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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Gilead Sciences, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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OUR VISION
To create a healthier world for all people
OUR MISSION
To discover, develop and deliver innovative therapeutics for people with life-threatening diseases

OUR CORE VALUES

 

Integrity	Inclusion	Excellence	Teamwork	Accountability
Doing What’s Right	Encouraging Diversity	Being Your Best	Working Together	Taking Personal Responsibility

OUR CORPORATE STRATEGY

 

LONG-TERM AMBITIONS

Bring 10+ Transformative Therapies to Patients by 2030

Be the Biotech Employer and Partner of Choice

Deliver Shareholder Value in a Sustainable, Responsible Manner

STRATEGIC PRIORITIES (Refreshed in 2023) Maximize Near-Term Revenue Growth Maximize Impact of Long-Acting HIV Therapies Expand and Deliver on Oncology Programs

Champion an Environment of Inclusion and Employee Growth Remove Barriers to Speed in Execution

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Letter from Our Chairman and Chief Executive Officer

Dear Stockholders,

On behalf of our Board of Directors and our employees, thank you for your investment in Gilead. With your support, we are making important progress in our work to make the world a healthier place for all people. 2022 was a remarkable year for Gilead. The efforts we have been undertaking to transform the company became fully evident with a return to growth and significant advances in our research and development. As a result, we are approaching 2023 from a very strong position, with a diverse and sustainable business and the potential to help more people and communities than ever before.

Our strategy to build a more diverse and sustainable business includes expanding on Gilead’s long-standing leadership in antiviral therapies. We achieved an important milestone in this respect with the first approvals of Sunlenca in 2022. Sunlenca is a first-of-its-kind, long-acting HIV treatment with twice-yearly dosing approved for a subset of heavily treatment-experienced adults and with the potential for use in multiple other options for HIV prevention and treatment. We believe that long-acting HIV therapy could be the most important tool yet in helping to end the HIV epidemic. In 2022, the demand for our once-daily oral HIV treatment, Biktarvy, continued to grow, and we made further progress with research on a potential cure.

Our antiviral therapy for COVID-19, Veklury, remains a critical tool in managing the pandemic. In the U.S., for example, Veklury is used in more than half of all hospitalized patients who are treated for COVID-19, and it has now reached nearly 13 million people around the world. Most of these patients were treated in the developing world through our voluntary licensing programs. We also are looking to expand treatment options for COVID-19 and recently launched two pivotal patient studies of an oral antiviral.

As we continue to build on Gilead’s legacy in antivirals, we also are rapidly expanding our portfolio of cancer therapies. The demand for Trodelvy is increasing across the multiple countries where it is already available. Having already been available for one type of breast cancer since 2020, Trodelvy was recently approved for a second type of breast cancer in patients at a very advanced stage of the disease. Trodelvy is being studied across most major cancer types as part of our comprehensive research and development program in oncology. New regulatory approvals drove increased demand for our cell therapies in 2022, reinforcing our leadership in this transformative cancer treatment.

Gilead’s diversification strategy also includes expansion into inflammatory diseases where there is a significant need for new treatment options. We took an important step toward accelerating our progress in this area in 2022 with the acquisition of a UK-based biotechnology company, MiroBio.

Today, Gilead employs more than 17,000 people worldwide. As we grow, we maintain a strong focus on inclusion and diversity and the entrepreneurial spirit that has contributed to our success. In 2022, as we marked the 35^th anniversary of the company’s founding, we reflected on how we had started out with just a handful of people in a small group of buildings in Foster City, California. Today, Foster City remains our global headquarters as we continue to expand in a responsible and sustainable manner. In 2022, this expansion included a new wellbeing center and the Gilead Park, as well as plans for a new research facility. These investments represent what Gilead values most – our people and our ability to advance innovative science.

As we consider the next 35 years for Gilead, our aim is to help increasing numbers of patients and communities worldwide. We will do this through scientific innovation and by supporting organizations that aim to address stigma, discrimination and other factors that stand in the way of health equity. Gilead will also continue to place a strong emphasis on responsible corporate citizenship by giving back to the communities in which we live and work.

I encourage you to learn more about our 2022 highlights in our inaugural ESG Report, which will be available at www.gilead.com in April 2023.

In 2023, we look forward to continuing our positive momentum so that we can make an even greater impact on global health. Thank you for your support as we continue the journey together.

Sincerely,

Daniel P. O’Day
Chairman and Chief Executive Officer

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Letter from Our Lead Independent Director

Dear Stockholders,

Gilead employees gathered on the Foster City campus to commemorate the company’s 35^th anniversary last June. There was much to celebrate. Since its founding, Gilead has transformed the treatment and prevention of HIV, delivered a cure for hepatitis C, become the global leader in cell therapy and improved the lives of millions of patients with our breakthrough therapies. And while the company has grown and evolved, we have remained steadfast in our commitment to invest in world-class science, drive access to our medicines and address societal barriers to care.

I am proud to be part of an organization with a deeply rooted dedication to building a better world for all. One of my responsibilities as Gilead’s Lead Independent Director is to represent the interests of stockholders, and I welcome opportunities to connect with you and to learn more about your priorities. In 2022, my discussions with fellow stockholders centered on Gilead’s transformative journey and the strong connections between our corporate strategy and our environmental, social and governance (ESG) initiatives. As a result of these conversations, I was able to relay to the full Board stockholder perspectives on our governance practices, Board composition and recommended actions to take in response to last year’s stockholder proposals, as further described in this Proxy Statement.

In 2022, the Board of Directors worked closely with management to continue Gilead’s evolution as a more sustainable and diversified business while fulfilling our responsibilities as a strong corporate citizen. It was a standout year for the company, marked by continued leadership in virology, great momentum in our oncology business and outstanding financial performance. We are in a strong position to further accelerate our progress in areas where we have the most potential to transform current care options for patients: in long-acting HIV therapies and breast, lung and blood cancer treatments.

At the core of Gilead’s success is our commitment to our people. We launched a number of programs to support our employees and to create an inclusive workplace that is representative of the diverse patients and communities that we serve. We continue to build internal and external pipelines for diverse talent, made steady progress toward ambitious employee representation goals and exceeded our diverse supplier and Black-owned supplier spend targets. We are proud to report that 85% of employee survey respondents said they believe Gilead has demonstrated a commitment to inclusion and diversity.

We also made meaningful strides to advance health equity, break down barriers to care and support organizations that share our mission. In HIV, for example, we supported underrepresented and disproportionately impacted communities through programs such as the COMPASS Initiative, a 10-year partnership with community organizations to help combat the epidemic in the Southern United States. And we were proud to be named the number one philanthropic funder of HIV-related programs by Funders Concerned About AIDS in 2022.

In recognition of our work to expand health equity, increase access to our medicines and champion environmental stewardship, we were named as one of the most sustainable pharmaceutical companies by the Dow Jones Sustainability World Index. I encourage you to learn more about these efforts in our ESG Report, which will be published on Gilead’s website in April.

Throughout its history, Gilead has set and achieved bold ambitions – and we will continue to work to improve the health of the world for generations to come while delivering value to stockholders. On behalf of all nine of us on the Board, I thank you for your investment in Gilead.

Sincerely,

Kevin E. Lofton
Lead Independent Director

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Notice of Annual Meeting of Stockholders

	WHEN Wednesday, May 3, 2023 10:00 a.m. Pacific Daylight Time		WHERE Via Webcast at www.virtualshareholdermeeting.com/GILD2023		RECORD DATE Wednesday, March 15, 2023

Proposal	Items of Business	Board Recommendation
1	To elect the nine director nominees named in this Proxy Statement to serve for the next year and until their successors are elected and qualified.		FOR each director nominee
2	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.		FOR
3	To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement.		FOR
4	To approve, on an advisory basis, the frequency of future advisory stockholder votes on executive compensation.		1 YEAR
5	To approve an amendment and restatement of the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan.		FOR
6	To vote on a stockholder proposal, if properly presented at the meeting, requesting the Board implement a process to nominate at least one more candidate than the number of directors to be elected.		AGAINST
7	To vote on a stockholder proposal, if properly presented at the meeting, requesting the Board amend the company governing documents to give street name shares and non-street name shares an equal right to call a special stockholder meeting.		AGAINST
8	To vote on a stockholder proposal, if properly presented at the meeting, requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.		AGAINST
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Voting

Holders of Gilead common stock at the close of business on the Record Date are entitled to vote. Whether or not you expect to attend the Annual Meeting, please grant a proxy to vote by one of the following procedures as promptly as possible in order to ensure your representation at the Annual Meeting. For more specific voting instructions, including how to access a list of registered stockholders entitled to vote at the Annual Meeting, please refer to “Questions and Answers” in this Proxy Statement.

PRIOR TO THE MEETING:			DURING THE MEETING:
BY INTERNET*	BY TELEPHONE*	BY MAIL	BY INTERNET*
www.proxyvote.com	+1-800-690-6903 (for stockholders of record)	Complete, date, sign and return the proxy card mailed to you (if you request one) or voting instruction card (if sent by your nominee)	www.virtualshareholdermeeting.com/GILD2023
*    You will need to provide the control number that appears on your Notice of Internet Availability of Proxy Materials. Voting by telephone and internet closes on May 2, 2023 at 11:59 p.m., Eastern Daylight Time.			*    You will need to provide the control number that appears on your Notice of Internet Availability of Proxy Materials.

Deborah H. Telman
Corporate Secretary
March 23, 2023

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Overview	5
2022 Business Highlights	5
Our Environmental, Social and Governance Program	9
Proxy Voting Roadmap	10
Proxy Statement for the 2023 Annual Meeting of Stockholders on May 3, 2023	13
Corporate Governance	14
Proposal 1: Election of Directors	14
The Gilead Board of Directors	15
Our Board’s Role and Responsibilities	25
Board Structure	30
Committees of Our Board of Directors	33
Board Processes	37
Compensation of Non-Employee Board Members	38
Audit Matters	41
Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm	41
Annual Evaluation and Selection of Independent Auditor	41
Rotation of Lead Audit Partner	41
Principal Accountant Fees and Services	42
Pre-Approval Policy and Procedures	42
Audit Committee Report	43
Executive Officers	44
Executive Compensation	46
Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers	46
Compensation Discussion and Analysis	47
Other Executive Compensation Policies and Practices	61
Compensation and Talent Committee Report	65
Severance and Change in Control Arrangements with Named Executive Officers	65
Summary Compensation Table	69
2022 Grants of Plan-Based Awards	70
2022 Outstanding Equity Awards at Fiscal Year-End	73
2022 Option Exercises and Stock Vested	76
2022 Nonqualified Deferred Compensation	76

2022 Potential Payments Upon Involuntary Termination or Change in Control Termination	77
CEO Pay Ratio	79
Pay versus Performance	80
Proposal 4: Advisory Vote to Approve the Frequency of Future Advisory Stockholder Votes on Executive Compensation	83
Employee Stock Purchase Plans	84
Proposal 5: Approval of the Amended and Restated Gilead Sciences, Inc. Employee Stock Purchase Plan and International Employee Stock Purchase Plan	84
Stockholder Proposals	89
Proposal 6: Stockholder Proposal Requesting a Policy Requiring More Director Candidates than Board Seats	89
Proposal 7: Stockholder Proposal Requesting that Shares Held in Street Name Be Able to Call a Special Stockholder Meeting	92
Proposal 8: Stockholder Proposal Requesting that the Board Establish and Report on a Process to Consider the Impact of Extended Patent Exclusivities on Product Access in Deciding Whether to Apply for Secondary and Tertiary Patents	94
Stock Ownership Information	97
Security Ownership of Certain Beneficial Owners and Management	97
Delinquent Section 16(a) Reports	98
Other Information	99
Householding of Proxy Materials	99
Other Legal Matters	99
Questions and Answers	100
Appendix A: Gilead Sciences, Inc. Employee Stock Purchase Plan	A-1
Appendix B: Gilead Sciences, Inc. International Employee Stock Purchase Plan	B-1
Details for the Gilead Sciences, Inc. 2023 Annual Meeting of Stockholders

 

 

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Overview

2022 Business Highlights

Executing Our Corporate Strategy

2022 was a standout year for Gilead and a strong indication of how far we have come in our business transformation. In 2019, we outlined a strategy to build on Gilead’s legacy in antiviral medicines and also expand into new therapeutic areas. Since then, the growth trajectory of our HIV portfolio and the now fast-growing oncology business demonstrate significant progress in executing our strategy. Along with consistent commercial and clinical execution, we achieved strong financial performance in 2022 and have built the strongest pipeline in Gilead’s history, one with depth and breadth across multiple therapeutic areas. We are positioned for continued growth in 2023 and beyond as we look to expand on our legacy of delivering transformative therapies to patients around the world.

Sustaining Our Leadership in Virology

Innovation and Strength in HIV

The performance of our HIV treatment and prevention therapies continues to reinforce our leadership in virology. Our HIV portfolio delivered total sales of $17.2 billion in 2022, up 5% from the previous year. We also achieved new heights in innovation with the first regulatory approvals for our first-in-class, long-acting HIV capsid inhibitor, lenacapavir, which is dosed at 6-month intervals. We have confidence that lenacapavir will anchor our portfolio of long-acting options in treatment and prevention, unlocking significant potential in our HIV portfolio for many years to come.

It has been five years since Biktarvy®, a once-a-day pill was first approved for treatment of HIV. Biktarvy remains the leading HIV treatment for people starting treatment in the U.S. and Europe, with nearly 1 million patients worldwide treated in 2022. Demand continues to grow, with 20% year-over-year revenue growth and an additional 2-3% of market share gained in the U.S. and EU in 2022. Biktarvy revenues in 2022 were $10.4 billion, marking the first time that full-year revenue exceeded $10 billion.

