DEF 14A of Arrowhead Pharmaceuticals, Inc., Jan 27, 2026

DEF 14A of Arrowhead Pharmaceuticals, Inc.

Filed Jan 27, 2026 · FY20250000879407-26-000019

Open on EDGAR

  1. Proposal One — Election of Directors

    Proposal One — Election of Directors The Board has nominated the following seven persons as directors to serve until the 2027 Annual Meeting or until their successors have been duly elected and qualified. Each of the nominees is currently a director of Arrowhead and was elected most recently by stockholders at the 2025 Annual Meeting. None of the nominees has a familial relationship with any other nominee or any executive officer of the Company. Douglas Ingram, a current director, is not standing for re-election and will retire from the Board at the annual meeting, at which point the size of the Board will be reduced to seven directors. Mr. Ingram’s departure is not the result of any disagreement with the Company, the Board or the management team. The Board thanks Mr. Ingram for his contributions to the Company. The nominees receiving more “FOR” votes than “AGAINST” votes at the Annual Meeting will be elected. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the nominees named below. Under Delaware law, a director not receiving a majority of votes cast in an uncontested election could continue to serve as a “holdover director” until the director resigns or is replaced. Under the Company’s director resignation policy, each director is expected to submit an advance, contingent irrevocable resignation that the Board may accept if stockholders to not re-elect that director. In that event, the Board will then decide whether to accept or reject the resignation, or whether other action is required. The table below sets forth, with respect to each nominee for election, the nominee’s age, current position with Arrowhead and biographical and other information, including the primary skills and experiences considered by our Nomination Committee in determining to recommend them as nominees. The director nominees have indicated that they are willing and able to serve as directors. However, if any of the director nominees becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board. Nominees for Election as Directors. The Board unanimously adopted a resolution proposing the nominees set forth below for election as directors of the Company to serve until the 2027 Annual Meeting.

  2. Proposal One — Election of Directors

    | | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW. |

  3. Proposal One — Election of Directors

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  4. Proposal One — Election of Directors

    | Christopher Anzalone, PhD Chief Executive Officer, President, Director & Board Chair | | | Age: 56 Director since: 2007 | Experience & Expertise Dr. Anzalone has been President, Chief Executive Officer and Director of the Company since December 1, 2007 and has led the Company’s business and technical development since then. Prior to joining Arrowhead, Dr. Anzalone formed and served as CEO of the Benet Group LLC, a private equity firm focused on creating and building new nano-biotechnology companies from university-generated science. Before his tenure at the Benet Group, from 1999 to 2003, he was a partner at the Washington, DC-based private equity firm Galway Partners, LLC, where he was responsible for sourcing, structuring and building new business ventures. Dr. Anzalone holds a Ph.D in Biology from UCLA and a B.A. in Government from Lawrence University. | | | Qualifications Dr. Anzalone’s qualifications to serve on the Board include his deep understanding of the business through his role as Chief Executive Officer; in addition, Dr. Anzalone has extensive experience in business development, biotechnology, drug development, company-building and venture capital. |

  5. Proposal One — Election of Directors

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  6. Proposal One — Election of Directors

    | Mauro Ferrari, PhD Independent Director | | | Age: 66 Director since: 2010 Serves on: •Science Committee (Co-Chair) •Audit Committee •Nomination Committee | Experience & Expertise Dr. Ferrari has served as Affiliate Professor of Pharmaceutics at the University of Washington in Seattle, WA since 2019. He has also served as CEO and Chairman of the Board of BrYet US, Inc., a biotech company, since 2019. From 2010 to 2019, Dr. Ferrari served at the Houston Methodist Hospital in multiple roles, including: President and CEO of The Houston Methodist Hospital Research Institute (TMHRI), Executive Vice President of Houston Methodist Hospital, and Senior Associate Dean of Weill Cornell Medical College in New York. He also previously served as President of the European Research Council. Dr. Ferrari was formerly a Professor and chair of the Department of NanoMedicine and Biomedical Engineering at the University of Texas Health Science Center at Houston, Professor of Experimental Therapeutics at the MD Anderson Cancer Center, Adjunct Professor of Bioengineering at Rice University, and Adjunct Professor of Biomedical Engineering at the University of Texas in Austin. His previous academic appointments include tenured professorships at his graduate Alma Mater U.C. Berkeley and The Ohio State University. From 2003 to 2005, Dr. Ferrari served as Special Expert on Nanotechnology and Eminent Scholar at The National Cancer Institute. He previously served on the board of the University of St. Thomas in Houston. He has also served as CEO of DXT Therapeutics. Dr. Ferrari is an internationally recognized expert in innovative therapeutics, nanomedicine and biomedical engineering. For his work as a biomedical and pharmaceutical researcher, Dr Ferrari has received numerous recognitions such as induction into the National Academy of Inventors, the American Society of Medical and Biological Engineers, the American Association for the Advancement of Science, the European Academy of Sciences, and awards including the Founders Award of the Controlled Release Society, Blaise Pascal Medal of the European Academy of Sciences, the James Shannon Director's Award of the NIH, and the Coulter Award for Innovation and Entrepreneurship. He holds degrees from the University of Padova Italy (Dottore in Matematica), and the University of California, Berkeley (MS and PhD in Mechanical Engineering). He has studied Medicina at The Ohio State University (no degree), and completed executive education programs at Harvard Business School and the Wharton School of the University of Pennsylvania. He has received honorary degrees from the University of Naples "Federico II", (Biotechnology), the University of Palermo (Electrical Engineering) and the University of St Thomas in Houston (Letters). | | | Qualifications: Dr. Ferrari's qualifications to serve on the Board include his extensive training and experience in the fields of innovative therapeutics, nanotechnology, biotechnology and their biomedical applications. Dr. Ferrari has significant technical training, held several academic appointments, was author of over 500 published articles, was awarded over 30 issued patents and is the recipient of most prestigious academic awards in the biomedical sciences, nanomedicine and drug delivery technology. Additionally, Dr. Ferrari has extensive experience in developmental stage organizations having founded several startup companies. He also has experience supervising CFOs in several of his current and prior positions. |

  7. Proposal One — Election of Directors

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  8. Proposal One — Election of Directors

    | Hongbo Lu Independent Director | | | Age: 55 Director since: 2024 Serves on: •Science Committee •Nomination Committee •Compensation Committee Other Public Company Boards: •Terns Pharmaceuticals, Inc. •Zenas Biopharma Inc | Experience & Expertise Hongbo Lu, Ph.D. has served as a founding member of NEXTBio Capital, a biotech investment firm, since 2024. Dr. Lu has over 20 years of healthcare investment experience in both public securities and private companies, including her tenure as a Managing Partner of Vivo Capital, LLC, an investment firm, from 2020 to 2024, as a Managing Partner at Lilly Asia Ventures (LAV), a venture capital firm, from 2017 to 2020, and as a Managing Director at OrbiMed Advisors, an investment firm, from 2011 to 2016. Over her investment career, Dr. Lu served on the boards of over 20 healthcare companies, including Turning Point Therapeutics, Crown Biosciences, Avedro, BlossomHill, Createrna, Avistone, Echosens, and was extensively involved in the company formations of ADARx, Ribox, Visirna, Ablaze, Elpiscience, and Ronovo. She currently serves on the boards of Terns Pharmaceuticals (Nasdaq: TERN) and Zenas (Nasdaq: ZBIO). Dr. Lu started her Wall Street career as a biotechnology analyst at Piper Jaffray & Co. and prior to that, her scientific career in biotechnology startups in the Bay Area. Dr. Lu earned her Ph.D. in Bioengineering from the University of Washington, M.B.A. from the Haas School of Business at the University of California, Berkeley, and graduated with honors from Tsinghua University. | | | Qualifications: Dr. Lu’s qualifications to serve on the Board include her deep experience in international business and the pharmaceutical industry, her expertise with venture and capital markets, and her executive leadership experience. |

