Summary
Gilead Sciences, Inc. (GILD) filed an 8-K on February 1, 2010, reporting on key corporate governance and executive compensation matters. The most significant event detailed is the appointment of Per Wold-Olsen to the Board of Directors, effective January 28, 2010. Mr. Wold-Olsen, who previously consulted for the company on developing world access, will serve on the Scientific Committee and received a pro-rated equity grant and cash retainer for his new role. The filing also outlines amendments to the company's Severance Plan, primarily limiting eligibility for Section 280G Gross-Up Payments to specific employees and introducing benefit reduction provisions for others in the event of a change in control. Additionally, the report details the 2009 bonus awards and 2010 base salaries for named executive officers, along with the grant of stock options and performance share awards, the latter tied to relative Total Stockholder Return (TSR) and revenue growth over a three-year period.
Key Highlights
- 1Appointment of Per Wold-Olsen to the Board of Directors and Scientific Committee.
- 2Per Wold-Olsen received a pro-rated equity grant (options and RSUs) and cash retainer.
- 3Amendment to the Severance Plan, limiting 280G Gross-Up Payment eligibility and introducing benefit reduction provisions.
- 4Disclosure of 2009 bonus awards and 2010 base salaries for named executive officers.
- 5Grant of stock options with an exercise price of $47.51 per share to executive officers.
- 6Grant of performance share awards to executive officers, contingent on relative TSR and revenue growth over three years (2010-2012).
- 7Details on vesting schedules and payout multipliers for performance share awards based on percentile rankings relative to the AMEX Biotech-Pharmaceutical Index.