Peter Arduini
Director at BMY
Board
About Peter J. Arduini
Peter J. Arduini, age 60, has served on the Bristol Myers Squibb (BMS) Board since 2016 and is currently Chair of the Compensation and Management Development Committee (CMDC). He is President & CEO of GE Healthcare (2022–present), and previously served as CEO of Integra LifeSciences, with senior leadership roles at Baxter Healthcare and GE Healthcare, bringing deep healthcare, commercialization, and financial expertise to BMS’s board. He is designated independent; the Board affirmed his independence despite an immaterial, ordinary‑course business relationship between BMS and GE Healthcare in 2024 under categorical standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Healthcare | President & Chief Executive Officer | 2022–present | Public company CEO experience; healthcare, financial, sales/marketing expertise. |
| Integra LifeSciences | President & Chief Executive Officer; President & COO | 2012–2021; 2010–2012 | Led strategic and operational transformation; prior Board service at Integra. |
| Baxter Healthcare | Corporate VP & President, Medication Delivery | 2005–2010 | Managed global product division; commercialization and operations. |
| GE Healthcare (earlier career) | Various management roles culminating in leading global functional imaging | ~15 years (dates not specified) | Deep operating leadership across domestic and global businesses. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Healthcare | Director | Current | Other public company directorship; potential vendor interlock to be monitored. |
| AdvaMed | Director | Current | Industry policy and standards engagement in medical technology. |
| National Italian American Foundation | Director | Current | Non‑profit governance. |
| Susquehanna University | Trustee | 2016–2022 | Higher education governance. |
| Integra LifeSciences | Former Public Company Director | Prior | Former public company board experience. |
Board Governance
- Committee assignments: Chair, Compensation and Management Development Committee (CMDC). Effective after the 2024 Annual Meeting, Arduini rotated from Science & Technology to CMDC Chair. As of May 6, 2025 committee composition: CMDC Chair; no other committee memberships listed for Arduini.
- Independence: The Board determined 10 of 11 nominees are independent; Arduini is independent. A BMS–GE Healthcare relationship in 2024 (early development and license agreements) was reviewed and deemed immaterial under categorical standards—payments did not exceed the greater of $1 million or 2% of GE Healthcare revenues and were on arm’s‑length terms.
- Attendance and engagement: The Board met 9 times in 2024 with average aggregate attendance over 96%; no director attended fewer than 85% of meetings. Independent directors held executive sessions during meetings; directors strongly encouraged to attend the Annual Meeting—2024 nominees who were directors as of the 2024 Annual Meeting attended.
- CMDC remit: Oversees executive compensation, succession planning, recoupment policies, incentive risk assessment, and alignment with strategy (growth, operating excellence, capital allocation); produces CD&A and CMDC report.
- Shareholder engagement: Board and management engaged ~50 top shareholders (~52% of voting shares); feedback on executive compensation was “generally positive.” 2024 say‑on‑pay approved by 94%, supporting program alignment.
Fixed Compensation (Director)
| Component | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $136,790 | Includes Board member retainer and CMDC Chair retainer; may reflect pro‑rated committee rotation timing. |
| Stock Awards ($) | $210,000 | Annual Deferred Share Units (DSUs) grant; 4,314.773 DSUs granted on Feb 1, 2024 at $48.67 grant‑date FMV. |
| Option Awards ($) | $0 | No options granted to directors since 2006. |
| All Other Compensation ($) | $30,000 | Company matching of charitable contributions (director eligible up to $30k). |
| Total ($) | $376,790 | Sum of above. |
| Cash Deferral Election | 100% | Arduini deferred $136,790 cash to DSUs, acquiring 2,418 DSUs. |
| Director Ownership Guidelines | 5x annual cash retainer | Required within five years; at least 25% of cash retainer must be deferred until guideline met. |
| DSU Settlement | Upon retirement or specified future date | Under the 1987 Deferred Compensation Plan for Non‑Employee Directors. |
Performance Compensation (Company Incentives Overseen by CMDC)
- Annual Incentive Plan (SVP+ including NEOs) weights: Growth Portfolio Revenue (ex‑FX) 35%; Non‑GAAP Operating Income 30%; Pipeline 25%; Sustainability Scorecard 10%. Individual performance removed for senior executives to reinforce team‑based outcomes.
