Robert A. Bradway

Chairman of the Board,

Chief Executive Officer and President

Amgen Inc.

1 Amgen Center Drive Thousand Oaks, CA 91320 USA

Breakthrough Therapy Designation is a process designed to expedite the development and review of drugs that are intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over available therapy on a clinically significant endpoint.

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.

Friday, May 31, 2024, at 11:00 A.M., Pacific Time

Our 2024 Annual Meeting of Stockholders, or Annual Meeting, will be held solely by remote communication via the internet at www.virtualshareholdermeeting.com/AMGN2024. Although the meeting will not be held 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 and vote at our Annual Meeting via the internet at www.virtualshareholdermeeting.com/AMGN2024 and using your control number.

April 1, 2024. 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 Notice, or the proxy statement and proxy card, as applicable, on or about April 17, 2024, 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 2025 annual meeting of stockholders. The nominees for election to the Board of Directors are Dr. Wanda M. Austin, Mr. Robert A. Bradway, Dr. Michael V. Drake, Dr. Brian J. Druker, Mr. Robert A. Eckert, Mr. Greg C. Garland, Mr. Charles M. Holley, Jr., Dr. S. Omar Ishrak, Dr. Tyler Jacks, Dr. Mary E. Klotman, Ms. Ellen J. Kullman, and Ms. Amy E. Miles;

To hold an advisory vote to approve our executive compensation;

To approve our proposed Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan, which amends our existing Amended and Restated 2009 Equity Incentive Plan to, in part, increase the authorized number of shares issuable under the plan by 31,297,000 shares;

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2024; 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:

Friday, May 31, 2024, at 11:00 A.M., Pacific Time

Location:

Our 2024 Annual Meeting of Stockholders will be held solely by remote communication via the internet at www.virtualshareholdermeeting.com/AMGN2024. Although the meeting will not be held 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 and vote at our Annual Meeting via the internet at www.virtualshareholdermeeting.com/AMGN2024 and using your control number.

Record Date:

April 1, 2024

Mail Date:

We intend to mail the Notice Regarding the Availability of Proxy Materials, or Notice, or the proxy statement and proxy card, as applicable, on or about April 17, 2024, to our stockholders.

 Matter

For More

Information

Our Board Vote
Recommendation

 Management Proposals:

 Item 1:

Election of the 12 Nominees to the Board of Directors

Page  8

FOR Each Board Nominee

 Item 2:

Advisory Vote to Approve Our Executive Compensation

Page  47

FOR

 Item 3:

Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan

Page 108

FOR

 Item 4:

Ratification of Selection of Independent Registered Public Accountants

Page 123

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/AMGN2024. 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 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

61

2011

 Michael V. Drake

73

2022

 Brian J. Druker

68

2018

 Robert A. Eckert*

69

2012

 Greg C. Garland

66

2013

 Charles M. Holley, Jr.

67

2017

 S. Omar Ishrak

68

2021

 Tyler Jacks

63

2012

 Mary E. Klotman

70

(1)

 Ellen J. Kullman

68

2016

 Amy E. Miles

57

2020

Lead Independent Director.

Indicates current Chair of the committee, except as provided below.

Indicates current members of the committee, except as provided below.

Dr. Klotman is standing for initial election to the Board. Subject to her election to the Board by our stockholders at the Annual Meeting, it is anticipated that Dr. Klotman will be appointed to the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee, effective as of the Annual Meeting.

Subject to her re-election to the Board by our stockholders at the Annual Meeting, Ms. Kullman will serve as Chair of the Corporate Responsibility and Compliance Committee, effective June 1, 2024.

