James Barlow
About James Barlow
James Barlow, 66, has served as an independent director of Arcturus Therapeutics Holdings Inc. since May 2018. He is a CPA (inactive) and qualifies as the Board’s Audit Committee financial expert. His background includes senior finance leadership and public-company accounting oversight, with an MAcc and BS in Accounting from Brigham Young University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | Executive Officer (Principal Accounting Officer) | Jan 2002–Mar 2015 | Oversaw financial due diligence, structuring/integration of major M&A (e.g., $3.3B Inamed), spin‑off of Advanced Medical Optics; global reporting/compliance alignment |
| Wynn Oil Company (Parker Hannifin division) | Chief Financial Officer | 2001 | Corporate finance leadership |
| Wynn’s International, Inc. | Treasurer and Controller | 1990–2000 | Treasury, controllership |
| Ford Equipment Leasing Company | Vice President and Controller | 1986–1990 | Controller leadership |
| Deloitte Haskins and Sells | Accountant | 1983–1985 | Early-career public accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NAHS Holding, Inc. (ESOP) | Board Director | Current | Company affiliates provide post‑acute, subacute, rehab, skilled nursing services (U.S.) |
- Other current public-company directorships: none disclosed in the proxy .
Board Governance
- Independence: The Board determined Barlow is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee chair; members: Barlow (Chair), Holmes, Markels; Barlow is the Audit Committee financial expert .
- Compensation Committee member; members: Marquet (Chair), Marantz, Barlow .
- Attendance: In 2024, the Board held six meetings; each director attended at least 75% of Board and assigned committee meetings; Audit (6), Compensation (4), Nominating & Corporate Governance (2) .
- Audit Committee scope includes oversight of financial reporting, internal controls, related‑party transactions, and cybersecurity risk management .
Fixed Compensation
- Barlow’s non‑employee director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $57,500 | $65,000 |
| Option Awards ($) | $273,000 | $309,000 |
| Total ($) | $330,500 | $374,000 |
- Cash retainer schedule (2024 policy):
| Role | Annual Amount ($) |
|---|---|
| Board service | $50,000 |
| Audit Committee member | $10,000 |
| Compensation Committee member | $10,000 |
| Nominating & Corporate Governance Committee member | $5,000 |
| Chairman of the Board (additional) | $35,000 |
| Audit Committee chair (additional) | $10,000 |
| Compensation Committee chair (additional) | $10,000 |
| Nominating & Corporate Governance Committee chair (additional) | $5,000 |
- Meeting fees: none disclosed; compensation is via annual retainers and equity .
Performance Compensation
- Director equity grant design:
| Grant Type | Shares | Vesting | Notes |
|---|---|---|---|
| Annual equity grant | 15,000 options | Vests monthly over one year | Applies to all non‑employee directors; new directors get prorated annual grants |
| Inaugural equity grant | 15,000 options | Vests monthly over two years | Granted upon joining the Board |
- Prior design (2023): Annual grant included 11,622 options plus 3,378 deferred stock units (DSUs), vesting over one year; design later simplified to options‑only in 2024 .
- Performance metrics tied to director compensation: none disclosed; director equity awards are time‑based stock options (no TSR/financial targets) .
Other Directorships & Interlocks
- Compensation Committee interlocks: none; no insider participation; no cross‑director compensation interlocks with other issuers .
- Shared directorships with competitors/suppliers/customers: none disclosed .
Expertise & Qualifications
- Audit Committee financial expert; financial sophistication under SEC/Nasdaq standards .
- CPA (inactive); extensive experience in financial planning, reporting, treasury, investor relations, M&A integration .
- Senior finance leadership in life sciences; familiarity with complex transactions and controls .
Equity Ownership
| As of Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| April 8, 2025 | 129,369 | <1% | Includes shares issuable upon exercise of options exercisable within 60 days |
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of Company stock by directors .
