DEF 14A of Geron Corp, Apr 8, 2025

DEF 14A of Geron Corp

Filed Apr 8, 2025 · FY20240001140361-25-012825

Open on EDGAR

  1. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    Class II Directors (Term Expiring at the 2025 Annual Meeting)

  2. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    | Dawn C. Bir AGE: 54 DIRECTOR SINCE: 2019 | Dawn C. Bir has served as a director of Geron since March 2019 and as our Interim President and Chief Executive Officer since March 2025. Ms. Bir also serves as a member of the board of directors of Soleno Therapeutics, Inc., a biopharmaceutical company developing novel therapeutics for the treatment of rare diseases, since August 2024. Previously, Ms. Bir served as the Chief Commercial Officer of Reata Pharmaceuticals, Inc., a biopharmaceutical company where she led marketing, market access, sales, and commercial operations, from September 2016 until Reata’s acquisition by Biogen, Inc. in September 2023. From February 2013 to September 2016, Ms. Bir served as Vice President of Sales with Pharmacyclics LLC, an AbbVie company, where she built and led their first hematology national sales organization, and was responsible for the launch of IMBRUVICA® in the United States and Puerto Rico. From October 2011 to February 2013, Ms. Bir served as Vice President of Sales & Marketing of SKY Pharmaceuticals Packaging, Inc. & Rx Pak, a unit within the U.S. pharmaceutical and specialty solutions division of McKesson Corporation, a global healthcare company, where she was responsible for two companies and revenue centers, and led multiple functions, including sales, marketing, contract management, project management and customer service. From 1996 to October 2011, Ms. Bir held several commercial and sales positions of increasing responsibility within Genentech, Inc., a member of the Roche Group, a global pharmaceutical company, and Bristol Myers Squibb Company, a global pharmaceutical company. Ms. Bir holds a B.S. in Biology from Binghamton University. | | | THE BOARD BELIEVES MS. BIR’S EXTENSIVE COMMERCIAL, SALES AND MARKETING EXPERTISE, INCLUDING WITH HEMATOLOGY-ONCOLOGY PRODUCTS, BROADENS THE BOARD’S ABILITY TO ADVISE ON, EVALUATE AND ANALYZE THE COMPANY’S COMMERCIALIZATION ACTIVITIES FOR RYTELO, ESPECIALLY IN THE UNITED STATES, AS WELL AS TO PROVIDE INSIGHTS INTO THE COMPETITIVE LANDSCAPE OF OTHER HEMATOLOGY-ONCOLOGY PRODUCTS. THIS KNOWLEDGE AND EXPERIENCE, TOGETHER WITH HER STRONG LEADERSHIP ABILITY AS AN EXECUTIVE IN THE HEALTHCARE INDUSTRY AND AS MANAGEMENT’S REPRESENTATIVE ON THE BOARD, QUALIFY MS. BIR TO BE ELECTED AS A DIRECTOR. |

  3. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    | Geron Corporation | 14 | 2025 Proxy Statement |

  4. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    | Elizabeth G. O’Farrell AGE: 60 DIRECTOR SINCE: 2019 | Elizabeth G. O’Farrell has served as a director of Geron since March 2019 and as Chair of the Board since March 2025 and, prior to that time, as Lead Independent Director since May 2023. Ms. O’Farrell also serves as a member of the boards of directors of LENSAR, Inc., a global medical technology company, since February 2021 and Genmab A/S, a global oncology company, since March 2022. Previously, she served as a member of the board of directors of Inhibikase Therapeutics, a pharmaceutical company focused on treatments of neurological infections and neurodegenerative diseases, from March 2019 to September 2022. Ms. O’Farrell also served as a board member of the YMCA of Greater Indianapolis from 2006 until 2017, including as its chairperson from 2014 to 2016. In December 2017, Ms. O’Farrell retired from a 24-year career with Eli Lilly and Company, a global pharmaceutical company, where she held several senior management positions in finance and corporate governance, most recently serving as Chief Procurement Officer and Head of Global Shared Services from January 2012 to December 2017. Prior to that position, she also served as Senior Vice President, Policy and Finance; Senior Vice President, Finance; Chief Financial Officer, Lilly USA; Chief Financial Officer, Lilly Canada; and General Auditor. Before joining Eli Lilly, Ms. O’Farrell was an accountant with Boise Cascade Office Products, and served as an auditor at Whipple & Company, a professional accountancy firm, and Price Waterhouse, an international public accounting firm. Ms. O’Farrell holds a B.S. in accounting with honors and an M.B.A. in management information systems, both from Indiana University. | | | MS. O’FARRELL’S SIGNIFICANT FINANCIAL, OPERATIONAL AND CORPORATE GOVERNANCE EXPERTISE STRENGTHENS THE BOARD’S COLLECTIVE KNOWLEDGE RELATED TO COMPLIANCE, FINANCIAL REPORTING AND INTERNAL CONTROLS. IN ADDITION, MS. O’FARRELL’S MANAGEMENT AND LEADERSHIP EXPERIENCE, GAINED THROUGH THE VARIOUS MANAGEMENT ROLES SHE HAS HELD, ALSO PROVIDES UNIQUE AND VALUABLE INSIGHTS TO THE BOARD REGARDING ORGANIZATIONAL DEVELOPMENT FOR A GROWING COMPANY, AS GERON CONTINUES TO ADVANCE AS A COMMERCIAL-STAGE COMPANY. THE BOARD BELIEVES MS. O’FARRELL’S KNOWLEDGE AND EXPERIENCE AS A SENIOR EXECUTIVE WITH A LONG TENURE AT A LARGE GLOBAL PHARMACEUTICAL COMPANY QUALIFY MS. O’FARRELL TO BE ELECTED AS A DIRECTOR. |

  5. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    The Board of Directors unanimously recommends that stockholders vote FOR the election of both of the Class II director nominees named herein to the Board of Directors

  6. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    | Geron Corporation | 15 | 2025 Proxy Statement |

  7. Class II Directors (Term Expiring at the 2025 Annual Meeting)

    Members of the Board of Directors Continuing in office after the Annual Meeting Set forth below is a brief biography of each continuing director composing the remainder of the Board with terms expiring as shown, including the periods during which they have served as a director of Geron, and information they have provided as to their principal occupations and public company directorships. The biographies below also include a discussion of the specific experience, qualifications, attributes or skills of each continuing director that led the Nominating and Corporate Governance Committee and the Board to conclude, as of the date of this Proxy Statement, that the applicable director should continue to serve as a director.

  8. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

  9. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    | V. Bryan Lawlis, Ph.D. AGE: 73 DIRECTOR SINCE: 2012 | V. Bryan Lawlis, Ph.D. has served as a director of Geron since March 2012. Dr. Lawlis has served as an advisor to Convergent Ventures (formerly Phoenix Venture Partners), a venture capital firm, since October 2015. Previously, he served as a member of the boards of directors of BioMarin Pharmaceutical, Inc., a biopharmaceutical company specializing in rare genetic diseases, from June 2007 to May 2024; Aeglea BioTherapeutics, Inc., a biotechnology company specializing in human enzyme therapeutics for rare genetic diseases and cancer, from July 2018 to June 2023; Coherus BioSciences, Inc., a biologics platform company specializing in biosimilars, from May 2014 to May 2021; and Sutro Biopharma, Inc., a biologics platform company specializing in therapeutics for cancer and autoimmune disorders, from January 2004 to June 2019. Dr. Lawlis was the President and Chief Executive Officer of Itero Biopharmaceuticals LLC, a privately-held, early-stage biopharmaceutical company that he co-founded, from 2006 to 2011. Dr. Lawlis also held several senior management positions in the biopharmaceutical industry, including President and Chief Executive Officer of Aradigm Corporation, a specialty drug company focused on drug delivery technologies, and President and Chief Executive Officer of Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, which he co-founded. Dr. Lawlis holds a B.A. in microbiology from the University of Texas at Austin and a Ph.D. in biochemistry from Washington State University. | | | THE BOARD BELIEVES DR. LAWLIS’ EXTENSIVE EXPERIENCE IN MANUFACTURING BIOTECHNOLOGY AND OTHER PHARMACEUTICAL PRODUCTS, AS WELL AS HIS EXPERTISE IN THE RESEARCH AND DEVELOPMENT OF DRUG PRODUCTS AND IN THE MANAGEMENT AND CONDUCT OF CLINICAL TRIALS AND DRUG REGULATORY PROCESSES, QUALIFIES DR. LAWLIS TO SERVE AS A DIRECTOR. |

  10. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    | Geron Corporation | 16 | 2025 Proxy Statement |

  11. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    | Susan M. Molineaux, Ph.D. AGE: 71 DIRECTOR SINCE: 2012 | Susan M. Molineaux, Ph.D. has served as a director of Geron since September 2012. Dr. Molineaux currently serves as the Chief Executive Officer at Para Therapeutics, Inc., a position she has held since April 2023. Dr. Molineaux also serves as a member of the board of directors of Repare Therapeutics Inc., a clinical-stage precision oncology company, since June 2023. Prior to her role at Para Therapeutics, Inc., Dr. Molineaux was Chief Executive Officer, President, and a member of the board of directors of Calithera Biosciences, Inc., since co-founding the company in June 2010 until March 2023. Dr. Molineaux previously served as a member of the boards of directors of Cyteir Therapeutics, Inc., a clinical-stage DNA repair and synthetic lethality company, from December 2020 until May 2023, and Theravance Biopharma, Inc., a biopharmaceutical company, from April 2015 to April 2022. Before she co-founded Calithera Biosciences, Dr. Molineaux co-founded Proteolix, Inc., a privately-held oncology-oriented biopharmaceutical company, where she served as Chief Scientific Officer from December 2003 to December 2005, Chief Executive Officer from January 2006 to January 2009, and again as Chief Scientific Officer from February 2009 until Proteolix’s acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company, in November 2009. Previously, Dr. Molineaux held several senior management positions in the biopharmaceutical industry, including Vice President of Biology at Rigel Pharmaceuticals, Inc., a biopharmaceutical company focused on inflammatory and autoimmune diseases; Vice President of Biology at Praelux, Inc., a biopharmaceutical company; and Vice President of Drug Development at Praecis Pharmaceuticals, Inc., an oncology-focused biopharmaceutical company. Dr. Molineaux also serves as a Scientific Advisor to Lightstone Ventures, a private life sciences investment company, since September 2016. Dr. Molineaux holds a B.S. in biology from Smith College, a Ph.D. in molecular biology from Johns Hopkins University, and completed a postdoctoral fellowship at Columbia University. | | | THE BOARD BELIEVES DR. MOLINEAUX’S EXTENSIVE EXPERIENCE IN PHARMACEUTICAL AND ONCOLOGY DRUG DEVELOPMENT, HER EXPERTISE IN MANAGING AND CONDUCTING CLINICAL TRIALS, AS WELL AS HER KNOWLEDGE OF THE BIOTECHNOLOGY INDUSTRY AND BUSINESS, AND HEALTHCARE RELATED ISSUES, COMBINED WITH HER EXPERIENCE AS AN EXECUTIVE OFFICER AND DIRECTOR OF PUBLICLY TRADED BIOTECH AND PHARMACEUTICAL COMPANIES, PROVIDES GREAT VALUE TO THE BOARD AND CONTRIBUTES SIGNIFICANTLY TO DISCUSSIONS AND DECISION-MAKING, WHICH QUALIFIES HER TO SERVE AS A DIRECTOR. |

  12. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    | Geron Corporation | 17 | 2025 Proxy Statement |

  13. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    | Gaurav Aggarwal, M.D. AGE: 52 DIRECTOR SINCE: 2023 | Gaurav Aggarwal, M.D. has served as a director of Geron since November 2023. Dr. Aggarwal has been an investor in the life sciences sector for more than 20 years. He is currently a Managing Partner of a global investment firm, Vivo Capital LLC, which he rejoined in April 2024 after serving as a Managing Director from October 2016 to August 2023 and as Chief Investment Officer of its U.S. public investment fund from January 2021 to August 2023. Dr. Aggarwal previously served as the Chief Business Officer of Ocera Therapeutics, Inc., a publicly traded clinical stage company developing therapies for orphan liver conditions, from April 2014 through October 2016; as Managing Director of Investor Growth Capital from January 2013 through December 2013; and as a General Partner at Panorama Capital, L.P., a venture capital fund, from August 2006 through December 2012. Earlier in his career, Dr. Aggarwal was an associate with JPMorgan Partners, LLC, a private equity division of JPMorgan Chase & Co. Dr. Aggarwal has served on the board of Unicycive Therapeutics, Inc. since March 2023, and previously served on the Boards of Directors of Sierra Oncology, Inc. (acquired by GlaxoSmithKline plc), Hyperion Therapeutics, Inc. (acquired by Horizon Pharma plc), and on several privately held biopharmaceutical companies. Dr. Aggarwal received his B.S. in Agricultural Economics from Cornell University and his M.D. from Columbia University, College of Physicians & Surgeons. | | | THE BOARD BELIEVES DR. AGGARWAL’S EXTENSIVE EXPERIENCE AS AN INVESTOR IN THE LIFE SCIENCES SECTOR, AS WELL AS HIS EXPERIENCE WITH THE EVALUATION OF STRATEGIC DECISION MAKING FOR LIFE SCIENCES COMPANIES AS A MEMBER OF THE INVESTMENT COMMUNITY, PROVIDES GREAT VALUE TO THE BOARD AND CONTRIBUTES SIGNIFICANTLY TO DISCUSSIONS AND DECISION-MAKING, WHICH QUALIFIES HIM TO SERVE AS A DIRECTOR. |

  14. Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)

    | Geron Corporation | 18 | 2025 Proxy Statement |

  15. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    Class I Directors (Term Expiring at the 2027 Annual Meeting)

  16. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | John F. McDonald AGE: 64 DIRECTOR SINCE: 2022 | John F. McDonald has served as a director of Geron since September 2022. Since October 2018, Mr. McDonald has served as Corporate Vice President, Global Head of Business Development and Mergers and Acquisitions, for Novo Nordisk A/S, a global pharmaceutical company, where he leads business development and merger and acquisition activities, investment strategies and participates in the creation of research, early development, and therapeutic pipeline diversification and augmentation strategies. From 2011 to 2018, Mr. McDonald was Vice President, Business Development, at Biogen Inc., a biopharmaceutical company, where he led business development and negotiated numerous strategic alliances, licenses and acquisitions. From 2006 to 2011, Mr. McDonald served as Managing Director at MPM Capital LP, an investment firm, where he served as the primary business development and asset strategy resource for multiple portfolio companies. Prior to 2006, Mr. McDonald held business development, corporate strategy, and legal roles of increasing responsibility at various biopharmaceutical companies, including at Millennium Pharmaceuticals Inc., a biotechnology company (now a Takeda Oncology Company, a pharmaceutical company), Genzyme Corp., a biopharmaceutical company (now part of Sanofi, a pharmaceutical company) and Genentech, Inc., a biopharmaceutical company (now a member of the Roche Group, a pharmaceutical company). In those roles, Mr. McDonald developed relationships with numerous academic institutions, as well as biotechnology and pharmaceutical companies of all stages. Mr. McDonald holds a J.D. from the University of California College of the Law, San Francisco and an M.B.A. and B.S. from the Haas School of Business, University of California, Berkeley. | | | THE BOARD BELIEVES MR. MCDONALD’S EXTENSIVE EXPERIENCE IN BUSINESS DEVELOPMENT RELATED TO PHARMACEUTICAL PRODUCTS, AS WELL AS HIS DEEP UNDERSTANDING OF CREATING STRATEGIC RELATIONSHIPS IN THE PHARMACEUTICAL INDUSTRY, QUALIFIES MR. MCDONALD TO SERVE AS A DIRECTOR. |

