Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnNovember 29, 2021 , the Board of Directors (the "Board") ofSera Prognostics, Inc. (the "Company") appointedSandra A.J. Lawrence , effectiveNovember 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 itsNew 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 andWaddell and Reed Mutual Funds Complex Trust , and on its Governance Committee, since 2019.Ms. Lawrence was the Executive Vice President and Chief Financial Officer ofChildren's Mercy Hospital , a comprehensive pediatric medical center inKansas City, Missouri , from 2005 to 2016 and the Executive Vice President and Chief Administrative Officer ofChildren's Mercy Hospital from 2016 toFebruary 2019 . She was Senior Vice President and Treasurer ofMidwest Research Institute , an independent, non-profit, contract research organization, located inKansas 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 inKansas andMissouri , where she serves as chair of the Nominating, Governance, and Corporate Responsibility Committee, and as a member of theCompensation 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 inSan Francisco, California , where she serves as chair of the Audit Committee and as a member of theNominating and Corporate Governance Committee . Additionally, she serves on the board, as chair of theRisk Oversight Committee , and on the Governance, Compliance, and Talent and Compensation Committees, ofRecology , 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 inCalifornia ,Oregon , andWashington. Ms. Lawrence has been the chair of the board of directors of theHeartland 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 theHall Family Foundation , theNelson-Atkins Museum of Art , and Women Corporate Directors.Ms. Lawrence is a graduate ofVassar College , where she received her Bachelor of Arts in psychology. She also received a Master of Architecture from theMassachusetts Institute of Technology and a Master in Business Administration fromHarvard Business School . We believeMs. 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 withMs. 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 toMs. 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 thatMs. Lawrence serves as a director. Currently, the Board has not made a determination regarding any committee assignments forMs. Lawrence . Also in connection withMs. 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 onJuly 8, 2021 . Under this agreement, the Company will agree, among other things, to indemnifyMs. Lawrence for certain expenses (including attorneys' fees), judgments, fines and settlement amounts reasonably incurred byMs. Lawrence 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 betweenMs. Lawrence and any other person pursuant to whichMs. Lawrence was appointed as a director. There are no transactions to which the Company is a party and in whichMs. 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. OnNovember 30, 2021 , the Company issued a press release announcingMs. 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 datedNovember 30, 2021 . 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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