Dietmar Berger
Chief Medical Officer at GILD
Executive
About Dietmar Berger
Dietmar Berger, M.D., Ph.D., age 62, became Gilead’s Chief Medical Officer on January 2, 2025, overseeing virology, oncology, inflammation, and the global Development and Medical Affairs organizations . He is a board‑certified internist, hematologist, and oncologist with 25+ years of drug development experience, previously leading development at Sanofi and senior roles at Atara, Genentech, Bayer, and Amgen; he holds both M.D. and Ph.D. from Albert‑Ludwigs University (Freiburg) and serves on Arcus Biosciences’ board in connection with its partnership with Gilead . As contextual performance baselines prior to his tenure, Gilead delivered 2024 total product sales of $28.6B (+6% YoY), base‑business sales of $26.8B (+8% YoY), oncology sales of $3.3B (+12% YoY), and a 19% total shareholder return for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi | Senior Vice President and Global Head of Development | Not disclosed | Led development science, strategy, and operations across immunology, hematology, oncology, neuroscience, rare diseases, diabetes, and cardiovascular, delivering multiple global filings . |
| Atara Biotherapeutics | Executive Vice President and Global Head of R&D | Not disclosed | Senior leadership of R&D; advanced cell therapy programs . |
| Genentech; Bayer Healthcare; Amgen | Development and Medical Affairs roles | Not disclosed | Broad clinical development leadership spanning oncology and other areas . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcus Biosciences, Inc. | Director (in connection with Gilead partnership) | Not disclosed | Board‑level collaboration oversight tied to Gilead’s oncology partnership . |
| University of Freiburg Hospital | Professor of Medicine | Not disclosed | Academic leadership and clinical research credentials . |
Fixed Compensation
| Component | Design | Vesting/Structure | Notes |
|---|---|---|---|
| Base Salary | Fixed, reviewed annually; increases generally effective March 1 . | N/A | Executives other than CEO typically have 100% of salary as target annual incentive opportunity under the plan . |
| Annual Cash Incentive | Corporate metrics (financial 50%, strategic 50%) for 2024; CEO tied 100% to corporate metrics; others include individual modifier; max payout 200% of target . | Annual | For 2025, financial weighting increased to 60% (35% Net Product Revenue, 25% Adjusted Non‑GAAP Operating Income) . |
| Long‑Term Incentives (LTI) | 50% Performance Shares (PSUs), 25% Stock Options, 25% RSUs . | PSUs earn over 3 years on relative TSR and annual revenue (2024); options/RSUs vest over 4 years, with first quarter after year one then quarterly . | For 2025, PSU revenue metric replaced with multi‑year adjusted non‑GAAP EPS set at outset of performance period . |
Note: Berger’s individual base salary, target bonus, and 2025 LTI grant sizes were not disclosed in the March 27, 2025 proxy. The tables above detail Gilead’s program design applicable to executive officers generally .
Performance Compensation
| Metric | Weighting | Target | Actual | Performance Factor | Result/Payout | Vesting |
|---|---|---|---|---|---|---|
| Net Product Revenue (ex‑Veklury/Livdelzi for plan assessment) | Part of Financial 50% | Not disclosed | Not disclosed | 140% | 42% payout contribution | Annual cash incentive . |
| Non‑GAAP Operating Income (adjusted, ex‑Veklury/Livdelzi, and unusual items) | Part of Financial 50% | Not disclosed | Not disclosed | 150% | 30% payout contribution | Annual cash incentive . |
| Pipeline NMEs and milestones (PURPOSE NDAs; trial LPI milestones) | Strategic | Not disclosed | 12 NMEs introduced; key trial milestones achieved | 132% | 33% payout contribution | Annual cash incentive . |
| Product commercialization (Biktarvy share; Trodelvy vials; Yescarta/Tecartus deliveries) | Strategic | Not disclosed | Mixed: Above target Biktarvy share; below threshold for Trodelvy vials and Yescarta/Tecartus deliveries | 75% | 11% payout contribution | Annual cash incentive . |
| People (engagement/inclusion progress) | Strategic | Not disclosed | Engagement down vs 2023; inclusion initiatives progressed | 65% | 7% payout contribution | Annual cash incentive . |
| Corporate Performance Factor | Aggregate | N/A | N/A | N/A | 123% certified (Veklury modifier 1.00x) | Drives CEO and executive annual incentive . |
| PSUs (2024 design) | 50% of LTI | Relative TSR and annual revenue | Company performance based on 3‑year measurement | Caps if absolute TSR negative | Earned based on multi‑year outcomes | 3‑year performance period . |
| PSUs (2025 change) | 50% of LTI | Multi‑year adjusted non‑GAAP EPS | N/A (future) | N/A | N/A | Targets set at outset; multi‑year vesting . |
Equity Ownership & Alignment
- Stock ownership guidelines require executives to hold meaningful multiples of salary; new appointees have specified years to comply; all NEOs were in compliance as of 12/31/2024 . Hedging and pledging of Gilead securities are prohibited for directors and employees, including executive officers, reducing alignment risks from derivative or collateralized positions .
