Amgen Inc.
Shareholder Annual Meeting in a DEF 14A on 04/06/2021   Download
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DEF 14A 1 d107745ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

  Filed by the registrant                      Filed by a party other than the registrant

 

 

Check the appropriate box:

 

   

 

               

 

 

 

Preliminary Proxy Statement

 

   

 

    

 

 

 

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

 

   

 

    

 

 

 

Definitive Proxy Statement

 

   

 

    

 

 

 

Definitive Additional Materials

 

   

 

    

 

 

 

Soliciting Material Pursuant to Section 240.14a-12

 

AMGEN INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

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LOGO

PROXY STATEMENTAND NOTICE OFANNUAL MEETINGOF STOCKHOLDERS2021


 

Robert A. Bradway

Chairman of the Board,

Chief Executive Officer and President

 

LOGO

 
 

Amgen Inc.

One Amgen Center Drive

Thousand Oaks, CA 91320-1799

April 6, 2021

Dear Fellow Stockholder:

You are invited to attend the 2021 Annual Meeting of Stockholders, or Annual Meeting, of Amgen Inc. to be held on Tuesday, May 18, 2021, at 11:00 A.M., Pacific Time, via the internet at www.virtualshareholdermeeting.com/AMGN2021.

Our Mission: We seek to develop innovative medicines that address important unmet medical needs in the fight against serious illness. This mission is the central underpinning of our strategy, inherently long-term, and in service of patients and their families. Our mission to serve patients is supported by our long-standing focus on using our resources responsibly to support the sustainability of our business and the global environment in which we and our patients live.

Unprecedented Year: 2020 was a year like no other in our 40-year history. We’ve experienced a global pandemic, worldwide economic disruption, widespread social unrest, and yet have continued to deliver for patients (both those currently on Amgen medicines and those who stand to benefit from the potential new medicines in our pipeline), while keeping our staff safe, contributing to the efforts to address COVID-19, and supporting the communities where we live and work.

Execution of Our Strategy: While successfully managing the effects of the COVID-19 pandemic on our global operations, we have remained focused on our strategic priorities, advancing key strategic goals in 2020 that will drive our long-term growth. We invested to strengthen our discovery capabilities, accelerate the number of product teams formed to develop genetically validated medicines that address serious diseases, and advanced two late-stage medicines – sotorasib, our KRAS G12C small molecule inhibitor for advanced non-small cell lung cancer, and tezepelumab for severe asthma – through pivotal trials. Of note, demonstrating our commitment to bringing the promise of our therapies to patients as quickly as possible, sotorasib was on file with regulators in the U.S. and Europe just 28 months after we dosed our first patient. We successfully integrated Otezla®, launched an oncology collaboration with BeiGene, Ltd. in China, and also established our wholly-owned affiliate in Japan. We continued to advance our biosimilar program with the launches of AVSOLA® and RIABNI in the U.S. We are in our fourth year of successfully operating our smaller footprint, highly resource efficient next-generation biomanufacturing facility in Singapore that dramatically reduces the scale and costs of making biologics, and vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines. This success, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in Rhode Island that, upon approval by global regulatory authorities, will expand our manufacturing capacity, while also delivering these efficiencies. We continue to maintain a disciplined approach to capital allocation, investing in our future while also returning capital to stockholders. In the Compensation Discussion and Analysis section of this proxy, we discuss further our 2020 strategic progress.

Our Commitment to Society: As part of our mission to serve patients, we take our environmental sustainability, social responsibility, and corporate governance, or ESG, responsibilities seriously. In January, we launched our new environmental sustainability plan, our third since 2007, that includes a goal of achieving carbon neutrality in our owned and operated facilities by 2027 (while also reducing water use by 40% and waste disposed by 75%(1)). Since its inception, the Amgen Foundation has contributed more than $350 million to non-profit organizations across the world that reflect our core values and complement Amgen’s purpose-driven dedication to impacting lives in inspiring and innovative ways. Through patient assistance programs, expanded access to investigational therapies, donations, and other initiatives, we have developed patient support programs worldwide to assist eligible patients to obtain the medicines they need. We increased our focus on diversity, inclusion, and belonging, including by becoming a founding member of OneTen, a coalition of more than 40 of the world’s largest, best-known companies, that aims collectively to hire one million Black Americans (with a specific focus on those without four-year college degrees) into good-paying family-sustaining jobs over the next ten years, and as a founding sponsor of Lazarex Cancer Foundation’s IMPACT (Improving Patient Access to Cancer Clinical Trials) program, focused on improving patient enrollment, minority participation, and equitable access in cancer clinical trials.

Stockholder Engagement: We are also guided by, and appreciative of, the perspectives of our stockholders as expressed through their engagement with us throughout the year and at our Annual Meeting. Consistent with prior years’ practices, since our 2020 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising approximately 54% of our outstanding shares. In addition to our strategic and financial outlook, investors have conversed with us about how we are managing the impact of the pandemic, our ESG programs, our efforts around diversity, and executive compensation (including its direct link to our strategy). Feedback received during the course of these activities is shared with our Board and informs Board decisions. We are eager to continue this valuable dialogue with our investors in the coming year.

I look forward to sharing more about our Company at the Annual Meeting. In addition to the business to be transacted and described in the accompanying Notice of Annual Meeting of Stockholders, I will discuss recent developments during the past year, the substantial progress we made on our strategic priorities for 2020, and respond to comments and questions.

On behalf of our Board, I thank you for your participation and investment in Amgen. We look forward to the Annual Meeting on May 18. As a final note, and also on behalf of our Board, I would like to thank Fred Hassan, who will retire from our Board and is not standing for re-election at the Annual Meeting, for his years of wise counsel and guidance to Amgen.

Sincerely,

 

LOGO

Robert A. Bradway

Chairman of the Board,

Chief Executive Officer and President

 

(1) 

Reductions take into account only verified reduction projections, and do not take into account changes associated with the contraction or expansion of the Company.


Amgen Inc.

One Amgen Center Drive

Thousand Oaks, California 91320-1799

Notice of Annual Meeting of Stockholders

To be Held on May 18, 2021

 

To the Stockholders of Amgen Inc.:

 

Date and Time:  

Tuesday, May 18, 2021, at 11:00 A.M., Pacific Time

Location:  

After careful consideration, in light of the ongoing COVID-19 pandemic and our successful 2020 virtual annual meeting of stockholders, our 2021 Annual Meeting of Stockholders, or Annual Meeting, will be held solely by remote communication via the internet at www.virtualshareholdermeeting.com/AMGN2021. You will not be able to attend the Annual Meeting in person.

 

Stockholders or their proxyholders may participate, vote, and examine our list of stockholders at our Annual Meeting via the internet at www.virtualshareholdermeeting.com/AMGN2021 and using your control number.

Record Date:  

March 19, 2021. Amgen stockholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the Annual Meeting and any continuation, postponement, or adjournment thereof.

Mail Date:  

We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about April 6, 2021, to our stockholders of record on the record date.

Items of Business:
  1.  

To elect 11 directors to the Board of Directors of Amgen for a term of office expiring at the 2022 annual meeting of stockholders. The nominees for election to the Board of Directors are Dr. Wanda M. Austin, Mr. Robert A. Bradway, Dr. Brian J. Druker, Mr. Robert A. Eckert, Mr. Greg C. Garland, Mr. Charles M. Holley, Jr., Dr. Tyler Jacks, Ms. Ellen J. Kullman, Ms. Amy E. Miles, Dr. Ronald D. Sugar, and Dr. R. Sanders Williams;

  2.  

To hold an advisory vote to approve our executive compensation;

  3.  

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2021; and

  4.  

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

 

Attendance: The live audio webcast of the Annual Meeting will begin promptly at 11:00 A.M., Pacific Time. To participate in the virtual meeting, you will need the control number included on your Notice, proxy card, or voting instruction form. We encourage you to access the meeting prior to the start time. Please read “INFORMATION CONCERNING VOTING AND SOLICITATION—Attendance at the Annual Meeting” in the accompanying proxy statement.

Voting: Your vote is important, regardless of the number of shares that you own. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. Please read the Notice of Annual Meeting of Stockholders and proxy statement with care and follow the voting instructions to ensure that your shares are represented. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. We encourage you to submit your proxy as soon as possible by internet, by telephone, or by signing, dating, and returning all proxy cards or instruction forms provided to you.

By Order of the Board of Directors

 

 

LOGO

Jonathan P. Graham

Secretary

Thousand Oaks, California

April 6, 2021


       

 

 

 

 

Table of Contents

 

 

 

 

 

Table of Contents

 

Proxy Statement Summary    1
Item 1—Election of Directors    7
Corporate Governance    15

Board of Directors Corporate Governance Highlights

   15

Leadership Structure

   16

The Board’s Role in Risk Oversight

   18

Responding to COVID-19

   19

Codes of Business Conduct

   19

Board Meetings

   20

Communication with the Board

   20

Board Committees and Charters

   20

Governance and Nominating Committee

   21

Summary of Current Director Core Experiences and Skills

   22

Process for Selecting Directors, Director Qualifications, and Board Diversity

   23

Regular Board and Committee Evaluations

   24

Director Independence

   25

Governance Committee Processes and Procedures for Considering and Determining Director Compensation

   26

Audit Committee

   26

Corporate Responsibility and Compliance Committee

   27

About Our Compliance Program

   27

Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management

   28

Compensation and Management Development Committee

   32

Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2020

   32

Compensation Risk Management

   33

Prohibition on Hedging

   34

Pay Ratio

   35

Compensation Committee Report

   35
Item 2—Advisory Vote to Approve Our Executive Compensation    36
Executive Compensation    41
Compensation Discussion and Analysis    41

Our Named Executive Officers

   41

Our Strategy

   42

Our Compensation Best Practices

   43

Aligning Pay With Performance, Executing on Our Strategic Priorities, and Delivering During the COVID-19 Pandemic

   44

Positive 2020 Say on Pay Vote Outcome and Engagement With Our Stockholders

   50

Compensation Design Changes in Response to 2020 Stockholder Engagement

   50

Long-Term Incentive Equity Award Design in 2020

   51

Our 2020 Compensation Program Highlights and Objectives

   52

How Compensation Decisions Are Made For Our Named Executive Officers

   53

Elements of Compensation and Specific Compensation Decisions

   56

Compensation Policies and Practices

   66

Non-Direct Compensation and Payouts in Certain Circumstances

   68

Tax and Accounting Standards

   70
Executive Compensation Tables    72
Director Compensation    87
Security Ownership of Directors and Executive Officers    91
Security Ownership of Certain Beneficial Owners    93
Item 3—Ratification of Selection of Independent Registered Public Accountants    94
Audit Matters    95
Annual Report on Form 10-K    96
Certain Relationships and Related Transactions    97
Information Concerning Voting and Solicitation    98
Other Matters    102
Appendix A: Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations    A-1
Appendix B: Reconciliations of GAAP to Non-GAAP Measures    B-1
 

 

LOGO   ï 2021 Proxy Statement      


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Proxy Statement Summary

This summary contains highlights about our Company and the upcoming 2021 Annual Meeting of Stockholders, or Annual Meeting. This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire proxy statement before voting.

2021 Annual Meeting of Stockholders

 

 

Date and Time:

  

Tuesday, May 18, 2021, at 11:00 A.M., Pacific Time

Location:

  

After careful consideration, in light of the ongoing COVID-19 pandemic and our successful 2020 virtual annual meeting of stockholders, our 2021 Annual Meeting of Stockholders will be held solely by remote communication via the internet at www.virtualshareholdermeeting.com/AMGN2021. You will not be able to attend the Annual Meeting in person.

 

Stockholders or their proxyholders may participate, vote, and examine our list of stockholders at our Annual Meeting via the internet at www.virtualshareholdermeeting.com/AMGN2021 and using your control number.

Record Date:

  

March 19, 2021

Mail Date:

  

We intend to mail the Notice Regarding the Availability of Proxy Materials, or the proxy statement and proxy card, as applicable, on or about April 6, 2021, to our stockholders.

Voting Matters and Board Recommendations

 

 

 

 

  Matter

 

  

 

Our Board Vote Recommendation    

 

 

  Management Proposals:

 

 

  Item 1:

 

Election of the 11 Nominees to the Board of Directors Named in This Proxy Statement (page 7)

  

FOR each Director Nominee

  Item 2:

 

Advisory Vote to Approve Our Executive Compensation (page 36)

  

FOR

  Item 3:

 

Ratification of Selection of Independent Registered Public Accountants (page 94)

  

FOR

How to Vote

 

 

LOGO

 

   By Internet: You may submit a proxy over the internet by following the instructions on the website referred to in the Notice, proxy card, or voting instruction form mailed to you. You will need the control number that appears on your Notice, proxy card, or voting instruction form.

 

LOGO

 

   By Telephone: You may submit a proxy by telephone by following the instructions on the website referred to in the Notice, proxy card, or voting instruction form mailed to you. You will need the control number that appears on your Notice, proxy card, or voting instruction form.

 

LOGO

 

   By Mail: If you received a full paper set of materials, date and sign your proxy card or voting instruction form and mail it in the enclosed, postage-paid envelope. If you received a Notice, you may request a proxy card by following the instructions on your Notice. You do not need to mail the proxy card if you are submitting your proxy by internet or telephone.

 

LOGO

 

   At the Meeting: To vote at the Annual Meeting, visit www.virtualshareholdermeeting.com/AMGN2021. You will need the control number that appears on your Notice, proxy card, or voting instruction form. Please note that if your shares are held of record by a broker, bank, trust, or other nominee, and you decide to attend and vote at the Annual Meeting, your vote in person at the Annual Meeting will not be effective unless you provide a legal proxy, issued in your name from the record holder (your broker, bank, trust, or other nominee). Please read “INFORMATION CONCERNING VOTING AND SOLICITATION—Attendance at the Annual Meeting.” Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

 

LOGO   ï 2021 Proxy Statement    1


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Item 1: Election of 11 Nominees to the Board of Directors (Page 7)

 

Current Composition of the Board and Corporate Governance Highlights

 

 

LOGO

 

 

LOGO

Board Tenure ~ 6Years Average Board Tenure <3 Years 3-6 Years 7-9 Years >9 Years Diverse Independent Director Perspectives Experienced Current and Former Public Company CEOs/ CFO Scientific Research and/orHealthcare Experience Financial Industry Experience Women Racially /Ethnically Diverse Proxy Access FOR DIRECTOR NOMINATIONS ~92% INDEPENDENT DIRECTORS Lead INDEPENDENT DIRECTOR NEW DIRECTORS SINCE 2015 ~ 6 years AVERAGETENURE CURRENT/ FORMER PUBLIC COMPANY CEO/CFOs 2 5 4 1 8 6 4 3 2 6 8

Nominees to the Board

 

 

   

  Nominee

     Independent        Age       

Director

Since

 

 

     Audit       

Governance

and

Nominating

 

 

 

     Executive       

Compensation

and

Management

Development

 

 

 

 

    

Equity

Award

 

 

    

Corporate  

Responsibility  

and  

Compliance  


 

 

  Wanda M. Austin

 

    

 

 

 

 

    

 

66

 

 

 

    

 

2017

 

 

 

    

 

M

 

 

 

          

 

M

 

 

 

     
 

 

  Robert A. Bradway

 

       

 

58

 

 

 

    

 

2011

 

 

 

          

 

C

 

 

 

       

 

M

 

 

 

  
 

 

  Brian J. Druker

 

    

 

 

 

 

    

 

65

 

 

 

    

 

2018

 

 

 

              M          

 

M

 

 

 

 

 

  Robert A. Eckert

 

    

 

 

 

 

    

 

66

 

 

 

    

 

2012

 

 

 

       

 

M

 

 

 

    

 

M

 

 

 

    

 

C

 

 

 

     
 

 

  Greg C. Garland

 

    

 

 

 

 

    

 

63

 

 

 

    

 

2013

 

 

 

       

 

C

 

 

 

    

 

M

 

 

 

    

 

M

 

 

 

     
 

 

  Charles M. Holley, Jr.

 

    

 

 

 

 

    

 

64

 

 

 

    

 

2017

 

 

 

    

 

C

 

 

 

     M       

 

M

 

 

 

        
 

 

  Tyler Jacks

 

    

 

 

 

 

    

 

60

 

 

 

    

 

2012

 

 

 

             

 

M

 

 

 

       

 

M

 

 

 

 

 

  Ellen J. Kullman

 

    

 

 

 

 

    

 

65

 

 

 

    

 

2016

 

 

 

    

 

M

 

 

 

    

 

M

 

 

 

           
 

 

  Amy E. Miles

 

    

 

 

 

 

    

 

54

 

 

 

    

 

2020

 

 

 

     M       

 

M

 

 

 

           
 

 

  Ronald D. Sugar

 

    

 

 

 

 

    

 

72

 

 

 

    

 

2010

 

 

 

       

 

M

 

 

 

    

 

M

 

 

 

          

 

C

 

 

 

   

 

  R. Sanders Williams

 

    

 

 

 

 

    

 

72

 

 

 

    

 

2014

 

 

 

             

 

M

 

 

 

                               

 

M

 

 

 

 

“C”

indicates Chair of the committee.

“M”

indicates member of the committee.

 

2     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

We Have Implemented Governance Best Practices

 

We continuously monitor developments and best practices in corporate governance and consider stockholder feedback when enhancing our governance structures. Below are highlights of our key governance practices:

 

 

 

Effective Board     

Leadership and     

Independent     

Oversight     

  

 

 Highly Independent Board – 10 of our 11 director nominees (page 25)

 

 Regular Executive Sessions of Independent Directors and Access to Management (pages 15, 17, and 24)

 

 Continuous Refreshment Practices (pages 15 and 22-23)

 

 6 New Directors Since 2015 – 3 Women and 2 Diverse Directors

 

 Average Board Tenure of Approximately 6 Years for Our Directors

 

 Annual Anonymous Board and Committee Evaluation Process (pages 15 and 24)

 

 All Directors Meet Our Board of Directors Guidelines for Director Qualifications and Evaluations (Appendix A)

 

 Robust Lead Independent Director Role (pages 15-17)

 

 Limitation on Number of Other Boards (page 15)

 

 Corporate Responsibility and Compliance Committee (page 27)

 

 Enterprise Risk Management Program and Annual Detailed Compensation Risk Analysis – overseen by Board and Compensation and Management Development Committee, respectively (pages 18-19 and 33-34)

 

   

 

Focus on     

Stockholder Rights     

  

 

 Single Class of Shares – One share equals one vote (page 16)

 

 Proxy Access – Up to 20 eligible stockholders that own 3% of shares for 3 years who meet the requirements set forth in our Bylaws may have their director nominees constituting up to the greater of 20% of the total directors or two nominees included in our proxy materials (pages 16 and 102)

 

 Majority Voting Standard for Director Elections (pages 15 and 100)

 

 Stockholders (1) May Act By Written Consent (page 16)

 

 Stockholders (1) Have a Right to Call Special Meetings (15% threshold requirement) (page 16)

 

 No Supermajority Vote Provisions in Certificate of Incorporation or Bylaws (page 16)

 

 No Poison Pill (page 16)

 

   

 

History of     

Transparency and     

Accountability     

  

 

 Regular Engagement With Stockholders to Seek Feedback (pages 15, 39, and 50)

 

 Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance (ESG), Has Delivered Environmentally Responsible Operations, Improved Patient Access to Medicines, High Quality, Free Science Education Resources, and Benefited the Communities Where We Live and Work (pages 28-31)

 

 Significant Stock Ownership Requirements for Officers and Directors (pages 33-34, 43, 66-67, and 87)

 

   

 

 

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF

THE 11 NAMED NOMINEES.

 

  
 

 

  

 

 

 

(1) 

Who meet the requirements set forth in our Restated Certificate of Incorporation or our Amended and Restated Bylaws, as applicable.

 

LOGO   ï 2021 Proxy Statement    3


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

 

Item 2: Advisory Vote to Approve Our Executive

Compensation (Page 36)

 

Since the declaration of the COVID-19 pandemic, we have remained focused on our strategic priorities while successfully managing the effects of the pandemic on our global operations. Despite the pandemic, we have delivered strong performance in the COVID-19 environment: our remote working arrangements have not significantly affected our ability to maintain critical business operations; we have completed key clinical trials; and we have been able to supply physicians and patients as we have avoided disruptions or shortages of our supply of medicines.

We Have Implemented Compensation Best Practices

 

 

 

What we do

 

 

 

Long-term performance-based equity awards (80% of total target equity, of which 50% are three-year performance awards and 30% are stock options)

 

 

A substantial majority of NEO compensation is performance based and at-risk

 

 

Recently updated recoupment provisions for misconduct to include forfeiture and cancellation of unvested or unexercised equity awards, in addition to our existing annual cash incentive award recoupment policy

 

 

Clawback policy tied to financial restatement

 

 

Robust stock ownership and retention guidelines

 

 

Minimum vesting periods for equity compensation

 

 

Independent compensation consultant

 

 

Amgen Values overlay our performance goals

 

What we don’t do

 

 

×

  

No hedging or pledging

×

  

No re-pricing or backdating

×

  

No tax gross-ups (except in connection with relocation)

×

  

No single-trigger for stock options and restricted stock units in the event of a change of control

×

  

No excessive perks

×

  

No employment agreements

×

  

No dividends paid on unvested equity

×

  

No defined benefit pension or supplemental executive retirement plan (SERP) benefits

 

 

NEO Compensation is Dependent on Our Performance

 

     2020 Total Target Direct Compensation Mix

   A significant amount of each Named Executive Officer’s, or NEOs, compensation is at-risk and dependent on our performance and execution of our strategic priorities.

 

   We use median values as the reference point for each element of compensation at all levels, including our NEOs. We consider performance, job scope, and contribution in our final pay decisions.

  

 

LOGO

91% pay at risk76% performance based 83% pay at risk70% performance based Other NEOs CEO LTI Equity Awards Annual Cash Incentive Awards Base Salary 91% At Risk 83% At Risk

 

4     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

2020 Annual and Long-Term Awards Reflect Performance Against Pre-Established Goals and Measures

 

We established the goals for our annual cash incentive award and long-term incentive, or LTI, equity award programs prior to

the World Health Organization (WHO) declaration of the COVID-19 global pandemic. Since then, we have not made any

changes to these goals. Thus, performance reported is against goals established prior to the pandemic.

 

2020 Annual Cash Incentive Plan

 

   

2018-2020 Long-Term Incentive Performance Award Payout

 

Our annual cash incentive plan is designed to focus our staff on delivering financial and operational objectives to drive annual performance, advance strategic priorities, and position us for long-term success.

