In May 2004, our stockholders approved and we adopted the Gilead Sciences, Inc. 2004 Equity Incentive Plan (as amended, the “2004 Plan”). As part of our acquisition of Forty Seven in 2020, we assumed the Forty Seven, Inc. 2018 Equity Incentive Plan, which we subsequently amended and restated as the Gilead Sciences, Inc. 2018 Equity Incentive Plan (as amended and restated, the “2018 Plan”). As part of the Immunomedics acquisition, we assumed the Immunomedics Amended and Restated 2014 Long-Term Incentive Plan, which we subsequently merged into the 2004 Plan.

In May 2022, our stockholders approved and we adopted the Gilead Sciences, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan authorized the issuance of a total of 132 million shares of common stock. No awards may be granted under the 2004 Plan or the 2018 Plan since the approval of the 2022 Plan.

These are broad-based incentive plans that provide for the grant of equity-based awards, including RSUs, PSUs, stock options and other restricted stock and performance awards, to employees, directors and consultants. As of December 31, 2022, a total of 101 million shares remain available for future grant under the 2022 Plan.

We grant time-based RSUs to certain employees as part of our annual employee equity compensation review program as well as to new hire employees and to non-employee members of our Board. RSUs are share-based awards that entitle the holder to receive freely tradable shares of our common stock upon vesting. RSUs generally vest over three or four years from the date of grant.

We grant PSUs that vest upon the achievement of specified market or performance goals, which could include achieving a total shareholder return compared to a pre-determined peer group or achieving revenue targets. The actual number of common shares ultimately issued is calculated by multiplying the number of PSUs by a payout percentage ranging from 0% to 200%, and these awards generally vest only when a committee (or subcommittee) of our Board has determined that the specified market and performance goals have been achieved.

Option grants are designated as either non-statutory or incentive stock options. The exercise price of stock options may not be less than the fair market value of our common stock on the grant date and no stock option may have a term in excess of 10 years. Employee stock options generally vest over three or four years. Stock options may be settled in cash or in shares of our common stock, including a net issuance using shares otherwise purchasable under the option to pay the exercise price.

Under our ESPP, employees can purchase shares of our common stock based on a percentage of their compensation subject to certain limits. The purchase price per share is equal to the lower of 85% of the fair market value of our common stock on the offering date or the purchase date. The ESPP offers a six-month look-back feature. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. A total of 79 million shares of common stock have been authorized for issuance under the ESPP, and there were 3 million shares available for issuance under the ESPP as of December 31, 2022.

The following tables summarize total stock-based compensation expense included on our Consolidated Statements of Income as broken down by award type and by expense type:


	Year Ended December 31,
(in millions)	2022		2021		2020
RSUs	$	557	$	558	$	546
PSUs	25		17		25
Stock options	28		29		44
ESPP	26		31		28
Acquisition-related expense(1)	8		—		433
Stock-based compensation expense included in total costs and expenses	$	645	$	635	$	1,076

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(1) Accelerated post-acquisition stock-based compensation expense of $8 million related to the MiroBio acquisition in 2022, and $289 million and $144 million related to the acquisitions of Immunomedics and Forty Seven, respectively, in 2020.


	Year Ended December 31,
(in millions)	2022		2021		2020
Cost of goods sold	$	46	$	40	$	109
Research and development expenses	285		287		462
Selling, general and administrative expenses	313		308		505
Stock-based compensation expense included in total costs and expenses	645		635		1,076
Income tax effect	(91)		(100)		(222)
Stock-based compensation expense, net of tax	$	553	$	535	$	854


	RSUs
(in millions, except per share amounts)	Shares	Weighted- Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2021	20.9	$	67.48
Granted	13.7	$	60.36
Vested	(8.9)	$	67.63
Forfeited	(2.2)	$	63.76
Outstanding as of December 31, 2022	23.6	$	63.62


	Year Ended December 31,
(in millions, except per share amounts)	2022		2021		2020
Weighted-average grant date fair value of RSUs granted	$	60.36	$	65.42	$	70.94
Total fair value of RSUs as of the respective vesting dates	$	554	$	463	$	444

As of December 31, 2022, there was $948 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.3 years.


