AbbVie 2014 Annual Report Download - page 151

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13NOV201221352027
IV. Other Matters
Stock Ownership Guidelines
AbbVie’s stock ownership guidelines are designed to further promote sustained stockholder return and to ensure
the company’s senior executives remain focused on both short- and long-term objectives. Each senior executive has five
years from the date of election or appointment to his or her position to achieve the ownership level associated with his
or her position. NEOs are not allowed to sell stock, except for tax withholding at vesting or exercise, if they do not
satisfy the minimum stock ownership requirement. The minimum stock ownership guidelines for the CEO and other NEOs
are as follows:
Richard A. Gonzalez 6x Base Salary Yes
Michael E. Severino 3x Base Salary Yes
Carlos Alban 3x Base Salary Yes
Laura J. Schumacher 3x Base Salary Yes
William J. Chase 3x Base Salary Yes
In addition, AbbVie’s non-employee directors are required to own AbbVie stock valued at four times (4x) the
annual fee for service as a director under the AbbVie Non-Employee Directors’ Fee Plan within five years of joining the
Board or as soon as practicable thereafter.
Clawback Policy
While the committee does not anticipate there would ever be circumstances where a restatement of earnings
upon which any incentive plan award decisions were based would occur, the committee, in evaluating such
circumstances, has broad discretion to take all actions necessary to protect the interests of stockholders up to and
including actions to recover such incentive awards.
Anti-Hedging and Anti-Pledging Policies
In 2013, AbbVie reiterated its position with respect to hedging and pledging transactions. The company
instituted a formal policy prohibiting directors and officers subject to Section 16 of the Exchange Act, including all of the
NEOs, from entering into 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. AbbVie also instituted a formal policy
prohibiting directors and officers subject to Section 16 of the Exchange Act, including all of the NEOs, from pledging
AbbVie common stock as collateral for a loan.
In addition, the AbbVie Incentive Stock Program provides that no long-term incentive award may be assigned,
alienated, sold or transferred other than by will or by the laws of descent and distribution or as permitted by the
compensation committee for estate planning purposes, and no award and no right under any award may be pledged,
alienated, attached or otherwise encumbered. All members of senior management, including the company’s NEOs and
certain other employees, are required to clear any transaction involving company stock with the General Counsel prior to
entering into such transaction.
2015 Proxy Statement 31
Executive Stock Ownership Requirement Requirement Met?
EXECUTIVE COMPENSATION