~~Table of Contents~~

~~Corporate Governance~~

●	~~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 andBack 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 “Corporate Governance.”

To identify related person transactions, each year we submit and 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 “Corporate Governance.Contents

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.”

Certain Relationships and Related Person Transactions

Indemnity Agreements

We enter 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

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 arms’-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.”

To assist us in identifying related person transactions, each year we require our directors and executive 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.

In 2021, there were no related person transactions or conflicts of interest. 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.

There were no related person transactions or conflicts of interest from January 1, 2023 through March 28, 2024 (the filing date of this Proxy Statement). 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.

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 establishes the corporate standards of behavior for all our employees, officers and directors and sets our expectations of contractors and agents. In 2021, our Board approved an updated Code of Ethics that 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 with 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 or assisting in investigations of possible violations.

Back to maintaining the highest standards of legal and ethical conduct. Our Code of Ethics now 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 “Corporate 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.

Contents~~Compensation of Non-Employee Board Members~~

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, FW Cook. The review includes a comparison of our 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 ten-company peer group used by Gilead for benchmarking executive compensation as detailed on page 59. Any recommended changes to our 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.

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, 2023, all members of our Board were in compliance.

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 2023 fiscal year:

2023 Director Compensation

The table below summarizes the compensation paid by us to non-employee Board members for the 2023 fiscal year:

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:

Based on this evaluation, our Audit Committee has determined that Ernst & Young LLP is independent and that it is in the best interests of Gilead and its stockholders to continue to retain Ernst & Young LLP to serve as our independent auditors for the 2024 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.

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, 2023 and 2022 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 our Audit Committee determines that such a change would be in the best interests of Gilead and our stockholders.

44Back to Contents

Table of Contents
Executive Compensation
Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of the components of our executive compensation program and the ~~2021~~2023 decisions of the Compensation and Talent Committee of our Board ~~of Directors~~ (our “Compensation and Talent Committee” or “Committee”) for our ~~2021~~2023 Named Executive Officers (or “NEOs”), who were:

DANIEL P.
O’DAY

ANDREW D.
DICKINSON

JOHANNA
MERCIER

MERDAD V. PARSEY,
M.D., PH.D.

DEBORAH H.
TELMAN

~~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

~~Brett A. Pletcher~~

Executive Vice
President,
Corporate Affairs and
General Counsel

~~2021~~

2023 Business Highlights

~~During 2021,~~2023 marked a strong year for Gilead ~~took meaningful strides in its transformative journey towards becoming a~~with consistent financial results across our base business ~~based on diverse, sustainable growth. We~~as we continued to ~~demonstrate~~make important advances to our ~~leadership in~~broad clinical pipeline. In virology, further advancing the exciting potential of our HIV portfolio while playing a key role in combating the COVID-19 pandemic with Veklury, our groundbreaking COVID-19 treatment. Our work in 2021 continued to expand beyond antivirals, as we increased our overall pipeline and amplified our commercial presence in oncology, obtaining several notable product approvals from the FDA. Despite continued uncertainty caused by the pandemic, we delivered strong financial performance, driven by continued growth of our oncology and cell therapy franchise and Veklury. Our achievements in 2021, as well as our positive clinical momentum, are reflective of a continued, focused effort on executing our corporate strategy and establishing a robust foundation for growth over the next decade.

~~Demonstrating Continued Strength and Innovation in HIV.~~ ~~To help end the HIV epidemic,~~ we are ~~pursuing strategies to treat, prevent and cure HIV infection. During 2021, we made substantial~~making tremendous progress on ~~all three fronts, advancing the frontier of~~our industry-leading HIV ~~therapy by offering a best-in-class HIV~~clinical development portfolio with ~~options that are shaped by~~ the ~~needs and preferences of~~potential to provide people living with orHIV and those who would benefit from pre-exposure prophylaxis (“PrEP”) with more options for their care. We have also made advances with lenacapavir, a potential best-in-class option for long-acting prevention and treatment. We have seen continued growth in oncology, and we achieved a major milestone with the approval of Trodelvy^® for adult patients with pretreated HR+/HER2- metastatic breast cancer (mBC). Trodelvy has now been approved for three indications, including two in difficult-to-treat breast cancers. As a result of our efforts, we believe we are on track to deliver at ~~risk~~least 10 transformative therapies by 2030. We entered 2024 in a strong position with multiple potential milestones across our HIV and oncology portfolios.

Advancing Innovation and Maintaining Leadership in HIV. In 2023, we had strong commercial execution and continued to make important advances with our leading HIV clinical development portfolio.

Sunlenca^® (lenacapavir) is the foundation for Gilead’s future HIV therapies. By the end of ~~acquiring~~2023, we had 10 ongoing programs with nine candidate partners for lenacapavir in HIV ~~infection.~~treatment and two Phase 3 studies in HIV prevention. We are targeting the launch of a prevention indication for lenacapavir as early as late 2025. Lenacapavir was approved in 2023 as Sunlenca in several countries as a new, twice-yearly HIV treatment option for a subset of adults living with HIV that is not adequately controlled by their current regimen.

Biktarvy^®, a once-a-day pill, remains the ~~leading~~number one prescribed regimen for people with HIV initiating treatment, ~~achieving 19%~~and number one in treatment switches across most major markets, including the U.S. Biktarvy sales were $12 billion in 2023, a 14% year-over-year increase, driven largely by demand. We had an impressive five years of consecutive growth ~~and adding an additional 5%~~ of ~~market share~~Biktarvy in the U.S.

Demand for our PrEP medication, Descovy^®, continued to increase in ~~2021. We expect Biktarvy, which has patent exclusivity until 2033, to continue to lead~~2023, with sales up by 6% year-over-year. Persistent disparities in prevention outcomes persist, however, and only approximately one-third of people who would benefit from PrEP are using an HIV prevention regimen in the ~~daily oral market~~U.S., and ~~drive growth. Biktarvy revenues grew $1.4~~globally less than 10% of the UNAIDS 2025 goal of 10 million individuals receive PrEP. There is a need to develop more options to provide new choices that may help improve adherence and better fit into the lives of people who would benefit from PrEP, possibly bringing more people into HIV prevention care and services.

2024 Proxy Statement

Back to Contents

Growing and Strengthening our Oncology Presence. In 2023, we saw strong commercial performance and clinical momentum. Revenues from our oncology programs were nearly $3 billion ~~to $8.6 billion~~in 2023, with the growing adoption of Trodelvy, Yescarta® and Tecartus®. Additionally, oncology accounted for ~~2021.~~11% of our full-year revenue.

~~The pandemic continued to impact HIV screening, diagnoses and office visits. In addition, 2021 marked~~

Trodelvy remains the ~~first full year reflecting the loss~~cornerstone of ~~exclusivity for Atripla and Truvada, leading to a 4% decline in annual revenue compared to 2020. We expect this to be a short-term dip, as Biktarvy fundamentals remain~~our solid tumor portfolio, and we ~~anticipate introducing long-acting oral~~are just beginning to see the true potential for patients. Trodelvy revenues were $1.1 billion in 2023, a 56% increase over 2022. Trodelvy has been on the market for three years as the only TROP-2-directed antibody-drug conjugate and ~~injectable HIV therapies in coming years.~~

~~There remains a large unmet medical need~~was previously approved for ~~preventing HIV transmission, or pre-exposure prophylaxis (PrEP), for people at risk~~the treatment of ~~acquiring HIV infection. The PrEP market has begun to recover~~second-line metastatic triple-negative breast cancer (mTNBC) and received accelerated approval from the ~~pandemic~~FDA for second-line metastatic urothelial cancer (mUC). In 2023, the FDA approved Trodelvy for its third indication, in adult patients with ~~prescriptions now exceeding 2019 levels. Our PrEP medication, Descovy continues to hold approximately 45% market share in~~pre-treated HR+/HER2- mBC, based on the ~~United States, creating~~Phase 3 TROPiCS-02 study, which demonstrated a ~~strong foundation for growth.~~statistically significant and clinically meaningful overall survival benefit.

We are ~~committed~~the global leader in cell therapy. In 2023, oncology revenues from our cell therapy products increased to ~~continually improving options for those living~~$1.9 billion, up 28% year-over-year, primarily driven by continued adoption of both Yescarta and Tecartus, notably outside of the U.S. As of the end of 2023, more than 17,000 patients have been treated with or affected by HIV by developing long-acting treatments and preventative measures with the potential for dosing every six months. These options could offer greater convenience, as well as the potential for stronger treatment adherence and privacy. One elementour cell therapies.

2023 marked a year of ~~our approach to both treatment and prevention involves our development stage compound, lenacapavir, which interferes with the viral replication cycle.~~


~~2022 Proxy Statement~~	45

~~Table of Contents~~

~~Executive Compensation~~

~~Expanding and Advancing Oncology Pipeline.~~ As we build our oncology capabilities, we are seeing substantial business results. Revenues from the Gilead and Kite oncology programs almost doubled from 2020 to $1.25 billion with additional growth expected. Thissignificant growth in our oncology ~~business was primarily driven by:~~

●

~~Trodelvy~~: Trodelvy is of growing importance in the treatment of second-line metastatic triple-negative breast cancer and second-line metastatic urothelial cancer. We believe it has potential across multiple indications as well as in earlier lines of therapy. We are evaluating Trodelvy in several solid tumor indications, and in combination with other therapies in first-line treatments. Overall, Trodelvy revenues were $380 million for 2021.

●

~~Cell Therapy~~. Revenues in cell therapy were up 43% in 2021, driven by continued demand for Yescarta in large B-cell lymphoma and follicular lymphoma as well as Tecartus in mantle cell lymphoma and adult acute lymphoblastic leukemia. These therapies are extending the lives of people who just a few years ago would have had few other options.

~~In addition, we exercised our options on four~~ ~~Arcus Biosciences, Inc. (“Arcus”)~~ ~~compounds in development. This allows us to more closely collaborate~~pipeline, with ~~Arcus to accelerate their development and optimize their potential to make a difference for patients.~~

To support our increasingly robust and diverse oncology portfolio, we made key investments across our R&D and commercial infrastructure. For example, from the end of 2019 to 2021, the number of employees dedicated to oncology has doubled. At the same time, Kite is expanding its manufacturing footprint to shorten global turnaround times and reduce manual processes without compromising Kite’s industry-leading 97% manufacturing reliability. The Amsterdam manufacturing facility came online in mid-2021 and we expect our Maryland facility to be online by mid-2022. Activation of the Maryland site is expected to increase manufacturing capacity by up to 50%approximately 60 active or planned trials by the end of ~~2022.~~

~~Increasing Access~~the year. Approximately 30% of these studies include Trodelvy. Last year, we had encouraging response rates in first-line advanced or metastatic non-small cell lung cancer (mNSCLC) from the EVOKE-02 study, further supporting our ongoing first-line Phase 3 EVOKE-03 study. We are exploring Trodelvy alone or in combination in a number of other Phase 3 trials. Collaborations are a key aspect to extending our pipeline and ~~Benefit~~building our capability, and we focus on collaborating with some of ~~Veklury.~~ ~~Veklury (remdesivir) continues to play a crucial role~~the most promising companies in the ~~fight against~~field. In 2023, we expanded on our global collaboration with Arcellx to co-develop and co-commercialize anitocabtagene autoleucel (anito-cel) for the ~~COVID-19 pandemic. In 2021, nine million patients around the world received Veklury and generic remdesivir, which brings the cumulative total number~~treatment of patients ~~served~~with relapsed or refractory multiple myeloma, which has been granted Fast Track and Orphan Drug designations by the FDA. With Arcus Biosciences, we are accelerating the development of multiple promising assets, including domvanalimab, the first Fc-silent anti-TIGIT antibody in pivotal trials. We also entered into a new research collaboration and license agreement with Epicrispr Biotechnologies (Epic Bio) to ~~more than 10 million, including seven million~~leverage licensed technology to modulate certain genes to potentially enhance CAR T-cell functionality. Additionally, a new collaboration with Tentarix Biotherapeutics and the acquisition of XinThera position us for further growth in ~~127 middle-~~clinical development for oncology and ~~low-income countries through Gilead’s voluntary licensing program. These licenses remain royalty-free. Veklury has activity against all identified SARS-CoV 2 variants~~inflammatory diseases. With institutions, we are committed to becoming a partner of ~~concern, including Omicron. Revenues hit $5.6 billion, representing 98% year-over-year-growth. Recognizing~~choice for clinical study sites in ways that can improve scientific partnerships in cancer. In 2023, we officially launched the ~~need for therapies remains urgent, we also donated more than 550,000 vials~~Gilead HOPE (Hematology Oncology Portfolio Engagement) Network in service of ~~Veklury in 2021, bringing total donations during the pandemic to approximately two million vials.~~this mission.

Achieving Financial Results that Position Us for Long-Term Shareholder Growth. In ~~2021, Gilead~~2023, we reported total product ~~sales~~revenue of ~~$27.0~~$26.9 billion, ~~which represented a year-over-year increase of 11%. Sales exceeded~~exceeding our initial guidance of ~~$23.7 - $25.1~~between $26 billion and $26.5 billion. ~~Through~~In addition, during 2023, we returned $4.8 billion to our shareholders through dividends and share repurchases, and we ~~returned over $4 billion to our shareholders and~~ repaid ~~$4.75~~$2.25 billion of ~~debt, surpassing our original plan to repay $4 billion.~~debt.

~~Our strong financial performance and the strength of our core business allowed us to deliver one- and three-year TSR of 30% and 9% respectively, as illustrated below.~~

~~TOTAL SHAREHOLDER RETURN~~

46Back to Contents

Table of Contents
Executive Compensation
Stockholder Engagement and 20212023 Say-on-Pay Vote on Named Executive Officer Compensation

At the ~~2021~~2023 annual meeting of stockholders (the “2023 Annual Meeting”), 92% of votes were cast in favor of the compensation of our ~~named executive officers increased from 83% to approximately 87%~~Named Executive Officers, which is consistent with the level of ~~votes cast.~~support 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.~~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.

~~During 2021,~~

In Fall 2023, we contacted stockholders representing approximately ~~57%~~55% of our outstanding ~~shares. Since~~shares to gain valuable insights on the issues that matter most to our ~~2021 Annual Meeting,~~stockholders.

Of those that we contacted, we met with stockholders representing approximately ~~45%~~41% of our outstanding ~~shares as well as, the two largest proxy advisory firms.~~ shares. Our Lead Independent Director met with stockholders representing approximately 30% of our outstanding shares.

During these meetings, we discussed key environmental, social and governance topics, including board ~~oversight, leadership structure~~composition and skillsets, human capital management and health equity initiatives. We also asked our stockholders for their perspectives and feedback on our executive compensation program, focusing in particular on the changes to our executive compensation program that we implemented in 2020. Our Lead Independent Director also met with stockholders representing approximately 35% of our outstanding shares.program.

Our stockholders expressed general satisfaction and did not raise any material concerns regarding our ~~pay programs.~~executive compensation program. After taking this feedback into account and in consideration of the consistent strong support received on our say-on-pay proposal, our Compensation and Talent Committee determined that no changes to our executive compensation programs were necessary in response to the voting results at ~~our 2021~~the 2023 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 ~~“Corporate Governance.~~“Governance.”

2024 Proxy Statement

~~2022 Proxy Statement~~Back to Contents

Table of Contents
Executive Compensation
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~~

● ~~Market Competitiveness~~

● Pay-for-Performance

Short- and Long-Term Balance

●

Cost-Effectiveness

Market Competitiveness

Stockholder Alignment

● ~~Cost-Effectiveness~~

● ~~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 ~~2021:~~2023:

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~~Chief Executive Officer

Clawback ~~policy covers~~policies that cover both cash and equity and ~~allows~~require clawback in the event of a financial restatement as well as allow for clawback ~~for misconduct that results~~ in the ~~restatement~~event 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 ~~unit (PSU) plan~~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

~~WHAT WE DO NOT DO~~

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

No defined benefit pension or supplemental executive retirement plan (SERP) benefits

No fixed term employment agreements

48Back to Contents

Table of Contents
Executive Compensation
Compensation Overview

Elements of Annual Compensation

Our Compensation and Talent Committee annually reviews our Named Executive Officers’ target total direct 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 our financial and strategic goals and long-term stockholder ~~returns.~~value.

A summary of our Named Executive Officers’ ~~annual~~ compensation awarded or earned during ~~2021~~2023 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 ~~2021~~ 2023 Compensation Summary ● Our Named Executive Officers received amodest base salary ~~increase~~increases ranging from 0%2.9% to 3%5.0% over 2022, consistent with increases given to salaried employees company-wide			~~Long-Term Incentive (“LTI”) Compensation~~ Payment Criteria ● 50% delivered in performance ~~share units with “performance shares”~~shares earned over three years based on relative ~~Total Shareholder Return (“TSR”)~~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 ~~2021~~ 2023 Compensation Summary ● ~~2019~~ 2021 performance shares ~~paid out~~were earned as follows: Relative TSR performance shares were earned at ~~90.92%~~200.00% of target based on 82.80th percentile TSR against the companies in the S&P Healthcare Sub-Index Absolute Revenue performance shares were earned at 178.79% 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 ~~2021~~ 2023 Compensation Summary ● Annual incentive earned at ~~139%~~154% of target for our Chief Executive Officer, based on corporate performance against pre-set rigorous metrics ● Annual incentive earned at ~~148%~~136% to ~~159%~~161% of target for other Named Executive Officers, based on corporate and individual performance

~~2022~~2024 Proxy Statement

Back to Contents

Table of Contents
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~~for several ~~years in the future.~~years.

Long-term equity incentives, awarded in the form of performance ~~share units,~~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)

Our programs are structured so that the target pay opportunity is not representative of actual realized pay unless we perform. For example, our ~~LTI program is~~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~~if 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’ 20212023 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. For 2023, the Compensation and Talent Committee approved, and our Board ~~of Directors.~~ratified, a 2.9% increase for Mr. O’Day.

~~Annual~~

Mr. O’Day presented his recommendations for base salary increases for our other Named Executive Officers ~~were recommended by Mr. O’Day~~to our Compensation and Talent Committee based on his assessment of individual achievements during 2022 and expectations for their roles moving forward, as well as competitive market positioning, with the approved ~~by the Committee~~increases aligning with those given to salaried employees company-wide. Named Executive Officer’s 2023 base salary increases were effective as of March 1, 2021. The Compensation and Talent Committee determined to maintain Mr. O’Day’s salary at its present level and to grant the other executives a 3% increase, which were inline with increases given to salaried employees company-wide.2023.

50Back to Contents

~~Table of Contents~~

~~Executive Compensation~~

The ~~2021~~2023 base salaries for our Named Executive Officers were as follows:

Named Executive Officer 2021 Base Salary % Base Salary Increase
Mr. O’Day $ 1,650,000 0.0 %
Mr. Dickinson $ 978,500 3.0 %
Ms. Mercier $ 1,055,750 3.0 %
Dr. Parsey $ 1,030,000 3.0 %
Mr. Pletcher $ 978,500 3.0 %

Named Executive Officer	2023 Base Salary (Annualized)		% Base Salary Increase
Mr. O’Day	$	1,750,000		2.9%
Mr. Dickinson	$	1,058,000		3.0%
Ms. Mercier	$	1,120,000		3.0%
Dr. Parsey	$	1,114,000		3.0%
Ms. Telman	$	945,000		5.0%

Annual Incentive

Our annual incentive plan is designed to reward performance that supports our corporate strategy and to drive desired leadership behaviors. The annual incentive plan aligns with our corporate strategy by focusing on short-term financial, pipeline, product and people metrics that serve as building blocks for our future product development and position us to deliver longer term value to stockholders.

~~In 2021,~~

As in prior years, our Chief Executive Officer’s annual incentive was tied solely to our corporate performance, with our Chief Executive Officer’s individual performance goals being the same as our corporate performance metrics. Our other Named Executive Officers’ annual incentive was based on the achievement of the same corporate performance metrics that applied to our Chief Executive Officer, as well as individual performance goals, with award amounts determined by the following formula:


Base Salary	x	Target Incentive	x	Corporate Performance Factor 0% – 150%	x	Individual Performance Factor 0% – 150%	=	Actual Incentive Award 0% – 200%

Both the Company Performance Factor and Individual Performance Factor can range from 0% to 150% achievement, with the maximum cash incentive payout capped at 200% of target. If the overall corporate performance factor for the year was less than 50%, no award would have been earned.

Target Annual Incentive Opportunities

Consistent with past years, the Compensation and Talent Committee set the ~~2021~~2023 target annual incentive opportunity at 150% of salary for our CEO and 100% of salary for our other Named Executive Officers. Actual earned amounts could range from 0% to 200% of the target opportunity, based on achievement of the relevant corporate and individual performance objectives.

Corporate Performance Metrics and Achievements for 20212023

Our Compensation and Talent Committee established performance metrics, weighted 50% financial and 50% strategic, under the annual incentive plan in February ~~2021~~2023 after careful consideration of key short-term financial, pipeline, product and people goals. ~~Many~~Each of our financial goals and many of our strategic goals are quantitative and tied to pre-established targets. The Committee then reviewed our performance against these metrics after the end of the year. Based on our performance, the Committee calculated a corporate performance factor between 0% and 150% achievement for each of the metrics, as shown below.

Net product revenue and non-GAAP operating income goals comprise 50% of the corporate performance factor because they drive our ability to invest in and advance our pipeline which in turn positions us to deliver ~~longer term~~longer-term value to stockholders. For purposes of the ~~2021~~2023 annual incentive plan, the Committee approved net product revenue and non-GAAP operating income performance goals that excluded Veklury ~~revenue. At~~revenue, as it did previously for the ~~same time,~~2021 and 2022 annual incentive plans. The 2023 approved net product revenue and non-GAAP operating income targets, excluding Veklury revenue, were above the 2022 actual net product revenue and non-GAAP operating income results. When setting the goals, the Committee ~~decided~~also determined to continue the 2022 process it put in place to separately assess Veklury ~~performance.~~

~~There were multiple factors underlying this decision. First,~~performance when determining incentive plan results by applying a 0.75x to 1.25x modifier to the corporate performance factor which the Committee determined remained appropriate to reflect the potential impact of Veklury ~~revenue is strongly tied to~~performance while maintaining focus on other parts of the business. This was done in light of the highly unpredictable nature of COVID-19 infection rates ~~which are highly unpredictable. Second,~~(and resulting Veklury revenues) and the ~~Committee wanted~~Committee’s desire to incentivize performance around our core businesses which ~~had been negatively impacted by pandemic-related disruptions and which~~ are vital to our ~~long-term~~longer-term performance. ~~Third,~~

2024 Proxy Statement

Back to Contents

After considering Gilead’s 2023 financial performance within our core businesses, the Committee ~~was aware that decreased infection rates would benefit our core business, while increased infection rates would draw management’s time, attention and efforts toward Veklury and wanted~~approved a 1.00x modifier to ensure plan participants were appropriately incentivized in either scenario. Excluding Veklury resulted in financial performance targets that were lower than financial targets and actual results for 2020, which included the ~~unexpected impact of Veklury.~~


~~2022 Proxy Statement~~	51

~~Table of Contents~~

~~Executive Compensation~~

~~In assessing 2021, the Committee considered several factors associated with Veklury performance, including:~~

●	~~achieving full year product revenue of $5.6 billion, which represented a 98% increase year-over-year, and contributed to increasing our overall net product revenue by 11% year-over-year,~~
●	~~meeting unpredictable supply demand during two major COVID-19 surges,~~
●	~~completing additional clinical studies directed at expanding the number of patients Veklury can benefit, which resulted in expanded approval for outpatient use,~~
●	~~treating nine million patients globally,~~
●	~~studying each new variant of concern to determine their effect on Veklury’s effectiveness, and~~
●	~~educating the medical community on appropriate use of Veklury.~~

Overall, 2021 Veklury financial performance more than offset the impact of the pandemic on our core business. In addition, we maintained healthy operating margins, resulting in cash flows that allowed us to pay down our debt faster than planned, invest in the development of our pipeline and enter into innovative partnerships and acquisitions. These accomplishments position Gilead for strong shareholder value creation in the future. After assessing these aspects of 2021 Veklury performance, the Committee increased the final corporate performance factor ~~by 15 percentage points.~~

for Veklury, resulting in no change to otherwise earned annual incentive payouts. Based on this ~~Veklury~~ assessment and the achievements described below, our Compensation and Talent Committee certified an overall corporate performance factor of ~~118%~~124% of target for our Named Executive Officers. ~~This corporate performance factor was lower than what would have been realized had Veklury revenue been included in our financial goals.~~ ~~Specifically, had the Compensation and Talent Committee included Veklury financial performance in our financial goals, our overall corporate performance factor would have been 139%~~.

~~FINANCIAL METRICS~~Financial Metrics

Metric       Weighting       Threshold       Target       Maximum       Actual       Performance
Factor       Resulting
Payout
Percentage
Net Product Revenue⁽¹⁾ 30 %      $ 20,815M $ 21,910M   $ 22,458M $ 21,443M 79% 24%
Non-GAAP Operating Income⁽²⁾ 20 % $ 8,707M $ 9,674M $ 9,916M $ 9,217M 75% 15%
Financial Results 39%

Metric

Weighting

Threshold

Target

Maximum

Performance
Factor

Resulting
Payout
Percentage

Net Product Revenue ⁽¹⁾

125%

38%

Non-GAAP Operating Income ⁽²⁾

96%

19%

Financial Results 57%

⁽¹⁾	~~This financial metric and actual net~~Net product revenue excludes all revenue received from Veklury sales. Actual net product revenue for 2023 including Veklury sales was ~~$27,008M.~~$26,934M.

⁽²⁾	This financial metric excludes Veklury sales, upfront payments related to collaboration agreements and ~~actual non-GAAP operating income excludes all gross profits received from Veklury sales. The actual achievement reflects further~~other adjustments for ~~other~~ items that are considered unusual or not representative of underlying trends of Gilead’s business. Actual non-GAAP operating income including Veklury ~~gross profits~~sales, upfront payments related to collaboration agreements and the aforementioned adjustments was ~~$12,548M.~~$10,484M.

Back to Contents

Strategic: Pipeline, Product and People Metrics

Metric	Overall Weighting	Actual	Performance Factor	Resulting Payout Percentage
Pipeline
Introduce eight (8) new molecular entities into the Development portfolio		Introduced a total of 10 new molecular entities (“NMEs”) into the Development portfolio as of year-end: 6 Internal NMEs 4 External NMEs	150%	15%
Achieve key pipeline milestones		Reinitiated Phase 2 trial for islatravir/lenacapavir (Virology) in Q1, ahead of schedule Achieved first patient first visit for ASCENT-07 (Oncology) in Q2, ahead of schedule Completed STAR-121 (Oncology) enrollment in the safety run-cohort in Q2, ahead of schedule iMMagine-2 goal delayed due to clinical hold	123%	18%
Product
Achieve commercialization milestones Achieve Biktarvy U.S. absolute share growth of 2.6% Achieve Trodelvy U.S. number of mBC vials of 300,000 Achieve Veklury U.S. hospitalized exit share of 53% Achieve Yescarta and Tecartus patient delivery of 6,300		Achieved Biktarvy U.S. absolute share growth of 2.79%, exceeding the target Achieved 321,650 Trodelvy U.S. mBC vials (inclusive of TNBC and HR+), exceeding the maximum target Achieved Veklury U.S. hospitalized exit share of 65%, exceeding the maximum target Achieved Yescarta and Tecartus total patient delivery with 6,481 patients delivered, an increase of 39.6% from 2022	143%	21%
People
Increase employee engagement and advance inclusion & diversity		Conducted a global employee survey which showed a 3% increase in overall employee engagement compared to our prior global employee survey in 2021 Progressed our workforce inclusion and diversity across a variety of initiatives, the impact of which resulted in the all-employee survey showing equal opportunity perceptions improved for diverse employees Advanced supplier inclusion efforts contributing to company spend initiatives	125%	13%
		Pipeline, Product and People Results 67%
		Overall Corporate Performance Factor 124%

2024 Proxy Statement

Back to Contents

Individual Performance


52

~~Table of Contents~~

~~Executive Compensation~~

~~PIPELINE, PRODUCT AND PEOPLE METRICS~~

      Metric       Weighting       Actual       Performance
Factor       Resulting
Payout
Percentage
Introduce eight (8) new molecular entities into the Development portfolio 10%
●  Introduced a total of 18 new molecular entities (NMEs) into the Development portfolio as of year-end, exceeding the maximum of 12
●  10 Internal NMEs
●  6 External post-IND
●  2 External pre-IND
150% 15%
Build out differentiated and competitive oncology portfolio 15%
●  Submitted Trodelvy MAA in March 2021, ahead of schedule
●  Enrolled 357 patients in Magrilomab ENHANCE as of year-end, exceeding target of 219 patients
●  Yescarta U.S. sBLA submission completed in Q3, ahead of schedule
●  Trodelvy TROPICS-02 readout reprioritized to early 2022
115% 17%
Achieve commercialization milestones
●  Achieve Biktarvy U.S. exit share of 40.3%
●  Achieve Trodelvy 3L+ U.S. patient share of 28%
●  Achieve Trodelvy 2L+ U.S. patient share of 24%
●  Achieve Yescarta & Tecartus patient delivery of 2,463
10%
●  Achieved our highest ever Biktarvy exit share in the U.S. of 42%
●  Achieved Trodelvy patient share 3L+ in the U.S. of 30%
●  Achieved Trodelvy patient share 2L+ of 26% in the U.S⁽¹⁾
●  Exceeded Yescarta & Tecartus patient delivery goal with 2,755
133% 13%
Achieve peak share hospital utilization targets for Veklury of 65% 5% ●  Achieved 66.3% peak share hospital utilization in U.S. 113% 6%
Increase Employee Engagement & Advance Inclusion & Diversity 10%
●  Conducted an all employee survey which showed that 77% of employees recommended Gilead/Kite as a great place to work, up 4% since the 2018 employee survey
●  Exceeded one-year representation goals by maintaining more than 50% female global representation, increased black representation to 7.1% of overall U.S. headcount but slightly missed the Hispanic/Latino representation target by ending the year at 11.6% of overall U.S. headcount
●  Increased diversity supplier and black owned supplier spend by 116% and 7% respectively over target
130% 13%
Pipeline, Product and People Results 64%
Veklury Performance Assessment ’
●  Increased our overall net product revenue by 11% year-over-year, driven by Veklury financial performance
●  Successfully met unplanned Veklury supply demands created by longer than expected duration of the pandemic
●  Completed additional clinical studies, resulting in the approval of Veklury for use in the outpatient setting
●  Treated 9 million patients globally
●  Assessed effectiveness of Veklury on two new variants
●  Educated the medical community on appropriate use of Veklury
15%
Overall Corporate Performance Factor 118%

⁽¹⁾

At the time that this performance goal was set, Trodelvy was approved for the treatment of adult patients with metastatic triple-negative breast cancer (“mTNBC”) who had received at least two prior therapies for metastatic disease (3L+). In April 2021, the FDA approved use of Trodelvy for treatment of mTNBC among a broader patient group (2L+) and accordingly the Committee adjusted this market share performance goal for the last three quarters of the year as set forth above to reflect the expanded group of potential patients.


~~2022 Proxy Statement~~	53

~~Table of Contents~~

~~Executive Compensation~~

~~Individual Performance~~

Other than with respect to our Chief Executive Officer,whose annual incentive opportunity was based entirely on corporate performance, our Compensation and Talent Committee also considered the individual contributions of our Named Executive Officers to the achievement of key research and development, commercial, financial and operational objectives that supported our corporate ~~goals, with a focus~~goals. The Committee focused on both the results against the individual performance objectives and the officer’s demonstration of our Core Values – Accountability, Excellence, Inclusion, Integrity and Teamwork – and our Leadership Commitments, as described in the box to the ~~right.~~left. Individual performance objectives were determined andcommunicated to executives at the beginning of the year. The individual performance factors could range from 0% to 150% and reflect the extent to which each Named Executive Officer’s personal contributions were determined to benefit our overall corporate performance, to exceed or fall short of the officer’s individual objectives for the year and to model our Core Values and Leadership Commitments.
			I AM BOLD in aspiration and AGILE in execution. I CARE and make time for people. I LISTEN, speak openly and explain the “why.” I TRUST others and myself to make sound decisions. I OWN the impact of my words and actions.

Individual performance objectives were determined and communicated to executives at the beginning of the year. The individual performance factors could range from 0% to 150% and reflect the extent to which each Named Executive Officer’s personal contributions were determined to benefit our overall corporate performance, to exceed or fall short of the officer’s individual objectives for the year and took into account the executives demonstration and role in modeling our Leadership Commitments.

The table below summarizes select achievements for each Named Executive Officer, other than our Chief Executive Officer.

Executive Officer	Select ~~2021~~2023 Achievements
Mr. Dickinson Chief Financial Officer	●	~~Under~~ Mr. Dickinson has reinforced a culture of financial discipline and long-term efficiencies. In 2023, under his leadership, Gilead generated $8 billion in operating cash flow, returned $4.8 billion to our shareholders through dividends and share repurchases, repaid $2.25 billion of debt and issued $2 billion of debt through a bond offering. In 2023, with Mr. Dickinson’s guidance, Gilead’s Corporate Development team executed over 15 transactions to continue building our R&D portfolio, including the acquisition of XinThera, strategic collaborations with Assembly, Compugen, Tentarix, EVOQ, Epic Bio and AbTherx, and key amendments with Arcellx, Arcus and Daiichi Sankyo. Through Mr. Dickinson’s leadership, ~~we executed 18 strategic partnerships and acquisitions including the Arcus opt-ins, clinical collaborations with Merck & Co., Inc in oncology and HIV, and closing of the MYR acquisition.~~
	●	In 2021, Mr. Dickinson continued to effectively lead the organization through the uncertainty created by the COVID-19 pandemic which included engaging with our investors through significant, unpredictable changes to our financial guidance as well as supporting the transition of our U.S. employees back to campus safely and efficiently.
	●	~~Mr. Dickinson drove~~Corporate Operations delivered multiple transformational initiatives, ~~across the CFO organization~~including a Virology Center of Excellence in Foster City, California and new facilities in Parsippany, New Jersey; Oxford, United Kingdom; and Melbourne, Australia, resulting in Gilead being recognized as an industry leader in sustainability.

Back to ~~drive long-term efficiencies~~Contents

Executive Officer	Select 2023 Achievements
Ms. Mercier Chief Commerical Officer	In 2023, Ms. Mercier was instrumental in promoting access, affordability and ~~cost savings for the organization. This included the establishment~~sustainability of our ~~business services center~~Oncology, HIV and HCV medicines through patient access programs, community partnerships and commercial excellence. In 2023, Gilead launched a 4-year public-private partnership supporting the elimination of viral hepatitis in ~~Raleigh, North Carolina, maturation~~Vietnam and the Philippines with the Partnership for Health Advancement in Vietnam (HAIVN), Brigham and Women’s Hospital, Harvard Medical School and Beth Israel Deaconess Medical Center. Ms. Mercier’s focus in 2023 was to strengthen Biktarvy leadership as the standard of care worldwide, which resulted in ~3% market share growth in the ~~procurement function~~U.S. and ~~significant progress~~~2% in ~~a multi-year SAP implementation.~~
~~Ms. Mercier~~	●	the EU. In ~~2021,~~addition, Ms. Mercier focused on successfully ~~integrated two acquired organizations~~launching Trodelvy for HR+/HER2- mBC in the U.S. and ~~two new, first-in-class,~~EU while solidifying Trodelvy’s role as a treatment ~~options to patients living with hepatitis D virus and mTNBC~~of choice in ~~Europe and the United States.~~
	●	second-line mTNBC. Under Ms. Mercier’s leadership, ~~Veklury~~strong execution across the Oncology portfolio has ~~been made available~~resulted in ~~over 60 countries with remdesivir supplied~~an annual run-rate that as of the end of 2023 reached nearly $3 billion, inclusive of cell therapy. Ms. Mercier led a large-scale initiative to ~~other countries in~~transform the ~~world by licensed generic partners. More than 10 million patients worldwide have been treated with Veklury or remdesivir.~~customer experience, which will contribute to higher quality customer interactions through omnichannel engagement, deeper insights and AI-enabled personalization.
	●	Ms. Mercier oversaw the restructuring of the commercial organization and optimization across global commercial, U.S. and European operations, to maximize investments in growth drivers across the portfolio. In addition, Ms. Mercier built out our oncology franchise, which included attracting talent into critical roles across the globe and developing key capabilities for sustained growth.
Dr. Parsey Chief Medical Officer	●	Under Dr. Parsey’s leadership, ~~Gilead~~Gilead’s clinical portfolio continued to expand significantly in Oncology and HIV, which ~~included the addition of the TIGIT~~is expected to result in multiple Phase 3 data readouts in 2024 for mNSCLC, mUC, mTNBC, HIV prevention and adenosine programs as part of our collaboration with Arcus. As of December 31, 2021, we had over 30 internal, ongoing clinical-stage programs for hematological malignancies and solid tumors. In addition, our Inflammation portfolio continued to evolve, and our Virology portfolio continued to progress with meaningful gains for lenacapavir.
	●	COVID-19. Dr. Parsey was instrumental in ~~continuing to expand the portfolio, including~~ moving 1810 programs from Gilead Research or external ~~opportunities~~partners into ~~Development. He~~the Development portfolio as well as overseeing maturation in Inflammation. As of the end of 2023, 51 clinical stage programs were underway under Dr. Parsey’s Leadership. Dr. Parsey managed the Medical Affairs organization that helped launch Trodelvy and provide medical information across our therapeutic areas to practicing caregivers around the world for all of Gilead’s therapies, including Biktarvy, Trodelvy and Veklury.
Ms. Telman Executive Vice President, Corporate Affairs and General Counsel	Under Ms. Telman’s leadership, Gilead has implemented strategies to effectively resolve key litigation matters, including securing victories in two disputes concerning Gilead’s HIV medicines. Ms. Telman oversaw Gilead’s litigation strategy that resulted in a complete defense verdict in a $3.6 billion antitrust class action case. She also led efforts to achieve a complete defense verdict in a patent infringement lawsuit against the U.S. government and favorable decisions in the related contract disputes. Ms. Telman drove the transformation of the Gilead Legal, Office of Ethics and Compliance and Government Affairs organizations to enable the company to be more agile and responsive to the evolving regulatory environment. She also oversaw the ~~establishment~~Legal organization’s Mansfield Certification Plus achievement for progress in increasing inclusivity in leadership. Ms. Telman led the development and advancement of ~~enhanced governance model~~Gilead’s ESG strategic priorities to ~~allow,~~enable Gilead to continue delivering shareholder value in a sustainable manner and advancing health equity. With Ms. Telman’s guidance, Gilead was recognized externally for its ESG achievements in 2023, including being named to ~~expand high-value programs and focus on getting innovative therapies to patients as quickly as possible.~~
~~Mr. Pletcher~~	●	Under Mr. Pletcher’s leadership, our public affairs, government affairs, legal and compliance functions delivered on key initiatives, including favorable outcomes related to government investigations and civil litigation, public recognition of the company’s corporate social responsibility and ESG program, further strengthening of the company’s compliance program and launching an aggressive program to disrupt counterfeiting and diversion of the company’s medications.
	●	~~Mr. Pletcher oversaw the company’s successful effort to overturn a $1.25 billion trial judgment against the company in an intellectual property dispute between Kite and Juno Therapeutics, Inc.~~Dow Jones Sustainability World Index.


54

Table of Contents
Executive Compensation
Annual Incentive Decisions

The Committee approved final annual incentive awards based on our corporate performance and individual performance for our Named Executive Officers other than our Chief Executive Officer. Based on our corporate performance, the Committee recommended, and the independent members of our Board ratified, the incentive award for our Chief Executive Officer. As a result, the following payments were approved for ~~2021:~~2023:

Named Executive Officer       Base
Salary       Target Incentive
Opportunity
(as % of Salary)       Target
Incentive
Opportunity       Corporate
Performance
Factor       Individual
Performance
Factor       Total
Award
Value
Mr. O’Day $ 1,650,000 150% $ 2,475,000 118%          118% ⁽¹⁾ $ 3,446,190
Mr. Dickinson $ 978,500 100% $ 978,500 118% 135% $ 1,558,751
Ms. Mercier $ 1,055,750 100% $ 1,055,750 118% 125% $ 1,557,231
Dr. Parsey $ 1,030,000 100% $ 1,030,000 118% 135% $ 1,640,790
Mr. Pletcher $ 978,500 100% $ 978,500 118% 125% $ 1,443,288

Named Executive Officer		Base Salary	Target Incentive Opportunity (as % of Salary)		Target Incentive Opportunity	Corporate Performance Factor	Individual Performance Factor			Total Award Value
Mr. O’Day	$	1,750,000	150%	$	2,625,000	124%	124%	⁽¹⁾	$	4,036,200
Mr. Dickinson	$	1,058,000	100%	$	1,058,000	124%	120%		$	1,574,304
Ms. Mercier	$	1,120,000	100%	$	1,120,000	124%	130%		$	1,805,440
Dr. Parsey	$	1,114,000	100%	$	1,114,000	124%	120%		$	1,657,632
Ms. Telman	$	945,000	100%	$	945,000	124%	110%		$	1,288,980

⁽¹⁾	CEO performance is tied 100% to corporate performance. For purposes of calculating the CEO award, the individual performance factor is set equal to the corporate performance ~~factor is also the individual performance~~ factor.

