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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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 under §240.14a-12

AbbVie 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 14a6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

Notice of 2024
Annual Meeting
of Stockholders

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To the stockholders of our company:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders to be held on May 3, 2024, where we will be voting on the below matters. You will be able to attend the Annual Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/ABBV2024.

Items of business

To elect five directors to hold office until the 2027 Annual Meeting or until their successors are elected.
To ratify the appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm for 2024.
To vote on an advisory basis on the approval of executive compensation.
To vote on an advisory basis on the frequency of future stockholder advisory votes on executive compensation.
To vote on a management proposal to eliminate supermajority voting.
To consider any other matters that may properly come before the meeting, including three stockholder proposals, if presented during the meeting.

Your vote is important.
Please vote promptly using one of the methods mentioned below:

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Internet
Visit www.proxyvote.com to vote online.

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Mail
Sign and return your proxy card in the enclosed envelope if you received a printed version of the proxy card.

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Telephone
Call toll-free 1-800-690-6903 in the U.S. and Canada.

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At the virtual meeting
To be admitted to the virtual meeting, you must enter the control number found on your proxy card, voting instructions form, or notice you received.

The Annual Meeting of Stockholders of AbbVie Inc. (the “Annual Meeting”) will be held on Friday, May 3, 2024 at 9:00 a.m. CT. This year’s Annual Meeting will be a virtual meeting of stockholders.

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DATE AND TIME:

Friday, May 3, 2024
9:00 a.m. CT

WHERE:

Via live webcast online at
www.virtualshareholdermeeting.com/ABBV2024.

ADMISSION:

Stockholders of record at the close of business on March 4, 2024 are entitled to notice of and to vote at the annual meeting.

Thank you for your continued support of and interest in the company.

By Order of the Board of Directors,

Perry C. Siatis

Secretary

March __, 2024

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TABLE OF CONTENTS

    

PROXY SUMMARY

1

About the Meeting

1

Who We Are

2

Our Business Performance

3

Our Governance Highlights

5

Our ESG Highlights

8

Executive Compensation Highlights

12

INFORMATION CONCERNING DIRECTOR NOMINEES

13

THE BOARD OF DIRECTORS AND ITS COMMITTEES

21

COMMUNICATING WITH THE BOARD OF DIRECTORS

28

DIRECTOR COMPENSATION

29

SECURITIES OWNERSHIP

31

EXECUTIVE COMPENSATION

33

Compensation Discussion and Analysis

33

Compensation Committee Report

51

Compensation Risk Assessment

51

Summary Compensation Table

53

2023 Grants of Plan-Based Awards

56

2023 Outstanding Equity Awards at Fiscal Year End

58

2023 Option Exercises and Stock Vested

61

Potential Payments upon Termination or Change in Control

70

RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

73

AUDIT INFORMATION

74

Audit Fees and Non-Audit Fees

74

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

74

Audit Committee Report

75

SAY ON PAY—ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION

76

SAY WHEN ON PAY—ADVISORY VOTE ON THE FREQUENCY OF FUTURE APPROVALS OF EXECUTIVE COMPENSATION

77

MANAGEMENT PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING

78

STOCKHOLDER PROPOSALS

80

Stockholder Proposal on Simple Majority Vote

80

Stockholder Proposal on Lobbying

81

Stockholder Proposal on Patent Process

85

ADDITIONAL INFORMATION

89

INFORMATION ABOUT THE ANNUAL MEETING

93

Who Can Vote

93

Notice and Access

93

Voting by Proxy

93

Revoking a Proxy

93

Discretionary Voting Authority

93

Quorum

94

Votes Required for Each Item

94

Inspectors of Election

95

Cost of Soliciting Proxies

95

AbbVie Savings Plan

95

f

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PROXY SUMMARY

About the Meeting

This proxy statement and the accompanying proxy are being made available to stockholders on or about March 18, 2024. The accompanying proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting of Stockholders. This summary highlights selected information in the proxy statement. Please review the entire proxy statement and the AbbVie 2023 Annual Report before voting. The voting items expected to be proposed at the meeting are listed below along with the board’s voting recommendations.

    

2024 Annual Meeting of Stockholders Information

Date and Time: Friday, May 3, 2024 at 9:00 a.m. CT

Place: Via live webcast online at www.virtualshareholdermeeting.com/ABBV2024

Record Date: March 4, 2024

Proposal 1: Election of Directors

FOR
Each Nominee

Roxanne S. Austin
Rebecca B. Roberts

Richard A. Gonzalez
Glenn F. Tilton

Susan E. Quaggin

Each of the nominees has the skills and experience necessary to fulfill their oversight role with respect to AbbVie’s business and culture. See pages 14-20 for more information about the qualifications of our directors.

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Proposal 2: Ratification of Independent Auditor

FOR

Graphic

Ernst & Young LLP has served as our independent auditor since 2013. The board and the audit committee believe it is in the best interests of the company and its stockholders to retain Ernst & Young LLP as the company’s independent auditor. See page 73 for more information.

Proposal 3: Say on Pay – Advisory Vote on Executive Compensation

FOR

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AbbVie’s compensation program aligns executive interests with the drivers of long-term, sustainable growth. Our program balances short- and long-term strategic objectives and directly links compensation to stockholder value. See pages 33-72 for more information.

Proposal 4: Say When on Pay – Advisory Vote on the Frequency of Future Approvals of Executive Compensation

1 Year  Graphic

2 Year      

3 Year      

The board recommends that future advisory approvals of named executive officer compensation occur every year. See page 77 for more information.

Proposal 5: Management Proposal to Eliminate Supermajority Voting

FOR

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AbbVie is again seeking stockholder approval to eliminate supermajority voting thresholds in our charter and by-laws. See pages 78-79 for more information.

Stockholder Proposals

Proposal 6:

Stockholder Proposal on Simple Majority Vote

AGAINST

Proposal 7:

Stockholder Proposal on Lobbying

AGAINST

Proposal 8:

Stockholder Proposal on Patent Process

AGAINST

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PROXY SUMMARY

Who We Are

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~ 50,000
employees worldwide

In more than 70 countries, AbbVie employees are working every day to advance health solutions for people around the world.

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, oncology, aesthetics, neuroscience and eye care. AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases.

Over the last decade, we have expanded to approximately 50,000 employees who are focused every day on making a remarkable impact. Globally, our employees represent diverse backgrounds and perspectives, and our company values treating everyone equally, with dignity and respect, which we believe allows us to achieve our best.

At AbbVie, we care deeply for patients and customers, their families, our employees, and our communities. We strive to do the right thing, pursuing the highest standards in quality, compliance, safety, and performance. Our products help patients and customers in over 175 countries around the world.

Our commitment to health does not stop with our medicines. Each day, we work to deliver sustainable solutions that improve the health of our business and the health of humankind.

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Launched in
2013

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Millions
of patient lives touched

AbbVie’s Principles are foundational:

Transforming Lives

We inspire hope and transform lives every day. We make decisions based on our deep caring and compassion for people, delivering a lasting impact to our patients, their families, our employees and the community.

  

Acting with Integrity

We strive to always do the right thing. With uncompromising integrity at the heart of everything we do, we pursue the highest standards in quality, compliance, safety and performance.

  

Driving Innovation
We innovate relentlessly in everything we do to tackle unmet needs. We invest in the discovery and development of new medicines and healthcare approaches for a healthier world.

  

Embracing Diversity & Inclusion

We treat everyone equally, with dignity and respect. Around the world, our employees embrace diverse backgrounds and perspectives, which allows us all to achieve our best.

  

Serving the Community

We are proud to serve and support the community and do our part to protect the environment. We make a remarkable impact that's felt within healthcare and beyond.

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PROXY SUMMARY

Our Business Performance

Advanced our strategy through outstanding operational execution and investments in innovation during 2023

Total Net Revenues

  

  

Growth Platform Net Revenues

  

  

Operating Cash Flow

$54.3BN

$39.9BN

$22.8BN

 -6.4% compared to 2022*

+8.4% compared to 2022**

in 2023

Blockbuster Products

Adjusted R&D Investment

Development Pipeline

12

$7.8BN

~90

assets with 2023 net revenues > $1.0BN

increased $0.7BN compared to 2022***

 active clinical and device programs****

The measures set forth in this table were calculated as of 12/31/2023.

* Decline primarily due to the U.S. Humira loss of exclusivity in 2023.

** Growth Platform reflects total net revenues less Humira net revenues.

*** Reflects a non-GAAP measure and is adjusted for certain items, which are reconciled in Appendix B.

**** Compounds, devices or indications in development individually or under collaboration or license agreements.

Strong operational execution

Total net revenues of $54.3 billion, driven by strong performance from our Growth Platform and successful management of the U.S. Humira loss of exclusivity (LOE).
oKey asset performance drove Growth Platform net revenues of $39.9 billion, an increase of 8.4% compared to 2022.
oAbbVie had eight assets in its Growth Platform with double-digit sales growth in 2023, including Skyrizi, Rinvoq, and Vraylar.
oAbbVie retained strong parity access for U.S. Humira.
Reported diluted EPS of $2.72 on a GAAP basis and adjusted diluted EPS of $11.11. See Appendix B for the reconciliation.
Generated operating cash flow of $22.8 billion.

Advancing new medicines with an innovative R&D pipeline

Achieved regulatory approvals for several new products or major indications, including Rinvoq for the treatment of adult patients with moderately to severely active Crohn’s disease (CD) who have had an inadequate response or intolerance to one or more tumor necrosis factor blockers, Epkinly as the first bispecific antibody to treat adult patients with relapsed/refractory (r/r) diffuse large B-cell lymphoma (DLBCL) and Qulipta for the preventive treatment of chronic migraine in adults.
Submitted regulatory applications in key development programs, including Skyrizi for the treatment of adults with moderately to severely active ulcerative colitis (UC), Epkinly for adult patients with r/r follicular lymphoma (FL) previously treated with two or more prior therapies and Botox Cosmetic for the treatment of platysma prominence.
Generated positive data for key late-stage assets, including Phase 3 data for trenibotulinumtoxinE (BoNT/E) for the treatment of moderate to severe glabellar lines and Phase 2 data for telisotuzumab-vedotin (Teliso-V) for patients with c-Met protein overexpression, epidermal growth factor receptor (EGFR) wild type, advanced/metastatic nonsquamous non-small cell lung cancer (NSCLC).
Strengthened our pipeline and long-term growth outlook with the announced acquisition of ImmunoGen, Inc. and pending acquisition of Cerevel Therapeutics, which include a collection of on-market and pipeline assets in oncology and neuroscience. These transactions, and others, represent the company’s

2024 Proxy Statement     |     Graphic    3

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PROXY SUMMARY

commitment to continuing to invest in research and development and business development during the U.S. Humira LOE.

Significant long-term value creation

Market Capitalization

Quarterly Dividend Increase

Total Stockholder Return

+$190BN

>285%

+343%

10-year increase, adding significant stockholder value

raised to $1.55 per share from $0.40 per share over the last decade

over the last decade

The measures set forth in this table were calculated as of 12/31/2023 versus 12/31/2013. The quarterly dividend increase is calculated on a declared basis.

Total stockholder return (TSR)

AbbVie has a track record of robust total stockholder returns. Over the last decade, AbbVie’s TSR ranks in the top tier of its named peers and surpasses the cumulative total returns of the Standard & Poor’s 500 Index and the NYSE Arca Pharmaceutical Index, as shown in the tables below.

