Dietmar Berger
About Dietmar Berger
Dietmar Berger, M.D., Ph.D. (age 62) joined the Arcus Biosciences (RCUS) Board on February 6, 2025, as a Class II director; his term runs until the 2026 annual meeting unless earlier departure occurs . He is Gilead Sciences’ Chief Medical Officer (appointed January 2025) and brings 25+ years in preclinical/clinical drug development as a board-certified internist, hematologist, and oncologist with executive roles at Sanofi, Genentech, Bayer HealthCare, and Amgen . He is not independent given his relationship with Gilead, which also designated his appointment under the Investor Rights Agreement; he serves on Arcus’s Science Committee and is not a chair . Per Arcus’s 8-K, he will not receive director compensation; Arcus expects to enter its standard indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi, Genentech, Bayer HealthCare, Amgen | Executive leadership positions (various) | Not disclosed | Extensive leadership across clinical development and medical affairs |
| Board-certified physician | Internist, Hematologist, Oncologist | Not disclosed | Clinical credentials underpin oversight of late-stage programs |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Gilead Sciences (Nasdaq: GILD) | Chief Medical Officer | Jan 2025–present | Leads clinical development and medical affairs strategy across Gilead’s medicines |
Board Governance
| Topic | Details |
|---|---|
| Committee assignments | Science Committee member; not a chair |
| Independence status | Not independent due to relationship with Gilead |
| Appointment pathway | Appointed Feb 6, 2025 as Gilead designee under Amended & Restated Investor Rights Agreement |
| Lead Independent Director | Yasunori Kaneko, M.D. |
| Board meetings (FY2024) | Board met 8 times; independent directors held regular executive sessions |
| Attendance (FY2024) | All directors met at least 75% attendance on Board/committees (Berger joined 2025) |
| Science Committee role | Oversees R&D strategy, clinical trial progress, and competitive scientific landscape; chaired by Andrew Perlman |
Fixed Compensation
| Component | Standard Non‑Employee Director Program | Dietmar Berger (2025) |
|---|---|---|
| Annual Board retainer (cash) | $45,000 (unchanged June 6, 2024) | Not paid (no director compensation per 8‑K) |
| Lead Independent Director | +$25,000 | N/A |
| Committee chair fees | Audit $20,000; Compensation $15,000; Science $15,000; Nominating & Gov $15,000 (increased from $10,000) | N/A |
| Committee member fees (non‑chair) | Audit $10,000; Compensation $7,500; Science $7,500; Nominating & Gov $7,500 (increased from $5,000) | N/A |
| Meeting fees | Not disclosed | N/A |
Performance Compensation
| Equity Type | Standard Non‑Employee Director Program | Vesting | Dietmar Berger (2025) |
|---|---|---|---|
| Initial equity grant | ~$750,000 split ~2/3 options, ~1/3 RSUs | Options: monthly over 36 months; RSUs: 3 annual installments; change‑in‑control acceleration | Not granted (no director compensation per 8‑K) |
| Annual equity grant | ~$400,000 split ~2/3 options, ~1/3 RSUs | Full vest on earlier of 12 months or next annual meeting; CIC acceleration | Not granted (no director compensation per 8‑K) |
Note: Berger’s compensation exception is atypical versus Arcus’s standard director program, reducing direct pay-linked conflicts but underscoring his status as a Gilead designee .
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Influence |
|---|---|---|
| Gilead Sciences (beneficial holder) | Owns significant RCUS stake; option/license/collaboration partner | Investor Rights Agreement gives Gilead three board designees at RCUS; current designees: Dietmar Berger, Linda Higgins, and Johanna Mercier |
| RCUS board composition linkage | Gilead designees on RCUS committees (e.g., Science Committee includes Berger and Higgins) | Heightened related‑party oversight needs on collaboration, cost sharing, and strategic trials |
Expertise & Qualifications
- 25+ years in drug development; board‑certified internist/hematologist/oncologist; deep oncology/clinical development expertise .
- Executive leadership at Sanofi, Genentech, Bayer HealthCare, Amgen; currently CMO at Gilead (global clinical/medical affairs leadership) .
- Selected for RCUS Board pursuant to Investor Rights Agreement; positioned to contribute to R&D/registrational strategy .
Equity Ownership
| Holder | Shares Owned | Options/RSUs exercisable/vesting within 60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Dietmar Berger, M.D., Ph.D. | 0 | 0 | 0 | <1% |
- Company-wide Insider Trading Policy prohibits short sales and derivatives; intent to comply with insider trading laws .
