3. the approval of an amendment and restatement of the Company’s Amended and Restated 2008 Equity IncentiveEmployee Stock Purchase Plan to increase the aggregate number of shares of common stock availableauthorized for issuance thereunder by 7,000,000 shares and to make certain other changes thereto as described further in the accompanying Proxy Statement;

 Proposal No. 3: Approval of an amendment and restatement of the Company’s Amended and Restated 2008 Equity IncentiveEmployee Stock Purchase Plan, or the 2008 Plan,ESPP, to increase the aggregate number of shares of common stock availableauthorized for issuance thereunder by 7,000,000 shares and to make certain other changes thereto as further described in this proxy statement;

instructions that accompanied your proxy materials. Your vote must be received by 11:59 p.m., Eastern Time on June 6, 20234, 2024 to be counted.

6

Table of Contents

Votes cast online during the virtual Annual Meeting will constitute votes cast in person at the Annual Meeting for purposes of the votes.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority in voting power of the outstanding shares of stock entitled to vote are representedpresent at the virtual Annual Meeting in person or represented by proxy. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting. On the record date, there were 180,844,122 shares outstanding and entitled to vote. Thus, the holders of 90,422,062 shares must be present online at the virtual Annual Meeting or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towardstoward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or vote overattend the telephonevirtual Annual Meeting in person using your 16-digit control number included on your Notice, your proxy card (if you received a printed copy of the proxy materials) or on the internet, either prior to or at the Annual Meeting.instructions that accompanied your proxy materials and vote. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meeting or the holders of a majority of shares present at the virtual Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

What proxy materials are available on the internet?

Our proxy statement and annual report to stockholders are available at www.proxyvote.com.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Table of Contents

PROPOSAL NO. 1

ELECTIONELECTION OF DIRECTORS DIRECTORS

This Proposal No. 1 is to elect the three nominees for director named herein to the Board. The Board is divided into three classes and each class has a three-year term. Vacancies on the Board may be filled by a majority of the remaining directors, unless the Board determines by resolution that a vacancy be filled by our stockholders. A director elected by the Board to fill a vacancy in a class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified.

The total number of directors constituting the whole Board is presently set at nine members. There are three directors in the class whose term of office expires at the Annual Meeting. Proxies will not be voted for a greater number of persons than the three nominees named below. OfAll three of the three nominees listed below two have been elected as a director of Cerus by our stockholders and one director, Ms. Lucena, was appointed as a director of Cerus by our Board to fill a vacancy. Our Board appointed Ms. Lucena as a director upon the recommendation of the Nominating and Corporate Governance Committee based on its review of her qualifications and experience.stockholders. If elected at the Annual Meeting, each of these nominees would serve until the 20262027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. It is our policy to invite directors and nominees for director to attend our annual meetings of stockholders. In 2022, Mss. Lucena, Nachtsheim and Schulze, Dr. Witney, and Messrs. Bjerkholt and Greenman2023, five of our directors attended our 20222023 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, the proxies will be voted for the election of a substitute nominee or nominees proposed by our Nominating and Corporate Governance Committee. Each nominee for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. Our management has no reason to believe that any of these nominees will be unable to serve.

Although the election of directors at the Annual Meeting is uncontested and directors are elected by a plurality of the votes of the holders of shares present online or represented by proxy and entitled to vote on the election of directors, and we therefore expect that each of the named nominees for director will be elected at the Annual Meeting, we have adopted a Director Resignation Policy pursuant to which any nominee for director at the Annual Meeting would be required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director receives a greater number of “Withhold” votes from her election than votes “For” such election. For more information on this policy see the section titled “Information Regarding the Board of Directors and Corporate Governance—Director Resignation Policy.”

The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. The Nominating and Corporate Governance Committee also takes into consideration the tenure and the other commitments of the individual board members. To provide a mix of experience and perspective on the board, the Committee also takes into account geographic, gender, age, racial and ethnic diversity. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director, including the twothree nominees, that led the Nominating and Corporate Governance Committee and the Board to believe that such director nominee should continue to serve on the Board. However, each member of the Nominating and Corporate Governance Committee and the Board may have a variety of reasons why he or she believes a particular person would be an appropriate contributor to the Board, and these views may differ from the views of the other members.

Nominees for Election for a Three-Year Term Expiring at TNOMINEESHE FOR ELECTIONFORA THREE-YEAR TERM EXPIRINGATTHE 20262027 ANNUAL MEETING

William M. Greenman, 56, has served as our President and Chief Executive Officer and a member of our Board since April 2011. Mr. Greenman served as our Senior Vice President, Business Development and Marketing

8

Table of Contents

from August 2008 until April 2011 and was named our Chief Business Officer in April 2010. Mr. Greenman served as our President, Cerus Europe, from 2006 until August 2008. From 1999 to 2006, Mr. Greenman served as our Vice President, Business Development after returning to Cerus after a brief time in the venture capital business. Prior to joining us in 1995 as Director of Business Development, Mr. Greenman worked in various marketing and business development positions in Baxter’s Biotech Division from 1991 to 1995. Beginning in June 2010, Mr. Greenman served on the board of directors of Aduro Biotech, Inc., or Aduro, a public clinical-stage immunotherapy company. Subsequent to Aduro’s merger with Chinook Therapeutics, Mr. Greenman now serves on the Chinook Therapeutics board of directors, the surviving entity. Mr. Greenman holds a B.A.S. in economics and biological sciences from Stanford University.

The Nominating and Corporate Governance Committee and the Board concluded that Mr. Greenman should be nominated for election as a director at the Annual Meeting due, in part, to his extensive knowledge of our day-to-day operations obtained by virtue of his role as President and Chief Executive Officer. In addition, as a result of his various executive roles at Cerus over the last 20 years, Mr. Greenman has a broad depth of experience and historical knowledge regarding Cerus’ clinical, commercial and regulatory pathways.

Ann Lucena, 36, has served as a member of our Board since August 2021. She most recently served as the Chief Executive Officer of San Ramon Regional Medical Center, an award-winning acute care hospital located in the Bay Area from April 2018 to November 2022. Ms. Lucena also served as the chairperson of the board overseeing the joint venture between John Muir Health and Tenet Healthcare. Ms. Lucena served as Chief of Staff for the President of Hospital Operations of Tenet Healthcare in Dallas, Texas from 2015 until 2018. From 2012 to 2015, Ms. Lucena served as an administrator over numerous operational departments in the San Ramon Regional Medical Center. Prior to 2012, Ms. Lucena worked in healthcare consulting, where she served a number of health systems across the U.S. She holds a B.A. in human biology and a B.A. in Spanish from Stanford University and an MBA from Harvard Business School. She currently serves on the Harvard Business School Alumni Board as well as on the boards of several hospital industry associations and not-for-profit-organizations.

The Nominating and Corporate Governance Committee and the Board concluded that Ms. Lucena should be nominated for election as a director at the Annual Meeting due, in part, to her extensive experience as a healthcare executive and her ability to provide the perspective and experiences of the healthcare provider community.

