Robert A. Eckert
Lead Independent Director at AMGN
Board
About Robert A. Eckert
Robert A. Eckert, age 70, has served on Amgen’s board since 2012 and is the Lead Independent Director (first elected in May 2016; re‑elected by the Board on March 4, 2025, subject to shareholder re‑election). He is an Operating Partner at private equity firm FFL Partners and formerly served as CEO of Mattel (2000–2011) and President & CEO of Kraft Foods (1997–2000). He holds a BS from the University of Arizona and an MBA from Northwestern’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mattel, Inc. | Chief Executive Officer; Chairman of the Board | CEO: 2000–2011; Chairman: 2000–2012 | Led global consumer brand; governance leadership as Chair |
| Kraft Foods Inc. | President & CEO; Group Vice President; President, Oscar Mayer Foods Division | 1997–2000; 1995–1997; 1993–1995 | Senior operating roles across major CPG businesses |
| FFL Partners, LLC | Operating Partner | Since 2014 | Private equity operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Levi Strauss & Co. | Director; Non‑Executive Chair | Director since 2010; Chair since 2021 | Chair, Nominating, Governance & Corporate Citizenship; Member, Compensation & Human Capital |
| Uber Technologies, Inc. | Director | Since 2020 | Chair, Compensation; Member, Nominating & Governance |
| McDonald’s Corporation | Director (prior) | 2003–2023 | Member, Public Policy & Strategy; Governance |
| Eyemart Express Holdings LLC (private) | Director | Since 2015 | Portfolio company oversight |
| Kellogg School of Management | Global Advisory Board | Ongoing | Advisory role |
| University of Arizona | Eller College National Board of Advisors | Ongoing | Advisory role |
Board Governance
- Independence: The Board determined Eckert and all non‑employee directors were independent in 2024 under NASDAQ and SEC rules .
- Lead Independent Director: Robust duties include approving agendas, organizing CEO evaluation, leading Board self‑evaluation, calling independent sessions, acting as liaison to shareholders, and attending committee meetings at discretion .
- Committees: Chair, Compensation & Management Development; Member, Executive; Member, Governance & Nominating .
- Attendance: Board held 6 meetings in 2024; all directors attended at least 75% of Board/committee meetings; independent directors meet in executive session at every regular Board meeting .
- Committee meeting cadence (2024): Audit (10), Compensation (6), Compliance (5), Governance (4); Executive Committee did not meet .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Non‑Employee Director Annual Cash Retainer | 115,000 | Standard cash retainer |
| Lead Independent Director Retainer | 50,000 | Additional retainer for lead role |
| Committee Chair Retainer (Compensation) | 20,000 | Other committee chairs also $20k; Audit chair $30k |
| Committee Member Meeting Retainer | 12,500 | Committee membership meeting retainer |
| Fees Earned or Paid in Cash (Total) | 210,000 | Sum reflected in director compensation table |
| All Other Compensation (Perqs & Tax Gross‑Ups) | 20,161 | Detail in perquisites table (see below) |
Perquisites detail (2024):
- Matching charitable contributions $20,000; Company‑branded items $115; associated tax gross‑up $46; total $20,161 .
Performance Compensation
| Equity Instrument | Grant Date | Units/Value | Vesting | Deferral |
|---|---|---|---|---|
| Annual RSU Award | May 31, 2024 | 719 units; grant date close $305.85; grant value $219,906 | Fully vested upon grant | Directors may defer receipt; dividend equivalents accrue during deferral |
Notes:
- Director equity is time‑based RSUs, not performance‑based; no director bonus/option awards disclosed for Eckert in 2024 .
Other Directorships & Interlocks
| Company | Sector Overlap with Amgen | Role/Committee | Potential Interlock Notes |
|---|---|---|---|
| Levi Strauss & Co. | Apparel (none) | Non‑Exec Chair; committees noted above | Industry non‑overlap; Board reviews independence annually |
| Uber Technologies, Inc. | Technology / Mobility (none) | Compensation Chair; NG committee | Industry non‑overlap; conflicts monitored via Board policies |
Governance controls:
- Director outside relationships require pre‑approval; conflicts actively managed; majority voting; robust executive sessions and committee independence .
Expertise & Qualifications
- Long‑tenured public company CEO/chair experience at Mattel and senior leadership at Kraft; extensive international marketing/business development; governance leadership, including chairing compensation committees at large public companies .
- Board determined Eckert’s background provides valuable governance and management leadership experience to Amgen .
Equity Ownership
| Item (as of Mar 24, 2025) | Amount | Notes |
|---|---|---|
| Beneficially Owned Common Shares | 7,044 | Direct/indirect ownership; excludes deferred RSUs (see below) |
| Shares Acquirable Within 60 Days | 0 | No RSUs/options acquirable within 60 days |
| Deferred Vested RSUs (excluded from “beneficial” count due to deferral) | 17,174 | Deferred RSUs and dividend equivalents |
| Percent of Total Shares Outstanding | <1% | Company disclosure; 537,650,624 shares outstanding |
| Director Stock Ownership Guideline | 5× cash retainer ($575,000) | Counts deferred vested RSUs; all directors with compliance dates on/prior to 12/31/2024 met guidelines |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Includes prohibition on margin pledging and derivatives |
Governance Assessment
- Board effectiveness: Eckert’s role as Lead Independent Director provides strong counterbalance to combined Chair/CEO structure through agenda control, independent sessions, CEO evaluation leadership, and direct shareholder liaison responsibilities .
- Compensation oversight: As Chair of the Compensation & Management Development Committee, Eckert oversees executive pay design, human capital, succession, and shareholder engagement; committee uses independent consultant FW Cook, determined independent with no conflicts .
- Attendance & engagement: Board/committee attendance thresholds met; ongoing governance‑focused investor outreach covering ~51% of outstanding shares supports transparency; 2024 Say‑on‑Pay received 93% support, reinforcing confidence in pay‑for‑performance alignment .
- Alignment & incentives: Director equity is granted as fully vested RSUs with optional deferral, supporting long‑term shareholding and alignment; stock ownership guidelines require 5× retainer and count deferred RSUs; compliance achieved for directors with due dates through 2024 .
- Conflicts & related parties: Board conducts annual independence reviews and requires pre‑approval for outside relationships; Audit Committee approves related‑party transactions; reviews found independence for Eckert with ordinary‑course transactions/donations within thresholds .
- Red flags: Modest tax gross‑ups apply to directors for imputed income on certain perquisites and travel‑related items (e.g., guest travel, commemorative items), which some investors view unfavorably, though amounts are small ($20,161 total for Eckert in 2024) . Hedging/pledging prohibitions mitigate alignment concerns .
Overall, Eckert’s governance roles (Lead Independent Director; Compensation Chair), independence, attendance, and shareholder engagement signal strong board oversight. Minor perquisite tax gross‑ups present a small governance optics issue, but pay structure and ownership guidelines provide robust alignment with shareholders .