Terry Rosen
About Terry J. Rosen
Terry J. Rosen, Ph.D., age 66, is an independent Class II director at IDEAYA and has served on the board since January 2016; he became Chair of the Board in June 2023. He is a career biopharma executive and scientist, currently the CEO and a director of Arcus Biosciences; education includes a Ph.D. in Chemistry from UC Berkeley and a B.S. in Chemistry from the University of Michigan .
Profile Snapshot
| Item | Detail |
|---|---|
| Age | 66 |
| IDEAYA Board Service Start | 2016 |
| Chair of the Board Since | June 2023 |
| Independence | Independent (Nasdaq standards) |
| Education | Ph.D. Chemistry (UC Berkeley); B.S. Chemistry (University of Michigan) |
| Current External Role | CEO & Director, Arcus Biosciences (since Apr/May 2015) |
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcus Biosciences | Chief Executive Officer; Director | CEO since May 2015; Director since April 2015 | General management, business development experience |
| PACT Pharma | Chief Executive Officer | Nov 2016–Dec 2017 | Company leadership |
| FLX Bio | Chief Executive Officer | April 2015 (briefly) | Company leadership |
| Flexus Biosciences | Co‑founder; Chief Executive Officer | Oct 2013–Apr 2015 (acquired by BMS) | Founder/CEO; transaction execution |
| Amgen | Vice President, Therapeutic Discovery | Nov 2011–Jan 2013; at Amgen Aug 2004–Jan 2013 | R&D leadership |
| Tularik (acquired by Amgen) | Various roles | Oct 1993–Aug 2004 | Discovery leadership |
| Pfizer (Central Research) | Research roles | Dec 1987–Sep 1993 | Research |
| Abbott Laboratories | Research roles | Jul 1985–Dec 1987 | Research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcus Biosciences | Chief Executive Officer; Director | CEO since May 2015; Director since April 2015 | Public company governance; oncology strategy |
Board Governance
- Independence and leadership: IDEAYA’s board has a majority of independent directors; Rosen is independent and serves as Chair, presiding over executive sessions and acting as liaison between management and the Board .
- Committee memberships and chair roles: Rosen is a member of the Compensation Committee and serves as Chair of the Nominating and Corporate Governance Committee; he is not on the Audit Committee .
- Attendance and engagement: In 2024, the Board met five times; Audit four, Compensation five, Nominating & Governance two. Each director attended at least 75% of their meetings and all directors attended the 2024 annual meeting .
Committee Assignments (Rosen)
| Committee | Member | Chair |
|---|---|---|
| Audit | No | No |
| Compensation | Yes | No (Chair is Dr. Stein) |
| Nominating & Corporate Governance | Yes | Yes |
2024 Board/Committee Meetings and Attendance
| Body | Meetings in 2024 | Attendance Disclosure |
|---|---|---|
| Board of Directors | 5 | Each director ≥75% attendance; all attended 2024 annual meeting |
| Audit Committee | 4 | Each director ≥75% attendance |
| Compensation Committee | 5 | Each director ≥75% attendance |
| Nominating & Corporate Governance Committee | 2 | Each director ≥75% attendance |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees Earned (Rosen) | $87,500 | Comprised of: annual retainer $40,000; Chair add $30,000; N&CG Chair $10,000; Compensation Committee member $7,500 |
| 2024 Director Cash Program | $40,000 annual retainer; $30,000 Chair retainer; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; N&CG Chair $10,000; N&CG member $5,000 | |
| Program changes effective Jan 1, 2025 | Annual retainer increased to $45,000; Chair retainer to $35,000 |
Performance Compensation
| Equity Element | Detail | Vesting | 2024 Value/Quantity |
|---|---|---|---|
| Annual Director Option Grant (Program) | Option to purchase 16,200 shares annually | Vests by next annual meeting or first anniversary, subject to service | Program feature |
| Initial Director Option Grant (Program) | Option to purchase 32,400 shares at board entry | Vests in equal monthly installments over 3 years | Program feature |
| 2024 Option Award (Rosen) | Grant date fair value | Per ASC 718 | $407,668 |
| Options Outstanding (Rosen, 12/31/2024) | Aggregate options | — | 76,400 shares |
Equity awards are service‑based stock options; no director PSUs/RSUs or performance metrics tied to director equity were disclosed .
