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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
 
 Filed by the registrant     
 
 Filed by a party other than the registrant
 
 
Check the appropriate box:
 
   
   
    
 
Preliminary Proxy Statement
 
   
 
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
 
   
 
 
Definitive Proxy Statement
 
   
 
Definitive Additional Materials
 
   
 
Soliciting Material Pursuant to Section 240.14a-12
 
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):
 
   
   
    
 
No fee required.
 
   
 
Fee paid previously with preliminary materials.
 
   
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 


LOGO


 

Robert A. Bradway

Chairman of the Board,

Chief Executive Officer and President

LOGO

 

Amgen Inc.

1 Amgen Center Drive Thousand Oaks, CA 91320 USA

April 17, 2024

Dear Fellow Stockholder:

You are invited to attend the 2024 Annual Meeting of Stockholders, or Annual Meeting, of Amgen Inc. to be held on Friday, May 31, 2024, at 11:00 A.M., Pacific Time, via the internet at www.virtualshareholdermeeting.com/AMGN2024.

Our Mission: For more than 40 years, Amgen’s mission has been to serve patients and, in 2023, our medicines reached more than 11 million patients around the world. We know that a rapidly aging global population means that our medicines – both those available today and those advancing through our pipeline – have the potential to serve many more patients in the future.

Our Strategy: The core of Amgen’s strategy is innovation. More specifically, we seek to provide first- or-best-in-class medicines that make a significant difference for patients suffering from serious diseases. Some of these innovative medicines are developed internally and some are sourced externally. In 2023, we acquired Horizon Therapeutics plc, a leading provider of innovative medicines to treat rare inflammatory diseases. The medicines we acquired are all very early in their lifecycles and – by leveraging Amgen’s world-class biologics capabilities, decades of experience in inflammation, and extensive global presence – we believe they have significant growth potential. Today, our portfolio spans four therapeutic pillars of growth: General Medicine; Oncology; Inflammation; and, now, Rare Disease. In each pillar, we have numerous well-established products currently on the market, promising new innovative medicines advancing through our pipeline, and biosimilars. In our Oncology pipeline, Amgen was granted three Breakthrough Therapy Designations(1) by the U.S. Food and Drug Administration last year for tarlatamab in small cell lung cancer, BLINCYTO® in acute lymphoblastic leukemia, and LUMAKRAS® in combination with Vectibix® in colorectal cancer. In General Medicine, a number of our medicines delivered record 2023 sales, including our cholesterol treatment Repatha® and our osteoporosis medicines Prolia® and EVENITY®. In our pipeline for General Medicine, we are rapidly advancing several potentially differentiated treatments for obesity, one of which, maridebart cafraglutide, is currently being studied in a Phase 2 clinical trial.

Our Commitment to Society: Society confronts many challenges and is increasingly looking to companies like Amgen to be part of the solution. Our environmental sustainability goals, for example, include achieving carbon neutrality in our operations by 2027, while further reducing our water use by 40% and waste disposed by 75%.(2) Our 2027 Scope 1 and 2 carbon emissions and Scope 3 supplier engagement targets have been approved by the Science Based Targets initiative (SBTi), a global body enabling businesses to set emissions reductions targets in line with the goals of the Paris Agreement to limit global warming to 1.5°C above pre-industrial levels. Through the Amgen Safety Net Foundation and our corporate philanthropy, we assist eligible patients around the world to obtain the medicines they need but cannot afford. The science education programs funded by the Amgen Foundation now reach approximately 25 million students and teachers around the world, helping to inspire the next generation of innovators. Through our Representation in Clinical Research (RISE) program, we seek to improve the representation of racial and ethnic minority populations in our clinical trial research to help us develop medicines that are studied in participants who better reflect the populations impacted by certain disease or conditions.

Stockholder Engagement: We continue to be guided by the perspectives of our stockholders as expressed through their engagement with us throughout the year and at our Annual Meeting. Consistent with prior years’ practices, since our 2023 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising approximately 51% of our outstanding shares. In 2023, stockholder engagement included discussions related to biodiversity, gender and racial pay equity, human rights, and tax transparency. Feedback received during the course of these activities is shared with our Board and informs its decisions. We plan to continue this valuable dialogue with our investors in the coming year.

I look forward to sharing more about our Company at our 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 in 2023, and respond to comments and questions.

On behalf of our Board, I thank you for your participation and investment in Amgen. We look forward to the Annual Meeting on May 31. As a final note, and also on behalf of our Board, I would like to thank Drs. Ronald D. Sugar and R. Sanders Williams, who will retire from our Board and are not standing for re-election at the Annual Meeting, for their years of wise counsel and guidance to Amgen.

Sincerely,

 

LOGO

Robert A. Bradway

Chairman of the Board,

Chief Executive Officer and President

 

(1) 

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.

(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.


Amgen Inc.

One Amgen Center Drive

Thousand Oaks, California 91320-1799

Notice of Annual Meeting of Stockholders

To be Held on May 31, 2024

 

To the Stockholders of Amgen Inc.:

 

Date and Time:  

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

Location:  

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.

Record Date:  

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.

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 of record on the record date.

Items of Business:
  1.  

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;

  2.  

To hold an advisory vote to approve our executive compensation;

  3.  

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;

  4.  

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

  5.  

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.

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 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, by telephone, or by signing, dating, and returning all proxy cards or instruction forms provided to you.

By Order of the Board of Directors

 

 

LOGO

Jonathan P. Graham

Secretary

Thousand Oaks, California

April 17, 2024


       

 

 

 

 

Table of Contents

 

 

 

 

 

 

Table of Contents

 

Proxy Statement Summary      1  
Item 1—Election of Directors      8  
Corporate Governance      21  

Board of Directors Corporate Governance Highlights

     21  

Board Leadership Structure

     23  

The Board’s Role in Risk Oversight

     25  

Codes of Business Conduct

     27  

Board Meetings

     27  

Communication with the Board

     27  

Board Committees and Charters

     28  

Governance and Nominating Committee

     28  

Summary of Director Nominee Core Experiences and Skills

     29  

Process for Selecting Directors, Director Qualifications, and Board Diversity

     30  

Regular Board and Committee Evaluations

     32  

Director Independence

     33  

Governance Committee Processes and Procedures for Considering and Determining Director Compensation

     34  

Audit Committee

     34  

Corporate Responsibility and Compliance Committee

     35  

About Our Compliance Program

     35  

Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management

     36  

Compensation and Management Development Committee

     42  

Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2023

     42  

Compensation Risk Management

     44  

Prohibition on Hedging

     45  

Pay Ratio

     46  

Compensation Committee Report

     46  
Item 2—Advisory Vote to Approve Our Executive Compensation      47  
Compensation Discussion and Analysis      48  

Our Named Executive Officers

     48  

Our Strategy

     49  

Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance

     52  

Our Compensation Best Practices

     53  

Aligning Pay With Performance

     54  

Implementation of Our Strategic Priorities

     54  

Long-Term Incentive Equity Award Design in 2023

     60  

Positive 2023 Say on Pay Vote Outcome and Responses to 2023 Stockholder Input

     60  

Our 2023 Compensation Program Highlights and Objectives

     62  

How Compensation Decisions Are Made For Our Named Executive Officers

     63  

Elements of Compensation and Specific Compensation Decisions

     66  

Compensation Policies and Practices

     77  

Non-Direct Compensation and Payouts in Certain Circumstances

     80  

Accounting Standards

     82  
Executive Compensation Tables      83  
Pay Versus Performance      100  
Director Compensation      103  
Item 3—Approval of Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan      108  
Security Ownership of Directors and Executive Officers      118  
Security Ownership of Certain Beneficial Owners      120  
Securities Authorized for Issuance Under Existing Equity Compensation Plans      121  
Item 4—Ratification of Selection of Independent Registered Public Accountants      123  
Audit Matters      124  
Annual Report on Form 10-K      125  
Certain Relationships and Related Transactions      126  
Information Concerning Voting and Solicitation      128  
Other Matters      133  
Appendix A: Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations      A-1  
Appendix B: Reconciliations of GAAP to Non-GAAP Measures      B-1  
Appendix C: Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan      C-1  
 

 

LOGO ï 2024 Proxy Statement


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Proxy Statement Summary

This summary contains highlights about our Company and the upcoming 2024 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.

