arvn-20250429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

____________________________________


Filed by the Registrant			x			Filed by a Party other than the Registrant			o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

ARVINAS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i)(1) and 0-11.

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ARVINAS, INC.

5 Science Park

395 Winchester Ave.

New Haven, CT 06511

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To be held June 25, 2025

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Arvinas, Inc., which is scheduled to be held on Wednesday, June 25, 2025 at 8:30 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting only, via live audio webcast. You will not be able to attend the Annual Meeting in person. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.

Only stockholders who owned common stock at the close of business on April 28, 2025 can vote at the Annual Meeting or any adjournment that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

1.Election of three Class I directors to our board of directors, each to serve until the 2028 annual meeting of stockholders;

2.Conduct a non-binding advisory vote on executive compensation;

3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

4.Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information, including the nominees for directors, in the attached Proxy Statement. The board of directors recommends that you vote “FOR” each of the Class I director nominees (Proposal 1), and “FOR” each of Proposals 2 and 3.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 29, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record on our books at the close of business on April 28, 2025, the record date for the Annual Meeting, and we will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

•Submit a Proxy over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

•Submit a Proxy by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);

•Submit a Proxy by Mail, if you received (or requested and received) a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

•Vote at the Annual Meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

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The rules and procedures applicable to the Annual Meeting, together with a list of stockholders of record for inspection for any purpose germane to the Annual Meeting will be available for the participating stockholders of record at www.virtualshareholdermeeting.com/ARVN2025.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to take the time to submit a proxy to vote your shares.


			By order of the Board of Directors,

			/s/ John Houston, Ph.D.
			John Houston, Ph.D.
			Chairperson, President and Chief Executive Officer
New Haven, Connecticut
April 29, 2025

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Arvinas, Inc.

Proxy Statement


			Page

PROXY STATEMENT			1

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			2

PROPOSAL NO. 1—ELECTION OF THREE CLASS I DIRECTORS			6

CORPORATE GOVERNANCE			15

PROPOSAL NO. 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION			24

EXECUTIVE AND DIRECTOR COMPENSATION			25

PROPOSAL NO. 3—RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 202 5			64

REPORT OF THE AUDIT COMMITTEE			66

PRINCIPAL STOCKHOLDERS			67

TRANSACTIONS WITH RELATED PERSONS			70

STOCKHOLDER PROPOSALS			72

HOUSEHOLDING			73

OTHER MATTERS			74

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ARVINAS, INC.

5 Science Park

395 Winchester Ave.

New Haven, CT 06511

203-535-1456

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

to be held June 25, 2025

This proxy statement and the enclosed proxy card contain information about the Annual Meeting of Stockholders of Arvinas, Inc., or the Annual Meeting, to be held on Wednesday, June 25, 2025 at 8:30 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting only, via live audio webcast. You will not be able to attend the Annual Meeting in person. The board of directors of Arvinas is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Arvinas,” “our,” “we” or “us” refers to Arvinas, Inc. and its wholly owned subsidiaries.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 25, 2025:

This proxy statement and our 2024 Annual Report to Stockholders are

available for viewing, printing and downloading at http://www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or 2024 Annual Report, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Arvinas, Inc., 5 Science Park, 395 Winchester Ave., New Haven, CT 06511. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are also available on the SEC’s website at http://www.sec.gov.

On or about April 29, 2025, we will mail a Notice of Internet Availability of Proxy Materials, or Notice, to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement and our 2024 Annual Report, and view instructions on how to submit a proxy online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting

At the Annual Meeting, our stockholders will consider and vote on the following matters:

1.Election of three Class I directors to our board of directors, each to serve until the 2028 annual meeting of stockholders;

2.Conduct a non-binding advisory vote on executive compensation;

3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

4.Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this proxy statement, we are not aware of any business to come before the Annual Meeting other than the first three items noted above.

Board of Directors Recommendation

Our board of directors unanimously recommends that you vote:

FOR the election of the three nominees to serve as Class I directors on our board of directors for a three-year term;

FOR the approval, on an advisory basis, of the compensation paid to our named executive officers; and

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Why is the Company Holding a Virtual Annual Meeting?

Our Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate from any location around the world. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. Stockholders will be able to attend the meeting online and submit questions by visiting www.virtualshareholdermeeting.com/ARVN2025. Stockholders will also be able to vote their shares electronically during the meeting.

What Happens if There Are Technical Difficulties during the Annual Meeting?

Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page.

Availability of Proxy Materials

The Notice regarding our proxy materials, including this proxy statement and our 2024 Annual Report, is being mailed to stockholders on or about April 29, 2025. Our proxy materials are also available for viewing, printing and downloading on the Internet at http://www.proxyvote.com.

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Who Can Vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date of April 28, 2025 are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of April 28, 2025, there were 72,991,390 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least 10 days prior to the Annual Meeting. If you wish to view this list, please contact our corporate secretary at Arvinas, Inc., 5 Science Park, 395 Winchester Ave., New Haven, CT 06511 Attention: Corporate Secretary.

Difference between a “stockholder of record” and a beneficial owner of shares held in “street name”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare N.A., then you are considered a “stockholder of record” of those shares. In this case, your Notice has been sent to you directly by us. You may submit a proxy your shares by proxy prior to the Annual Meeting by following the instructions contained on such Notice.

Beneficial Owners of Shares Held in Street Name. If your shares are held by a bank, broker or other nominee, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, your Notice has been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

How to Vote

If you are a stockholder of record, you can vote your shares in one of two ways: either by submitting a proxy prior to the Annual Meeting or online at the Annual Meeting. If you choose to submit a vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these methods is explained below. If you hold your shares of our common stock in multiple accounts, you should submit a proxy to vote your shares as described in each set of proxy materials you receive.

•By Telephone. You may submit your proxy voting instructions by calling 1-800-690-6903. You will need to have your Notice or proxy card in hand when you call.

•Via the Internet. You may submit your proxy voting instructions via the Internet by accessing the website specified on the enclosed proxy card. You will need to have your Notice or proxy card in hand when you access the website.

•By Mail. If you received a printed copy of the proxy materials, you may submit a vote by proxy by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you.

•At the Virtual Annual Meeting. The meeting will be held entirely online. To participate in the meeting, you will need the 16-digit control number included in your Notice or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 8:30 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. Eastern Time, and you should allow ample time to test your computer and for the check-in procedures.

Telephone and Internet voting for stockholders of record will be available up until 11:59 p.m. Eastern Time on June 24, 2025, the day before the Annual Meeting, and mailed proxy cards must be received by June 24, 2025, the day before the Annual Meeting, in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

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Ballot Measures Considered “Discretionary” and “Non-Discretionary”

If your shares are held in “street name,” your bank, broker or other nominee may under certain circumstances vote your shares if you do not return voting instructions. Banks, brokers or other nominees are permitted to vote customers’ shares for which they have received no voting instructions on specified “discretionary” matters, but they are not permitted to vote these shares on “non-discretionary” matters.

The election of directors (Proposal No. 1) and the advisory vote on executive compensation (Proposal No. 2) are considered non-discretionary matters under applicable rules. Therefore, if your shares are held in “street name,” your bank, broker or other nominee cannot vote on these matters without voting instructions from you. If you do not instruct your bank, broker or other nominee how to vote with respect to the election of directors (Proposal No. 1) and the advisory vote on executive compensation (Proposal No. 2), your bank, broker or other nominee may not vote with respect to these proposals and your shares will be counted as “broker non-votes.”

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 (Proposal No. 3) is considered a discretionary matter under applicable rules. Therefore, if your shares are held in “street name,” we expect that your bank, broker or other nominee will be able to exercise discretionary authority to vote on the matter in the absence of voting instructions from you. If your bank, broker or other nominee exercises this discretionary authority, no broker non-votes are expected to occur in connection with Proposal No. 3.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. Our second amended and restated bylaws, or our bylaws, provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote are present at the meeting “in person” virtually or represented by proxy. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

For purposes of determining whether a quorum exists, we will count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy by mail or that are represented virtually during the Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares that are “broker non-votes.”

Votes Required

To be elected, a director nominee must receive a plurality of the votes cast by stockholders entitled to vote at the meeting (Proposal No. 1). Votes withheld and broker non-votes will not be counted as votes cast or voted on Proposal No. 1. Accordingly, votes withheld and broker non-votes will have no effect on the voting on Proposal No. 1.

For each of Proposal No. 2 (to approve, on an advisory basis, the compensation of our named executive officers) and Proposal No. 3 (to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025), the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and voting “for” or “against” such matter at the Annual Meeting is required for approval (meaning, the number of votes cast “for” each proposal must exceed the number of votes cast “against” each proposal). Abstentions and broker non-votes will not be counted as votes cast or voted on Proposal No. 2 or Proposal No. 3. Accordingly, abstentions and broker non-votes will have no effect on the voting on Proposal No. 2 or Proposal No. 3.

Method of Counting Votes

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the record date. Votes cast online at the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present.

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Revoking a Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the Annual Meeting by:

•submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or submitted using the telephone or Internet voting procedures described in the “How to Vote” section above;

•voting online at the Annual Meeting, as described in the “How to Vote” section above; or

•filing a written revocation with our corporate secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee holding your account. You may also vote online at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the organization that holds your shares as described in the “How to Vote” section above.

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy, unless you vote online during the Annual Meeting.

Costs of Proxy Solicitation

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means.

Voting Results

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

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OVERVIEW OF PROPOSALS

This proxy statement contains three proposals requiring stockholder action. Proposal No. 1 requests the election of three Class I directors to the Board of Directors. Proposal No. 2 requests approval, on an advisory basis, of the compensation of our named executive officers. Proposal No. 3 requests the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. All proposals are discussed in more detail in the pages that follow.

PROPOSAL NO. 1—ELECTION OF THREE CLASS I DIRECTORS

Our board of directors currently consists of nine members. In accordance with the terms of our restated certificate of incorporation and our bylaws, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are currently divided as follows:

•the Class I directors are Linda Bain, John Houston, Ph.D., and Laurie Smaldone Alsup, M.D., and their term expires at the Annual Meeting;

•the Class II directors are Sunil Agarwal, M.D., Leslie V. Norwalk, Esq., and John Young, and their term expires at the annual meeting of stockholders to be held in 2026; and

•the Class III directors are Edward Kennedy, Jr., Everett Cunningham, and Briggs Morrison, M.D., and their term expires at the annual meeting of stockholders to be held in 2027.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our restated certificate of incorporation and our bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our restated certificate of incorporation and bylaws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors, based on the recommendation of the nominating and corporate governance committee of our board of directors, has nominated the three current Class I members, Linda Bain, John Houston, Ph.D., and Laurie Smaldone Alsup, M.D., for election as Class I directors at the Annual Meeting. Each of the nominees has indicated a willingness to serve as director, if elected. We have no reason to believe that any of our nominees will be unable to serve. However, if a nominee becomes unable or unwilling to serve, the proxies may be voted for substitute nominees selected by our board of directors, or our board of directors may reduce the number of directors to be elected at the Annual Meeting

Our corporate governance guidelines provide that nominees should represent a broad array of personal and professional characteristics. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs.

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Nominees for Election as Class I Directors

Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class I directors at our Annual Meeting is set forth below.