2024 Proxy Statement

Back to Contents

Long-Term Equity Compensation

Our long-term equity compensation program is designed to link our Named Executive Officers’ pay with the long-term interests of our stockholders, help competitively position target compensation opportunities for our executives and provide meaningful retentive value. Consistent with ~~last year,~~its practice for a number of years, our Compensation and Talent Committee granted performance shares, stock options and restricted stock units, with performance shares emphasized, as shown below:

~~2021~~

2023 Annual Long-Term Equity Decisions

Our Compensation and Talent Committee approved equity awards in the amounts set forth below, ~~that~~which reflect approved grant-date values and not actual delivered or realized compensation. When setting target long-term equity award values, our Compensation and Talent Committee evaluated each Named Executive Officer’s performance during the prior year, his or her expected future contributions and ~~our performance~~his or her market position compared to the competitive market.

The following table sets forth the value of the equity awards approved by our Compensation and Talent Committee and, for our Chief Executive Officer, ratified by the independent members of our ~~Board of Directors.~~

Total Equity Award Value Approved
by the Compensation and
Talent Committee
Named Executive 2021
Mr. O’Day $ 13,500,000
Mr. Dickinson $ 4,200,000
Ms. Mercier $ 4,050,000
Dr. Parsey $ 4,250,000
Mr. Pletcher $ 3,200,000


~~2022 Proxy Statement~~	55

~~Table of Contents~~Board.

~~Executive Compensation~~

	Total Target Equity Award Value Approved by the Compensation and Talent Committee
Named Executive	2023
Mr. O’Day	$	15,000,000
Mr. Dickinson	$	5,200,000
Ms. Mercier	$	5,200,000
Dr. Parsey	$	5,300,000
Ms. Telman	$	3,250,000

~~2021~~

2023 Performance Share Awards

Consistent with prior years, the performance share awards granted by our Compensation and Talent Committee in ~~2021~~2023 were divided into two equally weighted tranches: one subject to three-year relative TSR performance conditions and one subject to three annual revenue-based performance goals. Our Compensation and Talent Committee ~~selected~~continues to use relative TSR and revenue as our performance measures in order to drive the key behaviors that the Committee wants to reinforce and align pay with stockholder returns. Our Compensation and Talent Committee conducts a thorough review of the performance measures and associated payout levels, the rigor of the performance goals and their alignment with performance.

Back to Contents

Relative TSR ~~Portion~~Portion.. The performance-based vesting requirement for the relative TSR performance shares is tied to our TSR for the ~~three-year~~ performance period from March 1, ~~2021~~2023 through December 31, ~~2023,~~2025, relative to the companies comprising the S&P Healthcare Sub-Index. The S&P Healthcare Sub-Index was selected for comparison because it enables our Compensation and Talent Committee to assess our performance against an objective peer group of industry relevant competitors. The Committee evaluated relative TSR performance against the same comparator group in prior years.

TSR Percentile vs. Comparator Group		% of Target Paid
81^stor above	200%
50^th	100%		~~200%~~
50^th			~~100%~~
20^thor below	0%			0%

If our absolute TSR is negative, the vesting opportunity is capped at 100% of target, regardless of our relative performance. To receive the earned shares, an executive officer must generally remain employed with us through the date following the end of the performance period when our Compensation and Talent Committee certifies performance achievement.

Absolute Revenue ~~Portion~~Portion.. In the first quarter of 2023, the Compensation and Talent Committee established the 2023 annual net product revenue goal with the payout level ranging from 0% to 200% of the target. One-third of the revenue-based performance shares granted in ~~2021~~2023 is tied to achievement of our ~~2021~~2023 net product revenue goal, one-third is tied to a ~~2022~~2024 net product revenue goal and one-third is tied to a ~~2023~~2025 net product revenue goal. ~~Each year’s net product~~Final revenue ~~goal is established by our Compensation and Talent Committee~~achievement for the shares granted in 2023 will be determined at the ~~first quarter of that year, and the payout level can range from 0% to 200%~~end of the ~~target allocated to~~performance period, based on the cumulative achievement of each ~~year’s~~annual revenue goal.

Revenue is a key objective used in both our short- and long-term incentive plans due to our historically high margin commercialized products and the strategic importance of investments within research and development. Revenue supports investment in research and development which is necessary for long-term growth. The uncertainty of many external factors that influence our business and industry, such as unanticipated pricing pressures, product-approval timing and volatility in the foreign currency exchange rates, make it difficult to forecast net product revenue beyond a one-year period. As a result, our Compensation and Talent Committee has determined that the current design appropriately measures performance over the long-term, as it provides line of sight for our executive officers while making the final value of awards earned contingent on ~~absolute~~net product revenue performance over a three-year ~~period.~~


56

~~Table of Contents~~period as well as our absolute three-year TSR performance.

~~Executive Compensation~~

In ~~January 2021,~~February 2023, our Compensation and Talent Committee established the net product revenue performance goal for ~~2021~~2023 of ~~$24.4~~$26.5 billion (at target), which included Veklury revenue. The same ~~2021~~2023 net product revenue performance goal also applies to one-third of the revenue-based performance shares granted in ~~2020~~2022 and ~~2019.~~2021. In contrast to the separate revenue ~~goals~~assessments established under the annual incentive plan, the Compensation and Talent Committee ~~did not exclude~~included revenue from Veklury in setting the performance share ~~2021~~program revenue ~~target.~~target resulting in a higher revenue target than the 2023 revenue target under our annual incentive plan. The ~~committee~~Committee made the decision to differentiate its evaluation of the revenue measures under ~~both incentives~~the annual and long-term incentive programs given the unusual circumstances of the ~~pandemic; the~~pandemic. The short-term incentive was intended to focus executives on the drivers of core business, with a separate ~~factor~~modifier to incentivize and reward Veklury performance, while the long-term incentive is ~~intended~~designed to incentivize holistic long-term performance achievement, including the ~~company’s rapid~~importance of revenue in supporting research and ~~robust response~~development, as discussed above.

The 2023 net product revenue goal aligned with our forecast for the 2023 fiscal year. While total product revenue excluding Veklury was forecasted to grow year-over-year, the 2023 net product revenue goal represented a slight decrease from the 2022 actuals due to the ~~pandemic. Additionally, including~~anticipated decrease in Veklury ~~revenues~~revenue due to the likely decrease in ~~long-term incentive targets avoids the need to modify 2021 performance results for in-flight equity awards based on a separate assessment~~frequency and severity of ~~Veklury performance.~~COVID-19 surges.

For purposes of determining the achievement level, any product revenue realized during the fiscal year by any entity that we acquired during that year and the effect of any accounting change is excluded. The ~~2021~~2023 performance share awards will not become vested until the final performance results are certified in early ~~2024.~~2026. To receive the earned shares, an executive officer must generally remain employed with us through the date when our Compensation and Talent Committee certifies performance achievement.

      Annual Revenue Goal⁽¹⁾
Year of Grant 2019       2020       2021       2022 2023
2019 Performance Share Award
Absolute Revenue Tranche $21.8B Target $22.1B Target $24.4B Target
2020 Performance Share Award
Absolute Revenue Tranche $22.1B Target $24.4B Target TBD
2021 Performance Share Award
Absolute Revenue Tranche $24.4B Target TBD TBD

	Annual Revenue Goal⁽¹⁾
Year of Grant	2021	2022	2023	2024	2025
2021 Performance Share Award
Absolute Revenue Tranche	$24.4B Target	$24.2B Target	$26.5B Target
2022 Performance Share Award
Absolute Revenue Tranche		$24.2B Target	$26.5B Target	TBD
2023 Performance Share Award
Absolute Revenue Tranche			$26.5B Target	TBD	TBD

⁽¹⁾	Threshold and maximum performance levels for each tranche are disclosed in the table below.

~~2021~~

2024 Proxy Statement

Back to Contents

2023 Stock Options

Our Compensation and Talent Committee believes that stock options provide an appropriate incentive for our executives because they will realize value only if our stock price appreciates from the date of grant, which benefits all stockholders. Stock options granted to our Named Executive Officers have a 10-year contractual term and vest over a four-year service period. One-quarter of these options ~~vests~~vest one year from the grant date and the remaining options vest in equal quarterly installments thereafter (assuming the continued service of the executive ~~officer over the next three years)~~officer).

~~2021~~

2023 Restricted Stock Units

Our Compensation and Talent Committee believes that restricted stock units promote long-term retention and alignment with ~~shareholders.~~stockholders. Restricted stock units granted to our Named Executive Officers vest over a four-year service period. One-quarter of these awards vest one year from the grant date and the remaining shares vest in equal quarterly installments thereafter (assuming the continued service of the executive ~~officer over the next three years)~~officer).

~~2019~~

2021 Performance Share Awards Earned

As with the performance ~~awards~~shares granted in ~~2021,~~2023, awards approved for our ~~then serving~~then-serving Named Executive Officers in ~~2019~~2021 were subject to aan approximate three-year performance period and continued employment through certification of performance achievement:

●

The vesting requirement for the first tranche was tied to our relative TSR for the performance period from ~~February~~March 1, ~~2019~~2021 through December 31, ~~2021,~~2023, compared to the TSR of the companies comprising the S&P Healthcare Sub-Index over such period; and

●

The vesting requirement for the second tranche was based on net product revenue goals established for each of ~~2019, 2020~~2021, 2022 and ~~2021~~2023 (one-third each year).


~~2022 Proxy Statement~~	57

~~Table of Contents~~

~~Executive Compensation~~

In January ~~2022,~~2024, our Compensation and Talent Committee certified final performance achievements for the ~~2019~~2021 performance share awards. Our three-year relative TSR was at the ~~22.5~~82.80th percentile, resulting in a payout of ~~6.25%~~200.00% of target for the TSR-based awards. Our net product revenue exceeded the target revenue goal in ~~2019,~~ 2020, 2021 and ~~2021,~~2022, resulting in a payout of ~~175.59%~~178.79% of target for the revenue-based awards. Based on our TSR and three-year revenue achievements, the 2019 performance awards paid out at 90.92% of target. This was the fifth consecutive year that our performance share awards paid out below target.

Performance Share Awards	Weighting	Threshold	Target	Maximum	Percentage Earned
Relative TSR Tranche					200.00%
Net Product Revenue Tranche: 2021 Net Product Revenue					200.00%
2022 Net Product Revenue⁽¹⁾					200.00%
2023 Net Product Revenue⁽¹⁾					136.36%

⁽¹⁾	Also included as a sub-tranche of the ~~2019~~2022 and 2023 performance share awards.
⁽²⁾	~~Also included as a sub-tranche of the 2019 and 2020 performance share awards.~~

~~2019 PERFORMANCE SHARE AWARD~~

Named Executive Officer Total Target
Grant
Value⁽¹⁾ Actual
Value
Delivered⁽²⁾ Target
Number of
TSR Shares Earned
TSR Shares Target
Number of
Revenue
Shares Earned
Revenue
Shares
Mr. O’Day $ 6,064,466 $ 5,566,998 45,850 2,866 45,450 79,804
Mr. Dickinson $ 997,181 $ 859,595 6,260 391 7,270 12,765
Mr. Pletcher $ 1,495,318 $ 1,289,965 9,380 586 10,910 19,156

⁽¹⁾58	~~Target performance share value is based on grant-date fair value of the 2019 performance shares at 100% target level attainment.~~
⁽²⁾	Actual performance share award value is based on 6.25% payout for the relative TSR tranche and 175.59% for the absolute revenue tranches, valued at the $67.34 share price as of the release date of January 26, 2022.

Back to Contents

2021 Performance Share Awards

Named Executive Officer	Target Number of TSR Shares	Earned TSR Shares	Target Number of Revenue Shares	Earned Revenue Shares
Mr. O’Day	42,730	85,460	52,810	94,417
Mr. Dickinson	13,290	26,580	16,430	29,375
Ms. Mercier	12,820	25,640	15,845	28,329
Dr. Parsey	13,450	26,900	16,625	29,724

Other Executive Compensation Policies and Practices

Role of Chief Executive Officer

Our Chief Executive Officer makes recommendations to our Compensation and Talent Committee with respect to the compensation for our Named Executive Officers other than himself. In formulating his recommendations, our Chief Executive Officer reviews internal base salary data and external compensation data provided by our Human Resources Department. The Human Resources Department has engaged Compensia Inc. (“Compensia”), a national compensation consulting firm, to provide comparable market data, including tally sheets, financial performance reports, market compensation reviews and other analyses to aid our Chief Executive Officer in developing his recommendations. During ~~2021,~~2023, Compensia served solely as a consultant to management in the compensation decision-making process. When setting ~~2021~~2023 compensation levels, our Compensation and Talent Committee placed considerable weight on our Chief Executive Officer’s compensation recommendations because of his direct knowledge of each Named Executive Officer’s performance and contributions.

Table of Contents
Executive Compensation
Role of Compensation Consultant

Our Compensation and Talent Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”), a national compensation consulting firm, as its independent compensation consultant. FW Cook reports directly to our Compensation and Talent Committee, which has the direct authority to appoint, compensate, oversee the work of and dismiss its compensation consultant. FW Cook attends meetings of our Compensation and Talent Committee, as requested. FW Cook provides various executive compensation services to our Compensation and Talent Committee, including advising our Compensation and Talent Committee on the principal aspects of our Chief Executive Officer’s compensation and evolving industry practices, and providing market information and analyses regarding the competitiveness of our program design for both our executive officers and the non-employee members of our Board. During ~~2021,~~2023, FW Cook served solely as a consultant to our Compensation and Talent Committee and did not provide any other services to Gilead.

Our Compensation and Talent Committee has determined that FW Cook is independent, and the work of FW Cook on behalf of our Compensation and Talent Committee did not raise any conflict of interest based on the six factors for assessing independence and identifying potential conflicts of interest as set forth in Exchange Act Rule 10C-1(b)(4), the listing standards of Nasdaq and such other factors as were deemed relevant under the circumstances.

Use of Market Data

Individual compensation levels and opportunities for our Named Executive Officers are compared to a peer group of biopharmaceutical and pharmaceutical companies headquartered in the ~~United States~~U.S. that are most similar to us in terms of business strategy, labor market competition, market capitalization, revenue and number of employees. Our compensation peer group for ~~2021,~~2023, which was identified based on these objective selection criteria and remained unchanged from the peer group for 2022, comprised these 1110 companies:

				Compensation Peer Group
	~~Compensation Peer Group~~
	AbbVie Inc.	~~Biogen Inc.~~	~~Johnson & Johnson~~	~~Regeneron~~
	~~Allergan plc~~	Bristol Myers Squibb Company	Merck & Co., Inc.	Vertex Pharmaceuticals Incorporated
Amgen Inc.	Eli Lilly and Company	Pfizer Inc.
Biogen Inc.	~~Amgen~~Johnson & Johnson	Regeneron Pharmaceuticals, Inc.	~~Eli Lilly and Company~~	~~Pfizer Inc.~~

2024 Proxy Statement

Back to Contents

The following chart represents our position relative to our peer group on ~~three~~two key selection criteria at the time the ~~2021~~2023 compensation peer group was approved in July ~~2020~~2022 (based on publicly available information as of June ~~2020)~~2022).

Revenue in
$ Millions
(as of June 15,
2020) Market
Capitalization
in $ Millions
(as of June 15,
2020)
Peer Group Median $ 27,486 $ 137,928
Gilead Sciences, Inc. $ 22,716 $ 95,293

	Revenue⁽¹⁾	Market Capitalization⁽²⁾
	in $ Millions	in $ Millions
Peer Group Median	$ 38,141	$	194,568
Gilead Sciences, Inc.	$ 27,472	$	78,532

⁽¹⁾	Revenues represent amounts reported during the four most recent quarters (from April 1, 2021 to March 31, 2022).
⁽²⁾	Market capitalization represents a 30-day average capitalization as of June 1, 2022.

Our compensation peer group includes industry competitors we believe are most like us in terms of business complexity and product life cycle. We also include companies that fall within specified revenue and market capitalization ranges. These ranges are broad enough to ensure we can maintain a sufficient number of peer companies. This is especially important as our industry experiences a number of mergers and acquisitions each year, thereby reducing the number of relevant peer company choices. Our Compensation and Talent Committee reviews the companies in our compensation peer group annually and makes adjustments as necessary so that the comparator companies properly reflect the market in which we compete for executive talent. We also review the executive pay practices of similarly situated companies as reported in industry surveys and reports. In practice, our Compensation and Talent Committee has not targeted a specific percentile relative to our compensation peer group for individual components of our total compensation. Instead, we take a holistic perspective in establishing total compensation for our executive officers, considering internal pay equity that recognizes officers’ relative experience, responsibilities and individual capabilities in addition to external market compensation practices.

Use of Tally Sheets

Our Compensation and Talent Committee annually reviews tally sheets in its evaluation of the total compensation provided to each Named Executive Officer. These tally sheets estimate dollar amounts for each compensation component, including current cash

~~2022 Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

compensation (base salary and annual incentive), outstanding vested and unvested equity awards, employee benefits, perquisites and other personal benefits and potential severance payments and benefits.

Nonqualified Deferred Compensation

Eligible employees (including our executive officers) can enroll in our Deferred Compensation Plan and defer a portion of their base salaries and part or all their annual incentives and commissions. Gilead generally does not provide any matching contributions to the Deferred Compensation ~~Plan; however,~~Plan. However, to compensate for pension benefits Mr. O’Day forfeited with his previous employer when he joined Gilead, we agreed as part of the negotiations over his offer letter to credit a $750,000 employer contribution to Mr. O’Day’s individual deferred compensation account for each of the first five years of his ~~service.~~service, including in 2023. The last such contribution was credited to his account in March 2024. Each participant may direct the investment of his or her deferred compensation account balance into investment choices that mirror substantially all the investment funds available under ~~the Gilead’s~~our 401(k) savings plan. None of these investment alternatives result in “above-market” interest for disclosure purposes. For further information on the deferred compensation arrangements of our Named Executive Officers, see the ~~2021~~2023 Nonqualified Deferred Compensation table on page ~~71.~~75.

Benefits and Perquisites

We provide medical and other benefits to our executive officers that are generally available to other full-time employees, including participation in our employee stock purchase plan, a group term life insurance plan and ~~a section~~our 401(k) savings plan. Under the 401(k) savings plan, we make matching contributions on behalf of each participant equal to 100% of his or her contributions to the plan, up to an annual maximum matching contribution of $15,000. All our ~~2021~~2023 Named Executive Officers participated in the 401(k) savings plan during ~~2021~~2023 and received matching contributions.

We do not provide defined benefit retirement plans, post-retirement health coverage or any other supplemental retiree benefits for our executive officers.

After considering the recommendation of an independent, third-party security study and in response to specific threats and incidents, our Board of Directors requires the use of company-provided personal security, aircraft and a car and driver for most of our CEO’s travel, including personal travel. The incremental costs incurred by the company for these items has been determined to be necessary to promote our CEO’s personal safety and security. The use of the company-provided aircraft and company car and driver also enhance his efficiency and help maximize the time he can devote to company business. Our CEO is responsible to pay the income taxes due on the value of these benefits and perquisites.

Back to Contents

Our other Named Executive Officers are permitted limited use of the company-provided aircraft and a ~~Company-provided aircraft~~company car and driver for personal travel, primarily commuting, which allow for enhanced security, efficiency and availability, contributing to the amount of time they can spend on ~~Company~~company business. ~~We generally do not provide~~Our other ~~perquisites or other personal~~Named Executive Offers are responsible to pay the income taxes due on the value of these benefits ~~to our executive officers.~~and perquisites.

For further information on the perquisites and other personal benefits provided to our Named Executive Officers during ~~2021,~~2023, see the Summary Compensation Table on ~~pages 66.~~page 68.

Stock Ownership Guidelines

We have stock ownership guidelines that require each of our Named Executive Officers to hold a meaningful amount of our common stock, further promoting a long-term perspective, aligning the interests of our Named Executive Officers and stockholders and helping to mitigate potential ~~compensation related~~compensation-related risk. Our stock ownership guidelines require each Named Executive Officer to maintain a stock ownership level equal to a specified multiple of his or her annual base salary, as set forth in the table below.

STOCK OWNERSHIP GUIDELINES (AS MULTIPLE OF BASE SALARY)

6x~~Chief Executive Officer~~

3x~~All other Named Executive Officers~~

Individuals newly hired or ~~promoted~~appointed are allowed a specified number of years to comply with their ownership guidelines. Named Executive Officers who are not in compliance with their guidelines following the specified number of years, are required to hold all shares until the guidelines are met. Shares owned outright, including those acquired from ~~Company~~company equity awards, unvested restricted stock units and unvested but earned performance share units count toward meeting the guidelines; however, stock options and unvested ~~restricted stock units~~ and unearned performance shares do not count toward meeting the guidelines. As of December 31, ~~2021,~~2023, all our Named Executive Officers were ~~within the grace period for compliance with their applicable stock ownership guidelines.~~in compliance.

Clawback PolicyPolicies

~~Our Board believes the company’s executives should be financially responsible for misconduct covered~~We maintain two clawback policies. Under our Compensation Recovery Policy, our Compensation and Talent Committee is required to recoup excess incentive-based compensation received by our ~~“clawback”~~executive officers in the event of a covered financial restatement. This policy ~~under~~is designed to comply with Nasdaq Listing Standard 5608 and applies to compensation received (which refers to when a financial measure is attained) on or after October 2, 2023. The fault or misconduct of the executive officer is irrelevant in the application of this policy. Rather, in the event of a financial restatement, Gilead will recover, on a reasonably prompt basis, the amount of any incentive-based compensation received by any executive officer during a preceding three fiscal year period that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements.

Under a second clawback policy, which has been in place for a number of years, the Compensation and Talent Committee has authority to recoup any cash incentive payments, performance-based equity compensation and certain proceeds realized from other equity-based compensation (including time-based awards) from an executive officer whose misconduct contributed to Gilead’s obligation to file a financial restatement. The Committee also has authority to recoup all or any portion of the amounts or shares of stock (including proceeds realized on a sale of such shares) attributable to cash or equity-based incentive compensation from any executive officer whose significant misconduct results in a violation of significant company policy, law or

~~Table of Contents~~

~~Executive Compensation~~

regulation that caused material financial, operational or reputational harm to Gilead, including the failure to appropriately supervise a subordinate employee who engaged in misconduct.

~~Our~~ This policy requires ~~the company~~Gilead to publicly disclose actions taken to recoup compensation from an executive so long as the underlying facts have been previously disclosed, subject to certain legal and privacy rights ~~considerations~~considerations.

~~The Board has multiple mechanisms to enforce the clawback policy, including~~

1.	~~Withholding or recouping cash incentive payments under our annual incentive plan;~~
2.	~~Cancelling outstanding unvested performance shares, which would otherwise vest at the end of a three-year performance period;~~
3.	~~Cancelling outstanding unvested stock options or restricted stock units which would otherwise generally vest over four years; and~~
4.	~~Recovering the proceeds realized from the sale of shares of Company stock issued under any equity-based incentive during or with respect to the period during which the misconduct occurred.~~

In addition, as discussed below, forfeiture provisions in our equity award agreements apply in the event of a termination for cause.

Hedging and Pledging Prohibitions

We maintain an insider trading policy which, among other provisions, prohibits our directors and all employees, including our Named Executive Officers, from engaging in transactions that hedge Gilead securities, including put or call options and through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange ~~funds, and that prohibits derivative securities transactions related to Gilead securities, including put or call options.~~funds. In addition, the policy prohibits our directors and ~~executive officers~~all employees from pledging Gilead securities.

2024 Proxy Statement

Back to Contents

Severance Benefits

We maintain the Gilead Sciences, Inc. Severance Plan ~~as amended and restated effective May 5, 2020~~ (the “Severance Plan”) that offers severance payments and benefits to all our employees, including our executive officers, upon certain involuntary terminations of employment. The intent of our Severance Plan is to:

●

Enable us to provide a standard set of payments and benefits to new and current executive officers and employees.

●

Align the interests of our executive officers with those of our stockholders by enabling our executive officers to consider corporate transactions that are in the best interests of our stockholders and other stakeholders without undue concern over whether a transaction may jeopardize their employment.

●

Assure our executive officers of fair treatment in connection with a change in control of Gilead by providing for payments and benefits under the Severance Plan subject to a “double trigger,” which means that an executive officer will be eligible to receive payments and benefits under the ~~plan~~Severance Plan in connection with a change in control of Gilead only if he or she incurs a qualifying termination of employment.

In addition, the Severance Plan does not provide “gross-up” payments on any excise tax imposed on any change in control benefits.

Compensation-Related Risk

Our Compensation and Talent Committee and its independent consultant, with input from our Human Resources Department, annually reviews the compensation program to determine whether it encourages excessive risk-taking that would create a material risk to the company’s economic viability. As part of this review, our Compensation and Talent Committee specifically considers (i) the balance of the program, including the appropriate mix of short- and long-term goals and incentives; (ii) whether the appropriate controls and governance policies are in place to manage risk; and (iii) whether broad-based employee incentive plans (including sales plans) have appropriate leverage and do not ~~drive~~promote undue risk taking.

Based on this annual review, our Compensation and Talent Committee concluded it was not reasonably likely that any of our compensation policies and practices in place during ~~2021,~~2023, whether individually or in aggregate, would have a material adverse effect upon Gilead. As discussed in prior years, our Compensation and Talent Committee considered the following factors:

●

Our overall compensation structure is applied uniformly throughout the organization, with the only major exception relating to the form in which equity compensation is awarded.

●

For our broad-based employee population with a title of Senior Director or higher, a significant component of compensation is in the form of equity awards tied to the value of our common stock.

~~2022 Proxy Statement~~

~~Table of Contents~~

~~Executive Compensation~~

●

The vesting of performance share awards is tied to our relative TSR and revenue achievement over prescribed performance periods.

●

Our overall compensation structure is not excessively oriented toward short-term incentives.

●

The performance goals for our ~~2021~~2023 annual incentive program were based on both financial and non-financial corporate measures as well as individual performance (except with respect to our Chief Executive Officer, whose performance is evaluated solely on corporate measures).

●

Our stock ownership guidelines require our executive officers to maintain a substantial ownership interest in Gilead.

●

Our clawback ~~policy permits~~policies permit us to recoup cash incentives and equity awards paid to our executive officers if financial results have to be subsequently restated, asincluding the full amount of such awards if the restatement is a result of their misconduct or our executive officers otherwise engage in significant misconduct resulting in a violation of significant company policy, law or regulation that caused material financial, operational or reputational harm to Gilead, including the failure to appropriately supervise a subordinate employee who engaged in misconduct.

●

Hedging transactions in our common stock, such as put and call options or pre-paid forward sale contracts by executive officers, employees and directors, as well as pledging of our securities, are not allowed under our insider trading policy.

For the foregoing reasons, our Compensation and Talent Committee has concluded that it was not reasonably likely that our overall employee compensation structure, when analyzed either in terms of its company-wide application or its specific application to our various major business units, would have a material adverse effect upon Gilead.

~~Tax Deductibility of Compensation~~

Section 162(m) of the Internal Revenue Code disallows a tax deduction to public companies for compensation more than $1 million that is paid to certain current or former executive officers. Following repeal of an exception to this $1 million limitation for performance-based compensation, the Compensation and Talent Committee determined to maintain performance-based compensation arrangements, subject to such discretion as the Committee may determine appropriate. As a result of amendments to Section 162(m), we expect that compensation paid to our Named Executives Officers more than $1 million generally will not be deductible.

Back to Contents

Compensation and Talent Committee Report⁽¹⁾

Our Compensation and Talent Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management and, based on such review and discussions, our Compensation and Talent Committee recommended to our Board ~~of Directors~~ that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation and Talent Committee

Kevin E. Lofton,Chair

Jacqueline K. Barton

Kelly A. Kramer

Harish Manwani

Anthony Welters

⁽¹⁾	The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Severance and Change in Control Arrangements with Named Executive Officers

Although the employment of the Named Executive Officers is “at will,” they are eligible to receive certain severance payments and benefits upon their termination of employment under certain defined circumstances. There are four general categories of termination:

●

Voluntary Termination/For Cause ~~Termination:~~Termination: includes a voluntary termination of employment by the Named Executive Officer (other than in connection with a resignation for Good Reason) prior to reaching applicable retirement age and a termination of the Named Executive Officer’s employment by us for Cause.

~~Table of Contents~~

~~Executive Compensation~~

●

~~Retirement:~~Retirement: includes a termination of employment by the Named Executive Officer after reaching the applicable retirement age, other than a termination of the Named Executive Officer’s employment by us for Cause.

●

Involuntary Termination Without Cause/Good Reason ~~Resignation:~~Resignation: includes a termination of the Named Executive Officer’s employment by us for reasons not constituting Cause, including a resignation as a result of a change in ~~his or her~~the executive’s work location by more than a specified distance.

●

Change in Control ~~Termination:~~Termination: includes a termination of the Named Executive Officer’s employment by us without Cause, or the resignation of the Named Executive Officer for Good Reason, within the applicable change in control protection period following a change in control of Gilead (i.e., “double trigger”).

For purposes of determining a Named Executive Officer’s eligibility for the various severance payments and benefits available under the Severance Plan, individual offer letters, and our equity plan, the following definitions are relevant:

A “change in control of Gilead” will be deemed to occur upon:

●

a merger, consolidation or other reorganization approved by our stockholders, unless our stockholders continue to own more than 50% of the total combined voting power of the voting securities of the successor corporation;

●

a sale of all or substantially all our assets; or

●

the acquisition by any person or related group of persons of more than 50% of the total combined voting power of our outstanding securities, or a change in the majority of the members of our Board over a 12-month or shorter period by reason of one or more contested elections for Board membership.

2024 Proxy Statement

Back to Contents

Under the Severance Plan and our equity plan, a ~~“resignation~~resignation for Good ~~Reason”~~Reason is defined as “Constructive Termination” and generally will be deemed to occur should a Named Executive Officer resign from his or her employment with us for any of the following reasons during the applicable change in control protection period:

●

an adverse change in his or her title, position or responsibilities (including reporting responsibilities) or the assignment to him or her of any duties or responsibilities which are inconsistent with his or her title, position or responsibilities;

●

a reduction in his or her annual base compensation;

●

his or her permanent relocation to any place outside a 50-mile radius of the location serving as his or her existing principal work site;

●

the failure by the new company to continue in effect any material compensation or employee benefit plan in which he or she was participating or to provide him or her with an aggregate level of compensation and benefits comparable to that in effect for him or her prior to the change; or

●

any material breach by the new company of any provision of any agreement we have with the Named Executive Officer.

In addition, a resignation following a required relocation, without consent, to a new work location that is more than 50 miles from ~~his or her~~the executive’s previous work location is also a ~~good reason~~Good Reason trigger under our ~~severance plan~~Severance Plan outside the context of a change in control.

Mr. O’Day and Ms. ~~Mercier and Dr. Parsey~~Telman also have definitions of “Good Reason” under their individual offer letters with us, which generally allow for a “Good Reason” resignation, after a notice and cure period, and in the case of Ms. Telman, if resignation occurs on or before July 25, 2024, upon:

●

an adverse change in employment status, title, position or responsibilities (including reporting responsibilities);

●

a reduction in annual base compensation ~~or, for Ms. Mercier and Dr. Parsey, any reduction in target incentive or annual equity award opportunity prior to the first anniversary of the executive’s start date;~~

●

a required relocation to any place outside a specified radius of the greater Foster City, California area; or

●

for Mr. O’Day, a material breach by the ~~Company~~company or any subsidiary of the terms of his offer letter or of any written equity award agreement between him and the ~~Company.~~company.

A Named Executive Officer’s employment will be deemed to have been terminated “for Cause” if such termination occurs by reason of:

●

any act or omission in bad faith and to our detriment;

●

dishonesty, intentional misconduct, material violation of any company policy or material breach of any agreement with us;

●

commission of any crime involving dishonesty, breach of trust or physical or emotional harm to any person; or

●

poor performance, nonperformance or neglect of duties owed to us or insubordination.

~~2022 Proxy Statement~~64

~~Table of Contents~~

~~Executive Compensation~~

Back to Contents

The following table summarizes the payments and benefits that each currently employed Named Executive Officer is eligible to receive on various termination of employment scenarios.

Type of Termination
Voluntary or “For Cause” Termination		●► No severance payments. ●► Accrued base salary and vacation pay. ●► Vested but unpaid benefits.
Retirement⁽¹⁾		●► To the extent retirement occurs at least 12 months after grant date, continued vesting of and five-year ~~post retirement~~post-retirement exercise period (subject to existing expiration date) for stock options granted in or after 2019. Three-year ~~post retirement~~post-retirement exercise period for vested stock options granted in or prior to 2018. ●► Continued vesting of 100% of performance shares for which performance goals are attained, ~~after retirement,~~ provided retirement occurs at least 12 months after grant date. ●► Continued vesting of 100% of restricted stock units granted in or after 2019 in accordance with the standard vesting schedule, provided retirement occurs at least 12 months after grant date.
Death or Disability		► Accelerated vesting of equity awards (based on actual performance for completed performance periods and target performance for open performance periods for performance shares). ► For Mr. O’Day, crediting of any unpaid deferred compensation plan company contributions to his plan account. The last such contribution was made to his plan account in March 2024.
Involuntary Termination without “Cause” or for ~~“Good~~ “Good Reason”		●► Cash severance equal to 1.5 times (2.0 times for Mr. O’Day) base salary + 1.0 times (2.0 times for Mr. O’Day) average cash incentive for prior three fiscal years (or such fewer number of complete fiscal years of employment). ●► Pro-rata annual cash incentive for year of termination based on actual results attained. ●► Lump-sum payment to cover the estimated cost of COBRA premiums for 18 months (or 24 months for Mr. O’Day). ●► Outplacement services for 6 months (12 months for Mr. O’Day). ●► For Mr. O’Day, crediting of ~~$2,250,000 in~~any unpaid deferred compensation plan company ~~contribution~~contributions to his plan account. The last such contribution was made to his plan account⁽²⁾. in March 2024. ● ~~For Mr. O’Day, accelerated vesting of 2019 equity awards (based on actual performance for completed performance periods)~~⁽²⁾. ●► For Ms. ~~Mercier and Dr. Parsey,~~Telman, if termination occurs ~~within the first two years of employment,~~on or before July 25, 2024, accelerated vesting of make whole and new hire equity awards.
Change in Control Termination (Involuntary Termination without “Cause” or or Resignation for “Good Reason” ~~Reason”~~ within Change in Control ~~Control~~ Protection Period⁽³⁾⁽²⁾)		●► Cash severance equal to 2.5 times (3.0 times for Mr. O’Day) base salary + 2.5 times (3.0 times for Mr. O’Day) average incentive for prior three fiscal years (or such fewer number of complete fiscal years of employment). ●► Pro-rata annual incentive for year of termination based on average incentive paid over the prior three years (or such fewer number of complete fiscal years of employment). ●► Lump-sum payment to cover the estimated cost of COBRA premiums for 30 months (36 months for Mr. O’Day). ●► Outplacement services for 6 months (12 months for Mr. O’Day). ●► For Mr. O’Day, crediting of ~~$2,250,000 in~~any unpaid deferred compensation plan company ~~contribution~~contributions to his plan account. The last such contribution was made to his plan account in March 2024. ●► 100% acceleration of stock option and restricted stock unit awards. ●► Acceleration of unvested performance shares as follows: ● ~~accelerates~~► Accelerates at target if change in control occurs within first 12 months of performance period. ●► If the change in control occurs following that 12-month period, then accelerates at greater of (i) target or (ii) actual performance through the end of the fiscal quarter prior to the change in control date.

⁽¹⁾	For equity awards granted in 2018 and prior years, retirement is defined as the termination of a Named Executive Officer’s employment with a combined age and years of service of not less than 70 years. For awards granted in and after 2019, retirement is defined as termination of employment after the Named Executive Officer (i) attains age 55 and has completed at least ten (10) years of continuous service or (ii) attains age 65. As of December 31, ~~2021,~~2023, no Named Executive Officers were retirement eligible.
⁽²⁾	~~Mr. O’Day is also entitled to these benefits upon termination because of death or disability.~~
⁽³⁾	The change in control protection period would begin six months prior to the consummation orof a change in control transaction and continue for a specified period following the effective date of the change in control transaction (24 months for Mr. O’Day and 18 months for the other Named Executive Officers).

64
2024 Proxy Statement	65

~~Table of Contents~~

~~Executive Compensation~~

Back to Contents

A Named Executive Officer must deliver a general release of claims against Gilead as a condition of his or her receipt of payments and benefits under his or her offer letter or the Severance Plan. The cash severance component of those arrangements will be paid in a series of equal periodic installments in accordance with our normal payroll practices over a period of years corresponding to the applicable multiple of base salary indicated above for the Named Executive Officer. However, a portion of those installments may be subject to a six-month holdback to the extent required under applicable tax laws.

The estimated severance payments and benefits for which a Named Executive Officer would have become eligible if his or her employment terminated under these various scenarios are set forth in the table ~~below.~~on page 76. The estimated amounts assume:

●►	that the covered termination of employment occurred on December 31, ~~2021;~~2023; and
●►	the value of any equity vesting is based on the closing market price of our common stock on December 31, ~~2021.~~2023.

The table ~~below~~on page 76 does not include accrued wages, vacation accrual, vested deferred compensation or the intrinsic value (as of December 31, ~~2021)~~2023) of any outstanding stock options or other stock awards held by the Named Executive Officer that were vested on that date. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the Named Executive Officers should a separation from service or change in control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, our stock price, target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event, and the executive’s age and prevailing tax rates.

~~2022~~66

Back to Contents

CEO Pay Ratio

We present below the ratio of annual total compensation of our median compensated employee to the annual total compensation of Mr. O’Day.

The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

For 2023, we identified our median compensated employee from the 18,157 full-time and part-time workers who were included as employees on our payroll records as of October 1, 2023 based on year-to-date base salary, incentive compensation, commissions and vested equity values, with conforming adjustments for employees who were hired during that period but did not work the full nine months.

The 2023 total compensation for Mr. O’Day was $22,607,690. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median compensated employee was $205,866. The ratio of Mr. O’Day’s total compensation to our median compensated employee’s total annual compensation for fiscal year 2023 is 110 to 1.

2024 Proxy Statement

6567

Back to Contents

Table of Contents
Executive Compensation
Summary Compensation Table

The following table shows, for the fiscal years ~~2021, 2020~~2023, 2022 and ~~2019,~~2021, compensation awarded to, paid to, or earned by, our Named Executive Officers (“NEOs”). Ms. Telman commenced employment with us in 2022 and therefore was not an NEO prior to 2022.

