UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __ )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[   ]  

Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Materials Pursuant to §240.14a-12

[   ]  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Materials under Rule 14a-13

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

[_] Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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GERON CORPORATION
230 Constitution149 Commonwealth Drive, Suite 2070
Menlo Park, CA 94025

March 29, 2012April 5, 2013

Dear Stockholder:

     You are cordially invited to attend the 20122013 Annual Meeting of Stockholders of Geron Corporation, which will be held on May 17, 201222, 2013 at 8:2:00 a.m.p.m. Pacific Time. We are pleased to announce that this year’s Annual MeetingDaylight Time at the Hyatt Regency Burlingame, 1333 Bayshore Highway, Burlingame, CA 94010. In addition, we will be held completely virtual. You will be able to attend, vote and submit your questions duringhosting the meeting via conference call which can be accessed via telephone by dialing 877-415-3185 (U.S.); 857-244-7328 (international). The passcode is 11038077. A live audio-only webcast via the Internetwill also be available at www.virtualshareholdermeeting.com/geron2012. For the first time, we are hosting a stockholder-only website where you will be able to learn more about recent events at Geron, participate in a stockholder survey, vote your proxy and submit questions for the Annual Meeting in advance. To access this website, have your 12-Digit Control Number available and go to www.theinvestornetwork.com/forum/gern.http://edge.media-server.com/m/p/44bzyzur/lan/en.

     As permitted by the rules of the Securities and Exchange Commission, or the SEC, we are also pleased to furnish our proxy materials to stockholders primarily over the Internet. We believe this process will expedite stockholders’ receipt of materials, lower the costs of our annual meeting and reduce the environmental impact of printing and mailing hard copies. Stockholders who continue to receive hard copies of proxy materials may help us reduce costs by opting to receive future proxy materials by e-mail.

     On or about April 4, 2012,10, 2013, we will distribute to our stockholders a notice containing instructions on how to access our 20122013 Proxy Statement and our 20112012 Annual Report on Form 10-K, and how to vote online. This notice also will include instructions on how you can receive a paper copy of the proxy materials, including the notice of the Annual Meeting, 20122013 Proxy Statement, 2012 Annual Report on Form 10-K and proxy card. If you received your proxy materials by mail, the notice of Annual Meeting, 20122013 Proxy Statement, 2012 Annual Report on Form 10-K and proxy card from our Board of Directors were enclosed. If you received your proxy materials via e-mail, the e-mail contained voting instructions and links to the 20122013 Proxy Statement and 20112012 Annual Report on Form 10-K, which includes information on our operations, product candidates and our audited financial statements.10-K.

     At this year’s Annual Meeting, the agenda includes the following items:

• Election of Directors;
  
• Approval to increase the number of authorized shares from 200,000,000 to 300,000,0000 shares ofcommon stock;
   
• Advisory vote to approve named executive officer compensation; and
   
• Ratification of Ernst & Young LLP as our independent registered public accounting firm.

     Your vote is important to us. Whether or not you plan to connect toattend the meeting, via the webcast, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope.

     Thank you for your ongoing support of, and continued interest in, Geron Corporation. I look forward to speaking with you over the Internet at our 2012 Annual Meeting of Stockholders.

Sincerely,

John A. Scarlett, M.D. President and Chief Executive Officer

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To the Stockholders of Geron Corporation:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GERON CORPORATION, a Delaware corporation (the “Company”), will be held on May 17, 2012,22, 2013, at 8:2:00 a.m.p.m. Pacific Time.To participate inDaylight Time at the Annual Meeting via live webcast, vote your shares online and submit your questions duringHyatt Regency Burlingame, 1333 Bayshore Highway, Burlingame, CA 94010. Stockholders may also access the meeting please visit www.virtualshareholdermeeting.com/geron2012 andvia telephone by dialing 877-415-3185 (U.S.); 857-244-7328 (international). The passcode is 11038077. A live audio-only webcast will also be sure to have your 12-Digit Control Number to enter the meeting. You will not be able to attend the Annual Meeting in person.available at http://edge.media-server.com/m/p/44bzyzur/lan/en. The meeting will be held for the following purposes:

     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 20, 2012,25, 2013, as the record date for the determination of stockholders entitled to notice of and to vote at this 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.

     Your Vote Is Important To Us. Whether or not you plan to connect toattend the meeting, via the webcast, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.

	By Order of the Board of Directors,
	Stephen N. Rosenfield Executive Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
Letter to Stockholders, Notice and 2013 Proxy Statement, and 2012 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 CONNECT TOATTEND THE MEETING, WE URGE YOU TO SUBMITYOUR PROXY PROMPTLY IN ORDER TO ASSURE THAT A QUORUM IS PRESENT.

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GERON CORPORATION
230 Constitution149 Commonwealth Drive, Suite 2070
Menlo Park, CA 94025
_________________

____________________

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 201222, 2013
_____________________________________

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

     We have sent you a Notice of Availability of Proxy Materials (the “Notice”) or our proxy materials, as applicable, because the Board of Directors (the “Board”) of Geron Corporation, a Delaware corporation (“Geron”, the “Company”, “we” or “us”), is soliciting your proxy to vote at our 20122013 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on May 17, 2012,22, 2013, at 8:2:00 a.m.p.m. Pacific Daylight Time (the “Annual Meeting”),at the Hyatt Regency Burlingame, 1333 Bayshore Highway, Burlingame, CA 94010 or at any adjournment or postponement thereof. We invite you to attend the Annual Meeting via the Internet to vote on the proposals described in this Proxy Statement. You may vote by proxy over the Internet, by phone or by mail, if you requested printed copies of the proxy materials.

     We intend to distribute the Notice and the proxy materials on or about April 4, 201210, 2013 to all stockholders of record entitled to vote at the Annual Meeting.

What is the purpose of the Annual Meeting?

     At our Annual Meeting, stockholders will act upon the matters described in this Proxy Statement. In addition, following the meeting, management will report on current events at Geron and respond to questions from stockholders.

CanHow can I attend the Annual Meeting?

     We will host the 2012 Annual Meeting live via the Internet.You will not be ableAll stockholders are cordially invited to attend the Annual Meeting in person at the Hyatt Regency Burlingame, 1333 Bayshore Highway, Burlingame, CA 94010. For directions to attend the Annual Meeting, please contact our Investor Relations department at (650) 473-7765 or by email at investor@geron.com. Stockholders may also access the meeting in person.via telephone by dialing 877-415-3185 (U.S.); 857-244-7328 (international). The passcode is 11038077. A live audio-only webcast will also be available at http://edge.media-server.com/m/p/44bzyzur/lan/en via the Internet. The Annual Meeting will start at 2:00 p.m., Pacific Daylight Time, on May 22, 2013.

Any stockholderHow can listen to andI participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/geron2012. The webcast will start at 8:00 a.m., Pacific Time, on May 17, 2012. Stockholders may vote and submit questions while connected to the Annual Meeting via the Internet.if I cannot attend in person?

     ForIf you cannot attend the first time, we are hosting a stockholder-only websitemeeting in person, stockholders may participate via telephone by dialing 877-415-3185 (U.S.); 857-244-7328 (international). The passcode is 11038077. We recommend that stockholders dial in at www.theinvestornetwork.com/forum/gern. This website provides validated stockholdersleast 10 minutes early to minimize any delay in joining the abilitymeeting. Participants via telephone will also have an opportunity to learn more aboutask questions during the Company, participate in a stockholder survey, vote their proxy and submit questions in advance of the Annual Meeting. To access the website, you must have your 12-Digit Control Number available, which can be found on your Notice or proxy card.meeting.

What do I need in order to be able to participate in the Annual Meeting online?

     The Annual Meeting will also be held live via the Internet. You will not be able to attend the meeting in person. A summary of the information you need to attend the meeting online is provided below:

• Any stockholder can listen to the meeting and participate liveavailable via the Internet in a live audio-only webcast available at www.virtualshareholdermeeting.com/geron2012.
  
• Webcast starts at 8:00 a.m. Pacific Time. 
  
• Stockholders may vote and submithttp://edge.media-server.com/m/p/44bzyzur/lan/en. The audio webcast of the Annual Meeting will be available for replay approximately one hour following the live meeting through June 21, 2013. Since the webcast is audio-only, participants will be unable to ask questions while connected to the meeting via the Internet. 
  in this forum.
• Please have your 12-Digit Control Number to enter the meeting.
  

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• Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/geron2012. 
  
• Webcast replay of the meeting will be available until 11:59 p.m. Eastern Time on May 31, 2012 at www.virtualshareholdermeeting.com/geron2012.

Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

     We are pleased to continue to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. If you received athe Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials and cast your vote via the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.Notice. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates such election.

Why did I receive a full set of proxy materials instead of a Notice regarding the Internet availability of proxy materials?

     We are providing paper copies of the proxy materials to stockholders who previously requested to receive them. If you would like to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card, to vote using the Internet and, when prompted, indicate that you agree to receive or access future stockholder communications electronically. Alternatively, you can go to www.proxyvote.com and enroll for online delivery of proxy materials.

How can I access the proxy materials over the Internet?

     You may view and also download our proxy materials, including the 20112012 Annual Report on Form 10-K and the Notice, on our website, at www.geron.com as well as www.proxyvote.com.

How do I order proxy materials if I have not received them?

     This Proxy Statement and the Company’s 2011Geron’s 2012 Annual Report on Form 10-K are available at www.proxyvote.com. Internet distribution of proxy materials is designed to expedite receipt by stockholders, lower the cost of the Annual Meeting and conserve natural resources. However, if you have not received a copy of our proxy materials and would like to receive one for the Annual Meeting or for future stockholder meetings, you may request printed copies as follows:

• By telephone: call 1-800-579-1639 free of charge and follow the instructions;
   
• By Internet: go to www.proxyvote.com and follow the instructions; or
   
• By e-mail: send an e-mail message to sendmaterial@proxyvote.com. Please send a blank e-mail andput the 12-Digit Control Number located in your Notice of Internet Availability of Proxy Materials in thesubjectthe subject line.

Instructions on how to connect and participate via the Internet, including how to demonstrate proof ofstock ownership, are posted at www.virtualshareholdermeeting.com/geron2012.

Who can vote at the Annual Meeting?

     Only holders of record at the close of business on March 20, 201225, 2013 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. At the close of business on the Record Date, there were 132,259,325we had 130,573,260 shares of common stock, par value $0.001 per share (“Common Stock”), outstanding. Each holder of record of Common Stock on the Record Date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. The stock transfer books will not be closed

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between the Record Date and the 2012 Annual Meeting date. A list of stockholders entitled to vote at the 2012 Annual Meeting will be available for examination at our principal executive offices at the address listed above for a period of ten (10) days prior to the 2012 Annual Meeting and during the 2012 Annual Meeting such list will be available for examination at www.virtualshareholdermeeting.com/geron2012.Meeting.

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What am I voting on at the Annual Meeting?

     You are being asked to vote on four (4)three proposals, as follows:

What are the choices in voting?

     For Proposal 1, you may either vote “For” all nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For Proposals 2 3 and 4,3, you may vote “For” or “Against” or abstain“Abstain” from voting.

What is the recommendation of the Board on each of the matters scheduled to be voted on at the Annual Meeting?

     The Board of Directors recommends that you vote:

• FOR each of theboth nominees to the Board of Directors (Proposal 1);
  
• FOR the amendment to our Restated Certificate of Incorporation to increase the number of authorizedshares of our Common Stock from 200,000,000 to 300,000,000 shares (Proposal 2);
   
• FOR the approval, on an advisory basis, of the compensation of theour named executive officers asdisclosed in this Proxy Statement (Proposal 3)2); and
   
• FOR the ratification of the appointment of Ernst & Young LLP as our independent registered publicaccounting firm for the fiscal year ending December 31, 20122013 (Proposal 4)3).

Could other matters be decided at the Annual Meeting?

     Our bylawsBylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by our stockholders, and we have not received notice of any such proposals as of the Record Date. If any other matter were to be properly submitted for a vote at the Annual Meeting, the proxy holders appointed by the Board will have the discretion to vote on those matters for you as they see fit. This includes, among other things, considering any motion to adjourn the Annual Meeting to another time and/or place, including for the purpose of soliciting additional proxies for or against a given proposal.

What is the difference between holding shares as a stockholder of record or as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name

     You are a stockholder of record if at the close of business on March 20, 2012,25, 2013, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. As a stockholder of record, you may vote during the 2012 Annual Meeting or vote by proxy.

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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

     You are a beneficial owner, if at the close of business on March 20, 2012,25, 2013, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization and not in your name. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2012 Annual Meeting. Being a beneficial owner means that, like most stockholders, your shares are held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account by following the voting instructions your broker

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or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please seeRefer to the section below “What are broker non-votes?” below for more information.

How do I vote my shares and what are the voting deadlines?

     Please refer to the proxy card for instructions on, and access information for, voting by telephone, over the Internet or by mail.

Stockholder of Record: Shares Registered In Your Name

     If you are a stockholder of record, there are several ways for you to vote your shares.

