📜 What This Document Is 📄

This document is a Proxy Statement (DEF 14A), which is essentially a mandatory playbook for shareholders. It explains everything the company wants you to know before you vote at the Annual Meeting. 👉 Instead of just reporting numbers, this filing is designed to guide shareholders on who to vote for (the directors), how to approve key plans (like the employee stock option plan), and how the company is being run (governance).

The meeting details are clear:

• Meeting Date: Tuesday, June 2, 2026, at 9:00 a.m. Pacific time.
• Record Date (Who can vote): April 10, 2026.
• How to Participate: The Annual Meeting will be held entirely online, accessible via www.virtualshareholdermeeting.com/CERS2026.

🏢 What Cerus Corporation Does 🩸

Cerus Corporation is a biomedical products company dedicated to improving blood safety. In simple terms, they develop and commercialize the INTERCEPT Blood System, a proprietary technology designed to reduce harmful pathogens in blood components collected for transfusion. 🩸 This system is critical because it helps ensure that blood products—like platelets, plasma, and red blood cells—are safer for patients.

The INTERCEPT Blood System is versatile and has received a wide range of regulatory approvals, including:

• U.S. FDA approval: For multiple blood components.
• CE Certificates of Conformity: This allows them to market the CE Mark in the European Union and other regions.

Currently, they sell the platelet system and plasma system using a direct sales force and through distributors. A future product, the INTERCEPT Blood System for red blood cells, is still in development.

📈 Financial Milestones and Achievements ✨

This section details the significant accomplishments that occurred during the last fiscal year (2025), indicating strong operational progress and commercial growth. 🚀

• Revenue Growth: Cerus reported full-year 2025 product revenue of $206.1 million, which exceeded their annual product revenue guidance.
  • Why it matters: Exceeding guidance is a positive signal that the company’s products are being adopted more quickly or used more broadly than expected.
• Path to Profitability: The company narrowed its full-year 2025 GAAP net loss attributable to Cerus Corporation to $15.6 million. Crucially, they also reported positive full-year 2025 non-GAAP adjusted EBITDA of $9.5 million.
  • Why it matters: Non-GAAP adjusted EBITDA is a common metric used to show operational cash flow before certain expenses (like depreciation or interest). Achieving a positive non-GAAP number while still showing a GAAP loss shows the core business operations are generating cash, even if accounting rules make the final GAAP number negative.
• Positive Cash Flow: The company generated positive cash flow from operations for the second consecutive year.
  • Why it matters: Consistent positive operating cash flow signals that Cerus is running a sustainable business that can fund its operations without constantly relying on external loans or investments.
• Key Partnerships: Cerus entered into a group purchasing agreement with Blood Centers of America (BCA), which is a major win because BCA is the largest blood supply cooperative in the U.S. (managing approximately 50% of the nation’s blood supply).

🔬 Development Milestones and Partnerships 🧬

Cerus also outlined several key non-financial accomplishments that bolster their future pipeline and global reach.

• Clinical Trial Progress: They completed enrollment in their second Phase 3 clinical trial—named RedeS—for INTERCEPT red blood cells in the U.S.
  • Why it matters: Advancing through clinical trials is the primary indicator of future product viability and potential revenue generation.
• DFO Funding Win: The company received an additional $7.2 million in funding from the U.S. Department of Defense Industrial Base Analysis and Sustainment program.
  • Why it matters: Receiving government defense funding validates the importance and potential use case of their products, especially for severe trauma care.
• Regulatory Expansion: They received the CE Mark for the next-generation LED-based illumination device, called the INT200, under the EU MDR.
  • Why it matters: This expands their market reach and proves that their technology is compliant with major international medical standards.

👥 Board Leadership and Governance Structure 🛡️

This section confirms that the company has established rules (governance) to ensure it is run responsibly and independently. The board is committed to good practices, promoting long-term stockholder interests.

• Board Composition: The Board notes that 6 of the 7 directors (as of the filing date) are classified as independent. This is strong because independence minimizes conflicts of interest and ensures that directors can make decisions that are best for the shareholders, not just for management.
• Leadership Structure: The Board previously appointed Frank Witney, Ph.D. as the Lead Independent Director.
  • Why it matters: This structure is highly protective. It ensures that an independent, non-management voice is empowered to lead the discussion and challenge decisions, which is especially valuable after the CEO and Board Chair roles were combined (William M. Greenman is the Board Chair and CEO).
• Role in Risk Oversight: While the Board does not have a dedicated standing risk committee, it integrates risk oversight across its standing committees (Audit, Compensation, and Nominating & Corporate Governance).
  • Why it matters: This spread-out responsibility means that financial, operational, and governance risks are reviewed by multiple, independent groups, creating a robust layer of checks and balances.

