Patrick O’Brien
Chief Operating Officer and General Counsel at ARWR
Executive
About Patrick O’Brien
Patrick C. O’Brien is Chief Operating Officer (since July 2022) and General Counsel (since 2014) at Arrowhead Pharmaceuticals, with 30+ years in healthcare law, including senior roles at Shire, Johnson & Johnson’s Centocor Ortho-Biotech, and the U.S. FDA; he holds a BS in Pharmacy and PharmD from the University of Arizona, completed a clinical pharmacy residency at UIC Hospital, and earned a JD from the University of Arizona . FY2024 company performance context: revenue $3.6 million, net loss $599.5 million, cash and investments $681.0 million, and a three-year TSR at the 28th percentile versus the Nasdaq Biotechnology Index peer group, with 94% Say‑on‑Pay approval at the 2024 AGM . Arrowhead indicates it does not use a single “Company Selected Measure” to link “compensation actually paid” to performance in the SEC’s pay-versus-performance disclosure framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arrowhead Pharmaceuticals | General Counsel | 2014–present | Leads legal and compliance; extensive healthcare regulatory expertise |
| Arrowhead Pharmaceuticals | Chief Operating Officer | Since July 2022 | Operational leadership across programs and corporate functions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Shire | Group Vice President, Law | 2012–2014 | Senior legal leadership supporting global pharma operations |
| Holland & Knight LLP | Partner (Washington, DC) | 2011–2012 | Regulatory and life sciences legal practice |
| O’Brien Gould PLLC | Co‑founder | 2010; joined H&K in 2011 | Built healthcare regulatory law practice |
| Burke O’Neil LLC | Partner | 2009–2010 | Healthcare and regulatory counsel |
| Johnson & Johnson (Centocor Ortho‑Biotech) | Vice President of Law; other legal roles | 2001–2009 | Legal leadership across biotech units and transactions |
| U.S. Food & Drug Administration | Regulatory Counsel | Not dated | Federal regulatory experience shaping compliance approach |
Fixed Compensation
Base salary levels (set by Compensation Committee) and prior-year changes:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary level ($) | $560,000 | $600,000 (7% increase) |
Summary Compensation (reported amounts):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $500,466 | $568,422 | $605,259 |
| All Other Compensation ($) | $13,798 | $14,715 | $15,261 |
Annual incentive opportunity (targets):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target annual incentive (% of base) | 45% | 45% |
Actual annual incentive payouts:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non‑Equity Incentive Plan Compensation ($) | $235,599 | $252,000 | $378,000 |
Performance Compensation
Annual cash incentive mechanics and FY2024 outcome:
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive (company and individual objectives set by Board/Comp Committee) | Not disclosed | 45% of base | 140% of target | $378,000 | Cash (N/A) |
Notes:
- Arrowhead emphasizes short‑term (cash) and long‑term (equity) incentives, with objectives tied to operational, strategic, and financial results; detailed metric weightings are not disclosed for NEOs other than CEO PRSUs .
- CEO PRSUs for FY2024 vest upon a single trigger of $1 billion cash inflow by June 30, 2025; other NEOs (including O’Brien) received time‑based RSUs .
Equity Ownership & Alignment
Beneficial ownership (as of Jan 17, 2025):
| Shares beneficially owned | % of shares outstanding |
|---|---|
| 527,201 | <1% |
Outstanding equity awards (RSUs) as of Sept 30, 2024:
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Unvested RSUs (#) | 15,000 | 30,000 | 48,750 | 85,000 |
| Market value of unvested RSUs ($) | $290,550 | $581,100 | $944,288 | $1,646,450 |
Recent grants and vesting:
- FY2024 grant: 85,000 RSUs on 01/04/2024, grant date fair value $2,935,050; RSUs vest in four equal annual installments beginning one year from grant date .
- FY2024 vesting: 63,750 shares acquired on vesting; value realized $2,139,688 .
- No unearned PRSU balance reported for O’Brien; equity awards are time‑based RSUs .
Ownership policies and hedging/pledging:
- Stock ownership guidelines apply to CEO (6x salary) and CFO (2x salary); O’Brien not covered by guidelines .
- Insider policy prohibits hedging; pledging allowed up to 75% of owned and vested stock with Board approval; no specific pledges by O’Brien disclosed .
Employment Terms
Severance and change‑of‑control:
| Triggering Event | Salary ($) | Benefits ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control | — | — | $3,462,388 | — | $3,462,388 |
| Involuntary Termination Following Change in Control | $280,000 | — | — | — | $280,000 |
| Termination by Employer without Cause (no CoC) | — | — | — | — | — |
Key terms:
- Offer letter provides severance equal to six months’ base salary only upon a qualifying termination without cause in connection with a change of control (as defined in the 2013 Incentive Plan) .
- Company plans (2004/2013/2021) generally accelerate unvested awards upon change of control, except CEO awards which require a double trigger (CoC plus qualifying termination) .
- Clawback (Nov 2023 update) permits non‑fault recovery of incentive compensation following a financial restatement; plans allow award recovery per applicable rules .
- Insider trading policy prohibits hedging, short sales, and options trading; pledging limited and subject to Board approval .
Performance & Track Record
- FY2024 financials: revenue $3.6 million; net loss $599.5 million; cash/investments $681.0 million; 3‑year TSR at 28th percentile of peer group (Nasdaq Biotech Index); 94% Say‑on‑Pay support in 2024 .
- Legal/regulatory overhang: in 2025, Ionis sent letters alleging unlawful promotion and patent infringement related to plozasiran, addressed to O’Brien in his capacity as COO/GC; matters reflect potential litigation/commercial risk for Arrowhead .
Compensation Committee Analysis
- Committee members: Michael Perry (Chair), Hongbo Lu, William Waddill; all independent under Nasdaq rules .
- Process: annual review (December) using shareholder feedback, CEO input, independent consultant, peer filings, and Radford survey data; no fixed cash/equity mix policy; emphasis on at‑risk long‑term equity given development‑stage profile and cash considerations .
- Governance practices include clawback, ownership guidelines for CEO/CFO, double‑trigger acceleration for CEO awards, and prohibition on hedging; no executive retirement plans, perqs, tax gross‑ups, or option repricing .
Investment Implications
- Pay-for-performance alignment: O’Brien’s mix is modest cash plus significant time‑based RSUs that vest over four years, creating ongoing vest‑related supply but aligning value with stock price appreciation; absence of PRSUs suggests less direct linkage to explicit performance metrics vs CEO design .
- Event risk and acceleration: Broad CoC acceleration of unvested awards could amplify selling pressure in an M&A scenario; O’Brien’s CoC stock award acceleration value was $3.46 million as of 9/30/2024, with an additional $280,000 salary in involuntary termination after CoC .
- Ownership and pledging: Beneficial ownership is <1%; no ownership guideline applies to O’Brien; policy permits pledging up to 75% of owned and vested shares with Board approval—monitor for pledging disclosures, as this can weaken alignment if used .
- Execution/legal overhang: Ionis allegations in 2025 introduce litigation risk that may influence trading sentiment and could affect bonus determinations if tied to regulatory/commercial milestones; track case developments and any associated 8‑K updates .
- Shareholder support vs performance: Despite underperforming TSR percentile over three years, Say‑on‑Pay support was strong (94%), indicating shareholders broadly accept the program design; watch for any changes if TSR remains weak or litigation escalates .