Governance Assessment
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Strengths
- Domain expertise aligned with Science Committee remit overseeing R&D strategy and key clinical programs; enhances late-stage trial oversight and translational rigor .
- No RCUS director compensation (cash or equity) reduces direct pay-linked conflicts at the individual director level .
- Board uses a clawback policy for executives and codified governance guidelines; independent directors hold executive sessions .
-
Risks and RED FLAGS
- Not independent; appointed as Gilead designee, which—combined with Gilead’s significant ownership and comprehensive collaboration—creates structural related‑party risk (e.g., cost sharing, milestones, co‑commercial rights) requiring robust recusals and committee safeguards .
- Concentration of influence: Gilead has rights to designate three RCUS directors; current designees are Berger, Higgins, Mercier .
- Ownership influence: Gilead’s beneficial ownership is presented as 35.0% (via shares owned plus shares acquirable within 60 days per purchase rights); separately disclosed at ~29.7% as of Feb 19, 2025 after an offering—both underscore significant control dynamics and potential minority shareholder concerns .
- Broader governance context: familial employment of the CEO’s immediate family members (sons and daughter‑in‑law) may raise optics concerns around related‑party oversight and reinforces the need for strong independent committee processes .
-
Shareholder sentiment indicators
- Say‑on‑pay support was ~96% at the 2024 annual meeting, indicating broad investor support for executive pay design in the prior cycle .
Related‑Party Exposure (Gilead)
| Agreement | Key Terms | FY2024/2025 Cash Flows & Ownership |
|---|---|---|
| Option, License & Collaboration Agreement | Exclusive PD‑1 license; options exercised for TIGIT, adenosine, CD73; co‑development with equal cost sharing; U.S. co‑promo rights; ex‑U.S. commercialization by Gilead with tiered royalties (high teens to low twenties); up to $500m milestones on domvanalimab | FY2024: $137m gross cost sharing from Gilead; $100m due to Gilead under cost‑sharing |
| Common Stock Purchase Agreement | Gilead right to purchase up to 35% ownership at greater of 20% premium to market (5‑day avg) or $33.54, until July 2025 | Since Jan 1, 2024: Gilead purchased 15.2m shares for $320m |
| Investor Rights Agreement | Registration rights; pro rata financing participation rights; right to designate three RCUS directors (currently Berger, Higgins, Mercier); Science Committee membership for Berger/Higgins | As of Feb 19, 2025, Gilead owned ~29.7% after participating in underwritten offering (bought $15m from underwriters) |
Implication: Berger’s dual role (Gilead CMO and RCUS director) and the breadth of Gilead–RCUS agreements elevate conflict management requirements (recusal protocols; independent committee oversight; transparent related‑party disclosures) .
Director Compensation Program vs. Berger Exception
- Standard non‑employee director compensation includes cash retainers and equity (initial ~$750k; annual ~$400k; options/RSUs split; vesting/cic terms) .
- Berger will not receive compensation for Board service, per February 6, 2025 8‑K; standard indemnification expected .
Committee/Compensation Oversight Environment
- Compensation Committee: Kaneko (Chair), Lacey, Lambert; Radford serves as independent consultant; composition updated in March 2025 (Lambert replaced Falberg) .
- Audit Committee: Falberg (Chair), Kaneko, Perlman; audit committee financial experts identified .
- Nominating & Governance: Lacey (Chair), Lambert, Machado .
- Independent directors met in executive sessions; Board met 8 times in FY2024 .
Equity Ownership & Alignment
- Berger held no RCUS beneficial ownership as of March 1, 2025; no options/RSUs reported for him (consistent with the no‑compensation disclosure) .
- Insider Trading Policy restricts hedging/shorts/derivatives for directors .
Engagement & Attendance
- All directors met at least 75% attendance on Board/committee meetings in FY2024; independent directors convened executive sessions; nine of eleven directors attended the 2024 annual meeting (Berger joined in 2025) .
Summary Signals for Investors
- Positive: Berger’s oncology and clinical leadership should reinforce Science Committee rigor amid RCUS’s multiple registrational studies and complex partner ecosystem .
- Caution: Independence and interlock risks are material due to Gilead’s economic/board influence; monitor recusals and the role of independent committees on collaboration economics, milestone triggers, and capital decisions .
- Alignment: Lack of RCUS director pay and zero beneficial ownership reduce direct personal pay‑alignment but increase reliance on process safeguards to mitigate sponsor influence .