DEF 14A of Cerus Corp
Filed Apr 22, 2026 · FY20250001020214-26-000011
INFORMATION ABOUT OUR BOARD OF DIRECTORS
INFORMATION ABOUT OUR BOARD OF DIRECTORS
Director Nominees and Continuing Directors
Director Nominees and Continuing Directors Summary information about our director nominees and continuing directors, including age, tenure and independence, as well as their key skills and experiences that are relevant to serving on our board, is provided in the charts below.
Director Nominees and Continuing Directors
| Name | Age | Director Since | Principal Position | Independent | Number of Other Current Public Boards | | 2026 Director Nominees | | | | | | | William M. Greenman | 59 | 2011 | President, Chief Executive Officer and Board Chair, Cerus Corporation | No | ― | | Ann Lucena | 39 | 2021 | Chief Executive Officer, Healthcare Advisory Hub, LLC | Yes | ― | | Continuing Directors | | | | | | | Eric Bjerkholt | 66 | 2018 | Chief Financial Officer, Mirum Pharmaceuticals, Inc. | Yes | 2 | | Dean Gregory | 57 | 2024 | Director, Cerus Corporation | Yes | ― | | Jami Dover Nachtsheim | 67 | 2019 | Director, Cerus Corporation | Yes | 1 | | Hua Shan, M.D. | 65 | 2022 | Professor and Medical Director of Transfusion Medicine Service, Stanford University Medical Center | Yes | ― | | Frank Witney, Ph.D. | 72 | 2014 | Operating Partner, Ampersand Capital Partners | Yes | 2 |
Director Nominees and Continuing Directors
The Nominating and Corporate Governance Committee of the Board is responsible for identifying, reviewing and evaluating candidates to serve as directors; reviewing, evaluating and considering the recommendation for nomination of incumbent directors; and recommending to the Board candidates for election to the Board. The Nominating and Corporate Governance Committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experience and other factors that contribute to our Board having an appropriate range of expertise, talents, experiences and viewpoints, and considers those diversity considerations, in view of the needs of the Board as a whole, when making decisions on director nominations.
Director Nominees and Continuing Directors
| Skills and Experience of Our Director Nominees and Continuing Directors | Number of Nominees and Continuing Directors with Applicable Skills and Experience (of Seven Total) | | | Accounting/financial reporting Experience or expertise in financial accounting and reporting or the financial management of a growing business | | | | Finance/capital management and allocation Experience or expertise in evaluating a growing company’s capital structure, financing strategy and cash deployment options | | | | Strategic planning Experience or expertise in driving strategic acquisitions, partnerships and other corporate development activities | | | | Corporate governance Experience or expertise in strong corporate governance, exhibiting accountability, transparency, fairness, and responsibility | | | | International markets Experience or expertise driving business success in international markets, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks | | | | Global Life Sciences Business Experience or expertise in the operation of a complex multinational biopharmaceutical or biomedical products business | | | | Public company board Experience as a board member of a publicly-traded company | | | | Senior leadership Experience serving in a senior leadership position in a major organization with a practical understanding and oversight of organizations, processes, strategic planning, and risk management | | | | Risk oversight/risk management Experience or expertise in the risk oversight, risk management, or compliance activities of a large or growing business | | | | Human capital management Experience or expertise in the management and development of human capital, including recruitment, talent development, retention, compensation, culture, and other human capital issues | | | | Sales/marketing Experience or expertise in cultivating a large or growing business’s brand equity and the development and management of business relationships with customers and partners | | | | Industry experience/regulatory/FDA Experience or expertise in the biopharmaceutical industry, in particular navigating regulatory matters or affairs, including the FDA regulatory process for drug/biologic/biomedical product development and marketing approval | | | | Product development Experience or expertise in developing a pharmaceutical/biologic/biomedical product from concept through the marketing approval of that product | | |
Director Nominees and Continuing Directors
In addition to being comprised of a highly qualified group of directors, our Board has a balance of new and experienced directors. All of our directors, other than Mr. Greenman, our current President, Chief Executive Officer and Board Chair, are independent within the meaning of the listing standards of Nasdaq. The charts below show makeup by independence, tenure, and age of our director nominees and continuing directors.
Director Nominees and Continuing Directors
| Independence | Tenure | Age | | | | | | 6 of 7 Independent | Average tenure: 7.4 years | Average Age: 61.3 |
Board of Directors
Board of Directors
Board Composition
Board Composition We believe our Board collectively possesses a variety of backgrounds, perspectives, skills, experiences, and tenures that support and enhance the Board's effectiveness. Of the director nominees and continuing directors as of April 22, 2026, six members (85.7%) are independent as defined under the Nasdaq Stock Market, or Nasdaq, listing standards, three members (42.9%) self-identify as female and two members (28.6%) 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.”
Director Biographies
Director Biographies The members of our Board of Directors and their ages as of April 22, 2026 are as follows:
Director Biographies
| Name | Age | Director Since | | Eric Bjerkholt | 66 | 2018 | | William M. Greenman | 59 | 2011 | | Dean Gregory | 57 | 2024 | | Ann Lucena | 39 | 2021 | | Jami Dover Nachtsheim | 67 | 2019 | | Hua Shan, M.D. | 65 | 2022 | | Frank Witney, Ph.D. | 72 | 2014 |
Director Biographies
Eric Bjerkholt 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 and commercializing 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 Therapeutics, Inc., a public genetic medicines company, since January 2025 and Surrozen, Inc., a public pharmaceutical company, since April 2023, 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. William M. Greenman has served as our President and Chief Executive Officer and a member of our Board since April 2011. In June 2025, Mr. Greenman was appointed Chair of the Board and on March 16, 2026, we announced that Vivek Jayaraman, our Chief Operating Officer, will be appointed as our next President and Chief Executive Officer, effective July 1, 2026, with Mr. Greenman serving as Executive Chairman of the Board from and after that date. 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, where he was also Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Subsequent to Aduro’s merger with Chinook Therapeutics, Mr. Greenman served on the Chinook Therapeutics board of directors, including as Chair of its Compensation Committee and a member of its Nominating and Corporate Governance Committee, 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. Dean Gregory 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. Ann Lucena 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 M.B.A. from Harvard Business School. Jami Dover Nachtsheim 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.
Director Biographies
Hua Shan, MD, PhD 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). Frank Witney, Ph.D. has served as a member of our Board since March 2014 and as Lead Independent Director of our Board since June 2025. 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.
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 eight members. There are three directors in the class whose term of office expires at the Annual Meeting, however, as we previously disclosed, Timothy Moore has notified us that he 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 eight to seven, 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, both Mr. Greenman and Ms. Lucena have been elected as directors of Cerus by our stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. It is our policy to invite directors and nominees for director to attend our annual meetings of stockholders. All of our directors attended our 2025 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 set forth under “Board of Directors—Director Biographies” above, as well as the information in the tables 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.
