Robert A. Bradway
AMGENAbout Robert A. Bradway
Robert A. Bradway is Chairman of the Board (since 2013), Chief Executive Officer (since 2012), and President (since 2010) of Amgen; age 62; holds a bachelor’s in biology from Amherst College and an MBA from Harvard Business School . Under his leadership, Amgen delivered 2024 revenue growth of 19% year-over-year and strong pipeline execution; the Board highlighted record product sales, expanded manufacturing capacity, and disciplined capital allocation (R&D $6.0B, capex $1.1B, debt reduced $4.5B, and $5.0B returned to shareholders) . Pay-versus-performance shows Amgen’s 2024 non-GAAP EPS of $19.84 and a 2024 TSR index value of 125.95 (baseline 2019=100), with clear emphasis on ROIC and EPS in long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amgen | EVP & CFO | 2007–2010 | Built finance discipline ahead of CEO tenure; foundation for capital allocation and ROIC focus . |
| Amgen | COO | 2010–2012 | Led operations during scale-up; bridged to CEO role . |
| Amgen | VP, Operations Strategy | 2006–2007 | Early leadership in operations and strategy . |
| Morgan Stanley (London) | Managing Director; responsibility for European banking & corporate finance | Began role in 2001 | Global corporate finance expertise; informs M&A and capital markets execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Boeing Company | Director; Chair of Governance & Public Policy Committee; member, Compensation Committee; previously Chair of Finance Committee (2021–2024) | Director since 2016 | Governance and compensation oversight experience at a large-cap, highly regulated issuer . |
| University of Southern California | Board of Trustees | Since 2014 | Higher education governance exposure . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,722,300 | 1,786,977 | 1,865,400 |
| Target Bonus (%) | 150% of base | 150% of base | 150% of base |
| Actual Annual Cash Incentive ($) | 3,122,000 | 4,264,000 | 3,845,000 |
| Perquisites & Other ($) | 643,175 | 680,456 | 714,332 |
| CEO Pay Ratio | 153:1 | — | 153:1 (median employee $160,017; CEO total comp $24,428,495) |
Performance Compensation
| Component | Design / Metrics | 2024 Grants / Outcomes |
|---|---|---|
| Long-term incentive (LTI) mix | 80% performance-based (50% performance units, 30% options) + 20% RSUs; minimum vesting ≥1 year; awards generally vest over 4 years . | 2024 grants: Performance Units $9,000,000; Options $5,400,000; RSUs $3,600,000; Total $18,000,000 . |
| Performance units (3-yr) | Equal weighting of non-GAAP EPS growth and ROIC; +/-30 pts TSR modifier vs S&P 500; cap if absolute TSR < 0 . | 2022–2024 payout: 73.3% (EPS 100.3%, ROIC 55.1%; TSR rank 46.3rd percentile → −4.4 pts) . |
| Options | Generally 10-year term; vest over 4 years; 2024 grant strike $300.30; expires 5/7/2034 . | 2024 options granted: 77,877 at $300.30 . |
| RSUs | Generally vest in 3 tranches on 2nd/3rd/4th anniversaries for awards before 4/1/2025; from 4/1/2025, equal vesting on 1st–4th anniversaries . | 2024 RSUs granted: 11,988 units . |
| Say-on-pay support | 93% support in 2024; continuing broad investor outreach (~51% of outstanding shares engaged) . |
2024 annual cash incentive plan goal framework and outcomes:
| Goal | Weight | Target/Definition | Actual/Result | Payout/Score |
|---|---|---|---|---|
| Revenues | 30% | $33.278B | $33.424B; 103.3% | 31.0% |
| Non-GAAP Net Income | 30% | $10.523B | $10.734B; 107.0% | 32.1% |
| Progress Innovative Pipeline (composite) | 30% | Early pipeline + key studies/filings | Weighted score 53.3% | 53.3% |
| Advance Early Pipeline | 10% | Portfolio creation/INDs/biomarkers | 176.4% | 17.6% |
| Execute Key Studies & Filings | 20% | Clinical/regulatory milestones | 178.4% | 35.7% |
| Deliver Annual Priorities (composite) | 10% | Sustainability + integration | Weighted score 22.0% | 22.0% |
| Sustainability | 5% | 2027 targets progress; inclusion; talent dashboard | 214.6% | 10.7% |
| Successful Integrations | 5% | Horizon integration synergies | 225.0% (>$400M synergies vs $200M target) | 11.3% |
| Final Score | — | — | 138.4% of target | 138.4% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,386,441 shares; less than 1% of shares outstanding . |
| Shares acquirable within 60 days | 840,882 (mostly vested options) . |
| Stock ownership guideline | 6x base salary for CEO; policy requires retention until met; Bradway exceeds—holds >87x base salary (>14x guideline) as of 12/31/2024 . |
| Hedging/pledging | Prohibited under Insider Trading Policy (no short sales, no hedging, no margin/pledging, except cashless exercise margin) . |
| Outstanding awards (12/31/2024) | Unvested RSUs: 41,699 ($10,868,427) ; Performance units: 28,617 (2024–2026 target) and 66,669 (2023–2025 at 200% disclosure basis) ; Unexercisable options: 77,877 at $300.30, expiring 5/7/2034 . |
Employment Terms
- No CEO employment agreement; no guaranteed bonuses; no dividends on unvested equity; no tax gross-ups (except relocation); no single-trigger equity acceleration .
