Robert Ford
ABBOTT LABORATORIESAbout Robert Ford
Robert B. Ford, age 51, has served as Chairman of the Board and CEO of Abbott since December 2021, after serving as President & CEO (Mar 2020–Dec 2021), President & COO (2018–2020), EVP Medical Devices (2015–2018), and SVP Diabetes Care (2014–2015); he joined Abbott in 1996 and has held leadership roles across Diagnostics, Nutrition, and Diabetes Care . Abbott’s pay-versus-performance disclosure shows 2024 Net Income of $8,133 million and Adjusted Diluted EPS of $4.67; TSR outperformed peers on 1- and 5-year (58th and 68th percentile), aligning Ford’s pay outcomes with performance . In 2024, compensation actually paid to the PEO rose 20% alongside a 134.2% increase in net income and a 5.2% increase in Adjusted Diluted EPS, evidencing pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Laboratories | Chairman of the Board & CEO | Dec 2021–Present | Unified leadership of Board and management; strategic and operational oversight across diversified healthcare portfolio . |
| Abbott Laboratories | President & CEO | Mar 2020–Dec 2021 | Led pandemic-era execution; maintained portfolio growth and resilience . |
| Abbott Laboratories | President & COO | 2018–2020 | Responsible for all operating businesses; drove execution and operational discipline . |
| Abbott Laboratories | EVP, Medical Devices | 2015–2018 | Advanced device leadership; pipeline approvals and growth positioning . |
| Abbott Laboratories | SVP, Diabetes Care | 2014–2015 | Scaled Diabetes Care portfolio; commercial execution . |
| Abbott Laboratories | Diagnostics, Nutrition, Diabetes Care | 1996–2014 | Various leadership roles in U.S. and Latin America; broad multi-business experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | Not disclosed in proxy biography | — | No external public company directorships disclosed for Mr. Ford in the proxy . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,500,000 | $1,500,000 | $1,500,000 |
| Target Bonus (%) | — | 175% | 175% |
| Actual Annual Bonus ($) | $2,231,250 | $2,945,250 | $2,861,250 |
| All Other Compensation ($) | $321,722 | $283,392 | $618,998 |
| SEC Total Compensation ($) | $21,722,152 | $23,268,171 | $22,777,075 |
Performance Compensation
Annual Incentive Plan – 2024 Payout Drivers
| Metric | Weight | Threshold | Target | Maximum | Actual | Goal Score |
|---|---|---|---|---|---|---|
| Adjusted Sales ($B) | 25% | 41.988 | 42.288 | 42.588 | 42.294 | 25.25% |
| Adjusted Diluted EPS ($) | 25% | 4.50 | 4.60 | 4.70 | 4.67 | 33.75% |
| Adjusted ROA (%) | 10% | 13.7 | 13.9 | 14.3 | 14.3 | 15.0% |
| Free Cash Flow ($B) | 10% | 5.1 | 5.3 | 5.5 | 6.4 | 15.0% |
| Gross Margin Profile (%) | 10% | 55.6 | 56.2 | 56.8 | 56.2 | 10.0% |
| Strategic Portfolio Goal | 10% | — | — | — | Not Achieved | 0% |
| Human Capital Goal | 10% | — | — | — | Achieved | 10.0% |
| Total Goal Score | — | — | — | — | — | 109.0% |
Payout calculation: $1,500,000 × 175% × 109.0% = $2,861,250 .