  9. Proposal One — Election of Directors

    | Adeoye Olukotun, MD, MPH Independent Director | | | Age: 81 Director since: 2020 Serves on: •Science Committee (Co-Chair) •Nomination Committee Other Public Company Boards: •Tonix Pharmaceuticals Holding Corp. | Experience & Expertise Dr. Olukotun is a Mayo Clinic trained cardiologist who has served as Chief Executive Officer of CR Strategies, LLC, which consults on clinical trial design and FDA strategy for pharmaceutical development, since 2001. Dr. Olukotun currently serves on the board of directors of Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP), a commercial-stage biopharmaceuticals company. He served as CEO of Epigen Pharmaceuticals, Inc., a discovery phase biotechnology company, from 2014 to 2017, and as Vice Board Chair of CardioVax, Inc., a clinical-stage biopharmaceutical company, from 2012 to 2016. He spent the first 20 years of his career in roles of increasing responsibility in clinical development, including multiple product approvals, at Pfizer, Bristol-Myers Squibb, and Mallinckrodt. He has over 35 years of experience in the pharmaceutical industry and has been instrumental in the approval and success of numerous cardiology and metabolic medicines, including the first daily beta blocker and the first approved ACE inhibitor, among others. Dr. Olukotun received his Medical Doctor degree from the Albert Einstein College of Medicine in New York, and a Masters in Public Health from Harvard University School of Public Health. | | | Qualifications Dr. Olukotun’s qualifications to serve on the Board include his extensive background in biopharmaceutical development, particularly in the cardiometabolic field, his scientific and public health expertise, and his board and executive leadership experience. |

  10. Proposal One — Election of Directors

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  11. Proposal One — Election of Directors

    | Michael S. Perry, DVM, Ph.D. Independent Director | | | Age: 66 Director since: 2011 Serves on: •Compensation Committee (Chair) •Audit Committee •Nomination Committee • Science Committee | Experience and Expertise Dr. Perry is currently a Venture Partner with Bioscience Managers, a global venture capital firm. Dr. Perry was Chief Executive Officer of Avita Medical, Inc., a regenerative medicine company based in Valencia, CA (Nasdaq: RCEL) from 2017 to 2022. From 2014 to 2017, he served as Chief Scientific Officer of Novartis' Cell and Gene Therapy Unit, and from 2012 to 2014 he served as Vice President and Global Head of Stem Cell Therapy for Novartis Pharmaceuticals Corp., the US affiliate of Switzerland-based Novartis AG, a global pharmaceutical company. Dr. Perry has also served as SVP and Global Head of R&D at Baxter Healthcare, and as President and as CEO of Cell & Gene Therapy at Novartis AG. Earlier in his career he served as VP Regulatory Affairs at Novartis Pharmaceuticals, Sandoz Pharmaceuticals, and Syntex Corporation. He also served as Director of Regulatory Affairs at Schering-Plough Corporation. Dr. Perry also served as a Venture Partner with Bay City Capital, LLC for eight years. Dr. Perry has previously served as a board member for the following companies: Ampliphi Bioscience Corp., Gamida Cell Ltd., Targeted Genetics, Inc., American Xeno, Inc., 7 Hills Pharma, BioTransplant, Inc., ltamar Biomedical Ltd., Systemix, Inc., Genetic Therapy, Inc., Extropy Pharmaceuticals, Inc., and Pharsight Corp. Dr. Perry served as Chair of the Compensation Committee at Ampliphi Bioscience Corp., Genetic Therapy Inc., and at Gamida Cell Ltd. He has also served as a member of the Audit Committee at several biotech companies and as Chairman or member of the Nomination Committee. Dr. Perry additionally served as board Chairman at American Xeno Inc., Extropy Pharmaceuticals Inc., and at 7 Hills Pharma, Inc. Dr. Perry holds an Honors Bachelor of Science in Physics and Engineering and a Ph.D. in Biomedical Pharmacology from the University of Guelph. He also holds a Doctor of Veterinary Medicine & Surgery from the Ontario Veterinary College and is a graduate of the International Advanced Management Program at Harvard Business School. Dr. Perry currently serves as Adjunct Professor at the Gates Center for Regenerative Medicine at the University of Colorado Anschutz Medical Campus and as Faculty at Houston Methodist and Chair of the Translational Medicine Advisory Board of the Houston Methodist Research Institute. | | | Qualifications Dr. Perry’s qualifications to serve on the board include his medical expertise and his extensive experience in preclinical and clinical drug development, including executive level leadership roles and directorships in several publicly held biotech companies. |

  12. Proposal One — Election of Directors

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  13. Proposal One — Election of Directors

    | Victoria Vakiener Independent Director | | | Age: 62 Director since: 2022 Serves on: •Nomination Committee (Chair) •Audit Committee | Experience & Expertise Ms. Vakiener served on the board of directors and chaired the nominating committee at Chimerix, Inc., a clinical-stage biopharmaceutical company, until its acquisition by Jazz Pharmaceuticals in April 2025. From November 2018 through September 2021, she served as Chief Commercial Officer of Epizyme, Inc., a commercial-stage biopharmaceutical company, where she built the commercial organization and launched TAZVERIK for two indications within six months. Prior to joining Epizyme, Ms. Vakiener was an executive at Johnson & Johnson, a pharmaceutical company, for more than 20 years where she held positions of leadership with increasing responsibility across the company's pharmaceutical and diagnostics businesses. Ms. Vakiener began her pharmaceutical career at Schering-Plough, where she spent nine years in both scientific and commercial roles. Ms. Vakiener received a B.S. in Biochemistry from Albright College. | | | Qualifications Ms. Vakiener's qualifications to serve on the board include her extensive experience in drug development and commercialization, including executive level leadership roles and directorships in publicly held biotech companies. |

  14. Proposal One — Election of Directors

    | William Waddill Lead Independent Director | | | Age: 68 Director since: 2018 Serves on: •Audit Committee (Chair) • Compensation Committee •Nomination Committee Other Public Company Boards: •Protagonist Therapeutics, Inc. • Annexon, Inc. | Experience & Expertise Mr. Waddill began his career over 35 years ago in commercial banking and public accounting and has been in the biotechnology industry for over 30 years. He currently serves on the boards of Protagonist Therapeutics (Nasdaq: PTGX), and Annexon, Inc. (Nasdaq: ANNX), both clinical-stage biopharmaceutical companies, and he previously served on the board of Turnstone Biologics. Mr. Waddill was Senior Vice President and CFO of Calithera Biosciences, from 2014 to 2016 and Senior Vice President and CFO at OncoMed Pharmaceuticals from 2007 to 2014, both of which were then-public biopharmaceutical companies. Prior to that, he served as the Senior Vice President and CFO of llypsa, Inc., a biotechnology company that was acquired in 2007 by Amgen, Inc. Before joining llypsa, he served as the founder and principal at Square One Finance, a financial consulting business. Mr. Waddill received a B.S. in accounting from the University of Illinois, Chicago, and certification as a public accountant (inactive) after working at PriceWaterhouseCoopers and Deloitte in Boston. | | | Qualifications Mr. Waddill’s qualifications to serve on the Board include his extensive background in the biopharma industry, his financial and audit expertise, executive leadership roles and experience as a director of other public companies. |

  15. Proposal One — Election of Directors

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  16. 2026 PROXY STATEMENT Director Compensation

    2026 PROXY STATEMENT Director Compensation

  17. Director Compensation

    Director Compensation Directors who are also employees of the Company receive no separate compensation from the Company for their service as members of the Board. For 2025, the Company maintained the structure of director compensation it adopted in 2019 to provide a base retainer for each director with higher base retainers for service by the Board Chair and committee leadership as well as an annual equity award of restricted stock units that vests one year from the date of grant or, in the case of a newly-appointed director, an initial equity award of restricted stock units that vests in three equal annual installments on each anniversary of the date of grant, subject, in each case, to continued service through the applicable vesting date. The average total compensation paid to the Company's non-executive directors for service in 2025 is at or below the 60th percentile of the total compensation paid to non-executive directors of its peer group as described later in this proxy statement. The Compensation Committee believes the structure aligns compensation according to the level of service contributions by each director. The fees payable to directors for service on the Board and for service on each committee of the Board on which the director serves are as follows:

  18. Director Compensation

    | Board of Directors: | 2025 Annual Retainer: | 2024 Annual Retainer: | | All non-employee directors | $80,000 | $80,000 | | Additional retainer for Lead Independent Director | $15,000 | $15,000 | | Audit Committee: | | | | Chairman | $5,000 | $5,000 | | Compensation Committee: | | | | Chairman | $10,000 | $5,000 | | Nomination Committee | | | | Chairman | $5,000 | $— |

  19. Director Compensation

    The following table sets forth the total compensation paid to our non-employee directors in fiscal 2025. Dr. Anzalone’s compensation is set forth in the discussion of Executive Compensation and in the Summary Compensation Table. He did not receive any additional compensation for his services as a director.