Sunlenca® (lenacapavir) was approved in the U.S. and Europe as a twice-yearly HIV treatment option for a subset of heavily treatment-experienced adults living with HIV who previously had limited options.

Lenacapavir is a breakthrough innovation with the potential to be a preferred and versatile foundational long-acting agent due to its therapeutic potency and a range of dosing frequencies and routes of administration. With lenacapavir as a foundation for Gilead’s future HIV therapies, our goal is to offer several long-acting options that address individual needs and preferences, optimize outcomes and reduce burden of care.  We continue to study lenacapavir in multiple ongoing early and late-stage development programs for HIV treatment and prevention.

There remains a significant unmet need for HIV prevention options. Only about 1 in 4 people in the U.S. who could benefit from pre-exposure prophylaxis (“PrEP”) currently take it. Demand for our PrEP medication, Descovy®, continued to increase in 2022, up more than 20% year-over-year. At the end of 2022, Descovy for PrEP held a 43% market share in the U.S. We also are advancing long-acting lenacapavir for PrEP in pivotal Phase 3 studies.

In 2022, we resolved litigation related to our tenofovir alafenamide patents against generic manufacturers who were seeking to market and manufacture generic versions of Descovy, Vemlidy® and Odefsey®. The agreements that we entered into with the generic manufacturers are expected to significantly extend the projected exclusivity of these products, which reflect the innovativeness and strength of our intellectual property.

Playing a Vital Role in the COVID-19 Pandemic

Veklury^® (remdesivir) continues to benefit people around the world during the third year of the pandemic, and it has proven active against all variants to date. Our decades of virology research enabled us to quickly mobilize when COVID-19 first emerged and to rapidly develop, research and manufacture the medicine – and Veklury is a case study in the importance of continued investment in countermeasures against infectious diseases. Today, it is the antiviral standard of care for the treatment of people hospitalized with COVID-19 and is used in more than 50% of hospitalized patients being treated in the U.S. In 2022, Veklury was included in updated guidelines from the World Health Organization and approved for use in pediatric patients in the U.S., and it is now recommended for patients with both mild-to-moderate and severe COVID-19 in guidelines in more than 50 countries.

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Overview

2022 revenues from Veklury were $3.9 billion, with total revenues of more than $12 billion since the start of the pandemic. Nearly 13 million patients around the world have received the treatment to date, including more than 8 million people in low- and middle-income countries through Gilead’s voluntary licensing program. Real-world evidence from a study of more than 500,000 hospitalized patients showed a statistically significant reduction in mortality and significantly lower rates of hospital readmission in the overall patient population across all variant time periods of the pandemic. In 2022, we also progressed the development of a novel oral treatment option for COVID-19.

Accelerating and Delivering in Oncology

Growing Oncology Portfolio

Oncology is now a significant business driver with strong momentum for additional growth. Since our acquisition of Kite, we have added three commercial products with multiple approved indications and lines of therapy to our portfolio. Our oncology revenues increased by 71% from 2021 to more than $2.1 billon, exceeding the $2 billion mark for the first time. Oncology represented approximately 8% of our total revenues in 2022 and approximately 50% of our core business year-over-year revenue growth in 2022.

We are the global leader in cell therapy, and oncology revenues from our cell therapy products increased to $1.5 billion in 2022, a 68% year-over-year increase, driven by continued demand for Yescarta® in second-line and third-line plus large B-cell lymphoma (“LBCL”) and follicular lymphoma (“FL”), as well as Tecartus® in mantle cell lymphoma and adult acute lymphoblastic leukemia (“ALL”).

Trodelvy®, a cornerstone of our oncology portfolio, generated $680 million in 2022 in its second full year on the market. Trodelvy growth has been driven by its adoption in both the second- and third-line settings for the treatment of metastatic triple-negative breast cancer (“TNBC”). Trodelvy is now approved for second-line TNBC in more than 40 countries, and we continue to work with regulators, payers and clinicians around the world to broaden overall access.

Additionally, we delivered transformative oncology therapies to new patients in 2022, including:

	Yescarta is the first FDA-approved CAR T-cell therapy for the initial treatment of adult patients with relapsed or refractory LBCL.
	Yescarta is the first CAR T-cell therapy approved for adult patients in Europe who do not respond to first-line treatment for diffuse LBCL and high-grade B-cell lymphoma.
	Tecartus received approval in Europe for the treatment of adult patients with relapsed or refractory B-cell precursor ALL.

Expanding and Advancing Our Oncology Pipeline

In 2022, we made significant progress in expanding and advancing our oncology pipeline. We have clinical trials in approximately 20 different solid and hematological tumor types, including breast, lung and blood cancers, where there is high unmet need, and we plan to have more than 50 oncology trials by the end of 2023. With our diverse and growing pipeline, we have the potential to deliver more than 20 transformative indication approvals in solid tumors and blood cancers by 2030.

Notable pipeline highlights in 2022 include:

	Trodelvy received FDA Priority Review for the treatment of patients with pre-treated HR+/HER2- metastatic breast cancer, with subsequent FDA approval in February 2023. We continue to study Trodelvy as a monotherapy or in combination with other agents across multiple indications, including breast, lung and bladder cancers, as well as in earlier lines of therapy in approved indications.
	Magrolimab has three pivotal Phase 3 studies in myelodysplastic syndrome and acute myeloid leukemia underway with potential approval as a first-in-class anti-CD47 treatment. We are confident in magrolimab based on clinical evidence, safety profile and the broad base of combinations that we are exploring.
	Together with Arcus Biosciences, Inc., we announced clinically meaningful data from the ARC-7 Phase 2 study in patients with first-line metastatic non-small cell lung cancer. The results reinforce our confidence in the TIGIT pathway, and we have four Phase 3 trials evaluating domvanalimab, an anti-TIGIT antibody, in lung and upper gastrointestinal cancer.

In addition, we continued to build our pipeline and capabilities through strategic partnerships and transactions in 2022, including:

	A collaboration with MacroGenics, Inc. to develop bispecific antibodies, including a potential treatment for certain blood cancers;
	A research collaboration with Dragonfly Therapeutics, Inc. to develop natural killer cell engager-based immunotherapies in oncology and inflammation;
	A global strategic collaboration with Arcellx, Inc. to co-develop and co-commercialize their lead late-stage product candidate, CART-ddBCMA, for the treatment of patients with relapsed or refractory multiple myeloma;

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Overview

	The acquisition of Tmunity Therapeutics, a company focused on next-generation CAR T-cell therapies and technologies, to complement Kite’s existing in-house cell therapy research capabilities; and
	The acquisition of all remaining rights to GS-1811, an anti-CCR8 antibody in development as a potential treatment for solid tumors, from Jounce Therapeutics, Inc.

Investing in the Future of Cell Therapy

In 2022, Kite activated a state-of-the-art manufacturing site in Maryland and implemented a variety of optimization efforts across Kite’s global CAR T-cell manufacturing network, further increasing its manufacturing network capacity to meet increasing demand. With this facility and our recently FDA-approved viral vector manufacturing facility in Oceanside, California, Kite remains well positioned to ensure clinical and commercial supply availability while it continues its geographic expansion.

Achieving Strong Financial Performance

In 2022, Gilead had the strongest revenue growth in our core business since 2015. We delivered robust financial performance, driven by growth in HIV and oncology. With this financial performance and the strength of our diverse business, we are positioning our company for both near- and long-term growth. Financial highlights for 2022 include:

	Our total product revenue was $27.0 billion, which exceeded our initial guidance of $23.8 billion to $24.3 billion. Our total product revenue, excluding Veklury, was $23.1 billion, which represented a year-over-year increase of 8%.
	Through dividends and share repurchases, we returned over $5.1 billion to our shareholders and repaid $1.5 billion of debt.

Our strong financial performance and the strength of our core business resulted in one- and three-year total shareholder return of 24% and 14% respectively, as illustrated below.

TOTAL SHAREHOLDER RETURN

Prioritizing Human Capital Management

In 2022, we made progress in our efforts to champion an environment of inclusion and employee development as we advance toward becoming a biotech employer of choice.

Advancing Inclusion and Diversity

We believe that a diverse and inclusive workforce fuels innovation and contributes directly to our success as a business. 2021 was the first year that we set annual and five-year inclusion and diversity goals, which focused on the representation of Black, Hispanic/Latino and female employees, to measure progress. In 2022, we achieved our one-year representation goals by maintaining more than 50% female global representation and exceeding our goal for Hispanic/Latino representation, though we fell slightly short on our Black representation goal. We will be prioritizing these areas in 2023, with a strong focus on inclusion and the overall employee experience, in order to drive the hiring and retention of employees from underrepresented groups.

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Overview

We continued our efforts in 2022 to create internal and external pipelines for diverse talent and to educate our managers on driving inclusion and diversity on their teams. Notable accomplishments included:

	Fostering partnerships with HBCUs and Hispanic-Serving Institutions to expand the diverse talent pipeline and to create opportunities for engagement and health equity
	Supporting participation in our six employee resource groups, which now involve more than half of our employees
	Exceeding diverse supplier and Black-owned supplier spend targets by 119% and 129%, respectively
	Launching multiple initiatives to support our inclusion and diversity goals

Notably, 85% of employee survey respondents said they believe Gilead demonstrated a commitment to inclusion and diversity. For more information about our aspirations and our progress, we encourage you to visit our Inclusion & Diversity page on our website at: www.gilead.com/careers/inclusion-and-diversity.

Employee Engagement

Our listening strategy gathers input from our employees to shape our engagement strategies and programs and measure our progress. In addition to ongoing internal and external data collection and benchmarking, we conducted comprehensive reviews of the employee experience in 2022, including through the use of employee surveys. The results from an employee pulse survey conducted in September 2022 indicated that employee engagement remains strong. The overall engagement index among employees increased to 78% since the last employee survey in April 2021. Among other things, the engagement index measures whether employees are confident in Gilead, are energized by their roles, intend to remain with the company and would recommend Gilead to others. These results represent progress towards our target of reaching 80% by 2030.

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Overview

Our Environmental, Social and Governance Program

Our Commitment

Investing in corporate responsibility is core to our business strategy and reflects our values of accountability, inclusion, teamwork, excellence and integrity. This is in service to our mission to advance global health by providing innovative therapeutics in areas of unmet need in a way that is socially responsible and environmentally sustainable. Gilead’s environmental, social and governance (“ESG”) program reflects this commitment to our stakeholders.

Our Governance Structure

Our Board monitors our ESG practices through oversight by the Nominating and Corporate Governance Committee. We also have a management-led Corporate Responsibility Committee comprised of leaders from Public and Government Affairs, Human Resources, Office of General Counsel, the Chief Financial Officer organization, Commercial and Manufacturing. The Corporate Responsibility Committee is responsible for managing ESG issues and, in consultation with our senior leadership team, driving ESG-related goals, strategies, stakeholder engagement, public reporting, risk mitigation and other relevant activities across the company.

ESG Materiality Assessment

In 2020, we completed a materiality assessment that identified five topics that will be prioritized in our ESG efforts. Our most significant ESG topics are: 1) Pricing, Access and Affordability of Medicines; 2) Research and Development for Unmet Medical Needs; 3) Inclusion and Diversity; 4) Employee Recruitment, Development and Retention; and 5) Climate Change. The materiality assessment enabled us to create our ESG strategy, goals and commitments that address our most significant issues. It also serves as the backbone to how we report on our existing efforts and the progress we are making toward our goals.

2022 ESG-Related Milestones and Achievements

For more information about our ESG program and our ESG achievements in 2022, we encourage you to read our 2022 ESG Report, which will be available for download at www.gilead.com in April 2023.

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Proxy Voting Roadmap

This voting roadmap highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

PROPOSAL
1		Election of Directors
See page 14		The Board recommends a vote FOR each director nominee.

Kevin E. Lofton*

Jacqueline K. Barton, Ph.D.

Jeffrey A. Bluestone, Ph.D.

Sandra J. Horning, M.D.

Kelly A. Kramer

Harish Manwani

Daniel P. O’Day**

Javier J. Rodriguez

Anthony Welters

* Lead Independent Director        ** Chairman and Chief Executive Officer

ETHNIC DIVERSITY		GENDER DIVERSITY		INDEPENDENCE					TENURE
4 out of 9 are ethnically diverse		3 out of 9 are women		8 out of 9 are independent All Committee chairs and members are independent			0-3 years: 3		3-6 years: 4		>6 years: 2

PROPOSAL		Ratification of the Selection of Independent Registered Public Accounting Firm
2
See page 41		The Board recommends a vote FOR this proposal.

Based on an evaluation of Ernst & Young LLP’s independence and performance, our Audit Committee has determined that it is in the best interest of Gilead and its stockholders to continue to retain Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

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Proxy Statement for the 2023 Annual Meeting of Stockholders on May 3, 2023

GILEAD SCIENCES, INC.
333 Lakeside Drive
Foster City, California 94404

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Gilead Sciences, Inc., a Delaware corporation (“Gilead,” “we,” “our” or “us”), of proxies to be voted at our 2023 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, May 3, 2023 at 10:00 a.m., Pacific Daylight Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/GILD2023. We have designed the format of the Annual Meeting to ensure that stockholders are afforded similar rights and opportunities to participate as they would at an in-person meeting. For additional information on how to attend the Annual Meeting, please refer to the back cover page of this Proxy Statement and “Questions and Answers” in this Proxy Statement.

