Keros Therapeutics (KROS) Proxy filing summary

Executive summary

• Strategic focus shifted in 2025 to prioritize clinical advancement of rinvatercept for Duchenne muscular dystrophy (DMD), discontinuing internal development of cibotercept after safety and efficacy review in PAH patients.

• Positive Phase 1 data for rinvatercept led to plans for Phase 2 trials in DMD and ALS, with regulatory engagement expected in late 2026.

• Board authorized a $375 million capital return program, completed via share repurchases and a tender offer in November 2025, while maintaining financial flexibility for pipeline advancement.

• Board composition refreshed, with three new directors added over five years, including Charles Newton in March 2026, enhancing expertise in healthcare finance and capital markets.

Voting matters and shareholder proposals

• Stockholders will vote to elect two Class III directors (Jean-Jacques Bienaimé and Charles Newton) for terms expiring in 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) as disclosed in the proxy statement.

• Procedures for submitting shareholder proposals and director nominations for the 2027 annual meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of seven members, with a mix of industry, financial, and scientific expertise; majority are independent per Nasdaq standards.

• Board leadership structure separated Chair and CEO roles in August 2025 to reinforce independent oversight.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each composed entirely of independent directors.

• Annual Board and committee self-evaluations, regular executive sessions without management, and active shareholder engagement are key governance practices.

• Stock ownership guidelines and a clawback policy are in place for executives and directors.