Johanna Mercier
Chief Commercial Officer at GILD
Executive
About Johanna Mercier
Johanna Mercier (age 55) is Gilead’s Chief Commercial Officer, joining in 2019 after 25 years at Bristol‑Myers Squibb across global commercial leadership roles; she holds a biology degree from the University of Montreal and an MBA from Concordia University . Under her commercial leadership, Gilead delivered 2024 total product sales of $28.6B (+6% YoY), with HIV sales $19.6B (+8%), oncology sales $3.3B (+12%), and a 19% total shareholder return that outperformed peers over 1, 3, and 5 years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | Executive commercial leadership positions across geographies and functions | ~1994–2019 (25 years) | Broad global commercial experience; execution across therapeutic areas and markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Director | Current | External biotech governance and market insights |
| USC Leonard D. Schaeffer Center for Health Policy & Economics | Board member | Current | Health economics and policy perspective |
| Arcus Biosciences, Inc. | Director (in connection with partnership) | Current | Collaboration oversight; oncology pipeline alignment |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $1,081,471 | $1,114,035 | $1,148,038 |
| Target Annual Incentive (% of salary) | 100% | 100% | 100% |
| Actual Annual Incentive (USD) | $1,995,732 | $1,805,440 | $1,845,246 |
| Perquisites & Other (USD) | $244,997 | $176,580 | $176,158 (incl. $122,842 relocation) |
Notes: 2024 annual incentive reflected a corporate performance factor of 123% and Mercier’s individual performance factor of 130% . Executive pay mix places substantial weight on at‑risk incentive comp (AIP + LTI) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Results
| Metric | Weighting | Threshold | Target | Actual/Factor | Payout Contribution |
|---|---|---|---|---|---|
| Net Product Revenue (ex‑Veklury, Livdelzi) | Financial (part of 50%) | — | Internal target (above 2023 actual) | 140% factor | 42% |
| Non‑GAAP Operating Income (ex items) | Financial (part of 50%) | — | Internal target (above 2023 actual) | 150% factor | 30% |
| Pipeline milestones (NME adds, NDA filings, trials) | Strategic (part of 50%) | — | Pre‑set milestones | 132% factor | 33% |
| Product milestones (Biktarvy, Trodelvy, Yescarta/Tecartus) | Strategic (part of 50%) | — | Commercial targets | 75% factor | 11% |
| People/Engagement/Inclusion | Strategic (part of 50%) | — | Engagement & inclusion goals | 65% factor | 7% |
| Corporate Performance Factor | — | — | — | 123% | — |
| Individual Performance Factor (Mercier) | — | — | — | 130% | — |
Design highlights: AIP 50% financial (net product revenue, non‑GAAP operating income) and 50% strategic (pipeline, product, people); 0–200% payout cap; Veklury handled via 0.75x–1.25x modifier (1.00x applied for 2024) .
Long‑Term Incentives (LTI) – 2024 Grants and Structure
| Component | 2024 Target Equity Value | Award Detail | Vesting / Performance |
|---|---|---|---|
| Performance Shares (PSUs) – Relative TSR | Part of $5,200,000 total | Target 18,450 shares | 3‑year rTSR vs S&P Healthcare Sub‑Index; 0–200% payout; cap at 100% if absolute TSR negative |
| Performance Shares (PSUs) – Revenue | Part of $5,200,000 total | Target 17,305 shares | Three annual revenue subtranches (2024 set; 2025/2026 TBD at cycle start); cumulative payout at end of 3 years |
| Stock Options | — | 87,970 options @ $75.12 strike | 10‑year term; 25% at 1 year, 6.25% quarterly thereafter |
| Restricted Stock Units (RSUs) | — | 17,305 RSUs | 25% at 1 year, 6.25% quarterly thereafter |
PSU performance history: 2022 cohort certified at 200% of target for rTSR and 170.93% for revenue (subtranche results: 200%, 136.36%, 176.42%), with Mercier earning 54,340 TSR shares and 47,586 revenue shares upon certification (released Feb 4, 2025) .
Equity Ownership & Alignment
- Beneficial Ownership (as of Feb 28, 2025): 601,027 shares; includes 500,193 stock options exercisable within 60 days and 8,080 RSUs vesting within 60 days; <1% of shares outstanding .
- Stock Ownership Guidelines: Executives must maintain ownership multiples of salary; all NEOs in compliance as of Dec 31, 2024 .
- Hedging & Pledging: Prohibited for all employees and directors (no hedging transactions; no pledging company stock) .
- 2024 Option Exercises & Stock Vested: Mercier exercised no options; 75,068 shares vested with $5,859,871 value realized on vesting .
