Deborah H. Telman
Executive Vice President, Corporate Affairs and General Counsel at GILD
Executive
About Deborah H. Telman
Deborah H. Telman (age 60) is Executive Vice President, Corporate Affairs and General Counsel at Gilead Sciences, responsible for Government Affairs & Policy, Public Affairs, Legal and Compliance. She joined Gilead in 2022; she holds a J.D. from Boston University School of Law and a B.A. in Mathematics from the University of Pennsylvania . Company performance during 2024 included total product sales of $28.6B (+6% YoY), base business sales of $26.8B (+8% YoY), HIV sales of $19.6B (+8% YoY), and a 19% total shareholder return (TSR) for 2024, outpacing the peer group and Nasdaq Biotech Index over 1-, 3- and 5-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Organon | EVP, General Counsel & Corporate Secretary | Prior to joining Gilead in 2022 | Built Legal, Ethics & Compliance, and EHS post-spin from Merck |
| Sorrento Therapeutics | SVP, General Counsel & Corporate Secretary | Prior to Organon | Legal leadership at a clinical-stage biopharma |
| Private practice / in-house roles | Counsel (M&A, governance, litigation) | 25+ years | Broad legal leadership across M&A, governance, litigation |
External Roles
| Organization | Role | Years |
|---|---|---|
| AtriCure, Inc. | Director | Current (as of Mar 27, 2025) |
| Chicago Humanities Festival | Director | Current (as of Mar 27, 2025) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 380,769 | 936,865 | 967,723 (3.0% increase) |
| Target Annual Incentive (% of salary) | 100% (standard for NEOs other than CEO) | 100% | 100% |
| Annual Incentive Paid ($) | 536,548 | 1,288,980 | 1,436,148 (Corp 123%, Individual 120%) |
| Perquisites & Other ($) | 205,763 | 337,168 | 704,083 (includes $640,326 relocation reimbursement; $329,128 tax reimbursements) |
Notes:
- 2024 corporate performance factor was 123% (after a neutral 1.00x Veklury modifier) and Ms. Telman’s individual performance factor was 120% .
- Executive cash and equity are subject to clawbacks under two policies (mandatory restatement recovery; discretionary misconduct recoupment) .
Performance Compensation
Annual Incentive Plan – 2024 Metrics and Outcomes
| Metric | Weighting | Threshold | Target | Max | Performance Factor | Resulting Payout |
|---|---|---|---|---|---|---|
| Net Product Revenue (ex-Veklury, ex-Livdelzi) | 30% (implied) | — | — | — | 140% | 42% |
| Non-GAAP Operating Income (ex-Veklury, ex-Livdelzi, and other adjustments) | 20% (implied) | — | — | — | 150% | 30% |
| Pipeline | — | — | — | — | 132% | 33% |
| Product | — | — | — | — | 75% | 11% |
| People | — | — | — | — | 65% | 7% |
| Financial Results subtotal | — | — | — | — | — | 72% |
| Pipeline, Product, People subtotal | — | — | — | — | — | 51% |
| Corporate Performance Factor | — | — | — | — | — | 123% |
Notes:
- CEO’s factor equals corporate; other NEOs blend corporate (0–150%) and individual (0–150%) factors; max payout 200% of target .
Long-Term Incentives – Structure and 2024 Grants
- Allocation: 50% Performance Shares (PSUs), 25% Stock Options, 25% RSUs; options/RSUs vest over 4 years (25% after year 1, then quarterly), PSUs vest based on 3-year Relative TSR and annual revenue-based tranches (replaced with multi-year adjusted EPS starting 2025) .
- 2024 grants to Ms. Telman:
- Stock Options: 54,980 @ $75.12 (granted 3/10/2024), grant-date fair value $812,500 .
- RSUs: 10,815, grant-date fair value $812,423 .
