Perry C. Siatis

About Perry C. Siatis

Perry C. Siatis is Executive Vice President, General Counsel and Secretary of AbbVie, serving as the company’s chief legal officer and corporate secretary; he is 50 years old and has been an AbbVie corporate officer since October 2022, after joining Abbott in 2005 and AbbVie at its 2013 formation . He previously held senior legal and compliance roles at AbbVie, including Senior Vice President, Deputy General Counsel; Chief Ethics and Compliance Officer; and leadership across legal transactions, alliance management, and biologics strategy . Under the current executive team, AbbVie delivered 2024 net revenues of $56.3B, Growth Platform revenues of $47.3B, and operating cash flow of $18.8B; 10‑year TSR to 12/31/24 was +311% and ranked top-tier among peers, framing the performance context behind executive compensation design and outcomes .

Past Roles

External Roles

• No external public company directorships or committee roles are disclosed for Mr. Siatis in AbbVie’s executive officer biographies; filings reviewed emphasize internal leadership and secretary duties (signing 8‑Ks and proxy materials) .

Fixed Compensation

Executive pay design at AbbVie consists of base salary, annual PIP (at‑risk), and long‑term incentives (at‑risk), with a majority of senior executive total direct compensation performance‑based .

Performance Compensation

AbbVie’s 2024 annual PIP and long-term incentives (LTI) designs apply enterprise-wide to senior executives; Mr. Siatis’ specific targets and outcomes are not disclosed. The company’s metrics and results for 2024:

• Annual PIP metrics and outcomes (company-level) | Metric | 2023 Actual | 2024 Target | 2024 Actual | Result vs Target | |---|---:|---:|---:|---:| | Platform Revenue (non‑GAAP) | $40.0B | $44.7B | $47.3B | 106% | | Non‑GAAP Income Before Taxes | $24.4B | $23.5B | $24.6B | 105% | | Adjusted Return on Assets | 20.6% | 20.7% | 22.2% | 107% | | Non‑GAAP Operating Margin | $25.7B | $25.3B | $26.2B | 104% |

• PIP payout governance (company-level)

  • Annual incentive payout matrix capped 2024 outcomes at 190% of target (plan maximum 200%); 2024 performance mapped to Platform Revenue 106% and IBT 105% .

• Long-term incentives (company-level structure and 2024 results) | Award type | Weight | Performance metric | Performance period | 2024/Status | |---|---:|---|---|---| | Performance Shares | 40% | Adjusted Diluted EPS with Relative TSR modifier | 3 years | 2024 EPS result $10.12 vs $9.63 target → 200% EPS factor; TSR modifier applies at cycle end . | | Performance‑Vested RSUs | 40% | Relative ROIC vs industry group | 3 years (1/3 tranches) | 2024 ROIC percentile 92nd → 200% for 1/3 tranche vest . | | Non‑Qualified Stock Options | 20% | Stock price appreciation | 10-year term | Vest 1/3 per year over 3 years . |

• Strategic/leadership goals (including ESG) are part of the PIP for all NEOs; senior executives carry an ESG goal aligned to AbbVie’s framework (e.g., emissions, patient access, inclusion) .

Notes: PIP weightings vary by role (e.g., CEO 20% Platform Revenue/60% financial/10% R&D&Innovation/10% ESG; other NEOs differ). Mr. Siatis’ specific weighting is not disclosed .

Equity Ownership & Alignment

Beneficial ownership levels for Mr. Siatis are not separately disclosed in proxy ownership tables (which enumerate the CEO, CFO, three other NEOs, and directors) .

Employment Terms

Performance & Track Record (company context)

• 2024 performance: total net revenues $56.3B; Growth Platform $47.3B (+18.6% vs 2023 at constant currency); operating cash flow $18.8B; adjusted diluted EPS $10.12; execution through Humira LOE and scaling Skyrizi/Rinvoq .
• 2024 approvals and pipeline: multiple approvals across immunology, neuroscience, oncology, and aesthetics; ~20 collaborations/licensing/asset acquisitions; late‑stage submissions for GCA and NSCLC assets .
• TSR and shareholder returns: +311% 10‑year TSR to 12/31/24; dividend increased ~235% over the decade to $1.64/quarter .
• Governance and Say‑on‑Pay: 2024 Say‑on‑Pay support at 91.8%; ongoing investor engagement and governance refinements (e.g., continued push to eliminate supermajority voting) .

Compensation Structure Analysis

• Majority at‑risk pay with multi‑year measurement: 80% of LTI in performance shares and performance‑vested RSUs and 20% in options; PSUs tied to EPS with TSR modifier; P‑RSUs tied to relative ROIC—supporting long‑term value alignment .
• Annual plan anchored in non‑GAAP financials plus strategic/leadership and ESG: 2024 targets were set to drive post‑LOE growth; payout matrix capped outcomes at 190% despite plan maximum of 200% .
• Governance guardrails: no single‑trigger CIC equity vesting; no option repricing without shareholder approval; mandatory clawback; anti‑hedging/pledging; strong stock ownership requirements .

Investment Implications

• Alignment: AbbVie’s program ties a large portion of executive compensation to multi‑year EPS/TSR and ROIC, with annual outcomes capped by a payout matrix—supporting pay‑for‑performance and mitigating windfalls .
• Retention risk: Specific severance/CIC economics for Mr. Siatis are not disclosed; however, enterprise policies (ownership guidelines, anti‑pledging, clawbacks, pre‑clearance) and his long internal tenure suggest substantive alignment and institutional knowledge retention benefits .
• Monitoring: Track future 8‑K Item 5.02 disclosures for any changes to executive roles or compensatory arrangements and Forms 4 for insider trading activity; as corporate secretary and GC, Mr. Siatis signs key SEC submissions, indicating centrality to governance and disclosure processes .

Appendix: Reference Tables (company context)

• 2024 business highlights | Metric | 2024 | |---|---:| | Total Net Revenues | $56.3B | | Growth Platform Revenues | $47.3B | | Operating Cash Flow | $18.8B |

• 10‑Year shareholder returns (to 12/31/24) | Metric | Value | |---|---| | Total Stockholder Return (TSR) | +311% | | Quarterly dividend increase (10‑year) | +235% to $1.64/share |

• Executive compensation governance highlights | Policy | Company practice | |---|---| | Clawback | Mandatory for restatement; discretionary for material Code breaches . | | Anti‑hedging/pledging | Prohibited for directors and executive officers . | | Stock ownership | CEO/Executive Chairman 6x salary; other NEOs 3x salary; 5 years to comply . | | Option repricing | Not permitted without shareholder approval . | | CIC vesting | No single‑trigger vesting . |

Notes on data availability:

• Mr. Siatis was not a named executive officer in AbbVie’s 2024 and 2025 proxies; therefore, individual base salary, bonus targets/payouts, grant values, and ownership quantities for him are not itemized in public compensation tables. AbbVie discloses program structure and outcomes for NEOs and company‑level performance that apply to senior executives enterprise‑wide .