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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a Partyparty other than the Registrant

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

Gilead Sciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)ALL BOXES THAT APPLY):
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2023 Notice of
Annual Meeting of
Stockholders and
Proxy Statement

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OUR VISION
					1) Title of each class of securities to which transaction applies: To create a healthier world for all people
				2) Aggregate number of securities to which transaction applies:
				3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
			4) Proposed maximum aggregate value of transaction:
			5) Total fee paid:
☐		Fee paid previously with preliminary materials:
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
			1) Amount previously paid:
			2) Form, Schedule or Registration Statement No.:
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			4) Date Filed:

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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
	2020 Notice of Annual Meeting of Stockholders and Proxy Statement

OUR CORPORATE STRATEGY

LONG-TERM AMBITIONS

Table

Bring 10+ Transformative Therapies to Patients by 2030

Be the Biotech Employer and Partner of ContentsChoice

Deliver Shareholder Value in a Sustainable, Responsible Manner

STRATEGIC PRIORITIES (Refreshed in 2023) Maximize Near-Term Revenue Growth CREATING A BETTER, HEALTHIER WORLD.Maximize Impact of Long-Acting HIV Therapies Through researchExpand and development, including a wide range of clinical studies, we’re creating possible the next generation of life-changing therapeutics. We believe the impossible is not impossible. It simply hasn’t been achieved yet. For more than 30 years, Gilead’s research program has achieved advancements that were once thought impossible. As we bring new products into clinical development, our goal remains the same – to discover, develop and commercialize therapeutics that transform care for people around the world. Deliver on Oncology Programs

Beyond the Science: Reaching Patients GloballyChampion an Environment of Inclusion and Employee Growth Gilead is committedRemove Barriers to providing access to people who need our medicines around the world. Our commitment to patients goes beyond the science: We innovate with the goal of eliminating barriers to healthcare. In the United States, we do this through our patient assistance programs and drug donations. Globally, we workSpeed in nearly 140 resource-challenged countries, using a variety of approaches to increase disease awareness, engage partners strategically and deliver medicines efficiently. We have operations in more than 35 countries worldwide with approximately 12,000 employees across six continents.Execution

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Message

Letter from our Chairman
and Chief Executive Officer

March 24, 2020

Dear Stockholders:

For more than three decades, Gilead has pursued and achieved breakthroughs once thought impossible in medicine with the goal of creating a healthier world for all people. We helped transform care for people living with HIV, delivered four curative treatments for hepatitis C in less than four years and continued to grow our portfolio of investigational compounds. We continue to be inspired by the opportunity to address unmet medical needs for people living with life-threatening diseases around the world.

These tremendous accomplishments, our promise and potential are the reasons I joined Gilead. As I reflect back on my first year asOur Chairman and Chief Executive Officer and look forward to our future, I’m excited with the progress we’ve made and the opportunities that lie ahead.

For Gilead’s next chapter, we are focused on building on our strength in antiviral medicine, as well as our growing expertise in immunomodulation. We believe this has enormous potential to impact human health as we expand into new areas, such as inflammatory diseases and oncology. We are committed to continuing to advance scientific innovation and position Gilead to deliver strong results.

Business Advancements

Looking back, 2019 was an impactful year for Gilead. A few areas to highlight include:

•	HIV Franchise: We achieved sales of $16.4 billion across our HIV franchise in 2019, an increase of 12% from 2018, reaching another all-time high. This continued growth was driven by the demand for Biktarvy® and the increase in the number of individuals taking our products for PrEP.
•	Drug Approvals and Geographic Expansion: We made notable advancements in securing HIV and HCV drug approvals in key geographies, including approval of Descovy for PrEP® in the United States, approval of Biktarvy and Vosevi®in China and approval of Biktarvy and Epclusa® in Japan. We also had four products (Vemlidy®, Epclusa, Harvoni® and Genvoya®) listed on China’s National Reimbursement Drug List effective in January 2020.
•	Galapagos Partnership: We expanded our partnership with Galapagos with a transformative 10-year global research and development collaboration. This strategic partnership reflects Gilead’s intent to grow our innovation network through diverse and creative partnerships and enables us to gain access to an innovative portfolio of compounds.
•	Filgotinib: We submitted filings for regulatory approval of filgotinib for the treatment of rheumatoid arthritis in the United States (under priority review by the FDA), Europe and Japan.
•	Immuno-Oncology: Our Kite operating company submitted KTE-X19 for regulatory approval in the U.S. and Europe as a treatment for relapsed or refractory mantle cell lymphoma. If approved, Kite will be the first company with two cell therapies on the market. In addition to cell therapy, we continued to grow our research portfolio across complementary immuno-oncology platforms.

Future Growth

As we look ahead, we believe these three pillars will drive Gilead’s continued growth:

•	Durable Core Business: We are building on our strong base in antivirals and our leadership in HIV. That includes continuing to focus on hepatitis C through branded medicines and authorized generics and growing our cell therapy business. We are also focused on driving growth in new geographies, such as China.
•	Existing Pipeline Opportunities: Beyond our core business, our pipeline at the end of 2019 included 40 clinical stage programs, four of which have Breakthrough Therapy designation from the FDA. Our transformative collaboration with Galapagos has the potential to double our research footprint and will enable us to build our inflammation portfolio for the future. We have the financial strength to continue to supplement our pipeline through business development. We completed 27 strategic collaborations and equity investments in 2019, and we recently announced an agreement to acquire Forty Seven (subject to customary closing conditions), which we expect to strengthen our immuno-oncology research and development portfolio.
•	Corporate Strategy to Drive Additional Growth: Our corporate strategy encompasses three key ambitions: to bring 10+ transformative therapies to patients in the next 10 years; to be the biotech employer and partner of choice; and to deliver shareholder value in a sustainable, responsible manner.

