GILEAD SCIENCES INC
For the period ended May 8, 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 8, 2024 · Filed Mar 28, 2024
Contents
Proxy Voting Roadmap
This voting roadmap highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
| PROPOSAL 1 | Election of Directors | See page 12 |
|---|---|---|
| Our Board recommends a vote FOR each director nominee. | ||
| Committee Membership*** | ||
|---|---|---|
| Name and Principal Occupation · Age · Director Since · Independent · Audit Committee · Compensation and Talent Committee · Nominating and Corporate Governance Committee · Science Committee | ||
| Jacqueline K. Barton, Ph.D. Professor Emerita, California Institute of Technology | 71 | 2018 |
| Jeffrey A. Bluestone, Ph.D. President and Chief Executive Officer, Sonoma Biotherapeutics | 70 | 2020 |
| Sandra J. Horning, M.D. Retired Chief Medical Officer, Roche | 75 | 2020 |
| Kelly A. Kramer Retired Chief Financial Officer, Cisco Systems | 56 | 2016 |
| Ted W. Love, M.D. Chair of Board of Directors, Biotechnology Innovation Organization | 65 | 2024 |
| Harish Manwani Senior Operating Partner, Blackstone; Retired Chief Operating Officer, Unilever | 70 | 2018 |
| Daniel P. O’Day* Chief Executive Officer, Gilead Sciences | 59 | 2019 |
| Javier J. Rodriguez Chief Executive Officer, DaVita | 53 | 2020 |
| Anthony Welters** Chairman and Chief Executive Officer, CINQ Care; Retired Senior Advisor to the Office of CEO, UnitedHealth Group | 69 | 2020 |
| * | Chairman and Chief Executive Officer |
|---|---|
| ** | Lead Independent Director, effective after the conclusion of the Annual Meeting (if Mr. Welters is re-elected by stockholders at the Annual Meeting) |
| *** | Proposed committee membership, effective after the conclusion of the Annual Meeting (if our director nominees are re-elected by stockholders at the Annual Meeting). For current committee membership, please see page 30. |
| Audit Committee | Compensation and Talent Committee | Nominating and Corporate Governance Committee | Science Committee | Chair |
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DIRECTOR SUCCESSION PLANNING AND REFRESHMENT We believe board refreshment is integral to effective corporate governance as we recognize the importance of balancing continuity with fresh perspectives. Provided below are recent or anticipated developments that we believe advance the refreshment of our Board: Ted W. Love, M.D. was appointed to our Board in February 2024. Please see page 20 for Dr. Love’s biography. Kevin E. Lofton, our current Lead Independent Director, is retiring effective as of the conclusion of his term at the Annual Meeting. See page 29 for a discussion about our 2024 Lead Independent Director Succession. For proposed updates to our Board and committee membership following the Annual Meeting, please see page 30.
| PROPOSAL 2 | Ratification of the Selection of Independent Registered Public Accounting Firm | See page 39 |
|---|---|---|
| Our Board recommends a vote FOR this proposal. | ||
Based on an evaluation of Ernst & Young LLP’s independence and performance, our Audit Committee has determined that it is in the best interests of Gilead and its stockholders to continue to retain Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and we are seeking stockholder ratification of this selection.
| 2024 Proxy Statement | 9 |
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| PROPOSAL 3 | Advisory Vote to Approve the Compensation of Our Named Executive Officers | See page 44 |
|---|---|---|
| Our Board recommends a vote FOR this proposal. | ||
To succeed, we must attract, engage and retain highly talented individuals who are committed to our mission and core values. Our Compensation and Talent Committee reviews our executive compensation programs, payment criteria, goals and pay outcomes annually to ensure that our programs are fair, are aligned with stockholder expectations and deliver pay that is aligned with company performance:
Our compensation programs are designed to recognize both short- and long-term successes, and a substantial portion of the target total direct compensation is at-risk and tied directly to company performance.
Our annual incentive plan aligns pay to company performance through rigorous annual incentive metrics with financial metrics weighted at 50% and strategic metrics comprising the other 50%.
Our long-term incentive plan aligns pay with the long-term interests of our stockholders and provides value based on stock price appreciation, relative Total Shareholder Return growth and achievement of financial goals.
Our programs and practices are aligned with “best-in-class” governance standards.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.