Name and Principal Position      Year      Salary⁽¹⁾      Bonus      Stock
Awards⁽²⁾      Option
Awards⁽²⁾      Non-Equity
Incentive Plan
Compensation⁽¹⁾⁽³⁾    All Other
Compensation      Total
Daniel P. O’Day 2021 $ 1,650,000 $ — $ 9,764,060 ⁽⁴⁾ $ 3,375,004             $ 3,446,190 $ 994,212 ^(5)(6)(7) $ 19,229,466
Chairman and Chief Executive Officer 2020 $ 1,702,885 $ — $ 8,388,056 $ 3,125,041 $ 4,713,390 $ 1,068,723 $ 18,998,095
2019 $ 1,267,692 $ 5,675,000 $ 15,500,541 $ 3,000,002 $ 3,120,000 $ 544,619 $ 29,107,854
Andrew D. Dickinson 2021 $ 973,567 $ — $ 2,862,493 ⁽⁴⁾ $ 1,049,984 $ 1,558,751 $ 15,000 ⁽⁵⁾ $ 6,459,795
Chief Financial Officer 2020 $ 986,538 $ — $ 2,260,949 $ 874,968 $ 1,704,300 $ 15,000 $ 5,841,755
2019 $ 802,308 $ 1,000,000 $ 1,708,267 $ 1,000,096 $ 1,086,800 $ 12,000 $ 5,609,471
Johanna Mercier 2021 $ 1,050,428 — $ 2,620,663 ⁽⁴⁾ $ 1,012,485 $ 1,557,231 $ 311,790 ^(5)(6)(8) $ 6,552,597
Chief Commercial Officer 2020 $ 1,059,135 $ 1,600,000 $ 2,042,265 $ 874,968 $ 1,980,300 $ 220,243 $ 7,776,911
2019 $ 461,538 $ 1,250,000 $ 3,751,166 $ 1,750,097 $ 650,000 $ 186,585 $ 8,049,386
Merdad V. Parsey, M.D., Ph.D. 2021 $ 1,024,808 — $ 2,773,579 ⁽⁴⁾ $ 1,062,502 $ 1,640,790 $ 15,000 ⁽⁵⁾ $ 6,516,679
Chief Medical Officer 2020 $ 1,038,462 $ 1,000,000 $ 2,332,860 $ 1,000,033 $ 1,794,000 $ 15,000 $ 7,180,355
2019 $ 119,231 $ 1,000,000 $ 1,000,314 $ 1,000,008 $ — $ — $ 3,119,553
Brett A. Pletcher 2021 $ 973,567 $ — $ 2,320,424 ⁽⁴⁾ $ 800,006 $ 1,443,288 $ 52,746 ⁽⁵⁾⁽⁶⁾ $ 5,590,031
Executive Vice President, Corporate Affairs and General Counsel 2020 $ 986,538 $ — $ 2,212,188 $ 750,025 $ 1,704,300 $ 15,000 $ 5,668,051
2019 $ 891,000 $ — $ 2,144,734 $ 749,946 $ 1,235,000 $ 12,000 $ 5,032,680

Name and Principal Position	Year	Salary⁽¹⁾		Bonus		Stock Awards⁽²⁾			Option Awards⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation⁽¹⁾⁽⁵⁾		Total
Daniel P. O’Day Chairman and Chief Executive Officer	2023	$	1,740,962	$	—	$	11,865,090	⁽⁴⁾	$	3,749,966	$	4,036,200	$	1,215,472	$	22,607,690
	2022	$	1,691,154	$	—	$	10,603,901		$	3,750,014	$	4,716,480	$	859,704	$	21,621,253
	2021	$	1,650,000	$	—	$	9,764,060		$	3,375,004	$	3,446,190	$	994,212	$	19,229,466
Andrew D. Dickinson Chief Financial Officer	2023	$	1,052,396	$	—	$	4,143,271	⁽⁴⁾	$	1,299,966	$	1,574,304	$	37,886	$	8,107,823
	2022	$	1,018,419	$	—	$	3,992,603		$	1,474,983	$	1,885,572	$	31,121	$	8,402,698
	2021	$	973,567	$	—	$	2,862,493		$	1,049,984	$	1,558,751	$	15,000	$	6,459,795
Johanna Mercier Chief Commercial Officer	2023	$	1,114,035	$	—	$	4,190,733	⁽⁴⁾	$	1,299,966	$	1,805,440	$	176,580	$	8,586,754
	2022	$	1,081,471	$	—	$	4,301,757		$	1,612,496	$	1,995,732	$	244,997	$	9,236,453
	2021	$	1,050,428	$	—	$	2,620,663		$	1,012,485	$	1,557,231	$	311,790	$	6,552,597
Merdad V. Parsey, M.D., Ph.D. Chief Medical Officer	2023	$	1,108,215	$	—	$	4,269,768	⁽⁴⁾	$	1,324,984	$	1,657,632	$	26,248	$	8,386,847
	2022	$	1,072,800	$	—	$	4,350,004		$	1,612,496	$	1,986,552	$	15,362	$	9,037,214
	2021	$	1,024,808	$	—	$	2,773,579		$	1,062,502	$	1,640,790	$	15,000	$	6,516,679
Deborah H. Telman Executive Vice President, Corporate Affairs and General Counsel	2023	$	936,865	$	—	$	1,895,703	⁽⁴⁾	$	812,512	$	1,288,980	$	337,168	$	5,271,228
	2022	$	380,769	$	1,200,000	$	1,999,890		$	499,979	$	536,548	$	205,763	$	4,822,949


⁽¹⁾	Includes amounts earned but deferred at the election of the ~~NEOs~~NEO pursuant to our 401(k) savings plan and our non-qualified deferred compensation plan.
⁽²⁾	Represents the aggregate grant-date fair value of the equity-based awards, including restricted stock units ~~(RSUs)~~(“RSUs”), performance shares ~~performance-based RSUs~~ and stock options granted to the NEOs for the applicable year under our 2022 Equity Incentive Plan (the “2022 Plan”), or our 2004 Equity Incentive Plan (the “2004 Plan,” collectively the “Equity Incentive Plans”), as applicable, calculated in accordance with FASB ASC Topic 718 (“Topic 718”), and does not take into account estimated forfeitures. Assumptions used in the calculation of such grant-date fair values are set forth in Note 1614 to our Consolidated Financial Statements for the year ended December 31, ~~2021,~~2023, included in our Annual Report on Form 10-K for such fiscal year. ~~See~~Also, see the ~~2021~~2023 Grants of Plan-Based Awards table on page 6770 for additional information.
⁽³⁾	For ~~2021,~~2023, represents amounts paid in ~~early 2022~~March 2024 based on our Compensation and Talent Committee’s review and certification of corporate performance for Mr. O’Day and certification of corporate performance and individual achievements for all other NEOs in ~~2021 under~~2023 pursuant to our annual incentive plan.
⁽⁴⁾	Includes the aggregate grant-date fair value of the performance shares determined in accordance with Topic 718. Performance objectives have been set for only certain tranches of the awards granted in each year and the associated grant-date fair values of those tranches have been incorporated in the table above. Tranches for which performance objectives have not been set do not have a reportable grant-date fair value under Topic 718 and therefore, are not included in the table above. Accordingly, amounts reported for 2023 reflect the grant-date fair value of awards granted in 2023 that are subject to a three-year Relative TSR performance condition and the portions of the 2021, 2022 and 2023 awards that are subject to the 2023 revenue goal. The aggregate grant-date fair values of the awards reported for ~~2021~~2023 (the Relative TSR tranche of the ~~2021~~2023 performance shares and the ~~2021~~2023 revenue subtranches of the ~~2019, 2020~~2021, 2022 and ~~2021~~2023 performance shares, as applicable), assuming maximum attainment of the applicable performance goals in effect for those tranches and subtranches, are as follows: ~~$9,402,585~~$16,230,150 for Mr. O’Day, ~~$2,575,090~~$5,686,893 for Mr. Dickinson, ~~$2,203,330~~$5,781,816 for Ms. Mercier, ~~$2,359,698~~$5,889,801 for Dr. Parsey, and ~~$1,440,148~~$2,166,426 for ~~Mr. Pletcher.~~Ms. Telman. As described in the Compensation Discussion and Analysis, the revenue subtranches of the ~~2020~~2022 and ~~2021~~2023 performance shares for which performance objectives have not yet been set do not at present have a reportable grant-date fair value under Topic 718. The grant-date fair values assume maximum goal attainment only as to those tranches or subtranches that at present have a reportable grant-date fair value. Assumptions used in the calculation of such grant-date fair values are set forth in Note 1614 to our Consolidated Financial Statements for the year ended December 31, ~~2021,~~2023, included in our Annual Report on Form 10-K for such fiscal year.
	Performance objectives have been set for only certain tranches of the awards granted in each year and the associated grant-date fair values of those tranches have been incorporated in the table above. Tranches for which performance objectives have not been set do not have a reportable grant-date fair value under Topic 718 and therefore, are not included in the table above (i.e. the performance objectives for the third subtranche of the 2020 revenue-based performance shares and the second and third subtranches of the 2021 revenue-based performance shares). Accordingly, amounts reported for 2021 reflect the grant-date fair value of awards granted in 2021 that are subject to a three-year Relative TSR performance condition and the portions of the 2019, 2020 and 2021 awards that are subject to the 2021 revenue goal.
	See footnotes 4, 5, 6, and 7 to the ~~2021~~2023 Grants of Plan-Based Awards table on page 6770 for a detailed description of the terms of the ~~2021~~2023 performance ~~shares granted in 2021.~~shares.
⁽⁵⁾	Includes ~~matching contributions~~the 2023 value of ~~$15,000 made by us on such individual’s behalf under our 401(k) plan.~~
⁽⁶⁾	Includes (i) $10,128 for Mr. O’Day, (ii) $68,872 for Ms. Mercier, (iii) $37,746 for Mr. Pletcher, which reflect the aggregate incremental cost incurred by Gilead for the limited personal use of our corporate aircraft for relocation, commuting or a personal stop while on company business. The amounts are calculated based on variable operating costs including fuel, landing fees, parking costs, crew travel expenses, on-board catering,perquisites and other ~~trip-related maintenance costs. Because~~personal benefits, contributions by the company (the “Company”) to our ~~aircraft are used primarily for business travel, this amount does not include any fixed costs that do not change based on usage, such as pilots’ salaries or general maintenance costs.~~
⁽⁷⁾	~~Includes $750,000 in company contributions to Mr. O’Day’s deferred compensation~~Section 401(k) savings plan, account, which was credited on February 26, 2021. Generally subject to his continued employment, Mr. O’ Day’s deferred compensation plan account will be credited with $750,000 on each of the next three anniversaries of March 1, 2020, for an aggregate contribution of $3,750,000. These contributions were provided to compensate him for the forfeiture of his pension benefits with his former employer. This amount also includes $219,084 of relocation subsidy reimbursement, which includes tax reimbursements of $113,157.
⁽⁸⁾	~~Includes $227,918 of relocation subsidy reimbursement to Ms. Mercier, which includes tax reimbursements of $80,858.~~and term life insurance premiums.

Back to Contents

Name	Perquisite and Other Personal Benefits ($)			Contributions to Section 401(k) plan ($)			Insurance Premiums ($)			Total ($)
Daniel P. O’Day		$	1,192,990		$	15,000		$	7,482		$	1,215,472
Andrew D. Dickinson		$	18,884		$	15,000		$	4,002		$	37,886
Johanna Mercier		$	157,578		$	15,000		$	4,002		$	176,580
Merdad V. Parsey, M.D., Ph.D.		$	380		$	15,000		$	10,868		$	26,248
Deborah H. Telman		$	314,686		$	15,000		$	7,482		$	337,168

Mr. O’Day: $1,192,990, which includes (i) $750,000 of Company contributions to Mr. O’Day’s deferred compensation plan account, generally subject to his continued employment, Mr. O’Day’s deferred compensation plan account will be credited with the final payment of $750,000 on March 1, 2024, for an aggregate contribution of $3,750,000. These contributions were provided to compensate him for the forfeiture of his pension benefits with his former employer; (ii) $233,596 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft; (ii) $166,859 of aggregate incremental cost incurred by us for security services provided to Mr. O’Day; (iii) $28,283 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles; and (iv) $7,000 of costs incurred by us under the Executive Digital Protection program.

Mr. Dickinson: $18,884, which includes (i) $15,000 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles and (ii) $2,984 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft.

Ms. Mercier: $157,578, which includes (i) $15,000 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles; (ii) $6,535 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft; and (iii) $136,044 of relocation subsidy reimbursement to Ms. Mercier, which includes tax reimbursements of $5,668. The relocation support given to Ms. Mercier is consistent with Gilead’s standard practice for all employees eligible under Gilead’s mobility program.

Ms. Telman: $314,686, which includes (i) $15,000 of aggregate incremental cost incurred by us for the personal use of our corporate automobiles; (ii) $43,126 of aggregate incremental cost incurred by us for the personal use of our corporate aircraft; and (iii) $255,661 of relocation subsidy reimbursement to Ms. Telman, which includes tax reimbursements of $130,992. The relocation support given to Ms. Telman is consistent with Gilead’s standard practice for all employees eligible under Gilead’s mobility program.

Our other Named Executive Officers are permitted limited use of the company-provided aircraft and a company car and driver for personal travel, primarily commuting, which allow for enhanced security, efficiency and availability, contributing to the amount of time they can spend on company business.

2024 Proxy Statement

66Back to Contents

Table2023 Grants of ContentsPlan-Based Awards

~~Executive Compensation~~

~~2021 GRANTS OF PLAN-BASED AWARDS~~

The following table sets forth certain additional information regarding grants of plan-based awards to our ~~Named Executive Officers~~NEOs for the ~~2021~~2023 fiscal year:

Estimated Future Payouts Under Estimated Future Payouts All Other
Non-Equity Incentive Plan Under Equity Incentive Plan Option
Awards⁽¹⁾ Awards⁽²⁾ All Other Awards: Exercise Grant-Date
Stock Awards: Number of or Base Fair Value
Number of Securities Price of of Stock
Grant Approval Shares of Stock Underlying Option and Option
Name Award Type Date Date Threshold Target Maximum Threshold Target Maximum or Units⁽²⁾ Options Award Award⁽³⁾
Daniel P. O’Day 2019 performance shares 3/10/2021 1/26/2021 — — — 3,030 15,150 ⁽⁴⁾⁽⁵⁾ 30,300 — — — $ 968,237
2020 performance shares 3/10/2021 1/26/2021 — — — 2,880 14,400 ⁽⁴⁾⁽⁶⁾ 28,800 — — — $ 920,304
2021 performance shares 3/10/2021 1/26/2021 — — — 3,531 60,334 ⁽⁴⁾⁽⁷⁾ 120,668 — — — $ 4,500,432
2021 option awards 3/10/2021 1/26/2021 — — — — — — — 307,355 ⁽⁸⁾ 63.91 $ 3,375,004
2021 restricted stock unit awards 3/10/2021 1/26/2021 — — — — — — 52,810 ⁽⁹⁾ — — $ 3,375,087
Corporate bonus N/A NA — $ 2,475,000 $ 4,950,000 — — — — — — —
Andrew D. Dickinson 2019 performance shares 3/10/2021 1/26/2021 — — — 485 2,423 ⁽⁴⁾⁽⁵⁾ 4,846 — — — $ 154,854
2020 performance shares 3/10/2021 1/26/2021 — — — 807 4,033 ⁽⁴⁾⁽⁶⁾ 8,066 — — — $ 257,749
2021 performance shares 3/10/2021 1/26/2021 — — — 1,099 18,767 ⁽⁴⁾⁽⁷⁾ 37,534 — — — $ 1,399,849
2021 option awards 3/10/2021 1/26/2021 — — — — — — — 95,620 ⁽⁸⁾ 63.91 $ 1,049,984
2021 restricted stock unit awards 3/10/2021 1/26/2021 — — — — — — 16,430 ⁽⁹⁾ — — $ 1,050,041
Corporate bonus N/A NA — $ 978,500 $ 1,957,000 — — — — — — —
Johanna Mercier 2020 performance shares 3/10/2021 1/26/2021 — — — 807 4,033 ⁽⁴⁾⁽⁶⁾ 8,066 — — — $ 257,749
2021 performance shares 3/10/2021 1/26/2021 — — — 1,060 18,102 ⁽⁴⁾⁽⁷⁾ 36,204 — — — $ 1,350,260
2021 option awards 3/10/2021 1/26/2021 — — — — — — — 92,205 ⁽⁸⁾ 63.91 $ 1,012,485
2021 restricted stock unit awards 3/10/2021 1/26/2021 — — — — — — 15,845 ⁽⁹⁾ — — $ 1,012,654
Corporate bonus N/A NA — $ 1,055,750 $ 2,111,500 — — — — — — —
Merdad V. Parsey, M.D., Ph.D. 2020 performance shares 3/10/2021 1/26/2021 — — — 921 4,607 ⁽⁴⁾⁽⁶⁾ 9,214 — — — $ 294,433
2021 performance shares 3/10/2021 1/26/2021 — — — 1,112 18,992 ⁽⁴⁾⁽⁷⁾ 37,984 — — — $ 1,416,642
2021 option awards 3/10/2021 1/26/2021 — — — — — — — 96,760 ⁽⁸⁾ 63.91 $ 1,062,502
2021 restricted stock unit awards 3/10/2021 1/26/2021 — — — — — — 16,625 ⁽⁹⁾ — — $ 1,062,504
Corporate bonus N/A NA — $ 1,030,000 $ 2,060,000 — — — — — — —
Brett A. Pletcher 2019 performance shares 3/10/2021 1/26/2021 — — — 727 3,636 ⁽⁴⁾⁽⁵⁾ 7,272 — — — $ 232,377
2020 performance shares 3/10/2021 1/26/2021 — — — 691 3,457 ⁽⁴⁾⁽⁶⁾ 6,914 — — — $ 220,937
2021 performance shares 3/10/2021 1/26/2021 — — — 837 14,304 ⁽⁴⁾⁽⁷⁾ 28,608 — — — $ 1,066,957
2021 option awards 3/10/2021 1/26/2021 — — — — — — — 72,855 ⁽⁸⁾ 63.91 $ 800,006
2021 restricted stock unit awards 3/10/2021 1/26/2021 — — — — — — 12,520 ⁽⁹⁾ — — $ 800,153
Corporate bonus N/A NA — $ 978,500 $ 1,957,000 — — — — — — —

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾				Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number			All Other Option Awards: Number of			Exercise or Base		Grant-Date Fair Value
Name	Award Type	Grant Date	Approval Date		Threshold	Target	Maximum	Threshold	Target			Maximum		of Shares of Stock or Units⁽²⁾			Securities Underlying Options			Price of Option Award		of Stock and Option Award⁽³⁾
Daniel P. O’Day	2021 performance shares	3/10/2023	1/24/2023		—	—	—	3,521		17,603	⁽⁴⁾⁽⁵⁾		35,206		—			—			—	$	1,399,439
	2022 performance shares	3/10/2023	1/24/2023		—	—	—	4,316		21,582	⁽⁴⁾⁽⁶⁾		43,164		—			—			—	$	1,715,769
	2023 performance shares	3/10/2023	1/24/2023		—	—	—	3,155		58,514	⁽⁴⁾⁽⁷⁾		117,028		—			—			—	$	4,999,868
	2023 option awards	3/10/2023	1/24/2023		—	—	—	—		—			—		—			215,095	⁽⁸⁾		79.5	$	3,749,966
	2023 restricted stock unit awards	3/10/2023	1/24/2023		—	—	—	—		—			—		47,170	⁽⁹⁾		—			—	$	3,750,015
	Corporate bonus	N/A	NA		—	$2,625,000	$5,250,000	—		—			—		—			—			—		—
Andrew D. Dickinson	2021 performance shares	3/10/2023	1/24/2023		—	—	—	1,095		5,476	⁽⁴⁾⁽⁵⁾		10,952		—			—			—	$	435,342
	2022 performance shares	3/10/2023	1/24/2023		—	—	—	1,698		8,488	⁽⁴⁾⁽⁶⁾		16,976		—			—			—	$	674,796
	2023 performance shares	3/10/2023	1/24/2023		—	—	—	1,094		20,285	⁽⁴⁾⁽⁷⁾		40,570		—			—			—	$	1,733,308
	2023 option awards	3/10/2023	1/24/2023		—	—	—	—		—			—		—			74,565	⁽⁸⁾		79.5	$	1,299,966
	2023 restricted stock unit awards	3/10/2023	1/24/2023		—	—	—	—		—			—		16,350	⁽⁹⁾		—			—	$	1,299,825
	Corporate bonus	N/A	NA		—	$1,058,000	$2,116,000	—		—			—		—			—			—		—
Johanna Mercier	2021 performance shares	3/10/2023	1/24/2023		—	—	—	1,056		5,281	⁽⁴⁾⁽⁵⁾		10,562		—			—			—	$	419,840
	2022 performance shares	3/10/2023	1/24/2023		—	—	—	1,856		9,280	⁽⁴⁾⁽⁶⁾		18,560		—			—			—	$	737,760
	2023 performance shares	3/10/2023	1/24/2023		—	—	—	1,094		20,285	⁽⁴⁾⁽⁷⁾		40,570		—			—			—	$	1,733,308
	2023 option awards	3/10/2023	1/24/2023		—	—	—	—		—			—		—			74,565	⁽⁸⁾		79.5	$	1,299,966
	2023 restricted stock unit awards	3/10/2023	1/24/2023		—	—	—	—		—			—		16,350	⁽⁹⁾		—			—		1,299,825
	Corporate bonus	N/A	NA		—	$1,120,000	$2,240,000	—		—			—		—			—			—		—
Merdad V. Parsey, M.D., Ph.D.	2021 performance shares	3/10/2023	1/24/2023		—	—	—	1,108		5,541	⁽⁴⁾⁽⁵⁾		11,082		—			—			—	$	440,510
	2022 performance shares	3/10/2023	1/24/2023		—	—	—	1,856		9,280	⁽⁴⁾⁽⁶⁾		18,560		—			—			—	$	737,760
	2023 performance shares	3/10/2023	1/24/2023		—	—	—	1,115		20,675	⁽⁴⁾⁽⁷⁾		41,350		—			—			—	$	1,766,631
	2023 option awards	3/10/2023	1/24/2023		—	—	—	—		—			—		—			76,000	⁽⁸⁾		79.5	$	1,324,984
	2023 restricted stock unit awards	3/10/2023	1/24/2023		—	—	—	—		—			—		16,665	⁽⁹⁾		—			—	$	1,324,868
	Corporate bonus	N/A	NA		—	$1,114,000	$2,228,000	—		—			—		—			—			—		—
Deborah H. Telman	2023 performance shares	3/10/2023	1/24/2023		—	—	—	684		12,677	⁽⁴⁾⁽⁷⁾		25,354		—			—			—	$	1,083,213
Deborah H. Telman	2023 option awards	3/10/2023	1/24/2023		—	—	—	—		—			—		—			46,605	⁽⁸⁾		79.5	$	812,512
	2023 restricted stock unit awards	3/10/2023	1/24/2023		—	—	—	—		—			—		10,220	⁽⁹⁾		—			—	$	812,490
	Corporate bonus	N/A	NA		—	$ 945,000	$1,890,000	—		—			—		—			—			—		—


⁽¹⁾	Actual amounts paid in early ~~2022~~2024 were based on our Compensation and Talent Committee’s review and certification of corporate performance and individual achievements in ~~2021~~2023 under our annual bonus program and are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page ~~66.~~68.
⁽²⁾	Performance shares and RSU awards ~~(both time-based and performance-based)~~ granted under the ~~2004 Plan~~Equity Incentive Plans accrue forfeitable dividend equivalents that are subject to the same vesting and other terms and conditions as the corresponding performance shares and RSU awards. Dividend equivalents are accumulated and paid in cash when and to the extent the underlying shares are issued. Amounts in the “Threshold” column represent the number of shares of our common stock issuable (e.g., 20% of the target number of performance shares allotted to the revenue subtranche and 0.025% of the target number of performance shares allotted to the Total Shareholder Return (Relative TSR) tranche) upon threshold-level achievement of the performance goals described in footnotes 5, 6 and 7 below. If threshold level performance is not achieved, no shares are issuable.
⁽³⁾	Represents the grant-date fair value of each equity award, calculated in accordance with Topic 718, and does not take into account estimated forfeitures. The grant-date fair value of the performance shares awarded is based on the probable outcome atof 100% target level attainment of ~~one or more~~the pre-established performance objectives and the assumptions used in the calculation of the grant-date fair value of options are set forth in Note 1614 to our Consolidated Financial Statements for the year ended December 31, ~~2021,~~2023, included in our Annual Report on Form 10-K for such fiscal year.

Back to Contents

⁽⁴⁾

Performance objectives were set for certain tranches of performance shares which were approved in prior years by our Compensation and Talent Committee and the associated grant-date fair value of those tranches has been incorporated in the table above (i.e., the performance objectives for the third subtranche of the ~~2019~~2021 revenue-based performance shares, and the second subtranche of the 2022 revenue-based performance shares for Mr. O’Day, Mr. Dickinson, Ms. Mercier and ~~Mr. Pletcher, and the second subtranche of the 2020 revenue-based performance shares for all NEOs)~~Dr. Parsey). Performance shares that had no grant date as the performance objectives had not yet been defined as of the close of the ~~2021~~2023 fiscal year, and therefore, do not have a reportable ~~2021~~2023 grant-date fair value under Topic 718 are excluded from the Summary Compensation Table and the table above (i.e., the performance objectives for the third subtranche of the ~~2020~~2022 revenue-based performance shares and the second and third subtranches of the ~~2021~~2023 revenue-based performance shares).

Because of changes in our stock price between the ~~grant~~ date ~~approved~~of the approval by our Compensation and Talent Committee and the time when the performance objectives are established, (the performance goals for the second subtranche of the 2021 revenue-based performance shares will not be set until early 2022, and the performance goals for the third subtranche will not be set until early 2023), the reported grant-date fair value of the performance shares differs from the award value approved by our Compensation and Talent Committee. ~~As a result,~~In addition, because the second and third subtranches of the 2023 revenue-based performance shares are excluded from the Summary Compensation Table and the table above, only approximately two-thirds of the value of performance shares awarded in ~~2021~~2023 is included in the ~~Summary~~two tables. The value of the relevant performance shares awarded to our NEOs is as set forth below:

	Performance Share Award Value Approved By Our Compensation and			Performance shares at Target based on Compensation and Talent Committee Approval (# of Shares)
Executive Officer	Talent Committee			Relative TSR	Revenue
Mr. O’Day		$	7,500,000	42,790	47,170
Mr. Dickinson		$	2,600,000	14,835	16,350
Ms. Mercier		$	2,600,000	14,835	16,350
Dr. Parsey		$	2,650,000	15,120	16,665
Ms. Telman		$	1,625,000	9,270	10,220


~~2022 Proxy Statement~~	67

~~Table of Contents~~

~~Executive Compensation~~

Compensation Table and the table above. Due to the Monte Carlo valuation of the relative TSR performance shares, we granted each NEO fewer relative TSR performance shares than revenue performance shares, so that the intended target grant value of performance shares to each NEO would be 50% based on relative TSR and 50% based on revenue awards. The value of the relevant performance shares awarded to our NEOs is as set forth below:

    Performance Performance shares at Target based on
Share Award Value Compensation and Talent Committee
      Approved By Our       Approval (# of Shares)
Compensation and Revenue (granted in
Executive Officer Talent Committee Relative TSR        three subtranches)
Mr. O’Day                 $ 6,750,000 42,730 52,810
Mr. Dickinson $ 2,100,000 13,290 16,430
Ms. Mercier $ 2,025,000 12,820 15,845
Dr. Parsey $ 2,125,000 13,450 16,625
Mr. Pletcher $ 1,600,000 10,130 12,520

⁽⁵⁾	Represents the ~~grant-date fair value of the 2021~~2023 revenue subtranche of performance shares awarded in ~~2019~~2021 under the 2004 Plan, as that value was measured on March 10, ~~2021,~~2023, the date on which the revenue target for that particular subtranche was first communicated to the NEOs (following approval by our Compensation and Talent Committee). Although such subtranche was part of the performance share awards originally ~~made~~granted on ~~February 6, 2019 and~~ March ~~1, 2019,~~10, 2021, no grant-date fair value could be determined for that subtranche under Topic 718 until March 10, ~~2021.~~2023.
	The ~~2019~~2021 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee similar to the description of the 2021 performance shares in footnote 7 below. Based on the terms of the awards, any shares accrued on the basis of the applicable level of Relative TSR goal attainment are also subject to a service-vesting condition that generally requires continued service with us through the date following the completion of the performance period on which our Compensation and Talent Committee certifies the Relative TSR level attained (the “Relative TSR-based Awards Certification Date”). The Relative TSR three-year performance period is from February 1, 2019 through December 31, 2021. Based on the terms of the awards, any shares accrued on the basis of the applicable level of revenue goal attainment are also subject to a service-vesting condition that requires continued service with us through the date following the completion of the third subtranche performance period on which our Compensation and Talent Committee certifies the attained level of the consolidated net product revenue goal applicable to the third subtranche (the “Revenue-based Awards Certification Date”), subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date.
⁽⁶⁾	Represents the grant-date fair value of the 2021 revenue subtranche of performance shares awarded in 2020 under the 2004 Plan, as that value was measured on March 10, 2021, the date on which the revenue target for that particular subtranche was first communicated to the NEOs (following approval by our Compensation and Talent Committee). Although such subtranche was part of the performance share awards originally made on March 10, 2020, no grant-date fair value could be determined for that subtranche under Topic 718 until March 10, 2021.
	The 2020 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee similar to the description of the 20212023 performance shares in footnote 7 below. Based on the terms of the awards, any shares accrued on the basis of the applicable level of Relative TSR goal attainment are also subject to a service-vesting condition that generally requires continued service with us through the date following the completion of the performance period on which our Compensation and Talent Committee certifies the Relative TSR level attained (the “Relative TSR-based Awards Certification Date”). The Relative TSR three-year performance period is from March 1, ~~2020~~2021 through December 31, ~~2022.~~2023. Based on the terms of the awards, any shares accrued on the basis of the applicable level of revenue goal attainment are also subject to a service-vesting condition that requires continued service with us through the date following the completion of the third subtranche performance period on which our Compensation and Talent Committee certifies the attained level of the consolidated net product revenue goal applicable to the third subtranche (the “Revenue-based Awards Certification Date”), subject to ~~certain accelerated~~pro-rata vesting ~~provisions~~ in the event of death, disability or retirement before that date.
⁽⁶⁾	Represents the 2023 revenue subtranche of performance shares awarded in 2022 under the 2004 Plan, as that value was measured on March 10, 2023, the date on which the revenue target for that particular subtranche was first communicated to the NEOs (following approval by our Compensation and Talent Committee). Although such subtranche was part of the performance share awards originally granted on March 10, 2022, no grant-date fair value could be determined for that subtranche under Topic 718 until March 10, 2023.
	The 2022 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee similar to the description of the 2023 performance shares in footnote 7 below. Based on the terms of the awards, any shares accrued on the basis of the applicable level of Relative TSR goal attainment are also subject to a ~~qualifying~~service-vesting condition that generally requires continued service with us through the date following the completion of the performance period on which our Compensation and Talent Committee certifies the Relative TSR level attained (the “Relative TSR-based Awards Certification Date”). The Relative TSR three-year performance period is from March 1, 2022 through December 31, 2024. Based on the terms of the awards, any shares accrued on the basis of the applicable level of revenue goal attainment are also subject to a service-vesting condition that requires continued service with us through the date following the completion of the third subtranche performance period on which our Compensation and Talent Committee certifies the attained level of the consolidated net product revenue goal applicable to the third subtranche (the “Revenue-based Awards Certification Date”), subject to pro-rata vesting in the event of death, disability or retirement before that date.
	Since the revenue goal for the third subtranche of the ~~2020~~2022 performance share award had not been set by our Compensation and Talent Committee as of the close of the ~~2021~~2023 fiscal year, that subtranche does not have a determinable grant-date fair value under Topic 718 for the ~~2021~~2023 fiscal year.
⁽⁷⁾	Represents the ~~grant-date fair value of the 2021~~2023 performance shares awarded on March 10, ~~2021.~~2023 under the 2022 Plan.
	The ~~2021~~2023 performance shares were divided into two equally-weighted Relative TSR and revenue tranches based on award value approved by the Compensation and Talent Committee. The performance-based vesting requirement for the Relative TSR tranche was set by our Compensation and Talent Committee on January ~~26, 2021~~24, 2023 and is tied to the percentile level of our ~~Relative~~ TSR for the three-year performance period from March 1, ~~2021~~2023 through December 31, ~~2023~~2025 relative to the ~~Relative~~ TSR realized for that same period by the companies comprising three subsets of the S&P Health Sub-Index. Based on the terms of the awards, to receive any shares of our common stock accrued pursuant to this Relative TSR tranche, an executive officer must remain employed with us through the Relative TSR-based Awards Certification Date, subject to ~~certain accelerated~~pro-rata vesting ~~provisions~~ in the event of death, disability or ~~a qualifying~~ retirement before that date.
	The performance-based vesting requirement for the revenue tranche of each performance award is divided into three equal subtranches, each with its own one-year performance period and applicable service period of one or more specified years, as follows:
	The performance-based vesting requirement for the first subtranche was the achievement of the target level of consolidated net product revenue for the ~~2021~~2023 fiscal year as set by our Compensation and Talent Committee. The grant-date fair value of that particular subtranche was measured on March 10, ~~2021,~~2023, in accordance with Topic 718. Based on the terms of the awards, any shares accrued on the basis of revenue goal attainment for this subtranche are also subject to a service-vesting condition that requires continued service through the Revenue-based Awards Certification Date.
	Since the revenue goals for the second and third subtranches of the revenue tranche of the ~~2021~~2023 performance shares had not been set by our Compensation and Talent Committee as of the close of the ~~2021~~2023 fiscal year, those subtranches do not have a determinable grant-date fair value under Topic 718 for the ~~2021~~2023 fiscal year.
⁽⁸⁾	Reflects option awards granted under our ~~2004~~2022 Plan, the terms of which are consistent with those of options granted to other employees under the ~~2004 Plan.~~Equity Incentive Plans. The options vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the optionee’s employment over the next 36 months. Subject to earlier forfeiture, the maximum term of such options ~~granted under the 2004 Plan~~ is 10 years. The exercise price per share of each option granted was equal to the closing market price of our common stock on the grant date or the closing market price on the day before the grant date if the grant date is not on a business day.
⁽⁹⁾	Represents time-based RSU awards granted under the ~~2004~~2022 Plan that vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the awardee’s employment over the next 36 months.

2024 Proxy Statement

68Back to Contents

Table of Contents
Executive Compensation
20212023 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised option award and unvested stock award held by each of our NEOs as of December 31, ~~2021.~~2023. Market values are based on our closing stock price on December ~~31, 2021~~29, 2023, the last trading day of ~~$72.61:~~2023, of $81.01:

Option Awards ⁽¹⁾ Stock Awards⁽³⁾
Name       Number of
Securities
Underlying
Unexercised
Options
Exercisable       Number of
Securities
Underlying
Unexercised
Options
Unexercisable       Option
Exercise
Price⁽²⁾       Option
Expiration
Date       Number
of Shares
or Units
of Stock
That
Have Not
Vested       Market
Value of
Shares or
Units of
Stock That
Have Not
Vested       Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested       Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
Daniel P. O’Day 159,005 72,275 $ 66.01 3/1/2029 — — — —
112,271 144,349 $ 72.34 3/10/2030 — — — —
— 307,355 $ 63.91 3/10/2031 — — — —
— — — — 19,204 ⁽⁴⁾ $ 1,394,402 — —
— — — — 1,146 ⁽⁵⁾ $ 83,211 — —
— — — — 30,300 ⁽⁶⁾ $ 2,200,083 — —
— — — — 30,300 ⁽⁷⁾ $ 2,200,083 — —
— — — — 28,800 ⁽⁸⁾ $ 2,091,168 29,820 ⁽⁹⁾          $ 2,165,230
— — — — 28,800 ⁽¹⁰⁾ $ 2,091,168 — —
— — — — 35,208 ⁽¹¹⁾ $ 2,556,453 42,730 ⁽¹²⁾ $ 3,102,625
— — — — 22,724 ⁽¹³⁾ $ 1,649,990 — —
— — — — 42,922 ⁽¹³⁾ $ 3,116,566 — —
— — — — 32,400 ⁽¹³⁾ $ 2,352,564 — —
— — — — 52,810 ⁽¹⁴⁾ $ 3,834,534 — —
Andrew D. Dickinson 65,960 — $ 72.70 12/10/2026 — — — —
43,340 — $ 72.70 8/10/2027 — — — —
18,630 — $ 73.77 11/10/2027 — — — —
17,071 1,139 $ 83.49 2/1/2028 — — — —
14,625 975 $ 80.72 3/10/2028 — — — —
53,274 7,611 $ 71.91 6/10/2028 — — — —
23,141 10,519 $ 68.75 2/6/2029 — — — —
22,080 22,080 $ 65.38 11/10/2029 — — — —
31,434 40,416 $ 72.34 3/10/2030 — — — —
— 95,620 $ 63.91 3/10/2031 — — — —
— — — — 3,073 ⁽⁴⁾ $ 223,131 — —
— — — — 157 ⁽⁵⁾ $ 11,400 — —
— — — — 4,846 ⁽⁶⁾ $ 351,868 — —
— — — — 4,846 ⁽⁷⁾ $ 351,868 — —
— — — — 8,068 ⁽⁸⁾ $ 585,817 8,350 ⁽⁹⁾ $ 606,294
— — — — 8,066 ⁽¹⁰⁾ $ 585,672 — —
— — — — 10,954 ⁽¹¹⁾ $ 795,370 13,290 ⁽¹²⁾ $ 964,987
— — — — 768 ⁽¹³⁾ $ 55,764 — —
— — — — 3,646 ⁽¹³⁾ $ 264,736 — —
— — — — 3,634 ⁽¹³⁾ $ 263,865 — —
— — — — 3,824 ⁽¹³⁾ $ 277,661 — —
— — — — 9,075 ⁽¹³⁾ $ 658,936 — —
— — — — 16,430 ⁽¹⁴⁾ $ 1,192,982 — —
Johanna Mercier 83,312 64,798 $ 66.64 7/24/2029 — — — —
31,434 40,416 $ 72.34 3/10/2030 — — —
— 92,205 $ 63.91 3/10/2031 — — — —
— — — — 8,068 ⁽⁸⁾ $ 585,817 8,350 ⁽⁹⁾ $ 606,294
— — — — 8,066 ⁽¹⁰⁾ $ 585,672 — —
— — — — 10,564 ⁽¹¹⁾ $ 767,052 12,820 ⁽¹²⁾ $ 930,860
— — — — 15,010 ⁽¹³⁾ $ 1,089,876 — —
— — — — 9,075 ⁽¹³⁾ $ 658,936 — —
— — — — 15,845 ⁽¹⁴⁾ $ 1,150,505 — —

	Option Awards⁽¹⁾				Stock Awards⁽³⁾
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price⁽²⁾	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Daniel P. O’Day	231,280	—	$66.01	3/1/2029		—			—		—			—
Daniel P. O’Day	240,581	16,039	$72.34	3/10/2030		—			—		—			—
	211,306	96,049	$63.91	3/10/2031		—			—		—			—
	174,665	224,570	$57.92	3/10/2032		—			—		—			—
	—	215,095	$79.50	3/10/2033		—			—		—			—
	—	—	—	—		35,206	⁽⁴⁾	$	2,852,038		—			—
	—	—	—	—		85,460	⁽⁵⁾	$	6,923,115		—			—
	—	—	—	—		35,206	⁽⁶⁾	$	2,852,038		—			—
	—	—	—	—		24,005	⁽⁷⁾	$	1,944,630		—			—
	—	—	—	—		43,164	⁽⁸⁾	$	3,496,716		63,200	⁽⁹⁾	$	5,119,832
	—	—	—	—		29,429	⁽¹⁰⁾	$	2,384,061		—			—
	—	—	—	—		21,441	⁽¹¹⁾	$	1,736,955		42,790	⁽¹²⁾	$	3,466,418
	—	—	—	—		10,800	⁽¹³⁾	$	874,908		—			—
	—	—	—	—		16,503	⁽¹⁴⁾	$	1,336,908		—			—
	—	—	—	—		36,419	⁽¹⁴⁾	$	2,950,303		—			—
	—	—	—	—		47,170	⁽¹⁵⁾	$	3,821,242		—			—
Andrew D. Dickinson	65,960	—	$72.70	12/10/2026		—			—		—			—
Andrew D. Dickinson	43,340	—	$72.70	8/10/2027		—			—		—			—
	18,630	—	$73.77	11/10/2027		—			—		—			—
	18,210	—	$83.49	2/1/2028		—			—		—			—
	15,600	—	$80.72	3/10/2028		—			—		—			—
	60,885	—	$71.91	6/10/2028		—			—		—			—
	33,660	—	$68.75	2/6/2029		—			—		—			—
	44,160	—	$65.38	11/10/2029		—			—		—			—
	67,359	4,491	$72.34	3/10/2030		—			—		—			—
	65,738	29,882	$63.91	3/10/2031		—			—		—			—
	68,701	88,329	$57.92	3/10/2032		—			—		—			—
	—	74,565	$79.50	3/10/2033		—			—		—			—
	—	—	—	—		10,954	⁽⁴⁾	$	887,384		—			—
	—	—	—	—		26,580	⁽⁵⁾	$	2,153,246		—			—
	—	—	—	—		10,954	⁽⁶⁾	$	887,384		—			—
	—	—	—	—		7,467	⁽⁷⁾	$	604,908		—			—
	—	—	—	—		16,978	⁽⁸⁾	$	1,375,388		24,860	⁽⁹⁾	$	2,013,909
	—	—	—	—		11,574	⁽¹⁰⁾	$	937,629		—			—
	—	—	—	—		7,432	⁽¹¹⁾	$	602,036		14,835	⁽¹²⁾	$	1,201,783
	—	—	—	—		3,025	⁽¹³⁾	$	245,055		—			—
	—	—	—	—		5,135	⁽¹⁴⁾	$	415,986		—			—
	—	—	—	—		14,324	⁽¹⁴⁾	$	1,160,387		—			—
	—	—	—	—		16,350	⁽¹⁵⁾	$	1,324,514		—			—
	—	—	—	—		—			—		—			—


