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Quotes & Info
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| GILD > SEC Filings for GILD > Form 8-K on 5-Feb-2013 | All Recent SEC Filings |
5-Feb-2013
Change in Directors or Principal Officers
Name and Title 2012 Bonus 2013 Base Salary
John C. Martin $ 3,375,000 $ 1,575,000
Chairman and Chief Executive Officer
John F. Milligan $ 1,420,563 $ 1,015,000
President and Chief Operating Officer
Norbert Bischofberger $ 975,800 $ 890,000
Executive Vice President, Research and Development
and Chief Scientific Officer
Kevin Young $ 904,400 $ 815,000
Executive Vice President, Commercial Operations
Robin L. Washington $ 728,875 $ 750,000
Senior Vice President and Chief Financial Officer
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2013 Equity Awards
Stock Option Grants. On February 1, 2013, the Committee granted options to
purchase shares of the Company's common stock to the Executive Officers under
the Company's 2004 Equity Incentive Plan, as amended. The options each have an
exercise price per share of $40.56, representing the closing price of the
Company's common stock on February 1, 2013. The options will vest as to 25% of
the underlying shares on the first anniversary of the date of grant, and the
balance will vest in successive equal quarterly installments over the three-year
period measured from the first anniversary of the grant date, subject to such
individual's continued service with the Company through each applicable vesting
date.
Performance Share Awards. On February 1, 2013, each Executive Officer was granted two performance share awards, each with its own separate performance vesting and service vesting requirements and each covering fifty percent of the total number of target shares indicated for such individual in the chart below. Each performance share award will convert into actual shares of the Company's common stock based on the Company's attainment of pre-established performance goals measured over the applicable performance periods and the individual's continued service with the Company through each of the applicable service periods.
The performance-vesting requirement for the first performance share award for each Executive Officer is tied to the percentile level at which the Company's total stockholder return for the 3-year performance period beginning February 1, 2013 and ending January 31, 2016 stands in relation to the total shareholder return realized for that same period by the companies comprising the following three subsets of the S&P Healthcare Index: Biotechnology, Pharmaceuticals and Health Care Equipment. The service-vesting condition for such performance share award (the TSR Performance Share Award) is tied to the individual's continued service with the Company through the date following the completion of the 3-year performance period on which the Committee certifies the attained level of the total shareholder return performance goal.
The second tranche performance share award for each Executive Officer (the
Revenue Performance Share Award) is subdivided into three equal tranches, each
with its own performance period and service period. The performance-vesting
requirement for the first tranche of the Revenue Performance Share Award is the
Company's recognition of revenue for the one-year performance period coincident
with the 2013 calendar fiscal year in the dollar amount set by the Committee at
the time the award was made, with such revenue to be measured on a consolidated
basis with the Company's subsidiaries in accordance with the Company's audited
consolidated financial statements for such calendar fiscal year. The
service-vesting requirement for that tranche is tied to the individual's
continued service with the Company through the 3-year service period beginning
January 1, 2013 and ending December 31, 2015. The performance-vesting
requirement for the second tranche of the Revenue Performance Award will be tied
to the Company's recognition of consolidated revenue for the one-year
performance period coincident with the 2014 calendar fiscal year in the dollar
amount to be set by the Committee no later than ninety (90) days after the start
of that performance period. The service-vesting requirement for that tranche
will be tied to the individual's continued service with the Company through the
2-year service period beginning January 1, 2014 and ending December 31, 2015.
The performance-vesting requirement for the final tranche of the Revenue
Performance Award will be tied to the Company's recognition of consolidated
revenue for the one-year performance period coincident with the 2015 calendar
fiscal year in the dollar amount to be set by the Committee no later than ninety
(90) days after the start of that performance period. The service-vesting
requirement condition for that final tranche will be tied to the individual's
continued service with the Company through the 1-year service period beginning
January 1, 2015 and ending December 31, 2015.
The actual number of shares of the Company's common stock into which each TSR
Performance Share Award and each tranche of the Revenue Performance Share Award
may convert will be calculated by multiplying the number of performance shares
allocated to that particular award or tranche by a performance percentage
ranging from 0% to 200% based on the actual level at which the applicable
performance goal is attained, as certified by the Committee. However, in no
event shall the number of shares of the Company's common stock that be earned
pursuant to the TSR Performance Share Award exceed 100% of the number of shares
of the Company's common stock allocated to that award if the Company's absolute
total shareholder return for the Performance Period is a negative number.
Should the Executive Officer's service with the Company terminate prior to the
completion of the applicable service period in effect for the TSR Performance
Share Award or any tranche of the Revenue Performance Share Award, then the
performance shares allocated to that particular service period will be
forfeited, whether or not the performance goal for that award or tranche is met.
However, if the Executive Officer's employment terminates during an applicable
service period by reason of retirement on or after the date his or her combined
age and years of service total 70 years or more or by reason of death,
disability, then a portion of the performance shares allocated to that service
period will convert into actual shares of vested common stock based on the level
at which the performance goal in effect for that service period is actually
attained and the number of calendar months of continuous service he or she
completed during that service period. However, for the TSR Performance Share
Award, there will be no such pro-ration in the event of the individual's
retirement, unless such retirement occurs after the first year of the 3-year
service period applicable to that award.
Should the Executive Officer's service with the Company terminate prior to the
completion of the applicable service period in effect for the TSR Performance
Share Award or any tranche of the Revenue Performance Share Award, then the
performance shares allocated to that particular service period will be
forfeited, whether or not the performance goal for that award or tranche is met.
However, pro-rata vesting of the TSR Performance Share Award and/or Revenue
Performance Share Award will occur if the applicable performance goal is met and
the Executive Officer's employment terminates during an applicable service
period by reason of death, disability or retirement. Special performance-vesting
and service-vesting provisions will be in effect should the Company undergo a
change in control or ownership.
Award Summary. The table below summarizes the 2013 option grants and performance
share awards made to the Executive Officers:
Performance Share Awards(1)_
Maximum
Stock Option Minimum Number Target Number Number of
Name and Title Grant of Shares of Shares Shares
John C. Martin 392,750 - 120,310 240,620
Chairman and Chief Executive Officer
John F. Milligan 149,620 - 45,830 91,660
President and Chief Operating Officer
Norbert Bischofberger 134,660 - 41,250 82,500
Executive Vice President, Research and
Development and Chief Scientific
Officer
Kevin Young 108,470 - 33,220 66,440
Executive Vice President, Commercial
Operations
Robin L. Washington 89,490 - 27,420 54,840
Senior Vice President and Chief
Financial Officer
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(1) Fifty percent of the target grant value has been allocated to his or her TSR Performance Share Award, and the other fifty percent of the target grant value has been allocated in equal increments to the three separate tranches of his or her Revenue Performance Share Award.
The independent members of the Board ratified the equity grants to Dr. Martin.
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