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Management and incentives

Halozyme Therapeutics, Inc. HALO

Three-pass checked

On December 9, 2025 Halozyme granted chief executive Helen Torley a one-time performance share award with a target grant-date fair value of $10,000,012 that pays nothing unless the share price reaches and holds $115, an 86% increase over the price on the grant date. The last price in a filing read this run was $107.55 on September 11, 2026, and in May the board authorized $1.0B of repurchases running through 2028.

Key data

CEOHelen Torley, president and chief executive since January 2014, the only officer whose bonus carries no individual adjustment
Annual cash$1,000,000 salary, target bonus 90% of salary at $900,000, total payout capped at two times target
Annual equity$11,000,000 of grant value, split 50% performance shares, 35% restricted stock, 15% options
One-time equity$10,000,012 target value, 165,522 target shares, 331,044 at maximum, priced entirely off the share price
Payout rangeEach of ten bonus goals funds 0% to 200%. Performance shares run 0% to 200%. The one-time award runs 0% to 200% with no interpolation
Latest paceSecond quarter 2026 revenue $481.0 million, up 48%. Full-year guidance raised Aug 6 to $1.8B to $1.9B of revenue and $1.2B to $1.3B of adjusted profit
Filing anchorDEF 14A Mar 23, 2026; DEF 14A Mar 18, 2025; DEF 14A Mar 15, 2024; 10-K Feb 17, 2026; 10-Q Aug 6, 2026; earnings releases furnished Feb 17 and Aug 6, 2026; 50 Forms 4 covering Sep 22, 2025 through Sep 11, 2026

HALO · price with moving averages

Daily · 6MWeekly · 3Y
$27$50$74$97$120 Oct '23May '24Dec '24Jul '25Feb '26Oct '26 Bid Cap
EMAs82140

Source: market data.

What the scoreboard pays for

2025 bonus goalWhat it measures, in plain wordsWeightTargetActualFunded
Total Revenue from Existing SourcesAll revenue for the year except revenue from deals signed that year, and not counting the milestone paid when amivantamab first went on sale30%$1.2B, minus $40 million of new deals$1.4B60.0%
Adjusted EBITDAProfit before interest, tax, depreciation and amortization, and before one-time items including the cost of research bought in an acquisition20%$797 million$913 million40.0%
New RevenueRevenue from collaborations, milestones and nominations that were not in the year's plan20%, computed from the 70% category totalNot disclosedBelow threshold0%
Key performance measures across six functionsInternal operating measures the company sets for six departments5%5 of 65 achieved5.0%
Three artificial intelligence initiativesPutting three named automation projects into service5%2 of 32 executed5.0%
Enterprise resource planning systemMoving the company-wide software replacement to a stage by a date2.5%Design phase by Sep 30Design phase completed Sep 302.5%
Qualification batches for the active ingredientManufacturing runs proving the plant makes the drug substance to specification2.5%, computedNot disclosedBelow threshold0%
New patent filingsCount of new patent applications filed5%61010.0%
High-volume auto-injector development agreementSigning a partner onto the large-volume injection device5%One by Jun 30Signed May 55.0%
New commercial supply agreementSigning a partner to buy manufactured supply5%, computedNot disclosedBelow threshold0%
Total corporate performance factor100%127.5%

Seventy percent of the cash rides on two figures the company defines itself. The revenue measure drops deals signed during the year and the milestone from amivantamab's first sale, putting the scoreboard $46.6 million under reported revenue. The profit measure excludes research bought in an acquisition. In the year Halozyme spent about $1.0B on Elektrofi and Surf Bio and charged $284.9 million of it off as acquired research, the scoreboard read $913 million and funded at the maximum. Shareholders were handed $657.6 million, because SEC guidance kept that charge in. The bonus definition took it out.

