Seer, Inc. · NASDAQ:SEER

Seer — Proxy Contest (June 2026)

43 slides from Seer's proxy contest presentation, Jun 29, 2026

  1. Slide 1: The Urgent Case for Change at Seer, Inc.

    The Urgent Case for Change at Seer, Inc. Stockholders Need New Qualified and Independent Directors Who Can Prevent Further Value Destruction June 2026 Presented by the Radoff-JEC Group

  2. Slide 2: Disclaimer

    Disclaimer ticipants named in their proxy solicitation (collectively, the - ff-JEC Group recognizes that there may be confidential information in the possession of the Company that could lead it or others to disagree with the Radoff- he Radoff-JEC Group reserves the right to change any of its opinio

  3. Slide 3: Executive Summary

    Executive Summary - ~7.7% of the -largest independent stockholder. ny is being run in a Seer Has No Plan to Create Value Under While Enriching Insiders Chairman & CEO Omid Farokhzad Premium Acquisition Offers -97.0% share price decline since December 2020 The strategic plan overseen by the Board The

  4. Slide 4: Re-electing these directors likely means accepting additional value destruction

    Dr. Farokhzad, Mr. McGuire and Mr. Nishar have destroyed value at Seer, burned millions of dollars, adopted a unilateral poison pill (the Omid Farokhzad, M.D. Terrance McGuire Deep Nishar × -97.0% total stockholder return at Seer.1 × -97.0% total stockholder return at Seer.6 × -97.5% total stockhold

  5. Slide 5: Stockholders Face the Risk of Further Value Destruction Under the Same Board

    Stockholders Face the Risk of Further Value Destruction Under the Same Board If stockholders re- 60.0% 40.0% 49.3% 20.0% 0.0% -3.5% 20.0% 40.0% 60.0% 80.0% -84.1% -97.0% 100.0% Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Seer S&P Biotechnology Select Industry Russell 2000 Proxy Peer Median Source: Fac

  6. Slide 6: The Board Has Not Engaged With Us in the Interest of All Stockholders

    The Board Has Not Engaged With Us in the Interest of All Stockholders but instead on protecting its own power. March 12, 2026 June 15, 2026 Messrs. Radoff and Torok had a February 20, 2026 April 24, 2026 May 14, 2026 The Radoff-JEC call with Seer and offered April 13, 2026 The Radoff-JEC Group filed

  7. Slide 7: The Radoff-JEC Group Nominees Are Independent and Expertly Qualified

    The Radoff-JEC Group Nominees Are Independent and Expertly Qualified We have nominated three independent individuals who, if elected to the Board, would bring the requisite biotechnology, public company governance, capital allocation and M&A expertise that we believe is required to rebuild value at

  8. Slide 8: Section I. Seer Has Destroyed Stockholder Value While Enriching Insiders

    Section I. Seer Has Destroyed Stockholder Value While Enriching Insiders

  9. Slide 9: Seer Has a History of Destroying Stockholder Value

    Seer Has a History of Destroying Stockholder Value Seer has drastically underperformed market indices and peers over every relevant period. 100.0% 81.8% 80.0% 73.6% 60.0% 54.8% 49.3% 45.5% 40.0% 25.5% 20.0% 1.0% 1.1% 0.0% -3.5% -20.0% -18.4% -40.0% -39.7% -60.0% -54.7% -80.0% -85.9% -84.1% -100.0% -

  10. Slide 10: Seer Has Delivered Abysmal Operating Results Since IPO

    Seer Has Delivered Abysmal Operating Results Since IPO The Company has failed to become profitable since going public in 2020. operating expenses have grown over the past five years, while its revenue has remained stagnant. Revenue: FY2020-FY2025 Operating Loss & Expenses: FY2020-FY2025 $18,000 $120

  11. Slide 11: Seer Has Burned More Than $310 Million Since IPO

    Seer Has Burned More Than $310 Million Since IPO The Board has overseen six years of tens of millions of dollars in cash burn. ion. Cash Burn $80,000 $70,875 $70,000 $66,374 $60,000 $53,269 $49,350 $50,000 $45,599 $40,000 $30,000 $25,362 $20,000 $10,000 $0 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 A

  12. Slide 12: Seer Trades at a Massive Discount to Net Cash

    Seer Trades at a Massive Discount to Net Cash current management team and Board. $92.4M $219.5M Market Capitalization vs. Cash on Balance Sheet and No Debt The public market attributes NEGATIVE $127.1 million Source: Market capitalization per FactSet as of market close on May 20, 2026, the day befor

  13. Slide 13: The Board Has Rewarded Dr. Farokhzad With Nearly $37 Million in Pay

    The Board Has Rewarded Dr. Farokhzad With Nearly $37 Million in Pay It is clear to us that stockholders cannot trust Company insiders to look after their best interests. $36,594,879 $6,099,147 $11,695,833 -97.0% Average Compensation Average Revenue Since IPO Total Stockholder Return Since IPO1 unacc

