DEF 14A of Arcutis Biotherapeutics, Inc., Apr 29, 2025

DEF 14A of Arcutis Biotherapeutics, Inc.

Filed Apr 29, 2025 · FY20240001787306-25-000069

Open on EDGAR

  1. TABLE OF CONTENTS

    | Compensation Discussion and Analysis | 32 | | 2024 Summary Compensation Table | 62 | | Grants of Plan Based Awards Tables | 63 | | Outstanding Equity Awards at 2024 Fiscal Year End | 65 | | Equity Compensation Plan Information | 68 | | DIRECTOR COMPENSATION | 71 | | Non-Employee Director Compensation Program | 71 | | INFORMATION ABOUT STOCK OWNERSHIP | 74 | | Security Ownership of Certain Beneficial Owners and Management | 74 | | Delinquent Section 16(a) Reports | 77 | | PROPOSAL NO. 3 APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 77 | | Background | 77 | | Board Recommendation | 78 | | ADDITIONAL INFORMATION | 78 | | Householding of Proxy Materials | 78 | | Other Matters | 78 | | Copies of Notice and Proxy Card | 80 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  3. Board Size and Structure

    Board Size and Structure Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of 9 seated directors, divided into the three following classes: •Class II directors: Bhaskar Chaudhuri, Ph.D, Sue-Jean Lin, and Howard G. Welgus, M.D., whose current terms will expire at the Annual Meeting; •Class III directors: Patrick Heron, Neha Krishnamohan, and Todd Franklin Watanabe, whose current terms will expire at the annual meeting of stockholders to be held in 2026; and •Class I directors: Terrie Curran, Halley Gilbert and Keith Leonard, Jr., whose current terms will expire at the annual meeting of stockholders to be held in 2027. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders and until each such director’s successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification or removal. Mr. Chaudhuri, Ms. Lin and Dr. Welgus have been nominated to serve as Class II directors and have each elected to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders and until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation, disqualification or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of these three nominees. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting. The following table sets forth, for the Class II nominees (who are currently standing for re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 15, 2025, tenure on the Board, and position/office held within the Company:

  4. Board Size and Structure

    | Name | Age | Position/Office Held With the Company | Director Since | | Class II Directors whose terms expire at the Annual Meeting of Stockholders | | | | | Bhaskar Chaudhuri (2) | 69 | Director | 2016 | | Sue-Jean Lin (1) (3) | 66 | Director | 2021 | | Howard G. Welgus, M.D. (3) | 73 | Director | 2020 | | Class III Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Patrick J. Heron (2) | 54 | Director | 2017 | | Neha Krishnamohan (1) | 38 | Director | 2022 | | Todd Franklin Watanabe | 57 | President, Chief Executive Officer and Director | 2017 | | Class I Directors whose terms expire at the 2027 Annual Meeting of Stockholders | | | | | Terrie Curran (3) | 56 | Director | 2020 | | Halley E. Gilbert (1) | 55 | Director | 2020 | | Keith R. Leonard, Jr. (2) | 63 | Chairman and Director | 2021 |

  5. Board Size and Structure

    (1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating and Corporate Governance Committee.

  6. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders Bhaskar Chaudhuri, Ph.D. has served as a member of our board of directors since April 2016, has served as the Chair of the Compensation Committee since 2020 and is one of our co-founders. Since January 2023, he has been the Senior Advisor at Frazier Life Sciences. From June 2011 to January 2023, Mr. Chaudhuri served as the Operating Partner at Frazier Healthcare Ventures. Prior to that time, Dr. Chaudhuri served as President of Valeant Pharmaceuticals International, Inc. (currently Bausch Health) from January 2009 to September 2010. Prior to joining Valeant, Dr. Chaudhuri served for seven years as President and Chief Executive Officer of Dow Pharmaceutical Sciences, Inc. and as a member of its board of directors from 2003 to 2008, at which time Dow was acquired by Valeant. Prior to that, Dr. Chaudhuri served as Executive Vice President of Scientific Affairs at Bertek Pharmaceuticals, Inc., a subsidiary of Mylan N.V., from September 2000 to March 2002. Prior to his position at Bertek, Dr. Chaudhuri served as the General Manager of the Dermatology Division of Mylan from September 1998 to August 2000. Dr. Chaudhuri joined Mylan through the acquisition of Penederm, Inc., where he worked from 1992 to 1998 in a number of senior positions before becoming the Vice President of Research and Development. Dr. Chaudhuri serves on the boards of directors of Tarsus Pharmaceutical, Inc., and previously served on the board of directors of Teligent, Inc. and Corium International, Inc. He also serves on the Advisory Board of the Johns Hopkins Berman Institute of Bioethics. Dr. Chaudhuri received a B.S. in Pharmacy and a M.S. in Industrial Pharmacy from Jadavpur University and a Ph.D. in Pharmaceutics from the University of Louisiana. We believe Dr. Chaudhuri is qualified to serve on our board of directors because of expertise in dermatology and his many years of experience in the pharmaceutical industry, including his prior positions in senior executive roles at major pharmaceutical companies. Sue-Jean Lin has served as a member of our board of directors since June 2021 and has served as the Chair of the Audit Committee since September 2022. Ms. Lin retired in March 2025 from Alcon, where she held the position of Senior Vice President, Chief Information and Transformation Officer, and was a member of the Executive Committee. During her tenure at Alcon, she built and led a world-class global information technology organization and contributed to company’s success after its spin-off from Novartis in 2019. From 2016 to 2018, she served as a member of the Hill-Rom executive leadership team, serving in the capacity of senior vice president and chief information officer. In this role, she was instrumental in developing an innovative remote care in acute care settings that enhanced patient engagement and improved the effectiveness of healthcare professionals. From 1989 to 2015, she held multiple roles at Allergan (prior to it being acquired by AbbVie Inc.), including as the senior vice president and chief information officer, and as the regional chief financial officer, VP of Finance and Controller, for Europe, Middle East, Africa, and Asia Pacific. Ms. Lin holds a bachelor’s degree in accounting and a master’s degree in business administration from the University of Nevada, Reno. We believe Ms. Lin is qualified to serve on our board of directors because of her experience in senior executive positions in a number of industries, including healthcare, expertise in dermatology, and her financial, information technology, digital transformation, and cybersecurity expertise. Howard G. Welgus, M.D. has served as a member of our board of directors since August 2020. Dr. Welgus served as our Chief Medical Officer from April 2017 to July 2020. From February 2016 to June 2018, Dr. Welgus served as the Chief Medical Officer at Verrica Pharmaceuticals Inc. Prior to joining Verrica, Dr. Welgus served as the Chief Medical Officer at Thesan Pharmaceuticals Inc. from September 2012 to November 2016 and served as the Chief Medical Officer at Nycomed US Inc. from May 2009 to November 2010. From 1999 to 2009, he served as the Vice President and head of the Dermatology and Inflammation therapeutic areas in Discovery at Pfizer Inc. in Ann Arbor, MI. Prior to joining the private sector, Dr. Welgus was a faculty member at Washington University for 17 years. Dr. Welgus is a board-certified dermatologist and received a M.D. from Washington University School of Medicine in St. Louis and a B.A. in Biology from Rice University. We believe that Dr. Welgus is qualified to serve on our board of directors because of his extensive knowledge of our business, expertise in dermatology and his experience in the biopharmaceutical industry.

  7. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Patrick J. Heron has been a member of our board of directors since April 2016. Since September 1999, Mr. Heron has been a managing general partner with Frazier Life Sciences, where he has been active in company formations and initial investments in various biotechnology companies, including Marcadia Biotech Inc., Calixa Therapeutics, Inc. and VentiRx Pharmaceuticals, Inc. He also led Frazier’s involvement in MedPointe Inc. Prior to joining Frazier, Mr. Heron helped develop McKinsey & Company’s west coast biotechnology consulting practice. From 2018 to 2025, Mr. Heron served on the board of directors of several private companies and the following public companies: Mirum Pharmaceuticals, Inc., and HilleVax, Inc. He previously served on the boards of directors including Vaxcyte, Inc. (2017 to 2021), Passage Bio, Inc. (2018 to 2021), Iterum Therapeutics, plc. (2014 to 2022), Imago Biosciences, Inc. (2014 to 2022), SanRemo Therapeutics Holdings Limited (2021 to 2024), Alpha-9 Theranostics, Inc. (2022 to 2025), Alceptor Therapeutics, Inc. (2021 to 2025), and MBX Biosciences, Inc. (2020 to 2025). Mr. Heron received a B.A. in Political Science from the University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School. We believe that Mr. Heron is qualified to serve on our board of directors because of his investing and operations experience in the life sciences industry. Neha Krishnamohan has served as a member of our board of directors since September 2022. Ms. Krishnamohan is currently the Chief Financial Officer and Executive Vice President, Corporate Development at Artiva Biotherapeutics, Inc., an off-the-shell NK cell therapy company focused on autoimmune and oncology indications. Previously, Ms. Krishnamohan served as Chief Financial Officer and Executive Vice President, Corporate Development at Kinnate Biopharma Inc., a publicly traded biopharmaceutical company from June 2021 until its acquisition by XOMA Corporation in April 2024. Prior to joining Kinnate, she was with Goldman Sachs where she held various roles since July 2008, most recently as Vice President in the Healthcare Investment Banking Group. During her tenure at Goldman Sachs, she advised a variety of biopharmaceutical company board of directors and management teams on a broad range of strategic financial matters; and executing financings and leading M&A transactions. Ms. Krishnamohan holds a B.S.E. with a double major in Biomedical Engineering and Economics from Duke University. We believe that Ms. Krishnamohan is qualified to serve on our board of directors because of her business and financial expertise, including capital markets, and her experience as a senior executive in the biopharmaceutical industry. Todd Franklin Watanabe has served as our President and Chief Executive Officer, and as a member of our board of directors, since April 2017. Prior to joining Arcutis Biotherapeutics, he served as co-founder and Chief Operating Officer of Kanan Therapeutics, Inc., a cardiovascular drug development company from December 2015 to February 2018, and before that, he served as Vice President of Strategy and Corporate Development at Kythera Biopharmaceuticals Inc. from October 2013 to November 2015. Mr. Watanabe was an executive at Amgen Inc. from 2005 to 2013, where he was involved in the development of Repatha for hyperlipidemia and Aimovig for migraine, and worked on the U.S. marketing of Enbrel in both dermatology and rheumatology. Previously, he was an executive with Eli Lilly and Company, and an official in the U.S. Government. He was also a commissioned officer in the U.S. Navy Reserves for 25 years. Mr. Watanabe received his M.A. in National Security Studies, and his B.A. in International Relations, both from Georgetown University. We believe that Mr. Watanabe is qualified to serve on our board of directors because of his expertise in dermatology and experience with biotechnology companies, including working with and serving in various executive positions in life sciences companies.