Nominees for Election for a Three-Year Term Expiring at THE 2029 ANNUAL MEETING
Nominees for Election for a Three-Year Term Expiring at THE 2029 ANNUAL MEETING
Nominees for Election for a Three-Year Term Expiring at THE 2029 ANNUAL MEETING
| Name(1) | Director Since | Key Skills and Expertise | Rationale for Nomination | | William M. Greenman | 2011 | Strategic planning – over 30 years of corporate development experience through his roles at Cerus and, earlier, his roles in Baxter’s Biotech Division. Global life sciences business – over 30 years of experience and expertise in the operation of complex multinational biopharmaceutical or biomedical products businesses developed through his roles at Cerus and, earlier, his roles in Baxter’s Biotech Division. Risk oversight/risk management – expertise and deep knowledge of the risks and opportunities facing Cerus gained through his risk oversight responsibilities as Cerus’s Chief Executive Officer. Industry experience/regulatory/FDA – broad depth of experience and historical knowledge regarding Cerus’ clinical, commercial and regulatory pathways as a result of his various executive roles at Cerus over the last 25-plus years, as well as an innovator in the field of transfusion as evidenced by his inventorship on several patents in the space. | 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. Through his long tenure with the Company, Mr. Greenman has also developed deep relationships with leading blood center customers globally and a strong understanding of blood center operations, which provides valuable insight into customer needs, adoption dynamics and the practical implementation of the Company’s technologies. In addition, as a result of his various executive roles at Cerus over more than 25 years, Mr. Greenman has a broad depth of experience and historical knowledge regarding Cerus’ clinical, commercial and regulatory pathways. | | Ann Lucena | 2021 | Senior healthcare provider leadership – extensive experience as a healthcare executive through her Chief Executive Officer roles at Healthcare Advisory Hub and San Ramon Regional Medical Center, which is particularly valuable as Cerus continues to grow and expand its product portfolio in blood centers and hospitals around the globe. Accounting/financial reporting – expertise gained through her formal education in finance and her service in executive capacities having financial oversight responsibilities, including in her role as Chief Executive Officer of San Ramon Regional Medical Center. Finance/capital management and allocation – experience and expertise gained through her Chief Executive Officer roles at Healthcare Advisory Hub and San Ramon Regional Medical Center. Risk oversight/risk management – experience and expertise in risk management gained through her risk oversight responsibilities as Chief Executive Officer at Healthcare Advisory Hub and Chief Executive Officer of San Ramon Regional Medical Center. | 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. |
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
Directors Continuing in Office Until THE 2027 ANNUAL MEETING
Directors Continuing in Office Until THE 2027 ANNUAL MEETING
Directors Continuing in Office Until THE 2027 ANNUAL MEETING
| Name(1) | Director Since | Key Skills and Expertise | Rationale for Continued Service | | Frank Witney, Ph.D. | 2014 | Strategic planning – extensive corporate strategy and development experience through his President and Chief Executive Officer roles at Affymetrix and Dionex. Global life sciences business – extensive experience and expertise in the operation of complex multinational biopharmaceutical or biomedical products businesses developed through his executive roles at Affymetrix and Dionex and his public company board service. Industry experience/regulatory/FDA – broad depth of experience with commercial and regulatory matters as a result of his executive roles at Affymetrix and Dionex. Senior leadership – extensive leadership experience in the life sciences industry, including in President, Chief Executive Officer, and director positions at public life sciences companies. | 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 | 2018 | Accounting/financial reporting – extensive experience actively overseeing the audit of public company financial statements and the work of independent registered public accounting firms in his roles as Chief Financial Officer at Sunesis, Aimmune Therapeutics, Chinook Therapeutics and, currently, Mirum Pharmaceuticals and his service on the audit committees of the boards of directors of multiple public companies. Global life sciences business – significant industry knowledge and operational and management expertise with respect to complex multinational biopharmaceutical or biomedical products businesses developed through experience in executive management positions in the biotechnology industry. Strategic planning – extensive corporate strategy and development experience through over 25 years in executive roles in the biotechnology industry. Public company boards – insight that enhances his value to our Board gained through experience on the boards of directors of other public companies. | 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 | 2024 | Accounting/financial reporting – expertise gained through profit and loss oversight responsibility in his role as President of Global Commercial Operations for Fresenius Kabi, Inc. Strategic planning – broad experience across commercialization, product development, supply chain and manufacturing through his roles as President of Global Commercial Operations for Fresenius Kabi, Inc., Senior Vice President of Commercial Operations at Fenwal Inc. and various leadership positions at Baxter International. Senior leadership – deep leadership experience in the global blood transfusion and cell therapy industry gained through his roles as President of Global Commercial Operations for Fresenius Kabi, Inc., his role as Senior Vice President of Commercial Operations at Fenwal Inc. and his leadership roles at Baxter International. Risk oversight/risk management – broad experience in oversight of risk management through his roles leading commercial operations at Fresenius Kabi, Inc. and Fenwal Inc., as well as through his leadership roles at Baxter International. | 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. |
Directors Continuing in Office Until THE 2028 ANNUAL MEETING
Directors Continuing in Office Until THE 2028 ANNUAL MEETING
Directors Continuing in Office Until THE 2028 ANNUAL MEETING
| Name(1) | Director Since | Key Skills and Expertise | Rationale for Continued Service | | Jami Dover Nachtsheim | 2019 | Sales/marketing – extensive experience bringing high technology products to market through her roles at Intel Corporation. International markets – extensive experience driving business success in markets around the world through her roles at Intel Corporation. Public company boards – insight that enhances her value to our Board gained through experience on the boards of directors of other public companies Senior leadership – leadership experience, including as Corporate Vice President of the Sales and Marketing Group and as Director of Worldwide Marketing at Intel Corporation and as Chair of the board of directors of Affymetrix. | 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, Ph.D. | 2022 | Industry experience/regulatory/FDA – extensive expertise and experience regarding international blood transfusion practice and safety Scientific – leading expert on international transfusion practice and blood transfusion safety, member of editorial boards of several leading international journals including Transfusion and Transfusion Medicine Review and has contributed to over one hundred publications in the field of blood transfusion practice. Research/discovery – extensive research experience, including as Principal Investigator for the NHLBI sponsored REDS-II and REDS-III studies. Government affairs/public policy – experience as director of Johns Hopkins University’s U.S. National Institutes of Health Fogarty International Blood Safety Program. | 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. |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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 | |
Executive Summary
Response to 2025 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 is unchanged from our 2024 annual meeting of stockholders where approximately 92% 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 2025 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 2025, the majority of our NEOs’ compensation was “at risk” in the form of incentive-based cash compensation and long-term equity compensation. See “―Executive Compensation Philosophy and Objectives―Component of Pay/Target Pay Positions/Mix of Pay”. In addition, in 2025, our NEOs once again participated in our Bonus Plan for Senior Management of Cerus Corporation, or our Bonus Plan, where they earned annual cash incentive bonuses based on our performance against financial and strategic goals set and communicated to them in the first quarter of the year. In 2024, our NEOs agreed to forego any bonus opportunity under our Bonus Plan in order to support the potential achievement of our full-year 2024 non-GAAP adjusted EBITDA break-even goal, with the caveat that our Compensation Committee retained discretion to award, and did award, our NEOs fully discretionary bonuses, a portion of which was paid in the form of fully-vested RSUs in 2025. 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.
