Azita Saleki-Gerhardt
Executive Vice President, Chief Operations Officer at ABBV
Executive
About Azita Saleki-Gerhardt
Executive Vice President and Chief Operations Officer (COO) of AbbVie; holds a Ph.D. (as cited in company releases). AbbVie delivered $56.3B total net revenues in 2024 (+4.6% operational growth), $47.3B Growth Platform revenues (+18.6%), and $18.8B operating cash flow; 10-year TSR of +311% ranks top-tier vs peers, reflecting the performance context underlying NEO pay programs in which she participates . As COO, she oversees global operations including ongoing U.S. manufacturing expansions, highlighted by new API and biologics capacity initiatives announced in 2025 .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $866,413 | $941,005 | $1,021,923 |
| Target Bonus (% of Salary) | — | — | 120% |
| Target Bonus ($) | — | — | $1,236,000 |
| Actual Annual Incentive Paid ($) | $1,439,255 | $1,850,000 | $2,100,000 |
Notes:
- 2024 company PIP was capped at 190% of target; actual platform revenue 106% of target and income before taxes 105% drove the cap .
Performance Compensation
- 2024 PIP weighting for Azita (role-aligned):
- Financial goals: Platform Revenue 20%; Income before Taxes/Return on Assets 10% .
- Strategic/Leadership goals: R&D/Innovation 10%; ESG 10%; Other 50% .
- 2024 company PIP results:
- Platform Revenue: Target $44.7B vs Actual $47.3B (106%) .
- Non-GAAP Income Before Taxes: Target $23.5B vs Actual $24.6B (105%) .
- Adjusted ROA: Target 20.7% vs Actual 22.2% (107%) .
- Non-GAAP Operating Margin: Target $25.3B vs Actual $26.2B (104%) .
- Payout matrix capped awards at 190% of target for 2024 .
| Category | Weighting | 2024 Target | 2024 Actual | Payout Mechanics |
|---|---|---|---|---|
| Platform Revenue (Financial) | 20% | $44.7B | $47.3B (106%) | PIP payout capped at 190% |
| Income Before Taxes / ROA (Financial) | 10% | $23.5B / 20.7% | $24.6B (105%) / 22.2% (107%) | PIP payout capped at 190% |
| R&D/Innovation (Strategic) | 10% | Qualitative | Achieved | Committee discretion within cap |
| ESG (Strategic) | 10% | Qualitative | Achieved (EEDI, emissions, community) | Committee discretion within cap |
| Other (Strategic/Leadership) | 50% | Role-specific | Achieved | Committee discretion within cap |
Long-Term Incentives (design and 2024 outcomes):
- 2024 LTI mix: 40% Performance Shares (EPS; 3-yr TSR modifier), 40% Performance-Vested RSUs (relative ROIC), 20% Non-Qualified Stock Options (10-yr term; 3-year ratable vest) .
- 2024 Performance Shares: Adjusted diluted EPS of $10.12 banked award at 200% of target; final payout subject to 2024–2026 relative TSR modifier (0% to +25%) .
- 2024 Performance-Vested RSUs (ROIC): 2024 relative ROIC at 92nd percentile, vesting one-third of 2024 award at 200% on 2/28/2025; prior 2022–2024 cycles also at 200% .
| 2024 LTI Grant (2/15/2024) | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Performance Shares (EPS; TSR-modified) | 3,979 | 10,611 | 26,527 | $2,014,604 |
| Performance-Vested RSUs (Relative ROIC) | 5,305 | 10,611 | 21,222 | $1,859,843 |
| Stock Options ($175.28 strike; 10-yr) | — | — | 29,313 | $924,239 |
Grant policy and vesting mechanics:
- Annual equity grants at February Compensation Committee meeting; 2024 grant price $175.28; options vest 1/3 per year over three years; minimum 12-month vesting across LTI .
Equity Ownership & Alignment
| Ownership/Equity Snapshot (as of 3/10/2025 unless noted) | Value |
|---|---|
| Shares Beneficially Owned | 183,766 |
| Stock Options Exercisable within 60 days | 323,654 |
| 2024 Option Exercises (Shares / Value Realized) | 52,870 / $6,071,501 |
| 2024 Stock Vested (Shares / Value Realized) | 54,095 / $9,628,910 |
| Non-Qualified Deferred Compensation – Aggregate Balance (12/31/2024) | $680,218 |
| Pension Present Value – Pension Plan (12/31/2024) | $1,460,732 |
| Pension Present Value – Supplemental Pension Plan (12/31/2024) | $12,928,106 |
Alignment policies and guidelines:
- Stock ownership guideline: 3x base salary; requirement met .