  8. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Terrie Curran has served as a member of our board of directors since November 2020 and has served as the Chair of the Nominating and Corporate Governance Committee since 2021. Ms. Curran served as the Chief Executive Officer and President of Phathom Pharmaceuticals, Inc., a late clinical-stage biopharmaceutical company focused on developing and commercializing new treatments for gastrointestinal diseases, from December 2019 to March 2025, and served as a member of its board of directors since August 2019 to March 2025. From November 2016 to 2023, Ms. Curran served as a member of the board of directors of Myovant Sciences Ltd., a clinical-stage biopharmaceutical company with a focus on treatments for women suffering from uterine fibroids, endometriosis and infertility and men suffering from prostate cancer. Ms. Curran previously served as the President, Global Inflammation and Immunology (I&I) Franchise at Celgene Corporation and a member of its Executive Committee from April 2017 until November 2019. Ms. Curran joined Celgene in 2013 as the U.S. Commercial Head of the I&I Franchise and built the capabilities and recruited the teams that executed the successful launch of OTEZLA, before becoming Head of Worldwide Markets. Prior to joining Celgene, she served as Senior Vice President and General Manager - Global Women’s Health at Merck & Co. Before joining Merck, Ms. Curran held a number of Country General Manager positions at Schering-Plough and Pharmacia across Europe and Asia Pacific. She previously served on the board of H. Lundbeck A/S, a global pharmaceutical company. Ms. Curran holds a Graduate Diploma of Marketing and a Bachelor of Applied Science (B.A.S.) from the University of Technology, Sydney. We believe Ms. Curran is qualified to serve on our board of directors because of her expertise in dermatology and years of experience in the pharmaceutical industry, including positions in senior executive roles at major pharmaceutical companies. Halley E. Gilbert has served as a member of our board of directors since May 2020. Ms. Gilbert is currently the Chief Legal Officer of CARGO Therapeutics, a cell therapy company focused on oncology indications. From August 2021 through April 2022, Ms. Gilbert served as Chief Legal Officer of NeoGenomics Laboratories, a cancer diagnostics company. From July 2020 to August 2021, Ms. Gilbert served as Chief Operating Officer of Invivyd, Inc. (formerly, Adagio Therapeutics), a clinical stage company developing antibodies for infectious diseases. Prior to Invivyd, Ms. Gilbert held various roles at Ironwood Pharmaceuticals from February 2008 through February 2020, including Senior Vice President for Corporate Development, Chief Administrative Officer, and Chief Legal Officer. Prior to joining Ironwood Pharmaceuticals, Ms. Gilbert was Vice President, Deputy General Counsel at Cubist Pharmaceuticals, Inc. and previously served as a corporate counsel at Genzyme Corp., prior to its acquisition by Sanofi. She began her career at Skadden, Arps, Slate, Meagher & Flom LLP, where she specialized in mergers and acquisitions and securities law. Ms. Gilbert currently serves on the board of directors, including as chair of the nominating and corporate governance committee and a member of the audit committee, of each of Vaxcyte, Inc., a biopharmaceutical company developing vaccines for infectious disease targets, and CytomX Therapeutics, Inc., a biopharmaceutical company focused on the development of therapeutic cancer treatments. Ms. Gilbert previously served on the board of directors of Dermira, Inc. (acquired by Eli Lilly and Company), a commercial-stage company focused on medical dermatology, and Achaogen, Inc. (acquired by Cipla), a commercial-stage biopharmaceutical company that developed novel antibacterial therapies. Ms. Gilbert holds a B.A. in Political Science from Tufts University and J.D. from Northwestern University School of Law. We believe that Ms. Gilbert is qualified to serve on our board of directors because of her significant experience launching new medicines and her in-depth knowledge of legal matters, corporate and business development, compliance and government affairs from her extensive biopharmaceutical industry experience. Keith R. Leonard, Jr., has served as a member of our board of directors since September 2021 and has served as the Chair of our board of directors since November 2024. Mr. Leonard is chairman of the board of Unity Biotechnology Inc. where he served as chief executive officer from 2016 to 2020, and currently serves on the board of robotic surgery pioneer Intuitive Surgical. Previously, Mr. Leonard served as the chief executive officer of Kythera Biopharmaceuticals from its founding in 2005 to its acquisition by Allergan plc in 2015. Before Kythera, Mr. Leonard spent 13 years at Amgen, ultimately as senior vice president and general manager of Amgen Europe, where he ran all commercial operations in 28 countries. Prior to that position, Mr. Leonard ran Amgen’s manufacturing operations in Europe, established Amgen’s presence in inflammation, served as head of information management, and had leadership roles in sales and marketing, engineering, operations, and finance. Mr. Leonard previously served as an independent director of Sanifit Laboratories SA (a privately held clinical-stage biopharmaceutical company), Sienna Biopharmaceuticals, Inc., Anacor Pharmaceuticals, Inc., Affymax, Inc., and ARYx Therapeutics, and was a venture partner with ARCH Venture Partners. He holds a Master of Business Administration from the Anderson School of Management, University of California, Los Angeles, a Master of Science in mechanical engineering from University of California, Berkeley, a Bachelor of Arts in history from University of Maryland, College Park, and a Bachelor of Science in engineering from University of California, Los Angeles. We believe Mr. Leonard is qualified to serve on the board of directors because of his years of experience as an executive in the pharmaceutical industry, his expertise in dermatology and deep commercial expertise.

  9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE NAMED CLASS II DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE THREE NAMED CLASS II DIRECTOR NOMINEES

  10. 2024 Executive Compensation Program Highlights

    2024 Executive Compensation Program Highlights Cash Compensation Historically, our compensation program has consisted of relatively modest cash compensation and has emphasized equity compensation consistent with common practices for other pre-IPO companies. Subsequent to our IPO in 2020, our compensation program continues to emphasize equity compensation, however, in 2024 we continued our multi-step process to better align the cash compensation for our named executive officers with competitive market practices of comparable public companies. For 2024, we increased the base salaries of our continuing named executive officers by approximately 3.9% to 11.3%. The largest increases were due to the promotions of our Chief Commercial Officer and Chief Medical Officer, both of whom were promoted to Executive Vice President in December 2024. We did not increase the target bonus opportunity for any of our named executive officers for 2024, with the exception of those promoted to Executive Vice President in December 2024. Equity Awards Our continuing named executive officers received 2024 annual equity awards in a mix of stock options and RSUs, at grant values below the median of the 2024 peer group. We also awarded a new hire grant consisting of a mix of time- and performance-based options and RSUs to our Senior Vice President and Chief Financial Officer in connection with the commencement of his employment. Performance Results and Payouts We had a strong year of execution across all departments and achieved our annual 2024 corporate goals at 128% of target.

  11. Executive Compensation Philosophy and Objectives

    | What We Do | What We Do Not Do | | ✓ Emphasize performance-based, at-risk compensation. | ☒ Grant uncapped cash incentives or guaranteed equity compensation. | | ✓ Emphasize the use of equity compensation to promote executive retention and reward long-term value creation. | ☒ Guarantee executive officers annual salary increases or bonuses. | | ✓ Weight the overall pay mix toward long-term incentive compensation for senior executives. | ☒ Provide excessive perquisites. | | ✓ Establish incentive compensation programs based on metrics that are aligned with our corporate strategy and designed to grow stockholder value. | ☒ Provide any compensation-related tax gross-ups. | | ✓ Structure change in control severance payments as “double-trigger”, requiring both a change in control and an involuntary termination for payout. | | | ✓ Maintain an Insider Trading Compliance Policy that prohibits employees, officers and directors from engaging in hedging transactions. | | | ✓ Maintain a Clawback Policy that allows the Company to seek to recover certain incentive compensation paid to its officers in situations where “Recoverable Events” have taken place. | | | ✓ Maintain a Stock Ownership Guidelines policy to align the long-term interests of senior executives and non-employee directors with those of the Company's shareholders. | | | ✓ Maintain a Compensation Committee comprised entirely of independent directors. | | | ✓ Engage an independent compensation consultant to advise our Compensation Committee. | | | ✓ Hold an annual say on pay stockholder advisory vote. | | | ✓ Conduct annual pay equity assessments. | |

  12. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has retained the services of Pay Governance as its independent compensation consultant. Pay Governance assists the Compensation Committee in its review of executive and director compensation practices, including the market competitiveness of compensation, executive compensation design, pay practices of industry peers, and other technical considerations including those related to tax and accounting. For fiscal 2024, Pay Governance advised and assisted with the following: •Providing fair and competitive compensation packages that are designed to incentivize executives to drive company performance; •Development of a peer group to be used in the evaluation of 2024 executive and director compensation; •Development of our 2024 stock option exchange program; •Market analysis of executive officer compensation compared to our peer group; •Market analysis of long-term incentive compensation of our executive officers compared to our peer group; and •Market analysis of director compensation compared to our peer group. The Compensation Committee regularly evaluates the services Pay Governance provides and has final authority to engage and terminate their services. Our Compensation Committee has assessed Pay Governance’s independence consistent with Nasdaq listing standards and has concluded that the engagement of Pay Governance does not raise any conflict of interest.

