reflects base salary earned in eachbi-weekly pay period (or portion thereof) during each fiscal year beforepre-tax contributions and, therefore, includes compensation deferred under our qualified deferred compensation plan and nonqualified deferred compensation plan, or NDCP. Under payroll practices for salaried staff members of our U.S. entities, including our NEOs, base salary earned in a pay period is computed by dividing the annual base salary then in effect by 26, which is the number of fullbi-weekly pay periods in a year. |
| (2) | For |
66 ï 20202022 Proxy Statement73
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Executive Compensation Tables
|
|
The number of units to be earned for the performance units granted during |
| Fair Value of Performance Units for the 2019-2021 Performance Period | ||||||||||||||||
Fair Value of Performance Units for the 2021-2023 Performance Period | Fair Value of Performance Units for the 2021-2023 Performance Period | |||||||||||||||
| Name | Based on the Maximum Performance Regarding the 2019-2021 Operating Performance Measures | Based on the Maximum Performance Regarding the Operating Performance Measures and Maximum Payout for the TSR Modifier | Maximum Performance of Operating Metrics and Target TSR Performance ($) | Maximum Performance of Operating Metrics and TSR Metrics ($) | ||||||||||||
Robert A. Bradway |
| $11,899,532 |
|
| $13,999,627 |
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| 13,525,545 |
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| 15,912,406 |
| ||||
Murdo Gordon |
| $3,399,678 |
|
| $3,999,732 |
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| 4,249,845 |
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| 4,999,878 |
| ||||
David W. Meline |
| $3,399,678 |
|
| $3,999,732 |
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David M. Reese |
| $3,399,678 |
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| $3,999,732 |
|
| 4,079,719 |
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| 4,799,699 |
| ||||
Jonathan P. Graham |
| $2,379,680 |
|
| $2,799,624 |
| ||||||||||
Peter H. Griffth |
| 3,399,469 |
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| 3,999,495 |
| ||||||||||
Esteban Santos |
| 4,037,187 |
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| 4,749,782 |
| ||||||||||
| (3) | For |
| (4) | Reflects amounts that were earned under our Executive Incentive Plan, or EIP, for |
| (5) | See the subsection “All Other Compensation—Perquisites and Other Compensation” immediately following these footnotes. |
All Other Compensation—Perquisites and Other Compensation
Perquisites. The amounts reported reflect the aggregate incremental cost of perquisites and other personal benefits provided to our NEOs and are included in the “All Other Compensation” column of the “Summary Compensation Table.” The following table sets forth the perquisites provided to our NEOs in 2019.2021.
| Personal Use of Company Aircraft(1) | Personal Use of Company Car and Driver(2) | Personal Financial Planning Services | Other(3) | |||||||||||||||||||||||||||||||||||||||||||||
| Personal Use of Company Aircraft(1) | Personal Use of Company Car and Driver(2) | Personal Financial Planning Services | Moving and Relocation Expenses(3) | Other(4) | ||||||||||||||||||||||||||||||||||||||||||||
| Name | Aggregate Incremental Cost($) | Aggregate Incremental Cost($) | Aggregate Incremental Cost($) | Aggregate Incremental Cost($) | Tax Gross- Up($) | Aggregate Incremental Cost($) | Total($) | Aggregate Incremental Cost($) | Aggregate Incremental Cost($) | Aggregate Incremental Cost($) | Aggregate Incremental Cost($) | Total($) | ||||||||||||||||||||||||||||||||||||
Robert A. Bradway |
| 106,505 |
|
| 4,306 |
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| 15,000 |
|
| 0 |
|
| 0 |
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| 16,173 |
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| 141,984 |
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| 166,559 |
|
| 2,725 |
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| 15,000 |
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| 13,450 |
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| 197,734 |
| ||||||||||||
Murdo Gordon |
| 209 |
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| 47 |
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| 15,000 |
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| 4,347 |
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| 34,879 |
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| 10,354 |
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| 64,836 |
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| 5,833 |
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| 0 |
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| 15,000 |
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| 10,000 |
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| 30,833 |
| ||||||||||||
David W. Meline |
| 204 |
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| 3,113 |
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| 15,000 |
|
| 0 |
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| 0 |
|
| 12,758 |
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| 31,075 |
| |||||||||||||||||||||||||||
David M. Reese |
| 0 |
|
| 0 |
|
| 15,000 |
|
| 0 |
|
| 0 |
|
| 12,497 |
|
| 27,497 |
|
| 0 |
|
| 0 |
|
| 15,000 |
|
| 7,079 |
|
| 22,079 |
| ||||||||||||
Jonathan P. Graham |
| 209 |
|
| 76 |
|
| 15,000 |
|
| 0 |
|
| 0 |
|
| 10,221 |
|
| 25,506 |
