Gregory Critchfield
About Gregory C. Critchfield
Gregory C. Critchfield, M.D., M.S., age 73, is a Class III director of Sera Prognostics, serving on the board since 2010. He is a veteran diagnostics executive, previously Chairman, President and CEO of Sera (2011–2023), now holding external leadership roles while remaining a director at Sera. His education includes a B.S. in Microbiology (Brigham Young University), an M.S. in Biophysical Sciences (University of Minnesota), and an M.D. (University of Utah College of Medicine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Myriad Genetic Laboratories (subsidiary of Myriad Genetics, Inc.) | President | 1998–2010 | Launched 7 molecular diagnostic products; scaled revenue from $2.2M to $326.5M |
| Quest Diagnostics (formerly Corning Clinical Laboratories) | Senior Vice President, Chief Medical and Science Officer | Not disclosed | Senior medical/science leadership in clinical labs |
| Intermountain Health Care | Director of Clinical Pathology | Not disclosed | Led clinical pathology operations |
| NIH Biomedical Computing Study Sections | Reviewer and Study Section Chair | ~15 years (cumulative) | Federal peer review leadership in biomedical computing |
External Roles
| Organization | Role | Start Date | Focus |
|---|---|---|---|
| RefloDx, Inc. | Executive Chair, Board of Directors | Aug 2024 | Medical device company |
| EarlyDiagnostics, Inc. | Co-CEO | Jan 2024 | Liquid biopsy tests for early cancer detection and precision medicine |
Additional prior board service: Saladax Biomedical Inc., BioTrove Inc., Biocius Life Sciences, Inc., Integrated Diagnostics, Inc., Nodality, Inc., Metamark Genetics, Inc., Lantos Technologies, Condor Therapeutics, Inc., Epic Sciences, Inc. (noted as past service; current public company directorships not disclosed) .
Board Governance
- Independence: The board determined Dr. Critchfield is not independent under Nasdaq rules (former executive), alongside the CEO; all other directors are independent .
- Committee assignments: No audit, compensation, or nominating/governance committee memberships indicated for Dr. Critchfield .
- Attendance: In 2024, the board met nine times; committees met 15 times; each director attended at least 75% of aggregate board and committee meetings for which they served .
- Board structure: Separate Chair (Kim Kamdar, Ph.D.) and CEO; majority independent board; risk oversight distributed across committees .
Fixed Compensation
| Component | Amount/Policy | 2024 Value (Dr. Critchfield) |
|---|---|---|
| Cash fees (retainers, committee fees) | Non-employee director cash program; paid quarterly and prorated | $19,904 |
| Cash retainer schedule (policy) | Board Member $35,000; Board Chair +$35,000; Lead Independent Director +$15,000; Audit Chair +$15,000; Audit Member +$7,500; Compensation Chair +$10,000; Compensation Member +$5,000; Nominating Chair +$8,000; Nominating Member +$4,000 | Policy applies; specific role fees for Critchfield not disclosed beyond total cash |
Performance Compensation
| Equity Type | 2024 Grant Value | Vesting Terms (Policy) | Notes |
|---|---|---|---|
| RSUs | $60,000 (grant date fair value) | “Subsequent Award” vests in 12 equal monthly installments over 1 year; “Initial Award” vests in 36 equal monthly installments over 3 years | Annual grants intended with roughly equal split between options and RSUs |
| Stock Options | $60,000 (grant date fair value) | 10-year term; exercise price = FMV at grant; vesting per “Initial” or “Subsequent” award structures | Options and RSUs typically granted at annual meeting to continuing directors |
Company-wide clawback policy adopted Oct 2, 2023, to recover excess incentive compensation in the event of an accounting restatement (SEC/Nasdaq-compliant) .
Other Directorships & Interlocks
| Company/Entity | Type | Relationship/Role | Potential Interlock/Conflict |
|---|---|---|---|
| EarlyDiagnostics, Inc. | Private | Co-CEO | Adjacent diagnostics domain (oncology liquid biopsy); no disclosed Sera overlap/conflicts |
| RefloDx, Inc. | Private | Executive Chair | Medical device; no disclosed Sera overlap/conflicts |
| Various past companies (e.g., Saladax, Biocius, Integrated Diagnostics, Epic Sciences) | Mostly private | Past director | No current interlock disclosed |
Expertise & Qualifications
- Diagnostics leadership track record (Myriad product launches; revenue scale-up) and senior clinical lab leadership (Quest, Intermountain) .
- Scientific governance experience (NIH study sections) .
- Degrees: B.S. Microbiology (BYU), M.S. Biophysical Sciences (University of Minnesota), M.D. (University of Utah) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 1,641,573 | 4.3% of outstanding Class A+Class B as of Mar 31, 2025 |
| Directly held | 174,659 | Shares in Dr. Critchfield’s name |
| Family trust | 630,832 | Critchfield Family Trust; Dr. Critchfield is Trustee |
| RSUs (vesting within 60 days of 3/31/2025) | 1,186 | Counted as beneficial under SEC rules |
| Warrants (exercisable within 60 days) | 8,824 | Counted as beneficial |
| Options (exercisable within 60 days) | 826,072 | Counted as beneficial |
| Options held (12/31/2024 snapshot) | 826,951 | Option holdings as of year-end 2024 |
| RSUs held (12/31/2024 snapshot) | 3,559 | RSU holdings as of year-end 2024 |
Hedging/pledging prohibitions: Company insider trading policy prohibits short sales, margin loans/pledging, collars and similar hedging; options in public markets not granted by the company are prohibited . No share pledging by Dr. Critchfield is disclosed.
Governance Assessment
- Independence and committee roles: Dr. Critchfield is a non-independent director due to prior executive service and holds no committee seats, mitigating risks of non-independent influence over audit or compensation decisions .
- Alignment: Material ownership (4.3%) and substantial option position support alignment with long-term equity value creation, though RSUs increase certainty of equity delivery relative to options .
- Attendance and oversight: Meets attendance expectations, with board and committee activity levels appropriate for a development-stage diagnostics company .
- Conflicts: No related-party transactions disclosed for Dr. Critchfield; external roles in adjacent diagnostics appear non-overlapping with Sera’s pregnancy risk test focus. Company policies restrict hedging/pledging, reducing misalignment risks .
- Director compensation: Mix of cash retainer plus equity (~$120k split between options and RSUs annually) is conventional for small-cap biotech; equity vesting schedules promote retention and ongoing service .
RED FLAGS: Non-independence designation may concern some investors if former executives maintain significant influence; however, lack of committee roles limits direct governance control. No attendance or pay anomalies; no related-party transactions involving Dr. Critchfield disclosed .
Appendix: Company Director Compensation Policy (for reference)
| Position | Annual Cash Retainer |
|---|---|
| Non-Employee Board Member | $35,000 |
| Chair of the Board | $35,000 (additional) |
| Lead Independent Director | $15,000 (additional) |
| Audit Chair / Member | $15,000 / $7,500 |
| Compensation Chair / Member | $10,000 / $5,000 |
| Nominating/Governance Chair / Member | $8,000 / $4,000 |
Annual equity awards for continuing non-employee directors: $120,000 grant date fair value, split roughly equally between options and RSUs (Subsequent Award), vesting monthly over 12 months; initial director awards: $240,000 or 100,000 option equivalents with 36-month vesting .