Arcutis appoints Robert Scott to expanded board
The compensation package includes a 20,507-share initial option award and eligibility for prorated annual equity and cash retainers.
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Form Type
8-K
Rhea-AI Filing Summary
Arcutis Biotherapeutics, Inc. (ARQT) increased the Board’s authorized size from 10 to 11 directors and appointed Robert Scott, M.D., as a Class II director and member of the Nominating and Corporate Governance Committee, effective October 23, 2026. His term is set to expire at the 2028 annual meeting of stockholders.
Dr. Scott previously served as Chief Medical Officer and Head of Development at AbbVie and as Vice President, Global Development and Therapeutic Area Head at Amgen. Upon appointment, he received an initial stock option award exercisable for 20,507 shares, vesting in three equal annual installments on the anniversary of his appointment. He is eligible for a prorated annual equity award fair valued at approximately $350,000, allocated 65% to stock options and 35% to restricted stock units, and prorated annual cash retainers of $50,000 for Board service and $5,000 for committee service. The prorated annual equity award is scheduled to vest immediately before the annual meeting following its grant date, subject to his continued service through that date.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Authorized Board seats: 10 to 11 directors
Initial stock option award: 20,507 shares
Prorated annual equity award: Approximately $350,000
+4 more
7 metrics
Authorized Board seats
10 to 11 directors
The Board increased its authorized number of directors.
Initial stock option award
20,507 shares
Option award exercisable for common stock.
Prorated annual equity award
Approximately $350,000
Fair value of the award for which Dr. Scott is eligible.
Equity award allocation
65% stock options; 35% restricted stock units
Allocation of the prorated annual equity award.
Annual cash retainer—Board service
$50,000
Annual amount; Dr. Scott is eligible for a prorated portion.
Annual cash retainer—committee service
$5,000
Annual amount for Nominating and Corporate Governance Committee service; prorated portion.
Initial option vesting
Three equal annual installments
Vesting occurs on the anniversary of the appointment date.
Key Terms
Class II director, non-employee director compensation program, restricted stock units, Nominating and Corporate Governance Committee, +1 more
5 terms
Class II director regulatory
"appointed as a Class II director"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
non-employee director compensation program financial
"in accordance with the Company’s non-employee director compensation program"
restricted stock units financial
"allocated 65% to stock options and 35% to restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Nominating and Corporate Governance Committee regulatory
"member of the Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
indemnification agreement regulatory
"enter into an indemnification agreement with Dr. Scott"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who joined the ARQT board, and what roles did he take?
Robert Scott, M.D. was appointed as a Class II director and member of Arcutis Biotherapeutics’ Nominating and Corporate Governance Committee, effective October 23, 2026. His term is set to expire at the 2028 annual meeting of stockholders. The Board determined that he qualifies as an independent director.
What compensation is Robert Scott eligible to receive as an ARQT director?
He received an initial stock option award exercisable for 20,507 shares. He is eligible for a prorated annual equity award fair valued at approximately $350,000, allocated 65% to stock options and 35% to restricted stock units, plus prorated annual cash retainers of $50,000 for Board service and $5,000 for committee service.
When do Robert Scott’s ARQT director awards vest?
The initial option award vests in three equal annual installments on the anniversary of the date of his appointment. The prorated annual equity award is scheduled to vest immediately before the annual meeting following the grant date, subject to Dr. Scott’s continued service through that date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
___________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
___________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (805 ) 418-5006
___________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On October 23, 2026, the Board of Directors (the “Board”) of Arcutis Biotherapeutics, Inc. (the “Company”) increased the authorized number of directors on the Board from ten to eleven directors and appointed Dr. Robert Scott as a new member of the Board and the Nominating and Corporate Governance Committee of the Board. Dr. Scott was appointed as a Class II director, with a term expiring at the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or his earlier death, resignation, disqualification or removal. The Board determined that Dr. Scott qualifies as an independent director under the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of The Nasdaq Stock Market LLC.
