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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 ofapply the SEC rulerules from the United States Securities and Exchange Commission (the “SEC”) that allowsallow 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 20112014 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 2014 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

  ●	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 thesubject 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.
  ●	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 and put the 12-Digit Control Number located in your Notice in the subject line.

  Who can vote at the Annual Meeting?

  Only holders of record at the close of business on March 20, 201223, 2015 (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 157,845,799 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:

  	Proposal 1		To elect threethe two nominees for director named in this Proxy Statement to hold office as Class I members of our Board named herein to each serve for a three-year term;
  	of Directors until the 2018 annual meeting of stockholders;
  	Proposal 2		To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 to 300,000,000 shares;
  	Proposal 3		To approve, on a non-binding,an advisory vote basis, the compensation of theour named executive officers, as disclosed in this Proxy Statement; and
  	Proposal 43		To ratify the appointmentselection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.2015.

  
  

  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” the proposal or “Against” the proposal or abstain“Abstain” from voting.voting on the proposal.

  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 the 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 the named executive officers asdisclosed in this Proxy Statement (Proposal 3); and
    
  • FOR the ratification of the appointment of Ernst & Young LLP as our independent registered publicaccounting firm for the year ending December 31, 2012 (Proposal 4).

  ●	FOR the nominees to the Board of Directors (Proposal 1);
  ●	FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement (Proposal 2); and
  ●	FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 (Proposal 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.proposals. 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, 2012,23, 2015, 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, 2012,23, 2015, 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 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.

  
  
  
  

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  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 Materialsor your proxy card (if you received a printed copy of the proxy materials). Votes submitted through theInternet must be received by 11:59 p.m., Eastern Time, on May 16, 2012.
    
  • By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours aday, seven days a week. You will need the 12-Digit Control Number included on your Notice of InternetAvailability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials). Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on May 16, 2012.
    
  • 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 asit appears on the proxy card. Proxy cards submitted by mail must be received no later than May 16, 2012to be voted at the Annual Meeting.
    
  • During the Annual Meeting. Instructions on how to vote while participating in our Annual Meetinglive via the Internet are posted at www.virtualshareholdermeeting.com/geron2012.

  ●	Via the Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 12-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on May 17, 2015.
  ●	By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 12-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials). Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on May 17, 2015.
  ●	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 postage-paid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than May 17, 2015 to be voted at the Annual Meeting.
  ●	During the Annual Meeting. Stockholders may also submit their vote if they attend the meeting in person.

  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 20122015 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 and the 2014 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.

  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.

  
  
  
  

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  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.

  Proposal
  Number		Proposal			Vote Required
  1		To elect threethe two nominees for director named in this Proxy Statement to hold office as Class I members of our Board named herein to each serve for a three-year term.of Directors until the 2018 annual meeting of stockholders.		The threetwo nominees receiving the most “For”“FOR” votes (from the holders of shares presentproperly cast in person or represented by proxy and entitled to vote on the election of directors) will be elected. Only votes “FOR” or “WITHHOLD” will affect the outcome.outcome of the vote.
  2		To approve, on an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 200,000,000 to 300,000,000 shares.		The affirmative vote of the holders, either present in person or represented by proxy, of at least a majority of our outstanding shares of Common Stock. Abstentions and broker non-votes, if any, will be treated as votes against this proposal.
  3		To approve, on a non-binding, advisory vote basis, the compensation forof our named executive officers, as disclosed in this Proxy Statement.			The affirmative vote of the holders of a majority of the votes castshares present or represented, in person or 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. However, this proposal is advisory and non-binding upon us.
  4 3		To ratify the appointmentselection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.2015.		The affirmative vote of the holders of a majority of the votes castshares present or represented, in person or 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.

  
  

  Although the election of directors at the Annual Meeting is uncontested and directors are elected by a plurality of votes cast, and we therefore expect that each of the named nominees for director will be elected at the Annual Meeting, under our Corporate Governance Guidelines, any nominee for director is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director (in an uncontested election) receives a greater number of “WITHHOLD” votes from his or her election than votes “FOR” such election. In such case, the Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. For more information on this policy see the section entitled “Corporate Governance Matters – Corporate Governance Guidelines”.

  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”

  
  
  
  

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  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 appointmentselection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20122015 (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 existoccur in

  
  
  
  

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  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 Certificate 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.2.

  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, date 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, 2012 will be counted; participating in the Annual Meeting live via the Internet and voting again; or delivering a written revocation to our Corporate Secretary at Geron’s offices, 230 Constitution Drive,Menlo Park, California 94025, before the Annual Meeting. Table of Contents
    ●	submitting a later-dated vote by telephone or via the Internet — only your latest Internet or telephone proxy received by 11:59 p.m., Eastern Time, on May 17, 2015 will be counted;
    ●	attending the Annual Meeting in person and voting again; or
    ●	delivering a written revocation to our Corporate Secretary at Geron’s offices, 149 Commonwealth Drive, Suite 2070, Menlo Park, California 94025, before the Annual Meeting.

    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, 2014, 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

    
    
    
    

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    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 2014 Annual Report on Form 10-K on our website at www.geron.com as well as www.proxyvote.com.

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

    Preliminary voting results will be announced at the 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 card 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, by 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, 2012,8, 2015, 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 (the “Exchange Act”). However, if our 20132015 Annual Meeting of Stockholders is not held between April 17, 201318, 2016 and June 16, 2013,17, 2016, then the deadline will be a reasonable time prior to the time we begin to print and mailsend our proxy materials.

    If you wish to bring a proposal before the stockholders or nominate a director at the 20132016 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, 201319, 2016 and not later than the close of business on February 17, 2013.18, 2016. However, if our 20132016 Annual Meeting of Stockholders is not held between April 18, 2016 and July 17, 2013 and June 16, 2013,2016, then the deadline will be the 90^th day prior to the 2016 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 20132016 Annual Meeting of Stockholders was made or the day thefirst made. 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 20132016 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 Contentsproxy statement. For additional discussion, refer to the section entitled “Stockholder Nominations and Proposals for 2016 Annual Meeting” on page 54.

    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 2014 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

    
    
    
    

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    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 2014 Annual Report on Form 10-K or the Notice to any stockholder who 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 Statementproxy statement and annual report at the stockholder’s household and would like to receive a single copy of the Proxy Statementproxy 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 20122015 ANNUAL MEETING

    PROPOSAL 1

    ELECTION OF DIRECTORS

    Board Structure

    Our Board currently consists of eight members, seven of whichwhom are “independent,” as that term is defined by NASDAQ Rule 5606(a)5605(a)(2). On March 3, 2015, Thomas Hofstaetter, Ph.D., notified the Board of his decision to retire from our Board at the end of his term on the date of the Annual Meeting. Upon his departure, the size of our Board will be reduced to, and our Board will be comprised of, seven members, six of whom are “independent,” as that term is defined by NASDAQ Rule 5605(a)(2).

    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 I directors will expire at the Annual Meeting in May 2012, and three nominees for director are to be elected2015. Effective as Class I directors. The three nominees areof the date of the Annual Meeting, Thomas Hofstaetter, Ph.D., currently a Class I director, will retire from the Board. The remaining two Class I nominees, John A. Scarlett, M.D., and Robert J. Spiegel, M.D., FACP.FACP, are currently serving as our directors. Proxies may only be voted for the two Class I directors nominated for election at the Annual Meeting. The Class II directors, Edward V. Fritzky, Hoyoung Huh, M.D., Ph.D., and Thomas D. Kiley, Esq.,Daniel M. Bradbury, have one year remaining on their terms of office. The Class III directors, Karin Eastham, and V. Bryan Lawlis, Ph.D., and Susan M. Molineaux, Ph.D., 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
    20152018 Annual Meeting

    The Board has selected threetwo nominees for Class I directors, allboth of whom are currently directors of Geron and were previously elected by the Company.stockholders.

    Set forth below is a brief biography of each nominee for Class I director, including their ages, the periods during which they have served as a director of Geron, and information furnished by them as to principal occupations and public company directorships held by them. The three candidates receiving the highest number of affirmative votesbiographies below also include a discussion of the shares representedspecific experience, qualifications, attributes or skills of each nominee that led the Nominating and entitledCorporate Governance Committeeand the Board to vote atconclude, as of the Annual Meeting will be elected asdate of this Proxy Statement, that each nominee for Class I directors of the Company. 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 empowereddirector should continue 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.

        Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. In the event that any nominee should be unavailable for electionserve as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as Geron may propose.director. 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 nominees for Class I director, the periods during which they have served as a director of the Company, and information furnished by them as to principal occupations and directorships held by them in corporations whose shares are publicly registered.

    Class I DirectorsDirector Nominees (Term Expiring at the 20152018 Annual Meeting)

    Name			Age		Principal Occupation/Position with the Company
    Thomas Hofstaetter, Ph.D.			63		Former President and Chief Executive Officer, VaxInnate Corporation
    John A. Scarlett, M.D.			6164		President and Chief Executive Officer
    Robert J. Spiegel, M.D., FACP			6265		Independent DirectorChief Medical Officer, PTC Therapeutics, Inc.

    
    

    Thomas Hofstaetter, Ph.D.,has served as a director of the Company 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 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. Wyeth merged with Pfizer, Inc. in October 2009. 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 be nominated 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 globalan 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 biopharmaceutical 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 received hisholds a B.A. degree in chemistry from Earlham College and aan M.D. from the University of Chicago, Pritzker School of Medicine.

    As the only management representative on the Board, Dr. Scarlett brings an insider’smanagement’s perspective into board discussions about theGeron’s business and strategic direction of the Company.direction. In addition, the Board believes Dr. Scarlett’s medical background and extensive drug development experience, which provides substantial understanding of ourpotential clinical product candidates, qualifyingopportunities, qualifies Dr. Scarlett to be nominated as a director.

    Robert J. Spiegel, M.D., FACP, has served as a director of the CompanyGeron since May 2010. Dr. Spiegel currently serves as Chief Medical Officer of PTC Therapeutics, Inc., a biopharmaceutical company focused on the development and commercialization of treatments for rare and neglected disorders. He is also a director of TalonEdge Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a biopharmaceutical oncology company Clavis Pharma ASA,focused on products for acute, fatal or debilitating conditions; Sucampo Pharmaceuticals, Inc., a pharmaceuticalglobal biopharmaceutical company based in Oslo, Norway,focused on the development and commercialization of medicines to treat gastrointestinal, ophthalmic, and oncology-based inflammatory disorders; and Avior Computing Corporation, a

    
    
    
    

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    governance risk and compliance process technology company. He also is an Associate Fellow at the University of Pennsylvania Center for Bioethics and an Associate Professor at the Weill Cornell Medical School. 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 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, and 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 Yale University and aan 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, qualifyingimetelstat, and qualifies Dr. Spiegel to be nominated as a director.

    
    
    
    

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    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 willelected as a Class I director of Geron. 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 if authority to do so ison this proposal and will not withheld,be counted in determining the number of shares necessary for the election of the three 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 brokerelection. 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. 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 our Nominating and Corporate Governance Committee and Board may propose.

    Although the election of directors at the Annual Meeting is uncontested and directors are elected by a plurality of votes cast, and we therefore expect that each of the named nominees for director will be elected at the Annual Meeting, under our Corporate Governance Guidelines, any nominee for director is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee if such nominee for director (in an uncontested election) receives a greater number of “WITHHOLD” votes from his or her election than votes “FOR” such election. In such case, the Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. For more information on this policy see the section entitled “Corporate Governance Matters – Corporate Governance Guidelines”.

    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 Committee and the Board to conclude, as of the date of this Proxy Statement, that the applicable director should continue to serve as a director.

    Class II Directors (Term Expiring at the 20132016 Annual Meeting)

    Name			Age		Principal Occupation
    Edward V. Fritzky			61		Former Chairman, Chief Executive Officer and President, Immunex Corporation
    Hoyoung Huh, M.D., Ph.D.		45	42	Independent Director
    Daniel M. Bradbury		53		Chairman of the Board; Chairman, Cytomx Therapeutics, Inc.
    Thomas D. Kiley, Esq.			68		Attorney-at-lawIndependent Director

    
    

    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 ashas been the Chairman of the Board since September 2011, served as our interim Executive Chairman from February 2011 to September 2011, and has served as a director of the CompanyGeron since May 2010. He is Chairman of the board of directors of CytomxCytomX Therapeutics, Inc., an emerging medical technology company, andcompany. Dr. Huh also is a director of AntriaBio, Inc., a biopharmaceutical company focused on developing novel therapeutic products for the diabetes market. Additionally, Dr. Huh serves on the boards of directors of several privately-held companies. Dr. Huh served as a director of ADDEX Pharmaceuticals, a pharmaceutical discovery and development company.company, from May 2011 to May 2014. 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 of BiPar and Sanofi-Aventis, 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

    
    
    
    

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    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. Prior to Nektar, 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 aan 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 serve as Chairman of the Board.

    Daniel M. Bradbury 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.

    Class III Directors (Term Expiring at the 2014 Annual Meeting)
    Name			Age		Principal Occupation
    Karin Eastham			62		Independent Director
    V. Bryan Lawlis, Ph.D.			60		Independent Director

    
    

    Karin Easthamhas served as a director of the CompanyGeron since March 2009. She currentlySeptember 2012. He also serves as a director for Amylin Pharmaceuticals, Inc., a biopharmaceutical company focused on peptide hormone drug candidates formember of the treatmentboards of diabetes, obesity and other metabolic diseases;directors of Illumina, Inc., a manufacturer of life-science tools and integrated systems for the analysis of genetic variation and biological function; Corcept Therapeutics, a company focused on the discovery and development of drugs that regulate the effects of cortisol; BioCon Ltd., a company focused on reducing therapy costs of chronic diseases like diabetes, cancer and autoimmune diseases; and BioMed Realty, a real estate investment trust focused on providing real estate to the life science industry, as well as being a member of the board of trustees of the Keck Graduate Institute. He also serves on the University of California San Diego, Rady School of Management’s Advisory Council, Investor Growth Capital Advisory Board and the BioMed Ventures Advisory Committee. Mr. Bradbury served as Chief Executive Officer of Amylin Pharmaceuticals, Inc., a biopharmaceutical company focused on diabetes and metabolic disorders, from March 2007 until its acquisition by Bristol-Myers Squibb Company in August 2012. Mr. Bradbury served as Amylin’s President from June 2006 until March 2007, as Chief Operating Officer from June 2003 until June 2006, as Executive Vice President from June 2000 until June 2003 and in other positions in corporate development and marketing from 1994 until 2000. In addition, Mr. Bradbury served as a member of the board of directors of Amylin from June 2006 until August 2012. Prior to joining Amylin, he spent ten years at SmithKline Beecham Pharmaceuticals, a pharmaceutical company, holding a number of sales and marketing positions. He received a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom.

    The Board believes that Mr. Bradbury’s extensive experience in the biopharmaceutical industry, together with his experience in the research, development and commercialization of pharmaceutical drug products, qualifies Mr. Bradbury to serve as a director.

    Class III Directors (Term Expiring at the 2017 Annual Meeting)

    Name		Age		Principal Occupation
    Karin Eastham		65		Independent Director
    V. Bryan Lawlis, Ph.D.		63		President and Chief Executive Officer, Itero Biopharmaceuticals LLC
    Susan M. Molineaux, Ph.D.		61		President and Chief Executive Officer, Calithera Biosciences, Inc.

    
    

    Karin Eastham has served as a director of Geron since March 2009. Ms. 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; and Veracyte, Inc., a molecular diagnostics company. Ms. Eastham also served as a director of Trius Therapeutics, Inc., a biopharmaceutical company, focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. She also served asfrom 2009 until its sale in 2013; Amylin Pharmaceuticals, Inc., a director forbiopharmaceutical company, from 2005 until its sale in 2012; 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 for

    
    
    
    

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    She 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.

    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 corporate 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, Coherus Biosciences, a biosimilar-oriented biologics platform company, and several privately-held biotechnology companies. From August 2013 to September 2014, Dr. Lawlis served as a director for KaloBios Pharmaceuticals, Inc., a biopharmaceutical company specializing in customized antibodies for the treatment of human disease. 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 2005,2005; 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 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 Kyprolis), 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 Chairman 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.

    
    
    
    

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    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 ”CorporateCorporate Governance Guidelines”Guidelines that set forth key principles to guide the Board in their exercise of responsibilities and serve the interests of Geron and our Companystockholders. In February 2014, the Board amended the Corporate Governance Guidelines to include provisions whereby any nominee for director would submit an offer of resignation for consideration by the Nominating and stockholders. These guidelinesCorporate Governance Committee of the Board, if such nominee for director in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election. The Nominating and Corporate Governance Committee would then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. Promptly following the Board’s decision, we would disclose that decision and an explanation of such decision in a filing with the SEC or a press release. The current form of the Corporate Governance 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 current and continuing directors, other than Dr. Scarlett, are independent under NASDAQ rules.listing standards. The Board consults with our counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NASDAQ, as in effect from time-to-time.

        There are no family relationships among the executive officers or directors 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, nor 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 officer 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.

    Board Leadership Structure

    One class of the Board is elected annually, and each class of directors stands for election every three years. TheOur Board is comprised of eight directors, one of whom is 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. Commencing on May 18, 2015, the date of the Annual Meeting, our Board will be comprised of seven directors: one non-independent member, Dr. Scarlett, our Chief Executive Officer, and six 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.

    Board Leadership Structure

    The Board has authorized ninean independent Chair, Dr. Huh, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to serve; thereset meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of Geron. As a result, we believe that having an independent Board Chair enhances the effectiveness of the Board as a whole. In addition, we believe that having an independent Board Chair creates an environment that is currently one vacancy.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.

    
    
    
    

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        The role of Chairman of the Board historically has been separate from the Chief Executive Officer of the Company. The Board has determined that its structure is appropriate to fulfill its duties effectively 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, 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 Chairman of the Board, was appointed Lead Independent Director. In September 2011, the Board appointed Dr. Scarlett as Chief Executive Officer, and resumed its previous leadership structure of maintaining solely a Chairman of the Board, Dr. Huh, who no longer serves as an employee.

        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 the Company’s 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.

    
    
    
    

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    Compensation Risk Assessment

        The Compensation Committee annually evaluates the Company’s compensation elements of base salary, annual incentive awards, long-term incentive awards, severance and change in control benefits, other benefits and the Company’s compensation philosophy generally as it relates to all employees. The Compensation Committee reviews the following elements of the Company’s compensation practices that balance the Company’s compensation programs to mitigate the risks associated with the Company’s compensation practices:

    • Performance assessment based upon a mix of individual and corporate achievement.
      
    • Annual incentive awards determined along a range of performance with no minimum payments.
      
    • Utilization of a combination of cash and equity awards to encourage short-term and long-term incentives.
      
    • Absence of employment agreements or contracts that contain multi-year guarantees of salary increases,non-performance-based bonuses or equity compensation.
      
    • Emphasis on pay equity amongst its employees in comparison to internal and external benchmarks.
      
    • No preferential perquisites for any employee sub-set, including executive officers.

        The Compensation Committee has reviewed the Company’s compensation policies and practices as it relates to all employees and has determined that such policies and practices do not present any risks that are reasonably likely to have a material adverse effect on the Company.

    Board Committees and Meetings

    It is Geron’s policy to encourage directors to attend annual meetings of stockholders. All of our current directors attended our 2014 Annual Meeting. During the fiscal year ended December 31, 2011,2014, the Board held 15 meetings and acted by unanimous written consent on two occasions.nine meetings. The Board has an Audit Committee, a Compensation Committee, a Stock Option Committee, and a Nominating and Corporate Governance Committee. During the fiscal year ended December 31, 2011,2014, each of the incumbent directors attended at least 95%75% of the aggregate number of meetings of the Board and the committees on which the director served.served, held during the portion of the last fiscal year for which he or she was a director or committee member.

    Audit Committee

    The Audit Committee, which is comprised of Ms. Eastham, Mr. Bradbury and Messrs. Fritzky and Kiley,Dr. Lawlis, met eightseven times in 2011.2014. All of the members of the Audit Committee are, “independent,”“independent” as that term is definedrequired by NASDAQ Rule 5605(a)5605(c)(2)(A). The Board has determined that all of the members of the Audit Committee are financially literate and that at least one membertwo members of the Audit Committee, Ms. Eastham hasand Mr. Bradbury, have accounting and financial management expertise that qualifies hereach as an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. The Audit Committee’s responsibilities include: (i) recommending the selection of the Company’ssole authority to select, oversee and replace Geron’s independent registered public accounting firm to the Board and pre-approval ofpre-approve any fees paid to such firm, (ii) consulting with the independent auditors with regard to the plan and scope of the annual

    
    
    
    

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    audit of financial statements, (iii) reviewing, in consultation with the independent auditors, their report of the audit or proposed report of the audit, and the accompanying management letter, if any, and (iv) consulting with the independent auditors and management with regard to the adequacy of the Company’sGeron’s internal controls. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ. A copy of the Audit Committee Chartercharter is available on the Internetour website at http://www.geron.com. See more information about the Audit Committee in the Audit Committee report on page 54.50.

    Compensation Committee

    The Compensation Committee, which is comprised of Drs. Hofstaetter, Lawlis (who joined in March 2012) and Spiegel, met seven times in 20112014. Dr. Hofstaetter will retire from the Board and acted by unanimous written consent on seven occasions. Priorthe Compensation Committee, and the Board has appointed Ms. Eastham to his death in November 2011, Dr. Barkas served on the Compensation Committee, in 2011. Eacheach case effective as of the date of our Annual Meeting, and thereafter our Compensation Committee will be comprised of Drs. Lawlis and Spiegel and Ms. Eastham. All of the current members of the Compensation Committee in 2014 are, and Ms. Eastham, who will join the Compensation Committee on the date of the Annual Meeting, is “independent,” as that term is definedrequired by NASDAQ RuleRules 5605(a)(2) and 5605(d)(2). In determining whether Drs. Hofstaetter, Lawlis and Spiegel and Ms. Eastham are independent within the meaning of NASDAQ Rules pertaining to membership of the Compensation Committee, our Board determined, based on its consideration of factors specifically relevant to determining whether any such director has a relationship to us that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, that no member of the Compensation Committee has a relationship that would impair that member’s ability to make independent judgments about our executive compensation.

    The Compensation Committee makesCommittee’s responsibilities include making recommendations concerning salaries and incentive compensation administers theof executive officers, administering Geron’s incentive compensation and benefit plans, of the Company, and performsperforming such other functions regarding

    
    
    
    

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    compensation as the Board may delegate. In addition, the Compensation Committee has authority to administer the 2011 Incentive Award Plan (the “2011 Plan”) and the 2014 Employee Stock Purchase Plan. The Compensation Committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ. A copy of the Compensation Committee charter is available on the Internetour website at http://www.geron.com. The

    Under its charter, the Compensation Committee utilizedhas the sole authority, as it deems appropriate, to retain and/or replace, at Geron’s expense, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors as the Compensation Committee believes to be necessary or appropriate. In this regard, the Compensation Committee has engaged Radford, an Aon Hewitt Company (“Radford”), since December 2011 as a compensation consultantsconsultant in evaluating certain executive compensation in 2011.compensation. For more information aboutregarding the Compensation CommitteeCommittee’s processes and procedures for the consideration and determination of executive compensation, including the role of Radford and our Chief Executive Officer in the determination of executive compensation, see the section entitled “Compensation Discussion and Analysis—Analysis – Role of the Compensation Committee” on page 29.27. With respect to director compensation matters, our Board determines and sets non-employee director compensation. Our compensation arrangements for our non-employee directors, including Radford’s role with respect to such arrangements for 2014, are described under the section entitled “Compensation of Directors.” The charter of the Compensation Committee allows it to delegate responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our certificate of incorporation, Bylaws, NASDAQ rules and Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

    Compensation Committee Interlocks and Insider Participation

    Drs. Barkas, Hofstaetter, Lawlis and Spiegel served on the Compensation Committee for the entire fiscal year ended December 31, 2011(except that Dr. Barkas passed away in November 2011). With the exception of Dr. Barkas’s term as acting President and Chief Executive Officer of the Company from March 1992 until May 1993, not2014. Not one of Drs. Barkas, Hofstaetter, Lawlis or Spiegel is a former or current officer or employee of Geron. Effective on the Company or anydate of its subsidiaries. In March 2012, in connection with his appointment to the Board,Annual Meeting, Dr. Lawlis was appointed toHofstaetter will retire from Compensation Committee, and Ms. Eastham will join the Compensation Committee. Ms. Eastham is not a former or current officer or employee of Geron. None of theour executive officers serves as a member of a compensation committee of any entity that has one or more executive officers serving as a member of the Company’sour Board or Compensation Committee.

    Stock Option Committee

    
    
    
    

        The Stock Option Committee was formed in December 1996 to provide timely option grants to employees and consultants (other than executive officers and directorsTable of the Company) and currently consists of two members, John Scarlett, Geron’s President and Chief Executive Officer, and Graham Cooper, Geron’s Executive Vice President, Finance and Business Development, and Chief Financial Officer. In 2011, the sole members of the Stock Option Committee were Thomas Okarma, David Greenwood and Dr. Scarlett (beginning in September 2011). Concurrently with the Compensation Committee, the Stock Option Committee has limited authority to administer the Company’s 2011 Incentive Award Plan. The Stock Option Committee currently has the authority to grant equity awards for up to 100,000 shares of Common Stock only to employees (other than executive officers and directors of the Company) and consultants in accordance with procedures approved by the Board. The Stock Option Committee acted by written consent on 12 occasions during 2011.Contents

    Nominating and Corporate Governance Committee

    The Nominating and Corporate Governance Committee was renamed in May 2011 in order to expand itsCommittee’s responsibilities to include overseeing all aspects of our corporate governance functions on behalf of the Board; developing, reviewing and recommending to the Board corporate governance guidelines and principles applicable to the Company; andGeron, making recommendations to the Board for candidates to be nominated for election or re-election as a director by the stockholders or by the Board.Board and the corporate governance functions described in the Nominating and Corporate Governance Committee’s charter. The current members of the Nominating and Corporate Governance Committee are Mr. FritzkyMs. Eastham and Ms. Eastham. BothDrs. Molineaux and Huh. The members of the Nominating and Corporate Governance Committee are “independent” as defined in NASDAQ Rule 5605(a)(2). Prior to his death in November 2011, Dr. Barkas served on the Nominating and Corporate Governance Committee in 2011. The Nominating and Corporate Governance Committee met on fourtwo occasions during 2011.2014. The Nominating and Corporate Governance Committee will consider nominees for director nominated by stockholders upon submission in writing to our Corporate Secretary of the names of such nominees in accordance with our Bylaws. Members of the Nominating and Corporate Governance Committee also obtain recommendations for potential directors from their and other Board members’ contacts in our industry, and may from time to time engage a search firm to assist in identifying potential directors. The Nominating and Corporate Governance Committee will investigate, evaluate and interview, as appropriate, a director candidate with regard to his or her individual characteristics as well as how those characteristics fit with the needs of the Board as a whole. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ. A copy of the Nominating and Corporate Governance Committee charter is available on the Internetour website at http://www.geron.com. Specific qualifications and the process for identificationidentifying and recommendation ofrecommending director candidates are provided in more detail under the section entitled “Stockholder Nominations and Proposals for 2016 Annual Meeting” on page 58.

    
    
    
    

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    Code of Conduct

    In 2003, we adopted a Code of Conduct, which is available in its entirety on the Corporate Governance page in the Investor Relations section of our website at http://www.geron.com and to any stockholder otherwise requesting a copy. All our employees, officers, and directors, including the Chief Executive Officer and Chief Financial Officer, are required to adhere to the Code of Conduct in discharging their work-related responsibilities. Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. Amendments to the Code of Conduct, and any waivers from the Code of Conduct granted to directors or executive officers, will also be made available through our website as they are adopted. Accordingly, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at the website address and location specified above.

    In keeping with the Sarbanes-Oxley Act of 2002, the Audit Committee has established procedures for the receipt and handling of complaints received by the Companyus regarding accounting, internal accounting controls or auditing matters. Contact information for the Chairperson of the Audit Committee has been distributed to all employees to allow for the confidential, anonymous submission by itsour employees of concerns regarding accounting or auditing matters.

    Communications with the Board

    Stockholders wishing to communicate with the Board, or with a specific Board member, may do so by writing to the Board, or to the particular Board member, and delivering the communication in person or mailing it to: Board of Directors, c/o Stephen N. Rosenfield, Corporate Secretary, Geron Corporation, 230 Constitution149 Commonwealth Drive, Suite 2070, Menlo Park, CA 94025. All mail addressed in this manner will be delivered to the Chair or Chairs of the Committees with responsibilities touching most closely on the matters addressed in the communication. From time to time,time-to-time, the Board may change the process by means of which stockholders may communicate with the Board or its members. Please refer to our website for any changes to this process.