	PSUs
(in millions, except per share amounts)	Shares	Weighted- Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2021	0.7	$	79.13
Granted	0.6	$	60.04
Vested	(0.2)	$	68.24
Forfeited	(0.1)	$	59.04
Outstanding as of December 31, 2022	1.0	$	64.28


	Year Ended December 31,
(in millions, except per share amounts)	2022		2021		2020
Weighted-average grant date fair value of PSUs granted	$	60.04	$	71.31	$	83.64
Total fair value of PSUs as of the respective vesting dates	$	14	$	8	$	15

As of December 31, 2022, there was $29 million of unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted-average period of 1.4 years.


	Shares (in millions)	Weighted- Average Exercise Price (in dollars)		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)(1)
Outstanding as of December 31, 2021	16.8	$	70.60
Granted	4.1	$	58.59
Forfeited	(0.6)	$	62.84
Expired	(2.5)	$	82.37
Exercised	(3.5)	$	61.11
Outstanding as of December 31, 2022	14.4	$	67.69	6.61	$	271
Exercisable as of December 31, 2022	7.9	$	72.32	5.00	$	115
Expected to vest, net of estimated forfeitures as of December 31, 2022	6.2	$	62.16	8.55	$	146

(1) Aggregate intrinsic value represents the value of our closing stock price on the last trading day of the year in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable.


	Year Ended December 31,
(in millions, except per share amounts)	2022		2021		2020
Weighted-average grant date fair value of stock options granted	$	9.08	$	10.05	$	11.69
Total intrinsic value of options exercised	$	59	$	48	$	179

We used the following weighted-average assumptions in the Black-Scholes model to calculate the estimated fair value of the stock option awards:


	Year Ended December 31,
(in millions)	2022		2021		2020
Expected volatility	27	%	29	%	29	%
Expected terms in years	5		5		5
Risk-free interest rate	1.9	%	0.8	%	0.8	%
Expected dividend yield	4.3	%	4.4	%	4.0	%

As of December 31, 2022, there was $48 million of unrecognized compensation cost related to stock options, which is expected to be recognized over an estimated weighted-average period of 2.4 years.


	Year Ended December 31,
(in millions, except per share amounts)	2022		2021		2020
Shares issued	2		2		2
Amount paid by employees for shares	$	103	$	111	$	100
Weighted-average grant date fair value of ESPP shares granted	$	13.40	$	14.58	$	15.09
Total fair value of ESPP shares as of the respective vesting dates	$	21	$	23	$	24

We used the following weighted-average assumptions in the Black-Scholes model to calculate the estimated fair value of the ESPP awards:


	Year Ended December 31,
	2022		2021		2020
Expected volatility	23	%	25	%	28	%
Expected terms in years	0.5		0.5		0.5
Risk-free interest rate	1.8	%	0.1	%	0.6	%
Expected dividend yield	4.5	%	4.4	%	4.0	%

We maintain a retirement saving plan under which eligible U.S. employees may defer compensation for income tax purposes under Section 401(k) of the Internal Revenue Code (the “Gilead Sciences 401k Plan”). In certain foreign subsidiaries, we maintain defined benefit plans as required by local regulatory requirements. Our total matching contribution expense under the Gilead Sciences 401k Plan and other defined benefit plans was $176 million, $166 million and $144 million during 2022, 2021 and 2020, respectively.

We maintain a deferred compensation plan under which our directors and key employees may defer compensation. Amounts deferred by participants are deposited into a rabbi trust. The total assets and liabilities associated with the deferred compensation plan were $220 million and $261 million as of December 31, 2022 and 2021, respectively.