DEF 14A of Sera Prognostics, Inc., Apr 23, 2025

DEF 14A of Sera Prognostics, Inc.

Filed Apr 23, 2025 · FY20240000950170-25-057359

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Jane F. Barlow, M.D. has served as a member of our board of directors since April 2022. Dr. Barlow has served as Chief Executive Officer of Jane Barlow & Associates, LLC, a consulting firm focused on value-based health care services and Executive Vice President and Chief Clinical Officer at Real Endpoints, a market access advisory firm, since January 2017. Dr. Barlow is Senior Advisor to the Tufts Center for Biomedical System Design working on multiple projects to generate solutions to promote sustainable patient access to innovative therapies. Dr. Barlow currently serves on the advisory board of Refactor Health and the Biotech Advisory Board of Pictet Asset Management. Prior to her current roles, Dr. Barlow was Associate Chief Medical Officer at CVS Health Corporation (“CVS Health”) and Chief Medical Officer of CVS Health’s Government Services arm where she successfully implemented industry-leading clinical strategies supporting drug purchasing, distribution, and utilization management. Formerly, she served as Vice President of Clinical Innovation at Medco Health Solutions, leading the adoption of cutting-edge therapeutic programs through all aspects of pharmacy. Dr. Barlow previously served on the board of directors of Momenta Pharmaceuticals, Inc., (prior to and during its sale to Johnson and Johnson), Viracta Therapeutics, Inc., ContraFect Corporation, Therapeutics MD Inc., and SilverScript Insurance Company. Dr. Barlow received her medical degree from Creighton University School of Medicine and subsequently completed her residency in occupational and environmental medicine at The Johns Hopkins University, where she also earned her M.P.H. Additionally, she holds an M.B.A. from the University of Alabama. She is board-certified in occupational medicine and a fellow of the American College of Occupational and Environmental Medicine and the American College of Preventive Medicine. She is a diplomat of the American College of Physician Executives and a member of the American Medical Association. We believe that Dr. Barlow is qualified to serve as a member of our board of directors because of her extensive experience in steering pharmaceutical and diagnostics market access, extensive experience in health care services, academic background and service on corporate and charitable boards. Mansoor Raza Mirza, M.D. has served as a member of our board of directors since December 2014. Since April 2025, Dr. Mirza has served as Chief Medical Officer of Acrivon Therapeutics, Inc., a pharmaceutical company. Dr. Mirza remains Chief Oncologist at the Department of Oncology, Rigshopitalet — the Copenhagen University Hospital, Denmark and Medical Director of the Nordic Society of Gynaecological Oncology until October 2025. Dr. Mirza is also the former Chairman of the European Network of Gynaecological Oncological Trial groups. Dr. Mirza is both a medical and radiation oncologist, with a primary focus in non-surgical treatment of gynecologic cancers. His key academic goals are to promote clinical research, international trial collaboration and education, and he has broad experience in clinical protocol development, trial conduct and clinical trial regulations. Dr. Mirza is the author of several phase 1, 2 and 3 studies. Several of those studies led to registrations with the U.S. Food and Drug Administration and the European Medicines Agency registrations. He has served on several Independent Data Safety Monitoring Committees of international studies. He is an invited speaker at several international conferences, such as “Meet the Professor” at American Society of Clinical Oncology and “Presidential Symposium” at European Society for Medical Oncology. He is the author of global consensus guidelines for the management of ovarian cancer and of European guidelines for the management of several gynecological malignancies. His other appointments include service as Vice-President of the European Society of Gynaecological Oncology (“ESGO”) from 2020 to 2024, Executive Director of the Gynecologic Cancer InterGroup, Vice-Chairman of the Danish Gynecological Cancer Society, and faculty member of the European Society of Medical Oncology and of ESGO. Dr. Mirza is a jury member of the Prix Galien Foundation. He also serves on the board of directors of Karyopharm Therapeutics Inc., a publicly traded pharmaceutical company, where he has also served as a clinical consultant since 2010. Dr. Mirza has multiple publications in high-impact journals, including several publications in the New England Journal of Medicine and the Lancet. He holds an M.D., Diploma in Surgery and Diploma in Clinical Oncology from the Pirogov Moscow State Medical Institute as well as post-graduate education and certification in radiation and medical oncology from the University of Southern Denmark. We believe Dr. Mirza’s qualifications to serve on our board of directors include his expertise in gynecologic cancers, and his knowledge of our company and its business through service on our board of directors since December 2014.

