Brett J. Hart
AbbVieAbout Brett J. Hart
Age 55; independent director at AbbVie since 2016. Currently President of United Airlines Holdings, Inc. and United Airlines, Inc.; previously served as Acting CEO of UAL/United (Oct 2015–Mar 2016) and held senior legal/administrative roles at United and Sara Lee. Core credentials span operational leadership in highly regulated industries, risk management, ESG, regulatory/government affairs, corporate governance, and compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. / United Airlines, Inc. | President | Current (as of proxy publication) | Leads operations including safety, government affairs, regulatory, legal, and environmental sustainability; broad operational/strategic acumen relevant to oversight of complex global businesses . |
| United Airlines Holdings, Inc. / United Airlines, Inc. | Acting Chief Executive Officer | Oct 2015 – Mar 2016 | Executive leadership during transition; crisis/risk navigation experience . |
| United Airlines, Inc. | Executive Vice President & Chief Administrative Officer | Mar 2019 – May 2020 | Oversaw administrative functions at scale in regulated environment . |
| United Airlines, Inc. | EVP, Chief Administrative Officer & General Counsel | May 2017 – Mar 2019 | Legal strategy and governance leadership . |
| United Airlines, Inc. | Executive Vice President & General Counsel | Feb 2012 – May 2017 | Legal, compliance, regulatory affairs . |
| UAL/United/Continental | SVP, General Counsel & Secretary | Dec 2010 – Feb 2012 | Corporate governance and legal oversight . |
| Sara Lee Corporation | EVP, General Counsel & Corporate Secretary | Jun 2009 – Dec 2010 | Legal/compliance leadership in consumer sector . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. | President (operating role; not disclosed as external board seat) | Current | Operational leadership; regulatory and ESG interface . |
| Other public company directorships | None disclosed in AbbVie proxy biography | N/A | No additional external public board seats disclosed for Hart . |
Board Governance
- Independence: Board determined Hart is independent under NYSE standards; all members of audit, compensation, nominations & governance, and public policy & sustainability committees are independent .
- Committee assignments: Compensation Committee (Chair); Nominations & Governance Committee (Member) .
- Board/committee meetings: Board met 7 times in 2024; average director attendance 96%; each director attended at least 75% of Board and committee meetings. Compensation Committee met 4 times; Nominations & Governance met 4 times .
- Investor engagement and governance refresh: Engagement with investors on CEO transition, new Lead Independent Director, new committee chairs (all refreshed in 2024), ESG reporting; management proposal to eliminate supermajority voting advanced again in 2025 .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director base fee . |
| Committee chair fee (Compensation) | $25,000 | Chair fee (Audit Chair is $30,000; Hart chairs Compensation) . |
| Audit committee member fee | $0 | Only audit committee members receive $10,000; Hart is not listed as an Audit member . |
| Total cash fees | $145,000 | Sum of retainer + chair fee for Hart . |
| All Other Compensation | $25,000 | Charitable match via AbbVie Foundation ($25,000) . |
Performance Compensation (Director)
| Equity Instrument | Grant Date/Mechanics | Units / Value | Vesting/Settlement | Dividends |
|---|---|---|---|---|
| RSUs (vested; deliverable post‑service) | Granted on the day of the 2024 annual meeting under the AbbVie Amended and Restated 2013 Incentive Stock Program | 1,322 units; grant-date fair value $214,818 | One common share per RSU delivered upon termination/retirement, death, or change in control | Cash dividends paid at the same rate as shareholders . |
| Stock options | None outstanding as of 12/31/2024 | $0 | N/A | N/A . |
Compensation program metrics overseen by Hart (as Compensation Committee Chair):
| Metric | 2024 Target | 2024 Actual | Result vs Target |
|---|---|---|---|
| Platform Revenue (non‑GAAP) | $44.7B | $47.3B | 106% of target . |
| Non‑GAAP Income Before Taxes | $23.5B | $24.6B | 105% of target . |
| Adjusted Return on Assets | 20.7% | 22.2% | 107% of target . |
| Non‑GAAP Operating Margin | $25.3B | $26.2B | 104% of target . |
| Annual Incentive Payout Matrix outcome | Cap 190% | Cap 190% | 2024 payouts capped at 190% of target . |
| LTI Performance Shares – 2024 Adjusted Diluted EPS | Target $9.63; Max $9.83 | $10.12 | Earned 200% on EPS factor (TSR modifier to be applied after 2026) . |
| LTI Performance‑Vested RSUs – 2024 Relative ROIC | 50th–65th percentile | 92nd percentile | 200% of target for 2024 tranche . |
Committee processes and safeguards:
- Independent consultant: Semler Brossy; reports to Hart as Chair; performs no other services for AbbVie; committee determined no conflicts of interest .
- Clawbacks/anti‑hedging/anti‑pledging: Mandatory clawback for restatements; discretionary clawback for material Code violations; directors/officers prohibited from hedging or pledging AbbVie stock .
- Say‑on‑Pay support: 91.8% approval in 2024; committee engages with holders representing >45% of shares .
- Peer group benchmarking: Amgen, BMS, Eli Lilly, Gilead, GSK, J&J, Merck, Novartis, Pfizer .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Hart in AbbVie proxy biography .
- Interlocks/overlaps: Glenn F. Tilton (AbbVie director) is former Chairman/CEO of UAL Corporation; Board independence determination evaluated relationships where AbbVie sells to or purchases from companies where directors are officers/board members and found no impairment of independence .
Expertise & Qualifications
- Operational/strategic leadership in a highly regulated global business; risk management; ESG/climate; legal strategy; government/regulatory affairs; corporate governance; compliance—skills AbbVie deems critical for oversight of its complex international operations .
- AbbVie’s Board skills matrix highlights governance, leadership, global strategy, government/regulatory and other relevant skills across directors; Hart contributes to these areas .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (including director RSUs) | 18,269 shares/units as of March 10, 2025 . |
| Director RSUs outstanding | 18,269 units as of 12/31/2024 . |
| Stock options | 0 outstanding . |
| Ownership as % of shares outstanding | Directors and executive officers as a group own <1% of outstanding shares . |
| Hedging/pledging | Prohibited for directors/officers . |
| Director stock ownership guideline | 5x annual director fee; required within five years of joining the Board . |
Governance Assessment
- Effectiveness signals: Hart chairs an independent Compensation Committee with strong governance controls (independent consultant, clawbacks, anti‑hedging/pledging, capped payout matrix) and broad investor support for pay (91.8%) .
- Engagement/refresh: Board refreshed leadership in 2024 (new Lead Independent Director; all new committee chairs) and continues investor engagement on ESG and governance (e.g., eliminating supermajority voting), aligning with best‑practice oversight .
- Independence/attendance: Board determined Hart is independent; Board/committee attendance remained strong in 2024 (96% average; each director ≥75%) .
- Potential conflicts/related‑party exposure: No Hart‑specific related‑party transactions disclosed; Board’s independence review explicitly considered relationships with entities that sell to/purchase from AbbVie and found no impairments .
- RED FLAGS: None observed in disclosures for Hart—no pledging/hedging, no option repricing, no tax gross‑ups or related‑party transactions; director options are zero; director equity is primarily RSUs with deferred delivery, aligning incentives to long‑term service .