Ellen J. Kullman
AMGENAbout Ellen J. Kullman
Ellen J. Kullman, age 69, has served on Amgen’s Board since 2016. She is Chair of the Corporate Responsibility and Compliance Committee and a member of the Governance and Nominating Committee. Kullman is Executive Chair (since 2022) and former CEO (2019–2022) of Carbon, Inc., and previously served as Chair and CEO of DuPont (2009–2015). She holds a B.S. in mechanical engineering from Tufts University and an MBA from Northwestern’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont | Chair & CEO; President; EVP; Group VP, Safety & Protection | 2006–2015 (CEO 2009–2015) | Led global science/tech enterprise; governance and operational leadership |
| Carbon, Inc. (Carbon3D) | Executive Chair; CEO | 2019–present (Exec Chair since 2022) | Scaling emerging tech; board leadership in innovation |
| United Technologies (merged into Raytheon) | Director; Lead Director | 2011–2020 (lead director from 2018) | Compensation, Finance, Executive Committees; governance leadership |
| General Motors | Director | 2004–2008 | Audit Committee; oversight in large industrial company |
| US‑China Business Council | Chair | 2013–2015 | Public policy and international trade engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Director | 2016–present | Chairs Public Responsibilities; member Compensation and Corporate Governance & Nominating |
| Dell Technologies Inc. | Director; Lead Independent Director | 2016–present (Lead since 2023) | Chairs Nominating & Governance; board independence leadership |
| Northwestern University | Trustee | 2016–present | University governance oversight |
| Tufts University School of Engineering | Trustee Emerita; Board of Advisors | Since 2006 | Academic advisory leadership |
| Temasek Americas Advisory Panel | Member | Since 2016 | Strategic advisory to global investment firm |
Board Governance
- Independence: Board determined Kullman was independent during 2024 under NASDAQ and SEC standards .
- Committee assignments: Chair, Corporate Responsibility & Compliance; Member, Governance & Nominating .
- Committee mandates:
- Compliance Committee oversees non‑financial compliance risks including FDA, healthcare programs, anti‑bribery/corruption, pricing philosophy and access, cybersecurity/AI, sustainability, government affairs, and reputation; met 5 times in 2024 .
- Governance Committee oversees director qualifications, independence, refreshment, and director compensation; met 4 times in 2024 .
- Attendance: The Board held 6 meetings in 2024 and all directors attended at least 75% of Board and committee meetings; Amgen’s policy expects directors to attend annual stockholder meetings .
- Stockholder engagement: Governance‑focused outreach covering ~51% of outstanding shares since the prior annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non‑employee director retainer |
| Committee chair retainer (Compliance) | $20,000 | For chairing Corporate Responsibility & Compliance |
| Committee member meeting retainer | $12,500 | For committee service |
| 2024 cash fees actually paid | $151,667 | As disclosed for Kullman |
| Annual RSU grant (grant date fair value) | $219,906 | RSUs vest immediately; directors may elect to defer receipt |
| Total 2024 director compensation | $381,734 | Fees + stock + other |
| Other compensation (perqs, matching, tax gross‑ups) | $10,161 | Includes $10,000 charitable matching; minor tax gross‑ups on imputed income for perqs |
Equity incentives: automatic annual RSU grant (~$220,000), immediately vested; deferral optional; directors may also elect RSUs in lieu of cash fees .
Performance Compensation
| Metric/Condition | Applies to Director Pay? | Details |
|---|---|---|
| Annual bonus tied to financial/operational targets | No | Directors do not receive performance‑based cash bonuses |
| Equity performance conditions | No | Director RSUs vest immediately; any deferral affects receipt timing, not vesting |
| Clawback for directors | Not applicable to director RSUs | Executive clawback addresses officers; director equity is time‑vested |
Other Directorships & Interlocks
- External boards: Goldman Sachs (chairs Public Responsibilities; comp and governance committees), Dell Technologies (lead independent director; chairs Nominating & Governance) .
- Potential interlocks/conflicts:
- Amgen engages financial institutions and technology vendors broadly; Board reviews transactions with entities where directors have roles (e.g., financial advisory, software licenses) and determined these did not affect independence (no amounts exceeding materiality thresholds) .
- Any related‑party transactions are pre‑approved by the Audit Committee .
Expertise & Qualifications
- Technical/industry: Deep operating leadership in global science & technology companies (DuPont; Carbon3D) .
- Governance: Lead independent director experience; chairs governance and public responsibilities committees externally .
- Public policy: Chaired US‑China Business Council; ongoing advisory at Temasek .
- Education: B.S. (Tufts), MBA (Kellogg/Northwestern) .
Equity Ownership
| Holding | Shares/Units | As of | Notes |
|---|---|---|---|
| Beneficially owned common shares | 410 | March 24, 2025 | <1% of outstanding; excludes deferred RSUs |
| Deferred vested RSUs + dividend equivalents | 12,154 | Dec 31, 2024 | Counts toward director ownership guidelines |
| Stock ownership guideline | 5× annual cash retainer ($575,000 equivalent) | Ongoing | Directors with compliance dates on/ before Dec 31, 2024 met guidelines; deferred RSUs count |
| Hedging/pledging policy | Prohibited for directors | No short sales, margin purchases/pledging, derivatives/hedges (except cashless exercise margin for options, not typical for directors) |
Governance Assessment
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Strengths
- Independent director with substantial CEO/board leadership; Chairs Amgen’s Compliance Committee overseeing critical non‑financial risks (pricing, regulatory, cybersecurity/AI, sustainability, and public policy) .
- Strong engagement background and governance credentials across Goldman Sachs and Dell; reinforces board effectiveness and oversight .
- Ownership alignment via significant deferred RSUs; subject to strict anti‑hedging/pledging policies and stock ownership guidelines .
- Board‑wide Say‑on‑Pay support at 93% signals investor confidence in governance and compensation frameworks .
-
Watch items / potential red flags
- Tax gross‑ups for certain director perquisites (e.g., imputed income on aircraft/guest travel) are shareholder‑unfriendly versus best practices; Kullman’s 2024 “other” comp includes such items, albeit small in magnitude .
- External board roles at Goldman Sachs and Dell could create perceived conflicts if those firms provide services to Amgen; Board’s annual independence review found no material relationships, and Audit Committee pre‑approves related‑party transactions .
-
Attendance and commitment
- Board met 6 times; all directors met ≥75% attendance; Governance policy limits total outside boards and annually reviews commitment—Kullman’s current roles appear within limits .
Overall, Kullman’s compliance chair role, independent status, and governance expertise support investor confidence in oversight of Amgen’s non‑financial risk profile, with minor perquisite tax gross‑up practices noted as a governance blemish .