  14. Slide 14: Dr. Farokhzad made nearly $37 million in cumulative stock sales, awards and compensation

    Dr. Farokhzad made nearly $37 million in cumulative stock sales, awards and compensation while a stockholder who purchased one share at the time of the IPO ($19.00) would be left with less than $0.63. 60.0% $40,000 40.0% $35,000 20.0% $30,000 0.0% $25,000 -20.0% $20,000 -40.0% $15,000 -60.0% $10,000

  15. Slide 15: Dr. Farokhzad and the Board Are Not Aligned With Seer Stockholders

    Dr. Farokhzad and the Board Are Not Aligned With Seer Stockholders Dr. Farokhzad has sold over $103 million worth of Seer shares since the IPO talization! Date Price Shares Value Type 12/8/2020 $19.00 526,315 $9,999,985.00 Open Market Sale 2/1/2021 $64.15 1,089,279 $69,877,247.85 Open Market Sale 2/

  16. Slide 16: The Board Appears Beholden to Failed Chairman and CEO Dr. Farokhzad

    The Board Appears Beholden to Failed Chairman and CEO Dr. Farokhzad him in the best interests of stockholders. Dr. Robert Langer Terrance McGuire Deep Nishar Isaac Ro × Dr. Langer co-founded BIND × Mr. McGuire helped Dr. Farokhzad × Dr. Farokhzad restructured the × Mr. Ro serves as a director of The

  17. Slide 17: Recent Board Resignations Paint a Picture of Dysfunction and Concern

    Recent Board Resignations Paint a Picture of Dysfunction and Concern In its five and a half years as a public company, Seer has had five director resignations. Such a large number of director resignations is highly unusual and points to deep-seated governance issues at Seer. Rachel Haurwitz, Ph.D. C

  18. Slide 18: The Board Unilaterally Adopted a NOL Pill in an Apparent Move to Entrench Itself

    The Board Unilaterally Adopted a NOL Pill in an Apparent Move to Entrench Itself The Board unilaterally adopted a NOL pill in February of this year without stockholder approval that prevents stockholders from February 20, 2026 The Radoff-JEC Group filed a Schedule 13D disclosing common stock. owners

  19. Slide 19: Section II. Seer Has No Plausible Plan to Create Value Under Chairman and CEO

    Section II. Seer Has No Plausible Plan to Create Value Under Chairman and CEO Dr. Farokhzad

  20. Slide 20: Seer is projected to grow revenue by just 3% this year

    Seer is a microcap business that is projected to grow revenue by just 3% this year after burning nearly $16 million in cash in the most recent quarter. -2025 despite over $160 million of cash (nearly $3.00 per share) having been invested in the business. guidance implies only 3% growth, or roughly $

  21. Slide 21: There is no turnaround on the horizon

    results, and the increasing competitive and other pressures in its industry, we do not believe Seer will succeed as a public company under the current leadership team. While the market generally expected another quarter of substantial operating losses, continued cash burn, negligible top-line growth

  22. Slide 22: Praise for Reducing Operating Expenses Does Not Stand Up to Scrutiny

    -Praise for Reducing Operating Expenses Does Not Stand Up to Scrutiny Operating Expenses Still Massively Outweigh Revenue $120,000 $100,000 $80,000 $60,000 $40,000 $20,000 $0 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 Operating Expenses Revenue In addition to ignoring the years of losses and bloated

  23. Slide 23: Seer Has Barely Grown While Alamar Biosciences Has Steadily Improved

    Seer Has Barely Grown While Alamar Biosciences Has Steadily Improved for lack of revenue growth. Alamar Biosciences, Inc. (NASDAQ: ALMR), a Seer competitor that went public on April 17, 2026, has successfully grown its revenue from $25.1 million in 2024 to $74.2 million in 2025. Alamar Biosciences d

  24. Slide 24: Promises of Future Value Creation from Dr. Farokhzad and the Board Ring Hollow

    Promises of Future Value Creation from Dr. Farokhzad and the Board Ring Hollow ue proposition and the overwhelmingly positive feedback he allegedly receives from customers. he does not expect that Seer will achieve profitability until 2031.1 ss to the underperformance it has overseen reinforces the

  25. Slide 25: Chairman and CEO Dr. Farokhzad: A Specialist in Failure

    We have identified five separate companies that Dr. Farokhzad has led. In each of these cases, the company either went bankrupt or the share price declined more than 90% or, in some cases, both. Chairman and CEO Dr. Farokhzad: A Specialist in Failure 1 Seer Share price declined 97.0% since going pub

  26. Slide 26: Seer share price reaction to events in 2026

    after increasing nearly 14% in response to the Radoff- $2.20 February 26, 2026: Seer reported disappointing FY2025 earnings and introduced weak FY2026 guidance. Seer also announced the adoption of the May 13, 2026: Seer reported NOL pill. Shares closed 17% lower the next day. disappointing Q1 2026 e

  27. Slide 27: Section III. Seer's Board Rejected Credible Premium Bids

    Seer’s Board Rejected Credible Premium Bids

  28. Slide 28: New Independent Directors Are Needed to Ensure All Value-Maximizing Alternatives Are Considered

    New Independent Directors Are Needed to Ensure All Value-Maximizing Alternatives Are Considered guidance and the increasing competitive and other pressures in its industry, we do not believe Seer will succeed as a public company particularly under the stewardship of the current leadership team. Net

