The Radoff-JEC Group Issues Open Letter to Seer Inc.'s Board of Directors Regarding the Immediate Need for Significant Change
Highlights Seer's Abysmal Operating Results and Severe Undervaluation Under the Leadership of Co-Founder, Board Chair and CEO Dr. Omid Farokhzad
Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the "Radoff-JEC Group"), who collectively own nearly 7.5% of the outstanding common stock of Seer, Inc. (NASDAQ:SEER) ("Seer" or the "Company"), today issued the following open letter to the Company's Board of Directors.
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February 23, 2026
Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Attn: The Board of Directors
Members of the Board of Directors (the "Board"),
We are stockholders of Seer, Inc. ("Seer" or the "Company"), with ownership of nearly 7.5% of the Company's outstanding common stock.
Since Seer's initial public offering in December 2020 and under the continuing leadership of Co-Founder, Board Chair and CEO Omid Farokhzad, M.D., the Company has failed stockholders with a more than 96% share price decline.1 Assuming Seer achieved the midpoint of its revenue guidance for 2025 ($17.5 million), revenue will have increased a total of $2 million since 2022. During this same period, the Company has reported at least $138.8 million in cash used in operations and $11.4 million in capital expenditures, for a total cash use of $150.2 million.2 In other words, each $1 million of revenue growth has required over $75 million of cash investment.
In addition to the share price return and operating results highlighted herein, there are numerous additional signs that Seer and the Board are failing stockholders:
(1) The Board has allowed Seer's shares to consistently trade at a massive discount to its net cash balance – $110.5 million market capitalization versus $251.2 million in cash and no debt.3 This persistent discount reflects a deep mistrust of the Board and management and can only be seen as a direct indictment of Seer's governance and business plan.
(2) Despite Seer's share price consistently valuing the Company at a significant discount to its net cash, the Board has repeatedly issued large grants of restricted stock units and in-the-money options to Dr. Farokhzad and President and CFO David Horn. In October of 2024, the Board repriced all outstanding employee stock options to $2.00/share (at that time, net cash per share was $5.24).4 These Board actions have largely offset any potential benefits that stockholders could have received from the Company's share repurchase program.
(3) The Board's primary job is to supervise and evaluate the CEO. At Seer, Dr. Farokhzad serves as Board Chair and CEO. Rather than hold Dr. Farokhzad accountable for the Company's unacceptable operating results, the Seer Board has repeatedly enriched Dr. Farokhzad at the expense of stockholders. From 2021 through 2024, Dr. Farokhzad's total reported compensation was $24.9 million.5 His average annual compensation is approximately $6 million or nearly one-third of the revenue that the Company generates each year. It is notable that his total annual compensation includes amounts the Company reimburses to Dr. Farokhzad for the cost of his commute from his home in Massachusetts to the Company's headquarters in California.
On Seer's earnings calls and at investor conferences, Dr. Farokhzad invariably describes his growing confidence in Seer's value proposition and the overwhelmingly positive feedback from customers. However, according to Dr. Farokhzad's own strategic plan disclosed in October 2025, he expects Seer will not achieve profitability until 2031.6 Pursuit of Dr. Farokhzad's operating plan is not in the best interest of stockholders, notwithstanding the fact that we are highly skeptical of his plan given Seer's anemic revenue growth, its cost structure and its cash burn.
It is our belief that Seer cannot and should not remain a publicly traded company unless significant governance and operational changes are implemented immediately. Absent immediate, decisive Board action to govern the Company responsibly, we would urge the Board to immediately commence a sale process to avoid further value destruction for all stockholders.
Sincerely,
Bradley L. Radoff and Michael Torok
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1 |
FactSet. Share price decline from December 4, 2020 through February 20, 2026. |
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2 |
The Company's Form 10-K and Form 10-Q filings. Cash used in operations refers to net cash used in operating activities. Capital expenditures refer to purchases of property and equipment and proceeds from disposal of property and equipment. |
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3 |
Market capitalization from FactSet as of February 20, 2026. Cash and cash equivalents, short-term investments and long-term investments as of September 30, 2025 from the Company's Form 10-Q. |
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4 |
The Company's 2025 proxy statement. |
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5 |
The Company's proxy statements. |
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6 |
The Company's preliminary proxy statement for a special meeting of stockholders, filed on October 10, 2025. |
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Greg Lempel
[email protected]