William Greenman
CERUSAbout William Greenman
William M. Greenman (age 58) is President, Chief Executive Officer, and a director of Cerus Corporation; he has served as CEO and a board member since April 2011 and has been with Cerus in senior roles since 1995 (prior roles include SVP Business Development & Marketing; Chief Business Officer; President, Cerus Europe) . He holds a B.A.S. in economics and biological sciences from Stanford University . Under his leadership, 2024 product revenue reached $180.27 million, non-GAAP adjusted EBITDA turned positive at $5.7 million, and GAAP net loss narrowed to $20.9 million, reflecting improved operational execution; in Q1 2025, Cerus also reported positive topline ReCePI Phase 3 results for INTERCEPT RBCs and continued Phase 3 RedeS enrollment . Cerus’ total shareholder return measure (per SEC “pay vs performance”) stood at 36.49 on a 2019 base-100 framework at 2024 year-end, underscoring mixed share performance versus operational progress .
Governance and dual-role context: Greenman is not Board Chair; the Board is led by independent Chair Daniel N. Swisher, Jr., and 90% of directors are independent, mitigating CEO/Chair concentration and supporting oversight .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cerus Corporation | President & CEO; Director | CEO since Apr 2011; Director since Apr 2011 | Long-tenured leader across clinical, commercial, and regulatory pathways; deep institutional knowledge . |
| Cerus Corporation | SVP, Business Development & Marketing; Chief Business Officer | 2008–2011 | Led BD/marketing ahead of CEO tenure . |
| Cerus Europe | President | 2006–2008 | Built European presence . |
| Cerus Corporation | VP, Business Development | 1999–2006 | Drove partnerships/BD during pivotal growth phase . |
| Cerus Corporation | Director, Business Development | 1995–1999 | Early commercial/BD leadership . |
| Baxter Biotech Division | Marketing/Business Development roles | 1991–1995 | Biopharma commercial experience prior to Cerus . |
External Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Aduro Biotech (public) → Chinook Therapeutics (public) | Director (Aduro from Jun 2010; Chinook post-merger) | 2010–Aug 2023 | Continued on Chinook board until acquisition by Novartis (Aug 2023), bringing biopharma governance experience . |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary | $770,000 | No increase vs 2023 to conserve cash . |
| Target Bonus % | 70% of salary | NEOs agreed to forego 2024 Bonus Plan opportunity; discretionary bonuses used instead . |
| 2024 Discretionary Bonus – Total | $441,980 (82% of $539,000 target) | Based on 82% achievement of corporate goals under broad-based plan . |
| 2024 Discretionary Bonus – Cash | $110,495 (25%) | 25% paid in cash to conserve liquidity . |
| 2024 Discretionary Bonus – RSUs (immediately vested) | $331,485 (75%) | Granted Mar 6, 2025; grant-date fair value $253,585 due to premium share calculation methodology . |
Performance Compensation
- Long-term equity mix shifted away from options: since 2023, awards are 60% time-based RSUs and 40% PRSUs; no options granted to NEOs in 2024, emphasizing long-term share ownership and explicit performance ties .
- 2024 RSU/PRSU grants to CEO:
- RSUs: 575,000 shares granted Mar 1, 2024; vest 1/3 on Mar 12, 2025 and 2/3 on Mar 12, 2026, subject to continued service .
- PRSUs: Target 385,000 shares granted Mar 1, 2024; vesting tied to multi-year revenue goal for the period Mar 1, 2024–Dec 31, 2026 (payout 50–200% of target), subject to continued service; specific revenue target not disclosed .
- Back-testing of prior PRSUs:
- 2022 PRSUs (product revenue goal): 53% of target vested (e.g., 57,637 shares for CEO) following 2024 product revenue of $180.27M; vest date Mar 3, 2025 .
- 2022 PRSUs (LED Illuminator dev. goal): cancelled in Dec 2024 (threshold not met) .
- 2021 PRSUs: all forfeited; neither revenue nor non-GAAP profitability goals achieved by deadlines .
Detailed incentive mechanics (selected items):
- Corporate performance assessment (broad-based plan used to benchmark 2024 discretionary bonuses):
- Quantitative (70% weight): revenue ($178M threshold; $184M target; $190M stretch) achieved $180.27M; EBITDA target achieved at +$5.7M; aggregate 59.12% .
- Qualitative (25%): LED illuminator dossier (1.0x), RBC program (.67x), supply chain (.5x) yielded 17.88% .
- Strategic (5%): China/NMPA, RBC ease-of-use, Brazil platelet partnership: 5% .
