Ann Lucena
CERUSAbout Ann Lucena
Ann Lucena (age 38) has served on Cerus Corporation’s Board since August 2021. She is CEO of Healthcare Advisory Hub, LLC, and previously served as CEO of San Ramon Regional Medical Center (2018–late 2022), Chair of the John Muir Health–Tenet Healthcare joint venture board, and Chief of Staff to Tenet’s President of Hospital Operations (2015–2018). She holds B.A. degrees in Human Biology and Spanish from Stanford University and an MBA from Harvard Business School . The Board has affirmatively determined her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare Advisory Hub, LLC | Chief Executive Officer | Current | Leads healthcare consulting services |
| San Ramon Regional Medical Center | Chief Executive Officer | Early 2018 – late 2022 | Led an award-winning Bay Area acute care hospital |
| John Muir Health–Tenet Healthcare JV | Board Chairperson | Prior to 2022 | Oversaw joint venture governance |
| Tenet Healthcare | Chief of Staff to President of Hospital Operations | 2015 – 2018 | Supported hospital operations leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| FeedbackNow | Director | Private company | Board service |
| Harvard Business School Alumni Board | Board member | Non-profit/Alumni | Board service |
| Various not-for-profits | Board member | Non-profit | Additional board involvement |
Board Governance
- Independence: Board affirmed Ms. Lucena’s independent status; Cerus previously maintained an independent Board Chair structure . On June 20, 2025, the Board appointed CEO William M. Greenman as Board Chair and named Frank Witney, Ph.D. as Lead Independent Director, shifting to a CEO-chaired model .
- Committee leadership and expertise:
- Audit Committee Chair through the 2025 Annual Meeting; recognized by the Board as an “audit committee financial expert” based on formal finance education and CEO-level financial oversight .
- Will assume Chair of the Compensation Committee effective as of the 2025 Annual Meeting upon Gail Schulze’s retirement .
- Attendance and engagement: The Board met six times in 2024; each director attended at least 75% of Board and committee meetings during their service period. Independent directors held executive sessions following each Board meeting .
| Committee | Role in FY 2024 | Role After 2025 Annual Meeting | Meetings in FY 2024 |
|---|---|---|---|
| Audit | Chair; member alongside Bjerkholt, Swisher, Witney | Chair transitions to Bjerkholt as of the Annual Meeting | 4 |
| Compensation | Member (not listed as 2024 member) | Assumes Chair upon Schulze retirement (Annual Meeting) | 2 |
| Nominating & Corporate Governance | Not listed as a 2024 member | No change disclosed for Lucena | 5 |
Governance policies:
- Hedging and pledging prohibited for directors, officers, and employees; no margin accounts or pledging allowed .
- Related-party transactions: none requiring Item 404(a) disclosure since Jan 1, 2024 .
- Director resignation policy for uncontested elections with majority withhold triggers Board review .
Fixed Compensation
| Component | Program Terms (FY 2024) | Ms. Lucena – FY 2024 Actual |
|---|---|---|
| Annual Board cash retainer | $45,000 (non-employee directors) | $71,000 (includes Audit Chair fee) |
| Committee chair fees | Audit: $26,000; Compensation: $15,000; Nominating/Governance: $10,000 | Audit Chair ($26,000) |
| Committee membership fees | Audit: $13,000; Compensation: $8,000; Nominating/Governance: $6,000 | Not applicable beyond chair retainer (included above) |
| Board Chair premium | $80,000 (Board Chair; not applicable to Lucena) | N/A |
| Meeting fees | None disclosed (expenses reimbursed) | N/A |
Notes:
- In 2025, director cash compensation terms remained consistent with 2024 . Based on committee transitions, her cash structure is expected to reflect Compensation Chair rates prospectively (Board-approved changes referenced) .
Performance Compensation
| Equity Award | Annual Grant Structure | Vesting | Change-in-Control Terms | FY 2025 Update |
|---|---|---|---|---|
| RSUs (directors) | Target $200,000 in 2024, share count set using $5.00 price (resulting in 40,000 RSUs for continuing directors) | 100% vests on earlier of 1st anniversary or day prior to next annual meeting; service-based only | Director awards fully vest upon change in control | Target revised to $150,000 using $2.50 price; annual grant equals 60,000 RSUs in 2025; initial grant for new directors revised to $225,000 using $2.50 |
- No performance metrics apply to director RSUs (time-based vesting only) .
Other Directorships & Interlocks
| Entity | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|
| FeedbackNow | Director | No (private) | None disclosed |
| HBS Alumni Board | Board member | No | None disclosed |
| John Muir–Tenet JV | Prior Chair | No (JV) | Historical JV governance; no current transaction with Cerus disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation; Board cites formal finance education and executive financial oversight in CEO roles .
- Healthcare operations and provider community perspective; Board values this for governance and strategy .
- MBA (Harvard) and dual B.A.s (Stanford) .
Equity Ownership
| Category | Amount | As-of Date/Notes |
|---|---|---|
| Total beneficial ownership (common) | 122,053 shares; less than 1% of outstanding | April 1, 2025; outstanding shares 191,449,262 |
| Outstanding options | 49,769 shares (aggregate options outstanding) | As of Dec 31, 2024 |
| Outstanding RSUs | 40,000 shares (annual 2024 grant) | As of Dec 31, 2024 |
| Stock ownership guidelines | 3x annual Board cash retainer; compliance deadline 12/31/2026 for Lucena | Adopted March 2018; director-specific deadline |
| Hedging/pledging | Prohibited by policy | Company-wide policy |
Governance Assessment
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Strengths:
- Independent director with healthcare executive expertise; designated Audit Committee Financial Expert .
- Demonstrated committee leadership (Audit Chair transitioning to Compensation Chair), supporting oversight of financial reporting and pay practices .
- Clear director equity structure with time-based RSUs; change-in-control vesting disclosed, and prohibitions on hedging/pledging enhance alignment .
- Stock ownership guidelines in place; Lucena’s compliance deadline is Dec 31, 2026, consistent with tenure .
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Watch items / potential red flags:
- Board leadership change: shift from independent chair to CEO as Board Chair on June 20, 2025, with Lead Independent Director designated. This reduces structural independence at the chair level and places greater importance on strong committee leadership and independent director engagement .
- Director equity award calibration changed in 2025 (lower target grant value but higher RSU share count); investors should monitor dilution and pay-for-service balance, though cash retainer terms remained unchanged .
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Shareholder feedback signals:
- 2025 Say-on-Pay passed with 104.5M votes for vs. 9.3M against; Equity Plan amendment/restatement approved (74.3M for/39.5M against), indicating mixed views on share pool expansion but majority approval .
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Related-party and conflicts:
- No related-person transactions requiring disclosure since Jan 1, 2024; Compensation Committee’s consultant (Alpine) assessed for independence with no conflicts found .