DEF 14A of Halozyme Therapeutics, Inc., Mar 23, 2026

DEF 14A of Halozyme Therapeutics, Inc.

Filed Mar 23, 2026 · FY20250001159036-26-000041

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS We have a classified Board of Directors that currently consists of three Class I directors, three Class II directors and two Class III directors. Our directors are elected for a term of three years, with one class of directors up for election every year. At the 2026 Annual Meeting of Stockholders, we will be electing two Class I directors, while the Class II directors will be elected at the 2027 Annual Meeting of Stockholders and the Class III directors will be elected at the 2028 Annual Meeting of Stockholders. The Class I nominees recommended by the Board of Directors for election at the 2026 Annual Meeting are: Bernadette Connaughton and Matthew L. Posard. Ms. Connaughton and Mr. Posard are current member of our Board of Directors and, if elected, will serve as directors until our Annual Meeting of Stockholders in 2029 or until their successors are elected and qualified. Ms. Miyashita is not standing for re-election and her term will expire as of the meeting date. If any nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as our Board of Directors may designate.

  2. Directors Nominated for Election at the 2026 Annual Meeting

    Directors Nominated for Election at the 2026 Annual Meeting Bernadette Connaughton (age 67) Director Since: 2018 Board Committees: Compensation Committee (Chair) Key Skills: Pharma Business Leadership and Operations, International Business, Human Capital Management Other Current Public Company Boards: Editas Medicine, Inc., a clinical stage biotechnology company Recent Past Public Company Board Experience: Syneos Health Inc., a biopharmaceutical services company; Zealand Pharma A/S, a biotechnology company (term ends on March 26, 2026) Ms. Connaughton brings more than 30 years of global strategic, commercial and biopharmaceutical industry expertise to the Board of Directors. From 2004 to October, 2017, she served in senior management position at Bristol-Myers Squibb Pharmaceutical Company, most recently served as president, China, Latin America, Central and Eastern Europe and Middle East. In this position, she developed the multi-year strategy for the successful commercialization of a number of oncology, virology and immunology products, including Opdivo®, Yervoy®, Sprycel®, Daklinza® and Orencia®. Prior to serving in that role, Ms. Connaughton served as Bristol-Myers Squibb’s president, European Markets, Canada and Australia; president, Intercontinental; and president, Japan, Pacific Rim, Australia and Canada; senior vice president, Cardiovascular and Metabolic Business Unit, U.S.; and senior vice president, Primary Care Marketing, U.S. Ms. Connaughton also served on the European Federation of Pharmaceutical Industry Association, Patient Access and European Markets Committees from 2014 to 2016. She received her Bachelor of Arts from Johns Hopkins University and her Master of Business Administration from The Wharton School, University of Pennsylvania. Key Skills and Experience: Pharma Business Leadership and Operations Ms. Connaughton’s extensive experience in business and operations was developed during her 30-year career at Bristol-Myers Squibb where she built a consistent track record of achieving sales growth, improving profitability and transforming operational models in U.S. and international markets. She built expertise and demonstrated success across a wide range of therapeutic areas, including cardiovascular, metabolic diseases, virology and oncology. International Business Through her positions leading large global business regions for Bristol Myers Squibb, Ms. Connaughton brings deep experience in international markets. Specific achievements include developing and leading execution of the multi-year strategy for the successful commercialization of Opdivo®, Yervoy®, Sprycel®, Daklinza® and Orencia®. She most recently served as President Intercontinental Region, which included China, Latin America, Central and Eastern Europe and Middle East. Other positions included President, European Markets, Canada and Australia; President, Intercontinental Region; and President, Japan, Pacific Rim, Australia and Canada. Human Capital Management In each of her senior management positions, Ms. Connaughton led diverse, cross-functional teams, building the capabilities to successfully develop and commercialize pharmaceutical products. She has broad experience selecting and developing talent and building high performance teams with the skills, motivation and culture to achieve sustainable results. Board Service Selection Criteria: As further described in Ms. Connaughton’s biography, the Nominating and Corporate Governance Committee believes Ms. Connaughton has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) pharma business leadership and operations, (ii) international business and (iii) human capital management. Ms. Connaughton’s extensive operations and commercialization experience in the pharmaceutical industry including the development of successful commercialization strategies for a number of oncology products and her consistent track record of achieving sales growth provides valuable experience and perspective to our Board, leading the Nominating and Corporate Governance Committee to determine that Ms. Connaughton should serve as one of our directors. Matthew L. Posard (age 58) Board Committees: Nominating and Corporate Governance Committee (Chair) and Audit Committee Key Skills: Medicine and Science, Complementary Business/Industry Segment Expertise, International Business, Human Capital Management, M&A Other Current Public Company Boards: Nautilus Biotechnology, Inc., (Chairman) a development stage life sciences company Recent Past Public Company Board Experience: Talis Biomedical, a developer of diagnostic tests for infectious diseases; DermTech, Inc., a precision dermatology company Mr. Posard brings over 30 years of general management and commercialization experience in the biotechnology and diagnostics industry to the Board of Directors. He is Founding Principal of Explore DNA, a life sciences executive consulting firm, a position he has held since March 2016. Since 2017, he has provided advisory services to CEOs for several emerging life sciences companies. From February 2017 to April 2018, Mr. Posard served as President and Chief Commercial Officer of GenePeeks, Inc., a genetic research company. From March 2015 to April 2016, he served as Chief Commercial Officer of Trovagene, Inc., a molecular diagnostic biotechnology company. From February 2006 to February 2015, he held various commercial and general management positions at Illumina, Inc., a genomics company focusing on DNA sequencing, including senior executive positions overseeing Global Sales, Marketing, and General Manager of Clinical and Consumer Genomics as well as New and Emerging Markets. Mr. Posard holds a BA degree in Management Science from the University of San Diego. Key Skills and Experience: Medicine and Science Mr. Posard has deep expertise introducing novel and transformative products to medical and research markets while scaling organizations efficiently. He is a Founding Principal of Explore DNA and provides advisory services to executive officers of several emerging life sciences companies. Complementary Business/Industry Segment Expertise Mr. Posard adds to his biotech expertise with deep knowledge in the diagnostics area, having served in senior positions at Illumina, Biosite, Inc. and Gen-Probe, Inc. At Illumina he was part of the executive management team that led the company to its first $1 billion in revenue. At Biosite he was instrumental in the successful introduction of the company’s BNP congestive heart failure biomarker and its BNP co-marketing collaboration with Beckman Coulter. At Gen-Probe, Mr. Posard helped the company attain leading market positions in DNA probe-based infectious disease diagnostics and blood banking. International Business Mr. Posard has extensive international business experience, having served as the Vice President of Global Sales for Illumina where he led an international commercial sales team. He also served as Senior Vice President and General Manager of Illumina’s Translational and Consumer Genomics and New and Emerging Markets business units and was responsible for over $100 million of sales growth in his first year in this position. This experience provided substantial exposure to commercial markets around the world. In his senior commercial marketing positions with various companies, Mr. Posard has managed and led a number of large and diverse marketing teams. A seasoned executive in the genomics and life science space, Mr. Posard has extensive background in effectively scaling organizations.

  3. Directors Nominated for Election at the 2026 Annual Meeting

    Mr. Posard has served on the board of directors and in senior leadership positions at a variety of startup and emerging companies and has extensive experience in the area of mergers and acquisitions in the biotech and diagnostics space. In his position as advisor to senior executives of life science companies, he has provided guidance and effective consultation in the execution of strategic acquisitions. Board Service Selection Criteria: As further described in his biography, the Nominating and Corporate Governance Committee believes Mr. Posard has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) medicine and science, (ii) complementary business and industry segment expertise, (iii) international business, (iv) human capital management and (v) M&A. Mr. Posard’s general management, sales and marketing experience including the successful launch of products and management of sales operations provides valuable experience and perspective to our Board, leading the Nominating and Corporate Governance Committee to determine that Mr. Posard should serve as one of our directors.

  4. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting Barbara Duncan (age 61) Director Since: 2023 Board Committees: Audit Committee (Chair) and Compensation Committee Key Skills: Pharma Business Leadership and Operations, International Business, Finance and Capital Markets, M&A Other Current Public Company Boards: Atea Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company Ovid Therapeutics, Inc., a biopharmaceutical company Recent Past Public Company Board Experience: Aevi Genomics Medicine, Inc., Adaptimmune Therapeutics, plc,, Fusion Pharmaceuticals, Inc., Immunomedics, Inc., Innoviva, Inc., Jounce Therapeutics, Inc., ObsEva S.A. Ms. Duncan brings over 16 years of pharmaceutical and biotechnology industry experience to the Board of Directors. She retired from Intercept Pharmaceuticals, Inc., a biopharmaceutical company, where she served as Chief Financial Officer and Treasurer from May 2009 to June 2016. From 2001 to 2009, Ms. Duncan held various senior leadership roles of increasing responsibility at DOV Pharmaceutical, Inc., a biotechnology company, including Chief Financial Officer and ultimately serving as Chief Executive Officer prior to DOV’s sale in 2010 to Euthymics Bioscience, Inc. Prior to joining DOV, Ms. Duncan served as Vice President of Corporate Finance - Global Healthcare at Lehman Brothers Inc. from 1998 to 2001, and as Director of Corporate Finance at SBC Warburg Dillon Read Inc. from 1994 to 1998. She also worked for PepsiCo, Inc. from 1989 to 1992 in its international audit division, and was a certified public accountant in the audit division of Deloitte & Touche LLP from 1986 to 1989. Ms. Duncan received her BBA from Louisiana State University and her MBA from the Wharton School of the University of Pennsylvania. Key Skills and Experience: Pharma Business Leadership and Operations and International Business As Chief Financial Officer and Treasurer at Intercept Pharmaceuticals, Ms. Duncan helped lead the operational and strategic plans of this biopharmaceutical company, including managing the buildout of international operations and preparing financial teams for commercial product launch. At DOV Pharmaceutical, Ms. Duncan developed and lead in the execution of strategic plans, restructured several of the company’s partnerships and led negotiations on licensing transactions. Finance and Capital Markets Ms. Duncan’s gained extensive financing experience serving as Chief Financial Officer for two public biopharmaceutical companies. Through the successful execution of both private and public financings, Ms. Duncan’s leadership supported operations and strategic plans. Ms. Duncan managed all phases of Intercept’s initial public offering and following on offerings. Further, while serving as Chief Financial Officer at both Intercept and DOV Pharmaceutical, Ms. Duncan managed the investor relations function and research analyst and investment banking relationships. Ms. Duncan gained extensive M&A experience in her role as Vice President at Lehman Brothers with an emphasis in the healthcare space. While at Lehman, Ms. Duncan reviewed potential merger opportunities, reviewed valuation work product and authored advisory presentations to assist clients in formulating strategic corporate structuring strategies. While serving as Chief Executive Officer of DOV Pharmaceutical, she led the execution of the company’s sale to Euthymics. Board Service Selection Criteria: As further described in Ms. Duncan’s biography, the Nominating and Corporate Governance Committee believes that Ms. Duncan has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) pharma business leadership and operations, (ii) finance and capital markets, (iii) international business and (iv) M&A. Ms. Duncan’s extensive industry and financial experience, including her experience as chief financial officer at public biopharmaceutical companies, combined with her business acumen and experience serving on other public biopharmaceutical boards, provide our Board with valuable expertise, leading the Nominating and Corporate Governance Committee to determine that Ms. Duncan should serve as one of our directors. Mahesh Krishnan (age 55) Director since: 2024 Board Committees: Nominating and Corporate Governance Committee and Compensation Committee Key Skills: Medicine and Science, Pharma Business Leadership & Operations, Complimentary Business/Industry Segment Experience, International Business, Finance & Capital Markets, M&A Recent Past Public Company Board Experience: Chinook Therapeutics, Inc. Mahesh Krishnan, M.D., brings more than 20 years of health care practitioner and biotechnology and health service industry experience to the Board of Directors. Since 2009, Dr. Krishnan has served in various roles at DaVita, Inc., a provider of kidney dialysis services, including service as the co-lead of DaVita Venture Group, the external innovation arm of DaVita, Inc., where he is responsible for strategic partnerships in technology and research and development at DaVita, as well as medical policy in Washington, D.C. Since May 2019, Dr. Krishnan has also served as DaVita’s Group Vice President of Research and Development and prior to that role, Dr. Krishnan served as DaVita’s first international Chief Medical Officer from 2015 to May 2019. From 2004 to 2009, Dr. Krishnan served in various roles at Amgen Inc., a multinational biopharmaceutical company, including serving as the Global Development Leader for Epogen® and as Executive Director, Medical Policy for all of Amgen’s domestic products. From 2000 to 2004, Dr. Krishnan was a practicing nephrologist at Virginia Nephrology Group. He earned his M.D. from Jefferson Medical College at Thomas Jefferson University and his B.S. in pre-medicine from The Pennsylvania State University. He also holds an M.P.H. from Johns Hopkins University and an M.B.A. in health care management from the Johns Hopkins Carey School of Business. Key Skills and Experience: Medicine and Science; and Complementary Business/Industry Segment Expertise Dr. Krishnan served as a practicing nephrologist at Virginia Nephrology Group where he managed daily operations. While at Amgen, he oversaw clinical trial execution for Epogen® and served as the executive director for medical policy and as the executive director for medical affairs. He also served as Vice President, Clinical Research and Publishing, Vice President Clinical Innovation and Public Policy and as Founding International Chief Medical Officer for DaVita during which time he was involved in a wide variety of operational and commercial functions for a premier nephrology health services company. As a Chief Medical Officer for DaVita he gained extensive experience in multi-site and international medical services delivery. Dr. Krishan gained extensive experience in pharma business leadership and operations in his role as executive director, medical affairs at Amgen. While at Amgen, he developed and executed on the medical affairs and marketing plan for Epogen® and negotiated multiple label iterations with the United States (“U.S.”) Food and Drug Administration (“FDA”). As global development leader for Epogen® he also oversaw multiple aspects of the FDA regulatory advisory committee meetings and successfully implemented a large molecule manufacturing change clinical program. At DaVita, Dr. Krishnan served as the international chief medical officer and oversaw clinical, operational and safety performance for DaVita’s clinical healthcare operations in eleven countries. Dr. Krishnan has also authored two books on pharmaceutical sales training.