  20. Director Compensation

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | Total ($) | | Douglass Given (3) | $23,750 | $— | $23,750 | | Michael S. Perry | $87,500 | $340,684 | $428,184 | | Mauro Ferrari | $80,000 | $340,684 | $420,684 | | William Waddill | $97,500 | $340,684 | $438,184 | | Hongbo Lu | $80,000 | $340,684 | $420,684 | | Douglas Ingram (4)(5) | $60,000 | $786,350 | $846,350 | | Adeoye Olukotun | $80,000 | $340,684 | $420,684 | | Victoria Vakiener | $83,750 | $340,684 | $424,434 |

  21. Director Compensation

    (1)This column represents the total grant date fair value, computed in accordance with ASC 718, of RSUs granted during fiscal year 2025 to each director. The assumptions used to calculate the value of the stock underlying the RSU awards are set forth in Note 9 of the Notes to the Consolidated Financial Statements included with the Company’s Annual Report on Form 10-K. (2)The RSUs granted to non-employee directors vest one year from the date of grant, subject to continued service through the vesting date, with the exception of the RSUs granted to Mr. Ingram in connection with his appointment to the Board, which vest in three equal installments on each anniversary of the date of grant, subject to continued service through each such vesting date. (3)Douglass Given retired from the Board effective as of December 31, 2024. (4)Mr. Ingram joined the Board during fiscal year 2025 and his cash compensation was pro-rated for such fiscal year. (5)In connection with his appointment, Mr. Ingram received a sign-on grant of restricted stock units valued at $786,350.

  22. Director Compensation

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  23. 2026 PROXY STATEMENT Director Compensation

    2026 PROXY STATEMENT Director Compensation As of the last day of fiscal year 2025, the directors held the following outstanding restricted stock unit (“RSU”) grants in the aggregate: Douglass Given — 0; Michael S. Perry — 16,733; Mauro Ferrari —16,733; William Waddill — 16,733; Adeoye Olukotun — 16,733; Victoria Vakiener — 16,733; Hongbo Lu — 32,786; and Douglas Ingram —38,396. As of the last day of fiscal year 2025, the directors held the following outstanding option ("Options") grants in the aggregate: Douglass Given — 0; Michael S. Perry — 4,593; Mauro Ferrari — 4,593; William Waddill — 4,593; Adeoye Olukotun — 4,593; Victoria Vakiener — 4,593; Hongbo Lu — 0; and Douglas Ingram — 0.

  24. Executive Compensation Highlights

    We emphasize performance-based compensation that appropriately rewards our executive officers, including our NEOs, through two separate compensation elements: •First, we provide the opportunity to participate in our annual incentive compensation plan which provides cash payments if executive officers produce short-term financial, operational, and strategic results that meet or exceed the objectives set forth each year in our annual operating plan. •In addition, we grant equity awards as long-term incentive compensation. These require substantial performance and are themselves substantial awards, designed to drive our financial and operational performance and long-term growth. In the case of our CEO, these awards are heavily performance weighted, and in the case of our other executive officers, are either dependent on the future appreciation in value of our common stock or are subject to the risk of fluctuations in the value of our common stock and, therefore, are “at risk.” We believe that, ultimately, the creation of sustainable long-term stockholder value will depend on our ability to successfully bring to market the products we develop or our success in partnering with strategic collaborators to bring them to market. Consequently, the Compensation Committee strives to incentivize our executive officers to create that value through the discovery and development of a robust and attractive pipeline of drug candidates and subsequent commercialization of those products if and when approved by regulatory agencies (e.g. Redemplo (plozasiran), which was approved by FDA in November 2025, and by Health Canada and China National Medical Products Administration in January 2026. To achieve that end, our executive compensation program is designed to provide incentives that facilitate these efforts. Particularly for our CEO, the Compensation Committee has awarded a mix of time-based RSUs (approximately 30%) and performance share units (PRSUs) (approximately 70%). The Compensation Committee closely tracks the progress against these objectives and, in conjunction with the independent members of our Board, ensures the objectives are met using sound, ethical business practices before certifying performance achievement of the awards. To ensure that we remain faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years, and our total stockholder return over this period. Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:

  25. Executive Compensation Highlights

    | WHAT WE DO | WHAT WE DON’T DO | | ✓ Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors. ✓ Retain an Independent Compensation Advisor. The Compensation Committee engaged its own compensation advisor to provide information and analysis with its fiscal 2025 compensation review, and other advice on executive compensation independent of management. This consultant performed no consulting or other services for us in fiscal 2025. ✓ Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking. ✓ Compensation At-Risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on our performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders. ✓ CEO Annual Incentive Compensation Cap. Our CEO’s annual cash incentive compensation opportunity is capped at 200% of his base salary. ✓ Stock Ownership Policy. We maintain a stock ownership policy that requires our CEO and CFO to maintain a minimum ownership level of our common stock. ✓ Compensation Recovery (“Clawback”) Policy. We maintain a clawback policy to allow Arrowhead to recover incentive compensation from our executive officers, on a non-fault basis, in the event a financial restatement is required to correct any accounting errors made by any such executive officer. ✓ Conduct an Annual Stockholder Advisory Vote on NEO Compensation. We conduct an annual stockholder advisory vote on the compensation of our NEOs. ✓ Use a Pay-for-Performance Philosophy. The majority of our CEO’s compensation is directly linked to achievement of milestones to the benefit of all stakeholders; we also structure target total direct compensation opportunities with a significant long-term equity component, thereby making a substantial portion of our CEO’s and each additional executive officer’s target total direct compensation dependent upon our stock price and/or total stockholder return. ✓ “Double Trigger” Feature for Acceleration of CEO Equity Awards — The outstanding equity awards granted to our CEO provide that, upon a change in control of the Company, the vesting of such awards will accelerate only in the event of a subsequent involuntary termination of employment (a “double-trigger” arrangement). | ✘ No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees. ✘ No Special Welfare or Health Benefits. Our executive officers participate in broad-based Company-sponsored health and welfare benefits programs generally on the same basis as our other full-time, salaried employees. ✘ No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. ✘ No Hedging and Limit on Pledging of Our Equity Securities. We prohibit our employees, executive officers and the non-employee members of our Board from hedging our equity securities. Our board members and executive officers may pledge up to 75% of owned and vested shares with the approval of our Board. ✘ No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested RSU awards or PRSU awards. ✘ No Stock Option Re-pricing. Our employee stock plan does not permit options to purchase shares of our common stock to be repriced to a lower exercise or strike price without the approval of our stockholders. |

  26. Executive Compensation Program Design

    Executive Compensation Program Design Our practice is to combine a mixture of compensation elements that balance achievement of our short-term goals with our longer-term performance. Currently, our executive compensation program consists of three principal elements: •base salary; •an annual cash incentive compensation opportunity; and •long-term incentive compensation in the form of equity awards. We believe that cash compensation in the form of base salary and an annual incentive compensation opportunity provides our executive officers with short-term rewards for success in operations, and that long-term incentive compensation in the form of RSU and PRSU awards align the objectives of our executive officers with those of our stockholders with respect to long-term performance and success. The Compensation Committee takes into consideration, among other things, our financial and working capital condition when approving performance objectives and making compensation decisions for our executive officers. Since we seek to invest our cash prudently and until November 2025 did not have marketed products, overall target total direct compensation opportunities are weighted more heavily toward long-term incentive compensation in the form of equity awards. Thus, a significant portion of each executive officer’s target total direct compensation opportunity is “at risk,” and dependent on the increase in the value of our common stock. The Compensation Committee periodically reassesses the appropriate weighting of cash and equity compensation. In the case of long-term incentive compensation, typically the Compensation Committee designs these awards to vest, or be earned, over a multi-year period, meaning that long-term value creation, contrasted with short-term gain, presents the best opportunity for our executive officers to benefit from their awards. We do not maintain a specific policy on the percentage allocation between short-term and long-term incentive compensation elements.

