DEF 14A of Cerus Corp, Apr 23, 2025

DEF 14A of Cerus Corp

Filed Apr 23, 2025 · FY20240000950170-25-057130

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS This Proposal No. 1 is to elect the two 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 ten members. There are three directors in the class whose term of office expires at the Annual Meeting, however, as we previously disclosed, Gail Schulze has notified us that she plans to retire from service to our Board and will not stand for re-election at the Annual Meeting. Accordingly, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board approved a reduction in the number of directors constituting the full Board from ten to nine, effective immediately prior to the Annual Meeting. Proxies will not be voted for a greater number of persons than the two nominees named below. Of the nominees listed below, Ms. Nachtsheim has been elected as a director of Cerus by our stockholders. Dr. Shan, who was recommended by Chief Executive Officer, was elected by our Board in July 2022 after being considered and recommended by the Nominating and Corporate Governance Committee of the Board. If elected at the Annual Meeting, each of these nominees would serve until the 2028 Annual Meeting of Stockholders and until her successor has been duly elected and qualified, or, if sooner, until her death, resignation or removal. It is our policy to invite directors and nominees for director to attend our annual meetings of stockholders. In 2024, four of our directors attended our 2024 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 two 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 unable or unwilling to serve 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 either 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 may take into account many factors, including diversity of personal background, perspective, skills, experience, and business and professional background, that are relevant to the success of the Company. 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 two 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 2028 ANNUAL MEETING

    Nominees for Election for a Three-Year Term Expiring at THE 2028 ANNUAL MEETING Jami Dover Nachtsheim, 66, 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. She also served on the board of directors of Telesis Bio from June 2021 to August 2024. Ms. Nachtsheim currently serves on the board of directors of Intuitive Surgical, Inc., a public medical device company, 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. Hua Shan, MD, PhD, 64, 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 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 Dr. 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.

  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 2026 ANNUAL MEETING

    Directors Continuing in Office Until THE 2026 ANNUAL MEETING William M. Greenman, 58, 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 25-plus years, Mr. Greenman has a broad depth of experience and historical knowledge regarding Cerus’ clinical, commercial and regulatory pathways. Ann Lucena, 38, has served as a member of our Board since August 2021. She currently serves as Chief Executive Officer of and provides healthcare consulting services through Healthcare Advisory Hub, LLC. She previously served as the Chief Executive Officer of San Ramon Regional Medical Center, an award-winning acute care hospital located in the Bay Area from early 2018 until late 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. Previously, Ms. Lucena worked in healthcare consulting, where she served a number of health systems across the U.S. She serves on the FeedbackNow Board of Directors, the Harvard Business School Alumni Board, and several not-for-profit-organization boards. She holds a B.A. in human biology and a B.A. in Spanish from Stanford University and an MBA from Harvard Business School. 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, 63, has served as a member of our Board since September 2018. Mr. Moore served as Executive Vice President, Chief Technical Officer at Allogene Therapeutics, Inc. from April 2023 to February 2025. 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, Inc., a public life sciences company, 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.

  5. Directors Continuing in Office Until THE 2027 ANNUAL MEETING

    Directors Continuing in Office Until THE 2027 ANNUAL MEETING Daniel N. Swisher Jr., 62, has served as a member of our Board since June 2011 and has served as Chair of the Board since October 2013. Mr. Swisher serves as Chief Executive Officer and a member of the board of directors of NodThera, Inc. since May 2024. Mr. Swisher had served as the President and Chief Operating Officer of Jazz Pharmaceuticals Inc, a biopharmaceutical company, from January 2018 to September 2023. 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. He currently serves on the board of directors of Corcept Therapeutics Incorporated, a public 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., 71, has served as a member of our Board since March 2014. Dr. Witney currently serves on the board of directors of Revvity Inc., a public medical diagnostics company, and Standard BioTools, a public life science tools company, and previously served on the board of directors of Telesis Bio Inc., a public synthetic biology company from 2020 until August 2024. 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, 65, 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 Metagenomi, Inc., a public genetic medicines company, since January 2025 and Surrozen, Inc. since April 2023, a public pharmaceutical company, as well as one private company board of directors. 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 CalciMedica, Inc., a development-stage company, until January 2025 and 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. Dean Gregory, 56, has served as a member of our Board since July 2024. Mr. Gregory was President of Global Commercial Operations for Fresenius Kabi, Inc., a global medical device company, from December 2012 until March 2024. Prior to that, Mr. Gregory was the Senior Vice President of Commercial Operations at Fenwal Inc. from March 2007 through November 2012 and held various management positions at Baxter International from June 1991 until February 2007, including Vice President, Global Marketing Pathogen Inactivation from August 1999 to December 2002 and Vice President, Business Development, Strategy and Global Marketing ROW from December 2002 to February 2007. Mr. Gregory holds a B.S. in Biology from the University of Illinois and an M.B.A. from Depaul University. The Nominating and Corporate Governance Committee and the Board concluded that Mr. Gregory should continue to serve on the Board, in part due to his deep leadership experience in the global blood transfusion and cell therapy industry. The Nominating and Corporate Governance Committee and the Board also considered Mr. Gregory’s broad experience across commercialization, product development, supply chain and manufacturing.

  6. Board Composition

    Board Composition We believe our Board collectively possesses a diversity of personal background, perspective, skills, experience, and business and professional background. Of the full Board as of April 23, 2025, nine members (90%) are independent as defined under the Nasdaq Stock Market, or Nasdaq, listing standards, four members (40%) self-identify as female and two members (20%) self-identify as racially/ethnically diverse. For more information on how the Nominating and Corporate Governance Committee considers Board composition, refer to “Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee.”