 

   

80% of our annual LTI equity award grants are performance-based, aligning compensation with long-term value creation for our stockholders. Performance units comprise 50% of our annual LTI equity award grants, with the goal design and all measurement targets established at the beginning of the three-year performance period.

Goal

    Weighting    

 

% of Target  

Earned  

 

 

 

LOGO                     

2018-2020 Performance Period Award Calculation 2018-2020 Non-GAAP(2) Operating Measures 2018 2019/2020 EPS Growth Operating Margin Operating Expense ROIC 93.4% 2018-2020 RelativeTSR Performance 62.8th percentilerelative to S&P 500 TSRs Fina lPayout Multiplier108.8%

Financial Performance

Revenues

    30%     109.9%  

Non-GAAP Net Income(1)

    30%     225.0%  

Progress Innovative Pipeline

Advance Early Pipeline

    10%     125%  

Execute Key Clinical Studies and Regulatory Filings

    20%     77.8%  

Deliver Annual Priorities

Ensure Successful Integrations and Transitions

    5%     177.9%  

Fund Innovation Through Productivity

    5%     104.2%  

Final Score

    Achieved 142.6%  

 

(1) 

Non-GAAP net income for purposes of the 2020 Company performance goals of our annual cash incentive award program is reported and reconciled in Appendix B.

(2) 

The operating measures of the 2018-2020 performance goals were based on non-GAAP financial results for 2018, 2019, and 2020 as reported and reconciled in Appendix B.

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE

ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE 

COMPANY’S NAMED EXECUTIVE OFFICERS.

 

  

 

LOGO   ï 2021 Proxy Statement    5


       

 

 

 

 

Proxy Statement Summary

 

 

 

 

 

Item 3: Ratification of Selection of Independent Registered Public Accountants (Page 94)

 

 

 

Each year, the Audit Committee evaluates the qualifications and performance of the Company’s independent registered public accountants and determines whether to re-engage the current independent registered public accountants.

 

 

Based on this evaluation, the Audit Committee believes that the continued retention of Ernst & Young LLP, or EY, is in the best interests of the Company and its stockholders.

 

 

The Audit Committee of the Board has selected EY as our independent registered public accountants for the fiscal year ending December 31, 2021.

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

 

  

 

6     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

Item 1

Election of Directors

 

 

Under our governance documents, the Board of Directors, or Board, has the power to set the number of directors from time to time by resolution. We currently have 12 authorized directors serving on our Board. Based upon the recommendation of our Governance and Nominating Committee, the Board has nominated each of the director nominees set forth below to stand for re-election as a director, in each case for a one-year term expiring at our 2022 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal, or death. Fred Hassan will retire from our Board and is not standing for re-election at the 2021 Annual Meeting of Stockholders, or Annual Meeting.

The Board has fixed the authorized number of directors at 11 to be effective as of the close of the Annual Meeting and the election by stockholders of the nominees standing for election. Each nominee has agreed to serve if elected and the Board has no reason to believe that any nominee will be unable to serve. However, if any nominee should become unavailable for election prior to the Annual Meeting, the proxies

will be voted in favor of the election of a substitute nominee or nominees proposed by the Board or, alternatively, the number of directors may be reduced accordingly by the Board. Vacancies on the Board (including any vacancy created by an increase in the size of the Board) may be filled only by a majority of the directors remaining in office, even though less than a quorum of the Board. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board) will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal, or death.

The independent members of the Board have elected Robert A. Eckert to continue to serve as our lead independent director, subject to his re-election to the Board by our stockholders at the Annual Meeting. As lead independent director, Mr. Eckert will continue to have the specific and significant duties as discussed under “Corporate Governance.”

 

 

Nominees to the Board

 

 

   

Nominee

     Independent        Age       

Director

Since

 

 

     Audit       

Governance

and

Nominating

 

 

 

     Executive     

 

 

 

Compensation

and

Management

Development

 

 

 

 

 

    

Equity

Award

 

 

    

Corporate  

Responsibility  

and  

Compliance  

 

 

 

 

 

Wanda M. Austin

  

 

 

  

 

66

 

  

 

2017

 

  

 

M

 

        

 

M

 

     
 

Robert A. Bradway

     

 

58

 

  

 

2011

 

        

 

C

 

     

 

M

 

  
 

Brian J. Druker

  

 

 

  

 

65

 

  

 

2018

 

           

 

M

 

     

 

M

 

 

Robert A. Eckert

  

 

 

  

 

66

 

  

 

2012

 

     

 

M

 

  

 

M

 

  

 

C

 

     
 

Greg C. Garland

  

 

 

  

 

63

 

  

 

2013

 

     

 

C

 

  

 

M

 

  

 

M

 

     
 

Charles M. Holley, Jr.

  

 

 

  

 

64

 

  

 

2017

 

  

 

C

 

  

 

M

 

  

 

M

 

        
 

Tyler Jacks

  

 

 

  

 

60

 

  

 

2012

 

           

 

M

 

     

 

M

 

 

Ellen J. Kullman

  

 

 

  

 

65

 

  

 

2016

 

  

 

M

 

  

 

M

 

           
 

Amy E. Miles

  

 

 

  

 

54

 

  

 

2020

 

  

 

M

 

  

 

M

 

           
 

Ronald D. Sugar

  

 

 

  

 

72

 

  

 

2010

 

     

 

M

 

  

 

M

 

        

 

C

 

   

R. Sanders Williams

  

 

 

  

 

72

 

  

 

2014

 

           

 

M

 

                             

 

M

 

 

“C”

indicates Chair of the committee.

“M”

indicates member of the committee.

 

LOGO   ï 2021 Proxy Statement    7


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Summary of Director Nominee Core Experiences and Skills

 

Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, have gained significant and wide-ranging management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees), an understanding of corporate governance practices and trends, and bring unique perspectives to the Board. A number of our directors have extensive scientific and healthcare expertise relevant to our industry, including pioneering scientific research in the areas of oncology and cardiology and leadership of important academic institutions. The Board and the Governance and Nominating Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director nominee. The details of each nominee’s competencies are included in each nominee’s profile.

 

 

LOGO

Experience/Skills Austin Bradway Druker Eckert Garland Holley Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International

The lack of a “” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the is designed to indicate that a director has a particular strength in that area.

 

8     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES. PROXIES WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills, and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our directors meet the qualifications and skills of our Amgen Inc. Board of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement as Appendix A. There are no family relationships among any of our directors or among any of our directors and our executive officers.

 

 

Wanda M. Austin

 

LOGO

 

 

Director since: 2017

 

Age: 66

 

Committees:

  Audit

  Compensation and Management Development

 

Other Public Company Boards:

  Chevron Corporation

  Virgin Galactic Holdings, Inc.

 

     

 

Wanda M. Austin is the retired President and Chief Executive Officer of The Aerospace Corporation, a leading architect of the United States’ national security space programs, where she served from 2008 until her retirement in 2016. From 2004 to 2007, Dr. Austin was Senior Vice President, National Systems Group of The Aerospace Corporation. Dr. Austin joined The Aerospace Corporation in 1979 and served in various positions from 1979 until 2004.

 

Dr. Austin was the Interim President of the University of Southern California, or USC, from 2018 to 2019 and has served as an Adjunct Research Professor at USC’s Viterbi School of Engineering since 2007. She is the co-founder of MakingSpace, Inc., where she serves as a motivational speaker on STEM education. Dr. Austin has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2016, serving on its Board Nominating and Governance Committee and chairing its Public Policy Committee. Dr. Austin has been a director of Virgin Galactic Holdings, Inc., a commercial space flight company, since 2019 and is a member of its Audit Committee and Safety Committee, and chair of its Compensation Committee. Dr. Austin is a life trustee of USC, having served as a voting trustee from 2010 to March 2021, and previously served on the boards of directors of the National Geographic Society and the Space Foundation. Dr. Austin received an undergraduate degree from Franklin & Marshall College, a master’s degree from the University of Pittsburgh, and a doctorate from USC. She is a member of the National Academy of Engineering.

 

Qualifications

 

The Board concluded that Dr. Austin should serve on the Board based on her leadership and management experience as a chief executive officer, her extensive background in science, technology, and government affairs in a highly regulated industry, and her public board experience.

 

 

Robert A. Bradway

 

LOGO

 

 

Director since: 2011

 

Age: 58

 

Committees:

  Equity Award

  Executive (Chair)

 

Other Public Company Boards:

  The Boeing Company

 

     

 

Robert A. Bradway has served as our director since 2011 and Chairman of the Board since 2013. Mr. Bradway has been our President since 2010 and Chief Executive Officer since 2012. From 2010 to 2012, Mr. Bradway served as our Chief Operating Officer. Mr. Bradway joined Amgen in 2006 as Vice President, Operations Strategy and served as Executive Vice President and Chief Financial Officer from 2007 to 2010. Prior to joining Amgen, he was a Managing Director at Morgan Stanley in London where, beginning in 2001, he had responsibility for the firm’s banking department and corporate finance activities in Europe.

 

Mr. Bradway has been a director of The Boeing Company, an aerospace company and manufacturer of commercial airplanes, defense, space and securities systems, since 2016, serving on its Audit and Finance Committees. From 2011 to 2017, Mr. Bradway was a director of Norfolk Southern Corporation, a transportation company. He has served on the board of trustees of the University of Southern California since 2014. Mr. Bradway holds a bachelor’s degree in biology from Amherst College and a master’s degree in business administration from Harvard Business School.

 

Qualifications

 

The Board concluded that Mr. Bradway should serve on the Board based on his thorough knowledge of all aspects of our business, combined with his leadership and management skills having previously served as our President and Chief Operating Officer and as our Chief Financial Officer.

 

LOGO   ï 2021 Proxy Statement    9


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Brian J. Druker

 

LOGO

 

 

Director since: 2018

 

Age: 65

 

Committees:

  Compensation and Management Development

  Corporate Responsibility and Compliance

 

Other Public Company Boards:

  Vincerx Pharma, Inc.

 

     

 

Brian J. Druker joined Oregon Health & Science University, or OHSU, in 1993 and is currently a physician-scientist and professor of medicine. Dr. Druker has served as the director of the OHSU Knight Cancer Institute since 2007, associate dean for oncology of the OHSU School of Medicine since 2010, and the JELD-WEN chair of leukemia research at OHSU since 2001. He was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 2002 to 2019.

 

Dr. Druker has been a director of Vincerx Pharma, Inc., a biopharmaceutical company, since December 2020, and serves on its Nominating and Corporate Governance Committee. Dr. Druker has served on the scientific advisory board of Aptose Biosciences Inc., a biotechnology company, since 2013. Dr. Druker was on the scientific advisory board of Grail, Inc., a biotechnology company, from 2016 to 2019. In 2011, he founded Blueprint Medicines Corporation, a biopharmaceutical company, and remains as a scientific advisor to this company. In 2006, he founded MolecularMD, a privately-held molecular diagnostics company that was acquired by ICON plc in 2019.

 

Dr. Druker has received numerous awards, including the Lasker-DeBakey Clinical Research Award in 2009, the Japan Prize in Healthcare and Medical Technology in 2012, the Albany Medical Center Prize in 2013, and the Sjöberg Prize in 2019, for influential work in the development of STI571 (Gleevec®) for the treatment of chronic myeloid leukemia. He was elected to the National Academy of Sciences in 2012 as well as the National Academy of Medicine in 2007. Dr. Druker received both an undergraduate degree and his doctorate from the University of California, San Diego.

Qualifications

The Board concluded that Dr. Druker should serve on the Board based on his extensive scientific research and expertise leading an important academic institution, conducting highly significant research in the area of oncology, and directly managing the care of cancer patients.

 

 

Robert A. Eckert

 

Lead Independent Director

 

LOGO

 

 

Director since: 2012

 

Age: 66

 

Committees:

  Compensation and Management Development (Chair)

  Executive

  Governance and Nominating

 

Other Public Company Boards:

  Levi Strauss & Co.

  McDonald’s Corporation

  Uber Technologies, Inc.

 

     

 

Robert A. Eckert is our lead independent director. Mr. Eckert has been an Operating Partner at FFL Partners, LLC (formerly known as Friedman Fleischer & Lowe, LLP), a private equity firm, since 2014. Mr. Eckert was the Chief Executive Officer of Mattel, Inc., a toy design, manufacture and marketing company, having held this position from 2000 through 2011, and its Chairman of the Board from 2000 through 2012. He was President and Chief Executive Officer of Kraft Foods Inc., a consumer packaged food and beverage company, from 1997 to 2000, Group Vice President from 1995 to 1997, President of the Oscar Mayer Foods Division from 1993 to 1995 and held various other senior executive and other positions from 1977 to 1992.

 

Mr. Eckert has been a director of McDonald’s Corporation, a company which franchises and operates McDonald’s restaurants in the global restaurant industry, since 2003, serving as the Chair of the Public Policy and Strategy Committee and a member of the Executive and Governance Committees. Mr. Eckert also has served as a director of Levi Strauss & Co., a jeans and casual wear manufacturer, since 2010, serving as Chair of the Compensation Committee and a member of the Nominating, Governance and Corporate Citizenship Committee and, since March 2021, as non-executive Chair of the board. In March 2020, Mr. Eckert was appointed a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, serving on its Compensation and Nominating and Governance Committees. Mr. Eckert was a director of Smart & Final Stores, Inc., a warehouse store, from 2013 until 2014 prior to it becoming a publicly-traded company. He was appointed director of Eyemart Express Holdings LLC, a privately-held eyewear retailer and portfolio company of FFL Partners, LLC, in 2015. Mr. Eckert is on the Global Advisory Board of the Kellogg School of Management at Northwestern University and serves on the Eller College National Board of Advisors at the University of Arizona. Mr. Eckert received an undergraduate degree from the University of Arizona and a master’s degree in business administration from the Kellogg School of Management at Northwestern University.

Qualifications

The Board concluded that Mr. Eckert should serve on our Board because of Mr. Eckert’s long-tenured experience as a chief executive officer and director of large public companies, his broad international experience in marketing and business development, and his valuable leadership experience.

 

10     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Greg C. Garland              

 

LOGO

 

 

Director since: 2013

 

Age: 63

 

Committees:

  Compensation and Management Development

  Executive

  Governance and Nominating (Chair)

 

Other Public Company Boards:

  Phillips 66(1)

 

     

 

Greg C. Garland is the Chairman and Chief Executive Officer of Phillips 66, a diversified energy manufacturing and logistics company created through the repositioning of ConocoPhillips, having held this position since 2012. Mr. Garland chairs the Executive Committee of Phillips 66.(1) Prior to Phillips 66, Mr. Garland served as Senior Vice President, Exploration and Production, Americas of ConocoPhillips from 2010 to 2012. He was President and Chief Executive Officer of Chevron Phillips Chemical Company (now a joint venture between Phillips 66 and Chevron) from 2008 to 2010 and Senior Vice President, Planning and Specialty Chemicals from 2000 to 2008. Mr. Garland served in various positions at Phillips Petroleum Company from 1980 to 2000. Mr. Garland is a member of the Engineering Advisory Council for Texas A&M University. Mr. Garland received an undergraduate degree from Texas A&M University.

 

Qualifications

 

The Board concluded that Mr. Garland should serve on our Board because of Mr. Garland’s experience as a chief executive officer and his over 30 years of international experience in a highly regulated industry.

 

 

(1) 

Mr. Garland also serves as Chairman and Chief Executive Officer of Phillips 66 Partners LP, a master limited partnership and wholly-owned subsidiary of Phillips 66 without any employees.

 

 

Charles M. Holley, Jr.     

 

LOGO

 

 

Director since: 2017

 

Age: 64

 

Committees:

  Audit (Chair)

  Executive

  Governance and Nominating

 

Other Public Company Boards:

  Carrier Global Corporation

  Phillips 66

 

Audit Committee financial expert

 

     

 

Charles M. Holley, Jr. is the former Executive Vice President and Chief Financial Officer for Wal-Mart Stores, Inc., or Walmart, where he served from 2010 to 2015 and as Executive Vice President in January 2016. Prior to this, Mr. Holley served as Executive Vice President, Finance and Treasurer of Walmart from 2007 to 2010. From 2005 to 2006, he served as Senior Vice President. Prior to that, Mr. Holley was Senior Vice President and Controller from 2003 to 2005. Mr. Holley served various roles in Wal-Mart International from 1994 through 2002. Prior to this, Mr. Holley served in various roles at Tandy Corporation. He spent more than ten years with Ernst & Young LLP. Mr. Holley was an Independent Senior Advisor, U.S. CFO Program, at Deloitte LLP, a privately-held provider of audit, consulting, tax, and advisory services, from 2016 to 2019.

 

Mr. Holley has been a director of Phillips 66, an energy manufacturing and logistics company, since 2019 and serves on the Audit and Finance, and Public Policy Committees. Mr. Holley has also been a director of Carrier Global Corporation, a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, and security solutions, since April 2020 and chairs the Audit Committee and serves as a member of the Compensation Committee. Mr. Holley serves on the Advisory Council for the McCombs School of Business at the University of Texas at Austin and the University of Texas Presidents’ Development Board.

 

Qualifications

 

The Board concluded that Mr. Holley should serve on the Board based on his experience as a chief financial officer of a global public company, his financial acumen, and his management and leadership skills. Given his financial and leadership experience, Mr. Holley has been determined to be an Audit Committee financial expert by our Board.

 

LOGO   ï 2021 Proxy Statement    11


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Tyler Jacks

 

 

LOGO

 

 

Director since: 2012

 

Age: 60

 

Committees:

  Compensation and Management Development

  Corporate Responsibility and Compliance

 

Other Public Company Boards:

  Thermo Fisher Scientific, Inc.

     

 

Tyler Jacks joined the faculty of Massachusetts Institute of Technology, or MIT, in 1992 and is currently the David H. Koch Professor of Biology, a position he has held since 2007, and founding director of the David H. Koch Institute for Integrative Cancer Research, which brings together biologists and engineers to improve detection, diagnosis and treatment of cancer, having served as director from 2007 to 2021. Dr. Jacks is the President of Break Through Cancer, a new foundation bringing together multidisciplinary research teams selected from across five participating institutions(1), a position he has held since February 2021. Dr. Jacks was an investigator with the Howard Hughes Medical Institute, a nonprofit medical research organization, from 1994 until 2021.

 

Dr. Jacks has been a director of Thermo Fisher Scientific, Inc., a life sciences supply company, since 2009, and, until 2019, served on its Strategy and Finance Committee and scientific advisory board and chaired its Science and Technology Committee. In 2006, he co-founded T2 Biosystems, Inc., a biotechnology company, and served on its scientific advisory board until 2013. Dr. Jacks has served on the scientific advisory board of SQZ Biotechnologies Company, a biotechnology company, since 2015. Dr. Jacks served on the scientific advisory board of Aveo Pharmaceuticals Inc., a biopharmaceutical company, from 2001 until 2013. In 2015, Dr. Jacks founded Dragonfly Therapeutics, Inc., a privately-held biopharmaceutical company, and serves as Chair of its scientific advisory board. He was appointed to the National Cancer Advisory Board, which advises and assists the Director of the National Cancer Institute with respect to the National Cancer Program, in 2011 and served as Chair until 2016. In 2016, Dr. Jacks was named to a blue ribbon panel of scientists and advisors established as a working group of the National Cancer Advisory Board and served as co-Chair advising the Cancer MoonshotSM Task Force. Dr. Jacks was a director of MIT’s Center for Cancer Research from 2001 to 2007 and received numerous awards including the Paul Marks Prize for Cancer Research and the American Association

for Cancer Research Award for Outstanding Achievement. He was elected to the National Academy of Sciences as well as the National Academy of Medicine in 2009 and received the MIT Killian Faculty Achievement Award in 2015. Dr. Jacks received an undergraduate degree from Harvard University and his doctorate from the University of California, San Francisco.

Qualifications

The Board concluded that Dr. Jacks should serve on the Board based on his extensive scientific expertise relevant to our industry, including his broad experience as a cancer researcher, pioneering uses of technology to study cancer-associated genes, and service on several scientific advisory boards and membership in the National Cancer Advisory Board.

 

(1) 

Dana-Farber Cancer Institute, the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins, The University of Texas MD Anderson Cancer Center, Memorial Sloan Kettering Cancer Center, and the Koch Institute for Integrative Cancer Research at MIT.

 

12     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Ellen J. Kullman

 

 

LOGO

 

 

Director since: 2016

 

Age: 65

 

Committees:

  Audit

  Governance and Nominating

 

Other Public Company Boards:

  Dell Technologies Inc.

  Goldman Sachs Group, Inc.

 

Audit Committee financial expert

 

     

 

Ellen J. Kullman is President and Chief Executive Officer of Carbon, Inc., or Carbon, a privately-held 3D printing company, having held this position since 2019, and has served as a director of Carbon since 2016. She is the former President, Chair and Chief Executive Officer of E.I. du Pont de Nemours and Company, or DuPont, a science and technology-based company, where she served from 2009 to 2015. Prior to this, Ms. Kullman served as President of DuPont from 2008 to 2009. From 2006 through 2008, she served as Executive Vice President of DuPont. Prior to that, Ms. Kullman was Group Vice President, DuPont Safety and Protection. Ms. Kullman has been a director of Goldman Sachs Group, Inc., an investment banking firm, since 2016, serving on its Compensation and Corporate Governance and Nominating Committees and chairing its Public Responsibilities Committee. Ms. Kullman has been a director of Dell Technologies, a technology company, since 2016, serving on its Audit Committee. Ms. Kullman served as a director of United Technologies Corporation, a technology products and services company, from 2011 (and as lead director from 2018) until April 2020, serving on its Compensation, Finance and Executive Committees. Ms. Kullman served as a director of General Motors, from 2004 to 2008, serving on its Audit Committee.

 

Ms. Kullman has served on the Board of Trustees of Northwestern University since 2016 and on the Board of Overseers of Tufts University School of Engineering since 2006. She served as Chair of the US-China Business Council from 2013 to 2015. From 2016 until 2019, Ms. Kullman was a member of the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Ms. Kullman received a bachelor of science in mechanical engineering degree from Tufts University and a master’s degree from the Kellogg School of Management at Northwestern University.

Qualifications

The Board concluded that Ms. Kullman should serve on the Board based on her lengthy global experience as chief executive officer and board chair at both public and private companies, her management and leadership skills, and her experience with scientific operations, all of which provide valuable insight into the operations of our Company. Given her leadership and financial experience, Ms. Kullman has been determined to be an Audit Committee financial expert by our Board.