1-Year

3-Year

5-Year

10-Year

0%

+64%

+112%

+343%

AbbVie’s Relative TSR Performance

Versus Peer Group (Multi-Year)

Versus Select Indices (10-Year)

2023

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6th place out of 10

3 Years

2nd place out of 10

5 Years

2nd place out of 10

10 Years

2nd place out of 10

AbbVie’s peer group above includes: Amgen, Inc; Bristol-Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc; Johnson & Johnson; Merck & Company, Inc; Novartis AG; and Pfizer Inc. TSR measured as of 12/31/23.

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PROXY SUMMARY

Our Governance Highlights

Our board of directors is committed to strong corporate governance tailored to meet the needs of AbbVie and its stockholders to enhance long-term stockholder value. Each year, AbbVie completes a robust investor engagement program with governance investment teams. Our engagements in 2023 included discussions on (1) AbbVie’s board composition and board succession planning, (2) the board’s management succession process, (3) AbbVie’s processes and disclosures related to its political expenditures and lobbying activities, (4) AbbVie’s executive compensation programs, (5) AbbVie’s responsiveness to shareholder proposals, and (6) AbbVie’s environmental, social, and governance (ESG) strategy and initiatives. AbbVie also engages each year with each of its stockholders who submit proposals for the annual meeting.

Each year, the board reviews feedback from our investor engagements and discusses opportunities to improve AbbVie’s governance practices. The following chart summarizes some of the governance practices that the board has adopted over the past several years as a result of dialogue with our stockholders:

Topic:

Actions taken by our board:

Stockholder Voting Rights

approved a management proposal to eliminate supermajority voting (Item 5) to seek stockholder approval to amend the company’s Amended and Restated Certificate of Incorporation to provide for a simple majority of shares outstanding for all provisions previously subject to a supermajority provision and previously submitted the same proposal from 2018 to 2023 as well as a declassification management proposal from 2016 to 2018

Lead Independent Director Role

significantly expanded disclosure on the lead independent director responsibilities in the 2018 and 2019 proxy statements, to better inform our stockholders on the robust leadership that the role provides

appointed the lead independent director to all committees in 2019, further strengthening his active leadership role

Board Skills & Composition

added two female directors in 2023, further strengthening the diversity of our board

updated our director biographies in 2023 to include additional skills of interest to our stockholders, such as cybersecurity experience

shared our board skills matrix beginning in 2016 and updated the matrix with additional skills in this proxy statement

Environmental, Social, and Governance (ESG) Disclosures

amended our governance guidelines in 2023 to add specific limits on the number of other directorships a director may hold

increased our disclosures on board risk oversight in 2023

enhanced our website disclosures on political contributions and lobbying in 2022, 2023, and 2024

expanded the discussion of board oversight of executive succession planning and company culture in the 2022 proxy statement

issued a TCFD aligned report, starting in 2022 and a SASB aligned report, starting in 2021

disclosed detailed data on the diversity of AbbVie’s U.S. workforce by publishing AbbVie’s EEO-1 report on our website starting in 2020

added board diversity data, starting in the 2019 proxy statement

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PROXY SUMMARY

Additional highlights of our governance practices include:

Director independence

 Twelve of AbbVie’s thirteen directors are independent and regularly meet in executive session

 Since our inception, we have had a lead independent director with robust responsibilities

 All members of our audit, compensation, nominations and governance, and public policy and sustainability committees are independent

Stockholder rights

 Adopted a proxy access By-Law provision for 3%/3 years

 We do not have a stockholder rights plan or “poison pill”

 Our directors are elected by a majority vote of our stockholders for uncontested elections, and we have a resignation policy if the director fails to receive a majority of the votes cast

Board and executive accountability

 Ongoing executive succession planning, including an assessment of the diversity of executive candidates

 Minimum stock ownership guidelines are in place for the CEO and other NEOs

 We have a related person transaction policy to ensure appropriate oversight

 We hold an annual say-on-pay advisory vote on executive compensation

Board composition and effectiveness

 Our governance guidelines restrict the number of boards our directors may serve on to prevent overboarding

 Annual board and committee self-assessments and annual board succession planning

 For inclusion on the board, the nominations and governance committee considers diversity of race, ethnicity, gender, age, and geography, together with other voluntarily identified diversity criteria

Clawback and anti-hedging and anti-pledging policies

 Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the Code of Conduct

 Directors and executive officers are prohibited from buying or selling any financial instruments designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold

 Directors and executive officers are prohibited from pledging AbbVie stock as collateral for a loan

Other ESG practices

 ESG and equity, equality, diversity, and inclusion (EEDI) goals are incorporated into our executive compensation programs for all executives

 We are guided by strong ethics programs and supplier guidelines

 We disclose our corporate political contributions, our trade association memberships, and oversight process on our website and expanded these disclosures in 2022, 2023, and 2024

Board Response to 2023 Simple Majority Stockholder Proposal

At AbbVie’s 2023 stockholder meeting, the simple majority stockholder proposal received approximately 53% support. This proposal sought to replace any supermajority vote standards in AbbVie’s Certificate of Incorporation and By-Laws with a simple majority of votes cast standard. As a result of this vote outcome, we prioritized discussing this proposal with our stockholders during our fall 2023 engagements. We reached out to stockholders representing over 40% of our outstanding shares, requesting to engage on the simple majority proposal and other topics, and conducted engagements via phone or video conference with stockholders representing over 30% of our outstanding shares. Our primary goal was to educate our stockholders on the board’s history of submitting management proposals to eliminate supermajority voting. Namely, from 2018 through 2024, the board has approved a management proposal to replace any supermajority vote standards in AbbVie’s Certificate of Incorporation and By-Laws with a simple majority of outstanding shares standard. This management proposal itself requires 80% of outstanding shares to vote in favor to pass. In 2023, only approximately 70% of outstanding shares voted in favor of the proposal. It is important to note that the board does not have authority to eliminate

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PROXY SUMMARY

supermajority voting itself; the only way these provisions can be eliminated is via the support of 80% of outstanding shares for the management proposal.

We also aimed to gather feedback from stockholders on the difference between the stockholder proponent’s preferred standard (i.e., simple majority of votes cast) and the standard in the management proposal (i.e., simple majority of outstanding shares). Stockholders did not express a strong view on this difference and generally expressed support for any effort to move away from supermajority voting. The board favors simple majority of outstanding shares, as it creates greater predictability regarding vote outcomes at meetings.

Stockholders expressed support for AbbVie’s history of commitment on this topic, and many noted that they support stockholder proposals on simple majority voting as a matter of default policy (as opposed to a specific concern at AbbVie). Investors consistently expressed support for a continued management proposal on this topic, noting that putting forward the same management proposal in 2024 would be deemed as responsive to the passing 2023 stockholder proposal.

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PROXY SUMMARY

Our ESG Highlights

As a research-driven global biopharmaceutical company, we apply the same high standards and rigor to the medicines and solutions we pursue, to how we operate our business. We recognize that our company and our industry hold a unique opportunity to make a real difference in people’s lives—not just the breakthroughs we deliver, but also the responsible paths we take to achieve them. We advance environmental, social, and governance (ESG) initiatives that contribute to the sustainable growth of our company so that we can create positive impact for generations to come.

Our ESG Framework

Our ESG Framework is built around three foundational pillars that align with our enterprise goals and principles. These are based on an analysis of our material issues, taking into account the topics of most interest and relevance to our company and our stakeholders—including our patients and patient organizations, employees, investors, regulators & government, payers & providers, suppliers, and nonprofit partners. Collaboration with stakeholders is critical to our success.

We discover and deliver innovative medicines that solve serious health issues and enhance people’s lives by pushing the boundaries of innovation, putting people and patients first, creating high-quality therapeutic solutions and ensuring their safety, efficacy, and accessibility.

We unlock the full potential of diverse and talented teams—and partners—to deliver today and into the future. We do this by attracting and retaining the best talent, embracing diversity of thought and through collaboration. We know that when we unlock the full potential of our people and our partners, we accelerate innovation, enhance people’s lives, and meet our business objectives.

We innovate with integrity and intention to advance long-term patient health and business resiliency. We ensure that we are prepared for the future by operating a sustainable, agile business model and governance structure that anticipates and evolves in a dynamic industry and society. We are unwavering in assuring supply of innovative medicines to patients and life enhancing products to customers.

Our Material Drivers

Product Innovation

We strive to make a remarkable impact on patients and drive sustainable growth by consistently discovering and delivering innovative medicines that address serious health issues and advance people’s lives.

Patient Access and Patient Affordability

We believe everyone who needs our medicines should be able to get them.

Human Capital Management

We believe purposeful work drives meaningful change. We nurture diverse talents to solve the most complex health challenges and create remarkable impacts on people’s lives.

Business Ethics

We act with integrity in everything we do.

Patient Health and Engagement

We continuously strive to improve health outcomes for patients around the world.

Product Quality and Safety

We are committed to delivering safe and effective, quality products and medicines through robust quality systems.

We also prioritize Environmental Sustainability within and beyond AbbVie to support our patients, people, and planet. Our environmental sustainability strategy is focused on reducing our environmental footprint, growing sustainably by inspiring innovation, and engaging our workforce to steward sustainability.

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PROXY SUMMARY

Our ESG Governance

AbbVie’s full board of directors, board committees, and executive leadership team regularly review, and advise on, ESG topics to advance AbbVie’s business sustainability and impact on society. To further strategic and enterprise-aligned delivery on AbbVie’s ESG Framework, we maintain an ESG Council, chaired by our Senior Vice President, Corporate Affairs, and composed of senior-level leaders from across the company. The ESG Council’s purpose is to champion business sustainability and mitigate business risks by monitoring, reviewing, and recommending actions to the ESG Council Chair, members of the executive leadership team, and AbbVie’s CEO. The ESG Council Chair may also present certain recommendations of the ESG Council from time to time to the board of directors as appropriate.

The ESG Council meets regularly and maintains sub-committees that are aligned to AbbVie’s material drivers. With this governance in place, AbbVie is well-positioned to recognize ESG opportunities and advance its ESG objectives.

ESG Action Report

In 2023, we further strengthened our ESG Action Report by enhancing transparency of our ESG strategies and efforts. Published in May 2023, the 2022 ESG Action Report includes detailed commentary about our approach, actions, and commitments across material drivers; over 100 KPIs showing our progress (a more than 30% increase in KPIs from our previous report); and ESG-related recognitions of our efforts. The report highlights several key actions, including AbbVie achieving its 2025 scope 1 and 2 carbon reduction target four years ahead of schedule, progress against our EEDI strategy, and advancements in product innovation. The ESG Action Report also outlines our alignment with United Nations Sustainable Development Goals (SDGs) and the Sustainability Accounting Standards Board (SASB) Index. The full ESG Action Report can be found at https://www.abbvie.com/content/dam/abbvie-com2/pdfs/abbvie-esg-action-report.pdf

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PROXY SUMMARY

Below are select 2023 ESG highlights across several of our material areas.

