Rebecca B. Roberts
Director at ABBV
Board
About Rebecca B. Roberts
Rebecca B. Roberts, age 72, has served as an independent director of AbbVie since 2018 and sits on the Nominations & Governance and Public Policy & Sustainability committees. She is the retired President of Chevron Pipe Line Company (2006–2011) and previously led Chevron Global Power Generation (2003–2006) after a 36-year career at Chevron that began in scientific roles; she also currently serves on the boards of Black Hills Corporation and MSA Safety Incorporated and previously served on Enbridge Inc. (2015–2018) . The Board has determined she is independent under NYSE standards, and AbbVie reported average Board and committee meeting attendance of 96% in 2024 with each director meeting at least the 75% threshold; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Pipe Line Company | President | 2006–2011 | Management, operations, environmental and safety oversight across global operations |
| Chevron Global Power Generation | President | 2003–2006 | Strategy development, regulatory and operational leadership |
| Chevron (various roles) | Chemist/research scientist; technical/management positions | 36-year career at Chevron | Scientific background; broad regulatory and operational perspective |
| AbbVie Inc. | Independent Director | Director since 2018 | Nominations & Governance; Public Policy & Sustainability |
External Roles
| Organization | Role | Tenure | Committee Roles (if any) |
|---|---|---|---|
| Black Hills Corporation | Director | Current | — (not disclosed in AbbVie proxy) |
| MSA Safety Incorporated | Director | Current | — (not disclosed in AbbVie proxy) |
| Enbridge Inc. | Director | 2015–2018 | — (not disclosed in AbbVie proxy) |
Board Governance
- Committee memberships: Nominations & Governance (4 meetings in 2024) and Public Policy & Sustainability (4 meetings in 2024) .
- Independence: Board determined Ms. Roberts is independent under NYSE standards, considering any relationships with companies buying from or selling to AbbVie and finding no impairment to independence .
- Attendance and engagement: Board met 7 times in 2024; average attendance 96%; each director ≥75%; all directors attended the 2024 annual meeting. AbbVie conducts annual investor engagement on governance, compensation, political disclosures, ESG, and leadership changes .
- Board leadership: Robust Lead Independent Director responsibilities include executive sessions, agenda review, CEO evaluation, and succession planning .
- Policies: Majority voting for directors, proxy access (3%/3 years), related person transaction policy, mandatory clawback for restatements, anti-hedging and anti-pledging for directors and officers .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $120,000 | Non-employee director fee under AbbVie’s plan |
| Committee chair/member fees | $0 for Ms. Roberts | Fees apply to chair roles ($25k; Audit chair $30k) and Audit members ($10k); not applicable to Ms. Roberts in 2024 |
| Equity retainer (RSUs) | $214,818 (1,322 RSUs) | Annual vested RSUs granted at the 2024 meeting (target $215,000) with dividend equivalents; deliverable at separation/change in control |
| Deferred comp earnings | $0 | Reportable interest under director plans |
| All Other Compensation | $43,736 | Includes charitable match ($25,000) and reimbursement of certain taxes related to spousal air travel ($5,420), plus other disclosed travel-related items |
| Total 2024 director compensation | $378,554 | Sum of components above |
Notes:
- Directors may elect to defer fees, receive options in lieu of cash based on appraised value, or use grantor trusts. AbbVie may contribute to a director’s trust so the stock-equivalent account net of taxes is not less than 75% of the year-end market value of the related AbbVie stock—a potential alignment concern (guarantee feature) .
Performance Compensation
Director pay is not tied to performance metrics; AbbVie does not use performance-based pay elements for non-employee directors beyond the equity retainer described above .
AbbVie executive incentive metrics (context for governance oversight) — 2024 PIP goals and results:
| Goal | 2023 Actual | 2024 Target | 2024 Actual | 2024 Target vs Actual |
|---|---|---|---|---|
| Platform Revenue (non-GAAP; net revenues less Humira, FX-adjusted) ($BN) | $40.0 | $44.7 | $47.3 | 106% of target |
| Non-GAAP Income Before Taxes ($BN, constant currency) | $24.4 | $23.5 | $24.6 | 105% of target |
| Adjusted Return on Assets (%) | 20.6% | 20.7% | 22.2% | 107% of target |
| Non-GAAP Operating Margin ($BN, constant currency) | $25.7 | $25.3 | $26.2 | 104% of target |
Payout governance: 2024 PIP payout matrix capped awards at 190% of target based on Platform Revenue (106% of target) and Income Before Taxes (105% of target) .
Other Directorships & Interlocks
| Company | Relationship to AbbVie | Potential Interlock/Conflict |
|---|---|---|
| Black Hills Corporation | External board; utility/energy sector | None disclosed by AbbVie; Board considered purchases/sales with entities where directors serve and found no impairment to independence |
| MSA Safety Incorporated | External board; safety equipment | None disclosed by AbbVie; same independence review noted above |
| Enbridge Inc. (prior) | External board (2015–2018) | Prior role; no current interlock disclosed |
Expertise & Qualifications
- Deep management, operations, environmental and safety, marketing, and strategy development experience with global exposure across Asia, Europe, and Central America; scientific background as a chemist/research scientist .
- Provides regulatory and operational perspective for oversight of a complex international company .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 12,525 (includes director RSUs) |
| Stock options exercisable within 60 days | 0 |
| RSUs outstanding | 12,525 |
| Ownership as % of shares outstanding | Not individually disclosed; directors and executive officers as a group own <1% |
| Director stock ownership guidelines | 5x annual director fee within five years of joining |
| Hedging/pledging | Prohibited for directors and officers; anti-hedging and anti-pledging policies in effect |
Governance Assessment
- Committee effectiveness: Service on Nominations & Governance and Public Policy & Sustainability aligns with her regulatory, safety, and global operations background; both committees met four times in 2024, reflecting active oversight of governance, compliance, sustainability, and public policy topics .
- Independence and attendance: Independent under NYSE standards; Board reported 96% average attendance and full participation at the 2024 annual meeting—supportive of engagement quality .
- Director pay structure and alignment: Cash retainer plus annual RSU grant; RSUs deliver at separation, with dividend equivalents, fostering longer-term alignment; however, AbbVie’s 75% stock-equivalent account guarantee in director trusts reduces market exposure for deferred stock-equivalent balances and may modestly weaken alignment vs. direct share ownership .
- Shareholder signals: Strong say-on-pay support (91.8% in 2024) and ongoing investor engagement on governance and ESG indicate constructive shareholder relations and responsiveness .
- Compensation committee independence: Semler Brossy serves as independent consultant; committee identified no conflicts, and retains clawback authority and strong governance practices in executive compensation oversight .
- Policies: Anti-hedging/pledging, majority voting, related party transaction policy, and mandatory clawback for restatements support robust governance .
RED FLAGS
- Reimbursement for certain taxes related to spousal air travel (tax gross-ups) was provided, including $5,420 for Ms. Roberts in 2024—generally viewed as shareholder-unfriendly perquisite treatment .
- Director trust guarantee ensures stock-equivalent account balances (net of taxes) are not less than 75% of year-end AbbVie stock value; while protective, it dilutes downside exposure relative to direct stock holding and may weaken pure “skin-in-the-game” alignment .