Jeffrey A. Bluestone
GILEAD SCIENCESAbout Jeffrey A. Bluestone
Jeffrey A. Bluestone, Ph.D., age 71, is an independent director of Gilead Sciences who has served on the Board since 2020. He is President and Chief Executive Officer of Sonoma Biotherapeutics, a clinical-stage biotech focused on engineered regulatory T cell therapies, and is an internationally recognized immunotherapy scientist with a four-decade academic career at UCSF and the University of Chicago . Gilead classifies him as independent; eight of nine directors are independent under Nasdaq and Board Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCSF Diabetes Center | A.W. and Mary Margaret Clausen Distinguished Professor Emeritus; Director, Diabetes Center | Faculty and leadership roles over 24 years; Director 2000–2019 | Led research advancing T‑cell activation/tolerance; >500 publications; research led to first FDA‑approved therapy to delay/prevent autoimmune T1D and first FDA‑approved checkpoint inhibitor for metastatic melanoma |
| Parker Institute for Cancer Immunotherapy | President & CEO | 2015–2019 | Led multi‑center immunotherapy initiatives |
| Immune Tolerance Network (NIH‑funded) | Founding Director | Not disclosed | Ran largest NIH clinical immunology research program (transplantation, autoimmunity, asthma/allergy) |
| University of Chicago, Ben May Institute | Ludwig Professor and Director | Not disclosed | Academic leadership in immunology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonoma Biotherapeutics, Inc. | President & CEO | Since 2019 | Clinical-stage biotech (engineered Tregs for autoimmune/inflammatory disease) |
| National Academies (NAS, NAM) and AAAS | Member | — | Elected to NAS, NAM, AAAS; Guggenheim Fellow |
| Cancer Moonshot Blue Ribbon Panel | Member | Not disclosed | Appointed by then Vice President Joe Biden |
| Provention Bio, Inc. | Director (former) | 2013–2022 | Former public company directorship |
Board Governance
- Independence: Independent director under SEC, Nasdaq, and Board Guidelines .
- Committee assignments: Member, Science Committee; not Chair (Science Committee chaired by Dr. Sandra Horning) .
- Attendance: All directors attended >75% of 2024 Board/committee meetings; average attendance 98.4%; 100% attended the 2024 annual meeting .
- 2024 meeting counts: Board (6), Audit (8), Compensation & Talent (5), Nominating & Corporate Governance (5), Science (4) .
- Conflicts/related-party: Board determined no conflicts of interest for directors (Jan 1, 2024–Mar 27, 2025); no related person transactions .
- Executive sessions: Independent directors meet regularly in executive session, led by the Lead Independent Director .
Fixed Compensation
| 2024 Non‑Employee Director Compensation (USD) | Amount |
|---|---|
| Cash fees (retainers/committee fees) | $95,000 |
| Stock awards (RSUs, grant-date fair value) | $149,965 |
| Option awards (grant-date fair value) | $149,995 |
| All other compensation (charitable match) | $15,000 |
| Total | $409,960 |
- Deferred compensation election: Dr. Bluestone elected to defer $95,000 of 2024 cash retainer into the Deferred Compensation Plan .
- Director compensation structure: Standard 2024 cash board retainer was $75,000 with additional retainers for committee roles; non‑employee directors also receive annual RSU and option grants; equity vests immediately on grant; stock options carry 10‑year term .
- Stock ownership guideline: Non‑employee directors must hold shares equal to 5× annual cash retainer within five years; as of Dec 31, 2024 all directors were compliant .
2024 Equity Grants — Detail
| Equity instrument | Grant date | Shares/Options | Key terms |
|---|---|---|---|
| RSUs | May 8, 2024 | 2,310 RSUs | Granted under 2022 Plan; vested immediately; value calculated at $64.92 close |
| Stock options | May 8, 2024 | 12,648 options | Exercise price $64.92; vested immediately; 10‑year term |
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned equity (no PSUs) or cash bonuses; RSUs and options vest immediately upon grant . No performance metrics apply to director pay .
Other Directorships & Interlocks
| Company | Role | Status/Dates | Notes |
|---|---|---|---|
| Provention Bio, Inc. | Director | 2013–2022 | Former public directorship |
| Current public company boards | — | None | No current public company board service disclosed |
| Overboarding | — | In compliance | 100% compliance with director overboarding guidelines |
Expertise & Qualifications
- Internationally recognized immunotherapy leader; research shaped T‑cell activation/tolerance; >500 publications .
- Research contributions led to first FDA‑approved therapy to delay/prevent autoimmune type 1 diabetes and first FDA‑approved checkpoint inhibitor for metastatic melanoma/other cancers .
- Founding Director, Immune Tolerance Network (largest NIH clinical immunology research program) .
- Member, NAS, NAM, AAAS; former Ludwig Professor and Institute Director (Univ. of Chicago); Parker Institute President & CEO .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 62,333 shares; includes options and deferred RSUs noted below (<1% of outstanding) |
| Options exercisable (within 60 days of Feb 28, 2025) | 49,216 shares via options |
| Deferred RSUs (vested, deferred issuance) | 4,197 shares |
| Ownership as % of shares outstanding | <1% |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
| Director ownership guideline | 5× annual cash retainer; all directors compliant as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent director with deep scientific expertise aligned to Gilead’s R&D oversight; active service on Science Committee; strong Board‑wide attendance; no conflicts or related‑party transactions disclosed; director ownership guideline in place and compliant; company prohibits hedging/pledging .
- Compensation alignment: Director pay balanced between cash and immediately vested equity (RSUs/options), with optional deferral; ownership guideline enhances alignment despite immediate vesting .
- Shareholder sentiment signal (boardwide): 2024 Say‑on‑Pay supported by 92% of votes cast, indicating broad investor comfort with compensation governance (context for overall board effectiveness) .
No related person transactions or conflicts of interest involving directors or executive officers were identified for Jan 1, 2024–Mar 27, 2025 .