Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on the Current Report on Form 8-K filed by Sera
Prognostics, Inc. (the "Company") on May 15, 2023, Gregory C. Critchfield, M.D.,
M.S. notified the Company of his intention to retire from the position of
President and Chief Executive Officer of the Company and Chairman of the Board
of Directors, effective as of June 8, 2023 (the "Retirement Date"). On May 15,
2023 (the "Effective Date"), the Company entered into a Retirement and
Transition Agreement with Dr. Critchfield (the "Transition Agreement") that
provides the Company will pay Dr. Critchfield, in consideration for, among other
things, his compliance with certain restrictive covenants, including customary
non-compete and non-solicitation covenants, and a typical release of claims, (i)
severance pay equal to $584,000, or one year of his current annual base salary,
and (ii) his pro rata bonus for calendar year 2023 in an amount equal to
$131,400. Furthermore, any unvested portion of the stock options and other
stock-based equity awards held by Dr. Critchfield are immediately forfeited as
of the Effective Date and cease to vest as of the Effective Date, provided that
any stock options that have vested as of the Effective Date will remain
exercisable by Dr. Critchfield for the balance of the remaining term of such
option grant. Mr. Critchfield is also entitled to continued health insurance
coverage for the lesser of (i) the duration of such coverage under COBRA, (ii)
until the date Dr. Critchfield becomes eligible to receive health insurance in
connection with new employment or self-employment, or (iii) 12 months following
the Retirement Date. The Transition Agreement also includes other customary
provisions.
The foregoing is a summary description of the terms and conditions of the
Transition Agreement and is qualified in its entirety by reference to the
Transition Agreement, a copy of which will be filed as an exhibit to the
Company's quarterly report on Form 10-Q for the quarter ending June 30, 2023.
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