Anthony Welters
GILEAD SCIENCESAbout Anthony Welters
Anthony Welters (age 70) is Gilead’s Lead Independent Director, serving on the Board since 2020. He is Chair of the Compensation and Talent Committee and a member of the Nominating and Corporate Governance Committee. He is independent under Nasdaq and Gilead Board Guidelines and was appointed Lead Independent Director in 2024 following Kevin Lofton’s retirement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AmeriChoice | Founder | 1989–2002 | Built Medicaid managed-care platform; acquired by UnitedHealth Group |
| UnitedHealth Group | Senior Adviser to Office of CEO; EVP; Member of Office of the CEO | 2002–2016 | Senior leadership, payer perspective expertise |
| West Pharmaceutical Services | Director | 1997–2016 | Board oversight at medical supplier |
| C.R. Bard | Director | 1999–2017 | Board oversight at medical device firm |
External Roles
| Organization | Role | Current/Prior | Committees/Impact |
|---|---|---|---|
| CINQ Care | Chairman & CEO | Current | Physician-led ambulatory care delivery; home-based care focus |
| BlackIvy Group | Executive Chairman | Current | Builds commercial enterprises in Sub-Saharan Africa |
| Somatus | Chairman | Current | Value-based kidney care company |
| Loews Corporation | Director | Current | Public company board service |
| The Carlyle Group | Director | Current | Public company board service |
| NYU Law Board (Chairman Emeritus), NYU (Vice Chairman), NYU Langone (Trustee) | Governance roles | Prior/current | Academic and healthcare governance leadership |
| JFK Center for the Performing Arts | Vice Chair | Prior/current | Non-profit governance |
| National Museum of African American History and Culture | Founding member | Prior/current | Cultural institution governance |
Board Governance
- Roles: Lead Independent Director; Chair, Compensation & Talent Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined he is independent; 8 of 9 directors are independent .
- Attendance: All directors attended >75% of Board/committee meetings; average attendance was 98.4%; 100% attended the 2024 annual meeting .
- Lead Independent Director duties: Approves agendas/schedules, chairs executive sessions, liaises between independent directors and management, engages with investors, monitors conflicts, participates in CEO succession planning .
- Investor engagement: Lead Independent Director met with stockholders representing ~35% of outstanding shares in Fall 2024 as part of year-round outreach .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $159,303 | Includes Board retainer plus committee/LID retainers; paid quarterly, pro-rated |
| All Other Compensation | $15,000 | Company charitable matching donation |
| Program Structure (Reference) | — | Board cash retainer $75,000; LID additional retainer $45,000 if serving on committees or $75,000 otherwise; committee chairs/members receive additional cash retainers; no additional equity for LID/committee service |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Quantity/Terms | Grant-date Fair Value (USD) |
|---|---|---|---|
| RSUs (annual) | May 8, 2024 | 2,310 RSUs; vested immediately at grant; value based on $64.92 close; no separate RSU for LID/committee service | $149,965 |
| Stock Options (annual) | May 8, 2024 | 12,648 options; exercise price $64.92; vested immediately; 10-year max term (3-year post-service termination for directors) | $149,995 |
| Aggregate Outstanding (12/31/2024) | — | Stock awards outstanding: —; Options outstanding: 61,055 | — |
Notes:
- Director options and RSUs for non-employee directors vest immediately upon grant; option maximum term 10 years; RSU shares may be deferred at issuance election; initial equity awards are prorated for new directors .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Considerations |
|---|---|---|
| Loews Corporation | Public company director | No Gilead-related transactions disclosed; Board determined no conflicts of interest for directors in 2024–2025 |
| The Carlyle Group | Public company director | No Gilead-related transactions disclosed; same period conflict review |
| Prior: West Pharmaceutical Services; C.R. Bard | Public company director (prior) | Historical medical supplier/device boards; no current related-party transactions disclosed |
Expertise & Qualifications
- Health insurance/managed care leadership; payer perspective (AmeriChoice founder, senior leadership at UnitedHealth Group) .
- Governance leadership across public, private, and non-profit boards; strong commitment to underserved healthcare communities .
- As Lead Independent Director, recognized for effective oversight and investor engagement; Board affirmed qualifications for LID role .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Breakdown | Notes |
|---|---|---|---|---|
| Anthony Welters | 71,287 | * (<1%) | Includes 61,055 options exercisable within 60 days; RSUs outstanding — | Ownership includes vested options within 60 days per SEC rules |
| Director Ownership Guidelines | 5× annual cash retainer (to be achieved in 5 years) | — | Compliance status | As of 12/31/2024, all Board members were in compliance |
| Hedging/Pledging | — | — | Prohibitions | Directors and employees prohibited from hedging or pledging Gilead stock |
Governance Assessment
- Strengths: Independent LID with defined authorities; high Board/committee attendance; active investor engagement; independent Compensation & Talent Committee chaired by Welters; use of independent comp consultant (FW Cook); no related person transactions or conflicts involving directors in 2024–2025 .
- Director pay alignment: Mix of cash retainer plus at-risk equity (options and RSUs); immediate vesting aligns with service; stock ownership guideline (5× retainer) with full compliance supports alignment .
- Risk indicators and red flags: None disclosed—no hedging/pledging permitted; overboarding limits enforced (100% compliance; guideline: ≤3 other public boards for non-employee directors; ≤1 other for sitting public-company executives) . No director-related party transactions or conflicts in the reviewed period .
- Shareholder signals: 2025 say-on-pay received 929,612,739 votes for (approved); 2024 say-on-pay support ~92% noted by company; LID participated directly in investor outreach, indicating responsiveness to governance feedback .
Compensation Committee Analysis
- Composition: Anthony Welters (Chair), Jacqueline K. Barton, Kelly A. Kramer, Harish Manwani—fully independent; members are “non-employee directors” under Rule 16b-3 .
- Scope: Oversees executive pay, stock ownership guidelines, human capital management, succession planning; retains independent compensation advisers .
- Consultant: FW Cook retained as independent consultant; determined independent and conflict-free .
- Interlocks: No Compensation Committee interlocks; no insider participation by committee members; no relationships requiring Item 404 disclosure .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 92% support; investors generally satisfied with program design and ownership guidelines .
- 2025 say-on-pay approval: Votes For 929,612,739; Against 89,351,501; Abstentions 2,415,146; Broker non-votes 99,956,982 .
- LID engagement: Welters met with stockholders representing ~35% of outstanding shares; topics included Board refreshment, succession, compensation metrics, and governance .