AMGN » Topics » Compensation and Management Development Committee

This excerpt taken from the AMGN DEF 14A filed Mar 26, 2009.

Compensation and Management Development Committee

The Compensation Committee is comprised solely of independent directors and reports to the Board of Directors. Under its charter, pursuant to the powers delegated by the Board, the Compensation Committee has the sole authority to determine and approve compensation packages for our CEO and each of our other Named Executive Officers. The Compensation Committee also oversees the Company’s benefit and incentive plans and reviews and approves all broad-based and executive programs in which our Named Executive Officers participate.

 

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This excerpt taken from the AMGN DEF 14A filed Apr 1, 2008.

Compensation and Management Development Committee

The Compensation Committee is comprised solely of independent directors and reports to the Board of Directors. Under its charter, pursuant to the powers delegated by the Board, the Committee has the sole authority to determine and approve compensation packages for our CEO and each of the other Named Executive Officers. In exercising this authority, the Committee evaluates the performance of the CEO within the context of the overall performance of the Company. This evaluation is based in part on their review of an assessment done by the CEO, considered in conjunction with independent information provided to the Compensation Committee by the Senior Vice President, Human Resources. This information includes a summary of the Company’s performance compared to annual measures, a listing of accomplishments in addition to the areas covered by these measures, a listing and analysis of challenges or issues encountered during the year and feedback regarding the CEO’s performance from his direct reports, resulting from the Senior Vice President, Human Resources’ interviews of such direct reports. The Compensation Committee also reviews and discusses the CEO’s assessment of the performance of our other Named Executive Officers.

The Committee also oversees the Company’s benefit and incentive plans and reviews and approves all broad-based and executive programs in which Named Executive Officers participate.

 

 

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This excerpt taken from the AMGN DEF 14A filed Mar 22, 2007.

Compensation and Management Development Committee

The Compensation and Management Development Committee, or Compensation Committee, met six times in 2006. Mr. Choate serves as Chairman and Mr. Gluck, Adm. Reason and Mr. Schaeffer serve as members of the Compensation Committee, each of whom has been determined by the Board to be independent under the listing standards of NASDAQ.

The Compensation Committee is responsible for assisting our Board in fulfilling its fiduciary duties with respect to the oversight of the Company’s compensation plans, policies and programs, including assessing our overall compensation structure, reviewing all executive compensation programs, incentive compensation plans

 


(1) This website is not intended to function as a hyperlink, and the information contained on the Company’s website is not intended to be part of this Proxy Statement.

 

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and equity-based plans, overseeing succession planning for senior management and determining executive compensation. The Governance and Nominating Committee is responsible for evaluating and making recommendations to our Board regarding director compensation.

The processes and procedures of the Compensation Committee for considering and determining compensation for our executive officers are as follows:

 

   

Compensation for our executive officers, including the Named Executive Officers, is generally determined annually in March.

 

   

With respect to our Chief Executive Officer, or CEO, during the first calendar quarter of each year, the Compensation Committee reviews and approves individual and corporate goals and objectives for the current year, evaluates his performance in light of the goals and objectives established for the prior year, considers competitive market data and establishes his compensation based on this evaluation. The values of each component of total direct compensation (base salary, target annual cash incentive and equity awards) for the current year, as well as total annual compensation for the prior year (including 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. As part of the evaluation process, the Compensation Committee Chairman solicits comments from other Board members. 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.

 

   

Our Compensation Committee determines compensation for the other executive officers based on the recommendations of our CEO following an annual performance review by our CEO with each of the other executive officers, all of whom report directly to our CEO. The Compensation Committee has typically followed these recommendations. During the performance reviews, the other executive officers have an opportunity to provide input regarding their contributions to the Company’s success for the period being assessed. As with CEO compensation, the Compensation Committee also considers competitive market data in making final determinations regarding the compensation of the other executive officers.

 

   

In setting executive compensation, the Compensation Committee first selects an appropriate peer group, then compares our executive compensation practices to the practices of the peer group. Peer group benchmarking data regarding the amount and form of executive compensation is obtained annually for this purpose from the Pharmaceutical Human Resources Association Executive Database, which is maintained by Towers Perrin, an independent compensation consulting firm.

 

   

During 2006, no compensation consultants were engaged by us or the Compensation Committee to provide advice regarding director or executive compensation.

 

   

The Compensation Committee has authority to delegate any of the functions described above to a subcommittee of its members. No delegation of this authority was made in 2006.

 

   

The Compensation Committee holds executive sessions (with no members of management present) at each of its meetings.

"Compensation and Management Development Committee" elsewhere:

Bristol-Myers Squibb Company (BMY)
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