Halley E. Gilbert

About Halley E. Gilbert

Halley E. Gilbert, 55, has served as an independent director of Arcutis Biotherapeutics (ARQT) since May 2020 and is a member of the Audit Committee; she is deemed an audit committee financial expert by the Board and meets Nasdaq independence standards . She is currently Chief Legal Officer of CARGO Therapeutics and previously held senior legal, corporate development, and operating roles at NeoGenomics (CLO, 2021–2022), Invivyd/Adagio (COO, 2020–2021), and Ironwood Pharmaceuticals (2008–2020), after earlier legal roles at Cubist, Genzyme, and Skadden Arps; she holds a B.A. from Tufts and a J.D. from Northwestern .

Past Roles

External Roles

Board Governance

• Board class/term: Class I director; current term expires at the 2027 annual meeting .
• Committee assignment: Audit Committee member; designated audit committee financial expert (with Lin and Krishnamohan); committee meets heightened independence standards .
• Independence: Board determined 8 of 9 directors independent; independent directors meet in regular executive sessions .
• Attendance: In 2024, Board met 5 times; Audit 5; Compensation 5; Nominating & Governance 3; each director attended 100% of Board and committee meetings on which they served .
• Director election (2024): Votes for Halley Gilbert—75,828,706 For; 7,849,253 Withheld; 12,428,038 Broker non-votes .

Fixed Compensation

• Program structure (non‑employee directors): Annual base retainer $50,000; additional annual retainers—Board Chair $35,000, Audit Chair $20,000, Compensation Chair $15,000, Nominating Chair $10,000; Audit Member $10,000, Compensation Member $7,500, Nominating Member $5,000; initial option grant upon appointment $500,000 grant date fair value; annual equity $250,000 (65% options, 35% RSUs); equity vests time‑based; annual RSUs vest before next AGM; all outstanding/unvested director awards vest upon change in control .
• Gilbert’s 2024 compensation: Cash fees $60,000 (base + Audit Committee member); option awards $162,500; stock awards (RSUs) $87,500; total $310,000 .

Performance Compensation

• Performance metrics tied to director pay: None disclosed; director equity awards are time‑based vesting (options and RSUs per program) .

Other Directorships & Interlocks

• Current public boards: Vaxcyte (Chair NCG; Audit member) and CytomX (Chair NCG; Audit member) .
• Prior boards: Dermira and Achaogen .
• Compensation committee interlocks: Company disclosure indicates no compensation committee interlocks; none of ARQT’s executives served on other boards’ compensation committees with reciprocal overlap in 2024 .
• Related party transactions: On appointment (2020), company disclosed no transactions reportable under Item 404(a) for Gilbert .

Expertise & Qualifications

• Legal/compliance and public company governance expertise; recognized in Board skills matrix .
• Finance and accounting expertise; designated audit committee financial expert .
• Dermatology industry exposure and commercialization experience (through Ironwood and roles noted) .
• Education: B.A., Tufts; J.D., Northwestern University School of Law .

Equity Ownership

• Beneficial ownership (as of April 15, 2025): 4,312 common shares; 27,052 options exercisable within 60 days; 10,139 RSUs vesting within 60 days; 4,375 RSUs fully vested and deferred until separation/change‑in‑control per election .

• Hedging/pledging: Company policy prohibits hedging and pledging without compliance approval; applies to directors .
• Director equity grant vesting (program): Annual RSUs vest before next AGM; initial option grants vest over 3 years; annual options vest time‑based .

Governance Assessment

• Strengths

  • Independence and audit depth: Independent director; Audit Committee member and designated financial expert—supports robust financial oversight .
  • Attendance and engagement: 100% attendance across Board and committee meetings in 2024; suggests high engagement .
  • Shareholder signals: Strong “For” vote in 2024 director election (75.8M For vs 7.8M Withheld); executive say‑on‑pay passed (56.9M For vs 26.7M Against), indicating overall investor support amid growth initiatives .
  • Clear director pay structure: Cash retainer + committee fees with balanced equity mix (options/RSUs) and time‑based vesting; no performance “gaming” risk for directors .

• Watch‑items

  • Time commitments: Concurrent role as Chief Legal Officer at CARGO and service on two public boards may increase bandwidth demands; Board and committee attendance remained 100% in 2024, mitigating immediate concern .
  • Related parties: No Gilbert‑specific related party transactions disclosed; continue monitoring 8‑Ks for changes .
  • Pledging/hedging: Company prohibits; monitor compliance and any approved exceptions (none disclosed) .

• Compensation governance

  • Compensation Committee independence and use of independent consultant (Pay Governance) with no conflicts; supports pay governance quality .
  • Option exchange program in 2024 excluded non‑employee directors (limited to employees/consultants), reducing director‑level dilution/alignment concerns .

Appendix: Board Activity and Committee Structure

Note: Director compensation program details and vesting schedules per Non‑Employee Director Compensation Program; equity grants for directors are time‑based; change‑in‑control accelerates unvested director awards .