{"url_path":"/sec/tak/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1395064/0001395064-26-000177-index.html","accession_number":"0001395064-26-000177","cik":"0001395064","ticker":"TAK","issuer_name":"TAKEDA PHARMACEUTICAL CO LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1395064/0001395064-26-000177-index.html","primary_entity_key":"0001395064","primary_entity_name":"TAKEDA PHARMACEUTICAL CO LTD"},"word_count":12338,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nA. Directors and Senior Management\n\nDirectors\n\nThe following table provides information about Directors of the Company as of the date of this annual report.\n\nName\n(Date of birth)\nResponsibilities and\nstatus within Takeda \n\nBusiness experience \n\nEnd of term\n\nChristophe Weber\n\n(November 14, 1966)\nRepresentative Director, President and Chief Executive Officer\n(“CEO”)Christophe Weber is President and CEO of Takeda. He joined Takeda in April 2014 as Chief Operating Officer and Corporate Officer, was named President and Representative Director in June 2014 and was subsequently appointed Chief Executive Officer in April 2015. Since September 2020, Mr. Weber has also served as Head of Global Business of Takeda Pharmaceuticals U.S.A., Inc. Mr. Weber currently also serves as External Director of Boston Scientific Inc. Prior to joining Takeda, Mr. Weber held positions of increasing responsibility at GlaxoSmithKline, including President and General Manager at GlaxoSmithKline Vaccines, Chief Executive Officer of GlaxoSmithKline Biologicals SA in Belgium, and member of the GlaxoSmithKline global Corporate Executive Team. From 2008 to 2010, Mr. Weber served as Asia Pacific SVP and Regional Director at GlaxoSmithKline Asia Pacific in Singapore.\n*1\n\nMilano Furuta\n(February 26, 1978)\nDirector and Chief Financial Officer (“CFO”)Milano Furuta has been Takeda’s Chief Financial Officer since April 2024. He was appointed as a Director in June 2024. Mr. Furuta joined Takeda in 2010 and has worked on various projects in corporate strategy, corporate development, and post-merger integration in Japan and Switzerland. He managed the Diabetes Business Unit in Mexico and served as General Manager in Sweden. He went on to serve as Corporate Strategy Officer and Chief of Staff in Japan for two years and President, Japan Pharma Business Unit for three years before his appointment to CFO. Prior to joining Takeda, Mr. Furuta worked as an equity research analyst at Taiyo Pacific Partners L.P. in the United States. He began his career in banking and private equity investment at The Industrial Bank of Japan, Limited (currently Mizuho Financial Group, Inc.) in Japan, where he was involved with several types of financial transactions, including leveraged buyouts and debt restructuring.\n*1\n\nAndrew S. Plump, M.D., Ph.D.\n\n(October 13, 1965)\nDirector and President, Research and DevelopmentAndrew S. Plump, M.D., Ph.D., is the President of Research and Development at Takeda. Dr. Plump joined Takeda as Chief Medical and Scientific Officer (“CMSO”) in 2015. In his position, he leads our global research and development organization, where he provides strategic direction and oversight. Prior to joining Takeda, Dr. Plump served as Senior Vice President, Research and Translational Medicine, Deputy to the President of research and development at Sanofi, where he was responsible for global research and translational medicine across all therapeutic areas. Dr. Plump also spent more than 10 years at Merck in a Clinical Pharmacology group, working on programs in neurodegeneration, immunology, metabolism and infectious diseases.\n*1\n\n95\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)\nResponsibilities and\nstatus within Takeda \n\nBusiness experience \n\nEnd of term\n\nMasami Iijima\n(September 23, 1950)\nExternal Director and Chair of the Board of DirectorsMasami Iijima served as External Director who is a member of the Audit and Supervisory Committee of Takeda from June 2021 to June 2022, and was appointed External Director of Takeda and Chair of the Board of Directors in June 2022. Mr. Iijima currently also serves as Executive Advisor of Mitsui & Co., Ltd., External Director of SoftBank Group Corp., Counsellor at Bank of Japan and External Director of Kajima Corporation. Mr. Iijima started his career at Mitsui & Co., Ltd. in April 1974. At Mitsui & Co., Ltd., he served in several senior leadership positions including Chairman of the Board of Directors and Representative Director, President and Chief Executive Officer.\n*1\n\nIan Clark\n\n(August 27, 1960)\nExternal DirectorIan Clark has been an External Director with Takeda since January 2019. Prior to his appointment, Mr. Clark was an External Director of Shire plc. He also currently holds External Directorships at Corvus Pharmaceuticals, Inc., Guardant Health, Inc., Olema Pharmaceuticals, Inc., Kyverna Therapeutics, Inc. and BioMarin Pharmaceutical Inc. Mr. Clark served as CEO and Director of Genentech Inc. (part of the Roche Group) and Head of North American Commercial Operations for Roche until 2016. From 2003 to 2010 he held the positions of Head of Global Product Strategy and Chief Marketing Officer, Executive Vice President—Commercial Operations and Senior Vice President and General Manager—BioOncology at Genentech.\n*1\n\nSteven Gillis, Ph.D.\n\n(April 25, 1953)\nExternal DirectorSteven Gillis has been an External Director with Takeda since January 2019. Prior to his appointment, he was an External Director of Shire plc. He also currently holds the positions of Managing Director at ARCH Venture Partners and serves as a director of private biotechnology companies, including eGenesis, Walden Biosciences, HiberCell, Lifordi Immunotherapeutics and Sonothera. Dr. Gillis previously served as External Director and Chairman at Codiak BioSciences, Inc. and VBI Vaccines, Inc. He was a founder and Director of Corixa Corporation, acquired by GlaxoSmithKline in 2005, and before that a founder and Director of Immunex Corporation.\n*1\n\nEmiko Higashi\n(November 6, 1958)\nExternal Director Emiko Higashi served as External Director who is not a member of the Audit and Supervisory Committee of Takeda from June 2016 to June 2019, and as External Director who is a member of the Audit and Supervisory Committee of Takeda from June 2019 to June 2024. She was appointed as an External Director who is not a member of the Audit and Supervisory Committee of Takeda in June 2024. She currently also serves as Managing Director of Tomon Partners, LLC, External Director of KLA Corporation, External Director of Rambus Inc., and External Director of Rapidus Corporation. Ms. Higashi previously served as External Director of MetLife Insurance K.K., External Director of InvenSense Inc., External Director of Sanken Electric Co., Ltd., External Director of One Equity Partners Open Water I Corporation, CEO of Gilo Ventures, LLC, Managing Director of Investment Banking, Merrill Lynch & Co. and Director of Wasserstein Perella & Co., Inc.\n*1\n\nJohn Maraganore, Ph.D.\n(October 11, 1962)External DirectorJohn Maraganore was appointed External Director of Takeda in June 2022. He is the Principal and CEO of JMM Innovations, LLC., and the Co-CEO of privately held Corsera Health, Inc. He currently also holds External Directorships at Beam Therapeutics, Inc., and Kymera Therapeutics, Inc. and Rapport Therapeutics, Inc. He previously served as Director and CEO of Alnylam Pharmaceuticals, Inc., Senior Vice President and Strategic Product Development at Millennium Pharmaceuticals, Inc., External Director at ProKidney Corporation and Chairperson of Biotechnology Innovation Organization.\n*1\n\n96\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)\nResponsibilities and\nstatus within Takeda \n\nBusiness experience \n\nEnd of term\n\nMichel Orsinger\n\n(September 15, 1957)\nExternal DirectorMichel Orsinger has served as External Director who is not a member of the Audit and Supervisory Committee of Takeda from June 2016 to June 2019, and as External Director who is a member of the Audit and Supervisory Committee of Takeda from June 2019 to June 2022. He was appointed External Director who is not a member of the Audit and Supervisory Committee of Takeda in June 2022. He previously served as a Member of Global Management Team of Johnson & Johnson, Worldwide Chairman, Global Orthopedics Group of DePuy Synthes Companies of Johnson & Johnson and President and Chief Executive Officer and Chief Operating Officer of Synthes, Inc. (currently Johnson & Johnson). He has also held several leadership positions at Novartis AG, including Chief Executive Officer and President of OTC Division Worldwide, Consumer Health; President of Global Medical Nutrition, Consumer Health; and Regional President of Europe, Middle East and Africa, Consumer Health.\n*1\n\nMiki Tsusaka\n(April 24, 1963)External DirectorMiki Tsusaka was appointed External Director of Takeda in June 2023. She currently also serves as President of Microsoft Japan Co., Ltd. Prior to joining Microsoft Japan, she was a Senior Partner and Managing Director at Boston Consulting Group (BCG). She established strategic consulting groups specializing in marketing, sales and pricing strategy development and led the expansion of BCG's service areas. As for BCG’s operation, she was a member of the Executive Committee for two three-year terms and served as Chief Marketing Officer (CMO) as well.\n*1\n\nKoji Hatsukawa\n(September 25, 1951)External Director (Head of Audit and Supervisory Committee)Koji Hatsukawa has served as External Director and member of the Audit and Supervisory Committee of Takeda since June 2016. He was appointed Head of Audit and Supervisory Committee in June 2019. He currently also serves as External Audit and Supervisory Board Member of Fujitsu Limited. Mr. Hatsukawa started his career at Price Waterhouse accounting office in March 1974. Mr. Hatsukawa has previously served as CEO of PricewaterhouseCoopers Arata and has held leadership positions at ChuoAoyama PricewaterhouseCoopers and Aoyama Audit Corporation. In addition, he has also served as External Audit and Supervisory Board Member of Accordia Golf co., Ltd. as well as Audit and Supervisory Board Member of The Norinchukin Bank.