Jason Keyes
About Jason Keyes
Jason Keyes (age 54) is an independent Class II director of Actuate Therapeutics, Inc. (ACTU), appointed in August 2024; his Class II term runs until the 2026 annual meeting. He is the Chair of the Audit Committee and is designated the audit committee financial expert. Keyes is currently CFO of Equillium, Inc.; prior roles include EVP/CFO at Orexigen Therapeutics during its Chapter 11 process, and finance leadership at Amylin, Amgen, and Baxter. He holds BS/MS in Civil Engineering (Stanford) and an MBA (UCLA Anderson).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equillium, Inc. | Chief Financial Officer | Since Mar 2018 | CFO of parent; finance oversight |
| Equillium Australian subsidiary | Director | Since Jan 2019 | Subsidiary board director |
| Orexigen Therapeutics, Inc. | EVP & CFO | Jan 2013–Feb 2018; company filed Chapter 11 in Mar 2018, liquidation concluded May 2019 after asset sale Jun 2018 | Led finance through restructuring; bankruptcy context |
| Amylin Pharmaceuticals, Inc. | Senior Director of Finance | Aug 2007–Jan 2013 | Finance leadership |
| Amgen, Inc. | Finance/strategy positions | Not disclosed | Corporate finance/strategy roles |
| Baxter Healthcare Corporation | Finance/strategy positions | Not disclosed | Corporate finance/strategy roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sesen Bio, Inc. (public) | Director; Audit Chair; Compensation Committee member | 2020–2023 | Chaired audit; member of compensation |
| All other public boards | — | — | None disclosed |
Board Governance
- Board structure: Classified board; Keyes is Class II (term expires at 2026 annual meeting). Chairperson of the Board is Aaron G.L. Fletcher; no Lead Independent Director, but independent directors meet in executive session regularly.
- Independence: Board determined Keyes is independent under Nasdaq rules; audit committee members meet Rule 10A-3 independence requirements.
- Committee assignments: Audit Committee (Chair; members: Keyes, Ronneberg, Sawhney).
- Attendance: In 2024, the Board met 5 times; all directors attended ≥75% of Board and committee meetings. Audit Committee met 2 times; it meets at least quarterly and holds private sessions with the auditor and management.
| Governance Metric | Value |
|---|---|
| Board classification | Class II (Keyes); term ends 2026 annual meeting |
| Independent status | Independent director |
| Audit Committee role | Chair; designated audit committee financial expert |
| 2024 Board meetings | 5 meetings; ≥75% attendance by all directors |
| 2024 Audit Committee meetings | 2 meetings; quarterly cadence |
| Executive sessions | Independent directors meet regularly without management |
Fixed Compensation
- Program: Non-employee directors receive an annual cash retainer, plus additional cash for committee roles; initial and annual stock option grants under the 2024 Plan. No meeting fees are disclosed.
- 2024 Actual for Keyes (partial year since Aug 12, 2024 appointment): Cash fees $22,671; Option awards grant-date fair value $192,090; Total $214,761.
| Item | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $22,671 | Partial year since Aug 12, 2024 |
| Option awards (2024, ASC 718 FV) | $192,090 | Initial grant valuation |
| Total (2024) | $214,761 | Sum of cash + option FV |
| Director Cash Fee Schedule | Annual Amount |
|---|---|
| Base cash retainer (non-Chair) | $40,000 |
| Chair of the Board (in lieu of base retainer) | $70,000 |
| Audit Committee Chair | $19,000 |
| Audit Committee Member (non-chair) | $9,000 |
| Compensation Committee Chair | $12,000 |
| Compensation Committee Member (non-chair) | $6,500 |
| Nominating & Governance Chair | $8,000 |
| Nominating & Governance Member (non-chair) | $4,000 |
Performance Compensation
- Equity structure: Options only; initial grant 30,000 options at appointment (vesting 1/3 per year over 3 years); annual grant 15,000 options vesting in full at first anniversary; initial grant exercise price $8.00 (IPO price). No performance-based metrics are disclosed for director compensation.
| Equity Award Detail | Quantity/Term | Vesting | Exercise Price | Grant Date |
|---|---|---|---|---|
| Initial director option grant | 30,000 shares | 1/3 on 1st, 2nd, 3rd anniversaries | $8.00 | Aug 12, 2024 |
| Annual director option grant | 15,000 shares | 100% on 1st anniversary | Not specified (FMV at grant) | Annual, post-appointment |
| Performance-tied pay | Not disclosed | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| Sesen Bio, Inc. (public) | Former director (2020–2023) | Historical role; no current interlock with ACTU disclosed |
| Equillium, Inc. | Current CFO; director of Australian subsidiary | No related-party transactions disclosed with ACTU; ACTU related-party transactions primarily involve major holders (Bios Equity and Kairos Ventures), not Keyes |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation based on education and finance roles.
- Industry experience: Extensive biotech/biopharma finance leadership (Equillium, Orexigen, Amylin; experience at Amgen and Baxter).
- Education: BS/MS Civil Engineering (Stanford); MBA (UCLA Anderson).
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (3/31/2025) | 0 shares; not a 5% holder |
| Ownership % of outstanding | 0% (19,531,636 shares outstanding) |
| Director options outstanding (initial grant) | 30,000 options; unexercisable prior to 1st anniversary |
| Shares pledged or hedged | Prohibited by insider trading policy (short sales, options, hedging, margin, pledging) |
Governance Assessment
-
Strengths
- Independent director; Audit Chair and SEC-designated financial expert, enhancing financial reporting oversight.
- Audit Committee charter covers auditor selection, internal controls, risk oversight, code of conduct, and related-party transaction review, with private sessions—supports robust oversight.
- Prohibition on hedging and pledging aligns director incentives with shareholders and reduces misalignment risk.
- Director compensation balances cash retainer with at-risk equity (options) with multi-year vesting; no discretionary meeting fees.
-
Watch items / potential red flags
- Prior CFO role during Orexigen’s bankruptcy (2018–2019) is a historical risk indicator; monitor for risk management rigor and disclosure quality.
- Ownership concentration among major investors (Bios Equity ~51.26%, Kairos Ventures ~13.68%) may influence board dynamics; continued vigilance on related-party review is essential (Keyes’ Audit Committee oversees this).
- No explicit director stock ownership guidelines disclosed; consider engagement on long-term equity alignment beyond options.
-
Shareholder feedback signals
- 2025 annual meeting focused on director elections for Class I (Sawhney, Thomson, Zabrowski) and auditor ratification; no say-on-pay proposal on ballot—consistent with emerging growth IPO-year governance cadence.
Overall assessment: Keyes brings substantial public-company CFO experience and audit leadership, with independence and formal financial expert designation strengthening ACTU’s board effectiveness. The equity-heavy director pay and anti-hedging policy support alignment; historical bankruptcy involvement warrants continued scrutiny, particularly as ACTU navigates capital markets with concentrated ownership and related-party history overseen by Keyes’ committee.