Kim Kamdar
About Kim Kamdar
Independent director since 2011; Board Chair since May 2023. Age 57; Ph.D. in biochemistry and genetics (Emory University) and B.A. from Northwestern University. Background includes Partner at Domain Associates (venture capital), former Kauffman Fellow (MPM Capital), and research director at Novartis; extensive board experience across life sciences and diagnostics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domain Associates, LLC | Partner, Managing Member | 2005–present | Life sciences VC; investment oversight; holder of SERA shares via Domain |
| Novartis AG | Research Director | Prior to 2005 | R&D leadership in pharma |
| MPM Capital | Kauffman Fellow | Prior to 2005 | Venture training and investing |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Seraphina Therapeutics | Chair of Board | Current | Private | Nutrition/biotech board leadership |
| Truvian Sciences, Inc. | Chair of Board | Current | Private | Diagnostics board leadership |
| Evofem Biosciences, Inc. | Director | Current | Public | Women’s health; public company director |
| Singular Genomics Systems | Director | Current | Public | Genomics tools; public company director |
| Alume Biosciences; Pleno, Inc. | Director | Current | Private | Diagnostics/tech boards |
| Scripps Medicine CTSA (NIH-supported) | Advisory Board Member | Current | — | Advisory role under Dr. Eric Topol |
Board Governance
- Board Chair and independent director; Compensation Committee Chair; committee member independence affirmed under Nasdaq rules .
- Committee memberships: Compensation (Chair); board separates Chair and CEO roles, enhancing independent oversight and agenda setting .
- Attendance: In 2024, board met 9 times; committees met 15 times; every director attended at least 75% of applicable meetings .
- Years of service: Director since 2011; Board Chair since May 2023 .
- Clawback and insider trading policies: SEC/Nasdaq-compliant clawback adopted Oct 2, 2023; strict prohibitions on hedging, short sales, pledging, and derivatives; pre-clearance and blackout procedures in place .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees (USD) | $72,582 | $80,000 |
| Committee/Chair fees framework | Board Member $35,000; Board Chair +$35,000; Comp Chair +$10,000; Comp Member $5,000; Audit Member $7,500; Nom/Gov Chair $8,000; Nom/Gov Member $4,000 | Same program; chairs receive Chair fee only (not member fee) |
| Total director equity grant policy (Subsequent Award) | $120,000 grant date fair value split between options and RSUs; or 50,000 option equivalents; 12 monthly vesting | Same policy |
Performance Compensation
Time-based equity for non-employee directors; no performance-conditioned metrics disclosed.
| Equity Grants | 2023 | 2024 | Vesting Schedule |
|---|---|---|---|
| Option awards (grant date fair value) | $120,000 | $60,000 | Subsequent Awards vest monthly over 12 months; max 10-year term; exercise price at FMV |
| RSU awards (grant date fair value) | — | $60,000 | Subsequent Awards RSUs typically vest in 12 monthly installments |
| Outstanding Equity (as of 12/31/2024) | Amount | Notes |
|---|---|---|
| Options (shares) | 223,489 | |
| RSUs (shares) | 3,559 |
Other Directorships & Interlocks
- Domain Associates’ shareholding in SERA (30,920 shares) is attributed to Dr. Kamdar as a managing member; she disclaims beneficial ownership beyond pecuniary interest. Board independence determinations considered such relationships .
- No related-party transactions disclosed involving Dr. Kamdar; Real Endpoints consulting (and related fees) relates to Dr. Barlow, not Kamdar .
Expertise & Qualifications
- Venture capital, diagnostics, genomics, and biotech governance expertise; prior pharma R&D leadership at Novartis; advisory role on NIH-supported clinical translational program .
- Deep board governance experience across public and private companies; long-tenured SERA director providing continuity .
Equity Ownership
| Beneficial Ownership (as of 3/31/2025) | Shares | % Outstanding | Components |
|---|---|---|---|
| Kim Kamdar, Ph.D. | 266,683 | <1% | Domain Associates: 30,920; Direct: 11,967; RSUs vesting within 60 days: 1,186; Options exercisable within 60 days: 222,610 |
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| 2024-06-06 | 2024-06-07 | Award (RSU) | 7,117 | $0.00 | 13,746 | Class A Common | https://www.sec.gov/Archives/edgar/data/1534969/000153496924000133/0001534969-24-000133-index.htm |
| 2024-06-06 | 2024-06-07 | Award (Option) | 10,549 | $8.43 | 10,549 | Stock Option | https://www.sec.gov/Archives/edgar/data/1534969/000153496924000133/0001534969-24-000133-index.htm |
| 2025-06-05 | 2025-06-06 | Award (RSU) | 15,596 | $0.00 | 29,342 | Class A Common | https://www.sec.gov/Archives/edgar/data/1534969/000095017025083335/0000950170-25-083335-index.htm |
| 2025-06-05 | 2025-06-06 | Award (Option) | 25,000 | $1.60 | 25,000 | Stock Option | https://www.sec.gov/Archives/edgar/data/1534969/000095017025083335/0000950170-25-083335-index.htm |
Alignment and safeguards:
- Prohibition on hedging, short sales, pledging/margin loans, collars, and public options trading in company securities for directors and employees .
- Clawback policy adopted Oct 2, 2023 for incentive compensation recovery upon restatement .
Governance Assessment
- Strengths: Independent Board Chair; separation of Chair/CEO roles; experienced Compensation Committee Chair; strong governance policies (clawback and anti-hedging); consistent meeting attendance .
- Pay structure: Cash fees consistent with role (Board Chair + Compensation Chair); equity mix shifted from options-only in 2023 to a balanced RSU/option grant in 2024, improving alignment through stock ownership .
- Ownership: Material option holdings and modest RSU/common share balances provide upside alignment; total beneficial ownership <1% limits potential control influence .
- Potential conflicts and monitoring:
- Domain Associates’ shareholding and Dr. Kamdar’s managing member status present an affiliation to monitor; board independence review considered these relationships and affirmed independence for committee service .
- Concentration of influence as both Board Chair and Compensation Committee Chair may warrant ongoing attention to pay-setting processes and use of independent consultants (Compensia engaged) .
- RED FLAGS (awareness, not breaches):
- Dual role as Board Chair and Compensation Committee Chair concentrates governance authority over agenda-setting and pay decisions .
- Affiliation with a shareholder (Domain Associates) requires continued oversight to avoid related-party influence; currently no related-party transactions disclosed for Kamdar .
Overall signal: Governance practices and independence determinations support investor confidence; oversight focus should remain on compensation governance given dual chair roles and VC affiliation, with mitigating factors including independent committee membership, external consultant input, and anti-hedging/clawback protections .