  17. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | Geron Corporation | 19 | 2025 Proxy Statement |

  18. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | Robert J. Spiegel, M.D., FACP AGE: 73 DIRECTOR SINCE: 2010 | Robert J. Spiegel, M.D., FACP, has served as a director of Geron since May 2010. Dr. Spiegel currently serves as an Associate Professor at the Weill Cornell Medical School, a Senior Advisor to Warburg Pincus, a private equity firm, and an advisor to the Israel Biotech Fund, a venture investment fund. He is also a member of the boards of directors of Ayala Pharmaceuticals, a clinical-stage oncology company, since December 2017, and RenovoRx, a clinical-stage oncology company, since April 2023. In the last five years, he has previously served as a director for Athenex, a biopharmaceutical company, from August 2020 to September 2023, and Cyclacel Pharmaceuticals, Inc., a biopharmaceutical company developing targeted medicines for cancer and other proliferative diseases, from September 2018 to January 2025. From March 2011 to April 2016, Dr. Spiegel served as Chief Medical Officer of PTC Therapeutics, Inc., a biopharmaceutical company focused on discovering and developing treatments for rare disorders. In 2009, after 26 years with the Schering-Plough Corporation (now Merck & Co.), a global healthcare company, Dr. Spiegel retired as Chief Medical Officer and Senior Vice President of the Schering-Plough Research Institute, the pharmaceutical research arm of the Schering-Plough Corporation. His career at Schering-Plough involved various positions, including Director of clinical research for oncology, Vice President of clinical research, and Senior Vice President of worldwide clinical research. Following a residency in internal medicine, Dr. Spiegel completed a fellowship in medical oncology at the National Cancer Institute, and from 1981 to 1999 he held academic positions at the National Cancer Institute and New York University Cancer Center. Dr. Spiegel holds a B.A. from Yale University and an M.D. from the University of Pennsylvania. | | | THE BOARD BELIEVES DR. SPIEGEL’S EXTENSIVE MEDICAL EXPERIENCE DEVELOPING ONCOLOGY PRODUCTS, HIS DEEP UNDERSTANDING OF PHARMACEUTICAL RESEARCH AND DEVELOPMENT, AND BROAD EXPERTISE IN GAINING REGULATORY APPROVAL FOR DRUG CANDIDATES, ENHANCES THE BOARD’S ABILITY TO CRITICALLY ASSESS THE PROGRESS AND POTENTIAL OF RYTELO, AND QUALIFIES DR. SPIEGEL TO SERVE AS A DIRECTOR. |

  19. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    | Geron Corporation | 20 | 2025 Proxy Statement |

  20. Class I Directors (Term Expiring at the 2027 Annual Meeting)

    Board Leadership and Governance We have an ongoing commitment to excellence in corporate governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies and procedures in light of such developments. Key information regarding our corporate governance initiatives can be found on the Corporate Governance page under the Investors & Media section of our website at https://ir.geron.com, including our Corporate Governance Guidelines, Code of Conduct, Insider Trading Policy and the charters for our Audit, Compensation, Nominating and Corporate Governance, and Strategic committees. We believe that our corporate governance policies and practices, including the substantial percentage of independent directors on our Board and the leadership provided by our Chair of the Board, Ms. O’Farrell, empower our independent directors to effectively oversee our management and provide an effective and appropriately balanced board governance structure.

  21. Compensation Committee

    | • | reviewing and making recommendations to our Board regarding non-employee director compensation and benefits; |

  22. Director Nominees Recommended by Stockholders

    Director Nominees Recommended by Stockholders The Nominating and Corporate Governance Committee, to date, has not adopted a formal policy with regard to the consideration of director candidates recommended by stockholders and will consider director candidates recommended by stockholders on a case-by-case basis, as appropriate. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee should send written notice to the Nominating and Corporate Governance Committee Chair, Geron Corporation, 919 E. Hillsdale Blvd., Suite 250, Foster City, California 94404, within the time periods set forth under the subsection entitled “Stockholder Nominations and Proposals for 2026 Annual Meeting” under the section entitled “Other Matters.” Such notification should set forth all information relating to such nominee as is required to be disclosed in solicitations of proxies for elections of directors pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected, the name and address of such stockholder or beneficial owner on whose behalf the nomination is being made, the class and number of shares of the Company owned beneficially and of record by such stockholder or beneficial owner, and all information regarding the nominee that would be required to be included in the Company’s proxy statement by the rules of the SEC, including the nominee’s age, business experience for the past five years and any directorships held by the nominee during the past five years. The Nominating and Corporate Governance Committee does not intend to alter the procedure by which it evaluates candidates based on whether the candidate was recommended by a stockholder or not.

  23. Director Nominees Recommended by Stockholders

    | Geron Corporation | 26 | 2025 Proxy Statement |

  24. Director Compensation Table

    Director Compensation Table The following table provides compensation information for the 2024 fiscal year for each non-employee director of the Board who served in such capacity during the 2024 fiscal year. Dr. Scarlett did not receive any compensation for his Board service. In connection with her appointment as our Interim President and Chief Executive Officer in March 2025, Ms. Bir no longer receives separate compensation for her service as a director.

  25. Director Compensation Table

    | Non-Employee Director | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Aggarwal, Gaurav | 70,687 | 519,156 | 589,843 | | Bir, Dawn(3) | 64,158 | 519,156 | 583,314 | | Lawlis, V. Bryan | 67,500 | 519,156 | 586,656 | | McDonald, John | 69,093 | 519,156 | 588,249 | | Molineaux, Susan | 63,315 | 519,156 | 582,471 | | O'Farrell, Elizabeth | 111,593 | 519,156 | 630,749 | | Spiegel, Robert | 64,165(4) | 519,156 | 583,321 |

  26. Director Compensation Table

    | (1) Consists of the annual retainer fee for service as a member of the Board of Directors or any Board committee. For further information concerning such fees, see the sub-section above entitled “Cash Compensation.” |

  27. Director Compensation Table

    | (2) Amounts do not reflect dollar amounts actually received by our non-employee directors and instead, in accordance with SEC rules, represent the aggregate grant date fair value of stock option awards granted to our non-employee directors during the 2024 fiscal year, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Refer to Note 10 of the consolidated financial statements in our Annual Report on Form 10-K for the 2024 fiscal year regarding assumptions underlying the valuation of stock option awards and the calculation method. For information regarding the aggregate number of stock option awards held by the non-employee directors of the Board as of December 31, 2024, see the sub-section entitled “Outstanding Equity Awards at Fiscal Year-End” below. |

  28. Director Compensation Table

    | (3) In connection with her appointment as our Interim President and Chief Executive Officer in March 2025, Ms. Bir no longer receives separate compensation for her service as a director. |

  29. Director Compensation Table

    | (4) Includes fees paid in stock in lieu of cash through the issuance of an aggregate 8,351 shares of Common Stock under the Directors Market Value Plan. |

  30. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth stock options outstanding for each non-employee director who served in such capacity during the 2024 fiscal year.

  31. Outstanding Equity Awards at Fiscal Year-End

    | Non-Employee Director | Option Awards Outstanding as of December 31, 2024 | | Aggarwal, Gaurav | 380,000 | | Bir, Dawn(1) | 786,000 | | Lawlis, V. Bryan | 871,000 | | McDonald, John | 505,000 | | Molineaux, Susan | 871,000 | | O'Farrell, Elizabeth | 786,000 | | Spiegel, Robert | 871,000 |

  32. Outstanding Equity Awards at Fiscal Year-End

    | (1) In connection with her appointment as our Interim President and Chief Executive Officer in March 2025, Ms. Bir no longer receives separate compensation for her service as a director. |

  33. Outstanding Equity Awards at Fiscal Year-End

    | Geron Corporation | 40 | 2025 Proxy Statement |

  34. Outstanding Equity Awards at Fiscal Year-End

    Proposal Two Approval of an Amendment to our 2018 Equity Incentive Plan We are asking our stockholders to approve an amendment and restatement to our 2018 Equity Incentive Plan (the “2018 Plan”) at the Annual Meeting to, among other items: increase the number of shares issuable under the 2018 Plan by 20,000,000 shares of our Common Stock, which also includes a corresponding increase in the number of shares of our Common Stock available for issuance under the 2018 Plan pursuant to the exercise of incentive stock options (such increases, together, the “Share Increase.”) We refer to the amendment and restatement of our 2018 Plan in this Proposal Two as the “Amended 2018 Plan,” attached hereto as Appendix A. A description of the material terms of the Amended 2018 Plan are summarized below. The key differences between the terms of the 2018 Plan and Amended 2018 Plan are as follows:

  35. Outstanding Equity Awards at Fiscal Year-End

    | • | Increase Share Reserve. Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our Common Stock that may be issued under the Amended 2018 Plan will not exceed 105,455,419 shares, which is an increase of 20,000,000 shares over the current aggregate number of shares of that may be issued under the 2018 Plan. |

  36. Outstanding Equity Awards at Fiscal Year-End

    | • | Increase ISO Limit. Subject to adjustment for certain changes in our capitalization, the maximum number of shares of our Common Stock that may be issued upon exercise of incentive stock options (“ISOs”) under the Amended 2018 Plan will be 210,910,838, which is an increase of 39,910,838 shares over the current maximum under the 2018 Plan. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | • | Add Non-Employee Director Compensation Limit. Under our Amended 2018 Plan, the aggregate value of all compensation granted to an individual for service as a non-employee director in any calendar year, including the value of equity awards granted and cash fees, will not exceed (1) $750,000 in total value or (2) $1,000,000 for directors who are first-time appointees in such calendar year (the “Non-Employee Director Compensation Limit”). |

  38. Outstanding Equity Awards at Fiscal Year-End

    | • | Revise Delegation Authority. Under the Amended 2018 Plan, the Board or a committee of the Board may delegate to one or more persons or bodies the authority to (i) designate recipients (other than to executive officers) of awards, provided that no person or body with delegated authority may grant an award to themself; (ii) determine the number of shares of Common Stock subject to an award; and (iii) determine the terms of awards. |

  39. Outstanding Equity Awards at Fiscal Year-End

    In March 2025, the Board approved the Amended 2018 Plan and, subject to approval of the Amended 2018 Plan from stockholders at this Annual Meeting, the Amended 2018 Plan will ensure that we can continue to grant stock options in order to provide long-term incentives to current and future employees, non-employee directors and consultants. Our continued ability to offer equity awards under the 2018 Plan is critical to our ability to attract, motivate and retain qualified employees, non-employee directors and consultants, particularly as we continue to commercialize RYTELO and in light of the highly competitive market for talent in which we operate.

  40. Outstanding Equity Awards at Fiscal Year-End

    | Geron Corporation | 41 | 2025 Proxy Statement |

  41. Equity Awards Are a Key Component of Our Compensation Philosophy

    Equity Awards Are a Key Component of Our Compensation Philosophy Our Board believes that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate key personnel, non-employee directors and consultants because of the strong competition for highly trained and experienced individuals among biotechnology companies. In addition, because of the highly regulated and complex industry that we operate in, our success depends on our ability to attract and retain individuals with deep experience in our industry. Without such key personnel, non-employee directors and consultants, we might not achieve our development and commercialization plans. Therefore, the Board believes that the Amended 2018 Plan providing for the Share Increase and the Non-Employee Director Compensation Limit is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal 2. Approval of the Amended 2018 Plan by our stockholders will allow us to continue to attract and retain highly trained and experienced individuals who are critical to our success, through the grant of equity awards at levels determined appropriate by our Board or Compensation Committee. The Amended 2018 Plan will also allow us to utilize equity awards as long-term incentives to secure and retain the services of current and future employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for companies in the biotechnology industry. To date, we have relied significantly on equity awards in the form of stock option grants to attract and retain key employees, non-employee directors and consultants, all of whom are critical to our success. We believe the use of stock option grants strongly aligns the interests of our employees with those of our stockholders by placing a considerable proportion of our employees’ total compensation “at risk” because their compensation, in the form of stock options, is contingent on the appreciation in value of our Common Stock. In addition, we believe stock option grants encourage employee ownership in the Company and promote retention through the reward of long-term value accretion.

  42. Equity Awards Are a Key Component of Our Compensation Philosophy

    | Geron Corporation | 42 | 2025 Proxy Statement |

  43. The 2018 Plan Requires Additional Shares to Meet our Forecasted Equity Needs

    The 2018 Plan Requires Additional Shares to Meet our Forecasted Equity Needs We operate in a highly competitive industry and geographies for employee talent and do not expect required rates of compensation to decline. One alternative to using equity awards would be to significantly increase cash compensation. We do not believe this would be in our best interests or the best interests of our stockholders, because it would significantly impact our financial resources to continue to commercialize and develop RYTELO (imetelstat). As a biopharmaceutical company with locations in the San Francisco Bay Area and northern New Jersey and a significant employee presence in the Boston area, we believe that a combination of equity and cash compensation is more appropriate and preferable and meets the expected regional recruiting standards needed to enable us to attract, retain and motivate employees. Any significant increase in cash compensation in lieu of equity awards would reduce the cash otherwise available for us to meet our current operating plans, including the commercialization of RYTELO and continued development of imetelstat for additional indications. Furthermore, we do not believe a cash-oriented compensation program would provide the same value to us or our stockholders with respect to long-term employee retention or serve to align employees’ interests with those of our stockholders, in comparison to a program that includes equity awards. As described above, the 2018 Plan had 18,780,994 shares remaining available for grant as of March 1, 2025 (plus the Prior Plans’ Returning Shares (as defined and further described below under “Summary of the Amended 2018 Plan – Authorized Shares”) as such shares become available from time to time). Subject to adjustment for certain changes in our capitalization, if this Proposal 2 is approved by our stockholders, then under the 2018 Plan, we will have 20,000,000 new shares available for grant after our Annual Meeting for a total of approximately 38,780,994 shares available for grant after our Annual Meeting (based on shares available under the 2018 Plan as of March 1, 2025) (plus the Prior Plans’ Returning Shares (as defined and further described below under “Summary of the Amended 2018 Plan – Authorized Shares”) as such shares become available from time to time). In addition, our 2018 Inducement Award Plan (the “Inducement Plan”) allows us to grant non-statutory stock options to new employees as a material inducement to their joining the Company. Such grants to new employees assist us in meeting a portion of our equity compensation needs, but only with respect to a limited group. To meet our growing hiring needs, the Compensation Committee approved increases to the Inducement Plan share reserve of 5,000,000 shares, 1,300,000 shares, 800,000 shares, 5,000,000 shares, 1,000,000 shares, 5,000,000 shares, 13,900,000 shares and 5,300,000 shares in January 2019, February 2020, February 2021, May 2021, February 2022, July 2022, June 2023 and January 2025, respectively. We expect to hire additional employees as we continue to commercialize RYTELO, including highly trained individuals with experience in commercial functions, such as sales, marketing and analytics. As of March 1, 2025, 6,699,559 shares remained available for grant under the Inducement Plan. We currently intend to reserve the additional shares being requested under this Proposal 2 for issuance under our Amended 2018 Plan to meet our estimated near-term equity compensation needs for our current and future employees, non-employee directors and consultants. This estimate reflects our increased headcount of approximately 220 employees as of March 1, 2025 as a result of growing our workforce by approximately 100 employees in 2024 to support the commercialization of RYTELO in the United States, and preparation for potential commercialization in the European Union.

