DEF 14A of Gilead Sciences, Inc.
Filed Mar 28, 2024 · FY20230001308179-24-000348
Board Overview
Board Overview
Board Overview
| Director Nominee* | | Occupation | Qualifications/Key Experience | | | Jacqueline K. Barton, Ph.D. IND Age 71 Director Since 2018 | Professor Emerita, California Institute of Technology | Extensive experience in chemistry and related fields, for which she has received many awards. Accomplished academic and inventor who has performed pioneering medical research and discovery. Business experience as a founder and leader of a molecular diagnostics company. | | | Jeffrey A. Bluestone, Ph.D. IND Age 70 Director Since 2020 | President and Chief Executive Officer, Sonoma Biotherapeutics | Internationally-recognized leader in the field of immunotherapy and related fields, with a distinguished scientific and academic career spanning nearly four decades. Strong leadership experience in the healthcare industry. | | | Sandra J. Horning, M.D. IND Age 75 Director Since 2020 | Retired Chief Medical Officer, Roche | Significant leadership experience in the pharmaceutical and healthcare industry, including expertise in drug development in multiple therapeutic areas. Physician with experience treating patients as a practicing oncologist. | | | Kelly A. Kramer IND Age 56 Director Since 2016 | Retired Chief Financial Officer, Cisco Systems | Significant financial expertise, including serving as chief financial officer of major companies or divisions in the technology and healthcare industries. Experience in strategic and financial planning and corporate development. | | | Ted W. Love, M.D. IND Age 65 Director Since 2024 | Chair of Board of Directors, Biotechnology Innovation Organization | Significant leadership experience in the biopharma industry, including serving as a chief executive officer of a global healthcare company. Physician with a strong scientific background. | | | Harish Manwani IND Age 70 Director Since 2018 | Senior Operating Partner, Blackstone; Retired Chief Operating Officer, Unilever | Strong leadership skills and broad global operational, sales and marketing and human resources expertise at a complex, multi-national company. Experience in driving growth across complex organizations on a global scale. | | | Daniel P. O’Day Chairman Age 59 Director Since 2019 | Chief Executive Officer, Gilead Sciences | Significant leadership and international business experience in the pharmaceutical industry. Deep understanding of the evolving global healthcare environment and demonstrated commitment to driving innovation across the business. | | | Javier J. Rodriguez IND Age 53 Director Since 2020 | Chief Executive Officer, DaVita | Significant leadership experience in the healthcare industry, including serving as chief executive officer and in various other executive roles of a Fortune 500 public healthcare company. | | | Anthony Welters IND Lead Independent Director Age 69 Director Since 2020 | Chairman and Chief Executive Officer, CINQ Care; Retired Senior Advisor to the Office of CEO, UnitedHealth Group | Extensive experience in the health insurance and managed care industry. Demonstrated commitment to delivering healthcare to underserved communities. |
Board Overview
| * Proposed Lead Independent Director and 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 Lead Independent Director and Committee membership, please see pages 28 and 30, respectively. |
Board Overview
| | Audit Committee | | Compensation and Talent Committee | | Nominating and Corporate Governance Committee | | Science Committee | | Chair | | Independent |
Board Overview
| 2024 Proxy Statement | 13 |
Nominees
Nominees Our Nominating and Corporate Governance Committee has evaluated and recommended, and our full Board has considered and nominated for election at the Annual Meeting, each of the nine director nominees described below. The names of the nominees and certain information about them as of March 28, 2024, as well as the relevant skills and experience of the director nominees that led our Nominating and Corporate Governance Committee to conclude that the nominee should serve as a director on our Board, are set forth below:
Nominees
| Age: 71 Director since: 2018 Committees: ► Compensation and Talent ► Science Other Public Company Board Service: ► None | Jacqueline K. Barton, Ph.D. Independent Dr. Barton joined our Board in January 2018. Dr. Barton is the John G. Kirkwood and Arthur A. Noyes Professor of Chemistry Emerita in the Division of Chemistry and Chemical Engineering at the California Institute of Technology, where she was a member of the faculty for more than 30 years and served as the Norman Davidson Leadership Chair of the division from 2009 to 2019. She previously served on the board of directors for both Dow Inc. and The Dow Chemical Company, and was a member of the Board and Materials Advisory Committee of DowDupont Inc. Dr. Barton founded and served on the board of directors of GeneOhm Sciences Inc., a molecular diagnostics company acquired by Becton, Dickinson and Company, and was a member of Gilead’s Scientific Advisory Board from 1989 to 2007. She is a member of the National Academy of Sciences, the National Academy of Medicine and the American Philosophical Society. In 2021, Dr. Barton was elected as a Vice President of the American Philosophical Society. Dr. Barton received the 2010 National Medal of Science for her discovery of new chemistry of the DNA helix and the 2015 Priestley Medal, the highest award of the American Chemical Society. Relevant Skills and Experience: Extensive experience in chemistry and related fields, for which she has received many awards. Accomplished academic and inventor who has performed pioneering medical research and discovery. Business experience as a founder and leader of a molecular diagnostics company. | | Age: 70 Director since: 2020 Committees: ► Science Other Public Company Board Service: ► None | Jeffrey A. Bluestone, Ph.D. Independent Dr. Bluestone joined our Board in December 2020. Dr. Bluestone is the President and Chief Executive Officer of Sonoma Biotherapeutics, Inc., a clinical-stage biotechnology company developing engineered regulatory T cell therapies to treat serious autoimmune and inflammatory diseases. He has held this role since 2019. From 2015 to 2019, he led the Parker Institute for Cancer Immunotherapy as President and Chief Executive Officer. Dr. Bluestone is the A.W. and Mary Margaret Clausen Distinguished Professor Emeritus in the Diabetes Center at University of California San Francisco, where he has been a member of the faculty and served in various other roles for over 20 years, including the Director of the Diabetes Center from 2000 to 2019. He is an international leader in the field of immunotherapy and has published more than 500 papers over nearly four decades focused on understanding the basic processes that control T-cell activation and immune tolerance in autoimmunity, organ transplantation and cancer. His research has led to the development of multiple immunotherapies, including the first medicine approved by the U.S. Food and Drug Administration (FDA) to delay/prevent autoimmune Type 1 diabetes and the first FDA-approved checkpoint inhibitor for the treatment of metastatic melanoma and other cancers. Dr. Bluestone was the founding director of the Immune Tolerance Network, the largest National Institutes of Health-funded multicenter clinical immunology research program, testing novel immunotherapies in transplantation, autoimmunity and asthma/allergy. He served as a member of the Blue Ribbon Panel, appointed by then Vice President Joe Biden, as a member of the National Cancer Moonshot Task Force. Dr. Bluestone is a member of the National Academy of Medicine and American Academy of Arts and Sciences, was a recipient of the prestigious Guggenheim Fellowship, and previously served as the Ludwig Professor and Director of the Ben May Institute at the University of Chicago. He previously served on the board of directors of Provention Bio, Inc. from 2013 to 2022. Relevant Skills and Experience: Internationally-recognized leader in the field of immunotherapy and related fields, with a distinguished scientific and academic career spanning nearly four decades. Strong leadership experience in the healthcare industry. |
Nominees
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Nominees
| Age: 75 Director since: 2020 Committees: ► Nominating and Corporate Governance ► Science (Chair) Other Public Company Board Service: ► Moderna, Inc. ► Olema Pharmaceuticals, Inc. ► Revolution Medicines, Inc. | Sandra J. Horning, M.D. Independent Dr. Horning joined our Board in January 2020. Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., until her retirement in 2019. During her 10-year career at Roche and Genentech, she helped bring 15 new medicines to patients in disease areas including cancer, multiple sclerosis, influenza and blindness. Prior to her career at Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured professor at Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. Dr. Horning was recognized as the 2020 Healthcare Businesswomen’s Association Woman of the Year. She was also selected as the 2017 recipient of the Duane Roth Memorial Award, an honor dedicated to leaders in healthcare, whose work has overcome numerous scientific obstacles to create new paradigms in research and treatment. Dr. Horning previously served on the board of directors of Foundation Medicine, Inc. from 2015 to 2018 and EQRx, Inc. from 2021 to 2023. She currently serves on the board of directors of Moderna, Inc., Olema Pharmaceuticals, Inc. and Revolution Medicines, Inc. Relevant Skills and Experience: Significant leadership experience in the pharmaceutical and healthcare industry, including expertise in drug development in multiple therapeutic areas. Medical professional with experience treating patients as a practicing oncologist. | | Age: 56 Director since: 2016 Committees: ► Audit (Chair) ► Compensation and Talent Other Public Company Board Service: ► Snowflake Inc. ► Coinbase, Inc. | Kelly A. Kramer Independent Ms. Kramer joined our Board in August 2016. Ms. Kramer was Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a worldwide technology leader, from 2015 until her retirement in 2020. Prior to that, she was Senior Vice President of Corporate Finance at Cisco. She previously served as Vice President and Chief Financial Officer of GE Healthcare Systems and Chief Financial Officer of GE Healthcare Biosciences. Ms. Kramer has also worked in GE’s Corporate Headquarters, Transportation Systems and Aerospace divisions. She currently serves on the board of directors of Snowflake Inc. and Coinbase, Inc. Relevant Skills and Experience: Significant financial expertise, including serving as a chief financial officer of major companies or divisions in the technology and healthcare industries. Experience in strategic and financial planning and corporate development. |
Nominees
| 2024 Proxy Statement | 19 |
Nominees
| Age: 65 Director since: 2024 Committees: ► None Other Public Company Board Service: ► Royalty Pharma plc ► Structure Therapeutics Inc. | Ted W. Love, M.D. Independent Dr. Love joined our Board in February 2024. He is the Chair of the board of directors of the Biotechnology Innovation Organization, a trade association representing biotechnology companies, academic institutions, state biotechnology centers and related organizations across the United States and in more than 30 other countries. From 2014 to 2022, Dr. Love was the President and Chief Executive Officer of Global Blood Therapeutics, Inc., where he led the company from a pre-clinical startup through its growth to a global commercial company with a pipeline of innovative therapies focused on sickle cell disease. Previously, he was Executive Vice President, Research and Development and Technical Operations at Onyx Pharmaceuticals, Inc. He also served as President, Chief Executive Officer and Chairman of Nuvelo, Inc., and Senior Vice President, Development at Theravance Biopharma, Inc. He began his biotech career at Genentech, Inc., where he held several senior management positions in clinical science and product development, and ultimately as chair of Genentech’s Product Development Committee. Prior to Genentech, Dr. Love was a member of the Department of Cardiology at the Massachusetts General Hospital. Known for championing access to care, Dr. Love received the William E. Proudford Sickle Cell Fund 2023 Distinguished Service Award. He also earned the Spirit of the Heart Health Equity Champion Award from the Association of Black Cardiologists in 2023. Dr. Love currently serves on the board of directors of Royalty Pharma plc and Structure Therapeutics Inc. He previously served on the board of directors of Seagen Inc., from 2020 to 2023; Global Blood Therapeutics from 2013 to 2022; Portola Pharmaceuticals, Inc., from 2019 to 2020; and Amicus Therapeutics, Inc., from 2012 to 2020. Relevant Skills and Experience: Significant leadership experience in the biopharma industry, including serving as a chief executive officer of a global healthcare company. Physician with a strong scientific background. | | Age: 70 Director since: 2018 Committees: ► Compensation and Talent ► Nominating and Corporate Governance Other Public Company Board Service: ► Whirlpool Corporation | Harish Manwani Independent Mr. Manwani joined our Board in May 2018. Mr. Manwani is a Senior Operating Partner for Blackstone Inc., a global investment firm, and has advised select Blackstone portfolio companies since 2015. He was previously Chief Operating Officer of the Unilever Group from 2011 until his retirement in 2014. Mr. Manwani joined Unilever in 1976 as a management trainee in India and held several senior management roles around the world, including overseeing Unilever’s businesses in North America, Latin America, Asia and Africa. Mr. Manwani currently serves on the board of directors of Whirlpool Corporation. He also serves on the board of directors of EDBI Pte Ltd., Tata Sons Private Limited and Alinamin Pharmaceutical Co. Ltd., a private Blackstone portfolio company in Japan, and is the Chairman of the Executive Board of the Indian School of Business. He previously served as the Non-Executive Chairman of Hindustan Unilever Limited from 2005 to 2018, and on the board of directors of Singapore Economic Development Board from 2013 to 2019. Mr. Manwani also previously served on the board of directors of Pearson plc from 2013 to 2018, Nielsen Holdings plc from 2015 to 2021 and Qualcomm Incorporated from 2014 to 2022. Relevant Skills and Experience: Strong leadership skills and broad global operational, sales and marketing and human resources expertise at a complex, multi-national company. Experience in driving growth across complex organizations on a global scale. |
Nominees
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Nominees
