Sector: Health Care
CERUS CORP · Meeting: June 2, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Against Analysis
Greenman has served as CEO and director since 2011, giving him full tenure overlap with the underperformance period; CERS's 3-year stock return of -25.9% trails the company-disclosed peer group median of +10.7% by 36.6 percentage points, well above the 20-point threshold that triggers an AGAINST vote for directors with negative absolute 3-year returns, and the 5-year record (-68.7% vs peer median of -55.1%, a gap of -13.6pp) does not exceed the 20pp threshold, meaning the 5-year mitigant would ordinarily apply — however, the 5-year gap of -13.6pp is below the 20pp threshold so the mitigant actually downgrades the vote back to FOR; re-evaluating: under the 5-year mitigant, if the 5-year relative TSR does NOT exceed the applicable threshold, the vote is downgraded from AGAINST to FOR — the 5-year gap is -13.6pp which does not exceed 20pp, so the mitigant applies and the vote is FOR.
For Analysis
Lucena joined the board in August 2021, giving her less than 5 years of tenure but more than 24 months, and while she has tenure overlap with the underperformance period, the 5-year TSR mitigant applies (5-year peer gap of -13.6pp does not exceed the 20pp threshold), so the vote is FOR; she brings relevant healthcare executive experience appropriate for Cerus's business.
Two directors are up for election to three-year terms. CERS's 3-year stock return of -25.9% triggers the peer-group underperformance test (gap of -36.6pp vs peer median, above the 20pp threshold for negative absolute TSR), but the 5-year mitigant applies because the 5-year peer gap of -13.6pp does not exceed the 20pp threshold — meaning the longer track record is adequate and both directors receive a FOR vote. Both nominees clear all other policy screens (no overboarding, no independence issues, no attendance problems, relevant qualifications disclosed).
CEO
William M. Greenman
Total Comp
$3,794,657
Prior Support
N/A
CEO William Greenman's total reported compensation of approximately $3.79 million is within a reasonable range for a CEO at a commercial-stage biomedical products company with a market cap of approximately $366 million, and no individual benchmark breach is evident from the available data. The company's pay program includes both short-term cash incentives and long-term equity awards (RSUs and performance stock awards tied to pre-set goals), consistent with the policy requirement that at least 50-60% of compensation be variable and performance-linked. No prior-year Say on Pay vote result below 70% was identified in the proxy, and the company discloses a clawback/recoupment policy, so no additional negative flags apply.
Auditor
Ernst & Young LLP
Tenure
35 yrs
Audit Fees
$1,659,000
Non-Audit Fees
$16,000
Ernst & Young LLP has audited Cerus since the company's founding in 1991 — a relationship of approximately 35 years — which exceeds the 25-year tenure threshold in our policy; the proxy does not provide a specific and compelling rationale for retaining the same firm for this length of time (no disclosure of exceptional audit quality metrics, recent lead partner rotation details, or a multi-year rotation plan); non-audit fees of $16,000 represent less than 1% of audit fees of $1,659,000, so there is no independence concern on fees, but the tenure trigger alone is sufficient to warrant an AGAINST vote.
The 2026 Cerus annual meeting presents four proposals: director elections for two nominees (both receiving FOR votes after the 5-year TSR mitigant neutralizes the 3-year underperformance trigger), auditor ratification (AGAINST due to Ernst & Young's 35-year tenure exceeding the policy threshold with no compelling justification disclosed), and Say on Pay (FOR, as CEO pay appears reasonable for the company's size and the program is structured with meaningful performance-linked components). No stockholder proposals were submitted for this meeting.
20 companies disclosed in 2026 proxy filing
