Compensation and Talent
GILEAD SCIENCES, INC.
AMENDED AND RESTATED CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Gilead Sciences, Inc., a Delaware corporation (the "Company"), is responsible for approving and evaluating the compensation plans, policies and programs for executive officers of the Company, reviewing the performance of the Chief Executive Officer of the Company evaluating the performance of the other executive officers of the Company based on the performance reviews presented by the Chief Executive Officer and performing such other functions as may be deemed necessary or convenient in the efficient and lawful discharge of the foregoing.
The Committee shall be comprised of a minimum of two independent members of the Board who are “non-employee” directors within the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934 and “outside directors” as determined under Section 162(m) of the Internal Revenue Code. The members of the Committee will be appointed by and serve at the discretion of the independent directors of the Board.
FUNCTIONS AND AUTHORITY:
The operation of the Committee shall be subject to the Bylaws of the Company, as in effect from time to time, and Section 141 of the Delaware General Corporation Law. The Committee shall have the full power and authority to carry out the following responsibilities:
1. Take any and all actions which may be taken by the Board with respect to the compensation level of executive officers of the Company, including but not limited to the development of compensation policies that will attract and retain the highest quality executives, that will clearly articulate the relationship of corporate performance to executive compensation and that will reward executives for the Company's progress.
2. Administer all equity compensation plans, with full power and authority to make awards thereunder to officers, employees, non-employee members of the Board and consultants eligible for awards under the applicable plan but subject to any express limitation on such authority set forth in the applicable plan document, all cash incentive compensation plans in which executive officers participate, and any pension and profit sharing plans, stock purchase plans, bonus plans, deferred compensation plans, severance plans and other similar programs in which executive officers are eligible to participate and authorize and approve amendments to such plans, other than amendments that increase the number of shares of the Company’s common stock issuable under such equity compensation plans or that materially increase the cash costs to the Company of any other such plans.
3. Propose to the Board (i) the adoption of new equity compensation plans, cash incentive compensation plans in which executive officers will participate, pension and profit sharing plans, stock purchase plans, bonus plans, deferred compensation plans, severance plans and other similar programs, (ii) the approval of amendments to existing equity compensation plans that increase the number of shares of the Company’s common stock issuable under those plans and amendments to any other plans that materially increase the cash costs to the Company and (iii) the termination of any such plans.
4. Review and approve the general compensation levels for executive officers, including, but not limited to annual base salaries, annual cash-based incentive opportunities, and equity-based awards and opportunities, subject to ratification by the independent directors of the Board in the case of the compensation of the Chief Executive Officer of the Company.
5. Review on a periodic basis the operation of the Company's executive compensation programs to determine whether they are properly coordinated and to establish and periodically review policies for the administration of executive compensation programs.
6. Review and approve such other compensation matters as the Board or the Chief Executive Officer of the Company submits to the Committee, including any new compensation arrangement with executive officers, severance arrangements, deferred compensation programs, material perquisites and substantive changes to the Company’s Severance Plan and Deferred Compensation Plan.
7. Establish guidelines pursuant to which the Chief Executive Officer, or such other officer who serves as a member of the Board and is appointed as administrator by the Board, shall administer one or more equity compensation plans with respect to awards made thereunder to the Company’s employees below the level of Vice President and consultants.
8. Take any action necessary or appropriate to ensure that compensation intended to qualify as “performance based” under section 162(m) of the Internal Revenue Code will in fact so qualify.
9. Review and discuss the Compensation Discussion and Analysis (the “CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the “SEC”) with management and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.
10. Produce the annual Compensation Committee Report for inclusion in the Company’s proxy statement in compliance with the rules and regulations promulgated by the SEC.
11. Retain any compensation consultant to assist the Committee in carrying out its responsibilities (after considering factors that may influence the consultant’s independence), approve the consultant’s fees and other terms and conditions of the consultant’s retention and terminate any such consultant relationship, if necessary.
12. Periodically review the cash and equity compensation and benefits to non-employee Board members of the Company and recommend any changes to the Board for approval.
13. Establish stock ownership guidelines applicable to the Company’s executive officers and recommend stock ownership guidelines applicable to the non-employee Board members to the Board for approval.
14. Periodically assess, with the assistance of the Company’s Human Resources Department and other personnel, the Company’s various compensation plans, programs and practices, including those in which non-executive officers participate, to determine whether there exists a reasonable likelihood that one or more of those plans, programs or practices would have a material adverse effect upon the Company or would otherwise encourage executive officers and other participating employees to engage in unnecessary or excessive risk-taking, and if determined necessary, approve and implement risk management and mitigation procedures with respect to the Company’s compensation plans.
15. Oversee the Company’s submissions to shareholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, incentive and other executive compensation plans, and amendments to such plans. The Committee will also coordinate with the Nominating and Corporate Governance Committee (or its designees) to engage proxy advisory firms and other shareholder groups on executive compensation matters, as necessary.
16. Review and reassess the adequacy of the Compensation Committee Charter on an annual basis.
17. Perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.
18. Report to the Board from time to time, or whenever it shall be called upon to do so.
The Committee will hold at least one regular meeting per year and additional meetings as the Committee deems appropriate. The Chairman and Chief Executive Officer, the Lead Independent Director and the Senior Vice President of Human Resources may attend any meeting of the Committee, except for portions of the meetings where his, her or their presence would be inappropriate, as determined by the Committee. In addition, the Chief Executive Officer shall not be present during any deliberations or voting respecting his or her compensation. Other officers of the Company may attend meetings at the invitation of the Compensation Committee.
MINUTES AND REPORTS:
Minutes of each meeting of the Committee shall be kept and distributed to each member of the Committee. The Committee shall report to the Board from time to time, or whenever so requested by the Board.
- Financial Expert
- Independent Director