• Via the Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You willneed the 12-Digit Control Number included on your Notice of Internet Availability of Proxy Materialsoror your proxy card (if you received a printed copyprintedcopy of the proxy materials). Votes submitted through theInternetthe Internet must be received by 11:59 p.m.,Eastern Time, on May 16, 2012.21, 2013.
   
• By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours aday, a day,seven days a week. You will need the 12-Digit Control Number included on your Notice of InternetAvailability of Proxy Materials or your proxy cardproxycard (if you received a printed copy of the proxy materials). Votes submitted by telephone must be receivedbereceived by 11:59 p.m., Eastern Time, on May 16, 2012.21, 2013.
   
• By Mail. If you received printed proxy materials, you may submit your vote by completing, signing,and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly asitexactlyas it appears on the proxy card. Proxy cards submitted by mail must be received no later than May 16, 2012to21,2013 to be voted at the Annual Meeting.
   
• During the Annual Meeting. Instructions on how toStockholders may also submit their vote while participating in our Annual Meetinglive viaif they attend the Internet are posted at www.virtualshareholdermeeting.com/geron2012.meeting inperson.

The Internet and telephone voting procedures described above, which comply with Delaware law, are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been properly recorded. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

     If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Please contact your bank, broker or other agent if you have questions about their instructions on how to vote your shares. To vote during the 20122013 Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent.

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Geron Plan Participants

     Participants inAs trustee of the Geron 401(k) Plan, Prudential Bank and Trust FSB will receive a proxy that incorporates all the shares owned throughby the Geron 401(k) Plan assuming the shares are registered in the same name. Theand will vote such proxy will serve as voting instructions for the trustee ofdirected by the Geron 401(k) Plan. If the proxy is not voted, the plan trustee will vote those shares in the same proportion as other Geron 401(k) participants vote their Geron 401(k) Plan shares.sponsor.

     Shares purchased through the 1996 Employee Stock Purchase Plan will follow standard brokerage industry practices. Shares held in the name of the broker will be voted on behalf of the holder on certain routine matters. To the extent the brokerage firm votes shares on the behalf of the holder, the shares will be counted for the purpose of determining a quorum.

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Can I vote my shares by filling out and returning the Notice?

     No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, or by requesting and returning a paper proxy card or voting instruction card.

How many votes are needed to approve a proposal?

     A quorum of stockholders is necessary to hold a valid meeting. In order to constitute a quorum and to transact business at the Annual Meeting, a majority of the outstanding shares of Common Stock on the Record Date must be represented at the Annual Meeting. Shares represented by proxies that reflect abstentions or “broker non-votes” will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

What are “broker non-votes”?

     Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares on how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”

matters. In the event that a broker, bank, custodian, nominee or other record holder of Geron Common Stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee on how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine?”

     The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20122013 (Proposal 4)3) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 4 and, to the extent deemed “routine”, Proposal 2.3. The election of directors (Proposal 1) and the advisory vote on the compensation forof our named executive officers (Proposal 3)2) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may bewe expect broker non-votes on Proposals 1 and 3. In addition, it is possible that brokers will not have discretionary voting authority with respect to the proposal to amend our Restated Certificate2.

Table of Incorporation to increase the authorized number of shares from 200,000,000 to 300,000,000 shares (Proposal 2), in which case, if you do not instruct your broker on how to vote with respect to this proposal, your broker may not vote with respect to this proposal and these non-votes will be counted as broker non-votes.Contents

What does it mean if I receive more than one proxy card?

     If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

How will your proxy be voted?

     Votes will be counted by the Inspector of Election appointed for the 2012 Annual Meeting, who will separately count “For” and (with respect to proposals other than the election of directors) “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, the Inspector of Election will count the number of “withheld”“Withhold” votes received for the nominees. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See “What“What are “broker non-votes?” and “Which“Which ballot measures are considered “routine” andor “non-routine”?” above for more information regarding “routine” and “non-routine” matters.

Can I revoke or change my vote after I submit my proxy?

Stockholder of Record: Shares Registered In Your Name

     If you are a stockholder of record, you may revoke or change your vote at any time before the final vote at the Annual Meeting by:

• signing and returning a new proxy card with a later date;
   
• submitting a later-dated vote by telephone or via the Internet — only your latest Internet or telephoneproxy received by 11:59 p.m., Eastern Time, on May 16, 201221, 2013 will be counted;
   
• participating inattending the Annual Meeting live via the Internetin person and voting again; or
   
• delivering a written revocation to our Corporate Secretary at Geron’s offices, 230 Constitution Drive,149 CommonwealthDrive, Suite 2070, Menlo Park, California 94025, before the Annual Meeting.

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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

     If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for revoking or changing your vote.

Is my vote confidential?

     Yes. Proxy cards, ballots and voting tabulations that identify stockholders by name are kept confidential. There are exceptions for contested proxy solicitations or when necessary to meet legal requirements. In addition, all comments written on a proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

How can I obtain a copy of Geron’s Annual Report on Form 10-K?

We will mail to you without charge, upon written request, a copy of our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2012, as well as a copy of any exhibit specifically requested. Requests should be sent to: Corporate Secretary, Geron Corporation, 149 Commonwealth Drive, Suite 2070, Menlo Park, California 94025. A copy of our Annual Report on Form 10-K has also been filed with the SEC and may be accessed from the SEC’s homepage (www.sec.gov). You may also view and download our 2012 Annual Report on Form 10-K on our website at www.geron.com as well as www.proxyvote.com.

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

     Preliminary voting results will be announced at the 2012 Annual Meeting. Final voting results will be published by Geron in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”)SEC that we expect to file within four business days after the 2012 Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the 2012 Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Who is paying for this proxy solicitation?

     We will pay the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to such beneficial owners. In addition, we may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by mail, telephone or other electronic means, or in person, by our directors, officers, or other regular employees, of the Company, or at our request, Alliance Advisors, LLC. No additional compensation will be paid to directors, officers or other regular employees for such services, but Alliance Advisors will be paid its customary fee, estimated to be $5,500,$6,000, to render solicitation services.

When are stockholder proposals due for next year’s Annual Meeting?

     To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 14, 2012,11, 2013, to our Corporate Secretary at Geron Corporation, 230 Constitution149 Commonwealth Drive, Suite 2070, Menlo Park, California, 94025.94025, and must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended. However, if our 20132014 Annual Meeting of Stockholders is not held between April 17, 201322, 2014 and June 16, 2013,21, 2014, then the deadline will be a reasonable time prior to the time we begin to print and mail our proxy materials.

     If you wish to bring a proposal before the stockholders or nominate a director at the 20132014 Annual Meeting of Stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, you must notify our Corporate Secretary, in writing, not earlier than the close of business on January 18, 201322, 2014 and not later than the close of business on February 17, 2013.21, 2014. However, if our 20132014 Annual Meeting of Stockholders is not held between April 17, 201322, 2014 and June 16, 2013,July 21, 2014, then the deadline will be the 90^th day prior to the 2014 Annual Meeting or, if later, the 10^th day following the earlier of the day on which the first public announcementdisclosure of the date of the 20132014 Annual Meeting of Stockholders was made or the day themade. We also advise you to review Geron’s Bylaws, which contain additional requirements about advance notice of the 2013 Annual Meeting of Stockholders is mailed.stockholder proposals and director nominations. The chairman of the 20132014 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. Stockholders interested in submitting a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities laws. The submission of a stockholder proposal does not guarantee that it will be included in our Proxy Statement.

Table of Contents For additional discussion, refer to the section entitled “Stockholder Nominations and Proposals for 2014 Annual Meeting” on page 59.

What is householding and how does it affect me?

     Some brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this proxyProxy Statement and 2012 Annual Report on Form 10-K or the Notice may have been sent to multiple stockholders in a stockholder’s household. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive separate copies of the proxy statement, annual report or the notice of internet availability, please notify your broker or our Investor Relations department. We will promptly deliver copies of the Proxy Statement and annual reportour 2012 Annual Report on Form 10-K or the Notice to any stockholder who

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contacts our investor relationsInvestor Relations department at (650) 473-7765 or by mail addressed to Investor Relations, Geron Corporation, 230 Constitution149 Commonwealth Drive, Suite 2070, Menlo Park, California 94025, requesting such copies. If a stockholder is receiving multiple copies of the Proxy Statement and annual report at the stockholder’s household and would like to receive a single copy of the Proxy Statement and annual report for a stockholder’s household in the future, stockholders should contact their broker, other nominee record holder, or our investor relationsInvestor Relations department to request mailing of a single copy of the proxy statement and annual report.

MATTERS TO BE CONSIDERED AT THE 20122013 ANNUAL MEETING

PROPOSAL 1

ELECTION OF DIRECTORS

Board Structure

    Our Board currently consists of eightten members, sevennine of which are “independent,” as that term is defined by NASDAQ Rule 5606(a)5605(a)(2). On February 13, 2013, Messrs. Edward V. Fritzky and Thomas D. Kiley, Esq., notified us of each of their decision to retire from our Board at the end of their term, effective as of May 22, 2013, the date of the Annual Meeting. Upon the departure of Messrs. Fritzky and Kiley, the size of our Board will be reduced to, and our Board will be comprised of, eight directors, seven of which are “independent” as that term is defined by NASDAQ Rule 5605(a)(2). Proxies may only be voted for the two Class II directors nominated for election at the Annual Meeting. Our Bylaws provide for the classification of the Board into three classes, as nearly equal in number as possible, with staggered terms of office. Our Bylaws also provide that upon expiration of the term of office for a class of directors, nominees for such class will be elected for a term of three years or until their successors are duly elected and qualified.

    The term of office of the Class III directors will expire at the Annual Meeting in May 2012, and three2013. Each of the nominees, for director are to be elected as Class I directors. The three nominees are Thomas Hofstaetter, Ph.D., John A. Scarlett, M.D. and Robert J. Spiegel, M.D., FACP. The Class II directors, Edward V. Fritzky, Hoyoung Huh, M.D., Ph.D., and Thomas D. Kiley, Esq.Daniel M. Bradbury, is currently serving as our director, but has not been previously elected by our stockholders. Dr. Huh was recommended to the Board by Dr. Alexander Barkas, who was a member of our Board until his death in November 2011, and Mr. Bradbury was recommended to our Board by Karin Eastham, who is a current Board member. The Class III directors, Ms. Eastham, V. Bryan Lawlis, Ph.D. and Susan M. Molineaux, Ph.D., have one year remaining on their terms of office. The Class IIII directors, Karin EasthamThomas Hofstaetter, Ph.D., John A. Scarlett, M.D., and V. Bryan Lawlis, Ph.D.Robert J. Spiegel, M.D., FACP, have two years remaining on their terms of office.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a Three Year Term Expiring at the
20152016 Annual Meeting

    The Board has selected threetwo nominees for Class III directors, allboth of whom are currently directors of Geron. Directors are elected by a plurality of the Company.votes of the holders of shares present in person or represented by proxy at the meeting. The three candidatestwo nominees receiving the highest number of affirmative“For” votes of the shares represented and entitled to vote at the Annual Meeting will be elected as Class III directors of the Company.Geron. Accordingly, abstentions will not affect the outcome of this proposal. The election of directors is a non-routine matter on which a broker or other nominee is not empowered to vote. Accordingly, if the beneficial owner does not give a broker specific instructions, the beneficially owned shares may not be voted on this proposal and will not be counted in determining the number of shares necessary for approval.election.

    Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the threetwo nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as Geronour Nominating and Corporate Governance Committee and Board may propose. Each person nominated for election has agreed to serve if elected, and managementthe Board has no reason to believe that any nominee will be unable to serve.

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    Set forth below is information regarding the nomineesa brief biography of each nominee for Class III director, including their ages, the periods during which they have served as a director of the Company,Geron, and information furnished by them as to principal occupations and public company directorships held by them in corporations whose shares are publicly registered.them. The biographies below also include a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committeeand the Board to conclude, as of the date of this Proxy Statement, that each nominee for Class II director should continue to serve as a director.

