DEF 14A of Cerus Corp, Apr 26, 2024

DEF 14A of Cerus Corp

Filed Apr 26, 2024 · FY20230000950170-24-048801

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS This Proposal No. 1 is to elect the three nominees for director named herein to the Board. The Board is divided into three classes and each class has a three-year term. Vacancies on the Board may be filled by a majority of the remaining directors, unless the Board determines by resolution that a vacancy be filled by our stockholders. A director elected by the Board to fill a vacancy in a class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified. The total number of directors constituting the whole Board is presently set at nine members. There are three directors in the class whose term of office expires at the Annual Meeting. Proxies will not be voted for a greater number of persons than the three nominees named below. All three of the nominees listed below have been elected as a director of Cerus by our stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation or removal. It is our policy to invite directors and nominees for director to attend our annual meetings of stockholders. In 2023, five of our directors attended our 2023 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, the proxies will be voted for the election of a substitute nominee or nominees proposed by our Nominating and Corporate Governance Committee. Each nominee for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. Our management has no reason to believe that any of these nominees will be unable to serve. Although the election of directors at the Annual Meeting is uncontested and directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors, and we therefore expect that each of the named nominees for director will be elected at the Annual Meeting, we have adopted a Director Resignation Policy pursuant to which any nominee for director at the Annual Meeting would be required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director receives a greater number of “Withhold” votes from her election than votes “For” such election. For more information on this policy see the section titled “Information Regarding the Board of Directors and Corporate Governance—Director Resignation Policy.” The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. The Nominating and Corporate Governance Committee also takes into consideration the tenure and the other commitments of the individual board members. To provide a mix of experience and perspective on the board, the Committee also takes into account geographic, gender, age, racial and ethnic diversity. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director, including the three nominees, that led the Nominating and Corporate Governance Committee and the Board to believe that such director nominee should continue to serve on the Board. However, each member of the Nominating and Corporate Governance Committee and the Board may have a variety of reasons why he or she believes a particular person would be an appropriate contributor to the Board, and these views may differ from the views of the other members.

  2. Nominees for Election for a Three-Year Term Expiring at THE 2027 ANNUAL MEETING

    Nominees for Election for a Three-Year Term Expiring at THE 2027 ANNUAL MEETING Daniel N. Swisher Jr., 61, has served as a member of our Board since June 2011 and has served as Chair of the Board since October 2013. Mr. Swisher served as the President and Chief Operating Officer of Jazz Pharmaceuticals plc, a biopharmaceutical company, from January 2018 to September 2023, and served as Strategic Advisor through March 2024. Prior to that, he served as the Chief Executive Officer of Sunesis Pharmaceuticals, Inc., or Sunesis, a biopharmaceutical company, and a member of its board of directors from January 2004 through December 2017, and as its President since August 2005. From December 2001 to December 2003, he served as the Chief Business Officer and Chief Financial Officer of Sunesis. From June 1992 to September 2001, Mr. Swisher served in various management roles, including Senior Vice President of Sales and Marketing, for ALZA Corporation. Mr. Swisher serves on the boards of directors of Protagonist Therapeutics, Inc., a biopharmaceutical company, and Corcept Therapeutics Incorporated, a pharmaceutical company. Mr. Swisher holds a B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business. The Nominating and Corporate Governance Committee and the Board concluded that Mr. Swisher should continue to serve as a member of the Board, in part due to his relevant senior leadership experience acquired in executive leadership positions with Jazz Pharmaceuticals, Sunesis and ALZA Corporation, including as the former President and Chief Operating Officer of Jazz Pharmaceuticals and the former Chief Financial Officer and Chief Executive Officer of Sunesis. Mr. Swisher also brings a high level of financial, operational and strategic experience acquired in his former roles as Chief Financial Officer and Chief Executive Officer of Sunesis, and as President and Chief Operating Officer of Jazz Pharmaceuticals, which contributes significantly to Board discussions. Frank Witney, Ph.D., 70, has served as a member of our Board since March 2014. Dr. Witney currently serves on the board of directors of Revvity Inc. (formerly PerkinElmer), a public medical diagnostics company, Telesis Bio Inc. (formerly Codex DNA, Inc.), a public synthetic biology company, and Standard BioTools, a public life science tools company. He is also an Operating Partner at Ampersand Capital Partners, a private equity firm focused on healthcare investing. Dr. Witney served as President, Chief Executive Officer and a director of Affymetrix, Inc., or Affymetrix, a provider of life science products and molecular diagnostic products, from July 2011 through March 31, 2016, the date it was acquired by Thermo Fisher Scientific, Inc. Dr. Witney served as President and Chief Executive Officer of Dionex Corporation, a provider of analytical instrumentation and related accessories and chemicals, from April 2009 until its acquisition by Thermo Fisher Scientific, Inc. in May 2011. Between December 2008 and April 2009, Dr. Witney served as Affymetrix’s Executive Vice President and Chief Commercial Officer. Prior to that, Dr. Witney served as President and Chief Executive Officer of Panomics, Inc. from July 2002 to December 2008. Dr. Witney was a post-doctoral fellow at the National Institutes of Health and holds a Ph.D. in Molecular and Cellular Biology and an M.S. in Microbiology from Indiana University, and B.S. in Microbiology from the University of Illinois. The Nominating and Corporate Governance Committee and the Board concluded that Dr. Witney should continue to serve as a member of the Board, in part due to his extensive experience in the life science industry, his expertise in corporate strategy and the commercialization of products, and the depth of his scientific background acquired in various roles, including as President, Chief Executive Officer and a director of a public company. Eric Bjerkholt, 64, has served as a member of our Board since October 2018. Mr. Bjerkholt has been the Chief Financial Officer of Mirum Pharmaceuticals, Inc., a biopharmaceutical company developing treatments for orphan and rare diseases, since September 2023. Prior to that, Mr. Bjerkholt served as the Chief Financial Officer of Chinook Therapeutics, Inc. a clinical-stage biopharmaceutical company focused on kidney diseases, from November 2020 until August 2023. In August 2023, Chinook Therapeutics was acquired by Novartis AG. Prior to that, from April 2017 to November 2020, Mr. Bjerkholt was the Chief Financial Officer of Aimmune Therapeutics, Inc., a biotechnology company developing treatments for food allergies. From 2004 until April 2017, Mr. Bjerkholt held various roles at Sunesis, including as Executive Vice President, Corporate Development and Finance and Chief Financial Officer. From 2002 to 2004, he was Senior Vice President and Chief Financial Officer at IntraBiotics Pharmaceuticals, Inc., a biopharmaceutical company that was acquired by Ardea Biosciences, Inc. in 2006. Mr. Bjerkholt was a co-founder of LifeSpring Nutrition, Inc., a nutraceutical company, and from 1999 to 2002 served at various times as its Chief Executive Officer, President, and Chief Financial Officer. From 1990 to 1997, he served as an associate and vice president in the healthcare banking group at J.P. Morgan & Co. Incorporated, an international banking firm. Mr. Bjerkholt currently serves on the board of directors of CalciMedica, Inc. (formerly Graybug Vision, Inc.) since September 2020 and Surrozen, Inc. since April 2023. He has served on the boards of directors of several publicly traded companies, including as a member of the board of directors and chair of the audit committee of Corium International, Inc., a commercial-stage biopharmaceutical company, until its acquisition by Gurnet Point Capital in November 2018, and as a member of the board of directors and as chair of the audit committee of StemCells, a biotech company, until its November 2016 acquisition by Microbot Medical Ltd. He holds a Cand. Oecon degree in Economics from the University of Oslo and an M.B.A. from Harvard Business School. The Nominating and Corporate Governance Committee and the Board concluded that Mr. Bjerkholt’s financial and business experience and leadership in the biopharmaceutical sector adds significantly to Board discussion and that he should therefore continue to serve as a member of the Board.

  3. The Board of Directors Recommends a Vote in Favor of Each Named Nominee

    The Board of Directors Recommends a Vote in Favor of Each Named Nominee

  4. Directors Continuing in Office Until the 2025 Annual Meeting

    Directors Continuing in Office Until the 2025 Annual Meeting Jami Dover Nachtsheim, 65, has served as a member of our Board since March 2019. Ms. Nachtsheim served in a variety of positions with Intel Corporation from 1980 until her retirement in 2000, most recently as the Corporate Vice President of the Sales and Marketing Group and as Director of Worldwide Marketing. Ms. Nachtsheim served on the board of directors of FEI Company from March 2010 until its acquisition by Thermo Fisher Scientific Inc. in September 2016. Ms. Nachtsheim also served on the board of directors of Affymetrix from May 2009, and as Chairman starting in January 2015, until its acquisition by Thermo Fisher Scientific Inc. in March 2016. Ms. Nachtsheim currently serves on the board of directors of Telesis Bio Inc. (formerly Codex DNA, Inc.) since June 2021 and Intuitive Surgical, Inc. since April 2017. Ms. Nachtsheim holds a B.S. in Business Management from Arizona State University. Ms. Nachtsheim’s qualifications to serve on our Board include her extensive experience in bringing high technology products to market and her long service as a board member of several public and private organizations. Her international experience provides useful insight to the Board’s deliberations on a wide range of global business matters. Accordingly, the Nominating and Corporate Governance Committee and the Board concluded that Ms. Nachtsheim should continue to serve as a member of the Board, in part due to her extensive, relevant experience and ability to guide the Board and management on global business matters. Gail Schulze, 72, has served as a member of our Board since 2007. From May 2008 until June 2012, she was the Chief Executive Officer and Chairman of the board of directors of Zosano Pharma, a biopharmaceutical company. From May 2006 to March 2007, she was the Chief Executive Officer and a director of YM Biosciences US and President, YM Biosciences, Inc., a then global biopharmaceutical organization. Prior to joining YM Biosciences in 2006, she was President, Chief Executive Officer and a director of Eximias Pharmaceutical Corporation, then a late-stage biopharmaceutical company focused on oncology. From 2001 to 2004, Ms. Schulze was Chief Operating Officer and Deputy Chief Executive Officer of Aventis Behring LLC, then a fully independent biologics subsidiary of Aventis, and from 1997 to 2001, she was Senior Executive Vice President and Chief Commercial Officer. From 1995 to 1997, she was Corporate Vice President of Allegiance Healthcare Corporation, where she led the creation and management of the Cost Management Services group of divisions. From 1979 to 1995, Ms. Schulze held multiple positions within Baxter Healthcare Corporation focused on the global development and commercialization of chronic therapies, most recently as President of the US Managed Care division and President of Renal Division Europe. Ms. Schulze has served on multiple private and public boards. She received a B.A. with highest honors in psychobiology from the University of California, Santa Cruz, studied neurophysiology at the University of Wisconsin and received her M.B.A. from the Stanford Graduate School of Business. The Nominating and Corporate Governance Committee and the Board concluded that Ms. Schulze should continue to serve as a member of the Board, in part due to her extensive business experience in executive roles in both large and small life sciences organizations at various stages of development. Hua Shan, MD, PhD, 65, has served as a member of our Board since July 2022. Since April 2015, Dr. Shan has served as a Professor and Medical Director of Transfusion Medicine Service and Therapeutic Apheresis Service at Stanford University Medical Center. Previously, beginning in 1998, Dr. Shan practiced transfusion medicine at Johns Hopkins Medical Institutions, where she presently serves as an adjunct professor. Dr. Shan is a leading expert on international transfusion practice and blood transfusion safety. She has led several large education and research programs on blood availability, blood safety and effective clinical transfusion practice. Dr. Shan directed Johns Hopkins University’s U.S. National Institutes of Health Fogarty International Blood Safety Program from 2000 to 2008. From 2006 to 2011, she was the Principal Investigator for the National Heart, Lung and Blood Institute (NHLBI) sponsored Retroviral Epidemiology Donor Study (REDS–II) International China Program. Since 2011, Dr. Shan has served as the Principal Investigator for NHLBI’s Recipient Epidemiology and Donor Evaluation Study-III (REDS-III) International-China Program. Dr. Shan is a member of editorial boards of several leading international journals including Transfusion and Transfusion Medicine Review. Dr. Shan is a member of the ISBT’s Transfusion-Transmitted Infectious Diseases Working Party and AABB’s Clinical Transfusion Medicine Committee. Dr. Shan has contributed to over one hundred publications in the field of blood transfusion practice. Dr. Shan was a resident at the Hospital of University of Pennsylvania, a fellow at the Hospital of University of Pennsylvania and holds a Ph.D. in immunology and an M.D. from Peking University School of Medicine (Beijing Medical College). The Nominating and Corporate Governance Committee and the Board concluded that Ds. Shan’s extensive expertise and experience regarding international blood transfusion practice and safety adds significantly to Board discussion and that she should therefore continue to serve as a member of the Board.

