Jennifer L. Davis
Director at ABBV
Board
About Jennifer L. Davis
Independent director at AbbVie since 2023; age 53. Currently Chief Executive Officer, Health Care, at Procter & Gamble (P&G) since 2022, following senior leadership roles in Feminine Care. Brings deep marketing/commercial strategy, corporate strategy and leadership, consumer behavior, and oversight of health care R&D, manufacturing, quality, supply, and regulatory compliance experience from her 30+ year P&G career .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Vice President – Feminine Care, North America; Brand Franchise Leader, Tampax | 2016–2018 | Oversaw commercial roles with increasing responsibility |
| Procter & Gamble | President, Global Feminine Care | 2018–2019 | Led global franchise and commercialization strategy |
| Procter & Gamble | President, Feminine Care | 2019–2022 | Leadership across marketing/commercial strategy and execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Chief Executive Officer, Health Care | 2022–present | Substantial experience overseeing P&G’s health care R&D, manufacturing, quality, supply, and regulatory compliance |
Board Governance
- Independence: Board determined Ms. Davis is independent under NYSE standards; independence assessment considered relationships where AbbVie sells to or buys from entities where directors serve and concluded no impairment .
- Board & Committee Attendance: Board held 7 meetings in 2024; average director attendance was 96%, and each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committees: Member, Nominations & Governance Committee; the committee held 4 meetings in 2024 .
- Lead Independent Director framework: AbbVie maintains a Lead Independent Director role; in 2024 Roxanne S. Austin served as LID (appointed July 1, 2024) .
- Executive sessions: Independent directors regularly meet in executive session .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 120,000 | Standard non-employee director fee under AbbVie Non-Employee Directors’ Fee Plan |
| Committee Chair Fees | N/A for Davis | Chairs other than Audit: $25,000; Audit Chair: $30,000; Audit committee members: $10,000 (Davis serves on Nominations & Governance as a member) |
| Lead Independent Director Fee | N/A for Davis | $25,000 (held by others in 2024) |
| All Other Compensation | 25,000 | AbbVie Foundation charitable match up to $25,000 annually |
Fee plan mechanics: Directors may elect cash, vested non‑qualified stock options (based on independent appraisal), or deferral (including grantor trust) with stock equivalent or guaranteed interest accounts; AbbVie may contribute to ensure stock equivalent account net value ≥75% of related AbbVie stock market value at year-end .
Performance Compensation
| Award Type | Grant Date Fair Value ($) | Units | Vesting/Terms |
|---|---|---|---|
| Annual Restricted Stock Units (RSUs) | 214,818 (2024) | Not enumerated in 2024 proxy | Director RSUs are vested at grant; directors receive cash equal to dividends; one share delivered per unit upon board departure, death, or change in control under the Incentive Stock Program |
Program baseline: In 2023, the target value was $215,000 equating to 1,450 RSUs; Davis had 0 RSUs outstanding as of 12/31/2023 (likely reflective of appointment timing) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed in AbbVie proxy for Davis | — | AbbVie’s independence review explicitly considered directors who are officers or board members at companies AbbVie sells to/buys from and concluded no independence impairment; Ms. Davis deemed independent . |
Expertise & Qualifications
- Health Care industry; Leadership; Global business & strategy; Science/R&D; Corporate governance & public company board; Government relations & regulatory; Marketing/Sales (skills matrix indicates Davis possesses these competencies) .
- AbbVie board highlights: Twelve of fourteen directors are independent; board and committee self‑assessments; anti‑hedging/anti‑pledging; proxy access; majority voting standard; clawback policy with mandatory recovery on restatements and broad discretion for material Code breaches .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Shares beneficially owned | 1,322 | March 10, 2025 |
| Stock options exercisable within 60 days | 0 | March 10, 2025 |
- Director stock ownership guidelines: Non‑employee directors must own AbbVie stock valued at 5x the annual director fee within five years of joining the Board or as soon as practicable thereafter .
- Anti‑hedging/anti‑pledging: Directors are prohibited from hedging or pledging AbbVie stock .
Governance Assessment
- Strengths: Independent status affirmed; active participation on Nominations & Governance (4 meetings in 2024); board‑wide attendance strong (96% average); robust governance framework (majority voting, proxy access, clawback, anti‑hedging/pledging) supports investor alignment .
- Ownership alignment: Current beneficial ownership of 1,322 shares and annual RSU awards indicate equity linkage; directors must reach 5x retainer within five years, providing a defined path to alignment .
- Compensation mix: 2024 compensation predominantly equity-based via RSUs ($214,818 vs $120,000 cash), consistent with modern director pay practices; no option grants or meeting fees .
- Potential watch items: External executive role at P&G Health Care implies time commitments and potential commercial adjacency (OTC/consumer health), though AbbVie’s independence review considered such relationships and found no impairment; continue monitoring for related‑party disclosures or evolving interlocks .
- RED FLAGS not observed: No pledging/hedging permitted; no related‑party transactions disclosed for Davis; board attendance thresholds met; no option repricing or tax gross‑ups in director program noted .