Business Context and Reporting Period
This Form 8-K Current Report was filed by Keros Therapeutics, Inc. on February 26, 2026, covering events occurring on February 20, 2026, and February 24, 2026. The filing details significant changes to the Company's Board of Directors, including the appointment of a new director and the resignation of an existing director, effective March 9, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Appointment of Director: The Board appointed Charles Newton as a Class III director, effective March 9, 2026. He was also appointed to the Compensation Committee and the Audit Committee.
- Departure of Director: Dr. Carl Gordon resigned from the Board and the Compensation Committee, effective March 9, 2026. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Committee Composition: Following these changes, the Audit Committee consists of Mary Ann Gray (Chair), Nima Farzan, Julius Knowles, and Charles Newton. The Compensation Committee consists of Alpna Seth (Chair), Nima Farzan, Julius Knowles, and Charles Newton.
Compensation and Governance Details
Mr. Newton's appointment includes the following compensatory arrangements under the Company's standard non-employee director plan:
- Initial Equity Grants: An initial stock option grant and an initial restricted stock unit (RSU) award, each with a grant date fair value of $150,000. Both vest over three years in equal quarterly installments, subject to continuous service, with full acceleration upon a Change in Control.
- Annual Equity Grants: Eligibility for annual option and RSU grants, each with a grant date fair value of $75,000, granted in connection with annual stockholder meetings (excluding the 2026 meeting).
- Cash Retainers: An annual cash retainer of $41,500 for Board service, plus $7,000 for the Compensation Committee and $8,500 for the Audit Committee.
- Indemnification: The Company will enter into a standard indemnification agreement with Mr. Newton.
Investor Verification Checklist
- Verify the effective date of the Board changes (March 9, 2026) against the Company's proxy statement or subsequent filings.
- Review the Company's 2020 Equity Incentive Plan to confirm the limits on share grants (0.075% for initial grants and 0.0375% for annual grants).
- Confirm the updated composition of the Audit and Compensation Committees in future regulatory filings.
- Note that this filing contains no financial results; refer to the most recent 10-K or 10-Q for financial health indicators.