Compensation Setting Process
Compensation Setting Process Overview When creating an executive’s overall compensation package, our Compensation Committee considers the different components of our compensation packages in light of the role the executive will play in achieving our near-term and longer-term goals, in addition to the objectives described above. Our Compensation Committee also considers the compensation packages provided to similarly situated executives at the companies we consider to be our peers. Performance-based cash compensation awards under our Bonus Plan are made based on the achievement of corporate performance goals designed to create incentives that we believe drive executive performance that increases stockholder value, and each executive officer’s contribution toward achieving our corporate performance goals. The corporate performance goals vary year-to-year, but generally include value-adding achievements such as meeting revenue targets and timely completion of clinical, development, regulatory, commercial, manufacturing, or other operational or strategic undertakings. Components of Pay/Target Pay Positions/Mix of Pay The components used to support our compensation objectives stated above are base salary, annual cash incentive awards under our Bonus Plan, equity awards and certain other benefits (discussed in greater detail below under “Executive Compensation Components and Decisions”). We use a combination of these pay elements to provide a competitive total compensation package to our executives. We do not specify a target percentage of the overall compensation to be represented by the various compensation elements. However, our Compensation Committee’s intention is that a significant percentage of each NEO’s total compensation package should be “at risk” in the form of performance-based cash incentive compensation and long-term equity compensation. Our Compensation Committee believes that having a significant portion of our executives’ compensation package be “at risk” has contributed to cultivating a culture in which our NEOs aggressively pursue our corporate performance goals as they know that their take home pay, to a large extent, depends upon our corporate performance and, to some extent, their contribution to that performance. At the same time, a significant portion of the “at risk” compensation is in the form of long-term equity incentives, which is designed to mitigate any risk that our executives will pursue short-term outcomes at the expense of long-term stockholder value. Employees in more senior roles have an increasing proportion of their potential compensation “at risk” and tied to performance because they are in a position to have greater influence on achieving our performance results. For example, approximately 43% of our Chief Executive Officer’s total potential 2025 cash compensation was “at risk,” and over 75% of his total 2025 compensation was “at risk”. For purposes of calculating the potential total 2025 compensation “at risk,” we included the target Bonus Plan compensation as reported in the Grants of Plan-Based Awards Table and, with respect to total compensation, the grant date fair value of each equity award granted during 2025 (other than fully-vested RSUs granted in respect of a portion of the 2024 discretionary bonus awarded to Mr. Greenman), calculated in accordance with Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation as reported in the Grants of Plan-Based Awards Table. Role of our Chief Executive Officer in Executive Officer Compensation Decisions Our Chief Executive Officer does not participate in setting his own compensation and is specifically excluded from any discussions or deliberations related to his compensation package. However, our Chief Executive Officer recommends proposed corporate performance goals and their relative weighting for the upcoming fiscal year to our Compensation Committee for its consideration and ultimate approval. Our Chief Executive Officer also provides input on the level of attainment of the prior year’s corporate performance goals for purposes of determining the level of achievement of our corporate performance goals. Our Chief Executive Officer also regularly provides input to our Compensation Committee during the course of the year regarding the performance of our other NEOs. Compensation Committee Decision-Making Process Typically, our Compensation Committee meets at least twice per year to make compensation decisions for our NEOs, with greater frequency if necessary. Our Compensation Committee also meets and confers regularly in executive session without the presence of our executive team. From time to time, various members of our management and other employees, as well as outside advisors or consultants, may be invited by our Compensation Committee to make presentations, provide financial or other background information or advice, or otherwise participate in Compensation Committee meetings. The charter of our Compensation Committee grants our Compensation Committee full access to all of our books, records, facilities and personnel, as well as the authority, in its sole discretion, to retain (or obtain the advice of) any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties, all at our expense. As part of its deliberations, our Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, and tax and accounting information. Prior to each meeting where compensation decisions are to be made with respect to our executive officers, our Compensation Committee is provided with tally sheets that set forth our executive officers’ historical base salary and bonus information covering the past ten years, or period of actual employment if shorter, as well as each executive officer’s: (1) equity grant history; (2) vested and unvested potential gain on equity awards using projected stock prices at various points in time in the future; and (3) in some years, stock option exercise history, in each case during such ten year period, or any shorter period of actual employment. In 2025, the tally sheets were reviewed for the purposes of a subjective evaluation as to whether 2025 compensation levels were appropriate in light of the compensation levels in effect for prior years and whether each executive officer’s compensation was generally reflective of his or her level of experience and responsibilities. In determining 2025 compensation for our NEOs, our Compensation Committee considered the recommendations of our Chief Executive Officer with respect to the compensation of our other NEOs as stated above under the heading “Role of the Chief Executive Officer in Executive Officer Compensation Decisions,” as well as each NEO’s individual performance during the preceding year and the reports and market data analysis described below under the heading “Use of Peer Group and Survey Data.” Our Compensation Committee approves the compensation packages for all executive officers, including the allocation of base salary, short-term performance-based cash incentive compensation and long-term equity incentive compensation, and the applicable target award levels as a percentage of base salary related to the short-term performance-based cash incentive compensation. Historically, our Compensation Committee has made its most
Compensation Setting Process
significant adjustments to annual base compensation, determined cash and equity awards and established new performance objectives at one or more meetings held during the first and fourth quarters of the year. Generally, adjustments to the base salary of our executive officers are determined by our Compensation Committee in February of each year, with the adjustments becoming effective March 1st. As discussed more fully below, annual short-term performance-based cash awards are generally paid in the first quarter of the year following the year in which performance is achieved, although they may be paid later if so determined by the Compensation Committee. Our Compensation Committee generally awards annual equity awards in the first quarter of each year concurrent with the determination of cash compensation. While in the past we granted option awards as part of our long-term incentive compensation, currently our long-term incentive compensation is (and in 2025 it was) comprised entirely of RSUs and PRSUs and does not (and did not in 2025) include options. The timing of our annual equity awards was selected so our Compensation Committee could review concurrently all components of executive compensation (base salary, Bonus Plan targets and corporate performance goal attainment levels and long-term equity incentive awards) and make compensation determinations based upon the totality of the annual compensation package for each executive. Our general policy is to grant equity awards on fixed dates determined in advance, although there are occasions when grants are made on other dates. We do not, and during 2025 we did not, purposely accelerate or delay the public release of material information in consideration of any pending equity award grant, or otherwise time the disclosure of material nonpublic information, for the purpose of affecting the value of executive compensation. Other than equity award grants to new hires, and except as previously described, equity award grants to executive officers are generally approved once a year (typically in the first quarter of the year) unless an executive officer is promoted, in which case a grant will normally be made at the time of such promotion, or, in rare circumstances, for recognition of outstanding performance or for retention purposes. All required approvals are obtained in advance of or on the actual grant date. Generally, the Compensation Committee’s process for determining Bonus Plan award opportunities involves two related elements: the determination of target award levels and the establishment of corporate performance goals for the current year. Mr. Greenman’s target level for his short-term performance-based cash incentive compensation is determined by the Compensation Committee in consultation with the Compensation Committee’s compensation consultant. For the remaining NEOs, the applicable target level of base salary for the short-term incentive cash compensation award is recommended by the Chief Executive Officer. The Chief Executive Officer’s recommendations are reviewed by the Compensation Committee, and the Compensation Committee either approves the bonus target levels as recommended or may modify the target levels of Bonus Plan awards after considering the peer group data provided by the Compensation Committee’s compensation consultant. Bonus Plan compensation, combined with annual equity compensation, has historically resulted in more than 50% of our NEOs’ total potential compensation being “at risk.” At or prior to the beginning of each year, the corporate performance goals are reviewed and approved by the Compensation Committee and the full Board. Typically, each of our NEO’s short-term incentive cash compensation package is tied to our corporate performance in that corporate performance determines the amount by which the bonus pool is funded, with the Compensation Committee considering each NEO’s individual contribution towards the achievement of our corporate performance goals for the performance year before approving actual individual bonus payouts. Shortly after the end of each year, our Compensation Committee meets with our Chief Executive Officer to discuss and evaluate each of the corporate performance goals for the preceding year, whether such goals were attained and, if so, at what level. Our Compensation Committee also reviews with our Chief Executive Officer the individual performance of each of our NEOs, other than our Chief Executive Officer, and each individual’s contribution towards the achievement of our corporate performance goals. Our Compensation Committee then meets in executive session without the presence of our Chief Executive Officer to review and evaluate our Chief Executive Officer’s performance for the preceding year. Although compensation packages are reviewed on an annual basis, generally in the first quarter, our Chief Executive Officer and Compensation Committee regularly discuss the performance of our executive officers throughout the year. Our Compensation Committee considers this ongoing feedback along with its annual review of all the NEOs’ individual performance when determining the appropriate levels of base salary and long-term equity incentive compensation awards for the following year. Throughout the year, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. Role of Compensation Consultant Our Compensation Committee has engaged Alpine as its compensation consultant since October 2022. Alpine is an independent consulting firm that specializes in executive compensation consulting. With respect to compensation decisions for 2025, Alpine generally provided analysis and recommendations to the Compensation Committee regarding: trends and emerging topics with respect to executive compensation; peer group selection; compensation practices of our peer group; compensation programs for executives and broad-based employees; and stock utilization and other metrics. As previously discussed, our Compensation Committee regularly meets in executive session to discuss executive compensation issues. Alpine may be asked to participate in, and has in the past attended, meetings of our Compensation Committee. Alpine reports directly to our Compensation Committee rather than to management, although it has in the past met with management for purposes of gathering information for its analyses and recommendations and may continue to do so in the future. Use of Peer Group and Survey Data 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.
