DEF 14A of Seres Therapeutics, Inc.
Filed Apr 27, 2026 · FY20250001193125-26-182036
Election of Directors
Election of Directors At the Annual Meeting, three (3) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until such director’s successor is duly elected and qualified. We currently have nine (9) directors on our Board, including three (3) current Class II Directors. Our current Class II Directors are Stephen A. Berenson, who has served on our Board since August 2019, Claire M. Fraser, Ph.D., who has served on our Board since January 2023, and Richard N. Kender, who has served on our Board since October 2014. The Board has nominated each of Stephen A. Berenson, Claire M. Fraser, Ph.D. and Richard N. Kender for election as Class II Directors at the Annual Meeting. As set forth in our Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The members of the classes are divided as follows: • the Class I Directors are Dennis A. Ausiello, M.D., Willard H. Dere, M.D., and Eric D. Shaff, and their term will expire at the 2028 Annual Meeting; • the Class II Directors are Stephen A. Berenson, Claire M. Fraser, Ph.D. and Richard N. Kender, and their term will expire at the 2026 Annual Meeting of Stockholders, and if elected, their subsequent term will expire at the 2029 Annual Meeting of Stockholders; and • the Class III Directors are Kurt C. Graves, Robert Rosiello, and Hans-Juergen Woerle, M.D., Ph.D., and their term will expire at the 2027 Annual Meeting of Stockholders. Our Certificate of Incorporation and Amended and Restated Bylaws ("Bylaws") provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class II Directors of the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by our Board of Directors or our Board of Directors may elect to reduce its size. The Board of Directors has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The Board of Directors unanimously recommends a vote “FOR” the election of the below Class II Director nominees.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| Name | Age | Served as a Director Since | Position with Seres | Class and Year Term Ending | | Director Nominees | | | | | | Stephen A. Berenson | 65 | 2019 | Director | Class II (Subsequent Term Ending 2029 if elected at the Annual Meeting) | | Claire M. Fraser Ph.D. | 70 | 2023 | Director | Class II (Subsequent Term Ending 2029 if elected at the Annual Meeting) | | Richard N. Kender | 70 | 2014 | Executive Chair and Interim Chief Executive Officer | Class II (Subsequent Term Ending 2029 if elected at the Annual Meeting) | | Continuing Directors | | | | | | Dennis A. Ausiello, M.D. | 80 | 2015 | Director | Class I (Term Ending 2028) | | Willard H. Dere, M.D. | 72 | 2017 | Director | Class I (Term Ending 2028) | | Eric D. Shaff | 50 | 2019 | Director | Class I (Term Ending 2028) | | Kurt C. Graves | 58 | 2015 | Director | Class III (Term Ending 2027) | | Robert Rosiello | 68 | 2025 | Director | Class III (Term Ending 2027) | | Hans-Juergen Woerle, M.D., Ph.D. | 60 | 2025 | Director | Class III (Term Ending 2027) |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
The principal occupations and business experience, for at least the past five years, of each Director (including the Class II Director nominees) are as follows:
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| DENNIS A. AUSIELLO, M.D. | Age 80 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Dennis A. Ausiello, M.D., has served as a member of our Board of Directors since April 2015. Dr. Ausiello has served as the Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School and Director, Emeritus of Harvard Medical School’s M.D./Ph.D. Program since 1996, Chair of Medicine, Emeritus, and Director of the Center for Assessment Technology and Continuous Health (CATCH) at Massachusetts General Hospital, which he co-founded, since 2012, and Physician-in-Chief Emeritus at Massachusetts General Hospital since 2013. From 1996 to April 2013, Dr. Ausiello served as the Chief of Medicine at Massachusetts General Hospital. Dr. Ausiello is a member of the Institute of Medicine of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Ausiello has served on the board of directors of Alnylam Pharmaceuticals since April 2012, and previously served as Vice Chairman of the board of directors of Spexis AG, a clinical-stage biopharmaceutical company, from December 2021 to December 2025 and on the board of directors of Pfizer Inc. from 2006 to 2020, where he has served on the advisory board since 2019. Dr. Ausiello also serves on the boards of directors of numerous privately held companies. Dr. Ausiello received a B.A. in Biochemistry from Harvard College and an M.D. from the University of Pennsylvania. We believe that Dr. Ausiello is qualified to serve on our Board of Directors because of his extensive experience as a physician and as a director of pharmaceutical companies.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| WILLARD H. DERE, M.D. | Age 72 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Willard H. Dere, M.D., has served as a member of our Board of Directors since July 2017. Dr. Dere has served as Chief Advisor to the Chief Executive Officer and Chief Medical Officer of Angita Bio, a biotechnology company, since July 2022. Dr. Dere has also been Professor Emeritus, Department of Internal Medicine, at the University of Utah School of Medicine since July 2022. From November 2014 until June 2022, Dr. Dere held multiple roles at the University of Utah Health Sciences Center, including Associate Vice President for Research, Co-Director of the Utah Clinical and Translational Science Institute, and Co-Director of the Center for Genomic Medicine. Prior to his professorship, from 2003 until 2014, Dr. Dere worked at Amgen, where he was Senior Vice President and head of Global Development, and led development programs in multiple therapeutic areas. From 1989 to 2014, he worked at Eli Lilly and led multiple development programs, and also worked in clinical pharmacology, regulatory affairs and safety. Dr. Dere has served on the boards of directors of BioMarin Pharmaceutical, Inc. since 2016 and Metagenomi, Inc. since August 2021, and previously served on the boards of directors of Mersana Therapeutics, Ocera Therapeutics and Radius Health. Dr. Dere received his B.A. in History and Zoology and M.D. from the University of California, Davis, completed his internal medicine residency training at the University of Utah, and his postdoctoral training in endocrinology and metabolism at the University of California, San Francisco. We believe Dr. Dere is qualified to serve on our Board of Directors due to his extensive academic experience and his knowledge of the biotechnology industry.