- PSUs: 2023 Revenue subtranche target 3,407 shares; 2024 PSUs target 15,135 shares (mix of Revenue 2024 subtranche and TSR tranche) .
| PSU Program | Tranche | Target/Payout |
|---|---|---|
| 2022 PSUs (all NEOs) | Relative TSR (Mar 1, 2022–Dec 31, 2024) | 200.00% of target earned |
| 2022 PSUs (all NEOs) | Revenue (annual subtranches) | 2022: 200.00%; 2023: 136.36%; 2024: 176.42% of target |
Equity Ownership & Alignment
- Beneficial Ownership: 91,663 shares as of Feb 28, 2025 (<1%) . Approximate ownership as % of shares outstanding: ~0.007% (91,663 / 1,245,162,793) .
- Outstanding Awards (12/31/2024) – Options (strike/expiry):
- 27,348 exercisable / 21,272 unexercisable @ $60.75 exp 7/25/2032
- 20,390 exercisable / 26,215 unexercisable @ $79.50 exp 3/10/2033
- 0 exercisable / 54,980 unexercisable @ $75.12 exp 3/10/2034
- Unvested RSUs/PSUs (selected line items, 12/31/2024; market value at $92.37):
- Time-based RSUs: e.g., 4,646; 6,011; 6,360; 3,601; 8,229; 5,749; 10,815 (see table for detailed buckets) .
- Accrued revenue PSU shares (earned, service-vesting): e.g., 9,270 (2023 first revenue subtranche at 136%), 6,011 (2023 second at 176%), 6,360 (2024 first at 176%) .
- Target unearned TSR PSU tranches remain subject to performance (e.g., 11,530 target for 2024 TSR) .
- Stock Ownership Guidelines: NEOs must maintain holdings equal to a multiple of salary; all NEOs in compliance as of 12/31/2024 .
- Hedging/Pledging: Prohibited for directors and employees, including NEOs .
- 10b5-1 Trading Plan: Adopted Aug 13, 2025 to sell up to 91,861 shares through Nov 16, 2026, subject to conditions .
Employment Terms
- Start date & role: Joined 2022; EVP, Corporate Affairs and General Counsel .
- Severance Plan (EVP/Executive Officers):
- Involuntary termination without cause (non-CIC): 1.5x base salary + 1.0x target bonus; pro‑rated target bonus; lump-sum 18× COBRA premiums; 6 months outplacement; release required .
- Change-in-control (double trigger; within 6 months before to 18 months after): 2.5x base salary + 2.5x target bonus; pro‑rated target bonus; lump-sum 30× COBRA premiums; outplacement; Section 280G best-net cutback/limited safe harbor; release required .
- Equity acceleration on CIC termination: 100% for options and RSUs; PSUs at target if CIC within first 12 months of performance period, else greater of target or actual performance to quarter-end before CIC .
- Clawbacks: Mandatory restatement recovery plus discretionary misconduct recoupment (time- and performance-based cash/equity) with public disclosure of recoveries, subject to privacy/legal considerations .
- No excise tax gross-ups on CIC benefits; benefits conditioned on release .
- Insider Trading Policy: prohibits hedging/pledging; broader governance and ethics framework in place .
Performance & Track Record
- 2024 Legal/Corporate Affairs Achievements:
- Resolved multiple key litigations, including a settlement expected to resolve the vast majority of federal TDF cases; favorable U.S. Court of Federal Claims ruling on PrEP trial agreements .
- Supported EU Joint Procurement Agreement for Veklury; CymaBay acquisition; Livdelzi launch; royalty-free voluntary licensing for lenacapavir in 120 countries .
- Led corporate communications enhancements and achieved a 97.1/100 score (best in industry) on the 2024 CPA-Zicklin Index .
- Company-level 2024 business outcomes: HIV sales $19.6B (+8% YoY), Oncology $3.3B (+12% YoY), Liver Disease $3.0B (+9% YoY), total product sales $28.6B (+6% YoY); 2024 TSR +19% .
- Say-on-Pay: 92% approval in 2024 .
