Not independent
Tenure on this board
1.3 yrs
4 nominees · 3 ballot items.
1) Elect four Class II directors (Dietmar Berger, David Lacey, Nicole Lambert, Johanna Mercier) to serve until 2029; 2) Ratify Ernst & Young LLP as Arcus’s independent registered public accounting firm for fiscal 2026; 3) Advisory (non-binding) approval of the compensation of Arcus’s named executive officers (say-on-pay).
Elect four Class II director nominees—Dietmar Berger, M.D., Ph.D.; David Lacey, M.D.; Nicole Lambert; and Johanna Mercier—to hold office until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Arcus’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non‑binding, advisory vote to approve the compensation paid to Arcus’s named executive officers, as disclosed pursuant to Item 402 of Regulation S‑K (the Compensation Discussion and Analysis, compensation tables and narrative).
This non‑binding proposal asks shareholders to approve the overall compensation program for Arcus’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis, tables, and narrative. Management frames its program around a pay‑for‑performance philosophy that combines base salary, annual cash bonuses tied to corporate and individual goals, and long‑term equity awards (weighted toward options) to align executives’ incentives with stockholder value and retention. The Compensation Committee notes specific 2025 business achievements—advancement of multiple Phase 3 programs, enrollment milestones, strategic collaborations and successful fundraising—that it says justify full payment of target bonuses and the equity grants made during the year. The Board also emphasizes that approximately 94% of votes supported the company’s say‑on‑pay at the 2025 meeting, which management interprets as stockholder endorsement of its compensation approach. Supporters would argue the mix of long‑term incentives and the use of options support alignment with stock price performance and long‑term value creation. Critics could point to the size and structure of equity grants, potential pay levels relative to peers, and the advisory nature of the vote (i.e., it does not bind the Board), and may question whether compensation outcomes sufficiently reflect longer‑term clinical and commercial results. The Board’s recommendation to vote FOR references the Compensation Committee’s review processes, use of a peer reference group and retention/alignment objectives, and notes that the outcome will inform future compensation decisions. Given the company’s clinical‑stage profile and significant equity components, a sophisticated assessment would weigh the appropriateness of metrics used for bonus determination, the balance between retention and performance incentives, previous shareholder feedback, and the company’s near‑term clinical milestones and cash runway when evaluating this proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GILEAD SCIENCES, INC. | 24.99% | 31,424,760 | $679M |
| 2 | BlackRock, Inc. | 7.68% | 9,662,107 | $209M |
| 3 | STATE STREET CORP | 4.30% | 5,412,901 | $117M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.30% | 5,411,591 | $117M |
| 5 | SUVRETTA CAPITAL MANAGEMENT, LLC | 4.00% | 5,030,993 | $109M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.40% | 4,272,056 | $92M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.07% | 3,856,725 | $83M |
| 8 | Woodline Partners LP | 3.00% | 3,777,798 | $82M |
| 9 | MARSHALL WACE, LLP | 2.99% | 3,761,437 | $81M |
| 10 | BlackRock, Inc. | 2.14% | 2,688,451 | $58M |
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