DEF 14A of Arcus Biosciences, Inc., Apr 21, 2026

DEF 14A of Arcus Biosciences, Inc.

Filed Apr 21, 2026 · FY20250001724521-26-000025

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board is divided into three classes, and each class has a three-year term. The terms of the Class I directors expire at the 2028 annual meeting of stockholders, the terms of the Class II directors expire at the Annual Meeting, and the terms of the Class III directors expire at the 2027 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. There are four Class II directors whose terms of office expire at the Annual Meeting. If elected at the Annual Meeting, each of the nominees would serve as Class II directors until the 2029 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. Berger joined our Board in February 2025 with the resignation of Merdad Parsey, M.D., Ph.D. and pursuant to our Investor Rights Agreement with Gilead Sciences, Inc. ("Gilead"). Dr. Lacey and Ms. Lambert were previously elected to the Board by our stockholders in June 2023. Ms. Mercier joined our Board in January 2024 pursuant to our Investor Rights Agreement with Gilead. 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. Eight of our eleven then-current members of the Board attended the 2025 annual meeting of stockholders. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. Accordingly, the four 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 four 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 the Board. Each nominee has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. The following table sets forth information regarding our directors as of March 1, 2026:

  2. ELECTION OF DIRECTORS

    | NAME | CLASS | AGE | POSITION HELD WITH THE COMPANY | | Terry Rosen, Ph.D. | III | 66 | Chief Executive Officer, Director and Chairman | | Dietmar Berger, M.D., Ph.D.(4) | II | 63 | Director | | Kathryn Falberg(1) | III | 65 | Director | | Linda Higgins, Ph.D.(4) | III | 63 | Director | | Yasunori Kaneko, M.D.(1)(2) | I | 72 | Director | | David Lacey, M.D.(2)(3)(4) | II | 73 | Director | | Nicole Lambert(2)(3) | II | 52 | Director | | Patrick Machado, J.D.(3) | I | 62 | Director | | Johanna Mercier | II | 56 | Director | | Andrew Perlman, M.D., Ph.D.(1)(4) | I | 78 | Director | | Antoni Ribas, M.D., Ph.D.(4) | I | 60 | Director |

  3. ELECTION OF DIRECTORS

    (1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating and Corporate Governance Committee. (4)Member of the Science Committee.

  4. Director Nominees

    Director Nominees Below we provide a brief biography of each nominee for election to a three-year term as a Class II Director at the Annual Meeting: Dietmar Berger, M.D., Ph.D. has served as a member of our Board since February 2025. Dr. Berger joined Gilead Sciences, Inc. (Nasdaq: GILD) in January of 2025 as its Chief Medical Officer. In his role at Gilead, he is responsible for leading the company’s clinical development and medical affairs strategy for all of Gilead’s medicines throughout the product lifecycle. With over 25 years of experience in preclinical and clinical drug development, Dr. Berger plays a pivotal role in advancing Gilead’s mission to deliver transformative therapies to patients worldwide. Prior to Gilead, Dr. Berger served in executive leadership positions at Sanofi, Genentech, Bayer HealthCare and Amgen. Dr. Berger is a board-certified Internist, Hematologist and Oncologist with full academic credentials and clinical experience. Dr. Berger was selected to be appointed to the Board pursuant to the Investor Rights Agreement and we believe he is able to make valuable contributions to the Board due to his extensive clinical development experience. David Lacey, M.D. has served as a member of the 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 employees, 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 Nurix, Inc. (Nasdaq: NRIX) and Inbiomotion SL. Previously, Dr. Lacey served on the boards of directors of Argenx SE (Nasdaq: ARGX) from July 2014 until May 2021, Atreca, Inc. (Nasdaq: BCEL) from August 2015 to March 2024, 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 the Board due to his extensive experience in drug discovery and management of large research organizations. Nicole Lambert has served as a member of the Board since August 2021. Ms. Lambert is currently an Executive Director/Consultant at Russell Reynolds and previously served as the Chief Operating Officer of Myriad Genetics, Inc. from December 2021 until October 2023. Prior to her role as Chief Operating Officer, Ms. Lambert had 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 counselor 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 the Board due to her extensive commercial experience. Johanna Mercier has served as a member of the Board since January 2024. Ms. Mercier has served as the Chief Commercial Officer of Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, since May 2019. In her role at Gilead, she is responsible for overseeing the global commercialization of all of Gilead’s medicines throughout the product lifecycle. Prior to Gilead, she served in a number of executive leadership positions over 25 years at Bristol-Myers Squibb including as President, U.S. & Large Markets from September 2018 until May 2019, President, U.S. from August 2017 until October 2018 and President, European Markets, Australia & Canada from August 2016 until August 2017. In her roles at Bristol-Myers Squibb, she gained broad experience across geographies and in all aspects of the commercial business and she led the execution of multiple launches that changed the standard of care in melanoma and renal cancers. Ms. Mercier holds a bachelor’s degree in biology from the University of Montreal and an MBA from Concordia University. She currently serves on the board of directors of Neurocrine Biosciences, Inc. (NASDAQ: NBIX) and the University of Southern California’s Leonard D. Schaeffer Center for Health Policy and Economics. Ms. Mercier was selected to be appointed to the Board pursuant to the Investor Rights Agreement and we believe she is able to make valuable contributions to the Board due to her extensive commercial experience and her current role at Gilead Sciences, Inc. A VOTE IN FAVOR OF EACH NOMINEE. The following is a brief biography of each director who is not up for reelection at the Annual Meeting and whose term on the Board will continue as noted below:

