David Lacey
About David Lacey
David Lacey, M.D. (age 72) is an independent Class II director of Arcus Biosciences (RCUS). He has served on the Board since May 2020 and is a physician-scientist who led Discovery Research at Amgen as Senior Vice President before retiring in 2011. Dr. Lacey holds a B.A. in Biology and an M.D. from the University of Colorado and trained in Anatomic Pathology at Washington University in St. Louis . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. (AMGN) | Senior Vice President, Discovery Research | 1994–2011 | Oversaw ~1,200-person research org across Inflammation, Oncology, Metabolic, Neurosciences; programs included Kepivance, Prolia, Xgeva, Repatha |
| David L. Lacey LLC | Principal, Biopharma consultant | 2011–present | Advisor to private companies, academic institutions, and VC firms |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Atreca, Inc. (BCEL) | Director | Public | Current |
| Nurix, Inc. (NRIX) | Director | Public | Current |
| Inbiomotion S.L. | Director | Private | Current |
| argenx SE (ARGX) | Director | Public | Former (2014–2021) |
| UNITY Biotechnology (UBX) | Director | Public | Former (2018–2020) |
Board Governance
- Independence: Board deems Lacey independent; Gilead designees (Berger, Higgins, Mercier) are not independent; CEO Rosen not independent .
- Committee assignments (FY2024): Compensation Committee (member), Nominating & Corporate Governance Committee (Chair), Science Committee (member) .
- Current Compensation Committee composition (2025 proxy): Kaneko (Chair), Lacey, Lambert; all independent; Radford engaged as independent advisor; no committee interlocks disclosed .
- Attendance: Board met 8 times in FY2024; all directors attended ≥75% of Board/committee meetings; independent directors met in executive session .
Fixed Compensation
- Non-employee director cash retainer program (effective around mid-2024):
- Board retainer: $45,000; Lead Independent Director: +$25,000; Committee Chair retainers: Audit $20,000; Compensation $15,000; Science $15,000; Nominating & Governance $15,000 (increased from $10,000 after June 6, 2024); Non-chair member retainers: Audit $10,000; Compensation $7,500; Science $7,500; Nominating & Governance $7,500 (increased from $5,000) .
- Actual cash paid to Lacey:
- FY2024: $70,968 in cash fees; also $40,000 “All Other Compensation” for service on advisory boards .
- FY2023: $57,500 in cash fees; also $40,000 “All Other Compensation” for advisory boards .
| Lacey – Cash Compensation | 2023 | 2024 |
|---|---|---|
| Board/Committee Fees ($) | 57,500 | 70,968 |
| All Other Comp – Advisory boards ($) | 40,000 | 40,000 |
Notes: Lacey’s committee roles (Chair, Nominating; member, Compensation and Science) align with the retainer schedule; the 2024 increases in chair/non-chair retainers for Nominating & Governance likely contributed to the higher cash fees .
Performance Compensation
- Structure: Non-employee director equity = initial ~$750,000 grant on joining; annual ~$400,000 grant at annual meeting; 2/3 options and 1/3 RSUs; annual grants vest in full at ~12 months or next annual meeting; initial grants vest over 36 months (options monthly; RSUs annually); change in control double-vest for director awards .
- Lacey’s equity awards (reported values):
- FY2024 annual equity: RSUs grant-date fair value $133,560; Options grant-date fair value $267,012 .
- FY2023 annual equity: RSUs $133,280; Options $270,052 .
| Lacey – Director Equity Grants | 2023 | 2024 |
|---|---|---|
| RSUs – Grant date fair value ($) | 133,280 | 133,560 |
| Options – Grant date fair value ($) | 270,052 | 267,012 |
Vesting metrics: RCUS discloses no performance metrics for director compensation; director equity is time-based (service-vesting) per policy .
Other Directorships & Interlocks
- Current public boards: Atreca (BCEL), Nurix (NRIX); private: Inbiomotion S.L. .