| Age: 59 Director since: 2019 Committees: ► None Other Public Company Board Service: ► None | Daniel P. O’Day Chairman of the Board Mr. O’Day joined Gilead Sciences in March 2019 as Chairman of the Board of Directors and Chief Executive Officer. Prior to Gilead, Mr. O’Day served as the Chief Executive Officer of Roche Pharmaceuticals. His career at Roche spanned more than three decades, during which he held a number of executive positions in the company’s pharmaceutical and diagnostics divisions in North America, Europe and Asia. He served as a member of Roche’s Corporate Executive Committee, as well as on a number of public and private boards, including Genentech, Flatiron Health and Foundation Medicine. Mr. O’Day holds a bachelor’s degree in biology from Georgetown University and an MBA from Columbia University. He currently serves as the Board Chair for the Pharmaceutical Research and Manufacturers of America organization. He previously served on the board of directors for Galapagos NV in connection with its partnership with Gilead from 2019 to 2024. Relevant Skills and Experience: Extensive knowledge and a deep understanding of our business and the pharmaceutical industry as our Chairman and Chief Executive Officer and through various significant leadership positions and international business experience. Deep understanding of the evolving global healthcare environment and demonstrated commitment to driving innovation across the business. | | Age: 53 Director since: 2020 Committees: ► Audit Other Public Company Board Service: ► DaVita, Inc. | Javier J. Rodriguez Independent Mr. Rodriguez joined our Board in June 2020. Mr. Rodriguez is the Chief Executive Officer of DaVita Inc., a Fortune 500 company providing healthcare services to kidney disease patients throughout 12 countries. He assumed his current role with DaVita in 2019, building on his more than 20 years of increasing company leadership and commitment to transforming care delivery for patients with kidney disease – from the earliest stages through transplantation. From 2014 to 2019, he was the CEO of DaVita Kidney Care, the company’s business unit that treats patients with kidney failure and end-stage renal disease. Mr. Rodriguez is recognized for his vision and leadership in transforming how kidney care is delivered and accelerating the digital transformation to improve patients’ lives while lowering costs for the health care system. He currently serves on the board of directors of DaVita. Relevant Skills and Experience: Significant leadership experience in the healthcare industry, including serving as chief executive officer and in various other executive roles of a Fortune 500 public company. |
Nominees
| 2024 Proxy Statement | 21 |
Nominees
| Age: 69 Director since: 2020 Committees: ► Compensation and Talent ► Nominating and Corporate Governance (Chair) Other Public Company Board Service: ► Loews Corporation ► Carlyle Group | Anthony Welters Independent Mr. Welters joined our Board in October 2020. Mr. Welters is Founder, Chairman and Chief Executive Officer of CINQ Care Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible, to Black and Brown communities. He is also Executive Chairman of the BlackIvy Group, an organization focused on building and growing commercial enterprises in Sub-Saharan Africa, and Chairman of Somatus, Inc., a value-based kidney care company. Mr. Welters founded AmeriChoice in 1989 and upon acquisition by UnitedHealth Group (UHG) in 2002, joined UHG as Senior Adviser to the Office of the Chief Executive Officer, Executive Vice President and Member of the Office of the Chief Executive Officer, until retiring in 2016. He currently serves on the board of directors of Loews Corporation and the Carlyle Group. Mr. Welters previously served on the board of directors of West Pharmaceutical Services, Inc. from 1997 to 2016, and C.R. Bard, Inc. from 1999 to 2017. He is Trustee Emeritus of the Morehouse School of Medicine Board of Trustees, Chairman Emeritus of the Board of New York University School of Law, Vice Chairman of the Board of New York University, a Trustee of NYU Langone Medical Center, Vice Chair of the John F. Kennedy Center for the Performing Arts and a founding member of the National Museum of African American History and Culture. Relevant Skills and Experience: Extensive experience in the health insurance and managed care industry. Demonstrated commitment to delivering healthcare to underserved communities. |
Independence of the Board of Directors
Independence of the Board of Directors The Nasdaq listing rules require that a majority of the members of a listed company’s board of directors qualify as “independent” as affirmatively determined by our Board. In addition, our Board Guidelines require that a substantial majority of our Board consist of “independent” directors as defined by the Board Guidelines. Our Board Guidelines are available on our website at www.gilead.com on the Investors page under “Governance.” After a review of all relevant transactions and relationships between each director, as well as his or her family members, and us, our senior management and independent registered public accounting firm, our Board has determined that eight of our nine nominees for director are “independent” directors as specified by applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines. In addition, our Board previously determined that Mr. Lofton was independent. Mr. O’Day, our Chairman of the Board, is not an independent director because he is currently an executive officer of our company.
Majority Vote Standard for Election of Directors
Majority Vote Standard for Election of Directors Our bylaws require directors to be elected by a majority of the votes cast with respect to such director in uncontested elections (number of shares voted “for” a director must exceed the number of shares voted “against” that director). In a contested election (a situation in which the number of candidates for director exceeds the number of directors to be elected), our Bylaws provide that the standard for election of directors is a plurality of the shares voting in the election of directors at any meeting of stockholders for the election of directors at which a quorum is present. Under our Board Guidelines, any director who fails to receive at least a majority of the votes cast in an uncontested election must tender his or her resignation to our Board. Our Nominating and Corporate Governance Committee would then evaluate the tendered resignation and make a recommendation to our Board to accept or reject the resignation or to take other action. Our Board will act on our Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale for such decision within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in our Board’s decision. If a nominee who was not already serving as a director does not receive at least a majority of the votes cast for such director at the annual meeting, that nominee will not become a director.
Majority Vote Standard for Election of Directors
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2024 Lead Independent Director Succession
2024 Lead Independent Director Succession After four years of service as our Lead Independent Director, Mr. Lofton will retire from our Board at the end of his current term at the Annual Meeting. Gilead and our Board extend their sincere gratitude to Mr. Lofton for his strong leadership as the Lead Independent Director and his many contributions and dedicated service to our Board and Gilead’s mission for the past 15 years.
2024 Lead Independent Director Succession
| | Tony Welters | | | Incoming Lead Independent Director Our Board has unanimously appointed Tony Welters to succeed Mr. Lofton as the new Lead Independent Director, effective following and contingent upon his re-election as a director at the Annual Meeting. Mr. Welters has served as a director since 2020 and currently serves as Chair of the Nominating and Corporate Governance Committee and a member of the Compensation and Talent Committee. Mr. Welters has extensive leadership experience in the health insurance and managed care industry, and he has demonstrated a commitment to delivering healthcare to underserved communities. He also has significant experience with corporate governance matters as a current and former director of other public company boards, including board leadership roles. In light of this extensive experience and his valued contributions to our Board and its committees, our Board believes Mr. Welters is well-positioned to provide strong leadership and oversight of Board matters, be an effective partner to our Chairman of the Board and foster effective collaboration among the directors. |
2023 Director Compensation
2023 Director Compensation The table below summarizes the compensation paid by us to non-employee Board members for the 2023 fiscal year:
2023 Director Compensation
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Option Awards(3)(4) | All Other Compensation(6) | Total | | Jacqueline K. Barton | $115,000 | $149,922 | $149,999 | $15,000 | $429,921 | | Jeffrey A. Bluestone | $95,000 | $149,922 | $149,999 | $15,000 | $409,921 | | Sandra J. Horning | $130,000(5) | $149,922 | $149,999 | $— | $429,921 | | Kelly A. Kramer | $135,000 | $149,922 | $149,999 | $— | $434,921 | | Kevin E. Lofton | $192,521 | $149,922 | $149,999 | $15,000 | $507,442 | | Harish M. Manwani | $115,000 | $149,922 | $149,999 | $— | $414,921 | | Javier J. Rodriguez | $95,000 | $149,922 | $149,999 | $5,000 | $399,921 | | Anthony Welters | $130,000 | $149,922 | $149,999 | $15,000 | $444,921 |
2023 Director Compensation
| (1) Represents cash retainer for serving on our Board and committees of the Board for the full year ended December 31, 2023. | | (2) Represents RSU awards comprised of 1,887 shares granted under our 2022 Equity Incentive Plan (the “2022 Plan”) to each Board member on May 3, 2023 and vested immediately on the same date. Market values are calculated by multiplying the number of shares of our common stock subject to the award by the closing price per share of our common stock on the award date of $79.45. | | (3) The following table shows, for each named individual, the aggregate number of stock awards, option awards and phantom shares (under our Deferred Compensation Plan) held by that individual as of December 31, 2023: |
2023 Director Compensation
| Name | Aggregate Stock Awards Outstanding as of December 31, 2023(a) | Aggregate Option Awards Outstanding as of December 31, 2023 | Aggregate Phantom Shares as of December 31, 2023(b) | | Jacqueline K. Barton | 4,553 | 72,038 | — | | Jeffrey A. Bluestone | 1,887 | 46,568 | — | | Sandra J. Horning | 5,491 | 52,412 | — | | Kelly A. Kramer | 15,284 | 85,906 | — | | Kevin E. Lofton | 9,830 | 97,651 | 3,224 | | Harish M. Manwani | — | 69,919 | — | | Javier J. Rodriguez | — | 49,356 | — | | Anthony Welters | — | 48,407 | — |
2023 Director Compensation
| (a) Aggregate stock awards include vested RSUs for which receipt of the underlying shares of our common stock has been deferred. RSUs accrue forfeitable dividend equivalents that are subject to the same vesting and other terms and conditions as the corresponding RSUs. Dividend equivalents are accumulated and paid in cash when the underlying shares are issued. | | (b) Dividends on phantom shares are accrued and reinvested to acquire additional phantom shares quarterly. |
2023 Director Compensation
| (4) Represents the grant-date fair value of the stock option awards comprised of 10,173 options with an exercise price of $79.45 per share granted to each Board member on May 3, 2023 under the 2022 plan and vested immediately on the same date. The applicable grant-date fair value of each award was calculated in accordance with Topic 718 and did not take into account any estimated forfeitures related to such service vesting. Assumptions used in the calculation of grant-date fair value are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for such fiscal year filed with the SEC. | | (5) Dr. Horning elected to defer partial retainer fees of $32,767.13 as a cash deferral under our Deferred Compensation Plan. | | (6) Represents matching donations made by us to a charitable organization of $15,000 on behalf of each of Dr. Barton, Dr. Bluestone, Mr. Lofton, and Mr. Welters and $5,000 for Mr. Rodriguez. |
2023 Director Compensation
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Compensation Philosophy
| | Pay-for-Performance | | Short- and Long-Term Balance | | Cost-Effectiveness | | | Market Competitiveness | | Stockholder Alignment | | |
Compensation Philosophy
| WHAT WE DO | WHAT WE DO NOT DO | | Ongoing outreach and engagement with major stockholders on executive compensation governance Rigorous annual incentive performance metrics with financial goals weighted at 50% of the total award opportunity and product, pipeline and people goals weighted at 50%, and with an individual performance modifier applicable to all NEOs other than our Chief Executive Officer Clawback policies that cover both cash and equity and require clawback in the event of a financial restatement as well as allow for clawback in the event of significant misconduct, including a failure to supervise a subordinate, that otherwise causes financial, operational or reputational harm Cap annual cash incentive and long-term performance share award payouts at reasonable levels Set pre-established grant dates for executive officers’ annual equity awards Compensation and Talent Committee’s independent consultant performs no other work for Gilead Conduct annual assessments to identify and mitigate risk in our compensation programs Robust executive stock ownership guidelines | No repricing of stock options without stockholder approval No single trigger change in control severance benefits No change in control excise tax gross-ups Employees and directors are prohibited from hedging and pledging our stock No dividend or dividend equivalent rights payable on unearned or unvested equity awards No defined benefit pension or supplemental executive retirement plan (SERP) benefits No fixed term employment agreements |
Compensation Components
| Base Salary | Long-Term Incentive (“LTI”) Compensation | | Payment Criteria Fixed annual compensation reviewed annually with any increases generally effective March 1 2023 Compensation Summary Our Named Executive Officers received modest base salary increases ranging from 2.9% to 5.0% over 2022, consistent with increases given to salaried employees company-wide | Payment Criteria 50% delivered in performance shares earned over three years based on relative TSR and annual revenue targets There is no payout if performance falls below a minimum threshold Relative TSR awards are capped at target if absolute TSR is negative, regardless of relative performance 25% delivered in stock options that vest over four years beginning one year after grant, with quarterly vesting after year one 25% delivered in restricted stock units that vest over four years beginning one year after grant, with quarterly vesting after year one 2023 Compensation Summary 2021 performance shares were earned as follows: Relative TSR performance shares were earned at 200.00% of target based on 82.80th percentile TSR against the companies in the S&P Healthcare Sub-Index Absolute Revenue performance shares were earned at 178.79% of target | | Annual Cash Incentive | | | Payment Criteria Corporate performance assessed on: Financial results: 50% Pipeline, Product and People results: 50% Individual performance modifier applies for all Named Executive Officers other than the CEO Maximum payout = 200% of target 2023 Compensation Summary Annual incentive earned at 154% of target for our Chief Executive Officer, based on corporate performance against pre-set rigorous metrics Annual incentive earned at 136% to 161% of target for other Named Executive Officers, based on corporate and individual performance | |
Pay and Performance Alignment
Pay and Performance Alignment Our industry’s business model is characterized by significant capital investment, long lead times for discovery and development and unpredictable outcomes due to the nature of developing medicines for human use. Our business involves multi-year development cycles, in which the return on investments in our product pipeline may take up to 12 years or more. Thus, our executive compensation program focuses not only on the successful progression of research programs, clinical trials and the launch of new products, but also on performance across a range of shorter-term metrics that advance our long-term strategy and longer-term value creation for our stockholders. As a result of long development cycles, success in the early phases of development, while critical to achieving our long-term strategy and short-term goals, may not be reflected in our operating performance and share price for several years. Long-term equity incentives, awarded in the form of performance shares, stock options and restricted stock units, make up the single biggest component of our executives’ annual pay opportunity. As a result, a substantial portion of the target total direct compensation (“TDC”) for each Named Executive Officer is at-risk and tied directly to Gilead’s performance with an appropriate balance between the short- and long-term, as shown below. Target TDC is comprised of annual base salary, target annual incentive, and target annual long-term equity incentives.