  5. Class III Directors Continuing in Office until the 2027 Annual Meeting

    Class III Directors Continuing in Office until the 2027 Annual Meeting Kathryn Falberg has served as a member of the 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 employed by 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 committee, of biopharmaceutical company Nuvation Bio Inc. (NYSE: NUVB) 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 2022, 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. Falberg is able to make valuable contributions to the Board due to her extensive business experience as an executive in the pharmaceutical industry and her service as a director and audit committee member of multiple other biopharmaceutical companies during her career. Linda Higgins, Ph.D. has served as a member of the 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 during her first nine years led its Biology group. Prior to joining Gilead, Dr. Higgins previously served as the President & Chief 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 also currently serves on the supervisory board of Galapagos NV (Nasdaq: GLPG) and as independent director and chair of the board of directors of Ensocell Therapeutics, and previously served on the board of directors of Tizona Therapeutics, Inc. from September 2020 until December 2023. Dr. Higgins was selected to be appointed to the Board pursuant to the Investor Rights Agreement and we believe she is able to make valuable contributions to the Board due to her extensive research and business experience and her current role at Gilead Sciences, Inc. Terry Rosen, Ph.D. is our co-founder and has served as the Chairman of the Board since December 2017, our Chief Executive Officer since May 2015 and as a member of the 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 board of directors of IDEAYA Biosciences, Inc. (Nasdaq: IDYA) and on the boards of various private and non-profit entities including, Epiodyne, Inc., Simcha Therapeutics Holding Company, LLC, Sonoma Biotherapeutics, Inc., the Berkeley Board of Visitors, the Berkeley Foundation, and the Salk Institute. Dr. Rosen previously served on the board of directors of PACT Pharma, Inc. from December 2016 until October 2022. 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.

  6. Class I Directors Continuing in Office until the 2028 Annual Meeting

    Class I Directors Continuing in Office until the 2028 Annual Meeting Yasunori Kaneko, M.D. has served as a member of the 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 as chairman of the board of Provigate Inc. Dr. Kaneko served on the boards of H.U. Group Holdings, Inc. (TSE: 4544) from June 2015 to June 2025, Nippon Paint Holdings Co., Ltd. (TSE: 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 the Board due to his educational background in medicine, as well as his experience in the life science, pharmaceutical and related financial industries. Patrick Machado, J.D. has served as a member of the 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 board of directors from April 2014 until its acquisition by Pfizer Inc. in September 2016. During his tenure at Medivation, Mr. Machado helped lead the company through substantial growth and challenges, providing strong leadership during the clinical development and successful commercial launch of XTANDI® in prostate cancer. Prior to Medivation, Mr. Machado worked at ProDuct Health, Inc. from 1998 until 2001 where he held positions as Chief Financial Officer, Senior Vice President of Business Development and General Counsel; Mr. Machado was also responsible for working with national health plans in the U.S. to expand access to patients in need of ductal lavage. Earlier in his career, Mr. Machado served as chief legal counsel to the Chiron Technologies business unit at Chiron Corporation from 1996 until 1998 and led the transaction teams for all substantial Chiron Technologies collaborations. Prior to joining Chiron, Mr. Machado worked for Morrison & Foerster LLP, a leading international law firm, from 1990 until 1996, and for the Massachusetts Supreme Judicial Court from 1989 until 1990. Mr. Machado also serves as a member of the board of directors of Xenon Pharmaceuticals (Nasdaq: XENE) and Alumis Inc (Nasdaq: ALMS). Mr. Machado previously served on the board of directors of ACELYRIN, Inc. (Nasdaq: SLRN) from May 2021 until its merger with Alumis in February 2025, Adverum Biotechnologies, Inc. (Nasdaq: ADVM) from March 2017 until its acquisition by Eli Lilly in December 2025, Chimerix Inc. from May 2014 to June 2024, Endocyte, Inc. from February 2018 until December 2018, Principia Biopharma Inc. from June 2019 until its acquisition by Sanofi S.A. in September 2020, Rocket Pharmaceuticals, Inc. (f.k.a. Inotek Pharmaceuticals Corporation) (Nasdaq: RCKT) from August 2016 until January 2018, Roivant Sciences Ltd. (Nasdaq: ROIV) from October 2016 until June 2022, SCYNEXIS, Inc. (Nasdaq: SCYX) from October 2016 until June 2022, Sio Gene Therapies Inc. (f.k.a. Axovant Sciences, Inc.) (Nasdaq: SIOX) from June 2017 until February 2018, Turning Point Therapeutics, Inc. from May 2019 until its acquisition by Bristol-Myers Squibb Co. in September 2022 and Turnstone Biologics Corp. (Nasdaq: TSBX) from August 2018 until April 2024. 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 the Board due to his extensive business experience as an executive and public company director in the pharmaceutical industry. Andrew Perlman, M.D., Ph.D. has served as a member of the Board since December 2020. Dr. Perlman currently serves as Managing Director and Head of non-clinical Development of X-37, LLC, an artificial intelligence-enabled drug discovery company since November 2018. He was previously 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, from 2011 to 2018. Dr. Perlman also 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, until its acquisition in December 2020. From 2004 to October 2016, Dr. Perlman was Chief 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 Chief 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 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 8 VC, Avestria Ventures Management LLC and V2M Capital LLC, and biotechnology companies Hexagon Bio, Inc., Hinge Bio, Inc., Shasqi, Inc., Acelot Inc. and 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 Eric 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 the Board due to his extensive business, finance and development experience in the biopharmaceutical industry.