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			Age

Linda Bain has served as a member of our board of directors since June 2020. Ms. Bain has served as a venture partner at Atlas Venture, a venture capital firm focused on biotechnology, since April 2025. Ms. Bain served as Chief Operating Officer and Chief Financial Officer for Mariana Oncology, a radiopharmaceutical company and a Novartis company as of May 2024, from May 2023 to April 2025. Ms. Bain served as Chief Financial Officer of Codiak BioSciences, Inc., a biopharmaceutical company, from December 2015 to April 2023. Previously, Ms. Bain served as Chief Financial Officer of Avalanche Biotechnologies, Inc., a gene therapy company, from April 2014 to November 2015. Additionally, she served as Vice President of Finance, Business Operations at bluebird bio, Inc., a gene therapy biotechnology company, from October 2011 to March 2014, and as the Principal Accounting Officer from June 2013 to March 2014. Ms. Bain previously held senior roles at Genzyme Corporation, a biotechnology company, including Vice President of Finance, Global Manufacturing and Operations, and Vice President of Finance, Genzyme Genetics, and earlier in her career at Fidelity Investments, AstraZeneca plc, and Deloitte & Touche LLP. Ms. Bain currently serves on the board of directors of the publicly traded company Autolus Therapeutics plc. Ms. Bain is a Certified Public Accountant and earned a B.Sc. in Accounting and Business Administration and an Honors degree in Accounting and Business Administration from the University of the Free State, Bloemfontein, South Africa. We believe Ms. Bain is qualified to serve on our board due to her extensive executive leadership experience, knowledge of the life sciences industry, and her work with other public and private biopharmaceutical and biotechnology companies.			54

John Houston, Ph.D., has served as a member of our board of directors and as our President and Chief Executive Officer since September 2017, and as our chairperson since June 2023. Dr. Houston served as our President of Research and Development from January 2017 to June 2024, as our Chief Scientific Officer from January 2017 to April 2019 and has functioned as our principal executive officer since February 2017. Prior to joining Arvinas, Dr. Houston served in positions of increasing responsibility at The Bristol-Myers Squibb Company, a biopharmaceutical company, most recently as Senior Vice President, Head of Specialty Discovery from September 2015 to August 2016, and as Senior Vice President of Disease Sciences, Biologics and Applied Biotechnology from August 2008 to September 2015. Prior to joining Bristol Myers Squibb, Dr. Houston worked at Glaxo Wellcome Research and Development in the UK, where he served as head of the Lead Discovery Unit. Dr. Houston currently serves on the board of directors of the publicly-traded company, NextCure, Inc. Dr. Houston holds a Ph.D. in microbial biochemistry from Heriot-Watt University, Edinburgh and a B.Sc. in medical microbiology from the University of Glasgow. We believe Dr. Houston is qualified to serve on our board due to his scientific and historical experience with us gained from serving as our President and Chief Executive Officer, combined with his previous scientific training and qualifications and the skills and experience he has developed during his extensive career in the life sciences industry.			65

Laurie Smaldone Alsup, M.D., has served as a member of our board of directors since November 2019. Dr. Smaldone Alsup is a medical oncologist and has served as Senior Vice President, Regulatory Science and Practical Lead of SSI Strategy Holdings LLC, a consulting firm that supports the needs of the medical affairs, pharmacovigilance, regulatory and clinical development functions within life science companies, or SSI Strategy, since January 2024. Dr. Smaldone Alsup served as Chief Scientific Officer and Chief Medical Officer for NDA Group, a regulatory and drug development consulting firm, from March 2016, when NDA Group merged with PharmApprove, LLC, to January 2024, when NDA group merged with SSI Strategy. Dr. Smaldone Alsup served as President and Chief Scientific Officer of PharmApprove, LLC, a regulatory communications consultancy firm and division of Taft and Partner, from August 2011 to March 2016. In addition, she served as President and Chief Executive Officer of Phytomedics, Inc., an early stage company focused on arthritis and inflammation, from 2008 to 2011. Prior to that, Dr. Smaldone Alsup spent over 20 years at Bristol Myers Squibb, a biopharmaceutical company, in roles of increasing responsibility in clinical development, developing medicines through to approval globally across multiple disease areas. Dr. Smaldone Alsup headed up the global regulatory function as Senior Vice President, Global Regulatory Science where she was responsible for the development and approval process of the research and development portfolio. Dr. Smaldone Alsup also served as head of Business Risk Management for the BMS Corporation. Dr. Smaldone Alsup currently serves on the board of directors of the publicly-traded company, Theravance Biopharma, Inc., and previously served as a member of the board of directors of the publicly-traded companies, Blackberry Ltd., Kalobios Pharmaceuticals, Inc., Kinnate Biopharma Inc. and Pardes Biosciences Inc. (which was acquired by MediPacific, Inc.). Dr. Smaldone Alsup holds an M.D. from the Yale School of Medicine and a B.A. in biology from Fordham College. We believe Dr. Smaldone Alsup is qualified to serve on our board due to her extensive regulatory and clinical experience in the life sciences industry, senior management experience in several companies in our industry and demonstrated leadership in her field.			71

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The board of directors recommends voting “FOR” the election of Linda Bain, John Houston, Ph.D., and Laurie Smaldone Alsup, M.D., as Class I directors, for a three-year term ending at the annual meeting of stockholders to be held in 2028.

Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by our board of directors, or our board of directors may reduce the number of directors to be elected at the Annual Meeting.

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Directors Continuing in Office

Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

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Class II Directors (Term Expires at 2026 Annual Meeting)
			Age

Sunil Agarwal, M.D., has served as a member of our board of directors since June 2023. Dr. Agarwal currently serves as a strategic advisor and prior to that served as Executive Vice President, Head of Development and Chief Medical Officer at Sana Biotechnology, Inc., a company focused on creating and delivering engineered cells as medicines for patients, or Sana, from August 2018 until early 2024, after participating in a transition in which he helped to onboard two senior leaders to Sana’s research and development organization. From April 2017 to August 2018, Dr. Agarwal served as President of Research and Development at Juno Therapeutics Inc., a biopharmaceutical company. Previously, Dr. Agarwal was a Partner at Sofinnova, a biotech-focused investment firm. He also served as a former Executive Vice President and Chief Medical Officer at Ultragenyx Pharmaceutical, a biopharmaceutical company, where he managed the company’s clinical development and operations, regulatory affairs, biometrics, pharmacovigilance, medical affairs, pharmacology, and toxicology functions. Additionally, Dr. Agarwal previously served in various leadership roles at Genentech Inc., or Genentech, a biotechnology company, for more than a decade, including Senior Vice President and Global Head of Clinical Development for ophthalmology, metabolism, neurosciences, immunology, and infectious diseases. He led the approval of multiple therapies at Genentech including RITUXAN®, ACTEMRA®, LUCENTIS® and XOLAIR®. Earlier in his career, Dr. Agarwal served at MedImmune LLC and Guilford Pharmaceuticals Inc., or Guilford, both pharmaceutical companies, where he served in both development and medical affairs and led the formation of Guilford’s Medical Affairs Organization. Dr. Agarwal currently serves as a member of the board of directors of the publicly-traded company, Astria Therapeutics, Inc., and previously served as a member of the board of directors of the publicly-traded companies MyoKardia, Inc. (which was acquired by The Bristol-Myers Squibb Company) and Calithera Biosciences, Inc. Dr Agarwal completed his residency at Children’s National Medical Center (CNMC), Washington, D.C., and practiced in the CNMC Pediatric Emergency Department. He obtained his B.S. in neurobiology from Cornell University and earned his M.D. from Tufts University School of Medicine. We believe that Dr. Agarwal is qualified to serve on our board of directors due to his extensive research and development experience.			55

Leslie V. Norwalk Esq., has served as a member of our board of directors since July 2019. Ms. Norwalk has served as strategic counsel to Epstein Becker & Green, P.C., a law firm with a focus on healthcare and life science, since August 2007, and two healthcare consulting agencies, EBG Advisors, Inc. and National Health Advisors, since September 2007. Additionally, since 2008, Ms. Norwalk has served as an advisor to several private equity firms. From 2006 to 2007, she was the acting administrator of the Centers for Medicare & Medicaid Services, where she managed the operations of federal health care programs, including Medicare and Medicaid. From 2002 to 2005, she was the agency's deputy administrator. Prior to that, Ms. Norwalk practiced law with Epstein Becker & Green, P.C., from 1996 to 2001. Ms. Norwalk also previously served in the George H.W. Bush Administration in the White House Office of Presidential Personnel and the Office of the US Trade Representative. Ms. Norwalk currently serves on the boards of directors of the publicly-traded companies CVS Health®, ModivCare, Inc., Neurocrine Biosciences, Inc. and Globus, Inc. and previously served on the board of directors of the publicly-traded companies Centene Corporation, Endologix, Inc., Magellan Health, Inc., Nuvasive, Inc. (acquired by Globus, Inc.), Press Ganey Holdings, Inc., and Volcano Corp. Ms. Norwalk holds a J.D. from the George Mason University School of Law and a B.A. from Wellesley College. We believe Ms. Norwalk is qualified to serve on our board due to her knowledge of, and experience with, the healthcare industry and government regulations.			59

John Young has served as a member of our board of directors since August 2022. Mr. Young joined our board of directors with nearly 35 years of experience with Pfizer, Inc., a biopharmaceutical company, or Pfizer. Prior to his retirement from Pfizer, Mr. Young served as Group Senior Advisor to the Pfizer Chief Executive Officer, from January to June 2022, and from January 2019 to December 2021 served as Group President and Chief Business Officer at Pfizer. Mr. Young also served as Group President of Pfizer Innovative Health from January 2018 to January 2019, Group President of Pfizer Essential Health from January 2014 to January 2018 and President & General Manager, Primary Care Business Unit, from June 2012 to January 2014. Additionally, Mr. Young currently serves on the boards of directors of the publicly-traded companies, Johnson Controls International and Novartis AG. Mr. Young previously served on the board of directors of the publicly-traded company, Haleon PLC. Previously, Mr. Young also served as a board member for the European Federation of Pharmaceutical Industries Associations, The Biotechnology Innovation Organization, the National Committee on United States-China Relations, and private company, Imbria Pharmaceuticals. Mr. Young received a B.Sc. in Biological Science from Glasgow University and an MBA from Strathclyde Graduate Business School. We believe Mr. Young is qualified to serve on our board of directors due to his deep experience and leadership in the pharmaceutical industry.			60

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Class III Directors (Term Expires at 2027 Annual Meeting)
			Age

Everett Cunningham has served as a member of our board of directors since December 2022. Mr. Cunningham has served as Chief Commercial Officer of Illumina, Inc., NA sequencing and array-based technologies company, since June 2024. Prior to Illumina, from October 2021 to June 2024, Mr. Cunningham served as Chief Commercial Officer from Exact Sciences Corp., a company providing cancer screening and diagnostic tests. He has over 30 years of progressive responsibility in pharmaceuticals and medical services and over 20 years of commercial leadership across healthcare tech, life sciences and pharmaceuticals. Prior to joining Exact Sciences, from July 2019 to September 2021, Mr. Cunningham served as President and Chief Executive Officer for the U.S. and Canadian regions of GE HealthCare Technologies Inc., a global medical technology company, or GE. Before joining GE, from October 2012 to June 2019, Mr. Cunningham served as the Senior Vice President, Commercial, at Quest Diagnostics Incorporated, a clinical laboratory company, where he was responsible for global commercial sales, marketing, and commercial operations. Mr. Cunningham also previously served in numerous senior leadership roles at Pfizer, including Regional President, Established Products for Asia Pacific, Senior Director of Worldwide Learning and Development, Senior Director of Business Operations, Vice President Sales for U.S. Pharmaceuticals, and Vice President of Global Corporate Human Resources. Mr. Cunningham has served on the board of Visby Medical since 2022. He earned his bachelor’s degree in economics from Northwestern University. We believe that Mr. Cunningham is qualified to serve on our board of directors due to his extensive experience in the pharmaceutical and medical services industries.			58

Edward Kennedy, Jr. has served as a member of our board of directors since July 2018. A health care regulatory attorney for over 25 years, Mr. Kennedy is currently Partner and Member of the Health Care and Life Sciences practice of Epstein Becker & Green, P.C., a national law firm, where he counsels healthcare companies on the legal, reimbursement, coding and coverage issues facing providers, payers and the life sciences industry, since January 2014. Previously, Mr. Kennedy served as the Co-Founder and President of Marwood Group, a healthcare focused strategic advisory and financial services firm, from January 2001 to December 2013. A childhood cancer survivor and amputee, Mr. Kennedy has been a lifelong patient advocate and disability rights activist, and serves on the board of the American Association of People with Disabilities. He also served as a State Senator in the Connecticut General Assembly from January 2015 to January 2019. Mr. Kennedy currently serves on the board of directors of the publicly-traded company, InnovAge Holding Corp. Mr. Kennedy holds a J.D. from the University of Connecticut School of Law, an M.E.S. from the Yale School of Forestry and Environmental Studies and a B.A. from Wesleyan University. We believe Mr. Kennedy is qualified to serve on our board due to his extensive legal and regulatory experience, his roles as a policymaker and legislator, and his service on the boards of many innovative healthcare companies.			63

