{"id":981473,"date":"2026-07-14T17:18:01","date_gmt":"2026-07-14T21:18:01","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/seer-board-of-directors-issues-letter-to-shareholders-setting-the-record-straight\/"},"modified":"2026-07-14T17:18:01","modified_gmt":"2026-07-14T21:18:01","slug":"seer-board-of-directors-issues-letter-to-shareholders-setting-the-record-straight","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/seer-board-of-directors-issues-letter-to-shareholders-setting-the-record-straight\/","title":{"rendered":"Seer Board of Directors Issues Letter to Shareholders Setting the Record Straight"},"content":{"rendered":"
\n

\n Addressing the Radoff-JEC Group\u2019s Misleading Claims<\/em>\n <\/p>\n

\n Urges Stockholders to Vote \u201cFOR\u201d Seer\u2019s Director Nominees on the BLUE Proxy Card<\/em>\n <\/p>\n

REDWOOD CITY, Calif., July 14, 2026 (GLOBE NEWSWIRE) — Seer, Inc. (Nasdaq: SEER) (\u201cSeer\u201d or the \u201cCompany\u201d) today issued a letter to stockholders containing important information for shareholders to consider in connection with the Company\u2019s upcoming Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d) to be held on July 28, 2026. Stockholders as of May 29, 2026 will be entitled to vote at the Annual Meeting.<\/p>\n

Throughout its campaign, the Radoff-JEC Group has made many misleading claims about Seer and its performance, management, governance and value creation potential. Seer stockholders have an important decision to make at the Annual Meeting and deserve complete information, in context, to inform their votes.<\/p>\n

The Board recommends that stockholders vote \u201cFOR\u201d the election of Seer\u2019s seven highly qualified nominees on the BLUE<\/u><\/strong> proxy card.<\/p>\n

The full text of the letter follows:<\/p>\n

Dear Fellow Seer Stockholders,<\/p>\n

As we approach the July 28, 2026, Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d), you have an important choice to make regarding the future of Seer and your investment, and we want you to have the facts.<\/p>\n

Bradley Radoff and Michael Torok would like stockholders to believe this proxy contest is about governance or recent stock performance. In our view, it is not. This proxy contest is about whether two stockholders will be permitted to remove three of our highly engaged and experienced directors to install nominees who are aligned with Radoff and Torok\u2019s short-term agenda: sell Seer early, strip Seer of its cash, and deprive long-term stockholders of the value that they have funded.<\/p>\n

For months now, Radoff and Torok have made a series of misleading statements. Stockholders deserve proper context.<\/p>\n\n\n\n\n\n\n\n\n\n
\n RADOFF & TOROK\u2019S MISLEADING CLAIMS<\/strong>\n <\/td>\n\n THE FACTS<\/strong>\n <\/td>\n<\/tr>\n
\u201cSeer has a history of destroying stockholder value.\u201d<\/td>\n\n
    \n
  • Radoff and Torok have compared Seer to the S&P Biotechnology Select Industry Index. Seer is a life sciences tools company, not a biotech company.<\/strong><\/li>\n
  • The life sciences tools sector has been down. The platform has not.<\/li>\n
  • Stockholders should focus on the strength of Seer\u2019s pioneering technology, the growing scientific validation, the number of high-impact publications, and the increasing number of large-scale population studies adopting Seer\u2019s platform.<\/li>\n
  • Radoff and Torok want stockholders to believe that a share price chart tells the whole story. It does not.<\/strong><\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\u201cSeer has burned more than $150 million in cash since 2022.\u201d<\/td>\n\n
    \n
  • Radoff and Torok\u2019s cash-burn attack ignores what Seer has built and the disciplined actions the Board has taken.<\/li>\n
  • Cash burn1<\/sup> has fallen 36% since 2022. Operating expenses declined approximately 19% year-over-year in 2025.<\/li>\n
  • As we made clear at our IPO, significant investments are required to scale and stand up a first-of-its-kind platform.<\/li>\n
  • Seer maintains a strong cash position with no debt and continues to invest in platform commercialization.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\u201cSeer trades at a massive discount to net cash.\u201d<\/td>\n\n
    \n
  • Category-creating life sciences tools companies like Seer often endure periods where scientific and commercial progress meaningfully outpace public market recognition.<\/li>\n
  • Markets are forward-looking, and we have been transparent with the market about our path to breakeven as we scale this new technology.<\/li>\n
  • As a result, the market has assigned a discount to the current level of cash on the balance sheet as we build towards profitability \u2013 a common dynamic in our industry.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\u201cThe Board has rewarded Dr. Farokhzad with nearly $37 million in pay.\u201d<\/td>\n\n
    \n
  • Executive pay is set by a Board committee of independent directors advised by an independent compensation consultant.<\/li>\n
  • Dr. Farokhzad\u2019s base pay has consistently been between the 25th and 50th percentile of our peers. His option awards in 2023 and 2024 were subject to 150% and 300% stock price performance hurdles, respectively. In 2025, he was not given any equity grants.<\/li>\n
  • Seer\u2019s compensation program is designed to align management with stockholders and reward performance, not short-term market dislocation.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\u201cDr. Farokhzad has destroyed value across five separate companies\u201d<\/td>\n\n
    \n
  • Dr. Farokhzad served in scientific and Board member roles, not in management or operational roles, at any company he had a prior relationship with.<\/li>\n
  • Operational outcomes at these companies reflect management team execution, not his scientific or platform-building contributions.<\/li>\n
  • Each time, Dr. Farokhzad invented a platform with foundational science, built the institutional credibility around it and created a path to value over an appropriate time horizon, not an activist’s timeline.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\u201cThere are independence concerns with existing directors\u201d<\/td>\n\n
    \n
  • Our board is comprised of qualified and independent individuals.<\/li>\n
  • Contrary to Radoff and Torok\u2019s claims, Terry McGuire never served on the Board of Dr. Farokhzad\u2019s SPAC, Dynamics Special Purpose Corp.<\/li>\n
  • Radoff-JEC has also not identified a single board decision that was impacted by concerns surrounding independence.<\/li>\n<\/ul>\n<\/td>\n<\/tr>\n
\u201cThe Board has not engaged with [Radoff and Torok] in the interest of all stockholders.\u201d<\/td>\n\n