Kevin Green
CERUSAbout Kevin Green
Kevin D. Green, 53, is Vice President, Finance and Chief Financial Officer of Cerus (CERS). He has served as CFO since February 2013 after joining Cerus in 2006, previously holding roles including Vice President, Finance and Chief Accounting Officer; he is a Certified Public Accountant with a B.S. in Accounting from California State University, Fresno . Under the executive team’s 2024 plan, Cerus delivered product revenue of $180.27 million and positive non-GAAP adjusted EBITDA of $5.7 million, exceeding the firm’s EBITDA break-even goal; these results informed NEO discretionary bonuses in early 2025 . Say-on-pay support increased to ~92% in 2024, indicating improved shareholder alignment with executive compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cerus Corporation | VP, Finance & CFO | 2013–present | Oversight of operating budget contributed to exceeding 2024 non-GAAP adjusted EBITDA break-even, leading to an 88% of target discretionary bonus recognition . |
| Cerus Corporation | VP, Finance & Chief Accounting Officer | 2009–2013 | Finance leadership during commercialization build-out . |
| Cerus Corporation | Senior Director of Finance & Controller | 2006–2009 | Established reporting controls and finance processes . |
| Macromedia, Inc. | Director of Finance & Assistant Controller (various finance roles) | 2000–2006 | Public-company finance and integration experience (Macromedia acquired by Adobe in 2005) . |
| PricewaterhouseCoopers LLP | Assurance & Business Advisory Services | Pre-2000 | Audit/assurance foundation as a CPA . |
External Roles
- No public company directorships or external executive roles disclosed for Kevin Green .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 464,689 | 484,208 | 488,119 |
| Target Bonus (% of Salary) | 50% (reference level used for 2023/2024 analyses) | 50% | 50% (NEOs forewent Bonus Plan; used for discretionary framework) |
| Cash Bonus ($) | — | — | 53,693 (25% of discretionary bonus) |
| Total Cash ($) | 464,689 | 484,208 | 541,812 (salary + cash bonus) |
Notes:
- In 2024, NEOs agreed to forego Bonus Plan eligibility to support EBITDA break-even; the Compensation Committee later awarded fully discretionary bonuses, paid 25% in cash and 75% in immediately vested RSUs .
Performance Compensation
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Annual equity mix and grants (2024):
- RSUs: 200,000 shares granted 3/1/2024; vest 1/3 on 3/12/2025 and 2/3 on 3/12/2026, subject to service .
- PRSUs (target): 133,000 shares granted 3/1/2024; vest based on a multi-year revenue goal for 3/1/2024–12/31/2026 (goal levels undisclosed); payout range 50%–200% of target .
- Aggregate grant-date fair value (2024): $725,940 .
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Corporate performance framework and 2024 outcomes (informed NEO discretionary bonuses): | Metric | Weight | Target | Actual | Payout (% of total) | |---|---:|---:|---:|---:| | Product Revenue | 35% | $184M | $180.27M | 24.12% | | Non-GAAP Adjusted EBITDA | 35% | Break-even (≥$0) | $5.7M | 35.00% | | Qualitative Goals | 25% | Committee assessment | 0.715x blended (details below) | 17.88% | | Strategic Goals | 5% | Committee assessment | Met | 5.00% | | Total | 100% | — | — | 82% final achievement rate |
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Qualitative goal details:
- LED Illuminator EU dossier/rollout: 1.0x achievement (full) .
- Red Cell program: 0.67x (US Phase 3 progress and BARDA award; EU MDR outcome disappointed) .
- Supply chain: 0.5x (shelf-life extension and allocation management) .
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2024 discretionary bonus determination (Kevin Green):
- Target bonus (reference): $244,059 (at 50% of salary) .
- Actual: 88% of target = $214,772; paid 25% cash ($53,693) and 75% as immediately vested RSUs ($161,079) .
- Rationale: Oversight of operating budget and delivery against the EBITDA break-even goal .
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Legacy PRSU outcomes (impacting realized pay/holdings):
- 2022 PRSUs (revenue component): Cerus 2024 product revenue of $180.27M yielded a 53% payout of revenue-goal PRSUs; Kevin vested 18,550 shares on 3/3/2025 .
