Patrick Machado
About Patrick Machado
Patrick Machado, J.D. (age 61) has served as an independent director of Arcus Biosciences since December 2019. He is a Harvard Law School graduate (J.D.) with dual B.S. in Economics and B.A. in German from Santa Clara University, and brings two decades of biopharma operating experience in finance, business development, and legal functions, including co-founding Medivation and leading it through the commercial launch of XTANDI in prostate cancer . He is a Class I director up for election at the 2025 annual meeting; all directors, including Mr. Machado, attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medivation, Inc. | Co‑Founder; CFO & Chief Business Officer; later Director | Aug 2003–Apr 2014 (CFO/CBO); Director Apr 2014–Sep 2016 (acq. by Pfizer) | Led finance, BD, legal; leadership through XTANDI development/commercial launch |
| ProDuct Health, Inc. | CFO; SVP Business Development; General Counsel | 1998–2001 | Expanded access to ductal lavage with U.S. health plans |
| Chiron Corporation (Chiron Technologies) | Chief Legal Counsel; led major collaboration transactions | 1996–1998 | Transaction leadership for Chiron Technologies |
| Morrison & Foerster LLP | Attorney | 1990–1996 | Corporate legal practice |
| Massachusetts Supreme Judicial Court | Legal role | 1989–1990 | Judicial experience |
External Roles
| Company | Role | Status/Tenure | Notes |
|---|---|---|---|
| Adverum Biotechnologies (Nasdaq: ADVM) | Director | Current | Public biopharma |
| Xenon Pharmaceuticals (Nasdaq: XENE) | Director | Current | Public biopharma |
| Alumis Inc (Nasdaq: ALMS) | Director | Current | Public biopharma |
| ACELYRIN, Inc. (Nasdaq: SLRN) | Director | Current | Public biopharma |
| Turnstone Biologics (Nasdaq: TSBX) | Former Director | Aug 2018–Apr 2024 | Public biopharma |
| Sio Gene Therapies (Nasdaq: SIOX) | Former Director | Jun 2017–Feb 2018 | Public biopharma |
| Endocyte, Inc. | Former Director | Feb 2018–Dec 2018 | Acquired by Novartis (industry context) |
| Rocket Pharmaceuticals (Nasdaq: RCKT) | Former Director | Aug 2016–Jan 2018 | Public biopharma |
| Principia Biopharma | Former Director | Jun 2019–Sep 2020 | Acquired by Sanofi |
| Roivant Sciences (Nasdaq: ROIV) | Former Director | Oct 2016–Jun 2022 | Public biopharma |
| SCYNEXIS (Nasdaq: SCYX) | Former Director | Oct 2016–Jun 2022 | Public biopharma |
| Turning Point Therapeutics | Former Director | May 2019–Sep 2022 | Acquired by BMS |
| Chimerix (Nasdaq: CMRX) | Former Director | May 2014–Jun 2024 | Public biopharma |
Board Governance
- Independence: The Board affirmed Mr. Machado is independent under NYSE standards; no material or disqualifying relationships were found .
- Board leadership: CEO Terry Rosen is Chair; Dr. Kaneko serves as Lead Independent Director .
- Attendance: The Board met 8 times in 2024; all directors attended ≥75% of meetings of the Board and committees on which they served; 9 of 11 directors attended the 2024 annual meeting .
| Committee | 2024 Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | — | Kathryn Falberg | 6 |
| Compensation | — | Yasunori Kaneko | 5 |
| Nominating & Corporate Governance | Member (Machado) | David Lacey | 1 |
| Science | — | Andrew Perlman | 4 |
Fixed Compensation
| Component | Policy Amount | Effective Date | Notes |
|---|---|---|---|
| Board annual cash retainer | $45,000 | Prior to and after Jun 6, 2024 | Paid quarterly in arrears |
| Lead Independent Director | $25,000 | Prior to and after Jun 6, 2024 | Additional retainer |
| Audit Chair | $20,000 | Prior to and after Jun 6, 2024 | Additional retainer |
| Compensation Chair | $15,000 | Prior to and after Jun 6, 2024 | Additional retainer |
| Science Chair | $15,000 | Prior to and after Jun 6, 2024 | Additional retainer |
| Nominating & Gov Chair | $10,000 → $15,000 | Increase post Jun 6, 2024 | Additional retainer |
| Nominating & Gov member (non-chair) | $5,000 → $7,500 | Increase post Jun 6, 2024 | Additional retainer |
| Patrick Machado – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 51,422 |
| Stock awards (RSUs, grant date fair value) | 133,560 |
| Option awards (grant date fair value) | 267,012 |
| All other compensation | — |
| Total | 451,994 |
Performance Compensation
| Equity Grant Parameter | Value / Term |
|---|---|
| Initial equity award for new directors | ~$750,000 grant date fair value; split ~2/3 options, ~1/3 RSUs |
| Annual equity award for continuing directors | ~$400,000 grant date fair value; split ~2/3 options, ~1/3 RSUs |
| Exercise price | Fair Market Value on grant date (per 2018 Equity Plan) |
| Initial option vesting | Monthly over 36 months (service-based) |
| Initial RSU vesting | Three equal annual installments (service-based) |
| Annual option/RSU vesting | Full vest on earlier of 12 months post-grant or next annual meeting |
| Change-in-control | Initial and annual awards fully vest/exercise upon change in control |
The company maintains a Compensation Clawback Policy applicable to executive excess incentive-based compensation in the event of a covered financial restatement (NYSE 303A.14 compliance); clawback applicability to director equity is not specified .