  13. 2024 Peer Group

    2024 Peer Group With the assistance of Pay Governance, the Compensation Committee annually reviews the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group. While referencing peer group compensation levels is helpful in determining market-competitive compensation for our named executive officers, the Compensation Committee and board of directors do not directly tie any pay elements to particular benchmarks within the peer group. Rather, peer data is one consideration, along with employee knowledge, skills, experience, individual performance, and scope of responsibilities, among other factors. In developing the 2024 peer group, the Compensation Committee considered several qualitative and quantitative elements. The targeted criteria set out below were guidelines, and not all companies selected met each of the selection criteria. •Industry – biotechnology/biopharmaceutical companies, with preference for companies with dermatology-related products under development; •Market Capitalization – companies within a market cap range of $200 million to $1.8 billion (~1/3 to 3x our valuation at the time the peer group was developed); •Stage of Development – primarily commercial companies and, to a lesser extent, later stage, pre-commercial companies with a significant ongoing research and development spend; •Maturity – companies completing IPOs within five years of Arcutis’ 2020 IPO; •Location – strike a balance between companies with Southern and Northern California locations (with other U.S. geographies included as needed); •Headcount – between 100 and 500 employees. Following this analysis, the Compensation Committee identified the following 16 publicly-traded, U.S.-based biotechnology/biopharmaceutical companies as our peer group to be used in reviewing executive compensation for 2024:

  14. 2024 Peer Group

    | 2024 Peer Group | | | | Agios Pharmaceuticals | Alector | AnaptysBio | | BioCryst Pharmaceuticals | Bluebird Bio | Cara Therapeutics | | Coherus Biosciences | MannKind | Protagonist | | Revance Therapeutics | Sage Therapeutics | Seres | | Tarsus | Travere Therapeutics | Vanda Pharmaceuticals | | Y-maBs Therapeutics | | |

  15. 2024 Peer Group

    Axsome Therapeutics, BridgeBio Pharma, and Karuna Therapeutics were removed from our peer group for 2024 because their market capitalizations were no longer in our targeted range. At the time the peer group was reviewed, their valuations were significantly higher than Arcutis’s valuation. Kura Oncology was removed from our peer group for 2024 because their clinical program was in an earlier stage of development. FibroGen was removed due to their recent clinical challenges at the time the peer group was reviewed. In lieu of these five companies, we added Bluebird Bio, Coherus Biosciences, Protagonist, Seres and Tarsus to our 2024 peer group. Our Compensation Committee expects to periodically review and update this peer group and to utilize Pay Governance for benchmarking and peer group analysis in determining and developing compensation packages for our named executive officers.

  16. Elements of Executive Compensation

    | Compensation Element | Compensation Objectives Designed to be Achieved and Key Features | | Base Salary | Attract and retain key talent by providing base cash compensation at competitive levels. | | Cash-Based Annual Incentive Compensation | Motivate and reward attainment of rigorous annual corporate performance goals identified as strategic drivers of long-term value creation. | | Equity-Based Incentive Compensation | Provide long-term incentives in the form of equity-based compensation to drive an ownership mentality, encourage retention, provide strong alignment with shareholders and reinforce the importance long-term shareholder value creation. | | Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Create clarity around termination or change of control events and provide for retention of executives. | | Health and Welfare Benefits | Attract and retain key talent by providing a competitive benefits package. |

  17. Elements of Executive Compensation

    Our Compensation Committee has not established formal policies or guidelines for allocating compensation between annual and long-term incentive compensation, or between cash and non-cash compensation. Instead, through our compensation program, the Compensation Committee seeks to align pay and performance. As can be seen in the graphs below, a large percentage of executive pay in 2024 was variable and “at-risk” (82% for the Chief Executive Officer, and 82% on average for our other named executive officers), meaning that value to the executive is tied directly to corporate goals and stock price performance. In this sense, we believe we have established a pay-for-performance culture and pay program. The balance between these components may change from year to year based on corporate strategy and objectives, among other considerations. The equity awards granted to the other NEOs who were employed by the Company for the entirety of 2024, including the CEO, were comprised of a mix of RSUs and options.

  18. Annual Corporate Performance Goals

    Annual Corporate Performance Goals The Compensation Committee works with the executive team to develop goals with respect to the Company’s annual incentive compensation program and ultimately recommends a list of goals to the Board for approval. The Board reviews the strategic, operational and financial components of the goals and approves the goals as well as a weighting for each goal based on its relative importance. Our Chief Executive Officer and executive team provide updates to the Board through the course of the year on performance towards these goals. At the end of the year, our Chief Executive Officer presents the Compensation Committee with a proposed score based on the Company’s performance against the goals. After discussion and review, the Compensation Committee recommends to the Board for approval the overall corporate achievement score compared to the annual performance goals. This score is then used to establish the annual bonus payments for each named executive officer.

  19. Annual Bonus Process

    Annual Bonus Process The Compensation Committee considers input from the Chief Executive Officer when reviewing the annual performance and compensation reviews for our executive officers and considers input from the non-employee members of our Board relative to the performance and compensation of our Chief Executive Officer. The Compensation Committee reviews base salary, annual bonus and equity-based compensation annually as part of this review. The review is typically conducted over a series of meetings beginning at the end of the year and as part of the Company’s broader annual performance review process. The annual corporate score which is determined as described above in “Annual Corporate Performance Goals” is used to determine the size of the Company-wide bonus pool. Our Chief Executive Officer and named executive officers receive a bonus based entirely on corporate performance since they have ultimate operational responsibility for corporate performance. The Compensation Committee retains flexibility to increase or decrease any and all compensation components to reflect performance.

  20. 2024 Bonus Targets

    2024 Bonus Targets We consider annual cash incentive bonuses to be an important component of our total compensation program that provide incentives necessary to retain executive officers. Each named executive officer is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the named executive officer’s base salary. Bonus targets are reviewed annually by the Compensation Committee, taking into consideration competitive market data, internal parity, promotions and other factors, and adjusted if deemed appropriate by the Compensation Committee. In fiscal 2024, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary:

  21. 2024 Bonus Targets

    | Named Executive Officer | 2023 Bonus Target | 2024 Bonus Target | | Todd Franklin Watanabe | 65% | 65% | | David Topper (1) | — | 45% | | Patrick Burnett, M.D., Ph.D. (3) | 45% | 50% | | L. Todd Edwards (3) | 45% | 50% | | Masaru Matsuda, J.D. | 45% | 45% | | John Smither (2) | 45% | 45% |

  22. 2024 Bonus Targets

    (1)Mr. Topper joined the Company in April 2024. (2)Mr. Smither joined the Company in August 2023 and retired in April 2024. (3)As part of their promotions to Executive Vice President in December 2024, the annual bonus targets for Mr. Burnett and Mr. Edwards were increased to 50%, effective December 1, 2024.

  23. Evaluation of Performance Against 2024 Corporate Goals

    Evaluation of Performance Against 2024 Corporate Goals In January 2024, the Board evaluated the Company’s performance against the above goals and determined that the Company had achieved corporate goals for fiscal 2024 at 128% of target levels. In consideration of the foregoing, in March 2024, pursuant to the terms and conditions of the applicable annual bonus guidelines, the Board approved annual cash bonus payments for each named executive officer as reflected in the table below.

  24. Evaluation of Performance Against 2024 Corporate Goals

    | Named Executive Officer | 2024 Bonus Target | Corporate Goal Score Modifier | 2024 Actual Bonus Paid as % of Salary | 2024 Actual Bonus Paid (1) | | Todd Franklin Watanabe | 65% | 128% | 83% | $549,841 | | David Topper | 45% | 128% | 58% | $296,640 | | Patrick Burnett, M.D., Ph.D. (2) | 45% | 128% | 58% | $293,274 | | L. Todd Edwards (2) | 45% | 128% | 58% | $300,311 | | Masaru Matsuda, J.D. | 45% | 128% | 58% | $268,112 | | John Smither | 45% | 128% | 58% | $105,600 |

  25. 2025 Annual Incentive Compensation Program

    2025 Annual Incentive Compensation Program In March 2025, the Board also approved an annual incentive compensation program for 2025 for our NEOs on substantially similar terms and conditions as our 2024 annual incentive compensation program described above.

  26. Equity-Based Incentive Compensation

    Equity-Based Incentive Compensation We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. In evaluating the mix of equity awards for 2024, the Compensation Committee considered market trends as well as practices of our peer group companies, and determined that a mix of stock options, restricted stock units and where appropriate, performance-based restricted stock units, would be the most appropriate incentive structure for our named executive officers to reward performance over time and achieve our retention objectives. We do not currently have any formal policy for determining the number of equity-based awards to grant to named executive officers.

  27. Stock Options

    Stock Options The Compensation Committee and Board grant stock options to emphasize retention and align the named executive officers’ interests with those of stockholders. These awards provide a necessary balance between performance-based and time-vesting awards. Stock option awards will generally be fully vested four years after the option grant date, subject to continuous service.

  28. Restricted Stock Units

    Restricted Stock Units Restricted stock units (RSUs) are an important retention vehicle for named executive officers, as well as a variable and at-risk component of executive compensation. Market trends reflect their favored use among our peer group and other companies in the biotechnology sector. RSU awards will generally be fully vested four years after the RSUs are granted, subject to continuous service.

  29. Performance-Based Equity

    Performance-Based Equity In certain cases, the Compensation Committee and/or the Board grant performance-based stock options or performance-based restricted stock units (PSUs) that begin vesting upon the completion of specific performance criteria, with continued vesting subject to continuous service. Performance-based grants align the named executive officers’ interests with those of stockholders by requiring the achievement of goals that the Compensation Committee expects to drive stock price growth. In connection with Mr. Edwards commencing services as our Senior Vice President and Chief Commercial Officer in September 2023, our Compensation Committee and Board granted him 60,000 PSUs. The PSUs were to become earned based on the achievement of specified performance targets: (i) If Q1 2024 Zoryve total net sales forecast is achieved or exceeded, 30,000 PSUs begin vesting; or (ii) If milestone 1 is not achieved and Q1 2024 total net sales forecast is achieved at 85% of forecast, 15,000 PSUs begin vesting; and (iii) If Q1 2024 Zoryve Foam unit forecast is achieved or exceeded, 30,000 PSUs begin vesting; or (iv) If milestone 3 is not achieved and Q1 2024 Zoryve Foam unit forecast is achieved at 85% of forecast, 15,000 PSUs begin vesting. The first and third performance targets were achieved. Upon the date achievement of each respective performance target was certified by the Compensation Committee (the vesting commencement date), 30,000 PSUs vested, and the remaining 30,000 PSUs will vest on the one-year anniversary of the vesting commencement date, subject to Mr. Edwards’ continuous service to the Company through the vesting date. In connection with Mr. Topper commencing services as our Senior Vice President and Chief Financial Officer in April 2024, our Compensation Committee and Board granted him 60,000 PSUs. The PSUs were to become earned based on the achievement of a specified performance target, which was to identify and evaluate enhancements to the Company’s liquidity and capital resources and complete the execution of the approved plan. The performance target was achieved on August 9, 2024 when Arcutis amended the $200 million term-loan with SLR Investment Corp., lowering the interest rate by 150 basis points, extending the maturity to August 2029, and obtaining an option to prepay up to $100 million of the principal and re-draw it within 21-24 months at company’s discretion. Upon the date achievement of the performance target was certified by the Board (the vesting commencement date), 30,000 PSUs vested, and the remaining 30,000 PSUs will vest on the one-year anniversary of the vesting commencement date, subject to Mr. Topper’s continuous service to the Company through the vesting date.

