BRISTOL MYERS SQUIBB CO

We believe our pay programs, and particularly our executive incentive design, should reinforce our strategic priorities. For 2025, our executive pay programs included an annual incentive plan and a long-term incentive plan, each focused on the company’s mission to discover, develop, and deliver innovative medicines. While largely consistent with our 2024 program, we changed our measure of profitability in our long-term incentive plan from total company non-GAAP Operating Margin to total company non-GAAP Operating Income. For our annual incentive plan, payouts for our most senior executives continue to be determined solely based on the achievement of corporate objectives, without a separate individual performance factor.

This program design incentivizes our senior executives to work together as one team to achieve our most critical strategic priorities. 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. Total Company Non-GAAP Operating Income, which is also included in both the annual and long-term incentive plans, is a direct measure of profitability and ensures we are driving operational excellence and strategically allocating capital. 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 2025. In particular, the compensation program for 2025 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 against our 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.

44 Bristol Myers Squibb | 2026 Proxy Statement