  7. Class I Directors Continuing in Office until the 2028 Annual Meeting

    Antoni Ribas, M.D., Ph.D. has served as a member of the Board since October 2019. Dr. Ribas has also served as a member of the 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, such as Kite Pharma Inc. and Flexus Biosciences, Inc. and currently serves on the board of directors of Lutris Pharma. Dr. Ribas received M.D. 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 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 of Cancer. He is an elected Fellow of the AACR Academy, the American Society for Clinical Investigation, the Association of American Physicians and the US National Academy of Medicine. We believe Dr. Ribas is able to make valuable contributions to the Board due to his extensive experience in medicine and clinical research.

  8. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The goals of our executive compensation program are to align our executive officers’ compensation with our corporate objectives and the interests of our stockholders. To do this, we focus on the following principles to guide decisions regarding executive compensation: •Competitive Total Compensation Package. We compete for qualified employees, including executive officers, both in the San Francisco Bay Area (where our principal offices are located) and in the pharmaceutical and biotechnology industries, where competition for talented employees is fierce. We strive to offer a market-competitive compensation package that enables us to attract and retain superior executive officers and other employees with outstanding skills and values who contribute to our long-term success. •Pay-for-Performance. We structure our executive compensation program so that executives are appropriately incentivized to achieve our annual corporate goals and longer-term business strategies and objectives. The annual bonus and equity awards for our executive officers are determined based on an assessment of the company's performance and such executive officer’s contribution to the achievement of the company's goals and objectives. •Alignment with Stockholders. We use equity-based awards to align executive incentives with the creation of stockholder value. For our executive officers, our equity awards are predominately weighted towards options as we believe that options provide a strong alignment with our stockholders’ interests because their entire value depends on future stock price appreciation; to a lesser extent we also grant restricted stock units ("RSUs") as we believe that RSUs also promote retention and allow us to deliver value while using fewer authorized shares. •Flexibility, Simplicity and Parity. Our compensation program is intended to be flexible so that we can adapt to rapid changes in the competitive environment for executives in the biotechnology industry and simple in design to facilitate communication, understanding and administration. We also strive to provide internal parity for similarly situated executives within the company. •Avoidance of Excessive Perquisites. In general, we do not offer our executive officers any enhanced benefits or perquisites as compared to our overall employee population. However, from time-to-time, we may provide a perquisite if appropriate and also determined by our Compensation Committee to be aligned with the overall interests of the company.

  9. Overview of Executive Compensation Process

    Overview of Executive Compensation Process Our Compensation Committee oversees the compensation policies, plans, and programs for all of our employees generally, but only reviews and specifically approves the compensation for our executive officers. In making its executive compensation determinations, our Compensation Committee considers evaluations of performance and recommendations from our Chief Executive Officer (except with respect to his own performance and compensation). The Compensation Committee considers our Chief Executive Officer’s input in executive sessions and can accept, reject or modify these recommendations in its discretion. The Compensation Committee may consult with compensation consultants, legal counsel and other advisors in designing our compensation program, including in evaluating the competitiveness of individual compensation packages. A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executive officers remain competitive with the packages offered by companies with which we compete for executive talent. Accordingly, our Compensation Committee, with the assistance of its compensation consultant, Radford, has developed a peer group of companies to serve as a reference for our Compensation Committee when designing and evaluating our executive compensation program to the market. The Compensation Committee annually reviews the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group, considering: •Industry: biopharmaceutical companies, with a therapeutic focus on oncology; •Stage of Development: clinical-stage companies, with an emphasis on companies in late-stage clinical development; •Market Capitalization: market capitalization of between $500 million to $5.0 billion; •Headcount: headcount between 200 and 1,750 employees, with such outer range representing approximately 3 times our size at the time of review; and •Geography: geographically situated in a biotechnology hub within the U.S., with a preference for those located in Northern California. Following this review, the Compensation Committee approved the peer group set forth below to use as a reference when setting executive compensation for our fiscal year 2025, which differed from the prior year peer group as Alector, Inc. and Arvinas were added and Cytokinetics and Mirati Therapeutics were removed. The changes to our peer group from the prior year are largely due to changes in market capitalization and acquisitions.

