Kelly A. Kramer
GILEAD SCIENCESAbout Kelly A. Kramer
Independent director of Gilead Sciences since 2016; age 57. Retired Executive Vice President and Chief Financial Officer of Cisco Systems (2015–2020). Serves as Audit Committee Chair and member of the Compensation and Talent Committee; designated an “audit committee financial expert.” Background includes senior finance leadership at GE Healthcare Systems and GE Healthcare Biosciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Executive Vice President & CFO | 2015–2020 | Led corporate finance; strategic and financial planning |
| Cisco Systems, Inc. | SVP Corporate Finance | Prior to 2015 | Corporate finance leadership |
| GE Healthcare Systems | Vice President & CFO | Not disclosed | Division CFO responsibilities |
| GE Healthcare Biosciences | CFO | Not disclosed | Division CFO responsibilities |
| GE | Various roles (Corporate HQ, Transportation, Aerospace) | Not disclosed | Finance and operations across divisions |
External Roles
| Company | Role | Tenure | Committees (if disclosed) |
|---|---|---|---|
| Snowflake Inc. | Director | Current | Not disclosed |
| Coinbase, Inc. | Director | Current | Not disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director |
| Board Tenure | Director since 2016 |
| Committee Assignments | Audit (Chair); Compensation & Talent (Member) |
| Audit Committee Financial Expert | Yes (Board-determined) |
| 2024 Meeting Attendance | All directors >75% attendance; average 98.4% (Board & committee); 100% attended 2024 annual meeting |
| 2024 Meeting Counts | Board: 6; Audit: 8; Compensation & Talent: 5; Nominating & Governance: 5; Science: 4 |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $135,000 |
| All Other Compensation | $0 |
| Total Cash (Board + Committees) | Included in fees above (program: $75,000 annual Board retainer plus additional committee/leadership retainers) |
Program features: Non-employee directors receive annual cash retainers and equity awards; amounts reviewed annually with FW Cook; reimbursed for business-related expenses . Directors may defer cash retainers via a Deferred Compensation Plan (phantom shares or investment funds) .
Performance Compensation
| Equity Component | Grant Date | Quantity/Terms | Grant-Date Fair Value | Vesting/Other Terms |
|---|---|---|---|---|
| RSUs | May 8, 2024 | 2,310 RSUs | $149,965 | Vests immediately; issuance may be deferred; subject to standard director RSU terms |
| Stock Options | May 8, 2024 | 12,648 options; exercise price $64.92/share | $149,995 | Vests immediately; 10-year term; options terminate 3 years after Board service ends |
Program terms: Annual equity split between stock options and RSUs (target $150,000 each); options priced at fair market value on grant date; RSUs and options for committee roles receive no additional equity; initial awards prorated for new directors .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public boards | Snowflake Inc.; Coinbase, Inc. |
| Overboarding policy compliance | Yes; directors limited to ≤3 other public boards (or ≤1 if serving as a public-company executive); 100% compliance |
| Compensation committee interlocks | None for 2024; no relationships requiring Item 404 disclosure |
Expertise & Qualifications
- Significant financial expertise; prior CFO roles in technology and healthcare divisions .
- Strategic and financial planning and corporate development experience .
- Designated “audit committee financial expert” by the Board .
Equity Ownership
| Metric | As of Feb 28, 2025 |
|---|---|
| Total Beneficial Ownership (shares) | 117,487; less than 1% of outstanding |
| Ownership % of Outstanding | <1% (based on 1,245,162,793 shares outstanding) |
| Components (within 60 days) | 98,554 options exercisable; 17,594 vested RSUs deferred |
| Director Stock Ownership Guideline | ≥5× annual cash retainer; all directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Policy for directors and employees |
Governance Assessment
- Board effectiveness: Kramer chairs Audit Committee with formal oversight of accounting, ICFR, disclosure controls, cybersecurity risk, auditor selection, partner rotation, and pre-approval of related-party transactions; Audit Committee report signed by Kramer as Chair .
- Independence & engagement: Independent, audit financial expert, and Compensation & Talent Committee member; Board average attendance 98.4%, with all directors above 75% and 100% annual meeting attendance in 2024—signals active oversight .
- Compensation alignment: Director pay mix balanced between cash and equity; RSUs/options vest immediately but ownership guidelines (≥5× retainer) and deferral capabilities support long-term alignment; no meeting fees; equity award terms standard and transparent .
- Conflicts/related-parties: Board determined no director or executive related person transactions or conflicts (Jan 1, 2024–Mar 27, 2025); directors screened annually for independence and conflicts .
- RED FLAGS: None disclosed—no related party transactions; hedging/pledging prohibited; overboarding guidelines met; no compensation committee interlocks .
Implication for investors: Kramer’s deep CFO experience and role as Audit Committee Chair, combined with independence, financial expert designation, and strong attendance, support board credibility on financial oversight and risk management—reducing governance risk while her current external directorships (Snowflake, Coinbase) appear non-overlapping with Gilead’s biopharma operations, mitigating direct industry conflicts .