Dennis Ausiello
Seres TherapeuticsAbout Dennis A. Ausiello, M.D.
Independent director of Seres Therapeutics since April 2015; age 79; Class I nominee for a term through 2028 if elected . Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School and Director, Emeritus of the M.D./Ph.D. Program (since 1996); Chair of Medicine, Emeritus and Director of CATCH at Massachusetts General Hospital (since 2012); Physician‑in‑Chief Emeritus at MGH (since 2013); B.A. in Biochemistry from Harvard College and M.D. from University of Pennsylvania; member of the National Academy of Medicine and fellow of the American Academy of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Chair of Medicine; Physician‑in‑Chief Emeritus | Chair: 1996–Apr 2013; Physician‑in‑Chief Emeritus since 2013 | Led clinical medicine at MGH; continuing senior advisory capacity |
| Harvard Medical School | Jackson Distinguished Professor of Clinical Medicine; Director, Emeritus of M.D./Ph.D. Program | Since 1996 | Senior academic leadership; training and mentorship at scale |
| Massachusetts General Hospital (CATCH) | Director, Center for Assessment Technology and Continuous Health | Since 2012 | Co‑founded CATCH; oversight of technology/continuous health assessment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alnylam Pharmaceuticals (NASDAQ: ALNY) | Director | Since Apr 2012 | Public company directorship |
| Spexis AG | Vice Chairman | Since Dec 2021 | Public clinical-stage biopharma; board leadership role |
| Pfizer Inc. (NYSE: PFE) | Director; Advisory Board member | Director 2006–2020; Advisory Board since 2019 | Large-cap pharma; advisory role post-directorship |
| Various private companies | Director | Ongoing | Multiple privately held company boards |
Board Governance
- Committee assignments: Chair, Science & Clinical Development Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Ausiello is independent under Nasdaq rules (all directors other than the CEO are independent) .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and committee meetings; all incumbent directors attended the 2024 annual meeting .
- Executive sessions: Independent director executive sessions are held at every regular Board and standing committee meeting (company governance practice) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 81,250 | Includes base and committee cash fees per director program |
| Option Awards (grant-date fair value) | 59,008 | Includes July 2024 election of options in lieu of cash fees |
| Total | 140,258 | Sum of cash and option grant-date values |
Director fee schedule (policy-level):
- Annual base director fee: $45,000
- Committee fees: Audit chair $20,000; Audit member $10,000; Compensation chair $15,000; Compensation member $7,500; Nominating chair $10,000; Nominating member $5,000; Science & Clinical Development chair $15,000; Science member $7,500
- Chair/Lead independent additional fee: $35,000 (if applicable)
- Annual director equity grant eligibility: 60,000‑share stock option if ≥6 months board service by annual meeting (increased from 35,000 effective Mar 19, 2024); initial grant 120,000‑share stock option upon appointment
Specific 2024 election:
- In July 2024, Ausiello elected options in lieu of cash fees for the period Jul 1, 2024–Jun 30, 2025: option to purchase 64,564 shares; grant‑date fair value $40,520 .
Performance Compensation
- Non‑employee director compensation is not tied to Company operational performance metrics; directors receive time‑based stock options (exercise price at grant‑date fair market value) with annual grants vesting by the next annual meeting; all unvested director options vest immediately prior to a change in control .
- No PSUs or performance‑based equity awards are shown for non‑executive directors in 2024 (director group had 0 RSUs/PSUs outstanding) .
Director equity program terms:
| Term | Detail |
|---|---|
| Annual grant vesting | Single installment on the earlier of the day before next annual meeting or first anniversary of grant |
| Initial grant vesting | Four annual installments following grant |
| Change in control | Unvested director options vest in full immediately prior to a change in control |
| No discounted options | Exercise price ≥ fair market value on grant date |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with Seres |
|---|---|---|
| Alnylam Pharmaceuticals | Director | None disclosed; Seres notes independence determinations consider relationships where relevant (Flagship/Nestlé for other directors), Ausiello not flagged |
| Spexis AG | Vice Chairman | None disclosed |
| Pfizer Inc. | Former Director; Advisory Board | None disclosed |
- Related‑party transactions oversight: Audit Committee reviews/approves related person transactions; no Ausiello-specific related party transactions disclosed in 2024–2025 proxy .
Expertise & Qualifications
- Senior academic physician leader with extensive clinical and translational experience; National Academy of Medicine member; American Academy of Arts and Sciences fellow .
- Education: B.A. Biochemistry (Harvard College); M.D. (University of Pennsylvania) .
- Prior leadership at MGH and Harvard signals capability to chair scientific oversight committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 366,423 | Calculated as of Feb 13, 2025 |
| Ownership % of outstanding | <1% | Company classification (“* less than one percent”) |
| Composition of beneficial ownership | Options exercisable within 60 days | Footnote: consists entirely of currently exercisable/within 60 days options |
| Options outstanding (Dec 31, 2024) | 382,564 | Option awards outstanding table |
| RSUs outstanding | 0 | No unvested stock awards for directors |
| Hedging/pledging | Prohibited by policy | Company anti‑hedging and anti‑pledging policy applies to directors |
Governance Assessment
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Strengths:
- Strong scientific oversight as Chair of Science & Clinical Development; committee met 4 times in 2024, indicating engagement .
- Independent status affirmed; attendance threshold met; Board maintains executive sessions of independent directors .
- Equity alignment signals via election to receive options in lieu of cash fees in 2024–2025 .
- Robust governance policies (clawback for executives, anti‑hedging/anti‑pledging, director compensation limit of $750k/$1,000k first year) .
-
Potential risk indicators:
- Multiple external board commitments (Alnylam, Spexis; advisory role at Pfizer) could present time‑capacity considerations, though no attendance or engagement issues disclosed .
- Age 79 suggests succession planning consideration for long‑term board refreshment, balanced by deep domain expertise .
- Company‑level capital market and listing risk (reverse split proposal; Nasdaq minimum bid compliance) may heighten investor scrutiny of board effectiveness; not specific to Ausiello but underscores need for strong oversight .
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Conflicts/Related‑party exposure:
- No Ausiello-related party transactions disclosed; Audit Committee monitors and approves related person transactions . Nestlé/Flagship relationships noted for other directors; Ausiello not identified in those considerations .
Overall: Ausiello brings high-caliber medical/scientific governance as committee chair, maintains independence and attendance, and shows equity alignment through option elections. Watch for continued engagement amid multiple external roles; no specific conflict or pledging risk is disclosed given policy prohibitions .