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| ERIC D. SHAFF | Age 50 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Eric D. Shaff has served as a member of our Board of Directors since January 2019. Mr. Shaff has been the President and Chief Executive Officer of PsiThera, Inc. since September 2025. Previously, he served as our President and Chief Executive Officer from January 2019 to July 2025 and as our Chief Operating and Financial Officer and Executive Vice President from January 2018 to January 2019 and as our Chief Financial Officer from November 2014 to January 2019. From January 2012 to November 2014, Mr. Shaff was Vice President of Corporate Finance for Momenta Pharmaceuticals, or Momenta, a biotechnology company, where he helped manage Momenta’s accounting, finance, planning, and procurement functions, as well as contributing to Momenta’s investor relations efforts. Prior to Momenta, Mr. Shaff held a number of corporate development and finance positions with Genzyme Corporation, a biotechnology company, most recently as Vice President of Finance/Controller for the Personalized Genetic Health division. Mr. Shaff previously served on the board of directors of Sigilon Therapeutics, Inc. from 2017 to August 2023. Mr. Shaff received his B.A. from the University of Pennsylvania and his M.B.A. from Cornell University. We believe Mr. Shaff is qualified to serve on our Board of Directors because of his extensive business and finance experience and his knowledge of the biotechnology industry.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| STEPHEN A. BERENSON | Age 65 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Stephen A. Berenson has served as a member of our Board of Directors since August 2019 and served as our Chairman from December 2019 to March 2026. Mr. Berenson is an Advisor Partner at Flagship Pioneering, a life sciences innovation firm which conceives, creates, resources and develops first-in-category bio platform companies, after serving as Managing Partner since June 2017. Prior to Flagship, Mr. Berenson spent 33 years in various roles as an investment banker at J.P. Morgan, most recently serving in the role of Vice Chairman of Investment Banking from 2005 to April 2017, where he focused on providing high-touch strategic advice and complex transaction execution to leading companies across all industries globally. He was co-founder of J.P. Morgan’s Global Strategic Advisory Council and co-founder of the firm’s Board Initiative. Mr. Berenson has served on the board of directors of Inari, a privately held agricultural company, since January 2024. He previously served as chairman of the board of directors of Cellarity, a privately held pharmaceutical company from July 2021 to December 2025, as chairman of SAIL Biomedicines, a privately held pharmaceutical company, from August 2024 to December 2025, and on the board of directors of Moderna, Inc., a pharmaceutical and biotechnology company, from October 2017 to August 2024. Mr. Berenson received an S.B. in Mathematics from the Massachusetts Institute of Technology. We believe that Mr. Berenson is qualified to serve on our Board of Directors because of his extensive experience working with rapidly-growing companies across various industries.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| CLAIRE M. FRASER, PH.D. | Age 70 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Claire M. Fraser, Ph.D., has served as a member of our Board of Directors since January 2023. Dr. Fraser has been a faculty member at the University of Maryland School of Medicine in Baltimore, Maryland for the past 18 years and is the Founding Director of the Institute for Genome Sciences and Professor Emerita of Medicine and Microbiology and Immunology. From 1998 to 2007, she served as President and Director of The Institute for Genomic Research, a not-for-profit research organization engaged in human and microbial genomics studies. Dr. Fraser has served on the Board of Directors of Waters Corporation, a life sciences and diagnostics company, since February 2026, and previously served on the board of directors of Becton, Dickinson, and Company from November 2006 to February 2026 and as president and chair of the board of directors of the American Association for the Advancement of Science. Dr. Fraser received her bachelor’s degree in Biology from Rensselaer Polytechnic Institute, her Ph.D. in Pharmacology from State University of New York-Buffalo and is an elected member of both the National Academy of Sciences and the National Academy of Medicine. We believe Dr. Fraser is qualified to serve on our Board of Directors due to her extensive academic experience and her knowledge of the microbiome industry.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| RICHARD N. KENDER | Age 70 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Richard N. Kender has served as our Executive Chair and Interim Chief Executive Officer since March 2026 and has been a member of our Board of Directors since October 2014. From October 1978 to September 2013, Mr. Kender held positions in a variety of corporate areas at Merck & Co., Inc., or Merck, a pharmaceutical company, most recently serving as Senior Vice President of Business Development and Corporate Licensing. Mr. Kender previously served on the boards of directors of Longeveron, Inc. from May 2024 to March 2026, Poxel S.A. from March 2015 to July 2025, Bicycle Therapeutics PLC from July 2019 to June 2025, INC Research Holdings, Inc. (now known as Syneos Health) from December 2014 to August 2017, Abide Therapeutics, Inc., a privately held company, from December 2015 to May 2019, Omega Therapeutics from June 2024 to April 2025, and ReViral Ltd., a privately held company, from November 2019 to June 2022. Mr. Kender received a B.S. in Accounting from Villanova University and an M.B.A. from Fairleigh Dickinson University. We believe Mr. Kender is qualified to serve on our Board of Directors because of his finance experience and knowledge of the biotechnology industry.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| ROBERT ROSIELLO | Age 68 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Robert Rosiello has served as a member of our Board of Directors since August 2025. Mr. Rosiello is an Executive Partner at Flagship Pioneering, which he joined in 2018 and where he focuses on building capability to help originate, manage, and grow new Flagship companies. From September 1984 to June 2015, Mr. Rosiello worked at McKinsey & Company advising CEOs and boards of leading health care, technology, and consumer companies. He served as a senior partner for 18 years and was a member of McKinsey’s Senior Partner Review and Compensation Committees. Mr. Rosiello led the work that shifted McKinsey’s recruiting toward non-MBAs and developed innovative leadership training for McKinsey’s senior partners. He also led significant pro bono work for Save the Children, Americares, Carnegie Corporation, and Fairfield University. From July 2015 to August 2016, Mr. Rosiello was both Executive Vice President and Chief Financial Officer at Valeant Pharmaceuticals, where he led the finance, human resources, and IT functions. He led Valeant’s financial restatement and regained timely reporting status with the SEC. Mr. Rosiello has served on the Board of the Marine Biological Laboratory, a privately held company, since July 2024, New England Conservatory of Music, a privately held company, since July 2024 and SANA Biotechnology since June 2025. Mr. Rosiello previously served on the boards of Axcella Health, Inc. from October 2022 to November 2023, Evelo Biosciences from April 2023 to November 2023, Inari Agriculture, a privately held company from September 2015 to December 2021 and Omega Therapeutics, Inc from October 2024 to January 2025. Mr. Rosiello also previously served on the Board and Executive Committee of Catholic Charities of New York, from March 2012 to December 2025. Mr. Rosiello received his B.A. in economics from the University of North Carolina, where he was a Morehead Scholar and graduated Phi Beta Kappa, an M.Sc. in economics from the London School of Economics, and an M.B.A. from Harvard University. We believe Mr. Rosiello is qualified to serve on our Board of Directors because of his extensive corporate strategy and financial experience.