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

SCHEDULE 14A

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Securities Exchange Act of 1934 (Amendment No. )

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Gilead Sciences, Inc.

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

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2022 Notice of
Annual Meeting of
Stockholders and
Proxy Statement

Our Vision To create a healthier world for all people Our Mission To discover, develop and deliver innovative therapeutics for people with life-threatening diseases

Our Core Values

INTEGRITY	INCLUSION	EXCELLENCE	TEAMWORK	ACCOUNTABILITY
Doing What’s Right	Encouraging Diversity	Being Your Best	Working Together	Taking Personal Responsibility

Our Corporate Strategy

LONG-TERM AMBITIONS

Bring 10+
Transformative
Therapies to
Patients by 2030  Be the Biotech
Employer and
Partner of Choice Deliver
Shareholder Value
in a Sustainable,
Responsible
Manner

STRATEGIC PRIORITIES

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

Letter from Our
Chairman and Chief
Executive Officer

Dear Stockholders,

On behalf of our Board and all our employees, I want to thank you for your investment in Gilead. We value your support as we continue to work on your behalf to make important contributions to global health. In 2021, our teams made meaningful progress on our mission to deliver transformational medicines today, and long into the future.

Daniel P. O’Day

Chairman and Chief Executive Officer

One of our medicines, Veklury (remdesivir), continues to play a key role in reducing the burden of the COVID-19 pandemic. Thanks to Gilead’s long-standing expertise in antivirals and our swift response when the pandemic began, Veklury has now reached millions of patients worldwide. We are constantly exploring ways to further extend the benefits of Veklury, and we expect to play a critical ongoing role in the global pandemic response.

Gilead’s leadership in antiviral therapies has also shaped the company’s extraordinary contributions to HIV treatment and prevention. 2021 marked the 40^th year since the first reported case of AIDS in the United States and, while our therapies have helped to make HIV a manageable disease for many, we know there is a much more to be done to end the epidemic. In 2022, we expect Biktarvy, our once-daily oral treatment, to remain the most prescribed HIV therapy in the U.S. and to be a key driver of our growth. We are also advancing long-acting options for treatment and prevention, which we believe will lead the next chapter of HIV innovation, and our teams are making important progress toward finding a cure.

Just as we expect to expand our leadership in antiviral therapies, we are also building momentum in oncology. Gilead and Kite now have a world-class combined oncology portfolio that is driving results today and will contribute a significant portion of our revenue in the coming years. Trodelvy, Yescarta and Tecartus all received regulatory approvals in 2021. Importantly, we have more than 30 ongoing clinical trials in oncology, and we are on track to achieve approval for more than 20 indications by 2030.

To support our ambitions and our evolving portfolio, we continue to grow our employee population. We added 2,900 talented employees across Gilead and Kite in 2021. As we grow, we retain a strong focus on living out our values of inclusion and diversity. This applies across the company and in the communities in which we operate and in our partnerships – whether it be through clinical trial designs, philanthropic efforts or supporting the grassroots organizations tackling racism and stigma. We firmly believe that these values of inclusion and diversity, which are woven into the fabric of Gilead, are critical to fulfilling our mission and improving the world for future generations.

I encourage you to learn more about our 2021 highlights in our Year in Review, which will be available in early May on our website at www.gilead.com.

As we look ahead to 2022, we are focused on ensuring continued momentum and another year of building sustainable growth. The passion, strength and expertise of our teams will propel us to achieve great things together in 2022, with therapies that will improve and save lives across the world. We thank you for your support in making that possible.

Sincerely,

Daniel P. O’Day

Chairman and Chief Executive Officer

2022 Proxy Statement 1

Letter from Our Lead
Independent Director

Dear Stockholders,

Gilead has long played a leading role in responding to global health challenges and driving positive social change. This year, our Board of Directors worked closely with management to advance Gilead’s antiviral and oncology programs and to increase patient access to our COVID-19 treatment, Veklury (remdesivir). Today, I am proud to be part of an organization marked not only by innovation, but also by a deep-seated commitment to doing what is right for our world and the people we serve.

 

Kevin E. Lofton

Lead Independent Director

As Gilead’s Lead Independent Director, one of my roles is to ensure the Board of Directors is representing your interests. I value opportunities to engage with you and learn more about what you find important. Throughout my engagement with fellow stockholders in 2021, I consistently heard that corporate responsibility, as viewed through the lens of ESG, is among your leading priorities.

With this in mind, I would like to share some highlights of Gilead’s approach to corporate responsibility and our ongoing efforts to promote inclusion and diversity, a key element of the “S” in ESG. I encourage you to learn about these efforts in more detail in our Year in Review that will be published on Gilead’s website in early May.

In 2021, we set several multi-year goals in the United States to increase representation of our female, Black and Hispanic/Latino employees. I am pleased to share that we exceeded our 2021 targets for female and Black representation companywide and for Hispanic/Latino and Black representation at the executive level, and we are enhancing our efforts to achieve our targets for Hispanic/Latino representation in 2022.

It is important to us that we measure our progress not only by representation, but also by how we develop the careers of our employees over time. In 2021, our employee resource groups, which center around common backgrounds and form the foundation for our inclusion programs, continued to support recruiting, professional development, culture building, business impact and community cultivation. Each group is sponsored by a Gilead senior executive who provides guidance, visibility and access to senior levels of the organization. We are proud that more than 7,000 of our approximately 14,400 global employees belong to one of six groups, such as the Gilead Leadership Organization of Black Employees and the PRIDE Alliance, and we want to increase that number going forward.

Another step Gilead took in 2021 to help build a pipeline of young, diverse talent was the development of educational partnerships with Historically Black Colleges and Universities and Hispanic-Serving Institutions. Through a pilot program, Gilead leaders in pharmaceutical research and development taught a two-semester class aimed at preparing students for internships and future employment opportunities at Gilead and across the biopharma industry. This work builds on our participation in the OneTen Initiative, a coalition of companies committed to hiring one million Black employees over the next ten years. Through this program, we are broadening employment opportunities, including our current efforts to take a skills-first approach to determining prerequisites for each role at Gilead.

Gilead’s commitment to inclusion and diversity extends to our nine-person Board. Today, three of our nine directors are female and four others are from diverse backgrounds, consistent with our belief that our Board’s composition should represent and reflect our diverse patient population.

On behalf of the Board, thank you for investing in Gilead. We are proud of our accomplishments in 2021 and are confident in our ability to face the challenges of the future responsibly and with integrity.

Sincerely,

Kevin E. Lofton
Lead Independent Director

2

Notice of Annual Meeting of Stockholders

WHEN
Wednesday, May 4, 2022
10:00 a.m. Pacific Daylight Time WHERE
Via Webcast at
www.virtualshareholdermeeting.com/GILD2022   RECORD DATE
Tuesday,
March 15, 2022

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.	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.	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 non-management employees.	AGAINST
Proposal 7 To vote on a stockholder proposal, if properly presented at the meeting, requesting a 10% threshold to call a special stockholder meeting.	AGAINST
Proposal 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.	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.

Voting

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

Prior to the Meeting:

BY INTERNET*
www.proxyvote.com     BY TELEPHONE*
+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)

* 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 at 11:59 p.m., Eastern 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.

 

Brett A. Pletcher

Corporate Secretary
March 24, 2022

2022 Proxy Statement 3

Table of Contents

OVERVIEW	5
2021 Business Highlights	5
Our Environmental, Social and Governance Program	9
PROXY VOTING ROADMAP	10
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS ON MAY 4, 2022	12
CORPORATE GOVERNANCE	13
Proposal 1: Election of Directors	13
The Gilead Board of Directors	14
Our Board’s Role and Responsibilities	24
Board Structure	29
Committees of Our Board of Directors	32
Board Processes	35
Compensation of Non-Employee Board Members	36
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	44
Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers	44
Compensation Discussion and Analysis	45
Other Executive Compensation Policies and Practices	58
Compensation and Talent Committee Report	62
Severance and Change in Control Arrangements with Named Executive Officers	62
Summary Compensation Table	66
2021 Grants of Plan-Based Awards	67
2021 Outstanding Equity Awards at Fiscal Year-End	69

2021 Option Exercises and Stock Vested	71
2021 Nonqualified Deferred Compensation	71
2021 Potential Payments Upon Involuntary Termination or Change in Control Termination	72
CEO Pay Ratio	73
EQUITY INCENTIVE PLAN	74
Proposal 4: Approval of the Gilead Sciences, Inc. 2022 Equity Incentive Plan	74
STOCKHOLDER PROPOSALS	82
Proposal 5: Stockholder Proposal Requesting that the Board Adopt a Policy that the Chairperson of the Board of Directors be an Independent Director	82
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	88
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	94
Delinquent Section 16(a) Reports	95
OTHER INFORMATION	96
Householding of Proxy Materials	96
Other Legal Matters	96
QUESTIONS AND ANSWERS	97
APPENDIX A: GILEAD SCIENCES, INC. 2022 EQUITY INCENTIVE PLAN	A-1

DETAILS FOR THE GILEAD SCIENCES, INC. 2022 ANNUAL MEETING OF STOCKHOLDERS Back Cover

4

Overview

2021 Business Highlights

Executing Our Corporate Strategy

During 2021, we took meaningful strides in our transformative journey towards becoming a business based on diverse and sustainable growth. Despite continued uncertainty caused by the COVID-19 pandemic, we remained focused on executing our corporate strategy and delivering solid financial performance. Our achievements in 2021 are reflective of our deliberate approach in continuing to establish a robust foundation for innovation and growth over the next decade:

● 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.

Extending Our Leadership in Virology

In 2021, we demonstrated our leadership in virology by advancing our HIV portfolio with the goal of ending the HIV epidemic. We also played a key role in combating the COVID-19 pandemic with Veklury, the first treatment for COVID-19 approved by the U.S. Food and Drug Administration (“FDA”).

Strength and Innovation in HIV

We offer a best-in-class HIV portfolio with treatment and prevention options for people living with or at risk of acquiring HIV infection. Despite the headwinds of the pandemic that led to fewer HIV screenings, diagnoses and office visits, as well as the loss of U.S. patent exclusivity for Atripla^® and Truvada^®, our HIV portfolio achieved sales of $16.3 billion in 2021.

● Biktarvy^®, a once-a-day pill, remains the number one prescribed HIV treatment in the United States and other key global markets for people living with HIV. Biktarvy sales increased by $1.4 billion to $8.6 billion in 2021, achieving 19% year-over-year growth and gaining an additional 5% of market share in HIV treatment in the United States. We expect Biktarvy, which has U.S. and E.U. patent exclusivity until 2033, to continue to drive growth in our HIV portfolio.

● There remains a large unmet need for preventing HIV transmission, or pre-exposure prophylaxis (“PrEP”), for people at risk of acquiring HIV infection. The PrEP market is recovering from the pandemic with prescriptions now exceeding 2019 levels; however, only about 25% of people who can benefit from PrEP are using it. Descovy for PrEP^® is well-positioned in this growing market and held approximately 45% U.S. market share in 2021.

We are driving innovation in HIV to address unmet needs of people living with or at risk of acquiring HIV infection. While daily, single tablet regimens work well for many people living with or at risk for HIV, others have expressed a preference for options that would allow for less frequent oral dosing or infrequent injections to address challenges associated with adherence and privacy. Long-acting therapies represent the next innovation in HIV drug development. In 2021, we advanced development of lenacapavir, a potential first-in-class, investigational HIV-1 capsid inhibitor for treatment and prevention of HIV infection.

