Roxanne S. Austin
AbbVieAbout Roxanne S. Austin
Roxanne S. Austin is AbbVie’s Lead Independent Director, serving on the Audit, Compensation, Nominations & Governance, and Public Policy & Sustainability Committees; she has been a director since 2013 and is 64 years old . The Board has determined she is independent under NYSE standards, and designated her as an “audit committee financial expert”; the Board held seven meetings in 2024 with 96% average attendance, and all directors (including Austin) attended at least 75% of meetings and the 2024 annual meeting . As Lead Independent Director, her responsibilities include leading CEO succession planning, presiding over executive sessions, guiding agendas, and leading the annual Board and committee evaluation process; she received nearly 94% votes in favor at her most recent re‑election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Investment Advisors | President | Current | Private investment and consulting; board leadership experience |
| EQT Partners (U.S. Mid-market Investment Advisory Committee) | Chair | 2017–2023 | Mid-market investment oversight |
| Move Networks, Inc. | President & CEO | Prior | Led internet TV services provider |
| DIRECTV, Inc. | President & COO | Prior | Operating leadership at major media company |
| Hughes Electronics Corporation | EVP & CFO | Prior | Financial leadership at technology/telecom parent |
| Deloitte & Touche LLP | Partner | Prior | Audit/accounting expertise |
External Roles
| Company | Role | Tenure/Status | Notes (Interlocks/Exposure) |
|---|---|---|---|
| CrowdStrike Holdings, Inc. | Director | Current | Cybersecurity expertise; relevant to AbbVie’s cyber risk oversight |
| Freshworks Inc. | Director | Current | Enterprise software; potential vendor ecosystem exposure |
| Verizon Communications Inc. | Director | Current | Telecom infrastructure; potential vendor ecosystem exposure |
| Abbott Laboratories | Director | 2000–2022 | Former parent of AbbVie; not current |
| Teledyne Technologies, Inc. | Director | 2006–2021 | Prior board experience |
| Target Corporation | Director | 2002–2020 | Prior board experience |
| Telefonaktiebolaget LM Ericsson | Director | 2008–2016 | Prior board experience |
Board Governance
- Committee memberships: Audit (member; financial expert), Compensation (member), Nominations & Governance (member), Public Policy & Sustainability (member); Executive Committee member .
- Committee meeting cadence (2024): Audit (6), Compensation (4), Nominations & Governance (4), Public Policy & Sustainability (4) .
- Independence and attendance: Board determined Austin independent; 2024 average attendance 96%; each director ≥75%; all directors attended 2024 annual meeting .
- Lead Independent Director: robust responsibilities including leading CEO succession, presiding over executive sessions, and guiding evaluations; nearly 94% support at most recent re‑election .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Member | 6 | Board determined Austin is an “audit committee financial expert” |
| Compensation | Member | 4 | Reviews director pay and equity plans; engages independent consultant |
| Nominations & Governance | Member | 4 | Oversees board evaluations, succession, governance guidelines |
| Public Policy & Sustainability | Member | 4 | Oversees compliance, sustainability, public policy |
| Executive Committee | Member | As needed | May exercise Board authority except matters reserved by law |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $162,500 | Base director fee $120,000; audit committee members $10,000; Lead Independent Director fee $25,000 (Austin appointed July–Dec 2024) |
| “All Other” compensation | $79,350 | Includes charitable match up to $25,000 (Austin received $25,000) and reimbursement for certain taxes on spousal air travel ($28,301 for Austin); also incremental spousal travel costs for overseas board meeting |
- Fee plan terms: Audit Chair receives $30,000; other committee chairs $25,000; audit committee members $10,000; Lead Independent Director $25,000; directors may elect cash, deferred fees, or delivery via vested non‑qualified stock options; deferred fees may be credited to stock equivalent or guaranteed interest accounts .
