Mary E. Klotman
Director at AMGN
Board
About Mary E. Klotman
Independent director at Amgen since 2024; age 71. Executive Vice President for Health Affairs at Duke University (since 2023), Dean of Duke University School of Medicine (since 2017), and Chief Academic Officer of Duke Health (since 2020). Previously chaired Medicine at Duke (2010–2017) and led Infectious Diseases at Mount Sinai (1997–2010); elected to the National Academy of Medicine (2014) and American Academy of Arts & Sciences (2021). Holds undergraduate and MD degrees from Duke; serves on Amgen’s Corporate Responsibility & Compliance and Governance & Nominating Committees; no other public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mount Sinai School of Medicine | Irene & Dr. Arthur M. Fishberg Professor; Chief, Infectious Diseases | 1997–2010 | Co-directed Global Health & Emerging Pathogens Institute translating science to therapeutics for emerging diseases |
| Duke University School of Medicine | Chair, Department of Medicine | 2010–2017 | Led academic clinical enterprise; built research programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke University | Executive Vice President for Health Affairs | 2023–present | Oversees Duke Health system; senior leadership |
| Duke Health | Chief Academic Officer | 2020–present | Academic oversight for health system |
| Duke University School of Medicine | Dean | 2017–present | Strategic and operational leadership of medical school |
| National Academy of Medicine | Member | Elected 2014 | Professional recognition |
| American Academy of Arts & Sciences | Member | Elected 2021 | Professional recognition |
| Other public company boards | None | — | Amgen biography states none |
Board Governance
- Committee assignments: Corporate Responsibility & Compliance (member) and Governance & Nominating (member) .
- Committee activity: Corporate Responsibility & Compliance met 5 times in 2024; Governance & Nominating met 4 times in 2024; all members of both committees are independent under NASDAQ and SEC rules .
- Independence: Listed as independent director in proxy nominee matrix .
- Board attendance: The Board held 6 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors present at the 2024 annual meeting .
Fixed Compensation
| Component | Program Terms (2024) | Amount (Mary E. Klotman, 2024) |
|---|---|---|
| Annual cash retainer | $115,000 | $81,667 (pro-rated; joined May 2024) |
| Committee member meeting retainer | $12,500 | Included in fees earned (pro-rated) |
| Committee chair retainers | Audit $30,000; Other committee chairs $20,000 | N/A (not a chair) |
| Lead independent director retainer | $50,000 | N/A |
| All other compensation | Perqs reimbursements incl. tax gross-up on imputed perqs income; charitable match up to $20,000 via Amgen Foundation | $169 |
| Total director compensation (2024) | Cash + Equity + Other | $301,742 (cash $81,667; stock awards $219,906; other $169) |
Note: Directors receive tax gross-ups for additional income taxes when perquisites are imputed; some investors view tax gross-ups as a governance negative .
Performance Compensation
| Equity Award Details | Value/Quantity | Vesting/Deferral | Notes |
|---|---|---|---|
| Annual RSU grant (May 31, 2024) | 719 RSUs at $305.85 grant-date price; $219,906 fair value | Fully vested on grant; optional deferral of share delivery; dividend equivalents accrue on deferred RSUs | Annual grant occurs at annual meeting; no performance metrics for director equity |
| Deferred RSUs outstanding (12/31/2024) | 0 | — | Did not elect deferral for 2024 grant |
Executive compensation context (for broader governance): NEO plans use non-GAAP EPS, ROIC, Revenues, TSR relative to S&P 500; multi-year PSU frameworks include EPS growth and ROIC with TSR modifier (+/-30 pts) and specific guardrails. These metrics do not apply to non-employee director pay .
Other Directorships & Interlocks
| Entity | Relationship | Conflict Assessment |
|---|---|---|
| Duke University/academic institutions | Klotman is EVP Health Affairs at Duke; Amgen makes payments to universities (licenses, conferences, research, grants) including those associated with certain directors | Board determined no direct/indirect material interest by directors; transactions did not impair independence |
Expertise & Qualifications
- Broad medical and scientific background; physician-scientist; leadership of major academic institution; extensive research track record .
- Regulatory, compliance, and healthcare ecosystem insights aligned with Amgen’s Corporate Responsibility & Compliance Committee remit .
- Recognitions: National Academy of Medicine (2014) and American Academy of Arts & Sciences (2021) .
Equity Ownership
| Holder | Total Beneficial Ownership | Shares Acquirable Within 60 Days | Percent of Outstanding | Deferred RSUs (excluded due to deferral) |
|---|---|---|---|---|
| Mary E. Klotman | 719 | 0 | <1% | 0 |
- Shares outstanding as of March 24, 2025: 537,650,624 .
- Director stock ownership guideline: 5x annual cash retainer ($575,000) to be met by December 31 of the calendar year in which the fifth anniversary of first stockholder election falls; deferred vested RSUs count toward compliance. For a 2024 election, compliance is expected by December 31, 2029 under the guideline .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Security | Quantity | Notes |
|---|---|---|---|---|
| 06/04/2024 | 05/31/2024 | RSUs (Director program) | 719 | Fully vested director RSUs granted per program; optional deferral available |
| 05/28/2025 | 05/23/2025 | Stock award (grant) | — | Director equity reporting; details in Form 4 PDF |
Governance Assessment
- Committee fit and independence: Klotman’s domain expertise aligns with oversight of compliance (FDA, healthcare programs, drug safety, cybersecurity/AI) and governance; Board has determined independence and appointed her to the Corporate Responsibility & Compliance and Governance & Nominating Committees .
- Attendance and engagement: Board met 6 times in 2024; all directors met at least 75% attendance and attended the annual meeting, supporting engagement standards .
- Ownership alignment: Beneficial ownership of 719 shares and no deferred RSUs as of 12/31/2024 reflects early tenure; Amgen’s stringent 5x retainer guideline and deferral mechanics promote alignment over time .
- Potential conflicts: Amgen’s payments to universities (including Duke) were reviewed; Board concluded no material interest or impairment of independence for affected directors (including Klotman) and maintains robust related-party oversight through formal policy and Audit Committee review .
- Shareholder sentiment: Amgen’s 2024 say-on-pay approved with 93% support; continued governance-focused outreach covers compensation and policy issues, signaling constructive investor engagement (context for overall board credibility) .
- Red flags to monitor: Director perquisite tax gross-ups are provided (shareholder-unfriendly to some); monitor future related-party disclosures and any changes in academic relationships; no pledging/hedging permitted under insider policy, mitigating alignment risks .