AbbVie 2013 Annual Report Download - page 135

DIRECTOR COMPENSATION
AbbVie employees are not compensated for serving on the board or board committees. AbbVie’s
non-employee directors are compensated for their service under the AbbVie Non-Employee Directors’
Fee Plan and the AbbVie 2013 Incentive Stock Program.
The following table sets forth the non-employee directors’ 2013 compensation.
Change in
Pension Value
and
Fees Nonqualified
Earned or Deferred
Paid in Stock Option Compensation All Other
Cash Awards Awards Earnings Compensation Total
Name ($)(1) ($)(2) ($)(3) ($)(4) ($)(5) ($)
R. Alpern ................. $126,000 $112,960 $0 $535 $0 $239,495
R. Austin ................. 144,000 112,960 0 0 0 256,960
W. Burnside ............... 132,000 112,960 0 0 12,500 257,460
E. Liddy .................. 138,000 112,960 0 0 0 250,960
E. Rapp .................. 132,000 112,960 0 0 25,000 269,960
R. Roberts ................ 138,000 112,960 0 0 25,000 275,960
G. Tilton .................. 138,000 112,960 0 0 25,000 275,960
F. Waddell ................. 132,000 112,960 0 0 26,438 271,398
(1) Under the AbbVie Non-Employee Directors’ Fee Plan, non-employee directors earn $10,500 for
each month of service as a director and $1,000 for each month of service as a chair of a board
committee, other than the chair of the audit committee. The chair of the audit committee receives
$1,500 for each month of service as a chair of that committee and the other members of the audit
committee receive $500 for each month of service as a committee member.
Fees earned under the AbbVie Non-Employee Directors’ Fee Plan are paid in cash to the director,
paid in the form of vested non-qualified stock options (based on an independent appraisal of their
fair value), deferred (as an unfunded AbbVie obligation), or paid currently into an individual
grantor trust established by the director. The distribution of deferred fees and amounts held in a
director’s grantor trust generally commences at the later of when the director reaches age 65 or
upon retirement from the board of directors. The director may elect to have deferred fees and fees
deposited in a trust and credited to a stock equivalent account that earns the same return as if the
fees were invested in AbbVie stock or to a guaranteed interest account. If necessary, AbbVie
contributes funds to a director’s trust so that as of year-end the stock equivalent account balance
(net of taxes) is not less than seventy-five percent of the market value of the related AbbVie
common stock at year-end.
(2) The amounts in this column represent the aggregate grant date fair value of the awards in
accordance with Financial Accounting Standards Board ASC Topic 718. AbbVie determines the
grant date fair value of stock unit awards by multiplying the number of restricted stock units
granted by the average of the high and low market prices of one share of AbbVie common stock
on the award grant date.
In addition to the fees described in footnote (1), each non-employee director elected to or serving
on the board of directors at the annual stockholder meeting receives under the AbbVie 2013
Incentive Stock Program vested restricted stock units with a value of $113,000 (rounded down)
(effective as of the 2014 annual meeting, this will increase to $143,000 (rounded down)). In 2013,
this was 2,535 units. The non-employee directors receive cash payments equal to the dividends paid
on the shares covered by the units at the same rate as other stockholders. Upon termination or
retirement from the board, death, or a change in control of the company, a non-employee director
12