  27. Governance of Executive Compensation Program

    including our NEOs, are consistent with our compensation philosophy, policies and objectives. The Compensation Committee reviews our executive compensation program annually on a calendar year basis, generally in December. The Compensation Committee draws on a number of resources to assist in the evaluation of the various elements of our executive compensation program including, but not limited to, feedback from our stockholders, input from our CEO, the advice of an external compensation consultant (as identified below) retained by the Compensation Committee, information provided in the public filings of industry peers and industry data compiled by AON, which represents a nationally-based assessment of executive compensation widely used within the pharmaceutical and biotechnology industry sectors. The Compensation Committee relies upon the judgment of its members in making compensation decisions. In addition, the Compensation Committee incorporates its members' judgment in the assessment process to respond to and adjust for the evolving business environment. The members of the Compensation Committee have extensive experience in executive management, as well as compensation practices and policies. Compensation-Setting Process The Compensation Committee develops recommendations for the target total direct compensation opportunities for our executive officers, including our NEOs. The Compensation Committee does not use a single method or measure in making its compensation decisions, nor does it ordinarily position compensation levels based upon a specific or target level relative to a compensation peer group or other companies. Nonetheless, the pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. Generally, the Compensation Committee evaluates the compensation of our executive officers relative to the median of the competitive market. However, as discussed hereafter, various other factors are taken into consideration in determining our executive officers’ compensation and the Compensation Committee does not target compensation at any specific level relative to the competitive market. When reviewing our current executive compensation arrangements and approving each compensation element and the target total direct compensation opportunity for our executive officers, the Compensation Committee considers the following factors: •Our performance against the financial and operational objectives established by the Compensation Committee and our Board; •Each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; •The scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; •The performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and work as part of a team, all of which reflect our core values; •The compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and •The recommendations provided by our CEO with respect to the compensation of our other executive officers. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable. Role of Chief Executive Officer In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations with respect to the compensation levels for individual executive officers other than himself based on his performance evaluation of each executive officer.

  28. Governance of Executive Compensation Program

    The Compensation Committee reviews and discusses these recommendations and proposals with our CEO and considers them as one factor in determining the compensation for our executive officers, including our other NEOs. Our CEO recuses himself from all discussions and recommendations regarding his own compensation. Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The Compensation Committee has the final authority to engage and terminate the engagement of any compensation consultant that it retains. Since October 2018, the Compensation Committee has engaged Compensia as its external compensation consultant. Compensia assisted the Compensation Committee in its review of executive officer and non-employee director compensation practices for fiscal 2025, including the competitiveness of compensation levels, executive compensation design, comparisons with our industry peers, and other technical considerations. Such assistance included: •Reviewing and updating our compensation peer group; •Reviewing and analyzing the compensation arrangements for our executive officers, including our NEOs; •Reviewing and analyzing the compensation arrangements for the non-employee members of our Board; •Reviewing and updating of the Compensation Discussion and Analysis section of our proxy statement for our 2026 Annual Meeting of Stockholders; and •Supporting on other ad hoc matters. The terms of Compensia’s engagement include reporting directly to the Compensation Committee and to the Compensation Committee Chair. In fiscal 2025, Compensia did not provide any services to us other than those described above. The Compensation Committee has evaluated Compensia’s independence pursuant to the listing standards of Nasdaq and the relevant SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Compensia. Competitive Positioning Each year, the Compensation Committee directs its external compensation consultant to conduct a comparative study and report on compensation levels and practices relative to industry peers, including a competitive assessment of our executive compensation program as compared to the market data for base salaries, target total cash compensation, long-term incentive compensation and target total direct compensation. Typically, the findings of this study are presented to the Compensation Committee by the compensation consultant in conjunction with the Compensation Committee’s annual review of our executive compensation program. Because the biotechnology sector is dynamic, the comparator group used by the Compensation Committee to assess the competitive positioning of the compensation of our executive officers is updated annually to ensure that peer companies continue to meet the established criteria. For purposes of its review of our executive compensation program in fiscal 2025, the Compensation Committee directed Compensia to update the compensation peer group reflecting the competitive market for executive talent based on the following criteria: •Publicly-held, U.S. biotechnology/pharmaceutical companies; •Companies with lead assets that are in late clinical stage (Phase III) through early commercialization stage (less than $1 billion in revenue); and •Companies with market capitalizations between 0.25x to 4.0x our market capitalization at the time of the peer selection. The compensation peer group was selected in such a manner that our market capitalization was very near the median for all peer companies. Consideration was also given to the frequency or infrequency with which a company was identified as a peer with other peer companies.

  29. Governance of Executive Compensation Program

    AnaptysBio, Day One Biopharmaceuticals, IDEAYA Biosciences, and Prothena were added to the compensation peer group and Deciphera Pharmaceuticals, Insmed, Mirati Therapeutics, REGENXBIO, and Sarepta Therapeutics were removed from the compensation peer group due to changes in our business complexity, employee base and market capitalization, as well as mergers, changes to business complexity, employee base and market capitalization among our prior peer group. The compensation study prepared by Compensia and presented in October 2024 provided an assessment of our compensation practices as compared to industry peers. Compensation levels for our executive officers, in the aggregate, were determined to be within the range of compensation provided to similarly placed executives and consistent with our compensation philosophy.

  30. Individual Compensation Elements

    Individual Compensation Elements In 2025, the principal elements of our executive compensation program were as follows: •base salary; •an annual cash incentive compensation opportunity; •long-term incentive compensation in the form of equity awards; •welfare and health benefits; and •post-employment compensation arrangements. Base Salary Base salary represents the fixed portion of the compensation of our executive officers, including our NEOs, and is an important element of compensation intended to attract and retain highly-talented individuals. The initial base salaries for our executive officers were negotiated on an individual basis at the time of hire. Thereafter, using the competitive market data provided by its external compensation consultant, the Compensation Committee reviews and determines adjustments to the base salaries for each of our executive officers, including our NEOs, as part of its annual executive compensation review. In addition, the base salaries of our executive officers may be adjusted by the Compensation Committee in the event of a promotion or significant change in responsibilities. Generally, the Compensation Committee sets base salaries with reference to the competitive range of the market median of our compensation peer group and applicable executive compensation survey data, as well as its assessment of the factors described in “Governance of Executive Compensation Program — Compensation-Setting Process” above. The base salaries of our NEOs for fiscal 2025 and fiscal 2024 were as follows:

  31. Individual Compensation Elements

    (1) Mr. Apel joined the Company in April 2025. (2) Mr. Myszkowski served as the Company's Chief Financial Officer until May 2025, at which time he transitioned to the role of employee advisor until January 31, 2026 in order to assist with the CFO transition with a base salary of $200,000 in such role. (3) Ms. Oliver served as the Company's Chief Commercial Officer until October 2024. The actual base salaries paid to our NEOs in fiscal 2025 are set forth in the “Fiscal 2025 Summary Compensation Table” below. Annual Cash Incentive Compensation We provide our executive officers, including our NEOs, with the opportunity to earn performance-based annual incentive awards, payable in cash, which are designed to reward them for our overall corporate performance as well as their individual performance. Generally, our executive officers are evaluated each year for eligibility to receive an annual cash incentive compensation opportunity. Through a collaborative planning process involving our Board and management, corporate performance objectives are established at the beginning of each year and evaluated regularly by our Board for their continued relevance to our status. Target Annual Cash Incentive Award Opportunities For purposes of the fiscal 2025 performance-based incentive awards, each of our NEOs was assigned a target annual cash incentive award opportunity based upon a percentage of his or her base salary. The target annual cash incentive award opportunities for our executive officers, including our NEOs, were recommended by our CEO (except with respect to his own target annual cash incentive award opportunity) based on each executive officer’s accountability, scope of responsibilities, and potential impact on our performance, and approved by the Compensation Committee. The determination of target annual cash incentive award opportunities was also based on the factors described in “Governance of Executive Compensation Program — Compensation-Setting Process” above. Our NEOs' target annual cash incentive award opportunities did not change from fiscal 2024. The target cash annual incentive award opportunities for our NEOs were as follows:

  32. Individual Compensation Elements

    | Named Executive Officer | Fiscal 2025 Target Annual Incentive Award Opportunity (as a percentage of base salary) | Fiscal 2024 Target Annual Incentive Award Opportunity (as a percentage of base salary) | | Dr. Anzalone (1) | 100% | 100% | | Mr. Apel (2) | 45% | —% | | Mr. O’Brien | 45% | 45% | | Dr. Hamilton | 45% | 45% | | Mr. Myszkowski | 45% | 45% | | Ms. Oliver (3) | —% | 40% |

  33. Individual Compensation Elements

    (1) Dr. Anzalone's annual cash incentive compensation opportunity is capped at 200% of his base salary. (2) Mr. Apel joined the Company in April 2025. (3) Ms. Oliver served as the Company's Chief Commercial Officer until October 2024. Performance Objectives In determining the amount of the annual cash incentive award for each of our executive officers, including each of our NEOs, the Compensation Committee evaluated the corporate performance objectives that had been established at the beginning of the calendar year (as set forth below) as well as other corporate and individual achievements and performance throughout the year. These performance objectives addressed milestones for our lead products, research and development milestones for our drug pipeline and business development objectives. In December 2025, the Compensation Committee determined our performance against our primary business objectives set for calendar 2025, as described below.

