
Bradley L. Radoff, a significant shareholder of Cerus Corporation (NASDAQ:CERS) (&#34;Cerus&#34; or the &#34;Company&#34;), today announced his intention to withhold support for the Company&#39;s two director nominees at the upcoming 2026

Bradley L. Radoff, a significant shareholder of Cerus Corporation (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/CERS">CERS</a>) ("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.


&#x2A;&#x2A;&#x2A;


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 &amp; 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&amp;D and SG&amp;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


---------------------------------------


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 &amp; Co. 2026 U.S. Proxy Voting Guidelines.

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Greg Lempel
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CERS

Bradley L. Radoff Announces Intent to Withhold Votes from Chair and CEO William Greenman and Director Ann Lucena

Cerus activist withholds votes citing governance concerns and dilution.

<section class="insight" data-version="1">
 <section data-block="information">
 <h3>Information</h3>
 Bradley L. Radoff, a significant shareholder of Cerus Corporation (NASDAQ:CERS) (&amp;#34;Cerus&amp;#34; or the &amp;#34;Company&amp;#34;), today announced his intention to withhold support for the Company&amp;#39;s two director nominees at the upcoming 2026
 </section>

 <section data-block="ai-summary-paragraph">
 <h3>AI Summary</h3>
 Bradley L. Radoff, a significant Cerus shareholder, announced plans to withhold votes for two directors at Cerus&#039; 2026 annual meeting, highlighting governance issues, dilution, and executive-chair plans. He notes a decade of negative returns, a doubling of outstanding shares, and opposition to equity-incentive expansions, arguing management must explain high operating costs and define a potential standalone platelet business.
 </section>

 <section data-block="ai-summary-bullets">
 <h3>Key Points</h3>
 <ul><li>Brad Radoff will withhold votes for Cerus&#039; two directors.</li><li>Cites governance concerns and stock-dilution eroding shareholder value.</li><li>Highlights 10-year return of -50.8% and share count nearly doubles.</li><li>Board plans to add 10 million shares and appoint Executive Chair.</li><li>Lucena named Compensation Committee Chair despite no prior public board service.</li></ul>
 </section>

 <section data-block="companies-mentioned">
 <h3>Companies Mentioned</h3>
 <ul><li>Cerus Corporation (CERS): Subject of the letter; governance concerns and activist vote.</li><li>Bradley L. Radoff (N/A): Significant Cerus shareholder authoring the open letter.</li><li>William Greenman (N/A): Chairman and CEO; targeted for withholding votes.</li><li>Ann Lucena (N/A): Named Chair of Compensation Committee amid governance concerns.</li><li>Glass, Lewis &amp; Co. (N/A): Proxy advisor cited on classified board concerns.</li></ul>
 </section>

 <section data-block="category">
 <h3>Corporate Developments</h3>
 Category: Corporate Developments. Activist shareholder actions spotlight governance and capital-structure issues for Cerus.
 </section>

 <section data-block="market-moving">
 <h3>Market-Moving</h3>
 <ul><li>Activist letter could trigger short-term price pressure ahead of the June meeting.</li><li>Potential governance changes re-rate CERS depending on board response.</li><li>No immediate earnings impact; focus on cost structure and profitability path.</li></ul>
 </section>

 <section data-block="key-facts">
 <h3>Key Facts</h3>
 <ul><li>Letter date: May 27, 2026.</li><li>10-year total shareholder return: -50.8% as of May 26, 2026 (Bloomberg).</li><li>Shares outstanding: 101,710,815 (Mar 2016) vs 200,316,000 (Mar 2026).</li><li>Shareholder votes against equity-incentive plan: 2023 43.5%, 2024 34.7%, 2025 34.7%.</li><li>Ann Lucena named Chair of Compensation Committee in 2025.</li></ul>
 </section>

 <section data-block="trading-thesis">
 <h3>Trading Thesis</h3>
 Near-term volatility risk around the meeting; upside hinges on governance changes and profitability.
 </section>
</section>



Bradley L. Radoff, a significant shareholder of Cerus Corporation (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/CERS">CERS</a>) ("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.


&#x2A;&#x2A;&#x2A;


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 &amp; 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&amp;D and SG&amp;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


---------------------------------------


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 &amp; Co. 2026 U.S. Proxy Voting Guidelines.

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Greg Lempel
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Bradley L. Radoff, a significant Cerus shareholder, announced plans to withhold votes for two directors at Cerus' 2026 annual meeting, highlighting governance issues, dilution, and executive-chair plans. He notes a decade of negative returns, a doubling of outstanding shares, and opposition to equity-incentive expansions, arguing management must explain high operating costs and define a potential standalone platelet business.

Bradley L. Radoff Announces Intent to Withhold Votes from Chair and CEO William Greenman and Director Ann Lucena

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