  44. We Carefully Manage the Use of Equity Awards, and the Size of our Share Reserve is Reasonable

    We Carefully Manage the Use of Equity Awards, and the Size of our Share Reserve is Reasonable Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant stock options to all of our employees and non-employee directors. However, we recognize that stock options dilute existing stockholders, and, therefore, we responsibly manage the growth of our equity compensation program. Since January 2025, we have been granting our employees a mix of restricted share units

  45. We Carefully Manage the Use of Equity Awards, and the Size of our Share Reserve is Reasonable

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  46. We Carefully Manage the Use of Equity Awards, and the Size of our Share Reserve is Reasonable

    (“RSUs”) and stock options in order to reduce the dilutive effect of our equity compensation program, with the number of RSUs granted equal to one-half of the amount of stock options that each employee would have been granted. For our annual equity awards in February 2025, members of our executive management team were granted a ratio of 75% options and 25% RSUs, while all of our other employees were granted a ratio of 50% options and 50% RSUs. We are committed to effectively monitoring the share reserves for our equity plans, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of stock options and RSUs necessary to attract, reward, and retain employees, non-employee directors and consultants. Despite the fact that many of our stock options have exercise prices greater than the closing price of our Common Stock as reported by the Nasdaq Global Select Market in 2024, we have not repriced any stock options, and the current burn rate and stock options outstanding reflects the recent growth of the number of employees at the Company as we commercialize RYTELO, as well as key changes to our leadership team in 2024, including hiring a new Chief Commercial Officer and our Executive Vice President, Research and Development, each of whom we would not have been able to recruit without market-competitive equity-based incentives. In 2024, 2023, and 2022, we recruited highly qualified and experienced professionals to drive each development function, including commercial, medical affairs, and market access to support the commercialization of RYTELO, as well as functions such as clinical operations, regulatory affairs, clinical science, biometrics and data management, manufacturing, quality, translational research, program management, to support the commercialization and continued development of RYTELO. The table below show our historical overhang under the current 2018 Plan and our other equity plans.

  47. Equity Awards Outstanding and Overhang

    Equity Awards Outstanding and Overhang

  48. Equity Awards Outstanding and Overhang

    | | As of March 1, 2025 | | 2018 Plan Information | | | Total number of shares of Common Stock subject to outstanding stock options | 52,914,412 | | Weighted-average exercise price of outstanding stock options | $2.18 | | Weighted-average remaining term of outstanding stock options | 7.8 years | | Total number of shares of Common Stock subject to outstanding full value awards(1) | 4,394,975 | | Total number of shares of Common Stock available for grant | 18,780,994 | | Plan Information for Other Equity Plans(2) | | | Total number of shares of Common Stock subject to outstanding stock options(3) | 31,554,818 | | Weighted-average exercise price of outstanding stock options | $2.87 | | Weighted-average remaining term of outstanding stock options | 6.7 years | | Total number of shares of Common Stock subject to outstanding full value awards(4) | 239,000 | | Total number of shares of Common Stock available for grant(5) | 7,828,829 | | Total number of shares of Common Stock outstanding | 636,904,470 | | Per-share closing price of Common Stock as reported on the Nasdaq Global Select Market | $1.76 |

  49. Equity Awards Outstanding and Overhang

    | (1) Reflects RSUs granted under the 2018 Plan. Each RSU granted on or after May 31, 2023 under the 2018 Plan counts as 1.3 shares of Common Stock for purposes of calculating share utilization under the 2018 Plan. |

  50. Equity Awards Outstanding and Overhang

    | (2) Our other equity plans consist of our Inducement Plan, the 2014 Employee Stock Purchase Plan and the Directors’ Market Value Purchase Plan. |

  51. Equity Awards Outstanding and Overhang

    | (3) Reflects outstanding stock options under the Inducement Plan and the Directors’ Market Value Purchase Plan. |

  52. Equity Awards Outstanding and Overhang

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  53. Equity Awards Outstanding and Overhang

    | (4) Reflects RSUs granted under the Inducement Plan. Each RSU granted under the Inducement Plan counts as one share of Common Stock for purposes of calculating share utilization under the Inducement Plan. |

  54. Equity Awards Outstanding and Overhang

    | (5) Reflects 6,699,559 shares available under the Inducement Plan, 258,366 shares available under the 2014 Employee Stock Purchase Plan and 870,904 shares available under the Directors’ Market Value Purchase Plan. |

  55. Burn Rate

    | | For the Year Ended December 31, 2024(1) | | Total number of shares of Common Stock subject to stock options granted | 29,603,740(2) | | Total number of shares of Common Stock subject to full value awards granted | — | | Weighted-average number of shares of Common Stock outstanding | 646,033,247 | | Burn rate | 4.58% |

  56. Burn Rate

    | (1) Calculation based on grants of equity awards under the 2018 Plan and the Inducement Plan. Does not include shares issued under the Directors’ Market Value Purchase Plan or the 2014 Employee Stock Purchase Plan. |

  57. Burn Rate

    | (2) Includes 300,000 shares underlying stock options granted with vesting conditioned upon the achievement of certain performance milestones. |

  58. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | Repricing is not allowed without stockholder approval. The Amended 2018 Plan prohibits the repricing of outstanding stock options and stock appreciation rights, and the cancellation of any outstanding stock options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our Common Stock in exchange for cash or other stock awards under the Amended 2018 Plan, without prior stockholder approval. |

  59. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | No liberal change in control definition. The change in control definition in the Amended 2018 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the 2018 Plan to be triggered. |

  60. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the Amended 2018 Plan must have an exercise or strike price equal to or greater than the fair market value of our Common Stock on the date the stock option or stock appreciation right is granted. |

  61. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | No liberal share counting or recycling of appreciation awards. The following shares are not available again for issuance under the Amended 2018 Plan: (i) shares underlying stock options or stock appreciation rights that are reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award; (ii) shares underlying stock options or stock appreciation rights that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award; and (iii) any shares repurchased by us on the open market with the proceeds of the exercise or purchase price of a stock option or a stock appreciation right. |

  62. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | Fungible share counting. The number of shares of our Common Stock available for issuance under the Amended 2018 Plan are reduced by (i) 1.0 share for each share issued pursuant to stock options or stock appreciation rights granted under the Amended 2018 Plan and (ii) 1.3 shares for each share issued pursuant to a Full Value Award granted under the Amended 2018 Plan. As part of such fungible share counting structure, the number of shares of our Common Stock available for issuance under the Amended 2018 Plan will be increased by (i) 1.0 share for each share that becomes available again for issuance under the terms of the 2018 Plan subject to a stock option or stock appreciation right award and (ii) 1.3 shares for each share that becomes available again for issuance under the terms of the Amended 2018 Plan subject to a Full Value Award. |

  63. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | Termination of stock options and stock appreciation rights on a participant’s termination for cause. If a participant’s service is terminated for cause, which is defined under the Amended 2018 Plan as (i) the participant’s conviction of any crime involving fraud, dishonesty or moral turpitude; (ii) the participant’s attempted commission of or participation in a fraud or act of dishonesty against the Company resulting in material harm to the business of the Company; (iii) the participant’s intentional, material violation of any contract or agreement with the Company, or any statutory duty the participant owes to the Company; or (iv) the participant’s conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of duties and that results in material harm to the business of the Company, the participant’s stock options and stock appreciation rights terminate immediately, and the participant is prohibited from exercising his or her stock options and stock appreciation rights. |

  64. The Amended 2018 Plan Incorporates Good Compensation and Governance Practices

    | • | Non-Employee Director Compensation Limit. Subject to approval by stockholders of the Amended 2018 Plan set forth in this Proposal 2 at the 2025 Annual Meeting, the aggregate value of all compensation granted or paid to any non-employee director in any calendar year, including equity grants and cash fees, will not exceed (1) $750,000 in total value or (2) in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value. |

  65. General

    General The Amended 2018 Plan provides for grants to employees of our Company and any parent or subsidiary of our Company (including officers and employee directors) of “incentive stock options” within the meaning of Section 422 of the Code, and for grants of non-qualified stock options and stock purchase rights to employees (including officers and employee directors) and consultants (including non-employee directors) of our Company or any parent or subsidiary of our Company. See “Federal Income Tax Aspects” below for information concerning the tax treatment of incentive stock options, non-qualified stock options and stock purchase rights. The Amended 2018 Plan is not a qualified retirement plan under Section 401(a) of the Code, and is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.

  66. Administration

    Administration The Amended 2018 Plan is administered by our Board, which may in turn delegate authority to administer the Amended 2018 Plan to a committee of non-employee directors. The Board has delegated authority to administer the Amended 2018 Plan to the Compensation Committee of the Board. Our Board may, at any time, revest in itself some or all of the power delegated to such a committee. The Board and any committee of non-employee directors to whom the Board may delegate authority to administer the Amended 2018 Plan are each considered to be a Plan Administrator for purposes of this Proposal 2. Subject to the terms of the Amended 2018 Plan, the Plan Administrator may determine the recipients, the types of stock awards to be granted, the number of shares of our Common Stock subject to or the cash value of stock awards, and the terms and conditions of stock awards granted under the Amended 2018 Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of stock awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise or strike price of stock options and stock appreciation rights granted under the Amended 2018 Plan.

  67. Eligibility

    Eligibility Employees, non-employee directors, and consultants are eligible to participate in the Amended 2018 Plan. As of March 31, 2025, all of our approximately 220 employees (including 6 executive officers), 6 non-employee directors (including currently serving and nominee non-employee directors) and approximately 102 consultants are currently eligible to participate in the 2018 Plan and may receive all types of stock awards other than incentive stock options, under the Amended 2018 Plan. Incentive stock options may be granted under the Amended 2018 Plan only to our employees, including our members of our executive management team.

  68. Authorized Shares

    Authorized Shares Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our Common Stock that may be issued under the Amended 2018 Plan (the “Share Reserve”), if this Proposal 2 is approved by our stockholders, will not exceed 105,455,419 shares, which is the sum of: (i) 2,895,419 shares (which is the number of unallocated shares that remained available for the grant of new stock awards under the 2011 Plan as of the effective date of the 2018 Plan), (ii) 10,000,000 shares (which is the number of new shares that were reserved as of the effective date of the 2018 Plan), (iii) the 5,700,000 shares approved by our stockholders in June 2020, (iv) the 12,500,000 shares approved by our stockholders in May 2021, (v) the 11,000,000 shares approved by our stockholders in May 2022, (vi) the 43,360,000 approved by our stockholders in May 2023, and (vii) the 20,000,000 newly-requested shares that are the subject of this Proposal 2, and (vii) any Prior Plans’ Returning Shares (as defined below), as such shares become available from time to time. The “Prior Plans’ Returning Shares” are shares subject to outstanding stock awards granted under the Prior Plans that, from and after the effective date of the Amended 2018 Plan, (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) other than with respect to outstanding stock options and stock appreciation rights granted under the Prior Plans with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant (“Prior Plans’ Appreciation Awards”), are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award. The number of shares of our Common Stock available for issuance under the 2018 Plan will be reduced by (i) one share for each share of Common Stock issued pursuant to a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant, and (ii) 1.3 shares for each share of Common Stock issued pursuant to a Full Value Award (i.e., any stock award that is not a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying Common Stock on the date of grant) granted on or after May 31, 2023 and (iii) 2.0 shares for each share of Common Stock issues pursuant to a Full Value Award granted before May 31, 2023. If (i) any shares of Common Stock subject to a stock award are not issued because the stock award expires or otherwise terminates without all of the shares covered by the stock award having been issued or is settled in cash, (ii) any shares of Common Stock issued pursuant to a stock award are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) with respect to a Full Value Award, any shares of Common Stock are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with the award, then such shares will again

  69. Authorized Shares

    become available for issuance under the 2018 Plan (collectively, the “2018 Plan Returning Shares”). For each 2018 Plan Returning Share subject to a Full Value Award, or Prior Plans’ Returning Share subject to a stock award other than a Prior Plans’ Appreciation Award, the number of shares of Common Stock available for issuance under the 2018 Plan will increase by 1.3 shares (or 2.0 shares if the Full Value Award was granted prior to May 31, 2023). Any shares of Common Stock reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award will no longer be available for issuance under the Amended 2018 Plan, including any shares subject to a stock award that are not delivered to a participant because the stock award is exercised through a reduction of shares subject to the stock award. In addition, any shares reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock option or stock appreciation right granted under the Amended 2018 Plan or a Prior Plans’ Appreciation Award, or any shares repurchased by us on the open market with the proceeds of the exercise or strike price of a stock option or stock appreciation right granted under the Amended 2018 Plan or a Prior Plans’ Appreciation Award will no longer be available for issuance under the Amended 2018 Plan. Subject to adjustment, as described below, no more than 210,910,838 shares of our Common Stock may be delivered in satisfaction of incentive stock options awarded under the 2018 Plan. The Common Stock issuable under the Amended 2018 Plan may be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by our Company on the open market or otherwise. The closing price of our Common Stock, as reported on the Nasdaq Global Select Market on March 24, 2025, was $1.75 per share.

  70. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including stock awards granted and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, or, in the event such non-employee director is first appointed or elected to the board during such calendar year, $1,000,000 in total value (in each case, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). These limitations will apply commencing with the annual period that begins on this Annual Meeting, if the Amended 2018 Plan is approved by stockholders under this Proposal 2.

  71. Repricing, Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights

    Repricing, Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights Under the Amended 2018 Plan, the Plan Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our Common Stock in exchange for cash or other stock awards, without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event.

