Robert A. Michael
AbbVieAbout Robert A. Michael
AbbVie’s Chairman and Chief Executive Officer since July 1, 2025 (CEO since July 1, 2024), Michael is 54 and has over 30 years of leadership at Abbott/AbbVie across finance and operations, including service as CFO and President/COO before becoming CEO . Under AbbVie’s 2024 operating year (transition year to his CEO tenure), the company delivered total net revenues of $56.3B, Growth Platform revenues of $47.3B, and operating cash flow of $18.8B; adjusted diluted EPS was $10.12, with 1/3/5/10-year TSRs of +19%/+47%/+149%/+311% respectively . In October 2025, AbbVie raised 2025 adjusted EPS guidance and announced a 5.5% dividend increase for 2026; Michael stated the business had “significant momentum” across key portfolios .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AbbVie | Chairman and Chief Executive Officer | 2025–present | Combined Chair/CEO leadership with Lead Independent Director oversight; board determined structure ensures appropriate oversight and accountability . |
| AbbVie | Chief Executive Officer; Director (Class II) | 2024–present | CEO effective Jul 1, 2024; appointed to Board same date as part of planned succession . |
| AbbVie | President and Chief Operating Officer | 2023–2024 | Oversaw global commercial operations, finance, HR, operations, BD and corporate strategy . |
| AbbVie | Vice Chairman and President | 2022–2023 | Senior P&L and strategy leadership . |
| AbbVie | Vice Chairman, Finance & Commercial Operations and Chief Financial Officer | 2021–2022 | Enterprise finance and commercial operations leadership . |
| AbbVie | EVP & CFO; SVP & CFO | 2018–2021 | Financial stewardship, capital allocation, and reporting . |
| Abbott | Various leadership positions | 1993–2013 | Cross-business leadership prior to AbbVie’s 2013 launch . |
Board Governance
- Board service history: Director since July 1, 2024; elected Chairman effective July 1, 2025 as Richard A. Gonzalez and Glenn F. Tilton retired .
- Committee roles: Member of the Executive Committee (with other named directors) .
- Dual-role implications: AbbVie combines Chair/CEO with a robust Lead Independent Director model; Ms. Roxanne Austin serves as Lead Independent Director with defined authorities (e.g., presides over executive sessions, sets agendas, leads CEO evaluation and succession) .
- Independence: 12 of 14 directors are independent; employees are not paid for Board service .
- Board effectiveness: 2024 average attendance 96%; annual evaluations conducted; strong investor engagement on governance topics .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,330,000 | 1,427,376 | 1,607,404 |
| CEO Base Salary set (effective Jul 1, 2024) ($) | — | — | 1,700,000 (set upon CEO appointment) |
| Target Bonus (% of salary) | — | — | 150% (set upon CEO appointment) |
| Actual Bonus Paid ($) | 2,510,625 | 3,000,000 | 4,590,000 |
Perquisites and other: 2024 “All Other Compensation” $482,096, including personal air travel ($211,248), automobile, security for personal travel, financial planning stipend, and employer contributions; amounts taxed without gross-ups .
Performance Compensation
2024 Short‑Term Incentive (PIP) – Goals, Weighting, Results
| Metric | Weighting (Michael) | Target | Actual | Payout Framework |
|---|---|---|---|---|
| Platform Revenue (non-GAAP) | 20% | $44.7B | $47.3B | Part of matrix capping payout at 190% of target for 2024 |
| Non-GAAP Income Before Taxes | 60% combined across IBT, Operating Margin, ROA (equally weighted within set) | $23.5B (IBT), $25.3B (OM), ROA 20.7% | $24.6B (IBT), $26.2B (OM), ROA 22.2% | Matrix cap 190% of target for 2024 |
| R&D/Innovation | 10% | Qualitative | Achieved/exceeded goals | Committee discretion within matrix cap |
| Business Development | 10% | Qualitative | Achieved/exceeded goals | Committee discretion within matrix cap |
| ESG goal (company-wide) | 10% of PIP for NEOs | ESG priorities | Achievements disclosed (patient access, emissions reduction, volunteering) | Within overall framework; awards capped by matrix |
Michael’s 2024 final award: $4,590,000; PIP matrix capped awards at 190% of target based on Platform Revenue 106% and Income Before Taxes 105% of target .