Daniel P. O’Day

Chairman and

Chief Executive Officer

“For Gilead’s next

chapter, we are

focused on building

on our strength in

antiviral medicine,

as well as our

growing expertise in

immunomodulation.”

Dear Stockholders,

2020 Proxy Statement

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Leadership Team

OneOn behalf of my immediate priorities in taking on this role was to work with our Board of Directors to ensure we have an outstanding team of executives to shape Gilead’s long-term success. By bringing together a combination of long-tenured leaders and those from other companies, we have strategically created a senior leadership team that provides Gilead with deep expertise and diversity of thought across a range of specialties, geographies and therapeutic areas. The new appointments to the executive bench include Andrew D. Dickinson, Executive Vice President and Chief Financial Officer; Jyoti K. Mehra, Executive Vice President, Human Resources; Johanna Mercier, Chief Commercial Officer; Merdad V. Parsey, M.D., Ph.D., Chief Medical Officer; and Christi L. Shaw, Chief Executive Officer of Kite.

Stockholder Engagement

As a continuation of our robust stockholder engagement program, in 2019, our senior leadership team and our Lead Independent Director were honored to meet several of Gilead’s largest stockholders in order to gain critical insights about our company’s strategy, governance and compensation practices, ongoing sustainability initiatives and potential risks. Stockholder feedback will always be valuable to our business, and I was pleased to share and review this constructive feedback with our Board of Directors.

On behalf of our entire Board of Directors and approximately 12,000 employees, thank you for your investment in Gilead. With your support, we are making important progress in our work to make the world a healthier place for all people. 2022 was a remarkable year for Gilead. The efforts we have been undertaking to transform the company became fully evident with a return to growth and significant advances in our research and development. As a result, we are approaching 2023 from a very strong position, with a diverse and sustainable business and the potential to help more people and communities than ever before.

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

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

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

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

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

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

I encourage you to readlearn more about our 2019 performance2022 highlights in the Year in Review,our inaugural ESG Report, which will be available for download at www.gilead.com in early May 2020.April 2023.

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

Sincerely,

Daniel P. O’Day

Chairman and Chief Executive Officer

A Word of Appreciation2023 Proxy Statement

As John F. Cogan, Ph.D., and Gayle E. Wilson prepare to retire from their roles on Gilead’s Board of Directors in May, I’d like to thank them for their tremendous contributions to our organization. I would also like to thank George P. Shultz, Ph.D., whose term as Director Emeritus is ending. Dr. Cogan has served as a Director since 2005, has been our Lead Independent Director since 2013, and currently serves as a member of our Audit Committee and our Scientific Committee. Ms. Wilson joined Gilead’s Board in 2001; she currently serves as Chair of the Nominating and Corporate Governance Committee, and as a member of the Scientific Committee. Dr. Shultz was a member of our Board from 1996 to 2005, and has served as Director Emeritus since 2006. Dr. Cogan, Ms. Wilson and Dr. Shultz have each been instrumental in helping to shape Gilead into the company it is today.

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Letter from Our Lead Independent Director

Dear Stockholders,

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

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

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

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

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

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

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

Sincerely,

Kevin E. Lofton
Lead Independent Director

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Notice of Annual Meeting of Stockholders

	When WHEN Wednesday, May 6, 2020, 3, 2023 10:00 a.m. Pacific Daylight Time		Where Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California 94030WHERE Via Webcast at www.virtualshareholdermeeting.com/GILD2023		Record Date Friday, RECORD DATE Wednesday, March 13, 202015, 2023

Proposal	Items of Business	Board Recommendation
1

►

Proposal 1

FOR

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

FOR each Director director nominee

►2

Proposal 2

FOR

To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as theour independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2020.2023.

FOR

►3

Proposal 3

FOR

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

FOR

►4

Proposal 4 To approve, on an advisory basis, the frequency of future advisory stockholder votes on executive compensation.

AGAINST1 YEAR

5	To approve an amendment and restatement of the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan.		FOR
6	To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board adoptimplement a policy thatprocess to nominate at least one more candidate than the Chairpersonnumber of the Board of Directorsdirectors to be an independent director.elected.		AGAINST

►7

Proposal 5

AGAINST

	To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board eliminateamend the ownership threshold for stockholderscompany governing documents to requestgive street name shares and non-street name shares an equal right to call a record date to take action by written consent.special stockholder meeting.		AGAINST
8	To vote on a stockholder proposal, if properly presented at the meeting, requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents.		AGAINST
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Voting

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

PRIOR TO THE MEETING:			DURING THE MEETING:

By Order of the Board of Directors,

Brett A. Pletcher
Corporate Secretary
Foster City, California

March 24, 2020

Voting    BY INTERNET*	BY TELEPHONE*	BY MAIL	BY INTERNET*
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 byone of the following procedures as promptly as possible in order to ensure your representation at the Annual Meeting. For more specific voting instructions, please refer to “Questions and Answers” in this Proxy Statement.
www.proxyvote.com	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)	www.virtualshareholdermeeting.com/GILD2023
	In Person Holders of our common stock at the close of business on the Record Date and holders of a valid legal proxy for the Annual Meeting are entitled to attend and vote at the meeting in person

*			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 5, 20202, 2023 at 11:59 p.m., Eastern Daylight Time.

