David Horn
About David Horn
David Horn, 57, is President, Chief Financial Officer and Treasurer of Seer. He has served as CFO and Treasurer since May 2020 and was promoted to President in November 2023. Horn previously spent ~13 years at Morgan Stanley as a Managing Director in Global Healthcare Investment Banking after earlier roles at Montgomery & Co.; he holds an A.B. in Politics from Princeton and an M.B.A. from Stanford GSB . Company bonus design in recent years has been 100% tied to corporate objectives with categories across financial, commercial, R&D/product, and organizational goals, and the Compensation Committee adopted a Nasdaq-compliant clawback policy in November 2023, underscoring pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director, Global Healthcare Investment Banking | May 2007 – May 2020 | Led healthcare investment banking coverage and execution, bringing capital markets/M&A expertise to Seer |
| Montgomery & Co., LLC | Principal | May 2003 – May 2007 | M&A and private placements; operational finance perspective relevant to Seer’s growth phase |
External Roles
No external public-company directorships or committee roles disclosed for Horn in Seer’s latest proxy filings .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $389,982 | $427,166 | $461,250 | $525,888 |
| Target Bonus (%) | 40% | 40% | 55% (raised from 50% on 11/17/2023) | 55% |
| Actual Bonus Paid ($) | $162,199 | $163,715 (95% of target) | $197,886 | $218,264 |
| All Other Compensation ($) | — | $2,500 | $2,500 | $2,500 |
Performance Compensation
Annual Cash Incentive Design
| Year | Corporate Objectives Weight | Category Weights | Notes |
|---|---|---|---|
| 2021 | 75% corporate / 25% individual | Financial & Corp Dev 30%; Commercial 20%; Product Dev 20%; Research 15%; Organization 15% | Revenue target $4.7M achieved at $6.6M; OpEx target $46.5M achieved at $46.4M |
| 2022 | 100% corporate | Financial & Corp Dev 20%; Commercial 25%; Product/Operations 20%; Research 20%; Organizational 15% | Bonus payout 95% of target for Horn ($163,715) |
| 2023 | 100% corporate | Financial 20%; Commercial 30%; R&D/Product 40%; Organizational 10% | Target bonus increased to 55% upon promotion to President |
| 2024 | 100% corporate | Financial 20%; Commercial 40%; R&D/Product 30%; Organizational 10% | Design continued to emphasize strategic priorities |
Long-Term Incentives (Grant Values)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Stock Awards ($) | $2,052,619 | $1,029,820 | $321,300 | $292,117 |
| Option Awards ($) | $1,275,442 | $1,302,050 | $467,460 | $389,251 (includes incremental value from 2024 repricing) |
2024 Equity Mix and Supplemental Retention Grants
| Grant Type | Count | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual) | 70,000 | 02/06/2024 | 4 equal annual installments beginning 02/15/2025 | Time-based; accumulation of ownership |
| Options (annual, market condition) | 140,000 | 02/06/2024 | 25% on certification of stock-price hurdle (average closing price ≥ 200% of grant-date price over 20 trading days), then annual in 3 equal installments | Exercise $1.77; performance period to 02/06/2031 |
| RSUs (supplemental retention) | 95,038 | 02/06/2024 | 4 equal annual installments beginning 02/15/2025 | Retention-driven |
| Options (supplemental retention, time-based) | 142,557 | 02/06/2024 | 25% on 02/06/2025; then 1/48 monthly | Exercise $1.77 |
Option Repricing (2024 Modification of Equity Grants)
- On 10/04/2024, the Board repriced employee options with exercise prices >$2.00 to $2.00 (closing price on the effective date). Horn had 1,140,454 shares subject to repriced options; if exercised before the Retention Period ends (earliest of 04/04/2026, a Change in Control, or death/disability), the original exercise price applies (premium exercise) .
- 2023 performance options amended to exercise price $2.00 and stock price hurdle $3.00 (Horn: 140,000 shares); vesting, expirations, and share counts unchanged .
- No additional awards in 2025 for SVP-and-above level executives as part of repricing approach .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Class A Shares Beneficially Owned | 880,159 | 912,939 | 1,044,998 | 1,143,543 | 320,661 (less than 1%) |
| Ownership % of Class A | 1.5% | 1.5% | 1.7% | 1.9% | * (<1%) |
| Options Exercisable within 60 days (disclosed in footnotes) | 796,047 | 765,740 | 846,796 | 920,102 | Not itemized in table |
- Hedging and pledging of company stock are prohibited under insider trading policy; there are currently no executive stock ownership guidelines, though the committee may consider implementing them in the future .
