Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2023, the Board of Directors (the "Board") of Seres Therapeutics,
Inc. (the "Company") increased its size to provide for a total of ten directors
authorized to serve on the Board and appointed Claire Fraser, Ph.D. as a
Class II director of the Company. Dr. Fraser has been appointed to serve on the
Audit Committee of the Board (the "Audit Committee").
Dr. Fraser will participate in the Company's standard compensation program for
non-employee directors, including an annual retainer of $45,000, an annual
retainer for service on the Audit Committee of $10,000 and an initial award of
an option to purchase 48,000 shares of the Company's common stock (the "Initial
Award"). The Initial Award has an exercise price equal to $5.47, the closing
price per share of the Company's common stock on the date of grant, and will
vest and become exercisable in equal installments on each of the first four
anniversaries of the date of grant or in full immediately prior to the
occurrence of a change in control, subject to continued service on the Board
through each such vesting date.
Dr. Fraser has also entered into the Company's standard indemnification
agreement for directors and officers.
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