We are actively monitoring*    You will need to provide the public health and travel safety concerns relating to the coronavirus (COVID-19) and the advisories or mandatescontrol number that federal, state and local governments, and related agencies, may issue. In the event it is not possible or advisable to hold the Annual Meeting as currently planned, we will publicly announce any additional or alternative arrangements for the meetingappears on our Investors page athttp://investors.gilead.com/annual-meeting, which may include a change in venue or holding the meeting solely by meansyour Notice of remote communication. If we decide to hold the Annual Meeting solely by meansInternet Availability of remote communication, the meeting will occur at the above date and time via live audio webcast, and you or your proxyholder will be able to participate, vote and examine our stockholder list by visitingeast.virtualshareholdermeeting.com/GILD2020and using your 16-digit control number. If you are planning to attend the Annual Meeting, please check our Investors page the week of the meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

2020 Proxy Statement	3

Table of Contents

Table of Contents

Overview		5
2019 Business Highlights		5
Corporate Governance Highlights		9
Executive Compensation Highlights		13Materials.

Deborah H. Telman
Corporate Secretary
March 23, 2023

2023 Proxy Statement

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Table of Contents

Overview	5
2022 Business Highlights	5
Our Environmental, Social and Governance Program	9
Proxy Voting Roadmap	10
Proxy Statement for the 2020 2023 Annual Meeting of Stockholders on May 6, 20203, 2023	1413
Corporate Governance	14
Corporate Governance	15
Proposal 1	1: Election of Directors	1514
The Gilead Board of Directors	1615
Our Board’s Role and Responsibilities	2325
Board Structure	2430
Committees of ourOur Board of Directors	2733
Board Processes	3037
Compensation of Non-Employee Board Members	3038
Audit Matters	41
Audit Matters	33
Proposal 2	2: Ratification of the Selection of Independent Registered Public Accounting Firm	3341
Annual Evaluation and Selection of Independent Auditor	3341
Rotation of Lead Audit Partner	3341
Principal Accountant Fees and Services	3442
Pre-Approval Policy and Procedures	3442
Audit Committee Report	3543
Executive Officers	44
Executive OfficersCompensation	3646
Executive Compensation		38
Proposal 3	3: Advisory Vote to Approve the Compensation of Our Named Executive Officers	3846
Compensation Discussion and Analysis	3847
Other Executive Compensation Policies and Practices	55

Compensation Committee Report		6061
Compensation and Talent Committee Report	65
Severance and Change in Control Arrangements with Named Executive Officers	6165
Summary Compensation Table	6569
20192022 Grants of Plan-Based Awards	6770
20192022 Outstanding Equity Awards at Fiscal Year-End	7173
20192022 Option Exercises and Stock Vested	7376
20192022 Nonqualified Deferred Compensation	7476

20192022 Potential Payments uponUpon Involuntary Termination or Change in Control Termination	7577
CEO Pay Ratio	7679
Pay versus Performance	80
Proposal 4: Advisory Vote to Approve the Frequency of Future Advisory Stockholder ProposalsVotes on Executive Compensation	7783
Employee Stock Purchase Plans	84
Proposal 4 5: Approval of the Amended and Restated Gilead Sciences, Inc. Employee Stock Purchase Plan and International Employee Stock Purchase Plan	84
Stockholder Proposals	89
Proposal 6: Stockholder Proposal Requesting a Policy Requiring More Director Candidates than Board Seats	89
Proposal 7: Stockholder Proposal Requesting that Shares Held in Street Name Be Able to Call a Special Stockholder Meeting	92
Proposal 8: Stockholder Proposal Requesting that the Board AdoptEstablish and Report on a Policy thatProcess to Consider the ChairpersonImpact of the Board of Directors be an Independent Director	77Extended Patent Exclusivities on Product Access in Deciding Whether to Apply for Secondary and Tertiary Patents
Stockholder Proposal		7794
Our Board Recommends a Vote AGAINST this ProposalStock Ownership Information	78
Proposal 5	Stockholder Proposal Requesting that the Board Eliminate the Ownership Threshold for Stockholders to Request a Record Date to Take Action by Written Consent	8097
Stockholder Proposal		80
Our Board Recommends a Vote AGAINST this Proposal	81
Stock Ownership Information		82
Security Ownership of Certain Beneficial Owners and Management		8297
Delinquent Section 16(a) Reports	98
Other Information	99
Householding of Proxy Materials	99
Other Legal Matters	99
Questions and Answers	100
Appendix A: Gilead Sciences, Inc. Employee Stock Purchase Plan	A-1
Appendix B: Gilead Sciences, Inc. International Employee Stock Purchase Plan	B-1
Details for the Gilead Sciences, Inc. 2023 Annual Meeting of Stockholders

 

Other Information4	84

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Overview

2022 Business Highlights

Executing Our Corporate Strategy

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

Sustaining Our Leadership in Virology

Innovation and Strength in HIV

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

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

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

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

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

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

Playing a Vital Role in the COVID-19 Pandemic

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

Householding2023 Proxy Statement	5

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Overview

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

Accelerating and Delivering in Oncology

Growing Oncology Portfolio

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

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

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

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

	84Yescarta is the first FDA-approved CAR T-cell therapy for the initial treatment of adult patients with relapsed or refractory LBCL.
	Yescarta is the first CAR T-cell therapy approved for adult patients in Europe who do not respond to first-line treatment for diffuse LBCL and high-grade B-cell lymphoma.
	Tecartus received approval in Europe for the treatment of adult patients with relapsed or refractory B-cell precursor ALL.

