Michael Roman
ABBOTT LABORATORIESAbout Michael F. Roman
Independent director at Abbott Laboratories since 2021; age 65. Former Executive Chairman and Chairman/President/CEO of 3M, bringing deep manufacturing, supply chain, technology, finance, corporate strategy and risk management experience. At Abbott, Roman serves on the Compensation Committee, chairs the Public Policy Committee, and is a member of the Executive Committee .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3M Company | Executive Chairman of the Board | May 2024 – Mar 2025 | Oversight of global manufacturing/technology company |
| 3M Company | Chairman, President & CEO | May 2019 – Apr 2024 | Led multinational operations, strategy, and risk |
| 3M Company | Chief Executive Officer | Jul 2018 – May 2019 | CEO prior to elevation to Chairman |
| 3M Company | Chief Operating Officer & EVP | Jul 2017 – Jun 2018 | Direct responsibilities for five business groups and international operations |
| 3M Company | EVP, Industrial Business Group | Jun 2014 – Jul 2017 | Led large P&L within diversified industrial portfolio |
| 3M Company | SVP, Business Development | May 2013 – Jun 2014 | Corporate development leadership |
| 3M Company | VP & GM, Industrial Adhesives & Tapes | Sep 2011 – May 2013 | Global product/business leadership |
External Roles
| Organization | Role | Status | Potential Interlock/Overlap |
|---|---|---|---|
| 3M Company (NYSE: MMM) | Executive Chairman | May 2024 – Mar 2025 | Industrial/manufacturing exposure; no Abbott-related RPTs disclosed |
Board Governance
- Committee assignments: Compensation (Member), Public Policy (Chair), Executive (Member) .
- Independence: Board determined Roman independent under NYSE rules; Board considered potential relationships and found no impairment of independence .
- Meetings and attendance: Board met 8 times in 2024; average director attendance 99%; each director attended at least 75% of Board and applicable committee meetings . Committee meetings in 2024: Audit 7; Compensation 3; Nominations and Governance 4; Public Policy 4; Executive 0 .
- Lead Independent Director and executive sessions occur at each regularly scheduled Board meeting; fully independent key committees .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $126,000 | $10,500/month for non‑employee directors |
| Committee chair fee (Public Policy) | $15,000 | $1,250/month (scheduled to increase to $2,083.33/month effective May 1, 2025) |
| Committee member fees | $0 | Audit members receive $500/month; Roman is on Compensation and Public Policy, not Audit |
| Total fees earned (2024) | $141,000 | Shown in Director Compensation table for Roman |
Performance Compensation
| Component | Grant Date | Units/Shares | Grant Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| Director RSUs | 2024 annual grant | 1,866 units | $199,892 | RSUs are vested at grant; directors receive cash equal to dividends; one share delivered per unit upon termination/retirement/change in control |
| Stock options | N/A | N/A | $0 | No option awards for Roman in 2024 |
No performance metrics are tied to non‑employee director RSU grants; equity is structured for alignment via share delivery upon separation and dividend equivalency .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Notes |
|---|---|---|---|
| 3M Company | Executive Chairman; prior Chairman/President/CEO | Not disclosed in Abbott proxy | Industrial sector; no Abbott‑related party transactions disclosed |
- Abbott policy bars directors from serving on competitor boards; new external directorships must be pre‑cleared for conflicts .
Expertise & Qualifications
- Extensive leadership of a multinational public company with multiple businesses; significant manufacturing, supply chain, technology, and finance experience; insights into corporate strategy and risk management .
- Fits Abbott board skills matrix across global strategy/operations, risk, and technology .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 6,843 | As of Jan 31, 2025 |
| Stock options exercisable within 60 days | 0 | As of Jan 31, 2025 |
| Stock equivalent units (Fee Plan) | 4,670 | As of Jan 31, 2025 |
| RSUs outstanding (director grants) | 6,783 | RSUs outstanding at Dec 31, 2024 |
| Ownership % of shares outstanding | <1% | No director beneficially owns >1%; group <1% |
| Hedging/pledging | Prohibited | Directors are prohibited from hedging or pledging Abbott stock |
| Director ownership guideline | 5× annual director fees within 5 years | All directors with ≥5 years tenure meet/exceed; Roman joined in 2021 (still within 5‑year window) |
Attempt to retrieve recent Form 4 insider transactions for “Michael Roman” via insider‑trades skill resulted in an authorization error (HTTP 401); no incremental insider trade data beyond proxy holdings could be added.
Governance Assessment
- Committee leadership: As Public Policy Committee Chair, Roman oversees sustainability, regulatory compliance, product quality/cybersecurity/data privacy, government affairs, and ESG matters—areas material to Abbott’s risk profile and reputation .
- Compensation oversight: As a member of the Compensation Committee, Roman helps review executive and director pay, incentive plan design, and engages an independent consultant (Meridian), which performs no other work for Abbott; the Committee found no consultant conflicts of interest .
- Independence and attendance signals: Independent status affirmed; Board and committee cadence with near‑perfect attendance supports strong engagement. No Roman‑specific attendance shortfalls disclosed .
- Shareholder support: Say‑on‑pay received 89.90% approval in April 2025—indicative of investor confidence in compensation governance overseen by the committee on which Roman serves .
- Conflicts/related parties: Abbott discloses related‑person transaction review via the Nominations & Governance Committee; 2024 noted a relationship pertaining to another director (Blount), not Roman. No Roman‑related transactions disclosed .
- Alignment safeguards: Robust director ownership guidelines, prohibition on hedging/pledging, and independent committee structure enhance alignment and reduce governance risk .
RED FLAGS
- None disclosed regarding Roman: no hedging/pledging, no related‑party transactions, no attendance issues, no option repricing, and consultant independence confirmed .
Compensation Committee Analysis
- 2024–2025 Compensation Committee members: Daniel J. Starks (Chair), Michelle A. Kumbier, Nancy McKinstry, Michael G. O’Grady, Michael F. Roman .
- Consultant: Meridian Compensation Partners, LLC—reports to Committee Chair; independent per NYSE standards; performs no other services for Abbott .
- Scope: Reviews/approves incentive plans for executives, equity plans, and director compensation; considers comparable director fees and evaluates pay program design, risk, and market alignment .
Director Compensation (2024)
| Component | Roman ($) | Program Mechanics |
|---|---|---|
| Fees Earned or Paid in Cash | 141,000 | Monthly base + Public Policy chair fee; optional deferral/trust elections available |
| Stock Awards (RSUs) | 199,892 | Annual grant; vested RSUs; dividend equivalents; share delivery upon separation/change in control |
| Option Awards | 0 | No options elected/granted for Roman |
| Change in Pension Value/NQDC Earnings | 0 | Not applicable for directors (NQDC earnings shown for others where relevant) |
| All Other Compensation | 0 | Charitable matching up to $25,000 available; none recorded for Roman |
| Total | 340,892 | Sum of above |
Other Notes Relevant to Governance
- Director retainer and chair fees: Public Policy Chair fee to increase from $1,250/month ($15,000/year) to $2,083.33/month ($25,000/year) effective May 1, 2025—signals elevated scope/importance of ESG and compliance oversight .
- Shareholder engagement: Abbott contacted shareholders representing >60% of outstanding shares in 2024; five‑year average Say‑on‑Pay support ~91% .