  30. 2024 Option Exchange Offer

    2024 Option Exchange Offer In early 2024, we offered our employees and consultants, including our NEOs, the opportunity to exchange options with exercise prices in excess of $10.00 for a lesser number of new restricted stock units (RSUs), subject to a new vesting schedule. We pursued this initiative as part of our continued efforts to retain top tier talent, and in recognition that our employees and consultants highly value equity incentive compensation. We view equity as a meaningful component of our balanced total compensation program which contributes to an ownership culture and strive to remain competitive in our compensation offerings to employees, including our NEOs. Non-employee directors were not eligible to participate. The option exchange was offered at a crucial juncture for us when we most needed key talent continuity to execute on our then ongoing plaque psoriasis launch and our two commercial launches in 2024 in seborrheic dermatitis and atopic dermatitis. Our stock price had dropped from $20.74 per share of common stock on December 31, 2021 down to $3.29 on December 29, 2023. Given the drop in value our equity had suffered, our Compensation Committee determined that our equity-based compensation had little to no retentive effect. After losing a number of key talent in 2023, including executive officers, major investors advised that we needed to address retention in order to deliver on our strategy. We consider this to be a one-time event. The number of RSUs granted in exchange for options varied based on the exercise price of the options with participants receiving one RSU for between 2 and 3 shares of underlying options that were exchanged. Upon conclusion of the option exchange offer, there were 5,059,129 stock options exchanged for 2,129,594 RSUs. In March 2025, our management held discussions with major investors who in the aggregate hold a majority of our outstanding shares of common stock and explained the purpose of the option exchange, its dilution friendly design and the fact that we consider this to be a one-time event. Such investors indicated their support of the option exchange, given our performance and execution on our strategy in 2024.

  31. Equity Grants

    Equity Grants The following table sets forth the equity awards granted to our named executive officers in the 2024 fiscal year.

  32. Equity Grants

    | Named Executive Officer | Grant Date | Type of Grant | Stock Options (#) | RSUs (#) | PSUs (#) | | Todd Franklin Watanabe | January 12, 2024 | Annual | 410,000 | | | | | January 12, 2024 | Annual | | 125,000 | | | | February 13, 2024 | Option Exchange (5) | | 264,882 | | | David Topper (1) | April 10, 2024 | New Hire | 310,000 | | | | | April 10, 2024 | New Hire | | 110,000 | | | | June 20, 2024 | New Hire / Performance (2) | | | 60,000 | | Patrick Burnett, M.D., Ph.D. | January 12, 2024 | Annual | 276,000 | | | | | January 12, 2024 | Annual | | 28,000 | | | | February 13, 2024 | Option Exchange (5) | | 189,050 | | | L. Todd Edwards | January 12, 2024 | Annual | 176,000 | | | | | January 12, 2024 | Annual | | 28,000 | | | | February 22, 2024 | New Hire / Performance (3) | | | 60,000 | | Masaru Matsuda, J.D. | January 12, 2024 | Annual | 176,000 | | | | | January 12, 2024 | Annual | | 28,000 | | | | February 13, 2024 | Option Exchange (5) | | 119,550 | | | John Smither (4) | February 13, 2024 | Option Exchange (5) | | 11,365 | | | | May 1, 2024 | Transition | 75,000 | | | | | May 1, 2024 | Transition | | 100,000 | |

  33. Equity Grants

    (1)Mr. Topper joined the Company in April 2024 and was awarded new-hire stock options, restricted stock units, and a performance-based stock award. Mr. Topper's performance-based stock award was granted on June 20, 2024 and was subject to the achievement of a certain milestone. (2)The milestone associated with this PSU award was achieved on September 21, 2024, at which point 50% of the grant vested and the remaining portion of the grant will vest on the one-year anniversary of the achievement date. (3)Mr. Edwards employment agreement included a PSU award that was granted in 2024. The milestone associated with this PSU award was achieved on May 1, 2024, at which point 50% of the grant vested and the remaining portion of the grant will vest on the one-year anniversary of the achievement date. (4)Mr. Smither retired from the Company in April 2024 and entered into a transition and release agreement. His transition agreement provides that he will provide transition services for two years through April 30, 2026. In exchange for his services, he was awarded stock options and restricted stock units. In addition, his unvested equity awards were accelerated to vest 100% upon retirement or will continue to vest per the terms of their corresponding grant agreements, subject to him continuing to provide transition services through the applicable vesting dates. (5)Represents Replacement RSU awards granted pursuant to the Option Exchange Program. Mr. Watanabe exchanged 584,500 options for 264,882 replacement RSUs, Mr. Burnett exchanged 451,700 options for 189,050 replacement RSUs, Mr. Matsuda exchanged 276,100 options for 119,550 RSUs, and Mr. Smither exchanged 34,097 options for 11,365 replacement RSUs.

  34. Employment and Severance Arrangements

    Employment and Severance Arrangements We have entered into employment agreements with all of our named executive officers, which provide for base salaries, target cash incentives, and benefit plan participation, as well as certain additional benefits as described below. We entered into a new employment agreement with Mr. Topper in connection with him joining us in April 2024 and have described such agreement in detail below.

  35. Todd Franklin Watanabe

    Todd Franklin Watanabe We entered into a continued employment agreement with Mr. Watanabe, our President and Chief Executive Officer, in January 2020 (the “Watanabe Continued Employment Agreement”). The Watanabe Continued Employment Agreement outlined his initial base salary and target bonus opportunity, as well as the opportunity to continue participating in our employee benefit plans. In a November 2020 First Amendment to Continued Employment Letter, we amended the agreement to indicate that Mr. Watanabe’s Principal Place of Employment is now in Utah and not California. Under Mr. Watanabe’s severance and change in control agreement (the “Watanabe Severance and Change in Control Agreement”) that went into effect on the date of our initial public offering, he is entitled to certain benefits in the event of a termination of employment with cause, or resignation for good reason (both during and outside a change in control). In the event of a qualifying termination outside of a change in control period, including resignation for good reason, Mr. Watanabe will be entitled to receive the following benefits: •Severance pay in the form of continuation of his base salary rate in effect immediately prior to the qualifying termination for twelve (12) months following termination; and •Subject to Mr. Watanabe’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) twelve (12) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Watanabe with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings. In the event of a qualifying termination (i) within eighteen (18) months following a change in control or (ii) within three (3) months preceding a change in control, Mr. Watanabe will be entitled to receive the following benefits: •Severance pay in an amount equal to eighteen (18) months of his base salary rate in effect immediately prior to the qualifying termination plus 1.5 times his annual bonus amount for the then-current fiscal year based on 100% of target performance, paid out in substantially equal installments over an eighteen-month period; •Subject to Mr. Watanabe’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) eighteen (18) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Watanabe with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings; and •Full acceleration and immediate exercisability, if applicable, of all unvested equity awards subject to time-based vesting conditions, as well as the performance-based stock options granted on March 13, 2019. The amounts set forth above are subject to Mr. Watanabe’s timely delivery to us of a general release of claims that becomes effective and irrevocable.

  36. David Topper

    David Topper We entered into an executive employment agreement with Mr. Topper, our Senior Vice President and Chief Financial Officer, in April 2024 (the “Topper Employment Agreement”) in connection with him joining us in April 2024. The Topper Employment Agreement outlined his initial base salary and target bonus opportunity, as well as the opportunity to participate in our employee benefit plans. In addition, the Topper Employment Agreement provides for reimbursement by us for travel expenses incurred for travel to and from, and housing, at our corporate headquarters, in accordance with the Company’s expense reimbursement policy, as in effect from time to time. Under Mr. Topper’s severance and change in control agreement (the “Topper Severance and Change in Control Agreement”) that went into effect in April 2024, he is entitled to certain benefits in the event of a termination of employment with cause, or resignation for good reason (both during and outside a change in control). In the event of a qualifying termination outside of a change in control period, including resignation for good reason, Mr. Topper will be entitled to receive the following benefits: •Severance pay in the form of continuation of his base salary rate in effect immediately prior to the qualifying termination for nine (9) months following termination; and •Subject to Mr. Topper’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) nine (9) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Topper with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings. In the event of a qualifying termination (i) within eighteen (18) months following a change in control or (ii) within three (3) months preceding a change in control, Mr. Topper will be entitled to receive the following benefits: •Severance pay in an amount equal to twelve (12) months of his base salary rate in effect immediately prior to the qualifying termination plus his annual bonus amount for the then-current fiscal year based on 100% of target performance, paid out in substantially equal installments over an twelve-month period; •Subject to Mr. Topper’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) twelve (12) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Topper with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings; and •Full acceleration and immediate exercisability, if applicable, of all unvested equity awards subject to time-based vesting conditions, as well as the performance-based restricted stock units granted on June 20, 2024. The amounts set forth above are subject to Mr. Topper’s timely delivery to us of a general release of claims that becomes effective and irrevocable. On April 10, 2025, we announced that Mr. Topper will transition out of his role as Senior Vice President and Chief Financial Officer and retire, effective on the Transition Date. In connection with the transition, Mr. Topper will continue to serve as our Senior Vice President and Chief Financial Officer until the Transition Date and will provide transition support through his departure on May 15, 2025. In connection with the transition, and subject to Mr. Topper’s timely execution and non-revocation of a general release, he will be entitled to the benefits set forth above for a termination outside of a change in control period. Patrick Burnett, M.D., Ph.D. We entered into an executive employment agreement with Dr. Burnett, our Executive Vice President and Chief Medical Officer, in July 2020 (the “Burnett Employment Agreement”) in connection with him joining us in August 2020. The Burnett Employment Agreement outlined his initial base salary and target bonus opportunity, as well as the opportunity to participate in our employee benefit plans. In addition, the Burnett Employment Agreement provides for reimbursement by us for travel expenses incurred for travel to and from, and housing, at our corporate headquarters, up to a maximum of $5,000 per month. Under Dr. Burnett’s severance and change in control agreement (the “Burnett Severance and Change in Control Agreement”) that went into effect in July 2020, he is entitled to certain benefits in the event of a termination of employment with cause, or resignation for good reason (both during and outside a change in control). In the event of a qualifying termination outside of a change in control period, including resignation for good reason, Dr. Burnett will be entitled to receive the following benefits: •Severance pay in the form of continuation of his base salary rate in effect immediately prior to the qualifying termination for nine (9) months following termination; and •Subject to Dr. Burnett’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) nine (9) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Dr. Burnett with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings. In the event of a qualifying termination (i) within eighteen (18) months following a change in control or (ii) within three (3) months preceding a change in control, Dr. Burnett will be entitled to receive the following benefits: •Severance pay in an amount equal to twelve (12) months of his base salary rate in effect immediately prior to the qualifying termination plus his annual bonus amount for the then-current fiscal year based on 100% of target performance, paid out in substantially equal installments over an twelve-month period; •Subject to Dr. Burnett’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) twelve (12) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Dr. Burnett with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings; and •Full acceleration and immediate exercisability, if applicable, of all unvested equity awards subject to time-based vesting conditions, as well as the performance-based restricted stock units granted on August 3, 2020. The amounts set forth above are subject to Dr. Burnett’s timely delivery to us of a general release of claims that becomes effective and irrevocable.

