Jane Barlow
About Jane F. Barlow, M.D.
Jane F. Barlow, age 64, is an independent Class I director of Sera Prognostics and has served on the board since April 2022; she is nominated for a new three-year term ending in 2028 . Dr. Barlow holds an M.D. (Creighton), M.P.H. (Johns Hopkins), and M.B.A. (University of Alabama); she is board-certified in occupational medicine and a fellow of the American College of Occupational and Environmental Medicine and the American College of Preventive Medicine . Her background includes senior roles in value-based health care, market access, and clinical strategy across CVS Health and Medco Health Solutions; she currently leads Jane Barlow & Associates, LLC and serves as EVP & Chief Clinical Officer at Real Endpoints . Sera’s board has determined she meets Nasdaq independence standards, and all members of the audit, compensation, and nominating/governance committees satisfy independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation | Associate Chief Medical Officer; Chief Medical Officer, Government Services | Prior role (dates not disclosed) | Implemented clinical strategies supporting drug purchasing, distribution, utilization management |
| Medco Health Solutions | Vice President of Clinical Innovation | Prior role (dates not disclosed) | Led adoption of therapeutic programs across pharmacy |
| Momenta Pharmaceuticals, Inc. | Director (prior to/during sale to Johnson & Johnson) | Prior role | Transaction experience through sale |
| Viracta Therapeutics, Inc. | Director | Prior role | Governance oversight |
| ContraFect Corporation | Director | Prior role | Governance oversight |
| TherapeuticsMD Inc. | Director | Prior role | Governance oversight |
| SilverScript Insurance Company | Director | Prior role | Governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jane Barlow & Associates, LLC | Chief Executive Officer | Since January 2017 | Consulting focused on value-based health care services |
| Real Endpoints LLC | Executive Vice President & Chief Clinical Officer | Since January 2017 | Market access advisory; payer engagement projects |
| Tufts Center for Biomedical System Design | Senior Advisor | Current | Projects on sustainable patient access to innovative therapies |
| Refactor Health | Advisory Board Member | Current | Advisory oversight |
| Pictet Asset Management | Biotech Advisory Board Member | Current | Advisory oversight |
Board Governance
- Committee assignments: Compensation Committee member; Nominating and Governance Committee member .
- Chair roles: None; Compensation Committee chaired by Dr. Kim Kamdar; Nominating and Governance Committee chaired by Dr. Marcus Wilson .
- Independence: Board determined eight of ten directors are independent; all members of audit, compensation, and nominating/governance committees satisfy independence standards; Barlow is independent under Nasdaq .
- Board attendance and engagement: In 2024, the board met nine times and committees met 15 times; each director attended at least 75% of applicable meetings .
- Years of service: Director since 2022; nominated to serve through 2028 if elected .
- Board leadership: Chair and CEO roles separated (Chair: Dr. Kim Kamdar); structure emphasizes independent oversight .
Fixed Compensation (Non-Employee Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer (policy) | $35,000 | Paid quarterly; non-employee board member |
| Committee Chair Fees (policy) | Audit $15,000; Compensation $10,000; N&G $8,000 | Chair receives chair fee, not member fee |
| Committee Member Fees (policy) | Audit $7,500; Compensation $5,000; N&G $4,000 | Paid in addition to board retainer |
| Barlow 2024 Cash Fees | $42,984 | Reflects committee memberships (not a chair) |
Performance Compensation (Equity; vesting/time-based)
| Component | Amount (USD) | Vesting Terms |
|---|---|---|
| 2024 Stock Awards (RSUs) | $60,000 | Annual “Subsequent Award” RSU portion vests in 12 equal monthly installments over 1 year |
| 2024 Option Awards | $60,000 | Annual “Subsequent Award” option portion vests in 12 equal monthly installments over 1 year; 10-year max term; strike at grant-date FMV |
| Initial Director Equity (policy) | $240,000 or 100,000 option equivalents | 36 equal monthly installments (options/RSUs split ~50/50) |
| Subsequent Annual Equity (policy) | $120,000 or 50,000 option equivalents | 12 equal monthly installments (options/RSUs split ~50/50) |
- No performance-conditioned metrics (e.g., TSR/EBITDA) are disclosed for director equity; director awards are time-based vesting per policy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Momenta Pharmaceuticals, Inc. | Public (historical) | Director | Prior role (no current interlock disclosed) |
| Viracta Therapeutics, Inc. | Public | Director (prior) | None disclosed |
| ContraFect Corporation | Public | Director (prior) | None disclosed |
| TherapeuticsMD Inc. | Public | Director (prior) | None disclosed |
| SilverScript Insurance Company | Private subsidiary | Director (prior) | CVS/Elevance ecosystem exposure |
| Real Endpoints LLC | Private | EVP & CCO | Active consulting relationship with SERA (see Related Party) |
| Refactor Health | Private | Advisory Board | None disclosed |
| Pictet Asset Management | Institutional | Biotech Advisory Board | None disclosed |
Expertise & Qualifications
- Value-based health care and market access leader, including payer strategy and clinical program design at CVS Health/Medco .
- Academic and advisory credentials across Tufts Center, Refactor Health, and Pictet’s Biotech Advisory Board .
