Paul Kearney
About Paul Kearney
Paul Kearney, Ph.D., age 57, has served as Sera Prognostics’ Chief Data Officer since October 2021, leading initiatives at the intersection of healthcare, data science, and innovation . He holds a Ph.D. in computer science from the University of Toronto and has published over 100 papers and been awarded over 12 patents . Company fundamentals during his tenure show modest revenue in 2022–2023 followed by a decline in 2024 and consistently negative EBITDA; see table below for detail (with S&P Global disclaimer for EBITDA)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Data Incites | Chief Executive Officer | Aug 2018 – Feb 2022 | Led consulting focused on healthcare data science; built integrated teams and evidence for outcomes . |
| Integrated Diagnostics (acquired by Biodesix) | Chief Science Officer | Sep 2009 – Jul 2018 | Developed and commercialized breakthrough products; bioinformatics and proteomics leadership . |
| Institute for Systems Biology | Senior Vice President of Special Projects | — | Led special projects advancing systems biology applications in healthcare . |
| Caprion (now CellCarta) | Vice President of Bioinformatics | — | Advanced bioinformatics capabilities for proteomics-driven products . |
| Bioinformatics Solutions | Vice President of Science | — | Guided scientific strategy and product development in bioinformatics . |
| AllerGenis | Vice President of Product Development | — | Developed technological products in bioinformatics/proteomics and allergy diagnostics . |
| University of Waterloo | Computer Science Faculty (Member) | — | Academic role contributing to computer science research and education . |
External Roles
No current public-company directorships disclosed for Dr. Kearney; academic and prior industry roles noted above (University of Waterloo faculty member) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 407,445 | — | 56,883 | Salary reduced 15% effective Nov 6, 2023; 2023 annual base (pro-rated) referenced elsewhere as $352,857 under reduction disclosure . |
| 2024 | 391,340 | 20% (adjusted) | 63,594 | Bonus based on six corporate metrics plus department metrics; paid in single lump sum approved Mar 2025 . |
| 2025 (target) | — | 40% (restored) | — | Target bonus restored to 40% of base salary in 2025 . |
- Base salary levels for 2023 and 2024 also disclosed as $352,857 and $426,075 in employment arrangement section (reflecting timing and reduction impacts) .
- “All Other Compensation” includes 401(k) matching; $13,800 in 2024 and $12,414 in 2023 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Incentive Plan (2024) | Committee discretion; six corporate metrics blended with department metrics | 20% of base salary (adjusted) | 82% of target achieved | $63,594 cash | Paid in single lump sum; approved Mar 5–6, 2025 . |
- Metrics covered financial goals, data asset development/enhancement, process improvements, and personnel development .
- Committee has discretion to increase/reduce/eliminate awards and bonus pool; employment through payment date required .
Equity Ownership & Alignment
| Component | Amount | Detail/Status |
|---|---|---|
| Shares held directly | 101,915 | Common stock owned by Dr. Kearney . |
| RSUs vesting within 60 days (as of Mar 31, 2025) | 15,625 | Near-term supply from time-based RSUs . |
| Options exercisable or becoming exercisable within 60 days | 226,981 | In-the-money status not disclosed; exercise price details below . |
| Total beneficial ownership | 344,521 | Less than 1% of outstanding shares; company had 37,663,771 shares outstanding . |
| Pledging/Hedging | Prohibited | Insider trading policy forbids short sales, margin pledging, hedging devices, and publicly traded options; pre-clearance and blackout procedures apply . |
Outstanding Equity Awards at December 31, 2024 (Kearney)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 12/11/2015 | 34,189 | — | 1.62 | 12/11/2025 | Legacy grant; schedule not restated in proxy . |
| 5/18/2017 | 36,075 | — | 1.98 | 5/18/2027 | Legacy grant; schedule not restated in proxy . |