~~2022 Proxy Statement~~	69

~~Table of Contents~~

~~Executive Compensation~~

Merdad V. Parsey M.D., Ph.D. 44,157 44,158 $ 65.38 11/10/2029 — — — —
35,927 46,193 $ 72.34 3/10/2030 — — — —
— 96,760 $ 63.91 3/10/2031 — — — —
— — — — 9,214 ⁽⁸⁾ $ 669,029 9,540 ⁽⁹⁾ $ 692,699
— — — — 9,214 ⁽¹⁰⁾ $ 669,029 — —
— — — — 11,084 ⁽¹¹⁾ $ 804,809 13,450 ⁽¹²⁾ $ 976,605
— — — — 5,099 ⁽¹³⁾ $ 370,238 — —
— — — — 10,365 ⁽¹³⁾ $ 752,603 — —
— — — — 16,625 ⁽¹⁴⁾ $ 1,207,141 — —
Brett A. Pletcher 25,780 — $ 80.65 2/1/2024 — — — —
23,460 — $ 104.83 2/1/2025 — — — —
14,830 — $ 116.58 8/10/2025 — — — —
53,590 — $ 84.05 2/1/2026 — — — —
73,480 — $ 72.25 2/2/2027 — — — —
64,875 4,325 $ 83.49 2/1/2028 — — — —
34,705 15,775 $ 68.75 2/6/2029 — — — —
26,946 34,644 $ 72.34 3/10/2030 — — — —
— 72,855 $ 63.91 3/10/2031 — — — —
— — — — 4,610 ⁽⁴⁾ $ 334,732 — —
— — — — 235 ⁽⁵⁾ $ 17,063 — —
— — — — 7,274 ⁽⁶⁾ $ 528,165 — —
— — — — 7,272 ⁽⁷⁾ $ 528,020 — —
— — — — 6,914 ⁽⁸⁾ $ 502,026 7,610 ⁽⁹⁾ $ 519,888
— — — — 6,914 ⁽¹⁰⁾ $ 502,026 — —
— — — — 8,348 ⁽¹¹⁾ $ 606,148 10,130 ⁽¹²⁾ $ 735,539
— — — 5,454 ⁽¹³⁾ $ 396,015 — —
— — — — 7,777 ⁽¹³⁾ $ 564,688 — —
— — — — 12,520 ⁽¹⁴⁾ $ 909,077 — —

Back to Contents

	Option Awards⁽¹⁾				Stock Awards⁽³⁾
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price⁽²⁾	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Johanna Mercier	148,110	—	$66.64	7/24/2029		—			—		—			—
Johanna Mercier	67,359	4,491	$72.34	3/10/2030		—			—		—			—
	63,391	28,814	$63.91	3/10/2031		—			—		—			—
	75,106	96,564	$57.92	3/10/2032		—			—		—			—
	—	74,565	$79.50	3/10/2033		—			—		—			—
	—	—	—	—		10,562	⁽⁴⁾	$	855,628		—			—
	—	—	—	—		25,640	⁽⁵⁾	$	2,077,096		—			—
	—	—	—	—		10,564	⁽⁶⁾	$	855,790		—			—
	—	—	—	—		7,203	⁽⁷⁾	$	583,477		—			—
	—	—	—	—		18,560	⁽⁸⁾	$	1,503,546		27,170	⁽⁹⁾	$	2,201,042
	—	—	—	—		12,654	⁽¹⁰⁾	$	1,025,117		—			—
	—	—	—	—		7,432	⁽¹¹⁾	$	602,036		14,835	⁽¹²⁾	$	1,201,783
	—	—	—	—		3,025	⁽¹³⁾	$	245,055		—			—
	—	—	—	—		4,952	⁽¹⁴⁾	$	401,162		—			—
	—	—	—	—		15,660	⁽¹⁴⁾	$	1,268,617		—			—
	—	—	—	—		16,350	⁽¹⁵⁾	$	1,324,514		—			—
Merdad V. Parsey M.D., Ph.D.	88,315	—	$65.38	11/10/2029		—			—		—			—
	76,987	5,133	$72.34	3/10/2030		—			—		—			—
	66,522	30,238	$63.91	3/10/2031		—			—		—			—
	75,106	96,564	$57.92	3/10/2032		—			—		—			—
	—	76,000	$79.50	3/10/2033		—			—		—			—
	—	—	—	—		11,082	⁽⁴⁾	$	897,753		—			—
						26,900	⁽⁵⁾	$	2,179,169		—			—
	—	—	—	—		11,084	⁽⁶⁾	$	897,915		—			—
	—	—	—	—		7,557	⁽⁷⁾	$	612,198		—			—
	—	—	—	—		18,560	⁽⁸⁾	$	1,503,546		27,170	⁽⁹⁾	$	2,201,042
	—	—	—	—		12,654	⁽¹⁰⁾	$	1,025,117		—			—
	—	—	—	—		7,575	⁽¹¹⁾	$	613,634		15,120	⁽¹²⁾	$	1,224,871
	—	—	—	—		3,455	⁽¹³⁾	$	279,890		—			—
	—	—	—	—		5,195	⁽¹⁴⁾	$	420,847		—			—
	—	—	—	—		15,660	⁽¹⁴⁾	$	1,268,617		—			—
						16,665	⁽¹⁵⁾	$	1,350,032		—			—
Deborah H. Telman	15,193	33,427	$60.75	7/25/2032		—			—		—			—
Deborah H. Telman	—	46,605	$79.50	3/10/2033		—			—		—			—
	—	—	—	—		4,646	⁽¹¹⁾	$	376,355		9,270	⁽¹²⁾		750,963
	—	—	—	—		5,658	⁽¹⁵⁾	$	458,355		—			—
	—	—	—	—		16,459	⁽¹⁶⁾	$	1,333,344		—			—
	—	—	—	—		10,220	⁽¹⁵⁾	$	827,922		—			—

⁽¹⁾	The options granted under the ~~2004 Plan~~Equity Incentive Plans vest over a four-year period at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the optionee’s employment. Each option is exercisable over a period not to exceed the contractual term of ten years from the grant date.
⁽²⁾	The exercise price per share of each option granted was equal to the closing market price of our common stock on the grant date or the closing market price on the day before the grant date if the grant date was not a trading day.
⁽³⁾	Stock awards granted under the ~~2004 Plan~~Equity Incentive Plans accrue forfeitable dividend equivalents that are subject to the same vesting and other terms and conditions as the corresponding stock awards. Dividend equivalents are accumulated and paid in cash when and to the extent that the underlying shares vest.
⁽⁴⁾	Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the ~~2019~~2021 performance shares, as described in footnote 5 to the ~~2021~~2023 Grants of Plan-Based Awards table on page ~~67,~~70, based on attainment of the applicable revenue goal at the ~~126.7%~~200% of the target level. The shares ~~were released on January 26, 2022.~~are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date.

2024 Proxy Statement

Back to Contents

⁽⁵⁾	Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the ~~2019~~2021 performance shares, as described in footnote 5 to the ~~2021~~2023 Grants of Plan-Based Awards table on page ~~67,~~70, based on attainment of the relative TSR goal at ~~2.5%~~200% of the target level. The shares were released on January ~~26, 2022~~31, 2024.
⁽⁶⁾	Represents the number of shares of our common stock that have accrued under the second revenue subtranche of the ~~2019~~2021 performance shares, as described in footnote 5 to the ~~2021~~2023 Grants of Plan-Based Awards table on page ~~67, based on attainment of the applicable revenue goal at the 200% of the target level. The shares were released on January 26, 2022.~~
⁽⁷⁾	Represents the number of shares of our common stock that have accrued under the third revenue subtranche of the 2019 performance shares, as described in footnote 5 to the 2021 Grants of Plan-Based Awards table on page 67, based on attainment of the applicable revenue goal at the 200% of the target level. The shares were released on January 26, 2022.
⁽⁸⁾	Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the 2020 performance shares, as described in footnote 6 to the 2021 Grants of Plan-Based Awards table on page 67,70, based on attainment of the applicable revenue goal at the 200% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date.
⁽⁹⁾⁽⁷⁾	Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the 2020 performance shares, as described in footnote 6 to the 2021 Grants of Plan-Based Awards table on page 67, assuming the established performance goal is attained at the target level.
⁽¹⁰⁾	Represents the number of shares of our common stock that have accrued under the ~~second~~third revenue subtranche of the ~~2020~~2021 performance shares, as described in footnote 5 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at 136% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date. The shares were released on January 31, 2024.
⁽⁸⁾	Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the 2022 performance shares, as described in footnote 6 to the ~~2021~~2023 Grants of Plan-Based Awards table on page ~~67,~~70, based on attainment of the applicable revenue goal at the 200% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date.
^(11)(9)	Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the 2022 performance shares, as described in footnote 6 to the 2023 Grants of Plan-Based Awards table on page 70, assuming the established performance goal is attained at the target level.
⁽¹⁰⁾	Represents the number of shares of our common stock that have accrued under the ~~first~~second revenue subtranche of the ~~2021~~2022 performance shares, as described in footnote 76 to the ~~2021~~2023 Grants of Plan-Based Awards table on page ~~67,~~70, based on attainment of the applicable revenue goal at ~~the 200%~~136% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date.
⁽¹¹⁾	Represents the number of shares of our common stock that have accrued under the first revenue subtranche of the 2023 performance shares, as described in footnote 7 to the 2023 Grants of Plan-Based Awards table on page 70, based on attainment of the applicable revenue goal at 136% of the target level. The shares are now subject only to a service-vesting condition that requires continued service through certification by our Compensation and Talent Committee, subject to certain accelerated vesting provisions in the event of death, disability or a qualifying retirement before that date.
⁽¹²⁾	Represents the number of shares of our common stock that will vest and become issuable pursuant to the Relative TSR tranche of the ~~2021~~2023 performance shares, as described in footnote 7 to the ~~2021~~2023 Grants of Plan-Based Awards table on page ~~67,~~70, assuming the established performance goal is attained at the target level.
⁽¹³⁾	Represents time-based RSU awards under the 2004 Plan that vest at the rate of 25% on the first anniversary of the grant date and 25% on each subsequent ~~grant date~~anniversary during the awardee’s employment over the next 3 years.
⁽¹⁴⁾	Represents time-based RSU awards under the 2004 Plan that vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the awardee’s employment over the next 36 months.
⁽¹⁵⁾	Represents time-based RSU awards under the 2022 Plan that vest at the rate of 25% on the first anniversary of the grant date and 6.25% each quarter thereafter during the awardee’s employment over the next 36 months.
⁽¹⁶⁾	Represents time-based RSU awards under the 2022 Plan that vest at the rate of 33% on the first anniversary of the grant date and 33% on each subsequent anniversary during the awardee’s employment over the next 2 years.

70Back to Contents

Table of Contents
Executive Compensation
20212023 Option Exercises and Stock Vested

The following table shows the number of shares acquired upon the vesting of RSUs and performance shares for each of our NEOs during the year ended December 31, ~~2021.~~2023. None of our NEOs exercised any stock options during the year ended December 31, ~~2021.~~2023.

Stock Awards
Name Number of Shares
Acquired on Vesting Value Realized
on Vesting⁽¹⁾
Daniel P. O’Day 65,086 $ 4,080,932
Andrew D. Dickinson 14,112 $ 944,514
Johanna Mercier 10,530 $ 711,323
Merdad V. Parsey, M.D., Ph.D. 8,555 $ 564,141
Brett A. Pletcher 18,768 $ 1,249,392

	Stock Awards
Name	Number of Shares Acquired on Vesting		Value Realized on Vesting⁽¹⁾
Daniel P. O’Day		200,338	$	16,506,156
Andrew D. Dickinson		60,272	$	4,956,189
Johanna Mercier		64,941	$	5,307,348
Merdad V. Parsey, M.D., Ph.D.		63,506	$	5,231,423
Deborah H. Telman		10,803	$	834,912

⁽¹⁾	Stock awards value realized is determined by multiplying (i) the closing market price of our common stock on the vesting date by (ii) the number of shares of common stock that vested on that date.

20212023 Nonqualified Deferred Compensation

The following table shows the contributions, earnings and account balances as of ~~2021~~2023 fiscal year end for our NEOs under our Deferred Compensation Plan:

Name       Executive
Contributions
in Last
Fiscal Year       Company
Contributions
in Last
Fiscal Year       Aggregate
Earnings in
Last Fiscal
Year⁽¹⁾        Aggregate
Withdrawals/
Distributions        Aggregate
Balance at
Last
Fiscal Year-
End
Daniel P. O’Day           $ —            $ 750,000 ⁽²⁾   $ 256,415           $ —     $ 1,909,314 ⁽²⁾
Andrew D. Dickinson $ — $ — $ — $ — $ —
Johanna Mercier $ — $ — $ — $ — $ —
Merdad V. Parsey, M.D., Ph.D. $ 857,181 ⁽³⁾ $ — $ 37,758 $ — $ 1,201,919 ⁽³⁾
Brett A. Pletcher $ — $ — $ 329,452 $ 594,883 $ 5,224,909

Name	Executive Contributions in Last Fiscal Year			Company Contributions in Last Fiscal Year			Aggregate Earnings in Last Fiscal Year⁽¹⁾		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year-End
Daniel P. O’Day	$	—		$	750,000	⁽²⁾	$	563,100	$	—	$	4,359,234	⁽²⁾
Andrew D. Dickinson	$	105,240	⁽³⁾	$	—		$	11,495	$	—	$	116,735
Johanna Mercier	$	—		$	—		$	—	$	—	$	—
Merdad V. Parsey, M.D., Ph.D.	$	198,655	⁽⁴⁾	$	—		$	98,973	$	—	$	1,887,687	⁽⁴⁾
Deborah H. Telman	$	93,687	⁽³⁾	$	—		$	11,305	$	—	$	104,991

⁽¹⁾	The reported amount corresponds to a composite of the actual market earnings on a group of investment funds selected by the applicable NEOs for purposes of tracking the notional investment return on his or her balance for the ~~2021~~2023 fiscal year.
⁽²⁾	~~Includes~~Represents $750,000 of deferred other compensation reported as “All Other Compensation” ~~for such individual~~ in the ~~2021~~2023 Summary Compensation Table and ~~$750,000 reported as~~ “All Other Compensation” of $3,111,548 reported in prior year Summary Compensation Tables.
⁽³⁾	Includes ~~$845,642~~(i) $105,240 for Mr. Dickinson and (ii) $93,687 for Ms. Telman, which reflects deferred salary reported as salary for such individual in the 2023 Summary Compensation Table.
⁽⁴⁾	Represents $198,655 for Dr. Parsey of deferred annual incentive plan amount reported as “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table and deferred salary and annual incentive plan amounts ~~reported for such individual in the 2021 Summary Compensation Table, $11,539~~ of 2020 deferred salary compensation contributed to the Deferred Compensation Plan in early 2021 and reported for such individual in the 2020 Summary Compensation Table, and deferred salary compensation of $300,000$1,649,698 reported in prior year Summary Compensation Tables.

2024 Proxy Statement

~~2022 Proxy Statement~~Back to Contents

Table of Contents
Executive Compensation
20212023 Potential Payments Upon Involuntary Termination or Change in Control Termination

Executive Benefits and Payments Upon Separation	Involuntary Termination Without Cause or Resignation for Good Reason⁽¹⁾Without a Change in Control			Involuntary Termination Without Cause or Resignation For Good Reason Within Change in Control Protection Period			Death/ Disability			Involuntary Termination Without Cause or Resignation for Good Reason⁽¹⁾Without a Change in Control			Involuntary Termination Without Cause or Resignation For Good Reason Within Change in Control Protection Period			Death/Disability
Daniel P. O’Day
Cash severance	$	11,133,390		$	16,700,085		$	—		$	12,084,040		$	18,126,060		$	—
Pro-rata bonus	$	3,446,190	⁽²⁾	$	3,916,695	⁽²⁾	$	—		$	4,036,200	⁽²⁾	$	4,292,020	⁽²⁾	$	—
Equity award vesting acceleration	$	11,121,351	⁽³⁾	$	37,924,423	⁽³⁾	$	16,822,867	⁽³⁾		—	⁽³⁾	$	51,346,491	⁽³⁾	$	51,346,491	⁽³⁾
Benefits and perquisites:
Lump sum to cover COBRA costs	$	48,571		$	72,857		$	—		$	41,658		$	62,487		$	—
Outplacement services	$	14,500		$	14,500		$	—		$	10,950		$	10,950		$	—
Deferred Compensation Plan contribution	$	2,250,000		$	2,250,000		$	2,250,000		$	750,000		$	750,000		$	750,000
Total	$	28,014,002		$	60,878,560		$	19,072,867		$	16,922,848		$	74,588,008		$	52,096,491
Andrew D. Dickinson
Cash severance	$	2,690,835		$	5,503,963		$	—		$	3,303,208		$	6,935,519		$	—
Pro-rata bonus	$	1,558,751	⁽²⁾	$	1,223,085	⁽²⁾	$	—		$	1,574,304	⁽²⁾	$	1,716,208	⁽²⁾	$	—
Equity award vesting acceleration		—	⁽³⁾	$	9,372,314	⁽³⁾	$	2,554,185	⁽³⁾	$	—	⁽³⁾	$	18,082,258	⁽³⁾	$	18,082,258	⁽³⁾
Benefits and perquisites:
Lump sum to cover COBRA costs	$	51,107		$	85,178		$	—		$	57,714		$	96,190		$	—
Outplacement services	$	5,250		$	5,250		$	—		$	7,950		$	7,950		$	—
Total	$	4,305,943		$	16,189,790		$	2,554,185		$	4,943,176		$	26,838,125		$	18,082,258
Johanna Mercier
Cash severance	$	2,898,775		$	5,927,250		$	—		$	3,427,277		$	7,168,193		$	—
Pro-rata bonus	$	1,557,231	⁽²⁾	$	1,315,150	⁽²⁾	$	—		$	1,805,440	⁽²⁾	$	1,747,277	⁽²⁾	$	—
Equity award vesting acceleration	$	—	⁽³⁾	$	8,359,321	⁽³⁾	$	1,605,155	⁽³⁾	$	—	⁽³⁾	$	18,653,556	⁽³⁾	$	18,653,556	⁽³⁾
Benefits and perquisites:
Lump sum to cover COBRA costs	$	41,236		$	68,727		$	—		$	47,057		$	78,428		$	—
Outplacement services	$	5,250		$	5,250		$	—		$	7,950		$	7,950		$	—
Total	$	4,502,492		$	15,675,698		$	1,605,155		$	5,287,724		$	27,655,404		$	18,653,556
Merdad V. Parsey, M.D., Ph.D.
Cash severance	$	3,339,000		$	7,060,000		$	—		$	3,478,114		$	7,302,785		$	—
Pro-rata bonus	$	1,640,790	⁽²⁾	$	1,030,000	⁽²⁾	$	—		$	1,657,632	⁽²⁾	$	1,807,114	⁽²⁾	$	—
Equity award vesting acceleration	$	—	⁽³⁾	$	1,794,000	⁽³⁾	$	1,784,257	⁽³⁾	$	—	⁽³⁾	$	19,032,420	⁽³⁾	$	19,032,420	⁽³⁾
Benefits and perquisites:
Lump sum to cover COBRA costs	$	41,707		$	69,512		$	—		$	46,592		$	77,654		$	—
Outplacement services	$	5,250		$	5,250		$	—		$	7,950		$	7,950		$	—
Total	$	5,026,747		$	9,958,762		$	1,784,257		$	5,190,288		$	28,227,923		$	19,032,420
Brett A. Pletcher
Deborah H. Telman
Cash severance	$	2,776,573		$	5,718,308		$	—		$	1,954,048		$	3,703,870		$	—
Pro-rata bonus	$	1,443,288	⁽²⁾	$	1,308,823	⁽²⁾	$	—		$	1,288,980	⁽²⁾	$	536,548	⁽²⁾	$	—
Equity award vesting acceleration	$	—	⁽³⁾	$	8,063,280	⁽³⁾	$	2,748,491	⁽³⁾	$	2,468,929	⁽³⁾	$	5,046,464	⁽³⁾	$	5,046,464	⁽³⁾
Benefits and perquisites:
Lump sum to cover COBRA costs	$	36,429		$	60,714		$	—		$	36,230		$	60,384		$	—
Outplacement services	$	5,250		$	5,250		$	—		$	7,950		$	7,950		$	—
Total	$	4,261,540		$	15,156,375		$	2,748,491		$	5,756,137		$	9,355,216		$	5,046,464

⁽¹⁾	Per the terms of his offer letter, all such amounts are also payable to Mr. O’Day in the event of his resignation for Good Reason. The other ~~named executive officers~~Named Executive Officers are also entitled to all listed amounts other than the Equity award vesting acceleration on a resignation following a required relocation, without consent, to a new work location that is more than 50 miles from ~~his or her~~the executive’s previous work location under the Severance Plan.
⁽²⁾	Amount reflects the pro-rated amount of the bonus payable for the year of termination based on ~~2021~~2023 actual performance pursuant to the Severance Plan (as amended and restated May 5, 2020) in the event of a termination outside the context of a change in control, and a pro-rated annual bonus for year of termination based on the average bonus paid over the prior three years (or such fewer number of complete fiscal years of ~~employment)~~employment or target bonus if employment is less than one fiscal year) in the context of a termination within the change in control protection period.
⁽³⁾	Amount reflects ~~$72.61~~$81.01 (our closing stock price on December ~~31, 2021)~~29, 2023, the last trading day of 2023) multiplied by the number of shares covered by each accelerating ~~award. All out-of-the money unvested~~award and for stock options, ~~as of December 31,~~less the applicable exercise price. The 2021 ~~are not reflected. The 2019~~ relative TSR performance shares reflect payout at ~~2.5%~~200% of target. The ~~2019~~2021 revenue-based performance shares reflect payout at ~~175.6%~~178% of target ~~(126.7%~~(200% for first subtranche, 200% for second subtranche, ~~200%~~136% for third subtranche). The ~~2020~~2022 relative TSR performance shares assume payout at 100% of target. The ~~2020~~2022 revenue-based performance shares ~~assume only~~reflect payout at 145% of target (200% for the first subtranche, ~~and~~136% for the second subtranche, ~~are outstanding (per award agreement terms) with payout at 200% of target~~100% for ~~first subtranche and 200% of target for second subtranche.~~the third subtranche). The ~~2021~~2023 relative TSR performance shares assume payout at 100% of target. The ~~2021~~2023 revenue-based performance shares ~~assume only~~reflect payout at 112% of target (136% for the first subtranche, 100% for the second subtranche, 100% for the third subtranche).

Back to Contents

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information regarding our pay for performance philosophy and how we align executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” on page 45.

									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for Mr. O’Day⁽¹⁾		Compensation Actually Paid to Mr. O’Day⁽²⁾		Average Summary Compensation Table Total for Other NEOs⁽³⁾		Average Compensation Actually Paid to Other NEOs⁽⁴⁾		Total Shareholder Return⁽⁵⁾		Peer Group Total Shareholder Return⁽⁶⁾		Net Income (in millions)⁽⁷⁾		Net Product Revenue (in millions)⁽⁸⁾
2023	$	22,607,690	$	15,483,783	$	7,588,163	$	5,469,137	$	147	$	119	$	5,613	$	26,934
2022	$	21,621,253	$	54,965,255	$	7,874,828	$	18,182,586	$	150	$	114	$	4,566	$	26,982
2021	$	19,229,466	$	31,485,348	$	6,279,776	$	9,693,178	$	121	$	126	$	6,201	$	27,008
2020	$	18,998,095	$	16,117,322	$	6,616,768	$	6,126,435	$	93	$	126	$	89	$	24,355

⁽¹⁾

The dollar amounts reported are ~~outstanding (per award agreement terms)~~the amounts reported in the “Total” column of the Summary Compensation Table for our Chairman and Chief Executive Officer, Mr. O’Day.

⁽²⁾

The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with ~~payout at 200%~~SEC rules, for Mr. O’Day. The dollar amounts do not reflect the actual amount of ~~target.~~compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

⁽³⁾

The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Deborah H. Telman; and (ii) for 2021 and 2020, Andrew D. Dickinson, Johanna Mercier, Merdad V. Parsey and Brett A. Pletcher.

72⁽⁴⁾

The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs identified in footnote 3, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to any NEO during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the compensation actually paid:

⁽⁵⁾	Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of each year shown and the beginning of the measurement period by our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.
⁽⁶⁾	The peer group used for this purpose is the Nasdaq Biotechnology Index.
⁽⁷⁾	The dollar amounts reported represent the amount of net income reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Included in our net income for 2020 was a $4.5 billion charge to acquired in-process research and development (“IPR&D”) expense recorded in connection with our acquisition of Forty Seven, Inc. Our 2022 net income included a $2.7 billion partial impairment charge related to certain IPR&D assets acquired from Immunomedics, Inc.
⁽⁸⁾	The dollar amounts reported represent the amount of net product sales revenue reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Total full year 2023 product sales of $26.9 billion were relatively flat compared to the same period in 2022, with lower Veklury sales largely offset by higher HIV and Oncology sales. Total product sales, excluding Veklury, increased 7% to $24.7 billion in the full year 2023 compared to 2022, primarily driven by higher HIV and Oncology sales.

~~Table of Contents~~

~~Executive Compensation~~

~~CEO Pay Ratio~~

~~We present below the ratio of annual total compensation of our median compensated employee to the annualized total compensation of Mr. O’Day.~~

~~For 2021, in identifying such median compensated employee, we applied the following steps:~~

●⁽¹⁾	~~We identified~~The dollar amounts reported are the amounts reported in the “Total” column of the Summary Compensation Table for our ~~median compensated employee from~~Chairman and Chief Executive Officer, Mr. O’Day.

⁽²⁾

The dollar amounts reported represent the ~~13,857 full-time~~amount of “compensation actually paid”, as computed in accordance with SEC rules, for Mr. O’Day. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

Year	Summary Compensation Table Total for Mr. O’Day		Less: Summary Compensation Table Reported Value of Equity Awards^(a)		Plus: Equity Award Adjustments^(b)		Equals: Compensation Actually Paid to Mr. O’Day
2023	$	22,607,690	$	15,615,056	$	8,491,149	$	15,483,783
2022	$	21,621,253	$	14,353,915	$	47,697,917	$	54,965,255
2021	$	19,229,466	$	13,139,064	$	25,394,946	$	31,485,348
2020	$	18,998,095	$	11,513,097	$	8,632,324	$	16,117,322

	^(a)	Represents the aggregate grant-date fair value of equity awards as reported in the “Stock Awards” and ~~part-time workers who were included as employees on our payroll records as of October 1, 2021 based on year-to-date base salary, incentive, commissions and equity, with conforming adjustments~~“Option Awards” columns in the Summary Compensation Table for ~~employees who were hired during that period but did not work~~ the ~~full nine months.~~applicable year.

●^(b)	~~We then excluded employees~~The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the ~~median who had anomalous~~time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Equity Awards Granted during the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Value of Dividend Equivalents Accrued or Other Earnings Paid on Stock Awards Not Otherwise Reflected in Fair Value		Total Equity Award Adjustments
2023	$	12,525,814	$	(2,481,113)	$	(2,859,625)	$	1,306,073	$	8,491,149
2022	$	34,153,918	$	14,183,571	$	(1,966,582)	$	1,327,010	$	47,697,917
2021	$	17,162,219	$	6,011,125	$	707,262	$	1,514,340	$	25,394,946
2020	$	8,885,442	$	(1,693,496)	$	409,911	$	1,030,467	$	8,632,324

⁽³⁾

⁽⁴⁾

The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs identified in footnote 3, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation ~~characteristics~~earned by or paid to any NEO during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs for each year to determine the ~~median compensated employee.~~compensation actually paid:

The 2021 total compensation for Mr. O’Day was $19,229,466. The 2021 annual total compensation as determined under Item 402 of Regulation S-K for our median compensated employee was $211,687. The ratio of Mr. O’Day’s total compensation to our median compensated employee’s total annual compensation for fiscal year 2021 is 91 to 1.

Year	Average Reported Summary Compensation Table Total for Other NEOs		Less: Summary Compensation Table Average Reported Value of Equity Awards		Plus: Average Equity Award Adjustments^(a)		Equals: Average Compensation Actually Paid to Other NEOs
2023	$	7,588,163	$	4,809,225	$	2,690,199	$	5,469,137
2022	$	7,874,828	$	4,961,052	$	15,268,810	$	18,182,586
2021	$	6,279,776	$	3,625,534	$	7,038,936	$	9,693,178
2020	$	6,616,768	$	3,087,064	$	2,596,731	$	6,126,435

~~2022~~2024 Proxy Statement

7377

Back to Contents

^(a)

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

~~Table of Contents~~

Year	Average Year End Fair Value of Equity Awards Granted During the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year		Average Value of Dividend Equivalents Accrued or Other Earnings Paid on Stock Awards Not Otherwise Reflected in Fair Value		Total Average Equity Award Adjustments
2023	$	3,955,902	$	(789,322)	$	(879,498)	$	403,117	$	2,690,199
2022	$	11,751,514	$	3,365,229	$	(289,102)	$	441,169	$	15,268,810
2021	$	4,989,853	$	1,461,574	$	271,571	$	315,938	$	7,038,936
2020	$	2,488,166	$	(365,446)	$	269,145	$	204,866	$	2,596,731

~~Equity Incentive Plan~~

⁽⁵⁾

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of each year shown and the beginning of the measurement period by our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.

⁽⁶⁾	The peer group used for this purpose is the Nasdaq Biotechnology Index.

⁽⁷⁾

The dollar amounts reported represent the amount of net income reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Included in our net income for 2020 was a $4.5 billion charge to acquired in-process research and development (“IPR&D”) expense recorded in connection with our acquisition of Forty Seven, Inc. Our 2022 net income included a $2.7 billion partial impairment charge related to certain IPR&D assets acquired from Immunomedics, Inc.

⁽⁸⁾

The dollar amounts reported represent the amount of net product sales revenue reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable year. Total full year 2023 product sales of $26.9 billion were relatively flat compared to the same period in 2022, with lower Veklury sales largely offset by higher HIV and Oncology sales. Total product sales, excluding Veklury, increased 7% to $24.7 billion in the full year 2023 compared to 2022, primarily driven by higher HIV and Oncology sales.

Financial Performance Measures

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis” on page 45, our executive compensation program reflects a pay-for-performance philosophy, with a focus not only on the successful progression of research programs, clinical trials and the launch of new products but also on performance across a range of shorter-term metrics that advance our long-term strategy and longer-term value creation for our stockholders. The metrics that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our company for our stockholders. As required by Item 402(v), the most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

	a.	Net Product Revenue
	b.	Relative TSR
	c.	Non-GAAP Operating Income

Analysis of the Information Presented in the Pay versus Performance Table

While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table on page 77. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Back to Contents

Compensation Actually Paid Versus TSR 2020 – 2023

Compensation Actually Paid Versus Net Income 2020 – 2023

Compensation Actually Paid Versus Net Revenue 2020 – 2023

2024 Proxy Statement

Back to Contents

Charter Amendment Proposal

PROPOSAL 4

Approval of an Amendment to Our Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

Our Board has unanimously approved and declared advisable, and recommends that our stockholders adopt, a proposed amendment to our Restated Certificate of Incorporation (the “Certificate”) to reflect new Delaware law provisions regarding officer exculpation under Section 102(b)(7) of the ~~Gilead Sciences, Inc.~~
~~2022 Equity Incentive Plan~~Delaware General Corporation Law (the “DGCL”).

Paragraph (A) of Article IV of our Certificate presently provides for the elimination of monetary liability of directors in certain circumstances pursuant to, and consistent with, DGCL Section 102(b)(7).

Prior to 2022, the DGCL did not allow for similar elimination or limitation of officers’ personal liability. Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit corporations to eliminate or limit the liability of certain senior corporate officers, in addition to directors, in certain limited circumstances. The new Delaware law only permits, and, if the proposed amendment to the Certificate is adopted, our Certificate would only permit, exculpation of these officers in the case of direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, and would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by Gilead itself or for derivative claims brought by stockholders on behalf of Gilead. Furthermore, the limitation on liability would not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. As further described below, we believe this strikes a balance between stockholders’ interest in accountability and Gilead’s interest in attracting and retaining high quality officers.

The description of the proposed amendment and the applicable provisions of the DGCL contained herein are summaries and are qualified in their entirety by the text of the proposed amendment and the full text of the applicable provisions of the DGCL.

Text of Proposed Amendment

Our Certificate presently provides for the exculpation of directors, but not officers. We ~~are asking stockholders~~propose to ~~approve the Gilead Sciences, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which will replace~~amend Paragraph (A) of Article IV of our ~~2004 Equity Incentive Plan,~~Certificate so that it would state in its entirety as ~~amended and restated (the “2004 Plan”).~~ follows:

“IV.

No director or Officer (as defined below) of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability of: (i) a director or Officer for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit or (v) an Officer in any action by or in the right of the Corporation. Any amendment, repeal or elimination of this Paragraph (A) of Article IV shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment, repeal or elimination. If the Delaware General Corporation Law is amended hereafter to authorize the further elimination or limitation of liability of directors or Officers, then the liability of a director or Officer, as applicable, shall be eliminated or limited to the fullest extent authorized by the Delaware General Corporation Law, as so amended. All references in this Paragraph (A) of Article IV to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the Delaware General Corporation Law.”

Back to Contents

Factors to Consider

We believe that ~~a comprehensive equity compensation program serves~~it is appropriate to adequately protect directors and officers from the risk of financial ruin as a ~~necessary~~result of an unintentional misstep. The nature of the role of directors and ~~powerful tool~~officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting the personal risk to our officers in addition to the existing limitation for directors would empower our officers to best exercise their business judgment in furtherance of stockholder interests. We believe that our directors and officers will best serve Gilead if they feel protected in carrying out their duties and exercising judgment without fearing litigation for unintended mistakes, or being second guessed.

We believe our peers will adopt similar exculpation clauses limiting the personal liability of officers in their certificates of incorporation, and failing to adopt the proposed amendment could impact our ability to recruit and retain exceptional officers. In the absence of such protection, qualified officers might be deterred from serving due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. In particular, in its consideration of the proposed amendment, our Board took into account the narrow class and type of claims for which such officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of Gilead officers that would be impacted and the benefits our Board believes would accrue to Gilead by providing exculpation in accordance with DGCL Section 102(b)(7), including, without limitation, the ability to attract and retain key officers and ~~incentivize individuals essential~~the potential to reduce litigation costs associated with frivolous lawsuits.

Our Board balanced these considerations with Gilead’s existing corporate governance practices and unanimously determined that it is advisable and in the best interests of Gilead and its stockholders to amend Paragraph (A) of Section IV of our Certificate to adopt amended DGCL Section 102(b)(7) and extend exculpation protection to our ~~success and accordingly benefits all of~~officers in addition to our ~~stockholders by allowing us to retain individuals who are expected to make significant contributions~~directors.

For the reasons stated above, on February 1, 2024, our Board unanimously determined that the proposed amendment to the ~~creation~~Certificate is advisable and in the best interests of ~~stockholder value.~~ Gilead and its stockholders, authorized and approved the proposed amendment and directed that it be considered at the Annual Meeting. Our Board believes the proposed amendment to the Certificate would better position our officers to exercise their business judgment in furtherance of the interests of Gilead’s stockholders without the potential for distraction posed by the risk of personal liability. Additionally, the proposed amendment would align the protections for our officers with those protections currently afforded to our directors, to the extent permitted under Delaware law.

Timing and Effect of the Proposed Amendment to the Certificate

If the ~~2022 Plan~~proposed amendment to the Certificate is approved by our stockholders, it will become effective on May 4, 2022 (the “Effective Date”), and no further awards will be granted under the 2004 Plan or the Forty Seven, Inc. 2018 Equity Incentive Plan, which was assumed in connection with our acquisition of Forty Seven, Inc. and subsequently amended and restated as our 2018 Equity Incentive Plan (the “2018 Plan” and togetherimmediately upon its filing with the ~~2004 Plan,~~Secretary of State of the ~~“Prior Plans”),~~State of Delaware, which we expect will occur promptly after the ~~Effective Date.~~Annual Meeting.

~~Our Board Unanimously Recommends A Vote “FOR” Proposal 4.~~

~~The Share Reserve Under~~

Other than the ~~2022 Plan~~

~~The maximum number~~replacement of ~~shares authorized for issuance under~~ the ~~2022 Plan~~existing Paragraph (A) of Article IV by the proposed Paragraph (A) of Article IV, the remainder of our Certificate will remain unchanged after effectiveness of the amendment. If the proposed amendment to the Certificate is ~~132,000,000 shares, less (i) one share for every share granted under an award of options or stock appreciation rights under~~not approved by our stockholders, our Certificate will remain unchanged. In accordance with the ~~Prior Plans after February 18, 2022 and~~DGCL, our Board may elect to abandon the proposed amendment to the Certificate without further action by the stockholders at any time prior to the ~~Effective Date and (ii) 2.5 shares for every share granted under an award other than options or stock appreciation rights under~~effectiveness of its filing with the ~~Prior Plans after February 18, 2022 and prior to the Effective Date.~~

~~As part~~Secretary of our Compensation & Talent Committee’s recommendation to the Board of Directors to approve the 2022 Plan, including the total number of shares available for issuance under the plan, the Compensation & Talent Committee considered advice from management’s compensation consultant, Compensia Inc., and its independent compensation consultant, Frederic W. Cook & Co., Inc., and analyzed our historical burn rate, anticipated future equity award needs, and the dilutive impactState of the ~~2022 Plan’s share reserve. In particular, the Compensation & Talent Committee considered the following:~~State of Delaware, notwithstanding stockholder approval.

●	~~Shares Remaining Available Under the Prior Plans~~~~: As of February 18, 2022, under our prior Plans:~~
	–	~~21,408,682 full-value awards were outstanding (consisting of outstanding restricted stock units and performance share units);~~
	–	~~16,006,765 stock options were outstanding, with a weighted average exercise price of $72.40 and a weighted average remaining term of 2.00 years; and~~
	–	82,326,587 shares remained available for issuance, none of which will be available for issuance upon the Effective Date of the 2022 Plan. Any available shares issued after February 18, 2022 will reduce the share reserve under the 2022 Plan as detailed above.

As of February 18, 2022, a total of 32,031,740 shares were subject to outstanding awards under the 2004 Plan and a total of 75,865,130 shares remained available for issuance pursuant to awards that could be granted under the 2004 Plan after that date. As of February 18, 2022, a total of 5,383,897 shares were subject to outstanding awards under the 2018 Plan and a total of 6,461,457 shares remained available for issuance pursuant to awards that could be granted under the 2018 Plan after that date. The table below summarizes, as of February 18, 2022, the remaining share reserve, the number of shares subject to outstanding awards, the weighted average exercise price of those awards and the weighted average remaining contractual term of outstanding awards, in each case under the Prior Plans. All share numbers that appear in this proposal, including in the below table, reflect the two-for-one stock split of the Gilead’s common stock that was completed on January 25, 2013. On February 18, 2022, the fair market value was $61.05 per share, based on the closing sale price of our common stock on the NASDAQ Global Select Market.


74

~~Table of Contents~~

~~Equity Incentive Plan~~

	~~Shares Available~~ ~~for Future Grant~~	~~Shares Subject to Outstanding Awards~~
~~Plan~~	~~Number of~~ ~~Shares~~	~~Number of~~ ~~Shares~~	~~Weighted Average~~ ~~Exercise Price~~	~~Weighted Average~~ ~~Remaining Contractual Term~~
~~2004 Plan~~	~~75,865,130~~	~~32,031,740~~⁽¹⁾	~~$72.98~~⁽²⁾	~~1.89 years~~⁽³⁾
~~2018 Plan~~	~~6,461,457~~	~~5,383,897~~⁽⁴⁾	~~$67.28~~⁽²⁾	~~2.94 years~~⁽³⁾

⁽¹⁾	Includes 541,532 shares of our common stock subject to performance share awards (assuming target performance) that will vest and become issuable upon the attainment of the designated performance objectives. As of February 18, 2022, a total of 17,097,667 restricted stock units, 541,532 performance share units and 14,392,541 stock options were outstanding.
⁽²⁾	~~Represents the weighted average exercise price of options outstanding on February 18, 2022.~~
⁽³⁾	~~Represents the weighted average remaining contractual term of the options outstanding on February 18, 2022.~~
⁽⁴⁾	Includes 13,995 shares of our common stock subject to performance share awards (assuming target performance) that will vest and become issuable upon the attainment of the designated performance objectives. As of February 18, 2022, a total of 3,755,678 restricted stock units, 13,995 performance share units and 1,614,224 stock options were outstanding.


