Thomas J. Falk
AbbVieAbout Thomas J. Falk
Thomas J. Falk is the retired Chairman and Chief Executive Officer of Kimberly-Clark and was appointed as an independent Class III director of AbbVie on May 9, 2025; he serves on the Audit Committee and was affirmatively determined to be independent under NYSE and AbbVie guidelines He holds a bachelor’s degree in accounting from the University of Wisconsin and a master’s degree in management from Stanford Graduate School of Business . Falk previously served as Chairman & CEO of Kimberly-Clark for 16 years, concluding his 36‑year tenure on December 31, 2019 . Born in 1958, he is ~67 in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly‑Clark Corporation | Chairman & CEO | 2003–2019 (16 years) | Architect of Global Business Plan; operations and efficiency improvements; sustainability and diversity initiatives |
| Kimberly‑Clark Corporation | CEO | 2002–2003 | Led global strategy, portfolio and cost programs |
| Kimberly‑Clark Europe | CEO | Prior executive role | Turnaround of European operations |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lockheed Martin | Director; Independent Lead Director | Director since 2010; Lead Independent Director in 2024 | Governance leadership at S&P 500 company |
| Federal Reserve Bank of Dallas | Chair, Board of Directors | 2022–2024 (reappointed as chair for 2024) | Public interest oversight; board governance |
| Catalyst, Inc. | Director | Since 2009 | Workplace equity advocacy |
| Boys & Girls Clubs of America | National Governor | Ongoing | Non-profit leadership |
Board Governance
- Appointment, independence, and committee: AbbVie appointed Falk as Class III director on May 9, 2025; independent; Audit Committee member .
- Board effectiveness context: In 2024, AbbVie’s board held seven meetings; average attendance was 96%, and all directors attended ≥75% of meetings; all four major committees are fully independent . Lead Independent Director responsibilities include CEO evaluation, executive sessions, agenda guidance, and investor liaison .
- Committee structures: Audit (6 meetings; cybersecurity oversight; several “financial experts”), Compensation (4 meetings; independent consultant Semler Brossy), Nominations & Governance (4), Public Policy & Sustainability (4) .
Fixed Compensation
Director pay structure (latest proxy framework):
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $120,000 | Earned monthly; can elect cash, deferred, trust, or vested non‑qualified stock options (none outstanding at 12/31/24) . |
| Audit Committee Chair Fee | $30,000 | Other committee chairs: $25,000 . |
| Audit Committee Member Fee | $10,000 | For non‑chair members . |
| Lead Independent Director Fee | $25,000 | Earned while holding role . |
| Charitable Match | Up to $25,000 annually via AbbVie Foundation | Matches director charitable contributions . |
Notes:
- Non‑employee directors may defer fees or use grantor trusts; balances may be credited to AbbVie stock equivalents or guaranteed interest accounts .
- As of 12/31/24, no AbbVie stock options were outstanding for directors .
Performance Compensation
Director equity (non‑performance based) and delivery mechanics:
| Equity Type | Annual Grant | Vesting/Delivery | Change-of-Control/Termination |
|---|---|---|---|
| Restricted Stock Units (RSUs) | Target grant date value $215,000 (2024 equaled 1,322 units) | Vested RSUs; directors receive dividend equivalents; units are not accessible during service . | One share per RSU delivered upon retirement/termination, death, or change in control . |
Performance metrics do not apply to non‑employee directors; RSUs are time‑based with delivery at termination/change in control .
Other Directorships & Interlocks
| Company/Entity | Industry Relationship to AbbVie | Potential Interlock/Conflict Considerations |
|---|---|---|
| Lockheed Martin (Independent Lead Director) | Unrelated (Defense) | Low direct conflict; monitor time commitments and any government affairs overlaps. AbbVie governance guidelines include limits on number of other directorships to prevent overboarding . |
| Federal Reserve Bank of Dallas (Chair) | Public policy oversight | Not a commercial conflict; strong governance credentials; time commitment considerations . |
| Catalyst, Inc.; Boys & Girls Clubs of America | Non-profit | No apparent conflict; reputational positives for governance. |
Expertise & Qualifications
- Executive leadership and operations: 16 years as Chairman & CEO at Kimberly‑Clark; led global strategy, portfolio management, and efficiency programs .
- Finance and governance: Audit Committee membership at AbbVie and board leadership roles at Lockheed Martin and Dallas Fed .
- Education: BS in Accounting (UW–Madison); MS in Management (Stanford GSB) .
Equity Ownership
| Holding | Shares | Source |
|---|---|---|
| AbbVie common stock | 4,203 (as of May 8, 2025) | MarketScreener holdings snapshot. |
| AbbVie director RSUs (policy example) | 1,322 RSUs per non-employee director grant in 2024 (value $214,818) | Annual meeting grant policy; directors receive dividend equivalents; delivery at retirement/change‑in‑control . |
Ownership alignment policies:
- Directors must own AbbVie stock valued at five times (5x) the annual director fee within five years (or as practicable) .