  10. Elements of Compensation

    | Name and Title | 2025 Bonus Target (%) | 2025 Bonus Target ($) | Bonus Payout for 2025 Performance ($) | | Terry Rosen, Ph.D., Chief Executive Officer | 85% | 658,750 | 658,750 | | Robert C. Goeltz, II, Chief Financial Officer | 45% | 243,000 | 243,000 | | Juan Carlos Jaen, Ph.D., President | 50% | 330,000 | 330,000 | | Jennifer Jarrett, Chief Operating Officer | 50% | 330,000 | 330,000 | | Richard Markus, M.D., Ph.D., Chief Medical Officer(1) | 45% | 247,808 | 270,000 |

  11. Elements of Compensation

    (1)Dr. Markus joined the company in January 2025, and his bonus target reflects proration based on his start date. The Compensation Committee considered our 2025 achievements, particularly the advancement and expansion of our development program for casdatifan, the completion of enrollment of the Phase 3 PRISM-1 study several months ahead of schedule, and the completion of critical BLA-enabling activities for domvanalimab and zimberelimab. With respect to Mr. Goeltz, key performance highlights included continued leadership of our financing planning and analysis activities, which were instrumental in our approach to maximizing the value of casdatifan and further facilitating our prioritization of investments across the rest of our portfolio. Mr. Goeltz was also critical in the execution of our financing activities in 2025 that led to the meaningful extension of our cash runway and strong year-end balance described above. Mr. Goeltz also remained rigorous in his oversight of our cash utilization and collaboration-related financial obligations to ensure each were managed in accordance with our strategic and operational objectives. With respect to Dr. Jaen, key performance highlights included the advancement of our discovery programs in inflammation and immunology, positioning us to advance the first of these programs into the clinic in 2026. Dr. Jaen also directed our translational efforts, which led to a seminal discovery on the correlation between certain biomarker activity and clinical efficacy outcomes for casdatifan that enhanced confidence in the differentiation and advantages of casdatifan relative to the marketed HIF-2a inhibitor. Dr. Jaen also oversees our CMC efforts, for which we adhered to strict timelines to support our BLA and potential commercialization timelines for domvanalimab and zimberelimab, and further made significant strides to prepare for a New Drug Application ("NDA") for quemliclustat given the rapid enrollment into our Phase 3 PRISM study. With respect to Ms. Jarrett, key performance highlights included playing a key role in shaping our development strategy for casdatifan by identifying opportunities created by the differentiated profile of casdatifan and openings in Merck’s development plans for belzutifan. Ms. Jarrett further translated those opportunities into clear and compelling communications establishing the commercial potential for casdatifan, which laid the foundation for our successful fundraising efforts—both financially and through increased participation by institutional investors with longer-term interests. Lastly, Ms. Jarrett helped cultivate and engage key opinion leaders and investigators to strengthen and enhance participation in our clinical development activities for casdatifan. With respect to Dr. Markus, key performance highlights included strengthening the leadership and personnel within our clinical organization and strong execution of our casdatifan development program. Under Dr. Markus’s leadership, we generated and rapidly analyzed data from the monotherapy cohorts in ARC-20 to support a best-in-class profile for casdatifan, significantly expanded our development program for casdatifan through the addition of multiple new cohorts in ARC-20 targeting early lines of therapy for kidney cancer, and initiated our first Phase 3 study, PEAK-1, for casdatifan in patients with kidney cancer who previously received immunotherapy. In addition, Dr. Markus collaborated effectively with Gilead to prepare for and efficiently conduct an interim analysis for our first registrational study, STAR-221, which provided an unequivocal early result that allowed us to redeploy our investments to other programs. Lastly, Dr. Markus played a pivotal role in our internal governance to ensure effective prioritization of our investments in our clinical-stage portfolio and oversight of those objectives. In recognition of the foregoing accomplishments, the Compensation Committee awarded each NEO 100% of their target bonus opportunity, including Dr. Rosen based on the Company's overall accomplishments and his leadership of the Company. The Compensation Committee also awarded Dr. Markus a sign-on bonus of $100,000 in connection with his commencement of employment with us. A pro-rated portion of the sign-on bonus is subject to repayment in the event he voluntarily resigns prior to the 18-month anniversary of his commencement of employment with us. Equity Incentives We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Therefore, equity awards represent the largest at-risk component of our executive compensation program. For our 2025 equity awards, our Compensation Committee determined that the appropriate mix for equity grants to our executive officers be split, with approximately 67% of the grant date fair value delivered in the form of stock options and 33% of the grant date fair value delivered in the form of 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. The options we granted during 2025 vest and become exercisable in 48 substantially equal monthly installments, and the RSUs we granted during 2025 vest in four substantially equal annual installments, in each case, subject to continued service to us through the applicable vesting date. For our 2025 annual equity awards, the Compensation Committee approved awards of 650,000 options and 165,000 restricted stock units ("RSUs") to Dr. Rosen, 200,000 options and 50,000 RSUs to Dr. Jaen, 200,000 options and 50,000 RSUs to Ms. Jarrett and 150,000 options and 37,000 RSUs to Mr. Goeltz. These awards were approved at the Compensation Committee's meeting in the first quarter of 2025 following completion of our annual performance review process. In determining the aggregate value of the equity awards granted to our executive officers, the Compensation Committee considers a number of factors, including corporate and individual performance, current equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Radford. For Dr. Markus, the Compensation Committee approved an initial equity award of 305,328 options and 75,193 RSUs in connection with his start of employment with us. Other Benefits Our executive officers are eligible to participate in our health and welfare plans to the same extent as are all full-time employees generally. We have established a 401(k) tax-deferred savings plan, which permits participants, 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. For the 2025 plan year, we matched 100% of the participant’s salary deferrals up to 6% of their salary and a maximum of $6,000 per participant for the plan year. In addition, we provided a health and wellness and mobile device management stipend of $600 per quarter for each eligible employee. Employment Arrangements We have entered into an offer letter with each of our named executive officers. Each offer letter includes the named executive officer’s initial base salary, target bonus opportunity and equity award. We also provide a severance program described below under the heading "Severance and Change in Control Benefits". Tax and Accounting Treatment of Compensation

