Hua Shan
CERUSAbout Hua Shan
Hua Shan, MD, PhD (age 64) has served as an independent director of Cerus Corporation since July 2022. She is Professor and Medical Director of Transfusion Medicine Service at Stanford University Medical Center, and previously practiced transfusion medicine at Johns Hopkins, where she is an adjunct professor. Dr. Shan holds an MD and PhD in immunology from Peking University, completed residency and fellowship at the Hospital of the University of Pennsylvania, and has authored over 100 publications in transfusion practice and blood safety .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University Medical Center | Professor and Medical Director, Transfusion Medicine Service | Since Apr 2015 | Clinical leadership in transfusion safety |
| Johns Hopkins Medical Institutions | Transfusion medicine physician; Adjunct Professor | Practiced since 1998; Adjunct currently | Led major education/research programs on blood safety |
| NIH Fogarty International Blood Safety Program | Program Director | 2000–2008 | Directed U.S. NIH program on blood safety |
| NHLBI REDS–II International China Program | Principal Investigator | 2006–2011 | Epidemiology and donor safety research |
| NHLBI REDS–III International-China Program | Principal Investigator | Since 2011 | Recipient and donor evaluation studies |
| Hospital of the University of Pennsylvania | Resident and Fellow | Earlier career | Training in transfusion/immunology |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Editorial Boards | Transfusion; Transfusion Medicine Review | Member of editorial boards |
| ISBT | Transfusion-Transmitted Infectious Diseases Working Party | Member |
| AABB | Clinical Transfusion Medicine Committee | Member |
Board Governance
- Board role: Independent Director since July 2022; not a chair .
- Independence: Board affirmed Dr. Shan is independent under Nasdaq standards .
- Committees: Member, Nominating and Corporate Governance Committee (not Chair) .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and committee meetings while serving .
- Committee activity: 2024 meetings – Audit (4), Compensation (2), Nominating and Corporate Governance (5) .
- Executive sessions: Independent directors met in executive session after each Board meeting in 2024 .
- Board leadership: Independent Chair (Daniel N. Swisher, Jr.) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 49,500 | Total cash retainer + committee fees received by Dr. Shan |
| All other compensation | 938 | Consulting services related to Cerus’s China JV |
| Program terms (for reference) | 45,000 | Annual cash retainer for non-employee directors in 2024 |
| Program terms – committee member fees | 13,000 / 8,000 / 6,000 | Audit / Compensation / Nominating member retainers (not specific to Shan) |
| Program terms – committee chair fees | 26,000 / 15,000 / 10,000 | Audit / Compensation / Nominating chair retainers (Shan is not a chair) |
Performance Compensation
| Equity Grant | Shares | Grant Date | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU (Director) | 40,000 | Jun 5, 2024 | 75,600 | 100% vests on earlier of first anniversary or day prior to next annual meeting |
| Program update (2025) | 60,000 | 2025 annual meeting | Target $150,000 using $2.50/share | Applied to all directors; increased RSU count vs 2024 |
No director performance metrics (TSR/EBITDA) are tied to director equity; RSUs are time-based with change-in-control acceleration for directors .
Other Directorships & Interlocks
| Company/Org | Role | Interlock/Conflict |
|---|---|---|
| None disclosed (public companies) | — | No public company directorships listed for Dr. Shan |
Expertise & Qualifications
- Global transfusion medicine leader with deep blood safety expertise; extensive NIH/NHLBI program leadership .
- Editorial board memberships and professional society committee service (ISBT, AABB) .
- MD and PhD in immunology; training at University of Pennsylvania; >100 publications .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 71,102 |
| Ownership as % of shares outstanding | Less than 1% |
| Outstanding stock options (as of 12/31/2024) | 58,074 shares |
| Outstanding RSUs (as of 12/31/2024) | 49,962 shares |
| Director stock ownership guidelines | 3x annual Board cash retainer; compliance required by Dec 31, 2027 for Dr. Shan |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
Governance Assessment
- Strengths: Independent status; relevant domain expertise directly aligned with Cerus’s mission; active service on Nominating & Corporate Governance Committee; acceptable meeting attendance; adherence to robust insider trading prohibitions (no hedging/pledging); director ownership guidelines in place (with defined compliance timeline) .
- Compensation/Alignment: Director pay mix emphasizes equity via annual RSUs with time-based vesting; 2024 cash fees of $49,500 and equity grant fair value of $75,600; 2025 program shifts to 60,000 RSUs improving ownership alignment despite lower target grant value .
- Potential conflicts: Consulting fees paid to Dr. Shan totaled $938 in 2024 (de minimis and disclosed in director compensation); company reports no related-person transactions requiring Item 404(a) disclosure since Jan 1, 2024 .
- Board effectiveness context: Independent Chair structure; regular executive sessions; active committee cadence; independent compensation consultant engaged by the Compensation Committee, with no conflicts found (committee-level governance) .
RED FLAGS / Watchpoints
- Minor consulting relationship exists (China JV), but amount is immaterial and disclosed; continue monitoring for expansion beyond de minimis thresholds .
- Ownership guideline compliance not due until 2027; monitor progress toward 3x cash retainer threshold to ensure timely alignment .
Environment: Say-on-pay received ~92% support in 2024 (indicative of shareholder satisfaction with compensation governance), though this pertains to executives rather than directors .