John Boniface
About John Boniface
John J. Boniface, Ph.D., age 63, is Chief Scientific Officer (CSO) of Sera Prognostics and has served in this role since November 2011 following a brief period as VP of Research (September–November 2011). He leads product and technology development, with prior roles as scientist and program director across multiple biotech companies. He holds a Ph.D. in Biochemistry (Albany Medical College), a B.S. in Biochemistry (UMass Amherst), and completed post-doctoral work in Microbiology & Immunology at Stanford School of Medicine . Company-level TSR or revenue/EBITDA growth tied to his tenure is not disclosed in the proxy; bonus outcomes for 2024 were based on six corporate metrics (financial goals, data assets, process improvements, personnel development) blended with departmental targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Myrexis Inc. | Scientist / Program Director | — | Protein discovery, small molecule and immunotherapeutic drug development |
| Myriad Genetics Inc. | Scientist / Program Director | — | Drug development programs; relevant diagnostics domain experience |
| Prolexys Pharmaceuticals | Scientist / Program Director | — | Protein discovery focus |
| Eos Biotechnology | Scientist / Program Director | — | Immunotherapeutic drug development |
Years not disclosed in the proxy .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University School of Medicine | Post-doctoral scholar (Dept. of Microbiology & Immunology) | — | Advanced research training; immunology expertise |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 345,100 | 358,904 |
| Target Bonus % of Salary (for 2024) | 20% (reduced in Nov 2023) | 20% (adjusted target for 2024) |
| Target Bonus % of Salary (2025 policy) | Restored to 40% | Restored to 40% |
Performance Compensation
| Component | Metric(s) | Target | Actual | Payout ($) | Payout vs Target | Vesting / Timing |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Six corporate metrics (financial goals, data assets, process improvements, personnel development) + departmental metrics (new product development, data asset enhancement, commercial lab processes) | 20% of base salary (adjusted) | 82% of target | 58,578 | 82% | Lump sum post-year-end approval |
| Performance Stock/PSUs | Not disclosed | — | — | — | — | — |
No PSUs or performance-based equity awards for Dr. Boniface are disclosed; equity awards are time-based RSUs and options .
Multi-Year Compensation Summary (Fiscal)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 398,490 | 358,904 |
| Stock Awards ($) | 316,480 | — |
| Option Awards ($) | 88,160 | — |
| Non-Equity Incentive Plan ($) | 55,633 | 58,578 |
| All Other Compensation ($) | 13,200 | 13,800 |
| Total ($) | 871,963 | 431,282 |
Equity Ownership & Alignment
| Ownership Metric (as of 3/31/2025) | Value |
|---|---|
| Total Beneficial Ownership (shares) | 551,293 |
| Ownership % of Shares Outstanding | 1.4% |
| Direct Shares Owned | 65,915 |
| RSUs Vesting within 60 Days | 15,625 |
| Options Exercisable or within 60 Days | 469,753 |
| Pledging/Hedging Policy | Prohibits short sales, margin/loan pledging, collars/hedging, and trading in publicly traded options |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Type | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | Vesting Terms |
|---|---|---|---|---|---|---|---|---|
| 5/18/2017 | Option | 112,945 | — | 1.98 | 5/28/2027 | — | — | N/A |
| 6/26/2017 | Option | 22,042 | — | 1.98 | 6/26/2027 | — | — | N/A |
| 2/27/2020 | Option | 154,064 | — | 1.77 | 2/27/2030 | — | — | N/A |
| 3/8/2021 | Option | 72,971 | 4,865 | 5.32 | 3/8/2031 | — | — | Options vest 1/48 monthly over 4 years |
| 3/23/2022 | Option | 65,416 | 56,289 | 3.75 | 3/23/2032 | — | — | 15% yr1, 20% yr2, 25% yr3, 40% yr4 monthly |
| 3/6/2023 | Option | 15,269 | 19,631 | 3.80 | 3/6/2033 | — | — | 1/48 monthly over 4 years |
| 3/6/2023 | RSU | — | — | — | — | 16,575 | 134,921 (at $8.14 close) | 1/4 annually over 4 years |
| 11/6/2023 | RSU | — | — | — | — | 62,500 | 508,750 (at $8.14 close) | 1/8 quarterly over 2 years |
At 12/31/2024 close price $8.14, Dr. Boniface’s option strikes ($1.77–$5.32) were in-the-money .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (Non-CIC) | If terminated without cause or for Good Reason: lump sum equal to 6 months of base salary paid on the 60th day post-termination; health insurance reimbursement until the earliest of 12 months post-termination, COBRA expiration, or new coverage eligibility; 37.5% acceleration of unvested equity . |
| Change-of-Control (CIC) | If terminated without cause or for Good Reason within 30 days prior to or within 12 months after a CIC: 100% acceleration of all unvested equity . |
| Death/Disability | If no insurance benefits and Company has achieved $10,000,000 in annual gross revenue (historically, not necessarily in the current year): lump sum equal to 6 months of base salary . |
| Clawback | Company-wide clawback policy adopted Oct 2, 2023 to recover excess incentive compensation upon required accounting restatements, regardless of fault; applies to covered officers . |
| Insider Trading | Prohibits short sales, margin loans/pledging, collars/hedging, and trading in publicly traded options; pre-clearance required; quarterly blackouts . |
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus paid at 82% of target (target 20% of salary) indicates achievements against defined corporate and departmental metrics; 2025 target bonus restored to 40%, increasing at-risk pay leverage for execution outcomes .
- Retention and selling pressure: Significant time-based RSUs vesting quarterly (62,500 over two years) and annually (16,575 over four years) plus in-the-money options expiring 2027–2033 could create periodic selling windows; insider policy mitigates hedging/pledging risk .
- Change-of-control economics: Double-trigger 100% equity acceleration in CIC (30 days before to 12 months after) creates meaningful optionality; non-CIC severance at 6 months’ salary plus 37.5% equity acceleration provides baseline retention economics .
- Skin-in-the-game: 551,293 shares beneficially owned (1.4% of outstanding), with 469,753 options exercisable within 60 days of 3/31/2025 and 15,625 RSUs vesting within 60 days, demonstrating substantial equity exposure; policy prohibits pledging/hedging, supporting alignment .
Overall, compensation structure blends moderate cash with substantial equity exposure and standard biotech CIC protections; bonus metrics tied to financial and operational milestones suggest clear performance levers, while time-based vesting and option moneyness may influence trading cadence around vest dates and expirations .