Briggs Morrison, M.D., has served as a member of our board of directors since June 2018 and as lead independent director since June 2023. Prior to joining our board of directors, Dr. Morrison was a member of our Scientific Advisory Board from August 2016 to June 2018. Dr. Morrison has served as Chief Executive Officer of Crossbow Therapeutics, Inc., a privately held biotechnology company, since February 2022. Dr. Morrison previously served as President, Head of Research and Development of Syndax Pharmaceuticals Inc., a publicly-traded biopharmaceutical company, from February 2022 to April 2023, and previously served as Chief Executive Officer of Syndax Pharmaceuticals Inc. Dr. Morrison has also served as an Entrepreneur Partner at MPM BioImpact (previously MPM Capital) since June 2015. Previously, Dr. Morrison was the Chief Medical Officer and Head of Global Medicines Development at AstraZeneca plc, a biopharmaceutical company, from January 2012 to June 2015. Dr. Morrison currently serves on the board of directors of the publicly-traded companies Carisma Therapeutics, Inc., CRISPR Therapeutics AG, and Werewolf Therapeutics Inc., and previously served on the board of directors of the publicly-traded companies, Codiak Biosciences, Inc., NextCure, Inc., Oncorus, Inc., Repare Therapeutics Inc., and Syndax Pharmaceuticals Inc. Dr. Morrison holds an M.D. from the University of Connecticut Medical School and a B.S. in biology from Georgetown University. He completed residency training in Internal Medicine at the Massachusetts General Hospital and a fellowship in Medical Oncology at the Dana-Farber Cancer Institute. We believe Dr. Morrison is qualified to serve on our board due to his extensive executive leadership experience, his medical background and training, and his service on the boards of other public and private biopharmaceutical and biotechnology companies.			66

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Former Members of our Board of Directors Who Served in 2024

Wendy Dixon., Ph.D., served as a member of our board of directors from June 2020 to May 2024. Dr. Dixon did not stand for re-election at the 2024 annual meeting of stockholders.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries. Codiak BioSciences, Inc., where Ms. Bain previously served as Chief Financial Officer, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in March 2023.

Executive Officers Who Are Not Directors

Biographical information for our executive officers who are not directors is listed below.

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			Age

Noah Berkowitz, M.D., Ph.D., has served as our Chief Medical Officer, since March 2024. Dr. Berkowitz has more than 20 years of experience in advancing programs through early and late stages of development. From January 2020 through 2023, Dr. Berkowitz was Senior Vice President Hematology Development at Bristol-Myers Squibb, a pharmaceutical company, where his teams were responsible for multiple global regulatory approvals for small molecules, biologics and cell therapies. From 2012 to 2020, while developing drugs for rare disease, oncology and hematology at Novartis, Inc., Dr. Berkowitz held roles of increasing responsibility, culminating in the role, VP Clinical Development Head, Hematology. Earlier in his career, Dr. Berkowitz was an executive at Impath, a cancer-testing services company (acquired by Genzyme), and founder and Chief Executive Officer of Synvista. Dr. Berkowitz trained in Medical Oncology at the National Cancer Institute and received his M.D., Ph.D., from Columbia University.			61

Angela Cacace, Ph.D., has served as our Chief Scientific Officer since June 2024. Dr. Cacace joined the Company in September 2018 and most recently served as our Senior Vice President, Neuroscience and Platform Biology. Dr. Cacace has three decades of drug discovery experience in neuroscience and oncology research across modalities. During her time at the Company, Dr. Cacace has led the continuous evolution of our PROTAC Discovery Engine to employ new E3 ligases and cross the blood-brain barrier for multiple neurologic disease targets. Previously, from April 2016 to September 2018, Dr. Cacace served as the Vice President of Biology at Fulcrum Therapeutics, Inc., a biotechnology company, where she built the biology platform, grew talented scientific teams, delivered the first development candidates, and guided the development of translational biomarkers to enable clinical development programs. Additionally, from November 1998 to September 2006 and then August 2007 to April 2016, Dr. Cacace served in positions of increasing responsibility at Bristol Myers Squibb, including as the Director of Neuroscience and Genetically Defined Diseases, where she spearheaded alternative therapeutic modalities and was a co-inventor on several development candidates. At Bristol Myers Squibb, she was responsible for building research-wide teams and initiatives, including the Lead Discovery and Optimization functions. While serving as a Senior Principal Scientist in Cancer Biology at Pfizer, together with her team, she discovered a novel anti-angiogenic antibody development candidate. Dr. Cacace received her B.S. in Biology from Fairfield University, Ph.D. in Pharmacology from Columbia University and completed her postdoctoral research in Oncology at Bristol Myers Squibb and the National Cancer Institute.			57

Andrew Saik, has served as our Chief Financial Officer and Treasurer since June 2024. Mr. Saik has more than 20 years of biopharmaceutical finance experience. From June 2021 to June 2024 Mr. Saik served as Chief Financial Officer at Intercept Pharmaceuticals, Inc., a pharmaceutical company, or Intercept, where he also managed investor relations and communications functions through multiple Phase 3 data releases. Prior to Intercept, from 2020 to 2021, Mr. Saik served as Chief Financial Officer of Vyne Therapeutics, Inc., a pharmaceutical company, or Vyne, where he led a buildout of the company’s finance department in the United States, renegotiated debt obligations to provide the company with enhanced financial flexibility and helped raise over $135 million to fund operations. Prior to joining Vyne, Mr. Saik held Chief Financial Officer positions at biotechnology companies, PDS Biotechnology, Corp. (formerly Edge Therapeutics Inc.) from 2017 to 2020, Vertice Pharma, LLC from 2015 to 2017, and Auxilium Pharmaceuticals, Inc. from 2014 to 2015. Prior to Auxilium, from 2013 to 2014, he served as Senior Vice President, Finance and Treasurer at Endo Health Solutions, Inc., where he helped complete the acquisition of Paladin Labs and restructured $3 billion of debt into a new corporate structure. Mr. Saik holds an M.B.A. from the University of Southern California and a Bachelor of Arts from the University of California, Los Angeles.			55

Ian Taylor, Ph.D. has served as our President, Research and Development since June 2024. From March 2019 to June 2024, Dr. Taylor served as our Chief Scientific Officer. Dr. Taylor served as our Senior Vice President, Biology from January 2018 to March 2019, Vice President, Biology from August 2016 through December 2017, and Vice President, Pharmacology and Translational Medicine from June 2016 to July 2016. Immediately prior to joining Arvinas, Dr. Taylor served as Senior Director, Early Development Team Leader at Pfizer, from February 2007 to May 2016. Dr. Taylor holds a Ph.D. in molecular biology and genetics from Harvard University and a B.A. in Biochemistry from Bowdoin College.			62

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CORPORATE GOVERNANCE

Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee and our board. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:

•Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

•Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process.

•Nominees should have a commitment to understand our company and our industry and to regularly attend and participate in meetings of our board of directors and its committees.

•Nominees should have the interest and ability to understand the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.

•Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director.

•Nominees should represent a broad array of personal and professional characteristics. Nominees will not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

The nominating and corporate governance committee may use a third party search firm in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

At the Annual Meeting, stockholders will be asked to consider the election of Ms. Bain, Dr. Houston and Dr. Smaldone Alsup. Each director is standing for re-election by the stockholders at the Annual Meeting. They were each initially recommended by the nominating and corporate governance committee.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our bylaws and must be received by us no later than the date referenced below under the heading “Stockholder Proposals.” Assuming that biographical and background material has been provided on a timely basis, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting.

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Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates. In March 2025, our board of directors undertook a review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Dr. Agarwal, Ms. Bain, Mr. Cunningham, Mr. Kennedy, Dr. Morrison, Ms. Norwalk, Dr. Smaldone Alsup and Mr. Young is an “independent director” as defined under Nasdaq Listing Rules. Our board of directors previously made a similar determination with respect to Dr. Dixon, who served as an independent member of our board of directors until May 2024. Dr. Houston is not an independent director under these rules because he is our President and Chief Executive Officer. Our board of directors has also determined that Ms. Bain, Mr. Cunningham and Ms. Norwalk, who comprise our audit committee, and Mr. Cunningham, Dr. Smaldone Alsup and Mr. Young who comprise our compensation committee, satisfy the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Committees

Our board of directors has established an audit committee, a compensation committee, a nominating and corporate governance committee and a science and technology committee. Each of the audit committee, compensation committee, nominating and corporate governance committee and science and technology committee operates under a charter, and each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, and the nominating and corporate governance committee is posted on the corporate governance section of the Investors and Media section on our website, which is located at http://www.arvinas.com. Information contained on our website is not incorporated by reference in, or considered part of, this proxy statement.

Audit Committee

The members of our audit committee are currently Linda Bain, Everett Cunningham and Leslie V. Norwalk, Esq. Ms. Bain is the chair of our audit committee. Our board of directors has determined that each of Ms. Bain, Mr. Cunningham and Ms. Norwalk is independent within the meaning of Rule 10A-3 under the Exchange Act. Our board of directors has determined that Ms. Bain is an “audit committee financial expert” as defined in applicable SEC rules. Our board of directors believes that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The audit committee met eight times during the year ended December 31, 2024, including telephonic and videoconference meetings.

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Our audit committee’s responsibilities include:

•appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

•overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from that firm;

•reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•overseeing our internal audit function, if any;

•overseeing our risk assessment and risk management policies, including with respect to major financial, cybersecurity and compliance risk exposures;

•establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management;

•reviewing and approving or ratifying any related person transactions; and

•preparing the audit committee report required by U.S. Securities and Exchange Commission, or SEC, rules.

All audit services to be provided to us and all non-audit services to be provided to us by our registered public accounting firm must be approved in advance by our audit committee. The report of the audit committee is included in this proxy statement under “Report of the Audit Committee.”

Compensation Committee

The members of our compensation committee currently are Everett Cunningham, Laurie Smaldone Alsup, M.D., and John Young. Mr. Young is the currently chair of our compensation committee. Wendy Dixon, Ph.D., served as a member of our compensation committee until our 2024 annual meeting of stockholders, as she did not stand for re-election at our 2024 annual meeting of stockholders. Our board of directors has determined that each of Mr. Cunningham, Dr. Smaldone Alsup and Mr. Young is independent within the meaning of Rule 10C-1 under the Exchange Act. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The compensation committee met five times during the year ended December 31, 2024, including telephonic and videoconference meetings.

Our compensation committee’s responsibilities include:

•reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our chief executive officer and our other executive officers;

•overseeing an evaluation of our senior executives;

•overseeing and administering our cash and equity incentive plans;

•reviewing and making recommendations to our board of directors with respect to director compensation;

•overseeing the development, implementation and effectiveness of our policies and strategies relating to its human capital management function;

•reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure; and

•preparing the compensation committee report.

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The compensation committee meets regularly in executive session. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the compensation committee regarding the compensation for such officer or any immediate family member of such officer. The charter of the compensation committee grants the compensation committee full access to all of our books, records, facilities, and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants, and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. In particular, the compensation committee may, in its sole discretion, retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

The compensation committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), as its compensation consultant for the 2024 fiscal year. Aon has acted as compensation consultant since 2018, the time of our initial public offering. Our compensation committee considered the relationship that Aon has with us, the members of our board of directors and our executive officers. Based on the committee’s evaluation, the compensation committee has determined that no conflicts of interest exist between the company and Aon.

