XML 187 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the company. For further information regarding our pay for performance philosophy and how we align executive compensation with corporate performance, refer to the “Compensation Discussion and Analysis” on page 47.

                   Value of Initial Fixed $100
Investment Based on:
         
Year      Summary
Compensation
Table Total for
Mr. O’Day(1)
       Compensation
Actually Paid to
Mr. O’Day(2)
       Average
Summary
Compensation
Table Total for
Other NEOs(3)
       Average
Compensation
Actually Paid to
Other NEOs(4)
       Total
Shareholder
Return(5)
       Peer Group
Total
Shareholder
Return(6)
       Net Income
(in millions)(7)
       Net Product
Revenue
(in millions)(8)
 
2022       $21,621,253          $54,965,255          $7,874,828          $18,182,586               $150               $114                $4,566              $26,982 
2021  $19,229,466   $31,485,348   $6,279,776   $9,693,178   $121   $126   $6,201   $27,008 
2020  $18,998,095   $16,117,322   $6,616,768   $6,126,435   $93   $126   $89   $24,355 

(1) The dollar amounts reported are the amounts reported in the “Total” column of the Summary Compensation Table for our Chairman and Chief Executive Officer, Mr. O’Day.
(2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules, for Mr. O’Day. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
                    
  Year      Summary
Compensation Table
Total for Mr. O’Day
       Less: Summary
Compensation
Table Reported
Value of Equity
Awards(a)
       Plus: Equity Award
Adjustments(b)
       Equals: Compensation
Actually Paid to Mr. O’Day
 
  2022                    $21,621,253            $14,353,915                 $47,697,917                             $54,965,255 
  2021  $19,229,466   $13,139,064   $25,394,946   $31,485,348 
  2020  $18,998,095   $11,513,097   $8,632,324   $16,117,322 

   (a) Represents the aggregate grant-date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
  (b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
                       
   Year      Year End
Fair Value of
Equity Awards
Granted during
the Year
       Year over Year
Change in Fair Value
of Outstanding and
Unvested Equity Awards
Granted in Prior Years
       Year over Year Change
in Fair Value of Equity
Awards Granted
in Prior Years that
Vested in the Year
       Value of Dividend
Equivalents Accrued
or other Earnings Paid
on Stock Awards not
Otherwise Reflected
in Fair Value
       Total Equity
Award
Adjustments
 
  2022          $34,153,918                             $14,183,571                           $(1,966,582)                           $1,327,010       $47,697,917 
  2021  $17,162,219   $6,011,125   $707,262   $1,514,340   $25,394,946 
  2020  $8,885,442   $(1,693,496)   $409,911   $1,030,467   $8,632,324 

(3) The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Deborah H. Telman; and (ii) for 2021 and 2020, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Brett A. Pletcher.
(4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs identified in footnote 3, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the any NEO during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:
                   
   Year  Average
Reported Summary
Compensation Table
Total for Other NEOs
   Less: Summary
Compensation Table
Average Reported
Value of Equity Awards
   Plus: Average
Equity Award
Adjustments(a)
   Equals: Average
Compensation Actually
Paid to Other NEOs
 
  2022                       $7,874,828                             $4,961,052           $15,268,810                          $18,182,586 
  2021  $6,279,776   $3,625,534   $7,038,936   $9,693,178 
  2020  $6,616,768   $3,087,064   $2,596,731   $6,126,435 

   (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

   Year      Average Year End
Fair Value of Equity
Awards Granted
during the Year
       Year over Year Average
Change in Fair Value
of Outstanding and
Unvested Equity Awards
Granted in Prior Years
       Year over Year
Average Change in
Fair Value of Equity
Awards Granted
in Prior Years that
Vested in the Year
       Average Value of
Dividend Equivalents
Accrued or other
Earnings Paid on Stock
Awards not Otherwise
Reflected in Fair Value
       Total Average
Equity Award
Adjustments
 
  2022                   $11,751,514                               $3,365,229                      $(289,102)                               $441,169          $15,268,810 
  2021  $4,989,853   $1,461,574   $271,571   $315,938   $7,038,936 
  2020  $2,488,166   $(365,446)  $269,145   $204,866   $2,596,731 

(5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of each year shown and the beginning of the measurement period by our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.
(6) The peer group used for this purpose is Nasdaq Biotechnology Index.
(7) The dollar amounts reported represent the amount of net income reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Included in our net income for 2020 was a $4.5 billion charge to acquired in-process research and development (“IPR&D”) expense recorded in connection with our acquisition of Forty Seven, Inc. Our 2022 net income included a $2.7 billion partial impairment charge related to certain IPR&D assets acquired from Immunomedics, Inc.
(8) The dollar amounts reported represent the amount of net product sales revenue reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Our product revenue excluding Veklury (remdesivir) increased by $1.6 billion from 2021 to 2022 primarily due to increased sales in HIV and Oncology, whereas Veklury revenue decreased by $1.7 billion over the same period, as expected, primarily driven by lower rates of COVID-19 related hospitalizations.
   
