Keith Gottesdiener
About Keith Gottesdiener
Keith Gottesdiener, M.D., was appointed as an independent Class I director of Septerna, Inc. on September 25, 2025, and simultaneously named Chair of the newly formed Board R&D Committee; he also serves on the Compensation Committee . He brings 30+ years in drug development across Merck, Rhythm Pharmaceuticals, and Prime Medicine, with leadership spanning discovery through commercialization. Education: M.D. (University of Pennsylvania) and A.B. in Applied Mathematics (Harvard) . Independence: Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Medicine, Inc. | President & CEO | — | Led company through IPO; executive leadership in gene-editing |
| Rhythm Pharmaceuticals, Inc. | CEO | — | Oversaw development/approval of setmelanotide for three rare genetic obesity indications |
| Merck Research Laboratories | Worldwide Head of Late-Stage Development; Worldwide Head of Early Development | 16 years | Responsibilities tied to >20 novel therapeutics approvals and >200 IND submissions |
| Columbia University College of Physicians and Surgeons | Associate Professor of Medicine | — | Academic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intercept Pharmaceuticals, Inc. | Director (prior service) | — | Prior public company board service |
Board Governance
- Board appointment: Expanded Board to eight; appointed as Class I director term to 2028 annual meeting; independent under Nasdaq/SEC rules .
- Committee assignments: Chair, newly constituted R&D Committee; Member, Compensation Committee .
- No related-party ties: No arrangements/understandings for selection; no family relationships; no related-party transactions requiring Item 404(a) disclosure .
- Attendance: 2024 board met 17 times; incumbent directors met ≥75% thresholds—Gottesdiener joined post-2024, so attendance data not yet applicable .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Non-employee director policy; paid quarterly |
| Compensation Committee member retainer | $6,000 | Annual; paid quarterly |
| R&D Committee chair retainer | $12,000 | Additional annual cash retainer; pro-rated from Sept. 26, 2025 |
| Reimbursement of expenses | Actuals | Reasonable out-of-pocket meeting expenses reimbursed |
Performance Compensation
| Equity Award | Shares/Structure | Vesting | Exercise Price | Special Terms |
|---|---|---|---|---|
| Director Initial Grant (stock option) | 33,246 | Equal monthly over 3 years from grant date | FMV at grant | Expires in 10 years; full acceleration upon sale of the Company |
| Director Annual Grant (stock option) | 16,623 (or prorated) | Vests in full by next annual meeting or 1-year anniversary | FMV at grant | Expires in 10 years; full acceleration upon sale |
Per the 8-K, Gottesdiener will receive compensation under the Non-Employee Director Compensation Policy; the above grants are prescribed by that policy .
Other Directorships & Interlocks
- Prior directorship: Intercept Pharmaceuticals (prior) .
- Interlocks/conflicts: None disclosed; independent determination and no Item 404(a) transactions .
Expertise & Qualifications
- Deep clinical development and regulatory strategy expertise across endocrinology/metabolic and multiple therapeutic areas .
- Proven leadership in translating discovery to approval and commercialization; significant IND and approval track record .
- Academic credentials and applied mathematics training support analytical rigor .
Equity Ownership
| Security | Beneficially Owned | Form/As of Date | Notes |
|---|---|---|---|
| Common Stock | 0 | Form 3 filed Sept. 29, 2025 | “No securities are beneficially owned” at appointment; future holdings expected via director grants per policy |
- Hedging/pledging: Company policy prohibits short sales, derivative transactions, and hedging of company stock by directors; pledging prohibited due to compliance risk .
- Ownership guidelines: No specific director stock ownership guidelines disclosed in proxy; not available .
Governance Assessment
-
Positive signals:
- Independent appointment with clear committee leadership (R&D Chair) enhances board technical oversight in a science-led company .
- Compensation adheres to standardized non-employee director policy; modest cash retainers and equity align incentives with shareholders .
- No related-party transactions or selection arrangements; clean independence profile .
- Robust anti-hedging/pledging policy promotes alignment .
-
Watch items:
- Initial Form 3 shows no beneficial ownership at appointment; monitor subsequent option grants/exercises for ownership build and alignment .
- R&D Committee is newly formed—track cadence, charters, and output as the committee matures, and assess potential overlap with management’s technical functions .
- Attendance/engagement data will be available after the 2025-2026 cycle; monitor participation rates once disclosed .
-
Compensation committee context:
- Committee independence affirmed; uses independent consultant Pearl Meyer; no interlocks with other issuers reported .
- Policy caps total director compensation ($1,000,000 first year; $750,000 thereafter), limiting inflation risk .
Overall, Gottesdiener’s appointment strengthens board scientific oversight without evident conflicts, and compensation structure appears aligned and shareholder-friendly; future disclosures should confirm ownership build via standard director grants and active committee engagement .