GILEAD SCIENCES INC (GILD)
Sector: Health Care
2026 Annual Meeting Analysis
GILEAD SCIENCES INC · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2018 with strong scientific credentials; no overboarding (zero other public boards); Gilead's 3-year return of +90.2% outperforms the compensation peer group median by +58.3pp, which does not exceed the 65pp threshold for a strong-positive TSR company; attendance exceeds 75% threshold.
Director since 2020 with relevant immunotherapy and biopharma leadership experience; no other public board seats; TSR trigger does not apply given strong peer outperformance gap below the 65pp threshold; attendance is adequate.
Director since 2020 with deep pharmaceutical and oncology expertise; holds three other public board seats (Moderna, Olema Pharmaceuticals, Revolution Medicines), which is within the policy limit of three other boards; TSR trigger does not apply; attendance exceeds 75%.
Director since 2016; retired CFO of Cisco Systems providing strong financial expertise; holds three other public board seats (Coinbase, Figma, Snowflake), which is at but does not exceed the policy limit of three other boards; TSR trigger does not apply; attendance is adequate.
Director since 2024 — less than 24 months of tenure as of the April 2026 meeting, making him exempt from the TSR trigger under the new-director exemption; holds three other public board seats (Jazz Pharmaceuticals, Royalty Pharma, Structure Therapeutics), which is within the three-board policy limit; brings relevant biopharma CEO experience.
Director since 2018 with extensive global operational and governance experience; holds one other public board seat (Whirlpool), well within policy limits; TSR trigger does not apply; attendance exceeds 75%.
CEO and Chairman since 2019; as an executive director he is subject to the TSR trigger, but Gilead's 3-year return of +90.2% outperforms the peer group median by +58.3pp, which does not exceed the 65pp threshold for a strong-positive TSR company; holds no outside public board seats; this FOR vote is independent of the Say on Pay determination.
Director since 2020 and a sitting CEO at DaVita; holds one outside public board seat (DaVita, which is the company where he is CEO and therefore his own board), with no additional outside public company boards listed, which is within policy limits for a sitting CEO; TSR trigger does not apply; attendance exceeds 75%.
Lead Independent Director since 2024; holds one other public board seat (Carlyle Group), well within policy limits; also serves as CEO of CINQ Care (private), which does not count as a public board seat; TSR trigger does not apply; strong governance and healthcare leadership credentials; attendance exceeds 75%.
All nine director nominees receive a FOR vote. Gilead's 3-year total shareholder return of +90.2% outperforms the compensation peer group median by +58.3 percentage points, which falls below the 65pp underperformance threshold required to trigger a No vote for a company with strong positive absolute returns, so the TSR trigger does not fire for any director. No director exceeds the three-other-public-board limit. Attendance averaged 98.3% across the board. Ted W. Love is exempt from TSR scrutiny as he joined in 2024 and has served fewer than 24 months.
Say on Pay
✓ FORCEO
Daniel P. O’Day
Total Comp
$28,437,198
Prior Support
91%%
The prior Say on Pay vote received 91% support in 2025, well above the 70% threshold that would require a response. CEO Daniel O'Day's total compensation of $28.4 million is broadly consistent with expectations for a large-cap biopharmaceutical CEO at a $170 billion company. The pay structure is heavily weighted toward variable, performance-linked compensation: 50% of long-term equity is delivered in performance stock awards tied to relative total shareholder return and a multi-year earnings-per-share growth metric, with no payout below a minimum threshold and a cap on relative TSR payouts when absolute TSR is negative. Gilead's 3-year total shareholder return of +90.2% significantly outperforms its compensation peer group median of +31.9% by +58.3 percentage points, confirming that above-benchmark incentive pay, if any, is aligned with strong shareholder outcomes. The company discloses meaningful clawback and compensation recovery policies covering both time- and performance-based awards.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
37 yrs
Audit Fees
$12,096,190
Non-Audit Fees
$1,985,760
Ernst & Young has served as Gilead's auditor since 1988, giving it 37 years of tenure, which exceeds the 25-year threshold that would normally trigger a No vote. However, the proxy explicitly discloses a lead audit partner rotation in 2023, which the policy recognizes as a specific and meaningful mitigant to the long-tenure concern. Non-audit fees (tax fees of $1,980,525 plus audit-related fees of $5,235, totaling approximately $1,985,760) represent about 16.4% of core audit fees of $12,096,190, well below the 50% threshold that would raise independence concerns. No material restatements are disclosed, and EY is a Big 4 firm fully adequate for a company of Gilead's size and complexity.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 5
Stockholder Proposal Requesting an Independent Board Chair Policy
This proposal asks Gilead to adopt a policy requiring the board chair to be an independent director, separate from the CEO role. Prior-year support of 36.2% falls in the 30-40% range, which warrants evaluation on the merits rather than a presumptive For vote. The company's response to shareholder engagement is substantive: most investors it engaged with — representing approximately 42% of outstanding shares — expressed support for the current combined Chairman/CEO structure with a strong Lead Independent Director, and the proxy discloses a comprehensive Lead Independent Director charter with robust, clearly delineated duties that closely mirror those of an independent chair. This is a meaningful governance mitigant. Given the credible company response, broad shareholder satisfaction expressed during engagement, and prior-year support below the 40% threshold where the policy leans For, a vote against the proposal is appropriate.
Proposal 6
Stockholder Proposal Requesting a Report on the Impact of Extended Patent Exclusivities on Patient Access
This proposal asks for a report on how Gilead's patent exclusivity strategies affect patient access to its medicines, which is a disclosure-type request and therefore carries a lower bar to support under the policy. Patent exclusivity and access to medicine are material business risks for a large pharmaceutical company — Gilead itself identifies access to medicine as one of its five corporate responsibility priority topics, and the proxy touts its global access partnerships for lenacapavir, which shows management acknowledges the issue's materiality. The company's opposition statement does not clearly demonstrate that existing disclosures already cover the specific link between extended patent exclusivity strategies and patient access outcomes in a systematic way. Without evidence of a clearly ideological filer motive, and given the material relevance of the topic to Gilead's long-term risk profile, the disclosure ask warrants support.
Proposal 7
Stockholder Proposal Requesting a Report on the Risks of ESG and DEI Executive Compensation Metrics
This proposal asks Gilead to produce a report on the financial risks of using ESG (environmental, social, and governance) and DEI (diversity, equity, and inclusion) metrics in executive compensation. While framed as a risk-disclosure request, proposals of this type are a known template used by conservative ideological filers to pressure companies into removing ESG and DEI considerations from compensation programs — the ask would not be submitted by a neutral fiduciary investor focused solely on shareholder value. Under the policy, ideological motivation from either direction disqualifies a proposal from support regardless of how it is framed on the surface. A vote against is appropriate.
Overall Assessment
Gilead's 2026 annual meeting ballot is broadly shareholder-friendly: all nine director nominees receive For votes given strong 3-year total shareholder return that outperforms the peer group, no overboarding violations, and 98.3% average board attendance. The Say on Pay proposal receives a For vote supported by a 91% prior-year approval, a performance-linked compensation structure, and exceptional stock returns that justify any above-benchmark incentive pay. The auditor ratification receives a For vote with a key mitigant — a recent lead partner rotation in 2023 — offsetting the concern around EY's 37-year tenure. Of the three stockholder proposals, the patent access report (Proposal 6) receives a For vote as a credible, material disclosure request, while the independent board chair policy (Proposal 5) and the ESG/DEI compensation risk report (Proposal 7) receive Against votes due to adequate company response to the former and ideological filer motivation behind the latter.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing