ARCUS BIOSCIENCES, INC., DEF 14A filed on 4/22/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Arcus Biosciences, Inc.
Entity Central Index Key 0001724521
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
The following table discloses additional compensation information of (i) our Chief Executive Officer and (ii) all other named executive officers (the "Other NEOs"), including “compensation actually paid” during the specified years alongside total shareholder return ("TSR") and net income metrics:
Value of initial fixed $100 investment based on:
Year(1)
Summary compensation table total for CEO
($)
Compensation actually paid to CEO(2)(3)
($)
Average summary compensation table
total for Other NEOs
($)
Average Compensation actually paid to Other
NEOs(2)(4)
($)
Total shareholder return(5)
($)
Peer group total shareholder return(5)
($)
Net income(6)
($ millions)
20247,279,504 4,803,366 2,793,357 1,696,346 147.43 95.43 (283)
202310,120,945 7,480,720 4,193,925 2,953,574 194.36 94.37 (307)
20229,048,432 (2,065,105)4,191,618 (2,394,074)204.75 87.61 (267)
20219,483,339 14,577,932 5,939,512 7,091,681 400.69 117.83 53 
20205,685,664 12,015,409 5,363,707 10,455,559 257.03 148.03 (123)
       
Named Executive Officers, Footnote Our Chief Executive Officer for each of the years presented was Dr. Rosen. Our Other NEOs for 2024, 2023 and 2022 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2021 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett, Carolyn Tang and William Grossman. Our Other NEOs for 2020 were Jennifer Jarrett and William Grossman.        
Peer Group Issuers, Footnote TSR figures assume an initial investment in our common stock of $100 on December 31, 2019. The peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P Biotechnology Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 26.        
PEO Total Compensation Amount $ 7,279,504 $ 10,120,945 $ 9,048,432 $ 9,483,339 $ 5,685,664
PEO Actually Paid Compensation Amount $ 4,803,366 7,480,720 (2,065,105) 14,577,932 12,015,409
Adjustment To PEO Compensation, Footnote The adjustments made to the summary compensation table total for Dr. Rosen for each year presented above to determine compensation actually paid to Dr. Rosen in such year are shown in the tables below:
20242023202220212020
Summary compensation table total7,279,504 10,120,945 9,048,432 9,483,339 5,685,664 
Less, value of stock & option awards(5,924,960)(8,909,833)(8,292,320)(8,548,858)(5,356,475)
Plus year-end value of awards granted in fiscal year that are unvested and outstanding4,156,034 5,634,249 3,788,462 7,142,260 7,893,097 
Plus change in fair value of prior year awards that are outstanding and unvested(1,390,550)(573,908)(5,490,389)3,923,736 1,828,423 
Plus FMV as of the vesting date of awards granted this year and that vested this year1,363,210 1,648,267 1,608,814 1,783,385 1,108,163 
Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year(679,872)(439,000)(2,728,104)794,070 856,537 
Total adjustments(2,476,138)(2,640,225)(11,113,537)5,094,593 6,329,745 
Compensation actually paid to CEO4,803,366 7,480,720 (2,065,105)14,577,932 12,015,409 
       
Non-PEO NEO Average Total Compensation Amount $ 2,793,357 4,193,925 4,191,618 5,939,512 5,363,707
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,696,346 2,953,574 (2,394,074) 7,091,681 10,455,559
Adjustment to Non-PEO NEO Compensation Footnote The adjustments made to the average summary compensation table total for Other NEOs for each year presented above to determine average compensation actually paid to Other NEOs in such year are shown in the tables below:
20242023202220212020
Summary compensation table total2,793,357 4,193,925 4,191,618 5,939,512 5,363,707 
Less, value of stock & option awards(1,918,678)(3,364,997)(3,444,851)(5,298,516)(4,864,788)
Plus year-end value of awards granted in fiscal year that are unvested and outstanding1,345,900 2,127,890 1,848,729 3,797,282 6,969,591 
Plus change in fair value of prior year awards that are outstanding and unvested(591,055)(367,886)(4,050,985)2,678,504 1,656,950 
Plus FMV as of the vesting date of awards granted this year and that vested this year441,522 622,491 528,662 1,094,353 509,856 
Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year(374,700)(257,849)(1,467,247)678,367 820,243 
Less, prior year fair value of prior year awards that failed to vest this year— — — (1,827,217)— 
Plus adjustments for stock modification— — — 29,396 — 
Total adjustments(1,097,011)(1,240,351)(6,585,692)1,152,169 5,091,852 
Compensation actually paid to Other NEOs1,696,346 2,953,574 (2,394,074)7,091,681 10,455,559 
       
