Cerus (CERS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, with virtual participation and voting options for shareholders.

• Key business highlights include $206.1M in 2025 product revenue, positive adjusted EBITDA, and new regulatory approvals.

• Leadership transition planned: Vivek Jayaraman to become President and CEO on July 1, 2026; William Greenman to serve as Executive Chairman.

• Board and management emphasize strong corporate governance, risk oversight, and stakeholder engagement.

Voting matters and shareholder proposals

• Election of two directors (William M. Greenman and Ann Lucena) for terms expiring at the 2029 annual meeting.

• Approval of an amendment to the 2024 Equity Incentive Plan, increasing authorized shares by 10 million.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; diverse in tenure, age, gender, and ethnicity.

• Board refreshment ongoing, with significant changes since 2018 to enhance expertise.

• Lead Independent Director role established to balance combined CEO/Chair position.

• Annual board and committee self-assessments and skills gap analyses conducted.

• Stock ownership guidelines in place for directors and CEO.