Peter Farrell
About Peter Farrell
Peter C. Farrell, age 82, has served on ARCT’s board since May 2018 and was Chairman until July 1, 2025, after which he continues as a director. He founded and serves as Chairman of ResMed (NYSE:RMD), previously led Baxter Healthcare R&D in Tokyo, and holds engineering degrees from the University of Sydney and MIT, as well as a PhD in bioengineering (University of Washington) and a DSc from UNSW; he is nominated for re‑election based on extensive healthcare leadership credentials . ARCT’s board deems Farrell independent under Nasdaq rules; he is not listed on any of ARCT’s standing board committees and had at least 75% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of New South Wales (UNSW) Graduate School for Biomedical Engineering | Foundation Director | 1978–1989 | Academic leadership; program development |
| Baxter Healthcare (Tokyo) | Vice President of Research & Development | 1984–1989 | Led R&D; global operations experience |
| Harvard Medical School, Division of Sleep Medicine | Executive Council; Vice Chair; Chair | Exec Council 1998; Vice Chair 2000–2010; Chair 2010–2013 | Governance of sleep medicine; academic-clinical interface |
| NuVasive, Inc. | Director (prior) | Not disclosed | Board oversight at spine surgical company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. (NYSE:RMD) | Founder; Chairman; Director | Chairman/director since 1989 | Long-tenured chair; industry leadership in sleep technology |
| Evolus, Inc. (NASDAQ:EOLS) | Director | Since July 2019 | Aesthetic medicine board experience |
| The Scripps Research Institute | Board of Trustees | Not disclosed | Scientific governance; research oversight |
| WaveGuide (Boston-based POC NMR diagnostics) | Chairman | Not disclosed | Early-stage diagnostics governance |
| UCSD Jacobs School of Engineering | Advisory; 2012 Gordon Fellow | 2012 recognition; ongoing advisory | Academic-industry collaboration |
| UCSD Rady School of Management | Advisory | Not disclosed | Business school advisory |
| MIT Dean of Engineering’s Advisory Council | Advisory | Not disclosed | Engineering education advisory |
Board Governance
- Independence: Board determined Farrell is independent (one of seven independent directors of nine total) under Nasdaq rules .
- Chair transition: He was Chairman until July 1, 2025; Dr. Moncef Slaoui became Chairman thereafter .
- Attendance and meetings: Board held six meetings in 2024; each director attended at least 75% of board and committee meetings . Committee meetings in 2024: Audit (6), Compensation (4), Nominating & Governance (2) .
- Committee memberships: Audit—Barlow (Chair), Holmes, Markels; Compensation—Marquet (Chair), Marantz, Barlow; Nominating & Governance—Holmes (Chair), Marantz, Markels; Farrell is not listed on any committee .
- Hedging/pledging: Insider Trading Policy prohibits hedging, pledging, short sales, and derivatives for employees and directors .
- Related-party oversight: Audit Committee reviews related person transactions; none >$120,000 involving directors/executives were reported for 2024 .
Fixed Compensation
| Component | Amount/Detail | 2024 Farrell Actual |
|---|---|---|
| Board annual cash retainer | $50,000 | |
| Committee membership retainers | Compensation: $10,000; Audit: $10,000; Nominating & Governance: $5,000 | |
| Chair premiums | Board Chairman: $35,000; Compensation Chair: $10,000; Nominating & Governance Chair: $5,000; Audit Chair: $10,000 | |
| Fees earned in cash (reported) | — | $65,000 |
| Observation | Policy indicates an additional $35,000 for Board Chairman; proxy reports $65,000 cash fees for Farrell in 2024 without a breakdown. The filing does not explain the variance (e.g., proration) . |
Performance Compensation
| Equity Type | Grant Policy | 2024 Farrell Reported | Vesting |
|---|---|---|---|
| Annual director option grant | Option to purchase 15,000 shares; new directors prorated | Option Awards fair value: $309,000 | Monthly over one year from grant date |
| Inaugural director option grant | Option to purchase 15,000 shares | — | Monthly over two years from grant date |
| Equity vehicle mix | Stock options only (no RSUs/PSUs disclosed for directors) | — | Time-based vesting; no performance metrics disclosed |
No director-specific performance metrics (revenue growth, EBITDA, TSR, ESG) are disclosed for determining director equity or cash fees; awards are time-based options to align with shareholder value creation via stock appreciation .
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Potential Interlock/Exposure |
|---|---|---|---|---|
| ResMed Inc. (NYSE:RMD) | Medical devices (sleep/respiratory) | Founder; Chairman; Director | Since 1989 | No ARCT related party transactions disclosed; monitor for supplier/customer overlaps |
| Evolus, Inc. (NASDAQ:EOLS) | Aesthetics | Director | Since July 2019 | No ARCT related party transactions disclosed |
| NuVasive, Inc. | Spine surgery devices | Director (prior) | Not disclosed | Prior role; no active interlock with ARCT disclosed |
Expertise & Qualifications
- Degrees: B.E. (Hons) Chemical Engineering—University of Sydney; S.M. Chemical Engineering—MIT; PhD Bioengineering—University of Washington; DSc—UNSW .
- Recognitions: Fellow/honorary fellow of professional bodies including U.S. National Academy of Engineering; multiple Entrepreneur of the Year awards (1998, 2001, 2005); UCSD Gordon Fellow (2012) .
- Domain expertise: Sleep medicine leadership; biomedical engineering; global R&D management; healthcare corporate governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Peter C. Farrell | 214,934 | <1% | Includes 214,934 shares issuable upon exercise of options exercisable within 60 days of April 8, 2025 |
- Section 16 compliance: ARCT believes all officers, directors, and 10% holders complied with Section 16(a) reporting in 2024 .
- Hedging/pledging: Prohibited for directors under ARCT policy, improving alignment (no hedging/pledging allowed) .
Governance Assessment
- Strengths:
- Independence affirmed; not on management-led committees; strong attendance and active board schedule (six meetings) .
- Robust director equity alignment via options; hedging and pledging prohibited, reducing misalignment risk .
- No related-party transactions involving directors in 2024; audit committee oversees any related person transactions .
- Say-on-pay support was high in 2024 (94.9%), signaling broader investor alignment with compensation practices .
- Considerations:
- Chair transition (to Dr. Slaoui on July 1, 2025) introduces leadership change; continuity risk mitigated by committee structures and independent majority .
- Cash fee reporting for Farrell ($65,000) appears below the policy’s chairman premium indication; proxy lacks breakdown—monitor for potential policy changes or proration clarity in future filings (not a finding of noncompliance) .
- Red flags: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or legal proceedings for directors; company states no required legal proceeding disclosures for directors/officers .