  37. L. Todd Edwards

    L. Todd Edwards We entered into an executive employment agreement with Mr. Edwards, our Executive Vice President and Chief Commercial Officer, in September 2023 (the “Edwards Employment Agreement”) in connection with him joining us in September 2023. The Edwards Employment Agreement outlined his initial base salary and target bonus opportunity, as well as the opportunity to participate in our employee benefit plans. In addition, the Edwards Employment Agreement provides for reimbursement by us for travel expenses incurred for travel to and from, and housing, at our corporate headquarters, in accordance with the Company’s expense reimbursement policy, as in effect from time to time. Under Mr. Edwards’ severance and change in control agreement (the “Edwards Severance and Change in Control Agreement”) that went into effect in September 2023, he is entitled to certain benefits in the event of a termination of employment with cause, or resignation for good reason (both during and outside a change in control). In the event of a qualifying termination outside of a change in control period, including resignation for good reason, Mr. Edwards will be entitled to receive the following benefits: •Severance pay in the form of continuation of his base salary rate in effect immediately prior to the qualifying termination for nine (9) months following termination; and •Subject to Mr. Edwards’ timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) nine (9) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Edwards with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings. In the event of a qualifying termination (i) within eighteen (18) months following a change in control or (ii) within three (3) months preceding a change in control, Mr. Edwards will be entitled to receive the following benefits: •Severance pay in an amount equal to twelve (12) months of his base salary rate in effect immediately prior to the qualifying termination plus his annual bonus amount for the then-current fiscal year based on 100% of target performance, paid out in substantially equal installments over an twelve-month period; •Subject to Mr. Edwards’ timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) twelve (12) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Edwards with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings; and •Full acceleration and immediate exercisability, if applicable, of all unvested equity awards subject to time-based vesting conditions, as well as the performance-based restricted stock units granted on February 22, 2024. The amounts set forth above are subject to Mr. Edwards’ timely delivery to us of a general release of claims that becomes effective and irrevocable. Masaru Matsuda, J.D. We entered into an executive employment agreement with Mr. Matsuda, our Senior Vice President and General Counsel, in December 2021 (the “Matsuda Employment Agreement”) in connection with him joining us in January 2022. The Matsuda Employment Agreement outlined his initial base salary and target bonus opportunity, as well as the opportunity to participate in our employee benefit plans. In addition, the Matsuda Employment Agreement provides for reimbursement by us for travel expenses incurred for travel to and from, and housing, at our corporate headquarters, in accordance with the Company’s expense reimbursement policy, as in effect from time to time. Under Mr. Matsuda’s severance and change in control agreement (the “Matsuda Severance and Change in Control Agreement”) that went into effect in January 2022, he is entitled to certain benefits in the event of a termination of employment with cause, or resignation for good reason (both during and outside a change in control). In the event of a qualifying termination outside of a change in control period, including resignation for good reason, Mr. Matsuda will be entitled to receive the following benefits: •Severance pay in the form of continuation of his base salary rate in effect immediately prior to the qualifying termination for nine (9) months following termination; and •Subject to Mr. Matsuda’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) nine (9) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Matsuda with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings. In the event of a qualifying termination (i) within eighteen (18) months following a change in control or (ii) within three (3) months preceding a change in control, Mr. Matsuda will be entitled to receive the following benefits: •Severance pay in an amount equal to twelve (12) months of his base salary rate in effect immediately prior to the qualifying termination plus his annual bonus amount for the then-current fiscal year based on 100% of target performance, paid out in substantially equal installments over an twelve-month period; •Subject to Mr. Matsuda’s timely election for continued coverage under COBRA, we shall pay, or reimburse, his monthly premium for him and his covered dependents under COBRA until the earliest of (a) twelve (12) months, (b) the date when he receives similar coverage with a new employer, or (c) the expiration of his continuation coverage under COBRA. We may elect that, in lieu of paying or reimbursing the premiums, we shall instead provide Mr. Matsuda with a monthly cash payment equal to the amount we would have otherwise paid for his monthly premium, less applicable tax withholdings; and •Full acceleration and immediate exercisability, if applicable, of all unvested equity awards subject to time-based vesting conditions, as well as the performance-based stock options granted on January 3, 2022. The amounts set forth above are subject to Mr. Matsuda’s timely delivery to us of a general release of claims that becomes effective and irrevocable.

  38. John Smither

    John Smither In April 2024, we entered into a transition and release agreement with Mr. Smither in connection with his retirement. The agreement provides that he will provide transition services for two years through April 30, 2026. In exchange for his services, he was awarded an option to purchase 75,000 shares of our common stock and 100,000 RSUs. The RSUs vest 50% annually through April 30, 2026, subject to Mr. Smither’s provision of transition services. The shares underlying the stock option vests in equal monthly installments through April 30, 2026, subject to Mr. Smither’s provision of transition services. In addition, the vesting of 104,167 RSUs was accelerated in connection with his retirement and options to purchase 11,365 shares of our common stock will continue to vest pursuant to the terms of their corresponding grant agreements, subject to him continuing to provide transition services through the applicable vesting dates. Lastly, per the agreement, Mr. Smither was paid a pro-rata cash incentive bonus of $105,600 in March 2025 at his bonus target of forty-five percent (45%) based on his actual salary earned through his retirement in April 2024.

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The amount of compensation and benefits payable to each named executive officer in various termination and change in control situations has been estimated in the tables below. The value of the option and RSU vesting accelerations was calculated for each of the tables below on the assumption that the change in control and executive’s employment termination occurred on December 31, 2024. The closing price of our common stock on December 31, 2024 was $13.93, which was used as the value of our common stock in the change in control calculations. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of December 31, 2024 by the difference between the closing price of our common stock as of December 31, 2024 and the exercise price. No value is attributed to unvested options subject to acceleration which have exercise prices above the closing market price of our common stock on December 31, 2024. The value of RSUs was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2024 by the closing price of our common stock on December 31, 2024. The respective severance and change in control agreement for each named executive officer includes a modified cutback provision, such that if any severance payments or benefits would constitute a “parachute payment” and would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate benefits will either be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the named executive officer of the greatest amount of aggregate benefits on an after-tax basis. For purposes of the table set forth below, it has been assumed that the payments and benefits will not be reduced pursuant to the preceding sentence and, accordingly, include the full value of such payments and benefits.

  40. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Termination by Company without Cause or resignation for Good Reason not in Change in Control Period ($) | Termination by Company without Cause or resignation for Good Reason during a Change in Control Period ($) | Termination by Company on Death or Disability ($) | Termination by Company for Cause or resignation without Good Reason ($) | | Todd Franklin Watanabe Base salary continuation (1) Bonus continuation (1) Lump sum bonus payment (2) COBRA premiums (3) Accelerated vesting of equity awards | 665,000 -- -- 21,861 -- | 997,500 648,375 549,841 32,791 8,910,285 | -- -- -- -- -- | -- -- -- -- -- | | David Topper Base salary continuation (1) Bonus continuation (1) Lump sum bonus payment (2) COBRA premiums (3) Accelerated vesting of equity awards | 386,250 -- -- 19,576 -- | 515,000 231,750 296,640 26,101 2,443,100 | -- -- -- -- -- | -- -- -- -- -- | | Patrick Burnett, M.D., Ph.D. Base salary continuation (1) Bonus continuation (1) Lump sum bonus payment (2) COBRA premiums (3) Accelerated vesting of equity awards | 401,250 -- -- 28,050 -- | 535,000 267,500 293,274 37,400 4,156,545 | -- -- -- -- -- | -- -- -- -- -- | | L. Todd Edwards Base salary continuation (1) Bonus continuation (1) Lump sum bonus payment (2) COBRA premiums (3) Accelerated vesting of equity awards | 401,250 -- -- 19,576 -- | 535,000 267,500 300,311 26,101 4,250,303 | -- -- -- -- -- | -- -- -- -- -- | | Masaru Matsuda, J.D. Base salary continuation (1) Bonus continuation (1) Lump sum bonus payment (2) COBRA premiums (3) Accelerated vesting of equity awards | 353,250 -- -- 28,050 -- | 471,000 211,950 268,112 37,400 3,323,313 | -- -- -- -- -- | -- -- -- -- -- | | Total | $2,324,113 | $29,632,092 | | |

  41. Potential Payments Upon Termination or Change in Control

    (1)Reflects the aggregate amount of cash severance payable to each named executive officer based on a multiple of base salary and target annual incentive compensation as of 2024 pursuant to the terms of the respective named executive officer’s severance and change in control agreement, as described above. (2)The lump sum bonus payment amounts represent the accrued bonus payments for fiscal year 2024 that would have been unpaid to named executive officers as of December 31, 2024. (3)Represents the estimated value of the continuation of health benefits that each named executive officer would have been entitled to receive upon a termination of employment as of December 31, 2024, as based on actual 2024 premiums and the terms of the respective named executive’s officer’s severance and change in control agreement, as described above.