  7. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  8. 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” policies | | | √ | Maintain stock ownership guidelines for our Chief Executive Officer | |

  9. Executive Summary

    Response to 2024 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 92% of the votes cast in favor, which represented a slight increase compared to our 2023 annual meeting of stockholders where approximately 89% of the votes cast supported our say-on-pay proposal. Our 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 2024 say-on-pay vote. Our Compensation Committee continues to believe 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 us while also ensuring a critical link to stockholder returns. Our Compensation Committee continues to focus on designing an executive compensation program that aligns pay with our performance. For example, in 2024, our NEOs agreed to forego any bonus opportunity under our Bonus Plan for Senior Management of Cerus Corporation, or Bonus Plan, in order to support the potential achievement of our full-year 2024 non-GAAP adjusted EBITDA break-even goal, which we refer to herein as the “Adjusted EBITDA break-even goal,” with the caveat that our Compensation Committee retained discretion to award our NEOs fully discretionary bonuses. In early 2025, we paid discretionary 2024 bonuses to our NEOs in amounts below what their target bonus would have been under the Bonus Plan for 2024, based principally on the level of our achievement of our corporate performance goals established for our broad-based employee incentive bonus program (including achievement of our Adjusted EBITDA break-even goal) and each NEO’s contributions to such performance. Moreover, the 2024 discretionary bonuses were paid to our NEOs 75% in the form of immediately-vested RSUs, which further align the interests of our NEOs with those of our stockholders, and 25% in the form cash. Finally, in 2024, each of our NEOs forfeited the PRSUs with profitability-related performance conditions granted in 2021 and the PRSUs with regulatory approval conditions granted in 2022 because in both cases, we did not meet the rigorous goals set for such PRSUs. Our 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.

  10. Compensation Setting Process

    Our Compensation Committee regularly considers the appropriate pay scales for our NEOs and, as part of that process, considers compensation levels provided by comparable, or peer, companies to persons performing duties of similar scope and complexity as a reference point when making compensation-related decisions in order to ensure that total compensation is competitive with compensation paid within the industry and is appropriate given the executive’s level of responsibilities. Our Compensation Committee uses this assessment to assist it in making decisions regarding appropriate compensation levels for our executive positions, but our Compensation Committee recognizes that consideration of such comparative data alone is an imperfect tool for establishing competitive compensation packages as the job responsibilities of persons with similar titles may vary significantly from company to company, and a person’s title is not necessarily descriptive of a person’s duties. As part of its engagement with Alpine, our Compensation Committee requested that Alpine assist with updating the peer group we used for purposes of assisting our Compensation Committee in setting executive compensation levels for 2024. As a result, our Compensation Committee, working closely with Alpine, ultimately selected a peer group consisting of 18 companies based on the following selection criteria:  U.S.-based companies where we compete 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 $100 million and $800 million, representing a multiple of approximately 0.4x to 3.3x our trailing 30-day market capitalization as of the time of this peer group update. In applying these revised peer group selection criteria, our Compensation Committee approved removing from our 2023 peer group Dynavax Technologies Corporation, Heron Therapeutics, Inc., ImmunoGen, Inc., NanoString Technologies, Inc., Sangamo Therapeutics, Inc., and Veracyte, Inc., primarily based on their market capitalization falling outside the criteria described above. Our Compensation Committee approved adding the following four companies to the peer group based generally on the selection criteria described above: ADMA Biologics, Inc., BioLife Solutions, Inc., Codexis, Inc., OmniAb, Inc. and Rigel Pharmaceuticals, Inc. Thus, the following 18 peer group companies were selected by our Compensation Committee for use in setting executive compensation levels for 2024, which we refer to as the 2024 peers:

  11. Compensation Setting Process

    Alpine analyzed the most recent compensation practices of the revised peer group in order to assist our Compensation Committee in determining appropriate 2024 NEO compensation levels. Alpine prepared an extensive analysis of the compensation practices of the 18 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 $50 million and $500 million, a subset of what is included in the 2023 Radford Global Compensation Survey, which was provided to Alpine by us. Our 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 our Compensation Committee in February 2024, and also included anticipated 2024 compensation trends in its analysis. Our 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 us, in setting executive base salary, target bonus and long-term equity compensation awards for 2024.

  12. 2024 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% | 200,000 | 133,000 | | 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 |

  13. 2024 Executive Compensation Components and Decisions

    | Named Executive Officer | 2023 Base Salary ($) | Percentage Increase for 2024 | 2024 Base Salary ($) | Pay Relative to Peer Group After Increase (approx.) | | William M. Greenman | $770,000 | 0% | $770,000 | 50th—75th percentile | | Kevin D. Green | $488,119 | 0% | $488,119 | 50th—75th percentile | | Vivek Jayaraman | $548,402 | 0% | $548,402 | 50th—75th percentile | | Richard Benjamin | $493,076 | 0% | $493,076 | 25th—50th percentile | | Chrystal Jensen | $468,530 | 0% | $468,530 | 50th—75th percentile |

  14. 2024 Executive Compensation Components and Decisions

    2024 Annual Bonuses Typically, we provide short-term performance-based incentive compensation to our NEOs under the Bonus Plan, with each NEO’s cash incentive compensation contingent upon our performance and his or her individual contribution towards our corporate performance. However, at the beginning of 2024, our executive leadership team, including our NEOs, agreed to forego any bonus opportunity under our Bonus Plan in order to further our potential achievement of our Adjusted EBITDA break-even goal (as further described below). Our Compensation Committee retained and ultimately used its discretion to award fully-discretionary cash or equity bonuses to our executive team. Our Compensation Committee based the amounts of our NEOs’ discretionary bonus payments principally on the level of achievement of our corporate performance goals established for our broad-based employee incentive bonus program for 2024 and a subjective, non-formulaic evaluation of each NEO’s contributions to such performance. Our Compensation Committee determined to base the amounts of discretionary bonuses to our NEOs on the level of achievement of our corporate performance goals established for our broad-based employee incentive bonus program because it is a company-wide program with metrics set and funding certified annually by our Compensation Committee, and because metrics set for it are typically the same as those set for our executive leadership team under the Bonus Plan. The factors our Compensation Committee evaluated in determining the level of achievement of the corporate performance goals established for our broad-based employee incentive bonus program for 2024 are described below. Our 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 program participants with those of our stockholders. The performance goals were split between quantitative, qualitative and strategic goals and accounted for 70%, 25% and 5%, respectively, of total performance goals established for our broad-based employee incentive bonus program for 2024. In February 2025, our Compensation Committee determined a final achievement rate of 82% with respect to these performance goals for 2024 based on the level of achievement of the following objectives which were established in the first quarter of 2024. 2024 Quantitative Goals

