The prior year say-on-pay vote received approximately 94% support, well above the 70% threshold that would require a response, and the company made no significant structural changes — which is appropriate given that level of shareholder endorsement. CEO total compensation of approximately $9.7 million for 2025 is reasonable for a late-clinical-stage biotech of Arcus's size and complexity, and the pay mix is heavily weighted toward equity (stock options at roughly 67% and restricted stock units at roughly 33% of equity value), meaning the large majority of compensation is variable and tied to stock price performance. The company's 1-year stock return of +218% and 3-year return of +29.3% both demonstrate meaningful shareholder value creation during the CEO's tenure, supporting the view that above-benchmark variable pay was earned rather than simply awarded.

Non-audit fees (tax compliance fees of $48,000 plus other fees of $5,000 = $53,000) represent approximately 2.6% of audit fees ($2,027,000), well below the 50% threshold that would trigger a concern about auditor independence; Ernst & Young has audited Arcus since 2016 — roughly 10 years — which is well below the 25-year tenure threshold; no material restatements were identified; and Ernst & Young is a Big 4 firm fully appropriate for a $3.1 billion market-cap company.