Timothy L. Moore, 61, has served as a member of our Board since September 2018. In April 2023, Mr. Moore was appointed as Executive Vice President, Chief Technical Officer at Allogene Therapeutics, Inc. From September 2022 to December 2022, Mr. Moore served as the Chief Operating Officer at Instil Bio, Inc., a global clinical-stage cell therapy company. Previously from April 2020 to September 2022, Mr. Moore served as the President and Chief Operating Officer at PACT Pharma, Inc., or PACT, a company dedicated to engineering transformational T cell therapies. Mr. Moore served as the President and Chief Technology Officer at PACT from October 2019 to April 2020. Prior to PACT, Mr. Moore served as Executive Vice President, Technical Operations of Kite Pharma, or Kite, a Gilead Company since March 2016. Prior to Kite, he spent more than 12 years at Genentech, a Roche Company, most recently as Senior Vice President, Head of Global Technical Operations – Biologics and a member of the Genentech Executive Committee. While at Genentech, he oversaw global leadership for more than 7,500 professionals across 10 internal sites and managed more than 30 contract manufacturing organizations, including end to end quality supply performance of more than 20 biological products. Mr. Moore is a former member of the board of directors FosunKite, a joint venture between Gilead Sciences, Inc. and Fosun Pharmaceuticals Inc. Mr. Moore currently serves on the board of directors of BioLife Solutions, since August 2022, and previously served on the board of directors of Cognate BioServices, Inc. from August 2020 until its acquisition by Charles River Laboratories in March 2021. He holds a Bachelor of Science, Chemical Engineering from Tulsa University and an M.S. from Northwestern University.

The Nominating and Corporate Governance Committee and the Board concluded that Mr. Moore continues to be a valuable member of the Board and should be nominated for election as a director at the Annual Meeting due, in part, to his extensive background in manufacturing and operations.

9

Table of Contents

THE BOARDOF DIRECTORS RECOMMENDS

A VOTEIN FAVOROF EACH NAMED NOMINEE.

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING

Daniel N. Swisher Jr., 60,61, has served as a member of our Board since June 2011 and has served as Chair of the Board since October 2013. Mr. Swisher has served as the President and Chief Operating Officer of Jazz Pharmaceuticals plc, a biopharmaceutical company, sincefrom January 2018.2018 to September 2023, and served as Strategic Advisor through March 2024. Prior to that, he served as the Chief Executive Officer of Sunesis Pharmaceuticals, Inc., or Sunesis, a biopharmaceutical company, and a member of its board of directors from January 2004 through December 2017, and as its President since August 2005. From December 2001 to December 2003, he served as the Chief Business Officer

and Chief Financial Officer of Sunesis. From June 1992 to September 2001, Mr. Swisher served in various management roles, including Senior Vice President of Sales and Marketing, for ALZA Corporation. He alsoMr. Swisher serves on the boardboards of directors of Protagonist Therapeutics, Inc., a biopharmaceutical company, and Corcept Therapeutics Incorporated, a pharmaceutical company. Mr. Swisher holds a B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business.

The Nominating and Corporate Governance Committee and the Board concluded that Mr. Swisher should continue to serve as a member of the Board, in part due to his relevant senior leadership experience acquired in executive leadership positions with Jazz Pharmaceuticals, Sunesis and ALZA Corporation, including as the currentformer President and Chief Operating Officer of Jazz Pharmaceuticals and the former Chief Financial Officer and Chief Executive Officer of Sunesis. Mr. Swisher also brings a high level of financial, operational and strategic experience acquired in his former roles as Chief Financial Officer and Chief Executive Officer of Sunesis, and his current role as President and Chief Operating Officer of Jazz Pharmaceuticals, which contributes significantly to Board discussions. As a former Senior Vice President of Sales and Marketing, Mr. Swisher also brings unique sales and marketing experience to Board, which is critical as we continue to expand our U.S. and overseas sales operations, and continue to launch our pathogen reduced cryoprecipitated fibrinogen complex (PR-Cryo FC) product.

Frank Witney, Ph.D., 69,70, has served as a member of our Board since March 2014. Dr. Witney currently serves on the board of directors of PerkinElmer,Revvity Inc. (formerly PerkinElmer), a public medical diagnostics company, Telesis Bio Inc. (formerly Codex DNA, Inc.), a public synthetic biology company, and Standard BioTools, a public life science tools company, as well as three private company boards of directors.company. He is also an Operating Partner at Ampersand Capital Partners, a private equity firm focused on healthcare investing. Dr. Witney served as President, Chief Executive Officer and a director of Affymetrix, Inc., or Affymetrix, a provider of life science products and molecular diagnostic products, from July 2011 through March 31, 2016, the date it was acquired by Thermo Fisher Scientific, Inc. Dr. Witney served as President and Chief Executive Officer of Dionex Corporation, a provider of analytical instrumentation and related accessories and chemicals, from April 2009 until its acquisition by Thermo Fisher Scientific, Inc. in May 2011. Between December 2008 and April 2009, Dr. Witney served as Affymetrix’s Executive Vice President and Chief Commercial Officer. Prior to that, Dr. Witney served as President and Chief Executive Officer of Panomics, Inc. from July 2002 to December 2008. Dr. Witney was a post-doctoral fellow at the National Institutes of Health and holds a Ph.D. in Molecular and Cellular Biology and an M.S. in Microbiology from Indiana University, and B.S. in Microbiology from the University of Illinois.

The Nominating and Corporate Governance Committee and the Board concluded that Dr. Witney should continue to serve as a member of the Board, in part due to his extensive experience in the life science industry, his expertise in corporate strategy and the commercialization of products, and the depth of his scientific background acquired in various roles, including as President, Chief Executive Officer and a director of a public company.

Eric Bjerkholt, 63,64, has served as a member of our Board since October 2018. Since November 2020, Mr. Bjerkholt has been the Chief Financial Officer of Mirum Pharmaceuticals, Inc., a biopharmaceutical company developing treatments for orphan and rare diseases, since September 2023. Prior to that, Mr. Bjerkholt served as the Chief Financial Officer of Chinook Therapeutics, Inc. a clinical-stage biopharmaceutical company focused on kidney diseases.diseases, from November 2020 until August 2023. In August 2023, Chinook Therapeutics was acquired by Novartis AG. Prior to that, from April 2017 to November 2020, Mr. Bjerkholt was the Chief Financial Officer of Aimmune Therapeutics, Inc., a biotechnology company developing treatments for food allergies. From 2004 until April 2017, Mr. Bjerkholt held various roles at Sunesis, including as Executive Vice President, Corporate Development and Finance and Chief Financial Officer. From 2002 to 2004, he was Senior Vice President and Chief Financial Officer at IntraBiotics Pharmaceuticals, Inc., a biopharmaceutical company that was acquired by Ardea Biosciences, Inc. in 2006. Mr. Bjerkholt was a co-founder of LifeSpring Nutrition, Inc., a nutraceutical company, and from 1999 to 2002 served at various times as its Chief Executive Officer, President, and

10

Table of Contents

Chief Financial Officer. From 1990 to 1997, he also served as aan associate and vice president in the healthcare banking group at J.P. Morgan & Co. Incorporated, an international banking firm. Mr. Bjerkholt currently serves on the board of directors of CalciMedica, Inc. (formerly Graybug Vision, Inc.) since September 2020 and Surrozen, Inc. since April 2023, as well as one private company board of directors.2023. He has served on the boards of directors of several publicly traded companies, including as a member of the board of directors and chair of the audit committee of Corium International, Inc., a commercial-stage biopharmaceutical company, until its acquisition by Gurnet Point Capital in November 2018, and as a member of the board of directors and as chair of the audit committee of StemCells, a biotech company, until its November 2016 acquisition by Microbot Medical Ltd. He holds a Cand. Oecon degree in Economics from the University of Oslo and an M.B.A. from Harvard Business School.

