Terry Rosen
About Terry Rosen
Terry Rosen, Ph.D., age 66, is Arcus Biosciences’ co-founder, Chief Executive Officer since May 2015, and Chairman since December 2017, with prior executive and R&D leadership roles at Flexus Biosciences, Amgen, Tularik, Pfizer Central Research, and Abbott Laboratories; he holds a B.S. in Chemistry (University of Michigan) and a Ph.D. in Chemistry (UC Berkeley) and serves on multiple public and non-profit boards . Under his tenure, pay-versus-performance disclosures show total shareholder return trajectories versus a 2019 $100 base and GAAP net income, providing context on value creation in a clinical-stage portfolio tracking toward registrational programs .
TSR and Net Income context:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR ($ per $100 invested Dec-2019) | 257.03 | 400.69 | 204.75 | 194.36 | 147.43 |
| Net Income (GAAP, $MM) | (123) | 53 | (267) | (307) | (283) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arcus Biosciences | CEO; Chairman; Director | CEO since May 2015; Chairman since Dec 2017; Director since Apr 2015 | Led transition to late-stage portfolio (TIGIT/PD-1, adenosine, CD73), co-development structures, and scaling toward registrational trials |
| Flexus Biosciences | Co-founder; CEO | Oct 2013–Apr 2015 | Built immuno-oncology platform; company acquired by Bristol-Myers Squibb |
| Amgen | VP, Therapeutic Discovery | 2004–Jan 2013 | Portfolio and discovery leadership across modalities |
| Tularik | Director/VP Chemistry; Executive roles | 1993–2004 | Drug discovery leadership; company acquired by Amgen |
| Pfizer Central Research | Research | 1987–1993 | Early discovery roles |
| Abbott Laboratories | Research | 1985–1987 | Early discovery roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IDEAYA Biosciences (NASDAQ: IDYA) | Director | Not disclosed | Current public board service |
| Epiodyne; Simcha Therapeutics Holding Co.; Sonoma Biotherapeutics | Director/Board roles | Not disclosed | Private company boards |
| UC Berkeley Board of Visitors; Berkeley Foundation | Board roles | Not disclosed | Academic/non-profit governance |
| California Life Sciences Association; Salk Institute | Board roles | Not disclosed | Industry association and research institute governance |
| PACT Pharma | Director | Dec 2016–Oct 2022 | Prior private board service |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 650,000 | 725,000 |
| Non-Equity Incentive (Annual Bonus Paid, $) | 400,000 | 550,000 | 615,000 |
| Stock Awards (RSUs, grant-date fair value, $) | 2,146,950 | 2,327,514 | 1,544,000 |
| Stock Options (grant-date fair value, $) | 6,145,370 | 6,582,319 | 4,380,960 |
| Total Compensation ($) | 9,048,432 | 10,120,945 | 7,279,504 |
2024 bonus target for the CEO was 85% of base ($616,250 target), with actual payout of $615,000 based on accelerated enrollment in Phase 3 and portfolio advancement . 2024 CEO pay ratio was approximately 29.9:1 versus the median employee’s $243,173 .
Performance Compensation
2024 equity awards and terms:
| Award Type | Grant Date | Shares | Exercise Price | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 1/23/2024 | 405,900 | $15.44/share | 1/48 monthly from 1/1/2024, service-based | 4,380,960 |
| RSUs | 1/23/2024 | 100,000 | N/A | 25% annually each 12/15 from 12/15/2024, service-based | 1,544,000 |
2024 RSU vesting realized:
| Metric | 2024 |
|---|---|
| RSUs vested (shares) | 99,743 |
| Value realized on vesting ($) | 1,626,117 |
2024 CEO option exercises: none .
Equity Ownership & Alignment
Total beneficial ownership as of March 1, 2025:
| Holder | Shares Owned | Shares Acquirable in 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Terry Rosen, Ph.D. | 2,571,357 | 1,019,732 | 3,591,089 | 3.4% |
Notes:
- Includes 632,974 shares in family trusts where Rosen has voting/dispositive power but no pecuniary interest .
- Unvested RSUs at 12/31/2024: 15,031; 52,850; 75,000 with aggregate market value references at $14.89 close price (e.g., 75,000 RSUs valued at $1,116,750) .
- Insider Trading Policy prohibits short sales, options/derivatives, and borrowing to purchase company securities; no pledging disclosure provided in proxy .
Outstanding equity awards (selected CEO entries at 12/31/2024):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 1/16/2019 | 100,175 | — | $10.36 | 1/15/2029 |
| 1/17/2020 | 183,782 | — | $10.23 | 1/16/2030 |
| 1/19/2021 | 161,029 | 5,833 | $36.73 | 1/18/2031 |
| 3/8/2022 | 137,215 | 66,829 | $33.03 | 3/7/2032 |
| 1/23/2023 | 205,563 | 223,437 | $22.02 | 1/22/2033 |
| 1/23/2024 | 93,019 | 312,881 | $15.44 | 1/22/2034 |
Employment Terms
- Offer letters govern initial terms; current severance covered by the severance program .
