Jacqueline K. Barton
Director at GILD
Board
About Jacqueline K. Barton
Jacqueline K. Barton, Ph.D., age 72, has served as an independent director of Gilead Sciences since January 2018. She is Professor of Chemistry Emerita at the California Institute of Technology, where she served more than 30 years and was the Norman Davidson Leadership Chair of the Division of Chemistry and Chemical Engineering from 2009 to 2019. Her distinctions include the 2010 U.S. National Medal of Science and the 2015 Priestley Medal, and she is a member of the National Academy of Sciences, National Academy of Medicine, and the American Philosophical Society (elected a Vice President in 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Institute of Technology | Professor of Chemistry Emerita; Norman Davidson Leadership Chair | Faculty >30 years; Chair 2009–2019 | Led Caltech’s chemistry division; pioneering research in DNA helix chemistry |
| GeneOhm Sciences, Inc. | Founder; Director | Prior to acquisition by Becton, Dickinson | Built molecular diagnostics company; company acquired by BD |
| Gilead Sciences | Scientific Advisory Board Member | 1989–2007 | Provided scientific guidance before board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | Director (prior) | Not disclosed | Governance/science perspective |
| The Dow Chemical Company | Director (prior) | Not disclosed | Governance/science perspective |
| DowDuPont Inc. | Board & Materials Advisory Committee Member (prior) | Not disclosed | Materials advisory expertise |
| American Philosophical Society | Vice President (elected) | 2021 | Leadership in scientific community |
Board Governance
- Independence: Board determined eight of nine nominees are independent; Barton is identified as independent .
- Committees: Compensation and Talent Committee; Science Committee (member) .
- Committee composition and responsibilities: Compensation and Talent Committee (2024: 5 meetings); current members include Anthony Welters (Chair), Jacqueline K. Barton, Kelly A. Kramer, and Harish Manwani; all members are independent and the committee oversees executive compensation, succession, stock ownership guidelines, and human capital policies .
- Attendance: All directors attended >75% of aggregate Board/committee meetings; average attendance was 98.4% in 2024 and 99.2% in 2023; 100% attendance at the annual meeting in both years .
- Meeting counts (2024): Board (6), Audit (8), Compensation and Talent (5), Nominating and Corporate Governance (5), Science (4) .
| Governance Attribute | Status/Detail | Citation |
|---|---|---|
| Independence | Independent director | |
| Board Tenure | Director since 2018 | |
| Committees | Compensation and Talent; Science | |
| 2024 Attendance | >75% for all directors; 98.4% average | |
| 2023 Attendance | >75% for all directors; 99.2% average | |
| Annual Meeting Attendance | 100% (2023 and 2024) | |
| Compensation Committee Interlocks | None disclosed; all members independent |
Fixed Compensation
| Year | Cash Retainer | RSU Grant Fair Value | Option Grant Fair Value | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $115,000 | $149,965 | $149,995 | $15,000 (charitable match) | $429,960 |
| 2023 | $115,000 | $149,922 | $149,999 | $15,000 (charitable match) | $429,921 |
- Program structure: Non-employee directors receive annual cash retainers for Board and committee service plus annual equity awards in RSUs and stock options (each targeted at $150,000 grant-date fair value). Lead Independent Director and committee chairs receive additional cash retainers; no additional equity for committee service. Cash retainer paid quarterly/pro-rated. Option shares determined via Black-Scholes; RSU shares determined by closing price on grant date .
Performance Compensation
| Year | RSUs Granted (Shares) | RSU Grant Date | Closing Price Used | Vesting | Options Granted (Shares) | Exercise Price | Vesting/Term |
|---|---|---|---|---|---|---|---|
| 2024 | 2,310 (per director grant) | May 8, 2024 | $64.92 | Immediate vest | Not individually disclosed (award sized to $150,000 fair value via Black-Scholes) | Not disclosed | Immediate vest; 10-year max term; 3-year post-service early termination |
| 2023 | 1,887 (per director grant) | May 3, 2023 | $79.45 | Immediate vest | 10,173 (per director grant) | $79.45 | Immediate vest; 10-year max term; 3-year post-service early termination |
- Deferred Compensation: Directors may defer cash retainers into phantom shares or investment funds; payouts in lump sum or installments, typically at a designated age or upon cessation of service; phantom shares convert to actual shares at distribution; no above-market interest .
- Stock Ownership Guidelines: Non-employee directors must hold Gilead shares equal to at least five times the annual cash retainer within five years; all directors were in compliance as of Dec 31, 2024 and Dec 31, 2023 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None |
| Prior Public Company Boards | Dow Inc.; The Dow Chemical Company; Board/Materials Advisory Committee of DowDuPont Inc. |
| Compensation Committee Interlocks | None; no relationships requiring Item 404 disclosure for committee members in 2024 |
Expertise & Qualifications
- Distinguished academic scientist and inventor with extensive chemistry and biomedical research expertise; nationally recognized awards (National Medal of Science; Priestley Medal) .
- Business experience as founder/director in molecular diagnostics (GeneOhm); long-standing engagement with Gilead’s science via Scientific Advisory Board role (1989–2007) .
- Board skills matrix identifies science/research and public company board experience among core competencies .
Equity Ownership
| As of Date | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Components/Notes |
|---|---|---|---|
| Feb 28, 2025 | 113,779 | <1% (asterisk) | Includes 84,686 options exercisable within 60 days; 4,553 vested RSUs deferred |
| Feb 29, 2024 | 94,268 | <1% (asterisk) | Includes 72,038 options exercisable within 60 days |
| Dec 31, 2024 (position) | 4,553 aggregate RSUs outstanding; 84,686 options outstanding | — | RSUs may be deferred; options subject to standard director award terms |
- Pledging/Hedging: No disclosures of pledged shares or hedging policies specific to Barton; stock ownership guidelines apply to all directors and were met .
Governance Assessment
- Board effectiveness: Barton adds deep scientific rigor and long-tenure academic leadership aligned to Gilead’s science-intensive portfolio; her presence on the Science Committee strengthens oversight of R&D and oncology/HIV strategic priorities .
- Compensation oversight: As a member of the Compensation and Talent Committee, she participates in executive pay design, succession planning, stock ownership guidelines, and human capital oversight; the committee uses an independent consultant (FW Cook), and the company disclosed no interlocks or related-party issues for 2024—supportive of governance quality .
- Independence & engagement: Confirmed independent; strong attendance (>98% average in 2024, 100% annual meeting attendance), and the Board’s evaluation process includes one-on-one discussions and self-assessments, indicating active engagement .
- Alignment & incentives: Barton’s compensation is primarily equity-based (RSUs and options vesting immediately), with ownership guidelines at 5× annual retainer and beneficial ownership including exercisable options and deferred RSUs—signals alignment with shareholder value without performance-linked PSUs typical for executives, which is consistent with director best practices .
- Conflicts and related-party exposure: Board disclosed no conflicts for directors from Jan 1, 2024 through Mar 27, 2025 and no Item 404 related-party transactions for compensation committee members—no red flags identified .
Red Flags: None disclosed specific to Barton. No current other public directorships that create competitive interlocks; high attendance; independent compensation governance; compliance with ownership guidelines .