- Clawback policy (mandatory recovery for financial restatements) and equity/cash incentive recoupment provisions for misconduct .
- Change-of-control severance plan (double-trigger): lump sum cash 2x annual cash compensation (base + target bonus); up to 18 months COBRA; formulaic retirement plan contributions; no tax gross-ups; automatic one-year plan extensions .
Board Governance
- Board roles: Bradway is Chairman, CEO, and President; Chair of Executive Committee; member of Equity Award Committee and Corporate Responsibility & Compliance Committee .
- Independence: 11 of 12 nominees independent; Bradway is not independent (management role) .
- Lead Independent Director: robust responsibilities (agenda approval, CEO evaluation, independent sessions, liaison role); Board annually evaluates combined Chair/CEO structure; reaffirmed in March 2025 .
- Meetings: Board held 6 meetings in 2024; all directors attended ≥75% of meetings; annual meeting attendance policy .
Director Compensation
- Employee directors (Bradway) receive no additional director fees; non-employee director program disclosed separately (cash retainer, RSUs, ownership guidelines) . Bradway’s compensation appears only under executive compensation, not director pay .
Compensation Peer Group (benchmarking reference)
| Peer group used for 2024 | Notes |
|---|---|
| AbbVie; AstraZeneca*; Biogen; Bristol-Myers Squibb; Eli Lilly; Gilead; GSK*; Johnson & Johnson; Merck; Novartis*; Pfizer; Regeneron; Roche*; Sanofi* | “Market median” values considered as a reference point; FW Cook is independent consultant . |
| 2025 addition | Vertex Pharmaceuticals Incorporated added; maintains comparability . |
| *Non-U.S. based | — . |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 93%; Board and management conducted governance-focused outreach since the annual meeting with holders of ~51% of outstanding shares; expanded disclosures on compensation alignment, pricing practices, patents, ESG, and political spending oversight .
Multi-Year CEO Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,722,300 | 1,786,977 | 1,869,242 |
| Stock Awards ($) | 11,138,544 | 11,138,503 | 12,599,930 |
| Option Awards ($) | 4,773,714 | 4,773,714 | 5,399,991 |
| Non-Equity Incentive ($) | 3,122,000 | 4,264,000 | 3,845,000 |
| All Other Compensation ($) | 643,175 | 680,456 | 714,332 |
| Total ($) | 21,399,733 | 22,643,650 | 24,428,495 |
Equity Award Grants (2024)
| Grant Type | Units / Value | Vesting / Terms |
|---|---|---|
| Performance Units | $9,000,000 grant-date value; target units shown in proxy tables | 3-year performance period (2024–2026); EPS and ROIC equally weighted; TSR modifier ±30 pts vs S&P 500; cap if absolute TSR < 0 . |
| Stock Options | $5,400,000; 77,877 options at $300.30; expire 5/7/2034 | Generally vest over 4 years; awards before 4/1/2025 vest on 2nd/3rd/4th anniversaries; post 4/1/2025 vest annually over 4 years . |
| RSUs | $3,600,000; 11,988 RSUs on 5/7/2024 | Same vesting conventions as options; dividend equivalents accrue but are paid only when underlying awards vest/earn . |
Employment Terms (Change-of-Control Economics)
| Provision | CEO (Bradway) |
|---|---|
| Severance multiple | 2x annual cash compensation (base + target annual cash incentive) . |
| Healthcare | Company-paid group health/dental continuation up to 18 months under COBRA . |
| Retirement plan contribution | Lump-sum/cash or SRP contribution per formula (includes 10% of base + target bonus times multiple) . |
| Tax gross-ups | None (benefits reduced if excise tax triggers and reduction is economically favorable) . |
| Equity treatment | RSUs/options: double-trigger full vesting; performance units: truncated performance calculation; pro-rata rules for early change-of-control; special rules for death/disability/retirement . |
Investment Implications
- Alignment strong: majority of pay is at risk; LTI tied to ROIC, EPS, and relative TSR—with 2022–2024 performance units paying at 73.3% (below target), indicating discipline when ROIC is pressured by acquisitive capital deployment .
- Insider selling pressure likely tied to scheduled RSU and option vesting rather than discretionary sales; 41,699 unvested RSUs and 77,877 unexercisable 2024 options vest over the next several years; policy bars hedging and pledging, and robust stock ownership (CEO >87x salary) supports alignment with shareholders .
- Governance trade-off: combined CEO/Chair mitigated by a strong Lead Independent Director structure, fully independent key committees, and 11/12 independent directors; the Board reviews leadership structure annually .
- Pay practices investor-friendly: no single-trigger acceleration, no tax gross-ups (except relocation), mandatory clawback, and market-median benchmarking with independent consultant oversight; 2024 say-on-pay support at 93% suggests investor acceptance .
Overall, Bradway’s compensation is heavily performance-based, with explicit ROIC and EPS targets and TSR modulation; large personal shareholdings and strict anti-hedging/pledging policies reduce misalignment risk, while vesting calendars may create periodic selling windows—tempered by ownership and retention guidelines .
All facts above are sourced from Amgen Inc. 2025 DEF 14A.