  5. Directors Continuing in Office Until THE 2026 ANNUAL MEETING

    Directors Continuing in Office Until THE 2026 ANNUAL MEETING William M. Greenman, 57, has served as our President and Chief Executive Officer and a member of our Board since April 2011. Mr. Greenman served as our Senior Vice President, Business Development and Marketing from August 2008 until April 2011 and was named our Chief Business Officer in April 2010. Mr. Greenman served as our President, Cerus Europe, from 2006 until August 2008. From 1999 to 2006, Mr. Greenman served as our Vice President, Business Development after returning to Cerus after a brief time in the venture capital business. Prior to joining us in 1995 as Director of Business Development, Mr. Greenman worked in various marketing and business development positions in Baxter’s Biotech Division from 1991 to 1995. Beginning in June 2010, Mr. Greenman served on the board of directors of Aduro Biotech, Inc., or Aduro, a public clinical-stage immunotherapy company. Subsequent to Aduro’s merger with Chinook Therapeutics, Mr. Greenman served on the Chinook Therapeutics board of directors until the acquisition of Chinook Therapeutics by Novartis AG in August 2023. Mr. Greenman holds a B.A.S. in economics and biological sciences from Stanford University. The Nominating and Corporate Governance Committee and the Board concluded that Mr. Greenman should be nominated for election as a director at the Annual Meeting due, in part, to his extensive knowledge of our day-to-day operations obtained by virtue of his role as President and Chief Executive Officer. In addition, as a result of his various executive roles at Cerus over the last 20 years, Mr. Greenman has a broad depth of experience and historical knowledge regarding Cerus’ clinical, commercial and regulatory pathways. Ann Lucena, 37, has served as a member of our Board since August 2021. She most recently served as the Chief Executive Officer of San Ramon Regional Medical Center, an award-winning acute care hospital located in the Bay Area from April 2018 to November 2022. Ms. Lucena also served as the chairperson of the board overseeing the joint venture between John Muir Health and Tenet Healthcare. Ms. Lucena served as Chief of Staff for the President of Hospital Operations of Tenet Healthcare in Dallas, Texas from 2015 until 2018. From 2012 to 2015, Ms. Lucena served as an administrator over numerous operational departments in the San Ramon Regional Medical Center. Prior to 2012, Ms. Lucena worked in healthcare consulting, where she served a number of health systems across the U.S. She has served on the boards of several hospital industry associations and not-for-profit-organizations. She holds a B.A. in human biology and a B.A. in Spanish from Stanford University and an MBA from Harvard Business School. She currently serves on the Harvard Business School Alumni Board Executive Committee and the Stanford Arts Advisory Council. The Nominating and Corporate Governance Committee and the Board concluded that Ms. Lucena should be nominated for election as a director at the Annual Meeting due, in part, to her extensive experience as a healthcare executive and her ability to provide the perspective and experiences of the healthcare provider community. Timothy L. Moore, 62, has served as a member of our Board since September 2018. In April 2023, Mr. Moore was appointed as Executive Vice President, Chief Technical Officer at Allogene Therapeutics, Inc. From September 2022 to December 2022, Mr. Moore served as the Chief Operating Officer at Instil Bio, Inc., a global clinical-stage cell therapy company. Previously from April 2020 to September 2022, Mr. Moore served as the President and Chief Operating Officer at PACT Pharma, Inc., or PACT, a company dedicated to engineering transformational T cell therapies. Mr. Moore served as the President and Chief Technology Officer at PACT from October 2019 to April 2020. Prior to PACT, Mr. Moore served as Executive Vice President, Technical Operations of Kite Pharma, or Kite, a Gilead Company since March 2016. Prior to Kite, he spent more than 12 years at Genentech, a Roche Company, most recently as Senior Vice President, Head of Global Technical Operations – Biologics and a member of the Genentech Executive Committee. While at Genentech, he oversaw global leadership for more than 7,500 professionals across 10 internal sites and managed more than 30 contract manufacturing organizations, including end to end quality supply performance of more than 20 biological products. Mr. Moore is a former member of the board of directors FosunKite, a joint venture between Gilead Sciences, Inc. and Fosun Pharmaceuticals Inc. Mr. Moore currently serves on the board of directors of BioLife Solutions, since August 2022, and previously served on the board of directors of Cognate BioServices, Inc. from August 2020 until its acquisition by Charles River Laboratories in March 2021. He holds a Bachelor of Science, Chemical Engineering from Tulsa University and an M.S. from Northwestern University. The Nominating and Corporate Governance Committee and the Board concluded that Mr. Moore continues to be a valuable member of the Board and should be nominated for election as a director at the Annual Meeting due, in part, to his extensive background in manufacturing and operations.

  6. Board Diversity

    Board Diversity The Board Diversity Matrix below provides certain self-identified information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

  7. Board Diversity

    | Board Diversity Matrix (As of April 12, 2024) | | | | | | Total Number of Directors | | 9 | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 4 | 5 | — | — | | Part II: Demographic Background | | | | | | Race or Ethnicity | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | — | — | — | | Hispanic or Latinx | 1 | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | 1 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  8. Board Diversity

    For more information on how the Nominating and Corporate Governance Committee considers diversity, refer to “Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee.”

  9. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  10. Executive Summary

    | | What We Do | What We Don’t Do | | √ | Design executive compensation to align pay with performanceX | No excessive change in control or severance payments | | √ | Structure our executive compensation program to minimize inappropriate risk-takingX | No employment contracts or severance agreements with NEOs providing for “single trigger” acceleration upon a change in control | | √ | Select peer companies with which we compete for executive talent, and that have a similar business and are of similar size as us, and review their pay practicesX | No NEO excessive perquisites | | √ | Solicit advice from our Compensation Committee’s independent compensation consultant that reports directly to the Compensation CommitteeX | No tax gross-ups on severance or change in control benefits | | √ | Rely on long-standing, consistently-applied practices on the timing of equity grantsX | No repricing of stock options without stockholder approval | | √ | Enforce “no-hedging” and “no-pledging” policiesX | No NEO post-termination retirement or pension benefits that are not available to employees generally | | √ | Maintain stock ownership guidelines for our Chief Executive Officer | |

  11. Executive Summary

    Response to 2023 Say-on-Pay Vote We value the input of our stockholders on our compensation programs, and we hold an advisory vote on executive compensation on an annual basis, or our “say-on-pay vote”. Last year, our stockholders approved our say-on-pay vote with approximately 89% of the votes cast in favor. Over the past three years, we have received over 93% (on average) of votes cast in favor of our executive compensation programs. The Compensation Committee believes this level of support demonstrates our stockholders’ satisfaction with the alignment of our NEOs’ compensation and the Company’s performance and accordingly did not make any changes to our executive compensation program as a result of the 2023 say-on-pay vote. In particular, the Compensation Committee believes that it is important to continue to provide a mix of long-term equity incentives that strike a healthy balance between rewarding our executives for the return provided to the Company while also ensuring a critical link to stockholder returns. Over the past three years, the Compensation Committee has made changes to our long-term equity incentive program to introduce PRSU awards and further align pay with performance. In 2023, the Compensation Committee increased the proportion of annual equity awards allocated as PRSUs and eliminated stock options from the annual equity award. The PRSU awards granted to our NEOs in 2023 will vest, if at all, based on our achievement of robust financial goals during a three-year performance period. In selecting the performance measures for the 2023 PRSU awards, the Compensation Committee’s primary goals were aligning our compensation metrics to our current business strategy and ensuring our executives remain focused on results that support this strategy. The Compensation Committee continues to focus on designing an executive compensation program that aligns pay with Company performance. For example, in early 2024 we paid 2023 bonuses to our NEOs below target, based on Company performance against our pre-established annual performance goals and each of our NEOs forfeited the PRSUs with product revenue-based performance conditions granted in 2021 because we did not meet the rigorous goals set for such PRSUs. The Compensation Committee will continue to consider the outcome of our say-on-pay votes and our stockholders’ views when making future compensation decisions for our executives.

