Andrew Perlman

About Andrew Perlman

Andrew Perlman, M.D., Ph.D., age 77, is an independent Class I director of Arcus Biosciences, serving on the Board since December 2020; he is currently chair of the Science Committee and a member of the Audit Committee . He holds a B.S. in Physics (MIT) and an M.D./Ph.D. in physiology (NYU), trained at Stanford/NYU, and has deep drug development leadership experience at Genentech, Tularik (acquired by Amgen for $1.3B), Affymax, Innate Immune, and Vitesse Biologics . He also serves as Managing Director & Head of Non‑Clinical Development at X‑37 (since Nov 2018) and Managing Director/CMO at Velocity Pharmaceutical Development (since 2011) .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Dr. Perlman is independent under NYSE standards; no material/disqualifying relationship identified .
• Board structure and leadership: CEO also serves as Chair; Lead Independent Director is Dr. Kaneko; independent director executive sessions are held regularly .
• Attendance: In FY2024 the Board met 8 times; all directors attended at least 75% of Board/committee meetings on which they served .
• Classification and term: Class I director; nominated in 2025 to serve until the 2028 annual meeting if elected .
• Committee assignments (current):
  • Audit Committee member; committee oversees financial reporting, auditor independence, cybersecurity risk; reviews related‑person transactions; all members independent; chair: Kathryn Falberg .
  • Science Committee chair; oversees R&D strategy and clinical programs; members: Drs. Berger, Higgins, Lacey, Perlman (chair), Ribas .
• 2024 committee meeting cadence: Audit (6), Compensation (5), Nominating & Corporate Governance (1), Science (4); Dr. Perlman served on Audit and chaired Science in 2024 .

Fixed Compensation

• Director cash retainer schedule (FY2024 policy):
  • Base non‑employee director retainer: $45,000; Lead Independent Director +$25,000; Committee chairs: Audit $20,000; Compensation $15,000; Science $15,000; Nominating & Corporate Governance $10,000 (raised to $15,000 after June 6, 2024); non‑chair members: Audit $10,000; Compensation $7,500; Science $7,500; Nominating & Corporate Governance $5,000 (raised to $7,500 after June 6, 2024) .
• Dr. Perlman’s FY2024 cash fees (as paid): $83,562 .

Performance Compensation

• Program design: Non‑employee directors receive an initial equity award (approx. $750,000 grant date fair value) upon joining and an annual equity award (approx. $400,000) at each annual meeting; split ~2/3 stock options and ~1/3 RSUs .
• Vesting: Initial options vest monthly over 36 months; initial RSUs vest in three equal annual installments. Annual option/RSU awards vest in full on the earlier of 12 months after grant or the next annual shareholder meeting; full acceleration upon change in control .
• Dr. Perlman’s FY2024 equity grant values and year‑end outstanding awards:

No performance‑conditioned metrics are disclosed for director equity; awards are time‑based per program design .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Dr. Perlman; biography lists operating/advisory roles (not public board seats) .
• Compensation Committee interlocks: Company discloses no interlocks among Compensation Committee members; Dr. Perlman was not on that committee during the covered periods .

Expertise & Qualifications

• Scientific/medical: M.D./Ph.D. in physiology; prior clinical and academic experience; led endocrine portfolio development and FDA approvals (Nutropin) at Genentech .
• R&D leadership: Senior leadership at Tularik, Affymax, Innate Immune; chaired Science Committee overseeing R&D strategy/clinical programs .
• Strategic/transactional: Business development and financing at Tularik culminating in sale to Amgen; advisor to multiple biotech/venture firms .

Equity Ownership

• Beneficial ownership as of March 1, 2025:

• Hedging/pledging policy: Insider Trading Policy prohibits short sales and trading in derivatives tied to company stock; also prohibits borrowing from a brokerage/bank to purchase Arcus securities .
• Pledging: No pledging of Arcus shares by Dr. Perlman is disclosed in the proxy; no related‑person transactions involving Dr. Perlman are disclosed .

Governance Assessment

• Strengths

  • Independent director with deep clinical development and biotech leadership experience; chairs the Science Committee, enhancing oversight of R&D strategy and clinical programs .
  • Serves on the Audit Committee, contributing to oversight of financial reporting, auditor independence, and related‑party screening; all audit members are independent .
  • Attendance/engagement: Board met 8 times in 2024; all directors attended ≥75% of Board/committee meetings; independent director executive sessions held .
  • Transparent director compensation framework with clear vesting and change‑of‑control treatment; equity constitutes a significant portion of compensation, aligning interests with shareholders .
  • No related‑party transactions involving Dr. Perlman disclosed; Board affirms his independence with no material disqualifying relationships .
  • Broader governance signals: strong say‑on‑pay support in 2024 (96%), indicating investor confidence in compensation practices .

• Watch items / potential conflicts

  • Multiple ongoing external operating/advisory roles (X‑37; Velocity; venture/biotech advisory) could create future perceived conflicts if any of these organizations transact with Arcus; however, no such transactions are disclosed and related‑party deals are reviewed by the Audit Committee .
  • Director equity is time‑based (no performance conditions), which is common but provides less explicit performance linkage than PSU‑based structures; investors may prefer added performance conditioning for long‑term alignment .
  • Individual ownership is <1% of outstanding shares; while typical for outside directors, some investors prefer higher “skin in the game.” No director‑specific ownership guidelines are disclosed in the proxy .