An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
classified board structureregulatory
A classified board structure divides a company’s board of directors into separate groups (or “classes”) with staggered, multi-year terms so that only a portion of directors is up for election each year. It matters to investors because it makes replacing the entire board quickly difficult—like trying to swap out only a few players on a team each season—offering protection against hostile takeovers and short-term disruption but potentially reducing board accountability and slowing strategic change.
compensation committeefinancial
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
operating expensesfinancial
Operating expenses are the routine costs a company pays to keep its business running day to day — things like salaries, rent, utilities, office supplies, and marketing. Investors watch them because they reduce the profit available to shareholders and reveal how efficiently a company runs; lower or well-controlled operating expenses (relative to revenue) are like trimming household bills to improve savings.
r&dfinancial
Research and development (R&D) is the work a company does to discover new products, improve existing ones, or develop better ways of making things — like a kitchen testing recipes to create a hit dish. For investors it matters because R&D is where future sales and competitive advantages are born, but it also uses cash and carries risk, so R&D spending and outcomes signal a company’s growth potential and uncertainty.
sg&afinancial
SG&A stands for Selling, General, and Administrative expenses. It includes the costs a company spends on selling products, running the business day-to-day, and managing staff, like advertising, rent, and salaries. These expenses matter because they affect how much profit a company can make from its sales.
adjusted ebitdafinancial
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
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HOUSTON--(BUSINESS WIRE)--
Bradley L. Radoff, a significant shareholder of Cerus Corporation (NASDAQ: CERS) (“Cerus” or the “Company”), today announced his intention to withhold support for the Company’s two director nominees at the upcoming 2026 annual meeting in the below open letter to shareholders.
***
May 27, 2026
Fellow Shareholders,
I am an individual shareholder in Cerus managing my own capital. In light of the Company’s negative returns and failure to achieve profitability over the past decade, I will be withholding my votes from the reelection of William Greenman, the Chair of the Board of Directors (the “Board”) and CEO of Cerus, and Ann Lucena, the Chair of the Board’s Compensation Committee at the 2026 annual meeting scheduled for June 2, 2026.
Why I Am Withholding Support for Cerus’ Directors at the 2026 Annual Meeting:
1. Under Mr. Greenman’s 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
2. Over the past decade, Cerus’ share count has nearly doubled, increasing from 101,710,815 in March 2016 to 200,316,000 in March 2026.2 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 – even as shareholders have voiced opposition to this decision.
a. At the 2023 annual meeting, 43.5% of shareholders voted against the amendment and restatement of the Company’s equity incentive plan to increase the share count by 7 million shares.3 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 – 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.
b. Ms. Lucena was named Chair of the Compensation Committee following the 2025 annual meeting, despite having never previously served as a member of Cerus’ Compensation Committee – and having never served on another public company board, according to the Company’s proxy statements.
3. The Company is planning to transition Mr. Greenman to Executive Chair of the Board – I believe this is an egregious governance mistake which will only perpetuate a legacy of failure.
4. Cerus maintains a classified Board structure, which has been criticized as a “problematic governance structure” by independent proxy advisors.4 At Cerus, each director is able to serve for three consecutive years before facing a shareholder vote. As recognized by Glass, Lewis & Co., “the annual election of directors provides increased accountability and requires directors to focus on the interests of shareholders.”5
The Cerus Board, led by Mr. Greenman, has made no effort to develop a sustainably profitable and thriving public company (the latest target of “positive Adjusted EBITDA” 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.
Sincerely,
Bradley L. Radoff
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1 Bloomberg. Total shareholder return as of May 26, 2026.
2 Bloomberg.
3 Company Form 8-K filings.
4 Institutional Shareholder Services 2026 U.S. Investment Stewardship Guidelines state that a “classified board structure” is a “problematic governance structure.”
5 Glass, Lewis & Co. 2026 U.S. Proxy Voting Guidelines.
