CERUS CORP

With respect to director time commitments, our Board recommends that directors serve on no more than three other public company boards and on no more than two other public company audit committees. Our Board does not have a formal commitment policy specific to Board members who serve as public company executive officers, however our Board recognizes that the critical consideration is the director’s availability to fulfill his or her responsibilities as a director if he or she serves on the boards or board committees of other companies and as such, the Nominating and Corporate Governance Committee considers all of the relevant facts and circumstances related thereto. Our Board of Directors believes that each of our directors, including both of our director nominees, has demonstrated availability to fulfill his or her responsibilities as a director. However, we understand that certain institutional investors and proxy advisory firms may consider Mr. Bjerkholt, who serves as Chief Financial Officer of Mirum Pharmaceuticals, Inc., to be “overboarded” due to his service on two public company boards besides ours. The Board has determined that Mr. Bjerkholt’s continued service on the Board and Audit Committee is appropriate and desirable, taking into account his attendance at meetings of and contributions to our Board and Audit Committee. Our Board believes that Mr. Bjerkholt has demonstrated, and will continue to demonstrate, his ability to dedicate sufficient time to carry out his Board duties effectively as an active member of our Board and our Audit Committee and believes that it is in our best interest that he continue to serve as a director. In particular, the Board considered:

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Mr. Bjerkholt’s extensive experience actively overseeing the audit of public company financial statements and the work of independent registered public accounting firms make him a valuable asset to our Audit Committee.

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Mr. Bjerkholt is consistently prepared and has exemplary participation at meetings of our Board and Audit Committee, as demonstrated by his insightful questions and comments, and he contributes significantly to discussions and decision making.

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Mr. Bjerkholt’s experience in executive management positions in the biotechnology industry provides significant industry knowledge and operational and management expertise to our Board.

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Mr. Bjerkholt’s experience on the boards of directors of other public companies benefits us by providing him with insight and experience that enhances his value to our Board.

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Mr. Bjerkholt has assured our Board that his ongoing commitments at his outside boards are not expected to exceed demands on his time and attention that existed in past years and will continue to not detract from his service on our Board going forward.