Claire Fraser
Seres TherapeuticsAbout Claire M. Fraser, Ph.D.
Independent director since January 2023; age 69. Founding Director of the Institute for Genome Sciences and Professor Emerita of Medicine and Microbiology & Immunology at University of Maryland School of Medicine; previously President & Director of The Institute for Genomic Research (1998–2007); elected to the National Academy of Sciences and National Academy of Medicine . Serves on Becton, Dickinson and Company (BD) board since 2006; previously Chair and director of the American Association for the Advancement of Science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Institute for Genomic Research (TIGR) | President & Director | 1998–2007 | Led human and microbial genomics studies |
| University of Maryland School of Medicine | Founding Director, Institute for Genome Sciences; Professor Emerita | ~2007–present | Built genomics institute; scientific leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company (BD) | Director | 2006–present | Governance Committee member; Quality & Regulatory Compliance Committee member (historical) |
| American Association for the Advancement of Science (AAAS) | Chair (prior) and Director | Prior service | Science policy leadership |
BD compensation and alignment signals:
- FY2024 BD director compensation for Fraser: $120,000 cash + $214,470 stock awards; total $334,470; 19,704 RSUs outstanding at Sept. 30, 2024 .
- Historical BD director compensation (FY2018): $123,387 cash + $220,862 stock awards; RSUs outstanding 17,893 at Sept. 30, 2018 .
Board Governance (MCRB)
- Independence: Board has determined Fraser is independent under Nasdaq; Audit Committee independence also met .
- Committee assignments: Audit Committee member; Science and Clinical Development Committee member; Audit Committee is Dere (member), Fraser (member), Kender (Chair) . Fraser recognized as an “audit committee financial expert” .
- Attendance: In FY2024, each director attended at least 75% of Board/committee meetings; all then-incumbent directors attended the 2024 annual meeting .
- Anti-hedging/pledging: Company maintains Anti-Hedging and Anti-Pledging Policy (policy referenced) .
- Governance improvements: Board proposed elimination of supermajority voting and modernization of charter voting standards in 2025 proxies .
Fixed Compensation (MCRB Non-Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $45,000 | Paid quarterly in arrears; applicable to non-employee directors |
| Director compensation limit (equity + cash) | $750,000/year ($1,000,000 in first year) | 2025 Incentive Award Plan cap; exceptions for extraordinary circumstances |
Performance Compensation (MCRB Non-Employee Director Equity)
| Feature | Details | Governance Signal |
|---|---|---|
| Annual option grant | Option to purchase 60,000 shares to each eligible non-employee director at the annual meeting (assuming ≥6 months of service) | Time-based vesting; standard director alignment (no performance metrics) |
| Plan practices | No evergreen; no repricing without stockholder approval; no tax gross-ups; no single-trigger vesting in change-in-control (acceleration if awards not assumed) | Shareholder-friendly features; limits pay inflation risk |
| Dividend equivalents | Not paid unless awards vest | Pay-for-vesting discipline |
Note: MCRB does not disclose performance metrics (e.g., TSR, EBITDA) tied to director compensation; director equity grants are service-based rather than performance-based .
Other Directorships & Interlocks
- BD (medical technology) directorship since 2006; Governance and Quality/Regulatory committees (historical). No disclosed related-party transactions between BD and MCRB; Board confirms independence after reviewing relationships for potential conflicts .
Expertise & Qualifications
- Microbiome and genomics scientific leadership; National Academy of Sciences/Medicine member; senior academic credentials (RPI Biology B.S.; SUNY-Buffalo Ph.D. in Pharmacology) .
- Audit committee financial expertise designation at MCRB .
Equity Ownership (MCRB)
| Date | Vested Options (#) | Unvested Options (#) | Estimated Value of Unvested Options ($) | RSUs (#) |
|---|---|---|---|---|
| Aug 5, 2024 | 47,000 | 96,000 | 31,200 | — |
| Aug 19, 2024 | — | 96,000 | 11,340 | — |
Valuation methodology per filings used stock price versus exercise price (e.g., $1.28 on Aug 5 and $0.949 on Aug 19) multiplied by shares subject to acceleration; RSUs not indicated for directors in these tables .
Governance Assessment
- Strengths
- Independent director with deep scientific domain expertise directly relevant to MCRB’s microbiome programs .
- Audit Committee financial expert; serves on Audit and Science & Clinical Development committees, bolstering controls and R&D oversight .
- Strong attendance and Board engagement in FY2024 .
- Shareholder-friendly plan terms (no repricing, no evergreen, no tax gross-ups; director pay cap) and modernization of voting provisions proposed in 2025 .
- Watch items
- MCRB’s director compensation relies on options; dilution oversight remains important given 2025 Plan share reserve increase and burn-rate history cited in plan background .
- Company recorded only ~65% “say-on-pay” approval in 2024, indicating investor sensitivity to compensation practices (applies to executives but a broader governance signal) .
Additional Data Points
- Committee structure: Board has Audit, Compensation & Talent, Nominating & Corporate Governance, and Science & Clinical Development committees; all members independent; Fraser on Audit and Science & Clinical Development committees .
- Director pay cadence: Non-employee director equity awards (options) granted annually at meeting; cash retainer quarterly .
- Attendance policy and engagement: No formal annual meeting attendance policy, but directors expected to attend; 2024 compliance met .