Edward J. Rapp
Director at ABBV
Board
About Edward J. Rapp
Edward J. Rapp (age 67) has served on AbbVie’s Board since 2013 and is currently an independent director on the Audit Committee and the Nominations & Governance Committee. He is a retired Group President for Resource Industries at Caterpillar Inc., previously serving as Caterpillar’s CFO (2010–2013) and Group President (since 2007), with global leadership roles including a Singapore-based Group President assignment in 2013–2014. The Board has determined Mr. Rapp is independent and designated him an “audit committee financial expert,” reflecting deep financial and operational expertise in complex multinational environments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Group President for Resource Industries | 2014–mid-2016 | Senior operating leadership across geographies; climate and emissions oversight experience via industrial operations |
| Caterpillar Inc. | Group President (Singapore-based) | 2013–2014 | Global operating leadership based in Asia |
| Caterpillar Inc. | Chief Financial Officer | 2010–2013 | Corporate finance leadership; public-company CFO experience |
| Caterpillar Inc. | Group President | Since 2007 | Executive leadership; global operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Xos, Inc. | Director | Current | Public company board; zero-emission commercial vehicles; climate/emissions oversight exposure |
| University of Missouri College of Business | Advisory Board Member | Current | Academic advisory role |
| FM Global | Director | Prior | Board experience at mutual insurance company |
Board Governance
- Committees: Audit; Nominations & Governance (member; not a chair)
- Audit Committee meetings: 6 in 2024; all members financially literate; committee oversees ERM, cybersecurity, and auditor independence; Board designated Mr. Rapp (and others) as “audit committee financial expert” .
- Nominations & Governance Committee meetings: 4 in 2024; oversees board composition, governance guidelines, evaluations, succession, and director recruitment .
- Independence and attendance: Board determined Mr. Rapp is independent under NYSE standards; in 2024 the Board held 7 meetings, average director attendance was 96%, and each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Anti-hedging and anti-pledging: Directors are prohibited from hedging or pledging AbbVie stock; robust clawback policy applies to incentive compensation (restatement and material code breaches) .
- Director stock ownership guideline: 5x annual director fee within 5 years of joining the Board (company-wide guideline for non-employee directors) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $142,500 | AbbVie fee plan: annual director retainer $120,000; audit committee chair $30,000; other committee chairs $25,000; audit committee members $10,000; Lead Independent Director $25,000; fees earned monthly; directors may elect cash, deferred, or trust funding . |
| Restricted Stock Unit (RSU) award (grant-date fair value) | $214,818 | 2024 annual director grant target $215,000; 1,322 RSUs granted; cash dividends on RSUs paid at stockholder rate; delivery at retirement/termination/change in control . |
| Stock options | $0 | No AbbVie stock options outstanding for directors as of 12/31/2024 . |
| Nonqualified deferred comp earnings | $0 | As reported for Mr. Rapp in 2024 . |
| All other compensation | $48,151 | Includes AbbVie Foundation charitable match ($25,000) and certain spousal air travel-related amounts/tax reimbursements ($8,811 for tax reimbursement; additional spousal travel cost included) . |
| Total | $405,469 | Sum per director compensation table . |
Performance Compensation
- Director equity awards are time-based RSUs (delivery deferred); no performance metrics are tied to director equity or cash fees .
- Annual RSU grant details (2024): 1,322 units; $214,818 grant-date fair value; cash dividends paid on units; delivery of one share per unit at retirement/termination/change in control .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Xos, Inc. | Public | Director | EV commercial vehicles; climate/emissions oversight experience |
| FM Global | Private | Director (prior) | Insurance; prior governance experience |
| University of Missouri College of Business | Non-profit/Academic | Advisory Board Member | Academic advisory role |
Expertise & Qualifications
- Financial and accounting expertise: Former Caterpillar CFO; designated “audit committee financial expert” by AbbVie’s Board .
- Global operations: Senior leadership in Asia, Africa, and Europe; international perspective across ~175-country footprint relevant to AbbVie .
- Industrial/climate oversight: Board role at Xos (zero-emission vehicles) enhances climate/emissions oversight experience .
- Corporate governance: Service on multiple boards and committees; qualifications aligned to oversight of complex international enterprises .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (as of March 10, 2025) | 41,744 |
| Stock options exercisable within 60 days | 0 |
| RSUs outstanding (as of Dec 31, 2024) | 25,755 |
| Shared voting/investment power (included within beneficial ownership) | 10,388 |
Governance Assessment
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Strengths
- Independence status affirmed; Audit Committee financial expert designation increases confidence in financial oversight .
- Active committee engagement (Audit; Nominations & Governance) and robust board processes (self-evaluations, succession planning, ERM oversight, cybersecurity) signal effective governance .
- Strong attendance culture (Board average 96%; all directors ≥75%) and full participation at annual meeting support engagement .
- Alignment policies: 5x director fee ownership guideline; anti-hedging/anti-pledging; clawbacks on incentive compensation .
-
Potential RED FLAGS / Watch items
- Perquisites and tax reimbursements: “All Other Compensation” includes charitable match and spousal travel cost/tax reimbursements (Mr. Rapp tax reimbursement $8,811; total other comp $48,151), which some investors view as shareholder-unfriendly; however, context includes an overseas board meeting near a manufacturing facility .
- Long tenure (since 2013) may prompt some investors to monitor independence over time, though AbbVie’s Board reaffirms independence annually .
-
Overall implication
- Mr. Rapp’s deep financial and global operating experience, coupled with Audit Committee financial expert status and consistent independence determination, supports board effectiveness. Perquisite practices (spousal travel/tax) warrant disclosure-aware monitoring but are not unusual among large-cap boards; AbbVie’s anti-hedging/anti-pledging and ownership guidelines mitigate alignment concerns .