Timothy Keutzer
Spero TherapeuticsAbout Timothy Keutzer
Chief Operating Officer of Spero Therapeutics since February 2023; previously Chief Development Officer (June 2019–Feb 2023) and SVP, Development (Sept 2015–June 2019). Age 57; bachelor’s degree from the University of Kentucky. Prior roles include VP, Program & Portfolio Management at Cubist Pharmaceuticals, where he led ceftolozane/tazobactam from Phase 1 to FDA approval in Dec 2014; earlier roles at Genetics Institute (preclinical PK/PD, clinical operations) and Wyeth (global strategic marketing, program management). 2024 executive bonus framework paid at 90% of target on company objectives; company reported a 2024 net loss of $68.6M vs 2023 net income of $22.8M, per proxy pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spero Therapeutics | SVP, Development | Sept 2015–June 2019 | Led development across multiple functional areas |
| Spero Therapeutics | Chief Development Officer | June 2019–Feb 2023 | Oversaw pipeline advancement prior to COO transition |
| Spero Therapeutics | Chief Operating Officer | Feb 2023–Present | Company-wide operational leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cubist Pharmaceuticals | VP, Program & Portfolio Management | May 2014–July 2015 | Program leader for ceftolozane/tazobactam; FDA approval Dec 2014 |
| Genetics Institute | Preclinical PK/PD, Clinical Operations | — | Drug class experience; development operations |
| Wyeth | Global Strategic Marketing & Program Management | — | Commercial and program management experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (per employment agreement terms) | $459,000 | $475,065 |
| Target Bonus % | 40% | 40% |
| Actual Annual Bonus Paid (Non-Equity Incentive Plan) | $174,420 | $171,023 |
| Other Compensation (401k match, life insurance) | $10,483 | $10,984 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout (Keutzer) | Vesting |
|---|---|---|---|---|---|
| GSK collaboration – execution objectives | 40% | Achieve execution milestones in collaboration | Company goals achieved at 90% | 90% of target; $171,023 paid for 2024 | N/A |
| GSK collaboration – regulatory objectives | 30% | Meet regulatory objectives | 90% achievement | Included in above | N/A |
| Alliance management & business development | 15% | Deliver alliance and BD goals | 90% achievement | Included in above | N/A |
| Fiscal discipline | 10% | Maintain fiscal discipline | 90% achievement | Included in above | N/A |
| Corporate culture | 5% | Maintain corporate culture | 90% achievement | Included in above | N/A |
| Retention Bonus (2022 program paid in 2023) | — | Pipeline execution, BD, financial stewardship (by 5/31/2023) | Achieved | $297,500 paid June 2023 | N/A |
| Retention Bonus (awarded 11/13/2024) | — | Milestones on PIVOT-PO + stock price/financial stewardship | First milestone achieved Apr 2025 | $166,272.79 to be paid May 2025 (1/3 of $498,818) | N/A |
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Timothy Keutzer | 408,613 | <1% |
Outstanding Equity Awards at FY2024 Year-End (Options)
| Grant Description | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Legacy options (fully vested; Footnote 10) | 55,943 | — | 5.90 | 7/5/2027 |
| Legacy options (fully vested; Footnote 10) | 25,016 | — | 11.63 | 12/12/2027 |
| Legacy options (fully vested; Footnote 10) | 25,000 | — | 6.26 | 1/1/2029 |
| Legacy options (fully vested; Footnote 10) | 55,000 | — | 9.34 | 2/2/2030 |
| Options (25% vested 2/1/2022; 1/36 monthly; Footnote 11) | 55,039 | 2,393 | 19.18 | 1/31/2031 |
| Options (25% vested 12/2/2023; 1/36 monthly; Footnote 12) | 37,676 | 15,514 | 11.18 | 1/31/2032 |
Change-of-control termination accelerates vesting per employment agreement and option terms .
Outstanding Equity Awards at FY2024 Year-End (RSUs)
| RSU Grant Footnote | Unvested Units (#) | Market Value ($) | Vesting Schedule Start |
|---|---|---|---|
| (4) | 6,016 | 6,196 | Aug 26, 2022; four equal annual installments |
| (5) | 19,006 | 19,576 | Feb 1, 2023; four equal annual installments |
| (6) | 199,467 | 205,451 | Feb 1, 2024; four equal annual installments |
| (8) | 239,731 | 246,923 | Feb 1, 2025; four equal annual installments |
Market value based on $1.03 closing price on Dec 31, 2024 .
Cumulative Grants under 2017 Plan (through April 1, 2025)
| Name | Stock Options (#) | RSUs (#) |
|---|---|---|
| Timothy Keutzer (COO) | 271,581 | 833,908 |
Alignment Policies
- Hedging prohibited; pre-clearance required; quarterly blackouts apply to executive officers .
- Clawback: Company may recover/forfeit compensation under its Clawback Policy if triggered .
- Pledging and ownership guidelines: Not disclosed in proxy; no pledging disclosure .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Original: Jan 1, 2020 (CDO); amended Nov 10, 2022; amended Feb 1, 2023 upon appointment as COO |
| Base Salary | $459,000 (effective Feb 1, 2023) ; $475,065 (effective Jan 1, 2024) ; $484,566 (effective Jan 1, 2025) |
| Target Bonus | 40% of base salary (2023–2025) |
| Severance (no CoC) | 9 months base salary; pro-rated target bonus; up to 12 months employer portion of health premiums |
| Change-of-Control (double-trigger window) | If terminated without Cause/for Good Reason within 90 days pre-CoC or within 1 year post-CoC: lump sum = 12 months base salary + current target bonus; full acceleration of unvested equity; up to 12 months health coverage |
| Definitions | Cause/Good Reason/Change of Control defined in employment agreements (details of triggers and scope) |
| Proprietary Information & IP | Standard proprietary information and inventions assignment agreement |
Investment Implications
- Pay-for-performance linkage is intact: 2024 bonus paid at 90% on clearly weighted operational and regulatory milestones; Keutzer’s actual bonus matched 90% of the 40% target on his $475,065 base ($171,023) .
- Near-term selling pressure possible: substantial unvested RSUs (≈464k units at FY24) vesting annually across 2025–2028; retention cash from Nov 2024 program begins paying after milestones, adding liquidity to executives .
- Retention risk appears mitigated: double-trigger CoC protections with full equity acceleration; severance (9 months) and health benefits provide downside cover; anti-hedging and clawback policies strengthen governance alignment .
- Option overhang largely legacy and partly fully vested; several grants vest monthly, creating ongoing potential for additional exercisable supply; change-of-control accelerations could amplify dilution in a transaction scenario .
- Track record: Operational credibility from Cubist’s ceftolozane/tazobactam approval; within Spero, bonuses tied to GSK collaboration execution suggest focus on alliance delivery and regulatory objectives, reinforcing near-term operational accountability amid mixed company P&L outcomes (2024 net loss vs 2023 net income) .