Lamberto Andreotti
CortevaAbout Lamberto Andreotti
Retired Chairman and Chief Executive Officer of Bristol-Myers Squibb; age 74; Corteva director since June 2019. At Corteva, Andreotti chairs the People & Compensation Committee and serves on the Sustainability & Innovation Committee, contributing expertise in innovation, global business, corporate governance, investor relations, and broad human capital and finance perspectives from senior leadership roles at BMS. Consistent with Corteva’s mandatory director retirement policy, Andreotti is expected to retire at the conclusion of the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb Company | Chairman of the Board | May 2015 – May 2017 | Led governance and oversight of a global, innovation-led healthcare company |
| Bristol-Myers Squibb Company | Chief Executive Officer | May 2010 – May 2015 | Drove corporate strategy, investor relations, and global operations performance |
| Bristol-Myers Squibb Company | President & Chief Operating Officer | Pre-2010 | Oversaw worldwide pharmaceutical operations |
| Bristol-Myers Squibb Company | Director | Since 2009 | Board-level leadership across finance, marketing, government relations |
| Bristol-Myers Squibb Company | Senior leadership roles | Since 1998 | Led businesses across regions; deep innovation and commercialization experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UniCredit S.p.A. | Director; Deputy Chairman | Director: Apr 2018 – Apr 2024; Deputy Chair: Apr 2021 – Apr 2024 | Board leadership at a major European bank; retired from the board in 2024 |
Board Governance
- Committee Assignments and 2024 Meetings:
- People & Compensation Committee (Chair); 7 meetings in 2024 .
- Sustainability & Innovation Committee (Member); 5 meetings in 2024 .
- Board and Committee Attendance:
- Board met 8 times in 2024; all directors attended more than 75% of aggregate Board and committee meetings and attended the 2024 annual meeting .
- Independence:
- 11 of 12 director nominees were independent; all standing committees consist entirely of independent directors. Andreotti chairs People & Compensation and serves on Sustainability & Innovation—both independent committees .
- Key Committee Responsibilities (People & Compensation):
- CEO succession planning; CEO and executive officer compensation; incentive risk oversight; approval of peer group and use of independent consultants; director compensation recommendations; CD&A oversight .
- Governance Practices:
- Annual evaluations of Board, committees, and individual directors; stock ownership guidelines for non‑employee directors (5x annual cash retainer within 5 years; hold equity until guideline met); regular independent executive sessions; majority voting with resignation policy .
- Refreshment:
- Committee chair rotation typically every 5 years; age‑based retirement at 75; Andreotti expected to retire in 2026 under the policy .
Fixed Compensation
| Compensation Element (2024) | Amount ($) |
|---|---|
| Cash Retainer | 130,000 |
| Equity Retainer (RSUs) | 170,000 |
| Total Retainer | 300,000 |
| Annual Committee Chair Fee – Audit | 35,000 |
| Annual Committee Chair Fee – All Other Committees | 25,000 |
| Andreotti – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 155,000 |
| Stock Awards (Grant-date fair value) | 170,252 |
| All Other Compensation | 300 |
| Total | 325,552 |
| 2024 Equity Award Details | Data |
|---|---|
| RSUs Granted | 3,100 (granted Apr 26, 2024) |
| Vesting | 100% on first anniversary of grant date (Apr 26, 2025) |
| Fair Value per Share | $54.92 |
| Total Grant-date Value | $170,252 |
Director compensation is retainer-based; RSUs are time-vested with no performance conditions .
Performance Compensation
| 2024 Incentive Program (for NEOs overseen by People & Compensation Committee) | Target | Payout Factor |
|---|---|---|
| Enterprise PRP – Operating EBITDA | $3.6B | 79.6% of target |
| Enterprise PRP – Operating EBITDA Margin | 20.5% | 79.6% of target (enterprise payout) |
| Enterprise PRP – Free Cash Flow | $1.75B | 79.6% of target (enterprise payout) |
| Seed BU PRP – Operating EBITDA | $2.225B | 98.7% of target |
| Seed BU PRP – Operating EBITDA Margin | 22.8% | 98.7% of target |
| Seed BU PRP – Working Capital % of Revenue | 16.3% | 98.7% of target |
| Crop Protection BU PRP – Operating EBITDA | $1.5B | 58.8% of target |
| Crop Protection BU PRP – Operating EBITDA Margin | 19.2% | 58.8% of target |
| Crop Protection BU PRP – Working Capital % of Revenue | 42.8% | 58.8% of target |
As Committee Chair, Andreotti oversees pay-for-performance design, use of independent consultants, clawback policy, and prohibitions on hedging/pledging and single-trigger change‑in‑control features .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | 0 (as of proxy date) |
| Compensation Committee Interlocks (2024) | None; no member of People & Compensation Committee was an officer/employee; no executive officer served on a board/compensation committee of an entity with reciprocal overlap |
Expertise & Qualifications
- Former CEO and Chairman of a science- and technology-based corporation; deep innovation oversight, global business leadership, and investor relations experience .
- Broad perspective in human resources, finance, marketing, and government relations from multiple senior roles at BMS .
- Sustainability and innovation oversight experience through S&I Committee membership .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Rights to Acquire (by May 4, 2025) | Total | Percent Outstanding |
|---|---|---|---|---|
| Lamberto Andreotti | 5,782 | 3,127 | 8,909 | <1% |
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 5x annual cash retainer within 5 years and must hold all equity compensation until the guideline is met .
Governance Assessment
- Board effectiveness and engagement: Andreotti chairs a high‑activity committee (7 meetings in 2024) and serves on S&I (5 meetings), with strong Board-wide attendance (>75% standard met) and annual director/committee evaluations—supports oversight and accountability .
- Independence and alignment: Standing committees are fully independent; director compensation targets peer median and is split between cash and time‑vested RSUs, promoting long-term alignment via stock ownership requirements and hold‑until compliance .
- Pay governance signals: Robust clawback policy per NYSE/SEC rules; prohibition on hedging and pledging; no single‑trigger CIC; use of independent consultant and peer benchmarking—all supportive of investor confidence .
- Potential conflicts and RPT oversight: Formal Related Person Transaction policy with independent committee review and recusal requirements reduces conflict risk; no director may participate in RPTs involving themselves/family .
- Forward-looking consideration: Mandatory retirement expected in 2026 enhances refreshment; committee chair rotation cadence set at ~5 years promotes governance renewal while preserving continuity .
RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions involving Andreotti, or attendance shortfalls. Retirement timeline warrants succession planning for the Compensation Committee chair role to maintain continuity .