Julius Knowles
About Julius Knowles
Independent director of Keros Therapeutics (KROS) since April 2016; age 62. Partner at Mass General Brigham Ventures since January 2014; prior operating and business development leadership roles at Vertex, SGX Pharmaceuticals, Novacea, Novalar, Novartis (NIBR Strategic Alliances), and CEO of X‑BODY BioSciences. Education: B.A. in Chemistry (Carleton College), M.Sc. in Chemistry (UC Berkeley), M.B.A. (Wharton). The Board has affirmatively determined Mr. Knowles is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| X-BODY BioSciences Inc. | Chief Executive Officer | Mar 2012 – Jan 2014 | Led company through acquisition by Juno Therapeutics |
| Novartis (NIBR) | Head, Platforms team for Strategic Alliances; responsible for global technology and drug discovery collaborations | Oct 2006 – Feb 2012 | Oversaw external collaborations/platform alliances |
| Novalar Pharmaceuticals, Inc. | President | Mar 2002 – Jun 2006 | Company leadership (commercial-stage dental pharma) |
| Novacea, Inc. | VP, Business Development | Jun 2001 – Mar 2002 | BD leadership |
| SGX Pharmaceuticals, Inc. | VP, Business Development | Oct 1999 – Jun 2001 | BD leadership |
| Vertex Pharmaceuticals, Inc. | Director, R&D Planning | Jun 1993 – Oct 1999 | Portfolio/R&D planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mass General Brigham Ventures (formerly Partners Innovation Fund) | Partner | Jan 2014 – Present | Venture investing; partner of fund general partners |
| Several private life science companies | Director (private boards) | Ongoing | Board member (names not disclosed) |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member (not chair) .
- Independence: Board determined he is an independent director under Nasdaq standards .
- Attendance: The Board met 9 times in 2024; each director attended ≥75% of Board and committee meetings on which they served. Audit met 4 times; Nominating & Corporate Governance met 6 times in 2024 .
- Leadership/structure: Lead Independent Director role established (Jean‑Jacques Bienaimé since July 2024); regular executive sessions without management .
Fixed Compensation
| Component | Policy/Amount |
|---|---|
| Annual cash retainer (non-employee director) | $40,000 |
| Audit Committee member retainer | $7,500 |
| Nominating & Corporate Governance Committee member retainer | $5,000 |
| Additional retainers (context) | Chair $30,000; Lead Independent Director $25,000 (from July 1, 2024) |
| 2024 Cash fees actually paid to J. Knowles | $52,500 |
Notes: Cash retainers are paid quarterly in arrears and prorated as applicable .
Performance Compensation
| Element | Structure / Terms |
|---|---|
| Annual director equity | Option to purchase 10,000 shares at each annual meeting; vests quarterly over 12 months; 10‑year term |
| Initial director equity | One-time option for 20,000 shares on joining Board; vests quarterly over 3 years; 10‑year term |
| Change in control | Director options vest in full upon a change in control |
| Post-service exercise | 12-month post-termination exercise window (other than death/disability/cause) |
| Per-director annual cap | Total director pay (cash + equity grant-date value) capped at $500,000 per annual period ($700,000 in first year) |
| 2024 Option award value (Knowles) | $321,099 (grant-date fair value under ASC 718) |
Note: Non-employee director equity is time-based; no disclosed performance metrics for director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed for Mr. Knowles in the proxy . |
| Private boards | Private | Director | Serves on several private life science company boards . |
| Fund affiliations | Investor | Partner at Mass General Brigham Ventures; affiliated Partners Innovation Fund entities hold Keros shares (see Equity Ownership) . |
Expertise & Qualifications
- Deep biotech BD/alliances and operating experience across Vertex, SGX, Novacea, Novalar, Novartis (NIBR), and as CEO (X‑BODY) .
- Venture investing partner (Mass General Brigham Ventures) with board experience at private life science companies .
- Education: B.A. (Carleton), M.Sc. (UC Berkeley), M.B.A. (Wharton) .
Equity Ownership
| Detail | Amount |
|---|---|
| Total beneficial ownership | 612,078 shares; 1.5% of outstanding shares |
| Directly held by J. Knowles | 1,191 shares |
| Options exercisable within 60 days (included above) | 36,586 shares |
| Held by Partners Innovation Fund, LLC (PIF I) | 341,574 shares |
| Held by Partners Innovation Fund II, L.P. (PIF II) | 232,727 shares |
Notes and alignment/risk controls:
- As a partner of the Partners Innovation Fund general partners, Mr. Knowles may be deemed to share voting and investment power over PIF I and PIF II holdings; beneficial ownership table aggregates these interests with his personal holdings/options .
- Company policy prohibits hedging and pledging of Keros stock by directors .
Governance Assessment
-
Strengths for investor confidence
- Independence affirmed; serves on Audit and Nominating & Corporate Governance—key oversight committees; Board uses executive sessions and has a Lead Independent Director, supporting effective independent oversight .
- Attendance: met the company’s standard (≥75%) alongside peers in 2024; engaged across 9 Board meetings; Audit (4) and N&CG (6) meetings indicate active committee cadence .
- Equity-heavy director pay (2024: $321,099 options vs. $52,500 cash) aligns director incentives with long-term shareholder value; pay is within the $500,000 annual cap .
-
Potential conflicts and mitigants
- Fund affiliation: Partners Innovation Fund entities collectively hold a significant Keros stake; as a fund partner, Mr. Knowles may be deemed to share voting/dispositive power—this can raise perceived conflicts on capital allocation, M&A, or strategic reviews; mitigants include Nasdaq independence determination, committee independence, and a formal related-party transaction policy overseen by the Audit Committee .
- Multiple investor-affiliated directors on the Board (e.g., Pontifax designees) increase the importance of recusals and robust N&CG oversight of independence and conflicts; the N&CG charter explicitly covers independence and conflicts review .
-
Compensation structure observations
- Non-employee director compensation is predominantly time-vested stock options with CIC acceleration; no performance metrics tied to director pay, consistent with small/mid-cap biotech norms; hedging/pledging prohibited; clawback policy maintained for incentive compensation (primarily relevant to executives) .
-
RED FLAGS to monitor
- Related-party exposure via affiliated fund holdings (PIF I, PIF II); ensure recusals on any matters uniquely affecting those investors and continued Audit Committee oversight under the related-party policy .
- Change-in-control full vesting for director options can create perceived incentives around deal timing; however, this is disclosed and bounded by annual director pay caps .