- Severance and change-in-control economics (double-trigger for equity acceleration within 12 months post-CoC) :
| Scenario (as of 12/31/2024) | Cash Severance ($) | Bonus ($) | Health Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o cause (non-CoC) | 725,000 | 616,250 (discretionary) | 33,598 | — | 1,374,848 |
| Termination w/o cause or for good reason within 12 months after CoC | 1,450,000 | 616,250 | 67,195 | 2,127,498 | 4,260,943 |
Definitions of Cause, Good Reason, and Change in Control are specified in the program . Clawback Policy compliant with NYSE 303A.14 requires recoupment of excess incentive-based compensation following covered restatements . Equity grant timing and administration governed by Equity Administration Policy; grants effective on the next 8th or 23rd trading day post-approval, with guardrails against MNPI timing .
Board Governance
- Roles: CEO and Chairman (not independent); Lead Independent Director: Dr. Yasunori Kaneko .
- Independence: Rosen is not independent; majority of Board is independent; Gilead designees (Dietmar Berger, Linda Higgins, Johanna Mercier) are not independent by virtue of Gilead relationship .
- Committee service: Rosen did not serve on committees in 2024; committees include Audit (Chair: Falberg), Compensation (Chair: Kaneko), Nominating & Corporate Governance (Chair: Lacey), Science (Chair: Perlman) .
- Meetings and attendance: Board met eight times in 2024; all directors attended at least 75% of meetings; independent directors held executive sessions as required .
- Director compensation: No separate director compensation paid to Rosen in 2024 (as an employee director) .
Compensation Structure Analysis
- Mix shift: CEO cash increased (salary $650k→$725k; bonus $550k→$615k) while equity grant-date values decreased (options $6.58M→$4.38M; RSUs $2.33M→$1.54M), reducing total comp from $10.12M (2023) to $7.28M (2024) .
- Equity-heavy incentives: 2024 annual equity awards sized at $7.5M with approx. 67% options and 33% RSUs; numbers for CEO: 405,900 options at $15.44 and 100,000 RSUs, vesting over four years .
- Peer benchmarking: Compensation Committee targets 50th–75th percentile vs a curated oncology/late-stage biopharma peer group (e.g., Agios, BridgeBio, Cytokinetics, Iovance, Mirati, Prothena, Syndax, Xencor) with market cap, stage, and geography filters; Radford engaged as independent consultant .
Equity Ownership & Alignment Signals
- Meaningful personal stake: 3.4% beneficial ownership with voting control over family-trust shares; unvested RSUs and multi-year option ladders align incentives to stock appreciation .
- Hedging/derivatives prohibited by policy; no pledging disclosed, reducing misalignment and margin-call risks .
Related Party & Influence Considerations
- Gilead holds 35.0% beneficial ownership and board designation rights (three directors), with extensive collaboration and cost-sharing arrangements; additional $320M share purchases since Jan 2024 under the Purchase Agreement .
- CEO dual role (Chairman) mitigated by Lead Independent Director and regular independent executive sessions, but still a governance consideration for independence and oversight .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: approx. 96% support at 2024 meeting, indicating broad shareholder endorsement of NEO pay practices .
Performance Compensation Details
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual corporate goals (timelines for Phase 3; initiating PRISM-1; casdatifan data; advancing AB801/AB598; funding runway) | Not disclosed | Established by Comp Committee | Achieved/advanced per 2024 highlights | CEO bonus $615,000 | Cash bonus paid; equity vests per schedules |
Investment Implications
- Compensation alignment: Equity-heavy structure with multi-year vesting provides retention and alignment; 2024 reduction in equity grant values alongside higher cash suggests calibration to market and pipeline risk while preserving performance leverage via options .
- Retention and selling pressure: RSUs vest annually in sizeable tranches (e.g., ~100k vested in 2024), which can create periodic liquidity events; options from 2019–2020 are in-the-money relative to 12/31/2024 close, while later grants require further appreciation, moderating near-term exercise pressure .
- Change-in-control economics: Double-trigger equity acceleration and 2x salary plus target bonus provide robust protection; investors should consider this in event-driven scenarios and potential dilution from accelerated vesting .
- Governance: CEO-Chair dual role and Gilead’s 35% stake plus three board seats concentrate influence; mitigants include Lead Independent Director and independent majorities, but independence optics remain a monitoring point for pay, R&D prioritization, and commercialization decisions .
- Shareholder support: Strong say-on-pay approval indicates limited near-term pressure for compensation redesign; continued transparency on clinical milestones and cost-sharing dynamics with partners will be key for sustaining support .