  15. 2024 Executive Compensation Components and Decisions

    With respect to the development efforts on the LED Illuminator regulatory dossier goal, our Compensation Committee determined that we fully met the goal at 1.0x because we met our CE Mark submission target for the second half of 2024 and completed preparation for the initial roll out the of the Illuminators. With respect to the Red Cell Program progress goal, our Compensation Committee determined that our achievement was .67x because we reported positive results in the ReCePI Study readout, made progress on the RedeS Study enrollment targets and entered into a new agreement with BARDA for up to approximately $248 million in funding, but also, in Europe, our CE Mark review under the Medical Device Regulation (MDR) disappointingly concluded without an approval. Our Compensation Committee also determined that we met expectations with respect to the supply chain goals at 0.5x achievement, including achieving extension of the MN202 U.S. Kit shelf-life to 18 months and managing allocations with supply given issues with reduced production. 2024 Strategic Goals Other corporate strategic goals accounted for 5% of the potential payout under the broad-based employee incentive bonus program in 2024. Our Compensation Committee set out strategic initiatives at the beginning of 2024 that our Compensation Committee felt would advance our opportunities and growth. These areas related to progress in China, research and development initiatives and portfolio expansion. Our Compensation Committee determined that we met our strategic goals as a result of progress on the submission to the China National Medical Products Administration for regulatory approval, further efforts to advance the INTERCEPT red cell program operational ease of use and progress on a national partnership with the Brazilian government for INTERCEPT platelets, resulting in a 5% payout for 2024 from the strategic goals component. Determination of Discretionary 2024 NEO Bonuses In light of the fact that we exceeded the performance objective with respect to the Adjusted EBITDA break-even goal established for our broad-based employee incentive bonus program for 2024 and achieved certain key operational and strategic objectives as described above, our Compensation Committee determined to award fully discretionary bonuses to our executive leadership team, including our NEOs. Our Compensation Committee determined that it was appropriate to base the amount of the discretionary bonuses on the target bonuses as set forth below, which were the NEOs’ target bonuses in 2023, and our achievement of our corporate performance goals established for our broad-based employee incentive bonus program in 2024 and, in some cases, to further adjust the amounts paid in its sole discretion based on individual performance. In light of the executive leadership team’s agreement to forego any bonus opportunity under our Bonus Plan, our Compensation Committee did not make any adjustments to our NEO’s target bonuses for 2024.

  16. 2024 Executive Compensation Components and Decisions

    | Named Executive Officer | Target Bonus(1) (%) | 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 | 50th—75th percentile | | Richard Benjamin | 45% | $221,884 | 50th percentile | | Chrystal Jensen | 45% | $210,838 | 50th percentile |

  17. 2024 Executive Compensation Components and Decisions

    (1) As discussed above, our NEOs agreed to forego any bonus opportunity under our Bonus Plan, however the Compensation Committee based the amounts of the fully discretionary bonus ultimately awarded to the NEOs in part on the bonus targets in the table above, which were the NEOs’ bonus targets for 2023. Our Compensation Committee determined to award Mr. Greenman a bonus in the amount of 82% of his target amount, consistent with the 82% achievement rate of our corporate performance goals established for our broad-based employee incentive bonus program, because, as CEO, his performance contributed to each of the corporate goals. For each of our other NEOs, our Compensation Committee determined it was appropriate to calculate their bonus in an amount equal to 80% of their respective target amounts, except that it approved an increased amount (10% more) for Mr. Green and Ms. Jensen in recognition of their significant individual contributions to our performance. Specifically, our Compensation Committee subjectively determined that the increased amounts were appropriate with respect to Mr. Green, in light of his oversight of our operating budget, which resulted in our exceeding the Adjusted EBITDA break-even goal, and, with respect to Ms. Jensen, in respect of her oversight of the successful settlement of a dispute with a supplier and the closure of the U.S. Department of Justice Antitrust Division’s investigation without initiation of any claim against the Company relating to the matters investigated. To conserve cash and further align the interests of our NEOs with those of our stockholders, however, our Compensation Committee determined that (i) 75% of the amount of the 2024 bonus payment to each of the NEOs would be paid in the form of immediately vested RSUs, with the number of RSUs awarded determined by dividing the dollar value to be paid in RSUs by $2.00 (which represented a premium to the then-current trading price of the Company’s stock), and (ii) 25% of the amount of the 2024 bonus payment to each of the NEOs would be paid in cash. In making this determination, the Compensation Committee balanced (a) the goal of providing some portion of the bonus in the form of cash while at the same time conserving the Company’s cash and (b) the goal of providing close to the full bonus value to the NEOs without causing excessive dilution of stockholders’ interests. The table below reflects each NEO’s actual discretionary bonus amounts awarded and the portion paid in RSUs and cash.