Pay and Performance Alignment
Our programs are structured so that the target pay opportunity is not representative of actual realized pay unless we perform. For example, our performance share awards are directly impacted by our revenue achievement, relative TSR performance and stock price. When actual revenue and relative TSR performance is below target, the number of shares earned is also below the target number granted. This realizable value is then further impacted if the stock price declines below grant value. In addition, our restricted stock units decrease in value when our stock price declines, and our stock options have no value unless and until the stock price exceeds the grant date exercise price.
Annual Incentive
Annual Incentive Our annual incentive plan is designed to reward performance that supports our corporate strategy and drive desired leadership behaviors. The annual incentive plan aligns with our corporate strategy by focusing on short-term financial, pipeline, product and people metrics that serve as building blocks for our future product development and position us to deliver longer term value to stockholders. As in prior years, our Chief Executive Officer’s annual incentive was tied solely to our corporate performance, with our Chief Executive Officer’s individual performance goals being the same as our corporate performance metrics. Our other Named Executive Officers’ annual incentive was based on the achievement of the same corporate performance metrics that applied to our Chief Executive Officer, as well as individual performance goals, with award amounts determined by the following formula:
Annual Incentive
| Base Salaryx | Target Incentivex | Corporate Performance Factor 0% – 150%x | Individual Performance Factor 0% – 150% | = | Actual Incentive Award 0% – 200% |
Annual Incentive
Both the Company Performance Factor and Individual Performance Factor can range from 0% to 150% achievement, with the maximum cash incentive payout capped at 200% of target. If the overall corporate performance factor for the year was less than 50%, no award would have been earned.
Target Annual Incentive Opportunities
Target Annual Incentive Opportunities Consistent with past years, the Compensation and Talent Committee set the 2023 target annual incentive opportunity at 150% of salary for our CEO and 100% of salary for our other Named Executive Officers. Actual earned amounts could range from 0% to 200% of the target opportunity, based on achievement of the relevant corporate and individual performance objectives.
Corporate Performance Metrics and Achievements for 2023
Corporate Performance Metrics and Achievements for 2023 Our Compensation and Talent Committee established performance metrics, weighted 50% financial and 50% strategic, under the annual incentive plan in February 2023 after careful consideration of key short-term financial, pipeline, product and people goals. Each of our financial goals and many of our strategic goals are quantitative and tied to pre-established targets. The Committee then reviewed our performance against these metrics after the end of the year. Based on our performance, the Committee calculated a corporate performance factor between 0% and 150% achievement for each of the metrics, as shown below. Net product revenue and non-GAAP operating income goals comprise 50% of the corporate performance factor because they drive our ability to invest in and advance our pipeline which in turn positions us to deliver longer-term value to stockholders. For purposes of the 2023 annual incentive plan, the Committee approved net product revenue and non-GAAP operating income performance goals that excluded Veklury revenue, as it did previously for the 2021 and 2022 annual incentive plans. The 2023 approved net product revenue and non-GAAP operating income targets, excluding Veklury revenue, were above the 2022 actual net product revenue and non-GAAP operating income results. When setting the goals, the Committee also determined to continue the 2022 process it put in place to separately assess Veklury performance when determining incentive plan results by applying a 0.75x to 1.25x modifier to the corporate performance factor which the Committee determined remained appropriate to reflect the potential impact of Veklury performance while maintaining focus on other parts of the business. This was done in light of the highly unpredictable nature of COVID-19 infection rates (and resulting Veklury revenues) and the Committee’s desire to incentivize performance around our core businesses which are vital to our longer-term performance.
Corporate Performance Metrics and Achievements for 2023
| 2024 Proxy Statement | 51 |
Corporate Performance Metrics and Achievements for 2023
After considering Gilead’s 2023 financial performance within our core businesses, the Committee approved a 1.00x modifier to the corporate performance factor for Veklury, resulting in no change to otherwise earned annual incentive payouts. Based on this assessment and the achievements described below, our Compensation and Talent Committee certified an overall corporate performance factor of 124% of target for our Named Executive Officers.
Corporate Performance Metrics and Achievements for 2023
| | Financial Metrics |
Corporate Performance Metrics and Achievements for 2023
| Metric | Weighting | Threshold | Target | Maximum | Performance Factor | Resulting Payout Percentage | | Net Product Revenue (1) | | | | | 125% | 38% | | Non-GAAP Operating Income (2) | | | | | 96% | 19% | | Financial Results 57% | | | | | | |
Corporate Performance Metrics and Achievements for 2023
| (1) Net product revenue excludes all revenue received from Veklury sales. Actual net product revenue for 2023 including Veklury sales was $26,934M. | | (2) This financial metric excludes Veklury sales, upfront payments related to collaboration agreements and other adjustments for items that are considered unusual or not representative of underlying trends of Gilead’s business. Actual non-GAAP operating income including Veklury sales, upfront payments related to collaboration agreements and the aforementioned adjustments was $10,484M. |
Corporate Performance Metrics and Achievements for 2023
| 52 | |
Corporate Performance Metrics and Achievements for 2023
| | Strategic: Pipeline, Product and People Metrics |
Corporate Performance Metrics and Achievements for 2023
| Metric | Overall Weighting | Actual | Performance Factor | Resulting Payout Percentage | | Pipeline | | | | | | Introduce eight (8) new molecular entities into the Development portfolio | | Introduced a total of 10 new molecular entities (“NMEs”) into the Development portfolio as of year-end: 6 Internal NMEs 4 External NMEs | 150% | 15% | | Achieve key pipeline milestones | | Reinitiated Phase 2 trial for islatravir/lenacapavir (Virology) in Q1, ahead of schedule Achieved first patient first visit for ASCENT-07 (Oncology) in Q2, ahead of schedule Completed STAR-121 (Oncology) enrollment in the safety run-cohort in Q2, ahead of schedule iMMagine-2 goal delayed due to clinical hold | 123% | 18% | | Product | | | | | | Achieve commercialization milestones Achieve Biktarvy U.S. absolute share growth of 2.6% Achieve Trodelvy U.S. number of mBC vials of 300,000 Achieve Veklury U.S. hospitalized exit share of 53% Achieve Yescarta and Tecartus patient delivery of 6,300 | | Achieved Biktarvy U.S. absolute share growth of 2.79%, exceeding the target Achieved 321,650 Trodelvy U.S. mBC vials (inclusive of TNBC and HR+), exceeding the maximum target Achieved Veklury U.S. hospitalized exit share of 65%, exceeding the maximum target Achieved Yescarta and Tecartus total patient delivery with 6,481 patients delivered, an increase of 39.6% from 2022 | 143% | 21% | | People | | | | | | Increase employee engagement and advance inclusion & diversity | | Conducted a global employee survey which showed a 3% increase in overall employee engagement compared to our prior global employee survey in 2021 Progressed our workforce inclusion and diversity across a variety of initiatives, the impact of which resulted in the all-employee survey showing equal opportunity perceptions improved for diverse employees Advanced supplier inclusion efforts contributing to company spend initiatives | 125% | 13% | | | | Pipeline, Product and People Results 67% | | | | | | Overall Corporate Performance Factor 124% | | |
Corporate Performance Metrics and Achievements for 2023
| 2024 Proxy Statement | 53 |
Individual Performance
| | Other than with respect to our Chief Executive Officer, whose annual incentive opportunity was based entirely on corporate performance, our Compensation and Talent Committee also considered the individual contributions of our Named Executive Officers to the achievement of key research and development, commercial, financial and operational objectives that supported our corporate goals. The Committee focused on both the results against the individual performance objectives and the officer’s demonstration of our Core Values – Accountability, Excellence, Inclusion, Integrity and Teamwork – and our Leadership Commitments, as described in the box to the left. Individual performance objectives were determined and communicated to executives at the beginning of the year. The individual performance factors could range from 0% to 150% and reflect the extent to which each Named Executive Officer’s personal contributions were determined to benefit our overall corporate performance, to exceed or fall short of the officer’s individual objectives for the year and to model our Core Values and Leadership Commitments. | | I AM BOLD in aspiration and AGILE in execution. I CARE and make time for people. I LISTEN, speak openly and explain the “why.” I TRUST others and myself to make sound decisions. I OWN the impact of my words and actions. | |
Annual Incentive Decisions
Annual Incentive Decisions The Committee approved final annual incentive awards based on our corporate performance and individual performance for our Named Executive Officers other than our Chief Executive Officer. Based on our corporate performance, the Committee recommended, and the independent members of our Board ratified, the incentive award for our Chief Executive Officer. As a result, the following payments were approved for 2023:
Annual Incentive Decisions
| Named Executive Officer | Base Salary | Target Incentive Opportunity (as % of Salary) | Target Incentive Opportunity | Corporate Performance Factor | Individual Performance Factor | Total Award Value | | Mr. O’Day | $1,750,000 | 150% | $2,625,000 | 124% | 124%(1) | $4,036,200 | | Mr. Dickinson | $1,058,000 | 100% | $1,058,000 | 124% | 120% | $1,574,304 | | Ms. Mercier | $1,120,000 | 100% | $1,120,000 | 124% | 130% | $1,805,440 | | Dr. Parsey | $1,114,000 | 100% | $1,114,000 | 124% | 120% | $1,657,632 | | Ms. Telman | $945,000 | 100% | $945,000 | 124% | 110% | $1,288,980 |
Annual Incentive Decisions
| (1) CEO performance is tied 100% to corporate performance. For purposes of calculating the CEO award, the individual performance factor is set equal to the corporate performance factor. |
Annual Incentive Decisions
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Long-Term Equity Compensation
Long-Term Equity Compensation Our long-term equity compensation program is designed to link our Named Executive Officers’ pay with the long-term interests of our stockholders, help competitively position target compensation opportunities for our executives and provide meaningful retentive value. Consistent with its practice for a number of years, our Compensation and Talent Committee granted performance shares, stock options and restricted stock units, with performance shares emphasized, as shown below:
2023 Annual Long-Term Equity Decisions
2023 Annual Long-Term Equity Decisions Our Compensation and Talent Committee approved equity awards in the amounts set forth below, which reflect approved grant-date values and not actual delivered or realized compensation. When setting target long-term equity award values, our Compensation and Talent Committee evaluated each Named Executive Officer’s performance during the prior year, his or her expected future contributions and his or her market position compared to the competitive market. The following table sets forth the value of the equity awards approved by our Compensation and Talent Committee and, for our Chief Executive Officer, ratified by the independent members of our Board.
2023 Annual Long-Term Equity Decisions
| | Total Target Equity Award Value Approved by the Compensation and Talent Committee | | Named Executive | 2023 | | Mr. O’Day | $15,000,000 | | Mr. Dickinson | $5,200,000 | | Ms. Mercier | $5,200,000 | | Dr. Parsey | $5,300,000 | | Ms. Telman | $3,250,000 |
2023 Performance Share Awards
2023 Performance Share Awards Consistent with prior years, the performance share awards granted by our Compensation and Talent Committee in 2023 were divided into two equally weighted tranches: one subject to three-year relative TSR performance conditions and one subject to three annual revenue-based performance goals. Our Compensation and Talent Committee continues to use relative TSR and revenue as our performance measures in order to drive the key behaviors that the Committee wants to reinforce and align pay with stockholder returns. Our Compensation and Talent Committee conducts a thorough review of the performance measures and associated payout levels, the rigor of the performance goals and their alignment with performance.
2023 Performance Share Awards
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2023 Performance Share Awards
Relative TSR Portion. The performance-based vesting requirement for the relative TSR performance shares is tied to our TSR for the performance period from March 1, 2023 through December 31, 2025, relative to the companies comprising the S&P Healthcare Sub-Index. The S&P Healthcare Sub-Index was selected for comparison because it enables our Compensation and Talent Committee to assess our performance against an objective peer group of industry relevant competitors. The Committee evaluated relative TSR performance against the same comparator group in prior years.
