Robert Langer
About Robert Langer
Robert Langer, Sc.D. is an Institute Professor at the Massachusetts Institute of Technology (MIT) (since July 2005). He has served on Seer’s Board since December 2017 and is standing for re‑election to a term ending at the 2026 annual meeting. He is 76 years old, holds a B.S. in Chemical Engineering from Cornell University and an Sc.D. in Chemical Engineering from MIT. He is renowned for pioneering academic work and extensive medical/scientific knowledge, with prior service on numerous public company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Institute of Technology | Institute Professor | 2005–present | Senior academic leadership; world-renowned scientific expertise |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Abpro Bio Co. Ltd. | Director | Current |
| Frequency Therapeutics, Inc. | Director | Current |
| Puretech Health plc | Director | Current |
| Boston Children’s Hospital | Board of Trustees | Current |
Prior public company boards: Alkermes, Lyra Therapeutics, Kala Pharmaceuticals, Moderna, Momenta Pharmaceuticals, Millipore, Rubius Therapeutics, Wyeth .
Board Governance
- Committee assignments: Chair, Science & Technology Committee; members: Langer (Chair), Deep Nishar, Nicolas Roelofs; the committee met once in 2024 and oversees R&D strategy, competitive landscape, and IP portfolio reviews .
- Independence: Seer’s Board determined five of seven directors are independent—Gulyani, Hallal, McGuire, Nishar, and Roelofs. Dr. Langer is not listed among independent directors (i.e., not independent under Nasdaq rules) .
- Attendance and engagement: The Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings. Three directors attended the 2024 annual meeting of stockholders (attendance encouraged but not required) .
- Board leadership: CEO Omid Farokhzad serves as Chair; Lead Independent Director is Nicolas Roelofs, Ph.D. (since August 13, 2024), who presides over periodic independent director sessions .
Fixed Compensation
Policy cash retainers (as amended Feb 26, 2025):
| Cash Component | Amount (USD) |
|---|---|
| Annual non-employee director retainer | $42,500 |
| Lead Independent Director | $25,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Talent & Compensation Chair / Member | $15,000 / $7,500 |
| Nominating & Governance Chair / Member | $10,000 / $5,000 |
| Science & Technology Chair / Member | $10,000 / $5,000 |
2024 actual director compensation (Langer):
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $52,500 (base retainer + S&T Chair) |
| Other compensation | $75,000 (Scientific Advisory Board consulting fee) |
| Total cash/other | $127,500 |
Performance Compensation
Annual director equity structure and grants:
| Grant Type | Details | Vesting |
|---|---|---|
| 2024 Annual RSU (Langer) | 58,178 RSUs; grant-date fair value $108,793 | Vests in full on June 12, 2025, subject to service |
| 2025 Policy Annual Awards (all outside directors) | 30,500 options + 20,500 RSUs each Annual Meeting (as of Feb 26, 2025 amendment) | Annual awards vest at 1 year or day before next annual meeting; options 10-year term, FMV strike; full acceleration on change-in-control for non-employee director awards |
Outstanding equity awards (Langer) at 12/31/2024:
| Award | Quantity | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| Stock options (5/18/2018) | 104,048 | $0.05 | 5/17/2028 | Exercisable |
| Stock options (1/28/2020) | 101,886 | $2.70 | 1/27/2030 | Exercisable |
| Stock options (7/28/2020) | 121,562 | $3.47 | 7/27/2030 | Exercisable |
| Stock options (12/3/2020) | 18,691 | $19.00 | 12/2/2030 | Exercisable |
| Stock options (6/17/2021) | 15,000 | $33.74 | 6/17/2031 | Exercisable |
| Stock options (6/15/2022) | 29,640 | $7.33 | 6/15/2032 | Exercisable |
| Stock options (6/14/2023) | 34,735 | $4.33 | 6/14/2033 | Exercisable |
| RSUs (6/12/2024) | 58,178 | — | — | Unvested; vests 6/12/2025; $134,391 MV at $2.31 on 12/31/24 |
Notes: Director equity awards are under the 2020 Equity Incentive Plan; option exercise price = FMV at grant; max 10-year term; change-in-control terms provide full acceleration for outside director awards granted during board service .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Notes |
|---|---|---|---|
| Abpro Bio Co. Ltd. | Company board | Director | Current |
| Frequency Therapeutics, Inc. | Company board | Director | Current |
| Puretech Health plc | Company board | Director | Current |
| Boston Children’s Hospital | Non-profit | Board of Trustees | Current |
| Multiple (e.g., Moderna, Alkermes, Wyeth, etc.) | Prior public boards | Director | Historical service; not current |
Related-party/Interlocks at Seer:
- Entities affiliated with Drs. Farokhzad, Langer, and Mr. McGuire were parties to an Investors’ Rights Agreement (registration rights); aside from equity awards/standard indemnification, Seer reports no related-party transactions >$120,000 since 1/1/2023. Langer’s separate Scientific Advisory Board consulting fee in 2024 was $75,000 (below the $120,000 reporting threshold) .
Expertise & Qualifications
- Pioneering scientist with extensive medical and scientific knowledge; Institute Professor at MIT, with deep credentials in biotechnology and life sciences .
- Board experience across numerous life science companies and large-cap pharma/biotech (e.g., Moderna, Wyeth); brings R&D strategy, translational science, and IP perspective to Seer’s Science & Technology Committee, which he chairs .
Equity Ownership
Beneficial ownership as of March 31, 2025:
| Holder | Class A Shares | Options exercisable within 60 days | Class B Shares | % of Class A Outstanding |
|---|---|---|---|---|
| Robert Langer, Sc.D. | 33,388 | 425,562 | 0 | <1% (asterisked in filing) |
Additional equity context:
- Unvested RSUs at 12/31/2024: 58,178 RSUs ($134,391 at $2.31/share) .
- Insider compliance: Dr. Langer was not listed among delinquent Section 16(a) filers for 2024; Seer reported certain late filings for other insiders only .
Governance Assessment
Positives
- Deep domain expertise aligned with role as Chair of the Science & Technology Committee; committee mandate covers R&D strategy, competitive environment, and IP—directly relevant to Seer’s innovation risk oversight .
- Meets attendance expectations: Board held five meetings in 2024; every director, including Dr. Langer, attended at least 75% of Board/committee meetings .
- Critical committees (Audit; Talent & Compensation; Nominating & Governance) are composed of directors the Board has determined to be independent, supporting governance rigor despite a combined CEO/Chair structure and Langer’s non‑independent status .
- Company maintains a Clawback Policy compliant with SEC/Nasdaq rules and prohibits executive hedging/pledging; while these are executive‑focused, they indicate broader governance posture .
Risk indicators and potential red flags
- Not independent under Nasdaq rules (Board lists five independent directors and excludes Langer); independence may be impacted by separate consulting relationship (Scientific Advisory Board fee of $75,000 in 2024) .
- Concentrated executive power (CEO as Chair) mitigated partly by a Lead Independent Director structure instituted in 2024; however, effectiveness depends on practice—Seer discloses periodic independent sessions but not frequency/detail .
- No director stock ownership guidelines disclosed; while directors receive equity, absence of stated ownership minimums can weaken alignment signals versus best practice (Seer discloses no NEO ownership guidelines and does not state director guidelines) .
- Option repricing in 2024 was approved for employees/NEOs (not directors), which some investors view as a governance negative at the company level; neutral to Langer directly but relevant to overall compensation risk environment .