  29. Slide 29: The Board Rejected Our Credible Bids Without Engaging with Us

    The Board Rejected Our Credible Bids Without Engaging with Us We repeatedly urged the Board to engage with us regarding our offers so we could address any concerns, but the Board refused. This is not the behavior of a Board that is focused on maximizing value for stockholders. April 13, 2026 Proposa

  30. Slide 30: Our Proposals Would Maximize Value for Long-Suffering Stockholders

    Our Proposals Would Maximize Value for Long-Suffering Stockholders Our acquisition proposals provide Seer stockholders with immediate and significant value while avoiding further value destruction from continued abysmal operating results. We have offered to acquire 100% of the equity of the Company

  31. Slide 31: The Reality

    1 The Reality The Board never spoke to us. Dr. Farokhzad has incinerated more than $1 Proposal in consultation with its independent billion of investor capital across at least five separate companies. At Seer, Dr. financial and legal advisors. Following a thorough Farokhzad has overseen a -97.0% sha

  32. Slide 32: Our proposal would value Seer at a higher multiple than where it has traded

    ) As shown below, our proposal to acquire Seer for $2.40 per share (not even including the CVR) would value Seer at a higher multiple than where the Company has traded for the past three years. How can the Board say that our bid undervalues Seer? -2026 16x Radoff-JEC Group $2.40 Offer1 = 12.6x P/Sal

  33. Slide 33: How can Dr. Farokhzad and the rest of the Board reject our proposals

    ) We believe the Board is engaging in gamesmanship, proclaiming a view of valuation that it is not willing to act to defend. $90.00 Seer went public at $19.00 per share in December February 2021: Dr. Farokhzad 2020; shares closed up 197.2% at $56.46. reports selling more than 1 million $80.00 shares

  34. Slide 34: The Reality

    1 The Reality Dr. Farokhzad conveniently omits the fact that he has destroyed more than $1 biotechnology, nanotechnology, drug delivery, and billion in investor capital across Seer, BIND Therapeutics, Inc. (formerly NASDAQ: BIND), Selecta Biosciences, Inc. (formerly NASDAQ: SELB), Tarveda Therapeuti

  35. Slide 35: Section IV. Seer Stockholders Need New Independent, Qualified Directors

    Section IV. Seer Stockholders Need New Independent, Qualified Directors

  36. Slide 36: Misaligned Priorities and Prevent Further Value Destruction

    Misaligned Priorities and Prevent Further Value Destruction n the best interests of all stockholders. It appears to us that directors McGuire and Nishar remain on the Board due to their ties to Dr. Farokhzad, as Terrance McGuire Deep Nishar Chair of Compensation Committee Member of Corp. Gov. and No

  37. Slide 37: Misaligned Priorities and Prevent Further Value Destruction (continued)

    Misaligned Priorities and Prevent Further Value Destruction ( ) While Seer stockholders were suffering significant losses and the newly public Company was floundering, Dr. Farokhzad who was being paid millions of dollars by Seer was spending significant time running a different company (Dynamics Spe

  38. Slide 38: We Believe Our Nominees Are Better Suited to Independently Oversee Seer

    We Believe Our Nominees Are Better Suited to Independently Oversee Seer The Radoff-JEC Group nominees are experienced public company directors who understand good corporate governance, have overseen successful M&A and have created value for stockholders of other companies. Crucially, they are also i

  39. Slide 39: Howard H. Berman, Ph.D.

    Howard H. Berman, Ph.D. - Board. Chief Executive Officer and Chairman of the board of directors of ReAlta Life Sciences, Inc., a clinical-stage biopharmaceutical company focusing on treatments for inflammation-driven diseases. Member of the board of Atea Pharmaceuticals, Inc. (NASDAQ: AVIR), a late-

  40. Slide 40: Joshua S. Horowitz

    Joshua S. Horowitz coupled with his financial, investment management, capital markets and corporate governance expertise, would make him a valuable addition to the Seer Board. Portfolio Manager and Managing Director at Palm Management (US) LLC, a registered investment advisor, where he manages the P

  41. Slide 41: Luis E. Rinaldini

    Luis E. Rinaldini We believe Mr. extensive experience in finance and investment banking and significant track record in overseeing complex and high-value transactions, coupled with his significant leadership experience, would make him a valuable addition to the Seer Board. Founder and Chief Executiv

  42. Slide 42: The Radoff-JEC Group Nominees Intend to Advocate for a Strategic Review

    The Radoff-JEC Group Nominees Intend to Advocate for a Strategic Review If elected, Messrs. Berman, Horowitz and Rinaldini plan to push for the Board to conduct a robust strategic review process aimed at maximizing value for all Seer stockholders. Will advocate for the Board to announce and initiate

  43. Slide 43: Conclusion

    Conclusion Vote FOR the Radoff-JEC Group Nominees Today to Protect Your Investment

Seer — Proxy Contest (June 2026) on 6ix