\n*2\n\nJean-Luc Butel\n(November 8, 1956)\nExternal Director (Audit and Supervisory Committee Member)Jean-Luc Butel served as External Director and member of the Audit and Supervisory Committee of Takeda from June 2016 to June 2019, and as External Director who is not a member of the Audit and Supervisory Committee of Takeda from June 2019 to June 2024. He was appointed External Director who is a member of the Audit and Supervisory Committee of Takeda in June 2024. He currently also serves as Global Healthcare Advisor, President of K8 Global Pte. Ltd., and External Director of Rani Therapeutics. Mr. Butel previously served as External Director of Novo Holdings A/S, President, International, Corporate Vice President and Operating Committee Member of Baxter International Inc. and has held leadership positions at Medtronic, Inc., Johnson & Johnson, Becton, Dickinson and Company and Nippon Becton Dickinson Company, Ltd.\n*2\n\n97\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)\nResponsibilities and\nstatus within Takeda \n\nBusiness experience \n\nEnd of term\n\nYoshiaki Fujimori\n(July 3, 1951)External Director (Audit and Supervisory Committee Member)Yoshiaki Fujimori served as External Director who is not a member of the Audit and Supervisory Committee of Takeda from June 2016 to June 2022 and was appointed External Director who is a member of the Audit and Supervisory Committee of Takeda in June 2022. Mr. Fujimori currently also serves as Senior Executive Advisor of CVC Asia Pacific (Japan) Kabushiki Kaisha, External Director of Boston Scientific Corporation, External Director and Chairman of Oracle Corporation Japan, and External Director of Riraku K.K. He previously served as External Director of Tokyo Electric Power Company, Incorporated (currently Tokyo Electric Power Company Holdings, Incorporated), External Director of Toshiba Corporation, External Director of Shiseido Company, Limited and in a number of senior leadership positions within the LIXIL Group, including Representative Director, Chairman and CEO of LIXIL Corporation. Mr. Fujimori has also served in a number of senior positions in the General Electric Group, including Chairman of GE Japan Corporation and Chairman, President and CEO of General Electric Japan Ltd.\n*2\n\nKimberly A. Reed\n(March 11, 1971)External Director (Audit and Supervisory Committee Member)Kimberly A. Reed was appointed External Director who is a member of the Audit and Supervisory Committee of Takeda in June 2022. She currently also serves as Distinguished Fellow of Council on Competitiveness, External Director of Momentus, Inc. and External Director of Hannon Armstrong Sustainable Infrastructure Capital, Inc. Ms. Reed previously served as Counsel for United States House of Representatives, Senior Advisor to United States Secretaries of the Treasury, Director and Chief Executive Officer of Community Development Financial Institutions Fund, Vice President, Financial Markets Policy Relations of Lehman Brothers, President of International Food Information Council Foundation, and Chairman of the Board of Directors, President, and Chief Executive Officer of Export-Import Bank of the United States.\n*2\n\n*1The term of office for Directors who are not members of the Audit and Supervisory Committee is from the end of the annual general meeting of shareholders for the fiscal year ended March 31, 2025 through the end of the annual general meeting of shareholders for the fiscal year ended March 31, 2026.\n\n*2The term of office for Directors who are also Audit and Supervisory Committee members is two years. The term of office for these Directors who are also Audit and Supervisory Committee members is from the end of the annual general meeting of shareholders for the fiscal year ended March 31, 2024 through the end of the annual general meeting of shareholders for the fiscal year ended March 31, 2026.\n\nOn March 26, 2026, Takeda announced its proposed candidates for internal and independent external directors to be elected at its 150th Annual General Meeting of Shareholders, to be held on June 24, 2026. Current external directors Jean-Luc Butel, Ian Clark, Yoshiaki Fujimori, Koji Hatsukawa, Emiko Higashi and Michel Orsinger will retire from the board at the close of such meeting and have not been re-nominated for election. Takeda is proposing three new external director candidates, Bruce Broussard, Koichiro Kimura and Paul Stoffels. Brief summaries of the business experience of the three new candidates are shown below. In addition, as previously announced in January 2025, current Representative Director, President & CEO Christophe Weber will retire from Takeda and the Board of Directors and CEO-elect Julie Kim is proposed as a candidate for the board. If Ms. Kim is elected, the board intends to appoint her as Representative Director, President & CEO immediately following the shareholder meeting.\n\nMs. Kim’s biographical information is presented below under “—Takeda Executive Team.”\n\n98\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)\nExpected Responsibilities and\nstatus within Takeda \n\nBusiness experience \n\nEnd of term\n\nPaul Stoffels, M.D.\n(March 8, 1962)\nExternal Director (Substitute Audit and Supervisory Committee Member)Paul Stoffels is a candidate for an External Director and Substitute Audit and Supervisory Committee Member to be appointed in June 2026. He currently also serves as International Board Member at The Foundation for the National Institutes of Health, Vice Chairman of the Supervisory Board at Philips Healthcare NV and Executive Director at Stoffels IMC BV. Dr. Stoffels previously served as Chairman and Chief Executive Officer at Galapagos NV. He has also held several leadership positions at Johnson & Johnson, including Global Head of Research & Development of Pharmaceuticals, Worldwide Chairman of Pharmaceuticals, Chief Scientific Officer and Vice Chairman of the Executive Committee.*1\n\nBruce Broussard\n(June 19, 1962)\nExternal Director (Audit and Supervisory Committee Member)Bruce Broussard is a candidate for an External Director who is an Audit and Supervisory Committee Member to be appointed in June 2026. He currently also serves as Interim Chief Executive Officer at HP Inc. and External Director at March & McLennan Companies, Inc. Mr. Broussard previously served as Founder and Chief Executive Officer at Harbor Dental, President of Specialty Pharmacy Division at McKesson Corporation and President and Chief Executive Officer at Humana Inc. He has also held several leadership positions at US Oncology, Inc., including Chief Financial Officer, President, Chief Executive Officer and Chairman.*2\n\nKoichiro Kimura\n(May 4, 1963)\nExternal Director (Audit and Supervisory Committee Member)Koichiro Kimura is a candidate for an External Director who is an Audit and Supervisory Committee Member to be appointed in June 2026. He currently also serves as Representative at Koichiro Kimura Certified Public Accountant Office and External Director who is an Audit and Supervisory Committee Member at MUFG Bank, Ltd. External Audit and Supervisory Board Member of Fujitsu Limited. Mr. Kimura started his career as a Certified Public Accountant at Aoyama Audit Corporation in October 1986. He has previously served as Representative Executive Officer at PricewaterhouseCoopers Arata and has held leadership positions at PwC Japan, PwC Asia Pacific and PwC Global.*2\n\n*1The term of office for Directors who are not members of the Audit and Supervisory Committee will be from the end of the annual general meeting of shareholders for the fiscal year ended March 31, 2026 through the end of the annual general meeting of shareholders for the fiscal year ending March 31, 2027. However, in the event that the number of Directors who are Audit and Supervisory Committee Members falls below the statutory minimum, Dr. Paul Stoffels will resign as the Director who is not an Audit and Supervisory Committee Member and assume the position of a Director who is an Audit and Supervisory Committee Member.\n\n*2The term of office for Directors who are also Audit and Supervisory Committee members is two years. The term of office for these Directors who are also Audit and Supervisory Committee members will be from the end of the annual general meeting of shareholders for the fiscal year ended March 31, 2026 through the end of the annual general meeting of shareholders for the fiscal year ending March 31, 2028.\n\n99\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nTakeda Executive Team\n\nThe following table presents biographical information about the members of the Takeda Executive Team as of the date of this annual report. For more information about the Takeda Executive Team, see “—C. Board Practices—Takeda Executive Team.”\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nMarcello Agosti\n\n(June 2, 1971)\nInterim Head, Strategy and Portfolio DevelopmentMarcello Agosti is Interim Head of Strategy and Portfolio Development for Takeda Pharmaceutical Company Limited and is responsible for Takeda’s business development activities, including M&A and Corporate Development.\n\nMr. Agosti led the Shire acquisition and several other strategic acquisitions for Takeda, including ARIAD Pharmaceuticals, and TiGenix as well as asset acquisitions such as TAK-279 from Nimbus Therapeutics and fruquintinib from HUTCHMED. He also spearheaded a number of strategic divestments of non-core assets as part of Takeda’s commitment after the Shire acquisition. Mr. Agosti and his group continue to be active on inbound transactions in Takeda’s core therapy areas.\n\nPrior to joining Takeda, Mr. Agosti worked in business development at Novartis in the U.K. and Switzerland. Before joining the pharmaceutical industry, he was a consultant at McKinsey & Company.\n\nHe holds an MBA from the University of Oxford and a business administration degree from Bocconi University, Milan.\n\nAkiko Amakawa\n(November 24, 1972)CEO Chief of StaffAkiko Amakawa is CEO Chief of Staff for Takeda Pharmaceutical Company Limited.\n\nMs. Amakawa most recently served as corporate strategy officer & CEO chief of staff, overseeing Corporate Strategy, the CEO office, Board of Directors operations, and Corporate Governance. In this role, she worked closely with senior leadership and the Board to shape Takeda’s enterprise strategy and strategic priorities. Since joining Takeda in 2018, Ms. Amakawa has played a key role in advancing the company’s corporate development and external innovation strategy. She previously led Global Business Development across Gastrointestinal & Inflammation, Neuroscience, and Vaccines, where she was responsible for several high-impact transactions, including Takeda’s acquisition of Nimbus Therapeutics’ TYK2 program (TAK-279). She also helped establish strategic partnerships with Moderna and Novavax and supported the collaboration with the Government of Japan to secure COVID-19 vaccine supply during the pandemic.