Zhenya Lindgardt
About Zhenya Lindgardt
Zhenya Lindgardt is President and CEO of Sera Prognostics and a Class III director (not independent), age 51, serving as interim CEO from June–November 2023 and CEO since November 2023; she has served on Sera’s board since November 2021. She holds a BS in Business Administration from USC and an MBA from Harvard Business School, with prior senior roles at The Boston Consulting Group and Uber Technologies that provide deep healthcare and consumer technology experience . Company performance under her tenure includes PRIME study success and capital raise, while 2024 financials show revenue of $77k and net loss of $32.9M, improved from 2023 net loss; Q4 2024 revenue was $24k and net loss $8.6M .
Company performance snapshot
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($000) | $306 | $77 |
| Net Loss ($000) | $36,242 | $32,898 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sera Prognostics | Interim President & CEO | Jun 2023–Nov 2023 | Executive transition leadership |
| Sera Prognostics | President & CEO; Class III Director | Nov 2023–Present; Director since Nov 2021 | CEO leading commercialization; board perspective |
| Uber Technologies Inc. | VP, Platform & Customer Engagement (Executive Team) | Apr 2019–Aug 2020 | Senior leadership in platform/customer engagement |
| The Boston Consulting Group | Senior Partner & Managing Director | Oct 2000–Apr 2019 | Senior leadership at global consulting firm |
| Family Office | Managing Director | Aug 2020–Oct 2021 | Investment/management leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Commons Project Foundation | Chief Executive Officer | Oct 2021–Present | Non-profit public trust backed by Rockefeller Foundation |
| City Harvest (NYC) | Director | Jun 2017–Jun 2020 | Non-profit board service |
Board Governance and Service
- Board structure: Board Chair role separated from CEO (Chair: Kim Kamdar); eight of ten directors independent; Ms. Lindgardt is not independent .
- Committees: Audit (Lawrence—Chair; Elliott; Phillips; Trimble), Compensation (Kamdar—Chair; Barlow; Phillips), Nominating & Governance (Wilson—Chair; Barlow; Mirza); management directors typically not committee members .
- Attendance: In 2024, board met 9 times and committees 15 times; each director attended at least 75% of meetings .
- Director pay: Employee-directors receive no additional director compensation (CEO compensation covered under executive section) .
Dual-role implications:
- Separation of Chair and CEO mitigates concentration of power and independence concerns .
- As a management director, Ms. Lindgardt is deemed non-independent; committees are composed of independent directors .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $302,954 | $447,257 |
| Stock Awards ($) | $1,813,500 | — |
| Option Awards ($) | — | — |
| All Other Compensation ($) | $22,638 | $13,800 |
| Total ($) | $2,196,283 | $693,398 |
Notes:
- Base salary reductions implemented in November 2023; 2024 base salary was $447,257 .
- CEO receives no separate director compensation .
Performance Compensation
Annual cash bonus plan
| Year | Metric (summary) | Target bonus % of salary | Actual vs Target | Payout ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | Five corporate metrics: financial goals, outcome studies, data assets, expense reductions, process improvements | 30% (adjusted) | 70% of target | $57,191 | Cash (lump sum) |
| 2024 | Six corporate metrics: financial goals, data assets, process improvements, personnel development | 60% (adjusted) | 87% of target | $232,341 | Cash (lump sum) |
Equity awards (RSUs)
| Grant date | Units outstanding (12/31/2024) | Vesting schedule | Notable modifications |
|---|---|---|---|
| 11/6/2023 (RSUs) | 87,500 | 1/8 quarterly over 2 years | None disclosed |
| 11/6/2023 (RSUs) | 500,000 | Originally 1/16 quarterly over 4 years; remaining unvested RSUs vest in 13 quarterly installments starting 6/8/2024 | 100,000 units accelerated on 3/15/2024 |
Equity awards (Options)
| Grant date | Exercisable | Unexercisable | Strike ($) | Expiration | Vesting detail |
|---|---|---|---|---|---|
| 11/8/2021 | 38,325 | — | 10.92 | 11/8/2031 | 1/36 monthly over 3 years |
| 6/3/2022 | 149,675 | — | 1.35 | 6/3/2032 | Annual director grant vesting schedules apply; now fully vested |
Equity Ownership & Alignment
| Ownership element | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 451,545 (1.2%) | |
| Direct/common shares | 234,112 | |
| RSUs vesting within 60 days | 21,875 | |
| Options exercisable within 60 days | 195,558 | |
| Shares outstanding reference | 37,663,771 (Class A + B) | |
| Hedging/pledging policy | Company prohibits short sales, margin loans, collars, publicly traded options; transactions require pre-clearance |
Alignment assessment:
- Significant option holdings and multi-year RSU schedules align longer-term incentives but quarterly vesting creates regular vest events that could lead to selling via 10b5-1 plans; actual selling requires Form 4 review .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement date | November 6, 2023 |
| Base salary at appointment | $496,400 (initial), reduced to $421,940 for 2023 per cost actions; 2024 actual salary $447,257 |
| Target bonus | 60% of base salary (2024); increased to 68% for 2025 |
| Severance (without cause or for Good Reason) | 12 months base salary (lump sum at 60 days) + up to 12 months COBRA premiums; 37.5% acceleration of unvested time-based equity |
| Change-of-control | 100% acceleration of unvested time-based equity (single trigger “in connection with” CoC or if termination occurs within 3 months prior/12 months post CoC) |
Related Party Transactions and Governance Notes
- Real Endpoints consulting agreements total ~$410k across 2024–2025; Director Dr. Jane Barlow is Executive VP and Chief Clinical Officer at Real Endpoints .
- Baker Bros. nomination right amended: Investor designee if ≥19.9% voting power; side letter governs nomination restrictions .
- Clawback policy adopted October 2, 2023, compliant with SEC/Nasdaq; allows recovery of excess incentive comp after required restatements .
Performance & Track Record
| Item | 2024 | 2023 |
|---|---|---|
| PRIME study outcomes | 25% reduction in NMI; 18% reduction in neonatal LOS (mITT); 20% NMI reduction & 22% NICU admissions reduction (ITT) | — |
| Capital raising | $57.5M follow-on offering (Feb 2025), extending cash runway through 2028 | — |
| Revenue ($000) | $77 | $306 |
| Net loss ($000) | $32,898 | $36,242 |
| Cash, cash equivalents, marketable securities at 12/31 ($MM) | $68.2 | — |
Compensation Committee and Process
- Compensation committee: Kim Kamdar (Chair), Jane Barlow, Joshua Phillips; all independent and non-employee directors .
- Uses independent consultant Compensia; CEO input excluded for her own pay; committee retains decision authority .
Investment Implications
- Pay-for-performance: Cash bonus outcomes track defined corporate metrics with payout ratios of 70% (2023) and 87% (2024), indicating measured alignment with operational goals despite minimal revenue traction .
- Equity cadence and potential selling pressure: Large RSU grants with quarterly vesting (including accelerated tranches) create predictable vest events; monitor Form 4 filings for selling near quarterly vest dates .
- Retention and change-of-control economics: CEO has robust severance and equity acceleration terms (including single-trigger CoC acceleration), reducing retention risk but potentially increasing dilution/alignment concerns in a sale scenario .
- Governance: Separation of Chair/CEO and independent committees mitigate dual-role risks; management director status (non-independent) is standard for CEOs .
- Execution risk: Business remains early commercial with low revenues; PRIME clinical results and extended cash runway improve prospects, but payer adoption and reimbursement remain key catalysts to watch .