Class III Directors (Term Expiring at the 20152016 Annual Meeting)

    Thomas Hofstaetter,Hoyoung Huh, M.D., Ph.D.,has been the Chairman of the Board since September 2011, served as Executive Chairman from February 2011 to September 2011 and has served as a director of Geron since May 2010. He is Chairman of the Companyboard of directors of Cytomx Therapeutics, Inc., an emerging medical technology company, and also is a director of ADDEX Pharmaceuticals, a pharmaceutical discovery and development company. From February 2008 to December 2011, Dr. Huh was Chairman of the board of directors of BiPar Sciences, Inc., a wholly-owned subsidiary of Sanofi-Aventis, a global pharmaceutical company developing treatments in cardiology, oncology, central nervous system disorders, metabolic diseases, ophthalmology and vaccines since March 2010the April 2009 merger of BiPar and wasSanofi-Aventis, and served as BiPar’s President and Chief Executive Officer and a director of VaxInnate Corporation, a privately-held biotechnology vaccine company, from January 2010February 2008 to December 2011.2009. Additionally, Dr. Huh serves on the boards of directors of several privately-held companies. Dr. Huh served on the board of directors of Facet Biotech (a wholly-owned subsidiary of Abbott, a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics) from September 2009 to April 2010. From September 2004February 2008 to OctoberMay 2009, Dr. Hofstaetterhe was Senior Vice President, Corporate Development and Head of Global Business Development and a member of the Wyeth Management Committeeboard of directors at Wyeth, Inc.,Nektar Therapeutics, a global pharmaceutical company. At Wyeth, he closed more than 70 transactions, including acquisitions of biotechnology companies, in-licensing of productsclinical-stage biopharmaceutical company developing small molecule drugs, peptides and broad technology collaborations. Wyeth merged with Pfizer, Inc. in October 2009.other biologic drug candidates as treatments for oncology, pain, anti-infectives, anti-virals and immunology. From December 1999March 2005 to August 2004,February 2008, Dr. Hofstaetter wasHuh held positions as Nektar’s Chief Operating Officer and Senior Vice President of CorporateBusiness Development of Aventis, a global pharmaceutical company. While at Aventis,and Marketing where he was responsible for more than 100 transactions including research alliances, product in-the company’s worldwide business development, marketing and out-licensing, divestmentsmanufacturing and spin-outs. In 1978,led Nektar’s PEGylation business. Prior to Nektar, Dr. Hofstaetter joined Behringwerke AGHuh was a partner at McKinsey & Company, a global management consulting firm, where he was in Germanythe biotechnology and biopharmaceutical sectors. Prior to McKinsey, he held positions as a research scientistphysician and roseresearcher at Cornell University Medical College and Sloan-Kettering Cancer Center. Dr. Huh holds an A.B. in biochemistry from Dartmouth College and an M.D. and Ph.D. in genetics and cell biology from Cornell University Medical College and Sloan-Kettering Institute.

    The Board believes Dr. Huh’s management and operational experience as President and Chief Executive Officer of BiPar Sciences and Chief Operating Officer of Nektar Therapeutics, his significant expertise with implementing strategic and line management initiatives from McKinsey and his knowledge of biotechnology and pharmaceutical collaborations, qualifies Dr. Huh to become Head of Research in 1988be nominated as a director and headserve as Chairman of the Immunology/Oncology business unit in 1989. From 1991 to 1999, Dr. HofstaetterBoard.

Daniel M. Bradbury has served in various executive managerial positions around the world, including the United States, Japan, France and his native Germany, with Hoechst Pharma, a global pharmaceutical company. Dr. Hofstaetter holds a Master of Science degree in biochemistry and a Ph.D. in molecular biology, magna cum laude, from the University of Tuebingen in Germany. From 2001 to 2004, he wasas a director of Merial Limited,Geron since September 2012. He also serves as a joint venture between Aventismember of the boards of directors of Illumina, Inc., a manufacturer of life-science tools and Merck & Co. focusingintegrated systems for the analysis of genetic variation and biological function; Corcept Therapeutics, a company focused on pharmaceutical productsthe discovery and vaccines for livestock, petsdevelopment of drugs that regulate the effects of cortisol; and wildlife. From 2000BioMed Realty, a real estate investment trust focused on providing real estate to 2004, he wasthe life science industry, as well as being a member of the board of trustees of the New Jersey Symphony Orchestra.

    TheKeck Graduate Institute. He also serves on the University of California San Diego, Rady School of Management’s Advisory Council, the University of Miami’s Innovation Corporate Advisory Council, Investor Growth Capital Advisory Board believes Dr. Hofstaetter’s expertise with numerous technology transactions developed through his roles as a senior executive responsible for corporate development and his significant operating and management knowledge of large, global pharmaceutical companies, qualifies Dr. Hofstaetter to be nominated as a director.

John A. Scarlett, M.D.,hasthe BioMed Ventures Advisory Committee. Mr. Bradbury served as our Chief Executive Officer and a director since September 2011 and President since January 2012. Prior to joining Geron, Dr. Scarlett served as President, Chief Executive Officer and a member of the board of directors of Proteolix,Amylin Pharmaceuticals, Inc., a privately-held oncology-oriented biopharmaceutical company focused on diabetes and metabolic disorders, from February 2009March 2007 until its acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company,Bristol-Myers Squibb Company in November 2009. From February 2002 until its acquisition by Ipsen, S.A. in October 2008, Dr. ScarlettAugust 2012. Mr. Bradbury served as the Chief Executive Officer and a member of the board of directors of Tercica, Inc., an endocrinology-oriented company, and also as itsAmylin’s President from February 2002 through February 2007. FromJune 2006 until March 1993 to May 2001, Dr. Scarlett served2007, as President and Chief ExecutiveOperating Officer of Sensus Drug Development Corporation. In 1995, he co-founded Covance Biotechnology Services, Inc., and servedfrom June 2003 until June 2006, as a member of its board of directors from inception to 2000. From 1991 to 1993, Dr. Scarlett headed the North American Clinical Development Center and served as SeniorExecutive Vice President of Medicalfrom June 2000 until June 2003 and Scientific Affairs at Novo Nordisk Pharmaceuticals, Inc., a wholly-owned subsidiary of Novo Nordisk A/S. Dr. Scarlett received his B.A. degree in chemistry from Earlham College and a M.D. from the University of Chicago, Pritzker School of Medicine.

    As the only management representative on the Board, Dr. Scarlett brings an insider’s perspectiveother positions in board discussions about the business and strategic direction of the Company. In addition, the Board believes Dr. Scarlett’s medical background and extensive drugcorporate development experience provides substantial understanding of our clinical product candidates, qualifying Dr. Scarlett to be nominated as a director.

Robert J. Spiegel, M.D., FACP, has served as a director of the Company since May 2010. He is also a director of Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a biopharmaceutical oncology company, Clavis Pharma ASA, a pharmaceutical company based in Oslo, Norway, and Avior Computing Corporation, a

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governance risk and compliance process technology company. Hemarketing from 1994 until 2000. In addition, Mr. Bradbury served as a director for the Cancer Institute of New Jersey from 1999 to 2009 and as a director of Cancer Care New Jersey from 1995 to 2011. After 26 years with the Schering-Plough Corporation (now Merck & Co.), a global healthcare company, Dr. Spiegel retired in 2009 as Chief Medical Officer and Senior Vice Presidentmember of the Schering-Plough Research Institute, theboard of directors of Amylin from June 2006 until August 2012. Prior to joining Amylin, he spent ten years at SmithKline Beecham Pharmaceuticals, a pharmaceutical research armcompany, holding a number of the Schering-Plough Corporation.sales and marketing positions. He initially joined Schering-Plough as Directorreceived a Bachelor of clinical research for oncology and rose to hold various positions including Senior Director of clinical research for oncology and anti-infectives, Vice President of clinical research and Senior Vice President of worldwide clinical research. During his tenure at Schering-Plough, Dr. Spiegel lead the oncology development team for over 10 years where he took several antibiotics, anti-fungals and anti-virals through successful registration worldwide, including anti-HIV indications. As Vice President and Senior Vice President of worldwide clinical research, Dr. Spiegel managed Phase 1 to Phase 3 clinical development in all therapy areas, including allergy, respiratory, cardiovascular, immunology, dermatology, oncology and infectious diseases. As Chief Medical Officer, Dr. Spiegel was involved with over 30 New Drug Applications, participated in multiple due diligence reviews and in-licensing decisions, re-engineered pharmacovigilence and risk management areas and built a quality system for all research operations. Following a residency in internal medicine, Dr. Spiegel completed a fellowship in medical oncology at the National Cancer Institute andPharmacy from 1981 to 1999, he held academic positions at the National Cancer Institute and New York University Cancer Center. He currently is an Associate Fellow at the University of Pennsylvania Center for Bioethics. Dr. Spiegel holds a B.A. from YaleNottingham University and a M.D.Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the University of Pennsylvania.United Kingdom.

    The Board believes Dr. Spiegel’sthat Mr. Bradbury’s extensive medical experience developing oncology products,in the biopharmaceutical industry, together with his deep understandingexperience in the research, development and commercialization of pharmaceutical research and development and broad expertise in gaining regulatory approval for drug candidates, enhances the Board’s ability to critically assess the progress and potential of our programs, qualifying Dr. Spiegelproducts, qualifies Mr. Bradbury to be nominated as a director.

Vote Required and Board Recommendation

    Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote onat the election of directors.meeting. The threetwo nominees receiving the highest number of affirmative“For” votes properly cast in person or by proxy at the meeting will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the threetwo nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Geron. Abstentions and broker non-votes will not have any effect on the outcome of this proposal. In tabulating the voting results for the election of directors, only “FOR” and “WITHHOLD” votes are counted.

The Board of Directors Unanimously Recommends That Stockholders
VoteFOR the Election of Each Nominee to the Board of Directors

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

    Set forth below is information regardinga brief biography of each continuing director composing the continuing Class II and Class III directorsremainder of the Company,Board with terms expiring as shown, including their ages, the periods during which they have served as directors,a director of Geron, and information furnished by them as to principal occupations and public company directorships held by them in corporations whose shares are publicly registered.them. The biographies below also include a discussion of the specific experience, qualifications, attributes or skills of each continuing director that led the Nominating and Corporate Governance Committeeand the Board to conclude, as of the date of this Proxy Statement, that the applicable director should continue to serve as a director.

Class IIIII Directors (Term Expiring at the 20132014 Annual Meeting)

Edward V. Fritzky has served as a director of the Company since July 1998. From July 2002 to May 2005, he served as a director and advisor to Amgen Corporation, a U.S. pharmaceutical company, where he established a leading research center in Seattle. From January 1994 to July 2002, he served as Chief Executive Officer and Chairman of Immunex Corporation, a biopharmaceutical company that developed, manufactured, and marketed therapeutic products for the treatment of cancer, infectious diseases, and autoimmune disorders, during which

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time he managed the company’s growth to over $15 billion in market value and completed its acquisition by Amgen in 2002. Since 2004, Mr. Fritzky has been a director of Jacobs Engineering Group, Inc., a professional technical services firm providing scientific and specialty consulting services supporting industrial, commercial and government clients. From 1998 to 2009, Mr. Fritzky was a director of Sonosite, Inc., a leading company of hand-carried ultrasound equipment. From 1992 to 1994, Mr. Fritzky served as President of Lederle Laboratories, a division of American Cyanamid, and from 1989 to 1992, as Vice President of Lederle Laboratories. While at Lederle Laboratories, Mr. Fritzky oversaw the launch of six new products. Prior to joining Lederle Laboratories, Mr. Fritzky was an executive of Searle Pharmaceuticals, Inc., a subsidiary of the Monsanto Company that manufactures, develops and markets health care products and pharmaceuticals. During his tenure at Searle, Mr. Fritzky was Vice President of Marketing in the United States and later President and General Manager of Searle Canada, Inc. and Lorex Pharmaceuticals, a joint venture between G.D. Searle & Company, a U.S. pharmaceutical company, and Synthelabo, a French pharmaceutical company, to market existing and new Synthelabo products in the United States. Mr. Fritzky served as a Trustee of the Fred Hutchinson Cancer Center from July 2001 to June 2007. Mr. Fritzky holds a B.A. from Duquesne University and is a graduate of the Advanced Executive Program, J.L. Kellogg Graduate School of Management at Northwestern University.

    The Board believes Mr. Fritzky’s management and operational experience as Chairman and Chief Executive Officer of Immunex Corporation and as President of other biopharmaceutical companies, his knowledge of therapeutic product launches and the substantial understanding of the Company and its operations he has gained during his 14 years as a director of the Company, qualifies Mr. Fritzky to serve as a director.

Hoyoung Huh, M.D., Ph.D.,currently serves as Chairman of the Board, served as Executive Chairman from February 2011 to September 2011 and has served as a director of the Company since May 2010. He is Chairman of the board of directors of Cytomx Therapeutics, Inc., an emerging medical technology company, and also is a director of ADDEX Pharmaceuticals, a pharmaceutical discovery and development company. From February 2008 to December 2011, Dr. Huh was Chairman of the board of directors of BiPar Sciences, Inc., a wholly-owned subsidiary of Sanofi-Aventis, a global pharmaceutical company developing treatments in cardiology, oncology, central nervous system disorders, metabolic diseases, ophthalmology and vaccines, since the April 2009 merger and served as BiPar’s President and Chief Executive Officer from February 2008 to December 2009. Additionally, Dr. Huh serves on the boards of directors of several privately-held companies. Dr. Huh served on the board of directors of Facet Biotech (a wholly-owned subsidiary of Abbott, a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics) from September 2009 to April 2010. From February 2008 to May 2009, he was a member of the board of directors at Nektar Therapeutics, a clinical-stage biopharmaceutical company developing small molecule drugs, peptides and other biologic drug candidates as treatments for oncology, pain, anti-infectives, anti-virals and immunology. From March 2005 to February 2008, Dr. Huh held positions as Nektar’s Chief Operating Officer and Senior Vice President of Business Development and Marketing where he was responsible for the company’s worldwide business development, marketing and manufacturing and led Nektar’s PEGylation business. Dr. Huh was a partner at McKinsey & Company, a global management consulting firm, where he was in the biotechnology and biopharmaceutical sectors. Prior to McKinsey, he held positions as a physician and researcher at Cornell University Medical College and Sloan-Kettering Cancer Center. Dr. Huh holds an A.B. in biochemistry from Dartmouth College and a M.D. and Ph.D. in genetics and cell biology from Cornell University Medical College and Sloan-Kettering Institute.

