Christopher Rovaldi
About Christopher Rovaldi
Christopher Rovaldi, age 51, is President and Chief Operating Officer of Keros Therapeutics, serving as COO since February 1, 2022 and promoted to President effective July 1, 2024; he holds a B.S. and M.Sc. in Microbiology from the University of New Hampshire . He has over 20 years of program and portfolio management experience developing biologics and small molecules from pre-IND to marketing authorization, including senior leadership at Acceleron Pharma (SVP, Program Management and Operations) . Company performance context in his tenure: Keros’ cumulative TSR for 2024 was 22.44 (NASDAQ Biotech Index 93.49), with net loss of $187.4 million, reflecting pre-commercial R&D investment and limited, non-recurring license revenues .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acceleron Pharma Inc. | Director → Senior Director → Vice President, Program Management → Senior Vice President, Program Management & Operations | 2007–2018 | Led cross-functional program and portfolio management across hematology/neuromuscular/pulmonary disease programs |
| Idenix Pharmaceuticals, Inc. | Program roles | 2004–2007 | Program/portfolio execution in small molecules |
| Cubist Pharmaceuticals, Inc. | Program roles | 2000–2004 | Program/portfolio execution in small molecules |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NS Biopharma Consulting, LLC | President | 2019–2022 | Biotechnology consulting; supported multiple companies prior to joining Keros |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $435,352 | $500,000 | $539,231 |
| Target Bonus (%) | 50% (per employment agreement) | 50% | 50% |
| Actual Bonus Paid ($) | $235,000 | $275,000 | $297,000 |
| Other Compensation ($) | $38,397 | $9,900 | $13,800 |
| Total Compensation ($) | $4,247,354 | $4,688,165 | $6,975,416 |
Notes:
- Target bonus for 2024 paid at 110% of target company-wide payout (50% of $540,000 = $270,000; 110% = $297,000) .
Performance Compensation
Annual Cash Incentive – Corporate Performance Framework (FY 2024)
| Metric Category | Weight | Target (Qualitative) | Actual Outcome | Payout Impact |
|---|---|---|---|---|
| Elritercept (KER-050) Phase 3 readiness (EOP2, protocol submission, supply) | 30% | Complete key Phase 3 prep steps | Achieved | +30 |
| Elritercept Stretch (first patient screening; MF data for EOP2) | 20% | Stretch milestones | 7% achieved (partial MF data; screening not achieved) | +7 |
| Cibotercept (KER-012) PAH/CHF trial progress | 30% | Designations, enrollment milestones | 17% achieved (TROPOS enrollment achieved; other items partial/not achieved) | +17 |
| Cibotercept Stretch (TROPOS last patient by Oct) | 10% | Stretch schedule | Over-achieved (+12) | +12 |
| Muscle program (KER-065) | 20% | Phase 1 Part 2, GMP lot, tox/tech transfer | 12% achieved (GMP lot not achieved) | +12 |
| KER-065 Stretch (last patient last visit) | 10% | Stretch completion | Not achieved (0) | +0 |
| Discovery pipeline | 10% | Expand scientific rationale | Achieved | +10 |
| Publications/presentations | 7% | Peer-reviewed publication, conference data | 4% achieved | +4 |
| Budget/operations | 3% | Budget within range | Achieved | +3 |
| Strategic partnership (Stretch) | 15% | Enter a partnership | Achieved (+15) | +15 |
| Total Corporate Achievement | — | — | — | 110% overall |
Additional context:
- TROPOS trial was early terminated in January 2025 due to pericardial effusion safety observations; CEO payout capped at 100%, but other NEOs (including Rovaldi) were paid at 110% .