| |||||||||||||||||||||||||||
Peter H. Griffith |
| 0 |
|
| 14 |
|
| 15,000 |
|
| 10,000 |
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| 25,014 |
| |||||||||||||||||||||||||||||||||
Esteban Santos |
| 0 |
|
| 0 |
|
| 15,000 |
|
| 12,200 |
|
| 27,200 |
| |||||||||||||||||||||||||||||||||
| (1) | The aggregate incremental cost of use of our aircraft for personal travel by our NEOs is allocated entirely to the highest ranking NEO present on the flight (except foron-board catering costs which are allocated to each NEO present). If each NEO present on the flight is the same level, the aggregate incremental costs of use of our aircraft for personal travel is allocated to each NEO present. The aggregate incremental cost for personal use of our aircraft is calculated based on our variable operating costs, which include crew travel expenses,on-board catering, landing fees, trip-related hangar/parking costs, fuel, trip-related maintenance, and other smaller variable costs. In determining the incremental cost relating to fuel and trip-related maintenance, we applied an estimate derived from our average costs. We believe that the use of this methodology for |
| (2) | The aggregate incremental cost for personal use of the car and driver provided by us is determined as the sum of the cost of fuel, driver overtime costs allocable to personal usage, and maintenance costs for the total number of personal miles driven. Personal miles include travel to and from work from home. As the cars are used primarily for business travel, fixed costs that would be incurred by us to operate the company cars for business use such as car lease or rental costs and driver salaries are not included. |
| (3) | Other expenses include: |
| (a) | Company contributions to non-profit charities designated by the executive in the amount of $10,000 for Messrs. Bradway, Gordon, Griffith, and Santos and $7,079 for Dr. Reese. |
| (b) | Executive physicals and expenses related to guests accompanying the NEOs on business travel. |
74 ï 20202022 Proxy Statement 67
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Executive Compensation Tables
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Other Compensation. The following table sets forth compensation for our NEOs in 20192021 incurred in connection with our 401(k) Retirement and Savings Plan, or 401(k) Plan, our NDCP, and our Supplemental Retirement Plan, or SRP. These amounts, along with the perquisites and other compensation discussed above, are included in the “All Other Compensation” column of the “Summary Compensation Table.” See “Nonqualified Deferred Compensation” below for a description of these plans.
| Name | Company Contributions to 401(k) Retirement and Savings Plan($) |
Company Credits to Non-Qualified |
Company Credits to Supplemental Retirement Plan($) | Total($) | Company Contributions to 401(k) Retirement and Savings Plan($)(1) |
Company Credits to |
Company Credits to | Total($) | ||||||||||||||||||||||||
Robert A. Bradway |
| 28,000 |
|
| 0 |
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| 521,185 |
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| 549,185 |
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| 29,878 |
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| 0 |
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| 487,149 |
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| 517,027 |
| ||||||||
Murdo Gordon |
| 22,231 |
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| 0 |
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| 125,415 |
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| 147,646 |
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| 29,002 |
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| 0 |
|
| 227,074 |
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| 256,076 |
| ||||||||
David W. Meline |
| 28,000 |
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| 0 |
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| 233,765 |
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| 261,765 |
| ||||||||||||||||||||
David M. Reese |
| 28,000 |
|
| 0 |
|
| 160,314 |
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| 188,314 |
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| 29,151 |
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| 0 |
|
| 220,504 |
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| 249,655 |
| ||||||||
Jonathan P. Graham |
| 28,000 |
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| 0 |
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| 207,688 |
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| 235,688 |
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Peter H. Griffith |
| 29,076 |
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| 0 |
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| 213,337 |
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| 242,413 |
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Esteban Santos |
| 29,000 |
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| 0 |
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| 208,375 |
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| 237,375 |
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| (1) | Amounts over $29,000 reflect contributions in 2021 to correct an administrative error concerning 2020 contributions. |
Grants of Plan-Based Awards
The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, 2021. All of our equity based awards were granted under the Amgen Inc. 2009 Equity Incentive Plan, as amended.
