DEF 14A of Sera Prognostics, Inc., Apr 24, 2026

DEF 14A of Sera Prognostics, Inc.

Filed Apr 24, 2026 · FY20250001534969-26-000018

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | Jeffrey T. Elliott | Director Since: 2025 | Age: 48 |

  3. Nominees for Director

    | Committees: | | Audit Committee | | Compensation Committee |

  4. Qualifications and Skills Relevant to the Company

    Qualifications and Skills Relevant to the Company Mr. Elliott brings deep financial leadership, public‑company operating experience, and sector‑specific expertise in diagnostics and life science tools. His tenure as Chief Financial Officer of a major molecular diagnostics company provides the board with strong capabilities in capital allocation, financial reporting, M&A, scaling commercial operations, and strategic planning. His background as a senior equity research analyst covering healthcare companies adds valuable insight into industry trends, competitive dynamics, and investor expectations. His service on multiple public‑company boards further strengthens the board’s governance, audit, and risk oversight capabilities. Mr. Elliott has served as a member of our board of directors since March 2025. He has been a Senior Advisor to Boston Consulting Group since August 2024. He has served on the board of directors of Quanterix Corporation since August 2024 and previously served on the board of Exagen Inc. from March 2019 to July 2021. From November 2016 to August 2024, Mr. Elliott served as Chief Financial Officer of Exact Sciences Corporation, and earlier served as Vice President, Business Development and Strategy. Prior to joining Exact Sciences, he spent nearly a decade at Robert W. Baird & Co., including four years as a senior equity research analyst covering diagnostics and life science tools. Earlier in his career, he held roles at Walgreens and Cap Gemini Ernst & Young. Mr. Elliott holds a B.S. 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. He is also a CFA charterholder.

  5. Qualifications and Skills Relevant to the Company

    | Kim Kamdar, Ph.D. | Director Since: 2011 | Age: 58 |

  6. Qualifications and Skills Relevant to the Company

    | Committees: | | Compensation Committee (Chair) | | Nominating and Governance Committee |

  7. Qualifications and Skills Relevant to the Company

    Dr. Kamdar contributes extensive experience in life sciences innovation, company formation, and venture‑backed growth, as well as long‑tenured knowledge of the company’s business. Her work as a venture capital partner provides the board with expertise in portfolio strategy, R&D evaluation, early‑stage technology assessment, and capital markets. Her leadership roles on multiple life sciences boards enhance the board’s capabilities in governance, clinical and scientific oversight, and strategic partnerships. Her long service on our board since 2011 provides continuity and deep institutional knowledge.

  8. Biographical Background

    Biographical Background Dr. Kamdar has served as a member of our board of directors since November 2011 and as chair of the board since May 2023. She is a Partner at Domain Associates, LLC, where she has worked since 2005. Previously, she was a Kauffman Fellow with MPM Capital and a research director at Novartis AG. Dr. Kamdar currently serves as chair of the boards of Seraphina Therapeutics and Truvian Sciences, Inc., and as a director of Evofem Biosciences, Inc. and Singular Genomics Systems. She also serves on the boards of several privately held companies, including Alume Biosciences and Pleno, Inc. In addition, she is an advisory board member for Dr. Eric Topol’s NIH‑supported Clinical and Translational Science Award program at Scripps Medicine. Dr. Kamdar received her B.A. from Northwestern University and her Ph.D. in biochemistry and genetics from Emory University.