Governance Assessment
- Strengths:
- Independence and deep finance/accounting credentials; serves as Audit Chair and financial expert, enhancing oversight of reporting, controls, and cybersecurity .
- Active committee roles (Audit Chair, Compensation member) signal engagement with risk, pay, and governance frameworks (e.g., related‑party policy, pay risk monitoring) .
- No related‑party transactions involving directors/executives >$120,000 in 2024; clean interlock disclosure .
- Clawback policy adopted per Nasdaq rules; equity plans prohibit option repricing without stockholder approval—shareholder‑friendly safeguards .
- Say‑on‑pay support improved to ~94.9% in 2024, indicating constructive shareholder sentiment toward compensation oversight .
- Watch items:
- Cash and option award values for directors increased year‑over‑year for Barlow (cash +$7,500; options +$36,000); while typical for evolving scope, investors should monitor linkage to workload (e.g., audit/cyber risk, auditor transition) .
- Attendance disclosure is at a threshold level (≥75% for all directors); individual attendance granularity not provided .
- Red flags: None apparent—no legal proceedings requiring disclosure; no hedging/pledging; no RPTs; no option repricings; compensation committee uses independent consultant (F.W. Cook) .
Compensation Committee Analysis
- Composition: Independent directors—Marquet (Chair), Marantz, Barlow; four meetings in 2024 .
- Practices: Pay‑for‑performance focus; options as long‑term incentives; mitigation of undue risk; independent compensation consultant (F.W. Cook) engaged; no option repricing without stockholder approval; clawback policy in place .
- Interlocks: None; no executive officer cross‑service on other boards’ compensation committees .
Say‑On‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2023 | ~72.4% |
| 2024 | ~94.9% |
- Frequency: Stockholders selected “One Year” in 2022; Company seeks annual say‑on‑pay votes and conducts outreach to major shareholders .
Related Party Transactions
- Policy: Audit Committee reviews and approves related‑party transactions; considers materiality, ordinary course, arm’s‑length terms .
- 2024 activity: No transactions >$120,000 involving directors/executives/5% holders or their immediate family members, other than compensation arrangements .
Risk Indicators & Red Flags
- Legal proceedings/SEC investigations: none disclosed for directors .
- Hedging/pledging: prohibited by policy .
- Option repricing: prohibited without stockholder approval .
- Auditor change: Transition from E&Y to Deloitte in April 2024 following competitive process aimed at G&A cost reduction; no disagreements/reportable events—Audit Committee oversight relevant .
Expertise & Qualifications
- Education: BS Accounting (magna cum laude), MAcc (high distinction), Brigham Young University; CPA (inactive) .
- Technical competencies: Financial planning/reporting, M&A diligence/integration, treasury/investor relations; public-accounting experience .
Equity Ownership & Alignment
- Beneficial ownership: 129,369 shares (<1%), comprised of options exercisable within 60 days (indicating option‑heavy exposure over outright share ownership) .
- Ownership guidelines: Not disclosed for directors; insider policy restricts hedging/pledging, supporting alignment .
Employment & Contracts (Director)
- Equity acceleration: Options held by officers and certain directors may accelerate upon certain change‑of‑control scenarios; post‑termination exercise windows typically 90 days or up to 36 months depending award terms .
- Severance for directors: Not disclosed; acceleration language pertains to options .
Performance & Track Record
- Board‑level outcomes relevant to Audit Chair role: successful auditor transition, enhanced cybersecurity oversight defined in committee charter; directors met ≥75% attendance threshold .
Other Notes (Company Governance Context)
- ESG policy: Company plans to adopt a formal ESG Policy; currently addresses human capital management and governance constructs in practice .
Implications: Barlow’s independence, audit leadership, and accounting depth strengthen board effectiveness in financial oversight and risk management. The absence of RPTs and robust policies (clawback, anti‑hedging/pledging, no repricing) support investor confidence. Investors may monitor the rising director pay mix versus committee workload and evolving cyber/audit demands, but no material conflicts or red flags are apparent based on disclosed information .