  5. Directors Continuing in Office Until the 2027 Annual Meeting

    Dr. Krishnan currently serves as group vice president of DaVita Venture Group. In this capacity, he oversees corporate development and mergers and acquisitions. He has executed multiple industry partnerships including through the use of joint ventures, corporate spinouts and the founding of health care services, pharma, medical device and diagnostic companies. He has also overseen fundraising, venture capital investments in industry related companies and worked closely with corporate investor relations for capital market presentations. Board Service Selection Criteria: As further described in Dr. Krishnan’s biography, the Nominating and Corporate Governance Committee believes that Dr. Krishnan has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) medicine and science, (ii) pharma business leadership and operations, (iii) complimentary business and industry experience, (iv) international business, (v) finance and capital markets, and (vi) M&A. He is also currently pursuing NACD directorship certification. Dr. Krishnan’s extensive industry, financial and M&A experience, including his experience in senior management positions in the biopharmaceutical industry, combined with his experience as a healthcare professional and his business acumen, provide our Board with valuable expertise, leading the Nominating and Corporate Governance Committee to determine that Dr. Krishnan should serve as one of our directors. James Lang (age 61) Director since: 2025 Key Skills: Pharma Business Leadership & Operations, Complimentary Business/Industry Expertise, International Business, Finance and Capital Markets, M&A Other Current Public Company Boards: BioVie, Inc., a clinical stage biopharmaceutical company OptimizeRX Corporation, a digital healthcare technology company Mr. Lang brings more than 30 years of experience in healthcare data, analytic, and technology enabled business services. From May 2017 to August 2025, he served as founder and chief executive officer of EVERSANA, a provider of global commercialization services for the life sciences industry. Since December 2016, Mr. Lang has also served as an executive advisor to Water Street Healthcare Partners, a strategic private equity firm focused exclusively on building market-leading companies in healthcare. From 2012 to 2016, Mr. Lang served in leadership roles at Decision Resources Group, a multi-national corporation that provides high value global data solutions, analytics, and consulting services to pharmaceutical, biotech, medical device, healthcare provider and payer, and managed care companies, including as its Chief Executive Officer from 2014 to 2016. From 2006 to 2008, he served as President of IHS Cambridge Energy Research Associates, an international research and consulting firm, which delivered strategic knowledge and independent analysis on energy markets, geopolitics, industry trends, and strategy. From 1989 to 2006, he held various roles at Strategic Decisions Group (SDG), a global strategy consulting firm, including as President and Chief Operating Officer from 2000 to 2006. Mr. Lang received his BS in electrical and computer engineering from the University of New Hampshire and his MBA from the Tuck School of Business. Key Skills and Experience: Pharma Business Leadership and Operations; Complimentary Business Segment/Industry Experience As the founder and former chief executive officer of EVERSANA, Mr. Lang gained extensive experience leading a company that provides global commercialization services for the life sciences industry. EVERSANA solutions are rooted in the patient experience, a key focus for Halozyme, and span all stages of the product life cycle to deliver sustainable value for patients, prescribers, channel partners and payers. EVERSANA serves more than 650 life science organizations, including start-up and established pharmaceutical companies to advance life sciences solutions. Mr. Lang also currently serves as an executive advisor to a strategic private equity firm focused exclusively on building market-leading companies in the healthcare industry. Throughout his career, Mr. Lang has gained extensive international business experience having resided and worked in more than 20 countries. He has established start up business operations on several continents and has created business partnership in multiple countries for multinational companies. Finance and Capital Markets In his role as chief executive officer roles at EVERSANA and Decision Resources Group and as strategic consulting advisor to chief executive officers and boards of director, Mr. Lang has presided over several billion dollars of equity raising, debt financing, initial public offerings and take private transactions. Mr. Lang successfully built and led three service organizations, including EVERSANA, where he built the business through a series of M&A transactions, including over 20 acquisitions in seven years. These transactions transformed EVERSANA from a marketing agency of $30 million in revenue and 150 employees to over $1 billion in revenue with approximately 6,000 global employees. Previously, while at Decision Resources Group, he successfully led approximately 10 acquisitions, resulting in the company being acquired. Board Service Selection Criteria: As further described in Mr. Lang’s biography, the Nominating and Corporate Governance Committee believes that Ms. Lang has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) pharma business leadership and operations, (ii) complementary business/industry segment experience, (iii) international business, (iv) finance and capital markets and (v) M&A. Ms. Lang’s extensive industry and financial experience, including his experience as chief executive officer at EVERSANA, combined with his business acumen and experience serving on other public company boards, provide our Board with valuable expertise, leading the Nominating and Corporate Governance Committee to determine that Mr. Lang should serve as one of our directors.

  6. Directors Continuing in Office Until the 2028 Annual Meeting

    Directors Continuing in Office Until the 2028 Annual Meeting Jeffrey W. Henderson (age 61) Director Since: 2015

  7. Board Chair

    Board Chair Board Committees: Audit Committee Key Skills: Pharma Business Leadership and Operations, Complementary Business/Industry Segment Experience, International Business, Human Capital Management, Finance and Capital Markets, M&A, Risk Management Other Current Public Company Boards: Becton Dickinson and Company, a medical technology company Qualcomm, Inc., a wireless communications and semiconductor company Recent Past Public Company Board Experience: Fibrogen, Inc., a biotechnology company Mr. Henderson brings over 30 years of financial, commercial and pharmaceutical industry expertise to the Board of Directors. He has served as President of JWH Consulting LLC, an investment and business advisory firm, since January 2018. From 2015 to 2019, he served as a Healthcare Advisory Director to Berkshire Partners LLC. Mr. Henderson previously served as the Chief Financial Officer of Cardinal Health, Inc., a multinational health care services company, from May 2005 to November 2014, and in an executive capacity until his retirement from Cardinal in August 2015. From 1998 to 2005, Mr. Henderson held various senior management positions at Eli Lilly and Company, a multinational pharmaceutical company, including President and General Manager, Eli Lilly Canada, Inc. and Controller and Treasurer of Eli Lilly, Inc. He received his BS in electrical engineering from Kettering University, Flint, Mich., and his MBA from Harvard Graduate School of Business Administration and he has completed the NACD/Carnegie Mellon University CERT Certificate in Cyber-Risk Oversight program for governance professionals. Key Skills and Experience: Mr. Henderson gained deep experience in a broad range of business and operational topics during his nearly 10-year tenure as Chief Financial Officer for Cardinal Health, a $100 billion health care products and services company. During a portion of this tenure he was also responsible for commercial operations in China and Canada. These experiences built on prior expertise, specifically gained in pharmaceuticals, when he served as general manager of Eli Lilly Canada and Controller/Treasurer of Eli Lilly Inc. Complementary Business/Industry Segment Experience As a member of the board of directors of Becton Dickinson, a leading global medical technology company, and during his time as an executive at Cardinal Health, Mr. Henderson has gained a deep exposure to, and experience in, key aspects of the medical device business and market. In his almost 15 years experience as Chief Financial Officer at Cardinal Health and Controller/Treasurer at Eli Lilly, Mr. Henderson gained extensive experience in finance and capital markets. During his tenure at Cardinal Health, the company acquired more than 30 companies, spun-off or sold multi-billion-dollar businesses and expanded into new geographic locations and market segments. During his time with the PE firm of Berkshire Partners, he was involved in the identification, evaluation and execution of multiple acquisition opportunities in the healthcare sector. Risk Management In his positions as a Chief Financial Officer for Cardinal Health and Controller/Treasurer at Eli Lilly, Mr. Henderson played a key role in risk identification and risk mitigation. Further, Mr. Henderson has been operationally accountable for commercial operations in both China (Cardinal Health) and Canada (Eli Lilly and Cardinal Health). These unique experiences in both staff and line roles enable a broad perspective on identifying potential risks and risk management. Human Capital Management Mr. Henderson has substantial experience leading organizations with multi-thousands of employees, including related aspects of organizational and compensation/incentive design. Board Service Selection Criteria: As further described in Mr. Henderson’s biography, the Nominating and Corporate Governance Committee believes Mr. Henderson has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) pharma business leadership and operations, (ii) complementary business and industry segment experience, (iii) international business, (iv) human capital management, (v) finance and capital markets, (vi) M&A and (vii) risk management. Mr. Henderson’s extensive experience serving in executive leadership positions, including as Chief Financial Officer, with large publicly-traded healthcare and pharmaceutical corporations, combined with his business acumen and judgment, including his qualifications as an audit committee financial expert, provide our Board with valuable financial, strategic and operational expertise and leadership skills, leading the Nominating and Corporate Governance Committee to determine that Mr. Henderson should serve as one of our directors. Helen I. Torley, M.B. Ch.B., M.R.C.P. (age 63) Director Since: 2014 President and Chief Executive Officer Key Skills: Medicine and Science, Pharma Business Leadership and Operations, Human Capital Management, Finance and Capital Markets, M&A, Risk Management Recent Past Public Company Board Experience: Quest Diagnostics Incorporated, a diagnostic information services company Dr Torley brings over 30 years of drug development, drug commercialization and general management expertise in pharmaceutical and biotechnology to the Board of Directors. She has served as Chief Executive Officer (“CEO”) of Halozyme since 2014, successfully leading the company through a critical strategic transition in 2019. Dr Torley previously served as Chief Commercial Officer at Onyx Pharmaceuticals from 2011-2013, leading the successful US launch for Kyprolis ® (Carfilzomib), until the acquisition of Onyx by Amgen in 2013. From 2002-2011 Dr Torley held several senior commercial positions at Amgen including Vice President and General Manager US Bone Health and Vice President and General Manager US Nephrology. In these positions she led the successful launches of Prolia® (denosumab) and Sensipar® (cinacalcet) and significantly grew Epogen® (Epoetin alfa) and Aranesp® (darbepoetin alfa) revenue. From 1997-2002 she held a range of senior sales and marketing leadership positions at Bristol Myers Squib. She began her industry career at Sandoz, which merged with Ciba-Geigy to become Novartis in 1996, where she held a range of positions of increasing responsibility in Clinical Development, culminating in the position of Vice President of Medical Affairs, responsible for overseeing the design and conduct of a broad portfolio of clinical studies across nephrology, rheumatology, oncology and CNS indications. She received her M.B.Ch.B. degree (US equivalent to MD) from the University of Glasgow, Scotland and her M.R.C.P from the Royal College of Physicians, Glasgow, Scotland. Medicine and Science Dr. Torley is a trained physician who while in clinical practice specialized in Internal Medicine and Rheumatology. She served in leadership positions at Sandoz/Novartis from1990 to 1997, most recently as Vice President, Medical Affairs where she oversaw the design and conduct of Phase 1 through 4 clinical studies across multiple disease areas. While at Sandoz/Novartis she led clinical development programs for new products being evaluated in organ transplantation and rheumatoid arthritis and wrote and submitted New Drug Application filings. She has led and played key strategic positions in multiple successful FDA Advisory Committee meetings including for Neoral® (cyclosporin) in Rheumatoid Arthritis, Neoral (cyclosporin) in Organ Transplantation, Epogen® (Epoetin alfa) in anemia in chronic renal failure and HyQvia (immune Globulin infusion 10% with Recombinant Human Hyaluronidase) in Primary Immune Deficiency. Pharma Business Leadership and Operations