  12. Compensation Setting Process

    Compensation Setting Process Overview When creating an executive’s overall compensation package, the Compensation Committee considers the different components of our compensation packages in light of the role the executive will play in achieving our near-term and longer-term goals, in addition to the objectives described above. The Compensation Committee also considers the compensation packages provided to similarly situated executives at the companies we consider to be our peers. Performance-based cash compensation awards under our Bonus Plan for Senior Management of Cerus Corporation, or our Bonus Plan, are made based on the achievement of corporate performance goals designed to create incentives that we believe drive executive performance that increase stockholder value, and each executive officer’s contribution toward achieving our corporate performance goals. The corporate performance goals vary year-to-year, but generally include value-adding achievements such as meeting revenue targets and timely completion of clinical, development, regulatory, commercial, manufacturing, or other operational or strategic undertakings. Components of Pay/Target Pay Positions/Mix of Pay The components used to support our compensation objectives stated above are base salary, cash incentive awards under our Bonus Plan, equity awards and certain other benefits (discussed in greater detail below under “Executive Compensation Components and Decisions”). We use a combination of these pay elements to provide a competitive total compensation package to our executives. We do not specify a target percentage of the overall compensation to be represented by the various compensation elements. However, the Compensation Committee’s intention is that a significant percentage of each NEO’s total compensation package should be “at risk” in the form of performance-based cash incentive compensation and long-term equity compensation. Our Compensation Committee believes that having a significant portion of our executives’ compensation package be “at risk” has contributed to cultivating a culture in which our NEOs aggressively pursue our corporate performance goals as they know that their take home pay, to a large extent, depends upon our corporate performance and, to some extent, their contribution to that performance. At the same time, a significant portion of the “at risk” compensation is in the form of long-term equity incentives, which is designed to mitigate any risk that our executives will pursue short-term outcomes at the expense of long-term stockholder value. Employees in more senior roles have an increasing proportion of their potential compensation “at risk” and tied to performance because they are in a position to have greater influence on achieving our performance results. For example, approximately 41% of our Chief Executive Officer’s total potential 2023 cash compensation was “at risk,” and over 80% of his total potential 2023 compensation was “at risk.” For purposes of calculating the potential cash and total 2023 compensation “at risk,” we included the target Bonus Plan compensation as reported in the Grants of Plan-Based Awards Table and, with respect to total compensation, the grant date fair value of each equity award granted during 2023, calculated in accordance with Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation as reported in the Grants of Plan-Based Awards Table. Role of the Chief Executive Officer in Executive Officer Compensation Decisions The Chief Executive Officer does not participate in setting his own compensation and is specifically excluded from any discussions or deliberations related to his compensation package. However, the Chief Executive Officer recommends proposed corporate performance goals and their relative weighting for the upcoming fiscal year to the Compensation Committee for its consideration and ultimate approval. The Chief Executive Officer also provides input on the level of attainment of the prior year’s corporate performance goals, for purposes of determining the level of achievement of the corporate performance goals. The Chief Executive Officer also regularly provides input to the Compensation Committee during the course of the year regarding the performance of our other NEOs. Compensation Committee Decision-Making Process Typically, the Compensation Committee meets at least twice per year to make compensation decisions for our NEOs, with greater frequency if necessary. The Compensation Committee also meets and confers regularly in executive session without the presence of our executive team. From time to time, various members of our management and other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice, or otherwise participate in Compensation Committee meetings. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel, as well as the authority, in its sole discretion, to retain (or obtain the advice of) any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties, all at our expense. As part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, and tax and accounting information. Prior to each meeting where compensation decisions are to be made with respect to our executive officers, historically our Vice President, Administration would provide the Compensation Committee with tally sheets that set forth our executive officers’ historical base salary and bonus information covering the past ten years, or period of actual employment if shorter, as well as each executive officer’s: (1) equity grant history; (2) vested and unvested potential gain on equity awards using projected stock prices at various points in time in the future; and (3) in some years, stock option exercise history, in each case during such ten year period, or any shorter period of actual employment. In 2024, our Chief Human Resources Officer took over this duty. In 2023, the tally sheets were reviewed for the purposes of a subjective evaluation as to whether 2023 compensation levels were appropriate in light of the compensation levels in effect for prior years and whether each executive officer’s compensation was generally reflective of his or her level of experience and responsibilities. In determining 2023 compensation for our NEOs, the Compensation Committee considered the recommendations of our Chief Executive Officer with respect to the compensation of our other NEOs as stated above under the heading “Role of the Chief Executive Officer in Executive Officer Compensation Decisions,” as well as each NEO’s individual performance during the preceding year and the reports and market data analysis described below under the heading “Use of Peer Group and Survey Data.”

  13. Compensation Setting Process

    As part of the October 2022 engagement, the Compensation Committee requested that Alpine assist with updating the peer group we used for purposes of assisting the Compensation Committee in setting executive compensation levels for 2023. As a result, the Compensation Committee, working closely with Alpine, ultimately selected a peer group consisting of 19 companies based on the following selection criteria:  U.S.-based companies where Cerus competes for talent in both the biotech as well as medical device/healthcare supplies sectors;  companies with annual revenue between $75 million and $400 million, representing a multiple of approximately 0.5x to 2.5x our trailing 12-month revenue as of the time of this peer group update;  companies in “hub” locations, to reflect the talent market; and  companies with market capitalizations of between $250 million and $2.0 billion, as compared to our approximate market capitalization of $643 million as of the time of this peer group update. In applying these revised peer group selection criteria, the Compensation Committee approved removing from our 2022 peer group Omeros Corp., Rigel Pharmaceuticals Inc. and Cytokinetics, Inc. as their market capitalizations fell below (or above, in the case of Cytokinetics, Inc.) the 2023 criteria range and approved removing Antares Pharmaceuticals, Inc., Global Blood Therapeutics Inc., Intersect ENT, Inc. and Zogenix, Inc., as these companies were acquired within the past 12 months. The Compensation Committee approved adding the following four companies to the peer group based generally on the selection criteria described above: AngioDynamics, Inc., Invitae Corporation, Mirum Pharmaceuticals, Inc., and NanoString Technologies, Inc. Thus, the following 19 peer group companies were selected by the Compensation Committee for use in setting executive compensation levels for 2023, which we refer to as the 2023 peers:

  14. Compensation Setting Process

    Alpine analyzed the most recent compensation practices of the revised peer group in order to assist the Compensation Committee in determining appropriate 2023 NEO compensation levels. Alpine prepared an extensive analysis of the compensation practices of the 19 peer companies as reported in their proxy statements for the prior fiscal year, and provided additional analysis based on the compensation practices of biotechnology/pharmaceutical and medical device companies with revenue between $100 million and $200 million, a subset of what is included in the 2022 Radford Global Compensation Survey, which was provided to Alpine by Cerus. The Compensation Committee used this survey data to determine market trends, to verify that the peer group data for NEO compensation is consistent with overall compensation trends, and to set compensation levels for our non-executive employees. Alpine delivered its report to the Compensation Committee in February 2023, and also included anticipated 2023 compensation trends in its analysis. The Compensation Committee referenced the cash and equity compensation components analyzed in Alpine’s report, combined with its review of each executive officer’s past individual performance, level of responsibility and anticipated future contributions to Cerus, in setting executive base salary, target bonus and long-term equity compensation awards for 2023.

  15. 2023 Executive Compensation Components and Decisions

    | Name | Annual Base Salary | Incentive Bonus Target | Number of Time-Based RSU Shares Awarded | Number of Performance-Based RSU Shares Awarded (Target) | | William M. Greenman | $770,000 | 70% | 575,000 | 385,000 | | Kevin D. Green | $488,119 | 50% | 185,000 | 127,200 | | Vivek Jayaraman | $548,402 | 55% | 240,000 | 160,000 | | Richard Benjamin | $493,076 | 45% | 160,000 | 110,000 | | Chrystal Jensen | $468,530 | 45% | 160,000 | 110,000 |

  16. 2023 Executive Compensation Components and Decisions

    2023 Base Salary The purpose of base salary is to provide a level of fixed compensation to our NEOs in order to attract and retain executive officers with the qualifications desired for the particular position. For 2023, the Compensation Committee’s aim, in line with our general philosophy to set target compensation levels that are competitive while maintaining a reasonable cost structure, was to initially review base salaries by referencing the 50th percentile of the compensation paid to similarly situated executive officers employed by the peer group companies for target level performance, and then making non-formulaic, subjective adjustments from the 50th percentile to reflect the executive officer’s level of experience, actual responsibilities and importance to the strategic goals of the Company. Each year, we generally tend to make modest increases in base salary for executive officers, except where an individual’s base salary is found to be significantly below market when compared to the selected peer group, in which case a larger increase may be warranted, or significantly above market when compared to the selected peer group, in which case a smaller increase may be warranted. The Compensation Committee reviews base salary annually and considers adjusting base salaries to reflect market trends provided by Alpine. These guidelines are used throughout our Company in determining appropriate base salary increases for all of our employees. In February 2023, our Compensation Committee approved 2023 base salaries at the same time it approved 2023 bonus targets and equity awards for our executive officers. Salary increases were effective as of March 1, 2023 and took into account trends in base salary increases provided by Alpine (which for 2023 was 4.0% for merit increases).

  17. 2023 Executive Compensation Components and Decisions

    | Named Executive Officer | 2022 Base Salary ($) | Percentage Increase for 2023 | 2023 Base Salary ($) | Pay Relative to Peer Group After Increase (approx.) | | William M. Greenman | $740,000 | 4% | $770,000 | 50th—75th percentile | | Kevin D. Green | $469,345 | 4% | $488,119 | >75th percentile | | Vivek Jayaraman | $527,310 | 4% | $548,402 | 50th—75th percentile | | Richard Benjamin | $474,112 | 4% | $493,076 | 50th—75th percentile | | Chrystal Jensen | $450,509 | 4% | $468,530 | 50th—75th percentile |

  18. 2023 Executive Compensation Components and Decisions

    Bonus Plan for 2023 We provide short-term performance-based incentive compensation to our NEOs under the Bonus Plan. Each NEO’s cash incentive compensation is contingent upon our performance and his or her individual contribution towards our corporate performance. The Bonus Plan is funded based upon the achievement of corporate performance objectives that are specified at the beginning of the performance period. However, when determining payouts under the Bonus Plan, the Compensation Committee may take into account significant corporate events and other significant accomplishments that were not contemplated at the beginning of the performance period in determining the extent to which the goals were satisfied. Likewise, the Compensation Committee may modify or otherwise change the corporate performance objectives during the applicable calendar year to take into account circumstances then existing; however, no modifications were made for our Bonus Plan for 2023. In determining the actual individual Bonus Plan payouts, the Compensation Committee may also exercise its discretion to increase or reduce the bonuses actually paid under the Bonus Plan above or below the level of attainment of our corporate performance objectives used to determine the funding of the Bonus Plan. However, in no event can aggregate payments under the Bonus Plan exceed the amount by which the Bonus Plan is funded. Per the Bonus Plan, the bonus pool is funded based upon the product of (a) the participants’ bonus target percentage multiplied by their bonus year base pay and (b) the final payout rate calculated based upon achievement of the pre-specified goals. At the beginning of 2023, the Compensation Committee, with input from the Chief Executive Officer (except with respect to his own target bonus percentage), determined to maintain the target bonus percentages that were in effect for 2022 for each of the NEOs. The factors the Compensation Committee evaluated in determining the level of achievement of the corporate performance goals and the payouts under the Bonus Plan are described below. The Compensation Committee believed these factors were the best indicators of the achievement of the execution of our operating plan and were the factors that were the most critical to increasing the value of our common stock. These factors, therefore, were believed to best align the financial interests of our NEOs with those of our stockholders.

