Stuart Arbuckle
RHYTHM PHARMACEUTICALSAbout Stuart Arbuckle
Stuart A. Arbuckle is an independent Class I director of Rhythm Pharmaceuticals; age 59 as of April 29, 2025, with a board term expiring at the 2027 Annual Meeting . He has served on Rhythm’s board since July 2019 and is a seasoned biopharma operator currently serving as Executive Vice President and Chief Operating Officer at Vertex Pharmaceuticals (retirement effective July 1, 2025) . He holds a BSc in Pharmacology and Physiology from the University of Leeds (UK) . The board has determined he is independent under Nasdaq and SEC standards; there are no family relationships among directors and officers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals | Executive Vice President & Chief Commercial Officer | Sep 2012–Mar 2021 | Led global commercial team across reimbursement/access, sales, marketing, patient support, and market research |
| Amgen | Vice President & Regional General Manager | Dates not specified (prior to 2012) | Led regional expansion across Asia, Middle East, Africa; led sales/marketing for oncology portfolio (Aranesp, Neulasta, NEUPOGEN); launched XGEVA and Nplate |
| GlaxoSmithKline (GSK) | Sales & Marketing roles | 15 years | Roles across metabolic, respiratory, musculoskeletal, cardiovascular therapy areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vertex Pharmaceuticals | Executive Vice President & Chief Operating Officer | Aug 2021–Jul 1, 2025 (retiring) | Oversees global commercial team plus HR, Corporate Communications, Program & Portfolio Management; retirement announced Feb 10, 2025 |
| ImmunoGen, Inc. | Director | Jan 2019–Feb 2024 | Prior public company directorship |
Board Governance
- Committee assignments: Member, Compensation & Management Development Committee; previously served on Audit Committee until March 2024 .
- Independence: Board determined Arbuckle and all non-employee directors are independent under Nasdaq/SEC rules; Audit and Compensation committee members meet heightened independence standards .
- Attendance/engagement: Board held four meetings in 2024; all directors attended ≥75% of Board/committee meetings; all eight directors attended the 2024 Annual Meeting; executive sessions without management are held regularly .
- Board structure: Classified board; Arbuckle is Class I, term expires 2027; Lead Independent Director is Edward T. Mathers .
- Committee activity: Audit Committee met 5 times in 2024; Compensation & Management Development Committee met 4 times .
- Risk oversight: Audit oversees financial/cyber risk; Compensation Committee monitors compensation risk; Governance & Nominating oversees independence and related person transactions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $61,333 | Annual cash compensation for director service |
| Annual cash retainer (program) | $50,000 | Base director retainer (paid in arrears) |
| Committee membership fees (program) | Audit member: $10,000; Comp & MD member: $10,000 (increased from $7,500 on June 18, 2024); Governance member: $5,000 | Chair fees: Audit $20,000; Comp & MD $20,000; Governance $10,000; Lead Director $35,000 |
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual option grant | Jun 18, 2024 | 14,000 | $398,782 | Vests in full upon earlier of first anniversary or 2025 annual meeting; exercise price = FMV on grant date; accelerates on change in control |
| Annual RSU grant | Jun 18, 2024 | 4,000 | $165,560 | Vests in full upon earlier of first anniversary or 2025 annual meeting; accelerates on change in control |
| Options outstanding at FY-end (12/31/24) | — | 111,500 | — | As of April 28, 2025, 111,500 options are exercisable within 60 days |
| Unvested RSUs outstanding at FY-end (12/31/24) | — | 4,000 | — | Scheduled to vest within 60 days of April 28, 2025 |
- Program features: Initial director grants (on/after Jun 18, 2024) = 28,000 options + 8,000 RSUs vesting annually over 3 years; annual continuing director grants scheduled Jun 18, 2024 were 14,000 options + 4,000 RSUs; no annual grants on Sep 18, 2024 meeting; equity award grant-date fair value cap $600,000 with a 1.5 options:1 RSU reduction ratio if needed; all outstanding director equity vests fully immediately prior to a change in control .
Other Directorships & Interlocks
| Company | Capacity | Interlocks/Notes |
|---|---|---|
| ImmunoGen, Inc. | Former Director (Jan 2019–Feb 2024) | No disclosed compensation committee interlocks involving Rhythm executives in 2024 |
Expertise & Qualifications
- Extensive biopharma commercial leadership across Vertex, Amgen, and GSK; led product launches and global expansion initiatives .
- Considered financially literate for Audit Committee service (served until March 2024) .
- Independent director with no family relationships and governance experience on Compensation Committee .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown | Pledging/Hedging |
|---|---|---|---|---|
| Stuart A. Arbuckle | 118,500 | <1% (“*”) | 3,000 Common; 111,500 options exercisable within 60 days of Apr 28, 2025; 4,000 RSUs vest within 60 days of Apr 28, 2025 | None of the shares are pledged; company policy includes anti-hedging/anti-pledging |
| Shares outstanding (for reference) | 63,597,942 | — | — | — |
- Stock Ownership Policy: Adopted Dec 2024; directors required to hold ≥3x annual cash retainer; five-year compliance window; all current participants were already in compliance at adoption .