● In June 2021, we filed for approval of lenacapavir in the United States as a component of a long-acting regimen for heavily treatment-experienced people. This potential indication has been granted Breakthrough Therapy designation by the FDA. The FDA recently raised concerns about the compatibility of lenacapavir with glass vials and has delayed commercial approval and suspended clinical trials. We are working to address the FDA’s concerns as soon as possible.

2022 Proxy Statement      5

Overview

We also continue to make progress on our HIV cure research. We have a robust portfolio of potential cure assets to pursue multiple therapeutic pathways in clinical testing.

Increasing Access to and Benefit of Veklury

Veklury is the antiviral standard of care for the treatment of hospitalized patients with COVID-19 and, to date, more than half of patients hospitalized with COVID-19 in the United States have been treated with Veklury. In January 2022, the FDA expanded the use of Veklury to the treatment of non-hospitalized patients who are at high risk of progression to severe COVID-19. Veklury’s antiviral activity has been confirmed in vitro against all identified SARS-CoV-2 variants of concern, including Delta and Omicron.

We are committed to providing access to Veklury. In 2021, nine million patients around the world received Veklury and generic remdesivir, which brings the cumulative total number of patients served to more than 10 million, including seven million in 127 middle-and low-income countries through Gilead’s voluntary licensing program. These licenses remain royalty-free. We also donated more than 550,000 vials of Veklury in 2021, bringing total donations during the pandemic to approximately two million vials.

Advancing Our Oncology Portfolio

In 2021, we continued our expansion into oncology by growing our commercial presence, advancing our pipeline and further developing our internal scientific and development capabilities. We expect oncology to be a significant growth driver for Gilead over the next decade.

Growing Our Commercial Presence

Our oncology revenues nearly doubled to $1.25 billion in 2021. Our cell therapy revenues increased by 43% to $871 million, driven by demand for Yescarta^® in large B-cell lymphoma (“LBCL”) and follicular lymphoma (“FL”) as well as uptake of Tecartus^® in mantle cell lymphoma and adult acute lymphoblastic leukemia (“ALL”). Trodelvy^® generated $380 million in 2021 in its first full year. We expect to see continued market share growth in second-line metastatic triple-negative breast cancer (“TNBC”) and other indications as brand awareness and clinical data for Trodelvy increase.

During 2021, we delivered new transformative oncology therapies to patients:

● 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 the first chimeric antigen receptor (“CAR”) T cell therapy approved for patients with indolent FL.

● Tecartus received FDA approval for the treatment of adult patients with relapsed or refractory B-cell precursor ALL. Tecartus is the first CAR T cell therapy 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 authorization for Trodelvy as a second-line treatment in adult patients with unresectable or metastatic TNBC.

Expanding and Advancing Our Pipeline

In 2021, we significantly expanded and advanced our oncology pipeline. We initiated 13 new clinical trials and made progress on more than 30 ongoing clinical trials targeting various tumor types and lines of therapy. Notable pipeline highlights include:

● Kite Pharma, Inc. (“Kite”) submitted a supplemental Biologics License Application to 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 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 tumor types, including breast, lung and bladder cancers. We plan to initiate at least seven new Phase 3 studies of Trodelvy in 2022.

● We exercised options on three clinical-stage programs from our collaboration with Arcus Biosciences, Inc., including the anti-TIGIT molecule, domvanalimab, which is in Phase 2 and 3 studies in non-small cell lung cancer (“NSCLC”).

● We established clinical trial collaborations with Merck & Co., Inc. to evaluate Trodelvy in combination with Merck’s anti-PD-1 therapy, Keytruda (pembrolizumab), in first-line locally advanced or metastatic TNBC and first-line metastatic NSCLC.

6  

Overview

Investing in Our Oncology Infrastructure

To support our oncology development portfolio and our growing commercial presence, we made key investments across our research and development (“R&D”) and commercial organizations:

● In the past two years, we have doubled the number of employees dedicated to oncology, including in our R&D, manufacturing and commercial organizations.

● Kite expanded its manufacturing footprint to shorten global turnaround times and reduce manual processes without compromising Kite’s industry-leading 97% manufacturing reliability. Kite’s Amsterdam manufacturing facility came online in mid-2021, and we expect Kite’s new automated Maryland manufacturing facility to be online by mid-2022. Activation of the Maryland site is expected to increase manufacturing capacity by up to 50% by the end of 2022.

Achieving Solid Financial Performance

Despite continued uncertainty caused by the pandemic, we delivered solid financial performance in 2021 and demonstrated the strength of our core business. This enabled us to deliver sustainable and responsible shareholder value while positioning the company for long-term growth. Financial highlights for 2021 include:

● Our total product sales were $27.0 billion, which represents an increase of 11% from 2020.

● 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 solid financial performance and the strength of our core business allowed us to deliver one- and three-year total shareholder return (“TSR”) of 30% and 9% respectively, as illustrated below.

TOTAL SHAREHOLDER RETURN

2022 Proxy Statement      7

Overview

Prioritizing Human Capital Management

In 2021, we continued to make progress towards becoming the employer of choice in our industry by focusing on the continued evolution of our culture and development of our workforce.

Advancing Inclusion and Diversity

We believe an inclusive and diverse workforce is the foundation for innovation and productivity and is critical to enabling our mission. In 2021, we prioritized our efforts to advance inclusion and diversity. This involved executing our multi-year initiative to increase representation of our female, Black and Hispanic/Latino employees, create internal and external pipelines for diverse talent, and build awareness, capabilities and accountability among our people managers for driving inclusion and diversity. Our progress in 2021 included:

● 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.

For more information about our aspirations and our progress, we encourage you to visit our Inclusion & Diversity page on our website at: www.gilead.com/careers/inclusion-and-diversity.

Increasing Employee Engagement

Our efforts to increase employee engagement reflect our employee-driven approach to culture. We regularly gather input from our employees to shape our engagement strategies and programs and measure our progress. In addition to ongoing internal and external data collection, we conducted several global surveys in 2021 to gather and assess employee feedback and address areas of employee concern. The results from these surveys played a key role in determining the next steps for advancing our culture, including new benefits we now provide to employees and our approach to flexible work arrangements.

● In our 2021 global employee experience survey, 77% of employees reported they would recommend Gilead as a great place to work, an increase of 4% since the 2018 survey. In addition, 83% of employees reported they feel respected and 78% of employees reported their input is considered.

● Based on employee feedback, we introduced our enhanced G.Flex program to provide our employees more flexibility to work where and when they work best. Under the program, we eliminated core work hours, expanded work from home options, approved full-time remote roles and added part-time options. Our flexible work program positions us to be competitive in attracting and retaining the best talent while also supporting employee well being and fostering innovation.

8  

Overview

Our Environmental, Social and Governance Program

Our Commitment

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

Our Governance Structure

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

ESG Materiality Assessment

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

2021 ESG-Related Milestones and Achievements

Environmental
●	Approved by the Science Based Targets initiative to align with the Paris climate accord
●	Communicated our Net Zero Commitment plans to use only renewable energy sources and electrify our fleet
●	Launched four new goals and commitments to support waste, water and manufacturing practices
●	Began providing disclosures recommended by the Task Force on Climate-Related Financial Disclosures (TCFD)
Governance
●	Admitted to the Dow Jones Sustainability World Index based on our performance on the Corporate Sustainability Assessment
●	Recognized in top 6 of America’s Most Responsible Companies 2022 by Newsweek
●	Amended our Corporate Responsibility Committee charter to reflect the increased engagement of our Board and senior leadership
●	Received positive feedback from investors regarding our ESG priorities and performance

Social
●	Continued to facilitate patient access to Veklury and generic remdesivir through royalty-free licenses in 127 middle- and low-income countries
●	Donated AmBisome and Veklury to support acute pandemic needs in Armenia, India and Indonesia
●	Announced and implemented aggressive and proactive actions to remove counterfeit HIV medications from U.S. supply chain
●	Launched a Gilead Clinical Trials website to promote transparency
●	Co-launched the Health Equity Tracker to highlight the disparate impacts of COVID-19 on marginalized communities
●	Joined the OneTen Coalition seeking to advance opportunities for Black individuals who do not have a four-year college degree
●	Launched the Pharmaceutical Education Program to Increase Workplace Diversity
●	Partnered with Wake Forest University to address HIV stigma through faith-based programming
●	Established a partnership with the Human Rights Campaign to promote transgender justice and maintained a perfect score on their Corporate Equality Index
●	Maintained position as the number one corporate donor for Funders Concerned About AIDS
●	Relaunched the Gilead Foundation with an endowment
●	Increased our employee giving matching gift limit from $3,000 to $15,000 and established a mechanism for employees to donate Gilead stock
●	Published an Animal Use and Welfare Policy on our website

For more information about our ESG program and our ESG achievements in 2021, we encourage you to read our 2021 Year in Review, which will be available for download at www.gilead.com in early May 2022.

2022 Proxy Statement      9

Proxy Voting Roadmap

Proxy Voting Roadmap

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

PROPOSAL 1

Election of Directors

See page 13

The Board recommends a vote FOR each director nominee.

	Kevin E. Lofton*		Jacqueline K. Barton, Ph.D.		Jeffrey A. Bluestone, Ph.D.		Sandra J. Horning, M.D.		Kelly A. Kramer
	Harish Manwani		Daniel P. O’Day**		Javier J. Rodriguez		Anthony Welters

* Lead Independent Director

** Chairman and Chief Executive Officer

INDEPENDENCE                       8 out of 9 are independent All Committee chairs and members are independent	TENURE n 0-2 years n 2-5 years n >5 years	GENDER DIVERSITY 3 out of 9 are women	ETHNIC DIVERSITY 4 out of 9 are ethnically diverse

PROPOSAL 2

Ratification of the Selection of
Independent Registered Public
Accounting Firm

See page 39

The Board recommends a vote FOR this
proposal.

Based on an evaluation of Ernst & Young LLP’s independence and performance, our Audit Committee has determined that it is in the best interest of Gilead and its stockholders to continue to retain Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

10  

Proxy Voting Roadmap

PROPOSAL 3

Advisory Vote to Approve the
Compensation of Our Named
Executive Officers

See page 44

The Board recommends a vote FOR this
proposal.

To succeed, we must attract, engage and retain highly talented individuals who are committed to our core values. Our Compensation and Talent Committee reviews our executive compensation programs and awards annually to ensure that our programs are fair, are aligned with stockholder expectations and deliver pay that is aligned with company performance:

●	Our compensation programs are designed to recognize both short- and long-term successes, and a substantial portion of the target total direct compensation is at-risk and tied directly to company performance.	●	Our long-term incentive plan aligns pay with the long-term interests of our stockholders and provides value based on stock price appreciation, relative TSR growth and achievement of financial goals.
●	Our annual incentive plan aligns pay to company performance through rigorous annual incentive metrics with financial metrics weighted at 50% and strategic metrics comprising the other 50%.	●	Our programs and practices are aligned with “best-in-class” governance standards.

PROPOSAL 4

Approval of the Gilead Sciences, Inc.
2022 Equity Incentive Plan

See page 74

The Board recommends a vote FOR this proposal.

We are asking stockholders to approve the Gilead Sciences, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which is part of a comprehensive equity compensation program designed to attract, retain and incentivize individuals essential to our financial success. If the 2022 Plan is approved by our stockholders, it will replace our 2004 Equity Incentive Plan, as amended and restated (the “2004 Plan”), 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.