  19. 2023 Executive Compensation Components and Decisions

    | Named Executive Officer | 2023 Target Bonus (%) | 2023 Target Bonus ($) | Target Bonus (%) Relative to Peer Group (approx.) | | William M. Greenman | 70% | $539,000 | <50th percentile | | Kevin D. Green | 50% | $244,059 | 50th percentile | | Vivek Jayaraman | 55% | $301,621 | 75th percentile | | Richard Benjamin | 45% | $221,884 | 25th percentile | | Chrystal Jensen | 45% | $210,838 | 25th percentile |

  20. 2023 Executive Compensation Components and Decisions

    For the Platelet Label Claims goal, the Compensation Committee determined that we fully met the goal at 1.0x achievement because the Day-5 recovery and survival study was successfully completed on time and met its primary endpoints fulfilling the FDA requirements. With respect to the development efforts on the LED Illuminator regulatory dossier goal, the Compensation Committee determined that we fully met the goal at 1.0x because we advanced the program to meet its CE Mark submission target for the second half of 2024 and successfully manufactured the Illuminators for our verification and validation studies in 2024. With respect to Red Cell Program progress goal, the Compensation Committee determined that we fully met the goal at 1.0x achievement because we completed the Dutch Medical Evaluation Board review with respect to the CE Mark, completed the ReCePI Study enrollment in the fourth quarter of 2023, and made progress on the RedeS Study enrollment targets. The Compensation Committee also determined that we met expectations with respect to the supply chain goals at 1.0x achievement, including the submission of the filing to extend the MN202 U.S. Kit shelf-life beyond six months and managing allocations with supply given the shelf-life challenges around potential product discards at the customers sites. 2023 Strategic Goals Other corporate strategic goals accounted for 5% of our potential Bonus Plan payout for 2023. The Compensation Committee set out strategic initiatives at the beginning of 2023 that the Compensation Committee felt would advance our opportunities and growth. These areas related to progress in China, research and development initiatives and portfolio expansion. The Compensation Committee determined that we met our strategic goals as a result of the China National Medical Products Administration submission, increased Department of Defense funding for the lyoIFC R&D program and further efforts to develop R&D tools to advance the INTERCEPT red cell program approval and launch, resulting in a 5% Bonus Plan payout for 2023 from the strategic goals component. Calculation of 2023 Bonus Plan Payouts Based on the above results, the bonus pool was funded at 50% and each of our NEOs received a bonus equivalent to 50% of their target bonus. In 2023, the Compensation did not exercise its discretion to increase or reduce the bonuses actually paid to the NEOs under the Bonus Plan above or below the level of attainment of our corporate performance objectives used to determine the funding of the Bonus Plan.

  21. 2023 Executive Compensation Components and Decisions

    | Named Executive Officer | 2023 Target Bonus ($) | Bonus Achievement (%) | 2023 Actual Bonus ($) | | William M. Greenman | $539,000 | 50% | $269,500 | | Kevin D. Green | $244,059 | 50% | $122,030 | | Vivek Jayaraman | $301,621 | 50% | $150,811 | | Richard Benjamin | $221,884 | 50% | $110,942 | | Chrystal Jensen | $210,838 | 50% | $105,419 |

  22. 2023 Executive Compensation Components and Decisions

    2023 Long-Term Incentive Compensation The Compensation Committee believes that long-term incentive compensation is an effective means for incentivizing our executive officers, including our NEOs, to increase stockholder value over a multi-year period, provides a meaningful reward for appreciation in our stock price and long-term value creation and motivates our executive officers to remain employed with us. Our equity award grant practices are designed to reflect a balance between:  our desire to motivate, reward, and retain executive talent;  effectively managing the dilution of stockholders’ interests; and  aligning the long-term interests of our executive officers with those of our stockholders. We have historically delivered a significant portion of equity awards in the form of stock options, first introducing time-based RSUs in 2016 and further introducing PRSUs more recently beginning in 2021. As discussed above under “Response to 2023 Say-on-Pay Vote,” for 2023, we shifted to a mix of solely time-based RSU awards (60% of the total equity award value) and PRSU awards (40% of the total equity award value). This new mix represented an increase in the portion of the annual equity awards allocated as PRSUs from 2022 in order to place a greater emphasis on awards that vest only if we achieve rigorous performance goals. The Compensation Committee eliminated options because it believed that for 2023, the mix of RSUs and PRSUs would serve as a more effective tool to motivate and retain our executives, while managing our dilution and aligning their interests with those of our stockholders. Below, we summarize each type of award and why the Compensation Committee decided to grant each to our NEOs in 2023. In addition, we provide the details of each NEO’s 2023 equity awards. Time-Based RSUs The Compensation Committee believes time-based RSU align our executive officers’ interests with those of our stockholders while minimizing the incentive for inappropriate short-term risk taking at the expense of realizing long-term value. Time-based RSU awards also generally cover fewer shares than stock options that we would otherwise grant to deliver a similar value to an executive officer, thereby resulting in less dilution to our stockholders. Additionally, our time-based RSU awards vest over a period of years during the executive’s continued service with us and deliver value directly dependent on our stock price, thereby providing a stable source of retentive value. Performance-Based RSUs The Compensation Committee determined, based on advice from its compensation consultant, and feedback garnered from stockholder outreach, that continued use of PRSU awards in our mix of long-term equity incentives would strike a healthy balance between rewarding our executives, including our NEOs, for the return provided to the Company while also ensuring a critical link to stockholder returns. Accordingly, for 2023, we granted PRSU awards that vest based on achievement of robust revenue and clinical enrollment goals. The Compensation Committee believes that our PRSU awards further align the long-term interests of our executive officers with those of our stockholders and establish a direct link between our financial performance and the compensation of our executive officers while also helping us manage dilution to existing stockholders. 2023 Equity Awards In February 2023, the Compensation Committee approved annual equity award grants to our NEOs. In line with its historical philosophy, the Compensation Committee referenced the 60th percentile of the peer group for these equity awards to provide sufficient motivation and retention and to continue to ensure a significant portion of our NEOs’ compensation is “at risk” and aligned with the interests of our stockholders. However, the Compensation Committee utilized a premium to the current trading price of the Company’s stock to determine the resulting number of shares for each grant, which resulted in less shares being awarded and therefore reduced the dilutive impact of the awards. The ultimate grant date value of the awards, as reflected in our Summary Compensation Table and Grants of Plan-Based Awards Table, to each of our NEOs was below the 50th percentile of the peer group data. The Compensation Committee determined that approximately 60% of the annual equity awards would be granted in the form of time-based RSU awards and 40% would be granted in the form of PRSU awards. The equity awards granted to our NEOs in 2023 and the resulting grant date values, compared to our peer group data as reviewed by the Compensation Committee in February 2023, were as follows:

  23. 2023 Executive Compensation Components and Decisions

    | Named Executive Officer | Time-Based RSU Shares | PRSU Shares (Target) | Aggregate Grant Date Fair Value (RSU + PRSU)(1) | Aggregate Grant Date Value Relative to Peer Group | | William M. Greenman | 575,000 | 385,000 | $2,624,850 | <25th percentile | | Kevin D. Green | 185,000 | 127,200 | $854,042 | <50th percentile | | Vivek Jayaraman | 240,000 | 160,000 | $1,093,600 | <50th percentile | | Richard Benjamin | 160,000 | 110,000 | $738,600 | <25th percentile | | Chrystal Jensen | 160,000 | 110,000 | $738,600 | <50th percentile |

  24. 2023 Executive Compensation Components and Decisions

    (1) Reflects the aggregate grant date fair value of the time-based RSUs and PRSUs as reported in our Summary Compensation Table and Grants of Plan-Based Awards Table in accordance with applicable accounting standards and SEC rules. While the number of RSUs and PRSUs reflected above were approved by the Compensation Committee in February 2023, the PRSUs had a later effective grant date than the RSUs under applicable accounting standards, due to the Compensation Committee’s subsequent finalization of the complete performance metric and vesting details in March 2023. RSUs granted in 2023 were granted under the 2008 Plan. These RSUs vest, subject to continued service with us, in three equal installments on each anniversary of the vesting commencement date. The PRSUs vest, subject to continued service with us, upon the achievement of certain performance-based vesting conditions, including revenue and clinical trial enrollment goals, during the three-year performance period from March 1, 2023 through December 31, 2025. The specific revenue and clinical trial goals set by the Compensation Committee are not being disclosed at this time as they represent confidential commercial and financial information, the disclosure of which would result in competitive harm to the Company. In accordance with our compensation objective of providing long-term incentive opportunities that continue to correlate employee contributions and rewards with stockholder value creation, the Compensation Committee set goals that they determined at the time they set them to be challenging but reasonably achievable. PRSUs Granted in 2021 As discussed above under “Response to 2023 Say-on-Pay Vote,” in 2021 we began granting PRSUs to our executive officers as part of their annual equity grants. The vesting of the PRSUs granted in 2021 was based on two equally weighted performance metrics: 12-month product revenue for fiscal years ending during the performance period from March 1, 2021 to December 31, 2023 (the “product revenue goal”) and Non-GAAP Adjusted EBITDA (defined as the Company’s operating income (loss), as reflected in the Company’s consolidated financial statements, less government revenue and costs, stock compensation, depreciation and amortization and other income (expenses), plus tax) for quarterly fiscal periods within the performance period from March 1, 2021 to June 30, 2024 (the “profitability goal”). PRSUs were eligible to vest based on our achievement of 12-month product revenue, as reflected in the Company’s audited financial statements for the fiscal year ended December 31, 2023, in the amounts set forth below.

