Jean Liu
About Jean I. Liu
Jean I. Liu, J.D., age 56, is an independent Class III director of Erasca, serving since April 2022 with a term expiring at the 2027 annual meeting; she brings deep legal, governance, and biopharma industry experience and is a member of the Audit Committee . Her education includes a B.S. in Cellular and Molecular Biology (highest distinction, University of Michigan), an M.S. in Biology (Stanford), and a J.D. (Columbia, Harlan Fiske Stone Scholar) . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. | Chief Legal Officer and Corporate Secretary | 2014–Dec 2023 | Led legal and governance at a global multi-product biotech; tenure ended following Pfizer acquisition |
| Halozyme Therapeutics, Inc. | Vice President and General Counsel | Nov 2011–Nov 2014 | Senior legal leadership at a public biotech; prior tie to ERAS CEO who led Halozyme earlier (context for network awareness) |
| Durect Corporation | Roles of increasing responsibility incl. Chief Legal Officer and Corporate Secretary | 1998–2011 | Public biotech legal leadership progression |
| Pillsbury, Madison & Sutro; Venture Law Group | IP litigation and corporate transactions | Pre-1998 | Foundational legal practice experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Connect Biopharma Holdings Limited | Director | Since Aug 2021 | Public company directorship in immunology; committees not disclosed in ERAS proxy |
Board Governance
| Attribute | Details |
|---|---|
| Director Class | Class III; term expires at 2027 annual meeting |
| Independence | Independent under Nasdaq rules |
| Committee Assignments | Audit Committee member (with A. Casdin, Chair; J. Hambleton) |
| Board Meetings | Six Board meetings in FY2024; each director attended ≥75% of Board and committee meetings during service period |
| Audit Committee Activity | Audit Committee met four times in 2024; all members independent and financially literate; Casdin designated “financial expert” |
| Shareholder Support | 2024 annual meeting vote for Jean I. Liu: For 97,445,199; Withheld 626,030 (indicative of strong support) |
Fixed Compensation
| Component | 2024 Amount | Basis |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Non-employee director program |
| Audit Committee Member Retainer | $7,500 | Non-employee director program |
| Cash Fees Paid (2024 actual) | $47,500 | Reported for Ms. Liu |
| 2025 Program Changes (for context) | Committee member retainers increased to $6,000 (Comp) and $5,000 (Nominating); chair retainers increased to $12,000 (Comp) and $10,000 (Nominating) | Effective Dec 2024 update |
Performance Compensation
| Component | Detail | 2024 Value |
|---|---|---|
| Annual Option Grant | Program: 60,000 options vest on earlier of 1-year anniversary or next annual meeting | N/A (shares not itemized per director in proxy) |
| Option Awards (grant-date fair value) | Aggregate option award value reported for 2024 | $91,085 |
| Cash-to-Option Election | Program allows election to receive options in lieu of cash retainers; Ms. Liu elected partly into options (incremental value) | $5,219 incremental value |
| 2025 Program Changes (for context) | Initial director option grant increased to 240,000; annual grant increased to 120,000 | Effective Dec 2024 update |
| Performance Metrics | None disclosed for director equity; options are time-based vesting per program rules | Time-based vesting |
Other Directorships & Interlocks
| Relationship | Nature | Governance Note |
|---|---|---|
| Connect Biopharma (external) | Current public company directorship | Expands network and sector insight; no ERAS-related transactions disclosed |
| Prior Halozyme roles | Ms. Liu (2011–2014 VP/GC) and ERAS CEO Jonathan Lim (2003–2010 CEO) | Historical professional tie; Board has determined independence for Ms. Liu under Nasdaq rules |
Expertise & Qualifications
- Legal/governance leadership across multiple public biotechs; corporate secretary roles indicate strong board process and disclosure discipline .
- Scientific training (BS, MS) complements legal expertise for complex R&D-heavy environments .
- Audit Committee service evidences financial literacy and oversight participation .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 185,873 (all options exercisable within 60 days of April 15, 2025) |
| Ownership % of Shares Outstanding | Less than 1% (outstanding shares: 283,265,716 as of April 15, 2025) |
| Options Outstanding (total) | 235,482 options outstanding at 12/31/2024 |
| Hedging/Pledging | Company policy prohibits pledging, hedging, short sales, and derivatives in ERAS stock (alignment positive) |
Insider Trades
| Date | Filing | Key Details |
|---|---|---|
| Jan 3, 2024 | Form 4 | Option grant with monthly cumulative 1/12 vesting schedule (per filing explanation) |
| Jan 2, 2025 | Form 4 | Statement of changes in beneficial ownership (see SEC filing) |
| Jun 26, 2025 | Form 4 | Reported transaction pursuant to plan/instruction (see filing) |
Governance Assessment
- Strengths: Independent director with substantial legal and governance credentials; Audit Committee member; attendance ≥75% in 2024; strong shareholder support in 2024 vote; company prohibits hedging/pledging; directors may elect options over cash—Ms. Liu elected partially, signaling equity alignment .
- Watch items: Historical professional tie to CEO at Halozyme warrants ongoing independence vigilance (Board has already determined independence); director program’s 2025 increase in option sizes raises pay inflation optics—monitor alignment with performance and shareholder feedback over time .
- Conflicts/related party: ERAS’s related party section discloses no transactions involving Ms. Liu; Audit Committee oversees related-party approvals per policy, and directors have indemnification agreements consistent with public company practice .
Overall signal: Ms. Liu’s profile supports investor confidence—independence, robust governance experience, Audit oversight, and tangible equity alignment with no disclosed conflicts or pledging. Continued monitoring of director equity grant escalation and board independence processes is advisable as the company scales its R&D and strategic programs .