Compensation Structure Analysis
- Mix shifts and 2025 changes:
- 2025 AIP: Financial metrics weighting raised to 60% (35% revenue, 25% adjusted non-GAAP operating income) from 50% to sharpen focus on profitability and investment capacity .
- 2025 PSUs: Revenue metric replaced with multi-year adjusted EPS, reducing overlap with AIP and emphasizing bottom-line performance over three years .
- 2024 PSU outcomes: 2022 PSU relative TSR earned at 200%; revenue subtranches earned 200%/136%/176% for 2022/2023/2024, supporting pay-for-performance alignment .
- Perquisite tax reimbursements: 2024 relocation included $329,128 of tax reimbursements for Ms. Telman (a limited tax gross-up on a perquisite, not on CIC benefits) .
Equity Ownership & Alignment Table (selected)
| Item | Detail |
|---|---|
| Beneficial shares | 91,663 (as of Feb 28, 2025); ~0.007% of 1,245,162,793 outstanding |
| Options (exercisable/unexercisable) | 27,348/21,272 @ $60.75 (exp 7/25/2032); 20,390/26,215 @ $79.50 (exp 3/10/2033); 0/54,980 @ $75.12 (exp 3/10/2034) |
| RSUs/PSUs (examples at 12/31/2024) | Accrued revenue PSUs (service vesting) e.g., 9,270 (2023 rev1 at 136%); unearned TSR PSUs e.g., 11,530 target (2024 TSR) |
| Ownership policy | NEO stock ownership multiple of salary; all NEOs compliant as of 12/31/2024 |
| Hedging/pledging | Prohibited for all employees/directors |
| 10b5‑1 plan | Adopted 8/13/2025 to sell up to 91,861 shares through 11/16/2026 (subject to conditions) |
Employment Terms (Severance & CIC) – EVP Level
| Scenario | Cash Severance | Pro‑Rata Bonus | Health/Coverage | Outplacement | Equity |
|---|---|---|---|---|---|
| Involuntary termination (non‑CIC) | 1.5× base + 1.0× target bonus | Yes (target, prorated) | Lump sum = 18× COBRA premiums | 6 months | Normal vest rules |
| CIC termination (double trigger; −6mo/+18mo window) | 2.5× base + 2.5× target bonus | Yes (target, prorated) | Lump sum = 30× COBRA premiums | 6 months (company plan) | Options/RSUs 100% accelerate; PSUs at target if <12 months, else greater of target or actual-to-date |
| 280G treatment | Best-net cutback with 110% safe harbor threshold | — | — | — | — |
| Conditions | Release required; no CIC excise gross‑ups | — | — | — | — |
Investment Implications
- Alignment and incentives: High at-risk pay with rigorous performance mix (Relative TSR, revenue/EPS, AIP financials). 2025 changes shift emphasis toward profitability (EPS in PSUs, higher financial weighting in AIP), strengthening pay-for-performance linkage .
- Retention and potential selling pressure: Significant unvested equity (options, RSUs, PSUs) supports retention; however, the Aug 2025 10b5-1 plan to sell up to 91,861 shares through Nov 2026 suggests pre-planned liquidity that could create modest selling pressure around vesting/plan windows (offset by compliance with ownership guidelines and prohibition on pledging) .
- Change-in-control economics: Double-trigger CIC severance of 2.5× salary/bonus plus full time-based equity acceleration and PSU treatment provides meaningful protection but with best-net 280G mitigation and no tax gross-ups—balanced from a shareholder lens .
- Governance and risk controls: Dual clawbacks, no hedging/pledging, strong say-on-pay (92%), and peer-referenced program design mitigate compensation risk and signal governance quality .
- Notable item: 2024 relocation reimbursement (with tax reimbursements) elevated perquisites year-over-year but is operational (mobility-related) and not indicative of structural pay inflation .
Overall, Ms. Telman’s compensation structure is tightly linked to multi-year value creation and legal/commercial execution; retention risk appears moderate given substantial unvested equity and ownership compliance, with pre-programmed share sales under a Rule 10b5-1 plan representing a manageable technical overhang .