Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2024, the Board of Directors (the “Board”) of Seres Therapeutics, Inc. (the “Company”) appointed Marella Thorell to succeed David Arkowitz as the Company’s Executive Vice President and Chief Financial Officer, effective as of the commencement of her employment with the Company, which is expected to be on or about March 25, 2024 (the “Effective Date”), following Mr. Arkowitz’s retirement effective as of March 15, 2024 (the “Retirement Date”). Consistent with the foregoing, Ms. Thorell will assume the roles of principal financial officer and principal accounting officer of the Company, effective on the Effective Date.
Effective as of the Retirement Date and until the Effective Date, the Board has designated Eric Shaff, the Company’s current President and Chief Executive Officer and principal executive officer, to serve as the Company’s interim principal financial officer and principal accounting officer. Mr. Shaff will continue to serve as the Company’s President and Chief Executive Officer and principal executive officer, and he will not receive any additional compensation for his role as interim principal financial officer and principal accounting officer during this period.
Mr. Shaff, age 48, has served as the Company’s President and Chief Executive Officer and a member of the Board since January 2019. Previously, he served as the Company’s Chief Operating and Financial Officer and Executive Vice President from January 2018 until January 2019 and as the Company’s Chief Financial Officer from November 2014 until January 2019. From January 2012 to November 2014, Mr. Shaff was Vice President of Corporate Finance for Momenta Pharmaceuticals, or Momenta, a biotechnology company, where he helped manage Momenta’s accounting, finance, planning, and procurement functions, as well as contributing to Momenta’s investor relations efforts. Prior to Momenta, Mr. Shaff held a number of corporate development and finance positions with Genzyme Corporation, a biotechnology company, most recently as Vice President of Finance/Controller for the Personalized Genetic Health division. Mr. Shaff previously served on the board of directors of Sigilon Therapeutics, Inc. from 2017 to August 2023. Mr. Shaff received his B.A. from the University of Pennsylvania and his M.B.A. from Cornell University.
Ms. Thorell, age 56, served as the Chief Financial Officer and Treasurer of Evelo Biosciences, Inc., a biotechnology company, from September 2022 to December 2023. From January 2021 to July 2022, Ms. Thorell served as Chief Accounting Officer and previously as Head of Finance at Centessa Pharmaceuticals PLC (“Centessa”), a pharmaceutical company. In that role, she led the establishment of Centessa’s finance operations, led its public company readiness activities in connection with its initial public offering, and oversaw accounting operations. Previously, from October 2019 to December 2020, Ms. Thorell served as Chief Financial Officer at Palladio Biosciences, a biotechnology company, prior to its acquisition by Centessa. Before that, Ms. Thorell spent over ten years at Realm Therapeutics PLC, a biopharmaceutical company, serving in various roles of increasing responsibility, including Chief Financial Officer and Chief Operating Officer. Ms. Thorell has served on the board of directors of ESSA Pharma Inc., a pharmaceutical company, since July 2019 and previously served on the board of directors of Vallon Pharmaceuticals, Inc., a pharmaceutical company, from February 2021 until its reverse-merger with GRI Bio in April 2023. Ms. Thorell holds a B.S. in Business from Lehigh University.
Employment Agreement with Marella Thorell
In connection with the appointment of Ms. Thorell as the Company’s Executive Vice President and Chief Financial Officer, the Company entered into an employment agreement with Ms. Thorell (the “Employment Agreement”), effective as of the Effective Date. The material terms and conditions of the Employment Agreement are summarized below.
Pursuant to the Employment Agreement, Ms. Thorell will receive an initial annual base salary of $480,000 and a one-time cash sign-on bonus of $80,000. Ms. Thorell will also be eligible to receive an annual discretionary bonus award of up to 40% of her annual base salary. In connection with her appointment and pursuant to and subject to the terms and conditions of the Company’s 2022 Employment Inducement Award Plan (the “Plan”) and an award agreement thereunder, Ms. Thorell will receive an option (the “Option”) to purchase 700,000 shares of the Company’s common stock at an exercise price per share equal to the per share fair market value of the Company’s common stock on the date of grant, as determined in accordance with the Plan, which will vest as to 25% of the shares subject to the Option on the first anniversary of the Effective Date (subject to her continued service to the Company through such date) and as to an additional 6.25% of such shares upon Ms. Thorell’s completing each three months of continuous service to the Company thereafter.
In the event of a termination by the Company other than for cause or by Ms. Thorell for good reason, each within the meaning of and under the Employment Agreement, Ms. Thorell will be entitled to receive 12 months of continued base salary and up to 12 months of continued medical, dental or vision coverage pursuant to COBRA, if timely elected. The Employment Agreement provides that, upon any such termination within 60 days prior to or 12 months following a change in control of the Company, in lieu of the benefits described in the previous sentence, Ms. Thorell is entitled to accelerated vesting of her time-based equity awards, 12 months of continued base salary, up to 12 months of continued medical, dental or vision coverage pursuant to COBRA, if elected, and a lump sum cash amount equal to 1.0 times her target bonus for the year of termination.