Compensation Setting Process
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 2025. As a result, our Compensation Committee, working closely with Alpine, ultimately selected a peer group consisting of 20 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 $1 billion, representing a multiple of approximately 0.3x to 3.0x 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 2025 peer group ADMA Biologics, Inc. and Coherus BioSciences, Inc, primarily based on their market capitalization falling outside the criteria described above. In addition, Invitae Corporation, which was included in our 2024 peer group, was acquired by Labcorp in August 2024 and was, accordingly, removed from our 2025 peer group. Our Compensation Committee approved adding the following five companies to the peer group based generally on the selection criteria described above: Akebia Therapeutics, Inc., Ardelyx, Inc., Dynavax Technologies Corp, Heron Therapeutics, Inc. and Innoviva, Inc. Thus, the following 20 peer group companies were selected by our Compensation Committee for use in setting executive compensation levels for 2025, which we refer to as the 2025 peers:
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 2025 NEO compensation levels. Alpine prepared an extensive analysis of the compensation practices of the 20 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 2024 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 2025, and also included anticipated 2025 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 2025.
2025 Executive Compensation Components and Decisions
| Name | Annual Base Salary | Incentive Bonus Target | Number of Time-Based RSU Shares Awarded(1) | Number of Performance-Based RSU Shares Awarded (Target) | | William M. Greenman | $800,000 | 75% | 975,000 | 325,000 | | Kevin D. Green | $512,524 | 50% | 392,500 | 127,500 | | Vivek Jayaraman | $570,338 | 55% | 545,000 | 175,000 | | Richard Benjamin | $512,799 | 45% | 300,000 | 100,000 | | Chrystal Jensen | $491,956 | 45% | 385,000 | 125,000 |
2025 Executive Compensation Components and Decisions
| Named Executive Officer | 2024 Base Salary ($) | Percentage Increase for 2025 | 2025 Base Salary ($) | Pay Relative to Peer Group After Increase (approx.) | | William M. Greenman | $770,000 | 3.9% | $800,000 | >75th percentile | | Kevin D. Green | $488,119 | 5% | $512,524 | >75th percentile | | Vivek Jayaraman | $548,402 | 4% | $570,338 | 50th—75th percentile | | Richard Benjamin | $493,076 | 4% | $512,799 | 25th—50th percentile | | Chrystal Jensen | $468,530 | 5% | $491,956 | 50th—75th percentile |
2025 Executive Compensation Components and Decisions
2025 Annual Bonuses Typically, we provide short-term performance-based incentive compensation to our NEOs under the Bonus Plan. Each NEO’s cash incentive compensation is contingent upon our performance and his or her individual contribution towards our corporate performance. The Bonus Plan is funded based upon the achievement of corporate performance objectives that are specified at the beginning of the performance period. However, when determining payouts under the Bonus Plan, our Compensation Committee may take into account significant corporate events and other significant accomplishments that were not contemplated at the beginning of the performance period in determining the extent to which the goals were satisfied. Likewise, our Compensation Committee may modify or otherwise change the corporate performance objectives during the applicable calendar year to take into account circumstances then existing; however, no modifications were made for our Bonus Plan for 2025. In determining the actual individual Bonus Plan payouts, our Compensation Committee may also exercise its discretion to increase or reduce the bonuses actually paid under the Bonus Plan above or below the level of attainment of our corporate performance objectives used to determine the funding of the Bonus Plan. However, in no event can aggregate payments under the Bonus Plan exceed the amount by which the Bonus Plan is funded. Per the Bonus Plan, the bonus pool is funded based upon the product of (a) the participants’ bonus target percentage multiplied by their bonus year base pay and (b) the final payout rate calculated based upon achievement of the pre-specified goals. In light of the executive leadership team’s agreement to forego any bonus opportunity under our Bonus Plan in 2024, our Compensation Committee did not make any adjustments to our NEOs’ target bonuses in 2024. At the beginning of 2025, our Compensation Committee, with input from our Chief Executive Officer (except with respect to his own target bonus percentage), determined to maintain the target bonus percentages that were in effect for 2023 for each of our NEOs other than Mr. Greenman. With respect to Mr. Greenman, our Compensation Committee determined to increase his target bonus percentage from 70% of his base salary to 75% of his base salary to align his target bonus with the market 50th percentile. The factors our Compensation Committee evaluated in determining the level of achievement of the corporate performance goals and the payouts under the Bonus Plan 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 our NEOs with those of our stockholders.
2025 Executive Compensation Components and Decisions
| Named Executive Officer | 2025 Target Bonus (%) | 2025 Target Bonus ($) | Target Bonus (%) Relative to Peer Group (approx.) | | William M. Greenman | 75% | $600,000 | 50th percentile | | Kevin D. Green | 50% | $256,262 | 50th percentile | | Vivek Jayaraman | 55% | $313,686 | >50th percentile | | Richard Benjamin | 45% | $230,760 | <50th percentile | | Chrystal Jensen | 45% | $221,380 | 50th percentile |
2025 Executive Compensation Components and Decisions
With respect to the LED Illuminator goals, our Compensation Committee determined that we exceeded the goal at 1.33x because we delivered against our launch targets for the full year after receiving a CE Certificate of Conformity for the illuminators in the first half of the year, which was earlier than anticipated, and successfully completed a study to support our PMA submission to the FDA. With respect to the Red Cell Program progress goal, our Compensation Committee determined that we fully met the goal at 1.0x because we resubmitted our MDR application in the first half of 2025 and, despite some setbacks, were able to successfully navigate complexities with our Competent Authority, completed enrollment in the RedeS study, and delivered against aggressive timelines for the development and configuration of a dosing device prototype. Our Compensation Committee also determined that we fully met the supply chain goals at 1.0x achievement by driving our manufacturing strategy to conclusion and accelerating our computer aided design program ahead of plan. 2025 Strategic Goals Other corporate strategic goals accounted for 5% of the potential payout under the Bonus Plan in 2025. Our Compensation Committee set out strategic initiatives at the beginning of 2025 that our Compensation Committee felt would advance our opportunities and growth. These areas related to progress in China, portfolio expansion, the transition of our IFC business model to kits, and supply self-sufficiency. Our Compensation Committee determined that, notwithstanding delays in the submissions to the National Medical Products Administration in China and FIOCRUZ in Brazil, we met our strategic goals as a result of the execution of our plans in Germany, our successful transition to a kit model for IFC, and achievement of supply self-sufficiency, resulting in a 5% payout for 2025 from the strategic goals component. Calculation of 2025 Bonus Plan Payouts Based on the above results, the bonus pool was funded at 123.75%, however the Compensation Committee determined that it would allocate the pool based on a standard full achievement of 120%, with the remaining 3.75% of the bonus pool being allocated based on exceptional performance after considering each individual’s contributions toward achievement of our corporate performance score.
