Yuan Xu
FATE THERAPEUTICSAbout Yuan Xu
Yuan Xu, Ph.D., age 57, has served as an independent director of Fate Therapeutics since August 2021. She holds a B.S. in biochemistry from Nanjing University, a Ph.D. in biochemistry from the University of Maryland, and completed postdoctoral training in virology and gene therapy at the University of California, San Diego. Her background spans CEO and board roles at Legend Biotech and senior executive leadership at Merck’s Biologics & Vaccines Division, with prior scientific, regulatory, and operations roles at Amgen, Chiron, Genentech, Gilead, Novartis, and GSK .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legend Biotech (Nasdaq: LEGN) | Chief Executive Officer; Board member | Mar 2018 – Aug 2020 | Led company through IPO; executive leadership in biopharma development/manufacturing |
| Merck (Biologics & Vaccines Division) | Senior Vice President, Division head | Aug 2015 – Aug 2017 | Led biologics and vaccines; senior executive responsibilities |
| Amgen; Chiron; Genentech | Scientific, regulatory, operations roles | Not disclosed | Early-career scientific and operational experience |
| Gilead; Novartis; GSK | Led biopharma development/manufacturing groups | Not disclosed | Senior executive roles across development and manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Akero Therapeutics (Nasdaq: AKRO) | Independent Director | Since Apr 2021 | Current public company directorship |
| Xilio Therapeutics (Nasdaq: XLO) | Independent Director | Since Jan 2022 | Current public company directorship |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Dr. Xu is independent under Nasdaq and SEC rules .
- Board attendance: The Board held nine meetings in 2024; each director then in office attended at least 75% of Board and committee meetings .
- Committees: Dr. Xu serves on the Compensation Committee (chair: Dr. Jooss) and the advisory Science & Technology Committee (chair: Dr. Agarwal) .
- Engagement: Independent directors met in executive session five times in 2024 .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Drs. Jooss (Chair), Xu, Epstein | Dr. Karin Jooss | Eight |
| Science & Technology Committee (Advisory) | Drs. Agarwal (Chair), Jooss, Mozaffarian, Xu; Mr. Lee | Dr. Shefali Agarwal | Not disclosed; formed 2019; scope R&D oversight |
| Nominating & Corporate Governance Committee | Drs. Epstein (Chair), Agarwal, Mozaffarian | Dr. Robert S. Epstein | Two |
| Audit Committee | Membership disclosed (not Xu) | Not disclosed | Not disclosed |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 52,000 | 114,923 | 166,923 |
| Director Cash Retainer Schedule (policy through Jan 15, 2025) | Amount ($) |
|---|---|
| Board annual retainer (all non-employee directors) | 40,000 |
| Chair of Board additional retainer | 35,000 |
| Audit Committee chair / member | 15,000 / 7,500 |
| Compensation Committee chair / member | 12,000 / 6,000 |
| Nominating & Governance chair / member | 10,000 / 5,000 |
| Science & Technology chair / member | 12,000 / 6,000 |
| Director Cash Retainer Schedule (amended effective Jan 16, 2025) | Amount ($) |
|---|---|
| Board annual retainer (all non-employee directors) | 40,000 |
| Chair of Board additional retainer | 35,000 |
| Audit Committee chair / member | 20,000 / 10,000 |
| Compensation Committee chair / member | 15,000 / 7,500 |
| Nominating & Governance chair / member | 10,000 / 5,000 |
| Science & Technology chair / member | 12,000 / 6,000 |
Performance Compensation
| Equity Awards for Non-Employee Directors | Terms |
|---|---|
| Initial option grant (policy through Jan 15, 2025) | 80,000 shares; vests monthly over 3 years; strike = fair market value at grant; Sale Event → 100% vest |
| Annual option grant (policy through Jan 15, 2025) | 40,000 shares; vests fully by 1 year or next annual meeting; strike = FMV at grant |
| Initial option grant (amended effective Jan 16, 2025) | 110,000 shares; vests monthly over 3 years; strike = FMV; Sale Event → 100% vest |
| Annual option grant (amended effective Jan 16, 2025) | 55,000 shares; vests fully by 1 year or next annual meeting; strike = FMV |
| 2024 group equity activity (reference) | Non-employee directors as a group received options totaling 400,000; average exercise price $4.03 |
No director-specific performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity awards in the proxy. Director compensation is primarily time-based option grants under the Non-Employee Director Compensation Policy .