🧑‍💼 Board Directors and Expertise Profiles 🧑‍⚕️

The Board provides extensive bios to assure stockholders of the directors' deep expertise. The directors bring diverse, specialized skills across medicine, finance, and industry.

• Scientific Depth: Hua Shan, M.D., PhD is highlighted as a leading expert in international transfusion practice and blood transfusion safety, drawing from her long career at Stanford University Medical Center.
• Financial Acumen: Eric Bjerkholt brings deep financial experience, having served as a CFO for multiple public biopharmaceutical companies, and sits on the Audit Committee.
• Operational Expertise: Dean Gregory brings broad leadership experience in the global blood transfusion and cell therapy industry from companies like Fresenius Kabi, Inc.
• Industry Experience: William M. Greenman (CEO/Chair) brings over 30 years of deep history with the company, possessing unique insight into its clinical, commercial, and regulatory pathways.

💵 Executive Compensation and Pay-for-Performance 💸

The compensation committee outlined its philosophy: pay should be designed to attract talent, reward performance, and incentivize future growth. They emphasize that their plan aligns employee rewards with shareholder value creation.

• Core Principle: The company strives to maintain a "pay-for-performance" philosophy, ensuring pay rewards strong execution while avoiding encouraging excessive risks.
• Policy Governance: They highlighted several policies they do not allow, such as:
  • No excessive perquisites (extra perks).
  • No contracts that allow for "single trigger" acceleration upon a change in control.
  • Enforcing "no-hedging" and "no-pledging" policies (meaning employees cannot use their stock to bet on other investments).
• Compensation Consultant: The Compensation Committee engaged Alpine Rewards, LLC as its independent compensation consultant since October 2022.

🗳️ Voting Proposals and Decisions 🎯

The proxy statement asks stockholders to vote on four specific proposals:

• Proposal No. 1 (Election of Directors): Nominees William M. Greenman and Ann Lucena are nominated to hold office until the 2029 Annual Meeting. The Board recommends voting "For" both.
• Proposal No. 2 (Equity Incentive Plan): This asks for approval to amend the 2024 Equity Incentive Plan to increase the total shares authorized for issuance by ten million shares. The Board recommends voting "For."
  • Why it matters: This gives the company more stock options to reward future employees and executives as it grows.
• Proposal No. 3 (Advisory Vote on Executive Compensation): This is an advisory vote asking shareholders to approve the Named Executive Officers' compensation. The Board recommends voting "For."
• Proposal No. 4 (Independent Auditor): This asks stockholders to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board recommends voting "For."

📞 Key Dates and Contact Information 🗓️

Here is the practical information shareholders need to participate:

• Record Date: April 10, 2026 (Only stockholders of record by this date can vote).
• Meeting Date: June 2, 2026.
• Virtual Access: The online meeting can be accessed at www.virtualshareholdermeeting.com/CERS2026.
• Last Day to Vote (Online/Phone): No later than 11:59 p.m. Eastern Time on June 1, 2026.
• Proxy Material Website: The full proxy statement and annual report are available at www.proxyvote.com.
• Corporate Address: CERUS CORPORATION, 1220 Concord Avenue, Suite 600, Concord, CA 94520.

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🧠 The Analogy 📦

Think of the Proxy Statement like a car's comprehensive owner's manual. It doesn't just tell you how fast the car (the company) went last year; it shows you who is driving it (the board), who is building the engine (the compensation team), and what fuel (capital/shares) is available for the next trip. Every section—from the legal compliance notes to the list of directors—is designed to answer the fundamental question for the owner (the shareholder): "Is this vehicle safe, reliable, and heading in the right direction?"

🧩 Final Takeaway 💡

Cerus is signaling strong operational momentum and global market expansion for its blood safety technology (INTERCEPT), underlined by recent positive cash flow and strategic partnerships. The main focus for shareholders is voting to approve increased capital flexibility (the larger stock option pool) to fuel future growth and clinical development.