BRISTOL MYERS SQUIBB CO

Highlights of 2025 Compensation Program

Our compensation program has been designed and reviewed by our CMDC with the goal of full alignment to our current, long-term strategic priorities: focusing on transformational medicines where we have a competitive advantage, driving operational excellence, and strategically allocating capital for long-term growth and shareholder returns.

For the 2025 annual incentive plan metrics, 30% was based on achieving non-GAAP Operating Income, and 35% was based on achieving Growth Portfolio Revenue, excluding foreign exchange impact, together accounting for a total of 65% of the annual incentive plan. Additionally, 25% was based on our pipeline progression and, for senior executives, the remaining 10% was based on performance against our SSI Scorecard. The annual incentive plan continued to exclude individual performance from the calculation of our Named Executive Officers’ and senior executives’ payouts to reinforce the necessity for our senior leaders to work together as a team on the achievement of our most critical priorities, which are represented by our company performance goals.

Additionally, for the 2025 performance share unit awards, measured from 2025-2027, the revenue and earnings metrics were based on three-year total company cumulative non-GAAP Operating Income (25%), which was new for 2025, and three-year cumulative Growth Portfolio Revenue (40%). The remaining 35%, consistent with prior years, was based on relative Total Shareholder Return (“TSR”). In 2025, PSU awards were only granted to our most senior executive officers.

MSU awards granted in 2025 continue to be measured using our Total Return (i.e., share price growth and the value of accumulated dividends over the performance period) over a three-year period from March 2025 to March 2028, with the entire award vesting at the end of the three-year period.

We included non-GAAP Operating Income and Growth Portfolio Revenue metrics in our short- and long-term incentive plans because we believe these directly measure the execution of our strategic priorities. Total company non-GAAP Operating Income is a critical measure of profitability and ensures we are driving operational excellence and strategically allocating capital. Growth Portfolio Revenue 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. Through our shareholder engagement, we received positive feedback regarding the use of the same financial metrics, measured over different time periods, in both the short- and long-term incentive plans, with many sharing our view that leveraging these metrics best aligns with achievement against the company's short- and long-term objectives. Moreover, we believe that the differentiation in performance periods for non-GAAP Operating Income and Growth Portfolio Revenue between the annual incentive plan (i.e., a one-year period) and the long-term incentive plan (i.e., a cumulative three-year period with goals aligning to the Board-approved three-year operating plan) provides a risk-optimized balance between incentivizing short- and long-term performance without rewarding executives for the same achievement under both plans.

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Compensation Discussion and Analysis

Together, the 2025 compensation program supports execution of the company’s strategic priorities while driving sustainable long-term value.

2025 Design Supports Revenue Renewal and Execution of Our Core Strategy:

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Compensation Discussion and Analysis

Executive Compensation Philosophy and Principles

At Bristol Myers Squibb, the cornerstone of our compensation philosophy and program structure is aligning pay to the achievement of both our short-term and long-term goals, engagement of our employees, the achievement of our mission and the delivery of value to our shareholders.

Each year, when evaluating performance of our company and most senior executives and making pay decisions, the Committee considers our compensation philosophy and program structure, which underscores competitive compensation and pay for performance, with the goal of striking the appropriate balance among (i) directly aligning executives’ compensation with the fulfillment of our mission and the delivery of shareholder value, (ii) making a substantial portion of our executives’ compensation variable and at risk based on operational, financial, strategic and share price performance, and (iii) attracting, retaining, and engaging executives who are capable of leading our business in a highly competitive, complex, and dynamic business environment. In addition, the Committee considers the information and recommendations it receives and may exercise discretion in modifying any recommended adjustments or awards to executives based on considerations it deems appropriate.

After reviewing our financial, operational, strategic, and share price performance, the Committee determined that the compensation of our most senior executives under the program design continues to be appropriate.

