S. Omar Ishrak
Director at AMGN
Board
About S. Omar Ishrak
Independent director at Amgen since 2021 (age 69), serving on the Audit and the Compensation & Management Development Committees. Former Medtronic Chairman/CEO (2011–Apr 2020; Executive Chairman through Dec 2020), with prior GE Healthcare leadership roles. He also serves as Co‑Chairman/Lead Independent Director at Allurion Technologies and is a director at Intel (Chair 2020–2023), with an announced plan to retire from Intel’s board at the May 6, 2025 annual meeting. He holds undergraduate and doctoral degrees from King’s College, University of London.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Chairman & CEO; Executive Chairman | 2011–Apr 2020; Executive Chairman through Dec 2020 | Led global, highly regulated med‑tech company; recognized leadership/industry honors |
| GE Healthcare Systems | President & CEO | 2009–2011 | Led medical imaging/diagnostics division |
| GE Healthcare Clinical Systems | President & CEO | 2005–2008 | Operated clinical systems segment |
| GE Healthcare Ultrasound & BMD | President & CEO | 1995–2004 | Built ultrasound/BMD franchises |
| Compute Health Acquisition Corp. (SPAC) | Chairman | 2021–2023 | Sponsored SPAC; merged with Allurion in 2023 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Intel Corporation | Director; Chair of the Board (past) | Director since 2017; Chair 2020–2023 | Audit & Finance Committee; Corporate Governance & Nominating; expected to retire May 6, 2025 |
| Allurion Technologies, Inc. | Co‑Chairman; Lead Independent Director | Since 2023 (post-merger with Compute Health) | Audit Committee; Nominating & Corporate Governance Committee |
| Asia Society | Board of Trustees | N/A | Non‑profit governance |
| Blackstone Life Sciences | Senior Advisor | Since 2021 | Investor advisory role in bio/pharma & med‑tech |
Board Governance
| Item | Detail |
|---|---|
| Amgen Board Committees | Audit (member); Compensation & Management Development (member) |
| Independence | Board determined Ishrak and all non‑employee directors were independent during 2024 (NASDAQ/SEC standards) |
| Attendance | Board held 6 meetings in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting |
| Committee Workload | Audit Committee met 10 times in 2024; Compensation & Management Development Committee met 6 times in 2024 |
| Committee Mandates | Audit oversees financial reporting, auditor independence, related‑party approvals; Compensation oversees exec pay, HCM/succession, shareholder outreach; uses independent consultant FW Cook |
| Lead Independent Director | Robert A. Eckert serves as Lead Independent Director (not Ishrak) |
Fixed Compensation (Amgen Non‑Employee Director – 2024)
| Component | Policy / Amount |
|---|---|
| Annual Cash Retainer | $115,000 |
| Committee Member Retainer | $12,500 |
| Committee Chair Retainers | Audit Chair $30,000; other Chairs $20,000 |
| Lead Independent Director Retainer | $50,000 |
| Director Equity (Annual RSU) | $220,000 grant date fair value; RSUs vest immediately; directors may defer receipt |
| S. Omar Ishrak – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 0 (elected RSUs in lieu of 100% of cash) |
| Stock Awards (ASC 718) | 359,906 |
| All Other Compensation | 22,373 |
| Total | 382,279 |
Breakdown of “All Other Compensation” for Ishrak (perquisites and charitable matching):
- Amgen Foundation charitable match: $20,000
- Personal use of aircraft (incremental): $978; related tax gross‑up: $1,118
- Personal expenses while on business travel: $83; related tax gross‑up: $33
- Company‑branded/recognition items: $115; related tax gross‑up: $46
Performance Compensation (Director Equity Detail – 2024)
| Grant Type | Grant Date | Units | Valuation Detail |
|---|---|---|---|
| Annual Director RSU | May 31, 2024 | 719 | Priced at $305.85 per share (annual meeting grant; fully vested at grant) |
| RSUs in lieu of cash (deferral election) | May 7, 2024 | 116 | Grant date fair value per unit $300.30; receipt deferred |
| RSUs in lieu of cash (deferral election) | Aug 9, 2024 | 108 | Grant date fair value per unit $322.49; receipt deferred |
| RSUs in lieu of cash (deferral election) | Nov 4, 2024 | 220 | Grant date fair value per unit $316.91; receipt deferred |
Notes:
- Non‑employee directors may elect to receive up to 100% of cash fees in deferred vested RSUs; dividends on deferred RSUs accrue as dividend equivalents and are paid in shares when distributed; annual RSUs vest immediately, but directors may defer receipt .
- No performance metrics apply to director equity; awards are time‑based (immediate vesting) .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Notes |
|---|---|---|
| Intel Corporation | Director (Chair 2020–2023; expected to retire May 6, 2025) | Large-cap tech board; retirement plans disclosed |
| Allurion Technologies | Co‑Chairman; Lead Independent Director | Public company in weight loss technology; committees: Audit; Nominating & Corporate Governance |
| Asia Society | Trustee | Non‑profit |
| Blackstone Life Sciences | Senior Advisor | Advisory role to an investor in biopharma/med‑tech |
- Related‑party/conflict oversight: Amgen’s Board affirmed Ishrak’s independence in 2024 after reviewing transactions/relationships; none exceeded materiality thresholds used in independence determinations. Related‑party transactions require Audit Committee approval under a written policy .
Expertise & Qualifications
- Former CEO/Chair of a global med‑tech leader (Medtronic); deep medical technology, manufacturing, international experience (Asia interest), plus board/CEO leadership credentials; honors include AIMBE College of Fellows (2016), Fellow of King’s College London (2017), Bakken Society (2020), and National Academy of Engineering (2020). Degrees: undergraduate and doctorate from King’s College London.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 24, 2025) | 935 shares; 0 shares acquirable within 60 days; <1% of outstanding |
| Deferred RSUs outstanding (Dec 31, 2024) | 4,177 vested/deferred RSUs (incl. dividend equivalents) |
| Deferred RSUs excluded from 60‑day ownership table | 4,211 RSUs excluded due to deferral timing (as of Mar 24, 2025 table) |
| Director Stock Ownership Guideline | 5× annual cash retainer ($575,000) while serving; directors with compliance dates on or before Dec 31, 2024 met the guideline |
| Hedging/Pledging | Prohibited for directors; no hedging, short sales, or pledging Amgen stock (with limited margin exception for cashless option exercises) |
Governance Assessment
- Independence, workload, and attendance: Independent director; serves on two high‑leverage committees (Audit and Compensation), with robust 2024 committee activity (Audit 10 meetings; Compensation 6); all directors met ≥75% attendance and attended the 2024 annual meeting—supportive of board effectiveness and engagement.
- Pay alignment: Elected to receive 100% of cash fees in deferred RSUs in 2024, increasing equity alignment; annual director equity vests immediately but can be deferred; ownership guideline is stringent (5× retainer) and compliance is tracked.
- Potential conflicts: Board reaffirmed independence after transaction reviews; related‑party transactions are tightly governed by Audit Committee policy; no specific related‑party transactions disclosed for Ishrak.
- RED FLAGS: Company provides tax gross‑ups to directors for imputed income tied to certain perquisites (e.g., aircraft use; guests), including for Ishrak in 2024—this practice can be viewed as shareholder‑unfriendly, though amounts were modest in 2024.
- External load and transitions: Expected retirement from Intel’s board at the May 6, 2025 meeting reduces external board time commitments, potentially increasing Amgen focus; Allurion leadership role and Blackstone Life Sciences advisory position add sector insight.