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| KURT C. GRAVES | Age 58 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Kurt C. Graves has served as a member of our Board of Directors since November 2015. Mr. Graves has served as the Chairman, President and Chief Executive Officer of i20 Therapeutics, Inc., a biotechnology company, since August 2023, and as a director since August 2021. He previously served as the Executive Chairman of i20 Therapeutics’ board of directors from August 2021 to August 2023. Mr. Graves was previously the Chairman, President and Chief Executive Officer of Intarcia Therapeutics, Inc., a biotechnology company, from September 2010 to December 2020, and on its board of directors from August 2010 to December 2020. Previously, he served as Executive Vice President, Chief Commercial Officer and Head of Strategic Development at Vertex Pharmaceuticals Inc., or Vertex, from July 2007 to October 2009. Prior to joining Vertex, Mr. Graves held various senior leadership positions at Novartis Pharmaceuticals Corporation, or Novartis Corp., from 1999 to June 2007, including the Global General Medicines Business Unit Head and Global Chief Marketing Officer for the pharmaceuticals division of Novartis Corp. from September 2003 to June 2007. Prior to Novartis Corp., Mr. Graves held senior leadership positions at Merck and Astra-Merck where he led the U.S. Business Unit responsible for Prilosec, Nexium and Prilosec OTC over a 10-year period. He served as Chairman on the board of directors of Radius Health, Inc. from May 2011 to March 2020, and as a director on Achillion Pharmaceuticals, Inc., or Achillion, from June 2012 to January 2020, when Achillion was acquired. Mr. Graves received a B.S. in Biology from Hillsdale College. We believe Mr. Graves is qualified to serve as a member of our Board of Directors because of his extensive experience in the life sciences industry, membership on various boards of directors and his leadership and management experience.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
| Hans-Juergen Woerle, M.D., PH.D. | Age 60 |
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
Hans-Juergen Woerle, M.D., Ph.D., has served as a member of our Board of Directors since February 2025. Dr. Woerle served as Chief Medical Officer and Chief Scientific Officer at Nestlé Health Science S.A. from November 2018 to January 2026, where he was responsible for global research and development strategy. Dr. Woerle served on the boards of directors of Cerecin Inc., a clinical-stage biotechnology company, from June 2020 to September 2024 and Enterome, SA, a clinical-stage biopharmaceutical company from June 2020 to March 2025. Dr. Woerle is a board-certified physician and a specialist in internal medicine and endocrinology, holding an adjunct professorship at University of Ulm. Dr. Woerle earned his bachelor's degree, master's degree and medical degree from Ludwig Maximilian University. We believe Dr. Woerle is qualified to serve on our Board of Directors because of his extensive experience as a physician and in clinical research and development.
Responsive Actions Taken
Responsive Actions Taken In 2025, the Board of Directors and the Compensation and Talent Committee undertook a reassessment of our executive compensation program. The changes described below reflect a deliberate recalibration of our compensation to align more closely with the Company's current financial position and long-term strategic objectives. In light of the Company's focus on preserving cash to extend its operating runway, the Compensation and Talent Committee elected not to increase the base salaries of our NEOs for 2026, with the exception of Dr. Henn who received an increase due to the enhanced responsibility he undertook in his new role as President, and shifted the executive compensation mix more heavily toward equity-based awards. This shift enhances our pay-for-performance alignment by ensuring that executive compensation outcomes are tied to future stock price appreciation. The Compensation and Talent Committee limited cash-based compensation and, in keeping with our pay-for-performance compensation philosophy, exercised its discretion under our 2025 bonus program and elected not to award bonuses for 2025 to our NEOs. This decision was based on the applicable corporate performance objectives not being fully achieved and was made in consideration of the broader financial health of the Company. The decision not to pay executives a 2025 performance bonus demonstrates that our compensation framework operates as designed. The Company has right-sized its organization and considers every remaining role, including those of our executives, to be mission-critical. At the same time, a significant portion of previously granted equity awards are currently underwater, which has substantially diminished the retentive value of prior grants and weakened the alignment between executive incentives and future performance. The Compensation and Talent Committee issued targeted equity retention awards to newly appointed executives to reinforce retention during a critical period for the Company. The Compensation and Talent Committee chose to deliver these targeted equity retention awards, as well as 2025 and 2026 annual executive equity grants, primarily in the form of stock options. Because stock options deliver value to executives only if the Company's stock price appreciates, this award structure ensures that executives benefit only when stockholders benefit, directly linking executive pay to Company performance.
Compensation Philosophy
Compensation Philosophy Our executive compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure our success. The program seeks to align executive compensation with our short- and long-term objectives, business strategy and financial performance. We intend that the total compensation of our NEOs reflect a “pay-for-performance” compensation philosophy. The Compensation and Talent Committee has historically examined the range of pay within the market and positions our NEOs accordingly, taking into account company and individual performance, the NEO's experience, and the NEO's role. Our executive compensation program consists of three primary components: base salary, annual performance-based cash incentive awards and periodic equity-based incentives, which, in 2025, consisted of grants of stock options and restricted stock units.