- Anti-hedging and anti-pledging policies: Directors and Section 16 officers (including NEOs) are prohibited from hedging and pledging AbbVie stock .
Vesting cadence and potential selling pressure signals:
- Options vest in three equal annual installments beginning from grant date (e.g., 2024 grant vests in 2025/2026/2027), creating periodic deliverables; PVRSU tranches vest annually subject to relative ROIC performance (2024 tranche vested 2/28/2025 at 200%) .
- 2024 realized option exercises and stock vesting totals shown above; company prohibits pledging and hedging, and requires guideline compliance before discretionary sales, moderating risk of misaligned selling .
Employment Terms
- No employment agreement; NEOs do not receive company severance or single-trigger equity vesting outside change-in-control context .
- Change-in-control agreements (double trigger; through 12/31/2027; renewable): cash lump sum limited to 2.99x salary+bonus; includes up to two years of benefits and three years of pension accrual value; excise-tax best-net cutback (no gross-ups). Good reason/cause definitions and equity treatment described; options generally remain exercisable for their term; awards accelerate if not assumed or upon qualifying termination within 6 months before to 2 years after CIC .
- Dr. Saleki-Gerhardt CIC illustrative values if CIC occurred on 12/31/2024 with qualifying termination: cash termination payments $7,982,782; additional Supplemental Pension Plan benefits $2,103,056; welfare and fringe benefits $74,310 .
- Clawback policy: mandatory recoupment of excess compensation upon restatement; broad discretion to claw back for material breaches of Code of Business Conduct .
Say-on-Pay and Compensation Governance
- 2024 Say-on-Pay approval: 91.8% support, reflecting investor alignment with the program .
- 2025 Say-on-Pay: Approved on an advisory basis (For 1,196,778,926; Against 78,389,723; Abstain 10,481,152) .
- Compensation benchmarking: peer group includes Amgen, Bristol-Myers Squibb, Eli Lilly, Gilead, GSK, Johnson & Johnson, Merck, Novartis, Pfizer; committee targets peer median subject to performance and role .
Performance & Track Record
- Operational execution backdrop: 2024 Growth Platform revenues $47.3B (+18.6%) within $56.3B total; double-digit growth across key assets; adjusted diluted EPS $10.12; OCF $18.8B .
- Manufacturing and capacity initiatives under COO remit: 2025 groundbreaking on a new U.S. API facility and $70M Worcester biologics/R&D expansion to bolster immunology, oncology and neuroscience capacity .
- Long-term value creation: 10-year TSR +311% with top-tier peer ranking, underpinning performance-based LTI emphasis .
Compensation Structure Analysis
- Cash vs equity mix: majority performance-based; 2024 stock awards ($3.874M) and options ($0.924M) constitute a substantial portion of total direct compensation ($9.916M) alongside AIP ($2.1M), consistent with AbbVie’s “>3/4 at risk” design .
- Shift to PSUs/RSUs and multi-metric design: 80% of LTI in performance shares and performance-vested RSUs, emphasizing EPS, relative TSR, and relative ROIC with multi-year horizons .
- Governance safeguards: no employment contracts; no excise-tax gross-ups; no single-trigger CIC vesting; robust clawback; anti-hedging/pledging; stock ownership requirements .
Equity Ownership & Alignment (Detail)
| Category | Detail |
|---|---|
| Ownership Guidelines | 3x salary; status: met |
| Hedging/Pledging | Prohibited for directors and Section 16 officers |
| Beneficial Ownership | 183,766 shares; 323,654 options exercisable within 60 days |
| 2024 Equity Realization | 52,870 options exercised ($6.07M); 54,095 shares vested ($9.63M) |
Investment Implications
- Alignment: High equity at-risk with performance conditions (EPS, relative TSR, relative ROIC) and meaningful ownership/anti-pledging guardrails support shareholder alignment and reduce misaligned liquidity actions .
- Execution incentives: PIP weighting skews heavily to strategic/leadership outcomes for the COO (70% total), with financial gates and an explicit payout cap—encouraging durable operational performance and risk control .
- Retention and CIC: No employment agreement, but double-trigger CIC protection (2.99x cap) and multi-year LTI vesting cadence aid retention without shareholder-unfriendly features like gross-ups or single-trigger vesting .
- Near-term selling dynamics: Scheduled annual vesting of options and PVRSUs can create periodic share delivery events; however, ownership guidelines and anti-hedging/pledging policies mitigate misalignment risk .