Matthew K. Fust
Atara BiotherapeuticsAbout Matthew K. Fust
Matthew K. Fust, 60, has served as an independent director of Atara Biotherapeutics since March 2014. He is an experienced life sciences CFO (Onyx, Jazz, Perlegen, ALZA) and board member, and the Board has designated him an “audit committee financial expert.” He holds a B.A. from the University of Minnesota and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals, Inc. | EVP & Chief Financial Officer | Jan 2009–Oct 2013 (continued as Amgen employee until Jan 2014) | Led finance through acquisition by Amgen in Oct 2013 |
| Jazz Pharmaceuticals, Inc. | Chief Financial Officer | May 2003–Dec 2008 | Senior finance leadership; specialty pharma focus |
| Perlegen Sciences | Chief Financial Officer | 2002–2003 | CFO role at biopharmaceutical firm |
| ALZA Corporation | SVP & Chief Financial Officer | 1996–2002 | Corporate finance leadership at pharmaceutical company |
| Andersen Consulting | Manager, Healthcare Strategy | 1991–1996 | Consulting leadership in healthcare strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crinetics Pharmaceuticals, Inc. | Director | Since Feb 2018 | Current public company directorship |
| Ultragenyx Pharmaceutical, Inc. | Director | Since Jan 2014 | Current public company directorship |
| Neumora Therapeutics, Inc. | Director | Since Dec 2020 | Current public company directorship |
| Sunesis Pharmaceuticals, Inc. | Director (former) | 2005–2017 | Prior public company board service |
| MacroGenics, Inc. | Director (former) | Mar 2014–May 2020 | Prior public company board service |
| Dermira, Inc. | Director (former) | Apr 2014–Feb 2020 | Board service until acquisition by Eli Lilly |
Board Governance
- Committee assignments and leadership: Fust chairs the Audit Committee and is not listed on other standing committees for 2024 . The Board met seven times in 2024 and each director attended at least 75% of Board and committee meetings; non‑employee directors held eight executive sessions .
- Audit Committee responsibilities include oversight of financial reporting, internal controls, cyber risk, and approval of related-party transactions; the Board determined all Audit members are independent and named Fust an “audit committee financial expert” .
- Board structure context: Dr. Pascal Touchon is Chair of the Board and Dr. Carol Gallagher has served as Lead Independent Director since Sept 2024 .
| Committee (2024) | Member | Role | 2024 Meetings |
|---|---|---|---|
| Audit | Matthew K. Fust | Chair | 4 |
| Human Capital | — | — | 5 |
| Nominating & Corporate Governance | — | — | 1 |
| Research & Development | — | — | 0 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $65,000 | Cash paid for Board and committee roles |
| 2024 Stock Awards (RSUs fair value) | $104,100 | Aggregate RSU grant-date fair value per ASC 718 |
| 2024 Total | $169,100 | Sum of cash and equity fair value |
| Cash Retainer Schedule | Amount | Applicability |
|---|---|---|
| Annual Board Service Retainer (Director) | $45,000 | All non‑chair/non‑lead directors |
| Audit Committee Chair Retainer | $20,000 | Committee chair additional cash retainer |
| Audit Committee Member (Non‑Chair) | $10,000 | Committee member cash retainer |
| Human Capital Chair | $15,000 | Chair retainer |
| Human Capital Member | $7,500 | Member retainer |
| Nominating Chair | $10,000 | Chair retainer |
| Nominating Member | $5,000 | Member retainer |
Note: Fust’s $65,000 cash aligns with $45,000 Board retainer plus $20,000 Audit Chair retainer .