  72. Stock Options

    Stock Options Stock options may be granted under the Amended 2018 Plan pursuant to stock option agreements. The Amended 2018 Plan permits the grant of stock options that are intended to qualify as incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”). The exercise price of a stock option granted under the Amended 2018 Plan may not be less than 100% of the fair market value of the Common Stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

  73. Stock Options

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  74. Stock Options

    The term of stock options granted under the Amended 2018 Plan may not exceed ten years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us, if a participant’s service relationship with us (referred to in this Proposal 2 as “continuous service”) terminates (other than for cause or the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us, if a participant’s continuous service terminates due to the participant’s disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant, or his or her beneficiary, as applicable, may exercise any vested stock options for up to 24 months following the participant’s termination due to the participant’s disability or following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us, if a participant’s continuous service is terminated for cause (as defined in the Amended 2018 Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. Except as otherwise provided in a participant’s stock option agreement or other written agreement with us, the term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause or the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any Common Stock received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate our insider trading policy. In no event, however, may a stock option be exercised after its original expiration date. Acceptable forms of consideration for the purchase of our Common Stock pursuant to the exercise of a stock option under the Amended 2018 Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our Common Stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator. Stock options granted under the Amended 2018 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the Amended 2018 Plan may be subject to different vesting schedules as the Plan Administrator may determine. The Plan Administrator may impose limitations on the transferability of stock options granted under the Amended 2018 Plan in its discretion. Generally, a participant may not transfer a stock option granted under the Amended 2018 Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death.

  75. Limitations on Incentive Stock Options

    Limitations on Incentive Stock Options In accordance with current federal tax laws, the aggregate fair market value, determined at the time of grant, of shares of our Common Stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our equity incentive plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power unless the following conditions are satisfied:

  76. Limitations on Incentive Stock Options

    | • | the exercise price of the ISO must be at least 110% of the fair market value of the Common Stock subject to the ISO on the date of grant; and |

  77. Limitations on Incentive Stock Options

    | • | the term of the ISO must not exceed five years from the date of grant. |

  78. Limitations on Incentive Stock Options

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  79. Limitations on Incentive Stock Options

    Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our Common Stock that may be issued pursuant to the exercise of ISOs under the 2018 Plan is 210,910,838 shares if the Amended 2018 Plan is approved by our stockholders under this Proposal 2, otherwise 171,000,000 shares.

  80. Stock Appreciation Rights

    Stock Appreciation Rights Stock appreciation rights may be granted under the Amended 2018 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in Common Stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator, but will in no event be less than 100% of the fair market value of the Common Stock subject to the stock appreciation right on the date of grant. The Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the Amended 2018 Plan.

  81. Restricted Stock Awards

    Restricted Stock Awards Restricted stock awards may be granted under the Amended 2018 Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to us, the participant’s services performed for us, or any other form of legal consideration acceptable to the Plan Administrator. Shares of our Common Stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our Common Stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. A restricted stock award agreement may provide that any dividends paid on restricted stock will be subject to the same vesting conditions as apply to the shares subject to the restricted stock award. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.

  82. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Restricted stock unit awards may be granted under the Amended 2018 Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our Common Stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Dividend equivalents may be credited in respect of shares of our Common Stock covered by a restricted stock unit award, provided that any additional shares credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying restricted stock unit award. Except as otherwise provided in a participant’s restricted stock unit award agreement or other written agreement with us, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.

  83. Restricted Stock Unit Awards

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  84. Change in Control

    Change in Control Under the 2018 Plan, a stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control (as defined in the 2018 Plan and described below) as may be provided in the participant’s stock award agreement, in any other written agreement with us or in our Director Compensation Policy. For purposes of the Amended 2018 Plan, a change in control generally will be deemed to occur upon the first to occur of an event set forth in any one of the following: (i) as a result of any merger or consolidation, the voting securities of the Company outstanding immediately prior thereto represent less than 49% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such transaction; (ii) during any period of 24 consecutive calendar months, a majority of our Board becomes comprised of individuals whose nomination, appointment, or election was not approved by at least two-thirds of the Board members or their approved successors; (iii) any individual, entity or group becomes the beneficial owner of more than 20% of the then outstanding shares of Common Stock of the Company; (iv) any sale of all or substantially all of the assets of the Company; or (v) the complete liquidation or dissolution of the Company. The acceleration of vesting of a stock award in the event of a corporate transaction or a change in control event under the 2018 Plan may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of us.

  85. Non-statutory Stock Options

    Non-statutory Stock Options Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to his or her fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code (“Section 162(m)”), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

  86. Incentive Stock Options

    Incentive Stock Options The Amended 2018 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the provisions of Section 162(m), and provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

  87. Incentive Stock Options

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  88. Restricted Stock Awards

    Restricted Stock Awards Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the restricted stock award, to recognize ordinary income, as of the date the recipient receives the restricted stock award, equal to the excess, if any, of the fair market value of the stock on the date the restricted stock award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested. Subject to the requirement of reasonableness, the provisions of Section 162(m), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

  89. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exception to the requirements of Section 409A of the Code (including delivery upon achievement of a performance goal), in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered. Subject to the requirement of reasonableness, the provisions of Section 162(m), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.

  90. New Plan Benefits Under the Amended 2018 Plan

    | (5) Under the current terms of our Director Compensation Policy, the aggregate value of all compensation granted to an individual for service as a non-employee director in any calendar year, including awards granted and cash fees, will not exceed (1) $750,000 in total value or (2) $1,000,000 for directors who are first-time appointees in such calendar year, if this Proposal 2 is approved by our stockholders. |

  91. Options and Restricted Stock Units Granted Under 2018 Plan

    Options and Restricted Stock Units Granted Under 2018 Plan The following table presents certain information with respect to cumulative stock options and restricted stock unit awards that have been granted under the 2018 Plan as of March 1, 2025:

  92. Options and Restricted Stock Units Granted Under 2018 Plan

    | Name and Position | Cumulative Number of Shares Subject to Stock Options Granted Under the 2018 Plan | Weighted Average Exercise Price Per Share | Restricted Stock Units Granted Under the 2018 Plan | | John A. Scarlett, M.D. (1) Former Chairman of the Board, President and Chief Executive Officer | 13,039,750 | $1.84 | 410,000 | | Michelle J. Robertson Executive Vice President, Finance, Chief Financial Officer and Treasurer | 1,506,000 | $1.69 | 110,000 | | Joseph Eid, M.D.(2) Executive Vice President, Research and Development | — | — | — | | Andrew J. Grethlein, Ph.D. Executive Vice President, Chief Operating Officer | 5,070,844 | $1.78 | 140,000 | | James Ziegler Executive Vice President, Chief Commercial Officer | 529,000 | $2.63 | 89,000 | | All current executive officers as a group (3) | 24,627,394 | $1.97 | 1,127,000 | | All current directors who are not executive officers as a group (4) | 4,665,000 | $2.35 | 378,000 | | Each nominee for election as a director: | | | | | Dawn C. Bir (4) | 786,000 | $2.09 | N/A | | Elizabeth G. O’Farrell | 786,000 | $2.09 | N/A | | Each associate of any current executive officers, current directors or director nominees | — | — | — | | Each other person who received or is to receive 5% of awards | — | — | — | | All current employees who are not executive officers as a group | 49,065,903 | $1.80 | 2,373,422 |

  93. Options and Restricted Stock Units Granted Under 2018 Plan

    | (1) Dr. Scarlett ceased serving as our President and Chief Executive Officer and resigned from our Board on March 10, 2025. |

  94. Options and Restricted Stock Units Granted Under 2018 Plan

    | (2) Dr. Eid was not eligible to receive an annual equity grant under the 2018 Plan due to the fact that his employment with the Company commenced on November 11, 2024, and it is our practice not to award annual equity awards to employees, including Named Executive Officers, who commence employment after October 1 of the applicable calendar year. Dr. Eid received new hire options under the Inducement Plan. |

  95. Options and Restricted Stock Units Granted Under 2018 Plan

    | (3) The amounts reported include the options and RSUs granted to Dr. Scarlett as of March 1, 2025, prior to the date that Dr. Scarlett ceased serving as our President and Chief Executive Officer, which was March 10, 2025. Ms. Bir was appointed as Interim President and Chief Executive Officer on March 10, 2025 in connection with Dr. Scarlett ceasing to serve as the Company’s President and Chief Executive Officer as of March 10, 2025; however, the amounts reported do not reflect the options granted to Ms. Bir in her capacity as a non-employee director as of March 1, 2025, which are reflected in the table under “Each Nominee for Election as a director.” |

  96. Options and Restricted Stock Units Granted Under 2018 Plan

    | (4) The amounts reported include the options that were granted to Ms. Bir in her capacity as a non-employee director through March 10, 2025. |

  97. Options and Restricted Stock Units Granted Under 2018 Plan

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  98. Options and Restricted Stock Units Granted Under 2018 Plan

    Please see the section of this Proxy Statement entitled “Equity Compensation Plan Information” for certain information with respect to compensation plans under which our equity securities are authorized for issuance.

  99. Equity Compensation Plan Information

    Equity Compensation Plan Information Please see the section of this Proxy Statement entitled “Equity Compensation Plan Information” for certain information with respect to compensation plans under which our equity securities are authorized for issuance.

  100. Equity Compensation Plan Information

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  101. Equity Compensation Plan Information

    Proposal Four Advisory Vote to Approve Named Executive Officer Compensation As required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Board is requesting stockholders to vote, on a non-binding advisory basis, to approve the compensation paid to our Named Executive Officers (as defined under the section entitled, “Compensation Discussion and Analysis”), as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and our executive compensation philosophy, policies and practices described in this Proxy Statement. The overall compensation of our Named Executive Officers subject to the vote is disclosed in this Proxy Statement in the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Narrative Disclosure.” The Compensation Committee continually reviews our executive compensation program to determine whether such program achieves our desired goals of aligning our executive compensation strategy and structure with our stockholders’ interests and current market practices. In 2017 and again in 2023, when considering the say on pay frequency, our stockholders approved an annual advisory vote. At the 2024 annual meeting of stockholders, approximately 96.1% of the votes cast were to approve our executive compensation program. The Compensation Committee reviewed the result of this vote, and, in light of the approval by a substantial majority of our stockholders of the compensation program described in our proxy statement for the 2024 annual meeting of stockholders, did not implement any significant changes to our executive compensation program as a result of the vote. As discussed in detail in the section entitled “Compensation Discussion and Analysis” of this Proxy Statement, our executive compensation strategy and structure is designed to motivate our executive management team to create long-term value for our stockholders through the achievement of strategic business objectives, while effectively managing the risks and challenges inherent in a late-stage clinical and early commercial-stage biopharmaceutical company. As the long-term success of Geron depends on the talents of our employees, our compensation structure plays a significant role in our ability to attract, retain and motivate the highest quality workforce in a competitive biotechnology employment market, while also promoting a high-performance culture. The Compensation Committee believes the emphasis on pay for performance in our executive compensation program strongly aligns with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” section of this Proxy Statement for additional details about our executive compensation program, including information about the 2024 compensation of our Named Executive Officers.

  102. Equity Compensation Plan Information

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  103. Advisory Vote and Board Recommendation

    | • | process for setting executive compensation, including the role of the Compensation Committee, management and independent compensation consultant; |

  104. Compensation Highlights

    | • | Significant Portion of “At-Risk” Compensation: As reflected in the charts below, approximately 87% of the 2024 total direct compensation for Dr. Scarlett, our former President and Chief Executive Officer, and approximately 77% of the average 2024 total direct compensation for Ms. Robertson and Dr. Grethlein, our other Named Executive Officers who served as executive officers for the entire year, was comprised of “at-risk” compensation in the form of an annual performance-based bonus and long-term equity awards that have value only if our stock price increases from the price of the grant date. “Total direct compensation,” as referred to in this Compensation Discussion and Analysis, means the sum of base salary paid, the actual annual performance-based bonus paid and the grant date fair value of long-term equity awards granted, in each case as reported in the Summary Compensation Table. |

  105. Compensation Highlights

    | • | Annual Performance-Based Bonus: Achievement of our 2024 annual corporate goals resulted in a corporate goal achievement factor of 125% of target, and for each of our eligible Named Executive Officers other than Dr. Scarlett whose annual performance-based bonus was based entirely on the achievement of our annual corporate goals, their individual performance and their contributions to our corporate values resulted in individual performance factors ranging from 125% to 130% of target and a corporate values performance factor of 100% of target, respectively. See the section below entitled “Compensation Decisions in 2024—2024 Annual Performance-Based Bonuses” for more information. |

  106. Compensation Highlights

    | • | Annual Equity Awards: In 2024, our Named Executive Officers received long-term incentive awards in the form of stock options that vest over four years and have value only if our stock price increases from the price on the grant date. |

  107. Compensation Highlights

    | • | Payout of Performance-Based Options: In June 2024, upon approval by the FDA for imetelstat in LR-MDS, performance-based stock options previously granted to Dr. Scarlett, Ms. Robertson and Dr. Grethlein vested in full. |

  108. Important Features of Our Executive Compensation Program

    | What We Do: | | What We Don’t Do: | | ✔ | Emphasize pay for performance using a mix of annual and long-term incentivesX | Approve automatic or guaranteed annual salary increases | | ✔ | Conduct competitive review designed to ensure executive compensation is aligned to marketX | Permit automatic or guaranteed bonuses or long-term incentive awards | | ✔ | Require a compensation recoupment (i.e., clawback) with respect to our executive management team in our executive employment agreements, as well as in our Clawback PolicyX | Provide for tax gross-ups | | ✔ | Appoint only independent directors to the Compensation CommitteeX | Reprice options without stockholder approval | | ✔ | Engage an independent compensation consultant reporting directly to the Compensation CommitteeX | Allow hedging or pledging of Company stock | | ✔ | Annually assess risk in our compensation programs and identify mitigation strategiesX | Grant stock options with an exercise price less than fair market value | | ✔ | Conduct annual say-on-pay vote | |

  109. Philosophy and Objectives

    | Objectives | Description | | Pay for Performance | We tie annual performance-based bonuses to the successful achievement of pre-established corporate and individual goals tied to our strategy | | Alignment to Stockholders’ Interests | We structure long-term incentives subject to multi-year vesting based on continued service, such that value is realized based upon the appreciation of stock value and remaining in-service at the Company | | Competitiveness | We compare our practices with appropriate peer companies to ensure annual and long-term compensation correspond with industry and market standards |

  110. Pay for Performance/At-Risk Pay

    Pay for Performance/At-Risk Pay Our executive compensation program is designed to reward achievement of the specific strategic goals that we believe will advance our business strategy and create long-term value for our stockholders. Consistent with our goal of attracting, motivating and retaining a high-caliber executive management team, our executive compensation program is designed to pay for performance. We utilize compensation elements that meaningfully align our Named Executive Officers’ interests with those of our stockholders to create long-term value. As such, a significant portion of our Chief Executive Officer’s and other executive officers’ compensation is “at-risk”, performance-based compensation, in the form of long-term equity awards (including, from time to time, performance-vesting equity awards) and annual cash incentives that are only earned if we achieve measurable corporate metrics. In 2024, approximately 87% of our former Chief Executive Officer’s total direct compensation was comprised of “at-risk” compensation, and approximately 77% of the average total direct compensation for Ms. Robertson and Dr. Grethlein, our other Named Executive Officers who served as executive officers for the entire year, was comprised of “at- risk” compensation, in each case in the form of an annual performance-based bonus and long-term equity awards that have value only if our stock price increases from the price of the grant date.

