Thomas C. Freyman
About Thomas C. Freyman
Independent director at AbbVie since 2020; age 70. Retired Executive Vice President, Finance and Administration at Abbott Laboratories; previously Chief Financial Officer and Executive Vice President, Finance (first appointed CFO and SVP, Finance in 2001). Brings deep finance/accounting expertise, complex accounting experience, manufacturing oversight, and continuity on Allergan businesses following AbbVie’s acquisition; independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | Executive Vice President, Finance and Administration | 2015–2017 | Senior leadership over finance/admin functions; complex accounting and financial planning expertise |
| Abbott Laboratories | Chief Financial Officer; Executive Vice President, Finance (first appointed CFO/SVP Finance in 2001) | 2001–(subsequent years) | Extensive finance leadership; risk, manufacturing, EHS oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allergan plc | Director | 2018–2020 | Provided continuity and knowledge of Allergan businesses post acquisition by AbbVie |
| Tenneco Inc. | Director | 2013–2022 | Global manufacturing and EHS oversight exposure |
| Hanger, Inc. | Director | 2017–2022 | Industry and board governance experience |
Board Governance
- Independence: Board determined Mr. Freyman is independent under NYSE listing standards; no material relationships impairing independence.
- Committee assignments:
- Nominations & Governance Committee, Chair (6 members; 4 meetings in 2024; oversees director nominations, governance guidelines, board/management evaluations, succession planning).
- Compensation Committee, Member (6 meetings?—committee held 4 meetings in 2024; oversees executive and director pay; uses independent consultant).
- Executive Committee, Member (may exercise Board authority except matters reserved by law).
- Attendance and engagement: Board held seven meetings in 2024; average director attendance 96%; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Board/ESG oversight context: Independent committees (Audit, Compensation, Nominations & Governance, Public Policy & Sustainability) with robust charters and risk/ESG oversight; independent directors meet in executive session; anti-hedging/anti-pledging policies apply to directors.
- Years of service on AbbVie Board: Director since 2020.
Fixed Compensation
2024 non-employee director pay (AbbVie Non-Employee Directors’ Fee Plan and Amended & Restated 2013 Incentive Stock Program):
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $120,000 | Standard director fee |
| Committee chair fee | $25,000 | Chair fee (Audit chair is $30,000; N&G chair eligible for $25,000) |
| Audit committee member fee | $0 | Not on Audit Committee; audit members receive $10,000 |
| Lead Independent Director fee | $0 | Not Lead Independent Director; role carried by Mr. Tilton until 7/1/24 and then Ms. Austin ($25,000 each pro rata) |
| Total fees earned or paid in cash | $147,500 | As reported for T. Freyman |
| All other compensation | $20,000 | AbbVie Foundation charitable match on director’s contributions |
| Options | $0 | No stock options outstanding for directors as of 12/31/2024 |
| Total 2024 compensation | $382,318 | Sum of components as reported |
Compensation mix signal: cash $147,500 (≈38.6%), equity grant-date value $214,818 (≈56.2%), other $20,000 (≈5.2%), indicating alignment toward equity while maintaining cash retainer for service. Percentages derived from cited amounts.
Performance Compensation
AbbVie’s director equity is service-based RSUs; no performance-conditioned director awards disclosed.
| Equity Award Feature (Directors) | Detail |
|---|---|
| Annual RSU grant (2024) | Target grant-date value $215,000; 1,322 RSUs granted (reportable $214,818) |
| Dividend treatment | Cash payments equal to dividends paid; no access to RSUs during Board service |
| Delivery/vesting | Upon termination/retirement, death, or change in control, one share per RSU delivered |
| Options | No AbbVie stock options outstanding for directors as of 12/31/2024 |
Compensation governance context (signals):
- Compensation Committee uses independent consultant (Semler Brossy); consultant performs no other services; committee determined no conflict.
- Director ownership guideline: 5x annual director fee, to be met within five years or as practicable.
Other Directorships & Interlocks
| Company | Relationship to ABBV | Interlock/Conflict Note |
|---|---|---|
| Allergan plc (Director, 2018–2020) | Acquired by AbbVie in 2020 | Provides continuity/knowledge of Allergan businesses; Board confirmed independence after considering relationships where directors serve on companies that transact with AbbVie. |
| Tenneco Inc. (Director, 2013–2022) | No disclosed ABBV transaction | Manufacturing/EHS oversight experience; no independence impairment disclosed. |
| Hanger, Inc. (Director, 2017–2022) | No disclosed ABBV transaction | Board governance experience; no independence impairment disclosed. |
Expertise & Qualifications
- Health care industry; corporate governance/public company board; finance/accounting; leadership; global business/strategy; government/regulatory oversight. (Skills matrix indicates Mr. Freyman possesses these priority skills for AbbVie’s oversight needs.)
- Key contributions: Extensive finance/accounting expertise; continuity across Allergan businesses; manufacturing and EHS oversight from Tenneco board experience; risk and financial planning expertise.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of 3/10/2025) | 133,430 | Includes RSUs held by non-employee directors per table notes; shared voting/investment power over 7,882 shares. |
| Stock options exercisable within 60 days | 0 | As disclosed |
| RSUs outstanding (as of 12/31/2024) | 8,207 | Director RSUs outstanding balance |
| Ownership as % of shares outstanding | <1% (directors and executives as a group) | Individual % not provided; group owns <1% |
| Pledging/Hedging | Prohibited for directors and Section 16 officers | Policy prohibits hedging and pledging; transactions must be pre-cleared. |
| Director ownership guideline | 5x annual director fee | Guideline applies to all non-employee directors; compliance status not individually disclosed. |
Insider Trading Activity: Attempted to retrieve Thomas C. Freyman’s ABBV Form 4 filings; data access returned an authorization error, so no incremental Form 4 detail can be provided beyond proxy ownership disclosures. (Sought ABBV insider trades for “Thomas C. Freyman” from 2024-01-01 to 2025-11-19.)
Governance Assessment
-
Strengths
- Independent director with deep finance/accounting and risk oversight credentials; serves as Chair of Nominations & Governance, central to board refreshment, evaluations, succession planning.
- Active committee roles (Compensation; Executive Committee), supporting alignment of pay practices and governance processes; independent compensation consultant in place; no consultant conflicts.
- Strong board attendance culture (96% average) and executive sessions for independent directors; robust anti-hedging/anti-pledging and clawback frameworks; director ownership guidelines promote alignment.
- Shareholder signals: Say-on-Pay approval 91.8% in 2024; management proposal to eliminate supermajority voting reflects responsiveness to governance feedback.
-
Watch items
- Historical interlock with Allergan (pre-acquisition) is a continuity benefit but warrants ongoing monitoring of related-party exposure; Board’s annual independence determination explicitly considered director relationships and found no impairment.
- Combined Chair/CEO structure set to continue (effective July 1, 2025), mitigated by a Lead Independent Director with robust responsibilities; governance teams should continue to assess independent oversight effectiveness.
-
Compensation signals
- Director pay balanced between cash retainer and RSU grants; RSUs deliver upon termination/retirement/change in control and accrue dividends in cash—no performance conditions disclosed for director equity, which is typical but reduces direct pay-for-performance linkage for directors.
- No options outstanding for directors; simplified equity structure lowers risk of option repricing concerns.
Overall, Mr. Freyman’s governance profile indicates high board effectiveness in nominations/governance oversight, solid independence and ownership alignment, and meaningful finance expertise beneficial to AbbVie’s risk and strategic oversight. No related-party transactions or conflict red flags are disclosed in the proxy, and board-level policies (anti-hedging/pledging, clawback, ownership guidelines) support investor confidence.