Equity elementWhat it isShare of the annual grantMeasure and periodRangeWhere it stands
Relative TSR performance sharesShares earned on share-price performance against a filtered set of Nasdaq Biotechnology Index companies25%Three windows ending Dec 31 of 2025, 2026 and 2027, one third of target each, all vesting at year three25th percentile 50%, 50th 100%, 75th or better 150%, below 25th nothingFirst window certified at 66.67%, company return 8.90%, 33rd percentile
Deal and nomination performance sharesShares earned on points for new collaborations and target nominations signed during the year25%Points credited during 2025, cliff vesting at year threeUnder 5 points nothing, 5 is 50%, 10 is 100%, 15 is 150%, 20 or more is 200%Certified at 175% on 17.5 points from seven new nominations
Restricted stock unitsShares that vest on time served35%NoneNone25% a year for four years
Stock optionsRight to buy at the grant-date price, ten-year term15%Share price onlyNone25% at one year, then monthly across three
One-time CEO award, granted Dec 9, 2025Shares earned only if the share price reaches and sustains set levels inside four yearsSeparate, $10,000,012 target valueShare price, sustained on average for 20 sessions in a row, dividend adjusted$115 is 50%, $130 is 100%, $145 is 150%, $170 is 200%, nothing in betweenCliff vests at year four, worth a computed $56.3 million at the top hurdle

For 2026 the deal points bar moved. One hundred fifty percent now takes 19 points instead of 15, and the maximum takes 24 instead of 20.

What it has paid so far

YearGoals in the planWeight on financial goalsBonus fundedCEO bonus paidThe plan's profit figureProfit as reported
2023670%106.7%$883,476$426.2 million against a $430.0 million targetNet income $281.6 million
2024680%157.8%$1,363,392$601.4 million against a $561.0 million targetNet income $444.1 million, adjusted EBITDA $632.2 million
20251070%127.5%$1,147,500$913 million against a $797 million targetNet income $316.9 million, adjusted EBITDA $657.6 million

The bars rose in real terms, the 2025 revenue bar of $1.2B sitting well above the $957.5 million done in 2024. Six goals became ten, financial weight fell from eighty percent to seventy, and the softer fifteen percent paid double on patents filed.

Performance share windowGrant yearCompany returnPercentileShares earned
Ended Dec 31, 20232021(14.2)%77.5th150%
Ended Dec 31, 2023202211.7%65.8th131.58%
Ended Dec 31, 20232023(14.7)%35.2nd70.45%
Ended Dec 31, 2024202237.7%77.92nd150%
Ended Dec 31, 202420235.2%62.07th124.14%
Ended Dec 31, 2024202417.6%65.59th131.18%
Ended Dec 31, 2025202343.2%43rd122.89%
Ended Dec 31, 2025202460.1%70th140.91%
Ended Dec 31, 202520258.90%33rd66.67%

Every settled window paid something and seven of nine paid above target. Twice the share price fell across the window and shares were earned anyway, because the comparison set fell further. One row does not foot: the 2023 grant's three-year window is disclosed at the 43rd percentile with 122.89% earned, where the plan's own grid puts 86%.

Where it stands and what she does next

First half 2026 revenue$857.7 million against $590.6 million
Royalties, first half$548.4 million against $373.8 million
Second quarter repurchases4.8 million shares for $332.8 million, average $69.30
Repurchase authority$1.0B through Dec 31, 2028, with at least $400 million expected in 2026
Shares outstanding113.5 million at Jul 31, 2026, from 117.8 million at Dec 31, 2025
Cash and securities$231.9 million at Jun 30, 2026, revolver of $750 million undrawn
Convertible principal$2.2B, converting at $56.02, $77.17 and $87.20
Dilution offsets boughtCapped at $75.41 on the 2028 notes and $136.78 on the 2031 and 2032 notes
Deals signed by Aug 6, 2026Five, against a full-year goal of three

Capital is not the constraint. The cheapest way to move a price from $107.55 to $115 is to shrink the count, and that authority, running since February 2024, was renewed in May, five months after the price award was signed. Watch whether the $400 million floor becomes the ceiling, whether the deal count holds its August pace, and whether the next proxy still carves acquired research out of the bonus while the shareholder figure keeps it in.