On or about March 23, 2023, we first mailed or made available this Proxy Statement and the accompanying proxy card to all stockholders entitled to vote at the Annual Meeting.

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Corporate Governance

Election of Directors

PROPOSAL 1

Our Board unanimously recommends a vote FOR each named director nominee:

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Corporate Governance

The Gilead Board of Directors

Board Overview

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Corporate Governance

Director Skills, Experience and Background

We believe effective oversight comes from a board of directors that represents a diverse range of experience and perspectives that provides the collective skills, qualifications, backgrounds and experience necessary for sound governance. Our Nominating and Corporate Governance Committee establishes, and regularly reviews with the Board, the skills and experience that it believes are desirable to be represented on our Board to meet the needs of our business and align with our long-term strategy. In 2020, we engaged a third-party advisory firm to independently assess and confirm the skills and experience of our Board, which assisted our Board to determine the diversity of skills and experience that we consider important for our directors in light of our business and the structure that will contribute to the overall effectiveness of our Board. These skills and experience are listed below and are periodically reviewed by our Nominating and Corporate Governance Committee.

Skill / Experience			Definition
	Public / Private Company CEO		Has been the Chief Executive Officer of a publicly traded company (or a private/non-profit organization of comparable scale and complexity, with external market considerations similar to a public company board)
	Financial Expert		Has held a role as a Chief Financial Officer, Chief Accounting Officer, Controller or Certified Public Accountant of a public company, or actively supervised such role, or has experience overseeing or assessing performance of the preparation, audit or evaluation of financial statements at a public company
	Global		An executive who has worked and/or lived extensively outside the United States and/or an executive with oversight of global operations, including in a role as Regional General Manager or Chief Executive Officer of a global firm or on-the-ground operational roles outside the United States
	Sales & Marketing		Has held senior executive roles in which sales and/or marketing were a primary function, including as a Sales Manager, General Manager, Brand Manager or Chief Marketing Officer
	Public Company Board		Has served, or is currently serving, on a public company board as an independent or executive director; does not include service on our Board
	Digital / Technology – Driven Innovation		Has practical experience with disruption including application of robotics, hardware, digital, data, artificial intelligence or cyber security innovations, including in a role as a Chief Digital Officer, Chief Technology Officer, Chief Information Officer or General Manager for a business enabled by technology or a business that has undergone a digital transformation
	Pharma Experience		Has held an executive and/or operational role at a pharmaceutical or biotechnology company, including general management, financial reporting, operations, research & development, commercialization, manufacturing and/or sales
	Provider or Payer Perspective		Has an understanding of the delivery and/or payment of medical services obtained through experience working as a medical provider or payer, including executive or operational roles at a hospital or health insurance organization
	Government / Regulatory		Has worked in or closely with governmental organizations that set and/or enforce laws and regulations related to medical products and/or healthcare delivery or similarly highly regulated industry (e.g., financial services, food, chemicals, oil & gas), resulting in relevant governmental expertise and connections; may include relevant legal expertise
	Science / Research		Deep knowledge of relevant sciences (e.g., biology, chemistry, medicine) as evidenced by an M.D. or Ph.D. and/or experience in the research function at a healthcare business (including pharmaceutical and medical research); ideally this includes experience with breakthrough or innovative scientific discovery and/or experience in relevant therapeutic areas, including HIV, immunotherapy, oncology and liver disease
	M&A / Transaction		Has had direct responsibility for collaborations and deals, including mergers, acquisitions, divestitures, joint ventures and other partnerships
	Environmental, Social and Governance		Has had direct responsibility for ESG issues as demonstrated by experience as a Chief Sustainability Officer, Corporate Secretary, Chair of a related committee (e.g., Governance, Sustainability, Corporate Responsibility) or Chief Executive Officer of a company with leading ESG practices
	Human Capital Management		Has had direct responsibility for human capital management, including leadership development, succession planning, oversight of corporate culture, diversity & inclusion and compensation as demonstrated by experience as a Chief Executive Officer, Chief Human Resources Officer or Chair of a related committee (e.g., Compensation, Human Capital, Management Development)

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The table below includes the primary skills and experience of each director nominee that led our Board to conclude that he or she is qualified to serve on our Board. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.

Relevant Skills and Experience

Name and Age

Independent

Director Since

Kevin E. Lofton, 68 Lead Independent Director Retired Chief Executive Officer, CommonSpirit Health

Yes

2009

Jacqueline K. Barton, Ph.D., 70 Professor Emerita, California Institute of Technology

Yes

2018

Jeffrey A. Bluestone, Ph.D., 69 President and Chief Executive Officer, Sonoma Biotherapeutics

Yes

2020

Sandra J. Horning, M.D., 74 Retired Chief Medical Officer, Roche

Yes

2020

Kelly A. Kramer, 55 Retired Executive Vice President and Chief Financial Officer, Cisco Systems

Yes

2016

Harish Manwani, 69 Senior Operating Partner, Blackstone; Retired Chief Operating Officer, Unilever

Yes

2018

Daniel P. O’Day, 58 Chairman of the Board Chief Executive Officer, Gilead Sciences

No

2019

Javier J. Rodriguez, 52 Chief Executive Officer, DaVita

Yes

2020

Anthony Welters, 68 Chairman and Chief Executive Officer, CINQ Care; Retired Senior Advisor to the Office of CEO, UnitedHealth Group

Yes

2020

SKILLS AND EXPERIENCE

	Public / Private Company CEO		Financial Expert		Global		Sales & Marketing
	Public Company Board		Digital / Technology – Driven Innovation		Pharma Experience		Provider or Payer Perspective
	Government / Regulatory		Science / Research		M&A / Transaction		Environmental, Social and Governance
	Human Capital Management

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BACKGROUND

INDEPENDENCE	GENDER DIVERSITY	ETHNIC DIVERSITY	TENURE
8 out of 9 are independent	3 out of 9 are women	4 out of 9 are ethnically diverse	0-3 years: 3	3-6 years: 4	>6 years: 2

BOARD DIVERSITY MATRIX

Gender Identity	Lofton	Barton	Bluestone	Horning	Kramer	Manwani	O’Day	Rodriguez	Welters	Total
Male										6
Female										3
Non-Binary										0
Did Not Disclose										N/A
Demographic Background
African American or Black										2
Alaskan Native or Native American										0
Asian										1
Hispanic or Latinx										1
Native Hawaiian or Pacific Islander										0
White										5
Two or More Races or Ethnicities										0
LGBTQ+										0
Did Not Disclose										N/A

DIRECTOR OVERBOARDING GUIDELINES In order to mitigate potential risks relating to director overboarding, our Board Guidelines reflect our Board’s expectation that (i) a non-employee director should not serve on the board of directors of more than three other public companies and (ii) a non-employee director who is a current executive officer of a public company should not serve on the board of directors of more than one other public company. Each of our Board members is currently in compliance with our Board Guidelines.

1.2 Average Number of Other Public Directorships (Currently Held)

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Evaluating Director Candidates

In evaluating candidates for membership on the Board, our Nominating and Corporate Governance Committee considers the candidate’s relevant experience, the number and nature of other board memberships held and possible conflicts of interest. Each year, our Nominating and Corporate Governance Committee reviews its Board membership criteria and assesses the composition of the Board against the criteria. Our Nominating and Corporate Governance Committee also will consider all factors it determines appropriate to meeting the needs of the Board at that particular time. According to the Board membership criteria established by our Nominating and Corporate Governance Committee and set forth in our Board Guidelines, candidates nominated for election or reelection to the Board should possess the following qualifications:

	the highest standards of personal and professional integrity;
	the ability and judgment to serve the long-term interest of our stockholders;
	background, experience and expertise relevant to our business and that will contribute to the overall effectiveness and diversity of the Board, including diversity of race, ethnicity, gender and sexual orientation;
	broad business and social perspective;
	the ability to communicate openly with other directors and to meaningfully and civilly participate in the Board’s decision-making process;
	commitment to serve on the Board for an extended period of time to ensure continuity and to develop knowledge about our business and willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member;
	independence from any particular constituency; and
	the ability and willingness to objectively appraise the performance of management.

OUR COMMITMENT TO DIVERSITY Diversity is an important attribute of a well-functioning board, and our Board’s commitment to inclusion and diversity is formally reflected in our Board Guidelines and our Nominating and Corporate Governance Committee Charter. Our Nominating and Corporate Governance Committee advises our Board on matters of diversity, including race, ethnicity, gender, sexual orientation, culture, thought and geography, and nominates director candidates that will enhance the Board’s mix of viewpoints, backgrounds, skills, experience and expertise. In addition to the traditional candidate pool of corporate directors and officers, our Nominating and Corporate Governance Committee considers qualified candidates from a broad array of organizations, including academic institutions, privately held businesses, nonprofit organizations and trade associations.    In 2021, we amended our Board Guidelines and our Nominating and Corporate Governance Committee Charter to formalize our historical practice of utilizing the “Rooney Rule” in new director searches. The Nominating and Corporate Governance Committee includes, and instructs any search firm it engages to include, qualified candidates with diverse backgrounds, including female and racially or ethnically diverse candidates. The composition of our Board reflects our commitment to advancing diverse representation on our Board, as a third of our Board is female, and of the other Board members, four are from diverse backgrounds. In addition, our Lead Independent Director and the chairs of all of our Board committees are either female or from diverse backgrounds.

In identifying potential director candidates, our Nominating and Corporate Governance Committee considers candidates recommended through a variety of methods and sources. These include suggestions from current Board members, senior management, stockholders, professional search firms and other sources. It is the policy of our Nominating and Corporate Governance Committee to consider properly submitted stockholder recommendations of new director candidates. Our Nominating and Corporate Governance Committee reviews all candidates in the same manner regardless of the source of the recommendation.

Any stockholder recommendation must include the candidate’s name and qualifications for Board membership, the candidate’s age, business address, residence address, principal occupation or employment, the number of shares beneficially owned by the candidate and all other information that would be required to solicit a proxy under federal securities law. In addition, the recommendation must include the stockholder’s name, address and the number of shares beneficially owned. The recommendation should be sent to the Corporate Secretary, Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404. The recommendation must be delivered to the Corporate Secretary prior to the same deadline for director nominations other than under our proxy access bylaw, as described under question 17 in “Questions and Answers.”

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Nominees

Our Nominating and Corporate Governance Committee has evaluated and recommended, and our full Board has considered and nominated for election at the Annual Meeting, each of the nine director nominees described below. The names of the nominees and certain information about them as of March 23, 2023, as well as the relevant skills and experience of the director nominees that led our Nominating and Corporate Governance Committee to conclude that the nominee should serve as a director on our Board, are set forth below:

Age: 68 Director since: 2009 Committees: Audit, Compensation and Talent (Chair), Nominating and Corporate Governance

Kevin E. Lofton Lead Independent Director Mr. Lofton joined our Board in 2009 and was appointed Lead Independent Director in May 2020. In June 2020, Mr. Lofton retired as the Chief Executive Officer (CEO) of Common Spirit Health (CSH), a $30 billion system of hospitals and other care centers in 21 states that resulted from the merger of Catholic Health Initiatives (CHI) and Dignity Health. Prior to leading CSH, he served as the CEO of CHI from 2003 to 2019. Mr. Lofton also served as CEO of two university hospitals, the UAB Hospital and Howard University Hospital. In 2016, he received an honorary Doctor of Humanities in Medicine degree from the Baylor College of Medicine, and in 2014, he received the Healthcare Financial Management Association’s Richard L. Clarke Board of Directors Award. He is recognized for his extensive work in the area of heath care management, eliminating health disparities and creating healthier communities. Mr. Lofton was the chairman of the board of the American Hospital Association in 2007, and received their Distinguished Service Award in 2021. He currently serves on the board of directors of Medtronic plc, and previously served on the board of directors of Rite Aid Corporation from 2013 to 2022. Relevant Skills and Experience: Significant leadership experience in the healthcare industry, including serving as chief executive officer of multiple organizations. Expertise and knowledge in health systems management and patient care. Demonstrated commitment to improving access to medical services, particularly for the underserved. Breadth of knowledge about Gilead’s business. Other Public Company Board Service:    Medtronic plc

Age: 70 Director since: 2018 Committees: Compensation and Talent, Science

Jacqueline K. Barton, Ph.D. Independent Dr. Barton joined our Board in January 2018. Dr. Barton is the John G. Kirkwood and Arthur A. Noyes Professor of Chemistry Emerita in the Division of Chemistry and Chemical Engineering at the California Institute of Technology, where she was a member of the faculty for more than 30 years and served as the Norman Davidson Leadership Chair of the division from 2009 to 2019. She previously served on the board of directors for both Dow Inc. and The Dow Chemical Company, and was a member of the Board and Materials Advisory Committee of DowDupont Inc. Dr. Barton founded and served on the board of directors of GeneOhm Sciences Inc., a molecular diagnostics company acquired by Becton, Dickinson and Company, and was a member of Gilead’s Scientific Advisory Board from 1989 to 2007. She is a member of the National Academy of Sciences, the National Academy of Medicine and the American Philosophical Society. In 2021, Dr. Barton was elected as a Vice President of the American Philosophical Society. Dr. Barton received the 2010 National Medal of Science for her discovery of new chemistry of the DNA helix and the 2015 Priestley Medal, the highest award of the American Chemical Society. Relevant Skills and Experience: Extensive experience in chemistry and related fields, for which she has received many awards. Accomplished academic and inventor who has performed pioneering medical research and discovery. Business experience as a founder and leader of a molecular diagnostics company. Other Public Company Board Service:    None

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Age: 69 Director since: 2020 Committees: Science

