Matthew Gline

About Matthew Gline

Matthew Gline (age 40) joined the Arbutus Biopharma board in February 2025 and serves as an independent director. He is the Chief Executive Officer of Roivant Sciences (since January 2021) and a director of Roivant (since September 2021); he also serves on the board of Datavant. Mr. Gline holds an A.B. in Physics from Harvard College, and brings a background in healthcare investing, operations, finance, and risk analytics to the board .

Past Roles

External Roles

Board Governance

• Committee assignments (as of Feb 24, 2025): Compensation Committee member; Corporate Governance and Nominating Committee member and Chair .
• Independence: The Corporate Governance and Nominating Committee’s members, including Mr. Gline, are determined independent under Nasdaq and Canadian provincial securities regulations .
• Meeting cadence and attendance: In FY 2024, the Board met 9 times; Audit, Compensation, and Corporate Governance & Nominating met 4, 4, and 3 times respectively, and each director attended at least 75% of applicable meetings .
• Indemnification: Arbutus entered into indemnity agreements with each new director, including Mr. Gline, in substantially the same form used for all directors .

Fixed Compensation

• Policy: Non-employee directors receive an annual cash retainer and committee fees per Radford’s recommendation: $40,000 annual retainer ($75,000 for Board Chair); Committee Chair fees: Audit $20,000, Compensation $15,000, Corporate Governance & Nominating $10,000; Committee member fees: Audit $10,000, Compensation $7,500, Corporate Governance & Nominating $5,000. Directors also receive reimbursement for reasonable travel/lodging .
• Waiver: Mr. Gline has waived his right to all director compensation (cash and equity) .

Performance Compensation

• Equity policy for directors: Effective April 2025, initial option grant of 157,600 shares and annual option grant of 78,800 shares; initial grants vest one-third on each of the 1st, 2nd, and 3rd anniversaries; annual grants vest immediately. Options are exercisable for 10 years, with grant price equal to the Nasdaq closing price on grant date, under the 2016 Omnibus Share and Incentive Plan .
• Waiver: Mr. Gline waived all director compensation, including equity awards .

No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation; director equity is option-based per policy .

Other Directorships & Interlocks

• Significant shareholder affiliation: Roivant Sciences Ltd. (RSL) beneficially owns 38,847,462 Arbutus common shares (20.3%). RSL’s board includes Matthew Gline, and he is Arbutus director and Roivant’s principal executive officer; he may be deemed to have beneficial ownership of RSL’s shares, but disclaims beneficial ownership except to the extent of his pecuniary interest .
• Related-party context: The Company has ongoing agreements with Roivant related to launching Genevant Sciences Ltd.; these relationships are described in prior proxy sections and incorporated by reference. Appointed Directors (including Mr. Gline) have no other material interests in transactions requiring Item 404(a) disclosure beyond these relationships .

Expertise & Qualifications

• Healthcare investing and operations leadership; capital allocation decisions across Roivant’s portfolio .
• Deep finance/analytics background (former CFO; prior roles at Goldman Sachs and Barclays; co-founded risk analytics firm Fourthree) .
• Harvard A.B. in Physics .

Equity Ownership

• Hedging/pledging: Arbutus’ Insider Trading Policy prohibits hedging, derivative transactions, margin accounts, and pledging of Company securities by directors, officers, employees, and related parties .

Governance Assessment

• Strengths

  • Independent committee leadership: Chair of Corporate Governance & Nominating; committee determined independent under Nasdaq and Canadian rules .
  • Engagement: Board and committees met regularly in 2024; directors met minimum attendance thresholds (≥75%) .
  • Alignment signal: Waiver of all director compensation (cash and equity) minimizes personal financial conflicts and can enhance perceived independence .
  • Risk controls: Explicit prohibition on hedging and pledging supports alignment with shareholder outcomes .

• Risks and potential red flags

  • Significant interlock with controlling shareholder: Roivant/RSL’s 20.3% ownership and Mr. Gline’s executive roles at Roivant/RSL create a potential conflict of interest on matters involving Roivant/Genevant (e.g., strategic transactions, litigation posture, licensing economics) .
  • Related-party exposure: Ongoing agreements with Roivant/Genevant heighten scrutiny; while Item 404(a) indicates no other material interests beyond these, governance rigor (recusals, independent review) is essential .
  • Board chair is CEO (non-independent): Concentration of power at the Chair role underscores the importance of strong independent committees and executive sessions .

• Mitigants

  • Independent Corporate Governance & Nominating Committee chaired by Gline, with independent membership .
  • Compensation structure for Gline is waived, limiting direct financial incentives from ABUS .
  • Indemnity agreements standardize director protections, facilitating candid oversight .

RED FLAGS: Major shareholder affiliation and related-party nexus with Roivant/Genevant warrant close monitoring for recusals and rigorous independent oversight in committee processes .

Notes on Director Compensation Structure

• Directors receive option-based equity (not RSUs/PSUs) with immediate vesting for annual grants and time-based vesting for initial grants; no performance metrics disclosed for director awards .
• Historical 2024 director compensation (former directors who resigned Feb 2025) shows option-heavy mix; Gline joined afterward and waived compensation .

Additional Disclosures

• Annual meeting attendance policy: Directors are invited; at the 2024 AGM only Michael McElhaugh (then director) attended; none of current directors were serving at that time .
• Voting results and shareholder proposals follow BCBCA and SEC timelines disclosed in the proxy .

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