Keith Woods
About Keith Woods
R. Keith Woods (age 57) is the Chief Operating Officer of Scholar Rock, appointed effective April 27, 2025. He previously served as COO of argenx (2018–2023), SVP North American Operations at Alexion, and held roles at Roche, Amgen, and Eisai; he holds a B.S. in Marketing from Florida State University . Company performance context: TSR rose from 36.43 (2022) to 75.68 (2023) and 173.99 (2024), while net income was negative: -$135M (2022), -$166M (2023), -$246M (2024) . In Q1 2025, Scholar Rock reported no revenue and had ~$364.4M in cash, cash equivalents and marketable securities, guiding cash runway into 2027 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| argenx | Chief Operating Officer | Apr 2018 – Jun 2023 | Led transition from R&D to global commercial organization; oversaw sales, marketing, market access, patient services, medical affairs; prepared for first product launch |
| argenx | Strategic Commercial Advisor to Board | 2023 | Continued commercial guidance post-COO tenure |
| Alexion Pharmaceuticals | SVP, North American Operations | Prior to 2018 (years not disclosed) | Managed several hundred-person team; responsible for >$1B annual sales in U.S. and Canada |
| Roche; Amgen; Eisai | Various roles of increasing responsibility | ~20 years (aggregate) | Commercial and operational leadership progression |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| X4 Pharmaceuticals, Inc. | Director | Current (as of Apr 28, 2025) | Board service |
| TScan Therapeutics, Inc. | Director | Current | Board service |
| Neurogene Inc. | Director | Current | Board service |
| Rocket Pharmaceuticals, Inc. | Director | Current | Board service |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $800,000 | Per Executive Agreement at appointment |
| Target Annual Bonus | 60% of base salary | Determined by Board/Comp Committee |
Performance Compensation
| Incentive Type | Quantity / Value | Vesting | Key Terms |
|---|---|---|---|
| Stock Options | Grant date fair value $3,000,000 | 25% on first anniversary of Effective Date; remaining 75% in 12 equal quarterly installments thereafter | Inducement grant under 2022 Inducement Equity Plan; exercise price at grant closing price |
| RSUs | 100,000 shares | 25% each year on the 15th day of the month of the 1st, 2nd, 3rd, and 4th anniversaries of Effective Date | Under Inducement Equity Plan |
| PSUs | Target 200,000 shares (max achievement 250%) | Tranche vesting tied to share price hurdles and time-based vesting over four years | Performance- and time-based; under Inducement Equity Plan |
PSU Mechanics (from agreement excerpts)
- Time-based portion of PSU vests annually; performance portion vests upon share price “Hurdle Price Targets” achieved, with proration rules for time-based component .
- If terminated not in connection with change-in-control, previously achieved hurdles can vest on a prorated basis; additional hurdles achieved within 4 months post-termination also eligible for prorated vesting of associated PSUs .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Equity grant platform | 2022 Inducement Equity Plan for options, RSUs, PSUs |
| Hedging/Pledging | Insider trading policy prohibits short sales, derivative hedging, and pledging of company stock; margin accounts are prohibited without advance approval |
| Clawback | Compensation Recovery Policy (Nov 28, 2023) mandates recovery of incentive-based pay upon restatement; recovery applies for 3 fiscal years preceding restatement, regardless of fault |
| Stock ownership guidelines | Not disclosed in documents reviewed |
Employment Terms
| Term Area | Non-Change-of-Control (Outside CIC Period) | Change-of-Control (CIC Period) |
|---|---|---|
| Salary & Bonus Severance | Prior Year Bonus (if unpaid), prorated current-year bonus based on actual performance; salary multiple not explicitly disclosed in accessible excerpt | Lump-sum 1.5x the sum of base salary + annual incentive compensation (greater of pre-CIC or current terms); Prior Year Bonus; Prorated Current Year Bonus (greater of target or actual) |
| Health Benefits (COBRA) | Company pays employer contribution for 18 months (or shorter if COBRA ends) | Company pays employer contribution for 24 months (or shorter if COBRA ends) |
| Equity Acceleration | 12 months of additional vesting for time-based awards; PSU time-based proration if hurdle achieved; 4-month window for additional hurdle achievement post-termination | Immediate acceleration of all outstanding equity upon termination during CIC period; performance awards vest per Exhibit A (PSUs) or greater of target/actual for other performance awards; extended exercise for vested options |
| 280G Cutback | Not specified | Standard 280G cutback (reduce Aggregate Payments to avoid excise tax if After-Tax Amount would be higher) with ordering rules across cash/equity/benefits |
Notes:
- CIC Period runs from signing of definitive agreement to 18 months post-change; if termination before CIC while a definitive agreement exists, CIC benefits apply only if CIC closes within 9 months .
- The Executive Agreements for newly appointed executives (including Woods) were filed; excerpts above reflect terms in those agreements .
Compensation Structure Analysis
- Heavy equity weighting at hire: $3M options + 100,000 RSUs + 200,000 target PSUs (max 250%) indicates strong at-risk alignment with share price and retention via time-based components .
- Introduction of PSUs with explicit price hurdles adds pay-for-performance leverage; time-based RSUs balance retention needs through a 4-year schedule .
- Clawback and anti-hedging/pledging provisions improve shareholder alignment and mitigate governance risk .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Indexed $100) | 36.43 | 75.68 | 173.99 |
| Net Income ($M) | -135 | -166 | -246 |
- Q1 2025 operating context: no revenue; increased R&D and G&A spending to support manufacturing and launch readiness; cash runway into 2027 .
Governance & Compensation Process Context
- Compensation Committee (Chair: Kristina Burow) oversees executive pay and retains independent consultant (Pay Governance); peer group includes late-stage/early-commercial biotech names (e.g., Agios, Denali, Sarepta, BridgeBio) to calibrate market-competitive compensation .
- No hedging/pledging; compensation risk assessment indicates program not encouraging excessive risk-taking .
Risk Indicators & Red Flags
- No material legal proceedings for executive team members disclosed; no related-party transactions involving Woods disclosed in reviewed documents .
- Equity acceleration upon CIC and substantive severance could be perceived as “parachute” economics, though subject to 280G cutback mechanics .
Investment Implications
- Strong equity-heavy onboarding for Woods (options + RSUs + PSUs) ties a substantial portion of compensation to share performance and multi-year retention, aligning with upcoming commercial execution milestones .
- CIC and non-CIC severance provide stability but include full equity acceleration in CIC, which may reduce retention risk in strategic scenarios; anti-hedging/pledging and clawback policies mitigate governance concerns .
- His commercialization track record (argenx VYVGART launch leadership) and current build-out of U.S. field teams and payer engagement suggest focus on launch readiness for apitegromab; overall company TSR and cash runway support medium-term execution capacity .