\n\nMs. Amakawa brings more than 20 years of experience in corporate development, M&A, business development, and corporate strategy across the pharmaceutical, life Sciences, technology and automotive sectors in Japan, the U.S. and China.\n\nMs. Amakawa holds an MBA from The Wharton School of the University of Pennsylvania and a bachelor’s degree in economics from the University of Tokyo.\n\n100\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nTeresa Bitetti\n\n(September 21, 1962)\nPresident, Global Oncology Business Unit\nTeresa Bitetti is President of Global Oncology Business Unit and a member of Takeda Executive Team of Takeda Pharmaceutical Company Limited, where she oversees a global portfolio of therapies targeting gastrointestinal, thoracic and hematological cancers. In this role, Ms. Bitetti leads all aspects of Takeda’s multi-billion-dollar oncology business, with major markets in the US, Europe and Japan.\n\nWith a proven track record in product development, launch excellence and successful commercialization, Ms. Bitetti is recognized for her ability to drive product growth in both emerging and mature markets. Her leadership has been instrumental in launching blockbuster medicines and in inspiring and mobilizing teams to deliver exceptional performance. Ms. Bitetti’s commercial expertise and experience in building and accelerating pipelines has consistently delivered value for patients.\n\nSince joining Takeda, she has led the launch of a medicine for patients with previously treated metastatic colorectal cancer and secured approvals for Takeda Oncology therapies in new indications in lymphoma, leukemia and lung cancer. Her strategic vision has strengthened Takeda’s oncology portfolio through the execution of impactful business development partnerships and close collaboration with R&D to translate scientific discoveries into meaningful therapies.\n\nBefore joining Takeda, Ms. Bitetti was Senior Vice President and Head of Worldwide Oncology Commercialization at Bristol Myers Squibb (BMS). At BMS, she was pivotal in launching the blockbuster lung cancer treatment Opdivo, accelerating the oncology pipeline and developing the long-term strategy for the immuno-oncology portfolio. Her experience at BMS also included leadership roles in infectious diseases and neuroscience, where she successfully launched the blockbuster medicine Abilify. While at BMS, she served as Senior Vice President and Head of U.S. Oncology, President and General Manager of BMS Canada and Worldwide Head of BMS Virology. Prior to BMS, Ms. Bitetti was part of the Capital Markets Group at Mobil Oil Corporation, overseeing the investment of Mobil's worldwide pension assets.\n\nIn addition to her role at Takeda, Ms. Bitetti serves on the Board of Directors for Aura Biosciences, a biotech developing precision therapies for solid tumors designed to preserve organ function. She is also on the Board of Trustees for Northwestern Mutual, a financial services company specializing in insurance and investment products.\n\nMs. Bitetti earned her MBA from the Darden School of Business at the University of Virginia and her BA from Wellesley College.\n\nLauren Duprey\n\n(May 13, 1984)\nChief Transformation OfficerLauren Duprey is Chief Transformation Officer of Takeda Pharmaceutical Company Limited with responsibility for connecting transformation across the Company, including AI initiatives. She previously served as Takeda’s Chief Human Resources (HR) Officer and Head of HR for the U.S. Business Unit. Since joining Takeda, Ms. Duprey has implemented a transformation of HR, including a new operating model, structure, capabilities and technology.\n\nPrior to joining Takeda, Ms. Duprey served as Head of HR, U.S. Organization & Worldwide Medical at Biogen where she developed and drove the talent and organization strategy and served as a trusted advisor for key business, talent and organizational decisions. She has held various HR roles at companies such as General Electric and began her career in management consulting at Clarion Healthcare focusing on biopharma commercialization.\n\nMs. Duprey holds a bachelor’s degree in biology from Harvard University and an MBA from Massachusetts Institute of Technology (MIT) Sloan School of Management.\n\n101\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nAwny Farajallah, M.D.\n(May 24, 1968)\nChief Medical OfficerAwny Farajallah, M.D. is Chief Medical Officer for Takeda Pharmaceutical Company Limited.\n\nDr. Farajallah joined Takeda in July 2021 as the Head of Global Medical Affairs Oncology. He is a strategic leader with over 25 years of combined experience in both academic and industry settings related to clinical research/development and medical affairs across multiple therapeutic areas.\n\nBefore joining Takeda, Dr. Farajallah worked at Ipsen, where he was Senior Vice President of Medical Affairs, North America. During his tenure, he led efforts to enhance Medical Affairs capabilities with the goal of broadening the impact on patients through medical stakeholder partnerships across Oncology, Neuroscience and Rare Disease.\n\nPrior to Ipsen, Dr. Farajallah served as Vice President and Head of U.S. Medical Affairs at Bristol Myers Squibb, where he led functions such as field medical, disease areas, medical education, biomarkers, promotional material review, portfolio strategy, as well as strategic collaborations across oncology, immunoscience, cardiovascular and neurology. He led multiple successful launches in immuno-oncology and hematology, was the clinical development lead for hematological malignancies in leukemia and multiple myeloma and led the global medical and clinical development teams for HIV.\n\nDr. Farajallah earned his M.D. from Cairo University and completed an Internal Medicine residency and Infectious Diseases fellowship at the University of Arkansas for Medical Sciences and the New Jersey Medical School, respectively.\n\nNatalie Furney\n\n(April 1, 1979)\nGlobal General CounselNatalie Furney is Global General Counsel and a member of Takeda Executive Team of Takeda Pharmaceutical Company Limited.\n\nMs. Furney joined Takeda in April 2025. Before joining Takeda, she held various strategic leadership roles at Eli Lilly and Company, most recently as senior vice president and deputy general counsel, where she provided strategic legal counsel to the International Business Unit and Regulatory leadership teams. She also partnered with Ethics & Compliance, HR and Finance to enhance risk mitigation strategies and led the International Legal and Regulatory Legal teams, developing talent and driving organizational excellence.\n\nMs. Furney’s 14-year career at Lilly included transforming the Litigation, Investigations and HR Legal teams, as well as leading cross-functional issue management teams in crisis situations. Her leadership resulted in best-in-class legal strategies for the organization.\n\nMs. Furney holds a Juris Doctor degree from Valparaiso University School of Law and a bachelor’s degree in journalism and political science from Indiana University - Bloomington. She is admitted to the Indiana Bar and the United States District Court, Southern District of Indiana.\n\nNicola Greenway\n(November 25, 1969)\nChief Human Resources OfficerNicola Greenway is Chief Human Resources (HR) Officer of Takeda Pharmaceutical Company Limited with responsibility for delivering an exceptional people experience across the globe.\n\nShe joined Takeda in 2012 and has served as Head of HR for the Global Portfolio Division, Head of HR for Global Manufacturing Supply and Quality, Head of HR for the Middle East, Turkey and Africa and Global Head of Talent Development and Organizational Effectiveness.\n\nMs. Greenway brings more than 25 years of global experience in HR—spanning leadership roles at KPMG and HSBC. Originally from the Caribbean, she has lived and worked in Dubai, London and Zurich.\nMs. Greenway is a passionate mentor and coach, with a deep commitment to diversity, equity and inclusion. She was an executive sponsor of Takeda’s Gender Parity Network and represents Takeda on the Healthcare Businesswomen’s Association Global Board of Directors, serving as chair of the Board.\n\nMs. Greenway holds a Bachelor of Science and a Master of Science degree, a Master of Arts in business and management, a master’s degree in employment law from the University of Surrey, and an executive MBA from ENPC, Paris and the University of Edinburgh.\n\n102\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nJulie Kim\n(June 6, 1970)CEO-Elect\nJulie Kim is CEO-Elect and a member of Takeda Executive Team of Takeda Pharmaceutical Company Limited.\n\nMs. Kim joined Takeda in 2019 through the acquisition of Shire and has held several diverse roles with increasing responsibility, including President of Plasma-Derived Therapies Business Unit and President of U.S. Business Unit.\n\nWith three decades of experience working in health care and leadership positions at the global, regional, country and functional levels, Ms. Kim’s experiences have spanned a variety of therapeutic areas, international market access, country and regional general management, marketing and emerging market development.\n\nMs. Kim is known for a strong, collaborative and inclusive leadership style that enables Takeda to meet the needs of the people Takeda serves while driving innovations that will improve patients’ lives. Her global outlook, a result of having worked in many countries in Europe, Asia and Latin America, as well as having lived in the U.K., Switzerland and the U.S., has helped her foster diverse teams to enable inclusive decision-making that keeps the patient at the center.\n\nA committed community leader, she participated in the Massachusetts Governor’s Economic Development Planning Council in 2023 as the lead for the Life Sciences working group and will serve on the Governor’s newly created advisory commission for the Discovery, Research, and Innovation for a Vibrant Economy (DRIVE) initiative to advise on ways to strengthen the Massachusetts research and innovation ecosystem. She was appointed by the Mayor of Boston to the Board of Trustees of the Boston Public Library, one of the most iconic and respected institutions in the city. She also serves on the board of the Pharmaceutical Research and Manufacturers of America (PhRMA) and is a member of the Council of Korean Americans.