SEER, INC. : Change in Directors or Principal Officers (form 8-K)

ITEM 5.02               Departure of Directors or Certain Officers; 

Election of Directors; Appointment

                        of Certain Officers; Compensatory Arrangements of 

Certain Officers.

On March 16, 2022, Seer, Inc., (the “Company”) announced that Scott Thomas has
been appointed to the role of Chief Commercial Officer, effective upon
commencement of his employment with the Company on March 21, 2022 (the
“Effective Date”).

Mr. Thomas previously served as Senior Vice President, Sales and Marketing at
Singular Genomics Systems, a life sciences company focused on delivering genomic
technologies, from May 2021 to March 2022. From August 2009 to May 2021, Mr.
Thomas served in numerous roles with escalating commercial responsibilities at
Illumina, a life science tools company. Most recently, Mr. Thomas served as Vice
President, Global Commercial Strategy and Enablement at Illumina. Previously, he
served as Vice President and General Manager of Illumina Japan, and Senior
Director, Sales for Europe, Middle East and Africa. Mr. Thomas holds a B.A. in
Public Relations from the University of Idaho, Moscow, a Master of Healthcare
Administration from the University of Washington, Seattle and completed the
Advanced Management Program at IESE Business School in Barcelona, Spain.

Under the terms of his offer letter, Mr. Thomas will receive an annual base
salary of $395,000. Mr. Thomas will have a target annual cash bonus opportunity
for calendar year 2022 equal to forty percent (40%) of his base salary, prorated
to reflect the number of days in the year during which Mr. Thomas is employed
with the Company. Mr. Thomas will also receive a sign-on bonus of $50,000,
grossed up for taxes, provided that he agrees to re-pay the Company if he
terminates employment before the two-year anniversary of the Effective Date.

The terms of Mr. Thomas' offer letter also provide for the recommendation of a
grant of a stock option to purchase 110,000 shares of the Company's Class A
common stock under the Company's 2020 Equity Incentive Plan (the "Plan") with an
exercise price per share equal to the fair market value per share on the date of
grant, which will be scheduled to vest as to 1/4th of the shares subject to the
option on the one-year anniversary of the Effective Date and as to 1/48th of the
shares each month thereafter, subject to his continued service to the Company
through each applicable vesting date. Mr. Thomas' offer letter also provides for
the recommendation of a grant of an award of restricted stock units under the
Plan of 26,000 shares of the Company's Class A common stock that will be
scheduled to vest as to 1/4th of the shares on the first Quarterly Vesting Date
(as defined in the offer letter) on or immediately following the one-year
anniversary of the Effective Date and as to 1/4th of the shares each year
thereafter, subject to his continued service to the Company through each
applicable vesting date.

Mr. Thomas will also be eligible to enter into a participation agreement under
the Company's Key Executive Change in Control and Severance Plan (the
"Participation Agreement"), which will provide that if Mr. Thomas' employment is
terminated outside the period beginning on the date of a change in control and
ending on the one-year anniversary date of such change in control (the "Change
in Control Period") either (1) by the Company without "cause" and not by reason
of death or disability or (2) by the named executive officer as a "good reason
termination" (as such terms are defined in the Participation Agreement), Mr.
Thomas would be entitled to: (i) continued payments of base salary for a period
of nine months following the date of such termination; and (ii) Company-paid
COBRA continuation coverage for up to nine months. If, during the Change in
Control Period, Mr. Thomas' employment is terminated either (1) by the Company
without cause and not by reason of death or disability or (2) by the named
executive officer as a good reason termination, Mr. Thomas would be entitled to:
(i) continued payments of base salary for a period of twelve months following
the date of such termination; (ii) a cash payment equal to 100% of his
annualized target bonus as in effect for the performance period in which such
termination occurs, or if, greater, as in effect for the performance period in
which the change in control occurs; (iii) Company-paid COBRA continuation
coverage for up to twelve months; and (iv) vesting acceleration of 100% of the
unvested portion of his then-outstanding time-based equity awards.

The severance benefits under the Participation Agreement will be subject to Mr.
Thomas entering into and not revoking a separation agreement and release of
claims with the Company as well as his compliance with the terms of any
confidentiality, information and inventions agreements or other written
agreement with the Company under which he has a material duty or obligation to
the Company.

--------------------------------------------------------------------------------

There is no arrangement or understanding between Mr. Thomas and any other
persons pursuant to which Mr. Thomas was selected as Chief Commercial Officer.
There are no family relationships between Mr. Thomas and any director or
executive officer of the Company, and no transactions involving Mr. Thomas that
would require disclosure under Item 404(a) of Regulation S-K.

The press release announcing Mr. Thomas' appointment is furnished as Exhibit
99.1 to this Current Report on Form 8-K and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section.
--------------------------------------------------------------------------------

ITEM 9.01                     Financial Statements and Exhibits

                      Exhibit No.                                                     Description


10.1 Confirmatory Offer Letter between the Registrant and Scott Thomas,
effective March 21, 2022.

99.1 Press Release, dated March 16, 2022.
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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