On this page of StockholderLetter.com we present the latest annual shareholder letter from GERON CORP — ticker symbol GERN. Reading current and past GERN letters to shareholders can bring important insights into the investment thesis.

 •  4/8/2025 Letter Continued (Full PDF)
 •  4/20/2023 GERN Stockholder Letter
 •  3/27/2024 GERN Stockholder Letter
 •  More "Biotechnology" Category Stockholder Letters
 •  GERN Benford's Law Stock Score = 62

GERN Shareholder/Stockholder Letter Transcript:

2024
Annual
Report
Letter to Stockholders
2025 Proxy Statement
2024 Annual Report on Form 10-K

DEAR GERON STOCKHOLDER,
The past year has been a truly transformational one for Geron, with our first
FDA approval and commercial launch of RYTELO   (imetelstat), which we
believe represents a highly differentiated, important new treatment option
for eligible patients living with lower-risk myelodysplastic syndromes (LRMDS). This was followed by approval in the European Union (EU) in March
2025, which is another significant milestone in our journey to change lives
by changing the course of blood cancer. We see tremendous opportunity
ahead to bring RYTELO to patients and create long-term shareholder value
as we continue commercializing RYTELO in the U.S., preparing for
commercialization in the EU, and advancing our clinical pipeline.
Opportunity in U.S. LR-MDS
In March 2024, the U.S. Food and Drug Administration   s (FDA) Oncologic Drugs
Advisory Committee (ODAC) voted 12 to 2 in favor of the clinical benefit/risk
profile of imetelstat, and the FDA approved RYTELO in June 2024 across
erythropoiesis-stimulating agent (ESA) ineligible and ESA relapsed/refractory
patients with LR-MDS with transfusion-dependent anemia, regardless of ring
sideroblast (RS) status. RYTELO has been commercially available in the U.S.
since the end of June 2024.
In August 2024, the National Comprehensive Cancer Network   (NCCN  )
updated its Clinical Practice Guidelines in Oncology (NCCN Guidelines) for the
treatment of Myelodysplastic Syndromes (MDS) to recommend RYTELO as a
Category 1 and 2A treatment of symptomatic anemia in patients with lower-risk
MDS, regardless of RS status.
We believe that the FDA label and NCCN Guidelines, coupled with high unmet
need and significant product differentiation, including observed benefit of
RYTELO in difficult-to-treat sub-populations such as patients with high
transfusion burden and RS-negative patients, position RYTELO to compete for
significant market segments in LR-MDS. We estimate there are approximately
15,400 total addressable RYTELO LR-MDS patients in 2025, including patients
recommended in the NCCN guidelines. On this basis, we estimate RYTELO
could represent a greater than $1 billion market opportunity in the U.S. in the
future by treating only one-third of these total addressable patients.
With just over six months in the market, net revenues for RYTELO in 2024 were
$76.5 million. Since launch, we have observed strong payor coverage, with
payors responsible for approximately 80% of U.S. covered lives having
implemented RYTELO medical coverage policies consistent with the FDA
label, clinical trials and NCCN Guidelines through the end of 2024. We have
also seen encouraging RYTELO duration of therapy that is consistent with the
IMerge Phase 3 clinical trial experience. In 2025, we are focused on driving
new patient starts across the breadth of eligible patients, particularly in
eligible first- and second-line patients, and educating on appropriate
duration of therapy.
Opportunity in JAK Inhibitor Relapsed/Refractory Myelofibrosis
(JAKi R/R MF)
In addition to lower-risk MDS, we are developing imetelstat for the treatment
of other myeloid hematologic malignancies. Our pivotal Phase 3 IMpactMF
clinical trial is evaluating imetelstat versus best available therapy in patients
with intermediate-2 or high-risk myelofibrosis (MF) who have relapsed after
or are refractory to treatment (R/R) with a janus associate kinase inhibitor
(JAKi). IMpactMF is the first and only Phase 3 MF trial with overall survival as
the primary endpoint. As of February 2025, we had achieved 80% enrollment
in this trial. Based on our current assumptions for enrollment and number of
death events in the trial, we expect the interim analysis may occur in the
second half of 2026 (when approximately 35% of planned enrolled patients
have died) and the final analysis may occur in the second half of 2028 (when
approximately 50% of planned enrolled patients have died).
If the IMpactMF trial reads out positively and imetelstat is approved for
patients with JAKi R/R MF, we believe this could be transformational for these
patients, who currently have poor survival prognoses and limited treatment
options. Additionally, we believe that approval in this indication could
potentially double the RYTELO commercial opportunity.
Strong Leadership Team and Balance Sheet
This past year also brought significant change to our senior leadership team,
with the hiring of Jim Ziegler as our Chief Commercial Officer, Joseph Eid as our
Executive Vice President, Research and Development (which includes our
medical affairs function), and, of course, just last month our board of directors
appointing me as Interim President and Chief Executive Officer. This reflects a
marked shift over the past two years to bring on senior leaders with significant