- RCUS related-party transactions are primarily with Gilead (collaboration, equity, rights) and do not identify transactions involving Lacey; Gilead has three board designees (Berger, Higgins, Mercier), not including Lacey .
- Compensation Committee interlocks: none disclosed .
Expertise & Qualifications
- Core credentials: Physician-scientist; senior R&D leadership at Amgen; extensive drug discovery/early development oversight (multi-therapeutic areas); board experience across oncology/biotech .
- RCUS committee fit: Chairs Nominating & Governance; member of Compensation and Science—leveraging governance, pay oversight, and scientific expertise .
Equity Ownership
| Date (Record) | Shares Owned | Shares Acquirable ≤60 days (e.g., options) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Mar 1, 2024 | 42,452 | 85,900 | 128,352 | <1% |
| Mar 1, 2025 | 49,252 | 106,025 | 155,277 | <1% |
- Unvested director equity (as of Dec 31, 2024): Options 129,400; RSUs 8,400 .
- Pledging/hedging: No pledging by Lacey is disclosed; RCUS Insider Trading Policy prohibits short sales and derivatives for directors and officers (no specific pledge disclosure identified for directors in proxy).
Governance Assessment
Strengths
- Independent director with deep biopharma R&D experience; chairs Nominating & Governance and serves on Compensation and Science Committees, supporting board effectiveness across governance, pay oversight, and R&D strategy .
- Attendance and engagement meet thresholds; Board held 8 meetings in FY2024 with all directors attending ≥75%; independent director executive sessions held .
- Compensation Committee independence, outside advisor (Radford) engagement, and no interlocks support pay governance rigor .
- Strong shareholder support for executive pay (Say-on-Pay ~96% approval at 2024 annual meeting), indicating generally positive investor sentiment toward compensation oversight environment during his tenure on Comp Committee .
Watch items / potential red flags
- Additional cash paid for service on RCUS advisory boards ($40,000 in both 2023 and 2024) adds to overall director compensation; while the Board deems Lacey independent, investors may scrutinize non-board advisory payments for independence optics .
- External public board roles at oncology/biotech companies (e.g., Nurix, Atreca) could present theoretical competitive overlap; RCUS discloses no related-party transactions with entities tied to Lacey .
- Ownership alignment is meaningful but remains <1% of RCUS; however, director equity is refreshed annually (time-based), maintaining skin-in-the-game .
Fixed Compensation (Details)
| Component (relevant to Lacey’s roles) | Prior to Jun 6, 2024 | After Jun 6, 2024 |
|---|---|---|
| Board retainer | $45,000 | $45,000 |
| Nominating & Governance – Chair | $10,000 | $15,000 |
| Compensation Committee – Member | $7,500 | $7,500 |
| Science Committee – Member | $7,500 (from Jan 2024) | $7,500 |
Performance Compensation (Equity Mechanics)
| Policy Element | Terms |
|---|---|
| Initial grant (on joining Board) | ~$750,000 grant date fair value; 2/3 options, 1/3 RSUs; options vest monthly over 36 months; RSUs in 3 annual tranches |
| Annual grant | ~$400,000 grant date fair value; 2/3 options, 1/3 RSUs; vests in full at ~12 months or next annual meeting |
| Change in control | Director initial and annual awards fully vest upon change in control |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: Approximately 96% approval at the 2024 annual meeting (re: 2023 NEO compensation), a positive signal for compensation governance during Lacey’s service on the Compensation Committee .
Related-Party Transactions
- RCUS discloses extensive agreements with Gilead (collaboration, equity purchases, board designees), which are reviewed under its related-party policy; no Lacey-related transactions are disclosed .
Summary Implications for Investors
- Lacey’s profile (ex-Amgen R&D leader) and current committee leadership bolster RCUS’s governance, risk oversight, and scientific rigor—positive for investor confidence .
- Compensation governance appears robust (independent committee, external consultant, strong Say-on-Pay), though investors may monitor the separate advisory-board payments to directors (including Lacey) for independence optics .
- No disclosed conflicts involving Lacey; independence affirmed despite significant Gilead relationships elsewhere on the Board .