Tomer Kariv
About Tomer Kariv
Independent director of Keros Therapeutics (KROS); age 63; on the Board since January 2020. Managing Partner and Co‑Founder of The Pontifax Group (Israeli life sciences venture funds) since December 2004; education: B.A. in Economics, Harvard University; J.D., Harvard Law School. The Board has affirmatively determined he is independent under Nasdaq standards. Tenure at Keros ~5 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pontifax Group | Managing Partner & Co‑Founder | Dec 2004–present | Co‑leads investment platform; background cited by Keros as qualifying expertise for board service |
| Keros Therapeutics | Independent Director | Jan 2020–present | See Board Governance section below |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private life sciences companies | Director | Current | Serves on boards of several private companies (specific names not disclosed) |
| 89bio, Check‑Cap, Eloxx Pharmaceuticals, LogicBio Therapeutics, VBI Vaccines | Director (prior) | Prior service | Prior public company directorships (no current public company boards disclosed) |
Board Governance
- Current Keros committee roles: Chair, Nominating & Corporate Governance Committee; member list for 2024 shows Kariv as Committee Chair with six committee meetings held in 2024.
- Other Keros board leadership context: Lead Independent Director is Jean‑Jacques Bienaimé (appointed July 2024). The Board combined Chair/CEO roles under Jasbir Seehra in July 2024 and holds regular executive sessions without management.
- Independence: Board determined Mr. Kariv (and eight of nine directors) independent under Nasdaq rules.
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings for which they were a member.
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount/Policy |
|---|---|
| Cash fees paid (2024) | $75,000 to Kariv (aggregate cash) |
| Option awards (grant‑date fair value, 2024) | $321,099 to Kariv |
| Total (2024) | $396,099 |
| Policy reference (effective July 1, 2024) | Annual retainer $40,000; Nominating & Corporate Governance Chair retainer $10,000; Committee member retainer $5,000; other role retainers as applicable (Lead Independent Director $25,000; Board Chair $30,000; Audit/Compensation Chair/member retainers) |
Note: Cash fee mix reflects policy plus any pro‑rata/role timing; policy schedule governs but proxy reports actual cash and grant values.
Performance Compensation (Equity)
| Equity Element | Terms |
|---|---|
| Annual director equity | Non‑employee directors receive stock options; initial grant (20,000 options, 3‑year quarterly vest); annual grant (10,000 options, 1‑year quarterly vest); all vest on change in control; 10‑year term; 12‑month post‑service exercise (non‑cause). |
| 2024 option award to Kariv | Grant‑date fair value $321,099 (share/strike not disclosed in proxy tables) |
| Options outstanding (12/31/2024) | 36,586 options outstanding for Kariv |
Other Directorships & Interlocks
- Investment/major holder interlock: Entities affiliated with Pontifax hold 4,787,331 Keros shares (11.8%). As Managing Partners of Pontifax Management, Tomer Kariv and fellow Keros director Ran Nussbaum may be deemed to share voting/dispositive power over Pontifax IV Funds and have a strategic alliance linkage to Pontifax Late Stage; Kariv’s beneficial ownership line reflects these relationships.
- Board appointment agreement: On April 17, 2025, Keros entered a letter agreement with Pontifax (standstill and non‑disparagement provisions) pursuant to which the Company appointed Ran Nussbaum to the Board.
Expertise & Qualifications
- Venture capital investor and financial executive with extensive life sciences board experience; Keros cites this background as qualifying him for board service. Education includes Harvard Economics (B.A.) and Harvard Law (J.D.).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Tomer Kariv (director) | 4,823,917 | 11.9% | Includes 36,586 options exercisable within 60 days; reflects Pontifax‑related holdings as described in footnotes. |
| Entities affiliated with Pontifax | 4,787,331 | 11.8% | Pontifax Israel/Cayman/China/Late Stage; Kariv and Nussbaum may be deemed to share voting/dispositive power via Pontifax Management and strategic alliance. Address and footnotes as disclosed. |
Hedging/pledging: Company policy prohibits directors from short sales, options, hedging, margin, or pledging in Keros stock.
Governance Assessment
- Strengths
- Independence affirmed; chairs Nominating & Corporate Governance, which oversees director independence, conflicts, and succession planning.
- Board processes and investor engagement robust: executive sessions without management, annual evaluations, lead independent director role, and active shareholder outreach; 2024 say‑on‑pay passed with >99% support.
- Attendance acceptable (≥75% threshold met for all directors).
- Potential conflicts and risk indicators
- Significant ownership and influence by Pontifax (≈11.8%); Kariv (Pontifax co‑founder) and Nussbaum (Pontifax co‑founder) both serve on Keros’ Board. Letter agreement with Pontifax governing Nussbaum’s appointment and standstill is disclosed. Governance implication: heightened related‑party and independence scrutiny, particularly given Kariv’s role as Nominating & Corporate Governance Chair. Mitigations include a formal related‑party transaction policy and Audit Committee oversight of related‑party matters.
- Strategic alternatives process is being overseen by a Strategic Committee of independent and disinterested directors (committee composition not disclosed). This is a positive safeguard given prominent shareholder ties among some directors.
- Director pay/ownership alignment
- 2024 director compensation is a cash retainer plus options; options align pay with long‑term value; no hedging/pledging permitted. Kariv also has substantial beneficial ownership tied to Pontifax holdings, creating strong economic alignment but also potential conflict perceptions.
RED FLAGS to monitor: degree of Pontifax influence (two principals on Board), any related‑party dealings arising in connection with strategic review or future transactions, and continued independence rigor given Kariv’s committee chair role overseeing governance/independence.