Jeffrey A. Bluestone, Ph.D. Independent Dr. Bluestone joined our Board in December 2020. Dr. Bluestone is the President and Chief Executive Officer of Sonoma Biotherapeutics, Inc., a role he has held since 2019. From 2015 to 2019, he led the Parker Institute for Cancer Immunotherapy as President and Chief Executive Officer. Dr. Bluestone is the A.W. and Mary Margaret Clausen Distinguished Professor Emeritus in the Diabetes Center at University of California San Francisco, where he has been a member of the faculty and served in various other roles for over 20 years, including the Director of the Diabetes Center from 2000 to 2019. He is an international leader in the field of immunotherapy and has published more than 500 papers over nearly four decades focused on understanding the basic processes that control T-cell activation and immune tolerance in autoimmunity, organ transplantation and cancer. His research has led to the development of multiple immunotherapies, including the first medicine approved by the U.S. Food and Drug Administration (FDA) to delay/prevent autoimmune Type 1 diabetes and the first FDA-approved checkpoint inhibitor for the treatment of metastatic melanoma and other cancers. Dr. Bluestone was the founding director of the Immune Tolerance Network, the largest National Institutes of Health-funded multicenter clinical immunology research program, testing novel immunotherapies in transplantation, autoimmunity and asthma/allergy. He served as a member of the Blue Ribbon Panel, appointed by then Vice President Joe Biden, as a member of the National Cancer Moonshot Task Force. Dr. Bluestone is a member of the National Academy of Medicine and American Academy of Arts and Sciences, was a recipient of the prestigious Guggenheim Fellowship, and previously served as the Ludwig Professor and Director of the Ben May Institute at the University of Chicago. He previously served on the board of directors of Provention Bio, Inc. from 2013 to 2022. Relevant Skills and Experience: Internationally-recognized leader in the field of immunotherapy and related fields, with a distinguished scientific and academic career spanning nearly four decades. Strong leadership experience in the healthcare industry. Other Public Company Board Service:    None

Age: 74 Director since: 2020 Committees: Nominating and Corporate Governance, Science (Chair)		Sandra J. Horning, M.D. Independent Dr. Horning joined our Board in January 2020. Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., until her retirement in 2019. During her 10-year career at Roche and Genentech, she helped bring 15 new medicines to patients in disease areas including cancer, multiple sclerosis, influenza and blindness. Prior to her career at Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured professor at Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. Dr. Horning was recognized as the 2020 Healthcare Businesswomen’s Association Woman of the Year. She was also selected as the 2017 recipient of the Duane Roth Memorial Award, an honor dedicated to leaders in healthcare, whose work has overcome numerous scientific obstacles to create new paradigms in research and treatment. Dr. Horning previously served on the board of directors of Foundation Medicine from 2015 to 2018. She currently serves on the board of directors of Moderna, Inc., Olema Pharmaceuticals, Inc. and EQRx, Inc. Relevant Skills and Experience: Significant leadership experience in the pharmaceutical and healthcare industry, including expertise in drug development in multiple therapeutic areas. Medical professional with experience treating patients as a practicing oncologist. Other Public Company Board Service:
		Moderna, Inc.	Olema Pharmaceuticals, Inc.	EQRx, Inc.

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Age: 55 Director since: 2016 Committees: Audit (Chair), Compensation and Talent		Kelly A. Kramer Independent Ms. Kramer joined our Board in August 2016. Ms. Kramer was Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a worldwide technology leader, from 2015 until her retirement in 2020. Prior to that, she was Senior Vice President of Corporate Finance at Cisco. She previously served as Vice President and Chief Financial Officer of GE Healthcare Systems and Chief Financial Officer of GE Healthcare Biosciences. Ms. Kramer has also worked in GE’s Corporate Headquarters, Transportation Systems and Aerospace divisions. She currently serves on the board of directors of Snowflake Inc. and Coinbase, Inc. Relevant Skills and Experience: Significant financial expertise, including serving as a chief financial officer of major companies or divisions in the technology and healthcare industries. Experience in strategic and financial planning and corporate development. Other Public Company Board Service:
		Snowflake Inc.	Coinbase, Inc.

Age: 69 Director since: 2018 Committees: Compensation and Talent, Nominating and Corporate Governance

Harish Manwani Independent Mr. Manwani joined our Board in May 2018. Mr. Manwani is a Senior Operating Partner for Blackstone Inc., a global investment firm, and has advised select Blackstone portfolio companies since 2015. He was previously Chief Operating Officer of the Unilever Group from 2011 until his retirement in 2014. Mr. Manwani joined Unilever in 1976 as a management trainee in India and held several senior management roles around the world, including overseeing Unilever’s businesses in North America, Latin America, Asia and Africa. Mr. Manwani is an Honors graduate from Bombay University. He holds a Master’s degree in Management Studies, and he attended the Advanced Management Program at Harvard Business School. Mr. Manwani currently serves on the board of directors of Whirlpool Corporation. He also serves on the board of directors of EDBI Pte Ltd., Tata Sons Private Limited and Alinamin Pharmaceutical Co. Ltd., a private Blackstone portfolio company in Japan, and is the Chairman of the Executive Board of the Indian School of Business. He previously served as the Non-Executive Chairman of Hindustan Unilever Limited from 2005 to 2018, and on the board of directors of Pearson plc from 2013 to 2018, Singapore Economic Development Board from 2013 to 2019, Nielsen Holdings plc from 2015 to 2021 and Qualcomm Incorporated from 2014 to 2022. Relevant Skills and Experience: Strong leadership skills and broad global operational, sales and marketing and human resources expertise at a complex, multi-national company. Experience in driving growth across complex organizations on a global scale. Other Public Company Board Service:    Whirlpool Corporation

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Age: 58 Director since: 2019

Daniel P. O’Day Chairman of The Board Mr. O’Day joined Gilead Sciences in March 2019 as Chairman of the Board of Directors and Chief Executive Officer. Prior to Gilead, Mr. O’Day served as the Chief Executive Officer of Roche Pharmaceuticals. His career at Roche spanned more than three decades, during which he held a number of executive positions in the company’s pharmaceutical and diagnostics divisions in North America, Europe and Asia. He served as a member of Roche’s Corporate Executive Committee, as well as on a number of public and private boards, including Genentech, Flatiron Health and Foundation Medicine. Mr. O’Day holds a bachelor’s degree in biology from Georgetown University and an MBA from Columbia University in New York. He currently serves on the board of directors for the Pharmaceutical Research and Manufacturers of America organization and Galapagos NV. Relevant Skills and Experience: Significant leadership and international business experience in the pharmaceutical industry. Deep understanding of the evolving global healthcare environment and demonstrated commitment to driving innovation across the business. Other Public Company Board Service:    Galapagos NV

Age: 52 Director since: 2020 Committees: Audit

Javier J. Rodriguez Independent Mr. Rodriguez joined our Board in June 2020. Mr. Rodriguez is the Chief Executive Officer of DaVita Inc., a Fortune 500 company providing healthcare services to kidney disease patients throughout the United States and internationally. He assumed his current role with DaVita in 2019, building on his more than 20 years of increasing company leadership and commitment to transforming care delivery for patients with kidney disease – from the earliest stages through transplantation. From 2014 to 2019, he was the CEO of DaVita Kidney Care, the company’s business unit that treats patients with kidney failure and end-stage renal disease. Mr. Rodriguez is recognized for his vision and leadership in transforming how kidney care is delivered and accelerating the digital transformation to improve patients’ lives while lowering costs for the health care system. He currently serves on the board of directors of DaVita. Relevant Skills and Experience: Significant leadership experience in the healthcare industry, including serving as chief executive officer and in various other executive roles of a Fortune 500 public company. Other Public Company Board Service:    DaVita, Inc.

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Age: 68 Director since: 2020 Committees: Compensation and Talent, Nominating and Corporate Governance (Chair)		Anthony Welters Independent Mr. Welters joined our Board in October 2020. Mr. Welters is Founder, Chairman and Chief Executive Officer of CINQ Care Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible, to Black and Brown communities. He is also Executive Chairman of the BlackIvy Group, an organization focused on building and growing commercial enterprises in Sub-Saharan Africa, and Chairman of Somatus, Inc., a value-based kidney care company. Mr. Welters founded AmeriChoice in 1989 and upon acquisition by UnitedHealth Group (UHG) in 2002, joined UHG as Senior Adviser to the Office of the Chief Executive Officer, Executive Vice President and Member of the Office of the Chief Executive Officer, until retiring in 2016. He currently serves on the board of directors of Loews Corporation and the Carlyle Group. Mr. Welters previously served on the board of directors of West Pharmaceutical Services, Inc. from 1997 to 2016, and C.R. Bard, Inc. from 1999 to 2017. He is Trustee Emeritus of Morehouse School of Medicine Board of Trustees, Chairman Emeritus of the Board of New York University School of Law, Vice Chairman of the Board of New York University, a Trustee of NYU Langone Medical Center, Vice Chair of the John F. Kennedy Center for the Performing Arts and a founding member of the National Museum of African American History and Culture. Mr. Welters is a graduate of Manhattanville College and received his law degree from New York University School of Law. Relevant Skills and Experience: Extensive experience in the health insurance and managed care industry. Demonstrated commitment to delivering healthcare to underserved communities. Other Public Company Board Service:
		Loews Corporation	Carlyle Group

Independence of the Board of Directors

The Nasdaq listing rules require that a majority of the members of a listed company’s board of directors qualify as “independent” as affirmatively determined by our Board. In addition, our Board Guidelines require that a substantial majority of our Board consist of “independent” directors as defined by the Board Guidelines. Our Board Guidelines are available on our website at www.gilead.com on the Investors page under “Governance.”

After a review of all relevant transactions and relationships between each director, as well as his or her family members, and us, our senior management and independent registered public accounting firm, our Board has determined that eight of our nine nominees for director are “independent” directors as specified by applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines. Mr. O’Day, our Chairman of the Board, is not an independent director because he is currently an executive officer of our company.

Majority Vote Standard for Election of Directors

Our bylaws require directors to be elected by a majority of the votes cast with respect to such director in uncontested elections (number of shares voted “for” a director must exceed the number of shares voted “against” that director). In a contested election (a situation in which the number of nominees for director exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares voting in the election of directors at any such meeting at which a quorum is present. Under our Board Guidelines, any director who fails to receive at least a majority of the votes cast in an uncontested election must tender his or her resignation to our Board. Our Nominating and Corporate Governance Committee would then evaluate the tendered resignation and make a recommendation to our Board to accept or reject the resignation or to take other action. Our Board will act on our Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale for such decision within 90 days from the date the election results are certified. The director who tenders his or her resignation will not participate in our Board’s decision. If a nominee who was not already serving as a director does not receive at least a majority of the votes cast for such director at the annual meeting, that nominee will not become a director.

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Our Board’s Role and Responsibilities

Corporate Governance

We are committed to strong corporate governance structures and practices that reflect our commitment to integrity, accountability and excellence in conducting our business. Our Board has adopted certain corporate governance principles, which are set forth in our Board Guidelines and other key governance documents, to set forth a framework for how the Board, its various committees and individual directors should perform their functions. These principles are designed to drive effective functioning of the Board in its oversight role and to promote the interests of stockholders. Our Board regularly reviews and updates our governance materials in light of legal and regulatory requirements, evolving best practices and other developments. In considering possible modifications of our corporate governance structures and practices, our Board focuses on those changes that are best for our company and our business. Our focus is on advancing the long-term interests of our company, our stockholders and our other stakeholders. Provided below is a summary of our corporate governance practices. Additional information regarding our governance framework and associated governance documents, including our Board Guidelines, are available at www.gilead.com on the Investors page under “Governance.”

WHAT WE DO		WHAT WE DO NOT DO
Annually Elect All Directors   Majority Vote to Elect Directors   Substantial Majority of Independent Directors   Robust Lead Independent Director Role   Regular Executive Sessions of Independent Directors   Fully Independent Board Committees   Independent Evaluation of Chief Executive Officer   Robust Board Guidelines and Committee Charters   Commitment to Board Diversity, including “Rooney Rule” in new director searches   Robust Board-Level Oversight of ESG Matters   Annual Corporate Responsibility Report   Stockholder Right to Call Special Meetings - Lowered to 15% Threshold  NEW    Stockholder Right to Act By Written Consent   Proxy Access on Market Terms, with 3% / Three-Year Threshold   Annual Say-on-Pay Vote   Compensation Clawback Policy   Proactive Year-Round Stockholder Engagement   Annual Board and Committee Evaluations   Director Succession Planning and Board Refreshment		No Classified Board   No “Poison Pill”   No Supermajority Voting Provisions   No Dual Class Stock Structure with Unequal Voting Rights

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Oversight of Corporate Strategy

Our Board actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, financial results, potential corporate development opportunities and other matters that are material to the company. Our Board regularly receives information and formal updates from our management and actively engages with the senior leadership team with respect to the implementation of our corporate strategy. Our independent directors also hold regularly scheduled executive sessions during which they review and discuss our corporate strategy. Consistent with our corporate transaction approval policy, our Board also, directly or indirectly through a committee, reviews and approves strategic transactions that are material to our business, including significant acquisitions and collaborations.

Oversight of Risk

Our Board exercises its risk oversight responsibility directly and through its committees. Our Board considers specific risk topics directly, including, but not limited to, risks associated with our company’s strategic plan, capital allocation and risks relating to pricing strategies of newly approved products. Our Board has delegated responsibility to its committees for oversight of specific risks that fall within the committee’s areas of responsibility. Each of the committees periodically reports to the Board on its risk oversight activities. In addition to receiving reports from our Board committees, our Board is periodically briefed by Gilead’s management on specific material risks or legal developments. We believe our Board’s leadership structure effectively supports the Board’s independent evaluation and management of risk.