The Nominating and Corporate Governance Committee and the Board concluded that Mr. Bjerkholt’s financial and business experience and leadership in the biopharmaceutical sector adds significantly to Board discussion and that he should therefore continue to serve as a member of the Board.

DThe Board of Directors Recommends
a Vote in Favor of Each Named Nominee

IRECTORS CONTINUING IN OFFICE UNTIL THEDirectors Continuing in Office Until the 2025 ANNUAL MEETINGAnnual Meeting

Jami Dover Nachtsheim, 6465, has served as a member of our Board since March 2019. Ms. Nachtsheim served in a variety of positions with Intel Corporation from 1980 until her retirement in 2000, most recently as the Corporate Vice President of the Sales and Marketing Group and as Director of Worldwide Marketing. Ms. Nachtsheim served on the board of directors of FEI Company from March 2010 until its acquisition by Thermo Fisher Scientific Inc. in September 2016. Ms. Nachtsheim also served on the board of directors of Affymetrix from May 2009, and as Chairman starting in January 2015, until its acquisition by Thermo Fisher Scientific Inc. in March 2016. Ms. Nachtsheim currently serves on the board of directors of Telesis BionBio Inc. (formerly Codex DNA, Inc.) since June 2021 and Intuitive Surgical, Inc. since April 2017. Ms. Nachtsheim holds a B.S. in Business Management from Arizona State University.

Ms. Nachtsheim’s qualifications to serve on our Board include her extensive experience in bringing high technology products to market and her long service as a board member of several public and private organizations. Her international experience provides useful insight to the Board’s deliberations on a wide range of global business matters. Accordingly, the Nominating and Corporate Governance Committee and the Board concluded that Ms. Nachtsheim should continue to serve as a member of the Board, in part due to her extensive, relevant experience and ability to guide the Board and management on global business matters.

Gail Schulze, 71,72, has served as a member of our Board since 2007. From May 2008 until June 2012, she was the Chief Executive Officer and Chairman of the board of directors of Zosano Pharma, a biopharmaceutical company. From May 2006 to March 2007, she was the Chief Executive Officer and a director of YM Biosciences US and President, YM Biosciences, Inc., a then global biopharmaceutical organization. Prior to joining YM Biosciences in 2006, she was President, Chief Executive Officer and a director of Eximias Pharmaceutical Corporation, then a late-stage biopharmaceutical company focused on oncology. From 2001 to 2004, Ms. Schulze was Chief Operating Officer and Deputy Chief Executive Officer of Aventis Behring LLC, then a fully independent biologics subsidiary of Aventis, and from 1997 to 2001, she was Senior Executive Vice President and Chief Commercial Officer. From 1995 to 1997, she was Corporate Vice President of Allegiance Healthcare Corporation, where she led the creation and management of the Cost Management Services group of divisions. From 1979 to 1995, Ms. Schulze held multiple positions within Baxter Healthcare Corporation focused on the global development and commercialization of chronic therapies, most recently as President of the US Managed Care division and President of Renal Division Europe. Ms. Schulze has served on multiple private and public boards. She received a B.A. with highest honors in psychobiology from the University of California, Santa Cruz, studied neurophysiology at the University of Wisconsin and received her M.B.A. from the Stanford Graduate School of Business.

The Nominating and Corporate Governance Committee and the Board concluded that Ms. Schulze should continue to serve as a member of the Board, in part due to her extensive business experience in executive roles in both large and small life sciences organizations at various stages of development.

Hua Shan, MD, PhD, 62,65, has served as a member of our Board since July 2022. Since April 2015, Dr. Shan has served as a Professor and Medical Director of Transfusion Medicine Service and Therapeutic Apheresis Service at Stanford University Medical Center. Previously, beginning in 1998, Dr. Shan practiced transfusion medicine at

11

Table of Contents

Johns Hopkins Medical Institutions, where she presently serves as an adjunct professor. Dr. Shan is a leading expert on international transfusion practice and blood transfusion safety. She has led several large education and research programs on blood availability, blood safety and effective clinical transfusion practice. Dr. Shan directed Johns Hopkins University’s U.S. National Institutes of Health Fogarty International Blood Safety Program from 2000 to 2008. From 2006 to 2011, she was the Principal Investigator for the National Heart, Lung and Blood Institute (NHLBI) sponsored Retroviral Epidemiology Donor Study (REDS–II) International China Program. Since 2011, Dr. Shan has served as the Principal Investigator for NHLBI’s Recipient Epidemiology and Donor Evaluation Study-III

(REDS-III) International-China Program. Dr. Shan is a member of editorial boards of several leading international journals including Transfusion and Transfusion Medicine Review. Dr. Shan is a member of the ISBT’s Transfusion-Transmitted Infectious Diseases Working Party and AABB’s Clinical Transfusion Medicine Committee. Dr. Shan has contributed to over one hundred publications in the field of blood transfusion practice. Dr. Shan was a resident at the Hospital of University of Pennsylvania, a fellow at theHospital of University of Pennsylvania and holds a Ph.D. in immunology and an M.D. from Peking University School of Medicine (Beijing Medical College).

The Nominating and Corporate Governance Committee and the Board concluded that Ds. Shan’s extensive expertise and experience regarding international blood transfusion practice and safety adds significantly to Board discussion and that she should therefore continue to serve as a member of the Board.

Directors Continuing in Office Until THE 2026 ANNUAL MEETING

William M. Greenman, 57, has served as our President and Chief Executive Officer and a member of our Board since April 2011. Mr. Greenman served as our Senior Vice President, Business Development and Marketing from August 2008 until April 2011 and was named our Chief Business Officer in April 2010. Mr. Greenman served as our President, Cerus Europe, from 2006 until August 2008. From 1999 to 2006, Mr. Greenman served as our Vice President, Business Development after returning to Cerus after a brief time in the venture capital business. Prior to joining us in 1995 as Director of Business Development, Mr. Greenman worked in various marketing and business development positions in Baxter’s Biotech Division from 1991 to 1995. Beginning in June 2010, Mr. Greenman served on the board of directors of Aduro Biotech, Inc., or Aduro, a public clinical-stage immunotherapy company. Subsequent to Aduro’s merger with Chinook Therapeutics, Mr. Greenman served on the Chinook Therapeutics board of directors until the acquisition of Chinook Therapeutics by Novartis AG in August 2023. Mr. Greenman holds a B.A.S. in economics and biological sciences from Stanford University.

The Nominating and Corporate Governance Committee and the Board concluded that Mr. Greenman should be nominated for election as a director at the Annual Meeting due, in part, to his extensive knowledge of our day-to-day operations obtained by virtue of his role as President and Chief Executive Officer. In addition, as a result of his various executive roles at Cerus over the last 20 years, Mr. Greenman has a broad depth of experience and historical knowledge regarding Cerus’ clinical, commercial and regulatory pathways.

