Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 13, 2021, Mostafa Ronaghi, Ph.D. and Deep Nishar were appointed to the Board of Directors (the “Board”) of Seer, Inc. (the “Company”) expanding the Board from seven to nine directors. Dr. Ronaghi will serve as a Class I director, with a term expiring at the Company’s 2021 annual meeting of the stockholders and Mr. Nishar will serve as a Class II director, with a term expiring at the Company’s 2022 annual meeting of the stockholders.
In accordance with the Company’s outside director compensation policy (the “policy”), each of Dr. Ronaghi and Mr. Nishar will receive annual cash compensation of $40,000 for their services as a member of the Board, as well as annual retainers for their service on committees of the Board, payable quarterly in arrears on a pro-rata basis, and on February 16, 2021, each of Dr. Ronaghi and Mr. Nishar was automatically granted an initial award of a stock option to purchase 27,939 shares of the Company’s common stock (the “Initial Award”). The Initial Award is scheduled to vest as to one thirty-sixth (1/36th) of the shares subject to the Initial Award on a monthly basis following the Initial Award’s grant date on the same day of the month as such grant date (or on the last day of the month, if there is no corresponding day in such month), provided that he remains a service provider through the applicable vesting date. Initial awards to each of Dr. Ronaghi and Mr. Nishar were granted under and subject to terms of the Company’s 2020 Equity Incentive Plan.
Each of Dr. Ronaghi and Mr. Nishar will be eligible for equity awards on the same terms as other continuing non-employee members of the Board. Currently, the policy provides that, subject to the compensation limits of the policy, on the first trading day immediately following the date of each annual meeting of stockholders, each non-employee director automatically will be granted an award of stock options to purchase shares of the Company’s common stock as specified under the policy (the “Annual Award”); provided, however, that if an individual commenced service as a non-employee director after the date of the annual meeting of stockholders that occurred immediately prior to such annual meeting (or, if there was no such annual meeting, then after the effective date of the first registration statement filed by the Company and declared effective pursuant to the Securities Exchange Act of 1934, as amended (the “registration date”)), then the Annual Award granted to such non-employee director will be prorated based on the number of whole months that the individual served as a non-employee director prior to the Annual Award’s grant date during the twelve (12) month period immediately preceding such annual meeting or registration date, as applicable (with any resulting fractional share rounded down to the nearest whole share). The Annual Award will be scheduled to vest as to all of the shares subject to the Annual Award on the earlier of (i) the one (1) year anniversary of the date the Annual Award is granted or (ii) the day immediately before the date of the next annual meeting of stockholders that occurs after the Annual Award’s grant date, provided that such director remains a service provider through the applicable vesting date.
The policy provides that each equity award granted to a non-employee director while a non-employee director will vest in full as of immediately prior to a change in control, provided he or she continues to be a non-employee director through the date of such change in control.
Each of Dr. Ronaghi and Mr. Nishar also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-250035) filed with the Securities and Exchange Commission on November 12, 2020.
There is no arrangement or understanding between each of Dr. Ronaghi or Mr. Nishar and any other persons pursuant to which Dr. Ronaghi and Mr. Nishar were elected as directors. In addition, each of Dr. Ronaghi and Mr. Nishar are not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On February 17, 2021, the Company issued a press release announcing the appointment of each of Dr. Ronaghi and Mr. Nishar as directors. The press release is attached hereto as Exhibit 99.1.