AbbVie Inc. ABBV

50% shingled-prose overlap between the two filings.

2025: 51,288 chars · 2026: 49,066 chars

• Committee Report:79% overlap (2,377 → 2,311 chars)
• Pay Ratio (Item 402(u)):59% overlap (2,230 → 2,184 chars)
• Say-on-Pay proposal:100% overlap (1,844 → 1,844 chars)

• newMICHAELChairman of the Board and Chief Executive OfficerSCOTT T.
• changedSTEWARTExecutive Vice President, Chief Commercial OfficerAZITA SALEKI-GERHARDTExecutive Vice President, Chief Operations OfficerROOPAL B. OfficerTIMOTHYJ.
• newTHAKKARExecutive Vice President, Research & Development and Chief Scientific Officer
• new​​​EXECUTIVE SUMMARY32 ​ ​ ​COMPENSATION PLAN ELEMENTS39Compensation Philosophy32​Base Salary39Business Performance Highlights33​Short-Term Incentives and 2025 Results39Stockholder Engagement35​Long-Term Incentives and 2025 Results43Compensation Program Governance Summary36​Benefits45Components of our Executive Compensation Program37​Employment Agreements46​​​Change in Control Agreements46​​​Excise Tax Gross-Ups47​​​​​EXECUTIVE COMPENSATION PROCESS37​OTHER MATTERS47Commitment to Performance-Based Awards37​Stock Ownership Guidelines47Committee Process for Setting Total Compensation38​Clawback Policy47Compensation Benchmarking38​Anti-Hedging and Anti-Pledging Policies47Role of the Compensation Consultant38​Insider Trading Policy48Compensation Risk Oversight39​​​​​​​​​​​​​
• changed​​​​WHAT WE DO​​WHAT WE DO NOT DO​​​​​​​​✓We balance short- and long-term strategic objectives and directly link compensation to stockholder value.✓We tie more than three-fourths of our NEO compensation to performance.✓We are committed to pay equity and we regularly review conductpay equityanalysesannuallyto ensure our pay is fair equitableacrossgendersand equitable.✓We ethnicitiesamongU.S.employees.✓Wehave broad discretion to clawback incentive awards in the event of a material breach of the AbbVie Code of Business Conduct, as well as a robust mandatory clawback policy covering excess compensation in the event of a restatement.✓We engage annually with a large portion of our stockholders to gather feedback on our policies and practices.✓We have robust stock ownership guidelines and prohibit the selling of shares unless ownership guidelines have been met.​​XWe do not have employment agreements with any of our NEOs.XWe do not provide tax gross-ups on NEO compensation or excise tax gross-ups on severance or other payments in connection with a change in control.XNEOs are prohibited from entering or engaging in the purchase or sale of financial instruments that are designed to hedge or offset any decrease in the market value of AbbVie equity securities they hold.XWe do not include pay design features that may have the potential to encourage excessive risk-taking.XWe do not pay dividends on unearned performance awards.XWe do not have single trigger change in control equity vesting or other benefits.​
• new32 | 2026 Proxy Statement
• changedAdvanced our strategy through outstanding operational execution and investments in innovation during 2025 2024
• new​​​​​​​Total Net Revenues ​ ​Growth Platform Net Revenues ​ ​Operating Cash Flow$61.2BN​​$56.6BN​​$19.0BN+8.5% operational growth compared to 2024*​​+19.6% compared to 2024**​​in 2025​​​​​​​​​​​​​​Blockbuster Products​​Adjusted R&D Investment​​Development Pipeline12​​$13.8BN​​~90assets with 2025 net revenues > $1.0BN​​a substantial increase compared to 2024*​​ active clinical and device programs***
• changedThe measures set forth in this table were calculated as of 12/31/2025. 12/31/2024.
• changed*Reflects *Reflectsa non-GAAP measure and is adjusted for certain items, which are reconciled in Appendix B.
• changed**Growth **GrowthPlatform reflects total net revenues less Humira net revenues.
• changed***Compounds, ***Compounds,devices or indications in development individually or under collaboration or license agreements.
• changed●Total net revenues of $61.2 $56.3billion, driven by strong performance from our Growth Platform, exceeded their previous peak reflectedareturntotop-linegrowthin just the second firstfull year following the U.S. Humira loss of exclusivity (LOE).