Ann Lucena, 37, has served as a member of our Board since August 2021. She most recently served as the Chief Executive Officer of San Ramon Regional Medical Center, an award-winning acute care hospital located in the Bay Area from April 2018 to November 2022. Ms. Lucena also served as the chairperson of the board overseeing the joint venture between John Muir Health and Tenet Healthcare. Ms. Lucena served as Chief of Staff for the President of Hospital Operations of Tenet Healthcare in Dallas, Texas from 2015 until 2018. From 2012 to 2015, Ms. Lucena served as an administrator over numerous operational departments in the San Ramon Regional Medical Center. Prior to 2012, Ms. Lucena worked in healthcare consulting, where she served a number of health systems across the U.S. She has served on the boards of several hospital industry associations and not-for-profit-organizations. She holds a B.A. in human biology and a B.A. in Spanish from Stanford University and an MBA from Harvard Business School. She currently serves on the Harvard Business School Alumni Board Executive Committee and the Stanford Arts Advisory Council.

The Nominating and Corporate Governance Committee and the Board concluded that Ms. Lucena should be nominated for election as a director at the Annual Meeting due, in part, to her extensive experience as a healthcare executive and her ability to provide the perspective and experiences of the healthcare provider community.

Timothy L. Moore, 62, has served as a member of our Board since September 2018. In April 2023, Mr. Moore was appointed as Executive Vice President, Chief Technical Officer at Allogene Therapeutics, Inc. From September 2022 to December 2022, Mr. Moore served as the Chief Operating Officer at Instil Bio, Inc., a global clinical-stage cell therapy company. Previously from April 2020 to September 2022, Mr. Moore served as the President and Chief Operating Officer at PACT Pharma, Inc., or PACT, a company dedicated to engineering transformational T cell therapies. Mr. Moore served as the President and Chief Technology Officer at PACT from October 2019 to April 2020. Prior to PACT, Mr. Moore served as Executive Vice President, Technical Operations of Kite Pharma, or Kite, a Gilead Company since March 2016. Prior to Kite, he spent more than 12 years at Genentech, a Roche Company, most recently as Senior Vice President, Head of Global Technical Operations – Biologics and a member of the

Genentech Executive Committee. While at Genentech, he oversaw global leadership for more than 7,500 professionals across 10 internal sites and managed more than 30 contract manufacturing organizations, including end to end quality supply performance of more than 20 biological products. Mr. Moore is a former member of the board of directors FosunKite, a joint venture between Gilead Sciences, Inc. and Fosun Pharmaceuticals Inc. Mr. Moore currently serves on the board of directors of BioLife Solutions, since August 2022, and previously served on the board of directors of Cognate BioServices, Inc. from August 2020 until its acquisition by Charles River Laboratories in March 2021. He holds a Bachelor of Science, Chemical Engineering from Tulsa University and an M.S. from Northwestern University.

The Nominating and Corporate Governance Committee and the Board concluded that Mr. Moore continues to be a valuable member of the Board and should be nominated for election as a director at the Annual Meeting due, in part, to his extensive background in manufacturing and operations.

Board Diversity

The Board Diversity Matrix below provides certain self-identified information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

For more information on how the Nominating and Corporate Governance Committee considers diversity, refer to “Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee.”

Table of Contents

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCEOFTHE BOARDOF DIRECTORSIndependence of the Board of Directors

The Nasdaq Stock Market, or Nasdaq, listing standards require that a majority of the members of a listed company’s board of directors qualify as “independent,” as affirmatively determined by the Board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in applicable Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after its review to determine if there were any relevant transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm, the Board affirmatively determined that the following seven directors are independent directors within the meaning of the applicable Nasdaq listing standards: Mss. Schulze, Lucena and Nachtsheim, Drs. Shan and Witney and Messrs. Bjerkholt, Moore and Swisher. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with us. The Board did take into consideration certain consulting services provided by Dr. Shan to the Company, for which fees in the amount of $37,692 were paid in 2023, but determined that the nature of such services and the amount paid were immaterial and did not adversely impact her independence. Mr. Greenman, our President and Chief Executive Officer, is not an independent director by virtue of his employment with us. Mr. Bjerkholt is not an independent director pursuant to Rule 5605(a)(2) of the Nasdaq listing standards by virtue of his role as Chief Financial Officer of Chinook Therapeutics, Inc., a company for which Mr. Greenman serves as a member of the board of directors, including on its audit and compensation committees.

BOARD LEADERSHIP STRUCTUREBoard Leadership Structure

The Board has an independent chair, Mr. Swisher, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board.

We believe that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and the best interests of our stockholders. As a result, we believe that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

ROLEOFTHE BOARDIN RISK OVERSIGHTRole of the Board in Risk Oversight

Our executive leadership team is responsible for identifying and reviewing risks facing us, including, without limitation, strategic, operational, financial and regulatory risks and generally meets on a weekly basis as part of such responsibility to review and discuss our risk exposure on a day-to-day basis. Our Chief Legal Officer, who reports to our Chief Executive Officer is our compliance officer and oversees our compliance program and risks relating to compliance. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors and assesses our cybersecurity risk management processes and compliance with securities and financial regulations, in addition to oversight of the performance of our internal control procedures. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines which were adopted byas well as risks and opportunities with respect to the Board in December 2017.Company’s practices and initiatives with respect to environmental, social and governance matters. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. To the extent any risks identified by each standing committee of the Board are material to our strategic, operational, financial or regulatory matters or otherwise merit discussion by the whole Board, the respective committee chair will raise those risks at the next scheduled meeting of the Board. Typically, the Audit Committee meets at least quarterly to review our major short-term, intermediate-term and long-term financial risk exposures in connection with various matters, including the filing of our annual and

quarterly reports with the SEC. The other committees ofSimilarly, the Board meetNominating and Corporate Governance Committee meets at least quarterly and the Compensation Committee meets at least annually to review and discuss each committee’s respective areas of oversight and related risk exposures in

13

Table of Contents

such areas.areas over the short-term, intermediate-term and long-term. The Board and its committees periodically receiveregularly receives risk management updates through monthly business reports provided by the executive leadership team, in addition to the topics discussed at meetings of the Board or its committees throughout the year. Following consideration of the information provided by the executive leadership team, the Board provides feedback and makes recommendations, as needed, to help minimize our risk exposure.

MEETINGSOFTHE BOARDOF DIRECTORSMeetings of the Board of Directors

The Board met four4 times during 2022.2023. Each Board member attended 75% or more of the aggregate number of the meetings held by the Board and of the committees on which he or she served that were held in 20222023 during the period in which he or she served on our Board or the respective committees of our Board.

As required under applicable Nasdaq listing standards, in 2022,2023, our independent directors met four4 times in regularly scheduled executive sessions at which only independent directors were present.

