Michael V. Drake
Director at AMGN
Board
About Michael V. Drake
Michael V. Drake, M.D., age 74, has served as an independent director of Amgen since 2022. He is President of the University of California (UC) system since 2020 and is expected to resign at the end of the 2024–2025 academic year; he holds an undergraduate degree from Stanford and a medical doctorate from UC San Francisco, and previously held senior academic leadership roles across UC and The Ohio State University . He brings medical, healthcare, and scientific expertise coupled with extensive experience leading complex academic systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University | President | 2014–2020 | Led major academic medical center and system-level initiatives |
| University of California, Irvine | Chancellor; Distinguished Professor (Ophthalmology; Education) | 2005–2014 | System leadership; academic governance |
| University of California system | Vice President for Health Affairs | 2000–2005 | Oversaw systemwide health programs |
| UC San Francisco School of Medicine | Faculty; Steven P. Shearing Professor; Senior Associate Dean (Admissions/Extramural) | 1979–2005 | Academic leadership and clinical faculty roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of California | President | 2020–present | Expected resignation end of 2024–2025 academic year |
| Other public company boards | — | — | None |
Board Governance
- Committee memberships: Governance and Nominating; Corporate Responsibility and Compliance; not a committee chair .
- Independence: Board determined Drake was independent during 2024 under NASDAQ and SEC standards .
- Attendance: Board held 6 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served; directors attended the 2024 Annual Meeting .
- Lead Independent Director: Robert A. Eckert (re-elected March 4, 2025, subject to shareholder vote) .
- Governance practices include regular executive sessions of independent directors, robust limitations on other boards and annual review of director commitment levels, and a director retirement age of 75 (Drake is 74) .
Fixed Compensation
2024 Director Compensation Schedule (non-employee directors)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Applies to all non-employee directors |
| Lead Independent Director retainer | $50,000 | Incremental cash retainer |
| Audit Committee Chair | $30,000 | Chair fee |
| Other Committee Chairs (Comp/Compliance/Governance) | $20,000 | Chair fee |
| Committee member meeting retainer | $12,500 | Committee membership fee |
| Annual RSU grant (fair value) | $220,000 | Granted at annual meeting; vests immediately; directors may defer receipt |
Michael V. Drake — 2024 Director Compensation
| Metric | 2024 | Details |
|---|---|---|
| Fees earned/paid in cash | $0 | Elected to receive RSUs in lieu of 100% of cash fees |
| Stock awards (ASC 718 FV) | $359,906 | Includes annual RSU grant and RSUs in lieu of cash fees |
| All other compensation | $20,180 | Primarily $20,000 charitable match; minor perqs and tax gross-up |
| Total | $380,086 | Sum of above |
2024 RSU Activity (Grants and Deferrals)
| Grant Type | Grant Date | Units | Grant-Date Value per Unit | Notes |
|---|---|---|---|---|
| Annual RSU grant | May 31, 2024 | 719 | $305.85 | Vests immediately; directors may defer |
| RSUs in lieu of cash fees | May 7, 2024 | 116 | $300.30 | Receipt deferred; issued 2 business days post-earnings |
| RSUs in lieu of cash fees | Aug 9, 2024 | 108 | $322.49 | Receipt deferred |
| RSUs in lieu of cash fees | Nov 4, 2024 | 220 | $316.91 | Receipt deferred |
- Directors may elect to defer vested RSUs; dividend equivalents accrue on deferred RSUs; these count toward stock ownership guidelines .
Performance Compensation
- No performance-based compensation disclosed for directors; annual RSU grants vest immediately and are not subject to performance metrics (directors may voluntarily defer receipt) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public company boards | None |
| UC relationships | Amgen has payments/business transactions and Amgen Foundation grants with UC (e.g., licenses, trials, R&D); Board determined no director had any direct/indirect material interest and maintained independence |
Expertise & Qualifications
- Medical/healthcare/scientific background; extensive management and leadership experience leading two world-ranking academic systems; brings expertise managing complex organizations .
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Beneficially owned common shares | 0 | As of March 24, 2025; less than 1% of shares outstanding |
| Shares acquirable within 60 days | 0 | As of March 24, 2025 |
| Deferred RSUs outstanding | 3,577 | As of Dec 31, 2024; vested/deferred; dividend equivalents included |
| Deferred RSUs excluded from beneficial ownership due to timing | 3,608 | As of Mar 24, 2025; deferred beyond 60-day window |
| Shares outstanding | 537,650,624 | As of Mar 24, 2025 |
| Director stock ownership guideline | 5x annual cash retainer ($575,000) | Deferred vested RSUs count; compliance due by fifth anniversary; directors with compliance dates ≤ Dec 31, 2024 met guidelines |
| Hedging/pledging policy | Prohibited (short sales, hedging, pledging, derivatives) | Applies to directors under global Insider Trading Policy |
Governance Assessment
- Alignment: Strong equity tilt—Drake elected to receive 100% of cash fees in RSUs, increasing long-term alignment and exposure; annual RSU grant vests immediately with option to defer .
- Independence: Board affirmed independence; UC-related transactions reviewed and deemed immaterial with no direct/indirect interest; independence preserved .
- Engagement: Serves on Governance and Compliance committees that oversee director compensation policies, independence, and non-financial compliance risk (including FDA, pricing/access, cybersecurity/AI); committees met 4 and 5 times respectively in 2024 .
- Attendance: Board met six times in 2024; all directors ≥75% attendance; continued participation in annual meeting; indicates baseline engagement .
- Risk controls: Prohibition on hedging/pledging, strong stock ownership guidelines, and robust executive sessions support investor confidence .
- RED FLAGS: Company provides tax gross-ups for certain director perquisites (e.g., imputed income on travel/perqs); Drake received $20,180 in “all other compensation,” primarily matching gifts with minor gross-up—an investor-unfriendly practice even if amounts are small .
- Succession: Director retirement age is 75; at age 74, near-term refreshment planning applies; Board highlights continuous refresh and commitment level reviews .