  111. Compensation Components

    Compensation Components The primary components of our executive compensation program consist of elements that are available to all employees, including base salary, annual performance-based bonuses, stock options and, beginning January 1, 2025, restricted stock units, and broad-based benefits. To help retain and motivate our executive officers, including our Named Executive Officers, we target total compensation that is competitive with the biotechnology employment markets through the utilization of a mix of short- and long-term compensation, fixed and variable pay and cash and equity-based compensation. We believe a mixture of these

  112. Compensation Components

    | | /---------Fixed Pay ------- / | /-------------------Variable Pay (At Risk)---------------- / | | | | Base Salary | Performance-Based Bonus(1) | Long-Term Incentives | | Form | Cash | Cash | Equity | | When paid/vested | Ongoing, twice monthly | Annual | Time-Based Stock Options: Subject to six-month cliff vesting for new-hire grants; equity fully vested after four years of continuous service | | | | | New for 2025: Time-based restricted stock units (RSUs): Subject to annual vesting; equity fully vested after four years of continuous service | | How determined | • Competitive data • Scope of responsibilities • Work experience • Critical skills • Individual performance | • Target awards are set as a percent of salary based on competitive data • Award payouts are based on achievement of weighted corporate and individual goals and corporate values • CEO bonus tied 100% to corporate goal achievement | • Based on competitive data and industry standards • Takes into consideration potential projected benefit upon stock price appreciation • Strategic company-level objectives (for performance-based awards) when granted | | Why paid | Provides competitive levels of fixed pay to attract and retain executives | Motivates attainment of critical near-term priorities by linking annual company and individual performance to an annual incentive | Promotes retention of key talent, aligns executive and stockholder interests and encourages employee ownership in Geron |

  113. Compensation Components

    | (1) Reported as non-equity incentive plan compensation in the Summary Compensation Table. |

  114. Compensation Components

    | • | market-competitive compensation based on defined peer group market data provided by Aon; |

  115. Compensation Components

    | • | each Named Executive Officer’s individual performance (other than our Chief Executive Officer, whose bonus is based entirely on achievement of our corporate goals); |

  116. Compensation Components

    | • | the retention value of outstanding equity awards; |

  117. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee actively reviews and assesses our executive compensation program in light of the highly competitive employment environment in the biotechnology industry, the challenges of recruiting, motivating and retaining our executive officers, including our Named Executive Officers, in an industry such as ours, which has much longer business cycles than other commercial industries, and evolving compensation governance and best practices. To assist with this assessment, the Compensation Committee has the authority to retain special counsel and other experts, including compensation consultants, to support their responsibilities in determining executive compensation and related benefits. Since December 2011, the Compensation Committee has retained Aon as its independent compensation consultant due to its extensive analytical and compensation expertise in the biotechnology and pharmaceutical industry. Although the Company pays the costs of Aon’s services, the Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve fees for Aon’s services. Aon makes recommendations to the Compensation Committee, but it has no authority to make compensation decisions on behalf of the Compensation Committee or the Company. The Compensation Committee, at its discretion, may communicate and meet with Aon with no Company employees present. In March 2024, the Compensation Committee reviewed information from Aon about potential conflicts of interest and analyzed whether the work of Aon as a compensation consultant raised any conflict of interest, taking into consideration the following six factors:

  118. Role of Independent Compensation Consultant

    | (i) the provision of other services to Geron by Aon, any other Aon company or their affiliates (collectively, the “Aon Affiliates”); |

  119. Role of Independent Compensation Consultant

    | (ii) the amount of fees Geron paid to Aon or any Aon Affiliate as a percentage of the firm’s total revenue; |

  120. Role of Independent Compensation Consultant

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  121. Role of Independent Compensation Consultant

    | (iii) | Aon’s policies and procedures to prevent conflicts of interest; |

  122. Role of Independent Compensation Consultant

    | (iv) any business or personal relationship of Aon, any Aon Affiliates or the individual compensation advisors employed by Aon with an executive officer of the Company; |

  123. Role of Independent Compensation Consultant

    | (v) any business or personal relationship of the individual compensation advisors employed by Aon with any member of the Compensation Committee; and |

  124. Role of Independent Compensation Consultant

    | (vi) any Geron Common Stock owned by the individual compensation advisors employed by Aon. |

  125. Role of Independent Compensation Consultant

    Based on these factors, the Compensation Committee determined that there were no conflicts of interest with respect to the provision of services by Aon to the Compensation Committee. In 2024, fees paid to Aon for their services as a compensation consultant to the Compensation Committee amounted to less than 1.0% of Aon’s total revenue for the same period, and Aon did not provide additional services, outside of general compensation survey data, to the Company in 2024. In March 2025, the Compensation Committee performed a similar analysis of Aon’s independence, and determined that there were no conflicts of interest with respect to the provision of services by Aon to the Compensation Committee. For 2024, Aon provided the following services to the Compensation Committee:

  126. Role of Independent Compensation Consultant

    | • | reviewed emerging trends and topics regarding executive and non-employee director compensation; |

  127. Role of Independent Compensation Consultant

    | • | recommended the companies to comprise a defined peer group to reference in determining executive and non-employee director compensation; |

  128. Role of Independent Compensation Consultant

    | • | provided compensation data and practices related to executive officers for the defined peer group based on data from SEC filings and Aon’s Life Sciences Survey; |

  129. Role of Independent Compensation Consultant

    | • | conducted a competitive review of the compensation of our executive officers and non-employee directors, including advising on the design and structure of compensation; |

  130. Role of Independent Compensation Consultant

    | • | provided an analysis with respect to non-executive compensation, including equity grants; |

  131. Role of Independent Compensation Consultant

    | • | prepared an analysis of share usage under our equity incentive plans in comparison to the defined peer group based on data from SEC filings; and |

  132. Role of Independent Compensation Consultant

    | • | provided guidance on the size and structure of the new-hire compensation packages provided to senior executive hires. |

  133. Use of Market Data and Peer Group Analysis

    Use of Market Data and Peer Group Analysis When considering executive compensation, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly traded companies in the life sciences industry and to understand the demand and competition that the Company faces in attracting and retaining individuals with specific expertise and experience. The Compensation Committee, therefore, actively reviews and assesses our executive compensation program in light of the highly competitive employment environment in the biotechnology industry, the challenges of recruiting, motivating and retaining our executive management team, including our Named Executive Officers, in an industry such as ours, which has much longer business cycles than other commercial industries, and evolving compensation governance and best practices. In October 2023, based on the recommendation of Aon, the Compensation Committee determined that a defined peer group was appropriate to reference in connection with making 2024 executive compensation decisions. With the assistance of Aon, the Compensation Committee considered several factors in determining the companies to be included in the defined peer group for 2024 executive compensation decisions, including: (i) sector and stage of development, with a primary focus on publicly held pre-commercial or early-commercial U.S. biotechnology companies; (ii) market capitalizations that were within a reasonable range of our own (approximately one-half to three times our market capitalization); (iii) revenues below $300 million; and (iv) headcounts that were within a reasonable range of our own (approximately one-half to three times our headcount). Based on this analysis, the Compensation Committee determined that the following companies would be referenced when making 2024 executive compensation decisions:

  134. Use of Market Data and Peer Group Analysis

    | | 2024 Peer Group(1) | | | 1. ADMA Biologics, Inc. (ADMA) | 8. Deciphera Pharmaceuticals, Inc. (DCPH) | 15. Rhythm Pharmaceuticals, Inc. (RYTM) | | 2. Amylyx Pharmaceuticals, Inc. (AMLX) | 9. ImmunityBio, Inc. (IBRX) | 16. Seres Therapeutics, Inc. (MCRB) | | 3. Ardelyx, Inc. (ARDX) | 10. ImmunoGen, Inc. (IMGN) | 17. SpringWorks Therapeutics, Inc. (SWTX) | | 4. Catalyst Pharmaceuticals, Inc. (CPRX) | 11. Krystal Biotech, Inc. (KRYS) | 18. TG Therapeutics, Inc. (TGTX) | | 5. Coherus Biosciences, Inc. (CHRS) | 12. MannKind Corporation (MNKD) | 19. Travere Therapeutics, Inc. (TVTX) | | 6. Cytokinetics, Inc. (CYTK) | 13. Mirum Pharmaceuticals, Inc. (MIRM) | 20. Veracyte, Inc. (VCYT) | | 7. Day One Biopharmaceuticals, Inc. (DAWN) | 14. Revance Therapeutics, Inc. (RVNC) | 21. Vericel Corp. (VCEL) |

  135. Use of Market Data and Peer Group Analysis

    | (1) The 2024 peer group reflects the following changes from our prior year peer group: (i) the removal of two companies that were acquired (CTI BioPharma and Provention Bio); (ii) the removal of two companies that no longer met the appropriate selection criteria for inclusion (Agenus and Reata Pharmaceuticals); and (iii) the addition of four companies that met the appropriate selection criteria for inclusion (Day One Biopharmaceuticals, MannKind, Mirum Pharmaceuticals and SpringWorks Therapeutics). |

  136. Use of Market Data and Peer Group Analysis

    At the time the 2024 peer group was selected, our 60-day average market capitalization approximated the 47th percentile of the 2024 peer group, our headcount was below the 25th percentile of the 2024 peer group, and because we were then a pre-commercial company, our revenues were below the 25th percentile of the 2024 peer group. In August 2024, with the assistance of Aon, the Compensation Committee evaluated our 2024 peer group and considered AON’s recommended updates thereto that were intended to reflect our transition to a commercial-stage company upon FDA approval of RYTELO in June 2024. Based on this analysis, which generally focused on the same factors as described above, the Compensation Committee determined that companies set forth in the table below would be referenced when making 2025 executive compensation decisions. This peer group was also referenced by the Compensation Committee when determining the new hire compensation packages awarded to Mr. Ziegler and Dr. Eid, who commenced employment with the Company in September 2024 and November 2024, respectively.

  137. Use of Market Data and Peer Group Analysis

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  138. Use of Market Data and Peer Group Analysis

    | | 2025 Peer Group(1) | | | 1. ADMA Biologics, Inc. (ADMA) | 9. Dynavax Technologies Corporation (DVAX) | 17. Rhythm Pharmaceuticals, Inc. (RYTM) | | 2. Agios Pharmaceuticals, Inc. (AGIO) | 10. ImmunityBio, Inc. (IBRX) | 18. Soleno Therapeutics, Inc. (SLNO) | | 3. Ardelyx, Inc. (ARDX) | 11. Iovance Biotherapeutics, Inc. (IOVA) | 19. SpringWorks Therapeutics, Inc. (SWTX) | | 4. Axsome Therapeutics, Inc. (AXSM) | 12. Krystal Biotech, Inc. (KRYS) | 20. Syndax Pharmaceuticals (SNDX) | | 5. Blueprint Medicines Corporation (BPMC) | 13. Ligand Pharmaceuticals, Incorporated (LGND) | 21. TG Therapeutics, Inc. (TGTX) | | 6. Catalyst Pharmaceuticals, Inc. (CPRX) | 14. Madrigal Pharmaceuticals, Inc. (MDGL) | 22. Veracyte, Inc. (VCYT) | | 7. Cytokinetics, Inc. (CYTK) | 15. MannKind Corporation (MNKD) | 23. Vericel Corp. (VCEL) | | 8. Day One Biopharmaceuticals, Inc. (DAWN) | 16. Mirum Pharmaceuticals, Inc. (MIRM) | |

  139. Use of Market Data and Peer Group Analysis

    | (1) The 2025 peer group reflects the following changes from our 2024 peer group: (i) the removal of two companies that were acquired (Deciphera Pharmaceuticals and Immunogen); (ii) the removal of five companies that no longer met the appropriate selection criteria for inclusion (Amylyx Pharmaceuticals, Coherus Biosciences, Revance Therapeutics, Seres Therapeutics and Travere Therapeutics); and (iii) the addition of nine companies that met the appropriate selection criteria for inclusion (Agios Pharmaceuticals, Axsome Therapeutics, Blueprint Medicines, Dynavax Technologies, Iovance Biotherapeutics, Ligand Pharmaceuticals, Madrigal Pharmaceuticals, Soleno Therapeutics and Syndax Pharmaceuticals). |

  140. Use of Market Data and Peer Group Analysis

    At the time the 2025 peer group was selected, our 60-day average market capitalization approximated the 67th percentile, our headcount was below the 25th percentile, and, because we had recently received FDA approval for RYTELO and just commenced commercialization, our revenues were below the 25th percentile of the 2025 peer group.

  141. Assessing Annual Corporate Performance

    | • | any other significant company accomplishments not included in the formal goals, but nonetheless deemed important to our near- and long-term success. |

  142. Determining Equity Grants

    Determining Equity Grants The Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee), in consultation with Aon, determines the size of any stock option grant according to each executive officer’s position. To do so, the Compensation Committee considers numerous factors, as outlined below under “2024 Stock Option Grants” and has the discretion to give relative weight to each of these factors as it sets the size of the stock option grant to appropriately create an opportunity for future reward based on increasing stockholder value. There is no set formula for the granting of stock options to employees, including our Named Executive Officers; however, we reference the grant ranges based on the market data provided by Aon for each position. While we have not adopted formal stock ownership or holding guidelines, our Named Executive Officers generally have held a substantial portion of the stock options they have received, even long after the stock options have vested, which helps to maintain alignment between the interests of our Named Executive Officers and those of our stockholders over the longer term. Stock Option Granting Practices Our general policy is to grant stock options on fixed dates determined in advance. All required approvals are obtained in advance of or on the actual grant date. The exercise price of all stock option grants, including to executive officers and directors, is equal to the closing price of our Common Stock as reported by the Nasdaq Global Select Market on the date of grant. Our standard vesting schedule for the first stock option grant awarded to newly hired employees, including executive officers, provides that 12.5% of the shares granted will vest six months after the vesting commencement date of the grant, and the remaining shares will vest in equal monthly installments over the following 42 months, so

  143. Determining Equity Grants

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  144. Determining Equity Grants

    that vesting is complete four years from the date of grant, provided the employee continues to provide services to the Company during that time. Additional stock option grants made after an employee, including an executive officer, has provided services to the Company for more than six months, generally vest monthly from the date of grant over four years. For more information about the timing of stock option grants, see the section entitled “Policies and Practices Related to the Grant of Certain Equity Awards.”