Role of Compensation Consultant
Role of Compensation Consultant Our Compensation and Talent Committee has the authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making executive compensation decisions. Our Compensation and Talent Committee engages compensation consultants to assess and make recommendations with respect to the amount and types of compensation to provide our executives and directors. Alpine Rewards, LLC, or Alpine, has advised our Compensation and Talent Committee since October 2022. When making executive compensation decisions in 2025, our Compensation and Talent Committee considered advice and data provided by Alpine and met with Alpine to discuss compensation of our executive officers, including our President and Chief Executive Officer. Alpine reported directly to the Compensation and Talent Committee; however, our President and Chief Executive Officer consulted with Alpine with respect to the President and Chief Executive Officer's assessments of the compensation of our other executive officers. Alpine provided the Compensation and Talent Committee with peer group and market information that the Compensation and Talent Committee used when determining whether our executive compensation is competitive, commensurate with the executive officers’ responsibilities and consistent with market trends in executive compensation practices for comparable companies. Alpine provided no additional services to us for 2025 other than in its role of advising our Compensation and Talent Committee. The Compensation and Talent Committee has considered the adviser independence factors required under SEC rules and Nasdaq listing standards as they relate to Alpine and does not believe Alpine's work in 2025 raised a conflict of interest. The Compensation and Talent Committee recognizes the very competitive market for executive talent in our industry, and the importance of attracting and retaining strong talent as our business continues to evolve. Our positioning on compensation is intended to keep the Company competitive while strongly incentivizing performance and appropriately controlling executive compensation cost. 2025 Peer Group In connection with the Compensation and Talent Committee’s review of our executive compensation programs in late 2024, Alpine provided market data and analysis relative to a peer group selected by the Compensation and Talent Committee. Peer group companies were selected based on the following parameters: • Company Type: US-based biopharmaceutical companies; • Stage of Development: clinical-stage companies; • Market Capitalization: Between $75 million and $600 million; and • Headcount: Below 300 employees. Compared to the prior year, the criteria used to review and select peers was adjusted as follows: the stage of development was updated to remove late-stage pre-commercial and commercial companies (to reflect the sale of VOWST to Nestlé Health Science); the market capitalization range was decreased (as the range was previously $200 million to $2 billion); and the headcount range was decreased (as the range was previously 150 to 1,200 employees). Given these changes in peer company profiles, Alpine recommended and, in October 2024, the Compensation and Talent Committee approved, the removal of seventeen companies and the addition of nineteen new peer companies that better aligned with the Company’s profile to form the following compensation peer group:
Role of Compensation Consultant
| Acrivon Therapeutics | Adicet Bio | Assembly Biosciences | | Atea Pharmaceuticals | Aura Biosciences | AVROBIO | | Black Diamond Therapeutics | C4 Therapeutics | Cartesian Therapeutics | | Editas Medicine | Enanta Pharmaceuticals | Kyvema Therapeutics | | Larimar Therapeutics | Mersana Therapeutics | PepGen | | Prime Medicine | Pyxis Oncology | Regulus Therapeutics | | Spero Therapeutics | Ventryx Biosciences | Voyager Therapeutics |
Role of Compensation Consultant
The Compensation and Talent Committee believes the constituent companies in the peer group are similar to us based on development stage, industry, executive role considerations and market capitalization and are representative of our competitors for talent and capital. Alpine provided the Compensation and Talent Committee with a competitive assessment of our compensation program for executive officers against the peer group with respect to pay philosophies, pay mix, cash and equity-linked compensation. The Compensation and Talent Committee utilizes the peer group in making compensation decisions to help ensure our compensation program for executive officers adheres to our compensation philosophy of maintaining executive pay that rewards performance while remaining competitive, commensurate with the executive officers’ responsibilities and consistent with market trends in executive compensation practices for comparable companies.
Elements of Our Executive Compensation Program
| Compensation Element | Compensation Objectives Designed to be Achieved | | Base Salary | Attracts and retains talented executives, recognizes individual roles and responsibilities, and provides stable income. | | Cash-Based Incentive Compensation | Promotes short-term performance objectives and rewards executives for their contributions toward achieving those objectives. | | Equity-Based Compensation | Aligns executives’ interests with our stockholders’ interests, emphasizes long-term financial and operational performance, and helps retain executive talent. | | Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Aids in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a Change in Control. | | Retirement, Health, Welfare and Additional Benefits | Aids in attracting and retaining executive talent by supplementing competitive compensation packages. |
Cash-Based Incentive Compensation
Cash-Based Incentive Compensation Our NEOs generally have the opportunity to earn annual performance bonuses based on the achievement of short-term performance goals. The NEOs’ 2025 target annual cash bonuses, expressed as a percentage of base salary, were: 60% for Mr. Shaff and 40% for the other NEOs in 2025. Our Compensation and Talent Committee generally determines annual bonuses for our NEOs by multiplying (a) base salary, by (b) target cash bonus percentage, by (c) the level of achievement of corporate and/or individual performance objectives. In addition, the Compensation and Talent Committee retains discretion to adjust annual bonuses as it determines to be appropriate to reflect company performance, individual performance or other factors that the committee believes to be appropriate. For our NEOs, except Mr. Shaff, the achievement of 2025 corporate objectives was weighted 80% and the achievement of individual objectives was weighted at 20%. Mr. Shaff’s 2025 bonus was weighted 100% on corporate objectives. The table below provides additional details about the Compensation and Talent Committee’s assessment of our actual performance against our 2025 corporate objectives. Individual objectives are analyzed based on the business judgment of the Compensation and Talent Committee's subjective analysis of individual goals achieved in support of each of our corporate goals and are not based on specified performance measures.
Cash-Based Incentive Compensation
In December 2025, the Compensation and Talent Committee determined our 2025 corporate objectives were achieved at the 68.1% level. However, in consultation with management and based on guidance from Alpine, the Compensation and Talent Committee exercised its discretion and elected not to award 2025 bonuses to our NEOs based on the applicable corporate objectives not being fully achieved and accounting for the broader financial health of the Company. Our Compensation and Talent Committee periodically reviews NEO target bonus amounts in consultation with management and the committee's compensation consultant to determine whether any adjustments are necessary or appropriate. In early 2026, the committee elected to maintain 2026 target annual cash bonus amounts for our NEOs other than Mr. Shaff and Dr. Henn at their 2025 levels. As a non-employee member of our Board, Mr. Shaff is not eligible for a 2026 annual bonus. With Dr. Henn's promotion to President and Chief Scientific Officer of the Company effective March 2, 2026, his target annual bonus was increased to 45% of his base salary.
Equity-Based Compensation
Equity-Based Compensation We maintain the 2025 Incentive Award Plan (as amended and restated, the “2025 Plan”), under which we may grant equity incentive awards to directors, employees and consultants of our Company and our affiliates, to enable us to attract and retain services, skills and experience of these individuals, which we believe are essential to our long-term success. We do not currently have any formal policy for determining the number or types of equity-based awards to grant to NEOs. We typically grant equity incentive awards to employees when they commence employment with us and annually in conjunction with our review of individual performance. We may grant additional awards in the discretion of our Board of Directors or Compensation and Talent Committee. Our stock options allow employees to purchase shares of our Common Stock at a price equal to the fair market value of our Common Stock on the grant date, as determined under the applicable equity incentive plan, and may be intended to qualify as “incentive stock options” under the Internal Revenue Code of 1986, as amended (the “Code”). We believe stock options directly align the interests of our NEOs with those of our shareholders while ensuring the retention of our executive team. Our restricted stock units represent the right to receive one share of our Common Stock or its cash value equivalent upon vesting. Our stock options typically vest as to 25% of the shares subject to the option on the first anniversary of the grant date (or service commencement date for initial grants) and in 12 quarterly installments during the three-year period thereafter, subject to the holder’s continued service with us. Our restricted stock units typically vest as to 25% of the restricted stock units on the first 15th day of the calendar month that immediately follows the first anniversary of the grant date, and as to 6.25% of the restricted stock units upon completion of each three consecutive months of service during the three-year period thereafter, subject to the holder’s continued service with us. From time to time, our Board of Directors or Compensation and Talent Committee may also construct alternate vesting schedules as it determines are appropriate to motivate particular employees. In 2025, we granted retention awards in the form of 3,998 restricted stock units to each of Drs. Henn and Young, which restricted stock units fully vested on November 15, 2025. Stock options and restricted stock units granted to our employees may be subject to accelerated vesting in certain circumstances, as described in the section titled “Employment Agreements.” In the first quarter of each calendar year, we generally grant equity incentive awards based on competitive market practices and the retention value that NEOs have from past equity awards. In February 2025, we granted time-based stock options to our NEOs in the following amounts and with the vesting schedule indicated in the table below.