  25. 2023 Executive Compensation Components and Decisions

    | Product Revenue Goal Achievement | Resulting Vesting as a Percentage of Target PRSUs | | <$163.2 million | 0% | | $163.2 million (Threshold) | 50% (Threshold) | | $192 million (Target) | 100% (Target) | | $206.4 million (Stretch) | 150% (Stretch) | | >$220.8 million (Maximum) | 200% (Maximum) |

  26. 2023 Executive Compensation Components and Decisions

    | Profitability Goal Achievement Date | Resulting Vesting as a Percentage of Target PRSUs | | Later than Second Quarter 2024 | 0% | | Second Quarter 2024 (Threshold) | 50% (Threshold) | | Fourth Quarter 2023 (Target) | 100% (Target) | | Second Quarter 2023 (Stretch) | 150% (Stretch) | | Fourth Quarter 2022 (Maximum) | 200% (Maximum) |

  27. 2023 Executive Compensation Components and Decisions

    Our product revenue for the fiscal year ended December 31, 2023 was $156.4 million. Accordingly, none of the product revenue goal PRSUs granted to our NEOs in 2021 vested and each of our NEOs forfeited their 2021 product revenue goal PRSUs. As the performance period for the profitability goal PRSUs is ongoing, such awards remain outstanding. Employment Agreements From time to time, we have provided an offer letter agreement in connection with an executive officer’s commencement of employment, which describes such executive officer’s initial terms of employment, and we have in other situations provided similar letter agreements to our executive officers based on changed circumstances, including promotions. As described under the heading “Severance and Change of Control Agreements” below, the letter agreements for Messrs. Greenman and Green also provide for change of control and/or severance benefits. Change of Control and Severance Benefits Mr. Green, Mr. Jayaraman, Dr. Benjamin and Ms. Jensen are each participants in our change of control severance plan, referred to elsewhere as the Severance Plan, and we have a letter agreement with Mr. Greenman, in each case providing for certain change of control related severance benefits. For more information regarding our change of control related severance benefits, please see the section below entitled “Employment, Severance and Change of Control Agreements.” The Compensation Committee believes that these change of control related severance benefits are an important element of our executive compensation and retention program, which has particular importance in the context of a change of control. Change of control benefits under Mr. Greenman’s letter agreement and the Severance Plan, including stock award vesting acceleration, are structured on a “double-trigger” basis, meaning that the executive officer must experience a constructive termination or a termination without cause in connection with the change of control in order for the change of control benefits to become due. The Compensation Committee believes that the events triggering payment, comprising both a change of control and an involuntary termination, and then only when there is no misconduct by the officer, are appropriate hurdles for the ensuing rewards. It is the Compensation Committee’s belief that providing change of control benefits should eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change of control transactions that may be in the best interests of our stockholders. Under individual letter agreements, Mr. Greenman and Green are also eligible for certain severance benefits in the event of an involuntary termination without cause not dependent on a change of control, including continued payment of salary and healthcare benefits and full equity award acceleration, in exchange for a general release of claims. Our Board and Compensation Committee believe that the non-change of control related severance benefits provided to our NEOs are an important element of their retention and motivation and are consistent with compensation arrangements provided in a competitive market for executive talent. It is further believed that the benefits of such severance arrangements, including generally requiring a release of claims against us as a condition to receiving the severance benefits, are in the best interests of the company. Nonqualified Deferred Compensation Plan In May 2020, we adopted the Cerus Corporation Nonqualified Deferred Compensation Plan, or the DC Plan. The DC Plan is a nonqualified deferred compensation plan under which eligible participants may elect to defer the receipt of current compensation. Eligible participants include a select group of management or highly compensated employees of the Company, which currently includes employees with the title of Vice President or higher. Pursuant to the DC Plan, each participant may elect to defer up to twenty percent (20%) of his or her base salary and one hundred percent (100%) of his or her bonus payments. Participants are fully vested in their elective deferrals. In addition to elective deferrals, the DC Plan permits the Company to make discretionary contributions to participant accounts, which vest in equal annual installments over the participant’s first five years of service. The DC Plan is an unfunded arrangement intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended, and to comply with Section 409A. The obligations of the Company under the DC Plan are general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the DC Plan from the general assets of the Company, although the Company may establish a trust to hold amounts which the Company may use to satisfy DC Plan distributions from time to time. To date, the Company has elected to purchase Company-owned life insurance contracts on certain employees in order to fund the DC Plan. The insurance serves as an investment source for the funds being set aside. Participants are permitted to select the mutual funds in which their compensation deferrals are deemed to be invested as a component of the insurance contracts and are permitted to change their investment selections as frequently as they see fit. Payments will be distributed in connection with either the participant’s separation of service, the participant’s disability, the participant’s death, an unforeseeable emergency, or a specified distribution date or dates. The Company will require a six-month delay in the payment of DC Plan benefits if the participant is a “specified employee” within the meaning of Section 409A at the time of such participant’s separation from service. Other Benefits We provide our executive officers with other benefits that we believe are reasonable and consistent with, or less than, what our peer group offers its executive officers and that help us to attract and retain high quality executives. The Compensation Committee periodically reviews the levels of benefits provided to our executive officers to ensure they remain reasonable and consistent with our compensation philosophy. Our NEOs are eligible to participate in all of our employee benefit plans, such as our 401(k) Profit Sharing Plan, or the 401(k) Plan, medical, dental, vision coverage, short-term disability, long-term disability, group life insurance, cafeteria plan, and the Amended and Restated Employee Stock Purchase Plan, in each case on the same basis as our other employees. Participation in the DC Plan is open to all employees at the Vice President level or above. We do not currently offer pension or other retirement benefits for our NEOs other than the 401(k) Plan.

  28. 2023 Executive Compensation Components and Decisions

    The 401(k) Plan enables eligible employees to save for retirement. As well as retirement benefits, the 401(k) Plan provides certain benefits in the event of death, disability, or other termination of employment. The 401(k) Plan is for the exclusive benefit of eligible employees and their beneficiaries. The 401(k) Plan allows employees to shelter a percentage of their income from taxes and choose from a number of investment funds while saving for retirement. All employees who are not residents of Puerto Rico, covered by a collective bargaining agreement for which retirement benefits have been the subject of good faith negotiations, a leased employee or a nonresident alien with no income from a U.S. source are eligible to participate in the 401(k) Plan on the first day of the month following their date of hire. Enrollments are effective and contributions can begin on the first day of the month after hire. The 401(k) Plan has a rollover feature and also allows for borrowing against the balance in the account. Employees can make pre-tax dollar contributions of up to 60% of their eligible pay up to a maximum cap established by the IRS unless their participation level is limited by IRS non-discrimination testing requirements. Beginning in 2019, we began matching contributions made to the plan by our eligible employees, including executive officers. We match 50% of employee contributions up to 6%, with a maximum matching employer contribution of $5,000 per calendar year per person. All matching employer contributions are fully vested when made. A variety of investment funds are available and money can be allocated among them as employees wish, in any percentage increments. Deferral amount elections may be made and/or changed on a monthly basis. With some limitations, employees may change their investment choices daily. CEO Stock Ownership Guidelines The Board believes that our Chief Executive Officer and each director should develop a meaningful ownership interest in Cerus. Therefore, in March 2018, the Board adopted stock ownership guidelines for our Chief Executive Officer and our non-employee directors. Pursuant to these guidelines, our Chief Executive Officer is expected to own shares of our common stock having a value equal to at least three times his annual base salary. For purposes of these stock ownership guidelines, shares deemed to be owned include shares owned directly by our Chief Executive Officer or by members of our Chief Executive Officer’s immediate family residing in the same household, shares held in trust for the benefit of our Chief Executive Officer or a member of our Chief Executive Officer’s immediate family residing in the same household, up to fifty percent of the vested, “in-the-money” stock options held by our Chief Executive Officer and vested shares subject to any other outstanding equity awards or issued under any deferred compensation plan. Subject to certain extensions, our Chief Executive Officer is required to be in compliance with the stock ownership requirement by December 31st of the fifth year following the year during which he first became subject to these ownership guidelines. Our Chief Executive Officer first became subject to these guidelines during 2018, and he was in compliance as of December 31, 2023. The Board has discretion to waive the guidelines or to develop an alternative individual guideline for our Chief Executive Officer if compliance would place a severe hardship on our Chief Executive Officer. Risk Analysis The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. The design of our compensation policies and programs encourage our employees to remain focused on both the short- and long-term goals of the Company. For example, while our Bonus Plan measures performance on an annual basis, our equity awards typically vest over a number of years, which we believe encourages our employees to consider sustained stock price appreciation, thus limiting the potential value of excessive risk-taking. Compensation Recovery Policy In November 2023, our Board of Directors, upon recommendation from our Compensation Committee, adopted an incentive compensation recoupment policy that complies with Nasdaq’s listing standards. The policy provides that, in the event we are required to prepare an accounting restatement, we will be required to recover incentive-based compensation received by any current or former executive officer based wholly or in part upon the attainment of a financial reporting measure that was erroneously awarded during the three completed fiscal years immediately preceding the date the restatement was required. The policy applies to incentive compensation that is received by a covered officer on or after October 2, 2023. In addition, as a public company subject to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. Accounting and Tax Considerations We account for stock-based awards exchanged for employee services in accordance with the Compensation—Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. In accordance with the topic, we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. Accounting rules also require us to record cash compensation as an expense over the period during which it is earned. Under Section 162(m), compensation paid to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s NEOs in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

  29. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth certain summary information for the year indicated with respect to the compensation earned by our principal executive officer, our principal financial officer and our three other most highly compensated executive officers at December 31, 2023. These individuals represent the Company’s NEOs.

