Wanda M. Austin
AMGENAbout Wanda M. Austin
Wanda M. Austin (age 70) is an independent director of Amgen, serving since 2017. She is the retired President & CEO of The Aerospace Corporation (2008–2016), holds degrees from Franklin & Marshall (BS), University of Pittsburgh (MS), and USC (PhD), and is a member of the National Academy of Engineering . At Amgen, she serves on the Audit Committee and the Compensation and Management Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Aerospace Corporation | President & CEO | 2008–2016 | Led highly regulated national security space programs |
| The Aerospace Corporation | SVP, National Systems Group | 2004–2007 | Senior leadership of national systems |
| University of Southern California (USC) | Interim President | 2018–2019 | Led major academic institution |
| USC Viterbi School of Engineering | Adjunct Research Professor | Since 2007 | Research/teaching; STEM advocacy |
| MakingSpace, Inc. | Co-founder | N/A | STEM motivational speaking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Director | Since Feb 2024 | Audit & Finance Committee |
| Chevron Corporation | Director; Lead Independent Director | Since 2016; LID since 2022 | Chair, Nominating & Governance; Member, Management Compensation Committee |
| Virgin Galactic Holdings, Inc. | Director (prior) | 2019–2023 | Chair, Compensation; Member, Safety Committee |
| USC | Life Trustee | 2010–2021 (voting trustee) | Governance at academic institution |
| National Geographic Society; Space Foundation | Board roles (prior) | N/A | Non-profit governance |
Board Governance
- Committee assignments: Audit (member), Compensation & Management Development (member) .
- Independence: Board determined all current non‑employee directors, including Austin, were independent in 2024 under NASDAQ and SEC rules .
- Attendance and engagement: Board held 6 meetings in 2024; all directors attended at least 75% and attended the 2024 Annual Meeting .
- Committee activity: Audit Committee held 10 meetings in 2024; Compensation Committee held 6 meetings in 2024 .
- Lead Independent Director: Robert A. Eckert (since 2016; re‑elected March 4, 2025) with robust responsibilities .
- Director commitments policy: No director should serve on more than five public company boards (Amgen plus four outside); Governance Committee annually reviews commitment levels .
Fixed Compensation
| Component | Standard 2024/2025 Terms | Austin – 2024 Actual |
|---|---|---|
| Annual cash retainer | $115,000 (effective 2024) | $140,000 |
| Committee chair retainers | Audit Chair: $30,000; Other Chairs: $20,000 | N/A (member, not chair) |
| Committee member meeting retainer | $12,500 | Included in cash fees total |
| Lead Independent Director retainer | $50,000 (if applicable) | N/A |
| Equity award (RSUs) | $220,000 grant date market value; vests immediately; deferral optional | $219,906 stock awards (ASC 718) |
| Other compensation | Expense reimbursements; matching gifts; tax gross‑ups on imputed perquisites in certain cases | $10,277 (includes qualifying perqs/gross‑ups per policy) |
| Total | – | $370,183 |
- Director stock ownership guideline: 5× annual cash retainer ($575,000) while serving as a non‑employee director; deferred vested RSUs count; directors with compliance dates on or before 12/31/2024 met guidelines .
Performance Compensation
- Directors do not receive performance‑based pay; annual RSUs vest immediately and can be deferred; directors may also elect RSUs in lieu of cash fees .
- As context for board oversight of pay‑for‑performance, Amgen’s 2024 executive Annual Cash Incentive plan goals and results:
| Goal | Weight | Target/Result | % Achieved |
|---|---|---|---|
| Revenues ($B) | 30% | Target $33.278; Result $33.424 | 103.3% |
| Non‑GAAP Net Income ($B) | 30% | Target $10.523; Result $10.734 | 107.0% |
| Advance Early Pipeline | 10% | Multiple INDs/new product teams | 176.4% |
| Execute Key Studies & Filings | 20% | Multiple approvals/submissions | 178.4% |
| Sustainability | 5% | Exceeded 2027 pathway milestones | 214.6% |
| Integrations & Collaborations | 5% | >$400M synergies (2× target) | 225.0% |
| Final Score | – | – | 138.4% |
- 2024 Say‑on‑Pay support: 93% stockholder approval, indicating investor alignment on compensation framework .
Other Directorships & Interlocks
| Company | Industry Relationship to Amgen | Potential Interlock/Conflict Note |
|---|---|---|
| Apple Inc. | Technology supplier/user (general corporate IT) | Board independence review covers transactions with entities where directors serve; no material conflicts identified |
| Chevron Corporation | Energy supplier (indirect, general operations) | Same independence review; no material conflicts identified; Austin is LID at Chevron |
- Independence review: Board annually reviews direct/indirect transactions with entities linked to directors; all were ordinary course and below materiality thresholds—none warranted a determination of non‑independence .
Expertise & Qualifications
- CEO leadership experience in a highly regulated, technology‑intensive sector; deep science/technology and government affairs expertise; public company board leadership (Apple Audit & Finance; Chevron LID) .
- Recognitions: National Academy of Engineering membership .
Equity Ownership
| Metric | 2019 | 2020 | 2021 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Beneficially owned shares | 1,221 | 2,348 | 3,194 | 4,886 | 5,825 | 6,544 |
| Shares acquirable within 60 days | 0 | 0 | 0 | 0 | 0 | 0 |
| Ownership % of outstanding | <1% | <1% | <1% | <1% | <1% | <1% |
| Deferred vested RSUs (excluded) | 0 | 0 | 0 | 0 | 0 | 0 |
- Policy: Directors subject to insider trading restrictions—no hedging, pledging, short sales, margin purchases (except cashless option exercises); this applies to board members .
Governance Assessment
- Strengths:
- Independent director with deep technology, risk, and government expertise relevant to Amgen’s regulated environment; sits on key oversight committees (Audit; Compensation) .
- Board governance practices robust (executive sessions, independent committee leadership, strong LID role, majority voting, proxy access; no poison pill) .
- Committee activity and board engagement are high; attendance thresholds met .
- Shareholder support for compensation framework (93% in 2024) signals investor confidence in oversight of pay‑for‑performance .
- Watch‑items/Red Flags:
- Tax gross‑up reimbursements for directors on imputed income for certain perquisites are provided; this is generally viewed as shareholder‑unfriendly and merits monitoring for scale/frequency .
- Director pay is not performance‑linked (immediate‑vesting RSUs); while market‑standard, it places emphasis on ownership/deferral rather than explicit metrics—investors may prefer stronger at‑risk structures for directors in some cases .
- Multiple outside boards: Austin serves at Apple and Chevron; this is within Amgen’s policy limit (≤5 boards), but continued monitoring of time commitments is prudent given committee leadership at Chevron and Apple .
Implications: Austin’s audit and compensation committee roles, combined with national security/technology leadership background, support effective oversight of financial reporting, risk, and human capital/pay frameworks. The presence of tax gross‑ups for directors and non‑performance‑based director equity are minor governance soft spots to watch; however, current independence determinations and investor feedback suggest low conflict risk and solid board effectiveness .