●	~~Historical Burn Rate~~~~: Our equity plan share usage over 2019, 2020, and 2021 represented a three-year average gross burn rate of 1.15%, as further detailed in the table below.~~

    Fiscal Year Weighted Average
Common Stock
Outstanding       Stock Options
Granted       Restricted Stock
Units Granted       Performance Share
Units Granted       Annualized
Burn Rate
2019 1,270M 2.8M 9.6M .5M 1.02%
2020 1,257M 3.3M 10.8M .3M 1.15%
2021 1,256M 3.8M 11.9M .3M 1.27%
Three-Year Average 1.15%

●

~~Dilution:~~ Dilution is commonly measured by “overhang,” which generally refers to the amount of potential dilution to current stockholders that could result from the future issuance of the shares reserved under an equity compensation plan. Overhang is typically expressed as a percentage (equal to a fraction where the numerator is the sum of the number of shares reserved but not issued under equity compensation plans plus the number of shares subject to outstanding awards and the denominator is the sum of the numerator plus the total number of shares outstanding). If the 2022 Plan is approved, our voting power dilution will be approximately 11.9% as of February 18, 2022.

~~Promotion of Good Governance Practices~~

~~We have incorporated a number of provisions in the 2022 Plan to protect stockholders and reflect corporate governance best practices, including the following:~~

●	~~No Repricing~~: The 2022 Plan prohibits the repricing of stock options and stock appreciation rights without stockholder approval, the exchange or substitution of one award for another award that has the effect of reducing the exercise or purchase price, and the cancellation or exchange of underwater awards for cash, another award or other property, except in a change in control transaction.
●	~~Minimum Vesting Requirement~~: Awards under the 2022 Plan (other than cash-based awards) will vest no earlier than the first anniversary of the date of grant, with the exception of substitute awards, shares delivered in lieu of fully-vested cash obligations, awards to non-employee directors that vest on the earlier of the first anniversary or the next annual meeting of stockholders that is at least 50 weeks after the prior annual meeting, and up to 5% of the shares reserved under the 2022 Plan.
●	~~No Dividends on Unvested Awards~~~~: The 2022 Plan provides that dividends and dividend equivalent rights may never be paid on any unvested award.~~
●	~~Limitations on Liberal Share Recycling~~~~: The 2022 Plan prohibits liberal share recycling on option and SAR awards.~~
●	~~Limit on Non-Employee Director Compensation~~: The 2022 Plan contains an annual limit on cash and equity-based compensation that may be paid or granted, whether under the 2022 Plan or otherwise, to our non-employee directors of $750,000 (or $1,000,000 if the non-employee director is serving as chairman of the Board).
●	~~Clawback Provision~~: Awards under the 2022 Plan are subject to Gilead’s clawback policy, which authorizes the recoupment of any bonus or other cash or equity compensation paid on the basis of financial results that are subsequently restated from any executive officer or other covered individual whose misconduct contributed to an obligation to file the financial restatement.
●	~~No Automatic Single Trigger Acceleration or Tax Gross-Ups~~: In the event of a change in control of Gilead, the 2022 Plan does not provide for automatic single trigger acceleration and instead provides for double trigger acceleration, where acceleration only occurs if the participant experiences an involuntary or constructive termination following the change in control event. In addition, the 2022 Plan does not provide for tax gross-ups on excise taxes resulting from excess parachute payments.
●	~~Term and Exercise Price Limits on Options and SARs~~: Options and SARs granted under the 2022 Plan are subject to a maximum term of ten years and options and stock appreciation rights may not be granted at a discount to the fair market value of our common stock on the grant date. Reload options are not permitted under the 2022 Plan.


~~2022 Proxy Statement~~	75

~~Table of Contents~~

~~Equity Incentive Plan~~

~~Plan Summary~~

The following is a summary of the key provisions of the 2022 Plan, which does not purport to be a complete description of all provisions of the 2022 Plan and is qualified in its entirety by reference to the 2022 Plan, which is attached as ~~Appendix A. Stockholders are encouraged to read the 2022 Plan in its entirety.~~

~~Plan Effective Date:~~	~~The 2022 Plan will become effective upon approval by our stockholders~~
~~Plan Termination Date:~~	~~May 4, 2032~~
~~Eligible Participants:~~	~~Employees, including executive officers, non-employee directors and consultants~~
~~Aggregate Shares Authorized for Issuance under Plan:~~	132,000,000 shares, less (i) 1 share for every share granted under an award of options or stock appreciation rights under the Prior Plans after February 18, 2022 and prior to the Effective Date and (ii) 2.5 shares for every share granted under an award other than options or stock appreciation rights under the Prior Plans after February 18, 2022 and prior to the Effective Date.
~~Shares Authorized as a Percent of Common Stock Outstanding on February 18, 2022:~~	~~10.5% (as of February 18, 2022, 1,253,886,724 shares of our common stock were outstanding)~~
~~Fungible Share Counting Provisions:~~	Shares issued pursuant to full value awards will count against the aggregate plan limit as 2.5 shares for every 1 share issued. Shares issued pursuant to options or SARs will count against such limit as 1 share for every 1 share issued.
~~Award Types~~	●	~~Incentive stock options~~	●	~~Performance shares~~
	●	~~Non-statutory stock options~~	●	~~Performance units~~
	●	~~Stock appreciation rights (“SARs”)~~	●	~~Phantom shares~~
	●	~~Restricted stock~~	●	~~Dividend equivalent rights~~
	●	~~Restricted stock units~~
~~Limits on Awards to Non-Employee Directors Per Calendar Year:~~	$750,000 annual limit on cash compensation earned by and equity awards granted (based on grant date fair value) to any non-employee director, whether provided under the 2022 Plan or otherwise, with such annual limit increased to $1,000,000 for any non-employee director serving as chairman of the Board.

~~Eligibility~~

Employees, including executive officers, non-employee directors and consultants of Gilead and its related entities are eligible to receive awards under the 2022 Plan. As of February 18, 2022, approximately 13,505 employees (including five executive officers), and eight non-employee Board members were eligible to participate in the 2022 Plan.

~~Share Reserve~~

The maximum number of shares authorized for issuance under the 2022 Plan is 132,000,000 shares, less (i) one share for every share granted under an award of options or SARs under the Prior Plans after February 18, 2022 and prior to the Effective Date and (ii) 2.5 shares for every share granted under an award other than options or SARs under the Prior Plans after February 18, 2022 and prior to the Effective Date. The maximum number of shares of common stock that may be issued from the available share reserve pursuant to incentive stock options that are granted under the 2022 Plan is 132,000,000 shares. The shares of common stock issuable under 2022 Plan may be authorized but unissued shares or shares reacquired by us, including shares repurchased on the open market.

Shares issued pursuant to full value awards under the 2022 Plan will count against the aggregate plan limit as 2.5 shares for every 1 share issued and shares issued pursuant to awards of options or SARs under the 2022 Plan will count against the aggregate plan limit as 1 share for every 1 share issued.

Shares subject to an award (or portion of an award) under the 2022 Plan or a Prior Plan that is forfeited, canceled or expired, is settled in cash or otherwise does not result in the issuance of such shares, will be deemed to not have been issued and, with respect to awards under a Prior Plan, will be added to the shares available for issuance under the 2022 Plan. Shares subject to a full value award (or portion of a full value award) under the 2022 Plan or a Prior Plan that are tendered or withheld to cover withholding taxes related to such full value award will be available for issuance under the 2022 Plan. In any such case, such shares will be added at a rate of 1 share for every 1 share subject to an option or SAR that is forfeited, canceled, expired or settled in cash and 2.5 shares for every 1 share subject to any other award that is forfeited, canceled, expired, settled in cash, or returned due to net withholding on full value awards.

However, if the exercise price of an option or SAR is paid with shares of common stock, the authorized reserve under the 2022 Plan will be reduced by the gross number of shares for which that option or SAR is exercised, and not by the net number of shares issued under the exercised stock option or SAR. In addition, should shares otherwise issuable under the 2022 Plan be withheld in satisfaction


76

~~Table of Contents~~

~~Equity Incentive Plan~~

of the withholding taxes incurred in connection with the exercise or settlement of an option or SAR, then the number of shares available for issuance under the 2022 Plan will be reduced by the gross number of shares issuable under such award, calculated prior to such share withholding. However, should shares otherwise issuable under the 2022 Plan be withheld or tendered in satisfaction of withholding taxes incurred in connection with the grant, exercise, vesting or settlement of an award other than an option or SAR (including shares that are tendered or withheld after February 18, 2022 to satisfy withholding taxes related to an award other than an option or SAR granted under any Prior Plan), then the number of shares available for issuance under the 2022 Plan will not be reduced by the number of shares so withheld and such shares will be available for future issuance under the 2022 Plan.

~~Administration~~

Our Compensation and Talent Committee serves as the primary administrator of the 2022 Plan; however, the 2022 Plan may also be administered by the Board, any committee designated by the Board or one or more of our officers authorized to grant awards to non-director and non-officer employees and consultants. The term Plan Administrator, as used in this summary, means our Compensation and Talent Committee, our Board, any other committee of our Board and any officer or officers granted administrative authority under the 2022 Plan, to the extent each such entity or person is acting within the scope of such person’s or entity’s administrative jurisdiction under the 2022 Plan.

The Plan Administrator has the discretion to select the eligible individuals to whom awards are to be granted and the terms and conditions of each award, including the number of shares of common stock underlying the award or the dollar amount of any cash award made under the plan, the vesting schedule in effect for the award (including any applicable performance goals), the issuance schedule for the shares to be issued in settlement of the award, the maximum term of the award and the provisions for satisfying the applicable withholding taxes upon the exercise, vesting or settlement of the award. The Plan Administrator may also establish additional terms, conditions, or procedures in order to accommodate the grant of awards under the 2022 Plan to grantees in non-U.S. jurisdictions.

~~Awards~~

The 2022 Plan provides for the following types of awards: incentive stock options, non-statutory stock options, SARs, restricted stock, restricted stock units, performance units, performance shares, phantom shares and dividend equivalent rights. Awards under the 2022 Plan may vest upon the completion of a designated service period and/or the attainment of pre-established performance goals.

~~The principal features of the various types of awards authorized under the 2022 Plan are summarized as follows:~~

●	~~Stock Options.~~ The exercise price of stock options may not be less than the fair market value of our common stock on the grant date (or 110% of the fair market value for an incentive stock option granted to an employee owning more than 10% of our voting power), and no stock option may have a term in excess of ten years (or five years for an incentive stock option granted to an employee owning more than 10% of our voting power). Options will generally become exercisable in one or more installments over a specified period of service measured from the grant date. Payment of the exercise price may be made in cash, by check or in shares of our common stock, including a net issuance using shares otherwise purchasable under the option to pay the exercise price. The option may also be exercised through a broker-dealer sale and remittance procedure pursuant to which the optionee affects a same-day exercise of the option and sale of the purchased shares in order to cover the exercise price for the purchased shares and the applicable withholding taxes.
●	~~Stock Appreciation Rights.~~ A SAR will allow the holder to exercise that right as to a specific number of shares of common stock and receive in exchange an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares of common stock as to which the SAR is exercised over (ii) the aggregate base price in effect for those shares. The base price per share may not be less than the fair market value per share of the common stock on the date the stock appreciation right is granted, and the right may not have a term in excess of ten years. The distribution may be made in cash or in shares of our common stock.
●	~~Restricted Stock.~~ The Plan Administrator may make awards of unvested shares of our common stock. The Plan Administrator will determine the vesting schedule of those shares at the time of the award (including any performance-vesting requirements), the amount of consideration to be paid, if any, for the restricted stock and the form in which such consideration may be paid.
●	~~Restricted Stock Units.~~ A restricted stock unit award will entitle the holder to receive one share of our common stock for each awarded unit upon the completion of a designated service period and/or the attainment of specified performance objectives as determined by the Plan Administrator. The shares of common stock underlying the restricted stock units may be issued immediately upon vesting or may be deferred to a later date.


~~2022 Proxy Statement~~	77

~~Table of Contents~~

~~Equity Incentive Plan~~

●	~~Performance Shares.~~ A performance share award will be denominated in shares of our common stock. At the time of the award, the Plan Administrator will determine the performance goal or goals to be attained in order for the underlying shares to vest, any additional period of service required of the grantee after the performance goals are attained, the amount of consideration to be paid, if any, for the performance shares and the form in which such consideration may be paid. The performance shares which vest under the terms of the award may be settled in shares of our common stock or in cash. Settlement may occur at the time of vesting or may be deferred to a later date, as described below.
●	~~Performance Units.~~ A performance unit award will be denominated in terms of a fixed dollar amount. At the time of the award, the Plan Administrator will determine the performance goal or goals to be attained in order for the performance units to vest and any additional period of service required of the grantee after those performance goals are attained. The performance units which vest under the terms of the award will be paid in cash or, at the discretion of the Plan Administrator, may be settled in shares of our common stock with a fair market value equal to such cash amount. Settlement may occur at the time of vesting or may be deferred to a later date.
●	~~Phantom Shares.~~ Phantom shares are denominated in terms of our common stock, but do not provide any actual stockholder rights to the individual. At the time of the award, the Plan Administrator will determine the performance criteria to be attained and/or the service period, if any, to be completed in order for the phantom shares to vest. Any phantom shares which vest under the terms of the award may be settled in shares of our common stock or in cash. Settlement may occur at the time of vesting or may be deferred to a later date.
●	~~Dividend Equivalent Rights.~~ The Plan Administrator may provide that any awards other than options or SARs earn dividends or dividend equivalent rights. No payment will be made with respect to any dividend or dividend equivalent right granted in connection with an award under the 2022 Plan unless, until and only to the extent the vesting conditions of such award are satisfied.

~~General Provisions~~

~~Minimum Vesting Requirement~~

Awards under the 2022 Plan (other than cash-based awards) will vest no earlier than the first anniversary of the date of grant, with the exception of substitute awards, shares delivered in lieu of full-vested cash obligations, awards to non-employee directors that vest on the earlier of the first anniversary or the next annual meeting of stockholders that is at least 50 weeks after the prior annual meeting, and up to 5% of the shares reserve under the 2022 Plan. The minimum vesting requirement does not apply to the Plan Administrator’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or change in control.

~~Transferability~~

Incentive stock options under the 2022 Plan may not be transferred assigned, pledged or disposed of in any manner other than by will or the laws of inheritance following the grantee’s death, and all options may not be transferred to third party financial institutions for value. Other awards under the 2022 Plan will be transferable by will or the laws of inheritance, as well as by gift or pursuant to a domestic relations order to members of the participant’s immediate family in a manner determined by the Plan Administrator.

~~Change in Control~~

Upon a change in control, our Board may, in its discretion, provide for any of the following treatment of options and SARs under the 2022 Plan: (i) the options and SARs may fully vest and become exercisable prior to the change in control, (ii) may be assumed by the surviving corporation or replaced with economically equivalent awards, (iii) the options and SARs may fully vest immediately prior to the change in control and then terminate immediately after the change in control, to the extent not previously exercised, or (iv) the options and SARs may be continued in full force and effect following such change in control. Underwater options and SARs may be cancelled and terminated without payment upon such change in control.

With respect to other awards under the 2022 Plan, upon a change in control, our Board may, in its discretion, provide for the assumption by the surviving corporate entity or replacement with economically equivalent awards. If such other awards are not assumed or replaced, then they will fully vest immediately prior to the change in control.

Awards under the 2022 Plan that are assumed, replaced or otherwise continue in effect will fully vest in the event the grantee’s service is involuntarily terminated within a designated period following a change in control.

A change in control generally will be deemed to occur in the event (i) we are acquired by merger or asset sale following which any person or entity owns 50% or more of the combined voting power of the surviving entity, (ii) any person or group of related persons becomes directly or indirectly the beneficial owner of securities possessing more than 50% of the total combined voting power of our outstanding securities, (iii) if certain changes occur in the composition of our Board, or (iv) we are dissolved or liquidated.


78

~~Table of Contents~~

~~Equity Incentive Plan~~

~~Prohibition against Repricing~~

Without the consent of our stockholders, no award granted under the 2022 Plan may be repriced, replaced, regranted through cancellation or modified (other than in the event of certain changes in our capital structure as described below), if the effect would be to reduce the exercise or purchase price in effect for the shares underlying that award. Accordingly, the Plan Administrator may not implement any of the following repricing programs under the 2022 Plan without obtaining stockholder approval: (i) the cancellation of outstanding options or SARs in return for new options or SARs with a lower exercise price per share, (ii) the cancellation of underwater outstanding options or SARs for consideration payable in cash, property, or other award, except in connection with a change in control transaction, or (iii) the direct reduction of the exercise price in effect for outstanding options or SARs.

~~Adjustments~~

In the event any change is made to our outstanding common stock as a result of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting our outstanding common stock as a class, or should the value of the outstanding shares of our common stock change as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable and proportional adjustments will be made to the maximum number and class(es) of securities issuable under the 2022 Plan (including pursuant to incentive stock options). Outstanding awards under the 2022 Plan will also be equitably and proportionally adjusted as to the number and class(es) of securities and exercise price (or other cash consideration) payable per share under each such award; provided, however, that the aggregate exercise price (or other cash consideration) will remain the same. The adjustments will be made in such a manner as the Plan Administrator deems appropriate and such adjustments will be final, binding and conclusive.

~~Amendments and Termination~~

Our Board may amend, suspend or terminate the 2022 Plan at any time, except that no amendments to the 2022 Plan will be made without the approval of our stockholders if such approval is required by applicable law or regulation or the listing standards of the exchange on which our common stock is at the time primarily traded. Unless earlier terminated by our Board, the 2022 Plan will terminate on May 4, 2032.

~~New Plan Benefits~~

As described above, the selection of participants who will receive awards under the 2022 Plan and the size and types of awards will be determined by the Plan Administrator in its discretion. Therefore, the amount of any future awards under the 2022 Plan is not yet determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees.

~~Federal Income Tax Consequences~~

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards under the 2022 Plan based on the federal income tax laws in effect on the date of this proxy statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants to consult their own tax advisor concerning the tax implications of awards granted under the 2022 Plan.

~~Option Grants~~

Options granted under the 2022 Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the Code, or non-statutory stock options, which are not intended to meet such requirements. The U.S. federal income tax treatment for the two types of options differs as follows:


~~2022 Proxy Statement~~	79

~~Table of Contents~~

~~Equity Incentive Plan~~

~~Incentive Stock Options~~

No taxable income is recognized by the optionee at the time of the option grant, and no taxable income is recognized for ordinary income tax purposes at the time the option is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a disqualifying disposition, as described below, the optionee will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the optionee makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction for the taxable year in which such disposition occurs equal to the amount of ordinary income recognized by the optionee as a result of the disposition. We will not be entitled to any income tax deduction if the optionee makes a qualifying disposition of the shares.

~~Non-Statutory Options~~

No taxable income is recognized by an optionee upon the grant of a non-statutory option. The optionee in general will recognize ordinary income, in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option.

~~Stock Appreciation Rights~~

No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the base price in effect for the exercised right, and the holder will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder in connection with the exercise of the stock appreciation right.

~~Restricted Stock Awards~~

The recipient of unvested shares of common stock will not recognize any taxable income at the time those shares are issued but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the recipient will not recognize any additional income as and when the shares subsequently vest. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the unvested shares at the time such ordinary income is recognized by the recipient.

~~Restricted Stock Units/Performance Shares/Performance Units/Phantom Shares~~

No taxable income is recognized upon receipt of restricted stock units, performance shares, performance units or phantom shares. The holder will recognize ordinary income in the year in which the shares subject to the award are actually issued or in the year in which the award is settled in cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award, and the holder will be required to satisfy the tax withholding requirements applicable to the income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the shares are issued or the cash amount is paid.


80

~~Table of Contents~~

~~Equity Incentive Plan~~

~~Deductibility of Executive Compensation~~

Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1 million. For purposes of Section 162(m), the term “covered employee” includes any individual who serves as chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. It is expected that compensation deductions for any covered employee with respect to awards under the 2022 Plan will be subject to the $1 million annual deduction limitation. The Plan Administrator may grant awards under the 2022 Plan or otherwise that are or may become non-deductible when it believes doing so is in the best interests of Gilead and our stockholders.

~~Equity Compensation Plan Information~~

~~The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2021:~~

(in millions, except per share amounts)       Number of Common
Shares to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights       Weighted-average
Exercise Price
of Outstanding
Options, Warrants
and Rights⁽¹⁾       Number of Common Shares
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by security holders:
2004 Equity Incentive Plan⁽²⁾ 15.2 $70.95 74.9
Employee Stock Purchase Plan⁽³⁾ 5.1
Total equity compensation plans approved by security holders 15.2 $70.95 80.0
Equity compensation plans not approved by security holders⁽⁴⁾ 1.6 $67.28 6.7
Total 16.8 $70.60 86.7

⁽¹⁾	Does not take into account 22 million restricted stock units, performance share awards or units and phantom shares, which have no exercise price and were granted under our 2004 and 2018 Equity Incentive Plans.
⁽²⁾	Includes awards and shares previously issuable under The Immunomedics, Inc. Amended and Restated 2014 Long-Term Incentive Plan (the “Immunomedics Plan”), which was assumed in connection with our acquisition of Immunomedics, Inc. and subsequently merged into the 2004 Equity Incentive Plan.
⁽³⁾	Under our Employee Stock Purchase Plan, participants are permitted to purchase our common stock at a discount on certain dates through payroll deductions within a pre-determined purchase period. Accordingly, these numbers are not determinable.
⁽⁴⁾	Includes awards and shares issuable under the Forty Seven, Inc. 2018 Equity Incentive Plan, which was assumed in connection with our acquisition of Forty Seven, Inc. (“Forty Seven”) and subsequently amended and restated as our 2018 Equity Incentive Plan (the “2018 Plan”).

~~Material Features of the Gilead Sciences, Inc. 2018 Equity Incentive Plan~~

The Forty Seven, Inc. 2018 Equity Incentive Plan was originally established by Forty Seven in June 2018. In connection with Gilead’s acquisition of Forty Seven in April 2020, Gilead assumed the Forty Seven, Inc. 2018 Equity Incentive Plan, and amended and restated it as the Gilead Sciences, Inc. 2018 Plan. The 2018 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate, and provide a means by which the eligible recipients may benefit from increases in value of Gilead common stock. From and after April 7, 2020, only employees and consultants of Forty Seven as of immediately prior to such date and employees and consultants of Gilead hired on or following such date are eligible to receive grants of new awards under the 2018 Plan.

The 2018 Plan provides for the award of incentive stock options and non-qualified stock options, each of which must generally have an exercise price equal to at least the fair market value of our common stock on the date of grant; stock appreciation rights; restricted stock awards; restricted stock unit awards; performance stock awards; other stock awards; and performance cash awards.

As of April 7, 2020, the aggregate number of shares of common stock issuable under the 2018 Plan (from and after such date) was 12,069,378. From and after April 7, 2020, Gilead has granted restricted stock units, performance share awards or units and stock options under the 2018 Plan, and these are the only types of equity awards outstanding under the plan. As of December 31, 2021, 6.7 million shares of Gilead common stock remained available for issuance under the 2018 Plan.


~~2022 Proxy Statement~~	81

~~Table of Contents~~

~~Stockholder Proposals~~

~~PROPOSAL 5~~

~~Stockholder Proposal Requesting that the Board~~~~Adopt a Policy that the Chairperson of the Board~~~~of Directors be an Independent Director~~

United Church Funds has submitted a stockholder proposal for consideration at the Annual Meeting. United Church Funds’ address is 475 Riverside Drive, Suite 1020, New York, NY 10115. We have been notified that United Church Funds has continuously held shares of our common stock worth at least $25,000 since at least November 12, 2020.

If properly presented at the Annual Meeting, our Board unanimously recommends a vote “AGAINST” the following proposal. The resolution being submitted by United Church Funds to the stockholders for approval is as follows:

~~Stockholder Proposal~~

~~RESOLVED:~~ Gilead Sciences (“Gilead” or the “Company”) shareholders request the Board of Directors adopt as policy (the “Policy”), and amend the bylaws as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, be an independent member of the board. The Policy shall apply prospectively so as not to violate any contractual obligations. If the board determines that a Chair who was independent when selected is no longer independent, the board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. This policy would be phased in for the next CEO transition.

~~Supporting Statement~~

~~Concerns over litigation and stock performance have not abated at Gilead Sciences since this issue was last addressed by shareholders.~~

In September 2021, CVS and Rite Aid sued the company for deceptive practices that blocked lower costing HIV drugs from entering the market. In September 2021, a federal judge cleared the way for a lawsuit against Gilead to proceed which alleges the drug company engaged in deceptive practices with Truvada, Complera and other HIV drugs which caused users to endure devastating side effects that could have been avoided.

In addition, the 10-Q dated Oct 21, 2021 references a trial set to begin in January 2022 where the company is being sued by ViiV Healthcare Company for “billions of dollars of alleged damages” over patent infringement.

The risk of lawsuits, sustained public controversy and regulatory intervention, whether ultimately found to be justified or not, are strong arguments for the need for continuous, effective and unconflicted board oversight of corporate management.

The board is responsible for this oversight, but conflicts of interest may arise when one person holds both the Chair and CEO positions. In our view, shareholders are best served by an independent board Chair who can provide a balance of power between the CEO and the board. We believe that Gilead’s board should adopt best practice governance policies, including having an independent board chair.

~~In order to ensure that our board can provide rigorous oversight for our Company and management with greater independence and accountability, we urge a vote FOR this shareholder proposal.~~


82

~~Table of Contents~~

~~Stockholder Proposals~~

~~Our Board Recommends a Vote AGAINST This Proposal~~

~~Board’s View Aligns with Recent Stockholder Votes on This Issue~~

In 2013-2015 and 2017-2021, our Board carefully considered stockholder proposals requesting that our Board adopt a policy that the Chairperson of the Board be an independent director. In each of those votes, the majority of shares were voted AGAINST the proposals. Our Board continues to believe that stockholder interests are best served when the Board has the flexibility to determine the best person to serve as Chairperson, and that the robust duties of our Lead Independent Director provide strong independent Board leadership. Our Board recommends a vote AGAINST this proposal.

~~The Board Should Have Flexibility to Choose an Appropriate Governance Structure Tailored to the Needs of Gilead~~

One of the most important tasks undertaken by a board is to select the leadership of the board and the company. In order to execute this critical function most effectively and in the best interest of our stockholders, our Board needs the flexibility to design Gilead’s board leadership structure based on the circumstances at the time. Our Board is composed of directors with diverse backgrounds, experiences and perspectives, as well as extensive knowledge about Gilead’s business and our industry, and is best positioned to evaluate the optimal Board leadership structure.

Our current policy enables our Board to choose a leadership structure that can be tailored to the strengths of Gilead’s officers and directors and best addresses Gilead’s evolving and highly complex business. The policy also allows our Board to make changes in the company’s leadership structure when the Board believes that such actions are in the best interests of the company and its stockholders. Departing from Gilead’s current policy would unduly impair our Board’s ability to select the director it believes is best suited to serve as Chairperson based on the circumstances at the time.

The independent directors review this structure on a regular basis to ensure that it continues to serve the best interests of Gilead. As part of this review, the Board incorporates feedback from investors gained through our year-round stockholder engagement efforts. In addition, our annual Board self-assessment process evaluates the effectiveness of the Board, the Chairperson’s leadership of the Board and our Lead Independent Director. Our Board has determined that it is currently in the best interests of Gilead to have a powerful Lead Independent Director in addition to our Chairperson of the Board.

In May 2020, our Board unanimously appointed Kevin Lofton as our Lead Independent Director, in recognition of his leadership experience, in-depth knowledge of Gilead and demonstrated commitment to the role. Having served as a director on the Board since 2009, he has developed deep knowledge of our operations and business cycles. Mr. Lofton 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 healthcare organizations. In addition, he has demonstrated his 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 Lead Independent Director.

~~Mr. O’Day’s Role as Our Chairman of the Board Is in the Best Interests of Gilead and Its Stockholders~~

The independent Directors of the Board have concluded 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 best positions Mr. O’Day to effectively drive future strategy and decision-making for our organization.

In addition to Mr. O’Day’s public, private and non-profit board experience, he 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 a business.


~~2022 Proxy Statement~~	83

~~Table of Contents~~

~~Stockholder Proposals~~

~~Our Lead Independent Director Ensures Our Board’s Independent Leadership and Accountability~~

We believe the robust duties of our Lead Independent Director empower our independent directors to provide effective guidance and oversight of management. 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. As set forth in the Lead Independent Charter adopted by our Board, the Lead Independent Director has clearly delineated and comprehensive duties. These duties include:

●	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;~~
●	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;~~
●	~~Chairing meetings of the Board of Directors when the Chairperson is not present or when otherwise appropriate, including all executive sessions of independent directors;~~
●	~~Serving as principal liaison between the independent directors and the Chairperson and between the independent directors and senior management;~~
●	~~Providing independent directors with 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;~~
●	~~Facilitating the effective functioning of key Board committees and providing input on functioning of the committees, when required;~~
●	~~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;
●	~~Unless otherwise directed by the Board, serving as the independent directors’ representative in crisis situations;~~
●	~~Monitoring, in collaboration with the Nominating and Corporate Governance Committee, conflicts of interest of all directors, including the Chief Executive Officer;~~
●	Participating, in collaboration with the Compensation and Talent Committee, in succession planning for the Chief Executive Officer and in talent retention and development programs for members of senior management;
●	Responding, as appropriate, to 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.~~

In addition, as required by our Board Guidelines, Gilead’s independent directors meet without executive management on a routine basis to review, among other things, Gilead’s strategy, performance, management effectiveness and succession planning.


84

~~Table of Contents~~

~~Stockholder Proposals~~

~~Our Corporate Governance Practices Empower Our Independent Directors to Select the Right Leadership Structure as Gilead Navigates Changing Conditions~~

Gilead’s strong corporate governance policies and practices provide our independent directors with the ability to effectively oversee our management and make well-informed decisions about critical issues, such as the Board’s leadership structure.

●	~~Substantial majority of our directors are independent.~~ ~~Currently, eight out of the nine director nominees are independent.~~
●	~~Fully independent Board committees.~~ All members of the Board’s committees—the Audit Committee, the Compensation and Talent Committee, the Nominating and Corporate Governance Committee and the Science Committee—are “independent” in accordance with or as defined in the rules adopted by the SEC and Nasdaq and Gilead’s own Board Guidelines. This ensures that oversight of critical matters such as the integrity of our financial statements, the compensation of our executive officers, the selection and evaluation of directors, the development of corporate governance principles and oversight of our scientific strategies is entrusted to independent directors.
●	~~Annual Board and committee evaluations.~~ ~~Our Lead Independent Director conducts an annual assessment of the Board, the Chairperson’s Board leadership and committees of the Board to evaluate their effectiveness.~~
●	~~Independent evaluation of Chief Executive Officer performance.~~ ~~Our Compensation and Talent Committee, which is fully independent, is responsible for performing an annual evaluation of the Chief Executive Officer against his performance objectives.~~
●	~~Ongoing Board refreshment.~~ Our Nominating and Corporate Governance Committee regularly evaluates the Board’s composition to ensure a diversity of perspectives and skill-sets to oversee management’s execution of our strategy.
●	~~Ability to consult with external advisers.~~ ~~Our Lead Independent Director has the authority to engage outside advisers and consultants as he deems appropriate to fulfill his responsibilities.~~
●	~~Established corporate governance guidelines.~~ We maintain strong corporate governance policies and practices. Information regarding our corporate governance initiatives, including our Board Guidelines and the charter for each Board committee, can be found on our website at www.gilead.com on the Investors page under “Corporate Governance.”

We believe that the interests of our stockholders will be best served by maintaining our Board’s flexibility in determining the board leadership structure that is best suited to the needs of Gilead at any particular time.

Our Board unanimously recommends a vote “~~AGAINST~~”“FOR” for Proposal 5.4.

2024 Proxy Statement

~~2022 Proxy Statement~~Back to Contents

Table of Contents
Stockholder Proposals

PROPOSAL 65

Stockholder Proposal Requesting that theBoard Include One Member from Gilead’sNon-Management Employees

Jing Zhao has submitted a stockholder proposal for consideration at the Annual Meeting. ~~Mr. Zhao’s~~We will furnish the address ~~is 1745 Copperleaf Ct, Concord, California 94519.~~for the proponent upon receipt of a request to the Corporate Secretary for such information. We have been notified that Mr. Zhao has continuously held 60 shares of our common stock ~~worth at least $2,000~~ since at least ~~May 11, 2018.~~March 6, 2019.

~~If properly presented at the Annual Meeting, our~~

Our Board unanimously recommends a vote “AGAINST” the following proposal. The resolution being submitted by Mr. Zhao to the stockholders for approval is as follows:

Stockholder Proposal

~~RESOLVED:~~ Resolved: stockholders recommend that Gilead Sciences, Inc. (the Company) reform the board structure to include one member of board of directors from the Company’s non-management employees.

Supporting Statement

There is a new trend pushing for non-management employee representation on boards, such as shareholder proposals to Amazon and other companies to include ~~workers~~non-management employees on board. “Appointing workers’ representatives to company boards may be an idea whose time has come,” says Harvard Business Review, and a study found that employee representation on boards generated a 25% spike in productivity and increased wages.¹This is a common practice in ~~Europe. Under the latest revised UK Corporate Governance Code and amended corporate regulations, boards must engage with employees~~Europe and the ~~wider workforce to enhance the employee voices in the boardroom.~~²UK.

American corporate board structure needs reform now. For example, America’s ballooning executive compensation is neither responsible for the society nor sustainable for the economy. There is no rational methodology to decide the executive compensation, particularly ~~when~~there is no companywide union in the Company; there is no employee representation on ~~boards. The executive compensation~~boards; and ~~pay ratios~~the board is nominated and elected without any competition (the number of ~~big European and British companies are much less than that~~candidates is the same number of big American companies. Our Company’s CEO pay ratio was 169 to 1 in 2019 and 76 to 1 in 2020; 16.4% and 12.9% voted against the Company’s proposals on executive compensation at the 2020 and 2021 shareholders meetings.board seats).

It is time for American executives as citizens to take the social responsibility on their own initiative rather than to be forced by the ~~public and the government.~~public. The board has the flexibility to design guidelines to select a candidate for the new board nominee from non-management employees.

¹82	~~https://www.govenda.com/blog/employee-representation-on-boards/~~
²	~~https://www.pinsentmasons.com/out-law/analysis/corporate-governance-employee-voice-workplace-reporting~~

86Back to Contents

Table of Contents
Stockholder Proposals
Our Board Recommends a Vote AGAINST This Proposal

Our Current Director Nominating and Evaluation Process Allows the Best and Most Qualified Candidates to be Elected to the Board

Our Board believes the current director nominating and evaluation process allows the best and most qualified candidates to be elected to the Board. Changing our board nomination and membership framework as outlined by the proposal is unnecessary and would not be in the best interests of stockholders.

We also note that at our 2022 Annual Meeting, our stockholders rejected a substantially similar proposal, which received support from only 6.7% of the votes cast.

Our Nominating and Corporate Governance Committee is responsible for identifying and evaluating director candidates and recommending nominees for nomination by the full Board. In evaluating candidates for Board membership, onour Nominating and Corporate Governance Committee undertakes a rigorous vetting process to ensure that candidates satisfy the ~~Board,~~membership criteria established by the Board. In particular, our Nominating and Corporate Governance Committee considers whether 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 considers the skill sets needed by the Board. According to the Board membership criteria established by our Nominating and Corporate Governance Committee, candidates nominated for election or reelection to the Board shouldcandidate 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;
●►	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 Nominating and Corporate Governance Committee reviews this Board membership criteria and assesses the composition of the Board against the criteria on an annual basis.

Additionally, in identifying potential director candidates, our Nominating and Corporate Governance Committee considers candidates recommended through a variety of methods and ~~sources. These include~~sources, including 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, inincluding any non-management employees, by the same ~~manner~~criteria and standards, regardless of the source of the recommendation. The proposal, however, would require us to deviate from the rigor of our existing processes and undermine the role of our Nominating and Corporate Governance Committee and the Board in one of the most critical and strategic elements of corporate governance—the selection of director candidates—by subjecting non-management employees to different criteria and standards than all other director candidates.

An Independent Board is a Core Element of our Governance Philosophy

Having an independent Board is a core element of our governance philosophy. Our Board Guidelines provide that a substantial majority of our directors must be independent. Except for our Chairman and CEO, all of our current directors are independent. Under Nasdaq listing standards, an employee director would not be considered independent, and adding such a director as called for by the proposal would decrease the percentage of directors that are considered independent.

Gilead is Committed to a Culture that Values Employee Engagement

Gilead promotes a culture in which employees provide feedback on their experience and can raise their concerns outside their line management. As a result, employees have numerous ways to be heard and exert influence outside of board representation. In addition, we frequently consult employees about changes to various policies and benefits as part of our ambition of becoming ~~the~~an employer of choice in our industry. Our listening strategy helps to gather employee input and measure our progress. ~~During 2021,~~In late 2023, we conducted ~~several~~a global ~~surveys~~employee survey to gather and assess employee feedback and address areas of employee ~~concern,~~concern. Results showed that employee engagement is strong and ~~the employee responses from these surveys were positive. In~~higher since our ~~global employee experience~~last all-employee survey ~~83%~~in 2021. For example, 84% of employees reported that they ~~feel respected, 78%~~have confidence in Gilead’s future, and 81% of employees ~~reported their input is considered, and 77% of employees reported they~~ would recommend Gilead as a great place to work.

Our Board unanimously recommends a vote “~~AGAINST~~”“AGAINST” Proposal 6.5.

2024 Proxy Statement


~~2022 Proxy Statement~~	87

~~Table of Contents~~

~~Stockholder Proposals~~

Back to Contents

PROPOSAL 67

Stockholder Proposal Requesting that the Board Issue a ~~10%~~Report on Risks of Supporting Abortion~~Threshold to Call a Special Stockholder Meeting~~

Bowyer Research, Inc. on behalf of David Bahnsen, Trustee of The Bahnsen Family Trust, has submitted a stockholder proposal for consideration at the Annual Meeting. We will furnish the address for the proponent upon receipt of a request to the Corporate Secretary for such information. We have been notified that Mr. Bahnsen has continuously held shares of our common stock worth at least $25,000 since at least November 20, 2022.

Our Board unanimously recommends a vote “AGAINST” the following proposal. The resolution being submitted by Bowyer Research, on behalf of Mr. Bahnsen, to the stockholders for approval is as follows:

Stockholder Proposal

Report on Risks of Supporting Abortion

Resolved: Shareholders request the Board of Gilead Sciences (the “Company”) issue a public report prior to December 31, 2024, omitting confidential and privileged information and at a reasonable expense, detailing the known and reasonably foreseeable risks and costs to the Company caused by opposing or otherwise altering company policy in response to enacted or proposed state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks.

Supporting Statement

In 2022, Gilead Sciences (“the Company”) demonstrated clear rhetorical opposition to the Supreme Court’s 2022 decision in Dobbs v. Jackson Women’s Health Organization that overturned Roe v. Wade. “This decision will have significant implications for women’s healthcare,” the Company wrote in a public statement¹at the time. “As a healthcare organization, we understand medical decisions are deeply personal, and we believe they should be made by individuals with advice from their physicians.” The statement further notes the Company’s commitment to covering travel expenses for employees seeking “women’s reproductive health services,” a phrase clearly encompassing abortions, and pledged to match employee donations to organizations providing “reproductive health services” up to $15,000.

Despite the language in its response to Dobbs, however, the Company’s behavior seems to indicate a belief that medical decisions related to abortion ought to involve patients, physicians, and also the opinions of Gilead Sciences. In 2023, the Company signed on to a brief²challenging a Texas court’s decision to limit access to mifepristone, a drug commonly used during abortive procedures.³The Gilead-signed brief argued that the decision constituted an “unnecessary and unscientific barrier” to the medical process and would ultimately result in “destabilizing the pharmaceutical industry.”

Abortion is indeed a “deeply personal” issue to all parties involved—views on the topic are often rooted in an individual’s core belief system, making taking a position on it a potential reputational, legal, and financial liability for a company—yet Gilead Sciences has insisted on doing just that.