PROPOSALS 5 - 9

Stockholder Proposals

(in each case, if properly presented at the meeting)

See pages 82-93

The Board recommends
a vote AGAINST each of
these proposals.

Each stockholder proposal included in this Proxy Statement is followed by Gilead’s response. For the reasons set forth in our responses, the Board recommends a vote AGAINST each stockholder proposal, to the extent such stockholder proposal is properly presented at the meeting.

2022 Proxy Statement      11

Proxy Statement for the 2022 Annual Meeting of Stockholders on May 4, 2022

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

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Gilead Sciences, Inc., a Delaware corporation (“Gilead,” “we,” “our” or “us”), of proxies to be voted at our 2022 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, May 4, 2022 at 10:00 a.m., Pacific Daylight Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/GILD2022. We have designed the format of the Annual Meeting to ensure that stockholders are afforded similar rights and opportunities to participate as they would at an in-person meeting. For additional information on how to attend the Annual Meeting, please refer to the back cover page of this Proxy Statement and “Questions and Answers” in this Proxy Statement.

On or about March 24, 2022, we first mailed or made available this Proxy Statement and the accompanying proxy card to all stockholders entitled to vote at the Annual Meeting.

12  

Corporate Governance

PROPOSAL 1 Election of Directors

There are nine nominees for the Board positions presently authorized. Proxies cannot be voted for a greater number of persons than the number of nominees standing for election. Directors are elected by a majority of the votes cast (number of shares voted “for” a director must exceed the number of shares voted “against” that director) with respect to the election of each director at the Annual Meeting. Each director will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee listed below is currently a director of Gilead and was previously elected by the stockholders at the 2021 annual meeting of stockholders.

Shares represented by proxies will be voted for or against the election of the nine nominees named below. In the event that any nominee is unable or unwilling to serve as a director, such shares will be voted for the election of such substitute nominee as our Board may propose or the Board may reduce the size of the Board. Each person nominated for election has agreed to serve if elected and our Board and management have no reason to believe that any nominee will be unable to serve.

Our Nominating and Corporate Governance Committee recommended each of the nominees listed below to our Board for nomination. Each member of our Nominating and Corporate Governance Committee meets the criteria of “independent director” as specified by the listing rules of Nasdaq and our Board Guidelines.

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

Jacqueline K. Barton, Ph.D.	Kelly A. Kramer	Daniel P. O’Day
Jeffrey A. Bluestone, Ph.D.	Kevin E. Lofton	Javier J. Rodriguez
Sandra J. Horning, M.D.	Harish Manwani	Anthony Welters

2022 Proxy Statement 13

Corporate Governance

The Gilead Board of Directors

Board Overview

14  

Corporate Governance

Director Skills, Experience and Background

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

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

2022 Proxy Statement 15

Corporate Governance

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

Relevant Skills and Experience

Name and Age

Independent

Director Since

Kevin E. Lofton, 67 Lead Independent Director Retired Chief Executive Officer, CommonSpirit Health

Yes

2009

Jacqueline K. Barton, Ph.D., 69 Professor of Chemistry, California Institute of Technology

Yes

2018

Jeffrey A. Bluestone, Ph.D., 68 President and Chief Executive Officer, Sonoma Biotherapeutics

Yes

2020

Sandra J. Horning, M.D., 73 Retired Chief Medical Officer, Roche

Yes

2020

Kelly A. Kramer, 54 Retired Executive Vice President and Chief Financial Officer, Cisco Systems

Yes

2016

Harish Manwani, 68 Senior Operating Partner, Blackstone; Retired Chief Operating Officer, Unilever

Yes

2018

Daniel P. O’Day, 57 Chairman of the Board Chief Executive Officer, Gilead Sciences

No

2019

Javier J. Rodriguez, 51 Chief Executive Officer, DaVita

Yes

2020

Anthony Welters, 67 Chairman and Chief Executive Officer, CINQ Care; Retired Senior Advisor to the Office of CEO, UnitedHealth Group

Yes

2020

SKILLS AND EXPERIENCE

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

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Corporate Governance

BACKGROUND

BOARD DIVERSITY MATRIX

(as of March 24, 2022)

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

DIRECTOR OVERBOARDING GUIDELINES In order to mitigate potential risks relating to director overboarding, our Board Guidelines reflect our Board’s expectation that (i) a non-employee director should not serve on the board of directors of more than three other public companies and (ii) a non-employee director who is a current executive officer of a public company should not serve on the board of directors of more than one other public company. Each of our Board members is currently in compliance with our Board Guidelines.   Other Public Directorships (Currently Held) 1.4 Average Number

2022 Proxy Statement 17

Corporate Governance

Evaluating Director Candidates

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

● the highest standards of personal and professional integrity;

● the ability and judgment to serve the long-term interest of our stockholders;

● background, experience and expertise relevant to our business and that will contribute to the overall effectiveness and diversity of the Board, including diversity of race, ethnicity, gender and sexual orientation;

● broad business and social perspective;

● the ability to communicate openly with other directors and to meaningfully and civilly participate in the Board’s decision-making process;

● commitment to serve on the Board for an extended period of time to ensure continuity and to develop knowledge about our business and willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member;

● independence from any particular constituency; and

● the ability and willingness to objectively appraise the performance of management.

OUR COMMITMENT TO DIVERSITY

Diversity is an important attribute of a well-functioning board, and our Board’s commitment to inclusion and diversity is formally reflected in our Board Guidelines and our Nominating and Corporate Governance Committee Charter. Our Nominating and Corporate Governance Committee advises our Board on matters of diversity, including race, ethnicity, gender, sexual orientation, culture, thought and geography, and nominates director candidates that will enhance the Board’s mix of viewpoints, backgrounds, skills, experience and expertise. In addition to the traditional candidate pool of corporate directors and officers, our Nominating and Corporate Governance Committee considers qualified candidates from a broad array of organizations, including academic institutions, privately held businesses, nonprofit organizations and trade associations.

●  In 2021, we amended our Board Guidelines and our Nominating and Corporate Governance Committee charter to formalize our historical practice of utilizing the “Rooney Rule” in new director searches. The Nominating and Corporate Governance Committee includes, and instructs any search firm it engages to include, qualified candidates with diverse backgrounds, including female and racially or ethnically diverse candidates.

The composition of our Board reflects our commitment to advancing diverse representation on our Board, as a third of our Board is female, and of the other Board members, four are from diverse backgrounds. In addition, our Lead Independent Director and the chairs of all of our Board committees are either female or from diverse backgrounds.

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

Any stockholder recommendation must include the candidate’s name and qualifications for Board membership, the candidate’s age, business address, residence address, principal occupation or employment, the number of shares beneficially owned by the candidate and all other information that would be required to solicit a proxy under federal securities law. In addition, the recommendation must include the stockholder’s name, address and the number of shares beneficially owned. The recommendation should be sent to the Corporate Secretary, Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404. The recommendation must be delivered to the Corporate Secretary prior to the same deadline for director nominations not for inclusion in the proxy materials, as described under question 17 in “Questions and Answers.”

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Corporate Governance

Nominees

Our Nominating and Corporate Governance Committee has evaluated and recommended, and our full Board has considered and nominated for election at the Annual Meeting, each of the nine director nominees described below. The names of the nominees and certain information about them as of March 24, 2022, as well as the relevant skills and experience of the director nominees that led our Nominating and Corporate Governance Committee to conclude that the nominee should serve as a director of our Board, are set forth below:

Age: 67 Director since: 2009 Committees: Audit, Compensation and Talent (Chair), Nominating and Corporate Governance	Kevin E. Lofton Lead Independent Director Mr. Lofton joined our Board in 2009 and was appointed Lead Independent Director in May 2020. In June 2020, Mr. Lofton retired as the Chief Executive Officer of CommonSpirit Health (CSH), a $30 billion system of hospitals and other care centers in 21 states that resulted from the merger of Catholic Health Initiatives (CHI) and Dignity Health. Prior to leading CSH, he served as the Chief Executive Officer of CHI from 2003 to 2019. Mr. Lofton also served as Chief Executive Officer of two university hospitals, the University of Alabama at Birmingham Hospital and Howard University Hospital. In 2016, he received an honorary Doctor of Humanities in Medicine degree from the Baylor College of Medicine, and in 2014, he received the Healthcare Financial Management Association’s Richard L. Clarke Board of Directors Award. He is recognized for his extensive work in the area of heath care management, eliminating health disparities and creating healthier communities. Mr. Lofton was the chairman of the American Hospital Association in 2007. He also currently serves on the board of directors of Rite Aid Corporation and Medtronic plc. Relevant Skills And Experience: Significant leadership experience in the healthcare industry, including serving as chief executive officer of multiple organizations. Expertise and knowledge in health systems management and patient care. Demonstrated commitment to improving access to medical services, particularly for the underserved. Breadth of knowledge about Gilead’s business. Other Public Company Board Service:
	●  Rite Aid Corporation	●  Medtronic plc

Age: 69 Director since: 2018 Committees: Compensation and Talent, Science Jacqueline K. Barton, Ph.D. Independent Dr. Barton joined our Board in January 2018. Dr. Barton is the John G. Kirkwood and Arthur A. Noyes Professor of Chemistry in the Division of Chemistry and Chemical Engineering at the California Institute of Technology, where she has been a member of the faculty for more than 30 years and served as the Norman Davidson Leadership Chair of the division from 2009 to 2019. She previously served on the board of directors for both Dow Inc. and The Dow Chemical Company, and was a member of the Board and Materials Advisory Committee of DowDupont Inc. Dr. Barton founded and served on the Board of GeneOhm Sciences Inc., a molecular diagnostics company acquired by Becton, Dickinson and Company, and was a member of Gilead’s Scientific Advisory Board from 1989 to 2007. She is a member of the National Academy of Sciences, the National Academy of Medicine and the American Philosophical Society. In 2021, Dr. Barton was elected as a Vice President of the American Philosophical Society. Dr. Barton received the 2010 National Medal of Science for her discovery of new chemistry of the DNA helix and the 2015 Priestley Medal, the highest award of the American Chemical Society. Relevant Skills And Experience: Extensive experience in chemistry and related fields, for which she has received many awards. Accomplished academic and inventor who has performed pioneering medical research and discovery. Business experience as a founder and leader of a molecular diagnostics company. Other Public Company Board Service: ●  None

2022 Proxy Statement 19

Corporate Governance

Age: 68 Director since: 2020 Committees: Science Jeffrey A. Bluestone, Ph.D. Independent Dr. Bluestone joined our Board in December 2020. Dr. Bluestone is the President and Chief Executive Officer of Sonoma Biotherapeutics, Inc., a role he has held since 2019. From 2015 to 2019, he led the Parker Institute for Cancer Immunotherapy as President and Chief Executive Officer. Dr. Bluestone is the A.W. and Mary Margaret Clausen Distinguished Professor in the Diabetes Center at University of California San Francisco, where he has been a member of the faculty and served in various other roles for over 20 years, including the Director of the Diabetes Center from 2000 to 2019. He is an international leader in the field of immunotherapy and has published more than 500 papers over nearly four decades focused on understanding the basic processes that control T-cell activation and immune tolerance in autoimmunity, organ transplantation and cancer. His research has led to the development of multiple immunotherapies, including the first medicine approved by the U.S. Food and Drug Administration (FDA) targeting T-cell co-stimulation to treat autoimmunity and the first FDA-approved checkpoint inhibitor for the treatment of metastatic melanoma and other cancers. Dr. Bluestone was the founding director of the Immune Tolerance Network, the largest National Institutes of Health-funded multicenter clinical immunology research program, testing novel immunotherapies in transplantation, autoimmunity and asthma/allergy. He served as a member of the Blue Ribbon Panel, appointed by then Vice President Joe Biden, to guide the National Cancer Moonshot Initiative. Dr. Bluestone is a member of the National Academy of Medicine and American Academy of Arts and Sciences, was a recipient of the prestigious Guggenheim Fellowship, and previously served as the Ludwig Professor and Director of the Ben May Institute at the University of Chicago. He currently serves on the board of directors of Provention Bio, Inc. Relevant Skills And Experience:
Internationally-recognized leader in the field of immunotherapy and related fields, with a distinguished scientific and academic career spanning nearly four decades. Strong leadership experience in the healthcare industry. Other Public Company Board Service: ●  Provention Bio, Inc.