Other Directorships & Interlocks
- Current public boards: Adverum (ADVM), Xenon (XENE), Alumis (ALMS), ACELYRIN (SLRN) .
- Compensation Committee interlocks: The RCUS Compensation Committee members (Kaneko, Lacey, Lambert) have no interlocks as defined over the past three years; none were officers of Arcus and no Arcus executive served on the compensation committee of another entity with reciprocal relationships .
- No RCUS proxy disclosure of shared directorships between Mr. Machado and current RCUS management or directors at other companies; independence affirmed .
Expertise & Qualifications
- Legal and corporate governance: Harvard J.D.; chief legal counsel experience at Chiron; attorney at Morrison & Foerster; judicial experience .
- Finance and operations: Former CFO/CBO roles; extensive transaction leadership and commercialization track record (XTANDI) .
- Industry: Broad oncology/biopharma exposure across public companies and R&D oversight familiarity .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Patrick Machado, J.D. | 16,900 | 114,400 | 131,300 | <1% (denoted “*”) |
| Director Equity Holdings at 12/31/2024 | Options (shares) | RSUs (shares) |
|---|---|---|
| Patrick Machado, J.D. | 138,400 | 8,400 |
Insider Trading Policy prohibits short sales and transactions in derivatives such as puts/calls or other positions tied to future price of Arcus securities, and borrowing from brokers/banks to purchase Arcus securities; the proxy does not disclose any pledging by directors .
Governance Assessment
- Committee engagement and independence: Machado serves on the Nominating & Corporate Governance Committee (independent), supporting director selection, board assessments, and governance principles; Board affirmed his independence and lack of disqualifying relationships—positive for investor confidence .
- Attendance and workload: Board/committee attendance thresholds were met; however, concurrent service on multiple public biopharma boards (ADVM, XENE, ALMS, SLRN) suggests meaningful time commitments—monitor for any attendance/engagement slippage over time .
- Alignment and incentives: Director pay is heavily equity‑tilted (time‑based options/RSUs; annual ~$400k grant), creating market-linked alignment; change‑in‑control full acceleration of director equity can be perceived as investor‑unfriendly if not balanced by robust independence—flag for governance scrutiny in M&A scenarios .
- Ownership: Beneficial ownership is modest (<1%), typical for non‑employee directors; holdings include both vested/exercisable options and unvested RSUs, aligning incentives with equity performance .
- Controls and conflicts: RCUS maintains related‑party transaction review by the Audit Committee; 2024–2025 related‑person disclosure centers on Gilead agreements, with no Machado‑specific transactions disclosed; Insider Trading Policy restricts short sales and derivatives—reducing hedging/pledging risk vectors, though explicit pledging prohibitions are not stated in proxy .
RED FLAGS to monitor
- Multi‑board load: Four concurrent public boards may stress capacity if RCUS faces accelerated clinical or transaction activity; keep tracking Nom‑Gov meeting cadence and Machado’s attendance/lead contributions .
- Equity acceleration: Single‑trigger vesting at change‑in‑control for directors may misalign incentives in a sale scenario if not counterbalanced by strong independent oversight and robust process disclosures .
- Concentrated strategic partner exposure: While not tied to Machado, Gilead’s large ownership and board representation underscores the need for vigilant independence on governance/strategic committees .
Citations: All facts are sourced from Arcus Biosciences DEF 14A (Apr 22, 2025).