Compensation Actually Paid vs. Total Shareholder Return
The graphs below show the relationship between (i) the compensation actually paid to both our Chief Executive Officer and the Other NEOs for the years set forth in the Pay versus Performance Table and (ii) the net income/loss and total shareholder return for the corresponding years:
4029
       
Compensation Actually Paid vs. Net Income
The graphs below show the relationship between (i) the compensation actually paid to both our Chief Executive Officer and the Other NEOs for the years set forth in the Pay versus Performance Table and (ii) the net income/loss and total shareholder return for the corresponding years:
4027
       
Total Shareholder Return Vs Peer Group TSR figures assume an initial investment in our common stock of $100 on December 31, 2019.        
Total Shareholder Return Amount $ 147.43 194.36 204.75 400.69 257.03
Peer Group Total Shareholder Return Amount 95.43 94.37 87.61 117.83 148.03
Net Income (Loss) $ (283,000,000) $ (307,000,000) $ (267,000,000) 53,000,000 (123,000,000)
PEO Name Dr. Rosen Dr. Rosen Dr. Rosen    
Additional 402(v) Disclosure Fair value or change in fair value, as applicable, of equity awards in the "compensation actually paid" columns was determined by reference to (i) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price and (ii) for stock options, the fair value estimated using a binomial lattice model as of the applicable year-end or vesting date(s). Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date.eflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown.        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,476,138) $ (2,640,225) $ (11,113,537) 5,094,593 6,329,745
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,924,960) (8,909,833) (8,292,320) (8,548,858) (5,356,475)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,156,034 5,634,249 3,788,462 7,142,260 7,893,097
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,390,550) (573,908) (5,490,389) 3,923,736 1,828,423
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,363,210 1,648,267 1,608,814 1,783,385 1,108,163
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (679,872) (439,000) (2,728,104) 794,070 856,537
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,097,011) (1,240,351) (6,585,692) 1,152,169 5,091,852
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,918,678) (3,364,997) (3,444,851) (5,298,516) (4,864,788)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,345,900 2,127,890 1,848,729 3,797,282 6,969,591
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (591,055) (367,886) (4,050,985) 2,678,504 1,656,950
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 441,522 622,491 528,662 1,094,353 509,856
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (374,700) (257,849) (1,467,247) 678,367 820,243
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 (1,827,217) 0
Non-PEO NEO | Plus Adj for Stock Modification [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 29,396 $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Our Compensation Committee has adopted an Equity Administration Policy which implements a framework for a consistent process for granting, pricing and administering equity-based awards. The policy establishes the terms of all equity-based awards issued by the Company to officers, employees and consultants under our equity plans. The policy establishes the terms for such grants including the grant effective date, pricing and vesting. For example, all equity awards will have a grant effective date of the next 8th or the 23rd of a calendar month (whichever occurs first) following approval by the Compensation Committee. If such day is not a trading day, the effective date of such grant will be the next trading day thereafter.
During 2024, we did not grant stock options, stock appreciation rights, or similar option‐like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Our Compensation Committee does not take material nonpublic information into account when determining the timing or terms of awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method For example, all equity awards will have a grant effective date of the next 8th or the 23rd of a calendar month (whichever occurs first) following approval by the Compensation Committee. If such day is not a trading day, the effective date of such grant will be the next trading day thereafter.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Our Compensation Committee does not take material nonpublic information into account when determining the timing or terms of awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true