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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to § 240.14a-12
o | Preliminary Proxy Statement | ||||
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Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
6, 2024
Stockholder:
of Directors 6, 2024 6, 2024 MEETING AGENDA Proposal No. Proposal Board Vote 1 To elect the Board of Directors’ For each Arcus director nominee 2 To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of Arcus for its fiscal year ending December 31, For 3 To approve, on an advisory basis, the compensation of Arcus’s named executive officers, as disclosed in this Proxy Statement. For QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Outstanding Equity have received with their proxy materials. Instructions on how to vote while participating in the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/ RCUS2024. Record Date. in accordance with the Board's recommendations. Please refer to our bylaws for additional information required for your proposal (including a director nomination) to be considered. Please refer to our bylaws Rule 14a-19 under the Exchange Act for additional information and requirements regarding stockholder proposals and director nominations. non-votes for each proposal. NAME CLASS AGE POSITION HELD WITH THE COMPANY Terry Rosen, Ph.D. III Chief Executive Officer, Director and Chairman III Director III Director I Director II Director II Director I Director Johanna Mercier II Director I Director I Director Meeting: is able to make valuable contributions to Kandel and received postgraduate clinical training at Stanford School of Medicine and NYU. From 1984 to 1987 he was an assistant professor at Stanford University where he engaged in clinical work, teaching and research on hypertension. We believe Dr. Perlman is able to make valuable contributions to Board Diversity Matrix Total number of directors 12 Female Male Part I: Gender identity Directors 4 8 Part II: Demographic background Hispanic or Latinx 0 2 Asian 0 1 White 4 6 Other 0 1(1) Two or more races or ethnicities 0 2 LGBTQ+ 2 planning; and the Science Committee of the Board (the "Science Committee") oversees the management of risks associated with our research and development strategy. Name Audit Compensation Nominating Kathryn Falberg x* x - Yasunori Kaneko, M.D. x x* x* David Lacey, M.D. - - x Patrick Machado, J.D. - - x Andrew Perlman, M.D., Ph.D. x - - Total meetings in fiscal 2022 7 6 3 Board. www.arcusbio.com. 2023. www.arcusbio.com. any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation ofexecutiveand director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and NYSE, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. 2023. us. www.arcusbio.com. Fiscal Year Ended 2022 2021 Audit Fees (1) $ 1,861 $ 1,880 Audit-related Fees - - Tax Fees (2) 72 26 All Other Fees (3) 4 2 Total Fees $ 1,937 $ 1,908 BOARD OF DIRECTORS RECOMMENDS I HE B OF DIRECTORS RECOMMENDS I FAVOR OF PROPOSAL 3. Name of Beneficial Owners Shares Shares Total Percentage 5% Stockholders (other than Directors or Named Executive Officers): Gilead Sciences, Inc. (1) 13,813,029 18,063,860 31,876,889 35.0 % BlackRock, Inc. (2) 9,389,048 - 9,389,048 12.9 % The Vanguard Group (3) 4,373,177 - 4,373,177 6.0 % Directors and Named Executive Officers: Terry Rosen, Ph.D. (4) 4,309,017 754,626 5,063,643 6.9 % Robert C. Goeltz II 11,566 237,024 248,590 * Juan Carlos Jaen, Ph.D. (5) 1,440,498 478,573 1,919,071 2.6 % Jennifer Jarrett 145,709 1,172,156 1,317,865 1.8 % Dimitry Nuyten, M.D., Ph.D. - 36,971 36,971 * Kathryn Falberg (6) 188,610 63,100 251,710 * Linda Higgins, Ph.D. - - - * Yasunori Kaneko, M.D. (7) 899,655 28,100 927,755 1.3 % David Lacey, M.D. 38,352 67,711 106,063 * Nicole Lambert 1,567 12,056 13,623 * Patrick Machado, JD 6,000 78,100 84,100 * Merdad Parsey, M.D., Ph.D. - - - * Andrew Perlman, M.D., Ph.D. 8,525 30,433 38,958 * Antoni Ribas, M.D., Ph.D. (8) 19,603 83,100 102,703 * All current directors and executive officers 7,097,686 3,479,950 10,577,636 13.8 % 2024. NAME AGE POSITION HELD WITH THE COMPANY Terry Rosen, Ph.D. Chief Executive Officer, Director and Chairman Robert C. Goeltz, II Chief Financial Officer Juan Carlos Jaen, Ph.D. President and Director Jennifer Jarrett Chief Operating Officer and Director Dimitry Nuyten, M.D., Ph.D. Chief Medical Officer Carolyn Tang General Counsel Agios Pharmaceuticals, Inc. Alector, Inc. Apellis Pharmaceuticals, Inc. Arrowhead Pharmaceutics, Inc. Cytokinetics Inc. Editas Medicine, Inc. Fate Therapeutics Inc. ImmunoGen, Inc. Intella Therapeutics Inc. Iovance Biotherapeutics, Inc. Kura Oncology, Inc. Mirati Therapeutics Inc. Prothena Corporation Plc Revance Therapeutics, Inc. SpringWorks Therapeutics, Inc. Syndax Pharmaceuticals Inc. Xencor Inc. since 2019. in 2022). Compensation Committee determines actual bonus amounts earned after the end of the year based on our overall performance and each individual’s achievement and contributions. Name and Title 2022 Bonus Target 2022 Bonus Target Bonus Payout for 2022 Performance Terry Rosen, Ph.D., Chief Executive Officer 75% 300,000 400,000 (1) Robert C. Goeltz, II, Chief Financial Officer 40% 188,000 270,000 Juan Carlos Jaen, Ph.D., President 50% 275,000 370,000 Jennifer Jarrett, Chief Operating Officer 50% 275,000 370,000 Dimitry Nuyten, M.D., Ph.D., Chief Medical Officer (2) 45% 101,250 160,000 Gilead and other collaboration partners. trial design. late-stage development. including our executive officers, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. We are responsible for administrative costs of the 401(k) plan. In 2022, we began providing a company match to all eligible employees. For the Salary Bonus Stock Awards(1) Stock Non-Equity Incentive Plan Compensation(3) All Other Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) ($) Terry Rosen, Ph.D. 2022 350,000 (4) - 2,146,950 6,145,370 400,000 6,112 9,048,432 Chief Executive Officer 2021 366,875 (4) 300,000 (5) 1,652,850 6,896,008 - 267,606 (6) 9,483,339 and Director 2020 325,625 (4) - 3,005,000 2,351,475 - 3,564 5,685,664 Robert C. Goeltz, II 2022 470,000 - 511,965 1,396,675 270,000 5,294 2,653,934 Chief Financial Officer 2021 435,000 - 459,125 1,847,145 175,000 2,810 2,919,080 2020 175,000 - - 3,507,000 75,000 338 3,757,338 Juan Carlos Jaen, Ph.D. 2022 550,000 - 1,032,188 2,793,350 370,000 11,144 4,756,682 President and Director 2021 535,000 - 711,644 2,863,075 300,000 5,564 4,415,283 2020 515,000 - 1,652,750 1,343,700 275,000 3,564 3,790,014 Jennifer Jarrett (7) 2022 550,000 - 1,032,188 2,793,350 370,000 5,294 4,750,832 Chief Operating Officer 2021 525,000 - 14,692,000 - 300,000 3,242 15,520,242 and Director 2020 125,000 - 90,150 10,578,439 75,000 28,182 10,896,771 Dimitry Nuyten, M.D., Ph.D. (8) 2022 225,000 - 1,105,000 3,114,689 160,000 337 4,605,026 Chief Medical Officer Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Award Grant-Date Fair Value of Stock and Option Award (2) Threshold Target Maximum Name Award Type Grant Date ($) ($) ($) (#) (#) ($ per share) ($) Terry Rosen, Ph.D. Option 3/8/2022 - - - - 275,000 33.03 6,145,370 RSU 3/8/2022 - - - 65,000 - - 2,146,950 Bonus N/A - 300,000 - - - - - Robert C. Goeltz, II Option 3/8/2022 - - - - 62,500 33.03 1,396,675 RSU 3/8/2022 - - - 15,500 - - 511,965 Bonus N/A - 188,000 - - - - - Juan Carlos Jaen, Option 3/8/2022 - - - - 125,000 33.03 2,793,350 Ph.D. RSU 3/8/2022 - - - 31,250 - - 1,032,188 Bonus N/A - 275,000 - - - - - Jennifer Jarrett Option 3/8/2022 - - - - 125,000 33.03 2,793,350 RSU 3/8/2022 - - - 31,250 - - 1,032,188 Bonus N/A - 275,000 - - - - - Dimitry Nuyten, Option 8/23/2022 - - - - 170,000 26.00 3,114,689 M.D., Ph.D. RSU 8/23/2022 - - - 42,500 - - 1,105,000 Bonus N/A - 101,250 - - - - - Option Awards Stock Awards Number of Securities Underlying Option Option Number of Market Value of Grant Exercisable Unexercisable Price Expiration Yet Vested Yet Vested(1) Name Date (#) (#) ($) Date (#) ($) Terry Rosen, Ph.D. 1/16/2019 195,833 (2) 4,167 10.36 1/15/2029 - - 1/17/2020 255,208 (3) 94,792 10.23 1/16/2030 - - 1/19/2021 134,167 (3) 145,833 36.73 1/18/2031 - - 3/8/2022 63,021 (3) 211,979 33.03 3/7/2032 - - 6/4/2020 - - - - 50,000 (8) 1,034,000 1/19/2021 - - - - 22,500 (9) 465,300 3/8/2022 - - - - 48,750 (9) 1,008,150 Robert C. Goeltz, II 8/3/2020 145,833 (4) 104,167 21.06 8/2/2030 - - 1/19/2021 35,938 (3) 39,062 36.73 1/18/2031 - - 3/8/2022 14,323 (3) 48,177 33.03 3/7/2032 - - 1/19/2021 - - - - 6,250 (9) 129,250 3/8/2022 - - - - 11,625 (9) 240,405 Juan Carlos Jaen, 1/16/2019 195,833 (2) 4,167 10.36 1/15/2029 - - Ph.D. 1/17/2020 145,833 (3) 54,167 10.23 1/16/2030 - - 1/19/2021 55,703 (3) 60,547 36.73 1/18/2031 - - 3/8/2022 28,646 (3) 96,354 33.03 3/7/2032 - - 6/4/2020 - - - - 27,500 (8) 568,700 1/19/2021 - - - - 9,687 (9) 200,327 3/8/2022 - - - - 23,437 (9) 484,677 Jennifer Jarrett 3/15/2017 181,166 (5) - 1.23 3/14/2027 - - 1/4/2018 107,694 (5) - 5.39 1/3/2028 - - 6/8/2018 161,114 (5) - 16.95 6/7/2028 - - 1/14/2019 35,000 (5) - 9.07 1/13/2029 - - 6/6/2019 35,000 (5) - 7.99 6/5/2029 - - 6/4/2020 14,000 (5) - 30.05 6/3/2030 - - 10/1/2020 487,500 (6) 412,500 17.17 9/30/2030 - - 3/8/2022 28,646 (3) 96,354 33.03 3/7/2032 - 1/19/2021 - - - - 200,000 (10) 4,136,000 3/8/2022 - - - - 23,437 (9) 484,677 Dimitry Nuyten, 8/23/2022 14,167 (7) 155,833 26.00 8/22/2032 - - M.D., Ph.D. 8/23/2022 - - - - 42,500 878,900 Stock Awards Name Number of shares acquired on vesting Value realized on vesting (1) Terry Rosen, Ph.D. 52,500 1,394,000 Robert C. Goeltz, II 7,000 217,000 Juan Carlos Jaen, Ph.D. 26,407 690,192 Jennifer Jarrett 107,813 3,021,453 2023. Change in Control No Change in Control Cash Severance Bonus Health Benefits Equity Acceleration (1) Total Cash Severance Bonus Health Benefits Total Name ($) ($) ($) ($) ($) ($) ($) ($) ($) Terry Rosen, Ph.D. 400,000 300,000 26,663 3,541,030 4,267,693 400,000 300,000 26,663 726,663 Robert C. Goeltz, II 352,500 188,000 28,521 369,655 938,676 352,500 188,000 28,521 569,021 Juan Carlos Jaen, Ph.D. 550,000 275,000 26,663 1,862,753 2,714,416 550,000 275,000 26,663 851,663 Jennifer Jarrett 412,500 275,000 16,734 6,068,552 6,772,786 412,500 275,000 16,734 704,234 Dimitry Nuyten, M.D., Ph.D. 405,000 243,000 18,511 878,900 1,545,411 405,000 243,000 18,511 666,511 monthly basis in accordance with the company’s existing schedule for healthcare benefit payments. In all events, in order to receive the payments and benefits, the officer will be required to, among other things, execute and not revoke a general release of claims against the company and certain related parties. Enable us to provide a standard set of payments and benefits to covered employees. Pay versus Performance Value of initial fixed $100 investment based on: Summary compensation table total for CEO Compensation actually paid to CEO(2)(3) Average summary compensation table total for Other NEOs Average Compensation actually paid to Other NEOs(2)(4) Total shareholder return(5) Peer group total shareholder return(5) Net income(6) Year(1) ($) ($) ($) ($) ($) ($) ($ millions) 2022 9,048,432 (2,065,105 ) 4,191,618 (2,394,074 ) 204.75 87.61 (267 ) 2021 9,483,339 14,577,932 5,939,512 7,091,681 400.69 117.83 53 2020 5,685,664 12,015,409 5,363,707 10,455,559 257.03 148.03 (123 ) 2022 2021 2020 Summary compensation table total 9,048,432 9,483,339 5,685,664 Less, value of stock & option awards (8,292,320 ) (8,548,858 ) (5,356,475 ) Plus year-end value of awards granted in fiscal year that are unvested and outstanding 3,788,462 7,142,260 7,893,097 Plus change in fair value of prior year awards that are outstanding and unvested (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 year 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 (2,728,104 ) 794,070 856,538 Total adjustments (11,113,537 ) 5,094,593 6,329,745 Compensation actually paid (2,065,105 ) 14,577,932 12,015,409 2022 2021 2020 Summary compensation table total 4,191,618 5,939,512 5,363,707 Less, value of stock & option awards (3,444,851 ) (5,298,516 ) (4,864,788 ) Plus year-end value of awards granted in fiscal year that are unvested and outstanding 1,848,729 3,797,282 6,969,591 Plus change in fair value of prior year awards that are outstanding and unvested (4,050,986 ) 2,678,504 1,656,950 Plus FMV as of the vesting date of awards granted this year and that vested this year 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 (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 (6,585,693 ) 1,152,169 5,091,852 Compensation actually paid (2,394,074 ) 7,091,681 10,455,559 The graphs below show the relationship between (i) the compensation actually paid to both our Prior to Subsequent to Retainer for each non-employee member of the Board: $ 40,000 $ 45,000 Additional retainer for Lead Independent Director: 5,000 5,000 Additional retainer for Chair of Audit Committee: 20,000 20,000 Additional retainer for Chair of Compensation Committee: 15,000 15,000 Additional retainer for Chair of Nominating and Corporate Governance 10,000 10,000 Additional retainer for non-Chair members of Audit Committee: 10,000 10,000 Additional retainer for non-Chair members of Compensation Committee: 7,500 7,500 Additional retainer for non-Chair member of Nominating and Corporate 5,000 5,000 2023 Fees Earned or Stock Options All Other Compensation (3) Total Name ($) ($) ($) ($) ($) Kathryn Falberg 66,304 84,542 241,954 - 392,799 Yasunori Kaneko, M.D. 77,374 84,542 241,954 - 403,869 David Lacey, M.D. 50,234 84,542 241,954 40,000 416,729 Nicole Lambert 40,234 84,542 241,954 - 366,729 Patrick Machado, J.D. 45,234 84,542 241,954 - 371,729 Andrew Perlman, M.D., Ph.D. 45,234 84,542 241,954 - 371,729 Antoni Ribas, M.D. Ph.D. 40,234 84,542 241,954 20,000 386,729 Name Number of Shares Subject to Option Awards Number of Shares Subject to Restricted Stock Units Kathryn Falberg 79,900 4,100 Yasunori Kaneko, M.D. 44,900 4,100 David Lacey, M.D. 85,900 4,100 Nicole Lambert 38,500 7,233 Patrick Machado, J.D. 94,900 4,100 Andrew Perlman, M.D., Ph.D. 51,900 5,600 Antoni Ribas, M.D., Ph.D. 99,900 4,100 Number of Weighted Number of Equity Compensation Plans (#) ($ per share) (#) Approved by Stockholders (1) 8,044,736 $ 16.20 (2) 3,569,702 Not Approved by Stockholders(3) 5,234,947 $ 24.87 (4) 3,206,569 Total 13,279,683 $ 19.62 6,776,271 2023 (in millions, except per share amounts): the Board. our Annual Report under “License and Collaborations—Gilead Collaboration.”18, 2023.9, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held Virtually on Thursday, June 15, 2023.The Proxy Statement and Annual Report are available atwww.proxyvote.com21, 202323, 2024You are cordially invited to attend our Annual Meeting virtually via live webcast at www.virtualshareholdermeeting.com/RCUS2023. Whether or not you expect to attend the meeting, please vote as soon as possible. You may vote over the Internet or by a toll-free telephone number. If, however, you requested to receive paper proxy materials, then you may vote by mailing a completed, signed and dated proxy card or voting instruction card in the envelope provided with the proxy card or voting instruction card. Please note that any stockholder attending the virtual Annual Meeting that has received a 16-digit control number with their proxy materials may vote online during the meeting, even if the stockholder has already returned a proxy card or voting instruction card. Please see the instructions in the attached proxy statement and on your proxy card or voting instruction card, or on your Notice of Internet Availability of Proxy Materials.15, 2023RCUS2023RCUS202415, 20236, 2024 at 8:30 am Pacific15, 2023Annual Reportannual report are available on our website at www.proxyvote.com. We intend to mail the Notice of Internet Availability of Proxy Materials on or about April 24, 202323, 2024 to all stockholders of record entitled to vote at the Annual Meeting.
