Paula Price

About Paula A. Price

Paula A. Price (age 63) is an independent director of Bristol Myers Squibb, serving since 2020, and is a designated audit committee financial expert. She is a former public company CFO (Macy’s; Ahold USA) and former Senior Lecturer at Harvard Business School; at BMS she sits on the Audit Committee and the Committee on Directors and Corporate Governance, bringing deep finance, risk, and governance expertise .

Past Roles

Organization	Role	Tenure/Years	Committees/Impact
Macy’s, Inc.	EVP & Chief Financial Officer	2018–2020	Led public company finance and reporting
Harvard Business School	Senior Lecturer, Accounting & Management	2014–2018	Academic teaching/leadership in accounting and governance
Ahold USA	EVP & Chief Financial Officer	2009–2014	Oversaw U.S. retail finance and controls
CVS Caremark	SVP, Controller & Chief Accounting Officer	2006–2009	Chief accounting and controls leadership

External Roles

Organization	Role	Notes
Accenture plc	Director	Current public company board
Warner Bros. Discovery	Director	Current public company board
Mondelez International, Inc.	Director	Current public company board
Blue Cross Blue Shield of Massachusetts	Director	Non-profit/industry role
Columbia University Mailman School of Public Health	Advisory Board Member	External advisory role
Mutual of America	Director	External board role
Former: DaVita, Dollar General, Western Digital	Former Director	Prior public company boards

Board Governance

Independence: BMS Board determined 10 of 11 nominees independent; Price is an independent director .
Committees (BMS): Audit Committee; Committee on Directors and Corporate Governance .
Financial Expert: Board determined Ms. Price qualifies as an “audit committee financial expert” under SEC rules .
Attendance/Engagement: In 2024 the Board met 9 times; average director attendance exceeded 96%, with no director under 85% (committee meetings held: Audit 8; Governance 3; Compensation 6; S&T 5) .
Workload/Interlocks: The Board noted Ms. Price is currently a member of the audit committee of three other public company boards; after recusal, the Board determined this simultaneous service does not impair her ability to serve on BMS’s Audit Committee .

Fixed Compensation (Director)

Component (2024)	Amount
Annual cash retainer	$110,000
Committee member retainers (Audit; Governance)	$15,000 each
Total fees earned/paid in cash (Price)	$140,000
All other compensation (charitable match)	$30,000

Notes:

Director cash retainer increased by $5,000 to $110,000 for 2024; change placed total compensation near median of peer group per consultant review (FW Cook) .
Lead Independent Director role (not Price) has an additional $50,000 retainer .

Performance Compensation (Director Equity and Terms)

Item	Details
Annual equity grant	Deferred Share Units (DSUs) valued at $210,000 (non-forfeitable at grant; settled in BMY shares at board retirement or a pre-specified future date)
2024 DSU grant sizing	4,314.773 DSUs at $48.67 grant-date FMV (for directors serving on Feb 1, 2024)
Options	No stock options have been granted to directors since 2006 (no outstanding options for non-employee directors except legacy Celgene conversion for Dr. Haller)
Performance conditions	Director DSUs are not performance-vested (non-forfeitable at grant); no director performance metrics disclosed for director equity

Other Directorships & Interlocks

Company	Role	Committee Notes/Interlocks
Accenture plc	Director	Current public board
Warner Bros. Discovery	Director	Current public board
Mondelez International, Inc.	Director	Current public board
Audit committee service breadth	Member of audit committees at three other public companies; BMS Board assessed no impairment to BMY Audit Committee service (Price recused from determination)

Expertise & Qualifications

Skills matrix highlights: Public company CEO/CFO experience; Financial expertise; Risk management; Academia/Non-Profit; Digital .
Audit committee financial expert designation .

Equity Ownership (Alignment)

Item	Value
Total common shares beneficially owned (as of Mar 14, 2025)	20,434
Common shares underlying options/stock units (vesting within 60 days)	0
Common shares underlying deferred share units	20,434
Ownership concentration	No individual director/officer ≥1% of outstanding shares
Director ownership guideline	5× annual cash retainer within 5 years; at least 25% of retainer deferred until guideline met
Hedging/Pledging	Hedging prohibited; pledging/margin prohibited except limited pre-approved cases; none of the directors or executive officers has pledged or holds in margin

Governance Assessment

Strengths

Seasoned public-company CFO with deep accounting, internal controls, and risk oversight experience; designated “audit committee financial expert,” strengthening Audit Committee effectiveness .
Strong alignment via mandatory DSU program and ownership guidelines; anti-hedging/anti-pledging policy with no pledges enhances investor alignment .
High board/committee attendance culture (96%+ average) and robust committee cadence (Audit met 8x in 2024) support active oversight .

Watch items / Potential conflicts

Multiple outside public-company audit committee roles: workload/interlock risk to monitor; BMS Board assessed no impairment but investors typically scrutinize overboarding for audit committee members .
Director pay mix relies on time-based DSUs (non-performance-based); while this aligns with market norms for non-employee directors, it offers no performance leverage beyond stock price exposure .

RED FLAGS

None disclosed for related-party transactions, pledging, hedging, or attendance issues specific to Ms. Price .

Additional context

2024 adjustments increased director equity grant by $10,000 (to $210,000) and cash retainer by $5,000 (to $110,000), positioning total director pay near peer median; indicates measured, market-aligned approach to director compensation .
Governance Committee oversees related-party transactions policy; no Price-specific related-party exposure disclosed .