AbbVie 2013 Annual Report Download - page 149

Disability Benefit
In addition to AbbVie’s standard disability benefits, the named executive officers are eligible for a
monthly long-term disability benefit, which is described in greater detail in the section of this proxy
statement captioned ‘‘Potential Payments upon Termination or Change in Control.’’
Stock Ownership Guidelines and Anti-Hedging and Anti-Pledging Policies
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 the position. The minimum stock ownership guidelines are
AbbVie stock valued at six times base salary for the Chairman and Chief Executive Officer and three
times base salary for Executive and Senior Vice Presidents. AbbVie directors are required to own
AbbVie stock valued at four times 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.
As provided in the Incentive Stock Program, no award may be assigned, alienated, sold or
transferred other than by will or by the laws of descent and distribution, pursuant to a qualified
domestic relations order or as permitted by the 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 named executive officers and certain other
employees, are required to clear any transaction involving company stock with the General Counsel
prior to entering into such transaction.
In 2013, AbbVie reiterated its position with respect to such transactions, instituting a formal policy
prohibiting directors and officers subject to Section 16 of the Exchange Act, including all of the named
executive officers, 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 named executive officers, from pledging AbbVie common stock as
collateral for a loan.
Compensation Committee Report
The compensation committee of the board of directors is primarily responsible for reviewing,
approving and overseeing AbbVie’s compensation plans and practices, and works with management and
the Committee’s independent compensation consultant to establish AbbVie’s executive compensation
philosophy and programs. The Committee reviewed and discussed the Compensation Discussion and
Analysis with management and recommended to the board of directors that the Compensation
Discussion and Analysis be included in this proxy statement.
Compensation Committee
E. Liddy, Chairman, R. Austin, G. Tilton, and F. Waddell
Compensation Risk Assessment
During 2013, AbbVie conducted a risk assessment of its compensation policies and practices,
including those related to its executive compensation programs for its named executive officers.
AbbVie’s risk assessment included a qualitative and quantitative analysis of its executive compensation
and benefit programs. AbbVie also considered how these programs compare, from a design perspective,
to programs maintained by other companies. Based on this assessment, AbbVie determined that its
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