| 2024 AIP Metric | Target | Actual | % of Target | Payout % |
|---|---|---|---|---|
| Non‑GAAP Operating Income ($M) | $17,500 | $18,577 | 106.2% | 138.45% |
| Growth Portfolio Revenue (ex‑FX) ($M) | $22,500 | $22,799 | 101.3% | 100.00% |
| Pipeline Score (1–5 scale) | 3.0 | 4.9 | 163.3% | 195.00% |
| Sustainability Scorecard (1–5 scale) | 3.0 | 4.0 | 133.3% | 150.00% |
| Company Performance Factor | — | — | 121.5% | 140.29% |
- Long‑Term Incentive (PSUs/MSUs) design: PSUs measured on Growth Portfolio Revenue (40%), Non‑GAAP Operating Margin (25%), Relative TSR CAGR (35%); MSUs measured on Total Return (price appreciation plus dividends) over 3 years (Mar 2024–Mar 2027), vesting end‑of‑period; grants approved early March, grant date typically Mar 10.
Other Directorships & Interlocks
| Entity | Role | Relationship to BMS | Conflict Review Outcome |
|---|---|---|---|
| GE Healthcare | Director; President & CEO | BMS had ordinary‑course payments in 2024 (early development and license agreements). | Deemed immaterial under categorical standards; arm’s‑length; payments below thresholds. |
| AdvaMed | Director | Industry association | No related‑party transaction disclosed. |
| National Italian American Foundation | Director | Non‑profit | No related‑party transaction disclosed. |
| Susquehanna University | Trustee (2016–2022) | Higher education | No related‑party transaction disclosed. |
| Integra LifeSciences | Former public director | Medical devices | Historical role; no current related‑party exposure noted. |
Expertise & Qualifications
- Top skills: Public company CEO; healthcare; sales & marketing; financial.
- Governance: CMDC Chair; experience aligning incentives with strategic priorities; compensation policy risk mitigation and clawback oversight.
- Board skills matrix: age 60; tenure 9.1 years as of May 6, 2025; independent.
Equity Ownership
| Metric (as of dates noted) | Amount |
|---|---|
| Total Common Shares Owned (incl. DSUs) – Mar 14, 2025 | 60,938 |
| Common Shares Underlying Deferred Share Units – Mar 14, 2025 | 60,938 |
| Deferred Share Units Held – Dec 31, 2024 | 56,788 |
| Options | None outstanding (directors generally have no options since 2006) |
| Hedging/Pledging | Prohibited; none of directors or executive officers have pledged or hold shares in margin accounts. |
| Ownership vs. outstanding | No director or executive officer individually owns ≥1% of outstanding shares. |
Governance Assessment
- Committee leadership and alignment: As CMDC Chair, Arduini led 2024 incentive design changes to emphasize Growth Portfolio Revenue and Non‑GAAP Operating Income, remove individual modifiers for SVP+, and include pipeline and sustainability metrics—strengthening pay‑for‑strategy alignment and risk controls.
- Shareholder support: High say‑on‑pay approval (94% in 2024) and active outreach to ~52% of voting shares support confidence in compensation oversight.
- Independence and conflicts: Board affirmed independence; GE Healthcare relationship reviewed under categorical standards, deemed immaterial and arm’s‑length; Governance Committee oversees related‑party policies.
- Attendance and engagement: Board met 9 times; average attendance >96%; independent directors held executive sessions—no director below 85% attendance.
- Ownership alignment: Robust director ownership guideline (5x annual retainer) with mandatory deferral until met; Arduini has substantial DSU holdings and defers 100% of cash fees, increasing alignment.
- Risk mitigants: Hedging/pledging prohibitions; clawback/recoupment policies; fixed grant timing; no option repricing without shareholder consent; severance approval policy (>2.99x cash severance requires shareholder approval).
- RED FLAGS: No material related‑party transactions; no pledging; no attendance issues disclosed; continued monitoring warranted for GE Healthcare vendor interactions given Arduini’s CEO role, though currently deemed immaterial and arm’s‑length.