  18. 2024 Executive Compensation Components and Decisions

    | Named Executive Officer | Target Bonus(1) ($) | 2024 Actual Bonus ($) | 2024 Actual Bonus (% of Target Bonus) | Value Paid in Cash ($) | Value Paid in RSUs ($) | | William M. Greenman | $539,000 | $441,980 | 82% | $110,495 | $331,485 | | Kevin D. Green | $244,059 | $214,772 | 88% | $53,693 | $161,079 | | Vivek Jayaraman | $301,621 | $241,297 | 80% | $60,324 | $180,973 | | Richard Benjamin | $221,884 | $177,508 | 80% | $44,377 | $133,131 | | Chrystal Jensen | $210,838 | $185,538 | 88% | $46,384 | $139,153 |

  19. 2024 Executive Compensation Components and Decisions

    (1) As discussed above, our NEOs agreed to forego any bonus opportunity under our Bonus Plan, however the Compensation Committee based the amounts of the fully discretionary bonus ultimately awarded to the NEOs in part on the bonus targets in the table above, which were the NEOs’ bonus targets for 2023. The portion of the discretionary bonus paid to each of the NEOs in cash is set forth in the “Bonus” column of the Summary Compensation Table for 2024 included in this Proxy Statement. Because the bonuses were approved in 2025, the RSUs were granted on March 6, 2025. Accordingly, pursuant to applicable SEC reporting rules, the grant date fair value of the portion of the 2024 discretionary bonus paid to each of the NEOs in RSUs will be included in the “Stock Awards” column of the Summary Compensation Table for 2025 included in the Company’s proxy statement relating to its 2026 annual meeting. The grant date fair value of the RSUs awarded to the NEOs was less than the amount shown in the table above under “Value Paid in RSUs” because the number of RSUs awarded was determined by dividing such amount by $2.00, which represented a premium to the market value of our common stock on the grant date. The grant date fair values of the RSUs awarded to Messrs. Greenman, Green, and Jayaraman, Dr. Benjamin and Ms. Jensen were $253,585, $123,226, $138,444, $101,844 and $106,453, respectively. 2024 Long-Term Incentive Compensation Our 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 the available share reserve under our equity plan; 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. In 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), which mix we retained in 2024. This 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. Our Compensation Committee eliminated options because it believed that the mix of RSUs and PRSUs would serve as a more effective tool to motivate and retain our executives, while managing our dilution and the available share reserve under our equity plan and aligning their interests with those of our stockholders. In order to make our annual long-term equity incentive awards within the available share reserve we have had to make lower than benchmarked awards in each of the last three years. Below, we summarize each type of award and why our Compensation Committee decided to grant each to our NEOs in 2024. In addition, we provide the details of each NEO’s 2024 equity awards. Time-Based RSUs Our 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 Our 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 2024, we granted PRSU awards that vest based on achievement of a robust revenue goal. Our 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. 2024 Equity Awards In February 2024, our Compensation Committee approved annual equity award grants to our NEOs. In 2024, our Compensation Committee determined to award the same number of RSUs and PRSUs to the NEOs other than Mr. Green as they awarded to them in 2023. Mr. Green received additional RSUs and PRSUs due to the increasing importance of our cash operations and Adjusted EBITDA as a metric of performance and his direct oversight and management of those metrics. As in 2023, the 2024 grant determinations 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, in 2023 and again in 2024, to make our annual long-term equity incentive awards within the constraints of our available share reserve under our equity plan, our Compensation Committee utilized a premium to the current trading price of our common stock to determine the resulting number of shares for each grant, which resulted in fewer 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. Our 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 2024 and the resulting grant date values, compared to our peer group data as reviewed by our Compensation Committee in February 2024, were as follows:

  20. 2024 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 | $2,092,800 | <50th percentile | | Kevin D. Green | 200,000 | 133,000 | $725,940 | <50th percentile | | Vivek Jayaraman | 240,000 | 160,000 | $872,000 | <25th percentile | | Richard Benjamin | 160,000 | 110,000 | $588,600 | <25th percentile | | Chrystal Jensen | 160,000 | 110,000 | $588,600 | <50th percentile |

  21. 2024 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. RSUs granted in 2024 were granted under the 2008 Plan. One-third of these RSUs vest on the first anniversary of the vesting commencement date and two-thirds of these RSUs vest on the second anniversary of the vesting commencement date, in each case subject to continued service with us on the applicable vesting date. Our Compensation Committee, on the recommendation of Alpine, determined to approve this shortening of the vesting schedule of the RSUs to two years to deliver more value per tranche in light of our Compensation Committee’s determination not to increase the size of the awards to the NEOs in 2024 and the fact that the then-current value of our NEOs’ unvested equity awards was significantly less than that of a market new hire award given our then-current stock price. The PRSUs vest, subject to continued service with us, upon the achievement of certain performance-based vesting conditions, including a revenue goal, during the performance period from March 1, 2024 through December 31, 2026. The specific revenue goal set by our Compensation Committee is not being disclosed at this time as it represents confidential 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, our Compensation Committee set a goal that they determined at the time they set it to be challenging but reasonably achievable. PRSUs Granted in 2021 and 2022 As discussed above under “2024 Long-Term Incentive Compensation,” 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 (the 2021 PRSUs) 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 “non-GAAP profitability goal”). As previously disclosed, the 2021 PRSUs that were eligible to vest based on the product revenue goal failed to vest and were forfeited. The 2021 PRSUs that were eligible to vest based on our achievement of the non-GAAP profitability goal would have vested had we achieved positive Non-GAAP Adjusted EBITDA in two consecutive fiscal quarters by the dates set forth below, as determined by our Compensation Committee.

