Vivek Jayaraman
CERUSAbout Vivek Jayaraman
Cerus Corporation’s Chief Operating Officer (age 50) since March 2020; previously Chief Commercial Officer (Aug 2016–Mar 2020). He holds an MBA from Wharton and dual bachelor’s degrees from the University of Michigan . In 2024 Cerus delivered product revenue of $180.27 million and achieved positive non‑GAAP adjusted EBITDA of $5.7 million, while the company’s cumulative TSR (base 12/31/2019 = 100) stood at 36.49 at year‑end 2024, framing the backdrop for executive pay and incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cerus Corporation | Chief Operating Officer | Mar 2020–present | Leads global operations during expansion of INTERCEPT adoption and IFC rollout; BARDA red‑cell program advancement |
| Cerus Corporation | Chief Commercial Officer | Aug 2016–Mar 2020 | Drove commercial strategy pre‑COO tenure |
| TriVascular Technologies | VP, Sales & Marketing | Oct 2009–Feb 2016 | Oversaw commercial expansion from preclinical startup to public, global med‑device company |
| Medtronic | Roles of increasing responsibility; most recently VP, Global Marketing (Endovascular Innovations) | Prior to 2009 | Led global marketing for endovascular innovations |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary | $548,402 | No 2024 increase (cash conservation) |
| Target bonus % (reference benchmark) | 55% | Used to size 2024 discretionary bonus; executives forewent formal plan |
Performance Compensation
2024 Annual Bonus Determination (Discretionary; paid 25% cash / 75% fully-vested RSUs)
| Metric | Weight | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Product revenue | 35% | $184.0m | $180.27m | 24.12% |
| Non‑GAAP Adjusted EBITDA | 35% | Break-even (≥$0) | $5.7m | 35.00% |
| Qualitative objectives (LED dossier, Red Cell program, supply chain) | 25% | See proxy | Mixed (1.0x/0.67x/0.5x) | 17.88% |
| Strategic goals | 5% | Set by Comp Comm | Met | 5.00% |
| Total corporate achievement | — | — | — | 82% |
| Executive | Target Bonus ($) | Actual Bonus ($) | % of Target | Cash ($) | RSU value ($) | Vesting timing |
|---|---|---|---|---|---|---|
| Vivek Jayaraman (COO) | $301,621 | $241,297 | 80% | $60,324 | $180,973 | RSUs issued Mar 6, 2025; fully vested at grant |
Notes:
- NEOs agreed to forego the formal bonus plan to support EBITDA break-even; the Compensation Committee exercised discretion using the 82% corporate score and individual contributions .
- RSU portion was calculated at a $2.00 divisor (a premium to market) to reduce share usage; GAAP grant-date value differs from the RSU dollar allocation .
Equity Awards and Vesting
| Award Type | Grant Date / Terms | Shares (Target/Max) | Performance Metric / Vesting | Status / Key Dates |
|---|---|---|---|---|
| 2024 Time‑based RSUs | Mar 1, 2024 | 240,000 | 1/3 vests Mar 12, 2025; 2/3 vests Mar 12, 2026 | Shortened 2‑year schedule to enhance retentive value |
| 2024 PRSUs | Mar 1, 2024 | 160,000 target (320,000 max) | Company revenue goal over 3/1/2024–12/31/2026 | In flight; payout 50%–200% upon certification |
| 2023 PRSUs (Revenue) | 2023 grant | 80,000 target | 3/1/2023–12/31/2025 revenue goal | In flight; 90%–110% payout range (note 6) |
| 2023 PRSUs (Clinical enrollment) | 2023 grant | 80,000 target | Achieve enrollment by 6/30/2026 | In flight; 90%–110% payout range (note 7) |
| 2022 PRSUs (Product revenue) | 2022 grant | 45,000 target | 12‑mo product revenue (3/1/2022–12/31/2024) | Vested 53% = 23,850 on Mar 3, 2025 |
Compensation structure notes:
- Cerus eliminated options from annual LTI; mix is 60% time‑based RSUs and 40% PRSUs to heighten pay‑for‑performance and manage dilution .
- 2024 PRSU revenue goal is undisclosed (competitive sensitivity); deemed “challenging but reasonably achievable” when set .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 1,520,426 shares (includes 872,500 options exercisable within 60 days) |
| Ownership as % of outstanding | <1% (asterisk in beneficial ownership table) |
| Vested vs unvested (as of 12/31/2024) | Unvested RSUs: 240,000; Unvested PRSUs outstanding: 80,000 (2023 rev) + 80,000 (2023 clinical) + up to 320,000 (2024 rev, max) |
| Options (selected grants) | Legacy options outstanding; next unexercisable tranches vest monthly through Mar 1, 2026 (grants from 2021–2022 at $6.52 / $5.76) (notes 9–10) |
| Pledging / hedging | Company policy prohibits hedging and pledging; no holding in margin accounts |
| Ownership guidelines | Formal stock ownership guidelines apply to CEO and directors; none disclosed for other NEOs |
Insider selling and potential supply:
- Reported open‑market sales in March 2025 include transactions such as 10,780 shares at $1.55 (Mar 4, 2025) and 75,989 shares at ~$1.45 (Mar 14–17, 2025), per Form 4 aggregators and SEC filings .
