Arnold Levine
About Arnold Levine
Arnold Levine, Ph.D. (age 85) is a Class II director of PMV Pharmaceuticals, serving since 2013, and a renowned cancer biologist known for co-discovering the p53 tumor suppressor protein . He is Professor Emeritus at The Simons Center for Systems Biology, Institute for Advanced Study (Princeton); prior roles include President of Rockefeller University, and Chair of Molecular Biology at Princeton . He holds a B.A. from Harpur College (SUNY) and a Ph.D. in Microbiology from the University of Pennsylvania; he has been elected to the National Academy of Sciences and the Institute of Medicine and received the inaugural Albany Medical Center Prize (2001) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Institute for Advanced Study (Princeton) | Professor Emeritus, Simons Center for Systems Biology | Since 2011 | Senior scientific leadership |
| Rockefeller University | President | 1998–2002 | Led institutional research strategy |
| Princeton University | Assistant Professor → Professor of Biochemistry; Chair, Dept. of Molecular Biology | 1968–1979; 1984–1996 (Chair) | Oversaw expansion of life sciences programs |
| SUNY Stony Brook School of Medicine | Chair, Department of Microbiology | 1979–1984 | Department leadership |
| National Cancer Advisory Board / NAS & IOM | Chair/Advisor; NAS (1991), IOM (1995) | 1990s | Shaped U.S. science priorities; national recognition |
External Roles
| Entity | Role | Status | Notes |
|---|---|---|---|
| GeneCentric Therapeutics (private) | Board Director | Current | Biomarker company |
| Chugai Pharmabody Research (subsidiary of Chugai) | Scientific Advisory Board | Current | Antibody engineering technologies |
| Adaptive Biotechnologies (Nasdaq: ADPT) | Board Director | Former | Commercial-stage biotech |
| MeiraGTx (Nasdaq: MGTX) | Board Director | Former | Clinical-stage gene therapy |
Board Governance
- Committees: No current committee assignments listed for Dr. Levine in PMVP’s committee matrix (he is not marked as a member of Audit, Compensation, or Nominating & Corporate Governance) .
- Independence: 2024 proxy deemed him not independent due to consulting and SAB compensation exceeding Nasdaq thresholds in the prior three fiscal years . In 2025, the board determined he is independent under Nasdaq rules (six of seven directors, including Levine) .
- Attendance: In 2024, the board met 10 times; in 2025, 7 times. Each director (including Levine) attended at least 75% of aggregate board and committee meetings during the applicable fiscal year .
- Tenure: Director since 2013 (12 years as of the 2025 proxy) .
- 2025 Director election support: Arnold Levine was re-elected as a Class II director with 26,723,192 votes “FOR,” 5,118,916 “WITHHELD,” and 8,760,485 broker non-votes .
- Say-on-Pay 2025: NEO compensation failed to receive stockholder approval (FOR 11,646,401; AGAINST 20,170,398; ABSTAIN 25,309; broker non-votes 8,760,485) – a governance signal the board will need to address .
Fixed Compensation
| Component | Amount/Policy | FY/Effective | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $40,000 | FY2024 | Paid to Levine; no chair fees disclosed for him |
| Committee chair/member fees | Chair: Audit $15,000; Comp $10,000; N&G $8,000; Members: Audit $7,500; Comp $5,000; N&G $4,000 | Policy (2025 proxy) | Levine has no committee roles listed |
| Consulting agreement (related party) | $100,000 annual cash | FY2024 | Separate from director fees; see Related Party section |
- Outside Director Compensation Policy (options): February 2024 policy set initial option 45,000 shares; annual 22,500 shares (time-based vesting; accelerate on CIC) . In April 2025, policy revised upward: initial option 67,000; annual 33,500 (same vesting and CIC acceleration) .
Performance Compensation
| Equity Element | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual option grant | Included in “Option Awards” value of $81,032 for Levine for FY2024 | Annual option vests by next annual meeting or 1 year; FMV exercise price on grant date | Part of the outside director policy; all awards accelerate on change in control |
| One-time special option award | 45,000 options (to each continuing non-employee director) in June 2024 | Vests in equal monthly installments over three years | Incremental to annual grant |
| Director equity policy change | Initial 67,000; Annual 33,500 (options) | Revised April 2025 | Aligns with updated equity strategy/market comp |
No performance metric-based director equity (e.g., PSUs) was disclosed; director equity is time-based options with standard vesting and CIC acceleration .
