8-KLeadership ChangesExhibits & Filings

GILEAD SCIENCES, INC. 8-K Report, Executive Changes (Feb 5, 2018)

Filed February 5, 2018For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) filed an 8-K on February 5, 2018, primarily announcing changes to its Board of Directors and executive compensation arrangements. Notably, board member Nicholas G. Moore announced his retirement, to be effective in May 2018. In his place, the company elected Jacqueline K. Barton, Ph.D., to the Board, assigning her to the Scientific Committee. This filing also details executive compensation for fiscal year 2017 and sets base salaries for 2018, along with significant equity awards granted in early 2018, including stock options and performance share units designed to align executive interests with shareholder returns and company revenue targets. The report also discloses personnel changes, including the upcoming transition of John C. Martin from Executive Chairman to Chairman of the Board and the departure of Kevin Young, Chief Operating Officer, in February 2018. The compensation committee approved accelerated vesting of certain equity awards for Mr. Young upon his separation. These updates provide insight into the company's governance and how it incentivizes its leadership team through compensation structures and strategic board appointments.

Key Highlights

  • 1Nicholas G. Moore to retire from the Board of Directors in May 2018.
  • 2Jacqueline K. Barton, Ph.D., appointed to the Board of Directors and its Scientific Committee.
  • 3Details provided on 2017 bonus awards and 2018 base salaries for key executive officers.
  • 4Significant 2018 equity awards granted to executive officers, including stock options and performance share units.
  • 5Kevin Young, Chief Operating Officer, to separate from the company in February 2018.
  • 6Accelerated vesting of certain equity awards approved for Kevin Young upon his departure.
  • 7John C. Martin to transition from Executive Chairman to Chairman of the Board effective March 9, 2018.

Frequently Asked Questions

The Board announced the upcoming retirement of Nicholas G. Moore in May 2018. To fill this vacancy and strengthen scientific oversight, Jacqueline K. Barton, Ph.D., was elected to the Board and appointed to the Scientific Committee.

The filing details 2017 bonus awards and sets 2018 base salaries for executive officers. Additionally, substantial 2018 equity awards, including stock options and performance share units tied to total shareholder return and revenue, were granted to align executive incentives with company performance.

Yes, Kevin Young, Chief Operating Officer, is departing in February 2018, and his equity awards have had accelerated vesting. John C. Martin will transition from his role as Executive Chairman to Chairman of the Board in March 2018.

The 2018 performance share awards are structured with a total shareholder return (TSR) component (50% of the award value) and a revenue component (the remaining 50%), which is further divided into three annual subtranches. This structure aims to reward executives based on both market performance and company revenue growth.