- Hedging and pledging of AbbVie stock are prohibited for directors; robust clawback policy applies to incentive compensation .
Insider trading and arrangements:
- No director/officer Rule 10b5‑1 trading arrangements were adopted in Q1 2025 (pre‑appointment period) .
- As of this review, no specific Form 4 trades identified post‑appointment via public aggregators; continue monitoring SEC Form 4 filings.
Fixed Compensation
| Component | 2024/Policy Amount | Details |
|---|---|---|
| Board Retainer (cash) | $120,000 | Earned monthly; election to defer/pay via trust or vested options; options currently none outstanding . |
| Committee Chair (non‑audit) | $25,000 | Per chair per year . |
| Audit Committee Chair | $30,000 | Per year . |
| Audit Committee Member | $10,000 | Per year . |
| Lead Independent Director | $25,000 | Per year while serving . |
| Charitable Match | Up to $25,000 | AbbVie Foundation match . |
Performance Compensation
| Equity/Performance Element | Metric | Value/Outcome |
|---|---|---|
| Director RSUs | None (time‑based; delivery at termination/CoC) | 2024 grant: $215,000 target value; 1,322 units; dividend equivalents; delivery at termination/CoC . |
Governance Assessment
-
Strengths:
- Independence and Audit Committee assignment enhance financial oversight and risk management .
- AbbVie governance practices include independent committees, executive sessions, investor engagement, and strong policies on clawbacks, anti‑hedging and anti‑pledging .
- Board attendance and meeting cadence indicate effective oversight culture (96% average in 2024; all directors ≥75%) .
-
Watch items / potential red flags:
- Multiple leadership roles (Lockheed Martin lead independent director; Dallas Fed chair) raise overboarding/time‑commitment considerations; AbbVie has explicit limits on number of other directorships to mitigate this risk—monitor compliance and attendance post‑appointment .
- Director charitable match and occasional travel reimbursements (observed for some directors in 2024) warrant monitoring for optics and consistency with shareholder preferences .
- Ensure equity ownership guideline (5x fee) trajectory and no pledging/hedging; AbbVie’s policies prohibit these practices .
-
Shareholder signals:
- Say‑on‑pay support was 91.8% at the 2024 annual meeting, reflecting broad investor confidence in AbbVie’s compensation programs .
- Ongoing engagement disclosed around leadership changes, ESG, and governance (including supermajority vote proposal) .
Related Policies and Committee Analysis
- Compensation Committee and consultant: Semler Brossy engaged as independent advisor; no conflicts of interest; committee oversees director compensation design and benchmarking vs AbbVie’s Health Care Peer Group .
- Health Care Peer Group: Amgen, Bristol‑Myers Squibb, Eli Lilly, Gilead, GSK, Johnson & Johnson, Merck, Novartis, Pfizer .
Employment & Contracts
- As a non‑employee director, Falk is compensated under the AbbVie Non‑Employee Directors’ Fee Plan and the AbbVie Amended and Restated 2013 Incentive Stock Program .
- Director RSUs deliver upon termination/retirement, death, or change‑in‑control; clawback and anti‑hedging/anti‑pledging provisions apply .
Equity Ownership & Alignment Policies
- Stock ownership guidelines require non‑employee directors to own AbbVie stock valued at 5x annual director fee within five years (or as practicable) .
- Anti‑hedging and anti‑pledging: Directors prohibited from hedging or pledging AbbVie stock; broad and mandatory clawback policies in place .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 91.8% .
- Engagement topics included CEO transition, board leadership changes, committee chair refresh, political spending disclosure, and ongoing proposal to eliminate supermajority voting .
Equity Ownership (Insider Trades table)
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| May 9, 2025 | Form 8‑K (Item 5.02) | Appointment as director; Audit Committee | Independent determination; compensation per Non‑Employee Directors’ Fee Plan |
| Q1 2025 | AbbVie 10‑Q Item 5 | No director/officer trading arrangements adopted (pre‑appointment period) | Monitor future Form 4s for transactions |
Ongoing monitoring recommended for Form 4 filings post‑appointment and for compliance with ownership guidelines and AbbVie’s anti‑hedging/pledging policies .
Notes on Director Compensation Delivery Mechanics
- RSU Grant: Annual meeting grant to non‑employee directors; 2024 RSUs equated to 1,322 units valued at $214,818; dividend equivalents paid; RSUs deliver one share per unit upon termination or change in control .
- Fee Elections: Directors may elect cash, deferred fees, grantor trust contributions, or vested non‑qualified stock options (none outstanding at 12/31/24) .
Broader AbbVie Governance Context
- Independent committees, robust risk oversight (ERM under Audit Committee), and regular ESG governance by Board and committees .
- Lead Independent Director role is well‑defined with strong responsibilities .