Product Innovation

$7.8 billion in adjusted research & development investment in 2023*
7 major product or indication approvals in 2023
Announced two acquisitions totaling more than $18 billion to expand our robust pipeline

Patient Access and Patient Affordability

Over 218,000 U.S. patients provided medicine at no cost through our patient assistance program in 2023
More than one million units of medicine donated globally in 2023
Within the United States, we provide co-pay assistance, regardless of income, to all eligible patients with commercial insurance

Human Capital Management

AbbVie further improved the diversity of its board of directors in 2023
We received a 92% response rate for our 2023 all-employee survey
Nearly 14,000 AbbVie employees in 57 countries and territories donated more than 47,000 volunteer hours during AbbVie’s annual Week of Possibilities volunteer event

o

Environmental Sustainability

AbbVie’s science-based targets were approved by SBTi in 2023 and include a Scope 1 and 2 emissions reduction target, a 100% renewable electricity target, and a supplier engagement target for AbbVie’s largest scope 3 categories
AbbVie has decreased its Scope 1 and 2 emissions by more than 15% compared to its 2021 baseline, and is ahead of schedule to meet its new 42% Scope 1 and 2 emissions reduction target by 2030
AbbVie’s Decarbonization Plan was published in 2023 and outlines the process for achieving its new science-based Scope 1 and 2 emissions reduction target

Patient Health and Engagement

AbbVie currently supports 18 active medical research and drug development projects across the spectrum of the patient journey through the Innovative Health Initiative in the European Union, with more than 300 leaders and subject matter experts from 10 AbbVie sites involved
Offered more than 475 patient support programs worldwide for patients who have started treatment on AbbVie medicines each program being tailored to country and disease-specific needs
Over $28 million in grants and over 144,000 patients and health care providers reached through independent education grants in 2023

Business Ethics

All eligible employees completed AbbVie’s annual training on our Code of Business Conduct and conflicts of interest training
In the United States, we held our first Ethics and Compliance Week in 2023, including multiple informational sessions and interviews with senior leaders about the importance of acting with integrity

*Adjusted research and development investment is a non-GAAP measure, which is reconciled in Appendix B.

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PROXY SUMMARY

External Recognition as a Leading Company

Our work hasn’t gone unnoticed. We have been honored to receive some of our industry’s most prestigious ratings and recognitions. To date, we have received more than 40 Great Place to Work and Top Employer rankings globally.

Workplace & Diversity

Environmental, Social
and Governance

Included for nine consecutive years
®Included for five consecutive years
Scored 100% for seven consecutive years

Great Place to Work’s World’s Best Workplaces™ Included since 2017 (was ranked #4 in 2023)
Fair 360 (formerly DiversityInc) “Top 50 Companies for Diversity” – Included since 2014
Seramount “100 Best Companies” – Included since 2014 (top-ten ranking for five of the last six years)
FORTUNE 100 Best Companies to Work For®Included since 2018
Human Rights Campaign Corporate Equality Index – Scored 100% since 2016
Disability:IN Best Places to Work for Disability Inclusion – Scored 100% since 2021

Dow Jones Sustainability World and North America Indices
EcoVadis Corporate Social Responsibility Assessment Silver Medal
FTSE4Good Index
#15 in America’s Most Responsible Companies by Newsweek
Civic 50 Honoree

For more information, visit https://news.abbvie.com/AbbVie-ratings-and-recognition-fact-sheet

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PROXY SUMMARY

Executive Compensation Highlights

The compensation committee has designed and implemented an executive compensation program in which a substantial majority of named executive officer (NEO) compensation at AbbVie is performance-based.

The goals of our compensation program are to:

1

Align executive interests with the drivers of stockholder returns and profitable growth

2

Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives

3

Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value

When determining NEO compensation, the committee first considers the median of the competitive marketplace (as derived primarily from the Health Care Peer Group approved by the committee) as an initial benchmark for assessing compensation. The committee then takes into account the company’s overall performance against the financial, operating and strategic objectives that were established at the start of the performance period. Finally, specific pay determinations are made for each NEO based on individual performance against goals and contributions to the short- and long-term performance of the company.

Key components and design of our executive compensation program:

Three primary components make up AbbVie’s executive pay program: base salary, short-term incentives, and long-term incentives. The structure of each component is tailored to serve a specific function and purpose. The following is a summary of the key components of our compensation program.

Element

Type

Primary
Objective

Key Characteristics

Base Salary

Fixed

Attract & retain top talent

Individual salaries are established relative to market median based on each NEO’s individual performance, skills, experience, and internal equity, as well as the company’s annual operating budget

Short-Term Incentives

At-Risk

Encourage achievement of company’s primary business goals

Plan utilizes non-GAAP financial goals as well as an assessment of individual performance against strategic objectives:

— Platform revenue

— Income before taxes

— Operating margin

— Return on assets

— Strategic and leadership goals

Long-Term Incentives

At-Risk

Align NEO interests with stockholders

Long-term incentive annual awards are granted in the form of:

— Performance shares and performance-vested restricted stock units (80% of NEO’s LTI award)

— Non-qualified stock options (20% of NEO’s LTI award)

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INFORMATION CONCERNING DIRECTOR NOMINEES

What am I voting on and how should I vote?

You are being asked to elect five Class III directors at the Annual Meeting.

The board of directors recommends you vote “FOR” each of the nominees set forth below.

The board of directors consists of three classes currently comprised of four directors in Class I, four directors in Class II, and five directors in Class III. Directors of one class are elected each year for a term of three years. The Class III directors are presented for re-election to hold office until the expiration of their term at the 2027 annual meeting of stockholders and until their successors are elected and qualified or until their earlier death or resignation. All of the nominees are currently serving as directors.

Directors are elected by stockholders if a majority of the votes cast are “for” a director’s re-election at the Annual Meeting, excluding abstentions and broker non-votes. For more information on the director majority vote standard, see AbbVie’s By-Laws as listed as an exhibit to AbbVie’s 2023 Annual Report on Form 10-K.

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INFORMATION CONCERNING DIRECTOR NOMINEES

Nominees (Class III)

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Roxanne S. Austin

Director Since: 2013

Age: 63

Committees: Compensation

Primary Occupation: President, Austin Investment Advisors

Business Experience:

Ms. Austin is president of Austin Investment Advisors, a private investment and consulting firm. She chaired the U.S. Mid-market Investment Advisory Committee of EQT Partners from 2017 to 2023. Previously, Ms. Austin also served as the president and chief executive officer of Move Networks, Inc., a provider of Internet television services. Ms. Austin served as president and chief operating officer of DIRECTV, Inc. Ms. Austin also served as executive vice president and chief financial officer of Hughes Electronics Corporation and as a partner of Deloitte & Touche LLP. Ms. Austin is also a director of Crowdstrike, Inc., Freshworks, Inc., and Verizon Communications Inc. Ms. Austin previously served as a director of Abbott Laboratories from 2000 to 2022, Teledyne Technologies, Inc. from 2006 to 2021, Target Corporation from 2002 to 2020, and Telefonaktiebolaget LM Ericsson from 2008 to 2016.

Key Contributions to the Board:

·    Through her extensive management and operating roles, including her financial roles, Ms. Austin contributes significant oversight and leadership experience to the board, including financial expertise and knowledge of financial statements, corporate finance, and accounting matters. Ms. Austin also provides substantial cybersecurity and other information technology expertise, as a result of her role as a director at Crowdstrike, Inc., a cybersecurity technology company, and former director at Target Corporation, among other roles.

Graphic

Richard A. Gonzalez

Director Since: 2013

Age: 70

Primary Occupation: Chairman of the Board and Chief Executive Officer, AbbVie Inc.

Business Experience:

Mr. Gonzalez is the chairman and chief executive officer of AbbVie, a position he has held since 2013. He served as Abbott’s executive vice president of the pharmaceutical products group from July 2010 to December 2012, and was responsible for Abbott’s worldwide pharmaceutical business, including commercial operations, research and development, and manufacturing. He also served as president, Abbott Ventures Inc., Abbott’s medical technology investment arm, from 2009 to 2011. Mr. Gonzalez joined Abbott in 1977 and held various management positions before briefly retiring in 2007, including: Abbott’s president and chief operating officer; president, chief operating officer of Abbott’s Medical Products Group; senior vice president and president of Abbott’s former Hospital Products Division; vice president and president of Abbott’s Health Systems Division; and divisional vice president and general manager for Abbott’s Diagnostics Operations in the United States and Canada.

Key Contributions to the Board:

·    As a result of his service since 2013 as AbbVie’s chairman and chief executive officer and his more than 30-year career at Abbott, Mr. Gonzalez has developed valuable business, management, and leadership experience, as well as extensive knowledge of AbbVie and its global operations.

·    Mr. Gonzalez’s experience and knowledge enable him to contribute to AbbVie’s board key insights into strategic, management, and operational matters.

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INFORMATION CONCERNING DIRECTOR NOMINEES

2018

70

: Nominations & Governance and Public Policy and Sustainability

Retired President of Chevron Pipe Line Company

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Susan E. Quaggin, M.D.

Director Since: 2023

Age: 60

Committees: Public Policy and Sustainability

Primary Occupation: Irving S. Cutter Professor and Chair of Medicine, Northwestern University Feinberg School of Medicine

Business Experience:

Dr. Quaggin is currently the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, where she has served as the Chair of the Department of Medicine since 2023 and Director of the Feinberg Cardiovascular and Renal Research Institute since 2013. Dr. Quaggin serves as a council member of the Association of American Physicians and previously served as president of the American Society of Nephrology in 2021 and 2022.

Key Contributions to the Board:

·    Through her position as the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, as well as her other leadership roles, Dr. Quaggin has acquired extensive medical and scientific expertise and deep knowledge of the health care environment. This expertise allows her to contribute valuable insights on AbbVie’s key research and development initiatives, among other matters.

Graphic

Rebecca B. Roberts

Director Since: 2018

Age: 71

Committees: Nominations & Governance and Public Policy and Sustainability

Primary Occupation: Retired President of Chevron Pipe Line Company

Business Experience:

Ms. Roberts served as president of Chevron Pipe Line Company from 2006 until her retirement in 2011. She previously served as the president of Chevron Global Power Generation from 2003 to 2006, in addition to various technical and management positions during her thirty-six year career with Chevron. Ms. Roberts began her career as a chemist and research scientist. Ms. Roberts currently serves on the board of directors at Black Hills Corporation and MSA Safety Incorporated. Ms. Roberts served as a director of Enbridge, Inc. from 2015 to 2018.

Key Contributions to the Board:

·    Ms. Roberts brings management, business development, operational, environmental and safety, marketing, and strategy development expertise with a scientific background and extensive global experience at Chevron.

·    She provides an informed perspective to the board on regulatory and operational matters faced by a complex international company. She also has broad experience across a range of geographies, including Asia, Europe, and Central America.

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INFORMATION CONCERNING DIRECTOR NOMINEES

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Glenn F. Tilton

Director Since: 2013

Age: 75

Committees: Audit, Compensation, Nominations & Governance, and Public Policy and Sustainability

Primary Occupation: Retired Chairman and Chief Executive Officer of the UAL Corporation

Lead Independent Director

Business Experience:

Mr. Tilton was chairman of the Midwest for JPMorgan Chase & Co. from 2011 until his retirement in 2014. From October 2010 to December 2012, Mr. Tilton also served as the non-executive chairman of the board of United Continental Holdings, Inc. From September 2002 to October 2010, he served as chairman, president and chief executive officer of UAL Corporation, and chairman and chief executive officer of United Air Lines, Inc., its wholly owned subsidiary. Prior to becoming the vice chairman of Chevron Texaco following the merger of Texaco Inc. and Chevron Corp., Mr. Tilton enjoyed a 30-year multi-disciplinary career with Texaco Inc., culminating in his election as chairman and chief executive officer. Mr. Tilton is also a director of Phillips 66. Mr. Tilton also served on the board of directors of Lincoln National Corporation from 2002 to 2007, of TXU Corporation from 2005 to 2007, of Corning Incorporated from 2010 to 2012, of United Continental Holdings, Inc. from 2010 to 2012, and of Abbott Laboratories from 2007 to 2023.

