Keros Therapeutics, Inc. 8-K

What Happened Keros Therapeutics announced that its board voted on February 24, 2026 to appoint Charles Newton as a Class III director, effective March 9, 2026. Mr. Newton will join the Audit Committee and the Compensation Committee. Separately, Dr. Carl Gordon notified the board on February 20, 2026 that he will resign from the board and the Compensation Committee effective March 9, 2026; his resignation was not due to any disagreement with the company. The company issued a press release on February 26, 2026 to disclose these director changes.

Key Details

• Appointment effective date: March 9, 2026; Class III term expires at the 2026 annual meeting of stockholders.
• Initial equity compensation: a stock option and an RSU award each with a grant-date fair value of $150,000 (each capped at 0.075% of outstanding shares); both vest quarterly over three years and accelerate on a change in control.
• Ongoing director compensation: annual option and RSU grants each with grant-date fair value of $75,000 (each capped at 0.0375% of outstanding shares), a $41,500 annual cash retainer, plus $7,000 extra for service on the Compensation Committee and $8,500 extra for service on the Audit Committee.
• Updated committee memberships (post-change):
  • Audit Committee: Mary Ann Gray (chair), Nima Farzan, Julius Knowles, Charles Newton
  • Compensation Committee: Alpna Seth (chair), Nima Farzan, Mary Ann Gray, Charles Newton
  • Nominating & Governance Committee: Jean-Jacques Bienaimé (chair), Julius Knowles, Alpna Seth

Why It Matters This 8-K informs investors about a board composition change and related director compensation. New independent directors and committee membership shifts can affect corporate oversight, especially for audit and compensation matters. The filing also discloses the size and vesting of equity awards and cash retainers for the new director—details investors can use to assess potential dilution and governance costs.