  9. Biographical Background

    | Sandra A. J. Lawrence | Director Since: 2021 | Age: 68 |

  10. Biographical Background

    | Committees: | | Audit Committee (Chair) |

  11. Qualifications and Skills Relevant to the Company

    Qualifications and Skills Relevant to the Company Ms. Lawrence brings significant financial expertise, public‑company governance experience, and broad operational leadership across healthcare, research, and multiple commercial sectors. Her decade‑plus tenure as Chief Financial Officer and Chief Administrative Officer of a major pediatric medical center provides the board with strong capabilities in financial oversight, enterprise risk management, organizational leadership, and complex nonprofit and healthcare operations. Her service on multiple public‑company boards—including as audit committee chair, compensation committee chair, and governance committee chair—strengthens the board’s oversight functions. Her involvement with the National Association of Corporate Directors further reinforces her governance expertise. Ms. Lawrence has served as a member of our board of directors since November 2021. She serves as a trustee of the Nomura Funds, participating on its investments, compliance, and governance committees. She previously served as a trustee of the Macquarie Funds, and the Ivy and Waddell & Reed Mutual Funds Complex Trust. From 2005 to 2016, Ms. Lawrence served as Executive Vice President and Chief Financial Officer of Children’s Mercy Hospital, and from 2016 to February 2019, as Executive Vice President and Chief Administrative Officer. She previously held senior roles at Midwest Research Institute and spent more than two decades in professional and management positions across architecture, real estate, investment banking, financial services, packaging, computing, and medical research. Ms. Lawrence serves on the board of Evergy, Inc., where she chairs the compensation and leadership development committee and is a past chair of the nominating, governance, and corporate responsibility committee. She also serves on the board of Brixmor Property Group and as chair of its audit committee. She is a national board member of the National Association of Corporate Directors (“NACD”), a past chair of its Heartland Chapter, an NACD Directorship 100 honoree, and an NACD board leadership fellow. She also serves on the boards of several charitable and civic organizations, including the Hall (Hallmark) Family Foundation and the Nelson‑Atkins Museum of Art. Ms. Lawrence holds a B.A. in Psychology from Vassar College, a Master of Architecture from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School.

  12. Continuing Directors

    Continuing Directors

  13. 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

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

    | Gregory C. Critchfield, M.D., M.S. | Director Since: 2010 | Age: 74 |

  15. Qualifications and Skills Relevant to the Company

    Qualifications and Skills Relevant to the Company Dr. Critchfield brings decades of senior leadership experience in diagnostics, including a long track record of commercializing innovative diagnostic products, scaling revenue, and building high‑growth molecular diagnostics businesses. His experience as a former public‑company president, chief executive officer, and chief medical officer provides the board with deep expertise in clinical strategy, product development, regulatory pathways, laboratory operations, and commercial execution. His long tenure as our former Chairman, President, and CEO gives him extensive institutional knowledge, while his service on numerous diagnostics and life sciences boards strengthens the board’s capabilities in governance, R&D oversight, and industry risk assessment. Dr. Critchfield has served as a member of our board of directors since 2010. He has served as CEO of RefloDx, Inc. since October 2025, and as their Executive Chair since August 2024. He previously served as Co‑CEO of EarlyDiagnostics, Inc. from January 2024 through September 2025. He previously served as our Chairman, President, and Chief Executive Officer from November 2011 through June 2023. From 1998 to 2010, Dr. Critchfield served as President of Myriad Genetic Laboratories, a subsidiary of Myriad Genetics, Inc., where he oversaw the launch of seven molecular diagnostic products and grew annual revenues from $2.2 million to $326.5 million. Prior to Myriad, he served as Senior Vice President and Chief Medical and Science Officer of Quest Diagnostics (formerly Corning Clinical Laboratories) and earlier as Director of Clinical Pathology at Intermountain Health Care. Dr. Critchfield has served on the boards of numerous diagnostics and life sciences companies, including 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 an NIH Study Section Chair and reviewer for biomedical computing grants for approximately 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.

  16. Qualifications and Skills Relevant to the Company

    | Zhenya Lindgardt | Director Since: 2021 | Age: 52 |

  17. Qualifications and Skills Relevant to the Company

    Ms. Lindgardt contributes strategic leadership, operational expertise, and cross‑sector experience spanning healthcare, consumer technology, and global consulting. Her role as our President and Chief Executive Officer provides the board with direct insight into company operations, strategic priorities, and organizational execution. Her prior leadership roles at Uber and The Boston Consulting Group add expertise in platform strategy, customer engagement, digital transformation, and scaling technology‑enabled businesses. Her experience leading a global nonprofit focused on public health data infrastructure further strengthens the board’s capabilities in healthcare innovation, public‑private partnerships, and technology‑driven health solutions.

