Hans-Juergen Woerle
Seres TherapeuticsAbout Hans-Juergen Woerle
Hans-Juergen Woerle, M.D., Ph.D., age 59, joined the Seres Therapeutics (MCRB) Board in February 2025 and is a continuing Class III director with a term ending in 2027 . He is Chief Medical Officer and Chief Scientific Officer at Nestlé Health Science S.A. (since November 2018), serves on Enterome SA’s board (since June 2020), and previously served on Cerecin Inc.’s board (June 2020–September 2024) . A board-certified physician specializing in internal medicine and endocrinology, he holds an adjunct professorship at the University of Ulm and earned his degrees from Ludwig Maximilian University . He was designated for election to the Seres Board by Nestlé affiliate Société des Produits Nestlé S.A. (SPN) under a September 30, 2024 Securities Purchase Agreement right tied to SPN’s ≥10% ownership stake .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerecin Inc. | Director | Jun 2020 – Sep 2024 | Clinical-stage biotech oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nestlé Health Science S.A. | Chief Medical Officer; Chief Scientific Officer | Since Nov 2018 | Responsible for global R&D strategy |
| Enterome SA | Director | Since Jun 2020 | Clinical-stage biopharma |
| University of Ulm | Adjunct Professor | N/A | Internal medicine/endocrinology |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent under Nasdaq rules; in making determinations it specifically reviewed Dr. Woerle’s relationship to Nestlé and affiliates given ongoing transactions, and still concluded independence .
- Committee assignments: Member, Science and Clinical Development Committee (SCDC); SCDC chair is Dr. Dennis Ausiello .
- Meeting activity: SCDC met 4 times in 2024; the Audit Committee met 6 times in 2024; there were 6 full Board meetings in 2024, and each director attended at least 75% of aggregate meetings during the period served .
- Board structure: Nine-member, classified board; Dr. Woerle is a Class III continuing director with term ending in 2027; Stephen Berenson is Board Chair .
Fixed Compensation
| Item | Amount/Terms |
|---|---|
| Annual base director fee (cash) | $45,000 |
| Board chair or lead independent director additional fee | $35,000 |
| Audit Committee chair | $20,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation & Talent Committee chair | $15,000 |
| Compensation & Talent Committee member (non-chair) | $7,500 |
| Nominating & Corporate Governance chair | $10,000 |
| Nominating & Corporate Governance member (non-chair) | $5,000 |
| Science & Clinical Development Committee chair | $15,000 |
| Science & Clinical Development Committee member (non-chair) | $7,500 |
| Director compensation limit (per fiscal year) | $750,000; $1,000,000 in first year as director |
- Expense policy: Reimbursement of reasonable travel and related expenses for Board/committee meetings .
Performance Compensation
| Equity Component | Grant Size | Vesting | Other Terms |
|---|---|---|---|
| Initial option award upon appointment | 120,000 shares | Vest in 4 annual installments | Exercise price at fair market value on grant date |
| Annual “Subsequent Award” option (if served ≥6 months) | 60,000 shares (increased from 35,000 effective Mar 19, 2024) | Single vest on earlier of the day before next annual meeting or 1-year anniversary | Exercise price at fair market value |
| Options in lieu of cash fees (optional election) | Number of shares determined by Black-Scholes value of foregone fees | Vest in four quarterly installments on Oct 1, Jan 1, Apr 1, Jul 1 following grant; final quarterly vest accelerates to immediately prior to next annual meeting if earlier than 1-year anniversary | Automatically granted July 1 annually for elected fees |
| Change-in-control treatment | All unvested director stock options vest in full immediately prior to a change in control |
- Note: Director equity awards are options; no performance metrics (e.g., TSR/EBITDA targets) are tied to director compensation per disclosed director program .
Other Directorships & Interlocks
| Entity | Relationship to MCRB | Governance/Ownership Link | Quantitative Details |
|---|---|---|---|
| Société des Produits Nestlé S.A. (SPN) / Nestlé S.A. | Major transaction counterparty and shareholder | SPN/Nestlé beneficially owned 21,781,753 MCRB shares (12.5%) as of Feb 13, 2025 ; SPN purchased 14,285,715 shares at $1.05/share ($15M) on Sep 30, 2024, with right to designate one director while owning ≥10% (designated Dr. Woerle) | Asset Purchase Agreement for VOWST Business: $100M closing cash (net adjustments), $50M due Jan 15, 2025, $25M due Jul 1, 2025, prepaid $60M milestone with interest, plus $125M and $150M future milestones (subject to sales thresholds) |
| Nestlé Enterprises S.A. (NESA) | Transition Services Agreement (TSA) | Seres provides manufacturing/admin services; NESA paid $1.7M in 2024 for services | TSA runs production services through Dec 31, 2025 (extendable), other services through at least Jun 30, 2026 |
| SPN (Employee Support Agreement) | Employee support cost reimbursements | SPN reimbursed $0.5M in 2024 | N/A |
- Audit Committee responsibilities include approval/review of related person transactions, providing structural oversight of potential conflicts .
Expertise & Qualifications
- Physician specializing in internal medicine and endocrinology; board-certified; adjunct professor at University of Ulm .
- Senior executive with global R&D leadership at Nestlé Health Science, aligning with Seres’ SCDC oversight of R&D and clinical strategy .
- Board experience at Enterome SA and Cerecin Inc., clinical-stage biopharma companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Hans-Juergen Woerle, M.D., Ph.D. | — (less than 1%) | * (less than 1%) |
- Applicable base: 174,107,525 shares outstanding as of Feb 13, 2025 .
- Note: Beneficial ownership includes options exercisable within 60 days of Feb 13, 2025; no such ownership reported for Dr. Woerle at that date .
Governance Assessment
- Independence and designation: Despite being SPN’s designee due to SPN’s ≥10% ownership right , the Board concluded Dr. Woerle is independent after reviewing his Nestlé relationships, mitigating independence concerns on paper .
- Conflict exposure: Seres executed material related-party transactions with Nestlé/SPN (asset sale, TSA, cross-license, employee support, and equity purchase) at significant dollar amounts ; this heightens the need for robust recusals and Audit Committee oversight of related person transactions .
- Committee fit: His assignment to the Science and Clinical Development Committee aligns with his medical and R&D background, supporting board effectiveness in clinical strategy oversight .
- Ownership alignment: As of Feb 13, 2025, he reported no beneficial ownership (less than 1%), indicating limited direct “skin in the game”; however, director compensation provides meaningful option grants and the ability to elect options in lieu of cash, which can enhance alignment over time .
- Attendance/engagement signals: The Board and committees were active in 2024 (six Board meetings; SCDC met four times), and directors met at least 75% attendance during their service; continued monitoring of his 2025+ attendance will be relevant as he joined in 2025 .
RED FLAGS: Concentrated related-party exposure to Nestlé/SPN across multiple agreements and board designation rights ; absence of reported personal share ownership at the measurement date .
Mitigants: Formal independence determination by the Board ; Audit Committee jurisdiction over related person transactions ; director equity option program and change-in-control acceleration standardization .