    
    
    
    

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    COMPENSATION OF DIRECTORS

    Cash Compensation

        During 2011, annual cash compensation for non-employee directors was adjusted to reflectIn March 2014, the change in board leadership structure. In February 2011, with the appointment of an interim Chief Executive Officer,Compensation Committee recommended and the Board electedadopted a Non-Employee Director Compensation Policy (the “Director Compensation Policy”) that outlines cash and equity compensation automatically payable 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 and Dr. Barkas, formerly the Chairmannon-employee members of the Board, was appointed Lead Independent Director. In September 2011,unless such non-employee director declines receipt of such cash or equity compensation by written notice to us. Based on their evaluation, Radford did not recommend any changes to the Board appointed a new Chief Executive Officercompensation arrangements for the Company which led the Board to resume its previous leadership structure of maintaining solely a Chairman of the Board, who is currently Dr. Huh.our non-employee directors in 2014. The following table describes the annual cash compensation applicable to each role performed by non-employee directors forin 2014:

    			Base		Additional
    Role			Retainer		Retainer
    Board member			$42,500				N/A
    Chairman of the Board			N/A			$	30,000
    Audit Committee Chair(1)			N/A			$	25,000
    Compensation Committee Chair(1)			N/A			$	15,000
    Nominating and Corporate Governance Committee Chair(1)			N/A			$	10,000
    Audit Committee member			N/A			$	12,500
    Compensation Committee member			N/A			$	7,500
    Nominating and Corporate Governance Committee member			N/A			$	5,000

    ____________________
    
    

    (1)       Committee Chair does not also receive additional Committee member compensation.

    In 2014, the specified time periods in 2011:

    			May 2010 – Mar 2011		Apr 2011 – Sept 2011		Sept 2011 – Dec 2011
    Role			Annual Retainer		Annual Retainer		Annual Retainer
    Board member			$20,000		$20,000		$20,000
    Chairman of the Board			+ $10,000		n/a		+ $40,000
    Lead Independent Director			n/a		+ $20,000		n/a
    Executive Chairman(1)			n/a		$250,000(1)		n/a
    Audit Committee Chair			+ $10,000		+ $15,000		+ $15,000
    Compensation Committee Chair			+ $5,000		+ $7,500		+ $7,500
    Nominating and Corporate Governance
    Committee Chair			+ $5,000		+ $7,500		+ $7,500

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    (1)

    For the portion of 2011 that Dr. Huh served as Executive Chairman, he served as an employee of the Company. As Executive Chairman, he was not eligible for annual non-employee director compensation, but was eligible to receive an annual retainer of $250,000 and a discretionary bonus of up to 60% of his annual cash compensation as Executive Chairman, as determined by the Board or the Compensation Committee and predicated on his individual and overall corporate performance during the year based on criteria established by the Board or Compensation Committee.

    
    
    
    

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        Annual non-employee director cash compensation is payable on the date of the annual meeting of stockholders with respect to the preceding 12-month period (or a pro rata portion of such amount if such director served for less than a full year),was paid quarterly in arrears in cash, or, at each director’s election, in fully vested shares of our Common Stock grantedissued under the 2006 Directors’ Stock Option2011 Plan (the “2006 Directors Plan”) based on the closing price of our Common Stock on the NASDAQ Global Select Market on the annual meeting date.date retainers would have otherwise been paid.

        In addition toAdditionally, under the above annual cash compensation,Director Compensation Policy, non-employee directors also were eligible to receive the following:

    	(i)		One Thousand Five Hundred Dollars ($1,500) for each regular or special Board meeting attended by such director in person, and Seven Hundred Fifty Dollars ($750) for each regular or special Board meeting attended by such director by telephone or videoconference; plus
    	(ii)		For members of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Board, Seven Hundred Fifty Dollars ($750) for each meeting of such committee attended by such director in person, and Two Hundred Fifty Dollars ($250) for each meeting of such committee attended by such director by telephone or videoconference; plus
    	(iii)		Reimbursement for out-of-pocket expenses incurred in connection with attendance at meetings of the Board.

        Additionally, directors are eligible to receive equity grants, as more fully described below. The per-meeting compensation under (i) and (ii) above is payable in cash within ten business days after each meeting.

        In March 2012, the Board engaged compensation consultants from Radford to conduct a comprehensive analysis of non-employee director compensation in comparison to industry practices. As a result of this analysis, and Radford’s recommendation, the Board adjusted its annual cash compensation to the following:

    			Effective April 2012		Effective April 2012
    Role			Base Retainer		Additional Retainer
    Board member			$42,500
    Chairman of the Board						$	30,000
    Audit Committee Chair						$	25,000
    Compensation Committee Chair						$	15,000
    Nominating and Corporate Governance Committee Chair						$	10,000
    Audit Committee member						$	12,500
    Compensation Committee member						$	7,500
    Nominating and Corporate Governance Committee member						$	5,000

    
    

        The annual cash compensation is paid quarterly in arrears and may be payable in cash, or, at each director’s election, in fully vested shares of Common Stock grantedbelow under the 2006 Directors Plan based onsub-section entitled “Equity Compensation.” Non-employee directors also receive reimbursement for out-of-pocket expenses incurred in connection with attendance at meetings of the closing price of our Common Stock on the NASDAQ Global Select Market.

    
    
    
    

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    Director Compensation Table

    The following table provides compensation information for the fiscal year ended December 31, 20112014 (“fiscal 2014”), for each non-employee member of the Board.Board who served in such capacity during fiscal 2014. Dr. Scarlett does not receive any compensation for his Board service.

    			Fees
    			Earned
    			or Paid in							Stock			Option
    			Cash				Bonus			Awards			Awards			Total
    Director			($)				($)			($)(1)			($)(1)			($)
    Barkas, Alexander(3)			$	59,250			$	—		$	187,040		$	176,339		$	422,629
    Eastham, Karin			$	47,250			$	—		$	44,190		$	87,516		$	178,956
    Fritzky, Edward			$	35,500	(2)		$	—		$	83,470		$	37,128		$	156,098
    Hofstaetter, Thomas			$	35,000	(2)		$	—		$	29,460		$	71,604		$	136,064
    Homcy, Charles(4)			$	29,000			$	—		$	24,550		$	26,520		$	80,070
    Huh, Hoyoung(5)			$	181,090			$	71,800		$	321,188		$	386,061		$	960,139
    Kiley, Thomas			$	36,000	(2)		$	—		$	78,560		$	31,824		$	146,384
    Spiegel, Robert			$	35,500	(2)		$	—		$	24,550		$	66,300		$	126,350

    			Fees
    			Earned
    			or Paid in				Option
    			Cash				Awards			Total
    Director			($)				($)(1)			($)
    Bradbury, Daniel			$	54,999	(2)		$	48,951		$	103,950
    Eastham, Karin			$	72,499	(3)		$	48,951		$	121,450
    Hofstaetter, Thomas(4)			$	50,000			$	48,951		$	98,951
    Huh, Hoyoung			$	77,499	(5)		$	48,951		$	126,450
    Lawlis, V. Bryan			$	62,500			$	48,951		$	111,451
    Molineaux, Susan			$	52,499	(6)		$	48,951		$	101,450
    Spiegel, Robert			$	57,501	(7)		$	48,951		$	106,452

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    (1)

    Amounts represent the aggregate grant date fair value of stock awards and option awards granted during the fiscal year ended December 31, 2011.2014 as calculated in accordance with FASB ASC Topic 718. For additional information, refer to Note 109 of the consolidated financial statements in our Annual Report on Form 10-K for

    
    
    
    

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    	the year ended December 31, 20112014 regarding assumptions underlying the valuation of equitystock option awards and the calculation method. Please see the section entitled “Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors” for information regarding the aggregate number of stock option awards and restricted stock awards held by the non-employee members of the Board at December 31, 2014.
    		Amounts shown under the “Stock Awards” column excludes the grant date fair value for 10,000 performance-based restricted stock awards granted in 2011 to Dr. Barkas, 20,000 shares for Dr. Huh and 5,000 shares for each of the other board members, except Dr. Homcy, that vest upon attainment of certain performance-based conditions based upon the outcome probability of the performance conditions, which is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The grant date fair value of the restricted stock awards with performance-related conditions determined in accordance with FASB ASC Topic 718 based upon achieving the maximum level of performance under the respective performance conditions is $46,500 for Dr. Barkas, $93,000 for Dr. Huh and $23,250 for each of the other board members, except Dr. Homcy. Refer to the supplemental table on page 23 for information as to each non-employee director’s unvested stock award holdings and vested and unvested stock option holdings at December 31, 2011.
    (2)		Amounts include annual director compensationIncludes $27,499 in fees paid in stock in lieu of cash. See table below for stock grant information.cash through the issuance of an aggregate 10,862 shares of Geron Common Stock under the 2011 Plan.
    (3)		Dr. Barkas passed awayIncludes $36,249 in November 2011.fees paid in stock in lieu of cash through the issuance of an aggregate 11,223 shares of Geron Common Stock under the 2011 Plan.
    (4)		Dr. Homcy retiredHofstaetter is retiring from our Board effective as of the Board in May 2011.date of the Annual Meeting.
    (5)	Includes $19,374 in fees paid in stock in lieu of cash through the issuance of an aggregate 9,270 shares of Geron Common Stock under the 2011 Plan.
    (6)	ForIncludes $39,374 in fees paid in stock in lieu of cash through the portionissuance of an aggregate 14,407 shares of Geron Common Stock under the 2011 that Dr. Huh served as Executive Chairman, he served asPlan.
    (7)	Includes $35,938 in fees paid in stock in lieu of cash through the issuance of an employeeaggregate 13,568 shares of Geron Common Stock under the Company. Amounts include Dr. Huh’s compensation for his services as Executive Chairman as well as his services as a non-employee director.2011 Plan.

    Equity Compensation

    Terms of Awards

        AsPursuant to the Director Compensation Policy, each of December 31,our non-employee directors is eligible for stock option grants on an annual basis or, for each person who first becomes a non-employee director, an initial stock option grant. Non-employee director stock options under the Director Compensation Policy are granted pursuant to the 2011 the 2006 Directors Plan provided for the automatic grant of the following types of equity awards:Plan.

    First Option.Initial Grants. Each person who becomes a non-employee director, whether by election of theby Geron’s stockholders of the Company or by appointment by the Board to fill a vacancy, will automatically be granted an option to purchase 60,000 shares of Common Stock on the date such person first becomes a non-employee director (the “First Option”). The First Option shall vest annually over three years upon each anniversary date of appointment to the Board.

    
    
    
    

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    Subsequent Awards. Each non-employee director (other than the Chairman of the Board and any director receiving a First Option on the date of the annual meeting) will automatically be granted a subsequent option on the date of the Annual Meeting of Stockholders in each year during such director’s service on the Board (a “Subsequent Option”) to purchase 10,000 shares of Common Stock and a restricted stock award (a “Subsequent Stock Award”) of 5,000 shares of Common Stock. In the case of the Chairman of the Board, the Subsequent Option will be for 20,000 shares of Common Stock and the Subsequent Stock Award shall be for 10,000 shares of Common Stock.

    Committee Chair Service Awards. On the date of each Annual Meeting of Stockholders, the Chairman of the Audit Committee will automatically be granted an option to purchase 8,000 shares of Common Stock (a “Committee Chair Service Option”), and a restricted stock award (a “Committee Chair Service Stock Award”) of 4,000 shares of Common Stock. The Committee Chair Service Option for the Compensation Committee Chairman and the Nominating and Corporate Governance Committee Chairman shall be for 4,000 shares of Common Stock and the Committee Chair Service Stock Award shall be for 2,000 shares of Common Stock.

    Committee Service Awards. On the date of each Annual Meeting of Stockholders, each non-employee director serving on the Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee, other than the respective Chairmen of those Committees, will automatically be granted an option to purchase 2,000 shares of Common Stock (a “Committee Service Option”) and a restricted stock award of 1,000 shares of Common Stock (a “Committee Service Stock Award”). There is currently no stock option grant or restricted stock award contemplated for participation on other committees.

        The 2006 Directors Plan provides that each Subsequent Option, Committee Chair Service Option and Committee Service Option is fully vested on the date of grant. Each Subsequent Stock Award, Committee Chair Service Stock Award and Committee Service Stock Award vests annually in four equal installments over four years commencing on the date of grant and no payment shall be required from the non-employee director in order to receive the award.

    Exercise Price and Term of Options. The exercise price of all stock options granted under the 2006 Directors Plan is equal to the fair market value of a share of our Common Stock on the NASDAQ Global Select Market on the date of grant of the option.

    Restricted Stock and Restricted Stock Units. In addition to the automatic grant of restricted stock awards described above, the 2006 Directors Plan, as amended, also permits the discretionary grant of restricted stock and restricted stock units.

        In connection with the review of non-employee director compensation conducted in March 2012, and based on the recommendation of Radford, the compensation consultant to the Compensation Committee, the Board amended the 2006 Directors Plan to replace the First Option, the Subsequent Option, the Subsequent Stock Award, the Committee Chair Service Option, the Committee Chair Service Stock Award, the Committee Service Option and the Committee Service Stock Award with the following option grants to non-employee directors. All other provisions of the 2006 Directors Plan remain unchanged.

    First Director Option. Each person who becomes a non-employee director, whether by election of the stockholders of the Company or by appointment by the Board to fill a vacancy, will automatically be granted an option to purchase 70,000 shares of Common Stock on the date such person first becomes a non-employee director (the “First Director Option”“Initial Grant”). The First Director Option shallInitial Grant will vest annually over three years upon each anniversary date of appointment to the Board.

    Annual Grants. Subsequent Director Option. EachOn the date of each annual meeting of our stockholders, each non-employee director (other than any director receiving a First Optionan Initial Grant on the date of thesuch annual meeting) who is then serving as a non-employee director and who will continue as a non-employee director following the date of such annual meeting will automatically be granted a subsequentan option on the date of the Annual Meeting of Stockholders in each year during such director’s service on the Board (a “Subsequent Director Option”) to purchase 35,000 shares of Common Stock.Stock (the “Annual Grant”). The SubsequentAnnual Grant will vest in full on the earlier of: (i) the date of the next annual meeting of our stockholders or (ii) the first anniversary of the date of grant, subject to the non-employee director’s continuous service.

    Exercise Price and Term of Options. The exercise price of all options granted under the 2011 Plan is equal to the fair market value of a share of our Common Stock on the NASDAQ Global Select Market on the date of grant of the option. Options granted under the 2011 Plan have a term of ten years from the date of grant, unless terminated earlier.

    Exercise Period Post-Termination. The options issued pursuant to the 2011 Plan remain exercisable until the earlier of the original expiration date of the option or 36 months following the optionee’s termination of service as our director, unless such termination is a result of death or permanent and total disability, in which case the options (both those already exercisable and those that would have become exercisable had the director remained on the Board for an additional 36 months) remain exercisable for up to a 36 month period.

    
    
    
    

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    The 2011 Plan allows for grants of discretionary restricted stock awards. In prior years, directors have also received grants of performance-based restricted stock awards under our 2006 Directors’ Stock Option Plan (the “2006 Directors’ Plan”), which plan terminated in March 2014. No restricted stock awards were granted under the 2011 Plan in 2014.

    In February 2015, the Director Option shall vest annually over one year.Compensation Policy was amended to establish a procedure for non-employee directors to elect payments of annual director compensation in cash or equity. To receive payment of annual director compensation in equity in lieu of cash, a non-employee director must elect such payment method in January each calendar year during an open trading window, and such election will be applied to each quarter’s payment during the calendar year of such election.

    Effect of Certain Corporate Events

        In2011 Plan. As set forth in each option agreement under the 2011 Plan, the vesting for each Initial Grant and Annual Grant will accelerate in full in the event of a Change in Control of Geron (as defined in the 2011 Plan and described below under “Compensation Discussion and Analysis – Severance and Change in Control Benefits – Equity Plans”).

    2006 Directors’ Plan. Prior to March 2014, equity awards were granted under the 2006 Directors’ Plan. Under the 2006 Directors’ Plan, in the event of the dissolution or liquidation of the Company, a sale of all or substantially all of the assets of the Company, the merger or consolidation of the Company with or into another corporation in which the Company is not the surviving corporation or any other capital reorganization in which more than 50% of the shares of the Company entitled to vote are exchanged, each non-employee director shall have a reasonable time within which

    
    
    
    

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    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 substitute option 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. 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.terminate. 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.

    20112014 Option Grants

    The following table sets forth the following information with respect to non-employee directors (eight(seven persons) for the fiscal year ended December 31, 2011:2014: (i) stock options granted under the 2006 Directors Plan; (ii) stock awards granted under the 2006 Directors2011 Plan; and (iii)(ii) the grant date fair value of stock options and stock awards granted. As discussed above, the executive officers and employees of the Company are not eligible for grants under the 2006 Directors 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.

    						Option		Stock
    						Awards		Awards		Grant Date Fair Value of Option									Option Awards
    						Granted		Granted		and Stock Awards Granted									Granted		Grant Date Fair Value of
    			Grant			During 2011		During 2011		During 2011						Grant			During 2014		Option Awards Granted
    Director			Date			(#)		(#)		($)(1)						Date			(#)		During 2014 ($)(1)
    Barkas, Alexander			3/9/11	(2)		37,500		—			$	102,083
    			3/9/11	(3)		—		18,750			$	93,750
    			5/11/11	(4)		28,000		—			$	74,256
    			5/11/11	(5)		—		14,000			$	68,740
    			5/11/11	(6)		—		5,000			$	24,550
    			5/20/11	(7)		—		5,000			$	23,250
    			5/20/11	(8)		—		5,000			$	23,250
    Bradbury, Daniel														Bradbury, Daniel		5/20/14	(2)		35,000		$48,951
    Eastham, Karin	Eastham, Karin		5/11/11	(4)		18,000		—			$	47,736		Eastham, Karin		5/20/14	(2)		35,000		$48,951
    			5/11/11	(9)		15,000		—			$	39,780
    			5/11/11	(5)		—		9,000			$	44,190
    			5/20/11	(7)		—		2,500			$	11,625
    			5/20/11	(8)		—		2,500			$	11,625
    Hofstaetter, Thomas(3)														Hofstaetter, Thomas(3)		5/20/14	(2)		35,000		$48,951
    Huh, Hoyoung														Huh, Hoyoung		5/20/14	(2)		35,000		$48,951
    Lawlis, V. Bryan														Lawlis, V. Bryan		5/20/14	(2)		35,000		$48,951
    Molineaux, Susan														Molineaux, Susan		5/20/14	(2)		35,000		$48,951
    Spiegel, Robert														Spiegel, Robert		5/20/14	(2)		35,000		$48,951

    
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    						Option		Stock
    						Awards		Awards		Grant Date Fair Value of Option
    						Granted		Granted		and Stock Awards Granted
    			Grant			During 2011		During 2011		During 2011
    Director			Date			(#)		(#)		($)(1)
    Fritzky, Edward			5/11/11	(4)		14,000		—			$	37,128
    			5/11/11	(5)		—		7,000			$	34,370
    			5/11/11	(10)		—		7,500			$	36,825
    			5/11/11	(11)		—		2,500			$	12,275
    			5/11/11	(12)		—		4,073			$	20,000
    			5/20/11	(7)		—		2,500			$	11,625
    			5/20/11	(8)		—		2,500			$	11,625
    Hofstaetter, Thomas			5/11/11	(4)		12,000		—			$	31,824
    			5/11/11	(13)		15,000		—			$	39,780
    			5/11/11	(5)		—		6,000			$	29,460
    			5/11/11	(12)		—		4,073			$	20,000
    			5/20/11	(7)		—		2,500			$	11,625
    			5/20/11	(8)		—		2,500			$	11,625
    Homcy, Charles			5/11/11	(4)		10,000		—			$	26,520
    			5/11/11	(5)		—		5,000			$	24,550
    Huh, Hoyoung			3/9/11	(2)		75,000		—			$	204,165
    			3/9/11	(3)		—		37,500			$	187,500
    			5/20/11	(14)		57,500		—			$	144,262
    			5/20/11	(15)		15,000		—			$	37,634
    			5/20/11	(16)		—		28,750			$	133,688
    			5/20/11	(7)		—		10,000			$	46,500
    			5/20/11	(8)		—		10,000			$	46,500
    Kiley, Thomas			5/11/11	(4)		12,000		—			$	31,824
    			5/11/11	(5)		—		6,000			$	29,460
    			5/11/11	(10)		—		7,500			$	36,825
    			5/11/11	(17)		—		2,500			$	12,275
    			5/11/11	(12)		—		4,073			$	20,000
    			5/20/11	(7)		—		2,500			$	11,625
    			5/20/11	(8)		—		2,500			$	11,625
    Spiegel, Robert			5/11/11	(4)		10,000		—			$	26,520
    			5/11/11	(15)		15,000		—			$	39,780
    			5/11/11	(5)		—		5,000			$	24,550
    			5/11/11	(12)		—		2,037			$	10,000
    			5/20/11	(7)		—		2,500			$	11,625
    			5/20/11	(8)		—		2,500			$	11,625

    ____________________
    
    

    (1)		Amounts represent the grant date fair value of each stock options and stock awardsoption granted in 2014 calculated in accordance with FASB ASC Topic 718. For additional information, refer to Note 109 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20112014 regarding assumptions underlying the valuation of equitystock option awards and the calculation method.
    (2)		Stock option vests in a serieson the earlier of: (i) the date of 48 equal consecutive monthly installments commencing on February 8, 2011, provided the director continues to provide servicesAnnual Meeting or (ii) the first anniversary of the date of grant of such option, subject to the Company.non-employee director’s continuous service.
    (3)		Restricted stock award vests in a seriesDr. Hofstaetter is retiring from our Board effective as of four equal consecutive annual installments commencing on February 8, 2011, provided the director continues to provide services todate of the Company.Annual Meeting.

    
    
    
    

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    (4)		Stock option was fully vested upon grant.
    (5)		Restricted stock award vests in a series of four equal consecutive annual installments commencing on the date of grant, provided the director continues to provide services to the Company.
    (6)		Restricted stock award vests in two equal consecutive annual installments commencing on March 20, 2011, provided the director continues to provide services to the Company.
    (7)		Restricted stock award vests upon achievement of a clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period.
    (8)		Restricted stock award vests upon achievement of a clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period.
    (9)		Stock option vests in a series of three equal consecutive annual installments commencing on March 30, 2009, provided the director continues to provide services to the Company.
    (10)		Restricted stock award vests in a series of two equal consecutive annual installments commencing on May 19, 2011, provided the director continues to provide services to the Company.
    (11)		Restricted stock award vests in a series of two equal consecutive annual installments commencing on July 10, 2011, provided the director continues to provide services to the Company.
    (12)		Stock award represents payment of annual director compensation in lieu of cash as of May 11, 2011 at $4.91 per share. Award was fully vested upon grant.
    (13)		Stock option vests in a series of three equal consecutive annual installments commencing on March 25, 2010, provided the director continues to provide services to the Company.
    (14)		Stock option vests in a series of 48 equal consecutive monthly installments commencing on the date of grant, provided the director continues to provide services to the Company.
    (15)		Stock option vests in a series of three equal consecutive annual installments commencing on May 19, 2010, provided the director continues to provide services to the Company.
    (16)		Restricted stock award vests in a series of four equal consecutive annual installments commencing May 28, 2011, provided the director continues to provide services to the Company.
    (17)		Restricted stock award vests in a series of two equal consecutive annual installments commencing on September 18, 2011, provided the director continues to provide services to the Company.

    Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors

    The following table sets forth stock options and restricted stock awards having time-based vesting, outstanding for each non-employee director as of December 31, 2011.2014.

    			Option Awards Outstanding								Stock Awards Outstanding
    			as of December 31, 2011								as of December 31, 2011
    Director			Exercisable (#)				Unexercisable (#)				Unvested (#)
    Barkas, Alexander				490,656				—				—
    Eastham, Karin				90,200				20,300				68,375
    Fritzky, Edward				206,292				1,458				76,373
    Hofstaetter, Thomas				36,375				40,000				56,703
    Homcy, Charles				115,000				—				—
    Huh, Hoyoung				44,010				148,490				131,250
    Kiley, Thomas				137,625				1,875				74,436
    Spiegel, Robert				30,000				40,000				55,000

    
    

    			Option Awards Outstanding
    			as of December 31, 2014						Unvested Restricted Stock Awards
    Director			Exercisable (#)				Unexercisable (#)		Outstanding as of December 31, 2014 (#)
    Bradbury, Daniel				81,667			58,333			—
    Eastham, Karin				180,500			35,000			2,250
    Hofstaetter, Thomas(1)				146,375			35,000			1,500
    Huh, Hoyoung				253,385			44,115			16,562
    Lawlis, V. Bryan				116,667			58,333			—
    Molineaux, Susan				81,667			58,333			—
    Spiegel, Robert				140,000			35,000			1,250

    
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    Table(1)       Dr. Hofstaetter is retiring from our Board effective as of Contentsthe date of the Annual Meeting.

    PROPOSAL 2

    APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO
    INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

        The Board has adopted, subject to stockholder approval, an amendment to our Restated Certificate of Incorporation to increase our authorized number of shares of Common Stock from 200,000,000 shares to 300,000,000 shares.

        The additional Common Stock to be authorized by adoption of the amendment would have rights identical to the current outstanding Common Stock of the Company. Adoption of the proposed amendment and issuance of the Common Stock would not affect the rights of the holders of currently outstanding Common Stock, except for effects incidental to increasing the number of shares of the Common Stock outstanding, such as dilution of the earnings per share and voting rights of current holders of Common Stock. If the amendment is adopted, it will become effective upon filing of a Certificate of Amendment to our Restated Certificate of Incorporation, in substantially the form of Appendix 1 hereto, with the Secretary of State of the State of Delaware.

        In addition to the 132,259,325 shares of Common Stock outstanding as of March 20, 2012, the Board has reserved 29,709,037 shares for issuance upon exercise of options and rights granted under our stock option and stock purchase plans and up to approximately 7,006,305 shares of Common Stock which may be issued upon exercise of warrants and future milestone obligations.

        Although at present the Board has no plans to issue additional shares of Common Stock other than as described above, it desires to have such shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future. The additional shares may be used, without further stockholder approval, for various purposes including, without limitation, raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies and expanding our business through the acquisition of other businesses or technologies.

        The increase in our authorized shares of Common Stock could also have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of the Company difficult. For example, additional shares could be issued by us so as to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our management by diluting the stock ownership or voting rights of persons seeking to cause such removal.

    Vote Required and Board Recommendation

        Stockholders are requested in this proposal to approve this amendment to our Restated Certificate of Incorporation. The affirmative vote of a majority of the outstanding shares of Common Stock will be required to approve this proposal. Accordingly, proxies reflecting abstentions or broker non-votes, if any, as to this proposal will be treated as votes against the amendment.

    The Board of Directors Unanimously Recommends That
    Stockholders VoteFOR Proposal 2

    PROPOSAL 3

    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

    As required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Board is requesting stockholders to vote, on a non-binding advisory basis, to approve the compensation paid to Geron’s Named Executive Officers as disclosed in this Proxy Statement in the sections entitled, “Compensation Discussion and Analysis” and “Executive Compensation Tables.” This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views on the compensation of Geron’s Named Executive Officers.

    The Compensation Committee continually reviews the compensation program for our executive officers, including the Named Executive Officers, to determine whether the compensation program achieves our desired goals of aligning our executive compensation structure with the Company’s stockholders’ interests and current market practices. As part of its ongoing review, the Compensation Committee considered the “say-on-pay” advisory vote from our 2014 Annual Meeting of Stockholders (where approximately 81.6% of the stockholders voting on the advisory proposal supported the proposal). We believe the outcome of the 2014 “say-on-pay” advisory vote reflects our stockholders’ support of our executive compensation approach, specifically the changes we implemented in the previous year, as discussed below. Accordingly, no significant design changes were made to the executive compensation program due to the 2014 “say-on-pay” advisory vote. We value the opinions of our stockholders and will continue to monitor the outcome of future “say-on-pay” proposals, as well as feedback received throughout the year from our stockholders, when making compensation decisions for our executive officers.