  2. Continuing Directors

    Continuing Directors

  3. Class II Directors continuing in Office until the 2026 Annual Meeting of Stockholders

    Class II Directors continuing in Office until the 2026 Annual Meeting of Stockholders Jeffrey T. Elliott has served as a member of our board of directors since March 2025. Mr. Elliott has served as a Senior Advisor of Boston Consulting Group, a global consulting firm, since August 2024. Mr. Elliot has served on the board of directors of Quanterix Corporation, a publicly traded life science research tools and diagnostics company, since August 2024, and previously served on the board of directors of Exagen Inc., a publicly traded diagnostics company from March 2019 to July 2021. Prior to his current roles, Mr. Elliot was Chief Financial Officer of Exact Sciences Corporation, a molecular diagnostics company, from November 2016 to August 2024. Formerly, Mr. Elliott served as the Vice President, Business Development and Strategy of Exact Sciences from June 2016 to November 2016. From 2007 to 2016, Mr. Elliott was with Robert W. Baird & Co., where from June 2012 to June 2016, he was a senior equity research analyst covering healthcare companies, including the diagnostics and life science tools industry. Earlier in his career, Mr. Elliott worked in a supply chain role for Walgreens and as a senior consultant at Cap Gemini Ernst & Young. Mr. Elliott earned his B.A. in Business Administration from the University of Illinois at Urbana-Champaign and an M.B.A. from the University of Chicago Booth School of Business. Mr. Elliott is a CFA charterholder. We believe that Mr. Elliott is qualified to serve on our board of directors due to his significant experience and expertise in finance and operations within our industry. Kim Kamdar, Ph.D. has served as a member of our board of directors since November 2011, and as chair of our board of directors since May 2023. Dr. Kamdar is currently a Partner at Domain Associates, LLC (“Domain”), a venture capital firm, where she has worked since 2005. Prior to Domain, Dr. Kamdar was a Kauffman Fellow with MPM Capital, as well as a research director at Novartis AG. Dr. Kamdar is currently chair of the board of directors of Seraphina Therapeutics and Truvian Sciences, Inc. and serves on the board of directors of Evofem Biosciences, Inc., and Singular Genomics Systems. Dr. Kamdar currently serves on the board of directors of several privately held companies, including Alume Biosciences and Pleno, Inc. Dr. Kamdar serves as an advisory board member of Dr. Eric Topol’s Clinical and Translational Science Award for Scripps Medicine that was supported by the National Institutes of Health (“NIH”). Dr. Kamdar received her B.A. from Northwestern University and her Ph.D. in biochemistry and genetics from Emory University. We believe Dr. Kamdar is qualified to serve on our board of directors based on her extensive experience working and serving on the boards of directors of life sciences companies, her experience working in the venture capital industry, and her knowledge of our business through service on our board of directors since November 2011. Sandra A.J. Lawrence has served as a member of our board of directors since November 2021. Ms. Lawrence has served as trustee of the Macquarie Funds, as a director of its New York and Australian Stock Exchange-listed closed-end funds and on its investments, compliance, and governance committees, and previously on its audit committee. She served as a trustee of its legacy, Ivy and Waddell and Reed Mutual Funds Complex Trust. Ms. Lawrence was the Executive Vice President and Chief Financial Officer of Children’s Mercy Hospital, a comprehensive pediatric medical center, from 2005 to 2016, and the Executive Vice President and Chief Administrative Officer from 2016 to February 2019. She was Senior Vice President and Treasurer of Midwest Research Institute, an independent, non-profit, contract research organization. Ms. Lawrence spent twenty-six years in professional or management positions in the architecture, real estate, investment banking, financial services, packaging, computer, and medical research industries. Ms. Lawrence serves on the board of directors of Evergy, Inc., a publicly-traded energy company that serves 1.7 million customers in Kansas and Missouri, as chair of the compensation and leadership development committee, and as a member and past-chair of the nominating, governance, and corporate responsibility committee. She served on the board of directors of its legacy, Westar Energy. She serves on the board of directors of Brixmor Property Group, a publicly-traded, real estate investment trust and leading owner/operator of high-quality, open-air, shopping centers, as chair of its audit committee. Ms. Lawrence is on the national board of the National Association of Corporate Directors (“NACD”), has been chair of the board of directors of NACD’s Heartland Chapter, was named one of its Directorship 100, and is an NACD board leadership fellow. She serves on the boards of directors of various charitable, non-profit, and civic organizations, including the Hall (Hallmark) Family Foundation and the Nelson-Atkins Museum of Art. Ms. Lawrence is a graduate of Vassar College, where she received her B.A. in Psychology. She also received a Master of Architecture from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. We believe Ms. Lawrence is qualified to serve as a member of our board of directors because of her work experience, financial background, academic background, and service on corporate and charitable boards, particularly her combined experience as Chief Financial Officer and then as Chief Administrative Officer of a comprehensive pediatric medical center for a period spanning more than a decade. Ryan Trimble has served as a member of our board of directors since March 2011. Dr, Trimble is a former senior executive with FHP International, Wellpoint Health Networks Inc. (formerly Amerigroup, a subsidiary of Elevance Health, Inc. (“Elevance Health”)), P5 eHealth Systems, and SCAN Health Plan. He previously served as chair of the board of directors of SCAN Health Plan and as a member of The Scan Foundation board of directors. Dr. Trimble has a B.S. in Microbiology from Brigham Young University, a D.D.S. from Loyola University in Chicago, and an M.B.A. from the University of Utah. We believe Dr. Trimble’s qualifications to serve on our board of directors include his leadership experience with publicly traded companies and other board member experience, and his knowledge of our business through service on our board of directors since March 2011.