  12. Summary Compensation Table

    Summary Compensation Table The following table shows compensation awarded to or paid to, or earned by, our named executive officers for the fiscal years ended December 31, 2025, 2024 and 2023:

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Stock Options(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation (3) ($) | Total ($) | | Terry Rosen, Ph.D. Chief Executive Officer and Director | 2025 | 775,000 | — | 2,199,450 | 6,008,860 | 658,750 | 14,753 | 9,656,813 | | | 2024 | 725,000 | — | 1,544,000 | 4,380,960 | 615,000 | 14,544 | 7,279,504 | | | 2023 | 650,000 | — | 2,327,514 | 6,582,319 | 550,000 | 11,112 | 10,120,945 | | Robert C. Goeltz, II Chief Financial Officer | 2025 | 540,000 | — | 493,210 | 1,386,660 | 243,000 | 9,694 | 2,672,564 | | | 2024 | 510,000 | — | 339,680 | 934,691 | 230,000 | 8,694 | 2,023,065 | | | 2023 | 490,000 | — | 748,680 | 2,120,458 | 220,000 | 8,694 | 3,587,832 | | Juan Carlos Jaen, Ph.D. President | 2025 | 660,000 | — | 666,500 | 1,848,880 | 330,000 | 15,544 | 3,520,924 | | | 2024 | 625,000 | — | 617,600 | 1,752,816 | 315,000 | 14,544 | 3,324,960 | | | 2023 | 575,000 | — | 1,008,516 | 2,852,338 | 300,000 | 14,544 | 4,750,398 | | Jennifer Jarrett (4) Chief Operating Officer | 2025 | 660,000 | — | 666,500 | 1,848,880 | 330,000 | 10,819 | 3,516,199 | | | 2024 | 625,000 | — | 617,600 | 1,752,816 | 315,000 | 8,694 | 3,319,110 | | | 2023 | 575,000 | — | 1,008,516 | 2,852,338 | 300,000 | 8,694 | 4,744,548 | | Richard Markus, M.D., Ph.D. (5) Chief Medical Officer | 2025 | 552,307 | 100,000 | 936,153 | 2,636,263 | 270,000 | 11,576 | 4,506,299 |

  14. Summary Compensation Table

    (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 restricted stock unit awards are described in Note 8 to our financial statements included in our Annual 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. (3)Amounts reported in this column include $6,000 in employer matching contributions (except for Dr. Rosen, form whom $5,208 of matching contributions were made), as well as (a) life insurance premiums paid by the Company for the executive's benefit and (b) stipends paid pursuant to the Company's health and wellness program. (4)Ms. Jarrett resigned from her position as Chief Operating Officer effective as of March 30, 2026 and remains as an advisor to the Company through June 30, 2026. (5)Dr. Markus joined the Company in January 2025, receiving a one-time sign-on bonus of $100,000 in accordance with his offer letter.

  15. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table shows certain additional information regarding grants of plan-based awards to our named executive officers for the 2025 fiscal year:

  16. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | All Other Option Awards: Number of Securities Underlying Options(3) | | Exercise or Base Price of Option Award | Grant-Date Fair Value of Stock and Option Award (5) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | (#) | (#) | | ($ per share) | ($) | | Terry Rosen, Ph.D. | Option | 1/23/2025 | — | — | — | — | 650,000 | | 13.33 | 6,008,860 | | | RSU | 1/23/2025 | — | — | — | 165,000 | — | | — | 2,199,450 | | | Bonus | N/A | — | 658,750 | — | — | — | | — | — | | Robert C. Goeltz, II | Option | 1/23/2025 | — | — | — | — | 150,000 | | 13.33 | 1,386,660 | | | RSU | 1/23/2025 | — | — | — | 37,000 | — | | — | 493,210 | | | Bonus | N/A | — | 243,000 | — | — | — | | — | — | | Juan Carlos Jaen, Ph.D. | Option | 1/23/2025 | — | — | — | — | 200,000 | | 13.33 | 1,848,880 | | | RSU | 1/23/2025 | — | — | — | 50,000 | — | | — | 666,500 | | | Bonus | N/A | — | 330,000 | — | — | — | | — | — | | Jennifer Jarrett | Option | 1/23/2025 | — | — | — | — | 200,000 | | 13.33 | 1,848,880 | | | RSU | 1/23/2025 | — | — | — | 50,000 | — | | — | 666,500 | | | Bonus | N/A | — | 330,000 | — | — | — | | — | — | | Richard Markus, M.D., Ph.D. | Option | 2/10/2025 | — | — | — | — | 305,328 | '(4) | 12.45 | 2,636,263 | | | RSU | 2/10/2025 | — | — | — | 75,193 | — | | — | 936,153 | | | Bonus | N/A | — | 247,808 | — | — | — | | — | — |

