William H.L. Burnside
Director at ABBV
Board
About William H.L. Burnside
Independent director of AbbVie since 2013; age 73; retired Senior Vice President and Director at The Boston Consulting Group (BCG), where he later served as an advisor from 2011–2023 . Current committee assignments: Audit and Public Policy & Sustainability; affirmed independent under NYSE standards . Education disclosed externally: undergraduate degree from Jesus College, Cambridge, and MBA from Harvard Business School . 2025 election outcome showed strong support (see Board Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Consulting Group | Senior Vice President & Director; Managing Partner, Los Angeles office | Managing Partner since 1987; earlier London and Chicago offices | Contributes corporate finance/capital markets expertise; strategic advisory across telecom, media, defense, financial services, manufacturing |
| The Boston Consulting Group | Advisor | 2011–2023 | Ongoing strategic counsel; global/domestic advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Audubon California | Director | Not dated in current proxy; prior disclosure | Nonprofit board role; external governance exposure |
No other public company directorships are disclosed for Burnside in AbbVie’s latest proxy .
Board Governance
- Independence: Board determined Burnside is independent; all audit, compensation, nominations & governance, and public policy & sustainability committees comprise independent directors .
- Committee assignments and cadence:
- Audit Committee member; 6 meetings in 2024 .
- Public Policy & Sustainability Committee member; 4 meetings in 2024 .
- Board activity: Board held 7 meetings in 2024; average attendance across directors was 96%, each director attended ≥75% of their board/committee meetings .
- Lead Independent Director transition: Roxanne S. Austin appointed Lead Independent Director in 2024; responsibilities include leading CEO evaluation, board/committee evaluations, presiding over executive sessions, calling independent director meetings, and agenda guidance .
- 2025 election results (signal of shareholder confidence):
- Burnside re-elected Class I director (term to 2028): For 1,219,911,544; Against 63,608,245; Abstain 2,130,012; Broker non-votes 242,314,197 .
- Board refreshment/governance signals: New directors added in the past two years; all new committee chairs appointed in July 2024 .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director fee plan |
| Committee chair fees | $25,000 (non-Audit); Audit Chair $30,000 | As applicable; Burnside not a chair in 2024 |
| Audit Committee member fee | $10,000 | For audit committee members |
| Lead Independent Director stipend | $25,000 (applies to lead director) | Paid to Tilton until July 1, 2024, then to Austin |
| Equity grant (RSUs) | $214,818 grant-date fair value; 1,322 RSUs | Granted at 2024 annual meeting; vested RSUs, deliver one share per unit upon retirement, death, or change in control |
| “All Other Compensation” | $25,000 | AbbVie Foundation charitable matching contribution |
| Options | $0; none outstanding | No stock options outstanding for directors as of 12/31/2024 |
Director-specific totals for 2024:
| Name | Fees Earned/Paid in Cash ($) | RSU Awards ($) | Option Awards ($) | Deferred Comp Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| W. Burnside | 130,000 | 214,818 | 0 | 0 | 25,000 | 369,818 |
Mechanics/deferral:
- Fees under the Non-Employee Directors’ Fee Plan may be paid in cash, delivered as vested NQ options (based on appraised fair value), deferred as unfunded obligation, or paid into a grantor trust; directors can elect stock-equivalent or guaranteed interest accounts; AbbVie may top up trusts to maintain ≥75% of market value net of taxes at year-end .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked director pay metrics | None disclosed; AbbVie’s non-employee director compensation consists of fixed cash retainers, committee fees, and annual RSU grants, not contingent on performance |
AbbVie’s performance metrics (Platform Revenue, Income Before Taxes, Operating Margin, ROA, ROIC, EPS/TSR) apply to executive incentives, not director compensation .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in AbbVie’s proxy |
| Prior public company boards | Not disclosed in current proxy for Burnside |
