Omid Farokhzad
About Omid Farokhzad
Omid Farokhzad, M.D., 56, co-founded Seer and has served as CEO since February 2018 and Chair since September 2020; he holds an M.A. and M.D. from Boston University and an MBA from MIT Sloan, and previously was a Harvard Medical School Professor leading the Center for Nanomedicine (2004–2018) . 2024 operating highlights included $14.2M revenue, 10 instruments shipped (72 cumulative), a Thermo Fisher co-marketing pact, and a 6.5M share repurchase at $1.82; the Board set 2024 bonus achievement at 75% of target for executives . Pay-versus-performance shows the value of a $100 investment declining to $10.13 by 2024; net income was negative across 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seer, Inc. | Chief Executive Officer; Chair of the Board | CEO since Feb 2018; Chair since Sep 2020 | Founder-CEO; scaled commercial rollout; board leadership |
| Seer, Inc. | President | Sep 2022 – Nov 2023 | Oversaw operations during transition period |
| Harvard Medical School / Brigham & Women’s | Professor; Director, Center for Nanomedicine | 2004 – 2018 | Led research and translation in nanomedicine |
| Dynamics Special Purpose Corp. | Executive Chair | May 2021 – Jun 2022 | Led SPAC governance and strategy |
| BIND Therapeutics; Selecta Biosciences; Tarveda Therapeutics | Co‑founder (various) | Prior to Seer | Created/advanced biotech platforms; BIND acquired by Pfizer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Several privately-held companies | Director | Current | Ongoing board service (names not individually listed) |
| Senti Biosciences; Selecta Biosciences; BIND Therapeutics | Director (prior) | Prior | Prior public company directorships |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (actual, $) | 596,459 | 619,208 |
| Annual Base Salary in effect (policy, $) | 600,500 (2023) | 623,019 (post-merit from Mar 1, 2024) |
| Target Bonus (% of base) | 85% | 85% |
| Bonus Payout ($) | 423,653 | 397,174 |
| All Other Comp ($) | 161,689 (incl. commuting reimbursement and tax gross-up) | 173,192 (incl. commuting reimbursement $93,569 and gross-up $77,123) |
Notes: Employee directors receive no separate director pay; as CEO, Farokhzad did not receive director compensation .
Performance Compensation
- 2024 bonus design: 100% corporate objectives with weights Financial 20%; Commercial 40%; R&D 30%; Organizational 10% .
- 2024 results: Committee approved 75% achievement; CEO payout $397,174 .
| Metric Category (2024) | Weight | Target | Actual | Payout as % Target | Vesting/Timing |
|---|---|---|---|---|---|
| Financial | 20% | Not disclosed | Achieved as part of overall 75% | 75% | Cash paid in 2025, service condition to pay date |
| Commercial | 40% | Not disclosed | Achieved as part of overall 75% | 75% | Same as above |
| R&D / Product Dev. | 30% | Not disclosed | Achieved as part of overall 75% | 75% | Same as above |
| Organizational | 10% | Not disclosed | Achieved as part of overall 75% | 75% | Same as above |
Equity Awards and Vesting (CEO)
- 2024 annual grants: 402,000 RSUs (grant date fair value $711,540) and 650,000 stock options with a market-performance condition (grant date fair value $895,440; exercise $1.77) .
- 2024 retention grants: 127,634 RSUs ($225,912) and 382,901 stock options (market performance condition; exercise $1.77) .
- Market-performance condition: CEO options vest only if a 20-trading-day average closes at 300% of grant price ($5.31 from $1.77) by Feb 6, 2031; then 25% vests on certification, remaining annually over 3 years (time-based thereafter) .
- RSU vesting: 2024 RSUs vest in 4 equal annual tranches beginning Feb 15, 2025 (earlier RSUs on Feb 15 schedules) .
| 2024 CEO Equity | Quantity | Terms |
|---|---|---|
| RSUs (annual) | 402,000 | 4 annual vesting installments starting 2/15/2025 |
| Stock Options (annual) | 650,000 | $1.77 strike; vesting only upon 300% stock-price hurdle ($5.31 20‑D avg) then 25%/yr x3 post-certification; 7-year performance window to 2/6/2031 |
| RSUs (retention) | 127,634 | 4 annual vesting (service-based) |
| Stock Options (retention) | 382,901 | $1.77 strike; same 300% stock-price hurdle and vesting model as annual grant |
Option Repricing (Oct 4, 2024): Board reset exercise prices above $2.00 to $2.00 for continuing employees (CEO 2,732,470 options repriced) with a “premium exercise price” if exercised before the retention period ends; also amended 2023 CEO performance option (650,000 sh) to $2.00 strike and $3.00 hurdle; no share/term/vesting changes; no 2025 awards for SVP+ officers .
Equity Ownership & Alignment
- Beneficial ownership: 702,748 Class A shares; 3,555,195 Class B shares (including 2,117,138 Class B in a trust for which his spouse is trustee; disclaimed beneficial ownership) .
- Options exercisable within 60 days: 275,669 Class A shares .
- Voting power: 38.0% of total voting power due to Class B 10:1 voting; Class B auto-converts to Class A by Dec 9, 2025 .
- Hedging/pledging: Prohibited by insider trading policy .
- Ownership guidelines: None currently for executives; committee may consider future adoption .
| Ownership (as of Mar 31, 2025) | Amount |
|---|---|
| Class A Shares | 702,748 |
| Class B Shares | 3,555,195 (incl. 2,117,138 via SAF‑BND Trust; disclaimed) |
| Options Exercisable ≤60 days | 275,669 |
| % Voting Power (A+B combined) | 38.0% |
Insider activity note: The proxy discloses a late Section 16 filing for a sale on March 7, 2024 and award filings on Feb 6, 2024 .