INFORMATION REGARDING COMMITTEESOFTHE BOARDOF DIRECTORSInformation Regarding Committees of the Board of Directors

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides current membership and meeting information for fiscal 2022 for each of the Board committees:

* Committee Chairperson

(1) Appointed to the indicated committee on March 29, 2024

Below is a description of each standing committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each of the current members of each committee meets the applicable Nasdaq and SEC rules and regulations regarding “independence” and that each such member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

Audit Committee

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the 1934 Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements. The Audit Committee: evaluates the performance of and assesses the qualifications of the independent registered public accounting firm; reviews the relationships between us and any prospective independent registered public accounting firm that may bear on independence and discusses those relationships with the prospective independent registered public accounting firm; determines and approves the engagement of the independent registered public accounting firm; determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm; reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent registered public accounting firm on our audit engagement team as required by

law; confers with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable

14

Table of Contents

accounting or auditing matters; reviews the financial statements to be included in our annual report on Form 10-K; discusses with management and the independent registered public accounting firm the results of the annual audit and the results of our quarterly financial statements; annually discusses with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC; reviews the results of management’s efforts to monitor compliance with our programs and policies designed to ensure adherence to applicable laws and rules, as well as to our Code of Business Conduct and Ethics, including review and approval of related-party transactions, review of our cybersecurity risks, and reviews and discusses with management and the independent registered public accounting firm our disclosures under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in periodic reports filed with the SEC. The Audit Committee also performs those specific functions as set forth above under the heading “Role of the Board in Risk Oversight.”

The Audit Committee is currently composed of four directors: Ms. Lucena (Chair), Messrs. Bjerkholt and Swisher, and Dr. Witney,Witney. In addition, for a portion of 2023, Mr. Bjerkholt and Mr. Swisher. Mr. Bjerkholt was a member of the Audit Committee until his removal by the Boardserved on January 25, 2021 after the Board determined that he no longer qualified as an independent director pursuant to Rule 5605(a)(2) of the Nasdaq listing standards. Concurrent with Mr. Bjerkholt’s removal from the Audit Committee, Dr. Witney was appointed as Chair in his stead and Ms. Nachtsheim was appointed to serve as a member of the Audit Committee. Ms. Nachtsheim was removed from the Audit Committee in August 2021. In July 2021, the Board re-appointed Mr. Bjerkholt to the Audit Committee under exceptional and limited circumstances as discussed below. Mr. Swisher and Ms. Lucena were appointedIn March 2024, he was reappointed to the Audit committee in June 2021 and August 2021, respectively. In 2022, Dr. Witney servedCommittee as the chair of the Audit Committee until Ms. Lucena was appointed as the chair of the Audit Committee in February 2022. The Audit Committee met four times during the fiscal year.an independent director. The Audit Committee has adopted a written charter that is available to stockholders on our website at www.cerus.com underon the “Corporate Governance” page of the section entitled “Investors” at “Corporate Governance.“Investors.”

The Board reviews the Nasdaq listing standards and applicable definitions of independence for Audit Committee members on an annual basis and determined that all current members of our Audit Committee are independent (as defined in and required by Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards), except with respect to. Mr. Bjerkholt who iswas formerly not independent as defined under Rule 5605(a)(2) of the Nasdaq listing standards by virtue of his former role as Chief Financial Officer of Chinook Therapeutics, Inc., or Chinook, a company for which Mr. Greenman, our President and Chief Executive Officer, servesformerly served as a member of the board of directors, including on its audit and compensation committees. Chinook was acquired by Novartis AG in August 2023. In July 2021, pursuant to Rule 5605(c)(2)(B) of the Nasdaq listing standards, the Board re-appointed Mr. Bjerkholt to the Audit Committee after the Board, under exceptional and limited circumstances, determineddetermining that Mr. Bjerkholt’s membership on the Audit Committee iswas required in the best interests of the Company and its stockholders, due toto: his prior service as chair of the Audit Committee and accompanying institutional knowledge and familiarity with the Company’s financial and accounting practices; extensive career in finance functions, including as Chief Financial Officer for several public companies, with expertise in financial reporting and oversight of finance and accounting operations; and past experience serving as chair of the audit committees of other public companies. Mr. Bjerkholt maywas not permitted to serve longer than two years pursuant to Rule 5605(c)(2)(B) of the Nasdaq listing standards and maycould not chair the Audit Committee while serving pursuant to such exception. Mr. Bjerkholt ceased to serve as a member of the Audit Committee in July 2023. In August 2023, Mr. Bjerkholt ceased to serve as an executive officer of Chinook in connection with its acquisition by Novartis AG and in September 2023, Mr. Bjerkholt became the Chief Financial Officer of Mirum Pharmaceuticals, Inc. In March 2024, our Board once again determined Mr. Bjerkholt to be independent and, due to the institutional knowledge and financial expertise mentioned previously, once again appointed him to serve as a member of the Audit Committee.

The Board has also determined that each current member of the Audit Committee qualifies as an “audit committee financial expert,” as defined in applicable rules and regulations promulgated by the SEC and satisfied the financial sophistication requirements of the Nasdaq listing standards. The Board made a qualitative assessment of each such member’s level of knowledge and experience based on a number of factors, including: with respect to Ms. Lucena, her formal education in finance and her service in executive capacities having financial oversight responsibilities, including in her role as Chief Executive Officer of San Ramon Regional Medical Center; with respect to Mr. Swisher, his formal education and former roles as Chief Operating Officer of Jazz Pharmaceuticals as well as Chief Executive Officer and, prior to such position, Chief Financial Officer of Sunesis, and other service in executive capacities having financial oversight responsibilities; and with respect to Dr. Witney, his service in executive capacities having financial oversight responsibilities, including his role as Chief Executive Officer of Affymetrix and Dionex Corporation, both public companies at which Dr. Witney had substantial experience supervising the preparation of financial reports; with respect toreports. Mr. Bjerkholt, for the reasons described above;Bjerkholt’s qualifications and with respect to Mr. Swisher, his formal education and roles as Chief Operating Officer of Jazz Pharmaceuticals as well as Chief Executive Officer and, prior to such position, Chief Financial Officer of Sunesis, and other service in executive capacities having financial oversight responsibilities.expertise is discussed above. For further information on the experience of Ms. Lucena,

Messrs. Bjerkholt and Swisher, and Dr. Witney, Ms. Lucena, and Mr. Swisher, please see their biographies under “Proposal No. 1—Election of Directors.”

15

Table of Contents

Report of the Audit Committee*

Our management has primary responsibility for preparing our financial statements and establishing the financial reporting process. Our independent registered public accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of such financial statements with United States generally accepted accounting principles.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20222023 with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm, the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023 for filing with the SEC.

Audit Committee:

* The material in this Report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Cerus Corporation under the Securities Act of 1933, as amended, or the Securities Act, or the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The Compensation Committee is currently composed of three directors: Ms. Schulze (Chair), Mr. Moore and Dr. Witney, and Mr. Moore, all of whom were on the Compensation Committee for all of 2022.2023. All members of our Compensation Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). In addition, in determining whether Ms. Schulze, Mr. Moore and Dr. Witney and Mr. Moore are independent within the meaning of the Nasdaq listing standards pertaining to membership of the Compensation Committee, our Board determined, based on its consideration of factors specifically relevant to determining whether any such director has a relationship to us that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, that no member of the Compensation Committee has a relationship that would impair that member’s ability to make independent judgments about our executive compensation. The Compensation Committee met three times during the 2022 fiscal year. The Compensation Committee has adopted a written charter that is available to stockholders on our website at www.cerus.com underon the “Corporate Governance” page of the section entitled “Investors” at “Corporate Governance.“Investors.”