Oversight of Human Capital Management

Our Board believes our success depends on the work of dedicated employees who embrace a shared sense of purpose and a culture of excellence. As such, our human capital objective is to make Gilead an employer of choice for the best talent in our industry. Our Compensation and Talent Committee has primary oversight responsibility for our strategies and policies related to human capital management, including with matters such as inclusion and diversity, culture, talent recruitment, development and retention and employee engagement and effectiveness. Our Compensation and Talent Committee receives regular updates from our management regarding human capital management matters throughout the year.

Our Board is actively involved in talent development and succession planning for our senior management team. Our Compensation and Talent Committee has responsibility for overseeing and making recommendations to our Board with respect to talent development and succession planning for the Chief Executive Officer and our other executive officers. In connection with these efforts, our Compensation and Talent Committee performs a formal evaluation of the performance of our senior leadership team on an annual basis.

INCLUSION AND DIVERSITY IN 2022 Inclusion is a core value of our company, and our Board remained focused on guiding our efforts to advance inclusion and diversity in our workforce and in our community. For information regarding the progress we made in 2022, see “Advancing Inclusion and Diversity” on page 7.

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Oversight of Environmental, Social and Governance Matters

Our ESG program is at the heart of our mission to provide innovative medicines to prevent and treat life-threatening illnesses. We are committed to operating in a manner that is environmentally sustainable and socially responsible, as we believe doing so is critical to the success of our business and our ability to generate long-term, shared value for all of our stakeholders. This commitment is reflected in our ongoing investment in our ESG program as well as the involvement of the highest levels of company leadership in the program. Our Nominating and Corporate Governance Committee has primary responsibility for oversight of ESG matters and receives regular reports from our Corporate Responsibility Committee regarding our ESG program. Our Corporate Responsibility Committee, which is comprised of key members of leadership, manages our ESG program and, in consultation with our senior leadership team, sets and implements strategy, reporting and other initiatives to advance our program.

ESG ACHIEVEMENTS IN 2022 For additional information regarding our ESG program, including an overview of our key achievements in 2022, see “Our Environmental, Social and Governance Program” on page 9.

Oversight of Cybersecurity Matters

Our Audit Committee has primary responsibility for overseeing risks associated with our information systems and technology, including cybersecurity. Our Audit Committee receives quarterly reports from our Head of Information Security, Risk and Compliance and an annual report from our Chief Information Officer regarding our information systems and technology and associated policies, processes and practices for managing and mitigating cybersecurity and technology-related risks. As part of our risk mitigation program, we provide annual information security training to our employees. We also provide specialized trainings to our Security Operations team and employees with access to certain sensitive information systems. In addition, we engage a third-party advisory firm to review our security controls and maturity against the National Institute of Standards and Technology (NIST) cybersecurity framework. We have information security risk insurance policies for certain of our operating subsidiaries. We have not experienced any material information security breaches, including within the last three years, which reflects our commitment to maintaining the integrity and security of our systems and technology.

Stockholder Communications with Our Board

Stockholders may communicate with our Board by sending a letter to the Corporate Secretary, Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404. Our Corporate Secretary reviews all communications from stockholders, but may, in her sole discretion, disregard any communication that she believes is not: related to our business; within the scope of our responsibility; credible; or material or potentially material.

If deemed an appropriate communication, the Corporate Secretary will submit the stockholder communication to the member of our Board addressed in the communication and to our Lead Independent Director. We maintain a “Stockholders Communications with the Board” policy that outlines the applicable procedures and is available on our website at www.gilead.com on the Investors page under “Governance.”

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Our Stockholder Outreach and Engagement

Gilead recognizes the value of and is committed to engaging with our stockholders. We believe strong corporate governance includes proactive outreach and engagement with our stockholders on a regular basis throughout the year to better understand the issues that are important to them. This enables us to address these matters in a more meaningful and effective way and to drive improvements in our policies, communications and other areas. As part of our stockholder engagement program, our senior leadership team engages with investors on a variety of topics in a number of forums, including in quarterly earnings calls, investor and industry conferences, analyst meetings and individual corporate governance and ESG-related discussions with stockholders. In addition, our Lead Independent Director participates in many of our investor meetings and shares the investor views expressed in these meeting with the full Board.

Our Year-Round Stockholder Engagement Program
Fall 2022 Engagement
					In Fall 2022, we contacted stockholders representing approximately 57% of our outstanding shares to gain valuable insights on the issues that matter most to our stockholders. Of those that we contacted, our engagement team led by our General Counsel and leadership from our Investor Relations, Executive Compensation, Corporate Responsibility and Office of General Counsel teams met with stockholders representing approximately 47% of our outstanding shares as well as the two largest proxy advisory firms. Our Lead Independent Director met with stockholders representing approximately 33% of our outstanding shares to provide a direct line of communication between our stockholders and the Board. We gained constructive feedback during these engagements, which was shared with our Board and management. This ongoing feedback drives improvements in our governance policies and practices.
KEY TOPICS DISCUSSED WITH STOCKHOLDERS IN 2022:
2022 Stockholder Proposals		Corporate Governance		Compensation				Environmental, Social and Other
Appropriate threshold to call a special stockholder meeting		Board leadership structure, including Lead Independent Director role		Inclusion of non-financial and ESG metrics into the compensation program				Diversity and human capital management initiatives and targets, including data related to employee engagement, retention and turnover
Lobbying disclosures and proposed political congruency report		Board composition, refreshment and succession planning		Investors’ approaches to new SEC pay versus performance disclosure rules				Board oversight of ESG strategy and risks, including climate goals, access to medicine, diversity in clinical trials and human capital

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Response to 2022 Stockholder Proposals

Our stockholder outreach and engagement since our 2022 annual meeting of stockholders (“2022 Annual Meeting”) included discussing with investors potential responses to two stockholder proposals that received majority or near-majority support.

Threshold to Call Special Meetings

At our 2022 Annual Meeting, holders of a majority of shares represented at the meeting approved an advisory proposal seeking to lower the ownership threshold required to call a special stockholder meeting from 20% to 10%. Investor outreach since that vote, among other things, sought stockholders’ input on the threshold percentage that should be required to call special meetings. During our engagement, we met with stockholders representing approximately 47% of our outstanding shares, including both investors who voted for and against the proposal. Several of these investors expressed the view that our then-existing 20% threshold continued to be appropriate. Some of these investors shared our concern that a 10% ownership threshold could be too low in light of the significant costs and diversion of resources associated with special meetings. Other investors indicated that while they supported the proposal because they believed 20% was too high a threshold, they would be supportive of a special meeting threshold between 20% and 10%.

After careful consideration of the views expressed during our stockholder outreach, in February 2023, our Board amended our bylaws to reduce the ownership threshold required to call a special stockholder meeting from 20% to 15%. Consistent with the feedback we received from the stockholders with whom we engaged, the Board believes that a 15% ownership threshold is a reasonable threshold that strikes an appropriate balance between ensuring that stockholders have a meaningful right to call a stockholder meeting and protecting against the risk that a small minority of stockholders could trigger a special meeting and its associated expense and disruption to Gilead’s business.

Political Congruency Report

At our 2022 Annual Meeting, a stockholder proposal requesting a third-party review of whether our lobbying activities align with our vision statement received support from holders of more than 49% of shares represented at the meeting. Given this significant support, our engagement with stockholders sought further feedback on this topic. Many investors expressed a desire for greater disclosure on the topic but indicated that a third-party review would be unnecessary.

After careful consideration of the views expressed by stockholders, the Board determined that it would be appropriate to publish a political congruency report. Accordingly, in March 2023, we published a report analyzing the congruency of the positions taken by our most significant trade association relationships against our publicly stated values and policies. Those trade associations are Biotechnology Innovation Organization, California Life Sciences, Pharmaceutical Research and Manufacturers of America, and the United States Chamber of Commerce. We analyzed the trade associations’ positions on Gilead’s core public policy priorities (Drug Pricing and Access, and Intellectual Property Rights) and two other important company priorities: Climate Change, and Diversity, Equity and Inclusion. The report is available on our website at www.gilead.com on the “Public Policy Engagement” page under “Our Company.” In addition, we have also enhanced our disclosures on the “Public Policy Engagement” page based on investor feedback.

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Board Structure

Board Leadership

		Daniel P. O’Day Chairman of the Board Our Board believes that it is currently in the best interests of Gilead and its stockholders for Mr. O’Day to serve as our Chief Executive Officer and Chairman of the Board because it positions Mr. O’Day to effectively drive future strategy and decision-making for our organization. In addition to public, private and non-profit board experience, Mr. O’Day has a track record of success in highly scientific and competitive therapeutic areas, deep understanding of the evolving healthcare environment around the world and unwavering commitment to driving innovation across all aspects of the business. As the individual with primary responsibility and accountability for managing our day-to-day operations, Mr. O’Day can provide unified leadership of Gilead and ensure that key business and strategic issues, risks and opportunities are brought to our Board’s attention in a way that prioritizes and makes the best use of our Board’s time.
		Kevin E. Lofton Lead Independent Director In May 2020, our Board unanimously appointed Kevin E. Lofton as our new Lead Independent Director, in recognition of his leadership, in-depth knowledge of Gilead and demonstrated commitment to our mission. Mr. Lofton has a deep knowledge of our operations and business cycles. He also has significant leadership experience on other public boards and in the healthcare industry, including experience serving as a chief executive officer and a board member of several large organizations. In addition, Mr. Lofton has demonstrated a commitment to improving access to medical care, particularly for the underserved. Given his proven leadership capability, breadth of industry experience and business success, our Board believes Mr. Lofton is a strong and effective partner to our Chairman of the Board.

Our Board Guidelines provide that the independent directors will designate a Lead Independent Director when the Chairperson is not an independent director. The role of Lead Independent Director at Gilead is modeled on the role of an independent Chairperson, ensuring a strong, independent and active Board of Directors. Our Board regularly reviews its leadership structure to evaluate whether it remains appropriate for our company, and we continue to believe the robust duties of our Lead Independent Director empower our independent directors to provide guidance and effective oversight of management. As set forth in the Lead Independent Director Charter, the Lead Independent Director has clearly delineated and comprehensive duties, which are described further below:

	Consulting with the Chairperson as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing company operations;
	Consulting with the Chairperson regarding and approving the information, agenda and schedules of meetings of the Board of Directors and Board committees;
	Chairing meetings of the Board of Directors when the Chairperson is not present or when otherwise appropriate, including all executive sessions of independent directors;
	Facilitating the effective functioning of key Board committees and providing input on functioning of the committees, when required;
	Advising the Chairperson as to the information necessary or appropriate for the independent directors to effectively and responsibly perform their duties and provide feedback on the quality, quantity and timeliness of information submitted by management;
	Advising the Board of Directors and its committees on the retention of advisers and consultants who report directly to the Board of Directors;
	Calling meetings of the independent directors, as appropriate;

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	Serving as chairperson of meetings of the independent directors;
	Serving as principal liaison between the independent directors and the Chairperson and between the independent directors and senior management;
	Ensuring that independent directors have adequate opportunities to meet and discuss issues in meetings of the independent directors;
	Encouraging director participation by fostering an environment of open dialogue and constructive feedback among independent directors;
	Communicating to management, as appropriate, the results of private discussions among independent directors;
	Participating on ad-hoc committees established to deal with extraordinary matters, such as investigations and mergers and acquisitions;
	Providing guidance on director succession and development;
	Ensuring Board agendas provide the Board with the ability to periodically review and provide input on the company’s long-term strategy and to monitor management’s execution of the long term-strategy;
	Serving as the independent directors’ representative in crisis situations, unless otherwise directed by the Board;
	Monitoring conflicts of interest of all directors, including the Chairperson;
	Participating in succession planning for the Chief Executive Officer and in talent retention and development programs for members of senior management;
	Responding to major stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group, with such consultation with the Chairperson and other directors as the Lead Independent Director may deem appropriate;
	Representing independent directors in communications with other stakeholders, as required; and
	Performing such other duties as the Board of Directors may from time to time delegate.

The Lead Independent Director also frequently attends meetings of all our Board committees and leads our Board in conducting an annual assessment of our Board and the committees to evaluate their effectiveness. In addition, as required by our Board Guidelines, our independent directors meet without executive management on a regular basis to review, among other things, Gilead’s strategy, performance, management effectiveness and succession planning.

Consistent with our commitment to robust engagement with our stockholders, the Lead Independent Director also participates in meetings with stockholders as part of our year-round stockholder engagement program.

The Lead Independent Director Charter is available on our website at www.gilead.com on the Investors page under “Governance.”

Board Evaluations

Our Board believes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. Our Board and each of the committees conduct an annual evaluation of Board and committee performance, which is organized by our Nominating and Corporate Governance Committee and led by our Lead Independent Director. An overview of our 2022 annual evaluation process is provided below.

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Meetings of Our Board of Directors and Board Committees; Attendance at Annual Meetings

All directors attended greater than 75% of the aggregate of all meetings of our Board and of the committees on which they served during the year ended December 31, 2022 (or the period for which they served in 2022), and on average we had a 98.5% attendance rate for such meetings. Current committee membership and the number of meetings of our full Board and committees held in 2022 are shown in the table below:

		Board		Audit Committee		Compensation and Talent Committee		Nominating and Corporate Governance Committee		Science Committee
Jacqueline K. Barton, Ph.D.
Jeffrey A. Bluestone, Ph.D.
Sandra J. Horning, M.D.
Kelly A. Kramer
Kevin E. Lofton		Lead Independent Director
Harish Manwani
Daniel P. O’Day		Chairman
Javier J. Rodriguez
Anthony Welters
Number of 2022 Meetings		6		9		5		4		5

   Member    Chair

Our Board expects director attendance at our annual meetings of stockholders. All of our Board members attended the 2022 annual meeting of stockholders.