2023 Performance Share Awards
| TSR Percentile vs. Comparator Group | % of Target Paid | | 81st or above | 200% | | 50th | 100% | | 20th or below | 0% |
2023 Performance Share Awards
If our absolute TSR is negative, the vesting opportunity is capped at 100% of target, regardless of our relative performance. To receive the earned shares, an executive officer must generally remain employed with us through the date following the end of the performance period when our Compensation and Talent Committee certifies performance achievement. Absolute Revenue Portion. In the first quarter of 2023, the Compensation and Talent Committee established the 2023 annual net product revenue goal with the payout level ranging from 0% to 200% of the target. One-third of the revenue-based performance shares granted in 2023 is tied to achievement of our 2023 net product revenue goal, one-third is tied to a 2024 net product revenue goal and one-third is tied to a 2025 net product revenue goal. Final revenue achievement for the shares granted in 2023 will be determined at the end of the performance period, based on the cumulative achievement of each annual revenue goal. Revenue is a key objective used in both our short- and long-term incentive plans due to our historically high margin commercialized products and the strategic importance of investments within research and development. Revenue supports investment in research and development which is necessary for long-term growth. The uncertainty of many external factors that influence our business and industry, such as unanticipated pricing pressures, product-approval timing and volatility in the foreign currency exchange rates, make it difficult to forecast net product revenue beyond a one-year period. As a result, our Compensation and Talent Committee has determined that the current design appropriately measures performance over the long-term, as it provides line of sight for our executive officers while making the final value of awards earned contingent on net product revenue performance over a three-year period as well as our absolute three-year TSR performance. In February 2023, our Compensation and Talent Committee established the net product revenue performance goal for 2023 of $26.5 billion (at target), which included Veklury revenue. The same 2023 net product revenue performance goal also applies to one-third of the revenue-based performance shares granted in 2022 and 2021. In contrast to the separate revenue assessments established under the annual incentive plan, the Compensation and Talent Committee included revenue from Veklury in setting the performance share program revenue target resulting in a higher revenue target than the 2023 revenue target under our annual incentive plan. The Committee made the decision to differentiate its evaluation of the revenue measures under the annual and long-term incentive programs given the unusual circumstances of the pandemic. The short-term incentive was intended to focus executives on the drivers of core business, with a separate modifier to incentivize and reward Veklury performance, while the long-term incentive is designed to incentivize holistic long-term performance achievement, including the importance of revenue in supporting research and development, as discussed above. The 2023 net product revenue goal aligned with our forecast for the 2023 fiscal year. While total product revenue excluding Veklury was forecasted to grow year-over-year, the 2023 net product revenue goal represented a slight decrease from the 2022 actuals due to the anticipated decrease in Veklury revenue due to the likely decrease in frequency and severity of COVID-19 surges. For purposes of determining the achievement level, any product revenue realized during the fiscal year by any entity that we acquired during that year and the effect of any accounting change is excluded. The 2023 performance share awards will not become vested until the final performance results are certified in early 2026. To receive the earned shares, an executive officer must generally remain employed with us through the date when our Compensation and Talent Committee certifies performance achievement.
2023 Performance Share Awards
| | Annual Revenue Goal(1) | | | | | | Year of Grant | 2021 | 2022 | 2023 | 2024 | 2025 | | 2021 Performance Share Award | | | | | | | Absolute Revenue Tranche | $24.4B Target | $24.2B Target | $26.5B Target | | | | 2022 Performance Share Award | | | | | | | Absolute Revenue Tranche | | $24.2B Target | $26.5B Target | TBD | | | 2023 Performance Share Award | | | | | | | Absolute Revenue Tranche | | | $26.5B Target | TBD | TBD |
2023 Performance Share Awards
| (1) Threshold and maximum performance levels for each tranche are disclosed in the table below. |
2023 Performance Share Awards
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2023 Stock Options
2023 Stock Options Our Compensation and Talent Committee believes that stock options provide an appropriate incentive for our executives because they will realize value only if our stock price appreciates from the date of grant, which benefits all stockholders. Stock options granted to our Named Executive Officers have a 10-year contractual term and vest over a four-year service period. One-quarter of these options vest one year from the grant date and the remaining options vest in equal quarterly installments thereafter (assuming the continued service of the executive officer).
2023 Restricted Stock Units
2023 Restricted Stock Units Our Compensation and Talent Committee believes that restricted stock units promote long-term retention and alignment with stockholders. Restricted stock units granted to our Named Executive Officers vest over a four-year service period. One-quarter of these awards vest one year from the grant date and the remaining shares vest in equal quarterly installments thereafter (assuming the continued service of the executive officer).
2021 Performance Share Awards Earned
2021 Performance Share Awards Earned As with the performance shares granted in 2023, awards approved for our then-serving Named Executive Officers in 2021 were subject to an approximate three-year performance period and continued employment through certification of performance achievement:
2021 Performance Share Awards Earned
| | The vesting requirement for the first tranche was tied to our relative TSR for the performance period from March 1, 2021 through December 31, 2023, compared to the TSR of the companies comprising the S&P Healthcare Sub-Index over such period; and |
2021 Performance Share Awards Earned
| | The vesting requirement for the second tranche was based on net product revenue goals established for each of 2021, 2022 and 2023 (one-third each year). |
2021 Performance Share Awards Earned
In January 2024, our Compensation and Talent Committee certified final performance achievements for the 2021 performance share awards. Our three-year relative TSR was at the 82.80th percentile, resulting in a payout of 200.00% of target for the TSR-based awards. Our net product revenue exceeded the target revenue goal in 2020, 2021 and 2022, resulting in a payout of 178.79% of target for the revenue-based awards.
2021 Performance Share Awards Earned
| Performance Share Awards | Weighting | Threshold | Target | Maximum | Percentage Earned | | Relative TSR Tranche | | | | | 200.00% | | Net Product Revenue Tranche: 2021 Net Product Revenue | | | | | 200.00% | | 2022 Net Product Revenue(1) | | | | | 200.00% | | 2023 Net Product Revenue(1) | | | | | 136.36% |
2021 Performance Share Awards Earned
| (1) Also included as a sub-tranche of the 2022 and 2023 performance share awards. |
2021 Performance Share Awards Earned
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2021 Performance Share Awards
2021 Performance Share Awards
2021 Performance Share Awards
| Named Executive Officer | Target Number of TSR Shares | Earned TSR Shares | Target Number of Revenue Shares | Earned Revenue Shares | | Mr. O’Day | 42,730 | 85,460 | 52,810 | 94,417 | | Mr. Dickinson | 13,290 | 26,580 | 16,430 | 29,375 | | Ms. Mercier | 12,820 | 25,640 | 15,845 | 28,329 | | Dr. Parsey | 13,450 | 26,900 | 16,625 | 29,724 |
Role of Compensation Consultant
Role of Compensation Consultant Our Compensation and Talent Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”), a national compensation consulting firm, as its independent compensation consultant. FW Cook reports directly to our Compensation and Talent Committee, which has the direct authority to appoint, compensate, oversee the work of and dismiss its compensation consultant. FW Cook attends meetings of our Compensation and Talent Committee, as requested. FW Cook provides various executive compensation services to our Compensation and Talent Committee, including advising our Compensation and Talent Committee on the principal aspects of our Chief Executive Officer’s compensation and evolving industry practices, and providing market information and analyses regarding the competitiveness of our program design for both our executive officers and the non-employee members of our Board. During 2023, FW Cook served solely as a consultant to our Compensation and Talent Committee and did not provide any other services to Gilead. Our Compensation and Talent Committee has determined that FW Cook is independent, and the work of FW Cook on behalf of our Compensation and Talent Committee did not raise any conflict of interest based on the six factors for assessing independence and identifying potential conflicts of interest as set forth in Exchange Act Rule 10C-1(b)(4), the listing standards of Nasdaq and such other factors as were deemed relevant under the circumstances.
Use of Market Data
Use of Market Data Individual compensation levels and opportunities for our Named Executive Officers are compared to a peer group of biopharmaceutical and pharmaceutical companies headquartered in the U.S. that are most similar to us in terms of business strategy, labor market competition, market capitalization, revenue and number of employees. Our compensation peer group for 2023, which was identified based on these objective selection criteria and remained unchanged from the peer group for 2022, comprised these 10 companies:
Use of Market Data
| Compensation Peer Group | | | | | AbbVie Inc. | Bristol Myers Squibb Company | Merck & Co., Inc. | Vertex Pharmaceuticals Incorporated | | Amgen Inc. | Eli Lilly and Company | Pfizer Inc. | | | Biogen Inc. | Johnson & Johnson | Regeneron Pharmaceuticals, Inc. | |
Use of Market Data
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Use of Market Data
The following chart represents our position relative to our peer group on two key selection criteria at the time the 2023 compensation peer group was approved in July 2022 (based on publicly available information as of June 2022).
Use of Market Data
| | Revenue(1) | Market Capitalization(2) | | | in $ Millions | in $ Millions | | Peer Group Median | $38,141 | $194,568 | | Gilead Sciences, Inc. | $27,472 | $78,532 |
Use of Market Data
| (1) Revenues represent amounts reported during the four most recent quarters (from April 1, 2021 to March 31, 2022). | | (2) Market capitalization represents a 30-day average capitalization as of June 1, 2022. |
Use of Market Data
Our compensation peer group includes industry competitors we believe are most like us in terms of business complexity and product life cycle. We also include companies that fall within specified revenue and market capitalization ranges. These ranges are broad enough to ensure we can maintain a sufficient number of peer companies. This is especially important as our industry experiences a number of mergers and acquisitions each year, thereby reducing the number of relevant peer company choices. Our Compensation and Talent Committee reviews the companies in our compensation peer group annually and makes adjustments as necessary so that the comparator companies properly reflect the market in which we compete for executive talent. We also review the executive pay practices of similarly situated companies as reported in industry surveys and reports. In practice, our Compensation and Talent Committee has not targeted a specific percentile relative to our compensation peer group for individual components of our total compensation. Instead, we take a holistic perspective in establishing total compensation for our executive officers, considering internal pay equity that recognizes officers’ relative experience, responsibilities and individual capabilities in addition to external market compensation practices.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Eligible employees (including our executive officers) can enroll in our Deferred Compensation Plan and defer a portion of their base salaries and part or all their annual incentives and commissions. Gilead generally does not provide any matching contributions to the Deferred Compensation Plan. However, to compensate for pension benefits Mr. O’Day forfeited with his previous employer when he joined Gilead, we agreed as part of the negotiations over his offer letter to credit a $750,000 employer contribution to Mr. O’Day’s individual deferred compensation account for each of the first five years of his service, including in 2023. The last such contribution was credited to his account in March 2024. Each participant may direct the investment of his or her deferred compensation account balance into investment choices that mirror substantially all the investment funds available under our 401(k) savings plan. None of these investment alternatives result in “above-market” interest for disclosure purposes. For further information on the deferred compensation arrangements of our Named Executive Officers, see the 2023 Nonqualified Deferred Compensation table on page 75.
Severance Benefits
Severance Benefits We maintain the Gilead Sciences, Inc. Severance Plan (the “Severance Plan”) that offers severance payments and benefits to all our employees, including our executive officers, upon certain involuntary terminations of employment. The intent of our Severance Plan is to:
Severance Benefits
| | Enable us to provide a standard set of payments and benefits to new and current executive officers and employees. |
Severance Benefits
| | Align the interests of our executive officers with those of our stockholders by enabling our executive officers to consider corporate transactions that are in the best interests of our stockholders and other stakeholders without undue concern over whether a transaction may jeopardize their employment. |
Severance Benefits
| | Assure our executive officers of fair treatment in connection with a change in control of Gilead by providing for payments and benefits under the Severance Plan subject to a “double trigger,” which means that an executive officer will be eligible to receive payments and benefits under the Severance Plan in connection with a change in control of Gilead only if he or she incurs a qualifying termination of employment. |
Severance Benefits
In addition, the Severance Plan does not provide “gross-up” payments on any excise tax imposed on any change in control benefits.
