Michael Perry

About Michael S. Perry

Michael S. Perry, DVM, PhD, is an independent director of Arrowhead Pharmaceuticals and has served on the board since 2011; he is 65 years old. He currently chairs the Compensation Committee and serves on the Nomination and Science Committees. Perry’s background spans CEO roles (Avita Medical), senior R&D and regulatory leadership at Novartis and Baxter, and venture roles; he holds a DVM (Ontario Veterinary College), PhD in Biomedical Pharmacology (University of Guelph), and completed Harvard Business School’s International Advanced Management Program . The board has determined he is independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Avita Medical, Inc. (RCEL)	Chief Executive Officer	2017–2022	Led regenerative medicine company through commercialization efforts
Novartis – Cell & Gene Therapy Unit	Chief Scientific Officer	2014–2017	Built cell/gene therapy R&D capabilities
Novartis Pharmaceuticals Corp	Vice President & Global Head of Stem Cell Therapy	2012–2014	Advanced stem cell therapy programs
Baxter Healthcare	SVP & Global Head of R&D	Not disclosed	Oversaw global R&D
Novartis AG	President and CEO, Cell & Gene Therapy	Not disclosed	Executive leadership in cell/gene therapy
Novartis; Sandoz; Syntex	VP Regulatory Affairs	Not disclosed	Led regulatory affairs
Schering‑Plough	Director of Regulatory Affairs	Not disclosed	Led regulatory affairs
Bay City Capital	Venture Partner	~8 years (not dated)	Venture investing and governance

External Roles

Organization	Role	Tenure	Committees/Impact
Bioscience Managers	Venture Partner	Current	Venture capital; portfolio governance
7 Hills Pharma (private)	Chairman & Board Member	Current	Clinical-stage pharma oversight
Univ. of Colorado Anschutz – Gates Center	Adjunct Professor	Current	Translational medicine mentorship
Houston Methodist	Faculty; Chair, Translational Medicine Advisory Board	Current	Advisory leadership in translational medicine

Board Governance

Committee assignments and chair roles:
- FY2025: Compensation Committee Chair; Nomination Committee member; Science Committee member .
- FY2024: Nomination Committee Chair; Compensation Committee member (William Waddill was Compensation Chair) .
Attendance and engagement: Each incumbent director attended 100% of board and committee meetings in FY2024; directors standing for re‑election attended the virtual 2024 Annual Meeting .
Independence: Board majority independent; all directors except the CEO are independent under Nasdaq rules .
Lead Independent Director: William Waddill serves as Lead Independent Director .

Committee	FY2024 Role	FY2025 Role
Compensation	Member (Chair: Waddill)	Chair; members: Perry, Lu, Waddill
Nomination	Chair	Member (Chair: Vakiener)
Science	Member; Co‑Chairs Ferrari & Olukotun	Member; Co‑Chairs Ferrari & Olukotun

Fixed Compensation

Component	FY2024 Amount	Notes
Annual cash retainer	$80,000	Standard for non‑employee directors
Committee chair fee (Compensation)	$5,000 schedule	Perry did not receive in FY2024 (Waddill was Compensation Chair)
Meeting fees	Not disclosed	No meeting fees disclosed in 2024 director compensation section

2024 total cash for Perry: $80,000; equity grant‑date fair value: $380,833; total: $460,833 . The program targets average director pay at or below the 60th percentile of peers .

Performance Compensation

Equity Component	FY2024 Grant‑Date Value	Vesting	Outstanding at FY2024
RSUs	$380,833	RSUs vest one year from grant date, subject to service	19,583 RSUs
Options	—	—	4,593 options outstanding (legacy)

Performance Metric Tied to Director Pay	Status
None disclosed (director RSUs are time‑based; no performance metrics specified)	Not applicable

Other Directorships & Interlocks

Company	Market	Role	Notes
None disclosed for current public companies	—	—	Perry’s bio lists prior public boards (e.g., Ampliphi Bioscience, Gamida Cell), but no current public company directorships are disclosed

Board‑level interlock to monitor: New nominee Douglas Ingram is CEO of Sarepta Therapeutics; Arrowhead entered a major license and collaboration agreement with Sarepta in Nov 2024 (subject to HSR clearance). While not a Perry conflict, this creates potential interlocks for the board to oversee via Related‑Party Transaction and Audit Committee processes .

Expertise & Qualifications

Deep executive leadership across cell/gene therapy and regenerative medicine; extensive regulatory affairs experience at major pharmas (Novartis, Sandoz, Syntex, Schering‑Plough) .
Venture investing and board governance experience; scientific appointments and translational medicine advisory leadership .
Education: DVM (Ontario Veterinary College); PhD in Biomedical Pharmacology (University of Guelph); Honors BS in Physics & Engineering (University of Guelph); Harvard Business School International Advanced Management Program .

Equity Ownership

Metric	Value
Beneficial ownership (shares)	131,490 (less than 1%)
RSUs outstanding	19,583
Options outstanding	4,593
Director ownership guidelines	Not disclosed; CEO/CFO guidelines exist (6x and 2x salary respectively)
Hedging/pledging policy	Hedging prohibited; pledging allowed up to 75% of owned and vested shares with Board approval

Governance Assessment

Strengths
- Independent status; 14 years of board tenure with strong scientific and regulatory expertise relevant to Arrowhead’s RNAi pipeline .
- High engagement: 100% attendance in FY2024 .
- Committee leadership: Compensation Committee Chair (FY2025), prior Nomination Chair (FY2024); Compensation Committee uses an independent consultant (Compensia) and confirmed consultant independence; no compensation committee interlocks reported .
- Pay practices: director compensation mixes cash retainer with equity RSUs, aligning director incentives with shareholders; average director compensation targeted ≤60th percentile of peers .
- Controls: Related‑party transactions reviewed/approved by Audit Committee; independent committees; executive sessions of independent directors .
Watch items / RED FLAGS
- Combined Chair/CEO structure at Arrowhead; mitigated by Lead Independent Director and executive sessions, but still a governance concentration risk .
- Pledging permitted up to 75% of owned and vested shares with Board approval; no pledging by Perry disclosed, but allowance increases alignment risk if used .
- Director equity is time‑based RSUs without disclosed performance metrics; typical for directors, but offers limited explicit pay‑for‑performance linkage .
- Potential future interlock: Douglas Ingram (Sarepta CEO) expected to join board amid Arrowhead–Sarepta collaboration; requires robust related‑party oversight (not specific to Perry) .
Shareholder sentiment signal: Say‑on‑Pay support was 94% at the 2024 Annual Meeting, indicating broad investor approval of compensation governance overseen by the committee Perry now chairs .

Director Compensation (Detail for 2024)

Name	Cash Fees ($)	Stock Awards ($)	Total ($)
Michael S. Perry	$80,000	$380,833	$460,833

Insider Trades

Date	Transaction	Shares	Price	Form
Not disclosed in proxy materials; consult SEC Forms 4 for up‑to‑date filings	—	—	—	—

References:

Director bio, roles, education, and committees:
Board independence and governance practices:
Committee compositions and meeting counts:
Attendance:
Director compensation structure and 2024 amounts:
Beneficial ownership:
Insider trading, hedging, pledging policies and ownership guidelines:
Compensation consultant and independence confirmation:
Say‑on‑Pay support:
Sarepta collaboration and Douglas Ingram nomination: