📰 What This Document Is ✉️

This filing is a Definitive Proxy Statement (DEF 14A). In simple terms, this document is a comprehensive "instruction manual" for the company’s annual meeting. It tells stockholders everything they need to know—from who is running the company to how they are paid—and asks them to vote on key decisions. 👉 The reader should expect to find governance details, compensation analyses, and the specific proposals that stockholders are voting on at the upcoming Annual Meeting.

📅 Annual Meeting Details 🗓️

This proxy notice alerts shareholders to the Annual Meeting of Stockholders, which is scheduled to take place on June 5, 2026. The meeting will be held virtually at 7:30 a.m. PDT. Attendance is convenient via the internet at www.virtualshareholdermeeting.com/ARQT2026, requiring a 16-digit control number printed on the accompanying Proxy Card.

👉 Note that while the meeting is scheduled for June 5, 2026, stockholders are not required to attend to cast their vote; they can submit their ballot via proxy by mail, phone, or internet.

🗳️ The Three Key Votes ⚖️

The meeting requires stockholders to vote on four main items, but the three most crucial proposals requiring a vote are covered in the Proxy Statement. Understanding these proposals is key because they directly determine the Board’s leadership and the company's financial oversight.

• Proposal No. 1: Election of Directors. Stockholders vote to elect three Class III directors, who will serve until the 2029 annual meeting.
• Proposal No. 2: Auditor Ratification. Stockholders vote to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• Proposal No. 3: NEO Compensation. Stockholders vote (on a non-binding advisory basis) on the compensation of the company's named executive officers.

👉 The Board strongly recommends voting "FOR" all three proposals.

🏦 Corporate Governance Structure 🏛️

Corporate governance refers to the rules and processes by which a company is managed. This section outlines the high-level oversight structure, ensuring that the company is run with accountability and independent judgment.

The Board is structured with three standing committees:

• Audit Committee: Overlooks accounting and financial reporting, including selecting the independent public accounting firm and reviewing related-person transactions. Its current members are Sue-Jean Lin (Chair), Neha Krishnamohan, and Halley Gilbert.
• Compensation Committee: Oversees policies related to executive and employee compensation, including approving and reviewing compensation plans. Its current members are Patrick Heron, Keith Leonard, and Amit Munshi (Chair).
• Nominating and Corporate Governance Committee: Manages board composition, identifies director candidates, and oversees ESG principles. Its current members are Terrie Curran (Chair), Sue-Jean Lin, and Howard Welgus, M.D.

👉 The Board has determined that it is in the Company's best interest to maintain a separate Chair of the Board and Chief Executive Officer, which they believe enhances independent oversight of management.

🧑‍💼 Executive Compensation and Awards 💰

This deep dive analyzes the pay structure for the named executive officers (NEOs) for fiscal 2025. Compensation is designed to align the officers’ financial success with the company's long-term goals.

The NEOs for the year ended 2025 include: Todd Franklin Watanabe (CEO), Latha Vairavan (CFO), Patrick Burnett (EVP, CMO), L. Todd Edwards (EVP, CCO), Masaru Matsuda (EVP, CLO), and David Topper (Former CFO).

• Grant Date Fair Values: The total grant date fair value for 2025 equity awards was significant. For example, the award for Latha Vairavan (upon promotion to CFO on 5/6/2025) included 60,000 stock options with an exercise price of $14.32, totaling a grant date fair value of $608,623.
• Annual Bonuses: The table provides the estimated cash-based annual incentive bonuses for 2025. For instance, Todd Franklin Watanabe was allotted $695,500 in performance awards.
• Management Commentary: The Compensation Committee reviewed the independence of external consultants. They concluded that the engagement of Pay Governance LLC does not raise any conflicts of interest or similar concerns.

👉 This detailed review shows how compensation is based on a mix of cash bonuses, equity awards (RSUs and stock options), and achievement of corporate goals.

👤 Share Ownership Snapshot 📊

This section reports on who owns the company's stock and how concentrated the ownership is. High ownership by large investors or insiders can signal confidence or institutional interest.

The total number of common shares issued and outstanding as of the Record Date (April 8, 2026) was 125,073,249 shares.

