Sunil Agarwal
About Sunil Agarwal, M.D.
Independent Class II director at Arvinas since June 2023; age 55. Trained pediatric physician-scientist and biopharma R&D leader with prior EVP/CMO roles; B.S. in neurobiology (Cornell) and M.D. (Tufts). He led approvals of multiple Genentech therapies (RITUXAN, ACTEMRA, LUCENTIS, XOLAIR), and currently serves as chair of Arvinas’ Science & Technology Committee and member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sana Biotechnology | EVP, Head of Development & CMO (later strategic advisor) | Aug 2018–early 2024 | Onboarded senior leaders; transitioned R&D organization |
| Juno Therapeutics | President, R&D | Apr 2017–Aug 2018 | Led cell therapy R&D |
| Sofinnova | Partner | Prior to Ultragenyx/Genentech | Biotech investment role |
| Ultragenyx | EVP & CMO | Prior tenure (date not specified) | Led clinical dev., regulatory, biometrics, PV, medical affairs, pharmacology, tox |
| Genentech | SVP & Global Head of Clinical Development (multi-TA) | >10 years | Led approvals for RITUXAN, ACTEMRA, LUCENTIS, XOLAIR |
| MedImmune; Guilford Pharmaceuticals | Development & Medical Affairs leadership | Earlier career | Led formation of Guilford’s Medical Affairs Organization |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Astria Therapeutics, Inc. | Director | Current | Public company board |
| MyoKardia, Inc. | Director | Prior | Company acquired by Bristol-Myers Squibb |
| Calithera Biosciences, Inc. | Director | Prior | Public company board |
Board Governance
- Independence: Board determined Dr. Agarwal is an independent director under Nasdaq rules (March 2025 review) .
- Committees: Chair, Science & Technology Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, each current director attended ≥75% of combined board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Meeting frequency (2024): Board 5 meetings; Nominating & Corporate Governance 4; Science & Technology 2 .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| 2024 Cash Fees (actual) | $62,953 | Fees earned or paid in cash to Sunil Agarwal for 2024 |
| Board retainer (program) | $45,000 annual | Non-employee member |
| Lead Independent Director premium (program) | $30,000 annual | Not applicable to Agarwal unless serving as Lead ID |
| Committee member fees (program) | Audit $10,000; Compensation $7,500; Nominating $5,000; Science & Technology $7,500 | Annual fees per committee membership |
| Committee chair incremental (program) | Audit +$10,000; Compensation +$7,500; Nominating +$5,000; Science & Technology +$7,500 | Incremental to member fee |
Director cash program amended in May 2024 based on Aon benchmarking; fees paid quarterly in arrears and prorated for partial service .
Performance Compensation
| 2024 Director Equity (grant-date fair value) | Amount | Vesting |
|---|---|---|
| RSUs | $200,189 | Annual RSU vests in full on the earlier of first anniversary or first board meeting after next annual meeting |
| Stock options | $199,976 | Annual option vests on same schedule; exercise price at grant-date FMV |
- Annual director equity program: $375,000 aggregate grant-date fair value, 2/3 options and 1/3 RSUs; vests in full on earlier of first anniversary or first board meeting after next annual meeting; options at FMV .
- Initial director equity (upon first election): $750,000 aggregate grant-date fair value (2/3 options, 1/3 RSUs); options vest monthly over 36 months, RSUs vest annually over three years; full acceleration upon change in control .
Other Directorships & Interlocks
- No related-party transactions disclosed involving Dr. Agarwal for 2024–2025; Audit Committee reviews and approves related person transactions per policy .
- Current external board (Astria Therapeutics) is a biopharma company; no disclosed transactions or interlocks with Arvinas’ counterparties .
Expertise & Qualifications
- Technical: Clinical development across ophthalmology, metabolism, neurosciences, immunology, infectious diseases; R&D leadership culminating in multiple global approvals at Genentech .
- Education: B.S. neurobiology (Cornell); M.D. (Tufts); Residency at Children’s National Medical Center; practiced in CNMC Pediatric ED .
- Governance: Science & technology oversight; pipeline and clinical protocol review responsibilities on ARVN board .
Equity Ownership
| As of March 31, 2025 | Shares/Units | Detail |
|---|---|---|
| Total beneficial ownership | 33,655 (<1%) | Less than 1% of outstanding shares (72,983,588) |
| Common shares | 2,747 | Direct ownership |
| RSUs (vest within 60 days) | 5,899 | Will be acquired upon vesting; typical tax withholding applies |
| Options exercisable (within 60 days) | 25,009 | Options currently exercisable |
| RSUs & options outstanding at 12/31/2024 | RSUs: 11,394; Options: 34,018 | Outstanding director awards |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of company stock .
Governance Assessment
- Strengths: Independent status; deep R&D and regulatory leadership; chairs Science & Technology Committee (fit with Arvinas’ clinical-stage focus); satisfactory attendance; standard director compensation structure with time-based equity; no related-party transactions or hedging/pledging risk .
- Considerations: Ownership alignment is modest in absolute terms (<1% beneficial ownership), typical for outside directors; time commitments across external activities should be monitored but no conflicts disclosed .
- Board signals: Say-on-pay support declined to ~75% in 2025 from ~93% in 2024, indicating rising investor scrutiny of pay practices broadly; not director-specific but relevant for governance tone .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 39,539,338 | 13,240,969 | 101,477 | 7,510,892 |
| 2024 | 53,542,107 | 3,886,277 | 22,160 | 3,287,145 |
2025 say-on-pay passed but with lower support vs. 2024 (board attributes NEO pay to performance; annual votes maintained) .
Compensation Peer Group (Committee context)
- Aon engaged as independent consultant; 2024 peer group included 16 later-stage oncology/neurology biopharmas (e.g., Arcus, Arrowhead, Denali, Intellia, Relay, SpringWorks, REGENXBIO, Revolution Medicines, Xencor), used for benchmarking executive and director compensation .
Risk Indicators & Policies
- Clawback: Dodd-Frank Compensation Recovery Policy adopted; applies to current/former executive officers (not directors) for accounting restatements irrespective of misconduct .
- Option repricing prohibited without stockholder approval; no tax gross-ups; hedging/pledging prohibited .
Director Compensation Mix and Vesting Terms (Summary)
- Cash: Board and committee retainers (program detailed above; Agarwal earned $62,953 cash in 2024) .
- Equity: Annual option/RSU grants (time-based vesting; initial grants vest over three years; annual grants vest over one year; options at FMV; change-in-control acceleration for initial director grants) .
No performance-based equity (e.g., PSUs) or director meeting fees disclosed; director equity awards are time-based rather than metric-contingent .
Potential Conflicts or Related-Party Exposure
- None disclosed involving Agarwal; transactions subject to audit committee review under written related person transaction policy with thresholds and conditions; annual review of ongoing transactions .
Notes on Committee Work & Engagement
- Science & Technology Committee remit includes R&D strategy, clinical plans, IP strategy, and pipeline oversight—aligned with Agarwal’s background; committee met twice in 2024 .
- Nominating & Corporate Governance Committee remit includes board composition, leadership structure, succession planning, governance principles, CSR oversight; met four times in 2024 .
Additional Board Changes (context)
- John Young resigned effective June 30, 2025, leaving the Compensation Committee; may impact committee composition but does not affect Agarwal’s roles .
Overall, governance signals for Agarwal are constructive: independence, appropriate committee alignment, and compliance with standard director pay and ownership practices; investor attention to compensation (2025 say-on-pay) warrants continuing engagement by the board .