Amy E. Miles
Director at AMGN
Board
About Amy E. Miles
Amy E. Miles (age 58) has served as an independent director of Amgen since 2020. She is a former CEO and CFO of Regal Entertainment and has been designated an “Audit Committee financial expert” by Amgen’s Board, reflecting deep finance, accounting, and public company leadership experience. She holds an undergraduate degree from the University of Tennessee. The Board determined she was independent in 2024 under NASDAQ and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Entertainment Group | Chief Executive Officer; Director; Chair of the Board | CEO/Director 2009–2018; Chair 2015–2018 | Led a leading theatre exhibition company; oversaw finance, strategy, and operations |
| Regal Cinemas, Inc. | Chief Executive Officer; EVP, CFO & Treasurer | CEO 2009–2018; EVP/CFO/Treasurer 2000–2009; SVP Finance 1999 | Senior finance leadership; capital allocation; strategic planning |
| Deloitte & Touche LLP; PricewaterhouseCoopers LLP | Professional roles (audit/accounting) | Not disclosed | Foundational public accounting experience |
| National CineMedia, Inc. | Director | 2011–2015 | Board oversight at cinema advertising company |
| Townsquare Media, Inc. | Director | 2014–2016 | Board oversight in radio/digital media |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gap, Inc. | Director; Chair of Audit & Finance; Member, Governance & Sustainability | 2020–present | Chairs audit oversight; governance/sustainability participation |
| Carrier Global Corporation | Director; Member, Audit and Governance Committees | Jan 2025–present | Audit and governance committee work |
| Norfolk Southern Corporation | Director; Non‑Executive Chair; Chair of Executive Committee | Director 2014–2024; Chair 2022–2024 | Board leadership and executive committee chair |
| Boys and Girls Club of Eastern Tennessee | Trustee | Not disclosed | Community engagement |
Board Governance
- Committee assignments: Member, Audit Committee (financial expert); Member, Governance & Nominating Committee. The Audit Committee met 10 times and Governance & Nominating met 4 times in 2024.
- Independence: The Board determined all non‑employee directors, including Ms. Miles, were independent during 2024 under NASDAQ and SEC standards.
- Attendance: The Board held 6 meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting.
- Governance safeguards: Limits on outside boards (no more than five public boards per director), pre‑approval of outside relationships, annual independence review, and regular executive sessions led by the Lead Independent Director.
Fixed Compensation
- Amgen’s 2024 director pay structure: Annual cash retainer $115,000; Lead Independent Director retainer $50,000; Audit Chair retainer $30,000; other committee chair retainers $20,000; committee member meeting retainer $12,500.
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $140,000 | Actual cash paid to Ms. Miles in 2024 |
| All Other Compensation | $147 | Primarily matched charitable contributions and small travel‑related reimbursements/gross‑ups per disclosed policy |
| Total Cash/Other | $140,147 | Sum of cash and other |
Performance Compensation
- Annual equity grant: 719 RSUs granted to each non‑employee director at the May 31, 2024 annual meeting, based on the $305.85 closing price; grant date fair value $219,906. RSUs vest immediately; directors may elect to defer receipt (with dividend equivalents accruing on deferred, vested RSUs). No stock options or performance units are granted to directors.
| Equity Component (2024) | Units / $ | Vesting / Terms |
|---|---|---|
| RSU grant | 719 RSUs; $219,906 grant‑date fair value | Vests immediately; optional deferral of share receipt; dividend equivalents accrue during deferral |
No performance‑linked metrics apply to director compensation (directors do not receive PSUs or options tied to revenue/EPS/TSR).
Other Directorships & Interlocks
- Current public boards: The Gap, Inc. (Audit & Finance Chair; Governance & Sustainability member); Carrier Global Corporation (Audit and Governance member). Prior public boards include Norfolk Southern (non‑executive Chair), National CineMedia, and Townsquare Media. No related‑party transactions or interlocks material to independence were disclosed for Ms. Miles.
Expertise & Qualifications
- Public company CEO and CFO experience; extensive finance and accounting expertise; designated Amgen Audit Committee financial expert. Strategic planning and marketing background from Regal.
Equity Ownership
| As of Date | Beneficially Owned Common Shares | Deferred RSUs (vested, receipt deferred) | Percent of Outstanding |
|---|---|---|---|
| Dec 31, 2024 | — | 3,599 | — |
| Mar 24, 2025 | 408 | 3,625 | <1% |
- Director stock ownership guideline: Hold shares equal to 5× the annual cash retainer ($575,000). Deferred vested RSUs count toward guideline; directors with compliance dates on or before Dec 31, 2024 met the guideline.
- Alignment safeguards: Prohibition on hedging and pledging Amgen stock; insider trading controls; ability to defer RSUs to build long‑term holdings.
Governance Assessment
- Strengths for investor confidence: Independent status; Audit Committee financial expertise; active roles on Audit and Governance committees; solid attendance; transparent, market‑standard director pay with majority in equity (RSUs) and strong ownership expectations; strict anti‑hedging/pledging policy.
- Potential risk indicators: Multiple board commitments monitored under Amgen’s policy (cap of five public boards); no material related‑party transactions involving Ms. Miles disclosed; director equity awards vest immediately but optional deferral supports long‑term alignment. No red flags on pledging/hedging or attendance were disclosed.