Johanna Mercier
About Johanna Mercier
Johanna Mercier (age 55) is a Class II director of Arcus Biosciences (RCUS) since January 2024 and serves as Chief Commercial Officer of Gilead Sciences, overseeing global commercialization across the product lifecycle. She holds a bachelor’s degree in biology from the University of Montreal and an MBA from Concordia University; her board seat at Arcus was designated under the Investor Rights Agreement with Gilead, and the Board has determined she is not independent by virtue of her Gilead relationship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | Chief Commercial Officer | May 2019–present | Oversees global commercialization of all Gilead medicines |
| Bristol-Myers Squibb | President, U.S. & Large Markets | Sep 2018–May 2019 | Led multiple launches that changed standard of care in melanoma and renal cancers |
| Bristol-Myers Squibb | President, U.S. | Aug 2017–Oct 2018 | — |
| Bristol-Myers Squibb | President, European Markets, Australia & Canada | Aug 2016–Aug 2017 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcus Biosciences (RCUS) | Director (Class II) | Since Jan 2024; term continues to 2026 annual meeting | Designated by Gilead; not independent |
| Neurocrine Biosciences (NBIX) | Director | Current | — |
| USC Schaeffer Center | Board member | Current | — |
Board Governance
- Independence: Not independent due to relationship with Gilead; Board majority remains independent (seven directors) .
- Attendance: Board met eight times in FY2024; all directors attended at least 75% of Board and committee meetings; nine of eleven directors attended the 2024 annual meeting .
- Lead Independent Director: Dr. Yasunori Kaneko; independent directors held regularly scheduled executive sessions .
- Committee assignments: Mercier did not serve on any Board committees in 2024; current committees do not list her as a member .
| Committee | Member? | Chair? | Notes |
|---|---|---|---|
| Audit | No | No | Members: Falberg (Chair), Kaneko, Perlman |
| Compensation | No | No | Members: Kaneko (Chair), Lacey, Lambert |
| Nominating & Corporate Governance | No | No | Members: Lacey (Chair), Lambert, Machado |
| Science | No | No | Members: Berger, Higgins, Lacey, Ribas, Perlman (Chair) |
Fixed Compensation
| RCUS Non-Employee Director Cash Retainers | Amount (USD) |
|---|---|
| Board member annual retainer (post Jun 6, 2024) | $45,000 |
| Lead Independent Director additional retainer | $25,000 |
| Chair, Audit Committee | $20,000 |
| Chair, Compensation Committee | $15,000 |
| Chair, Science Committee | $15,000 |
| Chair, Nominating & Corporate Governance Committee | $15,000 |
| Non-chair member, Audit | $10,000 |
| Non-chair member, Compensation | $7,500 |
| Non-chair member, Science | $7,500 |
| Non-chair member, Nominating & Corporate Governance | $7,500 |
| Johanna Mercier – Director Compensation (FY2024) | Value (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 (no director compensation paid in 2024) |
| Stock Awards | $0 (no director compensation paid in 2024) |
| Options Awards | $0 (no director compensation paid in 2024) |
| Total | $0 |
Performance Compensation
| Director Equity Compensation Program | Structure |
|---|---|
| Initial equity award on appointment | ~$750,000 grant date fair value; split ~2/3 options, ~1/3 RSUs; options vest monthly over 36 months; RSUs vest in three annual installments; change-in-control full vesting |
| Annual equity award (at annual meeting) | ~$400,000 grant date fair value; split ~2/3 options, ~1/3 RSUs; vests fully by 12 months or by next annual meeting; change-in-control full vesting; no annual award in same calendar year as initial grant |
| Mercier-specific (FY2024) | Not disclosed beyond “no director compensation paid for service” in 2024 |
No performance-based metrics apply to director compensation; vesting is time-based under the disclosed program .
Other Directorships & Interlocks
| Entity | Relationship | Key Terms/Exposure |
|---|---|---|
| Gilead (beneficial owner and strategic partner) | Investor Rights Agreement designates three directors (Berger, Higgins, Mercier) | Gilead option/license collaboration; co-develop and cost-share; $137M gross cost-sharing receipts and $100M cost-sharing owed in 2024 |
| Gilead ownership | Beneficially owned 35.0% potential after optioned purchases as of Mar 1, 2025 table; 29.7% ownership as of Feb 19, 2025 | Purchase Agreement allows up to 35% ownership through Jul 2025; Jan 2024 purchase of 15.2M shares for $320M; Feb 2025 offering purchase $15M |
Expertise & Qualifications
- Commercial leadership across oncology launches (melanoma, renal cancers) at BMS and global commercialization oversight at Gilead .
- Academic credentials: BSc Biology (University of Montreal), MBA (Concordia University) .
Equity Ownership
| As of | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| March 1, 2025 | — | — | — | * (less than 1%) |
Percentages based on 105,841,422 shares outstanding at March 1, 2025 .
Governance Assessment
- Independence and conflicts: Mercier is a Gilead executive and Gilead-designated director; Board explicitly deems her not independent, reflecting heightened related-party exposure given Gilead’s strategic agreements, cost-sharing flows, and ~30–35% ownership capacity .
- Committee influence: She held no committee roles in 2024 and is not listed on current committees, limiting direct oversight influence in audit, compensation, nominating, or R&D oversight channels .
- Attendance and engagement: Board met eight times; all directors met at least the 75% threshold; independent director executive sessions and a defined lead independent director signal baseline governance practices .
- Director pay alignment: No director compensation paid for her service in 2024; while common for investor designees to waive fees, combined with no disclosed Arcus share ownership, this reduces direct “skin in the game” alignment at Arcus level .
- Shareholder feedback: Say‑on‑pay support was strong (96% in 2024 for 2023 compensation), a positive signal on compensation governance broadly at Arcus .
Red Flags
- Related-party concentration: Gilead’s designation rights and ownership concentration coupled with multi-program collaboration and material cost-sharing create potential conflicts-of-interest and influence risks for board deliberations (including areas Mercier may engage in as a director) .
- Independence: Explicit non-independence due to Gilead relationship; three Gilead-affiliated directors on the Board (Berger, Higgins, Mercier) .
- Alignment: No Arcus director compensation paid to Mercier in 2024 and no beneficial ownership disclosed as of March 1, 2025 .
Say‑on‑Pay & Shareholder Feedback
| Measure | Result |
|---|---|
| 2024 Say‑on‑Pay approval (for 2023 comp) | ~96% support |
Compensation Committee Analysis
- Composition and independence: Current members are Kaneko (Chair), Lacey, Lambert; all independent under NYSE standards .
- Consultant: Radford engaged; Compensation Committee assessed independence and found no conflicts of interest .
- Interlocks: None reported for Compensation Committee members; no executive officers served on boards/comp committees of entities with reciprocal service by Arcus executives in prior three years .
Related Party Transactions (Context)
| Transaction | FY2024/2025 Details |
|---|---|
| Gilead collaboration cost sharing | $137M gross cost-sharing payments received; $100M cost-sharing owed |
| Gilead equity purchases | Jan 2024: 15.2M shares for $320M; Feb 2025 offering: $15M purchase from underwriters |
| Ownership levels | Table notes potential 35.0% beneficial ownership; actual ~29.7% as of Feb 19, 2025 |
These related-party exposures are germane to evaluating board independence and conflict management for Gilead-designated directors, including Mercier .
Notes
- Arcus maintains a Clawback Policy administered by the Compensation Committee and an Insider Trading Policy prohibiting short sales and derivative transactions by directors; these provide baseline governance safeguards but do not directly address related-party influence .