Other Directorships & Interlocks
| Company | Relationship to PMVP | Possible Conflict Considerations |
|---|---|---|
| GeneCentric Therapeutics (private) | None disclosed | No related-party transaction disclosed with PMVP |
| Chugai Pharmabody Research (SAB) | None disclosed | Advisory role at a third-party; no PMVP transaction disclosed |
| Prior: ADPT, MGTX | None disclosed | Historical external board roles |
Expertise & Qualifications
- Scientific leadership: Co-discoverer of p53; extensive contributions to cancer biology and molecular biology; former President of Rockefeller University; chaired Princeton Molecular Biology .
- National recognition & governance: Member NAS (1991) and IOM (1995); chaired National Cancer Advisory Board; advised on federal AIDS research funding; Albany Medical Center Prize recipient .
Equity Ownership
| Metric | Amount | Detail/Breakdown |
|---|---|---|
| Total beneficial ownership (Apr 8, 2025) | 510,456 shares | 409,842 shares held directly; 100,614 options exercisable within 60 days; “<1%” of outstanding |
| Options outstanding (Dec 31, 2024) | 130,614 options | Outstanding options as of YE 2024 (director-level table) |
| Estimated unexercisable vs. exercisable | ~30,000 unexercisable; 100,614 exercisable | Based on YE 2024 outstanding vs. Apr 2025 within-60-days exercisable |
| Hedging/pledging | Prohibited for directors | Insider trading policy bans hedging and pledging |
Governance Assessment
- Independence and related-party: In 2024, Levine was not independent due to consulting/SAB compensation above Nasdaq thresholds; in 2025, the board deemed him independent as his annual consulting fee stands at $100,000 (under Nasdaq’s $120,000 lookback threshold), though the ongoing consulting arrangement remains a related-party transaction (audit committee oversight) .
- Committee engagement: No committee assignments; limits his formal oversight roles (audit/comp/nominating) despite deep scientific expertise .
- Alignment and pay mix: Director cash is modest ($40,000), with a heavier equity mix via options; April 2025 policy increased initial/annual option sizes, and June 2024 introduced a one-time 45,000 option grant to all continuing directors—raising equity exposure and potential dilution but increasing alignment with shareholders .
- Shareholder signals: 2025 Say-on-Pay failed (significant “AGAINST”), which is a negative governance signal; Levine’s own re-election support was solid (26.7M “FOR” vs. 5.1M “WITHHELD”), suggesting investor confidence in his directorship despite broader pay concerns .
- Attendance: Met the 75% threshold; board-level attendance satisfactory .
RED FLAGS
- Ongoing related-party consulting (annual $100,000) requires continued audit committee scrutiny for independence optics and terms fairness .
- 2025 Say-on-Pay failure indicates shareholder dissatisfaction with compensation practices; board (including Levine) should oversee responsive changes to pay design and engagement with investors .
- Equity-heavy director pay and 2024 special option award increase alignment but can be perceived as pay inflation; monitor dilution and rigor of grant sizing versus peers .
Director Compensation (FY2024 actuals)
| Component | Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | 40,000 |
| Stock Awards | — |
| Option Awards (grant-date fair value) | 81,032 |
| Non-Equity Incentive Comp | — |
| All Other Compensation (Consulting) | 100,000 |
| Total | 221,032 |
Related Party Transactions (Levine-specific)
- Consulting Agreement: $100,000 annual cash payment for consulting and advisory services; Levine also serves on PMVP’s Scientific Advisory Board (SAB) .
- Policy: Audit committee must pre-approve related party transactions and evaluates fairness and independence impacts .
Committee Structure and Compensation Oversight
- Committees: Audit (Stelzer–Chair; Flowers; Heyman), Compensation (Heyman–Chair; Stelzer; Baum), Nominating & Corporate Governance (Baum–Chair; Gallagher; Heyman) .
- Independent compensation consultant: Pearl Meyer advised the compensation committee on program design, peer group, and market data for FY2024 .
Shareholder Votes (June 5, 2025)
| Item | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Arnold Levine, Ph.D. | 26,723,192 | 5,118,916 | — | 8,760,485 |
| Elect Charles M. Baum, M.D., Ph.D. | 13,258,337 | 18,583,771 | — | 8,760,485 |
| Say-on-Pay (Advisory) | 11,646,401 | 20,170,398 | 25,309 | 8,760,485 |
| Auditor Ratification (E&Y LLP) | 39,963,653 | 638,940 | 0 | — |
Summary Implications for Investors
- Levine brings exceptional scientific credentials and long-tenured board experience; his re-election support was strong, which should bolster board continuity in PMVP’s oncology strategy .
- Independence optics improved year-over-year, but ongoing paid consulting requires vigilant governance controls; investors should monitor audit committee oversight and any changes in the scope/amount of payments .
- With Say-on-Pay failing in 2025 and director equity policy becoming more generous, expect investor engagement and potential adjustments to pay structures; watch for explicit board response and alignment with shareholder feedback in upcoming disclosures .