- Clawbacks: mandatory recovery of excess incentive‑based compensation upon financial restatements (regardless of fault) and an additional policy authorizing recoupment for significant misconduct causing material financial, operational, or reputational harm; forfeiture provisions apply for terminations for cause .
- Beneficial ownership and pledged shares for Berger were not disclosed in the 2025 proxy; security ownership tables list current executives/directors but do not include Berger’s holdings as of Feb 28, 2025 .
Employment Terms
| Provision | Severance (No CIC) | Change‑in‑Control (Double Trigger) | Other Terms |
|---|---|---|---|
| Cash Severance | 1.5x base salary + 1.0x target annual cash incentive for executive officers other than CEO . | 2.5x base salary + 2.5x target annual cash incentive for executive officers other than CEO . | CEO multiples higher; Good Reason outside CIC generally applies only to CEO (except relocation), per Severance Plan . |
| Bonus at Termination | Pro‑rata target bonus for year of termination . | Pro‑rata target bonus for year of termination . | |
| Benefits | Lump‑sum COBRA premium estimate for 18 months (CIC: 30 months) and outplacement for 6 months (CIC: 6 months) . | Lump‑sum COBRA (30 months) and outplacement (6 months) . | No excise tax gross‑ups under Severance Plan . |
| Equity Acceleration | None (standard) . | 100% acceleration of options and RSUs; PSUs accelerate at target if CIC within first 12 months; thereafter greater of target or actual performance through quarter‑end prior to CIC . | Retirement provisions allow continued vesting/accelerations subject to service/age conditions . |
| Clawbacks/Forfeiture | Clawbacks for restatement/misconduct; forfeiture for cause . | Same . | Insider trading policy prohibits hedging/pledging . |
Compensation Structure Analysis
- Shift toward more financial rigor in 2025: Annual incentive weighting moved to 60% financial (Net Product Revenue and Adjusted Non‑GAAP Operating Income), increasing near‑term accountability; PSUs moved from annual revenue to multi‑year adjusted EPS, aligning LTI with earnings quality and shareholder interests .
- Equity mix balances risk and alignment: 50% PSUs with TSR/EPS safeguards (caps when absolute TSR is negative), plus options/RSUs vesting over four years, support retention and multi‑year value creation .
- Governance strength: Two clawbacks, no option repricing without stockholder approval, no single‑trigger CIC benefits, no excise tax gross‑ups, and prohibitions on hedging/pledging mitigate red flags and selling pressure risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval was 92%, consistent YoY; extensive fall 2024 outreach covered stock ownership guidelines, metric selection, and human capital; investors generally supported program structure and did not request retention policy modifications .
Investment Implications
- Compensation alignment: Berger’s incentives will be governed by heightened 2025 financial weights and EPS‑based PSUs, tying clinical execution to revenue and earnings quality—supportive for risk‑adjusted value creation as HIV prevention (lenacapavir) and oncology initiatives mature .
- Retention risk: Four‑year vesting and double‑trigger CIC protections provide stability; clawbacks and misconduct recoupment reduce asymmetric risk; the ban on pledging limits forced selling pressures .
- Trading signals: 2024 corporate performance factor at 123% and 19% TSR reflect strong operational momentum into Berger’s tenure; watch execution on 2025 EPS targets and pipeline milestones under his oversight for leading indicators of PSU accruals and potential estimate revisions .