  145. 2024 Base Salaries

    | • | the peer group market data provided by Aon at the 25th, 50th and 75th percentiles; |

  146. 2024 Base Salaries

    Based on this analysis, the Compensation Committee and, with respect to Dr. Scarlett, the Independent Board, approved base salary increases of 3% for each of Dr. Scarlett and Ms. Robertson, reflecting a market competitive merit increase. In addition, the Compensation Committee approved a base salary increase of approximately 14% for Dr. Grethlein to align his base salary closer to the 50th percentile of our peer group (his 2023 base salary fell below the 25th percentile of our peer group) and to reflect his broad cross-functional responsibilities in 2024 as our Chief Operating Officer. The 2024 base salary increases for Dr. Scarlett, Ms. Robertson and Dr. Grethlein became effective as of January 1, 2024. The Compensation Committee approved base salaries for Mr. Ziegler and Dr. Eid in connection with their commencement of employment with the Company in September 2024 and November 2024, respectively. In determining such base salaries, the Compensation Committee considered several factors, including the 2025 peer group market data, the competitive market for executive talent in our industry, and the scope of their responsibilities. The following were the approved annualized base salaries for each of our Named Executive Officers for 2024:

  147. 2024 Annual Performance-Based Bonuses

    2024 Annual Performance-Based Bonuses In keeping with our pay for performance philosophy, the annual performance-based bonus that can be earned by each Named Executive Officer is variable and at risk due to its dependency on the performance of the individual and the overall Company. Consistent with prior years, for 2024, other than Dr. Scarlett, each Named Executive Officer’s annual performance-based bonus (with the exception of Dr. Eid) was contingent on the following: 50% upon the level of achievement of our corporate goals, 30% upon the level of achievement of individual goals, and 20% upon individual support and manifestation of our corporate values. Dr. Scarlett’s annual performance-based bonus was 100% contingent upon the level of achievement of our corporate goals. Dr. Eid was not eligible for, and he therefore did not receive, an annual performance-based bonus for 2024, due to the fact that his employment with the Company commenced in November 2024, and it is our practice to not award annual bonuses or base salary increases to employees, including Named Executive Officers, who commence employment after October 1 of the applicable calendar year. Pursuant to his employment agreement, Dr. Eid’s annual performance-based bonus target is equal to 55% of his base salary. The table below summarizes the 2024 annual performance-based bonus targets as a percentage of annual salary for each of our Named Executive Officers (other than Dr. Eid, who was not eligible to receive a 2024 annual performance-based bonus). Each of these bonus targets approximated the 50th percentile of our peer group data, and with respect to the bonus targets of Dr. Scarlett, Ms. Robertson and Dr. Grethlein, they remained unchanged from their prior year levels. The Compensation Committee determined that these bonus targets were appropriate for 2024 in light of the functions for which our Named Executive Officers were accountable to ensure achievement of our 2024 corporate goals, and that they strengthened our ability to retain our Named Executive Officers in a competitive job market.

  148. 2024 Annual Performance-Based Bonuses

    | Named Executive Officer | Annual Incentive Bonus Target as a % of Salary | | John A. Scarlett, M.D. | 65% | | Michelle J. Robertson | 45% | | Andrew J. Grethlein, Ph.D. | 50% | | James Ziegler (1) | 45% |

  149. 2024 Annual Performance-Based Bonuses

    | (1) Mr. Ziegler joined the Company in September 2024 and was eligible to receive a pro-rated bonus based on the period of his employment with the Company during 2024. |

  150. 2024 Individual Achievements by Named Executive Officers

    2024 Individual Achievements by Named Executive Officers Consistent with prior years, Dr. Scarlett’s 2024 annual performance-based bonus was tied 100% to the corporate goal achievement factor. Accordingly, with the Independent Board approval of the corporate goal achievement factor of 125% and Dr. Scarlett’s direct responsibility and contributions for the achievement of such goals, the Compensation Committee recommended, and the Independent Board approved, that Dr. Scarlett receive 125% of his 2024 target annual performance-based bonus. Ms. Robertson was awarded an individual performance factor of 125% and a corporate values performance factor of 100% based on the achievements and contributions made by Ms. Robertson during 2024, including, in particular, that Ms. Robertson:

  151. 2024 Individual Achievements by Named Executive Officers

    | • | served a key leadership role in a broad range of functional areas, including finance, accounting, financial planning and analysis, investor relations and corporate communications, procurement and information technology; |

  152. 2024 Individual Achievements by Named Executive Officers

    | • | conducted an assessment of the information technology organization, resulting in a reorganized department with broadened and commercially supportive experience; |

  153. 2024 Individual Achievements by Named Executive Officers

    | • | evaluated and implemented enterprise resource planning, budget and procurement systems that support a commercially poised organization; and |

  154. 2024 Individual Achievements by Named Executive Officers

    | • | led an equity offering that provided $150 million in gross proceeds and synthetic royalty and debt financings that provided $250 million in cash, with another $125 million in debt available. |

  155. 2024 Individual Achievements by Named Executive Officers

    Dr. Grethlein was awarded an individual performance factor of 130% and a corporate values performance factor of 100% based on the achievements and contributions made by Dr. Grethlein during 2024, including, in particular, that Dr. Grethlein:

  156. 2024 Individual Achievements by Named Executive Officers

    | • | served a key leadership role in a broad range of functional areas, including regulatory, manufacturing, quality, safety/pharmacovigilance, and human resources; |

  157. 2024 Individual Achievements by Named Executive Officers

    | • | maintained responsibility and accountability for key interactions with regulatory authorities, including timely and effective responses to FDA information requests in connection with the Company’s first NDA filing for imetelstat; preparation and strategy for the FDA’s Oncologic Drugs Advisory Committee meeting, responses to manufacturing and quality matters, and the European Marketing Authorization Application submission and review process; |

  158. 2024 Individual Achievements by Named Executive Officers

    | • | maintained responsibility and accountability for pre- and post-marketing pharmacovigilance strategy and launch readiness; and |

  159. 2024 Individual Achievements by Named Executive Officers

    | • | maintained responsibility and accountability for pre-commercial and commercial ready manufacturing and quality operations and strategy, including implementation of alternative supply strategies. |

  160. 2024 Individual Achievements by Named Executive Officers

    Mr. Ziegler was awarded an individual performance factor of 125% and a corporate values performance factor of 100% based on the achievements and contributions made by Mr. Ziegler during 2024, including, in particular, that Mr. Ziegler:

  161. 2024 Individual Achievements by Named Executive Officers

    | • | served a key leadership role in a broad range of functional areas, including sales and marketing, commercial operations, marketing access and business analytics; and |

  162. 2024 Individual Achievements by Named Executive Officers

    | • | upon joining the Company in September 2024, conducted an assessment of the commercial organization and implemented changes to optimize the U.S. launch of RYTELO, resulting in a reorganization of the commercial team and onboarding new leaders in sales and marketing and commercial operations with significant experience in new product launches. |

  163. 2024 Individual Achievements by Named Executive Officers

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  164. 2024 Individual Achievements by Named Executive Officers

    Following are the annual performance-based bonus targets and weighting percentages for each of the factors used to calculate the 2024 annual performance-based bonus for each of our Named Executive Officers (other than Dr. Eid, who was not eligible to receive a 2024 annual performance-based bonus due to his commencement of employment with the Company after October 1, 2024), as well as the 2024 actual bonus percentage awarded.

  165. 2024 Individual Achievements by Named Executive Officers

    | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | = (A*B*C) + (A*D*E) + (A*F*G) Annual Incentive Bonus Awarded as a % of Salary | | Named Executive Officer | Annual Incentive Bonus Target as a % of Salary | Corporate Goal Achievement Weighting | 2024 Corporate Goal Achievement Factor | Individual Performance Weighting | 2024 Individual Performance Factor | Corporate Values Weighting | 2024 Corporate Values Performance Factor | | | John A. Scarlett, M.D. | 65% | 100% | 125% | N/A | N/A | N/A | N/A | 81.25% | | Michelle J. Robertson | 45% | 50% | 125% | 30% | 125% | 20% | 100% | 54.00% | | Andrew J. Grethlein, Ph.D. | 50% | 50% | 125% | 30% | 130% | 20% | 100% | 60.75% | | James Ziegler | 45% | 50% | 125% | 30% | 125% | 20% | 100% | 54.00% |

  166. New Hire Sign-On Bonus

    New Hire Sign-On Bonus In certain circumstances, we provide cash sign-on bonuses to attract executive talent. We determine whether to provide a newly hired executive with a sign-on bonus on a case-by-case basis after taking into account the specific circumstances involving hiring the executive, such as compensating the executive for certain bonus payments that the executive may forfeit from a previous employer or creating an additional incentive for the executive to join us. Dr. Eid commenced serving as our Executive Vice President, Research and Development in November 2024. In connection with his hire, Dr. Eid received a one-time cash sign-on bonus of $200,000 as an inducement to join the Company, which the Compensation Committee determined was essential to the successful recruitment of Dr. Eid, who was ineligible to receive an annual performance-based bonus under our bonus program for 2024 due to his commencement of employment after October 1, 2024, in light of the highly competitive market environment in the biotechnology industry. The sign-on bonus is subject to repayment if Dr. Eid voluntarily leaves the Company before the first anniversary of the commencement of his employment.

  167. 2024 Stock Option Grants

    2024 Stock Option Grants Consistent with the objectives of our executive compensation program to link pay with performance, align the interests of stockholders and employees, and encourage employee ownership in Geron, the Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee) approved annual stock option grants in February 2024 to our Named Executive Officers who were employed at that time, as well as new hire stock option grants to Mr. Ziegler and Dr. Eid upon their commencement of employment in September and November 2024, respectively. The Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee), in consultation with Aon, determines the size of any stock option grant to members of our executive management team, including our Named Executive Officers, according to each individual’s role in the Company. There is no set

  168. 2024 Stock Option Grants

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  169. 2024 Stock Option Grants

    formula for the granting of stock options to employees, including our Named Executive Officers; however, the Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee) considered the following factors for each Named Executive Officer:

  170. 2024 Stock Option Grants

    | • | overall corporate performance in the prior year; |

  171. 2024 Stock Option Grants

    | • | a Named Executive Officer’s recent performance history (if applicable) and his or her potential for future responsibility; |

  172. 2024 Stock Option Grants

    | • | criticality of the individual to the long-term success of the Company; |

  173. 2024 Stock Option Grants

    | • | stock options previously granted to the individual; |

  174. 2024 Stock Option Grants

    | • | the amount of actual versus theoretical equity value per year that has been derived to date by the individual; |

  175. 2024 Stock Option Grants

    | • | the current actual value of unvested equity grants for each individual; |

  176. 2024 Stock Option Grants

    | • | the percentage of stock option grants with exercise prices greater than Geron’s current stock price; and |

  177. 2024 Stock Option Grants

    | • | the number of stock option grants that have expired unexercised as a result of market conditions. |

  178. 2024 Stock Option Grants

    In addition to the above factors, the Compensation Committee (or the Independent Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee) referenced the defined peer group market data provided by Aon and, consistent with our philosophy to place greater emphasis on at-risk compensation elements that align with the creation of long-term value for our stockholders, determined that in 2024 generally targeting between the 50th and 75th percentiles of our peer group data for total equity compensation was appropriate for determining the level of stock option grants for our Named Executive Officers (other than for Mr. Ziegler and Dr. Eid, whose new hire stock option grants were each made as an inducement to join the Company and to create meaningful alignment between their incentives and the interests of our stockholders). In 2024, the Compensation Committee (and the Independent Board with respect to the Chief Executive Officer, upon recommendation from the Compensation Committee) also determined that the equity awards granted to our Named Executive Officers in 2024 should continue to consist only of stock options, consistent with market trends for pre-commercial / development stage companies whereby value is created over time for investors as our product portfolio advances and we gain regulatory approvals. In accordance with our equity grant practices, the exercise price for the stock option grants was equal to the closing price of our Common Stock reported by the Nasdaq Global Select Market on the date of grant and the vesting schedule is monthly over four years from the date of grant, provided the Named Executive Officer continues to provide services to Geron, with new hire stock options subject to six-month cliff vesting. Pursuant to the terms of our equity incentive plans, the vesting of such stock options is subject to acceleration under certain termination or change in control circumstances as described under the sub-section entitled “Potential Payments Upon Termination or Change in Control.”

  179. 2024 Stock Option Grants

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  180. 2024 Stock Option Grants

    Our Named Executive Officers received the following stock option grants in 2024. For additional information on each grant, see the “Outstanding Equity Awards at Fiscal Year-End” table.

  181. 2024 Stock Option Grants

    | Named Executive Officer | Annual Time-Based Stock Option Grant (# of shares) | New Hire Time-Based Stock Option Grant (# of shares) | | John A. Scarlett, M.D. | 3,000,000 | — | | Michelle J. Robertson | 850,000 | — | | Joseph Eid, M.D. | N/A(1) | 2,500,000 | | Andrew J. Grethlein, Ph.D. | 1,200,000 | — | | James Ziegler | N/A(1) | 1,600,000 |

  182. 2024 Stock Option Grants

    | (1) Annual time-based stock option grants are customarily made by our Compensation Committee in February of the applicable year. Because Mr. Ziegler and Dr. Eid commenced employment with the Company in September 2024 and November 2024, respectively, neither individual received an annual time-based stock option grant in 2024. |

  183. 2025 Change to Annual Equity Grant Mix

    2025 Change to Annual Equity Grant Mix In February 2025, upon the recommendation of Aon and to be more consistent with competitive market practice among commercial-stage biotechnology companies, the Compensation Committee and the Independent Board determined that the annual equity grants made to our currently-serving Named Executive Officers for 2025 will consist of a mix of stock options and RSUs, with stock options representing 75% of the target total value of each annual grant and RSUs representing the remaining 25% of such target total value. In making such determination, the Compensation Committee also considered that RSUs help build stock ownership, provide long-term retention value, and are less dilutive to our stockholders than stock options. Our Compensation Committee and Independent Board determined, upon recommendation of Aon, to grant RSUs in an amount equal to one-half of the amount that would be granted in stock options.

  184. Vesting of Performance-Based Stock Options Granted in Prior Years

    Vesting of Performance-Based Stock Options Granted in Prior Years In June 2024, upon approval by the FDA for imetelstat in LR-MDS, performance-based stock options previously granted to Drs. Scarlett and Grethlein in November 2018 and to Ms. Robertson in September 2023 each vested in full. Accordingly, Dr. Scarlett, Dr. Grethlein and Ms. Robertson vested in 1,000,000 shares, 452,804 shares and 250,000 shares, respectively.

  185. Employment Agreements and Potential Payments Upon Termination or Change in Control

    Employment Agreements and Potential Payments Upon Termination or Change in Control We have entered into written employment agreements with each of our executive officers, including our Named Executive Officers, that set forth the terms of their employment, including initial base salaries, and eligibility to participate in the Company’s annual performance-based bonus program. In addition, each employment agreement includes restrictive covenants, such as non-compete and non-solicitation provisions, that would apply in the event of termination, which our Board believes helps to protect the value invested by the Company in its personnel and operations. Each of our executive officers, including our Named Executive Officers, is employed “at will.” Our executive officers, including our Named Executive Officers, are entitled to certain severance and change in control benefits under the terms of our Amended Severance Plan (as defined below in the sub-section entitled “Amended Severance Plan”), their employment agreements and our equity plans, as further described under the sub-section entitled “Potential Payments Upon Termination or Change in Control.” Given the nature of the life sciences industry and the range of strategic initiatives we may explore, the Compensation Committee believes these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent in the competitive biotechnology employment market. Our change in control benefits are intended to allow employees, including our Named Executive Officers, to focus their attention on the business operations of the Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control of the Company. In addition, our severance benefits provide reasonable protection to our executive officers, including our Named Executive Officers, in the event that they are not retained. We do not provide for any excise tax gross-ups in the Amended Severance Plan or in an individual employment agreement with any of our executive officers, including our Named Executive Officers.

