ADAR1 Encourages Keros Therapeutics Shareholders to Reconsider Directors Amid Governance Concerns

ADAR1 Calls for Change at Keros Therapeutics

Austin, Texas, May 21, 2025 – ADAR1 Capital Management, LLC, the leading stockholder of Keros Therapeutics (Nasdaq: KROS), has recently made headlines by announcing that the Institutional Shareholder Services (ISS) has recommended that shareholders withhold their votes for directors Dr. Mary Ann Gray and Dr. Alpna Seth during the upcoming Annual Meeting scheduled for June 4, 2025. This recommendation stems from significant governance concerns that have been raised regarding the company's leadership structure.

Governance Concerns

In its report, ISS highlighted the necessity for improved accountability within Keros Therapeutics. The independent proxy advisory firm stressed that both shareholders and the company would benefit from a more responsible board. Dr. Daniel Schneeberger, Managing Partner of ADAR1, expressed satisfaction with ISS's recommendation, indicating it aligns with their concerns about the current board of directors.

"We are pleased that ISS has recognized the need for improved governance and oversight at Keros. This recommendation validates the concerns we have raised regarding the Company's Board and supports our view that stockholders would benefit from fresh, independent directors," Dr. Schneeberger stated.

Strategic Review Timing

Another critical issue brought to light is the timing of Keros's strategic review disclosure. The company plans to reveal the results of this strategic review five days after the upcoming Annual Meeting. ADAR1 argues that this timeline is inappropriate as stockholders are expected to make pivotal voting decisions without knowledge of the board's strategic direction.

Dr. Schneeberger emphasized, "In our view, the Company's cash balance is grossly excessive relative to its clinical opportunities and any credible strategic use. There is no reason this Board cannot commit to a significant return of capital now. Its decision to delay announcing a plan until after the annual meeting raises additional concerns about the Board's stewardship and reinforces the need for accountability."

In light of the events, ADAR1 has called upon Keros Therapeutics to disclose the outcomes of their strategic review prior to the Annual Meeting. This transparency would allow shareholders to make informed decisions regarding their votes that will shape the future direction of the company.

The Call for Accountability

As the conversation around Keros Therapeutics heats up, it’s clear that shareholders are looking for leaders who prioritize their interests and the company’s growth potential. By withholding votes from specific directors, ADAR1 is advocating for a reevaluation of Keros's governance practices that could lead the company to better strategic outcomes. This call for accountability represents a shift towards ensuring that stakeholders have a say in the management of companies they've invested in.

For shareholders concerned about Keros’s future, ADAR1’s position and ISS’s recommendations represent a pivotal moment to rethink their support for current leadership. Visibility around decision-making processes is essential for any stakeholders aiming for sustainable growth within the life sciences sector.

ADAR1 has made available an investor presentation that outlines their rationale for withholding support from Dr. Gray and Dr. Seth. This presentation serves to further clarify the concerns raised by ADAR1 regarding the governance failures that they believe need addressing.

Conclusion

As the Annual Meeting draws closer, all eyes will be on Keros Therapeutics. Key decisions made by shareholders will undoubtedly impact the direction of the company. Will they heed the recommendations of ADAR1 and ISS, or support the incumbent board? The decision rests in their hands, and its implications could resonate throughout the biotech industry.

ADAR1 Capital Management remains focused on advocating for effective governance practices in the biotechnology sector, striving to position their investments for long-term success. With a track record of prioritizing shareholder interests, ADAR1 is not just shaping its future but also influencing the broader dialogue about accountability and transparency within corporate governance.