CERUS CORP 8-K

What Happened
Cerus Corporation announced on March 16, 2026 (via an 8-K) that Vivek Jayaraman, currently Chief Operating Officer, will be appointed President and Chief Executive Officer effective July 1, 2026. William “Obi” Greenman will step down as President and CEO on that date and continue as Executive Chairman of the Board. Mr. Jayaraman will also join the Board effective July 1, 2026. The offer letter with Mr. Jayaraman is dated March 11, 2026.

Key Details

• Base salary: $740,000 per year as President & CEO.
• Bonus: 2026 bonus determined on a blended basis (55% of COO base portion and 80% of CEO base portion); target bonus for 2027 and thereafter up to 80% of base salary, payable at Board discretion.
• Equity: Promotion Award target $2,000,000 (75% time‑based RSUs, 25% performance RSUs); Achievement Award target $1,000,000 (performance RSUs). Grant date expected on or shortly after July 1, 2026. Time‑based RSUs vest 33% after 1 year and 67% after 2 years; performance RSUs subject to specified performance metrics and a 3‑year performance period for the Achievement Award. Share counts use a 30‑day average price (floor $2.50/share).
• Employment terms: At‑will. If terminated without “Cause” or if Mr. Jayaraman resigns for “Good Reason” (a Qualifying Termination), severance includes 12 months of base salary, prorated bonus if termination after Sept. 30, COBRA premium coverage or equivalent taxable cash for up to 12 months, and full acceleration of unvested RSUs (performance RSUs deemed earned at target). Acceleration also applies if Qualifying Termination occurs on or within 12 months after a Change in Control.
• Background: Mr. Jayaraman, 52, has been Cerus COO since March 2020 and previously served as Chief Commercial Officer (since Aug. 2016); prior roles at TriVascular and Medtronic; MBA from Wharton.

Why It Matters
This is a planned CEO succession that keeps the outgoing CEO on the board as Executive Chairman, signaling continuity in leadership. Investors should note the change in executive compensation mix: a modest base salary increase paired with significant equity awards tied to time and performance, which are designed to align management incentives with company performance but will increase potential share dilution. The severance and change‑in‑control protections provide retention safeguards for the incoming CEO and could affect cash and equity outcomes in certain termination scenarios.