    The Board believes Dr. Huh’s management and operational experience as President and Chief Executive Officer of BiPar Sciences and Chief Operating Officer of Nektar Therapeutics, his significant expertise with implementing strategic and line management initiatives from McKinsey and his knowledge of biotechnology and pharmaceutical collaborations, qualifies Dr. Huh to serve as a director and Chairman of the Board.

Thomas D. Kiley, Esq., served as a director of the Company since September 1992. Mr. Kiley is currently a director of Transcept Pharmaceuticals, Inc., a specialty pharmaceutical company developing therapies in the field of neuroscience, Ceres, Inc., an energy crop company, several privately-held biotechnology companies and the Hospital de la Familia Foundation. Mr. Kiley was a director of Connetics Corporation, a specialty pharmaceutical company that developed dermatology products, from 1994 to 2006 when it was acquired by Stiefel Laboratories, Inc. He has been self-employed since 1988 as an attorney, consultant and investor. From 1980 to 1988, he was

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an officer of Genentech, Inc., a biotechnology company using human genetic information to develop medical treatments, serving as Vice President and General Counsel, Vice President for Legal Affairs and Vice President for Corporate Development where he managed patent litigation, developed patent strategy and negotiated numerous corporate partnership deals. From 1969 to 1980, he was with Lyon & Lyon, a Los Angeles-based law firm specializing in domestic and international intellectual property law matters and was a partner at the firm from 1975 to 1980. Mr. Kiley holds a B.S. in chemical engineering from Pennsylvania State University and a J.D. from The George Washington University.

    The Board believes Mr. Kiley’s specialized knowledge of intellectual property matters for biopharmaceutical companies, his experience as a board member for other public companies and the substantial understanding of the Company and its operations he has gained during his 20 years as a director of the Company, qualifies Mr. Kiley to serve as a director.

    Karin Easthamhas served as a director of the CompanyGeron since March 2009. She currentlyMs. Eastham also serves as a director for MorphoSys AG, a Frankfurt Stock Exchange-listed biotechnology company; Illumina, Inc., a manufacturer of life science tools and reagents; Trius Therapeutics, Inc., a biopharmaceutical company; and Veracyte, Inc., a privately held molecular diagnostics company. Ms. Eastham also served in the past five years as a director of Amylin Pharmaceuticals, Inc., a biopharmaceutical company, focused on peptide hormone drug candidates for the treatment of diabetes, obesity and other metabolic diseases; Illumina, Inc., a manufacturer of life-science tools and integrated systems for the analysis of genetic variation and biological function; and Trius Therapeutics, Inc., a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. She also served as a director forfrom 2005 until its sale in 2011; Genoptix, Inc., a provider of specialized laboratory service provider,services, from 2008 until March 2011 when it was acquired by Novartis. Ms. Eastham served as a director forits sale in 2011; Tercica, Inc., a biopharmaceutical company, developing endocrine products, from 2003 until its acquisitionsale in 2008 by the Ipsen Group2008; and as a director of SGX Pharmaceuticals, Inc., a biopharmaceutical company, developing anti-cancer therapies targeting specific enzymes that have been implicated in human cancers, from 2005 until its acquisitionsale in 2008 by Eli Lilly and Company.2008. From May 2004 to September 2008, Ms. Easthamshe served as Executive Vice President and Chief Operating Officer, and as a member of the Board of Trustees, of Burnham Institute for Medical Research, a non-profit corporation engaged in medical research, where she established a business development function to support translational research into commercial opportunities and managed the general and administrative operations.basic biomedical research. From April 1999 to May 2004, Ms. Eastham served as Senior Vice President, Finance, and Chief Financial Officer and Secretary of Diversa Corporation, a genomics technologybiotechnology company. While at Diversa, Ms. Eastham completed the company’s initial public offering in 2000 and participated in negotiations for several product and technology acquisitions and collaboration agreements. From April 1997 to April 1999, Ms. Eastham served as Vice President, Finance and Administration and Chief Financial Officer forShe previously held similar positions with CombiChem, Inc., a computational chemistry company. While at CombiChem, Ms. Eastham established the administrative infrastructure for the company, assisted in the completion of its initial public offering in 1998 and participated in negotiations and completion of several pharmaceutical collaborations. From October 1992 to April 1997, Ms. Eastham served as Vice President, Finance and Administration and Chief Financial Officer for Cytel Corporation, a biopharmaceutical company, where she completed several public and private financings and was responsible for all administrative and financial functions.company. Ms. Eastham also held several similar positions, with other companies, including Vice President, Finance, at Boehringer Mannheim DiagnosticsCorporation, a biopharmaceutical company, from 1976 to 1988. Ms. Eastham holds a B.S. and an M.B.A. from Indiana University and is a Certified Public Accountant.

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    The Board believes Ms. Eastham’s significantunderstanding of biotechnology companies combined with her business leadership and financial expertise developedexperience, her contributions to the Board’s understanding of governance and strategy for life sciences companies through her experience as a financial officer for several public biotechnology companies,director in the biopharmaceutical industry and her first-hand knowledge andextensive senior management experience in auditthe biopharmaceutical industry, particularly in key corporate finance and financial control-related matters and her understanding of public and private equity financings,accounting positions, qualifies Ms. Eastham to serve as a director.

    V. Bryan Lawlis, Ph.D., has served as a director of the CompanyGeron since March 2012. He currently serves as a director for BioMarin Pharmaceuticals, Inc., a biopharmaceutical company specializing in rare genetic diseases, and several privately-held biotechnology companies. Dr. Lawlis is a co-founder and currently serves as the President and

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Chief Executive Officer of Itero Biopharmaceuticals LLC, a privately-held, early stage biopharmaceutical company that was foundedhe co-founded in 2006. Dr. Lawlis served as President and Chief Executive Officer of Aradigm Corporation, a specialty drug company focused on drug delivery technologies, from August 2004, and served on its board of directors from February 2005, continuing in both capacities until August 2006. Dr. Lawlis served as Aradigm Corporation’s President and Chief Operating Officer from June 2003 to August 2004 and its Chief Operating Officer from November 2001 to June 2003. Previously, Dr. Lawlis co-founded Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, served as its President and Chief Executive Officer from 1996 to 1999, and served as Chairman from 1999 to 2001, when it was sold to Diosynth RTP, Inc., a division of Akzo Nobel, NV. From 1981 to 1996, Dr. Lawlis was employed at Genencor, Inc. and Genentech, Inc. His last position at Genentech was Vice President of Process Sciences. Dr. Lawlis holds a B.A. in microbiology from the University of Texas at Austin and a Ph.D. in biochemistry from Washington State University.

    The Board believes Dr. Lawlis’sLawlis’ extensive experience in manufacturing biotechnology and other pharmaceutical products, research and development of drug products and managing and conducting clinical trials and drug regulatory processes, qualifies Dr. Lawlis to serve as a director.

Susan M. Molineaux, Ph.D.,has served as a director of Geron since September 2012. She has been Chief Executive Officer and President of Calithera Biosciences, Inc., a privately-held biotechnology company developing oncology therapeutics, since co-founding the company in June 2010. Prior to Calithera, Dr. Molineaux co-founded Proteolix, Inc., a privately-held oncology-oriented biopharmaceutical company, where she served as Chief Scientific Officer from December 2003 until December 2005 and from February 2009 until November 2009, and as President and Chief Executive Officer from January 2006 until February 2009. Dr. Molineaux was responsible for leading the development of Proteolix’s second-generation proteasome inhibitor, carfilzomib (now marketed as Kryprolis), for the treatment of multiple myeloma, from discovery through completion of clinical trials for accelerated approval, until the company’s acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company, in November 2009. From 2000 to 2003, Dr. Molineaux served as Vice President of Biology at Rigel Pharmaceuticals, Inc., a biopharmaceutical company focused on inflammatory and autoimmune diseases. She served as Vice President of Biology at Praelux, Inc. from 1999 to 2000, and from 1994 through 1999, as Vice President of Drug Development at Praecis Pharmaceuticals, Inc., an oncology-focused biopharmaceutical company. From 1989 until 1994, she was a scientist in the Immunology group at Merck & Co., a pharmaceutical company. Dr. Molineaux holds a B.S. in biology from Smith College and a Ph.D. in molecular biology from Johns Hopkins University, and completed a postdoctoral fellowship at Columbia University. She currently serves as the Co-Vice Chair of Bay Bio, Northern California’s Life Science Association, and as a member of the board of directors of We Teach Science, a San Francisco Bay Area mentoring program for students in math and science.

    The Board believes Dr. Molineaux’s extensive experience in pharmaceutical and oncology drug development, and her expertise in managing and conducting clinical trials, qualifies Dr. Molineaux to serve as a director.

Class I Directors (Term Expiring at the 2015 Annual Meeting)

Thomas Hofstaetter, Ph.D.,has served as a director of Geron since March 2010 and was President, Chief Executive Officer and a director of VaxInnate Corporation, a privately-held biotechnology vaccine company, from January 2010 to December 2011. From September 2004 to October 2009, Dr. Hofstaetter was Senior Vice

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President, Corporate Development and Head of Global Business Development and a member of the Wyeth Management Committee at Wyeth, Inc., a global pharmaceutical company. At Wyeth, he closed more than 70 transactions, including acquisitions of biotechnology companies, in-licensing of products and broad technology collaborations. From December 1999 to August 2004, Dr. Hofstaetter was Senior Vice President of Corporate Development of Aventis, a global pharmaceutical company. While at Aventis, he was responsible for more than 100 transactions including research alliances, product in- and out-licensing, divestments and spin-outs. In 1978, Dr. Hofstaetter joined Behringwerke AG in Germany as a research scientist and rose to become Head of Research in 1988 and head of the Immunology/Oncology business unit in 1989. From 1991 to 1999, Dr. Hofstaetter served in various executive managerial positions around the world, including the United States, Japan, France and his native Germany, with Hoechst Pharma, a global pharmaceutical company. Dr. Hofstaetter holds a Master of Science degree in biochemistry and a Ph.D. in molecular biology, magna cum laude, from the University of Tuebingen in Germany. From 2001 to 2004, he was a director of Merial Limited, a joint venture between Aventis and Merck & Co. focusing on pharmaceutical products and vaccines for livestock, pets and wildlife. From 2000 to 2004, he was a member of the board of trustees of the New Jersey Symphony Orchestra.

    The Board believes Dr. Hofstaetter’s expertise with numerous technology transactions developed through his roles as a senior executive responsible for corporate development and his significant operating and management knowledge of large, global pharmaceutical companies, qualifies Dr. Hofstaetter to serve as a director.

John A. Scarlett, M.D.,has served as our Chief Executive Officer and a director since September 2011 and President since January 2012. Prior to joining Geron, Dr. Scarlett served as President, Chief Executive Officer and a member of the board of directors of Proteolix, Inc., a privately-held oncology-oriented biopharmaceutical company, from February 2009 until its acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company, in November 2009. From February 2002 until its acquisition by Ipsen, S.A. in October 2008, Dr. Scarlett served as the Chief Executive Officer and a member of the board of directors of Tercica, Inc., an endocrinology-oriented company, and also as its President from February 2002 through February 2007. From March 1993 to May 2001, Dr. Scarlett served as President and Chief Executive Officer of Sensus Drug Development Corporation. In 1995, he co-founded Covance Biotechnology Services, Inc., a contract biopharmaceutical manufacturing operation, and served as a member of its board of directors from inception to 2000. From 1991 to 1993, Dr. Scarlett headed the North American Clinical Development Center and served as Senior Vice President of Medical and Scientific Affairs at Novo Nordisk Pharmaceuticals, Inc., a wholly-owned subsidiary of Novo Nordisk A/S. Dr. Scarlett holds a B.A. in chemistry from Earlham College and an M.D. from the University of Chicago, Pritzker School of Medicine.

    As the only management representative on the Board, Dr. Scarlett brings an insider’s perspective in board discussions about Geron’s business and strategic direction. In addition, the Board believes Dr. Scarlett’s medical background and extensive drug development experience which provides substantial understanding of our clinical product opportunities, qualifies Dr. Scarlett to serve as a director.