✓ Highly Independent Board – 11 of our 12 director nominees (page 33)

✓ Regular Executive Sessions of Independent Directors and Access to Management (pages 21, 24, and 32)

✓ All Directors Meet Our Board of Directors Guidelines for Director Qualifications and Evaluations (Appendix A)

✓ Robust Lead Independent Director Role (pages 23-25)

✓ Limitation on Number of Other Boards (page 22)

✓ Annual Review of Director Commitment Levels (page 22)

✓ Corporate Responsibility and Compliance Committee (page 35)

✓ Enterprise Risk Management Program and Annual Compensation Risk Analysis – overseen by Board and Compensation and Management Development Committee, respectively (pages 25-26 and 44-45)

✓ Continuous Refreshment Practices (pages 22, 29-31)

–  4 Women and 3 Racially/Ethnically Diverse Director Nominees

–  Average Board Tenure of Approximately 6.3 Years for Our Director Nominees

–  Annual Election of Directors

✓ Annual Anonymous Board and Committee Evaluation Process (pages 21 and 32-33)

✓ Single Class of Shares – One share equals one vote (page 22)

✓ 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 23 and 133)

✓ Majority Voting Standard for Director Elections (pages 22 and 131)

✓ Stockholders⁽¹⁾ May Act By Written Consent (page 23)

✓ Stockholders⁽¹⁾ Have a Right to Call Special Meetings (15% threshold requirement) (page 23)

✓ No Supermajority Vote Provisions in Certificate of Incorporation or Bylaws (page 23)

✓ No Poison Pill (page 23)

✓ Regular Engagement With Stockholders to Seek Feedback (pages 22 and 60-61)

✓ Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance (ESG), Has Delivered Environmentally Responsible Operations with Reduced Costs and Increased Efficiencies, Improved Patient Access to Medicines, Provided High Quality, Free Science Education Resources, and Benefited the Communities Where We Live and Work (pages 36-41)

✓ Significant Stock Ownership Requirements for Officers and Directors (pages 44, 53, 78-79, and 103-104)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF

THE 12 NOMINEES TO THE BOARD OF DIRECTORS.

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

We executed key clinical studies and advanced our robust pipeline that includes potential first-in-class and/or best-in-class medicines.

In our oncology therapeutic area we were granted three Breakthrough Therapy Designations⁽¹⁾ by the U.S. Food and Drug Administration, or FDA, for:

tarlatamab for patients with advanced-stage small cell lung cancer (SCLC) and the FDA also granted tarlatamab Priority Review;⁽²⁾

BLINCYTO^® for the treatment of patients with B-cell precursor acute lymphoblastic leukemia (B-ALL); and

LUMAKRAS^® in combination with Vectibix^® in third-line KRAS G12C mutated metastatic colorectal cancer.

We have continued to advance our biosimilar programs (with 11 biosimilars in our current portfolio).

We generated four new product teams (formed when a molecule has been judged to possess many of the attributes of a clinical candidate) and two investigational new drug (IND) approvals, initiated five first-in-human studies in unique indications, and we determined to advance five programs into the clinic.

In 2023, while investing $27.8 billion in a strategic business acquisition, $4.8 billion in research and development, and $1.1 billion in capital expenditures, we also returned $4.6 billion of capital to our stockholders in dividends.

Breakthrough Therapy Designation is a process designed to expedite the development and review of drugs that are intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over available therapy on a clinically significant endpoint.

The FDA grants Priority Review to applications for medicines that offer, if approved, significant improvements over available options or may provide a treatment option where no adequate therapy currently exists.

2023 Annual Cash Incentive Plan

2021-2023 Long-Term Incentive Performance Award Payout

Our annual cash incentive plan is designed to focus our staff on delivering financial and operational objectives, 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

Achieved

Financial Performance

Revenues

Non-GAAP Net Income⁽¹⁾

Progress Innovative Pipeline

Advance Early Pipeline

Execute Key Clinical Studies and Regulatory Filings

Deliver Annual Priorities

Environmental, Social, and Governance

Successful Integrations and Collaborations

Final Score

Non-Generally Accepted Accounting Principles (non-GAAP) net income for purposes of the 2023 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 2021–2023 performance period are as reported and reconciled in Appendix B, except that operating measures for 2023 performance were further adjusted to exclude the impact of direct on-going revenues and expenses, including interest expense from acquisition-related debt, from the acquisitions of TeneoBio, Inc., ChemoCentryx, Inc. and Horizon Therapeutics plc, as prescribed by the 2021-2023 performance goals document when it was established in March 2021. For this purpose, non-GAAP net income was increased by $96 million, or $0.18 per share, and ROIC was decreased by 0.5%.

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.