Key Contributions to the Board:

·    As chairman of the Midwest for JPMorgan Chase & Co. and having previously served as non-executive chairman of the board of United Continental Holdings, Inc., and chairman, president, and chief executive officer of UAL Corporation and United Air Lines, vice chairman of Chevron Texaco and as interim chairman of Dynegy, Inc., Mr. Tilton acquired strong management experience overseeing complex multinational businesses operating in highly regulated industries, as well as expertise in finance and capital markets matters. He also acquired deep knowledge of governance, environmental, and other ESG matters.

·    His experience as non-executive chairman of the board of United Continental Holdings, Inc. also enhances his contributions as AbbVie’s lead independent director, including his ability to effectively lead core board processes such as self-evaluations, succession planning, and executive sessions.

Class I—Directors whose terms expire in 2025

Graphic

William H.L. Burnside

Director Since: 2013

Age: 72

Committees: Audit and Nominations & Governance

Primary Occupation: Retired Senior Vice President and Director at The Boston Consulting Group

Business Experience:

Mr. Burnside is a retired senior vice president and director at The Boston Consulting Group (BCG). Prior to becoming managing partner of BCG’s Los Angeles office in 1987, he worked in BCG’s London and Chicago offices, servicing clients in telecommunications, media, defense, financial services, and manufacturing. He most recently served as an advisor for BCG from 2011 to 2023.

Key Contributions to the Board:

    Through his experience with The Boston Consulting Group, Mr. Burnside contributes knowledge and understanding of corporate finance and capital markets matters to the board, as well as global and domestic strategic advisory experience across a broad base of industries. He provides an informed perspective to the board on financial forecasting and planning, mergers and acquisitions, human capital management, marketing, and risk planning.

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INFORMATION CONCERNING DIRECTOR NOMINEES

2016

50

Executive Vice President and Chief Administrative Officer, United Airlines Holdings, Inc.

Graphic

Thomas C. Freyman

Director Since: 2020

Age: 69

Committees: Audit and Compensation

Primary Occupation: Retired Executive Vice President, Finance and Administration,

Abbott Laboratories

Business Experience:

Mr. Freyman served as a director at Allergan from 2018 to 2020, when AbbVie acquired Allergan plc. Mr. Freyman previously served as executive vice president, finance and administration at Abbott Laboratories from 2015 until his retirement in 2017. He previously served at Abbott as chief financial officer and executive vice president, finance and was first appointed chief financial officer and senior vice president, finance in 2001. Mr. Freyman previously served as a director of Tenneco Inc. from 2013 to 2022 and Hanger, Inc. from 2017 to 2022.

Key Contributions to the Board:

·    Mr. Freyman’s extensive experience as a leader in the health care industry, knowledge of the Allergan businesses, and expertise in complex accounting and financial issues provides the board with significant global industry experience, continuity in oversight of the Allergan businesses, and finance and risk expertise, including related to financial planning. As a result of his previous role as a director at Tenneco Inc., a global automotive products manufacturer, Mr. Freyman also has extensive manufacturing and environmental, health, and safety oversight experience.

Graphic

Brett J. Hart

Director Since: 2016

Age: 54

Committees: Nominations & Governance and Public Policy and Sustainability

Primary Occupation: President, United Airlines Holdings, Inc.

Business Experience:

Mr. Hart is the president of United Airlines Holdings, Inc. (UAL) and United Airlines, Inc. He served as executive vice president and chief administrative officer between March 2019 and May 2020, executive vice president, chief administrative officer and general counsel between May 2017 and March 2019, and as executive vice president and general counsel between February 2012 and May 2017. Mr. Hart also served as acting chief executive officer of UAL and United Airlines, Inc. from October 2015 to March 2016. From December 2010 to February 2012, he served as senior vice president, general counsel and secretary of UAL, United and Continental. From June 2009 to December 2010, Mr. Hart served as executive vice president, general counsel and corporate secretary at Sara Lee Corporation.

Key Contributions to the Board:

·    In his role leading United Airlines Holdings, Inc.’s operations, including safety, government affairs, regulatory, legal, and environmental sustainability teams, among other functions, Mr. Hart has a broad set of skills critical to oversight of a complex international business in a highly regulated industry like AbbVie. These skills include operational and strategic acumen with expertise in risk management, ESG, climate change, legal strategic matters, government and regulatory affairs, corporate governance, and compliance.

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INFORMATION CONCERNING DIRECTOR NOMINEES

Graphic

Edward J. Rapp

Director Since: 2013

Age: 66

Committees: Audit and Nominations & Governance

Primary Occupation: Retired Group President for Resource Industries of Caterpillar Inc.

Business Experience:

Mr. Rapp served as the Caterpillar Inc. group president for resource industries from 2014 until his retirement in mid-2016. He previously served at Caterpillar as group president based in Singapore in 2013 and 2014 and as the chief financial officer from 2010 to 2013, and he was named a group president in 2007. He also serves as a director of Xos, Inc. He is currently a member of the University of Missouri College of Business Advisory Board. Mr. Rapp previously served as a director of FM Global.

Key Contributions to the Board:

·    As a result of his tenure as group president and chief financial officer at Caterpillar Inc., Mr. Rapp has acquired management, operational, and financial expertise with extensive global experience and provides the board with an informed perspective on financial and operational matters faced by a complex international company.

·    Mr. Rapp brings experience with business operations in numerous geographies, including Asia, Africa, and Europe, which provides a strong international perspective for AbbVie’s business across over 175 countries. As a result of his role on the board of Xos, Inc., a manufacturer of zero-emission commercial vehicles, Mr. Rapp has gained substantial experience in climate change and emissions oversight.

Class II—Directors whose terms expire in 2026

2013

72

: Nominations & Governance and Public Policy and Sustainability

Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine

Graphic

Robert J. Alpern, M.D.

Director Since: 2013

Age: 73

Committees: Nominations & Governance and Public Policy and Sustainability

Primary Occupation: Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine

Business Experience:

Dr. Alpern is Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular and Molecular Physiology at Yale School of Medicine. Dr. Alpern served as the Dean of Yale School of Medicine and Ensign Professor of Medicine and Professor of Internal Medicine at Yale School of Medicine from June 2004 to January 2020. From July 1998 to May 2004, Dr. Alpern was the Dean of The University of Texas Southwestern Medical Center. Dr. Alpern served on the board of Yale-New Haven Hospital from October 2005 to January 2020. Dr. Alpern also serves as a director of Abbott Laboratories. Dr. Alpern previously served as a director of Tricida, Inc. from 2013 to 2023.

Key Contributions to the Board:

·    Through his position as Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, as well as his previous service as Dean of Yale School of Medicine, Dean of The University of Texas Southwestern Medical Center, and on the board of Yale-New Haven Hospital, Dr. Alpern contributes valuable insights to the board through his medical and scientific expertise and his knowledge of the health care environment and the scientific nature of AbbVie’s key research and development initiatives.

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INFORMATION CONCERNING DIRECTOR NOMINEES

2013

72

: Nominations & Governance and Public Policy and Sustainability

Ensign Professor of Medicine and Physiology, Professor of Internal Medicine and Cellular and Molecular Physiology, and Former Dean of Yale School of Medicine

Graphic

Jennifer L. Davis

Director Since: 2023

Age: 52

Committees: Nominations & Governance

Primary Occupation: Chief Executive Officer, Health Care, Procter & Gamble

Business Experience:

Ms. Davis currently serves as chief executive officer, health care at Procter & Gamble (P&G), a position she has held since 2022. Ms. Davis previously served at P&G as president, feminine care (2019 - 2022), president, global feminine care (2018 - 2019), and vice president - feminine care, North America and brand franchise leader, Tampax (2016 - 2018), in addition to various commercial roles with increasing responsibility in her 30+ year career at P&G.

Key Contributions to the Board:

·    As a result of her extensive tenure at P&G, Ms. Davis brings to the board marketing and other commercial strategy and execution experience, as well as corporate strategy and leadership, consumer behavior, and business development expertise. She also has substantial experience overseeing P&G’s health care research and development, manufacturing, quality, and supply, and regulatory compliance.

2017

65

: Audit and Public Policy and Sustainability

Retired President, Chevron Asia Pacific Exploration and Production

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Melody B. Meyer

Director Since: 2017

Age: 66

Committees: Audit and Public Policy and Sustainability

Primary Occupation: Retired President, Chevron Asia Pacific Exploration and Production

Business Experience:

Ms. Meyer served as president of Chevron Asia Pacific Exploration and Production Company from March 2011 to April 2016. She previously served as president of Chevron Energy Technology Company from 2008 to 2011. Ms. Meyer held various leadership roles in global and U.S. locations during her thirty-seven year career at Chevron and retired in 2016. Ms. Meyer is president of Melody Meyer Energy, LLC, a private consulting firm, a position she has held since June 2016. Ms. Meyer is also a director at bp p.I.c.. Ms. Meyer previously served as a director of NOV, Inc. from 2017 to 2023.

Key Contributions to the Board:

·    As a result of her tenure at Chevron, Ms. Meyer has acquired operational, management, strategic planning, and financial expertise with extensive global experience and provides an informed perspective to the board on financial and operational matters faced by a complex international company. She also brings substantial experience related to long-term capital projects and environmental, health, safety, and sustainability matters. Her experience spans multiple jurisdictions, including developing markets in Asia and Africa. Ms. Meyer has long been active in promoting the advancement of women in energy and provides the board with strong human capital management oversight experience.

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INFORMATION CONCERNING DIRECTOR NOMINEES

70

2013

69

: Audit and Compensation

Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company

Graphic

Frederick H. Waddell

Director Since: 2013

Age: 70

Committees: Audit and Compensation

Primary Occupation: Former Chairman of the Board and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company

Business Experience:

Mr. Waddell served as chairman of the board of Northern Trust Corporation and The Northern Trust Company from November 2009 until his retirement in January 2019. He previously served as chief executive officer from 2008 through 2017, as president from 2006 to 2011 and again from October to December 2016, and chief operating officer from 2006 to 2008. Mr. Waddell is also a director of International Business Machines Corporation.

Key Contributions to the Board:

·    As former chairman and chief executive officer of Northern Trust Corporation and The Northern Trust Company, Mr. Waddell contributes broad financial services experience with a strong record of leadership in a highly regulated industry. Having begun his role as CEO at Northern Trust during the 2008 recession, Mr. Waddell has substantial experience overseeing a company’s strategic priorities during changing economic conditions. Through his role as a director at IBM since 2017, Mr. Waddell has garnered significant information technology and security experience.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The board of directors held eight meetings in 2023. The average attendance of all directors at board and committee meetings in 2023 was 96.3% percent, and each director attended at least 75% of the total number of board meetings and meetings of the committees of which they served. AbbVie encourages its board members to attend the annual stockholder meeting. All of AbbVie’s directors at the time attended the 2023 annual stockholder meeting.

The board has determined that each of the following individuals is independent in accordance with the New York Stock Exchange (NYSE) listing standards: Dr. Alpern, Ms. Austin, Mr. Burnside, Ms. Davis, Mr. Freyman, Mr. Hart, Ms. Meyer, Dr. Quaggin, Mr. Rapp, Ms. Roberts, Mr. Tilton, and Mr. Waddell. To determine independence, the board applied the AbbVie Inc. director independence guidelines. The board also considered whether a director has any other material relationships with AbbVie or its subsidiaries and concluded that none of these directors had a relationship that impaired the director’s independence. This included consideration of the fact that some of the directors are officers or serve on boards of companies or entities to which AbbVie sold products or made contributions or from which AbbVie purchased products and services during the year. This also included consideration of the fact that one director serves on the board of Abbott Laboratories (Abbott), AbbVie’s former parent. In making its determination, the board relied on both information provided by the directors and information developed internally by AbbVie.

