Eben Tessari
Executive Vice President and Chief Operating Officer at Kiniksa Pharmaceuticals International
Executive
About Eben Tessari
Eben Tessari is Executive Vice President and Chief Operating Officer of Kiniksa Pharmaceuticals (KNSA), serving as SVP & COO from January 2022 to December 2024 and promoted to EVP & COO in January 2025; he previously led Business Development and then served as Chief Business Officer (2015–2022) . He holds a B.Sc. in Behavioral Neuroscience (Northeastern University), an M.S. in Biomedical Engineering (Boston University), and both a J.D. and M.B.A. (Suffolk University) . Age 43 as of the 2025 proxy; his tenure at Kiniksa began in 2015, with appointment to COO effective January 3, 2022 . Company performance metrics used in his annual bonus emphasize ARCALYST commercial execution, manufacturing technology transfer, pipeline advancement, license obligations, and compliance/capital sufficiency; specific weightings/targets are not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals | EVP & Chief Operating Officer | Jan 2025–present | Leads company operations; continuation of COO responsibilities . |
| Kiniksa Pharmaceuticals | SVP & Chief Operating Officer | Jan 2022–Dec 2024 | Principal operating officer; operational leadership and execution . |
| Kiniksa Pharmaceuticals | SVP & Chief Business Officer | Mar 2018–Jan 2022 | Oversaw business development; expanded product candidate portfolio . |
| Kiniksa Pharmaceuticals | SVP, Business Development | Jul 2015–Mar 2018 | Led BD efforts; portfolio expansion groundwork . |
| Synageva BioPharma Corp. | Senior Director, Business Development | Dec 2014–Jul 2015 | Led strategic business initiatives . |
| Civitas Therapeutics, Inc. | Director, Business & Corporate Development | Nov 2013–Dec 2014 | Managed company through acquisition by Acorda Therapeutics . |
External Roles
- No public company directorships or committee roles disclosed in company filings; executive biography lists only operating roles at Kiniksa and prior BD roles at Synageva and Civitas .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $444,960 | $500,580 | $520,603 |
| Target Bonus (%) | 40% | 45% | Not disclosed |
| Actual Annual Bonus ($) | $195,782 | $278,783 | $292,839 |
| All Other Compensation ($) | $4,435 | $4,995 | $5,202 |
Performance Compensation
Annual Cash Incentive (Structure and 2023/2024 Focus)
| Year | Metric Areas | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| 2023 | ARCALYST commercial performance; ARCALYST drug substance tech transfer; pipeline advancement; license obligations; compliance/capital | Not disclosed | $278,783 paid (approved Dec 2023; paid Jan 2024) | Target bonus set at 45% of salary for 2023 . |
| 2024 | Not explicitly itemized; compensation discussion references standard CD&A and payout amounts | Not disclosed | $292,839 earned for 2024 | Target bonus percentage for 2024 not disclosed . |
Equity Awards and Vesting
| Grant | Date | Type | Shares/Units | Vesting | Strike/Value | Notes |
|---|---|---|---|---|---|---|
| Biannual equity awards | Apr 2023 | Options | 42,544 | 25% at 1st anniversary; remainder monthly over 36 months | $10.76 | Long-term incentive component . |
| Biannual equity awards | Apr 2023 | RSUs | 7,091 | 25% per year over 4 years | $124,376 market value per lot at $17.54 (two lots in 2023) | Market value uses 12/29/2023 close . |
| Biannual equity awards | Sep 2023 | Options | 42,544 | Same as above | $17.76 | |
| Biannual equity awards | Sep 2023 | RSUs | 7,091 | Same as above | $124,376 per lot | |
| Prior cycles | 2022 | Options | 65,420 (Apr), 65,420 (Sep) | 25% year 1; remainder monthly over 36 months | $11.10 (Apr), $11.97 (Sep) | |
| Prior cycles | 2022 | RSUs | 10,905 (Apr), 10,905 (Sep) | 25% each anniversary over 4 years | $163,357 per lot at 12/31/2022 price basis |
Outstanding Equity (as of 12/29/2023)
| Category | Detail |
|---|---|
| Unvested RSUs (#) | 3,928; 3,928; 8,178; 8,178; 7,091; 7,091 (total 38,394) . |
| Options exercisable (#) | 540,206 total across grants dated 2015–2022 (aggregate of lines shown) . |
| Options unexercisable (#) | 218,575 total across grants dated 2020–2023 (aggregate of lines shown) . |
| Option strike price range ($) | $1.59–$30.93; many grants in-the-money vs $17.54 close on 12/29/2023 . |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Class A Shares (#) | 584,563 | 708,741 | 704,798 |
| Beneficial Class A Shares (%) | 1.65% | 1.75% | 1.64% |
| Ownership as % of total voting power | 1.09% | 1.00% | 1.16% |
| Shares pledged as collateral | None disclosed in filings . | ||
| Insider selling (Q4 2024) | 17,500 shares sold on 9/23/2024 ($437,258 gross); 17,000 on 10/15/2024 ($456,789); 17,000 on 11/18/2024 ($357,641) . | ||
| Form 144 (Dec 16, 2024) | Proposed sale of 23,017 shares; includes 16,017 acquired via cashless option exercise on 12/16/2024 and 7,000 founder shares; aggregate market value $470,373 . |
Note: Kiniksa’s proxy notes “No Tax Gross-Ups” in executive agreements, a positive governance alignment signal .
