Yasunori Kaneko
About Yasunori Kaneko
Independent director of Arcus Biosciences since May 2015; age 71. He is Lead Independent Director, chairs the Compensation Committee, and serves on the Audit Committee (designated an “audit committee financial expert”). He previously was Managing Director at Skyline Venture Partners (1999–2019), CFO/VP Business Development at Tularik (1992–1999), SVP/CFO at Ionis (1991–1992), with earlier roles at Genentech and Paribas Capital Markets; education includes an M.D. and undergraduate degree from Keio University and an MBA from Stanford GSB. The Board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skyline Venture Partners, L.P. | Managing Director | Jan 1999 – Jan 2019 | Led life-sciences venture investing; board experience across portfolio companies. |
| Tularik, Inc. | CFO and VP, Business Development | 1992 – 1999 | Finance, BD through to acquisition by Amgen (2004); prior leadership team experience with multiple drug programs. |
| Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) | SVP & CFO | 1991 – 1992 | Finance leadership during company’s IPO era (company went public May 1991). |
| Paribas Capital Markets LTD | Head of Corporate Finance (Investment Banking) | 1987 – 1991 | Corporate finance leadership. |
| Genentech, Inc. | Business Development | 1981 – 1987 | Early biopharma BD responsibilities. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Provigate Inc. | Director | Current | Private company board. |
| Nippon Paint Holdings Co., Ltd. (TYO: 4612) | Director | Mar 2018 – Mar 2020 | Large-cap public company in Japan. |
| LeukoSite Inc. | Director | Feb 1998 – Dec 1999 | Served until merger with Millennium Pharmaceuticals. |
| Stanford Interdisciplinary Life Sciences Council | Member | Current | Advisory/academic council membership. |
Board Governance
- Independence and role: The Board determined Dr. Kaneko is independent; he also serves as Lead Independent Director with responsibilities to preside over executive sessions and liaise with the CEO.
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee (financial expert). Not listed on Nominating & Corporate Governance or Science Committees.
- Attendance: Board met eight times in 2024; all directors attended at least 75% of Board and committee meetings for which they served. Independent directors held regular executive sessions in 2024.
- Board structure: Combined Chair/CEO (Dr. Rosen) with a strong LID (Dr. Kaneko) and four standing committees (Audit, Compensation, Nominating & Corporate Governance, Science) with defined risk oversight roles.
- Compensation Committee interlocks: None disclosed.
Fixed Compensation
2024 non-employee director compensation received by Dr. Kaneko:
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Stock Awards (RSUs) – grant date fair value | $133,560 |
| Option Awards – grant date fair value | $267,012 |
| Total | $498,072 |
Reference program parameters (for context):
- Annual Board retainer: $45,000; Lead Independent Director retainer: $25,000; Compensation Committee Chair retainer: $15,000; Audit Committee member retainer: $10,000 (Nominating retainers increased in June 2024; not directly applicable to Kaneko’s roles).
Performance Compensation
- Non-employee director equity is time-based (not performance-conditioned): initial equity ≈$750k value; annual equity ≈$400k value; each split ~2/3 options and ~1/3 RSUs; annual grants vest fully by the earlier of 12 months from grant or the next annual meeting; full vesting on change in control.
Vesting detail (2024 grant structure):
- Options generally vest monthly; RSUs on a single 12-month schedule for annual awards (or 3-year schedule for initial awards), subject to continued service.
Performance metric table for director compensation:
| Metric Type | Disclosed? |
|---|---|
| Financial/operational performance goals tied to director pay | None disclosed (equity is time-vested) |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Provigate Inc. | Private | Director | No disclosed Arcus counterparty ties. |
| Nippon Paint Holdings (TYO: 4612) | Public | Director (former) | Historical; no current Arcus transaction noted. |
| LeukoSite Inc. | Public (historical) | Director (former) | Historical; merged in 1999. |
Context on strategic investor interlocks:
- Gilead owns up to 35% and has three designated directors on Arcus’s Board (Dietmar Berger, Linda Higgins, Johanna Mercier) under the Investor Rights Agreement; Arcus also has extensive collaboration agreements with Gilead. Dr. Kaneko is not a Gilead designee.
Expertise & Qualifications
- Designated “audit committee financial expert” with NYSE “financial sophistication.”
- Combined medical training (M.D., Keio University) and financial/operational leadership (CFO roles, venture capital MD), plus Stanford MBA.
- Deep biopharma BD/finance background (Genentech, Tularik, Ionis) and governance experience (Compensation Chair; LID).
Equity Ownership
| Ownership Detail | Amount/Breakdown |
|---|---|
| Shares owned (beneficial) | 930,555 shares: 505,050 via Kaneko Capital, LLC; 252,524 via Kaneko Investments, LLC; 152,981 via trusts. |
| Shares that may be acquired within 60 days | 64,400 (primarily options). |
| Total beneficial ownership | 994,955 shares (<1% of outstanding). |
| Director equity at 12/31/2024 | Options to purchase 88,400 shares; 8,400 RSUs unvested. |
Notes:
- The company’s Insider Trading Policy prohibits short sales and derivatives; no pledging disclosure specific to Dr. Kaneko was noted in the proxy.
Governance Assessment
Strengths
- Independent LID and Compensation Chair with financial expertise; Audit Committee member and designated financial expert—supports oversight of pay, financial reporting, and related-party reviews.
- Strong engagement: all directors met ≥75% attendance; independent director executive sessions held.
- Clear clawback policy administered by the Compensation Committee; standard director equity program with straightforward vesting; no interlocks disclosed for the Compensation Committee.
Key Watch Items
- Significant strategic investor influence: Gilead holds up to 35% with three board designees and multiple collaboration agreements; while Dr. Kaneko is independent, his roles (LID, Comp Chair) require continued vigilance on conflicts oversight, especially around related-party terms and executive incentives tied to partnership outcomes.
- Combined CEO/Chair structure persists; mitigated by an empowered LID (Dr. Kaneko), but investors often prefer an independent chair.
Related-Party Context
- Arcus–Gilead agreements include optioned programs, cost-sharing, potential milestones, and a stock purchase arrangement through July 2025; Audit Committee oversees related-person transactions. Dr. Kaneko’s Audit Committee participation and financial expert status are relevant mitigants.
Shareholder Sentiment
- Say-on-pay support was ~96% in 2024 (for 2023 NEO pay), indicating generally supportive investor sentiment toward pay practices during the period.
RED FLAGS (none identified specific to Dr. Kaneko)
- No director-level attendance issues, pay anomalies, pledging, or related-party transactions involving Dr. Kaneko were disclosed in the latest proxy. Continued monitoring is warranted given Arcus’s strategic investor dynamics.