  18. Biographical Background

    Biographical Background Ms. Lindgardt has served as a member of our board of directors since November 2021, as interim President and Chief Executive Officer from June 2023 to November 2023, and as President and Chief Executive Officer since November 2023. She has served as Chief Executive Officer of The Commons Project Foundation since October 2021. From August 2020 to October 2021, she served as Managing Director of her family office. From April 2019 to August 2020, she served as Vice President of Platform and Customer Engagement on the Executive Team at Uber Technologies Inc. Prior to Uber, she spent nearly two decades at The Boston Consulting Group, where she served as Senior Partner and Managing Director. Ms. Lindgardt previously served on the board of City Harvest, a New York City hunger‑relief organization, from 2017 to 2020. She holds a B.S. in Business Administration from the University of Southern California and an M.B.A. from Harvard Business School.

  19. Biographical Background

    | Joshua Phillips | Director Since: 2011 | Age: 59 |

  20. Biographical Background

    | Committees: | | Audit Committee | | Compensation Committee |

  21. Qualifications and Skills Relevant to the Company

    Qualifications and Skills Relevant to the Company Mr. Phillips brings extensive experience in life sciences, diagnostics, and medical technology investing, with a long track record of identifying, funding, and guiding high‑growth healthcare companies. His work as a venture capital managing partner provides the board with expertise in capital formation, portfolio strategy, early‑stage company development, and commercialization pathways for medical technologies. His service on numerous private‑company boards—including roles as chair, lead director, and audit and compensation committee member—strengthens the board’s capabilities in governance, financial oversight, and strategic evaluation. His long tenure on our board since 2011 provides continuity and deep familiarity with our business. Mr. Phillips has served as a member of our board of directors since January 2011. He has been a Managing Partner of Catalyst Health Ventures (‘CHV”) since 2008, investing in medical technology and life science companies. He led CHV’s investments in multiple companies acquired by major industry leaders, including Conformal Medical (acquired by W.L. Gore), Novazyme Pharmaceuticals, Inc. (acquired by Sanofi), BioTrove, Inc. (acquired by Thermo Fisher Scientific), Biocius Life Sciences, Inc. (acquired by Agilent Technologies), Vortex Medical, Inc. (acquired by AngioDynamics), Allegro Diagnostics, Inc. (acquired by Veracyte, Inc.), SevenOaks Biosciences (acquired by Medline Industries, Inc.), and Saphena Medical (acquired by a Fortune 100 medtech company). Mr. Phillips currently serves as a director of several privately held companies, including Epitel, EyeCool Therapeutics, and Esperto Medical. He holds a B.E. in Electrical Engineering and Mathematics from Vanderbilt University and an M.B.A. from Harvard Business School.

  22. Class I Directors continuing in Office until the 2028 Annual Meeting of Stockholders

    Class I Directors continuing in Office until the 2028 Annual Meeting of Stockholders

  23. Class I Directors continuing in Office until the 2028 Annual Meeting of Stockholders

    | Jane F. Barlow, M.D. | Director Since: 2022 | Age: 65 |

  24. Class I Directors continuing in Office until the 2028 Annual Meeting of Stockholders

    | Committees: | | Nominating and Governance Committee (Chair) |

  25. Qualifications and Skills Relevant to the Company

    Qualifications and Skills Relevant to the Company Dr. Barlow brings deep expertise in pharmaceutical and diagnostics market access, value‑based healthcare, and clinical strategy, developed through senior leadership roles across major healthcare organizations. Her experience designing and implementing drug purchasing, distribution, and utilization‑management strategies provides the board with critical insight into payer dynamics, reimbursement pathways, and evidence‑generation requirements for innovative therapies and diagnostics. Her advisory work in biomedical system design and her leadership in clinical innovation strengthen the board’s capabilities in health economics, real‑world evidence, market access strategy, and healthcare policy. Her prior service on multiple public‑company boards enhances the board’s governance, risk oversight, and industry‑specific regulatory awareness.