  30. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  31. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | ($) | ($)(1) | ($) | ($)(2) | ($) | ($) | | William M. Greenman | 2023 | 763,750 | 2,624,850 | — | 269,500 | 2,372(3) | 3,660,472 | | President and | 2022 | 732,083 | 2,505,600 | 1,427,844 | 595,700 | 2,372 | 5,263,599 | | Chief Executive Officer | 2021 | 696,375 | 2,529,760 | 1,406,304 | 547,560 | 2,372 | 5,182,371 | | Kevin D. Green | 2023 | 484,208 | 854,042 | — | 122,030 | 1,292(4) | 1,461,572 | | Vice President, Finance | 2022 | 464,689 | 806,400 | 459,536 | 269,873 | 13,930 | 2,014,428 | | and Chief Financial Officer | 2021 | 443,414 | 847,600 | 481,104 | 253,446 | 1.292 | 2,026,856 | | Vivek Jayaraman | 2023 | 544,008 | 1,093,600 | — | 150,811 | 1,860(5) | 1,790,279 | | Chief Operating Officer | 2022 | 522,079 | 1,036,800 | 590,832 | 333,524 | 6,067 | 2,489,302 | | | 2021 | 497,218 | 978,000 | 555,120 | 346,518 | 1,560 | 2,378,416 | | Richard Benjamin | 2023 | 489,126 | 738,600 | — | 110,942 | 3,614(6) | 1,342,282 | | Chief Medical Officer | 2022 | 470,773 | 604,800 | 344,652 | 245,353 | 3,614 | 1,669,192 | | | 2021 | 455,300 | 652,000 | 370,080 | 259,731 | 3,614 | 1,740,725 | | Chrystal Jensen | 2023 | 464,776 | 738,600 | — | 105,419 | 1,292(7) | 1,310,087 | | Chief Legal Officer and | 2022 | 446,900 | 604,800 | 344,652 | 233,139 | 12,122 | 1,641,613 | | General Counsel | | | | | | | |

  32. SUMMARY COMPENSATION TABLE

    (1) Amounts included in this column for 2023 represent the aggregate grant date fair value of RSU awards and PRSU awards for 2023 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, or Topic 718, using the assumptions discussed in Note 12 to our financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2024. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant. The PRSU awards, in order to vest, require achievement of certain performance-based vesting conditions, including revenue and clinical trial enrollment goals, during a three-year performance period. The grant date fair value of these PRSU awards was determined in accordance with Topic 718 based upon the probable outcome of the performance-based vesting conditions underlying such awards. Assuming the highest level of performance is achieved, the aggregate grant date fair value of such PRSU awards would be $1,211,210, $400,171, $503,360, $346,060 and $346,060, for Messrs. Greenman, Green, Jayaraman and Benjamin and Ms. Jensen, respectively. These amounts do not reflect whether the NEO has actually realized or will realize a financial benefit from the awards upon the vesting of the granted stock awards, or the sale of the shares underlying such stock awards. For additional detail, see the discussion in the section entitled “2023 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (2) Amounts included in this column represent the cash bonus paid under our Bonus Plan. For additional detail with respect to the amount included for 2023, see the discussion in the section entitled, “Bonus Plan for 2023” within the “Compensation Discussion and Analysis” section of this proxy statement. (3) Represents group-term life insurance premiums in the amount of $2,322 and a cell phone accessory stipend of $50. (4) Represents group-term life insurance premiums in the amount of $1,242 and a cell phone accessory stipend of $50. (5) Represents group-term life insurance premiums in the amount of $810 and a remote employee stipend of $1,050.

  33. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 The following table summarizes grants of plan-based awards made to our NEOs in 2023.

  34. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award Type | Grant Date | Approval Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | | | | William M. Greenman | Cash | | | — | 539,000 | — | | | | | | | | Annual PRSU Grant (Revenue) | 4/3/2023 | 2/16/2023 | | | | 173,250 | 192,500 | 211,750 | | 550,550 | | | Annual PRSU Grant (Clinical Trial enrollment) | 4/3/2023 | 2/16/2023 | | | | 173,250 | 192,500 | 211,750 | | 550,550 | | | Annual RSU Grant | 3/1/2023 | 2/16/2023 | | | | | | | 575,000 | 1,523,750 | | Kevin D. Green | Cash | | | | 244,059 | | | | | | | | | Annual PRSU Grant (Revenue) | 4/3/2023 | 2/16/2023 | | | | 57,240 | 63,600 | 69,960 | | 181,896 | | | Annual PRSU Grant (Clinical Trial enrollment) | 4/3/2023 | 2/16/2023 | | | | 57,240 | 63,600 | 69,960 | | 181,896 | | | Annual RSU Grant | 3/1/2023 | 2/16/2023 | | | | | | | 185,000 | 490,250 | | Vivek Jayaraman | Cash | | | — | 301,621 | — | | | | | | | | Annual PRSU Grant (Revenue) | 4/3/2023 | 2/16/2023 | | | | 72,000 | 80,000 | 88,000 | | 228,800 | | | Annual PRSU Grant (Clinical Trial enrollment) | 4/3/2023 | 2/16/2023 | | | | 72,000 | 80,000 | 88,000 | | 228,800 | | | Annual RSU Grant | 3/1/2023 | 2/16/2023 | | | | | | | 240,000 | 636,000 | | Richard Benjamin | Cash | | | — | 221,884 | — | | | | | | | | Annual PRSU Grant (Revenue) | 4/3/2023 | 2/16/2023 | | | | 49,500 | 55,000 | 60,500 | | 157,300 | | | Annual PRSU Grant (Clinical Trial enrollment) | 4/3/2023 | 2/16/2023 | | | | 49,500 | 55,000 | 60,500 | | 157,300 | | | Annual RSU Grant | 3/1/2023 | 2/16/2023 | | | | | | | 160,000 | 424,000 | | Chrystal Jensen | Cash | | | — | 210,838 | — | | | | | | | | Annual PRSU Grant (Revenue) | 4/3/2023 | 2/16/2023 | | | | 49,500 | 55,000 | 60,500 | | 157,300 | | | Annual PRSU Grant (Clinical Trial enrollment) | 4/3/2023 | 2/16/2023 | | | | 49,500 | 55,000 | 60,500 | | 157,300 | | | Annual RSU Grant | 3/1/2023 | 2/16/2023 | | | | | | | 160,000 | 424,000 |

  35. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    (1) The amounts shown in the “Target” column represent 100% of the target bonus amount for each NEO under the Bonus Plan. “Target” represents 45% of the base salary in effect at the time payment is made for Ms. Jensen and Mr. Benjamin, 50 % of the base salary in effect at the time payment is made for Mr. Green, 55 % of the base salary in effect at the time payment is made for Mr. Jayaraman and 70% of the base salary in effect at the time payment is made for Mr. Greenman. Because the Compensation Committee has discretion to increase or reduce the bonuses actually paid under the Bonus Plan above or below the level of attainment of our corporate performance objectives used to determine the funding of the Bonus Plan (provided that aggregate payments under the Bonus Plan may not exceed the amount by which the Bonus Plan is funded), there is no “Threshold” or “Target” amount that may be earned by our NEOs. The actual cash bonus award payments made pursuant to our Bonus Plan are reflected in the “Summary Compensation Table” above. For a description of our Bonus Plan, please see “Bonus Plan for 2023” within the “Compensation Discussion and Analysis” section of this proxy statement. (2) RSUs and PRSUs were granted under the 2008 Plan. For a description of the terms of the PRSU and RSU awards granted in 2023, please see “2023 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (3) Represents the threshold, target and maximum payouts for PRSU awards granted in 2023 under the 2008 Plan that, in order to vest, require achievement of certain performance-based vesting conditions, including, as applicable, revenue goals and clinical trial enrollment goals, subject to continued service with us through the end of the performance period. For additional detail, see the discussion in the section entitled “2023 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (4) Represents the grant date fair value of each RSU award and PRSU award calculated in accordance with Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant. The grant date fair value of these PRSU awards was determined based upon the then-probable outcome of the performance conditions underlying such awards.

  36. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the NEOs.

  37. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | (#) | (#) | ($) | | (#) | ($)(1) | (#) | ($)(1) | | | Exercisable | Unexercisable | | | | | | | | William M. Greenman | 325,000 | — | 6.28 | 3/2/2024 | 64,666(2) | 139,679 | 97,000(5) | 209,520 | | | 500,000 | — | 4.46 | 3/1/2025 | 145,000(3) | 313,200 | 97,000(6) | 209,520 | | | 315,000 | — | 5.06 | 2/28/2026 | 575,000(4) | 1,242,000 | 108,750(7) | 234,900 | | | 400,000 | — | 4.33 | 2/28/2027 | | | 108,750(8) | 234,900 | | | 430,000 | — | 4.32 | 2/29/2028 | | | 192,500(9) | 415,800 | | | 592,968 | 39,532(11) | 5.105 | 3/1/2030 | | | 192,500(10) | 415,800 | | | 261,250 | 118,750(12) | 6.52 | 2/28/2031 | | | | | | | 190,312 | 244,688(13) | 5.76 | 2/28/2032 | | | | | | Kevin D. Green | 125,000 | — | 6.28 | 3/2/2024 | 21,666(2) | 46,799 | 32,500(5) | 70,200 | | | 150,000 | — | 4.46 | 3/1/2025 | 46,666(3) | 100,799 | 32,500(6) | 70,200 | | | 90,000 | — | 5.06 | 2/28/2026 | 185,000(4) | 399,600 | 35,000(7) | 75,600 | | | 100,000 | — | 4.33 | 2/28/2027 | | | 35,000(8) | 75,600 | | | 95,000 | — | 4.32 | 2/29/2028 | | | 63,600(9) | 137,376 | | | 129,375 | 8,625(11) | 5.105 | 3/1/2030 | | | 63,600(10) | 137,376 | | | 89,375 | 40,625(12) | 6.52 | 2/28/2031 | | | | | | | 61,250 | 78,750(13) | 5.76 | 2/28/2032 | | | | | | Vivek Jayaraman | 250,000 | — | 6.36 | 8/31/2026 | 25,000(2) | 54,000 | 37,500(5) | 81,000 | | | 28,437 | — | 4.33 | 2/28/2027 | 60,000(3) | 129,600 | 37,500(6) | 81,000 | | | 41,563 | — | 4.32 | 2/29/2028 | 240,000(4) | 518,400 | 45,000(7) | 97,200 | | | 243,750 | 16,250(11) | 5.105 | 3/1/2030 | | | 45,000(8) | 97,200 | | | 103,125 | 46,875(12) | 6.52 | 2/28/2031 | | | 80,000(9) | 172,800 | | | 78,750 | 101,250(13) | 5.76 | 2/28/2032 | | | 80,000(10) | 172,800 | | Richard Benjamin | 45,000 | — | 5.06 | 2/28/2026 | 16,666(2) | 35,999 | 25,000(5) | 54,000 | | | 8,334 | — | 4.33 | 2/28/2027 | 35,000(3) | 75,600 | 25,000(6) | 54,000 | | | 31,667 | — | 4.32 | 2/29/2028 | 160,000(4) | 345,600 | 26,250(7) | 56,700 | | | 129,375 | 8,625(11) | 5.105 | 3/1/2030 | | | 26,250(8) | 56,700 | | | 68,750 | 31,250(12) | 6.52 | 2/28/2031 | | | 55,000(9) | 118,800 | | | 45,937 | 59,063(13) | 5.76 | 2/28/2032 | | | 55,000(10) | 118,800 | | Chrystal Jensen | 33,912 | — | 6.28 | 3/2/2024 | 16,666(2) | 35,999 | 25,000(5) | 54,000 | | | 84,380 | — | 5.06 | 2/28/2026 | 35,000(3) | 75,600 | 25,000(6) | 54,000 | | | 6,250 | — | 4.33 | 2/28/2027 | 160,000(4) | 345,600 | 26,250(7) | 56,700 | | | 29,688 | — | 4.32 | 2/29/2028 | | | 26,250(8) | 56,700 | | | 129,375 | 8,625(11) | 5.105 | 3/1/2030 | | | 55,000(9) | 118,800 | | | 68,750 | 31,250(12) | 6.52 | 2/28/2031 | | | 55,000(10) | 118,800 | | | 45,937 | 59,063(13) | 5.76 | 2/28/2032 | | | | |