 

 

Amy E. Miles

 

 

LOGO

 

 

Director since: 2020

 

Age: 54

 

Committees:

  Audit

  Governance and Nominating

 

Other Public Company Boards:

  Gap Inc.

  Norfolk Southern Corporation

 

Audit Committee financial expert

 

     

 

Amy E. Miles has served as a director of the Company since July 2020. Ms. Miles was first identified to the Governance and Nominating Committee as a potential director candidate by the Chairman of the Board. Ms. Miles was the Chief Executive Officer and a director of Regal Entertainment Group, Inc., or Regal Entertainment, a leading theatre exhibition company, having held these positions from 2009 through 2018, and its Chair of the Board from 2015 to 2018. From 2002 to 2009, Ms. Miles served as Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment. Ms. Miles also served as Chief Executive Officer of Regal Cinemas, Inc, or Regal Cinemas, from 2009 to 2018, and its Executive Vice President, Chief Financial Officer and Treasurer from 2000 to 2009. Ms. Miles joined Regal Cinemas in 1999 as Senior Vice President of Finance. Previously, Ms. Miles was with Deloitte & Touche, LLP and PricewaterhouseCoopers LLP.

 

Ms. Miles has been a director of Norfolk Southern Corporation, a transportation company, since 2014, and serves on the Executive Committee, the Governance and Nominating Committee, and chairs the Audit Committee. Ms. Miles has been a director of The Gap, Inc., an apparel retail company, since April 2020, and serves on the Audit and Finance Committee. Ms. Miles was a director of National CineMedia, Inc., a cinema advertising company, from 2011 to 2015. She was a director of Townsquare Media, Inc., a radio, digital media, entertainment, and digital marketing solutions company, from 2014 until 2016.

 

Ms. Miles has been a director of ASM Global, a privately-held entertainment and venue management company, since 2019. Ms. Miles serves on the boards of trustees of the University of Tennessee and the Boys and Girls Club of Eastern Tennessee.

Qualifications

The Board concluded that Ms. Miles should serve on our Board based on Ms. Miles’ board and senior executive-level expertise, including her experience as chief executive officer and chief financial officer of a large public company and her extensive finance, accounting, and management expertise in marketing and strategic planning, and public board experience.

 

LOGO   ï 2021 Proxy Statement    13


       

 

 

 

 

Item 1 — Election of Directors

 

 

 

 

 

 

Ronald D. Sugar

 

LOGO

 

Director since: 2010

 

Age: 72

 

Committees:

  Corporate Responsibility and Compliance (Chair)

  Executive

  Governance and Nominating

 

Other Public Company Boards:

  Apple Inc.

  Chevron Corporation

  Uber Technologies, Inc.

     

 

Ronald D. Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, having held these posts from 2003 through 2009.

 

Dr. Sugar has been a director of Chevron Corporation, a petroleum, exploration, production and refining company, since 2005, serving as the lead director and on the Management Compensation Committee and chairing the Board Nominating and Governance Committee. Dr. Sugar has been a director of Apple Inc., a manufacturer and seller of, among other things, personal computers, mobile communication and media devices, since 2010, chairing the Audit and Finance Committee. Dr. Sugar has been a director of Uber Technologies, Inc., a personal mobility, meal delivery and logistics technology platform, since 2018, serving as the Chair of the board of directors and chairing the Nominating and Governance Committee and serving on the Compensation Committee. Dr. Sugar served as a director of Air Lease Corporation, an aircraft leasing company, from 2010 to May 2020, and chaired its Compensation Committee and served on the Nominating and Corporate Governance Committee. Since 2010, he has been a senior advisor to Ares Management LLC, a privately-held asset manager and registered investment advisor. In 2014, Dr. Sugar joined the Temasek Americas Advisory Panel of Temasek Holdings (Private) Limited, a privately-held investment company based in Singapore. Dr. Sugar is a member of the National Academy of Engineering, trustee of the University of Southern California, member of the UCLA Anderson School of Management Board of Advisors, and director of the Los Angeles Philharmonic Association.

 

Qualifications

 

The Board concluded that Dr. Sugar should serve on our Board because of Dr. Sugar’s board and senior executive-level expertise, including his experience as chief executive officer and board chair of a large, highly regulated, public company and his insight in the areas of operations, government affairs, science, technology and finance.

 

 

R. Sanders Williams

 

LOGO

 

Director since: 2014

 

Age: 72

 

Committees:

  Corporate Responsibility and Compliance

  Governance and Nominating

 

Other Public Company Boards:

  Laboratory Corporation of America Holdings

 

     

 

R. Sanders Williams is the President Emeritus of Gladstone Institutes, a non-profit biomedical research enterprise, having served in this position since 2018, and was the Chief Executive Officer of Gladstone Foundation, a not-for-profit organization supporting the Gladstone Institutes during 2018. Dr. Williams has served as Professor of Medicine at Duke University since 2018 and, beginning in January 2021, is acting as Interim Vice President for Research and Innovation. He has been a Professor of Medicine at the University of California, San Francisco since 2010. Dr. Williams was both President of Gladstone Institutes and its Robert W. and Linda L. Mahley Distinguished Professor of Medicine, from 2010 to 2017. Prior to this, Dr. Williams served as Senior Vice Chancellor of the Duke University School of Medicine from 2008 to 2010 and Dean of the Duke University School of Medicine from 2001 to 2008. He was the founding Dean of the Duke-NUS Graduate Medical School, Singapore, from 2003 to 2008 and served on its Governing Board from 2003 to 2010. From 1990 to 2001, Dr. Williams was Chief of Cardiology and Director of the Ryburn Center for Molecular Cardiology at the University of Texas, Southwestern Medical Center.

 

Dr. Williams has been a director of the Laboratory Corporation of America Holdings, a diagnostic technologies company, since 2007, serving on the Audit Committee and chairing the Quality and Compliance Committee. Dr. Williams was a director of Bristol-Myers Squibb Company, a pharmaceutical company, from 2006 until 2013. Dr. Williams has served on the board of directors of the Gladstone Foundation, a non-profit institution that is distinct from Gladstone Institutes, since 2012. Dr. Williams was elected to the National Academy of Medicine in 2002. Dr. Williams received his undergraduate degree from Princeton University and his doctorate from Duke University.

Qualifications

The Board concluded that Dr. Williams should serve on the Board because of his broad medical and scientific background, including his leadership roles in domestic and academic science settings, his deep experience in cardiology, oversight of governance of multi-hospital healthcare provider systems, leadership and development of international medical programs in Asia, and prior industry board experience.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE 11 NAMED NOMINEES.

 

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Corporate Governance

 

 

 

 

 

Corporate Governance

 

Board of Directors Corporate Governance Highlights

 

 

Our Board of Directors, or Board, is governed by our Amgen Board of Directors Corporate Governance Principles which are amended from time to time to incorporate certain current best practices in corporate governance. Our Corporate Governance Principles may be found on our website at www.amgen.com(1) and are available in print upon written request to the Company’s Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. The Board’s corporate governance practices and stockholder rights include the following:

Board Governance Practices

 

 

Lead Independent Director. The independent members of the Board elect a lead independent director on an annual basis. The lead independent director has robust responsibilities and authorities as discussed below. Robert A. Eckert currently serves as our lead independent director.

 

 

Regular Executive Sessions of Independent Directors. Our independent directors meet privately on a regular basis. Our lead independent director presides at such meetings.

 

 

Board Access to Management. We afford our directors ready access to our management. Key members of management attend Board and committee meetings to present information concerning various aspects of the Company, its operations, and results. The Corporate Responsibility and Compliance Committee, or Compliance Committee, members also have regular meetings in executive session with our Chief Compliance Officer and General Counsel, and the Audit Committee members have regular meetings in executive session with our internal and external auditors, our Chief Financial Officer and General Counsel, and separate meetings in executive session with our head of Corporate Audit.

 

 

Board Authority to Retain Outside Advisors. Our Board committees have the authority to retain outside advisors. The Audit Committee has the sole authority to appoint, compensate, retain, and oversee the independent registered public accountants. The Compensation and Management Development Committee, or Compensation Committee, has the sole authority to appoint, compensate, retain, and oversee compensation advisors for senior management compensation review. The Governance and Nominating Committee, or Governance Committee, has the sole authority to appoint, retain, and replace search firms to identify director candidates and compensation advisors for our directors’ compensation review.

 

 

Regular Board and Committee Evaluations. The Board and the Audit, Compensation, Compliance, and Governance Committees each have an annual evaluation process. We provide more information regarding the Board and committee evaluations on page 24.

 

Management Succession Oversight. Our Board oversees Chief Executive Officer, or CEO, and senior management succession planning. Directors engage with potential CEO, executive, and senior management successors at Board and committee meetings. Our Board also establishes steps to address succession to respond to unexpected vacancies in the event of an emergency.

 

 

Solicitation of Stockholder Perspectives. The Board believes that engagement with stockholders is a source of valuable information and perspectives on the Company. The Board has requested that management solicit input from investors on behalf of the Board and the lead independent director has also met directly with stockholders when appropriate. We provide more information regarding the stockholder engagement program on pages 39 and 50.

 

 

Majority Approval Required for Director Elections. If an incumbent director up for re-election at a meeting of stockholders fails to receive a majority of the votes cast in favor for his or her election in an uncontested election, the Board will adhere to the director resignation policy as provided in our Amended and Restated Bylaws of Amgen Inc., or Bylaws.

 

 

Director Limitation on Number of Boards. A director who is currently serving as our CEO should not serve on more than two outside public company boards. No director should serve on more than five outside public company boards.

 

 

Continuous Board Refreshment. We have added six new members to our Board since 2015 and our average Board tenure is approximately 6 years for our current directors.

 

 

Director Retirement Age. The Board has established a retirement age of 75. A director is expected to retire from the Board on the day of the annual meeting of stockholders following his or her 75th birthday.

 

 

Director Changes in Circumstances Actively Evaluated. If a director has a substantial change in principal business or professional affiliation or responsibility, including a change in principal occupation, he or she shall offer his or her resignation to the Chair of the Governance Committee. The Governance Committee determines whether to accept the resignation based on what it believes to be in the best interests of the Company and our stockholders.

 

 

Director Outside Relationships Require Pre-Approval. Without the prior approval of disinterested members of the Board, directors should not enter into any transaction or relationship with the Company in which they will have a financial or a personal interest or any transaction that otherwise involves a conflict of interest.

 

 

Active Management of Director Conflicts of Interest. If an actual or potential conflict of interest arises for a director or a situation arises giving the appearance of an actual or potential conflict, the

 

 

(1) 

Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

 

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Corporate Governance

 

 

 

 

 

 

director must promptly inform the Chairman of the Board or the Chair of the Governance Committee. All directors are expected to recuse themselves from any discussion or decision found to affect their personal, business, or professional interests.

Stockholder Rights

 

 

Single Class of Shares. We have a single class of shares with equal voting rights. One share equals one vote.

 

 

Proxy Access. Our Bylaws permit proxy access for director nominations. Eligible stockholders with an ownership threshold of 3% who have held their shares for at least 3 years and who otherwise meet the requirements set forth in our Bylaws may have their nominees up to the number of directors constituting the greater of 20% of the total number of directors or two nominees of our Board included in our proxy materials. Up to 20 eligible stockholders may group together to reach the 3% ownership threshold. In the course of designing our proxy access provisions, we carefully considered each element in the interest of our

 

stockholders as a whole, including that the number of stockholders who may group together (20) would afford those stockholders likely to utilize proxy access with the opportunity to do so.

 

 

Action by Written Consent. Our Amgen Inc. Restated Certificate of Incorporation permits stockholders to act by written consent in lieu of a meeting upon the request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements of our Certificate of Incorporation.

 

 

Special Meetings. Our Bylaws permit stockholders to request that the Company call a special meeting upon the written request of the holders of at least 15% of our outstanding common shares who otherwise meet the requirements set forth in our Bylaws.

 

 

No Supermajority Vote Provisions. We have a simple majority voting standard to amend our Certificate of Incorporation and Bylaws.

 

 

No Poison Pill. We do not have a shareholder rights plan, or poison pill.

 

 

Leadership Structure

 

 

Our current leadership structure and governing documents permit the roles of Chairman and CEO to be filled by the same or different individuals. The Board has currently determined that it is in the best interests of the Company and our stockholders to have Robert A. Bradway, our CEO and President, serve as Chairman, coupled with an active lead independent director. As such, Mr. Bradway holds the position of Chairman, CEO, and President, and Mr. Eckert serves as the lead independent director.

Corporate Governance Structure. The Board believes our corporate governance structure, with its strong emphasis on Board independence, an active lead independent director, and strong Board and committee involvement, provides sound and robust oversight of management.

Annual Evaluation of Leadership Structure and Annual Election of Lead Independent Director. The Board considers and discusses the leadership structure every year. As part of this annual evaluation process, the Board reviews its leadership structure and whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board also considers:

 

 

The effectiveness of the policies, practices, and people in place at the Company to help ensure strong, independent Board oversight;

 

 

The Company’s performance and the effect the leadership structure could have on its performance;

 

 

The Board’s performance and the effect the leadership structure could have on the Board’s performance;

 

 

The Chairman’s performance in the role;

 

 

The views of the Company’s stockholders; and

 

 

The practices at other companies and trends in governance.

In the circumstance that the Board determines that it remains in the best interests of the Company and its stockholders that the CEO serve

as Chairman, the independent members of the Board then elects a lead independent director.

Overview of Lead Independent Director Responsibilities. The responsibilities of the lead independent director are well-defined. The lead independent director engages in regular communication between the independent directors and Mr. Bradway, keeping Mr. Bradway apprised of any concerns, issues, or determinations made during the independent sessions, and consults with Mr. Bradway on other matters pertinent to the Company and the Board.

 

 

 

Lead Independent Director Responsibilities

 

The lead independent director’s responsibilities outlined in our Corporate Governance Principles include:

 

   Approving meeting agendas for the Board;

 

   Assuring that there is sufficient time for discussion of all meeting agenda items;

 

   Previewing the information to be provided to the Board;

 

   Having the authority to call meetings of the independent directors;

 

   Organizing and leading the Board’s evaluation of the CEO;

 

   Serving as a liaison between the Chairman and the independent directors;

 

   Leading the Board’s annual self-evaluation;

 

   Ensuring that he/she is available for consultation and direct communication, if requested by major stockholders; and

 

   Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors.

 

 

 

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Corporate Governance

 

 

 

 

 

In addition to the responsibilities outlined above, our lead independent director also:

 

 

Meets with the Chairman prior to each regular meeting of the Board and its committees to discuss, provide input on, and approve the agendas;

 

 

With the Chairman, determines who attends Board meetings, such as members of management or outside advisors, and presenters;

 

 

Has one-on-one discussions with each independent director, including as part of the Board’s annual evaluation process;

 

 

Attends all committee meetings, including those committees for which he is not a member (at his discretion) and has access to all committee materials;

 

 

Has the authority to engage independent consultants;

 

 

Is regularly apprised of inquiries from stockholders;

 

 

Interviews Board candidates; and

 

 

Has an increased role in crisis management, as appropriate.

Independent Directors Sessions. A meeting of the independent directors is scheduled at every regular Board meeting and the independent directors meet in an executive session without Mr. Bradway to review Company performance, management effectiveness, proposed programs and transactions, and the Board meeting agenda items. These independent sessions are organized and chaired by our lead independent director and our lead independent director provides direct feedback to Mr. Bradway after these executive sessions.

Independent Committee Leadership. The Audit, Compensation, Compliance, and Governance Committees are each composed solely of and led by independent directors and provide independent oversight of management. In addition:

 

 

Each committee chair meets with management in advance of meetings to review and refine agendas, add topics of interest, and review and comment on materials to be delivered to the committee;

 

 

Every independent director has access to all committee materials;

 

 

Each committee chair provides a report summarizing committee meetings to the full Board at each regular meeting of the Board;

 

 

Each committee meeting includes adequate time for executive session and the committees meet in executive session on a regular basis with no members of management present (unless otherwise requested by the committee); and

 

 

Each committee effectively manages its Board-delegated duties and communicates regularly with the Chairman, lead independent director, the Board, and members of management.

Furthermore, the Compensation Committee has an effective process for monitoring and evaluating Mr. Bradway’s compensation and performance, as well as succession planning.

Lead Independent Director. Mr. Eckert has been elected annually as the lead independent director since the May 2016 annual meeting of stockholders and was re-elected by our Board on March 3, 2021 to continue to serve as lead independent director subject to his re-election to the Board by our stockholders at the 2021 Annual Meeting.

Benefits of Combined Leadership Structure. The Board believes that the Company and our stockholders have been best served by having Mr. Bradway in the role of Chairman and CEO for the following reasons:

 

 

Mr. Bradway is most familiar with our business and the unique challenges we face. Mr. Bradway’s day-to-day insight into our challenges facilitates a timely deliberation by the Board of important matters.

 

 

Mr. Bradway has and will continue to identify agenda items and lead effective discussions on the important matters affecting us. Mr. Bradway’s knowledge and extensive experience regarding our operations and the highly-regulated industries and markets in which we compete position him to identify and prioritize matters for Board review and deliberation.

 

 

As Chairman and CEO, Mr. Bradway serves as an important bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges. The Board believes that Mr. Bradway brings a unique, stockholder-focused insight to assist the Company to most effectively execute its strategy and business plans to maximize stockholder value.

 

 

The strength and effectiveness of the communications between Mr. Bradway as our Chairman and Mr. Eckert as our lead independent director result in comprehensive Board oversight of the issues, plans, and prospects of our Company.

 

 

This leadership structure provides the Board with more complete and timely information about the Company, a unified structure and consistent leadership direction internally and externally and provides a collaborative and collegial environment for Board decision making.

Flexibility of the Leadership Structure. The Board is committed to high standards of corporate governance. The Board values its flexibility to select, from time to time, a leadership structure that is most able to serve the Company’s and stockholders’ best interests based on the qualifications of individuals available and circumstances existing at the time. As such, the Board annually evaluates whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders.

 

 

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Corporate Governance

 

 

 

 

 

The Board’s Role in Risk Oversight

 

 

Our Board oversees an enterprise-wide approach to risk management, which is designed to support the achievement of the Company’s objectives, including its strategic priorities to improve long-term operational and financial performance and enhance stockholder interests. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risks. We believe that the risk management areas that are fundamental to the success of our enterprise include the areas of product development, safety and surveillance, supply and quality, value and access, sales and promotion, business development, as well as protecting our assets (financial, intellectual property, and information, including cybersecurity), all of which are managed by senior executive management reporting directly to our CEO.

We have implemented an Enterprise Risk Management, or ERM, program, which is a Company-wide effort to identify, assess, manage, report, and monitor enterprise risks that may affect our ability to achieve the Company’s objectives. The ERM program involves our

Board and management and is overseen by one of our senior executive officers. Enterprise risks are identified and managed by management and the business functions and, as discussed below, are overseen by the Board or the appropriate Board committee. Our Board has ultimate oversight responsibility for the risk management process. The Board discusses enterprise risks with our senior management on a regular basis, including as a part of its annual strategic planning process, annual budget review and approval, capital plan review and approval, and through reviews of compliance issues in the applicable committees of our Board, as appropriate. For example, the potential risks associated with COVID-19 are in areas of enterprise risk with respect to which our Board, Audit, Compensation, and Compliance Committees receive regular updates. All risk areas are appropriately monitored by management and all risk areas that could lead to business disruption, including the potential to cause severe financial or reputational harm, report to the Board regularly or as-needed, and are subject to appropriate Board oversight.

 

 

Each Board Committee has primary risk oversight responsibility that is aligned with its areas of focus. At each regular meeting, or more frequently as needed, the Board receives and considers committee reports, which reports may provide additional detail on risk management issues and management’s response.

 

 

  Committee

 

  

 

Primary Risk Oversight Responsibility

 

    

  Governance and Nominating

  

   Oversees the assessment of each member of the Board’s independence, as well as the compliance with our Corporate Governance Principles and Board of Directors’ Code of Conduct. Also oversees Board and committee evaluations and Board succession.

 

 

  Audit

  

   Oversees internal controls over financial reporting, as well as internal audit and independent registered public accountants, as well as financial risk, such as capital risk, tax risk, and financial compliance risk.

 

 

  Compensation and Management Development

  

   Oversees human capital management, as well as executive talent management, development, and succession planning. Also oversees our compensation policies and practices and incentive program administration and design, including whether such policies, practices, and incentive programs balance risk-taking and rewards in an appropriate manner (as discussed further below), align with stockholders’ interests, and are consistent with emerging best practices.

 

 

  Corporate Responsibility and Compliance

  

   Oversees non-financial compliance risk, such as regulatory risks associated with the requirements of the U.S. federal health care program, Food and Drug Administration and other regulatory agencies, and risks associated with privacy, antitrust and competition, anti-corruption, information systems and security (including cybersecurity), pricing and access, government affairs, human resources (including diversity, inclusion, and belonging), aspects of ESG (including environmental sustainability, corporate philanthropy, and pricing philosophy and practice), and our reputation. Also oversees staff member compliance with the Code of Conduct.

 

   

 

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Corporate Governance

 

 

 

 

 

COVID-19 Impacts to Enterprise Risk and Our Response. The far-reaching effects of COVID-19 prompted the Company to consider enterprise risk focused on rare, but high-impact events, such as global pandemics. Our business resilience program is designed to enable us to effectively prepare for and respond to crisis incidents at the global,

regional, and local levels. As the global pandemic began, we activated appropriate crisis management and business continuity plans in a timely manner and communication channels were established with executive leadership and the Board received regular updates. Certain of our risks were identified as amplified by COVID-19.

 

 

Responding to COVID-19

 

 

In a year that brought health and safety sharply into focus, we have been committed to helping to address the pandemic.

 

 

Amgen’s Response to the COVID-19 Pandemic

 

As a leading global healthcare company and responsible corporate citizen, Amgen is committed to helping address the COVID-19 pandemic. During 2020, we prioritized:

 

   Ensuring the safety and well-being of our 24,000+ Amgen employees around the world;

 

   Continuing to supply patients – both those currently on Amgen medicines and those who stand to benefit from potential new medicines in our pipeline;

 

   Contributing to the fight against COVID-19:

 

–  Utilizing the capabilities of our subsidiary, deCODE Genetics, to study SARS-CoV-2 to contribute to the understanding of COVID-19;

 

–  Investigating Otezla® as a potential immunomodulatory treatment for patients hospitalized with SARS-CoV-2 infection in multiple COVID-19 platform trials; and

 

–  Leveraging our therapeutic antibody expertise through our global antibody manufacturing collaboration with Eli Lilly and Company.