By criticizing laws that restrict access to abortive drugs and implementing a clear pathway to pay for abortion access, the Company makes clear its opposition to pro-life legislation that limits abortion. This positioning is particularly troubling considering the Company’s emphasis on Diversity & Inclusion,⁴wherein it affirms a commitment to diverse “thinking styles [and] beliefs,” and furthermore aspires to “fostering a work environment where our differences are valued.” Does such an embrace of ideological diversity extend to all views on contentious issues, or merely the opinions the Company deems to be politically in vogue or convenient to advocate for?

Taking positions on issues the Company admits are “deeply personal” and “should be made by individuals with advice from their physicians” can only serve to alienate consumers, employees, and investors and impact the Company’s bottom line. The Company should instead focus on its pharmaceutical mission and its fiduciary duty to shareholders, a fiduciary duty likely to be violated by engaging in politically divisive rhetoric and/or actions.

¹	https://www.gilead.com/news-and-press/company-statements/gilead-statement-on-us-supreme-court-overturning-roe-v-wade
²	https://storage.courtlistener.com/recap/gov.uscourts.ca5.213145/gov.uscourts.ca5.213145.118.0.pdf
³	https://news.yahoo.com/pharmaceutical-executives-challenge-texas-court-183113320.html
⁴	https://www.gilead.com/purpose/inclusion-and-diversity

Back to Contents

Our Board Recommends a Vote AGAINST This Proposal

We Offer Competitive Compensation, Rewards and Other Benefits to Our Employees

At the core of Gilead’s success is our commitment to our people. We are committed to attracting, engaging and retaining highly talented individuals who are committed to our mission and core values of integrity, inclusion, teamwork, accountability and excellence. We employ more than 17,000 people worldwide, and as we grow, we maintain a strong focus on inclusion and diversity that has contributed to our success. We have 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, and we also continue to build internal and external pipelines for diverse talent.

In addition, we offer competitive compensation and rewards programs to reflect and recognize employee contributions to the company and that support a healthy life for our employees and their families. We also provide competitive and comprehensive benefits. For example, some of the benefits we offer in the United States include:

►	12 weeks of paid family time off for caregivers;
►	12 weeks of paid parental time off for new parents;
►	generous 401(k) contribution matching;
►	comprehensive medical plans that cover both physical and mental healthcare; and
►	access to subsidized onsite childcare services, priority access to near-site childcare services, along with discounts on in-home childcare provider placement services.

We conduct an annual review of employee compensation to ensure that our pay practices are race- and gender-neutral, and we also commission an annual global pay equity study to gain a more comprehensive view of pay parity across the organization.

Determining the appropriate employee compensation, awards and other benefits is a complex matter that is core to management’s ability to attract, engage and retain highly talented individuals. We believe that our extensive and thorough compensation programs and practices are competitive within the biopharmaceutical industry. Therefore, as discussed further below, producing the requested report would prove to be an unnecessary diversion of board and management time and other company resources.

We have a Robust Risk Management Framework to Oversee Risk

As discussed elsewhere in this Proxy Statement under “Oversight of Risk,” we have a robust risk management framework to oversee risk. We believe that our current risk management processes are appropriate and sufficient to oversee and address purported risks raised in the proposal.

In particular, management is responsible for assessing and managing risk, subject to the oversight of the Board, which exercises its risk oversight responsibility directly and through its committees. Of particular relevance to the proposal:

►	our Nominating and Corporate Governance Committee monitors and oversees risks related to, among other things, human resources and corporate responsibility matters; and
►	our Compensation and Talent Committee monitors and oversees risks related to, among other things, talent management and compensation practices.

Each Board committee periodically reports to the Board on its risk oversight activities, and our Board also is periodically briefed by Gilead’s management on specific material risks or legal developments, which include, as applicable, risks related to human capital management, diversity, equity and inclusion (DEI) efforts and other corporate responsibility matters, and employee compensation and benefits matters. We believe our risk management framework effectively supports the Board’s independent evaluation and management of risk, and that our risk management processes are reasonable and appropriate to assess and respond to potential risks, including the purported risks raised in the proposal.

2024 Proxy Statement

Back to Contents

The Proposal Would Impose Unnecessary Burdens Without a Proportional Benefit

The proposal requests a report on “known and reasonably foreseeable risks and costs” caused by “opposing or otherwise altering company policy in response to enacted or proposed state policies regulating abortion.” Preparing such a report could involve both a review and analysis of not only the laws of each state, but also all proposed bills and regulations, speculation about the results or outcomes of relevant pending state-level litigation, and any current or proposed administrative policies of state governmental bodies. Moreover, as developments in this space continue to evolve, any results of such report may promptly become obsolete. It also is unclear how Gilead could quantify what constitutes “risks and costs” caused by “opposing” or “altering” company policies and procedures “in response to enacted or proposed state policies” of the kind described in the proposal. Accordingly, in light of the foregoing and given our robust risk management framework and compensation programs and practices, we believe that producing the requested report would provide little benefit to Gilead or its stockholders, and would prove to be a diversion of Board and management time and other Gilead resources that could be better spent running the business.

Our Board unanimously recommends a vote “AGAINST” Proposal 6.

Back to Contents

PROPOSAL 7

Stockholder Proposal Requesting that the Board Adopt a Policy Requiring the Named ExecutiveOfficers to Retain a Significant Percentage ofStock Acquired through Equity Pay Programs

John Chevedden has submitted a stockholder proposal for consideration at the Annual Meeting. ~~Mr. Chevedden’s~~We will furnish the address ~~is 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278.~~for the proponent upon receipt of a request to the Corporate Secretary for such information. We have been notified that Mr. Chevedden has continuously held 150 shares of our common stock ~~worth at least $2,000~~ since at least ~~August 16, 2018.~~October 1, 2020.

~~If properly presented at the Annual Meeting, our~~

Our Board unanimously recommends a vote “AGAINST” the following proposal. The resolution being submitted by Mr. Chevedden to the stockholders for approval is as follows:

Stockholder Proposal

Proposal 7 – Special Shareholder Meeting ImprovementExecutives To Retain Significant Stock

Shareholders ask ~~our board to take~~ the ~~steps necessary to amend the appropriate company governing documents to give the owners~~Board of ~~a combined 10% of our outstanding common stock the power to call a special shareholder meeting.~~

~~It is important~~Directors to adopt a policy requiring the 5 named executive officers (NEOs) to retain a significant percentage of stock acquired through equity pay programs until reaching normal retirement age and to report to shareholders regarding the policy in our Company’s next annual meeting proxy. For the purpose of this ~~proposal~~policy, normal retirement age would be an age of at least 60 and be determined by our executive pay committee. Shareholders recommend a share retention percentage requirement of 25% of net after-tax shares.

This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the ~~10% threshold because GILD shareholders do not~~risk of loss to the executive. Otherwise our directors might be able to avoid the impact of this proposal. This policy shall supplement any other share ownership requirements that have ~~a genuine right~~been established for senior executives, and should be implemented without violating current company contractual obligations or the terms of any current pay or benefit plan. The Board is encouraged to ~~act by written consent. The~~obtain waivers of any current ~~“right” to act by written consent is useless.~~pay or benefit plan for senior executives that might delay implementation of this proposal.

What group of shareholder in their right mind would chose to organize 20% of all shares outstanding to simply get a date on a calendar in regard to written consent when the same group of 20% of shareholders can compel management to call a special meeting?

~~Door number one is a date on a calendar from management that shareholders can frame and door number 2 may take less effort and compels management~~Requiring senior executives to hold a ~~special~~significant portion of stock obtained through executive pay plans would focus our executives on our company’s long-term success. A Conference Board Task Force report stated that hold-to-retirement requirements give executives “an ever-growing incentive to focus on long-term stock price performance.”

This proposal topic is all the more important at Gilead Sciences due to the recent poor stock performance. Gilead stock has fallen from $87 to $75 in the year following November 2022. Gilead has been rated for very little long-term total return potential. Sales from key drugs have flatlined or fallen and newcomer drugs are not promising.

A more rigorous NEO stock retention plan could ultimately improve shareholder ~~meeting. Thus door number 2, a special shareholder meeting, is~~value significant for years into the ~~clear choice and our current written consent is therefore useless.~~future.

Thus it is in shareholders’ best interest to have a 10% threshold to call a special shareholder meeting to make up for not having a real right to act by written consent. And GILD shareholders gave majority support to a genuine right to act by written consent at the 2018 annual meeting.

Since management will not give shareholders a genuine right to act by written consent, in spite of a majority shareholder vote in favor, we need the right for 10% of shares to be able to call a special shareholder meeting.

Please vote yes:

~~Special Shareholder Meeting Improvement -~~

Executives To Retain Significant Stock – Proposal 7

2024 Proxy Statement

88Back to Contents

Table of Contents
Stockholder Proposals
Our Board Recommends a Vote AGAINST This Proposal

~~Stockholders Currently Have~~The Requested Stock Retention Policy is Unnecessary in Light of Our Existing Policies and Practices

Gilead already has numerous policies and practices that achieve this proposal’s objective of focusing our executives on our company’s long-term success. Our robust stock ownership guidelines already require Named Executive Officers to hold significant amounts of Gilead stock. Our Chief Executive Officer is required to own Gilead stock equal in value to six times his annual base salary, and our other Named Executive Officers must hold Gilead stock equal in value to three times their annual base salaries, as discussed further in our Compensation Discussion and Analysis. Named Executive Officers who are not in compliance with the guidelines following a ~~Meaningful, Balanced Right~~transition period are required to ~~Call a Special Meeting~~hold all shares until the guidelines are met. As of December 31, 2023, all of our Named Executive Officers were in compliance with our rigorous stock ownership guidelines.

~~Our bylaws already permit stockholders who own 20% or~~

We believe our existing stock ownership guidelines more effectively and more equitably achieve the goal of ~~Gilead’s outstanding common~~aligning our executives’ interests with long-term stock ~~to call a special meeting. The 20% minimum threshold is a reasonable one that strikes~~price performance than the right balance between ensuring that stockholders have a means of calling a stockholders meeting and protecting against the risk that a small minority of stockholders could trigger a special meeting and its associated financial expense and disruption to Gilead’s business.

~~The Current Right of Stockholders to Call a Special Meeting Reflects Purposeful Decision-Making~~policy requested by the ~~Board~~

~~Our Board evaluated a number~~proposal. For example, the policy requested by this proposal would result in different ownership requirements for different executives based on how many years the executive has been with Gilead, and thus how many rounds of ~~different factors in adopting~~annual equity awards the ~~existing right~~executive has been granted, instead of ~~stockholders to call a special meeting, including~~being based on seniority and level of responsibility as reflected by salary levels. In addition, the ~~interests of Gilead’s stockholder base, the resources~~requested policy similarly disproportionately impacts younger executives, who would be required to ~~convene~~hold their shares longer than more senior executives who are closer to retirement age. We recognize that the proponent of this proposal, who has introduced similar proposals at dozens of companies across different industries, have sought to mitigate some of the proposed policy’s negative impacts by only requesting continued ownership through retirement age (regardless of whether an executive actually retires) and by suggesting that retaining 25% of after-tax shares would be sufficient to constitute “a significant percentage of stock” under the requested policy, but these provisions simply demonstrate how ineffective and unnecessary the requested policy is in light of our existing policies and practices. For example, over the past three fiscal years, our Chief Executive Officer has retained 100% of the after-tax shares acquired through Gilead’s equity pay programs, far more shares than would have been required under the requested policy.

Gilead’s existing policy also already prohibits all employees, including our Named Executive Officers, from hedging any Gilead stock they own (not just shares subject to the ownership policy), including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and derivative securities transactions related to Gilead securities, including put or call options. Our Named Executive Officers also are prohibited from pledging Gilead stock. As a ~~special meeting~~result, our policies already are more restrictive than the hedging restriction that this proposal requests.

Finally, our existing executive compensation programs already are designed to focus our Named Executive Officers on long-term success by establishing specific annual and long-term performance requirements that focus on key metrics that advance our long-term strategy and longer-term value creation for our stockholders. Accordingly, at any particular time, our executives hold significant unvested equity awards, which helps to align their interests with those of our stockholders. This, along with other rigorous governance practices, including a robust clawback policy that goes beyond what SEC regulations require, are designed to ensure that our executive compensation program appropriately motivates and rewards executives to achieve the ~~existing opportunities stockholders have to engage with our Board~~company’s long term objectives and ~~senior management between annual meetings. Our Board also considered~~build sustained stockholder value.

Implementation of the ~~characteristics~~Proposal Could Harm Recruitment and ~~composition~~Retention of ~~Gilead’s stockholder base in adopting the existing right of stockholders to call a special meeting.~~ Named Executive Officers because it is Not Market Practice

Our Board believes that ~~providing~~the proposed stock ownership requirements are not market practice and would put the company at a competitive disadvantage for recruiting and retaining executive talent. Talented managers in the biopharmaceutical industry are in high demand, and the competition for talent has become increasingly intense. Competitors range from large multi-national firms headquartered outside of the U.S. to small-start-up companies that are planning to or have recently become publicly traded companies. Across this group, hold-to-retirement policies are the exception, not the market practice. Thus, implementing a hold-until-retirement policy could discourage otherwise qualified executives, particularly younger executives who as noted above would be disproportionately impacted by the requested policy, from joining or remaining at Gilead. The policy might also harm retention of executives who might have a legitimate need to access compensation prior to retirement, and cause executives to discount the value of the equity awards we grant. For these reasons, adopting the policy requested in this proposal could impact our ability to attract and retain top executive talent, while as noted above failing to add any benefit beyond our existing policies.

Conclusion

Given our current stock ownership guidelines, governance policies and commitment to stockholder accountability, our Board believes this proposal is not necessary, does not provide additional benefit to our stockholders ~~owning 20% of Gilead’s outstanding stock the right~~and is not consistent with general market practice. The proposal fails to ~~call a special meeting strikes~~strike a reasonable balance between ~~enhancing~~aligning the interests of stockholders and management, and motivating desired management behavior, and would, therefore, unnecessarily damage our ~~stockholders’~~ ability to ~~act on important~~recruit and ~~urgent matters and protecting against misuse of the right by a small number of stockholders whose interests may not be shared by the majority of stockholders.~~retain talent.

Convening a meeting of stockholders also imposes significant administrative and operational costs. Gilead must prepare required disclosures, print and distribute materials, solicit proxies and tabulate votes. A significant amount of attention by our Board, management and employees is required to prepare for special meetings, distracting them from their primary focus of maximizing long-term financial returns and operating Gilead’s business in the best interests of stockholders. Because special meetings require a considerable diversion of resources, they should be limited to circumstances where a substantial number of stockholders believe a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. Unlike a 10% ownership threshold, Gilead’s 20% threshold prevents a small minority of stockholders from calling a special meeting and imposing these costs on all stockholders even when most stockholders do not want a special meeting. Therefore, our Board believes the existing right of stockholders to call a special meeting provides a reasonable mechanism for stockholders to address important issues.

~~Our Board has Demonstrated Responsiveness to Stockholders and Adopted Governance Structures that Create Accountability to Stockholders~~

~~Adoption of this proposal is unnecessary because our Board has already taken significant steps to ensure accountability to stockholders. For example:~~

●	We maintain a strong engagement program with our stockholders. Each year, we meet with stockholders who collectively own a significant percentage of Gilead’s outstanding common stock, along with the two largest proxy advisory firms, to solicit their feedback on our corporate governance practices.
●	We adopted proxy access, which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of Gilead’s outstanding common stock continuously for at least three years, to nominate and include director nominees constituting up to 20% of the Board (or at least two directors) in Gilead’s proxy materials.
●	~~At the 2012 annual meeting, our stockholders voted to request that our Board take steps to redeem Gilead’s rights plan or “poison pill”. In response, we terminated Gilead’s rights plan.~~
●	~~We permit stockholders to act by written consent.~~
●	~~Our board structure designates a Lead Independent Director to ensure a strong, independent and active Board.~~
●	~~We have eliminated all supermajority voting provisions in our certificate of incorporation and bylaws.~~
●	~~Our director nominees are elected annually by majority voting in uncontested elections.~~
●	~~A substantial majority of our directors (eight out of the nine director nominees) are independent.~~
●	~~We only have one class of stock with equal voting provisions.~~

Gilead has an existing right for stockholders to call special meetings that strikes the appropriate balance between enhancing stockholder rights and protecting and serving the best interests of all of our stockholders. Gilead also has consistently demonstrated responsiveness to stockholders and maintains best practice corporate governance policies and practices. Accordingly, this proposal would not enhance stockholder value and is not in the best interests of Gilead and all of its stockholders.

Our Board unanimously recommends a vote “~~AGAINST~~”“AGAINST” Proposal 7.


~~2022 Proxy Statement~~	89

~~Table of Contents~~

~~Stockholder Proposals~~

Back to Contents~~PROPOSAL 8~~

~~Stockholder Proposal Requesting that the~~~~Board Publish a Third-Party Review of Gilead’s~~~~Lobbying Activities~~

Maryknoll Sisters of St. Dominic, Inc. (“Maryknoll Sisters”) and co-filers have submitted a stockholder proposal for consideration at the Annual Meeting. Maryknoll Sisters’ address is P.O. Box 311, Maryknoll, New York 10545. We have been notified that Maryknoll Sisters has continuously held shares of our common stock worth at least $2,000 since at least May 10, 2016. We will provide the name, address and known share holdings of the co-filers of this proposal upon written or oral request to the Corporate Secretary at the address set forth in question 17 in “Questions and Answers.”

If properly presented at the Annual Meeting, our Board unanimously recommends a vote “AGAINST” the following proposal. The resolution being submitted by Maryknoll Sisters and co-filers to the stockholders for approval is as follows:

~~Stockholder Proposal~~

RESOLVED: Shareholders request that the Board of Directors commission and publish a third party review within the next year (at reasonable cost, omitting proprietary information) of whether Gilead Sciences, Inc. lobbying activities (direct and through trade associations) align with its Vision statement, “To create a healthier world for all people”¹and in particular its Policy Position Statement that “the price of medicines should never be a barrier to access, and we work domestically and globally to ensure that patients who need our products are able to obtain them.”²The Board of Directors should report on how it addresses the risks presented by any misaligned lobbying and the company’s plans, if any, to mitigate these risks.
Supporting Statement
Gilead’s Policy Position on Product Pricing and Patient Access states that “Gilead works to ensure that price is not an obstacle to care. We believe all patients should be able to access the medicines they need, regardless of their ability to pay or where they live, and we work very hard across the company to make this happen.” It notes that “the prices of Gilead medicines are established at levels that allow an opportunity to recoup research expenditures and support the discovery of next-generation medicines.”³
Yet prices for needed medication continue to be a barrier to access for many patients in the US.
Efforts to reform the pricing system to improve access have been systematically opposed by the industry’s leading lobbying organization, Pharmaceutical Research and Manufacturers of America (PhRMA), which Gilead joined in 2019. Gilead’s Chair and CEO Dan O’Day sits on PhRMA’s board of directors.
PhRMA raised nearly $527 million in 2020 and spent roughly $506 million, including making multimillion-dollar donations to organizations such as the American Action Network, a dark money group for use in opposing congressional efforts to address drug pricing.⁴In March 2021, a Minnesota federal judge dismissed a lawsuit by PhRMA that sought to overturn a Minnesota law that created a safety net to assist poor people with diabetes.⁵
Gilead’s vision and policy positions adopts should not be undermined by lobbying efforts undertaken by organizations the company supports financially. While a company may not support every position taken by the trade associations to which it belongs, proper risk management requires that the board at least be aware of inconsistencies and evaluate whether they are salient to the company and therefore require mitigation.
Gilead’s lobbying expenditures in 2020 were $7,030,000 in 2020 and $6,200,000 in the first three quarters of 2021.⁶
Shareholders have an interest in the use of company funds to support lobbying efforts that may have negative effects on the company’s reputation, its stated positions on public policy and regulatory concerns, and on matters of public interest.
For these reasons, we urge shareholders to support the proposal.
¹ https://www.gilead.com/purpose/mission-and-core-values
² ~~https://www.gilead.com/~/media/Files/pdfs/Policy-Perspectives/Product%20Pricing%20and%20Patient%20Access.pdf
³ ibid
⁴ https://www.opensecrets.org/news/2020/12/pharma-lobby-poured-millions-into-darkmoney-groups/
⁵ https://www.courthousenews.com/minnesota-affordable-insulin-law-survives-lobbyists-challenge/
⁶ https://www.opensecrets.org/federal-lobbying/clients/summary?cycle=2021&id=D000026221
90
Table of Contents
Stockholder Proposals
Our Board Recommends a Vote AGAINST This Proposal
Our Board believes that this proposal is not in the best interests of stockholders. The proposal focuses on the alignment of Gilead’s lobbying activities (directly and through trade associations) with our Policy Position Statement. For the reasons set forth below, commissioning a third party to review our alignment is not a good use of company resources and will not serve the interests of stockholders.
Gilead’s policy position reflects two key points: (1) our belief that patients who need our products should be able to obtain them, and (2) our belief that prices for medicines should reflect the research investment and development costs associated with bringing a therapy to patients, as well as the clinical value and medical innovation that new therapies represent. These two beliefs go hand-in-hand and running our business requires making judgments about how to balance these beliefs to fulfill our vision statement of creating a healthier world for all people. The proposal does not address the second key point and does not provide any guidance on the criteria a third party would use to assess the alignment of our political activities. For example, would balancing the two points above figure into this assessment? How would a third party determine whether a particular policy position aligns with our values?
Although we oppose this proposal, we believe in board oversight and transparency concerning our engagement in the political process and participation in trade associations. In addition, as described below, we agreed during our engagement with the proponents to further enhance our disclosures.
Gilead participates in the political process by contributing prudently to state and local candidates and political organizations when such contributions are permitted by state and local law. Generally, contributions are made to officeholders and candidates based on several criteria, including: policy positions that reflect the interests of Gilead, its employees or the communities it serves; candidates’ representation of districts where Gilead’s employees and facilities are located; our assessment of the candidate’s ability to be elected; and the need for financial assistance. We also are members of various industry associations that participate in the political process, including the Pharmaceutical Research and Manufacturers of America (“PhRMA”) and the Biotechnology Innovation Association (“BIO”). Our CEO, Daniel O’Day, is on the board of PhRMA, while Christi Shaw, CEO of our subsidiary Kite Pharma, is on the board of BIO. Through this board participation and other interactions with these trade organizations, we are able to assess whether their activities align with our values and we are positioned to address any misalignment when we believe it is appropriate to do so. The Gilead Board of Directors oversees our political and lobbying activities through the Nominating and Corporate Governance Committee, which regularly reviews Gilead’s political expenditure policies and expenditures, including payments to trade associations.
In the interest of transparency for our stockholders and other stakeholders, we already disclose our political contributions and payments to trade associations on our website at www.gilead.com on the About page under “Ethics and Code of Conduct” and “Political Contributions.” These disclosures are updated and posted to the website semi-annually.
We held several discussions with the proponents to better understand their concerns, and we engaged with other investors to ascertain their views. In response to the feedback received, we are expanding our disclosure regarding our lobbying efforts and will add the following information to our website:
● annual federal lobbying activity reports, including aggregate federal lobbying expenditures;
● periodic state lobbying activity reports, including aggregate state lobbying expenditures;
● periodic foreign lobbying activity reports;
● disclosure regarding our engagement with trade associations;
● disclosure describing the process Gilead follows to assess alignment with our values when funding third party advocacy; and
● descriptions of the topics on which we engage in lobbying activity.
As described above, Gilead’s participation in the political process, including through trade associations, is subject to Board oversight and is already subject to robust disclosure that we are expanding. Commissioning a third-party review of our alignment is not a productive use of company resources and not in the best interests of our stockholders.
Our Board unanimously recommends a vote “AGAINST” Proposal 8.
2022 Proxy Statement 91
Table of Contents
Stockholder Proposals
PROPOSAL 9 Stockholder Proposal Requesting a BoardReport on Oversight of Risks Related toAnticompetitive Practices
Mercy Investment Services, Inc. (“Mercy”) and co-filer have submitted a stockholder proposal for consideration at the Annual Meeting. Mercy’s address is 2039 North Geyer Road, St. Louis, Missouri 63131. We have been notified that Mercy has continuously held shares of our common stock worth at least $2,000 since at least January 4, 2020. We will provide the name, address and known share holdings of the co-filer of this proposal upon written or oral request to the Corporate Secretary at the address set forth in question 17 in “Questions and Answers.”
If properly presented at the Annual Meeting, our Board unanimously recommends a vote “AGAINST” the following proposal. The resolution being submitted by Mercy and co-filer to the stockholders for approval is as follows:
Stockholder Proposal
RESOLVED: Shareholders of Gilead Sciences, Inc. (“Gilead”) ask the board of directors to report to shareholders on how it oversees risks related to anticompetitive practices, including whether the full board or board committee has oversight responsibility, whether and how consideration of such risks is incorporated into board deliberations regarding strategy, and the board’s role in Gilead’s public policy activities related to such risks. The report should be prepared at reasonable expense and should omit confidential or proprietary information, as well as information about existing litigation and claims of which Gilead has notice.
Supporting Statement
The anticompetitive practices of companies within the pharmaceutical supply chain, including drug developers such as Gilead, are receiving increasing scrutiny from the public, regulators, and enforcers. The criticism of Gilead has focused on the company’s establishment of “patent thickets” around its drugs to prevent generic competition, some of which have resulted in massive price hikes for everyday consumers.¹
Regulators and enforcers are increasingly focused on curbing this type of behavior. In May, then-acting Chairwoman of the Federal Trade Commission (FTC) Rebecca Kelly Slaughter stated that “[f]or decades, the FTC has challenged a number of illegal anticompetitive practices in the pharmaceutical industry that can lead to high drug prices. The Commission should consider ways to build on this work by addressing emerging and evolving practices that have the potential to harm consumers.”²Furthermore, upon confirmation, newly appointed FTC Chair Lina Kahn quickly moved to direct FTC staff to ramp up investigations based on seven enforcement priorities, including healthcare and pharmaceutical companies.³
Gilead is currently facing a lawsuit from the U.S. Department of Health and Human Services (HHS) for infringement of the Centers for Disease Control and Prevention’s government-owned patents for PrEP drugs; if HHS prevails, it could be able to license other PrEP drugs and receive royalties for their use.⁴Additionally, Gilead is facing allegations from consumers who allege that Gilead entered into deals that blocked generic competition for HIV combination drugs and caused artificially inflated prices for the company’s drugs.⁵As a result of these allegations, Gilead CEO Daniel O’Day was invited to testify before the U.S. Senate Committee on Finance’s Subcommittee on Fiscal Responsibility and Economic Growth in 2021.⁶
This mounting pressure on Gilead from regulators, enforcers, and other market participants regarding anticompetitive practices could increase pressure for new regulation, increase risk for investors, and have substantial impacts on the public. Given the widespread concern and rapidly changing environment, we believe that robust board oversight would improve Gilead’s management of risks related to anticompetitive practices and that shareholders would benefit from more information about the board’s role.
We therefore urge shareholders to vote FOR this proposal.
¹ https://www.arnoldventures.org/stories/a-drug-is-90-percent-effective-at-preventing-hiv-it-costs-up-to-1-800-per-month/
² https://www.ftc.gov/public-statements/2021/05/statement-acting-chairwoman-rebecca-kelly-slaughter-regarding-federal
³ https://endpts.com/pharma-in-the-crosshairs-how-the-ftc-is-expanding-its-antitrust-powers-under-its-new-chair/
⁴ https://www.fiercepharma.com/pharma/gilead-loses-another-prep-patent-challenge-against-hhs-sending-dispute-to-federal-court
⁵ https://www.washingtonpost.com/business/economy/gilead-is-accused-of-cutting-anti-competitive-deals-to-extend-profit-on-hiv-drug-cocktails/2019/05/14/94e79c56-75ad-11e9-bd25-c989555e7766_story.html
⁶ https://www.warren.senate.gov/oversight/letters/warren-seeks-gilead-ceos-testimony-on-competition-and-high-drug-costs-at-june-16th-finance-subcommittee-hearing
92
Table of Contents
Stockholder Proposals
Our Board Recommends a Vote AGAINST This Proposal
Gilead Already Provides Extensive Disclosure Regarding the Board’s Oversight of Risks Related to Legal Compliance
Our mission is to discover, develop and deliver innovative therapeutics for people with life-threatening diseases, and we have pursued and achieved breakthroughs in medicine for over 30 years with the goal of creating a healthier world for all people. We operate in a highly competitive environment, facing significant competition from global pharmaceutical and biotechnology companies, specialized pharmaceutical firms and generic drug manufacturers. Our products compete with other commercially available products based on a number of factors, including efficacy, safety, tolerability, acceptance by doctors, ease of patient compliance and ease of use. In light of this competition, it is paramount that we drive innovation through bold and transformative science that has the potential to become the next generation of life-changing medicines.
Fundamental to our mission is Gilead’s adherence to the highest legal and ethical standards of business conduct, which is reflected in our commitment to working with our customers, suppliers, third parties and business partners in an honest, respectful and responsible way, including in a manner that supports fair, open and free competition. Accordingly, we seek to compete actively, independently and fairly against others to develop, produce, provide access to and supply life-changing medicines. These commitments are reflected in our Code of Ethics, which is available on our website at www.gilead.com on the Investors page under “Corporate Governance.”
Notwithstanding these commitments, we expect to be scrutinized as a large and innovative company and are regularly subject to actual and threatened claims, litigation, reviews, investigations and other proceedings, including proceedings by governments and regulatory authorities involving a wide range of issues, including competition matters. In an effort to keep our stakeholders apprised of the ongoing risks associated with these matters, we disclose certain investigations and other legal proceedings in our filings with the SEC.
Moreover, we have a robust compliance program, led by our Chief Compliance Officer, to monitor and assess compliance-related risks that are important to our business, including those related to competition matters. The Nominating and Corporate Governance Committee of our Board of Directors oversees these risks and provides regular updates to our Board on material antitrust and fair competition issues, which may include issues relating to collaborations and acquisitions, litigation and investigation matters, and public policy and regulatory considerations, including those related to pricing. Our Board also has direct oversight over specific risk topics, including risks associated with our company’s strategic plan and risks relating to pricing strategies of newly approved products, and regularly receives and reviews reports from management on these risks and other aspects of our business. Accordingly, we believe our existing practices effectively support our Board’s independent evaluation and management of these risks, including those related to competition matters.
By its nature, much of Gilead’s strategy and how we seek to compete effectively in the discovery, development and commercialization of innovative medicines is confidential, competitively sensitive and proprietary, and thus, would not be within the scope of the report called for by the proposal. In addition, competition and antitrust laws are only one area of legal compliance that are important and impactful to Gilead and are among many of the risks that are important to and overseen by the Board. In light of the extensive disclosures Gilead already provides regarding the Board’s risk oversight activities, and the limitations on the scope of the report arising from the foregoing considerations, we do not believe the report requested by the proposal would be useful to or in the best interests of stockholders.
Our Board unanimously recommends a vote “AGAINST” Proposal 9.
2022 Proxy Statement~~ 93
Table of Contents
Stock Ownership Information

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of our common stock by: (i) each beneficial owner of more than 5% of our common stock known to us, as of December 31, ~~2021;~~2023; and (ii) each director and nominee for director, each of the individuals named in the Summary Compensation Table on page 6668 and all of our current executive officers and directors as a group, as of February ~~28, 2022~~29, 2024 (unless otherwise noted). The applicable percentages are based on ~~1,253,405,891~~1,245,077,219 shares of common stock outstanding on February ~~28, 2022,~~29, 2024, adjusted as required by the rules promulgated by the SEC.

	~~Beneficial Ownership~~⁽¹⁾
~~Beneficial Owner~~	~~Number of Shares~~	~~Percent of Total~~
~~BlackRock, Inc.~~	~~118,961,206~~⁽²⁾	~~9.49%~~
~~Capital Research Global Investors~~	~~107,156,981~~⁽³⁾	~~8.55%~~
~~The Vanguard Group~~	~~105,803,799~~⁽⁴⁾	~~8.44%~~
~~Jacqueline K. Barton, Ph.D.~~	~~58,023~~⁽⁵⁾	*
~~Jeffrey A. Bluestone, Ph.D.~~	~~17,918~~⁽⁶⁾	*
~~Andrew D. Dickinson~~	~~369,601~~⁽⁷⁾	*
~~Sandra J. Horning, M.D.~~	~~23,353~~⁽⁸⁾	*
~~Kelly A. Kramer~~	~~57,554~~⁽⁹⁾	*
~~Kevin E. Lofton~~	~~166,927~~⁽¹⁰⁾	*
~~Harish Manwani~~	~~45,882~~⁽¹¹⁾	*
~~Johanna Mercier~~	~~171,869~~⁽¹²⁾	*
~~Daniel P. O’Day~~	~~515,158~~⁽¹³⁾	*
~~Merdad V. Parsey, M.D., Ph.D.~~	~~130,533~~⁽¹⁴⁾	*
~~Brett A. Pletcher~~	~~363,680~~⁽¹⁵⁾	*
~~Javier J. Rodriguez~~	~~21,503~~⁽¹⁶⁾	*
~~Anthony Welters~~	~~20,084~~⁽¹⁷⁾	*
~~All current executive officers and directors as a group (13 persons)~~	~~1,962,085~~⁽¹⁸⁾	*

	Beneficial Ownership⁽¹⁾
Beneficial Owner	Number of Shares		Percent of Total
BlackRock, Inc.	122,790,297	⁽²⁾	9.86%
The Vanguard Group	111,820,711	⁽³⁾	8.98%
Capital World Investors	83,698,215	⁽⁴⁾	6.72%
Jacqueline K. Barton, Ph.D.	94,268	⁽⁵⁾	*
Jeffrey A. Bluestone, Ph.D.	52,276	⁽⁶⁾	*
Andrew D. Dickinson	644,671	⁽⁷⁾	*
Sandra J. Horning, M.D.	56,043	⁽⁸⁾	*
Kelly A. Kramer	87,245	⁽⁹⁾	*
Kevin E. Lofton	190,304	⁽¹⁰⁾	*
Ted W. Love, M.D.	3,508	⁽¹¹⁾	*
Harish Manwani	80,933	⁽¹²⁾	*
Johanna Mercier	477,936	⁽¹³⁾	*
Daniel P. O’Day	1,376,402	⁽¹⁴⁾	*
Merdad V. Parsey, M.D., Ph.D.	412,158	⁽¹⁵⁾	*
Javier J. Rodriguez	57,748	⁽¹⁶⁾	*
Deborah H. Telman	43,395	⁽¹⁷⁾	*
Anthony Welters	56,329	⁽¹⁸⁾	*
All current executive officers and directors as a group (14 persons)	3,633,216	⁽¹⁹⁾	*

*	Less than 1% of the outstanding shares of our common stock.
⁽¹⁾	This table is based upon information supplied by our directors and officers and a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”), a Schedule 13G/A filed with the SEC by ~~Capital Research Global Investors~~The Vanguard Group (“~~Capital Research”~~Vanguard”) and a Schedule 13G/A filed with the SEC by ~~The Vanguard Group (“Vanguard”).~~Capital World Investors. Unless otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, we believe each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. The address of each individual named in the table is c/o Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404.
⁽²⁾	Based solely on information set forth in a Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock reporting sole voting power over 112,857,264 shares and sole dispositive power over 122,790,297 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.
⁽³⁾	Based solely on information set forth in a Schedule 13G/A filed with the SEC on February ~~1, 2022~~13, 2024 by ~~BlackRock~~Vanguard reporting ~~sole~~shared voting power over ~~106,099,707~~1,589,556 shares, ~~and~~ sole dispositive power over ~~118,961,206~~106,303,597 shares and shared dispositive power over 5,517,114 shares. The address of ~~BlackRock~~Vanguard is ~~55 East 52nd Street, New York, New York 10055.~~100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
⁽³⁾⁽⁴⁾	Based solely on information set forth in a Schedule ~~13G/A~~13G filed with the SEC on February ~~11, 2022~~9, 2024 by Capital ~~Research~~World Investors reporting sole voting power over ~~107,142,027~~83,354,771 shares and sole dispositive power over ~~107,156,981.~~83,698,215 shares. The address of Capital ~~Research~~World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
⁽⁴⁾	Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 10, 2022 by Vanguard reporting shared voting power over 2,015,058 shares, sole dispositive power over 100,624,820 shares and shared dispositive power over 5,178,979. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
⁽⁵⁾	Includes ~~42,347~~72,038 shares subject to stock options exercisable within 60 days of February ~~28, 2022 and 15,676 shares held in a joint account with spouse over which Dr. Barton holds shared voting power.~~29, 2024.
⁽⁶⁾	Includes ~~16,877~~46,568 shares subject to stock options exercisable within 60 days of February ~~28, 2022.~~29, 2024.
⁽⁷⁾	Includes ~~328,734~~541,167 shares subject to stock options exercisable within 60 days of February ~~28, 2022~~29, 2024 and ~~7,901~~9,732 shares issuable upon settlement of restricted stock units that will vest within 60 days of February ~~28, 2022.~~29, 2024.
⁽⁸⁾	Includes ~~22,721~~52,412 shares subject to stock options exercisable within 60 days of February ~~28, 2022.~~29, 2024.
⁽⁹⁾	Includes ~~56,215~~85,906 shares subject to stock options exercisable within 60 days of February ~~28, 2022.~~29, 2024.
⁽¹⁰⁾	Includes ~~92,724~~97,651 shares subject to stock options exercisable within 60 days of February ~~28, 2022 and 74,203 shares held in trust.~~29, 2024.
⁽¹¹⁾	Includes ~~40,228~~2,996 shares subject to stock options exercisable within 60 days of February ~~28, 2022.~~29, 2024.
⁽¹²⁾	Includes ~~160,802~~69,919 shares subject to stock options exercisable within 60 days of February ~~28, 2022~~29, 2024.

2024 Proxy Statement

Back to Contents

⁽¹³⁾	Includes 393,591 shares subject to stock options exercisable within 60 days of February 29, 2024 and ~~6,987~~9,844 shares issuable upon settlement of restricted stock units that will vest within 60 days of February ~~28, 2022.~~29, 2024.

~~Table of Contents~~

~~Stock Ownership Information~~

^(13)(14)	Includes ~~378,609~~971,807 shares subject to stock options exercisable within 60 days of February ~~28, 2022~~29, 2024 and ~~24,003~~29,940 shares issuable upon settlement of restricted stock units that will vest within 60 days of February ~~28, 2022.~~29, 2024.
^(14)(15)	Includes ~~114,927~~347,840 shares subject to stock options exercisable within 60 days of February ~~28, 2022~~29, 2024 and ~~7,612~~10,401 shares issuable upon settlement of restricted stock units that will vest within 60 days of February ~~28, 2022.~~29, 2024.
^(15)(16)	Includes ~~347,209~~49,356 shares subject to stock options exercisable within 60 days of February ~~28, 2022~~29, 2024.
⁽¹⁷⁾	Includes 32,923 shares subject to stock options exercisable within 60 days of February 29, 2024 and ~~5,723~~3,070 shares issuable upon settlement of restricted stock units that will vest within 60 days of February ~~28, 2022.~~29, 2024.
^(16)(18)	Includes ~~19,665~~48,407 shares subject to stock options exercisable within 60 days of February ~~28, 2022.~~29, 2024.
^(17)(19)	~~Includes 18,716 shares subject to stock options exercisable within 60 days of February 28, 2022.~~
⁽¹⁸⁾	Includes an aggregate of ~~1,639,774~~2,812,581 shares subject to stock options exercisable by current executive officers and directors within 60 days of February ~~28, 2022~~29, 2024 and ~~52,226~~62,987 shares issuable upon settlement of restricted stock units that will vest within 60 days of February ~~28, 2022.~~29, 2024.

~~Delinquent Section 16(a) Reports~~

Section 16(a) of the Exchange Act requires our directors and certain officers, among others, to file forms with the SEC to report their ownership of our stock and any changes in ownership. Based on our review of reports filed with the SEC and related written representations, we believe that all of the required reports for our directors and officers were filed on a timely basis under Section 16(a) for 2021.

~~2022 Proxy Statement~~90

Back to Contents

Table of Contents
Other Information

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other ~~Annual Meeting~~annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice or other ~~Annual Meeting~~annual meeting materials addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A Notice will be delivered in one single envelope to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that ~~they~~it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If you hold your shares through a broker and would prefer to receive a separate Notice, please notify your broker. If you hold your shares directly and would prefer to receive a separate Notice, please submit a written request to Gilead Sciences, Inc., Attention: Investor Relations, 333 Lakeside Drive, Foster City, California 94404 or contact Broadridge Financial Solutions, Inc. at (866) 540-7095. Stockholders who currently receive multiple copies of the Notice at their address and would like to request “householding” of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice to a stockholder at a shared address to which a single copy of the documents was delivered.