Long-Term Incentives (LTI)
| Grant Year | Grant Date | Award Value ($) | Allocation | Key Vesting Terms |
|---|---|---|---|---|
| 2024 | Feb 21, 2024 | $16,454,900 | 50% options; 50% performance restricted shares | Options vest 1/3 each year over 3 years; PRS vest one-third each year only if Adjusted ROE target met; one-third vested Feb 28, 2025 (2024 PRS) . |
| 2023 | Feb 17, 2023 | $14,875,300 | 50% options; 50% performance restricted shares | PRS vest 1/3 per year if Adjusted ROE ≥ 14%; options realize value only via share price appreciation . |
Program features: Short- and long-term awards are 100% performance-based; clawback policy (Dodd-Frank compliant) and broader recoupment up to 3 years; maximum annual incentive payout capped at 200% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 417,462 shares (Jan 31, 2025) . |
| Options Exercisable (≤ 60 days) | 2,291,243 shares (Jan 31, 2025) . |
| Unvested Restricted Shares at 12/31/2024 | 24,664; 46,672; 70,332 (award tranches) . |
| Upcoming Option Vesting Tranches | 92,027 (2/17/2026); 92,028 (2/17/2027); 88,097 (2/21/2025); 88,098 (2/21/2026); 88,098 (2/21/2027); 114,943 (vested 2/18/2025) . |
| 2024 Exercises & Vested Values | Exercised 141,679 options ($9,807,163); 71,352 shares vested ($8,565,808) . |
| Ownership Guidelines | CEO required ≥6× base salary; officers have 5 years to comply; if <50% after 3 years, must hold 50% of future equity until compliant . |
| Hedging/Pledging | Prohibited for directors/officers; none of the directors or executive officers have pledged shares . |
| Percent of Shares Outstanding | No director/executive officer owns ≥1% of outstanding shares; group owns <1% . |
Selected outstanding option terms (12/31/2024): Exercisable tranches include exercise prices/expirations such as $87.72 (exp 2/20/2030), $124.04 (exp 2/18/2031), $117.58 (exp 2/17/2032), $106.24 (exp 2/16/2033), $116.98 (exp 2/20/2034) with remaining unexercisable balances noted .
Employment Terms
- Employment Agreements: Abbott does not have employment contracts with named officers .
- Change-in-Control (CIC): Double-trigger; if terminated without cause or resigns for good reason within 2 years post-CIC, lump sum = 3× salary + bonus (greater of target or 3-year average), plus unpaid and pro-rata bonuses; up to 3 years of benefits and pension accruals; excise tax cutback applies .
- CIC Agreement Term: Extended through Dec 31, 2026 (notice dated Nov 12, 2024) .
- CIC Hypothetical Payouts if CIC on 12/31/2024: Cash Termination Payments $15,706,150; Additional Supplemental Pension Benefits $2,013,179; Welfare/Fringe Benefits $109,788 .
- Equity Treatment Under CIC: If awards not assumed, options and restricted shares vest; if assumed, vesting upon termination without cause or resignation for good reason from 6 months pre- to 2 years post-CIC .
- Clawbacks: Dodd-Frank compliant clawback adopted; broader recoupment up to 3 years for misconduct or supervisory failure causing significant financial harm .
- Perquisites: Aircraft personal use via time-sharing lease (executive reimburses incremental costs); company-leased automobile; executive health and financial planning ($10,000) benefits .
- Deferred Compensation & Disability: If employment terminated 12/31/2024, average annual trust distributions for Ford would be $971,230 over a 10-year period; disability monthly benefit $143,063 (up to 24 months) .
- Tax Gross-Ups: No tax gross-ups under executive officer pay program .
Board Governance
- Board Service & Roles: Director since 2019; Chairman of the Board & CEO; Executive Committee Chair .
- Independence & Structure: 11 of 12 nominees are independent; fully independent Audit, Compensation, Nominations & Governance, and Public Policy committees; Lead Independent Director (Nancy McKinstry) with robust responsibilities; executive sessions at each Board meeting .
- Meetings & Attendance: Board held 8 meetings in 2024; average director attendance 99%; all directors attended ≥75%; all directors attended the annual shareholders meeting .
- Director Pay: Mr. Ford is not compensated for Board or committee service (non-employee directors are compensated) .
Say-on-Pay & Compensation Governance
- Say-on-Pay Results: Averaged 91% support over past five years .
