Seer proxy fight: Radoff-JEC seeks board change

Seer, Inc. received a definitive proxy statement from the Radoff-JEC Group seeking to elect an alternate slate of directors at the 2026 annual meeting by soliciting votes using a WHITE universal proxy card.

Rhea-AI Filing Summary

Seer, Inc. received a definitive proxy statement from the Radoff-JEC Group seeking to elect an alternate slate of directors at the 2026 annual meeting by soliciting votes using a WHITE universal proxy card.

The Radoff-JEC Group says it collectively owns approximately 7.7% of outstanding shares and on June 24, 2026 urged stockholders to vote for nominees Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini, criticizing the current board’s priorities and citing a multi‑year share price decline as background to the contest.

Insights

Corporate Governance Strategist

Activist slate files proxy seeking board change; holds ~7.7% stake.

The Radoff-JEC Group filed a definitive proxy statement and is using a WHITE universal proxy card to solicit votes for three nominees at the 2026 annual meeting. Their public statement on June 24, 2026 frames the contest around alleged board misalignment and historical share price performance.

Effectiveness depends on vote turnout, institutional holder responses, and the board’s reply. Subsequent disclosures in proxy materials and soliciting communications will clarify timing and proxy mechanics.

Investor Relations Advisor

Public proxy push emphasizes shareholder value narrative to persuade holders.

The group highlights a 7.7% ownership stake and names three nominees to replace incumbent directors. The filing references historical share price declines and prior communications, positioning the slate as a corrective measure.

Key items to watch: the company’s formal proxy response, institutional voting recommendations, and any negotiated settlement or supplemental disclosures before the meeting.

Key Figures

Activist ownership: 7.7% shares Press release date: June 24, 2026 Share price decline period start: December 4, 2020 +1 more

4 metrics

Activist ownership 7.7% shares Collective stake held by the Radoff-JEC Group

Press release date June 24, 2026 Date the Radoff-JEC Group issued its public statement

Share price decline period start December 4, 2020 Start of period cited for multi‑year share price decline

Share price decline period end April 10, 2026 End of period cited immediately prior to initial proposal submission

Key Terms

WHITE universal proxy card, definitive proxy statement, proxy solicitation, proxy contest

4 terms

WHITE universal proxy card regulatory

"filed a definitive proxy statement and accompanying WHITE universal proxy card"

definitive proxy statement regulatory

"have filed a definitive proxy statement and accompanying WHITE universal proxy card"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

proxy solicitation financial

"to be used to solicit votes for the election of its slate of highly qualified director nominees"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

proxy contest regulatory

"resolve the ongoing Proxy Contest"

A proxy contest occurs when shareholders try to influence a company's decisions by challenging the current management or board of directors, often by trying to gain enough support from other shareholders to make changes. It’s like a group of voters trying to sway an election by persuading others to support their preferred candidate or agenda. This process matters to investors because it can lead to significant changes in how a company is run, affecting its future direction and value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What action is the Radoff-JEC Group taking in the SEER proxy contest?

They filed a definitive proxy statement to solicit votes using a WHITE universal proxy card to elect three nominees at Seer’s 2026 annual meeting. The statement requests votes for Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini.

How much of Seer does the Radoff-JEC Group own?

The Radoff-JEC Group reports collective ownership of approximately 7.7% of outstanding Seer shares. That stake is disclosed in their proxy solicitation materials and used to support their request for shareholder votes.

Who are the nominees the Radoff-JEC Group is proposing for SEER’s board?

The proxy statement nominates Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini to replace incumbent directors at the 2026 annual meeting. The filing urges stockholders to vote for these three nominees.

What reasons does the Radoff-JEC Group give for seeking board changes at SEER?

Their press release alleges the current board has 'misaligned priorities' and cites a multi‑year share price decline as rationale. They also state the board did not respond to a prior stockholder‑friendly offer dated June 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 04:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

SEER, INC.

(Name of Registrant as Specified In Its Charter)

BRADLEY L. RADOFF

THE RADOFF FAMILY FOUNDATION

JEC II ASSOCIATES, LLC

THE MOS TRUST

MOS PTC, LLC

MICHAEL TOROK

HOWARD H. BERMAN

JOSHUA S. HOROWITZ

LUIS E. RINALDINI

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Bradley L. Radoff, Michael Torok and the other participants named herein (collectively, the “Radoff-JEC Group”) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Seer, Inc., a Delaware corporation (the “Company”).

