Moni Miyashita

About Moni Miyashita

Independent director of Halozyme Therapeutics since 2022; age 69. Serves on the Nominating and Corporate Governance Committee. Background spans corporate development and strategy roles across technology and healthcare (IBM, McKinsey, Innosight, Valo Health). Education: BS in marketing (University of Colorado) and MBA (University of Denver). Independent under Nasdaq rules; board held 11 meetings in 2024, with directors meeting executive-session practices, and each director attended at least 75% of board/committee meetings; all eight directors attended the 2024 annual meeting. Skills identified by the board: complementary industry expertise, international business, human capital management, M&A, and risk management.

Past Roles

Organization	Role	Tenure	Committees/Impact
IBM Corporation	Vice President, Corporate Development	1998–2011	Architected global M&A strategy and integration; involved in 100+ acquisitions/transactions and carve-outs; built cross-functional risk controls and audit readiness.
McKinsey & Company	Senior Advisor	2011–2015	Advised executive teams on strategic M&A globally; helped build the firm’s M&A practice.
Innosight Consulting	Partner	2015–2019	Led disruptive growth strategy engagements across biotech/healthcare/technology.
Valo Health, LLC	EVP & Chief Strategy Officer	2019–Sept 2024	Built AI/human-centric data platform for drug discovery; drove complex business models and strategic partnerships.

External Roles

Organization	Role	Tenure	Notes
Beacon Hill Strategy Group	Managing Partner	Oct 2024–present	Growth strategy and M&A consulting firm (private).

No current public-company directorships disclosed; prior board roles were not listed for Ms. Miyashita in the proxy.

Board Governance

Committee assignment: Nominating & Corporate Governance Committee member; committee held 4 meetings in 2024.
Independence: Board determined Ms. Miyashita is independent under Nasdaq rules.
Board structure: Independent Chair (Jeffrey W. Henderson) since May 2022; CEO and Chair roles separated.
Attendance and engagement: Board met 11 times in 2024; all directors attended ≥75% of board/committee meetings; all eight directors attended the 2024 annual meeting.
Executive sessions: Independent directors hold executive sessions at regular meetings.

Fixed Compensation

Component	Amount	2024 Details
Annual Board Cash Retainer	$50,000	Non-employee director standard retainer.
Committee Membership – Nominating & Corporate Governance	$5,000	Member retainer (Chair receives $10,000). Ms. Miyashita is a member (not Chair).
Fees Earned (Cash)	$55,000	Reported in 2024 Director Compensation table.

Program terms:

Annual equity grants to non-employee directors: RSUs ~ $250,000 and stock options ~ $150,000 granted immediately after the annual meeting; awards vest in full on the earlier of one year or the next annual meeting.
Options for directors remain exercisable for three years post-service (subject to option term/COC conditions).
Director ownership guideline: ≥5x base annual board retainer within five years of election/appointment; retention requirement mirrors executive guideline.

Performance Compensation

Equity Award	Grant Value (2024)	Vesting	Terms
RSUs	$250,028	Full vest on the earlier of first anniversary or next annual meeting	Annual grant; deferred equity plan optional.
Stock Options	$150,009	Full vest on the earlier of first anniversary or next annual meeting	3-year post-service exercisability; valuation per company option policy.

Notes:

Director equity is time-vested; no performance metrics are applied to director awards (performance PSUs discussed in CD&A apply to executives, not directors).

Other Directorships & Interlocks

None disclosed for Ms. Miyashita. No stated interlocks with HALO’s key customers, suppliers, or competitors.
Compensation Committee interlocks: None among 2024 committee members.

Expertise & Qualifications

Complementary industry segment expertise; international business; human capital management; M&A; risk management (as mapped in board skills matrix).
Executed >100 acquisitions and multiple carve-outs at IBM; established risk and audit processes for M&A integration.
Led strategy roles aligning technology platforms (AI/data) with drug discovery and development (Valo Health).

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding	Components
Moni Miyashita	40,947	<1%	Includes 20,175 options exercisable within 60 days and 6,501 RSUs vesting within 60 days.

Ownership alignment policies for directors:

Guideline: ≥5x annual cash retainer within five years; retention of net shares until compliance.
Hedging/Pledging: Prohibited for all directors and officers (no collars/swaps/pledges).

Governance Assessment

Independence and committee role: Independent director on Nominating & Corporate Governance; governance remit includes director qualifications, board evaluations, and principles—positive for board effectiveness.
Attendance/engagement: Board met 11 times; directors ≥75% attendance; presence at annual meeting—supportive of engagement.
Compensation mix: Balanced cash ($55k) and equity ($400k grant value) with time-based vesting; ownership guideline at 5x retainer reinforces alignment; no director-specific performance metrics—appropriate for non-executive oversight.
Conflicts/related parties: No related-party transactions requiring disclosure; Audit Committee oversees RPT approvals—no conflict signals tied to Ms. Miyashita.
Risk indicators: Hedging/pledging ban; clawback policy applies to executives; classified board persists (three classes), which can modestly entrench directors but is mitigated by majority voting and independence structure.

RED FLAGS: None disclosed specific to Ms. Miyashita (no pledging, no related-party dealings, attendance above threshold). Monitoring items: ongoing external consulting (Beacon Hill Strategy Group) appears unrelated to HALO counterparties; continue surveillance for any future interlocks or transactions.