Andrew D. Dickinson
Chief Financial Officer at GILD
Executive
About Andrew D. Dickinson
Andrew D. Dickinson, 55, is Gilead’s Chief Financial Officer (joined 2016). He oversees global finance, corporate development, IT, operations and strategy. Prior roles include global Co-Head of Healthcare Investment Banking at Lazard and General Counsel/VP Corporate Development at Myogen; he holds a B.A. in molecular, cellular and developmental biology (University of Colorado Boulder) and a J.D. (Loyola University Chicago) . Under his oversight, Gilead delivered 2024 total product sales of $28.6B (+6% YoY), returned $5.1B via dividends/repurchases, and posted a 19% TSR in 2024, exceeding peer indices .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gilead Sciences | Head of Corporate Development & Strategy (prior to CFO) | Not disclosed | Led all licensing, partnerships and acquisitions; guided investments into new areas . |
| Lazard | Global Co‑Head, Healthcare Investment Banking | Not disclosed | Advised healthcare clients on M&A/financing; transaction expertise now applied at Gilead . |
| Myogen (acquired by Gilead in 2006) | General Counsel & VP, Corporate Development | Not disclosed | Legal and BD leadership at a cardio‑focused biotech acquired by Gilead . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Galapagos NV | Director (in connection with Gilead partnership) | Not disclosed |
| Sutter Health | Director | Not disclosed |
| Fosun Pharma–Kite JV (China) | Former Director | Not disclosed |
Fixed Compensation
| Component (Andrew D. Dickinson) | 2024 | Notes |
|---|---|---|
| Base Salary (Annualized) | $1,090,000 | +3.0% vs 2023 |
| Target Annual Incentive | 100% of salary | NEOs (non‑CEO) at 100% |
| Actual Annual Incentive Paid | $1,608,840 | Corporate factor 123% and individual factor 120% |
| Perquisites & Other Personal Benefits | $17,894 | $15,000 car; $994 aircraft; $900 mobile; $1,000 wellness |
Multi‑Year Summary Compensation (USD)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,018,419 | $1,052,396 | $1,083,969 |
| Stock Awards (grant‑date fair value) | $3,992,603 | $4,143,271 | $4,080,024 |
| Option Awards (grant‑date fair value) | $1,474,983 | $1,299,966 | $1,300,029 |
| Non‑Equity Incentive (Annual Bonus) | $1,885,572 | $1,574,304 | $1,608,840 |
| All Other Compensation | $31,121 | $37,886 | $36,896 |
| Total | $8,402,698 | $8,107,823 | $8,109,758 |
Performance Compensation
Annual Incentive Plan (Corporate metrics apply to CFO)
- Design: 50% financial (Net Product Revenue, Non‑GAAP Operating Income), 50% strategic (Pipeline, Product, People); Veklury modifier applied separately (1.00x in 2024) .
- 2024 results produced a 123% corporate performance factor .
Corporate Metric Outcomes (2024)
| Metric | Weight | Target | Performance factor | Payout contribution |
|---|---|---|---|---|
| Net Product Revenue (ex‑Veklury/Livdelzi for AIP) | 50% sub‑weight (financial) | Above 2023 actuals | 140% | 42% |
| Non‑GAAP Operating Income (ex‑Veklury/Livdelzi; adjusted) | 50% sub‑weight (financial) | Above 2023 actuals | 150% | 30% |
| Financial results subtotal | — | — | — | 72% |
| Pipeline milestones | Strategic | — | 132% | 33% |
| Product commercialization | Strategic | — | 75% | 11% |
| People (engagement/inclusion) | Strategic | — | 65% | 7% |
| Strategic results subtotal | — | — | — | 51% |
| Veklury modifier | — | — | 1.00x | No change |
| Overall Corporate Performance Factor | — | — | 123% | 123% |
Individual Outcome (Dickinson)
- Individual performance factor: 120% (select achievements below) .
- Paid annual incentive: $1,608,840 .
- 2024 highlights for CFO: $10.8B operating cash flow; $5.1B returned to shareholders; $1.75B debt repaid; $3.5B debt issued; >15 BD transactions (incl. CymaBay) and multiple AI/collaboration deals; operations build‑out (cell therapy research center, Foster City labs) .
Long‑Term Incentives (LTI)
- Mix: 50% performance shares (PSUs), 25% stock options, 25% RSUs; multi‑year performance with service vesting; PSU relative TSR capped at target if absolute TSR negative .
- 2024 LTI target value approved: $5,200,000 .
2024 LTI Grants (Dickinson)
| Instrument | Detail | Quantity / Terms |
|---|---|---|
| Performance Shares – Relative TSR tranche (target) | 3‑year TSR vs S&P Healthcare Sub‑Index; 0%–200% payout; cap at 100% if absolute TSR negative | 18,450 target shares |
| Performance Shares – Revenue tranche (target) | 3 annual net product revenue goals (2024 set at $27.6B incl. Veklury; 2025/2026 TBD); cumulative vesting certified in early 2027 | 17,305 target shares |
| Stock Options | 10‑yr term; vest 25% at 1‑yr then 6.25% quarterly; strike $75.12 (3/10/2024 grant) | 87,970 options |
| RSUs | Vest 25% at 1‑yr then 6.25% quarterly | 17,305 units |
PSU Earn‑outs from Prior Cycles (Certified in 2025)
| Award | Performance metric | Result | Dickinson earned shares |
|---|---|---|---|
| 2022 PSU – TSR tranche | Relative TSR (3/1/2022–12/31/2024) | 200% of target (84.80th percentile) | 49,270 |
| 2022 PSU – Revenue tranche | 2022/2023/2024 revenue goals | 170.93% cumulative (sub‑tranche payouts 200%/136.36%/176.42%) | 43,527 |
Key Program Changes for 2025
- AIP: Increase financial weighting to 60% (35% Net Product Revenue; 25% Adjusted non‑GAAP Operating Income) .