  42. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Under the Dodd-Frank Act and the related SEC rule (the “Rule”), we are required to provide our stockholders with specified disclosure regarding the relationship of our Chief Executive Officer’s total compensation to the total compensation of our median employee, referred to as “pay-ratio” disclosure. For 2024, the annual total compensation of our Chief Executive Officer, for purposes of this disclosure, was $3,689,491, and the compensation of our median employee was $267,635, resulting in a pay ratio of approximately 14:1. The annual total compensation amounts for our Chief Executive Officer and our median employee include actual base salary earned in 2024, actual bonus earned in 2024 and paid in March 2025, the grant date fair value of the annual equity awards received in 2024, and other compensation received. In accordance with SEC rules, we have identified the median employee as of December 31, 2024 by: (i) aggregating for each applicable employee: (a) annual base salary rate for salaried employees (or annualized rate for hourly employees, excluding overtime), (b) the target incentive pay for fiscal year 2024, and (c) the 2024 target value of the annual equity awards, excluding new-hire awards, for fiscal year 2024, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees employed by us as of December 31, 2024, excluding the Chief Executive Officer, whether employed on a full-time, part-time or seasonal basis. In making this determination, we annualized the compensation of employees who were employed by the Company for less than the entire fiscal year. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of employees. All amounts paid in currencies other than US Dollars were converted to US Dollars based on the applicable average annual exchange rates. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  43. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid to, awarded to or earned by our CEO (referred to below as our “PEO” or principal executive officer) (and on average to our non-CEO NEOs, or our “Other NEOs”), as compared to compensation actually paid (“CAP”) to our CEO (and on average to our Other NEOs) and certain Company and peer performance measures during the years ended December 31, 2024, 2023 and 2022, as calculated in accordance with Item 402(v) of Regulation S-K (the “Pay Versus Performance Table”).

  44. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(1) | Total Shareholder Return ($)(2) | Peer Group Total Shareholder Return ($)(3) | Net Income ($) | | 2024 | 3,689,490 | 11,213,466 | 2,725,870 | 5,020,816 | 63.90 | 120.60 | (140,039,000) | | 2023 | 4,935,266 | (1,156,797) | 1,622,096 | 231,716 | 14.82 | 122.27 | (262,140,000) | | 2022 | 4,581,555 | 2,422,054 | 2,310,749 | 1,326,466 | 67.89 | 117.87 | (311,458,000) | | 2021 | 4,824,123 | 441,904 | 3,070,296 | 1,021,432 | 95.14 | 132.30 | (206,356,000) | | 2020 | 2,750,883 | 16,770,089 | 4,058,365 | 5,681,144 | 129.04 | 133.14 | (135,678,000) |

  45. Pay Versus Performance Table

    (1)Amounts represent compensation actually paid to our CEO (which was Todd Franklin Watanabe each year) and the average compensation actually paid to our Other NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes:

  46. Pay Versus Performance Table

    | Year | Other NEOs | | 2024 | David Topper, Patrick Burnett, L. Todd Edwards, Masaru Matsuda, and John Smither | | 2023 | Patrick Burnett and L. Todd Edwards | | 2022 | Masaru Matsuda, Patrick Burnett, Kenneth Lock, and Scott Burrows | | 2021 | Matthew Moore, Scott Burrows, Patrick Burnett, David Osborne, and John Smither | | 2020 | Patrick Burnett and Kenneth Lock |

  47. Pay Versus Performance Table

    CAP to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  48. Pay Versus Performance Table

    | | 2024 | | | Adjustments | PEO | Average Other NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(2,458,857) | $(2,051,390) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $5,334,639 | $2,755,065 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $610,222 | $328,498 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $3,019,125 | $864,775 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $1,018,848 | $397,998 | | TOTAL ADJUSTMENTS | $7,523,977 | $2,294,946 |

  49. Pay Versus Performance Table

    (2)The column assumes $100 was invested for the period starting January 31, 2020 (Date of Arcutis Biotherapeutics IPO) through the end of the listed year in the Company. Historical stock performance is not necessarily indicative of future stock performance. (3)For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nasdaq Biotechnology Index (the “Peer Group”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting January 31, 2020 (Date of Arcutis Biotherapeutics IPO) through the end of the listed year in the Company and in the Peer Group, respectively. Historical stock performance is not necessarily indicative of future stock performance.

  50. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  51. Description of Between CEO and Other CEO CAP and Financial Performance Measures

    Description of Between CEO and Other CEO CAP and Financial Performance Measures The graphs below compare the CAP to our CEO and the average of the CAP to our Other NEOs, with (i) our cumulative TSR and (ii) our net income, in each case, for the fiscal years ended December 31, 2022, 2023 and 2024. CAP is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors. TSR amounts reported in the graph assume an initial fixed investment of $100 was invested for the period starting January 31, 2020 through the end of the listed year in the Company and our Peer Group. Although Item 402(v) of Regulation S-K requires the description of the relationship between the compensation actually paid for our NEOs and our net income, we do not currently utilize GAAP or non-GAAP net income as a performance measure in any of our incentive programs. As a result, the impact of year-over-year fluctuations in our net income has less of an impact on compensation actually paid. The key factor that drove the changes in compensation actually paid is the fluctuations of our stock price.

  52. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List In the years covered by this table, we did not use financial performance measures for our short or long-term incentive compensation for our NEOs. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable “pay-for-performance” philosophy. Over the three years since our initial public offering, we have not used financial or other performance measures to align executive compensation with our performance. Therefore, this analysis only covers the performance measures presented in the Pay-Versus-Performance Table. Moreover, while we generally seek to prioritize long-term performance as our primary incentive for our CEO and our other NEOs, we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

  53. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid or awarded to or earned by our NEOs during the fiscal years ended December 31, 2024, 2023 and 2022.

  54. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Todd Franklin Watanabe | 2024 | 660,867 | 1,405,630 | 1,053,227 | 549,841 | 19,926 | 3,689,491 | | President and Chief | 2023 | 633,500 | 1,384,250 | 2,543,320 | 354,127 | 20,069 | 4,935,266 | | Executive Officer | 2022 | 590,000 | 1,252,803 | 2,314,700 | 407,100 | 16,952 | 4,581,555 | | David Topper (5) | 2024 | 364,792 | 1,854,200 | 2,772,155 | 296,640 | 23,416 | 5,311,203 | | Chief Financial Officer | | | | | | | | | Patrick E. Burnett, | 2024 | 504,203 | 989,282 | 709,002 | 293,274 | 17,289 | 2,513,050 | | M.D., Ph.D. | 2023 | 477,267 | 332,220 | 611,185 | 230,878 | 14,795 | 1,666,345 | | Chief Medical Officer | 2022 | 457,167 | 314,526 | 579,598 | 210,297 | 22,490 | 1,584,078 | | L. Todd Edwards | 2024 | 516,419 | 679,120 | 452,117 | 300,311 | 17,178 | 1,965,145 | | Chief Commercial Officer | 2023 | 131,254 | 334,800 | 938,855 | 241,883 | 11,055 | 1,657,847 | | Masaru Matsuda, J.D. | 2024 | 465,472 | 535,475 | 452,117 | 268,112 | 16,356 | 1,737,532 | | General Counsel | 2023 | 434,027 | 332,220 | 611,185 | 209,961 | 15,756 | 1,603,149 | | | 2022 | 415,000 | 1,123,821 | 3,392,725 | 190,901 | 20,317 | 5,142,764 | | John Smither (6) | 2024 | 183,333 | 1,053,771 | 759,714 | 105,600(7) | — | 2,102,418 | | Chief Financial Officer | 2023 | 200,886 | — | 738,160 | 97,179 | — | 1,036,225 |

  55. 2024 Summary Compensation Table

    (1)Amounts reflect (i) the grant date fair value of RSUs and PSUs granted to the NEOs during the year ended December 31, 2024 and (ii) the incremental fair value of the RSUs (“Replacement RSU Awards”) granted to the NEOs in connection with the stock option exchange program completed in February 2024, computed in accordance with ASC Topic 718. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for the assumptions used in calculating these amounts. The amount reported for PSUs includes the probable outcome of the performance measures being achieved, which was also the highest level of achievement of the performance conditions for Mr. Topper and Mr. Edwards. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards. (2)Amounts reflect the full grant date fair value of option awards computed in accordance with ASC Topic 718. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for the assumptions used in calculating these amounts. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting of the applicable awards. (3)Amounts represent the annual performance-based cash incentive earned by our NEOs based on the achievement of certain corporate performance objectives and individual performance during 2024. These amounts were paid to the NEOs in March 2025. Please see the descriptions of the annual performance incentive payments paid to our NEOs under “Cash-Based Incentive Compensation” above. (4)Amount represents our matching contributions under our 401(k) plan and reimbursements for travel and housing related to travel to Corporate headquarters. 401(k) matching contributions were $13,800 for Mr. Watanabe, $12,956 for Mr. Burnett, $13,800 for Mr. Edwards, and $13,800 for Mr. Matsuda. Travel and housing reimbursements related to travel to Corporate headquarters were $6,126 for Mr. Watanabe, $23,416 for Mr. Topper, $4,333 for Mr. Burnett, $3,378 for Mr. Edwards, and $2,556 for Mr. Matsuda. (5)Mr. Topper commenced services with us in April 2024. (6)Mr. Smither commenced services with us in August 2023. Mr. Smither retired from the Company in April 2024 and entered into a transition and release agreement. His transition agreement provides that he will provide transition services for two years through April 30, 2026. In exchange for his services, he was awarded stock options and restricted stock units. In addition, his unvested equity awards were either accelerated to vest 100% upon retirement or will continue to vest per the terms of their corresponding grant agreements, subject to him continuing to provide transition services through the applicable vesting dates. (7)In connection with his transition and release agreement, Mr. Smither was paid a pro-rata portion of his annual cash incentive based on his actual salary earned through his retirement in April 2024.

