Robert Beardsley
Arbutus BiopharmaAbout Robert Beardsley
Robert Alan Beardsley, age 64, has served as an independent director of Arbutus Biopharma (ABUS) since February 2025. He is a veteran biotech operator with 30+ years in drug development and company building, currently serving as President & CEO of Cirius Therapeutics (since September 2024). He holds a Ph.D. in Biochemical Engineering and a B.S. in Chemical & Biochemical Engineering (University of Iowa) and an M.B.A. from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cirius Therapeutics | President & Chief Executive Officer | Sep 2024 – present | Current operating role; capital raising and development leadership |
| Galera Therapeutics | Executive Chair & Chief Operating Officer; Chair & Chief Executive Officer | 2012 – Jun 2024; 2009 – 2012 | Company building, strategic partnerships, patient-centric solutions |
| Metabolic Solutions Development Corp. | Chief Executive Officer | 2009 – 2010 | Led development strategy |
| Kereos | President & Chief Executive Officer | 2003 – 2009 | Built programs and partnerships |
| MetaPhore Pharmaceuticals | Acting Chief Executive Officer | 2002 | Transitional leadership |
| bioStrategies Group | Principal | 1997 – 2002 | Strategy and commercialization advisory |
| Vector Securities International | Equity Research Associate | 1994 – 1995 | Public markets analytical experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Metallomix | Director | Not disclosed | Current board service |
| Euclises Pharmaceuticals | Director | Not disclosed | Current board service |
| KemPharm; Collagenex Pharmaceuticals; BioSeek; MetaPhore Pharmaceuticals | Former Director | Mixed public/private | Historical governance experience across multiple companies |
Board Governance
- Independence: The Board determined Mr. Beardsley is independent under SEC, Nasdaq, and Canadian provincial standards; all committee members meet applicable independence rules .
- Committees:
- Audit Committee member (Chair: Joseph Bishop) .
- Executive Compensation & Human Resources Committee Chair (members: Beardsley, Bishop, Gline) .
- Board leadership structure: CEO also serves as Chair; no Lead Independent Director. The Board views this as the most effective model currently, given strategic priorities; all other directors are independent .
- Meeting cadence context: In 2024, the Board held 9 meetings; Audit, Compensation, and Corporate Governance & Nominating met 4, 4, and 3 times, respectively; each then-serving director attended ≥75% of applicable meetings (note: current directors joined in 2025) .
Fixed Compensation
Policy for non-executive directors (cash):
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (member) | $40,000 | Non-executive directors |
| Board Chair retainer | $75,000 | If applicable |
| Audit Committee – Chair | $20,000 | Additional to retainer |
| Compensation Committee – Chair | $15,000 | Additional to retainer |
| Corporate Governance & Nominating – Chair | $10,000 | Additional to retainer |
| Audit Committee – member | $10,000 | Additional to retainer |
| Compensation Committee – member | $7,500 | Additional to retainer |
| Corporate Governance & Nominating – member | $5,000 | Additional to retainer |
Notes:
- Two current directors (Joseph Bishop and Matthew Gline) waive director compensation; this waiver is specific to them and not indicated for Mr. Beardsley .
Performance Compensation
Equity compensation policy for non-executive directors (options):
| Grant Type | Size | Vesting | Timing/Status |
|---|---|---|---|
| Initial option grant (2024 policy) | 134,000 options | 1/3 each on 1st, 2nd, 3rd anniversaries | For new directors in 2024 |
| Annual option grant (2024 policy) | 67,000 options | Vests immediately | Annual grant |
| Initial option grant (effective Apr 2025) | 157,600 options | 1/3 each on 1st, 2nd, 3rd anniversaries | Updated sizing effective April 2025 |
| Annual option grant (effective Apr 2025) | 78,800 options | Vests immediately | Updated sizing effective April 2025 |
- The Company expects to issue annual option grants to non-executive Board members following the 2025 AGM; award sizing/vesting per policy above. Individual grants for Mr. Beardsley are not itemized in the proxy .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Metallomix (Director) | External board | No related-party transactions disclosed involving Mr. Beardsley |
| Euclises Pharmaceuticals (Director) | External board | No related-party transactions disclosed involving Mr. Beardsley |
| Roivant context (shareholder) | 20.3% holder; Board includes two Roivant-affiliated directors (Bishop, Gline) | Board considered these affiliations for independence (Bishop/Gline); Mr. Beardsley not cited with such affiliation |
Expertise & Qualifications
- Deep operational leadership across biotech: CEO/COO/Chair roles at Galera and CEO roles at Cirius, Kereos, MetaPhore; extensive funding, partnerships, and patient-centric development credentials .
- Capital markets and strategy: Prior equity research associate and strategy principal roles .
- Technical education: Ph.D. Biochemical Engineering (Iowa) and MBA (Chicago Booth), supporting oversight of R&D-intensive programs and compensation design for R&D milestones .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Record Date |
|---|---|---|---|
| Robert Alan Beardsley | — (not reported as a number) | <1% | March 24, 2025 |
Additional alignment safeguards:
- Hedging and pledging of Company stock are prohibited for directors, officers, employees, and related persons (no margin accounts, no pledges, no derivatives) .
Governance Assessment
-
Positives:
- Independent director with relevant operator experience; chairs the Compensation Committee and serves on the Audit Committee, aligning expertise with high-impact oversight roles .
- Committee independence confirmed by the Board; committee charters assign robust responsibilities, including oversight of executive pay, equity plans, and related-party review (Audit) .
- Strong trading policy (prohibition on hedging/pledging) mitigates misalignment risks .
-
Watch items / potential red flags:
- Concentrated shareholder and influence context: Roivant holds 20.3% of common shares and has two affiliated directors on the Board; while independence determinations were made, this concentration warrants ongoing monitoring of related-party dynamics (e.g., Genevant/LNP arrangements are the only disclosed related-party transactions) .
- Combined Chair/CEO with no Lead Independent Director could affect board counterbalance; vigilance on executive sessions and committee leadership is important to sustain investor confidence .
- Ownership alignment: As of the record date, Mr. Beardsley reported no beneficial ownership and <1% stake; equity alignment will likely come via director option grants, but individual awards are not disclosed in the proxy .
-
Director compensation structure (implications):
- Cash + option-heavy mix aligns with early-stage biotech norms; annual options vest immediately (for annual grants), which supports alignment but offers limited performance conditioning—monitor for future introduction of performance-based equity if the Company’s stage and investor feedback warrant it .