Edward Holmes
About Edward W. Holmes
Dr. Edward W. Holmes (age 84) has served as an independent director of Arcturus Therapeutics (ARCT) since September 2019. He is a physician-scientist with extensive leadership across major academic medical institutions and national research bodies, currently Distinguished Professor of Medicine at the University of California, Vice Chancellor/Dean of Health Sciences Emeritus at UC San Diego, and CEO/President of the Sanford Consortium for Regenerative Medicine; he holds an MD from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure/Period | Committees/Impact |
|---|---|---|---|
| University of Pennsylvania | Chair, Department of Medicine | Prior (dates not disclosed) | Led academic medicine department |
| Stanford University | Vice President for Translational Medicine | Prior | Advanced translational research strategy |
| Duke University School of Medicine | Vice Chancellor/Dean | Prior | Academic leadership |
| Biomedical Research Council (Singapore) | Executive Deputy Chairman | Prior | National research oversight |
| National Medical Research Council (Singapore) | Executive Chairman | Prior | National research programs |
| A*STAR (Singapore) | Senior Fellow; Advisor to National Research Council | Prior | National science policy/advisory |
| Tularik, Inc. | Director (Board) | Prior | Biotech board experience |
| GlaxoSmithKline | Chair, Research Advisory Board | Prior | R&D advisory leadership |
| Ajinomoto | Scientific Advisory Board member | Prior | Scientific advisory role |
| Gates Foundation | Grand Challenges Explorations Innovation Review Panel | Prior | Grant review/innovation |
External Roles
| Organization | Role | Tenure/Period | Notes |
|---|---|---|---|
| University of California | Distinguished Professor of Medicine | Current | Academic appointment |
| UC San Diego | Vice Chancellor/Dean of Health Sciences Emeritus | Current | Emeritus leadership |
| Sanford Consortium for Regenerative Medicine | CEO/President | Current | Institutional leadership |
| National University of Singapore (Yong Loo Lin School of Medicine) | Lien Ying Chow Professor of Medicine | Current | Faculty appointment |
| US National Academy of Medicine | Member | Current | Elected honor |
| American Association for the Advancement of Science | Fellow | Current | Elected fellow |
| American Society for Clinical Investigation; Association of American Physicians | Member | Current | Elected memberships |
| Singapore Government (honors) | Honorary Citizen (2011); President’s Science & Technology Medal (2017) | Prior honors | National recognition |
Board Governance
- Independence: The Board determined Dr. Holmes is independent under Nasdaq rules (one of seven independent directors as of 2025) .
- Committees and Chair roles:
- Audit Committee member alongside James Barlow (Chair) and John Markels; audit committee held six meetings in 2024 .
- Nominating & Corporate Governance Committee Chair; members include Holmes, Jing Marantz, and John Markels; committee held two meetings in 2024 .
- Compensation Committee: not a member (members were Magda Marquet [Chair], Jing Marantz, and James Barlow; four meetings in 2024) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board held six meetings .
- Board leadership: Chairman transitioned from Dr. Peter Farrell to Dr. Moncef Slaoui effective July 1, 2025 .
- Shareholder votes (2025 Annual Meeting):
- Director election: Edward W. Holmes received 18,555,174 “For” and 567,688 “Withhold”; elected to serve until the 2026 annual meeting .
- Say-on-Pay: Approved (For 18,472,131; Against 586,006; Abstain 64,724) .
- Related party transactions: None over $120,000 with directors/executives in 2024; Audit Committee oversees related person transaction policy .
Fixed Compensation
Director fees and committee retainers (policy; then Holmes actuals).
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Board annual retainer (cash) | $35,000 | $50,000 | Increase year-over-year |
| Audit Committee member fee | $7,500 | $10,000 | Increase year-over-year |
| Compensation Committee member fee | $5,000 | $10,000 | Increase year-over-year |
| Nominating & Corporate Governance Committee member fee | $5,000 | $5,000 | Unchanged |
| Board Chair premium | $20,000 | $35,000 | Not applicable to Holmes |
| Audit Chair premium | $10,000 | $10,000 | Holmes not chair |
| Compensation Chair premium | $5,000 | $10,000 | Holmes not chair |
| Nominating Chair premium | $5,000 | $5,000 | Applicable to Holmes |
Holmes cash fees earned:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $52,500 | $57,500 |
Performance Compensation
Director equity awards and vesting design.
| Element | 2023 | 2024 | 2025 Policy |
|---|---|---|---|
| Annual option award (shares) | Option awards granted (aggregate value, not share count disclosed) | 11,622 options vesting monthly over one year; plus 3,378 deferred stock units (DSUs) | Option to purchase 15,000 shares vesting monthly over one year; new directors receive prorated grants |
| Inaugural option grant (new directors) | 20,000 options, vest monthly over two years | — | 15,000 options, vest monthly over two years |
| Holmes Option Awards ($) | $273,000 | $309,000 | — |
Governance features:
- No stock option repricing without stockholder approval .
- Independent compensation consultant engaged; provides no other services to the Company .
- Hedging, short sales, and pledging of Company shares are prohibited for employees and directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Status |
|---|---|---|---|
| Tularik, Inc. | Public company (prior) | Director | Prior board service |
| GlaxoSmithKline | Public company | Chair, Research Advisory Board | Advisory (not board) |
| Ajinomoto | Private/Public multinational | Scientific Advisory Board | Advisory (not board) |
No current public company directorships for Holmes are disclosed in ARCT’s proxy; no disclosed interlocks with ARCT competitors/suppliers/customers .
Expertise & Qualifications
- Physician-scientist with senior leadership in academic medicine (UPenn, Stanford, Duke; UCSD) and national research systems (Singapore) .
- Recognized by US National Academy of Medicine; AAAS Fellow; multiple professional societies .
- International policy and translational research expertise; executive leadership of a regenerative medicine consortium .
- Medical degree (MD) from University of Pennsylvania .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Edward W. Holmes | 106,869 | <1% | Includes 106,869 shares issuable upon exercise of options exercisable within 60 days of April 8, 2025 |
Policies affecting alignment:
- Prohibition on hedging/derivatives and pledging of Company shares for all directors .
- Section 16(a) compliance: Company believes all directors complied with required filings in 2024 .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance Committee with explicit oversight of independence and conflicts; member of Audit Committee with robust mandate including cybersecurity and related-party oversight; strong attendance and engagement (≥75% in 2024) .
- Alignment: Annual equity grants structured as options (value only if stock appreciates); prohibition on hedging/pledging supports alignment with long-term shareholders .
- Compensation: Cash retainer and chair fee structure is modest relative to equity; 2024 cash $57,500 and option award fair value $309,000 indicate a majority of pay at risk via equity . Year-over-year policy shifts increased base and committee retainers in 2025, but equity remains central .
- Shareholder signals: 2025 re-election support was high in raw votes (18.6M For); Say-on-Pay achieved approval (18.47M For), suggesting broad investor support for ARCT’s compensation practices, which Holmes helps oversee at Board level though not on the Compensation Committee .
- Conflicts/Red Flags: No related-party transactions with directors in 2024; no disclosed legal proceedings; strict insider trading policy mitigates alignment risks; no evidence of option repricing .
- Watch items: Increased director cash retainer in 2025 warrants monitoring of cash/equity mix trends; continued scrutiny of committee effectiveness given evolving Board leadership (Chair transition in 2025) .