Frederick H. Waddell
Director at ABBV
Board
About Frederick H. Waddell
Independent director of AbbVie since 2013; age 71. Former Chairman and Chief Executive Officer of Northern Trust Corporation and The Northern Trust Company; currently serves on AbbVie’s Audit Committee as Chair and is a member of the Compensation Committee, and sits on AbbVie’s Executive Committee. Recognized by AbbVie’s Board as an “audit committee financial expert”; also a director of International Business Machines Corporation (IBM), providing information technology and security experience alongside deep financial services expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Corporation/The Northern Trust Company | Chairman of the Board | Nov 2009–Jan 2019 | Led board through regulatory and strategic oversight during and after the financial crisis |
| Northern Trust Corporation/The Northern Trust Company | Chief Executive Officer | 2008–2017 | Navigated recession-era priorities; extensive leadership in a highly regulated industry |
| Northern Trust Corporation/The Northern Trust Company | President | 2006–2011; Oct–Dec 2016 | Senior operating leadership and strategic execution |
| Northern Trust Corporation/The Northern Trust Company | Chief Operating Officer | 2006–2008 | Oversight of operations and risk management |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| International Business Machines Corporation (IBM) | Director | Since 2017 | Contributes information technology and cybersecurity oversight experience |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Executive Committee member .
- Independence: The Board determined Waddell is independent under NYSE standards; review included consideration of relationships with entities to/from which AbbVie sells or purchases products/services; no impairments found .
- Attendance: Board held 7 meetings in 2024; average director attendance 96%; each director attended at least 75%; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met 6x (financial reporting, auditor oversight, ERM and cybersecurity); Compensation Committee met 4x (executive and director pay; independent consultant; plan oversight) .
- Governance enhancements relevant to board effectiveness: refreshed all committee chairs in 2024; added director overboarding limits in 2023; robust Lead Independent Director responsibilities; continued proposal to eliminate supermajority voting .
- Audit Committee financial expertise: Board identifies Waddell (and others) as “audit committee financial expert” .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $140,000 | Base $120,000 plus pro-rated chair/member fees earned monthly due to 2024 chair transitions |
| Restricted Stock Unit Awards (grant-date value) | $214,818 | 1,322 RSUs granted at 2024 annual meeting; dividends paid in cash; units generally distributed at or after board departure |
| Option Awards | $0 | No director stock options outstanding as of 12/31/2024 |
| Deferred Compensation Earnings | $0 | Reportable interest credited (if any) under director plans disclosed; Waddell shows none |
| All Other Compensation | $55,436 | Includes $25,000 AbbVie Foundation charitable match and incremental spousal travel/tax reimbursements (tax on spousal air travel: $11,053) |
| Total Director Compensation (2024) | $410,254 | Sum of components |
Notes: Non-employee directors may elect fee deferral; RSUs accrue dividends and are delivered upon termination/change in control; committee chairs/members receive additional fees; audit chair receives $30,000/year and audit members receive $10,000/year, all earned monthly pro-rata .
Performance Compensation
| Performance Metric | Weight | Targeting Approach | 2024 Disclosure |
|---|---|---|---|
| None disclosed for non-employee directors | N/A | Director pay comprised of cash retainers, committee fees, and RSUs (no performance metrics) | No performance-based elements reported for directors |
Other Directorships & Interlocks
| Company | Role | Overlap/Exposure | Independence Consideration |
|---|---|---|---|
| IBM | Director | Potential IT/security exposure; not a named AbbVie peer | Board reviewed relationships with companies to/from which AbbVie sells/purchases; determined independence not impaired |
Expertise & Qualifications
- Financial services and capital markets leadership; chaired/led a bank through the 2008 recession (risk and regulatory experience) .
- IT and security perspective via IBM directorship; Board cites information technology/security experience .
- Designated audit committee financial expert; deep literacy in financial reporting, ERM, and cybersecurity oversight .
- Broader governance: serves on Audit (Chair), Compensation, and Executive Committees, aligning skills to financial oversight and pay governance .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (incl. director RSUs) as of Mar 10, 2025 | 27,755 | Beneficial ownership for directors includes RSUs payable in stock |
| RSUs Outstanding as of Dec 31, 2024 | 25,755 | RSUs receive cash dividends; delivered as shares on termination/change in control |
| Options (Exercisable/Unexercisable) | 0/0 | No director options outstanding |
| Hedging/Pledging | Prohibited | Anti-hedging and anti-pledging policies for directors/officers |
| Director Stock Ownership Guideline | 5x annual director fee | Required within five years of joining; individual compliance status not disclosed |
Governance Assessment
- Strengths:
- Audit Committee leadership and financial expert designation enhance oversight of financial reporting, ERM, and cybersecurity—key risk areas for a global biopharma .
- Independent status affirmed after review of potential external relationships; robust anti-hedging/anti-pledging and clawback policies reinforce alignment and accountability .
- Active on Compensation Committee overseeing director and executive pay with an independent consultant (Semler Brossy), which reported no conflicts of interest .
- Board refreshment and governance improvements (new committee chairs, overboarding limits, repeated supermajority elimination proposals) signal responsiveness to investor feedback .
- Potential risk indicators and red flags:
- Perquisites: spousal travel costs and related tax reimbursements were included in “All Other Compensation”; while typical, investors often scrutinize non-business travel benefits for directors ($11,053 tax reimbursement noted) .
- Multiple directorships: IBM role adds time commitments; AbbVie’s governance guidelines limit other board service, mitigating overboarding risk (specific limit framework added in 2023) .
- Attendance and engagement:
- Board and committee meeting cadence (7 board; 6 audit; 4 compensation) and overall attendance (96% average; minimum ≥75% for each director; all directors at the 2024 annual meeting) indicate strong engagement .
Overall, Waddell’s profile (financial services CEO, audit chair, financial expert, IBM director) supports board effectiveness in risk, finance, and technology oversight, with standard director pay structure and strong governance policies; minor perquisite usage should be monitored but is not unusual for large-cap boards .