  8. Board Chair

    Dr. Torley gained deep experience in a broad range of business and operational topics in her commercial positions. In particular, as General Manager of Bone Health and Nephrology at Amgen and as Chief Commercial Officer at Onyx, she was responsible for hiring and leading sales and marketing organizations, including hiring and training a more than 650-person team for a new drug launch, working on policy topics related to her products and leading three successful new product launches. Human Capital Management Dr. Torley has substantial experience leading large organizations, ranging from 120 to approximately 700 people. Her human capital management experiences include hiring and successfully onboarding large new sales teams into an established culture and effective reorganizations as dictated by changes in strategy. She has a strong focus on and understanding of the important role organizational culture, diverse teams, talent development and accountability play in driving results and success. Finance and Capital Markets and M&A As CEO of Halozyme, Dr. Torley has gained experience in Finance and Capital Markets including direct experience with raising over $1.5 billion through follow-on offerings and through three convertible debt offerings, and executing three share repurchase programs resulting in approximately $1.55 billion in capital returned to stockholders to date. During her time at Amgen, Onyx and Halozyme, she has been involved with and has led the identification and evaluation of multiple acquisition opportunities, and the execution of several acquisitions including Halozyme’s acquisition of three companies during her tenure as our chief executive officer. Risk Management In her position as CEO of Halozyme, Dr. Torley plays a key role in risk identification and mitigation. In addition, in her previous positions with other organizations as Chief Commercial Officer and General Manager in which she was accountable for commercial launches, a key accountability was risk identification and mitigation. This wide range of experiences enable a broad perspective on identifying potential risks and executing appropriate mitigations strategies. Board Service Selection Criteria: As further described in her biography, the Nominating and Corporate Governance Committee believes Dr. Torley has the relevant background in the following areas which the committee believes are important to service on the Company’s Board of Directors: (i) medicine and science, (ii) pharma business leadership and operations, (iii) human capital management, (iv) finance and capital markets, (v) risk management and (vi) M&A. Dr. Torley’s extensive commercial and operational experience, including successful launches of products, and her deep knowledge of the biotechnology industry and the competitive environment, her service as our Chief Executive Officer during which time she has led the successful acquisition of three companies, combined with her business acumen and judgment, provide our Board with valuable commercial and operational expertise and leadership skills, leading the Nominating and Corporate Governance Committee to determine that Dr. Torley should serve as one of our directors.

  9. Executive Summary

    (1)Ms. Caudill was appointed Senior Vice President, Chief Operating Officer of the Company on October 1, 2025 and previously served as Senior Vice President, Chief Operations Officer since October 2023. (2)Mr. LaBarre retired as Chief Technical Officer of the Company on March 17, 2025. Executive Compensation Highlights Our executive compensation program ties a substantial portion of each executive’s overall compensation to the achievement of key strategic, financial and operational goals and aligns the interests of executive officers with stockholders by annually awarding long-term equity-based incentives (“LTI”), in the form of time-vesting restricted stock units (“RSUs”), performance-vesting stock units (“PSUs”) and stock options. Consistent with this approach, the compensation of our NEOs for 2025 featured: •Total Revenue from Existing Sources1, New Revenue1, and Adjusted EBITDA1 growth performance goals were established for the threshold, base and maximum targets under our 2025 annual cash incentive program. Actual Total Revenue from Existing Sources attainment was $1,350 million, which was 200% to target, New Revenue attainment did not achieve threshold and was 0% to target, and Adjusted EBITDA was $913 million, which was 200% to target. Actual cash payouts under the 2025 annual cash incentive program for the NEO ranged from 127.5% to 153% of target, with the cash payouts driven by a corporate performance factor under the program of 127.5%. •a compensation package more heavily weighted toward long-term equity-based incentive compensation than salary and shorter-term annual cash incentives in order to emphasize the focus on our long-term performance and stockholder value, •long-term equity-based incentives that were heavily weighted toward performance – in addition to the value of all awards being dependent on our stock price, the annual awards granted in 2025 consisted of 50% PSUs which are subject to performance-based vesting conditions, 15% stock options, which have value only if our stock price increases after the date of grant of the awards, and 35% RSUs, the value of which depends on our future stock price when the awards vest, •a one-time performance-based equity award was granted to Dr. Torley in December 2025 that is 100% performance -based and can be earned over four years for achievement of meaningful stock price hurdles that reflect significant shareholder value creation, •stock ownership and stock retention guidelines, encouraging executives to maintain a meaningful ownership position in the Company, focus on our long-term performance and discourage unreasonable risk-taking, 1 We use “Total Revenue from Existing Sources” in this Compensation Discussion and Analysis (“CD&A”) to mean the Company’s total revenue for the year excluding New Revenue. We use “New Revenue” in this CD&A to mean the Company’s revenue for the year derived from new collaborations, milestones, and nominations that were not in the Company’s base financial plan for the year and were the result of new opportunity creation. We use “Adjusted EBITDA” in this CD&A to refer to the Company’s earnings for the year excluding interest, taxes, depreciation and amortization, and excluding one-time items, if any, such as changes in contingent liabilities, inventory adjustments, impairment charges, and acquired in process research and development expense that we feel are not reflective of our core operating performance. Total Revenue from Existing Sources and Adjusted EBITDA do not include revenue we received during the year resulting from first commercial sale milestones related to Amivantamab. This additional revenue was not included at the time the corporate goals were established as it was dependent upon regulatory approvals, and it was determined that if an approval was granted and subsequent commercial launch occurred, the incremental revenue would be excluded from the performance measurement. •a recoupment (or “claw back”) policy covering certain compensation elements in the event of an accounting restatement due to material noncompliance with any financial reporting requirements, •a practice of not including tax gross-ups in ongoing compensation arrangements, •no “single trigger” provisions in executive and employee change-in-control agreements and arrangements (i.e., payout or vesting is not triggered automatically upon a change-in-control), and •no material perquisites. Stockholder Engagement The Board and the Compensation Committee value the input of our stockholders regarding the Company’s governance practices and the design and effectiveness of our executive compensation program. Halozyme conducts regular outreach to our stockholders to build relationships and solicit feedback on these topics. In addition, our stockholders are provided with an opportunity to cast an advisory vote on our executive compensation program every year through the “say-on-pay” proposal. At our 2025 annual meeting of stockholders, our stockholders approved, on a non-binding, advisory basis, the compensation paid to our NEOs described in our 2025 proxy statement. Approximately 96.1% of the votes cast on the matter were voted in favor of this “say-on-pay” proposal. The Compensation Committee considered the voting results and high level of stockholder support of the prior year when establishing our executive compensation programs for fiscal 2026. When making future compensation decisions for our executive officers, the Compensation Committee will continue to consider the opinions that stockholders express through our stockholder engagement program and through our annual “say-on-pay” advisory votes. 2025 Business Highlights Halozyme’s strong financial and operating performance in 2025 was supported by internal corporate developments and significant growth and advancements with our ENHANZE® collaboration partners. The key developments and achievements in 2025 include: •Strong stockholder return, with the per share price of our common stock up 40% during 2025 (from NASDAQ closing price of $48.01 on January 2, 2025 to a NASDAQ closing price of $67.30 on December 31, 2025) and up 272% over five years (from a NASDAQ closing price of $18.10 on January 2, 2020 to a NASDAQ closing price of $67.30 on December 31, 2025). •Reported record total revenues of $1,397 million, which increased 38% from $1,015 million in 2024. •Revenues from royalties of $868 million which increased 52% from $571 million in 2024 driven primarily by continued sales uptake of DARZALEX subcutaneous (“SC”) from Janssen, Phesgo by Roche and VYVGART Hytrulo by argenx. •Defense of our MDASE™ SC delivery technology intellectual property by filing a patent infringement lawsuit against Merck and obtaining a preliminary injunction from a German court ordering Merk to refrain from distributing and offering Keytruda SC in Germany. We believe the SC formulation of Merck's cancer medicine, Keytruda, infringes multiple patents that protect our MDASE™ SC delivery technology. •Returned approximately $342.3 million in capital to our stockholders through the successful completion of the repurchase of approximately 6.5 million shares of stock including the repurchase of approximately 4.8 million shares at an average price of $52.09 per share and approximately 1.7 million shares at an average price of $52.89 per share. •Successful completion of a $1.5 billion convertible note offering with a portion of the proceeds used to repurchase existing convertible notes and resulting in a lower effective interest rate. •Successful completion of the acquisition of Elektrofi, Inc. and Surf Bio, Inc. resulting in an expansion of our drug delivery technology development portfolio and the potential for future licensing opportunities.

  10. Executive Summary

    | | What We Do | | What We Do Not Do | | ✓ | Pay annual bonus based on the achievement of Company financial and strategic goals, and in the case of NEOs other than the CEO, individual performance, and contribution in achieving those goals | × | No guaranteed annual bonus payouts | | ✓ | Grant PSUs as significant portion of annual LTI awards for all executive officers | × | No severance payments or benefits for executives who voluntarily terminate their employment | | ✓ | Cap the annual bonus plan payout | × | No buyback of stock awards or repricing of stock options without shareholder approval | | ✓ | Prohibit executive officer hedging and pledging of Company stock | × | No executive single-trigger change in control benefits | | ✓ | Maintain an executive officer recoupment (“claw back”) policy for accounting restatements | × | No material perquisites | | ✓ | Maintain robust stock ownership and retention guidelines for all executive officers | × | No supplemental executive benefits | | ✓ | Conduct an annual comprehensive compensation program risk assessment | × | No tax gross-ups in ongoing compensation arrangements |

  11. Executive Total Rewards Philosophy

    | Compensation Element | Purpose | | Base Salary | • Provides a fixed amount of cash compensation for services rendered based on individual performance, job scope, experience and competitive market for talent | | Annual Cash Incentive | • Motivates and rewards fiscal year contribution to company performance against pre-established financial and operational goals and objectives | | Long-term Incentives | • Align compensation with the creation of stockholder value (as the value of equity awards generally, and stock options in particular, depends on stock price) and, in the case of PSUs, the achievement of relative total shareholder return goals and other performance objectives we consider important to our long-term success • Increase executive stock ownership and alignment with stockholder interests • Serve as a key retention device |

  12. Executive Total Rewards Philosophy

    In addition, our NEOs are eligible to receive severance payments and benefits in connection with a qualifying termination of employment under our executive Change-in-Control Agreements and our severance policy for covered terminations unrelated to a change in control, each as described in more detail below. We also provide our NEOs with the same package of benefits that are provided to substantially all our full-time employees, including Company matching contributions to a 401(k) plan, health insurance, group term life insurance, and disability income insurance. From time to time, we may also provide relocation assistance in connection with the recruitment of an employee with needed skills and experience. No material perquisites or supplemental executive benefits were provided to our NEOs in 2025. As shown below, the majority of our NEOs’ target total direct compensation for 2025 (base salary, target annual cash incentive, and LTI awards, taken into account at their fair value on the grant date) was variable (target annual cash incentive and LTI awards), with the single largest component (LTI awards) based on Halozyme’s stock price performance. Base Salary The Compensation Committee determines base salaries for NEOs each year based upon the following factors (with no specific weight applied to each factor): •the scope and complexity of the NEO’s responsibilities, •a review of external market practices (a more detailed description of the methodology used to assess external market practices is provided below), •the NEO’s experience, •internal pay equity, and •the CEO’s evaluation of the NEO’s performance and contribution to the short- and long-term success of Halozyme (in the case of the CEO, the evaluation is done in executive session by the Compensation Committee with input from the other independent members of the Board of Directors). As reflected in the table below, 2025 annual base salary levels were increased by 4.2% for the CEO, and between 2.0% and 6.9% for the other NEOs. The base salary increases for our NEOs were approved by the Compensation Committee after taking into account the base salaries paid to peer group executives holding similar positions and other factors described above.

  13. Executive Total Rewards Philosophy

    Annual Cash Incentive NEOs participate each year in the Employee Bonus Plan (“EBP”). The actual cash incentive paid to each NEO with respect to 2025 was determined based on each NEO’s target annual cash incentive opportunity and the performance of Halozyme as measured by the level of achievement of ten metrics (together, “Corporate Performance”), of which three are tied to financial performance and have a combined 70% weighting, four are tied to operational performance and have a combined 15% weighting, and three are tied to long-term value creation goals and have a combined 15% weighting. As CEO, Dr. Torley is responsible for overall corporate performance, and accordingly, her EBP incentive opportunity is based entirely on the attainment of objective, pre-established Corporate Performance goals without applying an individual performance adjustment. For the other NEOs, the Compensation Committee may modify final payouts based on individual performance during the year relative to the level of achievement of personal goals (“Individual Performance Factor”), and the NEO must achieve at least 60% of his/her individual performance objectives in order to be eligible for a cash incentive payment. In all events, an NEO’s total payout cannot exceed two times the target cash annual incentive opportunity for the NEO. The Compensation Committee sets each NEO’s target annual cash incentive opportunity as a percentage of the NEO’s base salary, taking into account the same factors as are considered in NEO base salary determinations. As shown in the chart below, Ms. Caudill’s target percentage was set at 50% of her base salary in connection with her appointment as Chief Operating Officer and no changes were made to target annual cash incentive opportunities for the other NEOs in 2025 (also reflected as a percentage of base salary). For the purposes of calculating the Chief Operating Officer bonus, the target bonus for each part of the year was prorated based on role.