 

   Helping in the communities where we live and work.

 

For information on our evolving response to this unprecedented situation, please visit www.amgen.com/COVID-19(1).

 

 

Our Employees. Creating a safe and healthy workplace for our staff is a priority at Amgen. In response to the COVID-19 pandemic and to continue to work to ensure the safety and well-being of our employees, we have activated our applicable business continuity plans, including having those of our U.S. employees who are able to work from home do so since mid-March 2020. For employees returning to the workplace and the field, we have also taken additional safety measures, including implementing occupancy limits, restricting business travel, providing personal protective equipment, temperature screening and COVID-19 testing.

Supply of Our Medicines to Patients. We have been able to serve physicians and patients as we have avoided disruptions to delivery and shortages of our supply of medicines.

Helping Our Communities. Amgen and The Amgen Foundation, Inc., a separate legal entity entirely funded by Amgen (Amgen Foundation), have been deeply engaged with our communities during the COVID-19 pandemic. Together, we committed $12.5 million to support local emergency response efforts in Amgen’s U.S. and international communities, patient-focused organizations mounting their own response efforts, and international relief efforts by Direct Relief and International Medical Corps. Additionally, the free online learning programs supported by the Amgen Foundation, including LabXchange and the Khan Academy, have helped students continue their science education during school closures.

 

 

Codes of Business Conduct

 

 

Our Board has adopted two codes of business conduct, one that applies to our Board and a second that applies to our Board, all our staff, and others conducting business on our behalf. Annual training on the global code of conduct is required and our Board participates in such training. We also have a code of ethics for senior financial officers. To view our codes of business conduct and ethics, please visit our website at

www.amgen.com(1). We intend to disclose any future amendments to certain provisions of our codes of business conduct and ethics, or waivers of such provisions, applicable to our directors and executive officers on our website. There were no waivers of any of our codes of business conduct or code of ethics in 2020.

 

 

(1) 

Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

 

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Corporate Governance

 

 

 

 

 

Board Meetings

 

 

The Board held 7 meetings in 2020 and all of the directors attended at least 75% of the total number of meetings of the Board and committees on which they served. It is the Company’s policy that all current directors attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. Each of our directors serving at the time of our 2020 Annual Meeting were present

at our 2020 Annual Meeting. In light of the COVID-19 pandemic, governmental decrees to postpone or cancel gatherings, and in the best interests of public health and the health and safety of our stockholders, Board, and employees, our 2020 Annual Meeting was held by means of remote communications via the internet.

 

 

Communication with the Board

 

 

Our annual meeting of stockholders provides an opportunity each year for stockholders to ask questions of our lead independent director and other members of the Board on appropriate matters. In addition, stockholders may communicate in writing with any particular director, any committee of the Board, or the directors as a group, by sending such written communication to our Secretary at our principal executive offices at One Amgen Center Drive, Thousand Oaks, California 91320-1799. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Secretary, to be inappropriate for submission to the intended recipient(s). Examples of stockholder communications that would be considered inappropriate for submission to the Board include, without

limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to our business, or communications that relate to improper or irrelevant topics. The Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the Chair of the Governance Committee. For information on our engagement with our stockholders since the 2020 Annual Meeting, please see page 50 of our Compensation Discussion and Analysis.

 

 

Board Committees and Charters

 

 

The Board has four key standing committees: the Governance Committee; Audit Committee; Compliance Committee; and Compensation Committee. The Compensation Committee has delegated certain responsibilities to an Equity Award Committee. In addition, an Executive Committee of the Board has all of the powers and authority of the Board in the management of our business and affairs, except with respect to certain enumerated matters, including Board composition and compensation, changes to our Certificate of Incorporation, or any other matter expressly prohibited by law or our

Certificate of Incorporation. The Executive Committee did not meet in 2020. The Board maintains charters for each of these standing committees and these charters are evaluated annually. In addition, the Board has adopted a written set of Corporate Governance Principles and a Board of Directors’ Code of Conduct that generally formalize practices we have in place. To view the charters of our standing Board committees, our Corporate Governance Principles, and the Board of Directors’ Code of Conduct, please visit our website at www.amgen.com(1).

 

 

(1) 

Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

 

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Corporate Governance

 

 

 

 

 

 

Governance and Nominating Committee

 

Current Members:

Greg C. Garland (Chair)

Robert A. Eckert

Charles M. Holley, Jr.

Ellen J. Kullman

Amy E. Miles (since July 2020)

Ronald D. Sugar

R. Sanders Williams

 

Others Who Served in 2020:

Rebecca M. Henderson (until retirement at 2020 Annual Meeting)

 

Number of Meetings Held in 2020: 5

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the Securities and Exchange Commission, or SEC.

      

 

Description and Key Responsibilities:

 

   Determines Board membership qualifications and maintains, with the approval of the Board, guidelines for selecting nominees to serve on the Board and considering stockholder recommendations for nominees. Such guidelines are included in this proxy statement as Appendix A.

 

   Selects, evaluates, and recommends to the Board nominees to stand for election at the annual meeting of stockholders and to fill vacancies as they arise as more fully described in “Process for Selecting Directors, Director Qualifications, and Board Diversity” below.

 

   Recommends to the Board the appointment of a lead director.

 

   Reviews the performance of the Board and its committees and is responsible for ensuring the availability of an orientation program for new Board members and director education.

 

   Recommends to the Board nominees for appointment as executive officers and certain other officers.

 

   Evaluates and makes recommendations to our Board regarding compensation for non-employee Board members, including minimum retention and ownership levels of Company stock by Board members. (Any Board member who is also an employee of the Company does not receive separate compensation for service on the Board.)

 

   Monitors the independence of the Board and evaluates questions of possible conflicts of interest of members of the Board.

 

   Oversees the Board’s Corporate Governance Principles and a code of conduct applicable to members of the Board.

 

The Governance Committee has authority to delegate these functions to a subcommittee of its members, but no delegation of authority was made in 2020.

 

 

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Summary of Current Director Core Experiences and Skills

 

 

Our Board consists of a diverse group of highly qualified leaders in their respective fields. Most of our directors have senior leadership experience at large companies, have gained significant and diverse management experience (including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development). Many directors also have public company experience (serving as chief executive officers or chief financial officers, on boards of directors and board committees) and an

understanding of corporate governance practices and trends, scientific expertise and healthcare industry experience, and bring unique perspectives to the Board. The Board and the Governance and Nominating Committee believe the skills, qualities, attributes, experience, and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

 

 

Our Board possesses a deep and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global innovator in biotechnology. The following chart summarizes the competencies of each director currently represented on our Board. The details of each director nominee’s competencies are included in each director nominee’s profile.

 

 

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Experience/Skills Austin Bradway Druker Eckert Garland Holley Jacks Kullman Miles Sugar Williams Healthcare Industry, Providers and Payers Science/Technology Public Company CEO/COO/CFO Regulatory Compliance Financial/Accounting Government/Public Policy International

The lack of a “” for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. Each of our Board members have experience and/or skills in the enumerated areas, however, the is designed to indicate that a director has a particular strength in that area.

 

 

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Board Tenure Board Diversity Highlights 25% Female Directors 17% Diverse Directors Gender Diversity Racial/Ethnic Diversity ~ 6 Years Average Board Tenure 2 5 4 1 <3 Years 3-6 Years 7-9 Years >9 Years Continuous Board Refreshment new directors since 2015 6 Independent directors on key 25% Female Directors 17% Diverse Directors 100% Independent directors on key standing committees

 

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Corporate Governance

 

 

 

 

 

Process for Selecting Directors, Director Qualifications, and Board Diversity

 

 

Board Composition. Board composition is one of the most critical areas of focus for the Board. Reflecting our Board’s commitment to refreshment, the Board has appointed six new directors since 2015, including women as well as those from underrepresented communities, adding critical skills and experience to our Board in furtherance of our strategic priorities.

Our Governance Committee regularly screens and recommends candidates for nomination by the full Board and, among other things, considers feedback received during the annual Board and Committee evaluation process, investor feedback, our qualification guidelines and skills matrix, and diversity. The Governance Committee will consider recommendations for director candidates made by stockholders and evaluate them using the same criteria as for other candidates.

Director Qualifications and Board Diversity. Our Governance Committee is responsible for determining Board membership qualifications and for selecting, evaluating, and recommending to the Board nominees for annual election to the Board and to fill vacancies as they arise. The Governance Committee reviews regularly and reports to the Board on the composition and size of the Board, and makes recommendations, as necessary, so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity advisable for the Board as a whole and maintains at least the minimum number of independent directors required by applicable laws and regulations.

The Governance Committee determines and oversees guidelines for selecting nominees to serve on the Board and for considering stockholder recommendations for nominees. The Amgen Inc. Board of

Directors Guidelines for Director Qualifications and Evaluations are included in this proxy statement as Appendix A. Among other things, Board members should possess:

 

 

a demonstrated breadth and depth of management and leadership experience;

 

 

financial and/or business acumen or relevant industry or scientific experience;

 

 

integrity and high ethical standards;

 

 

sufficient time to devote to the Company’s business;

 

 

the ability to oversee, as a director, the Company’s business and affairs for the benefit of our stockholders;

 

 

the ability to comply with the Amgen Board of Directors Code of Conduct; and

 

 

a demonstrated ability to think independently and work collaboratively.

In addition, the Governance Committee and Board view diversity as a priority, considers diversity in its determinations, and seeks representation across a range of attributes. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational experience, scientific and academic expertise, geography, and personal backgrounds.

 

 

Continuous Board Refreshment

Our Board is committed to strong refreshment practices to continuously align the composition of the Board and its leadership structure with our long-term strategic needs. The Board, led by the Governance Committee, has an ongoing process for identifying, evaluating, and selecting directors, and these decisions are also informed by the annual Board and committee evaluation process described below. Our Governance Committee uses a variety of methods to help identify potential Board candidates and considers an assessment of current Board skills, background, diversity, independence, experience, tenure, and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process.

 

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Current Board Composition:" 6 new directors since 2015" 3 women" 2 ethnically / racially diverse directors" Independent Search Firms" Stockholders" Independent Directors Candidate Pool Sourced,Maintained and Updated Continuous BoardRefreshment Select Directors GovernanceCommittee Review Review by the full Board Recommend Candidates to the Board " Consider Guidelines for Directo rQualifications and Evaluations (Appendix A)" Consider skills matrix" Consider diversity" Review independence and potentialconflicts" Meet candidates

 

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Corporate Governance

 

 

 

 

 

Director Education

Our Board believes that director education is important to the ability of directors to fulfill their roles, and supports Board members in their continuous learning. The Board encourages directors to participate in continuing education programs, and we reimburse directors for their expenses associated with this participation. During Board and committee meetings, information sessions are also provided on specific subjects by internal and external experts. New directors also participate in our director orientation program.

Regular Board and Committee Evaluations

 

 

Board and committee evaluations play a critical role in supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and, importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment.

Annual Governance Review. Our Governance Committee leads an annual evaluation process of the Board and its committees. Directors provide feedback regarding Board and committee composition and structure, role and effectiveness, fulfillment of fiduciary duties, meetings and materials, and interaction with management.

 

 

 

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PlanningThe Governance Committee oversees the Board evaluationprocess. In consultation with our Lead Independent Director, and the Committee Chairs, a framework for evaluation is established, including a review of topics for evaluation thatbecome the substance of the forms of evaluation for the Boardand committees.One-on-One DiscussionsOur Lead Independent Director conducts one-on-one discussions with each independent director. These can did conversations allow for direct and honest feedback on variedaspects of our Boards operations and performance.Follow up Policies, practices, and the composition of our Board and itsCommittees are modified, as appropriate, based onevaluation findings, ongoing feedback, and one-on discussions, and follow-up items are discussed at subsequent Board and Committee meetings. Ongoing Our directors are encouraged to convey feedback to our Lead Independent Director or the Governance Committee duringany executive session throughout the year.Board Evaluation and AssessmentAnnual anonymous evaluations of the Board are collected, compiled, and distributed in advance of the scheduled discussion by the full Board in executive session (typically inDecember) and informed by the results of the Committee levelevaluation discussions as well as the one-on-one Follow up discussions conducted by the Lead Independent Director. Committee Evaluations and Assessment Formal annual anonymous evaluations of the Audit,Compensation, Compliance, and Governance Committeesare collected, compiled, and distributed in advance of thescheduled discussion by each Committee in executive session (typically in October). Each Committee Chairreports out to the full Board on these assessments for reviewand discussion.

 

Evaluation Results. The Audit, Compensation, Compliance, and Governance Committees each completed their assessments in October 2020 for further evaluation by the Governance Committee in December 2020. The Board completed its evaluation in December 2020. Each committee and the Board was satisfied with its performance and each was considered to be operating effectively, with appropriate balance among governance, oversight, strategic, and operational matters.

Ongoing Feedback. Our directors provide real-time feedback throughout the year outside of the formal evaluation process and have open access to management and third-party advisors. Additionally,

executive sessions of directors (without management) are scheduled for every regular Board and committee meeting to identify any issues and assess whether meeting objectives were satisfied.

Changes Implemented. Based on the annual Board and committee evaluation process, ongoing feedback provided by directors, and one-on-one discussions between our lead independent director and each independent director, changes to Board practices have included enhancements to our committee structure and composition, additional presentations on various topics, and the addition of new directors.

 

 

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Director Independence

 

 

At least annually, the Governance Committee reviews the independence of each non-employee director and makes recommendations to the Board and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Governance Committee fully and promptly informed as to any development that may affect the director’s independence.

The Board has determined that each of our non-employee directors and Rebecca M. Henderson, who served as a director during part of 2020, was independent during 2020 under The NASDAQ Stock Market listing standards and the requirements of the SEC. Mr. Bradway is not independent based on his service as our CEO and President. Mr. Bradway is the only director who also serves in a management capacity. In making its independence determinations, the Board reviewed direct and indirect transactions and relationships between each director or any member of his or her immediate family, and us or any of our subsidiaries or affiliates based on information provided by the director, our records, and/or publicly available information.

All of the reviewed transactions and arrangements were entered into in the ordinary course of business and none of the business transactions, donations, or grants involved an amount that (i) exceeded the greater of 5% of the recipient entity’s revenues or $200,000 with respect to transactions where a director or any member of his or her immediate family or spouse served as an employee, officer, partner, director, or controlling shareholder, or (ii) exceeded $10,000 with respect to professional or consulting services provided by entities at which directors serve as professors or employees.

The following types and categories of transactions, relationships, and arrangements were considered by our Board in making its independence determinations:

 

 

Each of the independent directors (or their immediate family members), except for Fred Hassan, currently serves or has previously served within the last three years as a professor, trustee, director, or member of a board, advisory board, council, or

   

committee for one or more colleges, universities, or non-profit charitable organizations, including research or scientific institutions, to which the Amgen Foundation has made grants or matching donations under the Amgen matching gift program that is available to all of our employees and directors.

 

 

Each of the independent directors (or their immediate family members) currently serves, or has previously served within the last three years, as a member of the board of directors, the board of trustees, or an advisory board for an entity with which Amgen has business transactions or to which Amgen or the Amgen Foundation makes donations or grants. These business transactions include, among other things, purchasing supplies, equipment and software licenses, payment of fees or memberships, and expenses relating to repair and maintenance, utilities, clinical trials, research and development and training, sponsorship of healthcare programs and conferences, financial management, investment advisory and consulting services, and reimbursement of business-related expenses incurred by our staff members (such as for transportation, gas, and food purchases).

 

 

Wanda M. Austin, Brian J. Druker, Rebecca M. Henderson, Tyler Jacks, and R. Sanders Williams currently serve as professors for universities to which Amgen has made payments for certain business transactions such as symposiums, conferences and exhibits, postdoctoral research programs, clinical trials, training and research and development, software licenses and maintenance, as well as for grants from the Amgen Foundation.

None of the directors, directly or indirectly, provides any professional or consulting services to us and none of the directors currently has or has had any direct or indirect material interest in any of the above transactions and arrangements. The Board determined that these transactions and arrangements did not warrant a determination that the director was not independent.

 

 

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Corporate Governance

 

 

 

 

 

Governance Committee Processes and Procedures for Considering and Determining Director Compensation

 

 

The Governance Committee has the authority to evaluate and make recommendations to our Board regarding director compensation.

 

 

The Governance Committee conducts this evaluation periodically by reviewing our director compensation practices against the practices of an appropriate peer group and the Governance Committee has the authority to retain consultants to advise on director compensation matters, including in support of the Governance Committee’s periodic review of director compensation practices.

 

 

The Governance Committee last reviewed director compensation in October 2017 and, at that time, determined that amounts were competitive and the structure was well-designed, and no changes were made.

 

In 2020, the Governance Committee engaged Frederic W. Cook and Co., or FW Cook, to provide advice regarding director compensation. FW Cook reported directly to the Governance Committee and attended the Governance Committee meeting to evaluate director compensation. No executive officer has any role in determining or recommending the form or amount of director compensation.

 

 

Based on the analysis provided by FW Cook, the Governance Committee determined to make changes to director compensation effective for 2021, the first increase since 2013, to align with market practice and attract and retain high-quality director candidates in a competitive global marketplace. For more information regarding the changes to director compensation, see “Director Compensation—Changes to Director Compensation for 2021.”

 

 

 

Audit Committee

 

Current Members:

Charles M. Holley, Jr.* (Chair)

Wanda M. Austin

Fred Hassan*

Ellen J. Kullman*

Amy E. Miles* (since July 2020)

 

*Audit Committee financial expert

 

Number of Meetings Held in 2020: 10

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC, including the requirements regarding financial literacy and sophistication.

 

         

 

Description and Key Responsibilities:

 

   Oversees our accounting and financial reporting process and the audits of the financial statements, as required by NASDAQ.

 

   Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of our financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements.

 

   Has sole authority for the appointment, compensation, and oversight of the work of the independent registered public accountants.

 

   Reviews and discusses, prior to filing or issuance, with management and the independent registered public accountants (when appropriate) our audited consolidated financial statements to be included in our Annual Report on Form 10-K and earnings press releases.

 

   Approves related party transactions.

 

   Reviews any violations or alleged violations of the Company’s Code of Ethics for the CEO and Senior Financial Officers.

 

     

 

Audit Committee Oversight of the Independent Registered Public Accountants

   Auditor Selection. Evaluates the qualifications and performance of our independent registered public accountants each year and appoints the independent registered public accountants annually.

   Audit Partner Selection. Participates directly in the selection of the lead engagement partner through an interview process.

   Audit Firm Evaluation. Considers the quality and efficiency of the services provided, the independent registered public accountants’ technical expertise and knowledge of our operations and industry.

   Audit Services. Pre-approves services.

 

   
               

 

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Corporate Responsibility and Compliance Committee

 

Current Members:

Ronald D. Sugar (Chair)

Brian J. Druker

Tyler Jacks

R. Sanders Williams

 

Others Who Served in 2020:

Rebecca M. Henderson (until retirement at 2020 Annual Meeting)

 

Number of Meetings Held in 2020: 5

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC.

 

 

      

 

Description and Key Responsibilities:

 

   Oversees our compliance program and reviews our programs in a number of areas governing ethical conduct including:

 

-  U.S. federal health care program requirements;

 

-  U.S. Food and Drug Administration requirements and other regulatory agency requirements, including good manufacturing, clinical and laboratory practices, drug safety and pharmacovigilance activities;

 

-  interactions with members of the healthcare community;

 

-  the Company’s Corporate Integrity Agreement;

 

-  anti-bribery/anti-corruption activities;

 

-  environment, health, and safety;

 

-  information security, including cybersecurity; and

 

-  human resources, including diversity, inclusion, and belonging; and

 

-  government affairs, including the Political Action Committee.

 

   Receives regular updates on pricing and access, political, social, and environmental trends, and public policy issues that may affect our reputation, including our business or public image, and reviews our corporate responsibility (including sustainability), political, and philanthropic activities.

 

About Our Compliance Program

 

 

Amgen’s Compliance Program is designed to promote ethical business conduct and ensure compliance with applicable laws and regulations. The key objectives of our compliance program operations include:

 

 

developing policies and procedures;

 

 

providing ongoing compliance training and education;

 

 

auditing and monitoring compliance risks;

 

 

maintaining and promoting avenues for staff to raise concerns without fear of retaliation, including anonymously through a business conduct hotline;

 

 

conducting investigations;

 

 

responding appropriately to any compliance violations; and

 

 

taking appropriate steps to detect and prevent recurrence, including by implementing appropriate corrective and preventive actions.

Our Chief Compliance Officer, who reports to the CEO and the Compliance Committee, oversees the ongoing operations of the compliance program.

 

 

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Corporate Governance

 

 

 

 

 

Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management

 

 

Amgen’s environmental sustainability, social responsibility and corporate governance (ESG) strategy begins with our mission to serve patients and is governed at the highest levels. Our executive leadership reports our progress to the full Board as well as the Compliance Committee of the Board. An executive-level governance council, chaired by the Senior Vice President of Corporate Affairs, oversees the continuing evolution and enhancement of our approach to corporate responsibility and ESG. With the oversight of our executive leadership, individual programmatic elements are managed at a functional level.

In addition to ethical business practices and strong corporate governance practices (see the subsection “—Board of Directors Corporate Governance Highlights” discussed previously), our approach to ESG includes operating our business in an environmentally responsible manner, helping patients access our medicines, inspiring the next generation of scientists, supporting the communities in which we live and work, and enhancing the diversity and inclusiveness of our workplace.

Environmental Sustainability

As a science-based company committed to advancing human health, Amgen recognizes the impact that climate change is having on human health around the world. We have a long-standing objective to conduct environmentally responsible operations and regularly set targets to challenge ourselves to deliver further improvements. Since 2007, we have successfully advanced our environmental sustainability program while increasing our global production capacity and expanding our presence to approximately 100 countries.

In 2013, we established our second generation of environmental targets to reduce facility and fleet carbon emissions, waste, and water use (each against a 2012 baseline), and we exceeded all of our 2013-2020 conservation targets. Specifically, during this period, we reduced fleet carbon output (by 20%), facility carbon output (by 10%), water consumption (by 10%), and waste disposed (by 35%).(1)

Building on the successful execution of our 2020 conservation targets, we announced in January 2021 the launch of a new environmental sustainability plan (our third since 2007) that includes the goal of achieving carbon neutrality in our owned and operated facilities by 2027, while also further reducing water use (by 40%) and waste disposed (by 75%).(1)

 

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AMGENS 2027 ENVIRONMENTAL SUSTAINABILITY GOALS ACHIEVE CARBON NEUTRALITY REDUCE WATER CONSUMED REDUCE WASTE DISPOSED THE FUTURE IS IN OUR HAND 100% 40% 75%

Our 2027 Environmental Sustainability Plan. Amgen’s 2027 sustainability plan is focused on harnessing our innovative capabilities to combat climate change and preserve natural resources. Amgen is investing resources towards achieving these 2027 goals and expects these efforts to help us become not just more environmentally sustainable but also more flexible and productive, resulting in reductions in operating costs from such efficiencies over the same period.