Our clawback policy is available on our website at https://wwwext.amgen.com/about/how-we-operate/corporate-governance/amgen-policy-on-recovery-of-erroneously-awarded-compensation and filed in our Form 10-K for the year ended December 31, 2023. 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.

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

Stockholders are being asked to approve the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan, or the Amended Plan. Our Board of Directors has approved the Amended Plan, subject to stockholder approval.

Maintaining a long-term equity incentive plan, such as the Amended Plan, with an adequate reserve of shares, will enable the Company to implement long-term incentive compensation programs to retain our key employees, compensate our employees based on the performance of the Company, align the goals and objectives of our employees with the interests of our stockholders, and promote a focus on long-term value creation.

The Amended Plan amends and restates the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan and increases the number of shares of our Common Stock available for issuance by 31,297,000 shares. We do not have any other equity incentive plans pursuant to which equity awards can be granted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMGEN INC. SECOND AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN.

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, 2024.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

Nominee

Since

and

Nominating

and

Management

Development

Award

Responsibility 

and 

Compliance 

Wanda M. Austin

✓

69

2017

M

M

Robert A. Bradway

61

2011

C

M

Michael V. Drake

✓

73

2022

M

M

Brian J. Druker

✓

68

2018

M

M

Robert A. Eckert*

✓

69

2012

M

M

C

Greg C. Garland

✓

66

2013

C

M

M

Charles M. Holley, Jr.

✓

67

2017

C

M

M

S. Omar Ishrak

✓

68

2021

M

M

Tyler Jacks

✓

63

2012

M

M

Mary E. Klotman

✓

70

(1)

Ellen J. Kullman

✓

68

2016

M

M

C⁽²⁾

Amy E. Miles

✓

57

2020

M

M

Lead Independent Director.

Indicates current Chair of the committee, except as provided below.

Indicates current members of the committee, except as provided below.

Dr. Klotman is standing for initial election to the Board. Subject to her election to the Board by our stockholders at the Annual Meeting, it is anticipated that Dr. Klotman will be appointed to the Corporate Responsibility and Compliance Committee and the Governance and Nominating Committee, effective as of the Annual Meeting.

Subject to her re-election to the Board by our stockholders at the Annual Meeting, Ms. Kullman will serve as Chair of the Corporate Responsibility and Compliance Committee, effective June 1, 2024.

Wanda M. Austin

Director since: 2017

Age: 69

Committees:

• Audit

• Compensation and Management Development

Other Public Company Boards:

• Apple Inc.

• Chevron Corporation

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 science, technology, engineering, and mathematics (STEM) education. Dr Austin has been a director of Apple Inc. since February 2024, serving on its Audit and Finance Committee. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016 and lead independent director since May 2022, serving as the Chair of the Board Nominating and Governance Committee and a member of the Management Compensation Committee. Dr. Austin served as a director of Virgin Galactic Holdings, Inc., a commercial space flight company, from 2019 until August 2023, serving as the Chair of the Compensation Committee and a member of the Safety Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to 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

Our Board concluded that Dr. Austin should serve on our 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 board experience, including leadership roles at public company boards with global business operations.

Robert A. Bradway

Director since: 2011

Age: 61

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. He has served on the board of trustees of the USC 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

Our Board concluded that Mr. Bradway should serve on our 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, and board experience at large, highly regulated public companies.

Michael V. Drake

Director since: 2022

Age: 73

Committees:

•  Corporate Responsibility and Compliance

•  Governance and Nominating

Other Public Company Boards: None

Michael V. Drake has served as a director of the Company since August 2022. Dr. Drake has been President of the University of California, a system of 10 campuses, five medical centers, and three nationally affiliated labs that serves more than 280,000 students and employs 230,000 faculty and staff, since 2020. Dr. Drake previously served as President of The Ohio State University from 2014 to 2020. He was Chancellor and Distinguished Professor of Ophthalmology (School of Medicine) and Education (School of Education) of the University of California, Irvine, from 2005 to 2014, and served as Vice President for Health Affairs for the University of California system from 2000 to 2005. Prior to this, Dr. Drake was on the faculty of the University of California, San Francisco School of Medicine in various roles from 1979, and was the Steven P. Shearing Professor of Ophthalmology from 1998 to 2005 and Senior Associate Dean for Admissions and Extramural Academic Programs from 1998 to 2000. Dr. Drake received his undergraduate degree from Stanford University and his medical doctorate from the University of California, San Francisco.

