Richard Kender
Seres TherapeuticsAbout Richard N. Kender
Independent director of Seres Therapeutics (MCRB) since October 2014; age 69. Former Senior Vice President of Business Development and Corporate Licensing at Merck & Co. (1978–2013). Education: B.S. in Accounting (Villanova University) and M.B.A. (Fairleigh Dickinson University). The Board deems him independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Senior Vice President, Business Development & Corporate Licensing | 1978–2013 | Led corporate BD/licensing; long-tenured pharma finance/BD leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Poxel S.A. | Director | Since Mar 2015 | Public company board service |
| Bicycle Therapeutics plc | Director | Since Jul 2019 | Public company board service |
| Longeveron Inc. | Director | Since May 2024 | Public company board service |
| Omega Therapeutics | Director | Since Jun 2024 | Public company board service |
Board Governance
- Committee assignments (2024): Audit Committee Chair; Compensation & Talent Committee member. Audit Committee met 6x in 2024.
- Independence and expertise: Board determined he is independent; identified as an “audit committee financial expert.”
- Attendance: Board met 6x in 2024; each director attended ≥75% of Board and committee meetings on which they served.
| Committee | 2024 Role | Meetings (2024) |
|---|---|---|
| Audit | Chair | 6 |
| Compensation & Talent | Member | 6 |
| Nominating & Corporate Governance | — | 1 |
| Science & Clinical Development | — | 4 |
Fixed Compensation (Director)
| Component | Seres Non-Employee Director Program (effective Mar 19, 2024) | 2024 Actual – Kender |
|---|---|---|
| Annual cash retainer | $45,000 | $92,271 cash fees |
| Committee chair fee (Audit) | $20,000 | Included in cash above |
| Committee member fee (Comp & Talent) | $7,500 | Included in cash above |
| Equity – annual option grant | 60,000 options at annual meeting | $38,748 grant-date FV; total comp $131,019 |
| Initial board option grant | 120,000 options at appointment | — (historical) |
Notes:
- Directors may elect to receive options in lieu of certain cash fees; 2024 elections disclosed for other directors, not Kender.
Performance Compensation (Director)
| Equity Award | Typical Quantity | Vesting/Terms |
|---|---|---|
| Annual Director Stock Options | 60,000 (if ≥6 months on Board before annual meeting) | Vest in a single installment on the earlier of the day before next annual meeting or first anniversary of grant; immediate vesting on change-in-control. Exercise price = FMV at grant. |
No performance metrics (financial/ESG/TSR) are tied to non-employee director compensation; equity is time-based.
Other Directorships & Interlocks
- Current public boards: Poxel S.A.; Bicycle Therapeutics plc; Longeveron Inc.; Omega Therapeutics.
- Compensation Committee Interlocks & Insider Participation: As a member of Seres’ Compensation & Talent Committee in 2024, there were no interlocks—no Seres executive served on another company’s compensation committee where a Seres director/executive also served.
Expertise & Qualifications
- Finance/BD leadership in large-cap pharma; M&A/licensing expertise from Merck tenure.
- Audit committee financial expert (Reg S-K Item 407(d)(5)(ii)).
- Academic credentials in accounting and business (Villanova; Fairleigh Dickinson).
Equity Ownership
| Measure (as of Feb 13, 2025) | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 321,492 shares | <1% of outstanding; includes 63,492 common shares + 258,000 options exercisable or exercisable within 60 days |
| Common shares (direct) | 63,492 | Directly held |
| Options (exercisable ≤60 days) | 258,000 | Currently exercisable or within 60 days |
| Options outstanding (total count disclosed) | 258,000 | Options held as of 12/31/2024 |
| Anti-hedging/pledging | Prohibited by company policy | Applies to directors; hedging and pledging prohibited |
No stock ownership guidelines for directors were disclosed in the 2025 proxy.
Governance Assessment
Strengths
- Independent director; Audit Committee Chair; audit committee financial expert—strong financial oversight credentials.
- Committee engagement: Chairs Audit; serves on Compensation & Talent Committee.
- Attendance: Met company threshold; Board held 6 meetings; each director ≥75% attendance; Audit met 6x.
- Policies: Company prohibits hedging/pledging by directors; maintains Code of Ethics and robust committee charters.
Watch items / context for investors
- Multiple external public company boards (four) may indicate significant external commitments; useful to monitor time allocation amid Seres’ ongoing financing and strategic needs.
- 2024 Say-on-Pay support at 65%—while advisory and focused on executive pay, it signals moderate shareholder concern that the Compensation & Talent Committee (of which Kender is a member) should continue to address.
- Company-level risk backdrop: Nasdaq minimum bid price deficiency leading to reverse stock split proposals; disclosed going-concern uncertainty in 2024 10-Q—underscores the importance of audit and risk oversight.
Potential Conflicts / Related-Party Exposure
- Board maintains a Related Person Transaction Policy overseen by the Audit Committee.
- Significant related-party transactions in 2024/2025 involved Nestlé/SPN (asset sale, TSA, cross-license, equity purchase, board designee). No Kender-specific related-party transactions are disclosed.
Director Compensation Mix (2024)
| Cash Fees | Option Awards (Grant-date FV) | Total |
|---|---|---|
| $92,271 | $38,748 | $131,019 |
All amounts reflect Seres’ 2024 director compensation as disclosed in the 2025 DEF 14A.