Carolyn Tang
About Carolyn Tang
Carolyn Tang is General Counsel at Arcus Biosciences (RCUS), serving in this role since September 2019; she joined Arcus in 2017, previously Vice President of Legal (from August 2018) and Head of Legal (from July 2017). She holds a J.D. from Santa Clara University School of Law and a B.A. in Molecular and Cell Biology (Neurobiology) from UC Berkeley . As of April 1, 2025, her age is 46, and she remains listed among the company’s executive officers . Company performance context during her tenure (company-level): total shareholder return (TSR) indexed to a $100 investment was 400.69 (2021), 204.75 (2022), 194.36 (2023), and 147.43 (2024); GAAP net income was $53M (2021), $(267)M (2022), $(307)M (2023), and $(283)M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcus Biosciences | Head of Legal → VP Legal → General Counsel | 2017–2019 (GC since Sep 2019) | Built legal function; supported governance framework and strategic transactions |
| Medivation, Inc. | Director of Securities & Transactions | 2015–2017 | Led securities, corporate governance, strategic transactions until acquisition by Pfizer |
| InterMune, Inc. | Various legal/IP roles | 2004–2015 | Oversaw global IP portfolio; strategic transactions; supported corporate/securities; EU subsidiaries; until acquisition by Roche |
External Roles
No external public-company board roles are mentioned in her proxy biography; the proxies list Tang solely as an executive officer (General Counsel) .
Fixed Compensation
Multi-year cash compensation for Carolyn Tang (company-reported NEO data):
| Metric | FY 2020 | FY 2021 |
|---|---|---|
| Base Salary ($) | 337,515 | 400,000 |
| Actual Annual Bonus ($) | 175,000 | 200,000 |
| All Other Compensation ($) | 1,200 | 3,200 |
| Total Cash ($) | 513,715 | 603,200 |
Compensation mix (equity vs cash) shifted toward equity in 2021 via substantial option and RSU awards; see performance compensation details below .
Performance Compensation
2021 grant actions, vesting, and annual bonus constructs:
| Incentive Type | Grant Date | Units / Value | Key Terms | Vesting |
|---|---|---|---|---|
| Stock Options | 1/19/2021 | 75,225 options; grant-date FV $1,852,686; strike $36.73 | Standard employee stock option | 1/48th monthly from Jan 1 of grant year; option expiry 1/18/2031 |
| RSUs | 1/19/2021 | 12,538 RSUs; grant-date FV $460,521 | Time-based RSUs | 25% annually over four years commencing 12/15/2021 |
| Annual Cash Bonus (Target) | 2021 | $160,000 target | Based on corporate goals; committee discretion | Paid $200,000 for 2021 |
| 2021 Performance Highlights (Qualitative) | — | — | Negotiated key strategic transactions (Gilead equity and option exercises), initiated funding agreement, began legal dept buildout, supported governance framework | — |
Bonus framework (general program): Annual corporate goals span clinical timeline adherence, data generation, portfolio advancement, and funding runway; weights are not disclosed. Committee evaluates holistic progress and individual contributions; examples and numerical targets for the year are not provided in proxies .
Equity Ownership & Alignment
Beneficial ownership snapshot (when Tang was an NEO; most recent table listing her explicitly):
| As-of Date | Shares Owned (Direct/Trust) | Shares Acquirable ≤60 Days (Options/RSUs) | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Mar 1, 2022 | 17,564 | 319,782 | 337,346 | <1% (based on 71,243,406 shares) |
Outstanding equity awards detail at FY2021-end (illustrative excerpts; options and RSUs):
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| 9/12/2019 | Option | 78,382 | 60,964 | $9.12 | 9/11/2029 | 48 monthly installments from 9/12/2019 |
| 2/10/2020 | Option | 47,917 | 52,083 | $11.68 | 2/9/2030 | 48 monthly installments from 2/1/2020 |
| 1/19/2021 | Option | 17,239 | 57,986 | $36.73 | 1/18/2031 | 48 monthly installments from 1/1/2021 |
| 6/5/2020 | RSU | — | 24,750 unvested | — | — | 4 annual installments commencing 6/15/2021 |
| 1/19/2021 | RSU | — | 9,403 unvested | — | — | 4 annual installments commencing 12/15/2021 |
Alignment policies:
- Hedging and derivatives prohibited; short sales and option-like contracts are barred. Borrowing from a brokerage/bank to purchase Arcus securities (margin loans) is prohibited; pledging is not explicitly discussed in the policy excerpts reviewed .