Other Directorships & Interlocks
- Public boards: Akero Therapeutics (AKRO), Xilio Therapeutics (XLO) .
- Interlocks/Related parties: None disclosed involving Dr. Xu. The only related-party transaction noted is a 2024 private placement with Redmile Group (affiliated with director Michael Lee), not involving Dr. Xu .
- Independence of committees: All standing committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors .
Expertise & Qualifications
- Executive leadership in biopharma R&D, manufacturing, commercialization, and lifecycle management (Merck Biologics & Vaccines; Legend Biotech CEO/IPO) .
- Scientific and regulatory expertise from Amgen, Chiron, Genentech; senior roles at Gilead, Novartis, GSK .
- Academic credentials: B.S. Nanjing University; Ph.D. University of Maryland; postdoc UC San Diego .
Equity Ownership
| Holder | Common Shares Owned | Options/RSUs Exercisable/Vesting ≤60 Days | Total Beneficial Ownership | % of Common |
|---|---|---|---|---|
| Yuan Xu, Ph.D. | 8,669 | 59,394 | 68,063 | <1% |
- Pledging/hedging: Company policy prohibits hedging and pledging by directors without Audit Committee approval; use of company securities as collateral and derivatives requires prior approval. The proxy states no NEOs had sought/obtained approval for hedging/pledging as of the proxy date; director-specific approvals are not disclosed .
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Jun 7, 2024 (filed Jun 11, 2024) | Option grant (annual director equity) | Not stated on cover; option vests at earlier of Jun 7, 2025 or 2025 annual meeting | N/A | Granted under director policy; vests per annual award terms |
| Aug 6, 2024 (filed Aug 7, 2024) | Open market sale | 2,678 | $4.23 | Sale under Rule 10b5‑1 plan adopted Mar 26, 2024 |
| May 29–30, 2025 (filed May 30, 2025) | Form 4 filed | — | — | Recent Form 4 filing exists (details in SEC archive); likely annual director grant timing |
Governance Assessment
- Board effectiveness: Dr. Xu adds deep technical and operating expertise in biologics and cell therapy manufacturing—valuable for Fate’s R&D oversight; her presence on the Science & Technology Committee aligns with her domain strength .
- Compensation oversight: As a member of the Compensation Committee, she participates in CEO and executive compensation decisions; the committee engaged Aon as independent consultant in 2024, mitigating adviser conflict risk .
- Alignment and incentives: Director pay skews toward equity options (for Dr. Xu ~69% of 2024 compensation was equity), supporting long‑term shareholder alignment; annual grants vest within a year, and initial grants vest over three years .
- Independence and attendance: Independent status; at least 75% attendance threshold met; Board held nine meetings and five independent sessions—indicators of active oversight .
- Conflicts/related parties: No related‑party transactions involving Dr. Xu disclosed; company’s only noted transaction involved Redmile (director Michael Lee affiliation) .
- Compensation structure trend: 2025 amendment increased committee retainers and option grant sizes (annual from 40,000 to 55,000; initial from 80,000 to 110,000), modestly raising guaranteed cash and equity—watch for dilution and director pay inflation but still within annual $1.0–$1.5M caps .
Red Flags
- None disclosed specific to Dr. Xu: no related‑party transactions, pledging, or hedging approvals; one small Rule 10b5‑1 planned sale (2,678 shares) in Aug 2024 is immaterial and pre‑planned .
Additional Signals
- Company maintains a compensation recovery (clawback) policy per SEC/Nasdaq rules for executive incentive-based compensation, enhancing governance posture (applies to executives; not director equity) .
- The Board recommends annual say‑on‑pay frequency, supporting shareholder feedback loops .