Expanding and Advancing Our Oncology Pipeline

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

Notable pipeline highlights in 2022 include:

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

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

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

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Overview

The acquisition of Tmunity Therapeutics, a company focused on next-generation CAR T-cell therapies and Answers

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Cautionary Note Regarding Forward-Looking Statementstechnologies, to complement Kite’s existing in-house cell therapy research capabilities; and
	The acquisition of all remaining rights to GS-1811, an anti-CCR8 antibody in development as a potential treatment for solid tumors, from Jounce Therapeutics, Inc.

Investing in the Future of Cell Therapy

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

Achieving Strong Financial Performance

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

Our total product revenue was $27.0 billion, which exceeded our initial guidance of $23.8 billion to $24.3 billion. Our total product revenue, excluding Veklury, was $23.1 billion, which represented a year-over-year increase of 8%.

This Proxy Statement contains “forward-looking statements” — that is, statements related

Through dividends and share repurchases, we returned over $5.1 billion to future events that by their nature address matters that are, to different degrees, uncertain. Risksour shareholders and uncertainties that may cause our actual future results to differ are set forth in the “Risk Factors” sectionrepaid $1.5 billion of and elsewhere in, our 2019 Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof, and Gilead undertakes no obligation to update any such statements.

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Overview

The Annual Meeting and this Proxy Statement provide an important opportunity for us to communicate with you about the achievements of the past year and our stewardship of Gilead. Your vote is important to us. As you consider your vote, we ask that you carefully review all of the the information in this Proxy Statement. Below is an overview of our business and a summary of key aspects of ourOur strong financial performance and corporate governance to assist in your review of the more detailed information contained elsewhere in this Proxy Statement.

2019 Business Highlights

Building the Foundation for Gilead’s Next Chapter

2019 was a pivotal year for Gilead with a strong focus on building the foundation for our next chapter of future growth.

New Chief Executive Officer

Daniel P. O’Day was appointed as our new Chief Executive Officer, effective March 1, 2019. Following his appointment, Mr. O’Day immediately focused his efforts on building on the strength of our core business resulted in one- and three-year total shareholder return of 24% and 14% respectively, as illustrated below.

TOTAL SHAREHOLDER RETURN

Prioritizing Human Capital Management

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

Advancing Inclusion and Diversity

We believe that a diverse and inclusive workforce fuels innovation and contributes directly to our success as a business. 2021 was the first year that we set annual and five-year inclusion and diversity goals, which focused on the representation of Black, Hispanic/Latino and female employees, to measure progress. In 2022, we achieved our one-year representation goals by maintaining more than 50% female global representation and exceeding our goal for Hispanic/Latino representation, though we fell slightly short on our Black representation goal. We will be prioritizing these areas in 2023, with a strong cash flows to position Gilead for continued success. Throughoutfocus on inclusion and the year, Mr. O’Day made several strategic decisions and changesoverall employee experience, in order to drive Gilead into our next chapter, including rolling out a new corporate strategy to drive future growththe hiring and assembling our current senior leadership team. He also oversaw our pursuitretention of strategic collaborations and investments and the continued development of our product pipeline.

New Corporate Strategy

In 2019, we developed and communicated our new corporate strategy to drive future growth and to create possibilities for patients through scientific breakthroughs and innovation. Our strategy includes (1) long-term ambitions that define what success looks like over the next decade and (2) strategic priorities that enable us to achieve those ambitions:

employees from underrepresented groups.

	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	Strengthen Portfolio Strategy and Decision-Making	Increase Patient Access and Benefit	Continue to Evolve Our Culture

Senior Leadership Team

During the course of the year, Mr. O’Day assembled a diverse, highly experienced leadership team composed of executives who have the right combination of financial, commercial, scientific and legal experience and expertise to drive us into the future and execute on our new strategy. Senior leadership changes in 2019 included the appointments of Andrew D. Dickinson, Executive Vice President and Chief Financial Officer; Jyoti K. Mehra, Executive Vice President, Human Resources; Johanna Mercier, Chief Commercial Officer; Merdad V. Parsey, M.D., Ph.D., Chief Medical Officer; and Christi L. Shaw, Chief Executive Officer of Kite.

Overview

Our Solid Performance in 2019

Strategic Collaborations and Investments

We continued to utilize our strong balance sheet to pursue tailored transactions that drive strategic value. In 2019, we executed 27 strategic collaborations and partnerships, including several equity investments, as summarized below:

We have the financial capability to continue supplementing our pipeline through strategic collaborations and partnerships consistent with our new corporate strategy, as evidenced by our recently announced agreement to acquire Forty Seven, Inc. (“Forty Seven”).

