Sandra Lawrence

About Sandra A.J. Lawrence

Independent director (Class II) at Sera Prognostics since November 2021; age 67; current term expires at the 2026 annual meeting. She chairs the Audit Committee and is designated an “audit committee financial expert” by the board; the board has determined she is independent under Nasdaq standards. Education: B.A. in Psychology (Vassar), M.Arch (MIT), M.B.A. (Harvard Business School). Prior roles include EVP & CFO (2005–2016) and EVP & Chief Administrative Officer (2016–Feb 2019) at Children’s Mercy Hospital. External public boards: Evergy, Inc. (Compensation & Leadership Development Committee Chair; member and past-chair of Nominating, Governance & Corporate Responsibility) and Brixmor Property Group (Audit Committee Chair). She also serves as trustee of Macquarie Funds and on the national board of NACD.

Past Roles

External Roles

Board Governance

• Committee assignments at Sera: Audit Committee Chair; members include Sandra A.J. Lawrence (Chair), Jeffrey T. Elliott, Joshua Phillips, and Ryan Trimble; the board deems her an “audit committee financial expert.”
• Independence: Board determined Ms. Lawrence (and all directors except the CEO and Dr. Critchfield) are independent under Nasdaq rules; all audit, compensation, and nominating/governance committee members meet applicable independence standards.
• Attendance and engagement: In 2024, the board met 9 times and committees met 15 times; each director attended at least 75% of applicable board and committee meetings.
• Board structure: Board Chair separate from CEO (Chair: Dr. Kim Kamdar); Lawrence serves as Class II director with term continuing to the 2026 annual meeting.

Fixed Compensation

• 2024 Non-Employee Director Compensation for Sandra A.J. Lawrence: | Component (FY2024) | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 48,475 | | Stock Awards (RSUs, grant-date fair value) | 60,000 | | Option Awards (grant-date fair value) | 60,000 | | Total | 168,475 |

• Director Compensation Program (cash retainers): | Position | Annual Retainer ($) | |---|---| | Non-Employee Board Member | 35,000 | | Chair of the Board | 35,000 | | Lead Independent Director | 15,000 | | Audit Committee Chair | 15,000 | | Audit Committee Member | 7,500 | | Compensation Committee Chair | 10,000 | | Compensation Committee Member | 5,000 | | Nominating & Governance Committee Chair | 8,000 | | Nominating & Governance Committee Member | 4,000 |

Notes:

• Committee Chairs receive the Chair fee (not both Chair and member fees). Retainers are paid quarterly, pro rata.

Performance Compensation

• Director equity awards design (non-employee): | Award Type | Size and Mix | Vesting | Mechanics | |---|---|---|---| | Initial Award | Lesser of $240,000 grant-date fair value or 100,000 option equivalents; approximately equal value split between options and RSUs unless otherwise determined | 36 substantially equal monthly installments over 3 years | Options max 10-year term; exercise price = 100% FMV at grant; under 2021 EIP | | Subsequent Annual Award | Lesser of $120,000 grant-date fair value or 50,000 option equivalents; approximately equal split options/RSUs unless otherwise determined | 12 substantially equal monthly installments over 1 year | Same plan/option terms as above |

• No director performance metrics disclosed (director grants are time-based RSUs/options, not performance-conditioned).

Other Directorships & Interlocks

• Public boards: Evergy, Inc. (utility; committee chair roles), Brixmor Property Group (REIT; Audit Chair). No disclosed related-party transactions between these entities and Sera involving Ms. Lawrence.
• Investor-designation rights: Baker Bros. and Vivo have director nomination rights based on ownership thresholds; not related to Ms. Lawrence’s seat.

Expertise & Qualifications

• Financial leadership: Former EVP & CFO and later EVP & CAO of a major pediatric medical center (Children’s Mercy), bringing healthcare finance and operations expertise.
• Audit expertise: Board-designated audit committee financial expert; currently chairs Sera’s Audit Committee and Brixmor’s Audit Committee.
• Governance leadership: Chairs Evergy’s Compensation & Leadership Development Committee; NACD national board member and fellow.
• Education: BA (Vassar), M.Arch (MIT), MBA (Harvard).

Equity Ownership

• Beneficial Ownership (as of March 31, 2025): | Measure | Shares | |---|---| | Total beneficial ownership | 269,466 | | Common shares held | 5,338 | | RSUs vesting within 60 days | 1,186 | | Options exercisable or exercisable within 60 days | 262,942 |

• Outstanding equity positions (as of Dec 31, 2024): | Security | Amount | |---|---| | Options outstanding | 263,821 | | RSUs outstanding | 3,559 |

• Hedging/pledging: Company insider trading policy prohibits hedging, short sales, transactions in publicly traded options, and using company securities to secure a margin or other loan (applies to directors). No pledging by Ms. Lawrence is disclosed.

Governance Assessment

• Strengths

  • Independent director with deep finance background; chairs the Audit Committee and is designated an audit committee financial expert, supporting financial reporting oversight.
  • Attendance at or above company threshold (≥75%) in 2024, indicating baseline engagement.
  • Clear, structured director pay with moderate cash retainer and time-vested equity; no director performance-vesting features that could misalign oversight incentives.
  • Strong corporate controls: adopted SEC/Nasdaq-compliant clawback policy; robust insider trading policy banning hedging/pledging, enhancing alignment.

• Potential Risk Considerations

  • Multiple external commitments: two public company boards (including Audit/Comp Chair roles), trustee of Macquarie Funds, and NACD national board—investors may monitor overall bandwidth, particularly given audit chair responsibilities at two issuers.
  • No specific director stock ownership guidelines disclosed for Sera directors; investors may prefer explicit ownership thresholds to reinforce alignment. (No disclosure located in the proxy’s director compensation sections.)

• Conflicts/Related-Party

  • The proxy discloses several related-party transactions (e.g., with Real Endpoints and Elevance Health), but none involve Ms. Lawrence.