Jason A. Keyes
EquilliumAbout Jason A. Keyes
Jason A. Keyes, 54, served as Chief Financial Officer of Equillium, Inc. from March 2018 until his resignation effective April 25, 2025, with prior finance and strategy roles at Amgen and Baxter and senior leadership at Amylin and Orexigen. He holds B.S. and M.S. degrees in Civil Engineering from Stanford University and an M.B.A. from UCLA Anderson . Company performance context during his later tenure: the Pay-Versus-Performance disclosure shows Equillium’s TSR value of a hypothetical $100 investment at $28.12 (2022), $19.18 (2023), and $19.85 (2024), and net income of $(62.4)M (2022), $(13.3)M (2023), and $(8.1)M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Orexigen Therapeutics, Inc. | EVP & Chief Financial Officer | 2013–2018 | Publicly held pharma; filed voluntary Chapter 11 in March 2018 |
| Amylin Pharmaceuticals, Inc. | Senior Director of Finance (positions of increasing responsibility) | 2007–2013 | Finance leadership at publicly held biopharma |
| Amgen Inc. | Finance & corporate strategy roles | Earlier career | Large-cap biopharma finance/strategy experience |
| Baxter Healthcare Corporation | Finance & corporate strategy roles | Earlier career | Healthcare finance/strategy experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Actuate Therapeutics, Inc. | Director; Chair of Audit Committee | Current (as of 2025 proxy) | Publicly held biopharma board service |
| Sesen Bio, Inc. | Director; Chair of Audit Committee | 2020–2023 | Publicly held biopharma board service |
Fixed Compensation
- The 2025 and 2024 proxy summaries present compensation detail for CEO, CSO, and COO; specific base salary, target bonus, and actual bonus paid for the CFO (Mr. Keyes) are not disclosed in those Summary Compensation Tables .
- Company-wide, despite achieving 100% of 2024 corporate goals, Equillium did not pay performance-based bonuses for 2024 to any employees (including named executive officers) to conserve cash .
Performance Compensation
| Metric/theme | Weighting | Target/goal | Actual/assessment | Payout/decision | Vesting/notes |
|---|---|---|---|---|---|
| Deliver interim EQUATOR data to Ono (100 patients) | 50% | Interim data for option decision | Delivered Aug 2024; DMC recommended study continue | Corporate achievement counted to 100%; however, no 2024 bonuses paid company-wide to conserve cash | Annual cash bonus plan; equity is primarily stock options |
| Deliver final EQUALISE data package to Ono | 20% | Final data package | Delivered Mar 2024; meaningful responses and favorable safety profile | Same as above | Same |
| Announce topline alopecia areata data | 10% | Topline data by mid-2024 | Announced June 2024 with positive efficacy signal and safety | Same as above | Same |
| Complete in vitro/in vivo assessments for EQ302 | 5% | By end of Q2 2024 | Completed on time with positive results | Same as above | Same |
| Identify EQ302 formulations | 5% | Identify lead formulations | Achieved | Same as above | Same |
| In-license/acquire asset or complete strategic outbound transaction | 10% | One of two alternatives | Completed acquisition of Ariagen in Q4 2024 | Same as above | Same |
- Target bonus percentages disclosed for CEO (75%) and for CSO and COO (40%); CFO target bonus % not disclosed in the proxies reviewed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct ownership (Keyes Trust) | 126,633 shares as of April 1, 2025 |
| Options exercisable within 60 days | 524,582 shares as of April 1, 2025 (vested) |
| Total beneficial (within 60 days) | 651,215 shares (126,633 + 524,582) |
| Shares outstanding reference date | 35,719,317 shares outstanding on April 1, 2025 |
| Ownership as % of outstanding | ~1.8% (651,215 / 35,719,317), computed from disclosed counts |
| Hedging/pledging policy | Company policy prohibits hedging and pledging of Company stock |
| Clawback policy | Company maintains a clawback policy; awards subject to Dodd-Frank/listing-standard recoupment |
| Equity vehicle & vesting context | Equity emphasis on stock options; 2023 option repricing included 18-month “retention period” to exercise at reduced price and double-trigger CIC acceleration for specified 2023 grants to NEOs (examples disclosed for other NEOs) |