  186. Tax and Accounting Implications of Executive Compensation

    Tax and Accounting Implications of Executive Compensation Under Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible, unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at a number of other factors in making its decisions and retains the flexibility to provide compensation to the Company’s Named Executive Officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders. In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences of its decisions, including the impact of stock-based compensation expense being recognized in connection with stock option grants, in determining the size and form of different equity awards.

  187. Summary Compensation Table

    Summary Compensation Table The following table includes information concerning compensation for the years ended December 31, 2024, 2023 and 2022 with respect to our Named Executive Officers.

  188. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John A. Scarlett, M.D. Former Chairman of the Board, President and Chief Executive Officer | 2024 | 810,600 | — | 4,591,200 | 658,600 | 64,838 | 6,125,238 | | | 2023 | 787,000 | 17,906 | 3,563,000 | 493,694 | 62,492 | 4,924,092 | | | 2022 | 761,320 | — | 1,468,740 | 671,000 | 96,142 | 2,997,202 | | Michelle J. Robertson Executive Vice President, Finance, Chief Financial Officer and Treasurer (as of September 25, 2023) | 2024 | 540,800 | — | 1,300,840 | 292,000 | 13,576 | 2,147,216 | | | 2023 | 141,346 | 126,194 | 2,128,680 | 67,006 | 6,433 | 2,469,659 | | Joseph Eid, M.D. Executive Vice President, Research & Development (as of November 11, 2024) | 2024 | 93,750 | 200,000(4) | 6,902,500 | — | 10,348 | 7,762,848 | | Andrew J. Grethlein, Ph.D. Executive Vice President, Chief Operating Officer | 2024 | 600.000 | — | 1,836,480 | 364,500 | 12,976 | 2,813,956 | | | 2023 | 525,000 | 5,007 | 1,588,080 | 281,093 | 15,911 | 2,415,091 | | | 2022 | 507,546 | — | 524,550 | 302,500 | 37,153 | 1,371,749 | | James Ziegler Executive Vice President, Chief Commercial Officer (as of September 9, 2024) | 2024 | 163,221 | — | 5,154,400 | 88,300 | 1,044 | 5,768,744 |

  189. Summary Compensation Table

    | (1) Amounts do not reflect dollar amounts actually received by our Named Executive Officer and instead, in accordance with SEC rules, represent the aggregate grant date fair value of stock option awards granted during the applicable fiscal year as calculated in accordance with FASB ASC Topic 718. Refer to Note 10 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying the valuation of stock options on awards and the calculation method. Refer to the tables under the sub-section entitled “Outstanding Equity Awards at Fiscal Year-End” for information as to each Named Executive Officers’ vested and unvested stock option holdings, and under the sub-section entitled “Compensation Discussion and Analysis - 2024 Stock Option Grants” for the number of stock options granted during 2024. |

  190. Summary Compensation Table

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  191. Summary Compensation Table

    | (2) Amounts disclosed under the “Non-Equity Incentive Plan Compensation” column represent the portion of the annual performance-based bonuses earned pursuant to objective performance criteria established as part of our annual performance-based bonus plan for the indicated year for the achievement of pre-established corporate and other goals. For further discussion on performance-based bonuses paid for 2024, see the sub-section entitled “Compensation Discussion and Analysis - 2024 Annual Performance-Based Bonuses.” Annual performance-based bonuses earned during the year are typically paid in February of the following year. |

  192. Summary Compensation Table

    | (3) Amounts shown include, as applicable: (i) reimbursements for housing, travel expenses and working from home reimbursements; (ii) the portion of life and disability insurance premiums paid by the Company; and (iii) the matching contribution made to the Geron 401(k) Plan on behalf of each Named Executive Officer. Amounts for the 2024 fiscal year were as follows: |

  193. Summary Compensation Table

    | Named Executive Officer | Housing Allowance ($) | Commute Travel Reimbursement ($) | Insurance Premiums ($) | 401(k) Match ($)(a) | Working from Home Reimbursement ($) | Total ($) | | John A. Scarlett, M.D. | 48,000 | 14,198 | 1,440 | — | 1,200 | 64,838 | | Michelle J. Robertson | — | — | 1,776 | 10,000 | 1,800 | 13,576 | | Joseph Eid, M.D. | — | — | 148 | 10,000 | 200 | 10,348 | | Andrew J. Grethlein, Ph.D. | — | — | 1,776 | 10,000 | 1,200 | 12,976 | | James Ziegler | — | — | 444 | — | 600 | 1,044 |

  194. Summary Compensation Table

    | (a) Under Geron’s 401(k) Plan, all participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2024, the Compensation Committee approved a matching contribution equal to 50% of each employee’s annual contributions during 2024, up to a maximum amount of $10,000. The matching contributions were paid in cash in February 2025. |

  195. Summary Compensation Table

    | (4) For Dr. Eid, $200,000 reflects a sign-on bonus paid in 2024 in connection with the commencement of his employment with the Company, which bonus is subject to repayment if he voluntarily leaves the Company before the one-year anniversary of his commencement of employment. For further discussion on the sign-on bonus, see the sub-section entitled “Compensation Discussion and Analysis - New Hire Sign-On Bonus.” |

  196. Summary Compensation Table

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  197. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table sets forth information regarding grants of plan-based awards with respect to each of our Named Executive Officers for the 2024 fiscal year:

  198. Grants of Plan-Based Awards for 2024

    | Named Executive Officer | Approval Date | Grant Date | Type of Award | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Option Awards: | | | | | | | | | Number of Securities Underlying Options (#)(2) | Exercise Price of Stock Options ($/Sh)(3) | Grant Date Fair Value of Stock Option Awards ($)(4) | | John A. Scarlett, M.D. | | | Annual Performance- Based Bonus | $526,890 | | | | | | 02/14/24 | 02/14/2024 | Options | | 3,000,000 | $2.10 | $4,591,200 | | Michelle J. Robertson | | | Annual Performance- Based Bonus | $243,360 | | | | | | 02/14/24 | 02/14/2024 | Options | | 850,000 | $2.10 | $1,300,840 | | Joseph Eid, M.D. | | | Annual Performance- Based Bonus | | | | | | | 11/01/24 | 11/11/2024 | Options | | 2,500,000 | $4.12 | $6,902,500 | | Andrew J. Grethlein, Ph.D. | | | Annual Performance- Based Bonus | $300,000 | | | | | | 02/14/24 | 02/14/2024 | Options | | 1,200,000.00 | $2.10 | $1,836,480 | | James Ziegler | | | Annual Performance- Based Bonus | $236,250 | | | | | | 08/08/24 | 09/09/2024 | Options | | 1,600,000 | $4.41 | $5,154,400 |

  199. Grants of Plan-Based Awards for 2024

    | (1) This column sets forth the target amount of each Named Executive Officer’s annual performance-based bonus for the 2024 fiscal year under our annual performance-based bonus plan, which does not include threshold or maximum amounts. Accordingly, the amounts set forth in this column do not represent actual compensation earned by our Named Executive Officers for the 2024 fiscal year. For the actual compensation paid to our Named Executive Officers for the 2024 fiscal year, see the sub-section entitled “Summary Compensation Table.” For further discussion, see the sub-section entitled “Compensation Discussion and Analysis – 2024 Annual Performance-Based Bonuses.” |

  200. Grants of Plan-Based Awards for 2024

    | (2) Options are subject to time-based vesting criteria established by the Compensation Committee and described in the footnotes to the Outstanding Equity Awards at Fiscal Year End table below. |

  201. Grants of Plan-Based Awards for 2024

    | (3) The exercise price per share of these stock options is equal to the closing price of our Common Stock on the applicable grant date. |

  202. Grants of Plan-Based Awards for 2024

    | (4) Amounts represent the grant date fair value of each stock option granted in 2024 calculated in accordance with FASB ASC Topic 718. Refer to Note 10 of the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying the valuation of stock option awards and the calculation method. |

  203. Grants of Plan-Based Awards for 2024

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  204. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes information with respect to all outstanding stock options held by our Named Executive Officers as of December 31, 2024:

  205. Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | John A. Scarlett, M.D. | 03/13/2015 | 600,000 | — | — | 4.34 | 03/13/25(1) | | | 02/09/2017 | 1,050,000 | — | — | 2.15 | 02/09/27 | | | 01/31/2018 | 1,050,000 | — | — | 2.45 | 01/31/28 | | | 11/07/2018 | 500,000(2) | — | — | 1.72 | 11/06/28 | | | 11/07/2018 | 1,000,000(3) | — | — | 1.72 | 11/06/28 | | | 01/30/2019 | 1,050,000 | — | — | 1.03 | 01/29/29 | | | 02/12/2020(4) | 582,750 | — | — | 1.295 | 02/11/30 | | | 02/02/2021(4) | 575,000 | 25,000 | — | 2.055 | 02/01/31 | | | 02/16/2022(4) | 1,487,500 | 612,500 | — | 1.06 | 02/15/32 | | | 02/22/2023(4) | 802,083 | 947,917 | — | 2.83 | 02/21/33 | | | 02/14/2024(4) | 625,000 | 2,327,380 | — | 2.10 | 02/13/34 | | Michelle J. Robertson | 09/25/2023(5) | 421,875 | 928,125 | — | 2.17 | 09/24/33 | | | 09/25/2023 | 250,000(3) | — | — | 2.17 | 09/24/33 | | | 02/14/2024(4) | 177,083 | 672,917 | — | 2.10 | 02/13/34 | | Joseph Eid, M.D. | 11/11/2024(5) | — | 2,500,000 | | 4.12 | 11/10/34 | | Andrew J. Grethlein, Ph.D. | 03/13/2015(1) | 105,000 | — | — | 4.34 | 03/13/25 | | | 02/11/2016 | 105,000 | — | — | 2.54 | 02/11/26 | | | 02/09/2017 | 161,471 | — | — | 2.15 | 02/09/27 | | | 01/31/2018 | 186,018 | — | — | 2.45 | 01/31/28 | | | 01/30/2019 | 236,121 | — | — | 1.03 | 01/29/29 | | | 02/12/2020 | 291,375 | — | — | 1.295 | 02/11/30 | | | 02/02/2021(4) | 287,500 | 12,500 | — | 2.055 | 02/01/31 | | | 02/16/2022(4) | 531,250 | 218,750 | — | 1.06 | 02/15/32 | | | 02/22/2023(4) | 357,500 | 422,500 | — | 2.83 | 02/21/33 | | | 02/14/2024(4) | 250,000 | 950,000 | — | 2.10 | 02/13/34 | | James Ziegler | 09/09/2024(5) | — | 1,600,000 | — | 4.41 | 09/08/34 |

  206. Outstanding Equity Awards at Fiscal Year-End

    | (1) Stock option expired unexercised. |

  207. Outstanding Equity Awards at Fiscal Year-End

    | (2) Stock option vested fully and became exercisable upon written certification by the Compensation Committee of the achievement of acceptance for review by the FDA of an NDA for the first imetelstat indication. |

  208. Outstanding Equity Awards at Fiscal Year-End

    | (3) Stock option vested fully and became exercisable upon written certification by the Compensation Committee of the achievement of regulatory approval by the FDA of an NDA for the first imetelstat indication. |

  209. Outstanding Equity Awards at Fiscal Year-End

    | (4) Stock option vests in a series of 48 substantially equal consecutive monthly installments commencing from the grant date provided the executive officer continues to provide services to the Company. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Potential Payments Upon Termination or Change in Control” below. |

  210. Outstanding Equity Awards at Fiscal Year-End

    | (5) Stock option vests with respect to 12.5% of the shares on the six-month anniversary of grant and with respect to the remaining shares in a series of 42 equal consecutive monthly installments commencing thereafter, provided the executive officer continues to provide services to the Company. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Potential Payments Upon Termination or Change in Control” below. |

  211. Outstanding Equity Awards at Fiscal Year-End

    | Geron Corporation | 94 | 2025 Proxy Statement |

  212. Option Exercises and Stock Awards Vested in 2024

    Option Exercises and Stock Awards Vested in 2024 The following table summarizes information with respect to stock option awards exercised by our Named Executive Officers during fiscal year 2024. Our Named Executive Officers did not hold any restricted stock awards or other stock awards during the 2024 fiscal year, and, therefore, none vested during the year.

  213. Option Exercises During Fiscal Year 2024

    Option Exercises During Fiscal Year 2024

  214. Option Exercises During Fiscal Year 2024

    | | Option Awards | | | Named Executive Officer | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | | John A. Scarlett, M.D. | 600,000 | $876,000 | | Michelle J. Robertson | — | — | | Joseph Eid, M.D. | — | — | | Andrew Grethlein, Ph.D. | 674,348 | $1,913,125 | | James Ziegler | — | — |

  215. Option Exercises During Fiscal Year 2024

    | (1) Value determined by subtracting the exercise price per share from the market value per share of our Common Stock at the time of exercise and multiplying the difference by the number of shares acquired on exercise. |

  216. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as the 401(k) Plan, the Named Executive Officers do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  217. Non-Qualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Non-Qualified Defined Contribution and Other Nonqualified Deferred Compensation Plans During the 2024 fiscal year, the Named Executive Officers did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

  218. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the 2024 annual total compensation of Dr. Scarlett, who served as our Chief Executive Officer until the end of his tenure on March 10, 2025, to the annual total compensation of our median employee. The annual total compensation for 2024 for our Chief Executive Officer was $6,125,238, as reported in the Summary Compensation Table. The annual total compensation for 2024 for our median employee, identified as discussed below, was $398,232, calculated using the methodology below. Based on this information, for 2024, the ratio of the annual total compensation of our Chief Executive Officer to the median employees’ annual total compensation (the “CEO Pay Ratio”) was approximately 15 to 1.

  219. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure We identified the median employee from our entire employee population (other than our Chief Executive Officer), whether employed on a full-time or part-time basis, as of October 1, 2024, which consisted of 226 employees. We identified the median employee by (i) aggregating for each applicable employee: (A) base salary, (B) the target bonus or commission for 2024, (C) the estimated accounting value of any equity awards granted during 2024, and (ii) ranking this compensation measure for our employees from lowest to highest. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable year-to-date average exchange rate as of October 1, 2024 and annualized the compensation values of individuals that joined our Company during 2024. We did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments.

  220. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    | Geron Corporation | 96 | 2025 Proxy Statement |

  221. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    After applying our methodology, we identified 33 median employees who were all newly hired in 2024. Due to the anomalous compensation characteristics of these median employees, we substituted an employee near the median whose compensation was considered more representative. Once the median employee was identified, we calculated the annual total compensation of this employee for the 2024 fiscal year in a manner consistent with that used to calculate the annual total compensation for our Named Executive Officers in the Summary Compensation Table above. This information is being provided for compliance purposes and should be viewed as a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal 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 employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The Compensation Committee, the Independent Board and our management did not use the CEO Pay Ratio measure in making compensation decisions for our employees or Named Executive Officers in 2024.

