Howard G. Welgus
About Howard G. Welgus, M.D.
Howard G. Welgus, M.D., age 73, is an independent, Class II director of Arcutis Biotherapeutics, serving since August 2020 and standing for re-election in 2025. He is a board-certified dermatologist with deep R&D and clinical development experience, including senior roles at Pfizer, Nycomed US, Thesan, and Verrica, and previously served as Arcutis’ Chief Medical Officer from April 2017 to July 2020. Dr. Welgus holds an M.D. from Washington University School of Medicine and a B.A. in Biology from Rice University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcutis Biotherapeutics | Chief Medical Officer | Apr 2017 – Jul 2020 | Built clinical programs prior to commercialization |
| Verrica Pharmaceuticals | Chief Medical Officer | Feb 2016 – Jun 2018 | Led development in dermatology indications |
| Thesan Pharmaceuticals | Chief Medical Officer | Sep 2012 – Nov 2016 | CMO overseeing clinical strategy |
| Nycomed US | Chief Medical Officer | May 2009 – Nov 2010 | CMO during dermatology portfolio expansion |
| Pfizer (Ann Arbor) | VP, Head Dermatology & Inflammation Discovery | 1999 – 2009 | Led discovery in key therapeutic areas |
| Washington University | Faculty (Dermatology) | ~17 years | Academic research and training |
External Roles
No current or prior public-company directorships were disclosed for Dr. Welgus in the latest proxy .
Board Governance
- Independence: Board determined 8 of 9 directors are independent; Dr. Welgus is independent (only CEO Watanabe is non-independent) .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Terrie Curran) .
- Attendance: Board met 5x (2024); Audit 5x, Compensation 5x, Nominating 3x; each director attended 100% of their meetings. Eight directors attended the 2024 annual meeting .
- Board leadership: Separate Chair (Keith Leonard) and CEO structure; independent director executive sessions held regularly .
- Skills: Board skills matrix highlights dermatology, commercialization, and executive management experience across directors; Welgus brings dermatology expertise .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $55,000 | Program: $50,000 base retainer + $5,000 Nominating committee member fee |
| Option award grant-date value | $162,500 | Annual Director grant (65% of $250k) |
| RSU award grant-date value | $87,500 | Annual Director grant (35% of $250k) |
| All other compensation | $2,125 | As disclosed (no specific breakdown provided) |
Program structure: Annual $250k director equity split (options 65%, RSUs 35%). Initial director grants: $500k in options (3-year vest). Annual grants: vest fully by next annual meeting or 1 year; unvested director equity vests upon change of control .
Performance Compensation
Directors do not have performance-conditioned equity; awards are time-based per program. No TSR or financial metrics apply to director pay. Vesting terms summarized:
- Initial director options: 3-year annual vest; annual director options/RSUs: 1-year vest or until next annual meeting; full vesting upon change in control .
Other Directorships & Interlocks
- None disclosed for Welgus. Notably, other directors hold external board roles (e.g., Vaxcyte, CytomX) but no disclosed interlocks implicating Welgus with competitors/suppliers/customers .
Expertise & Qualifications
- Board-certified dermatologist; extensive biopharma clinical development leadership (Pfizer, Nycomed, Thesan, Verrica; former Arcutis CMO) .
- Education: M.D., Washington University School of Medicine; B.A., Biology, Rice University .
- Board skills overlay: dermatology and commercialization experience aligned to Arcutis’ focus .
Equity Ownership
| Category | Shares | % of Outstanding |
|---|---|---|
| Common shares held directly | 111,805 | — |
| Options exercisable within 60 days | 27,052 | — |
| RSUs vesting within 60 days | 10,139 | — |
| Total beneficial ownership | 148,996 | ~0.13% (148,996 / 119,199,222) |
- Outstanding director equity: Welgus held 115,859 options and 10,139 RSUs outstanding as of 12/31/2024; 51,400 of his options relate to grants while CMO and continue to vest with board service .
- Anti-hedging/pledging: Company prohibits director hedging and pledging unless approved; no pledging disclosures for Welgus .
- Stock ownership guidelines: Apply to non-employee directors; individual compliance status not disclosed .
Governance Assessment
- Strengths: Independent director with domain expertise; 100% meeting attendance; service on Nominating & Governance (ESG oversight embedded); anti-hedging policy and stock ownership guidelines; clear director pay program structure .
- Pay alignment: Director equity is time-based; annual equity mix consistent with peer practices; cash retainer modest with committee differential .
- Signals/Watch items:
- Prior executive role: Legacy CMO option grants continue to vest contingent on service—a potential alignment positive (skin-in-the-game) but minor independence optics consideration; board affirms independence under Nasdaq rules .
- Say-on-Pay sentiment: 2024 support ~68%, lower than past years, attributed to a one-time option exchange program; management engaged holders of a majority of shares and received support—indirect governance signal on compensation discipline .
- Related-party transactions: None disclosed involving Welgus; board maintains formal related-party policy and Audit Committee oversight .
Overall: Welgus’ dermatology and clinical development background strengthens board effectiveness in Arcutis’ core therapeutic focus. Attendance and committee service reflect engagement. Independence affirmed despite prior CMO tenure; equity holdings support alignment. Monitoring of director equity from legacy executive service and broader shareholder feedback on compensation remains prudent .