Product and Pipeline Developments

We continued to advance our product pipeline across our therapeutic areas with the goal of delivering best-in-class drugs that have the potential to improve the lives of patients with serious illnesses. At the end of 2019, we had 40 clinical stage programs, with 14 programs in registrational or label-enabling studies and four programs with Breakthrough Therapy designation from U.S. Food and Drug Administration (“FDA”).

In addition:

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Overview

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

	Fostering partnerships with HBCUs and Hispanic-Serving Institutions to expand the diverse talent pipeline and to create opportunities for regulatory approvalengagement and health equity
	Supporting participation in the United States and Europe for the treatment of relapsed or refractory mantle cell lymphoma.If approved, Kite will be the first company with two cell therapies on the market. Data shared at the end of 2019 continued to demonstrate the efficacy of Yescarta®, showing that approximatelyour six employee resource groups, which now involve more than half of patients treated with Yescarta for refractory large B-cell lymphoma were still alive three years following treatment in the ZUMA-1 study. In additionour employees
	Exceeding diverse supplier and Black-owned supplier spend targets by 119% and 129%, respectively
	Launching multiple initiatives to cell therapy, we continued to growsupport our research portfolio across complementary immuno-oncology platforms, which we expect to be further strengthened by our recently announced proposed acquisition of Forty Seven.inclusion and diversity goals

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

Employee Engagement

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

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Overview

Financial Performance and Shareholder Return

Since 2000, excluding our HCV business, our HIV and other businesses have grown at a compound annual growth rateTable of approximately 30% as measured by total product sales. While the unique dynamics created by the curative nature of our HCV products have impacted our five-year total shareholder return (“TSR”), these results should not overshadow the significant and consistent growth we experienced in our core HIV business since inception.Contents

Overview

In 2013, we launched our first HCV cure product, which was a significant improvement over the then standard of care for HCV treatment. As a result, our results were positively impacted by a one-time market opportunity as a significant number of “warehoused” patients whose treatment had been delayed sought therapy, contributing to our substantial HCV product sales in 2014 and 2015. Our HCV product sales peaked in 2015, resulting in nearly a tripling of our total product sales that year compared to 2013.

Once the initial group of patients was treated and as competitive HCV therapies entered the market, our HCV product sales rapidly declined. Our HCV product sales continued to decline in 2019 by 20%, compared to 2018, as we expected.

The following chart illustrates the impact of these HCV product dynamics on our total product sales and stock price and the performance of our core HIV and other non-HCV products since inception:

HIV and Non-HCV Product Sales Continued to Grow Over Time while HCV Product Sales Peaked in 2015

The impact of our HCV products on our total product sales and stock price over the last five years has also impacted our TSR as shown in the charts below.

Total Shareholder Return⁽¹⁾

Overview

Despite the expected decline in our HCV product sales, we achieved total product sales of $22.1 billion in 2019, compared to $21.7 billion in 2018, primarily due to higher sales of our HIV products. We achieved HIV product sales of $16.4 billion in 2019, an increase of 12% from 2018, reaching an all-time high, despite the loss of exclusivity for tenofovir disoproxil fumarate (“TDF”), a backbone component of our earlier HIV treatment products, in the United States, the European Union and certain other markets. The growth in our HIV product sales in 2019 was driven by higher demand and a shift in product mix toward Biktarvy, a tenofovir alafenamide (“TAF”)-based product, and the increase in the number of individuals taking our products for pre-exposure prophylaxis (“PrEP”). At the end of 2019, Biktarvy was available in most major markets and, in the United States, approximately 27% of individuals on PrEP were receiving Descovy^®, a TAF-based product. Looking ahead, we expect underlying growth in our core HIV business in 2020 as we see the continued uptake of our TAF-based products, including Biktarvy and Descovy for PrEP, which is expected to offset the entry of a generic version of Truvada^®, a TDF-based product, in the United States in late 2020.

We announced increases to our quarterly dividend in 2019 and again in early 2020, which underscore our confidence in the strength of our business and future cash flows.

Environmental, Social and Governance (“ESG”) AchievementsProgram

Our Commitment

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

Our Governance Structure

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

ESG Materiality Assessment

In 2020, we have builtcompleted a corporate social responsibility programmateriality assessment that supports patients, society,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 planetbackbone to how we report on our existing efforts and the progress we are making toward our business. goals.

2022 ESG-Related Milestones and Achievements

For more information about our corporate social responsibilityESG program and our ESG highlights for 2019,achievements in 2022, we encourage you to read our 2019 Year in Review,2022 ESG Report, which will be available for download at www.gilead.com in early May 2020.April 2023.

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Overview

Corporate Governance Highlights

We are committed to strong corporate governance structures and practices that reflect our commitment to integrity and excellence in conducting our business and that are designed to drive Board effectiveness in exercising its oversight role. The governing framework within which our Board fulfills its responsibilities, together with the associated governance documents, is available at http://www.gilead.com on the Investors page under “Corporate Governance.” Our Board regularly reviews these materials in light of legal and regulatory requirements, evolving best practices and other developments.

Our Board values the feedback we receive from our stockholders regarding corporate governance and other matters, and we have a history of being responsive to stockholders. Our Board has adopted corporate governance structures and practices that are both responsive and create accountability to our stockholders, as summarized in the table below.

