Seer board pushes back on activist ahead of July 28 vote

Seer, Inc. (Nasdaq: SEER) issued a letter to stockholders refuting claims made by activist shareholders Bradley Radoff and Michael Torok ahead of the company's annual meeting scheduled for July 28, 2026.

The board, in the letter, characterized the proxy contest as an effort by Radoff and Torok to remove three directors and install nominees aligned with a short-term agenda that includes forcing a sale of the company and distributing its cash reserves. The board urged stockholders to vote for its seven director nominees using the company's proxy card.

Seer disputed several claims made by the Radoff-JEC Group, including assertions about cash burn, executive compensation, and director independence. The company said its cash burn has fallen 36% since 2022 and that operating expenses declined approximately 19% year-over-year in 2025. It also stated that the base pay of CEO Omid Farokhzad has consistently been between the 25th and 50th percentile of peers, and that he received no equity grants in 2025.

On director independence, Seer stated that board member Terry McGuire never served on the board of a special purpose acquisition company associated with Dr. Farokhzad, contrary to claims made by the activist group.

Seer also said its management and board held six meetings with Radoff and Torok since late 2024, and that the activist group declined to make their director nominees available for customary interviews.

The board's seven nominees are Omid Farokhzad, Meeta Gulyani, Robert Langer, Terrance McGuire, Dipchand Nishar, Isaac Ro, and Nicolas Roelofs. Stockholders of record as of May 29, 2026 are eligible to vote at the annual meeting.

Perella Weinberg Partners is serving as financial advisor to Seer, and Wilson Sonsini Goodrich & Rosati is serving as legal counsel.

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