Kathryn Falberg
About Kathryn Falberg
Independent director of Arcus Biosciences since September 2017; currently Chair of the Audit Committee and served on the Compensation Committee through March 2025. Age 64, Class III director with term continuing until the 2027 annual meeting. Former EVP & CFO of Jazz Pharmaceuticals (2012–2014; CFO since 2009) and held senior finance roles at Amgen (1995–2001). Holds an MBA (Finance) and BA (Economics) from UCLA; inactive CPA. Also serves on the boards of Nuvation Bio (Audit Committee) and The Trade Desk. Tenure and profile position her as the Board’s primary financial expert overseeing audit, controls, and related-party reviews .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals | SVP & CFO; EVP & CFO | CFO since Dec 2009; EVP & CFO Mar 2012–Mar 2014 | Led public-company finance, capital markets, reporting |
| Amgen | SVP, Finance & Strategy; CFO; VP & Chief Accounting Officer; VP & Treasurer | 1995–2001 | Large-cap biopharma finance, treasury, strategy oversight |
| Various smaller companies | Corporate director and Audit Chair | 2001–2009 | Governance and audit leadership across multiple issuers |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Nuvation Bio (NUVB) | Director | Current | Audit Committee member |
| The Trade Desk (TTD) | Director | Current | Not disclosed in RCUS proxy |
| Tricida | Director | Apr 2018–Jun 2022 | Not disclosed here |
| UroGen Pharma | Director | May 2015–Jun 2022 | Not disclosed here |
| Aimmune Therapeutics | Director | May 2015–Oct 2020 (acquired) | Not disclosed here |
| Sio Gene Therapies (Axovant) | Director | Apr 2017–Feb 2018 | Not disclosed here |
| BioMarin | Director | Jul 2016–Jun 2017 | Not disclosed here |
| aTyr Pharma | Director | Jul 2014–May 2017 | Not disclosed here |
| Medivation | Director | Jan 2013–Sep 2016 (acquired) | Not disclosed here |
| Halozyme Therapeutics | Director | May 2007–May 2016 | Not disclosed here |
Board Governance
- Structure and independence:
- Independent director under NYSE standards; one of seven independent directors on the Board .
- Audit Committee Chair; designated audit committee financial expert (also Dr. Kaneko) .
- Served on Compensation Committee during FY 2024; replaced by Ms. Lambert in March 2025 .
- Lead Independent Director is Dr. Kaneko; Board combines Chair/CEO roles with independent lead director counterbalance .
- Meetings and attendance:
- Board met 8 times in FY 2024; all directors attended at least 75% of Board and committee meetings; independent director executive sessions held regularly .
- Committee assignments (FY 2024):
- Audit (Chair; 6 meetings), Compensation (member; 5 meetings), Nominating & Corporate Governance (not a member; 1 meeting), Science (not a member; 4 meetings) .
- Audit Committee report: Recommended inclusion of FY 2024 audited financials in Form 10-K after required PCAOB/SEC communications with EY .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,750 | 74,037 |
| Non-Employee Director Cash Retainers | Prior to Jun 6, 2024 | Subsequent to Jun 6, 2024 |
|---|---|---|
| Board retainer | $45,000 | $45,000 |
| Lead Independent Director add’l | $25,000 | $25,000 |
| Audit Chair add’l | $20,000 | $20,000 |
| Compensation Chair add’l | $15,000 | $15,000 |
| Nominating Chair add’l | $10,000 | $15,000 |
| Audit member add’l | $10,000 | $10,000 |
| Compensation member add’l | $7,500 | $7,500 |
| Nominating member add’l | $5,000 | $7,500 |
| Science Chair/member add’l | N/A | $15,000 / $7,500 |
Notes:
- No meeting fees disclosed; cash paid quarterly in arrears .
- Science Committee retainers applicable only to non-Gilead designees .
Performance Compensation
Program design:
- Initial equity award ~$750,000 grant date fair value on joining; annual equity award ~$400,000 at annual meeting; split ~2/3 stock options, ~1/3 RSUs .
- Vesting: initial options vest monthly over 36 months; initial RSUs vest in three annual tranches. Annual option/RSU grants vest in full on the earlier of 12 months after grant or the next annual meeting. Director equity accelerates fully upon a change in control (single-trigger) .