  14. Executive Total Rewards Philosophy

    | Executive Officer | 2024 Target Bonus (% Salary) | 2025 Target Bonus (% Salary) | 2025 Target Bonus ($) | | Helen I. Torley | 90% | 90% | 900,000 | | Nicole LaBrosse | 50% | 50% | 302,094 | | Mark Snyder | 50% | 50% | 309,500 | | Cortney Caudill | 50% | 50% | 300,000 | | Michael J. LaBarre | 50% | 50% | 283,600 |

  15. Executive Total Rewards Philosophy

    Corporate Performance. Corporate goals were established by the Compensation Committee (with input from the full Board of Directors) to tie the compensation of our NEOs to the Company’s achievement of annual operating objectives that were viewed as long-term drivers of sustainable value creation. EBP funding ranges between 0% and 200% for each of the ten goals across the three performance categories. The Board of Directors approved the threshold, target, and maximum goals/level of performance for each metric. The 2025 EBP framework was comprised of three Corporate Performance categories, each with its own goals: (i) achievement of key financial and strategic objectives (weighted 70% of the overall incentive opportunity, with three component performance goals), (ii) operational effectiveness and efficiency (weighted 15% of the overall incentive opportunity, with four component performance goals), and (iii) long-term value and revenue creation (weighted 15% of the overall incentive opportunity, with three component performance goals). The specific Corporate Performance goals in each category and their individual weightings are identified in the table below. Goals related to artificial intelligence initiatives, completing process performance qualification batches for API, advancing preparedness for implementing a new enterprise resource planning system, and signing a new commercial supply agreement were included in the framework in 2025 aligning company focus on attainment of these goals. We again used growth in revenues and Adjusted EBITDA as financial performance measures under the 2025 EBP because they are common metrics used to measure performance and widely understood by investors. The Compensation Committee is responsible for certifying actual performance relative to the Corporate Performance goals under the EBP following completion of the fiscal year. After reviewing the Company’s performance results in 2025, the Compensation Committee determined the Corporate Performance factor under the 2025 EBP was achieved at 127.5% of the targeted level for the NEOs. The table below includes all the 2025 EBP Corporate Performance goals that were achieved at “threshold” funding levels or above and shows the actual result for each metric that contributed to the 127.5% Corporate Performance factor.

  16. Executive Total Rewards Philosophy

    ________________ (1)As noted above, Dr. Torley’s payout is based entirely on the attainment of objective, pre-established corporate performance goals without applying an individual performance factor. (2)Ms. Caudill was promoted to Chief Operating Officer on October 1, 2025. Her 2025 bonus was prorated to reflect her service as Chief Operations Officer prior to her promotion and service as Chief Operating Officer starting on October 1, 2025. (3)Mr. LaBarre retired from the Company on March 17, 2025 and was not eligible for payout under the 2025 EBP. LTI Compensation All grants of LTI compensation are made under our stockholder-approved equity incentive plan. The Compensation Committee utilized three vehicles to deliver LTI awards to NEOs during 2025: Stock Options are strongly aligned with stockholder interests because they deliver value to the NEO only if the value of our stock at the time of exercise exceeds the stock price on the day of grant. As a result, the Compensation Committee believes stock options encourage executives to focus on the decisions and behaviors required to support long-term sustainable increases in our stock price. Time-vesting RSUs provide a counterbalance to the more uncertain value associated with stock options and PSUs while still maintaining alignment with the interests of our long-term stockholders, as the value of RSUs fluctuates (up or down) with changes in our stock price. As a result, the Compensation Committee believes time-vesting RSUs encourage executives to make decisions consistent with the long-term interests of our stockholders and help support retention. Stock options and time-vesting RSUs granted to our NEOs in 2025 generally vest over a four-year period subject to continued employment. PSUs help link our equity incentive program to achievement of specific performance goals established by the Compensation Committee. The Compensation Committee believes that the grant of PSUs furthers our executive compensation philosophy to tie achievement of company performance with executive compensation, aligns the interests of executive officers with our stockholders and encourages long-term performance. The PSUs granted to the NEOs in 2025 are eligible to cliff vest after a three-year period following the grant date provided they are earned based achievement of the applicable performance goals. The NEOs were granted two types of PSU awards for 2025: PSUs that are eligible to vest based on our relative TSR over a three-year performance period (“Relative TSR PSUs”), and PSUs that are eligible to vest based on new collaboration deals and nominations during 2025 (“Deal/Nomination PSUs”). Relative TSR PSUs. To determine the vesting of Relative TSR PSUs, our TSR performance is measured against the component companies of the NASDAQ Biotechnology Index (excluding companies that had not been listed or traded on a national securities exchange for at least three consecutive years as of October 31, 2024, those that had gross revenue of less than $100 million for the period of four consecutive calendar quarters ending with the last fiscal quarter for which there were publicly disclosed financial results as of October 31, 2024, and those that cease to be publicly-traded during the applicable performance period other than due to insolvency). One-third of the target Relative TSR PSUs are earned based on performance over three discrete performance periods each beginning on the grant date of the awards, with the first ending December 31, 2025, the second ending December 31, 2026, and the third ending December 31, 2027, but only vest on the third anniversary of the grant date as described above. For purposes of these awards, TSR for Halozyme and the applicable subset of component companies is based on a 20-trading day average trading price beginning on the PSU grant date and a 20-trading day average trading price ending on the last day of the applicable performance period. Dividend equivalents, if any, will be accrued as additional stock units and delivered with earned shares at vesting. The potential vesting percentages for the 2025 Relative TSR PSUs, as determined for each performance period and to be applied to the target number of PSUs allocated to that performance period, are as follows (with the percentage determined by linear interpolation for performance between the 25th and 75th Relative TSR percentiles):

  17. Executive Total Rewards Philosophy

    | | Company TSR Relative to Comparison Group TSR for the Performance Period | Vesting Percentage | | Maximum | 75th Percentile or Higher | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | Below Threshold | < 25th Percentile | 0% |

  18. Executive Total Rewards Philosophy

    Relative TSR PSUs eligible to vest based on performance become vested on the third anniversary of the grant date of the award following certification of performance results and subject to continued employment through the vesting date. The three-year cliff vesting schedule serves as an additional retention incentive and incentive for stock price performance for the entire three-year period covered by the Relative TSR PSUs to support long-term alignment with our stockholders. Relative TSR PSUs eligible to vest based on performance become vested on the third anniversary of the grant date following certification of performance results and subject to continued employment through the vesting date. The three-year cliff vesting schedule serves as an additional retention incentive and incentive for stock price performance for the entire three-year period covered by the Relative TSR PSUs to support long-term alignment with our stockholders. Deal/Nomination PSUs. Performance for the Deal/Nomination PSUs is measured based on the number of “points credited” for new Company deals and nominations, with points earned based on the occurrence of the following events in 2025: (a) a new collaboration deal signed by the Company for SVAI (2.5ml or less excluding ENHANZE®) (an “SVAI Deal”), (b) a new collaboration deal signed by the Company to add high-volume auto-injector (“HVAI”) to an existing nominated target (a “HVAI Deal Added to Existing ENHANZE® Target”), (c) a new target nomination under an existing collaboration for any delivery offering by the Company (SVAI, HVAI, or ENHANZE® only) (a “New Nomination”), and (d) a new collaboration deal signed by the Company for ENHANZE® on its own, or ENHANZE® with HVAI (a “New ENHANZE® +/- HVAI Deal”). The total number of points credited for 2025 is then used to determine the number of Deal/Nomination PSUs earned, (earned percentage determined by linear interpolation if the number of points credited is between 5 and 20):

  19. Executive Total Rewards Philosophy

    Deal/Nomination PSUs eligible to vest based on performance become vested on the third anniversary of the grant date of the award, subject to continued employment through the vesting date. The three-year cliff vesting schedule serves as an additional retention incentive and incentive for stock price performance for the entire three-year period covered by the Deal/Nomination PSUs to support long-term alignment with our stockholders. 2025 Annual LTI Awards For 2025, the Compensation Committee awarded annual LTI compensation for the NEOs based on the grant date value the Committee determined appropriate considering their assessment of annual equity award grants to peer group executives holding similar positions, and taking into account their assessment of the executive’s experience, expected contribution to the long-term success of the Company, and skill-set relative to industry peers at biopharmaceutical companies (with no specific weight applied to each factor). The Compensation Committee also determined that the annual award value for each NEO would be allocated 50% PSUs (at target), 15% in stock options and 35% in RSUs. Accordingly, the Compensation Committee awarded the following LTI values to our NEOs in 2025:

  20. Executive Total Rewards Philosophy

    | Name | Option Awards ($) | RSUs ($) | PSUs ($) | Total ($) | | Helen I. Torley | 1,650,000 | 3,850,000 | 15,500,000 | 21,000,000 | | Nicole LaBrosse | 525,000 | 1,225,000 | 1,750,000 | 3,500,000 | | Mark Snyder | 525,000 | 1,750,000 | 1,225,000 | 3,500,000 | | Cortney Caudill | 262,500 | 612,500 | 875,000 | 1,750,000 | | Michael J. LaBarre | 276,450 | 645,050 | 921,500 | 1,843,000 |

  21. Executive Total Rewards Philosophy

    For each NEO, half the target PSU value was awarded in the form of Relative TSR PSUs and half the target PSU value was awarded in the form of Deal/Nomination PSUs. For each NEO, the LTI value allocated to an award was converted into a number of shares based on (i) in the case of RSUs and the target number of Deal/Nomination PSUs, the closing price of our stock on the grant date, and (ii) in the case of options and the target number of Relative TSR PSUs, the per-share fair value of the award on the grant date awards as determined under applicable accounting rules, and rounding up to a whole share. The grant date fair value of the options was determined using the Black-Scholes option valuation methodology. The grant date fair value of the Relative TSR PSUs was determined using a Monte Carlo simulation. Differences between the LTI values approved by the Compensation Committee, as shown above, and the actual grant date fair values of the awards as included in the executive compensation tables following the CD&A are due to the rounding of fractional share interests in accordance with the methodology approved by the Compensation Committee. In connection with her appointment as Chief Operating Officer, Ms. Caudill received an additional one-time equity award with a grant date value of $500,000, delivered 50% in stock options and 50% in RSUs, each of which vests in accordance with the four-year vesting schedule applicable to options and RSUs granted to other NEOs in 2025, as described above. This award was granted to account for Ms. Caudill’s additional responsibilities as Chief Operating Officer and to better align her 2025 compensation in her new position with peer group executives in similar positions. Pursuant to the terms of Mr. LaBarre’s award agreements, his outstanding and unvested LTI awards were forfeited upon his retirement. PSU Award Vesting The Compensation Committee has determined that, as to the one-third of the Relative TSR PSUs awarded in 2025 that correspond to a performance period ended December 31, 2025, 66.67% of such PSUs are eligible to vest based on our relative TSR measured against the applicable subset of component companies of the NASDAQ Biotechnology Index for that period (our TSR for that period was 8.90% and this placed us at the 33rd percentile against the comparison group of companies for that period). In addition, the Compensation Committee determined that, as to the Deal/Nomination PSUs awarded in 2025, seven new nominations had occurred during 2025, resulting in 17.5 points being credited for such deals and nominations as described above and, accordingly, that 175% of such PSUs are eligible to vest. The PSUs subject to each of these Relative TSR PSU and Deal/Nomination PSU awards remain unvested, with vesting subject to continued employment through the third anniversary of the grant date of the awards. We awarded PSUs to each of the NEOs in 2023 and 2024 that are similar to the Relative TSR PSUs awarded in 2025 described above. The Compensation Committee has determined that, as to the one-third of the PSUs awarded in 2023 that correspond to a three-year performance period ended December 31, 2025, 122.89% of such PSUs are eligible to vest based on our relative TSR measured against the applicable subset of component companies of the NASDAQ Biotechnology Index for that period (our TSR for that period was 43.20% and this placed us at the 43rd percentile against the comparison group of companies for that period). The PSUs vested on the third anniversary of the grant date of the awards. The Compensation Committee has also determined that, as to the one-third of the PSUs awarded in 2024 that correspond to a two-year performance period ended December 31, 2025, 140.91% of such PSUs are eligible to vest based on our relative TSR measured against the applicable subset of component companies of the NASDAQ Biotechnology Index for that period (our TSR for that period was 60.10% and this placed us at the 70th percentile against the comparison group of companies for that period). These PSUs remain unvested, with vesting subject to continued employment through the third anniversary of the grant date of the awards. With the addition of two licensable drug delivery technologies in 2025 the performance thresholds for >100% attainment were increased reflecting the increased opportunity and expectation. All other aspects of the program remain unchanged.