	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   Commitment to Board Diversity   Annual Corporate Responsibility Report		Stockholder Right to Call Special Meetings   Stockholder Right to Act By Written Consent   NEW    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 Ongoing Board Refreshment

	What We Do Not Do
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Proxy Voting Roadmap

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

PROPOSAL	No “Poison Pill”
1		Election of Directors
See page 14		The Board recommends a vote FOR each director nominee.

Kevin E. Lofton*

Jacqueline K. Barton, Ph.D.

Jeffrey A. Bluestone, Ph.D.

Sandra J. Horning, M.D.

Kelly A. Kramer

Harish Manwani

Daniel P. O’Day**

Javier J. Rodriguez

Anthony Welters

* Lead Independent Director        ** Chairman and Chief Executive Officer

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

PROPOSAL		Ratification of the Selection of Independent Registered Public Accounting Firm
2
		No Supermajority Voting Provisions
		No Dual Class Stock Structure with Unequal Voting Rights
See page 41			The Board recommends a vote FOR this proposal.

2020 Proxy Statement

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Overview

Ongoing Board Refreshment

We believe Board refreshmentBased on an evaluation of Ernst & Young LLP’s independence and performance, our Audit Committee has determined that it is integralin the best interest of Gilead and its stockholders to effective corporate governance. We continue to review our Board’s composition and seekretain Ernst & Young LLP to balance continuity and fresh perspectives. Our Nominating and Corporate Governance Committee is responsible for identifying and recommending director candidates to our Board for nomination. Our Nominating and Corporate Governance Committee seeks to include diverse candidates in every director search.

We have taken a number of steps to refresh our Board since 2015, when some stockholders noted that many of our directors were long tenured. Five of our eight director nominees were appointed to our Board in the last four years:

2020In May 2020, John F. Cogan, Ph.D. (our current Lead Independent Director) and Gayle E. Wilson will retire from our Board.NewKevin E. Lofton, current member of our Board and retiring Chief Executive Officer of CommonSpirit Health, will become our new Lead Independent Director, effective May 2020. New We appointed Sandra J. Horning, M.D., retired Chief Medical Officer of Roche, Inc., to our Board, Nominating and Corporate Governance Committee and Scientific Committee. 2019In March 2019, John C. Martin, Ph.D., retired as Chairman and member of our Board.New We appointed Daniel P. O’Day, former Chief Executive Officer of Roche Pharmaceuticals,serve as our new Chairman and member of our Board in connection with his appointment as our Chief Executive Officer. 2018Two of our directors retired from our Board.New We appointed Jacqueline K. Barton, Ph.D., Professor of Chemistry atindependent registered public accounting firm for the California Institute of Technology, to our Board and Scientific Committee. New We appointed Harish Manwani, retired Chief Operating Officer of Unilever, to our Board and Compensation Committee. 2017One of our directors retired from our Board.2016Two of our directors retired from our Board.New We appointed Kelly A. Kramer, Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., to our Board and Audit Committee. New We appointed John F. Milligan, Ph.D. to our Board in connection with his appointment as our Chief Executive Officer. Dr. Milligan stepped down as Chief Executive Officer and member of our Board at the end of 2018.fiscal year ending December 31, 2023.

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Overview

Stockholder Outreach and Engagement

We believe that strong corporate governance includes 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 robust stockholder engagement program, our senior management team addresses a variety of topics through regular contact with investors, including in quarterly earnings calls, investor and industry conferences, analyst meetings and individual discussions with stockholders.

We Have a Year-Round Stockholder Engagement Program

Conduct meetings between our largest stockholders and our management, with strategic director participation. Share the feedback with the Board for discussion and consideration.
Incorporate feedback from investor meetings into annual meeting planning and enhance governance practices and disclosures when warranted. Review stockholder proposals and determine any next steps.
Review annual meeting results and determine any next steps, including engagement priorities.
Conduct investor meetings in advance of the annual meeting to answer questions and obtain stockholder feedback on proxy matters.

During the fall of 2019, we contacted stockholders representing approximately 51% of our outstanding shares, compared to 38% the prior year, to gain valuable insights on the issues that matter most to our stockholders. Of those that we contacted, we met with stockholders representing approximately 41% of our outstanding shares and the two largest proxy advisor firms. During these meetings, we discussed a range of topics, including company strategy and performance, corporate governance, executive compensation, corporate social responsibility and other current and emerging topics. A key topic at the time was the senior leadership transition, including the one-time make-whole compensation awards provided to our new executives in connection with their recruitment to Gilead. Our Lead Independent Director met with stockholders representing approximately 27% of our outstanding shares and the two largest proxy advisors and answered questions about the transition. We gained constructive feedback from our stockholders during these engagements, which was shared with our Board and management.

Overview

Our Board is Responsive to Stockholder Feedback

We received stockholder feedback over the past year in the following areas:10

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Overview

Executive Compensation Highlights

Given the senior leadership changes as described above, 2019 was an atypical year from a compensation perspective. In addition to ongoing annual pay elements, some of our Named Executive Officers received one-time new hire and promotion awards while certain outgoing executives received termination payments and equity vesting required by pre-existing arrangements.

CEO Transition-Related Compensation

Mr. O’Day’s 2019 compensation, including ongoing pay elements and new hire pay, reflects our pay-for-performance compensation philosophy and the Board’s measured approach to transition-related pay elements.