Robert Scott, M.D., age 73, has served in various leadership positions in the global pharmaceuticals industry for several decades. Dr. Scott previously served as Chief Medical Officer and Head of Development of AbbVie Inc., a publicly traded global biopharmaceutical company, from April 2016 until his retirement in April 2020. Prior to AbbVie Inc., Dr. Scott served as Vice President, Global Development and Therapeutic Area Head at Amgen Inc., a publicly traded global biopharmaceutical company, from November 2010 to March 2016. In that role, he led the Cardiovascular, Metabolic, Nephrology, Neuroscience, Bone and Inflammation Therapeutic Areas and was Head of the Amgen Development Design Center. Before Amgen Inc., Dr. Scott served as Chief Medical Officer and Head of Development of Cerenis Therapeutics, a then-privately held pharmaceutical company, from January 2008 to May 2010. He also previously served as Executive Vice President, Research and Development and Chief Medical Officer of AtheroGenics, Inc., a biopharmaceutical company, from August 2002 to September 2007. Prior to AtheroGenics, Inc., Dr. Scott held various positions at Pfizer Inc. from 1992 to 2002, most recently as Vice President, Worldwide Therapeutic Head of the Cardiovascular and Metabolic Group. He began his career in the pharmaceutical industry as a Medical Advisor at Janssen, an affiliate of Johnson & Johnson, from 1987 to 1989. From January 2012 to December 2016, Dr. Scott served as the non-voting industry representative on the U.S. Food and Drug Administration's Cardiovascular and Renal Drugs Advisory Committee. Dr. Scott currently serves as a member of the boards of directors of Confo Therapeutics, Draupnir Bio, Oncospherix and Variant Bio, each a private biotechnology company. He previously served as a member of the boards of directors of Windtree Therapeutics, Inc., a publicly traded biotechnology company, from February 2021 to September 2024, Redx Pharma plc, a formerly publicly traded pharmaceutical company that was listed on the London Stock Exchange, from January 2024 to December 2024, and ArisGlobal, a private life sciences software company, from June 2020 to October 2024. Dr. Scott holds a B.Sc. in Microbiology and Biochemistry and an M.B.Ch.B. in Medicine from the University of Cape Town and a Diploma in Obstetrics from the College of Medicine of South Africa.
As a non-employee director, Dr. Scott will receive compensation in accordance with the Company’s non-employee director compensation program, as amended. Pursuant to this program, upon the effective date of his appointment to the Board, Dr. Scott received an initial stock option award exercisable for 20,507 shares of the Company’s common stock, and is eligible for the prorated annual equity award fair valued at approximately $350,000 (allocated 65% to stock options and 35% to restricted stock units) and for the prorated portion of the annual cash retainer in the amount of $50,000 for service on the Board and $5,000 for service as a member of the Nominating and Corporate Governance Committee. The initial stock option award will vest in three equal annual installments on the anniversary of the date of Mr. Scott’s appointment to the Board, and the prorated annual equity award immediately before the annual meeting following the grant date, subject to Dr. Scott’s continued service to the Company through such date.
In addition, the Company will enter into an indemnification agreement with Dr. Scott on the form previously approved by the Board and entered into with the Company’s other directors.
There is no arrangement or understanding between Dr. Scott and any other person pursuant to which he was selected as a director. There are no family relationships between Dr. Scott and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Dr. Scott has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 28, 2026, the Company issued a press release announcing the appointment of Dr. Scott. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) Exhibits | |||||
Exhibit No. | Description | |||||||
99.1 | Arcutis Biotherapeutics, Inc. Appoints Dr. Rob Scott to Board of Directors. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARCUTIS BIOTHERAPEUTICS, INC. | |||||||||||
| Date: October 28, 2026 | By: | /s/ Latha Vairavan | |||||||||
| Latha Vairavan Chief Financial Officer | |||||||||||
Exhibit 99.1 FOR IMMEDIATE RELEASE Arcut is Appoints Rob Scot t, MD to Board of Directors WESTLAKE VILLAGE, Calif., Oct . 28, 2026 – Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT), a commercial-stage biopharmaceutical company focused on developing meaningful innovation in immuno-dermatology, today announced that Rob Scott, MD has been appointed to the Arcutis Board of Directors effective October 23, 2026. Dr. Scott is a global pharma industry leader and pioneer with over 40 years of experience inventing, advancing development for, and securing approvals of novel medicines including multiple blockbusters. “Rob has played a central role in bringing some of the industry’s most important medicines, including dermatology and immunology therapies, to the world, and we are excited to welcome him to our board,” said Frank Watanabe, president and CEO of Arcutis. “Rob’s deep experience taking novel medicines from development through approval will be invaluable as we advance our pipeline and work to bring meaningful innovation to people living with chronic inflammatory skin diseases.” “Arcutis is at an exciting stage of growth, with strong adoption of ZORYVE and a growing pipeline of potential new ZORYVE indications and a novel biologic,” said Rob Scott, MD. “Individuals with chronic skin diseases still need better treatment options, and I look forward to working with the management team and board to help deliver them.