Our 2027 plan features a portfolio of specific projects and initiatives across our operations, including continued investment in our smaller footprint, highly resource efficient next-generation biomanufacturing, smart and integrated facility design, use of on-site solar and other renewable energy sources, electric vehicle fleet conversion, treatment and reuse of water, and the reduction and recycling of single use plastics.

The Road to Net Zero. To help achieve our goal of carbon neutrality by 2027, Amgen is launching a comprehensive carbon reduction strategy focusing on the use of innovative technologies to significantly reduce carbon emissions from our owned and operated facilities, in addition to sourcing renewable energy. Where renewable sources are not available, we expect to prioritize offsetting based on the quality of the credit or offset.

 

 

(1) 

Reductions take into account only verified reduction projections, and do not take into account changes associated with the contraction or expansion of the Company.

 

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Sustainability by Design. Amgen helped invent the processes and tools that created the global biotech industry. As we continue to grow and innovate, we are pioneering advanced technologies and implementing more environmentally responsible approaches throughout the Company to increase operational efficiency, improve access to our medicines, and reduce our environmental footprint.

 

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Our Next-Generation Biomanufacturingcompared to conventional manufacturing: Achieved in Singapore* of the capital cost the construction time of the operating expense Reduced solid waste and usage of chemicals 76% reduction in CO, emissions 78% energy reduction 58% water reduction

Our next-generation biomanufacturing facility in Singapore, which began commercial production 2017, is an example of our innovative capability at work. This redesign of our approach to biomanufacturing dramatically reduces the scale and costs of making biologics, and vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines. The success of our facility in Singapore, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in Rhode Island that, upon approval by global regulatory authorities, will expand our manufacturing capacity to support our future expected product volume growth, while also delivering these efficiencies.

Sustainable Value Chain. Our footprint and focus on sustainability extends beyond our own employees and facilities. We are engaging with our suppliers and contractors across the entire value chain – from raw materials suppliers to patient delivery – to set goals to reduce carbon emissions.

Climate Risk Transparency. Amgen reports in alignment with the CDP (formerly Carbon Disclosure Project), which fully adopted the

recommendations of the Task-force on Climate-related Financial Disclosures (TCFD).

United Nations Global Compact. We are a signatory to the United Nations Global Compact, a voluntary initiative based on commitments to implement universal sustainability principles and take steps to support United Nations goals.

Climate-Related Risks and Opportunities. We have processes to evaluate and quantify risk from climatic events to our operations and take steps to work to avoid the associated consequences. We continuously invest in our end-to-end supply chain, evaluate and improve our business continuity plans, and make infrastructure investments designed to support the ability of our facilities to operate and withstand disruptive events.

Social Responsibility

Improving Patient Access to Medicines. Through patient assistance programs, expanded access to investigational therapies, donations, and other initiatives, Amgen has developed support programs for eligible patients around the world as they seek to obtain the medicines they need.

Amgen Safety Net Foundation (ASNF), a separate legal entity entirely funded by Amgen, supports qualifying patients in the U.S. who might go without important medicines because of financial limitations, by providing our medicines at no cost. In 2020, the commercial value of Amgen’s medicines provided at no cost to uninsured or underinsured patients by ASNF was approximately $1.5 billion(1). Since 2018, Amgen has also donated approximately $140 million worth of Amgen cancer treatment and supportive care medicines(1) for distribution to patients in more than 20 developing countries through Direct Relief, a leading non-governmental organization.

We continue to offer and implement value-based contracts, including risk-sharing, cost-cap programs and effectiveness constructs, to help improve patient access to medicines and offer stakeholders greater budget predictability.

Advancing Health Equity. As part of our mission to serve patients, we are working to improve the diversity and representation of racial and ethnic minority populations in clinical trial research at Amgen and advance solutions and increasing dialogue regarding this area across the industry. We are studying potential treatments for several disease areas that disproportionally affect racial and ethnic minorities, including cardiovascular disease, obesity, multiple myeloma, and different types of solid tumors (e.g., colon, prostate, and lung).

As such, we recognize the criticality of a patient-centric approach to clinical research. In the area of clinical trial diversity, we support efforts to improve the diversity of patients who participate in clinical trials and are focused on addressing access and use throughout the drug development process.

Amgen proudly supports the first-ever, industry-wide principles on clinical trial diversity announced by the Pharmaceutical Research and Manufacturers of America in 2020. Additionally, we are a founding

 

 

(1) 

Valued at wholesale acquisition cost.

 

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Corporate Governance

 

 

 

 

 

sponsor of Lazarex Cancer Foundation’s IMPACT (Improving Patient Access to Cancer Clinical Trials) program, which is focused on improving patient enrollment, minority participation, and equitable access in cancer clinical trials. We also hosted our fifth-annual Health Equity Summit to explore the history and ongoing challenges of racial disparities in healthcare and to share insights for addressing structural barriers to quality medical care among communities of color.

Responsible Sourcing and Supplier Diversity. All staff members are responsible for upholding the Amgen Values and Code of Conduct and, similarly, we require our suppliers to conduct their businesses in alignment with our mission and values. We focus not only on commitment to quality, cost, and reliability but also on a wide range of sustainability and social responsibility considerations, such as business ethics, labor and human rights, and environmental impacts.

We also have a supplier diversity program designed to identify, develop, and utilize small, disadvantaged, veteran, LGBTQ(1), minority, disabled, and women-owned business enterprises, as well as companies located in historically underutilized business zones, in our procurement of goods and services.

Science Education. The Amgen Foundation seeks to advance excellence in science education to inspire the next generation of innovators, and invest in strengthening communities where our staff members live and work.

Since its inception 30 years ago, the Amgen Foundation has contributed more than $350 million to non-profit organizations across the world that reflect our core values and complement Amgen’s dedication to impacting lives in inspiring and innovative ways.

 

As COVID-19 continues to impact global educational systems, the Amgen Foundation has expanded its support for free online learning programs, including LabXchange and the Khan Academy, to help student learners around the world continue their science education.

 

 

LabXchange, developed at Harvard University with the financial sponsorship of the Amgen Foundation, is a free online science education platform that launched in January 2020 and provides students around the world with access to personalized instruction, virtual lab experiences, and networking opportunities across the global scientific community.

 

 

The Amgen Foundation is the exclusive biology content partner of the Khan Academy, a leading online learning educational platform. In 2020, the Amgen Foundation announced the expansion of its partnership with the Khan Academy to support science learning and educational equity amid COVID-19 with virtual biology lessons, partnerships with school districts facing budget shortfalls, and a collaboration with LabXchange.

 

 

Additionally, the Amgen Foundation continued to expand the Amgen Biotech Experience (ABE), an innovative science education program that empowers high school teachers to bring biotechnology education into their classrooms. In 2020, ABE launched a new online curriculum that explores the COVID-19 pandemic and,

   

through a partnership with LabXchange, virtual ABE laboratory activities were made available to student learners in twelve languages at no cost.

 

 

In its seventeenth year, the Amgen Scholars Program makes it possible for undergraduates across the globe to engage in cutting-edge research experiences and learn more about biotechnology and drug discovery. To address the cancellation of the in-person 2020 Amgen Scholars Program due to COVID-19, the Amgen Foundation and Harvard University created a four-week, virtual program for the Amgen Scholars community.

Our Community. In response to the killing of George Floyd and its aftermath, the Amgen Foundation pledged $7.5 million to support established national and local organizations advancing social justice, equal opportunity, and science education programs explicitly reaching communities of color.

 

Amgen and the Amgen Foundation have been deeply engaged with our community during the pandemic. Information about this engagement can be found above in the subsection “—Responding to COVID-19.”

The Amgen Foundation also provides programs and resources to empower individual Amgen staff in their charitable activities in our community, including through a matching gift program and by providing service grants to non-profit organizations where staff members regularly volunteer.

Human Capital Management

Our Board has a key role in the oversight of our culture, setting the tone at the top, and holding management accountable for maintaining high ethical standards. The Board believes that human capital management, including diversity, inclusion, and belonging initiatives, are important to our success. We conduct regular staff member engagement assessments that gather feedback on topics, including the overall engagement of staff members, engagement during the COVID-19 pandemic, diversity, inclusion, and belonging, and corporate ethics, and the results of these surveys are discussed with the Board.

Amgen places significant value on fostering and enabling growth of staff, both personally and professionally, and we aim to provide a safe, healthy, innovative, and diverse work environment for our staff. (For more information regarding our human capital resources, please refer to our Form 10-K for the year ended December 31, 2020.)

Our Social Architecture. Since Amgen’s founding in 1980, our staff members have directed their intelligence and enthusiasm toward our powerful mission to serve patients. The combination of our clear mission, our aspiration to be the world’s best human therapeutics company, our carefully considered strategy (informed by our mission and aspiration), our well-defined set of Amgen Values, and the clear leadership attributes that we expect from our staff members, form the “social architecture” that defines our unique culture. This social architecture is deeply rooted in our culture and has been a key enabler of Amgen’s growth from an early pioneer in the biotech industry to a leading innovator and world-class biologics manufacturer.

 

 

(1) 

Lesbian, gay, bisexual, transgender, and queer.

 

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The Amgen Values were formalized in 1996 and continue to serve as the principles that guide the way we conduct business.

Amgen Values

 

Be Science-Based  

 

Trust and Respect

Each Other

 

 

Compete Intensely

and Win

 

  Ensure Quality

 

Create Value for

Patients,

Staff, and

Stockholders

 

  Work in Teams
Be Ethical  

 

Collaborate,

Communicate, and Be

Accountable

 

Diverse and Inclusive Workforce. Consistent with the Amgen Values, we are working to bring the diversity of the world community into the Amgen community. We believe that a diverse and inclusive culture fosters innovation, which supports our ability to serve patients. Further, we also believe our global presence is strengthened by having a workforce that reflects the diversity of the patients we serve. It is with these beliefs in mind that we have continued to strengthen and grow our culture of diversity, inclusion, and belonging. To demonstrate the level of our engagement in this area, we established an executive Diversity, Inclusion, and Belonging Council in 2019 consisting of CEO direct reports and chaired by our CEO. With endorsement from executive management and engagement with senior leaders across the organization, we are implementing a global strategy designed to leverage our diversity and create a more inclusive workplace.

We are engaging in activities and setting goals to improve our focus around diversity, inclusion, and belonging, including, in 2020, the launch of a mandatory unconscious bias training program that was completed by 100% of our U.S., Canada, and Puerto Rico staff members (with the rest of the organization to follow this year) and a global portal devoted to diversity, inclusion, and belonging that includes learning and resources for staff members and managers.

 

    

In 2020, Amgen became a founding member of OneTen, a coalition of more than 40 of the world’s largest, best-known companies that aims collectively to hire one million Black Americans (with a specific focus on those without four-year college degrees) into good-paying family-sustaining jobs over the next ten years.

Our participation in OneTen is part of our ongoing work towards building a more just and equitable society.

Further, early in our history as a company, Amgen established global Employee Resource Groups organized to represent and support the diversity of our staff. The chart below lists our Employee Resource Groups.

Amgen Employee Resource Groups

 

 

Amgen Asian

Association (AAA)

 

Amgen Black

Employee Network

(ABEN)

Ability Bettered through Leadership and

Education (ABLE), a resource group for the

physically or cognitively disabled

 

Amgen Early Career

Professionals (AECP)

 

Amgen Indian

Subcontinent

Network (AISN)

 

Amgen Latin

Employee Network

(ALEN)

 

Amgen LGBTQ and

Allies Network

(PRIDE)

 

Amgen Veterans

Employees Network

(AVEN)

 

Women Empowered

to be Exceptional

(WE2)

Women in Information Systems Enrichment

(WISE)

To enhance transparency around the composition of our workforce, we also intend to disclose our 2020 Consolidated EEO-1 Report after our submission of the report to the U.S. Equal Employment Opportunity Commission.

Attracting and Developing Talent. Our success depends on our ability to attract and retain talent and skilled staff members. We compensate our staff members based on their roles, experience, and performance, provide wellness and work-life resources, as well as support employees in giving back and volunteering in their local communities. To support the development of our staff, we provide a variety of programs, including leadership development programs, virtual instructor-led courses, and self-paced learning options.

Our benefit programs are generally broad-based, promote health and overall well-being, and emphasize saving for retirement. Amgen continues to pride itself on industry-leading, family-friendly offerings for families of all compositions, including, in the U.S. and Puerto Rico, on-site child care at certain of our facilities, adoption assistance, resources for elder care and behavioral health, and paid parental leave for all Amgen staff members who have or adopt, or become a foster parent or legal guardian for a child. Comparable programs and benefits are available globally, with the same health and well-being intent, that are consistent with local statutory requirements. Information about our approach to staff member safety and welfare can be found above in the subsection “—Responding to COVID-19” and in our Form 10-K for the year ended December 31, 2020.

 

 

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Corporate Governance

 

 

 

 

 

 

 

Compensation and Management Development Committee

 

Current Members:

Robert A. Eckert (Chair)

Wanda M. Austin

Brian J. Druker

Greg C. Garland

Fred Hassan

Tyler Jacks

 

Number of Meetings Held in 2020: 5

 

Independent Compensation

Consultant: FW Cook

 

Each member has been determined by the Board to be independent under The NASDAQ Stock Market listing standards and the requirements of the SEC.

         

 

  Description and Key Responsibilities:

 

   Assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company’s compensation plans, policies, and programs with a focus on encouraging high performance, promoting accountability and adherence to Company values, and aligning with the interests of the Company’s stockholders.

 

   Approves all executive officer compensation.

 

   Oversees human capital management and succession planning for senior management, including that our approaches to management development are effective in attracting, developing, and retaining talented leadership.

 

   Oversees the Board’s relationship with stockholders on executive compensation matters, including stockholder outreach efforts, stockholder proposals, advisory votes, communications with proxy advisory firms, and related matters.

 

 

 

 

Executive Compensation Website

We maintain a website accessible throughout the year at www.amgen.com/executive compensation(1), which provides a link to our most recent proxy statement and invites our stockholders to fill out a survey to provide input and feedback to the Compensation Committee regarding our executive compensation policies and practices.

 

   
   
 

 

Equity Award Committee

The Equity Award Committee assists the Board by determining equity-based awards to non-Section 16 officers and employees at the level of vice president or below, consistent with the equity grant guidelines established by the Compensation Committee, and acted five times in 2020.

 

Current Member:

Robert A. Bradway

 

 

   
                 

Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2020

 

 

Compensation Committee Determination of Compensation. Generally, by the first calendar quarter of each year, the Compensation Committee reviews and approves Company performance goals and objectives for the current year and evaluates the CEO’s performance for the previous year in light of the Company performance goals and objectives established for the prior year. The Compensation Committee evaluates the performance of the CEO within the context of the financial and operational performance of the Company, considers competitive market data, and establishes the CEO’s compensation based on this evaluation as well as the compensation for each executive officer.

Values and Components. The values of each component of total compensation (base salary, target annual cash incentive awards, and equity awards) for the current year, as well as total annual compensation for the prior year (including the value of equity holdings, potential change of control payments, and vested benefits under our Retirement and Savings Plan, Supplemental Retirement Plan, and Nonqualified Deferred Compensation Plan as of the end of the last fiscal

year) are considered at this time. Final determinations regarding our CEO’s performance and compensation are made during an executive session of the Compensation Committee and are reported to and reviewed by the Board in an independent directors’ session.

Executive Officers. Our Compensation Committee determines compensation for the executive officers (other than the CEO) based, in part, on the recommendations of our CEO regarding base salary, annual cash incentive awards, and equity awards. In determining compensation recommendations for each Named Executive Officer, or NEO, our CEO reviews comparative peer group data, as well as the performance of the executive. The Compensation Committee has typically followed these recommendations.

Executive Sessions. Each Compensation Committee meeting includes adequate time for executive session and the Compensation Committee meets in executive session on a regular basis with no members of management present (unless otherwise requested by the Compensation Committee).

 

 

(1) 

Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

 

32     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Corporate Governance

 

 

 

 

 

 

Delegation of Authority. The Compensation Committee has authority to delegate any of its functions to a subcommittee of its members. No delegation of authority was made in 2020.

Independent Compensation Consultant. The Compensation Committee continued to engage FW Cook, an independent compensation consultant, to provide advice regarding executive compensation and executive compensation trends and developments, compensation designs, and equity compensation practices, market data as requested, and opinions on the appropriateness and competitiveness of our executive compensation programs relative to market practice. FW Cook reported directly to the Compensation Committee and attended regularly scheduled meetings of the Compensation Committee (including meeting in executive session with the Compensation Committee, as requested). Each year the Compensation Committee reviews the independence of FW Cook and whether any conflicts of interest exist. After review and consultation with FW Cook, the Compensation Committee has determined that FW Cook is independent and there is no conflict of interest resulting from retaining FW Cook currently or during the year ended December 31, 2020. In performing its analysis, the Compensation Committee

considers the factors set forth in the SEC rules and The NASDAQ Stock Market listing standards.

Peer Group Review. In setting executive compensation, the Compensation Committee compares the Company’s pay levels and programs to those available for the Company’s competitors for executive talent and uses this comparative data as a guide in its review and determination of compensation. Our Compensation Committee annually considers and selects an appropriate peer group (consisting of biotechnology and pharmaceutical companies), based, in part, on the recommendations of FW Cook, and, for each NEO, the Compensation Committee reviews the compensation levels and practices of our peer group, which for our NEOs, other than the CEO, are based on reports prepared by management from information contained in compensation surveys and proxy statements. FW Cook provides the Compensation Committee with market data, an annual report on the compensation levels and practices of our peer group, and compensation recommendations for the CEO position.

Compensation Risk Management. In cooperation with management, FW Cook assesses the potential risks arising from our compensation policies and practices as discussed more fully below.

 

 

Compensation Risk Management

 

 

Annual Risk Management Assessment. On an annual basis, management, working with the Compensation Committee’s independent compensation consultant, conducts an assessment of the Company’s compensation policies and practices for all staff members generally, and for our staff members who participate in our sales incentive compensation program, for material risk to the Company. Compensation-related risks from COVID-19 were evaluated as part of this assessment for 2020.

Results of Risk Management Assessment. The results of this assessment are reviewed and discussed with the Compensation Committee. Based on this assessment, review and discussion, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices and our Company performance goals, our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on us.

Factors That Discourage Excessive Risk-Taking. In evaluating our compensation policies and practices, a number of factors were identified which the Company, the Compensation Committee, and its independent consultant believe discourage excessive risk-taking, including:

 

 

Mix of Incentives and Metrics. Our compensation programs consist of a mix of incentives and metrics (financial and operational) that are tied to varying performance periods and are designed to balance our need to drive our current performance with the need to position the Company for long-term success.

For 2020, we established the goals for our annual cash incentive award and long-term incentive, or LTI, equity award programs prior to the declaration of the COVID-19 global pandemic by the World

Health Organization on March 11, 2020, and we have not made any changes to these goals.

 

 

Company-wide Results. Company-wide results are the most important factor in determining the amount of an annual cash incentive award, one of our mix of incentives, for each of our staff members.

 

 

Emphasis on Long-Term Performance. We cap short-term incentives and make LTI equity awards a component of compensation for nearly all of our full-time staff members. In particular, the CEO and the other executive officers participate in compensation plans that are designed so that the largest component of their compensation is in the form of LTI equity awards to ensure that a significant portion of their compensation is associated with long-term, rather than short-term, outcomes, which aligns these individuals’ interests with those of our stockholders.

 

 

Equity Award Grant Practices. We employ appropriate practices with respect to equity awards: we do not award mega-grants, discounted stock options, or immediately vested equity to staff members; and we have grant guidelines that generally limit the grant date for our equity grants to the third business day after our announcement of quarterly earnings.

 

 

Robust Stock Ownership and Retention Guidelines. We have robust stock ownership guidelines for vice presidents and above that require significant investment by these individuals in our Common Stock. We require that each officer who has not met his or her required ownership guidelines hold shares of our Common Stock acquired through the vesting of restricted stock units, the payout of performance units, and the exercise of stock options (net

 

 

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Corporate Governance

 

 

 

 

 

 

   

of shares retained by us to satisfy associated tax withholding requirements and exercise price amounts) until such officer has reached his or her required stock ownership level.

 

 

Comprehensive Performance Evaluations. Our Company values and leadership behaviors are an integral part of the performance assessments of our staff members and are particularly emphasized in our assessment tools at higher positions. These evaluations serve as an important information tool and basis for compensation decisions.

 

 

Clawback Policy. We have a clawback policy that requires our Board to consider recapturing past cash or equity compensation payouts awarded to our executive officers if it is subsequently determined that the amounts of such compensation were determined based on financial results that are later restated and the executive officer’s misconduct caused or partially caused such restatement.

 

 

Recoupment. We have recoupment provisions that expressly allow the Compensation Committee or management, as appropriate, to consider employee misconduct that caused serious financial or reputational damage to the Company when determining whether an employee has earned an annual cash incentive award or the amount of any such award.

In December 2020, after discussions of recoupment mechanisms, the Compensation Committee adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) if an executive officer is terminated for

engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement).

 

 

Disclosure. Subject to our recoupment and clawback policies and provisions, we intend to disclose the general circumstances of any application of our recoupment or clawback policies and provisions against any executive officer (current or former) and the aggregate amount of compensation recovered.

 

 

No Hedging or Pledging. Our Insider Trading Policy prohibits pledging or purchasing of our Common Stock on margin(1) and hedging the economic risk of our Common Stock (as discussed more fully below).

 

 

Mandatory Compliance Training. We require training on our Code of Conduct and other policies that educate our staff members on appropriate behaviors and the consequences of taking inappropriate actions.

 

 

Pricing Policies and Controls. Amgen’s drug pricing governance framework is designed to help ensure that our pricing actions around the globe are legally compliant, financially sound, and aligned with our values and corporate objectives. Our approach to pricing includes training, standard operating procedures, policies, approval mechanisms for price increases and price policy exceptions, and other controls that balance regional and country autonomy with centrally managed price discipline. Our Board, with the assistance of the Compliance Committee, has a key role in the oversight of pricing risk and regularly receives presentations from management on drug pricing practices and trends.