  22. 2024 Executive Compensation Components and Decisions

    | Non-GAAP 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) |

  23. 2024 Executive Compensation Components and Decisions

    | Product Revenue Goal Achievement | Resulting Vesting as a Percentage of Target PRSUs | | <$178.5 million | 0% | | $178.5 million (Threshold) | 50% (Threshold) | | $210 million (Target) | 100% (Target) | | $225.75 million (Stretch) | 150% (Stretch) | | >$241.5 million (Maximum) | 200% (Maximum) |

  24. 2024 Executive Compensation Components and Decisions

    Our Compensation Committee determined that the 2022 product revenue goal PRSUs would automatically vest, without further action by our Compensation Committee, in accordance with our product revenue as reported in our Annual Report on Form 10-K for the year ended December 31, 2024 and that the vesting date for such PRSUs would be three trading days following the filing of such report. If our highest level of performance in the fiscal years ended December 31, 2024 had fallen between any two levels in the table above, the payout percentage would have been interpolated linearly, rounded up to the nearest percentage point, between the two levels. Our product revenue for the fiscal year ended December 31, 2024 was $180.27 million, which was between the threshold and target product revenue goals established for the 2022 PRSUs. Accordingly, the number of product revenue goal PRSUs granted to our NEOs in 2022 that vested represented 53% of the target number of such PRSUs, as set forth in the table below.

  25. 2024 Executive Compensation Components and Decisions

    | Development Goal Achievement Date | Resulting Vesting as a Percentage of Target PRSUs | | Later than 6/30/2025 | 0% | | Between 1/1/2025 and 6/30/2025 (Threshold) | 50% (Threshold) | | Between 7/1/2024 and 12/31/2024 (Target) | 100% (Target) | | On or before 6/30/2024 (Stretch) | 150% (Stretch) |

  26. 2024 Executive Compensation Components and Decisions

    In December 2024, our Compensation Committee determined that the 2022 development goal PRSUs would not meet the threshold vesting requirements and that such PRSUs would be deemed cancelled effective immediately. 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.

  27. 2024 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 Our 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, 2024. 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 Our 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 our 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.

  28. 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, 2024. These individuals represent the Company’s NEOs.

  29. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  30. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | ($) | ($)(1) | ($)(2) | ($) | ($)(3) | ($) | ($) | | William M. Greenman | 2024 | 770,000 | 110,495 | 2,092,800 | — | — | 2,322(4) | 2,975,617 | | President and | 2023 | 763,750 | — | 2,624,850 | — | 269,500 | 2,372 | 3,660,472 | | Chief Executive Officer | 2022 | 732,083 | — | 2,505,600 | 1,427,844 | 595,700 | 2,372 | 5,263,599 | | Kevin D. Green | 2024 | 488,119 | 53,693 | 725,940 | — | — | 1,242(5) | 1,268,994 | | Vice President, Finance | 2023 | 484,208 | — | 854,042 | — | 122,030 | 1,292 | 1,461,572 | | and Chief Financial Officer | 2022 | 464,689 | — | 806,400 | 459,536 | 269,873 | 13,930 | 2,014,428 | | Vivek Jayaraman | 2024 | 548,402 | 60,324 | 872,000 | — | — | 3,142(6) | 1,483,868 | | Chief Operating Officer | 2023 | 544,008 | — | 1,093,600 | — | 150,811 | 1,860 | 1,790,279 | | | 2022 | 522,079 | — | 1,036,800 | 590,832 | 333,524 | 6,067 | 2,489,302 | | Richard Benjamin | 2024 | 493,077 | 44,377 | 588,600 | — | — | 3,564(7) | 1,129,618 | | Chief Medical Officer | 2023 | 489,126 | — | 738,600 | — | 110,942 | 3,614 | 1,342,282 | | | 2022 | 470,773 | — | 604,800 | 344,652 | 245,353 | 3,614 | 1,669,192 | | Chrystal Jensen | 2024 | 468,530 | 46,384 | 588,600 | — | — | 1,242(8) | 1,104,756 | | Chief Legal Officer, General | 2023 | 464,776 | — | 738,600 | — | 105,419 | 1,292 | 1,310,087 | | Counsel and Secretary | 2022 | 446,900 | — | 604,800 | 344,652 | 233,139 | 12,122 | 1,641,613 |

  31. SUMMARY COMPENSATION TABLE

    (1) Amounts included in this column represent the cash portion of the discretionary bonus paid under to our NEOs in 2024. 25% of the amount of such discretionary bonuses was paid in the form of cash and 75% of the amount was paid in the form of immediately-vested RSUs, with the number of such RSUs determined by dividing 75% of the amount of the discretionary bonus by $2.00. In accordance with applicable SEC disclosure rules, the grant date fair value of such RSUs will be included in the “Stock Awards” column of the Summary Compensation Table for 2025 in our proxy statement relating to our 2026 annual meeting of stockholders. The grant date fair values of the such RSUs awarded to Messrs. Greenman, Green, and Jayaraman, Dr. Benjamin and Ms. Jensen were $253,585, $123,226, $138,444, $101,844 and $106,453, respectively. For additional detail with respect to the amount included for 2024, see the discussion in the section entitled, “2024 Executive Compensation Components and Decisions—2024 Annual Bonuses” within the “Compensation Discussion and Analysis” section of this proxy statement. (2) Amounts included in this column for 2024 represent the aggregate grant date fair value of RSU awards and PRSU awards granted in 2024 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, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025. 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 a revenue goal, 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 $1,678,600, $579,880, $697,600, $479,600 and $479,600, for Messrs. Greenman, Green, Jayaraman and Dr. 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 “2024 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (3) In 2024, our NEOs agreed to forego any bonus opportunity under our Bonus Plan. See “2024 Executive Compensation Components and Decisions—2024 Annual Bonuses.” (4) Represents group-term life insurance premiums in the amount of $2,322. (5) Represents group-term life insurance premiums in the amount of $1,242. (6) Represents group-term life insurance premiums in the amount of $1,242 and a remote employee stipend of $1,900.