Age: 73 Director since: 2020 Committees: Nominating and Corporate Governance, Science (Chair)	Sandra J. Horning, M.D. Independent Dr. Horning joined our Board in January 2020. Dr. Horning was the Chief Medical Officer and Global Head of Product Development of Roche, Inc., until her retirement in 2019. During her 10-year career at Roche and Genentech, she helped bring 15 new medicines to patients in disease areas including cancer, multiple sclerosis, influenza and blindness. Prior to her career at Roche, Dr. Horning spent 25 years as a practicing oncologist, investigator and tenured professor at Stanford University School of Medicine, where she remains a professor of medicine emerita. From 2005 to 2006, she served as President of the American Society of Clinical Oncology. Dr. Horning was recognized as the 2020 Healthcare Businesswomen’s Association Woman of the Year. She was also selected as the 2017 recipient of the Duane Roth Memorial Award, an honor dedicated to leaders in healthcare, whose work has overcome numerous scientific obstacles to create new paradigms in research and treatment. From 2015 to 2018, Dr. Horning served on the Foundation Medicine Board of Directors. She currently serves on the board of directors of Moderna, Inc., Olema Pharmaceuticals, Inc. and EQRx, Inc. Relevant Skills And Experience: Significant leadership experience in the pharmaceutical and healthcare industry, including expertise in drug development in multiple therapeutic areas. Medical professional with experience treating patients as a practicing oncologist. Other Public Company Board Service:
	●  Moderna, Inc.	●  Olema Pharmaceuticals, Inc.	●  EQRx, Inc.

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Corporate Governance

Age: 54 Director since: 2016 Committees: Audit (Chair), Compensation and Talent	Kelly A. Kramer Independent Ms. Kramer joined our Board in August 2016. Ms. Kramer was Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a worldwide technology leader, from 2015 until her retirement in 2020. Prior to that, she was Senior Vice President of Corporate Finance at Cisco. She previously served as Vice President and Chief Financial Officer of GE Healthcare Systems and Chief Financial Officer of GE Healthcare Biosciences. Ms. Kramer has also worked in GE’s Corporate Headquarters, Transportation Systems and Aerospace divisions. She currently serves on the board of directors of Snowflake Inc. and Coinbase, Inc. Relevant Skills And Experience: Significant financial expertise, including serving as a chief financial officer of major companies or divisions in the technology and healthcare industries. Experience in strategic and financial planning and corporate development. Other Public Company Board Service:
	● Snowflake Inc.	● Coinbase, Inc.

Age: 68 Director since: 2018 Committees: Compensation and Talent, Nominating and Corporate Governance Harish Manwani Independent Mr. Manwani joined our Board in May 2018. Mr. Manwani is a Senior Operating Partner for Blackstone Inc., a global investment firm, and has advised select Blackstone portfolio companies since 2015. He was previously Chief Operating Officer of the Unilever Group from 2011 until his retirement in 2014. Mr. Manwani joined Unilever in 1976 as a management trainee in India and held several senior management roles around the world, including overseeing Unilever’s businesses in North America, Latin America, Asia and Africa. Mr. Manwani is an honors graduate from Bombay University. He holds a master’s degree in Management Studies, and he attended the Advanced Management Program at Harvard Business School. Mr. Manwani currently serves on the board of directors of Whirlpool Corporation. He also serves on the board of directors of EDBI Pte Ltd. and Tata Sons Private Limited, and is the Chairman of the Board of the Indian School of Business and Alinamin Pharmaceutical Co. Ltd., a private Blackstone portfolio company in Japan. He previously served as the non-executive Chairman of Hindustan Unilever Limited from 2005 to 2018, and on the board of directors of Pearson plc from 2013 to 2018, Nielsen Holdings plc from 2015 to 2021 and Qualcomm Incorporated from 2014 through March 2022.   Relevant Skills And Experience: Strong leadership skills and broad global operational, sales and marketing and human resources expertise at a complex, multi-national company. Experience in driving growth across complex organizations on a global scale. Other Public Company Board Service: ● Whirlpool Corporation

2022 Proxy Statement 21

Corporate Governance

Age: 57 Director since: 2019 Daniel P. O’Day Chairman of The Board Mr. O’Day joined Gilead Sciences in March 2019 as Chairman of the Board of Directors and Chief Executive Officer. Prior to Gilead, Mr. O’Day served as the Chief Executive Officer of Roche Pharmaceuticals. His career at Roche spanned more than three decades, during which he held a number of executive positions in the company’s pharmaceutical and diagnostics divisions in North America, Europe and Asia. He served as a member of Roche’s Corporate Executive Committee, as well as on a number of public and private boards, including Genentech, Flatiron Health and Foundation Medicine. Mr. O’Day holds a bachelor’s degree in biology from Georgetown University and an MBA from Columbia University in New York. He currently serves on the board of directors for the Pharmaceutical Research and Manufacturers of America organization and Galapagos NV. Relevant Skills And Experience: Significant leadership and international business experience in the pharmaceutical industry. Deep understanding of the evolving global healthcare environment and demonstrated commitment to driving innovation across the business. Other Public Company Board Service: ●  Galapagos NV

Age: 51 Director since: 2020 Committees: Audit Javier J. Rodriguez Independent Mr. Rodriguez joined our Board in June 2020. Mr. Rodriguez is the Chief Executive Officer of DaVita Inc., a Fortune 500 company providing healthcare services to kidney disease patients throughout the United States and internationally. He assumed his current role with DaVita in 2019, building on his more than 20 years of increasing company leadership and commitment to transforming care delivery for patients with kidney disease – from the earliest stages through transplantation. From 2014 to 2019, he was the CEO of DaVita Kidney Care, the company’s business unit that treats patients with kidney failure and end-stage renal disease. Mr. Rodriguez is recognized for his vision and leadership in transforming how kidney care is delivered and accelerating the digital transformation to improve patients’ lives while lowering costs for the health care system. He currently serves on the board of directors of DaVita. Relevant Skills And Experience: Significant leadership experience in the healthcare industry, including serving as chief executive officer and in various other executive roles of a Fortune 500 public company. Other Public Company Board Service: ●  DaVita, Inc.

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Corporate Governance

Age: 67 Director since: 2020 Committees: Compensation and Talent, Nominating and Corporate Governance (Chair)	Anthony Welters Independent Mr. Welters joined our Board in October 2020. Mr. Welters is Founder, Chairman and Chief Executive Officer of CINQ Care Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible, to Black and Brown communities. He is also Executive Chairman of the BlackIvy Group, an organization focused on building and growing commercial enterprises in Sub- Saharan Africa, and Chairman of Somatus, Inc., a value-based kidney care company. Mr. Welters founded AmeriChoice in 1989 and upon acquisition by UnitedHealth Group (UHG) in 2002, joined UHG as Senior Adviser to the Office of the Chief Executive Officer, Executive Vice President and Member of the Office of the Chief Executive Officer, until retiring in 2016. He currently serves on the board of directors of Loews Corporation and the Carlyle Group. Mr. Welters is Trustee Emeritus of Morehouse School of Medicine Board of Trustees, Chairman Emeritus of the Board of New York University School of Law, Vice Chairman of the Board of New York University, a Trustee of NYU Langone Medical Center, Vice Chair of the John F. Kennedy Center for the Performing Arts and a founding member of the National Museum of African American History and Culture. Relevant Skills And Experience: Extensive experience in the health insurance and managed care industry. Demonstrated commitment to delivering healthcare to underserved communities. Other Public Company Board Service:
	●  Loews Corporation	●  Carlyle Group

Independence of the Board of Directors

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

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

Majority Vote Standard for Election of Directors

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

2022 Proxy Statement 23

Corporate Governance

Our Board’s Role and Responsibilities

Corporate Governance

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

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

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Corporate Governance

Oversight of Corporate Strategy

Our Board actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, financial results, potential corporate development opportunities and other matters that are material to the company (including, among other things, our ongoing response to the COVID-19 pandemic). Our Board regularly receives information and formal updates from our management and actively engages with the senior leadership team with respect to the implementation of our corporate strategy. Our independent directors also hold regularly scheduled executive sessions during which they review and discuss our corporate strategy. Consistent with our corporate transaction approval policy, our Board also, directly or indirectly through a committee, reviews and approves strategic transactions that are material to our business, including significant acquisitions and collaborations.

Oversight of Risk

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

AUDIT COMMITTEE Oversees risks associated with our financial and accounting systems, accounting policies and investment strategies, in addition to finance-related public reporting, regulatory compliance (other than healthcare compliance) and certain other matters delegated to the Committee, including risks associated with our information systems and technology (including cybersecurity). COMPENSATION AND TALENT
COMMITTEE Oversees risks related to our compensation practices to ensure that these practices are not reasonably likely to have a material adverse effect on Gilead or encourage employees to take unnecessary or excessive risks; also oversees risks related to talent management and succession planning of our executive officers. NOMINATING AND
CORPORATE GOVERNANCE
COMMITTEE Oversees risks related to corporate governance matters and certain other non-financial or non-compensation- related risks, including, but not limited to, Gilead’s compliance program, clinical trials, manufacturing, political contributions (including payments to trade associations) and ESG matters.

Oversight of Human Capital Management

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

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

INCLUSION AND DIVERSITY IN 2021

Inclusion is a core value of our company, and our Board remained focused on guiding our efforts to advance inclusion and diversity in our workforce and in our community. For information regarding the progress we made in 2021, see “Advancing Inclusion and Diversity” on page 8.

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Oversight of Environmental, Social and Governance Matters

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

ESG ACHIEVEMENTS IN 2021

For additional information regarding our ESG program, including an overview of our key achievements in 2021, see “Our Environmental, Social and Governance Program” on page 9.

Oversight of Cybersecurity Matters

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

Stockholder Communications with Our Board

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

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

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Our Stockholder Outreach and Engagement

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

Our Year-Round Stockholder Engagement Program

Since our 2021 annual meeting of stockholders, we contacted stockholders representing approximately 57% of our outstanding shares to gain valuable insights on the issues that matter most to our stockholders. Of those that we contacted, our engagement team led by our General Counsel and leadership from our Investor Relations, Executive Compensation, Corporate Responsibility and Legal teams met with stockholders representing approximately 45% of our outstanding shares. Our Lead Independent Director met with stockholders representing approximately 35% of our outstanding shares to provide a direct line of communication between our stockholders and the Board. We gained constructive feedback during these engagements, which was shared with our Board and management. This ongoing feedback drives improvements in our governance policies and practices.

