Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 29, 2021, the Board of Directors (the "Board") of Sera Prognostics,
Inc. (the "Company") appointed Sandra A.J. Lawrence, effective November 29, 2021
(the "Effective Date"), as a director to the Board to serve as a Class II
Director with a term expiring at the Company's 2023 annual meeting of
stockholders.
Ms. Lawrence has served as trustee of the Delaware Funds by Macquarie, as a
director of its New York and Australian Stock Exchange-Listed close-end funds,
DEW/VCF/DDF/VMM/VFL/IVH, and on its Audit and Investments Committees since 2021.
She has served as a trustee of its legacy Ivy and Waddell and Reed Mutual Funds
Complex Trust, and on its Governance Committee, since 2019. Ms. Lawrence was the
Executive Vice President and Chief Financial Officer of Children's Mercy
Hospital, a comprehensive pediatric medical center in Kansas City, Missouri,
from 2005 to 2016 and the Executive Vice President and Chief Administrative
Officer of Children's Mercy Hospital from 2016 to February 2019. She was Senior
Vice President and Treasurer of Midwest Research Institute, an independent,
non-profit, contract research organization, located in Kansas City, Missouri,
and subsequently its Chief Financial Officer. Ms. Lawrence spent twenty-six
years in professional or management positions in the architecture, real estate,
investment banking, financial services, packaging, and medical research
industries. Ms. Lawrence also serves as a member of the board of directors of
Evergy, Inc., a publicly traded company that provides clean, safe and reliable
energy to 1.6 million customers in Kansas and Missouri, where she serves as
chair of the Nominating, Governance, and Corporate Responsibility Committee, and
as a member of the Compensation and Leadership Development Committee. Ms.
Lawrence serves on the board of directors of American Shared Hospital Services,
a publicly traded company that provides radiosurgical and radiation therapy
equipment and services, based in San Francisco, California, where she serves as
chair of the Audit Committee and as a member of the Nominating and Corporate
Governance Committee. Additionally, she serves on the board, as chair of the
Risk Oversight Committee, and on the Governance, Compliance, and Talent and
Compensation Committees, of Recology, a large, private, Employee Stock Ownership
Plan company that provides collection and disposal of municipal solid waste,
recycling, and organic/compost to commercial and residential customers in
California, Oregon, and Washington. Ms. Lawrence has been the chair of the board
of directors of the Heartland Chapter of the National Association of Corporate
Directors (NACD), was named one of its Directorship 100, and an NACD board
leadership fellow. She serves on the boards of directors of various charitable,
non-profit and civic organizations, including the Hall Family Foundation, the
Nelson-Atkins Museum of Art, and Women Corporate Directors. Ms. Lawrence is a
graduate of Vassar College, where she received her Bachelor of Arts in
psychology. She also received a Master of Architecture from the Massachusetts
Institute of Technology and a Master in Business Administration from Harvard
Business School. We believe Ms. Lawrence is qualified to serve as a member of
our Board because of her work experience, financial background, academic
background and service on corporate and charitable boards.
In connection with Ms. Lawrence's election to the Board, and pursuant to the
Company's Non-Employee Director Compensation Policy, on the Effective Date, Ms.
Lawrence 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. Lawrence continuing to
provide services to the Company through each such vesting.
In addition, Ms. Lawrence 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. Lawrence serves as a director. Currently, the Board
has not made a determination regarding any committee assignments for Ms.
Lawrence.
Also in connection with Ms. Lawrence's election to the Board, Ms. Lawrence 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. Lawrence
for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts reasonably incurred by Ms. Lawrence 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.

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There are no arrangements or understandings between Ms. Lawrence and any other
person pursuant to which Ms. Lawrence was appointed as a director. There are no
transactions to which the Company is a party and in which Ms. Lawrence has a
material interest that is required to be disclosed under Item 404(a) of
Regulation S-K. Ms. Lawrence 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 30, 2021, the Company issued a press release announcing Ms.
Lawrence'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 30, 2021.

104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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