Equity Awards – Structure and Vesting
| Grant Date | Award Type | Shares | Exercise Price | Vesting Schedule |
|---|---|---|---|---|
| Feb 13, 2024 | Time-vesting Stock Options | 150,000 | $56.18 | 25% on Feb 13, 2025; 6.25% quarterly thereafter over 4 years; acceleration under certain conditions |
| Feb 16, 2023 | Time-vesting Stock Options | 100,000 | $54.38 | 25% on Feb 16, 2024; 6.25% quarterly thereafter |
| Feb 1, 2022 | Initial Stock Options | 100,000 (anticipated; granted per agreement) | Closing price on grant date | 25% at 1st anniversary; 1/12th quarterly thereafter; acceleration per agreement |
Observation:
- As of the 2025 proxy, 100% of 2024 stock options for all NEOs were “deeply underwater,” aligning incentives to long-term value creation (e.g., $56.18 strike vs $15.83 year-end price used for acceleration valuations) .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (as of Apr 11, 2025) | 214,681 shares (consists of options exercisable within 60 days) |
| % of Shares Outstanding | Less than 1% (“*”) |
| Options – Exercisable vs Unexercisable (Dec 31, 2024) | Exercisable: 68,750 (2/1/2022), 18,750 (2/11/2021), 8,002 (4/7/2020), 2,304 (9/19/2019); Unexercisable: 150,000 (2/13/2024), 56,250 (2/16/2023), 31,250 (2/1/2022), 1,250 (2/11/2021) |
| Hedging/Pledging | Prohibited under Insider Trading Policy (no short sales, options, hedging, margin, pledges) |
| Rule 10b5-1 Plans | Executives may adopt 10b5-1 plans; trades executed per preset parameters; additional trades allowed when not in possession of MNPI |
| 2024 Option Exercises | None by Rovaldi |
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | February 1, 2022 (appointed COO) |
| Current Roles | President (effective July 1, 2024) and COO (continuing) |
| Contract Type | At-will |
| Base Salary & Target Bonus (upon hire) | $470,000 base; 50% target bonus |
| Severance (No Change-in-Control) | 9 months base salary; COBRA premiums up to 9 months, subject to release |
| Severance (Change-in-Control; double-trigger) | 12 months base salary; 100% target bonus; full acceleration of unvested equity; COBRA up to 12 months (lump sum for certain officers per 2025 proxy); Rovaldi eligible for 12 months salary, 100% bonus, full acceleration, COBRA up to 12 months |
| Equity Acceleration (Plan-level) | If awards are not assumed/continued/substituted in certain corporate transactions, unvested awards may accelerate for current participants |
| Non-Compete / Non-Solicit | 12 months post-termination (standard agreement) |
| Arbitration | JAMS employment arbitration in Boston, MA; class action waiver; final, binding decision; fee sharing; injunctive relief permitted |
| Clawback Policy | Incentive Compensation Recoupment Policy adopted Oct 5, 2023; complies with SEC/Nasdaq rules; Sarbanes-Oxley §304 reimbursement obligations may apply |
Investment Implications
- Alignment and selling pressure: 2024 options are deeply underwater, reducing near-term sell pressure and tying upside to material value creation (e.g., $56.18 strike vs $15.83 year-end price) . Rovaldi had no option exercises in 2024, and hedging/pledging is prohibited, indicating limited forced selling risk absent 10b5-1 plans .
- Retention and CoC economics: Double-trigger CoC protection (12 months salary, 100% bonus, full equity acceleration, COBRA) plus 9-month severance absent CoC supports retention but creates potential dilution acceleration if a transaction occurs; equity plan allows acceleration if awards are not assumed .
- Pay-for-performance calibration: 2024 bonus paid at 110% reflects delivery on pipeline milestones (KER-050 Phase 3 prep, TROPOS enrollment, partnership) despite later safety-driven TROPOS termination; signals disciplined committee discretion and rigorous goal-setting .
- Governance and shareholder sentiment: 2024 say-on-pay passed with >99% support, indicating investor endorsement of compensation design; clawback policy in place per SEC/Nasdaq .
Appendix: Additional Context
- Leadership update: Promotion to President effective July 1, 2024; CEO appointed Chair; Lead Independent Director role established with additional retainer .
- Company performance note: Pre-commercial stage; limited license revenues; pay-versus-performance CAP disclosures show TSR variability vs biotech index and net losses consistent with R&D profile .
Sources: Keros DEF 14A (April 23, 2025) ; Keros DEF 14A (April 17, 2024) ; Keros 8-K (June 17, 2024) ; Keros 8-K (January 31, 2022) – Employment Agreement .