16

Table of Contents

The Compensation Committee acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs including: establishment of corporate objectives relevant to the compensation of our executive officers, members of the Board and other senior management and evaluation of performance in light of these stated objectives; review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements of our chief executive officer and the other executive officers; administration of our equity compensation plans, pension and profit-sharing plans, deferred compensation plans and other similar plan and programs; providing recommendations to the Board on compensation-related proposals to be considered at our annual meetings; planning for succession to the position of Chief Executive Officer and other officer positions; review and oversight of policies, practices and strategies as they relate to human capital management, and review of the compensation paid or awarded to our non-employee directors. The Compensation

Committee also performs those specific functions as set forth above under the heading “Role of The Board in Risk Oversight.” Under its charter, the Compensation Committee may form and delegate authority to subcommittees as appropriate.

Under its charter, the Compensation Committee has the authority, in its sole discretion, to retain (or obtain the advice of) any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties, and has the sole authority to approve the reasonable fees and the other terms and conditions of the engagement of any such adviser. We must provide for appropriate funding, as determined by the Compensation Committee, for the payment of compensation to any such adviser. In this regard, the Compensation Committee has engaged Radford, an AON Hewitt Consulting Company,Alpine Rewards, LLC, or Radford Consulting,Alpine, as its independent compensation consultant since August 2011,October 2022, as described in greater detail under the “Compensation Discussion and Analysis” section of this proxy statement. In February 2022,2024, the Compensation Committee analyzed whether the work of Radford ConsultingAlpine as a compensation consultant raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to our company by Radford Consulting;Alpine; (ii) the amount of fees from our company paid to Radford ConsultingAlpine as a percentage of the firm’s total revenue; (iii) Radford Consulting’sAlpine’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Radford ConsultingAlpine or the individual compensation advisors employed by the firm with an executive officer of our company; (v) any stock of our company owned by the individual compensation advisors employed by the firm; and (vi) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee. Annual fees paid to Radford Consulting for their services as advisor to the Compensation Committee in 2022 were approximately $52,450, which was less than 1% of their total revenues. The Compensation Committee determined, based on its analysis of the above factors, that the work of Radford ConsultingAlpine and the individual compensation advisors employed by RadfordAlpine as compensation consultants to our company has not created any conflict of interest. The Compensation Committee intends to continue to assess the independence of any of its compensation advisers by reference to the foregoing factors, consistent with applicable Nasdaq listing standards.

For additional information on the specific processes, procedures and determinations of the Compensation Committee with respect to executive compensation for 2022,2023, including the roles of executive officers and Radford ConsultingAlpine in determining the amount and form of executive compensation, please refer to the “Compensation Discussion and Analysis” section of this proxy statement.

With respect to director compensation matters, the Compensation Committee determinesreviews and setsrecommends to the full Board for its approval non-employee director compensation in the manner more fully described under the section of this proxy statement entitled “Director Compensation.”

Compensation Committee Interlocks and Insider Participation

As noted above, our Compensation Committee currently consists of Ms. Schulze, Mr. Moore and Dr. Witney, and Mr. Moore, all of whom served on our Compensation Committee for all of 2022.2023. No member of the Compensation Committee is or has ever been one of our officers or employees. None of our executive officers has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Compensation Committee. However, Mr. Greenman, our President and Chief Executive Officer, isduring a portion of 2023 was a director and chair of the Compensation Committee of Chinook Therapeutics, Inc., and Mr. Bjerkholt, a member of our Board of Directors, servesserved for a portion of 2023 as Chief Financial Officer of Chinook Therapeutics. As a result of Chinook’s acquisition by Novartis AG in August 2023, neither of Mr. Greenman nor Mr. Bjerkholt currently serves in any role at Chinook.

Table of Contents

Compensation Committee Report*

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis, or the CD&A, contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended 2022.

2023.

Compensation Committee:

Ms. Gail Schulze

Mr. Timothy L. Moore

Dr. Frank Witney

* The material in this Compensation Committee Report is not “soliciting material,” is furnished to, but not deemed “filed” with, the SEC and is not deemed to be incorporated by reference in any filing of Cerus under the Securities Act or the 1934 Act, other than the Cerus Annual Report on Form 10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors; reviewing, evaluating and considering the recommendation for nomination of incumbent directors; recommending to the Board candidates for election to the Board; considering recommendations for Board nominees and proposals submitted by our stockholders; making recommendations regarding the membership of the committees of the Board; assessing the performance of the Board; overseeing all aspects of our corporate governance functions on behalf of the Board, including the process for stockholder communications with the Board and adequacy of governing documents; and making recommendations to the Board regarding environmental, social and governance matters. The Nominating and Corporate Governance Committee also performs those specific functions as set forth above under the heading “Role of the Board in Risk Oversight.”

The Nominating and Corporate Governance Committee currently consists of threefour directors: Mss. Nachtsheim (Chair) and Schulze, Dr. Shan and Mr. Swisher,Swisher. Other than Dr. Shan, who was appointed in March 2024, all of whomthe current committee members were on the Nominating and Corporate Governance Committee for all of 2022.2023. All members of the Nominating and Corporate Governance Committee are independent (as “independence” is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Nominating and Corporate Governance Committee met four times during 2022. The Nominating and Corporate Governance Committee has adopted a written charter that is available to stockholders on our website at www.cerus.com on the “Corporate Governance” page of the section entitled “Investors.”

The Nominating and Corporate Governance Committee has not determined specific minimum criteria that a Board member must possess, but generally a qualified candidate must possess the highest personal and professional integrity, have demonstrated exceptional ability and judgment and have the ability to work effectively with other members of the Board. While we do not have a formal policy on Board diversity, the Nominating and Corporate Governance Committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experience and other factors that contribute to our Board having an appropriate range of expertise, talents, experiences and viewpoints, and considers those diversity considerations, in view of the needs of the Board as a whole, when making decisions on director nominations. In addition to these factors, our Nominating and Corporate Governance Committee has become increasingly focused on increasing diversity overall, including with respect to gender and candidates from underrepresented communities. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee evaluates these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. In addition, the Nominating and Corporate Governance Committee periodically assesses the performance of the Board and evaluates the Board’s contribution as a whole and effectiveness in serving the best interests of Cerus and its stockholders, considering, among other things, diversity. The Nominating and Corporate Governance Committee periodically reviews and assesses the effectiveness of our policies, programs and initiatives for diversity, equity and inclusion through

18

Table of Contents

discussion at board meetings and as part of our periodic director

self-assessment process. In identifying potential new members to our Board, the Nominating and Corporate Governance Committee uses an informal network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. When considering candidates for membership on the Board that are recommended by stockholders, the Nominating and Corporate Governance Committee employs the same policy that it uses to evaluate candidates recommended by members of the Board. Any stockholder wishing to recommend a director candidate should submit in writing the candidate’s name, biographical information, business qualifications, including a description of the proposed nominee’s business experience for at least the previous five years, and a representation that the nominating stockholder is a beneficial or record owner of our stock, to Ms. Nachtsheim, Chair of the Nominating and Corporate Governance Committee, Cerus Corporation at 1220 Concord Avenue, Suite 600, Concord, CA 94520. Any such submission also must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. All qualified submissions will be reviewed by the Nominating and Corporate Governance Committee at the next appropriate meeting. If a stockholder wishes the Nominating and Corporate Governance Committee to recommend a director candidate for nomination at our next annual meeting of stockholders, then recommendations must be received by us no sooner than 90 and no later than 60 days prior to the first anniversary of the preceding year’s annual meeting of stockholders.