2025 Executive Compensation Components and Decisions
| Named Executive Officer | 2025 Target Bonus ($) | Bonus Achievement (%) | 2025 Actual Bonus ($) | | William M. Greenman | $600,000 | 126% | $756,000 | | Kevin D. Green | $256,262 | 126% | $322,890 | | Vivek Jayaraman | $313,686 | 126% | $395,244 | | Richard Benjamin | $230,760 | 120% | $276,911 | | Chrystal Jensen | $221,380 | 120% | $265,656 |
2025 Executive Compensation Components and Decisions
2025 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 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 and PRSU awards, which mix we retained in 2024 and 2025. Our Compensation Committee eliminated options in 2023 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 our executives’ interests with those of our stockholders. In 2025, the portion of the annual equity award granted in the form of RSUs was 75% and the portion of the annual equity award granted in the form of PRSUs was 25%. The Compensation Committee increased the proportion of the award granted in the form of RSUs from 60% to 75% in 2025 on the recommendation of Alpine to enhance retention. 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 four years. Below, we summarize each type of award and why our Compensation Committee decided to grant each to our NEOs in 2025. In addition, we provide the details of each NEO’s 2025 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 2025, 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. 2025 Equity Awards In February 2025, our Compensation Committee approved annual equity award grants to our NEOs. The 2025 grant determinations referenced the 50th 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, as in 2023 and 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. As discussed above, Our Compensation Committee determined that approximately 75% of the annual equity awards would be granted in the form of time-based RSU awards and approximately 25% would be granted in the form of PRSU awards. The equity awards granted to our NEOs in 2025 and the resulting grant date values, compared to our peer group data as reviewed by our Compensation Committee in February 2025, were as follows:
2025 Executive Compensation Components and Decisions
| Named Executive Officer | Time-Based RSU Shares(1) | PRSU Shares (Target) | Aggregate Grant Date Fair Value (RSU + PRSU)(1)(2) | Aggregate Grant Date Value Relative to Peer Group | | William M. Greenman | 975,000 | 325,000 | $2,242,585 | <50th percentile | | Kevin D. Green | 392,500 | 127,500 | $918,826 | <50th percentile | | Vivek Jayaraman | 545,000 | 175,000 | $1,240,044 | <50th percentile | | Richard Benjamin | 300,000 | 100,000 | $713,844 | <50th percentile | | Chrystal Jensen | 385,000 | 125,000 | $886,753 | <50th percentile |
2025 Executive Compensation Components and Decisions
(1) Does not include 165,752, 80,540, 90,486, 66,565, and 69,577 fully-vested RSUs received by Messrs. Greenman, Green, and Jayaraman, Dr. Benjamin, and Ms. Jensen, respectively, in March 2025 in payment of a portion of their discretionary bonuses earned for their performance in 2024. (2) Reflects the aggregate grant date fair value of the time-based RSUs and PRSUs granted as part of the 2025 annual long-term incentive awards as reported in our Summary Compensation Table and Grants of Plan-Based Awards Table in accordance with applicable accounting standards and SEC rules. Does not include the grant date fair value of the fully-vested RSUs received by Messrs. Greenman, Green, and Jayaraman, Dr. Benjamin, and Ms. Jensen in March 2025 in payment of a portion of their discretionary bonuses earned for their performance in 2024 and reported in our Summary Compensation Table and Grants of Plan-Based Awards table as 2025 compensation in accordance with SEC rules. RSUs granted in 2025 were granted under the 2024 Plan. These RSUs vest as to 34% on the first anniversary of the vesting commencement date and 66% 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 two-year vesting schedule to deliver more value per tranche in light of 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, 2025 through December 31, 2027. 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 2023 As discussed above under “2025 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 2023 (the 2023 PRSUs) was based on two equally weighted performance metrics: 12-month product revenue for fiscal years ending during the performance period from March 1, 2023 to December 31, 2025 (the “product revenue goal”) and completion of enrollment in the RedeS study between March 1, 2023 and June 30, 2026 (the “development goal”). The 2023 product revenue goal PRSUs were eligible to vest based on our achievement of 12-month product revenue, as reflected in the Company’s audited financial statements for the fiscal year ended December 31, 2025, in the amounts set forth in the table below.
2025 Executive Compensation Components and Decisions
| Product Revenue Goal Achievement | Resulting Vesting as a Percentage of Target PRSUs | | <$180 million | 0% | | $180 million (Threshold) | 90% (Threshold) | | $205 million (Target) | 100% (Target) | | $230 million (Stretch) | 110% (Stretch) |
2025 Executive Compensation Components and Decisions
| Development Goal Achievement Date | Resulting Vesting as a Percentage of Target PRSUs | | Later than 6/30/2026 | 0% | | Between 1/1/2026 and 6/30/2026 (Threshold) | 90% (Threshold) | | Between 7/1/2025 and 12/31/2025 (Target) | 100% (Target) | | On or before 6/30/2025 (Stretch) | 110% (Stretch) |
2025 Executive Compensation Components and Decisions
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 During 2025, Mr. Green, Mr. Jayaraman, Dr. Benjamin and Ms. Jensen were 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 “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, during 2025, Mr. Greenman and Mr. Green were 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. In addition, as described below under “―Executive Compensation Actions Taken in 2026,” in April 2026, the Board, upon the recommendation of the Compensation Committee, approved a new severance plan and Mr. Jayaraman, Mr. Green, Dr. Benjamin and Ms. Jensen became eligible for the change of control and severance benefits thereunder. 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.
2025 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, 2025. 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.
Executive Compensation Actions Taken in 2026
| Annual Base Salary | Cash Incentive Bonus Target(1) | Promotion Award – Time-Based RSU Portion(2)(3) | Promotion Award – Performance-Based RSU Portion (Target)(3)(4) | Achievement Award (Target)(3)(5) | | | Blended: | | | | | $740,000 | 55% of base salary earned as COO and 80% of base salary earned as President and CEO | $1,500,000 | $500,000 | $1,000,000 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth certain summary information for the year indicated with respect to the compensation earned by our principal executive officer, our principal financial officer and our three other most highly compensated executive officers at December 31, 2025. These individuals represent the Company’s NEOs.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | ($) | ($) | ($)(1) | ($) | ($)(2) | ($) | ($) | | William M. Greenman | 2025 | 793,750 | — | 2,242,585 | — | 756,000 | 2,322(3) | 3,794,657 | | President and | 2024 | 770,000 | 110,495 | 2,092,800 | — | — | 2,322 | 2,975,617 | | Chief Executive Officer | 2023 | 763,750 | — | 2,624,850 | — | 269,500 | 2,372 | 3,660,472 | | Kevin D. Green | 2025 | 507,440 | — | 918,826 | — | 322,890 | 1,242(4) | 1,750,398 | | Chief Financial Officer | 2024 | 488,119 | 53,693 | 725,940 | — | — | 1,242 | 1,268,994 | | | 2023 | 484,208 | — | 854,042 | — | 122,030 | 1,292 | 1,461,572 | | Vivek Jayaraman | 2025 | 565,768 | — | 1,240,044 | — | 395,244 | 3,142(5) | 2,204,198 | | Chief Operating Officer | 2024 | 548,402 | 60,324 | 872,000 | — | — | 3,142 | 1,483,868 | | | 2023 | 544,008 | — | 1,093,600 | — | 150,811 | 1,860 | 1,790,279 | | Richard Benjamin | 2025 | 508,690 | — | 713,844 | — | 276,911 | 7,108(6) | 1,506,553 | | Chief Medical Officer | 2024 | 493,077 | 44,377 | 588,600 | — | — | 3,564 | 1,129,618 | | | 2023 | 489,126 | — | 738,600 | — | 110,942 | 3,614 | 1,342,282 | | Chrystal Jensen | 2025 | 487,076 | — | 866,753 | — | 265,656 | 2,772(7) | 1,622,257 | | Chief Legal Officer, General | 2024 | 468,530 | 46,384 | 588,600 | — | — | 1,242 | 1,104,756 | | Counsel and Secretary | 2023 | 464,776 | — | 738,600 | — | 105,419 | 1,292 | 1,310,087 |
SUMMARY COMPENSATION TABLE
(1) Amounts included in this column for 2025 represent the aggregate grant date fair value of RSU awards and PRSU awards granted in 2025 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, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2026. 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 $994,500, $390,150, $535,500, $306,000 and $382,500, 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 “2025 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. In addition to the aggregate grant date fair value of the 2025 annual long-term incentive awards, amounts in this column for 2025 include the equity portion of discretionary bonus paid to our NEOs for their performance 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. The grant date fair values of 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. (2) Amounts included in this column represent the cash bonus paid under our Bonus Plan. For additional detail with respect to the amount included for 2025, see the discussion in the section entitled, “Bonus Plan for 2025” within the “Compensation Discussion and Analysis” section of this proxy statement. (3) Represents group-term life insurance premiums in the amount of $2,322. (4) Represents group-term life insurance premiums in the amount of $1,242. (5) Represents group-term life insurance premiums in the amount of $1,242 and a remote employee stipend of $1,900. (6) Represents group-term life insurance premiums in the amount of $6,858 and gym reimbursement of $250. Represents group-term life insurance premiums in the amount of $2,322 and cell phone stipend of $450.