 

 

Prohibition on Hedging

 

 

Under our global Insider Trading Policy, all of our Board members and staff members, including our NEOs, consultants, contract workers, secondees, and temporary staff worldwide are considered “Covered Persons.” It is against the Insider Trading Policy for Covered Persons to directly or indirectly participate in transactions involving trading activities that by their nature are aggressive or speculative, or may give rise to an appearance of impropriety. Covered Persons may not:

 

 

Engage in short sales (sales of stock that the seller does not own or a sale that is completed by delivery of borrowed stock) with respect to our securities;

 

 

Engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Amgen stock;

 

Purchase or pledge Amgen stock on margin or as collateral to secure a loan or other obligation(1); or

 

 

Enter into any derivative or similar transactions with respect to our securities.

Examples of prohibited derivative transactions include, but are not limited to, purchases or sales of puts and calls (whether written or purchased or sold), options (whether “covered” or not), forward contracts, including but not limited to prepaid variable forward contracts; put and call “collars” (“European” or “American”), “equity” or “performance” swap or exchange agreements, or any similar agreements or arrangements however denominated, in our securities.

 

 

(1) 

With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”).

 

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Corporate Governance

 

 

 

 

 

 

Pay Ratio

 

 

Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other staff members, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The Company determined our median employee based on total direct compensation paid to all of our staff members worldwide and recorded in our global human resources systems as of December 31, 2020. Total direct compensation included base salary, annual cash incentive awards earned for the period (and target sales incentive awards for our sales force), and the annual grant value of LTI equity awards during 2020. Earnings of our staff members outside of the U.S. were converted to U.S. dollars using currency exchange rates

as of December 31, 2020. No cost-of-living adjustments were made. We then determined the annual total compensation of our median employee for 2020 which was $132,520. As disclosed in the “Summary Compensation Table” appearing on page 72, our CEO’s annual total compensation for 2020 was $20,131,408. Based on the foregoing, the ratio of the annual total compensation of our CEO to that of the median staff member was 152 to 1. For information on the determination of executive compensation, please see “Compensation Committee Processes and Procedures for Considering and Determining Executive Compensation in 2020” above and our Compensation Discussion and Analysis beginning on page 41.

 

 

Compensation Committee Report

 

 

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the

Company’s 2021 Annual Meeting proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

 

Compensation Committee of the Board of Directors

Robert A. Eckert, Chair

Wanda M. Austin

Brian J. Druker

Greg C. Garland

Fred Hassan

Tyler Jacks

 

 

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Item 2 — Advisory Vote to Approve Our Executive Compensation

 

 

 

 

 

 

Item 2

Advisory Vote to Approve Our Executive Compensation

 

 

This advisory stockholder vote, commonly known as “Say on Pay,” gives you, as a stockholder, the opportunity to endorse or not endorse our executive pay program and policies. Accordingly, as required by Section 14A of the Securities and Exchange Act of 1934, as amended, you are being asked to cast an advisory vote on the compensation of our Named Executive Officers, or NEOs, as disclosed in the Compensation Discussion and Analysis (pages 41 through 71) and related compensation tables and the narrative in this proxy statement (pages 72 through 86).

Since the declaration of the COVID-19 pandemic, we have remained focused on our strategic priorities while successfully managing the effects of the COVID-19 pandemic on our global operations. Despite the pandemic, we have delivered strong performance in the COVID-19 environment: our remote working arrangements have not significantly affected our ability to maintain critical business operations; we have completed key clinical trials; and we have been able to supply physicians and patients as we have avoided disruptions or shortages of our supply of medicines.

Our executive compensation program is designed to achieve the following objectives:

 

 

Pay for performance in a manner that strongly aligns with stockholder interests by rewarding both our short- and long-term measurable performance.

 

 

Drive our business strategy by positioning our staff to execute on our strategic priorities in the near- and longer-term.

 

 

Attract, motivate, and retain the highest level of talent by providing competitive compensation, consistent with their roles and responsibilities, our success, and their contributions to this success.

 

 

Mitigate compensation risk by maintaining pay practices that reward actions and outcomes consistent with the sound operation of our Company and with the creation of long-term stockholder value.

 

 

Consider all Amgen staff members in the design of our executive compensation programs, to ensure a consistent approach that encourages and rewards all staff members who contribute to our success.

 

 

We Have Implemented Compensation Best Practices

 

 

 

What we do

 

 

 

Long-term performance-based equity awards (80% of total target equity, of which 50% are three-year performance awards and 30% are stock options)

 

 

A substantial majority of NEO compensation is performance based and at-risk

 

 

Recently updated recoupment provisions for misconduct to include forfeiture and cancellation of unvested or unexercised equity awards, in addition to our existing annual cash incentive award recoupment policy

 

 

Clawback policy tied to financial restatement

 

 

Robust stock ownership and retention guidelines

 

 

Minimum vesting periods for equity compensation

 

 

Independent compensation consultant

 

 

Amgen Values overlay our performance goals

 

What we don’t do

 

 

×

  

No hedging or pledging

×

  

No re-pricing or backdating

×

  

No tax gross-ups (except in connection with relocation)

×

  

No single-trigger for stock options and restricted stock units in the event of a change of control

×

  

No excessive perks

×

  

No employment agreements

×

  

No dividends paid on unvested equity

×

  

No defined benefit pension or supplemental executive retirement plan (SERP) benefits

 

 

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Item 2 — Advisory Vote to Approve Our Executive Compensation

 

 

 

 

 

 

2020 Executive Compensation Was Aligned With Our Strategy and Performance

 

As discussed more fully in our Compensation Discussion and Analysis starting on page 41, a significant majority of each NEO’s compensation is at-risk and dependent on our performance and execution of our strategic priorities.

 

                Long-Term Incentive Equity Award Allocation   2020 Total Target Direct Compensation Mix
LOGO

LTI Equity Awards Annual Cash Incentive Awards Base Salary 91% At Risk 9% 13% 78% 17% 67% 16% 83% At Risk 91% pay at risk 76% performance based LTI Equity Awards Annual Cash Incentive Awards Base Salary

2020 Performance Against Pre-Established Goals and Measures

 

We established the goals for our annual cash incentive award and long-term incentive, or LTI, equity award programs prior to the World

Health Organization (WHO) declaration of the COVID-19 global pandemic. Since then, we have not made any

changes to these goals. Thus, performance reported is against goals established prior to the pandemic.

 

2020 Annual Cash Incentive Plan

 

   

2018-2020 Long-Term Incentive Performance Award Payout

 

Goal

    Weighting    

 

% of Target  

Earned  

 

 

 

LOGO

2018-2020 Performance Period Award Calculation 2018-2020 Non-GAAP(2)Operating Measures 2018 2019/2020 EPS Growth Operating Margin Operating Expense EPS Growth ROIC 2018-2020 RelativeTSR Performance 62.8th percentile relative to S&P 500 TSRs Final Payout Multiplier 108.8% 93.4%

Financial Performance

Revenues

    30%     109.9%  

Non-GAAP Net Income(1)

    30%     225.0%  

Progress Innovative Pipeline

Advance Early Pipeline

    10%     125%  

Execute Key Clinical Studies and Regulatory Filings

    20%     77.8%  

Deliver Annual Priorities

Ensure Successful Integrations and Transitions

    5%     177.9%  

Fund Innovation Through Productivity

    5%     104.2%  

Final Score

    Achieved 142.6%  

 

(1) 

Non-GAAP net income for purposes of the 2020 Company performance goals of our annual cash incentive award program is reported and reconciled in Appendix B.

(2) 

The operating measures of the 2018-2020 performance goals were based on non-GAAP financial results for 2018, 2019, and 2020 as reported and reconciled in Appendix B.

 

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Item 2 — Advisory Vote to Approve Our Executive Compensation

 

 

 

 

 

 

2020 Alignment of Pay with Performance

Our strategy includes a series of integrated activities in the near- and medium-term to strengthen our long-term competitive position in the industry. Select 2020 activities that support the execution of our strategic priorities and delivery of performance are summarized below.

Our financial performance was strong despite the effects of the COVID-19 pandemic.

 

We established our 2020 performance goals in March 2020, prior to declaration of the COVID-19 pandemic. Since then, we have not made any changes to these goals. Thus, performance reported is against the goals established prior to the pandemic.

 

 

For 2020, particularly during the initial stages of the COVID-19 pandemic, we experienced changes in demand trends for some of our products as physician-patient interactions were interrupted, which led to delays in diagnosis and treatment with varying degrees of impact across our portfolio. However, despite the effects of the pandemic, we outperformed our budgeted financial targets (established in advance of the onset of the pandemic) as we drove product volume growth (including increases in EVENITY®, Repatha®, Aimovig®, and Prolia® sales) and, following our successful integration, delivered strong Otezla® sales in its first full year in our product portfolio.

 

 

Our non-GAAP net income performance also benefited from our strong sales performance, as well as our cost efficient mitigation of the challenges and risks of the pandemic, and continued savings from efficiencies resulting from our strong performance on our productivity objective that was used to reinvest in our business.

 

 

In 2020, while investing $4.2 billion in research and development, $0.6 billion in capital projects, and $3.35 billion in BeiGene, Ltd., we also returned in excess of $7 billion of capital to our stockholders in the form of dividends paid ($3.8 billion) and repurchases of our Common Stock ($3.5 billion).

 

  -  

Our quarterly 2020 dividend of $1.60 per share represented a 10% increase from the quarterly dividend for 2019.

 

 

We delivered long-term stockholder value and returns, including three- and five-year total shareholder return of 44% and 63%, respectively, outperforming our peer group.

We progressed our pipeline while managing the challenges of COVID-19.

We develop innovative medicines that address unmet medical needs to treat serious illnesses. (For more detail regarding advancement of our early pipeline and clinical studies and regulatory filings, please see our Compensation Discussion and Analysis beginning on page 41.) Early in the pandemic, many clinical trials had to be paused to ensure subject safety or data integrity. The majority of such paused clinical trials have resumed, however, enrollment rate and overall study recruitment continue to be affected by the pandemic. We continuously monitor and reevaluate the status of studies, pausing when there is uncertainty with regard to the trial sites’ ability to ensure safety or data integrity. Despite these challenges, we have delivered the following strong performance in the COVID-19 pandemic environment:

 

 

We advanced our early pipeline:

 

  -  

Generated eight new product teams (formed when a molecule has been judged to have the potential to be safe and effective in humans), including for inflammation, oncology, and cardiometabolic therapies.

 

  -  

Initiated six first-in-human studies, including for product candidates being studied for prostate cancer, metastatic gastric and gastroesophageal junction cancer, solid tumors, and obesity.

 

  -  

Advanced two programs in our early-to-late portal: AMG 160 (being investigated as a treatment for prostate cancer); and AMG 404 (being investigated as a treatment for solid tumors).

 

 

We executed key clinical studies and regulatory filings:

 

  -  

For sotorasib (our KRASG12C small molecule inhibitor being investigated as a treatment for a variety of solid tumors), we submitted both a New Drug Application, or NDA, to the U.S. Food and Drug Administration, or FDA, and a Marketing Authorization Application to the European Medicines Agency for the treatment of patients with previously treated KRAS G12C-mutated locally advanced or metastatic non-small cell lung cancer, or NSCLC, with sotorasib. We made these applications just 28 months after we dosed our first patient, demonstrating our commitment to bringing the promise of our therapies to patients. In 2020, the FDA granted Breakthrough Therapy Designation to sotorasib and determined to review our sotorasib NDA submission under the Real-Time Oncology Review pilot program. In January 2021, we also received Breakthrough Therapy Designation for sotorasib in China. In February 2021, the FDA accepted our sotorasib NDA, and the Prescription Drug User Fee Action (PDUFA) target action date is August 16, 2021 which, as a result of Priority Review, is four months earlier than the standard review cycle. Additionally, we have filed sotorasib for approval as a NSCLC treatment in Australia, Brazil, Canada, and the UK.

 

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Item 2 — Advisory Vote to Approve Our Executive Compensation

 

 

 

 

 

 

  -  

For tezepelumab (a first-in-class investigational therapy that blocks the action of thymic stromal lymphopoietin (TSLP), an epithelial cytokine that plays a key role across the spectrum of asthma inflammation), the Phase 3 NAVIGATOR(1) study evaluating tezepelumab in adults and adolescents with severe, uncontrolled asthma showed positive results and met its primary endpoint with tezepelumab demonstrating a statistically significant and clinically meaningful reduction in the annualized asthma exacerbation rate in a broad population of patients with severe asthma, including those with low levels of eosinophils, for which we have Breakthrough Therapy Designation in the U.S.

 

  -  

We launched AVSOLA® (biosimilar infliximab (Remicade®(2)) in the U.S. for all approved indications of Remicade for the treatment of moderate-to-severe rheumatoid arthritis, Crohn’s Disease, and ulcerative colitis, as well as chronic severe plaque psoriasis, psoriatic arthritis, and ankylosing spondylitis.

 

  -  

The FDA approved RIABNI (biosimilar rituximab (Rituxan®(3)) for the treatment of adult patients with Non-Hodgkin’s Lymphoma, Chronic Lymphocytic Leukemia, Granulomatosis with Polyangiitis (Wegener’s Granulomatosis), and Microscopic Polyangiitis in 2020, and we launched RIABNI in January 2021.

 

  -  

We advanced our bone franchise in China, the second largest pharmaceutical market, with the launches of: XGEVA® as the first medicine in China for the prevention of skeletal-related events in patients with bone metastases from solid tumors and in patients with multiple myeloma as part of our strategic collaboration with BeiGene, and Prolia® for the treatment of postmenopausal women with osteoporosis at high risk of fractures.

We delivered on our annual priorities.

 

 

We successfully:

 

  -  

Integrated our acquisition of Otezla, a treatment for moderate-to-severe plaque psoriasis; and

 

  -  

Executed on our strategic collaboration with BeiGene, a research-based, oncology-focused biotechnology company with an established experienced team in China to jointly develop a portion of our oncology pipeline.

 

 

As a result of our focus on productivity to support continued reinvestment opportunities, we achieved targeted productivity gross savings of approximately $304 million. Part of these savings have been reinvested into our research and development activities. We expect savings from these productivity initiatives will continue to contribute to funding strategic growth investments.

We delivered on additional strategic priorities.

 

 

We are in our fourth year of successfully operating our smaller footprint, highly resource efficient next-generation biomanufacturing facility in Singapore that dramatically reduces the scale and costs of making biologics, and vastly reduces water and energy use, while maintaining a reliable, high-quality, compliant supply of medicines. This success, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in Rhode Island that, upon approval by global regulatory authorities, will expand our manufacturing capacity and support our future expected product volume growth while also delivering these efficiencies, and is anticipated to create a substantial number of additional highly-skilled manufacturing positions in the U.S.

 

 

We made significant progress in expanding our presence in Japan, including by establishing our wholly-owned affiliate in Japan with the acquisition of Amgen Astellas BioPharma K.K. We submitted a marketing authorization application with the Japan Pharmaceuticals and Medical Devices Agency for Aimovig for the prevention of chronic and episodic migraine. We now directly market three products, BLINCYTO®, Repatha, and EVENITY, in Japan.

Positive 2020 Say on Pay Vote Outcome and Engagement With Our Stockholders

 

 

In 2020, we received approximately 93% stockholder support on our say on pay advisory vote. Consistent with prior years’ practices, since our 2020 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising approximately 54% of our outstanding shares. The compensation-related feedback is reviewed by our Compensation

and Management Development Committee, or Compensation Committee. In 2020, the predominant feedback from investors with respect to our compensation and governance practices was that they are satisfied with our compensation program and governance practices. For more detail regarding our stockholder engagement, see page 50.

 

 

(1) 

A multicenter, randomized, double-blind, placebo controlled, parallel group, Phase 3 study to evaluate the efficacy and safety of tezepelumab in adults and adolescents with severe uncontrolled asthma.

(2) 

Remicade is a registered trademarks of Janssen Biotech, Inc.

(3) 

Rituxan is a registered trademark of Biogen Inc.

 

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Item 2 — Advisory Vote to Approve Our Executive Compensation

 

 

 

 

 

 

Board Recommends a Vote “FOR” Our Executive Compensation

 

 

Our Board of Directors, or Board, believes that our current executive compensation program aligns the interests of our executives with those of our stockholders and compensation outcomes are primarily based on the performance of our Company. We intend that our compensation programs reward actions and outcomes that are consistent with the sound operation of our Company, advance our strategy, and are aligned with the creation of long-term stockholder value.

For the reasons discussed above and more fully in the Compensation Discussion and Analysis, the Board recommends that stockholders vote “FOR” the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Securities and Exchange Commission rules in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure of this proxy statement.”

Although this vote is advisory and is not binding on the Board, our Compensation Committee values the opinions expressed by our stockholders and will consider the outcome of the vote when making future executive compensation decisions.

We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote on executive compensation at our 2022 annual meeting of stockholders.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

40     LOGO   ï 2021 Proxy Statement


       

 

 

 

 

Compensation Discussion and Analysis

 

 

 

 

 

 

Executive Compensation

Compensation Discussion and Analysis

 

Table of Contents

 

 

Our Named Executive Officers

     41  

Our Strategy

     42  

Our Compensation Best Practices

     43  

Aligning Pay With Performance, Executing On Our Strategic Priorities, and Delivering During the COVID-19 Pandemic

     44  

Positive 2020 Say on Pay Vote Outcome and Engagement With Our Stockholders

     50  

Compensation Design Changes in Response to 2020 Stockholder Engagement

     50  

Long-Term Incentive Equity Award Design in 2020

     51  

Our 2020 Compensation Program Highlights and Objectives

     52  

How Compensation Decisions Are Made For Our Named Executive Officers

     53  

Elements of Compensation and Specific Compensation Decisions

     56  

Compensation Policies and Practices

     66  

Non-Direct Compensation and Payouts in Certain Circumstances

     68  

Tax and Accounting Standards

     70  

This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2020 below.

Our Named Executive Officers

 

 

Name    Title

Robert A. Bradway

  

Chief Executive Officer and President

Murdo Gordon

  

Executive Vice President, Global Commercial Operations

David M. Reese

  

Executive Vice President, Research and Development

Peter H. Griffith

  

Executive Vice President and Chief Financial Officer(1)

Esteban Santos

  

Executive Vice President, Operations

 

(1)

Mr. Griffith commenced employment with the Company on October 23, 2019 as Executive Vice President, Finance, and became Executive Vice President and Chief Financial Officer on January 1, 2020.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Our Strategy

 

Our strategy includes a series of integrated activities in the near- and medium-term to strengthen our long-term competitive position in the industry. Select 2020 activities that support the execution of our strategic priorities and delivery of performance are summarized below and discussed further in the following pages.

Strategic Priorities

 

Innovative Medicines     Branded Biosimilars    

Transforming Amgen

for the Future

       
Capital Allocation and Investing for
Long-Term Growth
    Global Geographic Reach    

Next-Generation

Biomanufacturing

 

 
 

 

   

 

   

 

  Description   Select 2020 Activities
   
 

Innovative

Medicines

   

Innovation is at the core of our strategy. Our focus on developing innovative, “breakaway” medicines to address important unmet needs guides how we allocate resources across internal and external program possibilities. This results in a productive balance of internal development and external programs and collaborations reflected in our current product portfolio and pipeline.

 

  Successful Otezla® (apremilast) acquisition integration

  Executed key clinical studies and advanced innovative first-in-class pipeline delivering positive registration-enabling results including from:

  Phase 2 sotorasib study; and

  Phase 3 tezepelumab(1) study

  Filed sotorasib with U.S. Food and Drug Administration, or FDA, and European Medicines Agency for the treatment of advanced non-small cell lung cancer

•  Progressed our early innovative pipeline:

  8 product teams formed(2)

  6 first-in-human studies initiated

  2 programs (AMG 160 in prostate cancer and AMG 404 in solid tumors) advanced through our early-to-late stage portal

 

                
   
 

Branded

Biosimilars

   

We believe our deep experience in biologics development and biotechnology manufacturing position us for leadership in the emerging biosimilars market. Our branded biosimilar medicines have the potential to expand access to important medicines for patients while delivering volume-based sales growth in our therapeutic areas.

 

 

In our biosimilars portfolio, we:

  Launched AVSOLA®(biosimilar infliximab (Remicade®(3)))

  Received approval of RIABNI(biosimilar rituximab (Rituxan®(4)) and launched in January 2021

                
   
 

Transforming

Amgen

for the Future

   

In 2020, we realized the benefit of our productivity initiatives, the savings from which have contributed to funding strategic growth investments, such as investment in research and development.

 

 

  Continued to realize gross productivity savings ($304 million in 2020) which we reinvested in our business

                
   
  Capital Allocation
and Investing for
Long-Term Growth
   

Our strong cash flows and balance sheet also allow us to make substantial investments for long-term growth. We also recognize that stockholders who support investment in developing innovative medicines require an appropriate return on the capital they commit to Amgen.

 

  Invested in excess of $8B for long-term growth:

  $4.2B  in research and development, including towards innovative medicines and $0.6B in capital projects

  $3.35B in BeiGene, Ltd. (see “Global Geographic Reach” below)

  Returned in excess of $7 billion of capital to stockholders:

  $3.8B of dividends paid ($1.60 per share per quarter, a 10% per share dividend increase over 2019)

–  $3.5B in stock  repurchases

 

 

    

         
   
 

Global Geographic

Reach

   

We are leveraging our global presence to deliver the potential of our products to patients globally. Amgen medicines are now available to patients in approximately 100 countries worldwide.

 

•  Began strategic collaboration with BeiGene to expand our oncology presence in China

  XGEVA® and BLINCYTO® were approved in China and KYPROLIS® is under review

  XGEVA was added to the National Reimbursement Drug List in China

  Established our wholly-owned affiliate in Japan with the acquisition of Amgen Astellas BioPharma K.K.

 

                
   
    Next-Generation Biomanufacturing      

Smaller footprint, highly resource efficient next-generation biomanufacturing plants reduce environmental impact, including reducing consumption of water and energy and lower levels of carbon emissions. They also can be built in less time than traditional plants and have lower operating costs.

 

  Next-generation Singapore biomanufacturing facility operating since 2017 and delivering cost and environmental efficiencies

  Success of our facility in Singapore, along with U.S. corporation tax incentives, led to our building a second such plant in Rhode Island, our first U.S. next-generation biomanufacturing plant that, upon approval by global regulatory authorities, will expand our manufacturing capacity, while also delivering these efficiencies.

 

 

(1) 

Being developed in collaboration with AstraZeneca plc.