| 3/8/2021 | 24,050 | — | 5.32 | 3/8/2031 | Legacy grant; schedule not restated . |
| 11/1/2021 | 84,708 | 22,292 | 10.33 | 11/1/2031 | 25% at 1-year from 10/1/2021, then monthly over 36 months . |
| 3/23/2022 | 16,354 | 14,072 | 3.75 | 3/23/2032 | 15% yr1, 20% yr2, 25% yr3, 40% yr4 monthly installments . |
| 3/6/2023 | 11,069 | 14,231 | 3.80 | 3/6/2033 | 1/48 monthly over 4 years . |
| RSU Grant | Units Unvested (#) | Market Value ($) at 12/31/24 | Vesting Schedule |
|---|---|---|---|
| 3/6/2023 RSUs | 12,000 | 97,680 | 1/4 annually over four years . |
| 11/6/2023 RSUs | 62,500 | 508,750 | 1/8 quarterly over two years . |
- Market values based on Class A close price $8.14 on Dec 31, 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Effective Oct 1, 2021; Amendment No. 1 dated Mar 18, 2024 . |
| Initial equity award | Option to purchase 107,000 shares; 25% vest at 1-year, remaining monthly over 36 months; incentive stock option to maximum extent under IRC §422 . |
| Severance (non-CoC) | Lump sum equal to 6 months base salary, paid on 60th day post-termination; health insurance reimbursement up to 12 months/COBRA/new coverage; 37.5% acceleration of unvested equity . |
| Change-of-control (CoC) | If termination occurs within 30 days prior to or within 12 months after a CoC, 100% acceleration of unvested equity . Separate provision: 37.5% acceleration if award terminated or cashed out in CoC per plan sections . |
| Death/Disability | If no insurance benefits and company has previously achieved $10,000,000 in annual gross revenue, lump sum equal to six months base salary . |
| Non-compete / confidentiality | Company policy requires employees to enter into invention, non-disclosure, and non-compete agreements; specific durations not disclosed . |
| Clawback | Clawback Policy adopted Oct 2, 2023 to recover excess incentive compensation upon accounting restatement, regardless of fault . |
| Hedging/Pledging | Prohibited activities include short sales, margin loans, hedging devices, and publicly traded options; trading blackouts and pre-clearance by General Counsel apply . |
Company Performance During Kearney’s Tenure
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | 82,000 | 268,000 | 306,000 | 77,000 |
| EBITDA ($USD) | -34,736,000* | -44,896,000* | -38,921,000* | -35,821,000* |
*Values retrieved from S&P Global.
Compensation Summary (NEO Table Extract)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 391,340 | 378,308 | — | 63,594 | 13,800 | 847,042 |
| 2023 | 407,445 | 293,300 | 63,910 | 56,883 | 12,414 | 833,952 |
Compensation Committee Analysis
- Compensation Committee members: Kim Kamdar, Ph.D. (Chair), Jane Barlow, M.D., Joshua Phillips; all independent and non-employee directors under Nasdaq and Rule 16b-3 .
- Committee met eight times in 2024; engages Compensia as independent compensation consultant; CEO provides input on other executive compensation (excluding her own) .
Investment Implications
- Alignment and retention: Kearney holds a meaningful option portfolio with long-dated expirations and staged vesting, plus RSU grants vesting quarterly and annually; severance is modest (six months base), but equity accelerates 37.5% on regular termination and 100% upon qualifying CoC termination, supporting retention yet creating potential CoC acceleration sensitivity .
- Selling pressure: 15,625 RSUs vest within 60 days of Mar 31, 2025, and options totaling 226,981 are/will be exercisable within 60 days—indicating near-term potential supply; hedging/pledging is prohibited, reducing alignment risk from collateralization .
- Pay-for-performance: 2024 bonus paid at 82% of an adjusted 20% target, with committee discretion across corporate and departmental metrics; revenue fell in FY 2024 ($77k) vs FY 2023 ($306k), and EBITDA remained negative throughout his tenure, suggesting incentives emphasize strategic/corporate progress over near-term P&L .
- Governance safeguards: Clawback policy compliant with SEC/Nasdaq and strict insider trading restrictions (pre-clearance, blackouts, no hedging/pledging) mitigate misalignment and compliance risks .