  4. Class III Directors continuing in Office until the 2027 Annual Meeting of Stockholders

    Class III Directors continuing in Office until the 2027 Annual Meeting of Stockholders Gregory C. Critchfield, M.D., M.S. has served as a member of our board of directors since 2010. Dr. Critchfield has served as Executive Chair of the board of directors of RefloDx, Inc., a medical device company, since August 2024. Since January 2024, Dr. Critchfield has served as Co-CEO of EarlyDiagnostics, Inc., a company devoted to providing accurate, affordable, and non-invasive liquid biopsy tests for early cancer detection and precision medicine. Dr. Critchfield also served as our Chairman, President and Chief Executive Officer from November 2011 through June 2023. Dr. Critchfield brings decades of experience in the diagnostics industry, including a proven track record of successfully launching diagnostics products and significantly growing revenues for leading diagnostics companies. Previously, Dr. Critchfield was President of Myriad Genetic Laboratories (“Myriad”), a wholly-owned subsidiary of Myriad Genetics, Inc., a molecular diagnostics company, from 1998 to 2010. Under his leadership, Myriad launched seven novel molecular diagnostic products across a variety of technology platforms and increased annual revenues from $2.2 million to $326.5 million. Prior to Dr. Critchfield’s role at Myriad, he served as Senior Vice President, Chief Medical and Science Officer of Quest Diagnostics (formerly Corning Clinical Laboratories). Prior to Quest Diagnostics, Dr. Critchfield was the Director of Clinical Pathology at Intermountain Health Care. Dr. Critchfield has served on the boards of directors of Saladax Biomedical Inc., BioTrove Inc., Biocius Life Sciences, Inc., Integrated Diagnostics, Inc., Nodality, Inc., Metamark Genetics, Inc., Lantos Technologies, Condor Therapeutics, Inc., and Epic Sciences, Inc. He also served as both a reviewer and an NIH Study Section Chair for biomedical computing grants over a period of time encompassing fifteen years. He holds a B.S. in Microbiology from Brigham Young University, an M.S. in Biophysical Sciences from the University of Minnesota and an M.D. from the University of Utah College of Medicine. We believe that Dr. Critchfield’s depth of experience in the diagnostics industry provides him with the qualifications and skills to serve on our board of directors. Zhenya Lindgardt has served as a member of our board of directors since November 2021, as our interim President and Chief Executive Officer from June 2023 to November 2023, and as our President and Chief Executive Officer since November 2023. Ms. Lindgardt has served as Chief Executive Officer of The Commons Project Foundation, a non-profit public trust established with support from the Rockefeller Foundation, since October 2021. From August 2020 to October 2021, Ms. Lindgardt served as a Managing Director of her family office. From April 2019 to August 2020, Ms. Lindgardt served as Vice President of Platform and Customer Engagement of the Executive Team at Uber Technologies Inc. (“Uber”), a publicly traded transportation network company. Prior to this role, from October 2000 to April 2019, Ms. Lindgardt served as Senior Partner and Managing Director at The Boston Consulting Group, a global consulting company. Ms. Lindgardt also served on the board of directors of City Harvest, a New York City hunger charity from June 2017 to June 2020. Ms. Lindgardt received her B.S. degree in business administration from the University of Southern California and her M.B.A. from Harvard Business School. We believe Ms. Lindgardt is qualified to serve as a member of our board of directors based on her perspective and experience as our President and Chief Executive Officer, her deep understanding of both healthcare and consumer technologies, and vast experience holding senior leadership positions at large, global technology and consulting companies, including Uber and The Boston Consulting Group. Joshua Phillips has served as a member of our board of directors since January 2011. Since 2008, Mr. Phillips has been a Managing Partner of Catalyst Health Ventures (“CHV”), a venture capital fund investing in medical technology and life science companies. Mr. Phillips led CHV’s investments in Novazyme Pharmaceuticals, Inc. (acquired by Genzyme Corp.), BioTrove, Inc. (acquired by Life Technologies Corp.), Biocius Life Sciences, Inc. (acquired by Agilent Technologies, Inc.), Vortex Medical, Inc. (acquired by AngioDynamics), Allegro Diagnostics, Inc. (acquired by Veracyte, Inc.), SevenOaksBiosciences (acquired by Medline Industries, Inc.), and Saphena Medical (acquired by a Fortune 100 medtech company). Mr. Phillips is a director at several privately held companies, including Conformal Medical, Inc., Epitel, Inc., EyeCool Therapeutics, Inc. and Esperto Medical, Inc. Mr. Phillips holds an M.B.A. from Harvard Business School and a B.E. in Electrical Engineering and Mathematics from Vanderbilt University. We believe that Mr. Phillips’ qualifications to serve on our board of directors include his extensive experience in the life science, diagnostics and medical device markets, his extensive experience serving on boards of directors as Chairman, Lead Director, Audit & Compensation Committee Chair and Member and his knowledge of our business through service on our board of directors since January 2011.