experience at commercial-stage biotechnology companies and, importantly,
with launching first commercial products. Together with the rest of our
executive management team, we believe we have the right people with the right
experience to deliver on the significant opportunity represented by RYTELO in
LR-MDS and, potentially, in R/R MF.
In addition to our leadership team, we are also fortunate to have a strong
balance sheet to support our efforts in commercializing RYTELO in LR-MDS,
preparing for potential launch in R/R MF, and continuing to develop our pipeline.
We ended 2024 with a strong cash position, with approximately $502.9 million in
cash, cash equivalents, restricted cash and marketable securities. This was
supported by our equity financing in March 2024 in which we raised $150 million
in gross proceeds and our synthetic royalty and debt financings in November
2024 in which we received $250 million in gross proceeds at closing and access
to an additional $125 million in debt. We believe that these resources, together
with anticipated revenues from U.S. sales of RYTELO, will be sufficient to fund
our projected operating requirements for the foreseeable future without
needing to raise additional capital based on our current operating plans and
assumptions.
Looking Ahead
In summary, we are encouraged by our progress over the past year and
excited and confident in the opportunity that lies ahead in 2025 and
beyond. We believe that we are in a strong position to create meaningful
benefit for our patients and shareholders alike, based on RYTELO   s
differentiated profile and commercial opportunity, our Phase 3 trial in R/R
MF, and the excellence and experience of our senior leadership team and
employees.
Thank you for the continued support and for sharing in our ambition to
change lives by changing the
t course of blood cancer.
Sincerely,
Dawn C. Bir
Interim President and Chief
Chie Executive Officer
April 8, 2025
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919 E. Hillsdale Blvd., Suite 250 Foster City, CA 94404
To The Stockholders
Notice of 2025 Annual
Meeting of
Stockholders
Date:
May 21, 2025
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the       Annual Meeting      ) of
GERON CORPORATION, a Delaware corporation (the       Company      ), to be held on Wednesday, May 21, 2025,
at 2:00 p.m., Eastern Daylight Time. To facilitate stockholder participation in the Annual Meeting, we have
determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no
physical in-person meeting. You can attend the virtual Annual Meeting online, vote your shares electronically
and submit your questions for consideration during the virtual Annual Meeting, by visiting
www.virtualshareholdermeeting.com/GERN2025. You may log-in to the Annual Meeting beginning at 1:30 p.m.
Eastern Daylight Time, on May 21, 2025. You will need to have your 16-Digit Control Number included in the
Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied
your proxy materials to join the virtual Annual Meeting.
Time:
2:00 p.m., Eastern Daylight
The Annual Meeting will be held for the following purposes:
Time
Place:
www.virtualshareholder
meeting.com/GERN2025
1
To elect the two nominees for director named in the accompanying proxy statement (the       Proxy
Statement      ) to hold office as Class II members of the Board of Directors until the 2028 annual
meeting of stockholders;
2
To approve an amendment to our 2018 Equity Incentive Plan to, among other items, increase the
total number of shares of our common stock issuable thereunder by 20,000,000 shares;
3
To approve an amendment to our 2014 Employee Stock Purchase Plan to increase the number of
shares of our common stock issuable thereunder by 6,000,000 shares;
4
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in
the Proxy Statement;
5
To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2025; and
6
To transact such other business as may properly come before the Annual Meeting or any
postponement or adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 24, 2025 as the record date for the
determination of stockholders entitled to notice of and to vote at the virtual Annual Meeting and at any
adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of common
stock held at that time.
As permitted by the rules of the Securities and Exchange Commission, we are pleased to furnish our proxy
materials to stockholders primarily over the Internet. Consequently, most stockholders will receive a Notice
of Internet Availability of Proxy Materials (the       Notice      ) that contains instructions for accessing proxy
materials and voting via the Internet, instead of paper copies of our proxy materials. We believe that this
process will allow us to provide our stockholders with the information they need in a more timely manner,
while reducing the environmental impact and lowering the costs of printing and distributing our proxy
materials. However, this Notice will provide information on how stockholders may obtain paper copies of
proxy materials if they choose. Stockholders who elect to continue to receive hard copies of proxy materials
may help us reduce costs by opting to receive future proxy materials by e-mail. We intend to distribute the
Notice and the proxy materials on or about April 8, 2025, to all stockholders of record entitled to vote at the
Annual Meeting.