Qualifications

Our Board concluded that Dr. Drake should serve on our Board based on his medical, healthcare and scientific background and his extensive management and leadership experience, including his more than two decades of leading and advancing two world-ranking academic systems where he has demonstrated his expertise at managing complex organizations.

Brian J. Druker

Director since: 2018

Age: 68

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 chief executive officer of the OHSU Knight Cancer Institute since 2024 (serving as the director from 2007 to 2024), 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 been a member of the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker has been a consultant to GRAIL, LLC, 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

Our Board concluded that Dr. Druker should serve on our 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: 69

Committees:

•  Compensation and Management Development (Chair)

•  Executive

•  Governance and Nominating

Other Public Company Boards:

•  Levi Strauss & Co.

•  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 Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010 and non-executive Chair of the Board since 2021, serving as the Chair of the Nominating, Governance and Corporate Citizenship Committee and a member of the Compensation and Human Capital Committee. Mr. Eckert also has served as a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2020, serving as the Chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Eckert served as a director of McDonald’s Corporation, a company that franchises and operates McDonald’s restaurants in the global restaurant industry, from 2003 until May 2023, serving as a member of the Public Policy and Strategy Committee and the Governance Committee. He was appointed a 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

Our 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.

Greg C. Garland     

Director since: 2013

Age: 66

Committees:

•  Compensation and Management Development

•  Executive

•  Governance and Nominating (Chair)

Other Public Company Boards:

•  Phillips 66⁽¹⁾

Greg C. Garland is the Executive Chairman of the board of directors of Phillips 66, a diversified energy manufacturing and logistics company, having held the position since July 2022, and chairs the Executive Committee.⁽¹⁾ Mr. Garland served as Chairman and Chief Executive Officer of Phillips 66 from 2012 to June 2022. Prior to Phillips 66, Mr. Garland served as Senior Vice President of 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 Products from 2000 to2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland received an undergraduate degree in Chemical Engineering from Texas A&M University.

Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. He is a member of the Board of Visitors, and an Executive Committee Member of The University of Texas MD Anderson Cancer Center, a leading cancer research and treatment institution. He is a founding member of Houston’s CEO Against Cancer. Mr. Garland serves as Vice Chairman of the Barbara Bush Literacy Foundation.

Qualifications

Our Board concluded that Mr. Garland should serve on our Board because Mr. Garland’s experience as a Chief Executive Officer and Chairman has provided him with strong management experience overseeing complex multinational businesses operating in highly regulated industries as well as expertise in financial reporting, risk management, environmental issues, business transformations and capital markets. He has significant experience with public policy and government affairs through his service on numerous councils and associations including former Chair of the American Petroleum Institute and was appointed by two administrations to serve on the National Petroleum Council.

Mr. Garland is expected to retire from the board of directors of Phillips 66 on May 15, 2024.

Charles M. Holley, Jr. 

Director since: 2017

Age: 67

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 of Walmart and prior to that, as 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 Committee and the Public Policy and Sustainability Committee. 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 Governance Committee. Mr. Holley is a lifetime member of the Advisory Council for the McCombs School of Business at the University of Texas at Austin and a member of the University of Texas Presidents’ Development Board. Mr. Holley received an undergraduate degree from the University of Texas at Austin and a master’s degree in business administration from the University of Houston.

Qualifications

Our Board concluded that Mr. Holley should serve on our 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: 68

Current Committees:

•  Compensation and Management Development

•  Corporate Responsibility and Compliance

Effective May 30, 2024, Dr. Ishrak will serve on the following committees:

•  Compensation and Management Development

•  Audit

Other Public Company Boards:

•  Allurion Technologies, Inc.