  32. Alternative Summary Compensation Table

    | | 2024 Salary | 2024 Bonus | 2024 Stock Awards | 2024 All Other Compensation | 2024 Total Compensation | 2024 Summary Compensation Table Total | | Named Executive Officer | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | ($) | | William M. Greenman | $770,000 | $441,980 | $2,092,800 | $2,322 | $3,307,102 | $2,975,617 | | Kevin D. Green | $488,119 | $214,772 | $725,940 | $1,242 | $1,430,073 | $1,268,994 | | Vivek Jayaraman | $548,402 | $241,297 | $872,000 | $3,142 | $1,664,841 | $1,483,868 | | Richard Benjamin | $493,077 | $177,508 | $588,600 | $3,564 | $1,262,749 | $1,129,618 | | Chrystal Jensen | $468,530 | $185,538 | $588,600 | $1,242 | $1,243,910 | $1,104,756 |

  33. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 The following table summarizes grants of plan-based awards made to our NEOs in 2024. No non-equity incentive plan compensation is included in the table below because, at the beginning of 2024, our NEOs agreed to forego any bonus opportunity under our Bonus Plan. The bonuses paid to our NEOs for 2024 were fully discretionary. See the section entitled, “2024 Executive Compensation Components and Decisions—2024 Annual Bonuses” within the “Compensation Discussion and Analysis” section of this proxy statement.

  34. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date | Approval Date | Threshold | Target | Maximum | | | | | | | | (#) | (#) | (#) | | | | William M. Greenman | Annual PRSU Grant | 3/1/2024 | 2/14/2024 | 192,500 | 385,000 | 770,000 | | 839,300 | | | Annual RSU Grant | 3/1/2024 | 2/14/2024 | | | | 575,000 | 1,253,500 | | Kevin D. Green | Annual PRSU Grant | 3/1/2024 | 2/14/2024 | 66,500 | 133,000 | 266,000 | | 289,940 | | | Annual RSU Grant | 3/1/2024 | 2/14/2024 | | | | 200,000 | 436,000 | | Vivek Jayaraman | Annual PRSU Grant | 3/1/2024 | 2/14/2024 | 80,000 | 160,000 | 320,000 | | 348,800 | | | Annual RSU Grant | 3/1/2024 | 2/14/2024 | | | | 240,000 | 523,200 | | Richard Benjamin | Annual PRSU Grant | 3/1/2024 | 2/14/2024 | 55,000 | 110,000 | 220,000 | | 239,800 | | | Annual RSU Grant | 3/1/2024 | 2/14/2024 | | | | 160,000 | 348,800 | | Chrystal Jensen | Annual PRSU Grant | 3/1/2024 | 2/14/2024 | 55,000 | 110,000 | 220,000 | | 239,800 | | | Annual RSU Grant | 3/1/2024 | 2/14/2024 | | | | 160,000 | 348,800 |

  35. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    (1) RSUs and PRSUs were granted under the 2008 Plan. For a description of the terms of the PRSU and RSU awards granted in 2024, please see “2024 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (2) Represents the threshold, target and maximum payouts for PRSU awards granted in 2024 under the 2008 Plan that, in order to vest, require achievement of certain performance-based vesting conditions, including a revenue goal, subject to continued service with us through the end of the performance period. For additional detail, see the discussion in the section entitled “2024 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (3) 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 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year-end for the NEOs.

  37. OUTSTANDING EQUITY AWARDS AT 2024 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 | 500,000 | — | 4.46 | 3/1/2025 | 72,500(2) | 111,650 | 192,500(6) | 296,450 | | | 315,000 | — | 5.06 | 2/28/2026 | 383,333(3) | 590,333 | 192,500(7) | 296,450 | | | 400,000 | — | 4.33 | 2/28/2027 | 575,000(4) | 885,500 | 770,000(8) | 1,185,800 | | | 430,000 | — | 4.32 | 2/29/2028 | 57,637(5) | 88,761 | | | | | 632,500 | — | 5.105 | 3/1/2030 | | | | | | | 356,250 | 23,750(9) | 6.52 | 2/28/2031 | | | | | | | 299,062 | 135,938(10) | 5.76 | 2/28/2032 | | | | | | Kevin D. Green | 150,000 | — | 4.46 | 3/1/2025 | 23,333(2) | 35,933 | 63,600(6) | 97,944 | | | 90,000 | — | 5.06 | 2/28/2026 | 123,333(3) | 189,933 | 63,600(7) | 97,944 | | | 100,000 | — | 4.33 | 2/28/2027 | 200,000(4) | 308,000 | 266,000(8) | 409,640 | | | 95,000 | — | 4.32 | 2/29/2028 | 18,550(5) | 28,567 | | | | | 138,000 | — | 5.105 | 3/1/2030 | | | | | | | 121,875 | 8,125(9) | 6.52 | 2/28/2031 | | | | | | | 96,250 | 43,750(10) | 5.76 | 2/28/2032 | | | | | | Vivek Jayaraman | 250,000 | — | 6.36 | 8/31/2026 | 30,000(2) | 46,200 | 80,000(6) | 123,200 | | | 28,437 | — | 4.33 | 2/28/2027 | 160,000(3) | 246,400 | 80,000(7) | 123,200 | | | 41,563 | — | 4.32 | 2/29/2028 | 240,000(4) | 369,600 | 320,000(8) | 492,800 | | | 260,000 | — | 5.105 | 3/1/2030 | 23,850(5) | 36,729 | | | | | 140,625 | 9,375(9) | 6.52 | 2/28/2031 | | | | | | | 123,750 | 56,250(10) | 5.76 | 2/28/2032 | | | | | | Richard Benjamin | 45,000 | — | 5.06 | 2/28/2026 | 17,500(2) | 26,950 | 55,000(6) | 84,700 | | | 8,334 | — | 4.33 | 2/28/2027 | 106,666(3) | 164,266 | 55,000(7) | 84,700 | | | 31,667 | — | 4.32 | 2/29/2028 | 160,000(4) | 246,400 | 220,000(8) | 338,800 | | | 138,000 | — | 5.105 | 3/1/2030 | 13,912(5) | 21,424 | | | | | 93,750 | 6,250(9) | 6.52 | 2/28/2031 | | | | | | | 72,187 | 32,813(10) | 5.76 | 2/28/2032 | | | | | | Chrystal Jensen | 84,380 | — | 5.06 | 2/28/2026 | 17,500(2) | 26,950 | 55,000(6) | 84,700 | | | 6,250 | — | 4.33 | 2/28/2027 | 106,666(3) | 164,266 | 55,000(7) | 84,700 | | | 29,688 | — | 4.32 | 2/29/2028 | 160,000(4) | 246,400 | 220,000(8) | 338,800 | | | 138,000 | — | 5.105 | 3/1/2030 | 13,912(5) | 21,424 | | | | | 93,750 | 6,250(9) | 6.52 | 2/28/2031 | | | | | | | 72,187 | 32,813(10) | 5.76 | 2/28/2032 | | | | |