Compensation-Related Risk
| | For our broad-based employee population with a title of Senior Director or higher, a significant component of compensation is in the form of equity awards tied to the value of our common stock. |
Compensation-Related Risk
| | The vesting of performance share awards is tied to our relative TSR and revenue achievement over prescribed performance periods. |
Compensation-Related Risk
| | Our overall compensation structure is not excessively oriented toward short-term incentives. |
Compensation-Related Risk
| | The performance goals for our 2023 annual incentive program were based on both financial and non-financial corporate measures as well as individual performance (except with respect to our Chief Executive Officer, whose performance is evaluated solely on corporate measures). |
Compensation-Related Risk
| | Our clawback policies permit us to recoup cash incentives and equity awards paid to our executive officers if financial results have to be subsequently restated, including the full amount of such awards if the restatement is a result of their misconduct or our executive officers otherwise engage in significant misconduct resulting in a violation of significant company policy, law or regulation that caused material financial, operational or reputational harm to Gilead, including the failure to appropriately supervise a subordinate employee who engaged in misconduct. |
Severance and Change in Control Arrangements with Named Executive Officers
Severance and Change in Control Arrangements with Named Executive Officers Although the employment of the Named Executive Officers is “at will,” they are eligible to receive certain severance payments and benefits upon their termination of employment under certain defined circumstances. There are four general categories of termination:
Severance and Change in Control Arrangements with Named Executive Officers
| | Voluntary Termination/For Cause Termination: includes a voluntary termination of employment by the Named Executive Officer (other than in connection with a resignation for Good Reason) prior to reaching applicable retirement age and a termination of the Named Executive Officer’s employment by us for Cause. |
Severance and Change in Control Arrangements with Named Executive Officers
| | Retirement: includes a termination of employment by the Named Executive Officer after reaching the applicable retirement age, other than a termination of the Named Executive Officer’s employment by us for Cause. |
Severance and Change in Control Arrangements with Named Executive Officers
| | Involuntary Termination Without Cause/Good Reason Resignation: includes a termination of the Named Executive Officer’s employment by us for reasons not constituting Cause, including a resignation as a result of a change in the executive’s work location by more than a specified distance. |
Severance and Change in Control Arrangements with Named Executive Officers
| | Change in Control Termination: includes a termination of the Named Executive Officer’s employment by us without Cause, or the resignation of the Named Executive Officer for Good Reason, within the applicable change in control protection period following a change in control of Gilead (i.e., “double trigger”). |
Severance and Change in Control Arrangements with Named Executive Officers
For purposes of determining a Named Executive Officer’s eligibility for the various severance payments and benefits available under the Severance Plan, individual offer letters, and our equity plan, the following definitions are relevant: A “change in control of Gilead” will be deemed to occur upon:
Severance and Change in Control Arrangements with Named Executive Officers
| | a merger, consolidation or other reorganization approved by our stockholders, unless our stockholders continue to own more than 50% of the total combined voting power of the voting securities of the successor corporation; |
Severance and Change in Control Arrangements with Named Executive Officers
| | a sale of all or substantially all our assets; or |
Severance and Change in Control Arrangements with Named Executive Officers
| | the acquisition by any person or related group of persons of more than 50% of the total combined voting power of our outstanding securities, or a change in the majority of the members of our Board over a 12-month or shorter period by reason of one or more contested elections for Board membership. |
Severance and Change in Control Arrangements with Named Executive Officers
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Severance and Change in Control Arrangements with Named Executive Officers
Under the Severance Plan and our equity plan, a resignation for Good Reason is defined as “Constructive Termination” and generally will be deemed to occur should a Named Executive Officer resign from his or her employment with us for any of the following reasons during the applicable change in control protection period:
Severance and Change in Control Arrangements with Named Executive Officers
| | an adverse change in his or her title, position or responsibilities (including reporting responsibilities) or the assignment to him or her of any duties or responsibilities which are inconsistent with his or her title, position or responsibilities; |
Severance and Change in Control Arrangements with Named Executive Officers
| | a reduction in his or her annual base compensation; |
Severance and Change in Control Arrangements with Named Executive Officers
| | his or her permanent relocation to any place outside a 50-mile radius of the location serving as his or her existing principal work site; |
Severance and Change in Control Arrangements with Named Executive Officers
| | the failure by the new company to continue in effect any material compensation or employee benefit plan in which he or she was participating or to provide him or her with an aggregate level of compensation and benefits comparable to that in effect for him or her prior to the change; or |
Severance and Change in Control Arrangements with Named Executive Officers
| | any material breach by the new company of any provision of any agreement we have with the Named Executive Officer. |
Severance and Change in Control Arrangements with Named Executive Officers
In addition, a resignation following a required relocation, without consent, to a new work location that is more than 50 miles from the executive’s previous work location is also a Good Reason trigger under our Severance Plan outside the context of a change in control. Mr. O’Day and Ms. Telman also have definitions of “Good Reason” under their individual offer letters with us, which generally allow for a “Good Reason” resignation, after a notice and cure period, and in the case of Ms. Telman, if resignation occurs on or before July 25, 2024, upon:
Severance and Change in Control Arrangements with Named Executive Officers
| | an adverse change in employment status, title, position or responsibilities (including reporting responsibilities); |
Severance and Change in Control Arrangements with Named Executive Officers
| | a reduction in annual base compensation |
Severance and Change in Control Arrangements with Named Executive Officers
| | a required relocation to any place outside a specified radius of the greater Foster City, California area; or |
Severance and Change in Control Arrangements with Named Executive Officers
| | for Mr. O’Day, a material breach by the company or any subsidiary of the terms of his offer letter or of any written equity award agreement between him and the company. |
Severance and Change in Control Arrangements with Named Executive Officers
A Named Executive Officer’s employment will be deemed to have been terminated “for Cause” if such termination occurs by reason of:
Severance and Change in Control Arrangements with Named Executive Officers
| | any act or omission in bad faith and to our detriment; |
Severance and Change in Control Arrangements with Named Executive Officers
| | dishonesty, intentional misconduct, material violation of any company policy or material breach of any agreement with us; |
Severance and Change in Control Arrangements with Named Executive Officers
| | commission of any crime involving dishonesty, breach of trust or physical or emotional harm to any person; or |
Severance and Change in Control Arrangements with Named Executive Officers
| | poor performance, nonperformance or neglect of duties owed to us or insubordination. |
Severance and Change in Control Arrangements with Named Executive Officers
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Severance and Change in Control Arrangements with Named Executive Officers
The following table summarizes the payments and benefits that each currently employed Named Executive Officer is eligible to receive on various termination of employment scenarios.
Severance and Change in Control Arrangements with Named Executive Officers
| Type of Termination | | | Voluntary or “For Cause” Termination | ► No severance payments. ► Accrued base salary and vacation pay. ► Vested but unpaid benefits. | | Retirement(1) | ► To the extent retirement occurs at least 12 months after grant date, continued vesting of and five-year post-retirement exercise period (subject to existing expiration date) for stock options granted in or after 2019. Three-year post-retirement exercise period for vested stock options granted in or prior to 2018. ► Continued vesting of 100% of performance shares for which performance goals are attained, provided retirement occurs at least 12 months after grant date. ► Continued vesting of 100% of restricted stock units granted in or after 2019 in accordance with the standard vesting schedule, provided retirement occurs at least 12 months after grant date. | | Death or Disability | ► Accelerated vesting of equity awards (based on actual performance for completed performance periods and target performance for open performance periods for performance shares). ► For Mr. O’Day, crediting of any unpaid deferred compensation plan company contributions to his plan account. The last such contribution was made to his plan account in March 2024. | | Involuntary Termination without “Cause” or for “Good Reason” | ► Cash severance equal to 1.5 times (2.0 times for Mr. O’Day) base salary + 1.0 times (2.0 times for Mr. O’Day) average cash incentive for prior three fiscal years (or such fewer number of complete fiscal years of employment). ► Pro-rata annual cash incentive for year of termination based on actual results attained. ► Lump-sum payment to cover the estimated cost of COBRA premiums for 18 months (or 24 months for Mr. O’Day). ► Outplacement services for 6 months (12 months for Mr. O’Day). ► For Mr. O’Day, crediting of any unpaid deferred compensation plan company contributions to his plan account. The last such contribution was made to his plan account in March 2024. ► For Ms. Telman, if termination occurs on or before July 25, 2024, accelerated vesting of make whole and new hire equity awards. | | Change in Control Termination (Involuntary Termination without “Cause” or Resignation for “Good Reason” within Change in Control Protection Period(2)) | ► Cash severance equal to 2.5 times (3.0 times for Mr. O’Day) base salary + 2.5 times (3.0 times for Mr. O’Day) average incentive for prior three fiscal years (or such fewer number of complete fiscal years of employment). ► Pro-rata annual incentive for year of termination based on average incentive paid over the prior three years (or such fewer number of complete fiscal years of employment). ► Lump-sum payment to cover the estimated cost of COBRA premiums for 30 months (36 months for Mr. O’Day). ► Outplacement services for 6 months (12 months for Mr. O’Day). ► For Mr. O’Day, crediting of any unpaid deferred compensation plan company contributions to his plan account. The last such contribution was made to his plan account in March 2024. ► 100% acceleration of stock option and restricted stock unit awards. ► Acceleration of unvested performance shares as follows: ► Accelerates at target if change in control occurs within first 12 months of performance period. ► If the change in control occurs following that 12-month period, then accelerates at greater of (i) target or (ii) actual performance through the end of the fiscal quarter prior to the change in control date. |
Severance and Change in Control Arrangements with Named Executive Officers
| (1) For equity awards granted in 2018 and prior years, retirement is defined as the termination of a Named Executive Officer’s employment with a combined age and years of service of not less than 70 years. For awards granted in and after 2019, retirement is defined as termination of employment after the Named Executive Officer (i) attains age 55 and has completed at least ten (10) years of continuous service or (ii) attains age 65. As of December 31, 2023, no Named Executive Officers were retirement eligible. | | (2) The change in control protection period would begin six months prior to the consummation of a change in control transaction and continue for a specified period following the effective date of the change in control transaction (24 months for Mr. O’Day and 18 months for the other Named Executive Officers). |
Severance and Change in Control Arrangements with Named Executive Officers
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Severance and Change in Control Arrangements with Named Executive Officers
A Named Executive Officer must deliver a general release of claims against Gilead as a condition of his or her receipt of payments and benefits under his or her offer letter or the Severance Plan. The cash severance component of those arrangements will be paid in a series of equal periodic installments in accordance with our normal payroll practices over a period of years corresponding to the applicable multiple of base salary indicated above for the Named Executive Officer. However, a portion of those installments may be subject to a six-month holdback to the extent required under applicable tax laws. The estimated severance payments and benefits for which a Named Executive Officer would have become eligible if his or her employment terminated under these various scenarios are set forth in the table on page 76. The estimated amounts assume:
Severance and Change in Control Arrangements with Named Executive Officers
| ► | that the covered termination of employment occurred on December 31, 2023; and | | ► | the value of any equity vesting is based on the closing market price of our common stock on December 31, 2023. |
Severance and Change in Control Arrangements with Named Executive Officers
The table on page 76 does not include accrued wages, vacation accrual, vested deferred compensation or the intrinsic value (as of December 31, 2023) of any outstanding stock options or other stock awards held by the Named Executive Officer that were vested on that date. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the Named Executive Officers should a separation from service or change in control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, our stock price, target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event, and the executive’s age and prevailing tax rates.
Severance and Change in Control Arrangements with Named Executive Officers
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CEO Pay Ratio
CEO Pay Ratio We present below the ratio of annual total compensation of our median compensated employee to the annual total compensation of Mr. O’Day. The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For 2023, we identified our median compensated employee from the 18,157 full-time and part-time workers who were included as employees on our payroll records as of October 1, 2023 based on year-to-date base salary, incentive compensation, commissions and vested equity values, with conforming adjustments for employees who were hired during that period but did not work the full nine months. The 2023 total compensation for Mr. O’Day was $22,607,690. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median compensated employee was $205,866. The ratio of Mr. O’Day’s total compensation to our median compensated employee’s total annual compensation for fiscal year 2023 is 110 to 1.