Robert J. Spiegel, M.D., FACP, has served as a director of Geron since May 2010. He is also a director of Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a biopharmaceutical oncology company, Clavis Pharma ASA, a pharmaceutical company based in Oslo, Norway, and Avior Computing Corporation, a governance risk and compliance process technology company. He served as a director for the Cancer Institute of New Jersey from 1999 to 2009 and as a director of Cancer Care New Jersey from 1995 to 2011. After 26 years with the Schering-Plough Corporation (now Merck & Co.), a global healthcare company, Dr. Spiegel retired in 2009 as Chief Medical Officer and Senior Vice President of the Schering-Plough Research Institute, the pharmaceutical research arm of the Schering-Plough Corporation. He initially joined Schering-Plough as Director of clinical research for oncology and rose to hold various positions including Vice President of clinical research and Senior Vice President of worldwide clinical research. As Senior Vice President of worldwide clinical research, Dr. Spiegel managed Phase 1 to Phase 3 clinical development in all therapy areas, including allergy, respiratory, cardiovascular, immunology, dermatology, oncology and infectious diseases. As Chief Medical Officer, Dr. Spiegel was involved with over 30 New Drug Applications, participated in multiple due diligence reviews and in-licensing decisions, re-engineered pharmacovigilence and risk management areas and built a quality system for all research operations. Following a residency in internal medicine, Dr. Spiegel completed a fellowship in medical oncology at the National Cancer Institute, and from 1981 to 1999 he held academic positions at the National Cancer Institute and New

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York University Cancer Center. He currently is an Associate Fellow at the University of Pennsylvania Center for Bioethics and an Associate Professor at the Weill Cornell Medical School. Dr. Spiegel holds a B.A. from Yale University and an M.D. from the University of Pennsylvania.

    The Board believes Dr. Spiegel’s extensive medical experience developing oncology products, his deep understanding of pharmaceutical research and development and broad expertise in gaining regulatory approval for drug candidates, enhances the Board’s ability to critically assess the progress and potential of our programs, and qualifies Dr. Spiegel to serve as a director.

CORPORATE GOVERNANCE MATTERS

    We have an ongoing commitment to excellence in corporate governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies and procedures in light of such developments. We comply with the rules and regulations promulgated by the SEC and NASDAQ, and implement additional corporate governance practices that we believe are in the best interest of Geron and our Company and stockholders.

Corporate Governance Guidelines

    Our Board has adopted ”Corporate“Corporate Governance Guidelines” that set forth key principles to guide the Board in their exercise of responsibilities and serve the interests of Geron and our Company and stockholders. These guidelines can be found on the Corporate Governance page under the Investor Relations section of our website at www.geron.com. In addition, these guidelines are available in print to any stockholder who requests a copy. Please direct all requests to our Corporate Secretary, Geron Corporation, 230 Constitution149 Commonwealth Drive, Suite 2070, Menlo Park, California 94025. In accordance with these guidelines, a member of our Board may serve as a director of another company only to the extent such position does not conflict or interfere with such person’s service as our director.a director of Geron.

Board Independence

    In accordance with NASDAQ ruleslisting standards and Geron’s Corporate Governance Guidelines, our Board based on the legal opinion of outside legal counsel, Latham & Watkins, has affirmatively determined that all nominees for election at the Annual Meeting and all continuing directors, other than Dr. Scarlett, are independent under NASDAQ rules.

    Therelisting standards. The Board consults with our counsel to ensure that the Board’s determinations are no family relationships amongconsistent with relevant securities and other laws and regulations regarding the executive officers or directorsdefinition of “independent,” including those set forth in pertinent listing standards of the Company. There are no current legal proceedings or claims to which the executive officers, directors or the Company are a party. There are no current, norNASDAQ, as in the past ten years have there been any, legal proceedings involving any director or executive officer related to, among others: (i) federal bankruptcy, (ii) criminal proceedings, (iii) federal or state securities laws, (iv) any judgment, decree or order enjoining a director or officereffect from acting as an investment advisor, broker or dealer of securities or engaging in any type of business practice, (v) proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business activity or (vi) any disciplinary sanctions or orders imposed by stock, commodities or derivatives exchange or other self-regulatory organization.time-to-time.

Board Leadership Structure

    One class of the Board is elected annually, and each class of directors stands for election every three years. TheFrom January 2012 to March 2012, the Board iswas comprised of seven directors, one of whom was an executive officer, and six of whom were affirmatively determined by the Board to be independent, meeting the objective requirements set forth by the SEC and NASDAQ, and having no relationship, direct or indirect, to Geron other than as stockholders or through their service on the Board. From March 2012 to September 2012, the Board was comprised of eight directors, one of whom iswas an executive officer, and seven of whom were affirmatively determined by the Board to be independent, meeting the objective requirements set forth by the SEC and NASDAQ, and having no relationship, direct or indirect, to Geron other than as stockholders or through their service on the Board. From September 2012 to December 2012, the Board was comprised of ten directors, one of whom was an executive officer and nine of whom were affirmatively determined by the Board to be independent, meeting the objective requirements set forth by the SEC and NASDAQ, and having no relationship, direct or indirect, to Geron other than as stockholders or through their service on the Board. Upon the departure of Messrs. Fritzky and Kiley from our Board effective on May 22, 2013, the date of the Annual Meeting, our Board will be comprised of eight directors: one non-independent member, Dr. Scarlett, our Chief Executive Officer, and seven members who have been affirmatively determined by the Board to be independent, meeting the objective requirements set forth by the SEC and NASDAQ, and having no relationship direct or indirect, to the CompanyGeron other than as stockholders or through their service on the Board. The Board has authorized nine directors to serve; there is currently one vacancy.

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Board Leadership Structure

    The Board has an independent Chair, Dr. Huh, 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. Except from February 2011 to September 2011, the role of Chairman of the Board historically has been separate from the role of Chief Executive Officer at Geron. From February 2011 to September 2011, we maintained a Lead Independent Director and an Executive Chairman.

    We believe that separation of the Company. Thepositions of Board has determined that its structure is appropriate to fulfill its duties effectivelyChair and efficiently, so that our business receives the undivided attention of the Chief Executive Officer.

    In February 2011, with the appointment of David Greenwood as interim Chief Executive Officer reinforces the Board elected to change the Board leadership structure and created two new positions – an Executive Chairman and a Lead Independent Director. Dr. Huh was appointed Executive Chairman (serving as an employee), and Dr. Barkas, formerly the Chairmanindependence of the Board was appointed Lead Independent Director. In September 2011,in its oversight of the business and affairs of Geron. As a result, we believe that having an independent Board appointed Dr. Scarlett as Chief Executive Officer, and resumed its previous leadership structure of maintaining solely a ChairmanChair can enhance the effectiveness of the Board Dr. Huh, who no longer serves as a whole. In addition, we believe that having an employee.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 the best interests of Geron and our stockholders.

    The Board has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that our Chief Executive Officer can focus on leading our Company, while the Chairman can focus on leading the Board in overseeing management.    The Board regularly meets in executive sessionsessions without the presence of the non-independent directorsdirector or management.

Board’s Role in Risk Oversight

    Geron is subject to a variety of risks, which generally include any undesired event, circumstance or outcome that could affect Geron’s ability to achieve its objectives or adversely impact Geron’s business, operations or financial condition. Some risks canmay be readily perceived and even quantified, while others are unexpected or unforeseeable. Risks can be external, such as those arising from the macroeconomic or industry environment, government policies or regulations, competitors’ activities or natural disasters. Alternatively, risks can arise as a result of our business or financial activities.

    The Board and Geron’s management team work together to manage the Company’sGeron’s risks. It is management’s responsibility to manage risk and bring to the Board’s attention the material risks to the Company. The Board has an active role in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’sour credit, liquidity and operations, as well as the risks associated with each. In addition, our Corporate Governance Guidelines specify that each of our Board committees oversees the risks within its areas of responsibilities. While each committee is responsible for evaluating certain risks and overseeing the management of such risks within its respective oversight area, the entire Board is regularly informed through committee reports about such risks.

    The Compensation Committee of the Board is responsible for overseeing the management of risks relating to the Company’sGeron’s employment policies and executive compensation plans and arrangements. In connection with the structuring of the compensation elements for executive officers, the Compensation Committee, together with the Board, considers whether such programs, individually or in the aggregate, encourage executive officers to take unnecessary risks.

    The Audit Committee of the Board oversees management of financial risks. In addition to fulfilling its responsibilities for the oversight of the Company’sour financial reporting processes and annual audit of the Company’sGeron’s financial statements, the Audit Committee also reviews with the independent auditors and management the adequacy and effectiveness of the Company’sour policies and procedures to assess, monitor and manage business risk and the Company’sGeron’s ethical compliance program. The Audit Committee takes the appropriate actions to set the overall corporate “tone”best practices and highest standards for quality financial reporting, sound business risk practices and ethical behavior.

    The Nominating and Corporate Governance Committee of the Board manages the Company’sGeron’s corporate governance practices, including certain risks that those practices are intended to address. In addition, the Nominating and Corporate Governance Committee reviews risks associated with the independence of the Board, potential conflicts of interest and risks relating to management and Board succession planning.

to exercise the option, including any part of the option that would not otherwise be exercisable, prior to the effectiveness of such dissolution, liquidation, sale, merger or reorganization, at the end of which time the option shall terminate, or shall receive a substituteunless the outstanding option with comparable terms, as tois assumed or an equivalent number of shares of stockoption substituted by the successor corporation (or a parent or subsidiary of the corporation succeeding the Company or acquiring its business by reason of such dissolution, liquidation, sale, merger, consolidation or reorganization. In such an event, any unvested restricted stock awards shall immediately vest unless an award with comparable terms, as to an equivalent number of shares of stock of the corporation succeeding the Company or acquiring its business by reason of such dissolution, liquidation, sale, merger, consolidation or reorganization is substituted.successor corporation). In addition, except as otherwise provided in an award agreement, unvested shares subject to awards of restricted stock and restricted stock units will become fully vested immediately prior to the date of such dissolution, liquidation, sale, merger, consolidation or reorganization.

20112012 Option Grants

    The following table sets forth the following information with respect to non-employee directors (eight(nine persons) for the fiscal year ended December 31, 2011:2012: (i) stock options granted under the 2006 Directors Plan; (ii) stock awards granted under the 2006 DirectorsDirectors’ Plan; and (iii)(ii) the grant date fair value of stock options and stock awards granted. As discussed above, theGeron’s executive officers and employees of the Company are not eligible for grants under the 2006 DirectorsDirectors’ Plan. In 2011, additional stock options and restricted stock awards were granted to certain directors resulting from the leadership structure changes and in recognition of options that had expired unexercised during the year and stock awards with vesting based on achievement of certain performance milestones were granted to directors from the 2011 Incentive Award Plan. Also in May 2011, the vesting of certain outstanding restricted stock awards and the exercise periods of certain outstanding stock options held by Dr. Homcy were modified in connection with his retirement from the Board.

    In May 2011, each director, except for Drs. Barkas, Homcy and Huh, received performance-based restricted stock awards (“PSAs”) covering 5,000 shares in the aggregate that vest during a three-year performance period based on our achievement of each of the following objectives:

• An award of 2,500 PSAs with vesting based on achievement of a clinical development milestone relatedto Phase 2 clinical trial data for the GRN1005 program; and
  
• An award of 2,500 PSAs with vesting based on achievement of a clinical development milestone relatedto Phase 3 clinical trials for the GRN1005 program.

For Dr. Barkas, the performance-based restricted stock awards were 5,000 shares for each of the milestones noted above and for Dr. Huh, the awards were 10,000 shares for each of the milestones noted above.

    As discussed in detail in the section entitled “Compensation Discussion and Analysis” section of this Proxy Statement, Geron’s executive compensation strategy and structure is based on the following principles: a)(i) reward successful execution of business strategy; b)(ii) attract and retain qualified talent; and c)(iii) align management and stockholder interests. The executive compensation program is designed to achieve fourthe following primary objectives:

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    The Compensation Committee actively reviews and assesses our executive compensation program in light of the highly competitive employment environment in the San Francisco Bay Area, the challenge of recruiting, motivating and retaining executive officerofficers in an industry with much longer business cycles than other commercial industries, and evolving compensation governance and best practices. In reconciling these areas, the Compensation Committee strives to act in the long-term best interests of the CompanyGeron and itsour stockholders and believes that Geron’s executive compensation programs are strongly aligned with the long-term interests of our stockholders. In determining whether to approve this proposal, the Compensation Committee believes that stockholders should consider the following:

• Independent Compensation Committee.Executive compensation is reviewed and established by ourCompensation Committee of the Board consisting solely of independent directors. The CompensationCommittee meets in executive session, without executive officers present, in determiningannual compensation.
  
• Emphasis on Pay for Performance.Bonuses are paid basedA significant portion of our executive officers’ total compensationis variable and at risk and tied directly to our measurable performance. For example in 2012, thelargest portion of our Chief Executive Officer’s total compensation was performance-based (consistingof annual incentive bonus and annual equity awards). The Compensation Committee believes thatthis structure, which puts a considerable proportion of executive officers’ total compensation “atrisk,” contingent on ourappreciation of Geron Common Stock, achievement of pre-establishedcorporatespecific corporate goals, related to our operational and financial performance, as well as achievement ofindividual objectives. This provides a direct link between executive compensation and our operationaland financial performance and motivatescontinued employment, strongly aligns the interests of our executive officers with those of ourstockholders, ties their compensation to implement strategic initiatives in orderthe most concrete measure of performance against criticalcorporate goals and promotes retention. None of our Named Executive Officers are entitled tomeetguaranteed or exceed pre-established corporate goals.minimum bonuses under our annual incentive bonus program.
  