  34. Individual Compensation Elements

    Annual Incentive Award Payments The Compensation Committee determined that the corporate objectives were achieved at 125% and the actual annual cash incentive award payments earned by our incumbent NEOs are set forth in the table below. Except for the annual incentive award for our CEO, these awards were recommended by our CEO and approved by the Compensation Committee based on the overall achievement of our goals, their contributions to the goals and the overall performance of each executive officer during the year. The following table sets forth the target annual cash incentive award opportunities as a percentage of base salary, the achievement level expressed as a percentage of target and the actual award payment made in cash or cash equivalents to each of our NEOs based on their performance in fiscal 2025:

  35. Individual Compensation Elements

    | Named Executive Officer | Target Annual Incentive Award Opportunity (as a percentage of base salary) | Achievement of Target Bonus | Actual Annual Incentive Award ($) | | Dr. Anzalone | 100% | 125% | $1,236,000 | | Mr. Apel (1) | 45% | 87.5% | $226,406 | | Mr. O’Brien | 45% | 125% | $365,638 | | Dr. Hamilton | 45% | 125% | $354,627 | | Mr. Myszkowski (2) | 45% | 57% | $155,776 | | Ms. Oliver (3) | 40% | —% | $— |

  36. Individual Compensation Elements

    (1) Mr. Apel's annual bonus was prorated as he joined the Company in April 2025. (2) Mr. Myszkowski served as the Company's Chief Financial Officer until May 2025 and received a prorated target bonus. (3) Ms. Oliver served as the Company's Chief Commercial Officer until October 2024 and did not receive an annual incentive award. The annual cash incentive award payments made to our NEOs for fiscal 2025 are set forth in the “Fiscal 2025 Summary Compensation Table” below. Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realizable value of these equity awards over time bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers, including our NEOs, to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted to our executive officers by the Compensation Committee. The amount and forms of such equity awards are determined by the Compensation Committee after considering the factors described in “Governance of Executive Compensation Program — Compensation-Setting Process” above. 2025 Long-Term Incentive Awards Equity Awards for Chief Executive Officer Our CEO's fiscal 2025 award was designed as a combination of time-based RSUs and performance share unit (PRSU) awards, which were designed to be valued so as to give our CEO compensation equal to approximately the median of our peer group. Specifically, the award consisted of: –A time-based RSU award of 100,000 RSUs to vest in four equal, annual amounts of 25,000 RSUs; –PRSU awards subject to the following performance goals: –75,000 shares to vest upon filing of an sNDA for the sHTG indication of plozasiran; –75,000 shares to vest upon the first patient to be screened in a Phase 2 clinical trial for a drug targeting the central nervous system (whether wholly owned or partnered); and –75,000 shares to vest upon the first patient to be screened in a Phase 2 clinical trial for an obesity drug (whether wholly owned or partnered). In addition to the fiscal 2025 awards described above, the Board determined that it was in the best interest of the Company to extend the CEO's performance awards expiring at the end of calendar year 2024 or beginning of calendar year 2025 for an additional four years. The Compensation Committee discussed the performance of the CEO and considered whether the expiration of the awards would result in equitable and fair treatment of the CEO's performance. After considering various factors including the status of and the progress toward the performance milestones, and in consideration of external market forces during the period beyond the CEO’s control, as well as the additional time needed to achieve the milestones, the Compensation Committee determined that it was in the best interest of the Company to have the CEO continue to be incentivized to meet the goals given the substantial progress that had already been made toward their achievement. Although these awards are shown in the compensation table as part of the value of the CEO's long term incentive compensation for Fiscal 2025 in accordance with SEC disclosure rules, the Compensation Committee notes that these awards were fully disclosed as compensation in previous proxy statements and therefore does not deem this to be a core part of his fiscal 2025 compensation.

  37. Individual Compensation Elements

    RSU Awards for Other Named Executive Officers The Compensation Committee approved the following aggregate RSU awards for our other NEOs for 2025:

  38. Individual Compensation Elements

    | Named Executive Officer | Restricted Stock Unit Awards (number of shares) | Restricted Stock Unit Awards ($)(1) | | Mr. Apel (2) | 100,000 | $1,287,000 | | Mr. O’Brien | 100,000 | $1,979,000 | | Dr. Hamilton | 100,000 | $1,979,000 | | Mr. Myszkowski | 100,000 | $1,979,000 | | Ms. Oliver (3) | 0 | $— |

  39. Individual Compensation Elements

    (1) This column represents the total grant date fair value, computed in accordance with ASC 718, of RSUs granted during fiscal years 2025. The assumptions used to calculate the value of the stock underlying the RSU awards are set forth in Note 9 of the Notes to the Consolidated Financial Statements included with the Company’s Annual Report on Form 10-K. (2) Mr. Apel was granted RSU awards in April 2025 when he joined the Company. (3) Ms. Oliver served as the Company's Chief Commercial Officer until October 2024 and did not receive restricted stock unit awards in fiscal 2025. RSUs granted to our NEOs in fiscal 2025 vest over four years in equal annual installments, subject to the NEO’s continued employment on each applicable vesting date. The equity awards granted to our NEOs in fiscal 2025 are set forth in the “Fiscal 2025 Summary Compensation Table” and the “Fiscal 2025 Grants of Plan-Based Awards Table” below. Welfare and Health Benefits Our executive officers, including our NEOs, are eligible to participate in all of our employee benefit plans, including medical, dental, vision, life and disability insurance, in each case on the same basis as our other employees, subject to applicable law. In addition, we provide an additional life insurance benefit to our CEO for the benefit of his heirs. We also provide vacation and other paid holidays to all our employees, including our executive officers, all of which we believe to be comparable to those provided the companies in our compensation peer group. These benefit programs are designed to enable us to attract and retain our workforce in a competitive marketplace. Our health, welfare and vacation benefits are designed to ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Our retirement savings plan (“401(k) plan”) is a tax-qualified retirement savings plan, pursuant to which qualified employees, including our NEOs, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service. Historically, we have made matching contributions of 100% of the first 3% of base salary and of 50% of the next 2% of base salary contributed to the plan. The value of these benefits for each of our NEOs is reflected in the “All Other Compensation” column of the “Fiscal 2025 Summary Compensation Table” below.

  40. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We have entered into Severance and Change of Control Agreements with our CEO, CFO, CMO and COO that provide for certain payments and benefits in the event of certain involuntary terminations of employment, including in connection with a Change of Control. We believe that it is necessary to provide each of these executive officers with certain benefits upon termination of their employment, which benefits are intended to provide the executive officers with financial security and provide sufficient income and, in the case of a Change of Control, encouragement for them to remain employed by the Company through the Change of Control process. These agreements are designed to provide reasonable compensation to these executive officers if they were to leave our employ under certain circumstances to facilitate their transition to new employment. We seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving such post-employment compensation payments or benefits. The Compensation Committee does not consider the specific amounts payable under these agreements when establishing annual compensation. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. In addition, our 2013 Incentive Plan and our 2021 Incentive Plan each provides for the acceleration of vesting of outstanding and unvested equity awards in the event of a change in control of the Company, as defined in the plans, except as otherwise determined by our Board. However, the agreements for equity awards granted to our CEO pursuant to our 2013 Incentive Plan and our 2021 Incentive Plan provide that, upon a change in control of the Company, the vesting of such awards will accelerate only in the event of a subsequent involuntary termination of employment (a “double-trigger” arrangement). For detailed descriptions of the post-employment compensation arrangements we maintained with our NEOs during fiscal 2025, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Termination Benefits — Potential Payments Upon Termination or Change in Control” below.