Estimated Future Payouts |
Estimated Future | All Other | All Other (#)(5) | Exercise ($/Sh) | Grant Date | |||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Approval Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||
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| EIP/GMIP | Performance Units | RSUs | Stock Options |
| |||||||||||||||||||||||||||||||||||||||||||||
Robert A. Bradway | 3/2/2021 | 3/2/2021 | (2) | (2) | 12,246,250 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | (3) | 31,240 | 62,480 | 7,956,203 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | 13,280 | 3,182,419 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 4/30/2021
|
|
| 3/2/2021
|
|
| 115,307
|
|
| 239.64
|
| 4,773,710 | (8) | |||||||||||||||||||||||||||||||||||||||
Murdo Gordon | 3/2/2021 | 3/2/2021 | (2) | (2) | 7,347,750 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | (3) | 9,816 | 19,632 | 2,499,939 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | 4,172 | 999,778 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 4/30/2021
|
|
| 3/2/2021
|
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| 36,231
|
|
| 239.64
|
| 1,499,963 | (8) | |||||||||||||||||||||||||||||||||||||||
David M. Reese | 3/2/2021 | 3/2/2021 | (2) | (2) | 7,347,750 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | (3) | 9,423 | 18,846 | 2,399,850 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | 4,006 | 959,998 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 4/30/2021
|
|
| 3/2/2021
|
|
| 34,782
|
|
| 239.64
|
| 1,439,975 | (8) | |||||||||||||||||||||||||||||||||||||||
Peter H. Griffith | 3/2/2021 | 3/2/2021 | (2) | (2) | 7,347,750 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | (3) | 7,852 | 15,704 | 1,999,747 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | 3,338 | 799,918 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 4/30/2021
|
|
| 3/2/2021
|
|
| 28,985
|
|
| 239.64
|
| 1,199,979 | (8) | |||||||||||||||||||||||||||||||||||||||
Esteban Santos | 3/2/2021 | 3/2/2021 | (2) | (2) | 7,347,750 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | (3) | 9,325 | 18,650 | 2,374,891 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 4/30/2021 | 3/2/2021 | 3,964 | 949,933 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 4/30/2021
|
|
| 3/2/2021
|
|
| 34,420
|
|
| 239.64
|
| 1,424,988 | (8) | |||||||||||||||||||||||||||||||||||||||
| (1) | Reflects the date on which the grants were approved by the Compensation and Management Development Committee, or Compensation Committee. |
68 ï 20202022 Proxy Statement75
|
Executive Compensation Tables
|
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Grants of Plan-Based Awards
The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the year ended December 31, 2019. All of our equity based awards were granted under the Amgen Inc. 2009 Equity Incentive Plan, as amended.
Estimated Future Payouts |
Estimated Future Payouts | All Other | All Other (#)(5) | Exercise ($/Sh) | Grant Date
| |||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Approval Date(1) | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||||||||||||
| EIP/GMIP | Performance Units | RSUs | Stock Options | |||||||||||||||||||||||||||||||||||||||||||||||||
Robert A. Bradway | 3/6/19 | 3/6/19 | (2) | (2) | 11,285,000 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | (3) | 37,154 | 74,308 | 6,999,814 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | 15,791 | 2,799,902 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 5/3/19
|
|
| 3/6/19
|
|
| 137,840
|
|
| 177.31
|
| 4,199,985 | (8) | |||||||||||||||||||||||||||||||||||||||
Murdo Gordon | 3/6/19 | 3/6/19 | (2) | (2) | 6,771,000 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | (3) | 10,615 | 21,230 | 1,999,866 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | 4,511 | 799,845 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 5/3/19
|
|
| 3/6/19
|
|
| 39,382
|
|
| 177.31
|
| 1,199,970 | (8) | |||||||||||||||||||||||||||||||||||||||
David W. Meline | 3/6/19 | 3/6/19 | (2) | (2) | 6,771,000 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | (3) | 10,615 | 21,230 | 1,999,866 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | 4,511 | 799,845 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 5/3/19
|
|
| 3/6/19
|
|
| 39,382
|
|
| 177.31
|
| 1,199,970 | (8) | |||||||||||||||||||||||||||||||||||||||
David M. Reese | 3/6/19 | 3/6/19 | (2) | (2) | 6,771,000 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | (3) | 10,615 | 21,230 | 1,999,866 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | 4,511 | 799,845 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 5/3/19
|
|
| 3/6/19
|
|
| 39,382
|
|
| 177.31
|
| 1,199,970 | (8) | |||||||||||||||||||||||||||||||||||||||
Jonathan P. Graham | 3/6/19 | 3/6/19 | (2) | (2) | 4,514,000 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | (3) | 7,430 | 14,860 | 1,399,812 | (6) | ||||||||||||||||||||||||||||||||||||||||||||||
| 5/3/19 | 3/6/19 | 3,158 | 559,945 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
| 11/1/19 | 10/21/19 | 9,176 | 1,999,909 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||
|
| 5/3/19
|
|
| 3/6/19
|
|
| 27,568
|
|
| 177.31
|
| 839,997 | (8) | |||||||||||||||||||||||||||||||||||||||
|
| (2) | Represents awards to our NEOs made under our EIP. For our EIP participants, the “maximum” amounts shown in the table above reflect the largest possible payments under our EIP for the |
Our 2021 Company performance goals under the GMIP were financial and operating performance goals weighted as follows: (1) Deliver Results (60%)—30% Revenues and 30% ï 2020 Proxy StatementAnnual Cash Incentive Awards 69” in our Compensation Discussion and Analysis.