• Peer Group Positioning. The Compensation Committee utilizes an independent compensationconsultant to regularly assess our executive compensation program, including total compensation andindividual compensation elements, against peer group market data. For 2012, in consultation withour independent compensation consultant, Radford, the Compensation Committee chose a peer groupconsisting of similarly-sized companies at a similar stage of development and of similar complexity,with whom we may compete for talent. The Compensation Committee generally targeted our NamedExecutive Officers’ 2012 total compensation (consisting of base salary, target annual incentive bonusand equity awards) to be between the 50^thto 60^thpercentile of the total compensation to comparableexecutive officers of our peer group.
  
• Responsible Internal Pay Equity. For 2012, our Chief Executive Officer’s total actual compensationwas less than one and a half times the average total actual compensation of our other Named ExecutiveOfficers, which reflects internal fairness and an important benchmark to avoid excessive compensationof the Chief Executive Officer.
   
• Equity is Used as a Key Component of Compensation and Aligns our Compensation Programs with theLong-Term Interests of our Stockholders.The largest portionOur equity awards granted in 2012 only provide value ifthe market price of our Named Executive Officers’ 2011compensation consisted of performance-stock increases and equity-based compensation which provides a direct linkbetweenif the executive compensation andofficer continues in our operational and financial performance. Stock options werea key component ofemployment.Therefore, these awards strongly align our 2011 compensation program and closely align the long-termexecutive officers’ interests of ourexecutives with those of our stockholders becausestockholdersby providing a continuing financial incentive to maximize long-term value, keeps the recipient will only realize a return onexecutiveofficers’ total compensation opportunity competitive and encourages our executive officers to remainin the optioniflong-term employ of our stock price increases over the life of the option. In addition, the performance-based restrictedstock awards granted in fiscal 2011 to our Named Executive Officers will only be earned if we achievespecific clinical development milestones.Company.
   
• Limited Personal Benefits.Our executive officers are eligible for the same benefits as non-executive,salaried employees, and do not receive any personal benefits other than limited perquisites consistingof tax and financial planning services and a housing allowance and travel reimbursementreimbursement allowance for Dr. Scarlett, our President and Chief Executive Officer.
   
• No Tax Gross-Ups on Compensation.None of our executive officers receive tax related gross-ups onany element of compensation.
   
• Severance Benefits Only Payable upon a Qualifying Termination of Employment.No Single-Trigger Change in Control Cash Benefits.Executive officeremploymentofficer employment agreements and our Change of ControlourAmended Severance Plan require an actual or constructivetermination of employment before any cashbenefits are paid.
   
• No Retirement Benefits.We do not offer any pension plans or health benefits during retirement.

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Advisory Vote and Board Recommendation

    We request stockholder approval of the 20112012 compensation of our Named Executive Officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules (whichwhich disclosure includes the section entitled “Compensation Discussion and Analysis,” the compensation tables and the narrative disclosures that accompany the compensation tables within the section entitled “Executive Compensation Tables” section of this Proxy Statement).Statement. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies and practices described in this Proxy Statement.

    Accordingly, the Board recommends that stockholders vote in favor of the following resolution:

    “RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation paid to Geron’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in the Proxy Statement relating to the Company’s 20122013 Annual Meeting of Stockholders.”

    Approval of the above resolution requires the affirmative vote of the holders of a majority of the votes castshares present in person or represented by proxy at this meeting. Abstentions will have the same effect as a vote against this proposal, and broker non-votes will have no effect on the outcome of this proposal.

    Stockholders are not being asked to approve or disprovedisapprove the Board’s recommendation. As this is an advisory vote, the outcome of the vote is non-binding toon us with respect to future executive officer compensation decisions, including those related to our Named Executive Officers, or otherwise. However, the Board and the Compensation Committee will review the results of the vote and take them into account when considering future executive officer compensation policies and decisions.

    The Board has approved holding a “say-on-pay” advisory vote every year. Unless the Board modifies its policy on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will be held at the 20132014 Annual Meeting of Stockholders.

The Board of Directors Unanimously Recommends That
Stockholders VoteFOR Proposal 32

COMPENSATION DISCUSSION AND ANALYSIS

Overview

    This Compensation Discussion and Analysis describes oursection presents and discusses executive compensation program as it relatespolicies and programs and the compensation decisions relating to our Namedthe “Named Executive Officers asOfficers” (as defined below. In this Compensation Discussionbelow) for the 2012 fiscal year, and Analysis, we present and discuss:includes the following:

• an executive summary of ourthe compensation program for ourthe Named Executive Officers for the 2011 fiscalyear;Officers;
   
• a review of executive management changes in 2011 and 2012;
  
• an overview of ourthe executive compensation programs;
   
• the role of the Compensation Committee;
   
• results from the process the Compensation Committee followsadvisory vote in deciding how to compensate our Named ExecutiveOfficers with equity;
  
• 2011 Corporate Performance; and2012;
   
• a detailed discussion and analysis of the Compensation Committee’s specific decisions about thecompensationthe 2012compensation of ourthe Named Executive Officers;
  
• a description of the employment agreements for the Named Executive Officers; and
  
• a summary of the potential severance benefits for the Named Executive Officers for fiscal year 2011.in the event of achange in control.

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    In addition to the historical information contained herein, this Compensation Discussion and Analysis also contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual compensation programs that we adopt in the future may differ materially from currently planned programs summarized in this discussion.

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Executive Summary

    2011 was a year    We structured our 2012 executive compensation program to emphasize pay for performance and to be reasonable and competitive with the peer companies with whom we compete for executive talent. The highlights of significant changeour executive compensation program for 2012 are summarized above in Proposal 2.

    We faced uncertainty in the Company as it narrowedsecond half of 2012 that created employee retention challenges and influenced our compensation decisions. We discontinued our Phase 2 clinical trial of imetelstat in metastatic breast cancer and discontinued the GRN1005 program in its focus to the oncology therapeutic area and incorporated a new management team.entirety. In November 2011,addition, in December 2012, we announced a decisionrestructuring that reduced the workforce from 107 positions to focus exclusively64 full-time positions. Thus, the compensation decisions in late 2012 and early 2013 were highly influenced by the retention challenges arising from the significant uncertainty relating to our future with the dependence on one product candidate, imetelstat, the need to motivate executive officers and employees to pursue the development of our oncology programs. As a consequence, we discontinued further development of our stem cell programsopportunities for imetelstat despite the clinical challenges in 2012, and intend to divest these programs in 2012. The decision to narrow our technology and therapeutic focus was made after a strategic review of the costs, value inflection timelines and clinical, manufacturing and regulatory complexities associated with our research and clinical-stage assets. By narrowing our focus to the oncology therapeutic area, we anticipate having sufficient financial resources to reach important near-term oncology value inflection pointscompetitive market environment for stockholders with minimal near-term financing requirements.qualified biotechnology employees.

    Even withAlthough the significant changes in management and strategic focus, the clinical development of the Company’s lead oncology programs continued to advance in 2011. Two randomized Phase 2results from our clinical trials of imetelstat in solid tumors continued enrollment throughout 2011: a study in patients with metastatic breast cancer (B014) and GRN1005 in brain metastases did not yield the desired outcomes, we conducted operations to maximize our efforts to obtain this clinical data on a timely basis. As a result, we were able to quickly implement critical strategic decisions regarding patient welfare, future development plans for imetelstat and fiscal management. When the Compensation Committee and the Board evaluated our actions during 2012, they determined that we had met a significant portion of our corporate goals relating to timely enrollment, analysis and planning of the clinical trials, in order to best position us for the opportunity to receive positive results. For example, we completed patient enrollment in the Phase 2 study of imetelstat in patients with advanced non-small cell lung cancer (B012). These two trials require that a sufficient numberto enable an analysis of progression events occur in order to perform the planned data analyses. We anticipate an accrual of such events that will allow us to report top-line data from these two Phase 2 trialsclinical results by the end of 2012. Two single-arm2012; we conducted an unplanned interim analysis on top-line results from the Phase 2 trial of imetelstat in metastatic breast cancer and advanced non-small cell lung cancer; and we assessed top-line data from our Phase 2 trials of imetelstat in hematological malignancies were initiated in the first quarter of 2011 to evaluate the impact of the drug on cancer progenitor cells: a study in patients with essential thrombocythemia (B015) and an exploratory study in patients with multiple myeloma (B013). Top-line data from these two trials are expectedmyeloma. In addition, we fully met our financial goals and made significant corporate development progress related to be available by the enddivestiture of 2012. Two Phase 2 clinical trials of GRN1005 were launched inour stem cell assets. As such, the fourth quarter of 2011. Both trials, GRABM-B (GRN1005 Against Brain Metastases – Breast Cancer) and GRABM-L (GRN1005 Against Brain Metastases – Lung Cancer), were initiated in December 2011. We expect top-line data from these trials to be available by the end of the second quarter of 2013.

    The compensation decisions in 2011 were influenced by a challenging market environment for the CompanyCompensation Committee and the industry,Board determined that we achieved 88% of our 2012 corporate goals. For details regarding our achievement of corporate goals in 2012, see section entitled “Compensation Discussion and Analysis – 2012 Corporate Goal Achievement Factor” on page 32. The Compensation Committee and the strategic decision to focus exclusively onBoard also determined that our oncology programsNamed Executive Officers, including our Chief Executive Officer, made crucial efforts towards achievement of our corporate goals, as well as leading individual team, department and management transitionsfunctional performance and achievements, despite challenges during the year. Highlights of significant compensation actions include:year and such individuals should be rewarded for those efforts.

• Continuation of wage freeze since year-end 2008 for all executive officers and other employees;
  
• Bonus targets set at the same levels since 2009 for all executive officers and other employees; and
  
• Severance and separation benefits for departing executive officers reflect employment agreementobligations and consideration for a general release of claims against the Company.

Executive Management Changes in 2011 and 2012

    In February 2011, the Board implemented a new leadership structure for the Company by appointing: (i) Mr. Greenwood as President, Interim Chief Executive Officer, Chief Financial Officer, and a member of the Board, (ii) Hoyoung Huh, M.D., Ph.D., as Executive Chairman of the Board and (iii) Alexander E. Barkas, Ph.D., as Lead Independent Director of the Board. In conjunction with the implementation of the new leadership structure, Dr. Okarma, left the Company as President and Chief Executive Officer and as a member of the Board, effective February 8, 2011.

    In September 2011, John A. Scarlett, M.D., was appointed Chief Executive Officer.

    In connection with the November 2011 decision to discontinue the Company’s stem cell programs, a total of 66 positions were eliminated, which included positions held by Jane S. Lebkowski, Ph.D., Senior Vice President and Chief Scientific Officer, and Katharine E. Spink, Ph.D., Senior Vice President, Alliance Management and Cell Therapy Product Development. Drs. Lebkowski and Spink left the Company on December 31, 2011.

    Mr. Greenwood left the Company as President and Chief Financial Officer on December 31, 2011. In January 2012, Dr. Scarlett was appointed as President, in addition to his role as Chief Executive Officer.    In January 2012, Graham K. Cooper was appointed Executive Vice President, Finance and Business Development, and Chief Financial Officer.

    In February 2012, Stephen N. Rosenfield was appointed Executive Vice President, General Counsel and Corporate Secretary. Prior to his appointment, Mr. Cooper will provide direction for all financial matters forRosenfield served as a legal consultant to Geron and be responsible for newcommencing in October 2011.

    In September 2012, Andrew J. Grethlein, Ph.D., was appointed Executive Vice President, Technical Operations.

    In December 2012, Craig C. Parker was appointed Senior Vice President, Corporate Development. Prior to his appointment, Mr. Parker served as a business opportunities and investor relations for the Company.development consultant to Geron commencing in September 2012.

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    This Compensation DiscussionContemporaneously with Mr. Cooper’s departure from Geron in December 2012 in conjunction with the 2012 restructuring, Olivia K. Bloom was appointed Senior Vice President, Finance, Chief Financial Officer and Analysis section discusses our executive compensation policies and programs and the compensation decisions made in 2011 for theTreasurer.

