Matthew Henn
Seres TherapeuticsAbout Matthew Henn
Matthew Henn, Ph.D., age 50, is Executive Vice President and Chief Scientific Officer (CSO) at Seres Therapeutics (MCRB), serving in this role since February 2019 and at Seres since launch in 2012 . He led discovery and development of multiple live biotherapeutics, including two breakthrough therapy-designated biologics, with 75+ peer‑reviewed publications; his expertise spans microbiology, genomics, computational biology, drug pharmacology and clinical translation . During Henn’s Seres tenure, company TSR fell sharply from 162 (FY22) to 41 (FY23) and 24 (FY24) on a $100 initial investment basis, reflecting stock underperformance while strategic repositioning progressed after the VOWST divestiture . Governance controls include a Nasdaq‑compliant clawback, anti‑hedging, and anti‑pledging policies applicable to executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seres Therapeutics | SVP, Head of Discovery & Bioinformatics | Jun 2012–Jan 2018 | Built discovery and bioinformatics engine underpinning microbiome therapeutics pipeline |
| Seres Therapeutics | EVP, Head of Discovery & Microbiome R&D | Jan 2018–Feb 2019 | Led translation of microbiome programs toward clinical development |
| Seres Therapeutics | EVP & CSO | Feb 2019–present | Oversaw portfolio advancing multiple live biotherapeutics, including two with breakthrough therapy designation |
| Broad Institute (MIT/Harvard) | Director of Viral Genomics; Assistant Director, Genome Sequencing Center for Infectious Diseases | Pre‑2012 | Drove genomic technologies for pathogen analysis, foundational to Seres’ platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microbiome Therapeutics Innovation Group | Board of Directors | Current | Industry advocacy and policy shaping for microbiome therapeutics |
| World Microbiome Partnership | Steering Committee | Current | Guides collaborative microbiome research agendas |
| Life Sciences Cares | Board of Advisors | Current | Community impact and workforce initiatives |
| Growcentia, Inc. (agricultural microbiome) | Scientific Advisory Board | Current | Applies microbiome science beyond human health |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary ($) | $397,000 | $430,000 | $450,000 |
| 2021 Summary Compensation | Amount ($) |
|---|---|
| Salary | $430,000 |
| Option Awards (grant‑date fair value, ASC 718) | $2,960,014 |
| Non‑Equity Incentive Plan Compensation (Annual Bonus) | $153,080 |
| All Other Compensation (401(k) match) | $8,698 |
| Total | $3,551,792 |
| Annual Bonus Structure (2021) | Detail |
|---|---|
| Target (% of Base) | 40% |
| Weighting | 80% corporate / 20% individual |
| Corporate Performance Assessed | 86.8% |
| Corporate Payout Applied | 85% of corporate portion (committee adjustment) |
| Individual Performance Payout | 105% of individual portion |
| Actual Bonus Paid ($) | $153,080 |
Performance Compensation
| Award | Metric | Target | Actual | Payout | Vesting/Outcome |
|---|---|---|---|---|---|
| 2021 Performance‑Based Stock Options | Dual condition: (i) FDA approval of SER‑287 BLA; (ii) Phase 2b primary endpoint achieved by Sept 30, 2021 | Achieve both conditions by specified dates | Conditions not met (Phase 2b outcome timing/endpoint); options expired 2021 | 0% | Immediate expiration upon non‑achievement |
| Time‑Based Options (typical terms) | Service tenure | 25% at first anniversary; 6.25% quarterly thereafter over 3 years | Ongoing | N/A | Standard graded vesting |
Company moved to price‑hurdle performance options for NEOs in 2024 (e.g., $3/$5 30‑day average price tranches), but Henn was not a 2024 NEO; this signals stronger pay‑for‑performance alignment enterprise‑wide .
Equity Ownership & Alignment
| Ownership (as of Apr 25, 2022) | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 357,781* | Options currently exercisable or exercisable within 60 days; “*” denotes <1% of outstanding |
| Ownership % of outstanding | <1% | Based on 92,230,428 shares outstanding |
| Outstanding Equity Awards (as of Dec 31, 2021) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Option grant 1/29/2020 | 131,250 | 168,750 | 3.30 | 1/28/2030 |
| Stock Option grant 1/25/2019 | 22,969 | 22,969 | 6.01 | 1/24/2029 |
| Stock Option grant 1/30/2018 | 56,250 | 3,750 | 10.42 | 1/29/2028 |
| Stock Option grant 1/26/2017 | 3,750 | — | 9.89 | 1/25/2027 |
| Stock Option grant 2/01/2016 | 12,500 | — | 26.20 | 1/31/2026 |
| Stock Option grant 6/26/2015 | 40,000 | — | 18.00 | 6/25/2025 |
| Stock Option grant 2/04/2021 | — | 130,000 | 26.34 | 2/03/2031 |
| Performance Option grant 6/19/2017 (equity incentive) | — | 70,000 (unearned) | 10.84 | 6/18/2027 |
Policies:
- Anti‑hedging and anti‑pledging policy prohibits hedging strategies and pledging Company securities for all directors/officers .
- Clawback policy mandates recovery of erroneously awarded incentive compensation in event of restatement .
Employment Terms
| Provision | Non‑Change‑in‑Control | Change‑in‑Control (within 60 days prior to or 12 months after) |
|---|---|---|
| Severance (cash) | 12 months base salary | 12 months base salary + lump sum 1.0× target bonus |
| Health Benefits | Up to 12 months COBRA, if elected | Up to 12 months COBRA, if elected |
| Equity | No acceleration beyond ordinary vesting | Accelerated vesting of time‑based equity awards (double trigger) |
| Restrictive Covenants | 12‑month non‑compete and non‑solicit; confidentiality ongoing | Same |
| 280G Treatment | “Best pay” cut‑back vs full payment to avoid excise tax; whichever yields greater after‑tax value |
No repricing of options/SARs without shareholder approval under the Company’s incentive plan, mitigating windfalls from underwater option resets . Director/executive equity awards are subject to clawback as noted .
Investment Implications
- Alignment signals: Henn’s historical equity mix is heavily option‑based with standard graded vesting; 2021 performance options tied to SER‑287 clinical/BLA outcomes expired unvested, evidencing real performance risk transfer to the executive . Company’s later adoption of share‑price hurdles for NEOs strengthens pay‑for‑performance culture broadly .
- Retention risk: Severance provides 1.0× salary and 1.0× target bonus on double‑trigger CIC with time‑based equity acceleration, a market‑standard but not overly rich package; no single‑trigger acceleration reduces transactional overhang . Anti‑hedging/pledging and clawback reduce misalignment and governance risk .
- Ownership skin‑in‑the‑game: Beneficial ownership is <1% with primarily option‑based exposure; continued service‑vesting and absence of pledging supports alignment, but limited absolute equity stake may temper downside sensitivity .
- Performance backdrop: Company TSR declined across 2022–2024 (pay‑versus‑performance TSR vector: 162 → 41 → 24), highlighting execution and financing risks while the pipeline pivots post‑VOWST sale; pay governance responded with bonus adjustments and performance option structures .
Monitoring priorities: future Form 4 activity for Henn (sales/exercises), new grant structures (e.g., PSUs/price‑hurdle options), changes to non‑compete scope, and any pipeline milestones embedded in performance awards. (Attempted insider trades retrieval failed due to data‑source authorization; recommend re‑query when access is available.)