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Committees of Our Board of Directors

Our Board has an Audit Committee, a Compensation and Talent Committee, a Nominating and Corporate Governance Committee and a Science Committee. The charter for each of these committees is available on our website at www.gilead.com on the Investors page under “Governance.”

Audit Committee 2022 Meetings: 9 Current Members: Kelly A. Kramer (Chair), Kevin E. Lofton, Javier J. Rodriguez

Our Board has determined that all members of our Audit Committee are “independent directors” under the criteria specified by applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines. Our Board has determined that Ms. Kramer, Mr. Lofton and Mr. Rodriguez each qualify as an “audit committee financial expert,” as defined in applicable SEC rules.

Our Audit Committee oversees our corporate accounting, financial reporting process and systems of internal accounting and financial controls.

Among other responsibilities, our Audit Committee:

	is directly responsible for the selection, appointment, retention, compensation, oversight and, where appropriate, the replacement of the independent registered public accounting firm (the “auditors”);
	approves the engagement of proposed audit, review and attest services, as well as permissible non-audit services by our auditors;
	evaluates the performance, independence and qualifications of the auditors;
	reviews periodic reports prepared by the auditors regarding their internal quality control procedures and any material issues raised by internal quality-control reviews or by inquiries or investigations by governmental or professional authorities;
	monitors the rotation of audit partners on our engagement team and is involved in the selection of the lead audit partner;
	meets with the auditors and our financial management to review the scope and cost of proposed audits and the audit procedures to be utilized, and, following the conclusion thereof, reviews the results of such audits, including any findings, comments or recommendations of the auditors;
	discusses with the auditors and our financial and accounting management the scope, adequacy and effectiveness of our internal control over financial reporting, including the adequacy of the systems of reporting to our Audit Committee;
	reviews the potential effect of regulatory and accounting developments on our consolidated financial statements;
	reviews significant reporting issues or judgments made in connection with the preparation of our consolidated financial statements;
	reviews and approves, in advance, or ratifies all related party transactions in accordance with applicable laws, SEC rules and Nasdaq requirements;
	oversees the establishment and maintenance of disclosure controls and procedures;
	reviews draft earnings releases and the financial statements to be included in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, including the results of the annual audit and the results of the auditors’ review of our quarterly condensed consolidated financial statements;
	meets with internal audit management to review and approve the annual internal audit plan and budget and to review the results of internal audit activities;
	evaluates the performance and effectiveness of our internal audit function; and
	oversees our management of risks associated with financial and accounting systems, accounting policies, public reporting, investment strategies and cybersecurity, including the periodic review with management of our efforts to identify and mitigate such risks.

We have established procedures for the confidential submission of employee concerns under our Complaint Procedure and Non-Retaliation Policy. Our Audit Committee receives quarterly reports from management on all complaints regarding accounting, internal accounting controls or auditing matters made under our Complaint Procedure and Non-Retaliation Policy.

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Our Audit Committee regularly meets in executive session and in private sessions with each of our Chief Financial Officer, our Vice President of Internal Audit and representatives of Ernst & Young LLP, and from time to time, our Chief Compliance Officer and our Chief Accounting Officer and Corporate Controller, during which candid discussions regarding financial management, legal, accounting, auditing and internal control matters take place.

Compensation and Talent Committee 2022 Meetings: 5 Current Members:

Kevin E. Lofton (Chair), Jacqueline K. Barton, Ph.D., Kelly A. Kramer, Harish Manwani, Anthony Welters

Our Board has determined that all members of our Compensation and Talent Committee are independent directors under the criteria specified by applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines. The members of our Compensation and Talent Committee are “non-employee directors” as determined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Our Compensation and Talent Committee has overall responsibility for approving and evaluating our executive officer compensation plans, policies and programs.

Among other responsibilities, our Compensation and Talent Committee:

	takes any and all actions that may be taken by the Board with respect to the compensation level of our executive officers, including but not limited to the development of compensation policies and the review of compensation arrangements;
	oversees the administration and review of our compensation plans;
	evaluates the performance of our Chief Executive Officer, and reviews and approves the Chief Executive Officer’s compensation, subject to ratification by the independent directors of the Board;
	reviews and approves the compensation arrangements for our other executive officers;
	oversees talent management and succession planning with respect to our Chief Executive Officer and other executive officers, and recommends a succession plan for such officers on an annual basis;
	establishes the stock ownership guidelines applicable to executive officers and recommends stock ownership guidelines applicable to the non-employee Board members;
	assesses whether our compensation practices present risks that could have a material adverse effect upon us or could otherwise encourage unnecessary or excessive risk-taking;
	oversees our strategies and policies related to human capital management, including with respect to matters such as inclusion and diversity, workplace environment and culture, talent recruitment, development and retention, and employee engagement and effectiveness;
	reviews and discusses the “Compensation Discussion and Analysis” included in our Proxy Statement for each annual meeting;
	reviews the results of the most recent stockholder advisory vote on executive compensation and oversees our submissions to stockholders on executive compensation matters; and
	appoints, determines the compensation of and oversees the independent compensation advisers retained by the Compensation and Talent Committee.

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Our Compensation and Talent Committee has the authority to engage the services of its own outside advisors to assist it in determining the compensation of our executive officers. After a robust evaluation process in 2021 that included the consideration of alternative candidates for the role, our Compensation and Talent Committee continued its engagement of Frederic W. Cook & Co. (“FW Cook”), a national compensation consulting firm, as its independent compensation consultant. FW Cook reports directly to and provides various executive compensation services to our Compensation and Talent Committee, including advising the Committee on the following matters:

	the principal aspects of our Chief Executive Officer’s compensation;
	evolving industry practices; and
	market information and analyses regarding the competitiveness of our program design for both our executive officers and the non-employee Board members.

FW Cook provides consulting services solely to our Compensation and Talent Committee and does not provide any other services to Gilead. Where advisable, our Compensation and Talent Committee meets in executive session from time to time with FW Cook to discuss compensation-related matters.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation and Talent Committee who served during 2022 is currently or has been, at any time since our formation, one of our officers or employees. During 2022, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation and Talent Committee. None of the members of our Compensation and Talent Committee who served during 2022 currently has or has had any relationship or transaction requiring disclosure pursuant to Item 404 of Regulation S-K.

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Nominating and Corporate Governance Committee 2022 Meetings: 4 Current Members:

Anthony Welters (Chair), Sandra J. Horning, M.D., Kevin E. Lofton, Harish Manwani

Our Board has determined that all members of our Nominating and Corporate Governance Committee are independent directors under the criteria specified by applicable listing rules of Nasdaq and our Board Guidelines.

Our Nominating and Corporate Governance Committee oversees the corporate governance policies and practices of the company, including Board and committee structure and nominations, and monitors the compliance functions managed by the Chief Compliance Officer.

Among other responsibilities, our Nominating and Corporate Governance Committee:

	develops and periodically reviews the desired qualifications of members of the Board and its committees;
	advises our Board on matters of diversity, including race, ethnicity, gender, sexual orientation, culture, thought and geography;
	evaluates the need for refreshment and succession planning for the Board and, as appropriate, leads the search for diverse individuals qualified to become members of the Board;
	recommends director nominees to the Board to be presented for stockholder approval at the annual meeting of stockholders;
	reviews the Board’s leadership structure and recommends changes as appropriate, including a recommendation to the independent directors regarding the appointment of our Lead Independent Director;
	reviews the Board’s committee structure and recommends directors to serve as members and chairpersons of each committee for the Board’s approval;
	determines on an annual basis the members of the Board who meet the independence requirements and members of the Audit Committee who meet the financial expert requirements;
	reviews our corporate governance policies and practices and recommends new policies and changes to existing policies for the Board’s approval;
	develops an annual self-evaluation process for the Board and its committees and, as appropriate, makes recommendations to the Board regarding its findings;
	monitors risks related to corporate governance matters and certain other non-financial or non-compensation-related risks;
	oversees our company’s stockholder engagement program;
	approves the appointment and removal of the Chief Compliance Officer and meets periodically with the Chief Compliance Officer to monitor the company’s compliance program;
	oversees ESG matters and receives periodic reports on our ESG program; and
	reviews our political expenditure policies and expenditures, including payments to trade associations.

Our Nominating and Corporate Governance Committee regularly meets in executive session with our Chief Compliance Officer as part of its oversight of the company’s compliance program.

We have established procedures for the confidential submission of employee concerns under our Complaint Procedure and Non-Retaliation Policy. Our Nominating and Corporate Governance Committee receives quarterly reports from management on complaints made under our Complaint Procedure and Non-Retaliation Policy (other than those relating to accounting, internal accounting controls or auditing matters, which are reported to our Audit Committee).

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Science Committee 2022 Meetings: 5 Current Members: Sandra J. Horning, M.D. (Chair), Jacqueline K. Barton, Ph.D., Jeffrey A. Bluestone, Ph.D.

Our Science Committee oversees, on behalf of our Board, our research and development strategy, including with respect to our commercial portfolio and clinical programs and the capabilities of our products and product candidates. Among other responsibilities, our Science Committee:

	advises our Board on the direction of and progress made towards our research and development strategy;
	assesses the quality of our commercial portfolio and clinical programs, and evaluates potential opportunities to enhance our portfolio and programs through opt-in programs, collaborations and other strategic transactions;
	monitors the status, progress and outcomes of our key clinical trials; and
	reviews the potential effect of developments in the competitive scientific landscape and emerging science trends on our commercial portfolio and clinical programs.

Executive Sessions

As required by our Board Guidelines, our independent directors meet in regularly scheduled executive sessions at which only they are present. Our Lead Independent Director presides over these executive sessions. At these executive sessions, the independent directors review, among other things, Gilead’s strategy, performance, management effectiveness and succession planning.

Additionally, executive sessions may be convened by the Lead Independent Director at his discretion and will be convened if requested by any other independent director.

Board Processes

Certain Relationships and Related Person Transactions

Indemnity Agreements

We have entered into indemnity agreements with each of our executive officers (including our Named Executive Officers) and directors that provide, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings to which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of us, and otherwise to the full extent permitted under Delaware law and our bylaws.

Policies and Procedures

Related Person Transactions

Our Audit Committee is responsible for reviewing and approving, in advance, all related person transactions. Related persons include any of our directors or executive officers, certain of our stockholders and their immediate family members, and transactions include any transaction or arrangement in which the amount involved exceeds $120,000 and where the company or any of its subsidiaries is a participant and a related person has a direct or indirect material interest. In reviewing and approving any such transactions, our Audit Committee considers all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. The responsibility for reviewing and approving such transactions is set forth in writing in the Audit Committee Charter. A copy of the Audit Committee Charter is available on our website at www.gilead.com on the Investors page under “Governance.”

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To assist us in identifying related person transactions, each year we require our directors and officers to complete Director and Officer Questionnaires identifying any transactions with us in which the executive officer or director or their immediate family members have a material interest.

Conflicts of Interest

We review related person transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with our interests. In addition, our Nominating and Corporate Governance Committee determines, on an annual basis, which members of our Board meet the definition of independent director under the criteria specified by applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines. The obligation for this determination is set forth in writing in the Nominating and Corporate Governance Committee Charter. A copy of the Nominating and Corporate Governance Committee Charter is available on our website at www.gilead.com on the Investors page under “Governance.” Our Nominating and Corporate Governance Committee reviews and discusses any relationships with directors that would potentially interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.

2022 Related Person Transactions and Conflicts of Interest

There were no related person transactions or conflicts of interest in 2022. Approval of any related person transaction or conflict of interest would require approval of the applicable Board committee (as described above) or the full Board.

In 2022, we hired Deborah H. Telman as our new EVP, Corporate Affairs and General Counsel. Ms. Telman’s spouse is a partner in a law firm that Gilead retained for legal matters prior to the search for or retention of Ms. Telman. While the firm continues to represent Gilead in these matters, we determined that the firm’s work does not give rise to a related person transaction because the spouse does not work on these matters and does not otherwise have a material interest in the fees paid by Gilead. In addition, in accordance with the terms of Gilead’s Code of Conduct and Conflict of Interest Policy, we established, and the Board reviewed and approved, certain procedures regarding Gilead’s work with the law firm that are designed to avoid a conflict of interest.

Code of Ethics

Our Code of Ethics establishes the corporate standards of behavior for all our employees, officers and directors and sets our expectations of contractors and agents. Our Code of Ethics supports our commitment to maintaining the highest standards of legal and ethical conduct and includes our expectations with respect to topics such as inclusion and diversity, human rights, anti-harassment and anti-bullying, international trade, intellectual property and political activity. The Code of Ethics is available on our website at www.gilead.com on the Investors page under “Governance.” Any person who becomes aware of any possible non-compliance of laws, regulations, our Code of Ethics or any other Gilead policy is responsible for notifying a member of management or the legal department. We have also implemented an Ethics Hotline through which concerns can be raised confidentially. We investigate all reports promptly, and we do not tolerate retaliation against anyone making reports in good faith and/or assisting in investigations of possible violations.

Compensation of Non-Employee Board Members

The members of our Board play a critical role in guiding our strategic direction and overseeing our management. In light of the demanding nature of the role and responsibilities of a public company board, including the time commitment and risks associated with board service, the market for highly qualified and experienced individuals who are capable of serving as the directors of a large public company has remained highly competitive.