    The following executive officers are collectively referred to herein as the “NamedNamed Executive Officers”:Officers:

• Dr. John A. Scarlett, President and Chief Executive Officer (appointed as Chief Executive Officer inSeptember 2011and additionally, as President in January 2012);
   
• Ms. Olivia K. Bloom, Senior Vice President, Finance, Chief Financial Officer and Treasurer;
  
• Mr. David L. Greenwood,Graham K. Cooper, former Executive Vice President, Finance, and Chief Financial Officer;
  
• Dr. Andrew J. Grethlein, Executive Vice President, Technical Operations and Acting Head of Research;
   
• Dr. Stephen M. Kelsey, Executive Vice President, Head of Research & Development, and Chief MedicalOfficer;
  
• Ms. Melissa A. Behrs, Senior Vice President, Strategic Portfolio Management, Product Developmentand Manufacturing;
  
• Dr. David J. Earp, Senior Vice President, Corporate Transactions, and Chief Legal Officer;
  
• Dr. Thomas B. Okarma, former President and Chief Executive Officer;
  
• Dr. Jane S. Lebkowski, former Senior Vice President and Chief Scientific Officer; and
   
• Dr. Katharine E. Spink, former SeniorMr. Stephen N. Rosenfield, Executive Vice President, Alliance ManagementGeneral Counsel and Cell Therapy ProductDevelopment.Corporate Secretary.

Overview of Ourthe Executive Compensation Program

Philosophy & Objectives

    The overall objective of ourthe compensation program is to support our business objectives by attracting, retaining and engaging the highest caliber of employees, including executive officers, and other employees, while maintaining a fiscally responsible position in a highly competitive employment environment. Consistent with this overall objective, the goals of ourthe executive compensation program are to:

• pay appropriate cash and equity compensation to executive officers for retention purposes duringperiods of significant uncertainty (e.g., in 2013, due to the discontinuation of key clinical trials in thesecond half of 2012);
  
• attract and retain executive officers that can capably lead the Company by incentivizing them with competitivecash andnon-cash compensation opportunities;
   
• enable a high performing culture by employing and retaining successful experienced executive officers;
   
• encourage and inspire ourthe executive officers to achieve key corporate strategic and financial objectives byby linking incentive award opportunities to the achievement of individual and corporate goals; and
   
• align the interests of ourthe executive officers with stockholders by motivating executive officers to focus on achievementsthatfocuson achievements that will result in an increase ofin value for our stockholders and reward executive officersexecutiveofficers for excellence inperformance.in performance.

    OurThe Compensation Committee reviews and approves all of ourthe compensation policies relating to executive officers, including salaries, target annual incentive bonuses and equity awards (except for the Chief Executive Officer, whose compensation is approved by the Board), including executive officer salaries, bonus and equity incentive compensation.. As discussed in further detail below, our 2011the 2012 compensation program for ourthe Named Executive Officers (as defined above) consisted of, and was intended to strike an appropriate balance among, base salary, target annual cash incentive bonuses and equity awards. “Total compensation” referred to in this Compensation Discussion and Analysis consists of annual base salary, target annual incentive bonus and equity awards. The Compensation Committee strives to act in the best interestinterests of the CompanyGeron and itsour stockholders, as well as to ensure that the elements of compensation do not, individually or in the aggregate, encourage excessive risk taking.

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Components

    The components of ourthe executive compensation program consist primarily of base salary, annual cash incentive bonuses, equity awards and broad-based benefits. To provide competitive total direct compensation to our executive officers, we utilize a mix of cash (base salaries and annual incentives)incentive bonuses) and long-term incentives (equity awards)

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that are competitive with the market. The Compensation Committee has structured the Company’sour executive compensation program as follows to ensure that our executive officers are compensated in a manner consistent with stockholder interests, competitive pay practices and applicable requirements of regulatory bodies.

•     The Compensation Committee does not have any formal policies for allocating compensation among the various components of compensation. Instead, the Compensation Committee uses its judgment to establish for each Named Executive Officer a mix of current, short-term and long-term incentive compensation, and equity, cash and non-cash compensation, that it believes appropriate to achieve the compensation and corporate objectives described above. However, because we believe it is important to our success to aggressively pursue long-term goals, to avoid excessive risk taking, and to preserve our cash resources, and to further our pay-for-performance philosophy, a significant portion of our Named Executive Officers’ total compensation is comprised of performance-based bonus opportunities and long-term equity awards, which align the executive officers’ incentives with the interests of our stockholders.

  Base Salary.Salary

      Base salaries serve to provide a fixed amount of compensation to our executive officers for performing daily responsibilities and provide stability and security. Base salaries for executive officers are reviewed and determined by the Compensation Committee onanon an annual basis.basis, in consultation with our compensation consultant, based on each executive officer’s responsibilities, individual performance, achievement of corporate and strategic goals and a review of competitive salary and total cash compensation data. Any increases in base salary are based on an evaluation of the individual’s performanceasperformance as well as the individual’s criticality to the Company’sour future plans. Merit increases typically takeeffect as ofon January 1^stof the new fiscaleach calendar year.
  

• Annual Cash Incentives.Annual incentive awards are awarded on a discretionary basis at the end ofeach year in accordance with pre-defined target payouts, the criteria set forth in Geron’s compensationguidelines and based on achievement of corporate and individual goals. The Board approves any change in base salary for the Chief Executive Officer based upon recommendation from the Compensation Committee.

      We generally aim to ensure that the base salaries and total compensation (comprised of base salary, target annual incentive bonus and equity awards) for our executive officers, including the Named Executive Officers, are maintained at competitive levels, which levels are generally targeted, on average, at the 50^th to the 60^th percentile of peer group market data for executive officers in comparable positions with similar responsibilities. The Compensation Committee believes this is appropriate because competition for executive talent is intense in our industry and in our geographic area and continued leadership from our executive officers is deemed critical to our success.

  Annual Incentive Bonuses

      Under our annual incentive bonus program, every employee, including executive officers, has an established annual incentive bonus target, which is equal to a percentage of the employee’s base salary. This percentage increases with increasing level of responsibility and title. Each employee’s actual earned annual incentive bonus, if any, is calculated based on: (1) corporate goal achievement (corporate goal achievement factor), (2) individual performance achievements (individual performance factor) and (3) support of corporate values (the corporate values performance factor). For more senior employees and executive officers, the weighting of corporate goal achievement has greater influence on the annual incentive bonus, as performance from these individuals has a larger impact on performance toward corporate goal achievement. This program is designed to create a direct link between executive compensation and operational and financial goals to provide motivation for executive officers to implement strategic initiatives intended to meet or exceed pre-established corporate goals.

      At the beginning of each year, the Chief Executive Officer presents the annual corporate goals, which generally relate to our operational and financial performance, and recommends weightings for each goal to the Compensation Committee and the Board. The weighting for each corporate goal depends on its importance and business value for Geron and our stockholders. The Board approves the corporate goals and weightings.

      As part of the annual year-end performance review process, the Compensation Committee, taking into consideration recommendations from the Chief Executive Officer, evaluates our overall achievement of the corporate goals during the preceding year and other significant company accomplishments, while taking into consideration the degree of difficulty in achieving the corporate goals and any particular events or circumstances that impacted performance. The corporate goal achievement factor ranges from 0 to 1.0 and is approved by the Board upon recommendation from the Compensation Committee based upon the Board’s assessment of Company achievement of annual corporate goals.

  
  
  
  

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•     The Chief Executive Officer presents to the Compensation Committee written assessments of the performance and achievements, including support of the corporate values, of each of the executive officers (other than himself) for the prior year and recommends the individual performance factor and corporate values performance factor for each executive officer (other than himself). The Compensation Committee reviews and approves the individual performance factor and the corporate values performance factor for each of the executive officers. The Compensation Committee and Board review and approve the individual performance factor and corporate values performance factor used in the calculation of an annual incentive bonus, if any, for the Chief Executive Officer. The corporate values performance factor ranges from 0 to 1.0. The individual performance factor ranges from 0 to 1.30, and this is the only factor that may increase an annual incentive bonus above the annual target incentive bonus percentage for any employee, including the Named Executive Officers. The Compensation Committee has the discretion to approve an individual performance factor above 1.30 upon evaluation of appropriate criteria. There are no minimum or guaranteed bonus payments for employees, including the Named Executive Officers.

  Equity Incentive Compensation.Awards

  Long-term incentive awards, comprised of stock option grants andrestricted stock    Equity awards are designed to encourage high performance by and long-term investment by ourtenure for executive officers,thereby strongly aligning executives’executive officers’ interests with the interests of our stockholders. ToWe have granted equity awards in the form of stock options and restricted stock awards. Additionally, to further ourcompensationthe compensation philosophy of linking long-term compensation with performance, the CompensationCommitteeCompensation Committee granted performance-based restricted stock awards (PSAs) in 2010 and 2011 to certainemployees,certain employees, including our executive officers, and members of theour Board. The vesting for these PSAs isbasedis based on the achievement of certain specific corporate objectives andor market price thresholds of our Common Stock. These PSAs either will not vest at all or will vest 100% upon achievement of the specifiedperformance criteria or market price threshold, as certifiedapplicable, upon certification of achievement by the Compensation Committee.
  

• Broad-Based Benefits.Benefit programs As of December 31, 2012, the PSAs remain subject to vesting if the corporate objectives or market price thresholds are offeredattained prior to July 9, 2013 or June 30, 2014, as applicable.

      Stock option grants and restricted stock awards (including PSAs) from the 2002 Equity Incentive Plan and 2011 Incentive Award Plan encourage employee ownership in Geron, link pay with performance and align the interests of stockholders and employees. Primarily through sustained growth by and positive price per share performance in our stock, will employees, including the Named Executive Officers, be able to realize gains from equity-based awards. The Compensation Committee determines the size of any stock option grant and restricted stock award according to each executive officer’s position, and sets a level it considers appropriate to create an opportunity for reward predicated on increasing stockholder value. The Compensation Committee also takes into account each Named Executive Officer’s recent performance history, his or her potential for future responsibility, and criticality of his or her work. Other factors may include equity awards previously granted, the amount of actual versus theoretical equity value per year that has been derived to date by the individual, the current actual value of the unvested equity grants for each individual, the percentage of stock option grants with exercise prices greater than Geron’s stock price and the number of stock option grants that have expired unexercised as a result of market conditions. The Compensation Committee has the discretion to give relative weight to each of these factors. There is no set formula for the granting of stock options or other equity awards to employees, including the Named Executive Officers. For non-executive employees, the Chief Executive Officer and other executive officers determine the size of any stock option grant or restricted stock award according to each position and/or the individual’s past performance and criticality of the individual’s work.

      The Compensation Committee grants equity awards to newly hired and existing executive officers, except the Chief Executive Officer, with respect to whom the Board determines equity awards based on the recommendation of the Compensation Committee. The Compensation Committee has discretion regarding the subsequent date upon which awards are effective. Our general policy is to grant stock options and other equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates. All required approvals are obtained in advance of or on the actual grant date. We grant our stock options and other equity awards independent and irrespective of the existence of any favorable or unfavorable news or developments known or disclosed by us prior or after such granting.

  
  
  
  

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      The exercise price of all stock option grants is equal to the closing price of Geron common stock as reported by the NASDAQ Global Select Market on the date of grant, so employees and executives who receive stock option grants do not realize any compensation from such options unless the stock price increases above the exercise price. In this manner, the interests of our stockholders, and employees and executive officers during their employment, are aligned for the long-term success of Geron.

      Geron’s standard vesting schedule for the first stock option grant awarded to newly hired employees, including executive officers.Theseofficers, provides that 12.5% of the shares granted will vest six months after the date of the grant, and the remaining shares will vest in equal monthly installments over the following 42 months so that vesting is complete four years from the date of grant, provided the employee continues to provide services to the Company during that time. Additional option grants made after an employee, including an executive officer, has provided services to the Company for more than 6 months generally vest monthly from the date of grant over four years.

  Broad-Based Benefits

      Benefit programs include a variety of health insurances,insurance plans, 401(k) plan with Company matching, Employee Stock Purchase PlanandPlan and flexible spending 125 cafeteria plan covering health and dependent care services. These benefits are offered to all employees, including executive officers. We currently donotdo not offer pension or other retirement benefits to employees. Executive officers receive limited perquisitesconsisting of tax and financial planning services, andCurrently, Dr. Scarlett receives housing and travelreimbursementtravel reimbursement for the commute from his principal residence in Texas.

Role of the Compensation Committee

    The Compensation Committee acts on behalf of the Board with respect to overseeing our compensation policies and programs and in determining compensation for executive officers.officers, including the Named Executive Officers. Compensation Committee members are independent of the Company’s management and undermeet the NASDAQ listing standards.standards for independence. Typically, the Compensation Committee meets at least once quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation withChief Executive Officer, Senior Director of Human Resources, General Counsel and Radford. The Compensation Committee also meets in executive session. The Compensation Committee exercises independent judgment in allocating between cash and non-cash, and equity, compensation. In setting the annual level of cash and equity compensation for our executive officers, the Compensation Committee typically considers various factors. Thesefactors, which include: corporate performance, our achievement toward meeting annual corporate goals, each executive officer’s individual performance, the criticality of each executive officer’s skill set, and market data for our industry and defined peer group, and each executive officer’s tenure.group. Each of these factors is balanced against the Company’sGeron’s ability to award cash and equity incentives. The Compensation Committee has the authority to retain special counsel and other experts, including compensation consultants such as Radford, to support their responsibilities in determining executive officer compensation and related programs. In addition,Since December 2011, the Compensation Committee may receivehas retained Radford as its independent compensation consultant for their extensive analytical and consulting work in the biotech/pharmaceutical industry. In this capacity, Radford provided documentary support, including industry data from third-party salary survey sources, such as Radford.and recommendations related to cash and equity compensation for executive officers and members of the Board.