\n\nMs. Kim earned an MBA from the J. L. Kellogg Graduate School of Management at Northwestern University and a bachelor’s degree in economics from Dartmouth College.\n\nOn January 30, 2025, our Board of Directors unanimously resolved to appoint Ms. Kim as the successor to Christophe Weber, President, Chief Executive Officer (CEO) and Representative Director, upon Mr. Weber’s retirement from Takeda, expected in June 2026. Ms. Kim has been proposed as a candidate for election to our Board of Directors at the annual general meeting of shareholders to be held in June 2026.\n\nAsuka Miyabashira\n(December 30, 1979)\nPresident, Japan Pharma Business UnitAsuka Miyabashira is President of Japan Pharma Business Unit of Takeda Pharmaceutical Company Limited.\n\nMs. Miyabashira joined Takeda in 2004 and has served in roles of increased responsibility in marketing and medical in Japan and other countries. Her experiences include leading regional sales in Japan as well as important international assignments, such as country manager at Takeda Vietnam, where she led the development of the local business strategy and transformation. Prior to this role, she served as business operation manager at Takeda Indonesia to build the foundation for Takeda Oncology’s new product launch and access strategy. She served as Head of Neuroscience Business Unit within Japan Pharma Business Unit for two years before the appointment to her current role.\n\nMs. Miyabashira holds an MSc in Agriculture from Kyushu University, Japan.\n\n103\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nGiles Platford\n(April 26, 1978)President, International Business Unit\nGiles Platford is President of International Business Unit of Takeda Pharmaceutical Company Limited, where he directly oversees all markets outside of the U.S., to better position the company for long-term growth and to maximize the patient impact of Takeda’s current and future portfolio across diverse international markets.\n\nMr. Platford joined Takeda in 2009 as General Manager of Brazil, and later took on the role of Area Head for the Middle East, Turkey & Africa. He then joined the Takeda Executive Team in 2014 as President of Emerging Markets. In 2017, he became President of Europe & Canada, where he also represented Takeda as a board member of the European Federation of Pharmaceutical Industries and Associations (EFPIA). In 2022, he became President of the Plasma-Derived Therapies Business Unit, where he also represented the company as chair of the global executive board for the Plasma Protein Therapeutics Association. He also serves as a board member of the Healthcare Businesswomen’s Association.\n\nPrior to joining Takeda, Mr. Platford spent eight years in Asia Pacific, where he held a number of roles of increasing responsibility in Business Development, Commercial and General Management.\n\nMr. Platford holds a Bachelor of Arts degree in business and marketing management from Oxford Brookes University, UK, and is currently based in Boston, U.S.\n\nRhonda Pacheco, Ph.D.\n\n(April 26, 1979)\nPresident, U.S. Business Unit and U.S. Country HeadRhonda Pacheco is President of Takeda’s U.S. Business Unit and U.S. Country Head, and a member of Takeda’s Executive Team. She leads a portfolio spanning gastroenterology, neuroscience, plasma-derived therapies and rare diseases, driving Takeda’s largest market in alignment with the company’s global strategy.\n\nA Pharmaceutical Doctor and business leader with more than 20 years of experience across multiple countries and roles, Dr. Pacheco brings strategic acumen, operational excellence and people-first leadership. She joined Takeda from Eli Lilly, where she served as Group Vice President of U.S. Cardiometabolic Health. In that role, she built high-performing teams focused on improving patient outcomes, advancing health equity and expanding access to life-changing medicines. She also oversaw complex portfolios and product launches, including Lilly’s GLP-1 portfolio, delivering strong commercial results.\n\nDr. Pacheco is passionate about uniting diverse teams around a shared purpose. Her leadership aligns with Takeda’s values, purpose and vision, fostering teams that deliver meaningful impact for patients, partners and communities.\n\nA Massachusetts native, Dr. Pacheco holds an MBA from Duke University’s Fuqua School of Business and a Doctor of Pharmacy from the University of Rhode Island.\n\nRamy Riad\n(February 18, 1975)\nPresident, Plasma-Derived Therapies Business UnitRamy Riad is President of Plasma-Derived Therapies (PDT) Business Unit of Takeda Pharmaceutical Company Limited.\n\nA global biopharmaceutical leader with more than 20 years of experience spanning strategy, finance, operations and market access, Mr. Riad brings deep expertise in the plasma industry.\n\nMost recently, Mr. Riad served as Senior Vice President and CFO of Finance, Strategy, and Operations for the PDT Business Unit, where he helped shape Takeda’s end-to-end plasma value chain strategy. He also helped build an integrated operating model spanning plasma collection, manufacturing, R&D, strategy and commercial operations—strengthening alignment, accountability and performance through significant industry and supply chain disruption during the COVID-19 pandemic. Earlier at Takeda, Mr. Riad led international commercial finance across eight regions, 106 countries, and 60 affiliates, driving commercial execution, market penetration, and organizational integration.\n\nPrior to joining Takeda, Mr. Riad held multiple leadership roles at Abbott, Merck, and Sanofi Aventis, working across global market access, pricing, reimbursement, and institutional strategy.\n\nMr. Riad holds an MBA in Finance from Southern New Hampshire University and a bachelor’s degree in Accounting and Business Administration from Cairo University.\n\n104\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nGabriele Ricci\n\n(October 18, 1978)\nChief Data and Technology OfficerGabriele Ricci is Chief Data and Technology Officer of Takeda Pharmaceutical Company Limited. He was appointed to this role in February 2022 and leads the transformation of Takeda’s Data, Digital and Technology division.\n\nMr. Ricci joined Takeda in 2019 as Head of Plasma-Derived Therapies IT, during which he drove initiatives to meet the large and growing demand for plasma-derived products, with highly specialized services that require strategic capacity, innovative business models, dedicated R&D and agile supply allocation on a global scale. Prior to joining Takeda, Mr. Ricci served as Head of Digital Health and Emerging Technology at Shire, where he leveraged new and emerging technologies to optimize internal operations and deliver differentiated patient and customer experiences.\n\nMr. Ricci has also served as Shire’s Head of Technical Operations IT and held leadership positions at Novartis, Johnson & Johnson and Bristol-Myers Squibb. Mr. Ricci brings more than 20 years of information technology and engineering expertise in the life sciences industry and sits on several advisory boards for non-profit organizations focused on digital, life sciences and manufacturing.\n\nMr. Ricci holds an MBA from the MIB Trieste School of Management and a bachelor’s degree in engineering from the University of Rome Tor Vergata.\n\n105\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nName\n(Date of birth)Responsibilities and\nstatus within Takeda\nBusiness experience \n\nElaine Shannon\n(June 25, 1974)President, Global Supply & QualityElaine Shannon is President of Global Supply & Quality of Takeda Pharmaceutical Company Limited, where she leads internal and external manufacturing, supply chain and quality activities across the Company’s manufacturing network to ensure uninterrupted and sustainable supply of Takeda’s product portfolio.\n\nMost recently, she served as global quality officer from 2023 to 2026, where she oversaw the quality organization, embedding a consistent, enterprise quality management system as well as strengthening a culture of quality. In that role, Ms. Shannon also initiated a transformation of the global quality organization, including a new operating model and capabilities.\n\nMs. Shannon has held roles of increasing responsibility at Takeda, where she has honed her expertise in quality, manufacturing, and oncology. Additionally, she has served as Head of Takeda’s Massachusetts Biologics Operations manufacturing site, as well as Global Head of Quality Oncology & External Supply Small Molecules and Global Head of Quality Audits and Supplier Management. She joined Takeda’s global quality compliance and systems group in June 2016 to develop the company’s knowledge management processes.\n\nMs. Shannon has more than 25 years of industry experience in quality, compliance, assurance and R&D, including work with Teva Pharmaceuticals and Pinewood Healthcare.\n\nOutside of Takeda, Ms. Shannon is involved in industry and community leadership through her membership in the Parenteral Drug Association (PDA) and her service on the Board of Directors of Associated Industries of Massachusetts (AIM).\n\nShe holds a master’s degree in pharmaceutical manufacturing technology and a bachelor’s degree in Good Manufacturing Practice (GMP).\n\nJennifer Smoter\n(April 13, 1972)Chief Communications & Governance OfficerJennifer Smoter is Chief Communications & Governance Officer of Takeda Pharmaceutical Company Limited, leading a centralized Global Communications & Governance organization covering internal and external communications, brand leadership, a governance center of excellence, sustainability, and CEO Chief of Staff responsibilities. Jennifer is responsible for safeguarding Takeda’s brand and reputation, deepening trust with stakeholders, and helping shape the external environment in support of Takeda’s strategy. She also ensures strong corporate governance, including close coordination with Takeda’s Board of Directors.\n\nMs. Smoter joined Takeda in 2026 and has brought nearly three decades of diverse experience in communications, corporate affairs, brand and community and social responsibility. Most recently, Jennifer served as chief communications officer at UnitedHealth Group, where she led a team through advancing Takeda’s reputation and navigating complex challenges.