Isaac Ro
About Isaac Ro
Isaac Ro joined Seer’s board on September 2, 2025, and was immediately appointed to the Audit Committee as the audit committee financial expert to cure a Nasdaq listing deficiency . He is a Partner at Catalio Capital and previously served as CFO of Thrive Earlier Detection and Sema4, Executive Chairman of Haystack Oncology, and led U.S. MedTech/Life Science Tools equity research at Goldman Sachs; he holds a B.A. in History and was pre‑med at Middlebury College . His appointment was recommended by the Corporate Governance & Nominating Committee amid active governance deliberations, including a special committee review of the dual‑class structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalio Capital Management | Partner | Current (as of Sept 2025) | Leads venture/private credit investments in life sciences |
| Haystack Oncology | Executive Chairman | Prior; led sale to Quest in 2023 | Guided successful acquisition outcomes |
| Sema4 (NASDAQ: WGS) | Chief Financial Officer | Prior; guided public listing in 2021 and GeneDx acquisition | Capital markets and M&A leadership |
| Thrive Earlier Detection | Chief Financial Officer | Prior; led launch and sale to Exact Sciences in 2020 | Strategic transaction execution |
| Goldman Sachs | Lead, U.S. MedTech/Life Science Tools Equity Research | 2010–2019 | Sector expertise and analytical leadership |
| Leerink Partners | Research role (prior to Goldman) | Prior | Life science tools coverage |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| PrognomiQ, Inc. | Director | Private; related party to Seer | Seer reports related‑party revenue from PrognomiQ |
| PinkDx | Director | Private (as disclosed) | Diagnostics sector exposure |
Board Governance
- Committee assignments: Audit Committee member and designated “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K; appointment resolved a Rule 5605(c)(2)(A) audit committee composition deficiency during Nasdaq cure period .
- Special committee engagement: Added to a Board Committee in September 2025 reviewing governance matters (including potential extension of dual‑class structure), with independence and disinterestedness confirmed by independent counsel; attended the September 5, 2025 Committee meeting .
- Independence: Board determined Mr. Ro satisfied Nasdaq independence criteria and was disinterested for the Committee’s mandate under Delaware law .
- Attendance: Not applicable for 2024 (joined in September 2025); participated in Committee proceedings immediately post‑appointment .
Fixed Compensation
| Component | Amount/Frequency | Notes |
|---|---|---|
| Annual Board retainer (cash) | $42,500 per year | Paid quarterly in arrears |
| Audit Committee member fee | $10,000 per year | Member (not Chair) |
| Lead Independent Director fee | $25,000 per year (only if appointed) | Not applicable to Mr. Ro |
| Policy cap | Max $750,000 per fiscal year for director pay (first‑year cap $1,000,000) | Based on grant‑date fair value for equity |
Performance Compensation
| Award Type | Grant Size | Grant Date | Vesting | Term/Pricing | Change‑in‑Control Treatment |
|---|---|---|---|---|---|
| Initial Stock Option | 61,000 shares | Sept 2, 2025 | 1/3 annually on each anniversary of start date (3‑year) | 10‑year term; exercise price = FMV at grant | Full acceleration for director awards upon change‑in‑control if serving through the date |
| Initial RSU | 41,000 shares | Sept 2, 2025 | 1/3 annually on each anniversary of start date (3‑year) | N/A (no strike) | Full acceleration upon change‑in‑control if serving through the date |
| Annual Option (future) | 30,500 shares per Annual Meeting | Next Annual Meeting (if serving) | Vests in full by next Annual Meeting or 1 year | 10‑year term; exercise price = FMV at grant | Full acceleration upon change‑in‑control |
| Annual RSU (future) | 20,500 shares per Annual Meeting | Next Annual Meeting (if serving) | Vests in full by next Annual Meeting or 1 year | N/A | Full acceleration upon change‑in‑control |
Other Directorships & Interlocks
- PrognomiQ: Seer’s 10‑K and 10‑Qs disclose PrognomiQ as a related party arising from a 2020 spin‑out; Seer recorded related‑party revenue of $4.7 million in 2023 and continued related‑party revenues in 2024 (e.g., $1.5 million for 1H24; $0.6 million in Q2 2024), with receivables outstanding in several periods . Mr. Ro serves on PrognomiQ’s board, creating an interlock with a related party customer .
- No Item 404(a) transactions: Company disclosed no transactions requiring related‑party disclosure for Mr. Ro upon his appointment .
Expertise & Qualifications
- Finance and capital markets leadership; M&A execution across diagnostics and life science tools (Exact Sciences acquisition of Thrive; Quest acquisition of Haystack; Sema4 public listing and GeneDx acquisition) .
- Deep sector coverage from prior equity research leadership at Goldman Sachs and Leerink; board roles across precision diagnostics and proteomics ecosystems .
- Education: B.A. in History, pre‑med curriculum, Middlebury College .
Equity Ownership
| As of Date | Security | Beneficial Ownership | Notes |
|---|---|---|---|
| Sept 3, 2025 (Form 3) | Common Stock and Derivatives | No securities beneficially owned | Initial filing shows zero holdings |
| Sept 30, 2025 (PRE 14A table) | Class A | — (less than 1%; not exercisable within 60 days) | Options/RSUs not counted if not exercisable within 60 days |
| Sept 30, 2025 (PRE 14A table) | Class B | — | Dual‑class voting described in table |
| Sept 2, 2025 grants | Initial Option 61,000; RSU 41,000 | Unvested | 3‑year ratable vesting; not counted toward 60‑day beneficial ownership |
Governance Assessment
- Strengths: Appointment as audit committee financial expert remedied a listing deficiency, supporting board effectiveness and compliance; immediate engagement on a governance Committee demonstrates active oversight .
- Alignment: Director pay mix balances modest cash retainers with equity grants that vest over time; awards accelerate only upon change‑in‑control while maintaining policy caps, promoting long‑term alignment without excessive guarantees .
- Potential conflicts (RED FLAG): Board seat at PrognomiQ, a Seer related party with material revenues, is a related‑party interlock; while Company disclosed no Item 404 transactions for Mr. Ro at appointment, investors should monitor Committee roles and recusal practices around related‑party matters given ongoing transactions with PrognomiQ .
- Disclosures: Company indicates Mr. Ro met independence criteria and was disinterested for the Committee’s mandate; standard indemnification agreement executed .
Insider Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement) | Sept 3, 2025 | No securities beneficially owned; POA designating David Horn and Rhezza Delada for Section 16 filings |
Notes on Director Compensation Policy
- Cash fees and equity structure for outside directors, including updated grant sizes (Initial: 61,000 options + 41,000 RSUs; Annual: 30,500 options + 20,500 RSUs), vesting schedules, 10‑year option term, FMV pricing, and full acceleration upon change‑in‑control .
- Quarterly cash payments in arrears; committee chair/member fee schedule detailed; annual limits on director compensation .
Related Party Exposure Summary (PrognomiQ)
| Period | Related Party Revenue | Receivables | Notes |
|---|---|---|---|
| FY 2023 | $4.7 million (primarily product sales) | $0.6 million at year‑end | Equity‑method investee; carrying value nil |
| Q1 2024 | $1.0 million (incl. $0.8 million product sales) | $1.0 million receivables | Continued sales and receivables |
| Q2 2024 | $0.6 million (incl. $0.4 million product sales) | $0.6 million receivables | Ongoing commercial ties |
Monitoring implication: Given Mr. Ro’s PrognomiQ directorship and Seer’s recurring related‑party revenue/receivables, board processes (e.g., recusals, independent committee oversight) around related‑party dealings merit ongoing investor attention .