Kurt Graves
Seres TherapeuticsAbout Kurt C. Graves
Independent director of Seres Therapeutics (MCRB) since November 2015; Class III director with current term ending at the 2027 annual meeting. Age 57. He is an experienced biopharma operator and board leader: currently Chairman, President & CEO of i20 Therapeutics (since Aug 2023), and formerly Chairman, President & CEO of Intarcia Therapeutics (2010–2020). Earlier roles include EVP, Chief Commercial Officer and Head of Strategic Development at Vertex, and senior global commercial leadership at Novartis; prior leadership posts at Merck and Astra‑Merck. He holds a B.S. in Biology from Hillsdale College . Seres’ board has determined all non-employee directors, including Mr. Graves, are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intarcia Therapeutics | Chairman, President & CEO; Director | Chairman/President/CEO: Sep 2010–Dec 2020; Director: Aug 2010–Dec 2020 | Led company through late-stage development period |
| Vertex Pharmaceuticals | EVP, Chief Commercial Officer & Head of Strategic Development | Jul 2007–Oct 2009 | Senior commercial and strategic leadership |
| Novartis Pharmaceuticals (Pharma Division) | Global General Medicines BU Head; Global Chief Marketing Officer | Sep 2003–Jun 2007 (at Novartis 1999–2007) | Ran global commercial functions |
| Merck; Astra‑Merck | Senior leadership; led U.S. BU for Prilosec/Nexium/Prilosec OTC | Approximately 10 years (prior to 1999) | Large-scale U.S. brand P&L leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| i20 Therapeutics | Chairman, President & CEO; Director | CEO/President/Chairman: Aug 2023–present; Director: since Aug 2021; Exec Chair: Aug 2021–Aug 2023 | Private biotechnology company |
| Radius Health (public) | Chairman, Board of Directors | May 2011–Mar 2020 | Public company board leadership |
| Achillion Pharmaceuticals (public, acquired 2020) | Director | Jun 2012–Jan 2020 | Board service until acquisition |
Board Governance
- Committee assignments (2024–2025): Chair, Compensation & Talent Committee; not a member of Audit, Nominating & Corporate Governance, or Science & Clinical Development committees .
- Independence: Board deems all non-employee directors independent under Nasdaq standards; independence review includes conflicts screening .
- Attendance: In 2024 there were six board meetings; each director attended at least 75% of board and relevant committee meetings; all incumbent directors attended the 2024 annual meeting .
- Tenure and class: Director since 2015; Class III term ending 2027 .
- Committee composition and effectiveness markers:
- Compensation & Talent Committee (Chair: Graves; Members: Graves, Paul Biondi, Richard Kender). Met six times in 2024; scope includes executive pay, development, succession, and equity plans .
- Compensation committee interlocks: None; no member was an officer/employee of the company; no reciprocal interlocks disclosed for 2024 .
- Governance changes for investor rights: Board is asking shareholders to eliminate supermajority voting requirements (Proposal 7) and clarify simple-majority standards for authorized share changes (Proposal 6) .
Fixed Compensation (Director)
| Component | Policy Detail | 2024 Actual – Graves |
|---|---|---|
| Annual cash retainer | $45,000 | $75,000 fees earned/paid in cash in 2024 |
| Committee chair fees | Comp & Talent Chair: $15,000; Audit Chair: $20,000; Nominating Chair: $10,000; Science Chair: $15,000 | Graves chairs Compensation & Talent |
| Committee member fees | Audit: $10,000; Comp & Talent: $7,500; Nominating: $5,000; Science: $7,500 | Not applicable (chair only) |
| Meeting fees | Not disclosed/none stated | — |
| Director compensation cap | Annual limit of $750,000 ($1,000,000 in first year as director) under 2025 Plan | Applies prospectively |
2024 total reported director compensation for Graves: $134,008 (Cash $75,000; Option awards $59,008; ASC 718 grant-date fair value) .