    Based on feedback from stockholders in 2013 and early 2014 and a low approval rate for the “say-on-pay” proposal at the 2013 Annual Meeting of Stockholders, the Compensation Committee conducted a comprehensive stockholder outreach program in 2013 to gain a full understanding regarding the concerns of stockholders, and in response, made several changes to the Company’s executive compensation program. Some of the key changes made to the executive compensation program included: i) implementing a “double-trigger” requirement in order for cash severance to be paid under our Amended Severance Plan; ii) implementing anti-hedging and anti-pledging clauses in our Insider Trading Policy; and iii) amending all executive officer employment agreements to include clawback provisions requiring relinquishment of bonuses in the event an executive officer has engaged in any misconduct or in any act or omission that would constitute cause for termination of employment. In addition, the Compensation Committee continues to ensure that its compensation disclosures describe the relationship between pay and performance by providing strategic context for the corporate goal achievements.

    
    
    
    

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    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)designed to i) reward successful execution of business strategy; b)ii) attract and retain qualified talent;management; and c)iii) align management and stockholder interests. The executive compensation program is designed to achieve four primary objectives:

    	1.		Ensure base pay is competitive for the role or job to be performed and to retain the executive officer for succession planning while providing reasonable and responsible pay arrangements in order to maintain a sustainable cost framework.
    	2.		Recognize achievement of annual goals and milestones through annual incentives.
    	3.		Reward successful completion of long-term goals and enhancement of stockholder wealth through the long-term incentive program.
    	4.		Provide a cost effective but competitive benefits package that promotes a positive work environment, fostering teamwork among and high morale within the executive team.

        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 officer 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 Geron and our stockholders. As described in the Companysection entitled “Compensation Discussion and its stockholdersAnalysis”, we structured our 2014 executive compensation program to emphasize pay for performance and to be competitive with the companies with whom we compete for executive talent. The Compensation Committee believes that Geron’s executive compensation programs areprogram is strongly aligned with the long-term interests of our stockholders. In determining whether to approve this proposal,Please read the Compensation Committee believes that stockholders should consider the following:

    • Independent Compensation Committee.Executive compensation is reviewed“Compensation Discussion and established by ourCompensation CommitteeAnalysis” section of the Board consisting solely of independent directors. The CompensationCommittee meets in executive session, without executive officers present, in determiningannual compensation.
      
    • Emphasis on PayProxy Statement for Performance.Bonuses are paid based onadditional details about our achievement of pre-establishedcorporate 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 motivates our executive officers to implement strategic initiatives in order tomeet or exceed pre-established corporate goals.
      
    • Equity is Used as a Key Component of Compensation and Aligns our Compensation Programs withprogram, including information about theLong-Term Interests of our Stockholders.The largest portion 2014 compensation of our Named Executive Officers’ 2011compensation consisted of performance- and equity-based compensation which provides a direct linkbetween executive compensation and our operational and financial performance. Stock options werea key component of our 2011 compensation program and closely align the long-term interests of ourexecutives with those of our stockholders because the recipient will only realize a return on the optionif 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.
      
    • 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 reimbursementallowance 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.Executive officeremployment agreements and our Change of Control Severance Plan require an actual or constructivetermination of employment before any benefits are paid.
      
    • No Retirement Benefits.We do not offer any pension plans or health benefits during retirement.
    
    
    
    

    Table of ContentsOfficers.

    Advisory Vote and Board Recommendation

    We request stockholder approval of the 20112014 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,” and the compensation tables and theaccompanying narrative disclosures that accompanywithin the compensation tables within thesection 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 20122015 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 20132016 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 practices and the compensation decisions relating to our Namedthe “Named Executive Officers asOfficers” (as defined below. below) for the 2014 fiscal year, and includes the following:

    ●	an executive summary of the compensation program for the Named Executive Officers;
    ●	an overview of the executive compensation program;
    ●	the role of the Compensation Committee;
    ●	a detailed discussion and analysis of the Compensation Committee’s specific decisions about the 2014 compensation for the Named Executive Officers;

    
    
    
    

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    ●	a description of the employment agreements for the Named Executive Officers; and
    ●	a summary of the potential severance benefits for the Named Executive Officers in the event of a change in control.

    In addition to the historical information contained herein, this Compensation Discussion and Analysis we present and discuss:

    • an executive summary of our compensation program for our Named Executive Officers for the 2011 fiscalyear;
      
    • executive management changes in 2011 and 2012;
      
    • an overview of our executive compensation programs;
      
    • the role of the Compensation Committee;
      
    • the process the Compensation Committee follows in deciding how to compensate our Named ExecutiveOfficers with equity;
      
    • 2011 Corporate Performance; and
      
    • a detailed discussion and analysis of the Compensation Committee’s specific decisions about thecompensation of our Named Executive Officers for fiscal year 2011.

        This Compensation Discussion and Analysisalso contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.decisions. The actual compensation programsprogram that we adopt in the future may differ materially from currently planned programsthe current program summarized in this discussion.

    
    
    
    

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    The following executive officers are collectively referred to herein as the Named Executive Officers:

    ●	Dr. John A. Scarlett, President and Chief Executive Officer;
    ●	Ms. Olivia K. Bloom, Executive Vice President, Finance, Chief Financial Officer and Treasurer;
    ●	Ms. Melissa A. Kelly Behrs, Executive Vice President, Business Development and Portfolio & Alliance Management;
    ●	Dr. Andrew J. Grethlein, Executive Vice President, Development and Technical Operations; and
    ●	Mr. Stephen N. Rosenfield, Executive Vice President, General Counsel and Corporate Secretary.

    Executive Summary

        2011Effect of Prior Year Stockholder Advisory Vote on Executive Compensation

    At our 2014 Annual Meeting of Stockholders held in May 2014, we sought an advisory vote from our stockholders regarding the compensation of our named executive officers (commonly referred to as a “say-on-pay” proposal). The 2014 “say-on-pay” proposal was a yearapproved, with approximately 81.6% of significant change forvotes cast supporting the Companyproposal. The Compensation Committee considers the results of the advisory vote as it narrowedcompletes its focusannual review of each pay element and the compensation packages provided to our Named Executive Officers and other executive officers. The Compensation Committee considered the oncology therapeutic areaoutcome of the 2014 “say-on–pay” vote and incorporateddid not make further changes to Geron’s executive compensation program for 2014 as a new management team. result of the vote.

    Business Highlights that Impacted 2014 Compensation Decisions

    In November 2011, we announced a decision2014, executive compensation decisions were highly influenced by retention challenges stemming from the significant uncertainty relating to focus exclusively on the developmentour future in light of our oncology programs. As a consequence, we discontinued furtherdependence on one product candidate, imetelstat, the need to motivate executive officers and employees to pursue new development of our stem cell programs and intend to divest these programsopportunities for imetelstat despite the continued challenges 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 points for stockholders with minimal near-term financing requirements.

        Even with the significant changes in management and strategic focus, the clinical development, ofespecially the Company’s lead oncology programs continued to advance in 2011. Two randomized Phase 2full clinical trials of imetelstat in solid tumors continued enrollment throughout 2011: a study in patients with metastatic breast cancer (B014) and a study in patients with advanced non-small cell lung cancer (B012). These two trials require that a sufficient number 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 trialshold placed by the end of 2012. Two single-arm Phase 2 trials ofUnited States Food and Drug Administration (the “FDA”) on our investigational new drug application (“IND”) for imetelstat in hematological malignancies were initiated in the first quarter of 20112014 and the competitive local market environment for qualified biotechnology employees. Accordingly, our 2014 goals were designed to evaluatefocus our resources and efforts on raising and maintaining adequate capital to support 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 expected to be available by the end of 2012. Twothen-planned Phase 2 clinical trialstrial of GRN1005 were launchedimetelstat and achieving regulatory clearance to re-start clinical development of imetelstat in the fourth quarterUnited States (“U.S.”) for the treatment of 2011. Both trials, GRABM-B (GRN1005 Against Brain Metastases – Breast Cancer)hematologic myeloid malignancies. As a result, our 2014 activities centered on raising funds through an equity financing, managing our operating spend to conserve our cash resources, and GRABM-L (GRN1005 Against Brain Metastases – Lung Cancer),conducting extensive follow-up activities to collect, analyze and collate key nonclinical and clinical data, which were initiatedsubmitted to the FDA and led to the release of the full clinical hold on our IND for imetelstat.

    Key 2014 company achievements included: i) raising approximately $96.8 million in December 2011. We expect top-line datanet proceeds in February 2014 from these trialsan underwritten public offering of Common Stock; ii) transfer to be availableGeron of the IND supporting the investigator-sponsored trial in myelofibrosis being conducted at Mayo Clinic (the “MF Pilot Study”) as well as sponsorship of MF Pilot Study; iii) removal of the full clinical hold by the end ofFDA on the second quarter of 2013.

        The compensation decisionsCompany’s IND for imetelstat in 2011 were influenced by a challenging market environment for the Companylate October 2014; and the industry, the strategic decisioniv) executing an exclusive global collaboration and license agreement with Janssen Biotech, Inc. (“Janssen”) to focus exclusively on our oncology programsdevelop and management transitions during the year. Highlights of significant compensation actions include:

    • Continuation of wage freeze since year-end 2008 for all executive officerscommercialize imetelstat in hematologic myeloid malignancies and other employees;
      
    • Bonus targets set athuman therapeutic uses. For details regarding our achievement of corporate goals in 2014, see the same levels since 2009 for all executive officerssection entitled “Compensation Discussion 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 CompanyAnalysis – 2014 Corporate Goal Achievement Factor” 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. Mr. Cooper will provide direction for all financial matters for Geron and be responsible for new business opportunities and investor relations for the Company.page 31.

    
    
    
    

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        ThisThe Compensation Committee and the Board evaluated our efforts and results of these key achievements in 2014 and determined that we exceeded our 2014 corporate goals. The Compensation Committee and the Board also determined that our Named Executive Officers, including our Chief Executive Officer, made crucial efforts towards achievement of these corporate goals, as well as leading individual, team, departmental and functional performance and achievements, despite challenges during the year.

    Emphasis on Pay for Performance

    We structure a significant portion of our executive officers’ total compensation to be variable, at risk and tied directly to our measurable performance. For 2014, 89.3% of our Chief Executive Officer’s total compensation was linked to performance, as reported in the “Summary Compensation Table”. “Total compensation” referred to in this Compensation Discussion and Analysis section discussesconsists of annual base salary, annual incentive bonus and the value of equity awards.

    Our annual incentive bonus for our Chief Executive Officer is entirely dependent upon our achievement of annual corporate goals established for the year by the Board. Our annual incentive bonus for our other Named Executive Officers is dependent upon achievement of our annual corporate goals as well as each executive officer’s achievement against their individual goals and demonstration of our corporate values. None of our Named Executive Officers are entitled to guaranteed or minimum bonuses under our annual incentive bonus plan.

    Our long-term incentive awards for 2014 consist of stock options, which only provide value if the market price of our stock increases and if the executive officer continues in our employment. Therefore, these awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value, keeping the executive officers’ total compensation opportunity competitive and encouraging our executive officers to remain in the long-term employ of our Company.

    The Compensation Committee believes that this structure, which puts a considerable proportion of the executive officers’ total compensation “at risk,” contingent on the appreciation of our Common Stock, achievement of specific corporate goals, and continued employment, strongly aligns the interests of our executive officers with those of our stockholders, ties their compensation to the most concrete measure of performance against critical corporate goals and promotes retention.

    Market Positioning

    The Compensation Committee actively reviews and assesses our executive compensation policiesprogram in light of the highly competitive employment environment in the San Francisco Bay Area, the challenge of recruiting, motivating and programs and the compensation decisions made in 2011 for the followingretaining executive officers collectively referredin an industry with much longer business cycles than other commercial industries, and evolving compensation governance and best practices.

    The Compensation Committee utilizes Radford, an independent compensation consultant, to herein asassess our executive compensation program against market data. The Compensation Committee generally referenced total compensation in the “Named50^thto 60^thpercentile paid to executive officers in comparable positions and responsibilities in our peer group companies based on the market data provided by Radford, along with other factors, in setting our Named Executive Officers”:

    • Dr. John A. Scarlett, PresidentOfficers’ 2014 total compensation (base salary, annual incentive bonus and Chief Executive Officer (appointed as Chief Executive Officerequity awards value). The Compensation Committee believes referencing this percentile is appropriate because competition for executive management is intense in September 2011our industry and additionally, as President in January 2012);
      
    • Mr. David L. Greenwood, former Presidentour geographic area and Chief Financial Officer;continued leadership from our executive officers is deemed critical to our success.

      Commitment to Compensation Governance

      We are committed to having strong governance standards with respect to our compensation program, procedures and practices, which include:

      ●	Independent Compensation Consultant Advice.The Compensation Committee engages, on an annual basis, an experienced, independent compensation consultant who reports directly to the Compensation Committee to advise on executive and equity compensation matters.

      
      
    • 
      

      Dr. Stephen M. Kelsey, Executive Vice President, HeadTable of Research & Development, and Chief MedicalContentsOfficer;
      

    • 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 Senior Vice President, Alliance Management and Cell Therapy ProductDevelopment.

    ●	Responsible Internal Pay Equity.For 2014, our Chief Executive Officer’s total cash compensation was less than two times the average total cash compensation of our other Named Executive Officers, which reflects internal fairness and an important benchmark to avoid excessive compensation of the Chief Executive Officer.
    ●	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 reimbursements for housing costs and travel expenses for Dr. Scarlett, our President and Chief Executive Officer, for the commute from his principal residence in Texas to our headquarters in Menlo Park, California.
    ●	No Tax Gross-Ups on Compensation. None of our executive officers receive tax related gross-ups on any element of compensation.
    ●	No Single-Trigger Change in Control Cash Benefits.Executive officer employment agreements and our Amended Severance Plan (as defined under the sub-section entitled “Severance and Change in Control Benefits”) permit payment of cash benefits in connection with a Change in Control (as defined under the sub-section entitled “Severance and Change in Control Benefits”) only if an executive officer’s position is terminated or the executive officer resigns due to a material adverse change in his or her employment terms.
    ●	Clawback Terms.Executive officer employment agreements require that an executive officer forfeit his/her entire annual incentive bonus if we determine that such executive officer has engaged in any misconduct intended to affect the payment of his or her annual incentive bonus, or has otherwise engaged in any act or omission that would constitute cause for termination of his/her employment, as defined by his or her employment agreement.
    ●	No Retirement Benefits.We do not offer any pension plans or health benefits during retirement.
    ●	No Hedging or Pledging.Our Insider Trading Policy prohibits employees from engaging in speculative trading activities, including hedging or pledging company securities as collateral. Accordingly, our employees, including our executive officers, may not hedge the economic risk of, or pledge ownership of, our Common Stock.

    Overview of Ourthe Executive Compensation Program

    Philosophy &and Objectives

    The overall objective of our 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 during periods of significant uncertainty (e.g., in the first quarter of 2014, the FDA placed the IND for the Company’s sole product candidate, imetelstat, on full clinical hold);
    ●	attract and retain executive officers that can capably lead by incentivizing them with competitive cash and non-cash compensation opportunities;
    ●	enable a high performing culture by employing and retaining successful and experienced executive officers;
    ●	encourage and inspire executive officers to achieve key corporate strategic and financial objectives by linking incentive award opportunities to the achievement of individual and corporate goals; and
    ●	align the interests of executive officers with stockholders by motivating executive officers to focus on achievements that will result in an increase in value for our stockholders and reward executive officers for excellence in performance.

    
    
    
    

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    • attract and retain executive officers that can capably lead the Company by incentivizing with competitivecash and non-cash compensation opportunities;
      
    • enable a high performing culture by employing and retaining successful experienced executive officers;
      
    • encourage and inspire our executive officers to achieve key corporate strategic and financial objectives bylinking incentive award opportunities to the achievement of individual and corporate goals; and
      
    • align the interests of our executive officers with stockholders by motivating executive officers to focus on achievementsthat will result in an increase of value for our stockholders and reward executive officers for excellence inperformance.

        OurThe Compensation Committee reviews and approves allthe compensation of our compensation policies relating to executive officers (except for the Chief Executive Officer, whose compensation is approved by the Board)Board upon recommendation from the Compensation Committee), including executive officer salaries, bonusannual incentive bonuses, equity awards and equity incentive compensation.any other benefits. As discussed in further detail below, our 2011the 2014 compensation program for ourthe Named Executive Officers (as defined above) consisted of, and was intended to strike an appropriate balance among base salary, annual cash incentive bonuses and equity incentive 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) 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 cash and equity 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, 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 Named Executive Officers’ incentives with the interests of our stockholders.

      Base Salary

      Base Salary.Basesalaries serve to provide fixed cash compensation to our executive officers for performing daily responsibilities, and also provide stability and security. We establish base salaries for our executive officers when they join our Company or upon promotion. In addition, base salaries for executive officers are reviewed and determined by the Compensation Committee onan(or the Board with respect to our Chief Executive Officer, upon recommendation from the Compensation Committee) on an annual basis.basis, in consultation with our independent compensation consultant, Radford, based on each executive officer’s position and specific responsibilities, individual performance, level of experience, achievement of corporate and strategic goals, and a review of competitive salary, total compensation market data, and cost of living increases in the San Francisco Bay Area. Any increasesincrease in base salary arebeyond a cost of living increase is based on an evaluation of the individual’s performanceas well asperformance, changes in responsibilities or position and the individual’s criticality to the Company’sour future plans. MeritIncreases in base salary, including cost of living increases, typically takeeffect as ofon January 1^st of each calendar year.

      Annual Incentive Bonuses

      Under our annual incentive bonus plan, every employee, including executive officers, has an established annual incentive bonus target, which is equal to a percentage of the new fiscal year.
      

    • Annual Cash Incentives.Annualemployee’s base salary. This percentage increases with increasing level of responsibility and title. Each employee’s actual earned annual incentive awards are awardedbonus, if any, is calculated based on: (1) corporate goal achievement (the “corporate goal achievement factor”), (2) individual performance achievements (the “individual performance factor”) and (3) support of corporate values (the “corporate values performance factor”).

      For more senior employees and executive officers, the corporate goal achievement factor is weighted more heavily and thus has greater influence on the annual incentive bonus, as performance from these individuals has a discretionary basis atlarger impact on corporate goal achievement. This practice 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.

      
      
      
      

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      At the end ofeachbeginning of each year, in accordancethe Chief Executive Officer develops, with pre-defined target payouts,input from our executive management, the criteria set forth in Geron’s compensationguidelinesannual corporate goals, which generally relate to our operational and basedfinancial performance, together with recommended weightings for each goal, and presents the annual corporate goals and recommended weightings 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 or adjusts 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 individualother 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 generally 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 the Company’s achievement of that year’s annual corporate goals. The Board has the discretion to approve a corporate goal achievement factor above 1.0 in extraordinary circumstances where it determines such an increase is warranted.

      The Chief Executive Officer’s annual incentive bonus is based entirely on the corporate goal achievement factor. The annual incentive bonus for each of our Named Executive Officers, other than the Chief Executive Officer, is based on the corporate goal achievement factor, the individual performance factor and the corporate values performance factor. The Chief Executive Officer presents to the Compensation Committee written assessments of the performance and achievements, including support of our corporate values, for each of the executive officers (other than himself) for the prior year and recommends the individual performance factor and the corporate values performance factor for each executive officer (other than himself). The Compensation Committee reviews and approves or adjusts the individual performance factor and the corporate goals.
      values performance factor for each of the executive officers (other than the Chief Executive Officer). The corporate values performance factor ranges from 0 to 1.0, based on the extent to which an executive officer, including the Named Executive Officers, other than the Chief Executive Officer, supported corporate value adherence. The individual performance factor ranges from 0 to 1.3, and this is the primary factor that increases an annual incentive bonus above the annual target incentive bonus percentage for any executive officer, including the Named Executive Officers, other than the Chief Executive Officer. The Compensation Committee has the discretion to approve an individual performance factor above 1.3 upon evaluation of appropriate criteria. There are no minimum or guaranteed bonus payments for employees, including the Named Executive Officers.

      Equity Awards

    • Equity Incentive Compensation.Long-term incentive awards, comprised of stock option grants andrestricted stock 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. To further ourcompensation philosophyWe granted equity awards in the form of linking long-term compensationstock options in 2014. Stock option grants under our 2011 Plan encourage employee ownership in Geron, link pay with performance and align the CompensationCommitteeinterests of stockholders and employees. Primarily through sustained growth by and positive price per share performance in our stock, employees, including the Named Executive Officers, may realize gains from equity-based awards. The Compensation Committee (and the Board, with respect to our Chief Executive Officer) determines the size of any stock option grant according to each executive officer’s position. To do so, the Compensation Committee references the 50^thto 60^thpercentile of the total compensation (base salary, annual incentive bonus and equity awards value) paid to comparable executive officers based on the market data provided by Radford. 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, performance-based restrictedthe amount of actual versus theoretical equity value per year that has been derived to date by the individual, the current actual value of unvested equity grants for each individual, the percentage of stock option grants with exercise prices greater than Geron’s current 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 as it sets the size of the stock option grant to appropriately create an opportunity for reward based on increasing stockholder value. There is no set formula for the granting of stock options or other equity awards (PSAs)to employees, including

      
      
      
      

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      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 other equity 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. Our general policy is to grant stock options and other equity awards on fixed dates determined in 2010advance, although there are occasions when grants are made on other dates. All required approvals are obtained in advance of or on the actual grant date. Other than stock option grants to new hires, stock option grants to executive officers are generally approved once a year (typically near the beginning of the year) unless an executive officer is promoted, in which case a grant will normally be made at the time of such promotion, or, in rare circumstances, for recognition of outstanding performance. With respect to annual stock option grants to our continuing executive officers, these grants are typically approved early in each fiscal year and 2011prior to certainemployees, includingthe full release of our annual financial and operating results for that year. Since our full annual financial and operating results are typically not disclosed prior to approval of annual stock option grants for our executive officers, and membersin 2015, we adopted an equity incentive grant policy that provides that if at the time the Compensation Committee (or the Board, in the case of the Board. The vestingChief Executive Officer) approves annual equity awards to our executive officers (and other employees) our trading window is closed, then the annual equity awards that are approved for these PSAs isbasedexecutive officers (and other employees) will be granted on the achievementsecond trading day following the filing date with SEC of certain corporate objectivesour next quarterly or annual report that occurs after the date on which such grants are approved by the Board or the Compensation Committee, as applicable. Accordingly, our equity incentive grant policy provides the market with an opportunity to absorb the financial and other information included in our annual and periodic reports before annual equity awards are effective. As a result, the timing of annual equity awards to our continuing executive officers is not coordinated in a manner that intentionally benefits our executive officers; rather, the policy is designed with the objective to generally allow the market price thresholds of our common stock to reflect our then-current results and prospects at the time the equity grant becomes effective and the exercise price is set.

      The exercise price of all stock option grants is equal to the closing price of Geron Common Stock. These PSAs either will not vest at all or will vest 100% upon achievement of the specifiedperformance criteriaStock as certifiedreported by the Compensation Committee.
      

    • Broad-Based Benefits.Benefit programsNASDAQ Global Select Market on the date of grant, so employees and executive officers 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 offeredaligned for the long-term success of Geron.

      Geron’s standard vesting schedule for the first stock option grant awarded to allnewly 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 six months generally vest monthly from the date of grant over four years.

      Broad-Based Benefits and Other Compensation

      Benefit programs include a variety of health insurances,insurance plans, 401(k) plan Employee Stock Purchase Planandwith Company matching contributions at Board-approved levels, employee stock purchase plan 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 also receives housing and travelreimbursementtravel expense reimbursements for the commute from his principal residence in Texas.

    Texas to our headquarters in Menlo Park, California.

    Role of the Compensation Committee

    The Compensation Committee acts on behalf of the Board with respect to overseeing our compensation policiesprogram and programspolicies and in determining compensation for executive officers.officers, including the Named Executive Officers, other than our Chief Executive Officer. Compensation Committee members are independent of the Company’s management and undermeet the NASDAQ listing standards.standards for independence. Typically, the Compensation Committee

    
    
    
    

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    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 with the Chief Executive Officer, Executive Director of Human Resources, General Counsel and Radford. The Compensation Committee also meets in executive session without the presence of any employees. The Compensation Committee exercises independent judgment in allocating between cash and non-cashequity 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.industry. 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,benefits. Since December 2011, the Compensation Committee may receivehas retained Radford as its independent compensation consultant due to its extensive analytical and consulting work in the biotech/pharmaceutical industry. In this capacity, Radford has provided documentary support, including industry data from third-party salary survey sources, and recommendations related to cash and equity compensation for executive officers and members of the Board.

    In February 2014, the Compensation Committee reviewed information from Radford about potential conflicts of interest and 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. In 2014, the Company paid $45,000 to Radford for their services as a compensation consultant to the Compensation Committee regarding executive and Board compensation.

    The Compensation Committee reviews, and thereafter recommends to the Board, both the establishment and achievement of annual corporate goals for the annual incentive bonus plan. With respect to achievement of annual corporate goals, the Board considers the recommendations of the Compensation Committee and may accept or modify such as Radford.

    recommendations before approval. To aid the Compensation Committee in its responsibilities, the Chief Executive Officer, with input and assistance byfrom the General Counsel and senior human resources personnel,Executive 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 officer. The Compensation Committee does not consult with any other executive officer with regard to its decisions concerning compensation for executive officers. In making such decisions, the Compensation Committee gives considerable weight to the Chief Executive Officer’s performance evaluations of the executive officers, since he has direct knowledge of the criticality of their work, performance and contributions. 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 Chief Executive Officer reviews the performance of the other executive officers with the Compensation Committee, but no other executive officer has any input into executive compensation 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’s performance and contributions.Peer Group

    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,January 2014, the Compensation Committee determined that defining a definitive group of peer companies was necessarydesirable to provide benchmarks to reference in connection with making 2014 executive officer employee and non-employee director compensation matters anddecisions. Accordingly, the Compensation Committee engaged Radford to recommend adetermine an appropriate comparable peer group.group for such purposes. Based on Radford’s recommendations, in January 2014 the Compensation Committee approved a specific peer group in January 2012. This peer group, which the Committee uses to review executive officer compensation, consistsconsisting of 1917 publicly traded, U.S-basedU.S.-based biotechnology/pharmaceutical companies. TheThese peer group companies were selected because a majority of these companies are pre-commercial in nature, andthem did not have commercialized products or services, had market capitalizations between approximately $250 million and $1.3 billion, headcount rangeof fewer than 200 employees and annual research and development expenditures that rangeranging from approximately $30 million to $80 million. These parameters represented approximately one-half of, to two times to those comparable parameters of Geron.Geron at the time the peer group was approved in January 2014. The compensation practices of the 2014 peer group companies is herein referred to as the “market data.” The companies comprising our 2012the 2014 peer group are:were:

    AffymaxAchillion Pharmaceuticals, Inc.	Exelixis	Insmed Incorporated		Sunesis Pharmaceuticals, Inc.
    Anacor Pharmaceuticals, Inc.		Neurocrine Biosciences, Inc.		XenoPort, Inc.
    Alnylam PharmaceuticalsArray BioPharma Inc.	Infinity Pharmaceuticals	NPS PharmaceuticalsNovavax, Inc.		XOMA Corporation
    Ardea BiosciencesCytokinetics Incorporated	InterMune	Optimer PharmaceuticalsPTC Therapeutics, Inc.
    ArenaDyax Corp.		Raptor Pharmaceuticals Corp.	MannKind	Pharmacyclics
    DURECT	MAP Pharmaceuticals	Rigel Pharmaceuticals
    Dynavax Technologies Corporation	Micromet	Rigel Pharmaceuticals, Inc.
    EnzonInfinity Pharmaceuticals, Inc.	Nektar Therapeutics	Sangamo Biosciences, Inc.

    
    

    Executive EquityThe Compensation

        Stock option grants and restricted stock awards (including performance-based restricted stock awards) from Committee’s general compensation decision making strategy for 2014, in consultation with Radford, was to generally reference the 2002 Equity Incentive Plan and 2011 Incentive Award Plan encourage employee ownership50^th to 60^th percentile of the market data in Geron, link paycombination with performance and align interests of stockholders and employees. Without sustained growth and positive stock price performance, all our employees, includingmultiple other factors, such as the executive officers, carryofficers’ respective levels of experience and responsibility, prior performance, specific skills or competencies, internal pay equity, the risk that they will not be abledesired pay mix (including the other compensation elements provided to realize significant gains from their equity-based awards.the executive officers), and our budget, in determining the total target compensation (consisting of base salary, annual incentive bonus and value of equity awards) for all Named Executive Officers for 2014. The Compensation Committee determinesbelieves this strategy was necessary and appropriate in 2014 in order to retain top executive talent in the size of any stock option grant and restricted stock award according to each 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. competitive environment in which we operate.