• changedoKey asset performance drove Growth Platform net revenues of $56.6 $47.3billion, an increase of 19.6% 18.6%compared to 2024. 2023.
• changedoAbbVie’s Growth Platform comprised 93% 84%of total net revenues in 2025, 2024,with at least double-digit sales growth for nine sixkey assets, including growth of nearly over50% for Skyrizi and 40% for Rinvoq.
• changed●Reported diluted EPS of $2.36 $2.39on a GAAP basis and adjusted diluted EPS of $10.00. $10.12.
• changed●Generated operating cash flow of $19.0 $18.8billion.
• new●Achieved several significant regulatory approvals, including Rinvoq for the treatment of adults with giant cell arteritis (GCA); Epkinly in combination with rituximab and lenalidomide for the second line treatment of adults with follicular lymphoma (FL); and Emrelis for adults with previously treated advanced non-small cell lung cancer (NSCLC).
• new●Submitted regulatory applications in key development programs, including tavapadon for the treatment of Parkinson’s disease (PD); trenibotulinumtoxinE for the treatment of moderate to severe glabellar lines; pivekimab sunirine for the treatment of blastic plasmacytoid dendritic cell neoplasm (BPDCN); and Aquipta for the acute treatment of adults with migraine across Europe.
• new●Generated positive late-stage data across key assets, including Rinvoq in adult and adolescent patients with severe alopecia areata (AA); Rinvoq in adult and adolescent patients with non-segmental vitiligo (NSV); and Qulipta compared to topiramate for the preventive treatment of migraine in adult patients.
• changed●Strengthened our pipeline with business development, including execution of approximately fifteen collaborations, licensing agreements, or other asset acquisitions. twenty
• newThese transactions, combined with the company’s commitment to invest in research and development, position AbbVie for continued long-term success.
• changed​​​​​​​​​​​​​Market Capitalization​​​Quarterly Dividend​​​Total Stockholder Return+$309BN​​+204%​​+485%10-year Return+$210BN​​+235%​​+311%10-yearincrease, adding significant stockholder value​​raised to $1.73 $1.64per share from $0.57 $0.49per share over the last decade​​over the last decade​​​​​​​The measures set forth in this table were calculated as of 12/31/2025 12/31/2024versus 12/31/2015. 12/31/2014.
• changedAbbVie has a track record of robust total stockholder returns, with strong performance relative to peers. returns.
• changedOver the last decade, AbbVie’s TSR ranksinthetoptierofitsnamedpeersandsurpasses the cumulative total returns of the Standard & Poor’s 500 Index and the NYSE Arca Pharmaceutical Index, as shown in the chart tablesbelow.
• new​​​​​1-Year3-Year5-Year10-Year​​​​​+33%+58%+159%+485%​​​
• changedAbbVie’s Relative TSR PerformanceVersus Peer Group (Multi-Year)​​Versus Select Indices (10-Year)2025​​​​​​​​​​​​​​6th (10-Year)2024​​​​​​​​​​​​​​2ndplace out of 10​​​​​3 Years​​​​​​​​​​​​​​4th Years​​​​​​​​​​​​​​2ndplace out of 10​​​​​5 Years​​​​​​​​​​​​​​2nd place out of 10​​​​​10 Years​​​​​​​​​​​​​​2nd place out of 10​​
• changedAbbVie’s peer group above includes: Amgen, Inc; Bristol-Myers Squibb Company; Eli Lilly and Company; Gilead Sciences, Inc.; GlaxoSmithKline plc; Johnson & Johnson; Merck & Company, Inc; Novartis AG; and Pfizer Inc. TSR measured as of 12/31/25. 12/31/24.
• changed34 | 2026 2025Proxy Statement
• changedOver the last decade, AbbVie has delivered a total stockholder return of 485%, 311%,which places AbbVie in the top tier of its Health Care Peers and surpasses the cumulative total returns of the Standard & Poor’s 500 Index and the NYSE Arca Pharmaceutical Index.
• changedThe following graph covers the period from December 31, 2015 2014through December 31, 2025. 2024.
• changedThis graph assumes $100 was invested in AbbVie common stock and each index on December 31, 2015 2014and also assumes the reinvestment of dividends.
• changed2025 2024Say on Pay Results
• changed​​​​At our 2025 2024Annual Meeting, the say on pay proposal received support from 93.1% 91.8%of our stockholders.