Employment Terms
- At-will employment; severance governed by CEO Change in Control and Severance Agreement .
- Outside Change-in-Control (CoC) Period (i.e., not within 3 months before or 12 months after a CoC): 12 months base salary; pro-rated target bonus; up to 12 months COBRA; 50% acceleration of time-based equity; CoC-related 50% acceleration window extends to 2 years post-CoC .
- During CoC Period (3 months before to 12 months after CoC): 18 months base; 150% of target bonus; up to 18 months COBRA; 100% acceleration of time-based equity .
- If he remains employed through 2nd anniversary of CoC (or qualifies under defined termination circumstances), 100% acceleration of pre-IPO equity .
- Good reason includes material pay cut, material adverse change in duties (with specific exceptions), or relocation increasing commute >50 miles; “cause” defined by misconduct and similar triggers .
- No 280G gross-up; cutback to avoid excise tax if beneficial .
- COBRA reductions and setoffs apply if he obtains new employment during severance period .
| Potential Payments (12/31/2024 hypothetical) | Outside CoC Period | During CoC Period |
|---|---|---|
| Salary Severance Payments ($) | 623,019 | 934,528 |
| Bonus Severance Payments ($) | 423,653 | 635,479 |
| COBRA Premiums ($) | 23,469 | 60,348 |
| Equity Acceleration ($) | 1,777,010 | 3,554,019 |
| Total ($) | 2,847,151 | 5,184,374 |
Board Governance (dual-role implications)
- Farokhzad serves as CEO and Chair; the Board appointed a Lead Independent Director (Nicolas Roelofs) in Aug 2024 to provide independent leadership (presides independent sessions; liaison with CEO/Chair) .
- Board independence: 5 of 7 directors deemed independent; committee memberships (Audit, Talent & Compensation, Governance, and Science & Technology) are independent; Farokhzad is not classified as independent .
- Attendance: All directors ≥75% attendance in 2024 .
- Director compensation policy applies only to non-employee directors; employee directors (incl. CEO) receive no director fees; non-employee director retainers and equity frameworks are disclosed .
Compensation Committee and Peer Benchmarking
- Independent compensation consultant: Aon (Radford) advises the Talent & Compensation Committee; Committee assessed and found no conflicts .
- Peer group (2024 decisions) included 20 life-science/tools peers (e.g., Adaptive, Quanterix, Akoya, Quantum‑Si, Standard BioTools); 2025 peer group updated to reflect company profile changes .
- Positioning: Cash (salary+bonus) generally around median; equity mix balancing grant value nearer 25th percentile and ownership percent nearer 75th percentile to drive alignment/retention .
- Say-on-pay: First vote (2023 meeting) passed with ~83% support; next vote scheduled for 2026 .
Related Policies, Clawback, and Red Flags
- Clawback: Complies with SEC/Nasdaq rules; mandatory recovery after an accounting restatement; SOX 304 applies to CEO/CFO .
- Hedging/pledging: Prohibited for executives .
- Options repricing (Oct 2024): Underwater options reset to $2.00 with governance constraints; increases accounting expense but intended to restore retention and motivation; 2025 executive grants suspended for SVP+ cohort .
- Perquisites and gross-ups: Commuting reimbursements with tax gross-ups for CEO (shareholder-unfriendly signal) .
- Related party transactions: None material beyond standard equity/IRA and indemnification arrangements since Jan 1, 2023 .
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 15,493,000* | 16,661,000* | 14,170,000* |
| EBITDA ($) | (93,293,000)* | (97,885,000)* | (93,925,000)* |
| Net Income ($) | (92,966,000)* | (86,277,000)* | (86,599,000)* |
Values retrieved from S&P Global.*
Operational highlights for 2024 cited in proxy: 10 instruments shipped (72 cumulative), European Technology Access Center launch, and Thermo Fisher co-marketing; 6.5M shares repurchased at $1.82 average; revenue of $14.2M (GAAP) .
Investment Implications
- Alignment: CEO equity is heavily at-risk with stringent market-condition options (300% stock price hurdle) plus time-based RSUs; hedging/pledging prohibited—strong alignment though absence of formal ownership guidelines is a gap .
- Retention vs. Dilution: 2024 option repricing and sizable equity awards bolster retention in a challenged talent market but increase accounting expense and potential overhang; the Board paused 2025 SVP+ grants to mitigate dilution optics .
- Pay-for-performance: 2024 cash bonus paid at 75% based on corporate goals despite negative net income and low TSR baseline, supported by operational execution and commercial progress (ships, partnerships); equity payouts remain contingent on very demanding stock-price hurdles .
- Governance risk: Combined CEO/Chair role is mitigated by a Lead Independent Director and a majority-independent board/committees, but concentrated voting power (38%) via Class B creates entrenchment risk and limits minority influence .
- Contractual protections: Double-trigger CoC with 18 months base + 150% bonus and full time-based equity acceleration (no 280G gross-up) is market-aligned; partial acceleration (50%) outside CoC modestly increases termination cost but aids retention .
Citations:
- Biography, roles, education:
- 2024 highlights, bonus outcomes:
- Compensation tables and elements:
- Repricing details:
- Severance/CoC terms and payouts:
- Ownership, voting power, policies:
- Governance structure:
- Director compensation policy; employee director:
- Pay vs performance (TSR, net income):
S&P Global disclaimer: Financial values marked with an asterisk (*) were retrieved from S&P Global.