~~Brett A. Pletcher~~

Deborah H. Telman

Corporate Secretary

March ~~24, 2022~~28, 2024

A copy of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2023 is available without charge upon written request to Investor Relations, Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404 or by accessing a copy through Gilead’s website at www.gilead.com on the Investors page under ~~“SEC~~“Financials - SEC Filings.”

Other Legal Matters

Forward-Looking Statements

Statements included in this Proxy Statement that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Gilead cautions readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are identified from time to time in Gilead’s reports filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation to update or supplement any such forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements.

Website References

Website references are provided throughout this document for convenience. The content on the referenced websites, including our ESG Impact Report, does not constitute part of and is not incorporated by reference into this ~~and does not constitute a part of this~~ Proxy Statement.

Use of Trademarks

We own or have rights to various trademarks, copyrights and trade names used in our business, including the following: GILEAD^{^®}, GILEAD SCIENCES^®, KITE™, AMBISOME^®, ATRIPLA^®, BIKTARVY^®, CAYSTON^®, COMPLERA^®, DESCOVY^®, DESCOVY FOR PREP^®, EMTRIVA^®, EPCLUSA^®, EVIPLERA^®, GENVOYA^®, HARVONI^®, HEPCLUDEX^®~~(BULEVIRTIDE)~~, HEPSERA^®, JYSELECA^®~~(FILGOTINIB)~~, LETAIRIS^®, ODEFSEY^®, ~~RANEXA~~^®, SOVALDI^®, STRIBILD^®, SUNLENCA^®, TECARTUS^®, TRODELVY^®, TRUVADA^®, TRUVADA FOR PREP^®, TYBOST^®, VEKLURY^®, VEMLIDY^®, VIREAD^®, VOSEVI^®, YESCARTA^®and ZYDELIG^®. This report also refers to trademarks, service marks and trade names of other ~~companies.~~companies, which are the property of their respective owners.

962024 Proxy Statement

Back to Contents

Table of Contents
Questions and Answers

1.	Why did I receive a notice regarding the availability of proxy materials on the Internet?

~~1. Why did I receive a notice regarding the availability of proxy materials on the Internet?~~

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials primarily over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record. This approach conserves natural resources and reduces our costs of printing and distributing our proxy materials, while providing stockholders with a convenient way to access our proxy materials. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials, including a proxy card. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

~~2. How may I obtain a copy of Gilead’s Annual Report on Form 10-K and other financial information?~~

2.	How may I obtain a copy of Gilead’s Annual Report on Form 10-K and other financial information?

A copy of our ~~2021~~ Annual Report on Form 10-K for the year ended December 31, ~~2021~~2023 is available at investors.gilead.com/annual-meeting or may be requested from our Investor Relations department as described elsewhere in this Proxy Statement. Our ~~2021~~2023 Annual Report is not incorporated into this Proxy Statement and should not be considered proxy solicitation material.

~~3. Who is entitled to vote at the Annual Meeting?~~

3.	Who is entitled to vote at the Annual Meeting?

Only holders of our common stock at the close of business on March 15, ~~2022~~2024 are entitled to receive the Notice and to vote their shares at the Annual Meeting. As of that date, there were ~~1,255,786,961~~1,246,969,303 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.

~~4. Who can attend the Annual Meeting?~~

4.	Who can attend the Annual Meeting?

The Annual Meeting will be held virtually beby webcast. Only holders of our common stock at the close of business on March 15, ~~2022~~2024 or holders of a valid legal proxy for the Annual Meeting are entitled to vote and ask questions during the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/~~GILD2022,~~GILD2024, you must enter the 16-digit control number printed on your Notice. If you are a beneficial stockholder, you may contact your broker, bank or other institution where you hold your account if you have questions about obtaining your control number.

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. We also will ~~also~~ make the Annual Meeting viewable to anyone interested in a webcast at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024. Interested persons who were not stockholders at the close of business on March 15, ~~2022~~2024 may view the webcast as guests, but will not be able to vote or ask questions during the meeting.

~~5. What if I need technical assistance?~~

5.	What if I need technical assistance?

~~Beginning 30~~Approximately 15 minutes prior to the start of and during the Annual Meeting, there will be a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call the support team listed on the virtual meeting website at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024.

~~2022 Proxy Statement~~92

Back to Contents

6.	What items of business will be voted on at the Annual Meeting?

~~Table of Contents~~

~~Questions and Answers~~

~~6. What items of business will be voted on at the Annual Meeting?~~

The items of business scheduled to be voted on at the Annual Meeting are:

●	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;
●	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022;~~2024;
●	To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in this Proxy Statement;
●	To approve ~~the Gilead Sciences, Inc. 2022 Equity Incentive Plan;~~an amendment to our Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;
●	To vote on a stockholder proposal ~~if properly presented at the meeting, requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director;~~
●	~~To vote on a stockholder proposal, if properly presented at the meeting,~~ requesting that the Board include one member from ~~Gilead’s~~the Company’s non-management employees;
●	To vote on a stockholder proposal ~~if properly presented at~~requesting that the ~~meeting, requesting~~Board issue a ~~10% threshold~~report detailing the risks and costs to ~~call a special stockholder meeting;~~the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks; and
●	To vote on a stockholder proposal ~~if properly presented at the meeting,~~ requesting that the Board ~~publish~~adopt a ~~third-party review~~policy requiring the Company’s named executive officers to retain at least 25% of ~~Gilead’s lobbying activities; and~~
●	~~To vote on a stockholder proposal, if properly presented at the meeting, requesting a Board report on oversight~~net-after tax shares of ~~risks related to anticompetitive practices.~~stock acquired through equity pay programs until reaching normal retirement age (at least age 60).

We also will consider any other business that properly comes before the Annual Meeting. See question 12, “Could other matters be decided at the Annual Meeting?” on page ~~101.~~96.

~~7. How does the Board recommend that I vote?~~

7.	How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

●	“FOR” each of the nine director nominees named in this Proxy Statement;
●	“FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022;~~2024;
●	“FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers as presented in this Proxy Statement;
●	“FOR” the approval of ~~the Gilead Sciences, Inc. 2022 Equity Incentive Plan;~~an amendment to our Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;
●	~~“AGAINST” the stockholder proposal requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director;~~
●	“AGAINST” the stockholder proposal requesting that the Board include one member from ~~Gilead’s~~the Company’s non-management employees;
●	~~“AGAINST” the stockholder proposal requesting a 10% threshold to call a special stockholder meeting;~~
●	“AGAINST” the stockholder proposal requesting that the Board ~~publish~~issue a ~~third-party review of Gilead’s lobbying activities;~~report detailing the risks and costs to the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks; and
●	“AGAINST” the stockholder proposal requesting that the Board adopt a ~~Board report on oversight~~policy requiring the Company’s named executive officers to retain at least 25% of ~~risks related to anticompetitive practices.~~net-after tax shares of stock acquired through equity pay programs until reaching normal retirement age (at least age 60).


982024 Proxy Statement	93

Back to Contents

8.	What are the voting requirements to elect the directors and to approve each of the proposals discussed in this Proxy Statement?

~~Table of Contents~~

~~Questions and Answers~~

~~8. What are the voting requirements to elect the directors and to approve each of the proposals discussed in this Proxy Statement?~~

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the outstanding shares is represented by votes present at the meeting in person or by proxy. Shares represented by proxies marked “abstain” and “broker non-votes” are counted in determining whether a quorum is present.

Proposal		Vote Required
Proposal 1 – Election of the nine director nominees named in this Proxy Statement to serve for the next year and until their successors are elected and qualified.		Majority of votes cast (number of shares voted “for” a director must exceed the number of shares voted “against” that director).
Proposal 2 – Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022.~~2024.		Majority of the shares entitled to vote on the proposal and present in person or represented by proxy.
Proposal 3 – Approval, on an advisory basis, of the compensation of our Named Executive Officers as presented in this Proxy Statement.		Majority of the shares entitled to vote on the proposal and present in person or represented by proxy.
Proposal 4 – Approval of ~~the Gilead Sciences, Inc. 2022 Equity Incentive Plan~~an amendment to our Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.		Majority of the outstanding shares ~~entitled to vote on the proposal and present in person or represented by proxy.~~of common stock.
Proposal 5 – Vote on a stockholder proposal ~~if properly presented at the meeting,~~ requesting that the Board ~~adopt a policy that~~include one member from the ~~Chairperson of the Board of Directors be an independent director.~~Company’s non-management employees.		Majority of the shares entitled to vote on the proposal and present in person or represented by proxy.
Proposal 6 – Vote on a stockholder proposal ~~if properly presented at the meeting,~~ requesting that the Board ~~include one member from Gilead’s non- management employees.~~issue a report detailing the risks and costs to the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks.		Majority of the shares entitled to vote on the proposal and present in person or represented by proxy.
Proposal 7 – Vote on a stockholder proposal ~~if properly presented at the meeting, requesting a 10% threshold to call a special stockholder meeting.~~		~~Majority of the shares entitled to vote on the proposal and present in person or represented by proxy.~~
~~Proposal 8 – Vote on a stockholder proposal, if properly presented at the meeting,~~ requesting that the Board ~~publish~~adopt a ~~third-party review~~policy requiring the Company’s named executive officers to retain at least 25% of ~~Gilead’s lobbying activities.~~		~~Majority~~net-after tax shares of ~~the shares entitled to vote on the proposal and present in person or represented by proxy.~~
~~Proposal 9 – Vote on a stockholder proposal, if properly presented at the meeting, requesting a Board report on oversight of risks related to anticompetitive practices.~~stock acquired through equity pay programs until reaching normal retirement age (at least age 60).		Majority of the shares entitled to vote on the proposal and present in person or represented by proxy.

If your shares are held by a broker and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares only on certain “routine” matters. Proposal 2 is a “routine” matter. As a result, your broker is permitted to exercise discretionary voting authority to vote your shares for this proposal. Your broker may not exercise discretionary voting authority and may not vote your shares with respect to the other proposals unless you provide your broker with voting instructions. This is known as a “broker non-vote.”

With respect to Proposal 1, abstentions will have no effect on the outcome of the vote. With respect to Proposals ~~2-9,~~2-7, abstentions will have the same effect as an “against” vote. “Broker non-votes” will have no effect on the outcome of the vote for Proposals ~~1-9.~~1-3 and 5-7. “Broker non-votes” will have the same effect as an “against” vote with respect to Proposal 4.

~~9. How do I Vote?~~

9.	How do I vote?

You may vote by completing and returning a proxy by mail or voting your shares by Internet or telephone by ~~11:~~8:59 p.m., ~~Eastern~~Pacific Daylight Time, on May ~~3, 2022.~~7, 2024. You may also vote by Internet during the Annual Meeting.

If your shares are registered directly in your name with Gilead’s transfer agent, Computershare, you are considered a “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” Most beneficial owners whose stock is held in the name of a bank, broker or other nominee receive instructions for how to vote their shares from their banks, brokers or other nominees, rather than our proxy card. You can vote your shares held through a bank, broker or other nominee by following the voting instructions sent to you by that institution.

Back to Contents

By mail before the Annual Meeting

To vote your proxy by mail, be sure to complete, sign and date the proxy card (if you request one) or voting instruction card that may be delivered to you and return it in the envelope provided. We will vote your shares as directed. However, if you return your signed proxy card but do not indicate your voting preferences, the persons named on the proxy card will vote the shares represented by that proxy as recommended by our Board.

~~2022 Proxy Statement~~

Table of Contents
Questions and Answers
By Internet or telephone before the Annual Meeting

Stockholders may vote their shares by Internet or telephone before the Annual Meeting. The law of the State of Delaware, under which we are incorporated, specifically permits electronically transmitted proxies so long as each such proxy contains or is submitted with information from which the inspector of election can determine that such proxy was authorized by the stockholder. The Internet and telephone voting procedures below are designed to authenticate stockholders’ identities to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been recorded properly. Stockholders voting shares via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.

Stockholders of record may go to www.proxyvote.com to vote their shares. You will be required to provide the control number printed on your Notice. The votes represented by ~~such~~your proxy will be generated on the computer screen and the voter will be prompted to submit or revise them as desired. Stockholders of record who are using a touch-tone telephone may vote their shares by calling (800) 690-6903 and following the recorded instructions.

A number of brokers and banks are participating in a program that offers the ability to vote shares over the telephone and Internet. Street name holders may vote on the Internet by accessing www.proxyvote.com. You will be required to provide the control number printed on your Notice. Street name holders who are using a touch-tone telephone may vote their shares by calling (800) 454-8683 and following the recorded instructions.

Internet and telephone voting for stockholders of record and street name holders will be available 24 hours a day, and will close at ~~11:~~8:59 p.m., ~~Eastern~~Pacific Daylight Time, on May ~~3, 2022.~~7, 2024. Submitting your proxy via the Internet or by telephone will not affect your right to vote in person should you decide to attend the Annual Meeting.

By Internet during the Annual Meeting

Stockholders may vote their shares by Internet during the Annual Meeting. Please follow the instructions at www.virtualshareholdermeeting.com/~~GILD2022~~GILD2024 to vote or submit questions during the meeting. You will be required to provide the control number printed on your Notice to enter the virtual meeting. The Internet voting procedures are designed to authenticate stockholders’ identities to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been recorded properly.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares promptly by mail, Internet or telephone in advance of the Annual Meeting. A stockholder may still attend the meeting and vote during the meeting if ~~he or she~~the stockholder has already voted by one of these methods. Any vote submitted during the meeting would supersede any prior vote.

Your vote is important. You can save us the expense of a second mailing of proxy materials by voting promptly.

~~10. Is there a list of registered stockholders entitled to vote at the Annual Meeting?~~

10.

Is there a list of registered stockholders entitled to vote at the Annual Meeting?

As required by Delaware law, the names of registered stockholders entitled to vote at the Annual Meeting (the “list”) will be available for 10 days prior to the meeting for any purpose germane to the meeting, between the hours of 10:00 a.m. and 4:00 p.m., Pacific Daylight Time, at our principal executive offices at 333 Lakeside Drive, Foster City, CA 94404 by contacting our Corporate Secretary. ~~Due to the COVID-19 pandemic, registered~~Registered stockholders must make an appointment and must comply with the company’s ~~COVID-19~~visitation protocols.

The list will be available during the meeting, and through the conclusion of the meeting, on the virtual meeting website at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024. Only those persons logging into the meeting as a registered stockholder will be able to access the list.

~~11. What can I do if I change my mind after I vote my shares?~~

2024 Proxy Statement

Back to Contents

11.

What can I do if I change my mind after I vote my shares?

Any stockholder giving a proxy pursuant to this solicitation has the power to revoke it at any time before the shares are voted.

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

●	submitting a written notice to our Corporate Secretary at our principal executive offices, 333 Lakeside Drive, Foster City, California 94404;
●	submitting a valid, later-dated proxy or a later-dated vote by Internet or telephone by ~~11:~~8:59 p.m., ~~Eastern~~Pacific Daylight Time, on May ~~3, 2022;~~7, 2024; or
●	voting during the Annual Meeting.


~~100~~

~~Table of Contents~~

~~Questions and Answers~~

If you are a beneficial owner of shares, you may revoke your proxy or submit new voting instructions by contacting your bank, broker or other holder of record.

You may also vote during the Annual Meeting as described in the answer to the preceding question. Attendance at the meeting will not, by itself, revoke a proxy. All shares for which proxies have been properly submitted and not revoked will be voted at the Annual Meeting.

~~12. Could other matters be decided at the Annual Meeting?~~

12.

Could other matters be decided at the Annual Meeting?

On the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you execute and deliver a proxy, then Daniel P. O’Day and ~~Brett A. Pletcher,~~Deborah H. Telman, the persons named on your proxy card, will have the discretion to vote on those matters for you.

~~13. Is my vote confidential?~~

13.

Is my vote confidential?

Yes. Proxy cards and voting tabulations that identify stockholders by name are kept confidential. There are exceptions for contested proxy solicitations or when necessary to meet legal requirements. Veaco Group, the independent proxy tabulator that we have engaged, will count the votes and act as the inspector of election for the meeting.

~~14. How can I ask questions at the Annual Meeting?~~

14.

How can I ask questions at the Annual Meeting?

The Annual Meeting will include a question and answer session to address questions submitted in writing in advance of and during the Annual Meeting that comply with our Rules of Conduct and Procedures and as time permits. Questions may be submitted within the 48-hour period preceding the start of the Annual Meeting at www.proxyvote.com or during the Annual Meeting at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024. If you wish to submit a question during the Annual Meeting, log in to the virtual meeting website using the control number that appears on your Notice of Internet Availability of Proxy Materials, type your question into the “Ask a Question” field and click “Submit”. Questions and Answers may be grouped by topic and substantially similar questions may be grouped and answered once. You may view the Rules of Conduct and Procedures prior to the meeting at our Investors page at investors.gilead.com/annual-meeting or during the meeting at the Annual Meeting website.

~~15. Where can I find the voting results of the Annual Meeting?~~

15.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four business days after the Annual Meeting.

~~16. Who will pay for the cost of this proxy solicitation?~~

Back to Contents

16.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies, including preparation, assembly, printing and mailing of the Notice and this Proxy Statement and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their out-of-pocket expenses for forwarding solicitation materials to such beneficial owners. We have hired Innisfree M&A Incorporated to act as our proxy solicitor in conjunction with the Annual Meeting. We will pay Innisfree M&A Incorporated a fee of $25,000, plus reasonable out-of-pocket expenses, for these services. Our solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by directors, officers or other of our employees. No additional compensation will be paid to directors, officers or other employees for such solicitation services performed by them.

~~17. When are the stockholder proposals or nominations for Gilead’s 2023 annual meeting of stockholders due?~~

17.

When are the stockholder proposals or nominations for Gilead’s 2025 annual meeting of stockholders due?

You may submit proposals for consideration at future stockholder meetings. For a stockholder proposal to be considered for inclusion in our Proxy Statement for the ~~2023~~2025 annual meeting of stockholders pursuant to SEC Rule 14a-8, the Corporate Secretary must receive the written proposal no later than November ~~24, 2022.~~28, 2024. Such proposals also must comply with SEC regulations under Rule 14a-8 under

~~2022 Proxy Statement~~

~~101~~

~~Table of Contents~~

~~Questions and Answers~~

the Securities Exchange Act of 1934, as amended, ~~(the “Exchange Act”),~~ regarding the inclusion of stockholder proposals in company proxy materials. Proposals should be addressed to the Corporate Secretary and sent by mail or email to:

Gilead Sciences, Inc.

Attention: Corporate Secretary

333 Lakeside Drive

Foster City, California 94404

Email: generalcounsel@gilead.com

We will acknowledge receipt of proposals on a timely basis. If you do not receive an acknowledgement, you are encouraged to confirm receipt.

A stockholder (or a group of up to 20 stockholders) who has owned at least three percent of our shares continuously for at least three years and has complied with the other requirements in our bylaws may nominate and include in our proxy materials director nominees constituting up to 20% of our Board or two persons, whichever is greater. Written notice of a proxy access nomination for inclusion in our Proxy Statement for the ~~2023~~2025 annual meeting of stockholders must be received by the Corporate Secretary:

●	not earlier than the open of business on October ~~25, 2022;~~29, 2024; and
●	not later than the close of business on November ~~24, 2022.~~28, 2024.

Stockholders wishing to submit proposals that are not to be included in our Proxy Statement pursuant to Rule 14a-8 or to nominate director candidates ~~who are~~ not ~~included in our Proxy Statement~~ pursuant to the “proxy access” provisions in our bylaws must give timely written notice of such proposals or nominations to the Corporate Secretary at the address above in accordance with our bylaws. To be “timely” under our bylaws, written notice must be received by the Corporate Secretary:

●	not earlier than the open of business on January ~~4, 2023;~~8, 2025; and
●	not later than the close of business on February ~~3, 2023.~~7, 2025.

In addition to satisfying the provisions in our bylaws relating to nominations of director candidates, including the deadline for written notices, to comply with the SEC’s universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide a written notice that sets forth the information required by SEC Rule 14a-19 no later than March 10, 2025.

The chairperson of our annual meeting has the sole authority to determine whether any nomination or other business has been properly brought before the meeting in accordance with our bylaws and to declare that any such nomination or other business not properly brought before our annual meeting shall not be transacted, and we may exercise discretionary voting authority to vote any shares for which we receive proxies as we determine appropriate.

~~18. Where can I get information related to future stockholder meetings of Gilead?~~

2024 Proxy Statement

Back to Contents

18.

Where can I get information related to future stockholder meetings of Gilead?

To request a copy of the ~~Proxy Statement,~~proxy statement, annual report and form of proxy related to our future stockholder meetings ~~where~~if you are a stockholder on the relevant record date, you may log on to www.proxyvote.com or contact Investor Relations at:

Gilead Sciences, Inc.

Attention: Investor Relations

333 Lakeside Drive

Foster City, California 94404

(650) 574-3000

Email:investor_relations@gilead.com

~~19. If I have additional questions, whom can I contact?~~

19.

If I have additional questions, whom can I contact?

If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (888) 750-5834

Banks and ~~Brokers~~brokers may call collect: (212) 750-5833

~~102~~

~~Table of Contents~~

~~Appendix A~~

~~Gilead Sciences, Inc.~~
~~2022 Equity Incentive Plan~~

1.98

~~Purpose of the Plan.~~ The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company by offering them an opportunity to participate in the Company’s future performance and rewarding them for contributing toward the Company’s short- and long-term growth.


2.	~~Definitions.~~ ~~As used herein, the following definitions shall apply:~~

Back to Contents	~~(a)~~	~~“Administrator”~~ ~~means the Board or any of the Committees appointed to administer the Plan.~~

	~~(b)~~	~~“Applicable Acceleration Period”~~ has the meaning assigned to such term in the applicable Award Agreement or if such term is not defined in the applicable Award Agreement, means (i) 24 months, in the case of the Company’s Executive Chairman (if any) or Chief Executive Officer, (ii) 18 months, in the case of an Executive Vice President or Senior Vice President of the Company, and (iii) 12 months, in the case of all other Grantees.

	~~(c)~~	~~“Applicable Laws”~~ means the legal requirements relating to the Plan and the Awards under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange, and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.

	~~(d)~~	~~“Award”~~ ~~means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit, Performance Unit, Performance Share, Phantom Share, or other right or benefit under the Plan.~~

	~~(e)~~	~~“Award Agreement”~~ ~~means the written agreement evidencing the grant of an Award executed by the Company, including any amendments thereto. The Award Agreement may be in electronic form.~~

	~~(f)~~	~~“Board”~~ ~~means the Board of Directors of the Company.~~

	~~(g)~~	~~“Cause”~~ has the meaning ascribed to such term in a written agreement between the Grantee and the Company or a Related Entity (including an Award Agreement) or if no such agreement exists or such term is not defined in such agreement, means, as determined in the sole discretion of the Administrator, the Grantee’s (i) performance of any act, or failure to perform any act, in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, fraud, misconduct, material violation of any applicable Company or a Related Entity policy, or material breach of any agreement with the Company or a Related Entity; (iii) conviction or plea of nolo contendere to a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; or (iv) poor performance, nonperformance, or neglect of the Grantee’s duties to the Company or a Related Entity or insubordination.

	~~(h)~~	~~“Change in Control”~~ means, for purposes of all Awards at the time outstanding under the Plan, and unless otherwise defined in an Award Agreement, a change in ownership or control of the Company effected through the consummation of any of the following transactions:

		~~(i)~~	~~a sale, transfer or other disposition of all or substantially all of the Company’s assets,~~

		~~(ii)~~	the closing of any transaction or series of related transactions (including without limitation a merger or reorganization in which the Company is the surviving entity) pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the Exchange Act (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of the Company’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company, the acquisition of outstanding securities held by one or more of the Company’s existing stockholders or an acquisition, consolidation or other reorganization to which the Company is a party,

		~~(iii)~~	a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination, or

~~2022 Proxy Statement~~

~~A-1~~

Table of Contents
Appendix A
(iv) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity which results in any person or entity (other than the Company or a person or entity that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) owning 50% or more of the combined voting power of all classes of stock of such surviving entity.
In no event, however, shall a Change in Control be deemed to occur upon a merger, consolidation or other reorganization effected primarily to change the domicile of the Company’s incorporation or to create a holding company structure pursuant to which the Company becomes a wholly-owned subsidiary of an entity whose outstanding voting securities immediately after its formation are beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to the formation of such entity.
(i) “Code” means the Internal Revenue Code of 1986, as amended.
(j) “Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan. The Compensation and Talent Committee of the Board is appointed as the initial Committee with authority to administer this Plan.
(k) “Common Stock” means the common stock of the Company.
(l) “Company” means Gilead Sciences, Inc., a Delaware corporation.
(m) “Constructive Termination” has the meaning assigned to such term in the applicable Award Agreement or if such term is not defined in the applicable Award Agreement, means the occurrence of any of the following events or conditions: (i) (A) a change in the Grantee’s status, title, position or responsibilities (including reporting responsibilities) which represents an adverse change from the Grantee’s status, title, position or responsibilities as in effect immediately prior to the Change in Control; (B) the assignment to the Grantee of any duties or responsibilities which are inconsistent with the Grantee’s status, title, position or responsibilities as in effect immediately prior to the Change in Control; or (C) any removal of the Grantee from or failure to reappoint or reelect the Grantee to any of the offices or positions held by the Grantee immediately prior to the Change in Control, except in connection with the termination of the Grantee’s Continuous Service for Cause, as a result of the Grantee’s Disability or death or by the Grantee other than as a result of Constructive Termination; (ii) a material reduction in the Grantee’s annual base compensation or any failure to pay the Grantee any compensation or benefits to which the Grantee is entitled within five days of the date due; (iii) the Company’s requiring the Grantee to relocate to any place outside a 50 mile radius of the location serving as Grantee’s principal work site immediately prior to the Change in Control, except for reasonably required travel on the business of the Company or a Related Entity which is materially consistent with the travel requirements applicable to the Grantee prior to such Change in Control; (iv) the failure by the Company to (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which the Grantee was participating at any time within the 90-day period immediately prior to the Change in Control, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to the Grantee, or (B) provide the Grantee with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided the Grantee under each other employee benefit plan, program and practice in which he or she was participating at any time within the 90-day period immediately prior to the Change in Control; (v) any material breach by the Company of any provision of an agreement between the Company and the Grantee, whether pursuant to this Plan or otherwise, other than a breach which is cured by the Company within 15 days following notice by the Grantee of such breach; or (vi) the failure of the Company to obtain an agreement, satisfactory to the Grantee, from any successors and assigns to assume and agree to perform the obligations created under this Plan.
(n) “Consultant” means any person, including an advisor, who is compensated by the Company or any Related Entity for services performed as a non-employee; provided, however, that the term “Consultant” shall not include non-employee Directors serving in their capacity as Board members. The term “Consultant” shall include a member of the board of directors of a Related Entity.
(o) “Continuous Service” has the meaning assigned to such term in the applicable Award Agreement or if such term is not defined in the applicable Award Agreement, means the performance of services for the Company or a Related Entity (whether now existing or subsequently established) by a person in the capacity of an Employee, a Director or a Consultant. For purposes of the Plan, a Grantee shall be deemed to cease Continuous Service immediately upon the occurrence of either of the following events: (i) the Grantee no longer performs services in any of the foregoing capacities for the Company or any Related Entity or (ii) the entity for which the Grantee is performing such services ceases to remain a Related Entity of the Company, even though the Grantee may subsequently continue to perform services for that entity; provided, however, that the event the Grantee’s Award is subject to Section 409A of the Code and payable upon his or her separation from service, then his or her Continuous Service shall, with respect to that Award, be deemed to terminate when such Grantee is deemed to have a separation from service under Treasury Regulations Section 1.409A-1(h). In jurisdictions requiring notice in advance of an effective termination of a Grantee’s service as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of active service to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before such individual’s termination as an Employee, Director or Consultant can be effective under Applicable Laws. The Administrator shall have authority to determine whether Continuous Service is deemed to cease during any leave of absence.
A-2
Table of Contents
Appendix A
(p) “Director” means a member of the Board.
(q) “Disability” has the meaning assigned to such term in the applicable Award Agreement or if such term is not defined in the applicable Award Agreement, means the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more, as determined in the good faith discretion of the Administrator.
(r) “Dividend Equivalent Right” means a right entitling the Grantee to compensation measured by dividends declared or paid with respect to the Common Stock underlying his or her Award (other than an Option or SAR Award).
(s) “Domestic Partner” means a person who shares a household with the Grantee and otherwise meets and continues to meet all of the criteria detailed in the Gilead Sciences Affidavit of Domestic Partnership, which domestic partnership has been internally registered with the Company by filing with the Company an original, properly completed, notarized Gilead Sciences Affidavit of Domestic Partnership.
(t) “Employee” means any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. Neither service as a Director nor payment of a director’s fee by the Company or a Related Entity shall be sufficient to constitute “employment” by the Company.
(u) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(v) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is on the date of determination listed on any established stock exchange, including without limitation the Nasdaq Global or Global Select Market, the American Stock Exchange or the New York Stock Exchange, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange on the date of determination (or, if no closing sales price or closing bid was quoted on that date, as applicable, on the last preceding trading date such closing sales price or closing bid was quoted), as the applicable quoted price is reported in The Wall Street Journal or such other source as the Board deems reliable;
(ii) If the Common Stock is on the date of determination regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, the Fair Market Value per share of Common Stock shall be the mean between the high bid and high asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last preceding date such prices were quoted), as the applicable quoted prices are reported in The Wall Street Journal or such other source as the Board deems reliable; or
(iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof shall, for purposes of any Award other than an Incentive Stock Option, be determined by the Board through the reasonable application of a reasonable valuation method that takes into account the applicable valuation factors set forth in the Treasury Regulations issued under Section 409A of the Code and shall, for purposes of an Incentive Stock Option, be determined by the Board in good faith in accordance with the standards of Section 422 of the Code and the applicable Treasury Regulations thereunder.
(w) “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.
(x) “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, Domestic Partner, a trust in which such persons (or the Grantee) have more than 50% of the beneficial interest, a foundation in which such persons (or the Grantee) control the management of assets, and any other entity in which such persons (or the Grantee) own more than fifty percent (50%) of the voting interests.
(y) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(z) “Non-statutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(aa) “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(bb) “Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.
(cc) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(dd) “Performance Shares” or “Performance Share Units” means an Award denominated in Shares which may be earned in whole or in part upon attainment of one or more performance criteria established by the Administrator and settled in actual Shares, except to the extent the Administrator may determine to settle such Award in whole or in part in cash.
(ee) “Performance Units” means an Award denominated in U.S. dollars which may be earned in whole or in part based upon attainment of performance criteria established by the Administrator and settled for cash, except to the extent that the Administrator may determine to settle such Award in whole or in part in Shares.
2022 Proxy Statement A-3
Table of Contents
Appendix A
(ff) “Phantom Share” means an Award denominated in Shares in which the Grantee has the right to receive an amount equal to the value of a specified number of Shares at a designated time or over a designated period and which will be payable in cash or Shares as established by the Administrator.
(gg) “Plan” means this Gilead Sciences, Inc. 2022 Equity Incentive Plan, as amended from time to time.
(hh) “Prior Plans” means the Gilead Sciences, Inc. 2004 Equity Incentive Plan and the Gilead Sciences, Inc. 2018 Equity Incentive Plan, each as amended.
(ii) “Related Entity” means (i) any Parent or Subsidiary of the Company and (ii) any other entity in which the Company or any Parent or Subsidiary holds a substantial ownership interest, directly or indirectly.
(jj) “Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration (including any cash consideration) and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator.
(kk) “Restricted Stock Unit” means an Award in the form of a contractual right to receive Shares in one or more installments over a defined period of Continuous Service or upon the attainment of one or more performance goals established by the Administrator or in one or more deferred installments following the completion of such period of Continuous Service or the attainment of such performance goals.
(ll) “Retirement” has the meaning assigned to such term in the applicable Award Agreement or if such term is not defined in the applicable Award Agreement, means a cessation of Continuous Service on or after the date on which the Grantee (i) attains age 55 and completes at least ten (10) years of Continuous Service or (ii) attains age 65.
(mm) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.
(nn) “SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured by appreciation in the value of the Common Stock underlying such Award.
(oo) “Share” means a share of the Common Stock.
(pp) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(qq) “Withholding Taxes” mean the applicable income, employment or similar taxes required or permitted to be withheld in connection with the issuance, exercise, vesting or settlement of an Award, as determined by the Administrator.
3. Stock Subject to the Plan.
(a) Subject to the provisions of Section 9 below and adjustments pursuant to Section 3(b) below, the maximum number of Shares which may be issued in the aggregate under the Plan pursuant to all Awards made hereunder (including, without limitation, Restricted Stock, Restricted Stock Units, Performance Shares, Options, SARs, Dividend Equivalent Rights, and Phantom Shares) shall be limited to 132,000,000 Shares, less one Share for every one Share granted under an award of options or stock appreciation rights under the Prior Plans after February 18, 2022 and prior to the effective date of the Plan and less 2.5 Shares for every one Share granted under an award other than options or stock appreciation rights under the Prior Plans after February 18, 2022 and prior to the effective date of the Plan. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock. The maximum number of Shares that may be issued pursuant to Incentive Stock Options that are granted under the Plan shall be limited to 132,000,000 Shares. After the effective date of the Plan, no awards may be granted under any Prior Plans.
(b)
If (i) any Shares covered by an Award (or portion of an Award) is forfeited, canceled or expires (whether voluntarily or involuntarily), is settled in cash, or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, or (ii) after February 18, 2022, any Shares covered by an award granted under any Prior Plan is forfeited, canceled or expires (whether voluntarily or involuntarily), is settled in cash, or otherwise does not result in the issuance of all or a portion of the Shares subject to such award, then in each such case the Shares subject to such Award or such Prior Plan award shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, be deemed not to have been issued, or added to the Shares available for grant, as applicable in accordance with Section 3(d) below, for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. If the exercise price of an Option is paid with Shares (whether tendered by the Participant or withheld by the Company), then the maximum aggregate number of Shares available under the Plan shall be reduced by the gross number of Shares for which that Option is exercised, and not by the net number of Shares actually issued by the Company upon such exercise. Upon the exercise of any SAR under the Plan, the maximum aggregate number of Shares available under the Plan shall be reduced by the gross number of Shares as to which such right is exercised, and not by the net number of Shares actually issued by the Company upon such exercise. Shares that are tendered by a Participant or withheld by the Company in satisfaction of any Withholding Taxes related to an Option or SAR shall not again be available for issuance under the Plan. Shares that are tendered by a Participant or withheld by the Company in satisfaction of any Withholding Taxes related to an Award other than an Option or SAR, or that otherwise are subject to but not actually issued under an Award other than an Option or SAR, or Shares that are tendered or withheld after February 18, 2022 to satisfy Withholding Taxes related to an award other than an option or stock appreciation right granted under any Prior
A-4
Table of Contents
Appendix A
Plan, shall in each such case not be deemed to have been issued and shall be available for future issuance under the Plan in accordance with Section 3(d) for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan.
(c) The Administrator may issue Awards under the Plan in settlement of, or in assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the acquisition by the Company or a Related Entity of another entity, an interest in another entity or an additional interest in a Related Entity, whether by merger, stock purchase, asset purchase or other form of transaction (“Substitute Awards”). Substitute Awards shall not reduce the Shares authorized for issuance under the Plan. Additionally, in the event that a company acquired by the Company or a Related Entity or with which the Company or a Related Entity combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for issuance under the Plan; provided that Awards using such available shares shall only be made (i) until the last date that awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and (ii) to individuals who were not Employees, Directors or Consultants prior to such acquisition or combination.
(d) Any Shares issued under the Plan pursuant to any Awards of Options or SARs shall be counted against the limit set forth in Section 3(a) as one Share for every one Share issued. Any Shares issued under the Plan pursuant to any Awards other than Options or SARs shall be counted against the limit set forth in Section 3(a) as 2.5 Shares for every one Share issued. Any Shares that again become available for Awards under the Plan pursuant to this Section 3 shall be added as (i) one Share for every one Share subject to Awards of Options or SARs granted under the Plan or awards of options or stock appreciation rights granted under any Prior Plan, and (ii) as 2.5 Shares for every one Share subject to Awards other than Options or SARs granted under the Plan or awards other than options or stock appreciation rights granted under any Prior Plan.
4. Administration of the Plan.
(a) Plan Administrator:
(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.
(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board or such Committee may authorize one or more Officers of the Company to grant such Awards, subject to such terms and conditions as the Board or Committee may impose; provided, however, that any delegation of such authority shall in all events be subject to the limitations and restrictions of Applicable Laws, including any required limitation on the maximum of Shares for which Awards may be made by such Officer or Officers.
(b) Powers of the Administrator: Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion:
(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;
(ii) to determine when and to what extent Awards are to be granted hereunder;
(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder;
(iv) to approve forms of Award Agreements for use under the Plan;
(v) to determine the terms and conditions of any Award granted hereunder;
(vi) to amend the terms of any outstanding Award granted under the Plan, including to accelerate vesting or waive any other terms and conditions of an Award, provided that (A) any amendment that would materially and adversely affect the Grantee’s rights under an outstanding Award without adequate compensation therefor shall not be made without the Grantee’s written consent, (B) the reduction of the exercise price of any Option or SAR awarded under the Plan shall be subject to stockholder approval as provided in Section 7(b), and (C) canceling an Option or SAR at a time when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange for a cash payment, another Option, SAR, Restricted Stock or other Award or any other property shall be subject to stockholder approval as provided in Section 7(b), unless the cancellation and exchange occurs in connection with a Change in Control as provided in Section 11 or pursuant to an adjustment effected in accordance with Section 10;
2022 Proxy Statement A-5
Table of Contents
Appendix A
(vii) to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan;
(viii) to construe, interpret, and adjust performance criteria, or the assessment of any performance criteria, applicable to any Award, including to account for any unusual in nature or infrequently occurring items;
(ix) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions and to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan; and
(x) to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems necessary or appropriate.
(c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law against all reasonable expenses (including attorneys’ fees), actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within 30 days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to handle and defend the same.
5. Eligibility.
(a) Generally. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards.
(b) Non-Employee Director Limitations. A non-employee Director may not be paid or granted cash compensation or equity-based awards under this Plan or otherwise for services provided as a director with an aggregate value (based on the grant date fair value of equity-based awards) in excess of $750,000 in any calendar year for any non-employee Director other than the Chairman of the Board and in excess of $1,00,000 in any calendar year for any non-employee Director serving as the Chairman of the Board. Such limitation shall apply to both continuing non-employee Directors and newly-elected or appointed non-employee Directors. For the avoidance of doubt, cash compensation shall be counted towards this limit in the year earned (regardless of whether deferred), and any interest or other earnings on such compensation shall not count towards the limit.
6. Terms and Conditions of Awards
(a) Types of Awards. The Administrator is authorized under the Plan to grant Options, SARs, Dividend Equivalent Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Phantom Shares, and any other cash bonus or right or benefit denominated in or valued by reference to Shares. Any Award may consist of one such security or benefit, or two or more of them in any combination or alternative.
(b) Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria.
(c) Minimum Vesting. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based Awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (i) Substitute Awards, (ii) Shares delivered in lieu of fully-vested cash obligations, (iii) Awards to non-employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any Shares issued under additional Awards the Administrator may grant, up to a maximum of 5% of the available share reserve authorized for issuance under the Plan pursuant to Section 3(a) (subject to adjustment under Section 9); provided, further, that the foregoing restriction does not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of Retirement, death, Disability or a Change in Control, in the terms of the Award Agreement or otherwise.
(d) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity to elect to defer receipt of the Shares or other consideration due upon the settlement of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or
A-6
Table of Contents
Appendix A
other consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program. Notwithstanding the foregoing, each such deferral opportunity shall be structured by the Administrator so as to comply with all applicable requirements of Code Section 409A and the Treasury Regulations thereunder.
(e) Special Provisions Applicable to Options and SARs.
(i) Award Designation. Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Non-statutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares for which one or more Options designated as Incentive Stock Options become first exercisable by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, the excess number of Shares shall be treated as subject to Non-statutory Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order in which they were granted, except to the extent otherwise provided by Applicable Law, and the Fair Market Value of the Shares shall be determined as of the grant date of the relevant Option.
(ii) Term. The term of each Option and SAR shall be the term stated in the Award Agreement; provided, however, that the term of an Option and SAR shall be no more than ten years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.
(iii) Exercise or Purchase Price. The per Share exercise price for each Option shall be not less than 100% of the Fair Market Value per Share on the date of grant; provided; however, that in the case of an Incentive Stock Option granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less than 110% of the Fair Market Value per Share on the date of grant. The exercise price or the base amount on which the stock appreciation for an SAR is calculated shall be not less than 100% of the Fair Market Value per Share on the date of grant.
(iv) Post-Termination Exercise. Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of Employee status shall convert automatically to a Non-statutory Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the period specified in the Award Agreement.
(v) No Authority to Reprice. Without the consent of stockholders of the Company, no Award may be repriced, replaced, regranted through cancellation, or modified (except as provided in Section 10) if the effect is to reduce the exercise or purchase price for the Shares underlying such Award. In addition, the replacement or substitution of one Award for another Award is prohibited, absent stockholder consent, to the extent it has the effect of reducing the exercise or purchase price of the underlying Shares. No Award with an exercise price per Share in excess of the then current Fair Market Value per Share may be cancelled or exchanged for a payment of cash, other Award, or other property, except in connection with a Change in Control transaction.
(f) Dividends and Dividend Equivalent Rights. The Administrator may provide that any Awards earn dividends or Dividend Equivalent Rights; provided, however, that Dividend Equivalent Rights may not be granted in connection with any Option or SAR. No payment shall be made with respect to any dividend or Dividend Equivalent Right granted in connection with an Award unless, until and only to the extent that the related vesting conditions of such Award are satisfied. Any crediting of dividends or Dividend Equivalent Rights may be subject to such restrictions and conditions as the Administrator may establish, including reinvestment in additional Shares or Restricted Stock Units, and may be settled in cash or in Shares as determined by the Administrator.
(g) Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Options may not be transferred to third party financial institutions for value. Other Awards shall be transferable by will and by the laws of descent and distribution, and during the lifetime of the Grantee, such Awards shall be transferable, by gift or pursuant to a domestic relations order, to members of the Grantee’s Immediate Family to the extent and in the manner determined by the Administrator. Notwithstanding the foregoing, the Grantee may designate a beneficiary of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.
7. Payment of Exercise or Purchase Price and Withholding Taxes. The Company’s obligation to settle an Award, including to deliver Shares upon the exercise, vesting or settlement of an Award, shall be subject to the satisfaction of all applicable Withholding Taxes and the payment of any applicable exercise price, purchase price or other consideration. The method of payment of such Withholding Taxes, exercise price, purchase price or other consideration, as applicable, shall be determined in the sole discretion of the Administrator. In addition to any other payment methods that the Administrator may approve, the Administrator is authorized to accept the following, provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration to the extent required under Applicable Law:
2022 Proxy Statement A-7
Table of Contents
Appendix A
(a) cash;
(b) check;
(c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Award);
(d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide instructions (either in writing or electronically) to a Company-designated brokerage firm (or, with respect to Grantees subject to Section 16 of the Securities Exchange Act, a broker reasonably satisfactory to the Company for purposes of administering such procedure in accordance with the Company’s pre-clearance/pre-notification policies) to effect the immediate sale of some or all of the purchased Shares and remit to the Company on the settlement date sufficient funds to cover the aggregate exercise price payable for the purchased Shares and any applicable Withholding Taxes and (B) shall provide directives (either in writing or electronically) to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm on the settlement date in order to complete the sale transaction; or
(e) any combination of the foregoing.
8. Conditions Upon Issuance of Shares.
(a) Shares shall not be issued pursuant to the exercise, vesting or settlement of an Award unless the exercise, vesting or settlement of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws as determined by counsel for the Company. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
(b) As a condition to the issuance of any Shares in connection with the exercise, vesting or settlement of an Award, the Company may require the person holding such Award to represent and warrant at the time of such issuance that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.
9. Adjustments Upon Changes in Capitalization. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class, or should the value of the outstanding shares of Common Stock change as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable and proportional adjustments shall be made by the Administrator to the maximum number and class(es) of securities issuable under the Plan and the maximum number and class(es) of securities which may be issued pursuant to Incentive Stock Options granted under the Plan pursuant to Section 3(a), and the outstanding Awards will be equitably and proportionally adjusted as to the number and class(es) of securities and exercise price (or other cash consideration) payable per Share subject to such outstanding Awards. The adjustments shall be made in such manner as the Administrator deems appropriate in order to prevent the dilution or enlargement of benefits under the Plan and the outstanding Awards thereunder, and such adjustments shall be final, binding and conclusive. In the event of a Change in Control, however, the adjustments (if any) shall be made solely in accordance with the applicable provisions of Section 10.
10. Change in Control
(a) Effect of Change in Control on Awards.
(i) In the event of a Change in Control, the Board in its sole discretion may, to the extent permitted by Applicable Law, provide for the following treatment of outstanding Options and SARs: (w) such Awards shall fully vest and become exercisable prior to the effective date of the Change in Control; (x) any surviving corporation shall assume any Options or SARs outstanding under the Plan or shall substitute economically equivalent awards for the Options and SARs outstanding under the Plan, (y) the time during which such Options or SARs may be exercised shall be accelerated so that those Awards may be exercised for fully-vested Shares and those Awards shall terminate if not exercised prior to the Change in Control, or (z) such Options or SARs shall continue in full force and effect. In addition, the Board may provide that Options and SARs outstanding as of the date of the Change in Control shall be cancelled and terminated without payment if the Fair Market Value of one Share as of the date of the Change in Control is less than the per Share Option exercise price or SAR grant price.
(ii) In the event of a Change in Control, the Board in its sole discretion may, to the extent permitted by Applicable Law, provide for the following treatment of any other Award outstanding under the Plan at the time of the Change in Control: such Award may be assumed by the surviving corporation, replaced with an economically-equivalent substitute award or otherwise continued in full force in effect. To the extent any such Award is not assumed, replaced with an economically-equivalent substitute award or otherwise continued in effect, that Award shall vest, and the shares of Common Stock subject to that Award shall be issued as fully-vested shares, immediately prior to the effective date of the Change in Control.
A-8
Table of Contents
Appendix A
(iii) Any Award which is assumed in connection with a Change in Control or otherwise continued in effect shall be adjusted immediately after the consummation of that Change in Control so as to apply to the number and class of securities into which the shares of Common Stock subject to that Award immediately prior to the Change in Control would have been converted in consummation of such Change in Control had those shares been outstanding at that time, and appropriate adjustments shall also be made to the exercise price or any other consideration payable per share thereunder. To the extent the holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the outstanding Awards and subject to the approval of the Administrator prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided such common stock is readily traded on an established U.S. securities exchange or market.
(iv) The Administrator may structure one or more Awards so that the Shares subject to those Awards shall vest (or shall vest and become issuable) immediately prior to the effective date of a Change in Control, whether or not those Awards are assumed, replaced with an economically-equivalent substitute award or otherwise continued in full force and effect.
(v) Awards subject to performance-vesting requirements shall be treated as provided for in the applicable Award Agreements, and may be structured so that upon the occurrence of a Change in Control prior to the completion of the applicable performance measurement period, the applicable performance goal or goals established for those Awards will be deemed to have been met at the level pre-specified in the Award Agreement based on actual performance, if calculable, or at target (either in full or pro-rata) or may be structured to convert into Restricted Stock or Restricted Stock Unit Awards based on actual achievement of performance goals or based on target performance at the time of the Change in Control (either in full or pro-rata).
(b) Acceleration of Award Upon Cessation of Continuous Service In Connection With a Change in Control. Notwithstanding any other provisions of this Plan to the contrary, if during the Applicable Acceleration Period following the consummation of a Change in Control, the Continuous Service of an Employee or a Consultant terminates due to an involuntary termination (not including death or Disability) without Cause or a voluntary termination by the Grantee due to Constructive Termination, then the vesting and exercisability of all Awards held by such Grantee shall be accelerated, or any reacquisition or repurchase rights held by the Company with respect to an Award shall lapse, as follows:
● With respect to Options and SARs held by a Grantee at the time of such termination, such Options and SARs shall become immediately exercisable as to all the underlying Shares and may be exercised for any or all of those Shares as fully-vested shares until the expiration or sooner termination date of those Awards as set forth in the applicable Award Agreement.
● With respect to all other Awards held by the Grantee at the time of such termination, the underlying Shares shall immediately vest at that time and shall be issued in accordance with the terms of the applicable Award Agreement (with the treatment and payout of any Awards subject to performance-based vesting conditions to be governed by the applicable Award Agreement), and any reacquisition or repurchase rights held by the Company with respect to any such Shares shall lapse as of the date of such termination.
11. Effective Date and Term of Plan. The Plan was approved by the Board on March 12, 2022, and shall become effective upon its approval by the stockholders of the Company. It shall continue in effect until May 4, 2032 unless sooner terminated.
12. Amendment, Suspension or Termination of the Plan. The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by NASDAQ Stock Market Rule 5635(c), Section 422 of the Code and regulations promulgated thereunder, or any other Applicable Laws, or if such amendment would change any of the provisions of Section 4(b)(vi) or this Section 12(a). No Award may be granted during any suspension of the Plan or after termination of the Plan. No suspension or termination of the Plan (including termination of the Plan under Section 11, above) shall adversely affect any rights under Awards previously granted hereunder, and such Awards shall continue in effect following such Plan termination.
13. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without Cause, and with or without notice to the extent permitted by Applicable Law. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan.
14. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.
2022 Proxy Statement A-9
Table of Contents
Appendix A
15. Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations.
16. Governing Law. The Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without resort to that State’s conflict-of-law provisions.
17. Section 409A Compliance. The Board reserves the right, to the extent it deems it necessary or advisable in its sole discretion, to alter or modify the Plan and any outstanding Awards under the Plan, without the consent of the Grantees, so as to ensure that all Awards and Award Agreements provided to Grantees who are subject to U.S. income taxation either qualify for an exemption from the requirements of Section 409A of the Code or are structured in a manner that complies with those requirements; provided, however, that neither the Company nor any Related Entity makes any representations that any Awards made under the Plan will in fact be exempt from the requirements of Section 409A of the Code or otherwise comply with those requirements, and each Grantee shall accordingly be solely responsible for any taxes, penalties or other amounts which may become payable with respect to his or her Awards by reason of Section 409A of the Code.
18. Deferred Issuance Date. Notwithstanding any provision to the contrary in this Plan or any outstanding Award Agreement, to the extent any Award under this Plan may be deemed to create a deferred compensation arrangement under Section 409A of the Code, then the following limitations shall apply to such Award and the applicable Award Agreement (if not otherwise expressly provided therein):
● No shares of Common Stock or other amounts which become issuable or distributable under such Award Agreement by reason of the Grantee’s cessation of Continuous Service shall actually be issued or distributed to such Grantee until the date of his or her separation from service (as determined in accordance with the provisions of Section 1.409A-1(h) of the Treasury Regulations) or as soon thereafter as administratively practicable, but in no event later than the later of (i) the close of the calendar year in which such separation from service occurs or (ii) the fifteenth day of the third calendar month following the date of such separation from service.
● No shares of Common Stock or other amounts which become issuable or distributable under such Award Agreement by reason of the Grantee’s cessation of Continuous Service shall actually be issued or distributed to such Grantee prior to the earlier of (i) the first day of the seventh (7th) month following the date of the Grantee’s separation from service or (ii) the date of Grantee’s death, if he or she is deemed at the time of such separation from service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations as determined by the Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of the Grantee’s separation from service or (if earlier) the first day of the month immediately following the date the Company receives proof of his or her death.
19. Clawback/Recoupment. All Awards granted hereunder are subject to the terms of the Company’s clawback policy, as it may be amended from time to time. In addition, and notwithstanding any other provisions herein to the contrary, any performance-based compensation, or any other amount paid to a Grantee pursuant to an Award which is subject to recovery under any law, government regulation, stock exchange listing requirement, or any policy adopted by the Company will be subject to forfeiture and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement, or policy adopted by the Company.
A-10
Table of Contents
Details for the Gilead
Sciences, Inc. 2022
2024 Annual
Meeting of Stockholders