Recommendationfourthree nominees to hold office as Class IIIII directors until the 20262027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.2023.Page Page891012131413181718171823252425AwardsAwards at 2022 Fiscal2023 Fiscal Year End32313435353637383839404141424142414243444445i(sometimes referred to as the(the “Board”) of Arcus Biosciences, Inc. ("Arcus") is soliciting your proxy to vote at the 20232024 Annual Meeting of Stockholders (the "Annual Meeting"), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.Thisthis proxy statement, which includes information regarding the proposals to be voted on at the Annual Meeting, the voting process, corporate governance, the compensation of our directors and certain executive officers, and other required information;Ourour Annual Report on Form 10-K for the year ended December 31, 2022;Thethe proxy card or a voting instruction card for the Annual Meeting (which you will receive if you have requested paper copies of this proxy statement and our Annual Report).24, 202323, 2024 to all stockholders of record entitled to vote at the Annual Meeting.Will I receive any other proxy materials by mail?We may send you a proxy card, along with a second Notice, on or after May 4, 2023.15, 2023,6, 2024, and will begin promptly at 8:30 a.m. local time. Online check-in will begin approximately 15 minutes prior to the start of the Annual Meeting. We encourage our stockholders to access the meeting in advance of the designated start time to have ample time for check-in procedures. To attend the Annual Meeting virtually via the internet, please visit www.virtualshareholdermeeting.com/RCUS2023. RCUS2024. You will need the 16-digit control number included in the Notice, on the proxy card or on the voting instruction card. provide a safe experience for our stockholders and other meeting participants, which will facilitate stockholder attendance and participation from any location around the world, at no cost. However, you will bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. A virtual annual meeting also makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving our stockholders time and money. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask us questions.18, 20239, 2024 (the "record date""Record Date"), will be able to vote their shares electronically during the Annual Meeting by using the 16-digit control number they should1.RCUS2023.RCUS2024. On this record date,the Record Date, there were 73,077,89890,952,836 shares of common stock outstanding and entitled to vote.record date,Record Date, any of your shares were registered directly in your name with Arcus’sour transfer agent, Computershare Trust Company, N.A., then you are the stockholder"stockholder of recordrecord" for such shares. As a stockholder of record, you may vote such shares online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.record date,Record Date, any of your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are considered a "beneficial owner" since you are the beneficial owner of such shares held in “street name” and(and not the stockholder of record). If you are a beneficial owner, the Notice will be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting such shares at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. Beneficial stockholdersowners as of the record dateRecord Date who want to be able to attend and vote such shares at the Annual Meeting can attend using the 16-digit control number found on the notice and instructions received from their broker or other nominee. Beneficial stockholdersowners as of the record dateRecord Date who have not received a 16-digit control number should contact their broker or other nominee for instructions on how to vote.RCUS2023 RCUS2024 and entering the information requested in the “Guest Login” section. Guests will not have the ability to vote at the Annual Meeting.RCUS2023,RCUS2024, entering your 16-digit control number and following the instructions. Instructions on how to ask questions and participate in the Annual Meeting are posted at www.virtualshareholdermeeting.com/RCUS2023.RCUS2024. Guests will not have the ability to ask questions during the Annual Meeting.RCUS2023.RCUS2024. Instructions on how stockholders of record can view the stockholder list during the Annual Meeting are posted at www.virtualshareholdermeeting.com/RCUS2023.Board of Directors' fourBoard's three nominees for Class IIIII director (Proposal 1);Directors of Ernst & Young LLP as theour independent registered public accounting firm of Arcus for itsthe fiscal year ending December 31, 20232024 (Proposal 2).2.Arcus’sour named executive officers as disclosed in the Proxy Statement (Proposal 3). of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote, to the extent permitted by rules promulgated by the SEC, rules, on those matters in accordance with their best judgment. of Directors or you may “Withhold” your vote for any nominee you specify. For the ratification of appointment by the Audit Committee of the Board of Directors(the "Audit Committee") of Ernst &theour independent registered public accounting firm of Arcus for itsthe fiscal year ending December 31, 2023,2024, you may vote “For” or “Against” or abstain from voting. For the approval, on an advisory basis, of the compensation of Arcus’sour named executive officers, you may vote “For” or “Against” or abstain from voting. virtual Annual Meeting, attend the Annual Meeting at www.virtualshareholdermeeting.com/RCUS2023RCUS2024 and vote your shares during the virtual Annual Meeting. You will need your 16-digit control number provided in the Notice or proxy card in order to gain access to the virtual Annual Meeting.14, 2023,5, 2024, to be counted.14, 2023,5, 2024, to be counted.of shares registered(see "Who can vote at the Annual Meeting?—Beneficial Owner: Shares Registered in the nameName of your broker, banka Broker or other agent,Bank" above) you should have received a Noticenotice or voting instruction card containing voting instructions from that organizationthe broker, bank or other agent in whose name such shares are held, rather than from Arcus.us. Simply follow the voting instructions in the Noticesuch notice or voting instruction card to ensure that your vote is counted. To vote online at the virtual Annual Meeting, you can do so using the 16-digit control number found on the notice and instructions received from your broker or other agent. Beneficial stockholdersowners as of the record dateRecord Date who have not received a 16-digit control number should contact their broker or other nominee for instructions on how to vote. Whether or not you plan to attend the virtual Annual Meeting, please vote by proxy as directed in your Notice or voting instruction card as soon as possible to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote online during the meeting even if you have already voted by proxy.3.Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. virtual Annual Meeting.record date.virtual Annual Meeting, your shares will not be voted.IIIII director (Proposal 1), “For” the ratification of the independent registered public accounting firm (Proposal 2), and “For” the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3). If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares, to the extent permitted by rules implemented by the SEC, rules, using his or her best judgment.shares held in street namea Broker or Bank" above) and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (NYSE)("NYSE"), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposals 1 and 3 are considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However,Proposal 2 is considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. However, if you attend the Annual Meeting using your 16-digit control number and vote your shares, then your vote will override any vote of your shares by your broker, bank or other agent.4.Stockholder of Record: Shares Registered in Your Namerecord holderAnnual Meeting?—Stockholder of your shares,Record: Shares Registered in Your Name" above), you may revoke your proxy in any one of the following ways:You may submit another properly completed proxy card with a later date.You may grant a subsequent proxy by telephone or through the internet.You may send a timely written notice that you are revoking your proxy to Arcus Biosciences, Inc.’s Secretaryour General Counsel at 3928 Point Eden Way, Hayward, CA 94545.You may attend the virtual Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.your sharesyou are held by your broker, banka beneficial owner (see "Who can vote at the Annual Meeting?—Beneficial Owner: Shares Registered in the Name of a Broker or other agent,Bank" above), you should follow the instructions provided by your broker, bank or other agent, or if you have your 16-digit control number you may attend the virtual Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.26, 2023,20, 2024, to Arcus Biosciences, Inc., 3928 Point Eden Way Hayward, CA 94545, Attention: Secretary.General Counsel. However, if our 20232025 annual meeting of stockholders is held before May 16, 2024,7, 2025, or after July 15, 2024,3, 2025, then your proposal must be received a reasonable time before we print and mail our proxy statement for the 20242025 annual meeting of stockholders.16, 2024,6, 2025, and no later than March 17, 2024,8, 2025, to Arcus Biosciences, Inc., 3928 Point Eden Way Hayward, CA 94545, Attention: Secretary.General Counsel. If such proposal is submitted after March 17, 20248, 2025 or before February 16, 2024,6, 2025, it will be considered untimely; provided, however, that if our 20242025 annual meeting of Stockholders is held before May 16, 2024,7, 2025, or after August 14, 2024,5, 2025, then your proposal must be received no earlier than 120 days prior to such annual meeting and not later than the close of business on the later of (a) the 90th day prior to such meeting and (b) the 10th day following the day on which notice of the date of the 20242025 annual meeting of Stockholders is mailed or public disclosure is made, whichever occurs first. You are also advised to review our bylaws, which contain a description of the information required to be submitted as well as additional requirements about advance notice of stockholder proposals and director nominations.14, 2024; 7, 2025; provided, however, that, in the event that the annual meeting is held before May 16, 2024,7, 2025, or after July 15, 2024,3, 2025, for your notice to be timely, it must be so received by the Secretary not earlier than the close of business on the date the later of sixty (60) days prior to such annual meeting and the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by us.meeting, whomeeting. For Proposal 1, the inspector of election will separately count for Proposal 1 to elect the Class II directors,"For" and "Withhold" votes “For,” “Withhold” and the broker non-votes and with respect to Proposalsfor each nominee. For proposals 2 and 3 votes the inspector of election will separately count the “For”, “Against,” and “Against” votes and the abstentions and if applicable, broker non-votes.5.IIIII directors, the fourthree nominees receiving the most “For” votes from the holders of shares present or represented by proxy and entitled to vote on the election of the Class IIIII director will be elected. Only votes “For” will affect the outcome. “Withheld” and broker non-votes will have no effect.Arcus’sour independent registered public accounting firm for the fiscal year ending December 31, 2023,2024, must receive “For” votes from the holders of a majority in voting power of the votes cast by shares present or represented by proxy and cast at the meeting.voted affirmatively or negatively on such matter. Only votes “For” or “Against” will affect the outcome. Abstentions and broker non-votes will have no effect. We do not expect any broker non-votes on Proposal 3.cast at the meeting.voted affirmatively or negatively on such matter. Only votes “For” or “Against” will affect the outcome. Abstentions and broker non-votes will have no effect.record date,Record Date, there were 73,077,89890,952,836 sharesoutstanding and entitled to vote.Thus, the holders of 36,538,95045,476,419 shares must be present at the virtual meeting or represented by proxy at the virtual meeting to have a quorum.6.ProposalElection of DirectorSArcus’s of Directors is divided into three classes, and each class has a three-year term. The terms of the Class IIIII directors expire at the Annual Meeting, the terms of the Class IIII directors expire at the 20242025 annual meeting of stockholders and the terms of the Class III directors expire at the 20252026 annual meeting of stockholders. Vacancies on the Board may be filled only by persons appointed by a majority of the remaining directors. A director appointed by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.fourthree Class IIIII directors whose terms of office expire at the Annual Meeting. If elected at the Annual Meeting, each of the nominees would serve as Class IIIII directors until the 20262027 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. Dr. Jaen wasRosen and Ms. Falberg were previously elected to the Board by our stockholders.stockholders in June 2021. Dr. LaceyHiggins was recommended for appointment to ourthe Board of Directors by our chief executive officer, Ms. Lambert was recommended for appointment to our Board of Directors by a third-party search firm, and Dr. Parsey was recommended for appointment to our Board of Directors by Gilead Sciences, Inc. ("Gilead"), in connection with their rights under the Investor Rights Agreement that we entered into with them. Dr. Lacey, Ms. Lambertthem (the "Investor Rights Agreement"), and Dr. Parsey werewas appointed to our Board of Directors in June 2020, August 2021 and July 2020, respectively.2021. We invite and encourage our directors and nominees for director to attend the Annual Meeting, but have no formal policy regarding their attendance at our annual meetings. ElevenAll of our directors at the timethen-current members of the Board attended the 20222023 annual meeting of stockholders.fourthree nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the fourthree nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Arcus.the Board. Each nominee has agreed to serve if elected. Arcus’ management hasWe have no reason to believe that any nominee will be unable to serve.2023:2024:65 64Juan Carlos Jaen, Ph.D.II65President and DirectorJennifer JarrettIII52Chief Operating Officer and Director63 6261 6070 6971 7050 49JDJ.D.