Key Outstanding/Recent Awards (as of Dec 31, 2024)
| Award | Status/Count | Notes |
|---|---|---|
| 2024 Options | 87,970 unexercisable @ $75.12 | Standard 4‑year vesting; 10‑year term |
| 2024 RSUs | 17,305 unvested | Standard 4‑year vesting schedule |
| 2024 PSU (Revenue) – 1st subtranche | 10,178 accrued at 176% factor | Subject to service vesting to certification date |
| 2024 PSU (TSR) | 18,450 target | 3‑year rTSR; payout 0–200% |
Employment Terms
- Employment is at‑will; no fixed term employment agreement .
- Severance Plan (non‑CIC) for NEOs: 1.5x base salary + 1.0x target bonus; pro‑rata current‑year target bonus; COBRA premium lump‑sum (~18 months); 6 months outplacement; no equity acceleration (except retirement/death/disability design) .
- Change‑in‑Control (double‑trigger) for NEOs: 2.5x base salary + 2.5x target bonus; pro‑rata current‑year target bonus; COBRA premium lump‑sum (~30 months); 6 months outplacement; 100% acceleration of options/RSUs; PSUs accelerate at target if CIC within first 12 months or greater of target based on actual performance thereafter .
- Excise Tax Gross‑ups: Not provided .
- Clawbacks: SEC‑compliant mandatory recovery on restatements; additional misconduct clawback authority covering cash and equity awards .
Potential Payments – Mercier (Hypothetical at 12/31/2024)
| Scenario | Cash Severance | Pro‑rata Bonus | COBRA Lump‑sum | Outplacement | Equity Acceleration | Total |
|---|---|---|---|---|---|---|
| Involuntary (no CIC) | $2,885,000 | $1,154,000 | $49,410 | $7,950 | $0 | $4,096,360 |
| CIC Termination (double‑trigger) | $5,770,000 | $1,154,000 | $82,351 | $7,950 | $23,985,723 (assumed achievement levels) | $31,000,024 |
| Death/Disability | — | — | — | — | $23,985,723 | $23,985,723 |
Assumptions in table use $92.37 stock price and specified PSU achievement factors per footnotes .
Compensation Structure & Governance Signals
- Pay‑for‑Performance: High at‑risk mix (AIP + PSUs/options/RSUs); PSU metrics rTSR and multi‑year financial goals; 2025 program shifts increase financial weighting in AIP to 60% and replace PSU revenue metric with multi‑year adjusted EPS to sharpen bottom‑line focus .
- No option repricing; no SERP; clawbacks robust; SEC‑aligned governance practices .
- Compensation Peer Group: 10 large biopharma peers; Committee does not target a specific percentile; takes holistic approach .
- Say‑on‑Pay Support: 2024 approval ~92%; consistent broad support and ongoing investor engagement .
Performance & Track Record
- 2024 execution exceeded budget across HIV (Biktarvy growth), oncology (Trodelvy), liver disease (Livdelzi launch) and COVID; Mercier led commercial planning for lenacapavir PrEP globally and helped drive voluntary licenses in 120 countries; led Livdelzi U.S. launch post‑CymaBay acquisition .
- HIV portfolio sales $19.6B (+8%); oncology $3.3B (+12%); base business $26.8B (+8%); TSR +19% in 2024 .
Equity Ownership & Insider Activity Indicators
- Upcoming vesting/certification milestones can create mechanical delivery events (e.g., 2022 PSUs released Feb 4, 2025); in 2024 Mercier had no option exercises and saw ~$5.86M value realized on stock vesting, suggesting limited option‑driven selling pressure in 2024; hedging/pledging are prohibited, and executives must meet ownership guidelines .
- Form 4 plan/transaction details are not disclosed in the proxy; further Form 4 analysis would be needed to quantify recent sales or 10b5‑1 plans.
Investment Implications
- Strong alignment: High proportion of at‑risk pay tied to rTSR and financial outcomes, strict clawbacks, and prohibition of hedging/pledging reduce misalignment and governance risk .
- Execution leverage: Mercier’s commercial leadership is linked to key revenue drivers (HIV, oncology, liver disease); AIP and PSUs directly tie payout to net product revenue, non‑GAAP operating income, and rTSR, reinforcing focus on profitable growth .
- Retention vs. transaction risk: Double‑trigger CIC acceleration is material (~$24.0M equity acceleration in the hypothetical) and cash multiples (2.5x) are sizable, which can both retain talent and create incentives around strategic transactions; no excise tax gross‑ups and at‑will status temper long‑tail obligations .
- Trading signals: Scheduled RSU/PSU vesting and option vesting cadence provide predictable supply; absence of 2024 option exercises suggests limited option‑driven selling last year, but periodic PSU certifications can lead to share delivery events; monitor upcoming certification dates and any Form 4 activity for near‑term flow insights .