2024 Annual Meeting of Stockholders

 

 

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.

Voting Matters and Board Recommendations

 

 

 

 

 

 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

 

How to Vote

 

 

 

LOGO

  

   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.

  

LOGO

  

   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.

  

LOGO

  

   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.

  

LOGO

  

   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.

 

LOGO ï 2024 Proxy Statement1


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Item 1: Election of Directors (Page 8)

 

Nominee Composition of the Board and Corporate Governance Highlights

 

 

LOGO

 

LOGO

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

 

   

 

 

 

 

   

 

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.

“C”

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

“M”

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

(1) 

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.

(2) 

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.

 

2  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

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:

 

 

 

LOGO

  

 

 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)

 

LOGO

  

 

 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)

 

 

LOGO

  

 

 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)

 

 

LOGO

  

 

 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.

 

  
 

 

  

 

 

(1) 

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

 

LOGO ï 2024 Proxy Statement3


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Item 2: Advisory Vote to Approve Our Executive Compensation (Page 47)

 

Our executive compensation program is designed to reward and drive long-term performance.

2023 Business Highlights

 

 

Our strategy includes integrated activities intended to strengthen our competitive position in the industry. We delivered strong performance in 2023, advanced our innovative pipeline, entered into strategic transactions

to augment our pipeline and our commercial portfolio, and continued to provide uninterrupted supply of our medicines globally.

 

 

Completed Horizon Therapeutics Acquisition Establishing Fourth Therapeutic Pillar

In October 2023, we completed our $27.8 billion acquisition of Horizon Therapeutics plc. This strategic acquisition brings first-in-class and/or best-in-class innovative medicines that address rare autoimmune diseases, including TEPEZZA® (for thyroid eye disease), KRYSTEXXA® (for uncontrolled gout), and UPLIZNA® (for neuromyelitis optica spectrum disorder) as well as a pipeline of rare disease product candidates, including dazodalibep (for Sjögren’s disease) in Phase 3 trial and daxdilimab (for discoid lupus erythematosus and dermatomyositis and anti-synthetase inflammatory myositis) and fipaxalparant (in systemic sclerosis and idiopathic pulmonary fibrosis) in Phase 2 trials. The acquisition of the Horizon business with its important rare disease products and pipeline, coupled with TAVNEOS® (our first-in-class treatment for adult patients with severe active anti-neutrophil cytoplasmic autoantibody (ANCA)-associated vasculitis acquired from ChemoCentryx, Inc.), comprise our new rare disease therapeutic area and fit well with our broad innovative portfolio, our experience in inflammatory diseases, our global infrastructure, and our capabilities in biologic process development and manufacturing.

Executed Key Clinical Studies and Advanced Innovative First-in-Class Pipeline

 

 

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.

We accomplished these objectives while maintaining a disciplined approach to capital allocation, investing in long-term growth and returning capital to our stockholders through our growing dividend.

 

 

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.

 

 

 

 

(1) 

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.

(2) 

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.

 

4  LOGO ï 2024 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 performance.

2023 Total Target Direct Compensation Mix

 

 

 

LOGO

2023 Annual and Long-Term Awards Reflect Performance Against Pre-Established Goals and Measures

 

 

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

    Weighting      

% of
Target

Achieved

 
 

 

   

Resulting 
Weighted 
Score 
 
 
 
 

 

 

 

LOGO

Financial Performance

 

    109.8%  

Revenues

    30%       213.7%       64.1%  

Non-GAAP Net Income(1)

    30%       152.4%       45.7%  

Progress Innovative Pipeline

 

    28.3%  

Advance Early Pipeline

    10%       100.0%       10.0%

Execute Key Clinical Studies and Regulatory Filings

    20%       91.6%       18.3%  

Deliver Annual Priorities

 

    21.2%  

Environmental, Social, and Governance

    5%       197.3%       9.9%

Successful Integrations and Collaborations

    5%       225.0%       11.3%

Final Score

    159.3%  

 

 

(1)

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.

(2) 

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%.

 

LOGO ï 2024 Proxy Statement5


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

We Have Implemented Compensation Best Practices

 

 

 

What we do

 

 

 

A substantial majority of NEO compensation is performance-based and at risk

 

 

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)

 

 

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)

 

 

Robust stock ownership (6x base salary for Chief Executive Officer) and retention guidelines

 

 

Clawback policy providing for the mandatory recovery from our Section 16 officers, including our NEOs, of erroneously awarded incentive-based compensation including past cash bonuses and performance unit payouts granted, earned, or vested wholly or in part upon the attainment of any financial reporting measure that is the subject of a financial restatement(1)

 

 

Recoupment provisions for misconduct that causes serious financial or reputational damage include forfeiture and cancellation of unvested or unexercised(2) equity awards and annual cash incentive awards being deemed not earned in full or part

 

 

We use market median values as the reference point for 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 did 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) 

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.

(2) 

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

 

6  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Item 3: Approval of Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan (Page 108)

 

 

 

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.

 

  

Item 4: Ratification of Selection of Independent Registered Public Accountants (Page 123)

 

 

 

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.

 

  

 

LOGO ï 2024 Proxy Statement7


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Item 1

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 13 and we currently have 13 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 2025 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.

The Board has fixed the authorized number of directors at 12 to be effective as of the election of directors at the 2024 Annual Meeting of Stockholders, or Annual Meeting. 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, 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 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

 

 

 

 

 

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.

“C”

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

“M”

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

(1) 

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.

(2) 

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.

 

8  LOGO ï 2024 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. All of our director nominees have senior leadership experience at large organizations and have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many of our director nominees 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 director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience and diversity of our director nominees provide us with a wide range of perspectives to 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.

 

 

LOGO

The lack of a “” for a particular item does not mean that the director nominee 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 nominee has a particular strength in that area.

 

LOGO ï 2024 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 director nominees 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 director nominees or among any of our director nominees and our executive officers.

 

 

Wanda M. Austin

 

LOGO

 

 

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.

 

10  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Robert A. Bradway

 

LOGO

 

 

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

 

LOGO

 

 

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.

 

LOGO ï 2024 Proxy Statement11


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Brian J. Druker

 

LOGO

 

 

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.

 

12  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Robert A. Eckert

 

Lead Independent Director

 

LOGO

 

 

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.

 

LOGO ï 2024 Proxy Statement13


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Greg C. Garland     

 

LOGO

 

 

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.

 

 

 

(1) 

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

 

14  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Charles M. Holley, Jr. 

 

LOGO

 

 

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.