Vesting calendar watch‑outs (potential selling pressure):
- RSUs: 80,000 vesting on Mar 12, 2025 and 160,000 on Mar 12, 2026 from 2024 grant .
- PRSUs: 2024 revenue PRSUs cliff‑evaluate after 12/31/2026; 2023 cycles conclude by 12/31/2025 (revenue) and 6/30/2026 (clinical) .
Employment Terms
| Term | Vivek Jayaraman (COO) |
|---|---|
| Start in current role | March 2020; CCO since August 2016 |
| Severance (non‑CoC) | Not disclosed for COO; only CEO and CFO have non‑CoC salary/COBRA and full acceleration per letters |
| Change‑in‑Control (double‑trigger) | Under Severance Plan: 12 months base salary lump sum + 12 months COBRA + full acceleration of unvested equity upon termination without cause or good‑reason resignation within 12 months post‑CoC |
| Estimated double‑trigger amounts (if terminated on 12/31/2024) | Salary $548,402; Health care $40,313; Equity acceleration value $1,409,100 (at $1.54 stock price assumptions) |
| Equity plan CoC mechanics | If awards are not assumed/continued/substituted, vesting accelerates in full at closing (performance awards at greater of target or actual‑to‑date) |
| Clawback | Nasdaq‑compliant incentive compensation recoupment policy adopted Nov 2023 |
| Hedging/pledging | Prohibited for officers/directors/employees |
Compensation Structure Analysis
- Year‑over‑year mix shift: Options removed; emphasis on RSUs/PRSUs persists, with 2024 RSUs on a shortened 2‑year vesting to balance retention amid share‑reserve constraints—less upside leverage, more certainty vs options (generally more executive‑friendly risk profile) .
- Cash conservation: 2024 salary freezes; 75% of 2024 bonuses in immediately‑vested RSUs (using a $2.00 divisor premium to reduce burn), aligning with liquidity preservation .
- Pay‑for‑performance: PRSUs hinge on multi‑year revenue goals; 2022 PRSUs paid at 53% based on 2024 product revenue; 2021 PRSUs with profitability/regulatory hurdles were forfeited—indicating rigor in targets .
- Shareholder support: Say‑on‑pay passed with ~92% approval in 2024, reflecting investor acceptance of the framework .
Performance & Track Record
- 2024/early‑2025 achievements: Revenue $180.27m (beat guidance); positive non‑GAAP adjusted EBITDA $5.7m; BARDA funding up to $248m for red‑cell; ReCePI Phase 3 topline positive; FDA extended platelet kit shelf life; CBS completed nationwide platelet rollout; CE Mark for INT200 (LED device) .
- Challenges: EU red‑cell MDR application closed without approval in October 2024; RedeS Phase 3 continues with U.S. PMA planned in modules into 2H25/2H26 .
- Pay vs performance context: While internal operating metrics improved, cumulative TSR (since 12/31/2019) was 36.49 at 12/31/2024 versus peer index 94.61, underscoring investor return headwinds despite operational progress .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (reduces alignment risk) .
- Tax gross‑ups: None on severance/CoC benefits (shareholder‑friendly) .
- Related‑party transactions: None reported since Jan 1, 2024 .
- Option repricing: Prohibited without shareholder approval under equity plan .
- Clawback: In place (Nasdaq compliant) .
Compensation Peer Group (for benchmarking, 2024 cycle)
Peer set of 18 U.S. biotech/med‑device companies (e.g., ADMA Biologics, BioLife Solutions, Rigel, etc.) used to calibrate pay levels and mix .
Equity Plan & Overhang (context)
As of April 1, 2025: 28.9m options outstanding (WAE $5.189), 18.15m full‑value awards outstanding; 4.25m shares available under 2024 Plan pre‑proposal; board seeking +10m shares (to 21.91m Share Reserve) to remain competitive on talent and retention .
Investment Implications
- Alignment and retention: Jayaraman’s 2024 package is predominantly equity‑based (RSUs/PRSUs) with rigorous performance conditions; double‑trigger CoC with full acceleration is standard but implies meaningful value crystallization if a transaction occurs .
- Supply/overhang watch: Near‑dated RSU vesting (2025/2026) and recent March 2025 insider sales suggest periodic supply; however, hedging/pledging bans mitigate misalignment risk .
- Execution risk vs upside: Operational KPIs improved (revenue, adj. EBITDA), but TSR remains pressured; PRSUs lever directly to multi‑year revenue execution and U.S. red‑cell regulatory milestones—positive inflections (e.g., PMA progress, adoption curves) would directly enhance realizable pay and may catalyze sentiment .
- Governance/support: Strong say‑on‑pay (92%) and clawback/anti‑hedging posture indicate healthy governance practices; equity plan refresh, if approved, sustains talent incentives while codifying best‑practice features (no repricing; minimum vesting) .
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