Performance Compensation
| Equity Element | 2024 Grant/Status | Terms |
|---|---|---|
| Annual RSU grant (2024) | 1,322 units; reportable fair value $214,818 | Target grant date value $215,000; directors receive cash dividends on units; units not accessible during service; settled one share per unit upon separation/retirement/death/change in control |
| Options | $0 awards; no AbbVie options outstanding for directors as of 12/31/2024 | Directors may elect fees in vested options, but none were outstanding year‑end 2024 |
| RSUs outstanding (12/31/2024) | 25,755 units (Austin) | Time‑based; dividend equivalents; settle upon qualifying events |
Other Directorships & Interlocks
| Entity | Nature | Governance relevance |
|---|---|---|
| CrowdStrike (Director) | Cybersecurity vendor ecosystem | Supports AbbVie’s cyber risk oversight; Austin provides IT/cyber expertise |
| Freshworks (Director) | Enterprise software vendor ecosystem | Potential information flow; AbbVie evaluates director relationships for independence |
| Verizon (Director) | Telecom vendor ecosystem | Potential information flow; Board concluded no impairment of independence after review |
Expertise & Qualifications
| Skill | Austin |
|---|---|
| Health Care Industry | Yes |
| Leadership | Yes |
| Global Business & Strategy | Yes |
| Corporate Governance & Public Company Board | Yes |
| Finance or Accounting | Yes |
| Government Relations & Regulatory | Yes |
| Marketing/Sales | Yes |
- Designated audit committee financial expert by the Board .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of 03/10/2025) | 37,255 | Includes directors’ RSUs per footnote; stock options exercisable within 60 days: 0 |
| RSUs outstanding (12/31/2024) | 25,755 | Director RSUs per plan |
| Ownership guidelines (directors) | 5× annual director fee; five years to comply | Anti‑hedging and anti‑pledging policies in effect |
| Group ownership | Directors and executive officers as a group own <1% of AbbVie shares | — |
Insider Trades (Form 4 Filings)
| Date (Period of Report) | Form | Summary | Source |
|---|---|---|---|
| May 9, 2025 | Form 4 | Annual director RSU grant reported; settled one‑for‑one in shares at separation per plan | |
| May 7, 2024 | Form 4 | Annual director RSU grant reported; settled one‑for‑one in shares at separation per plan | |
| May 9, 2023 | Form 4/A | Amended filing; details within filing |
Governance Assessment
-
Strengths:
- Independent director with robust Lead Independent Director remit (succession, executive sessions, CEO evaluation, agenda guidance), enhancing board oversight during leadership transitions and M&A integration .
- Multi‑committee member and Board‑designated audit financial expert; deep finance, operating, and cyber/IT expertise relevant to AbbVie’s risk profile .
- High board effectiveness indicators: independence determination affirmed; strong attendance; comprehensive committee cadence; stockholder support (Austin ~94% re‑election; Say‑on‑Pay 91.8%) .
- Conservative equity practices: anti‑hedging/pledging; director ownership guidelines (5× annual fee); no director options outstanding at year‑end 2024 .
-
Watch items / potential red flags:
- Overboarding risk monitoring: Austin serves on three other public boards in addition to AbbVie; AbbVie has adopted governance limits to prevent overboarding .
- Perquisites optics: “All Other” compensation includes charitable matching ($25,000) and tax reimbursements for spousal air travel ($28,301); while modest, investors may scrutinize perquisite policy and tax treatment .
- Vendor/director interlocks: Freshworks and Verizon are in ecosystems relevant to AbbVie operations; the Board reviewed director relationships and concluded independence not impaired, but ongoing monitoring is prudent .
-
Compensation mix & alignment (2024):
- Cash fees $162,500; RSU grant fair value $214,818; no options outstanding; total reported $456,668, consistent with emphasis on equity alignment over options and with director ownership guidelines .
Notes on Compensation Committee & Pay Governance
- Austin serves on the Compensation Committee, which engages an independent compensation consultant (Semler Brossy) solely for compensation matters; the committee annually reviews director pay, benchmarks against AbbVie’s Health Care Peer Group, and oversees equity plans .
- AbbVie’s governance highlights include anti‑hedging/anti‑pledging, majority voting, proxy access, and annual board/committee self‑assessments; directors on all key committees are independent .