  222. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our executive management team, including our Named Executive Officers, is entitled to certain severance and change in control benefits under the terms of their employment agreements, our Amended Severance Plan, as defined below, and our equity plans. Given the nature of the life sciences industry and the range of strategic initiatives we may explore, the Compensation Committee believes that these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent in the competitive biotechnology employment market. Our change in control benefits are intended to allow employees, including our Named Executive Officers, to focus their attention on the business operations of the Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control of the Company. In addition, our severance benefits provide reasonable protection to our executive management team, including our Named Executive Officers, in the event that they are not retained in circumstances other than termination for cause. We do not provide for any excise tax gross-ups in the Amended Severance Plan or in any individual employment agreement with any member of our executive management team, including our Named Executive Officers.

  223. Potential Payments Table

    Potential Payments Table The table below summarizes potential maximum payments under the Amended Severance Plan, individual employment agreements or equity plans, as applicable, for our Named Executive Officers if a qualifying termination and/or change in control event had occurred on December 31, 2024, the last business day of our last completed fiscal year. The actual value that the Named Executive Officers would receive as a result of stock option vesting acceleration benefits can be determined only at the time of such termination and/or change in control event.

  224. Potential Payments Table

    | Named Executive Officer | Qualifying Event | Severance | Continued Healthcare Benefits | Options Vesting | Total | | John A. Scarlett, M.D.(1) | Covered Termination – No Change in Control(2) | $1,621,200 | $28,847 | $— | $1,650,047 | | | Termination Without Cause or for Good Reason – With Change in Control(3)(4) | $2,148,090 | $43,271 | $5,649,146 | $7,840,507 | | | Without Termination – With Change in Control(4) | $— | $— | $5,649,146 | $5,649,146 | | | Death(5) | $— | $— | $5,469,146 | $5,469,146 | | | Disability(6) | $— | $— | $5,469,146 | $5,469,146 | | Michelle J. Robertson | Covered Termination – No Change in Control(2) | $784,160 | $24,706 | $— | $808,866 | | | Termination Without Cause or for Good Reason – With Change in Control(3)(4) | $919,360 | $30,883 | $2,240,532 | $3,190,775 | | | Without Termination – With Change in Control(4) | $— | $— | $2,240,532 | $2,240,532 | | | Death(5) | $— | $— | $2,189,532 | $2,189,532 | | | Disability(6) | $— | $— | $2,189,532 | $2,189,532 | | Joseph Eid, M.D. | Covered Termination – No Change in Control(2) | $1,007,500 | $24,706 | $— | $1,032,206 | | | Termination Without Cause or for Good Reason – With Change in Control(3)(4) | $1,170,000 | $30,883 | $— | $1,200,883 | | | Without Termination – With Change in Control(4) | $— | $— | $— | $— | | | Death(5) | $— | $— | $— | $— | | | Disability(6) | $— | $— | $— | $— | | Andrew J. Grethlein, Ph.D. | Covered Termination – No Change in Control(2) | $900,000 | $24,706 | $— | $924,706 | | | Termination Without Cause or for Good Reason – With Change in Control(3)(4) | $1,050,000 | $30,883 | $2,229,038 | $3,309,920 | | | Without Termination – With Change in Control(4) | $— | $— | $2,229,038 | $2,229,038 | | | Death(5) | $— | $— | $2,157,038 | $2,157,038 | | | Disability(6) | $— | $— | $2,157,038 | $2,157,038 | | James Ziegler | Covered Termination – No Change in Control(2) | $761,250 | $24,706 | $— | $785,956 | | | Termination Without Cause or for Good Reason – With Change in Control(3)(4) | $892,500 | $30,883 | $— | $923,383 | | | Without Termination – With Change in Control(4) | $— | $— | $— | $— | | | Death(5) | $— | $— | $— | $— | | | Disability(6) | $— | $— | $— | $— |

  225. Potential Payments Table

    | (1) Dr. Scarlett ceased serving as our President and Chief Executive Officer and resigned from the Board on March 10, 2025. In connection with Dr. Scarlett’s Covered Termination, subject to and effective upon the date set forth in his separation and release agreement, Dr. Scarlett will receive the following severance benefits following his last day of employment on March 31, 2025: (i) a lump-sum severance payment of $1,678,000 (equal to 24 months of his base salary in effect as of such termination); and (ii) continued COBRA coverage for a period of one year following his termination in the amount of $28,160. In addition, the vested portion of any stock options held by Dr. Scarlett will remain exercisable until the earlier of the second anniversary of the date of termination and the original expiration date of such award. |

  226. Potential Payments Table

    | (2) Amounts represent lump-sum severance payments (including the target annual performance-based bonus, except for Dr. Scarlett) and continued healthcare benefits that could be paid to a Named Executive Officer upon a Covered Termination as of December 31, 2024, not in connection with a Change in Control transaction. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. |

  227. Potential Payments Table

    | (3) Amounts represent lump-sum severance payments (including the target annual performance-based bonus), continued healthcare benefits and the intrinsic value of acceleration of unvested stock options, based on a market value of $3.54 per share of Common Stock as of December 31, 2024, that could be paid to a Named Executive Officer under such Named Executive Officer’s employment agreement and/or our Amended Severance Plan in the event of a Covered Termination or |

  228. Potential Payments Table

    | Geron Corporation | 103 | 2025 Proxy Statement |

  229. Potential Payments Table

    Change in Control Triggering Event on December 31, 2024, as applicable. Any payments made under a Named Executive Officer’s employment agreement would not duplicate any payments due under the Amended Severance Plan. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options.

  230. Potential Payments Table

    | (4) Amounts represent or include, as applicable, the intrinsic value of unvested stock options that would become fully vested and exercisable upon a Change in Control regardless of termination, based on a market value of $3.54 per share of Common Stock as of December 31, 2024. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. |

  231. Potential Payments Table

    | (5) Amounts represent intrinsic value of unvested stock options that would become fully vested and exercisable upon a termination of service as a result of death, based on a market value of $3.54 per share of Common Stock as of December 31, 2024. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. |

  232. Potential Payments Table

    | (6) Amounts represent the intrinsic value of unvested stock options that would become fully vested and exercisable upon a termination of service as a result of total and permanent disability (as defined in Section 22(e)(3) of the Code), based on a market value of $3.54 per share of Common Stock as of December 31, 2024. The amounts in this row do not include any value associated with the extension, if any, of the post-termination exercise period applicable to the Named Executive Officers’ stock options. |

  233. Potential Payments Table

    | Geron Corporation | 104 | 2025 Proxy Statement |

  234. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the executive compensation for our principal executive officer (“PEO”) and the other named executive officers, other than the PEO (the “Non-PEO NEOs”), and the Company’s performance for the fiscal years listed below. 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, and the Compensation Committee did not consider the disclosure below in making its pay decisions for any of the years shown. For information on our executive compensation program and the Compensation Committee’s approach, refer to the sections entitled “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Narrative Disclosure” of this Proxy Statement.

  235. Pay Versus Performance Table

    | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On | | Net Income (Loss) (In Thousands)(7) | Net Product Revenue (In Thousands)(8) | | | | | | | Total Shareholder Return(6) | Peer Total Shareholder Return(6) | | | | 2024 | $6,152,657 | $15,290,185 | $4,656,303 | $5,935,936 | $222.64 | $93.49 | ($174,572) | $76,495 | | 2023 | $4,950,424 | $4,472,564 | $2,845,527 | $2,349,061 | $132.70 | $94.03 | ($184,127) | $0 | | 2022 | $2,997,203 | $5,898,457 | $1,361,162 | $2,480,002 | $152.20 | $89.90 | ($141,901) | $0 | | 2021 | $2,056,987 | $1,340,341 | $1,155,449 | $832,837 | $76.73 | $100.02 | ($116,112) | $0 |

  236. Pay Versus Performance Table

    | (1) For each of the years presented in the above table, our former Chief Executive Officer, John Scarlett, was our Principal Executive Officer (“PEO”) and our Non-PEO Named Executive Officers (“Non-PEO NEOs”) were as follows: |

  237. Pay Versus Performance Table

    | • | 2024: Michelle Robertson, Joe Eid, Andrew Grethlein, and James Ziegler |

  238. Pay Versus Performance Table

    | • | 2023: Andrew Grethlein, Scott Samuels, and Michelle Robertson |

  239. Pay Versus Performance Table

    | • | 2022: Olivia Bloom and Andrew Grethlein |

  240. Pay Versus Performance Table

    | • | 2021: Olivia Bloom, Andrew Grethlein, Aleksandra Rizo, Anil Kapur, and Melissa Kelly Behrs |

  241. Pay Versus Performance Table

    | (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our PEO for fiscal years 2024, 2023 and 2022, and for fiscal year 2021, see the Summary Compensation Table disclosed in our proxy statement filed with the SEC in calendar year 2022. The average compensation for the Non-PEO NEOs for 2024 was calculated using the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for 2023, 2022 and 2021 was calculated using the Summary Compensation Table as disclosed in our proxy statement filed with the SEC in calendar years 2023, 2022 and 2021. |

  242. Pay Versus Performance Table

    | (3) For purposes of this table, the compensation actually paid (“Compensation Actually Paid”, or “CAP”) has been computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not reflect the actual amount of compensation earned by or paid to the Named Executive Officers during the applicable year. These amounts reflect total compensation as reflected in the above Summary Compensation Table for the applicable year less the grant date fair values of stock option awards included in the “Option Awards” column of the Summary Compensation Table for the Named Executive Officer for the applicable year, and adjusted as follows for each stock option award granted to each Named Executive Officer. The total CAP calculation for our PEO was as follows: |

  243. Pay Versus Performance Table

    | Geron Corporation | 105 | 2025 Proxy Statement |

  244. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | 2024 | $6,152,657 | ($4,591,200) | $13,728,728 | $— | $— | $15,290,185 | | 2023 | $4,950,424 | ($3,563,000) | $3,085,140 | $— | $— | $4,472,564 | | 2022 | $2,997,203 | ($1,468,740) | $4,369,994 | $— | $— | $5,898,457 | | 2021 | $2,056,987 | ($796,740) | $80,094 | $— | $— | $1,340,341 |

  245. Pay Versus Performance Table

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year, as there were no stock awards issued or reported. |

  246. Pay Versus Performance Table

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  247. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Years | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Dollar Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $6,157,500 | $1,647,865 | $1,807,500 | $4,115,863 | $— | $— | $13,728,728 | | 2023 | $2,013,959 | ($523,269) | $613,593 | $980,857 | $— | $— | $3,085,140 | | 2022 | $3,124,188 | $381,355 | $629,125 | $235,326 | $— | $— | $4,369,994 | | 2021 | $327,750 | ($267,010) | $110,000 | ($90,646) | $— | $— | $80,094 |

  248. Pay Versus Performance Table

    In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.

  249. Pay Versus Performance Table

    | (4) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |

  250. Pay Versus Performance Table

    | Geron Corporation | 106 | 2025 Proxy Statement |

  251. Pay Versus Performance Table

    | (5) The dollar amounts reported in this column represent the average amount of Compensation Actually Paid to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. The following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |

  252. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Reported Change in Actuarial Present Value of Pension Benefits | Pension Benefits Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $4,656,303 | $(3,798,555) | $5,078,188 | $— | $— | $5,935,936 | | 2023 | $2,845,527 | $(2,280,040) | $1,783,574 | $— | $— | $2,349,061 | | 2022 | $1,361,162 | $(524,550) | $1,643,390 | $— | $— | $2,480,002 | | 2021 | $1,155,449 | $(398,370) | $75,758 | $— | $— | $832,837 |

  253. Pay Versus Performance Table

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  254. Pay Versus Performance Table

    | Year | Average Year End Fair Value of Equity Awards | Average Change in Fair Value From End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of the Equity Awards Granted and Vested in the Year | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments | | 2024 | $3,600,808 | $403,385 | $308,781 | $765,214 | $— | $— | $5,078,188 | | 2023 | $1,610,779 | ($64,149) | $91,163 | $145,781 | $— | $— | $1,783,574 | | 2022 | $1,145,938 | $185,608 | $224,688 | $87,156 | $— | $— | $1,643,390 | | 2021 | $163,875 | ($115,972) | $55,000 | $(27,145) | $— | $— | $75,758 |

  255. Pay Versus Performance Table

    In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.

  256. Pay Versus Performance Table

    | (6) Total Shareholder Return represents the return on a fixed investment of $100 in Geron Common Stock for the period beginning on the last trading day of 2020 through the last trading day of the applicable fiscal year. Total Shareholder Return for the peer group represents the return on a fixed $100 investment in the NASDAQ Biotech index for the period beginning on the last trading day of 2020 through the last trading day of the applicable fiscal year |

  257. Pay Versus Performance Table

    | (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  258. Pay Versus Performance Table

    | (8) Net Product Revenue has been selected as the Company-Selected Measure for purposes of this Pay Versus Performance Table as it is the most important financial performance measure used by the Company to link Compensation Actually Paid to our PEO and Non-PEO NEOs to company performance. However, the Company did not generate material product revenue prior to 2024. Accordingly, for fiscal years 2021, 2022 and 2023, Net Product Revenue was $0 for each year. The Company has included these values in the table in accordance with SEC requirements, despite the Company-Selected Measure not being a meaningful indicator of performance in those years. |

  259. Pay Versus Performance Table

    | Geron Corporation | 107 | 2025 Proxy Statement |

  260. Pay Versus Performance Table

    The following performance measure represents the most important measure used by the Company to link Compensation Actually Paid to our PEO and non-PEO NEOs for the most recently completed fiscal year.

  261. Pay Versus Performance Table

    | • | Net Product Revenue (Company Selected Measure). |

  262. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. Compensation Actually Paid vs. Geron 3-year Cumulative Total Shareholder Return (TSR) The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  263. Analysis of the Information Presented in the Pay versus Performance Table

    | Geron Corporation | 108 | 2025 Proxy Statement |

  264. Analysis of the Information Presented in the Pay versus Performance Table

    Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income (loss) over the three most recently completed fiscal years. Compensation Actually Paid and Net Product Revenue The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net product revenue over the four most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  265. Analysis of the Information Presented in the Pay versus Performance Table

    | Geron Corporation | 109 | 2025 Proxy Statement |

  266. Analysis of the Information Presented in the Pay versus Performance Table

    Proposal Five Ratification of Selection of Independent Registered Public Accounting Firm The Audit Committee of the Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 1992. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders. We have been informed by Ernst & Young LLP that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in Geron or our affiliates. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Geron and our stockholders.

  267. Analysis of the Information Presented in the Pay versus Performance Table

    | Geron Corporation | 110 | 2025 Proxy Statement |

  268. Analysis of the Information Presented in the Pay versus Performance Table

    Principal Accountant Fees and Services The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent registered public accounting firm. Under the Audit Committee’s charter, all services of the independent registered public accounting firm must be approved in advance by the Audit Committee. Management recommendations will be considered in connection with such engagements, but management has no authority to approve engagements. For each quarterly Audit Committee meeting, management prepares a schedule of all fees paid to Ernst & Young LLP during the previous quarter and estimated fees for projects contemplated in the following quarter. The Chair of the Audit Committee must be notified at any time the fees for a specific project exceed 20% of the approved budget for authorization to continue the project.

  269. Approved by the Stockholders: [•]

    | (c) Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any calendar year, including Stock Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (1) $750,000 in total value or (2) in the event such Non-Employee Director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. |