Alignment of Pay and Performance

Annual Bonus.Our annual bonus plan is contingent upon performance in a number of pre-established categories that include granular pipeline and product objectives, in addition to near-term financial criteria and organizational goals.Our CEO’s bonus is tied entirely to corporate objectives.

Long-Term Incentives (“LTI”).Our long-term incentives, awarded in the form of performance shares, stock options and restricted stock units, align executives’ compensation directly with revenue and TSR performance. The realized value of equity granted to our Named Executive Officers over the past four years reflects the strong alignment of our incentive programs with performance.

To illustrate the alignment of our annual compensation program with stockholder value, the following table compares the average 2017 LTI target value to the average actual LTI payout for our Named Executive Officers who received a 2017 award and shows that only 37% of the target value was delivered.

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Proxy Statement for the 20202023 Annual Meeting of Stockholders on May 6, 20203, 2023

GILEAD SCIENCES, INC.

333 Lakeside Drive

Foster City, California 94404

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Gilead Sciences, Inc., a Delaware corporation (“Gilead,” “we,” “our” or “us”), of proxies to be voted at our 20202023 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday, May 6, 20203, 2023 at 10:00 a.m., Pacific Daylight Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/GILD2023. We have designed the Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California 94030.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.

WeOn or about March 23, 2023, we first mailed or made available this Proxy Statement and the accompanying proxy card on or about March 24, 2020 to all stockholders entitled to vote at the Annual Meeting.

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Corporate Governance

Proposal 1

Election of Directors

PROPOSAL 1

There are eightnine 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 who is elected 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 other than Sandra J. Horning, M.D., was previously elected by the stockholders at the 20192022 annual meeting of stockholders. Dr. Horning was recommended for consideration to our Nominating and Corporate Governance Committee by a third-party search firm and joined the Board in January 2020. John F. Cogan, Ph.D., and Gayle E. Wilson are retiring effective at the Annual Meeting, and our Board size will be reduced from ten to eight members effective at the Annual Meeting. Shares represented by executed proxies will be voted for or against the election of the eightnine nominees named below. In the event that any nominee should beis unable or for good cause, 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 applicable laws and regulations of the SEC, the listing rules of Nasdaq and our Board Guidelines, as determined affirmatively by our Board.Guidelines.

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

JACQUELINE K. BARTON, PH.D. JEFFREY A. BLUESTONE, PH.D. Jacqueline K. Barton, Ph.D. SandraSANDRA J. Horning,HORNING, M.D. Kelly A. Kramer Kevin E. Lofton Harish Manwani Daniel P. O’Day Richard J. Whitley, M.D. Per Wold-Olsen

KELLY A. KRAMER KEVIN E. LOFTON HARISH MANWANI

DANIEL P. O’DAY JAVIER J. RODRIGUEZ ANTHONY WELTERS

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The Gilead Board of Directors

Board Overview

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Corporate Governance

Director Skills, Experience and Background

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

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

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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, 68 Lead Independent Director Retired Chief Executive Officer, CommonSpirit Health

Yes

2009

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

Yes

2018

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

Yes

2020

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

Yes

2020

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

Yes

2016

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

Yes

2018

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

No

2019

Javier J. Rodriguez, 52 Chief Executive Officer, DaVita

Yes

2020

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

Yes

2020

SKILLS AND EXPERIENCE

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

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Corporate Governance

BACKGROUND

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

BOARD DIVERSITY MATRIX

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

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

1.2 Average Number of Other Public Directorships (Currently Held)

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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. Diversity is an important attribute of a well-functioning board. Our Nominating and Corporate Governance Committee advises our Board on matters of diversity, including race, gender, culture, thought and geography, and nominates director candidates that will enhance the Board’s mix of viewpoints, backgrounds, skills, experience and expertise. Our Nominating and Corporate Governance Committee seeks to include diverse candidates in any director search and specifically requests diverse candidates from our third-party search firm. In addition to the traditional candidate pool of corporate directors and officers, the committee also considers qualified candidates from a broad array of organizations, including academic institutions, privately held businesses, nonprofit organizations and trade associations. In 2017, our Board amended the Nominating and Corporate Governance Committee Charter to formalize our Board’s commitment to diversity. 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;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. Our Nominating and Corporate Governance Committee reviews all candidates in the same manner regardless of the source of the recommendation.

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’s evaluation process for director nominees does not vary based on whether a candidate is recommended by a stockholder orCommittee reviews all candidates in the Board. 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 theother than under our proxy materials,access bylaw, as described under question 1517 in “Questions and Answers.”

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Corporate Governance

Director Skills and Experience

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.

Listed below are the skills and experience that we consider important for our directors in light of our business and structure that will contribute to the overall effectiveness and diversity of our Board.

	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	Current or recently retired (within 5 years) Chief Financial Officer or Senior Audit Leader (region/   practice lead at a Big 4 accounting firm)
		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, inflammation, 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
		Environment, 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 Social 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)

20202023 Proxy Statement

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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,65

Lead Independent Director

(effective May 2020)

Yes

2009

l

l

l

l

l

l

l

Retiring Chief Executive Officer,

CommonSpirit Health

Jacqueline K. Barton, Ph.D.,67

Professor of Chemistry, California

Yes

2018

l

l

l

l

Institute of Technology

Sandra J. Horning, M.D.,71

Retired Chief Medical Officer,

Yes

2020

l

l

l

l

Roche, Inc.