(3)60 59II 54 Director 61 6076 7558 57The following isand each director whosefor election to a three-year term will continue after the Annual Meeting.The Board Of Directors RecommendsA Vote In Favor Of Each Nominee.Nominees for Election as a Class II DirectorsIII Director at the Annual Meeting for a Three-Year TermDavid Lacey, M.D. has served as a member of our Board since May 2020. From 1994 until his retirement in 2011, Dr. Lacey held various positions at Amgen Inc. (Nasdaq: AMGN), including Senior Vice President of Discovery Research. By the end of his tenure, he oversaw a research organization of approximately 1200 encompassing four broad therapeutic areas: Inflammation, Oncology, Metabolic Disorders and Neurosciences that utilized both large and small molecules to interdict validated targets across these focus areas. Kepivance, Prolia, Xgeva, and Repatha were among a number of drugs that emerged from Amgen laboratories while under his supervision. Since July 2011, Dr. Lacey has provided services as a biopharmaceutical consultant to a number of private companies, academic institutions and venture capital firms through his company, David L. Lacey LLC. He currently serves on the Board of Directors of Atreca, Inc. (Nasdaq: BCEL), Inbiomotion SL, and Nurix, Inc. (Nasdaq: NRIX), and previously served on the Board of Directors of Argenx SE (Nasdaq: ARGX) from July 2014 until May 2021 and UNITY Biotechnology, Inc. (Nasdaq: UBX) from February 2018 to December 2020. He obtained both his B.A. in Biology and M.D. from the University of Colorado and received his formal training in Anatomic Pathology at Washington University in St. Louis, Missouri. We believe Dr. Lacey is able to make valuable contributions to our Board of Directors due to his extensive experience in drug discovery and management of large research organizations.Juan Carlos Jaen, Ph.D. is our co-founder and has served as our President since May 2015 and as a member of our Board since April 2015. Previously, Dr. Jaen co-founded (with Dr. Rosen) and served as the President and Head of Research and Development at Flexus Biosciences, Inc. from October 2013 to April 2015, when it was acquired by Bristol-Myers Squibb. Prior to that, Dr. Jaen served as Senior Vice President of Drug Discovery and as the Chief Scientific Officer of ChemoCentryx, Inc., a biopharmaceutical company, from 2007 to September 2013. From 2004 to 2006, Dr. Jaen was Vice President of Chemistry at Amgen Inc. (Nasdaq: AMGN) and from 1996 to 2004, Dr. Jaen held positions as Director of Medicinal Chemistry and Vice President of Chemistry at Tularik, Inc. Prior to that, Dr. Jaen held several positions in drug discovery and program management, from 1983 to 1996, at the Parke-Davis Pharmaceutical Research division of Warner-Lambert Company, a pharmaceutical company. Dr. Jaen also serves on the board of directors of the Bella Charitable Foundation, Breakpoint Therapeutics GmbH, Hexagon Bio, Inc., R2M Pharma, Inc. and Shasqi, Inc. Dr. Jaen previously served on the Board of Directors of PACT Pharma, Inc. from October 2016 until October 2022. Dr. Jaen holds a B.S. in Chemistry from the Universidad Complutense de Madrid and a Ph.D. in Organic Chemistry from the University of Michigan. We believe that Dr. Jaen should serve as a director based on his position as one of our founders and as our President, his extensive experience in general management and business development and his experience in the field of biomedical research.Merdad Parsey, M.D., Ph.D. has served as a member of our Board since July 2020. Dr. Parsey is currently the Chief Medical Officer of Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, where he is responsible for overseeing Gilead’s global clinical development and medical affairs organizations, a role he has held since November 2019. From October 2015 to November 2019, Dr. Parsey served as Senior Vice President of Early Clinical Development at Genentech, Inc., a biotechnology company, where he led clinical development for areas including inflammation, oncology and infectious diseases. Prior to Genentech, Dr. Parsey served as President and CEO of 3-V Biosciences Inc. (now Sagimet BioSciences Inc.) from September 2006 to October 2015. Prior to Sagimet BioSciences, Dr. Parsey held development roles at Sunovion Pharmaceuticals Inc. (f.k.a. Sepracor, Inc.) from 2004 to 2006, Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) from 2002 to 2004 and Merck & Co., Inc. (NYSE: MRK) from 1998 to 2000, and was Assistant Professor of Medicine and Director of Critical Care Medicine at the New York University School of Medicine from 2000 to 2002. Dr. Parsey completed his M.D. and Ph.D. at the University of Maryland, Baltimore, his residency in Internal Medicine at Stanford University and his fellowship in Pulmonary and Critical Care Medicine at the University of Colorado. He currently also serves on the Board of Directors for Sagimet BioSciences. Dr. Parsey was selected to be appointed to Arcus’s Board of Directors pursuant to the investor rights8.agreement between Arcus and Gilead and we believe he is able to make valuable contributions to our Board of Directors due to his extensive clinical development experience.Nicole Lamberthas served as a member of our Board since August 2021. Ms. Lambert has served as the Chief Operating Officer of Myriad Genetics, Inc. (Nasdaq: MYGN), a genetic testing and precision medicine company, since December 2021, where she is responsible for accelerating the company’s transformation and growth plans, elevating products to their full potential, and implementing operational efficiencies to better serve patients and healthcare providers. Ms. Lambert served in various roles since joining Myriad Genetics in 2001 including Group President of Myriad Oncology, Myriad Women’s Health and Myriad International from March 2019 until December 2021, General Manager for Myriad Genetics' Oncology business from July 2018 to February 2019, and General Manager for its Urology business unit from June 2015 to June 2018. Prior to Myriad Genetics, she was a genetic councilor at Laboratory Corporation of America Holdings from February 2000 to May 2001. Ms. Lambert received her bachelor's degree in Biology and Sociology from Boston College and her master’s degree in Genetic Counseling from Mt. Sinai School of Medicine at New York University. We believe Ms. Lambert is able to make valuable contributions to our Board of Directors due to her extensive commercial experience.Class III Directors Continuing in Office until the 2024 Annual MeetingJennifer Jarretthas served as our Chief Operating Officer since October 2020 and as a member of our Board since January 2019. Ms. Jarrett served as Vice President, Corporate Development and Capital Markets at Uber, Inc. (NYSE: UBER), a technology company providing a platform for mobility, delivery and freight services, from January 2019 to October 2020 and prior to that, served as our Chief Operating and Financial Officer from June 2018 to January 2019, and as our Chief Business Officer and Chief Financial Officer from March 2017 to June 2018. From April 2016 to September 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, Inc., a biopharmaceutical company, which was acquired by Pfizer Inc. Prior to that, Ms. Jarrett spent 20 years in investment banking, most recently as Managing Director at Citigroup from July 2010 to April 2016, where she was responsible for managing their west coast life sciences investment banking practice. Before that, Ms. Jarrett was a Director and Managing Director at Credit Suisse from 2000 to 2010, and an associate at Donaldson, Lufkin & Jenrette from 1998 to 2000. During her tenure as an investment banker, Ms. Jarrett covered biotechnology and pharmaceutical companies, primarily in the San Francisco Bay Area. She currently serves on the board of directors of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), Zura Bio Ltd (Nasdaq: ZURA) and LifeMine Therapeutics and previously served on the boards of Arena Pharmaceuticals, Inc. from July 2017 until its acquisition by Pfizer in March 2022, Audentes Therapeutics from July 2017 until its acquisition by Astellas Pharma Inc. in January 2020, Radius Health, Inc. from May 2022 until its acquisition by Gurnet Point Capital and Patient Square Capital in August 2022 and Consonance-HFW Acquisition Corp. from December 2020 until its business combination with Surrozen Operating, Inc. in August 2021. Ms. Jarrett holds a B.A. in Economics, cum laude, from Dartmouth College and an M.B.A. from Stanford Graduate School of Business. We believe that Ms. Jarrett should serve as a director due to her extensive business experience in the pharmaceutical industry, her deep operational knowledge of the company and her service as a director of various other biopharmaceutical companies.ourthe Board since September 2017. She served as the Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company, from March 2012 to March 2014, after serving as its Senior Vice President and Chief Financial Officer since December 2009. From 2001 through 2009, Ms. Falberg worked with a number of smaller companies while serving as a corporate director and audit committee chair for several companies. From 1995 to 2001, Ms. Falberg was with Amgen, Inc. (Nasdaq: AMGN), where she served in various roles including Senior Vice President, Finance and Strategy, Chief Financial Officer, Vice President, Chief Accounting Officer, and Vice President, Treasurer. Ms. Falberg also serves as a member of the boards of directors, and on the audit committees,committee, of biopharmaceutical companiescompany Nuvation Bio Inc. (NYSE: NUVB) and Tricida Inc. (Nasdaq: TCDA), and is a member of the board of directors of The Trade Desk, Inc. (Nasdaq: TTD), a technology company. Ms. Falberg has previously served on the boards of directors of multiple companies including Tricida, Inc. from April 2018 to June 2023, Urogen Pharma Ltd. (Nasdaq: URGN), from May 2015 until June 2022, Aimmune Therapeutics, Inc. from May 2015 until its acquisition by Nestlé S.A. in October 2020, Sio Gene Therapies Inc. (f.k.a, Axovant Sciences, Ltd.) (Nasdaq: SIOX) from April 2017 until February 2018, BioMarin Pharmaceutical Inc. (Nasdaq: BMRN) from July 2016 until June 2017, aTyr Pharma, Inc. (Nasdaq: LIFE) from July 2014 until May 2017, Medivation, Inc. from January 2013 until its acquisition by Pfizer Inc. in September 2016 and Halozyme Therapeutics, Inc. (Nasdaq: HALO) from May 2007 until May 2016. Ms. Falberg holds an M.B.A. in Finance and B.A. in Economics from the University of California, Los Angeles and is an inactive certified public accountant. We believe Ms. Falberg9.ourthe Board of Directors due to her extensive business experience as an executive in the pharmaceutical industry and her service as a director and audit committee member of various other companies.ourthe Board since August 2021. Dr. Higgins is currently the Senior Vice President Research, Strategy, Innovation and Portfolio at Gilead Sciences, Inc. (Nasdaq: GILD). Dr. Higgins joined Gilead in December 2010 and in her first nine years led its Biology group, leading a significant expansion of the therapeutic area scope and capabilities of the department. Prior to joining Gilead, Dr. Higgins previously served as the President & CEOChief Executive Officer of InteKrin Therapeutics from April 2007 until November 2010 and as Head of Research at Scios, Inc., a Johnson & Johnson company, from September 1991 until March 2007, where she provided leadership for drug discovery, preclinical development, and translational medicine. Dr. Higgins obtained her B.A. degree in Behavioral Physiology from Kenyon College and her Ph.D. in Neuroscience from the University of California, San Diego School of Medicine and conducted her post-doctoral research in Molecular Genetics at the Howard Hughes Medical Institute at the University of California, Berkeley. Dr. Higgins currently serves on the Supervisory Board of Galapagos NV (Nasdaq: GLPG) and the Boardboard of Directorsdirectors of Tizona Therapeutics. Dr. Higgins was selected to be appointed to Arcus’sthe Board of Directors pursuant to the investor rights agreement between Arcus and GileadInvestor Rights Agreement and we believe she is able to make valuable contributions to ourthe Board of Directors due to her extensive research and business experience.ourthe Board of Directors since December 2017, our Chief Executive Officer since May 2015 and as a member of ourthe Board since April 2015. Previously, Dr. Rosen co-founded (with Dr. Jaen) and served as the Chief Executive Officer of Flexus Biosciences, Inc. from October 2013 to April 2015, when it was acquired by Bristol-Myers Squibb. Prior to that, Dr. Rosen was at Amgen, Inc. (Nasdaq: AMGN), a biopharmaceutical company, from 2004 to January 2013 where he most recently served as Vice President of Therapeutic Discovery from 2011 to January 2013. He also worked at Tularik Inc., a biopharmaceutical company, from 1993 to 2004 when it was acquired by Amgen, Inc., Pfizer Central Research, a division of Pfizer Inc. (NYSE: PFE), a biopharmaceutical company, from 1987 to 1993, and Abbott Laboratories (NYSE: ABT), a health care company, from 1985 to 1987. Dr. Rosen serves on the Berkeley Board of Visitors and on the board of trustees of the Berkeley Foundation, the California Life Sciences Association, and the Salk Institute. He also serves on the boards of Epiodyne, Inc., Ideaya Biosciences, Inc. (Nasdaq: IDYA), PACT Pharma, Inc., Simcha Therapeutics Holding Company, LLC and Sonoma Biotherapeutics, Inc. Dr. Rosen holds a B.S. in Chemistry from the University of Michigan and a Ph.D. in Chemistry from the University of California, Berkeley. We believe that Dr. Rosen should serve as a director based on his position as one of our founders and as our Chief Executive Officer, his extensive experience in general management and business development and his experience in the field of biosciences.ourthe Board since December 2020. Dr. Perlman has also servedcurrently serves as the Managing Director and Head of non-clinical Development of X-37, LLC, an artificial intelligence-enabled drug discovery company since November 2018. He is also Managing Director and Chief Medical Officer of Velocity Pharmaceutical Development LLC, a pharmaceutical company that acquires attractive drug candidates and rapidly advances them through a commercially relevant clinical proof-of-concept, a position he has held since 2011. Dr. Perlman previouslyalso served as President of Vitesse Biologics, LLC, a biotech company focused on the development of antibody and protein-based therapeutics in the areas of immunology, hematology, and oncology, which was a joint collaboration among Velocity Pharmaceutical Development LLC, Shire plc and the Mayo Clinic, from May 2015 until its acquisition in December 2020. From 2004 to October 2016, Dr. Perlman was CEOChief Executive Officer at Innate Immune Inc., a biotech company focused on developing therapies for asthma and autoimmune diseases. From 1993 to 2004, Dr. Perlman served as Vice President and then Executive Vice President of Tularik Inc. (acquired by Amgen Inc.), except for nine months in 2002 when he served as CEOChief Executive Officer of Affymax Inc. At Tularik Inc., Dr, Perlman’s responsibilities included clinical trial design and implementation, business development and financing activities, culminating with Tularik Inc.'s acquisition by Amgen Inc. in 2004.2004 for $1.3 billion. Dr. Perlman began his notable career in drug development at Genentech, Inc., where he played a key role in the development, FDA approval, and marketing of Nutropin, a human growth hormone, and was responsible for the development of Genentech’s portfolio of endocrine drugs and drug candidates. Dr. Perlman also serves as an advisor to various companies, including venture capital firms Eight Partners8 LLC, Avestria Ventures Management LLC and V2M Capital LLC, and biotechnology companies Hexagon Bio, Inc., Hinge Bio, Inc., Mantra Bio,Inc., Shasqi, Inc., Acelot Inc. and Shasqi,Escalante, Inc. Dr. Perlman has a B.S. in Physics from MIT and an M.D. and Ph.D. in physiology from New York University. He did his