Aon assisted the committee in conducting a competitive compensation assessment for our executive officers for the fiscal year ended December 31, 2024. In evaluating the total compensation of our executive officers, the compensation committee, with the assistance of Aon, established a peer group of 16 publicly traded companies in the biopharmaceutical industry that comprised companies whose market capitalization, number of employees, maturity of product development pipeline and area of therapeutic focus are similar to ours. Our peer groups are discussed in greater detail in our Compensation Discussion & Analysis.

Aon also supplemented the peer group information with published survey data, which provided a broader market representation of companies and deeper position reporting.

Historically, our compensation committee reviews and approves, as appropriate, all compensation components including base salary, bonus, benefits, equity incentives and, if any, perquisites, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation and provides a recommendation on the compensation of our Chief Executive Officer to our board of directors. In addition, the compensation committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The compensation committee also makes recommendations to our board of directors regarding the compensation of non-employee directors and has the authority to administer our equity-based plans.

Under its charter, the compensation committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. Pursuant to our 2018 Stock Incentive Plan, or our 2018 Plan, the compensation committee has delegated to our Chief Executive Officer the authority to approve grants of stock options and restricted stock units to new hire employees up to the level of Vice President, subject to certain limitations for each level of employment and an annual aggregate maximum amount of awards that can be granted pursuant to such delegated authority.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are currently Edward Kennedy, Jr., Sunil Agarwal, M.D., and Briggs Morrison, M.D. Mr. Kennedy is the chair of our nominating and corporate governance committee. The nominating and corporate governance committee met four times during the year ended December 31, 2024, including telephonic and videoconference meetings.

Our nominating and corporate governance committee’s responsibilities include:

•identifying individuals qualified to become members of our board of directors;

•recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees;

•reviewing and making recommendations to our board with respect to our board leadership structure;

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•reviewing and making recommendations to our board with respect to management succession planning;

•developing and recommending to our board of directors corporate governance principles;

•reviewing and reporting to our board concerning our corporate responsibility and sustainability efforts, including the impact of environmental and social issues on us; and

•overseeing an annual evaluation of our board of directors.

Science and Technology Committee

The members of our science and technology committee are currently Sunil Agarwal, M.D., Briggs Morrison, M.D. and Laurie Smaldone Alsup, M.D. Dr. Agarwal is the chair of our science and technology committee. The science and technology committee met two times during the year ended December 31, 2024, including telephonic and videoconference meetings.

Our science and technology committee’s responsibilities include:

•reviewing, evaluating, and advising our board of directors and management regarding the long-term strategic goals and objectives and the quality and direction of our research and development programs;

•monitoring and evaluating trends in research and development, and recommending to our board of directors and management emerging technologies for building the company's technological strength;

•reviewing external research and development disclosures and publications, as appropriate;

•reviewing clinical development plans, target product profiles and clinical protocol synopses for key studies, as appropriate;

•advising our board of directors and management on the scientific aspects of business development transactions;

•regularly reviewing our research and development pipeline;

•assisting our board of directors with its oversight responsibility for enterprise risk management in areas affecting our research and development; and

•reviewing our overall intellectual property strategies.

Compensation Committee Interlocks and Insider Participation

During 2024, in the period for which such person was a director, the members of our compensation committee were Everett Cunningham, Wendy Dixon, Ph.D., Laurie Smaldone Alsup, M.D. and John Young. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that has one or more of its executive officers serving as a member of our board of directors or our compensation committee. None of the members of our compensation committee is currently an officer or employee of our company.

Board and Committee Meetings Attendance

The full board of directors met five times during 2024. During 2024, each current member of the board of directors attended in person or participated telephonically or virtually in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meeting of stockholders, we encourage all of our directors to attend. All of our then-serving directors attended our 2024 annual meeting of stockholders.

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Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted under the heading “Corporate Governance” on the Investors and Media section of our website, which is located at http://www.arvinas.com. Information contained on our website is not incorporated by reference in, or considered part of, this proxy statement. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees and other covered persons. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. The guidelines provide that:

•our board’s principal responsibility is to oversee the management of our company;

•except as required by Nasdaq rules, a majority of the members of our board must be independent directors;

•the independent directors meet in executive session at least twice a year;

•directors have full and free access to management and, as necessary, independent advisors; and

•our nominating and corporate governance committee will oversee annual self-evaluations of the board to determine whether it and its committees are functioning effectively.

A copy of the corporate governance guidelines is posted under the heading “Corporate Governance” on the Investors and Media section of our website, which is located at http://www.arvinas.com. Information contained on our website is not incorporated by reference in, or considered part of, this proxy statement.

Board Leadership Structure and Board’s Role in Risk Oversight

Dr. Houston currently serves as Chairperson, Chief Executive Officer and President, and has served in this combined role since our 2023 annual meeting of stockholders. In light of this combination of roles, to continue good governance practice and in line with our corporate governance guidelines, our board of directors appointed Briggs Morrison, M.D. as lead independent director. As lead independent director, Dr. Morrison’s duties include:

•acting as chairperson in executive sessions;

•meeting with any director not adequately performing duties;

•facilitating communications between our directors and the combined Chairperson and Chief Executive Officer, as appropriate;

•monitoring stockholder communications with the assistance of our legal department;

•working with the Chairperson to prepare the agenda for meetings of our board of directors and determining whether special meetings are required; and

•otherwise consulting with the Chairperson and Chief Executive Officer on corporate governance and director performance matters.

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Our board of directors continues to believe that this board leadership structure remains appropriate at this time given the following:

•Dr. Houston and Dr. Morrison have an excellent professional working relationship as demonstrated by their many years of working collaboratively; and

•Combining the roles of Chairperson and Chief Executive Officer fosters clear accountability, effective decision-making and alignment of corporate strategy, and facilitates information flow between management and our board of directors.

Our nominating and corporate governance committee and our board of directors evaluate our board leadership structure from time to time and may recommend further alterations of this structure.

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under “Risk Factors” in our 2024 Annual Report. Our board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks. Our board of directors oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-to-day basis and our board of directors and its committees oversee the risk management activities of management. Our board of directors satisfies this responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. Our audit committee oversees risk management activities related to financial controls and legal and compliance risks, including cybersecurity and financial risks, the steps that management has taken to monitor and control such exposure, and oversees the company’s efforts to remediate any control deficiencies. Oversight by the audit committee includes direct communication with our independent registered public accounting firm. Our compensation committee oversees risk management activities relating to our compensation policies and practices and assessing whether any of our compensation policies or programs has the potential to encourage excessive risk taking. Oversight by the compensation committee includes direct communication with our independent compensation consultants. Our nominating and corporate governance committee oversees risk management activities relating to board composition and management succession planning. Our science and technology committee oversees risk management activities related to our research and development activities. In addition, members of our senior management team attend our quarterly board meetings and are available to address any questions or concerns raised by the board on major risk exposures, the potential impact of such risks, risk management and any other matters. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Director Education

The Board also receives periodic briefings and education on core concepts and trends that impact our businesses and society. During 2024, the board of directors was briefed regarding topics such as cybersecurity, intellectual property and generic entry into the market, and stock volatility.

Corporate Social Responsibility

We believe that we have a responsibility to foster an equitable and inclusive workplace environment and to have a positive impact on our employees and the communities in which we work and live. We believe our success largely depends on our ability to attract, motivate, engage, and retain highly skilled employees. We believe an equitable, inclusive and empowering culture encourages leadership growth and development and fosters robust relationships among employees and management, which, combined with providing competitive compensation and benefits, may create a workplace that results in more creative thinking, more rapid discovery and better decision making.

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Growth and Development

We recognize that identifying, attracting, incentivizing, integrating, retaining and promoting talented employees is vital to our success. We aim to create an equitable, inclusive and empowering environment in which our employees can grow and advance their careers, with the overall goal of developing and retaining our workforce to support our current pipeline and future business goals, including becoming a commercial company with a robust pipeline. Our efforts to develop and retain a talented, passionate and inclusive workforce with different experiences, perspectives, and backgrounds include providing competitive compensation, including equity incentive compensation, and comprehensive benefits that provide resources to help employees and covered dependents manage their health, finances and life outside of work. Our aspiration and efforts to represent the communities we serve into our efforts also extend to the leadership of the company, including our board of directors and senior leaders.

Training and educating our employees is key to our organizational success. We endeavor to provide in person and virtual trainings, as well as experiential learning through cross-functional exposure via presentations or shadowing opportunities. In addition, we value our employees’ opinions and thoughts and provide virtual and onsite forums where our employees can provide feedback on corporate initiatives, recognize each other’s contributions and accomplishments, and provide other suggestions for improving our evolving workplace. We prioritize employee feedback and conduct an employee survey to measure employee engagement and to inform future talent initiatives. Similarly, we have introduced technology that enables employees to provide anonymous real-time feedback.

With the goal of ensuring every employee is included, supported, and treated equitably, our employees have formed various employee resource groups which help to support and guide us as an inclusive and culturally intelligent workplace. These groups are comprised of a mix of employees from various functions and positions and have worked to identify areas for growth and education in order for the company to develop processes, systems and actions that will enable us to continue to build an inclusive and welcoming workplace.

Compensation and Benefits

We offer a comprehensive compensation and benefits package, which includes a competitive salary, medical, dental, and vision insurance, medical and dependent flexible spending accounts, life and disability insurance, and a 401(k) matching program. In addition, employees typically receive equity in the company upon the start of their employment and on an annual basis, and also have the opportunity to participate in our employee stock purchase plan. To ensure that our employees are paid competitively and at a rate consistent with an employee’s position, knowledge and skills, we perform a formal compensation benchmark analysis of our employees’ base salary, annual cash incentive potential, and long-term incentive awards twice per year and link annual cash incentives to overall company performance.

We also have a tuition reimbursement program, fitness reimbursement program, and various programs that focus on our employee’s engagement and well-being, including access to our employee assistance program.

Our Community

We believe in the importance of our employees engaging in our community. In 2024, we hosted our third annual IMPACT day, a company-wide community service day benefiting organizations in the Greater New Haven area and beyond. Giving back to the communities in which we work and live is an integral part of our corporate values and over half of our employees participated in person or virtually. The activities selected support important priorities for Arvinas, including science, technology, engineering, and math (STEM) initiatives, and the Greater New Haven and patient communities.

Communication with Our Directors

Any interested party with concerns about our company may report such concerns to the board of directors or the chair of the nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Arvinas, Inc.

5 Science Park

395 Winchester Ave.

New Haven, CT 06511

United States

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You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

A copy of any such written communication may also be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and discretion. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairperson of the board (if one is appointed and is an independent director), the lead independent director (if one is appointed) or otherwise the chairperson of the nominating and corporate governance committee, subject to the advice and assistance of counsel, consider to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

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PROPOSAL NO. 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our executive officers named in the “2024 Summary Compensation Table” under “Executive and Director Compensation,” who we refer to as our “named executive officers,” as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by Section 14A to the Exchange Act.

Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of key strategic and business goals. The programs are designed to align the interests of our executives with those of our stockholders and consist of a combination of base salary, annual cash bonus, long-term equity incentive compensation and other employee benefits generally available to our employees.

The “Executive and Director Compensation” section of this proxy statement beginning on page 25, including “Compensation Discussion and Analysis,” describes in detail our executive compensation programs and the decisions made by the compensation committee and our board of directors with respect to the year ended December 31, 2024.

As we describe in the Compensation Discussion and Analysis, our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our stockholders. Our board of directors believes this link between compensation and the achievement of our key strategic and business goals has helped drive our performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management.

Our board of directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is non-binding. The outcome of this advisory vote does not overrule any decision by the company or our board of directors (or any committee thereof), create or imply any change to the fiduciary duties of the company or our board of directors (or any committee thereof), or create or imply any additional fiduciary duties for the company or our board of directors (or any committee thereof). However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the named executive officers. Consistent with the preference expressed by our stockholders at our 2021 annual meeting of stockholders, our board of directors has adopted a policy of providing annual advisory votes to approve the compensation of our named executive officers. The next advisory vote to approve the compensation of our named executive officers will occur at our 2026 annual meeting of stockholders.

