SERA PROGNOSTICS, INC. 8-K

What Happened
Sera Prognostics announced the appointment of Mark Capone to its Board of Directors as a Class II director, effective July 1, 2026. His initial term expires at the company’s 2029 annual meeting of stockholders. Mr. Capone was also appointed to the Board’s Compensation Committee and the Board has determined he is an independent director under Nasdaq and SEC standards. The company filed a press release announcing the appointment on June 30, 2026.

Key Details

• Appointment effective July 1, 2026; term through the 2029 annual meeting.
• Initial equity grant (Grant Date: July 10, 2026): the lesser of (a) grant-date fair value $167,072 (about half stock options and half RSUs) or (b) 150,000 option equivalents.
• Ongoing annual equity: after each annual meeting he is entitled to the lesser of (i) grant-date fair value $88,359 (split options/RSUs) or (ii) 75,000 option equivalents. Vesting: initial RSUs vest in three roughly equal annual installments; initial options vest monthly over 36 months. Annual RSUs vest in one installment; annual options vest monthly over 12 months.
• Background: 40+ years in healthcare and diagnostics; CEO of Precision Medicine Advisors since 2020; former CEO of Myriad Genetics; director and audit committee member at Mesa Laboratories. He will receive standard cash director fees and enter the company’s standard director indemnification agreement.

Why It Matters
Sera added an experienced diagnostics and precision-medicine executive to its board and to the Compensation Committee, which may strengthen governance and industry expertise at the board level. The appointment includes equity awards that will dilute shareholders modestly over time as they vest; those awards are standard for non-employee directors and tied to continued service. The board’s independence determination and committee assignment are material governance details investors watch when assessing board oversight and executive compensation practices.