- Medical and public health training (M.D., M.P.H.), occupational medicine board certification, and fellow status in key professional colleges .
Equity Ownership
| Measure | Shares | % Outstanding |
|---|---|---|
| Total Beneficial Ownership | 220,282 | <1% |
| Breakdown: Common Shares (direct) | 5,338 | — |
| Breakdown: RSUs vesting ≤60 days | 1,186 | — |
| Breakdown: Options exercisable ≤60 days | 213,758 | — |
- Anti-hedging/anti-pledging: Company policy prohibits short sales, margin loans, collars/hedging, and transactions in publicly traded options; pre-clearance required for trades by directors .
- No pledges by Dr. Barlow are disclosed; no loans from the company are disclosed .
Governance Assessment
- Strengths: Independent director with deep payer/access expertise; active on Compensation and Nominating/Governance committees; board separation of Chair/CEO enhances oversight; attendance at least 75% along with peers; director pay heavily equity-based (2024 cash $42,984 vs equity $120,000, ~74% equity), supporting alignment .
- Compensation committee practices: Independent membership (Kamdar, Phillips, Barlow) and use of independent consultant (Compensia); no compensation committee interlocks reported in 2024 .
- Policies: Clawback policy adopted Oct 2, 2023 under SEC/Nasdaq rules; robust insider trading and anti-hedging/pledging policy .
RED FLAGS
- Related-party exposure: Sera entered consulting agreements with Real Endpoints (where Barlow is EVP & CCO) for payer engagement, incurring $205,000 in 2024 and an additional agreement in 2025 for approximately $205,000 subject to milestones; audit committee approval policy governs such transactions, but this creates potential conflict-of-interest and perception risk if not rigorously managed (recusals, competitive terms, disclosure) .
- Investor influence: Baker Bros. holds nomination rights for an Investor Designee when ownership thresholds are met; while not directly tied to Barlow, concentrated holder rights can affect board dynamics and independence perceptions .
Director Compensation (Detail)
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $42,984 |
| Stock Awards (grant-date fair value) | $60,000 |
| Option Awards (grant-date fair value) | $60,000 |
| Total | $162,984 |
Committee Activity and Attendance (Board Level)
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 9 | Each director ≥75% meeting attendance |
| Audit Committee | 5 | Independent; chair Sandra A.J. Lawrence; financial experts present |
| Compensation Committee | 8 | Independent; chair Dr. Kim Kamdar; members include Dr. Barlow |
| Nominating & Governance Committee | 2 | Independent; members include Dr. Barlow |
Related Party Transactions (Conflict Review)
| Counterparty | Nature | Amount/Date | Governance Controls |
|---|---|---|---|
| Real Endpoints LLC | Consulting services: payer engagement (SOW #1) | $205,000 in 2024 | Related party transactions require audit committee pre-approval; policy described |
| Real Endpoints LLC | Additional services re: payer coverage post-PRIME results (SOW #2) | Approx. $205,000 in 2025 (milestone-based) | Same approval framework; Barlow is EVP & CCO at Real Endpoints |
- Company policy requires audit committee pre-approval of related party transactions ≥$120,000 and review of arm’s-length terms; Real Endpoints engagements are disclosed under these policies .
Equity Holdings Detail (as of Dec 31, 2024)
| Instrument | Quantity | Notes |
|---|---|---|
| Options (exercisable or within 60 days) | 213,758 | Director holdings at year-end |
| RSUs (vest ≤60 days) | 1,186 | Director holdings at year-end |
| Common Shares (direct) | 5,338 | Director holdings at year-end |
Compensation Structure Analysis
- Mix and alignment: 2024 director compensation is predominantly equity (RSUs/options totaling $120,000), reinforcing alignment with long-term shareholder outcomes; cash fees are modest relative to equity .
- Vesting terms: Subsequent annual director awards vest monthly over 12 months; options carry a 10-year term and are struck at fair market value on grant date; initial awards vest over 36 months .
- No director performance metrics: Director equity is time-based; no TSR/financial performance conditions disclosed for director grants .
Employment & Contracts (Director)
- No separate employment contracts for non-employee directors are disclosed; compensation governed by the non-employee director compensation policy .
Say-on-Pay & Shareholder Feedback
- Not applicable to director-specific report; executive say-on-pay and voting outcomes are not detailed in director sections of the proxy .
Compensation Committee Analysis
- Composition: Independent members (Kamdar, Barlow, Phillips); Barlow is an active member .
- Consultant: Compensia engaged to benchmark practices and levels; committee retains decision authority .
- Interlocks: No compensation committee interlocks or insider participation in 2024; none of the members served as officers or employees of the company .
Governance Implications for Investors
- Barlow’s payer/access expertise is directly relevant to Sera’s commercialization and reimbursement strategy, supporting board effectiveness on compensation and governance matters .
- The Real Endpoints consulting relationship is a material related-party transaction that warrants ongoing scrutiny; investors should monitor disclosures on approvals, recusal practices, pricing, deliverables, and audit committee oversight to mitigate conflict risk .
- Strong policies (clawback, insider trading/anti-hedging) and equity-heavy director pay are positive alignment signals; board/committee independence and attendance support governance quality .