  22. Executive Total Rewards Philosophy

    | Performance Level | Total Unis Earned | % Target PSUs Attained | | Threshold | 5 | 50% | | Target | 10 | 100% | | | Increase from 15 to target of 19 | 150% | | Maximum | Increase from 20 to target of 24 | 200% |

  23. Executive Total Rewards Philosophy

    Competitive Peer Group The Compensation Committee annually selects a group of peer companies against which Halozyme benchmarks the competitiveness of executive pay levels and program design (referred to in this CD&A as our “peer group” or “peer companies”). The peer group companies are identified based upon the Compensation Committee’s assessment of each company’s similarity with Halozyme with respect to science/business model, revenue, and market capitalization. The peer group is reviewed annually by the Compensation Committee. For 2025 compensation decisions, the Compensation Committee utilized proxy data from the following companies, listed below. The Compensation Committee’s objective in selecting this peer group was to include a group of similar-sized public companies in the life sciences sector, with an emphasis on pharmaceutical and biotechnology companies with commercialized products. Targeted companies generally had revenues and market capitalization between 0.25x to 4.0x Halozyme’s size at the time of the analysis with Halozyme near the median on both measures.

  24. Executive Total Rewards Philosophy

    | 2025 Peer Group | | | | Acadia Pharmaceuticals Alkermes Amicus Therapeutics Apellis Pharmaceuticals BeiGene BioMarin Pharmaceutical | Blueprint Medicines Denali Therapeutics Exelixis Insmed Intra-Cellular Therapeutics Ionis Pharmaceuticals Ironwood Pharmaceuticals | Neurocrine Biosciences PTC Therapeutics Sarepta Therapeutics Ultragenyx Pharmaceuticals United Therapeutics |

  25. Executive Total Rewards Philosophy

    The following changes to the peer group were made for 2025: •Apellis Pharmaceuticals, Denali Therapeutics, and Intra-Cellular Therapeutics were added to the group based on the Compensation Committee’s assessment of the criteria noted above. •Alnylam Pharmaceuticals and Ligand Pharmaceuticals were removed from the group based on the Compensation Committee’s assessment that it no longer met the defined size. Independent Compensation Consultant The Compensation Committee retains F.W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to provide advice and counsel on matters related to our executive and non-employee director compensation program and FW Cook provides no other services to Halozyme. In 2025, FW Cook provided recommendations regarding the composition and selection of Halozyme’s peer group companies to be used with respect to 2025 and 2026 executive compensation decisions, performed a review of compensation levels and practices for similar executive positions at the peer group companies, advised regarding the compensation mix and levels for the NEOs, advised on the design and implementation of our annual LTI awards, reported on executive compensation trends and developments, advised on the special one-time PSU award for our CEO, and advised on the compensation arrangements for our non-employee directors. FW Cook reports directly to the Compensation Committee and regularly attends meetings of the Compensation Committee, as requested. The Compensation Committee assessed the independence of FW Cook pursuant to applicable rules and regulations of the SEC and NASDAQ and concluded that the engagement of FW Cook did not raise any conflicts of interest during fiscal 2025 and currently does not raise any conflicts of interest.

  26. Compensation Risk Assessment

    Compensation Risk Assessment Our Compensation Committee, with assistance from its independent compensation consultant and with input from members of management, annually reviews our compensation programs, policies and practices to determine whether they encourage risk-taking that could have a material adverse effect on the Company. As part of this review, the Company evaluates the primary components of its compensation programs to identify whether those components properly balance compensation opportunities and risk. Our Compensation Committee considers various factors, including the following: •The Company’s pay philosophy provides an effective balance in cash and equity award mix, short- and long-term performance periods, financial and non-financial performance, formulas and discretion. •The Company’s compensation programs include an appropriate mix of short- and long-term goals and incentives. •The Compensation Committee has the discretion to make positive and negative adjustments to payouts under the Company’s compensation plans. •Policies are in place to manage or mitigate risk, such as stock ownership guidelines, vesting periods on equity awards, insider-trading prohibitions that also restrict hedging and pledging, recoupment policy and provisions, and independent Compensation Committee oversight. •The Company’s design and oversight principles also apply to its broad-based employee compensation plans. Based on this review and with input from its independent compensation consultant, the Compensation Committee concluded that the risks arising from the Company’s compensation programs, policies and practices, for both our executive officers and our other employees, are not reasonably likely to have a material adverse effect on Halozyme.

  27. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2025, 2024 and 2023 by each individual who acted as our principal executive officer, our principal financial officer, and our other most highly compensated executive officers during the fiscal year ended December 31, 2025.

  28. 2025 Summary Compensation Table

    | 2025 SUMMARY COMPENSATION TABLE | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(3) | Option Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Helen I. Torley | 2025 | 1,000,000 | — | 19,350,145 | 1,650,014 | 1,147,500 | 18,564 | 23,166,223 | | President and Chief Executive Officer | 2024 | 960,000 | — | 8,840,059 | 1,560,006 | 1,363,392 | 17,964 | 12,741,421 | | | 2023 | 920,000 | — | 6,200,011 | 3,800,007 | 883,476 | 17,364 | 11,820,858 | | Nicole LaBrosse | 2025 | 604,188 | — | 2,975,129 | 525,004 | 462,203 | 12,290 | 4,578,814 | | Senior Vice President, Chief Financial Officer | 2024 | 568,188 | — | 2,635,082 | 465,006 | 537,960 | 12,040 | 4,218,276 | | | 2023 | 546,188 | — | 1,800,055 | 1,200,001 | 291,391 | 11,784 | 3,849,419 | | Mark Snyder | 2025 | 619,000 | — | 2,975,129 | 525,004 | 394,613 | 17,822 | 4,531,568 | | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2024 | 579,000 | — | 3,762,579 | 487,517 | 548,197 | 17,572 | 5,394,865 | | | 2023 | 546,000 | — | 1,620,053 | 1,080,003 | 349,549 | 17,322 | 3,612,927 | | Cortney Caudill(6) | 2025 | 561,000 | — | 1,737,646 | 512,535 | 382,500 | 9,225 | 3,202,906 | | Senior Vice President, Chief Operating Officer | | | | | | | | | | Michael J. LaBarre(7) | 2025 | 120,315 | — | 1,566,640 | 276,450 | — | 90,237 | 2,053,642 | | Former Senior Vice President, Chief Technical Officer | 2024 | 556,200 | — | 1,870,112 | 330,010 | 263,305 | 18,814 | 3,038,441 | | | 2023 | 538,200 | | 1,440,042 | 960,005 | 287,130 | 18,564 | 3,243,941 |

  29. 2025 Summary Compensation Table

    ________________ (1)This column represents the grant date fair value of stock awards granted to the NEOs in fiscal years 2025, 2024 and 2023, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. For additional information on the valuation assumptions used by us in calculating these amounts refer to Note 9 of the Notes to Consolidated Financial Statements, filed as part of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 18, 2026. Stock awards granted to executive officers consist of RSUs and PSUs. A portion of the amounts reported in this column for each NEO for each fiscal year reflect the grant-date fair value of PSUs granted to the executives during that fiscal year. In accordance with applicable SEC rules, these amounts were determined based on the probable outcome (determined as of the date of grant of the awards) of the performance-based conditions applicable to the awards. For these purposes, the grant date fair value for the Deal/Nomination PSU awards granted to each of the NEOs was determined based on the “target” vesting level applicable to the award (which we considered to be the probable outcome as of the date of grant of the awards) and the grant date fair value for the Relative TSR PSU awards granted to each of the NEOs was determined based on a Monte Carlo simulation pricing model (which probability weights multiple potential outcomes) as of the date of grant of the awards. The significant assumptions used in the Monte Carlo simulation pricing model were as follows:

  30. 2025 Summary Compensation Table

    | | 2025 | 2024 | 2023 | | Expected volatility | 40.03%-41.42% | 40.08% | 39.38% | | Risk-free interest rate | 3.64%-4.18% | 4.28% | 4.27% | | Expected dividend yield | — | — | — |

  31. 2025 Summary Compensation Table

    The following table presents the aggregate grant-date fair value of these performance-based awards granted in fiscal years 2025, 2024 and 2023 included in the “Stock Awards” column for those years and the aggregate grant-date fair value of these awards assuming that the highest level of performance conditions was achieved.

  32. 2025 Summary Compensation Table

    | | Aggregate Grant Date Fair Value of Performance Awards (Fiscal 2025) | | Aggregate Grant Date Fair Value of Performance Awards (Fiscal 2024) | | Aggregate Grant Date Fair Value of Performance Awards (Fiscal 2023) | | | Name | Based on Probable Outcome as of the Grant Date ($) | Based on Maximum Performance ($) | Based on Probable Outcome as of the Grant Date ($) | Based on Maximum Performance ($) | Based on Probable Outcome as of the Grant Date ($) | Based on Maximum Performance ($) | | Helen I. Torley | 15,500,114 | 29,625,205 | 5,200,043 | 9,100,073 | 2,875,010 | 4,312,515 | | Nicole LaBrosse | 1,750,106 | 3,062,685 | 1,550,062 | 2,712,603 | 750,028 | 1,125,043 | | Mark Snyder | 1,750,106 | 3,062,685 | 1,625,071 | 2,843,875 | 675,049 | 1,012,574 | | Cortney Caudill | 875,053 | 1,531,343 | — | — | — | — | | Michael J. LaBarre | 921,589 | 1,612,781 | 1,100,081 | 1,925,138 | 600,011 | 900,016 |

  33. 2025 Summary Compensation Table

    (2)This column represents the grant date fair value of stock options granted to the NEOs in fiscal years 2025, 2024 and 2023, in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. For additional information on the valuation assumptions used by us in calculating these amounts refer to Note 9 of the Notes to Consolidated Financial Statements, filed as part of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 18, 2026. (3)The amounts reported in the Summary Compensation Table for stock awards and option awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on stock price fluctuations and the NEO’s continued employment. The exact share amounts and the value of awards made to the NEOs in fiscal 2025, are available in the “2025 Grants of Plan-Based Awards” table below. Additional information on all outstanding awards is reflected in the “Outstanding Equity Awards” at December 31, 2025 table below. (4)Performance-based bonuses are generally paid pursuant to our annual incentive plans and reported as Non-Equity Incentive Plan Compensation. The performance-based bonuses represent amounts earned during each respective fiscal year based on applicable performance levels for such fiscal year, regardless of whether part or all of such amounts were paid in a subsequent fiscal year. See “Annual Cash Incentive” discussion above for a summary of our EBP. (5)The table below lists the amounts set forth in this column which consist of other compensation including (i) Company contributions to Halozyme Therapeutics, Inc. 401(k) plan, and (ii) Company payments for group term insurance premiums The amount listed for Dr. LaBarre also includes payment of paid time off accrued at the time at the time of his separation from employment.

  34. 2025 Summary Compensation Table

    | Name | 401(k) Plan Company Matching Contributions ($) | Payout of Accrued Paid Time Off ($) | Other Compensation ($) | Total ($) | | Helen I. Torley | 15,000 | — | 3,564 | 18,564 | | Nicole LaBrosse | 11,750 | — | 540 | 12,290 | | Mark Snyder | 15,500 | — | 2,322 | 17,822 | | Cortney Caudill | 8,415 | — | 810 | 9,225 | | Michael J. LaBarre | 17,375 | 71,971 | 891 | 90,237 |

  35. 2025 Summary Compensation Table

    (6)Ms. Caudill was appointed Senior Vice President, Chief Operating Officer of the Company on October 1, 2025. Prior to that, Ms. Caudill had served the Company as Senior Vice President, Chief Operations Officer since October 2023. In accordance with applicable SEC rules, only compensation information for 2025, the year in which Ms. Caudill first became a named executive officer of the Company, is included in the table above. (7)Mr. LaBarre retired as Chief Technical Officer of the Company on March 17, 2025. Mr. LaBarre was not eligible to receive a payout under the 2025 EBP reflected in the “Non-Equity Incentive Compensation” column.