 

LOGO ï 2024 Proxy Statement15


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

S. Omar Ishrak

 

 

LOGO

 

 

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.

 

16  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Tyler Jacks

 

 

LOGO

 

 

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 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

 

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.

 

(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.

 

LOGO ï 2024 Proxy Statement17


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Mary E. Klotman

 

 

LOGO

 

 

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.

 

18  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Ellen J. Kullman

 

 

LOGO

 

 

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.

 

LOGO ï 2024 Proxy Statement19


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

 

Amy E. Miles

 

 

LOGO

 

 

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.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE 12 NOMINEES TO THE BOARD OF DIRECTORS.

 

20  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

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. Mr. Eckert has been our lead independent director since May 2016 and was re-elected by our Board on March 6, 2024 to serve as lead independent director, subject to his re-election to the Board by our stockholders at our 2024 Annual Meeting of Stockholders, or Annual Meeting.

 

 

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:

 

 

Governance Committee;

 

 

Audit Committee;

 

 

Corporate Responsibility and Compliance Committee, or Compliance Committee; and

 

 

Compensation Committee.

 

Each director 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 pages 32-33.

 

 

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. The Compensation Committee has an effective process for monitoring and determining our CEO’s compensation and performance and holds sessions on succession annually. All independent members of the Board are invited to attend the Compensation Committee sessions on succession. Our Board also establishes steps to address succession to respond to unexpected vacancies in the event of an emergency.

 

 

(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.

 

LOGO ï 2024 Proxy Statement21


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

 

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 60-61.

 

 

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. We provide more information on our majority voting standard on page 131.

 

 

Director Limitation on Number of Boards and Annual Review of Director Commitment Levels. 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 public company boards (Amgen plus four outside 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. Presently, our CEO serves on one outside public company board and no director serves on more than two outside public company boards.

 

 

Continuous Board Refreshment. We have appointed eight new members to our Board since 2016 and our average Board tenure for our director nominees is approximately 6.3 years.(1)

 

 

Board Diversity. The Governance Committee and Board view diversity as a priority, consider diversity in their determinations of director candidates, and seek 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. To support the diversity of our Board, our Governance Committee actively seeks diverse candidates, including women and candidates from underrepresented ethnic and racial groups, as part of its search for new directors.

 

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.

 

 

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. If the affected director is the Chair of the Governance Committee, he or she may offer his or her resignation to the Chair of the Board or the lead independent director. 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.

 

 

 

(1) 

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

 

22  LOGO ï 2024 Proxy Statement


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

 

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.

 

 

Board Leadership Structure

 

 

Our current Board leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals.

Annual Evaluation of Board Leadership Structure and Annual Election of Lead Independent Director. The Board evaluates 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 elect a lead independent director from the independent members of the Board. The last review was completed in March 2024, 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.

 

 

 

LOGO ï 2024 Proxy Statement23


       

 

 

 

 

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;

 

 

Attends significant management events (such as meetings of executives), providing opportunities for leadership effectiveness assessments;

 

 

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 Roles and Responsibilities. Our highly independent Board (11 of our 12 director nominees) possesses a deep and broad set of skills and experiences.

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;

 

 

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);

 

 

Each committee effectively manages its Board-delegated duties and communicates regularly with the Chairman, lead independent director, the Board, and members of management; and

 

 

Every director has access to all committee materials.

Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on 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

 

 

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Corporate Governance

 

 

 

 

 

 

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 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, in 2023, was 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 (including the optimization and integration of our October 2023 acquisition of Horizon Therapeutics plc, or Horizon), as well as protecting our assets (financial, intellectual property, and information, including cybersecurity and artificial intelligence), 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 further 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 strategic planning activities, budget reviews and approvals, capital plan reviews and

 

 

LOGO ï 2024 Proxy Statement25


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

approvals, and through reviews of compliance issues at the applicable committees of our Board, as appropriate. For example, given the large size and scope of our Horizon acquisition, our risk mitigation plans for our integration of Horizon have been a topic regularly brought to and reviewed by the Board and its committees. For topics allocated to specific committees for their oversight (as discussed below), that committee’s Chair oversees the committee’s annual calendar and meeting agendas so that the Company’s

activities in support of its compliance are assessed regularly. For example, Amgen’s policies and processes regarding antitrust and competition regulation are reviewed with the Compliance Committee as one of its areas of oversight. Committee activities and discussions are reported to the Board by each of the committee Chairs for the Board’s information and oversight at each regular Board meeting, or more frequently as needed, and such reports can provide additional detail on risk management issues and management’s response.

 

Each Board committee has primary risk oversight responsibilities aligned with its areas of focus described below.

 

 Committee   

 

Primary Risk Oversight Responsibilities

 

 

 Governance and Nominating

  

   Oversees governance risk, including Board membership and 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 effectiveness, including annual evaluations, director commitment levels, and Board succession planning.

 

 

 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 artificial intelligence and assurance compliance risk.

 

 

 Compensation and Management Development

  

   Oversees human capital management, as well as executive talent management, development, and succession planning. Also oversees labor and employment and diversity, inclusion, and belonging activities, 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.

 

 

 Corporate Responsibility and Compliance

  

   Oversees non-financial compliance risk, such as regulatory risks associated with the requirements of U.S. federal health care programs, the FDA and other regulatory agencies, and risks associated with privacy, trade compliance, antitrust and competition, anti-bribery and anti-corruption, information systems and security (including artificial intelligence and cybersecurity), value (which includes pricing philosophy and practice) and access, government affairs, public policy, and aspects of environmental sustainability, social responsibility, and corporate governance, or ESG (including environmental sustainability and corporate philanthropy), and our reputation. Also oversees staff member compliance with the global Code of Conduct.

   

 

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Corporate Governance

 

 

 

 

 

 

Codes of Business Conduct

 

 

Our Board has adopted an 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 of all of our staff 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.(1)

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 2023.

 

 

Board Meetings

 

 

The Board held 7 meetings in 2023 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. 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 2023 Annual Meeting attended our 2023 Annual Meeting.

 

 

Communication with 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 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 2023 Annual Meeting, please see pages 60-61 of our Compensation Discussion and Analysis.

 

 

(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

 

 

 

 

 

 

Board Committees and Charters

 

 

The Board has four key standing committees: Governance; Audit; Compliance; and Compensation. The Board maintains charters for each of these standing committees and these charters are evaluated annually. 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

2023. 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)

 

 

 

 

Governance and Nominating Committee

 

Current Members:

Greg C. Garland (Chair)

Michael V. Drake

Robert A. Eckert

Charles M. Holley, Jr.

Ellen J. Kullman

Amy E. Miles

Ronald D. Sugar

R. Sanders Williams

 

Number of Meetings Held in 2023: 5

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC.

      

Description and Key Responsibilities:

 

Description and Key Responsibilities:

 

   Determines Board membership qualifications and maintains, with the approval of the Board, guidelines for selecting nominees to serve on the Board and 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.

 

   Selects, evaluates, and recommends to the Board nominees to stand for election at the annual meeting of stockholders and to fill vacancies as they arise as more fully described in “Process for Selecting Directors, Director Qualifications, and Board Diversity” below.

 

   Recommends to the Board the appointment of a lead director.

 

   Reviews the performance of the Board and its committees and is responsible for ensuring the availability of an orientation program for new Board members and director education.

 

   Recommends to the Board nominees for appointment as executive officers and certain other officers.