  38. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The market values of the RSU and PRSU awards that have not vested are calculated by multiplying the number of shares underlying the RSU and PRSU awards shown in the table by $2.16, the closing price of our common stock on December 29, 2023, the last trading day of fiscal 2023. (2) The shares subject to this RSU award vest in three equal annual installments commencing on the anniversary of March 12, 2021. The RSUs shown in the table vest in full on March 12, 2024. (3) The shares subject to this RSU award vest in three equal annual installments commencing on the anniversary of March 12, 2022. The RSUs shown in the table vest in equal installments on March 12, 2023, March 12, 2024 and March 12, 2025. (4) The shares subject to this RSU award vest in three equal annual installments commencing on the anniversary of March 12, 2023. (5) The shares subject to this PRSU award would have vested upon attainment of a revenue target over the performance period from January 1, 2021 through December 31, 2023, subject to continued service with us through the end of the performance period. The number and market value of the PRSUs reported reflect target performance. However, in February 2024, the Compensation Committee determined that this RSU award did not meet the vesting criteria and the award was cancelled. (6) The shares subject to this PRSU award vest, if at all, upon attainment of a profitability target over the performance period from March 1, 2021 to June 30, 2024, subject to continued service with us through the date that our Compensation Committee certifies achievement of such goal. The PRSUs have a payout range of between 50% and 200%. The number of PRSUs that will vest is not yet determinable. See “PRSUs Granted in 2021” within the “Compensation Discussion and Analysis” section of this proxy statement. (7) The shares subject to this PRSU award vest, if at all, upon attainment of a revenue target over the performance period from March1, 2022 through December 31, 2024, subject to continued service with us through the end of the performance period. The number and market value of the PRSUs reported reflect target performance. The PRSUs have a payout range of between 50% and 200%. The number of PRSUs that will vest is not yet determinable. (8) The shares subject to this PRSU award vest, if at all, upon attainment of a LED approval target over the performance period from March 1, 2022 through June 30, 2025, subject to continued service with us through the date that our Compensation Committee certifies achievement of such goal. The number and market value of the PRSUs reported reflect target performance. The PRSUs have a payout range of between 50% and 150%. The number of PRSUs that will vest is not yet determinable. (9) The shares subject to this PRSU award vest, if at all, upon attainment of a revenue target over the performance period from March 1, 2023 through December 31, 2025, subject to continued service with us through the end of the performance period. The number and market value of the PRSUs reported reflect target performance. The PRSUs have a payout range of between 90% and 110%. The number of PRSUs that will vest is not yet determinable. (10) The shares subject to this PRSU award vest, if at all, upon attainment of a clinical enrollment target for the performance period from March 1, 2023 through June 30, 2026, subject to continued service with us through the date that our Compensation Committee certifies achievement of such goal. The number and market value of the PRSUs reported reflect target performance. The PRSUs have a payout range of between 90% and 110%. The number of PRSUs that will vest is not yet determinable. (11) The shares subject to this stock option award vested as to 25% of the shares on March 2, 2021, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. The unexercisable options shown in the table vest in three equal monthly installments through March 2, 2024. (12) The shares subject to this stock option award vested as to 25% of the shares on March 1, 2022, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. The unexercisable options shown in the table vest in 15 equal monthly installments through March 1, 2025. (13) The shares subject to this stock option award vested as to 25% of the shares on March 1, 2023, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. The unexercisable options shown in the table vest in 27 equal monthly installments through March 1, 2026.

  39. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 The following table shows for the fiscal year ended December 31, 2023, certain information regarding the vesting of RSUs awarded to our NEOs. None of our NEOs exercised options during the fiscal year ended December 31, 2023.

  40. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | William M. Greenman | 244,692 | 685,138 | | Kevin D. Green | 68,461 | 191,691 | | Vivek Jayaraman | 99,200 | 277,760 | | Richard Benjamin | 57,627 | 161,356 | | Chrystal Jensen | 57,627 | 161,356 |

  41. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    (1) The value realized on vesting is calculated based on the number of shares acquired on vesting multiplied by the closing price of our common stock on the date of vesting and does not represent actual amounts received by the named executive officers as a result of the RSU vesting.

  42. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023 The following table shows for the fiscal year ended December 31, 2023, contributions, earnings, and balances under the DC Plan for each of the NEOs. For a description of the DC Plan and the contribution and distribution provisions thereunder, please see “Compensation Discussion and Analysis—Executive Compensation Components and Decisions—Nonqualified Deferred Compensation Plan.”

  43. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023

    | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE | | | ($)(1) | ($) | ($) | | ($)(2) | | William M. Greenman | 76,375 | — | 112,878 | — | 775,773 | | Kevin D. Green | — | — | — | — | — | | Vivek Jayaraman | — | — | — | — | — | | Richard Benjamin | — | — | — | — | — | | Chrystal Jensen | — | — | — | — | — |

  44. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023

    (1) The amount reported in this column for Mr. Greenman include 76,375 that was reported in the “Salary” column of the “Summary Compensation Table” for 2023 and 0 that was reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for 2023. (2) The amount reported in this column for Mr. Greenman includes $76,375 that was reported in the “Summary Compensation Table” for 2023 and 631,976 that was reported in the “Summary Compensation Table” for previous years.

  45. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table provides information on severance benefits that would become payable under the existing employment, severance and change in control agreements, as currently in effect, if the employment of our NEOs had terminated on December 29, 2023, the last business day of our 2023 fiscal year. In addition, the table sets forth the amounts to which the NEOs would be entitled under the 2008 Plan if, upon a change in control, the surviving or acquiring corporation refuses to assume or continue the outstanding stock options held by the NEOs, or to substitute for similar options. The amounts shown in the table below do not include: (a) payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; and (b) distributions of previously vested plan balances under our 401(k) Savings Plan and the DC Plan (see the sections entitled “Non-Qualified Deferred Compensation Plan” and “Other Benefits” within the “Compensation Discussion and Analysis” for information about those plans generally and “Non-Qualified Deferred Compensation” above for information about the amounts subject to the DC Plan for each of our NEOs).

  46. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Voluntary Termination for Good Reason or Involuntary Termination on or Within 12 Months After a Change in Control | | | Involuntary Termination Without Cause Absent a Change in Control | | | Payments upon a Change of Control | | | Health Care Benefits | Salary | Equity Acceleration | Health Care Benefits | Salary | Equity Acceleration | Equity Acceleration(9)(10) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | William M. Greenman | 56,211(1) | 1,155,000(2) | 3,415,319(3) | 37,474(4) | 770,000(5) | 3,415,319(3) | 3,415,319(3) | | Kevin D. Green | 32,730(4) | 488,119(8) | 1,113,549(3) | 16,365(6) | 244,060(7) | 1,113,549(3) | 1,113,549(3) | | Vivek Jayaraman | 36,424(4) | 548,402(8) | 1,404,000(3) | | | | 1,404,000(3) | | Richard Benjamin | 22,639(4) | 493,076(8) | 916,199(3) | | | | 916,199(3) | | Chrystal Jensen | 23,234(4) | 468,530(8) | 916,199(3) | | | | 916,199(3) |

  47. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Represents the aggregate amount of our share of the cost of 18 months of COBRA premiums at the rate in effect on January 1, 2024 . (2) Represents 18 months of the executive’s base salary as of December 29, 2023 payable in a lump sum amount following an involuntary termination of employment or voluntary termination for good reason on or within 12 months following a change of control. (3) Represents the value of stock option, RSU and PRSU vesting acceleration, which is based on the closing price of $2.16 of our common stock on December 29, 2023, the last trading day of fiscal 2022, minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration. Because no unexercisable stock options as of December 29, 2023 had an exercise price in excess of $2.16, no amount is included in respect of stock option acceleration. The PRSU award agreements provide that, in the event of a change in control that occurs prior to the date our Compensation Committee certifies achievement of the PRSU awards (as would have been the case if a change in control were to have occurred on December 29, 2023), the number of PRSUs that vest would be determined by our Compensation Committee prior to the effective date of the change in control and would be equal the greater of (i) the target number of PRSUs subject to the NEO’s award, and (ii) the number of PRSUs that would be earned as of the date of our Compensation Committee’s determination based on actual performance. The amounts in this column attributable to PRSU awards assume that the awards would accelerate at target level of achievement with respect to PRSU awards granted in 2021 and 2022 and outstanding at December 29, 2023 and that the awards would accelerate at our actual level of achievement with respect to PRSU awards granted in 2023 and outstanding as of December 29, 2023. The value of PRSU vesting acceleration is based on the closing price of $2.16 of our common stock on December 29, 2023, the last trading day of fiscal 2023. (4) Represents the aggregate amount of our share of the cost of 12 months of COBRA premiums at the rate in effect on January 1, 2024. (5) Represents the aggregate amount of the executive’s base salary as of December 29, 2023, payable over the 12-month period following an involuntary termination of the executive’s employment by us other than for cause. (6) Represents the aggregate amount of our share of the cost of 6 months of COBRA premiums at the rate in effect on January 1, 2024. (7) Represents the aggregate amount of the executive’s base salary as of December 29, 2023, payable over the six-month period following an involuntary termination of the executive’s employment by us other than for cause. (8) Represents 12 months of the executive’s base salary as of December 29, 2023, payable in a lump sum amount following an involuntary termination of employment or voluntary termination for good reason on or within 12 months following a change of control. (9) These benefits would be payable pursuant to the terms of the applicable equity agreement for RSUs and stock options granted pursuant to the 2008 Plan, which were outstanding as of December 29, 2023, if, upon a change in control, the surviving or acquiring corporation refuses to assume or continue the outstanding equity awards held by the named executive officers, or to substitute for similar equity awards. The value of stock option and RSU vesting acceleration is based on the closing price of $2.16 of our common stock on December 29, 2023, the last trading day of fiscal 2023, minus, in the case of stock options, the exercise price of the unvested stock option shares subject to acceleration. Because no unexercisable stock options as of December 29, 2023 had an exercise price in excess of $2.16, no amount is included in respect of stock option acceleration. The PRSU award agreements provide that, in the event of a change in control that occurs prior to the date our Compensation Committee certifies achievement of the PRSU awards (as would have been the case if a change in control were to have occurred on December 29, 2023), the number of PRSUs that vest would be determined by our Compensation Committee prior to the effective date of the change in control and would be equal the greater of (i) the target number of PRSUs subject to the NEO’s award, and (ii) the number of PRSUs that would be earned as of the date of our Compensation Committee’s determination based on actual performance. The amounts in this column attributable to PRSU awards assume that the awards would accelerate at target level of achievement with respect to PRSU awards granted in 2021 and 2022 and outstanding at December 29, 2023 and that the awards would accelerate at our actual level of achievement with respect to PRSU awards granted in 2023 and outstanding as of December 29, 2023. The value of PRSU vesting acceleration is based on the closing price of $2.16 of our common stock on December 29, 2023, the last trading day of fiscal 2023. In addition to the benefits described and quantified above, the 2008 Plan provides for an extended period of time during which an optionholder may exercise options following the optionholder’s termination of service, which time period we refer to as the post-termination exercise period. Generally, under the 2008 Plan, if an optionholder’s service relationship with us ends, the optionholder may exercise any vested options for up to three months after the date that the service relationship ends. However, if the optionholder’s service relationship with us ceases due to disability or death, the optionholder, or his or her beneficiary, may exercise any vested options for up to 12 months in the event of disability or 18 months in the event of death, after the date the service relationship ends. Accordingly, each of the named executive officers would be entitled to an extended post-termination exercise period in the event of a termination due to death or disability.