To date,Stockholder Communications with the Nominating and Corporate Governance Committee has not received a timely director nominee from a stockholder or groupBoard of stockholders that beneficially owned more than 5% of our voting stock.

STOCKHOLDER COMMUNICATIONSWITHTHE BOARDOF DIRECTORSDirectors

To date, we have not adopted a formal process for stockholder communications with the Board. However, every effort has been made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe our responsiveness to stockholder communications to the Board has been excellent and therefore, a formal process is not necessary. Our stockholders may communicate directly with any member of our executive leadership team, the independent members of the Board or any Chair of a Board Committee, including the Chair of the Board, by writing directly to those individuals at Cerus Corporation at 1220 Concord Avenue, Suite 600, Concord, California 94520. Stockholder communications related to director candidate recommendations should be directed to the Chair of the Nominating and Corporate Governance Committee, Ms. Nachtsheim. In addition, if our stockholders or employees have any concerns related to our financial or accounting practices, we encourage communicating those concerns directly to the Chair of the Audit Committee, Ms. Lucena.

CODEOF ETHICSCode of Ethics

We have adoptedmaintain the Cerus Corporation Code of Business Conduct and Ethics, or the Ethics Code, that applies to all of our officers, directors and employees. The Ethics Code is available on our website at www.cerus.com on the “Corporate Governance” page of the section entitled “Investors.” If we make any substantive amendments to the Ethics Code or grant any waiver from a provision of the Ethics Code to any executive officer or director, we intend to promptly disclose the nature of the amendment or waiver as required by applicable laws. To satisfy our disclosure requirements, we maywill post any waivers of or amendments to the Ethics Code on our website in lieu of filing such waivers or amendments on a Form 8-K.

Our employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Ethics Code. The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of related concerns.

19

Table of Contents

DIRECTOR RESIGNATION POLICYDirector Resignation Policy

We have adopted a Director Resignation Policy pursuant to which any nominee for director is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director (in an uncontested election) receives a greater number of “Withhold” votes from his or her election than votes “For” such election. In such case, the Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation.

Promptly following the Board’s decision, we would disclose that decision and an explanation of such decision in a filing with the SEC or a press release.

CORPORATE GOVERNANCE GUIDELINES

In December 2017, the Board adopted Corporate Governance Guidelines which

Our Corporate Governance Guidelines provide a framework for the effective governance of the Company. The guidelines address matters such as the respective roles and responsibilities of the Board and management; board composition and selection; director orientation, education and compensation; board and committee administrative matters; board access to management and use of outside advisors; succession planning; and other matters promoting the effective governance of Cerus. The Nominating and Corporate Governance Committee is responsible for overseeing and periodically reviewing the Corporate Governance Guidelines, and recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines are available on our website at www.cerus.com on the “Corporate Governance” page of the section entitled “Investors.”

ENVIRONMENTAL, SOCIALAND GOVERNANCEEnvironmental, Social and Governance

We are a mission-driven company that was created in response to the HIV epidemic, and our focus on safeguarding the blood supply is at the core of all that we do. Beyond this patient-centric focus to improve transfusion medicine and blood safety specifically, we are also cognizant of our role as global corporate citizens. To that end, we believe that conducting our business in a socially, ethically, and environmentally responsible manner, and in a manner designed to comply with applicable legal requirements, is essential to our long-term success and the health and well-being of our employees, customers, stockholders, and the communities that we serve. As a result, environmental, social and governance, or ESG, objectives have become an increasingly important focus for our executive leadership team and our Board.

In the past, our ESG efforts were primarily focused on regulatory and legal compliance, ethical operations, patient and blood safety advocacy, and the development of our human capital resources. As a mission-oriented company, we consider these areas to be core to achieving our mission, and as such, we regularly reviewed these areas with our Board. In 2021, we formed a cross-functional team and engaged an outside consultant to help us conduct a materiality assessment and develop a strategy, including short-, intermediate- and long-term ESG initiatives. This team continued to work in 2022 on identifying opportunities for us to further focus and advance initiatives designed to build a more sustainable, environmentally-conscious business that fosters a mission aligned culture that embraces diversity, equity and inclusion while partnering with our communities to improve access to safe blood products. In order to ensure appropriate Board involvement, our Board delegated oversight of our ESG initiatives and commitments to our Nominating and Corporate Governance Committee.

Core to any goals that we establish is the belief that our employees are our most important resources and are critical to our continued success. As part of our ESG efforts, we continued throughout 20222023 to focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations. Working with an external expert agency, in 2022 we embarked upon and completed an initiative intended to define and communicate our corporate employee value proposition, or EVP, for internal (employee) and external (potential employee) audiences, including an EVP tagline, iconography, and supporting statements about our values. Employee input through surveys, questionnaires, and interviews was critical to the development of this EVP. We expect to continuecontinued to implement our new EVP initiative throughout 2023 and expect to continue to do so in later years as a means to retain and recruit talent to our organization. In concert with the values of our EVP, in 2022, we established policies for paid parental leave and reproductive healthcare access for U.S. employees, providing employees with support beyond what is legally required. We also expanded our annual U.S. paid corporate holiday calendar in 20022022 to include

20

Table of Contents

recognition of MLK Jr. Day and Juneteenth. As part of our focus on environmental responsibility, in late 2022, we selected and contracted with an experienced vendor to conduct our first greenhouse gas audit in 2023. We expect to begin reporting on our progress with respect to our ESG initiatives and commitments to our various stakeholders annually later in 2024.

We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations, and our management team routinely reviews employee turnover rates at various levels of the organization. We are committed to creating and fostering a diverse, equitable, and inclusive workplace that reflects and contributes to the global communities in which we do business and the customers and partners we serve. We

believe a variety of perspectives are critical to achieving success and that diversity, equity and inclusion are key drivers to growth-based innovation and profitability. Our executive leadership team reflects that commitment, with females comprising 50% of the team and people of color comprising 40%. We are committed to creating a culture where all people feel valued, supported, and inspired to be themselves fearlessly, without judgment. We believe that when all voices are heard, we honor and exemplify our core values and best serve our customers, patients, and communities.

Our management teams and all of our employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a Code of Business Conduct and Ethics that sets standards for appropriate behavior and includes required annual training on preventing, identifying, reporting and stopping any type of unlawful discrimination. We try to recruit the best people for the job regardless of gender, ethnicity, or other protected traits. We strive to comply fully with all laws (domestic and foreign) applicable to discrimination in the workplace. We have established a hotline and other communication methods that employees can use to anonymously submit discrimination or other complaints.

STOCKHOLDER ENGAGEMENTAND RESPONSIVENESSStockholder Engagement and Responsiveness

A priority for Cerus is soliciting and listening to the views of our stockholders on a variety of topics, including our business and growth strategy, corporate governance practices and executive compensation matters. We regularly engage with our institutional investors on varying topics, including executive compensation, as appropriate. Our discussions with our investors have been productive and informative, and have provided valuable feedback to the Board to help ensure that the Board’s decisions are aligned with stockholder objectives.