Ph.D. research in the laboratory of Nobel laureate Professor Eric10.ourthe Board of Directors due to his extensive business, finance and development experience in the biopharmaceutical industry.ourthe Board since October 2019. Dr. Ribas has also served as a member of the Arcus Scientific Advisory Board since its creation in 2015. Dr. Ribas is an internationally recognized physician-scientist who conducts translational and clinical research aimed at understanding how the immune system can be used to treat cancer. He has been a leader in the research and clinical development of multiple types of therapeutic agents, including immune checkpoint inhibitors, gene-engineered T cells, and BRAF-targeted therapies. His efforts have been instrumental in transforming the treatment paradigm for oncology patients, particularly those with malignant melanoma, having served as principal investigator for multiple trials, including those involving the breakthrough cancer therapy, Keytruda®. Dr. Ribas has served as Professor of Medicine, Surgery, and Molecular and Medical Pharmacology at the University of California Los Angeles (UCLA) since July 2011, Director of the Tumor Immunology Program at the UCLA Jonsson Comprehensive Cancer Center since June 2010, and Director of the Parker Institute for Cancer Immunotherapy Center at UCLA since 2016. He was the President for the American Association for Cancer Research (AACR) from April 2020 to April 2021. Dr. Ribas has founded or advised several successful biopharma companies, in addition to Arcus, such as Kite Pharma Inc. and Flexus Biosciences, Inc. Most recently, he co-founded PACT Pharma, Inc., a company developing personalized cancer neoantigen-targeted T cell therapies, together with Professors David Baltimore and Jim Heath and Arcus co-founders,cofounders, Terry Rosen and Juan Jaen. Dr. Ribas received MD and Ph.D. degrees from the Universidad de Barcelona (Spain). He completed his internship and residency in medical oncology at the University Hospital Vall d’Hebron (Barcelona, Spain) and conducted postdoctoral research at UCLA. Following a fellowship in hematology/oncology in the Department of Medicine at UCLA, he has held numerous faculty and administrative positions at UCLA since 2001. Dr. Ribas has received a myriad of awards and honors, including the AACR-CRI Lloyd J. Old Award in Cancer Immunology, the AACR Richard and Hinda Rosenthal Award and the National Cancer Institute (NCI) Outstanding Investigator Award. Dr. Ribas has also served on the board of directors of leading scientific organizations such as the AACR and the Society for Immunotherapy for Cancer (SITC).Cancer. We believe Dr. Ribas is able to make valuable contributions to ourthe Board of Directors due to his extensive experience in medicine and clinical research.ourthe Board since December 2019. Mr. Machado has over two decades of experience growing biopharmaceutical organizations from development through commercialization. He has extensive operational experience, having led finance, business development and legal functions at multiple companies. Mr. Machado co-founded and served as Chief Financial Officer and Chief Business Officer at Medivation, Inc. from August 2003 until his retirement in April 2014 and served as a member of Medivation’s Boardboard of Directorsdirectors from April 2014 until its acquisition by Pfizer Inc. in September 2016. During his tenure at Medivation, Mr. Machado helped lead the company, since June 2014; however, he has resigned from the Chimerix board and Xenon Pharmaceuticals.from the audit committee of the Chimerix board effective as of the date of Chimerix’s next annual meeting, scheduled for June 20, 2024. Mr. Machado previously served on the board of directors of Turnstone Biologics Corp. (Nasdaq: TSBX) from August 2018 until April 2024, Sio Gene Therapies Inc. (f.k.a. Axovant Sciences, Inc.) (Nasdaq: SIOX) from June 2017 until February 2018, Endocyte, Inc. from February 2018 until December 2018, Rocket Pharmaceuticals, Inc. (f.k.a. Inotek Pharmaceuticals Corporation) (Nasdaq: RCKT) from August 2016 until January 2018, Principia Biopharma Inc. from June 2019 until its acquisition by Sanofi S.A. in September 2020, Roivant Sciences Ltd. (Nasdaq: ROIV), from October 2016 until June 2022, SCYNEXIS, Inc. (Nasdaq: SCYX) from October 2016 until June 2022 and Turning Point Therapeutics, Inc. from May 2019 until its acquisition by Bristol-Myers Squibb Co. in September 2022. Mr. Machado received his J.D. degree from Harvard Law School and holds both a Bachelor of Science degree in Economics and a Bachelor of Arts degree in German from Santa Clara University in California. We believe Mr. Machado is able to make valuable contributions to ourthe Board of Directors due to his extensive business experience as an executive and public company director in the pharmaceutical industry.11.ourthe Board since May 2015. Dr. Kaneko was a Managing Director at Skyline Venture Partners, L.P., a venture capital firm, from January 1999 to January 2019. Dr. Kaneko previously served as Chief Financial Officer and Vice President, Business Development at Tularik, Inc., a biopharmaceutical company, at various times from 1992 until 1999. Dr. Kaneko served as a Senior Vice President and Chief Financial Officer of Ionis Pharmaceuticals, Inc. (Nasdaq: IONS), a pharmaceutical company, which went public in May 1991 during his tenure from 1991 to 1992. Dr. Kaneko began his career at Genentech, Inc., a biotechnology company, where he served in a business development role, from 1981 to 1987 and as head of corporate finance in the investment banking division of Paribas Capital Markets LTD, from 1987 to 1991. Dr. Kaneko is a member of the Stanford Interdisciplinary Life Sciences Council and serves on the board of Provigate Inc. Dr. Kaneko served on the board of Nippon Paint Holdings Co., Ltd. (TYO: 4612) from March 2018 to March 2020, and LeukoSite Inc., a biopharmaceutical company, from February 1998 until its merger with Millennium Pharmaceuticals, Inc. in December 1999. Dr. Kaneko received an undergraduate degree and a medical degree from Keio University in Tokyo, and an M.B.A. from Stanford Graduate School of Business. We believe Dr. Kaneko is able to make valuable contributions to ourthe Board of Directors due to his educational background in medicine, as well as his experience in the life science, pharmaceutical and related financial industries.ourthe Board of Directors values overall diversity among members of ourthe Board in order to provide us with a range of viewpoints. Of our twelve11 current directors, four self-identify as female and fivefour self-identify as being from an underrepresented community, meaning that they self-identify as Black, African American, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native or as lesbian, gay, bisexual or transgender. Board Diversity Matrix Total number of directors 11 Female Male Gender identity Directors 4 7 Demographic background Hispanic or Latinx — 1 Asian — 1 White 4 5 Other — — Two or more races or ethnicities — — LGBTQ+ 2 (1) Includes one director that identified as middle eastern.12.corporate governanceNew York Stock Exchange (“NYSE”)NYSE listing standards, a majority of the members of a listed company’s Boardboard of Directorsdirectors must qualify as “independent,” as affirmatively determined by the Boardboard of Directors.directors. The Board consults with Arcus’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time.Arcus, itsus, including our senior management and its independent auditors, the Board has affirmatively determined that the following seven directors are independent directors within the meaning of the applicable NYSE listing standards: Ms. Falberg, Dr. Kaneko, Dr. Lacey, Ms. Lambert, Mr. Machado, Dr. Perlman and Dr. Ribas. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with Arcus.us. Dr. Rosen Dr. Jaen and Ms. Jarrett areis not independent by virtue of being one of our executive officers, of Arcus, and Drs.Dr. Higgins, Ms. Mercier and Dr. Parsey are not independent by virtue of their relationship with Gilead.ourthe Board with the flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer. Dr. Rosen, our Chief Executive Officer, currently serves as our Chairman of the Board and Dr. Kaneko serves as our lead independent director. As lead independent director, Dr. Kaneko presides over periodic meetings of our independent directors, serves as a liaison between our Chief Executive Officer and the independent directors and performs such additional duties as ourthe Board of Directors may otherwise determine and delegate. We believe that our current leadership structure is appropriate as it allows ourthe Board of Directors to benefit from Dr. Rosen’s in-depth knowledge of our business in formulating and implementing strategic initiatives, provides a unified leadership to confront challenges facing our business, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. WeWe will continue to periodically review our leadership structure and may make changes in the future if appropriate.ourthe Board of Directors is informed oversight of our risk management process. In particular, ourthe Board of Directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. OurThe Board of Directors administers its oversight function directly as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. Our Audit Committee oversees the management of risks associated with our financial reporting, accounting, auditing and auditingcybersecurity matters; ourthe Compensation Committee of the Board (the "Compensation Committee") oversees the management of risks associated with our compensation policies and programs; and ourthe Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee") oversees the management of risks associated with director independence, conflicts of interest, composition and organization of ourthe Board of Directors and director succession planning.of Directors met tennine times during the last fiscal year. As required under applicable NYSE listing standards, in fiscal year 2022, Arcus’s2023, our independent directors met in regularly scheduled executive sessions at which only independent directors were present. All of our directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were directors or committee members, respectively.13.Thehashad three committees:an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal 2022 for each of the Board committees during our 2023 fiscal year (Drs. Rosen, Jaen, Higgins, Parsey and Ribas, and Ms. JarrettMercier did not serve on any committees in 2022 or to date)2023):
and Corporate
GovernanceName Audit Compensation Nominating
and Corporate
GovernanceKathryn Falberg x* x — Yasunori Kaneko, M.D. x x* — David Lacey, M.D. — x x* Patrick Machado, J.D. — — x Andrew Perlman, M.D., Ph.D. x — — Nicole Lambert — — x Total meetings during 2023 fiscal year 4 6 1 In March 2023, Dr. Lacey joined the Compensation Committee and became the chair of the Nominating and Corporate Governance Committee, and Ms. Lambert replaced Dr. Kaneko on the Nominating and Corporate Governance Committee.of Directors has determined that each member of each committee shown above meets the applicable NYSE rules and regulations regarding “independence”“independence.” In January 2024, the Board formed its Science Committee which is chaired by Dr. Perlman and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to Arcus.has Dr. Higgins, Dr. Lacey, Dr. Parsey and Dr. Ribas as members. Below is a description of each committee of the Board of Directors. of the Board of Directors is established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee Arcus’sour corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee assists ourthe Board of Directors with:its oversight of the integrity of our consolidated financial statements;14.Perlman.Perlman. Each member of our Audit Committee is independent under the rules and regulations of the SEC and the listing standards of the New York Stock ExchangeNYSE applicable to audit committee members. Ms. Falberg is the chair of the Audit Committee. OurThe Board of Directors has determined that each of Ms. Falberg and Dr. Kaneko qualify as an audit committee financial expert within the meaning of SEC regulations and meet the financial sophistication requirements of the New York Stock Exchange.NYSE. The Board of Directors has adopted a written Audit Committee charter that is available to stockholderson Arcus’sour website at www.arcusbio.com. of the Board of Directors20222023 with management of the company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public CompanySecurities and Exchange Commission.SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the company’s annual report on Form 10‑K for the fiscal year ended December 31, 2022.Kathryn Falberg (Chair)Yasunori Kaneko, M.D.Andrew Perlman, M.D., Ph.D.Arcus’sour website at www.arcusbio.com. of the Board of Directors acts on behalf of the Board to review, adopt and oversee Arcus’sour compensation strategy, policies, plans and programs, including:Arcus’sour directors, officers and employees and evaluation ofperformance in light of these stated objectives;Arcus’s our equity administration policy, equity compensation plans, pension and profit-sharing plans,deferred compensation plans and other similar plan and programs.15.Our20222023 are described in greater detail in the “Executive Compensation” section of this proxy statement.of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into Arcus Biosciences, Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 2022.Yasunori Kaneko, M.D. (Chair)Kathryn FalbergDavid Lacey, M.D.filing of Arcusour filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. of the Board of Directors is responsible for identifying, reviewing and evaluating candidates to serve as our directors of Arcus (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, recommending to the Board for selection candidates for election to the Board, of Directors, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board, and recommending to the boardBoard a set of corporate governance principles for Arcus.16.Arcus’sour website, www.arcusbio.com.the affairs of Arcus.our affairs. The Nominating and Corporate Governance Committee identifies potential candidates by using its network of contacts as well as solicits additional potential candidates from the Board.Arcus’sour business and operations.ourthe Board or an individual director, including Dr. Kaneko, our lead independent director, to our Corporate Secretary at our principal executive offices at 3928 Point Eden Way, Hayward, CA 94545. The Corporate Secretary will review all correspondence and will forward the communications on to the relevant individual director or the whole Board; however, the Corporate Secretary generally will not forward communications that are primarily solicitations for products or services, matters of a personal nature that are not relevant for stockholders, matters that are of a type that render them improper or irrelevant to the functioning of the Board, or requests for general information about Arcus.17.Arcus hasArcus’sour website at www.arcusbio.com.www.arcusbio.com. If Arcus makeswe make any substantive amendments to the Code of Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, Arcus will promptly disclose the nature of the amendment or waiver on its website or in a Current