Nancy McKinstry
ABBOTT LABORATORIESAbout Nancy McKinstry
Lead Independent Director at Abbott since 2011, age 66. She is CEO and Chairman of the Executive Board of Wolters Kluwer N.V. (CEO since September 2003; Executive Board member since June 2001) and has announced her retirement effective February 2026. The Board has determined she is independent under NYSE standards and designated her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolters Kluwer N.V. | CEO; Chairman of Executive Board | CEO since Sep 2003; Executive Board member since Jun 2001; retirement announced for Feb 2026 | Global strategy, operations, corporate finance, regulatory and compliance perspectives |
| Telefonaktiebolaget LM Ericsson | Director | 2004–2012 | Technology governance and global operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Director | Not disclosed | Global technology and services oversight |
| Russell Reynolds Associates | Director | Not disclosed | Executive search and board talent perspective |
| Columbia Business School | Board of Overseers | Not disclosed | Academic governance; strategy |
| European Round Table of Industrialists | Member | Not disclosed | European industrial policy perspectives |
Board Governance
- Committee assignments: Audit Committee (Chair), Compensation Committee (Member), Executive Committee (Member); also serves as Lead Independent Director.
- Audit Committee financial expert designation; Audit Committee oversees accounting/financial reporting, internal controls, auditor independence and performance, and enterprise cybersecurity/information security.
- Lead Independent Director responsibilities include presiding over executive sessions, liaising between independent directors and Chair/CEO, calling meetings of independent directors, leading CEO evaluations, engaging shareholders, and consulting on governance and succession.
- Attendance and engagement: Board held 8 meetings in 2024; average director attendance was 99%. Each director attended at least 75% of Board/committee meetings; all directors attended the annual meeting.
- Committee activity in 2024: Audit 7 meetings; Compensation 3; Nominations & Governance 4; Public Policy 4; Executive 0.
- Independence: Board determined McKinstry is independent; no director may serve on a competitor’s board.
Fixed Compensation
| Component (2024) | Nancy McKinstry | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | She elected non-qualified stock options in lieu of cash fees under the Non-Employee Directors’ Fee Plan |
| Stock Awards ($) | $199,892 | Annual vested RSUs granted to non-employee directors; grant value based on average of high/low market price on grant date |
| Option Awards ($) | $196,000 | Options vested in full at grant, issued in lieu of cash fees; Black-Scholes valuation at grant |
| Change in Pension Value/Deferred Comp Earnings ($) | $0 | Reportable interest for some directors; none for McKinstry in 2024 |
| All Other Compensation ($) | $0 | Charitable matching program up to $25,000 for directors; none reported for McKinstry |
| Total ($) | $395,892 | Sum of the above |
- Director fee structure: $10,500 per month base; Audit Committee members (non-chair) $500 per month; Chair fees: Audit $2,500/month; Compensation $2,083.33/month; Nominations & Governance $1,250/month (rising to $2,083.33/month effective May 1, 2025); Public Policy $1,250/month (rising to $2,083.33/month effective May 1, 2025); Lead Independent Director $3,333.33/month. Fees may be paid in cash, as vested non-qualified stock options, deferred, or paid into a director’s trust.
- Deferred compensation: Directors may defer fees into a guaranteed interest account or a stock equivalent account in an individual grantor trust. Abbott may contribute funds to maintain the stock equivalent account balance (net of taxes) at ≥75% of the market value of the related common shares at year-end.
- Annual equity retainer: Each non-employee director receives vested RSUs valued at $200,000 (rounded down) at the annual meeting; effective 2025 this increases to $210,000 (rounded down). In 2024, this equaled 1,866 units. Dividends on covered shares paid in cash to directors. Distribution of one share per RSU occurs upon termination from the Board, retirement, death, or change in control. Ownership guideline: within five years, hold Abbott shares equal to 5x annual director fees; all directors with ≥5 years tenure meet or exceed.
Performance Compensation
| Item | Disclosure | Notes |
|---|---|---|
| Performance-based metrics tied to non-employee director pay | None disclosed | Director equity retainer is time-based and fully vested at grant; options are granted solely if elected in lieu of cash fees |
Other Directorships & Interlocks
| Company/Entity | Relationship to Abbott | Interlock/Conflict Assessment |
|---|---|---|
| Accenture plc | McKinstry serves as Director | Board affirmed independence after reviewing relationships with companies where directors or family members are officers/board members and where Abbott buys/sells products/services; no impairment of independence noted for McKinstry. Abbott prohibits directors from serving on competitor boards. |
| Russell Reynolds Associates; Columbia Business School (Board of Overseers) | Governance/academic roles | Not identified as related-person transactions; independence affirmed. |
| Related-person transactions | — | Proxy discloses one related-person transaction in 2024 involving another director (Sally E. Blount, Ph.D.); no related-person transactions disclosed for McKinstry. |
Expertise & Qualifications
- Audit Committee financial expert; financially literate under NYSE requirements.
- Brings global strategy and operations, risk management, corporate finance and financial reporting, and regulatory/compliance expertise via CEO role at Wolters Kluwer.
- Lead Independent Director with explicit responsibilities for executive sessions, CEO evaluations, agenda review, shareholder engagement, and succession planning.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (Jan 31, 2025) | 37,089 | Includes shares as defined in proxy ownership table |
| Stock Options Exercisable within 60 days | 81,668 | Options also listed as outstanding as of Dec 31, 2024 |
| Restricted Stock Units outstanding | 32,423 | Payable in stock upon retirement from Board |
| Shares pledged as collateral | None | Abbott prohibits pledging/holding shares in margin accounts |
| Ownership as % of shares outstanding | <1% (none of directors exceed 1%) | Directors and officers as a group <1% |
| Director ownership guideline compliance | Meets/exceeds (≥5-year tenure group) | Guideline: 5x annual director fees within 5 years |
Governance Assessment
- Strengths:
- Lead Independent Director with robust responsibilities; Audit Committee Chair; designated audit committee financial expert—supports oversight of reporting integrity, auditor independence, and enterprise cybersecurity.
- High engagement: Board average attendance 99% with full annual meeting attendance; active committees (Audit 7 meetings).
- Strong alignment signals: elected options in lieu of cash, substantial RSU holdings, adherence to 5x fee ownership guideline; anti-hedging and anti-pledging policies apply to directors.
- Independence affirmed under NYSE standards; related-person transactions oversight via Nominations & Governance Committee.
- Watch items:
- External commitments: CEO role at Wolters Kluwer through Feb 2026 and multiple external boards can raise time-commitment concerns; Abbott policy requires limits on other public boards and forbids competitor boards, and attendance metrics are strong.
- Potential vendor/service interlocks: McKinstry’s Accenture board seat could present perceived conflicts if Abbott engages Accenture; Board explicitly reviewed such relationships and affirmed independence (no impairment).
- Red flags: None disclosed specific to McKinstry—no pledging, no related-party transactions, no attendance issues.
Overall, McKinstry’s role as Lead Independent Director and Audit Chair, combined with her financial expertise and high engagement, supports investor confidence in Abbott’s board oversight. Her equity-heavy compensation choices and compliance with ownership guidelines further strengthen alignment, while independence reviews mitigate potential interlock concerns.