  56. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information about the plan-based awards granted in 2024 to each of our NEOs.

  57. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Awards | Grant Date Fair Value of Stock Options and Awards ($) (3) | | | Grant Date | Target | Maximum | Target | Maximum | | | | | | NEO | | | | | | | | | | | Todd Franklin | | 429,563 | 644,345 | | | | | | | | Watanabe | 1/12/2024 | | | | | 125,000 | | | 455,000 | | | 2/13/2024(6) | | | | | 20,459 | | | 115,690 | | | 2/13/2024(6) | | | | | 1,207 | | | 6,825 | | | 2/13/2024(7) | | | | | 27,930 | | | 136,656 | | | 2/13/2024(7) | | | | | 91,220 | | | 318,923 | | | 2/13/2024(7) | | | | | 5,136 | | | 25,129 | | | 2/13/2024(7) | | | | | 2,830 | | | 9,950 | | | 2/13/2024(8) | | | | | 116,100 | | | 337,456 | | | 1/12/2024 | | | | | | 410,000 | 3.64 | 1,053,227 | | David Topper | | 231,750 | 347,625 | | | | | | | | | 6/20/2024(4) | | | 60,000 | 60,000 | | | | 496,800 | | | 4/10/2024(4) | | | | | 110,000 | | | 1,357,400 | | | 4/10/2024(4) | | | | | | 310,000 | 12.34 | 2,772,155 | | Patrick Burnett | | 228,992 | 343,488 | | | | | | | | M.D., Ph.D. | 1/12/2024 | | | | | 28,000 | | | 101,920 | | | 2/13/2024(6) | | | | | 121,821 | | | 644,226 | | | 2/13/2024(6) | | | | | 6,179 | | | 32,676 | | | 2/13/2024(7) | | | | | 600 | | | 2,936 | | | 2/13/2024(7) | | | | | 20,901 | | | 73,126 | | | 2/13/2024(7) | | | | | 2,649 | | | 9,268 | | | 2/13/2024(7) | | | | | 9,000 | | | 44,035 | | | 2/13/2024(8) | | | | | 27,900 | | | 81,094 | | | 1/12/2024 | | | | | | 276,000 | 3.64 | 709,001 | | L. Todd | | 234,540 | 351,811 | | | | | | | | Edwards | 2/22/2024(9) | | | 60,000 | 60,000 | | | | 577,200 | | | 1/12/2024 | | | | | 28,000 | | | 101,920 | | | 1/12/2024 | | | | | | 176,000 | 3.64 | 452,117 | | Masaru | | 209,462 | 314,193 | | | | | | | | Matsuda | 1/12/2024 | | | | | 28,000 | | | 101,920 | | J.D. | 2/13/2024(7) | | | | | 6,806 | | | 26,737 | | | 2/13/2024(7) | | | | | 14,476 | | | 50,647 | | | 2/13/2024(7) | | | | | 3,174 | | | 11,105 | | | 2/13/2024(7) | | | | | 67,194 | | | 263,972 | | | 2/13/2024(8) | | | | | 27,900 | | | 81,094 | | | 1/12/2024 | | | | | | 176,000 | 3.64 | 452,117 | | John Smither | (5) | 82,500 | 123,750 | | | | | | | | | 2/13/2024(6) | | | | | 2,793 | | | 18,270 | | | 2/13/2024(7) | | | | | 8,572 | | | 56,944 | | | 5/1/2024(5) | | | | | 100,000 | | | 884,000 | | | 4/30/2024(10) | | | | | | 104,167 | 8.54 | 464,080 | | | 5/1/2024(5) | | | | | | 75,000 | 8.84 | 295,635 |

  58. Grants of Plan-Based Awards Table

    (1)Amounts represent cash-based annual incentive bonuses for fiscal year 2024, following the achievement of certain corporate goals as determined by the Compensation Committee and as detailed in the heading “Compensation Discussion & Analysis – Evaluation of Performance Against 2024 Corporate Goals”. The “maximum” amounts shown in the table above reflect the largest possible payments related to 2024, to be paid in March 2025. There are no minimum thresholds. (2)Amounts represent number of PSUs granted, which represents the number that could vest based on target and maximum achievement of the related performance goal. There are no minimum thresholds. (3)Amounts represent (i) the aggregate grant date fair values of the equity awards and (ii) the incremental fair value of the RSUs (“Replacement RSU Awards”) granted to the NEOs in connection with stock option exchange program completed in February 2024, computed in accordance with ASC Topic 718. The aggregate grant date fair value for the RSUs was based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our common stock on the date of grant. The incremental fair value of Replacement RSU Awards was based on the fair value on the grant date of the exchanged options, which was determined as the closing market price per share of our common stock on the grant date. The aggregate grant date fair value for the Stock Options was based on the Black-Scholes option valuation methodology. This calculation is performed for accounting purposes and reported in the table. However, our NEOs may never realize any value from their equity awards. For additional information, refer to Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for the assumptions used in calculating these amounts. The amount reported for PSUs includes the probable outcome of the performance measures being achieved, which was also the highest level of achievement of the performance conditions for Mr. Topper and Mr. Edwards. (4)Mr. Topper joined the Company in April 2024 and was awarded new-hire stock options, RSUs and PSUs. The PSUs were subject to the achievement of a financial milestone as described above under “Compensation Discussion and Analysis – Equity-Based Incentive Compensation – Performance-Based Equity”. The award vests as to 50% of the PSUs upon achievement of the milestone and 50% on the first anniversary of achievement. (5)Mr. Smither resigned from the Company in April 2024 and entered into a transition and release agreement. His transition agreement provides that he will provide transition services for two years through April 30, 2026. In exchange for his services, he was awarded stock options and restricted stock units. In addition, his unvested equity awards were either accelerated to vest 100% upon retirement or will continue to vest per the terms of their corresponding grant agreements, subject to him continuing to provide transition services through the applicable vesting dates. (6)Represents a Replacement RSU Award granted pursuant to the Option Exchange Program, which vest 1/4 quarterly over a period of one year beginning February 1, 2024, subject to the holder’s continuous provision of services to us through each such date. (7)Represents a Replacement RSU Award granted pursuant to the Option Exchange Program, which vest 1/8 quarterly over a period of two years beginning February 1, 2024, subject to the holder’s continuous provision of services to us through each such date. (8)Represents a Replacement RSU Award granted pursuant to the Option Exchange Program, which vest 1/12 quarterly over a period of three years beginning February 1, 2024, subject to the holder’s continuous provision of services to us through each such date. (9)Mr. Edwards’ employment agreement included a PSU award that was granted in 2024. The PSUs were subject to the achievement of a financial milestone as described above under “Compensation Discussion and Analysis – Equity-Based Incentive Compensation – Performance-Based Equity”. The award vests as to 50% of the PSUs upon achievement of the milestone and 50% on the first anniversary of achievement. (10)Represents the incremental fair value related to Mr. Smither’s modified award that was accelerated to vest 100% upon retirement and will continue to vest per the terms of their corresponding grant agreements upon the modification date of April 30, 2024. Outstanding Equity Awards at 2024 Fiscal Year End. The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.

  59. Grants of Plan-Based Awards Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Vesting Commencement Date (3) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) | Option Exercise Price (#) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Todd | 3/13/2019 (18) | 49,823 | — | — | 1.68 | 03/13/29 | | | | | | Franklin | 3/13/2019 (19) | 217,973 | — | — | 1.68 | 03/13/29 | | | | | | Watanabe | 11/20/2019 | 24,991 | — | — | 6.52 | 11/20/29 | | | | | | | 1/12/2024 | 93,958 | 316,042 | — | 3.64 | 01/12/34 | | | | | | | 3/3/2021 | | | | | | 8,175 | 113,878 | | | | | 3/1/2022 | | | | | | 35,450 | 493,819 | | | | | 3/1/2023 | | | | | | 65,625 | 914,156 | | | | | 2/1/2024 | | | | | | 125,000 | 1,741,250 | | | | | 2/1/2024 (4) | | | | | | 5,417 | 75,459 | | | | | 2/1/2024 (5) | | | | | | 79,447 | 1,106,697 | | | | | 2/1/2024 (6) | | | | | | 87,075 | 1,212,955 | | | | David | 12/18/2023 (7) | 7,500 | — | — | 2.54 | 12/18/33 | | | | | | Topper | 4/10/2024 (8) | — | 310,000 | — | 12.34 | 04/10/34 | | | | | | | 4/1/2024 | | | | | | 110,000 | 1,532,300 | | | | | 9/21/2024 (9) | | | | | | 30,000 | 417,900 | | | | Patrick | 1/12/2024 | 5,750 | 212,750 | — | 3.64 | 01/12/34 | | | | | | Burnett | 3/3/2021 | | | | | | 2,375 | 33,084 | | | | M.D., | 3/1/2022 | | | | | | 8,900 | 123,977 | | | | Ph.D. | 3/1/2023 | | | | | | 15,750 | 219,398 | | | | | 2/1/2024 | | | | | | 28,000 | 390,040 | | | | | 2/1/2024 (4) | | | | | | 32,000 | 445,760 | | | | | 2/1/2024 (5) | | | | | | 20,719 | 288,616 | | | | | 2/1/2024 (6) | | | | | | 20,925 | 291,485 | | | | | 8/1/2020 (10) | | | | | | 4,187 | 58,325 | | | | | 8/1/2022 (11) | | | | | | 8,375 | 116,664 | | | | L.Todd | 10/1/2023 (8) | 70,000 | 170,000 | — | 5.58 | 09/27/33 | | | | | | Edwards | 1/12/2024 | 40,333 | 135,667 | — | 3.64 | 01/12/34 | | | | | | | 10/1/2023 | | | | | | 45,000 | 626,850 | | | | | 2/1/2024 | | | | | | 28,000 | 390,040 | | | | | 2/22/2024 (12) | | | | | | 30,000 | 417,900 | | | | Masaru | 1/12/2024 | 40,333 | 135,667 | — | 3.64 | 01/12/34 | | | | | | Matsuda | 3/1/2022 | | | | | | 6,650 | 92,635 | | | | J.D. | 2/1/2024 | | | | | | 28,000 | 390,040 | | | | | 3/1/2023 | | | | | | 15,750 | 219,398 | | | | | 2/1/2024 (5) | | | | | | 57,281 | 797,924 | | | | | 2/1/2024 (6) | | | | | | 20,925 | 291,485 | | | | | 1/3/2022 (13) | | | | | | 4,875 | 67,909 | | | | | 1/3/2022 (14) | | | | | | 4,875 | 67,909 | | | | John | 8/31/2023 (15) | 125,000 | — | — | 8.54 | 08/31/33 | | | | | | Smither | 4/30/2024 (16) | 25,000 | 50,000 | — | 8.84 | 10/30/26 | | | | | | | 2/1/2024 (4) | | | | | | 698 | 9,723 | | | | | 2/1/2024 (5) | | | | | | 5,357 | 74,623 | | | | | 4/30/2024 (17) | | | | | | 100,000 | 1,393,000 | | |