  36. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain summary information with respect to plan-based awards granted during the fiscal year ended December 31, 2025 to our NEOs:

  37. 2025 Grants of Plan-Based Awards

    | | | 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 or Units(#) (3) | All Other Option Awards: Number of Securities Underlying Options(#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards($) (5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Helen I. Torley | n/a | — | 900,000 | 1,800,000 | | | | | | | | | | 2/20/2025 | | | | 20,088 | 40,176 | 60,264 | | | | 2,750,047 | | | 2/20/2025 | | | | 23,939 | 47,877 | 95,754 | | | | 2,750,055 | | | 2/20/2025 | | | | | | | 67,027 | | | 3,850,031 | | | 2/20/2025 | | | | | | | | 71,038 | 57.44 | 1,650,014 | | | 12/9/2025 | | | | 82,761 | 165,522 | 331,044 | | | | 10,000,012 | | Nicole LaBrosse | n/a | — | 302,094 | 604,188 | | | | | | | | | | 2/20/2025 | | | | 6,392 | 12,784 | 19,176 | | | | 875,065 | | | 2/20/2025 | | | | 7,617 | 15,234 | 30,468 | | | | 875,041 | | | 2/20/2025 | | | | | | | 21,327 | | | 1,225,023 | | | 2/20/2025 | | | | | | | | 22,603 | 57.44 | 525,004 | | Mark Snyder | n/a | — | 309,500 | 619,000 | | | | | | | | | | 2/20/2025 | | | | 6,392 | 12,784 | 19,176 | | | | 875,065 | | | 2/20/2025 | | | | 7,617 | 15,234 | 30,468 | | | | 875,041 | | | 2/20/2025 | | | | | | | 21,327 | | | 1,225,023 | | | 2/20/2025 | | | | | | | | 22,603 | 57.44 | 525,004 | | Cortney Caudill | n/a | — | 300,000 | 600,000 | | | | | | | | | | 2/20/2025 | | | | 3,196 | 6,392 | 9,588 | | | | 437,532 | | | 2/20/2025 | | | | 3,809 | 7,617 | 15,234 | | | | 437,520 | | | 2/20/2025 | | | | | | | 10,664 | | | 612,540 | | | 2/20/2025 | | | | | | | | 11,302 | 57.44 | 262,514 | | | 10/3/2025 | | | | | | | 3,625 | | | 250,053 | | | 10/3/2025 | | | | | | | | 9,031 | 68.98 | 250,021 | | Michael J. LaBarre | n/a | — | 283,600 | 567,200 | | | | | | | | | | 2/20/2025 | | | | 3,366 | 6,732 | 10,098 | | | | 460,805 | | | 2/20/2025 | | | | 4,011 | 8,022 | 16,044 | | | | 460,784 | | | 2/20/2025 | | | | | | | 11,230 | | | 645,051 | | | 2/20/2025 | | | | | | | | 11,902 | 57.44 | 276,450 |

  38. 2025 Grants of Plan-Based Awards

    ________________ (1)For a description of the elements of the annual incentive plan applicable to our NEOs, refer to “Compensation Discussion and Analysis - Elements of Executive Compensation for 2025” in this proxy statement. The actual amount of cash paid to each NEO pursuant to the incentive plan established for 2025 is set forth in the Summary Compensation Table under the heading, “Non-Equity Incentive Plan Compensation.” (2)The annual PSU awards to our NEOs were granted on February 20, 2025. The first award listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” for each NEO vests based on our relative TSR measured against the applicable subset of component companies in the NASDAQ Biotechnology Index over a three-year performance period, subject to the NEO’s continued employment through the third anniversary of the grant date. The second award listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” for each NEO vests based on new collaboration deals and nominations during 2025, subject to the NEO’s continued employment through the third anniversary of the grant date. For more information on these awards, see “LTI Compensation” in the “Compensation Discussion and Analysis” above. Pursuant to the terms of his PSU award agreements, Dr. LaBarre’s unvested PSUs granted in 2025 were forfeited upon his retirement and are no longer eligible to vest. No PSUs granted to Mr. LaBarre in 2025 vested prior to his retirement. On December 9, 2025, Dr. Torley also received a one‑time performance‑based equity award. For additional information, see the description set forth in the CDA under the heading“2025 One‑Time CEO Performance‑Based Equity Award.” (3)The annual RSU awards to our NEOs were granted on February 20, 2025. They vest one-fourth on each anniversary of the date of grant. Pursuant to the terms of his RSU award agreement, Dr. LaBarre’s unvested RSUs granted in 2025 were forfeited upon his retirement and are no longer eligible to vest. No RSUs granted to Mr. LaBarre in 2025 vested prior to his retirement. Ms. Caudill also received an RSU award on October 3, 2025 which was granted in connection with her appointment as Chief Operating Officer and vests in accordance with the schedule described above. (4)The annual option awards to our NEOs were granted on February 20, 2025. They vest one-fourth on the first anniversary of the date of grant and then 1/48 of the shares monthly over the three-year period thereafter. Pursuant to the terms of his stock option award agreement, Dr. LaBarre’s unvested stock options granted in 2025 were terminated upon his retirement and are no longer eligible to vest. No options granted to Dr. LaBarre in 2025 vested prior to his retirement. Ms. Caudill also received an option award on October 3, 2025 which was granted in connection with her appointment as Chief Operating Officer and vests in accordance with the schedule described above. (5)These amounts represent the grant date fair value of stock awards granted to our NEOs in fiscal year 2025 in accordance with the FASB ASC Topic 718. For information on the assumptions used in the accounting fair value computations, see footnotes (1) through (3) to the Summary Compensation Table above.

  39. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table sets forth certain information with respect to the value of all unexercised options and unvested stock awards previously awarded to our NEOs as of December 31, 2025:

  40. Outstanding Equity Awards at December 31, 2025

    | Outstanding Equity Awards at December 31, 2025 | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (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, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Helen I. Torley | 2/22/2017 | 251,923 | — | 12.07 | 2/22/2027 | — | — | — | — | | | 2/14/2018 | 201,552 | — | 18.41 | 2/14/2028 | — | — | — | — | | | 2/12/2019 | 250,218 | — | 16.65 | 2/12/2029 | — | — | — | — | | | 2/10/2020 | 266,051 | — | 19.98 | 2/10/2030 | — | — | — | — | | | 2/15/2021 | 90,134 | — | 49.84 | 2/15/2031 | — | — | — | — | | | 2/16/2022 | 246,335 | 10,711 | 34.36 | 2/16/2032 | 21,009 | 1,413,906 | — | — | | | 2/16/2023 | 136,963 | 56,397 | 49.26 | 2/16/2033 | 33,749 | 2,271,308 | 51,171(4) | 3,443,808 | | | 2/23/2024 | 42,625 | 50,377 | 40.56 | 2/23/2034 | 67,308 | 4,529,828 | 48,245(5) | 3,246,889 | | | 2/23/2024 | | | | | | | 24,984(6) | 1,681,423 | | | 2/23/2024 | | | | | | | 96,155(7) | 6,471,232 | | | 2/20/2025 | — | 71,038 | 57.44 | 2/20/2035 | 67,027 | 4,510,917 | 8,929(8) | 600,922 | | | 2/20/2025 | | | | | | | 17,858(9) | 1,201,843 | | | 2/20/2025 | | | | | | | 83,785(10) | 5,638,731 | | | 12/9/2025 | — | — | — | — | — | — | — | — | | Nicole LaBrosse | 8/1/2017 | 812 | — | 12.49 | 8/1/2027 | — | — | — | — | | | 2/14/2018 | 8,813 | — | 18.41 | 2/14/2028 | — | — | — | — | | | 2/12/2019 | 10,597 | — | 16.65 | 2/12/2029 | — | — | — | — | | | 2/10/2020 | 21,285 | — | 19.98 | 2/10/2030 | — | — | — | — | | | 2/15/2021 | 12,951 | — | 49.84 | 2/15/2031 | — | — | — | — | | | 2/16/2022 | 59,718 | 2,597 | 34.36 | 2/16/2032 | 5,093 | 342,759 | — | — | | | 2/16/2023 | 43,250 | 17,811 | 49.26 | 2/16/2033 | 10,658 | 717,283 | 13,351(4) | 898,522 | | | 2/23/2024 | 12,705 | 15,017 | 40.56 | 2/23/2034 | 20,063 | 1,350,240 | 14,383(5) | 967,976 | | | 2/23/2024 | | | | | | | 7,448(6) | 501,250 | | | 2/23/2024 | | | | | | | 28,662(7) | 1,928,953 | | | 2/20/2025 | — | 22,603 | 57.44 | 2/20/2035 | 21,327 | 1,435,307 | 2,842(8) | 191,267 | | | 2/20/2025 | | | | | | | 5,682(9) | 382,399 | | | 2/20/2025 | | | | | | | 26,660(10) | 1,794,218 | | Mark Snyder | 1/3/2022 | 81,409 | 1,733 | 41.06 | 1/3/2032 | 7,611 | 512,220 | — | — | | | 2/16/2023 | 38,926 | 16,029 | 49.26 | 2/16/2033 | 9,592 | 645,542 | 12,016(4) | 808,677 | | | 2/23/2024 | 13,321 | 15,743 | 40.56 | 2/23/2034 | 21,033 | 1,415,521 | 15,077(5) | 1,014,682 | | | 2/23/2024 | | | | | | | 7,808(6) | 525,478 | | | 2/23/2024 | | | | | | | 30,050(7) | 2,022,365 | | | 6/12/2024 | — | — | — | — | 15,102 | 1,016,365 | — | — | | | 2/20/2025 | — | 22,603 | 57.44 | 2/20/2035 | 21,327 | 1,435,307 | 2,842(8) | 191,267 | | | 2/20/2025 | | | | | | | 5,682(9) | 382,399 | | | 2/20/2025 | | | | | | | 26,660(10) | 1,794,218 |

  41. Outstanding Equity Awards at December 31, 2025

    | Cortney Caudill | 11/1/2023 | 46,470 | 42,754 | 33.51 | 11/1/2033 | 18,651 | 1,255,212 | — | — | | | 2/23/2024 | — | — | — | — | — | — | 4,640(5) | 312,272 | | | 2/23/2024 | | | | | | | 2,403(6) | 161,722 | | | 2/23/2024 | | | | | | | 9,246(7) | 622,256 | | | 2/20/2025 | — | 11,302 | 57.44 | 2/20/2035 | 10,664 | 717,687 | 1,421(8) | 95,633 | | | 2/20/2025 | | | | | | | 2,842(9) | 191,267 | | | 2/20/2025 | | | | | | | 13,330(10) | 897,109 | | | 10/3/2025 | — | 9,031 | 68.98 | 10/3/2035 | 3,625 | 243,963 | — | — |

  42. Outstanding Equity Awards at December 31, 2025

    (1)Each option grant vests at the rate of one-fourth of the underlying shares on the first anniversary of the date of grant and one-forty-eighth of the shares each month thereafter. (2)Each RSU grant vests at the rate of one-fourth of the total number of stock units subject to the award on each of the first four anniversaries of the grant date. Reflects the number of outstanding and unvested RSUs subject to the award. (3)Values are computed by multiplying the closing trading price of our common stock on NASDAQ on December 31, 2025, the last trading date in fiscal year 2025, of $67.30 by the number of shares or stock units, as applicable, set forth in this table. (4)Represents the 2023 Relative TSR PSU awards corresponding to the performance periods ending in 2023, 2024 and 2025. Reflects the number of stock units subject to the awards that are eligible to vest on the third anniversary of the grant date based on actual performance for the completed performance periods. (5)Represents the portions of the 2024 Relative TSR PSU awards corresponding to the performance periods ending in 2024 and 2025. Reflects the number of stock units subject to the awards that are eligible to vest on the third anniversary of the grant date based on actual performance for the completed performance periods. (6)Represents the portions of the 2024 Relative TSR PSU awards corresponding to the performance period ending in 2026. Reflects the number of stock units (140.91% of the target number of stock units) corresponding to this portion of the award that are eligible to vest on the third anniversary of the grant date because, had the performance period ended at the end of 2025, the performance level would have exceeded the target level. (7)These entries reflect the number of stock units subject to the 2024 Deal/Nomination PSU awards that are eligible to vest on the third anniversary of the grant date based on actual performance for the completed performance period (which was 2024). (8)Represents the portion of the 2025 Relative TSR PSU awards corresponding to the performance period ending in 2025. Reflects the number of stock units subject to the awards that are eligible to vest on the third anniversary of the grant date based on actual performance for the completed performance period. (9)Represents the portions of the 2025 Relative TSR PSU awards corresponding to the performance periods ending in 2026 and 2027. Reflects the number of stock units (66.67% of the target number of stock units) corresponding to this portion of the award that are eligible to vest on the third anniversary of the grant date because, had the performance period ended at the end of 2025, the performance level would have not achieved the target level. (10)Represents the number of stock units subject to the 2025 Deal/Nomination PSU awards that are eligible to vest on the third anniversary of the grant date based on actual performance for the completed performance period (which was 2025).

