Benjamin Jackson
About Benjamin Jackson
Benjamin G. Jackson is General Counsel of Sera Prognostics, serving since April 2021 after 15 years at Myriad Genetics where he rose to Executive Vice President, General Counsel and Secretary; he holds a J.D. from BYU and a B.S. in microbiology, immunology and molecular genetics from UCLA . He is 46 years old as of March 19, 2025 and remains one of the company’s executive officers; he frequently serves as signatory and proxy holder on SEC filings and annual meeting proxies . In November 2023, Sera reduced executive base salaries by 15% and target bonuses by 50% (including Jackson), and on March 15–18, 2024 the company executed amendments to executive employment agreements, with Jackson’s amendment reaffirming Annual Incentive Plan participation and setting equity acceleration mechanics on termination and change of control .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sera Prognostics, Inc. | General Counsel | Apr 2021–present | Leads legal, governance, and SEC compliance; serves as company signatory and designated proxy holder |
| Myriad Genetics, Inc. | EVP, General Counsel & Secretary; previously Associate General Counsel | 2006–2021 | Legal leadership at a leading genetic testing company; broad regulatory and transactional experience |
External Roles
No public company directorships or external board roles disclosed for Jackson in the proxy materials reviewed .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base salary ($) | 310,000 | 375,000 | — (Company-wide reduction: −15% effective Nov 6, 2023) | — |
| Target bonus (% of salary) | 35% (amended May 20, 2021) | 40% | — (Company-wide reduction: −50% effective Nov 6, 2023) | 35% (per March 2024 amendment language) |
Notes:
- 2023 values reflect company-wide reductions applied proportionally to each executive officer, including Jackson; individual dollar outcomes not disclosed .
- Jackson’s employment agreement was amended March 2024; language affirms Annual Incentive Plan participation at a 35% target and sets equity acceleration terms (see Employment Terms) .
Performance Compensation
| Incentive Type | Grant / Period | Metric Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (Cash) | 2024 performance (paid Mar 2025 for NEOs) | Compensation committee discretion; company used six corporate metrics (financial goals, data assets, process improvements, personnel development) for execs broadly; Jackson participates in the Bonus Plan | As per employment agreement target (see Fixed Compensation) | Not disclosed for Jackson | Paid in cash after approval; must be employed through payment date unless otherwise determined |
| RSU | Nov 6, 2023 grant of 125,000 RSUs | Time-based (no performance metrics disclosed) | — | — | Vests over two years in equal quarterly installments starting on grant date, subject to continued service |
| Stock Options | May 2021 grant of 194,323 options | Time-based (no performance metrics disclosed) | — | — | 25% vests on first anniversary; remainder vests monthly over 36 months, subject to continued employment |
Equity Ownership & Alignment
- Role-based authority and controls: Jackson is designated proxy holder and frequently signs SEC filings on behalf of the company .
- Insider trading, hedging, and pledging: Sera’s insider trading policy prohibits short sales; using company securities to secure a margin or other loan; transactions involving straddles, collars or similar hedging devices; and trading in publicly-traded options; executive transactions require pre-clearance by the General Counsel . This effectively bans pledging/hedging and imposes process controls, aligning insider behavior with long-term holders .
- Clawback: Adopted October 2, 2023—company will seek recovery of excess incentive compensation from covered officers in the event of a required accounting restatement, regardless of fault .
- Management beneficial ownership: Aggregate totals for officers and directors include Jackson; as of March 31, 2025 the group held 1,639,997 common shares, 111,184 RSUs vesting within 60 days, and 3,866,788 options/warrants exercisable within 60 days; individual breakdown for Jackson not disclosed in proxy footnotes .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Original dated April 13, 2021; Amendment No.1 dated May 20, 2021 (bonus target increased to 35%); Amendment executed March 15–18, 2024 (affirming Annual Incentive participation and revising equity acceleration terms) |
| Severance / Change-of-control equity | If terminated without Cause or resigns for Good Reason: vesting accelerates on 37.5% of unvested equity; if such termination occurs within 30 days prior to or within 12 months after a Change of Control: vesting accelerates on 100% of unvested equity; subject to continued compliance and release requirements as set in agreement |
| Bonus plan eligibility | Annual Incentive Plan participation per employment agreement and amendments; target bonus specified in Fixed Compensation; determination at board/compensation committee discretion |
| Governance policies | Company-wide clawback policy adopted Oct 2, 2023; comprehensive insider trading policy with hedging/pledging prohibitions and pre-clearance |
| Pension/Deferred comp | Company discloses no qualified or non-qualified pension plans and no nonqualified deferred compensation plans |
Investment Implications
- Retention risk: The 125,000 RSUs granted Nov 6, 2023 vest quarterly over two years, creating near-term vesting through late 2025; this structure incentivizes retention but also creates periodic settlement events that may translate into routine Form 4 activity; underlying time-based options (May 2021) largely vesting through 2024–2025 further anchor retention .
- Alignment and governance: Prohibitions on hedging and pledging and pre-clearance requirements, combined with a clawback policy, reduce misalignment and discourage speculative trading, supporting long-term alignment with shareholders .
- Change-of-control dynamics: Full acceleration of unvested equity upon qualifying termination around a change-of-control could lessen retention “lock-in” precisely when continuity may be most valuable, potentially increasing executive mobility and affecting post-transaction integration; boards may need to consider retention packages if strategic alternatives arise .
- Pay-for-performance visibility: Cash bonus determinations are discretionary under the Bonus Plan; company disclosed use of six corporate metrics for executive bonuses in 2024, but Jackson-specific payout data was not provided; investors should monitor future proxy disclosures or 8-Ks for Jackson’s actual incentive outcomes to evaluate pay-performance linkage .