\n\nPreviously, she served as chief external affairs officer at Intellia Therapeutics and held numerous senior communications and brand roles at AbbVie and Abbott Laboratories.\n\nMs. Smoter holds a bachelor's degree from Alverno College and was inducted into the PR Week Hall of Fame in 2024. She is a World 50 Communications member, an Arthur W. Page Society for Communications Professionals seminarian. Jennifer sits on the advisory board of Reversal Therapeutics.\n\n106\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nB. Compensation\n\nThe following table provides information about our Internal Directors' compensation on an individual basis in the fiscal year ended March 31, 2026:\n\nName\n(Position)\nTotal consolidated compensation (millions of yen)\nCompanyAmount of consolidated compensation by type (millions of yen)\n\nBasic compensationPerformance-based compensation\nRestricted Stock Unit awards*2\nOther\n\nAnnual bonus*1\n\nPerformance Share Unit awards*2\n\nChristophe Weber (Director)¥2,315 Takeda Pharmaceutical Company Limited\n¥ 280*4\n\n¥ 157\n\n¥ 755*5\n\n¥ 421*5\n\n¥ —\n\nTakeda Pharmaceuticals U.S.A., Inc.*3\n\n85\n\n92\n\n300*6\n\n224*6\n\n—\n\nAndrew S. Plump (Director)1,255 Takeda Pharmaceutical Company Limited\n12\n\n—\n\n—\n\n—\n\n—\n\nTakeda Development Center Americas, Inc.*7\n\n208\n\n209\n\n481*8\n\n291*8\n\n55*9\n\nMilano Furuta\n(Director)384Takeda Pharmaceutical Company Limited\n119*10\n\n101\n\n83*11\n\n81*11\n\n—\n\n*1The Company has submitted a proposal (item for resolution) at the 150th Annual General Meeting of Shareholders scheduled to be held on June 24, 2026, \"Payment of Bonuses to Directors who are not Audit and Supervisory Committee Members\". The amounts of Takeda Pharmaceutical Company Limited stated above represent the bonus amounts if such proposal is approved.\n\n*2Compensation expenses related to Performance Share Unit awards and Restricted Stock Unit awards are recognized over multiple fiscal years, depending on the length of the period eligible for earning compensation. This column shows amounts recognized as expenses during the fiscal year ended March 31, 2026.\n\n*3Shows the salary and annual bonus earned as Head of Global Business of Takeda Pharmaceuticals U.S.A., Inc.\n\n*4Basic compensation includes the grossed-up amount paid for residence and pension allowances etc. (JPY 137 million).\n\n*5The amount recognized as an expense during the fiscal year for the stock incentive plan (Board Incentive Plan) grants awarded in fiscal years 2022-2025.\n\n*6The amount recognized as an expense during the fiscal year for the stock incentive plan (the Long-Term Incentive Plan for Company Group Employees Overseas (LTIP)) grants awarded in fiscal years 2023-2025.\n\n*7Shows the salary and other amounts earned as the President, Research and Development of Takeda Development Center Americas, Inc.\n\n*8The amount recognized as an expense during the fiscal year for the stock incentive plan (the Long-Term Incentive Plan for Company Group Employees Overseas (LTIP)) grants awarded in fiscal years 2022-2025.\n\n*9Amounts of local retirement plan contributions and other additional benefits paid by Takeda Development Center Americas, Inc. during the fiscal year, as well as the amount equal to taxes on such amounts.\n\n*10Basic compensation includes the amount paid for pension allowance etc. (JPY 7 million).\n\n*11The amount recognized as an expense during the fiscal year for the stock incentive plan (Board Incentive Plan) grants awarded in fiscal years 2024-2025.\n\n*12In addition to the above, expenses of Performance Share Unit awards and Restricted Stock Unit awards under the stock incentive plan (Board Incentive Plan) grants awarded in fiscal years 2022-2023 for Costa Saroukos, who retired at the close of 148th Annual General Meeting of Shareholders held on June 26, 2024, were recognized as JPY 151 million and JPY 28 million respectively during the fiscal year.\n\n*13In addition to the above, expenses of Performance Share Unit awards and Restricted Stock Unit awards under the stock incentive plan (Board Incentive Plan) grants awarded in fiscal year 2022 for Masato Iwasaki, who retired at the close of 147th Annual General Meeting of Shareholders held on June 28, 2023, were recognized as JPY 21 million and JPY 1 million respectively during the fiscal year.\n\n*14In addition to the above, expenses of Performance Share Unit awards and Restricted Stock Unit awards under the stock incentive plan (Board Incentive Plan) grants awarded for Christophe Weber, who will retire at the close of the 150th Annual General Meeting of Shareholders to be held on June 24, 2026, were recognized as JPY 498 million and JPY 165 million respectively in the fiscal year as a result of recognizing expenses in an accelerated and lump-sum manner to account for his retirement.\n\n*15In addition to the above, expenses of Performance Share Unit awards and Restricted Stock Unit awards under the Long-Term Incentive Plan for Company Group Employees Overseas (LTIP) for Christophe Weber, who will retire from Takeda Pharmaceuticals U.S.A., Inc. at the close of the 150th Annual General Meeting of Shareholders to be held on June 24, 2026, were recognized as JPY 281 million and JPY 94 million respectively in the fiscal year as a result of recognizing expenses in an accelerated and lump-sum manner to account for his retirement.\n\n107\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nThe following table provides information about our External Directors' compensation on an individual basis in the fiscal year ended March 31, 2026:\n\nName\n(Position)\nTotal consolidated compensation (millions of yen)\nCompanyAmount of consolidated compensation by type (millions of yen)\n\nBasic compensationPerformance-based compensation\nRestricted Stock Unit awards*1\n\nOther*2\n\nAnnual bonusPerformance Share Unit awards\n\nMasami Iijima\n(Director)¥43 Takeda Pharmaceutical Company Limited¥24 ¥— ¥— ¥19 ¥— \n\nIan Clark\n(Director)53 Takeda Pharmaceutical Company Limited19 — — 19 15 \n\nSteven Gillis\n(Director)53 Takeda Pharmaceutical Company Limited19 — — 19 15 \n\nEmiko Higashi\n(Director)53 Takeda Pharmaceutical Company Limited22 — — 19 12 \n\nJohn Maraganore\n(Director)45 Takeda Pharmaceutical Company Limited19 — — 19 6 \n\nMichel Orsinger\n(Director)61 Takeda Pharmaceutical Company Limited19 — — 19 22 \n\nMiki Tsusaka\n(Director)38 Takeda Pharmaceutical Company Limited19 — — 19 — \n\nKoji Hatsukawa\n(Director who is an Audit and Supervisory Committee Member)43 Takeda Pharmaceutical Company Limited23 — — 19 — \n\nJean-Luc Butel\n(Director who is an Audit and Supervisory Committee Member)56 Takeda Pharmaceutical Company Limited21 — — 19 15 \n\nYoshiaki Fujimori\n(Director who is an Audit and Supervisory Committee Member)40 Takeda Pharmaceutical Company Limited21 — — 19 — \n\nKimberly A. Reed\n(Director who is an Audit and Supervisory Committee Member)48 Takeda Pharmaceutical Company Limited21 — — 19 7 \n\n*1Compensation expense related to Restricted Stock Unit awards are recognized over multiple fiscal years, depending on the length of the period eligible for earning compensation. This column shows amounts recognized as expenses during the fiscal year ended March 31, 2026.\n\n*2The amounts represent expenses for adjustments on compensation, paid to External Directors residing outside of Japan, to account for the impact of foreign exchange rates.\n\n108\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nShare-based Compensation Payments\n\nWe maintain certain share-based compensation payment plans for the benefit of our directors and certain of our employees. In the fiscal years ended March 31, 2024, 2025 and 2026, we recorded total compensation expense related to our share-based payment plans of JPY 71.5 billion. JPY 73.6 billion and JPY 73.3 billion, respectively, in our consolidated statements of profit or loss. For detailed information about our share-based compensation plans, including our stock option plan, stock incentive plan, phantom stock appreciation rights and restricted stock units, see Note 27 to our audited consolidated financial statements.\n\nDirector's Compensation Policy\n\nPlease see “Item 6.A Directors and Senior Management” for a list of Takeda's directors and their positions, including their status as “Internal” or “External” directors and membership on the Audit & Supervisory Committee.\n\nSince there are no Internal Directors who are Audit & Supervisory Committee Members in the Company, they are referred to simply as \"Internal Directors\" hereinafter in this section.\n\n1.Guiding Principles\n\nThe following are the guiding principles of the Company's compensation system for Directors to achieve our management objectives under the corporate governance code:\n\n•    To attract, retain and motivate managerial talent to realize our Vision\n\n•    To increase corporate value through optimization of the Company's mid- and long-term performance, while reinforcing our patient first values\n\n•    To be closely linked with company performance, highly transparent and objective\n\n•    To support a strong alignment with the interests of shareholders and enhance a shareholder-oriented management perspective\n\n•    To encourage Directors' spirit of challenge aligned with the values of Takeda-ism, perseverance\n\n•    To establish transparent and appropriate governance of Directors' compensation to establish the credibility with, and the support of, our stakeholders\n\n2.Level of Compensation\n\nWe aim to be competitive in the global marketplace to attract and retain talent who will contribute to Takeda's continued transformation into a Global, Values-based, R&D-driven Biopharmaceutical Leader.\n\nDirectors' compensation is intended to be competitive in the global market consisting of major global companies. Specifically, the global market data we monitor includes compensation data from major global pharmaceutical companies with which we compete, and from other major companies in Japan, the U.S. and Switzerland.\n\n3.Compensation Components and Mix\n\n3-1. Internal Directors\n\nThe compensation of Internal Directors consists of “Basic Compensation” (Base Salary and other fixed compensation (if applicable)), which is paid at a fixed amount and “Performance-based Compensation”, which is paid as a variable amount based on company and other performance factors.