  41. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Equity Awards Grant Policy We do not have any program, plan, or obligation that requires us to grant equity awards on specified dates, although historically we have granted such awards to our existing executive officers and employees at least annually and to newly-hired employees upon the commencement of their employment. We do not have any program, plan or practice to grant equity awards of our common stock to our executive officers in coordination with the release of material

  42. Other Compensation Policies and Practices

    nonpublic information and during fiscal 2025, the Compensation Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet other special retention or performance objectives. Authority to grant equity awards to our employees rests with the Compensation Committee, although the Compensation Committee has delegated authority to our CEO to grant equity awards to non-executive employees within prescribed limits set by the Compensation Committee. With respect to our executive officers, except for our CEO, recommendations for equity awards are made by our CEO and reviewed and approved by the Compensation Committee. Under the terms of our 2021 Incentive Plan and the Inducement Plan, pursuant to which new equity awards are granted, the exercise price of any option to purchase shares of our common stock awarded under the plans must be equal to at least 100% of the fair market value of our common stock (which is determined based on the closing sales price of our common stock on the Nasdaq Global Market) on the date of grant. Stock Ownership Policy We maintain a stock ownership policy for our CEO, CFO and COO to further align their respective interests with the interests of our stockholders, and to further promote our commitment to sound corporate governance. This policy requires our CEO to own a minimum number of shares of our common stock equal to a value of six times his annualized base salary and our CFO and COO to own a minimum number of shares of our common stock equal to a value of twice their annualized base salaries. Our CEO, CFO and COO have each achieved the respective required ownership level. Compensation Recovery (“Clawback”) Policy In November 2023, we updated our compensation recovery (“Clawback”) policy, in accordance with the Nasdaq Marketplace Rules. Under the updated policy, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including each of the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. Additionally, our 2013 Incentive Plan and our 2021 Incentive Plan each provides for the recovery of awards made under the plan in accordance with any applicable compensation recovery or recoupment policy, including as required by law, regulation or national securities exchange rule. Insider Trading Policy Our insider trading policy governs the purchase, sale and other transactions in our securities and the securities of related companies by our directors, officers and employees, and other covered persons, as well as the Company itself, and is designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq Marketplace Rules, as applicable. As part of this policy, we prohibit our directors, officers, and employees, and other covered persons, from engaging in (a) short-term trading; (b) short sales; (c) options trading; (d) trading on margin; (e) pledging our common stock as collateral (except as noted below); and (f) all hedging transactions with respect to our securities. Subject to approval of our Board, directors and executive officers may pledge up to 75% owned and vested stock as collateral for a loan.

  43. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table summarizes compensation earned for services rendered during fiscal 2025, 2024, and 2023 by our Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer, our Chief Medical Officer, and our former Chief Financial Officer and former Chief Commercial Officer, collectively our “Named Executive Officers”:

  44. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Christopher Anzalone | 2025 | 981,046 | | 6,810,292(4) | 1,236,000 | 2,523 | 9,029,861 | | President and Chief Executive Officer | 2024 | 951,012 | | 10,319,000(5) | 1,152,000 | 2,406 | 12,424,418 | | | 2023 | 902,522 | | 8,314,056(6) | 700,000 | 1,515 | 9,918,093 | | Daniel Apel (7) | 2025 | 232,212 | 200,000 | 1,287,000 | 226,406 | 9,294 | 1,754,912 | | Chief Financial Officer | | | | | | | | | Patrick O’Brien (8) | 2025 | 653,940 | | 1,979,000 | 365,638 | 31,617 | 3,030,195 | | Chief Operating Officer | 2024 | 605,260 | | 2,935,050 | 378,000 | 31,261 | 3,949,571 | | | 2023 | 568,423 | | 2,475,200 | 252,000 | 30,715 | 3,326,338 | | James Hamilton | 2025 | 617,512 | | 1,979,000 | 354,627 | 15,074 | 2,966,213 | | Chief Medical Officer | 2024 | 567,938 | | 2,589,750 | 314,496 | 15,261 | 3,487,445 | | | 2023 | 511,178 | | 2,284,800 | 236,250 | 14,715 | 3,046,943 | | Kenneth Myszkowski (9) | 2025 | 496,783 | | 1,979,000 | 155,776 | 28,601 | 2,660,161 | | Former Chief Financial Officer | 2024 | 592,369 | | 2,589,750 | 314,496 | 31,761 | 3,528,376 | | | 2023 | 568,129 | | 2,284,800 | 252,000 | 30,215 | 3,135,144 | | Tracie Oliver (10) | 2025 | 43,193 | | — | — | — | 43,193 | | Former Chief Commercial Officer | 2024 | 484,065 | | 2,589,750 | — | 2,965 | 3,076,780 | | | 2023 | 647,261 | | 19,040 | 188,000 | 19,521 | 873,822 |

  45. Fiscal 2025 Summary Compensation Table

    (1)This column represents the total grant date fair value, computed in accordance with ASC 718, of RSUs (including those subject to the achievement of performance goals) granted during fiscal years 2025, 2024 and 2023. The assumptions used to calculate the value of the stock underlying the RSU awards are set forth in Note 9 of the Notes to the Consolidated Financial Statements included with the Company’s Annual Report on Form 10-K. (2)These bonus amounts represent the amounts earned for performance under the Company’s Annual Bonus Incentive Plan during calendar years 2025, 2024 and 2023 and paid in fiscal years 2026, 2025 and 2024, respectively. The Annual Bonuses are described in more detail in the “Bonus Incentive” section. (3)Amounts consist of 401(k) matching contribution, as well as life insurance and disability premiums for the benefit of each executive officer as well as tax and financial advisory services for certain officers. (4)The amount reported for Christopher Anzalone in the Stock Awards column includes the grant date fair value of three fiscal 2025 RSU awards that are subject to vesting upon the achievement of specific performance conditions. We determined the performance conditions were 100% probable of being achieved as of the grant date, as defined under applicable accounting guidance, and assigned a grant date fair value of $4,581,000 based on this evaluation. The amount reported in the Summary Compensation Table for this

  46. Fiscal 2025 Summary Compensation Table

    | | 47 |

  47. Fiscal 2025 Summary Compensation Table

    award may not represent the amount that Christopher Anzalone will realize from the award. Whether, and to what extent, an NEO realizes the value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment. (5)The amount reported for Christopher Anzalone in the Stock Awards column includes the grant date fair value of a fiscal 2024 RSU award that is subject to vesting upon the achievement of a specific performance condition. We determined the performance condition was 100% probable of being achieved as of the grant date, as defined under applicable accounting guidance, and assigned a grant date fair value of $10,319,000 based on this evaluation. The amount reported in the Summary Compensation Table for this award may not represent the amount that Christopher Anzalone will realize from the award. Whether, and to what extent, an NEO realizes the value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment. (6)The amount reported for Christopher Anzalone in the Stock Awards column includes the grant date fair value of a fiscal 2023 RSU award that is subject to vesting upon the achievement of specific performance conditions. We determined the performance conditions that were probable and not probable of being achieved as of the grant date, as defined under applicable accounting guidance, and assigned a grant date fair value of $4,625,270 based on this evaluation. If we had determined that as of the date of the grant it was probable that 100% of the performance conditions would be achieved, we would have assigned a grant date fair value of $8,314,056 for the performance-based RSUs. The amount reported in the Summary Compensation Table for this award may not represent the amount that Christopher Anzalone will realize from the award. Whether, and to what extent, an NEO realizes the value will depend on our actual operating performance, stock price fluctuations and the NEO’s continued employment. (7)Mr. Apel joined the Company in April 2025 and received a $200,000 relocation bonus. (8)Mr. O'Brian received tax and financial advisory services of $16,543 in fiscal year 2025. (9)Mr. Myszkowski served as the Company's Chief Financial Officer until May 2025, at which time he transitioned to the role of employee advisor until January 31, 2026 in order to assist with the CFO transition with a base salary of $200,000 in such role. The amounts reported in the table above include amounts he received in both roles. Mr. Myszkowski received tax and financial advisory services of $16,543 in fiscal year 2025. (10)Ms. Oliver served as the Company's Chief Commercial Officer until October 2024.