  17. 2025 Grants of Plan-Based Awards

    (1)Reflects the target award each named executive officer was eligible to receive. Actual amounts paid in early 2026 are presented in the Summary Compensation Table above. There were no threshold or maximum amounts established. (2)Each restricted stock unit award vests as to 25% of the restricted stock units comprising the grant on each anniversary of December 15, 2025, subject to continued service. (3)Each stock option vests as to 1/48th of the total number of shares underlying the stock option on each monthly anniversary of January 1, 2025, subject to continued service, unless otherwise stated. (4)Vests as to 1/48th of the total number of shares underlying the stock option on each monthly anniversary of January 31, 2025, subject to continued service. (5)Represents the grant-date fair value of each equity award, calculated in accordance with FASB ASC Topic 718. The valuation assumptions used in determining fair values for equity awards are described in Note 8 to our financial statements included in our Annual Report.

  18. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table shows certain information regarding outstanding equity awards of our named executive officers as of December 31, 2025:

  19. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | Grant Date (1) | Number of Securities Underlying Unexercised Options | | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Yet Vested (#) | Market Value of Shares or Units That Have Not Yet Vested(2) ($) | | Name | | Exercisable (#) | | Unexercisable (#) | | | | | | Terry Rosen, Ph.D. | 1/16/2019 | 100,175 | | — | 10.36 | 1/15/2029 | — | — | | | 1/17/2020 | 183,781 | | — | 10.23 | 1/16/2030 | — | — | | | 1/19/2021 | 166,861 | | — | 36.73 | 1/18/2031 | — | — | | | 3/8/2022 | 199,790 | | 4,255 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 312,813 | | 116,187 | 22.02 | 1/22/2033 | — | — | | | 1/23/2024 | 194,494 | | 211,406 | 15.44 | 1/22/2034 | — | — | | | 1/23/2025 | 148,958 | | 501,042 | 13.33 | 1/22/2035 | — | — | | | 1/23/2023 | — | | — | — | — | 26,425 | 629,708 | | | 1/23/2024 | — | | — | — | — | 50,000 | 1,191,500 | | | 1/23/2025 | — | | — | — | — | 123,750 | 2,948,963 | | Robert C. Goeltz, II | 8/3/2020 | 250,000 | | — | 21.06 | 8/2/2030 | — | — | | | 1/19/2021 | 75,000 | | — | 36.73 | 1/18/2031 | — | — | | | 3/8/2022 | 61,198 | | 1,302 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 100,771 | | 37,429 | 22.02 | 1/22/2033 | — | — | | | 1/23/2024 | 41,496 | | 45,104 | 15.44 | 1/22/2034 | — | — | | | 1/23/2025 | 34,375 | | 115,625 | 13.33 | 1/22/2035 | — | — | | | 1/23/2023 | — | | — | — | — | 8,500 | 202,555 | | | 1/23/2024 | — | | — | — | — | 11,000 | 262,130 | | | 1/23/2025 | — | | — | — | — | 27,750 | 661,283 | | Juan Carlos Jaen, Ph.D. | 1/16/2019 | 200,000 | | — | 10.36 | 1/15/2029 | — | — | | | 1/17/2020 | 200,000 | | — | 10.23 | 1/16/2030 | — | — | | | 1/19/2021 | 116,250 | | — | 36.73 | 1/18/2031 | — | — | | | 3/8/2022 | 122,396 | | 2,604 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 135,552 | | 50,348 | 22.02 | 1/22/2033 | — | — | | | 1/23/2024 | 77,817 | | 84,583 | 15.44 | 1/22/2034 | — | — | | | 1/23/2025 | 45,833 | | 154,167 | 13.33 | 1/22/2035 | — | — | | | 1/23/2023 | — | | — | — | — | 11,450 | 272,854 | | | 1/23/2024 | — | | — | — | — | 20,000 | 476,600 | | | 1/23/2025 | — | | — | — | — | 37,500 | 893,625 | | Jennifer Jarrett | 3/15/2017 | 80,583 | | — | 1.23 | 3/14/2027 | — | — | | | 1/4/2018 | 107,694 | | — | 5.39 | 1/3/2028 | — | — | | | 6/8/2018 | 161,114 | | — | 16.95 | 6/7/2028 | — | — | | | 1/14/2019 | 35,000 | | — | 9.07 | 1/13/2029 | — | — | | | 6/6/2019 | 35,000 | | — | 7.99 | 6/5/2029 | — | — | | | 6/4/2020 | 14,000 | | — | 30.05 | 6/3/2030 | — | — | | | 10/1/2020 | 900,000 | | — | 17.17 | 9/30/2030 | — | — | | | 3/8/2022 | 122,396 | | 2,604 | 33.03 | 3/7/2032 | — | — | | | 1/23/2023 | 135,552 | | 50,348 | 22.02 | 1/22/2033 | — | — | | | 1/23/2024 | 77,817 | | 84,583 | 15.44 | 1/22/2034 | — | — | | | 1/23/2025 | 45,833 | | 154,167 | 13.33 | 1/22/2035 | — | — | | | 1/23/2023 | — | | — | — | — | 11,450 | 272,854 | | | 1/23/2024 | — | | — | — | — | 20,000 | 476,600 | | | 1/23/2025 | — | | — | — | — | 37,500 | 893,625 | | Richard Markus, M.D., Ph.D. | 2/10/2025 | 69,971 | '(3) | 235,357 | 12.45 | 2/9/2035 | — | — | | | 2/10/2025 | — | | — | — | — | 56,394 | 1,343,869 |