| Nonprofit/academic/private boards | Audubon California (prior proxy disclosure) |
| Interlocks or shared boards with AbbVie suppliers/customers | Board reviewed potential relationships and concluded no impairment of independence; some directors serve at entities with AbbVie relationships, but independence maintained |
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Corporate finance & capital markets | Extensive BCG senior leadership experience; contributes to forecasting/planning and M&A |
| Global strategy & risk planning | Strategic advisory across multiple industries and geographies |
| Human capital management, marketing | Board notes contributions in HCM and marketing perspectives |
| Education | Cambridge (Jesus College) undergraduate; Harvard Business School MBA |
Equity Ownership
| Metric | As of | Amount | Detail |
|---|---|---|---|
| Beneficial ownership (shares) | March 10, 2025 | 25,755 | Includes RSUs held under director plan; no options within 60 days |
| RSUs outstanding | Dec 31, 2024 | 25,755 | Non-employee director RSUs; cash dividends paid; shares delivered at separation/change in control |
| Stock options (within 60 days) | March 10, 2025 | 0 | None |
| Group ownership % | March 10, 2025 | Less than 1% (directors and officers as a group) | Aggregate disclosure; not broken out for individual directors |
| Ownership guidelines (directors) | Policy | 5x annual director fee within 5 years | Individual compliance not disclosed for directors |
Hedging/pledging:
- Directors and Section 16 officers are prohibited from hedging or pledging AbbVie stock; clawback applies to excess compensation upon restatement and for material Code violations .
Insider Trades (Form 4)
| Date Filed | Period of Report | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| May 13, 2025 | May 9, 2025 | Acquisition (A) – RSUs | 1,203 | $0.00 | Director RSUs under AbbVie 2013 Incentive Stock Program; payable 1:1 in stock at separation/change in control; dividend equivalents paid |
| May 7, 2024 | May 3, 2024 | Acquisition (A) – RSUs | 1,203 | $0.00 | Director RSUs; same delivery terms and footnote explanations |
Nasdaq and third-party trackers echo similar counts and “A” type RSU acquisitions; rely primarily on AbbVie/EDGAR filings above .
Governance Assessment
- Alignment and independence: Strong independence posture; no related-party transactions disclosed implicating Burnside; Board’s independence reaffirmed even where directors serve at entities interacting with AbbVie .
- Engagement and attendance: Board-level engagement high (96% average); Burnside sits on committees central to risk, compliance, ESG oversight (Audit; Public Policy & Sustainability) .
- Compensation mix: Director pay balanced with fixed cash plus annual RSUs; RSUs structured as vested units with deferred delivery, supporting long-term alignment and discouraging short-termism; no performance-linked pay for directors (reduces incentive for risky behavior) .
- Ownership/skin-in-the-game: Significant RSU holdings (25,755); delivery deferred until departure/change in control; directors subject to 5x fee ownership guideline (individual compliance not disclosed) .
- Shareholder confidence: 2025 re-election vote strongly supportive (For 1.22B vs. 63.6M Against); 2025 say-on-pay also supported (vote counts provided), and 2024 say-on-pay had 91.8% approval .
- Compensation oversight/conflicts: Use of independent consultant (Semler Brossy) with no other services in 2024; committee concluded no consultant conflicts .
RED FLAGS and Risk Indicators
- Hedging/pledging: Prohibited for directors—reduces alignment risk .
- Say-on-pay: Consistently strong approvals; no low vote signals .
- Related-party transactions: None disclosed involving Burnside; Board independence assessment noted no impairments .
- Option repricing/tax gross-ups: No director options outstanding; no excise tax gross-ups in executive program; strong clawback policy .
- Attendance concerns: None indicated at the board level (aggregate) .
Overall, Burnside’s long-tenured strategic/finance background, committee placements in Audit and Public Policy & Sustainability, RSU-based equity alignment, and strong shareholder support provide positive governance signals; no material conflicts or engagement issues are disclosed .