- PSUs: Replace annual revenue metric with multi‑year adjusted EPS metric set at outset of the period .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Andrew D. Dickinson | 266,266 (incl. 116,462 options exercisable within 60 days; 7,968 RSUs vesting within 60 days) | <1% |
Outstanding Equity Position (12/31/2024 price $92.37 for valuation context)
- Options (selected tranches): 81,788 exercisable and 49,072 unexercisable @ $57.92; 89,643 exercisable and 5,977 unexercisable @ $63.91; 71,850 exercisable @ $72.34; 32,622 exercisable and 41,943 unexercisable @ $79.50; 44,160 exercisable @ $65.38; 18,210 exercisable @ $83.49; 15,600 exercisable @ $80.72; 87,970 unexercisable @ $75.12 (2024 grant) .
- Unvested RSUs/PSUs: multiple lines with market values per line item reported; e.g., RSUs 17,305 (2024 grant) with $1,598,463 market value; PSU tranches shown with accrued or target amounts and market values (see detailed table) .
2024 Realizations (supply considerations)
| Transaction | Shares | Value realized |
|---|---|---|
| Options exercised | 248,645 | $5,536,695 |
| Stock vested (RSUs/PSUs) | 76,607 | $5,980,192 |
Alignment Policies
- Stock ownership guidelines for executives; all NEOs in compliance as of 12/31/2024 .
- Hedging and pledging of Gilead stock by directors/employees (including NEOs) are prohibited .
- Clawbacks: (i) mandatory recovery on financial restatement (regardless of fault) for time‑ and performance‑based incentives; (ii) discretionary recoupment for significant misconduct causing material harm .
Employment Terms
Severance Plan (amended and restated effective Aug 1, 2024)
- Involuntary termination without Cause or resignation for Good Reason (non‑CIC): 1.5x base salary + 1.0x target bonus; pro‑rata target bonus for year of termination; lump‑sum COBRA cost for 18 months; outplacement 6 months .
- Change‑in‑Control (double trigger within protection period): 2.5x base salary + 2.5x target bonus; pro‑rata target bonus; 100% acceleration of options/RSUs; PSUs accelerate at target if CIC within first 12 months, or greater of target vs performance through last fiscal quarter prior to CIC; COBRA 30 months; outplacement 6 months .
- No excise tax gross‑ups; payments contingent on release of claims; certain installments may be delayed six months if required by tax law .
Potential Payments (as of 12/31/2024)
| Scenario (Andrew D. Dickinson) | Cash severance | Pro‑rata bonus | Equity acceleration | COBRA lump‑sum | Outplacement | Total |
|---|---|---|---|---|---|---|
| Involuntary w/o Cause or Good Reason (non‑CIC) | $2,725,000 | $1,090,000 | $0 | $60,580 | $7,950 | $3,883,530 |
| CIC termination (double trigger) | $5,450,000 | $1,090,000 | $22,967,130 | $100,966 | $7,950 | $29,616,046 |
| Death/Disability | — | — | $22,967,130 | — | — | $22,967,130 |
Key Definitions
- Good Reason includes adverse change in role/compensation, required relocation (>50 miles), loss/changes to benefit plans, or material breach (as specified) .
- Retirement, Death/Disability, For Cause, and CIC are defined; CIC includes >50% voting power change, sale of substantially all assets, or majority board turnover in a 12‑month period .
Deferred Compensation (Dickinson)
- Executive contributions in 2024: $471,168; aggregate earnings $62,435; year‑end balance $650,338 (includes amounts previously disclosed as compensation) .
Investment Implications
- Pay‑for‑performance structure appears robust: 50%+ of LTI as PSUs with relative TSR and multi‑year financial metrics; 2024 corporate factor of 123% drove CFO’s bonus; 2022 PSU cycle paid >170% on revenue and 200% on TSR, reflecting strong relative performance .
- Retention vs overhang: Significant unvested equity (PSUs/RSUs) and option inventory across multiple strikes (all in‑the‑money at 12/31/2024 $92.37) supports retention but represents future dilution/overhang; 2024 exercises (248,645 options; $5.54M value realized) and vesting ($5.98M) indicate potential supply when shares are sold upon settlement .
- Governance safeguards reduce alignment risk: strict no‑hedge/pledge policy, strong clawbacks, double‑trigger CIC, no tax gross‑ups, and confirmed compliance with ownership guidelines .
- Performance focus tightening in 2025: increased AIP financial weighting and shift to multi‑year EPS in PSUs add emphasis on profitability and durable value creation, a positive for shareholders monitoring margin/FCF discipline under the CFO’s remit .
Say‑on‑pay support was 92% in 2024, and Gilead outperformed peer indices on TSR in 2024 and over 3‑ and 5‑year periods, reinforcing investor acceptance of the program and its execution .