Performance Compensation (Director Equity)
- Standard annual grant: If serving ≥6 months by annual meeting, option to purchase 60,000 shares on meeting date; initial appointment grant: 120,000 options (increased in March 2024) .
- Vesting: Annual director options vest in a single installment on the earlier of the day before the next annual meeting or the first anniversary of grant; initial grants vest in four annual installments .
- Change-of-control: All unvested director stock options vest in full immediately prior to a change in control .
- Fee-in-lieu-of-cash (alignment feature): Effective March 19, 2024, directors may elect to receive options in lieu of cash retainers; for 2024 the election applied to fees for Jul 1, 2024–Jun 30, 2025, granted July 1 and vesting quarterly .
- Graves election (alignment signal): In July 2024, Graves elected options in lieu of base fees, receiving an option for 64,564 shares (grant-date fair value $40,520) covering $22,500 (Jul–Dec 2024) plus $22,500 (Jan–Jun 2025) cash fees .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Graves .
- Prior public boards: Radius Health (Chair), Achillion (Director) .
- Compensation committee interlocks: None disclosed for 2024 (no reciprocal executive/director overlaps) .
Expertise & Qualifications
- Deep commercial and strategic leadership across large-cap and development-stage biopharma (Vertex, Novartis), CEO experience at Intarcia and i20 Therapeutics, and significant public company board leadership (Radius, Achillion). B.S. Biology (Hillsdale College) .
Equity Ownership
| Holder | Beneficial Ownership (as of Feb 13, 2025) | Ownership % | Notes |
|---|---|---|---|
| Kurt C. Graves | 321,423 shares | <1% | Consists solely of stock options currently exercisable or exercisable within 60 days |
| Options outstanding (as of Dec 31, 2024) | 337,564 options | — | Total option awards outstanding; none of the directors held unvested stock awards at year-end |
Policy safeguards:
- Anti‑hedging and anti‑pledging policy prohibits hedging and pledging company securities by directors (alignment and risk control) .
Related Party / Conflicts Check
- Related party transactions: No Graves-specific related party transactions disclosed. Standard indemnification agreements are in place for all directors .
- Independence: Non‑employee director; board-determined independent .
Compensation Committee (Chaired by Graves): Process & 2024 Actions
- Consultant: Alpine Rewards advises the committee; independence assessed with no conflict noted .
- Market positioning: Program generally targets around the 50th percentile of peers, with discretion for individual factors .
- Responsiveness to shareholder feedback: 2024 say‑on‑pay support was ~65%. The committee introduced performance-based stock options with share-price hurdles ($3 and $5 30‑day VWAP; 1‑year service minimum) and adjusted 2024 bonus funding to 100% despite 112% corporate achievement to reflect share price underperformance .
- Clawback policy: Company adopted a Dodd‑Frank compliant clawback policy overseen by the Compensation & Talent Committee .
Governance Assessment
Key positives
- Independent director with broad commercial and CEO experience; chairs the Compensation & Talent Committee, which met 6x in 2024 and oversees pay, development, and succession—core governance levers for investor alignment .
- Evident alignment: Elected to take options in lieu of cash (64,564 shares), increasing equity-at-risk; firm prohibits hedging/pledging, enhancing alignment quality .
- Board pursuing governance improvements (eliminating supermajority provisions), indicating sensitivity to shareholder rights .
Watch items
- Say‑on‑pay support at ~65% in 2024 is below typical comfort thresholds; while the committee responded with performance-linked options and bonus moderation, investors will watch 2025–2026 outcomes and rigor of targets under Graves’ chairmanship .
- Company-level capital structure and listing risk prompted reverse split proposal; while not a director-specific issue, prolonged stress can test board oversight and compensation alignment judgments .
Overall
- Graves brings strong commercial and board leadership credentials and has taken visible alignment steps (options in lieu of cash). As Compensation Chair, continued demonstration of rigorous, performance-linked pay design and responsiveness to shareholder feedback will be central to maintaining investor confidence .