• changedThe Board and compensation committee are encouraged by the continued, consistent stockholder support for our executive compensation program.93.1%Say program.91.8%Sayon Pay Results​​​​
• changedTo that end, in 2025 2024AbbVie reached out to stockholders representing over 45% of the company’s outstanding shares.
• changed​●●●​​Good Governance Practices​Balanced Incentive Plan Design ✓Annual incentive plan includes financial, operational, and strategic metrics to assess performance✓Annual incentive payout matrix used to define and cap the range for the committee’s determinations (at or below the plan maximum of 200% of target)✓Long-term targetwitha2024payoutmatrixcapof190%)✓Long-termincentive design emphasizing multiple, relative performance metrics and multi-year performance periods✓No duplication of performance metrics in short- and long-term incentives​Pay Equity and Sustainability✓Commitment to pay equity and regular review of annualpay equityanalysesto ensure pay is fair equitableacrossgendersand equitable✓Incorporation ethnicitiesamongU.S.employees✓Incorporationof ESG into the strategic/leadership goals within the annual incentive plan​Strong Governance Practices✓Mandatory clawback of excess compensation in the event of a restatement, plus broad discretion to clawback compensation in the event of a material breach of the AbbVie Code of Business Conduct✓Anti-hedging and anti-pledging policies✓Annual comprehensive compensation program risk review ✓Independent compensation consultant that performs no other work for the company ​Pay for Performance and Stockholder Alignment✓Short- and long-term incentive programs closely align with performance✓Majority of NEO compensation tied to long-term performance✓Proactive stockholder engagement process​Robust Stock Ownership Requirements✓6x salary for the CEO andExecutiveChairmanand 3x salary for NEOs✓5x annual fees for non-employee directors✓NEOs must hold and not sell equity until the minimum stock ownership requirement is satisfied ​Responsible Pay Practices✓No single trigger vesting of equity or other benefits in the event of a change in control✓No repricing of stock options without express stockholder approval✓No tax gross-ups in executive compensation program✓No employment contracts✓No guaranteed short-term incentives or equity awards✓No dividends paid on unearned performance awards
• changed36 | 2026 2025Proxy Statement
• changedImportantly, both the targets goalsand the financial performance results are presented on a consistent non-GAAP basis.
• changedA discussion of the decision-making criteria for each pay component is below in the section captioned “Compensation Plan Elements.” follows.
• changed38 | 2026 2025Proxy Statement
• changedThe committee, in collaboration with its independent compensation consultant, identified no material risks in AbbVie’s compensation programs in 2025. 2024.
• changedSHORT-TERM INCENTIVES AND 2025 2024RESULTS
• changedIllustration of 2025 2024Incentive Calculation
• changed​TargetAward​xPerformanceScore=PreliminaryAward→Final CommitteeDecision=FinalAward​​​​​​​​​Plan Governance:​​Maximum100% of Targetper plan design​​2025 design​​2024Performance results:Capped at plan maximum of 200% 190%of Target per payout matrix matrix(planmaximumis200%)
• changed​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Financial ​​​​​​​​​​​​​​​​​FinancialGoals​​Strategic and Leadership Goals​​​​Platform Revenue,​​​​​​​​​​​​Income​Operating Margin,​​​​​​​​​​​​Before​and Return on​​R&D/​Business​​​​​​ ​ ​ ​Taxes​Assets(1)​​Innovation​Development​ESG​Other​Robert Taxes​Assets(1)​​Innovation​Development​ESG​Other​RobertA.
• newMichael​20%60%​​​10%10%​​Scott T.
• newStewart​20%50%​​​​​10%20%Azita Saleki-Gerhardt​20%10%​10%​​10%50%Roopal B.
• newThakkar​10%10%​50%20%10%​​
• new​​​​​​​​​​​​​​​​​​​​​​​2025 Target vs.​​​​2025 Actual vs.​Goal(1) ​ ​2024 Actual ​ ​2025 Target ​ ​2024 Actual ​ ​2025 Actual ​ ​2025 Target​A.
• newPlatform Revenue(2)​$47.3 BN(2) ​$53.7 BN​114%$56.3 BN(2) ​105%B.
• newNon-GAAP Income Before Taxes​$24.6 BN(3) ​$25.7 BN​104%$26.9 BN(3) ​105%C.
