Ran Nussbaum

About Ran Nussbaum

Ran Nussbaum (age 52) is a life-sciences investor and Managing Partner and Co‑Founder of Pontifax. He served on Keros Therapeutics’ board from April 2016 until his resignation on October 15, 2025, and was determined by the board to be an independent director under Nasdaq rules during his service. His prior public company board experience includes ArQule (sold to Merck), Kite Pharma (sold to Gilead), Prevail (sold to Eli Lilly), VBI Vaccines, UroGen Pharma, BioBlast, and Eloxx, and he also serves on boards of Pontifax portfolio private companies .

Past Roles

External Roles

Board Governance

• Independence and structure: Keros’ board determined Mr. Nussbaum was independent under Nasdaq standards; the board had a combined Chair/CEO with a Lead Independent Director (Jean‑Jacques Bienaimé) providing counterbalance .
• Committee membership (2024): Compensation Committee member; the committee met 8 times in 2024. Board met 9 times in 2024; all directors attended at least 75% of board and committee meetings during their service in 2024 .
• 2025 nomination and subsequent resignation: He was nominated for re‑election as a Class II director at the June 4, 2025 AGM, but resigned on October 15, 2025 in connection with the Pontifax stock repurchase agreement .

2024 Board and Committee Meetings

Fixed Compensation

• Keros Non‑Employee Director cash retainer schedule (effective July 1, 2024): Annual board retainer $40,000; Chair +$30,000; Lead Independent Director +$25,000; Audit Chair +$15,000 / member +$7,500; Compensation Chair +$12,000 / member +$6,000; Nominating Chair +$10,000 / member +$5,000 .
• 2024 cash fees paid to Ran Nussbaum: $46,000 (consistent with $40,000 board retainer + $6,000 Compensation Committee member retainer) .

Additional program features:

• Director compensation cap: Cash + equity value capped at $500,000 per director per annual period ($700,000 for a first‑year director), measured on grant‑date accounting basis .

Performance Compensation

• Equity vehicle and vesting: Under the director policy, annual equity is stock options (10,000 shares each annual meeting) vesting in equal quarterly installments over 12 months; initial option (20,000 shares) vests quarterly over 3 years. Options fully vest upon a change in control; 12‑month post‑termination exercise (other than death/disability/cause) .
• 2024 equity grant value to Ran Nussbaum: Option awards grant‑date fair value $321,099 .
• Options outstanding (12/31/2024): 36,586 shares underlying options .

The director program uses time‑vested options only; there are no disclosed performance metrics for director equity awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Core credentials: Co‑founder and Managing Partner of Pontifax with deep life‑sciences investing and board governance experience, including guiding companies through strategic transactions and exits .

Equity Ownership

• Beneficial ownership at April 11, 2025:
  • Entities affiliated with Pontifax: 4,787,331 shares (11.8% of outstanding) .
  • Ran Nussbaum (including Pontifax‑affiliated shares and options): 4,823,917 shares (11.9%); includes 36,586 options exercisable within 60 days .
  • Shares outstanding on record date: 40,611,414 .

• Hedging/pledging: Company policy prohibits short sales, options, hedging and pledging of company stock by directors and employees .

Post‑October 2025 developments:

• On October 15, 2025, Keros repurchased all shares held by Pontifax Entities at $17.75/share (~4.79M shares), and Mr. Nussbaum concurrently resigned from the board; Pontifax agreed to standstill and non‑disparagement provisions through the 2028 AGM certification .

Related‑Party Exposure and Conflicts

• Letter Agreement with Pontifax (April 17, 2025): Company appointed Mr. Nussbaum to the board; included customary standstill and mutual non‑disparagement; treated under related‑party disclosures .
• Capital return and repurchase agreements (Oct 15, 2025): Company repurchased all Pontifax and ADAR1 shares; independent, disinterested directors oversaw and recommended approval; Mr. Nussbaum resigned upon execution; standstill and non‑disparagement provisions included .

RED FLAG: Director was an affiliate of a >10% shareholder (Pontifax) and was reappointed via a shareholder letter agreement in 2025; later, the company repurchased Pontifax’s entire stake and the director resigned under a standstill—these dynamics signal potential influence and governance complexity around capital allocation and board composition .

Compensation Committee Analysis (Relevance to Board Effectiveness)

• Composition (2024): Chair Dr. Alpna Seth; members Dr. Carl Gordon, Dr. Mary Ann Gray, and Ran Nussbaum; all independent per Nasdaq .
• Consultant: Aon/Radford engaged in 2024; independence reviewed with no conflicts found .
• Clawback: Committee maintains a clawback policy compliant with SEC and Nasdaq .

Director Compensation (2024) – Summary

Policy mechanics: Annual board retainer $40,000; Compensation Committee member $6,000; annual option 10,000 shares vesting quarterly over 12 months; 10‑year term; 12‑month post‑service exercise; CIC full vest; director pay capped at $500k per year including equity value .

Governance Assessment

• Strengths: Independent classification; regular committee service (Compensation Committee); meeting attendance ≥75% in 2024; director pay program aligned with market (cash retainer + time‑vested options); anti‑hedging/pledging policy; use of independent compensation consultant; strong say‑on‑pay support in 2024 (>99%) indicating favorable shareholder sentiment toward compensation governance at that time .
• Risks/Considerations:
  • Significant investor affiliation: As Pontifax Managing Partner and a deemed beneficial owner with Pontifax of ~11–12% until Oct 2025, potential conflicts existed; the April 2025 letter agreement formalizing his appointment underscores influence over board composition .
  • Capital return/repurchase context: The October 2025 buyback of Pontifax’s entire stake (and concurrent resignation) under a standstill framework reduces future influence but highlights prior governance tensions and activism‑style engagement dynamics around capital allocation .
• Net impression for investor confidence: Prior to Oct 2025, independence designation and committee participation supported board effectiveness; however, investor‑affiliate dynamics and the need for special committee oversight on the repurchases indicate the importance of robust conflict management. The subsequent exit and standstill mitigate ongoing conflicts but mark a notable governance event investors should weigh in assessing board stability and alignment .

Appendix: Additional Company‑Level Governance Context

• Lead Independent Director role with robust responsibilities; regular executive sessions without management; annual board and committee self‑evaluations; stockholder engagement program emphasizing governance and compensation alignment .