  26. Biographical Background

    Biographical Background Dr. Barlow has served as a member of our board of directors since April 2022. She has served as Chief Executive Officer of Jane Barlow & Associates, LLC and as Executive Vice President and Chief Clinical Officer at Real Endpoints since January 2017. She is also a Senior Advisor to the Tufts Center for Biomedical System Design, contributing to projects focused on 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. Previously, she served as Associate Chief Medical Officer at CVS Health and as Chief Medical Officer of CVS Health’s Government Services division, where she led the development and implementation of industry‑leading clinical strategies for drug purchasing, distribution, and utilization management. Before joining CVS Health, she served as Vice President of Clinical Innovation at Medco Health Solutions, where she oversaw the adoption of advanced therapeutic programs across pharmacy operations. Dr. Barlow has served on the boards of Momenta Pharmaceuticals (prior to and during its acquisition by Johnson & Johnson), Viracta Therapeutics, ContraFect Corporation, TherapeuticsMD, and SilverScript Insurance Company. She received her M.D. from Creighton University School of Medicine, completed her residency in occupational and environmental medicine at The Johns Hopkins University—where she also earned her M.P.H.—and holds an M.B.A. from the University of Alabama. She is board‑certified in occupational medicine and is a fellow of both the American College of Occupational and Environmental Medicine and the American College of Preventive Medicine. She is also a diplomat of the American College of Physician Executives and a member of the American Medical Association.

  27. Biographical Background

    | Mansoor Raza Mirza, M.D. | Director Since: 2014 | Age: 65 |

  28. Biographical Background

    | Committees: | | Nominating and Governance Committee |

  29. Biographical Background

    Dr. Mirza contributes globally recognized expertise in gynecologic oncology, clinical research, and regulatory pathways, with extensive experience leading international clinical trials and developing protocols that have resulted in multiple FDA and EMA approvals. His background as both a medical and radiation oncologist provides the board with deep insight into oncology treatment paradigms, clinical‑trial design, evidence generation, and therapeutic development. His leadership roles in major oncology societies and trial groups strengthen the board’s capabilities in scientific oversight, clinical strategy, regulatory engagement, and global research collaboration. His long tenure on our board provides continuity and a strong understanding of the company’s scientific and clinical priorities.

  30. Biographical Background

    Biographical Background Dr. Mirza has served as a member of our board of directors since December 2014. Since April 2025, he has served as Chief Medical Officer of Acrivon Therapeutics, Inc. He served as Chief Oncologist at the Department of Oncology at Rigshospitalet — the Copenhagen University Hospital — from 2008 until October 2025, and as Medical Director of the Nordic Society of Gynaecological Oncology from 2012 until October 2025. He is the former Chairman of the European Network of Gynaecological Oncological Trial Groups and has held leadership roles in multiple international oncology organizations, including serving as Vice‑President of the European Society of Gynaecological Oncology (2020–2024), Executive Director of the Gynecologic Cancer InterGroup, and Vice‑Chairman of the Danish Gynecological Cancer Society. Dr. Mirza has authored numerous phase 1, 2, and 3 clinical studies, several of which supported FDA and EMA registrations. He has served on multiple Independent Data Safety Monitoring Committees and is a frequent invited speaker at major international conferences, including the American Society of Clinical Oncology and the European Society for Medical Oncology. He is also a jury member of the Prix Galien Foundation. He previously served on the board of directors of Karyopharm Therapeutics Inc., where he has also served as a clinical consultant since 2010. His research has been published extensively in high‑impact journals, including the New England Journal of Medicine and The Lancet. Dr. Mirza holds an M.D., a Diploma in Surgery, and a Diploma in Clinical Oncology from the Pirogov Moscow State Medical Institute, as well as postgraduate education and certification in radiation and medical oncology from the University of Southern Denmark.

  31. 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.

  32. 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.” 2025 Director Compensation The following table provides information concerning compensation earned by our non-employee directors during the fiscal year ended December 31, 2025.