Employment Terms
| Term | Detail |
|---|---|
| Start date/tenure | CFO since March 2018; resigned effective April 25, 2025 |
| Employment at-will | NEO agreements are at will (CFO-specific letter not provided in reviewed proxies) |
| Severance (company baseline for NEOs per proxy) | If terminated without cause: 6 months base salary continuation and 6 months COBRA premiums (CEO/CSO/COO examples disclosed; CFO terms not specified in proxy) |
| Change-in-control (CIC) economics | For 2023 option grants to named executives, full acceleration upon termination without cause or resignation for good reason within 12 months after a CIC (double trigger); plan-level treatment allows Board discretion; no single-trigger CIC benefits in compensation practices |
| Clawbacks | Awards subject to clawback per policy and plan |
| Gross-ups | No excise tax or other gross-up agreements per compensation practices |
| Non-compete/other restrictive covenants | Not disclosed in reviewed filings |
Performance & Track Record
- Corporate goal attainment in 2024 was assessed at 100% across milestones spanning EQUATOR, EQUALISE, alopecia areata, EQ302, and a strategic asset transaction; however, cash bonuses were not paid to conserve cash, indicating cost-discipline despite operational delivery .
- TSR context from Pay-Versus-Performance: $100 invested stood at $28.12 (2022), $19.18 (2023), $19.85 (2024), alongside net income improving from $(62.4)M (2022) to $(8.1)M (2024) .
- Capital markets/treasury actions during 2025 included amending the Open Market Sale (ATM) Agreement, where Mr. Keyes is listed as CFO and a notice party; he executed documents in connection with the ATM amendment with agent changes (Jefferies to LifeSci Capital) .
- Nasdaq compliance: Company regained minimum bid price compliance on Aug 29, 2025 (disclosed Sept 4, 2025) .
Governance, Appointments, and Transitions
- Mr. Keyes tendered his resignation from all positions effective April 25, 2025, per the 2025 proxy . An August 2025 8-K exhibits his signature and listing as CFO in the ATM amendment paperwork, reflecting continued signatory/notice references in that filing cycle .
Compensation Structure Analysis
- Mix and risk: The company emphasizes at-risk pay via annual bonuses and stock options; in 2024, no bonuses were paid despite goal achievement, reflecting cash preservation priorities and a stronger tie of executive upside to equity value recovery .
- Equity policy and governance: 2023 broad-based option repricing added 18-month retention conditions to access reduced exercise prices and maintained governance features (no single-trigger CIC, no hedging/pledging, clawback) .
- Peer benchmarking: The Compensation Committee references Radford benchmarking; CEO target bonus at 75% and other NEOs at 40% for 2024; CFO target bonus percentage not disclosed in reviewed proxies .
Investment Implications
- Retention/transition risk: The CFO’s resignation effective April 25, 2025, represents finance leadership turnover; investors should monitor execution continuity in financing, reporting, and strategic transactions .
- Potential selling pressure vs retention features: Mr. Keyes had 524,582 options exercisable within 60 days of April 1, 2025 and 126,633 directly held shares (total 651,215), or roughly 1.8% of shares outstanding—creating potential monetization overhang post-departure; however, 2023-repriced options carried 18‑month retention conditions to access reduced prices, potentially moderating near-term exercise economics depending on grant specifics .
- Alignment and downside governance: No hedging/pledging, no excise-tax gross-ups, and an enforceable clawback framework support shareholder alignment; CIC benefits rely on double-trigger constructs, limiting windfalls without an actual qualifying termination .
- Operating vs capital market signals: Despite achieving 2024 milestones (100% goal score), the company withheld cash bonuses to conserve liquidity, while executing ATM amendments and later regaining Nasdaq bid-price compliance—signals of capital discipline amid volatility; watch subsequent financings and program catalysts for trading inflections .