Governance Assessment
- Independence and committee work: Arbuckle is independent and serves on the Compensation & Management Development Committee; prior Audit Committee service (until March 2024) supports financial oversight credibility .
- Attendance and engagement: Board and committee attendance thresholds met; all directors attended the 2024 Annual Meeting; executive sessions are held regularly—positive for board effectiveness .
- Compensation mix and alignment: 2024 director pay is equity-heavy (options and RSUs fair value totaling $564,342 vs $61,333 cash), with one-year vesting and change-in-control acceleration; program includes grant-value cap and market benchmarking via Pay Governance—alignment mechanisms but note CIC acceleration as potential investor sensitivity .
- Ownership alignment: Arbuckle holds options and RSUs with near-term vesting and is subject to a robust stock ownership policy; no pledging; anti-hedging/pledging policy in place—confidence-enhancing .
- Conflicts/related party exposure: Governance & Nominating oversees related person transactions; 2024 related party disclosures highlight an Investment Agreement with >5% holders (Perceptive, Baker Bros.), with no specific director-related transactions identified for Arbuckle—limited conflict signals .
- Shareholder support: Say-on-pay approval was 97.1% in 2024, and the Compensation Committee adopted PSUs for executives based on shareholder feedback—strong compensation governance signal (note: executive program; director pay remains time-based) .
- RED FLAGS: Change-in-control acceleration for director equity ; otherwise, no hedging/pledging, no tax gross-ups for CIC payments, and no option repricing without stockholder approval—mitigants to typical governance risks .
Compensation Committee Analysis
- Composition: Lynn A. Tetrault (Chair), Camille L. Bedrosian, M.D., Stuart A. Arbuckle; all independent .
- Consultant: Pay Governance engaged; program updated June 18, 2024 .
- Interlocks: No compensation committee interlocks involving Rhythm executive officers in 2024 .
- Meetings: Four in 2024 .
- Clawback: Nasdaq/Rule 10D-1 compliant clawback adopted; applies to executive officers .
Audit Committee Context
- Arbuckle served until March 2024; current members are McGirr (Chair), Good, Jean; he met financial literacy requirements while serving; all members independent .
- Meetings: Five in 2024 .
Director Compensation Structure
| Element | Policy Details |
|---|---|
| Cash Retainers | Base $50,000; Lead Director $35,000; Committee chairs/members per schedule |
| Equity Grants | Annual continuing director awards (2024 schedule): 14,000 options + 4,000 RSUs (granted June 18, 2024); no grants on Sep 18, 2024; initial director grants updated to 28,000 options + 8,000 RSUs post-Jun 18, 2024 |
| Vesting | Annual awards vest fully by first anniversary or next annual meeting; initial awards vest annually over 3 years; CIC accelerates |
| Limits | Grant-date fair value cap $600,000; if exceeded, reduce using 1.5 options per 1 RSU ratio |
Director Compensation (2024) – Stuart Arbuckle
| Metric | Amount |
|---|---|
| Cash fees earned | $61,333 |
| Stock awards (RSUs) grant-date fair value | $165,560 |
| Option awards grant-date fair value | $398,782 |
| Total | $625,675 |
Equity Position Detail (as of April/Year-end)
| Item | Quantity |
|---|---|
| Option awards outstanding at FY-end (12/31/24) | 111,500 |
| Unvested RSUs outstanding at FY-end (12/31/24) | 4,000 |
| Beneficial ownership (as of Apr 28, 2025) | 118,500 shares (3,000 Common; 111,500 options exercisable within 60 days; 4,000 RSUs vest within 60 days) |
| Percentage of shares outstanding | <1% (“*”) |
| Shares outstanding reference | 63,597,942 |
| Pledging status | None pledged |
Related Party Transactions & Policies
- Policy: Governance & Nominating Committee must review and approve any related person transaction above $120,000; considers arm’s-length terms and material interest .
- 2024/2025 disclosures: $150 million Convertible Preferred Stock Investment Agreement with Perceptive and Baker Bros.; table of participating >5% holders; director-related transactions not disclosed for Arbuckle .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.1% support; feedback led to adoption of three-year PSUs for executives with defined financial, commercial, and strategic goals .
- Governance practices: No tax gross-ups for change-in-control payments, no option repricing without stockholder approval, anti-hedging/anti-pledging policy, stock ownership policy, independent Compensation Committee, use of peer benchmarking and capped incentive payouts .
Governance Summary
- Strengths: Clear independence; strong attendance; equity alignment via ownership policy; anti-hedging/anti-pledging; clawback policy; robust committee oversight; high say-on-pay support .
- Watch items: Director equity accelerates on change-in-control; sizable option holdings—which can be positive for alignment but may influence risk tolerance; external executive role at Vertex ending July 2025 reduces potential time-commitment concerns .