    Compensation Risk Assessment

    The Compensation Committee takes into account each executive officer’s performance historyannually evaluates Geron’s compensation elements of base salary, annual incentive bonuses, equity awards, severance and his or her potential for future responsibilitychange in control benefits, other benefits and promotion. Other factors include long-term incentives previously granted,Geron’s compensation philosophy generally as it relates to all employees. The Compensation Committee reviews the amountfollowing elements of actual versus theoretical equity value per yearGeron’s compensation practices that has been derivedcomprise our compensation program to date bymitigate the individual, the current actual value of the unvested equity grants for each individual, the percentage of stock option grantsrisks associated with exercise prices greater than the Company’s stock price and the number of stock option grants that have expired unexercised as a result of market conditions. our compensation practices:

    ●	performance assessment based upon a mix of individual and corporate performance and achievement;
    ●	annual incentive bonuses determined by performance with no minimum payments;
    ●	utilization of a combination of cash and equity awards to encourage short-term and long-term incentives;
    ●	absence of employment agreements or contracts that contain multi-year guarantees of salary increases, non-performance-based bonuses or equity compensation; and
    ●	emphasis on equity amongst our employees and in comparison with external benchmarks.

    The Compensation Committee has the discretionreviewed our compensation policies and practices as they relate to give relative weightall employees and has determined that such policies and practices do not present any risks that are reasonably likely 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 madehave a material adverse effect 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 executiveGeron.

    
    
    
    

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    officers are approved by 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 interests of our stockholders, 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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    					2011 Weighting			2011 Result			Total
    Corporate Performance Category			Description		(A)			(B)			(A x B)
    Clinical Development			Progress of product candidates to and
    			through clinical trials
    			a) Imetelstat		20%			85%			0.170
    			b) GRN1005		15%			100%			0.150
    			c) GRNOPC1		15%			67%			0.100
    Product Development			Research and development, including
    			process improvements
    			a) Oncology		5%			100%			0.050
    			b) Stem cells		5%			50%			0.025
    Corporate Development			Execution of strategic transactions to
    			provide external funding over the next
    			three years
    			a) Public sources		10%			100%			0.100
    			b) Private sources		20%			0%			0.000
    Administration			Cash management to preserve capital		10%			100%			0.100
    Additional Achievements			Corporate restructuring and								0.055
    			organizational re-alignment
    			Total Corporate Performance Factor								0.750

    
    

        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 performance for the Named Executive Officers, included the following:

    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.

    20112014 Compensation Decisions

    Base Salaries

        Consistent with practices in 2009 and 2010, no adjustments were made to incumbent executive officerIn the first quarter of 2014, the Compensation Committee performed their annual analysis of base salaries for all of our executive officers. The Compensation Committee reviewed the market data provided by Radford and noted that the market data showed that each of our Named Executive Officers’ base salaries at the end of 2013 was between the 25^th to 75^th percentile of the market data. Given the desire to have competitive positioning of base salaries and in 2011,discretionary consideration of the performance of each of the Named Executive Officers during 2013, the Compensation Committee and, with respect to Dr. Scarlett, the Board, approved average salary increases of 3.2% as a cost of living adjustment for each of the Named Executive Officers, except for Mr. Greenwood,Ms. Bloom, who received an annuala 10.6% increase to her base salary of $500,000 with his appointment to President and Interimensure that her total cash compensation in 2014 as Chief ExecutiveFinancial Officer in February 2011.

        In September 2011, Dr. Scarlett was appointed Chief Executive Officer and a director of the Company. In accordancecommensurate with the termsmarket data.

    The following 2014 base salaries for the Named Executive Officers were effective as 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.1, 2014.

    			2013			Salary		2014
    Named Executive Officer			Base Salary			Increase (%)		Base Salary
    John A. Scarlett, M.D.			$569,250			3.0%		$586,500
    Olivia K. Bloom			$330,000			10.6%		$365,000
    Melissa A. Kelly Behrs			$341,550			3.1%		$352,000
    Andrew J. Grethlein, Ph.D.			$367,425			3.2%		$379,000
    Stephen N. Rosenfield, J.D.			$377,775	(1)		3.2%		$390,000	(1)

    ____________________
    
    

    (1)	We employ Mr. Rosenfield at 80% full-time equivalent. Thus, the actual base salary paid to Mr. Rosenfield is 80% of the amounts presented in the table.

    2014 Annual Cash IncentivesIncentive Bonuses

        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 initiatives in order to meet or exceed pre-established corporate goals. Every employee, including executive officers, has an established potential award, which is equal to a percentage of the employee’s base salary. The percentage increases with increasing rank in the Company. TheNamed Executive Officers’ 2014 annual incentive bonus targets, for executive officers in 2011 ranged from 40% to 60%as a percentage of base salary depending on the executive officer’s position. The executive officers’ 2011 bonus targets were setposition, remained at the same historical levels as inthat we have applied since 2010. In connection with Dr. Scarlett’s negotiated employment agreement, he is eligibleThese annual incentive bonus targets continue to receive an annual bonusgenerally reference the 50^th to 60^th percentile of up to 60%market data for total compensation (consisting of his annual base salary, payable atannual incentive bonus and value of equity awards) for executive officers in comparable positions and responsibilities in our peer group companies. The annual incentive bonus target percentage for the discretion of the Board.

        Each employee’s bonus amountexecutive vice president position is calculated using individual45% and corporate performance factors with increasing weight on Company performance for more senior employees. There are no minimum payouts and the only multipliers that would increase a bonus amount above the targets apply to the individual performance component. The corporate performance factor ranges from 0 to 1.0 and is assigned by the Compensation Committee (as discussed above) based upon its qualitative assessment of Company performance against corporate goals. Individual performance factors for 2011 ranged from 0 to 1.25 and were based on a supervisor’s assessment of an employee’s performance. As noted below, the Chief Executive Officer reviews the performanceposition is 60%. For 2014, Dr. Scarlett’s annual incentive bonus payout was 100% dependent upon achievement of theour corporate goals. For 2014, other executive officers andthan Dr. Scarlett, each Board member conducts an independent assessment of the ChiefNamed Executive Officer’s performance, which is submitted to the Compensation Committee for tabulation and evaluation. The Compensation Committee may approve anannual incentive bonus payout was 50% dependent upon achievement of our corporate goals, 30% dependent on individual performance, factor above 1.25and 20% dependent upon evaluationindividual support and manifestation of appropriate criteria.

    our corporate values. The Compensation Committee’s assessment oftable below summarizes the executive officer’s level of attainment of individual performance goals becomes the individual performance factor used in the calculation of theannual incentive bonus for the end of the year (as described in the table set forth below which illustrates the calculation of the 2011 bonus awardedtargets as a percentage of salary).annual salary for each of our Named Executive Officers for 2014.

    			Annual Incentive Bonus
    Named Executive Officer			Target as a % of Salary
    John A. Scarlett, M.D.			60%
    Olivia K. Bloom			45%
    Melissa A. Kelly Behrs			45%
    Andrew J. Grethlein, Ph.D.			45%
    Stephen N. Rosenfield, J.D.			45%

    
    
    
    
    
    

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    2014 Corporate Goal Achievement Factor

    The table below summarizes the corporate goals approved by the Board for 2014, including assigned weightings, and the Compensation Committee’s and Board’s assessment of our level of achievement of those goals in 2014. The corporate goals in 2014 were designed to focus our resources and efforts on raising and maintaining adequate capital to support the then-planned Phase 2 clinical trial of imetelstat and achieving regulatory clearance to re-start clinical development of imetelstat in the U.S. for the treatment of hematologic myeloid malignancies. As a result, many of our 2014 activities centered on raising funds through an equity financing, managing our operating spend to conserve our cash resources, and conducting extensive clinical follow-up activities, including establishing relationships with industry experts to analyze and collate key nonclinical and clinical data, which were submitted to the FDA and led to the release of the full clinical hold on our IND for imetelstat. Based on the achievements noted below, the Board deemed these corporate goals to be fully achieved for 2014.

    2014 Corporate Goals	Weighting (A)	Highlights of Company Performance	Percent Achievement (B)	Total (A x B)
    1)Prepare proposed plan to re-start clinical development in the U.S., European Union or both and present to the Board no later than September 2014.	20%	●Developed a comprehensive plan that provided clinical follow-up information from patients in the previously ongoing Geron-sponsored Phase 2 trials, data from nonclinical toxicology studies, and engaged industry experts to analyze and collate data that would be provided to the FDA to seek release of the full clinical hold.	100%	20%
    2)Make “Go/No-Go” recommendation by September 2014 to pursue Clinical Trial Authorization submission(s) in the European Union.	10%	●Presented to the Board the clinical and regulatory implications of pursuing independent clinical trial authorization in the European Union. ●Concluded that moving forward with such a submission pending FDA action while on clinical hold was not advantageous.	100%	10%
    3)Submit package to FDA to address clinical hold issues by mid-November 2014.	15%	●Submitted a complete response to the FDA in early October 2014 that included the required clinical follow-up and nonclinical data.	100%	15%
    4)Achieve regulatory clearance to re-start clinical development in the U.S. (e.g., partial lift of the full clinical hold on Geron’s IND for imetelstat) by end of 2014.	20%	●The FDA removed the full clinical hold on our IND for imetelstat on October 31, 2014, and deemed acceptable, our proposed clinical development plan for imetelstat that is focused on high-risk myeloid malignancies.	100%	20%

    
    
    
    
    
    

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    2014 Corporate Goals	Weighting (A)	Highlights of Company Performance	Percent Achievement (B)	Total (A x B)
    5)Raise at least $50 million through an equity financing, usage of the at-the-market equity facility and/or partnering by end of the second quarter of 2014.	25%	●Raised $96.8 million in net proceeds through an underwritten public offering of Geron Common Stock in the first quarter of 2014.	100%	25%
    6)Conduct at least two meetings with 40 institutional investors by the end of the fourth quarter of 2014.	5%	●Conducted more than 100 meetings with over 70 institutional investors.	100%	5%
    7)Manage expenditures to Board-approved budget.	5%	●Controlled expenses to be in line with established budget to maintain sufficient cash resources to advance development of imetelstat.	100%	5%
    Total	100%			100%

    The Board determined the Company had additional accomplishments in 2014 beyond the pre-established corporate goals stated above. These additional achievements included:

    ●	negotiating and executing a global strategic collaboration and license agreement with Janssen for imetelstat which included cash consideration comprised of a $35 million upfront payment, up to a potential total of $900 million for the achievement of development, regulatory and commercial milestones, and tiered royalties on worldwide net sales;
    ●	negotiating and completing successful transfer to Geron of the IND supporting the MF Pilot Study as well as sponsorship of MF Pilot Study, enabling access to study data critical to completion of Janssen’s due diligence process and closure of the Janssen transaction;
    ●	raised capital in excess of $50 million corporate goal through combination of successful public offering of Common Stock and receipt of $35 million in upfront payment under the Janssen collaboration; and
    ●	retained key managers and leaders during the uncertain period of the full clinical hold imposed by the FDA on our IND for imetelstat.

    As a result of these additional extraordinary accomplishments, the Board approved a discretionary increase to the 2014 corporate goal achievement factor of 0.2, raising the overall 2014 corporate goal achievement factor to 1.2.

    Individual Performance and Corporate Values Performance Factors

    For all employees in 2014, including the Named Executive Officers other than the Chief Executive Officer, actual individual performance factors ranged from 1.0 to 1.3. Each Named Executive Officer’s 2014 individual performance factor was based on overall performance and achievement, which reflected: his or her support of the 2014 corporate goals; and individual, team, departmental and functional performance and achievements, including performance and achievements beyond the original pre-established corporate, individual, team, departmental and functional goals.

    Our corporate values are authenticity, accountability, excellence, integrity and respect. The Compensation Committee determined that the actual individual corporate values performance factor was 1.0 for each of the Named Executive Officers, whose actions during 2014 demonstrated their full support and manifestation of our corporate values.

    
    
    
    

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    The following are the annual incentive bonus targets and weighting percentages used to calculate the 20112014 annual incentive bonus for each of the Named Executive Officers as well as the 20112014 actual bonus percentage awarded.

    			(A)		(B)		(C)		(D)		(E)		= (A*B*C)
    													+ (A*D*E)
    													Bonus
    			Bonus		Corporate		Corporate		Individual		Individual		Awarded
    			Potential as a		Performance		Performance		Performance		Performance		as a % of
    Officer and Position			% of Salary		Weighting		Factor		Weighting		Factor		Salary
    John A. Scarlett, M.D.
    President and Chief Executive Officer(1)			60%		80%		N/A		20%		N/A		N/A
    David L. Greenwood(2)
    Former President and Chief Financial Officer			60%		80%		0.75		20%		1.00		48%
    Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.
    Executive Vice President, Head of R&D, and
    Chief Medical Officer			45%		80%		0.75		20%		1.35		39%
    Melissa A. Behrs
    Senior Vice President, Strategic Portfolio
    Management, Product Development and
    Manufacturing			40%		80%		0.75		20%		1.20		34%
    David J. Earp, J.D., Ph.D.
    Senior Vice President, Corporate Transactions, and
    Chief Legal Officer			40%		80%		0.75		20%		1.20		34%
    Thomas B. Okarma, Ph.D., M.D.(3)
    Former President and Chief Executive Officer			60%		80%		N/A		20%		N/A		N/A
    Jane S. Lebkowski, Ph.D.(2)
    Former Senior Vice President and
    Chief Scientific Officer			40%		80%		0.75		20%		1.00		32%
    Katharine E. Spink, Ph.D.(2)
    Former Senior Vice President,
    Alliance Management and Cell Therapy
    Product Development			40%		80%		0.75		20%		1.00		32%

    ____________________

    			(A)		(B)				(C)		(D)		(E)		(F)		(G)		(H)		= (A*B*(C+D))
    																					+ (A*E*F)
    											2014										+ (A*G*H)
    			Annual								Discretionary										Annual
    			Incentive						2014		Additional								2014		Incentive
    			Bonus		Corporate				Corporate		Corporate				2014				Corporate		Bonus
    			Target		Goal				Goal		Goal		Individual		Individual		Corporate		Values		Awarded
    			as a		Achievement				Achievement		Achievement		Performance		Performance		Values		Performance		as a % of
    Named Executive Officer			% of Salary		Weighting				Factor		Factor		Weighting		Factor		Weighting		Factor		Salary
    John A. Scarlett, M.D.			60%			100%			1.0		0.2		N/A		N/A		N/A		N/A		72.0%
    Olivia K. Bloom			45%			50%			1.0		0.2		30%		1.2		20%		1.0		52.2%
    Melissa A. Kelly Behrs			45%			50%			1.0		0.2		30%		1.3		20%		1.0		53.6%
    Andrew J. Grethlein, Ph.D.			45%			50%			1.0		0.2		30%		1.2		20%		1.0		52.2%
    Stephen N. Rosenfield, J.D.			45%			50%			1.0		0.2		30%		1.2		20%		1.0		52.2%

    
    
    

    (1)		As Dr. Scarlett joined the Company in September 2011, he agreed that he would not receive an annual incentive award in 2011. The Compensation Committee will assess Dr. Scarlett’s performance from September 2011 through December 2012 when considering his annual incentive award for 2012.
    (2)		In connection with their separation agreements, Mr. Greenwood, Dr. Lebkowski and Dr. Spink each received a bonus payment in 2011. See the “Severance and Change in Control Benefits” section below for a description of the benefits Mr. Greenwood, Dr. Lebkowski and Dr. Spink received in connection with their separation from the Company.
    (3)		Dr. Okarma did not receive an annual incentive award in 2011 as he separated employment from the Company in February 2011.

    Assessment & Achievement of 2011 Individual Executive Officer Goals

        The Chief Executive Officer evaluates individual performance for the other executive officers through written evaluations. He provides the evaluations toFor 2014, the Compensation Committee along with hisconsidered Dr. Scarlett’s recommendations for each executive officer’sNamed Executive Officer’s individual performance factor. The Compensation Committee reviews theand corporate values performance factors, and assessment of each executive officer. The Compensation Committee obtains reviews of the Chief Executive

    
    
    
    

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    Officer from each Board member to evaluate the Chief Executive Officer, and makes a recommendation to the Board on his individual performance factor. For his service in 2011, Dr. Scarlett agreed that he would not receive a annual incentive award in 2011. The Compensation Committee will assess Dr. Scarlett’s performance from September 2011 through December 2012 when considering his annual incentive awarddetermined for 2012.

        For 2011, the Compensation Committee concurred with Dr. Scarlett’s recommendation for each executive officer’s achievement of his or her individual performance goals and concluded that each Named Executive Officer on an overall basis had achieved his or hertheir individual goals, which included support of theand corporate initiatives mentioned above and also departmental and functional goals,values performance factors, as describeddiscussed in detail below.

        Dr. KelseyMs. Bloom was awarded an individual performance factor of 1.35. Dr. Kelsey’s1.2 and a corporate values performance factor of 1.0 based primarily on the following achievements included:

    • Assuming leadership of research and development across programs and integrating the entire functionwith a new team-based and governance structure;
      
    • Assembling and managing a new team for GRN1005 clinical development;
      
    • Assuming the therapeutic development team lead role for GRNOPC1 clinical development and target product profile;
      
    • Overseeing the transformation of the imetelstat NSCLC Phase 2 study from being behind enrollment projections at the beginning of the year to exceeding enrollment projections at the end of the year; and
      
    • Focusing the activities of the Company’s oncology research efforts and instituting a research team system and separate research governance system, that include functional and cross-functional review.
    contributions she made during 2014:

    ●	executed financing initiatives to support our strategic plans, which resulted in raising approximately $96.8 million in net proceeds from an underwritten public offering of Common Stock in the first quarter of 2014;
    ●	provided analytical financial contributions that resulted in an executed global strategic collaboration and license agreement with Janssen in the second half of 2014;
    ●	completed the distribution of the Asterias Series A common stock to Geron stockholders, which required resolution of timing and securities registration filings with Asterias, the SEC and NASDAQ;
    ●	developed and directed a successful investor relations strategy that effectively maintained investor interest and support during the FDA full clinical hold of the imetelstat program; and
    ●	monitored and controlled operating expenses to stay within budgeted spending levels, including analysis of budget changes in light of the full clinical hold.

    Ms. Behrs was awarded an individual performance factor of 1.20. Ms. Behr’s1.3 and a corporate values performance factor of 1.0 based primarily on the following achievements included:and contributions she made during 2014:

    ●	performed key role in leading teams to complete Janssen technical and business due diligence requirements across all aspects of the imetelstat program, including data, documents, and responses related to clinical, regulatory, pharmacokinetics, translational research, nonclinical, quality control and compliance, intellectual property, and contractual aspects of the imetelstat program;
    ●	negotiated and executed a global strategic collaboration and license agreement with Janssen;
    ●	negotiated and completed successful transfer to Geron of the IND for the MF Pilot Study and sponsorship of MF Pilot Study, enabling access to study data critical to the completion of the Janssen due diligence process;
    ●	provided senior level Program Management leadership and hands-on support for the imetelstat teams to ensure successful completion of 2014 corporate goals for the imetelstat program; and

    
    
    
    
    
    

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    • Leading a comprehensive technology transfer process for GRN1005;
      
    • Managing the GRN1005 team to develop 2011-2013 strategic imperatives, 2011 program goals and initial refinement of the Phase 2 clinical development plan in brain metastases;
      
    • Providing effective leadership of the program management function;
      
    • Conceptualizing and leading the implementation of an integrated annual planning process for the Company’s 2012-2013 budgets; and
      
    • Establishing new commercial and financial planning functions.

    ●

    led the preparation of the initial action plan to collect clinical and nonclinical information requested by the FDA to address clinical hold issues, including leading the Nonclinical Toxicology Working Group in the successful preparation of an assessment of liver findings in our imetelstat chronic toxicology nonclinical findings.

    Dr. EarpGrethlein was awarded an individual performance factor of 1.20. 1.2 and a corporate values performance factor of 1.0 based primarily on the following achievements and contributions he made during 2014:

    ●	led a full strategic assessment of pursuing a clinical trial authorization submission in the European Union, including making extensive presentations to the Board to enable the Board to reach a “No-Go” decision in a timely and strategically sound manner;
    ●	oversaw the Development, Quality and Product Development & Manufacturing functions to fully achieve their internal goals, focusing attention on the critical details and technical execution in providing a comprehensive response to the FDA regarding the full clinical hold for imetelstat ahead of schedule;
    ●	planned and directed activities of key functions that enabled achievement of regulatory clearance to re-start clinical development of imetelstat in the United States; and
    ●	provided extensive technical analysis and input that resulted in an executed global strategic collaboration and license agreement with Janssen in the second half of 2014.

    Mr. Rosenfield was awarded an individual performance factor of 1.2 and a corporate values performance factor of 1.0 based primarily on the following achievements and contributions he made during 2014:

    ●	rendered expert legal advice and guidance to management, the Board and Board committees and, in particular, regarding the implications of the complex business strategies contemplated throughout the year;
    ●	provided risk management and detailed strategic and tactical legal and business counsel, as particularly evidenced by careful and timely review of key SEC documents, including preparation and review of all risk factors called out in such documents, and other documents, including press releases, Form 8-Ks and analyst, partnering and investor presentations;
    ●	provided expert leadership and counsel regarding corporate law, securities law, contracts, employment matters, and intellectual property matters;
    ●	supervised the Human Resources function and oversaw structuring of additional compensation elements that had higher retention value and which led to greater employee satisfaction (which was of particular importance during the FDA full clinical hold of our IND for imetelstat); and
    ●	supervised the Legal function and assured continuation of all key activities within the department at a high level, including very significant contributions of those employees to the execution of the Janssen collaboration and license agreement in the second half of 2014.

    2014 Annual Incentive Bonus for Chief Executive Officer

    Dr. Earp’s achievements included:

    • Organizing and leading the legal team in the development of an efficient and timely process of executingclinical trial agreements for imetelstat and GRN1005 Phase 2 clinical trials, which enabled patient enrollment ratesScarlett’s 2014 annual incentive bonus was structured to be ahead of projections in the imetelstat solid tumor studies as of the end of 2011;
      
    • Participating as a member of the joint development committee for the Geron-Angiochem collaboration;
      
    • Negotiating and executing funding and loan agreements100% dependent on corporate goal achievement. Accordingly, with the California Institute for Regenerative Medicine (CIRM) and maintaining a positive working relationship with CIRM leadership despiteBoard approved corporate goal achievement factor of 100% plus the discontinuation of the Company’s stem cell programs;
      
    • Serving as Executive Chairman of ViaGen, Inc. and assisting them with the development of a newbusiness strategy to progress towards cash break-even operations;
      
    • Achieving a successful outcome in the GemVax appeal at the Board of Appeals of the European Patent Office relating to the challenge against Geron’s European patent for telomerase; and
      
    • Overseeing the strategy for the patent interference with ViaCyte, Inc., including successful defense against a threshold dispositive motion.

        The individual performance factors awarded to Mr. Greenwood, Dr. Lebkowski and Dr. Spink at 1.0 each were assigned in connection with their separations from the Company and their separation agreements. For a further description of the benefits paid under the separation agreements, see the “Severance and Change in Control Benefits” section below.

    
    
    
    

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    Annual Equity Compensation

        In May 2011,20% additional discretionary corporate factor, the Compensation Committee recommended and the Board determined that Dr. Scarlett should receive 120% of his 2014 target annual incentive bonus.

    2014 Equity Awards

    The Compensation Committee granted a mix of stock options and restricted stock awards to all Geron employees including executive officers. Theon February 10, 2014, except for the Chief Executive Officer whose stock options were granted by the Board on February 11, 2014. To determine the appropriate size of the February 2014 option grants to each of the Named Executive Officers, the Compensation Committee first pre-approved aan option grant benchmarking guideline provided by Radford that was based on employee level and individual performance ratings at the end of 2010.level. This guideline determined the maximumrecommended a target number of options and restricted stock awards that could be awarded to an employee, including executive officers. Option grantsthe Named Executive Officers, based on an individual’s position. For the Named Executive Officers,

    
    
    
    

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    equity awards were awardedtargeted to all executive officers at one halfreference the maximum guideline in 2011. Restricted stock awards for employees, including executive officers, were equal50^th to one-half the number of shares60^th percentile of the employee’s option grant.

        Additionally, themarket data provided by Radford for equity awards based on employee level. The Compensation Committee approveddetermined that the grant of performance-based restricted stock awards (PSAs) to certain employees, including executive officers and members of the Board, in connection with the clinical development of GRN1005. The vesting of each PSA is linked to the achievement of specific corporate objectives during a defined performance period, which must be certified by the Compensation Committee. Allocation of the PSAs amongst employees, including executive officers and members of the Board, was based on the potential contributions, accountability and influence an individual had on the outcome of the particular performance milestones. Performance criteria for the 2011 PSA grants are:

    • Clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period beginning May 2011.
      
    • Clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period beginning May 2011.

        In September 2011, the Board approved the terms of the employment agreement for Dr. Scarlett. After considering the new hire equity awards granted to currentthe Named Executive Officers in 2014 should continue to consist of stock options rather than restricted stock awards that vest over time because stock options deliver future value only if the value of our stock increases above the exercise price. The Compensation Committee believed that this structure was the best approach for 2014 for incentivizing our executive officers and executive officersto increase stockholder value.

    Each of competitive companies and equity awards granted inour Named Executive Officers received the past to Dr. Okarma, former President and Chief Executive Officer, the Board approved afollowing stock option grants in February 2014:

    Named Executive Officer			2014 Stock Option Grant (# of shares)
    John A. Scarlett, M.D.				1,340,000
    Olivia K. Bloom				400,000
    Melissa A. Kelly Behrs				400,000
    Andrew J. Grethlein, Ph.D.				400,000
    Stephen N. Rosenfield, J.D.				400,000

    
    

    The exercise price for the February 2014 stock option grants was equal to the closing price of Geron Common Stock as reported by the NASDAQ Global Select Market on the date of grant and the vesting schedule is monthly over four years from the date of 1,000,000 sharesgrant, provided the employee continues to Dr. Scarlett.

    provide services to Geron. See the section entitled “Grants of Plan-Based Awards”Awards for 2014” on page 4442 for additional information regarding stock option grants, restricted stock awards and performance-based restricted stock awards to Named Executive Officers in 2011.2014.

    Other Compensation

    Geron offers a comprehensive array of benefit programs to its employees, including Named Executive Officers. These include:

    • Comprehensive medical, dental, vision coverage and life insurance;
      
    • A “cafeteria” plan administered pursuant to Section 125 of the Internal Revenue Code of 1986, as amended (the “Code”). The cafeteria plan includes Geron’s medical and dental insurance, medical reimbursement, and dependent care reimbursement plans;
      
    • A 401(k) plan. For 2011, the Company matched 100% of each employee’s annual contributions in Geron Common Stock, subject to a certain vesting schedule commencing from the employee’s start date; and
      
    • The Employee Stock Purchase Plan, which is implemented and administered pursuant to Section 423 of the Code.

    ●	comprehensive medical, dental, vision coverage and life insurance;
    ●	a “cafeteria” plan administered pursuant to Section 125 of the Code. The cafeteria plan includes Geron’s medical and dental insurance, medical reimbursement, and dependent care reimbursement plans;
    ●	a 401(k) plan, which is a retirement savings defined contribution plan established in accordance with Section 401(a) of the Code. For 2014, we provided a fully vested employer matching contribution in cash equal to 50% of each employee’s annual contributions; and
    ●	an Employee Stock Purchase Plan, which is implemented and administered pursuant to Section 423 of the Code.

    Executive officers pay for 30% of their health premium cost, which is deducted from their gross salary. Other employees pay either 16% or 25% of their health premium cost.

        The Company doesWe do not offer any pension plans or health benefits during retirement.

    Perquisites

        Executive officers receive limited perquisites consisting of tax and financial planning services. We believe that providing these benefits is a relatively inexpensive way to enhance the competitiveness of the executive’s compensation package.

    
    
    
    

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    In accordance with the terms of his employment agreement, Dr. Scarlett receives reimbursement for housing expenses (not to exceed $2,000 per month) and travel costs (not to exceed $20,000 per year) in connection with the commute from his personal residence in Texas.Texas to our headquarters in Menlo Park, California. These commuting expense benefits were negotiated with Dr. Scarlett at the time of his initial employment and were deemed a reasonable expense and necessary inducement to his commencement of employment with us. Dr. Scarlett does not receive separate compensation for serving as a member of theour Board.