- 2021 PRSUs: Profitability and product revenue tranches did not vest and were forfeited (failure to meet thresholds by required dates) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 953,534 shares; less than 1% of outstanding . |
| Composition | Includes 663,833 stock options exercisable within 60 days of April 1, 2025 . |
| Unexercisable options | 8,125 (6.52, exp. 3/1/2031); 43,750 (5.76, exp. 3/1/2032) . |
| Outstanding RSUs (unvested) | 23,333 (2022 grant, vest 3/12/2025); 123,333 (2023 grant, vest 3/12/2025 & 3/12/2026); 200,000 (2024 grant, 1/3 3/12/2025; 2/3 3/12/2026) . |
| Outstanding PRSUs (unvested) | 63,600 (2023 revenue goal, target reflection); 63,600 (2023 clinical enrollment goal, target reflection); up to 266,000 (2024 revenue goal at max) . |
| In-the-money status | As of 12/31/2024 closing price $1.54, Kevin’s option exercise prices ($4.32–$6.52) were above market; no in-the-money value implied . |
| Hedging/pledging | Company prohibits hedging and pledging of Cerus securities by officers and directors (alignment positive) . |
| Ownership guidelines | CEO-specific 3x salary guideline; no CFO-specific guideline disclosed . |
Employment Terms
| Provision | Kevin D. Green |
|---|---|
| Employment letters | May 1, 2009 (amended April 17, 2018) . |
| Severance (no change-in-control) | If terminated without cause: 6 months base salary + 6 months COBRA; full acceleration of equity vesting, subject to release . |
| Change-in-control (double-trigger) | Under Severance Plan: If terminated without cause or resigns for good reason within 12 months post-CoC: lump sum 12 months base salary + 12 months COBRA; full equity acceleration, subject to release . |
| Potential payouts (illustrative, 12/31/2024) | CoC separation: $488,119 salary; $34,256 COBRA; $1,142,089 equity acceleration value (valued at $1.54) . |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 2023; Dodd-Frank/Nasdaq-compliant (applies to CFO) . |
| No tax gross-ups | No tax gross-ups on severance/change-in-control benefits disclosed (shareholder-friendly) . |
Multi‑Year Compensation Summary (reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 464,689 | 484,208 | 488,119 |
| Bonus ($, cash portion) | — | — | 53,693 |
| Stock Awards ($) | 806,400 | 854,042 | 725,940 |
| Option Awards ($) | 459,536 | — | — |
| Non-Equity Incentive ($) | 269,873 | 122,030 | — |
| All Other Comp ($) | 13,930 | 1,292 | 1,242 |
| Total ($) | 2,014,428 | 1,461,572 | 1,268,994 |
Note: 75% of the 2024 discretionary bonus was delivered as immediately vested RSUs granted in March 2025 and is reported in the 2025 proxy’s Stock Awards column (grant-date fair value for Kevin: $123,226) .
Director, Governance, and Related-Party
- Not a director; committee roles N/A .
- Related-party transactions: none requiring disclosure since January 1, 2024 .
Performance & Track Record Highlights
- 2024 product revenue: $180.27 million; non-GAAP adjusted EBITDA: $5.7 million, achieving and surpassing the break-even target; net loss narrowed to $20.9 million . These outcomes underpinned the Compensation Committee’s 2024 corporate performance achievement of 82% and Kevin’s 88% of target discretionary bonus .
- Investor feedback: Say‑on‑pay approval ~92% in 2024 (up from ~89% in 2023) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- Clawback in place, Nasdaq-compliant (mitigates accounting restatement risk) .
- Options repricing prohibited under equity plan (governance best practice) .
- Severance includes full equity acceleration even absent a change-in-control for Kevin upon termination without cause (potential shareholder sensitivity) .
Compensation Structure Analysis
- Mix shifts: Annual long-term incentives delivered 60% RSUs / 40% PRSUs in 2024 (no options), increasing performance linkage while managing dilution; RSU vesting shortened to two years (1/3, 2/3) to enhance retention value without increasing share counts .
- Performance metrics: PRSUs tied to multi-year revenue; 2023 PRSUs also include a clinical enrollment metric; 2021/2022 PRSUs included revenue/profitability and regulatory milestones with forfeitures where goals were not met (evidence of rigor) .
Investment Implications
- Alignment: Kevin Green’s pay mix emphasizes equity (RSUs/PRSUs) with no 2024 options, and 2024 cash bonus largely delivered in stock; hedging/pledging bans and a clawback policy strengthen alignment and risk controls .
- Retention and supply overhang: Substantial unvested RSUs/PRSUs across 2025–2026 create retention hooks; legacy options appear out-of-the-money at $1.54 year-end price, limiting near-term exercise-driven selling pressure .
- Change-in-control economics: Double-trigger CoC benefits with full equity acceleration; however, full equity acceleration also applies on a non-CoC involuntary termination for Kevin, which is more generous than typical and may be a governance consideration .
- Execution: 2024 EBITDA break-even and revenue outcome indicate improved operating discipline under the finance function; 2024 discretionary bonus uplift (88% of target) recognizes CFO execution on cost and profitability levers .