Bhaskar Chaudhuri
About Bhaskar Chaudhuri
Bhaskar Chaudhuri, Ph.D. (age 69) is a co‑founder of Arcutis and has served on the Board since 2016; he has chaired the Compensation Committee since 2020. His background spans senior operating roles in dermatology-focused pharma, including President of Valeant (now Bausch Health), CEO of Dow Pharmaceutical Sciences, EVP Scientific Affairs at Bertek/Mylan, and R&D leadership at Penederm; he holds a B.S. and M.S. in Pharmacy (Jadavpur University) and a Ph.D. in Pharmaceutics (University of Louisiana) . He is independent under Nasdaq rules and brings deep dermatology, executive management, and commercialization expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Life Sciences | Senior Advisor | Jan 2023–present | Advisory role to life sciences investor |
| Frazier Healthcare Ventures | Operating Partner | Jun 2011–Jan 2023 | Portfolio operating support |
| Valeant (Bausch Health) | President | Jan 2009–Sep 2010 | Led operations post-acquisition of Dow |
| Dow Pharmaceutical Sciences | President & CEO; Director | 2003–2008 | Built dermatology franchise; sold to Valeant |
| Bertek (Mylan subsidiary) | EVP, Scientific Affairs | Sep 2000–Mar 2002 | R&D leadership |
| Mylan Dermatology Division | General Manager | Sep 1998–Aug 2000 | Division management |
| Penederm, Inc. | Senior roles → VP R&D | 1992–1998 | Product development in dermatology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tarsus Pharmaceuticals, Inc. | Director | Current | Not disclosed |
| Teligent, Inc. | Director | Prior | Not disclosed |
| Corium International, Inc. | Director | Prior | Not disclosed |
| Johns Hopkins Berman Institute of Bioethics | Advisory Board | Current | Bioethics advisory |
Board Governance
- Board classification: Class II director; term expiring at the 2025 Annual Meeting, nominated for reelection to a term expiring at the 2028 Annual Meeting; director since 2016; age 69 .
- Independence: Board determined 8 of 9 directors independent; Compensation Committee comprised entirely of independent directors under Nasdaq/SEC rules .
- Committee roles: Chair, Compensation Committee; current members are Chaudhuri (Chair), Patrick Heron, and Keith Leonard .
- Attendance and engagement: 2024 Board met 5 times; Compensation Committee met 5 times; Dr. Chaudhuri attended 100% of Board and committee meetings; 8 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Board chair transition: Keith Leonard succeeded Patrick Heron as Board Chair effective Nov 4, 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly, pro‑rated for partial service |
| Compensation Committee Chair fee | $15,000 | Additional annual retainer |
| Compensation Committee member fee | $7,500 | Additional annual retainer (if not chair) |
| Travel/expense reimbursement | Actuals reimbursed | Reasonable expenses for meetings |
| 2024 Director Compensation (Chaudhuri) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Option Awards (grant-date fair value) | $162,500 |
| Stock Awards (RSUs; grant-date fair value) | $87,500 |
| All Other Compensation | — |
| Total | $315,000 |
Performance Compensation
| Equity Component | Grant Value | Vesting | Change-of-Control | Deferral |
|---|---|---|---|---|
| Annual Director Options | $162,500 (65% of $250k) | Annual grants vest in full by first anniversary or immediately before next annual meeting, subject to service | All outstanding unvested director awards vest in full immediately prior to consummation of a change in control | N/A |
| Annual Director RSUs | $87,500 (35% of $250k) | Same schedule as options; service-based | Same as above | Directors may elect to defer RSU share delivery |
| Initial Director Options (on first appointment) | $500,000 | Vest 1/3 annually over 3 years, service-based | Same as above | N/A |
- No performance metrics (e.g., revenue, EBITDA, TSR) are tied to non‑employee director equity; vesting is time‑based .
- Compensation Committee oversees clawback policy for officers and compliance with compensation regulatory requirements; consultant independence assessed (Pay Governance LLC) and deemed conflict‑free .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Frazier Life Sciences VIII, L.P. | 5%+ shareholder | Beneficially owns 7.4% of ARQT; affiliated with director Patrick Heron |
| Frazier Life Sciences | Advisory role | Dr. Chaudhuri is Senior Advisor since Jan 2023 |
| Follow‑on offering participation | Transaction | Frazier Life Sciences VIII purchased 21,052 shares in Mar 2024 at $9.50, same terms as other purchasers; not pursuant to pre‑existing rights |
Potential interlock consideration: Dr. Chaudhuri’s advisory role at Frazier Life Sciences coincides with Frazier Life Sciences VIII being a significant ARQT shareholder; however, the Compensation Committee (which he chairs) is comprised solely of independent directors and uses an independent consultant, with independence reviewed and no conflicts identified .
Expertise & Qualifications
- Domain expertise: Dermatology; Executive management; Product commercialization .
- Education: B.S. & M.S. in Pharmacy (Jadavpur University); Ph.D. in Pharmaceutics (University of Louisiana) .
- Prior public company executive leadership: President (Valeant/Bausch Health) .
- Board skills overview classification indicates Executive Management, Dermatology, Commercialization experience .
Equity Ownership
| As of | Common Shares | Options Exercisable ≤60 days | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Apr 15, 2025 | 900,059 | 37,191 | 937,250 | <1% (indicated with “*”) |
| Outstanding as of Dec 31, 2024 | Shares Subject to Outstanding Options | Restricted Stock Units |
|---|---|---|
| Dr. Chaudhuri | 188,424 | 10,139 |
- Pledging/hedging: Company policy prohibits pledging and hedging unless specifically approved by compliance; no pledging reported .
- Stock ownership guidelines: Company maintains guidelines for non‑employee directors; specific multiple/threshold not disclosed for individual directors .
Governance Assessment
-
Strengths
- Independent director with 100% attendance in 2024; active committee leadership (Compensation Chair) .
- Deep dermatology and commercialization expertise; relevant operating track record in pharma .
- Robust compensation governance: independent consultant (Pay Governance) with independence confirmed; clawback policy compliant with Exchange Act §10D/Nasdaq; no hedging/pledging permitted .
- Director equity is time‑based (aligns retention), with change‑of‑control double‑trigger approach used for executives and full acceleration for directors’ unvested awards at closing (standardized disclosure) .
-
Watchouts / RED FLAGS to monitor
- Frazier nexus: Senior Advisor role at Frazier Life Sciences while a Frazier fund (affiliated with another director) holds 7.4% and participates in offerings; though committee independence is affirmed, investors may monitor for potential perceived influence in compensation or strategic decisions .
- High option exposure for directors (time‑based, not performance‑based) may dilute if grants are sizable; Chaudhuri held 188,424 options and 10,139 RSUs outstanding as of year‑end 2024 .
-
Shareholder sentiment (Say‑on‑Pay)
- 2024 advisory vote approved: For 56,906,215; Against 26,716,602; Abstain 55,142; Broker Non‑Votes 12,428,038 .
Appendix: Board & Committee Activity (2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Directors | 5 | 100% for each director |
| Audit Committee | 5 | 100% |
| Compensation Committee | 5 | 100% |
| Nominating & Corporate Governance Committee | 3 | 100% |