The board of directors recommends voting “FOR” Proposal No. 2 to approve our executive compensation.

Any properly submitted proxy will be voted in favor of the approval of our executive compensation unless a contrary specification is made in the proxy.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This section discusses the material elements of our executive compensation policies and decisions for our executive officers named in the “2024 Summary Compensation Table” below, referred to herein as our “named executive officers,” and important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers and is intended to place in perspective the information presented in the following tables and the corresponding narrative.

Executive Summary

Overview

Historically, our executive compensation program has reflected our growth and corporate goals. To date, the compensation of our named executive officers has consisted of a combination of base salary, annual cash bonus, long-term equity incentive compensation, and other employee benefits generally available to our employees. Our named executive officers are also entitled to certain compensation and benefits upon certain terminations of employment pursuant to their employment agreements as described below.

Our named executive officers for the year ended December 31, 2024 are as follows:

•John Houston, Ph.D., President, Chief Executive Officer and principal executive officer;

•Andrew Saik, Chief Financial Officer, Treasurer and principal financial officer;

•Randy Teel, Ph.D., former interim Chief Financial Officer, Treasurer and principal financial officer, and our current Chief Business Officer;

•Sean Cassidy, former Chief Financial Officer, Treasurer and principal financial officer;

•Noah Berkowitz, M.D., Ph.D., Chief Medical Officer;

•Angela Cacace, Ph.D., Chief Scientific Officer; and

•Ian Taylor, Ph.D., President of Research and Development, or R&D.

Our Company

We are a clinical-stage biotechnology company dedicated to improving the lives of patients suffering from debilitating and life-threatening diseases. Through our PROTAC (PROteolysis Targeting Chimera) protein degrader platform, we are pioneering the development of protein degradation therapies designed to harness the body’s natural protein disposal system to selectively and efficiently degrade and remove disease-causing proteins. We are currently progressing multiple investigational drugs through clinical development programs, including vepdegestrant, targeting the estrogen receptor, or ER, for the treatment of locally advanced or metastatic ER-positive, human epidermal growth factor receptor 2-negative breast cancer; ARV-393, targeting the B-cell lymphoma 6, or BCL6, protein for the treatment of relapsed/refractory non-Hodgkin Lymphoma, or NHL; and ARV-102, targeting the leucine-rich repeat kinase 2, or LRRK2, protein for the treatment of neurodegenerative disorders.

Management Changes During 2024

During the year ended December 31, 2024, we had several notable management changes.

Principal Financial Officer Changes

Effective February 29, 2024, Sean Cassidy stepped down as our Chief Financial Officer, Treasurer and principal financial officer to pursue another professional opportunity. Mr. Cassidy was not granted any equity awards during 2024, and he forfeited any previously granted unvested and unexercised equity awards.

In light of Mr. Cassidy’s departure, effective February 29, 2024, the board of directors appointed Randy Teel, Ph.D., our then-current Senior Vice President, Corporate and Business Development, to serve as our interim Chief Financial Officer, Treasurer and principal financial officer, while we undertook a search to identify our next permanent Chief Financial Officer,

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Treasurer and principal financial officer. Dr. Teel did not receive any additional compensation for assuming these interim roles, and no changes were made to his employment agreement in connection with this appointment. However, during this interim period, effective April 21, 2024, Dr. Teel was appointed as our Chief Business Officer. In connection with this new role, Dr. Teel’s base salary and bonus as a percentage of base salary were increased, and on May 21, 2024, following approval by the compensation committee, Dr. Teel was granted additional equity awards in the form of an option to purchase shares of our common stock, or an Option, and restricted stock units, or RSUs. However, Dr. Teel has not been considered an executive officer in his role as our Chief Business Officer.

Effective June 24, 2024, the board of directors appointed Andrew Saik as our permanent Chief Financial Officer, Treasurer and principal financial officer. In connection with the commencement of his employment, in addition to the base salary, bonus as a percentage of base salary and any termination payments Mr. Saik may be entitled to in the future that are outlined in the employment agreement entered into with Mr. Saik as discussed in “Employment Agreements with our Executive Officers” on June 24, 2024, upon approval by the board of directors, Mr. Saik was granted an Option and RSUs as an inducement material to entering into employment with the company in accordance with Nasdaq Listing Rule 5635(c)(4).

Other Management Changes

Effective March 18, 2024, the board of directors appointed Noah Berkowitz, M.D., Ph.D., as our Chief Medical Officer. In connection with the commencement of his employment, in addition to the base salary, bonus as a percentage of base salary and any termination payments Dr. Berkowitz may be entitled to in the future that are outlined in the employment agreement entered into with Dr. Berkowitz, on March 18, 2024, upon approval by the board of directors, Dr. Berkowitz was granted an Option and RSUs as an inducement material to entering into employment with the company in accordance with Nasdaq Listing Rule 5635(c)(4). These inducement grants granted to Dr. Berkowitz were also intended to capture any value that Dr. Berkowitz may have left at his prior employer.

Effective June 17, 2024, the board of directors appointed Ian Taylor, Ph.D., as our President of R&D, a role previously held by Dr. Houston. Prior to this, Dr. Taylor served as our Chief Scientific Officer. In connection with this new role, though Dr. Taylor remained an executive officer, his base salary was adjusted downward.

Also effective June 17, 2024, the board of directors appointed Angela Cacace, Ph.D., our then Senior Vice President, Neuroscience and Platform Biology, as our Chief Scientific Officer, a role previously held by Dr. Taylor. In connection with this new role, Dr. Cacace’s base salary and bonus as a percentage of base salary were increased and, on June 17, 2024, following approval by the board of directors, Dr. Cacace was granted additional equity awards in the form of an Option and RSUs.

Key Compensation Decisions and Action Regarding 2024 Executive Compensation

Our board of directors and compensation committee made several key compensation decisions regarding the 2024 compensation of our executives taking into account our compensation philosophy and objectives, the needs and performance of our company, individual performance, and other factors such as market data and industry best practices.

•Base Salary Adjustments. In February 2024, the board of directors, upon recommendation by the compensation committee, reviewed and approved the base salary of our Chief Executive Officer and the compensation committee reviewed and approved the base salaries of our other then-named executive officers employed by us at the time. The compensation committee then reviewed and approved base salaries for newly hired or promoted named executive officers as appropriate throughout the year. Our Chief Executive Officer and each of our other then-named executive officers received annual merit-based salary adjustments of 4% in February 2024, retroactive to January 1, reflecting their performance and contributions and to maintain reasonable positioning relative to our peer companies. Dr. Teel received an increase of 7.2% to his base salary in light of his new role as Chief Business Officer on and effective as of April 21, 2024. Dr. Cacace received an increase of 12.3% to her base salary on June 17, 2024 in connection with her appointment as Chief Scientific Officer. Dr. Cacace’s base salary adjustment was retroactive to May 17, 2024 in light of her contributions to the Company prior to her appointment as Chief Scientific Officer. Dr. Taylor’s base salary was also decreased 48.5% as a result of his new position as President of R&D.

•Annual Cash Bonus. In March 2024, the board of directors, upon recommendation by the compensation committee, approved corporate goals, consisting of four main corporate goals

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focused on two product candidates in clinical-stage development, preclinical pipeline and platform, and strategic and business development, each with certain subgoals and with its own weighting to reflect its importance to our business. In January 2025, the board of directors reviewed our achievements against our 2024 corporate goals and approved achievement of 107.5% of our 2024 corporate goals. However, as part of our overall commitment to our employees, we funded a special bonus pool of 3.5% from the overall bonus pool of 107.5%. As such, the bonuses awarded to all employees, including our named executive officers, for 2024 were based on a corporate goal achievement level of 104.0%, and a portion of our employee population that contributed significantly to the company in 2024 received additional bonus amount. The annual cash bonuses paid to our named executive officers in early 2025 for 2024 performance were based solely on the achievement of these corporate performance goals and each named executive officer’s target bonus amount, which, other than as noted in light of promotions, remained unchanged year over year.

•Long-Term Incentives. In February 2024, the board of directors, upon recommendation by the compensation committee, approved annual grants of Options and RSUs under the 2018 Plan to our Chief Executive Officer, and the compensation committee approved grants of Options and RSUs under the 2018 Plan to our other then-named executive officers, other than Mr. Cassidy. Dr. Teel and Dr. Cacace were granted additional awards of Options and RSUs under the 2018 Plan in May 2024 and June 2024, respectively, in connection with their new roles as Chief Business Officer and Chief Scientific Officer, respectively, which we refer to as promotional awards. Dr. Berkowitz and Mr. Saik were each granted an Option and RSUs as an inducement material to agreeing to enter into employment with the company in accordance with Nasdaq Listing Rule 5635(c)(4).

Compensation Design

Compensation Philosophy and Objectives

The goal of our executive compensation policies and programs is to pay for performance. Within this overarching principle, there are a number of key objectives that our policies and programs are designed to achieve:

•Attract and retain individuals with superior ability, technical, and managerial experience;

•Align the executives’ interests with those of our stockholders through long-term incentives linked to specific performance; and

•Provide market competitive compensation to attract and retain highly qualified individuals who are capable of making significant contributions to the long-term success of the company.

Alignment with Company Strategy

Our executive compensation policies and programs reinforce our pay-for-performance philosophy. While fixed compensation, such as base salary and benefits, are primarily designed to be competitive in the biopharmaceutical marketplace for employees, a substantial portion of our named executive officers’ compensation is linked to achieving scientific, business, organizational and operational goals.

We provide a significant portion of our executive compensation in the form of long-term incentives (Options and RSUs) that vest over time. These equity awards are a key aspect of our pay-for-performance philosophy and serve to align the interests of our named executive officers with our stockholders, as they are tied to future increases in the value of our stock. Further, we believe that equity awards with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. The annual cash bonuses paid to our named executive officers are based entirely on corporate performance goals established by the board of directors. Our executives make strategic decisions that influence the company, and we believe it is appropriate to reward performance against corporate performance goals in that case, in line with our pay-for-performance philosophy.

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The total target compensation (base salary, target annual cash bonuses and equity incentive awards) for our Chief Executive Officer and our other named executive officers in 2024 was primarily performance-based, as shown in the charts below. The Other Named Executive Officer Target Pay Mix chart includes Dr. Berkowitz, Dr. Cacace and Mr. Saik. Mr. Cassidy and Dr. Teel have been omitted from this chart as they are not currently executive officers, and Dr. Teel has been omitted from this chart given the decrease to his base salary after his change in role discussed above.

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The compensation committee uses a comparative framework to assess the named executive officers’ total compensation mix, but does not have a pre-established policy for allocating total compensation. Rather, based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the company, the compensation committee subjectively determines the appropriate level and mix of total compensation, keeping in mind our pay-for-performance compensation philosophy. We believe that this approach results in compensation that:

•is at an appropriate level to attract and retain individuals with superior ability, technical, and managerial experience;

•provides the appropriate incentives to our executives to make significant contributions to the long-term success of the company, while avoiding incentives for inappropriate risk-taking; and

•is fair and competitive without being excessive.

Realizable Pay

A core component of our compensation philosophy is to incentivize our executive officers by creating a strong link between their performance and compensation. As a result of this pay for performance philosophy, we put much of our executives’ pay “at-risk.” Over the past several years, we have granted a mix of time-based RSUs and Options, to retain and motivate our executives to deliver long-term performance. Given that a significant portion of the compensation packages are linked to achieving scientific, business, organizational and operational goals and as a result, vary depending on our performance and increase in stock price. Frequently, the grant date value of our equity compensation (as reported annually in the Summary Compensation Table) is not always reflective of the actual realizable pay value that may be received by the CEO because it is based on the based on the grant date fair value as determined under applicable accounting guidance. Realizable pay reflects the actual value of compensation received or to be received by our CEO, and as such fluctuates with changes in our share price. For this reason, contrasting pay amounts from the Summary Compensation Table with realizable pay provides a meaningful demonstration of the pay for performance alignment of our executive compensation program.

