Jasbir Seehra
About Jasbir Seehra
Jasbir Seehra, Ph.D., age 69, is Chief Executive Officer (since December 2015) and Chair of the Board (since July 2024) of Keros Therapeutics. He holds a B.Sc. and Ph.D. in Biochemistry from the University of Southampton and completed postdoctoral work at MIT; prior roles include CSO at Ember Therapeutics, co-founder/CSO at Acceleron Pharma, VP Biological Chemistry at Wyeth, and leadership at Genetics Institute . Keros is pre-commercial and discloses cumulative TSR values of 82.95 (2021), 68.07 (2022), 56.37 (2023), and 22.44 (2024), with net losses of $58.7m, $104.7m, $153.0m, and $187.4m, respectively, consistent with drug development investment cycles . Strategic milestones during his tenure include a $200m upfront license deal with Takeda for elritercept and a 2025 strategic alternatives review overseen by independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ember Therapeutics, Inc. | Chief Scientific Officer | Dec 2011 – Apr 2015 | Led R&D; executive leadership in therapeutics |
| Acceleron Pharma Inc. | Co-Founder & Chief Scientific Officer | Feb 2004 – Nov 2010 | Built pipeline; co-founded and led science at notable biotech |
| Wyeth Pharmaceuticals Inc. | Vice President, Biological Chemistry | Not specified | Led biological chemistry; executive leadership |
| Genetics Institute, Inc. | Led small molecule lead discovery | Not specified | Built small molecule discovery capabilities (med chem, HTS, structural biology) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Private life science company | Director | Current | Serves on board (not named in proxy) |
| Eloxx Pharmaceuticals, Inc. | Director | Prior | Previously served on public company board |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Performance Bonus Paid ($) |
|---|---|---|---|
| 2024 | 700,000 | 65% (increased from 50%) | 455,000 (capped at 100% of target) |
| 2023 | 649,135 | 50% (set in employment agreement) | 357,500 (non‑equity incentive) |
| 2022 | 610,817 | 50% (employment agreement) | 302,500 (non‑equity incentive) |
Multi‑year summary compensation (total reported):
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 699,039 | — | 5,104,488 | 455,000 | 14,666 | 6,273,192 |
| 2023 | 649,135 | 107,250 | 7,806,530 | 357,500 | 11,661 | 8,932,076 |
| 2022 | 610,817 | 60,500 | 5,475,349 | 302,500 | 11,767 | 6,460,934 |
Performance Compensation
2024 annual corporate objectives and payout determination:
| Objective Category | Weight | Key Achievement Highlights | Weighted Achievement |
|---|---|---|---|
| Elritercept (KER‑050) development | 30% | EOP2 meetings (MDS) achieved; first protocol submission achieved; sufficient Phase 3 drug supply achieved | 30% |
| Stretch (Elritercept) | 20% | First patient screening not achieved; myelofibrosis Phase 2 data partially sufficient for EOP2 | 7% |
| Cibotercept (KER‑012) development | 30% | PAH TROPOS last patient enrolled achieved; Orphan/Fast Track applications partially achieved; HFpEF/HFrEF enrollment not achieved | 17% |
| Stretch (Cibotercept) | 10% | Enrolled last patient by Oct 2024 over‑achieved | 12% |
| Muscle program (KER‑065) | 20% | Phase 1 Part 2 enrollment achieved; GMP lot not achieved; tox studies and tech transfer achieved | 12% |
| Stretch (KER‑065) | 10% | Last patient last visit not achieved | 0% |
| Discovery pipeline | 10% | Expanded understanding of activin/ligand traps | 10% |
| Publications | 7% | Blood Advances publication; multiple conference presentations | 4% |
| Budget | 3% | Managed within target | 3% |
| Stretch (Business/Financial) | 15% | Entered a product partnership (Takeda) achieved | 15% |
| Total | 100% (+55% stretch pool) | Board determined overall 110% achievement; CEO bonus capped at 100% due to TROPOS safety event review | 110% (others), CEO paid at 100% |
CEO 2024 equity mix and vesting:
- Time‑vesting stock option: 125,000 shares at $56.18; vests 25% on Feb 13, 2025, then 6.25% quarterly thereafter; 10‑year term; eligible for acceleration per agreement .
- Performance‑vesting stock option: 125,000 shares at $63.61; vests 50% on certification of two pipeline development goals (cibotercept, KER‑065) achieved by Dec 31, 2025; remaining 50% on Dec 31, 2026; not yet certified as achieved .
