Claire Babineaux-Fontenot
ABBOTT LABORATORIESAbout Claire Babineaux-Fontenot
Independent director of Abbott Laboratories since 2022; age 60. Currently CEO of Feeding America (since 2018) and founder of CBF Consulting Group (since 2017). Prior senior finance leadership at Walmart (Global Treasurer; Chief Tax Officer), bringing expertise in governance, supply chain and infrastructure, global risk management, and corporate finance/accounting to Abbott’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | Executive Vice President & Global Treasurer | 2014–2017 | Led global treasury; expertise in risk management and corporate finance |
| Walmart Inc. | Senior Vice President & Chief Tax Officer | 2007–2014 | Led tax strategy and compliance; corporate finance/accounting experience |
| Walmart Inc. | Vice President of Audits & Tax Policy | 2004–2007 | Oversight of audits and tax policy |
| CBF Consulting Group, LLC | Founder | Since 2017 | Business consulting; organizational governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Feeding America | Chief Executive Officer | Since 2018 | Organizational governance, strategic planning, supply chain/infrastructure management |
| New York Life Insurance Company | Director | Current | Financial services governance (disclosed current board service) |
| Charah Solutions, Inc. | Director | 2018–2019 | Prior public company board service |
Board Governance
- Independence: Board determined Claire Babineaux-Fontenot is independent under NYSE standards after evaluating any material relationships (including sales, purchases, or contributions to entities where nominees or family members serve) and found no relationships impairing independence .
- Abbott Board committees are governed by written charters; all members of Audit, Compensation, Nominations & Governance, and Public Policy committees are independent .
- Committee assignments: Audit Committee (Member); Public Policy Committee (Member) .
- Meetings/Attendance: Board met 8 times in 2024; average director attendance 99%, and each director attended at least 75% of Board and committee meetings; all directors attended the annual shareholders meeting .
- 2024 committee meetings: Audit 7; Compensation 3; Nominations & Governance 4; Public Policy 4; Executive 0 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $132,000 | Monthly director fee $10,500 plus Audit member fee $500/month (=$126,000 + $6,000) |
| Stock Awards ($) | $199,892 | Annual grant of vested RSUs valued at $200,000 (rounded down) in 2024; 1,866 units; calculated as average of high/low price on grant date |
| Option Awards ($) | $0 | Directors may elect options in lieu of cash; none elected by Claire in 2024 |
| Change in Pension Value/Nonqualified Def. Comp. Earnings ($) | $0 | Includes reportable interest credited under the fee plan/trust if applicable |
| All Other Compensation ($) | $25,000 | Charitable matching contributions up to $25,000 annually |
| Total ($) | $356,892 | Sum of components above |
Additional compensation structure details:
- Fee Plan elections: Cash; vested non-qualified stock options; deferred (non-funded); or paid currently into an individual grantor trust. Deferred/trust balances may be allocated to a guaranteed interest account or a stock equivalent account that earns the same return as if invested in Abbott shares. Abbott may contribute to the director’s trust to ensure the stock equivalent account balance (net of taxes) is not less than 75% of the market value of the related common shares at year-end .
- Chair fees: Audit Chair $2,500/month; Compensation Chair $2,083.33/month; Nominations & Governance Chair $1,250/month; Public Policy Chair $1,250/month; Lead Independent Director $3,333.33/month. Effective May 1, 2025, Nominations & Governance Chair and Public Policy Chair fees increase to $2,083.33/month .
Performance Compensation
| Metric/Feature | Disclosed Terms |
|---|---|
| Performance-based pay elements for directors | Not described; director equity is granted as vested restricted stock units with fixed grant values, not contingent on financial/TSR metrics |
| Dividends on RSUs | Cash payments equal to dividends paid on shares covered by the units |
| RSU settlement | One common share per RSU paid upon termination, retirement, death, or change in control |
Abbott’s proxy describes time-based, vested RSUs for directors and does not disclose performance metrics tied to director compensation, indicating director equity grants are not performance-conditioned .
Other Directorships & Interlocks
| Company | Relationship | Status/Notes |
|---|---|---|
| New York Life Insurance Company | Director | Current external public company board service |
| Charah Solutions, Inc. | Director | Prior public company board service (2018–2019) |
- Conflict safeguards: Abbott’s independence determination considered whether nominees (or family) are officers or on boards of entities to which Abbott sells products, makes contributions, or from which it purchases products/services; concluded independence for Claire .
- Governance limits: Directors must limit other public-company board service to avoid conflicts; must notify Abbott before accepting new public-company directorships; no director may serve on the board of an Abbott competitor .
Expertise & Qualifications
- Governance, strategic planning, supply chain, and infrastructure management (from Feeding America CEO role) .
- Global risk management, corporate finance, and accounting for multinational public companies (from Walmart finance leadership roles) .
Equity Ownership
| Item | As of Jan 31, 2025 | Notes |
|---|---|---|
| Shares Beneficially Owned | 3,682 | Includes RSUs held/payable upon retirement as disclosed |
| Stock Options Exercisable within 60 days | 0 | — |
| Stock Equivalent Units (Fee Plan) | 0 | — |
| RSUs Outstanding (Dec 31, 2024) | 3,682 | RSUs for non-employee directors outstanding |
| Ownership as % of outstanding | <1% (no director >1%) | Directors/executives as a group own <1% |
| Pledged Shares | None (directors/executives) | No pledging, reducing alignment risk concerns |
| Stock Ownership Guidelines | 5× annual director fees earned/paid in cash, to be met within five years of becoming a director | All directors with ≥5 years tenure meet/exceed guidelines; Claire joined in 2022 and remains within the compliance window |
Governance Assessment
- Strengths: Independent director with audit committee service and public policy oversight; relevant expertise in risk management, finance, and supply chain/governance; strong board-level attendance culture (99% average; all directors ≥75%; all attended annual meeting) .
- Compensation alignment: Mix of fixed cash fees and time-based vested RSUs; ability to defer into stock-equivalent accounts creates long-term alignment; annual equity grant value $200,000 in 2024 (increasing to $210,000 effective 2025), RSUs settle on departure, maintaining an ownership mindset .
- Ownership/skin-in-the-game: Beneficial ownership disclosed (3,682 shares/RSUs); no pledging; formal ownership guideline 5× annual cash fees within five years, with Claire still within her five-year window .
- Committee workload/engagement: Audit Committee met 7 times; Public Policy 4 times in 2024—areas aligned to her expertise; Board oversight spans strategy, human capital, and risk, with independent committees and annual charter reviews .
- Potential conflicts and red flags:
- RED FLAGS observed: None disclosed—no pledging; independence affirmed after evaluating sales, purchases, and contributions involving entities linked to director nominees; consultants (Meridian) deemed independent by Compensation Committee .
- Watch items: As CEO of Feeding America and director of New York Life, any significant transactions or contributions with Abbott would be evaluated under Abbott’s independence and governance policies; Abbott requires pre-clearance of new public-company directorships and prohibits service on competitor boards .