Nicole Lambert
About Nicole Lambert
Nicole Lambert (age 51) is an independent director of Arcus Biosciences (RCUS) since August 2021. She is currently an Executive Director/Consultant at Russell Reynolds and previously served as Chief Operating Officer of Myriad Genetics (Dec 2021–Oct 2023), with prior leadership roles across Oncology, Women’s Health, and International at Myriad; she began her career as a genetic counselor at LabCorp. She holds a BA in Biology and Sociology from Boston College and a master’s in Genetic Counseling from Mt. Sinai School of Medicine at NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Myriad Genetics, Inc. | Chief Operating Officer | Dec 2021 – Oct 2023 | Oversaw company operations |
| Myriad Genetics, Inc. | Group President, Oncology; Women’s Health; International | Mar 2019 – Dec 2021 | Led commercial units; international expansion |
| Myriad Genetics, Inc. | General Manager, Oncology | Jul 2018 – Feb 2019 | Oncology business leadership |
| Myriad Genetics, Inc. | General Manager, Urology | Jun 2015 – Jun 2018 | Urology business unit leadership |
| LabCorp | Genetic Counselor | Feb 2000 – May 2001 | Clinical genetics counseling |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Russell Reynolds | Executive Director/Consultant | Current | Executive search/leadership advisory |
No other current public company directorships disclosed for Nicole Lambert .
Board Governance
- Independence: The Board affirmatively determined Lambert is independent under NYSE standards .
- Committee assignments (2024–2025): Member, Compensation Committee (added March 2025); Member, Nominating & Corporate Governance Committee .
- Committee chairs: Compensation Committee chaired by Yasunori Kaneko; Nominating & Corporate Governance chaired by David Lacey .
- Board leadership: CEO Terry Rosen serves as Chair; Yasunori Kaneko is Lead Independent Director (presides over executive sessions) .
- Attendance and engagement: Board met eight times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held regular executive sessions .
- Class/tenure: Lambert is a Class II director continuing in office until the 2026 annual meeting; on the Board since August 2021 .
Fixed Compensation
Director cash compensation program (paid quarterly; revised June 6, 2024):
| Component | Prior to Jun 6, 2024 | After Jun 6, 2024 |
|---|---|---|
| Board annual retainer | $45,000 | $45,000 |
| Lead Independent Director retainer | $25,000 | $25,000 |
| Committee chair, Audit | $20,000 | $20,000 |
| Committee chair, Compensation | $15,000 | $15,000 |
| Committee chair, Science | $15,000 | $15,000 |
| Committee chair, Nominating & Governance | $10,000 | $15,000 |
| Committee member (non-chair), Audit | $10,000 | $10,000 |
| Committee member (non-chair), Compensation | $7,500 | $7,500 |
| Committee member (non-chair), Science | $7,500 | $7,500 |
| Committee member (non-chair), Nominating & Governance | $5,000 | $7,500 |
Nicole Lambert – 2024 director compensation:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $55,487 |
| Stock awards (RSUs) – grant date fair value | $133,560 |
| Options awards – grant date fair value | $267,012 |
| Total | $456,059 |
Performance Compensation
Program structure and vesting (non-employee directors):
- Initial equity grant upon joining Board: ~$750,000 split ~2/3 options and ~1/3 RSUs; options vest monthly over 36 months; RSUs vest in three equal annual installments; accelerate on change-in-control .
- Annual equity grant at each annual meeting: ~$400,000 split ~2/3 options and ~1/3 RSUs; vests in full on earlier of 12 months from grant or next annual meeting; accelerates on change-in-control .
Nicole Lambert – equity holdings and award profile (as of 12/31/2024):
| Equity Component | Shares/Units | Notes |
|---|---|---|
| Options outstanding | 82,000 | Mix of prior initial/annual awards; standard director vesting |
| RSUs outstanding | 8,400 | Annual director RSUs vest by next annual meeting |
No performance metrics (e.g., TSR hurdles, revenue/EBITDA goals) are tied to director equity or cash retainers; director compensation is time-based and role-based per program disclosures .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Lambert .
- Interlocks/potential influence: Gilead owns 35.0% beneficially and designates three directors (Dietmar Berger, Linda Higgins, Johanna Mercier); Lambert is not a Gilead designee .
Expertise & Qualifications
- Education: BA Biology & Sociology (Boston College); MS Genetic Counseling (Mt. Sinai/NYU) .
- Domain expertise: Commercial leadership in diagnostics/oncology; operations; international expansion; clinical genetics background .
- Committee-relevant skills: Compensation governance and nominating/board composition exposure through committee service .
Equity Ownership
Beneficial ownership as of March 1, 2025:
| Metric | Value |
|---|---|
| Shares owned directly/indirectly | 15,600 |
| Shares acquirable within 60 days (options/RSUs) | 58,000 |
| Total beneficially owned | 73,600 |
| % of shares outstanding | <1% |
| Options outstanding (gross) | 82,000 (director table) |
| RSUs unvested (gross) | 8,400 (director table) |
- Pledging/hedging: Insider Trading Policy prohibits short sales, derivatives (puts/calls), and borrowing to purchase securities; pledging not expressly addressed in cited section .
Governance Assessment
- Board effectiveness: Lambert strengthens commercial/go-to-market competency on a science-heavy board; she is independent and engaged via Compensation and Nominating committees, supporting pay governance and board composition .
- Independence and attendance: Confirmed independent; Board held eight meetings in 2024 and all directors met ≥75% attendance; independent-director executive sessions held regularly—positive engagement signal .
- Compensation alignment: Director pay is standard for biotech peers—cash retainers plus annual option/RSU grants with simple time-based vesting; 2024 total compensation of $456,059 is within typical ranges for NASDAQ/NYSE biopharma boards .
- Ownership “skin in the game”: Beneficial ownership of 73,600 shares (<1%) supported by ongoing director equity grants; positive but modest alignment typical for non-employee directors .
- Conflicts/related-party exposure: No Lambert-specific related-party transactions disclosed; broader governance consideration is Gilead’s 35% stake and three designees on the Board—Arcus highlights committee independence and Audit Committee oversight of related-party transactions, which helps mitigate influence risk .
- Shareholder signals: Say-on-pay support ~96% in 2024 for NEO compensation indicates investor comfort with overall governance/compensation framework, indirectly supportive of Compensation Committee stewardship .
- Policies: Clawback policy for executive incentive pay and equity administration policy/process guard against timing/option backdating concerns—good controls; Insider Trading Policy prohibits speculative trading—alignment-friendly .
- Red flags: None specific to Lambert identified (no low attendance, no related-party ties, no hedging/pledging disclosed). Broader governance watchpoint remains concentration of ownership and Gilead-linked directors .
Overall, Lambert’s independence, committee roles, and commercial/operational background are positives for board effectiveness; ongoing monitoring of Gilead influence and director equity/ownership progression will help assess alignment and investor confidence .