Equity-Based Compensation
(1) Options vest as to 25% of the total shares subject to the option on the first anniversary of the vesting commencement date, and as to 6.25% of the shares subject to the option upon each consecutive three months of service during the three-year period thereafter. The options are subject to the holder’s continued employment with us through the applicable vesting date.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We are party to employment agreements with each of our NEOs, which generally provide for severance benefits and payments upon a termination without cause or for good reason and enhanced severance benefits and payments if such termination is within 60 days prior to or 12 months following a change in control. Our Compensation and Talent Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. Particularly, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change in control arrangements are designed to be competitive with market practices. A description of these arrangements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2025, are set forth in “Employment Arrangements and —Potential Payments Upon Termination or Change in Control” below.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus (1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Eric D. Shaff (4) | 2025 | 408,333 | — | — | 1,338,870 | — | 28,346 | 1,775,549 | | Former President and Chief Executive Officer | 2024 | 685,000 | — | 116,875 | 1,459,835 | 411,000 | 9,297 | 2,682,007 | | Thomas J. DesRosier (5) | 2025 | 512,900 | 166,667 | — | 446,290 | — | 10,166 | 1,136,023 | | Former Co-President and Co-Chief Executive Officer and current Executive Vice President and Chief Legal Officer | 2024 | 498,000 | — | 39,188 | 502,178 | 199,200 | 9,942 | 1,248,507 | | Marella Thorell (5) | 2025 | 494,400 | 166,667 | | 446,290 | — | 6,039 | 1,113,396 | | Former Co-President and Co-Chief Executive Officer and current Executive Vice President and Chief Financial Officer | | | | | | | | | | Matthew Henn, Ph.D. | 2025 | 489,300 | — | 75,682 | 446,290 | — | 3,075 | 1,014,347 | | President and Chief Scientific Officer | | | | | | | | | | Teresa L. Young, Ph.D. | 2025 | 489,300 | — | 75,682 | 446,290 | — | 10,190 | 1,021,462 | | Former Executive Vice President and Chief Commercial and Strategy Officer | | | | | | | | |
2025 Summary Compensation Table
(1) Represents the portion of the cash bonus paid to Mr. DesRosier and Ms. Thorell in connection with their appointment as Co-President and Co-Chief Executive Officer that was earned in 2025. For additional information regarding these amounts, refer to "Employment Arrangements". (2) Represents the aggregate grant date fair value of the option awards and stock awards computed in accordance with FASB ASC Topic 718. For a description of the assumptions used in valuing option awards, see Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) Consists of company matching contributions under our 401(k) plan. For additional information regarding these amounts, refer to “—Elements of Our Executive Compensation Program—Retirement, Health, Welfare and Additional Benefits.” In addition, the 2025 amount for Mr. Shaff includes $18,709 in director fees earned by him for service as a non-employee director following his resignation of employment. (4) Mr. Shaff resigned from his role as the Company's President and Chief Executive Officer effective July 31, 2025. Mr. DesRosier and Ms. Thorell were each appointed as Co-President and Co-Chief Executive Officer effective August 1, 2025 and continued to hold their prior offices while they served in such position.
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. All awards are granted under the 2025 Plan.
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | Estimated Future Payout Under Non-Equity Incentive Plan Awards Target ($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) | | Eric D. Shaff | 2/7/2025 | | | | 97,500 | 15.64 | 1,338,870 | | | | - | | | | | | | Thomas J. DesRosier | 2/7/2025 | | | | 32,500 | 15.64 | 446,290 | | | | - | | | | | | | Marella Thorell | 2/7/2025 | | | | 32,500 | 15.64 | 446,290 | | | | - | | | | | | | Matthew Henn, Ph.D. | 2/7/2025 | | | | 32,500 | 15.64 | 446,290 | | | 9/26/2025 | | | 3,998 | | | 75,682 | | | | - | | | | | | | Teresa L. Young, Ph.D. | 2/7/2025 | | | | 32,500 | 15.64 | 446,290 | | | 9/26/2025 | | | 3,998 | | | 75,682 | | | | - | | | | | |
Grants of Plan-Based Awards in Fiscal 2025
(1) Amounts reflect potential payouts under our 2025 annual bonus program. The target amount is based on a percentage of the individual’s fiscal year 2025 base salary. No minimum threshold amount or maximum amount beyond the target amount was established. Please see the description of the annual bonus program under “Cash-Based Incentive Compensation” in the narrative compensation disclosure above. (2) Restricted stock units awards vested on November 15, 2025. (3) Option vests as to 25% of the total shares subject to the option on the first anniversary of the vesting commencement date, and as to 6.25% of the shares subject to the option upon each consecutive three months of service during the three-year period thereafter, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Employment Agreements.” Amounts reflect the full grant-date fair value of stock options and stock awards granted during fiscal year 