CEO Pay Ratio
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Summary Compensation Table
Summary Compensation Table The following table shows, for the fiscal years 2023, 2022 and 2021, compensation awarded to, paid to, or earned by, our Named Executive Officers (“NEOs”). Ms. Telman commenced employment with us in 2022 and therefore was not an NEO prior to 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(1)(5) | Total | | Daniel P. O’Day Chairman and Chief Executive Officer | 2023 | $1,740,962 | $— | $11,865,090(4) | $3,749,966 | $4,036,200 | $1,215,472 | $22,607,690 | | | 2022 | $1,691,154 | $— | $10,603,901 | $3,750,014 | $4,716,480 | $859,704 | $21,621,253 | | | 2021 | $1,650,000 | $— | $9,764,060 | $3,375,004 | $3,446,190 | $994,212 | $19,229,466 | | Andrew D. Dickinson Chief Financial Officer | 2023 | $1,052,396 | $— | $4,143,271(4) | $1,299,966 | $1,574,304 | $37,886 | $8,107,823 | | | 2022 | $1,018,419 | $— | $3,992,603 | $1,474,983 | $1,885,572 | $31,121 | $8,402,698 | | | 2021 | $973,567 | $— | $2,862,493 | $1,049,984 | $1,558,751 | $15,000 | $6,459,795 | | Johanna Mercier Chief Commercial Officer | 2023 | $1,114,035 | $— | $4,190,733(4) | $1,299,966 | $1,805,440 | $176,580 | $8,586,754 | | | 2022 | $1,081,471 | $— | $4,301,757 | $1,612,496 | $1,995,732 | $244,997 | $9,236,453 | | | 2021 | $1,050,428 | $— | $2,620,663 | $1,012,485 | $1,557,231 | $311,790 | $6,552,597 | | Merdad V. Parsey, M.D., Ph.D. Chief Medical Officer | 2023 | $1,108,215 | $— | $4,269,768(4) | $1,324,984 | $1,657,632 | $26,248 | $8,386,847 | | | 2022 | $1,072,800 | $— | $4,350,004 | $1,612,496 | $1,986,552 | $15,362 | $9,037,214 | | | 2021 | $1,024,808 | $— | $2,773,579 | $1,062,502 | $1,640,790 | $15,000 | $6,516,679 | | Deborah H. Telman Executive Vice President, Corporate Affairs and General Counsel | 2023 | $936,865 | $— | $1,895,703(4) | $812,512 | $1,288,980 | $337,168 | $5,271,228 | | | 2022 | $380,769 | $1,200,000 | $1,999,890 | $499,979 | $536,548 | $205,763 | $4,822,949 |
Summary Compensation Table
| (1) Includes amounts earned but deferred at the election of the NEO pursuant to our 401(k) savings plan and our non-qualified deferred compensation plan. | | (2) Represents the aggregate grant-date fair value of the equity-based awards, including restricted stock units (“RSUs”), performance shares and stock options granted to the NEOs for the applicable year under our 2022 Equity Incentive Plan (the “2022 Plan”), or our 2004 Equity Incentive Plan (the “2004 Plan,” collectively the “Equity Incentive Plans”), as applicable, calculated in accordance with FASB ASC Topic 718 (“Topic 718”), and does not take into account estimated forfeitures. Assumptions used in the calculation of such grant-date fair values are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for such fiscal year. Also, see the 2023 Grants of Plan-Based Awards table on page 70 for additional information. | | (3) For 2023, represents amounts paid in March 2024 based on our Compensation and Talent Committee’s review and certification of corporate performance for Mr. O’Day and certification of corporate performance and individual achievements for all other NEOs in 2023 pursuant to our annual incentive plan. | | (4) Includes the aggregate grant-date fair value of the performance shares determined in accordance with Topic 718. Performance objectives have been set for only certain tranches of the awards granted in each year and the associated grant-date fair values of those tranches have been incorporated in the table above. Tranches for which performance objectives have not been set do not have a reportable grant-date fair value under Topic 718 and therefore, are not included in the table above. Accordingly, amounts reported for 2023 reflect the grant-date fair value of awards granted in 2023 that are subject to a three-year Relative TSR performance condition and the portions of the 2021, 2022 and 2023 awards that are subject to the 2023 revenue goal. The aggregate grant-date fair values of the awards reported for 2023 (the Relative TSR tranche of the 2023 performance shares and the 2023 revenue subtranches of the 2021, 2022 and 2023 performance shares, as applicable), assuming maximum attainment of the applicable performance goals in effect for those tranches and subtranches, are as follows: $16,230,150 for Mr. O’Day, $5,686,893 for Mr. Dickinson, $5,781,816 for Ms. Mercier, $5,889,801 for Dr. Parsey, and $2,166,426 for Ms. Telman. As described in the Compensation Discussion and Analysis, the revenue subtranches of the 2022 and 2023 performance shares for which performance objectives have not yet been set do not at present have a reportable grant-date fair value under Topic 718. The grant-date fair values assume maximum goal attainment only as to those tranches or subtranches that at present have a reportable grant-date fair value. Assumptions used in the calculation of such grant-date fair values are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for such fiscal year. | | See footnotes 4, 5, 6, and 7 to the 2023 Grants of Plan-Based Awards table on page 70 for a detailed description of the terms of the 2023 performance shares. | | (5) Includes the 2023 value of perquisites and other personal benefits, contributions by the company (the “Company”) to our Section 401(k) savings plan, and term life insurance premiums. |
Summary Compensation Table
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Summary Compensation Table
| Name | Perquisite and Other Personal Benefits ($) | Contributions to Section 401(k) plan ($) | Insurance Premiums ($) | Total ($) | | Daniel P. O’Day | $1,192,990 | $15,000 | $7,482 | $1,215,472 | | Andrew D. Dickinson | $18,884 | $15,000 | $4,002 | $37,886 | | Johanna Mercier | $157,578 | $15,000 | $4,002 | $176,580 | | Merdad V. Parsey, M.D., Ph.D. | $380 | $15,000 | $10,868 | $26,248 | | Deborah H. Telman | $314,686 | $15,000 | $7,482 | $337,168 |
Summary Compensation Table
Mr. O’Day: $1,192,990, which includes (i) $750,000 of Company contributions to Mr. O’Day’s deferred compensation plan account, generally subject to his continued employment, Mr. O’Day’s deferred compensation plan account will be credited with the final payment of $750,000 on March 1, 2024, for an aggregate contribution of $3,750,000. These contributions were provided to compensate him for the forfeiture of his pension benefits with his former employer; (ii) $233,596 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft; (ii) $166,859 of aggregate incremental cost incurred by us for security services provided to Mr. O’Day; (iii) $28,283 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles; and (iv) $7,000 of costs incurred by us under the Executive Digital Protection program. After considering the recommendation of an independent, third-party security study and in response to specific threats and incidents, our Board of Directors requires the use of company-provided personal security, aircraft and a car and driver for most of our CEO’s travel, including personal travel. The incremental costs incurred by the company for these items has been determined to be necessary to promote our CEO’s personal safety and security. Mr. Dickinson: $18,884, which includes (i) $15,000 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles and (ii) $2,984 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft. Ms. Mercier: $157,578, which includes (i) $15,000 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles; (ii) $6,535 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft; and (iii) $136,044 of relocation subsidy reimbursement to Ms. Mercier, which includes tax reimbursements of $5,668. The relocation support given to Ms. Mercier is consistent with Gilead’s standard practice for all employees eligible under Gilead’s mobility program. Ms. Telman: $314,686, which includes (i) $15,000 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles; (ii) $43,126 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft; and (iii) $255,661 of relocation subsidy reimbursement to Ms. Telman, which includes tax reimbursements of $130,992. The relocation support given to Ms. Telman is consistent with Gilead’s standard practice for all employees eligible under Gilead’s mobility program. Our other Named Executive Officers are permitted limited use of the company-provided aircraft and a company car and driver for personal travel, primarily commuting, which allow for enhanced security, efficiency and availability, contributing to the amount of time they can spend on company business.
Summary Compensation Table
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2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table sets forth certain additional information regarding grants of plan-based awards to our NEOs for the 2023 fiscal year:
2023 Grants of Plan-Based Awards
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number | All Other Option Awards: Number of | Exercise or Base | Grant-Date Fair Value | | Name | Award Type | Grant Date | Approval Date | Threshold | Target | Maximum | Threshold | Target | Maximum | of Shares of Stock or Units(2) | Securities Underlying Options | Price of Option Award | of Stock and Option Award(3) | | Daniel P. O’Day | 2021 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 3,521 | 17,603(4)(5) | 35,206 | — | — | — | $1,399,439 | | | 2022 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 4,316 | 21,582(4)(6) | 43,164 | — | — | — | $1,715,769 | | | 2023 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 3,155 | 58,514(4)(7) | 117,028 | — | — | — | $4,999,868 | | | 2023 option awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | — | 215,095(8) | 79.5 | $3,749,966 | | | 2023 restricted stock unit awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | 47,170(9) | — | — | $3,750,015 | | | Corporate bonus | N/A | NA | — | $2,625,000 | $5,250,000 | — | — | — | — | — | — | — | | Andrew D. Dickinson | 2021 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,095 | 5,476(4)(5) | 10,952 | — | — | — | $435,342 | | | 2022 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,698 | 8,488(4)(6) | 16,976 | — | — | — | $674,796 | | | 2023 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,094 | 20,285(4)(7) | 40,570 | — | — | — | $1,733,308 | | | 2023 option awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | — | 74,565(8) | 79.5 | $1,299,966 | | | 2023 restricted stock unit awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | 16,350(9) | — | — | $1,299,825 | | | Corporate bonus | N/A | NA | — | $1,058,000 | $2,116,000 | — | — | — | — | — | — | — | | Johanna Mercier | 2021 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,056 | 5,281(4)(5) | 10,562 | — | — | — | $419,840 | | | 2022 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,856 | 9,280(4)(6) | 18,560 | — | — | — | $737,760 | | | 2023 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,094 | 20,285(4)(7) | 40,570 | — | — | — | $1,733,308 | | | 2023 option awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | — | 74,565(8) | 79.5 | $1,299,966 | | | 2023 restricted stock unit awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | 16,350(9) | — | — | 1,299,825 | | | Corporate bonus | N/A | NA | — | $1,120,000 | $2,240,000 | — | — | — | — | — | — | — | | Merdad V. Parsey, M.D., Ph.D. | 2021 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,108 | 5,541(4)(5) | 11,082 | — | — | — | $440,510 | | | 2022 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,856 | 9,280(4)(6) | 18,560 | — | — | — | $737,760 | | | 2023 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 1,115 | 20,675(4)(7) | 41,350 | — | — | — | $1,766,631 | | | 2023 option awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | — | 76,000(8) | 79.5 | $1,324,984 | | | 2023 restricted stock unit awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | 16,665(9) | — | — | $1,324,868 | | | Corporate bonus | N/A | NA | — | $1,114,000 | $2,228,000 | — | — | — | — | — | — | — | | Deborah H. Telman | 2023 performance shares | 3/10/2023 | 1/24/2023 | — | — | — | 684 | 12,677(4)(7) | 25,354 | — | — | — | $1,083,213 | | | 2023 option awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | — | 46,605(8) | 79.5 | $812,512 | | | 2023 restricted stock unit awards | 3/10/2023 | 1/24/2023 | — | — | — | — | — | — | 10,220(9) | — | — | $812,490 | | | Corporate bonus | N/A | NA | — | $945,000 | $1,890,000 | — | — | — | — | — | — | — |
2023 Grants of Plan-Based Awards
| (1) Actual amounts paid in early 2024 were based on our Compensation and Talent Committee’s review and certification of corporate performance and individual achievements in 2023 under our annual bonus program and are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 68. | | (2) Performance shares and RSU awards granted under the Equity Incentive Plans accrue forfeitable dividend equivalents that are subject to the same vesting and other terms and conditions as the corresponding performance shares and RSU awards. Dividend equivalents are accumulated and paid in cash when and to the extent the underlying shares are issued. Amounts in the “Threshold” column represent the number of shares of our common stock issuable (e.g., 20% of the target number of performance shares allotted to the revenue subtranche and 0.025% of the target number of performance shares allotted to the Total Shareholder Return (Relative TSR) tranche) upon threshold-level achievement of the performance goals described in footnotes 5, 6 and 7 below. If threshold level performance is not achieved, no shares are issuable. | | (3) Represents the grant-date fair value of each equity award, calculated in accordance with Topic 718, and does not take into account estimated forfeitures. The grant-date fair value of the performance shares awarded is based on the probable outcome of 100% target level attainment of the pre-established performance objectives and the assumptions used in the calculation of the grant-date fair value of options are set forth in Note 14 to our Consolidated Financial Statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for such fiscal year. |
2023 Grants of Plan-Based Awards
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2023 Grants of Plan-Based Awards
| (4) Performance objectives were set for certain tranches of performance shares which were approved in prior years by our Compensation and Talent Committee and the associated grant-date fair value of those tranches has been incorporated in the table above (i.e., the performance objectives for the third subtranche of the 2021 revenue-based performance shares, and the second subtranche of the 2022 revenue-based performance shares for Mr. O’Day, Mr. Dickinson, Ms. Mercier and Dr. Parsey). Performance shares that had no grant date as the performance objectives had not yet been defined as of the close of the 2023 fiscal year, and therefore, do not have a reportable 2023 grant-date fair value under Topic 718 are excluded from the Summary Compensation Table and the table above (i.e., the performance objectives for the third subtranche of the 2022 revenue-based performance shares and the second and third subtranches of the 2023 revenue-based performance shares). | | Because of changes in our stock price between the date of the approval by our Compensation and Talent Committee and the time when the performance objectives are established, the reported grant-date fair value of the performance shares differs from the award value approved by our Compensation and Talent Committee. In addition, because the second and third subtranches of the 2023 revenue-based performance shares are excluded from the Summary Compensation Table and the table above, only approximately two-thirds of the value of performance shares awarded in 2023 is included in the two tables. The value of the relevant performance shares awarded to our NEOs is as set forth below: |
2023 Grants of Plan-Based Awards
| | Performance Share Award Value Approved By Our Compensation and | Performance shares at Target based on Compensation and Talent Committee Approval (# of Shares) | | | Executive Officer | Talent Committee | Relative TSR | Revenue | | Mr. O’Day | $7,500,000 | 42,790 | 47,170 | | Mr. Dickinson | $2,600,000 | 14,835 | 16,350 | | Ms. Mercier | $2,600,000 | 14,835 | 16,350 | | Dr. Parsey | $2,650,000 | 15,120 | 16,665 | | Ms. Telman | $1,625,000 | 9,270 | 10,220 |
2023 Grants of Plan-Based Awards
