KEROS THERAPEUTICS INC (KROS)
Sector: Health Care
2025 Annual Meeting Analysis
KEROS THERAPEUTICS INC · Meeting: June 4, 2025
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Against Analysis
Dr. Gray has served on the board since December 2020, giving her full exposure to the 3-year underperformance period; KROS's 3-year return of -71.8% trails the compensation peer group median by 48.5 percentage points, well above the 20-point trigger for negative absolute TSR, and the 5-year gap of -34.3 points also exceeds the same 20-point threshold, meaning the longer-term record does not mitigate the trigger.
Dr. Seth joined the board in May 2023, which is more than 24 months before the June 2025 meeting, making her subject to the TSR trigger; KROS's 3-year return of -71.8% trails the compensation peer group median by 48.5 percentage points, well above the 20-point trigger, and the 5-year gap of -34.3 points also exceeds the same threshold so the longer-term record does not mitigate the outcome.
For Analysis
Mr. Nussbaum was appointed to the board on April 17, 2025, fewer than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under our policy; he brings relevant life sciences venture capital experience from his role as Co-Founder and Managing Partner of Pontifax.
Two of the three Class II nominees (Dr. Gray and Dr. Seth) are subject to an AGAINST vote because Keros's stock has fallen roughly 72% over three years while the company's own compensation peer group rose a median of 23%, a gap of nearly 49 percentage points that far exceeds the 20-point threshold applicable when absolute returns are negative; the 5-year data confirms sustained underperformance and does not provide a mitigant. Mr. Nussbaum receives a FOR vote solely because he was appointed in April 2025, less than 24 months before the meeting, and is therefore exempt from the TSR trigger under our policy.
Say on Pay
✓ FORCEO
Jasbir Seehra, Ph.D.
Total Comp
$6,273,192
Prior Support
99%%
CEO total compensation of approximately $6.27 million is within a reasonable range for a clinical-stage biotech CEO at Keros's current market cap of roughly $360 million, and the compensation structure is predominantly variable — equity awards make up the majority of total pay, the company introduced performance-vesting stock options for the CEO in 2024, and the board voluntarily capped the CEO's cash bonus below the 110% corporate achievement level in recognition of the stock price environment. The prior year say-on-pay vote received over 99% support, the company has a meaningful clawback policy, and pay mix meets the policy's requirement that at least 50-60% of senior executive pay be variable and performance-linked.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
6 yrs
Audit Fees
$1,231,657
Non-Audit Fees
$1,895
Non-audit fees of $1,895 represent less than 0.2% of audit fees of $1,231,657, far below the 50% threshold that would raise independence concerns; Deloitte has audited Keros since 2019 (approximately 6 years), well short of the 25-year tenure trigger; and there is no evidence of material financial restatements, making ratification straightforward.
Overall Assessment
The 2025 Keros Therapeutics annual meeting presents three standard proposals; the most significant governance concern is severe multi-year stock price underperformance relative to the company's own compensation peer group, which triggers AGAINST votes for two of the three director nominees up for election. The auditor ratification and say-on-pay proposals both pass our policy screens without material concerns.
Compensation Peer Group
18 companies disclosed in 2025 proxy filing