Robert J. Alpern
AbbVieAbout Robert J. Alpern
Robert J. Alpern, M.D., is an independent director of AbbVie, serving since 2013. He is Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular & Molecular Physiology at Yale School of Medicine; he previously served as Dean of Yale School of Medicine (2004–2020) and Dean of UT Southwestern Medical Center (1998–2004). Age: 74; current AbbVie board committees: Compensation and Public Policy & Sustainability. His medical and academic leadership background provides healthcare and R&D oversight expertise for AbbVie’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale School of Medicine | Dean; Ensign Professor of Medicine | 2004–2020 (Dean); current professor | Provided leadership and oversight in a top academic medical center; brings medical/scientific and healthcare system expertise to AbbVie . |
| UT Southwestern Medical Center | Dean | 1998–2004 | Executive leadership of major academic medical center; governance and clinical research familiarity . |
| Yale-New Haven Hospital | Director | 2005–2020 | Hospital board service; insights into payer/provider dynamics and clinical operations . |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Abbott Laboratories | Director | Current | Other public company directorship; potential interlock considered within AbbVie’s independence review . |
| Tricida, Inc. | Director | 2013–2023 | Prior public company directorship . |
Board Governance
- Current ABBV committees: Compensation (member; 4 meetings in 2024), and Public Policy & Sustainability (member; 4 meetings in 2024) .
- Year-over-year change: In 2023 he served on Nominations & Governance and Public Policy & Sustainability; by 2024 he moved to Compensation (suggests deployment of his expertise to pay oversight) .
- Independence: The Board determined Dr. Alpern is independent under NYSE standards; all members of audit, compensation, nominations & governance, and public policy & sustainability committees are independent .
- Attendance: Board met 7 times in 2024; average attendance 96%; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Related-party oversight: AbbVie has a formal policy; N&G Committee reviews/approves related-person transactions ≥$120k. 2024 disclosures list certain transactions (e.g., LaserAway; a director’s family employment) but none involving Dr. Alpern; the committee approved listed items per charter .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $120,000 |
| Committee chair/member fees | Not applicable for Dr. Alpern in 2024 (not a chair; not an Audit member) . |
| All other compensation | $52,051 (includes $25,000 charitable match and $10,334 spousal air travel taxes; also includes incremental cost of spousal travel for an overseas Board meeting) . |
| Deferred compensation earnings | $138,608 (Non-Employee Directors’ Fee Plan) |
| Total (2024) | $525,477 |
Notes on director fee plan mechanics:
- Fees may be taken in cash, as vested options (based on appraised fair value), deferred, or paid into an individual grantor trust; deferred/trust funds can track AbbVie stock equivalents or a guaranteed interest account. If necessary, AbbVie contributes to ensure the (net-of-tax) stock-equivalent account balance is at least 75% of the related AbbVie stock value at year-end (structural benefit) .
- Audit committee members receive an additional $10,000; Audit chair receives $30,000; other committee chairs receive $25,000; Lead Independent Director receives additional fees when applicable (not applicable to Dr. Alpern in 2024) .
Performance Compensation (Director Equity; structure and metrics)
| Element | 2024 Details | Performance Metrics |
|---|---|---|
| Annual RSU grant (vested RSUs) | Target grant-date value $215,000; 1,322 units granted in 2024 (value $214,818) | None disclosed for director equity; units are vested RSUs with dividend equivalents; settled in shares upon departure/death/change in control . |
| Stock options | None outstanding for directors as of Dec 31, 2024 | N/A |
No director performance-conditioned equity (e.g., PSUs with TSR/financial metrics) is disclosed; equity is delivered via vested RSUs with deferred settlement mechanics .
Other Directorships & Interlocks
| Company | Relationship to ABBV | Potential Interlock Consideration |
|---|---|---|
| Abbott Laboratories (ABT) – Director | Former parent of ABBV at spin (2013); ongoing large-cap healthcare peer | Board’s independence determination considered relationships where directors serve at entities with which AbbVie transacts; concluded no impairment of independence (applies to listed independent directors including Dr. Alpern) . |
| Tricida, Inc. – Former Director (2013–2023) | No disclosed ABBV related-party transactions | Not cited as a related-party transaction in 2024 disclosures . |
Expertise & Qualifications
- Medical/scientific expertise: Senior academic physician-scientist with leadership across two major U.S. medical schools; enhances oversight of R&D priorities and healthcare policy .
- Public policy/compliance/ESG: Membership on Public Policy & Sustainability aligns with oversight of regulatory trends, healthcare compliance, and ESG matters .
- Compensation oversight: Service on Compensation Committee supports pay governance (director/NEO plans, risk assessment, and advisor independence) .
Equity Ownership
| Item | Amount/Policy |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 34,443 shares (includes director RSUs) . Options exercisable: 0 . |
| RSUs outstanding (as of Dec 31, 2024) | 34,314 units |
| Hedging/Pledging | Directors are prohibited from hedging and from pledging AbbVie stock; incentive awards not assignable/pledgeable . |
| Director stock ownership guideline | 5x annual director fee within 5 years (director-specific compliance status not disclosed) . |
Governance Assessment
-
Strengths
- Independent status; robust attendance and engagement (≥75% for each director; 96% average; all attended annual meeting) .
- Highly relevant domain expertise for AbbVie’s R&D-centric strategy; positioned on Public Policy & Sustainability and Compensation committees where his background is additive .
- Anti-hedging/anti-pledging policy and director ownership guideline support alignment with shareholders .
-
Watch items / potential red flags
- “All Other” compensation includes spousal travel costs and related tax reimbursements ($10,334 for Dr. Alpern in 2024) and charitable matching ($25,000). While not unusual at large-caps, investors may scrutinize perquisite optics .
- Director fee plan includes a structural benefit (ensuring stock-equivalent account balance ≥75% of year-end stock value net of taxes), which can dilute pay-for-performance purity for directors choosing trusts/deferrals .
- External directorship at Abbott Laboratories (former parent) can raise interlock questions; the board explicitly evaluated potential relationships and affirmed independence .
-
2024–2025 signals
- Committee rotation from Nominations & Governance (2023) to Compensation (2024) suggests targeted deployment of board skills to pay oversight during CEO transition (CEO/Chair changes in 2024–2025) .
Appendix – Director Compensation Line-Items (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $120,000 |
| Restricted stock unit awards (grant-date fair value) | $214,818 |
| Option awards | $0 |
| Change in pension value and nonqualified deferred comp earnings | $138,608 |
| All other compensation | $52,051 (includes $25,000 charitable match and $10,334 spousal travel taxes; also includes incremental spousal travel costs) |
| Total (2024) | $525,477 |