Greg C. Garland
Director at AMGN
Board
About Greg C. Garland
Greg C. Garland (age 67) has served as an independent director of Amgen since 2013. He is Chair of the Governance and Nominating Committee, and a member of the Executive and Compensation & Management Development Committees. Garland holds a B.S. in Chemical Engineering from Texas A&M University and is a former Chairman/CEO of Phillips 66, bringing deep experience in regulated, multinational operations, risk management, and capital markets to Amgen’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | Chairman & CEO | 2012–Jun 2022 | Oversaw complex, regulated, global operations; chaired Executive Committee as Executive Chairman (Jul 2022–May 2024) |
| Phillips 66 | Executive Chairman | Jul 2022–May 2024 | Board leadership during transition |
| Chevron Phillips Chemical Company | President & CEO | 2008–2010 | Led a major JV in chemicals; prior SVP Planning & Specialty Products (2000–2008) |
| ConocoPhillips | SVP, E&P Americas | 2010–2012 | Operational leadership in E&P |
| Phillips Petroleum Company | Various roles | 1980–2000 | Early career leadership and operations |
External Roles
| Organization | Role | Tenure/Effective Date | Notes |
|---|---|---|---|
| Exxon Mobil Corporation (NYSE: XOM) | Director | Effective Nov 3, 2025 | Appointed Oct 29, 2025; adds a current public board outside Amgen |
| Texas A&M University | Engineering Advisory Council member | Ongoing | External academic advisory role |
| MD Anderson Cancer Center | Board of Visitors; Executive Committee member | Ongoing | Non-profit governance |
| Barbara Bush Literacy Foundation | Vice Chairman | Ongoing | Non-profit governance |
| CEO Against Cancer (Houston) | Founding member | Ongoing | External health advocacy |
| Other public company boards (as of Amgen’s 2025 proxy) | None | — | Amgen’s proxy lists no other public boards at that time |
Board Governance
- Current Amgen Board roles: Governance & Nominating Chair; member, Executive Committee; member, Compensation & Management Development Committee; classified as independent by the Board .
- Committee activity (2024): Governance (4 meetings), Compensation (6), Compliance (5), Audit (10); the Executive Committee did not meet in 2024 .
- Attendance: In 2024, the Board held 6 meetings and all directors attended at least 75% of Board and relevant committee meetings; directors attended the 2024 annual meeting .
- Independence & process: All members of key standing committees are independent; Governance Committee oversees board evaluation, director compensation recommendations, independence/conflict monitoring, and lead independent director recommendation .
- Lead Independent Director: Robert A. Eckert (not Garland) serves as Lead Independent Director with robust responsibilities; re-elected Mar 4, 2025, subject to stockholder re-election .
- Outside board limits & conflict controls: No director serves on more than two outside public company boards; overall cap is five total; outside relationships require pre-approval; conflicts must be reported and directors recuse as appropriate .
Fixed Compensation
| Component | Policy Amount (2024) | Garland 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $115,000 | — | Policy amount |
| Lead Independent Director retainer | $50,000 | — | Not applicable to Garland |
| Committee Chair fees – Audit | $30,000 | — | — |
| Committee Chair fees – Governance (and other non-Audit) | $20,000 | Included in cash | Garland chairs Governance |
| Committee member meeting retainer | $12,500 | Included in cash | Applies per policy |
| Total fees earned (cash) | — | $160,000 | Garland 2024 cash fees |
| All other compensation (e.g., tax gross-up on imputed perqs, reimbursed expenses) | — | $20,147 | Company provides tax gross-ups to directors for imputed perqs (policy) |
Notes:
- Amgen provides tax gross-ups to directors for additional income taxes on company-imputed perquisites; some investors view director gross-ups as a governance negative .
