On May 4, 2021, the shareholders approved the 2021 Stock Award and Incentive Plan (the “2021 Plan”) replacing our previous equity plans. The 2021 Plan authorizes awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), dividend equivalents, performance share units ("PSUs"), market share units ("MSUs") and other stock-based awards. As of December 31, 2022, the 2021 Plan was the only plan under which we were authorized to grant equity awards.

The 2021 Plan provides for 85 million shares to be authorized for grants plus shares recaptured upon forfeitures or other terminations of awards under our previous equity awards plans, subject to adjustments in accordance with the terms of the 2021 Plan. As of December 31, 2022, 81 million shares were available for award and 44 million equity awards were outstanding (stock options, RSUs, MSUs and PSUs). Shares generally are issued from treasury stock to satisfy BMS’s obligations under the 2021 Plan and our prior equity award plans.

Under the 2021 Plan, executive officers and other employees may be granted options to purchase common stock at no less than the market price on the date the option is granted. Options generally become exercisable ratably over four years and have a maximum term of 10 years. The 2021 Plan provides for the granting of SARs whereby the grantee may surrender exercisable rights and receive common stock and/or cash measured by the excess of the market price of the common stock over the award's exercise price. BMS did not grant stock options or SARs during the years ended December 31, 2022, 2021 and 2020. Options that were outstanding during those years generally vested ratably over four years (some options granted as replacements for options held by Celgene option holders upon the acquisition of Celgene in 2019 provided for cliff vesting and/or longer or shorter vesting periods).

RSUs are granted to executive officers and other employees, subject to restrictions as to continuous employment. Generally, vesting occurs ratably over a three- to four-year period from grant date, subject to accelerated vesting in specified circumstances. A stock unit is a right to receive stock at the end of the specified vesting and/or deferral period; stock units have no voting rights. BMS grants non-forfeitable stock units to its non-employee directors.

MSUs are granted to executive officers. Vesting is conditioned upon continuous employment and occurs ratably over four years, subject to accelerated vesting in specified circumstances. The number of shares issued upon vesting of MSUs is determined based on a specified payout factor requiring that the market price per share at a specified measurement date be at least 80% of the grant-date share price (market condition) for awards granted in 2022 (60% prior to 2022). Attainment of a higher payout factor, calculated as the share price on measurement date divided by share price on award date, results in a higher percentage payout of MSUs, up to a maximum of 225% of the target number of MSUs for awards granted in 2022 (200% prior to 2022). The share price used in the payout factor is calculated using an average of the closing prices on the grant date or measurement date, and the nine trading days immediately preceding the grant date or measurement date.

PSUs are granted to executive officers, have a three-year performance cycle and are granted as a target number of stock units subject to adjustment. The number of shares issued when PSUs vest is determined based on the achievement of specified performance goals (a performance condition) and based on BMS’s three-year total shareholder return relative to a peer group of companies (a market condition) and can range from 0% to a maximum of 200% of the target number of PSUs. Vesting is conditioned upon continuous employment and occurs on the third anniversary of the grant date, subject to accelerated vesting in specified circumstances.

Stock-based compensation expense for awards ultimately expected to vest is recognized over the vesting period. Forfeitures are estimated based on historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense was as follows:


	Year Ended December 31,
Dollars in Millions	2022		2021		2020






Cost of products sold	$	41	$	57	$	37
Marketing, selling and administrative	195		241		332
Research and development	221		272		339
Other (income)/expense, net	—		13		71
Total stock-based compensation expense	$	457	$	583	$	779

Income tax benefit(a)	$	91	$	120	$	158

The total stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020 includes $96 million, $192 million and $382 million, respectively, related to Celgene post-combination service period. The expense for the accelerated vesting of awards related to the Celgene acquisition was not material in 2022 and was $13 million and $71 million in 2021 and 2020, respectively.


	Stock Options			RSUs			MSUs			PSUs
Shares in Millions	Number of Options	Weighted-Average Exercise Price of Shares		Number of Nonvested RSUs	Weighted-Average Grant-Date Fair Value		Number of Nonvested MSUs	Weighted-Average Grant-Date Fair Value		Number of Nonvested PSUs	Weighted-Average Grant-Date Fair Value
Balance at January 1, 2022	47.0	$	53.00	19.1	$	54.92	1.8	$	56.51	3.4	$	55.38
Granted	—	—		8.7	64.12		1.0	60.74		1.4	66.76
Released/Exercised	(24.3)	50.79		(8.2)	55.12		(0.8)	56.95		(1.3)	49.99
Adjustments for actual payout	—	—		—	—		0.1	54.26		0.4	49.99
Forfeited/Canceled	(0.8)	58.70		(2.7)	57.43		(0.3)	57.63		(0.4)	60.26
Balance at December 31, 2022	21.9	55.25		16.9	59.17		1.8	58.25		3.5	60.88

Expected to vest				14.9	58.97		1.6	58.12		3.2	60.45


Dollars in Millions	Restricted Stock Units		Market Share Units		Performance Share Units
Unrecognized compensation cost	$	734	$	49	$	89
Expected weighted-average period in years of compensation cost to be recognized	2.5		2.8		1.7


Amounts in Millions, except per share data	2022		2021		2020
Weighted-average grant date fair value (per share):


RSUs	$	64.12	$	56.58	$	53.65
MSUs	60.74		58.04		53.92
PSUs	66.76		59.04		55.61

Fair value of awards that vested:

RSUs - replacement awards	$	152	$	519	$	777
RSUs	300		246		122
MSUs	44		37		37
PSUs	68		61		59

Total intrinsic value of stock options exercised	526		512		556

The fair value of RSUs approximates the closing market price of BMS’s common stock on the grant date after adjusting for the units not eligible for accrual of dividend equivalents. The fair value of MSUs is estimated as of the grant date using a Monte Carlo simulation. The fair value of PSUs is estimated as of the grant date for the portion related to the relative total shareholder return measure, using a Monte Carlo simulation and, for the remaining portion, based on the closing market price of BMS’s common stock on the grant date after adjusting for the units not eligible for accrual of dividend equivalents, and taking into account the probability of satisfying the performance condition as of the grant date.


Range of Exercise Prices	Number of Options (in millions)	Weighted-Average Remaining Contractual Life (in years)	Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions)
$10 - $40	2.2	1.0	$	35.02	$	80
$40 - $55	7.7	3.3	48.92		177
$55 - $65	8.0	2.7	59.45		100
$65 +	4.0	3.2	70.02		9
Outstanding	21.9	2.8	55.25		$	366
Exercisable	21.9	2.8	55.25		$	366

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing stock price of $71.95 on December 30, 2022, which was the last trading day of 2022.