- As of proxy date, 100% of 2024 options were deeply underwater; CEO’s performance goals not met yet .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 1,717,969 (includes owned and options exercisable within 60 days) |
| % of shares outstanding | 4.1% (based on 40,611,414 shares outstanding) |
| Owned directly | 302,223 shares |
| Options exercisable within 60 days | 1,415,746 shares |
| Hedging/pledging | Prohibited for all officers/directors per Insider Trading Policy |
| Rule 10b5‑1 plans | Executives may use pre‑planned trading programs (outside trades permitted only when not possessing MNPI) |
Key outstanding CEO options (Dec 31, 2024):
| Grant Date | Vest Commencement | Exercisable (#) | Unexercisable (#) | Equity Incentive (Unearned) (#) | Exercise Price ($) | Expiry |
|---|---|---|---|---|---|---|
| 2/23/2024 | 2/23/2024 | — | — | 125,000 | 63.61 | 2/22/2034 |
| 2/13/2024 | 2/13/2024 | — | 125,000 | — | 56.18 | 2/12/2034 |
| 2/16/2023 | 2/16/2023 | 87,500 | 112,500 | — | 54.38 | 2/15/2033 |
| 1/21/2022 | 1/19/2022 | 113,437 | 51,563 | — | 46.30 | 1/20/2032 |
| 1/10/2021 | 1/7/2021 | 119,250 | 7,950 | — | 70.93 | 1/9/2031 |
| 4/7/2020 | 3/1/2020 | 696,569 | — | — | 16.00 | 4/6/2030 |
| 6/19/2019 | 12/1/2018 | 45,087 | — | — | 0.48 | 6/18/2029 |
| 3/26/2018 | 12/18/2017 | 8,822 | — | — | 0.30 | 3/25/2028 |
| 3/26/2018 | 12/18/2017 | 301,811 | — | — | 0.30 | 3/25/2028 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement dates | Offer letter Dec 2015; amended & restated employment agreement Mar 2020, effective Apr 13, 2020 |
| At‑will employment | Yes |
| Non‑compete / Non‑solicit | 12 months post‑termination |
| Severance – not in CIC | Cash severance: $700,000 salary + $350,000 bonus; health benefits value est. $21,153 (as of 12/31/2024 scenario) |
| Severance – following CIC | Cash severance: $1,050,000 salary + $350,000 bonus; health benefits value est. $31,730 (as of 12/31/2024 scenario) |
| Equity acceleration | Performance option accelerates in full if involuntary termination during CIC period occurs prior to first vest; thereafter treated like time‑vest options under 2020 Plan and agreement |
| Clawback | Company maintains clawback policy complying with SEC/Nasdaq; Compensation Committee authority to establish/oversee |
| Tax gross‑ups | No Section 280G gross‑up entitlement for NEOs |
Board Governance
- Dual role: CEO and Chair since July 2024; Board appointed Lead Independent Director (Jean‑Jacques Bienaimé) to strengthen independent oversight; majority of Board is independent (8 of 9) .
- Lead Independent Director responsibilities include presiding at executive sessions, liaising with CEO/Chair, and agenda/materials consultation .
- Board committees: Audit (Gray Chair), Compensation (Seth Chair), Nominating & Corporate Governance (Kariv Chair); CEO is not a member of these committees .
- Meetings/attendance: Board met nine times in 2024; directors attended ≥75% of meetings .
Director compensation: As an employee‑director, Dr. Seehra receives no additional director pay . Non‑employee director fee/policy details disclosed separately .
Compensation Peer Group and Say‑on‑Pay
- 2024 peer group (18 companies) included AKRO, CRNX, IDYA, IOVA, MORF, PTGX, REPL, RCKT, SRRK, SWTX, SNDX, ZNTL, among others; Keros was ~50th percentile by market cap within the peer set at time of review .
- Say‑on‑pay result: >99% approval at 2024 annual meeting; Compensation Committee retained program structure, continued shareholder engagement .
Pay vs Performance Indicators
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR (value of $100 investment) | 82.95 | 68.07 | 56.37 | 22.44 |
| Net Income (Loss) ($000s) | (58,744) | (104,679) | (152,992) | (187,353) |
Context: As a pre‑commercial biotech, Keros does not use financial performance measures for NEO compensation; CAP is driven primarily by equity valuation under ASC 718 and long‑term program design .
Risk Indicators & Red Flags
- CEO + Chair combined role mitigated by Lead Independent Director and independent Board majority .
- Hedging/pledging of stock prohibited; reduces alignment risks related to collateralization .
- 2024 options deeply underwater, reducing near‑term exercise/sale pressure; CEO performance option still unachieved as of filing .
- Clawback policy in place per SEC/Nasdaq; no 280G excise tax gross‑ups .
- TROPOS PAH trial early termination in Jan 2025 due to safety review; CEO bonus capped at 100% despite 110% corporate achievement .
Investment Implications
- Alignment: Significant option holdings and 4.1% beneficial ownership suggest meaningful exposure to equity upside; hedging/pledging bans support alignment, while underwater 2024 grants reduce near‑term selling pressure .
- Incentives: Introduction of performance‑vesting options for CEO ties vesting to pipeline milestones; however, goals were not met as of proxy date, and TROPOS safety events influenced cash bonus capping—indicating disciplined pay outcomes tied to execution risk .
- Retention/CIC economics: CEO severance equates to ~1.5x salary plus 0.5x bonus in CIC and 1.0x salary plus 0.5x bonus otherwise, with specific acceleration for the performance option—balanced retention with double‑trigger protections typical for biotech M&A cycles .
- Governance: Dual CEO/Chair structure introduces oversight risk, mitigated by a robust Lead Independent Director role and independent committees; strong 2024 say‑on‑pay (>99%) indicates investor support for the compensation framework .
- Execution: Strategic milestones (Takeda $200m upfront; formal strategic review) under Seehra’s leadership create potential catalysts, while pipeline discontinuations and net losses reflect inherent development risk; TSR compression in 2024 underscores sensitivity to clinical outcomes .