Report on Form 8-K. of Directors adopted Corporate Governance Guidelines to document the governance practices followed by Arcuswe follow and to assure that the Board will have the necessary authority and practices in place to review and evaluate Arcus’sour business operations as needed and to make decisions that are independent of Arcus’sour management. The guidelines are also intended to align the interests of directors and management with those of Arcus’s stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to Board composition and selection, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at www.arcusbio.com.www.arcusbio.com.Arcus’sour securities, such as a put or call option or other derivative contracts or transactions, nor (iii) borrow from a brokerage firm, bank or similar entity in order to purchase Arcusour securities.18.ProposalRatification of Appointment of Independent Registered Public Accounting Firm of the Board of Directors has selected Ernst & Young LLP as Arcus’sour independent registered public accounting firm for the fiscal year ending December 31, 2023,2024, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited Arcus’sour financial statements since 2016. Representatives ofErnst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.Arcus’sour Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as Arcus’sour independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee, of the Board in its discretion, may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of Arcus and itsour stockholders.Arcusus for the fiscal years end December 31, 20222023 and 2021,2022, by Ernst & Young LLP Arcus’s principal accountant (in thousands):Fiscal Year Ended 2023 2022 $ 2,239 $ 1,861 Audit-related Fees — — 60 72 7 4 Total Fees $ 2,306 $ 1,937 annual reportsAnnual Reports on Form 10-K; review of our interim financial statementstatements included in our quarterly reports on Form 10-Q; consultation on technical accounting matters; assistance with registration statements filed with the SEC; and the issuance of comfort letters and consents.Arcus’sour engagement of Ernst & Young LLP, Arcuswe entered into an engagement agreement with Ernst & Young LLP that sets forth the terms by which Ernst & Young LLP will perform audit services for Arcus, which isus. The terms of such agreement are subject to alternative dispute resolution procedures.Arcus’sour independent registered public accounting firm, Ernst & Young. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has approved all services by Ernst & Young prior to performance of the services.The Board Of Directors RecommendsHEVote In Favor Of Proposal 2V.OTE19.ProposalN FAVOR OF PROPOSAL 2.on executiveON EXECUTIVE COMPENSATION(the “Dodd-Frank Act”) and Section 14A of the Exchange Act, Arcus’sour stockholders are entitled to cast an advisory vote at the Annual Meeting to approve the compensation of our named executive officers as disclosed in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of Arcus’sour named executive officers and the philosophy, policies and practices described in this Proxy Statement. Our stockholders have recommended, and ourthe Board has approved, a frequency of each year for advisory votes on executive compensation. Accordingly, the next advisory vote on executive compensation will be at our 20242025 Annual Meeting of Stockholders.Arcus’sour named executive officers subject to the vote is disclosed in the “Compensation“Compensation Discussion and Analysis,,” compensation tables, and related narrative disclosure contained in this Proxy Statement. Arcus’sOur executive compensation program is focused on pay-for-performance with a goal of providing competitive overall compensation that attracts and retains top performers and aligns their interests with those of Arcus’sour stockholders. Approximately 97%96% of the votes cast on the say-on-pay proposal at our 20222023 annual meeting of stockholders voted in support of the compensation paid to our named executive officers for 2021.2022. We are again requesting your non-binding vote on the following resolution:Arcus’sthe named executive officers of Arcus Biosciences, Inc., as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”The Board Of Directors RecommendsOARDVote In Favor Of Proposal 3V.OTE20.Security Ownership of Certain Beneficial Owners and ManagementN2023,2024, for:Named Executive Officer;2023,2024 and (ii) underlying restricted stock units that are scheduled to vest within 60 days of March 1, 2024, are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentagebeneficial ownership of that person (including for the purpose of computing beneficial ownership of all current directors and officers), but are not treated as outstanding for the purpose of computing the percentagebeneficial ownership of any other person.73,019,19990,868,496 shares of common stock issued and outstanding on March 1, 2023.
Owned
that May be Acquired Within 60
days
Shares
Beneficially
Owned
of
Beneficial
Ownership
as a group (15 persons) (9)Name of Beneficial Owners Shares
OwnedShares
that May be Acquired Within 60
daysTotal
Shares
Beneficially
OwnedPercentage
of
Beneficial
Ownership5% Stockholders (other than directors and named executive officers): 30,061,124 2,661,542 32,722,666 35.0 % 10,035,170 — 10,035,170 11.0 % 4,728,782 — 4,728,782 5.2 % 4,680,716 — 4,680,716 5.2 % Directors and Named Executive Officers: 4,351,923 1,091,620 5,443,543 5.9 % Robert C. Goeltz II 15,456 373,862 389,318 * 1,421,141 633,010 2,054,151 2.2 % Jennifer Jarrett 50,279 1,485,031 1,535,310 1.7 % Dimitry Nuyten, M.D., Ph.D. 13,820 121,127 134,947 * 142,206 79,900 222,106 * Linda Higgins, Ph.D. — — — * 903,755 44,900 948,655 1.0 % David Lacey, M.D. 42,452 85,900 128,352 * Nicole Lambert 7,234 36,089 43,323 * Patrick Machado, J.D. 10,100 94,900 105,000 * Johanna Mercier — — — * Merdad Parsey, M.D., Ph.D. — — — * Andrew Perlman, M.D., Ph.D. 14,125 51,900 66,025 * 23,703 99,900 123,603 * 7,039,065 4,745,773 11,784,838 12.3 % February 2, 2021 by Gilead Sciences, Inc., reporting beneficial ownership as of January 31, 2021.2024 by Gilead. The number of shares that may be acquired within 60 days is the number of shares that may be acquired pursuant to the terms of the Third Amended and Restated Common Stock Purchase Agreement, dated January 31, 202129,Arcus,us, which number is the maximum that will cause Gilead’s beneficial ownership to be 35.0% subsequent to the issuance of such shares. The principal business address of Gilead is 333 Lakeside Drive, Foster City, California 94404.26,23, 2023 by BlackRock, Inc., reporting beneficial ownership as of December 31, 2022. Blackrock, Inc. has sole dispositive power with respect to all of these shares and sole voting power with respect to 9,220,8479,783,260 of these shares. Blackrock Fund Advisors may also be deemed to beneficially own 5% or more of our outstanding shares of common stock. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.20232024 by FMR LLC and Abigail P. Johnson. FMR LLC has sole dispositive power with respect to all of these shares and sole voting power with respect 4,728,058 of these shares. Abigail P. Johnson is deemed to have sole dispositive power with respect to all of these shares. The principal business address of FMR LLC and Abigail P. Johnson is 245 Summer Street, Boston, Massachusetts 02210., reporting beneficial ownership as of December 30, 2022. The Vanguard Group, Inc. has sole dispositive power with respect to 4,290,7244,576,359 of these shares, shared dispositive power with respect to 82,453104,357 of these shares and shared voting power with respect to 34,53852,209 of these shares. The principal business address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.(4) (5)Shares owned includes 4,066,844632,974 shares of common stock held by trusts, of which 632,974 shares are held in family trusts in which Dr. Rosen has no pecuniary interest but retains voting and dispositive power.21.(6)(5) Shares owned includes 1,222,2401,188,233 shares of common stock held by trusts.(6) (7)Shares owned includes 102,106 shares of common stock held by trusts.(7) (8)Shares owned consists of (a) 505,050 shares of common stock held by Kaneko Capital, LLC, (b) 252,524 shares of common stock held by Kaneko Investments, LLC, and (c) 142,081146,181 shares of common stock held by trusts.(8) (9)Shares owned includes 8,553 shares of common stock held by trusts.(9) (10)Consists of the number of shares of common stock beneficially owned by all current executive officers and directors as of March 1, 2023.2024.22.Executive officers2023:2024:65 6451 5066 6553 5248 4745 44each of Dr. Rosen, Dr. Jaen and Ms. Jarrett, see “Proposal 1 – Election of Directors.”Arcusus from UNITY Biotechnology, Inc. (Nasdaq: UBX), a healthcare company focused on age-associated diseases, where he served as Chief Financial Officer and Senior Vice President from September 2017 to July 2020, in which position he was responsible for investor and public relations, accounting, financial planning and analysis, information systems, real estate, insurance, procurement and facilities. Prior to Unity, Mr. Goeltz was Chief Financial Officer and Senior Vice President at CytomX Therapeutics, Inc. (Nasdaq: CTMX), a biotechnology company focused on cancer therapeutics, from May 2015 to May 2017, in which position he was responsible for investor relations, finance, real estate, insurance, procurement, facilities and information systems. Prior to that, Mr. Goeltz served as Chief Financial Officer of Onyx Pharmaceuticals, Inc. after its acquisition by Amgen Inc., from October 2013 until May 2015. Previously, Mr. Goeltz held roles of increasing responsibility at Amgen Inc. (Nasdaq: AMGN), including in Business Development, Commercial Finance, R&D Finance and Corporate Accounting from 2004 to 2013. He began his career working in the audit practice of Ernst & Young LLP. Mr. Goeltz received a B.B.A. in Business from Emory University and an M.B.A. from the UCLA Anderson School of Management. He is also a Certified Public Accountant (inactive).Arcus,us, Dr. Nuyten served as Senior Vice President and Chief Medical Officer of Nektar Therapeutics (Nasdaq: NKTR), a biopharmaceutical company, from July 2021 to June 2022, in which role he was responsible for the development strategy and leading the development organization and the clinical development, clinical pharmacology, clinical operations, clinical and non-clinical pharmacology, biometrics and safety departments. Prior to Nektar he served as Chief Medical Officer of Aduro Biotech, Inc., a biopharmaceutical company, from May 2019 to until its merger with Chinook Therapeutics, Inc. in October 2020, in which role he was responsible for the company’s development strategy and operations. Following the merger, Dr. Nuyten served as a consultant to Chinook Therapeutics until December 2020. From July 2013 to April 2019, Dr. Nuyten was with Pfizer Inc. (NYSE: PFE), a global pharmaceutical and biotechnology company, most recently serving as Vice President and ImmunoOncology Development Leader from March 2017 to April 2019, in which role he was responsible for leading the clinical team and the clinical development and strategy for the immune-oncologyimmuno-oncology portfolio. From 2008 to June 2013, Dr. Nuyten was with Bristol-Myers Squibb, Co. (NYSE: BMY), a global biopharmaceutical company. Dr. Nuyten received his medical degree from the University of Groningen and his Ph.D. in Cancer Biology from the University of Amsterdam Medical School and trained as radiation-oncologist at the Netherlands Cancer Institute in Amsterdam, The Netherlands.Arcusus in July 2017, and previously held the role of Vice President of Legal starting in August 2018 and Head of Legal from July 2017. From July 2015 to March 2017, Ms. Tang was Director of Securities and Transactions at Medivation, Inc., a biopharmaceutical company, where she was responsible for securities, corporate governance and strategic transactions until the company’s acquisition by Pfizer, Inc. From 2004 to 2015, Ms. Tang was at InterMune, Inc., a biotechnology company focused on pulmonology and orphan fibrotic diseases, ultimately having responsibility for the company’s global intellectual property portfolio, strategic transactions, and supporting the company’s corporate and securities activities, including the establishment and administration of its European subsidiaries, until InterMune’s acquisition by Roche Holdings, Inc. Ms. Tang received her law degree from Santa Clara University School of Law and her B.A. in Molecular and Cell Biology, with an emphasis in Neurobiology, from the University of California at Berkeley.23.fiscal year ended December 31, 2022,2023, for the following “Named Executive Officers”,named executive officers, whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement:Statement. For the year ended December 31, 2023, our “named executive officers” are:BobRobert C. Goeltz, our Chief Financial Officernow in fourmultiple Phase 3 registrational studies targeting lung and gastrointestinal cancers. Our deep portfolio of novel small molecules and enabling antibodies allows us to create highly differentiated therapies, which we are developing to treat multiple large indications. We expect our clinical-stage portfolio to continue to expand and to include molecules targeting immuno-oncology, cancer cell-intrinsic and immunological pathways. Our vision is to create, develop and commercialize highly differentiated therapies that have a meaningful impact on patients.To efficiently advance our portfolio, in 2020 we entered into an Option, License and Collaboration Agreement (Gilead Collaboration Agreement) with Gilead Sciences, Inc. (Gilead) that provides us with a worldwide co-development partner while allowing us to retain rights to co-commercialize in the United States. Gilead has the right to commercialize outside of the United States, subject to the rights of our existing partners. To date, Gilead has obtained licenses to four programs—our PD-1 program (including zimberelimab), our TIGIT program (including domvanalimab and AB308), our adenosine receptor antagonist program (including etrumadenant) and our CD73 program (including quemliclustat). In 2017, we entered into an Option and License Agreement (Taiho Agreement) with Taiho Pharmaceutical Co., Ltd. (Taiho) to facilitate and enable the development of our assets in Japan and certain other territories in Asia (excluding China). To date, Taiho has obtained licenses to three programs—our PD-1 program (including zimberelimab), our TIGIT program (including domvanalimab and AB308), and our adenosine receptor antagonist program (including etrumadenant).202220222023 annual meeting of stockholders, approximately 97%96% of the votes cast on the say-on-pay proposal voted in support of the compensation paid to our named executive officers for 2021.2022. While this vote was only advisory and not binding, the Compensation Committee believes that the 20222023 stockholder vote generally endorsed our compensation philosophy and the decisions made for 2021 and2022. As such, we did not make any significant changes to our core compensation philosophies and practices in 2022.20222023. We hold a say-on-pay vote on an annual basis.2022:•We leveraged our strategic partnerships to strengthen our development strategy:o◦With Gilead, we significantly expandedSignificantly advanced our late-stage domvanalimab and zimberelimab programs towards potential commercialization by successfully managing study start up and early enrollment activities for STAR-221 and STAR-121. As a result, both of these Phase 3 studies are enrolling faster than projected and are expected to complete enrollment in 2024.programadvances in STAR-221 triggered clinical milestones for domvanalimab which now includes eight ongoingand zimberelimab under our collaboration agreement with Taiho. As a result, Taiho became obligated to pay us $28 million.Phase 3 clinical studies evaluating domvanalimab-based combinations in24.non-small cell lung cancer (NSCLC) a post hoc analysis. The strength of this data supports further development of quemliclustat and upper gastrointestinal (GI) cancers. Specifically, we initiated the following studies:▪STAR-121,are working to initiate a Phase 3 study, operationalizedtrial in pancreatic cancer by Gilead,early 2025.domvanalimabzanzalintinib, Exelixis’ next-generation TKI, inversus pembrolizumabin lung and chemotherapy in first-line NSCLC.STAR-221, a Phase 3 study evaluating domvanalimabAB801 has been evaluated in combination with zimberelimab and chemotherapy versus nivolumab and chemotherapy in first-line unresectable or metastatic GI cancers.▪ARC-21, a Phase 2 study evaluating domvanalimab combinations in various lines