• newAdjusted Return on Assets(4)​ 22.2% (4) 24.0% 108% 24.8% (4)103%D.
• newNon‑GAAP Operating Margin​$26.2 BN(3) ​$27.9 BN​106%$29.0 BN(3) ​104%
• changed(2)Platform Revenue is a non-GAAP metric comprised of net revenues less totalHumira net revenues salesand adjusted for foreign exchange, as described outlinedin Appendix B.
• changedThe committee retained for 2025 2024the use of Platform Revenue, first introduced as a performance metric within the PIP in 2022, to reinforce management’s focus on growth opportunities to offset anticipated revenue decline associated with U.S. Humira loss of exclusivity (LOE).
• changed40 | 2026 2025Proxy Statement
• new(4)Adjusted Return on Assets is a non-GAAP metric which is equal to the quotient of (i) adjusted net earnings, as described in Appendix B, plus interest expense (as reported), net of tax, divided by (ii) average adjusted net assets.
• newAverage adjusted net assets is equal to the average of the following over the 2024 and 2025 fiscal years: total assets, less total current liabilities, plus short-term borrowings and the current portion of long-term debt and finance lease obligations, in each case, as reported on the company’s balance sheet.
• changedIn 2025, 2024,specified adjustments included intangible asset amortization, intangible asset impairment, acquisition and integration-related costs, IPR&D and milestones expense, change in fair value of contingent consideration, impactsrelatedtothesettlementofincometaxexaminationsandchangesinincometaxreserves,and other items, as described in Appendix B.
• changedEach NEO achieved or exceeded their 2025 2024strategic and leadership goals, which are listed below:
• changed●Azita Saleki-Gerhardt: Successfully drive operations optimization and milestones through AI and advanced technology; milestones;execute on objectives including product launches and financial goals; achieve integration objectives from manufacturing investment; and support research and development initiatives per company strategy.
• new●Roopal B.
• newThakkar: Advance innovative therapies by achieving key research and development milestones per company strategy; continue to progress and achieve proprietary pipeline enhancement objectives; and ensure timely regulatory submissions for key compounds and indications.
• newIn 2025, our NEOs continued to take a formal goal aligned to protecting AbbVie’s reputation and supporting business sustainability across a range of environmental, social, and governance (ESG) topics aligned to our long-term company strategy.
• changedAbbVie’s senior executives have different areas of focus when it comes to driving the company’s ESG framework. framework,andtogether,theexecutives’ESGaccomplishmentsunderthisgoalcoverallofAbbVie’smaterialESGdrivers.
• changedExample achievements under the ESG goal category in 2025 2024by AbbVie’s senior executives included: included,forexample:
• new●Successfully executed mandatory reporting preparedness, establishing cross-enterprise governance to ensure readiness.
• new●AbbVie’s three-year ESG Strategy was approved by our cross-enterprise ESG Council.
• new●Improved ESG-related rankings by third parties, including MSCI and Sustainalytics.
• changedAs part of this ESG goal category, all senior leaders, including the NEOs, continued to take a goal aligned to furthering AbbVie’s commitment to embracing diversity and inclusion, one of executingthe five foundational AbbVie Principles. equity,equality,diversity,andinclusion(EEDI)strategy.
• newWe believe that innovation comes from people with differing perspectives working together on inclusive teams.
• changedOur strategies include EEDIstrategyincludesspecific priority areas to ensure AbbVie fosters a culture that is inclusive and innovative – in service of our people, patients, and business.
• changed2025 2024progress on this strategy includes:
• newOur ongoing work amplifies culture with inclusion and belonging for all.
• newAs a world-class employer, we continue to support the development of our leaders, employees and teams, providing all with the opportunity to grow and succeed, and we cast a wide net to attract the most qualified talent.
• newIn 2025, we continued to progress accessibility for current and future employees – with the launch of a cross-functional, multi-year strategy and taskforce.
• newWe designed and delivered offerings to build inclusive leadership for all people leaders, while also creating the space for dialogue around inclusive team dynamics.
• newIn 2025, we introduced Collective Uniqueness, an opt-in global program dedicated to strengthening teams with inclusion for all, with 6,500 people leaders and their teams participating.
• newWe continue to support our global Employee Resource Groups, which are open to all employees and reflect our belief that inclusion benefits everyone and drives high performance.

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