In 2025, the Committee reviewed how all the elements of our compensation program design worked together, focusing on the balance between short-term and long-term compensation and performance, top-line and bottom-line results, absolute and relative factors, and internal and market-based performance metrics. In evaluating 2025 performance, the Committee determined that the compensation of our executives appropriately reflects:•our financial and operational results;•the execution and advancement of the company’s long-term strategy in 2025;•the Committee’s holistic assessment of the performance of our most senior executives in working together towards the achievement of our most critical company priorities; •the execution of key regulatory milestones to renew our portfolio; and•the achievement of our key SSI initiatives.We believe that the link between our compensation program design and the execution of our strategy will continue to create sustainable long-term value for shareholders.

Our Executive Compensation Philosophy Focuses on Two Core Elements:

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Compensation Discussion and Analysis

Based on this philosophy, our compensation program is designed with the following principles in mind:

•to pay our employees equitably based on the work they do, the capabilities and experience they possess, and the performance and values they demonstrate (including BMS Values);

•to motivate our executives and our employees to deliver high performance with the highest integrity; and

•to implement best practices in compensation governance, including risk management and promotion of effective corporate policies.

Incorporating Company Values in Performance Assessments

The Committee evaluates our executive officers’ performance against clear and pre-defined objectives established at the beginning of the year and tied to the company’s key, long-term strategic objectives.

When determining annual incentive payouts for our executive officers, the Committee considers each executive’s contributions as well as demonstration and role modeling of BMS Values.

The Committee’s determination on annual incentive payouts also incorporates feedback from our enterprise risk assessment, including reputational risk stemming from a dynamic external environment. Our goal is to minimize and appropriately reduce the possibility that our executive officers will make excessively or inappropriately risky decisions to maximize short-term results at the expense of sustainable long-term value creation for our shareholders.

The Committee maintains discretion to adjust annual incentive payouts negatively if an executive officer fails to meet critical performance objectives or does not consistently demonstrate BMS Values.

Benchmarking Analysis and Compensation Peer Groups

Benchmarking Approach

In general, our executive compensation program seeks to provide total direct compensation (base salary plus target annual incentive award, plus the grant date fair value of annual long-term equity incentive awards) at the median of our primary peer group and/or the Willis Towers Watson Pharmaceutical Human Resources Association Executive Compensation Survey (the “PHRA Survey”) peers (as defined below) when targeted levels of performance are achieved. In any given year, however, total direct compensation for a particular executive may be above or below the median of our primary peer group / PHRA Survey peers due to multiple factors. These factors include qualifications, experience, responsibilities, contributions, role criticality and/or potential, as well as attracting and retaining talent within the highly competitive biopharmaceutical industry. Providing competitive pay when targeted levels of performance are achieved allows us to attract and retain the talent we need to continue driving performance, while enabling us to maintain a competitive cost base with respect to compensation expense.

Benchmarking Process

The Committee’s independent compensation consultant annually conducts and shares with the Committee a review of compensation for our Named Executive Officers, including compensation information compiled from publicly filed disclosures of our primary and extended peer groups as well as the PHRA Survey. Pay levels of our primary and PHRA Survey peers, among other factors, are used as a reference point when determining individual pay decisions (i.e., base salary levels, target annual incentive levels and long-term equity incentive award size). For 2025, the independent compensation consultant was Farient Advisors LLC (“Farient”).

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Compensation Discussion and Analysis

The market data, as applicable, is determined for our CEO and CFO and our other NEOs based on the prior year’s compensation and is reviewed by the Committee to inform compensation decisions made in March of each year as follows:

(1) The EVP, Chief Digital & Technology Officer role is not fully represented within the PHRA survey benchmark. Accordingly, compensation levels for this position reflect its strategic importance, enterprise-wide scope and critical role in advancing the company’s information and digital transformation.

2025 Peer Groups

We regularly monitor the composition of our peer groups and make changes when appropriate. For 2025, with the support of Farient, the Committee continued to utilize a Primary Peer Group and PHRA Survey Peers and an Extended Peer Group, as more fully described below.

Primary Peer Group and PHRA Survey Peers: The Committee believes the companies included in our 2025 primary peer and PHRA Survey peer groups are appropriate given the unique nature of the biopharmaceutical industry. The companies from these two groups represent our primary competitors for executive talent and operate in a similarly complex regulatory and research-driven environment.