of unresectable or metastatic GI cancers. This study was designed to support STAR-221.▪EDGE-Lung, a Phase 2 platform study to evaluate domvanalimab-, quemliclustat-, and zimberelimab-based combinations in advanced NSCLC.▪VELOCITY-Lung, a Phase 2 platform study, operationalized by Gilead, which is evaluating domvanalimab-, etrumadenant-, and zimberelimab-based combinations in advanced NSCLC.oTaiho Pharmaceutical, our partner in Japan and other territories in Asia, opted to participate in two of our Phase 3 trials - STAR-121 in NSCLC and STAR-221 in upper GI cancer. Due to Taiho's participation, we expect to enhance the rate of enrollment in these global studies and receive certain milestone payments from Taiho during the 2023 fiscal year.•We advanced our clinical programs and pipeline:oPresented data from ARC-7, a randomized Phase 2 study evaluating the safety and efficacy of zimberelimab alone vs. domvanalimab plus zimberelimab vs. domvanalimab plus zimberelimab and etrumadenant in NSCLC.oCompleted the redesign of ARC-10, a Phase 3 study evaluating domvanalimab plus zimberelimab versus pembrolizumab in first-line metastatic, PD-L1≥50% NSCLC, to enable an expanded geographic footprint for the trial. In addition, this amendment addresses the importance, both clinically and commercially, of using an accepted U.S. standard of care (pembrolizumab) as an active comparator for the trial, in the context of a potentially shifting U.S. regulatory landscape for oncology agents.oCompleted ARC-14,ARC-26, a healthy volunteer study, of AB521, our HIF-2a inhibitor, which facilitated the initiation of ARC-20,and is being evaluated in ARC-27, a Phase 1/1b study of AB521study. The dose escalation portion is in cancer patients at a starting dailywith advanced malignancies and the dose of 20 mg, a pharmacologically active dose.•◦ advanced and expanded our collaboration with Gilead to include two research-stage programs against targets that are applicable to inflammatory diseases. For each research program Gilead exercises its option at the earlier stage portfolio with three new product candidates:o◦Nominated AB801 for clinical development. AB801 isEnded the year with a potent and selective small molecule AXL inhibitor, which has the potential to address various treatment-resistant tumor types, such as STK11-mutant NSCLC.oNominated AB598 for clinical development. AB598 is our CD39 antibody development candidate, which we plan to evaluate in NSCLC and upper GI cancers.oSelected our first development candidate targeting inflammationcash runway into mid-2026, which was formally nominated for clinical developmentextended into 2027 in the first quarterJanuary 2024 following Gilead’s additional equity investment of 2023.$320 million.25.$1.0$500.0 million to $7.0$5.0 billion, representing a range of approximately one-halfone-third to three and a halfone-third times our market capitalization at the time of review;26.of up to 1,000between 150 and 1,500 employees, with such outer range representing approximately 3 times our size at the time of review; andUSU.S., with a preference for those located in Northern California.2022,2023, which differed from the prior year peer group as sixthree companies were added and ninefour companies were removed. The changes to our peer group from the prior year are largely due to changes in our headcountstage of development and market capitalization. AllakosAllogene Therapeutics, Inc. Arena Pharmaceuticals Inc. Atara Biotherapeutics, Inc.Denali Therapeutics Inc. Dicerna Pharmaceuticals, Inc. Nektar TherapeuticsRAPT Therapeutics,REGENXBIO Inc. Turning Point Therapeutics, Inc.Zogenix, Inc.•Base salary;50th50th to 75th75th percentile. However, the Compensation Committee also considers the scope of the executive officer’s responsibilities,was entitled to a $400,000 base salary in 2021 and 2022. However, Dr. Rosen voluntarily reduced his annual salary to fund an employee meal program resulting in an annual salary of $366,875 and $350,000 for 2021 and 2022, respectively.2022,2023, Mr. Goeltz received a base salary of $470,000$490,000 (an increase of $35,000$20,000 from the prior year), Dr. Jaen received $550,000 (an increase of $15,000 from the prior year) and Ms. Jarrett received $550,000$575,000 (an increase of $25,000 from the prior year)., Ms. Jarrett received $575,000 (an increase of $25,000 from the prior year) and Dr. Nuyten, who joined us in August 2022, received an$562,000 (an increase of $22,000 from his annualized base salary of $540,000.50th50th to 75th75th percentile. The27.2022,2023, our Compensation Committee approved corporate performance goals, which included:•Initiating four new Phase 2 and Phase 3 trials to significantly expand our domvanalimab co-development program with Gilead;Presenting•present data demonstratingfrom ARC-7 and EDGE-Gastric to support enrollment in our Phase 3 studies evaluating domvanalimab and zimberelimab;domvanalimab from our ARC-7 study;quemliclustat and etrumadenant to support advancement of the clinical programs;Generating data from our healthy volunteer study that demonstrates that AB521 may have best-in-class potential and Advancing AB521 intoinitiate a Phase 11b combination study in oncology subjects;with casdatifan and remain on track to initiate a Phase 3 study by early 2025;Advancing multiple discovery programs throughadvance two development candidate nominations to enable three new IND filings in 2023;candidates into clinical development; andEfficient utilization of our resources in the advancement and execution of our clinical programs and pipeline; and•Maintainingmaintain a significant cash runway that extends intothrough 2026.the company’s or any individual’s performance. Rather, it qualitatively evaluates the totality of the company’s achievements relative to its corporate goals, overall progress and performance and contribution towards the creation of long-term stockholder value, and achievements relative to the goals.each individual's contributions. Achievements considered by the Compensation Committee include the “2022“2023 Business Highlights” discussed above and the 20222023 bonuses approved by the Compensation Committee for each Named Executive Officernamed executive officer are set forth below:
(%)
($)
($)(1) Dr. Rosen requested that the compensation committee reduce the bonus contemplated by the compensation committee to be awarded to him by $100,000 to enable such amount to be distributed to the other executive officers as part of their bonuses.(2) Dr. Nuyten joined the Company August 2022 and received a pro-rated 2022 bonus.Name and Title Terry Rosen, Ph.D., Chief Executive Officer 85% 552,500 550,000 Robert C. Goeltz, II, Chief Financial Officer 45% 220,500 220,000 Juan Carlos Jaen, Ph.D., President 50% 287,500 300,000 Jennifer Jarrett, Chief Operating Officer 50% 287,500 300,000 Dimitry Nuyten, M.D., Ph.D., Chief Medical Officer 45% 252,900 250,000 Arcus' 2022our 2023 achievements, particularly the rapid alignment with Gilead to significantly expandenrollment status of STAR-121 and STAR-221 in 2023 and the co-development program for domvanalimab and initiationoverall progress of five Phase 2 and 3 studies (ARC-21, STAR-221, STAR-121, EDGE-Lung and VELOCITY-Lung), all in 2022,our clinical development pipeline, which the Committee consideredcontinued enhancementcontinuous assessment of our budget and strengtheningcash forecast during 2023 which allowed us to efficiently assess strategic decisions around clinical programs with a high degree of confidence. Additionally, he led a strategic planning exercise to align a broad portfolio of molecules and clinical trials against a scenario analysis, including timing and other critical variables, with the corresponding capital requirements; the results of the company’s finance team capabilities and infrastructure, particularly in accounting andexercise enabled us to evaluate the financial planning followingimpact of the company’s receiptterms of $725 million in option payments fromour recent amendments to our agreements with Gilead, in January 2022, which nearly28.doubled the company’stransaction extended our cash position. As a result, the company underwent a period of intense growth (human, infrastructure and clinical trials) andrunway by approximately 12 months. Mr. Goeltz's leadership, strategic planning and foresight are critical to ensuring that we optimize the financial benefits of and opportunities associated with our relationshiprelationships with Gilead.evolutioncontinued productivity of our discovery platform, including the expansion of the company’scollaboration with Gilead to include two targets that are applicable to inflammatory disease and the continued development of the outstanding small molecule discovery leadership team and its leadership. He also led the efforts resulting in two new molecules entering clinical development, including an AXL inhibitor that we believe is the first such inhibitor with the potency and selectivity against the target to supporttruly evaluate the expanded complexitytherapeutic benefit associated with the advancementthis target and expansion of the portfolio of programs, advancement of the company’s CD39 antibody and AXL inhibitor into IND-enabling studies, that will enable first in human studies in 2023, and advancing our first program targeting inflammation, for which we have selected the development candidate, AB375. Dr. Jaenmechanism. His team also has continued to enhancegenerate important translational data in support of our clinical programs, a notable example involved our CD73 inhibitor quemliclustat in ARC-8 (pancreatic cancer). He also works very closely with the company’s relationship with Gilead’s discovery organization, advancing work on two research collaboration targets that provide additional opt-in opportunities for Gileadclinical development group in bringing the biological and associated financial opportunities for us,mechanism of action perspectives to decision making affecting our selections of combinations, settings and provides opportunities to continue to expand our early-stage collaborative efforts.including our Portfolio Steering Committee, with continuedto support ongoing improvement in collaboration and cooperation amongst teams, as well as enhancing alignment with our counterparts at Gilead, working towards a seamless integration of our teams to enable the most efficient decision-making and cross-company execution of our joint clinical development plan. These efforts were criticalevident in the expansion of the Gilead collaboration to our abilityinclude two new targets applicable to align on and expand our domvanalimab development program from three Phase 2 and Phase 3 studies to eight Phase 2 and Phase 3 studies in 2022. Ms. Jarrett also led the development of a holistic strategic plan that informs our evolving priorities and corresponding resource allocations and further led our efforts to understand and enable our opportunities for molecule and programmatic differentiation as we began to consider the commercialization of programs associated with huge and highly competitive markets.inflammatory disease. Ms. Jarrett’s leadership and efforts on the corporate development front,and the medical affairs fronts, both strategic and tactical, have laid the groundwork for an opportunity for us to fully leverage the advantages associated with AB521our HIF-2a inhibitor casdatifan and enable its potential as a “best-in-class”best-in-class agent as well as component in a “bestbest-in-class combinations. She has also positioned us well to begin the work necessary to be ready to launch and commercialize our initial product candidates, balancing the needs to create the necessary human infrastructure with the opportunity to leverage this strength in class combination”.With respect to our partner Gilead.while he was on-board for only part of 2022, he had immediate impact, particularlycontinues to bolster the clinical team with respect to his leadership withinhigh-quality hires and leads the Development organization and cross-functionally. He rapidly createdteam with a new leadership team, built with both existing senior Arcus staff and newly recruited key hires, laid out and communicated aclear vision and operational framework for the entire Development organization and put in place scalable functional governance and team structures consistent with the company’s complex portfolio of molecules and trials and recent transition to a late-stage development organization, as well as the unique operational circumstances associated with the expanded breadth of collaborative activities in our Gilead collaboration.framework. These efforts were criticalimportant in the successful advancement of casdatifan and enrollment results seen in our STAR-221 and STAR-121 studies, the former of which we are operationalizing and is anticipated to delivery on severalbe fully enrolled ahead of schedule. His team also worked with an external group to generate a robust synthetic control arm, crucial to the data analysis, for the ARC-8 dataset and also delivered an outstanding dataset for ARC-9, our randomized phase 2 trial in colorectal cancer, the results of which will be presented at a medical conference in 2024. Perhaps of greatest importance, given the promise of our corporate goals but most importantlyadvanced program, the domvanalimab/zimberelimab (anti-TIGIT/anti-PD-1) combination, Dr. Nuyten led the generation of an interim analysis of our EDGE-Gastric trial (upper GI cancers), a dataset presented at ASCO Plenary, which provided solid momentum heading into 2023proof of concept data for the anti-TIGIT mechanism in this setting and further data supporting the inherent opportunitiesdifferentiation of domvanalimab from the other anti-TIGITs in the efforts of the Development organization.20222023 annual equity awards, our Compensation Committee determined that the appropriate mix for our equity grants be split, with approximately 75%67% of the value delivered through stock options and 25%33% of the value delivered through RSUs. The Compensation Committee believes that this equity mix helps to ensure long-term performance and strong alignment with our stockholders’ interests because their value predominantly depends on future stock price appreciation. Including RSUs also promotes retention and allows us to deliver value while using fewer authorized shares.20222023 annual equity awards, the Compensation Committee approved these awards at its meeting in the first quarter of 20222023 following completion of our annual performance review process. We do not time the grant of our equity awards to be in advance of the announcement of any material information.29.20222023 plan year, we matched 100% of the participant’s salary deferrals up to 6% of their salary and a maximum of $4,000$5,000 per participant for the plan year. In addition, we provided a health and wellness and commute/telecommute stipend of $300 per quarter for each eligible employee.Hedging PolicyOur Insider Trading Policy provides that directors, officers and employees should not (i) engage in any short sales, (ii) acquire, sell, or trade in any interest or position relating to the future price of Arcus’s securities, such as a put or call option, nor (iii) borrow from a brokerage firm, bank or similar entity in order to purchase Arcus securities.Named Executive Officersnamed executive officers for the fiscal years ended December 31, 2023, 2022 2021 and 2020:2021:Name and Principal Position Year Salary
