Stephen Berenson
Seres TherapeuticsAbout Stephen A. Berenson
Stephen A. Berenson (age 64) is Chairman of the Board at Seres Therapeutics and an independent Class II director since August 2019; he became Chairman in December 2019. He is a Managing Partner at Flagship Pioneering (since June 2017) and spent 33 years at J.P. Morgan, most recently as Vice Chairman of Investment Banking (2005–Apr 2017). He holds an S.B. in Mathematics from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Vice Chairman, Investment Banking; roles across 33 years | 2005–Apr 2017 (VC); 33 years total | Co-founded Global Strategic Advisory Council and Board Initiative |
| Moderna, Inc. (public) | Director | Oct 2017–Aug 2024 | Board service at a flagship-founded biotech; governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagship Pioneering | Managing Partner | Jun 2017–present | Life sciences venture creation; strategic guidance |
| Cellarity (private) | Chairman of the Board | Jul 2021–present | Chair leadership |
| SAIL Biomedicines (private) | Chairman of the Board | Aug 2024–present | Chair leadership |
| Inari (private, agriculture) | Director | Jan 2024–present | Board service |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; assessments considered Berenson’s Flagship relationship and Seres’ transactions with Flagship affiliates. He is independent and serves as non-executive Chairman .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not on Audit or Compensation & Talent; not on Science & Clinical .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and committee meetings while serving .
- Committee activity levels: Audit (6 meetings), Compensation & Talent (6), Nominating & Corporate Governance (1), Science & Clinical (4) in 2024 .
- Board leadership: Company separates Chairman (Berenson) and CEO (Shaff); structure chosen to reinforce board independence and effective information flow .
Fixed Compensation
| Component | Amount | Notes | Period |
|---|---|---|---|
| Annual base director fee (program terms) | $45,000 | Standard non-employee director retainer | |
| Additional fee – Chairman of the Board | $35,000 | Chair retainer | |
| Additional fee – Nominating & Corporate Governance Chair | $10,000 | Committee chair fee | |
| Meeting fees | None disclosed | No per-meeting fees disclosed | |
| 2024 fees earned (actual) | $112,500 | Cash-equivalent fees; Berenson elected options in lieu for July 2024–June 2025 period |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Options | Grant-date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual non-employee director option (“Subsequent Award”) | Annual meeting date | 60,000 options | Program policy; value varies | Vests in single installment by next annual meeting or 1-year anniversary |
| Options in lieu of cash fees (Chair + base) | Jul 2024 | 114,782 options | $72,037 | Vests in four equal quarterly installments; election covered fees July 2024–June 2025 |
| Director equity practice (initial) | Upon board appointment | 120,000 options | Program policy; value varies | Vests in four annual installments |
| Change-in-control treatment | — | — | — | All unvested director stock options vest in full immediately prior to a change in control |
No director performance-based pay metrics disclosed; director equity is time-based stock options per program terms .
Other Directorships & Interlocks
- Significant shareholder linkage: Entities affiliated with Flagship Pioneering own ~13.3% of MCRB; Berenson is a Managing Partner at Flagship. Paul R. Biondi (another Flagship executive) also serves on Seres’ board, creating network interlocks though directors are deemed independent by the Board .
- Nestlé designated director: Nestlé/SPN holds ~12.5% and designated Hans‑Juergen Woerle to the board per Securities Purchase Agreement; not directly tied to Berenson but relevant to board composition and influence .
Expertise & Qualifications
- Capital markets and strategic advisory: 33 years at J.P. Morgan, including Vice Chairman, with high-touch strategic advice and complex transaction execution across industries .
- Venture creation and biotech governance: Managing Partner at Flagship; prior director at Moderna; chair roles at Cellarity and SAIL Biomedicines .
- Academic credentials: S.B. in Mathematics, MIT .
Equity Ownership
| Holding Type | Amount | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Common shares held directly | 3,589 | <1% | As of Feb 13, 2025 |
| Options exercisable within 60 days | 299,087 | — | As of Feb 13, 2025 |
| Total beneficial ownership | 302,676 | <1% | Beneficial ownership includes exercisable options within 60 days |
| Shares pledged as collateral | None allowed | — | Company anti-pledging and anti-hedging policy prohibits pledging and hedging by directors |
Governance Assessment
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Positives:
- Independent, non-executive Chairman; separation of Chair/CEO enhances oversight and board independence .
- Strong attendance and committee leadership (Nominating & Corporate Governance), with structured annual board evaluation by outside counsel (Latham & Watkins) .
- Director compensation features equity election (options in lieu of cash), which Berenson utilized—signal of alignment with shareholders; no tax gross-ups, and automatic full vesting on change-in-control for directors is disclosed and transparent .
- Robust governance policies: anti-hedging/anti-pledging and clawback policy (Rule 10D‑1 compliant) .
- Board moving to eliminate supermajority voting requirements subject to shareholder approval—shareholder-friendly simplification .
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Potential conflicts/Red flags:
- Flagship Pioneering affiliation combined with Flagship’s 13.3% ownership and multiple Flagship-associated directors (Berenson, Biondi) may create perceived influence and interlocks; Board concluded independence after review, but investors should monitor related-party dynamics and director recusal practices .
- Company facing Nasdaq minimum bid price deficiency and proposed reverse stock split; plus prior going-concern uncertainty—heightened governance and strategic risk backdrop during Berenson’s chairmanship .
- Significant related-party transactions and board seat rights with Nestlé/SPN following VOWST Business sale; while not directly linked to Berenson, board oversight of these arrangements is critical .
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Compensation structure context:
- 2024 say-on-pay support was 65%; while focused on executives, it reflects modest shareholder concerns—board (with Berenson as Chair overseeing governance) engaged and introduced performance-based executive options and adjusted bonuses to 100% despite 112% corporate goal achievement to reflect share price underperformance .
Overall, Berenson brings deep financial and strategic expertise and has chosen equity in lieu of cash, supporting alignment. Key investor watchpoints are Flagship-related interlocks and oversight of complex Nestlé/Reverse-split processes under challenging market conditions .