GILEAD SCIENCES, INC.
For the period ended May 7, 2025. Filed Mar 27, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed Mar 27, 2025
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 |
|---|---|
| Our Board recommends a vote FOR each director nominee. | See page 13 |
| 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 | 72 | 2018 |
| Jeffrey A. Bluestone, Ph.D. President and Chief Executive Officer, Sonoma Biotherapeutics | 71 | 2020 |
| Sandra J. Horning, M.D. Retired Chief Medical Officer, Roche | 76 | 2020 |
| Kelly A. Kramer Retired Chief Financial Officer, Cisco Systems | 57 | 2016 |
| Ted W. Love, M.D. Chair of Board of Directors, Biotechnology Innovation Organization | 66 | 2024 |
| Harish Manwani Senior Operating Partner, Blackstone; Retired Chief Operating Officer, Unilever | 71 | 2018 |
| Daniel P. O’Day* Chief Executive Officer, Gilead | 60 | 2019 |
| Javier J. Rodriguez Chief Executive Officer, DaVita | 54 | 2020 |
| Anthony Welters** Chairman and Chief Executive Officer, CINQ Care; Retired Senior Adviser to the Office of the CEO, UnitedHealth Group | 70 | 2020 |
| * | Chairman and Chief Executive Officer |
|---|---|
| ** | Lead Independent Director |
| Audit Committee | Compensation and Talent Committee | Nominating and Corporate Governance Committee | Science Committee | Chair |
| 2025 Proxy Statement | 9 |
|---|
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Director Skills, Experience & Background
| INDEPENDENCE | TENURE |
|---|---|
| 8 out of 9 are independent | |
| All Committee chairs and members are independent | Balanced mix of director tenures |
| Our Board possesses the relevant skills and experience needed to effectively drive the successful execution of our strategic priorities. | |
| STRATEGIC PRIORITIES ► Maximize Near-Term Revenue Growth ► Maximize Impact of Long-acting HIV Therapies ► Expand and Deliver on Oncology Programs ► Champion an Environment of Inclusion and Employee Growth ► Remove Barriers to Speed in Execution |
| PROPOSAL 2 | Ratification of the Selection of Independent Registered Public Accounting Firm |
|---|---|
| Our Board recommends a vote FOR this proposal. | See page 44 |
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, 2025, and we are seeking stockholder ratification of this selection.
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| PROPOSAL 3 | Advisory Vote to Approve the Compensation of Our Named Executive Officers |
|---|---|
| Our Board recommends a vote FOR this proposal. | See page 49 |
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 confirm 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.