These dynamics make it imperative that we provide a competitive compensation program for our non-employee directors. Such directors are accordingly compensated based upon their respective levels of Board participation and responsibilities, including service on Board committees, and receive a combination of annual cash retainers and equity compensation in the form of stock options and restricted stock unit awards. In addition, our non-employee directors are also reimbursed for their business-related expenses incurred in connection with attendance at Board and committee meetings and related activities. Our employee directors do not receive additional compensation for their service on our Board.

Our Compensation and Talent Committee reviews our non-employee director compensation program on an annual basis with its independent advisor. Any recommended changes to the program are then presented to the independent members of our Board for their consideration and approval.

Our non-employee directors are compensated through annual equity awards under a pre-established grant-date fair value formula and annual cash retainers for Board and Board committee service.

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Cash Payments and Equity Awards

The following table sets forth the compensation arrangements for our non-employee Board members during 2022:

Deferred Compensation Plan

Our Deferred Compensation Plan allows our non-employee directors to defer all or a portion of their cash retainer each year. The deferred amount may either be immediately converted into phantom shares of our common stock or invested in a designated group of investment funds, neither of which results in above-market interest under disclosure rules. To the extent that a non-employee director elects to defer his or her cash retainer into phantom shares, the resulting number of phantom shares of our common stock will be determined by dividing the deferred amount by the fair market value per share of our common stock on the conversion date. The resulting number of phantom shares will be paid out in actual shares of our common stock at the end of the deferral period. If the non-employee director elects to defer his or her retainer into investment funds, then he or she may select from among the investment funds available under the Deferred Compensation Plan. These investment funds are substantially the same as those available under our broad-based Section 401(k) employee savings plan.

A non-employee director may elect to receive his or her deferred account balance at a designated age that is no earlier than age 50 and no later than age 75, or on the date of his or her cessation of Board service or on the second or fifth anniversary of that cessation date, in a lump sum or in annual installments not to exceed 10 years. An early distribution is permitted in the event of a financial hardship. In the event of death, an account balance will be distributed in a lump sum to the director’s designated beneficiary.

Stock Ownership Guidelines

We have stock ownership guidelines to encourage our non-employee directors to retain a significant portion of their shares of our common stock. These stock ownership guidelines require our non-employee directors to hold shares of our common stock with an aggregate fair market value equal to or greater than five times their annual retainer. This guideline is to be achieved over a five-year period, measured from the date the non-employee director first joins our Board. As of December 31, 2022, all members of our Board were in compliance.

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Terms of Equity Awards

The stock options granted to our non-employee directors have an exercise price equal to the fair market value per share of our common stock on the date of grant (based on the closing market price for our common stock on that date as reported on the Nasdaq Global Select Market). Each option has a maximum term of 10 years, subject to earlier termination three years after the non-employee director’s cessation of Board service. Stock option and restricted stock unit awards granted to non-employee directors vest immediately upon grant. Initial equity awards for new non-employee directors are prorated based on the number of days remaining in the compensation period in which they commence Board service. The shares that vest under restricted stock unit awards may, pursuant to a director’s advance election, be subject to a deferred issuance in up to five annual installments following his or her cessation of Board service.

The table below summarizes the compensation paid by us to our non-employee Board members for the 2022 fiscal year:

2022 Director Compensation

The table below summarizes the compensation paid by us to non-employee Board members for the 2022 fiscal year:

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Audit Matters

Ratification of the Selection of Independent Registered Public Accounting Firm

PROPOSAL 2

Our Board unanimously recommends a vote “FOR” Proposal 2.

Annual Evaluation and Selection of Independent Auditor

To help ensure continuing auditor independence, our Audit Committee annually reviews Ernst & Young LLP’s independence and performance in connection with the Committee’s determination of whether to retain Ernst & Young LLP or engage another firm as our independent auditor. In the course of these reviews, our Audit Committee considers, among other things:

	Ernst & Young LLP’s historical and recent performance on the Gilead audit;
	Ernst & Young LLP’s institutional knowledge and expertise regarding Gilead’s global business, accounting policies and practices and internal control over financial reporting;
	the professional qualifications of Ernst & Young LLP, the lead audit partner and other key engagement partners;
	Ernst & Young LLP’s disclosures related to audit quality and performance, including recent Public Company Accounting Oversight Board (the “PCAOB”) inspections;
	the appropriateness of Ernst & Young LLP’s audit fees, including the fees that Ernst & Young LLP receives for non-audit services;
	the quality and candor of Ernst & Young LLP’s communications with the Audit Committee and management; and
	the potential impact of changing our independent registered public amounting firm.

Based on this evaluation, our Audit Committee has determined that Ernst & Young LLP is independent and that it is in the best interest of Gilead and its stockholders to continue to retain Ernst & Young LLP to serve as our independent auditors for the 2023 fiscal year.

Rotation of Lead Audit Partner

The Audit Committee requires the lead audit partner to be rotated at least every five years. The process for selection of Gilead’s lead audit partner pursuant to this rotation involves a meeting between the Chair of our Audit Committee and the candidate for the role as well as discussion by the full Audit Committee and management. Our last rotation of lead audit partner was in 2023.

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Principal Accountant Fees and Services

Our Audit Committee is responsible for audit firm compensation. The aggregate fees billed or expected to be billed by Ernst & Young LLP for the years ended December 31, 2022 and 2021 for the professional services described below are as follows:

All of the services described above were pre-approved by our Audit Committee. The Committee concluded that the provision of these services by Ernst & Young LLP would not affect their independence.

Pre-Approval Policy and Procedures

To minimize relationships that could impair the objectivity of Ernst & Young LLP, our Audit Committee adopted policies and procedures for the pre-approval of audit and permissible non-audit services rendered by Ernst & Young LLP. Under this policy, our Audit Committee must pre-approve all services provided by Ernst & Young LLP, and the policy prohibits the engagement of Ernst & Young LLP for certain specified services. The policy permits the engagement of Ernst & Young LLP for services approved by our Audit Committee in defined categories such as audit services, audit-related services and tax services. The policy also permits engagement of Ernst & Young LLP for other services approved by our Audit Committee if there is a persuasive business reason for using Ernst & Young LLP over other providers. The policy provides that, as a general rule of thumb, the fees for these other services should be less than 25% of total audit fees. Pre-approval may be given as part of our Audit Committee’s approval of the scope of Ernst & Young LLP’s engagement or on an explicit case-by-case basis before Ernst & Young LLP is engaged to provide each service. The pre-approval of services may be delegated by our Audit Committee to a member of the Audit Committee. Our Audit Committee receives quarterly reports on the scope of services provided to date and planned to be provided by Ernst & Young LLP in the future.

Representatives of Ernst & Young LLP are expected to be present at our Annual Meeting, will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from stockholders.

Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, our Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Gilead and our stockholders.

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Audit Matters

Audit Committee Report

Our Audit Committee is composed of three directors and operates under a written charter adopted by the Board of Directors. Our Board has determined that all members of our Audit Committee are “independent” directors under the criteria specified by applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines.

Our Audit Committee oversees, on behalf of our Board, our corporate accounting, financial reporting process and systems of internal accounting and financial controls. Management has the primary responsibility for the financial statements, the reporting process, and the system of internal control over financial reporting.

Our Audit Committee is responsible for the selection, appointment, retention, compensation and oversight of Gilead’s independent registered public accounting firm, Ernst & Young LLP. Our Audit Committee reviewed and discussed with Ernst & Young LLP the auditors’ independence from Gilead and its management. As part of that review, we received the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and our Audit Committee discussed Ernst & Young LLP’s independence from Gilead. We also considered whether Ernst & Young LLP’s provision of non-audit services to Gilead is compatible with the auditor’s independence.

We adopted auditor independence policies and procedures for the pre-approval of audit and permissible non-audit services rendered by Ernst & Young LLP. The policy permits the engagement of Ernst & Young LLP for services approved by our Audit Committee in defined categories such as audit services, audit-related services and tax services. The policy also permits engagement of Ernst & Young LLP for other services approved by our Audit Committee if there is an appropriate business reason for using Ernst & Young LLP over other providers. Our Audit Committee receives quarterly reports on the scope of services provided to date and planned to be provided by Ernst & Young LLP in the future.

Our Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2022 with management and Ernst & Young LLP. Our Audit Committee has reviewed and discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

Based upon these reviews and discussions, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in Gilead’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. Our Board has approved this inclusion.

Audit Committee

Kelly A. Kramer, Chair
Kevin E. Lofton
Javier J. Rodriguez

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Executive Officers

The names of our executive officers who are not also directors of Gilead and certain information about each of them as of March 23, 2023 are set forth below.

See Mr. O’Day’s biography above under “Nominees” on page 20.

		Andrew D. Dickinson Mr. Dickinson serves as Gilead’s Chief Financial Officer, responsible for the oversight of the company’s global finance, corporate development, information technology, operations and strategy organizations. Mr. Dickinson joined Gilead in 2016 and prior to his current role served as head of the company’s corporate development and strategy group. In that role, Mr. Dickinson drove all of Gilead’s licensing, partnership and acquisition transactions and guided investments into new areas. Prior to his tenure at Gilead, Mr. Dickinson was the global Co-Head of Healthcare Investment Banking at Lazard. Earlier in his career, he served as General Counsel and Vice President of Corporate Development at Myogen, Inc., which was acquired by Gilead in 2006.   Mr. Dickinson received his bachelor’s degree in molecular, cellular and developmental biology from the University of Colorado at Boulder and his law degree from Loyola University of Chicago. He currently serves on the board of directors of Sutter Health, a non-profit hospital system based in California, and previously served on the board of directors of the Fosun Pharma and Kite joint venture in China, which was established in 2017.
Age: 53 JOINED GILEAD: 2016 POSITION: Chief Financial Officer

		Johanna Mercier Ms. Mercier serves as Gilead’s Chief Commercial Officer, with responsibility for the global commercialization of all the company’s medicines throughout the product lifecycle. Under her leadership, Gilead works to ensure that patients around the world have access to the company’s transformational medicines. Ms. Mercier joined Gilead in 2019 after 25 years at Bristol-Myers Squibb, where she served in a number of executive leadership positions, including head of the U.S. business and head of the European region, gaining broad experience across geographies and in all aspects of the commercial business. In her time there, she successfully evolved the culture and drove strong commercial execution with double-digit growth and multiple launches that changed the standard of care in melanoma and renal cancers.   Ms. Mercier holds a bachelor’s degree in biology from the University of Montreal and an MBA from Concordia University. She currently serves on the board of directors of Neurocrine Biosciences, Inc. and the University of Southern California’s Leonard D. Schaeffer Center for Health Policy and Economics.
Age: 53 JOINED GILEAD: 2019 POSITION: Chief Commercial Officer

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		Merdad V. Parsey, M.D., Ph.D. Dr. Parsey is Gilead’s Chief Medical Officer, responsible for overseeing the company’s global clinical development and medical affairs organizations. In his role, Dr. Parsey supervises all clinical trials and development operations. Together with the leadership team, he works to advance clinical development strategies and programs with the goal of changing the trajectory of disease, and transforming care for the patients of today and tomorrow. Dr. Parsey joined Gilead in 2019, after serving as Senior Vice President of Early Clinical Development at Genentech, where he led clinical development for areas including inflammation, oncology and infectious diseases. Prior to Genentech, Dr. Parsey served as President and CEO of 3-V Biosciences (now Sagimet BioSciences), held development roles at Sepracor, Regeneron and Merck and was Assistant Professor of Medicine and Director of Critical Care Medicine at the New York University School of Medicine.   He completed his M.D. and Ph.D. at the University of Maryland, Baltimore, his residency in Internal Medicine at Stanford University and his fellowship in Pulmonary and Critical Care Medicine at the University of Colorado. Dr. Parsey currently serves on the board of directors for Sagimet BioSciences and Arcus Biosciences.
Age: 60 JOINED GILEAD: 2019 POSITION: Chief Medical Officer

		Deborah H. Telman Ms. Telman serves as Executive Vice President of Corporate Affairs and General Counsel, with responsibility for Gilead’s Government Affairs and Policy, Public Affairs, Legal and Compliance functions. Ms. Telman joined Gilead in 2022 and prior to her current role, she served as Executive Vice President, General Counsel and Corporate Secretary at Organon, a women’s healthcare company, building out the Legal, Ethics and Compliance, and Environmental Health and Safety organizations following the company’s separation from Merck. Prior to joining Organon, Ms. Telman was the Senior Vice President, General Counsel and Corporate Secretary at Sorrento Therapeutics, a clinical stage biopharmaceutical company. Over the course of her more than 25-year career, Ms. Telman has provided legal counsel both in an in-house capacity and in private practice, including experience in global mergers and acquisitions, governance and litigation. She received her Juris Doctor degree from Boston University School of Law and a bachelor’s degree in mathematics from the University of Pennsylvania. Ms. Telman currently serves on the board of directors of AtriCure, Inc., a medical tech company focused on the treatment of atrial fibrillation and related conditions, as well as on the board of directors of Chicago Humanities Festival.
Age: 58 JOINED GILEAD: 2022 POSITION: Executive Vice President, Corporate Affairs and General Counsel

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Executive Compensation

	Advisory Vote to Approve the Compensation of Our Named Executive Officers

PROPOSAL 3

Our Board unanimously recommends a vote “FOR” Proposal 3.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of the components of our executive compensation program and the 2022 decisions of the Compensation and Talent Committee of our Board of Directors (our “Compensation and Talent Committee” or “Committee”) for our 2022 Named Executive Officers (or “NEOs”), who were:

DANIEL P. O’DAY Chairman and Chief Executive Officer (“Chief Executive Officer”)		ANDREW D. DICKINSON Chief Financial Officer		JOHANNA MERCIER Chief Commercial Officer		MERDAD V. PARSEY, M.D., PH.D. Chief Medical Officer		DEBORAH H. TELMAN Executive Vice President, Corporate Affairs and General Counsel(1)

2022 Business Highlights

In 2022, Gilead had a transformational year in which we saw strong financial performance and consistent execution across our portfolio. In virology, we achieved a milestone with the first approvals for lenacapavir, the foundation of our long-acting HIV portfolio, and we are positioned for continued growth. Our momentum in oncology is continuing to accelerate after a year that saw strong commercial performance and clinical progress, including positive data readouts and several regulatory approvals. We continued our expansion into inflammatory disease through internal growth and the acquisition of MiroBio Ltd., a company which develops agonists targeting immune inhibitory receptors. And, for the third year, Veklury remained an important tool to combat the COVID-19 pandemic around the world. Our financial performance was robust, driven by growth in HIV and oncology, including cell therapy. We are approaching 2023 from a very strong position with a diverse and sustainable business.