Participation

~~Participation~~

This year’s Annual Meeting will be held in a virtual format by live webcast. 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.

You are entitled to participate in the Annual Meeting if you were a holder of Gilead common stock as of the close of business on the Record Date, ~~Tuesday,~~Friday, March 15, ~~2022,~~2024, or hold a valid proxy for the meeting. To participate, go to www.virtualshareholdermeeting.com/~~GILD2022~~GILD2024 on the day of the Annual Meeting and log in using the 16-digit control number found on the proxy card, voting instruction form or notice of internet availability. If you are a beneficial stockholder, you may contact your broker, bank or other institution where you hold your account if you have questions about obtaining your control number. Once you are admitted to the Annual Meeting as a stockholder, you may vote by following the instructions available on the meeting website. Online check-in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meeting through the meeting website, please call the support team at the numbers listed on the website log in screen.

Stockholders as of the close of business on the Record Date may also submit written questions for consideration during the Annual Meeting. The question and answer session will include questions submitted in advance of and during the Annual Meeting that comply with our Rules of Conduct and Procedures and as time permits. Questions may be submitted within the 48-hour period preceding the start of the Annual Meeting at www.proxyvote.com or during the Annual Meeting at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024.

Additional information regarding the rules and procedures for participating in the Annual Meeting, including the question and answer session, will be set forth in our Rules of Conduct and Procedures. You may view the Rules of Conduct and Procedures prior to the meeting at our Investors page at investors.gilead.com/annual-meeting or during the Annual Meeting at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024.

We will make the Annual Meeting viewable to anyone interested in a webcast at www.virtualshareholdermeeting.com/~~GILD2022.~~GILD2024. Interested persons who were not stockholders as of the close of business on the Record Date may view the webcast, but will not be able to vote or ask questions during the Annual Meeting.

Wednesday, May ~~4, 2022~~
8, 2024
10:00 a.m. Pacific Daylight Time

Via Webcast at

www.virtualshareholdermeeting.com/~~GILD2022~~GILD2024

Voting

Whether or not you expect to attend the Annual Meeting, we recommend that you 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.

~~Prior to the Meeting:~~

PRIOR TO THE MEETING:	BY INTERNET* ~~www.proxyvote.com~~			DURING THE MEETING:


BY INTERNET*		BY TELEPHONE*	BY MAIL	BY INTERNET*


www.proxyvote.com		+1-800-690-6903 (for stockholders of record)

	~~BY MAIL~~ 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/ GILD2024

*
* 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 ~~3, 2022~~7, 2024 at ~~11:~~8:59 p.m., ~~Eastern~~Pacific Daylight Time.

~~During the Meeting:~~

	BY INTERNET* ~~www.virtualshareholdermeeting.com/GILD2022~~

*	* You will need to provide the control number that appears on your Notice of Internet Availability of Proxy Materials.

Back to Contents

~~Table of Contents~~

GILEAD SCIENCES, INC.

ATTN: INVESTOR RELATIONS

333 LAKESIDE DRIVE

FOSTER CITY, CA 94404

SCAN TO
VIEW MATERIALS & VOTE

VOTE BY INTERNET

Before The Meeting- Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until ~~11:~~8:59 P.M. ~~Eastern~~Pacific Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During the Meeting- Go to www.virtualshareholdermeeting.com/~~GILD2022~~GILD2024

You may attend the meeting via the Internet and vote during the meeting. Have your proxy card in hand when you access the web site and follow the instructions.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet before the meeting and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until ~~11:~~8:59 P.M. ~~Eastern~~Pacific Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V38259-P05192	~~D72236-P67637~~	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

GILEAD SCIENCES, INC.
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~GILEAD SCIENCES, INC.~~

	The Board of Directors recommends you vote FOR the following proposals:

To elect the nine director nominees to be named in the Proxy Statement to serve for the next year and until their successors are elected and qualified.

Nominees:

~~Nominees:~~

For

~~For~~

Against

~~Against~~

Abstain

1a.

~~1a.~~

Jacqueline K. Barton, Ph.D.

☐

1b.

Jeffrey A. Bluestone, Ph.D.

☐

1c.

Sandra J. Horning, M.D.

☐

~~1b.~~

~~Jeffrey~~

1d.

Kelly A. ~~Bluestone, Ph.D.~~Kramer

☐

1e.

Ted W. Love, M.D.

~~1c.~~

~~Sandra J. Horning, M.D.~~

☐

1f.

Harish Manwani

~~1d.~~

~~Kelly A. Kramer~~

☐

1g.

Daniel P. O’Day

~~1e.~~

~~Kevin E. Lofton~~

☐

1h.

Javier J. Rodriguez

~~1f.~~

~~Harish Manwani~~

☐

1i.

~~1g.~~Anthony Welters

~~Daniel P. O'Day~~

☐

~~1h.~~

~~Javier J. Rodriguez~~

☐

~~1i.~~

~~Anthony Welters~~

☐

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022.~~2024.

☐

To approve, on an advisory basis, the compensation of our
Named Executive Officers as presented in the Proxy Statement.

☐

		~~For~~		~~Against~~		~~Abstain~~

4.			~~To approve the Gilead Sciences, Inc. 2022 Equity Incentive Plan.~~		☐		☐	☐

~~The Board of Directors recommends you vote AGAINST the following proposals:~~

5.	~~To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director.~~		☐		☐		☐
6.	~~To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board include one member from Gilead’s non-management employees.~~		☐		☐		☐
7.	~~To vote on a stockholder proposal, if properly presented at the meeting, requesting a 10% threshold to call a special stockholder meeting.~~		☐		☐		☐
8.	~~To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board publish a third-party review of Gilead’s lobbying activities.~~		☐		☐		☐
9.	~~To vote on a stockholder proposal, if properly presented at the meeting, requesting a Board report on oversight of risks related to anticompetitive practices.~~		☐		☐		☐

	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.



		For	Against	Abstain

4.	To approve an amendment to our Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.	☐	☐	☐

The Board of Directors recommends you vote AGAINST the following proposals:		For	Against	Abstain

5.	To vote on a stockholder proposal requesting that the Board include one member from the Company’s non-management employees.	☐	☐	☐

6.	To vote on a stockholder proposal requesting that the Board issue a report detailing the risks and costs to the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks.	☐	☐	☐

7.	To vote on a stockholder proposal requesting that the Board adopt a policy requiring the Company’s named executive officers to retain at least 25% of net-after tax shares of stock acquired through equity pay programs until reaching normal retirement age (at least age 60).	☐	☐	☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


	Signature [PLEASE SIGN WITHIN BOX]	Date


Signature (Joint Owners)	Date

Back to Contents

~~Table of Contents~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K ~~and Supplement~~ are available at www.proxyvote.com.



	~~D72237-P67637~~V38260-P05192

GILEAD SCIENCES, INC.

Annual Meeting of Stockholders

May ~~4, 2022~~8, 2024 10:00 AM Pacific Time

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Daniel P. ~~O'Day~~O’Day and ~~Brett A. Pletcher,~~Deborah H. Telman, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Gilead Sciences, Inc. Common Stock, which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the company to be held virtually on May ~~4, 2022,~~8, 2024, 10:00 a.m. Pacific Time, at www.virtualshareholdermeeting.com/~~GILD2022,~~GILD2024, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of ~~Directors'~~Directors’ recommendations.

Continued and to be signed on reverse side

~~CHECK THE APPROPRIATE BOX:~~Check the appropriate box:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule ~~14a-6(e)~~14A-6(E)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

~~PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY)~~Payment of Filing Fee (Check all boxes that apply):
☑		No fee ~~required~~required.
☐		Fee paid previously with preliminary ~~materials~~materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11~~0-11.

~~INTEGRITY~~	~~INCLUSION~~	~~EXCELLENCE~~	~~TEAMWORK~~	~~ACCOUNTABILITY~~
~~Doing What’s Right~~	~~Encouraging Diversity~~LONG-TERM AMBITIONS		~~Being Your Best~~	~~Working Together~~STRATEGIC PRIORITIES
	~~Taking Personal Responsibility~~			*(Refreshed in 2023)*

Proposal	Items of Business	Board Recommendation
~~Proposal~~ 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
~~Proposal~~ 2	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022.~~ 2024.		FOR
~~Proposal~~ 3	To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement.		FOR
~~Proposal~~ 4	To approve ~~the Gilead Sciences, Inc. 2022 Equity Incentive Plan.~~ an amendment to our Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.		FOR
~~Proposal~~ 5	To vote on a stockholder proposal ~~if properly presented at the meeting, requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director.~~	~~AGAINST~~
~~Proposal 6~~ ~~To vote on a stockholder proposal, if properly presented at the meeting,~~ requesting that the Board include one member from ~~Gilead’s~~the Company’s non-management employees.		AGAINST
~~Proposal 7~~ 6	To vote on a stockholder proposal ~~if properly presented at~~requesting that the ~~meeting, requesting~~Board issue a ~~10% threshold~~report detailing the risks and costs to ~~call a special stockholder meeting.~~ the Company caused by opposing or otherwise altering Company policy in response to state policies regulating abortion, and detailing any strategies beyond litigation and legal compliance that the Company may deploy to minimize or mitigate these risks.		AGAINST
~~Proposal 8~~ 7	To vote on a stockholder proposal ~~if properly presented at the meeting,~~ requesting that the Board ~~publish~~adopt a ~~third-party review~~policy requiring the Company’s named executive officers to retain at least 25% of ~~Gilead’s lobbying activities.~~ net-after tax shares of stock acquired through equity pay programs until reaching normal retirement age (at least age 60).		AGAINST
~~Proposal 9~~ ~~To vote on a stockholder proposal, if properly presented at the meeting, requesting a Board report on oversight of risks related to anticompetitive practices.~~				~~AGAINST~~
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

~~2021~~2023 Option Exercises and Stock Vested	7175
~~2021~~2023 Nonqualified Deferred Compensation	7175
~~2021~~2023 Potential Payments Upon Involuntary Termination or Change in Control Termination	7276
~~CEO~~ Pay ~~Ratio~~Versus Performance	7377
~~EQUITY INCENTIVE PLAN~~	74
Charter Amendment Proposal	80

Proposal 4: Approval of ~~the Gilead Sciences, Inc. 2022 Equity Incentive Plan~~an Amendment to OurRestated Certificate of Incorporation to ReflectNew Delaware Law Provisions Regarding Officer Exculpation	7480
~~STOCKHOLDER PROPOSALS~~Stockholder Proposals	82

Proposal 5: Stockholder Proposal Requesting thatthe Board Include One Member from Gilead’sNon-Management Employees	82
Proposal 6: Stockholder Proposal Requesting thatthe Board Issue a Report on Risks of SupportingAbortion	84
Proposal 7: Stockholder Proposal Requesting that the Board Adopt a Policy ~~that~~Requiring the ~~Chairperson~~Named Executive Officers to Retain a Significant Percentage of ~~the Board of Directors be an Independent Director~~Stock Acquired through Equity PayPrograms	8287
~~Proposal 6: Stockholder Proposal Requesting that the Board Include One Member from Gilead’s Non-Management Employees~~	86
~~Proposal 7: Stockholder Proposal Requesting a 10% Threshold to Call a Special Stockholder Meeting~~Stock Ownership Information	8889
~~Proposal 8: Stockholder Proposal Requesting that the Board Publish a Third-Party Review of Gilead’s Lobbying Activities~~	90
~~Proposal 9: Stockholder Proposal Requesting a Board Report on Oversight of Risks Related to Anticompetitive Practices~~	92
~~STOCK OWNERSHIP INFORMATION~~	94
Security Ownership of Certain Beneficial Owners and Management	9489
~~Delinquent Section 16(a) Reports~~	95
~~OTHER INFORMATION~~Other Information	9691

Householding of Proxy Materials	9691
Other Legal Matters	9691
~~QUESTIONS AND ANSWERS~~	97
~~APPENDIX A: GILEAD SCIENCES, INC. 2022 EQUITY INCENTIVE PLAN~~	~~A-1~~

●	~~Expand Internal and External Innovation~~	●	~~Increase Patient Access and Benefit~~
●	~~Strengthen Portfolio Strategy and Decision-Making~~	●	~~Continue to Evolve Our Culture~~

PRIOR TO THE MEETING:						DURING THE MEETING:
	BY INTERNET* ~~www.proxyvote.com~~		BY TELEPHONE*	BY MAIL			BY INTERNET*
www.proxyvote.com		+1-800-690-6903 ~~(for~~ (for stockholders of record)			~~BY MAIL~~ 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/GILD2024
*						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 ~~3, 2022~~7, 2024 at ~~11:~~8:59 p.m., ~~Eastern~~Pacific Daylight Time.


*	You will need to provide the control number that appears on your Notice of Internet Availability of Proxy Materials.

~~OVERVIEW~~Overview	5

~~2021~~2023 Business Highlights	5
~~Our Environmental, Social and Governance Program~~Corporate Responsibility	97
~~PROXY VOTING ROADMAP~~	10
~~PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS ON MAY 4, 2022~~Proxy Voting Roadmap	128
~~CORPORATE GOVERNANCE~~	13
Elements of Executive Compensation	10

Corporate Governance	12

Proposal 1: Election of Directors	1312
The Gilead Board of Directors	1413
Our Board’s Role and Responsibilities	2423
Board Leadership Structure	2927
Committees of Our Board of Directors	3231
Board Processes	3534
Compensation of Non-Employee Board Members	36
~~AUDIT MATTERS~~	39
Audit Matters	39

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm	39
Annual Evaluation and Selection of Independent Auditor	39
Rotation of Lead Audit Partner	39
Principal Accountant Fees and Services	40
Pre-Approval Policy and Procedures	40

Audit Committee Report	41
~~EXECUTIVE OFFICERS~~	42
~~EXECUTIVE COMPENSATION~~Executive Officers	4442

Executive Compensation	44

Proposal 3: Advisory Vote to Approve theCompensation of Our Named Executive Officers	44
Compensation Discussion and Analysis	45
Other Executive Compensation Policies and Practices	5859
Compensation and Talent Committee Report	6263
Severance and Change in Control Arrangements with Named Executive Officers	6263
CEO Pay Ratio	67
Summary Compensation Table	6668
~~2021~~2023 Grants of Plan-Based Awards	6770
~~2021~~2023 Outstanding Equity Awards at Fiscal Year-End	6972

●	~~Extending our leadership in virology.~~ We demonstrated our continued strength and innovation in HIV and our commitment to ending the epidemic through our efforts to develop long-acting and curative treatments. We also continued to develop Veklury^® ~~for use by more people infected with COVID-19 while increasing access for patients around the world.~~
●	~~Growing our oncology portfolio.~~ ~~We delivered new transformative oncology therapies to patients and nearly doubled our oncology revenues from the prior year. We also expanded and advanced our oncology pipeline.~~
●	~~Achieving solid financial performance.~~ ~~With our solid financial performance and the strength of our core business, we delivered sustainable and responsible shareholder value while positioning the company for long-term growth.~~
●	~~Prioritizing human capital management.~~ Recognizing that our success depends on our people, we prioritized human capital management as we continue to evolve our culture to realize our ambition to be the biotech employer of choice. Throughout the year, we made notable progress in advancing inclusion and diversity and increasing employee engagement.


~~2022 Proxy Statement~~Questions and Answers	592

Details for the Gilead Sciences, Inc. 2024 Annual Meeting of Stockholders

	Biktarvy^®remains the leading HIV treatment for people starting treatment in the U.S. and Europe. Biktarvy sales were $12 billion in 2023, a 14% year-over-year increase, and Biktarvy held 48% market share in the U.S. at the end of 2023. Biktarvy has had an impressive 5+ consecutive years of growth in the U.S.
	Demand for our HIV pre-exposure prophylaxis (“PrEP”) medication, Descovy^®, continued to increase in 2023, up by 6% year-over-year. At the end of 2023, Descovy for PrEP held more than 40% market share in the U.S. A significant unmet need for HIV prevention options remains, as only approximately one-third of people in the U.S. who could benefit from PrEP currently take it.
	We consider lenacapavir, a potential best-in-class option for long-acting prevention and treatment, to be the 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. In 2023, Sunlenca^® (lenacapavir) was approved in several countries as a twice-yearly HIV treatment option for a subset of heavily treatment-experienced adults living with HIV who previously had limited options.
	We also advanced the development of lenacapavir for prevention in our pivotal Phase 3 studies, PURPOSE 1 and PURPOSE 2. These trials are part of our broader PURPOSE program, which is the most diverse clinical HIV prevention program ever designed.

●	~~Yescarta~~ ~~received FDA accelerated approval for the treatment of adult patients with relapsed or refractory FL after two or more lines of therapy. Yescarta is~~Trodelvy^®, the first ~~chimeric antigen receptor (“CAR”) T cell therapy~~and only approved Trop-2 directed antibody-drug conjugate, is demonstrating its potential for ~~patients with indolent FL.~~
●	~~Tecartus~~ ~~received FDA approval for~~patients. A cornerstone of our oncology portfolio, Trodelvy generated over $1 billion in sales in 2023 – its third full year on the ~~treatment of adult patients with relapsed or refractory B-cell precursor ALL. Tecartus is the first CAR T cell therapy~~market. Our three approved ~~for adults with ALL.~~
●	~~Trodelvy~~ received full FDA approval for the treatment of adult patients with unresectable locally advanced or metastatic TNBC and accelerated approval for the treatment of adult patients with locally advanced or metastatic urothelial cancer. In addition, the European Commission granted marketing authorizationindications for Trodelvy ~~as a second-line treatment in adult~~have reached more than 30,000 patients, ~~with unresectable or metastatic TNBC.~~

●	~~Kite Pharma, Inc. (“Kite”) submitted a supplemental Biologics License Application~~and we are continuing to explore where Trodelvy can have the FDA to expand Yescarta’s indication to include second-line treatment of adults with relapsed or refractory LBCL. Yescarta demonstrated a greater than a four-fold increase in median event-free survival compared to standard of care through two years of follow-up in the ZUMA-7 study.
●	~~Kite submitted multiple applications to the European Medicines Agency to expand the use of Yescarta~~greatest impact for ~~the treatment of relapsed or refractory FL and Tecartus for the treatment of adult ALL.~~
●	~~We expanded clinical studies of Trodelvy, which is being studied as a monotherapy and in combination with other agents in multiple~~people across many difficult-to-treat tumor types, including breast, lung and bladder cancers.
	We ~~plan~~are the global leader in cell therapy, and revenues from Yescarta^® and Tecartus^® increased to ~~initiate at least seven new~~$1.9 billion in 2023, a 28% year-over-year increase, primarily driven by strong growth outside of the U.S. in second- and third-line relapsed or refractory large B-cell lymphoma. As of the end of 2023, more than 17,000 patients have been treated with our cell therapies.
	To help enable more patients to be served around the world, we have expanded our cell therapy manufacturing capacity and expedited production. We have the largest dedicated in-house cell therapy network in the world and the shortest turnaround time in the industry (a median of 14 days in the U.S. from the collection of the patient’s T cells to the final product release).

	The U.S. Food and Drug Administration (“FDA”) and the European Commission approved Trodelvy for adult patients with pretreated HR+/HER2- breast cancer based on our Phase 3 ~~studies of Trodelvy in 2022.~~TROPiCS-02 study, which demonstrated a statistically significant and clinically meaningful median overall survival benefit.
●	We ~~exercised options on three clinical-stage programs from our collaboration with Arcus Biosciences, Inc., including the anti-TIGIT molecule, domvanalimab, which is~~had encouraging response rates in ~~Phase 2 and 3 studies in~~first-line advanced or metastatic non-small cell lung cancer ~~(“NSCLC”).~~from our Phase 2 EVOKE-02 study, further supporting our ongoing first-line Phase 3 EVOKE-03 study. We are exploring Trodelvy alone or in combination in a number of other Phase 3 trials.
●	~~We established clinical trial collaborations~~The FDA approved a label update for Yescarta to include overall survival data. Yescarta is the first and only treatment in nearly 30 years to show statistically significant improvement in overall survival for initial treatment of patients with ~~Merck & Co., Inc. to evaluate Trodelvy~~relapsed or refractory large B-cell lymphoma versus the historical standard of care in ~~combination with Merck’s anti-PD-1 therapy, Keytruda (pembrolizumab), in first-line locally advanced or metastatic TNBC and first-line metastatic NSCLC.~~a curative setting.

Arcellx, Inc.	Tentarix Biotherapeutics, Inc.	XinThera, Inc.	Epicrispr Biotechnologies	Compugen Ltd.
Expansion of global strategic collaboration to co-develop and co-commercialize its lead candidate, anito-cel, for the treatment of patients with relapsed or refractory multiple myeloma to also include the treatment of lymphomas	New collaboration to discover and develop multi-functional, conditional protein therapeutics for oncology and inflammatory diseases	Acquisition to complement our existing clinical development priorities by adding pipeline assets for well-validated targets in oncology and inflammation	New research collaboration and license agreement to leverage licensed technology to modulate certain genes to potentially enhance CAR T-cell functionality	An exclusive license agreement for later- stage development and commercialization of novel pre-clinical anti-IL18 binding protein antibodies that have the potential to treat various tumor types

	●	Demand for our virology portfolio remained strong, led by the continued growth of Biktarvy with sales of $8.6 billion in 2021, which represents an increase of 19% from 2020. Veklury sales contributed $5.6 billion. Strong Biktarvy and Veklury sales helped mitigate the impact of the pandemic on our HIV and hepatitis C virus businesses as well as the loss of U.S. patent exclusivity for Atripla and Truvada.
	●	~~Our oncology sales were $1.25 billion, with cell therapy sales of $871 million, an increase of 43% from 2020, and Trodelvy sales of $380 million in its first full year.~~

●	~~We invested in our commercial portfolio and clinical pipeline across therapeutic areas, including $5.4 billion in R&D.~~
●	~~With our strong operating cash flows, we returned capital to our stockholders and repaid debt during the year:~~

	●	~~We increased our quarterly cash dividend to $0.71 per share, and we paid $3.6 billion of dividends to our stockholders.~~
	●	~~We repurchased $546 million of shares.~~
	●	~~We repaid $4.75 billion in debt.~~

	Our total product revenue was $26.9 billion, which exceeded our initial guidance of between $26 billion and $26.5 billion.
	Through dividends and share repurchases, we returned $4.8 billion to our shareholders, and we repaid $2.25 billion of debt.


~~2022 Proxy Statement~~$26.9 BILLION 2023 Total Product Revenue			7$4.8 BILLION Returned to shareholders through dividends and share repurchases			$2.25 BILLION Debt repaid

●	~~Exceeding one-year representation goals by maintaining more than 50% female global representation and increasing Black representation to 7.1% of overall U.S. headcount.~~
●	~~Increasing diverse supplier and Black-owned supplier spend by 116% and 7%, respectively.~~
●	Deepening accountability for annual representation goals by tying Key Performance Indicators to performance evaluations, financial rewards and promotion. Leaders are required to regularly update their organizational Inclusion & Diversity Action Plans focused on attracting, developing and retaining people of diverse backgrounds and to regularly measure and discuss progress with senior leadership.
●	~~Launching multiple programs to train managers on inclusion and diversity topics, including anti-bias training.~~


Pricing, Access and Affordability of Medicines	Research and Development for Unmet Medical Needs	Inclusion and Diversity~~; 4)~~	Employee Recruitment, Development and Retention~~; and 5)~~	Climate Change~~. The materiality assessment enabled us~~

ENVIRONMENT
	Enhanced infrastructure and achieved 15.6 M kWh and 11.9 kL annualized energy and water savings, respectively (exceeded targets)
	Achieved LEED Gold certification for Gilead Virology Research Center and Silver certification at two additional U.S. sites
	Awarded Sustainable SITES Gold for the Gilead Park
	Approved an eco-friendly carton substrate for product packaging
	Improved our CDP performance to ~~create~~an A-
	Endorsed for our Carbon/Energy Capital Improvement Plan supporting NetZero path
	Recognized as one of America’s Greenest Companies by Newsweek
	Featured company in COP28 Leadership Interviews

Letter from Our LeadIndependent Director

Table of ContentsNotice of Annual Meeting of Stockholders

Voting

Table of Contents

Overview

Table2023 Business Highlights

Executing Our Corporate Strategy

Corporate Responsibility

Proxy Voting Roadmap

Election of Directors

Ratification of the Selection ofIndependent Registered PublicAccounting Firm

Advisory Vote to Approve theCompensation of Our NamedExecutive Officers

Elements of Executive Compensation

Approval of the Gilead Sciences, Inc.2022 Equity Incentive Planan Amendment to Our Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

Corporate Governance

The Gilead Board of Directors

Board Overview

Director Skills, Experience and Background

Evaluating Director Candidates

Nominees

Independence of the Board of Directors

Majority Vote Standard for Election of Directors

Our Board’s Role and Responsibilities

Corporate Governance

Oversight of Corporate Strategy

Oversight of Risk

Enterprise Risk Management

ERM Program and Risk Framework

ERM Roles and Responsibilities

Enterprise Risk Assessment

Oversight of Human Capital Management

Oversight of Corporate Responsibility

Oversight of Cybersecurity Matters

Our Stockholder Outreach and Engagement

Board Leadership Structure

Combined Chairman and Chief Executive Officer

Lead Independent Director

2024 Lead Independent Director Succession

Board Evaluations

2023 Board and Committee Meetings; Attendance

Proposed Board and Committee Membership following the Annual Meeting

Committee Rotation and Selection Process

Committees of Our Board of Directors

Executive Sessions

Board Processes

Director Orientation and Continuing Education

Director Term Limits and Mandatory Retirement

Stockholder Communications with Our Board

Certain Relationships and Related Person Transactions

Indemnity Agreements

Policies and Procedures

Compensation of Non-Employee Board Members

Cash Payments and Equity Awards

Deferred Compensation Plan

Stock Ownership Guidelines

Terms of Equity Awards

2023 Director Compensation

Audit Matters

Annual Evaluation and Selection of Independent Auditor

Rotation of Lead Audit Partner

Principal Accountant Fees and Services

Pre-Approval Policy and Procedures

Audit Committee Report

Table of ContentsExecutive OfficersExecutive Officers

Table of ContentsExecutive Compensation

Table of ContentsExecutive CompensationCompensation Discussion and Analysis

2023 Business Highlights

Table of ContentsExecutive CompensationStockholder Engagement and 20212023 Say-on-Pay Vote on Named Executive Officer Compensation

Table of ContentsExecutive CompensationCompensation Philosophy

Table of ContentsExecutive CompensationCompensation Overview

Elements of Annual Compensation

Compensation Components

Table of ContentsExecutive CompensationPay and Performance Alignment

Named Executive Officers’ 20212023 Annual Compensation

Base Salaries

Annual Incentive

Target Annual Incentive Opportunities

Corporate Performance Metrics and Achievements for 20212023

Individual Performance

Table of ContentsExecutive CompensationAnnual Incentive Decisions

Letter from Our Lead
Independent Director

Table of Contents
Notice of Annual Meeting of Stockholders

Ratification of the Selection of
Independent Registered Public
Accounting Firm

Advisory Vote to Approve the
Compensation of Our Named
Executive Officers

Approval of the Gilead Sciences, Inc.
2022 Equity Incentive Planan Amendment to Our Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

Table of Contents
Executive Officers
Executive Officers

Table of Contents
Executive Compensation

Table of Contents
Executive Compensation
Compensation Discussion and Analysis

Table of Contents
Executive Compensation
Stockholder Engagement and 20212023 Say-on-Pay Vote on Named Executive Officer Compensation

Table of Contents
Executive Compensation
Compensation Philosophy

Table of Contents
Executive Compensation
Compensation Overview

Table of Contents
Executive Compensation
Pay and Performance Alignment

Table of Contents
Executive Compensation
Annual Incentive Decisions

Table of Contents
Executive Compensation
Role of Compensation Consultant

Compensation and Talent Committee Report⁽¹⁾

Table of Contents
Executive Compensation
Summary Compensation Table

Table of Contents
Executive Compensation
20212023 Outstanding Equity Awards at Fiscal Year-End

Table of Contents
Executive Compensation
20212023 Option Exercises and Stock Vested

Table of Contents
Executive Compensation
20212023 Potential Payments Upon Involuntary Termination or Change in Control Termination

Table of Contents
Stockholder Proposals

Table of Contents
Stockholder Proposals
Our Board Recommends a Vote AGAINST This Proposal

Table of Contents
Stockholder Proposals
Our Board Recommends a Vote AGAINST This Proposal

Table of Contents
Other Information

Table of Contents
Questions and Answers

Table of Contents
Questions and Answers
By Internet or telephone before the Annual Meeting

GOVERNANCE
	Published our inaugural ESG ~~strategy, goals~~Impact Report
	Maintained DJSI World Index standing and ~~commitments that~~added to the North American Index for the first time
	Recognized for our transparency efforts by the Zecklin Political Accountability Scorecard
	Certified by the Mansfeld Rule for diverse representation leadership