Chrystal Jensen
CERUSAbout Chrystal Jensen
Chrystal Jensen, age 54, serves as Chief Legal Officer, General Counsel and Secretary of Cerus Corporation; she was appointed CLO and GC in December 2012 and added the Secretary role in February 2024 . She holds a BS from the University of Colorado and a JD from the University of Chicago; prior roles include Senior Corporate Counsel at Zynga and partner at Cooley LLP, practicing corporate and securities law . Company performance metrics tied to executive pay emphasize product revenue and non-GAAP adjusted EBITDA; Cerus reported 2024 product revenue of $180.3 million and positive non-GAAP adjusted EBITDA of $5.7 million, supporting pay-for-performance structures used across the organization . For pay-versus-performance disclosures, Cerus identified Product Revenue as the Company-Selected Measure, with cumulative TSR and net loss tracked under Item 402(v) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zynga Inc. | Senior Corporate Counsel | Aug 2011 – Oct 2012 | Corporate legal leadership for a public tech company; securities and corporate governance experience |
| Cooley LLP | Partner (Corporate & Securities) | Prior to Aug 2011 | Led complex capital markets and corporate transactions; deep SEC and governance expertise |
External Roles
No external public company board roles disclosed for Jensen in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 446,900 | 464,776 | 468,530 |
| Bonus ($) | — | — | 46,384 (cash portion of discretionary bonus) |
| Stock Awards ($) | 604,800 | 738,600 | 588,600 |
| Option Awards ($) | 344,652 | — | — |
| Non-Equity Incentive ($) | 233,139 | 105,419 | — |
| All Other Compensation ($) | 12,122 | 1,292 | 1,242 |
| Total ($) | 1,641,613 | 1,310,087 | 1,104,756 |
| 2024 Base Salary | Target Bonus % | Time-Based RSU Award (shares) | PRSU Award Target (shares) |
|---|---|---|---|
| $468,530 | 45% | 160,000 | 110,000 |
| 2024 Actual Discretionary Bonus | % of Target | Paid in Cash ($) | Paid in RSUs ($) |
|---|---|---|---|
| $185,538 | 88% | $46,384 | $139,153 |
Notes:
- In 2024, NEOs forewent formulaic bonuses to support adjusted EBITDA break-even; the Compensation Committee awarded discretionary bonuses in early 2025, 25% cash and 75% immediately-vested RSUs. Grant date fair values of the RSU portion are recognized in 2025, not in 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Product Revenue (Broad-based bonus program) | 35% | $184M | $180.27M | 24.12% contribution to total | Annual performance year, discretionary bonus paid 25% cash / 75% RSUs |
| Non-GAAP Adjusted EBITDA (Broad-based bonus program) | 35% | Full-year break-even (≥ $0) | $5.7M | 35.00% contribution to total | Annual performance year, discretionary bonus paid 25% cash / 75% RSUs |
| Final Achievement Rate (Broad-based program) | — | — | — | 82% total achievement | Discretionary bonus based on these outcomes |
| 2024 PRSUs (Equity Incentive) | Weight in LTI Mix | Performance Metric | Threshold (shares) | Target (shares) | Maximum (shares) | Performance Period / Vesting |
|---|---|---|---|---|---|---|
| Annual PRSU Grant | 40% of LTI value (mix 60% RSUs / 40% PRSUs) | Product revenue goal | 55,000 | 110,000 | 220,000 | Three-year performance period; vesting based on revenue goal per grant terms |
| Prior PRSUs (Context) | Metric | Outcome |
|---|---|---|
| 2021 PRSUs | Product revenue and two consecutive quarters of positive non-GAAP adjusted EBITDA (equally weighted) | Failed to vest; forfeited as goals were not met |
| 2022 PRSUs | Product revenue (12-month FY2024) and LED Illuminator approvals (CE Mark and FDA) | Product revenue thresholds established ($178.5M threshold, $210M target, $225.75M stretch, >$241.5M max); vesting determined automatically post-10-K; payout percentage not stated in proxy excerpts . 2024 product revenue was $180.3M, above threshold . |
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial Ownership (shares) | 680,804; less than 1% of shares outstanding as of April 1, 2025 |
| Options exercisable within 60 days | 441,443 shares |
| Shares outstanding basis | 191,449,262 shares (April 1, 2025) |
| Hedging/Pledging | Prohibited for employees and directors; no holding in margin or pledging allowed |