\n\n“Performance-based Compensation” consists of an annual “Bonus (short-term incentive compensation)” to be paid based on financial and other performance results for each fiscal year, and a “Long-term Incentive Plan (stock compensation)” linked with long-term company performance results over a 3-year period and with Takeda's share price.\n\nBoth Bonus and Long-term incentives represent a significantly higher proportion of Total Director Compensation putting Internal Directors' pay at risk in alignment with the Company's performance. The ratio of Long-term Incentives is particularly high within Performance-based Compensation in order to ensure the alignment of the interests of Internal Directors and shareholders and drive mid-term and long-term company value creation. The targets range from 100% to 250% of Base Salary for \"Bonus\" and range from 200% to 600% or more of Base Salary for \"Long-term Incentive\", reflecting the market practices of global companies.\n\n•Standard Compensation Mix Model for Internal Directors\n\n* The ratio of Bonus and Long-term Incentives to Base Salary is determined according to the Internal Director's position.\n\n109\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\n3-2. External Directors who are not Audit & Supervisory Committee Members\n\nThe compensation of External Directors who are not Audit & Supervisory Committee Members consists of Basic Compensation, which is paid as a fixed amount, and Long-term Incentive (stock compensation). As part of the Basic Compensation, Chair Retainers are paid for the chair of the board of directors meeting, chairperson of the Compensation Committee, and chairperson of the Nomination Committee, in addition to the Board Retainer. Bonus is not available for this category of Director.\n\nThe current compensation mix is “Basic Compensation” and “Long-term Incentive”, which is a maximum of 100% of the Board Retainer.\n\nThe compensation of External Directors who are not Audit & Supervisory Committee Members based outside of Japan may be adjusted to account for the impact of foreign exchange rates.\n\n•Standard Compensation Mix Model for External Directors who are not Audit & Supervisory Committee Members\n\n3-3. Directors who are Audit & Supervisory Committee Members\n\nThe compensation of Directors who are Audit & Supervisory Committee Members consists of Basic Compensation, which is paid as a fixed amount, and Long-term Incentive (stock compensation). As part of the Basic Compensation, Committee Retainer is paid for External Directors who are Audit & Supervisory Committee Members, and Chair Retainers are also paid for External Directors who are head of the Audit & Supervisory Committee, chairperson of the Compensation Committee, and chairperson of the Nomination Committee, in addition to the Board Retainer. Bonus is not available for this category of Director.\n\nThe current compensation mix is “Basic Compensation” and “Long-term Incentive”, which is a maximum of 100% of the Board Retainer.\n\nThe compensation of External Directors who are Audit & Supervisory Committee Members based outside of Japan may be adjusted to account for the impact of foreign exchange rates.\n\n•Standard Compensation Mix Model for Directors who are Audit & Supervisory Committee Members\n\n4.Performance-based Compensation\n\n4-1. Internal Directors\n\nFor Internal Directors, the Company has introduced a Long-term Incentive Plan that is allocated as 60% for the plan designed based on Performance Share Units (Performance Share Unit awards) and 40% for the plan designed based on Restricted Stock Units (Restricted Stock Unit awards). Performance Share Unit awards are tied to company performance results to strengthen the link between compensation and company performance and share price, and to reinforce Internal Directors' commitment to increasing corporate value in the mid- and long-term. Restricted Stock Unit awards are linked only to share price.\n\nAnnual Performance Share Unit Awards\n\nPerformance Share Unit awards, which fall under Performance-based Compensation, will be linked to the latest mid- to long-term key performance indicators (KPIs) over a three-year performance period. KPIs are intended to be transparent and objective and may include top line revenues, indicators on profit, R&D metrics, and other performance factors. The payout range for Performance Share Unit awards is from 0% to 200% (100% at target), based on performance achievement. For Long-term Incentive awarded in 2019 and after, a two year holding period will be mandated, and this includes Restricted Stock Unit awards if and when shares become vested.\n\n110\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\n•Annual Performance Share Unit Awards Image\n\nSpecial Performance Share Unit Awards\n\nIn addition to regular stock compensation, the Company may, from time to time, award one-time special Performance Share Unit awards which are directly linked to point-in-time corporate initiatives and which are aligned with shareholder expectations. Performance against established KPIs for one-time special Performance Share Unit awards are determined independently each year over a three-year period, with shares becoming vested after the relevant performance metric(s) are determined to have been achieved for the applicable period. There is no post-vesting holding period established for one-time special Performance Share Unit awards.\n\n•Special Performance Share Unit Awards (stock compensation) Image\n\nAnnual Bonus (Short-term Incentive)\n\nBonuses will be paid based on performance achievement of annual goals. Bonuses will be paid in the range of 0% to 200% (100% at target) in accordance with the achievement of KPIs, which may include top line revenues, indicators on profit, and other performance factors established for a single fiscal year. For President and CEO, the annual bonus is weighted as 100% to the achievement of the specified Corporate KPI(s).\nFor other Internal Directors that have divisional responsibilities, 75% of their annual bonus opportunity is linked to the achievement of the specified Corporate KPI(s) to drive their commitment to group-wide goals, while 25% is linked to the achievement of the division KPI. Effective from Fiscal Year 2026, for Internal Directors other than President and CEO, 25% of the annual bonus opportunity is linked to individual performance, replacing linkage to the achievement of the division KPI.\n\n4-2. Directors who are Audit & Supervisory Committee Members and External Directors\n\nThe Long-term Incentive Plan (stock compensation) for Directors who are Audit & Supervisory Committee Members and External Directors consists of Restricted Stock Unit awards linked only to share price and is not otherwise linked to company performance results. The stock compensation awarded in Fiscal Year 2019 and after will vest three years after the award date of the base points used for the calculation and Directors will be required to hold at least 75% of their vested share portion until they cease service as a director (however, stock compensation awarded in or before Fiscal Year 2018 will vest and be paid after they cease service as a director). Bonuses are not available for these categories of Director.\n\n111\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\n•Whole Picture of Director's Compensation\n\n1. Includes Special Performance Share Unit awards\n\n2. Varies from 0% to 200% in accordance with the achievement of KPIs, which may include top line revenues, indicators on profit, and other performance factors established for a single fiscal year\n\n3. Varies from 0% to 200% in accordance with the achievement of KPIs, which may include top line revenues, indicators on profit, R&D metrics, and other performance factors over a three-year performance period\n\n4. During term of office\n\n5. Vest and paid three years after the award date of the base points used for the calculation\n\n5.Compensation Governance\n\n5-1. Compensation Committee\n\nThe Compensation Committee, with all the Committee members being External Directors, has been established to serve as an advisory body for the Board of Directors to ensure the appropriateness of Directors' compensation and the transparency in its decision-making process. The level of compensation, compensation mix and performance-based compensation (Long-term Incentives and Bonus programs) for Directors are reviewed by the Compensation Committee before resolution by the Board of Directors. The Company delegated to the Compensation Committee, by resolution of the Board of Directors, the authority to determine Internal Directors' individual compensation in order to ensure objectivity and transparency in the decision-making process. In order to enhance transparency of the Company's corporate governance, the Company has externally disclosed the Compensation Committee Charter as a part of the Company's corporate governance documents.\n\nThe Director's Compensation Policy may continue to evolve and be revised to guide the development of compensation programs that align with Directors' accountabilities and responsibilities, shareholder value creation and Takeda-ism.\n\n5-2. Recoupment Policy\n\nThe Compensation Committee and Board of Directors adopted a clawback policy in 2020 and amended that policy in 2023. The amended policy provides that, in the event of a restatement of financial results, Takeda will, in accordance with SEC and NYSE rules, recover from its executive officers any erroneously paid incentive compensation, which consists of incentive-based compensation for the applicable recovery period that would not have been granted absent the restatement (i.e., mandatory clawbacks). In addition, in the event of a restatement and/or significant misconduct, the independent External Directors may require Takeda to recoup additional incentive and other contingent compensation. This would include all or a portion of the incentive and other contingent compensation received by any Internal Director, any other member of the TET, and any other individual designated by the independent External Directors, within the fiscal year, and the three (3) prior fiscal years preceding the date of the Board of Directors' determination of the restatement or the date that independent External Directors determines that significant misconduct occurred, as applicable. The amended policy became effective on October 2, 2023 and, with respect to mandatory clawbacks in the event of a restatement, applies to incentive compensation beginning in the fiscal year ended March 31, 2024.