Your vote is important, and we encourage all stockholders to attend the Annual Meeting online. Whether or not you plan to attend the Annual
Meeting online, we encourage you to read this proxy statement and submit your proxy or voting instructions as promptly as possible either via the
Internet or by telephone as instructed by these materials, or, if you have requested and received a paper proxy card by mail, by completing, signing,
dating and returning the proxy card mailed to you. Please review the instructions on each of your voting options described in the accompanying
Proxy Statement. Stockholders who plan to attend the virtual Annual Meeting should follow the instructions at www.virtualshareholder
meeting.com/GERN2025 to submit questions and vote during the virtual Annual Meeting.
Thank you for your ongoing support and continued interest in Geron Corporation.
By Order of the Board of Directors,
Scott A. Samuels, Esq.
Executive Vice President,
Chief Legal Officer and Secretary
Foster City, California
April 8, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 21, 2025 at
www.virtualshareholdermeeting.com/GERN2025
The 2025 Proxy Statement and 2024 Annual Report on Form 10-K
are available at www.proxyvote.com.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO VOTE BY PROXY PROMPTLY IN ORDER TO
ASSURE THAT A QUORUM IS PRESENT. EVEN IF YOU HAVE VOTED BY PROXY BEFORE THE VIRTUAL ANNUAL MEETING. YOU MAY STILL ATTEND
AND VOTE YOUR SHARES AT THE VIRTUAL ANNUAL MEETING ONLINE. YOU WILL NEED TO HAVE YOUR 16-DIGIT CONTROL NUMBER
INCLUDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, ON YOUR PROXY CARD OR ON THE INSTRUCTIONS THAT
ACCOMPANIED YOUR PROXY MATERIALS TO JOIN AND VOTE AT THE VIRTUAL ANNUAL MEETING.

Table of Contents
Questions and Answers about these Proxy Materials and Voting . . . . . . . . . . . . . . . . . . . . .
1
Proposal 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Board Leadership and Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Other Corporate Governance Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Proposal 2: Approval of an Amendment to Our 2018 Equity Incentive Plan . . . . . . . . . . . . . 41
Proposal 3: Approval of an Amendment to Our 2014 Employee Stock Purchase Plan . . . . . 60
Proposal 4: Advisory Vote to Approve Named Executive Officer Compensation . . . . . . . . . 67
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Compensation Committee Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Executive Compensation Tables and Related Narrative Disclosure . . . . . . . . . . . . . . . . . . . . 91
Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
Proposal 5: Ratification of Selection of Independent Registered Public Accounting Firm . . . 110
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . 115
Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1



 4/8/2025 Letter Continued (Full PDF)