•  Intel Corporation

S. Omar Ishrak is the former Executive Chairman and Chairman of the Board 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, serving as a member of the Audit and Finance Committee and Corporate Governance and Nominating Committee, and Chairman of its Board from 2020 until January 2023. Dr. Ishrak has served as Co-Chairman and lead independent director, as well as a member of the Audit Committee and Nominating and Corporate Governance Committee, of Allurion Technologies, Inc., a weight loss platform combined with gastric balloon, since its merger in 2023 with Compute Health Acquisition Corporation, a special purpose acquisition company, where Dr. Ishrak served as Chairman of the Board of Directors from 2021 until its merger in 2023. 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

Our 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.

Tyler Jacks

Director since: 2012

Age: 63

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 served on the scientific advisory boards of SQZ Biotechnologies Company, a biotechnology company, from 2015 until 2023, and 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 the 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.

Qualifications

Our Board concluded that Dr. Jacks should serve on our 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 multiple scientific advisory boards and service to the National Cancer Advisory Board.

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.

Mary E. Klotman

Director since: Standing for initial election to the Board.

Age: 70

Committees: It is anticipated that Dr. Klotman will serve on the following committees subject to her election to the Board:

•  Corporate Responsibility and Compliance

•  Governance and Nominating

Other Public Company Boards: None

Mary E. Klotman is standing for initial election to the Company’s Board and will be appointed as a director effective as of the Company’s 2024 Annual Meeting of Stockholders subject to her election by stockholders. Dr. Klotman was first identified to the Governance and Nominating Committee as a potential director candidate by a non-employee member of the Board. Dr. Klotman has been Executive Vice President for Health Affairs of Duke University since 2023, Dean of the Duke University School of Medicine since 2017, and Chief Academic Officer of Duke Health since 2020. Dr. Klotman previously served as chair of the Department of Medicine in the Duke University School of Medicine from 2010 to 2017. She was the Irene and Dr. Arthur M. Fishberg Professor of Medicine at the Mount Sinai School of Medicine and served as chief of the Division of Infectious Diseases from 1997 to 2010. Dr. Klotman was also co-director of Mount Sinai’s Global Health and Emerging Pathogens Institute, a program designed to translate basic science discoveries into clinical therapeutics for newly emerging and re-emerging infectious diseases.

Dr. Klotman was elected to the National Academy of Medicine in 2014 and the American Academy of Arts and Sciences in 2021. Dr. Klotman received both her undergraduate degree and her medical doctorate from Duke University.

Qualifications

Our Board concluded that Dr. Klotman should serve on our Board based on her broad medical and scientific background, including her expertise leading an important academic institution, her extensive scientific research, and important contributions as a clinician and physician-scientist.

Ellen J. Kullman

Director since: 2016

Age: 68

Current Committees:

•  Audit

•  Governance and Nominating

Effective May 30, 2024, Ms. Kullman will serve on the following committee:

•  Corporate Responsibility and Compliance (subject to her re-election to the Board by our stockholders, Ms. Kullman will serve as Chair of this committee effective June 1, 2024)

Ms. Kullman will continue to serve on the:

•  Governance and Nominating Committee

Other Public Company Boards:

•  Dell Technologies Inc.

•  Goldman Sachs Group, Inc.

Audit Committee financial expert

Ellen J. Kullman is Chair of the Board of Carbon, Inc., doing business as Carbon3D, Inc., a privately-held 3D printing company, having held this position since 2022. Ms. Kullman served as President and Chief Executive Officer of Carbon, Inc. from 2019 to 2022, and has been a member of its board 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, chairing its Public Responsibilities Committee and serving on its Compensation and Corporate Governance and Nominating Committees. Ms. Kullman has been a director of Dell Technologies Inc., a technology company, since 2016, chairing its Nominating and Governance Committee and serving as lead independent director since 2023. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 until its merger with Raytheon Company in 2020, serving on its Compensation, Finance and Executive Committees and as lead director from 2018. 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

Our Board concluded that Ms. Kullman should serve on our 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: 57

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 non-executive Chair of the Board since 2022, serving as the Chair of the Executive Committee. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since 2020, and chairs the Audit and Finance Committee and is a member of the Governance and Sustainability 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 serves on the board of trustees of the Boys and Girls Club of Eastern Tennessee. Ms. Miles received an undergraduate degree from the University of Tennessee.

Qualifications

Our 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.

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.

Includes Dr. Mary E. Klotman as a director nominee, who is standing for initial election at this Annual Meeting.