Investors

Compensation Committee Charter

The Board of Directors of Arrowhead Pharmaceuticals, Inc. (the “Company”) has established a standing committee to be known as the “Compensation Committee.”

Purpose

The Compensation Committee is appointed by the board of directors to discharge the board’s responsibilities relating to compensation of the company’s directors and officers.

The committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.

The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s Proxy Statement.

Rights

The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The cost will be paid by the Company.

Responsibilities

    1. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation levels based on this evaluation. In determining any long-term incentive component of CEO compensation, the Compensation Committee will consider the company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.
    2. The Compensation Committee shall annually review the base salary recommendations made by the CEO for the senior executives of the company and make adjustments if warranted. Further, the committee shall annually review any long-term compensation recommendations including incentive-compensation plans and equity-based plans made by the CEO for senior executives and make adjustments as warranted.
    3. The Compensation Committee shall review any special or supplemental benefits or arrangements for the CEO and senior executives and make recommendations to the full Board as to whether they should or should not be implemented.
    4. The Compensation Committee shall annually review and make recommendations to the board with respect to the compensation of all directors.
    5. The Compensation Committee may form and delegate authority to subcommittees when appropriate.
    6. The Compensation Committee shall make regular reports to the board.
    7. The Compensation Committee, in conjunction with management, shall periodically review, document and communicate, the company.s compensation philosophy and strategies.
    8. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the board for approval. The Compensation Committee shall annually review its own performance.

Requirements

The committee shall consist of no fewer than three independent directors.

The members of the committee shall meet the independence requirements of NASDAQ.

The members of the committee shall be appointed by the board and Compensation Committee members may be replaced by the board.

The Compensation Committee will meet no less than annually. Members of management may be invited by the Committee Chairman to at meetings of the Compensation Committee.