Print Page     Close Window     

SEC Filings

10-K
SERES THERAPEUTICS, INC. filed this Form 10-K on 03/16/2017
Entire Document
 

For purposes of the employment agreements, “cause” and “good reason” have the same meanings as in Dr. Pomerantz’s employment agreement.

 

Director Compensation

Directors who are also our employees do not receive compensation for their service on our board of directors. Dr. Pomerantz served as a director and executive officer of our company during 2016. Refer to the 2016 Summary Compensation Table and related narrative disclosure above for information regarding the compensation he received from us during 2016.

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 of directors:

 

 

an option to purchase 30,000 shares of our common stock upon the director’s initial election or appointment to our board of directors;

 

if the director has served on our board of directors for at least six months as of the date of an annual meeting of stockholders, an option to purchase 15,000 shares of our common stock on the date of the annual meeting;

 

an annual director fee of $35,000, and if the director serves as chairman of our board of directors or lead independent director, an additional annual director fee of $20,000; and

 

if the director serves on a committee of our board of directors, an additional annual fee as follows:

 

 

chairman of the audit committee—$15,000;

 

audit committee member other than the chairman—$7,500;

 

chairman of the compensation committee—$10,000;

 

compensation committee member other than the chairman—$5,000;

 

chairman of the nominating and corporate governance committee—$7,000; and

 

nominating and corporate governance committee member other than the chairman—$3,500.

 

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 member of our board of directors is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which he or she serves.

 

2016 Director Compensation Table

 

 Name

 

 

 

Fees Earned or Paid in Cash ($)

 

 

Option Awards ($)(2)

 

 

Total ($)

 

Noubar B. Afeyan, Ph.D.

 

 

 

 

$66,750

 

 

 

$320,439

 

 

 

$387,189

 

Peter Barton Hutt

 

 

 

 

$47,000

 

 

 

$320,439

  

 

 

$367,439

  

Lorence H. Kim, M.D.

 

 

 

 

$42,250

 

 

 

$320,439

  

 

 

$362,689

  

Richard N. Kender

 

 

 

 

$55,000

 

 

 

$320,439

 

 

 

$375,439

  

Grégory Behar(1)

 

 

 

 

$35,000

 

 

 

_

  

 

 

$35,000

  

Dennis A. Ausiello, M.D.

 

 

 

 

$42,250

 

 

 

$320,439

  

 

 

$362,689

 

Kurt C. Graves

 

 

 

 

$38,750

 

 

 

$320,439

  

 

 

$359,189

  

Werner Cautreels, Ph.D (3)

 

 

 

 

$18,571

 

 

 

-

  

 

 

$18,571

 

 

(1)

Mr. Behar elected to waive all non-cash compensation payable to him for his service on our board of directors during 2016.

(2)

Represents the aggregate grant date fair value of the option awards granted during 2016 computed in accordance with FASB ASC Topic 718. For a description of the assumptions used in valuing these awards, see Note 9 to our audited consolidated financial statements included in this Annual Report. The table below shows the number of option awards held as of December 31, 2016 by each of our directors who are not NEOs. None of our directors held unvested stock awards as of that date.

93



© Seres Therapeutics. All Rights Reserved.