Key institutional and individual holdings include:

• Suvretta Capital Management, LLC: Holds 9,534,837 shares, representing 7.6% of the total shares.
• BlackRock, Inc.: Holds 9,029,624 shares, representing 7.2%.
• Frazier Life Sciences VIII, L.P.: Holds 8,785,284 shares, representing 7.0%.
• Group Total: All executive officers and directors combined hold 11,764,645 shares, equating to 9.4% ownership.

👉 The high percentage of shares held by institutional investors (like BlackRock and Suvretta) indicates that the company is closely monitored by major financial players.

🛡️ Corporate Policies and Risk Oversight 🚧

This section addresses the rules governing the company’s actions, including internal safeguards against misconduct and risk. It reassures investors that the Board takes governance seriously.

• Related Party Transactions: The Board has adopted a written policy governing transactions where the amount involved exceeds $120,000 and a related person (like an officer or director) has a material interest. The Audit Committee must review and approve these deals to ensure they are on terms comparable to an arm’s length transaction.
• Risk Management: The Board does not have a standing risk management committee but instead handles this function directly through its members and standing committees. They conduct an annual enterprise-wide risk assessment that includes interviews with senior leadership.
• Pledging & Hedging: The company maintains an Insider Trading Compliance Policy that strictly prohibits employees, officers, and directors from hedging or similar monetization transactions, including using securities as collateral for loans, unless specifically approved.

💖 Culture, Access, and ESG Principles 🌍

Arcutis emphasizes that its success is built on more than just financials. These policies reflect a commitment to stakeholders, patients, and the environment.

• Patient Access: The company's patient assistance program, Arcutis Cares™, provides Zoryve® (roflumilast) cream and foam at no cost to eligible uninsured or underinsured patients with plaque psoriasis, seborrheic dermatitis, or atopic dermatitis.
• Employee Development: The company uses a structured program called ProfDev@Arcutis, focused on three core areas:
  • Grow: Through Individual Development Plans.
  • Connect: Through workshops like Insights® Discovery.
  • Lead: Through structured programs for emerging, first-line, and senior leaders.
• Environmental Focus: The company has started assessing its greenhouse gas emissions footprint to develop a methodology for collection and reporting, signaling a move toward measuring its carbon impact.

🧭 Operational Leadership Changes 💼

The filing highlights specific changes in leadership that are material for investors to note.

In connection with Mr. Bhaskar Chaudhuri’s resignation from the Board, the Company entered into a transition and consulting agreement. Under this agreement:

• Mr. Chaudhuri will serve as a consultant, providing services through June 30, 2027.
• His rate of compensation will be $1,000 per hour.
• The Board approved the terms of this transition, which includes supporting product development in topical dermatology.

☎️ Key Logistics and Voting Instructions 📞

This final section acts as a guide for stockholders, detailing the administrative process for voting and staying updated.

• Record Date: Only stockholders who owned common stock at the close of business on April 8, 2026, can vote.
• Voting Procedure: Stockholders can vote in three ways: at the virtual Annual Meeting, by mailing the Proxy Card, or via the Internet.
• Quorum Requirement: To hold a valid meeting, a quorum requires the representation (in person or by proxy) of 62,536,625 shares.
• Future Proposals: Stockholders intending to submit proposals for the 2027 Annual Meeting must submit their notice by December 22, 2026.

🧠 The Analogy

Voting on a Proxy Statement is like attending a mandatory "Tune-Up Day" for a car. The car (the company) is generally running well, but before it can go on its next long road trip (the next fiscal year), the owners (shareholders) must vote on key parts. They vote on the mechanics (the Board and Auditors), ensure the core engine components (the CEOs) are operating smoothly, and confirm the rules of the road (the policies). The entire document ensures all stakeholders are informed so that the vehicle remains legally and operationally sound for the journey ahead.

🧩 Final Takeaway

The Annual Meeting is dominated by governance votes, confirming who leads the company and how its finances are audited. While the company emphasizes its commitment to patient access and a strong corporate culture, the underlying focus remains on maintaining solid compliance and board stability through its committees and leadership transitions.