The following chart demonstrates the difference between the reported pay for Dr. Houston, as disclosed in the Summary Compensation Table, and the realizable pay values of those awards as of the end of each fiscal year. Because the change in share price is a key component of the equity value, the realizable value represented substantially less than the grant date fair value, demonstrating the direct link between performance and pay outcomes.

Realizable pay for the past three years is generally aligned with our stock price performance over the same period.

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Compensation Governance

The compensation committee is responsible for oversight of the company’s compensation program and practices. The compensation committee maintains a pay program defined by corporate governance best practices and a commitment to stockholder interests. The board of directors have committed to numerous practices and safeguards to ensure the compensation program remains aligned with those interests. These corporate governance practices include the following:


	What We Do		What We Don’t Do
ü	Pay-for-performance philosophy and culture	O	No excise tax gross ups
ü	An appropriate mix of short and long-term incentives for our executives	O	No excessive perquisites or other benefits for NEOs
ü	Responsible use of long-term equity program to motivate and align executives’ interests with stockholders	O	No repricing of stock option awards without stockholder approval
ü	Perform an annual risk assessment of our compensation program and practices	O	No discounted stock option awards
ü	Maintain a peer group of companies to evaluate compensation decisions and update peer information periodically	O	No hedging or pledging of company stock
ü	Conduct Say-on-Pay vote annually	O	No “single trigger” payouts in a change in control situation
ü	Engage an independent compensation consultant to advise on executive compensation matters
ü	Have an independent compensation committee
ü	Maintain a robust compensation recovery policy to recover erroneous paid incentive compensation and ensure accountability

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Elements of Executive Compensation

The primary elements of our executive compensation in program in 2024 were:

Element

Purpose

Key Features and Timing

Base Salary
(fixed cash)

Provide competitive, fixed compensation to attract and retain top executive talent

• Cash-based

• Initial base salaries are set at the time of hire, and adjustments to base salaries are considered in conjunction with changes in job responsibilities or annually as part of our merit increase process

Annual Cash Bonus
(“at-risk” cash)

Performance-contingent compensation to motivate and reward individual for attaining rigorous corporate performance goals that relate to our key business objectives

• Cash-based

• Based on corporate and individual performance

• Generally measured and paid out on an annual basis, typically annually following the close of the previous fiscal year

Long-term Incentives
(“at-risk” equity)

Variable incentive compensation to promote performance, support retention, and create stockholder alignment

• Equity-based

• Granted in time-based Options and RSUs

• Based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the company

• Generally granted at the time of hire, annually following the close of the previous fiscal year and at the time of promotion

2024 Compensation Decisions and Outcomes

Role of our Compensation Committee and Executive Officers

Our compensation committee, composed entirely of independent directors, is responsible for overseeing our compensation philosophy and operates under a written charter. Among other things, the role of our compensation committee is to seek to ensure that compensation decisions represent sound fiscal policy and enable us to attract and motivate qualified personnel, review and approve, or make recommendations to our board of directors with respect to, the compensation of our Chief Executive Officer and our other executive officers and recommend to the board of directors the compensation of the non-employee directors.

In making its executive compensation determinations, our compensation committee and, if applicable, the full board of directors, considers recommendations from our Chief Executive Officer for our named executive officers (other than himself). In making his recommendations, our Chief Executive Officer has access to various third-party compensation surveys and compensation data provided by our compensation committee’s compensation consultant, as described below. While our Chief Executive Officer discusses his recommendations for the other named executive officers with our compensation committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by our compensation committee to make presentations, provide financial or other background information or advice or otherwise participate in compensation committee meetings. No named executive officer is present during voting or deliberations on his own compensation.

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The compensation committee does not have any formal policies for allocating compensation among salary, annual cash incentive awards and long-term incentive equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the compensation committee exercises judgment to establish a total compensation program for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that the compensation committee believes is appropriate to achieve the goals of our executive compensation program and our corporate goals and objectives. In setting the elements of compensation, the compensation committee considers prior compensation paid and amounts realizable from prior stock-based awards, as well as other benefits provided by the company.

Say-on-Pay Advisory Vote and Stockholder Engagement

Each year, pursuant to Section 14(a) of the Exchange Act, we submit to our stockholders a proposal to vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers disclosed in our proxy statement. We first held this vote at the 2021 annual meeting of stockholders and based on stockholder preference, we hold such a vote every year.

In setting executive compensation, the compensation committee and the board of directors also consider the results of this “say-on-pay” vote. At the 2024 annual meeting of stockholders, this proposal received over 93% of the votes cast by stockholders, excluding broker non-votes and abstentions. While the say-on-pay vote is an advisory, non-binding, vote, our board of directors and compensation committee strongly value the opinions of our stockholders as expressed by the results of the say-on-pay vote and believe that stockholder approval of our named executive officer compensation demonstrates an alignment with our stockholders’ interests. Our board and compensation committee will continue to consider the results of the annual say-on pay-vote when making future decisions regarding executive compensation. Consistent with the recommendation of our board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes, our stockholders will have an opportunity annually to cast an advisory vote in connection with compensation for our named executive officers.

We welcome and value input from our stockholders regarding executive compensations plans and programs, as well as other matters related to us, our operations and corporate governance. Since our initial public offering, management and our board of directors have maintained open lines of communication with significant stockholders and potential investors. Management interacts with stockholders through investor conferences, quarterly earnings calls, and meetings with potential investors. Any relevant feedback received by management as a result of these stockholder or investor conversations is reported to our board of directors and compensation committee and taken into consideration with respect to ongoing oversight and decision-making activities. In the future, we plan to explore initiation of a more formal engagement process to obtain regular feedback from our stockholders on executive compensation, corporate governance and other matters important to stockholders.

Our compensation committee and board of directors will continue to consider the results of the annual say-on-pay vote and stockholder input when making future decisions regarding executive compensation and continue to monitor our executive compensation program to ensure it aligns the interests of our named executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes. Consistent with the recommendation of our board of directors and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes, our stockholders will have an opportunity annually to cast an advisory vote in connection with compensation for our named executive officers. Our next non-binding advisory vote on the frequency of “say-on-pay” votes is expected to occur at our 2027 annual meeting of stockholders.

Role of our Compensation Consultant

As a part of reviewing, recommending and determining (as applicable) compensation for our named executive officers, the compensation committee has engaged Aon’s Human Capital Solutions Practice, a division of Aon plc, or Aon, as an independent compensation consultant. Aon provides analysis and recommendations to the compensation committee regarding:

•trends and emerging topics with respect to executive compensation;

•peer group selection for executive compensation benchmarking;

•compensation practices of our peer group in the broader biotechnology industry;

•compensation programs for executives, non-employee directors and all of our employees; and

•stock utilization and related metrics.

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When requested, Aon consultants attend meetings of the compensation committee, including executive sessions in which executive compensation issues are discussed. Aon is engaged by the compensation committee and meets with management for purposes of gathering information for its analyses and recommendations.

In determining to engage Aon, the compensation committee reviewed the independence of Aon taking into consideration relevant factors, including the absence of other services provided to the company by Aon, the amount of fees the company paid to Aon as a percentage of Aon’s total revenue, the policies and procedures of Aon that are designed to prevent conflicts of interest, any business or personal relationship of the individual compensation advisors employed by Aon with an executive officer of the company, any business or personal relationship the individual compensation advisors employed by Aon have with any member of the compensation committee, and any stock of the company owned by Aon or the individual compensation advisors employed by Aon. The compensation committee has determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Aon and the individual compensation advisors employed by Aon as compensation consultants to the compensation committee has not created any conflicts of interest, and that Aon is independent pursuant to the independence standards set forth in The Nasdaq Global Select Market listing standards promulgated pursuant to Section 10C of the Exchange Act.

Executive Compensation Process

The compensation committee compares our executive compensation against a peer group to determine market trends and competitiveness. On an annual basis, the compensation committee reviews the companies in our peer group, as well as Aon’s recommendations regarding which companies should be included in the peer group. The compensation committee may also adjust the peer group to ensure it properly reflects the market in which we compete for executive talent.

For purposes of compensation for 2024, the compensation committee retained Aon to evaluate our executive compensation program and recommend a course of action for 2024. In determining the 2024 base salaries, annual cash bonuses and long-term incentives for our named executive officers, our compensation committee relied on the following peer group, or the 2024 Peer Group, which was approved by our compensation committee in September 2023:


Alector, Inc.	Denali Pharmaceuticals, Inc.	Revolution Medicines, Inc.
Arcus Biosciences, Inc.	Fate Therapeutics, Inc.	SpringWorks Therapeutics, Inc.
Arrowhead Pharmaceuticals, Inc.	Intellia Therapeutics, Inc.	Xencor, Inc.
Cerevel Therapeutics, Inc.	Mirati Therapeutics, Inc.	Zentalis Pharmaceuticals (*)
Crinetics Pharmaceuticals (*)	REGENXBIO, Inc.
Deciphera Pharmaceuticals (*)	Relay Therapeutics, Inc.

(*) New to the 2024 Peer Group

Aon focused on developing a peer group that:

•comprised companies operating in the biopharmaceutical industries;

•captured comparable companies in terms of market capitalization, revenue, employee size and stage of development; and

•allowed for sufficient room for the company to grow.

The 2024 Peer Group represents a group of pre-commercial, later stage (companies in Phase 3 development and companies in the stages of submitting new-drug applications), oncology or neurology-focused biopharmaceutical/biotechnology companies, with a median market capitalization of $1,631.8 million and a median of 314 employees at the time of review. Intra-Cellular Therapies, Inc., Karuna Therapeutics, Inc., Legend Biotech, Inc. and Reata Pharmaceuticals, Inc. were each removed from our peer group as their market capitalization and/or stage of development, as applicable, fell outside our targeted range, or due to acquisition, as applicable, and several new companies were added, as indicated in the table above, as they met all the required criteria outlined above. The peer group is used to support compensation decisions and is used for relative performance comparisons in the context of our incentive plans.

Based on the 2024 Peer Group, Aon prepared an assessment that included pay levels and compensation practices from public SEC filings. Aon supplemented the 2024 Peer Group proxy information with data from the Radford Global Compensation Survey, comprising 39 companies with a median headcount of 122 and a median market capitalization of $1.03 billion, which provides a broader market representation of companies and deeper position reporting. To arrive at competitive market

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compensation, market data collected from the 2024 Peer Group and the Radford Global Compensation Survey was blended equally to form a composite assessment.

The peer group is used to support compensation decisions and is used for relative performance comparisons in the context of our incentive plans. In analyzing and setting our executive compensation program for 2024, the board of directors and the compensation committee, as applicable, compared certain aspects of our named executive officers’ compensation to the compensation levels included in this composite assessment. Based on the results of the assessment, the board of directors and the compensation committee, as applicable, determined that compensation levels for our named executive officers in 2024 generally reflected market competitive ranges.

Base Salaries

The base salary for our Chief Executive Officer is determined annually by the board of directors, upon recommendation by the compensation committee. Base salaries for our named executive officers other than our Chief Executive Officer are recommended by our Chief Executive Officer to the compensation committee for approval. Each such determination is based on the scope of each officer’s responsibilities along with his respective experience and contributions to the company during the prior year. When reviewing base salaries, the board of directors and compensation committee, as applicable, takes factors into account such as blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance, and internal parity relative to similar positions within the company, but does not assign any specific weighting to any factor.

The following table presents the base salaries for each of our named executive officers for the years 2023 and 2024, as approved by the board of directors and compensation committee, as applicable. Except as otherwise noted, the 2024 base salaries became effective on January 1, 2024.


