Seres Therapeutics Inc

In the Compensation Discussion and Analysis (“CD&A”) set forth below, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers (“NEOs”) identified in the Summary Compensation Table below during fiscal 2023, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal 2023 and the material factors considered in making those decisions. For the year ended December 31, 2023, our NEOs, which consisted of our principal executive officer and our two most other highly compensated executive officers for fiscal year 2023, were:

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Eric D. Shaff, our President and Chief Executive Officer;

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Teresa L. Young, Ph.D., our Executive Vice President, Chief Commercial and Strategy Officer; and

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Lisa von Moltke, M.D., our Executive Vice President and Chief Medical Officer.

Stockholder Advisory Vote on Executive Compensation

At our 2023 Annual Meeting of Stockholders, our stockholders voted in a non-binding, advisory vote to approve the compensation of our NEOs. The Compensation and Talent Committee reviewed the result of this vote, and, in light of the approval by a substantial majority of our stockholders of the compensation programs described in our 2023 proxy statement (representing approximately 99.4% of the votes cast), did not implement any significant changes to our executive compensation program as a result of the vote.

EXECUTIVE SUMMARY

Compensation Highlights:

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Base Salaries: We made modest adjustments to base salaries in 2023 based on our review of our position to market against our peer group, and considering the roles and responsibilities of our NEOs. Adjustments made directly align our NEO salaries with our compensation philosophy.

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Annual Bonus: Our annual bonus program continues to align our NEOs with our overall corporate strategy. Based on the Compensation and Talent Committee’s assessment of our overall performance, the corporate objective portion of the 2023 target bonus levels funded at 80% for Mr. Shaff and 90% for Drs. Young and von Moltke. Our CEO’s bonus is based solely on Company performance. Bonuses for our NEOs, other than our CEO, factor in both Company and individual performance. Consistent with our pay for performance philosophy, the individual bonus achievement was 120% for Dr. Young and 130% for Dr. von Moltke.

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Annual Equity Awards: In 2023, our NEOs received long-term incentive awards in the form of restricted stock units, performance-based restricted stock units, and stock options.