Sandra J. Horning
About Sandra J. Horning
Sandra J. Horning, M.D., is an independent director of Gilead Sciences, Inc. (GILD) since 2020; she is age 76 and serves as Chair of the Board’s Science Committee and a member of the Nominating and Corporate Governance Committee . Dr. Horning is a retired Chief Medical Officer and Global Head of Product Development at Roche, and previously spent 25 years as a practicing oncologist and tenured professor at Stanford University School of Medicine; she also served as President of the American Society of Clinical Oncology (ASCO) in 2005–2006 and received multiple industry recognitions, including 2020 HBA Woman of the Year and the 2017 Duane Roth Memorial Award .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche/Genentech | Chief Medical Officer & Global Head of Product Development | Retired 2019; ~10 years at Roche/Genentech | Helped bring 15 new medicines to patients across cancer, MS, influenza, and blindness |
| Stanford University School of Medicine | Practicing oncologist; tenured professor; Professor of Medicine Emerita | 25 years | Clinical practice and academic leadership |
| American Society of Clinical Oncology (ASCO) | President | 2005–2006 | Professional leadership in oncology |
| Foundation Medicine, Inc. | Director | 2015–2018 | Board service in precision oncology |
| EQRx, Inc. | Director | 2021–2023 | Board service in biopharma |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Moderna, Inc. | Director | Current | Public company board service |
| Olema Pharmaceuticals, Inc. | Director | Current | Public company board service |
| Revolution Medicines, Inc. | Director | Current | Public company board service |
Board Governance
- Committee assignments: Chair, Science Committee; Member, Nominating & Corporate Governance Committee . The Science Committee oversees R&D strategy, portfolio quality and clinical program progress; monitors key trials and scientific landscape impact . The Nominating & Corporate Governance Committee oversees board composition/refresh, independence determinations, compliance program oversight, ESG oversight, and shareholder engagement .
- Independence: The Board determined eight of nine nominees are independent; Dr. Horning is independent .
- Attendance: In 2024 all directors attended >75% of Board/committee meetings; average attendance was 98.4%, and 100% attended the 2024 annual meeting .
- 2024 meetings: Board (6), Audit (8), Compensation & Talent (5), Nominating & Corporate Governance (5), Science (4) .
- Conflicts: The Board reported no related person transactions or conflicts of interest for directors/executives from Jan 1, 2024 to Mar 27, 2025 .
- Overboarding: Board states 100% compliance with director overboarding guidelines; average other public directorships is 1.2 .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash Fees Earned | 130,000 | Board retainer plus committee/chair retainers; Dr. Horning elected to defer $130,000 under the Deferred Compensation Plan |
| Stock Awards (RSUs) Fair Value | 149,965 | RSUs granted in 2024; annual program awards vest immediately |
| Option Awards Fair Value | 149,995 | Stock options granted in 2024; annual program awards vest immediately |
| All Other Compensation | — | None |
| Total | 429,960 |
Program structure: non-employee directors receive annual cash retainer ($75,000), additional cash retainers for Lead Independent Director and committee chairs/members, and annual equity awards split between stock options and RSUs; awards vest immediately on grant. Directors may defer cash retainers, including to phantom shares, under the Deferred Compensation Plan. Stock ownership guideline requires holding shares equal to ≥5× annual cash retainer within five years; as of Dec 31, 2024, all directors were in compliance .
Performance Compensation
Non-employee director compensation is not performance-based; RSUs and stock options vest upon grant, and there are no meeting fees or performance metrics tied to director pay .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks |
|---|---|---|---|
| Moderna, Inc. | Biotech | Director | Noted as current public board; Board determined no conflicts 2024–2025 period |
| Olema Pharmaceuticals, Inc. | Biopharma (oncology) | Director | Current public board; no related person transactions/conflicts disclosed |
| Revolution Medicines, Inc. | Biopharma (oncology) | Director | Current public board; no related person transactions/conflicts disclosed |
Note: Gilead’s Board annually screens independence and conflicts; no conflicts/related party transactions were disclosed for the period .
Expertise & Qualifications
- Significant leadership in pharma/healthcare; expertise in drug development across multiple therapeutic areas .
- Physician and practicing oncologist background, aligning with Science Committee oversight .
- Industry recognition: 2020 Healthcare Businesswomen’s Association Woman of the Year; 2017 Duane Roth Memorial Award .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | Feb 28, 2025 | 76,492 | Less than 1% of shares outstanding |
| Options exercisable within 60 days | Feb 28, 2025 | 65,060 | Included in beneficial count |
| Vested RSUs deferred (outstanding) | Dec 31, 2024 | 7,801 | RSUs vested; receipt deferred per plan |
| Ownership guideline compliance | Dec 31, 2024 | In compliance | Guideline = 5× annual cash retainer |
| Hedging/pledging of company stock | Policy | Prohibited | Governance best practice |
Recent Equity Award Details (Director Grants recorded on Form 4)
| Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Options (#) | Exercise Price ($/sh) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| May 8, 2024 | 2,310 | 149,965 | 12,648 | 64.92 | 149,995 | Immediate |
Dr. Horning also elected to defer $130,000 of her 2024 cash retainer under the Deferred Compensation Plan . A subsequent Form 4 was filed in May 2025 reflecting director transactions for Gilead Sciences (SEC Form 4, 05/08/2025) .
Governance Assessment
- Board effectiveness: Dr. Horning’s clinical and development expertise aligns with Science Committee leadership overseeing Gilead’s R&D portfolio and clinical programs—a core value driver for the company .
- Independence and engagement: Independent status, high attendance across the Board in 2024 (98.4% average), and compliance with ownership guidelines support investor alignment; executive sessions and robust Lead Independent Director role further enhance oversight .
- Compensation and alignment: Balanced director pay mix (cash and immediately vesting equity) with optional deferral and stock ownership requirements; hedging/pledging is prohibited—favorable alignment signals .
- Conflicts/related parties: Despite multiple external biotech board seats, Gilead reports no conflicts or related person transactions for the period—mitigates governance risk .
- Watch items: External board commitments should continue to be monitored for time/attention risks, though Board states 100% compliance with overboarding guidelines; average other public directorships is 1.2, and Dr. Horning remains within stated limits .