- Final achievement rate: 82% .
| 2024 CEO Equity Grants | Grant Date | Type | Target/Units | Vesting / Performance | Accounting Value |
|---|---|---|---|---|---|
| Annual RSU | Mar 1, 2024 | Time-based RSU | 575,000 | 1/3 on Mar 12, 2025; 2/3 on Mar 12, 2026 (cont. service) | $1,253,500 |
| Annual PRSU | Mar 1, 2024 | Performance RSU | 385,000 target | Revenue goal (Mar 1, 2024–Dec 31, 2026); 50–200% payout; cont. service | $839,300 (probable outcome at grant) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 5,071,554 shares; 2.6% of outstanding . |
| Of which: options exercisable within 60 days | 2,501,875 shares (subset of above) . |
| Unvested/Outstanding CEO RSUs at 12/31/2024 | 72,500 (2022 grant), 383,333 (2023 grant), 575,000 (2024 grant) . |
| PRSUs outstanding at 12/31/2024 | 192,500 (2023 revenue PRSUs), 192,500 (2023 clinical enrollment PRSUs), 770,000 (2024 revenue PRSUs, reported at max for tabular requirement) . |
| Options moneyness at 12/31/2024 | Year-end price $1.54; no unexercisable options had strike < $1.54 (unexercisable underwater) . |
| Hedging/Pledging | Company policy prohibits hedging and pledging; directors/officers may not hold in margin or pledge company stock . |
| CEO ownership guideline | 3x base salary; CEO was in compliance as of Dec 31, 2024 . |
Vesting cadence and potential supply:
- 2024 RSUs: 1/3 vested Mar 12, 2025; remaining 2/3 vest Mar 12, 2026, subject to service .
- 2022 PRSUs (revenue): vested Mar 3, 2025 at 53% of target (CEO: 57,637 shares) .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment letters | CEO letter (May 12, 2011; amended Apr 17, 2018) governs severance; CFO letter (May 1, 2009; amended Apr 17, 2018) also governs severance . |
| Severance (no change-in-control) | CEO: 12 months base salary + up to 12 months COBRA; full acceleration of equity upon termination without cause (release required) . CFO: 6 months base + up to 6 months COBRA; full equity acceleration on termination without cause (release required) . |
| Change-in-control (double trigger) | CEO: if terminated without cause or resigns for good reason within 12 months post-CoC, 18 months base in lump sum + up to 18 months COBRA; full equity acceleration (release required) . CFO/other NEOs (under Severance Plan): 12 months base in lump sum + up to 12 months COBRA; full equity acceleration (release required) . |
| PRSUs on CoC | If CoC occurs before certification, PRSUs vest at greater of target or actual performance to date (subject to service through effective date) . |
| Clawback | Nasdaq/Dodd-Frank compliant recoupment policy adopted Nov 2023; applies to erroneously awarded incentive compensation over prior three fiscal years; SOX 304 applies to CEO/CFO . |
| Deferred compensation | CEO participates in Nonqualified Deferred Compensation Plan; 2024 exec contribution $77,000; YE 2024 balance $967,092 . |
Board Governance (service, committees, independence)
- Board service: Greenman has been a director since April 2011; he receives no additional director fees for board service (executive directors are excluded from director compensation) .
- Committee roles: As CEO, he does not serve on standing committees; committee membership is comprised of independent directors (Audit, Compensation, Nominating & Corporate Governance) .
- Independence and structure: Board Chair is independent (Swisher), and 90% of directors are independent; independent directors meet in executive session after Board meetings; all directors attended at least 75% of meetings in 2024 .
Compensation Structure Analysis
- Cash vs equity mix: CEO’s potential 2024 pay was majority “at risk” via equity; RSUs/PRSUs form 100% of LTI; no stock options granted in 2024, continuing the 2023 shift from options to RSUs/PRSUs (lower risk, more certainty) .
- Bonus design pivot: NEOs forewent formulaic 2024 Bonus Plan; Compensation Committee used discretionary bonuses guided by achievement vs corporate goals (82% score), paying 75% in immediately-vested RSUs and 25% in cash to conserve liquidity and align incentives .
- Performance rigor: 2021 PRSUs fully forfeited; 2022 PRSUs partially vested (53% of revenue tranche) and development tranche cancelled—indicating willingness to zero out when goals miss .
- Peer benchmarking and consultant: Compensation Committee uses Alpine Rewards and a 2024 peer group across biotech/medtech to set market-competitive pay .
Director Compensation (for completeness of dual-role assessment)
- Executive directors (including the CEO) receive no separate board compensation; non-employee directors receive cash retainers and annual RSUs; vesting accelerates on change-in-control .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Hedging/pledging: Prohibited by policy—reduces misalignment risk; no margin or pledging permitted .
- Option repricing: Prohibited without stockholder approval (plan governance safeguard) .
- Say-on-pay: 2024 approval ~92%, indicating strong shareholder support .
Investment Implications
- Alignment and discipline: Shift to RSUs/PRSUs (no options), rigorous PRSU gating (cancellations/forfeitures when targets missed), and 75% equity bonus delivery for 2024 suggest credible pay-for-performance and heightened equity exposure for the CEO .
- Retention and supply overhang: Significant outstanding unvested equity (time-based RSUs through Mar 2026; multi-year PRSUs through Dec 2026) creates structured vesting cadence; policy prohibits hedging/pledging, but upcoming vest releases (e.g., 2026 RSU vest) can modestly increase float and potential Form 4 activity around open windows .
- Change-in-control economics: CEO features full equity acceleration both in non-CoC severance (termination without cause) and under double-trigger CoC—this is generous relative to market and could be a consideration in M&A modeling (affects fully diluted counts and transaction-related expenses) .
- Signal from 2024 operations: Achieving positive non-GAAP adjusted EBITDA and narrowing net loss while meeting revenue thresholds that partially vested 2022 PRSUs may support confidence in revenue trajectory into the 2024–2026 PRSU measurement window; however, TSR remains pressured versus earlier years, indicating execution must translate into share performance for full alignment .