What the plan cannot wish away is the capital structure. Every dollar above $136.78 is dilution the capped calls stop covering, and the 2027 notes at a $77.17 conversion price opened to holders on September 1 with $209.6 million due March 1. Reaching the top hurdle costs the company through the same instruments it bought protection with, the familiar trap of financing growth with converts and then succeeding.

Torley exercised 636,740 options in the twelve months to September 11, 2026, sold 508,492 shares for $39.8 million, and ended every one of those months holding exactly 767,780 shares. Nothing she owned outright went out the door, and her stake at the September price is a computed $82.6 million against a guideline of six times a $1,000,000 salary. Below her the tape is quiet, the only sale of owned stock in the window being a director's 13,330 shares for $989,847.

Closing thoughts

Halozyme pays its chief executive to grow revenue, to grow a profit number measured before the cost of the companies she buys, and now to put the share price at $115 and hold it. Two of those three are delivered, and the third sits about seven dollars away with a fresh billion dollars of repurchase authority behind it. What lands on the owner is the dilution above $136.78 the company already paid once to avoid.

Methodology

Sector frame: Biopharmaceutical royalty and drug-delivery licensor, benchmarked by its own committee against a 2025 peer group of similar-sized life sciences companies at 0.25x to 4.0x its revenue and market capitalization, and graded on relative return against a filtered subset of the Nasdaq Biotechnology Index; valuation and multiples sit outside this report's lane, and share price appears only because the one-time CEO award is priced directly off it.

Data gaps: the 2025 targets and weights for the three bonus goals that funded nothing, being New Revenue, the active-ingredient qualification batches and the new commercial supply agreement, are not published because the proxy table shows only goals reaching threshold, so their weights here are computed from the disclosed category totals of 70% and 15%; the 2026 bonus goals and targets are not disclosed until the 2027 proxy, so no board target exists to set against street estimates for the current year and no consensus source was reachable this run; the closing price on the December 9, 2025 grant date is not stated in the filings read, so the hurdles are carried at the disclosed percentage premiums rather than a derived base price.

Bundle: state/HALO_context.json · Filing anchor: DEF 14A (filed Mar 23, 2026).

Sources: SEC EDGAR primary documents read this session for issuer CIK 0001159036, being the DEF 14A filed Mar 23, 2026, the DEFA14A filed Mar 23, 2026, the DEF 14A filed Mar 18, 2025, the DEF 14A filed Mar 15, 2024, the 10-K for 2025 filed Feb 17, 2026, the 10-Q for the second quarter of 2026 filed Aug 6, 2026, the earnings releases furnished on Form 8-K on Feb 17 and Aug 6, 2026, the Form 8-K filed Aug 18, 2026, and 50 Forms 4 covering Sep 22, 2025 through Sep 11, 2026.

Fact check: every compensation, goal, weight, payout and vesting percentage traced to the named proxy pulled this session, with the 127.5% factor footed across its seven disclosed rows and the three unfunded goals identified by difference against the disclosed category weights; the gap between the plan's $913 million profit measure and the reported $657.6 million reconciled to the earnings release, which states the company did not exclude the $284.9 million acquired research charge from its own non-GAAP figures; revenue, cash, debt, conversion prices, capped-call levels and repurchase activity footed to the 10-Q and 10-K rather than narrative; insider codes verified in raw Form 4 XML rather than the rendered view, separating code M exercises and code S disposals from code F tax withholding, code A grants and one code G gift; the $46.6 million revenue-definition gap, the $56.3 million value at the top hurdle, the $82.6 million stake value, the 20% and 2.5% and 5% weights on the three unfunded goals, and the 86% grid reading for the 43rd percentile are labeled as computed from filed figures; the disclosed 122.89% vesting at the 43rd percentile does not reconcile to the plan's published grid and is reported as filed rather than corrected.

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