BRISTOL MYERS SQUIBB CO

We believe our pay programs, and particularly our executive incentive design, should reinforce our strategic priorities. For 2024, our executive pay programs remained focused on the company’s mission to discover, develop and deliver innovative medicines. While largely consistent with our 2023 program, we did make some changes to our 2024 incentive program to align to our priorities. In particular, (1) we changed our measure of revenue performance to Growth Portfolio Revenue, in both our annual and long-term incentive plans, to align to how we publicly report revenue performance during this period of revenue-renewal; (2) we changed our measure of profitability in our annual incentive plan from Earnings Per Share (EPS) to total company non-GAAP Operating Income; and (3) for our annual incentive plan, for our most senior executives, payouts were determined solely based on company performance without any modifications for individual performance.

The rationale for these changes is to incentivize our senior executives as one team – to deliver against our most important objectives. As noted above, we have identified three priority areas of execution to ensure our continued success as we navigate upcoming challenges, including the loss of exclusivity on multiple products. Growth Portfolio Revenue, which is included in both the annual and long-term incentive plans, is a measure of top line growth that creates a foundation for long-term sustainable growth and competitive superiority because it increases our focus on the strategic priority of revenue renewal from medicines where we have a competitive advantage. Non-GAAP Operating Income is a direct measure of profitability and ensures we are driving operational excellence and strategically allocating capital. And pipeline performance, as measured through annual goals for early research through late-stage development, ensures we will deliver on our near-term commercialization priorities while also having the pipeline and science to sustain our growth over the long-term. Together, these metrics help create the foundation for long-term, sustainable growth as we work to become one of the sector’s fastest growing companies by the end of the decade.

This Compensation Discussion and Analysis describes the actions taken by the Committee for our Named Executive Officers in 2024. In particular, the compensation program for 2024 was designed to provide the Committee with the tools and flexibility to appropriately incentivize, reward and retain our executives and align pay with company performance and our evolving strategic priorities.

1 An Investigational New Drug (IND) is a drug or biological drug that has not been approved for general use by the FDA.

Bristol Myers Squibb | 2025 Proxy Statement 46