In determining our peer groups, we believe emphasis should be placed on whether a company competes directly with us for the specialized talent necessary to achieve our priorities. We also consider company size in determining our peer groups. In particular, BMS’ revenue approximates the median 2025 revenue of our primary peer group. The median revenue of our primary and extended peer groups were $50.7 and $51.7 billion, respectively.

Extended Peer Group: We also selectively utilize an extended peer group, which comprises the eight companies in our primary peer group plus five companies based outside the U.S. This extended peer group as well as PHRA Survey data serves as an additional reference point for compensation practices, including an understanding of the competitive pay environment as it relates to the global nature of both our business and the competition for talent. Our extended peer group is also used to determine the relative TSR component of our performance share unit and market share unit awards.

The Committee, with the support of Farient, reviewed our peer groups and made two changes to the primary peer group to support the 2025 benchmarking process: to remove Biogen Inc. and add Regeneron Pharmaceuticals.

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Compensation Discussion and Analysis

Our peer groups in 2025 consisted of the following companies:

(1)Our extended peer group includes the primary peer group plus the five listed companies based outside the U.S.

(2)The PHRA Survey Group also includes Takeda Pharmaceutical Co., which has not been included in the Primary or Extended Peer Groups.

BMS Compensation Program Design Process

Compensation and Management Development Committee

The Committee is responsible for providing oversight of our executive compensation program for the Named Executive Officers as well as other members of senior management. The Committee is responsible for setting the compensation of the Chief Executive Officer and approving the compensation of all of the other Named Executive Officers and certain other members of senior management.

The Committee annually reviews and evaluates the executive compensation program with the intent to ensure that the program is aligned with our compensation philosophy and with our performance. The Committee may delegate any of its responsibilities to one or more duly formed and authorized subcommittees (which shall be comprised of at least two members of the Committee) or to management (with respect to matters affecting employees other than certain senior executive officers). During 2025, the Committee did delegate some of its responsibilities to management.

See page 34 for a discussion of the duties and responsibilities of the Committee in more detail.

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Compensation Discussion and Analysis

Role of the Independent Compensation Consultant

For 2025, the Committee retained Farient as its independent compensation consultant to provide executive compensation services to the Committee. Farient reported directly to the Committee, and the Committee directly oversaw the fees paid for services provided by Farient. The Committee instructed Farient to give advice to the Committee independent of management and to provide such advice for the benefit of our company and shareholders. Farient did not provide any consulting services to BMS beyond its role as compensation consultant to the Committee.

In 2025, Farient provided the following services:

•reviewed and advised on the composition of the peer group used for competitive benchmarking;

•participated in the review of our executive compensation program;

•provided an assessment of BMS senior executive pay levels and practices relative to peers and other competitive market data;

•provided an annual analysis of industry trends among the peers and best practices related to pay program design and other program elements;

•consulted on incentive plan design and compensation packages for senior executives;

•reviewed and advised on all materials provided to the Committee for discussion and approval; and

•attended all of the Committee’s regularly scheduled and special meetings in 2025 at the request of the Committee, and also met with the Committee chair without management present.

The Committee reviews the independence of its compensation consultant annually in accordance with its charter, applicable SEC rules and the NYSE listing requirements. After review and consultation with Farient, the Committee determined that Farient was independent, and there was no conflict of interest resulting from retaining Farient during the year ended December 31, 2025.

Role of Company Management

The CEO makes recommendations to the Committee concerning the compensation of Named Executive Officers other than the CEO, as well as other members of senior management. In addition, the CEO, CFO and, in the case of our pipeline performance metric, both the EVP, Chief Research Officer and EVP, Chief Medical Officer, Head of Development, are involved in recommending for the Committee’s approval the performance goals for the annual and long-term incentive plans, as applicable. The Chief People Officer works closely with the Committee, its independent compensation consultant and management to (i) ensure that the Committee is provided with the appropriate information to make its decisions, (ii) propose recommendations for Committee consideration, and (iii) communicate those decisions to management for implementation.

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