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of option awards made to our NEOs in Note 7 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | | Eric D. Shaff | 2/7/2025 (1) | — | 97,500 | | 15.64 | 2/6/2035 | | | | | 2/14/2024 (1) | 13,945 | 17,930 | | 22.00 | 2/13/2034 | | | | | 2/14/2024 (3) | | | 41,129 | 22.00 | 2/13/2034 | | | | | 2/14/2024 (2) | | | | | | 2,989 | 44,476 | | | 2/3/2023 (1) | 8,593 | 3,907 | | 110.00 | 2/2/2033 | | | | | 2/3/2023 (2) | | | | | | 1,954 | 29,076 | | | 2/4/2022 (1) | 23,437 | 1,563 | | 147.60 | 2/3/2032 | | | | | 2/4/2021 (1) | 17,500 | — | | 526.80 | 2/3/2031 | | | | | 1/29/2020 (1) | 50,000 | — | | 66.00 | 1/28/2030 | | | | | 1/25/2019 (1) | 13,750 | — | | 120.20 | 1/24/2029 | | | | | 1/30/2018 (1) | 6,000 | — | | 208.40 | 1/29/2028 | | | | | 1/26/2017 (1) | 5,250 | — | | 197.80 | 1/25/2027 | | | | | 2/1/2016 (1) | 3,925 | — | | 524.00 | 1/31/2026 | | | | Thomas J. DesRosier | 2/7/2025 (1) | — | 32,500 | | 15.64 | 2/6/2035 | | | | | 2/14/2024 (1) | 4,675 | 6,012 | | 22.00 | 2/13/2034 | | | | | 2/14/2024 (3) | | | 14,395 | 22.00 | 2/13/2034 | | | | | 2/14/2024 (2) | | | | | | 1,001 | 14,895 | | | 2/3/2023 (1) | 2,921 | 1,329 | | 110.00 | 2/2/2033 | | | | | 2/3/2023 (2) | | | | | | 664 | 9,880 | | | 2/4/2022 (1) | 6,093 | 407 | | 147.60 | 2/3/2032 | | | | | 2/4/2021 (1) | 5,000 | — | | 526.80 | 2/3/2031 | | | | | 1/29/2020 (1) | 17,500 | — | | 66.00 | 1/28/2030 | | | | | 1/25/2019 (1) | 4,240 | — | | 120.20 | 1/24/2029 | | | | | 1/30/2018 (5) | 5,000 | — | | 208.40 | 1/29/2028 | | | | | 1/30/2018 (1) | 4,000 | — | | 208.40 | 1/29/2028 | | | | | 1/26/2017 (1) | 3,000 | — | | 197.80 | 1/25/2027 | | | | | 6/1/2016 (4) | 5,000 | — | | 618.00 | 5/31/2026 | | | | Marella Thorell | 2/7/2025 (1) | — | 32,500 | | 15.64 | 2/6/2035 | | | | | 3/25/2024 (1) | 15,312 | 19,688 | | 15.75 | 3/24/2034 | | | | Matthew Henn, Ph.D. | 2/7/2025 (1) | — | 32,500 | | 15.64 | 2/6/2035 | | | | | 2/14/2024 (1) | 4,101 | 5,274 | | 22.00 | 2/13/2034 | | | | | 2/14/2024 (3) | | | 14,395 | 22.00 | 2/13/2034 | | | | | 2/14/2024 (2) | | | | | | 878 | 13,065 | | | 2/3/2023 (1) | 3,093 | 1,407 | | 110.00 | 2/2/2033 | | | | | 2/3/2023 (2) | | | | | | 704 | 10,476 | | | 2/4/2022 (1) | 8,203 | 547 | | 147.60 | 2/3/2032 | | | | | 2/4/2021 (1) | 6,500 | — | | 526.80 | 2/3/2031 | | | | | 1/29/2020 (1) | 15,000 | — | | 66.00 | 1/28/2030 | | | | | 1/25/2019 (1) | 2,296 | — | | 120.20 | 1/24/2029 | | | | | 1/30/2018 (1) | 3,000 | — | | 208.40 | 1/29/2028 | | | | | 6/19/2017 (6) | 3,500 | — | | 216.80 | 6/19/2027 | | | | | 1/26/2017 (1) | 187 | — | | 197.80 | 1/25/2027 | | | | | 2/1/2016 (1) | 625 | — | | 524.00 | 1/31/2026 | | | | Teresa L. Young, Ph.D. (8) | 2/7/2025 (1) | — | 32,500 | | 15.64 | 2/6/2035 | | | | | 2/14/2024 (1) | 4,101 | 5,274 | | 22.00 | 2/13/2034 | | | | | 2/14/2024 (3) | | | 14,395 | 22.00 | 2/13/2034 | | | | | 2/14/2024 (2) | | | | | | 878 | 13,065 | | | 2/3/2023 (1) | 2,921 | 1,329 | | 110.00 | 2/2/2033 | | | | | 2/3/2023 (2) | | | | | | 664 | 9,880 | | | 2/4/2022 (1) | 5,625 | 375 | | 147.60 | 2/3/2032 | | | | | 2/4/2021 (1) | 4,500 | — | | 526.80 | 2/3/2031 | | | | | 6/29/2020 (1) | 15,000 | — | | 93.40 | 6/28/2030 | | |
Outstanding Equity Awards at 2025 Fiscal Year End
Option vests as to 25% of the total shares subject to the option on the first anniversary of the grant date, and as to 6.25% of the shares subject to the option upon each consecutive three months of service during the three-year period thereafter, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Employment Agreements.” (2) Restricted stock unit award vests as to 25% of the restricted stock units on the first 15th day of the calendar month that immediately follows the first anniversary of the grant date, and as to 6.25% of the restricted stock units upon completion of each three consecutive months of service during the three-year period thereafter, subject to the holder’s continued employment with us through the applicable vesting date and potential accelerated vesting as described in the section titled “Employment Agreements.” Option vests (a) as to 50% of the total shares subject to the option upon achievement of a 30-day trailing average public market closing price per share of the Company's common stock greater than or equal to $60.00 and (b) as to the remaining 50% of the shares subject to the option upon achievement of a 30-day trailing average public market closing price per share of the Company's common stock greater than or equal to $100.00, subject to the holder’s continued employment with us through the applicable vesting date. Option vested as to 25% of the shares on May 16, 2017. The remainder of the shares vested in 12 equal quarterly installments thereafter. (5) Option vested as to one third of the shares on January 30, 2019, one third of the shares on January 30, 2020, and one third of the shares on January 30, 2021. (6) Option vests (i) as to 50% of the total shares subject to the option, upon the filing of the BLA for SER-109 with the FDA, and (ii) as to the remaining 50% of the shares subject to the option, upon the FDA's approval of SER-109. (7) Market value calculated using the closing price per share of the Company's common stock on December 31, 2025 (the last trading day of 2025) of $14.88. (8) Dr. Young's employment with us terminated on March 15, 2026; however, options held by Dr. Young will be eligible to vest through July 16, 2026.