Company Selected Measure Name Net Product Revenue    
Named Executive Officers, Footnote [Text Block] The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Deborah H. Telman; and (ii) for 2021 and 2020, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Brett A. Pletcher.    
Peer Group Issuers, Footnote [Text Block] The peer group used for this purpose is Nasdaq Biotechnology Index.    
PEO Total Compensation Amount $ 21,621,253 $ 19,229,466 $ 18,998,095
PEO Actually Paid Compensation Amount $ 54,965,255 31,485,348 16,117,322
Adjustment To PEO Compensation, Footnote [Text Block] The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules, for Mr. O’Day. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
                    
  Year      Summary
Compensation Table
Total for Mr. O’Day
       Less: Summary
Compensation
Table Reported
Value of Equity
Awards(a)
       Plus: Equity Award
Adjustments(b)
       Equals: Compensation
Actually Paid to Mr. O’Day
 
  2022                    $21,621,253            $14,353,915                 $47,697,917                             $54,965,255 
  2021  $19,229,466   $13,139,064   $25,394,946   $31,485,348 
  2020  $18,998,095   $11,513,097   $8,632,324   $16,117,322 

   (a) Represents the aggregate grant-date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
  (b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
                       
   Year      Year End
Fair Value of
Equity Awards
Granted during
the Year
       Year over Year
Change in Fair Value
of Outstanding and
Unvested Equity Awards
Granted in Prior Years
       Year over Year Change
in Fair Value of Equity
Awards Granted
in Prior Years that
Vested in the Year
       Value of Dividend
Equivalents Accrued
or other Earnings Paid
on Stock Awards not
Otherwise Reflected
in Fair Value
       Total Equity
Award
Adjustments
 
  2022          $34,153,918                             $14,183,571                           $(1,966,582)                           $1,327,010       $47,697,917 
  2021  $17,162,219   $6,011,125   $707,262   $1,514,340   $25,394,946 
  2020  $8,885,442   $(1,693,496)   $409,911   $1,030,467   $8,632,324 

   
Non-PEO NEO Average Total Compensation Amount $ 7,874,828 6,279,776 6,616,768
Non-PEO NEO Average Compensation Actually Paid Amount $ 18,182,586 9,693,178 6,126,435
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs identified in footnote 3, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the any NEO during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:
                   
   Year  Average
Reported Summary
Compensation Table
Total for Other NEOs
   Less: Summary
Compensation Table
Average Reported
Value of Equity Awards
   Plus: Average
Equity Award
Adjustments(a)
   Equals: Average
Compensation Actually
Paid to Other NEOs
 
  2022                       $7,874,828                             $4,961,052           $15,268,810                          $18,182,586 
  2021  $6,279,776   $3,625,534   $7,038,936   $9,693,178 
  2020  $6,616,768   $3,087,064   $2,596,731   $6,126,435 

   (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

   Year      Average Year End
Fair Value of Equity
Awards Granted
during the Year
       Year over Year Average
Change in Fair Value
of Outstanding and
Unvested Equity Awards
Granted in Prior Years
       Year over Year
Average Change in
Fair Value of Equity
Awards Granted
in Prior Years that
Vested in the Year
       Average Value of
Dividend Equivalents
Accrued or other
Earnings Paid on Stock
Awards not Otherwise
Reflected in Fair Value
       Total Average
Equity Award
Adjustments
 
  2022                   $11,751,514                               $3,365,229                      $(289,102)                               $441,169          $15,268,810 
  2021  $4,989,853   $1,461,574   $271,571   $315,938   $7,038,936 
  2020  $2,488,166   $(365,446)  $269,145   $204,866   $2,596,731 

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid Versus TSR 2020 – 2022

 

   
Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid Versus Net Income 2020 – 2022

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid Versus Net Revenue 2020 – 2022

   
Tabular List [Table Text Block]

Financial Performance Measures

As described in greater detail in the “Compensation Discussion and Analysis” on page 47, our executive compensation program reflects a pay-for-performance philosophy, with a focus not only on the successful progression of research programs, clinical trials and the launch of new products but also on performance across a range of shorter-term metrics that advance our long-term strategy and longer-term value creation for our stockholders. The metrics that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our company for our stockholders. As required by Item 402(v), the most important financial performance measures used by our company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the company’s performance are as follows:

a. Net Product Revenue
   
b. Relative TSR
   
c. Non-GAAP Operating Income
   
Total Shareholder Return Amount $ 150 121 93
Peer Group Total Shareholder Return Amount 114 126 126
Net Income (Loss) $ 4,566,000,000 $ 6,201,000,000 $ 89,000,000
Company Selected Measure Amount 26,982 27,008 24,355
PEO Name Mr. O’Day    
Additional 402(v) Disclosure [Text Block] 2022    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Net Product Revenue    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Non-GAAP Operating Income    
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 14,353,915 $ 13,139,064 $ 11,513,097
PEO [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 47,697,917 25,394,946 8,632,324
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 34,153,918 17,162,219 8,885,442
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 14,183,571 6,011,125 (1,693,496)
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,966,582) 707,262 409,911
PEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,327,010 1,514,340 1,030,467
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,961,052 3,625,534 3,087,064
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 15,268,810 7,038,936 2,596,731
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 11,751,514 4,989,853 2,488,166
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,365,229 1,461,574 (365,446)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (289,102) 271,571 269,145
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 441,169 $ 315,938 $ 204,866