On June 24, 2026, the Radoff-JEC Group issued the following press release:

The Radoff-JEC Group Urges Seer, Inc. Stockholders to Vote for Boardroom Change Today

Believes New Independent Directors Are Needed to Correct the Board’s Misaligned Priorities and Prevent Further Value Destruction

Reveals Seer’s Board Has Not Responded to the Radoff-JEC Group’s Stockholder-Friendly Offer Made on June 15 to Resolve the Ongoing Proxy Contest, Demonstrating the Board’s Focus on its Own Entrenchment

 

HOUSTON--(BUSINESS WIRE)--Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”), who collectively own approximately 7.7% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following statement.

· Seer’s Board of Directors (the “Board”) has destroyed value for stockholders while enriching Company insiders:

o The Company has posted a -97.0% share price decline since its December 2020 IPO.¹

o Seer has generated cumulative reported losses exceeding $465 million since its IPO.²

o Seer has delivered virtually no revenue growth over the last three fiscal years, while investing over $160 million.³

o The Board has rewarded Chairman and CEO Omid Farokhzad, M.D. with nearly $37 million in cumulative compensation while a stockholder who purchased one share at the time of the IPO ($19.00) would be left with less than $0.63.⁴

· Seer has no plan to create stockholder value under Chairman and CEO Omid Farokhzad, M.D.:

o Dr. Farokhzad has destroyed more than $1 billion in investor capital across five separate companies, evidence supporting our belief that he is incapable of turning around Seer.⁵

o The strategic plan overseen by the Board anticipates Seer will not achieve profitability until 2031.⁶

o The Board rejected our three proposals to acquire Seer for premiums of 33% - 42% to its unaffected share price and a contingent value right – proposals which we believe provide substantially greater certainty of value creation than the Company’s current strategic plan – without even engaging with us.

· Seer’s Board has not responded to our proposal to settle this proxy contest:

o On June 15, 2026, we proposed to end our ongoing proxy contest in exchange for Seer adopting governance enhancements and conducting a tender offer for 20 million shares at $2.50 per share, which would be in line with the Board’s authorized buyback program and management’s statements that there is a “significant dislocation” in the Company’s share price.⁷

o More than a week later, the Board has still not responded to our settlement offer – which it requested in the first place – demonstrating that its priority is not delivering value or governance improvements for stockholders.

o Instead of focusing on opportunities to maximize value for stockholders as Seer’s share price has consistently traded at a significant discount to net cash, the Board has diluted stockholders by repeatedly issuing large grants of restricted stock units and in-the-money options to Dr. Farokhzad and President and CFO David Horn.

Vote FOR the Radoff-JEC Group’s Nominees – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Today to Prevent Further Value Destruction

Do NOT Vote for Omid Farokhzad, M.D., Terrance McGuire or Dipchand (Deep) Nishar

Questions about how to vote? Contact (888) 368-0379 or info@saratogaproxy.com.

Visit www.SaratogaProxy.com/SEER to learn more.

¹ FactSet. Share price decline from December 4, 2020 through April 10, 2026, the trading day immediately prior to the Radoff-JEC Group’s submission of its initial proposal to acquire the Company.

² The Company’s Form 10-K for the year ended December 31, 2025 filed on March 2, 2026.

³ Company Form 10-K filings.

⁴ Company proxy statements. FactSet; share price decline from December 4, 2020 through December 31, 2025.

⁵ Seer, BIND Therapeutics, Inc., Selecta Biosciences, Inc., Tarveda Therapeutics, Inc. and Senti Biosciences Holdings, Inc.

⁶ Company PRE 14A filed on October 10, 2025.

⁷ On the Company’s Q1 2026 earnings call held on May 13, 2026, President and CFO David Horn said: “Our opportunistic share repurchase in the quarter reflect our continued belief that there is a significant dislocation in our share price.”

Contacts

Greg Lempel

greg@fondrenlp.com

or

Saratoga Proxy Consulting LLC

John Ferguson / Joseph Mills, 212-257-1311

info@saratogaproxy.com