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($) |
| Non-Equity Compensation($) | ||||||||||||||||||||||||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards($) | Non-Equity Compensation($) | |||||||||||||||||||||||||||||||||||
| Name | Threshold | Target | Maximum | Actual | Threshold | Target | Maximum |
| Actual | |||||||||||||||||||||||||||
Robert A. Bradway |
| — |
|
| 2,390,769 |
|
| 5,379,230 |
|
| 3,321,000 |
| — |
|
| 2,499,738 |
|
| 5,624,411 |
|
| 3,420,000 |
| |||||||||||||
Murdo Gordon |
| — |
|
| 1,021,154 |
|
| 2,297,597 |
|
| 1,418,000 |
| — |
|
| 1,067,742 |
|
| 2,402,420 |
|
| 1,461,000 |
| |||||||||||||
David W. Meline |
| — |
|
| 994,646 |
|
| 2,237,954 |
|
| 1,382,000 | |||||||||||||||||||||||||
David M. Reese |
| — |
|
| 970,139 |
|
| 2,182,813 |
|
| 1,348,000 |
| — |
|
| 1,059,039 |
|
| 2,382,838 |
|
| 1,449,000 |
| |||||||||||||
Jonathan P. Graham |
| — |
|
| 878,494 |
|
| 1,976,612 |
|
| 1,220,000 | |||||||||||||||||||||||||
Peter H. Griffith |
| — |
|
| 1,010,373 |
|
| 2,273,339 |
|
| 1,382,000 |
| ||||||||||||||||||||||||
Esteban Santos |
| — |
|
| 989,750 |
|
| 2,226,938 |
|
| 1,354,000 |
| ||||||||||||||||||||||||
| (3) | Reflects estimated payouts regarding performance units granted during |
For all the NEOs, the payout percentage for the 2021-2023 performance period is earned based on two operating measures, with the total that can be earned under such operating measures ranging from 30% to 170%, which is then modified up or down by up to 30 percentage points based on our relative TSR performance ranking. The non-GAAP operating measures are: (1) annual earnings per share; and (2) annual return on invested capital, or ROIC. Each of the operating measures are measured against pre-established goals for every year in the 2021-2023 performance period, which runs from January 1, 2021 through December 31, 2023. All goals are set at the commencement of the three-year performance period. Each applicable operating measure is weighted equally (one-half per measure) to determine the total operating measure percentage for that year. At the end of the performance period, the final annual operating performance percentages for each of the three years are averaged to determine the score for the three-year performance period. The TSR modifier is based on how the TSR of our Common Stock ranks relative to the TSRs of the companies that are listed in the S&P 500, as defined (the Reference Group), over the period from the date of grant through the end of the performance period. If the rank of the TSR of our Common Stock equals or exceeds the 75th percentile or equals or is less than the 25th percentile, the TSR modifier increases or decreases the payout by 30 percentage points, respectively. If the TSR of our Common Stock is at the 50th percentile, the TSR modifier is zero. Linear interpolation is used to determine the TSR modifier if the rank of the TSR of our Common Stock falls between these percentiles. If our absolute TSR over the performance period is less than 0, then the modifier cannot be greater than 0.
All performance units accrue dividend equivalents deemed reinvested in shares and that are payable in shares only to the extent and when the underlying performance units are earned. For more information, see “Elements of Compensation and Specific Compensation Decisions—Long-Term Incentive Equity Awards” in our Compensation Discussion and Analysis. |
|
| (4) | Reflects the RSUs granted during |
| (5) | Reflects the |
| (6) | Reflects the grant date fair values of performance units granted to our NEOs for the |
| (7) | Reflects the grant date fair values of RSUs granted during |
| (8) | Reflects the grant date fair values of stock options granted during |
7076 ï 20202022 Proxy Statement
|
Executive Compensation Tables
|
|
Outstanding Equity Awards at FiscalYear-End
The following table sets forth summary information regarding the outstanding equity awards at December 31, 20192021 granted to each of our NEOs.
