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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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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Robert A. Bradway

Chairman of the Board,

Chief Executive Officer and President

Amgen Inc.

One Amgen Center Drive

Thousand Oaks, CA 91320-1799

Being developed in collaboration with AstraZeneca plc.

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.

Measured against a 2019 baseline.

Beginning with our Consolidated EEO-1 Report filed in 2021.

Tuesday, May 17, 2022, at 11:00 A.M., Pacific Time

Our 2022 Annual Meeting of Stockholders, or Annual Meeting, 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.

March 18, 2022. Amgen stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the Annual Meeting and any continuation, postponement, or adjournment thereof.

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 of record on the record date.

To elect 12 directors to the Board of Directors of Amgen for a term of office expiring at the 2023 annual meeting of stockholders. The nominees for election to the Board of Directors are Dr. Wanda M. Austin, Mr. Robert A. Bradway, Dr. Brian J. Druker, Mr. Robert A. Eckert, Mr. Greg C. Garland, Mr. Charles M. Holley, Jr., Dr. S. Omar Ishrak, Dr. Tyler Jacks, Ms. Ellen J. Kullman, Ms. Amy E. Miles, Dr. Ronald D. Sugar, and Dr. R. Sanders Williams;

To hold an advisory vote to approve our executive compensation;

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2022; and

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 “Information Concerning Voting and Solicitation—Attendance at the Annual Meeting” in the accompanying proxy statement.

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.

  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

•   By Internet: You may submit a proxy over the internet 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 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 internet or telephone.

•   At the Meeting: To vote at the Annual Meeting, visit www.virtualshareholdermeeting.com/AMGN2022. You will need the control number that appears on your Notice, proxy card, or voting instruction form. Please note that if your shares are held of record by a broker, bank, trust, or other nominee, and you decide to attend and vote at the Annual Meeting, your vote in person at the Annual Meeting will not be effective unless you provide a legal proxy, issued in your name from the record holder (your broker, bank, trust, or other nominee). Please read “Information Concerning Voting and Solicitation—Attendance at the Annual Meeting.” Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

  Nominee

Since

and

Nominating

and

Management

Development

Award

Responsibility  

and  

Compliance  

  Wanda M. Austin

  Robert A. Bradway

  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

  R. Sanders Williams

indicates Lead Independent Director.

indicates Chair of the committee.

indicates member of the committee.

Effective Board    

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)

Focus on    

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)

History of    

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.

Who meet the requirements set forth in our Restated Certificate of Incorporation or our Amended and Restated Bylaws, as applicable.

Beginning with our Consolidated EEO-1 Report filed in 2021.

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.

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.

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)

Being developed in collaboration with AstraZeneca plc.

DARZALEX FASPRO is a registered trademark of Janssen Biotech, Inc.

Formed when a molecule has been judged to have the potential to be safe and effective in humans.

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

Earned

Financial Performance

Revenues

Non-GAAP Net Income⁽²⁾

Progress Innovative Pipeline

Advance Early Pipeline

Execute Key Clinical Studies and Regulatory Filings

Deliver Annual Priorities

Environmental, Social, and Governance

Digital Transformation

Final Score

Percentages do not total to final score due to rounding.

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.

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.

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.

Forfeiture and cancellation applies to any unvested or unexercised portion of any stock options granted after December 31, 2020.

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.

Nominee

Since

and

Nominating

Compensation

and

Management

Development

Award

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.

indicates Chair of the committee.

indicates member of the committee.

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.

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.

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.

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.

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.

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.

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 Moonshot^SM 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.

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.

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.

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.

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.

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  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.

Responsibility of the Compliance Committee in 2021. Responsibility for these activities moved to the Compensation Committee for 2022.