Dean Gregory
CERUSAbout Dean Gregory
Dean Gregory, 56, is an independent director at Cerus Corporation, appointed in July 2024. He previously served as President of Global Commercial Operations at Fresenius Kabi (Dec 2012–Mar 2024), Senior Vice President of Commercial Operations at Fenwal (2007–2012), and held multiple leadership roles at Baxter International (1991–2007), including VP roles in pathogen inactivation and global marketing; he holds a B.S. in Biology (University of Illinois) and an MBA (DePaul University) . The Board cited his deep leadership experience across commercialization, product development, supply chain, and manufacturing, particularly in transfusion and cell therapy, as core credentials for his appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresenius Kabi, Inc. | President, Global Commercial Operations | Dec 2012 – Mar 2024 | Led global commercial strategy and execution in medical devices; relevant to blood transfusion safety . |
| Fenwal Inc. | Senior Vice President, Commercial Operations | Mar 2007 – Nov 2012 | Commercial leadership in transfusion-related products . |
| Baxter International | VP, Global Marketing – Pathogen Inactivation; VP, Biz Dev/Strategy/Global Marketing ROW; prior roles | Aug 1999 – Feb 2007; Dec 2002 – Feb 2007; Jun 1991 – Feb 2007 | Experience in pathogen inactivation and global marketing; operational and manufacturing breadth . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | The 2025 proxy does not list other current public company directorships for Gregory . |
Board Governance
- Independence: The Board affirmatively determined Gregory is independent under Nasdaq listing standards; nine of ten directors were independent as of April 23, 2025 .
- Committee assignments: Gregory will join the Nominating & Corporate Governance Committee effective at the 2025 Annual Meeting (following Ms. Schulze’s retirement); he chaired an ad hoc manufacturing and supply chain committee in 2024 (additional pro-rated retainer) .
- Attendance and engagement: The Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings during their period of service; independent directors held executive sessions after each Board meeting in 2024 .
- Board leadership: The Chair of the Board is independent, separate from the CEO, reinforcing independent oversight and accountability .
Fixed Compensation
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual Board cash retainer (standard non-employee director) | $45,000 | Paid quarterly | Chair of the Board receives $80,000; committee chairs and members receive additional retainers (Audit: chair $26,000/member $13,000; Compensation: chair $15,000/member $8,000; Nominating: chair $10,000/member $6,000) . |
| Gregory – Fees Earned (FY2024) | $30,000 | FY2024 | Includes pro-rated cash retainer; plus additional ad hoc committee retainer of $15,000 per year (pro-rated) as committee chair (reflected in fees line) . |
Performance Compensation
| Component | Grant Value / Shares | Vesting | Performance Metrics |
|---|---|---|---|
| Gregory – Initial RSU grant (on joining Board, Jul 2024) | 60,000 RSUs (valued at $300,000 target; $5.00/share methodology) | Vests in 3 equal annual installments; change-in-control accelerates vesting | None; director RSUs are time-based (annual grants vest on the earlier of first anniversary or day prior to next annual meeting; initial grants time-based) . |
| Gregory – Stock Awards (FY2024) | $102,000 (grant-date fair value) | As above | As above . |
Note: Director equity awards are not tied to quantitative performance metrics (e.g., revenue, EBITDA, TSR); they are time-based, aligning directors with long-term shareholder outcomes via equity ownership .
Changes to 2025 Director Equity Program:
- Annual RSU for continuing directors increased to 60,000 RSUs (target $150,000 using $2.50/share); initial RSU for new directors adjusted to $225,000 (using $2.50/share); other cash terms unchanged .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Gregory in the proxy .
- Related-party transactions: Company states no transactions requiring Item 404(a) disclosure since Jan 1, 2024; Audit Committee oversees related-person transaction policy .
- Stock ownership guidelines for directors: Must own ≥3x annual Board cash retainer; Gregory became subject in 2024 and must comply by Dec 31, 2029 .
Expertise & Qualifications
- Domain expertise: Global transfusion safety and cell therapy commercialization; product development; supply chain and manufacturing (Fenwal/Fresenius/Baxter) .
- Board rationale: Adds materially to Board discussions given breadth across commercialization and operations in Cerus’s core markets .
- Education: B.S. in Biology (University of Illinois), MBA (DePaul University) .
Equity Ownership
| Item | Amount / Status | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 1,725 shares; <1% of outstanding | Reported in the security ownership table; total shares outstanding 191,160,480; percent listed as “Less than one percent” . |
| RSUs outstanding (Dec 31, 2024) | 60,000 | Gregory’s initial grant; vests over 3 years . |
| Options outstanding | Not disclosed for Gregory; table lists options for other directors | Gregory’s option count not listed; RSUs disclosed . |
| Hedging/Pledging | Prohibited by insider trading policy (no hedging, short sales, pledging/margin accounts) | Applies to directors and employees . |
| Ownership guidelines | ≥3x annual cash retainer; compliance by Dec 31, 2029 for Gregory | Board retains discretion to waive/adjust in hardship cases . |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy / no Form 4 data located in our document set | — | — | — | Reference current beneficial ownership and RSU holdings in proxy; company reports no Item 404(a) related-person transactions since Jan 1, 2024 . |
Governance Assessment
- Independence and oversight: Gregory is independent and will join Nominating & Corporate Governance, aligning with ESG oversight; Board chair is independent, enhancing accountability .
- Engagement: Board met six times in 2024 with ≥75% attendance by each director; independent executive sessions after each meeting indicate active oversight .
- Pay and alignment: Director cash retainers are modest; equity awards are time-based RSUs promoting ownership; 2025 adjustments reduce target grant values, consistent with cash constraints and alignment considerations .
- Conflicts: No related-party transactions disclosed; insider trading policy bans hedging/pledging, mitigating alignment risks .
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging permitted; independence affirmed by Board .