Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Election of Marianne De Backer as a Director

At the recommendation of the Nomination Committee, the Board of Directors of Arrowhead Pharmaceuticals, Inc. (the "Company") elected Marianne De Backer as an independent director of the Company with a term beginning effective December 12, 2019. On December 12, 2019, Ms. Marianne De Backer accepted an appointment to the Board of Directors of Arrowhead Pharmaceuticals, Inc. It is anticipated that Ms. De Backer will serve on the Audit, Compensation and Nomination Committees.

Ms. De Backer's compensation will consist of cash compensation of $70,000 and a grant of 7,500 restricted stock units that will vest on the one year anniversary of the grant date. Additionally, Ms. De Backer will receive a grant of 5,000 restricted stock units effective upon the commencement of her term, and this grant will also vest on the one year anniversary of the grant date.

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