  48. CEO PAY RATIO

    CEO PAY RATIO Under SEC rules, we are required to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of our Company’s median employee, or the CEO Pay Ratio. Mr. Greenman’s total compensation for 2023 was $3,660,472 as disclosed in the Summary Compensation Table. Our median employee’s annual total compensation was $184,655. As a result, the ratio of these amounts was 19.82 to 1. The median of the annual total compensation for all our employees (excluding the CEO) was determined through the following process:  We identified the global employee population active as of December 31, 2023. This included all full-time, part-time, temporary and seasonal workers, calculated in accordance with Topic 718.  To identify the median employee, we used the following consistently applied compensation measure for 2023: salary, target annual cash incentive, target commissions, and grant date fair value of long-term incentive awards. For regular full-time and part-time employees (other than temporary, seasonal or other non-permanent employees) who were not employed for the full year 2023, compensation was annualized. After applying the methodology described above, we determined the identity of our median employee for 2023 and then calculated that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to our pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  49. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  50. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  51. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (thousands)(5) | Product Revenue (thousands)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | 2023 | 3,660,472 | 760,322 | 1,476,055 | 583,592 | 51.18 | 105.43 | (37,647) | 156,367 | | 2022 | 5,263,599 | 120,291 | 1,953,634 | 422,452 | 86.5 | 99.65 | (42,825) | 162,048 | | 2021 | 5,182,371 | 5,125,832 | 1,966,463 | 1,974,444 | 161.38 | 151.98 | (54,376) | 130,859 | | 2020 | 4,520,750 | 7,511,845 | 1,580,822 | 2,382,142 | 163.98 | 125.26 | (59,857) | 91,920 |

  52. Required Tabular Disclosure of Pay Versus Performance

    (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year:

  53. Required Tabular Disclosure of Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | William M. Greenman | Kevin D. Green, Vivek Jayaraman, Richard Benjamin and Chrystal Jensen | | 2022 | William M. Greenman | Kevin D. Green, Vivek Jayaraman, Richard Benjamin and Chrystal Jensen | | 2021 | William M. Greenman | Kevin D. Green, Vivek Jayaraman, Richard Benjamin and Laurence M. Corash | | 2020 | William M. Greenman | Kevin D. Green, Vivek Jayaraman, Richard Benjamin and Laurence M. Corash |

  54. Required Tabular Disclosure of Pay Versus Performance

    (2) Represents the amount of total compensation reported for Mr. Greenman (our President and Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” (3) Represents the amount of CAP to Mr. Greenman and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP:

  55. Required Tabular Disclosure of Pay Versus Performance

    | Year | NEOs | Summary Compensation Table (“SCT”) Total Compensation ($) | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Year ($)* | Add: Fair Value at Year End of Awards Granted during Year that Remain Unvested as of Year End ($)* | Add: Change in Fair Value from the end of the Prior Year to the end of the Year of Awards Granted during Prior Year that were Outstanding and Unvested as of Year End ($)* | Add: Vesting Date Fair Value of Awards Granted and Vested During Year ($)* | Add: Change in Fair Value from the end of the Prior Year to the Vesting Date of Awards Granted during Prior Year that Vested During Year ($)* | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Year ($)* | CAP ($) | | 2023 | PEO | 3,660,472 | 2,624,850 | 2,135,970 | (1,323,620) | — | (471,603) | 616,047 | 760,322 | | 2023 | Average Non-PEO NEOs | 1,476,055 | 856,211 | 696,730 | (403,779) | — | (138,673) | 190,530 | 583,592 |

  56. Required Tabular Disclosure of Pay Versus Performance

    * The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which are materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:

  57. Required Tabular Disclosure of Pay Versus Performance

    | Expected term (in years) | 6.17 – 9.00 | | Historical volatility | 55.79 – 60.46% | | Risk-free interest rate | 3.34 – 4.65% | | Expected dividend rate | — |

  58. Required Tabular Disclosure of Pay Versus Performance

    (4) For the relevant fiscal year, represents the cumulative TSR of our common stock and the Nasdaq US Benchmark Medical Supplies TR Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (5) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. (6) As required by Item 402(v) of Regulation S-K, we have determined that Product Revenue is the Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2023.

  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee reviews director compensation on a periodic basis. For 2023, based on data provided by Alpine in connection with their 2022 engagement, our Board made no changes to the amounts of the annual cash retainers or the amount of the annual equity grant to our non-employee directors. However, consistent with the change to the equity mix for awards to executive officers, the Board determined to eliminate stock option awards to directors and make the 2023 annual equity awards entirely in the form of RSUs. The number of shares subject to the RSU awards was determined in 2023 by dividing the target dollar value ($200,000) by a price of $5.00 per share which was higher than the average closing stock price for the 30-trading day period prior to the grant date, resulting in a lesser number of RSUs being granted than had the 30-trading day price been used. Under our director compensation program in effect for 2023, each non-employee director was entitled to an annual grant of RSUs on the date of each of our annual meetings, provided that such non-employee director is serving as such on the date of the annual meeting, has served as such for at least 12 months prior to the date of such annual meeting and will be continuing on as a director immediately following such date. Accordingly, each of our non-employee directors other than Dr. Shan received an RSU grant covering 40,000 shares on the date of the 2023 Annual Meeting. All equity grants to our non-employee directors in 2023 were made pursuant to the terms of the 2008 Plan. Under our director compensation program, 100% of the shares subject to the automatic RSU grants vest on the earlier of the first anniversary of the date of grant or the day prior to the next annual meeting, subject to the director’s continuous service with us through the vesting date. In the event of a change in control, the directors’ awards will become fully vested. For the year ended December 31, 2023, each director who is not also one of our officers or employees, other than the Chair of the Board, was compensated for his or her services as a director at the rate of $45,000 per year. The Chair of the Board received an annual retainer of $80,000 per year. The annual retainer was paid to our non-employee directors in equal quarterly installments. In addition to the annual retainer, the chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committees received an additional annual retainer of $26,000, $15,000 and $10,000, respectively. Each other member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, in each case other than the chair of such committees, received an additional annual retainer of $13,000, $8,000 and $6,000, respectively. All directors, including those who are our officers or employees, were reimbursed for expenses incurred in connection with attending Board or committee meetings. If any new non-employee director joins the Board, under our director compensation program, the new director would be entitled to the cash compensation described above, as pro-rated based on the number of days served in the applicable calendar year the new director joins the Board, and the new director would be entitled to an initial equity award, generally on the date the new director joins the Board. The value of the initial grant is $300,000. Under our director compensation program, the initial grant is made in the form of RSUs, with the actual number of shares subject to the initial equity awards determined as described above for the annual grants to continuing non-employee directors. The automatic initial RSU grants vest in three equal annual installments following the date of grant, in each case subject to the director’s continuous service with us through the applicable vesting date. As with the annual awards, in the event of a change in control, the initial awards will become fully vested. In addition, in 2023, Dr. Shan provided certain consulting services related to our China joint venture and advocacy with Chinese regulatory bodies for approval of the INTERCEPT Bloody System in China. Dr. Shan was also engaged as a speaker to discuss her organization’s (the Stanford University Medical Center) experience utilizing the INTERCEPT Blood System for platelets.

  60. Director Compensation—Fiscal 2023

    Director Compensation—Fiscal 2023 The following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of all non-employee directors of Cerus who served in such capacity during 2023. Mr. Greenman received no compensation for his service as a director and is not included in the table below.

  61. Director Compensation—Fiscal 2023

    | Name | Fees Earned or Paid in Cash | Option Awards | Stock Awards | All Other Compensation | Total | | | ($) | ($)(1) | ($)(1)(2) | ($)(3) | ($) | | Eric Bjerkholt | 49,250 | — | 101,600 | | 150,850 | | Ann Lucena | 71,000 | — | 101,600 | | 172,600 | | Timothy L. Moore | 53,000 | — | 101,600 | | 154,600 | | Jami Dover Nachtsheim | 55,000 | — | 101,600 | | 156,600 | | Gail Schulze | 66,000 | — | 101,600 | | 167,600 | | Hua Shan, M.D., Ph.D. | 45,000 | — | — | 37,692 | 82,692 | | Daniel N. Swisher, Jr. | 99,000 | — | 101,600 | | 200,600 | | Frank Witney, Ph.D. | 66,000 | — | 101,600 | | 167,600 |

  62. Director Compensation—Fiscal 2023

    (1) The aggregate number of shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2023 was as follows: 122,039 shares for Mr. Bjerkholt; 49,769 shares for Ms. Lucena; 122,350 shares for Mr. Moore; 127,223 shares for Ms. Nachtsheim; 273,519 shares for Ms. Schulze; 58,074 shares for Dr. Shan; 200,108 shares for Mr. Swisher; and 304,719 shares for Dr. Witney. The aggregate number of shares subject to outstanding RSUs held by each director listed in the table above as of December 31, 2023 was as follows: 40,000 shares for each of Mr. Bjerkholt, Mr. Moore, Ms. Nachtsheim, Ms. Schulze, Mr. Swisher and Dr. Witney; 48,261 shares for Ms. Lucena; and 19,924 shares for Dr. Shan. (2) Amounts included in this column represent the aggregate grant date fair value of the annual RSU awards for 2023 granted on June 7, 2023, the date of our 2023 annual meeting of stockholders, calculated in accordance with Topic 718, using the assumptions discussed in Note 12 to our financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2024. (3) Reflects amounts paid to Dr. Shan for consulting services, as described above under “Director Compensation”.