- Peer Group & Benchmarking: Multi-industry peer set reviewed annually; positioned between ~one-third and three-times Abbott size; peer group median revenue $46.1B, market cap $146.9B; Abbott revenue $42.0B, market cap $196.2B; Abbott percentile rank 42nd in revenue and 63rd in market cap .
- Independent Consultant: Meridian Compensation Partners serves as independent Compensation Committee consultant; performs no other work for Abbott .
- Risk Controls: Caps, clawbacks, ownership/retention guidelines, hedging/pledging prohibitions; compensation risk assessment concluded programs do not incentivize excessive risk-taking .
Compensation Structure Analysis
- Mix & Trends: Approximately 87% of executive pay is performance-based; LTI mix 50% options, 50% performance restricted shares; options realize value only via share appreciation; PRS vest solely on Adjusted ROE target (absolute pass/fail, no upside) .
- Goal Rigor: Annual incentive financial targets set above prior year actuals; 2024 organic sales growth target set at +6.8% YoY; actual organic growth +7.1% .
- No Option Repricing/Discounting: No repricing/backdating or discounted options; grants made on a consistent annual cadence .
- Policies: No employment contracts; no guaranteed bonuses; no tax gross-ups .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Stock Ownership Guideline | CEO ≥6× base salary; officers have retention requirements until guidelines met . |
| Compliance | All named officers with ≥5 years in current role meet/exceed guidelines . |
| Pledging/Hedging | Prohibited; none pledged . |
| Options Status (12/31/2024) | Multiple series outstanding with expirations 2026–2034; significant near-term vesting tranches create potential selling windows . |
Performance & Track Record
- Pay vs Performance: Value of $100 investment since 12/31/2019 grew to $142 in 2024; peer group to $147; compensation paid varies in relation to TSR, net income, and Adjusted EPS outcomes (e.g., 2024 compensation paid +20% vs net income +134.2% and Adjusted EPS +5.2%) .
- Shareholder Returns: 1-year relative TSR at 58th percentile; 5-year at 68th; Abbott highlights diversified portfolio and innovation pipeline underpinning sustainable growth .
Employment & Contracts
| Term | Provision |
|---|---|
| Employment Contracts | None for named officers . |
| CIC Multiple | 3× salary + bonus (greater of target or 3-year average), plus benefits and pension accruals; double-trigger . |
| CIC Agreement Term | Extended through Dec 31, 2026 . |
| Equity under CIC | Vest if not assumed; if assumed, vest upon qualifying termination around CIC window . |
| Clawbacks/Recoupment | Dodd-Frank compliant; 3-year lookback for equity/cash recoupment at Committee discretion . |
Investment Implications
- Alignment: High proportion of at-risk, performance-based pay with clear metrics (Sales, EPS, ROA, FCF, margin, TSR, ROE), robust clawback/recoupment, and strict hedging/pledging prohibitions support shareholder alignment .
- Retention & Parachute Economics: Double-trigger CIC agreements (3× salary+bonus) and equity vesting features provide retention but create meaningful parachute exposure ($15.7m cash + benefits for Ford in a CIC scenario), relevant for M&A risk pricing .
- Selling Pressure Signals: Material annual vesting tranches of PRS and scheduled option vesting, along with realized 2024 exercises ($9.8m) and vesting ($8.6m), suggest periodic liquidity windows that can coincide with insider selling; monitor Form 4s around February grant/vesting cycle .
- Governance Balance: CEO/Chairman dual role mitigated by Lead Independent Director, independent committees, and regular executive sessions; strong say-on-pay (91% average) indicates investor acceptance of pay program and governance .
- Performance Trajectory: Net income rebound and Adjusted EPS growth in 2024 with TSR above peer median on 1- and 5-year suggest execution strength, but absolute TSR trail vs peer group in 2024 ($142 vs $147) underscores competitive pressure; continued delivery against ROE vesting target is key to PRS realization and long-term alignment .