Alternative Summary Compensation Table
| | | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total Compensation | Summary Compensation Table Total | | Named Executive Officer | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ($) | | William M. Greenman | 2025 | $793,750 | ― | $1,989,000 | $756,000 | $2,322 | $3,541,072 | $3,794,657 | | | 2024 | $770,000 | $441,980 | $2,092,800 | ― | $2,322 | $3,307,102 | $2,975,617 | | Kevin D. Green | 2025 | $507,440 | ― | $795,600 | $322,890 | $1,242 | $1,627,172 | $1,750,398 | | | 2024 | $488,119 | $214,772 | $725,940 | ― | $1,242 | $1,430,073 | $1,268,994 | | Vivek Jayaraman | 2025 | $565,768 | ― | $1,101,600 | $395,244 | $3,142 | $2,065,754 | $2,204,198 | | | 2024 | $548,402 | $241,297 | $872,000 | ― | $3,142 | $1,664,841 | $1,483,868 | | Richard Benjamin | 2025 | $508,690 | ― | $612,000 | $276,911 | $7,108 | $1,404,709 | $1,506,553 | | | 2024 | $493,077 | $177,508 | $588,600 | ― | $3,564 | $1,262,749 | $1,129,618 | | Chrystal Jensen | 2025 | $487,076 | ― | $760,300 | $265,656 | $2,772 | $1,515,804 | $1,622,257 | | | 2024 | $468,530 | $185,538 | $588,600 | ― | $1,242 | $1,243,910 | $1,104,756 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 The following table summarizes grants of plan-based awards made to our NEOs in 2025.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award Type | Grant Date | Approval Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | | | | William M. Greenman | Cash | | 2/13/2026 | — | 600,000 | — | | | | | | | | Annual PRSU Grant | 3/6/2025 | 2/14/2025 | | | | 162,500 | 325,000 | 650,000 | | 497,250 | | | Annual RSU Grant | 3/6/2025 | 2/14/2025 | | | | | | | 975,000 | 1,491,750 | | | 2024 Bonus RSU Grant(5) | 3/6/2025 | 2/14/2025 | | | | | | | 165,752 | 253,585 | | Kevin D. Green | Cash | | 2/13/2026 | — | 256,262 | — | | | | | | | | Annual PRSU Grant | 3/6/2025 | 2/14/2025 | | | | 63,750 | 127,500 | 255,000 | | 195,075 | | | Annual RSU Grant | 3/6/2025 | 2/14/2025 | | | | | | | 392,500 | 600,525 | | | 2024 Bonus RSU Grant(5) | 3/6/2025 | 2/14/2025 | | | | | | | 80,540 | 123,226 | | Vivek Jayaraman | Cash | | 2/13/2026 | — | 313,686 | — | | | | | | | | Annual PRSU Grant | 3/6/2025 | 2/14/2025 | | | | 87,500 | 175,000 | 350,000 | | 267,750 | | | Annual RSU Grant | 3/6/2025 | 2/14/2025 | | | | | | | 545,000 | 833,850 | | | 2024 Bonus RSU Grant(5) | 3/6/2025 | 2/14/2025 | | | | | | | 90,486 | 138,444 | | Richard Benjamin | Cash | | 2/13/2026 | — | 230,760 | — | | | | | | | | Annual PRSU Grant | 3/6/2025 | 2/14/2025 | | | | 50,000 | 100,000 | 200,000 | | 153,000 | | | Annual RSU Grant | 3/6/2025 | 2/14/2025 | | | | | | | 300,000 | 459,000 | | | 2024 Bonus RSU Grant(5) | 3/6/2025 | 2/14/2025 | | | | | | | 66,565 | 101,844 | | Chrystal Jensen | Cash | | 2/13/2026 | — | 221,380 | — | | | | | | | | Annual PRSU Grant | 3/6/2025 | 2/14/2025 | | | | 62,500 | 125,000 | 250,000 | | 191,250 | | | Annual RSU Grant | 3/6/2025 | 2/14/2025 | | | | | | | 385,000 | 589,050 | | | 2024 Bonus RSU Grant(5) | 3/6/2025 | 2/14/2025 | | | | | | | 69,577 | 106,453 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
The amounts shown in the “Target” column represent 100% of the target bonus amount for each NEO under the Bonus Plan. “Target” represents 45% of the base salary in effect at the time payment is made for Ms. Jensen and Mr. Benjamin, 50 % of the base salary in effect at the time payment is made for Mr. Green, 55 % of the base salary in effect at the time payment is made for Mr. Jayaraman and 75% of the base salary in effect at the time payment is made for Mr. Greenman. Because the Compensation Committee has discretion to increase or reduce the bonuses actually paid under the Bonus Plan above or below the level of attainment of our corporate performance objectives used to determine the funding of the Bonus Plan (provided that aggregate payments under the Bonus Plan may not exceed the amount by which the Bonus Plan is funded), there is no “Threshold” or “Target” amount that may be earned by our NEOs. The actual cash bonus award payments made pursuant to our Bonus Plan are reflected in the “Summary Compensation Table” above. For a description of our Bonus Plan, please see “Bonus Plan for 2025” within the “Compensation Discussion and Analysis” section of this proxy statement. (2) RSUs and PRSUs were granted under the 2024 Plan. For a description of the terms of the PRSU and RSU awards granted in 2025, please see “2025 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (3) Represents the threshold, target and maximum payouts for PRSU awards granted in 2025 under the 2024 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 “2025 Long-Term Incentive Compensation” within the “Compensation Discussion and Analysis” section of this proxy statement. (4) Represents the grant date fair value of each RSU award and PRSU award calculated in accordance with Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant. The grant date fair value of these PRSU awards was determined based upon the then-probable outcome of the performance conditions underlying such awards. Represents the portion of the NEO’s 2024 bonus award paid in the form of immediately-vested RSUs. For additional information, please see note 1 to the “Summary Compensation Table.”
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the NEOs.