PROHIBITIONSON HEDGINGAND PLEDGINGProhibitions on Hedging and Pledging

Under the terms of our insider trading policy, no employees (including executive officers) of Cerus or its subsidiaries or members of our Board or consultants who know or have access to material information regarding Cerus that has not been fully disclosed to the public may engage in any hedging or monetization transactions relating to Cerus or its securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, nor may any of these persons engage in short-term speculative transactions involving Cerus securities (or derivatives of Cerus securities), including short sales and the buying and selling of put or call options. In addition, none of these persons may hold Cerus securities in a margin account or otherwise pledge Cerus securities as collateral for a loan.

STOCK OWNERSHIP GUIDELINESFOR DIRECTORSANDOURStock Ownership Guidelines for Directors and Our CEO

We maintain stock ownership guidelines for our non-employee directors and our Chief Executive Officer. More information about our stock ownership guidelines can be found under the sections of this proxy statement entitled “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Components and Decisions—CEO Stock Ownership Guidelines” and “Director Compensation—Stock Ownership Guidelines.”

Table of Contents

PROPOSAL NO. 2

Amendmentand Restatementof The Company’s

Amendedand Restated 2008 Equity Incentive PlanAPPROVAL OF THE COMPANY'S 2024 EQUITY INCENTIVE PLAN

In March 2023, ourThe Board approved an amendment and restatementis requesting stockholder approval of the Cerus Corporation 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan is intended to be the successor to the Cerus Corporation Amended and Restated 2008 Equity Incentive Plan or(the “2008 Plan”).

Why We Are Asking Our Stockholders to Approve the 2024 Plan

Currently, we maintain the 2008 Plan subject to grant equity awards to our employees, directors, and consultants. We are seeking stockholder approval.approval of the 2024 Plan to increase the number of shares available for the grant of equity awards, which will enable us to have a competitive equity incentive program to compete with our peer group for key talent. If the 2024 Plan is approved by our stockholders, no additional awards will be granted under the 2008 Plan following the date of the Annual Meeting. We referalso have awards outstanding under the Cerus Corporation Inducement Plan (the “Inducement Plan”), but as a result of the amendment and restatement of the 2008 Plan at our 2017 Annual Meeting of Stockholders, no additional awards may be granted under the Inducement Plan.

Approval of the 2024 Plan by our stockholders will allow us to the Amendedcontinue to grant stock options, restricted stock unit (“RSU”) awards, and Restated 2008 Equity Incentive Plan, as amended and restatedother awards at levels determined appropriate by the Board in March 2023, asor Compensation Committee. The 2024 Plan will also allow us to further utilize a broad array of equity incentives to secure and retain the Restated 2008 Plan throughout this proxy statement.services of our employees, directors, and consultants, and to continue to provide long-term incentives that align the interests of our employees, directors, and consultants with the interests of our stockholders.

The Restated 2008 Plan contains the following material changes from the 2008 Plan:Requested Shares

Why You Should Vote for the Restated 20082024 Plan

Equity Awards Are an Important Part of Our Compensation Philosophy

The Board believes that it is very important that our eligible employees, consultantsdirectors, and directorsconsultants receive part of their compensation in the form of equity awards to foster their investment in us, reinforce the link between their financial interests and those of our other stockholders and maintain a competitive compensation program. Equity compensation fosters an employee ownership culture, motivates employees to create stockholder value and, because

22

Table of Contents

the awards are typically subject to vesting and other conditions, promotes a focus on long-term value creation. The equity incentive programs we have in place have worked to build stockholder value by attracting and retaining extraordinarily talented employees, consultantsdirectors, and directors.consultants. The Board believes we must continue to offer competitive equity compensation packages in order to attract and motivate the talent necessary for our continued growth and success. See “Compensation Discussion and Analysis” contained in this proxy statement for more information regarding our executive compensation strategy.

We Expect to Continue to Experience Substantial Growth in Our Business

Our Board approved the Restated 20082024 Plan to help ensure that we have sufficient shares available to attract and retain qualified employees to support our operations. In addition to human resources needed to support our contract with BARDA that provides potential funding of up to $[223.5]$270.2 million over the term of the agreement to support the development of the INTERCEPT red blood cell system in the U.S., the FDA is now recognizingU.S. Food and Drug Administration (“FDA”) has increasingly recognized the role of pathogen reduction in safeguarding the U.S. blood supply. Over the past several years,In 2019, the FDA has been working to create guidelinesfinalized a Guidance for Industry to reduce the risk of sepsis in patients receiving platelet transfusions.bacterial contamination of platelets for transfusion. On October 1, 2021, all U.S. blood centerscollection establishments had to be compliant with thethis FDA guidance document, “Bacterial Risk Control Strategies for Blood Collection Establishments and Transfusion Services to Enhance the Safety and Availability of Platelets for Transfusion,” or the Final Guidance Document. The INTERCEPT Blood System is one of the options available to U.S. blood centers for compliance with the Final Guidance Document; however, we cannot predict if U.S. customers will continue to adopt INTERCEPT over other options or at what levels. The FDA also granted Breakthrough Device Designation and has since approved the INTERCEPT Blood System for Cryoprecipitation, which uses our plasma system to produce INTERCEPT Fibrinogen Complex (“IFC”) for the treatment and control of bleeding, including massive hemorrhage, associated with fibrinogen deficiency and to produce the derivative product, pathogen reduced plasma, cryoprecipitate reduced. In additionMarch 2024, we announced positive topline results for the ReCePI study, a pivotal Phase 3 clinical trial of pathogen reduced INTERCEPT red blood cells transfused to complex cardiac surgery patients. Data from the ReCePI trial will be included in an integrated safety analysis as part of a planned modular premarket approval (“PMA”) application to the FDA in the second half of 2025, with the final PMA module submission planned for the second half of 2026, upon the anticipated completion of the ongoing RedeS study, a pivotal Phase 3 clinical trial assessing the safety and efficacy of INTERCEPT-treated red blood cells when compared to conventional, un-treated, red blood cells. In the European Union, we filed our application for a CE Certificate of Conformity for the red blood cell system in December 2018 under the Medical Device Directive 93/42/EEC, and in June 2021, we completed the resubmission of our application for a CE Certificate of Conformity under the new Medical Device Regulation 2017/745 (“MDR”). As a result of these and other factors, we expect to continue experiencing substantial growth in our business due to increasing international market adoption of INTERCEPT platelets and plasma as more blood centers adopt pathogen reduction as the standard of care, heightened awareness on the need for a safe and reliable blood supply, including as a result of the COVID-19 pandemic, FDA approvalcontinued market adoption and commercial launchsales growth of pathogen-reduced cryoprecipitate,IFC in the U.S., and the anticipated commercialization of INTERCEPT red blood cells in Europe if we receive CE Mark approval under the new Medical Device Regulation.MDR and in the U.S. if we receive FDA approval.

The Restated 20082024 Plan Combines Compensation and Governance Best Practices Designed to Protect our Stockholders’ Interests

We recognizeThe 2024 Plan includes provisions that equity compensation awards dilute stockholder equity and must be used judiciously. Our equity compensation practices are designed to be in line with industry norms, and we believe our historical share usage has been responsible and mindful of stockholder interests. Certain provisions in the Restated 2008 Plan are designed to protect our stockholders’ interests and to reflect corporate governance best practices including:

23

Table of Contents