Thomas DesRosier
Seres TherapeuticsAbout Thomas DesRosier
Thomas J. DesRosier, age 70, is Executive Vice President, Chief Legal Officer and Secretary of Seres Therapeutics (MCRB), serving since May 2016; he holds a B.A. in Chemistry from the University of Vermont and a J.D. from Wake Forest University School of Law . Company performance context: MCRB’s pay-versus-performance TSR index (value of initial fixed $100) was 24 in 2024, 41 in 2023, and 162 in 2022 . FY2024 net loss from continuing operations was $125.8 million, with net income from discontinued operations of $125.9 million, and the company expects to fund operations into Q1 2026 based on cash and Nestlé payments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ARIAD Pharmaceuticals | EVP, Chief Legal & Administrative Officer and Secretary | 2015–2016 | Senior legal leadership at biopharma; oversight of legal and administrative functions |
| Cubist Pharmaceuticals | EVP/ SVP, Chief Legal & Administrative Officer and Secretary; previously SVP, Chief Legal Officer | 2013–2015 | Senior legal leadership across corporate matters |
| Sanofi | Senior Vice President, General Counsel North America | 2011–2013 | Regional general counsel leadership |
| Genzyme Corporation | Legal roles culminating in SVP, Chief Legal Officer | 1999–2011 | Led legal function at major biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Avanir Pharmaceuticals (Otsuka subsidiary) | Board member | Since June 2017 | Privately held board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 498,000 | 40% (NEO target; unchanged for 2025) | 199,200 | 9,942 (401k match) |
Notes:
- Committee set 2024 corporate achievement at 100% despite 112% internal assessment, with individual achievements at 100% for Mr. DesRosier, consistent with pay-for-performance philosophy .
Performance Compensation
2024 Equity Grants and Vesting
| Grant Date | Instrument | Shares (#) | Exercise Price ($) | Vesting | Performance Conditions | Grant-Date FV ($) |
|---|---|---|---|---|---|---|
| 2/14/2024 | Time-based stock options | 213,750 | 1.10 | 25% at 1-year; 6.25% quarterly thereafter | — | 199,878 |
| 2/14/2024 | Performance-based stock options | 287,905 | 1.10 | Vests 50% at 30-day trailing avg ≥$3; 50% at ≥$5; continued employment required | Stock price hurdles ($3/$5) | 302,300 |
| 2/14/2024 | RSUs (time-based) | 35,625 | — | 25% on first post-anniversary “15th day”; 6.25% quarterly thereafter | — | 39,188 |
Annual Cash Bonus Mechanics (2024)
| Component | Target Basis | Achievement | Payout ($) |
|---|---|---|---|
| Corporate objectives | % of salary | Paid at 100% (committee decision vs 112% internal) | Included in actual bonus above |
| Individual performance | % of salary | 100% | Included in actual bonus above |
Outstanding Equity Awards (selected 2024 YE snapshot)
| Grant Date | Options Exercisable (#) | Unexercisable (#) | Exercise Price ($) | RSUs Unvested (#) | RSU MV at $0.831 ($) |
|---|---|---|---|---|---|
| 2/3/2023 (options) | 37,187 | 47,813 | 5.50 | — | — |
| 2/4/2022 (options) | 89,375 | 40,625 | 7.38 | — | — |
| 2/4/2021 (options) | 93,750 | 6,250 | 26.34 | — | — |
| 1/29/2020 (options) | 350,000 | — | 3.30 | — | — |
| 2/3/2023 (RSUs) | — | — | — | 23,907 | 19,867 |
| 2/14/2024 (RSUs) | — | — | — | 35,625 | 29,604 |
Insider selling pressure context:
- Many legacy options have exercise prices ($3.30–$26.34) above 12/31/2024 closing price ($0.831), limiting immediate intrinsic value; 2024 grants have $1.10 exercise price and price-hurdle vesting, further linking realizable value to share price appreciation .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Thomas J. DesRosier | 1,214,994 | <1% | 135,192 shares held; 1,068,238 options exercisable within 60 days; 11,564 RSUs vesting within 60 days |
Policies:
- Anti-hedging/anti-pledging policy prohibits hedging transactions and pledging company securities; clawback policy in place per Nasdaq Rule 10D-1 .
Employment Terms
| Provision | No CIC: Termination Without Cause / Good Reason | With CIC: Termination Without Cause / Good Reason |
|---|---|---|
| Salary continuation | 12 months base salary ($515,000) | 12 months base salary ($515,000) |
| Target bonus payout | — | Lump-sum 1.0x target bonus ($206,000) |
| Healthcare (COBRA) | Up to 12 months ($26,988) | Up to 12 months ($26,988) |
| Equity acceleration | None (except as in agreements) | Time-based award acceleration; estimated value $49,471 at $0.831/share |
| Non-compete / Non-solicit | 12 months post-termination | 12 months post-termination |
| 280G “best pay” | Best-net (full vs cut to avoid excise tax) | Best-net (full vs cut to avoid excise tax) |
| Total illustrated (12/31/2024) | $541,988 | $797,460 |
Governance, Say-on-Pay, and Committee Oversight
- Compensation and Talent Committee oversees executive pay and adopted clawback policy; anti-hedging/pledging policy applies to officers .
- Say-on-pay support at 2024 AGM was ~65% of votes cast; annual say-on-pay cadence maintained .
Investment Implications
- Alignment: High proportion of 2024 equity value in performance-based options with explicit share-price hurdles ($3/$5) reinforces direct linkage to TSR; RSUs provide retention but vest on service schedules, balancing retention and performance risk .
- Selling pressure: Legacy and recent option grants are out-of-the-money at 12/31/2024 ($0.831), suggesting limited near-term exercise-driven supply; RSU vesting represents potential incremental supply but is moderate in size relative to float .
- Retention risk: Severance terms are standard for mid-cap biotech (1x salary and 1x target bonus under CIC with time-based acceleration), plus 12-month restrictive covenants; this provides continuity but not outsized golden parachutes .
- Corporate backdrop: Cash runway into Q1 2026 and planned protocol submission for SER-155; however, prior Nasdaq minimum bid price deficiency and need for financing may influence equity grant value realization and executive incentives tied to share price .