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025 The following table shows the stock vested for our NEOs during fiscal 2025. None of our NEOs exercised stock options during fiscal 2025.
Option Exercises and Stock Vested in Fiscal 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Eric D. Shaff | 1,562(1) | 22,425 | | | 2,323(2) | 35,641 | | Thomas J. DesRosier | 531(1) | 7,619 | | | 780(2) | 11,969 | | Marella Thorell | 0 | 0 | | Matthew Henn, Ph.D. | 562(1) | 8,071 | | | 684(2) | 10,490 | | | 3,998(3) | 66,607 | | Teresa L. Young, Ph.D. | 531(1) | 7,619 | | | 684(2) | 10,490 | | | 3,998(3) | 66,607 |
Option Exercises and Stock Vested in Fiscal 2025
(1) The restricted stock unit awards vested as to 6.25% of the total award on February 15, 2025, 6.25% of the total award on May 15, 2025, 6.25% of the total award on August 15, 2025, and 6.25% of the total award on November 15, 2025. (2) The restricted stock unit awards vested as to 25% of the total award on February 15, 2025, 6.25% of the total award on May 15, 2025, 6.25% of the total award on August 15, 2025, and 6.25% of the total award on November 15, 2025. (3) The restricted stock unit awards vested on November 15, 2025. (4) The value realized upon vesting of restricted stock units is calculated by multiplying (i) the number of restricted stock units vested by (ii) the closing market price of our common stock on the vesting date or the next trading day if the vesting date is not a trading day). The value does not necessarily reflect the actual proceeds received.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In accordance with SEC rules, the following table summarizes the payments that would be made to certain of our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment with the Company occurred on December 31, 2025 and, where relevant, that a change in control of the Company occurred on December 31, 2025. Amounts shown in the table below do not include (1) accrued but unpaid salary and (2) other benefits earned or accrued by the NEOs during employment that are available to all salaried employees, such as accrued vacation. As discussed above, Mr. Shaff resigned from his employment effective July 31, 2025. He did not receive any payments in connection with his resignation.
Potential Payments Upon Termination or Change in Control
| Name | Benefit | Termination Without Cause or for Good Reason (no Change in Control) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control) ($)(1) | | Thomas J. DesRosier | Continued Base Salary | 512,900 | 512,900 | | | Bonus Lump Sum | 0 | 205,160 | | | Continued Healthcare | 29,365 | 29,365 | | | Equity Acceleration (2) | 0 | 24,775 | | | Total (3) | 542,265 | 772,200 | | Marella Thorell | Continued Base Salary | 494,400 | 494,400 | | | Bonus Lump Sum | 0 | 197,760 | | | Continued Healthcare | 44,509 | 44,509 | | | Equity Acceleration (2) | 0 | 0 | | | Total (3) | 538,909 | 736,669 | | Matthew Henn, Ph.D. | Continued Base Salary | 489,300 | 489,300 | | | Bonus Lump Sum | 0 | 195,720 | | | Continued Healthcare | 44,509 | 44,509 | | | Equity Acceleration (2) | 0 | 23,540 | | | Total (3) | 533,809 | 753,069 | | Teresa L. Young, Ph.D. | Continued Base Salary | 489,300 | 489,300 | | | Bonus Lump Sum | 0 | 195,720 | | | Continued Healthcare | 15,199 | 15,199 | | | Equity Acceleration (2) | 0 | 22,945 | | | Total (3) | 504,499 | 723,164 |
Potential Payments Upon Termination or Change in Control
Assumes awards are not assumed or substituted in connection with the change in control. (2) With respect to options, the value of equity acceleration was calculated by multiplying (i) the number of accelerated shares of common stock underlying the options by (ii) the excess, if any, of $14.88, the closing trading price of our common stock on December 31, 2025, over the exercise price for the options. With respect to RSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs, by $14.88, the closing trading price of our common stock on December 31, 2025. (3) Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2025. Amounts of any reduction pursuant to the 280G best pay provision, if any, would be calculated upon actual termination of employment.
Pay Versus Performance
Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance, this section presents the SEC-defined “Compensation Actually Paid,” or CAP. Also required by the SEC, this section compares CAP to various measures used to gauge our performance. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in this proxy statement, not in replacement.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2024 and 2025, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Eric D. Shaff ($) | Compensation Actually Paid to Eric D. Shaff ($)(1)(2) | Summary Compensation Table Total for Thomas J. DesRosier ($) | Compensation Actually Paid to Thomas J. DesRosier ($)(1)(2) | Summary Compensation Table Total for Marella Thorell ($) | Compensation Actually Paid to Marella Thorell ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income ($) | | 2025 | $1,775,549 | $1,445,792 | $1,136,023 | $1,026,058 | $1,113,396 | $962,202 | $1,017,905 | $900,283 | $13 | $5,696,000 | | 2024 | $2,682,007 | $1,906,325 | $0 | $0 | $0 | $0 | $1,259,430 | $988,400 | $15 | $136,000 | | 2023 | $3,158,336 | $(517,565) | $0 | $0 | $0 | $0 | $1,695,799 | $260,831 | $25 | $(113,724,000) |
Pay Versus Performance Table
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2025 | Eric Shaff, Thomas DesRosier and Marella Thorell | Matthew Henn, Ph.D. and Teresa L. Young, Ph.D. | | 2024 | Eric Shaff | Lisa von Moltke, M.D., and Thomas DesRosier. | | 2023 | Eric Shaff | Teresa L. Young, Ph.D. and Lisa von Moltke, M.D |
Pay Versus Performance Table
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance Table
| Adjustments | 2025 | | | | | | Eric D. Shaff | Thomas J. DesRosier | Marella Thorell | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (1,338,870) | (446,290) | (446,290) | (521,972) | | Increase Based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, Determined as of Applicable FY End | 1,164,160 | 388,053 | 388,053 | 388,053 | | Increase Based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, Determined as of Vesting Date | 0 | | | 66,607 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, Determined Based on Change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (108,809) | (37,316) | (53,912) | (36,095) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, Determined Based on Change in ASC 718 Fair Value from Prior FY End to Vesting Date | (46,238) | (14,412) | (39,045) | (14,215) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, Determined as of Prior FY End | 0 | | | 0 | | Increase Based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 0 | | | 0 | | Increase Based on Incremental Fair Value of Options/SARs Modified during Applicable FY | 0 | | | 0 | | Deduction for Change in the Actuarial Present Values Reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | 0 | | | 0 | | Increase for Service Cost and, if Applicable, Prior Service Cost for Pension Plans | 0 | | | 0 | | TOTAL ADJUSTMENTS | (329,757) | (109,965) | (151,194) | (117,622) |
Pay Versus Performance Table