Other Directorships & Interlocks
| Company | Relationship to IDEAYA | Interlock/Transaction |
|---|---|---|
| Arcus Biosciences (Public) | Rosen is CEO and Director | No related‑party transactions with IDEAYA disclosed under Item 404; Audit Committee reviews any related person transactions per policy . |
- Compensation Committee Interlocks: The Compensation Committee (including Rosen) had no interlocks or insider participation requiring Item 404 disclosure in 2024 .
- Related‑party transaction policy: Board‑adopted policy requires Audit Committee review; transactions >$120k with related persons considered for arm’s‑length terms .
Expertise & Qualifications
- Deep biopharma operating experience across discovery, development, and business development at Flexus, Amgen, Tularik, Pfizer, Abbott; current CEO of Arcus .
- Scientific credentials: Ph.D. Chemistry (UC Berkeley) and B.S. Chemistry (University of Michigan), aligning with IDEAYA’s oncology focus .
- Governance credentials: Public company board experience; currently IDEAYA Chair and N&CG Chair, Compensation Committee member .
Equity Ownership
| Holder | Shares Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Terry J. Rosen, Ph.D. | 8,173 | 60,200 | 68,373 | <1% of 87,565,252 shares outstanding |
- Anti‑hedging and pledging: IDEAYA prohibits hedging and pledging, including margin accounts; applies to directors and immediate households .
- Clawback: Company maintains a policy for recovery of erroneously awarded compensation (restatement‑related) .
Governance Assessment
- Board effectiveness: Rosen’s roles as independent Chair and N&CG Chair strengthen oversight and succession planning; independent directors hold executive sessions without management .
- Engagement: 2024 attendance thresholds met; all directors attended annual meeting, supporting active oversight .
- Pay mix and alignment: Rosen’s director pay is predominantly equity via options alongside modest cash retainers, aligning incentives with shareholders .
- Investor confidence signals: 2024 say‑on‑pay support was ~91%, indicating strong shareholder backing of compensation governance .
- Conflicts/related parties: No Item 404 related‑party transactions disclosed; formal related‑party review policy and Audit Committee oversight in place .
- Risk controls: Anti‑hedging/pledging policy and clawback policy reduce misalignment risks and support governance hygiene .
Say‑on‑Pay and Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2024 | ~91% |
Compensation Committee Analysis
- Composition: Independent directors—Stein (Chair), Mackey, Rosen, Yarno .
- Consultant: Aon retained as independent compensation consultant; peer group updated for 2024 benchmarking across pre‑commercial oncology biopharma .
- Independence/Interlocks: No compensation committee interlocks or insider participation requiring disclosure .
RED FLAGS
- Shares pledged: None—pledging prohibited by policy .
- Related‑party transactions: None disclosed under Item 404 for 2024; indemnification agreements standard .
- Option repricing/tax gross‑ups: No option repricing disclosed; no tax gross‑ups provided to executives; clawback policy exists .
Additional Reference Tables
| Director Cash Program Elements (2024) | Amount |
|---|---|
| Annual Retainer | $40,000 |
| Chair Retainer | $30,000 |
| Audit Chair | $20,000 |
| Audit Member | $10,000 |
| Compensation Chair | $15,000 |
| Compensation Member | $7,500 |
| N&CG Chair | $10,000 |
| N&CG Member | $5,000 |
| Director Cash Program (Effective Jan 1, 2025) | Amount |
|---|---|
| Annual Retainer | $45,000 |
| Chair Retainer | $35,000 |