($)Bonus
($)All Other
Compensation
($)Total
($)2023 650,000 — 2,327,514 6,582,319 550,000 11,112 10,120,945 2022 350,000 (4) — 2,146,950 6,145,370 400,000 6,112 9,048,432 2021 366,875 (4) 300,000 (5) 1,652,850 6,896,008 — 267,606 (6) 9,483,339 2023 490,000 — 748,680 2,120,458 220,000 8,694 3,587,832 2022 470,000 — 511,965 1,396,675 270,000 5,294 2,653,934 2021 435,000 — 459,125 1,847,145 175,000 2,810 2,919,080 2023 575,000 — 1,008,516 2,852,338 300,000 14,544 4,750,398 2022 550,000 — 1,032,188 2,793,350 370,000 11,144 4,756,682 2021 535,000 — 711,644 2,863,075 300,000 5,564 4,415,283 2023 575,000 — 1,008,516 2,852,338 300,000 8,694 4,744,548 2022 550,000 — 1,032,188 2,793,350 370,000 5,294 4,750,832 2021 525,000 — 14,692,000 — 300,000 3,242 15,520,242 2023 562,000 — 748,680 2,120,458 250,000 11,784 3,692,922 2022 225,000 — 1,105,000 3,114,689 160,000 337 4,605,026
Options(2)
Compensation(1) The amount represents the aggregate grant date fair value of restricted stock units on the date of grant, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining fair values for option awards are described in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.Report.(2) The amount represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining fair values for option awards are described in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.Report.(3) The amounts disclosed represent cash bonuses earned upon achievement of annual corporate performance goals for the applicable year and were payable after the end of the year according to the terms of the bonus program, based on the company's overall performance and each individual's achievement and contributions.2021 and 20202021 to fund an employee meal program. In the period from January 2020 to October 2020, when she joined the company as Chief Operating Officer, Ms. Jarrett received $27,871 in fees (reported in the “All other compensation” column), 3,000 restricted stock units with a total grant date fair value of $90,150 (reported in the “Stock awards” column), and 14,000 stock options with a grant date fair value of $281,089 (reported in the “Stock options” column), all for her service as a nonemployee director. In October 2020, Ms. Jarrett received a new hire grant of 900,000 stock options with a grant date fair value of $10,297,350 (reported in the “Stock options” column).(8) Dr. Nuyten joined our company August 2022.30.2022Named Executive Officersnamed executive officers for the 20222023 fiscal year:All Other Stock Awards:
Number of
Shares of Stock or UnitsAll Other Option
Awards: Number of
Securities Underlying
OptionsExercise or Base Price of
Option AwardName Award Type Grant Date Threshold
($)Target
($)Maximum
($)(#) (#) ($ per share) ($) Terry Rosen, Ph.D. Option 1/23/2023 — — — — 429,000 22.02 6,582,319 RSU 1/23/2023 — — — 105,700 — — 2,327,514 Bonus N/A — 552,500 — — — — — Robert C. Goeltz, II Option 1/23/2023 — — — — 138,200 22.02 2,120,458 RSU 1/23/2023 — — — 34,000 — — 748,680 Bonus N/A — 220,500 — — — — — Option 1/23/2023 — — — — 185,900 22.02 2,852,338 RSU 1/23/2023 — — — 45,800 — — 1,008,516 Bonus N/A — 287,500 — — — — — Jennifer Jarrett Option 1/23/2023 — — — — 185,900 22.02 2,852,338 RSU 1/23/2023 — — — 45,800 — — 1,008,516 Bonus N/A — 287,500 — — — — — Option 1/23/2023 — — — — 138,200 22.02 2,120,458 RSU 1/23/2023 — — — 34,000 — — 748,680 Bonus N/A — 252,900 — — — — — Named Executive Officernamed executive officer was eligible to receive. Actual amounts paid in early 20222023 are presented in the Summary Compensation Table above. There were no threshold or maximum amounts established.31.20222023 Fiscal Year End for the fiscal year ended December 31, 2022, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers:of our named executive officers as of December 31, 2023:Option Awards Stock Awards Number of Securities Underlying
Unexercised OptionsOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or Units
That Have Not
Yet Vested
(#)Name Grant
DateExercisable
(#)Unexercisable
(#)Terry Rosen, Ph.D. 1/16/2019 200,000 (2) — 10.36 1/15/2029 — — 1/17/2020 342,708 (3) 7,292 10.23 1/16/2030 — — 1/19/2021 204,167 (3) 75,833 36.73 1/18/2031 — — 3/8/2022 131,771 (3) 143,229 33.03 3/7/2032 — — 1/23/2023 98,313 (3) 330,687 22.02 1/22/2033 — — 6/4/2020 — — — — 25,000 (8) 477,500 1/19/2021 — — — — 11,250 (9) 214,875 3/8/2022 — — — — 32,500 (9) 620,750 1/18/2023 — — — — 79,275 (9) 1,514,153 Robert C. Goeltz, II 8/3/2020 208,333 (4) 41,667 21.06 8/2/2030 — — 1/19/2021 54,688 (3) 20,312 36.73 1/18/2031 — — 3/8/2022 29,948 (3) 32,552 33.03 3/7/2032 — — 1/23/2023 31,671 (3) 106,529 22.02 1/22/2033 — — 1/19/2021 — — — — 3,125 (9) 59,688 3/8/2022 — — — — 7,750 (9) 148,025 1/23/2023 — — — — 25,500 (9) 487,050 Juan Carlos Jaen,
Ph.D.1/16/2019 200,000 (2) — 10.36 1/15/2029 — — 1/17/2020 195,833 (3) 4,167 10.23 1/16/2030 — — 1/19/2021 84,766 (3) 31,484 36.73 1/18/2031 — — 3/8/2022 59,896 (3) 65,104 33.03 3/7/2032 — — 1/23/2023 42,602 (3) 143,298 22.02 1/22/2033 — — 6/4/2020 — — — — 13,750 (8) 262,625 1/19/2021 — — — — 4,843 (9) 92,501 3/8/2022 — — — — 15,624 (9) 298,418 1/23/2023 — — — — 34,350 (9) 656,085 Jennifer Jarrett 3/15/2017 181,166 (5) — 1.23 3/14/2027 — — 1/4/2018 107,694 (5) — 5.39 1/3/2028 — — 6/8/2018 161,114 (5) — 16.95 6/7/2028 — — 1/14/2019 35,000 (5) — 9.07 1/13/2029 — — 6/6/2019 35,000 (5) — 7.99 6/5/2029 — — 6/4/2020 14,000 (5) — 30.05 6/3/2030 — — 10/1/2020 712,500 (6) 187,500 17.17 9/30/2030 — — 3/8/2022 59,896 (3) 65,104 33.03 3/7/2032 — — 1/23/2023 42,602 (3) 143,298 22.02 1/22/2033 — — 1/19/2021 — — — — 100,000 (10) 1,910,000 3/8/2022 — — — — 15,624 (9) 298,418 1/23/2023 — — — — 34,350 (9) 656,085 Dimitry Nuyten,
M.D., Ph.D.8/23/2022 56,667 (7) 113,333 26.00 8/22/2032 — — 1/23/2023 31,671 (3) 106,529 22.02 1/22/2033 — — 8/23/2022 — — — — 31,875 (11) 608,813 1/23/2023 — — — — 25,500 (9) 487,050
Unexercised Options
Exercise
Shares or Units
That Have Not
Shares or Units
That Have Not(1) For the purpose of determining market value, we assumed a stock price of $20.68,$19.10, the closing sale price per share of our common stock on December 30, 2022,29, 2023, the last business day of our last fiscal year.32.2022(11)The shares subject to this RSU award vest in four equal annual installments commencing September 15, 2023, provided the officer remains in our continuous service through each vesting date. Accordingly, the number of shares in the table reflect only those shares subject to the RSU award that remain unvested.Named Executive Officersnamed executive officers during the year ended December 31, 2022.2023. The below table describes the number of shares acquired upon vesting of RSUs for the Named Executive Officersnamed executive officers during the year ended December 31, 2022. Dr. Nuyten's RSUs did not vest during the year ended December 31, 2022.
(#)
($)Stock Awards Name Number of shares acquired on vesting
(#)Terry Rosen, Ph.D. 78,925 1,467,121 Robert C. Goeltz, II 15,500 280,860 Juan Carlos Jaen, Ph.D. 37,857 706,319 Jennifer Jarrett 119,263 2,230,296 Dimitry Nuyten, M.D., Ph.D. 19,125 372,576 Named Executive Officersnamed executive officers would have received under our severance benefits plan (i) in the event of termination without cause or (ii) in the event of termination without cause or by the Named Executive Officernamed executive officer for good reason in connection with a change in control. The amounts below assume that the triggering event occurred on December 31, 2022.2023. The amounts below do not reflect the severance and change in control benefits our named executive officers would be entitled to under the Severance Plan which was adopted by our Compensation Committee in February 2024.Change in Control No Change in Control Name Cash Severance
($)Bonus
($)Health Benefits
($)Total
($)Cash Severance
($)Bonus
($)Health Benefits
($)Total
($)Terry Rosen, Ph.D. 650,000 552,500 26,448 2,891,958 4,120,906 650,000 552,500 26,448 1,228,948 Robert C. Goeltz, II 367,500 220,500 27,906 694,763 1,310,669 367,500 220,500 27,906 615,906 Juan Carlos Jaen, Ph.D. 575,000 287,500 26,448 1,346,591 2,235,539 575,000 287,500 26,448 888,948 Jennifer Jarrett 431,250 287,500 16,249 3,226,378 3,961,377 431,250 287,500 16,249 734,999 Dimitry Nuyten, M.D., Ph.D. 421,500 252,900 17,370 1,095,863 1,787,633 421,500 252,900 17,370 691,770 $20.68,$19.10, the closing sale price per share of our common stock on December 30, 2022,29, 2023, the last business day of our last fiscal year.Arcus’sour Chief Executive Officer and President would be entitled to (i) severance in the amount of 12 months of the officer’s then-current base salary, (ii) payment or reimbursement of healthcare continuation premiums under COBRA for up to 12 months and (iii) consideration of their pro-rata bonus based on the number of days that the officer was employed during such year. Under the severance program, Arcus’sour other C-level officers, which includes the named executive officers, are eligible for the foregoing severance benefits, but in an amount of up to nine months of the officer’s then-current base salary and up to nine months of healthcare continuation payments or reimbursements. The cash severance comprising amounts based on base salary and bonus would typically be provided in a lump sum shortly following the officer’s separation. The healthcare premiums would typically be made on a33.Named Executive Officers,named executive officers, if we terminate the respective officer’s employment for reasons other than cause, or if the officer voluntarily resigns for certain good reason (which we refer to collectively as an involuntary termination) within 12 months following a change in control (as defined in the agreement) of Arcus, then the officer will be eligible to receive, contingent on returning all of our property in the officer’s possession, executing and not revoking a general release of claims against us and certain related parties, and resigning as a member of ourthe Board, of Directors, continued payment of base salary for a twelve-month period for our Chief Executive Officer and President and for a nine-month period for our other C-level officers, at the rate in effect at the time of termination (but without giving effect to any reduction triggering a resignation for good reason), a lump-sum cash amount equal to the officer’s target bonus for the fiscal year in which such termination occurs, prorated for the number of days that the officer was employed during such year, and if timely elected by the officer, payment of healthcare continuation premiums under COBRA for up to twelve months for our Chief Executive Officer and President and for a nine-month period for our other C-level officers, and full vesting of all existing and future equity compensation awards.Arcus;Arcus;Arcus’sour written policies or rules;Arcusus or its Board of Directors;the Board; orArcusus or itsour directors, officers or employees, if Arcus haswe have requested such cooperation.twelve12 months after one of the following conditions has come into existence without the officer’s consent, which remains uncured more than 30 days after delivery of notice to us of such condition within 90 days following our receipt of the officer's notice of the initial existence of such condition:CEO.Chief Executive Officer. For the fiscal year ended December 31, 2022,2023, the total compensation for Dr. Rosen was $9,048,432$10,120,945 as reported in the Summary Compensation Table, whereas the total compensation for our median employee was $241,234$222,038 resulting in a pay ratio of approximately 37.545.6 to 1.34.2022:2023: (i) annual base pay, (ii) annual target cash incentive opportunity, and (iii) the grant date fair value for equity awards granted in 2022.2023. After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table.CEOChief Executive Officer and (ii) all other NEOs (Other NEOs)named executive officers (the "Other NEOs"), including “compensation actually paid” during the specified years alongside total shareholder return (TSR)("TSR") and net income metrics:Value of initial fixed $100 investment based on: Summary compensation table total for CEO
($)Average summary compensation table
total for Other NEOs
($)2023 10,120,945 7,480,720 4,193,925 2,953,574 194.36 94.37 (307) 2022 9,048,432 (2,065,105) 4,191,618 (2,394,074) 204.75 87.61 (267) 2021 9,483,339 14,577,932 5,939,512 7,091,681 400.69 117.83 53 2020 5,685,664 12,015,409 5,363,707 10,455,559 257.03 148.03 (123) CEOChief Executive Officer for each of the years presented was Dr. Rosen.Rosen. Our Other NEOs for 2023 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2022 were BobRobert C. Goeltz, Juan Jaen, Jennifer JarretJarrett and Dimitry Nuyten.Nuyten. Our Other NEOs for 2021 were BobRobert C. Goeltz, Juan Jaen, Jennifer Jarret,Jarrett, Carolyn Tang and William Grossman.Grossman. Our Other NEOs for 2020 were Jennifer Jarrett and William GrossmanGrossman..Rosen'sRosen for each year presented above to determine compensation actually paid to Dr. Rosen in such year are shown in the tables below:2023 2023 2022 2021 2020 Compensation actually paid to CEO 35.2023 2023 2022 2021 2020 Compensation actually paid to Other NEOs 27.27.NEOs,named executive officers, for the most recently completed fiscal year, to company performance are as follows:CEOChief 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: 36. filing of Arcus Biosciencesour filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.Arcus’sthe Compensation Committee consists of Ms. Falberg, Dr. Kaneko and Dr. Lacey. None of the members of our Compensation Committee has at any time during the past three years been one of our officers or employees. None of our executive officers currently serves or in the prior three years has served as a member of the Boardboard of Directorsdirectors or Compensation Committeecompensation committee of any entity that has one or more executive officers serving on ourthe Board of Directors or Compensation Committee.37.