Kelly A. Kramer,52

Executive Vice President and

Chief Financial Officer,

Yes

2016

l

l

l

l

Cisco Systems, Inc.

Harish Manwani,66

Retired Chief Operating Officer,

Yes

2018

l

l

l

l

l

Unilever

Daniel P. O’Day,55

Chairman of the Board

Chief Executive Officer,

No

2019

l

l

l

l

l

l

l

Gilead Sciences, Inc.

Richard J. Whitley, M.D.,74

Professor of Medicine, University of

Yes

2008

l

l

Alabama at Birmingham

Per Wold-Olsen,72

Retired President, Merck & Co., Inc.,

Yes

2010

l

l

l

l

l

l

Human Health Intercontinental Division

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		Environment, Social   and Governance
	Human Capital Management

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Corporate GovernanceNominees

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 eightnine director nominees described below. The names of the nominees and certain information about them as of March 24, 2020,23, 2023, as well as the relevant skills and experience of the director nominees that led our Nominating and Corporate Governance Committee to conclude that the nominee should serve as a director ofon our Board, are set forth below:

Age: 68 Director since: 2009 Committees: Audit, Compensation and Talent (Chair), Nominating and Corporate Governance
Lead Independent Director NEW  (effective May 2020) Age:65 Director Since:2009 Committees: Audit, Compensation Effective May 2020: Nominating and Corporate Governance (Chair)	Kevin E. Lofton Lead Independent Director Mr. Lofton isjoined our Board in 2009 and was appointed Lead Independent Director in May 2020. In June 2020, Mr. Lofton retired as the Chief Executive Officer (CEO) of Common Spirit Health (CSH), a $30 billion system of hospitals and other care centers in 21 states that resulted from the merger of Catholic Health Initiatives (CHI) and Dignity Health. Mr. Lofton plans to retire from this role on June 30, 2020. Prior to leading CSH, he served as the CEO of CHI from 2003 to 2019. Mr. Lofton also served as CEO of two university hospitals, the UAB Hospital and Howard University Hospital. In 2014,2016, he received an honorary Doctor of Humanities in Medicine degree from the Baylor College of Medicine, and in 2014, he received the Healthcare Financial Management Association’s Richard L. Clarke Board of Directors Award. He is recognized for his extensive work in the area of heath care management, eliminating health disparities and creating healthier communities. Mr. Lofton was the chairman of the board of the American Hospital Association in 2007.2007, and received their Distinguished Service Award in 2021. He alsocurrently serves on the board of directors of Medtronic plc, and previously served on the board of directors of Rite Aid Corporation. Corporation from 2013 to 2022. Relevant Skills and Experience: Significant leadership experience in the healthcare industry, including serving as chief executive officer of multiple organizations. Expertise and knowledge in health systems management and patient care. Demonstrated commitment to improving access to medical services, particularly for the underserved. Breadth of knowledge about Gilead’s business. Other Public Company Board Service:   Medtronic plc

Age: 70 Director since: 2018 Committees: Compensation and Talent, Science
Independent Age:67 Director Since:2018 Committees:Scientific Effective May 2020: Compensation	Jacqueline K. Barton, Ph.D. Independent Dr. Barton joined our Board in January 2018. Dr. Barton is the John G. Kirkwood and Arthur A. Noyes Professor of Chemistry Emerita in the Division of Chemistry and Chemical Engineering at the California Institute of Technology, where she has beenwas a member of the faculty for nearlymore than 30 years and served as the Norman Davidson Leadership Chair of the division from 2009 to 2019. She is a member of the board of directors of Dow Inc., and 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. and the board of directors of The Dow Chemical Company. Dr. Barton also founded and served on the board of directors of GeneOhm Sciences Inc., a molecular diagnostics company acquired by Becton, Dickinson and Company, and was a member of Gilead’s Scientific Advisory Board from 1989 to 2007. She is a member of the National Academy of Sciences, the National Academy of Medicine and the American Philosophical Society. In 2011,2021, 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 inthe 2015 she received the Priestley Medal, the highest award of the American Chemical Society. Relevant Skills and Experience: Extensive experience in the fields of 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 in foundingas a founder and leadingleader of a molecular diagnostics company. Other Public Company Board Service:

  None

2020 Proxy Statement

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Corporate Governance

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Age: 69 Director since: 2020 Committees: Science

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

Independent NEW  Age:71 74 Director Since:since: 2020 Committees: Nominating and Corporate Governance, Scientific 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 previously served on the board of directors of Foundation Medicine.Medicine from 2015 to 2018. She currently serves as an advisor to EQRx. 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: 55 Director since: 2016 Committees: Audit (Chair), Compensation and Talent
Independent Age:52 Director Since:2016 Committee:Audit (Chair)			Kelly A. Kramer Independent Ms. Kramer has beenjoined our Board in August 2016. Ms. Kramer was Executive Vice President and Chief Financial Officer of Cisco Systems, Inc., a worldwide technology leader, since 2015.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 is a member ofcurrently serves on the board of directors of the Silicon Valley chapter of City Year, a non-profit organization that provides educational support for at-risk students in high-poverty communities. 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:

20Snowflake Inc.

Coinbase, Inc.

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