2024 Long‑Term Incentives (annual LTI design and awards)
- LTI mix: 40% Performance Shares (EPS + relative TSR modifier, 3-year), 40% Performance‑Vested RSUs (relative ROIC, 3-year vesting in thirds), 20% Non‑Qualified Stock Options (10‑year term; vest 1/3 annually) .
| Award (2/15/2024) | Grant details | Metric/terms | 2024 result status |
|---|---|---|---|
| Performance Shares (PS) | Target 21,679 sh; range 8,129–54,197 sh | 2024 EPS banked at 200% of target; final vest after 2024–2026 TSR modifier | Banked 200% on EPS; TSR modifier applied at end of 2026 |
| Performance‑Vested RSUs (PVRU) | Target 21,679 sh; range 10,839–43,358 sh | Relative ROIC (versus index peers); vest in thirds over 3 years | 2024 ROIC at 92nd percentile → 200% vest on 1/3 tranche (2/28/2025) |
| Stock Options | 59,888 options @ $175.28; 10‑yr term; vest 1/3 on 2/15/25, 2/15/26, 2/15/27 | Stock appreciation; options expire 2/14/2034 | Unchanged (service‑based vesting) |
2024 reported values: Stock awards $7,915,762; option awards $1,888,269 .
Upcoming vesting and potential selling pressure (supply overhang)
| Instrument | Tranche | Vest date(s) | Quantity |
|---|---|---|---|
| Stock options (2024 grant) | 1/3 each year | 2/15/2025; 2/15/2026; 2/15/2027 | 19,963 per tranche |
| Stock options (2023 grant) | 1/3 each year | 2/16/2025; 2/16/2026 | 15,192 per tranche (remaining) |
| Stock options (2022 grant) | Single | 2/17/2025 | 16,053 |
| PS (2024 grant) | Final after 3‑yr performance | 12/31/2026 (settlement thereafter) | 21,679 target (banked at 200% EPS; TSR modifier pending) |
| PVRU (2024 grant) | 1/3 per year (performance-based) | 2/28/2025; 2026; 2027 | 21,679 target; 2024 tranche paid at 200% |
Note: 2022 performance shares vested at 162.5% of target on 2/28/2025 based on 3‑year relative TSR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (as of Mar 10, 2025) | 132,821 shares |
| Stock options exercisable within 60 days (as of Mar 10, 2025) | 332,655 options |
| Unvested stock awards at 12/31/2024 (illustrative) | PS/RSU positions shown: 20,293; 30,075; 43,358 shares (see footnotes for award type and cycle) |
| Ownership as % of shares outstanding | ~0.0075% (132,821 ÷ 1,768,978,278 shares outstanding) |
| Stock ownership guideline | 6x base salary; status: Met |
| Hedging/pledging | Prohibited for directors and Section 16 officers; no pledging allowed |
2024 exercises/vestings: 21,560 options exercised ($2.55M realized); 84,957 shares vested from stock awards ($15.12M value) .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | None (AbbVie does not use employment agreements for NEOs) |
| Severance (non‑CoC) | No cash severance or equity acceleration outside change‑in‑control context |
| Change‑in‑control (CoC) | Double‑trigger; lump sum 2.99x salary+bonus; up to two years of benefits; additional pension accrual value; cutback to avoid 280G excise if better after‑tax |
| CoC modeled amounts (if CoC on 12/31/2024 with qualifying termination) | Cash: $13,196,490; Additional Supplemental Pension Plan benefits: $14,132,667; Welfare/fringes: $99,078 |
| Equity upon CoC | If awards not assumed, or if terminated for good reason/without cause within window, unvested equity vests per program terms |
| Clawback | Mandatory recoupment of excess comp on restatement; broad discretion for material Code of Conduct breach |
| Tax gross‑ups | No excise tax gross‑ups; broader NEO program has no tax gross‑ups |
| Pension/SERP value (12/31/2024) | Pension Plan PV: $837,276; Supplemental Pension Plan PV: $13,190,610; 2024 Supplemental Plan distribution to grantor trust: $1,621,173 |
Performance & Track Record
- 2024 operations: Total net revenues $56.3B; Growth Platform $47.3B (+18.6% y/y); OCF $18.8B; adjusted diluted EPS $10.12; six key assets delivered double‑digit growth, with Skyrizi and Rinvoq >50% y/y .
