Seer Inc
For the period ended Apr 26, 2024. Filed Apr 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 26, 2024 · Filed Apr 26, 2024
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DEF 14A 1 seer_2023_def_14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 26, 2024
Dear Stockholder:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Seer, Inc. (Seer or the Company), which will take place on Wednesday, June 12, 2024 at 1:00 p.m. Pacific Time. The Annual Meeting will again be held in virtual format this year. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SEER2024, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the enclosed proxy card. If you decide to attend the Annual Meeting, you will be able to change your vote or revoke your proxy, even if you have previously submitted your proxy.
On behalf of the Company’s Board of Directors, we would like to thank you for your continued support of and interest in Seer.
Sincerely,
Omid Farokhzad, M.D.
Chief Executive Officer and Chair of the Board of Directors
SEER, INC.
3800 Bridge Parkway
Redwood City, CA 94065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date | Wednesday, June 12, 2024 at 1:00 p.m. Pacific Time |
|---|---|
| Place | The Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. You will be able to attend the Annual Meeting virtually, examine a list of our stockholders entitled to vote at the meeting, submit questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/SEER2024. |
| Items of Business | |
| •To elect four directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified. •To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.•To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
| Record Date | April 18, 2024 (the Record Date). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
| Virtual Meeting Philosophy | The Company has held its annual meeting of stockholders as a virtual meeting via the Internet since becoming a publicly traded company in 2020. The Board believes that holding the annual meeting of stockholders in a virtual format provides the opportunity for participation by a broader group of stockholders, while reducing the costs associated with planning, holding and arranging logistics for in-person meeting proceedings and providing for the health and safety of the participants. This balance allows the meetings to remain focused on matters directly relevant to the interests of stockholders in a way that recognizes the value to stockholders of an efficient use of Company resources. The Board intends that the virtual meeting format provide stockholders a level of transparency as close as possible to the traditional in-person meeting format and takes the following steps to ensure such an experience:•providing stockholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board;•providing stockholders with the ability to submit appropriate questions real-time either via telephone or the meeting website;•answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination; and•offering separate engagement opportunities with stockholders on appropriate matters of governance or other relevant topics as outlined under the section titled “Communications with the Board of Directors” below. |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 12, 2024. Our proxy statement and Annual Report to Stockholders are being made available on or about April 26, 2024 on our investor relations website at investor.seer.bio. We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission. On or about May 3, 2024, we mailed to our registered stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report and how to vote online. The notice also contained instructions on how to request and receive a printed paper copy of the Proxy Statement, Proxy Card and Annual Report.
By order of the Board of Directors,
Omid Farokhzad, M.D.Chief Executive Officer and Chair of the Board of Directors
Redwood City, California
April 26, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 9 |
| Director Nominees | 9 |
| Continuing Directors | 11 |
| Family Relationships | 11 |
| Director Independence | 11 |
| Board Leadership Structure | 13 |
| Committees of our Board of Directors | 13 |
| Attendance at Board and Stockholder Meetings | 15 |
| Talent and Compensation Committee Interlocks and Insider Participation | 15 |
| Considerations in Evaluating Director Nominees | 16 |
| Stockholder Recommendations for Nominations to the Board of Directors | 16 |
| Communications with the Board of Directors | 17 |
| Management and Board Diversity | 17 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 18 |
| Role of the Board in Risk Oversight | 18 |
| Director Compensation | 19 |
| PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 23 |
| Nominees | 23 |
| Vote Required | 23 |
| PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 |
| Fees Paid to the Independent Registered Public Accounting Firm | 24 |
| Auditor Independence | 24 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 24 |
| Vote Required | 25 |
| AUDIT COMMITTEE REPORT | 26 |
| EXECUTIVE OFFICERS | 27 |
| EXECUTIVE COMPENSATION | 27 |
| Summary Compensation Table | 27 |
| Outstanding Equity Awards at 2023 Year-End | 28 |
| Potential Payments Upon Termination or Change in Control | 29 |
| Key Executive Change in Control and Severance Plan | 32 |
| Equity Compensation Plan Information | 37 |
| PAY VERSUS PERFORMANCE | 38 |
| NAMED EXECUTIVE OFFICER COMPENSATION OVERVIEW | 42 |
| Executive Summary | 43 |
| Compensation Philosophy and Objectives | 44 |
| Compensation Determination Process | 45 |
| Key Components of our Compensation Program | 50 |
| Additional Compensation Policies and Practices | 54 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 57 |
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS | 61 |
| ENVIRONMENTAL, SOCIAL RESPONSIBILITY AND GOVERNANCE MATTERS | 62 |
| OTHER MATTERS | 64 |
| Delinquent Section 16(a) Reports | 64 |
SEER, INC.
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Pacific Time on Wednesday, June 12, 2024
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders of Seer, Inc. (the Annual Meeting), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Wednesday, June 12, 2024 at 1:00 p.m. Pacific Time virtually via live webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/SEER2024, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number on your proxy card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.