(2) 

Formed when a molecule has been judged to have the potential to be safe and effective in humans.

(3) 

Remicade is a registered trademark of Janssen Biotech, Inc.

(4) 

Rituxan is a registered trademark of Biogen Inc.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Our Compensation Best Practices

 

What we do

 

 

 

Majority of compensation is performance based: A substantial majority of NEO compensation is performance based and at-risk.

 

 

Clawback Policy: Our Board of Directors, or Board, is required to consider the recapture of past cash or long-term incentive, or LTI, equity award payouts to our NEOs if the amounts were determined based on financial results that are later restated and the NEOs’ misconduct is determined by the Board to have caused the restatement.

 

 

Recoupment Provisions for Misconduct: Our recoupment mechanisms include:

 

   

Cash Incentive Compensation Plan Recoupment Provisions: Recoupment provisions applicable to all staff members that expressly allow the Compensation and Management Development Committee, or Compensation Committee, to determine that annual cash incentive awards are not earned fully or in part where such employee has engaged in misconduct that causes serious financial or reputational damage to the Company.

 

   

Equity Recoupment Policy: In December 2020, the Compensation Committee adopted a policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) should an executive officer be terminated for engaging in misconduct that caused serious financial or reputational damage to the Company.

 

 

Robust stock ownership and retention guidelines: We have a six times base salary ownership requirement for our Chief Executive Officer, or CEO. Our Executive Vice Presidents and Senior Vice Presidents have three times and two times base salary ownership requirements, respectively. Officers are required to hold shares of our Common Stock acquired through the vesting of restricted stock units, or RSUs, the payout of performance units, or the exercise of stock options until they have reached the required stock ownership level. Compliance with this policy is assessed annually and all executive officers, including our NEOs, who were expected to meet such guidelines by December 31, 2020, were in compliance.

 

 

Minimum vesting periods: Our equity incentive plan provides that our equity awards are subject to a minimum vesting period of no less than one year on 95% of equity awards granted. Our grants generally vest over four years, with no vesting in the first year and vesting in three approximately equal annual installments on the second, third, and fourth anniversaries of the grant date.

 

 

Performance-based equity: Our LTI equity award grants are primarily (80%) performance-based, with 50% in the form of three-year performance units.

 

 

Independent compensation consultant: The Compensation Committee retained and sought advice from Frederic W. Cook & Co., or FW Cook, to assist the Compensation Committee in its review and determination of executive compensation.

 

 

Amgen Values: The Amgen Values overlay our Company performance goals and the Compensation Committee assesses each NEO’s annual compensation, including the annual incentive award, based on compliance with these internal standards.

 

What we don’t do

 

 

×

 

No hedging or pledging: With respect to our Common Stock, all of our staff members and Board members are prohibited from engaging in short sales, purchasing or pledging our Common Stock on margin(1), or entering into any hedging, derivative, or similar transactions.

 

×

 

No re-pricing or backdating: We have strong LTI equity award plans and policies that prohibit re-pricing or backdating of equity awards.

 

×

 

No tax gross-ups: We do not provide tax gross-ups, except for business-related payments such as reimbursement of certain relocation expenses on behalf of newly hired and current executives who agree to relocate to work on the Company’s behalf.

 

×

 

No single-trigger and no gross-ups in the event of a change of control: We do not have “single-trigger” equity vesting acceleration upon a change of control for RSUs and stock options and do not provide tax gross-ups on change of control payments.

 

×

 

No excessive perks: Our perquisites are limited to those with a clear business-related rationale.

 

×

 

No employment agreements: We do not have employment contracts or guaranteed bonuses, other than in countries where they are required by law.

 

×

 

No dividends paid on unvested equity: Dividends equivalents accrue on our performance units and RSUs, but are paid out in shares of our Common Stock only when and to the extent the underlying award is earned and vested. Stock options do not have dividend equivalent rights.

 

×

 

No defined benefit pension or supplemental executive retirement plan (SERP) benefits or “above market” interest on deferred compensation.

 

 


Our Approach to Environmental Sustainability, Social Responsibility, and Corporate Governance

As part of our mission to serve patients, we take our responsibilities seriously with respect to the areas of environmental sustainability, social responsibility, and corporate governance (ESG). A full description of our ESG efforts can be found in the “CORPORATE GOVERNANCE” section, including the subsection “—Our Approach to Environmental Sustainability, Social Responsibility, and Human Capital Management.”

 

 

(1) 

With the exception of the use of a margin account to purchase our common stock in connection with the exercise of Amgen-granted stock options (i.e., “cashless exercises”).

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Aligning Pay With Performance, Executing on Our Strategic Priorities, and Delivering During the COVID-19 Pandemic

 

 

A substantial majority of each NEO’s compensation is “at risk” and earned based on our execution of our strategy and performance. Our annual cash and long-term equity incentive programs promote focus on activities supporting the execution of our strategic priorities as well as near- and long-term stockholder value creation with compensation earned based on our financial, operating, and stock price performance.

 

 

We established the goals for our annual cash incentive award and LTI equity award programs prior to the World Health Organization (WHO) declaration of the COVID-19 global pandemic. Since then, we have not made any changes to these goals. Thus, performance reported is against goals established prior to the pandemic.

 

Impact of the COVID-19 Pandemic

Since the declaration of the COVID-19 pandemic, we have remained focused on our strategic priorities and our values while successfully managing the effects of the COVID-19 pandemic on our global operations. To minimize risk to our employees, a significant number of staff have been working remotely since the start of the pandemic. Further, we have been actively managing our clinical development on a case-by-case basis. Early in the pandemic, many clinical trials had to be paused to ensure subject safety or data integrity. The majority of such paused clinical trials have resumed, however, enrollment rate and overall study recruitment continue to be affected by the pandemic. We continuously monitor and reevaluate the status of studies, pausing when there is uncertainty with regard to the trial sites’ ability to ensure safety or data integrity. We are intent on supporting our active clinical sites in providing care for these patients and in providing investigational drug supply.

The pandemic also changed demand trends for some of our products as continuing patient access to those products was affected by COVID-19, particularly in the early phases of the pandemic. Our efforts remain focused on assisting patients and providers by improving continuity of care through our activities to increase product access as compared to that of the earlier stages of the pandemic.

Despite the pandemic, we have delivered strong performance in the COVID-19 environment: our remote working arrangements have not significantly affected our ability to maintain critical business operations; we have completed key clinical trials (including the sotorasib Phase 2 and tezepelumab Phase 3 clinical trials); and we have been able to supply physicians and patients as we have avoided disruptions or shortages of our supply of medicines.

 

 

Amgen’s Response to the COVID-19 Pandemic

 

As a leading global healthcare company and responsible corporate citizen, Amgen is committed to helping address the COVID-19 pandemic. During 2020, we prioritized:

 

   Ensuring the safety and well-being of our 24,000+ Amgen employees around the world;

 

   Continuing to supply patients – both those currently on Amgen medicines and those who stand to benefit from potential new medicines in our pipeline;

 

   Contributing to the fight against COVID-19:

 

-  Utilizing the capabilities of our subsidiary, deCODE Genetics, to study SARS-CoV-2 to contribute to the understanding of COVID-19;

 

-  Investigating Otezla as a potential immunomodulatory treatment for patients hospitalized with SARS-CoV-2 infection in multiple COVID-19 platform trials; and

 

-  Leveraging our therapeutic antibody expertise through our global antibody manufacturing collaboration with Eli Lilly and Company.

 

   Helping in the communities where we live and work.

 

For information on our evolving response to this unprecedented situation, please visit www.amgen.com/COVID-19(1).

 

 

LOGO

Our strong cash flows and balance sheet allowed continued investment for long-term growth in 2020 through internal research and development, capital projects, and investment in our collaboration partner, BeiGene, while simultaneously providing substantial returns to stockholders.

Capital Allocation and Investing for Long-Term Growth

 

 

In 2020, while investing $4.2 billion in research and development, $0.6 billion in capital projects, and $3.35 billion in BeiGene, we also returned in excess of $7 billion of capital to our stockholders ($3.8 billion of dividends and $3.5 billion in stock repurchases)

 

We increased our quarterly dividend per share 10% over 2019 (to $1.60 per share per quarter for 2020). Our annualized dividend per share has increased 471% since the inception of our dividend in 2011.

 

 

(1) 

Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Annual Dividend Increases

 

 

LOGO

As depicted below, we delivered long-term stockholder value and returns, including three- and five-year total shareholder return, or TSR, of 44% and 63%, respectively, outperforming our peer group in those periods.

Total Shareholder Returns

 

 

LOGO

2020 Annual Cash Incentive Plan

 

 

Earned amounts from our 2020 annual cash incentive plan are tied directly to our performance based on pre-established financial and operating performance goals designed to drive execution of our strategic priorities.

 

 

Goal    Weighting    

% of Target

Earned

 
1. Financial Performance
   

a.  Revenues

    Target $25.25B

    Results $25.42B

     30%     109.9%
   

b.  Non-GAAP Net Income(1)

    Target $8.88B

    Results $9.80B

     30%     225.0%
 
2. Progress Innovative Pipeline
   

a.  Advance Early Pipeline

     10%     125.0%
   

b.  Execute Key Clinical Studies and Regulatory Filings

     20%     77.8%
 
3. Deliver Annual Priorities
   

a.  Ensure Successful Integrations and Transitions

     5%     177.9%
   

b.  Fund Innovation Through Productivity

     5%     104.2%
   
    Final Score      Achieved  142.6%

 

 

These goals were established in advance of the COVID-19 pandemic and the performance reported is against these original goals, and no changes were made to address the effects of the global pandemic.

 

1. We delivered strong financial performance despite the effects of the COVID-19 pandemic.

 

(a) Revenues and (b) non-GAAP net income

For 2020, particularly during the initial stages of the COVID-19 pandemic, we experienced changes in demand trends for some of our products as physician-patient interactions were interrupted, which led to delays in diagnosis and treatment with varying degrees of impact across our portfolio. However, we adapted to this and, despite the effects of the pandemic, we outperformed our budgeted financial targets (established in advance of the onset of the pandemic) as we drove product volume growth (including increases in EVENITY®, Repatha®, Aimovig®, and Prolia® sales) and, following our successful integration, delivered strong Otezla sales in its first full year

 

 

(1) 

Non-Generally Accepted Accounting Principles, or non-GAAP, net income for purposes of the 2020 Company performance goals of our annual cash incentive award program is reported and reconciled in Appendix B.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

in our product portfolio. Our non-GAAP net income performance also benefited from our strong sales performance, as well as our cost efficient mitigation of the challenges and risks of the pandemic, and continued savings from efficiencies resulting from the strong performance on our productivity objective that were reinvested in our business. (For more detail regarding our “Fund Innovation Through Productivity” objective, see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards” below.)

2. We progressed our pipeline(1) while managing the challenges of COVID-19 .

 

a. Early pipeline

Despite the impact to clinical trials activities discussed earlier, we advanced our early pipeline:

 

 

We generated eight new product teams (formed when a molecule has been judged to have the potential to be safe and effective in humans), including for inflammation, oncology, and cardiometabolic therapies.

 

 

We initiated six first-in-human studies, including for product candidates being studied in prostate cancer, metastatic gastric and gastroesophageal junction cancer, solid tumors, and obesity.

 

 

We advanced two programs in our early-to-late portal:

 

  -  

AMG 160 (a half-life extended anti-prostate-specific membrane antigen (PSMA) x anti-CD3 BiTE®) being investigated as a treatment for prostate cancer; and

 

  -  

AMG 404 (a human anti-programmed cell death-1 (PD-1) monoclonal antibody) being investigated as a treatment for solid tumors.

 

b. Key clinical studies and regulatory filings

While we still made good progress on our key clinical studies, including for sotorasib and tezepelumab, we had to pause or delay enrollment of other clinical studies due to COVID-19 and these delays negatively affected our performance against our goal to progress our pipeline.

 

Oncology:

 

 

For sotorasib (our KRASG12C small molecule inhibitor being investigated as a treatment for a variety of solid tumors), we submitted both a New Drug Application, or NDA, to the FDA and a Marketing Authorization Application to the European Medicines Agency for the treatment of patients with previously treated KRAS G12C-mutated locally advanced or metastatic non-small cell lung cancer, or NSCLC, with sotorasib. We made these applications just 28 months after we dosed our first patient, demonstrating our

   

commitment to bringing the promise of our therapies to patients. In 2020, the FDA granted Breakthrough Therapy Designation to sotorasib and determined to review our sotorasib NDA submission under the Real-Time Oncology Review pilot program. In January 2021, we also received Breakthrough Therapy Designation for sotorasib in China. In February 2021, the FDA accepted our sotorasib NDA, and the Prescription Drug User Fee Action (PDUFA) target action date is August 16, 2021 which, as a result of Priority Review, is four months earlier than the standard review cycle. Additionally, we have filed sotorasib for approval as a NSCLC treatment in Australia, Brazil, Canada, and the UK.

 

 

The FDA approved RIABNI (biosimilar rituximab (Rituxan®)) for the treatment of adult patients with Non-Hodgkin’s Lymphoma, Chronic Lymphocytic Leukemia, Granulomatosis with Polyangiitis (Wegener’s Granulomatosis), and Microscopic Polyangiitis in 2020, and we launched RIABNI in January 2021.

 

 

The European Commission approved an expanded indication for the use of BLINCYTO in patients with Philadelphia chromosome positive B-precursor acute lymphoblastic leukemia, or ALL, that have failed treatment with at least two kinase inhibitors and have no alternative treatment options.

 

 

We presented first results from our Phase 1 clinical trials in our early oncology program for:

 

  -  

AMG 701 targeting BCMA (B-cell maturation antigen) for multiple myeloma; and

 

  -  

AMG 757 targeting DLL3 (delta-like ligand 3) for small cell lung cancer.

 

Inflammation:

 

 

For tezepelumab (a first-in-class investigational therapy that blocks the action of thymic stromal lymphopoietin (TSLP), an epithelial cytokine that plays a key role across the spectrum of asthma inflammation), the Phase 3 NAVIGATOR(2) study evaluating tezepelumab in adults and adolescents with severe, uncontrolled asthma showed positive results and met its primary endpoint with tezepelumab demonstrating a statistically significant and clinically meaningful reduction in the annualized asthma exacerbation rate (AAER) in a broad population of patients with severe asthma, including those with low levels of eosinophils, for which we have Breakthrough Therapy Designation in the U.S.

 

 

For Otezla, we received positive results from the Phase 3 ADVANCE study to treat adults with mild-to-moderate plaque psoriasis and, based on these study results, in February 2021, we submitted a supplemental NDA to the FDA for Otezla for this indication.

 

 

ABP 654 (biosimilar ustekinumab (STELARA®(3))) advanced into Phase 3 development.

 

 

(1) 

For information regarding our significant pipeline advancements, please refer to our Form 10-K for the year ended December 31, 2020.

(2) 

A multicenter, randomized, double-blind, placebo controlled, parallel group, Phase 3 study to evaluate the efficacy and safety of tezepelumab in adults and adolescents with severe uncontrolled asthma.

(3) 

Stelara is a registered trademarks of Janssen Biotech, Inc.

 

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Cardiovascular:

 

 

For Olpasiran (AMG 890), the FDA granted Fast Track designation for this lipoprotein(a) small interfering RNA currently in Phase 2 development for the treatment of atherosclerotic cardiovascular disease.

 

 

For Repatha, a supplemental Biologics License application was submitted to the FDA for the treatment of pediatric patients with heterozygous familial hypercholesterolemia.

 

 

Results from the Phase 3 trial of omecamtiv mecarbil(1) for heart failure with reduced ejection fraction met the primary composite efficacy endpoint and demonstrated a statistically significant effect to reduce cardiovascular death or heart failure deaths compared to placebo in patients with standard of care. However, no reduction in the secondary endpoint of cardiovascular death was observed. We subsequently elected to terminate our collaboration with Cytokinetics, Inc.(2) to allow us to focus our resources in our other promising research and development programs.

 

Bone Health:

We advanced our bone franchise in China, the second largest pharmaceutical market, with the launches of:

 

 

XGEVA as the first medicine in China for the prevention of skeletal-related events in patients with bone metastases from solid tumors and with multiple myeloma through our strategic collaboration with BeiGene discussed further below. In December 2020, XGEVA was included in the updated National Reimbursement Drug List by the China National Healthcare Securities Administration for the treatment of adults and skeletally mature adolescents with giant cell tumor of the bone that is unresectable or where surgical resection is likely to result in severe morbidity.

 

 

Prolia for the treatment of postmenopausal women with osteoporosis at high risk of fractures and included in the National Reimbursement Drug List for menopausal women with severe osteoporosis in December 2020.

 

Neurology:

For Aimovig, we submitted a marketing authorization application with the Japan Pharmaceuticals and Medical Devices Agency for the prevention of chronic and episodic migraine.

 

2020 product launches:

 

LOGO

KYPROLIS (our medicine for patients with relapsed or refractory multiple myeloma) was approved for use in combination with DARZALEX®(3) plus dexamethasone in second-line treatment by the FDA in August 2020.

Innovative Medicines

LOGO

We launched AVSOLA (biosimilar infliximab (Remicade®)) in the U.S. for the treatment of moderate-to-severe rheumatoid arthritis, Crohn’s Disease, and ulcerative colitis, as well as chronic severe plaque psoriasis, psoriatic arthritis, and ankylosing spondylitis.

Branded Biosimilars

3. We delivered on our annual priorities.

 

 

a. We successfully integrated our acquisition of Otezla and executed on our collaboration with BeiGene

 

 

LOGO

Since our acquisition of Otezla, the only oral, non-biologic treatment for moderate-to-severe psoriasis and psoriatic arthritis, in November 2019, we have efficiently and successfully integrated Otezla operations into our business in 2020. Our success in these integration activities in 2020 include:

Innovative Medicines

 

 

Transitioned and integrated Otezla into our business on an accelerated basis, realizing higher efficiencies and cost savings;

 

 

Added moderate-to-severe scalp psoriasis data to the U.S. label;

 

 

Received approval in the EU as the first and only medication to treat oral ulcers associated with Behçet’s Disease; and

 

 

Received positive clinical trial results for the treatment of adults with mild-to-moderate plaque psoriasis and, based on these study results, in February 2021, we submitted a supplemental NDA to the FDA for Otezla for this indication

 

LOGO

In 2020, we commenced our strategic collaboration with, and acquired an approximately 20% ownership stake in, BeiGene, a research-based, oncology-focused biotechnology company with an established, experienced team in China, to jointly develop a portion of our oncology pipeline. Our successful execution on our collaboration with BeiGene for 2020 includes:

Global Geographic Reach

 

 

We transitioned commercial and medical responsibilities and materials in China to BeiGene for XGEVA, BLINCYTO, and KYPROLIS and we transferred regulatory responsibility in China for our collaboration products.

 

 

XGEVA was added to the National Reimbursement Drug List in China.

 

 

We achieved product approvals in 2020 in China for BLINCYTO, for the treatment of adult patients with relapsed or refractory B-cell precursor ALL, and XGEVA (as discussed previously). Approval of KYPROLIS, for the treatment of multiple myeloma, is under review.

 

 

 

(1) 

Developed under a collaboration between Amgen and Cytokinetics, Inc., with funding and strategic support from Servier.

(2) 

Effective May 20, 2021.

(3) 

DARZALEX is a registered trademark of Janssen Biotech, Inc.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

b. We funded innovation through productivity.

 

Transforming Amgen for the Future

 

LOGO

We continued realizing the benefit of productivity initiatives. In 2020, as a result of our focus on productivity to support continued reinvestment opportunities, we achieved targeted productivity gross savings of approximately $304 million. Part of these savings have been reinvested into our research and development activities. The $304 million productivity saving achievement was measured by the difference between actual total operating expense versus original expenses budgeted, and excluded adjustments that are unrelated to productivity, including operating expense savings related to COVID-19. We expect savings from these productivity initiatives will enable us to free up and focus resources on those opportunities that can generate the most value for patients and for our business, such as increasing our investment in research and development.

 

We delivered on additional strategic priorities.

We also made significant progress in expanding our presence in Japan, the third largest pharmaceutical market, establishing a wholly-owned affiliate in Japan with the acquisition of Amgen Astellas BioPharma.

 

 

We now directly market three products, BLINCYTO, Repatha, and EVENITY, in Japan.

 

LOGO

Next-Generation Biomanufacturing

 

We have successfully operated our next-generation biomanufacturing facility in Singapore since its licensure in 2017. This

  

success, along with U.S. corporation tax incentives to invest in innovation and advanced technologies, led to our building a second such plant in the U.S. in Rhode Island. Next-generation biomanufacturing plants have a smaller manufacturing footprint and reduce environmental impact, including reducing consumption of water and energy and lower levels of carbon emissions. They also can be built in less time than traditional plants and have lower operating costs.

 

 

U.S. Next-Generation Biomanufacturing Facility. Our Rhode Island next-generation plant will be the first of its kind in the U.S.,

   

will employ our next-generation biomanufacturing capabilities, and is anticipated to create a substantial number of additional highly skilled manufacturing positions in the U.S. Upon approval by global regulatory authorities, this plant will expand our capacity to support our future expected product volume growth, while also delivering these environmental efficiencies.

 

Performance Under Our Long-Term Incentive Program

Our LTI compensation plan is tied directly to our stock performance and aligns with long-term value creation for our stockholders.

80% of our annual LTI equity award grants are performance-based, aligning compensation with long-term value creation for our stockholders. Performance units comprise 50% of our annual LTI equity award grants. The goal design and all measurement targets are established at the beginning of each three-year performance period and, for the 2018-2020 performance period, were earned based on our performance as measured against these pre-established annual targets for the equally weighted non-GAAP operating measures of earnings per share, or EPS, growth, operating margin, and operating expense in 2018, and EPS growth and return on invested capital, or ROIC, for 2019 and 2020, with a TSR modifier of +/-30 percentage points. At the end of the 2018-2020 performance period, our operating measure performance for each year of the performance period was averaged, resulting in a total operating measures score of 93.4% driven by our strong EPS growth across all three years, partially offset by the effect of the Otezla acquisition on ROIC for 2019 and 2020 as the cash required to acquire this valuable asset limited our performance under our ROIC calculation methodology.

Our TSR performance ranking (62.8th percentile) relative to the TSRs of the companies in the Standard & Poor’s 500 Index, or S&P 500, for the three-year performance period resulted in a TSR modifier for the 2018-2020 performance period of +15.4 percentage points for a payout of 108.8% of performance units granted. A detailed depiction of our performance under these operating measures and the resulting calculation is on the next page.