 

   Evaluates and makes recommendations to our Board regarding compensation for non-employee Board members, including minimum retention and ownership levels of Company stock by Board members. (Any Board member who is also an employee of the Company does not receive separate compensation for service on the Board.)

 

   Monitors the independence of the Board and evaluates questions of possible conflicts of interest of members of the Board.

 

   Oversees the Board’s Corporate Governance Principles and the Amgen Board of Directors’ Code of Conduct applicable to members of the Board.

 

The Governance Committee has authority to delegate these functions to a subcommittee of its members, but no delegation of authority was made in 2023.

 

 

 

(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

 

 

 

 

 

 

Summary of Director Nominee Core Experiences and Skills

 

 

Our Board consists of a diverse group of highly qualified leaders in their respective fields. All of our director nominees have senior leadership experience at large organizations, 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 director nominees 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 director nominees have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research and experience leading important academic and healthcare institutions. The Board and the Governance Committee believe the skills, qualities, attributes, experience, and diversity of our director nominees provide us with a wide range of perspectives to 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 nominee and the details of each nominee’s competencies are included in each nominee’s biography.

 

LOGO

The lack of a “” for a particular item does not mean that the director nominee 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 nominee has a particular strength in that area.

 

LOGO

 

(1) 

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

 

LOGO ï 2024 Proxy Statement29


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

In compliance with NASDAQ’s Board Diversity Rule, the table below provides certain highlights of the composition of our current Board members.

 

     As of January 20,
2023
  As of January 20,
2024
(1)
     

Total Number of Directors

  13   13
         
    Female    Male    Female    Male 
   

Part I: Gender Identity

   
         

Directors

  3    10   3    10
   

Part II: Demographic Background

   
         

African American or Black

  1    1    1    1 
         

Asian

  –    1    –    1 
         

White

  2    8    2    8 

 

(1) 

Given the timing of this disclosure, this table provides the current composition of our Board members and does not include Dr. Mary E. Klotman, who is standing for initial election at this Annual Meeting.

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 eight new directors since 2016.(2)

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, consider diversity in their determinations of director candidates, and seek representation across a range of attributes. To support the diversity of our Board, our Governance Committee actively seeks diverse candidates, including women and candidates from underrepresented ethnic and racial groups, 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.

 

 

(2) 

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

 

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Corporate Governance

 

 

 

 

 

 

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.

 

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.

 

 

 

LOGO

Board Nominee Composition: 8 new directors since 2016 4 women 3 ethnically/racially diverse directors Review by the full Board Independent Search Firms Stockholders Independent Directors Consider Guidelines for Director Qualifications and Evaluations (Appendix A) Consider skills matrix Include women and diverse director candidates in the list from which director nominees are recommended Review independent and potential conflicts Evaluate candidates Continuous Board Refreshment Candidate Pool Sourced, Maintained and Updated Governance Committee Review Recommend Candidates to the Board Select Directors

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, as well as sessions to discuss strategy, education and information sessions are provided on specific subjects by internal and external experts. New

 

 

 

(1) 

The Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement as Appendix A.

 

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directors also participate in our director orientation program. Additionally, at the director’s discretion, directors may attend any committee meetings,

including those committees for which he or she is not a member, and has access to all committee materials.

 

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 Board and Committee Evaluation Process

 

LOGO

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, include 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 conduct one-on-one discussions with each independent director. These candid conversations allow for direct and honest feedback on varied aspects of our Boards operations. Board Evaluation and Assessment Annual anonymous evaluations of the Board are collected, complied, 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, are follow-up items are discussed at subsequent Boars 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 2023 and such evaluations were included as part of the total evaluation by the Governance Committee in December 2023. The Board completed its evaluation in December 2023. Each committee and the Board was considered to be operating effectively, 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.

 

 

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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, including strategy, and the addition of new directors.

 

 

Director Independence

 

 

 

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; Michael V. Drake; 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 was independent during 2023 under The NASDAQ Stock Market listing standards and the requirements of the SEC. The Board has also determined that Mary E. Klotman, who is standing for initial election to the Board, is independent under these listing standards and SEC requirements. 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(1), purchasing of scientific, office and computing supplies and equipment, 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, internship programs, and conferences, financial advisory, investment management, investment advisory and consulting services, and reimbursement of business-related expenses incurred by our staff (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, Mary E. Klotman currently serves as the Duke University Executive Vice President for Health Affairs and the Dean of Duke’s School of Medicine, and Michael V. Drake currently serves as the President of the University of California, 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.

 

 

(1) 

In connection with our acquisition of Horizon Therapeutics plc on October 6, 2023, we acquired pre-existing license agreements with academic institutions associated with certain of our directors.

 

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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.

 

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. No executive officer has any role in determining or recommending the form or amount of director compensation.

 

Based on the analysis provided by Frederic W. Cook and Co., or FW Cook, as consultant to the Governance Committee, the Governance Committee approved changes to director compensation effective for 2024, the first increase since 2021, 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—Changes to Director Compensation for 2024.

 

 

 

Audit Committee

 

Current Members:

Charles M. Holley, Jr.* (Chair)

Wanda M. Austin

Ellen J. Kullman*

Amy E. Miles*

 

*Audit Committee financial expert

 

Number of Meetings Held in 2023: 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, and the independent registered public accountants’ technical expertise and knowledge of our operations and industry.

   Audit Firm Services. Pre-approves services.

 

   
               

 

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Corporate Governance

 

 

 

 

 

 

 

Corporate Responsibility and Compliance Committee

 

Current Members:

Ronald D. Sugar (Chair)

Michael V. Drake

Brian J. Druker

S. Omar Ishrak

Tyler Jacks

R. Sanders Williams

 

Number of Meetings Held in 2023: 5

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC.

 

      

 

Description and Key Responsibilities:

 

   Oversees our compliance program and reviews our programs in a number of areas governing ethical conduct including:

 

-  U.S. federal health care program requirements;

 

-  U.S. Food and Drug Administration requirements and other regulatory agency requirements, including good manufacturing, clinical and laboratory practices, drug safety and pharmacovigilance activities;

 

-  interactions with members of the healthcare community;

 

-  the Company’s Corporate Integrity Agreement;

 

-  anti-bribery/anti-corruption risks;

 

-  environmental sustainability and social responsibility;

 

-  employee health and safety;

 

-  information security, including cybersecurity and artificial intelligence; and

 

-  government and legislative affairs, including our Political Action Committee.

 

   Receives regular updates on value (which includes pricing) and access, political, social, and environmental trends, and public policy issues that may affect our reputation, including our business or public image, and reviews elements of our corporate responsibility, and philanthropic activities.

 

 

About Our Compliance Program

 

 

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.

 

 

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Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management(1)

 

 

 

Our responsibility to operate as a good corporate citizen 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.

Oversight and Governance

Our environmental sustainability, social responsibility, and corporate governance, or ESG, efforts are governed at the highest levels and includes Board and committee oversight, executive-level leadership, and subject-matter experts who lead initiatives 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 and access to medicines. The Compensation Committee provides oversight of our approach to human capital management, including diversity, inclusion, and belonging. The Governance Committee oversees the Company’s corporate governance activities and Board membership. The Audit Committee provides oversight of our disclosure controls and procedures, including those that support our sustainability reporting metrics.