    
    
    
    

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    Severance and Change in Control BenefitsEmployment Agreements

        In September 2002,We have entered into a written employment agreement with each of the Board approved a ChangeNamed Executive Officers setting forth the terms of Control Severance Plan (the “Severance Plan”) that became effective on January 21, 2003 and was subsequently revised in October 2006 and December 2008.their employment. The Severance Plan applies to all employees, and providesagreements also provide for each employee to receive acertain severance paymentbenefits upon a triggering event following a change in control. A triggering event is defined as an event where (i) an employee is terminated bycovered termination of the Company without causeNamed Executive Officer’s employment, and for accelerated vesting of options in connection with a change in control transaction, which terms are further described below under the section entitled “Severance and Change in Control Benefits.” Each of our Named Executive Officers is employed “at will”.

    We entered into an employment agreement with Dr. Scarlett dated September 29, 2011, in connection with commencement of his employment with us. Dr. Scarlett’s employment agreement originally provided him with an annual base salary of $550,000, subject to increase, and an annual bonus targeted at 60% of his annual base salary. On February 11, 2014, we amended Dr. Scarlett’s employment agreement to provide for an annual base salary of $586,500, subject to increase, and to include a clawback provision that provides that Dr. Scarlett’s annual bonus is subject to forfeiture or within 12 months following a change in control; or (ii) an employee is not offered comparable employment (new or continuing) byrepayment to the Company should the Company determine, in its reasonable discretion, that Dr. Scarlett has engaged in any misconduct intended to affect the payment of his annual discretionary bonus, or has otherwise engaged in any act or omission that would constitute cause for termination of employment (the “clawback provision”).

    We entered into an employment agreement with Ms. Bloom dated December 7, 2012, in connection with her appointment as our Senior Vice President, Finance, Chief Financial Officer and Treasurer, to provide an annual base salary of $330,000 and an annual discretionary bonus targeted at 40% of her annual base salary. On September 24, 2013, we amended Ms. Bloom’s employment agreement to provide that Ms. Bloom’s annual discretionary bonus is subject to forfeiture or repayment to the Company’s successorCompany pursuant to the same clawback provision described above for Dr. Scarlett, but with respect to Ms. Bloom. On February 11, 2014, in connection with her promotion to Executive Vice President, we amended Ms. Bloom’s employment agreement to provide for an annual base salary of $365,000, subject to increase, and an annual discretionary bonus targeted at 45% of her annual base salary.

    We entered into an employment agreement with Ms. Behrs effective January 31, 2013, to provide an annual base salary of $341,550, subject to increase, and an annual discretionary bonus targeted at 40% of her annual base salary. On September 24, 2013, we amended Ms. Behrs’ employment agreement to provide that Ms. Behrs’ annual discretionary bonus is subject to forfeiture or acquirer within 30 days afterrepayment to the Company pursuant to the same clawback provision described above for Dr. Scarlett, but with respect to Ms. Behrs. On February 11, 2014, in connection with her promotion to Executive Vice President, we amended Ms. Behrs’ employment agreement to provide for an annual base salary of $352,000, subject to increase, and an annual discretionary bonus targeted at 45% of her annual base salary.

    We entered into an employment agreement with Dr. Grethlein effective September 17, 2012, in connection with commencement of his employment with us, to provide an annual base salary of $355,000 and an annual discretionary bonus targeted at 45% of his annual base salary. On February 11, 2014, we amended Dr. Grethlein’s employment agreement to provide for an annual base salary of $379,000, subject to increase, and to provide that Dr. Grethlein’s annual discretionary bonus is subject to forfeiture or repayment to the Company pursuant to the same clawback provision described above for Dr. Scarlett, but with respect to Dr. Grethlein.

    We entered into an employment agreement with Mr. Rosenfield effective February 16, 2012, in connection with commencement of his employment with us, to provide an annual base salary of $292,000, pro-rated to reflect Mr. Rosenfield’s 80% of a full-time work schedule, and an annual discretionary bonus targeted at 45% of his annual base salary. On September 24, 2013, we amended Mr. Rosenfield’s employment agreement to provide that Mr. Rosenfield’s annual discretionary bonus is subject to forfeiture or repayment to the Company pursuant to the same clawback provision described above for Dr. Scarlett, but with respect to Mr. Rosenfield.

    Severance and Change in Control Benefits

    Our Named Executive Officers are entitled to certain severance and change in control or anybenefits under the terms of our Amended Severance Plan, their employment offer is rejected; or (iii) after accepting (or continuing) employment with the Company after aagreements and our equity plans. These severance and change in control an employee resigns within six months following a change in control due to a material change in the terms of employment. Severance payments range from three to 18 months of base salary, depending on the employee’s position with the Company, payable in a lump sum payment. The severance payment would be 18 months for the Chief Executive Officer and 15 months for the Named Executive Officers. In addition to a cash payment, the Company will also pay health insurance premiums under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for each employee through the earlier of the end of his or her severance period or the time that the employee obtains other coverage. Change in control provisions in the Severance Plan are intended to allow executive officersemployees, including Named Executive Officers, to focus their

    
    
    
    

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    attention on ourthe business operations of Geron in the face of the potentially disruptive impact of a proposed change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control of Geron.

    The Compensation Committee believes that the Company.severance benefits we offer remain essential to fulfill the objective to recruit, retain and develop key management talent in the competitive market. These arrangements enable us to recruit and retain high-quality new management talent because they provide reasonable protection to the executive officer in the event that he or she is not retained under limited circumstances. We do not provide for any excise tax gross-ups in the Amended Severance Plan or in any individual agreement with a Named Executive Officer.

    Amended Severance Plan

    In September 2002, the Board approved a Severance Plan that originally became effective on January 21, 2003 and was subsequently amended and restated, most recently in May 2013 (collectively referred to herein as the “Amended Severance Plan”). The May 2013 amendment included modifications that require a “double trigger” for cash severance benefits to be paid to employees, including Named Executive Officers in the event of a Change in Control, as defined below, so that benefits are paid only upon a Change in Control and a termination of employment, such termination being either by the Company or because the employee resigns due to a material change in their employment terms. Prior to the May 2013 amendment, the Amended Severance Plan had provided a “single trigger” for payment of cash severance benefits upon a Change in Control. The “single trigger” was removed from the Amended Severance Plan in response to stockholders feedback and because the Board believes that a “double trigger” provides reasonable protection of their interests in connection with any potential change in control.

    The Amended Severance Plan applies to all employees, including the Named Executive Officers, who are not subject to a performance improvement plan. Severance benefits provided under the employment agreements with the Named Executive Officers are generally reduced by the same type of severance payments the Named Executive Officer is entitled to receive under the Amended Severance Plan in order to prevent duplication of benefits.

    The Amended Severance Plan provides for severance benefits to the Named Executive Officers only if there is a Change in Control triggering event. Under the Amended Severance Plan, upon a Change in Control triggering event, each of our Named Executive Officers is entitled to a payment equal to 15 months (18 months, with respect to Dr. Scarlett) of his or her base salary then in effect as of such Change in Control triggering event and payment of COBRA premiums for up to 15 months (18 months, with respect to Dr. Scarlett).

    A Change in Control triggering event is defined by the Amended Severance Plan as a termination without Cause in connection with a Change in Control (which has the same definition as under the 2011 Plan described below) or within 12 months following a Change in Control. Additionally, if an individual is terminated by the Company in connection with a Change in Control but immediately accepts employment with the Company’s successor or acquirer, they will not be deemed to have had a Change in Control triggering event unless: i) such individual is subsequently terminated without Cause by the successor or acquirer within the 12 months following the Change in Control; ii) such individual resigns employment with the Company because in connection with a Change in Control he or she is offered terms of employment (new or continuing) by the Company or the Company’s successor or acquirer within 30 days after the Change in Control that results in a material change in the terms of employment; or iii) after accepting (or continuing) employment with the Company or the Company’s successor or acquirer after a Change in Control, such individual resigns employment within 12 months following the Change in Control due to a material change in terms of employment as defined below.

    For purposes of the Amended Severance Plan a “material change in terms of employment” shall occur if one of the following events occurs without the employee’s consent: i) base salary is materially reduced from that in effect immediately prior to the Change in Control; ii) if as of the Change in Control they are employed at the director level or above, they are subject to a material reduction in their duties (including responsibilities and/or authority); iii) their principal work location is to be moved to a location that is either more than 45 miles from their principal work location immediately prior to the Change in Control or more than 30 miles farther from their principal weekday residence than was their principal work location immediately prior to the Change in Control; or iv) the Company or the Company’s successor or acquirer materially breaches the terms of any employment or similar

    
    
    
    

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    service agreement with the employee. Additionally, in order for the resignation to be deemed due to a material change in terms of their employment, the employee must provide written notice to the Company’s General Counsel within 30 days after the first occurrence of the event giving rise to a material change in their terms of employment setting forth the basis for their resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, the employee resignation from all positions they then hold with the Company is effective not later than 90 days after the expiration of the cure period.

    For purposes of the Amended Severance Plan, “Cause” generally means an employee’s continued failure to satisfactorily perform duties, willful act or omission constituting dishonesty, fraud or other malfeasance against the Company, conviction of a felony, debarment by the FDA from working in or providing services to any pharmaceutical or biotechnology company or other ineligibility under any law or regulation to perform the employee’s duties to the Company, or breach of any material Company policies.

    Payment of any benefits under the Amended Severance Plan is conditioned on the timely provision of an effective release of claims against Geron.

    Employment Agreements

    Under Dr. Scarlett’s employment agreement, in the event of a Covered Termination (as defined below) and subject to his provision of a release of claims against Geron, Dr. Scarlett will be entitled to: i) any unpaid annual incentive bonus to which he would have become entitled for any fiscal year that ends on or before the termination date had he remained employed through the payment date, payable in a single lump-sum payment; ii) a lump-sum severance payment equal to 24 months of his base salary then in effect as of such termination; iii) continued healthcare coverage as permitted under COBRA for a period of one year following a Covered Termination at the same cost as in effect immediately prior to such termination; and iv) the vested portion of any stock options or other exercisable equity interest in Geron will remain outstanding until the earlier of the second anniversary of the date of termination and the original expiration date of such award. In addition, Dr. Scarlett’s employment agreement provides that the initial option granted to him will vest in full upon a change in control if he is providing services through the date of such change in control. In addition, other stock options granted to Dr. Scarlett will vest in full upon a Change in Control (as defined in the relevant equity plan under which the options were granted) if Dr. Scarlett is providing services through the date of such Change in Control. As described above, Dr. Scarlett is also eligible to participate in Geron’s Amended Severance Plan, provided that any severance benefits payable under Dr. Scarlett’s employment agreement, other than annual discretionary bonuses and extended exercisability of any stock options or equity awards, shall be reduced by the amount of severance or other cash payable to Dr. Scarlett under the Amended Severance Plan.

    Under the employment agreements for each of the other Named Executive Officers, in the event of a Covered Termination and subject to a release of claims against Geron, each Named Executive Officer will be entitled to a lump-sum severance payment equal to 12 months of base salary then in effect as of such termination, a pro-rated portion of any target annual incentive bonus, continued COBRA coverage for a period of one year following a Covered Termination, and the vested portion of any stock options or other exercisable equity interest in Geron in either case shall remain outstanding until the earlier of the second anniversary of the date of termination and the original expiration date of such award. In addition, stock options granted to each of the Named Executive Officers will vest in full upon a Change in Control (as defined in the relevant equity plan under which the options were granted) if the Named Executive Officer is providing services through the date of such Change in Control. As described above, each of the Named Executive Officers is also eligible to participate in Geron’s Amended Severance Plan, provided that any severance benefits payable under the Named Executive Officer’s employment agreements, other than annual discretionary bonuses and extended exercisability of any stock options or equity awards, shall be reduced by the amount of severance or other cash payable to the Named Executive Officers under the Amended Severance Plan.

    For the purposes of the Named Executive Officers’ employment agreements, a “Covered Termination” generally means an Involuntary Termination Without Cause that occurs at any time, provided that such termination constitutes a “separation from service” within the meaning of Section 409A of the Code, and “Involuntary Termination Without Cause” generally means an executive officer’s dismissal or discharge other than: i) for cause

    
    
    
    

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    or ii) following an involuntary or voluntary filing of bankruptcy, an assignment for the benefit of creditors, a liquidation of our assets in a formal proceeding or otherwise or any other event of insolvency by Geron, in any case, without an offer of comparable employment by Geron or a successor, acquirer, or affiliate of Geron.

    For purposes of the Named Executive Officers’ employment agreements, “Cause” generally means the executive officer’s: i) willful act or omission constituting dishonesty, fraud or other malfeasance against the Company; ii) conviction of a felony; iii) debarment by the FDA from working in or providing services to any pharmaceutical or biotechnology company or other ineligibility under any law or regulation to perform the employee’s duties to the Company; or iv) breach of any material Company policies.

    Equity Plans

    As set forth in each individual stock option or restricted stock award agreement under the 2011 Plan, in the event of a Change in Control of Geron (defined below), the vesting of each outstanding option and award held by all employees and outside directors will accelerate so that each option shall become fully exercisable for all of the outstanding shares subject to such option immediately prior to the consummation of such transaction and each other type of award shall be fully vested with all forfeiture restrictions on any or all of such awards to lapse. For purposes of the 2011 Plan, a “Change in Control” generally means and includes each of the following: a) as a result of any merger or consolidation, the voting securities of Geron outstanding immediately prior thereto represent (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 49% of the combined voting power of the voting securities of Geron or such surviving or acquiring entity outstanding immediately after such merger or consolidation; b) during any period of 24 consecutive calendar months, the individuals who at the beginning of such period constitute the board of directors, and any new directors whose election by such board of directors or nomination for election by stockholders was approved by a vote of at least two-thirds of the members of such board of directors who were either directors on such board of directors at the beginning of the period or whose election or nomination for election as directors was previously so approved, for any reason cease to constitute at least a majority of the members thereof; c) any individual, entity or group becomes the beneficial owner of more than 20% of the then outstanding shares of Geron Common Stock; d) any sale of all or substantially all of the assets of Geron; or e) the complete liquidation or dissolution of Geron.

    In the event of a merger, acquisition or similar change in control, of the Company, the 1992 Stock Option Plan, the 1996 Directors’ Stock Option Plan, the 2002 Equity Incentive Plan and the 2006 DirectorsDirectors’ Plan andprovide through each respective plan or the 2011 Incentive Award Plan provideindividual stock option or restricted stock award agreements or both, that each outstanding option and award held by all employees or outside directors will accelerate so that each option will be fully exercisable for all of the shares subject to such option immediately prior to the effective date of the transaction and each other type of award shall be fully vested. In addition, upon the occurrence of such transaction, the 2002 Equity Incentive Plan and the 2006 Directors Plan and the 2011 Incentive AwardDirectors’ Plan provide that all of the outstanding repurchase rights of the CompanyGeron with respect to shares of Common Stock acquired upon exercise of options granted, as well as shares of restricted stock under the 2002 Equity Incentive Plan and the 2006 Directors Plan and the 2011 Incentive AwardDirectors’ Plan, will terminate.

        In January 2003, the Company entered into employment agreements with certain executive officers and key employees which were amended in 2008 to comply with the requirements of Code Section 409A. These agreements provide for severance pay, in lump-sum payment, equal to a percentage of annual salary and accrued bonus plus benefits continuation for one year to the affected executive officer in the event his or her employment is terminated involuntarily without cause. Payments under these agreements are to be reduced by the amount of any payments made under the Severance Plan previously described. The employment agreements provide that such executive officers may not interfere with the business of the Company by soliciting or attempting to solicit any employee of the Company to terminate his or her employment in order to become an employee, consultant or independent contractor to or for any competitor of the Company and most provide a general release of claims. Currently, the only Named Executive Officers with such employment agreements are Ms. Behrs and Dr. Earp, and each is entitled to a severance payment of 110% of their respective base salary.

        In September 2011, the Company entered into an employment agreement with Dr. Scarlett, in connection with his appointment as Chief Executive Officer of the Company. Under Dr. Scarlett’s employment agreement, in the event of a Covered Termination (as defined under the agreement): (i) he will be entitled to a lump-sum severance payment equal to twenty-four (24) months of his base salary then in effect as of such termination and any unpaid Annual Bonus, (ii) Dr. Scarlett and his covered dependents will also be eligible to continued healthcare coverage as permitted by COBRA for a period of one (1) year following a Covered Termination at the same cost as in effect immediately prior to such termination; and (iii) the vested portion of any stock options or other exercisable

    
    
    
    

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    equity interest in the Company shall remain outstanding until the earlier of the second anniversary of the date of termination and the original expiration date of such award. Dr. Scarlett will also be eligible to participate in Geron’s Severance Plan in the event of a change in control.

        The Compensation Committee believes that severance benefits such as these remain essential to fulfill our objective to recruit, retain and develop key management talent in the competitive market. These arrangements enable the Company to recruit and retain high-quality new management talent because they provide reasonable protection to the executive officer in the event that he or she is not retained under limited circumstances.

        In conjunction with the implementation of the new leadership structure, Thomas B. Okarma, Ph.D., M.D., left as Geron’s President and Chief Executive Officer and as a member of the Board, effective February 8, 2011. On February 11, 2011, the Company and Dr. Okarma entered into a Transition and Separation Agreement (the “Okarma Agreement”), effective as of February 19, 2011, that provided for, among other things, a lump-sum cash severance payment of $802,500 and up to 12 months of continued health care coverage under COBRA which he was entitled to receive in connection with his termination of employment under his 2003 employment agreement, and the full acceleration of vesting and exercisability of previously unvested stock options. In addition, the exercise period of all stock options held by Dr. Okarma was extended to the earlier of February 8, 2014 or the original expiration date of such stock option. As consideration, Dr. Okarma provided the Company with a general release of claims against the Company. In addition, pursuant to the Okarma Agreement, Dr. Okarma agreed to serve as a non-exclusive independent consultant to the Company until July 9, 2013 and will receive for such services an aggregate of $401,250 in consulting fees, payable in quarterly installments, and a lump-sum cash payment of $72,000 that is intended to compensate Dr. Okarma for expenses incurred by him in connection with office space and administrative support during the consulting period. Dr. Okarma was also entitled to vesting of service-based restricted stock awards that vested in full on August 8, 2011. Unvested shares of performance-based restricted stock awards held by Dr. Okarma will remain eligible for vesting based on his continued service as a consultant and in accordance with the original terms of the award if the respective performance conditions are achieved by July 9, 2013. The Company was also obligated to pay Dr. Okarma $24,000 to compensate him for healthcare benefits not covered by Medicare and up to $12,500 for the reimbursement of legal fees. The indemnification and confidentiality provisions of his 2003 employment agreement with the Company remain in full force and effect.

        In connection with the appointment of David L. Greenwood in February 2011 as President, Interim Chief Executive Officer and Chief Financial Officer of the Company, the Company entered into a new employment agreement with Mr. Greenwood. Under Mr. Greenwood’s employment agreement, in the event of a Covered Termination (as defined under the agreement): (i) he was entitled to a lump-sum severance payment equal to 150% of his annual base salary in effect and (ii) continued healthcare coverage as permitted by COBRA for a period of two (2) years following a Covered Termination at the same cost as in effect immediately prior to such termination. On December 31, 2011, Mr. Greenwood’s employment with the Company terminated due to a Covered Termination. On January 30, 2012, the Company and Mr. Greenwood entered into a Transition and Separation Agreement (the “Greenwood Agreement”), effective February 7, 2012, that provides for, among other things, a lump-sum cash severance payment of $750,000 and 12 months of continued health care coverage under COBRA, consistent with Mr. Greenwood’s 2011 employment agreement. In addition, Mr. Greenwood received a lump-sum cash bonus payment of $235,800 for 2011, and the exercise period of all exercisable stock options held by Mr. Greenwood was extended to the earlier of December 31, 2013 or the original expiration date of such stock options. The Company is also obligated to pay Mr. Greenwood up to $5,000 for the reimbursement of legal fees in connection with the Greenwood Agreement. The Greenwood Agreement also provides that the indemnification and confidentiality provisions of Mr. Greenwood’s 2011 employment agreement remain in full force and effect. In consideration of the entry into the Greenwood Agreement and the separation benefits described above, Mr. Greenwood provided the Company with a general release of claims against the Company. In addition pursuant to the Greenwood Agreement, Mr. Greenwood agreed to serve as an independent consultant to the Company until March 31, 2012. As provided in the agreement, the term was extended to June 30, 2012. The Company and Mr. Greenwood may each terminate the Greenwood Agreement at any time with thirty (30) days advance notice. The Greenwood Agreement provides that Mr. Greenwood will receive a consulting fee of $400 per hour. Under the Greenwood Agreement, consistent with the terms of our 2002 Equity Incentive Plan and 2011 Incentive Award Plan and the original terms of the awards and options previously granted to him, Mr. Greenwood is entitled to continued vesting of currently unvested restricted stock awards and unvested stock options during the period that Mr. Greenwood continues to serve as

    
    
    
    

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    a consultant to the Company and his performance-based restricted stock awards will remain eligible for vesting, in each case, conditioned on Mr. Greenwood’s continued service as a consultant and subject to vesting in accordance with the original terms of the award.

        On November 14, 2011, the Company announced its decision to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. In connection with that decision, 66 positions were eliminated, including those 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.

        On December 29, 2011, the Company and Dr. Lebkowski entered into a Transition and Separation Agreement (the “Lebkowski Agreement”), effective January 10, 2012, that provides for, among other things, a lump-sum cash severance payment of $368,500 and 12 months of continued health care coverage under the provisions of COBRA, consistent with Dr. Lebkowski’s 2003 employment agreement. In addition, Dr. Lebkowski received a lump-sum cash bonus payment of $107,200 for 2011, and the exercise period of all exercisable stock options held by Dr. Lebkowski was extended to the earlier of December 31, 2013 or the original expiration date of such stock options. The Lebkowski Agreement also provides that the indemnification and confidentiality provisions of Dr. Lebkowski’s 2003 employment agreement remain in full force and effect. In consideration of the entry into the Lebkowski Agreement and the separation benefits described above, Dr. Lebkowski provided the Company with a general release of claims against the Company. In addition, on December 29, 2011, the Company and Dr. Lebkowski entered into a Consulting Agreement effective January 14, 2012 (the “Lebkowski Consulting Agreement”), pursuant to which Dr. Lebkowski agreed to serve as an independent consultant to the Company until March 31, 2012. As provided in the agreement, the term was extended to June 30, 2012. The Company and Dr. Lebkowski may each terminate the Lebkowski Consulting Agreement at any time with thirty (30) days advance notice. The Lebkowski Consulting Agreement provides that Dr. Lebkowski will receive a consulting fee of $400 per hour. Under the Lebkowski Consulting Agreement, Dr. Lebkowski is entitled to continued vesting of currently unvested restricted stock awards and unvested stock options during the period that Dr. Lebkowski continues to serve as a consultant to the Company and her performance-based restricted stock awards will remain eligible for vesting, in each case, conditioned on Dr. Lebkowski’s continued service as a consultant and subject to vesting in accordance with the original terms of the award.

        On December 31, 2011, the Company and Dr. Spink entered into a Transition and Separation Agreement (the “Spink Agreement”), effective December 31, 2011, that provides for, among other things, a lump-sum cash severance payment of $319,000 and 12 months of continued health care coverage under COBRA. In addition, Dr. Spink received a lump-sum cash bonus payment of $92,800 for 2011, and the exercise period of all exercisable stock options held by Dr. Spink was extended to the earlier of December 31, 2013 or the original expiration date of such stock options. The Spink Agreement also provides that the indemnification and confidentiality provisions of Dr. Spink’s Proprietary Information and Inventions Agreement executed on November 4, 2003, remain in full force and effect. In consideration of the entry into the Spink Agreement and the separation benefits described above, Dr. Spink provided the Company with a general release of claims against the Company. In addition, on December 31, 2011, the Company and Dr. Spink entered into a Consulting Agreement effective January 14, 2012 (the “Spink Consulting Agreement”), pursuant to which Dr. Spink agreed to serve as an independent consultant to the Company until March 31, 2012. As provided under the agreement, the term was extended to until June 30, 2012. The Company and Dr. Spink may each terminate the Spink Consulting Agreement at any time with thirty (30) days advance notice. The Spink Consulting Agreement provides that Dr. Spink will receive a consulting fee of $400 per hour. Under the Spink Consulting Agreement, Dr. Spink is entitled to continued vesting of currently unvested restricted stock awards and unvested stock options during the period that Dr. Spink continues to serve as a consultant to the Company and her performance-based restricted stock awards will remain eligible for vesting, in each case, conditioned on Dr. Spink’s continued service as a consultant and subject to vesting in accordance with the original terms of the award.

    
    
    
    

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    Tax and Accounting Implications for Executive Compensation

    The Compensation Committee is responsible to addressfor addressing the issues raised by Section 162(m) of the Code, which makes certain “non-performance-based” compensation to certain executivesexecutive officers of the CompanyGeron in excess of $1,000,000 non-deductible to the Company.us. To qualify as “performance-based” under Section 162(m), compensation payments must be determined pursuant to a plan, by a committee of at least two “outside” directors (as defined in the regulations promulgated under the Code) and must be based on achieving objective performance goals. In addition, the material terms of the plan must be disclosed to and approved by stockholders and the outside directors or the Compensation Committee, as applicable, must certify that the performance goals were achieved before payments can be awarded.

    The Compensation Committee will continue to examine the effects of Section 162(m), to monitor the level of compensation paid to our executive officers and take appropriate action in response to the provisions of Section 162(m), to the extent practicable while maintaining competitive compensation practices. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee reserves the right to recommend and award compensation that is not deductible under Section 162(m).

    
    
    
    

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    In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equityequity-based awards, its decisions in determining the size and form of different equity-based awards.

    COMPENSATION COMMITTEE REPORT

    Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and contained within this Proxy Statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2011.2014.

    Submitted on March 22, 201216, 2015 by the members of the Compensation Committee of the Board of Directors:

    Robert J. Spiegel, M.D., FACP	Compensation Committee Chair
    Thomas Hofstaetter, Ph.D.	Compensation Committee Member
    V. Bryan Lawlis, Ph.D.	Compensation Committee Member

    
    

    This Section is not “soliciting material,” is not deemed “ filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or the Securities Act of 1933, as amended, (the “Securities Act”),other than in Geron’s Annual Report on Form 10-K where it shall be deemed to be furnished, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

    
    
    
    

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    EXECUTIVE COMPENSATION TABLES

    20112014 Summary Compensation Table

    The following table includes information concerning compensation for the years ended December 31, 2011, 20102014, 2013 and 20092012 to theour Principal Executive Officer, Principal Financial Officer theand our three other most highly compensated executive officers of the Company and up to two additional individuals who would have been oneas of our three most highly compensated executive officers except for the fact that they were not serving as executive officers at December 31, 20112014 (our “Named Executive Officers”).