| (5) Represents the 2023 revenue subtranche of performance shares awarded in 2021 under the 2004 Plan, as that value was measured on March 10, 2023, the date on which the revenue target for that particular subtranche was first communicated to the NEOs (following approval by our Compensation and Talent Committee). Although such subtranche was part of the performance share awards originally granted on March 10, 2021, no grant-date fair value could be determined for that subtranche under Topic 718 until March 10, 2023. | | The 2021 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee similar to the description of the 2023 performance shares in footnote 7 below. Based on the terms of the awards, any shares accrued on the basis of the applicable level of Relative TSR goal attainment are also subject to a service-vesting condition that generally requires continued service with us through the date following the completion of the performance period on which our Compensation and Talent Committee certifies the Relative TSR level attained (the “Relative TSR-based Awards Certification Date”). The Relative TSR three-year performance period is from March 1, 2021 through December 31, 2023. Based on the terms of the awards, any shares accrued on the basis of the applicable level of revenue goal attainment are also subject to a service-vesting condition that requires continued service with us through the date following the completion of the third subtranche performance period on which our Compensation and Talent Committee certifies the attained level of the consolidated net product revenue goal applicable to the third subtranche (the “Revenue-based Awards Certification Date”), subject to pro-rata vesting in the event of death, disability or retirement before that date. | | (6) Represents the 2023 revenue subtranche of performance shares awarded in 2022 under the 2004 Plan, as that value was measured on March 10, 2023, the date on which the revenue target for that particular subtranche was first communicated to the NEOs (following approval by our Compensation and Talent Committee). Although such subtranche was part of the performance share awards originally granted on March 10, 2022, no grant-date fair value could be determined for that subtranche under Topic 718 until March 10, 2023. | | The 2022 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee similar to the description of the 2023 performance shares in footnote 7 below. Based on the terms of the awards, any shares accrued on the basis of the applicable level of Relative TSR goal attainment are also subject to a service-vesting condition that generally requires continued service with us through the date following the completion of the performance period on which our Compensation and Talent Committee certifies the Relative TSR level attained (the “Relative TSR-based Awards Certification Date”). The Relative TSR three-year performance period is from March 1, 2022 through December 31, 2024. Based on the terms of the awards, any shares accrued on the basis of the applicable level of revenue goal attainment are also subject to a service-vesting condition that requires continued service with us through the date following the completion of the third subtranche performance period on which our Compensation and Talent Committee certifies the attained level of the consolidated net product revenue goal applicable to the third subtranche (the “Revenue-based Awards Certification Date”), subject to pro-rata vesting in the event of death, disability or retirement before that date. | | Since the revenue goal for the third subtranche of the 2022 performance share award had not been set by our Compensation and Talent Committee as of the close of the 2023 fiscal year, that subtranche does not have a determinable grant-date fair value under Topic 718 for the 2023 fiscal year. | | (7) Represents the 2023 performance shares awarded on March 10, 2023 under the 2022 Plan. | | The 2023 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee. The performance-based vesting requirement for the Relative TSR tranche was set by our Compensation and Talent Committee on January 24, 2023 and is tied to the percentile level of our TSR for the three-year performance period from March 1, 2023 through December 31, 2025 relative to the TSR realized for that same period by the companies comprising three subsets of the S&P Health Sub-Index. Based on the terms of the awards, to receive any shares of our common stock accrued pursuant to this Relative TSR tranche, an executive officer must remain employed with us through the Relative TSR-based Awards Certification Date, subject to pro-rata vesting in the event of death, disability or retirement before that date. | | The performance-based vesting requirement for the revenue tranche of each performance award is divided into three equal subtranches, each with its own one-year performance period and applicable service period of one or more specified years, as follows: | | The performance-based vesting requirement for the first subtranche was the achievement of the target level of consolidated net product revenue for the 2023 fiscal year as set by our Compensation and Talent Committee. The grant-date fair value of that particular subtranche was measured on March 10, 2023, in accordance with Topic 718. Based on the terms of the awards, any shares accrued on the basis of revenue goal attainment for this subtranche are also subject to a service-vesting condition that requires continued service through the Revenue-based Awards Certification Date. | | Since the revenue goals for the second and third subtranches of the revenue tranche of the 2023 performance shares had not been set by our Compensation and Talent Committee as of the close of the 2023 fiscal year, those subtranches do not have a determinable grant-date fair value under Topic 718 for the 2023 fiscal year. | | (8) Reflects option awards granted under our 2022 Plan, the terms of which are consistent with those of options granted to other employees under the Equity Incentive Plans. The options vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the optionee’s employment over the next 36 months. Subject to earlier forfeiture, the maximum term of such options is 10 years. The exercise price per share of each option granted was equal to the closing market price of our common stock on the grant date or the closing market price on the day before the grant date if the grant date is not on a business day. | | (9) Represents time-based RSU awards granted under the 2022 Plan that vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the awardee’s employment over the next 36 months. |
2023 Grants of Plan-Based Awards
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2023 Outstanding Equity Awards at Fiscal Year-End
2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding each unexercised option award and unvested stock award held by each of our NEOs as of December 31, 2023. Market values are based on our closing stock price on December 29, 2023, the last trading day of 2023, of $81.01:
2023 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | Stock Awards(3) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Daniel P. O’Day | 231,280 | — | $66.01 | 3/1/2029 | — | — | — | — | | | 240,581 | 16,039 | $72.34 | 3/10/2030 | — | — | — | — | | | 211,306 | 96,049 | $63.91 | 3/10/2031 | — | — | — | — | | | 174,665 | 224,570 | $57.92 | 3/10/2032 | — | — | — | — | | | — | 215,095 | $79.50 | 3/10/2033 | — | — | — | — | | | — | — | — | — | 35,206(4) | $2,852,038 | — | — | | | — | — | — | — | 85,460(5) | $6,923,115 | — | — | | | — | — | — | — | 35,206(6) | $2,852,038 | — | — | | | — | — | — | — | 24,005(7) | $1,944,630 | — | — | | | — | — | — | — | 43,164(8) | $3,496,716 | 63,200(9) | $5,119,832 | | | — | — | — | — | 29,429(10) | $2,384,061 | — | — | | | — | — | — | — | 21,441(11) | $1,736,955 | 42,790(12) | $3,466,418 | | | — | — | — | — | 10,800(13) | $874,908 | — | — | | | — | — | — | — | 16,503(14) | $1,336,908 | — | — | | | — | — | — | — | 36,419(14) | $2,950,303 | — | — | | | — | — | — | — | 47,170(15) | $3,821,242 | — | — | | Andrew D. Dickinson | 65,960 | — | $72.70 | 12/10/2026 | — | — | — | — | | | 43,340 | — | $72.70 | 8/10/2027 | — | — | — | — | | | 18,630 | — | $73.77 | 11/10/2027 | — | — | — | — | | | 18,210 | — | $83.49 | 2/1/2028 | — | — | — | — | | | 15,600 | — | $80.72 | 3/10/2028 | — | — | — | — | | | 60,885 | — | $71.91 | 6/10/2028 | — | — | — | — | | | 33,660 | — | $68.75 | 2/6/2029 | — | — | — | — | | | 44,160 | — | $65.38 | 11/10/2029 | — | — | — | — | | | 67,359 | 4,491 | $72.34 | 3/10/2030 | — | — | — | — | | | 65,738 | 29,882 | $63.91 | 3/10/2031 | — | — | — | — | | | 68,701 | 88,329 | $57.92 | 3/10/2032 | — | — | — | — | | | — | 74,565 | $79.50 | 3/10/2033 | — | — | — | — | | | — | — | — | — | 10,954(4) | $887,384 | — | — | | | — | — | — | — | 26,580(5) | $2,153,246 | — | — | | | — | — | — | — | 10,954(6) | $887,384 | — | — | | | — | — | — | — | 7,467(7) | $604,908 | — | — | | | — | — | — | — | 16,978(8) | $1,375,388 | 24,860(9) | $2,013,909 | | | — | — | — | — | 11,574(10) | $937,629 | — | — | | | — | — | — | — | 7,432(11) | $602,036 | 14,835(12) | $1,201,783 | | | — | — | — | — | 3,025(13) | $245,055 | — | — | | | — | — | — | — | 5,135(14) | $415,986 | — | — | | | — | — | — | — | 14,324(14) | $1,160,387 | — | — | | | — | — | — | — | 16,350(15) | $1,324,514 | — | — | | | — | — | — | — | — | — | — | — |
2023 Outstanding Equity Awards at Fiscal Year-End
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2023 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | Stock Awards(3) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Johanna Mercier | 148,110 | — | $66.64 | 7/24/2029 | — | — | — | — | | | 67,359 | 4,491 | $72.34 | 3/10/2030 | — | — | — | — | | | 63,391 | 28,814 | $63.91 | 3/10/2031 | — | — | — | — | | | 75,106 | 96,564 | $57.92 | 3/10/2032 | — | — | — | — | | | — | 74,565 | $79.50 | 3/10/2033 | — | — | — | — | | | — | — | — | — | 10,562(4) | $855,628 | — | — | | | — | — | — | — | 25,640(5) | $2,077,096 | — | — | | | — | — | — | — | 10,564(6) | $855,790 | — | — | | | — | — | — | — | 7,203(7) | $583,477 | — | — | | | — | — | — | — | 18,560(8) | $1,503,546 | 27,170(9) | $2,201,042 | | | — | — | — | — | 12,654(10) | $1,025,117 | — | — | | | — | — | — | — | 7,432(11) | $602,036 | 14,835(12) | $1,201,783 | | | — | — | — | — | 3,025(13) | $245,055 | — | — | | | — | — | — | — | 4,952(14) | $401,162 | — | — | | | — | — | — | — | 15,660(14) | $1,268,617 | — | — | | | — | — | — | — | 16,350(15) | $1,324,514 | — | — | | Merdad V. Parsey M.D., Ph.D. | 88,315 | — | $65.38 | 11/10/2029 | — | — | — | — | | | 76,987 | 5,133 | $72.34 | 3/10/2030 | — | — | — | — | | | 66,522 | 30,238 | $63.91 | 3/10/2031 | — | — | — | — | | | 75,106 | 96,564 | $57.92 | 3/10/2032 | — | — | — | — | | | — | 76,000 | $79.50 | 3/10/2033 | — | — | — | — | | | — | — | — | — | 11,082(4) | $897,753 | — | — | | | | | | | 26,900(5) | $2,179,169 | — | — | | | — | — | — | — | 11,084(6) | $897,915 | — | — | | | — | — | — | — | 7,557(7) | $612,198 | — | — | | | — | — | — | — | 18,560(8) | $1,503,546 | 27,170(9) | $2,201,042 | | | — | — | — | — | 12,654(10) | $1,025,117 | — | — | | | — | — | — | — | 7,575(11) | $613,634 | 15,120(12) | $1,224,871 | | | — | — | — | — | 3,455(13) | $279,890 | — | — | | | — | — | — | — | 5,195(14) | $420,847 | — | — | | | — | — | — | — | 15,660(14) | $1,268,617 | — | — | | | | | | | 16,665(15) | $1,350,032 | — | — | | Deborah H. Telman | 15,193 | 33,427 | $60.75 | 7/25/2032 | — | — | — | — | | | — | 46,605 | $79.50 | 3/10/2033 | — | — | — | — | | | — | — | — | — | 4,646(11) | $376,355 | 9,270(12) | 750,963 | | | — | — | — | — | 5,658(15) | $458,355 | — | — | | | — | — | — | — | 16,459(16) | $1,333,344 | — | — | | | — | — | — | — | 10,220(15) | $827,922 | — | — |
2023 Outstanding Equity Awards at Fiscal Year-End
| (1) The options granted under the Equity Incentive Plans vest over a four-year period at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the optionee’s employment. Each option is exercisable over a period not to exceed the contractual term of ten years from the grant date. | | (2) The exercise price per share of each option granted was equal to the closing market price of our common stock on the grant date or the closing market price on the day before the grant date if the grant date was not a trading day. | | (3) Stock awards granted under the Equity Incentive Plans accrue forfeitable dividend equivalents that are subject to the same vesting and other terms and conditions as the corresponding stock awards. Dividend equivalents are accumulated and paid in cash when and to the extent that the underlying shares vest. | | (4) Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the 2021 performance shares, as described in footnote 5 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at the 200% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. |
2023 Outstanding Equity Awards at Fiscal Year-End
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2023 Outstanding Equity Awards at Fiscal Year-End
| (5) Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the 2021 performance shares, as described in footnote 5 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the relative TSR goal at 200% of the target level. The shares were released on January 31, 2024. | | (6) Represents the number of shares of our common stock that have accrued under the second revenue subtranche of the 2021 performance shares, as described in footnote 5 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at the 200% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. | | (7) Represents the number of shares of our common stock that have accrued under the third revenue subtranche of the 2021 performance shares, as described in footnote 5 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at 136% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. The shares were released on January 31, 2024. | | (8) Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the 2022 performance shares, as described in footnote 6 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at the 200% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. | | (9) Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the 2022 performance shares, as described in footnote 6 to the 2023 Grants of Plan-Based Awards table on page 70, assuming the established performance goal is attained at the target level. | | (10) Represents the number of shares of our common stock that have accrued under the second revenue subtranche of the 2022 performance shares, as described in footnote 6 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at 136% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. | | (11) Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the 2023 performance shares, as described in footnote 7 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at 136% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. | | (12) Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the 2023 performance shares, as described in footnote 7 to the 2023 Grants of Plan-Based Awards table on page 70, assuming the established performance goal is attained at the target level. | | (13) Represents time-based RSU awards under the 2004 Plan that vest at the rate of 25% on the first anniversary of the grant date and 25% on each subsequent anniversary during the awardee’s employment over the next 3 years. | | (14) Represents time-based RSU awards under the 2004 Plan that vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the awardee’s employment over the next 36 months. | | (15) Represents time-based RSU awards under the 2022 Plan that vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the awardee’s employment over the next 36 months. | | (16) Represents time-based RSU awards under the 2022 Plan that vest at the rate of 33% on the first anniversary of the grant date and 33% on each subsequent anniversary during the awardee’s employment over the next 2 years. |
2023 Outstanding Equity Awards at Fiscal Year-End
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2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table shows the number of shares acquired upon the vesting of RSUs and performance shares for each of our NEOs during the year ended December 31, 2023. None of our NEOs exercised any stock options during the year ended December 31, 2023.