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and governance committee uses a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and governance committee considers include such factors as character, integrity, judgment, diversity (including, without limitation, diversity in terms of experience), age, independence, skills, education, expertise, business acumen, corporate experience, length of service, understanding of our business and other commitments, among other things. Nominees must also have the highest personal and professional ethics and integrity and skills that are complementary to those of the existing directors. Director candidates must have the ability to assist and support management and make significant contributions to our success based on proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. Nominees must also have an understanding of the fiduciary responsibilities that are required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The nominating and governance committee considers the suitability of each director candidate, including current directors, in light of the current size and composition of our board of directors. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full board of directors the director nominees for selection.

  6. Non-Employee Director Compensation

    Non-Employee Director Compensation Directors who are also our employees receive no additional compensation for their service as a director. Compensation for Ms. Lindgardt, who is our Chief Executive Officer is discussed under the caption “Executive Compensation.” 2024 Director Compensation The following table provides information concerning compensation earned by our non-employee directors during the fiscal year ended December 31, 2024.

  7. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Jane F. Barlow, M.D. | 42,984 | 60,000 | 60,000 | 162,984 | | Gregory C. Critchfield, M.D., M.S. | 19,904 | 60,000 | 60,000 | 139,904 | | Kim Kamdar, Ph.D. | 80,000 | 60,000 | 60,000 | 200,000 | | Sandra A.J. Lawrence | 48,475 | 60,000 | 60,000 | 168,475 | | Mansoor Raza Mirza, M.D. | 39,000 | 60,000 | 60,000 | 159,000 | | Joshua Phillips | 49,025 | 60,000 | 60,000 | 169,025 | | Ryan Trimble | 42,500 | 60,000 | 60,000 | 162,500 | | Marcus Wilson, Pharm.D. | 20,098 | 50,104 | 47,375 | 117,577 | | Jeffrey T. Elliott(3) | — | — | — | — |