    																	All
    											Stock			Option			Other
    					Salary			Bonus			Awards			Awards			Compensation					Total
    Name and Principal Position			Year		($)			($)(1)			($)(2)			($)(2)			($)(3)					($)
    John A. Scarlett, M.D.(4)        President and Chief Executive Officer			2011		$	141,731		$	—		$	—		$	1,165,900			$	12,091			$	1,319,722
    David L. Greenwood(5)			2011		$	491,337		$	235,800		$	967,875		$	659,220			$	794,278			$	3,148,510
    Former President, and Chief			2010			415,000			165,100			555,975			215,558				38,498				1,390,131
    Financial Officer			2009			415,000			164,300			570,500			606,356				36,817				1,792,973
    Stephen M. Kelsey, M.D., F.R.C.P,			2011		$	400,000		$	156,600		$	174,375		$	188,168			$	43,155			$	962,298
    F.R.C.Path., Executive Vice President,			2010			400,000			159,100			555,975			215,558				36,697				1,367,330
    Head of R&D, and Chief Medical Officer			2009			272,821			158,400			193,600			735,060				12,101				1,371,982
    Melissa A. Behrs			2011		$	320,000		$	107,500		$	238,313		$	125,445			$	39,449			$	830,707
    Senior Vice President, Strategic			2010			320,000			113,200			400,450			172,446				38,219				1,044,315
    Portfolio Management, Product			2009			320,000			112,600			423,800			249,676				37,067				1,143,143
    Development and Manufacturing
    David J. Earp, J.D., Ph.D.			2011		$	325,000		$	109,200		$	392,925		$	125,445			$	37,425			$	989,995
    Senior Vice President, Corporate			2010			325,000			114,900			400,450			143,705				36,195				1,020,250
    Transactions, and Chief Legal Officer			2009			325,000			114,400			423,800			463,684				35,781				1,362,665
    Thomas B. Okarma, Ph.D., M.D(6)			2011		$	56,587		$	—		$	—		$	—			$	1,089,866			$	1,146,453
    Former President and Chief			2010			535,000			283,800			666,800			287,410				16,368				1,789,378
    Executive Officer			2009			535,000			282,500			717,200			1,551,558				15,742				3,102,000
    Jane S. Lebkowski, Ph.D.(7)			2011		$	335,000		$	107,200		$	416,175		$	125,445			$	405,187			$	1,389,007
    Former Senior Vice President and			2010			335,000			118,500			489,850			143,705				35,827				1,122,882
    Chief Scientific Officer			2009			335,000			117,900			423,800			374,514				35,200				1,286,414
    Katharine E. Spink, Ph.D.(8)			2011		$	296,054		$	92,800		$	116,250		$	125,445			$	353,730			$	984,279
    Former Senior Vice President,
    Alliance Management and Cell
    Therapy Product Development

    Name and Principal Position			Year		Salary ($)				Bonus ($)				Option Awards ($)(1)			Non-Equity Incentive Plan Compensation ($)(2)					All Other Compensation ($)(3)					Total ($)
    John A. Scarlett, M.D.			2014		$	586,500			$	70,380	(4)		$	5,001,416			$	351,900				$	60,807			$	6,071,003
    President and Chief Executive Officer			2013			569,250				—				1,308,242				341,550					59,299				2,278,341
    			2012			550,000				39,600	(5)			410,111				290,400					54,842				1,344,953
    Olivia K. Bloom(6)			2014		$	365,000			$	16,425	(4)		$	1,468,600			$	174,105				$	12,126			$	2,036,256
    Executive Vice President, Finance,			2013			330,000				—				462,899				135,960					28,297				957,156
    Chief Financial Officer and Treasurer			2012			259,038				—				174,602				114,654					30,524				578,818
    Melissa A. Kelly Behrs			2014		$	352,000			$	15,840	(4)		$	1,468,600			$	172,656				$	33,467			$	2,042,563
    Executive Vice President, Bus. Dev. and			2013			341,550				—				417,480				148,916					38,310				946,256
    Portfolio & Alliance Management			2012			330,000				—				243,630				132,000					36,255				741,885
    Andrew J. Grethlein, Ph.D.(7)			2014		$	379,000			$	17,055	(4)		$	1,468,600			$	180,783				$	34,379			$	2,079,817
    Executive Vice President, Development			2013			367,425				—				294,630				170,301					34,219				866,575
    and Technical Operations			2012			103,542				—				649,140				44,577					4,347				801,606
    Stephen N. Rosenfield, J.D.(8)			2014		$	312,000	(9)		$	14,040	(4)		$	1,468,600			$	148,824				$	13,347			$	1,956,811
    Executive Vice President, General			2013			302,220	(9)			—				415,916				146,199					19,039				883,374
    Counsel and Corporate Secretary			2012			255,500	(9)			—				685,510				133,371					112,900				1,187,281

    
    
    
    
    
    

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    ____________________
    
    

    (1)		Amounts represent cash payments for Annual Cash Incentives. See discussion on page 33.
    (2)		Amounts represent the aggregate grant date fair value of stock awards and option awards granted during the applicable fiscal years 2011, 2010 and 2009.year as calculated in accordance with FASB ASC Topic 718. For additional information, refer to Note 109 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20112014 regarding assumptions underlying the valuation of equitystock option awards and the calculation method. For 2011,2013, amounts shown under the “Stock“Option Awards” column excludes the grant date fair value for performance-based restricted stock awards of 40,000 shares each forMs. Bloom, Mr. GreenwoodRosenfield and Ms. Behrs 80,000 shares for Dr. Kelsey and 10,000 shares each for Drs. Earp, Lebkowski and Spink granted in 2011 that vest upon attainment of certain performance conditions based uponalso include the probable outcome of the performance conditions, which is consistentaggregate incremental fair value associated with the estimatemodification of aggregate

    
    
    
    

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    		compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The grant date fair value of the restricted stock awards with performance-related conditions determinedoptions modified in accordance with FASB ASC Topic 718 based upon achieving maximum level of performance under the respective performance conditions is $186,000 each for Mr. Greenwood and Ms. Behrs, $372,000 for Dr. Kelsey and $46,500 each for Drs. Earp, Lebkowski and Spink.2013. Refer to the supplemental table under “Outstanding Equity Awards at Fiscal Year-End” on page 4643 for information as to each Named Executive OfficersOfficers’ unvested stock award holdings and vested and unvested stock option holdings, and “Grants of Plan-Based Awards for 2014” on page 4442 for the number of stock awards and option awardsoptions granted during 2011.2014.
    (2)	Amounts disclosed under “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonuses earned pursuant to our annual incentive bonus plan. For further discussion see the section entitled “Compensation Discussion and Analysis – 2014 Annual Incentive Bonuses” on page 30.
    (3)		Amounts shown include: (i)i) reimbursements for housing and travel allowance; (ii)expenses; ii) the net portion of life and health insurance premiums paid by the Company; (iii)and iii) the matching contributions made to the Geron 401(k) Plan on behalf of the Named Executive Officers; (iv) contributions toward tax return preparation services; (v) severance and COBRA continuation payments under employment agreements upon separation fromOfficers. These amounts for the Company; and (vi) consulting fees paid to Dr. Okarma under his consulting agreement following his separation from the Companyyear ended December 31, 2014 were as follows:

    
    

    																							Severance/
    					Housing																		COBRA
    					and																		Continuation/
    					Travel										401(k)			Tax Return					Consulting
    					Allowance					Premiums					Match			Preparation					Fees					Total
    Name			Year		($)					($)					($)(a)			($)					($)					($)
    John A. Scarlet, M.D.			2011			$	8,409				$	3,682			$	—			$	—				$	—			$	12,091
    David L. Greenwood			2011			$	—				$	14,728			$	22,000			$	2,550				$	755,000			$	794,278
    			2010				—					13,868				22,000				2,630					—				38,498
    			2009				—					13,242				22,000				1,575					—				36,817
    Stephen M. Kelsey, M.D.,			2011			$	—				$	20,275			$	22,000			$	880				$	—			$	43,155
    F.R.C.P, F.R.C.Path.			2010				—					19,045				16,500				1,152					—				36,697
    			2009				—					12,101				—				—					—				12,101
    Melissa A. Behrs			2011			$	—				$	20,449			$	16,500			$	2,500				$	—			$	39,449
    			2010				—					19,219				16,500				2,500					—				38,219
    			2009				—					18,067				16,500				2,500					—				37,067
    David J. Earp, J.D., Ph.D.			2011			$	—				$	20,275			$	16,500			$	650				$	—				37,425
    			2010				—					19,045				16,500				650					—				36,195
    			2009				—					18,081				16,500				1,200					—				35,781
    Thomas B. Okarma,			2011			$	—				$	6,921			$	—			$	—				$	1,082,945			$	1,089,866
    Ph.D., M.D.			2010				—					13,868				—				2,500					—				16,368
    			2009				—					13,242				—				2,500					—				15,742
    Jane S. Lebkowski, Ph.D.			2011			$	—				$	14,687			$	22,000			$	—				$	368,500			$	405,187
    			2010				—					13,827				22,000				—					—				35,827
    			2009				—					13,200				22,000				—					—				35,200
    Katharine E. Spink, Ph.D.			2011			$	—				$	18,230			$	16,500			$	—				$	319,000			$	353,730

    ____________________
    

    				Housing
    				and Travel					Insurance					401(k)
    				Reimbursements					Premiums					Match			Total
    	Named Executive Officer			($)					($)					($)(a)			($)
    	John A. Scarlett, M.D.				$	44,000				$	16,807			$	—		$	60,807
    	Olivia K. Bloom				$	—				$	3,376			$	8,750		$	12,126
    	Melissa A. Kelly Behrs				$	—				$	22,808			$	10,659		$	33,467
    	Andrew J. Grethlein, Ph.D.				$	—				$	22,879			$	11,500		$	34,379
    	Stephen N. Rosenfield, J.D.				$	—				$	1,847			$	11,500		$	13,347

    			____________________
    (a)	(a)	Under Geron’s 401(k) Plan, all participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2011, 2010 and 2009,2014, the Board approved a fully vested matching contribution equal to 100%50% of each employee’s annual contributions during 2011, 2010 and 2009, respectively.2014. The matching contribution is invested in Geron Common Stock and vests ratably over four years for each year of service completed by the employee, commencing from the date of hire, until

    
    
    
    

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    		it is fully vested when the employee has completed four years of service. The 2011 match was made on January 3, 2012 at $1.56 per share. The 2010 match was made on January 3, 2011 at $5.26 per share. The 2009 match was made on January 4, 2010 at $6.22 per share. in cash in February 2015.

    (4)		Dr. Scarlett joinedAmount represents the Company in September 2011.discretionary portion of the annual incentive bonus. For further discussion, see the section entitled “Compensation Discussion and Analysis – 2014 Annual Incentive Bonuses” on page 30.
    (5)		Mr. Greenwood was appointed President, Interim Chief Executive Officer and Chief Financial OfficerAmount represents the discretionary portion of the incentive bonus awarded to Dr. Scarlett in February 2011. In September 2011, he became President and Chief Financial Officer. Mr. Greenwood separated employment from the Company in December 2011.2012.
    (6)		Dr. Okarma separated employment from the CompanyMs. Bloom was appointed Senior Vice President, Finance, and Chief Financial Officer in February 2011.December 2012.
    (7)		Dr. Lebkowski’s position was eliminatedGrethlein joined the Company in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.September 2012.
    (8)		Dr. Spink’s position was eliminatedMr. Rosenfield joined the Company in connection withFebruary 2012. Mr. Rosenfield served as a consultant to the Company’s decision in NovemberCompany from October 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. Dr. Spink was not a Named Executive Officer priorJanuary 2012. The consulting fees paid to 2011.him in 2012 are included in the “All Other Compensation” column.
    (9)	The actual base salary amount reflects Mr. Rosenfield’s employment at 80% full-time equivalent.

    
    
    
    

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    Grants of Plan-Based Awards for 20112014

    The following table sets forth information regarding grants of plan-based awards with respect to the stock options and restricted stock awards granted during the year ended December 31, 2011 to each of the Named Executive Officers as listed infor the Summary Compensation Table shown under the caption “Executive Compensation Tables.”fiscal year ended December 31, 2014:

    																All
    												All				Other
    												Other				Stock
    												Option				Awards:				Exercise
    												Awards:				Number				or Base					Grant Date
    						Estimated Future						Number of				of				Price					Fair Value of
    						Payouts Under Equity						Securities				Shares of				of Stock					Stock and
    						Incentive Plan Awards						Underlying				Stock or				Option					Option
    			Grant			Threshold		Target		Maximum		Options				Units				Awards					Awards
    Name			Date			(#)		(#)		(#)		(#)				(#)				($/Sh)					($)(1)
    John A. Scarlett, M.D.			9/29/11	(2)		—		—		—			1,000,000				—				$	2.16				$	1,165,900
    David L. Greenwood			3/9/11	(8)		—		—		—			150,000				—				$	5.00				$	408,330
    			3/9/11	(9)		—		—		—			—				75,000					—					375,000
    			5/20/11	(3)		—		—		—			100,000				—					4.65					250,890
    			5/20/11	(4)		—		—		—			—				50,000					—					232,500
    			5/20/11	(7)		—		—		—			—				77,500					—					360,375
    			5/20/11	(5)		—		20,000		—			—				—					—					93,000
    			5/20/11	(6)		—		20,000		—			—				—					—					93,000
    Stephen M. Kelsey, M.D.,			5/20/11	(3)		—		—		—			75,000				—				$	4.65				$	188,168
    F.R.C.P, F.R.C.Path.			5/20/11	(4)		—		—		—			—				37,500					—					174,375
    			5/20/11	(5)		—		40,000		—			—				—					—					186,000
    			5/20/11	(6)		—		40,000		—			—				—					—					186,000
    Melissa A. Behrs			5/20/11	(3)		—		—		—			50,000				—				$	4.65				$	125,445
    			5/20/11	(4)		—		—		—			—				25,000					—					116,250
    			5/20/11	(7)		—		—		—			—				26,250					—					122,063
    			5/20/11	(5)		—		20,000		—			—				—					—					93,000
    			5/20/11	(6)		—		20,000		—			—				—					—					93,000
    David J. Earp, J.D., Ph.D.			5/20/11	(3)		—		—		—			50,000				—				$	4.65				$	125,445
    			5/20/11	(4)		—		—		—			—				25,000					—					116,250
    			5/20/11	(7)		—		—		—			—				59,500					—					276,675
    			5/20/11	(5)		—		5,000		—			—				—					—					23,250
    			5/20/11	(6)		—		5,000		—			—				—					—					23,250
    Jane S. Lebkowski, Ph.D.			5/20/11	(3)		—		—		—			50,000				—				$	4.65				$	125,445
    			5/20/11	(4)		—		—		—			—				25,000					—					116,250
    			5/20/11	(7)		—		—		—			—				64,500					—					299,925
    			5/20/11	(5)		—		5,000		—			—				—					—					23,250
    			5/20/11	(6)		—		5,000		—			—				—					—					23,250
    Katharine E. Spink, Ph.D.			5/20/11	(3)		—		—		—			50,000				—				$	4.65				$	125,445
    			5/20/11	(4)		—		—		—			—				25,000					—					116,250
    			5/20/11	(5)		—		5,000		—			—				—					—					23,250
    			5/20/11	(6)		—		5,000		—			—				—					—					23,250

    
    

    											All
    						Estimated					Other
    						Possible					Option
    						Payouts Under					Awards:							Grant Date
    						Non-Equity					Number of		Exercise					Fair Value of
    						Incentive Plan					Securities		Price					Stock
    						Awards					Underlying		of Stock					Option
    			Grant			Target(1)					Options		Options					Awards
    Named Executive Officer			Date			($)					(#)		($/Sh)					($)(2)
    John A. Scarlett, M.D.			2/11/14	(3)				—			1,340,000			$	5.09				$	5,001,416
    			—				$	351,900			—				—					—
    Olivia K. Bloom			2/10/14	(4)				—			400,000			$	5.01				$	1,468,600
    			—				$	164,250			—				—					—
    Melissa A. Kelly Behrs			2/10/14	(4)				—			400,000			$	5.01				$	1,468,600
    			—				$	158,400			—				—					—
    Andrew J. Grethlein, Ph.D.			2/10/14	(4)				—			400,000			$	5.01				$	1,468,600
    			—				$	170,550			—				—					—
    Stephen N. Rosenfield, J.D.			2/10/14	(4)				—			400,000			$	5.01				$	1,468,600
    			—				$	140,400			—				—					—

    
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    ____________________

    (1)	This column sets forth the target amount of each Named Executive Officer’s annual incentive bonus award for the fiscal year ended December 31, 2014 under our annual incentive bonus plan. Accordingly, the amounts set forth in this column do not represent actual compensation earned by the Named Executive Officers for the fiscal year ended December 31, 2014. For the actual compensation paid to our Named Executive Officers for the fiscal year ended December 31, 2014, see the section entitled “2014 Summary Compensation Table” on page 40. For further discussion see the section entitled “Compensation Discussion and Analysis – 2014 Annual Incentive Bonuses” on page 30.
    (2)	Amounts represent the grant date fair value of each stock options and restricted stock awardsoption granted in 2014 calculated in accordance with FASB ASC Topic 718. For additional information, refer to Note 109 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20112014 regarding assumptions underlying the valuation of equitystock option awards and the calculation method.
    (2)	Stock option vests as follows: (i) 125,000 shares on March 29, 2012 and (ii) the remaining 875,000 shares in a series of 42 equal monthly installments commencing March 29, 2012, provided the executive officer continues to provide services to the Company.
    (3)	Stock option vests in a series of 48 equal consecutive monthly installments commencing on May 20, 2011,February 11, 2014, provided the executive officer continues to provide services to the Company.
    (4)	Restricted stock award vests in a series of four equal consecutive annual installments commencing on May 28, 2011, provided the executive officer continues to provide services to the Company.
    (5)	Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period.
    (6)	Restricted stock award vests upon achievement of a clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period.
    (7)	Restricted stock award vests in a series of two equal consecutive annual installments commencing on May 28, 2011, provided the executive officer continues to provide services to the Company.
    (8)	Stock option vests in a series of 48 equal consecutive monthly installments commencing on February 8, 2011,10, 2014, provided the executive officer continues to provide services to the Company.
    (9)	Restricted stock award vests in a series of four equal consecutive annual installments commencing on February 8, 2011, provided the executive officer continues to provide services to the Company.

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Employment Agreements. Each of our Named Executive Officers has entered into a written employment agreement with Geron. Descriptions of our employment agreements with our Named Executive Officers are included under the section entitled “Compensation Discussion and Analysis – Employment Agreements” on page 38. Our Named Executive Officers are entitled to certain severance benefits payable in connection with a Covered Termination and upon a change in control of Geron under their employment agreements as described under the section entitled “Compensation Discussion and Analysis – Severance and Change in Control Benefits” on page 36.

    Severance Plan. Our Amended Severance Plan provides for all of our employees, including each of our Named Executive Officers, to receive a cash severance payment and other benefits on a “double-trigger” basis. Description of our Amended Severance Plan is included under the section entitled “Compensation Discussion and Analysis – Severance and Change in Control Benefits” on page 36.

    Annual Incentive Bonuses. We provide for annual incentive bonuses to reward executive officers for performance in the prior fiscal year. For more information regarding our annual incentive bonus plan, see the section entitled “Compensation Discussion and Analysis – 2014 Annual Incentive Bonuses” on page 30.

    
    
    
    

    Table of Contents

    Equity Awards. All stock options awarded to our Named Executive Officers during 2014 were granted under our 2011 Plan. Descriptions of the terms of the stock options granted to our Named Executive Officers are included under the section entitled “Compensation Discussion and Analysis – Components – 2014 Equity Awards” on page 34. Events that can accelerate the vesting of our stock options are described under the section entitled “Compensation Discussion and Analysis – Severance and Change in Control Benefits” on page 36.

    Our 2011 Plan was approved by our Board and our stockholders in 2011 and replaced our Amended and Restated 2002 Equity Incentive Plan. The 2011 Plan provides for the grant of stock options, restricted stock, restricted stock units, performance awards and other stock and cash awards. The exercise price of a stock option may not be less than 100% of the closing price of Geron Common Stock as reported by the NASDAQ Global Select Market on the date of grant. Stock options generally have a term of ten years, but may terminate sooner in connection with the holder’s termination of service with us. Stock options vest based on conditions determined by the Compensation Committee or the Board, which typically include continued service, but may also include performance goals and/or other conditions. All equity awards granted under the 2011 Plan are subject to acceleration under certain change in control circumstances described under the section entitled “Compensation Discussion and Analysis – Severance and Change in Control Benefits” on page 36.

    Outstanding Equity Awards Value at Fiscal Year-End

    The following table includes information with respect to the value of all outstanding equity awards previously awarded to theheld by our Named Executive Officers as of December 31, 2011.2014.

    							Option Awards															Stock Awards
    																																		Equity
    																																		Incentive
    																																Equity		Plan
    																																Incentive		Awards:
    																											Market					Plan		Market or
    																											Value					Awards:		Payout
    																											of					Number		Value of
    																											Shares					of		Unearned
    																											or					Shares,		Shares,
    							Number		Number																		Units					Units or		Units or
    							of		of																Number of		of					Other		Other
    							Securities		Securities																Shares or		Stock					Rights		Rights
    							Underlying		Underlying																Units of		That					That		That
    							Unexercised		Unexercised				Option												Stock		Have					Have		Have
    							Options		Options				Exercise					Option							That Have		Not					Not		Not
    			Grant				Exercisable		Unexercisable				Price					Expiration				Grant			Not Vested		Vested					Vested		Vested
    Name			Date				(#)		(#)				($)					Date				Date			(#)		($)(1)					(#)		($)(1)
    John A. Scarlett, M.D.				9/29/11	(2)		—			1,000,000				$	2.16				9/29/21
    David L. Greenwood(3)				6/27/02			50,000			—				$	8.23				6/27/12			5/28/08	(6)		9,375			$	13,875
    				9/5/02			145,000			—				$	3.76				9/5/12			5/29/09	(6)		18,750			$	27,750
    				5/30/03			75,000			—				$	5.08				5/30/13			5/19/10	(6)		28,125			$	41,625
    				5/27/04			75,000			—				$	7.56				5/27/14			7/9/10	(7)									20,000			$	29,600
    				5/6/05			85,000			—				$	6.40				5/6/15			7/9/10	(8)									20,000			$	29,600
    				5/24/06			125,000			—				$	6.63				5/24/16			7/9/10	(9)									140,000			$	207,200
    				5/23/07			75,000			—				$	9.32				5/23/17			7/9/10	(10)									120,000			$	177,600
    				5/28/08	(5)		67,188			7,812				$	3.97				5/28/18			3/9/11	(6)		75,000			$	111,000
    				5/28/08			221,341			—				$	3.97				5/28/18			5/20/11	(6)		50,000			$	74,000
    				5/29/09	(5)		48,438			26,562				$	6.52				5/29/19			5/20/11	(13)		77,500			$	114,700
    				5/29/09			35,000			—				$	6.52				5/29/19			5/20/11	(11)									20,000			$	29,600
    				5/29/09			20,000			—				$	6.52				5/29/19			5/20/11	(12)									20,000			$	29,600
    				5/29/09			40,000			—				$	6.52				5/29/19
    				5/19/10	(5)		29,688			45,312				$	5.29				5/19/20
    				3/9/11	(5)		31,250			118,750				$	5.00				3/9/21
    				5/20/11	(5)		14,583			85,417				$	4.65				5/20/21
    Stephen M. Kelsey, M.D.,				5/20/09	(4)		133,333			66,667				$	6.76				5/20/19			5/19/10	(6)		28,125			$	41,625
    F.R.C.P, F.R.C.Path.				5/19/10	(5)		29,688			45,312				$	5.29				5/19/20			7/9/10	(7)									140,000			$	207,200
    				5/20/11	(5)		10,938			64,062				$	4.65				5/20/21			7/9/10	(8)									20,000			$	29,600
    																						7/9/10	(9)									20,000			$	29,600
    																						7/9/10	(10)									120,000			$	177,600
    																						5/20/11	(6)		37,500			$	55,500
    																						5/20/11	(11)									40,000			$	59,200
    																						5/20/11	(12)									40,000			$	59,200

    			Option Awards																				Stock Awards
    																												Market
    																												Value of
    																												Shares or
    																										Number of		Units of
    																										Shares or		Stock
    						Number of Securities																				Units of		That
    						Underlying								Option												Stock		Have
    						Unexercised Options								Exercise					Option							That Have		Not
    			Grant			Exercisable				Unexercisable				Price					Expiration				Grant			Not Vested		Vested
    Named Executive Officer			Date			(#)				(#)				($/Sh)					Date				Date			(#)		($)(1)
    John A. Scarlett, M.D.			9/29/11	(2)			812,500				187,500				$	2.16				9/29/21
    			5/17/12	(3)			326,146				178,854				$	1.41				5/17/22
    			2/13/13	(3)			614,167				725,833				$	1.50				2/13/23
    			2/11/14	(3)			279,167				1,060,833				$	5.09				2/11/24
    Olivia K. Bloom			5/6/05				30,000				—				$	6.40				5/6/15			5/20/11	(4)		6,250			$20,313
    			5/24/06				33,750				—				$	6.63				5/24/16
    			5/23/07				20,000				—				$	9.32				5/23/17
    			5/28/08				20,000				—				$	3.97				5/28/18
    			5/28/08				10,829				—				$	3.97				5/28/18
    			5/29/09				20,000				—				$	6.52				5/29/19
    			5/29/09				7,500				—				$	6.52				5/29/19
    			5/29/09				20,000				—				$	6.52				5/29/19
    			5/19/10				20,000				—				$	5.29				5/19/20
    			5/20/11	(3)			44,792				5,208				$	4.65				5/20/21
    			5/17/12	(3)			138,854				76,146				$	1.41				5/17/22
    			2/12/13	(3)			183,333				216,667				$	1.51				2/12/23
    			2/10/14	(3)			83,333				316,667				$	5.01				2/10/24

    
    
    
    
    
    

    Table of Contents

    						Option Awards															Stock Awards
    																																	Equity
    																																	Incentive
    																															Equity		Plan
    																															Incentive		Awards:
    																										Market					Plan		Market or
    																										Value					Awards:		Payout
    																										of					Number		Value of
    																										Shares					of		Unearned
    																										or					Shares,		Shares,
    						Number		Number																		Units					Units or		Units or
    						of		of																Number of		of					Other		Other
    						Securities		Securities																Shares or		Stock					Rights		Rights
    						Underlying		Underlying																Units of		That					That		That
    						Unexercised		Unexercised				Option												Stock		Have					Have		Have
    						Options		Options				Exercise					Option							That Have		Not					Not		Not
    			Grant			Exercisable		Unexercisable				Price					Expiration				Grant			Not Vested		Vested					Vested		Vested
    Name			Date			(#)		(#)				($)					Date				Date			(#)		($)(1)					(#)		($)(1)
    Melissa A. Behrs			4/8/02			15,000			—				$	7.49				4/8/12			5/28/08	(6)		6,250			$	9,250
    			9/5/02			18,961			—				$	3.76				9/5/12			5/29/09	(6)		12,500			$	18,500
    			5/30/03			17,968			—				$	5.08				5/30/13			5/19/10	(6)		18,750			$	27,750
    			5/27/04			37,500			—				$	7.56				5/27/14			7/9/10	(7)									105,000			$	155,400
    			5/6/05			60,000			—				$	6.40				5/6/15			7/9/10	(8)									15,000			$	22,200
    			5/24/06			60,000			—				$	6.63				5/24/16			7/9/10	(9)									15,000			$	22,200
    			5/23/07			50,000			—				$	9.32				5/23/17			7/9/10	(10)									90,000			$	133,200
    			5/28/08	(5)		44,792			5,208				$	3.97				5/28/18			5/20/11	(6)		25,000			$	37,000
    			5/28/08			14,167			—				$	3.97				5/28/18			5/20/11	(13)		26,250			$	38,850
    			5/29/09	(5)		32,292			17,708				$	6.52				5/29/19			5/20/11	(11)									20,000			$	29,600
    			5/29/09			20,000			—				$	6.52				5/29/19			5/20/11	(12)									20,000			$	29,600
    			5/19/10	(5)		19,792			30,208				$	5.29				5/19/20
    			5/19/10	(14)		7,500			2,500				$	5.29				5/19/20
    			5/20/11	(5)		7,292			42,708				$	4.65				5/20/21
    David J. Earp, J.D., Ph.D.			6/27/02			36,000			—				$	8.23				6/27/12			5/28/08	(6)		6,250			$	9,250
    			9/5/02			65,000			—				$	3.76				9/5/12			5/29/09	(6)		12,500			$	18,500
    			5/30/03			37,500			—				$	5.08				5/30/13			5/19/10	(6)		18,750			$	27,750
    			5/27/04			50,000			—				$	7.56				5/27/14			7/9/10	(7)									15,000			$	22,200
    			5/6/05			60,000			—				$	6.40				5/6/15			7/9/10	(8)									15,000			$	22,200
    			5/24/06			93,750			—				$	6.63				5/24/16			7/9/10	(9)									105,000			$	155,400
    			5/23/07			50,000			—				$	9.32				5/23/17			7/9/10	(10)									90,000			$	133,200
    			5/28/08	(5)		44,792			5,208				$	3.97				5/28/18			5/20/11	(6)		25,000			$	37,000
    			5/29/09	(5)		32,292			17,708				$	6.52				5/29/19			5/20/11	(13)		59,500			$	88,060
    			5/29/09			35,000			—				$	6.52				5/29/19			5/20/11	(11)									5,000			$	7,400
    			5/29/09			20,000			—				$	6.52				5/29/19			5/20/11	(12)									5,000			$	7,400
    			5/29/09			25,000			—				$	6.52				5/29/19
    			5/19/10	(5)		19,792			30,208				$	5.29				5/19/20
    			5/20/11	(5)		7,292			42,708				$	4.65				5/20/21
    Thomas B. Okarma, Ph.D.,			6/27/02			60,000			—				$	8.23				6/27/12			7/9/10	(7)									67,500			$	99,900
    M.D.(15)			9/5/02			245,000			—				$	3.76				9/5/12			7/9/10	(8)									67,500			$	99,900
    			5/30/03			100,000			—				$	5.08				5/30/13			7/9/10	(9)									67,500			$	99,900
    			5/27/04			100,000			—				$	7.56				5/27/14			7/9/10	(10)									135,000			$	199,800
    			5/6/05			110,000			—				$	6.40				5/6/15
    			5/24/06			175,000			—				$	6.63				5/24/16
    			5/23/07			100,000			—				$	9.32				5/23/17
    			5/28/08			100,000			—				$	3.97				5/28/18
    			5/28/08			285,000			—				$	3.97				5/28/18
    			5/29/09			100,000			—				$	6.52				5/29/19
    			5/29/09			35,000			—				$	6.52				5/29/19
    			5/29/09			300,000			—				$	6.52				5/29/19
    			5/19/10			100,000			—				$	5.29				5/19/20

