🧾 What This Document Is

This is a proxy statement (DEF 14A), a formal document sent to shareholders before a company's annual meeting. Its purpose is to give you the information you need to vote on important company matters. Think of it as an agenda and a detailed guidebook for the meeting.

👉 Why it matters: As a shareholder, this document tells you what you're voting on, who is running the board, how much the bosses get paid, and asks for your approval on key plans. Your vote shapes the company's future.

🏢 What The Company Does

In simple terms, Geron is a biotech company focused on fighting cancer. They have developed and now market a drug called RYTELO (imetelstat), which is a treatment for certain types of blood cancers.

👉 Why it matters: Understanding their business helps you see why the people elected to the board and the compensation plans are geared toward experienced leaders in oncology and drug commercialization.

📅 The Annual Meeting Details

Your 2026 Annual Meeting is virtual only on Wednesday, May 20, 2026, at 2:00 p.m. Eastern Time. You can attend, vote, and ask questions online at www.virtualshareholdermeeting.com/GERN2026.

👉 Key dates:

• Record Date: March 26, 2026 (You must own shares by this date to vote).
• Vote Deadline: May 19, 2026, at 11:59 p.m. ET for internet/phone votes.
• Materials Available On or About: April 7, 2026.

🗳️ What You're Voting On (The 4 Proposals)

The board recommends you vote FOR on all four proposals.

1. Elect 3 Directors: Vote for Susan Molineaux, Patricia Andrews, and Constantine Chinoporos to join the board for a 3-year term.
2. Increase the Equity Plan: Approve adding 4.5 million shares to the employee stock plan.
3. Approve Executive Pay: A non-binding "say-on-pay" vote for the top executives' compensation.
4. Ratify the Auditor: Re-appoint Ernst & Young LLP as the independent accounting firm for 2026.

👉 How voting works: Director elections use a "plurality" vote (most "FOR" votes win). Proposals 2, 3, and 4 need a majority of votes cast to pass. Abstentions count as "AGAINST" for these three.

👥 The Board & Leadership

The board provides oversight. Here are the key people and changes:

• Board Chair: Elizabeth O’Farrell (independent director)
• President & CEO: Harout Semerjian (joined as CEO in August 2025)
• Recent Change: Former CEO John Scarlett resigned from the board in March 2025. Dawn Bir served as Interim CEO before Semerjian took over.
• Director Nominees (up for election):
  • Patricia Andrews: Former CEO in oncology, expert in commercialization.
  • Constantine Chinoporos: Expert in biotech business deals and strategy.
  • Susan Molineaux: Seasoned biotech CEO and drug development expert.

👉 Why it matters: The board is filled with people who have deep experience in running cancer drug companies, which is crucial as Geron grows RYTELO's sales. The new CEO, Harout Semerjian, has a strong background in launching cancer drugs globally.

💰 Executive Compensation (The Pay Packages)

The document details how much the top executives are paid. For 2025, the "named executive officers" were:

• Harout Semerjian (CEO)
• John Scarlett (Former CEO, served part of 2025)
• Dawn Bir (Interim CEO, served part of 2025)
• Michelle Robertson (CFO)
• Stephen Rosen (Chief Medical Officer)

Their pay includes a base salary, annual bonuses, and long-term incentives primarily in the form of stock awards. The goal is to align their pay with company performance and shareholder returns.

👉 Example: The Summary Compensation Table shows that for his partial year in 2025, CEO Harout Semerjian received a salary of $563,333, a bonus of $434,750, and stock awards valued at $7.1 million, for a total reported compensation of about $8.3 million.

📊 Proposal 2: The Equity Plan Amendment

The company wants to increase the number of shares available for grants under its 2018 Equity Incentive Plan by 4,500,000 shares. This is how they reward and retain employees, directors, and consultants.

👉 Why it matters: Equity (stock) is a major part of compensation in biotech. More shares in the plan mean the company can continue to attract and motivate the talent needed to develop drugs and grow the business without constantly asking shareholders for new plans.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Commercial Stage: Geron is no longer just a research company; it has a marketed product (RYTELO) generating revenue.
• Experienced Board & Management: The directors and executives have deep, relevant expertise in oncology, drug launches, and corporate strategy.
• Strong Governance: The board is mostly independent, with a separate Chair and CEO roles, which is seen as a best practice.

⚠️ Risks:

• Commercial Execution: Success now depends heavily on the sales and marketing of RYTELO in a competitive market.
• Dependence on a Single Product: The company's near-term future is highly tied to the performance of one drug.
• Need for Continued Innovation: Long-term growth will require successfully developing new drugs or expanding RYTELO's use.

🧠 The Analogy

Think of Geron as a baseball team that just built its own stadium (RYTELO) after years of farm-team development. The annual meeting is like the offseason owner's meeting. They're voting to keep most of the experienced coaches (the board), adjust the bonus pool for star players (the equity plan), and formally approve the manager's (CEO's) contract. The big question is whether this team, now in the major leagues, can win with its new star player.

🧩 Final Takeaway

Geron is transitioning into a commercial-stage cancer drug company. This proxy meeting is about solidifying its leadership team and ensuring it has the incentive plans in place to navigate the challenges of selling a drug and funding future growth. Your votes on directors and the equity plan are critical to maintaining stability and focus during this key period.