Harish Manwani
Director at GILD
Board
About Harish Manwani
Harish Manwani (age 71) has served on Gilead’s Board since 2018. He is classified as an independent director and currently chairs the Nominating and Corporate Governance Committee while also serving on the Compensation and Talent Committee. His background includes senior operating leadership at Unilever and global advisory/board roles across multiple regions, bringing extensive global operations, sales/marketing, and human capital expertise to Gilead’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unilever Group | Chief Operating Officer | 2011–2014 | Led global operations across North America, Latin America, Asia, Africa |
| Unilever (India entry) | Joined as Management Trainee; progressed through senior roles | 1976–2014 | Oversaw diverse regional businesses; growth and global scaling |
| Hindustan Unilever Limited | Non-Executive Chairman | 2005–2018 | Governance stewardship in India subsidiary |
| Singapore Economic Development Board | Director | 2013–2019 | Economic development governance |
| Pearson plc | Director | 2013–2018 | Public company board experience |
| Nielsen Holdings plc | Director | 2015–2021 | Public company board experience |
| Qualcomm Incorporated | Director | 2014–2022 | Public company board experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Blackstone Inc. | Senior Operating Partner | 2015 | Advises select portfolio companies |
| Whirlpool Corporation | Director | — | Current public company board service |
| EDBI Pte Ltd. | Director | — | Singapore investment platform board role |
| Tata Sons Private Limited | Director | — | Board role at Indian conglomerate |
| Indian School of Business | Chairman, Executive Board | — | Academic governance leadership |
Board Governance
- Independence: Independent director; 8 of 9 Gilead nominees are independent .
- Committees: Chair, Nominating and Corporate Governance Committee; Member, Compensation and Talent Committee .
- Committee meetings (2024): Board 6; Audit 8; Compensation and Talent 5; Nominating and Corporate Governance 5; Science 4. All directors attended >75% of meetings; average attendance 98.4%; 100% attended the 2024 annual meeting .
- Lead Independent Director: Anthony Welters; independent directors meet regularly in executive session; robust lead director duties ensuring independent oversight .
- Conflicts: Board determined no conflicts or related person transactions involving directors or executive officers from Jan 1, 2024 to Mar 27, 2025 .
Fixed Compensation
| Component (2024) | Amount/Detail | Notes |
|---|---|---|
| Cash fees (annual retainer + committee roles) | $124,754 | Cash retainer for Board service is $75,000; additional cash retainers for committee roles; Lead Independent Director receives $45,000 (if serving on a committee) or $75,000 (if not) . |
| RSU grant value | $149,965 | 2,310 RSUs granted to each Board member on May 8, 2024; vested immediately; valued at $64.92/share on grant date . |
| Option grant value | $149,995 | 12,648 options granted to each serving Board member on May 8, 2024; exercise price $64.92; vested immediately . |
| Total 2024 director compensation | $424,714 | — |
| Equity award structure | Annual $300,000 split ($150k options + $150k RSUs); options fair value by Black-Scholes; RSUs valued at market price; immediate vesting . | |
| Option terms | 10-year max term; early termination 3 years after cessation of Board service; immediate vesting at grant . | |
| Deferred compensation | Eligible to defer cash retainers; payout options and schedules described . | |
| Stock ownership guidelines | ≥5x annual cash retainer; to be achieved over 5 years; all directors in compliance as of Dec 31, 2024 . |
Performance Compensation
- Non-employee director pay is not performance-based; equity grants (RSUs, options) vest immediately and are not tied to performance metrics for directors .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Whirlpool Corporation | Director | Consumer/industrial; no disclosed Gilead-related conflicts . |
| Prior: Pearson plc | Director | No disclosed interlocks with Gilead . |
| Prior: Nielsen Holdings plc | Director | No disclosed interlocks with Gilead . |
| Prior: Qualcomm Incorporated | Director | Technology; no disclosed conflicts with Gilead . |
- Compensation Committee interlocks: None reported for 2024; committee retains FW Cook as independent compensation consultant .
Expertise & Qualifications
- Strong leadership with broad global operational, sales/marketing, and human resources expertise in complex multi-national contexts; experience driving growth at scale .
- Public company board experience and governance acumen; chairs Gilead’s Nominating and Corporate Governance Committee overseeing governance policies, board composition/refresh, compliance program monitoring, ESG oversight, and stockholder engagement program .
Equity Ownership
| Metric (as of Feb 28, 2025) | Value | Notes |
|---|---|---|
| Total beneficial ownership | 95,440 shares; <1% of outstanding | |
| Options exercisable within 60 days | 82,567 shares | |
| Aggregate option awards outstanding (Dec 31, 2024) | 82,567 | |
| Aggregate stock awards outstanding (Dec 31, 2024) | — (none listed) | |
| Ownership guidelines compliance | In compliance (directors ≥5x retainer) |
- Hedging/pledging: Company policy prohibits employees and directors from hedging or pledging company stock .
Governance Assessment
- Board effectiveness: As NCG Chair, Manwani influences board composition, leadership structure, committee refreshment, and annual board/committee evaluations—positive signal for governance rigor and oversight .
- Independence and attendance: Independent status, high board-level attendance rates, and regular executive sessions underpin robust oversight and investor confidence .
- Alignment and incentives: Director stock ownership guidelines (≥5x retainer) with full compliance and annual equity grants (RSUs/options) support ownership alignment; note that director equity is time-based (not performance-conditioned), which is standard practice for non-employee directors .
- Conflicts/related-party: No related person transactions or conflicts involving directors in 2024–early 2025; Manwani’s Blackstone affiliation disclosed with no identified conflicts—audited via annual D&O questionnaires and committee oversight .
- Risk oversight and ESG: NCG Committee oversees compliance and ESG matters; structured ERM and committee-level risk oversight further support governance quality .
- Shareholder signals: 2024 say-on-pay support at 92% indicates broad shareholder endorsement of compensation practices; Board continues engagement on governance topics including leadership structure and compensation design .
- RED FLAGS: None disclosed related to attendance shortfall, related-party transactions, pledging, or compensation anomalies for Manwani. Company policies prohibit hedging/pledging and excise tax gross-ups; no committee interlocks disclosed—favorable from a governance risk perspective .
Overall, Harish Manwani’s governance profile at Gilead reflects independent oversight, strong global operating expertise, and active leadership of core governance functions (NCG Chair, Compensation Committee member), with no disclosed conflicts and solid ownership alignment—supportive of board effectiveness and investor confidence .