Employment Terms
| Provision | Standard | Change-in-Control (CIC) | Notes |
|---|---|---|---|
| Base salary and target bonus | Salary set by role; target bonus opportunity specified (45% in 2023 for Tessari) | Not specified for CIC beyond severance bonus terms | |
| Severance (termination without cause/death/disability) | Lump sum equal to 9 months base salary + $16,500; prorated target bonus for year of termination; acceleration of time-vesting equity that would have vested within 12 months | If within 12 months post-CIC: 12 months base salary + $16,500; 100% of target bonus for year of termination; full acceleration of all unvested time-vesting equity | Subject to release of claims and restrictive covenants . |
| Equity acceleration policy (award agreements) | If awards are not assumed/substituted in CIC, immediate vesting of outstanding equity; if assumed, vesting upon termination without cause within 12 months post-CIC (double trigger) | PSUs are not entitled to acceleration for CIC under employment agreement (clarified 2025) | Distinguishes time-vest vs performance-based equity . |
| Agreement status | New employment agreement executed Feb 24, 2025 superseding Jan 3, 2022 agreement; governed by Massachusetts law | — | Agreement preserves and clarifies interaction with equity plans . |
Performance & Track Record
- Led licensing and portfolio initiatives; presented “Review of License Agreement for Vixarelimab” in Q2 2022 corporate update .
- Annual bonus metrics emphasize commercialization (ARCALYST), manufacturing tech transfer, pipeline progress, and capital/compliance—aligned with operational execution rather than market TSR; weightings/targets not disclosed .
Compensation Structure Analysis
- Year-over-year mix shows majority at-risk pay via options/RSUs, with base salary increasing modestly from $444,960 (2022) to $520,603 (2024) while equity grant fair values fluctuated with program cadence; cash bonuses remained a smaller portion of total comp .
- Biannual equity grants (options + RSUs) and introduction of PSUs in 2024 increase long-term alignment and performance linkage; notably, PSUs excluded from CIC acceleration (reducing windfall risk) .
- No tax gross-ups disclosed, reflecting shareholder-friendly governance; severance uses reasonable multiples (9 months; 12 months in CIC) with double-trigger protections when awards are assumed .
Related Party Transactions, Hedging/Pledging, Clawbacks
- No related party transactions involving Tessari requiring Item 404(a) disclosure .
- Anti-hedging/anti-pledging policies and executive stock ownership guidelines are not specifically disclosed in the KNSA filings reviewed for Tessari; no pledging disclosed in ownership tables .
Equity Ownership & Options Detail (Selected Awards)
| Vest Start | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 8/1/2015 | 56,673 | — | 1.59 | 12/15/2025 |
| 6/29/2017 | 35,049 | — | 3.80 | 6/28/2027 |
| 3/1/2018 | 104,855 | — | 10.36 | 2/29/2028 |
| 9/20/2018 | 45,000 | — | 30.93 | 9/19/2028 |
| 3/4/2019 | 42,000 | — | 17.92 | 3/3/2029 |
| 9/17/2019 | 45,000 | — | 8.83 | 9/16/2029 |
| 3/13/2020 | 56,251 | 3,749 | 15.52 | 3/12/2030 |
| 9/10/2020 | 48,751 | 11,249 | 15.50 | 9/9/2030 |
| 3/16/2021 | 32,408 | 14,730 | 22.89 | 3/15/2031 |
| 9/2/2021 | 26,516 | 20,622 | 12.97 | 9/1/2031 |
| 4/7/2022 | 27,259 | 38,161 | 11.10 | 4/6/2032 |
| 9/1/2022 | 20,444 | 44,976 | 11.97 | 8/31/2032 |
| 4/1/2023 | — | 42,544 | 10.76 | 3/31/2033 |
| 9/1/2023 | — | 42,544 | 17.76 | 8/31/2033 |
Employment Start, Tenure, and Contract Governance
- Appointment to SVP & COO effective Jan 3, 2022; prior roles at Kiniksa from 2015 onward .
- 2025 employment agreement superseded 2022 agreement; governed by Massachusetts law; clarifies interaction with equity award plans and vesting provisions .
Investment Implications
- Alignment: High equity exposure with options and RSUs plus PSUs introduced in 2024; PSUs’ non-acceleration mitigates CIC windfalls and strengthens pay-for-performance design .
- Retention risk: Severance terms are moderate (9 months; 12 months in CIC) with double-trigger equity protections; not overly punitive if transitioning post-transaction, suggesting balanced retention incentives .
- Trading signal: Repeated Form 144 sales through Q4 2024 and a proposed December 2024 sale including option exercise indicate periodic liquidity-taking; monitor for continued selling pressure around vest/exercise events .
- Governance: No tax gross-ups and no pledging disclosed; beneficial ownership of ~1.64–1.76% of Class A shares demonstrates material skin-in-the-game, though absolute holdings should be tracked against evolving stock ownership guidelines if/when disclosed .