    
    

    			Option Awards															Stock Awards
    																							Market
    																							Value of
    																							Shares or
    																					Number of		Units of
    																					Shares or		Stock
    						Number of Securities															Units of		That
    						Underlying								Option							Stock		Have
    						UnexercisedOptions								Exercise		Option					That Have		Not
    			Grant			Exercisable				Unexercisable				Price		Expiration		Grant			Not Vested		Vested
    Named Executive Officer			Date				(#)			(#)				($/Sh)		Date		Date			(#)		($)(1)
    Melissa A. Kelly Behrs			5/6/05				60,000				—			$6.40		5/6/15		5/20/11	(4)		6,250		$20,313
    			5/24/06				60,000				—			$6.63		5/24/16
    			5/23/07				50,000				—			$9.32		5/23/17
    			5/28/08				50,000				—			$3.97		5/28/18
    			5/28/08				14,167				—			$3.97		5/28/18
    			5/29/09				50,000				—			$6.52		5/29/19
    			5/29/09				20,000				—			$6.52		5/29/19
    			5/19/10				50,000				—			$5.29		5/19/20
    			5/19/10				10,000				—			$5.29		5/19/20
    			5/20/11	(3)			44,792				5,208			$4.65		5/20/21
    			5/17/12	(3)			193,750				106,250			$1.41		5/17/22
    			2/12/13	(3)			137,500				162,500			$1.51		2/12/23
    			2/10/14	(3)			83,333				316,667			$5.01		2/10/24
    Andrew J. Grethlein, Ph.D.			9/19/12	(5)			337,500				262,500			$1.70		9/19/22
    			2/12/13	(3)			137,500				162,500			$1.51		2/12/23
    			2/10/14	(3)			83,333				316,667			$5.01		2/10/24
    Stephen N. Rosenfield, J.D.			11/1/11	(6)			36,000				—			$2.22		11/1/21
    			2/16/12	(7)			301,042				123,958			$2.14		2/16/22
    			5/17/12	(8)			129,167				70,833			$1.41		5/17/22
    			2/12/13	(3)			192,500				227,500			$1.51		2/12/23
    			2/10/14	(3)			83,333				316,667			$5.01		2/10/24

    
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    Table of Contents

    						Option Awards															Stock Awards
    																																	Equity
    																																	Incentive
    																															Equity		Plan
    																															Incentive		Awards:
    																										Market					Plan		Market or
    																										Value					Awards:		Payout
    																										of					Number		Value of
    																										Shares					of		Unearned
    																										or					Shares,		Shares,
    						Number		Number																		Units					Units or		Units or
    						of		of																Number of		of					Other		Other
    						Securities		Securities																Shares or		Stock					Rights		Rights
    						Underlying		Underlying																Units of		That					That		That
    						Unexercised		Unexercised				Option												Stock		Have					Have		Have
    						Options		Options				Exercise					Option							That Have		Not					Not		Not
    			Grant			Exercisable		Unexercisable				Price					Expiration				Grant			Not Vested		Vested					Vested		Vested
    Name			Date			(#)		(#)				($)					Date				Date			(#)		($)(1)					(#)		($)(1)
    Jane S. Lebkowski,			6/27/02			36,000			—				$	8.23				6/27/12			5/28/08	(6)		6,250			$	9,250
    Ph.D.(16)			9/5/02			70,000			—				$	3.76				9/5/12			5/29/09	(6)		12,500			$	18,500
    			5/30/03			37,500			—				$	5.08				5/30/13			5/19/10	(6)		18,750			$	27,750
    			5/27/04			50,000			—				$	7.56				5/27/14			7/9/10	(7)									20,000			$	29,600
    			5/6/05			60,000			—				$	6.40				5/6/15			7/9/10	(8)									130,000			$	192,400
    			5/24/06			75,000			—				$	6.63				5/24/16			7/9/10	(9)									30,000			$	44,400
    			5/23/07			50,000			—				$	9.32				5/23/17			7/9/10	(10)									120,000			$	177,600
    			5/28/08	(5)		44,792			5,208				$	3.97				5/28/18			5/20/11	(6)		25,000			$	37,000
    			5/28/08			45,000			—				$	3.97				5/28/18			5/20/11	(13)		64,500			$	95,460
    			5/29/09	(5)		32,292			17,708				$	6.52				5/29/19			5/20/11	(11)									5,000			$	7,400
    			5/29/09			10,000			—				$	6.52				5/29/19			5/20/11	(12)									5,000			$	7,400
    			5/29/09			20,000			—				$	6.52				5/29/19
    			5/29/09			25,000			—				$	6.52				5/29/19
    			5/19/10	(5)		19,792			30,208				$	5.29				5/19/20
    			5/20/11	(5)		7,292			42,708				$	4.65				5/20/21
    Katharine E. Spink,			12/17/03			30,000			—				$	10.01				12/17/13			5/28/08	(6)		1,093			$	1,618
    Ph.D.(17)			5/27/04			4,849			—				$	7.56				5/27/14			5/29/09	(6)		12,500			$	18,500
    			5/6/05			12,000			—				$	6.40				5/6/15			5/19/10	(6)		18,750			$	27,750
    			5/24/06			13,130			—				$	6.63				5/24/16			5/20/11	(6)		25,000			$	37,000
    			5/23/07			7,000			—				$	9.32				5/23/17			7/9/10	(7)									10,000			$	14,800
    			5/28/08	(5)		7,839			911				$	3.97				5/28/18			7/9/10	(8)									90,000			$	133,200
    			5/29/09	(5)		32,292			17,708				$	6.52				5/29/19			7/9/10	(9)									35,000			$	51,800
    			5/19/10	(5)		19,792			30,208				$	5.29				5/19/20			7/9/10	(10)									90,000			$	133,200
    			5/20/11	(5)		7,292			42,708				$	4.65				5/20/21			5/20/11	(11)									5,000			$	7,400
    																					5/20/11	(12)									5,000			$	7,400

    ____________________
    
    

    (1)	Amounts represent an estimateThe market values of the market value of unvested restricted stock awards asare calculated by multiplying the number of such unvested restricted stock awards shown in the table by the closing share price of our Common Stock on December 31, 2011, assuming a market value of $1.48 per share.2014, which was $3.25.
    (2)	Stock option vests as follows: 125,000 shares on March 29, 2012, and the remaining 875,000 shares in a series of 42 equal consecutive monthly installments commencing onfrom March 29, 2012, provided the executive officer continues to provide services to the Company.
    (3)	Mr. Greenwood was appointed President, Interim Chief Executive Officer and Chief Financial Officer in February 2011. In September 2011, he became President and Chief Financial Officer. Mr. Greenwood separated employment from the Company in December 2011.
    (4)	Stock option vests as follows: 25,000 shares on October 27, 2009, and the remaining 175,000 shares in a series of 42 equal consecutive monthly installments commencing on October 27, 2009, provided the executive officer continues to provide services to the Company.

    
    
    
    

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    (5)	Stock option vests in a series of 48 equal consecutive monthly installments commencing onfrom the date of grant, provided the executive officer continues to provide services to the Company.
    (6)(4)	Restricted stock award vests in a series of four equal consecutive annual installments commencing on the date of grant, provided the executive officer continues to provide services to the Company.
    (7)(5)	Restricted stock awardStock option vests in full upon achievement of a clinical development milestone related to Phase 2 clinical trial data foras follows: 75,000 shares on March 17, 2013 and the imetelstat program during a three-year performance period.
    (8)	Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 1 clinical trial data for the GRNOPC1 program during a three-year performance period.
    (9)	Restricted stock award vests in full upon completion of a specific strategic initiative related to the Company’s cell therapy programs during a three-year performance period.
    (10)	Restricted stock award vests in full following a three-year performance period upon attainment of a market price threshold of our Common Stock within 24 months and a higher market price threshold of our Common Stock within 36 months.
    (11)	Restricted stock award vests in full upon achievement of a clinical development milestone related to Phase 2 clinical trial data for the GRN1005 program during a 19-month performance period.
    (12)	Restricted stock award vests upon achievement of a clinical development milestone related to Phase 3 clinical trials for the GRN1005 program during a 37-month performance period.
    (13)	Restricted stock award vestsremaining 525,000 shares in a series of two42 equal consecutive annualmonthly installments commencing on May 28, 2011,from March 17, 2013, provided the executive officer continues to provide services to the Company.
    (14)(6)	Stock option was granted in connection with Mr. Rosenfield’s consulting agreement prior to his employment with the Company.
    (7)	Stock option vests as follows: 53,125 shares on August 16, 2012 and the remaining 371,875 shares in a series of 2442 equal consecutive monthly installments commencing in June 2010,from August 16, 2012, provided the executive officer continues to provide services to the Company.
    (15)(8)	Dr. Okarma separated employmentStock option vests as follows: 12,500 shares on August 17, 2012 and the remaining 187,500 shares in a series of 45 equal consecutive monthly installments commencing from August 17, 2012, provided the Company in February 2011.
    (16)	Dr. Lebkowski’s position was eliminated in connection withexecutive officer continues to provide services to the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.
    (17)	Dr. Spink’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.Company.

    
    
    
    

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    Option Exercises and Restricted Stock Awards Vested in 20112014

    The following table includes certain information with respect to the options exercised andvesting of restricted stock awards vestedheld by the Named Executive Officers during the fiscal year ended December 31, 2011.2014. No options were exercised by the Named Executive Officers during the fiscal year ended December 31, 2014.

    			Option Awards				Stock Awards
    			Number of		Value		Number of				Value
    			Shares Acquired		Realized on		Shares Acquired				Realized on
    			On Exercise		Exercise		On Vesting				Vesting
    Name			(#)		($)		(#)				($)
    John A. Scarlett, M.D.			—		$—			—				$	—
    David L. Greenwood			—		$—			75,000				$	334,219
    Stephen M. Kelsey, M.D., F.R.C.P, F.R.C.Path.			—		$—			39,375				$	186,319
    Melissa A. Behrs			—		$—			55,000				$	245,063
    David J. Earp, J.D., Ph.D.			—		$—			55,000				$	245,063
    Thomas B. Okarma, Ph.D., M.D.			—		$—			170,000				$	447,100
    Jane S. Lebkowski, Ph.D.			—		$—			55,000				$	245,063
    Katharine E. Spink, Ph.D.			—		$—			44,469				$	197,931

    			Number of				Value
    			Shares Acquired				Realized on
    			On Vesting				Vesting
    Named Executive Officer			(#)(1)				($)(2)
    John A. Scarlett, M.D.				—				$	—
    Olivia K. Bloom				28,000				$	58,783
    Melissa A. Kelly Behrs				44,375				$	93,119
    Andrew J. Grethlein, Ph.D.				—				$	—
    Stephen N. Rosenfield, J.D.				—				$	—

    ____________________
    
    

    (1)		Represents the vesting of previously granted restricted stock awards.
    (2)		The value realized is based upon the closing market price of our Common Stock on the vesting date multiplied by the number of shares of restricted stock vested.

    Pension Benefits

    None of the Named Executive Officers participates in or has an account balance under any pension or qualified or non-qualified defined benefit retirement plans sponsored by the Company.

    
    
    
    

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    Non-Qualified Deferred Compensation

    None of the Named Executive Officers participates in or has an account balance under non-qualified defined contribution plans or other non-qualified deferred compensation plans maintained by the Company.

    Additional Benefits

    The Named Executive Officers are eligible to participate in our benefit plans generally available to all employees, as described in “Compensation Discussion and Analysis – Other Compensation.”

    Potential Payments Upon Termination or Change in Control

    See discussion of potential payments upon termination or change in control in the section entitled, “Compensation Discussion and Analysis—Analysis – Severance and Change in Control Benefits.”

    The table below summarizes the potential maximum payments under the Amended Severance Plan, or individual employment agreements, as applicable, for the Named Executive Officers and our equity plans if a qualifying termination and/or change in control event occurred on December 31, 2011:2014.

    					Before Change in
    					Control					After Change in Control					Change in
    					Termination					Termination Without					Control
    					Without Cause or					Cause or					Without
    Officer and Position			Benefit		for Good Reason(1)					for Good Reason(2)(3)					Termination(3)
    John A. Scarlett, M.D.			Severance			$	1,100,000				$	825,000
    President and Chief Executive Officer			Benefits				14,728					29,328
    			Option and
    			Restricted
    			Stock Vesting				—					—				$	—
    Total						$	1,114,728				$	854,328				$	—
    David L. Greenwood(4)			Severance			$	755,000				$	—
    Former President and Chief			Benefits				14,728					—
    Financial Officer			Option and
    			Restricted
    			Stock Vesting				—					—				$	886,150
    Total						$	769,728				$	—				$	886,150
    Stephen M. Kelsey, M.D., F.R.C.P,
    F.R.C.Path.			Severance			$	—				$	500,000
    Executive Vice President,			Benefits				—					33,957
    Head of R&D, and Chief Medical Officer			Option and
    			Restricted
    			Stock Vesting				—					659,525				$	659,525
    Total						$	—				$	1,193,482				$	659,525
    Melissa A. Behrs			Severance			$	352,000				$	400,000
    Senior Vice President, Strategic			Benefits				20,449					34,175
    Portfolio Management, Product			Option and
    Development and Manufacturing			Restricted
    			Stock Vesting				—					523,550				$	523,550
    Total						$	372,449				$	957,725				$	523,550
    David J. Earp, J.D., Ph.D.			Severance			$	357,500				$	406,250
    Senior Vice President,			Benefits				20,275					33,957
    Corporate Transactions,			Option and
    and Chief Legal Officer			Restricted
    			Stock Vesting				—					528,360				$	528,360
    Total						$	377,775				$	968,567				$	528,360

    				Covered					Termination					Change in
    				Termination					Without Cause or					Control
    				(No Change in					for Good Reason					Without
    Named Executive Officer		Benefit		Control)(1)					(Change in Control)(2)(3)					Termination(3)
    John A. Scarlett, M.D.		Severance			$	1,595,280				$	1,595,280
    		Continued
    		Healthcare
    		Benefits				22,495					33,742
    		Option and
    		Restricted
    		Stock Vesting				—					4,364,200				$	4,364,200
    Total					$	1,617,775				$	5,993,222				$	4,364,200

    
    
    
    
    
    

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    					Before Change in
    					Control					After Change in Control					Change in
    					Termination					Termination Without					Control
    					Without Cause or					Cause or					Without
    Officer and Position			Benefit		for Good Reason(1)					for Good Reason(2)(3)					Termination(3)
    Thomas B. Okarma, Ph.D., M.D.(5)			Severance			$	886,981				$	—
    Former President and Chief			Benefits				24,000					—
    Executive Officer			Option and
    			Restricted
    			Stock Vesting				—					—				$	499,500
    Total						$	910,981				$	—				$	499,500
    Jane S. Lebkowski, Ph.D.(6)			Severance			$	368,500				$	—
    Former Senior Vice President and			Benefits				14,687					—
    Chief Scientific Officer			Option and
    			Restricted
    			Stock Vesting				—					—				$	646,760
    Total						$	383,187				$	—				$	646,760
    Katharine E. Spink, Ph.D.(7)			Severance			$	319,000				$	—
    Former Senior Vice President, Alliance			Benefits				18,230					—
    Management and Cell Therapy			Option and
    Product Development			Restricted
    			Stock Vesting				—					—				$	432,668
    Total						$	337,230				$	—				$	432,668

    					Covered					Termination					Change in
    					Termination					Without Cause or					Control
    					(No Change in					for Good Reason					Without
    Named Executive Officer			Benefit		Control)(1)					(Change in Control)(2)(3)					Termination(3)
    Olivia K. Bloom			Severance			$	529,250				$	620,500
    			Continued
    			Healthcare
    			Benefits				3,376					4,220
    			Option and
    			Restricted
    			Stock Vesting				—					1,111,913				$	1,111,913
    Total						$	532,626				$	1,736,633				$	1,111,913
    Melissa A. Kelly Behrs			Severance			$	510,400				$	598,400
    			Continued
    			Healthcare
    			Benefits				30,822					38,527
    			Option and
    			Restricted
    			Stock Vesting				—					1,094,313				$	1,094,313
    Total						$	541,222				$	1,731,240				$	1,094,313
    Andrew J. Grethlein, Ph.D.			Severance			$	549,550				$	644,300
    			Continued
    			Healthcare
    			Benefits				30,893					38,616
    			Option and
    			Restricted
    			Stock Vesting				—					1,452,000				$	1,452,000
    Total						$	580,443				$	2,134,916				$	1,452,000
    Stephen N. Rosenfield, J.D.			Severance			$	452,400				$	530,400
    			Continued
    			Healthcare
    			Benefits				1,847					2,309
    			Option and
    			Restricted
    			Stock Vesting				—					1,607,630				$	1,607,630
    Total						$	454,247				$	2,140,339				$	1,607,630

    ____________________
    
    
    

    (1)	Amounts represent lump sumlump-sum severance payments, target annual incentive bonus or accrued annual incentive bonus and continued healthcare benefits that could be paid to the Named Executive Officer under such executive’s employment agreement as of December 31, 2011.
    (2)	Amounts represent lump sum payments and continued benefits that could be paid to the Named Executive Officer under our Severance Plan in the event ofupon a qualifying terminationCovered Termination, not in connection with a change in control transaction on December 31, 2011.2014, under such Named Executive Officer’s employment agreement as of December 31, 2014, as applicable. Descriptions of the severance payments in the event of the Covered Termination provided for under such Named Executive Officer’s employment agreement are included under the section entitled “Compensation Discussion and Analysis – Severance and Change in Control Benefits” on page 36. Any payments made under the Named Executive Officer’s employment agreement would be deducted from payments due under the Amended Severance Plan.

    
    
    
    

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    (2)	Amounts represent lump-sum severance payments, target annual incentive bonus or accrued annual incentive bonus, continued healthcare benefits and the intrinsic value of acceleration of stock option and restricted stock vesting, as applicable, that could be paid to the Named Executive Officer under such Named Executive Officer’s employment agreement and/or our Amended Severance Plan in the event of the Covered Termination or Change in Control triggering event on December 31, 2014, as applicable. Any payments made under the Named Executive Officer’s employment agreement would be deducted from payments due under the Amended Severance Plan.
    (3)	Amounts represent an estimate of the intrinsic value of options that would become fully vested and exercisable and restricted stock awards that would fully vest upon a change in control regardless of termination, based on a market value of $1.48$3.25 per share of common stockCommon Stock as of December 31, 2011. Since2014. Drs. Okarma, LebkowskiScarlett and SpinkGrethlein and Mr. Greenwood maintain consulting arrangements with the Company, their unvested options andRosenfield do not hold any restricted stock awards would become fully vested upon a change in control in accordance with the original terms of the awards.
    (4)	Mr. Greenwood was appointed President, Interim Chief Executive Officer and Chief Financial Officer in February 2011. In September 2011, he became President and Chief Financial Officer. Mr. Greenwood separated employment from the Company in December 2011. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Mr. Greenwood’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Mr. Greenwood received in connection with his separation.
    (5)	Dr. Okarma separated employment from the Company in February 2011. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Dr. Okarma’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Dr. Okarma received in connection with his separation.
    (6)	Dr. Lebkowski’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Dr. Lebkowski’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Dr. Lebkowski received in connection with her separation.

    
    
    
    

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    (7)

    Dr. Spink’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs. Amounts shown in the table above represent the value of severance and other benefits provided in connection with Dr. Spink’s termination. See “2011 Compensation Decisions—Severance and Change in Control Benefits” for a description of the benefits Dr. Spink received in connection with her separation.

    EQUITY COMPENSATION PLANS

    The following table summarizes information with respect to equity awards under Geron’s equity compensation plans at December 31, 2011:2014:

    Number of

    Weighted-

    Number of securities

    Number of

    Weighted-

    Number of securities

    securities to be

    average

    remaining available for

    securities to be

    average

    remaining available for

    issued upon exercise

    exercise price

    future issuance under

    issued upon exercise

    exercise price

    future issuance under

    of outstanding

    of outstanding

    equity compensation

    of outstanding

    of outstanding

    equity compensation

    options, warrants

    options, warrants

    plans (excluding securities

    options, warrants

    options, warrants

    plans (excluding securities

    and rights

    and rights

    reflected in column (a))

    and rights(1)

    and rights

    reflected in column (a))(1)

    (a)

    (b)

    (c)

    (a)

    (b)

    (c)

    Equity compensation plans approved by

    security holders

    14,355,548

    (1)

    $

    5.51

    14,948,042

    (2)

    16,958,944

    (2)

    $

    3.16

    14,360,508

    (3)

    Equity compensation plans not approved by

    security holders

    595,000

    (3)

    $

    4.48

    —

    470,000

    (4)

    $

    3.75

    —

    Total

    14,950,548

    $

    5.47

    14,948,042

    17,428,944

    $

    3.18

    14,360,508

    ____________________
    
    
    

    (1)	The table does not include information regarding Geron’s 401(k) Plan. The Geron 401(k) Plan permits us to make matching contributions on behalf of plan participants, which matching contributions can be made in Common Stock that vests ratably over four years for each year of service completed by the employee, commencing from the date of hire, until it is fully vested when the employee has completed four years of service. As of December 31, 2014, there were approximately 893,548 shares of Common Stock held in this plan.
    (2)	Consists of 227,0001,588,086 shares to be issued upon exercise of outstanding options under the 1992 Stock Option Plan, 10,223,400 shares under the 2002 Equity Incentive Plan, 2,587,86714,139,233 shares under the 2011 Incentive Award Plan, 460,00050,000 shares under the 1996 Directors’ Stock Option Plan and 857,2811,181,625 shares under the 2006 DirectorsDirectors’ Plan.
    (2)(3)	Consists of 474,544975,625 shares of Common Stock reservedavailable for issuance under Geron’s 1996the 2014 Employee Stock Purchase Plan 13,154,532and 13,384,883 shares of Common Stock reserved for issuance under Geron’s 2011 Incentive Award Plan and 1,318,966 shares of Common Stock reserved for issuance under Geron’s 2006 Directors Plan. No shares are available for issuance under Geron’s 1992 Stock Option Plan, 2002 Equity Incentive Plan or 1996 Directors’ Stock Optionthe 2011 Plan.
    (3)(4)	Represents outstanding warrants issued in conjunction with consulting services. For further details, see Note 109 of the consolidated financial statements in our Annual Report on Form 10-K filed withfor the SEC on March 7, 2012.year ended December 31, 2014.

    
    
    
    

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    PROPOSAL 43

    RATIFICATION OF SELECTION OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        On the recommendation of theThe Audit Committee of the Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012,2015, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by theour stockholders at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 1992. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders.

    We have been informed by Ernst & Young LLP that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in the CompanyGeron or itsour affiliates.

    
    
    
    

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    Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to theour stockholders for ratification as a matter of good corporate practice. If theour stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interestinterests of the CompanyGeron and itsour stockholders.

    Vote Required and Board Recommendation

    Stockholder ratification of Ernst & Young LLP as our independent registered public accounting firm 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.

    The Board of Directors Unanimously Recommends That
    Stockholders VoteFOR Proposal 43

    PRINCIPAL ACCOUNTANT FEES AND SERVICES

    The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent registered public accounting firm. Under the Audit Committee’s charter, all engagements of the independent registered public accounting firm must be approved in advance by the Audit Committee. The Chairperson of the Audit Committee must be notified at any time the fees for a specific project exceed 20% of the approved budget for authorization to continue the project. Management recommendations will be considered in connection with such engagements, but management will have no authority to approve engagements. For each quarterly Audit Committee meeting, management prepares a schedule of all fees paid to Ernst & Young LLP during the previous quarter and estimated fees for projects contemplated in the following quarter.

    Upon recommendation by the Audit Committee, the Board selected Ernst & Young LLP to act in the same capacity for the fiscal year ending December 31, 2012.2015. We have been informed by Ernst & Young LLP, to the best of their knowledge, that neither the firm nor any of its members or their associates has any financial interest, direct or indirect in the CompanyGeron or itsour affiliates.

    
    
    
    

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    Audit Fees and All Other Fees

    The Audit Committee approved 100% of all audit, tax and other services provided by Ernst & Young LLP in 20112014 and 2010.2013. The total fees paid to Ernst & Young LLP for the last two fiscal years are as follows:

    	Fiscal Year Ended			Fiscal Year Ended
    	December 31, 2011			December 31, 2010
    Audit Fees(1)	$488,164			$653,693
    Tax Fees(2)	9,813			33,146
    All Other Fees	1,995			1,995

    	Fiscal Year Ended					Fiscal Year Ended
    	December 31, 2014					December 31, 2013
    Audit Fees(1)		$	615,679				$	541,321
    Audit Related Fees			—					—
    Tax Fees			—					—
    All Other Fees(2)			1,995					1,305

    ____________________
    
    
    

    (1)		Audit Fees include the integrated audit of annual consolidated financial statements and internal control over financial reporting, audits of certain subsidiaries, reviews of quarterly consolidated financial statements included in Quarterly Reports on Forms 10-Q, consultations on matters addressed during the audit or quarterly reviews, and services provided in connection with SEC filings, including consents and comment and comfort letters.
    (2)		Tax Fees consist of services relatedAmounts represent fees for access to the filing of tax returns and other assistance with tax compliance.Ernst & Young’s technical research portal.

    
    
    
    

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    AUDIT COMMITTEE REPORT

    The Audit Committee of Geron Corporation’s Board of Directors is comprised of three independent directors as required by the listing standards of the NASDAQ Global Select Market (NASDAQ).NASDAQ. The Audit Committee operates pursuant to a written charter adopted and amended by the Board in May 2011.2014. A copy of the Audit Committee’s amended and restated charter is available on our website at http://www.geron.com.

    The members of the Audit Committee are Ms. Eastham (Chairperson), Dr. Lawlis and Messrs. Fritzky and Kiley.Mr. Bradbury. The Board has determined that all members of the Audit Committee are financially literate as required by NASDAQ. The Board has also determined that Ms. Eastham is anand Mr. Bradbury are audit committee financial expertexperts as defined by NASDAQ.

    The function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities regardingregarding: (i) the quality and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the qualifications and independence of the independent registered public accounting firm serving as our auditors and (iv) the performance of the independent registered public accounting firm.

    Management is responsible for the Company’sGeron’s internal controls and financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the Company’sGeron’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

    In this context, the Audit Committee hereby reports as follows:

    	1)		The Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the fiscal year ended December 31, 20112014 with management and the independent registered public accounting firm serving as the Company’s independent auditors.
    	2)		The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing StandardsStandard No. 6116 (Communication with Audit Committees) as adopted by the Public Company Accounting Oversight Board, in Rule 3200T, other professional standards, membership provisions of the SEC Practice Session, and other SEC rules, as currently in effect.
    	3)		The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding the independent auditor’s communications with the Audit Committees), as currently in effect,Committee concerning independence, and it has discussed with the independent auditors their independence from the Company.independent auditor’s independence.
    	4)		The Audit Committee has considered whether the independent auditors’auditor’s provision of non-audit services to the Company is compatible with maintaining the auditors’independent auditor’s independence.

    Based on the reports and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’sGeron’s Annual Report on Form 10-K for the year ended December 31, 2011,2014, for filing with the SEC.

    Submitted on March 19, 20125, 2015 by the members of the Audit Committee of the Company’sGeron’s Board of Directors.

    	Karin Eastham (Chairperson)
    	Edward V. FritzkyDaniel M. Bradbury
    	Thomas D. Kiley, Esq.V. Bryan Lawlis, Ph.D.

    ____________________

    This Section is not “soliciting material,” is not deemed “ filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or the Securities Act of 1933, as amended, (the “Securities Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

    
    
    
    

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    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth the amount and percentage of the outstanding shares of Common Stock, which, according to the information supplied to the Company,us, are beneficially owned by: (i) each person, or group of affiliated persons, who is known by us to the best of our knowledge based exclusively on Schedules 13G filed with the Securities and Exchange Commission (SEC), is thebe a beneficial owner of more than 5% of our outstanding Common Stock, (ii) each person who served as a director in 2011, three of whom are alsoour directors and nominees for election as directors,director, (iii) each of our Named Executive Officer,Officers, as defined on page 2822 and (iv) all current directors and executive officers as a group. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Geron Corporation, 230 Constitution149 Commonwealth Drive, Suite 2070, Menlo Park, CA 94025. Except for information based on Schedules 13G, as indicated in the footnotes, beneficial ownership is stated as of February 10, 2012.11, 2015.