  60. Grants of Plan-Based Awards Table

    (1)Each award is subject to the acceleration of vesting provisions in each named executive officers’ severance & change in control agreement. (2)Based on the closing price of our common stock on December 31, 2024 of $13.93 per share. (3)Except as otherwise noted, each option vests and becomes exercisable in substantially equal monthly installments over a four year period commencing on the vesting commencement date, subject to the optionee’s continuous service to us through the applicable vesting date, and each award of restricted stock units vests in substantially equal annual installments over a four year period commencing on the vesting commencement date, subject to the holder’s continuous service to us through the applicable vesting date. (4)The RSU award represents a Replacement RSU award granted pursuant to the Option Exchange Program. The RSUs vest 1/4 quarterly over a period of one year beginning February 1, 2024, subject to the holder’s continuous provision of services to us through each such date. (5)The RSU award represents a Replacement RSU award granted pursuant to the Option Exchange Program. The RSUs vest 1/8 quarterly over a period of two years beginning February 1, 2024, subject to the holder’s continuous provision of services to us through each such date. (6)The RSU award represents a Replacement RSU award granted pursuant to the Option Exchange Program. The RSUs vest 1/12 quarterly over a period of three years beginning February 1, 2024, subject to the holder’s continuous provision of services to us through each such date. (7)Mr. Topper was awarded a stock option award for his consulting services prior to joining the Company in April 2024. The option vested 100% on December 18, 2023. (8)The option vests and becomes exercisable as to 1/4th of the original number of shares underlying the option on the first anniversary of the vesting commencement date and as to 1/48th of the original number of shares underlying the option on each monthly anniversary thereafter, subject to the optionee’s continuous provision of services to us through such date. (9)The PSU award was granted on June 20, 2024 and was subject to a performance objective, which was achieved on September 21, 2024, at which point 50% of the applicable grant vested. The remaining portion of the grant will vest on the one-year anniversary of the vesting commencement date, subject to the holder’s continuous provision of services to us through each such date. (10)The performance stock award was granted on August 3, 2020 and was subject to an FDA related milestone performance objective, which was achieved on December 30, 2021. The shares vest over a four-year period annually on each anniversary of the achievement date, subject to the holder’s continuous provision of services to us through each such date. (11)The performance stock award was granted on August 3, 2020 and was subject to an FDA related milestone performance objective, which was achieved on August 18, 2022. The shares vest over a four-year period annually on each anniversary of the achievement date, subject to the holder’s continuous provision of services to us through each such date. (12)The PSU award was granted on February 22, 2024 and was subject to a performance objective, which was achieved on May 16, 2024, at which point 50% of the applicable grant vested. The remaining portion of the grant will vest on the one-year anniversary of the achievement date, subject to the holder’s continuous provision of services to us through each such date. (13)The performance stock award was granted on January 3, 2022 and was subject to a performance objective, which was achieved on November 18, 2022, at which point 25% of the applicable grant vested. The remaining portion of the grant will vest in equal 25% installments on each subsequent one year anniversary over a remaining three-year period, subject to the holder’s continuous provision of services to us through each such date. (14)The performance stock award was granted on January 3, 2022 and was subject to a performance objective, which was achieved on May 27, 2022, at which point 25% of the applicable grant vested. The remaining portion of the grant will vest in equal 25% installments on each subsequent one year anniversary over a remaining three-year period, subject to the holder’s continuous provision of services to us through each such date. (15)Pursuant to Mr. Smither’s transition and release agreement, the option was amended to vest 100% upon Mr. Smither's retirement on April 30, 2024. (16)The option vests in equal monthly installments through the second annual anniversary of the vesting commencement date, subject to the optionee’s continuous provision of services to us through each such date. (17)The RSUs vest in equal installments on each of the first and second annual anniversaries of the vesting commencement date, subject to the holder’s continuous provision of services to us through each such date. (18)The option was granted on March 13, 2019 and was subject to a performance objective, which was achieved on December 20, 2019. The option vested monthly over a four year period beginning December 20, 2019. (19)The option was granted on March 13, 2019 and was subject to a performance objective, which was achieved on January 30, 2020. The options vested monthly over a four year period beginning January 30, 2020.

  61. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table summarizes the exercise of options and the vesting of RSUs and PSUs for each of our NEOs during the year ended December 31, 2024.

  62. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Securities Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Securities Acquired on Vesting | Value Realized on Vesting ($)(2) | | Todd Franklin Watanabe | — | — | 147,968 | 1,475,557 | | David Topper | — | — | 30,000 | 304,500 | | Patrick Burnett, M.D., Ph.D. | 57,500 | 344,719 | 135,856 | 1,275,410 | | L. Todd Edwards | — | — | 45,000 | 416,850 | | Masaru Matsuda, J.D. | — | — | 59,669 | 563,513 | | John Smither | 78,249 | 1,002,705 | 5,310 | 47,772 |

  63. Option Exercises and Stock Vested in Fiscal 2024

    (1)The value shown is based on the stock options exercised multiplied by the difference between the price at which they were valued on the date of exercise and the stock option exercise price. (2)The value shown is the closing price of a share of our Common Stock on the vesting date of RSUs or PSUs, multiplied by the number of units vested.

  64. Pension Benefits

    Pension Benefits We do not have a defined benefit plan. Our named executive officers did not participate in, or otherwise receive, any special benefits under, any pension or defined benefit retirement plan sponsored by us during 2024.

  65. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation During 2024, our named executive officers did not contribute to, or earn any amount with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  66. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  67. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a compensation program that was last amended in May 2023 and provides cash and equity compensation to our non-employee directors (the “Non-Employee Director Compensation Program”) for their service on the Board and its committees as discussed below. The Non-Employee Director Compensation Program is intended to be fair and competitive to account for the time and effort required of our directors. We do not provide directors who are also our employees any additional compensation for their service as directors.

  68. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2024.

  69. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(3) | Stock Awards ($) (2)(3) | All Other Compensation ($) | Total ($) | | Bhaskar Chaudhuri, Ph.D. | 65,000 | 162,500 | 87,500 | — | 315,000 | | Terrie Curran | 60,000 | 162,500 | 87,500 | — | 310,000 | | Halley Gilbert | 60,000 | 162,500 | 87,500 | — | 310,000 | | Patrick J. Heron (5) | 86,984(3) | 162,500 | 87,500 | — | 336,984 | | Neha Krishnamohan | 60,000 | 162,500 | 87,500 | — | 310,000 | | Keith R. Leonard (5) | 63,016 | 162,500 | 87,500 | — | 313,016 | | Sue-Jean Lin | 75,000 | 162,500 | 87,500 | — | 325,000 | | Howard G. Welgus, M.D. | 55,000 | 162,500 | 87,500 | 2,125(4) | 307,125 |

  70. Director Compensation Table

    (1)Amounts reflect the full grant date fair value of stock options granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for the assumptions used in calculating these amounts. (2)Amount reflects the full grant date fair value of restricted stock units granted during 2024 rather than the amounts paid to or realized by the named individual. See Note 10 of the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for the assumptions used in calculating these amounts. (3)As of December 31, 2024, outstanding options and restricted stock units held by our current non-employee directors were as follows:

  71. Director Compensation Table

    | | Shares Subject to Outstanding Options | Restricted Stock Units (2) | | Bhaskar Chaudhuri, Ph.D. | 188,424 | 10,139 | | Terrie Curran | 101,959 | 10,139 | | Halley Gilbert | 101,959 | 10,139 | | Patrick J. Heron | 88,459 | 10,139 | | Neha Krishnamohan | 68,754 | 10,139 | | Keith R. Leonard | 83,975 | 10,139 | | Sue-Jean Lin | 76,791 | 10,139 | | Howard G. Welgus, M.D. (1) | 115,859 | 10,139 |

  72. Director Compensation Table

    a.Dr. Welgus received stock options that were granted for his service as Chief Medical Officer, which continue to vest subject to his continued service as a member of our Board. 51,400 of his outstanding options relate to his awards granted as CMO. b.Ms. Krishnamohan, Mr. Leonard and Ms. Lin elected to defer receipt of the shares underlying their vested restricted stock units granted in 2023 until the earlier of (i) 5 years from grant, (ii) 6 months after separation from services if a specified employee within the meaning of Section 409A, or (iii) upon a change in control event within the meaning of Section 409A. Ms. Gilbert and Mr. Heron elected to defer receipt of the shares underlying their restricted stock units granted in 2023 until the earlier of (i) 6 months after separation from services if a specified employee within the meaning of Section 409A, or (ii) upon a change in control event within the meaning of Section 409A. For each of the aforementioned directors, 4,375 shares were vested and deferred as of December 31, 2024 and are not reflected in this table. (4)Amount paid to Frazier Healthcare Partners on behalf of Mr. Heron’s service as a member of the Board. (5)Amount represents consulting fees paid for services other than as a member of our Board. (6)Effective November 4, 2024, Mr. Leonard succeeded Patrick Heron as chair of the Board. Mr. Heron continues to serve as an independent director.