\n\n112\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nC. Board Practices\n\nSee “—A. Directors and Senior Management.” for information about the terms of service of the members of our Board of Directors and the committees thereof.\n\nCorporate Governance Structure\n\nUnder the Companies Act, joint stock corporations in Japan may adopt a corporate governance structure comprised of a board of directors and an audit and supervisory committee, commonly referred to as the audit and supervisory committee system, in lieu of the traditional structure comprised of a board of directors and a board of corporate auditors or the alternative structure comprised of a board of directors and three statutory committees. The members of the audit and supervisory committee consist of three or more directors. We adopted the audit and supervisory committee system in June 2016, in order to increase transparency and independence of our board of directors, and further enhance our corporate governance, by establishing the systems of audit and supervision conducted by the Audit and Supervisory Committee and increasing the proportion of the number of External Directors and the diversity of our board of directors. This governance structure also enables us to enhance the separation of business execution and supervision by delegating certain decision-making authority to individual members of our board of directors, realizing increased agility in decision-making and helping the board of directors focus more on discussions of business strategies and particularly important business matters.\n\nBoard of Directors\n\nPursuant to the audit and supervisory committee system, our board of directors is comprised of directors who are Audit and Supervisory Committee members and directors who are not. Our articles of incorporation provide for a board of directors consisting of no more than 12 members who are not Audit and Supervisory Committee members and no more than four directors who are Audit and Supervisory Committee members. All directors are elected by our shareholders at a general meeting of shareholders, with directors who are Audit and Supervisory Committee members elected separately from other directors. The term of office for directors who are not Audit and Supervisory Committee members expires at the close of the ordinary general meeting of shareholders held with respect to the last fiscal year ending within one year after their election, and the term of office for directors who are Audit and Supervisory Committee members expires at the close of the ordinary general meeting of shareholders held with respect to the last fiscal year ending within two years after their election. The current terms of our directors are set forth under “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.” All directors may serve any number of consecutive terms. Except as described below, none of our directors has entered service contracts with us or any of our subsidiaries providing for benefits upon termination of employment.\n\nUpon a termination by the relevant company, other than for cause, or the voluntary termination by the relevant director for good reason of his appointment as director or employment relationship, in each case as defined in the relevant agreement, and subject to the other conditions contained in such agreement, the following directors will be entitled to the severance payments or other benefits described below. The payments and benefits described below are in addition to any accrued and unpaid amounts that may be owed to the relevant director at the time of such termination.\n\nName\nCompanySeverance PaymentOther Benefits\n\nChristophe WeberTakedaSum of (i) 100% of annual base salary, (ii) 100% of annual target amount of bonus and (iii) 100% of annual target value of Long-term Incentive, subject to the approval of the shareholders' meeting, to the extent required by applicable law and to the extent permitted in light of fiduciary duty and the duty of loyalty of the directors of TakedaCertain repatriation-related benefits, subject to the approval of the shareholders' meeting, to the extent required by applicable law and to the extent permitted in light of fiduciary duty and the duty of loyalty of the directors of Takeda\n\nTakeda Pharmaceuticals U.S.A., Inc.Sum of (i) 100% of annual base salary, (ii) 100% of annual target amount of Short-term Incentive and (iii) 100% of annual target value of Long-term Incentive, subject to the approval of the shareholders' meeting, to the extent required by applicable law and to the extent permitted in light of fiduciary duty and the duty of loyalty of the directors of TakedaNone\n\nAndrew S. PlumpTakeda Development Center Americas, Inc.Sum of (i) 12 months of current monthly base salary and (ii) 100% of annual target level bonus under the Short-term Incentive ProgramCertain health insurance benefits\n\nOu\n\n113\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nr Board of Directors has the ultimate responsibility for the administration of our affairs. Our Board of Directors, however, may delegate by its resolution some or all of its decision-making authority in respect of the execution of operational matters (excluding certain matters specified in the Companies Act) to individual directors and has delegated such decision-making authority as described below. Our Board of Directors elect one or more representative directors from among its members who are not Audit and Supervisory Committee members. Each of the representative directors has the authority to represent us in the conduct of our affairs.\n\nWe entered into indemnity agreements with each of Takeda's directors for liability arising from their status as directors or out of an alleged wrongful act by them in such capacity to the extent permitted by applicable law.\n\nAudit and Supervisory Committee\n\nOur directors who are Audit and Supervisory Committee members are not required to be certified public accountants. They may not serve concurrently as executive directors, managers or any other type of employee for us or for any of our subsidiaries, or as accounting advisors or corporate executive officers for any of our subsidiaries. In addition, more than half of our directors who are Audit and Supervisory Committee members at any one time must be external directors as defined under the Companies Act, who have not served as executive directors, corporate executive officers, managers or any other type of employee for us or any of our subsidiaries for ten years prior to their election and fulfill certain other requirements specified in the Companies Act.\n\n \n\nThe Audit and Supervisory Committee has a statutory duty to audit the administration of our affairs by our directors, to examine the financial statements and business reports to be submitted to the shareholders by a representative director, to prepare an audit report each year, to determine details of proposals concerning the appointment and dismissal of independent auditors and the refusal to reappoint independent auditors for submission to general meetings of shareholders and to determine the opinion on election, removal, resignation of or compensation for directors who are not Audit and Supervisory Committee members, which may be expressed at a general meeting of shareholders. An Audit and Supervisory Committee member may note his or her opinion in the audit report issued by the Audit and Supervisory Committee if such an opinion differs from that expressed in the audit report. Additionally, our Audit and Supervisory Committee serves as our “audit committee” for the purposes of Rule 10A-3 under the Exchange Act. We are required to appoint and have appointed an independent auditor, who has a statutory duty of examining the financial statements to be submitted to the shareholders by a representative director and preparing its audit report thereon. KPMG AZSA LLC currently acts as our independent auditor.\n\nAs of the date of this annual report, Mr. Koji Hatsukawa, Mr. Jean-Luc Butel, Mr. Yoshiaki Fujimori and Ms. Kimberly A. Reed are appointed as the Audit and Supervisory Committee members. Takeda has proposed new external directors Bruce Broussard and Koichiro Kimura be elected as Audit and Supervisory Committee members, as well as Ms. Reed, who has been proposed for re-election, at the 150th Annual General Meeting of Shareholders to be held on June 24, 2026, following the expected retirements of Mr. Hatsukawa, Mr. Butel and Mr. Fujimori. In addition, new external director candidate Paul Stoffels has been proposed to serve as a substitute Audit and Supervisory Committee member.\n\nTakeda Executive Team\n\nAs management tasks continue to diversify, we have established a Takeda Executive Team (“TET”) under the President and Chief Executive Officer, consisting of certain directors and employees in senior positions who manage and supervise our key functions. The TET participates in a Business and Sustainability Committee (BSC), including the Risk Sub-Committee (RSC), which is responsible for corporate and business development matters and corporate sustainability-related matters, and a Portfolio Review Committee (PRC), including the Early Pipeline Committee (EPC) as its sub-committee, which is responsible for R&D and products-related matters. Our Board of Directors has delegated via Takeda Group's Management Policy (“T-MAP”) decision-making authorities over certain key business operations to the management under the Company's Articles of Incorporation (excluding certain matters specified in the Companies Act, as well as substantive matters or particularly important matters valued at JPY 100 billion or more or those matters which will have substantial impact on us or our stakeholders) to the President and Chief Executive Officer, and each TET member, including through the management committees, as applicable.