AbbVie directors have backgrounds that when combined provide a portfolio of experience and knowledge that serve AbbVie’s governance and strategic needs. Director nominees are considered based on a range of criteria including broad-based business knowledge and relationships, prominence and excellent reputations in their primary fields of endeavor, as well as a global business perspective and commitment to good corporate citizenship, diversity, and ability to commit sufficient time and attention to the activities of the board. They must have demonstrated experience and ability that is relevant to the board’s oversight role with respect to AbbVie’s business and affairs. They must also be able and willing to represent the stockholders’ economic interests and satisfy their fiduciary duties to stockholders without conflicts of interest. For more details on director qualifications, please see Exhibit A to AbbVie’s Governance Guidelines.

Each year, the board and its committees conduct detailed self-evaluations covering topics such as board and committee leadership structure, composition and effectiveness, quality of board and committee materials and discussions, priority agenda items, schedule sufficiency, and board processes. To ensure candid feedback, the evaluations are anonymous. The full board, led by the lead independent director, discusses the evaluation reports to determine what, if any, actions or improvements should be undertaken in the near-term and long-term. The board, committee, and CEO evaluations are discussed in executive session to allow for additional candid discussion. Committee chairs are elected annually.

Each director’s biography includes the particular experience and qualifications that led the board to conclude that the director should serve on the board and how their qualifications add to the mix of skills on the board. The directors’ biographies are in the section of this proxy statement captioned “Information Concerning Director Nominees.”

The following table highlights our directors’ skills and experience. The skills identified below are considered by the nominations and governance committee to be the most relevant to the board’s oversight role with respect to AbbVie’s business and affairs and to drive our culture of innovation and responsibility. The specific importance of each skill also is noted.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Such skills include, among others:

Health Care Industry

Relevant to an industry understanding and review of our business and strategy for continued innovation.

Leadership

For a board that can successfully advise and oversee the company’s business performance and represent stockholders’ interests.

Global Business and Strategy

For oversight of a complex global organization like AbbVie to successfully advise and oversee the strategic development and direction of the company.

Science/Research & Development

For an understanding of AbbVie’s scientific and research and development initiatives.

Corporate Governance and Public Company Board

Ensuring directors have the background and knowledge to perform oversight and governance roles.

Finance or Accounting

Enabling our directors to analyze our financial statements, oversee our capital structure, and consider financial transactions.

Government Relations and Regulatory

For an understanding of the complex regulatory and governmental environment in which our business operates.

Marketing/Sales

Experience in commercialization, marketing, and brand development, including through digital channels.

 ALPERN 

 AUSTIN 

 BURNSIDE 

 DAVIS

 FREYMAN 

 GONZALEZ 

 HART 

 MEYER 

 QUAGGIN 

 RAPP 

 ROBERTS 

 TILTON 

 WADDELL

Health Care
Industry

Leadership

Global Business
& Strategy

Science/ Research & Development

Corporate Governance & Public Company Board

Finance or Accounting

Government Relations & Regulatory

Marketing/ Sales

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Management and Independent Director Succession

Management succession planning has long been a key responsibility and area of focus for the board. The full board regularly reviews both short- and long-term succession plans for the Chief Executive Officer (CEO) and other executive officers. This review, for which the lead independent director takes a leadership role, includes a discussion of the skillset needed for these executive roles, the timeline for any potential executive transitions, the leadership pipeline and their development plans, and the diversity of the leadership pipeline. Directors regularly interact with succession candidates.

As announced on February 20, 2024, the board unanimously selected Robert A. Michael to succeed Mr. Gonzalez as the company’s CEO. Mr. Gonzalez, who has served as CEO since the company’s formation in 2013, will retire from the role of CEO and become Executive Chairman of the Board of Directors, effective July 1, 2024. The Board also appointed Mr. Michael as a member of the Board of Directors as a Class II director, effective July 1, 2024.

This succession event was the result of robust planning and discussion by the full board. As part of these discussions, the board also assessed its current and future leadership structure. The board believes that having Mr. Gonzalez serve as Executive Chairman during this leadership transition will facilitate a smooth transition for the company. Mr. Gonzalez’s role as CEO since the company’s inception provides valuable insight into the company during this transition. Numerous other factors support the board’s decision to ask Mr. Gonzalez to serve as Executive Chairman, such as:

The performance of the company under Mr. Gonzalez’s leadership. As discussed elsewhere in this proxy statement, under the leadership of Mr. Gonzalez, AbbVie has established an outstanding track record of performance.
The performance and evaluation of Mr. Gonzalez in his roles as CEO and Chair, including stockholder votes in favor of Mr. Gonzalez’s re-election. When he was most recently up for re-election, Mr. Gonzalez received nearly 94% of votes in favor.

AbbVie will continue to utilize a lead independent director following the CEO succession event.

   facilitates communication with the board and presides over regularly conducted executive sessions of the independent directors or sessions where the chair of the board is not present

   reviews and approves matters, such as schedule sufficiency, and, where appropriate, information provided to other board members

   serves as the liaison between the chair of the board and the independent directors

   has the authority to call meetings of the independent directors

   leads the board’s evaluation of the CEO

   leads the annual board and committee evaluation process, including discussing evaluations with each director individually

   encourages effective director participation by fostering an environment of open dialogue and constructive feedback among independent directors

   involved in selection and interviewing of new board members

   if requested by major stockholders, ensures that he or she is available for consultation and direct communication as needed

   if required, represents independent board members externally, including in communications with stockholders and other stakeholders

   performs such other duties as the board may determine from time to time

Our Lead Independent Director has robust and well-defined responsibilities that provide our board with significant leadership and oversight:

   leads the CEO succession planning process

   facilitates communication with the board and presides over regularly conducted executive sessions of the independent directors or sessions where the chair of the board is not present

   reviews and approves matters, such as schedule sufficiency, and, where appropriate, information provided to other board members

   serves as the liaison between the chair of the board and the independent directors

   has the authority to call meetings of the independent directors

   leads the board’s evaluation of the CEO

   leads the annual board and committee evaluation process, including discussing evaluations with each director individually

   reviews and guides agenda items for board meetings

   encourages effective director participation by fostering an environment of open dialogue and constructive feedback among independent directors

   involved in selection and interviewing of new board members

   if requested by major stockholders, ensures that they are available for consultation and direct communication as needed

   if required, represents independent board members externally, including in communications with stockholders and other stakeholders

   performs such other duties as the board may determine from time to time

All directors are encouraged to, and in fact do, consult with the chair on each of the above topics, as well. The lead director, and each of the other directors, communicates regularly with the chair of the board and CEO regarding appropriate agenda topics and other board related matters. All directors, including the lead independent director, are tasked with ensuring the board appropriately exercises its risk management

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

responsibilities and facilitate further discussion of risk matters in executive session as they deem necessary. The lead independent director is chosen annually by and from the independent members of the board of directors.

The board also regularly reviews its own succession planning, including for committee chairs and the lead independent director. As part of this process, the board has elected Roxanne Austin to serve as AbbVie’s next lead independent director, effective July 1, 2024. Ms. Austin has held leadership positions on AbbVie’s board since 2013 and her substantial executive and publicly traded board experience enhances her ability to exercise effective independent leadership of the board.

Glenn Tilton has served as AbbVie’s lead independent director since 2013. Mr. Tilton’s extensive leadership skills as a non-executive chair, as well as former CEO and chair at large, publicly traded companies, and the depth of his current and past experience as a director at other publicly traded companies ensure that he is able to exercise effective independent leadership over AbbVie’s board, including in relationship to risk oversight. In October 2023, the board approved an extension of Mr. Tilton’s service as a director, until December 2025, as permitted under AbbVie’s Governance Guidelines, which state that “a nonmanagement director shall retire as a director on the day of the annual shareholders’ meeting following his or her 75th birthday; provided, however, that the full board may make exceptions from time to time due to special circumstances.” Mr. Tilton’s continued service on the board will provide valuable leadership and continuity during AbbVie’s CEO transition.

Board Oversight Responsibilities

The board has risk oversight responsibility for AbbVie and administers this responsibility both directly and with assistance from its committees. The board reviews enterprise risks and discusses them with our senior management on a regular basis. These risks include those the company faces over various time horizons. Among the risks are those that are specific to AbbVie’s business and circumstances (e.g., pipeline advancement and significant product loss of exclusivity), those that are specific to AbbVie’s industry (e.g., manufacturing and regulatory compliance and health care industry dynamics such as pricing and patient access), and those faced by large, complex, multinational companies generally (e.g., tax policy). Specific relevant risk topics are reviewed and escalated to the board or relevant committee at nearly all board meetings throughout the year.  The charters of the committees provide a framework for the types of risks to be reviewed at each committee and reported on to the full board. The focus of the board’s oversight varies based on the type and timing of the risk being discussed. For example, for a long-term risk, the board focuses on advance planning to mitigate the risk over time.

AbbVie has a comprehensive enterprise risk management (ERM) program with risk management embedded within the operations of the company, clear accountability at the senior leadership level, and oversight by the board. The audit committee oversees ERM. Through risk owners and the internal disclosure committee, there is a routine assessment of material risks to the company. Updates, if any, are provided to the board or its committees together with updated public disclosures, when relevant. In light of the regular assessment of risk, the board or risk owner may consult with outside advisors to evaluate the risk landscape and anticipate trends. As the company grows, relevant risk management topics may be added, such as following a large acquisition.

Acting with integrity is one of the foundational AbbVie Principles, and overseeing the company’s compliance program is a key activity for the board. AbbVie’s Chief Ethics and Compliance Officer, who reports to the Executive Vice President, General Counsel and Secretary, regularly presents to the board and committees on compliance matters.

The board oversees AbbVie’s culture, employee engagement, and overall management of human capital. This oversight ensures that AbbVie is attracting, developing, and retaining best in class employees dedicated to making a remarkable impact on patients’ lives around the world. Examples of this oversight include (1) reviewing results of the biennial all employee survey, which assesses topics like employee engagement, inclusion, agility in processes, ethical decision making, and other issues critical to the company’s culture, (2) oversight of the company’s equity, equality, diversity, and inclusion strategy, (3) oversight of employee health and safety data and priorities, (4) reviewing the company’s commitment to pay equity and results from the equity analysis to ensure this commitment is met, and (5) oversight of the company’s ESG strategy, including the human capital management components. The board also interacts with employees at various levels of seniority, not solely on the executive leadership team, which facilitates a better understanding of the company’s culture.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

The board is actively involved in reviewing AbbVie’s privacy, cybersecurity, and other information technology risks and opportunities and discusses these topics on a regular basis. The board and its committees also regularly review other environmental, social, and governance (ESG) topics, including across all of AbbVie’s material ESG drivers. For more details about committee responsibilities and oversight, please see the committee discussion on pages 25-27.

Board Diversity

AbbVie is committed to diversity in its workforce and on its board of directors. AbbVie serves patients in over 175 countries and across many different diseases. A diverse workforce and a diverse board are critical to bringing innovative new medicines to patients and to meeting their unique needs. In particular, diverse perspectives strengthen the oversight of AbbVie’s business.