- 2025 updates: Raised 2025 adjusted EPS guidance to $10.61–$10.65 and announced a 5.5% dividend increase for 2026 (payable Feb 2026) .
- Pipeline/business development: Multiple approvals and late‑stage advancements; strengthened pipeline via ~20 deals in 2024 .
- Long‑term value creation: 10‑year TSR +311%, dividend per share up 235% over the decade; market cap +$210B (2014–2024) .
Compensation Structure Analysis
- Pay‑for‑performance: >75% of NEO comp at risk; annual PIP uses financial (Platform Revenue, IBT, OM, ROA) and strategic/leadership goals; 2024 matrix capped payouts at 190% despite strong results .
- LTI design: Heavily performance‑based equity (80% PS/PVRU tied to EPS/TSR and relative ROIC); options 20% .
- Governance controls: No option repricing, no single‑trigger CoC vesting, robust ownership guidelines, anti‑hedging/pledging, mandatory clawback .
- Peer benchmarking: Health Care Peer Group (Amgen, BMY, LLY, GILD, GSK, J&J, MRK, Novartis, Pfizer); committee targets peer median with Semler Brossy as independent advisor .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay support | 91.8% approval |
| Engagement | Reached out to holders representing >45% of outstanding shares in 2024; ongoing feedback informs program |
Risk Indicators & Red Flags
- Dual Chair/CEO role: Mitigated by a robust Lead Independent Director role; investors previously voted ~70% against mandating an independent chair; Board cites historical outperformance under combined structure and recent refreshment (new committee chairs) .
- Related party transactions: None disclosed involving Michael; broader related‑party review conducted by N&G committee .
- Hedging/pledging: Prohibited for directors and Section 16 officers .
- No tax gross‑ups or option repricing; capped annual incentive payouts .
Equity Ownership & Vesting Schedules (detail)
| Category | Quantitative detail |
|---|---|
| Beneficial ownership and options | 132,821 shares; 332,655 options exercisable within 60 days (as of Mar 10, 2025) |
| Outstanding unvested stock awards | Representative lines: 20,293; 30,075; 43,358 shares at 12/31/2024 (see footnotes for performance cycles) |
| Option vesting cadence | 59,888 (2024 grant): 19,963 on 2/15/25, 2/15/26, 2/15/27; 30,384 (2023 grant): 15,192 on 2/16/25, 2/16/26; 16,053 (2022 grant): 2/17/25 |
External Roles
- No current external public company directorships disclosed for Michael in the proxy; employee directors receive no director compensation .
Compensation Committee & Peer Group
- Committee members (2024): Chair Brett Hart; members Alpern, Austin, Freyman, Tilton, Waddell; independent consultant Semler Brossy; no conflicts identified .
- Health Care Peer Group used for benchmarking: Amgen, Bristol‑Myers Squibb, Eli Lilly, Gilead Sciences, GlaxoSmithKline, Johnson & Johnson, Merck, Novartis, Pfizer .
Investment Implications
- Alignment: High proportion of performance‑based equity (EPS/TSR and ROIC) and capped annual incentives tie pay to drivers of sustainable performance; robust clawback/anti‑pledging policies support long‑term alignment .
- Supply overhang: Multiple option tranches vesting 2025–2027 and performance equity settlements (notably 2024 PS banked at 200% and 2022 PS vested at 162.5%) could create episodic insider sales pressure around vesting/settlement windows .
- Governance: Combined Chair/CEO model presents independence optics risk but is mitigated by a strong Lead Independent Director and majority‑independent board with high attendance; say‑on‑pay support remains strong .
- Retention/CoC: Double‑trigger CoC with 2.99x cap and additional pension accruals is shareholder‑standard; no employment agreement and no tax gross‑ups reduce optics risk; pension/SERP value is meaningful and a retention anchor .
- Execution: Near‑term focus on Growth Platform scaling, late‑stage pipeline conversions, and BD integration remains central; 2025 guidance raise and dividend growth signal confidence under Michael’s early tenure .