CEO and board chair since 2007; ARWR's 3-year TSR of +150.2% outperforms the peer group median by +130.8 percentage points, far exceeding the 50pp threshold needed to trigger an against vote, and no other policy flags apply.

Director since 2010 with deep biotech and nanomedicine expertise; ARWR's strong outperformance versus peers clears all TSR thresholds, and Ferrari meets attendance, independence, and audit committee financial literacy requirements.

Joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she holds two other public board seats (Terns Pharmaceuticals and Zenas Biopharma), which is below the four-seat overboarding threshold.

Director since 2020 with extensive pharmaceutical development experience; ARWR's strong peer-relative TSR performance clears all thresholds, attendance requirements are met, and he holds only one outside public board seat.

Director since 2011 with broad biotech and regulatory experience; ARWR's 3-year TSR outperforms the peer median by +130.8pp, well above the 50pp trigger threshold, and no other policy concerns apply.

Director since 2022 with strong commercial and biopharma expertise; tenure is relatively short and ARWR's TSR performance is strongly positive versus peers, so no TSR trigger applies and all other governance criteria are satisfied.

Lead independent director since 2018 with CPA background and CFO experience, qualifying as audit committee financial expert; he holds two outside public board seats (Protagonist Therapeutics and Annexon), below the four-seat overboarding threshold, and ARWR's TSR outperformance clears all policy thresholds.