38%
female board
members

15%
ethnically or
racially diverse
board members

Diversity, including diversity of race, ethnicity, gender, age, and geography is an integral factor in identifying prospective directors. In the process of identifying nominees to serve as a member of the board of directors, the nominations and governance committee considers the existing board’s diversity and assesses the effectiveness of the recruitment process in achieving a diverse board. Periodically, the board engages a third-party search firm to aid in its recruitment and refreshment activities.

More details about our workforce diversity efforts are available in the ‘‘Our ESG Highlights’’ section of this proxy statement.

Committees of the Board of Directors

Audit Committee

Members

Key Characteristics and Responsibilities

Meetings in 2023: 6

T. Freyman

(Chair)

W. Burnside

M. Meyer

E. Rapp

G. Tilton

F. Waddell

   The audit committee is governed by a written charter. The charter sets forth the purposes of the audit committee, identifies qualifications required for the audit committee members, and describes the committee’s authority and responsibilities.

   The audit committee assists the board of directors in fulfilling its oversight responsibility with respect to AbbVie’s accounting and financial reporting practices and the audit process, the quality and integrity of AbbVie’s financial statements, including a review of significant accounting policies, the independent auditors’ qualifications, independence, and performance, the performance of AbbVie’s internal audit function and internal auditors, certain areas of legal and regulatory compliance, and enterprise risk management. The audit committee is directly responsible for the appointment, fees, retention, and oversight of the work of AbbVie’s independent auditors.

   The audit committee also reviews information security and technology risks, including cybersecurity.

   Each of the members of the audit committee is financially literate, as required of audit committee members by the NYSE, and the independence requirements set forth in Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’).

   The board of directors has determined that Mr. Freyman, Mr. Rapp, Mr. Tilton, and Mr. Waddell are each individually, an ‘‘audit committee financial expert.’’

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Compensation Committee

Members

Key Characteristics and Responsibilities

Meetings in 2023: 3

R. Austin

(Chair)

T. Freyman

G. Tilton

F. Waddell

   The compensation committee is governed by a written charter. The charter sets forth the purposes of the compensation committee, identifies qualifications required for the compensation committee members, and describes the committee’s authority and responsibilities.

   This committee assists the board of directors in carrying out the board’s responsibilities relating to the compensation of AbbVie’s executive officers and directors. The compensation committee annually reviews the compensation paid to the directors and gives its recommendations to the full board regarding both the amount of director compensation that should be paid and the allocation of that compensation between equity-based awards and cash.

   In recommending director compensation, the compensation committee takes into account director fees paid by companies in AbbVie’s Health Care Peer Group and reviews any arrangement that could be viewed as indirect director compensation. The processes and procedures used for the consideration and determination of executive compensation are described in the ‘‘Compensation Discussion and Analysis’’ section of this proxy statement.

   The committee also reviews, approves, and administers the incentive compensation plans in which the AbbVie executive officers participate and all of AbbVie’s equity-based plans. It may delegate the responsibility to administer and make grants under these plans to management, except to the extent that such delegation would be inconsistent with applicable law or regulations or with the listing rules of the New York Stock Exchange.

   The compensation committee has the sole authority, under its charter, to select, retain and/or terminate independent advisors who may assist the committee in carrying out its responsibilities.

   The compensation committee reviews and discusses with management and its independent compensation consultant potential risks associated with AbbVie’s compensation policies and practices as discussed in the ‘‘Compensation Risk Assessment’’ section of this proxy statement. Each member of the committee qualifies as a ‘‘non-employee director’’ for purposes of Rule 16b-3 under the Exchange Act.

The compensation committee has engaged Semler Brossy as its independent compensation consultant. The independent compensation consultant provides counsel and advice to the committee on executive and non-employee director compensation matters. Semler Brossy, and its principal, report directly to the chair of the committee. The principal meets regularly, and as needed, with the committee in executive sessions, and has direct access to the committee chair during and between meetings. In partnership with the consultant, the committee determines what variables it will consider, including: peer groups against which performance and pay should be examined, metrics to be used in incentive plans to assess AbbVie’s performance, competitive short- and long-term incentive practices in the marketplace, and compensation levels relative to market benchmarks. The committee negotiates and approves all fees paid to Semler Brossy for these services. AbbVie did not engage Semler Brossy to perform any other services during 2023.

Based on an assessment of internally developed information and information provided by Semler Brossy, the committee has determined that its independent compensation consultant does not have a conflict of interest. A copy of the compensation committee report is included in the ‘‘Compensation Committee Report’’ section of this proxy statement.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Nominations and Governance Committee

Members

Key Characteristics and Responsibilities

Meetings in 2023: 4

E. Rapp

(Chair)

R. Alpern

W. Burnside

J. Davis

B. Hart

R. Roberts

G. Tilton

   The nominations and governance committee is governed by a written charter. The charter sets forth the purposes of the nominations and governance committee, identifies qualifications required for the nominations and governance committee members, and describes the committee’s authority and responsibilities.

   This committee assists the board of directors in identifying individuals qualified to become board members and recommends to the board the nominees for election as directors at the next annual meeting of stockholders, recommends to the board the persons to be elected as executive officers of AbbVie, recommends to the board the corporate governance guidelines applicable to AbbVie, oversees the evaluation of the board and management, and serves in an advisory capacity to the board and the chairman of the board on matters of organization, management succession plans, major changes in the organizational structure of AbbVie, and the conduct of board activities.

   The process used by this committee to identify a nominee to serve as a member of the board of directors depends on the qualities being sought, as described on page 21.

   From time to time, AbbVie engages an executive search firm to assist the committee in identifying individuals qualified to be board members.

Public Policy and Sustainability Committee

Members

Key Characteristics and Responsibilities

Meetings in 2023: 4

B. Hart

(Chair)

R. Alpern

M. Meyer

S. Quaggin

R. Roberts

G. Tilton

   The public policy and sustainability committee is governed by a written charter. The charter sets forth the purposes of the public policy and sustainability committee, identifies qualifications required for the public policy and sustainability committee members, and describes the committee’s authority and responsibilities.

   This committee assists the board of directors in fulfilling its oversight responsibility with respect to AbbVie’s public policy, certain areas of legal and regulatory compliance, governmental affairs, health care compliance, social responsibility, and sustainability and environmental matters that affect or could affect AbbVie.

   Other topics within the committee’s purview include but are not limited to ethics and compliance matters, government and regulatory trends relevant to AbbVie’s business, political contributions, and corporate philanthropy.

Executive Committee

The executive committee members are Mr. Gonzalez, chair, Ms. Austin, Mr. Freyman, Mr. Hart, Mr. Rapp, and Mr. Tilton. This committee may exercise all of the authority of the board in the management of AbbVie, except for matters expressly reserved by law for board action.

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COMMUNICATING WITH THE BOARD OF DIRECTORS

Stockholders and other interested parties may communicate with the board of directors by writing a letter to the chairman of the board, to the lead director, or to the independent directors c/o AbbVie Inc., 1 North Waukegan Road, AP34, North Chicago, Illinois 60064, Attention: corporate secretary. The corporate secretary regularly forwards to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to AbbVie’s business. In addition, directors regularly receive a log of all correspondence received by the company that is addressed to a member of the board and may request any correspondence on that log.

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DIRECTOR COMPENSATION

AbbVie employees are not compensated for serving on the board or board committees. AbbVie’s non-employee directors are compensated for their service under the AbbVie Non-Employee Directors’ Fee Plan and the AbbVie Amended and Restated 2013 Incentive Stock Program. As described in “Committees of the Board of Directors—Compensation Committee,” director compensation is reviewed annually by the compensation committee with the independent compensation consultant, including a review of director compensation against AbbVie’s Health Care Peer Group, and a recommendation is then provided to the full board.

The following table sets forth the non-employee directors’ 2023 compensation.

Change in

Pension Value

and

 

Nonqualified

 

Fees

Restricted

Deferred

 

Earned or

Stock Unit

Option

Compensation

All Other

 

Paid in Cash

Awards

Awards

Earnings

Compensation

Total

Name

    

($)(1)

    

($)(2)

    

($)(3)

    

($)(4)

    

($)(5)

    

($)

R. Alpern

120,000

214,977

0

101,198

25,000

461,175

R. Austin

145,000

214,977

0

0

28,417

388,394

W. Burnside

130,000

214,977

0

0

32,500

377,477

J. Davis

20,000

0

0

0

25,000

45,000

T. Freyman

150,000

214,977

0

0

25,000

389,977

B. Hart

145,000

214,977

0

0

25,000

384,977

M. Meyer

130,000

214,977

0

0

25,000

369,977

S. Quaggin

20,000

0

0

0

4,000

24,000

E. Rapp

155,000

214,977

0

0

25,000

394,977

R. Roberts

120,000

214,977

0

0

25,000

359,977

G. Tilton

180,000

214,977

0

0

26,602

421,579

F. Waddell

130,000

214,977

0

0

25,000

369,977

(1)Under the Non-Employee Directors’ Fee Plan as in effect during 2023, non-employee directors earned $120,000 per year for service as a director and $25,000 per year for service as a chair of a board committee, other than the chair of the audit committee. The chair of the audit committee received $30,000 per year for service as chair of that committee and the other members of the audit committee received $10,000 per year as a committee member. The lead director received $50,000 in 2023 for service in that role. The non-employee director and committee fees are earned monthly for each calendar month or portion thereof that the director holds the position, excluding the month in which the director is first elected to the position.

Fees earned under the AbbVie Non-Employee Directors’ Fee Plan are, at the director’s election, paid in cash, delivered in the form of vested non-qualified stock options (based on an independent appraisal of their fair value), deferred until retirement (as an unfunded AbbVie obligation), or paid currently into an individual grantor trust established by an eligible director. The distribution of deferred fees and amounts held in a director’s grantor trust generally commences at the later of when the director reaches age 65 or upon retirement from the board of directors. Fees deposited in a trust may be credited to a stock equivalent account that earns the same return as if the fees were invested in AbbVie stock or to a guaranteed interest account. If necessary, AbbVie contributes funds to a director’s trust so that as of year-end the stock equivalent account balance (net of taxes) is not less than seventy-five percent of the market value of the related AbbVie common stock at year end.

(2)The amounts in this column represent the aggregate grant date fair value of the restricted stock unit awards granted during 2023, determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. AbbVie determines the grant date fair value of the awards by multiplying the number of units granted by the average of the high and low market prices of one share of AbbVie common stock on the award grant date.

In addition to the fees described in footnote (1), each non-employee director elected to or serving on the board of directors on the day of the 2023 annual stockholder meeting received under the AbbVie Amended

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DIRECTOR COMPENSATION

and Restated 2013 Incentive Stock Program vested restricted stock units with a target grant date value of $215,000. In 2023, this equated to 1,450 restricted stock units (after rounding the award down to the nearest whole unit), with a reportable value of $214,977. The non-employee directors receive cash payments equal to the dividends paid on the shares covered by the units at the same rate as other stockholders, but do not otherwise have access to the restricted stock units during their board service. Upon termination or retirement from the board, death, or a change in control of the company, a non-employee director will receive one common share for each restricted stock unit outstanding under the Incentive Stock Program.

The following AbbVie restricted stock units were outstanding as of December 31, 2023: R. Alpern, 32,992; R. Austin, 24,433; W. Burnside, 24,433; J. Davis, 0; T. Freyman, 6,885; B. Hart, 16,947; M. Meyer, 13,973; S. Quaggin, 0; E. Rapp, 24,433; R. Roberts, 11,203; G. Tilton, 24,433; and F. Waddell, 24,433. These numbers include, where applicable, AbbVie restricted stock units issued with respect to Abbott Laboratories (Abbott) restricted stock units outstanding when AbbVie separated from Abbott on January 1, 2013.