Named Executive Officer	2023 Annualized Salary ($)	2024 Merit Increase and Market Adjustment % of Base Salary	2024 Promotions and Title Changes % of Base Salary	Adjustment Amount ($)	2024 Annualized Salary ($)	Nature of Increase
John Houston, Ph.D.	657,697	4.0	—	26,308	684,005	Merit increase
Andrew Saik (1)	—	—	—	—	525,000	—
Randy Teel, Ph.D. (2)	435,090	4.0	7.2	49,910	485,000	Merit increase; appointment to new role
Sean Cassidy (3)	460,617	4.0	—	18,425	479,042	Merit increase
Noah Berkowitz, M.D., Ph.D. (4)	—	—	—	—	535,000	—
Angela Cacace, Ph.D. (5)	395,987	9.1	12.3	89,013	485,000	Merit increase and market adjustment; appointment to new role, increased responsibilities
Ian Taylor, Ph.D. (6)	466,856	4.0	(48.5)	(216,856)	250,000	Merit increase and market adjustment; appointment to new role

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(1) Mr. Saik was appointed as our Chief Financial Officer, Treasurer and principal financial officer effective June 24, 2024.

(2) Dr. Teel had a 2024 annualized base salary of $452,494 until he was appointed as our Chief Business Officer effective April 21, 2024, at which time his base salary was increased by approximately 7.2% to $485,000. Dr. Teel served as interim Chief Financial Officer, Treasurer and principal financial officer, from February 29, 2024 to June 24, 2024 and his annualized base salary did not change as a result of this interim role.

(3) Mr. Cassidy served as our Chief Financial Officer, Treasurer and principal financial officer until February 29, 2024.

(4) Dr. Berkowitz was appointed as our Chief Medical Officer effective March 18, 2024.

(5) Dr. Cacace was appointed as our Chief Scientific Officer effective June 17, 2024. Dr. Cacace had a 2024 annualized base salary of $431,826 until she was named as our Chief Scientific Officer effective June 17, 2024 at which time her base salary was increased by approximately 12.3% to $485,000, due to her change in role and significant increase in duties and responsibilities, and such salary was retroactive to May 17, 2024.

(6) Dr. Taylor served as our Chief Scientific Officer until June 17, 2024, at which time he was appointed as our President of R&D. Dr. Taylor had a 2024 annualized base salary of $466,856 until he was named President of R&D, effective June 17, 2024 at which time his base salary was decreased by approximately 48.5% to $250,000.

Annual Cash Bonuses

Our annual cash incentive program promotes and rewards our executive officers for the achievement of key business and strategic goals. Under this program, cash incentive awards are determined by multiplying each executive officer’s annualized base salary by a target annual bonus percentage and a corporate performance achievement factor established by our board of directors and compensation committee based on our performance as measured against our pre-established corporate goals. For the year ended December 31, 2024, the target annual bonus, as a percentage of base salary was 60% for Dr. Houston and 45% for each of Dr. Berkowitz, Mr. Cassidy, Mr. Saik and Dr. Taylor. Dr. Berkowitz’s and Mr. Saik’s total bonus amount was prorated based on their respective date of hire. Dr. Teel had an individual bonus target of 40% of his base salary until he was appointed as our Chief Business Officer, effective April 21, 2024, at which time his individual bonus target was increased to 45% of his base salary, and his total 2024 bonus amount was prorated accordingly. Dr. Cacace had an individual bonus target of 40% of her base salary until she was appointed as our Chief Scientific Officer, effective June 17, 2024, at which time her individual bonus target was increased to 45% of her base salary. As such, her 2024 bonus amount has been prorated accordingly.

Our board of directors and compensation committee, as applicable, set these targets at the beginning of the year, upon hire, or upon promotion, as applicable, and determined that annual cash bonus opportunities were competitive with the market based primarily on data provided by Aon.

During and following the last quarter of each year, our senior management team evaluates our company performance. Based on this evaluation, our Chief Executive Officer recommends to our compensation committee any cash awards for executives (other than himself) under our annual cash incentive program. Our compensation committee then carefully reviews overall corporate performance, as well as the Chief Executive Officer’s compensation. Our board of directors, upon the recommendation of our compensation committee, then further reviews our Chief Executive Officer’s compensation and evaluates our Chief Executive Officer’s contributions to our corporate performance. Our board of directors and compensation committee, as applicable, have the discretion to adjust the size of individual awards upward or downward based on company performance.

At the beginning of 2024, the compensation committee and the board of directors established the corporate goals listed in the table below for the calendar year 2024, each overall goal having a designated weighting and relating to key development, strategic and business goals for the company. Our Chief Executive Officer and certain other members of senior management report to the compensation committee and the board of directors on our overall performance against these goals on a regular basis throughout the year. In addition, our compensation committee met with our Chief Executive Officer and certain other members of senior management as part of its annual compensation review and discussed our corporate performance in 2024 and a proposed corporate goal achievement score based on the company’s actual performance as calculated against the previously-established corporate goals. The Chief Executive Officer then proposed recommendations for cash incentive awards for each of our executive officers other than the Chief Executive Officer. Our board of directors then further evaluated the cash incentive award for our Chief Executive Officer. Because our overall corporate goals allow for some amount of subjective and qualitative assessment, the compensation committee and the board of directors engaged in a number of

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discussions, including with certain members of senior management, as to the appropriate scoring of the company’s performance against the previously-established corporate goals.

The following table sets forth our 2024 corporate goals and the level of achievement against those goals as determined by the compensation committee and the board of directors.


2024 Goals	Allocation (%)	Actual Level of Achievement (%)	Calculated Weighting (Rounded %)
Advance Vepdegestrant	40
•Advance VERITAC-2, our Phase 3 clinical trial with vepdegestrant, toward potential initial new drug application submission	25	120	30.0
•Expand the vepdegestrant program in first line and second line	10	125	12.5
•Initiate potential U.S. commercial readiness preparation	5	125	6.3
Advance ARV-766	20
•Advance ARV-766, whether through out-licensing or generating data to enhance program value	20	125	25.0
Deliver on the Pipeline	25
•Goal related to ARV-393 (BCL6) Phase 1 clinical trial	5	0	0.0
•Goal related to ARV-102 (LRRK2) Single Ascending Dose, or SAD, portion of the Phase 1 clinical trial	5	175	8.8
•Advance KRAS G12D towards Investigational New Drug, or IND, Application	5	100	5.0
•Achieve clinical candidate nomination target	5	150	7.5
•Achieve lead optimization target	5	100	5.0
Achieve Corporate Objectives	15
•Extend cash runway through capital raise or equivalent cost savings	15	50	7.5

As part of its evaluation of our corporate performance, our compensation committee and our board of directors noted various performance outcomes, including the 2024 achievement outcomes noted below, which included certain upside considerations supporting actual level of achievement over 100%, during 2024.

Based on our overall performance during 2024 against these goals, our compensation committee and our board of directors determined that our overall corporate goals had been achieved at a level of 107.5%. However, as part of our overall commitment to our employees, we funded a special bonus pool of 3.5% from the overall bonus pool of 107.5%. As such, the bonuses awarded to all employees, including our named executive officers, for 2024 are based on a corporate goal achievement level of 104.0% and a portion of our employee population that contributed significantly to the company in 2024 received additional bonus amounts. For the avoidance of doubt, for purposes of calculating annual bonuses for our named executive officers, bonuses were based on achievement of corporate goals at a level of 104.0%.

2024 Achievement Outcomes:

•Advance Vepdegestrant

◦Enrollment at 100% of original target for the Phase 3 VERITAC-2 clinical trial was completed in the third quarter of 2024, with final enrollment complete in the fourth quarter of 2024.

◦Expanded vepdegestrant program, including completing enrollment of the study lead-in for the VERITAC-3 Phase 3 clinical trial of vepdegestrant in combination with palbociclib as a first-line treatment in patients with estrogen receptor, or ER+/HER2- locally advanced or metastatic breast cancer in the second quarter of 2024.

◦Exceeded goal related to initiation of potential U.S. commercial readiness preparation.

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•Advance ARV-766

◦In April 2024, we entered into a transaction, or the Transaction, including both a license agreement, or the License Agreement and an asset purchase agreement, or the Asset Agreement, with Novartis Pharma AG, or Novartis. The Transaction closed in May 2024. Pursuant to the License Agreement, we granted to Novartis an exclusive worldwide license for the development, manufacture and commercialization of ARV-766. Pursuant to the Asset Agreement, the Company sold to Novartis all of its rights, title and interest in the Company’s PROTAC protein degrader targeting AR-V7.

•Deliver on the Pipeline

◦In the first quarter of 2024, we announced that the FDA cleared our IND for ARV-393 and in the second quarter of 2024 announced that we had initiated a first-in-human Phase 1 clinical trial in the second quarter of 2024. However, our goal had not yet been completed by year end.

◦We initiated the first-in-human SAD cohort of the Phase 1 clinical trial for ARV-102 in healthy volunteers in the first quarter of 2024, and we completed enrollment in the SAD portion of the Phase 1 clinical trial of ARV-102 in healthy volunteers at the Centre for Human Drug Research in Leiden, the Netherlands in the third quarter of 2024.

◦In the second quarter of 2024, we received health authority approval to initiate the multiple ascending dose, or MAD, portion of the ongoing Phase 1 clinical trial of ARV-102 in healthy volunteers, and we initiated the MAD portion of this clinical trial in the third quarter of 2024.

◦In the fourth quarter of 2024, we initiated dosing of the first patients with Parkinson’s disease in the SAD portion of the Phase 1 clinical trial of ARV-102.

◦We advanced IND-enabling activities for our KRAS G12D degrader.

◦We exceeded our clinical candidate nomination goal and achieved our lead optimization goal.

•Achieve Corporate Objectives

◦Under the terms of and as consideration for entering into the Transaction, Novartis paid to us one-time, upfront payment in the aggregate amount of $150.0 million. Under the License Agreement, we are also eligible to receive up to an additional $1.01 billion as contingent payments based on specified development, regulatory, and commercial milestones for ARV-766 being met, as well as tiered royalties based upon worldwide net sales of ARV-766, subject to reduction under certain circumstances as provided in the License Agreement.

◦In addition to the Transaction, we achieved additional cost savings through headcount changes, operational savings, and contract negotiations.

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The following table presents the annual cash bonuses for each of our named executive officers for 2024, as approved by our board of directors and compensation committee, as applicable, which were based on the 104.0% achievement of our previously-established corporate goals, as described above.


Name	2024 Annualized Salary ($)	2024 Target Bonus (% of base salary)	2024 Target Bonus ($)	Ratio (%)	2024 Actual Bonus ($)
John Houston, Ph.D.	684,005	60	410,403	104.0	426,819
Andrew Saik	525,000	45	236,250	54.0	127,600	(1)
Randy Teel, Ph.D.	485,000	45	218,250	101.9	222,300	(2)
Sean Cassidy	479,042	45	215,569	—	—	(3)
Noah Berkowitz, M.D., Ph.D.	535,000	45	240,750	82.0	197,500	(4)
Angela Cacace, Ph.D.	485,000	45	218,250	99.7	217,600	(5)
Ian Taylor, Ph.D.	250,000	45	112,500	153.1	172,200	(6)

(1) Mr. Saik was appointed as Chief Financial Officer, Treasurer and principal financial officer effective June 24, 2024. His 2024 bonus amount has been prorated accordingly.

(2) Dr. Teel had a 2024 annualized base salary of $452,494 and an individual bonus target of 40% of his base salary until he was appointed as our Chief Business Officer effective April 21, 2024, at which time his base salary was was increased by 7.2% to $485,000 and his individual bonus target was increased to 45% of his base salary. Dr. Teel’s 2024 bonus amount has been prorated accordingly. Dr. Teel served as our interim Chief Financial Officer, Treasurer and principal financial officer, from February 29, 2024 to June 24, 2024 and his individual bonus target did not change in connection with this interim role.

(3) Mr. Cassidy served as our Chief Financial Officer, Treasurer and principal financial officer until February 29, 2024. Mr. Cassidy did not receive any annual bonus as he was not employed by the company on the payment date.

(4) Dr. Berkowitz was appointed as our Chief Medical Officer effective March 18, 2024. Dr. Berkowitz’s total bonus amount has been prorated accordingly.