“ Dr. Scott was formerly the Chief Medical Officer at AbbVie where he had responsibility for approximately 40 new molecular entities and 4,000 team members before retiring in 2020. During his tenure, AbbVie achieved over 14 major regulatory approvals including Venclexta, Orilissa, Skyrizi, and Rinvoq. He also created the Development Design Center, a Center of Excellence focused on using AI, predictive analytics, and big data to design and implement better clinical trials. Previously, he served as the vice president of global development at Amgen, where he accelerated and achieved the approval of Repatha, a PCSK9 inhibitor for the treatment of cardiovascular disease. Dr. Scott was a member of the FDA Cardiac and Renal Drug Advisory Committee from 2012 to 2016 and participated as a committee member fourteen times. Earlier in
Exhibit 99.1 his career while at Pfizer, he developed Lipitor and Norvasc. He invented and developed the first commercially available Polypill - Caduet. In addition, at AtheroGenics, he conducted the first large cardiovascular outcomes study to be wholly performed by a small biotech. Rob has sat on multiple public and private boards, as well as scientific and strategic advisory boards. Dr. Scott is a Zimbabwean-born physician and a graduate of the University of Cape Town. INDICATIONS ZORYVE cream, 0.05%, is indicated for topical treatment of mild to moderate atopic dermatitis in pediatric patients 2 to 5 years of age. ZORYVE cream, 0.15%, is indicated for topical treatment of mild to moderate atopic dermatitis in adult and pediatric patients 6 years of age and older. ZORYVE cream, 0.3%, is indicated for topical treatment of plaque psoriasis, including intertriginous areas, in adult and pediatric patients 2 years of age and older. ZORYVE topical foam, 0.3%, is indicated for the treatment of plaque psoriasis of the scalp and body in adult and pediatric patients 12 years of age and older. ZORYVE topical foam, 0.3%, is indicated for the treatment of seborrheic dermatitis in adult and pediatric patients 9 years of age and older. IMPORTANT SAFETY INFORMATION ZORYVE is contraindicated in patients with moderate to severe liver impairment (Child-Pugh B or C). Flammability: The propellants in ZORYVE foam are flammable. Avoid fire, flame, and smoking during and immediately following application. The most common adverse reactions reported (≥1%) for ZORYVE cream 0.05% for pediatric patients with atopic dermatitis 2 to 5 years of age were upper respiratory tract infection (4.1%), diarrhea (2.5%), vomiting (2.1%), rhinitis (1.6%), conjunctivitis (1.4%), and headache (1.1%).
Exhibit 99.1 The most common adverse reactions reported (≥1%) for ZORYVE cream 0.15% for patients with atopic dermatitis 6 years of age or older were headache (2.9%), nausea (1.9%), application site pain (1.5%), diarrhea (1.5%), and vomiting (1.5%). The most common adverse reactions reported (≥1%) for ZORYVE cream 0.3% for plaque psoriasis were diarrhea (3.1%), headache (2.4%), insomnia (1.4%), nausea (1.2%), application site pain (1.0%), upper respiratory tract infection (1.0%), and urinary tract infection (1.0%). The most common adverse reactions reported (≥1%) for ZORYVE foam 0.3% for plaque psoriasis were headache (3.1%), diarrhea (2.5%), nausea (1.7%), and nasopharyngitis (1.3%). The most common adverse reactions reported (≥1%) for ZORYVE foam 0.3% for seborrheic dermatitis were nasopharyngitis (1.5%), nausea (1.3%), and headache (1.1%). Please see full Prescribing Information for ZORYVE foam and full Prescribing Information for ZORYVE cream. About Arcut is Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) is a commercial-stage medical dermatology company delivering meaningful innovation to address the needs of individuals living with chronic inflammatory skin diseases . Over the past decade, Arcutis has successfully developed a robust portfolio of advanced targeted topicals approved to treat three major inflammatory skin diseases, driven by a commitment to solving the most persistent patient challenges in dermatology. Arcutis’ unique dermatology development platform, built on established scientific pathways and coupled with deep clinical dermatology and commercial expertise, enables us to efficiently develop, scale, and deliver our differentiated therapies while advancing a growing pipeline across a range of inflammatory dermatological conditions. For more information, visit www.arcutis.com or follow Arcutis on LinkedIn, Facebook, Instagram, and X. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
Exhibit 99.1 amended. For example, statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding the Company's growth, advancement of its development pipeline, and future business prospects . These statements are subject to substantial known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Risks and uncertainties that may cause our actual results to differ include risks inherent in our business, reimbursement and access to our products, the impact of competition and other important factors discussed in the “Risk Factors” section of our Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 25, 2026, as well as any subsequent filings with the SEC. Any forward-looking statements that the Company makes in this press release are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date of this press release. Except as required by law, we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Contacts : Media Amanda Sheldon, Head of Corporate Communications media@arcutis.com Investors Brian Schoelkopf, Head of Investor Relations ir@arcutis.com