Additionally, management shares feedback received from our stockholders with the Board, including in connection with our governance-focused engagement program. For additional information, please see “Feedback From our Stockholders and Responsive Actions Taken by Our Board” on page 61 of 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 programs. This council regularly evaluates current and emerging sustainability-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 pillars—Healthy People, Healthy Society, Healthy Planet, and A Healthy Amgen—that serve as organizing principles to address these areas in a holistic way across our business.

Amgen’s ESG Framework

 

 

LOGO

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. Building on the successful execution of our 2022 ESG goal included as part of our Company performance goals for our annual cash incentive plans, our Compensation Committee approved an expanded ESG goal for 2023 designed to continue to hold management accountable for, and systematically advance towards, the timely achievement of our 2027 environmental sustainability targets, to drive measurable achievement of our Representation in Clinical Research (RISE) objectives (as discussed in the “Social Responsibility” section below), and to expand ownership and accountability for our culture of inclusion deeper into the organization by increasing the number of leaders accountable for action. For additional information, please see “Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance” in our Compensation Discussion and Analysis.

 

 

(1) 

On October 6, 2023, Amgen completed its acquisition of Horizon Therapeutics Limited (formerly known as Horizon Therapeutics plc, or “Horizon”) and this section excludes Horizon.

 

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In addition to our history of strong corporate governance practices, examples of initiatives that support the sustainability of our business, the industry, and our planet described below 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.

Environmental Sustainability

As a science-based company committed to advancing human health, Amgen has a long-standing objective to conduct environmentally responsible operations and we 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, our 2021-2027 environmental sustainability plan (our third since 2007) 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)

 

LOGO

 

Our 2027 carbon emissions targets have been approved by the Science Based Targets Initiative (SBTi), a global body enabling businesses to set emissions reductions targets in line with the goals of the Paris Agreement (to limit global warming to 1.5°C above pre-industrial levels).

Our 2027 Environmental Sustainability Plan. To achieve our 2027 goals, we are harnessing our innovative capabilities to 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 designed to address the potential risks and integrate opportunities from climate change into our existing processes for strategic planning, analysis, and risk management.

To support the advancement of our 2027 goals, we issued $750 million of green bonds in 2022, the net proceeds of which have been fully allocated to finance eligible projects that met specific criteria to reduce our impact on the environment. (For more information, please see our Green Bond Allocation Report available at www.amgen.com.(2))

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 that also reduce costs and increase operational efficiency. Amgen Ecovation™ is our approach to innovative and sustainable manufacturing, which we integrate into the upfront design, development, and execution of all new laboratory, manufacturing, and administrative buildings.

 

 

(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.

(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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Our innovative 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.

 

LOGO

We are expanding capacity and applying innovation to our facilities with multiple ongoing projects, including in connection with the expansion of our U.S. plants. For example, Amgen Ecovation has guided the design and construction of our new state-of-the-art facilities in Ohio (recently licensed by the FDA) and North Carolina, both of which contain many examples of environmental innovation. These new sites are expected to support our ability to meet the demand for our medicines and bring hundreds of full-time jobs to these regions while expanding our access to diverse talent.

Sustainable Value Chain. Our footprint and focus on sustainability extend beyond our own employees and facilities. As part of our 2027 environmental sustainability plan, in 2022, we established a Scope 3 supplier engagement target to engage with 73%(1) of our suppliers in key categories to support their adoption of science-based carbon emission reduction targets.

Sustainability Reporting. Supported by feedback from our investors, we pursued and received SBTi approval of our 2027 Scope 1 and 2 carbon emissions and Scope 3 supplier engagement targets. Additionally, in response to investor interest, we have expanded and enhanced our sustainability reporting, including by mapping the disclosures in our annual ESG Report to the Sustainability Accounting Standards Board (SASB) standards for our industry, disclosing our annual Consolidated EEO-1 Report, and providing additional information on our approach to political engagement and the patent portfolio for our five top selling products.

Since 2010, Amgen has reported on its alignment with the recommendations of the Task Force on Climate-related Financial Disclosures, or TCFD, through the CDP (formally the Carbon Disclosure Project) disclosure platform. We continue to report to the CDP and, in 2023, performed an initial TCFD-aligned climate scenario analysis and a risk assessment of key facilities 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 eligible patients in the U.S. who might go without important medicines because of financial limitations, by providing qualifying Amgen medicines at no cost. In 2023, the commercial value of Amgen’s medicines provided at no cost to uninsured or underinsured patients by ASNF was approximately $2.25 billion.(2)

Over the last five years, Amgen has also donated approximately $278 million worth of Amgen medicines(1) for distribution via leading non-governmental organizations to patients in 24 low- and middle-income countries. These medicines supplement local healthcare system needs and are also supplied to countries in response to humanitarian crises.

 

 

(1) 

By spend.

(2) 

Valued at wholesale acquisition cost.

 

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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, Amgen is working to improve the diversity and representation of racial and ethnic minority populations in our clinical trial research and to advance dialogue regarding this area across the industry. By addressing some of the barriers to achieving representative patient enrollment in clinical trials, our Representation in Clinical Research (RISE) team is helping Amgen develop medicines studied in participants who better reflect the diverse patient populations impacted by serious illness.

In support of our strategic priority of innovation, RISE has advanced our approach to diverse clinical trial design, site selection, and patient enrollment so that our clinical study participants are more characteristic of the broader patient population. Outside of Amgen, RISE is working with partners to connect more patients from under-represented groups to clinical trials, including through a pilot program with the American Cancer Society Cancer Action Network to screen potential patients at smaller, community-based sites and a project with the Digital Medicine Society to develop digital tools enabling clinical trial participation from home. Further, in 2023, we initiated a cardiovascular study, in collaboration with the Association of Black Cardiologists and the Morehouse School of Medicine, to evaluate the disproportionate association between lipoprotein(a) and cardiovascular risk in African Americans.

We also continue building relationships with leaders and organizations in diverse communities to help address healthcare disparities and increase patient, caregiver, and healthcare provider access to health education.

Supplier Diversity and Responsible Sourcing. Through our U.S. Supplier Diversity Program, we actively engage with small and diverse suppliers, including businesses owned by minorities, service-disabled veterans, and women, as well as disadvantaged suppliers located in historically underutilized business zones. By providing mentorship and education, we are supporting economic development efforts to add jobs, advance entrepreneurship, and procure goods and services at competitive prices, while creating a broader pool of eligible suppliers for Amgen and other large companies. All our employees 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 ethical, environmental, and social considerations. Our Supplier Code of Conduct formalizes the expectations that we have of our suppliers, and we routinely monitor and measure the sustainability performance of select suppliers.

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 employees live and work.

Since its inception over 30 years ago, the Amgen Foundation has committed over $450 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 simulations, and networking opportunities across the global scientific community. By making high-quality, digital science content available to learners and educators everywhere, at no cost, and across multiple disciplines, LabXchange is seeking to create authentic opportunities for young people to increase their access to and, and engagement with, science. Since its launch in 2020, over 40 million users accessed LabXchange, including more than 85% in low- or lower middle-income countries.

In 2022, the Amgen Foundation more than doubled its previous funding to LabXchange with a commitment of $30 million through 2025 to expand the platform’s interactive content offerings, deepen collaborations with STEM organizations worldwide, and pursue opportunities to engage more learners in science, particularly in communities that are underserved.

 

 

The Amgen Foundation is a biology content partner of Khan Academy, a leading online learning platform. Through new funding from the Amgen Foundation, Khan Academy is working to expand its biology content to include new life science content at the middle school level. Khan Academy’s biology resources reached nearly 11 million learners and educators worldwide in 2023.