OUTSTANDING EQUITY AWARDS AT 2025 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 | 315,000 | — | 5.06 | 2/28/2026 | 191,666(2) | 394,832 | 770,000(7) | 1,586,200 | | | | | | | 379,500(3) | 781,770 | 650,000(8) | 1,399,000 | | | 400,000 | — | 4.33 | 2/28/2027 | 975,000(4) | 2,008,500 | | | | | 430,000 | — | 4.32 | 2/29/2028 | 193,270(5) | 398,136 | | | | | 632,500 | — | 5.105 | 3/1/2030 | 192,500(6) | 396,550 | | | | | 380,000 | — | 6.52 | 2/28/2031 | | | | | | | 407,812 | 27,188(9) | 5.76 | 2/28/2032 | | | | | | Kevin D. Green | 90,000 | — | 5.06 | 2/28/2026 | 61,666(2) | 127,032 | 266,000(7) | 547,960 | | | 100,000 | — | 4.33 | 2/28/2027 | 132,000(3) | 271,920 | 255,000(8) | 525,300 | | | 95,000 | — | 4.32 | 2/29/2028 | 392,500(4) | 808,550 | | | | | 138,000 | — | 5.105 | 3/1/2030 | 63,854(5) | 131,539 | | | | | 130,000 | — | 6.52 | 2/28/2031 | 63,600(6) | 131,016 | | | | | 131,250 | 8,750(9) | 5.76 | 2/28/2032 | | | | | | Vivek Jayaraman | 250,000 | — | 6.36 | 8/31/2026 | 80,000(2) | 164,800 | 320,000(7) | 659,200 | | | 28,437 | — | 4.33 | 2/28/2027 | 158,400(3) | 326,304 | 350,000(8) | 721,000 | | | 41,563 | — | 4.32 | 2/29/2028 | 545,000(4) | 1,122,700 | | | | | 260,000 | — | 5.105 | 3/1/2030 | 80,320(5) | 165,459 | | | | | 150,000 | — | 6.52 | 2/28/2031 | 80,000(6) | 164,800 | | | | | 168,750 | 11,250(9) | 5.76 | 2/28/2032 | | | | | | Richard Benjamin | 45,000 | — | 5.06 | 2/28/2026 | 53,333(2) | 109,866 | 220,000(7) | 453,200 | | | 8,334 | — | 4.33 | 2/28/2027 | 105,600(3) | 217,536 | 200,000(8) | 412,000 | | | 31,667 | — | 4.32 | 2/29/2028 | 300,000(4) | 618,000 | | | | | 138,000 | — | 5.105 | 3/1/2030 | 55,220(5) | 113,753 | | | | | 100,000 | — | 6.52 | 2/28/2031 | 55,000(6) | 113,300 | | | | | 98,437 | 6,563(9) | 5.76 | 2/28/2032 | | | | | | Chrystal Jensen | 84,380 | — | 5.06 | 2/28/2026 | 53,333(2) | 109,866 | 220,000(7) | 453,200 | | | 6,250 | — | 4.33 | 2/28/2027 | 105,600(3) | 217,536 | 250,000(8) | 515,000 | | | 29,688 | — | 4.32 | 2/29/2028 | 385,000(4) | 793,100 | | | | | 138,000 | — | 5.105 | 3/1/2030 | 55,220(5) | 113,753 | | | | | 100,000 | — | 6.52 | 2/28/2031 | 55,000(6) | 113,300 | | | | | 98,437 | 6,563(9) | 5.76 | 2/28/2032 | | | | |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
(1) The market values of the RSU and PRSU awards that have not vested are calculated by multiplying the number of shares underlying the RSU and PRSU awards shown in the table by $2.06, the closing price of our common stock on December 31, 2025, the last trading day of fiscal 2025. (2) 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 on March 12, 2026. (3) 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. The RSUs shown in the table vest on March 12, 2026. The shares subject to this RSU award vest in two annual installments with 1/3 of the award vesting on March 12, 2026 and 2/3 of the award vesting on March 12, 2027. The shares subject to this PRSU award vested on March 5, 2026. The number of PRSUs that vested was determined based on our achievement with respect to revenue targets 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. See “Compensation Discussion and Analysis—2025 Executive Compensation Components and Decisions—PRSUs Granted in 2023.” We satisfied the performance condition with respect to this PRSU award in 2025 upon attainment of a clinical enrollment target for the performance period from March 1, 2023 through June 30, 2026, and the shares subject to the PRSU will vest subject to continued service with us through the date that our Compensation Committee certifies achievement of such goal. See “Compensation Discussion and Analysis—2025 Executive Compensation Components and Decisions—PRSUs Granted in 2023.” (7) 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. (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, 2025 through December 31, 2027, 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. 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 three equal monthly installments through March 1, 2026.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding the vesting of RSUs awarded to our NEOs. None of our NEOs exercised options during the fiscal year ended December 31, 2025.
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | William M. Greenman | 683,046 | 1,022,077 | | Kevin D. Green | 252,090 | 378,048 | | Vivek Jayaraman | 305,936 | 458,502 | | Richard Benjamin | 205,710 | 308,475 | | Chrystal Jensen | 208,722 | 313,083 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
(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.
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025 The following table shows for the fiscal year ended December 31, 2025, 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.”
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025
| 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 | 79,375 | — | 154,939 | — | 1,201,406 | | Kevin D. Green | — | — | — | — | — | | Vivek Jayaraman | — | — | — | — | — | | Richard Benjamin | — | — | — | — | — | | Chrystal Jensen | — | — | — | — | — |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025
(1) The amount reported in this column for Mr. Greenman include $79,375 that was reported in the “Salary” column of the “Summary Compensation Table” for 2025 and $0 that was reported in the “Bonus” column of the “Summary Compensation Table” for 2025. The amount reported in this column for Mr. Greenman includes $79,375 that was reported in the “Summary Compensation Table” for 2025 and $785,351 that was reported in the “Summary Compensation Table” for previous years.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table provides information on severance benefits that would become payable under the employment, severance and change in control agreements, as in effect on December 31, 2025, if the employment of our NEOs had terminated on December 31, 2025, the last business day of our 2025 fiscal year. In addition, the table sets forth the amounts to which the NEOs would be entitled under the 2008 Plan or 2024 Plan, as applicable, if, upon a change in control, the surviving or acquiring corporation refuses to assume or continue the outstanding stock options, RSUs, and/or PRSUs held by the NEOs, or to substitute for similar options, RSUs, or PRSUs, as applicable. The amounts shown in the table below do not include: (a) payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers; and (b) distributions of previously vested plan balances under our 401(k) Savings Plan and the DC Plan (see the sections entitled “Non-Qualified Deferred Compensation Plan” and “Other Benefits” within the “Compensation Discussion and Analysis” for information about those plans generally and “Non-Qualified Deferred Compensation” above for information about the amounts subject to the DC Plan for each of our NEOs).