  43. Option Exercises and Stock Awards Vested

    Option Exercises and Stock Awards Vested The following table sets forth certain information with respect to the exercise of stock options and vesting of stock awards by our NEOs during the fiscal year ended December 31, 2025:

  44. Option Exercises and Stock Awards Vested

    | Option Exercises and Stock Awards Vested During Fiscal Year 2025 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Helen I. Torley | 376,569 | 21,424,774 | 145,222 | 8,452,875 | | Nicole LaBrosse | 12,406 | 790,158 | 35,773 | 2,081,597 | | Mark Snyder | — | — | 41,863 | 2,337,230 | | Cortney Caudill | — | — | 9,326 | 607,962 | | Michael J. LaBarre | 144,269 | 4,641,693 | 39,399 | 2,294,004 |

  45. Option Exercises and Stock Awards Vested

    ________________ (1)The value realized on exercise is based on the difference between the closing trading price of Halozyme common stock on the date of exercise and the exercise price of each option. (2)The amounts in this column represent the number of RSU or PSU shares that vested. The actual number of shares issued was the number of shares vested reduced by the number of shares withheld to satisfy applicable tax withholding obligations. (3)The value realized on vesting is based on the closing trading price of Halozyme common stock NASDAQ on the vest date.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section describes the benefits that may be provided to our NEOs upon certain terminations of their employment with the Company. Termination Prior to Change in Control Under our severance policy, if an executive officer’s employment is terminated by the Company without cause, the executive officer is entitled to receive cash severance equal to one times the executive officer’s then-current annual base salary (in the case of the CEO, one and one-half times the sum of (a) the CEO’s then-current base salary plus (b) the CEO’s target annual cash incentive amount), plus a pro-rated portion of the executive’s target annual cash incentive for the year of termination. Cash payments under the severance policy will normally be made in a lump sum payment, and will be conditioned upon the receipt of a release of claims from the executive officer. In addition to cash severance payments, the Company will also pay certain costs for the executive to continue healthcare coverage over the applicable severance period, and the executive’s vested options will remain exercisable for one year following the termination date (or, if earlier, until the expiration date of the option). The PSU awards granted to our NEOs provide that if the executive’s employment is terminated by the Company without cause or by the executive for good reason and the executive provides a release of claims, any PSUs credited based on performance during a performance period that has already been completed will fully vest on the executive’s termination, and PSUs subject to a performance period that has not yet been completed will remain outstanding and eligible to vest based on performance during that period, subject to pro-ration to reflect the executive’s employment during the performance period. If the executive’s employment terminates due to the executive’s death or disability, any PSUs credited based on performance during a performance period that has already been completed will fully vest on the executive’s termination, and the target number of PSUs for the next performance period scheduled to be completed after the termination date will vest pro-rata based on the executive’s employment during that performance period. The table below presents the benefits that would be provided to each of the NEOs assuming the NEO was terminated by us without cause (prior to a change in control of the Company) on December 31, 2025 and executed a release of claims in a form satisfactory to the Company:

  47. 2025 Potential Payments Upon Termination Without Cause Prior to Change in Control

    2025 Potential Payments Upon Termination Without Cause Prior to Change in Control

  48. 2025 Potential Payments Upon Termination Without Cause Prior to Change in Control

    | Name | Lump Sum Severance Payment ($) | Post- Termination Healthcare ($) | Equity Awards ($) (1) | Total | | Helen I. Torley | 3,750,000 | 31,868 | 19,401,581 | 23,183,449 | | Nicole LaBrosse | 906,282 | 36,879 | 5,780,935 | 6,724,096 | | Mark Snyder | 928,500 | 45,318 | 5,831,209 | 6,805,027 | | Cortney Caudill | 900,000 | 21,670 | 1,927,270 | 2,848,940 |

  49. 2025 Potential Payments Upon Termination Without Cause Prior to Change in Control

    (1)Amounts shown in this column reflect the market value of unvested PSUs that would have accelerated if the NEO was terminated without cause (or resigned for good reason) as described above on December 31, 2025. Values were derived using the closing trading price of our common stock on NASDAQ on December 31, 2025, the last trading date in fiscal year 2025, of $67.30. The number of accelerated PSUs for performance periods ending on or before December 31, 2025 was determined based on our actual performance through the end of the applicable performance period. We did not include any amount for the PSUs allocated to performance periods ending after December 31, 2025 because the number of PSUs that will vest with respect to those periods is not known as it will depend on our future performance (the maximum value of those PSUs at December 31, 2025 was $4,493,688 for Dr. Torley, $1,393,918 for Ms. LaBrosse, $1,419,761 for Mr. Snyder, and $602,335 for Ms. Caudill. These amounts were calculated solely for purposes of this disclosure, and there can be no assurance that the value actually realized by the executive for these awards (if any) will be equal to the value shown in this column. The table below presents the benefits that would be provided to each of the NEOs assuming the NEO’s employment terminated due to death or disability (prior to a change in control of the Company) on December 31, 2025:

  50. 2025 Potential Payments Upon Termination Due to Death/Disability Prior to Change in Control

    2025 Potential Payments Upon Termination Due to Death/Disability Prior to Change in Control

  51. 2025 Potential Payments Upon Termination Due to Death/Disability Prior to Change in Control

    | Name | Equity Awards ($) (1) | | Helen I. Torley | 20,398,159 | | Nicole LaBrosse | 6,083,247 | | Mark Snyder | 6,144,154 | | Cortney Caudill | 2,039,459 |

  52. 2025 Potential Payments Upon Termination Due to Death/Disability Prior to Change in Control

    ________________ (1)Amounts shown in this column reflect the spread value of unvested equity awards that would have accelerated if the NEO’s employment terminated due to death or disability on December 31, 2025. Please see the note to the 2025 Potential Payments Upon Termination Without Cause Prior to Change in Control table above for the calculation of these amounts. The number of accelerated PSUs for performance periods ending on or before December 31, 2025 was determined based on our actual performance through the end of the applicable performance period, and the number of accelerated PSUs for the performance period ending December 31, 2025 represents the target number of PSUs allocated to such period (pro-rated for the executive’s period of employment). These amounts were calculated solely for purposes of this disclosure, and there can be no assurance that the value actually realized by the executive for these awards (if any) will be equal to the value shown in this column. Change in Control We have entered into Change in Control Agreements with each of our executive officers. The Change in Control Agreements provide for cash severance, continued healthcare coverage and accelerated vesting of equity awards if the executive is terminated without cause, resigns for good reason, or is terminated due to death or disability (as such terms are defined in the Change in Control Agreements), in each case on or within 12 months following a change in control transaction. The cash severance, to be made in a lump sum payment, will equal: a multiple (two times for the CEO and one-and-one-half times for the other executive officers) of the sum of (i) the executive’s then-current annual base salary; and (ii) the amount of the executive’s target annual cash incentive opportunity (based on the target percentage of annual base salary) in respect of the year the termination of employment occurs. The Company will also make a cash lump sum payment intended to provide the executive officer sufficient amounts to pay expected heath care premiums under the Company’s group health plans for 18 months after termination of employment (24 months in the case of the CEO). In addition, the Change in Control Agreement provides that the executive’s outstanding and unvested equity awards granted by the Company will be fully vested upon the executive’s termination (with equity awards that are subject to performance-based vesting to accelerate based on the greater of (x) the target performance level for the applicable portion of the award and (y) the actual performance level achieved for the applicable portion of the award through the executive’s termination date). However, the PSU awards granted to the NEOs provide that if a change in control occurs, any performance period then in progress will terminate and the number of PSUs to be credited under the award will be determined based on (i) as to the Relative TSR PSUs, performance through the change in control and (ii) as to the Deal/Nomination PSUs, the greater of performance through the change in control or the target performance level for the award. Such credited PSUs will remain subject to time-based vesting through the third anniversary of the grant date, subject to accelerated vesting if the credited PSUs are not assumed by the acquiring company or if within two years after the change in control the executive’s employment is terminated by the Company without cause, by the executive for good reason, or due to the executive’s death or disability. An executive officer will not be entitled to severance benefits under our severance policy described above if the executive is entitled to severance benefits under the executive’s Change in Control Agreement. The Change in Control Agreements also provide that if an executive officer’s severance benefits would be subject to the parachute payment taxes of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, and a reduction in benefits to avoid such taxes would put the executive in a better after-tax position, then the executive’s benefits will be reduced to the extent necessary to avoid such taxes. Assuming a change in control took place on December 31, 2025 and each of the NEOs was terminated without cause, resigned for good reason or was terminated due to death or disability in each case on December 31, 2025, the NEOs would have received the following benefits as a result of such terminations:

  53. 2025 Potential Payments Upon Change in Control Termination

    2025 Potential Payments Upon Change in Control Termination

  54. 2025 Potential Payments Upon Change in Control Termination

    | Name | Equity Awards ($) (1) | Lump Sum Cash Severance ($) | Post- Termination Healthcare ($) | Total ($) | | Helen I. Torley | 40,898,964 | 3,800,000 | 93,730 | 44,792,694 | | Nicole LaBrosse | 12,321,259 | 1,359,423 | 81,352 | 13,762,034 | | Mark Snyder | 13,444,437 | 1,392,750 | 99,968 | 14,937,155 | | Cortney Caudill | 6,053,010 | 1,350,000 | 80,897 | 7,483,907 |

  55. 2025 Potential Payments Upon Change in Control Termination

    ________________ (1)Amounts shown in this column reflect the value of the unvested equity awards that would have accelerated if the NEO’s employment terminated in the circumstances described above on December 31, 2025 in connection with a change in control. Please see the note to the 2025 Potential Payments Upon Termination Without Cause Prior to Change in Control table above for the calculation of these amounts. The number of accelerated PSUs was determined based on our actual performance through December 31, 2025 (or, if greater, the target performance level in the case of Deal/Nomination PSUs). These amounts were calculated solely for purposes of this disclosure and there can be no assurance that the value actually realized by the executive for these awards (if any) will be equal to the value shown in this column. CEO Pay Ratio For 2025, Dr. Torley’s total compensation was $23,166,223, as shown in the Summary Compensation Table above. The total compensation for our median employee (excluding the CEO) in 2025 was $231,329. Therefore, Dr. Torley’s total compensation for 2025 was 100 times that of the median employee’s total compensation in 2025. The Company believes the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, as well as the methodology described below. The compensation elements that were considered in the identification of the median employee were annualized base pay, target cash bonus opportunity and target long-term incentive award grant date fair value for 2025 for all employees, excluding the CEO, as of December 31, 2025. The total number of our employees as of December 31, 2025 (excluding the CEO) 430. We used this population to determine the median employee. The total compensation for the median employee used in reporting the pay ratio in the preceding paragraph was calculated according to the requirements of the Summary Compensation Table.

  56. Pay Versus Performance

    Pay Versus Performance The following summarizes the relationship between our CEO’s, and our other Named Executive Officers’, total compensation paid and our financial performance for the years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our Named Executive Officers other than our CEO are referred to as our “Non-PEO NEOs”):

  57. Pay Versus Performance

    | 2025 Pay-Versus-Performance Table | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (1) | Summary of Compensation Table for PEO ($) (2) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (4) | Net Income (Millions) ($) (5) | Revenue (Millions) ($) (6) | | 2025 | 23,166,223 | 39,731,590 | 3,591,733 | 4,935,311 | 157.57 | 124.75 | 316.9 | 1,396.6 | | 2024 | 12,741,421 | 20,745,724 | 4,217,194 | 6,315,696 | 111.94 | 93.49 | 444.1 | 1,015.3 | | 2023 | 11,820,858 | (3,608,264) | 3,568,762 | 160,639 | 86.54 | 94.03 | 281.6 | 829.3 | | 2022 | 9,696,978 | 22,817,187 | 2,415,581 | 3,154,512 | 133.22 | 89.9 | 202.1 | 660.1 | | 2021 | 7,453,294 | 5,992,078 | 2,398,657 | 591,581 | 94.15 | 100.02 | 402.7 | 443.3 |

