Sue-Jean Lin
About Sue-Jean Lin
Independent director at Arcutis Biotherapeutics since 2021; age 66; Audit Committee Chair since September 2022 and member of the Nominating & Corporate Governance Committee. Retired in March 2025 from Alcon as SVP, Chief Information & Transformation Officer and Executive Committee member; prior CIO and regional CFO roles at Allergan and CIO at Hill‑Rom. BS Accounting and MBA from the University of Nevada, Reno; core credentials span finance/accounting, information technology, digital transformation, and cybersecurity, and she is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcon | SVP, Chief Information & Transformation Officer; Executive Committee member | Until retirement March 2025; key leadership post‑spinoff (spun from Novartis in 2019) | Built and led global IT; contributed to post‑spinoff success |
| Hill‑Rom | SVP & CIO | 2016–2018 | Developed innovative remote care solutions in acute settings |
| Allergan | Multiple roles incl. SVP & CIO; Regional CFO/VP Finance & Controller for EMEA/APAC | 1989–2015 | Led global IT; regional finance leadership across EMEA/APAC |
External Roles
No current public company directorships disclosed in the proxy. Prior employment leadership roles at Alcon, Hill‑Rom, and Allergan; no external board interlocks noted.
Board Governance
- Board class: Class II; standing for reelection for a term through 2028. Board is 9 members, staggered into three classes.
- Independence: Board determined she is independent under Nasdaq/SEC rules; 8 of 9 directors are independent. Independent directors meet in executive session.
- Committees: Audit (Chair); Nominating & Corporate Governance (member). Audit Committee members (all independent and financial experts): Lin (Chair), Krishnamohan, Gilbert. Nom/Gov members: Lin, Curran (Chair), Welgus.
- Attendance: 100% attendance in 2024 for Board and committee meetings for all directors; Board met 5x, Audit 5x, Compensation 5x, Nom/Gov 3x; 8 directors attended the 2024 annual meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Base Retainer (Director) | $50,000 | Non‑employee director base cash retainer |
| Audit Committee Chair | $20,000 | Chair retainer (chair retainer replaces member retainer) |
| Nominating & Corporate Governance Committee Member | $5,000 | Member retainer |
| Total Cash Earned (2024) | $75,000 | Matches disclosed fees earned |
Performance Compensation
| Grant Type | Grant Value (2024) | Vesting | Change‑of‑Control |
|---|---|---|---|
| Stock Options (Annual Director Grant) | $162,500 | Annual director options; standard vest schedule per program (annual grants vest over one year for RSUs; options per program) | |
| RSUs (Annual Director Grant) | $87,500 | RSUs vest in full by the earlier of the first anniversary of grant or immediately before next annual meeting, subject to service | |
| Total 2024 Equity Grant Value | $250,000 | Program mix: 65% options, 35% RSUs | |
| Equity Acceleration (Directors) | N/A | All outstanding and unvested director equity vests in full immediately prior to consummation of a change in control (single‑trigger on equity) |
Other Directorships & Interlocks
No other public company board service disclosed for Lin; no noted interlocks with Arcutis competitors/suppliers/customers.
Expertise & Qualifications
- Audit committee financial expert; financially literate per SEC/Nasdaq; finance/accounting, IT, cybersecurity, and digital transformation expertise.
- Board skills matrix lists her with finance/accounting expertise and information technology background; gender female.
Equity Ownership
| Metric | Value |
|---|---|
| Shares held of record | 4,612 |
| Options exercisable within 60 days | 27,052 |
| RSUs vesting within 60 days | 10,139 |
| Deferred RSUs (fully vested, delivery deferred) | 4,375 |
| Total beneficial ownership | 46,178 shares; less than 1% of outstanding shares |
| Outstanding options (total) | 76,791 |
Policy alignment:
- Hedging/pledging prohibited for directors unless an exception is approved; no pledging disclosures for Lin.
- Stock ownership guidelines apply to non‑employee directors (specific multiples not disclosed).
Governance Assessment
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Strengths
- Independent director and long‑tenured audit leader; Audit Chair since Sep 2022 with strong finance/IT/cyber credentials; designated audit committee financial expert. This enhances oversight of reporting, controls, and cybersecurity risk.
- 100% meeting attendance in 2024 and participation on two key committees signal high engagement.
- Audit Committee oversees auditor selection, pre‑approval, related‑party transactions, and IT/security programs; EY tenure since 2019; clear pre‑approval policy and independence review.
- Board maintains separate Chair/CEO structure; majority independent; regular executive sessions.
- Company maintains insider hedging/pledging prohibitions; clawback policy for executives; pay‑equity assessment found no systemic issues.
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Watch items / potential investor concerns
- Director equity acceleration is single‑trigger upon change‑of‑control (vests immediately pre‑closing), which some investors view as less aligned than double‑trigger; standard but worth noting.
- 2024 employee option exchange (directors excluded) drew lower overall say‑on‑pay support (~68% in 2024), reflecting broader compensation sentiment; while not a director pay item, governance context matters.
- No disclosed current external public boards; limited potential external information flows but also fewer interlock risks.
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Related party/conflicts
- No related‑party transactions involving Lin disclosed; Audit Committee reviews related‑party transactions per policy.
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Compensation alignment (director)
- Cash retainer modest; equity annual grants with time‑based vesting create alignment via share price exposure; ability to defer RSUs suggests long‑term orientation.
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Signals affecting investor confidence
- Strong audit leadership and expertise, robust attendance, and independence bolster governance quality. The single‑trigger director equity acceleration and prior year say‑on‑pay softness are items to monitor, but directors did not participate in the option exchange, mitigating direct director‑pay concerns.