Jeffrey Elliott
About Jeffrey T. Elliott
Independent director (Class II) at Sera Prognostics since March 20, 2025; age 47. Former CFO of Exact Sciences (2016–2024), now Senior Advisor at Boston Consulting Group (since Aug 2024) and director at Quanterix (since Aug 2024); prior board service at Exagen (2019–2021). Education: B.A. in Business Administration (University of Illinois), MBA (Chicago Booth), CFA charterholder. Board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences Corporation | Chief Financial Officer; previously VP, BD & Strategy | CFO Nov 2016–Aug 2024; VP Jun–Nov 2016 | Helped scale finance/operations at leading diagnostics company |
| Robert W. Baird & Co. | Senior Equity Research Analyst (healthcare: diagnostics/tools) | Jun 2012–Jun 2016 (with firm 2007–2016) | Capital markets and coverage expertise |
| Walgreens | Supply chain role | Earlier career | Operations exposure |
| Cap Gemini Ernst & Young | Senior Consultant | Earlier career | Strategy/operations consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Aug 2024–present | Strategic advisory in healthcare/diagnostics |
| Quanterix Corporation (public) | Director | Aug 2024–present | Diagnostics/tools industry governance |
| Exagen Inc. (public) | Director | Mar 2019–Jul 2021 | Diagnostics governance experience |
Board Governance
- Class/term: Class II; current term expires at 2026 annual meeting. Board size to be nine after 2025 meeting. Chair role separated from CEO.
- Independence: Board affirms Elliott is independent; 8 of 10 directors independent overall.
- Committee assignments: Audit Committee member (joined Mar 20, 2025); designated an “audit committee financial expert.” Audit Committee members: Lawrence (Chair), Elliott, Phillips, Trimble.
- Attendance: In FY2024, the board met 9 times; all directors (serving in 2024) attended at least 75% of board and committee meetings. Elliott joined in 2025, so 2024 attendance not applicable.
- Investor nomination rights: Baker Bros. can nominate one director when owning ≥19.9% voting power (subject to timing restrictions), potentially influencing board composition.
- Clawback and trading policies: Clawback policy adopted Oct 2, 2023; insider trading policy prohibits short sales, hedging, margin/pledging by directors and employees.
Fixed Compensation
| Element | Amount (USD) |
|---|---|
| Annual retainer – Non-employee director | $35,000 |
| Board Chair (non-employee) | $35,000 |
| Lead Independent Director | $15,000 |
| Audit Committee – Chair / Member | $15,000 / $7,500 |
| Compensation Committee – Chair / Member | $10,000 / $5,000 |
| Nominating & Governance – Chair / Member | $8,000 / $4,000 |
Notes:
- Paid quarterly in arrears; chairs receive chair fee only (no additional member fee) for that committee.
- Elliott had no 2024 director compensation (joined March 20, 2025).
Performance Compensation
| Equity Award | Target Size | Vehicle Mix | Vesting | Terms |
|---|---|---|---|---|
| Initial Award (upon joining) | Lesser of $240,000 grant date fair value or 100,000 option equivalents | Approximately 50% options / 50% RSUs (unless board determines otherwise) | 36 equal monthly installments (3 years) | Options 10-year term, FMV strike; granted under 2021 EIP |
| Subsequent Annual Award | Lesser of $120,000 grant date fair value or 50,000 option equivalents | Approximately 50% options / 50% RSUs (unless board determines otherwise) | 12 equal monthly installments (1 year) | Granted at annual meeting if ≥6 months of service |
- Elliott’s beneficial ownership shows initial 2025 equity allocated (1,696 RSUs vesting within 60 days, 2,631 options exercisable/vesting within 60 days as of March 31, 2025), consistent with the initial award structure.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Quanterix Corporation | Public (life science tools/diagnostics) | Director | Adjacent diagnostics/tools; no Sera related-party transactions disclosed. Monitor for competitive overlaps as Sera scales. |
| Exagen Inc. | Public (diagnostics) | Former Director (2019–2021) | Historical role; no current conflict at Sera. |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; deep CFO experience in diagnostics; CFA charterholder.
- Capital markets and strategy: Former equity research analyst (diagnostics/tools), senior consulting experience.
- Industry: Extensive diagnostics operating and board experience (Exact Sciences, Quanterix, Exagen).
Equity Ownership
As of March 31, 2025:
- Beneficial ownership: 4,327 shares (comprised of 1,696 RSUs vesting within 60 days and 2,631 options exercisable/vesting within 60 days).
- Hedging/pledging: Company policy prohibits short sales, hedging, and use of company stock for margin/loans by directors and employees.
Governance Assessment
Strengths
- Adds CFO-level diagnostics and capital markets depth; designated audit committee financial expert immediately upon joining, strengthening financial oversight.
- Independent director with no disclosed related-party transactions involving Elliott; equity retainer structure aligns director pay with shareholder value via options/RSUs with multi-year vesting.
- Insider trading policy bars hedging/pledging; board- and exchange-compliant clawback adopted, supporting governance rigor.
Watch items / Potential conflicts
- Concurrent Quanterix directorship creates adjacency in diagnostics/tools; no conflicts disclosed, but monitor for competitive overlap or shared counterparties as Sera commercializes.
- Board investor-rights dynamics (Baker Bros. nomination right) can influence composition; ensure continued balance of independence and relevant expertise on committees.
No red flags identified specific to Elliott regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies based on current disclosures.