Outstanding Equity Awards (as of 12/31/2024)
| Award | Shares | Exercise Price | Expiration | Vesting Status / Schedule | Market Value (RSUs) |
|---|---|---|---|---|---|
| Options (02/15/2023, performance condition) | 140,000 | $2.00 (modified) | 02/15/2033 | 25% on hurdle achievement; then annual in 3 equal installments | — |
| Options (02/06/2024, performance condition) | 140,000 | $1.77 | 02/06/2034 | 25% on hurdle achievement; then annual in 3 equal installments | — |
| Options (02/06/2024, time-based) | 142,557 | $1.77 | 02/06/2034 | 25% on 02/06/2025; 1/48 monthly thereafter | — |
| RSUs (02/01/2021) | 8,532 | — | — | 4 annual installments starting 02/01/2022 | $19,709 |
| RSUs (02/08/2022) | 31,000 | — | — | 4 annual installments starting 02/15/2023 | $71,610 |
| RSUs (02/15/2023) | 52,500 | — | — | 4 annual installments starting 02/15/2024 | $121,275 |
| RSUs (02/06/2024) | 165,038 | — | — | 4 annual installments starting 02/15/2025 | $381,238 |
Note: RSU market values above are based on $2.31 closing price as of 12/31/2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment | Employment letters with no specific term; at-will; standard confidential information/invention assignment and arbitration agreement |
| Severance Plan (non-CIC) | If terminated without cause or for good reason outside CIC period: 9 months base salary continuation and up to 9 months COBRA premiums |
| Severance Plan (within CIC period) | If terminated without cause or for good reason within CIC period (3 months before to 1 year after CIC): 12 months base salary, 100% target bonus, up to 12 months COBRA, and 100% acceleration of time-based equity awards |
| Cause / Good Reason definitions | As detailed: cause includes failure to perform, fraud, law violations, breaches, felony/moral turpitude, willful misconduct; good reason includes material salary reduction, material relocation, or material reduction in authority; notice and cure periods apply |
| Illustrative Severance (Non-CIC) | As of 12/31/2023: Salary severance $382,500; COBRA $30,174; Total $412,674 |
| Illustrative Severance (CIC double-trigger) | As of 12/31/2022: Salary $430,830; Bonus $172,332; COBRA $35,282; Equity acceleration $2,624,633; Total $3,263,077 |
| Clawback | Nasdaq/SEC-compliant clawback policy adopted 11/14/2023; applies to Covered Executives; non-discretionary application; Section 304 (SOX) also applicable to CEO/CFO |
| Hedging/Pledging | Prohibited by policy |
| Ownership Guidelines | None currently for named executive officers |
Investment Implications
- Alignment and Incentives: Horn’s cash incentives are fully tied to corporate performance (100% corporate in 2022–2024), with target bonus increased to 55% upon promotion to President; long-term incentives emphasize options with market conditions and time-based RSUs, aligning upside with shareholder returns while supporting retention .
- Vesting and Potential Selling Pressure: RSUs vest annually on or around 2/15 each year (2023 grant starting 2/15/2024; 2024 grants starting 2/15/2025), creating predictable supply; performance options require sustained stock-price hurdles (average over 20 trading days) before vesting, limiting immediate liquidity and tying realizable value to price performance .
- Retention Risk and Repricing Signal: The October 2024 option repricing (to $2.00) across 1,140,454 Horn-held option shares revitalizes incentive value and includes a Retention Period through April 2026 that discourages early exercise by requiring original strike if exercised early—mitigating attrition risk but raising governance sensitivity to option modifications and incremental fair-value expense .
- Ownership and Governance: Hedging/pledging are prohibited (positive for alignment), but absence of formal ownership guidelines may reduce enforceable skin-in-the-game targets; 2025 beneficial ownership shows <1% for Horn, with prior years reflecting larger positions including options near-term exercisability .
- Change-in-Control Economics: Double-trigger CIC benefits (salary, target bonus, COBRA, and acceleration of time-based awards) provide security and could influence transaction incentives; illustrative CIC totals were meaningful in 2022 context, including equity acceleration .
Overall, Horn’s pay program balances near-term performance focus (100% corporate bonus weighting) with long-dated equity requiring price hurdles, while the 2024 repricing and supplemental grants indicate the board prioritized retention in a challenged equity environment. The vesting cadence suggests seasonal supply around February, and performance-option hurdles create an embedded call on Seer’s stock recovery.