Performance Compensation
Directors receive time-based RSUs (not performance-conditioned) that vest immediately; directors may elect to defer settlement into deferred RSUs (with dividend equivalents during deferral). Directors may also elect to receive up to 100% of cash fees in deferred vested RSUs .
| Grant Year | Grant Date | Instrument | Units | Grant-Date Value | Vesting | Deferral Elected (Garland) |
|---|---|---|---|---|---|---|
| 2024 | May 31, 2024 | RSU (annual director grant) | 719 | $219,906 | Vests immediately; shares issued unless deferred | 0 units deferred for Garland as of Dec 31, 2024 |
| 2025 | May 23, 2025 | RSU (annual director grant) | 809 | — | Vests immediately; Form 4 filed for award | Reported on Form 4 (award) |
Additional details:
- 2024 grant valuation based on $305.85 closing price; all annual director grants were 719 RSUs on that date .
- Deferred director RSUs outstanding as of Dec 31, 2024: Garland 0 (others vary) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict with Amgen |
|---|---|---|---|
| Exxon Mobil (XOM) | Energy | Director (effective Nov 3, 2025) | No direct customer/supplier relationship disclosed by Amgen; Amgen’s policy requires pre-approval and ongoing monitoring of conflicts and board commitments . |
| (As of Amgen’s 2025 proxy) Other public company boards | — | None | At proxy time, Amgen disclosed no other public boards for Garland . |
Expertise & Qualifications
- Former CEO/Chairman experience leading complex, multi-national, highly regulated businesses; expertise in financial reporting, risk management, environmental issues, business transformations, and capital markets; significant public policy/government affairs experience (API chair; National Petroleum Council appointee) .
- Chemical engineering degree; cross-functional operational and strategic leadership credentials .
Equity Ownership
| Holder | Total Shares Beneficially Owned | Shares Acquirable Within 60 Days | % of Outstanding | Notes |
|---|---|---|---|---|
| Greg C. Garland | 12,374 | 0 | * (less than 1%) | As of March 24, 2025; excludes deferred RSUs (Garland: 0). Amgen had 537,650,624 shares outstanding . |
- Director stock ownership guideline: 5x the annual cash retainer ($575,000) while serving; all directors with compliance dates on or before Dec 31, 2024 met the guideline. Hedging and pledging Amgen stock by directors are prohibited under policy (margin only permitted for cashless option exercises, which is not applicable to director RSUs) .
- No pledge disclosures and no options reported for Garland; shares acquirable within 60 days are zero .
Insider Trades (Form 4 and Proxy-Disclosed Awards)
| Date (Reported/Effective) | Type | Shares/Units | Price | Source/Notes |
|---|---|---|---|---|
| May 23, 2025 (Form 4 filed May 28, 2025) | Annual director RSU grant (vested; equity award) | 809 | $0 (award) | SEC Form 4 and aggregator report |
| May 31, 2024 | Annual director RSU grant | 719 | Valued at $219,906 (implies $305.85 close) | Amgen 2025 Proxy; standard annual grant to each director |
| May 18, 2023 | Director equity transaction (annual grant) | 939 | n/a | Aggregator historical record for Garland at Amgen |
Governance Assessment
-
Strengths:
- Independent director with extensive chair/CEO experience; chairs the Governance & Nominating Committee, which directly oversees board composition, independence, and director compensation, supporting board effectiveness .
- Strong attendance culture (≥75% for all directors in 2024); committee independence is robust; regular executive sessions and comprehensive evaluation processes indicate mature governance practices .
- Alignment mechanisms include meaningful director equity (annual RSUs), mandatory stock ownership guidelines (5x retainer), and prohibitions on hedging/pledging .
-
Potential risks/considerations:
- Director perquisite tax gross-ups: Amgen reimburses directors for taxes on imputed perquisites, a practice some investors consider shareholder-unfriendly (flag) .
- Outside board addition in 2025 (Exxon Mobil): increases time commitments; however, Amgen enforces board limits, pre-approval for outside roles, and annual commitment reviews—mitigating overboarding risk (no more than five boards; proxy states no director serves on more than two outside public boards) .
- Related-party transactions: No Garland-specific related-party transactions disclosed; company maintains a formal RPT policy under Audit Committee oversight .
-
Net view for investors:
- Garland’s chair role on Governance and experience as a public-company CEO support board oversight quality and succession/refreshment processes. Compensation alignment is reasonable for directors (modest cash; equity in RSUs), though the director perquisite tax gross-up policy is a governance negative to monitor .