KEY TOPICS DISCUSSED WITH STOCKHOLDERS IN 2021:

Strategy and Business	Corporate Governance	Compensation	Environmental, Social and Other
Execution of our corporate strategy and the role of Veklury	Board composition and refreshment; Board leadership structure	Compensation program structure, including the metrics in our short-term and long-term incentive plans	Environmental and diversity initiatives and metrics, including how we measure interim and long-term progress
Impact of COVID-19 on our business, including supply chain resilience	Stockholder rights, including threshold to call a special stockholder meeting	Integration of non-financial and ESG metrics into the compensation program	Drug pricing strategy and access programs, including Board oversight

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Our Proactive Approach to Governance is Aligned with Stockholder Interests
We have made substantive advancements in the following areas:	In 2021, we took the following actions:	For more information, see:
Board Composition and Development:
Board Diversity	We amended our Board Guidelines and Nominating and Corporate Governance Committee charter to formalize our historical practice of utilizing the “Rooney Rule” in new director searches.	“Our Commitment to Diversity” on page 18
Board Evaluations and Effectiveness	We engaged a third-party consultant to lead two in-person workshops for our Board as part of the annual evaluation process. In addition to assessing overall performance of the Board, the workshops focused on developing the Board to operate effectively going forward.	“Board Evaluations” on page 30
Human Capital Management:
Inclusion and Diversity	We prioritized our efforts to advance inclusion and diversity, including making progress on our multi-year initiative to increase diverse representation in our workforce. For example, in 2021, we exceeded our one-year representation goals by maintaining more than 50% female global representation and increasing black representation to 7.1% of overall U.S. headcount.	“Advancing Inclusion and Diversity” on page 8
Employee Engagement	We conducted several global surveys in 2021 to gather and assess employee feedback and areas of employee concern. The results from these surveys played a key role in determining the steps taken to advance our culture, including new benefits for employees and our approach to flexible work arrangements.	“Increasing Employee Engagement” on page 8
Code of Ethics	Our Board approved an updated Code of Ethics that supports our commitment to maintaining the highest standards of legal and ethical conduct. Our Code of Ethics includes additional principles and expectations, including with respect to inclusion and diversity, human rights, anti-harassment and anti-bullying, international trade, intellectual property and political activity.	“Code of Ethics” on page 36
Environmental and Sustainability
Sustainability Performance and Recognition	We were admitted to the Dow Jones Sustainability World Index based on our performance on the Corporate Sustainability Assessment.	“Our Environmental, Social and Governance Program” on page 9
Climate Change Goals	We were approved by the Science Based Targets initiative to align with the Paris climate accord. We communicated our Net Zero Commitment plans to use only renewable energy sources and electrify our fleet.	“Our Environmental, Social and Governance Program” on page 9
Expanded Disclosures	We began providing disclosures recommended by the Task Force on Climate-Related Financial Disclosures (TCFD). We published an Animal Use and Welfare Policy on our website.	Our 2021 Year in Review report will be available on our website in early May 2022

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Board Structure

Board Leadership

Daniel P. O’Day Chairman of the Board Our Board believes that it is currently in the best interests of Gilead and its stockholders for Mr. O’Day to serve as our Chief Executive Officer and Chairman of the Board because it positions Mr. O’Day to effectively drive future strategy and decision-making for our organization. In addition to public, private and non-profit board experience, Mr. O’Day has a track record of success in highly scientific and competitive therapeutic areas, deep understanding of the evolving healthcare environment around the world and unwavering commitment to driving innovation across all aspects of the business. As the individual with primary responsibility and accountability for managing our day-to-day operations, Mr. O’Day can provide unified leadership of Gilead and ensure that key business and strategic issues, risks and opportunities are brought to our Board’s attention in a way that prioritizes and makes the best use of our Board’s time.

Kevin E. Lofton Lead Independent Director In May 2020, our Board unanimously appointed Kevin E. Lofton as our new Lead Independent Director, in recognition of his leadership, in-depth knowledge of Gilead and demonstrated commitment to our mission. Mr. Lofton has a deep knowledge of our operations and business cycles. He also has significant leadership experience on other public boards and in the healthcare industry, including experience serving as a chief executive officer and a board member of several large organizations. In addition, Mr. Lofton has demonstrated a commitment to improving access to medical care, particularly for the underserved. Given his proven leadership capability, breadth of industry experience and business success, our Board believes Mr. Lofton is a strong and effective partner to our Chairman of the Board.

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

● Consulting with the Chairperson as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing company operations;

● Consulting with the Chairperson regarding and approving the information, agenda and schedules of meetings of the Board of Directors and Board committees;

● Chairing meetings of the Board of Directors when the Chairperson is not present or when otherwise appropriate, including all executive sessions of independent directors;

● Facilitating the effective functioning of key Board committees and providing input on functioning of the committees, when required;

● Advising the Chairperson as to the information necessary or appropriate for the independent directors to effectively and responsibly perform their duties and provide feedback on the quality, quantity and timeliness of information submitted by management;

● Advising the Board of Directors and its committees on the retention of advisers and consultants who report directly to the Board of Directors;

● Calling meetings of the independent directors, as appropriate;

● Serving as chairperson of meetings of the independent directors;

● Serving as principal liaison between the independent directors and the Chairperson and between the independent directors and senior management;

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● Ensuring that independent directors have adequate opportunities to meet and discuss issues in meetings of the independent directors;

● Encouraging director participation by fostering an environment of open dialogue and constructive feedback among independent directors;

● Communicating to management, as appropriate, the results of private discussions among independent directors;

● Participating on ad-hoc committees established to deal with extraordinary matters, such as investigations and mergers and acquisitions;

● Providing guidance on director succession and development;

● Ensuring Board agendas provide the Board with the ability to periodically review and provide input on the company’s long-term strategy and to monitor management’s execution of the long term-strategy;

● Serving as the independent directors’ representative in crisis situations, unless otherwise directed by the Board;

● Monitoring conflicts of interest of all directors, including the Chairperson;

● Participating in succession planning for the Chief Executive Officer and in talent retention and development programs for members of senior management;

● Responding to major stockholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group, with such consultation with the Chairperson and other directors as the Lead Independent Director may deem appropriate;

● Representing independent directors in communications with other stakeholders, as required; and

● Performing such other duties as the Board of Directors may from time to time delegate.

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

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

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

Board Evaluations

Our Board believes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. Our Board and each of the committees conduct an annual evaluation of Board performance, which is organized by our Nominating and Corporate Governance Committee and led by our Lead Independent Director. An overview of our 2021 annual evaluation process is provided below.

DEVELOPMENT OF
ANNUAL EVALUATION
PROCESS Our Nominating and Corporate Governance Committee develops an annual self-evaluation process and prepares the questionnaires for our Board and the committees. ASSESSMENT
WORKSHOPS A third-party consultant leads in-person workshops for our Board. ONE-ON-ONE
DISCUSSIONS Our Lead Independent Director and our Chairperson have one-on-one discussions with each director. EVALUATION OF
RESULTS Our Lead Independent Director consolidates the feedback and shares the results with our full Board for discussion and consideration.

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In 2021, our Nominating and Corporate Governance Committee engaged a third-party consultant to lead two in-person workshops for our Board as part of the annual evaluation process. These workshops preceded the one-on-one discussions with our Lead Independent Director and our Chairperson and the presentation of the results of the annual evaluation by our Lead Independent to the Board. In addition to assessing overall performance of the Board, the workshops focused on developing the Board to operate effectively going forward, including by:

●  Identifying ways to maximize the contribution and impact of the Board, as well as each individual director

●  Engaging in conversations to create a shared understanding among Board members in order to enhance the overall operation and productivity of the Board

●  Establishing metrics to measure effectiveness of the Board over time

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

All directors attended greater than 75% of the aggregate of all meetings of our Board and of the committees on which they served during the year ended December 31, 2021 (or the period for which they served in 2021), and on average we had a 93% attendance rate for such meetings. Current committee membership and the number of meetings of our full Board and committees held in 2021 are shown in the table below:

	Board	Audit Committee	Compensation and Talent Committee	Nominating and Corporate Governance Committee	Science Committee
Jacqueline K. Barton, Ph.D.	●		●		●
Jeffrey A. Bluestone, Ph.D.	●				●
Sandra J. Horning, M.D.	●			●	●
Kelly A. Kramer	●	●	●
Kevin E. Lofton	Lead Independent Director	●	●	●
Harish Manwani	●		●	●
Daniel P. O’Day	Chairman
Javier J. Rodriguez	●	●
Anthony Welters	●		●	●
Number of 2021 Meetings	6	10	7	4	7

●  Member  ●  Chair

Our Board expects director attendance at our annual meetings of stockholders. All of our then-serving Board members attended the 2021 annual meeting of stockholders.

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Committees of Our Board of Directors

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

Audit Committee  2021 Meetings: 10 Current Members: Kelly A. Kramer (Chair), Kevin E. Lofton
Javier J. Rodriguez

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

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

Our Audit Committee:

● is directly responsible for the selection, appointment, retention, compensation, oversight and, where appropriate, the replacement of the independent registered public accounting firm (the “auditors”);

● approves the engagement of proposed audit, review and attest services, as well as permissible non-audit services by our auditors;

● evaluates the performance, independence and qualifications of the auditors;

● reviews periodic reports prepared by the auditors regarding their internal quality control procedures and any material issues raised by internal quality-control reviews or by inquiries or investigations by governmental or professional authorities;

● monitors the rotation of audit partners on our engagement team and is involved in the selection of the lead audit partner;

● meets with the auditors and our financial management to review the scope and cost of proposed audits and the audit procedures to be utilized, and, following the conclusion thereof, reviews the results of such audits, including any findings, comments or recommendations of the auditors;

● discusses with the auditors and our financial and accounting management the scope, adequacy and effectiveness of our internal control over financial reporting, including the adequacy of the systems of reporting to our Audit Committee;

● reviews the potential effect of regulatory and accounting developments on our consolidated financial statements;

● reviews significant reporting issues or judgments made in connection with the preparation of our consolidated financial statements;

● reviews and approves, in advance, or ratifies all related party transactions in accordance with applicable laws, SEC rules and Nasdaq requirements;

● oversees the establishment and maintenance of disclosure controls and procedures;

● reviews draft earnings releases and the financial statements to be included in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, including the results of the annual audit and the results of the auditors’ review of our quarterly condensed consolidated financial statements;

● meets with internal audit management to review and approve the annual internal audit plan and budget and to review the results of internal audit activities;

● evaluates the performance and effectiveness of our internal audit function; and

● oversees our management of risks associated with financial and accounting systems, accounting policies, public reporting, investment strategies and cybersecurity, including the periodic review with management of our efforts to identify and mitigate such risks.