    		Beneficial Ownership(1)
    		Number of		Percent of
    Beneficial Owner		Shares		Total
    Directors/Nominees and Named Executive Officers:
    Alexander E. Barkas, Ph.D.(2)		767,160		*
    Karin Eastham(3)		184,500		*
    Edward V. Fritzky(4)		400,375		*
    Thomas Hofstaetter, Ph.D.(5)		118,016		*
    Charles J. Homcy, M.D.(6)		177,751		*
    Hoyoung Huh, M.D., Ph.D.(7)		185,104		*
    Thomas D. Kiley, Esq.(8)		472,175		*
    Robert J. Spiegel, M.D., FACP(9)		87,037		*
    Melissa A. Behrs(10)		844,296		*
    David J. Earp, J.D., Ph.D.(11)		1,114,048		*
    David L. Greenwood(12)		1,952,928		1.46%
    Stephen M. Kelsey, M.D., F.R.C.P., F.R.C.Path.(13)		694,745		*
    Jane S. Lebkowski, Ph.D.(14)		1,202,035		*
    Thomas B. Okarma, Ph.D., M.D.(15)		2,584,560		1.92%
    John A. Scarlett, M.D.(16)		200,000		*
    Katharine E. Spink, Ph.D.(17)		488,479		*
    All directors and executive officers as a group (14 persons)		4,975,972		3.69%
    5% Beneficial Holders:
    BlackRock, Inc.(18)		8,118,503		6.13%
    40 East 52ndStreet, New York, NY 10022

    		Beneficial Ownership(1)
    		Number of		Percent of
    Beneficial Owner		Shares		Total
    Directors/Nominees and Named Executive Officers:
    Daniel M. Bradbury(2)		235,305			*
    Karin Eastham(3)		219,547			*
    Thomas Hofstaetter, Ph.D.(4)		172,939			*
    Hoyoung Huh, M.D., Ph.D.(5)		379,223			*
    V. Bryan Lawlis, Ph.D.(6)		140,000			*
    Susan M. Molineaux, Ph.D.(7)		102,761			*
    Robert J. Spiegel, M.D., FACP(8)		188,739			*
    Melissa A. Kelly Behrs(9)		1,023,495			*
    Olivia K. Bloom(10)		825,506			*
    Andrew J. Grethlein, Ph.D.(11)		650,183			*
    Stephen N. Rosenfield, J.D.(12)		858,312			*
    John A. Scarlett, M.D.(13)		2,446,460			1.53	%
    All directors and executive officers as a group (12 persons)(14)		7,242,470			4.42	%
    5% Beneficial Holders:
    FMR LLC(15)		23,540,143			14.94	%
    245 Summer Street, Boston, MA 02210
    BlackRock, Inc.(16)		11,201,887			7.11	%
    55 East 52ndStreet, New York, NY 10022
    State Street Corporation(17)		8,018,906			5.09	%
    One Lincoln Street, Boston, MA 02111

    ____________________
    
    
    

    *		Represents beneficial ownership of less than 1% of Common Stock.
    (1)		Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subjectexercisable pursuant to the exercise of options held by that person that are currently exercisable or exercisable within 60 days of February 10, 201211, 2015 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. Applicable percentages are based on 157,527,199 shares outstanding on February 11, 2015, adjusted as required by rules promulgated by the SEC. The persons named in this table, to the best of our knowledge, have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table.
    (2)		Includes 275,622Consists of 142,776 shares held directly by the Barkas-Wijcik Trust, 882Daniel M. Bradbury, 10,862 shares held by Lynda Wijcik, the spouse of Dr. BarkasThe Bradbury Family Trust and 490,65681,667 shares issuable upon the exercise of outstanding options held by Dr. BarkasMr. Bradbury exercisable within 60 days of February 10, 2012. Dr. Barkas passed away in November 2011.11, 2015.
    (3)		Includes 5,625Consists of 36,797 shares held directly by Karin Eastham, 68,3752,250 shares held under unvested restricted stock awards by Ms. Eastham and 110,500180,500 shares issuable upon the exercise of outstanding options held by Ms. Eastham exercisable within 60 days of February 10, 2012.11, 2015.

    
    
    
    

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    (4)		Includes 117,085Consists of 25,064 shares held directly by Edward V. Fritzky, 76,373Thomas Hofstaetter, 1,500 shares held under unvested restricted stock awards and 206,917 shares issuable upon the exercise of outstanding options held by Mr. Fritzky exercisable within 60 days of February 10, 2012.
    (5)		Includes 4,938 shares held directly by Thomas Hofstaetter, 56,703 shares held under unvested restricted stock awards and 56,375146,375 shares issuable upon the exercise of outstanding options held by Dr. Hofstaetter exercisable within 60 days of February 10, 2012.11, 2015. Dr. Hofstaetter is retiring from our Board effective as of the date of the Annual Meeting.
    (6)(5)		Includes 62,751Consists of 111,932 shares held by Charles J. Homcy and 115,000 shares issuable upon the exercise of outstanding options held by Dr. Homcy exercisable within 60 days of February 10, 2012. Dr. Homcy retired from the Board in May 2011.
    (7)		Includes 9,375 shares helddirectly by Hoyoung Huh, 121,8757,187 shares held under unvested restricted stock awards and 53,854260,104 shares issuable upon the exercise of outstanding options held by Dr. Huh exercisable within 60days of February 10, 2012.11, 2015.
    (8)(6)		Includes 153,131 shares held directly by Thomas D. Kiley, 74,436 shares held under unvested restricted stock awards, 9,705 shares held by the Kiley Family Partnership and 96,653 shares held by the Thomas D. Kiley and Nancy L.M. Kiley Revocable Trust under Agreement dated August 7, 1981. Also includes 138,250Consists of 140,000 shares issuable upon the exercise of outstanding options held by Mr. KileyV. Bryan Lawlis exercisable within 60days of February 10, 2012.11, 2015.
    (9)(7)	Consists of 21,094 shares held by the Molineaux Family Trust and 81,667 shares issuable upon the exercise of outstanding options held by Dr. Molineaux exercisable within 60 days of February 11, 2015.
    (8)	Includes 2,037Consists of 47,489 shares held directly by Robert J. Spiegel, 55,0001,250 shares held under unvested restricted stock awards and 30,000140,000 shares issuable upon exercise of outstanding options held by Dr. Spiegel exercisable within 60 days of February 10, 2012.11, 2015.
    (10)(9)		Includes 86,114Consists of 119,744 shares held directly by Melissa A. Kelly Behrs, 353,7506,250 shares held under unvested restricted stock awards and 404,432897,501 shares issuable upon the exercise of outstanding options held by Ms. Behrs exercisable within 60 days of February 10, 2012.11, 2015.
    (11)(10)		Includes 168,129Consists of 111,969 shares held directly by David J. Earp, 357,000Olivia K. Bloom, 6,250 shares held under unvested restricted stock awards and 588,919707,287 shares issuable upon the exercise of outstanding options held by Ms. Bloom exercisable within 60 days of February 11, 2015.
    (11)	Consists of 2,267 shares held directly by Andrew J. Grethlein and 647,916 shares issuable upon the exercise of outstanding options held by Dr. EarpGrethlein exercisable within 60 days of February 10, 2012.11, 2015.
    (12)		Includes 202,627Consists of 17,624 shares held directly by David L. Greenwood, 580,000 shares held under unvested restricted stock awardsStephen N. Rosenfield and 1,170,301840,688 shares issuable upon the exercise of outstanding options held by Mr. GreenwoodRosenfield exercisable within 60 days of February 10, 2012. Mr. Greenwood separated employment from the Company in December 2011.11, 2015.
    (13)		Includes 53,286Consists of 125,000 shares held directly by Stephen M. Kelsey, 445,625 shares held under unvested restricted stock awards and 195,834 shares issuable upon the exercise of outstanding options held by Dr. Kelsey exercisable within 60 days of February 10, 2012.
    (14)		Includes 169,866 shares held directly by Jane S. Lebkowski, 437,000 shares held under unvested restricted stock awards and 595,169 shares issuable upon the exercise of outstanding options held by Dr. Lebkowski exercisable within 60 days of February 10, 2012. Dr. Lebkowski’s position was eliminated in connection with the Company’s decision in November 2011 to exclusively focus on its oncology programs and discontinue further development of its stem cell programs.
    (15)		Includes 437,060 shares held directly by Thomas B. Okarma, 337,500 shares held under unvested restricted stock awards and 1,810,000 shares issuable upon the exercise of outstanding options held by Dr. Okarma exercisable within 60 days of February 10, 2012. Dr. Okarma separated employment from the Company in February 2011.
    (16)		Includes 75,000 shares held directly by John A. Scarlett III 1999 Trust and 125,0002,321,460 shares issuable upon exercise of outstanding options held by Dr. Scarlett exercisable within 60 days of February 10, 2012.11, 2015.
    (14)	Consists of shares beneficially owned by our current directors and executive officers as described in footnotes (2) through (13).
    (15)	The indicated ownership is based solely on a Schedule 13G/A filed with the SEC by FMR LLC on February 13, 2015, reporting beneficial ownership as of December 31, 2014. The Schedule 13G/A filed by the reporting person provides information only as of December 31, 2014, and, consequently, the beneficial ownership of the above-mentioned reporting person may have changed between December 31, 2014 and February 11, 2015.
    (16)	The indicated ownership is based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 26, 2015, reporting beneficial ownership as of December 31, 2014. The Schedule 13G/A filed by the reporting person provides information only as of December 31, 2014, and, consequently, the beneficial ownership of the above-mentioned reporting person may have changed between December 31, 2014 and February 11, 2015.
    (17)		Includes 52,021 shares held directly by Katharine E. Spink, 292,343 shares held under unvested restricted stock awards and 144,115 shares issuable upon exercise of outstanding options held by Dr. Spink exercisable within 60 days of February 10, 2012. Dr. Spink’s position was eliminated in connectionThe indicated ownership is based solely on a Schedule 13G filed with the Company’s decision in November 2011 to exclusively focusSEC by State Street Corporation on its oncology programs and discontinue further developmentFebruary 12, 2015, reporting beneficial ownership as of its stem cell programs.
    (18)		Based onDecember 31, 2014. The Schedule 13G filed by BlackRock, Inc.the reporting person provides information only as of December 31, 2014, and, consequently, the beneficial ownership of the above-mentioned reporting person may have changed between December 31, 2014 and February 11, 2015.

    
    
    
    

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    CERTAIN TRANSACTIONS

    There has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company was or is to be a party in which the amount involved exceeds $120,000 and in which any current director, executive officer, holder of more than 5% of our Common Stock or any immediate family member of any of the foregoing persons had or will have a direct or indirect material interest other than with respect to compensation arrangements described under the captionsections entitled “Executive Compensation Tables,Tables” and “Compensation of Directors,” the indemnification agreements described below, and as described below under “Participation in Public Offering.”

    Certain Transactions With or Involving Related Persons

    Participation in Public Offering

    On February 4, 2014, we completed an underwritten public offering of 25,875,000 shares of our Common Stock at a price to the transactions described below.public of $4.00 per share. Net cash proceeds from the public offering were approximately $96.8 million, after deducting the underwriting discounts and commissions and offering expenses payable by us. Based on information provided to us, FMR LLC, which beneficially owns more than 5% of our outstanding Common Stock, purchased 5,625,000 shares in the public offering from the underwriters for a total purchase price of $22.5 million (based on the price to the public of $4.00 per share). To our knowledge, no other holder of 5% of our outstanding Common Stock participated in the offering. None of our directors or executive officers participated in the offering, nor did any of such persons have a direct or indirect material interest in the offering. Since this offering was public, with the price to the public in the offering determined by a book building process with the underwriters, the offering was not specifically reviewed in advance as a related-party transaction. However, the offering was approved by our Board and a Pricing Committee of our Board, and consistent with our Audit Committee charter, the Audit Committee subsequently reviewed the offering.

    Indemnity Agreements

    We have entered into indemnity agreements with all of our officers and directors which provide, among other things, that we will indemnify such executive officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines, settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason for his or her position as a director, officer or other agent of the Company, and otherwise to the full extent permitted under Delaware law and our Bylaws.

    Policies and Procedures

    Our Audit Committee is responsible for reviewing and approving in advance, all related party transactions.transactions, which would include a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000, not including transactions involving compensation for services provided to Geron as an employee, director, consultant or similar capacity by a related person. Related parties include any of our directors or executive officers, certain of our stockholders and their immediate family members. This obligation is set forth in writing in the Audit Committee charter. A copy of the Audit Committee charter is available on our website at http://www.geron.com inthe Corporate Governance page under the Investor Relations section under “Corporate Governance.” To identify related party transactions, each year, our directors and officers complete Director and Officer Questionnaires identifying any transactions with us in which the executive officer or director or their family members have an interest. We review related party transactions due to the potential for a conflict of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere, with our interests. In addition, our Nominating and Corporate Governance Committee Charter determines, on an annual basis, which members of our Board meet the definition of independent director as defined in NASDAQ Rule 5605(a)(2). This obligation is set forth in writing in the Nominating and Corporate Governance Committee charter. A copy of the Nominating and Corporate Governance Committee charter is available on our website at http://www.geron.comwww.geron.com.

    Where a transaction has been identified as a related-person transaction, management would present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation would include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to Geron of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, the Audit Committee relies on information supplied by Geron’s executive officers and directors. In considering related-person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to: (a) the risks, costs and benefits to Geron, (b) the impact on a director’s independence in the Investor Relations section under “Corporate Governance.” Our Nominatingevent the related

    
    
    
    

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    person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and Corporate Governance(e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. In determining whether to approve, ratify or reject a related-person transaction, the Audit Committee reviewsconsiders, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of Geron and discusses any relationships with directors that would potentially interfere with his or herour stockholders, as the Audit Committee determines in the good faith exercise of independent judgment in carrying out the responsibilities of a director. Finally, our Code of Conduct establishes the corporate standards of behavior for all our employees, officers, and directors and sets our expectations of contractors and agents. The Code of Conduct is available on our website at http://www.geron.com in the Investor Relations section under “Corporate Governance.” Our Code of Conduct requires any person who becomes aware of any departure from the standards in our Code of Conduct to report his or her knowledge promptly to a supervisor or an attorney in the legal department.its discretion.

    OTHER MATTERS

    Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities (collectively, Reporting Persons)“Reporting Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of Geron Common Stock and other equity securities of the Company.securities. Reporting Persons are required by SEC regulations to furnish the Companyus with copies of all Section 16(a) forms they file.

    To our knowledge, based solely onupon a review of the copies of such reports furnished to us and written representations from such directors, executive officers and stockholders that no other reports were required, we believe that during fiscal year ended December 31, 2011,2014, all Reporting Persons complied with the applicable filing requirement.Section 16(a) reporting requirements.

    Stockholder Nominations and Proposals for 20132016 Annual Meeting

    We expect to hold our 20132016 Annual Meeting of Stockholders in May 2013.2016. All proposals or director nominations of stockholders intended to be presented at the 20132016 Annual Meeting of Stockholders must be directed to the attention of our Corporate Secretary, at the address set forth on the first page of this Proxy Statement.

    
    
    
    

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    A stockholder’s notice to include anyTo be considered for inclusion in next year’s proxy materials, your proposal in the 2013 Annual Meeting of Stockholders must be deliveredsubmitted in writing by December 8, 2015, to our Corporate Secretary not less than 90 daysat Geron Corporation, 149 Commonwealth Drive, Suite 2070, Menlo Park, California, 94025, and not more than 120 days beforemust comply with all applicable requirements of Rule 14a-8 promulgated under the anniversary date of the immediately preceding annual meeting. For the 2013 Annual Meeting of Stockholders, the notice must be delivered between January 18, 2013 and February 17, 2013.Exchange Act. However, if the 2013our 2016 Annual Meeting of Stockholders is not within 30 daysheld between April 18, 2016 and June 17, 2016, then the deadline will be a reasonable time prior to the time we begin to print and send our proxy materials.

    If you wish to bring a proposal before the stockholders or nominate a director at the 2016 Annual Meeting of MayStockholders, 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 19, 2016 and not later than the close of business on February 18, 2016. However, if the 2016 Annual Meeting of Stockholders is not held between April 18, 2016 and July 17, 2013,2016, the notice must be delivered no later than the close90^th day prior to the 2016 Annual Meeting of business onStockholders or, if later, the 10^th day following the earlier of the day on which the first public announcementdisclosure of the date of the 2013 Annual Meeting of Stockholders was made or the day the notice of the 20132016 Annual Meeting of Stockholders is mailed.made. In addition, our Bylaws provide that the stockholder’s notice must include certain information for the person making the proposal or the nomination for director, including:

    • name and address;
      

    • ●	name and address;
      ●	the class and number of shares of the Company, owned of record or beneficially owned;
      ●	any derivative, swap or other transaction which gives economic risk similar to ownership of shares of the Company;
      ●	any proxy, agreement, arrangement, understanding or relationship that confers a right to vote any shares of the Company;

      
      
      
      

      Table of shares of the Company, owned of record or beneficially owned;
      Contents

    • any derivative, swap or other transaction which gives economic risk similar to ownership of shares ofthe Company;
      
    • any proxy, agreement, arrangement, understanding or relationship that confers a right to vote anyshares of the Company;
      
    • any agreement, arrangement, understanding or relationship, engaged in to increase or decrease thelevel of risk related to, or the voting power with respect to, shares of the Company;
      
    • any performance-related fees that the proposing/nominating person is entitled, based on any increaseor decrease in the value of any shares of the Company; and
      
    • any other information required by the SEC to be disclosed in a proxy statement.

    ●	any agreement, arrangement, understanding or relationship, engaged in to increase or decrease the level of risk related to, the voting power with respect to, and certain other arrangements or agreements with respect to, shares of the Company;
    ●	any performance-related fees that the proposing/nominating person is entitled, based on any increase or decrease in the value of any shares of the Company; and
    ●	any other information required by the SEC to be disclosed in a proxy statement or certain other filings.

    The stockholder’s notice must also include the following information for each proposed director nominee:

    • the same information as for the nominating person set forth above;
      
    • all information required to be disclosed in a proxy statement in connection with election ofdirectors; and
      
    • financial or other relationships between the nominating person and the nominee, during the pastthree years.
    including:

    ●	the same information as for the nominating person set forth above;
    ●	all information required to be disclosed in a proxy statement in connection with election of directors; and
    ●	financial or other relationships between the nominating person and the nominee during the past three years.

    Copies of our Bylaws may be obtained from our Corporate Secretary.

    Director Nominees Recommended by Stockholders

    The Nominating and Corporate Governance Committee, to date, has not adopted a formal policy with regard to the consideration of director candidates recommended by stockholders and will consider director candidates recommended by stockholders on a case-by-case basis, as appropriate. Stockholders who wish to submit a proposed nominee torecommend individuals for consideration by the Nominating and Corporate Governance Committee should send written notice to the Nominating and Corporate Governance Committee Chairman, Geron Corporation, 230 Constitution149 Commonwealth Drive, Suite 2070, Menlo Park, CA 94025, within the time periods set forth above. Such notification should set forth all information relating to such nominee as is required to be disclosed in solicitations of proxies for elections of directors pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected, the name and address of such stockholder or beneficial owner on whose behalf the nomination is being made, and the class and number of shares of the Company, owned beneficially and of record by such stockholder or beneficial owner.owner, and all information regarding the nominee that would be required to be included in the Company’s proxy statement by the rules of the SEC, including the nominee’s age, business experience for the past five years and any directorships held by the nominee during the past five years. The Nominating and Corporate Governance Committee will considerdoes not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a stockholder nominees on the same terms as nominees selected by the Nominating and Corporate Governance Committee.or not.

    Director Qualifications

    The Nominating and Corporate Governance Committee believes that nominees for election to the Board must possess certain minimum qualifications and attributes. The nominee: 1) must meet the objective independence requirements set forth by the SEC and NASDAQ, 2) must exhibit strong personal integrity, character and ethics, and a commitment to ethical business and accounting practices, 3) must not be involved in on-going litigation with the Company or be employed by an entity which is engaged in such litigation and 4) must not be the subject of any on-going criminal investigations, including investigations for fraud or financial misconduct. In addition, the Nominating and Corporate Governance Committee may consider the following criteria, among others:

    (i)

    experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment;

    
    
    
    

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    	(ii)
    	(ii)	experience in our industry and with relevant social policy concerns;
    	(iii)		experience as a board member of other publicly held companies;
    	(iv)		expertise in an area of our operations; and
    	(v)		practical and mature business judgment, including the ability to make independent analytical inquiries.

    
    
    
    

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    The Nominating and Corporate Governance Committee does not specifically consider diversity in identifying nominees for election as a director. However, specific experience or expertise that could assist the CompanyGeron in developing itsour clinical product candidatesopportunity provides added value and insight to the Board. In general, the Nominating and Corporate Governance Committee aspires the Board to be comprised of individuals that represent a diversity of professional experience perspective and experience,perspective and who portray characteristics of diligence, commitment, mutual respect and professionalism with an emphasis on consensus building. The Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of board service at the Company.Geron.

    Directors are expected to rigorously prepare for, attend and participate in Board meetings and meetings of the Committees of the Board on which they serve, to ask direct questions and require straight answers, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities and duties as directors. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as an outstanding director.

    General

    	By Order of the Board of Directors,
    	Your proxy is solicited on behalf of our Board of Directors. Unless otherwise directed, proxies will be voted at the Annual Meeting (or an adjournment or postponement thereof), “FOR” all of the nominees listed in Proposal 1 and “FOR” Proposals 2 and 3. If any matter other than those described in this Proxy Statement were to be properly submitted for a vote at the Annual Meeting, or with respect to any adjournment or postponement thereof, the proxy holders appointed by the Board will have the discretion to vote on those matters for you as they see fit. By Order of the Board of Directors, Stephen N. Rosenfield Executive Vice President, General Counsel and Corporate Secretary

    March 29, 2012

    
    
    
    

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    APPENDIX 1

    CERTIFICATE OF AMENDMENT
    OF THE RESTATED CERTIFICATE OF INCORPORATION
    OF GERON CORPORATION,
    a Delaware corporation

        The undersigned, Stephen Rosenfield, hereby certifies that:

    FIRST.        He is the duly elected and acting Executive Vice President, General Counsel
    and Corporate Secretary of Geron Corporation, a Delaware corporation (the “Corporation”).

    
    

    SECOND.        The Corporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on March 24, 1998; a Certificate of Designation was filed with the Secretary of State on March 27, 1998; a Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State on December 14, 1999; a Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State on June 28, 2000; a Certificate of Designation was filed with the Secretary of State on August 1, 2001; a Certificate of Designation was filed with the Secretary of State on August 1, 2001; a Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State on May 22, 2002; and a Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State on May 25, 2006.April 3, 2015

    THIRD.        The amendment of the Restated Certificate of Incorporation of the Corporation herein certified was duly adopted by this Corporation’s Board of Directors and approved by the Corporation’s stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

    FOURTH.Article IV, Paragraph (A) of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

    “(A)Class of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Three Hundred Three Million (303,000,000) shares. Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share, and Three Million (3,000,000) shares shall be Preferred Stock, par value $0.001 per share.”

    FIFTH.        All other provisions of the Second Restated Certificate of Incorporation shall remain in full force and effect.

    IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be duly executed on behalf of the Corporation at Menlo Park, California this __ day of __ 2012.

    	GERONCORPORATION,
    	a Delaware corporation
    	By:
    	Stephen N. Rosenfield Executive Vice President, General Counsel and Corporate Secretary

    
    

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    GERON CORPORATION C/O COMPUTERSHARE 350 INDIANA ST., SUITE 750 GOLDEN, CO 80401

    VOTE BY INTERNET -www.proxyvote.com

    Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

    VOTE BY PHONE - 1-800-690-6903

    Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

    VOTE BY MAIL

    Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

    
    
    
    
    
    
    
    
    

    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ☒	M85938-P60787		KEEP THIS PORTION FOR YOUR RECORDS
    			DETACH AND RETURN THIS PORTION ONLY
    THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

    GERON CORPORATION
    	The Board of Directors recommends you vote FOR the following:				For All	Withhold All	For All Except
    	1.	To elect the two nominees for director named below to hold office as Class I members of the Board of Directors until the 2018 annual meeting of stockholders.			☐	☐	☐
    		Nominees:
    		01)	John A. Scarlett, M.D.
    		02)	Robert J. Spiegel, M.D., FACP

    To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

    	The Board of Directors recommends you vote FOR proposals 2 and 3.			For	Against	Abstain
    	2.	To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the accompanying Proxy Statement.		☐	☐	☐
    	3.	To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.		☐	☐	☐
    	NOTE:In their discretion, the proxies are authorized to vote on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.
    	NOTE:This proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appear(s) hereon, and returned in the enclosed envelope.

    
    
    
    
    
    
    
    
    

    Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.

    	Signature [PLEASE SIGN WITHIN BOX]	Date			Signature (Joint Owners)	Date

    
    

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    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
    Letter to Stockholders, Notice and 20122015 Proxy Statement, and 20112014 Annual Report
    are available at www.proxyvote.com.www.proxyvote.com.

    
    
    
    
    
    
    
    
    
    
    

    M43296-P22518M85939-P60787-

    
    
    

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    GERON CORPORATION
    20122015 ANNUAL MEETING OF STOCKHOLDERS
    TO BE HELD ON MAY 18, 2015

    The undersigned stockholder of Geron Corporation, a Delaware corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 29, 2012,April 3, 2015, and hereby appoints John A. Scarlett, M.D., and Stephen N. Rosenfield, or either of them, as proxies and attorneys-in-fact with full power to each of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 20122015 Annual Meeting of Stockholders of Geron Corporation to be held on May 17, 2012,18, 2015, at 8:3:00 a.m.p.m. Pacific Daylight Time at the Westin San Francisco Airport, One Old Bayshore Highway, Millbrae, California 94030 and at any adjournment(s) or postponement(s) thereof, and to vote all shares of Common Stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and in their discretion, upon such other matter or matters that may properly come before the meeting and any adjournment(s) or postponement(s) thereof. The 2012 Annual Meeting will be held completely virtual. You will be able to attend, vote and submit your questions during the meeting via live webcast via the Internet at www.virtualshareholdermeeting.com/geron2012.

    This proxy will be voted as directed or, if no contrary direction is indicated, will be voted as follows:

    • ●	"FOR" the election of the two nominees for director named in the accompanying Proxy Statement to hold office as Class I members of the Board of Directors until the 2018 annual meeting of stockholders;
      ●	"FOR" proposal 2, to approve, on an advisory basis, the compensation of the Company's named executive officers,  as disclosed in the accompanying Proxy Statement;
      ●	"FOR" proposal 3, to ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015;

      "FOR" the election as directors of the three nominees as Class I Directors;

    • "FOR" proposal 2, to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 300,000,000 shares;
    • "FOR" proposal 3, the advisory vote to approve named executive officer compensation;
    • "FOR" proposal 4, ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012;

    and as said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.
    

    (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
    

    
    
    
    

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    GERON CORPORATION
    C/O COMPUTERSHARE
    350 INDIANA STREET, SUITE 750
    GOLDEN, CO 80401

    VOTE BY INTERNET
    Before The Meeting- Go towww.proxyvote.com

    Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

    During The Meeting - Go towww.virtualshareholdermeeting.com/geron2012

    You may attend the Meeting via the Internet and vote during the Meeting. Have the information available that is printed in the box marked by the arrow below and follow the instructions.

    VOTE BY PHONE - 1-800-690-6903
    Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

    VOTE BY MAIL
    Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

    
    
    
    
    
    

    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:x
    M43295-P22518	KEEP THIS PORTION FOR YOUR RECORDS
    	DETACH AND RETURN THIS PORTION ONLY
    THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

    
    

    GERON CORPORATION				For	Withhold	For All
    	The Board of Directors recommends that you			All	All	Except
    	vote FOR the following:
    	1.	Election of the three (3) Class I Directors to each		¨	¨	¨
    		serve for a three-year term.
    		Nominees:
    		01)	Thomas Hofstaetter, Ph.D.
    		02)	John A. Scarlett, M.D.
    		03)	Robert J. Spiegel, M.D., FACP

    To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

    
    
    
    
    
    

    	The Board of Directors recommends that you vote FOR the following proposals:		For	Against	Abstain
    	2.	To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 300,000,000 shares.	¨	¨	¨
    	3.	An advisory vote to approve named executive officer compensation.	¨	¨	¨
    	4.	To ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.	¨	¨	¨
    	5.	As said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.	¨	¨	¨

    
    

    
    
    
    

    Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.

    
    
    

    	Signature [PLEASE SIGN WITHIN BOX]	Date			Signature (Joint Owners)	Date

    
    

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