Jean-Jacques Bienaimé
About Jean‑Jacques Bienaimé
Jean‑Jacques Bienaimé, age 71, joined the Keros Therapeutics Board in June 2024 and has served as Lead Independent Director since July 2024 . He previously served as CEO of BioMarin Pharmaceutical (2005–Dec 2023) and Chairman (2015–Dec 2023), and earlier was Chairman/CEO/President of Genencor (2002–2005) and Sangstat (1998–2002), with senior roles at Rhône‑Poulenc Rorer and earlier work at Genentech . He currently serves on the boards of Incyte Corporation and Immunome, Inc., and two private biotechnology companies; he holds an MBA from Wharton and a degree in economics from École Supérieure de Commerce de Paris .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Chief Executive Officer; Chairman | CEO: May 2005–Dec 2023; Chair: Jun 2015–Dec 2023 | Led growth of rare‑disease portfolio (biotech operator experience) |
| Genencor, Inc. | Chairman, CEO, President | Nov 2002–Apr 2005 | Industrial bioproducts and targeted cancer biotherapeutics focus |
| Sangstat Medical Corporation | Chairman, CEO, President (President in 1998; CEO in 1999) | 1998–late 2002 | Immunology‑focused biotechnology |
| Rhône‑Poulenc Rorer (now Sanofi‑Aventis) | Senior Vice President, Worldwide Marketing & Business Development | 1992–1998 | Global commercial leadership |
| Genentech, Inc. | Executive (product launch contributor) | Early career (date not specified) | Involved in launch of t‑PA |
External Roles
| Organization | Role | Start (if disclosed) | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | Director | Not disclosed in KROS proxy | – |
| Immunome, Inc. | Director | Not disclosed in KROS proxy | – |
| Two private biotech companies | Director | Not disclosed | – |
Board Governance
- Lead Independent Director: Appointed July 2024; responsibilities include presiding over meetings without the Chair, serving as liaison between independent directors and CEO/Chair, and consulting on agendas/materials and scheduling .
- Committee assignments (2024): Nominating & Corporate Governance (member); not on Audit or Compensation in 2024; Nominating & Corporate Governance met 6 times, Audit 4, Compensation 8 .
- Independence: Board determined Bienaimé is independent under Nasdaq rules (eight of nine directors independent) .
- Attendance/engagement: Board met nine times in 2024; each Board member attended ≥75% of Board/committee meetings for the period served (Bienaimé joined June 2024) .
- Board leadership: KROS combines CEO and Chair roles; appointment of Bienaimé as Lead Independent Director provides counterbalance and facilitates independent oversight .
Fixed Compensation
| Non‑Employee Director Cash Compensation Policy | Annual Cash Retainer ($) |
|---|---|
| Annual director retainer | 40,000 |
| Additional retainer – Chair | 30,000 |
| Additional retainer – Lead Independent Director (effective Jul 1, 2024) | 25,000 |
| Audit Committee Chair / member | 15,000 / 7,500 |
| Compensation Committee Chair / member | 12,000 / 6,000 |
| Nominating & Corporate Governance Chair / member | 10,000 / 5,000 |
| 2024 Non‑Employee Director Compensation (Actual) | Fees Earned or Paid in Cash ($) | Option Awards – Grant Date FV ($) | Total ($) |
|---|---|---|---|
| Jean‑Jacques Bienaimé (joined June 2024) | 38,709 | 614,224 | 652,933 |
Notes: Cash retainers are paid quarterly and prorated for partial service; Lead Independent Director retainer effective July 1, 2024 . 2020 equity plan caps director total value (cash + equity) at $500,000 per annual period, or $700,000 in the year first appointed/elected—Bienaimé’s first year total equity grant FV falls within the $700,000 cap .
Performance Compensation
| Non‑Employee Director Equity Program | Terms |
|---|---|
| Instrument | Stock options (10‑year term) |
| Initial award on joining Board | Option to purchase 20,000 shares; vests in equal quarterly installments over 3 years |
| Annual award (each annual meeting) | Option to purchase 10,000 shares; vests quarterly over 12 months; fully vested by next annual meeting |
| Change in control | Options vest in full upon a change in control |
| Post‑termination exercise (non‑death/disability/cause) | 12 months after service ends |
| Bienaimé – Option Positioning as of 12/31/2024 | Value / Shares |
|---|---|
| Aggregate grant date FV of 2024 option awards ($) | 614,224 |
| Shares underlying outstanding options | 17,600 |
Clawback and equity grant controls: Keros maintains a Dodd‑Frank‑compliant recoupment policy (Oct 5, 2023) and has established equity award grant timing safeguards to avoid MNPI timing issues .
Other Directorships & Interlocks
- Current public company boards: Incyte Corporation; Immunome, Inc. .
- Independence and conflicts: The Board found no material or disqualifying relationships for independent directors, including Bienaimé .
- Related‑party transactions: Keros’ related‑party policy governs review/approval; no related‑party transactions involving Bienaimé are disclosed in the proxy .
Expertise & Qualifications
- Executive leadership: Former CEO/Chairman of BioMarin; prior CEO roles at Genencor and Sangstat; senior commercial roles at Rhône‑Poulenc Rorer; product launch experience at Genentech .
- Industry expertise: Deep biotech/pharma operating and board experience .
- Education: MBA (Wharton); Economics degree (École Supérieure de Commerce de Paris) .
Equity Ownership
| Beneficial Ownership (as of April 11, 2025) | Shares / % |
|---|---|
| Common shares owned | 200 |
| Options exercisable within 60 days | 5,866 |
| Total beneficial ownership (SEC definition) | 6,066; “*” less than 1% of outstanding |
| Shares outstanding basis | 40,611,414 shares outstanding (for % calc) |
| Options outstanding (12/31/2024) | 17,600 |
| Hedging/pledging | Company policy prohibits hedging, short sales, options, margin and pledging by directors |
Governance Assessment
-
Strengths
- Lead Independent Director role provides robust counterweight to combined CEO/Chair structure; responsibilities explicitly defined to enhance independent oversight .
- Confirmed independence and absence of disqualifying relationships; board maintains regular executive sessions without management .
- Strong engagement indicators: Board met 9 times in 2024; directors (including Bienaimé for his period of service) met or exceeded the 75% attendance threshold .
- Director equity is option‑based with long vesting and full acceleration on change‑in‑control; first‑year grant value within plan cap; aligns director incentives with shareholder value creation .
- Hedging/pledging prohibited, supporting alignment and risk controls; clawback policy in place .
-
Watch‑items
- Combined CEO/Chair structure generally concentrates power; mitigated by a clearly empowered Lead Independent Director (Bienaimé) .
- Multiple external public boards (Incyte; Immunome) increase time commitments; Board nonetheless determined Bienaimé is independent and qualified .
-
Conflicts/Related‑party
- No related‑party transactions disclosed involving Bienaimé; Board and committee independence affirmed .
-
Compensation mix and transparency
- 2024 director pay was predominantly equity (options), consistent with Keros’ policy to align director interests; Bienaimé’s higher first‑year equity value reflects onboarding grant mechanics and remains within the first‑year cap .