- 2024 awards (aggregated fair values): RSUs $133,560; options $267,012 . 2023 awards: RSUs $133,280; options $270,052 .
| Equity Compensation (Grant-Year Basis) | 2023 | 2024 |
|---|---|---|
| Stock Awards (RSUs) – Grant-date fair value ($) | 133,280 | 133,560 |
| Option Awards – Grant-date fair value ($) | 270,052 | 267,012 |
Specific grants and terms (Form 4 data and program terms):
- 2025-06-10: RSU award 13,300; post-transaction direct common stock held 68,600; options grant 38,300 at $10.02 .
- 2024-06-06: RSU award 8,400; options grant 24,000 at $15.90 .
- 2023-06-15: RSU award 6,800; options grant 19,500 at $19.60; same day gift of 50,504 shares reported .
Other Directorships & Interlocks
| Company | Relationship to RCUS | Interlock/Conflict Note |
|---|---|---|
| Nuvation Bio (NUVB) | Unrelated biopharma | Director; Audit Committee member. No disclosed RCUS commercial ties . |
| The Trade Desk (TTD) | Unrelated ad-tech | Director. No disclosed RCUS commercial ties . |
| Gilead Sciences (major holder) | Strategic partner and 35% potential beneficial owner via purchase rights; ~29.7% as of Feb 19, 2025 | Gilead-affiliated directors are not independent; Falberg remains independent. Audit Committee (chaired by Falberg) oversees related-party transactions including Gilead arrangements . |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC/NYSE) .
- Deep CFO/finance experience at Jazz and Amgen; extensive biopharma governance background .
- UCLA MBA (Finance) and BA (Economics); inactive CPA .
Equity Ownership
| Metric (as of dates noted) | Value |
|---|---|
| Beneficial ownership (Mar 1, 2025) – Shares owned | 149,006 (includes 102,106 held by trusts) |
| Beneficial ownership (Mar 1, 2025) – Shares acquirable within 60 days | 99,400 |
| Total beneficial ownership (Mar 1, 2025) | 248,406 (<1% of 105,841,422 shares) |
| % of shares outstanding (computed) | ~0.23% (248,406 / 105,841,422) |
| Options and RSUs held at Dec 31, 2024 | 123,400 options; 8,400 RSUs |
| Direct common shares after 2025 RSU grant (Jun 10, 2025) | 68,600 (Form 4, direct holdings) |
Insider trades (Form 4 summary):
- 2025-06-10: A – 13,300 RSUs; A – 38,300 options @ $10.02; direct shares after: 68,600 .
- 2024-06-06: A – 8,400 RSUs; A – 24,000 options @ $15.90 .
- 2023-06-15: A – 6,800 RSUs; A – 19,500 options @ $19.60; G – gift of 50,504 shares .
Policy notes:
- Insider Trading Policy prohibits short sales, derivatives (puts/calls/other), and borrowing to purchase company securities; designed to align director behavior with shareholder interests. No explicit pledging policy disclosed in proxy .
Governance Assessment
Strengths
- Independent audit leader: Audit Committee Chair and SEC-designated financial expert; oversaw FY 2024 audit, independence, and recommends 10-K inclusion, reinforcing financial reporting integrity .
- Attendance and engagement: Board met 8 times in 2024; at least 75% attendance at Board/committees; regular executive sessions of independent directors; she served on both Audit (chair) and Compensation (member through March 2025) .
- Ownership alignment: Material outstanding options and RSUs; recurring annual equity grants; beneficial ownership includes trust holdings; insider policy bans hedging/shorts/derivatives .
- Independence affirmed despite concentrated holder (Gilead); Audit Committee (chaired by Falberg) reviews related-party transactions .
Watch items / potential red flags
- Single-trigger change-in-control acceleration for director equity awards – can be viewed as shareholder-unfriendly versus double-trigger constructs; monitor in context of any strategic activity .
- Multi-board service (RCUS, NUVB, TTD) increases time commitments; however, RCUS disclosures indicate at least 75% attendance and active committee leadership .
- Concentrated shareholder (Gilead ~29.7% as of Feb 19, 2025; potential up to 35% via purchase rights) elevates related-party oversight importance; mitigated by her independence and Audit Committee role .
Overall signal
- Strong finance/audit credentials and active committee leadership support board effectiveness and investor confidence; compensation structure emphasizes equity alignment, though director equity is time-based and accelerated on single trigger at change-in-control .