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

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

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Compensation and
Talent Committee          2021 Meetings: 7 Current Members: Kevin E. Lofton (Chair), Jacqueline K. Barton
Kelly A. Kramer, Harish Manwani, Anthony Welters

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

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

The Compensation and Talent Committee’s duties include:

● taking any and all actions that may be taken by the Board with respect to the compensation level of our executive officers, including but not limited to the development of compensation policies and the review of compensation arrangements;

● overseeing the administration and review of our compensation plans;

● evaluating the performance of our Chief Executive Officer, and reviewing and approving the Chief Executive Officer’s compensation, subject to ratification by the independent directors of the Board;

● reviewing and approving the compensation arrangements for our other executive officers;

● overseeing talent management and succession planning with respect to our Chief Executive Officer and other executive officers, and recommending a succession plan for such officers on an annual basis;

● establishing the stock ownership guidelines applicable to executive officers and recommending stock ownership guidelines applicable to the non-employee Board members;

● assessing whether our compensation practices present risks that could have a material adverse effect upon us or could otherwise encourage unnecessary or excessive risk-taking;

● overseeing our strategies and policies related to human capital management, including with respect to matters such as inclusion and diversity, workplace environment and culture, talent recruitment, development and retention, and employee engagement and effectiveness;

● reviewing and discussing the “Compensation Discussion and Analysis” included in our Proxy Statement for each annual meeting;

● reviewing the results of the most recent stockholder advisory vote on executive compensation and overseeing our submissions to stockholders on executive compensation matters; and

● appointing, determining the compensation of and overseeing the independent compensation advisers retained by the Compensation and Talent Committee.

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

● the principal aspects of our Chief Executive Officer’s compensation;

● evolving industry practices; and

● market information and analyses regarding the competitiveness of our program design for both our executive officers and the non-employee Board members.

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

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation and Talent Committee who served during 2021 is currently or has been, at any time since our formation, one of our officers or employees. During 2021, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation and Talent Committee. None of the members of our Compensation and Talent Committee who served during 2021 currently has or has had any relationship or transaction requiring disclosure pursuant to Item 404 of Regulation S-K.

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Nominating and Corporate
Governance Committee          2021 Meetings: 4 Current Members: Anthony Welters (Chair), Sandra J. Horning, M.D.
Kevin E. Lofton, Harish Manwani

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

Our Nominating and Corporate Governance Committee performs several functions.

Among other things, our Nominating and Corporate Governance Committee:

● develops and periodically reviews the desired qualifications of members of the Board and its committees;

● advises our Board on matters of diversity, including race, ethnicity, gender, sexual orientation, culture, thought and geography;

● evaluates the need for refreshment and succession planning for the Board and, as appropriate, leads the search for diverse individuals qualified to become members of the Board;

● recommends director nominees to the Board to be presented for stockholder approval at the annual meeting of stockholders;

● reviews the Board’s leadership structure and recommends changes as appropriate, including a recommendation to the independent directors regarding the appointment of our Lead Independent Director;

● reviews the Board’s committee structure and recommends directors to serve as members and chairpersons of each committee for the Board’s approval;

● determines on an annual basis the members of the Board who meet the independence requirements and members of the Audit Committee who meet the financial expert requirements;

● reviews our corporate governance policies and practices and recommends new policies and changes to existing policies for the Board’s approval;

● develops an annual self-evaluation process for the Board and its committees and, as appropriate, makes recommendations to the Board regarding its findings;

● monitors risks related to corporate governance matters and certain other non-financial or non-compensation-related risks;

● oversees our company’s stockholder engagement program;

● approves the appointment and removal of the Chief Compliance Officer and meets periodically with the Chief Compliance Officer to monitor the company’s compliance program;

● oversees environmental, social and governance (ESG) matters and receives periodic reports on our ESG program; and

● reviews our political expenditure policies and expenditures, including payments to trade associations.

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

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

Science Committee   2021 Meetings: 7 Current Members: Sandra J. Horning, M.D. (Chair), Jacqueline K. Barton, Ph.D.
Jeffrey A. Bluestone, Ph.D.

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

● advises our Board on the direction of and progress made towards our research and development strategy;

● assesses the quality of our commercial portfolio and clinical programs, and evaluates potential opportunities to enhance our portfolio and programs through opt-in programs, collaborations and other strategic transactions;

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● monitors the status, progress and outcomes of our key clinical trials; and

● reviews the potential effect of developments in the competitive scientific landscape and emerging science trends on our commercial portfolio and clinical programs.

Executive Sessions

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

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

Board Processes

Certain Relationships and Related Person Transactions

Indemnity Agreements

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

Policies and Procedures

Related Person Transactions

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

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2021 Related Person Transactions and Conflicts of 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.

Code of Ethics

Our Code of Ethics establishes the corporate standards of behavior for all our employees, officers and directors and sets our expectations of contractors and agents. In 2021, our Board approved an updated Code of Ethics that supports our commitment 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.

Compensation of Non-Employee Board Members

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

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

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

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

36

Corporate Governance

Cash Payments and Equity Awards

The following table sets forth the compensation arrangements for our non-employee Board members during 2021:

	2021 Non-Employee Board Member Compensation
			Grant-Date Value of Equity Awards(2)
	Cash Payment	(1)	Options(4)		Restricted Stock Units(4)
All Non-Employee Board Members	$75,000 retainer		$	150,000	$	150,000
Lead Independent Director	$40,000 / $75,000 additional cash retainer	(3)		None		None
Audit Committee Chair	$20,000 additional cash retainer			None		None
Compensation and Talent Committee Chair	$15,000 additional cash retainer			None		None
Nominating and Corporate Governance Committee Chair Science Committee Chair	$15,000 additional cash retainer			None		None
Committee Member (in addition to any Committee Chair fees)	$20,000 additional cash retainer for each committee			None		None

(1)	A non-employee Board member’s actual cash retainer is equal to the aggregate of his or her retainer fee for Board service ($75,000) plus his or her retainers for service on one or more Board committees (e.g., if the Audit Committee Chair also serves as a member on the Compensation and Talent Committee, the total dollar amount of the cash retainer will be $135,000). In addition, the cash retainer amounts presented in the table represent the annualized amounts payable to a non-employee Board member, and beginning with the third quarter of 2021, actual payments were made on a quarterly, pro-rated basis.
(2)	The number of shares of our common stock subject to the option portion of the annual equity award is calculated by dividing $150,000 by the fair value of option on the grant date, with any fractional share rounded down to the next whole share. The fair value of option is based on Black-Scholes option valuation model. The number of shares of our common stock subject to the restricted stock unit portion of the annual equity award is calculated by dividing $150,000 by the closing market price per share of our common stock on the award date, with any fractional share rounded down to the next whole share.
(3)	The Lead Independent Director receives an additional retainer of $75,000 should the Lead Independent Director not serve on any committees of the Board or $40,000 should the director serve on a committee (in addition to any retainer amounts for committee service).
(4)	The Lead Independent Director, committee chairs and other committee members do not receive any additional equity awards for their Lead Independent Director or 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, 2021, all members of our Board were in compliance with our stock ownership guidelines or within the grace period for compliance.

2022 Proxy Statement 37

Corporate Governance

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. Each option vests in successive equal quarterly increments over a one-year period, measured from the date of grant. The restricted stock unit awards granted to our non-employee directors prior to 2022 vest upon the completion of one year of Board service measured from the date of grant. In January 2022, pursuant to the recommendations of its independent compensation consultant, the Board approved an update to the terms of future grants of restricted stock unit awards to non-employee directors, such that they would 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 2021 fiscal year:

2021 Director Compensation

The table below summarizes the compensation paid by us to non-employee Board members for the 2021 fiscal year:

Name(1)	Fees Earned or Paid in Cash(2)			Stock Awards(3)(4)		Option Awards(4)(5)		Total
Jacqueline K. Barton	$	57,973		$	149,941	$	149,991	$	357,905
Jeffrey A. Bluestone	$	47,890		$	149,941	$	149,991	$	347,822
Sandra J. Horning	$	67,589	(6)	$	149,941	$	149,991	$	367,521
Kelly A. Kramer	$	70,795	(6)	$	149,941	$	149,991	$	370,727
Kevin E. Lofton	$	96,781		$	149,941	$	149,991	$	396,713
Harish M. Manwani	$	57,973		$	149,941	$	149,991	$	357,905
Javier J. Rodriguez	$	47,890		$	149,941	$	149,991	$	347,822
Anthony Welters	$	70,329		$	149,941	$	149,991	$	370,261

(1)	On May 12, 2021, Per Wold-Olsen and Richard J. Whitley retired from our Board. No compensation was paid to either Mr. Wold-Olsen or Mr. Whitley during the year ended December 31, 2021. As of December 31, 2021, Mr. Wold-Olsen held 81,726 shares subject to stock options and 8,565 shares issuable upon settlement of RSUs, and Mr. Whitley held 65,404 shares subject to stock options.
(2)	Represents cash retainers for serving on our Board and committees of the Board for the third and the fourth quarters of 2021. During 2021, the cash retainers paid to our Board members were changed from annual to quarterly retainers beginning on July 1, 2021.
(3)	Represents the grant-date fair value of RSU awards granted in 2021 to each director under our 2004 Equity Incentive Plan (as amended and restated, the “2004 Plan”) comprised of 2,223 RSUs granted to each Board member on May 12, 2021. The applicable grant-date fair value of each award was determined in accordance with Accounting Standards Codification Topic 718 (“Topic 718”) and accordingly calculated by multiplying the number of shares of our common stock subject to the award by the closing price per share of our common stock on the award date, without any adjustment for estimated forfeitures related to service vesting.
(4)	The following table shows, for each named individual, the aggregate shares under stock awards, the aggregate shares underlying option awards and the aggregate phantom shares held by that individual as of December 31, 2021:

Name	Aggregate Stock Awards Outstanding as of December 31, 2021(a)		Aggregate Option Awards Outstanding as of December 31, 2021		Aggregate PhantomShares as of December 31, 2021(b)
Jacqueline K. Barton		6,776		47,014		—
Jeffrey A. Bluestone		2,223		20,544		—
Sandra J. Horning		4,159		26,388		—
Kelly A. Kramer		10,953		59,882		—
Kevin E. Lofton		12,053		96,391		2,970
Harish M. Manwani		2,223		43,895		—
Javier J. Rodriguez		2,223		23,332		—
Anthony Welters		2,223		22,383		—

(a)	Aggregate stock awards include both unvested RSUs and vested RSUs for which receipt of the underlying shares of our common stock has been deferred. RSUs accrue forfeitable dividend equivalents that are subject to the same vesting and other terms and conditions as the corresponding RSUs. Dividend equivalents are accumulated and paid in cash when the underlying shares are issued.
(b)	Dividends on phantom shares are accrued and reinvested to acquire additional phantom shares quarterly.

(5)

Represents the grant-date fair value of stock option awards granted in 2021 to each director under the 2004 Plan, covering 14,665 shares with an exercise price of $67.45 per share made to each Board member on May 12, 2021, The applicable grant-date fair value of each award was calculated in accordance with Topic 718 and did not take into account any estimated forfeitures related to such service vesting. Assumptions used in the calculation of grant-date fair value are set forth in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for such fiscal year filed with the SEC.

(6)

Dr. Horning and Ms. Kramer elected to defer their entire Board period retainer fees of $67,589 and $70,795, respectively, as a cash deferral under our Deferred Compensation Plan.

38

Audit Matters

Audit Matters

PROPOSAL 2 Ratification of the Selection of Independent Registered Public Accounting Firm

Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and has further directed that we submit the selection of our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements since our inception in 1987.

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

Annual Evaluation and Selection of Independent Auditor

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

● Ernst & Young LLP’s historical and recent performance on the Gilead audit;

● Ernst & Young LLP’s institutional knowledge and expertise regarding Gilead’s global business, accounting policies and practices and internal control over financial reporting;

● the professional qualifications of Ernst & Young LLP, the lead audit partner and other key engagement partners;

● Ernst & Young LLP’s disclosures related to audit quality and performance, including recent Public Company Accounting Oversight Board (the “PCAOB”) inspections;

● the appropriateness of Ernst & Young LLP’s audit fees, including the fees that Ernst & Young LLP receives for non-audit services;

● the quality and candor of Ernst & Young LLP’s communications with the Audit Committee and management; and

● the potential impact of changing our independent registered public amounting firm.