| Stock Ownership Guidelines | Maintained for CEO and directors; no separate disclosed executive guidelines beyond CEO |
| Outstanding Equity Awards (12/31/2024) | Count | Market Value ($) |
|---|---|---|
| RSUs Not Vested | 17,500 (award vests in 3 annual installments from 3/12/2022; remaining vest 3/12/2025) | $26,950 (at $1.54 close on 12/31/2024) |
| RSUs Not Vested | 106,666 (award vests in 3 annual installments from 3/12/2023; remaining vest 3/12/2025 and 3/12/2026) | $164,266 (at $1.54) |
| RSUs Not Vested | 160,000 (award vests 1/3 on 3/12/2025 and 2/3 on 3/12/2026) | $246,400 (at $1.54) |
| PRSUs Unearned/Not Vested | 220,000 | $338,800 (at $1.54) |
| Option Awards (Chrystal Jensen) | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Grant | 84,380 | — | 5.06 | 2/28/2026 |
| Grant | 6,250 | — | 4.33 | 2/28/2027 |
| Grant | 29,688 | — | 4.32 | 2/29/2028 |
| Grant | 138,000 | — | 5.105 | 3/1/2030 |
| Grant | 93,750 | 6,250 | 6.52 | 2/28/2031 |
| Grant | 72,187 | 32,813 | 5.76 | 2/28/2032 |
Upcoming vesting schedule and insider selling pressure indicators:
- 3/12/2025: 17,500 RSUs vest from 2022 grant; 106,666 RSUs vest from 2023 grant; 1/3 of 2024 RSUs (53,333) vest .
- 3/12/2026: Remaining 2023 RSUs (53,333) and 2/3 of 2024 RSUs (106,667) vest .
- PRSUs vesting contingent on revenue and other conditions; values reflect target or actual performance per plan terms; unexercisable options as of 12/31/2024 were all out-of-the-money at $1.54, so acceleration value relates to RSUs/PRSUs only .
Employment Terms
| Provision | Details |
|---|---|
| Change-in-Control Severance (Double Trigger) | Participation in Severance Plan: upon involuntary termination without cause or resignation for good reason on or within 12 months following a change in control, lump sum cash equal to 12 months base salary; paid COBRA premiums for 12 months; full accelerated vesting and exercisability of all outstanding equity awards . |
| Potential Payments (as of 12/31/2024) | Health care benefits: $24,983; Salary: $468,530; Equity acceleration: $943,891 (based on $1.54 close; options out-of-the-money) . |
| Non-Change-in-Control Severance | Not disclosed for Jensen; plan primarily applies on change of control for participants; non-CoC severance letters disclosed for CEO and CFO only . |
| Clawback / Recoupment | Nasdaq-compliant incentive compensation recoupment policy adopted Nov 2023; equity plan awards subject to company clawback policies and additional recovery provisions in award agreements . |
| 280G Cutback | Equity plan provides “best net” 280G cutback mechanics; no excise tax gross-ups; reductions prioritized per plan to optimize after-tax outcome . |
| Hedging/Pledging | Prohibited under insider trading policy; no margin accounts or pledging of Cerus securities permitted . |
Investment Implications
- Alignment: Jensen’s pay emphasizes equity, with time-based RSUs and PRSUs; 2024 discretionary bonus paid mostly in immediately-vested RSUs ties outcomes to stock performance and preserves cash, while PRSUs link long-term vesting to revenue goals . No hedging or pledging is allowed, supporting alignment with shareholders .
- Retention and Selling Pressure: Significant scheduled RSU vesting in March 2025 and March 2026 may create routine liquidity events; PRSU outcomes depend on multi-year revenue performance, adding retention hooks. Options outstanding are largely out-of-the-money at 12/31/2024, reducing near-term option-driven selling pressure .
- Change-of-Control Economics: Double-trigger severance with 12 months’ salary, 12 months’ COBRA, and full equity acceleration creates meaningful payouts and potential retention in a transaction; 280G cutback provisions and no tax gross-ups are shareholder-friendly .
- Pay-for-Performance Signals: Corporate targets prioritized product revenue and adjusted EBITDA; 2024 achieved $180.3M product revenue and positive non-GAAP adjusted EBITDA of $5.7M, with an 82% overall achievement rate used to determine discretionary bonuses, indicating disciplined cost control and progress toward profitability . Strong say-on-pay support (92% in 2024 vs 89% in 2023) reduces governance overhang and signals investor acceptance of the pay design .