  48. Fiscal 2025 Summary Compensation Table

    | | 48 |

  49. Fiscal 2025 Grants of Plan Based Awards Table

    Fiscal 2025 Grants of Plan Based Awards Table The following table sets forth cash bonus and equity grants made to the NEOs in fiscal 2025:

  50. Fiscal 2025 Grants of Plan Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value | | Name | Grant Date | Target ($) | Maximum ($) | Target (#) | | | | Christopher Anzalone | | | | | | | | Cash Bonus | | $988,800 | $1,977,600 | — | — | — | | PRSUs | 12/18/2024 | — | | 225,000 | — | $4,581,000 | | RSUs | 12/18/2024 | | | | 100,000 | $2,036,000 | | RSUs | 02/07/2025 | | | | 9,550 | $193,292 | | Daniel Apel | | | | | | | | Cash Bonus | | $258,750 | | — | — | — | | RSUs | 04/15/2025 | — | | — | 100,000 | $1,287,000 | | Patrick O’Brien | | | | | | | | Cash Bonus | | $292,500 | | — | — | — | | RSUs | 01/04/2025 | — | | — | 100,000 | $1,979,000 | | James Hamilton | | | | | | | | Cash Bonus | | $283,500 | | — | — | — | | RSUs | 01/04/2025 | — | | — | 100,000 | $1,979,000 | | Kenneth Myszkowski | | | | | | | | Cash Bonus | | $272,700 | | — | — | — | | RSUs | 01/04/2025 | — | | — | 100,000 | $1,979,000 | | Tracie Oliver (4) | | | | | | | | Cash Bonus | | $— | | — | — | — | | RSUs | N/A | — | | — | — | $— |

  51. Fiscal 2025 Grants of Plan Based Awards Table

    (1)Amounts listed represent cash award targets for our NEOs in fiscal 2025. Actual payments were made in fiscal 2026 and the amounts are reported in the Summary Compensation Table above. There are no thresholds or maximum levels applicable under our annual cash incentive awards except with respect to Dr. Anzalone, whose target opportunity is capped at 200%. (2)These PRSUs are described above in the “Compensation Discussion and Analysis” under the heading “Equity Compensation”. (3)RSUs granted in fiscal 2025 vest in four equal annual installments beginning 1 year from the grant date. (4)Ms. Oliver served as the Company's Chief Commercial Officer until October 2024 and did not receive any awards.

  52. Fiscal 2025 Grants of Plan Based Awards Table

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  53. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table The following table provides information, with respect to the NEOs, concerning the outstanding equity awards covering shares of the Company’s common stock as of September 30, 2025.

  54. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (# Exercisable) (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) (4) | | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($) (3) | | Christopher Anzalone | 01/01/2016 | 51,726 | 6.15 | 1/1/2026 | — | — | — | | — | | | 01/01/2020 | | | | — | — | 700,000 | | 24,143,000 | | | 01/01/2021 | | | | — | — | 800,000 | | 27,592,000 | | | 07/08/2022 | | | | 24,881 | 858,146 | 49,761 | | 1,716,257 | | | 12/20/2022 | | | | 46,805 | 1,614,304 | 93,610 | | 3,228,609 | | | 12/18/2024 | | | | 100,000 | 3,449,000 | 225,000 | | 7,760,250 | | Daniel Apel | 04/15/2025 | | | | 100,000 | 3,449,000 | — | | — | | Patrick O’Brien | 01/01/2022 | | | | 15,000 | 517,350 | — | | — | | | 01/04/2023 | | | | 32,500 | 1,120,925 | — | | — | | | 01/04/2024 | | | | 63,750 | 2,198,738 | — | | — | | | 01/04/2025 | | | | 100,000 | 3,449,000 | — | | — | | James Hamilton | 01/01/2022 | | | | 13,750 | 474,238 | — | | — | | | 01/04/2023 | | | | 30,000 | 1,034,700 | — | | — | | | 01/04/2024 | | | | 56,250 | 1,940,063 | — | | — | | | 01/04/2025 | | | | 100,000 | 3,449,000 | — | | — | | Kenneth Myszkowski | 01/01/2022 | | | | 15,000 | 517,350 | — | | — | | | 01/04/2023 | | | | 30,000 | 1,034,700 | — | | — | | | 01/04/2024 | | | | 56,250 | 1,940,063 | — | | — | | | 01/04/2025 | | | | 100,000 | 3,449,000 | — | | — | | Tracie Oliver | N/A | | | | — | — | — | — | — |

  55. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    (1)Options are priced at the market closing price on the date of grant. Options have various vesting parameters, but generally vest over 48 months after the award is granted.

  56. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    | | 50 |

  57. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    (2)RSUs have various vesting parameters but generally vest in four equal annual installments beginning one year from the grant date. (3)Value is based on our Company’s Common Stock closing price of $34.49 on September 30, 2025. (4)The amounts reported for Christopher Anzalone in this column reflect the January 2020, January 2021, July 2022, December 2022, and December 2024 awards that contain performance-based vesting conditions. These awards and their vesting conditions are described above in the “Compensation Discussion and Analysis” under the heading “Equity Compensation" in this year’s proxy statement and in prior proxy statements, as applicable.

  58. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    | | 51 |

  59. Fiscal 2025 Options Exercises and Stock Vested Table

    Fiscal 2025 Options Exercises and Stock Vested Table The following table provides information, with respect to the NEOs, concerning options exercised or RSUs or PRSUs vested during fiscal 2025.

  60. Fiscal 2025 Options Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Christopher Anzalone | 300,000 | $2,948,360 | 497,354 | $8,091,313 | | Daniel Apel | — | — | — | $— | | Patrick O’Brien | — | — | 67,500 | $1,335,825 | | James Hamilton | — | — | 60,000 | $1,187,400 | | Kenneth Myszkowski | — | — | 63,750 | $1,261,613 | | Tracie Oliver | — | — | — | $— |

  61. Fiscal 2025 Options Exercises and Stock Vested Table

    (1)Value is calculated as the price of our Common Stock upon exercise, less the exercise price, multiplied by the number of shares exercised. (2)Value is calculated as the price of our Common Stock upon vesting, multiplied by the number of shares vested.

  62. Termination Benefits — Potential Payments Upon Termination or Change in Control

    Termination Benefits — Potential Payments Upon Termination or Change in Control The Company has entered into Severance and Change of Control Agreements with each of Christopher Anzalone, Daniel Apel, Patrick O’Brien and James Hamilton (the “Severance Agreements”). Under the Severance Agreements, upon a termination of the executive’s employment by the Company without “Cause” (and not as a result of the executive’s death or disability) or due to the executive’s “Resignation for Good Reason” (each quoted term as defined in each Severance Agreement) (such a termination, an “Involuntary Termination”), the Company will provide the following severance benefits: (i) payment of accrued but unpaid base salary, accrued but unused vacation, and any annual cash bonus earned but unpaid for the preceding fiscal year; (ii) a lump sum severance payment equal to six months’ worth of the executive’s base salary (or, for Dr. Anzalone, 12 months’ worth of his base salary, plus a pro-rated portion of his target annual cash bonus for the year in which the termination occurs) (the “Severance Payment”); and (iii) reimbursement of health care continuation premiums for the 12-month period (or, for Dr. Anzalone, the 18-month period) following the termination date. If the termination of employment described above occurs within the period beginning three months prior to the signing of a definitive agreement that would result in a “Change of Control” (as defined in each Severance Agreement) through the first anniversary of such Change of Control (the “CIC Period”), the Company will provide the following severance benefits in lieu of the benefits described above: (i) payment of accrued but unpaid base salary, accrued but unused vacation, and any annual cash bonus earned but unpaid for the preceding fiscal year; (ii) a lump sum severance payment equal to (a) 12 months’ worth (or, for Dr. Anzalone, 24 months’ worth) of the executive’s base salary, plus (b) one and one-half times (or, for Dr. Anzalone, two times) the executive’s target annual cash bonus for the year in which the termination occurs (the “COC Severance Payment”); provided, however, that if the executive has received a Severance Payment, the COC Severance Payment shall be reduced by the amount of such Severance Payment; (iii) reimbursement of health care continuation premiums for the 18-month period following the termination date; and (iv) accelerated vesting of all outstanding equity awards, with any performance-based vesting criteria deemed achieved at the target level of performance (and, if the termination occurs within the permitted period prior to the Change of Control, a lump sum cash payment equal to the value of any equity awards that would have vested had the executive remained employed through the Change of Control).

