Joshua Phillips
About Joshua Phillips
Joshua Phillips (age 58) is an independent Class III director of Sera Prognostics, serving since January 2011. He is designated an “audit committee financial expert” and sits on both the Audit and Compensation Committees. Phillips is Managing Partner at Catalyst Health Ventures (CHV) with deep operating and board experience across life sciences; he holds an MBA from Harvard Business School and a B.E. in Electrical Engineering and Mathematics from Vanderbilt University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalyst Health Ventures (CHV) | Managing Partner | 2008–Present | Led investments and exits in diagnostics/medtech; extensive board leadership (Chair/Lead Director/Audit & Compensation roles) . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Conformal Medical, Inc. | Director | Private | Current private-company directorship . |
| Epitel, Inc. | Director | Private | Current private-company directorship . |
| EyeCool Therapeutics, Inc. | Director | Private | Current private-company directorship . |
| Esperto Medical, Inc. | Director | Private | Current private-company directorship . |
No other public-company directorships are disclosed in his SERA biography .
Board Governance
- Independence: Board determined Phillips is independent under Nasdaq standards; all Audit and Compensation Committee members are independent .
- Committee assignments (2025): Audit (member; financial expert), Compensation (member). Audit Committee chaired by Sandra A.J. Lawrence; Jeffrey T. Elliott joined in March 2025. Compensation Committee chaired by Kim Kamdar .
- Attendance: In 2024, each director attended at least 75% of Board and assigned committee meetings (9 Board; 15 committee meetings in aggregate) .
- Election results (engagement signal): At the 2024 Annual Meeting, Phillips received 11,492,162 votes FOR vs. 513,504 WITHHELD; broker non-votes 8,396,389 .
- Leadership structure: Chair and CEO roles are separated (Board Chair: Kim Kamdar; CEO: Zhenya Lindgardt) .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 55,000 | 49,025 |
| Committee/Chair Fees (within fees above) | Included per policy | Included per policy |
Director compensation policy (annual cash retainers):
- Board member $35,000; Chair $35,000; Lead Independent Director $15,000
- Audit: Chair $15,000; Member $7,500
- Compensation: Chair $10,000; Member $5,000
- Nominating & Governance: Chair $8,000; Member $4,000 .
Performance Compensation
| Equity Component | 2023 | 2024 | Vesting and Key Terms |
|---|---|---|---|
| Stock Awards (RSUs) – Grant-date Fair Value ($) | — | 60,000 | Subsequent Award generally split 50/50 options/RSUs; vests in 12 monthly installments over 1 year; options have 10-year term; strike = FMV at grant . |
| Option Awards – Grant-date Fair Value ($) | 120,000 | 60,000 | As above . |
| RSUs Outstanding (12/31/2024, #) | — | 3,559 | Director RSUs typically vest over 12 months for annual grants . |
| Options Outstanding (12/31/2024, #) | — | 223,489 | Director options typically vest monthly and expire in 10 years . |
Structural shift: Director equity moved from options-only in 2023 to a balanced mix of RSUs and options in 2024, reducing risk and enhancing alignment with share price levels .
Other Directorships & Interlocks
- No compensation committee interlocks: The Compensation Committee in 2024 comprised Kamdar (Chair), Phillips, and Barlow; none served as officers or employees of SERA, and no interlocks were disclosed .
- Investor designee rights exist for Baker Bros. (board nomination right at ≥19.9% voting power) and for Vivo under specified thresholds; these are broader board composition factors, not linked to Phillips .
Expertise & Qualifications
- Financial and operating expertise in diagnostics/medtech venture investing; designated Audit Committee Financial Expert .
- Prior leadership and transaction experience across diagnostics and devices; extensive board service and committee leadership .
- Education: MBA (Harvard Business School); B.E. Electrical Engineering & Mathematics (Vanderbilt) .
Equity Ownership
| Component (as of 3/31/2025) | Shares/Units |
|---|---|
| Directly held Class A common stock (Phillips) | 39,630 |
| Family trust holdings | 2,297 |
| RSUs vesting within 60 days | 1,186 |
| Options exercisable or exercisable within 60 days | 222,610 |
| Warrants (CHV LP) | 12,470 |
| Warrants (CHV Investments) | 19,558 |
| Warrants (CHV Follow-on Fund) | 1,856 |
| Total beneficial ownership | 299,607 shares; <1% of outstanding . |
- Hedging/pledging: Company policy prohibits short sales, margining/pledging, collars/hedges, and trading in public options on SERA stock; pre-clearance and blackout windows apply .
Governance Assessment
- Board effectiveness: Phillips strengthens financial oversight as an Audit Committee financial expert and Compensation Committee member; Board structure (separate Chair/CEO) supports independent oversight .
- Independence and engagement: Board deems him independent; attendance met or exceeded 75% threshold; strong shareholder support in 2024 election (11.49M FOR vs 0.51M WITHHELD) .
- Alignment: Meaningful equity exposure (options and RSUs) and continued beneficial ownership support investor alignment; the 2024 shift to RSU+option mix improves pay quality and reduces risk versus options-only .
- Potential conflicts/related-party exposure: Phillips is a managing member of CHV GP entities; CHV-affiliated funds hold SERA warrants reflected in his beneficial ownership. No specific related-party transactions involving Phillips were disclosed; Audit Committee (which includes Phillips) reviews material related-party transactions per charter. Monitoring is warranted for future financing or commercial transactions involving CHV-affiliated entities .
- Other RPTs on the board: Real Endpoints consulting arrangements relate to another director (Dr. Barlow), demonstrating the company’s practice of disclosing and reviewing such engagements .
RED FLAGS: None directly attributable to Phillips in the filings reviewed. No pledging/hedging disclosed; no interlocks; independence affirmed; robust shareholder support in last election .