HOUSTON--(BUSINESS WIRE)--Bradley L. Radoff, a significant shareholder of Cerus Corporation (NASDAQ: CERS) (\u201cCerus\u201d or the \u201cCompany\u201d), today announced his intention to withhold support for the Company\u2019s two director nominees at the upcoming 2026 annual meeting in the below open letter to shareholders.<\/p>
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\nMay 27, 2026<\/p>
\nFellow Shareholders,<\/p>
\nI am an individual shareholder in Cerus managing my own capital. In light of the Company\u2019s negative returns and failure to achieve profitability over the past decade, I will be withholding my votes from the reelection of William Greenman<\/b>, the Chair of the Board of Directors (the \u201cBoard\u201d) and CEO of Cerus, and Ann Lucena<\/b>, the Chair of the Board\u2019s Compensation Committee at the 2026 annual meeting scheduled for June 2, 2026.<\/p>
\nWhy I Am Withholding Support for Cerus\u2019 Directors at the 2026 Annual Meeting:<\/span><\/b><\/p> \n1. Under Mr. Greenman\u2019s leadership, Cerus has failed to create value for shareholders despite having a market-leading product in the INTERCEPT Blood System. Over the past 10 years, Cerus has delivered a (50.8%) return.1<\/sup><\/p> \n2. Over the past decade, Cerus\u2019 share count has nearly doubled, increasing from 101,710,815 in March 2016 to 200,316,000 in March 2026.2<\/sup> This stock dilution has offset the growth of the business, with the Company continuing to deliver an annual net loss. The Board has continued to increase the number of shares available for the grant of equity awards to executives and directors \u2013 even as shareholders have voiced opposition to this decision.\n \na. At the 2023 annual meeting, 43.5% of shareholders voted against the amendment and restatement of the Company\u2019s equity incentive plan to increase the share count by 7 million shares.3<\/sup> Despite this, the Board put forth similar proposals in 2024 and 2025 to increase the aggregate number of shares of common stock authorized for issuance \u2013 in 2025, 34.7% of shareholders voted against the proposal to increase the share count by 10 million shares. This year, the Board is again seeking to increase the share count by 10 million shares.<\/p> \nb. Ms. Lucena was named Chair of the Compensation Committee following the 2025 annual meeting, despite having never previously served as a member of Cerus\u2019 Compensation Committee \u2013 and having never served on another public company board, according to the Company\u2019s proxy statements.<\/p> \n3. The Company is planning to transition Mr. Greenman to Executive Chair of the Board \u2013 I believe this is an egregious governance mistake which will only perpetuate a legacy of failure.<\/p> \n4. Cerus maintains a classified Board structure, which has been criticized as a \u201cproblematic governance structure\u201d by independent proxy advisors.4<\/sup> At Cerus, each director is able to serve for three consecutive years before facing a shareholder vote. As recognized by Glass, Lewis & Co., \u201cthe annual election of directors provides increased accountability and requires directors to focus on the interests of shareholders.\u201d5<\/sup><\/p> \nThe Cerus Board, led by Mr. Greenman, has made no effort to develop a sustainably profitable and thriving public company (the latest target of \u201cpositive Adjusted EBITDA\u201d is embarrassing). I believe there is a growing and very profitable platelet business that is masked by unnecessary overhead expenses and a potentially dubious red blood cell project. I call on management to explain its approximately $150 million of operating expenses and what a standalone platelet business would look like without excessive R&D and SG&A. By voting against the reelection of Mr. Greenman and Ms. Lucena, I aim to send a message to the Board that the status quo is untenable.<\/p> \nSincerely,<\/p> \nBradley L. Radoff<\/p> \n---------------------------------------<\/p> \n1<\/sup> Bloomberg. Total shareholder return as of May 26, 2026.<\/p> \n2<\/sup> Bloomberg.<\/p> \n3<\/sup> Company Form 8-K filings.<\/p> \n4<\/sup> Institutional Shareholder Services 2026 U.S. Investment Stewardship Guidelines state that a \u201cclassified board structure\u201d is a \u201cproblematic governance structure.\u201d<\/p>