Timothy L. Moore
CERUSAbout Timothy L. Moore
Timothy L. Moore (age 63) has served as an independent director of Cerus Corporation since September 2018 and is currently in the class of directors continuing in office until the 2026 Annual Meeting; he was nominated to continue serving based on his extensive manufacturing and operations background . He holds a B.S. in Chemical Engineering from the University of Tulsa and an M.S. from Northwestern University, and has held senior operating roles in biopharma and cell therapy, including Genentech, Kite, PACT Pharma, Instil Bio, and Allogene Therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allogene Therapeutics, Inc. | EVP, Chief Technical Officer | Apr 2023 – Feb 2025 | Senior technical leadership in cell therapy manufacturing |
| Instil Bio, Inc. | Chief Operating Officer | Sep 2022 – Dec 2022 | Global clinical-stage cell therapy operations |
| PACT Pharma, Inc. | President & Chief Operating Officer; earlier President & Chief Technology Officer | Oct 2019 – Sep 2022 | Led engineering and scale-up of transformational T cell therapies |
| Kite Pharma (Gilead) | EVP, Technical Operations | Since Mar 2016 (prior role ended before PACT) | Led technical operations at commercial cell therapy scale |
| Genentech (Roche) | SVP, Head of Global Technical Operations – Biologics; member of Executive Committee | >12 years | Oversaw 7,500+ professionals across 10 internal sites, 30+ CMOs, end-to-end supply for >20 biologics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioLife Solutions, Inc. (public) | Director | Since Aug 2022 | Life sciences tools oversight; alignment with biopreservation supply chains |
| FosunKite JV | Former Director | Not disclosed | JV governance between Gilead and Fosun |
| Cognate BioServices, Inc. | Former Director | Aug 2020 – Mar 2021 (acquired by Charles River) | Cell therapy CDMO governance |
Board Governance
- Independence: Moore is one of nine independent directors as determined under Nasdaq standards; Greenman (CEO) is non-independent .
- Committee assignments: Member, Compensation Committee; the Committee is independent and oversees executive and director compensation, succession planning, HCM, and equity plan administration .
- Chair roles: Not a chair; Compensation Committee chair transitioned from Gail Schulze to Ann Lucena upon Schulze’s retirement at the 2025 Annual Meeting .
- Attendance and engagement: The Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings; independent directors held executive sessions following each Board meeting .
- Governance practices: Independent Chair (Daniel N. Swisher, Jr.) separates leadership from CEO; Board addresses risk oversight via Audit, Compensation, and Nominating & Corporate Governance committees and regular management reporting .
Fixed Compensation
| Component | Amount/Terms | 2024 Details |
|---|---|---|
| Annual Board cash retainer | $45,000 per non-employee director; Chair $80,000 | Policy basis |
| Committee retainers | Audit: $13,000 member / $26,000 chair; Compensation: $8,000 member / $15,000 chair; Nominating: $6,000 member / $10,000 chair | Policy basis |
| Ad hoc committee retainer | Additional annual cash retainer; Moore earned $10,000 per year pro-rated for his service on an ad hoc manufacturing & supply chain committee (Gregory was Chair) | Pro-rated additional retainer |
| 2024 cash paid | $58,000 | Fees earned or paid in cash (Moore) |
Performance Compensation
| Instrument | Grant | Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 40,000 RSUs granted June 5, 2024 | $75,600 grant date fair value | 100% vests on earlier of first anniversary or day prior to next annual meeting; full vest on change in control | None for directors; awards are time-based (no director performance metrics) |
| RSUs (policy change for 2025) | 60,000 RSUs (annual) target value $150,000 at $2.50/share | Policy change approved Feb/Apr 2025 | Same vesting framework; initial grants for new directors set at $225,000 at $2.50 | None for directors; time-based |
- Change-in-control treatment: Director awards become fully vested upon a change in control under the director program; plan-level provisions also accelerate unassumed awards at target or actual performance if not continued/substituted in a transaction .
- Clawback: Awards subject to Cerus’ Incentive Compensation Recoupment Policy and exchange listing/dodd-frank clawback requirements; committee may impose additional recovery terms .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Exposure |
|---|---|---|
| BioLife Solutions, Inc. | Director | No Cerus related-person transactions disclosed since Jan 1, 2024; no pledging/hedging permitted per policy |
Expertise & Qualifications
- Manufacturing and operations expert: Led global biologics technical operations at Genentech and commercial-scale cell therapy operations at Kite; extensive supply chain, CMO management, and quality oversight experience .
- Industry knowledge: Deep cell therapy and transfusion-related operations background relevant to Cerus’ pathogen reduction and IFC product adoption; supports board deliberations on manufacturing and supply continuity .
- Board rationale: Nominating Committee and Board concluded Moore’s background adds significant value; nominated based on operations expertise .
Equity Ownership
| Item | Quantity | Notes |
|---|---|---|
| Beneficial ownership | 227,423 shares | As of April 1, 2025 |
| Options outstanding | 122,350 shares subject to options | Aggregate outstanding options as of Dec 31, 2024 |
| RSUs outstanding | 40,000 RSUs | As of Dec 31, 2024 |
| Ownership guidelines | 3× annual Board cash retainer | Director guideline adopted March 2018 |
| Compliance status | In compliance as of Dec 31, 2024 | Directors first subject in 2018 were in compliance; includes Moore |
| Hedging/pledging | Prohibited | No hedging, short-term speculation, or pledging allowed |
Governance Assessment
- Board effectiveness: Moore’s hands-on manufacturing and supply-chain experience aligns with Cerus’ growth and product supply priorities, and his Compensation Committee service contributes to oversight of pay policy and equity plan governance .
- Independence and attendance: Independent director with documented compliance to attendance thresholds and participation in executive sessions enhances oversight quality .
- Pay-for-performance alignment for directors: Director equity is time-based RSUs; 2025 policy reduced target grant value to $150,000 while increasing shares to 60,000, aligning with cash constraints and managing dilution—a pragmatic signal of capital discipline . However, the use of single-trigger full vesting on change in control for director awards is a potential investor sensitivity, as some shareholders prefer double-trigger treatment for better alignment .
- Conflicts/related party: No related-person transactions disclosed since Jan 1, 2024; strong insider trading policy prohibitions on hedging/pledging reduce alignment risks .
- Ownership alignment: Moore meets director ownership guidelines; beneficial ownership and outstanding equity support skin-in-the-game .
- Committee function and independence: Compensation Committee independence confirmed; use of an independent consultant (Alpine Rewards) assessed for conflicts with none found, reinforcing governance rigor .
RED FLAGS and Watch Items:
- Single-trigger vesting of director awards upon change in control may be viewed unfavorably by some governance investors; continued dialogue and potential evolution toward double-trigger could improve optics .
- Cerus’ equity plan overhang and burn rate are actively managed, but dilution remains a strategic consideration; Board seeking additional shares through 2025 plan amendment signals ongoing reliance on equity—monitor grant practices and director award sizing trends .