  38. OUTSTANDING EQUITY AWARDS AT 2024 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 $1.54, the closing price of our common stock on December 31, 2024, the last trading day of fiscal 2024. (2) 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 on March 12, 2025. (3) The shares subject to this RSU award vest in three equal annual installments commencing on the anniversary of March 12, 2023. The RSUs shown in the table vest in equal installments on March 12, 2025 and March 12, 2026. (4) The shares subject to this RSU award vest in two annual installments with 1/3 of the award vesting on March 12, 2025 and 2/3 of the award vesting on March 12, 2026. (5) The shares subject to this PRSU award vested on March 3, 2025. The number of PRSUs that vested was determined based on our achievement with respect to revenue targets over the performance period from March 1, 2022 through December 31, 2024, subject to continued service with us through the end of the performance period. See “Compensation Discussion and Analysis—2024 Executive Compensation Components and Decisions—PRSUs Granted in 2021 and 2022.” (6) 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. (7) 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. (8) The shares subject to this PRSU award vest, if at all, upon attainment of a revenue target over the performance period from March 1, 2024 through December 31, 2026, subject to continued service with us through the end of the performance period. The number and market value of the PRSUs reported reflect maximum performance. The PRSUs have a payout range of between 50% and 200%. The number of PRSUs that will vest is not yet determinable. (9) 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 three equal monthly installments through March 1, 2025. (10) 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 15 equal monthly installments through March 1, 2026.

  39. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 The following table shows for the fiscal year ended December 31, 2024, certain information regarding the vesting of RSUs awarded to our NEOs. None of our NEOs exercised options during the fiscal year ended December 31, 2024.

  40. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | William M. Greenman | 328,833 | 703,703 | | Kevin D. Green | 106,666 | 228,265 | | Vivek Jayaraman | 135,000 | 288,900 | | Richard Benjamin | 87,500 | 187,250 | | Chrystal Jensen | 87,500 | 187,250 |

  41. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    (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 2024

    NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024 The following table shows for the fiscal year ended December 31, 2024, 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 2024

    | 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 | 77,000 | — | 114,319 | — | 967,092 | | Kevin D. Green | — | — | — | — | — | | Vivek Jayaraman | — | — | — | — | — | | Richard Benjamin | — | — | — | — | — | | Chrystal Jensen | — | — | — | — | — |

  44. NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    (1) The amount reported in this column for Mr. Greenman include $77,000 that was reported in the “Salary” column of the “Summary Compensation Table” for 2024 and $0 that was reported in the “Bonus” column of the “Summary Compensation Table” for 2024. (2) The amount reported in this column for Mr. Greenman includes $77,000 that was reported in the “Summary Compensation Table” for 2024 and $708,351 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 31, 2024, the last business day of our 2024 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, RSUs, and/or PRSUs held by the NEOs, or to substitute for similar options, RSUs, or PRSUs, as applicable. 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 | 60,469(1) | 1,155,000(2) | 3,385,433(3) | 40,313(4) | 770,000(5) | 3,385,433(3) | 3,385,433(3) | | Kevin D. Green | 34,256(4) | 488,119(8) | 1,142,089(3) | 17,128(6) | 244,060(7) | 1,142,089(3) | 1,142,089(3) | | Vivek Jayaraman | 40,313(4) | 548,402(8) | 1,409,100(3) | | | | 1,409,100(3) | | Richard Benjamin | 24,917(4) | 493,076(8) | 943,891(3) | | | | 943,891(3) | | Chrystal Jensen | 24,983(4) | 468,530(8) | 943,891(3) | | | | 943,891(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, 2025. (2) Represents 18 months of the executive’s base salary as of December 31, 2024 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 $1.54 of our common stock on December 31, 2024, the last trading day of fiscal 2024, 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, 2024 had an exercise price less than $1.54, 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 31, 2024), 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 2022 and outstanding at December 31, 2024, that the awards would accelerate at target level of achievement with respect to PRSU awards granted in 2023 and outstanding as of December 31, 2024, and that the awards would accelerate at our actual level of achievement with respect to the PRSU awards granted in 2024 and outstanding as of December 31, 2024. The value of PRSU vesting acceleration is based on the closing price of $1.54 of our common stock on December 31, 2024, the last trading day of fiscal 2024. (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, 2025. (5) Represents the aggregate amount of the executive’s base salary as of December 31, 2024, 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, 2025. (7) Represents the aggregate amount of the executive’s base salary as of December 31, 2024, 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 31, 2024, 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 31, 2024, 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 $1.54 of our common stock on December 31, 2024, the last trading day of fiscal 2024, 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 31, 2024 had an exercise price less than $1.54, 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 31, 2024), 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 2022 and outstanding at December 31, 2024, that the awards would accelerate at target level of achievement with respect to PRSU awards granted in 2023 and outstanding as of December 31, 2024, and that the awards would accelerate at our actual level of achievement with respect to the PRSU awards granted in 2024 and outstanding as of December 31, 2024. The value of PRSU vesting acceleration is based on the closing price of $1.54 of our common stock on December 31, 2024, the last trading day of fiscal 2024. 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 2024 was $2,975,617 as disclosed in the Summary Compensation Table. Our median employee’s annual total compensation was $197,931. As a result, the ratio of these amounts was 15.03 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.  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, calculated in accordance with Topic 718. 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. Because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would significantly affect our pay ratio disclosure, we are using the same median employee in our pay ratio disclosure for 2024. We calculated that employee’s annual total compensation in 2024 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 $100 Investment Based On: | | Net Income (Loss) (thousands)(5) | Product Revenue (thousands)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | 2024 | 2,975,617 | 2,058,139 | 1,246,809 | 951,001 | 36.49 | 94.61 | (20,961) | 180,270 | | 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 | | 2024 | William M. Greenman | Kevin D. Green, Vivek Jayaraman, Richard Benjamin and Chrystal Jensen | | 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 ($)* | CAP ($) | | 2024 | PEO | 2,975,617 | 2,092,800 | 1,923,075 | (654,239) | — | (93,513) | — | 2,058,139 | | 2024 | Average Non-PEO NEOs | 1,246,809 | 693,785 | 638,234 | (211,571) | — | (28,687) | — | 951,001 |