 

 

Additionally, the Amgen Foundation continued to expand the Amgen Biotech Experience (ABE), an innovative science education program that

 

 

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Corporate Governance

 

 

 

 

 

 

   

empowers high school teachers to bring biotechnology education into their classrooms across Amgen communities. Supported by a new $12.4 million commitment announced by the Amgen Foundation in 2023, ABE will execute on a strategy to reach more students across communities around the world, including through new pilot programming in Brazil, Mexico, and South Africa.

 

 

The Amgen Scholars Program makes it possible for undergraduate students around the globe to engage in cutting-edge research experiences at some of the world’s premier research universities and institutions and learn more about biotechnology and drug discovery. In 2023, the Amgen Foundation announced an over $8 million commitment to support Amgen Scholars at 25 host institutions, including new programs at Howard University and The University of North Carolina at Chapel Hill.

Our Community. In addition to science education, the Amgen Foundation supports local organizations where employees live and work and provides programs and resources to empower individual Amgen staff in their charitable activities in our community, including (for staff in the U.S. and Puerto Rico) through a matching gifts program and by providing service grants to non-profit organizations where our employees volunteer. Additionally, the Amgen Foundation and Amgen’s local affiliates provide disaster relief grants to non-profit organizations providing humanitarian assistance in response to catastrophic events and natural disasters.

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, including labor and employment and diversity, inclusion, and belonging matters. We conduct regular employee engagement assessments that gather feedback on a wide range of topics (including flexible work environments, career development, and maintaining a culture of compliance), and the results of these surveys are

discussed with our workforce and the Board. Reflecting our staff’s desire to retain a flexible approach to work, we offer a flexible workspace initiative that enables many employees to work together with their manager to determine the location that best enables their work at hand, supporting virtual work as well as working in person.

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 employees have directed their intelligence and enthusiasm toward our mission to serve patients. Our mission, our aspiration to be the world’s best human therapeutics company, our strategy, our well-defined set of Amgen Values, and our clear leadership attributes 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

 

Our Culture. 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, supporting our ability to serve patients. It is with these beliefs that we have strengthened our culture of diversity, inclusion, and belonging in support of our mission to serve patients.(1)

 

 

(1) 

Amgen is an equal opportunity employer and does not make employment decisions based on race, gender, ethnicity, or any other protected characteristic.

 

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Our executive leadership is responsible for overseeing our workforce strategy. In our effort to attract and retain the best talent, we seek out and support talent across the globe, including in underrepresented populations, consistent with our commitment to equal opportunity. We continue to incorporate equal opportunity and inclusion considerations into our business operations, including clinical trial design and procurement, to broaden our access to patients and suppliers to the benefit of our business.

Each of our twelve Employee Resource Groups, dedicated to representing, supporting, and celebrating the diversity of our staff, are supported by an executive sponsor and open to all employees.

Amgen Employee Resource Groups

 

 

Amgen Asian

Association (AAA)

 

Amgen Black

Employee Network

(ABEN)

 

 

Ability Bettered through Leadership and

Education (ABLE), a resource group for those with

disabilities, visible and invisible

 

 

 

Amgen Early Career

Professionals (AECP)

 

 

Amgen International

Network (AIN)

 

 

Amgen Latin

Employee Network

(ALEN)

 

 

Amgen PRIDE– LGBTQ and

Allies Network (PRIDE)

 

 

Amgen South Asian

Network

(ASAN)

 

Amgen Veterans

Employee Network

(AVEN)

 

 

 

Recognition of Indigenous Peoples, Values and

Environmental Resources (RIVER)

 

 

 

Women Empowered

to be Exceptional

(WE2)

 

 

Women in STEM

Enrichment

(WISE)

Our inclusive hiring practices also consider, as appropriate, a skills-based hiring approach. For example, in 2023, we launched an in-house apprenticeship program, beginning with our Manufacturing and Digital, Technology & Innovation (DTI) functions in the U.S., designed with the goal of hiring and upskilling talent without a four-year college degree by combining formal learning with classroom-based and on-the-job training as well as mentorship opportunities. After successful completion of the program, apprentices are provided opportunities to transition to full-time roles at Amgen. Through our apprenticeship program and other skills-based approaches to hiring, we seek to access a larger pool of highly motivated and productive talent and invest in our future workforce, while also providing individuals from nontraditional backgrounds with greater access to innovation economy careers.

Attracting and Developing Talent. We recognize the importance of attracting, motivating, developing, and retaining top global talent and skilled staff. We compensate our employees 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, classroom-based and virtual instructor-led courses, and self-paced learning options as well as mentoring, networking, and coaching opportunities.

Our benefit programs are generally broad-based, promote health and overall well-being, and emphasize saving for retirement. Amgen offers top-tier benefits for full- and part-time employees, including, in the U.S. and Puerto Rico, on-site childcare at certain of our facilities, adoption assistance, resources for elder care and behavioral health, and paid parental leave for all Amgen employees 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, please see our Form 10-K for the year ended December 31, 2023.)

 

 

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Compensation and Management Development Committee

 

Current Members:

Robert A. Eckert (Chair)

Wanda M. Austin

Brian J. Druker

Greg C. Garland

S. Omar Ishrak

Tyler Jacks

 

Number of Meetings Held in 2023: 5

 

Independent Compensation Consultant: FW Cook

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC.

         

 

  Description and Key Responsibilities:

 

   Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company’s compensation plans, policies, and programs with a focus on encouraging high performance, promoting accountability and adherence to Company values, and aligning with the interests of the Company’s stockholders.

 

   Approves all executive officer compensation.

 

   Oversees human capital management, including labor and employment and diversity, inclusion, and belonging activities, and succession planning for senior management, including that our approaches to management development are effective in attracting, developing, and retaining talented leadership.

 

   Oversees the Board’s relationship with stockholders on executive compensation matters, including stockholder outreach efforts, stockholder proposals, advisory votes, communications with proxy advisory firms, and related matters.

 

   Oversees staff member relations, including information obtained from regular staff member survey results.

 

 

 

 

 

Executive Compensation Website

We maintain a website accessible throughout the year at www.amgen.com/executive compensation(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.

 

   
   
 

 

Equity Award Committee

The Equity Award Committee assists the Board by determining equity-based awards to non-Section 16 officers and employees at the level of vice president or below, consistent with the equity grant guidelines established by the Compensation Committee, and acted four times in 2023.

 

   
                 

Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2023

 

 

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

 

 

 

(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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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. No delegation of authority was made in 2023.

Independent Compensation Consultant. The Compensation Committee engaged 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. In 2023, FW Cook’s services included providing the Compensation Committee with reports and analysis regarding CEO Compensation, Peer Group Company Review, Compensation Risk Assessment and CEO Real Earned Compensation, and advice on the Equity Incentive Plan, in addition to the services FW Cook provided to the Governance Committee regarding director compensation. 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, 2023. 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 as available. 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.

 

 

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Compensation Risk Management

 

 

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.

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 for each of our staff members.

 

 

Emphasis on Long-Term Performance. We cap short-term incentives and performance unit payouts 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 named executive officers’ compensation is designed so that the largest component of their compensation is in 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 date which is two business days after the date of release of our quarterly or annual earnings.

 

 

Stock Ownership and Retention Guidelines. We have 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.