  58. Pay Versus Performance

    (1)Helen I Torley was our CEO for each of the five years included in the table above. For 2021, our Non-PEO NEOs were Elaine D. Sun, Masaru Matsuda, and Michael J. LaBarre. For 2022, our Non-PEO NEOs were Nicole LaBrosse, Elaine D. Sun, Mark Snyder, and Michael J. LaBarre. For 2023 and 2024, our Non-PEO NEOs were Nicole LaBrosse, Mark Snyder, and Michael J. LaBarre. For 2025, our Non-PEO NEOs were Nicole LaBrosse, Mark Snyder, Cortney Caudill and Michael J. LaBarre. Ms. Sun commenced employment with Halozyme on March 2, 2020 and separated employment from Halozyme on February 2, 2022. Mr. Matsuda separated employment from Halozyme on December 31, 2021. Mr. LaBarre separated employment on March 17, 2025. Ms. LaBrosse was appointed to Halozyme’s Chief Financial Officer on February 2, 2022. Mr. Snyder commenced employment with Halozyme on January 3, 2022. Ms. Caudill was appointed to Halozyme’s Chief Operational Officer on October 3, 2025. (2)See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for fiscal year 2025, 2024 and 2023. The 2021 and 2022 total compensation for our CEO is disclosed in our proxy statement filed with the SEC in calendar years 2022 and 2023, respectively. The average compensation for the Non-PEO NEOs for 2025 was calculated in the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for each of fiscal years 2024, 2023, 2022 and 2021 was calculated from the Summary Compensation Table as disclosed in our proxy statement filed with the SEC in the calendar year immediately following such fiscal year. (3)For purposes of this table, the compensation actually paid (“Compensation Actually Paid”, or “CAP”) to each of our Named Executive Officers (including for purposes of this table, former named executive officers who are included in the Non-PEO NEO group for the applicable year) means the Named Executive Officer’s total compensation as reflected in the Summary Compensation Table for the applicable year less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the Named Executive Officer for the applicable year, and adjusted for the following with respect to Halozyme’s LTI awards granted to the Named Executive Officer: •Plus the year-end value of awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, •Plus/(less) the change in value as of the end of the covered fiscal year as compared to the end of the prior fiscal year for awards which were granted in prior years and were outstanding and unvested at the end of the covered fiscal year, •Plus the vesting date value of awards which were granted and vested during the same covered fiscal year, •Plus/(less) the change in value as of the vesting date as compared to the end of the prior fiscal year for awards which were granted in prior years and vested in the covered fiscal year, •Less, as to any awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, •Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested awards (no dividends or other earnings were paid by Halozyme on any Named Executive Officer’s Halozyme LTI awards during the fiscal years covered by the table), •Plus, as to an award that is materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Halozyme LTI awards held by the Named Executive Officers were materially modified during the fiscal years covered by the table). In making each of these adjustments, the “value” of an award is the fair value of the award on the applicable date determined in accordance with FASB’s ASC Topic 718 using the valuation assumptions we then use to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each year and the footnotes to the Summary Compensation Table that appears in our annual proxy statement. The table reflects the CAP (determined as noted above) for our CEO and, for our Non-PEO NEOs, the average of the CAPs determined for the Non-PEO NEOs. The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid for our CEO for the fiscal year 2025.

  59. Pay Versus Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | Fiscal Year 2025 ($) | | Summary Compensation Table Total | 23,166,223 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (21,000,159) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 26,384,470 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 8,135,598 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 3,045,457 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid | 39,731,590 |

  60. Pay Versus Performance

    The following table provides a reconciliation of the average of the Summary Compensation Table Total for the Non-PEO NEOs for fiscal year 2025 to the average of the Compensation Actually Paid for the Non-PEO NEOs for fiscal year 2025.

  61. Pay Versus Performance

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | | Summary Compensation Table Total | 3,591,733 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (2,773,384) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 3,024,406 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 1,607,271 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 610,778 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | (1,125,493) | | Compensation Actually Paid | 4,935,311 |

  62. Pay Versus Performance

    For similar reconciliations of the Summary Compensation Table Total to Compensation Actually Paid for our CEO and the Non-PEO NEOs for each of fiscal years 2021, 2022, 2023 and 2024, see our proxy statement filed with the Securities and Exchange Commission in the calendar year immediately following such fiscal year. (4)Total Shareholder Return represents the return on a fixed investment of $100 in Halozyme’s stock for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year. Peer Group Total Shareholder Return represents the return on a fixed investment of $100 in the NASDAQ Biotechnology Index for the period beginning on the last trading day of 2020 through the end of the applicable fiscal year, and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five years against our total shareholder return and the total shareholder return for the NASDAQ Biotechnology Index (each calculated as described above) over that period of time. (5)This column shows Halozyme’s net income for each fiscal year covered by the table. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five years against our net income for each of those years. (6)This column shows Halozyme’s revenue for each fiscal year covered by the table. We consider revenue to be the most important financial performance metric in our 2025 executive compensation program because it is used in determining each of our NEO’s annual 2025 cash incentive. The following chart illustrates the CAP for our CEO and the average CAP for our Non-PEO NEOs for each of the last five years against our revenue for each of those years. The following is an unranked list of the Halozyme financial performance measures we consider most important in linking the compensation actually paid to our Named Executive Officers for 2025 with Halozyme performance. •Revenue (as used in our 2025 EBP) •Adjusted EBITDA (as used in our 2025 EBP) •Stock Price (including relative TSR, as used in our PSUs awarded in 2021, 2022, 2023, 2024 and 2025 and as described in the Compensation Discussion and Analysis above) In addition to the financial performance measures listed above, we view our stock price, upon which the value of all of our equity awards is dependent, as a key performance-based component of our executive compensation program in order to further align the interests of our senior management with the interests of our stockholders.

  63. Compensation of Directors

    Compensation of Directors The following table sets forth information concerning the compensation earned during the fiscal year ended December 31, 2025 by each individual who served as a non-employee director at any time during the fiscal year:

  64. Compensation of Directors

    | 2025 DIRECTOR COMPENSATION | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Options ($)(1)(4) | Stock Awards ($)(1)(4) | Total ($) | | Bernadette Connaughton | 70,000 | 150,014 | 250,025 | 470,039 | | Barbara Duncan | 90,000 | 150,014 | 250,025 | 490,039 | | Jeffrey W. Henderson | 140,000 | 150,014 | 250,025 | 540,039 | | Mahesh Krishnan | 61,676 | 150,014 | 250,025 | 461,715 | | James Lang (2) | 3,668 | — | — | 3,668 | | Connie L. Matsui (3) | 19,945 | — | — | 19,945 | | Moni Miyashita | 55,000 | 150,014 | 250,025 | 455,039 | | Matthew L. Posard | 75,000 | 150,014 | 250,025 | 475,039 |

  65. Compensation of Directors

    ________________ (1)Represents the grant date fair value of restricted stock unit awards granted in fiscal year 2025 in accordance with FASB ASC Topic 718. (2)Mr. Lang become a Director on December 4, 2025. (3)Ms. Matsui’s term expired on May 1, 2025. (4)The aggregate numbers of shares subject to unvested outstanding stock options, unvested restricted stock unit awards and vested stock units deferred under the Equity Deferral Plan (discussed below), held by the non-employee directors as of December 31, 2025 were as follows:

  66. Compensation of Directors

    | Name | Aggregate Number of Option Awards Outstanding (#) | Aggregate Number of Unvested Stock Awards Outstanding (#) | Aggregate Number of Vested Deferred Stock Awards Outstanding (#) | | Bernadette Connaughton | 5,750 | 4,165 | 14,271 | | Barbara Duncan | 5,750 | 4,165 | 15,754 | | Jeffrey W. Henderson | 5,750 | 4,165 | — | | Mahesh Krishnan | 5,750 | 4,165 | — | | James Lang | — | — | — | | Moni Miyashita | 5,750 | 4,165 | — | | Matthew L. Posard | 5,750 | 4,165 | 20,772 |

  67. Compensation of Directors

    Directors’ Compensation The compensation program for our non-employee directors is as follows: (1) Annual award - Immediately following each Annual Meeting, each non-employee director then in office automatically receives (i) an annual restricted stock unit grant having a value of approximately $250,000 (with the number of shares of Company common stock subject to the award equal to $250,000 divided by the closing trading price of the Company’s common stock on NASDAQ on the date of grant, with any fraction rounded up to the nearest whole share) and (ii) an annual stock option grant with a value of approximately $150,000 (with the number of shares of Company common stock subject to the award equal to $150,000 divided by the per-share value of Company stock options determined based on the valuation method and assumptions then generally used by the Company in valuing its options for financial statement purposes). Based on a recommendation of the Compensation Committee’s independent compensation consultants following a benchmarking assessment of peer company director compensation, the value of the annual stock option grant will be adjusted to $160,000 effective for the grant scheduled for May 2026. Subject to acceleration in the event of a change of control of the Company, these annual awards will vest in full on the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting following the date of the annual grants. All awards granted after our 2021 annual meeting are granted under our 2021 Stock Plan. Vested options granted to our non-employee directors (including the initial option grants described below) generally remain exercisable for three years following the termination of the director’s service (subject to earlier termination at the end of the term of the option or in connection with a change in control). (2) Initial award - each non-employee director receives an initial restricted stock unit grant and stock option grant upon joining the Board (with the number of shares of Company common stock subject to each award determined in the same manner as for the annual award grants described above); provided that, the grant date value of each award for a director first elected or appointed between Annual Meetings shall be prorated based on the number of full quarters the individual is scheduled to serve as a non-employee director from the date of election or appointment until the next Annual Meeting of the Stockholders such that the recipient will receive a grant of restricted stock units valued at $187,500 and a stock option grant valued at $112,500 for a period of service exceeding three quarters, a grant of restricted stock units valued at $125,000 and a stock option grant valued at $75,000 for a period of service exceeding two-quarters (but no more than three quarters), a grant of restricted stock units valued at $62,500 and a stock option grant valued at $37,500 for a period of service exceeding one quarter (but no more than two quarters), and no award for a period of service of one quarter or less. Subject to acceleration in the event of a change of control of the Company, these initial grants will vest upon the date of the next Annual Meeting following the date of grant. Our non-employee directors also receive an annual retainer of $50,000 for service on the Board (provided that our Chair of the Board of Directors receives an annual retainer of $125,000), as well as an additional annual retainer for service on any committee of the Board. Non-employee directors who serve on the Audit Committee receive an annual retainer of $15,000, provided that the Chair of that committee receives an annual retainer of $30,000. Non-employee directors who serve on the Compensation Committee receive an annual retainer of $10,000, provided that the Chair of that committee receives an annual retainer of $20,000. Non-employee directors who serve on the Nominating and Corporate Governance Committee receive an annual retainer of $5,000, provided that the Chair of that committee receives an annual retainer of $10,000. Employee directors (including our CEO) do not receive any compensation for service on the Board of Directors. Based on a recommendation of the Compensation Committee’s independent compensation consultants following a benchmarking assessment of peer company director compensation, effective in May 2026, the annual retainer will be adjusted to $55,000 for service on the Board. In addition, effective in May 2026, the annual retainer for directors who serve on the Nominating and Corporate Governance Committee will be adjusted to $7,500 and the annual retainer for the Chair of that committee will be adjusted to $15,000. We also maintain stock ownership guidelines for our non-employee directors which stipulate that each non-employee director is expected to own shares of Halozyme common stock with value equal to no less than five times the non-employee director’s base annual retainer for service on the Board of Directors. Each non-employee director is expected to comply with the guidelines within five years of election or appointment to the Board of Directors. Share ownership that counts for purposes of satisfying the applicable guideline level of ownership is the same as under our executive stock ownership guidelines, as described in the CD&A above. The same retention requirements apply to a non-employee director whose level of stock ownership does not satisfy the applicable guideline level of ownership as under our executive stock ownership guidelines, as described in the CD&A above. The Company also maintains the Halozyme Nonqualified Deferred Compensation Plan (the “Cash Deferral Plan”) and the Halozyme Therapeutics, Inc. Directors Deferred Equity Compensation Plan (the “Equity Deferral Plan”). Under the Cash Deferral Plan, a non-employee director may elect to defer payment of all or a portion of the director’s annual cash compensation, deferrals are credited with earnings or losses based on investment fund elections made by the director, and the deferred amounts (as adjusted for such earnings or losses) will be paid to the director (in a lump sum or annual installments over up to five years, as elected by the director) when the director no longer serves on the Board of Directors or an earlier distribution date elected by the director in accordance with the plan. Under the Equity Deferral Plan, a non-employee director may elect (1) to convert all or a portion of the director’s annual cash compensation into Company restricted stock units awarded under our 2021 Stock Plan and/or (2) to defer the payment of the director’s annual restricted stock unit award from the Company. If a non-employee director elects to convert all or a portion of the director’s cash retainers into restricted stock units, the director will be credited with additional restricted stock units on the date the retainers would have otherwise been paid to the director equal to (1) the amount being deferred to the Equity Deferral Plan that would have otherwise been paid to the director on that date, divided by (2) the average closing price for a share of Company common stock over the period of ten consecutive trading days ending with the last trading day prior to the crediting date. Deferred restricted stock units will be credited with dividend equivalents to preserve the value of the awards if/when the Company were to ever pay a dividend. A non-employee director’s deferred restricted stock units will be paid in Company common stock (in a lump sum or annual installments over up to five years as elected by the director) when the director no longer serves on the Board of Directors or, if earlier, upon a change in control of the Company.