  33. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Jane F. Barlow, M.D. | 43,500 | 24,954 | 24,954 | 93,408 | | Gregory C. Critchfield, M.D., M.S. | 35,000 | 24,954 | 24,954 | 84,908 | | Jeffrey T. Elliott(3) | 35,792 | 120,000 | 120,000 | 275,792 | | Kim Kamdar, Ph.D. | 82,000 | 24,954 | 24,954 | 131,908 | | Sandra A. J. Lawrence | 50,000 | 24,954 | 24,954 | 99,908 | | Mansoor Raza Mirza, M.D. | 39,000 | 24,954 | 24,954 | 88,908 | | Joshua Phillips | 47,500 | 24,954 | 24,954 | 97,408 | | Ryan Trimble(4) | 21,250 | — | — | 21,250 | | Marcus Wilson, Pharm.D.(5) | 18,547 | — | — | 18,547 |

  34. 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. (4) Mr. Trimble resigned from our board of directors effective June 30, 2025. Mr. Wilson did not stand for re-election at the end of his term at the 2025 Annual Meeting. 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, 2025:

  35. Non-Employee Director Compensation

    | Name | Number of Shares Subject to Stock Options | Number of Shares Subject to RSUs | | Jane F. Barlow, M.D. | 239,637 | 7,798 | | Gregory C. Critchfield, M.D., M.S. | 851,951 | 7,798 | | Jeffrey T. Elliott(1) | 47,363 | 22,900 | | Kim Kamdar, Ph.D. | 248,489 | 7,798 | | Sandra A. J. Lawrence | 288,821 | 7,798 | | Mansoor Raza Mirza, M.D. | 248,489 | 7,798 | | Joshua Phillips | 248,489 | 7,798 | | Ryan Trimble(2) | — | — | | Marcus Wilson, Pharm.D.(3) | 10,549 | 2,625 |

  36. Non-Employee Director Compensation

    Mr. Elliott joined our board of directors effective March 20, 2025. (2) Mr. Trimble resigned from our board of directors effective June 30, 2025. (3) Mr. Wilson did not stand for re-election at the end of his term at the 2025 Annual Meeting. 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.

  37. 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 |

  38. 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 director 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.

  39. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The board of directors has voted to nominate Jeffrey T. Elliott, Kim Kamdar, Ph.D., and Sandra A. J. Lawrence for election at the 2026 Annual Meeting for a term of three years to serve until our 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The terms of the Class III directors (Gregory C. Critchfield, M.D., M.S., Zhenya Lindgardt, and Joshua Phillips) and Class I directors (Jane F. Barlow, M.D. and Mansoor Raza Mirza, M.D.) will continue until the annual meetings of stockholders to be held in 2027 and 2028, 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. Unless authority to vote for any of these nominees is withheld, the shares represented by proxy will be voted FOR the election of Jeffrey T. Elliott, Kim Kamdar, Ph.D., and Sandra A. J. Lawrence 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 three 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 JEFFREY T. ELLIOTT, KIM KAMDAR, PH.D., AND SANDRA A. J. LAWRENCE AS CLASS II DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  40. Additional Considerations and Peer Group Review

    Additional Considerations and Peer Group Review In reviewing each executive’s overall compensation for 2025, our compensation committee considered an aggregate view of base salary, annual bonus opportunities, equity incentive grants, and the dollar value of benefits and perquisites. These elements were evaluated holistically and balanced against our financial position, capital resources, and the strategic priorities of Sera as an emerging growth company. Compensia provided benchmarking data, market trend analysis, and recommendations regarding pay mix, equity usage, and target market positioning to support competitive hiring and retention in the biotechnology and life sciences sectors. The 2025 peer group consisted of the following companies:

  41. Additional Considerations and Peer Group Review

    | 2025 Peer Group | | | • Biodesix • Cassava Sciences • Exagen • Genelux • Immunic • Insight Molecular Diagnostics • Lucid Diagnostics • MaxCyte • Myriad Genetics | • Neuronetics • Orchestra BioMed Holdings • Personalis • Quanterix • Quantum-Si incorporated • Seer • Sight Sciences • Utah Medical Products • Verrica Pharmaceuticals |

  42. Additional Considerations and Peer Group Review

    This peer group was recommended by Compensia in September 2025 and reflects companies operating in the biotechnology, diagnostics, life sciences tools and services, health care equipment and supplies, and pharmaceuticals industries with characteristics similar to Sera, including: clinical focus; • market capitalization typically between approximately $35 million and $415 million; and, • revenue up to $100 million. While some companies fell outside one or more of these parameters, they were included because their business model was sufficiently aligned with Sera’s. The compensation committee believes this peer group provides a relevant and balanced reference point for evaluating the competitiveness of our executive compensation program and ensuring that our pay practices remain appropriate for a company at our stage of growth. This review supported the compensation committee’s continued emphasis on performance‑based incentives and equity compensation designed to align management and stockholder interests and support long‑term value creation. The compensation committee generally takes a conservative approach to executive compensation relative to our peer group.

