Business Context and Reporting Period
This Form 8-K Current Report was filed by Seer, Inc. on March 16, 2022. The filing discloses the appointment of Scott Thomas as Chief Commercial Officer, effective March 21, 2022. Seer, Inc. is a Delaware corporation with its principal executive offices in Redwood City, California, and its Class A Common Stock trades on The NASDAQ Global Select Market under the symbol "SEER."
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the addition of Scott Thomas to the executive leadership team. Mr. Thomas brings prior experience as Senior Vice President, Sales and Marketing at Singular Genomics Systems and various commercial leadership roles at Illumina.
Compensation, Outlook, and Risks
The filing details the compensatory arrangements for Mr. Thomas, which include:
- Base Salary: $395,000 annually.
- Cash Bonus: Target of 40% of base salary for 2022, prorated.
- Sign-on Bonus: $50,000 (grossed up for taxes), subject to repayment if employment terminates before the two-year anniversary.
- Equity Grants:
- Stock options for 110,000 shares of Class A common stock, vesting 25% after one year and monthly thereafter.
- Restricted Stock Units (RSUs) for 26,000 shares, vesting 25% after one year and annually thereafter.
- Severance and Change in Control: Eligibility for the Key Executive Change in Control and Severance Plan. Benefits include 9 months of base salary and COBRA coverage for standard terminations without cause. In the event of a termination during a Change in Control Period, benefits increase to 12 months of salary, 100% of the target bonus, 12 months of COBRA, and 100% acceleration of unvested equity.
The filing states there are no family relationships between Mr. Thomas and any director or executive officer, and no other arrangements requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective date of employment (March 21, 2022) and the commencement of vesting schedules.
- Review the total potential equity value based on the current fair market value of 110,000 options and 26,000 RSUs.
- Assess the impact of the $50,000 sign-on bonus and potential repayment clauses on short-term cash flow.
- Confirm the terms of the Change in Control severance package relative to other executive agreements.