 

 

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. Effective October 2, 2023, to comply with the new NASDAQ Stock Market listing standards approved by the Securities and Exchange Commission, we adopted a new recovery of erroneously awarded compensation policy that replaced our prior clawback policy. This new clawback policy(1) requires the Company, subject to the limited impracticability exceptions permitted by the new listing standards, to recapture from our Section 16 officers, including our NEOs, incentive-based compensation, including cash bonuses and performance units, granted, earned, or vested wholly, or in part, upon the attainment of any financial reporting measure that is subject of a financial restatement with such clawback to occur without regard to fraud or misconduct on the part of the executive.

 

 

(1) 

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.

 

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Corporate Governance

 

 

 

 

 

 

 

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, including our NEOs, 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 clawback and recoupment policies and provisions, we intend to disclose the general circumstances of any application of our clawback or recoupment

   

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).

 

 

Pricing Policies and Controls. 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.

 

 

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, the consequences of taking inappropriate actions, and where to escalate concerns, including providing the option of doing so anonymously.

 

 

Prohibition on Hedging

 

 

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”).

 

LOGO ï 2024 Proxy Statement45


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

Pay Ratio

 

 

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 target total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2023. Target total direct compensation included base salary, target annual cash incentive award opportunity for the period, and the target annual grant value of LTI equity awards during 2023. Earnings of our staff members outside of the U.S. were

converted to U.S. dollars using currency exchange rates as of December 31, 2023. No cost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 2023 which was $166,322. As disclosed in the “Summary Compensation Table” appearing on page 83, our CEO’s annual total compensation for 2023 was $22,643,650. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 136 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2023” above and our Compensation Discussion and Analysis beginning on page 48.

 

 

Compensation Committee Report

 

 

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 2024 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

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

 

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Item 2 — Advisory Vote to Approve Our Executive Compensation

 

 

 

 

 

 

Item 2

Advisory Vote to Approve 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 48 through 82) and related compensation tables and the narrative in this proxy statement (pages 83 through 99). 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 2023 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 these reasons and as discussed 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 2025 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.

 

LOGO ï 2024 Proxy Statement47


       

 

 

 

 

Compensation Discussion and Analysis

 

 

 

 

 

 

Compensation Discussion and Analysis

 

Table of Contents

 

 

Our Named Executive Officers

     48  

Our Strategy

     49  

Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance

     52  

Our Compensation Best Practices

     53  

Aligning Pay With Performance

     54  

Implementation of Our Strategic Priorities

     54  

Long-Term Incentive Equity Award Design in 2023

     60  

Positive 2023 Say on Pay Vote Outcome and Responses to 2023 Stockholder Input

     60  

Our 2023 Compensation Program Highlights and Objectives

     62  

How Compensation Decisions Are Made For Our Named Executive Officers

     63  

Elements of Compensation and Specific Compensation Decisions

     66  

Compensation Policies and Practices

     77  

Non-Direct Compensation and Payouts in Certain Circumstances

     80  

Accounting Standards

     82  

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 2023 as set forth below.

Our Named Executive Officers

 

 

Name    Title

Robert A. Bradway

  

Chief Executive Officer and President

Murdo Gordon

  

Executive Vice President, Global Commercial Operations

David M. Reese

  

Executive Vice President and Chief Technology Officer(1)

Peter H. Griffith

  

Executive Vice President and Chief Financial Officer

Esteban Santos

  

Executive Vice President, Operations

 

 

(1) 

Dr. Reese was appointed as our Executive Vice President and Chief Technology Officer effective December 2023. Prior to this, he served as our Executive Vice President, Research and Development.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Our Strategy

 

Our strategy is the integrated set of actions we take to improve our competitive position in the industry. The focus is inherently long-term in nature. Successful strategy is iterative and requires constant resource reallocation 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 facilitate strong oversight of our strategic direction. Our Board engages in regular reviews of our strategy throughout the year and dedicates one meeting per year to a comprehensive review of our strategy and goals for the business for the short-, medium-, and long-term. It

also engages in review and discussion of longer-term trends to align on the developments and trends that are expected to inform nearer-term decisions. The Company’s management is then charged with implementing the business strategy as informed by the Board’s review.

 

 

Our Mission and Therapeutic Pillars

 

Our mission is to serve patients and we do so by developing innovative medicines that have a significant impact on serious illness. Our business is

organized across four therapeutic pillars: general medicine; oncology; inflammation; and rare disease. Our biosimilars business is integrated into these pillars.

 

 

LOGO

 

LOGO ï 2024 Proxy Statement49


       

 

 

 

 

Compensation Discussion and Analysis

 

 

 

 

 

 

2023 Activities Supporting Execution of Our Strategy

Select 2023 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 2023 Activities

       
   

LOGO

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 programs. This results in a productive balance of internal and external programs and collaborations reflected in our current product portfolio and pipeline.

 

•  Executed key clinical studies and advanced an innovative first-in-class pipeline delivering positive results:

 

  In our oncology therapeutic area we were granted three Breakthrough Therapy Designations(1) by the U.S. Food and Drug Administration (FDA) while advancing our pipeline (as discussed further on page 56):

–  For tarlatamab for the treatment of patients with advanced small cell lung cancer (SCLC);

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

–  For LUMAKRAS® in combination with Vectibix® for the treatment of patients with KRAS G12C mutated metastatic colorectal cancer (CRC).

 

  In our general medicine therapeutic area, we advanced:

–  For obesity, maridebart cafraglutide, following our positive Phase 1 study results, we are actively conducting a Phase 2 study in overweight or obese adults with or without type 2 diabetes mellitus; and

–  For cardiovascular disease, olpasiran, a Phase 3 cardiovascular outcomes study in patients with atherosclerotic cardiovascular disease (ASCVD) and elevated Lp(a) is in progress.

 

  In our inflammation therapeutic area:

–  For rocatinlimab(2), based on positive Phase 2 study results that demonstrated improvement in patients with moderate to severe atopic dermatitis, the Phase 3 ROCKET program composed of eight studies is in progress; and

–  For TEZSPIRE®(3), Phase 3 studies investigating TEZSPIRE as a treatment in patients with eosinophilic esophagitis and in patients with chronic rhinosinusitis with nasal polyps and a Phase 2 study investigating TEZSPIRE in chronic obstructive pulmonary disease are in progress.

 

       

  In our rare disease therapeutic area:

    In October 2023, we completed our $27.8 billion acquisition of Horizon Therapeutics plc. This significant acquisition brings first-in-class or best-in-class innovative medicines that address rare autoimmune diseases, including TEPEZZA® (for thyroid eye disease), KRYSTEXXA® (for uncontrolled gout), and UPLIZNA® (for neuromyelitis optica spectrum disorder) as well as a pipeline of rare disease product candidates. The acquisition of the Horizon business with its important rare disease products and pipeline, coupled with TAVNEOS® (our first-in-class treatment for adult patients with severe active anti-neutrophil cytoplasmic autoantibody (ANCA)-associated vasculitis acquired from ChemoCentryx, Inc.), comprise our new rare disease therapeutic area and fit well with our broad innovative portfolio, our experience in inflammatory diseases, our global infrastructure, and our capabilities in biologic process development and manufacturing.

 

(1) 

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.

(2) 

Rocatinlimab is being developed in collaboration with Kyowa Kirin Co., Ltd.

(3) 

TEZSPIRE is being developed in collaboration with AstraZeneca.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

 
Strategic Priorities  

Importance

 

Select 2023 Activities

       
   

LOGO

Branded

Biosimilars

 

Our branded biosimilars build on our existing business capabilities and increase the efficient use of our existing resources by being fully integrated with, and supported by, our biologic development, manufacturing, and global commercial operations capabilities.

