Carl L. Gordon

About Carl L. Gordon

Carl L. Gordon, Ph.D., C.F.A. (age 60) is a Managing Partner at OrbiMed Advisors LLC and has served on Keros Therapeutics’ Board since March 2020. He holds a B.A. in Chemistry (Harvard), a Ph.D. in Molecular Biology (MIT), and was a Fellow at The Rockefeller University. The Board classifies him as independent under Nasdaq standards. In July 2024 he stepped down as Board Chair as Keros combined the Chair/CEO roles; he remains an independent director.

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Gordon is independent under Nasdaq listing standards.
• Committee assignments: Compensation Committee member; served as Compensation Committee Chair until September 2024, then continued as member.
• 2024 committee activity: Audit (4 meetings), Compensation (8), Nominating & Corporate Governance (6).
• Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; in 2023, Gordon attended 100% of Board and Compensation Committee meetings.
• Leadership structure: In July 2024, Keros combined Chair/CEO under Dr. Seehra and appointed a Lead Independent Director (Jean‑Jacques Bienaimé) with robust responsibilities; Gordon stepped down as Chair at that time.
• Shareholder feedback: After Gordon received <50% votes cast for re‑election in 2023 due to “board commitments” concerns, he reduced his public company board seats from seven to five in 2024; management and an independent director engaged extensively with investors.

Fixed Compensation

Non‑employee director pay is a mix of cash retainers and annual stock option grants under Keros’ Non‑Employee Director Compensation Policy (amended February 16, 2023 and most recently on July 1, 2024).

• Annual cash retainers since Feb 16, 2023:

  • Director retainer: $40,000; Chair +$30,000
  • Committee chairs: Audit $15,000; Compensation $12,000; Nominating $10,000
  • Committee members: Audit $7,500; Compensation $6,000; Nominating $5,000

• Equity structure:

  • Initial option grant for new directors: 20,000 shares, vests quarterly over 3 years; annual option grant vests quarterly over 12 months (all director options vest fully upon change of control; 12‑month post‑service exercise window except for death/disability/cause).

Director compensation actually paid to Gordon:

Notes: As designed, the option grant fair values exceeded cash retainers in both years, aligning director incentives with shareholders via equity.

Performance Compensation

• None disclosed for non‑employee directors. Director equity awards are time‑vesting stock options; no TSR/financial/ESG performance metrics apply to director pay.

Other Directorships & Interlocks

Expertise & Qualifications

• Deep scientific training (Ph.D. Molecular Biology) and decades of life sciences investing and board work; brings transaction, capital markets, and R&D oversight experience.

Equity Ownership

Footnotes:

• OrbiMed entities collectively held a material stake in Keros across periods; OrbiMed Advisors and related GPs may be deemed to share voting and investment power over those shares. OrbiMed’s management committee (including Gordon) disclaims beneficial ownership of fund shares; Gordon also holds Keros options personally.

Governance Assessment

Strengths

• Independence affirmed; service as Compensation Committee Chair through Sep 2024 (then member) supports oversight of pay practices and clawback administration.
• Engagement and attendance: 100% Board and committee attendance in 2023; at least 75% in 2024.
• Ownership alignment: Meaningful beneficial ownership and annual equity grants; no hedging/pledging permitted.
• Responsiveness to shareholders: Reduced external board commitments after 2023 vote concerns.
• Board structure improved independence signaling with Lead Independent Director in 2024; Gordon stepped down as Chair as roles were combined under CEO.

Risks / RED FLAGS

• Potential conflict of interest: OrbiMed’s sizeable KROS stake and Gordon’s leadership at OrbiMed require ongoing related‑party scrutiny; Audit Committee oversees related‑party transactions.
• Historical vote signal: Gordon received under 50% of votes cast in 2023, primarily due to perceived overboarding; reduced commitments in 2024 mitigated this concern.
• Director pay optics: Large option awards relative to cash (standard for biotech but should be monitored for dilution and independence perceptions).

Shareholder Say‑on‑Pay Context

• Keros’ first Say‑on‑Pay in 2024 received over 99% support; indicates broad investor confidence in compensation governance more broadly.
• 2024 Annual Meeting vote tallies: For 28,988,355; Against 183,267; Abstain 8,066; Broker non‑votes 3,098,533.

Related‑Party & Historical Investments

• OrbiMed entities participated in Keros’ Series C preferred financing ($15.0M) and IPO ($9.0M); disclosures outline control relationships and beneficial ownership at various times.
• The Board annually affirms director independence after reviewing relationships, and the Audit Committee reviews related‑person transactions under policy.

Executive/Director Trading

• Form 4 data was not available in retrieved documents; no insider transaction details for Gordon could be confirmed via available tools. (We searched company Form 4s and found none.) [ListDocuments: type 4 returned 0]

Overall, Gordon brings deep sector and capital formation expertise, has improved governance posture post‑2023 through reduced external commitments, and maintains alignment via equity. The principal watchpoint remains managing any perceived or real conflicts arising from OrbiMed’s ownership and relationships, mitigated by Keros’ related‑party review processes and Board independence determinations.