  8. Non-Employee Director Compensation

    (1) Represents the aggregate grant date fair value of restricted stock unit (“RSU”) awards granted in the applicable fiscal year. Grant date fair value is calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) issued by the Financial Accounting Standards Board (“FASB”). For the assumptions relating to valuations of RSU awards made to our named executive officers, see Note 2 to our audited financial statements, which is included in our Annual Report. (2) Represents the aggregate grant date fair value of option awards granted in the applicable fiscal year. Grant date fair value is calculated in accordance with ASC 718 issued by the FASB. For the assumptions relating to valuations of equity awards made to our named executive officers, see Note 11 to our audited financial statements, which is included in our Annual Report. (3) Mr. Elliott joined our board of directors effective March 20, 2025. The following table shows the aggregate number of shares subject to options and RSUs held by each of our non-employee directors as of December 31, 2024:

  9. Non-Employee Director Compensation

    | Name | Number of Shares Subject to Stock Options | Number of Shares Subject to RSUs | | Jane F. Barlow, M.D. | 214,637 | 3,559 | | Gregory C. Critchfield, M.D., M.S. | 826,951 | 3,559 | | Kim Kamdar, Ph.D. | 223,489 | 3,559 | | Sandra A.J. Lawrence | 263,821 | 3,559 | | Mansoor Raza Mirza, M.D. | 261,038 | 3,559 | | Joshua Phillips | 223,489 | 3,559 | | Ryan Trimble | 223,489 | 3,559 | | Marcus Wilson, Pharm.D. | 10,549 | 3,559 | | Jeffrey T. Elliott(1) | — | — |

  10. Non-Employee Director Compensation

    (1) Mr. Elliott joined our board of directors effective March 20, 2025. Director Compensation Program The compensation policy for our non-employee directors was developed with input from our compensation committee’s independent compensation consultant, Compensia, Inc. (“Compensia”), regarding practices and compensation levels at comparable companies. It is designed to attract, retain, and reward non-employee directors. Each non-employee director is eligible to receive the following annual cash retainer, which is paid quarterly in arrears on a prorated basis. Each non-employee director who serves as a committee Chair receives only the additional annual cash fee as the Chair of the committee, and not the additional annual fee as a member of the committee.

  11. Non-Employee Director Compensation

    | Position | Annual Retainer | | Non-Employee Board Member | $35,000 | | Non-Employee Chair of the Board of Directors | 35,000 | | Lead Independent Director | 15,000 | | Audit Committee Chair | 15,000 | | Audit Committee Member | 7,500 | | Compensation Committee Chair | 10,000 | | Compensation Committee Member | 5,000 | | Nominating and Governance Committee Chair | 8,000 | | Nominating and Governance Committee Member | 4,000 |

  12. Non-Employee Director Compensation

    In addition, each non-employee director who is initially elected or appointed to the board of directors after the non-employee director compensation policy became effective shall receive, effective on the date of such initial election or appointment, the lesser of (a) an equity award with a grant date fair value of $240,000 (for options, based on the Black-Scholes valuation method and rounded down to the nearest whole share), with approximately equal value coming from stock options and from RSUs unless the board of directors determines otherwise, or (b) an equity award of 100,000 option equivalents (the “Initial Award”). No non-employee director shall be granted more than one initial award. Each Initial Award will vest and become exercisable in 36 substantially equal monthly installments following the date of grant, such that the Initial Award will be fully vested on the third anniversary of the grant date, subject to the non-employee director continuing in service as a non-employee director through each such vesting date. A non-employee director who (i) has been serving as a non-employee director for at least six months as of the date of any annual meeting of our stockholders and (ii) will continue to serve as a non-employee directors immediately following such meeting, shall receive, effective on the date of such meeting, the lesser of (a) an equity award with a grant date fair value of $120,000 (for options, based on the Black-Scholes valuation method and rounded down to the nearest whole share), with approximately equal value coming from stock options and from RSUs unless the board of directors determines otherwise, or (b) an equity award of 50,000 option equivalents (a “Subsequent Award”). A non-employee director elected for the first time to the board of directors at an annual meeting of our stockholders shall only receive an Initial Award in connection with such election and shall not receive any Subsequent Award on the date of such meeting as well. Each Subsequent Award will vest and become exercisable in 12 substantially equal monthly installments following the date of grant, such that the Subsequent Award will be fully vested on the first anniversary of the grant date, subject to the non-employee director continuing in service as a non-employee director through each such vesting date. Each Initial Award and Subsequent Award will be granted under our 2021 Equity Incentive Plan (or its successor plan, as applicable) and will be subject to award agreements under such plan. The stock option awards will have a maximum term to expiration of ten years from their grant date and a per share exercise price equal to 100% of the fair market value of a share of our Class A common stock at the close of the market on the award’s grant date.

