BRISTOL MYERS SQUIBB CO

For the period ended May 7, 2024. Filed Mar 28, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2024 · Filed Mar 28, 2024

BMY$62.14-1.6%Stored close · as of Nov 6, 2026

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Contents

2023 Long-Term Incentive Program Grants

Like our annual incentive plan, our long-term equity incentive program is designed to reward performance that supports our strategic objectives and creates value for our shareholders. A significant percentage of our Named Executive Officers’ compensation is in the form of equity that vests over several years, which is designed to closely tie the interests of our Named Executives Officers to the interests of our shareholders. Our long-term equity incentive program also is designed to promote retention through multi-year vesting.

In 2023, we continued to offer two long-term award vehicles, each of which served a different purpose:

•	Performance Share Unit Awards: rewards the achievement of key financial goals and the value created for shareholders as measured by relative TSR over a three-year period ending in the first quarter of the applicable payout year.

•	Market Share Unit Awards: rewards the creation of incremental shareholder value over a long-term period.

We believe our long-term equity incentive program serves the best interests of our shareholders by focusing the efforts of our executives on key drivers of both short- and long-term success and on shareholder value. Key aspects of the long-term equity incentive program include that:

•	100% of executives’ long-term equity incentive awards are performance-based;

•	The design of our long-term equity incentive program applies to all of our Vice Presidents and above, not just our most senior executives, thus promoting organizational alignment with our recruitment and business strategy; and

•	Our long-term equity incentive program serves as a retention lever, through vesting and payout over several years.

2023 Equity Incentive Program Summary


Proportion of Annual Grant	60%	40%
Metrics & Weighting	Non-GAAP Operating Margin: 25%In-Line and New Product Revenue (Ex-FX): 40%3-Year Relative TSR CAGR: 35%	Number of shares earned, based on increase or decrease in our common stock share price from the grant date*
Min/Max Payout (% of Target Units)	0% / 200%	0% / 225%
Vesting	3-Year Cliff	4-Year Ratable

*	The number of shares earned from MSUs can increase or decrease, in proportion to the change in our share price over the one-, two-, three- and four-year performance periods. The minimum share price achievement required to earn any shares from MSUs is 80% of the grant date stock price. Accordingly, if this 80% threshold is not achieved, zero MSUs will vest.

Bristol Myers Squibb 2024 Proxy Statement			61

As illustrated below, the design of our LTI program generally magnifies the impact of changes in our stock price and relative TSR performance. When our stock price declines, the value of MSU awards decreases in two ways: (i) the number of shares earned goes down in proportion to the change in stock price and (ii) the value of those shares is less due to the lower stock price. Similarly, the value of PSU awards decreases in two ways: (i) the TSR metric reduces the number of shares earned (assuming our stock price declined more than our peers’ did) and (ii) the value of those shares is also less. The illustration below shows how the decline in our stock price from March 2023 through the end of the year is magnified in the value of our 2023 LTI awards. For purposes of this illustration, we assume that the year-end closing price is the stock price at the end of each performance period, and we assume target performance for the financial metrics.

Notes:

•

Current value of PSU and MSU awards reflects actual relative TSR / share price experience from grant date on 3/10/23 of $65.71 through 12/29/23 of $51.31. PSU value assumes target performance with respect to financial measures and reflects no payout on the portion of the PSU award that is tied to relative TSR metric. MSU value assumes a payout of 0% of target based on the decline in the 10-day average share price between the grant date and 12/29/23. Note that this is an illustration as of 12/29/23. The number of shares that actually vest may be more or less than described above at the end of the applicable performance periods.

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