Mary Ann Gray

About Mary Ann Gray

Mary Ann Gray, Ph.D. (age 72) has served on the Keros Therapeutics Board since December 2020; she is an independent director, Chair of the Audit Committee, a designated “audit committee financial expert,” and a member of the Compensation Committee . She is President of Gray Strategic Advisors (since 2003), with prior roles as a senior buy-side portfolio manager and sell-side biotech analyst, and earlier scientific positions at Schering-Plough and NeoRx; she holds a B.S. (University of South Carolina), Ph.D. in Pharmacology (University of Vermont), and completed postdoctoral work at Northwestern and Yale medical schools .

Past Roles

External Roles

Board Governance

• Independence and tenure: The Board determined Dr. Gray is independent under Nasdaq standards; she has served since December 2020 .
• Committees and roles:
  • Audit Committee: Chair; designated “audit committee financial expert” by the Board .
  • Compensation Committee: Member .
• Attendance and engagement: The Board met 9 times in 2024; Audit (4), Compensation (8), Nominating (6). Each director attended at least 75% of applicable meetings .
• Board structure context: Lead Independent Director role exists (held by Jean‑Jacques Bienaimé since July 2024) with robust responsibilities; regular executive sessions; annual self-evaluations .
• 2025 director election outcome (signal): Votes for/withheld for Class II nominees at June 4, 2025 AGM: Gray 13,703,361 for / 10,006,911 withheld; Nussbaum 22,703,180 / 5,304,100; Seth 15,091,438 / 8,618,834, indicating comparatively elevated withholds for Gray amid an activist context .

Fixed Compensation (Non‑Employee Director)

Performance Compensation (Equity for Directors)

No director meeting fees are disclosed; equity is delivered via options under the non‑employee director policy; the plan caps total director compensation at $500,000 per annual period ($700,000 first year) inclusive of cash and the grant-date fair value of equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial oversight: Audit Chair and SEC-designated “audit committee financial expert” (education, analyst/PM background cited by Board) .
• Scientific and industry depth: Former senior scientist (Schering-Plough, NeoRx); extensive biotech advisory/board experience; M&A involvement cited in Keros soliciting materials .
• Education: B.S. Biology (University of South Carolina); Ph.D. Pharmacology (University of Vermont); postdoctoral research at Northwestern and Yale medical schools .

Equity Ownership

Governance Assessment

• Strengths
  • Independent, financially sophisticated Audit Chair with “financial expert” designation; clear oversight remit over financial reporting, controls, and cybersecurity risk within Audit Committee scope .
  • Solid engagement baseline (≥75% attendance) and participation across 2024 Board/committee meetings .
  • Director pay structure mixes modest cash retainers with at‑risk options; capped per‑director annual value to limit excess .
  • No related‑party transactions disclosed with Dr. Gray; hedging/pledging prohibited, supporting alignment .
• Watch items / potential red flags
  • Elevated “withhold” vote for Dr. Gray in the 2025 election (10.0M withheld vs 13.7M for), materially higher than for Mr. Nussbaum and somewhat higher than Dr. Seth, signaling investor scrutiny during an activist campaign and strategic review period .
  • Options‑only equity for directors increases volatility of realized value and may be less retentive in prolonged drawdowns; however, this is mitigated by policy caps and short (12‑month) vesting for annual grants .

Director Election and Shareholder Feedback Signals

Context: Keros’ Board initiated a strategic alternatives review overseen by a committee of independent/disinterested directors; the company engaged in a contested solicitation against ADAR1 in May–June 2025, which may have influenced director support levels, including Dr. Gray’s results .