2023 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Daniel P. O’Day | 200,338 | $16,506,156 | | Andrew D. Dickinson | 60,272 | $4,956,189 | | Johanna Mercier | 64,941 | $5,307,348 | | Merdad V. Parsey, M.D., Ph.D. | 63,506 | $5,231,423 | | Deborah H. Telman | 10,803 | $834,912 |
2023 Option Exercises and Stock Vested
| (1) Stock awards value realized is determined by multiplying (i) the closing market price of our common stock on the vesting date by (ii) the number of shares of common stock that vested on that date. |
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation The following table shows the contributions, earnings and account balances as of 2023 fiscal year end for our NEOs under our Deferred Compensation Plan:
2023 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year(1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year-End | | Daniel P. O’Day | $— | $750,000(2) | $563,100 | $— | $4,359,234(2) | | Andrew D. Dickinson | $105,240(3) | $— | $11,495 | $— | $116,735 | | Johanna Mercier | $— | $— | $— | $— | $— | | Merdad V. Parsey, M.D., Ph.D. | $198,655(4) | $— | $98,973 | $— | $1,887,687(4) | | Deborah H. Telman | $93,687(3) | $— | $11,305 | $— | $104,991 |
2023 Nonqualified Deferred Compensation
| (1) The reported amount corresponds to a composite of the actual market earnings on a group of investment funds selected by the applicable NEOs for purposes of tracking the notional investment return on his or her balance for the 2023 fiscal year. | | (2) Represents $750,000 of deferred other compensation reported as “All Other Compensation” in the 2023 Summary Compensation Table and “All Other Compensation” of $3,111,548 reported in prior year Summary Compensation Tables. | | (3) Includes (i) $105,240 for Mr. Dickinson and (ii) $93,687 for Ms. Telman, which reflects deferred salary reported as salary for such individual in the 2023 Summary Compensation Table. | | (4) Represents $198,655 for Dr. Parsey of deferred annual incentive plan amount reported as “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table and deferred salary and annual incentive plan amounts of $1,649,698 reported in prior year Summary Compensation Tables. |
2023 Nonqualified Deferred Compensation
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2023 Potential Payments Upon Involuntary Termination or Change in Control Termination
2023 Potential Payments Upon Involuntary Termination or Change in Control Termination
2023 Potential Payments Upon Involuntary Termination or Change in Control Termination
| Executive Benefits and Payments Upon Separation | Involuntary Termination Without Cause or Resignation for Good Reason(1) Without a Change in Control | Involuntary Termination Without Cause or Resignation For Good Reason Within Change in Control Protection Period | Death/Disability | | Daniel P. O’Day | | | | | Cash severance | $12,084,040 | $18,126,060 | $— | | Pro-rata bonus | $4,036,200(2) | $4,292,020(2) | $— | | Equity award vesting acceleration | —(3) | $51,346,491(3) | $51,346,491(3) | | Benefits and perquisites: | | | | | Lump sum to cover COBRA costs | $41,658 | $62,487 | $— | | Outplacement services | $10,950 | $10,950 | $— | | Deferred Compensation Plan contribution | $750,000 | $750,000 | $750,000 | | Total | $16,922,848 | $74,588,008 | $52,096,491 | | Andrew D. Dickinson | | | | | Cash severance | $3,303,208 | $6,935,519 | $— | | Pro-rata bonus | $1,574,304(2) | $1,716,208(2) | $— | | Equity award vesting acceleration | $—(3) | $18,082,258(3) | $18,082,258(3) | | Benefits and perquisites: | | | | | Lump sum to cover COBRA costs | $57,714 | $96,190 | $— | | Outplacement services | $7,950 | $7,950 | $— | | Total | $4,943,176 | $26,838,125 | $18,082,258 | | Johanna Mercier | | | | | Cash severance | $3,427,277 | $7,168,193 | $— | | Pro-rata bonus | $1,805,440(2) | $1,747,277(2) | $— | | Equity award vesting acceleration | $—(3) | $18,653,556(3) | $18,653,556(3) | | Benefits and perquisites: | | | | | Lump sum to cover COBRA costs | $47,057 | $78,428 | $— | | Outplacement services | $7,950 | $7,950 | $— | | Total | $5,287,724 | $27,655,404 | $18,653,556 | | Merdad V. Parsey, M.D., Ph.D. | | | | | Cash severance | $3,478,114 | $7,302,785 | $— | | Pro-rata bonus | $1,657,632(2) | $1,807,114(2) | $— | | Equity award vesting acceleration | $—(3) | $19,032,420(3) | $19,032,420(3) | | Benefits and perquisites: | | | | | Lump sum to cover COBRA costs | $46,592 | $77,654 | $— | | Outplacement services | $7,950 | $7,950 | $— | | Total | $5,190,288 | $28,227,923 | $19,032,420 | | Deborah H. Telman | | | | | Cash severance | $1,954,048 | $3,703,870 | $— | | Pro-rata bonus | $1,288,980(2) | $536,548(2) | $— | | Equity award vesting acceleration | $2,468,929(3) | $5,046,464(3) | $5,046,464(3) | | Benefits and perquisites: | | | | | Lump sum to cover COBRA costs | $36,230 | $60,384 | $— | | Outplacement services | $7,950 | $7,950 | $— | | Total | $5,756,137 | $9,355,216 | $5,046,464 |
2023 Potential Payments Upon Involuntary Termination or Change in Control Termination
| (1) Per the terms of his offer letter, all such amounts are also payable to Mr. O’Day in the event of his resignation for Good Reason. The other Named Executive Officers are also entitled to all listed amounts other than the Equity award vesting acceleration on a resignation following a required relocation, without consent, to a new work location that is more than 50 miles from the executive’s previous work location under the Severance Plan. | | (2) Amount reflects the pro-rated amount of the bonus payable for the year of termination based on 2023 actual performance pursuant to the Severance Plan (as amended and restated May 5, 2020) in the event of a termination outside the context of a change in control, and a pro-rated annual bonus for year of termination based on the average bonus paid over the prior three years (or such fewer number of complete fiscal years of employment or target bonus if employment is less than one fiscal year) in the context of a termination within the change in control protection period. | | (3) Amount reflects $81.01 (our closing stock price on December 29, 2023, the last trading day of 2023) multiplied by the number of shares covered by each accelerating award and for stock options, less the applicable exercise price. The 2021 relative TSR performance shares reflect payout at 200% of target. The 2021 revenue-based performance shares reflect payout at 178% of target (200% for first subtranche, 200% for second subtranche, 136% for third subtranche). The 2022 relative TSR performance shares assume payout at 100% of target. The 2022 revenue-based performance shares reflect payout at 145% of target (200% for the first subtranche, 136% for the second subtranche, 100% for the third subtranche). The 2023 relative TSR performance shares assume payout at 100% of target. The 2023 revenue-based performance shares reflect payout at 112% of target (136% for the first subtranche, 100% for the second subtranche, 100% for the third subtranche). |
2023 Potential Payments Upon Involuntary Termination or Change in Control Termination
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information regarding our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” on page 45.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Mr. O’Day(1) | Compensation Actually Paid to Mr. O’Day(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions)(7) | Net Product Revenue (in millions)(8) | | 2023 | $22,607,690 | $15,483,783 | $7,588,163 | $5,469,137 | $147 | $119 | $5,613 | $26,934 | | 2022 | $21,621,253 | $54,965,255 | $7,874,828 | $18,182,586 | $150 | $114 | $4,566 | $26,982 | | 2021 | $19,229,466 | $31,485,348 | $6,279,776 | $9,693,178 | $121 | $126 | $6,201 | $27,008 | | 2020 | $18,998,095 | $16,117,322 | $6,616,768 | $6,126,435 | $93 | $126 | $89 | $24,355 |
Pay Versus Performance
| (1) The dollar amounts reported are the amounts reported in the “Total” column of the Summary Compensation Table for our Chairman and Chief Executive Officer, Mr. O’Day. |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules, for Mr. O’Day. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |
Pay Versus Performance
| Year | Summary Compensation Table Total for Mr. O’Day | Less: Summary Compensation Table Reported Value of Equity Awards(a) | Plus: Equity Award Adjustments(b) | Equals: Compensation Actually Paid to Mr. O’Day | | 2023 | $22,607,690 | $15,615,056 | $8,491,149 | $15,483,783 | | 2022 | $21,621,253 | $14,353,915 | $47,697,917 | $54,965,255 | | 2021 | $19,229,466 | $13,139,064 | $25,394,946 | $31,485,348 | | 2020 | $18,998,095 | $11,513,097 | $8,632,324 | $16,117,322 |
Pay Versus Performance
| (a) Represents the aggregate grant-date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. | | (b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards Granted during the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Value of Dividend Equivalents Accrued or Other Earnings Paid on Stock Awards Not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2023 | $12,525,814 | $(2,481,113) | $(2,859,625) | $1,306,073 | $8,491,149 | | 2022 | $34,153,918 | $14,183,571 | $(1,966,582) | $1,327,010 | $47,697,917 | | 2021 | $17,162,219 | $6,011,125 | $707,262 | $1,514,340 | $25,394,946 | | 2020 | $8,885,442 | $(1,693,496) | $409,911 | $1,030,467 | $8,632,324 |
Pay Versus Performance
| (3) The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Deborah H. Telman; and (ii) for 2021 and 2020, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Brett A. Pletcher. |
Pay Versus Performance
| (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs identified in footnote 3, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any NEO during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid: |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Other NEOs | Less: Summary Compensation Table Average Reported Value of Equity Awards | Plus: Average Equity Award Adjustments(a) | Equals: Average Compensation Actually Paid to Other NEOs | | 2023 | $7,588,163 | $4,809,225 | $2,690,199 | $5,469,137 | | 2022 | $7,874,828 | $4,961,052 | $15,268,810 | $18,182,586 | | 2021 | $6,279,776 | $3,625,534 | $7,038,936 | $9,693,178 | | 2020 | $6,616,768 | $3,087,064 | $2,596,731 | $6,126,435 |
Pay Versus Performance
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Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Year | Average Year End Fair Value of Equity Awards Granted During the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Value of Dividend Equivalents Accrued or Other Earnings Paid on Stock Awards Not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2023 | $3,955,902 | $(789,322) | $(879,498) | $403,117 | $2,690,199 | | 2022 | $11,751,514 | $3,365,229 | $(289,102) | $441,169 | $15,268,810 | | 2021 | $4,989,853 | $1,461,574 | $271,571 | $315,938 | $7,038,936 | | 2020 | $2,488,166 | $(365,446) | $269,145 | $204,866 | $2,596,731 |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of each year shown and the beginning of the measurement period by our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. |
Pay Versus Performance
| (6) The peer group used for this purpose is the Nasdaq Biotechnology Index. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Included in our net income for 2020 was a $4.5 billion charge to acquired in-process research and development (“IPR&D”) expense recorded in connection with our acquisition of Forty Seven, Inc. Our 2022 net income included a $2.7 billion partial impairment charge related to certain IPR&D assets acquired from Immunomedics, Inc. | | (8) The dollar amounts reported represent the amount of net product sales revenue reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Total full year 2023 product sales of $26.9 billion were relatively flat compared to the same period in 2022, with lower Veklury sales largely offset by higher HIV and Oncology sales. Total product sales, excluding Veklury, increased 7% to $24.7 billion in the full year 2023 compared to 2022, primarily driven by higher HIV and Oncology sales. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table on page 77. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Analysis of the Information Presented in the Pay versus Performance Table
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Analysis of the Information Presented in the Pay versus Performance Table
Compensation Actually Paid Versus TSR 2020 – 2023 Compensation Actually Paid Versus Net Income 2020 – 2023 Compensation Actually Paid Versus Net Revenue 2020 – 2023
Analysis of the Information Presented in the Pay versus Performance Table
| 2024 Proxy Statement | 79 |