  43. Summary Compensation Table

    Summary Compensation Table Our named executive officers for the fiscal year ended December 31, 2025, which consist of (1) our principal executive officer during the fiscal year ended December 31, 2025, (2) the next two most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2025 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, 2025, are: Zhenya Lindgardt, John J. Boniface, Ph.D., and Paul Kearney, Ph.D. The 2025 compensation program reflects continued emphasis on performance-based incentives, equity awards designed to support long-term value creation, and compensation structures commonly used by emerging growth companies. The following table provides information regarding the compensation of our named executive officers paid or accrued during the years ended December 31, 2025 and 2024. These executive officers are referred to as our “named executive officers” in this proxy statement.

  44. 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 | 2025 | 607,000 | 526,718 | 493,971 | 392,122 | 14,000 | 2,033,811 | | President and Chief Executive Officer | 2024 | 447,257 | — | — | 232,341 | 13,800 | 693,398 | | John J. Boniface, Ph.D. | 2025 | 439,130 | 197,442 | 186,970 | 166,650 | 14,000 | 1,004,192 | | Chief Scientific Officer | 2024 | 358,904 | — | — | 58,578 | 13,800 | 431,282 | | Paul Kearney, Ph.D. | 2025 | 426,075 | 197,442 | 186,970 | 160,204 | 14,000 | 984,691 | | Chief Data Officer | 2024 | 391,340 | 378,308 | — | 63,594 | 13,800 | 847,042 |

  45. 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) Other compensation consists of matching contributions made under our 401(k) plan.

  46. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  47. Outstanding Equity Awards at December 31, 2025

    | | | 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 | — | — | — | — | 300,000(2) | 885,000 | | | 3/6/2025 | 34,009 | 147,371(3) | 4.15 | 3/6/2035 | — | — | | | 3/6/2025 | — | — | — | — | 103,122(4) | 304,210 | | 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 | 77,836 | — | 5.32 | 3/8/2031 | — | — | | | 3/23/2022 | 109,534 | 12,171(5) | 3.75 | 3/23/2032 | — | — | | | 3/6/2023 | 23,994 | 10,906(3) | 3.80 | 3/6/2033 | — | — | | | 3/6/2023 | — | — | — | — | 11,050(6) | 32,598 | | | 3/5/2025 | 12,714 | 55,096(3) | 4.20 | 3/5/2035 | — | — | | | 3/5/2025 | — | — | — | — | 38,196(4) | 112,678 | | Paul Kearney, Ph.D. | 5/18/2017 | 36,075 | — | 1.98 | 5/18/2027 | — | — | | | 3/8/2021 | 24,050 | — | 5.32 | 3/8/2031 | — | — | | | 11/1/2021 | 107,000 | — | 10.33 | 11/1/2031 | — | — | | | 3/23/2022 | 27,383 | 3,043(5) | 3.75 | 3/23/2032 | — | — | | | 3/6/2023 | 17,394 | 7,906(3) | 3.80 | 3/6/2033 | — | — | | | 3/6/2023 | — | — | — | — | 8,000(6) | 23,600 | | | 3/5/2025 | 12,714 | 55,096(3) | 4.20 | 3/5/2035 | — | — | | | 3/5/2025 | — | — | — | — | 38,196(4) | 112,678 |

  48. Outstanding Equity Awards at December 31, 2025

    (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, 2025, which was $2.95. (2) 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. (3) 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. (4) These RSUs vest 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. (5) 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 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.

  49. Pension Benefits

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

  50. Nonqualified Deferred Compensation

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