CERUS CORP
For the period ended Apr 22, 2026. Filed Apr 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2026 · Filed Apr 22, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a party other than the Registrant☐
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| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1220 Concord Avenue, Suite 600,
Concord, CA 94520
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 2, 2026
Dear Stockholder:
On behalf of the Board of Directors (the “Board”) of CERUS CORPORATION, a Delaware corporation (the “Company”), you are cordially invited to attend the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Tuesday, June 2, 2026 at 9:00 a.m. Pacific time. The Annual Meeting will be held entirely online. You will be able to attend and participate in the Annual Meeting online by visiting http://www.virtualshareholdermeeting.com/CERS2026, where you will be able to listen to the meeting live, submit questions, view our list of stockholders as of the record date during the Annual Meeting, and vote. You will need to have the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting. This year, stockholders are being asked to consider and act upon the following items, each of which is more fully discussed in the accompanying Proxy Statement:
the election of the two nominees for director named in the accompanying Proxy Statement, to hold office until the 2029 Annual Meeting of Stockholders;
the approval of an amendment and restatement of the Company’s 2024 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by ten million shares;
the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement;
the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026; and
such other business as may be properly brought before the Annual Meeting.
We are mailing most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), rather than a paper copy of the Proxy Statement and the Company’s 2025 Annual Report. If you would like to receive paper or electronic copies of these materials, please refer to the instructions set forth in the Notice. The Notice also contains instructions on how to access the proxy materials online, as well as how to vote over the telephone, the internet or online at the virtual Annual Meeting.
We hope you will read the accompanying Proxy Statement and submit your proxy, or use telephone or Internet voting, prior to the Annual Meeting. Even if you plan to attend the virtual meeting, please vote or submit your proxy as soon as possible to ensure that your shares are voted at the Annual Meeting in accordance with your instructions. If you vote over the telephone or the Internet, your vote must be received no later than 11:59 p.m. Eastern Time on June 1, 2026, in order to be counted. If you hold your shares through a broker, bank, or other nominee, please follow the instructions you receive from your broker, bank, or other nominee, as applicable, to vote your shares.
On behalf of the Board and our executive leadership team, we thank you for your continued support.
The record date for the Annual Meeting is April 10, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Chrystal N. Jensen
Chrystal N. Jensen
Chief Legal Officer, General Counsel and Secretary
Concord, California
April 22, 2026
You can vote over the telephone or the internet, or, if you received a printed copy of the proxy materials via mail, by completing, signing and returning the proxy card as instructed in the materials. Even if you have voted by proxy, you may still vote online at the Annual Meeting. Stockholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/CERS2026 to vote online at Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be
Held on June 2, 2026:
The proxy statement and annual report to stockholders are available at
www.proxyvote.com
TABLE OF CONTENTS
| PROXY HIGHLIGHTS | 1 |
|---|---|
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 13 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 17 |
| PROPOSAL NO. 2 - AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2024 EQUITY INCENTIVE PLAN | 28 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 43 |
| PROPOSAL NO. 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 44 |
| PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 |
| EXECUTIVE OFFICERS | 49 |
| EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | 50 |
| SUMMARY COMPENSATION TABLE | 70 |
| GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 | 71 |
| OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END | 74 |
| OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 | 76 |
| NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2025 | 76 |
| SEVERANCE AND CHANGE OF CONTROL AGREEMENTS | 77 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 79 |
| CEO PAY RATIO | 80 |
| PAY VERSUS PERFORMANCE | 81 |
| DIRECTOR COMPENSATION | 86 |
| TRANSACTIONS WITH RELATED PERSONS | 88 |
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 90 |
| HOUSEHOLDING OF PROXY MATERIALS | 97 |
| OTHER MATTERS | 97 |
| APPENDIX A - CERUS CORPORATION AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN | A-1 |
| APPENDIX B - RECONCILIATION OF NET LOSS ATTRIBUTABLE TO CERUS CORPORATION TO NON-GAAP ADJUSTED EBITDA AND RELATED DEFINITION | B-1 |
| INDEX OF FREQUENTLY REQUESTED INFORMATION | |
|---|---|
| Anti-Hedging/Pledging Policy | 27 |
| Auditor Fees | 45 |
| Board and Committee Assessment Process | 24 |
| Board Composition | 10 |
| Board Leadership | 17 |
| Board Meeting Attendance | 18 |
| Board Refreshment | 5 |
| Compensation Recovery Policy | 66 |
| Code of Business Conduct and Ethics | 25 |
| Corporate Governance Guidelines | 26 |
| Director Biographies | 10 |
| Director Time Commitments | 23 |
| Director Independence | 17 |
| Director Resignation Policy | 26 |
| Director Skills and Experience | 4 |
| Pay Ratio Disclosure | 80 |
| Pay Versus Performance | 81 |
| Peer Group Companies | 57 |
| Role of the Board in Risk Oversight | 18 |
| Stock Ownership Guidelines for Directors | 87 |
| Stock Ownership Guidelines for our CEO | 66 |
| Stockholder Engagement and Responsiveness | 27 |
| Stockholder Communications with our Board | 25 |
| Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting | 94 |
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
June 2, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.