Seer (SEER) Proxy filing summary

Executive summary

• Proxy solicitation by the Radoff-JEC Group, significant shareholders holding 7.8% of outstanding shares, seeking to elect three independent nominees to the board at the 2026 Annual Meeting.

• The group criticizes the current board and management for poor performance, lack of revenue growth, excessive executive compensation, and entrenchment tactics.

• Three acquisition proposals were made by the group, culminating in a $2.40/share offer plus a contingent value right, representing a 42% premium, all rejected or ignored by the board.

• The group urges shareholders to vote for their nominees and against certain management proposals to drive change and maximize value.

Voting matters and shareholder proposals

• Election of seven directors: three Radoff-JEC nominees and four unopposed company nominees recommended by the group.

• Ratification of Deloitte as independent auditor for fiscal 2026.

• Non-binding advisory vote on executive compensation, with the group recommending a vote against.

• Ratification of the Tax Benefit Preservation Plan (NOL Pill), with the group recommending a vote against.

Board of directors and corporate governance

• The group argues for boardroom change due to value destruction, poor governance, and entrenchment, including failed attempts to extend super-voting rights and adoption of the NOL Pill.

• Nominees: Howard H. Berman, Ph.D., Joshua S. Horowitz, and Luis E. Rinaldini, each with significant industry, financial, and governance experience.

• The group asserts its nominees are independent under NASDAQ and Sarbanes-Oxley standards.

• Criticism of the dual Chairman/CEO role and lack of board accountability.