(5) Dr. Cacace was appointed Chief Scientific Officer effective June 17, 2024. Dr. Cacace had a 2024 annualized base salary of $431,826 and an individual bonus target of 40% of her base salary until she was named as our Chief Scientific Officer effective June 17, 2024, at which time her base salary was increased by 12.3% to $485,000 and her individual bonus target was increased to 45% of her base salary, retroactive to May 17, 2024. Dr. Cacace’s 2024 bonus amount has been prorated accordingly.

(6) Dr. Taylor served as our Chief Scientific Officer until June 17, 2024 at which time he was appointed as our President of Research and Development. His bonus percentage did not change as a result of his appointment as our President of R&D, but his base salary was decreased from $466,856 to $250,000 to reflect his position and his bonus has been calculated accordingly.

Long-term Incentives

Our equity awards program is designed to:

•reward demonstrated leadership and performance;

•align our executive officers’ interests with those of our stockholders;

•retain our executive officers at least through the term of the awards;

•maintain competitive levels of executive compensation; and

•motivate our executive officers for outstanding future performance.

The market for qualified and talented executives in the biopharmaceutical industry is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer.

Historically, our equity awards have generally taken the form of Options. In February 2023, our compensation committee determined that, in 2023, our annual equity incentive awards granted to our named executive officers would be in the form of Options and time-based RSUs, with two thirds of such award in the form of Options and one third in the form of time-based RSUs. In February 2024, our compensation committee determined that, in 2024, our annual equity incentive awards granted

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to our named executive officers would again be in the form of Options and time-based RSUs, with one-half of such award in the form of Options and one-half in the form of time-based RSUs. During 2024, the compensation committee also approved promotional grants to Dr. Cacace and Dr. Teel, in recognition of their promotions described above involving significant role changes and increased responsibilities, and to align with long term incentives to individuals with similar roles at peer companies. During 2024, the board of directors also approved equity grants as an inducement to entering into employment with us to each of Dr. Berkowitz and Mr. Saik.

We typically make equity award grants to each of our executive officers upon commencement of employment, annually in conjunction with our review of executive compensation, in connection with a promotion, or as a special incentive.

All equity awards to our executive officers are approved by our compensation committee and, other than equity awards to new hires or promotions, are typically granted by our compensation committee in the first quarter of the year. The size of equity awards varies among our executive officers based on their positions and annual performance assessments. All Options granted to our executive officers have exercise prices equal to the fair market value of our common stock on the date of grant, so that the recipient will not realize any value from his or her Options unless our share price increases above the exercise price on the date of grant. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with stockholder value creation.

Equity grants to our executive officers have historically vested over four years, which we believe provides an incentive to our executives to add value over the long-term and to remain with our company. Prior to 2024, the Options we granted to our executives have a ten-year term and vest as to 25% of the shares on the first anniversary of their grant date and then in equal monthly installments thereafter until the fourth anniversary of such date, and RSU awards we granted to our executives vest as to 25% of the shares on the first anniversary of their grant and then in equal annual installments thereafter until the fourth anniversary of such date.

As we compete in a very competitive talent market and our competitors are typically larger and better capitalized than us, in 2024, to assist with retention going forward and drive toward achievement of near-term strategic milestones, including the Phase 3 data readout of VERITAC-2, and potential commercialization, our compensation committee and board of directors approved a one-time special vesting schedule for the 2024 annual equity grants and promotional equity grants, described above, applicable to both Options and RSUs, of two years, with 50% vesting on each of the first and second anniversaries of either date of grant or effective date of promotion. The compensation committee and board of directors believed that this one-time change to the vesting schedule for 2024 annual and promotional equity grants was appropriate at this time given the company’s stage of development and based on the Company’s goals and potential milestones in the coming years. In 2025, the compensation committee and board of directors reverted to a four-year vesting schedule for annual equity grants, applicable to both Options and RSUs.

Vesting of equity granted to employees ceases upon termination of employment and exercise rights typically cease three months following termination of employment, except in the case of death or disability, for grants made under our 2018 Plan. Prior to the exercise of an Option, or settlement of an RSU, the Option or RSU holder, as applicable, does not have any rights as a stockholder with respect to the shares subject to such Option or RSU, as applicable, including voting rights or the right to receive dividends or dividend equivalents.

The compensation committee may approve different award types in the future as part of the overall compensation strategy. Awards made in connection with a new, extended or expanded employment relationship may involve a different mix of equity awards and vesting periods, depending on the compensation committee’s assessment of the total compensation package being offered.

In connection with the annual review of each executive officer’s individual performance and consistent with our compensation philosophy, based on a long-term incentive value in line with our 30-day stock price and Black Scholes percentage, in February 2024, our compensation committee approved annual equity incentive awards for our named executive officers. The number of Options awarded and RSUs to each named executive officer was based on the 30-day average stock price of our common stock on the Nasdaq Global Select Market as of January 5, 2024, which was of $37.89, and Black Scholes percentage of 67.6% of face value. The exercise price for each of these Options was $47.00, which was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant.

The equity incentive awards granted to our named executive officers who were employed at the time of grant, as well as promotional and inducement awards, to named executive officers promoted or joining the company following the annual grants, are set forth in the table below. Sean Cassidy was not granted any equity in 2024 as he stepped down as our Chief

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Financial Officer, Treasurer and principal financial officer to pursue another professional opportunity effective February 29, 2024.

Annual Grants


Named Executive Officer	Stock Options (#)	RSUs (#)
John Houston, Ph.D. (1)	184,200	124,450
Randy Teel, Ph.D. (1)	34,161	23,093
Angela Cacace, Ph.D. (1)	23,425	15,835
Ian Taylor, Ph.D. (1)	58,100	39,250

Promotional and Inducement Grants


Named Executive Officer	Stock Options (#)	RSUs (#)
Andrew Saik (2)	94,418	61,409
Randy Teel, Ph.D. (3)	19,675	13,300
Noah Berkowitz, M.D., Ph.D. (4)	93,879	63,452
Angela Cacace, Ph.D. (5)	24,632	15,995

(1) Reflects annual equity grants made in February 2024.

(2) Reflects grants made on June 24, 2024 as an inducement material to entering into employment with us and in accordance with Nasdaq Listing Rule 5635(c)(4), and not pursuant to our 2018 Plan. The inducement Options vest over four years with 25% of the shares underlying the awards vesting on June 24, 2025, and the remainder of the shares vesting in equal monthly installments. The inducement RSUs vest over four years in equal annual installments. The exercise price for these inducement Options granted was $24.97 which was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant.

(3) Reflects grants made on May 21, 2024, in connection with Dr. Teel’s appointment as our Chief Business Officer, pursuant to our 2018 Plan. The Options and RSUs vest over two years with 50% of the shares underlying the awards vesting on April 21, 2025, and the remainder of the shares vesting on April 21, 2026. The exercise price for these Options granted was $34.65 which was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant.

(4) Reflects grants made on March 18, 2024 as an inducement material to entering into employment with us and in accordance with Nasdaq Listing Rule 5635(c)(4), and not pursuant to our 2018 Plan. The inducement Options vest over four years with 25% of the shares underlying the awards vested on March 18, 2025, and the remainder of the shares vesting in equal monthly installments. The inducement RSUs vest over four years in equal annual installments. The exercise price for these inducement Options granted was $42.60 which was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant.

(5) Reflects grants made on June 17, 2024, in connection with Dr. Cacace’s appointment as our Chief Scientific Officer, pursuant to our 2018 Plan. The Options and RSUs vest over two years with 50% of the shares underlying the awards vesting on June 17, 2025, and the remainder of the shares vesting on June 17, 2026. The exercise price for these Options granted was $24.94 which was equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant.

Other Benefits

Other compensation to our executives consists primarily of the broad-based benefits we provide to all full-time employees in the United States, including medical, dental and vision insurance, health spending accounts, short and long-term disability, accidental death and dismemberment, and life insurance, an employee stock purchase plan and a 401(k) plan. Pursuant to our 2018 employee stock purchase plan, or 2018 ESPP, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The 2018 ESPP is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the 2018 ESPP is to encourage our employees, including our named executive officers, to become our stockholders and better align their interests with those of our other stockholders. For information regarding our 2018 Plan and 2018 ESPP, see “Stock Incentive Plans.”

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We make discretionary matching contributions and other employer contributions on behalf of eligible employees under our 401(k) plan. For fiscal year 2024, we matched a portion of eligible employee contributions equal to 100% of the first 4% of eligible contributions pursuant to our 401(k) plan’s matching formula.

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of the executive’s duties, to make the executive more efficient and effective, and for recruitment and retention purposes. None of our named executive officers received perquisites or other personal benefits with an aggregate value of $10,000 or more in 2024. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our compensation committee.

Tax and Accounting Considerations

While our compensation committee generally considers the tax and accounting implications of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our named executive officers in 2024.

Compensation Practices and Risk

As part of its responsibilities, the compensation committee reviews the impact of our executive compensation program and the associated incentives to determine whether they present a significant risk to us. The compensation committee has concluded, based on its reviews and analysis of our compensation policies and procedures, that such policies and procedures are not reasonably likely to have a material adverse effect on us. In making this determination, our compensation committee considered the following:

•our use of different types of compensation vehicles provides a balance of long-term and short-term incentives with fixed and variable components;

•our grant of equity-based awards with time-based vesting, which encourage our named executive officers to look to long-term appreciation in equity values;

•our annual bonus determinations for each employee are dependent on the achievement of company goals, which we believe promote long-term value;

•our compensation committee’s ability to exercise discretion in determining cash bonus payouts and long-term incentive awards for executive officers other than the Chief Executive Officer;

•our system of internal control over financial reporting and Code of Conduct, among other things, reduce the likelihood of manipulation of our financial performance to enhance payments under any of our incentive plans; and

•our prohibition on hedging or pledging of company stock.

Overview of Our Other Policies and Practices

Highlighted policies and practices that we use to ensure effective governance of compensation plans and decisions include:

•our compensation committee has the authority to hire independent counsel and other advisors;

•our compensation committee conducts a regular review and assessment of risk as it relates to our compensation policies and practices;

•as part of our Insider Trading Policy, our executive officers are prohibited from engaging in any hedging transactions of our common stock, including using prepaid variable forward contracts, equity swaps, collars, and exchange funds, or from pledging our common stock;

•we have no perquisites other than broad-based health, relocation, 401(k) plan and insurance-related benefits that we make available to all of our employees;

•our 2018 Plan prohibits option repricing (absent stockholder approval) and option backdating;

•our employment agreements do not provide for tax gross-ups;

•all of our non-employee directors are independent, including all members of our compensation committee; and

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•if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the applicable securities laws as a result of misconduct, our executive officers may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002 pursuant to the terms of our Compensation Recovery Policy described below.

Compensation Recovery Policy

We have adopted a Dodd-Frank Compensation Recovery Policy, or Clawback Policy, in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards, which is applicable to all of our current or former executive officers, or the Covered Persons. The Clawback Policy is administered and interpreted by our compensation committee. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is our policy to attempt to recover reasonably promptly the amount of erroneously awarded incentive-based compensation received by Covered Persons. The recovery of such compensation applies regardless of whether an executive engaged in misconduct or otherwise caused or contributed to the requirement for the accounting restatement. This policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

Table of Contents

2024 Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers during the fiscal years ended December 31, 2024, 2023 and 2022 (unless otherwise specified).


Name and Principal Position	Year	Salary ($)	Stock Awards (1) ($)	Option Awards (1) ($)	Non-Equity Incentive Plan Compensation (2) ($)	All Other Compensation (3) ($)	Total ($)
John Houston, Ph.D.
President and Chief	2024	684,005	5,849,150	5,773,207	426,819	13,800	12,746,981
Executive Officer	2023	657,697	2,130,081	4,352,454	473,600	13,200	7,627,032
	2022	632,401	—	8,467,445	433,800	12,200	9,545,846

Andrew Saik
Chief Financial Officer and Treasurer (4)	2024	272,596	1,533,383	1,527,571	127,600	4,846	3,465,996

Randy Teel, Ph.D.

SEC Form DEF 14A filed by Arvinas Inc.