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Voluntary Termination for Good Reason or Involuntary Termination on or Within 12 Months After a Change in Control | | | Involuntary Termination Without Cause Absent a Change in Control | | | Payments upon a Change of Control | | | Health Care Benefits | Salary | Equity Acceleration | Health Care Benefits | Salary | Equity Acceleration | Equity Acceleration(9)(10) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | William M. Greenman | 67,474(1) | 1,200,000(2) | 6,505,101(3) | 44,982(4) | 800,000(5) | 6,505,101(3) | 6,505,101(3) | | Kevin D. Green | 41,924(4) | 512,524(8) | 2,403,392(3) | 20,962(6) | 256,262(7) | 2,403,392(3) | 2,403,392(3) | | Vivek Jayaraman | 44,982(4) | 570,338(8) | 3,153,963(3) | | | | 3,153,963(3) | | Richard Benjamin | 26,306(4) | 512,799(8) | 1,922,666(3) | | | | 1,922,666(3) | | Chrystal Jensen | 27,902(4) | 491,956(8) | 2,198,191(3) | | | | 2,198,191(3) |
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, 2026. (2) Represents 18 months of the executive’s base salary as of December 31, 2025 payable in a lump sum amount following an involuntary termination of employment or voluntary termination for good reason on or within 12 months following a change of control. (3) Represents the value of stock option, RSU and PRSU vesting acceleration, which is based on the closing price of $2.06 of our common stock on December 31, 2025, the last trading day of fiscal 2025, 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, 2025 had an exercise price less than $2.06, 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, 2025), 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 the development goal PRSU awards granted in 2023 and outstanding at December 31, 2025, and that the awards would accelerate at the actual level of achievement with respect to the revenue goal PRSU awards granted in 2023 and the PRSU awards granted in 2024 and 2025 and outstanding as of December 31, 2025. The value of PRSU vesting acceleration is based on the closing price of $2.06 of our common stock on December 31, 2025, the last trading day of fiscal 2025. (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, 2026. (5) Represents the aggregate amount of the executive’s base salary as of December 31, 2025, payable over the 12-month period following an involuntary termination of the executive’s employment by us other than for cause. Represents the aggregate amount of our share of the cost of 6 months of COBRA premiums at the rate in effect on January 1, 2026. Represents the aggregate amount of the executive’s base salary as of December 31, 2025, payable over the six-month period following an involuntary termination of the executive’s employment by us other than for cause. Represents 12 months of the executive’s base salary as of December 31, 2025, 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 or 2024 Plan, as applicable, which were outstanding as of December 31, 2025, if, upon a change in control, the surviving or acquiring corporation refuses to assume or continue the outstanding equity awards held by the named executive officers, or to substitute for similar equity awards. The value of stock option and RSU vesting acceleration is based on the closing price of $2.06 of our common stock on December 31, 2025, the last trading day of fiscal 2025, 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, 2025 had an exercise price less than $2.06, 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, 2025), 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 the development goal PRSU awards granted in 2023 and outstanding at December 31, 2025, and that the awards would accelerate at the actual level of achievement with respect to the revenue goal PRSU awards granted in 2023 and the PRSU awards granted in 2024 and 2025 and outstanding as of December 31, 2025. The value of PRSU vesting acceleration is based on the closing price of $2.06 of our common stock on December 31, 2025, the last trading day of fiscal 2025. The value of PRSU vesting acceleration is based on the closing price of $2.06 of our common stock on December 31, 2025, the last trading day of fiscal 2025. 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.
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 2025 was $3,794,657 as disclosed in the Summary Compensation Table. Our median employee’s annual total compensation was $216,284. As a result, the ratio of these amounts was 17.54 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 2025. We calculated that employee’s annual total compensation in 2025 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.
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.”
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.
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 $100 Investment Based On: | | Net Income (Loss) (thousands)(5) | Product Revenue (thousands)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | | 2025 | 3,794,657 | 5,768,215 | 1,770,852 | 2,532,758 | 29.77 | 67.95 | (15,637) | 206,133 | | 2024 | 2,975,617 | 2,058,139 | 1,246,809 | 951,001 | 22.25 | 75.71 | (20,961) | 180,270 | | 2023 | 3,660,472 | 760,322 | 1,476,055 | 583,592 | 31.21 | 83.26 | (37,647) | 156,367 | | 2022 | 5,263,599 | 120,291 | 1,953,634 | 422,452 | 52.75 | 78.70 | (42,825) | 162,048 | | 2021 | 5,182,371 | 5,125,832 | 1,966,463 | 1,974,444 | 98.41 | 120.03 | (54,376) | 130,859 |
Required Tabular Disclosure of Pay Versus Performance
(1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year:
Required Tabular Disclosure of Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | William M. Greenman | Kevin D. Green, Vivek Jayaraman, Richard Benjamin and Chrystal Jensen | | 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 |
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.” 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:
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 ($)* | Add: Change in Fair Value from the end of the Prior Year to the end of the Year of Awards Granted during Prior Years that were Outstanding and Unvested as of Year End ($)* | 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 ($)* | CAP ($) | | 2025 | PEO | 3,794,657 | 2,242,585 | 3,314,025 | 472,914 | 253,585 | 175,619 | — | 5,768,215 | | 2025 | Average Non-PEO NEOs | 1,770,852 | 934,867 | 1,365,329 | 155,862 | 117,492 | 58,090 | — | 2,532,758 |
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:
Required Tabular Disclosure of Pay Versus Performance
| Expected term (in years) | 6.00 – 7.16 | | Historical volatility | 61.75 – 66.82% | | Risk-free interest rate | 3.74 – 4.41% | | Expected dividend rate | — |
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, 2020. 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, 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee reviews director compensation on a periodic basis. For 2025, based the recommendation of Alpine in January 2025, our Board determined to decrease the target value of the annual and initial equity grants to directors to align with the 50th percentile of the peer group, but to lower the premium used to determine the number of RSUs being granted to align with the approach used for management and employees. Our Board made no changes, however, to the amounts of the annual cash retainers paid to our non-employee directors. Consistent with Alpine’s recommendation, the number of shares subject to RSU awards was determined in 2025 by dividing the target dollar value ($150,000) by a price of $2.50 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 2025, 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 received an RSU grant covering 60,000 shares on the date of the 2025 Annual Meeting. All equity grants to our non-employee directors in 2025 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, 2025, each director who is not also one of our officers or employees, other than the Chair of the Board and the Lead Independent Director, 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, prorated for the portion of the year in which he served. The Lead Independent Director of the Board received an annual retainer of $70,000 per year, prorated for the portion of the year in which he served. 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 $225,000. Under our director compensation program, the initial grant is made in the form of RSUs, with the actual number of shares subject to the initial equity awards determined as described above for the annual grants to continuing non-employee directors. The automatic initial RSU grants vest in three equal annual installments following the date of grant, in each case subject to the director’s continuous service with us through the applicable vesting date. As with the annual awards, in the event of a change in control, the initial awards will become fully vested.
Director Compensation—Fiscal 2025
Director Compensation—Fiscal 2025 The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of all non-employee directors of Cerus who served in such capacity during 2025. Mr. Greenman received no compensation for his service as a director and is not included in the table below.
Director Compensation—Fiscal 2025
| Name | Fees Earned or Paid in Cash | Option Awards | Stock Awards | Total | | | ($) | ($)(1) | ($)(1)(2) | ($) | | Eric Bjerkholt | 65,583 | — | 86,400 | 151,983 | | Dean Gregory(3) | 63,500 | | ― | 63,500 | | Ann Lucena | 72,167 | — | 86,400 | 158,567 | | Timothy L. Moore(3) | 63,000 | — | 86,400 | 149,400 | | Jami Dover Nachtsheim | 55,000 | — | 86,400 | 141,400 | | Gail Schulze | 27,500 | — | — | 27,500 | | Hua Shan, M.D., Ph.D. | 51,000 | — | 86,400 | 137,400 | | Daniel N. Swisher, Jr. | 49,500 | — | 86,400 | 135,900 | | Frank Witney, Ph.D. | 82,524 | — | 86,400 | 168,924 |
Director Compensation—Fiscal 2025
(1) The aggregate number of shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2025 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; 58,074 shares for Dr. Shan; and 199,719 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, 2025 was as follows: 60,000 shares for each of Mr. Bjerkholt, Mr. Moore, Ms. Lucena, Ms. Nachtsheim, Dr. Witney and Dr. Shan; and 40,000 shares for Mr. Gregory. (2) Amounts included in this column represent the grant date fair value of the annual RSU awards for 2025 granted on June 3, 2025, the date of our 2025 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, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2026. (3) Mr. Gregory and Mr. Moore earned additional annual cash retainers in 2025 of $15,000 and $10,000 per year, respectively, for their service on an ad hoc manufacturing and supply chain committee of the Board, of which Mr. Gregory is Chair.