Performance Compensation
| Director Equity Program Element | Terms | Vesting | Performance Metrics |
|---|---|---|---|
| Initial Grant (options) | Grant-date fair value $450,000 (rounded to nearest 500 shares) | Vests annually over 3 years | None disclosed (time-based) |
| Annual Grant (options + RSUs) | $300,000 aggregate fair value, 1:1 option-to-RSU ratio | Vests in full at next annual meeting | None disclosed (time-based) |
| Special 2024 Grant | 150,000 RSUs to each then‑serving non‑employee director (policy suspended) | Vests in full at 2025 annual meeting | None disclosed (time-based) |
| Change-in-Control | All options for non‑employee directors vest in full on a change in control | Accelerated vesting | Not performance-linked |
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 3x base pay by Dec 31, 2025 or five years from becoming covered; counts: owned shares at FMV, unvested time‑vested RSUs at 70% of FMV, vested options at 70% of intrinsic value (noting intrinsic value of vested options is currently zero as options are “underwater”) .
- Anti‑hedging/anti‑pledging: Directors are prohibited from short sales, options, hedging, margin, or pledging company stock .
- Clawback Policy: Company maintains an incentive compensation clawback for covered officers; board may delegate determinations to a committee (policy applies to officers, not directors) .
Other Directorships & Interlocks
| Company | Relationship to Atara | Potential Interlock/Conflict Notes |
|---|---|---|
| Ultragenyx Pharmaceutical, Inc. (Director) | Independent third party | Typical biotech ecosystem overlap; no related‑party transactions with Fust disclosed in retrieved sections; all related‑party transactions require Audit Committee approval per policy |
| Crinetics Pharmaceuticals, Inc. (Director) | Independent third party | Same as above |
| Neumora Therapeutics, Inc. (Director) | Independent third party | Same as above |
| Prior boards (Sunesis, MacroGenics, Dermira) | Former roles | Historical service; Dermira acquired by Lilly in Feb 2020 |
Expertise & Qualifications
- Designated audit committee financial expert; strength in Financial/Accounting, Public Company Governance, Executive Leadership, M&A/Transactions, and Healthcare industry/regulatory .
- Board tenure: joined Atara’s Board in 2014 .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Total | Detail |
|---|---|---|---|
| Matthew K. Fust | 11,200 | <1% | 4,360 shares held directly; 6,840 options exercisable within 60 days (as of Mar 14, 2025) |
- RSUs outstanding (as of Dec 31, 2024): Fust had 6,000 RSUs outstanding .
- Shares outstanding used for % calc: 5,924,457 (as of Mar 14, 2025) .
- Hedging/pledging: prohibited for directors under Insider Trading Policy .
- Ownership guidelines: Non‑employee directors 3x base pay; review annually; deemed compliant once met even if equity values or pay later change, subject to sale exceptions .
Governance Assessment
-
Strengths
- Independence and oversight: Audit Committee members are independent; Fust is Audit Chair and an SEC-defined “audit committee financial expert,” enhancing financial reporting and risk oversight .
- Engagement: Board met seven times in 2024; each director attended ≥75% of Board and committee meetings; non‑employee directors held eight executive sessions, indicating active independent oversight .
- Risk controls: Audit Committee oversees cyber risk, legal/regulatory compliance, and related‑party transactions; formal charters and policies (Insider Trading—anti‑hedging/pledging, stock ownership guidelines, clawback policy for officers) reinforce governance .
- Compensation governance: Human Capital Committee uses independent consultant (Pearl Meyer) and evaluates director pay against peer group; independence assessed under Nasdaq rules .
-
Watch items / potential investor confidence signals
- Large time-based equity grant: March 2024 suspension of normal annual grant and issuance of 150,000 RSUs to each then‑serving director is atypical and purely time‑vested—monitor alignment and dilution impact at the 2025 vesting event .
- Ownership alignment: Fust’s beneficial ownership is <1% (11,200 shares); while director ownership guidelines require 3x base pay by Dec 31, 2025, individual compliance status is not disclosed—monitor guideline attainment .
- Multi‑board commitments: Concurrent service on three public company boards (Ultragenyx, Crinetics, Neumora) increases time demands, though attendance thresholds were met in 2024 .
RED FLAGS to monitor: the 2024 one‑time grant of 150,000 RSUs to directors (time‑based vesting), which deviates from the standard program and accelerates equity over one year; assess whether such actions persist or are explained by unique retention/alignment needs .