(3)No AbbVie stock options were outstanding as of December 31, 2023.
(4)The totals in this column include reportable interest credited under the AbbVie Non-Employee Directors’ Fee Plan during 2023.
(5)Charitable contributions made by AbbVie’s non-employee directors are eligible for a matching contribution (up to $25,000 annually). For 2023 contributions, the AbbVie Foundation made charitable matching contributions on behalf of the following AbbVie directors: R. Alpern, $25,000; R. Austin, $25,000; W. Burnside, $32,500; J. Davis, $25,000; T. Freyman, $25,000; B. Hart, $25,000; M. Meyer, $25,000; S. Quaggin, $4,000; E. Rapp, $25,000; R. Roberts, $25,000; G. Tilton, $25,000; and F. Waddell, $25,000. AbbVie dispersed $32,500 in charitable matching for Mr. Burnside during 2023, however, $7,500 of this amount represents a match for a charitable contribution made by Mr. Burnside at the end of 2022. The total match for his 2023 charitable contributions was therefore $25,000. This column also includes reimbursement for certain taxes.

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SECURITIES OWNERSHIP

Securities Ownership of Executive Officers and Directors

The table below reflects the number of shares of AbbVie common stock beneficially owned as of January 31, 2024, by each director and director nominee, the chief executive officer, the chief financial officer, and the three other most highly paid executive officers (NEOs), and by all directors and executive officers of AbbVie as a group. It also reflects the number of stock equivalent units and restricted stock units held by non-employee directors under the AbbVie Non-Employee Directors’ Fee Plan.

Stock Options

Stock

Shares

Exercisable

Equivalent

Beneficially

within 60 days

Units

Name

    

Owned(1)(2)(3)(4)

    

of January 31, 2024

    

 

R. Gonzalez

523,294

958,807

0

R. Alpern

33,121

0

9,285

R. Austin

35,933

0

0

W. Burnside

24,433

0

0

J. Davis

0

0

0

T. Freyman

132,108

0

0

B. Hart

16,947

0

0

M. Meyer

13,973

0

0

S. Quaggin

0

0

64

E. Rapp

40,422

0

25,266

R. Roberts

11,203

0

0

G. Tilton

49,389

0

35,795

F. Waddell

26,433

0

0

R. Michael

98,645

303,007

0

S. Reents

809

108,431

0

A. Saleki-Gerhardt

196,044

762,398

0

J. Stewart

62,279

196,971

0

All directors and executive officers as a group

1,463,777

2,961,269

70,410

(1)The table includes shares held in the executive officers’ accounts in the AbbVie Savings Plan as follows: all executive officers as a group, 2,322. Each executive officer has shared voting power and sole investment power with respect to the shares held in their account.
(2)The table includes restricted stock units held by the non-employee directors. The directors’ units are payable in stock as described in footnote (2) to the Director Compensation table.
(3)The table includes shared voting and/or investment power over shares as follows: J. Stewart, 1,338; A. Saleki-Gerhardt, 6,195; T. Freyman, 7,882; G. Tilton, 350; and all directors and executive officers as a group, 26,153.
(4)The directors and named executive officers, individually, and the directors and executive officers, as a group, each own less than one percent of the outstanding shares of AbbVie.

Securities Ownership of Principal Stockholders

The table below reports the number of shares of AbbVie common stock beneficially owned as of December 31, 2023 by The Vanguard Group and BlackRock, Inc. (directly or through subsidiaries), respectively, the only persons known to AbbVie to own beneficially more than 5% of AbbVie’s outstanding common stock. It is based on information contained in Schedules 13G filed with the Securities and Exchange Commission by The Vanguard Group on February 13, 2024 and by BlackRock, Inc. on January 25, 2024. The Vanguard Group reported that it had sole voting power with respect to 0 shares, shared voting power with respect to 2,359,434 shares, sole dispositive power with respect to 152,454,429 shares and shared dispositive power with respect to

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SECURITIES OWNERSHIP

7,925,628 shares. BlackRock, Inc. reported that it had sole voting power with respect to 129,971,632 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 143,180,060 shares and shared dispositive power with respect to 0 shares.

Name and Address of Beneficial Owner

    

Shares Beneficially Owned

    

Percent of Class

The Vanguard Group

160,380,057

9.08

%

100 Vanguard Blvd.

Malvern, PA 19355

BlackRock, Inc.

143,180,060

8.1

%

50 Hudson Yards

New York, NY 10001

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes the pay philosophy established for AbbVie's named executive officers (NEOs), the design of our compensation programs, the process used to examine performance in the context of executive pay decisions, and the performance goals and results for each NEO:

o

RICHARD A. GONZALEZ

Chairman of the Board of Directors and Chief Executive Officer

ROBERT A. MICHAEL

President and Chief Operating Officer

SCOTT T. REENTS 

Executive Vice President, Chief Financial Officer

JEFFREY R. STEWART

Executive Vice President, Chief Commercial Officer

AZITA SALEKI-GERHARDT

Executive Vice President, Chief Operations Officer

Although we describe our programs in the context of the NEOs, it is important to note that our programs generally have broad eligibility and therefore in most cases apply to employee populations outside the NEO group as well.

The content of this section is organized according to the following.

EXECUTIVE SUMMARY

34

    

COMPENSATION PLAN ELEMENTS

42

Compensation Philosophy

34

Base Salary

42

Business Performance Highlights

35

Short-Term Incentives and 2023 Results

42

Stockholder Engagement

38

Long-Term Incentives and 2023 Results

47

Compensation Program Governance Summary

39

Benefits

48

Components of our Compensation Program

40

Employment Agreements

50

Change in Control Agreements

50

Excise Tax Gross-Ups

50

EXECUTIVE COMPENSATION PROCESS

41

OTHER MATTERS

50

Commitment to Performance-Based Awards

41

Stock Ownership Guidelines

50

Committee Process for Setting Total Compensation

41

Clawback Policy

50

Compensation Benchmarking

41

Anti-Hedging and Anti-Pledging Policies

51

Role of the Compensation Consultant

41

Compensation Risk Oversight

42

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EXECUTIVE COMPENSATION

Executive Summary

COMPENSATION PHILOSOPHY

We believe that a well-designed compensation program should:

1

Align executive interests with the drivers of stockholder returns and profitable growth

2

Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives

3

Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value

WHAT WE DO

WHAT WE DO NOT DO

We balance short- and long-term strategic objectives and directly link compensation to stockholder value.

We tie more than three-fourths of our NEO compensation to performance.

We are committed to pay equity and conduct pay equity analyses annually to ensure pay is equitable across genders and ethnicities among U.S. employees.

We have broad discretion to clawback incentive awards in the event of a material breach of the AbbVie Code of Business Conduct, as well as a robust mandatory clawback policy covering excess compensation in the event of a restatement.

We engage annually with a large portion of our stockholders to gather feedback on our policies and practices.

We have robust stock ownership guidelines and prohibit the selling of shares unless ownership guidelines have been met.

X

We do not have employment agreements with any of our NEOs.

X

We do not provide tax gross-ups on NEO compensation or excise tax gross-ups on severance or other payments in connection with a change in control.

X

NEOs are prohibited from entering or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold.

X

We do not include pay design features that may have the potential to encourage excessive risk-taking.

X

We do not pay dividends on unearned performance awards.

X

We do not have single trigger change in control equity vesting or other benefits.

From Expectation to Execution: U.S. Humira Loss of Exclusivity and Impact on 2023 Compensation Design

2023 was the first year in which our immunology therapy Humira was expected to face direct competition in the U.S. from biosimilar therapies due to the loss of exclusivity (LOE) of some of its patents, a phenomenon common within the pharmaceutical industry but rarely experienced at this magnitude. For context, Humira had net revenue of $18.6 billion in the U.S. in 2022, which represented approximately 32% of AbbVie’s revenue. Nine biosimilars entered the market in 2023 in direct competition with Humira, more than any other biologic on the market today.

Leading up to this period of LOE, management’s strategic focus was to develop and launch next-generation immunology therapies, as well as to build out our therapeutic pillars in oncology, neuroscience, eyecare, and aesthetics, in order to offset the impact of declining Humira revenue on the overall strength of AbbVie’s business.

For 2023, the compensation committee made changes to our compensation programs, in particular, our short-

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EXECUTIVE COMPENSATION

and long-term incentive programs, to reduce payouts due to the impact of U.S. Humira LOE. This included, for example, formulaic changes to reduce the cap on short-term incentives and exercising downward discretion to further reduce payouts. More detail on these changes is provided in the following sections, including on pages 42-48.

In assessing these program changes, and making final compensation decisions, the committee was cognizant that the U.S. Humira LOE resulted in reduced revenue in 2023 compared to 2022 (and further impacted related measures, such as net income and earnings per share). However, the committee also considered the company’s strong achievements against its 2023 targets along with its outstanding financial performance and long-term value creation. For example, platform revenue exceeded the company’s 2023 target by $1.2 billion and income before taxes exceeded target by $1.3 billion. More detail regarding 2023’s performance is below. The committee also weighed that without the thoughtful strategy and execution by Mr. Gonzalez and his senior executive team, it is highly likely the impact of U.S. Humira LOE on the financial results would have been more significant.

BUSINESS PERFORMANCE HIGHLIGHTS

Advanced our strategy through outstanding operational execution and investments in innovation during 2023

Total Net Revenues

  

  

Growth Platform Net Revenues

  

  

Operating Cash Flow

$54.3BN

$39.9BN

$22.8BN

 -6.4% compared to 2022*

+8.4% compared to 2022**

in 2023

Blockbuster Products

Adjusted R&D Investment

Development Pipeline

12

$7.8BN

~90

assets with 2023 net revenues > $1.0BN

increased $0.7BN compared to 2022***

 active clinical and device programs****

The measures set forth in this table were calculated as of 12/31/2023.

* Decline primarily due to the U.S. Humira loss of exclusivity in 2023.

** Growth Platform reflects total net revenues less Humira net revenues.

*** Reflects a non-GAAP measure and is adjusted for certain items, which are reconciled in Appendix B.

**** Compounds, devices or indications in development individually or under collaboration or license agreements.

Strong operational execution

Total net revenues of $54.3 billion, driven by strong performance from our Growth Platform and successful management of the U.S. Humira loss of exclusivity (LOE).
oKey asset performance drove Growth Platform net revenues of $39.9 billion, an increase of 8.4% compared to 2022.
oAbbVie had eight assets in its Growth Platform with double-digit sales growth in 2023, including Skyrizi, Rinvoq, and Vraylar.
oAbbVie retained strong parity access for U.S. Humira.
Reported diluted EPS of $2.72 on a GAAP basis and adjusted diluted EPS of $11.11. See Appendix B for the reconciliation.
Generated operating cash flow of $22.8 billion.

