Seer (SEER) Proxy filing summary

Executive summary

• The proxy statement solicits votes for the 2026 Annual Meeting, with a focus on electing seven directors, ratifying the appointment of Deloitte & Touche LLP as auditor, approving executive compensation, and ratifying a Tax Benefit Preservation Plan.

• The board faces a contested election, as the Radoff-JEC Group has nominated three alternative directors and made acquisition proposals, all of which the board opposes.

• The board recommends voting only for its nominees and proposals using the BLUE proxy card, urging shareholders to disregard materials from the Radoff-JEC Group.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of seven directors, auditor ratification, advisory say-on-pay, and ratification of the Tax Benefit Preservation Plan.

• The board recommends voting FOR all its nominees and proposals, and against the Radoff-JEC Group's nominees.

• Shareholders may submit proposals or director nominations for the 2027 meeting, subject to advance notice and eligibility requirements.

Board of directors and corporate governance

• The board consists of seven members, five of whom are independent under Nasdaq standards.

• Committees include audit, talent and compensation, corporate governance and nominating, and science and technology, all with independent members.

• The board has a Lead Independent Director and encourages diversity and a broad range of perspectives.

• Director nominees have significant experience in biotechnology, finance, and corporate governance.