Robert Alpern
ABBOTT LABORATORIESAbout Robert J. Alpern, M.D.
Robert J. Alpern, M.D., age 74, has served as an independent director of Abbott since 2008. He is Ensign Professor of Medicine and Physiology and Professor of Internal Medicine and Cellular and Molecular Physiology at the Yale School of Medicine, and formerly served as Dean of Yale School of Medicine (2004–2020), bringing deep medical and scientific expertise to Abbott’s Board. He is independent under NYSE standards and currently serves on the Nominations and Governance Committee and the Public Policy Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale School of Medicine | Ensign Professor of Medicine; Professor of Internal Medicine and Cellular and Molecular Physiology | Since Jun 2004 | Provides medical/scientific expertise aligned with R&D oversight |
| Yale School of Medicine | Dean | Jun 2004 – Jan 2020 | Leadership in healthcare academia; governance and strategy contributions |
| UT Southwestern Medical School | Dean | Jul 1998 – May 2004 | Academic leadership; health system oversight experience |
| Yale New Haven Hospital | Director | Oct 2005 – Jan 2020 | Hospital board service; healthcare environment insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AbbVie Inc. | Director | Not disclosed | Current public company board; relevant healthcare domain experience |
Board Governance
- Committee assignments: Nominations and Governance; Public Policy (not a chair).
- Independence: The Board determined Alpern is independent under NYSE listing standards; no material relationships impairing independence.
- Attendance: Board held 8 meetings in 2024; average attendance 99%, and each director attended at least 75% of meetings of the Board and committees on which they served. Executive sessions of independent directors occur at every regularly scheduled Board meeting.
- Committee activity: Total meetings held in 2024 — Audit: 7; Compensation: 3; Nominations and Governance: 4; Public Policy: 4; Executive: 0.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $126,000 | $10,500 per month for director service; committee chair/membership fees per plan (Alpern not a chair; Audit members receive $500/month) |
| Stock Awards (Grant-Date Fair Value) | $199,892 | Annual vested RSUs; 1,866 units granted in 2024 under 2017 Incentive Stock Program |
| Option Awards | $0 | Non-qualified options may be elected in lieu of cash fees; none for Alpern in 2024 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $121,173 | Reportable interest credited under Non-Employee Directors’ Fee Plan |
| All Other Compensation | $25,000 | Charitable matching contributions (up to $25,000 annually) |
| Total | $472,065 | Sum of components above |
Performance Compensation
| Equity Award | Grant Date Detail | Units/Value | Vesting/Terms |
|---|---|---|---|
| Annual Director RSUs | 2024 annual meeting grant | 1,866 units; $199,892 grant-date fair value | Vested RSUs at grant; cash dividend equivalents; deliver one share per RSU upon termination/retirement/change in control |
| Options in lieu of cash (elective) | If elected | $0 in 2024 for Alpern | Options vest at grant if elected; Black-Scholes valuation for disclosure |
Abbott’s director equity is time-based rather than performance-based; no director-specific performance metrics are disclosed.
Other Directorships & Interlocks
| Counterparty | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| AbbVie Inc. | Alpern serves as director | Abbott’s Board prohibits directors from serving on competitor boards and reviews material relationships when assessing independence; Board concluded independence, considering sales/purchases and contributions with entities where directors serve. No pledging/hedging permitted. |
Expertise & Qualifications
- Extensive academic leadership in medicine (Dean at Yale; Dean at UT Southwestern) and hospital board experience, contributing scientific, medical, and healthcare environment insights relevant to Abbott’s R&D and product quality oversight.
- Alignment with Public Policy Committee remit (sustainability, regulatory compliance, product quality, cybersecurity, data privacy) and Nominations and Governance (board refreshment, governance structure, succession).
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (incl. director RSUs payable in stock) | 39,163 | Count includes RSUs payable upon retirement from Board |
| Stock Options Exercisable within 60 Days | 0 | None reported |
| Stock Equivalent Units (Directors’ Fee Plan) | 9,988 | Credited units under the fee plan |
| Pledged Shares | None | No directors or officers have pledged shares; hedging prohibited |
| Ownership vs. Guidelines | Meets/Exceeds (5× annual director fees within 5 years) | All directors with ≥5 years tenure meet/exceed guidelines; Alpern appointed in 2008 |
| Ownership as % of Outstanding | <1% | No director beneficially owns >1% of shares; group <1% |
Governance Assessment
- Strengths: Long-tenured independent director with deep medical/scientific credentials; service on governance and public policy committees aligns with Abbott’s oversight of R&D, product quality, compliance, and sustainability; strong attendance culture and independent executive sessions; robust ownership alignment (director RSUs; no pledging/hedging).
- Compensation alignment: Standard non-employee director structure with modest cash retainer and annual RSU grant; charitable match and deferred plan interest disclosed; no performance-linked director pay, consistent with governance norms.
- Potential conflict monitoring: External directorship at AbbVie noted; Abbott’s independence review and competitor-board prohibition mitigate conflicts; Board considers any material relationships annually. No related-party transactions disclosed for Alpern.
- Shareholder confidence signals: Consistent board refreshment; strong say-on-pay support averaging 91% over five years; independent compensation consultant with no conflicts.
Overall, Alpern’s profile supports board effectiveness through domain expertise and committee placement, with low conflict risk and solid alignment to shareholder interests.