Susan E. Quaggin
Director at ABBV
Board
About Susan E. Quaggin
Susan E. Quaggin, M.D., age 61, has served as an independent director of AbbVie since 2023. She is the Irving S. Cutter Professor of Medicine at Northwestern University Feinberg School of Medicine, Chair of the Department of Medicine since 2023, and Director of the Feinberg Cardiovascular and Renal Research Institute since 2013, with prior leadership as President of the American Society of Nephrology (2021–2022) and current council member of the Association of American Physicians, bringing medical/scientific depth to AbbVie’s R&D oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern University Feinberg School of Medicine | Irving S. Cutter Professor of Medicine | Current | Medical/scientific leadership supporting insight into healthcare environment and R&D |
| Northwestern University Feinberg School of Medicine | Chair, Department of Medicine | 2023–present | Departmental leadership and strategic oversight |
| Feinberg Cardiovascular & Renal Research Institute | Director | 2013–present | Cardiovascular/renal research leadership |
| American Society of Nephrology | President | 2021–2022 | Professional society leadership |
| Association of American Physicians | Council Member | Current | Academic medicine governance |
External Roles
| Organization Type | Organization | Role | Tenure |
|---|---|---|---|
| Academic | Northwestern University Feinberg School of Medicine | Irving S. Cutter Professor; Chair of Medicine | Current; 2023–present |
| Research Institute | Feinberg CV & Renal Research Institute | Director | 2013–present |
| Professional Society | American Society of Nephrology | President | 2021–2022 |
| Professional Society | Association of American Physicians | Council Member | Current |
No other public company directorships are disclosed in AbbVie’s proxy biography for Dr. Quaggin .
Board Governance
- Committee assignments: Public Policy & Sustainability Committee member; 2024 membership included Chair M. Meyer and members R. Alpern, R. Austin, W. Burnside, S. Quaggin, R. Roberts; the committee met 4 times in 2024 .
- Independence: The Board determined Dr. Quaggin is independent under NYSE listing standards (alongside all committee members); independence vetted against AbbVie’s guidelines and potential relationships; none impaired independence .
- Attendance and engagement: The Board held 7 meetings in 2024; average director attendance was 96%, and each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: AbbVie has maintained a Lead Independent Director since inception; independent directors regularly meet in executive session .
- Stock ownership guidelines: Non‑employee directors must own AbbVie stock valued at 5× the annual director fee within five years of joining the Board (or as soon as practicable thereafter) .
- Related person transactions oversight: Nominations & Governance Committee reviews and approves related person transactions ≥$120,000 and considers factors including independence impact; example disclosed for an executive’s family interest was reviewed/approved (not involving Dr. Quaggin) .
Fixed Compensation
| Metric | 2023 ($) | 2024 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 20,000 | 120,000 |
| Restricted Stock Unit Awards (grant-date fair value) | 0 | 214,818 |
| Option Awards | 0 | 0 |
| Deferred Compensation Earnings | 0 | 1,679 |
| All Other Compensation | 4,000 | 15,424 |
| Total | 24,000 | 351,921 |
Notes:
- Director fee plan: $120,000 annual retainer; committee chair fees $25,000 (audit chair $30,000); audit committee members receive $10,000; Lead Independent Director received $25,000 from July–December 2024 following mid‑year transition; directors can elect fees in cash, vested non‑qualified stock options, defer into an unfunded obligation or grantor trust; trusts may be credited to stock equivalent or guaranteed interest accounts, with AbbVie topping up to 75% of market value net of taxes at year‑end if needed .
- All other compensation includes AbbVie Foundation charitable matching (up to $25,000 annually); Dr. Quaggin’s match was $4,000 in 2023 and $10,000 in 2024; 2024 also includes reimbursement for certain taxes related to spousal air travel ($5,424 for Dr. Quaggin) associated with an overseas Board meeting/tour near an AbbVie manufacturing facility .
Performance Compensation
| Equity Element | 2023 | 2024 |
|---|---|---|
| Annual Director RSUs Granted | None | 1,322 RSUs; target grant value $215,000; reportable $214,818 |
| RSUs Outstanding (12/31) | 0 | 1,322 |
| Dividends on RSUs | Cash equal to dividends paid on covered shares; units are otherwise inaccessible during Board service | |
| Settlement Triggers | One share per RSU upon termination/retirement, death, or change in control |
AbbVie reports no director stock options outstanding as of 12/31/2024 .
Director RSU grants are fixed-value awards, not tied to performance metrics; AbbVie’s executive pay program uses financial/relative performance metrics, but these do not apply to non‑employee directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Quaggin |
| Private/nonprofit/academic boards | Academic leadership and professional societies noted above |
| Interlocks/potential conflicts | None disclosed for Dr. Quaggin; AbbVie’s related party transaction policy governs reviews to protect independence |
Expertise & Qualifications
- Extensive medical/scientific expertise in nephrology/cardiovascular and renal research; deep knowledge of the healthcare environment informed by academic leadership roles .
- Key Board contribution: Valuable insight on AbbVie’s R&D initiatives and broader healthcare trends .
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Shares Beneficially Owned (as of March 10, 2025) | 1,322 |
| Stock Options Exercisable within 60 days | 0 |
| RSUs Outstanding (as of Dec 31, 2024) | 1,322 |
Policies and alignment:
- Directors and Section 16 officers are prohibited from hedging or pledging AbbVie stock; no long‑term incentive awards may be pledged/encumbered; transactions in company stock require Legal pre‑clearance for certain personnel .
- Non‑employee director ownership guideline: 5× annual director fee within five years of joining the Board .
Governance Assessment
- Strengths: Independence confirmed; strong medical/science background directly relevant to biopharma R&D oversight; service on Public Policy & Sustainability Committee provides governance coverage across compliance, regulatory trends, ethics, political contributions, and ESG matters; committee met 4 times in 2024 under a formal charter .
- Compensation mix: Majority of 2024 director compensation in equity RSUs ($214,818) with standardized cash retainer ($120,000), supporting long‑term alignment; no stock options outstanding for directors .
- Ownership alignment: RSUs outstanding (1,322) and guideline of 5× annual fee promote alignment over time; company prohibits hedging and pledging, further supporting investor alignment .
- Attendance/engagement: High Board engagement (7 meetings; 96% average attendance; all directors ≥75% and attended annual meeting) supports effective oversight .
- RED FLAGS: None disclosed specific to Dr. Quaggin regarding related‑party transactions, hedging/pledging, low attendance, or option repricing; note that “All Other Compensation” includes charitable match ($10,000 in 2024) and spousal air travel tax reimbursement ($5,424) tied to an overseas Board visit—common but worth monitoring for optics given evolving investor preferences .
- Committee process quality: Director compensation reviewed annually by the Compensation Committee with an independent consultant; the committee’s consultant (Semler Brossy) reports directly, meets in executive session, and performs no other work for AbbVie—reducing consultant conflicts .