    The Compensation Committee received information from Radford about potential conflicts of interest and has analyzed whether the work of Radford as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to Geron by Radford or any other AON Hewitt Company; (ii) the amount of fees Geron paid to Radford or any other AON Hewitt Company as a percentage of the firm’s total revenue; (iii) Radford’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Radford, any other AON Hewitt Company or the individual compensation advisors employed by Radford with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any Geron common stock owned by the individual compensation advisors employed by Radford. Based on these factors, the Compensation Committee determined that there were no conflicts of interest with respect to Radford providing services to the Compensation Committee.

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    The Compensation Committee reviews, and thereafter recommends to the Board, both the establishment and achievement of annual corporate goals for the annual incentive bonus program. The Board considers the recommendations of the Compensation Committee and may modify such recommendations before approval, or approve them as made. To aid the Compensation Committee in its responsibilities, the Chief Executive Officer, with input andthe assistance byfrom the General Counsel and senior human resources personnel,Senior Director of Human Resources, provides the Compensation Committee with a variety of information, including analyses and recommendations relating to the Company’s performance,achievement of our annual corporate goals, individual performance of executive officers and cash and equity compensation recommendations for every employee, including alleach executive officers.officer. The Chief Executive Officer does not participate in the Compensation Committee’s or Board’s deliberations or decisions with regard to his own compensation, which must be approved by the Board.

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    At the Compensation Committee’s request, the The Chief Executive Officer reviews the performance of the other executive officers with the Compensation Committee. The Compensation Committee but nodoes not consult with any other executive officer has any input intowith regard to its decisions concerning compensation for executive compensation decisions. Theofficers. In making such decisions, the Compensation Committee gives considerable weight to the Chief Executive Officer’s performance evaluations of the other executive officers, since he has direct knowledge of each executive’sthe criticality of their work and performance and contributions.

    In 2011, the Compensation Committee reviewed independent survey data, such as the Radford Global Life Sciences compensation survey. The Compensation Committee also reviewed publicly available data from companies with which Geron competes for talent, which included Gilead Sciences, Inc.; Biogen Idec, Inc.; Affymax, Inc.; Amylin Pharmaceuticals Inc. and BioMarin Pharmaceuticals, Inc.

    The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable publicly held companies. Therefore, in December 2011, the Compensation Committee determined that a definitive group of peer companies was necessarydesirable to provide benchmarks in connection with 2012 executive officer, employee and non-employee director compensation matters andmatters. Accordingly, the Compensation Committee engaged Radford, to recommendwho recommended a comparable peer group.group for 2012. Based on Radford’s recommendations, the Compensation Committee approved a specific peer group in January 2012.2012 to benchmark executive officer compensation. This peer group which the Committee uses to review executive officer compensation, consistsconsisted of 19 publicly traded, U.S-based biotechnology/pharmaceutical companies. The majority of these companies are pre-commercial in nature, and havewere not commercial, had market capitalizations between $110 million and $430 million, headcount rangeranges from 90 to 350 employees and research and development expenditures that rangeranging from $30 million to $125 million. These parameters represented one-half of, to two times, those of Geron.Geron at the time the peer group was constructed in January 2012. The companies comprising ourthe 2012 peer group are:were:

    In 2012, the Compensation Committee’s general market positioning strategy, in consultation with Radford, was to target total compensation (consisting of base salary, target annual incentive bonus and equity awards) for our Named Executive Officers to be at the 50^th to 60^th percentile of the Radford peer group market data for each Named Executive Officer’s position. However, the Compensation Committee retained the ability to set the individual components or total compensation for an individual Named Executive Officer to be above or below the positioning target based on factors such as experience, performance achieved, specific skills or competencies, the desired pay mix (e.g., cash versus equity) and our budget. The peer group market data the Compensation Committee examined was provided by Radford and consisted of publicly filed compensation information from our peer companies as well as internal Radford survey data regarding our peer companies. The Compensation Committee believes this market positioning strategy was necessary and appropriate in order to attract and retain top executive talent in the competitive environment in which we operate.

2012 Advisory Vote on Executive Equity Compensation

    Stock option grants and restricted stock awards (including performance-based restricted stock awards)In 2012, we sought an advisory vote from our stockholders regarding our executive compensation program. Approximately 62% of votes cast supported the 2002 Equity Incentive Plan and 2011 Incentive Award Plan encourage employee ownership in Geron, link pay with performance and align interests of stockholders and employees. Without sustained growth and positive stock price performance, all our employees, including the executive officers, carry the risk that they will not be able to realize significant gains from their equity-based awards.program. The Compensation Committee determinesconsiders the sizeresults of any stock option grantthe advisory vote as it completes its annual review of each pay element and restricted stock award accordingthe compensation packages provided to eachour Named Executive Officers and other executive officer’s position within the Company and sets a level it considers appropriate to create an opportunity for reward predicated on increasing stockholder value.officers. The Compensation Committee takes into account each executive officer’s performance historyconsidered the 2012 say-on-pay vote and his or her potentialdid not make any significant changes for future responsibility and promotion. Other factors include long-term incentives previously granted, the amount of actual versus theoretical equity value per year that has been derived to date by the individual, the current actual value of the unvested equity grants for each individual, the percentage of stock option grants with exercise prices greater than the Company’s stock price and the number of stock option grants that have expired unexercised2012 as a result of market conditions. The Compensation Committee has the discretion to give relative weight to each of these factors. There is no set formula for the granting of stock options or other equity awards to individual executive officers or employees.

Equity Grant Practices and Vesting Conditions

    In 2011, stock option grants to newly hired employees were made on the third Wednesday of the month following the new employee’s hire date, except for Dr. Scarlett, where the Board granted his stock option on the date of his appointment as Chief Executive Officer. To facilitate stock option grants to newly hired employees, the Compensation Committee authorized the Stock Option Committee to approve individual grants of equity awards up to 100,000 shares to non-executive employees. Equity awards greater than 100,000 shares or for executivevote.

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officers are approved by    The Compensation Committee believes that our compensation program appropriately provides competitive compensation for performance, which effectively incentivizes our Named Executive Officers to maximize shareholder value and encourages long-term retention. The Compensation Committee will continue to consider the Compensation Committee. In 2011, the sole members of the Stock Option Committee were Dr. Okarma, Mr. Greenwood and Dr. Scarlett (beginning in September 2011). In 2012, Mr. Cooper joined Dr. Scarlett as a member of the Stock Option Committee. The exercise price of all stock options is equal to the closing price of Geron Common Stock as reported by the NASDAQ Global Select Market on the date of grant so that the recipient will not earn any compensation from his or her options unless our share price increases above the exercise price; thus aligning the interestsoutcome of our stockholders,say-on-pay votes and our employees and executive officers, during their employment, for the long-term success of the Company. Geron’s standard practice is to grant options that vest monthly over four years from the date of grant, provided the employee continues to provide services to the Company.

    Annual equity awards to all employees, including executive officers, are typically granted on the same date of the Annual Meeting of Stockholders, which is also the date that non-employee board members receive their equity awards in accordance with the 2006 Directors Plan. The exercise price for the annual stock option grants is equal to the closing price of Geron Common Stock as reported by the NASDAQ Global Select Market on the date of grant and the vest schedule is monthly over four years from the date of grant, provided the employee continues to provide services to the Company. For restricted stock awards, the vesting schedule is typically annually over four years from the date of grant, provided the employee continues to provide services to the Company.

2011 Corporate Performance

    Each year, the Chief Executive Officer presents corporate goals to the Compensation Committee and Board, and the Board approves the goals and assigned weightings. Achievement of these goals impact payouts under our cash incentive program. The weightings for each corporate goal vary year-to-year depending on its importance and business value for the Company and for our stockholders. As part of the annual year-end performance reviews for executive officers, the Compensation Committee (with input from the Chief Executive Officer) evaluates the Company’s overall performance for the given year with respect to the corporate goals and other significant Company performance accomplishments, while taking into consideration the degree of difficulty in achieving the goals and any particular events or circumstances that impacted performance. For 2011, the Compensation Committee evaluated the status of Geron’s development programs, clinical progress and corporate development activities. This necessarily involved a subjective assessment of corporate performance by the Compensation Committee. Moreover, the Compensation Committee did not base its considerations on a single performance area, but rather considered the entire mix of accomplishments, challenges and efforts in evaluating Company performance and recommending a corporate performance factor to the Board for their approval. The table below summarizes our corporate performance, including weightings and our Compensation Committee’s and Board’s assessment of Company performance that was used to calculate the overall corporate performance factor of 75% for 2011.

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    Highlights of 2011 accomplishments taken into account by the Compensation Committee and Board in determining overall achievement of the corporate goals and by the Compensation Committee in determining individual performancestockholder views when making future compensation decisions for the Named Executive Officers, included the following:Officers.

Clinical Development

• Patient enrollment ahead of projections for both Phase 2 clinical trials of imetelstat in solid tumors.
  
• Preliminary assessment of hematologic and pharmacodynamic biomarkers in Phase 2 clinical trial ofimetelstat in essential thrombocythemia.
  
• Patient enrollment behind projections for both Phase 2 clinical trials of imetelstat in hematologicalmalignancies.
  
• Patient enrollment on track for Phase 1 clinical trial of GRNOPC1 in acute spinal cord injury.
  
• Initiation of Phase 2 clinical program for GRN1005 with the launch of two clinical trials in patientswith brain metastases.

Product Development

• Positive in vivo efficacy data for new molecular entities in oncology research.
  
• Preclinical large animal safety and efficacy study for GRNCM1.
  
• Technical challenges with preclinical large animal safety and efficacy study for GRNCHND1.

Corporate Development

• $25 million in funding awarded under California Institute for Regenerative Medicine (CIRM) loan.
  
• Lack of funding from private sources.

Administration

• Management of cash burn to be less than $65 million in 2011.

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Additional Accomplishments

• Significant organizational re-alignment aimed at achieving: a) defined executive leadership roles andresponsibilities and b) increased leveraging of development expertise and synergies/efficiencies to berealized from integrated functional and team structures across all Geron programs.
  
• Comprehensive program evaluation resulting in decision to focus exclusively on oncology programs inorder maximize financial resources to achieve near-term value inflection points for stockholders.

20112012 Compensation Decisions

Base Salaries

    Consistent    The following 2012 base salaries for the Named Executive Officers were effective as of January 1, 2012 or the Named Executive Officer’s subsequent date of commencement of employment with practices in 2009 and 2010, no adjustmentsus, as applicable. Adjustments to the 2011 base salaries were made to incumbentin recognition of an executive officer base salaries in 2011, except for Mr. Greenwood, who received an annual base salary of $500,000 with his appointment to Presidentofficer’s individual achievements and Interim Chief Executive Officer in February 2011.

    In September 2011, Dr. Scarlett was appointed Chief Executive Officer and a director of the Company. In accordance with the terms of his negotiated employment agreement, Dr. Scarlett receives an annual base salary of $550,000. In January 2012, the Board appointed Dr. Scarlett as President, and he receives no additional compensation for this appointment.

Annual Cash Incentives

    We have established a bonus structure for all employees, including executive officers, that provides bonuses depending on whether we achieve pre-established corporate goals related to operational and financial performance, as well as achievement of individual objectives. By using an appropriate amount of performance-based compensation, we believe our bonus structure creates a direct link between executive compensation and operational and financial performance to provide further motivation for our executive officers to implement strategic initiativeswhen necessary, in order to meetalign his or exceed pre-established corporate goals. Every employee, including executive officers, has an established potential award, which is equal to a percentageher compensation with the peer group market data provided by Radford. With the exception of Ms. Bloom and Dr. Kelsey, the employee’sNamed Executive Officers’ 2012 base salary. The percentage increases with increasing ranksalaries represent those salaries set forth in the Company. The bonus targetstheir employment agreements and were determined based on peer group market data for executive officers in similar positions and negotiations in connection with their commencement of employment, as applicable.

    Dr. Scarlett’s base salary was not increased in 2012 and was consistent with his September 2011 employment agreement with us. Ms. Bloom’s base salary was increased 6.25% in 2012 as a result of a merit increase and because her 2011 base salary was at approximately the 25^th percentile of the market data. After such increase, Ms. Bloom’s 2012 base salary approximated the 50^th percentile of the market data. Dr. Kelsey’s base salary was increased 3.75% in 2012 as a result of a merit increase. After such increase, Dr. Kelsey’s 2012 base salary was at approximately the 60^th percentile of the market data. Dr. Scarlett, Mr. Cooper, Dr. Grethlein and Mr. Rosenfield’s 2012 base salaries represented approximately the 50^th to 60^th percentile of the market data.