Keith Regnante

About Keith Regnante

Keith Regnante, age 55, is Chief Financial Officer of Keros Therapeutics and has served in this role since February 2020; he holds a B.A. in Economics from Tufts University and an M.B.A. from MIT Sloan . Company pay-versus-performance disclosures show cumulative TSR values (value of $100 investment) of 82.95 (2021), 68.07 (2022), 56.37 (2023), and 22.44 (2024), alongside net loss of $187.4 million in 2024; Keros notes it did not use financial measures for NEO compensation in 2024 . 2024 corporate objectives were assessed at 110% achievement, driven by clinical, regulatory and partnering milestones including execution of a Takeda licensing deal (announced Dec 2024, effective Jan 16, 2025) with $200 million upfront; the CFO’s annual bonus paid at 110% of target in line with corporate achievement .

Company performance (context):

Past Roles

External Roles

No public company board roles or external directorships are disclosed for Mr. Regnante in the company’s executive officer biographies section .

Fixed Compensation

Performance Compensation

Annual Cash Incentive (2024)

Key 2024 corporate goal outcomes (company-wide):

• Elritercept (KER-050): EOP2 regulatory meetings, RENEW protocol submission, drug supply achieved; stretch goals mixed; category weighted 30% (base) plus 20% stretch elements .
• Cibotercept (KER-012): TROPOS last patient enrolled (over-achieved stretch); other goals mixed; weighted 30% base plus 10% stretch .
• Muscle program (KER-065): Part 2 Phase 1 enrollment completed; mixed manufacturing/tox goals; weighted 20% .
• Discovery pipeline, publications, and financial operations: Achievements included a peer-reviewed publication and managing budget within targets; business/financial operations weighted 3% .
• Strategic partnering stretch goal achieved (Takeda licensing), contributing to overall 110% score .

Long-Term Incentives

| Grant | Date | Instrument | Size | Exercise/Price | Vesting | Notes | |---|---|---:|---:|---|---| | Annual grant | Feb 13, 2024 | Stock Option | 40,000 | $56.18 | 25% on 2/13/2025; 6.25% quarterly thereafter | Standard time-based vesting; 2024 options for all NEOs disclosed as “deeply underwater” as of proxy date | | Equity mix shift | Feb 2025 | RSUs | n/a | n/a | time-based | 2025 annual equity for NEOs (other than CEO) granted as RSUs; grant-date value “substantially less” than 2024 |

Option exercises in 2024:

• CFO exercised 40,000 options in 2024, realizing $1,171,600 in value (difference between market and strike at exercise) .

Equity Ownership & Alignment

Additional alignment and policy considerations:

• Hedging and pledging: Company policy prohibits short sales, options, hedging transactions, margin accounts, and pledges in company stock — reducing misalignment and financing risk tied to pledged shares .
• Clawback: Compensation Committee maintains a clawback policy compliant with SEC and Nasdaq requirements .
• Ownership guidelines: No executive stock ownership guidelines are disclosed in the proxy .
• Underwater status: As of the proxy date, 100% of 2024 stock options for NEOs were “deeply underwater,” which typically reduces near-term exercise-and-sell incentives from those grants .

Employment Terms

Other relevant governance/process items:

• Say‑on‑Pay support: 2024 Say‑on‑Pay passed with over 99% support, signaling investor acceptance of pay design .
• Peer group and process: Compensation Committee retained Aon/Radford, used a biotech peer set (e.g., Akero, Editas, IDEAYA, Morphic, Protagonist, etc.) for 2024 decisions .
• Issuer tender offer: In Oct 2025, directors and executive officers stated they did not intend to participate, which would increase their relative ownership if the offer is completed .

Investment Implications

• Pay-for-performance alignment: CFO variable pay is driven by company-wide operational goals (clinical, regulatory, partnering, and budget discipline); 2024 payout at 110% reflects execution on key milestones (e.g., TROPOS enrollment over-achievement, Takeda deal), while the company acknowledges it did not use financial measures in 2024 .
• Retention and selling pressure: Double-trigger CIC protection with full equity acceleration balances retention and deal uncertainty; non-CIC severance is modest (9 months). With 2024 options disclosed as “deeply underwater,” near-term selling pressure from new option grants is likely limited; 2025 RSU usage increases time-based value and retention but modestly lowers performance leverage versus options .
• Skin-in-the-game: CFO beneficial ownership is <1% and largely composed of vested options (196,827 shares as of April 2025; 213,077 as of Oct 2025), which provides upside alignment but limited downside exposure versus material open-market share ownership; hedging/pledging prohibitions and a clawback policy mitigate governance risk .
• Governance and shareholder signals: Very high Say‑on‑Pay support (99%+) and use of an independent consultant/peer benchmarking reduce pay design risk; executives’ stated non-participation in the Oct 2025 tender suggests increasing relative ownership post-offer completion, which some investors view as a favorable alignment signal .

Appendix – Selected 2024 Corporate Objective Outcomes (Company-Wide)