Paul Biondi
Seres TherapeuticsAbout Paul R. Biondi
Independent Class III director at Seres Therapeutics (MCRB) since March 2020; age 55; current term ends at the 2027 annual meeting . Managing Partner and President of Pioneering Medicines at Flagship Pioneering since November 2019; previously Senior Vice President, Strategy & Business Development at Bristol‑Myers Squibb (2015–2019) following earlier R&D leadership roles (2002–2015) . Education: BA, Dartmouth College; MBA, Northwestern University (Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb | SVP, Strategy & Business Development; earlier R&D leadership overseeing strategy, portfolio, project mgmt., clinical & business operations | 2002–2019 (SVP S&BD 2015–2019) | Corporate strategy/M&A and R&D portfolio leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flagship Pioneering | Managing Partner; President, Pioneering Medicines | Nov 2019–Present | Flagship conceives, builds, and funds biotech platforms |
Board Governance
- Independence: Board determined all directors except CEO are independent under Nasdaq rules; for Biondi and Berenson, the Board specifically considered their relationship to Flagship Pioneering and related transactions and still deemed them independent .
- Committee assignments (2024): Member, Compensation & Talent Committee (6 meetings in 2024; Chair: Kurt C. Graves) .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all then‑incumbent directors attended the 2024 annual meeting .
- Board structure: Classified board (3 classes); Chair of the Board is Stephen A. Berenson (also a Flagship executive) .
- ESG/governance processes: Annual board evaluation overseen by Nominating & Corporate Governance; outside counsel interviews; existence of Code of Conduct and Clawback policy .
- Key shareholder governance signals: 2024 say‑on‑pay support ~65% of votes cast (modest) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned (Cash) – 2024 | $65,625 | As reported in Director Compensation table |
| Base annual director fee | $45,000 | Program terms (effective Mar 19, 2024) |
| Compensation & Talent Committee member fee | $7,500 | Program terms |
| Chair/Lead independent director premium | $35,000 | Not applicable to Biondi; program terms |
| Other committee member fees | Audit $10,000; Nominating $5,000; Science $7,500 | Program terms |
Notes:
- Some directors elected to receive options in lieu of cash fees for the July 1, 2024–June 30, 2025 period; Biondi is not listed among those who elected equity in lieu of cash .
Performance Compensation
| Equity Element | 2024 Grant Date Fair Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Stock Options (annual director grant) | $38,748 | Annual option typically vests in a single installment by next annual meeting or 1-year anniversary; fair market value exercise price; full vest on change in control if not assumed | None disclosed for director awards (time-based only) |
Additional plan mechanics:
- Initial director option: 120,000 options upon joining (effective Mar 19, 2024 change); annual “subsequent” option: 60,000 .
- 2025 Incentive Award Plan prohibits repricing without stockholder approval, sets a $750,000 annual director compensation cap ($1,000,000 first-year), removes evergreen, and continues no single-trigger acceleration unless awards not assumed in a change-in-control .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Biondi in the proxy |
| Notable affiliations | Executive at Flagship Pioneering; entities affiliated with Flagship hold ~13.3% of MCRB shares (significant shareholder) |
| Compensation committee interlocks | None; no MCRB executive served on a board/committee of an entity whose executive served on MCRB’s Comp Committee in 2024 |
Expertise & Qualifications
- Biopharmaceutical strategy, corporate development, portfolio and clinical operations leadership from Bristol‑Myers Squibb .
- Company-building/investing experience via Flagship Pioneering .
- Education: BA (Dartmouth); MBA (Kellogg) .
Equity Ownership
| Holder | Common Shares | Options Exercisable within 60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Paul R. Biondi | 47,619 | 213,000 | 260,619 | <1% |
| Citations: values as of Feb 13, 2025 record date; 174,107,525 shares outstanding . Breakdown footnote: 47,619 shares plus 213,000 options exercisable within 60 days . |
Additional alignment/policies:
- Anti‑hedging and anti‑pledging policy prohibits directors from hedging or pledging company stock; mitigates misalignment and collateral risk .
- Beneficial ownership by entities affiliated with Flagship Pioneering totals 23,117,045 shares (13.3%)—relevant given Biondi’s and the Board Chair’s Flagship roles .
Governance Assessment
Strengths
- Independent status affirmed despite Flagship affiliations; committee service on Compensation & Talent indicates active governance engagement (6 meetings in 2024) .
- Robust director equity program and optional equity-in-lieu features align with long-term value; plan governance safeguards (no repricing, fixed pool, director cap) .
- Anti‑hedging/pledging and Board-level clawback framework (for executives) support investor alignment and accountability .
Risks/Watch items
- Potential influence/optics risk: Flagship is a significant shareholder (13.3%) while both the Board Chair and Biondi are Flagship executives; the Board considered these relationships in independence determinations, but investors may scrutinize related‑party oversight and strategic decisions for conflicts .
- Shareholder sentiment: Say‑on‑pay support of ~65% in 2024 suggests investor concerns on pay/performance; while not director pay-specific, it’s a governance signal .
- Capital structure/governance pressures: Company pursuing reverse stock split to address Nasdaq bid-price deficiency; going‑concern commentary and financing needs increase governance salience (board oversight of capital and dilution) .
Potential conflicts/related-party exposure
- Nestlé/SPN relationship (board designate, related-party reimbursement of $0.5M under Employee Support Agreement tied to VOWST business sale) underscores the need for strong Audit Committee oversight; not specific to Biondi but relevant to overall board conflict management .
- Related person transaction policy requires Audit Committee review; directors recuse if related .
Overall implication for investors
- Biondi brings deep BD/M&A and portfolio expertise suited to capital-constrained, partnering-heavy phases. However, concentrated Flagship influence plus modest say‑on‑pay support warrant ongoing monitoring of board independence in executive pay, capital raises, and strategic transactions .