June 14, 2022
June 14, 2022
Committee:
Governance Committee:Prior to
June 14, 2023Subsequent to
June 14, 2023Retainer for each non-employee member of the Board: $ 45,000 $ 45,000 Additional retainer for Lead Independent Director: 5,000 25,000 Additional retainer for Chair of Audit Committee: 20,000 20,000 Additional retainer for Chair of Compensation Committee: 15,000 15,000 N/A 15,000 Additional retainer for Chair of Nominating and Corporate Governance Committee: 10,000 10,000 Additional retainer for non-Chair members of Audit Committee: 10,000 10,000 Additional retainer for non-Chair members of Compensation Committee: 7,500 7,500 N/A 7,500 Additional retainer for non-Chair members of Nominating and Corporate Governance Committee: 5,000 5,000 of Directors an initial equity award. An initial equity award having a grant date fair value of approximately $625,000 will be granted automatically, without any further action on the part of the Board or the Compensation Committee on the date the person becomes a director of the company. Further, an annual equity award having a grant date fair value of approximately $350,000 will be granted automatically, without any further action on the part of the Board or the Compensation Committee on the date of our annual meeting of stockholders. Initial and annual equity awards will be split between stock options and RSUs, with approximately 2/3 of the value delivered through stock options and the remaining 1/3 through RSUs.of Directors, initial option awards shall vest and become exercisable in substantially equal monthly installments over 36 months and initial RSU awards shall vest in three substantially equal annual installments. Subject to the director’s continuous service on the Board, of Directors, annual option and RSU awards will vest and become exercisable in full on the earlier of (i) the date that is 12 months following the date of grant or (ii) the date of the next annual stockholder meeting following the grant. Initial and annual equity awards will become fully vested and exercisable in the event that Arcus iswe are subject to a change in control. The foregoing notwithstanding, a new director who has received an initial equity award will not in the same calendar year receive an annual equity award.38.2022ourthe Board of Directors who served as a director during the year ended December 31, 2022.2023. We did not pay any compensation for service as a director to Dr. Rosen, Dr. Jaen, Ms. Jarrett, Dr. Higgins or Dr. Parsey in the year ended December 31, 2022.2023.
Paid in Cash
Awards(1)
Awards(2)Name Fees Earned or
Paid in Cash
($)Total
($)Kathryn Falberg 75,750 133,280 270,052 — 479,082 Yasunori Kaneko, M.D. 99,879 133,280 270,052 — 503,211 David Lacey, M.D. 57,500 133,280 270,052 40,000 500,832 Nicole Lambert 47,500 133,280 270,052 — 450,832 Patrick Machado, J.D. 52,500 133,280 270,052 — 455,832 Andrew Perlman, M.D., Ph.D. 52,500 133,280 270,052 — 455,832 Antoni Ribas, M.D. Ph.D. 47,500 133,280 270,052 20,000 470,832 2022.2023. The valuation assumptions used in determining such amounts are described in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.Report. Each of these directors was granted only one stock option award in 2022.2023.Report on Form 10-K for the fiscal year ended December 31, 2022.Report. Each of these directors was granted only one stock option award in 2022.2023.2022:2023:Name Number of Shares Subject to Option Awards Number of Shares Subject to Restricted Stock Units Kathryn Falberg 99,400 6,800 Yasunori Kaneko, M.D. 64,400 6,800 David Lacey, M.D. 105,400 6,800 Nicole Lambert 58,000 8,366 Patrick Machado, J.D. 114,400 6,800 Andrew Perlman, M.D., Ph.D. 71,400 6,800 Antoni Ribas, M.D., Ph.D. 119,400 6,800 39.equity compensation plan information2022:
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants or
Rights (a)
Average
Exercise
Price of
Outstanding
Options,
Warrants or
Rights
(b)
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
reflected in
Column (a))
(c)Equity Compensation Plans Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants or
Rights (a)
(#)Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants or
Rights
(b)
($ per share)Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
reflected in
Column (a))
(c)
(#)9.9 $ 17.33 (2) 3.8 5.1 $ 22.57 (4) 3.2 Total 15.0 $ 19.12 7.0 2022,2023, a total of 2,043,7922.4 million shares remained available for future issuance under the 2018 ESPP, of which approximately 200,0000.2 million shares are subject to purchase during the current purchase period. The maximum number of shares subject to purchase rights under the 2018 ESPP is a function of stock price and total employee contributions as of the purchase date. As such, Arcuswe cannot reasonably determine the number of shares subject to purchase rights as of December 31, 2022,2023, and such shares are not reflected in the amount subject to rights outstanding.$18.55.$19.47.9,000,0009.0 million shares of our common stock for issuance under the 2020 Plan. The only persons eligible to receive grants of Awards under the 2020 Plan are individuals who satisfy the standards for inducement grants under NYSE Listed Company Manual Rule 303A.08 -303A.08; that is, generally, a person not previously an employee or director of Arcus, or following a bona fide period of non-employment, as an inducement material to the individual's entering into employment with Arcus.us. An “Award” is any right to receive Arcus common stock pursuant to the 2020 Plan, consisting of non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, or any other stock award.$26.37.$24.78.3,750,000(i) 3.6 million shares, (ii) 4% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year or (iii) a lesser number of shares determined by our Board of Directors.1,071,000(i) 1.1 million shares, (ii) 1% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by our Board of Directors.the Board.40.2022,2023, to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are elsewhere in this proxy statement: (Gilead)(Gilead Agreement) entered into in 2020, aswith Gilead (as amended in November 2021, pursuantthe "Gilead Collaboration Agreement"). The Gilead Collaboration Agreement provides Gilead with an exclusive license to our anti-PD-1 program (including zimberelimab) and time-limited exclusive option rights to our clinical programs, which we received a $175 million upfront cash payment in July 2020they have exercised for our anti-TIGIT program (including domvanalimab), adenosine receptor antagonist program (including etrumadenant) and an aggregate of $725 million in January 2022 for Gilead’s opt ins to three Arcus programs. We are eligible to receive option exercise payments of $150 million forCD73 program (including quemliclustat). For each additional clinical-stage program that Gilead exerciseshas exercised its option, to, and option exercise payments of $60 million for each of the two researchcompanies will co-develop and equally share global development costs for such optioned program, subject to opt-outs applicable to certain programs, that Gilead exercises its optionexpense caps on our spending, true-up adjustments, our right to at the IND-stage. Gilead's optionconduct certain independent activities and certain other exceptions. For each optioned program, provided we have not exercised our opt-out rights to future programs are contingent upon Gilead’s payments of up to $300 million in option continuation payments, consisting of a $100 million payment due at Gilead's option on each of the fourth, sixth, and eighth anniversaries of the agreement. In the U.S.(if applicable), we have thean option to co-promote with Gileadin the United States with equal sharing of related profits and losses. Outside of the U.S., Gilead has the right to exclusively commercialize any optioned programs outside of the U.S., subject to the rights of Arcus’sour existing partners to any territories, and Gilead will pay to us tiered royalties as a percentage of revenues. Withrevenues ranging from the high teens to the low twenties. Further, with respect to domvanalimab, we are alsoremain eligible to receive up to $500 million in potential U.S. regulatory approval milestones. As ofmilestone payments. During the year ended December 31, 2022, Gilead had obtained licenses to the following investigational products: zimberelimab, domvanalimab, AB308, etrumadenant, and quemliclustat. As of December 31, 2022,2023, we have received $1.09 billionrecorded $155 million in gross cost-sharing payments and $35 million in upfront payments from Gilead under the Gilead Agreement, including $175 million in upfront cash payments, $725 million for opt in payments and $189 million in cost-sharing payments. As ofCollaboration Agreement. During the year ended December 31, 2022,2023, we have paidincurred $45 million due to Gilead $28 million pursuant to our cost-sharing obligations under the Gilead Agreement.entered into in 2020, aswith Gilead (as amended, in February 2021, pursuant to which Gilead purchased 5,963,029 shares for $200 million in July 2020, and 5,650,000 shares for $220 million in 2021. Pursuant to the stock purchase agreement,"Purchase Agreement"). Under the Purchase Agreement, Gilead has the right, at its option, to purchase additional shares from us, up to a maximum ownership of 35% of our then-outstanding voting common stock, from time to time overuntil July 2025, at a periodpurchase price per share equal to the greater of five years froma 20% premium to market (based on a trailing five-day average closing price) at the time Gilead exercises such option, and the $33.54 initial purchase price per share. Since January 1, 2023, Gilead has purchased 16.2 million shares for an aggregate purchase price of the original agreement in July 2020. As of December 31, 2022, Gilead held approximately 18.9% of our outstanding common stock.entered into in 2020, aswith Gilead (as amended, in October 2022, provides Gilead with the right to designate two individuals to be appointed to our Board of Directors, includes a three-year standstill and lockup, and"Investor Rights Agreement"). The Investor Rights Agreement provides Gilead with registration rights, and pro rata participation rights in certain future financings.financings and the right to designate three individuals, which they have exercised, to be appointed to our board of directors. Gilead’s current director designees are LindaDr. Higgins, Ph.D.,Ms. Mercier and MerdadDr. Parsey. Pursuant to the Investor Rights Agreement, we established a Science Committee and Drs. Higgins and Parsey M.D, Ph.D.are members of our Science Committee.Relationship and transactions with BVF Partners L.P. (BVF)In October 2021, we and BVF entered into an agreement (the BVF Agreement) under which BVF agreed to fund the discovery and development of compounds for the treatment of inflammatory diseases (the Program) by providing us with $15 million in three non-refundable payments. In return, we are obligated to perform research and development41.activities in the Program, to make contingent payments upon the achievement of certain clinical and regulatory milestones of up to $72.5 million or $160.0 million depending on whether the program is solely developed by us or as part of theGilead. We must also pay mid-Gilead, including the Gilead Collaboration Agreement, Purchase Agreement and Investor Rights Agreement, please refer to high-single digit royalties based on net sales of products generated by the Program. The agreement also provides BVF with the option to provide an additional $10 millioninformation disclosed in funding for the Program in exchange for an increase in the royalty rate.Oneourthe Board, of Directors, has been employed by us since February 2016, currently in the capacity of Research Fellow. In 2022,2023, he earned approximately $227,800$242,295 in annual salary and other cash compensation. In 20222023 he was also granted (i) an option to purchase 1,1001,300 shares of common stock with an exercise price of $33.03$22.02 per share.share and (ii) 700 restricted stock units. The grant date fair value of the option award and restricted stock unit award, computed in accordance with FASB ASC Topic 718 was $24,581. For the same year, he was granted restricted stock units to acquire 550 shares of common stock with a grant date fair value of $18,167were $19,946 and $15,414, respectively. He also received other benefits consistent with other employees serving in the same capacity.TerryDr. Rosen Ph.D. has been employed by us since November 2020, currently in the capacity of Senior Scientist. In 2022,2023, he earned approximately $177,700$192,705 in annual salary and other cash compensation. In 20222023 he was also granted (i) an option to purchase 8501,175 shares of common stock with an exercise price of $33.03$22.02 per share.share and (ii) 588 restricted stock units. The grant date fair value of the option award and restricted stock unit award, computed in accordance with FASB ASC Topic 718, was $18,995. For the same year, he was granted restricted stock units to acquire 700 shares of common stock with a grant date fair value of $22,563were $18,029 and $12,948, respectively. He also received other benefits consistent with other employees serving in the same capacity.42.HouseholdingProxy MaterialsDr. Rosen has also been employed by us since March 18, 2024 as a Senior Bioinformatics Scientist, in our bioinformatics department. Pursuant to the terms of her employment, she receives an annual base salary of $170,000 and is eligible to participate in our 2024 annual bonus program at a target rate of 10% of her annual base salary. In connection with her hiring, she was granted an option to purchase 3,200 shares of common stock with an exercise price of $16.97 per share and 1,600 restricted stock units. The grant date fair value of the option award and restricted stock unit award, computed in accordance with FASB ASC Topic 718 were approximately $40,000 and $27,152, respectively.Arcus Biosciences, Inc.our stockholders may be “householding” Arcus’sour proxy materials. A single Notice of Internet Availability of Proxy Materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or Arcus Biosciences, Inc. Directus. To notify us, please direct your written request to Arcus Biosciences, Inc., Attention: Corporate Secretary,General Counsel, 3928 Point Eden Way, Hayward, CA 94545, or at (510) 694-6200. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.43.Other Matters of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote, to the extent permitted by SEC rules, on such matters in accordance with their best judgment.By Order of the Board of Directors/s/ Terry RosenTerry Rosen, Ph.D.Chief Executive Officer and Chairman of the BoardApril 21, 2023By Order of the Board of Directors /s/ Terry Rosen Terry Rosen, Ph.D. Chief Executive Officer and Chairman of the Board April 23, 2024 on Form 10-K for the year ended December 31, 2022 is available without charge upon written request to: Corporate Secretary, Arcus Biosciences, Inc., 3928 Point Eden Way, Hayward, CA 94545.44. ARCUS BIOSCIENCES, INC. 3928 POINT EDEN WAY HAYWARD, CA 94545 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 14, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/RCUS2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. EasternTime on June 14, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors - Nominees: 1a. David Lacey, M.D. 1b. Juan CarlosJaen, Ph.D., Merdad Parsey, M.D., Ph.D., NicoleLambert; 2. To ratify the selection by the AuditCommittee of the Board of Directors of Ernst &Young LLP as the independent registered public accounting firm of Arcus Biosciences for its fiscal year ending December 31, 2023; and 3. To approve, on an advisory basis, the compensation of Arcus Biosciences' named executive officers, as disclosed in the Proxy Statement. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.