Nima Farzan
About Nima Farzan
Nima Farzan, age 49, has served as an independent director of Keros since March 2020; he is currently Chief Executive Officer of Latigo Biotherapeutics (since July 2024) and previously served as Venture Partner at Foresite Capital (April–July 2024) and as CEO/director of Kinnate Biopharma until its sale to XOMA in April 2024; earlier roles include President/CEO of PaxVax, senior leadership at Novartis, DoubleTwist, and The Boston Consulting Group; he holds a B.A. in Human Biology from Stanford and an MBA from Harvard Business School . He is affirmatively determined independent under Nasdaq rules and serves on Keros’s Audit Committee and Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinnate Biopharma Inc. | Chief Executive Officer and Director | Mar 2020 – Apr 2024 | Led company until acquisition by XOMA in Apr 2024 . |
| PaxVax Corporation | President and Chief Executive Officer | Apr 2015 – Oct 2018 | Led company until acquisition by Emergent BioSolutions . |
| Novartis AG | Positions of increasing seniority | 2003 – 2011 | Senior leadership roles in biopharma . |
| DoubleTwist, Inc. | Marketing and business development | 1999 – 2002 | Commercial roles at genomics company . |
| The Boston Consulting Group | Associate | 1997 – 1999 | Strategy consulting background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Latigo Biotherapeutics | Chief Executive Officer | Jul 2024 – present | Current operating role . |
| Foresite Capital | Venture Partner | Apr 2024 – Jul 2024 | Short-term venture role . |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; Audit chaired by Dr. Gray; Nominating chaired by Mr. Kariv; Compensation chaired by Dr. Seth (since Sept 2024) .
- Independence: Board determined Mr. Farzan and seven other directors to be independent under Nasdaq listing standards; CEO Dr. Seehra is not independent .
- Attendance: The Board met nine times in 2024; each director attended at least 75% of Board and committee meetings for which they served .
- Committee meeting cadence: Audit 4 meetings; Compensation 8; Nominating & Corporate Governance 6 in 2024 .
- Lead Independent Director: Jean‑Jacques Bienaimé has served as Lead Independent Director since July 2024 .
- Risk oversight: Audit oversees financial reporting, cybersecurity and related‑person transactions; Compensation oversees compensation risk; Nominating & Corporate Governance oversees governance practices and Board independence/conflicts .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $52,500 | Farzan’s cash fees under director compensation policy . |
| Annual Board Retainer | $40,000 | Policy effective July 1, 2024 . |
| Chair of Board Additional Retainer | $30,000 | If applicable (not for Farzan) . |
| Lead Independent Director Additional Retainer | $25,000 | Effective July 1, 2024 . |
| Audit Committee Chair Additional | $15,000 | Committee chair fee (not for Farzan) . |
| Audit Committee Member Additional | $7,500 | Farzan eligible as Audit member . |
| Compensation Committee Chair Additional | $12,000 | Committee chair fee . |
| Compensation Committee Member Additional | $6,000 | Committee member fee . |
| Nominating & Corporate Governance Chair Additional | $10,000 | Committee chair fee . |
| Nominating & Corporate Governance Member Additional | $5,000 | Farzan eligible as Nominating member . |
| Non‑Employee Director Annual Value Cap | $500,000 | Combined cash + equity cap per annual period; $700,000 cap for first-year appointments . |
Performance Compensation
| Component | Grant Value/Structure | Vesting/Terms |
|---|---|---|
| Option Awards (2024) | $321,099 (grant‑date fair value) | Director option term 10 years; vesting subject to continuous service; full vest on change‑in‑control; 12‑month post‑termination exercise (except death/disability/cause) . |
| Outstanding Options (12/31/2024) | 45,086 shares underlying options | Aggregate options held; non‑employee directors had no other unvested stock awards outstanding . |
| Initial Director Option Grant | 20,000 shares | Vests in equal quarterly installments over 3 years from grant . |
| Annual Director Option Grant | 10,000 shares (each annual meeting) | Vests in equal quarterly installments over 12 months; fully vested by next annual meeting date . |
No director performance metrics (e.g., revenue, EBITDA, TSR) were tied to non‑employee director compensation; awards are time‑vesting options per policy .
Other Directorships & Interlocks
| Entity | Capacity | Timing | Notes |
|---|---|---|---|
| Kinnate Biopharma Inc. | Director (and CEO) | Mar 2020 – Apr 2024 | Public company role prior to acquisition by XOMA . |
| Keros Board Composition | Investor representation | Ongoing | Pontifax affiliates are significant holders (11.8% as of Apr 11, 2025) and Pontifax principals (Kariv, Nussbaum) serve on Board; Letter Agreement with Pontifax regarding Board membership entered Apr 17, 2025 . |
- Independence confirmed: Board found no material or disqualifying relationships for Mr. Farzan .
- Audit Committee reviews related‑person transactions under formal policy, mitigating conflicts risk .
Expertise & Qualifications
- General management/CEO experience in biotech (PaxVax CEO; Kinnate CEO; Latigo CEO) .
- Big pharma leadership (Novartis senior roles) .
- Strategy/BD background (DoubleTwist marketing/BD; BCG associate) .
- Education: B.A. Human Biology (Stanford); MBA (Harvard Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Notes |
|---|---|---|---|
| Nima Farzan | 45,086 | <1% | Beneficial ownership includes options exercisable within 60 days; company had 40,611,414 shares outstanding on Apr 11, 2025 . |
| Options Held (Outstanding) | 45,086 underlying shares | — | Count of shares underlying options held as of 12/31/2024 . |
| Hedging/Pledging | Prohibited | — | Directors prohibited from hedging or pledging company stock under Insider Trading Policy . |
No director stock ownership guidelines disclosed for non‑employee directors in the proxy; none located in the cited materials .
Governance Assessment
- Strengths: Independent status affirmed; active committee participation (Audit; Nominating & Corporate Governance); adequate meeting attendance; presence of lead independent director and executive sessions; formal clawback policy adopted Oct 5, 2023; prohibition of hedging/pledging; strong 2024 say‑on‑pay approval (>99%) indicating shareholder support for governance and compensation framework .
- Alignment: Director compensation primarily equity-based options, creating linkage to stock performance; annual and initial grants structured with time-based vesting; combined annual cap to prevent excess director compensation .
- Watch items: Investor representation and April 2025 Letter Agreement with Pontifax on Board composition warrant continued monitoring for potential influence; however, Board independence determinations and related‑party transaction policy oversight by Audit Committee mitigate conflict risk .
Appendix: Shareholder Voting and Engagement Signals
- 2024 say‑on‑pay approved by over 99% of votes cast; Board continues annual say‑on‑pay and investor outreach; stockholders preferred annual frequency for say‑on‑pay .
Notes on Insider Trades
- No Form 4 insider transaction filings for KROS were found in the available tool index during this review; therefore, no insider trade table is provided [ListDocuments result: type 4 returned 0].