Advancing new medicines with an innovative R&D pipeline

Achieved regulatory approvals for several new products or major indications, including Rinvoq for the treatment of adult patients with moderately to severely active Crohn’s disease (CD) who have had an inadequate response or intolerance to one or more tumor necrosis factor blockers, Epkinly as the first

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bispecific antibody to treat adult patients with relapsed/refractory (r/r) diffuse large B-cell lymphoma (DLBCL) and Qulipta for the preventive treatment of chronic migraine in adults.
Submitted regulatory applications in key development programs, including Skyrizi for the treatment of adults with moderately to severely active ulcerative colitis (UC), Epkinly for adult patients with r/r follicular lymphoma (FL) previously treated with two or more prior therapies and Botox Cosmetic for the treatment of platysma prominence.
Generated positive data for key late-stage assets, including Phase 3 data for trenibotulinumtoxinE (BoNT/E) for the treatment of moderate to severe glabellar lines and Phase 2 data for telisotuzumab-vedotin (Teliso-V) for patients with c-Met protein overexpression, epidermal growth factor receptor (EGFR) wild type, advanced/metastatic nonsquamous non-small cell lung cancer (NSCLC).
Strengthened our pipeline and long-term growth outlook with the announced acquisition of ImmunoGen, Inc. and pending acquisition of Cerevel Therapeutics, which include a collection of on-market and pipeline assets in oncology and neuroscience. These transactions, and others, represent the company’s commitment to continuing to invest in research and development and business development during the U.S. Humira LOE.

Significant long-term value creation

Market Capitalization

Quarterly Dividend Increase

Total Stockholder Return

+$190BN

>285%

+343%

10-year increase, adding significant stockholder value

raised to $1.55 per share from $0.40 per share over the last decade

over the last decade

The measures set forth in this table were calculated as of 12/31/2023 versus 12/31/2013. The quarterly dividend increase is calculated on a declared basis.

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Total stockholder return (TSR)

AbbVie has a track record of robust total stockholder returns. Over the last decade, AbbVie’s TSR ranks in the top tier of its named peers and surpasses the cumulative total returns of the Standard & Poor’s 500 Index and the NYSE Arca Pharmaceutical Index, as shown in the tables below.

1-Year

3-Year

5-Year

10-Year

0%

+64%

+112%

+343%

AbbVie’s Relative TSR Performance

Versus Peer Group (Multi-Year)

Versus Select Indices (10-Year)

2023

Graphic

6th place out of 10

3 Years

2nd place out of 10

5 Years

2nd place out of 10

10 Years

2nd place out of 10

AbbVie’s peer group above includes: Amgen, Inc; Bristol-Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc; Johnson & Johnson; Merck & Company, Inc; Novartis AG; and Pfizer Inc. TSR measured as of 12/31/23.

TOTAL STOCKHOLDER RETURN (TSR)

Over the last decade, AbbVie has delivered a total stockholder return of 343%, which places AbbVie in the top tier of its Health Care Peers and surpasses the cumulative total returns of the Standard & Poor’s 500 Index and the NYSE Arca Pharmaceutical Index. The following graph covers the period from December 31, 2013 through December 31, 2023. This graph assumes $100 was invested in AbbVie common stock and each index on December 31, 2013 and also assumes the reinvestment of dividends. The stock price performance in the following graph is not necessarily indicative of future stock price performance.

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Comparison of Cumulative Total Stockholder Return – Last Ten Years

Graphic

STOCKHOLDER ENGAGEMENT

2023 Say on Pay Results

At our 2023 Annual Meeting, the say on pay proposal received support from 90.5% of our stockholders. The board and compensation committee are encouraged by the continued, consistent stockholder support for our executive compensation program.

90.5%
Say on Pay Results

AbbVie is committed to regular, ongoing engagement with stockholders to ensure that we continue to understand stockholder feedback about our compensation program and incorporate that feedback into the compensation decision-making process. To that end, in 2023 AbbVie reached out to stockholders representing over 40% of the company’s outstanding shares.

In these discussions, the aggregate feedback acknowledged the alignment of our executives’ pay with AbbVie’s performance and expressed support for our compensation program, consistent with the level of stockholder support for our say on pay proposals since inception. The feedback informs the compensation committee’s continuous assessment of the program design and ongoing discussions with stockholders, which contribute to the evolution of the programs.

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COMPENSATION PROGRAM GOVERNANCE SUMMARY

In addition to strong alignment of pay with the performance of the company and our NEOs, we maintain and are committed to good governance practices, including the following:

Good Governance Practices

Balanced Incentive Plan Design

Annual incentive plan includes financial, operational, and strategic metrics to assess performance
Annual incentive payout matrix used to define and cap the range for the committee’s determinations (at or below the plan maximum of 200% of target with a 2023 payout matrix cap of 190%)
Long-term incentive design emphasizing multiple, relative performance metrics and multi-year performance periods
No duplication of performance metrics in short- and long-term incentives

Pay Equity and Sustainability

Commitment to pay equity and annual pay equity analyses to ensure pay is equitable across genders and ethnicities among U.S. employees
Incorporation of ESG into the strategic/leadership goals within the annual incentive plan

Strong Governance Practices

Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the Code of Conduct
Anti-hedging and anti-pledging policies
Annual comprehensive compensation program risk review
Independent compensation consultant that performs no other work for the company

Pay for Performance and Stockholder Alignment

Short- and long-term incentive programs closely align with performance
Majority of NEO compensation tied to long-term performance
Proactive stockholder engagement process

Robust Stock Ownership Requirements

6x salary for CEO and 3x salary for NEOs
5x annual fees for non-employee directors
NEOs must hold and not sell equity until the minimum stock ownership requirement is satisfied

Responsible Pay Practices

No single trigger vesting of equity or other benefits in the event of a change in control
No repricing of stock options without express stockholder approval
No tax gross-ups in executive compensation program
No employment contracts
No guaranteed short-term incentives or equity awards
No dividends paid on unearned performance awards

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Components of our Executive Compensation Program

The compensation committee of the board oversees our executive compensation program, which includes several compensation elements that have each been tailored to incentivize and reward specific aspects of company performance the board believes are central to delivering long-term stockholder value. Key components of our annual compensation program are listed below.

Base Salary

Designed to be competitive with market and industry norms, and to reflect individual performance

Individual salaries are established relative to market median based on each NEO’s individual performance, skills, and experience, and internal equity, as well as the company’s annual operating budget

Short-Term
Incentives

Performance Incentive Plan (PIP)

Based on non-GAAP performance measures such as:

— Platform revenue

— Income before taxes

— Operating margin

— Return on assets

— Strategic and leadership goals

Long-Term
Incentives

80% Performance shares and performance-vested restricted stock units

20% Non-qualified stock options

Our Compensation
Philosophy

Align executive interests with the drivers of stockholder returns and profitable growth

Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives

Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value

The compensation committee is dedicated to ensuring that a substantial portion of executive compensation is “at-risk” and variable. Generally, more than three-fourths of our NEOs’ total direct compensation is variable and directly affected by both the company’s and the NEO’s performance, as indicated below.

Graphic

The committee believes the use of non-GAAP metrics to measure company performance for incentive plan purposes is appropriate. The use of certain non-GAAP metrics aligns NEOs to performance objectives that are commonly used to evaluate the performance of the company, provide accountability, and avoid inappropriate windfalls or penalties due to factors outside of their control. Importantly, both the goals and the financial performance are presented on a consistent non-GAAP basis.

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Executive Compensation Process

COMMITMENT TO PERFORMANCE-BASED AWARDS

As discussed above, the majority of AbbVie’s NEO pay is performance-based. Specific goals and targets are the foundation of our pay-for-performance process. Though quantitative metrics such as financial and operational results are a central part of our performance assessment, some goals such as leadership and progress against strategic and long-term objectives are difficult to measure using numeric or formulaic criteria. As such, the compensation committee also conducts a qualitative assessment of individual performance to ensure the overall assessment of performance and pay decisions are aligned with the company’s true performance over a period of time. A discussion of the decision-making criteria for each pay component follows.

COMMITTEE PROCESS FOR SETTING TOTAL COMPENSATION

Each February, the committee, with the assistance of its independent compensation consultant and AbbVie’s management team, determines pay levels for NEOs. The process starts with a consideration of compensation levels and the mix of compensation for comparable executives at companies in AbbVie’s Health Care Peer Group, which are listed below in the section captioned “Compensation Benchmarking.” After this benchmark review, the committee establishes NEO compensation—base salary adjustments, annual incentive awards, and long-term incentive awards—relative to the peer median in each instance. Awards can be differentiated from the peer compensation levels based on company performance, each NEO’s individual performance, leadership, and contributions to AbbVie’s business and strategic performance.

COMPENSATION BENCHMARKING

To provide the appropriate context for executive pay decisions, the committee, in consultation with its independent compensation consultant, assesses the compensation practices and pay levels of AbbVie’s Health Care Peer Group. The committee chooses to focus on the Health Care Peer Group because its constituents share important characteristics with AbbVie, particularly the global emphasis on research-based pharmaceuticals and biopharmaceutical therapies and the regulatory environment within which they operate. Members of the Health Care Peer Group are AbbVie’s primary competitors for executive talent and are companies the committee believes chiefly represent our competitive market:

Health Care Peer Group

Amgen, Inc.

Bristol-Myers Squibb Company

Eli Lilly and Company

Gilead Sciences, Inc.

GlaxoSmithKline plc

Johnson & Johnson

Merck & Company, Inc.

Novartis AG

Pfizer Inc.

ROLE OF THE COMPENSATION CONSULTANT

The compensation committee has engaged Semler Brossy as its independent compensation consultant. The committee’s independent consultant reports directly to the chair of the committee. The consultant meets regularly, and as needed, with the committee in executive sessions, has direct access to the chair during and between meetings, and performs no other services for AbbVie or its senior executives. In partnership with the consultant, the committee determines what variables it will consider, which include: peer groups against which performance and pay should be examined, metrics to be used to assess AbbVie’s performance, competitive incentive practices in the marketplace, and compensation levels relative to market benchmarks.

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COMPENSATION RISK OVERSIGHT

The company has established, and the compensation committee endorses, several controls to address and mitigate compensation-related risk, such as employing a diverse set of performance metrics, maintaining robust stock ownership guidelines for its executives and non-employee directors, and retaining broad discretion to recover incentive awards in the event of misconduct that would constitute a material breach of the AbbVie Code of Business Conduct. The company’s clawback policy also requires recoupment of excess compensation in the event earnings are subsequently restated. The committee, in collaboration with its independent compensation consultant, identified no material risks in AbbVie’s compensation programs in 2023.

When considering compensation-related risk, the committee is aware of certain risks associated with drug pricing decisions. The committee weighs these, as well as other risks material to the company, when designing AbbVie’s compensation programs. In addition, the committee, comprised entirely of independent directors, has discretion to adjust incentive payments, if needed, including to reflect decisions executives make that may impact AbbVie’s reputation and long-term sustainability.

Compensation Plan Elements

As referenced on page 40, three primary components make up AbbVie’s executive pay program: (1) base salary, (2) short-term incentives and (3) long-term incentives. The structure of each component is tailored to serve a specific function and purpose.

BASE SALARY

The compensation committee sets appropriate levels of base salary to ensure that AbbVie can attract and retain a leadership team that will continue to meet our commitments to customers and patients and sustain long-term profitable growth for our stockholders. Generally, the committee considers the median of the Health Care Peer Group as an initial benchmark, but also references additional information as needed. Specific pay rates are then established for each NEO relative to their market benchmark based on the NEO’s performance, experience, unique skills, internal equity with others at AbbVie, and the company’s operating budget.

SHORT-TERM INCENTIVES AND 2023 RESULTS

This section describes the structure of our short-term incentive program for NEOs and provides further details about the ways the committee’s pay decisions in 2023 reflected the impact of U.S. Humira LOE, both in terms of the headwinds it created for our growth objectives as well as our significant efforts to minimize its effect, as evidenced by our strong execution again