Achieving Innovation and Maintaining Leadership in HIV. Our goal in partnership with the HIV community is to end the epidemic for everyone, everywhere. In 2022, we made progress in the pursuit of new options in HIV treatment and prevention and in our early HIV cure research program.

In 2022, Sunlenca (lenacapavir), a long-acting first-in-class capsid inhibitor, was approved in both the U.S. and Europe for highly treatment experienced people with multi-drug resistant HIV-1 infections. It offers a new, twice-yearly treatment option for adults with HIV who have previously had limited therapy choices. Additionally, we continue to evaluate lenacapavir for prevention, while exploring a broad range of agents that can be paired with Sunlenca for treatment.

Biktarvy, a once-a-day pill, remains the leading HIV treatment for people starting treatment in the U.S. and Europe, achieving 20% year-over-year growth and adding an additional 2-3% of market share in the U.S. and EU in 2022. Biktarvy revenue for 2022 was $10.4 billion, marking the first time that it has had full-year revenue of more than $10 billion.

There remains a significant unmet need for HIV prevention options among people who could benefit from pre-exposure prophylaxis (PrEP); only 1 in 4 people in the U.S. who could benefit currently take it. Demand for Descovy for PrEP continues to increase with demand in 2022 up more than 20% year-over-year. At the end of 2022, Descovy held a 43% market share in the U.S.

Lastly, in September we resolved litigation related to our tenofovir alafenamide (TAF) patents against the last of generic manufacturers who were seeking to market and manufacture generic versions of Descovy, Vemlidy and Odefsey. These settlement agreements demonstrate the innovativeness of our products and the strength of our intellectual property.

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Growing and Strengthening our Oncology Presence. As we continue developing our pipeline and market presence in oncology, the impact on our business is substantial. Revenues from the Gilead and Kite oncology programs increased by 71% from 2021 to more than $2.1 billion, exceeding $2 billion for the first time, with oncology now representing 8% of our full-year revenue in 2022. Oncology revenue in 2022 accounted for approximately 50% of our core business year-over-year revenue growth.

Trodelvy, the cornerstone of our solid tumor portfolio, is reaching a growing number of patients for the treatment of second-line metastatic triple-negative breast cancer (TNBC) and metastatic urothelial (bladder) cancer. Trodelvy is now approved for second-line metastatic TNBC in more than 40 countries, and we continue to work with regulators, payers and clinicians around the world to broaden access overall. Trodelvy revenue was $680 million for 2022, a 79% increase over 2021. We also reached important milestones last year with statistically significant and clinically meaningful progression-free survival and overall survival data from the Phase 3 TROPiCS-02 study, and with the FDA granting priority review of our supplemental biologics license application (“sBLA”) submission based on these data.

Full year revenue in cell therapy was $1.5 billion, up 68% year-over-year, exceeding a billion for the first time, driven by continued demand for Yescarta in large B-cell lymphoma and follicular lymphomas, as well as Tecartus in mantle cell lymphoma and adult acute lymphoblastic leukemia. We received U.S., EU and Japan approvals for Yescarta for second-line relapsed and refractory large B-cell lymphoma, making it the first CAR T-cell therapy to be approved for use in the earlier second-line setting, and we received EU approval for Tecartus in adult acute lymphoblastic lymphoma. In addition, we greatly expanded our network of authorized treatment centers globally where Kite products are made available. From a manufacturing perspective, we activated a state-of-the-art industry leading manufacturing site in Maryland and implemented a variety of optimization efforts across Kite’s global CAR T manufacturing network, further enabling the company to increase its manufacturing network capacity to meet increasing demand. With this facility and the recently FDA-approved viral vector manufacturing facility in California, Kite remains well positioned to ensure clinical and commercial supply availability while it continues to execute on its geographic expansion.

In 2022, we made significant progress in growing the oncology pipeline, which includes the potential to deliver more than 20 transformative indication approvals in solid tumors and blood cancers by 2030. Partnerships play a key role in our pipeline and capability build, and we are actively collaborating with dozens of oncology’s most promising companies. A core partnership includes our 10-year research and clinical collaboration with Arcus, and in late 2022 we jointly announced clinically meaningful data from the ARC-7 Phase 2 study in patients with first-line metastatic non-small cell lung cancer. This reinforces our confidence in the TIGIT pathway and our four Phase 3 trials in lung and upper GI cancer.

Sustaining the Fight Against COVID-19. Veklury (remdesivir) continues to play a crucial role in the COVID-19 pandemic, as it remains the antiviral standard of care for the treatment of people hospitalized with COVID-19. Veklury is also recommended for use in those who do not require supplemental oxygen or hospitalization and are at an increased risk of progressing to severe COVID-19. In the U.S., Veklury is used in more than 50% of hospitalized patients being treated for COVID-19. Veklury and generic remdesivir have been made available to nearly 13 million patients around the world, including more than 8 million people in low- and middle-income coutnries through Gilead’s voluntary licensing program. Veklury revenue was $3.9 billion in 2022, down from 2021 as expected. In addition, in 2022 we continued to advance the development of an oral treatment for COVID-19.

TOTAL SHAREHOLDER RETURN

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Stockholder Engagement and 2022 Vote on Named Executive Officer Compensation

At the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), 92% of votes were cast in favor of the compensation of our named executive officers, which reflects an increase from 87% in the prior year. Our Compensation and Talent Committee carefully reviews voting results and feedback from our stockholder engagement activities when making executive compensation decisions and remains committed to open and ongoing stockholder engagement. The insights we have gained from our stockholder engagement over the years have been helpful to management and the Board in guiding our corporate policies and practices.

In Fall 2022, we contacted stockholders representing approximately 57% of our outstanding shares to gain valuable insights into the issues they care most about. Of those we contacted, we met with stockholders representing approximately 47% of our outstanding shares as well as the two largest proxy advisory firms. During these meetings, we discussed Gilead’s response to the stockholder proposals at the 2022 Annual Meeting, our continued efforts on diversity and inclusion, key environmental, social and governance topics, board oversight, leadership structure and human capital management, and asked our stockholders for their perspectives and feedback on our executive compensation program. Throughout these engagements, our Lead Independent Director met with stockholders representing approximately 33% of our outstanding shares.

Our stockholders expressed general satisfaction and did not raise any material concerns regarding our executive compensation programs. After taking this feedback into account, our Compensation and Talent Committee determined that no changes to our executive compensation programs were necessary in response to the voting results at our 2022 Annual Meeting.

Stockholders may express their views directly to our Compensation and Talent Committee as described in our “Stockholder Communications with the Board” policy, available on our website at www.gilead.com on the Investors page under “Governance.”

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Compensation Philosophy

At Gilead, our mission is to discover, develop and deliver innovative therapeutics for people with life-threatening diseases. To succeed, we must attract, engage and retain highly talented individuals who are committed to our mission and core values of integrity, inclusion, teamwork, accountability and excellence. Our executive compensation program is built on the following six fundamental principles that we believe are imperative to achieving our mission while also balancing the long-term interests of our stockholders:

Pay-for-Performance	Short- and Long-Term Balance	Cost-Effectiveness
Market Competitiveness	Stockholder Alignment	Egalitarian Approach

We maintain “best-in-class” governance standards for the oversight of our executive compensation program, as evidenced by the following policies and practices in effect during 2022:

	WHAT WE DO			WHAT WE DO NOT DO
Ongoing outreach and engagement with major stockholders on executive compensation governance   Rigorous annual incentive performance metrics with financial goals weighted at 50% of the total award opportunity and product, pipeline and people goals weighted at 50%, and with an individual performance modifier applicable to all NEOs other than our CEO   Clawback policy covers both cash and equity and allows for clawback for misconduct that results in the restatement of financial results or significant misconduct, including a failure to supervise a subordinate, that otherwise causes financial, operational or reputational harm   Cap annual cash incentive and long-term performance share award payouts at reasonable levels   Set pre-established grant dates for executive officers’ annual equity awards   Compensation and Talent Committee’s independent consultant performs no other work for Gilead   Conduct annual assessments to identify and mitigate risk in our compensation programs   Robust executive stock ownership guidelines			No repricing of stock options without stockholder approval   No single trigger change in control severance benefits   No change in control excise tax gross-ups   Employees and directors are prohibited from hedging and pledging our stock   No dividend or dividend equivalent rights payable on unearned or unvested equity awards

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Compensation Overview

Elements of Annual Compensation

Our Compensation and Talent Committee annually reviews our Named Executive Officers’ compensation, payment criteria, goals and pay outcomes. Based on this review, the Committee believes our executive compensation program is fair and delivers pay that is aligned with execution against financial and strategic goals and long-term stockholder value.

A summary of our Named Executive Officers’ compensation awarded or earned during 2022 is set forth below:

Compensation Components

	Base Salary			Long-Term Incentive (“LTI”) Compensation
Payment Criteria Fixed annual compensation reviewed annually with any increases generally effective March 1 2022 Compensation Summary   Our Named Executive Officers received base salary increases ranging from 3% to 5% over 2021 base salaries, consistent with increases given to salaried employees company-wide			Payment Criteria   50% delivered in performance shares earned over three years based on relative Total Shareholder Return (“TSR”) and annual revenue targets   There is no payout if performance falls below a minimum threshold   Relative TSR awards are capped at target if absolute TSR is negative, regardless of relative performance   25% delivered in stock options that vest over four years beginning one year after grant, with quarterly vesting after year one   25% delivered in restricted stock units that vest over four years beginning one year after grant, with quarterly vesting after year one 2022 Compensation Summary   2020 performance shares were earned as follows:   Relative TSR performance shares were earned at 168.5% of target   Absolute Revenue performance shares were earned at 200% of target
	Annual Cash Incentive
Payment Criteria   Corporate performance assessed on:   Financial results: 50%   Pipeline, Product and People results: 50%   Individual performance modifier applies for all Named Executive Officers other than the CEO   Maximum payout = 200% of target 2022 Compensation Summary   Annual incentive earned at 185% of target for our Chief Executive Officer, based on corporate performance against pre-set rigorous metrics   Annual incentive earned at 136% to 184% of target for other Named Executive Officers, based on corporate and individual performance

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Executive Compensation

Pay and Performance Alignment

Our industry’s business model is characterized by significant capital investment, long lead times for discovery and development and unpredictable outcomes due to the nature of developing medicines for human use.

Our business involves multi-year development cycles, in which the return on investments in our product pipeline may take up to 12 years or more. Thus, our executive compensation program focuses 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. As a result of long development cycles, success in the early phases of development, while critical to achieving our long-term strategy and short-term goals, may not be reflected in our operating performance and share price until several years in the future.

Long-term equity incentives, awarded in the form of performance shares, stock options and restricted stock units, make up the single biggest component of our executives’ annual pay opportunity. As a result, a substantial portion of the target total direct compensation (“TDC”) for each Named Executive Officer is at-risk and tied directly to Gilead’s performance with an appropriate balance between the short- and long-term, as shown below. Target TDC is comprised of annual base salary, target annual incentive, and target annual long-term equity incentives.

CHIEF EXECUTIVE OFFICER		OTHER NAMED EXECUTIVE OFFICERS (AVERAGE)(1)

Our programs are structured so that the target pay opportunity is not representative of actual realized pay unless we perform. For example, our performance share awards are directly impacted by our revenue achievement, relative TSR performance and stock price. When actual revenue and relative TSR performance is below target, the number of shares earned is also below the target number granted. This realizable value is then further impacted when the stock price declines below grant value. In addition, our restricted stock units decrease in value when our stock price declines, and our stock options have no value unless and until the stock price exceeds the grant date exercise price.

Named Executive Officers’ 2022 Annual Compensation

Base Salaries

Our Compensation and Talent Committee reviews and approves our Chief Executive Officer’s base salary, subject to ratification by the independent members of our Board of Directors. For 2022, the Compensation and Talent Committee approved, and our Board ratified, a 3% increase for Mr. O’Day.

Mr. O’Day presented his recommendations for base salary increases for our other Named Executive Officers (other than Ms. Telman, who commenced employment in July 2022) to our Compensation and Talent Committee. The recommendations for our other Named Executive Officers were based on individual achievements during 2021 and expectations for their roles moving forward, as well as competitive market positioning, with the approved increases aligning with increases given to salaried employees company-wide. Named Executive Officer’s 2022 base salary increases were effective as of March 1, 2022.

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The 2022 base salaries for our Named Executive Officers were as follows: