Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2021, the Board of Directors (the "Board") of Sera Prognostics,
Inc. (the "Company") appointed Evguenia (Zhenya) Lindgardt, effective November
8, 2021 (the "Effective Date"), as a director to the Board to serve as a Class
III Director with a term expiring at the Company's 2024 annual meeting of
stockholders.
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., 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 MBA from
Harvard University. We believe Ms. Lindgardt is qualified to serve as a member
of our Board based on her extensive experience in the technology and healthcare
industries.
In connection with Ms. Lindgardt's election to the Board, and pursuant to the
Company's Non-Employee Director Compensation Policy, on the Effective Date, Ms.
Lindgardt was granted a non-qualified stock option to purchase shares of the
Company's common stock, effective as of the Effective Date (the "Grant Date"),
with a Grant Date fair value of $240,000 (based on a Black-Scholes valuation
method and rounded down to the nearest whole share) (the "Option"). The Option
has a per share exercise price equal to the fair market value (as defined in the
Company's 2021 Equity Incentive Plan) of the Company's common stock on the Grant
Date. The Option will vest in thirty-six (36) substantially equal monthly
installments following the Grant Date, subject to Ms. Lindgardt continuing to
provide services to the Company through each such vesting.
In addition, Ms. Lindgardt is entitled to receive an annual cash retainer of
$35,000 for her service as a non-employee director of the Company pursuant to
the Company's Non-Employee Director Compensation Policy, prorated for the
portion of the year that Ms. Lindgardt serves as a director. Currently, the
Board has not made a determination regarding any committee assignments for Ms.
Lindgardt.
Also in connection with Ms. Lindgardt's election to the Board, Ms. Lindgardt and
the Company will enter into an indemnification agreement in the form the Company
has entered into with its other non-employee directors, which form is filed as
Exhibit 10.1 to the Company's Amendment No. 1 to its Registration Statement on
Form S-1 (File No. 333-257038) filed by the Company on July 8, 2021. Under this
agreement, the Company will agree, among other things, to indemnify Ms.
Lindgardt for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts reasonably incurred by Ms. Lindgardt in any action or
proceeding arising out of her service as one of the Company's directors to the
maximum extent allowed under Delaware law.
There are no arrangements or understandings between Ms. Lindgardt and any other
person pursuant to which Ms. Lindgardt was appointed as a director. There are no
transactions to which the Company is a party and in which Ms. Lindgardt has a
material interest that is required to be disclosed under Item 404(a) of
Regulation S-K. Ms. Lindgardt has not previously held any positions with the
Company and has no family relations with any directors or executive officers of
the Company.
On November 8, 2021, the Company issued a press release announcing Ms.
Lindgardt's appointment to the Board, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1.


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Item 9.01  Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.                                                Description
99.1                       Press release dated     November 8, 2021    .

104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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