  63. Termination Benefits — Potential Payments Upon Termination or Change in Control

    | | 52 |

  64. Termination Benefits — Potential Payments Upon Termination or Change in Control

    The severance benefits provided under the Severance Agreements are subject to each executive’s execution and non-revocation of a release of claims in favor of the Company and its affiliates. Further, in the event that any payments or benefits provided under the Severance Agreements or otherwise constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the executive will receive the portion of such payments and benefits that results in the greatest after-tax benefit to the executive (including after payment of any excise tax under Section 4999 of the Code). The Company executed a Retirement Letter with Mr. Ken Myszkowski, dated May 9, 2025, stating that after May 13, 2025, and through January 31, 2026, Mr. Myszkowski will remain an Arrowhead employee, assuming the position of Assistant to the Chief Financial Officer. In that role, Mr. Myszkowski is expected to be reasonably available for consultation at the CFO’s request, and to assist the CFO with certain regulatory filings. As Assistant to the CFO, Mr. Myszkowski will be considered a full-time employee and will draw a salary at the annualized rate of $200,000. Pursuant to the Retirement Letter, if Arrowhead were to terminate Mr. Myszkowski's employment without cause prior to January 31, 2026, Mr. Myszkowski would be entitled to a lump sum payment equal to three months of his salary and an amount equal to the cost of three months of healthcare insurance under his post-employment COBRA rights. Ms. Oliver passed away in November 2024. Additionally, pursuant to the Inducement Plan, 2013 Incentive Plan and the 2021 Incentive Plan, any unvested awards held by plan participants, including the NEOs, become fully vested upon a change of control of the Company, except as otherwise determined by the Board and except with respect to the outstanding awards held by the CEO whose awards will only become fully vested if he experiences a qualifying termination of employment following a change of control. The following tables set forth information regarding potential termination and change of control arrangements with our NEOs (other than Ms. Oliver) had their employment been terminated or a change in control of the Company taken place on September 30, 2025:

  65. Termination Benefits — Potential Payments Upon Termination or Change in Control

    | | 53 |

  66. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the annual total compensation of all of our employees (excluding our CEO, Dr. Anzalone), the annual total compensation of Dr. Anzalone, and the ratio of these two amounts. Based on the fact that we had a significant number of new hires during fiscal 2025, we did not elect to use the same median employee as the prior year. Our median employee was identified using the entire population of our employees as of September 30, 2025 based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of our employees. The CACM selected by us for our disclosure included annual base salary, the cash bonus amount for fiscal 2025, the grant-date fair value for stock-based awards (calculated in accordance with requirements for the Summary Compensation Table), and welfare and health benefits for fiscal 2025. Based on the CACM methodology described above, we identified the median employee and calculated the fiscal 2025 compensation for this selected employee in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. The median of the annual total compensation of all our employees was $163,062. Dr. Anzalone’s fiscal 2025 annual total compensation as disclosed in the Fiscal 2025 Summary Compensation Table was $9,029,861. As a result, our CEO to median employee pay ratio for fiscal 2025 is 55:1. This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements, described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our compensation committee for compensation-related decisions.

  67. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. This information has been prepared in accordance with Item 402(v) and does not necessarily reflect the actual amount of compensation earned by or paid to our named executive officers ("NEOs") for the applicable year. Please refer to the Compensation Discussion and Analysis section of this proxy statement for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

  68. Pay Versus Performance

    | | 55 |

  69. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | (in thousands) | | | Year (a) | Summary Compensation Table Total for PEO (1)(b) | Compensation Actually Paid to PEO (2)(c) | Average Summary Compensation Table Total for Non-PEO NEOs (1)(d) | Average Compensation Actually Paid to Non-PEO NEOs (2) (e) | Total Shareholder Return (3)(f) | Peer Group Total Shareholder Return (g) | Net Loss (4) (h) | Company Selected Measure (5)(i) | | 2025 | $9,029,861 | $42,599,705 | $2,090,935 | $4,674,785 | $80 | $146 | ($1,631) | $— | | 2024 | $12,424,418 | ($5,357,049) | $3,499,747 | $1,787,414 | $31 | $94 | ($599,493) | $— | | 2023 | $9,918,093 | ($2,171,064) | $3,151,102 | $1,873,139 | $62 | $49 | ($205,275) | $— | | 2022 | $12,031,969 | ($40,073,641) | $4,133,800 | ($386,119) | $77 | $67 | ($176,063) | $— | | 2021 | $24,703,855 | $69,061,855 | $3,324,746 | $6,080,785 | $145 | $116 | ($140,848) | $— |

  70. Pay Versus Performance

    (1)The dollar amounts reported are the amounts reported for Christopher Anzalone (the Company’s Chief Executive Officer or Principal Executive Officer (PEO)) for each of the corresponding years in the “Total” column in our Summary Compensation Table. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Christopher Anzalone) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for fiscal year 2025, Daniel Apel, Kenneth Myszkowski, Patrick O'Brien, James Hamilton and Tracie Oliver, (ii) for fiscal year 2024, Kenneth Myszkowski, Patrick O'Brien, James Hamilton, Javier San Martin and Tracie Oliver, (iii) for fiscal year 2023, Kenneth Myszkowski, Patrick O'Brien, James Hamilton, and Javier San Martin; (iv) for fiscal year 2022, Kenneth Myszkowski, Patrick O'Brien, James Hamilton, and Tracie Oliver; and (v) for fiscal year 2021, Kenneth Myszkowski, Patrick O'Brien, James Hamilton, Javier San Martin, and James Hassard. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Christopher Anzalone, and the dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our other NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Christopher Anzalone or the other NEOs on average, as applicable. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  71. Pay Versus Performance

    | | 56 |

  72. Pay Versus Performance

    | Compensation Actually Paid | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | Summary Compensation Table Total | $9,029,861 | $2,090,935 | $12,424,418 | $3,499,747 | $9,918,093 | $3,151,102 | $12,031,969 | $4,133,800 | $24,703,855 | $3,324,746 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $(6,810,292) | $(1,444,800) | $(10,319,000) | $(2,658,810) | $(8,314,056) | $(2,332,400) | $(10,382,549) | $(3,529,925) | $(23,019,000) | $(2,608,820) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $11,209,250 | $2,759,200 | $6,585,800 | $1,200,940 | $6,288,252 | $1,645,788 | $8,222,939 | $1,578,138 | $49,944,000 | $3,537,700 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | $193,292 | $— | $— | $— | $583,774 | $— | $— | $— | $— | $— | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $25,931,662 | $945,000 | $(13,971,458) | $(456,188) | $(10,653,844) | $(847,819) | $(49,946,000) | $(2,754,375) | $17,433,000 | $2,015,691 | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | $3,045,932 | $324,450 | $(76,809) | $201,724 | $6,718 | $256,469 | $— | $186,244 | $— | $(188,531) | | Compensation Actually Paid | $42,599,705 | $4,674,785 | $(5,357,049) | $1,787,414 | $(2,171,064) | $1,873,139 | $(40,073,641) | $(386,119) | $69,061,855 | $6,080,785 |

  73. Pay Versus Performance

    * Amounts presented are averages for the entire group of Other NEOs in each respective year. (3)Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is September 30, 2020. (4)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (5)The Company does not use any financial performance measures to link executive compensation actually paid to company performance. Consequently, no “Company Selected Measure” is included in the table above.

  74. Analysis of Information Presented in the Pay versus Performance Table

    Analysis of Information Presented in the Pay versus Performance Table As described in more detail in the Compensation Discussion and Analysis section, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  75. Analysis of Information Presented in the Pay versus Performance Table

    | | 57 |

  76. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  77. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    | | 58 |

  78. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss

  79. Compensation Actually Paid and Net Loss

    | | 59 |