Seer (SEER) Proxy filing summary

Executive summary

• Strong momentum in commercial opportunity and long-term value creation, with a focus on cost discipline, governance rigor, and product innovation.

• Landmark population-scale studies and strategic collaborations are accelerating commercial prospects.

• Installed base has grown at a 62% CAGR since 2021, and cumulative peer-reviewed publications have doubled since 2022.

• Product launches since 2021 have increased platform throughput by ~10x, with further launches planned.

• Over 235 patent applications and issued patents position the company as a category leader.

Voting matters and shareholder proposals

• Stockholders are urged to vote "FOR" only the company's director nominees on the BLUE proxy card at the July 28, 2026 Annual Meeting.

• Bradley Radoff and Michael Torok are running a campaign to force an early sale and replace current directors, which the board unanimously rejected.

• Proposed nominees from Radoff and Torok lack relevant expertise and independence, according to the board.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent, with an average tenure of 5.5 years.

• Directors collectively own 17% of total shares outstanding.

• Board has authorized $50 million in share repurchases, with $25.5 million remaining.

• Oversight led to a ~75% decrease in stock-based compensation since 2023 and maintenance of a $220 million cash position with no debt.

• Adoption of a tax benefit preservation plan to protect $262.4 million in federal net operating loss carryforwards.