 

  We continued development of our biosimilars portfolio, including the following advancements:

 

  The FDA accepted the Biologics License Applications (BLA) for:

–  ABP 938 (biosimilar candidate to EYLEA®(1) (aflibercept)) in patients with neovascular age-related macular degeneration; and

–  ABP 959 (biosimilar candidate to Soliris®(2) (eculizumab)) in adult patients with paroxysmal nocturnal hemoglobinuria.

 We received FDA approval for WEZLANA™ (biosimilar candidate to STELARA®(3) (ustekinumab)).

       
   

LOGO

Global

Impact

 

We established a global presence to capture the full value of our innovative capabilities globally. International expansion is an important part of our growth strategy. Amgen has a presence in more than 100 countries around the world.

 

  We expanded our international footprint. This international footprint allows us to deliver our medicines to more patients globally, a capability that we are leveraging to bring the innovative rare disease products and pipeline products from the Horizon acquisition to more patients around the world.

       
   

LOGO

Manufacturing

Excellence

 

We are pioneering advanced technologies and implementing more environmentally responsible approaches throughout the Company to increase operational efficiency and reduce our environmental impact. Amgen EcovationTM is our proprietary approach to innovative manufacturing that is integrated into the upfront design, development, and execution of our new laboratory, manufacturing, and administrative buildings. This results in smaller footprint and highly resource efficient biomanufacturing plants that reduce our environmental impact. These facilities have been built in less time than conventional plants and have reduced operating costs.

 

  Amgen Ecovation has guided the design and construction of our two new state-of-the-art U.S. facilities in Ohio (recently licensed by the FDA) and North Carolina. In addition to helping to advance our 2027 environmental goals, these new facilities are expected to support our ability to meet the demand for our medicines and bring hundreds of full-time jobs to these regions while expanding our access to diverse talent.

       
   

 

LOGO

Continuous

Improvement

 

We prioritize continuous operating improvements to fund innovation. In addition to our ongoing digital transformation journey to achieve maximum efficiencies and drive innovation, we are focusing on integration of our acquisitions and collaborations to accelerate our realization of benefits from these investments.

 

  As part of our focus on the successful integration of our acquisitions and collaborations, we established a Company-wide goal with targets focused on ChemoCentryx integration metrics. We exceeded these targets to increase new prescribers of TAVNEOS and to retain key ChemoCentryx commercial field and medical staff members. Our learnings from the successful integration of ChemoCentryx have prepared us to effectively integrate the larger Horizon acquisition.

 

  We continue to invest in information technology platforms and Company-wide process simplification and automation to further enable speed and efficiencies throughout our Company.

       
   

LOGO

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. We returned excess capital through dividends.

 

•  Invested $33.7 billion for long-term growth:

 

  $27.8 billion in acquisitions;

  $4.8 billion in research and development; and

  $1.1 billion in capital expenditures, including investments in manufacturing sites that support our environmental goals.

 

  Returned capital to investors in $4.6 billion of dividends paid ($2.13 per share per quarter, a 10% per share dividend increase over 2022).

 

 

(1) 

EYLEA is a registered trademark of Regeneron Pharmaceuticals, Inc.

(2) 

Soliris is a registered trademark of Alexion Pharmaceuticals, Inc.

(3) 

STELARA is a registered trademark of Johnson & Johnson.

 

LOGO ï 2024 Proxy Statement51


       

 

 

 

 

Compensation Discussion and Analysis

 

 

 

 

 

 

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 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) After our successful delivery on the ESG goals under our 2022 annual cash incentive plan, our Compensation and Management Development Committee, or Compensation Committee, approved an expanded ESG goal for our 2023 Company performance goals designed to continue to hold ourselves accountable for, and systematically advance towards, our 2027 environmental sustainability goals, to drive measurable achievement of our Representation in Clinical Research (RISE) objectives (in support of our strategic priority of innovation), and to expand ownership and accountability for our culture of inclusion deeper into the organization by increasing the number of leaders accountable for action (in support of our strategic priority of continuous improvement) and of our diversity, inclusion, and belonging program. This 2023 ESG goal focused on these areas by requiring:

 

 

Timely achievement of cumulative conservation targets for carbon, water, and waste disposed in

   

2023, measured as a percentage of our 2027 environmental plan goals;

 

 

Measurable achievement of Representation in Clinical Research (RISE) program objectives by defining our success criteria for improvement in representative enrollment in clinical trials as well as key performance indicators to measure incorporation of diversity considerations in design and operational plans of interventional Phase 3 studies being conducted in the U.S., and developing a tracking system to monitor these key performance indicators; and

 

 

Establishment and completion of diversity, inclusion, and belonging action plans in 2023 by an expanded group of leaders, including eligible directors and senior managers, to drive ownership and accountability for these activities deeper into the organization with a target goal of 90% participation.

For additional discussion, please see “Aligning Pay With Performance” and “Implementation of Our Strategic Priorities—2023 Annual Cash Incentive Plan,” and “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards—2023 Company Performance Goals” below. A 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.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Our Compensation Best Practices

 

What we do

 

 

Majority of compensation is performance based: A substantial majority of NEO compensation is performance based and at risk.

 

 

Performance-based equity: Our LTI equity award grants are primarily (80%) performance-based, with 50% in three-year performance units.

 

 

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 for 95% of equity awards granted. Our grants 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 to promote retention.

 

 

Stock ownership and retention guidelines: We have a six times base salary stock ownership requirement for our Chief Executive Officer. Our Executive Vice Presidents and Senior Vice Presidents have three times and two times base salary stock 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, 2023, were in compliance.

 

 

Clawback Policy: Our Compensation Committee has adopted an updated clawback policy(1) which is compliant with the NASDAQ Stock Market listing standards providing for the mandatory recovery from our Section 16 officers, including our NEOs, of erroneously awarded incentive-based executive compensation, including past cash bonuses and performance units payouts received by our executive officers, granted, earned, or vested, wholly or in part, upon the attainment of any financial reporting measure that is the subject of a financial restatement. The clawback policy is a no-fault policy as it is applicable to all Section 16 officers regardless of any misconduct or negligence.

 

 

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.

 

 

Independent compensation consultant: The Compensation Committee retained and sought advice from Frederic W. Cook & Co., Inc., or FW Cook, to assist the Compensation Committee in its review and determination of executive compensation.

 

 

Amgen Values: The Amgen Values(2) 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 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 did not make 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(3), or entering into any hedging, derivative, or similar transactions.

 

×

 

No re-pricing or backdating: We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of equity awards.

 

×

 

No tax gross-ups: We do not provide tax gross-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.

 

×

 

No single-trigger and no gross-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 tax gross-ups on change of control payments.

 

×

 

No excessive perks: Our perquisites are limited to those with a clear business-related rationale.

 

×

 

No employment agreements: We do not have employment contracts or guaranteed bonuses, other than in countries where they are required by law.

 

×

 

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.

 

 

 

(1) 

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.

(2) 

For additional discussion, please see “Our Values” in this Compensation Discussion and Analysis.

(3) 

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”).

 

 

LOGO ï 2024 Proxy Statement53


       

 

 

 

 

Compensation Discussion and Analysis

 

 

 

 

 

 

Aligning Pay With Performance

 

 

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