  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) | 6.00 – 8.16 | | Historical volatility | 58.83 – 63.76% | | Risk-free interest rate | 3.51 – 4.52% | | 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, 2024.

  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee reviews director compensation on a periodic basis. For 2024, based the recommendation of Alpine in January 2024 that the Board’s current approach to equity grant sizes remains appropriate and that the Board hold off on increases to cash compensation in light of cash constraints on our business, 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. Consistent with Alpine’s recommendation and the methodology used in 2023, the number of shares subject to RSU awards was determined in 2024 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 2024, each non-employee director is 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 Mr. Gregory received an RSU grant covering 40,000 shares on the date of the 2024 Annual Meeting. All equity grants to our non-employee directors in 2024 were made pursuant to the terms of the 2024 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, 2024, 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 is 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 is 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. Accordingly, on July 1, 2024, the date he joined the Board, Mr. Gregroy received an RSU grant covering 60,000 shares. 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 2024, Dr. Shan provided certain consulting services related to our China joint venture.

  60. Director Compensation—Fiscal 2024

    Director Compensation—Fiscal 2024 The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of all non-employee directors of Cerus who served in such capacity during 2024. Mr. Greenman received no compensation for his service as a director and is not included in the table below.

  61. Director Compensation—Fiscal 2024

    | Name | Fees Earned or Paid in Cash | Option Awards | Stock Awards | All Other Compensation | Total | | | ($) | ($)(1) | ($)(1)(2) | ($)(3) | ($) | | Eric Bjerkholt | 54,750 | — | 75,600 | | 130,300 | | Dean Gregory(4) | 30,000 | | 102,000 | | 132,000 | | Ann Lucena | 71,000 | — | 75,600 | | 146,600 | | Timothy L. Moore(4) | 58,000 | — | 75,600 | | 133,600 | | Jami Dover Nachtsheim | 55,000 | — | 75,600 | | 130,600 | | Gail Schulze | 66,000 | — | 75,600 | | 141,600 | | Hua Shan, M.D., Ph.D. | 49,500 | — | 75,600 | 938 | 126,038 | | Daniel N. Swisher, Jr. | 99,000 | — | 75,600 | | 174,600 | | Frank Witney, Ph.D. | 66,000 | — | 75,600 | | 141,600 |

  62. Director Compensation—Fiscal 2024

    (1) The aggregate number of shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2024 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; 229,719 shares for Ms. Schulze; 58,074 shares for Dr. Shan; 172,350 shares for Mr. Swisher; and 229,719 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, 2024 was as follows: 40,000 shares for each of Mr. Bjerkholt, Mr. Moore, Ms. Lucena, Ms. Nachtsheim, Ms. Schulze, Mr. Swisher and Dr. Witney; 60,000 shares for Mr. Gregory; and 49,962 shares for Dr. Shan. (2) With respect to each director named in the table other than Mr. Gregroy, amounts included in this column represent the grant date fair value of the annual RSU awards for 2024 granted on June 5, 2024, the date of our 2024 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, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025. With respect to Mr. Gregory, the amount included in this column represents the grant date fair value of his initial RSU award granted on July 2, 2024, the date he joined our Board, calculated in accordance with Topic 718, using the assumptions discussed in Note 12 to our financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2025. (3) Reflects amounts paid to Dr. Shan for consulting services, as described above under “Director Compensation”. (4) Mr. Gregory and Mr. Moore earned additional annual cash retainers during a portion of 2024 of $15,000 and $10,000 per year, respectively, in each case pro-rated for the portion of the year during which he served, for their service on an ad hoc manufacturing and supply chain committee of the Board, of which Mr. Gregory is Chair.

  63. Changes to Director Compensation in 2025

    Changes to Director Compensation in 2025 In February 2025, the Compensation Committee approved changing the target value of RSUs granted annually from $200,000 using a $5.00 per share stock price, to $150,000 using $2.50 per share stock price. This change will result in our directors receiving an annual grant of 60,000 RSUs in 2025, rather than the 40,000 RSUs granted to them in 2024. Additionally, the Compensation Committee approved changing the target value of RSUs granted to new non-employee director joining the Board from $300,000 using a $5.00 per share stock price, to $225,000 using $2.50 per share stock price All other director compensation terms for 2025 remain consistent with those applicable to our directors in 2024. These changes were subsequently approved by our Board in April 2025.