\n\nNomination Committee and Compensation Committee\n\nWe also have voluntarily established a Nomination Committee and a Compensation Committee as advisory committees of the board of directors. All members of each Committee must be External Directors. Furthermore, at least one director who is an Audit and Supervisory Committee member must be assigned to each committee and each committee must be chaired by an external director. As of the date of this annual report, the Nomination Committee consists of one external director who serves as chairperson, and five other external directors. One Internal Director attends the Nomination Committee as an observer. The Compensation Committee consists of one external director who serves as chairperson, and four other external directors. Together, the committees serve to ensure transparency and objectivity in decision-making relating to personnel matters for directors (including appropriate standards and procedures for appointment and reappointment and establishing and administering appropriate succession plans) and the compensation system (including appropriate levels of compensation for the directors, appropriate performance targets within the bonus system for directors and appropriate bonuses based on business results). Also, by resolution of the board of directors, the authority to decide the amount of individual remuneration of Internal Directors is delegated to the Compensation Committee, through which we have realized a more transparent process in determining individual remuneration.\n\nAs of the date of this annual report, Mr. Masami Iijima (Chairperson), Dr. Steven Gillis, Ms. Emiko Higashi, Mr. Michel Orsinger, Mr. Jean-Luc Butel and Mr. Yoshiaki Fujimori are appointed as the Nomination Committee members, and Mr. Christophe Weber is appointed as an observer.\n\n114\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nMs. Emiko Higashi (Chairperson), Dr. John Maraganore, Mr. Michel Orsinger, Ms. Miki Tsusaka and Ms. Kimberly A. Reed are appointed as the Compensation Committee members.\n\nLimitation of Liability of Directors\n\nUnder the Companies Act and our articles of incorporation, we may exempt, by resolution of the board of directors, our directors from liabilities to us arising in connection with their failure to execute their duties in good faith and without gross negligence, within the limits stipulated by applicable laws and regulations. In addition, our articles of incorporation provide that we may enter into agreements with our directors (excluding executive directors as defined under the Companies Act) to limit their respective liabilities to us arising from their failure to execute their duties in good faith and without gross negligence, subject to applicable laws and regulations.\n\nD. Employees\n\nAs of March 31, 2024, 2025 and 2026, we had 49,281, 47,455 and 47,029 employees on a consolidated basis, respectively. These numbers of employees represent the number of permanent employees excluding temporary employees and were calculated on a full-time equivalent basis. The following table shows our employees by geographic locations:\n\nAs of March 31, 2026\n\nJapan\n\nUnited States\n\nEurope and Canada\n\nOther\n\nTotal\n\n4,91420,35613,9077,85247,029\n\nWe have concluded a collective bargaining agreement with the Takeda Pharmaceutical Workers Union, through which we have established sound relations with our employees in Japan. We hold regular dialogues with the union concerning, among other issues, conditions of employment and human resources practices. Similarly, all of our group companies hold discussions with their respective workers unions and employee representatives in accordance with local laws. We have an employee stock ownership association for employees of Takeda in Japan.\n\n115\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nE. Share Ownership\n\nThe following table shows the number of shares as of March 31, 2026 owned by directors of the Company as of the date of this annual report:\n\nDirectors\n\nName\nNumber of shares held (Number of shares to be provided)*1\n\nNumber of ADSs held (Number of ADSs to be provided)*2\n\nChristophe Weber839,30049,425\n\n(646,004)(656,068)\n\nMilano Furuta30,600—\n\n(121,061)(—)\n\nAndrew Plump—623,447\n\n(—)(826,384)\n\nMasami Iijima6,400—\n\n(13,224)(—)\n\nIan Clark—9,696\n\n(15,580)(—)\n\nSteven Gillis—15,857\n\n(15,580)(—)\n\nEmiko Higashi5,0007,600\n\n(19,756)(—)\n\nJohn Maraganore—7,600\n\n(13,224)(—)\n\nMichel Orsinger—7,600\n\n(19,756)(—)\n\nMiki Tsusaka——\n\n(13,224)(—)\n\nKoji Hatsukawa17,200—\n\n(17,742)(—)\n\nJean-Luc Butel—7,600\n\n(19,756)(—)\n\nYoshiaki Fujimori19,400—\n\n(17,742)(—)\n\nKimberly A. Reed—8,975\n\n(13,224)(—)\n\nTotal917,900737,800\n\n(945,873)(1,482,452)\n\n*1The number of shares held represents the number of ordinary shares held as of March 31, 2026. The number of shares to be provided includes the number of ordinary shares vested but undelivered and scheduled to be vested, including those granted to directors based outside of Japan that will be converted to ADSs for settlement following vesting, under the Board Incentive Plan (“BIP”) and the Employee Stock Ownership Plan (“ESOP”). The number of shares to be provided pursuant to the BIP and the ESOP are comprised of Restricted Stock Unit awards (“RSU awards”) and Performance Share Unit awards (\"PSU awards\"). RSU awards vest one third each year over a three-year period and PSU awards vest three years from the date of grant. Included PSU awards to be vested in the future years represent the total number of shares to be issued assuming that relevant targets are met at the 100% level; the actual number of shares issued may be fewer or greater depending on the level at which targets are met. If there are PSU awards vested after March 31, 2026, the number of such shares to be provided has been adjusted to the results of KPI. In addition, with regard to the Company's shares to be provided under the Plan, the voting rights thereof may not be exercised before such shares are provided to each Director.\n\n*2The number of ADSs held represents the number of American Depositary Shares held as of March 31, 2026 and is rounded to the nearest whole number. Each ADS represents one half of an ordinary share. The number of ADSs to be provided includes the number of American Depositary Shares vested but undelivered and scheduled to be vested under Long-Term Incentive Plan for Company Group Employees Overseas (“LTIP”). The number of ADSs to be provided pursuant to the LTIP is comprised of RSU awards and PSU awards. RSU awards vest one third each year over a three-year period and PSU awards vest three years from the date of grant. Included PSU awards to be vested in the future years represent the total number of ADSs to be issued assuming that relevant targets are met at the 100% level; the actual number of ADSs issued may be fewer or greater depending on the level at which targets are met. If there are PSU awards vested after\n\n116\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nMarch 31, 2026, the number of such ADSs to be provided has been adjusted to the results of KPI. In addition, with regard to the ADSs to be provided under the Plan, the voting rights thereof may not be exercised before such shares are provided to each Director.\n\nTakeda is proposing four new director candidates, Julie Kim, Paul Stoffels, Bruce Broussard and Koichiro Kimura, to be elected at its 150th Annual General Meeting of Shareholders, to be held on June 24, 2026. The number of shares as of the date of this annual report is shown below:\n\nName\nNumber of shares held (Number of shares to be provided)*1\n\nNumber of ADSs held (Number of ADSs to be provided)*2\n\nJulie Kim—173,773\n\n(—)(466,462)\n\nPaul Stoffels——\n\n(—)(—)\n\nBruce Broussard—1,104\n\n(—)(—)\n\nKoichiro Kimura——\n\n(—)(—)\n\n*1The number of shares held represents the number of ordinary shares held as of March 31, 2026. The number of shares to be provided includes the number of ordinary shares vested but undelivered and scheduled to be vested, including those granted to directors based outside of Japan that will be converted to ADSs for settlement following vesting, under the Board Incentive Plan (“BIP”) and the Employee Stock Ownership Plan (“ESOP”). The number of shares to be provided pursuant to the BIP and the ESOP are comprised of Restricted Stock Unit awards (“RSU awards”) and Performance Share Unit awards (\"PSU awards\"). RSU awards vest one third each year over a three-year period and PSU awards vest three years from the date of grant. Included PSU awards to be vested in the future years represent the total number of shares to be issued assuming that relevant targets are met at the 100% level; the actual number of shares issued may be fewer or greater depending on the level at which targets are met. If there are PSU awards vested after March 31, 2026, the number of such shares to be provided has been adjusted to the results of KPI. In addition, with regard to the Company's shares to be provided under the Plan, the voting rights thereof may not be exercised before such shares are provided to each Director.\n\n*2The number of ADSs held represents the number of American Depositary Shares held as of March 31, 2026 and is rounded to the nearest whole number. Each ADS represents one half of an ordinary share. The number of ADSs to be provided includes the number of American Depositary Shares vested but undelivered and scheduled to be vested under Long-Term Incentive Plan for Company Group Employees Overseas (“LTIP”). The number of ADSs to be provided pursuant to the LTIP is comprised of RSU awards and PSU awards. RSU awards vest one third each year over a three-year period and PSU awards vest three years from the date of grant. Included PSU awards to be vested in the future years represent the total number of ADSs to be issued assuming that relevant targets are met at the 100% level; the actual number of ADSs issued may be fewer or greater depending on the level at which targets are met. If there are PSU awards vested after March 31, 2026, the number of such ADSs to be provided has been adjusted to the results of KPI. In addition, with regard to the ADSs to be provided under the Plan, the voting rights thereof may not be exercised before such shares are provided to each Director.\n\nEach of our directors held less than one percent of our total issued shares as of March 31, 2026. Shares held by directors have equal voting rights as common stock held by other holders.\n\nFor detailed information about our share-based compensation plans, including BIP and LTIP, see Note 27 to our audited consolidated financial statements.\n\nF. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable.\n\n117\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)"}