Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnNovember 8, 2021 , the Board of Directors (the "Board") ofSera Prognostics, Inc. (the "Company") appointed Evguenia (Zhenya ) Lindgardt, effectiveNovember 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 ofThe Commons Project Foundation, a non-profit public trust established with support from theRockefeller Foundation , sinceOctober 2021 . FromAugust 2020 toOctober 2021 , Ms. Lindgardt served as a Managing Director of her Family office. FromApril 2019 toAugust 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, fromOctober 2000 toApril 2019 , Ms. Lindgardt served as Senior Partner and Managing Director atThe Boston Consulting Group , a global consulting company. Ms. Lindgardt also served on the board of directors of City Harvest, aNew York City hunger charity fromJune 2017 toJune 2020 . Ms. Lindgardt received her B.S. degree in business administration from theUniversity of Southern California and her MBA fromHarvard 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 onJuly 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 underDelaware 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. OnNovember 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. -------------------------------------------------------------------------------- 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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