Based on this evaluation, our Audit Committee has determined that Ernst & Young LLP is independent and that it is in the best interest of Gilead and its stockholders to continue to retain Ernst & Young LLP to serve as our independent auditors for the 2022 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 2018.

2022 Proxy Statement 39

Audit Matters

Principal Accountant Fees and Services

Our Audit Committee is responsible for audit firm compensation. The aggregate fees billed by Ernst & Young LLP for the years ended December 31, 2021 and 2020 for the professional services described below are as follows:

Name	2021		2020
Audit Fees(1)	$	8,934,000	$	9,362,000
Audit-Related Fees	$	—	$	—
Tax Fees(2)	$	1,452,000	$	984,000
All Other Fees(3)	$	209,000	$	7,000
Total	$	10,595,000	$	10,353,000

(1)	Represents fees incurred for the integrated audit of our consolidated financial statements and of our internal control over financial reporting and review of the interim condensed consolidated financial statements, as well as fees incurred for audit services that are normally provided by Ernst & Young LLP in connection with other statutory or regulatory filings or engagements.
(2)	Represents fees primarily incurred in connection with domestic and international tax compliance and tax consultation services.
(3)	Represents fees incurred in providing miscellaneous permitted advisory services, including fees related to system pre-implementation in 2021, and accessing Ernst & Young LLP’s online research database in 2021 and 2020.

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

Pre-Approval Policy and Procedures

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

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

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

40

Audit Matters

Audit Committee Report

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

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

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

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

Our Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2021 with management and Ernst & Young LLP. Our Audit Committee has reviewed and discussed with Ernst & Young LLP the matters required to be discussed with the Audit Committee by the applicable requirements of the PCAOB and the SEC.

Based upon these reviews and discussions, the Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in Gilead’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC. Our Board has approved this inclusion.

Audit Committee

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

2022 Proxy Statement 41

Executive Officers

Executive Officers

The names of our executive officers who are not also directors of Gilead and certain information about each of them as of March 24, 2022 are set forth below.

See Mr. O’Day’s biography above under “Nominees” on page 22.

Age: 52 JOINED GILEAD: 2016 POSITION:
Chief Financial
Officer Andrew D. Dickinson Mr. Dickinson serves as Gilead’s Chief Financial Officer, responsible for the oversight of the company’s global finance, corporate development, information technology, operations and strategy organizations. Mr. Dickinson joined Gilead in 2016 and prior to his current role served as head of the company’s corporate development and strategy group. In that role, Mr. Dickinson drove all of Gilead’s licensing, partnership and acquisition transactions and guided investments into new areas. Prior to his tenure at Gilead, Mr. Dickinson was the global Co-Head of Healthcare Investment Banking at Lazard. Earlier in his career, he served as General Counsel and Vice President of Corporate Development at Myogen, Inc., which was acquired by Gilead in 2006. Mr. Dickinson received his bachelor’s degree in molecular, cellular and developmental biology from the University of Colorado at Boulder and his law degree from Loyola University of Chicago. He currently serves on the board of directors of Sutter Health, a non-profit hospital system based in California, and previously served on the board of directors of the Fosun Pharma and Kite joint venture in China, which was established in 2017.

Age: 52 JOINED GILEAD: 2019 POSITION:
Chief Commercial Officer Johanna Mercier Ms. Mercier serves as Gilead’s Chief Commercial Officer, with responsibility for the global commercialization of all the company’s medicines throughout the product lifecycle. Under her leadership, Gilead works to ensure that patients around the world have access to the company’s transformational medicines. Ms. Mercier joined Gilead in 2019 after 25 years at Bristol-Myers Squibb, where she served in a number of executive leadership positions, gaining broad experience across geographies and in all aspects of the commercial business. Ms. Mercier holds a bachelor’s degree in biology from the University of Montreal and an MBA from Concordia University. She currently serves on the board of directors of Neurocrine Biosciences, Inc. and the University of Southern California’s Leonard D. Schaeffer Center for Health Policy and Economics.  

42

Executive Officers

Age: 59 JOINED GILEAD: 2019 POSITION: Chief Medical Officer

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

Age: 54 JOINED GILEAD: 2005 POSITION: Executive Vice President, Corporate Affairs and General Counsel

Brett A. Pletcher Mr. Pletcher leads a group at Gilead that includes the government affairs and policy, public affairs, and legal organizations. In his role, he oversees our work to shape health policy and communicate the company’s perspective across external audiences. As General Counsel, he is also responsible for all of the company’s legal functions, including intellectual property, litigation and compliance efforts associated with the promotion of our products. Before joining Gilead in 2005, Mr. Pletcher was a partner in the law firm of Gunderson Dettmer, LLP, where he provided corporate and securities services to emerging growth public and private companies as well as venture capital investors Mr. Pletcher received his bachelor’s degree in economics and political science from the University of California, Riverside and earned his law degree from the University of California, Berkeley’s Boalt Hall School of Law. He is a member of the California State Bar and a former member of the Nasdaq Listing and Hearing Review Council, and currently serves on the Advisory Board for the East Bay Community Law Center.

2022 Proxy Statement 43

Executive Compensation

PROPOSAL 3 Advisory Vote to Approve the Compensation of Our Named Executive Officers

Based upon a vote of stockholders at our 2021 annual meeting of stockholders, and following our Board’s recommendation for an annual advisory vote to approve the compensation of the Named Executive Officers, we are providing stockholders with an advisory vote to approve the compensation of our Named Executive Officers. Although the vote is non-binding, our Board and Compensation and Talent Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions affecting our executive officers.

We encourage our stockholders to read the Compensation Discussion and Analysis, beginning on page 45, which describes the details of our executive compensation program and the decisions made by the Compensation and Talent Committee in 2021. Our 2021 corporate achievements are described under “Corporate Performance Metrics and Achievements for 2021” in the Compensation Discussion and Analysis.

Our stockholders are being asked to approve by advisory vote the following resolution relating to the compensation of the Named Executive Officers in this Proxy Statement:

“RESOLVED, that Gilead’s stockholders hereby approve the compensation paid to Gilead’s executive officers named in the Summary Compensation Table of this Proxy Statement, as that compensation is disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the various compensation tables and the accompanying narrative discussion included in this Proxy Statement.”

The vote on this resolution is not intended to address any specific element of compensation; rather the vote relates to the compensation of the Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

Under our Board’s policy of providing annual advisory votes on executive compensation, the next such vote will occur at the 2023 annual meeting of stockholders.

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

44

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 decisions of the Compensation and Talent Committee of our Board of Directors (our “Compensation and Talent Committee” or “Committee”) for our 2021 Named Executive Officers, who were:

Daniel P. O’Day Chairman and Chief Executive Officer (“Chief Executive Officer”)	Andrew D. Dickinson Chief Financial Officer	Johanna Mercier Chief Commercial Officer	Merdad V. Parsey, M.D., Ph.D. Chief Medical Officer	Brett A. Pletcher Executive Vice President, Corporate Affairs and General Counsel

2021 Business Highlights

During 2021, Gilead took meaningful strides in its transformative journey towards becoming a business based on diverse, sustainable growth. We continued to demonstrate our leadership 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 progress on all three fronts, advancing the frontier of HIV therapy by offering a best-in-class HIV portfolio with options that are shaped by the needs and preferences of people living with or at risk of acquiring HIV infection.

Biktarvy, a once-a-day pill, remains the leading HIV treatment, achieving 19% year-over-year growth and adding an additional 5% of market share in the U.S. in 2021. We expect Biktarvy, which has patent exclusivity until 2033, to continue to lead in the daily oral market and drive growth. Biktarvy revenues grew $1.4 billion to $8.6 billion for 2021.

The pandemic continued to impact HIV screening, diagnoses and office visits. In addition, 2021 marked the first full year reflecting the loss 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 solid, and we anticipate introducing long-acting oral and injectable HIV therapies in coming years.

There remains a large unmet medical need for preventing HIV transmission, or pre-exposure prophylaxis (PrEP), for people at risk of acquiring HIV infection. The PrEP market has begun to recover from the pandemic with prescriptions now exceeding 2019 levels. Our PrEP medication, Descovy continues to hold approximately 45% market share in the United States, creating a strong foundation for growth.

We are committed to continually improving options for those living 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 element 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

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. This 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 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% by the end of 2022.

Increasing Access to and Benefit of Veklury. Veklury (remdesivir) continues to play a crucial role in the fight against the COVID-19 pandemic. In 2021, nine million patients around the world received Veklury and generic remdesivir, which brings the cumulative total number of patients served to more than 10 million, including seven million in 127 middle- 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 of concern, including Omicron. Revenues hit $5.6 billion, representing 98% year-over-year-growth. Recognizing that the need for therapies remains urgent, we also donated more than 550,000 vials of Veklury in 2021, bringing total donations during the pandemic to approximately two million vials.

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

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

46

Executive Compensation

Stockholder Engagement and 2021 Vote on Named Executive Officer Compensation

At the 2021 annual meeting of stockholders, votes in favor of the compensation of our named executive officers increased from 83% to approximately 87% of votes cast. Our Compensation and Talent Committee carefully reviews voting results and feedback from our stockholder engagement activities when making executive compensation decisions.

During 2021, we contacted stockholders representing approximately 57% of our outstanding shares. Since our 2021 Annual Meeting, we met with stockholders representing approximately 45% of our outstanding shares as well as, the two largest proxy advisory firms. During these meetings, we discussed key environmental, social and governance topics, board oversight, leadership structure and human capital management, and asked our stockholders for their perspectives and feedback on our executive compensation program, 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.

Our stockholders expressed general satisfaction and did not raise any material concerns regarding our pay programs. After taking this feedback into account, our Compensation and Talent Committee determined that no changes were necessary in response to the voting results at our 2021 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.”

2022 Proxy Statement 47

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 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 ●  Short- and Long-Term Balance ●  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:

WHAT WE DO   Ongoing outreach and engagement with major stockholders on executive compensation governance   Rigorous annual incentive performance metrics with financial goals weighted at 50% of the total award opportunity and product, pipeline and people goals weighted at 50%, and with an individual performance modifier applicable to all NEOs other than our CEO   Clawback policy covers both cash and equity and allows for clawback for misconduct that results in the restatement of financial results or significant misconduct, including a failure to supervise a subordinate, that otherwise causes financial, operational or reputational harm   Cap annual cash incentive and long-term performance share unit (PSU) plan 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

48

Executive Compensation

Compensation Overview

Elements of Annual Compensation

Our Compensation and Talent Committee annually reviews our Named Executive Officers’ compensation, payment criteria, goals and pay outcomes. Based on this review, the Committee believes our executive compensation program is fair and delivers pay that is aligned with stockholder returns.

