Board Justification

We believe that a well-designed compensation program should: Align executive interests with the drivers of stockholder returns and profitable growth Support achievement of the company’s primary business goals to have a remarkable impact on patients’ lives Attract and retain world-class executives whose talents and contributions sustain the growth in long-term stockholder value

Board Justification

The compensation reported in this column for 2024 was earned as a performance-based incentive award pursuant to the AbbVie Performance Incentive Plan. Additional information regarding the plan can be found in the “Compensation Plan Elements” section of this proxy statement.

Board Justification

Earnings for Non-Qualified Defined Benefit and Non-Qualified Defined Contribution Plans: $143,399; Employer Contributions to Defined Contribution Plans: $80,370; Other 2024 Compensation: The totals shown in the table include the cost of providing a corporate automobile less the amount reimbursed by the NEO: $26,818; The totals shown in the table include a financial planning services allowance for each NEO: $10,000; The totals shown in the table include the following costs for non-business-related air travel and services less the amount reimbursed by the NEO: $211,248; The totals shown in the table also include (a) for Mr. Michael, the cost of providing security services for personal travel (including lodging, meals, transportation and incidentals for the security employee), and (b) for all NEOs, the cost of seasonal gifts.

Board Justification

These are performance shares that remained outstanding and unvested on December 31, 2024, from an award made on February 17, 2022. The award has the potential to vest at 0% to 250% of target after a 3-year performance period based on company performance in earnings per share (EPS) and relative total stockholder return (TSR). TSR performance is measured relative to a group made up of companies that are constituents in either the S&P Pharmaceutical, Biotech, and Life Science Index or the NYSE Arca Pharmaceutical Index. Dividends accrue during the performance period and are paid at vesting only to the extent that shares are earned. In 2022, AbbVie’s EPS performance resulted in the banking of the award at 130% of target, with vesting to be determined based on the company’s relative TSR performance during the 3-year performance period that ends December 31, 2024. In 2024, AbbVie’s 3-year relative TSR performance resulted in a final vesting on February 28, 2025 of the award at 162.5% of target.