  13. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The board of directors has voted to nominate Jane F. Barlow, M.D. and Mansoor Raza Mirza, M.D. for election at the 2025 Annual Meeting for a term of three years to serve until our 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Marcus Wilson, Pharm.D. will not stand for re-election at the 2025 Annual Meeting but will continue to serve as a director until the expiration of his term at the 2025 Annual Meeting. The terms of the Class II directors (Jeffrey T. Elliott, Kim Kamdar, Ph.D., Sandra A.J. Lawrence, and Ryan Trimble) and Class III directors (Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips) will continue until the annual meetings of stockholders to be held in 2026 and 2027, respectively, and each director will hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation, or removal. Our amended and restated certificate of incorporation, as amended, provides that the size of our board of directors will be determined from time to time by resolution of our board of directors. Effective immediately prior to the 2025 Annual Meeting, the board of directors will consist of nine members. Unless authority to vote for any of these nominees is withheld, the shares represented by proxy will be voted FOR the election of Jane F. Barlow, M.D. and Mansoor Raza Mirza, M.D. as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by proxy will be voted for the election of such other person as the board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. The two nominees who receive the most votes (also known as a “plurality” of votes cast) “FOR” such nominee at the annual meeting will be elected as a director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF JANE F. BARLOW, M.D. AND MANSOOR RAZA MIRZA, M.D. AS CLASS I DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  14. Summary Compensation Table

    Summary Compensation Table Our named executive officers for the fiscal year ended December 31, 2024, which consist of (1) our principal executive officer during the fiscal year ended December 31, 2024, (2) the next two most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2024 and were serving as executive officers as of such date, and (3) any individual who would otherwise be included in (2) above but for the fact that such individual was not serving as an executive officer of ours as of December 31, 2024, are: Zhenya Lindgardt, Paul Kearney, Ph.D., and John J. Boniface, Ph.D. The following table provides information regarding the compensation of our named executive officers paid or accrued during the years ended December 31, 2024 and 2023. These executive officers are referred to as our “named executive officers” in this proxy statement.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Zhenya Lindgardt | 2024 | 447,257 | — | — | 232,341 | 13,800 | 693,398 | | President and Chief Executive Officer | 2023 | 302,954 | 1,813,500 | — | 57,191 | 22,638 | 2,196,283 | | Paul Kearney, Ph.D. | 2024 | 391,340 | 378,308 | — | 63,594 | 13,800 | 847,042 | | Chief Data Officer | 2023 | 407,445 | 293,300 | 63,910 | 56,883 | 12,414 | 833,952 | | John J. Boniface, Ph.D. | 2024 | 358,904 | — | — | 58,578 | 13,800 | 431,282 | | Chief Scientific Officer | 2023 | 398,490 | 316,480 | 88,160 | 55,633 | 13,200 | 871,963 |

  16. Summary Compensation Table

    Represents the aggregate grant date fair value of RSU awards granted in the applicable fiscal year. Grant date fair value is calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) issued by the Financial Accounting Standards Board (“FASB”). For the assumptions relating to valuations of RSU awards made to our named executive officers, see Note 2 to our audited financial statements, which are included in our Annual Report. Represents the aggregate grant date fair value of option awards granted in the applicable fiscal year. Grant date fair value is calculated in accordance with ASC 718 issued by the FASB. For the assumptions relating to valuations of equity awards made to our named executive officers, see Note 11 to our audited financial statements, which are included in our Annual Report. Consists of bonus payments received under our non-equity incentive compensation plans based upon satisfaction of performance goals. See “Executive Compensation — Non-Equity Incentive Compensation Plan.” (4) For Ms. Lindgardt, other compensation in 2024 consists of matching contributions made under our 401(k) plan. In 2023, Ms. Lindgardt's other compensation consists of $17,473 of fees paid for her service as a non-employee member of our board of directors prior to her appointment as President and Chief Executive Officer on June 8, 2023 and $5,165 of matching contributions made under our 401(k) plan. For Dr. Kearney and Dr. Boniface, other compensation consists of matching contributions made under our 401(k) plan.