- Company maintains a Dodd-Frank/NYSE-compliant clawback policy for recoupment of excess incentive-based compensation upon a covered financial restatement .
Note: We attempted to retrieve Form 4 insider transactions to assess recent selling/vesting pressure but encountered an authorization error with the insider-trades skill; thus, recent trading patterns could not be analyzed in this report.
Employment Terms
Executive severance and change-of-control (CIC) terms applicable to named executive officers (NEOs); Tang was an NEO in prior years and remains an executive officer (GC). The Severance Benefits Plan defines Cause/Good Reason and uses a double-trigger for CIC.
| Plan Year | Termination Without Cause (No CIC) | CIC + Qualifying Termination (Double Trigger) | Equity Treatment |
|---|---|---|---|
| 2024 Severance Agreement (before Severance Plan adoption) | CEO/President: 12 months base salary + up to 12 months COBRA + pro-rated bonus; Other C-level: up to 9 months salary + up to 9 months COBRA + pro-rated bonus | CEO/President: 12 months salary + target bonus (prorated) + up to 12 months COBRA + full vesting; Other C-level: 9 months salary + target bonus (prorated) + up to 9 months COBRA + full vesting | |
| 2025 Severance Plan (as disclosed) | All NEOs: 12 months base salary + up to 12 months COBRA; company may elect to pay pro-rated target bonus | All NEOs: 24 months base salary + 100% target bonus + up to 24 months COBRA; all outstanding equity vests | |
| Definitions | Cause/Good Reason/CIC definitions included (e.g., pay cuts >10%, relocation >25 miles, material duty reduction; certain merger/asset sale/control changes) | — | Equity acceleration under CIC per then-current stock price vs option strike or RSU count |
Example severance paid under the plan: Former CMO received 12 months base salary ($585,000), $250,000 in lieu of 2024 bonus, and 12 months COBRA upon involuntary termination (non-CIC) .
Compensation Committee, Peer Group, and Pay Practices
- Committee uses Radford as compensation consultant; targets base salary and bonus generally around the 50th–75th percentile vs peers; significant discretion employed for bonuses and equity .
- Peer group examples:
- FY2023 peer set included Agios, Alector, Allogene, Arrowhead, Cytokinetics, Denali, Editas, Intellia, Iovance, Kura, Mirati, Prothena, REGENXBIO, Revance, SpringWorks, Syndax, Xencor, etc. .
- FY2024 peer set added BridgeBio, Day One, ImmunityBio; removed Apellis, Fate Therapeutics, ImmunoGen, Revance .
Say-on-Pay & Shareholder Feedback
At the 2021 annual meeting, approximately 92% of votes supported the compensation paid to NEOs for 2020, signaling investor endorsement of the pay framework that also governed Tang’s 2021 NEO compensation .
Investment Implications
- Pay-for-performance alignment: Tang’s 2021 compensation included substantial equity (options/RSUs) with multi-year vesting and a higher strike option, aligning value realization with long-term stock appreciation and retention; bonuses are tied to multi-dimensional corporate objectives and committee discretion rather than narrow financial metrics .
- Retention risk moderating: Severance economics strengthened from 2024 to 2025 (12→24 months severance period under CIC) and full equity acceleration under CIC, reducing departure risk in transaction scenarios for executive officers, including GC if covered under the Severance Plan .
- Trading/pledging risk: Hedging and derivatives are prohibited, and margin borrowing is barred; pledging is not explicitly addressed in the policy excerpts reviewed, but no pledging or hedging by Tang is disclosed in proxies. Lack of recent Form 4 data in this report limits assessment of near-term selling pressure .
- Ownership alignment: While Tang’s beneficial ownership as reported (2022) is <1%, option overhang and unvested RSUs create long-dated alignment and retention levers. Investors should monitor future proxies and Form 4 filings for updates on current holdings, vesting, and any dispositions .