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based RSU awards, the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the original expected life determined at grant, reduced by the amount of time elapsed from the grant date to the revaluation date, and adjusted based on relevant factors, including taking into account the stock price on the applicable revaluation date relative to the option’s strike price determined at grant, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Director Compensation
Director Compensation Directors who are also our employees do not receive compensation for their service on our Board. Mr. Shaff served as a director and executive officer of our company until July 31, 2025. Refer to the 2025 Summary Compensation Table and related narrative disclosure above for information regarding the compensation Mr. Shaff received from us during 2025. We maintain a compensation program for our non-employee directors providing for each non-employee director to receive the following amounts for serving on our Board: • effective March 27, 2025, an option to purchase 10,000 shares of our Common Stock upon the director’s initial election or appointment to our Board (the “Initial Award”); • if the director has served on our Board for at least six months as of the date of an annual meeting of stockholders, an option to purchase 5,000 shares of our Common Stock on the date of the annual meeting (the “Subsequent Award”); • an annual base director fee of $45,000, and if the director serves as chairperson of our Board or lead independent director, an additional annual base director fee of $35,000; and • if the director serves on a committee of our Board, an additional annual fee as follows: • chairperson of the Audit Committee—$20,000; • Audit Committee member other than the chairperson—$10,000; • chairperson of the Compensation and Talent Committee—$15,000; • Compensation and Talent Committee member other than the chairperson—$7,500; • chairperson of the Nominating and Corporate Governance Committee—$10,000; • Nominating and Corporate Governance Committee member other than the chairperson—$5,000; • chairperson of the Science and Clinical Development Committee—$15,000; and • Science and Clinical Development Committee member other than the chairperson—$7,500. Stock options granted to our non-employee directors under the program have an exercise price equal to the fair market value of our Common Stock on the grant date. The stock options granted upon a director’s initial election or appointment vest in four annual installments following the grant date. The stock options granted annually to directors vest in a single installment on the earlier of the day before the next annual meeting of stockholders or the first anniversary of the grant date. In addition, all unvested stock options vest in full immediately prior to a change in control. Each non-employee director may elect on an annual basis to receive an option to purchase shares of our common stock in lieu of the director’s annual base director fee and, if applicable additional annual base director fee for service as chairperson or lead independent director. For 2025, the election applied to cash fees earned for the period July 1, 2025 to June 30, 2026. The number of shares subject to any such option is determined by dividing the cash amount of the base director fee or additional base director fee, as applicable, by the Black-Scholes value of the option, computed in accordance with the terms of the director compensation program on the applicable grant date. Each such option is granted automatically on July 1 of the applicable year and vests in four equal quarterly installments occurring on each October 1, January 1, April 1 and July 1 following the grant date, provided that if the next annual meeting of the Company’s stockholders after the grant date occurs before the first anniversary of the grant date, the final quarterly vesting installment will vest on the day immediately prior to the date of such annual meeting. Each member of our Board is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which he or she serves.
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Dennis A. Ausiello, M.D.(2) | 20,000 | 111,688 | 131,688 | | Stephen A. Berenson(3) | 10,000 | 158,985 | 168,985 | | Paul R. Biondi(4) | 31,386 | 50,875 | 82,261 | | Willard H. Dere, M.D. | 62,500 | 50,875 | 113,375 | | Claire M. Fraser, Ph.D.(2) | 40,000 | 111,688 | 151,688 | | Kurt C. Graves | 37,500 | 50,875 | 88,375 | | Richard N. Kender | 72,500 | 50,875 | 123,375 | | Robert Rosiello(5) | 21,257 | 125,858 | 147,115 | | Hans-Juergen Woerle, M.D., Ph.D(6) | 47,486 | 84,876 | 132,362 |
2025 DIRECTOR COMPENSATION TABLE
Represents the aggregate grant date fair value of the option awards granted during 2025 computed in accordance with FASB ASC Topic 718. The amounts for Drs. Ausiello and Fraser include $30,407 and for Mr. Berenson includes $54,055, representing the excess of the grant date fair value of the options received in July 2025 in lieu of cash fees over the amount of those fees for service during 2025. The grant date fair value of these options exceeds the 2025 cash fee amount because, as described below, the options were received in lieu of cash fees otherwise payable for services performed from July 1, 2025 through June 30, 2026. For a description of the assumptions used in valuing these awards, see Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The table below shows the number of option awards held as of December 31, 2025 by each of our directors who are not NEOs. None of our directors held unvested stock awards as of that date. (2) Drs. Ausiello and Fraser elected to receive payment of their annual base director fee earned from July 1, 2025 through June 30, 2026 in the form of stock options. Accordingly, in July 2025, Drs. Ausiello and Fraser were each issued an option to purchase 6,452 shares with an aggregate grant date fair value of $60,813 (in lieu of $22,500 in cash fees for July through December 2025 and $22,500 in cash fees for January through June 2026). (3) Mr. Berenson elected to receive payment of his annual base director fee and additional annual base director fee for service as chairperson or lead independent director earned from July 1, 2025 through June 30, 2026 in the form of stock options. Accordingly, in July 2025, Mr. Berenson was issued options to purchase 11,470 shares with an aggregate grant date fair value of $108,110 (in lieu of $40,000 in cash fees for July through December 2025 and $40,000 in cash fees for January through June 2026). (4) Mr. Biondi resigned from the Board effective August 5, 2025. (5) Mr. Rosiello was appointed to the Board effective August 5, 2025. (6) Dr. Woerle was appointed to the Board effective February 4, 2025.
2025 DIRECTOR COMPENSATION TABLE
| Name | Option Awards Outstanding as of December 31, 2025 (#) | | Dennis A. Ausiello, M.D. | 26,830 | | Stephen A. Berenson | 32,859 | | Paul R. Biondi | 15,650 | | Willard H. Dere, M.D. | 17,150 | | Claire M. Fraser, Ph.D. | 18,602 | | Kurt C. Graves | 20,378 | | Richard N. Kender | 17,150 | | Robert Rosiello | 10,000 | | Hans-Juergen Woerle, M.D., Ph.D. | 6,000 |