  17. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  18. Outstanding Equity Awards at December 31, 2024

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of units of stock that have not vested (#) | Market value units of stock that have not vested ($)(1) | | Zhenya Lindgardt | 11/8/2021 | 38,325 | — | 10.92 | 11/8/2031 | — | — | | | 6/3/2022 | 149,675 | — | 1.35 | 6/3/2032 | — | — | | | 11/6/2023 | — | — | — | — | 87,500(2) | 712,250 | | | 11/6/2023 | — | — | — | — | 500,000(3) | 4,070,000 | | Paul Kearney, Ph.D. | 12/11/2015 | 34,189 | — | 1.62 | 12/11/2025 | — | — | | | 5/18/2017 | 36,075 | — | 1.98 | 5/18/2027 | — | — | | | 3/8/2021 | 24,050 | — | 5.32 | 3/8/2031 | — | — | | | 11/1/2021 | 84,708 | 22,292(4) | 10.33 | 11/1/2031 | — | — | | | 3/23/2022 | 16,354 | 14,072(5) | 3.75 | 3/23/2032 | — | — | | | 3/6/2023 | 11,069 | 14,231(6) | 3.80 | 3/6/2033 | — | — | | | 3/6/2023 | — | — | — | — | 12,000(7) | 97,680 | | | 11/6/2023 | — | — | — | — | 62,500(2) | 508,750 | | John J. Boniface, Ph.D. | 5/18/2017 | 112,945 | — | 1.98 | 5/28/2027 | — | — | | | 6/26/2017 | 22,042 | — | 1.98 | 6/26/2027 | — | — | | | 2/27/2020 | 154,064 | — | 1.77 | 2/27/2030 | — | — | | | 3/8/2021 | 72,971 | 4,865(6) | 5.32 | 3/8/2031 | — | — | | | 3/23/2022 | 65,416 | 56,289(5) | 3.75 | 3/23/2032 | — | — | | | 3/6/2023 | 15,269 | 19,631(6) | 3.80 | 3/6/2033 | — | — | | | 3/6/2023 | — | — | — | — | 16,575(7) | 134,921 | | | 11/6/2023 | — | — | — | — | 62,500(2) | 508,750 |

  19. Outstanding Equity Awards at December 31, 2024

    (1) The amounts in this column are based on the close price of our Class A common stock on the Nasdaq Global Market on December 31, 2024, which was $8.14. (2) These RSUs vest over two years as follows: 1/8 of the original grant amount vests in quarterly installments for two years following the grant date, subject to continued service to the Company. (3) Originally, these RSUs vested over four years as follows: 1/16 of the original grant amount vests in quarterly installments for four years following the grant date, subject to continued service to the Company. On March 15, 2024, the board of directors approved the acceleration of 100,000 of Ms. Lindgardt’s RSUs subject to this grant to better align the vesting of the RSUs with the commencement of services in her current roles. Ms. Lindgardt’s remaining unvested RSUs under this grant vest in 13 quarterly installments beginning on June 8, 2024. These stock options vest over four years as follows: 25% of the original grant amount vests on the first anniversary of the vesting commencement date, which is October 1, 2021, and 1/36 of the remaining amount vests in monthly installments for three years thereafter, subject to continued service to the Company. These stock options vest over four years as follows: 15% of the original grant amount vests in equal monthly installments over the first year following the grant date, 20% of the original grant amount vests in equal monthly installments over the second year following the grant date, 25% of the original grant amount vests in equal monthly installments over the third year following the grant date, and 40% of the original amount vests in equal monthly installments over the fourth year following the grant date. These stock options vest over four years as follows: 1/48 of the original grant amount vests in monthly installments for four years following the grant date, subject to continued service to the Company. (7) These RSUs vest over four years as follows: 1/4 of the original grant amount vests in annual installments for four years following the grant date, subject to continued service to the Company.

  20. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined pension benefit plans.

  21. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.