  20. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)Except as otherwise noted, (a) each option vests and becomes exercisable in 48 substantially equal monthly installments commencing on January 1 of the year of grant, provided the NEO remains in continuous service to us through the applicable vesting date, and (b) each RSU award vests in 4 substantially equal annual installments commencing December 15 of the year of grant, subject to continuous service to us through the applicable vesting date. (2)For the purpose of determining market value, we assumed a stock price of $23.83, the closing sale price per share of our common stock on December 31, 2025, the last business day of our last fiscal year. (3)The shares subject to this option vest in 48 substantially equal monthly installments commencing on January 31, 2025 provided Dr. Markus remains in continuous service to us through each vesting date.

  21. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The below table describes the number of shares acquired upon exercise of stock options and vesting of RSUs for the named executive officers during the year ended December 31, 2025.

  22. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise (1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting (2) ($) | | Terry Rosen, Ph.D. | — | — | 107,706 | 2,359,838 | | Robert C. Goeltz, II | — | — | 27,125 | 594,309 | | Juan Carlos Jaen, Ph.D. | — | — | 41,762 | 915,005 | | Jennifer Jarrett | 100,583 | 1,581,002 | 41,762 | 915,005 | | Richard Markus, M.D., Ph.D. | — | — | 18,799 | 411,886 |

  23. 2025 Option Exercises and Stock Vested

    (1)Option awards value realized is determined by multiplying (i) the amount by which the market price of our common stock at the time of exercise exceeded the exercise price by (ii) the number of shares of common stock for which the options were exercised. (2)The amount represents the closing market price of our common stock on the vesting date multiplied by the number of shares of common stock that vested on that date.

  24. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to calculate and disclose the ratio of our median employee’s annual total compensation to the annual total compensation of Dr. Rosen, our Chief Executive Officer. As allowed under the rules, for 2025, we used the same median employee's total annual compensation that was identified in 2024 since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2024, we identified median employee by use of a "consistently applied compensation measure" (CACM) that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee (other than Dr. Rosen) as of November 15, 2024: (i) annual base pay, (ii) annual target cash incentive opportunity, and (iii) the grant date fair value for equity awards granted in 2024. 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. For the fiscal year ended December 31, 2025, the total compensation for Dr. Rosen was $9,656,813 as reported in the Summary Compensation Table, whereas the total compensation for our median employee was $269,269 resulting in a pay ratio of approximately 35.9 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management uses the CEO Pay Ratio measure in making compensation decisions.

  25. Pay versus Performance

    Pay versus Performance The following table discloses additional compensation information of (i) our Chief Executive Officer and (ii) all other named executive officers (the "Other NEOs"), including "compensation actually paid" during the specified years alongside total shareholder return ("TSR") and net income metrics:

  26. Pay versus Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | Year(1) | Summary compensation table total for CEO ($) | Compensation actually paid to CEO(2)(3) ($) | Average summary compensation table total for Other NEOs ($) | Average Compensation actually paid to Other NEOs(2)(4) ($) | Total shareholder return(5) ($) | Peer group total shareholder return(5) ($) | Net income(6) ($ millions) | | 2025 | 9,656,813 | 17,732,855 | 3,553,996 | 6,043,950 | 89.87 | 87.60 | (353) | | 2024 | 7,279,504 | 4,803,366 | 2,793,357 | 1,696,346 | 147.43 | 95.43 | (283) | | 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 |

  27. Pay versus Performance

    (1)Our Chief Executive Officer for each of the years presented was Dr. Rosen. Our Other NEOs for 2025 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett, and Richard Markus. Our other NEOs for 2024, 2023 and 2022 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2021 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett, Carolyn Tang and William Grossman. (2)Fair value or change in fair value, as applicable, of equity awards in the "compensation actually paid" columns was determined by reference to (i) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price and (ii) for stock options, the fair value estimated using a binomial lattice model as of the applicable year-end or vesting date(s). Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date. (3)The adjustments made to the summary compensation table total for Dr. Rosen for each year presented above to determine compensation actually paid to Dr. Rosen in such year are shown in the tables below:

  28. Pay versus Performance

    | | 2025 | | Summary compensation table total | 9,656,813 | | Less, value of stock & option awards | (8,208,310) | | Plus year-end value of awards granted in fiscal year that are unvested and outstanding | 11,505,469 | | Plus change in fair value of prior year awards that are outstanding and unvested | 2,682,647 | | Plus FMV as of the vesting date of awards granted this year and that vested this year | 2,069,034 | | Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year | 27,202 | | Total adjustments | 8,076,042 | | Compensation actually paid to CEO | 17,732,855 |

  29. Pay versus Performance

    (4)The adjustments made to the average summary compensation table total for Other NEOs for each year presented above to determine average compensation actually paid to Other NEOs in such year are shown in the tables below:

  30. Pay versus Performance

    | | 2025 | | Summary compensation table total | 3,553,996 | | Less, value of stock & option awards | (2,620,761) | | Plus year-end value of awards granted in fiscal year that are unvested and outstanding | 3,770,503 | | Plus change in fair value of prior year awards that are outstanding and unvested | 714,294 | | Plus FMV as of the vesting date of awards granted this year and that vested this year | 619,113 | | Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year | 6,805 | | Total adjustments | 2,489,954 | | Compensation actually paid to Other NEOs | 6,043,950 |

  31. Pay versus Performance

    (5)TSR figures assume an initial investment in our common stock of $100 on December 31, 2020. The peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P Biotechnology Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 25. (6)Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. The Company does not use any financial performance measure to link compensation actually paid to company performance.

  32. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described above under "Compensation Discussion and Analysis," our executive compensation program is built around a pay-for-performance framework. While we utilize various performance measures to align executive compensation with company performance, these measures are focused on the clinical development of our investigational products and, as such, are non-financial in nature. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. As a result, we do not have a financial performance measure as described in Item 402(v)(2)(vi) of Regulation S-K to link compensation actually paid to our performance. The most important performance measures that we use to link executive compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance are as follows: •Progress of our clinical-stage programs, including the initiation of new registrational trials, like PEAK-1, and completion of enrollment for Phase 3 registrational studies, like PRISM-1; •Expansion of our development program for our clinical-stage programs, including casdatifan through the addition of new cohorts in ARC-20; •Demonstrating proof of concept for investigational products; •Nomination of new development candidates; and •Efficient utilization of our resources in the advancement and execution of our clinical programs and pipeline, including through the use of strategic partnerships, such as Taiho Pharmaceutical Co., Ltd.'s option exercise to develop and commercialize our casdatifan program for their territory. The graphs below show the relationship between (i) the compensation actually paid to both our Chief Executive Officer and the Other NEOs for the years set forth in the Pay versus Performance Table, (ii) our net income/loss and (iii) total shareholder return for us and our peer group for the corresponding years: All information provided above under the "Pay Versus Performance" heading will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act 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.

  33. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  34. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 The following table sets forth information about the compensation of the non-employee members of the Board who served as a director during the year ended December 31, 2025. We did not pay any compensation for service as a director to Dr. Rosen, Dr. Berger, Dr. Higgins or Ms. Mercier in the year ended December 31, 2025.

  35. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Options Awards(2) ($) | All Other Compensation (3) ($) | Total ($) | | Kathryn Falberg | 69,080 | 133,266 | 266,488 | — | 468,834 | | Yasunori Kaneko, M.D. | 100,577 | 133,266 | 266,488 | — | 500,331 | | David Lacey, M.D. | 87,788 | 133,266 | 312,710 | 30,000 | 563,764 | | Nicole Lambert | 61,497 | 133,266 | 266,488 | — | 461,251 | | Patrick Machado, J.D. | 55,288 | 133,266 | 266,488 | — | 455,042 | | Andrew Perlman, M.D., Ph.D. | 72,788 | 133,266 | 266,488 | — | 472,542 | | Antoni Ribas, M.D., Ph.D. | 55,288 | 133,266 | 312,710 | 20,000 | 521,264 |

  36. Director Compensation for Fiscal 2025

    (1)The amount represents the aggregate grant date fair value of restricted stock units granted during the fiscal year computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 8 to our financial statements included in our Annual Report. (2)The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 8 to our financial statements included in our Annual Report. Each director was granted only one option award in 2025 other than Drs. Ribas and Lacey, each of whom were granted, in addition for their option award for board service valued at $266,488, an option award with a value of $46,222 to purchase 5,000 shares for service on our advisory boards. The below table summarizes the options to purchase shares of our common stock and the unvested restricted stock units held by our non-employee directors at December 31, 2025:

  37. Director Compensation for Fiscal 2025

    | Name | Number of Shares Subject to Option Awards | Number of Restricted Stock Units | | Kathryn Falberg | 161,700 | 13,300 | | Yasunori Kaneko, M.D. | 126,700 | 13,300 | | David Lacey, M.D. | 172,700 | 13,300 | | Nicole Lambert | 120,300 | 13,300 | | Patrick Machado, J.D. | 176,700 | 13,300 | | Andrew Perlman, M.D., Ph.D. | 133,700 | 13,300 | | Antoni Ribas, M.D., Ph.D. | 186,700 | 13,300 |

  38. Director Compensation for Fiscal 2025

    (3)Consists of cash compensation for service on our advisory boards.