Alpna Seth
About Alpna Seth
Alpna Seth, Ph.D., age 61, has served as an independent director of Keros Therapeutics (KROS) since May 2023. She is a seasoned biopharma operator and board leader with prior roles as President & CEO of Nura Bio, COO of Vir Biotechnology, and two decades at Biogen across global development, commercialization, and international operations. Dr. Seth holds a Ph.D. in Biochemistry & Molecular Biology (UMass Medical School), completed postdoctoral research at Harvard as a Howard Hughes Medical Institute Fellow, and is a graduate of the Advanced Management Program at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nura Bio Inc. | President & Chief Executive Officer | ~2019–Oct 2022 (retired) | Led company operations and strategy |
| Vir Biotechnology, Inc. | Chief Operating Officer | Jul 2017–Jan 2019 | Enterprise-scale operating leadership in infectious disease |
| Biogen Inc. | Senior VP & Global Head, Biosimilars (relocated to Europe in 2014); earlier roles spanning drug development, commercialization, international ops; Managing Director, Biogen Idec India; Program Executive on major programs | 1998–Jul 2017 | Built/led biosimilars BU; emerging markets build-out; cross-functional program leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Bio‑Techne Corporation | Director | Current |
| Dr. Reddy’s Laboratories | Director | Current |
| Seagen Inc. | Director | 2018–Dec 2023 (ended upon Pfizer acquisition) |
Board Governance
- Independence: The Board affirmatively determined Dr. Seth is independent under Nasdaq rules; eight of nine directors are independent, including Dr. Seth .
- Committee roles: Chair, Compensation Committee (appointed September 2024; previously a member); not on Audit or Nominating & Corporate Governance .
- Attendance: In 2024 the Board met nine times; each director attended at least 75% of Board and applicable committee meetings .
- Board structure: Combined Chair/CEO role with a Lead Independent Director (J.-J. Bienaimé) who presides over executive sessions without management and coordinates independent director activities .
- Election cycle: Nominee for re‑election as Class II director at the June 4, 2025 annual meeting for a term through the 2028 annual meeting .
Fixed Compensation (Director)
| Component | Amount / Policy |
|---|---|
| 2024 Cash Fees Earned | $47,712 (pro‑rated under policy, including committee role changes) |
| Policy – Annual Board retainer | $40,000 cash per director |
| Policy – Compensation Committee Chair retainer | $12,000 cash (members $6,000) |
| Other policy retainers (for reference) | Lead Independent Director $25,000; Audit Chair $15,000; Nominating & CG Chair $10,000; Board Chair $30,000 |
Notes: Non‑employee director cash retainers are paid quarterly in arrears and pro‑rated for partial periods .
Performance Compensation (Director equity)
| Item | Detail |
|---|---|
| 2024 Option Awards (grant‑date fair value) | $321,099 |
| Director equity outstanding (12/31/24) | 40,000 options (aggregate outstanding) |
| Equity award design | Initial grant: 20,000 options, vest quarterly over 3 years; Annual grant: 10,000 options, vest quarterly over 12 months; 10‑year term; vesting accelerates in full upon a change in control; 12‑month post‑service exercise for voluntary departure (other than death, disability or cause) |
Director equity has no operating performance metrics; grants are time‑based under the Non‑Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Bio‑Techne Corporation | Director | No related‑party transactions with Keros disclosed in 2024–2025 proxy . |
| Dr. Reddy’s Laboratories | Director | No related‑party transactions with Keros disclosed in 2024–2025 proxy . |
| Seagen Inc. (prior) | Director (2018–Dec 2023) | Ended prior to current proxy period; no related‑party items disclosed . |
- Related party oversight: Keros’ Related Party Transaction Policy requires Audit Committee review/approval; no transactions involving Dr. Seth were disclosed above the materiality threshold .
Expertise & Qualifications
- Deep operating experience across R&D, commercialization, and global expansion (Biogen); COO‑level operating leadership at Vir; CEO experience at Nura Bio .
- Scientific credentials (Ph.D.; HHMI Fellow at Harvard) and executive training (HBS AMP) .
- Compensation governance: Chairs Keros’ Compensation Committee; Committee is fully independent, uses an independent consultant (Aon/Radford), and maintains a clawback policy compliant with SEC/Nasdaq .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 33,333 shares; under 1% of shares outstanding; consists of shares issuable upon exercise of options exercisable within 60 days . |
| Shares outstanding (record date) | 40,611,414 shares (as of Apr 7, 2025) . |
| Hedging/pledging | Prohibited by Keros Insider Trading Policy (applies to directors) . |
Director ownership at Keros is primarily via stock options; director equity awards vest over time and accelerate on change in control per policy .
Governance Assessment
-
Strengths
- Independent, experienced operator as Compensation Committee Chair since Sep 2024; committee fully independent, uses independent advisor, has adopted clawback policy; no compensation interlocks reported .
- Board maintains regular executive sessions led by a Lead Independent Director, and eight of nine directors are independent, supporting effective oversight during a strategic alternatives review .
- Attendance: all directors met or exceeded 75% of 2024 meetings; no attendance red flags .
- Shareholder responsiveness: 2024 say‑on‑pay passed with >99% support, indicating strong investor alignment; board continued outreach on governance and pay .
-
Watch items
- Multiple external public boards (Bio‑Techne, Dr. Reddy’s) increase time commitments; no related‑party transactions disclosed but continued monitoring warranted as programs evolve .
- Director equity is option‑heavy and time‑based (no performance metrics), which is typical for small/mid‑cap biotech but places emphasis on price‑based alignment; policy provides CIC acceleration .
-
Red flags observed
- None disclosed regarding related‑party transactions, hedging/pledging, or legal proceedings involving Dr. Seth .