A summary of our Named Executive Officers’ annual compensation awarded or earned during 2021 is set forth below:

Compensation Components

Base Salary Payment Criteria Fixed annual compensation reviewed annually with any increases generally effective March 1 2021 Compensation Summary ●  Our Named Executive Officers received a base salary increase ranging from 0% to 3%

Long-Term Incentive (“LTI”) Compensation Payment Criteria ●  50% delivered in performance share units with “performance shares” earned over three years based on relative Total Shareholder Return (“TSR”) and annual revenue targets ●  There is no payout if performance falls below a minimum threshold ●  Relative TSR awards are capped at target if absolute TSR is negative ●  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 Compensation Summary ●  2019 performance shares paid out at 90.92% 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 Compensation Summary ●  Annual incentive earned at 139% of target for our Chief Executive Officer, based on corporate performance against pre-set rigorous metrics ●  Annual incentive earned at 148% to 159% of target for other Named Executive Officers, based on corporate and individual performance

2022 Proxy Statement 49

Executive Compensation

Pay and Performance Alignment

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

Our business involves multi-year development cycles, in which the return on investments in our product pipeline may take up to 12 years or more. Thus, our executive compensation program focuses not only on the successful progression of research programs, clinical trials and the launch of new products, but also on performance across a range of shorter-term metrics that advance our long-term strategy and longer-term value creation for our stockholders. As a result of long development cycles, success in the early phases of development, while critical to achieving our long-term strategy and short-term goals, may not be reflected in our operating performance and share price until several years in the future.

Long-term equity incentives, awarded in the form of performance share units, 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 target pay opportunity is not representative of actual realized pay unless we perform. For example, our LTI program is directly impacted by our revenue achievement, relative TSR performance and stock price. When actual revenue and relative TSR performance is below target, the number of shares earned is also below the target number granted. This realizable value is then further impacted when the stock price declines below grant value. In addition, our restricted stock units decrease in value when our stock price declines, and our stock options have no value unless and until the stock price exceeds the grant date exercise price.

Named Executive Officers’ 2021 Annual Compensation

Base Salaries

Our Compensation and Talent Committee reviews and approves our Chief Executive Officer’s base salary, subject to ratification by the independent members of our Board of Directors.

Annual base salary increases for other Named Executive Officers were recommended by Mr. O’Day and approved by the Committee 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.

50  

Executive Compensation

The 2021 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	%

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, 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 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 2021

Our Compensation and Talent Committee established performance metrics, weighted 50% financial and 50% strategic, under the annual incentive plan in February 2021 after careful consideration of key short-term financial, pipeline, product and people goals. 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 value to stockholders. For purposes of the 2021 annual incentive plan, the Committee approved net product revenue and non-GAAP operating income performance goals that excluded Veklury revenue. At the same time, the Committee decided to separately assess Veklury performance.

There were multiple factors underlying this decision. First, Veklury revenue is strongly tied to COVID-19 infection rates, which are highly unpredictable. Second, the Committee wanted to incentivize performance around our core businesses, which had been negatively impacted by pandemic-related disruptions and which are vital to our long-term performance. Third, 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 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

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.

Based on this Veklury assessment and the achievements described below, our Compensation and Talent Committee certified an overall corporate performance factor of 118% 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

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%

(1)	This financial metric and actual net product revenue excludes all revenue received from Veklury sales. Actual net product revenue including Veklury sales was $27,008M.
(2)	This financial metric and actual non-GAAP operating income excludes all gross profits received from Veklury sales. The actual achievement reflects further 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 and the aforementioned adjustments was $12,548M.

52  

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

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 on both the results 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. 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.

Executive Officer	Select 2021 Achievements
Mr. Dickinson	●	Under 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 multiple transformational initiatives across the CFO organization to drive long-term efficiencies and cost savings for the organization. This included the establishment of our business services center in Raleigh, North Carolina, maturation of the procurement function and significant progress in a multi-year SAP implementation.
Ms. Mercier	●	In 2021, Ms. Mercier successfully integrated two acquired organizations and two new, first-in-class, treatment options to patients living with hepatitis D virus and mTNBC in Europe and the United States.
	●	Under Ms. Mercier’s leadership, Veklury has been made available in over 60 countries with remdesivir supplied to other countries in the world by licensed generic partners. More than 10 million patients worldwide have been treated with Veklury or remdesivir.
	●	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	●	Under Dr. Parsey’s leadership, Gilead clinical portfolio continued to expand significantly in Oncology, which included the addition of the TIGIT 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.
	●	Dr. Parsey was instrumental in continuing to expand the portfolio, including moving 18 programs from Research or external opportunities into Development. He oversaw the establishment of enhanced governance model to allow, Gilead to continue 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.

54  

Executive Compensation

Annual Incentive Decisions

The Committee approved final 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:

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

⁽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.

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, our Compensation and Talent Committee granted performance shares, stock options and restricted stock units, as shown below:

2021 Annual Long-Term Equity Decisions

Our Compensation and Talent Committee approved equity awards in the amounts set forth below that reflect 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 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

Executive Compensation

2021 Performance Share Awards

Consistent with prior years, the performance share awards granted by our Compensation and Talent Committee in 2021 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 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.

Relative TSR 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 through December 31, 2023, 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
81st or above		200%
50th		100%
20th or below		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 when our Compensation and Talent Committee certifies performance achievement.

Absolute Revenue Portion. One-third of the revenue-based performance shares granted in 2021 is tied to achievement of our 2021 net product revenue goal, one-third is tied to a 2022 net product revenue goal and one-third is tied to a 2023 net product revenue goal. Each year’s net product revenue goal is established by our Compensation and Talent Committee in the first quarter of that year, and the payout level can range from 0% to 200% of the target allocated to each year’s 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 revenue performance over a three-year period.

56  

Executive Compensation

In January 2021, our Compensation and Talent Committee established the net product revenue performance goal for 2021 of $24.4 billion (at target), which included Veklury revenue. The same 2021 net product revenue performance goal also applies to one-third of the revenue-based performance shares granted in 2020 and 2019. In contrast to revenue goals established under the annual incentive plan, the Compensation and Talent Committee did not exclude revenue from Veklury in setting the performance share 2021 revenue target. The committee made the decision to differentiate the revenue measures under both incentives given the unusual circumstances of the pandemic; the short-term incentive was intended to focus executives on the drivers of core business, with a separate factor to incentivize and reward Veklury performance, while the long-term incentive is intended to incentivize holistic long-term performance achievement, including the company’s rapid and robust response to the pandemic. Additionally, including Veklury revenues in long-term incentive targets avoids the need to modify 2021 performance results for in-flight equity awards based on a separate assessment of Veklury performance.

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 performance share awards will not become vested until the final performance results are certified in early 2024. 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

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

2021 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, which benefits all stockholders. Stock options granted to our Named Executive Officers vest over a four-year service period. One-quarter of these options vests 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).

2021 Restricted Stock Units

Our Compensation and Talent Committee believes that restricted stock units promote long-term retention and alignment with shareholders. 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).

2019 Performance Share Awards Earned

As with the performance awards granted in 2021, awards approved for our then serving Named Executive Officers in 2019 were subject to a 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 1, 2019 through December 31, 2021, 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 and 2021 (one-third each year).

2022 Proxy Statement      57

Executive Compensation

In January 2022, our Compensation and Talent Committee certified final performance achievements for the 2019 performance share awards. Our three-year relative TSR was at the 22.5 percentile, resulting in a payout of 6.25% of target for the TSR-based awards. Our net product revenue exceeded the target revenue goal in 2019, 2020 and 2021, resulting in a payout of 175.59% 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.

(1)	Also included as a sub-tranche of the 2019 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)	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.

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, Compensia served solely as a consultant to management in the compensation decision-making process. When setting 2021 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.

58

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, 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 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, which was identified based on these objective selection criteria, comprised these 11 companies:

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

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

	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

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

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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, 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. 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 401(k) 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 Nonqualified Deferred Compensation table on page 71.

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 401(k) savings plan. Under the 401(k) 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 Named Executive Officers participated in the 401(k) plan during 2021 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.

Our Named Executive Officers are permitted limited use of a Company-provided aircraft for personal travel, which allow for enhanced security, efficiency and availability, contributing to the amount of time they can spend on Company business. We generally do not provide other perquisites or other personal benefits to our executive officers.

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

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 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)

6xChief Executive Officer

3xAll other Named Executive Officers
Individuals newly hired or promoted are allowed a specified number of years to comply with their ownership guidelines. Shares owned outright, including those acquired from Company equity awards, count toward meeting the guidelines; however, stock options and unvested restricted stock units and performance shares do not count toward meeting the guidelines. As of December 31, 2021, all our Named Executive Officers were within the grace period for compliance with their applicable stock ownership guidelines.

Clawback Policy

Our Board believes the company’s executives should be financially responsible for misconduct covered by our “clawback” policy, under which 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 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

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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 policy requires the company 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

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 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. In addition, the policy prohibits directors and executive officers from pledging Gilead securities.

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 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 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, 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.

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● 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 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 us to recoup cash incentives and equity awards paid to our executive officers if financial results have to be subsequently restated as a result of their misconduct or our executive officers 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.

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: 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.

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● Retirement: includes a termination of employment by the Named Executive Officer after reaching 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: 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 work location by more than a specified distance.

● Change in Control 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.

Under the Severance Plan and our equity plan, a “resignation for Good 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 previous work location is also a good reason trigger under our severance plan outside the context of a change in control.

Mr. O’Day, Ms. Mercier and Dr. Parsey 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, 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 or any subsidiary of the terms of his offer letter or of any written equity award agreement between him and the 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 duties owed to us or insubordination.

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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 exercise period (subject to existing expiration date) for stock options granted in or after 2019. Three-year 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.
Involuntary Termination without “Cause” or for “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 unpaid deferred compensation plan company contribution to his plan account(2). ●  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, if termination occurs within the first two years of employment, accelerated vesting of make whole equity awards.
Change in Control Termination (Involuntary Termination without “Cause” or Resignation for “Good Reason” within Change in Control Protection Period(3))	●  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 unpaid deferred compensation plan company contribution to his plan account. ●  100% acceleration of stock option and restricted stock unit awards. ●  Acceleration of unvested performance shares as follows: ●  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, 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 or 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).

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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. The estimated amounts assume:

● that the covered termination of employment occurred on December 31, 2021; and

● the value of any equity vesting is based on the closing market price of our common stock on December 31, 2021.

The table below does not include accrued wages, vacation accrual, vested deferred compensation or the intrinsic value (as of December 31, 2021) 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.

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Summary Compensation Table

The following table shows, for the fiscal years 2021, 2020 and 2019, compensation awarded to, paid to, or earned by, our Named Executive Officers (“NEOs”).

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

(1)	Includes amounts earned but deferred at the election of the NEOs pursuant to our 401(k) 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), performance shares, performance-based RSUs and stock options granted to the NEOs for the applicable year under our 2004 Plan, 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 16 to our Consolidated Financial Statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for such fiscal year. See the 2021 Grants of Plan-Based Awards table on page 67 for additional information.
(3)	For 2021, represents amounts paid in early 2022 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 our annual incentive plan.
(4)	Includes the aggregate grant-date fair value of the performance shares determined in accordance with Topic 718. The aggregate grant-date fair values of the awards reported for 2021 (the Relative TSR tranche of the 2021 performance shares and the 2021 revenue subtranches of the 2019, 2020 and 2021 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 for Mr. O’Day, $2,575,090 for Mr. Dickinson, $2,203,330 for Ms. Mercier, $2,359,698 for Dr. Parsey, and $1,440,148 for Mr. Pletcher. As described in the Compensation Discussion and Analysis, the revenue subtranches of the 2020 and 2021 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 16 to our Consolidated Financial Statements for the year ended December 31, 2021, 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 Grants of Plan-Based Awards table on page 67 for a detailed description of the terms of the 2021 performance shares granted in 2021.
(5)	Includes matching contributions 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, and other trip-related maintenance costs. Because 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 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.

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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 for the 2021 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