 

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

2018-2020 Performance Period Goal Design and Award Calculation

All operating measures and goals were established at the

beginning of the three-year performance period

2020 Operating Measures and Performance for the 2018-2020 Performance Period

 

   

Non-GAAP(1)

Operating

Measures

 

Minimum

(30%)

 

Low

(65%)

 

Target

(100%)

 

High

(135%)

 

Maximum

(170%)

 

2020 Actual

Performance


LOGO           

 

  EPS Growth  

($)

                                  130.4%
   

£$10.40

     

$11.65

     

$14.30

         

$16.95

       

³$18.20

 
                                     

($16.60 actual)

 

           
 

 

ROIC

(%)

                                  30.0%
   

£28%

     

30%

     

34%

     

38%

       

³40%

 
 

(27.1% actual)

 

                                               
           

 

   LOGO

 

 

80.2%

 

                               
 

2018-2020 Operating Measures Score

(Operating Measure Percentages 30 – 170% with linear
interpolation along the payout curve)

 

Operating Measure Percentages are Equally Weighted

for Each of the Three Years

         
Non-GAAP(1)
Operating
Measures
 

2018(2)

Performance

 

2019(2)

Performance

 

2020

Performance

  2018-2020
Average
Operating
Measures
Score

Operating

Margin (%)

Year 1

 

105.4%

(52.6%)

         

Operating

Expense
Year 1

(in billions)

 

30.0%

($11.89)

       

EPS

Growth ($)

Years 1, 2,

and 3

 

132.7%

($14.40)

 

131.8%

($14.82)

 

130.4%

($16.60)

ROIC (%)

Years 2 and 3

     

89.5%

(30.8%)

 

30.0%

(27.1%)

       
  89.4%   110.6%   80.2%   93.4%

 

 

2018-2020 S&P 500 Relative TSR(3) Modifier

 

 

Payout for Performance Relative to S&P 500 TSR Percentage

 

 

 

Amgen TSR ³ 75th percentile = 30% (Maximum)

 

                 

Amgen percentile ranking of 62.8th

percentile resulted in +15.4% score

 

Amgen TSR = 50th percentile LOGO = 0% (Target)

 

         

 

Amgen TSR £ 25th percentile = -30% (Minimum)

 

       
                     

 

LOGO

If Amgen’s TSR is less than 0, the relative TSR modifier can be no greater than 0% (target).

 

LOGO

NEOs 2018-2020 Non-GAAP(1) Operating Measures 2018-2020 Relative TSR Performance EPS Growth Operating Margin + Final Payout Multiplier 108.8% = Operating Expense ROIC 93.4% 15.4% 2018-2020 Performance Period Award Calculation EPS Growth2018 2019/2020

 

 

 

(1) 

The operating measures of the 2018-2020 performance units were based on non-GAAP financial results for 2018, 2019, and 2020, as reported and reconciled in Appendix B.

(2) 

Our targets for our 2018 and 2019 performance were disclosed under the 2018-2020 performance goals in our 2019 and 2020 proxy statement, respectively, filed with the Securities and Exchange Commission, or SEC, on April 8, 2019 and April 7, 2020, respectively.

(3) 

TSR Measurement Points = Average daily closing price of stock for the first 20 trading days beginning on the grant date and the last 20 trading days of the performance period.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Positive 2020 Say on Pay Vote Outcome and Engagement With Our Stockholders

 

 

In 2020, we received 93% stockholder support on our say on pay advisory vote. We have engaged consistently in broad, direct, governance-focused stockholder outreach since 2011. Consistent with prior years’ practices, since our 2020 annual meeting of stockholders, we have engaged in governance-focused outreach activities and discussions with stockholders comprising approximately 54% of our outstanding shares.

We will continue to solicit the perspectives of our investors. Among other topics, we invite dialogue with our stockholders regarding

compensation best practices and policy issues to help inform our compensation program review process.

In 2020, the predominant feedback from investors with respect to our compensation and governance practices was that they are satisfied with our compensation program and governance practices. This is reflected in our say on pay results and stockholder feedback, and will continue to engage with our stockholders to be sure we understand and address any concerns.

 

 

 

LOGO

Pre-Proxy Filing for Annual Meeting Compensation-related feedback reviewed by Compensation Committee Governance-related feedback reviewed by Governance Committee Insights from investors provided to the full Board Appropriate committees and Board (as necessary) evaluate potential changes in light of stockholder feedback Post-Annual Meeting Post-Proxy Filing for Annual Meeting Discuss vote outcomes Consider existing governance and compensation practices in light of feedback Targeted outreach to investors requesting follow-up on key issues Annual Meeting of Stockholders Executive compensation website available year-round that invites stockholders to provide feedback directly to the Compensation Committee www.amgen.com/executivecompensation Year-Round Stockholder Outreach and Engagement Board available to answer stockholder questions

Compensation Design Changes in Response to 2020 Stockholder Engagement

 

 

Although stockholders were supportive of our compensation practices, in the course of our engagement activities, we explored with certain stockholders additional recoupment mechanisms. In December 2020, after discussions of recoupment mechanisms, the Compensation Committee adopted an executive officer equity recoupment policy that provides the Compensation Committee with the ability to cause the forfeiture and cancellation of unvested equity awards and any unexercised portion of any stock options (granted after December 31, 2020) should an executive officer be terminated for engaging in misconduct that caused serious financial or reputational damage to the Company (including, but not limited to, a financial restatement). The adoption of the executive officer equity recoupment policy is in addition to our existing cash incentive award recoupment and clawback policies that are described further under “Compensation Policies and Practices—Recoupment” below

Additionally, for our 2021 annual cash incentive compensation plan, we added a two part ESG goal to our Company Goals. The first element of this goal focuses on development of activities across the Company in support of our 2027 environmental sustainability targets of carbon neutrality and reductions of water use and waste. The second element includes development of action plans across the Company to continue to strengthen and improve our focus on diversity, inclusion, and belonging. For additional discussion, please see “Elements of Compensation and Specific Compensation Decisions—Annual Cash Incentive Awards—2021 Company Performance Goals” below.

 

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Long-Term Incentive Equity Award Design in 2020

 

 

In December 2019 and March 2020, the Compensation Committee evaluated and established a performance award goal design for the 2020-2022 performance period (January 1, 2020 to December 31, 2022) with input from management and FW Cook, to take into account discussions with our stockholders, and to continue to drive operating performance and financial discipline. For the 2020-2022 performance period, the Compensation Committee retained the same performance award goal design as for the 2019-2021 performance period. The operating measures of non-GAAP EPS and ROIC remain weighted equally in each year (one-half per measure) and are measured against targets and goals pre-established for each year of the performance period at the beginning of the three-year performance period. The Compensation Committee selected non-GAAP EPS to measure delivery of value to stockholders, including, among other things, the effectiveness of our execution of our strategic priority of “Capital Allocation and Investing for Long Term Growth” over an appropriate

period. The Compensation Committee also retained the TSR modifier of +/-30 percentage points and the requirement that the TSR modifier cannot exceed target (100%) regardless of our relative TSR performance if our absolute TSR over the performance period is less than zero. This requirement ensures a greater tie to stockholders’ interests and investment experience in a challenging market. As noted above, after review of the effect of ROIC on prior performance periods, the Compensation Committee modified the calculation of non-GAAP ROIC for the 2020-2022 performance period to include cash in invested capital to better align with our strategic priority of “Innovative Medicines” (which contemplates pursuit of innovation both internally and externally) by removing potential disincentives for the use of cash in future acquisitions that could yield innovative medicines and drive stockholder value. A depiction of the 2020-2022 performance period goal design can be found in “Performance Award Goal Design for the 2020-2022 Performance Period—2020-2022 Performance Period Goal Design and Award Calculation.

 

 

(1) 

Reference to our website is not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Our 2020 Compensation Program Highlights and Objectives

 

 

 

Total Target Direct Compensation Focuses on “At Risk” Compensation

(91% for our CEO and 83% for our other NEOs)

 

 

LOGO

2020 Total Target Direct Compensation Mix Purpose LTI Equity Awards Provide a direct link to the creation of stockholder value and execution of our strategy. Align NEO's interests with stockholders. Foster long-term focus and retention. Annual Cash Incentive Awards Our Compensation Committee annually approves Company performance goals that are designed to focus and align all staff members on delivering on our financial performance and operational objectives to support our strategic priorities to drive the execution of our strategy in the near- and longer-term. NEO performance is measured against these pre-established Company performance goals. Motivate NEOs to meet or exceed our Company performance goals to drive performance and position us for longer-term success via our strategy. Base Salary Provides a degree of financial certainty that helps us retain talent. Recognizes competitive market conditions and/or rewards individual peformance through periodic increases. LTI Equity Award Allocation: 80% Performance Based 50% Performance Units Rights to earn shares of our Common Stock. Performance goals established at the beginning of each three-year period of the performance award program. Number of performance units earned is determined by our performance as measured against these pre-established performance goals at the end of the three-year performance period. No guarantee of any value realized from the grants; earned only if the specific performance goals are achieved over the performance period. 30% Stock Options Aligned with stockholder interests as they only have value if the Companys stock price increases after grant. 20% Restricted Stock Units Designed to encourage retention and long-term value creation. Vesting: Stock options and RSUs generally vest over four years in three approximately equal installments on the second, third, and fourth anniversaries of the grant date. The delay in the commencement of vesting further emphasizes the long-term performance focus of our LTI equity award program and enhances retention. The preceding pie charts are calculated using (i) the "Salary column from the "Summary Compensation Table" in our Executive Compensation Tables;(ii) the target annual cash incentive award in the "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – Target" column in the table in footnote 2 to the "Grants of Plan-Based Awards" table in our Executive Compensation Tables; and (iii) the grant date fair value of annual grants of performance units, RSUs and stock options in the "Grant Date Fair Value of Stock and Option Awards" column of the "Grants of Plan-Based Awards" table in our Executive Compensation Tables. 2020 Total Target Direct Compensation Mix Purpose LTI Equity Awards Provide a direct link to the creation of stockholder value and execution of our strategy. Align NEO's interests with stockholders. Foster long-term focus and retention. Annual Cash Incentive Awards Our Compensation Committee annually approves Company performance goals that are designed to focus and align all staff members on delivering on our financial performance and operational objectives to support our strategic priorities to drive the execution of our strategy in the near- and longer-term. NEO performance is measured against these pre-established Company performance goals. Motivate NEOs to meet or exceed our Company performance goals to drive performance and position us for longer-term success via our strategy. Base Salary Provides a degree of financial certainty that helps us retain talent. Recognizes competitive market conditions and/or rewards individual peformance through periodic increases. LTI Equity Award Allocation 50% Performance Units Rights to earn shares of our Common Stock. Performance goals established at the beginning of each three-year period of the performance award program. Number of performance units earned is determined by our performance as measured against these pre-established performance goals at the end of the three-year performance period. No guarantee of any value realized from the grants; earned only if the specific performance goals are achieved over the performance period. 30% Stock Options* Aligned with stockholder interests as they only have value if the Companys stock price increases after grant. 20% Restricted Stock Units* Designed to encourage retention and long-term value creation. * Vesting: Stock options and RSUs generally vest over four years in three approximately equal installments on the second, third, and fourth anniversaries of the grant date. The delay in the commencement of vesting further emphasizes the long-term performance focus of our LTI equity award program and enhances retention. The preceding pie charts are calculated using (i) the "Salary column from the "Summary Compensation Table" in our Executive Compensation Tables;(ii) the target annual cash incentive award in the "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – Target" column in the table in footnote 2 to the "Grants of Plan-Based Awards" table in our Executive Compensation Tables; and (iii) the grant date fair value of annual grants of performance units, RSUs and stock options in the "Grant Date Fair Value of Stock and Option Awards" column of the "Grants of Plan-Based Awards" table in our Executive Compensation Tables.

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

How Compensation Decisions Are Made For Our Named Executive Officers

 

 

 

LOGO

Management reviews the Companys compensation programs CEO evaluates performance of the other NEOs and recommends Senior Management compensation to the Compensation Committee Compensation Committee evaluates the CEOs performance within the context of the financial and operational performance of the Company FW Cook advises the Compensation Committee regarding the appropriateness of Amgens NEO compensation and compensation programs relative to market practice Compensation Committee reviews and approves all NEO compensation and compensation programs in which our NEOs participate and oversees succession planning for our Senior Management

  Roles and Responsibilities

 

 

Compensation Committee

Composed solely of independent directors and reports to the Board

 

 

 

 

   Evaluates the performance of our CEO within the context of the financial, operational, and stock price performance of the Company.

   Determines and approves compensation packages for our CEO, other NEOs, Executive Vice Presidents, Senior Vice Presidents, and Section 16 officers (collectively, “Senior Management”).

 

 

   Reviews and approves compensation programs in which our NEOs participate.

 

   Oversees the development and effective succession planning of our CEO and other members of Senior Management annually.

   Exercises the sole authority to select, retain, replace, and/or obtain advice from compensation consultants, legal counsel, and other outside advisors and assesses the independence of each such advisor, taking into consideration the factors set forth in the SEC rules and The NASDAQ Stock Market listing standards.

 

   Oversees the Board’s relationship with and response to stockholders on executive compensation matters and the Compensation Discussion and Analysis.

 

 

 

Consultant to the Compensation Committee

Frederic W. Cook & Co., Inc., Independent consultant retained directly by the Compensation Committee

 

 

 

 

   Regularly attends Compensation Committee meetings, including meeting in executive session with the Compensation Committee.

   Provides advice and studies on the appropriateness and competitiveness of our compensation program relative to market practice for our NEO compensation.

 

 

   Provides advice and studies on our equity programs.

 

   Provides advice on the selection of our peer group.

 

   Consults on executive compensation trends and developments.

   Consults and makes recommendations, when requested, on various compensation matters and compensation program designs and practices to support our business strategy and objectives.

 

 

   Coordinates and reviews the appropriateness of market data compiled by management.

 

   Works with management to assess the potential risks arising from our compensation policies and practices.

 

 

 

CEO

Assisted by the Executive Vice President, Human Resources and other Company staff members

 

 

   Conducts performance reviews of the other NEOs and makes recommendations to the Compensation Committee with respect to compensation of Senior Management other than himself.

 

 

   Provides recommendations on the development of and succession planning for the members of Senior Management other than himself.

 

Annual performance reviews for each staff member include an assessment of delivery of performance in alignment with our Amgen Values, a set of principles established in 1996 that guide the way we conduct business:

 

   

 

Amgen Values:

         
   

   Be science-based;

  

   Trust and respect each other;

    
   

   Compete intensely and win;

  

   Ensure quality;

    
   

   Create value for patients, staff, and stockholders;

  

   Work in teams; and

    
   

   Be ethical;

 

  

   Collaborate, communicate, and be accountable.

 

    
                     

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

Use of Independent Compensation Committee Consultant

To assist the Compensation Committee in its review and determination of executive compensation, the Compensation Committee retained and sought advice from FW Cook, an independent consultant. George B. Paulin, the Chairman of FW Cook, worked directly with the Compensation Committee in the roles and undertaking the responsibilities previously described in “How Compensation Decisions Are Made For Our Named Executive Officers” and, specifically for 2020, provided consultation regarding regulatory updates, selection of our peer group, consultation on market competitiveness for our LTI equity award practices, competitive practice for CEO compensation, and general market practices for NEO compensation.

During 2020, the Compensation Committee, as in past years, had responsibility for engaging FW Cook and directed the nature of the activity and interchange of data between FW Cook and management. In addition, the Governance and Nominating Committee engaged FW Cook to assist in its 2020 review of director compensation. For more information regarding the 2020 review of director compensation, see “Director Compensation—Changes to Director Compensation for 2021.” The Company did not engage FW Cook for any other services to the Company.

The Compensation Committee recognizes the unique demands of our industry, including its complex regulatory and reimbursement environment, and the challenges of running an enterprise focused on

the discovery, development, manufacture, and commercialization of innovative medicines to address serious illness. The Compensation Committee believes that these unique demands require executive talent that has significant industry experience as well as, for certain key functions, specific scientific expertise to oversee research and development activities and the complex manufacturing requirements for biologic products. Further, the Compensation Committee believes that these very particular skills and capabilities limit the pool of talent from which we can recruit and also cause our employees to be highly valued and sought after in our industry.

On an annual basis, FW Cook reviews our peer group with the Compensation Committee to determine whether the peer group remains appropriate. In July 2020, FW Cook recommended the continued use of the objective criteria previously established and to make no changes to the peer group except to remove Allergan plc and Celgene Corporation from our peer group following their acquisitions by AbbVie Inc. and Bristol-Myers Squibb Company, respectively, both of which are current members of our peer group. Based, in part, on these recommendations from FW Cook, as well as a review of the objective criteria, the Compensation Committee determined that this peer group, modified in response to these acquisitions, composed of 14 companies (nine of which are based in the U.S.) remains appropriate.

 

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

How We Establish Our Peer Group

 

    

2020 Peer Group Companies

Biotechnology and pharmaceutical companies with which we compete for executive talent.

    

Objective Criteria Considered

 

 

 

2020 Peer Group

(Companies in blue also list Amgen as a peer)  

 

   

 

   GICS codes of biotechnology (352010) and pharmaceuticals (352020);

 

   12-month average market capitalization between 0.25 and 4.0x that of Amgen’s average market capitalization for the same period(1);

 

   Trailing four-quarter revenues between 0.25 and 4.0x that of Amgen’s revenues(1);

 

   Non-U.S. peers limited to those commonly identified as a “peer of peers”;

 

   Competitors for executive talent;

 

   Companies of comparable scope and complexity;

 

   Competitors for equity investor capital;

 

   Companies that identify us as their direct peer; and

 

   Companies with similar pay practices.

 

 

•   AbbVie Inc.

 

   AstraZeneca plc

 

•   Biogen Inc.

 

•   Bristol-Myers Squibb Company

 

•   Eli Lilly and Company

 

•   Gilead Sciences, Inc.

 

•   GlaxoSmithKline plc

 

   Johnson & Johnson

 

•   Merck & Co., Inc.

 

•   Novartis AG

 

•   Pfizer Inc.

 

•   Regeneron Pharmaceuticals, Inc.

 

•   Roche Holding AG

 

   Sanofi S.A.

 

Removed effective July 2020:

 

•   Allergan plc

 

•   Celgene Corporation

 

(1)

For purposes of the 2020 peer group analyses:

 

      Market Capitalization(a)    Revenues(b)  

  Amgen

  

$125 billion

  

 

$24 billion

 

  Relative Peer Group Position

  

3rd Quartile (above median)

  

 

2nd quartile

 

 

  (a)

Represents the 12-month average market capitalization as of May 31, 2020.

 
  (b)

Represents revenues for the trailing four quarters ended March 31, 2020. Revenues for GlaxoSmithKline plc, Roche Holding AG, and Sanofi S.A. were converted into U.S. dollars using Standard & Poor’s Capital IQ.

 

 

Peer Group Data Sources

Our primary data sources for evaluating all elements of compensation for our CEO is data compiled by FW Cook from SEC filings of our peer group, including for the 25th, 50th, and 75th percentiles of the specific compensation elements paid to CEOs in our peer group. For our other NEOs, our primary data sources for evaluating all elements of compensation are the Willis Towers Watson Pharmaceutical Human Resources Association Executive Compensation Survey, or PHS Survey, which provides peer company data, augmented by the available data from proxy statements filed with the SEC for companies in our peer group. The Executive Vice President, Global Commercial Operations role is well-matched in the PHS Survey. However, this role is not consistently well-represented in the peer group proxy statements and, as a result, to reflect the scope and criticality of the role, is instead benchmarked to the second highest paid named executive officer in such filings. Further, as a result of our single business unit structure,

the Executive Vice President, Operations role is not well-matched in either the PHS Survey or the peer group proxy statements as this role at our Company oversees a significantly broader scope of responsibilities. Due to this lack of comparability, the compensation for the Executive Vice President, Operations is compared to that of our other Executive Vice President roles that are generally similar in size and scope. Based on this data (to the extent applicable), the Compensation Committee is presented with a comparison of each NEO on a position or pay rank basis with an analysis of each element of direct compensation for such NEO at the 50th and 75th percentile of the peer group. Because PHS Survey and proxy statement data is only available for the previous calendar year, consistent with generally accepted practice, base pay data is aged forward to the current year based on expected salary movement. Annual cash incentive award and LTI equity award market data are not adjusted for aging.

 

 

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Compensation Discussion and Analysis

 

 

 

 

 

 

The “Market Median,” as applicable, is determined for our CEO and our other NEOs based on the prior year’s compensation and is reviewed by the Compensation Committee to inform compensation decisions made in March of each year as follows:

 

 

 

Market Median

 

 

CEO (compiled by FW Cook)

 

  

 

Other NEOs

 

        

 

   50th percentile of each compensation element paid to CEOs in our peer group in the previous year from proxy statements.

  

 

   Average of the 50th percentile of each compensation element of our peer group from the PHS Survey and proxy statements in the previous year (with base pay data aged forward to the current year) modified for the Executive Vice President, Global Commercial Operations and Executive Vice President, Operations roles as described above.

 

    

 

 

 

 

 

Elements of Compensation and Specific Compensation Decisions

 

Described below are our three primary elements of executive compensation in order of magnitude: LTI equity awards; annual cash incentive awards; and base salaries.

 

Long-Term Incentive Equity Awards

Our compensation program aims to achieve the appropriate balance of compensation elements relative to the responsibilities of our staff members, with the result that the largest proportion of compensation for our CEO and the other NEOs is in the form of LTI equity awards that are risk-based and closely aligned with the creation of long-term stockholder value. For 2020, equity-based compensation represents 78% of our CEO’s target compensation and 67% of target compensation for our other NEOs, and 50% of annual equity awards are in the form of long-term performance units. In addition, while being mindful of stockholder dilution (see below), we also grant LTI equity awards each year to nearly all of our staff members worldwide to increase staff awareness of how our performance impacts stockholder value. We believe that our practice of granting equity-based compensation broadly has been a significant factor in advancing our strategic priorities by aligning all of our staff members’ (including our NEOs’) interests with those of our stockholders, rewarding execution of our strategy, fostering long-term focus, and enhancing retention.

We Continue to Exercise Discipline in the Grant of Long-Term Incentive Equity Awards—Monitoring Dilution and Annual Equity Usage

Our Compensation Committee balances the use of equity to align staff members with our stockholders while striving to limit stockholder dilution to that amount which investors would expect to experience with members of our peer group. Annually, LTI equity award grant guidelines are established for each Company job level targeting the 50th percentile of our peer group for levels for which equity data is broadly available, se