Felix J. Baker
About Felix J. Baker
Felix J. Baker, Ph.D., age 56, is Kiniksa’s Lead Independent Director and has served on the Board since October 2015. He is a Managing Member and co-founder (with Julian Baker) of Baker Bros. Advisors, a biotechnology-focused investment adviser formed in 2000, and holds a B.S. and Ph.D. in Immunology from Stanford University, where he also completed two years of medical school .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors | Managing Member, Co-founder | 2000–present | Built long-term biotech investment platform and serves on multiple public biotech boards |
| Kiniksa Pharmaceuticals International, plc | Lead Independent Director | 2015–present | Presides over executive sessions, agenda-setting liaison, external stakeholder liaison including largest shareholder; re-elected as Lead Independent post-redomestication |
External Roles
| Organization | Role | Status |
|---|---|---|
| Kodiak Sciences, Inc. | Director | Current |
| IGM Biosciences, Inc. | Director | Current |
| Kymera Therapeutics, Inc. | Director | Current |
| Bicycle Therapeutics plc | Director | Current |
Board Governance
- Independence and leadership: Independent; serves as Lead Independent Director with responsibilities to preside over meetings without the Chair/CEO, approve schedules/agendas, and act as liaison between independent directors and the Chair, as well as external stakeholders (including Baker Bros. Advisors) .
- Committee assignments (current): Nominating & Corporate Governance Committee member; Science & Research Committee member; not currently on Audit or Compensation Committees (resigned from Compensation Committee Chair and membership effective Oct 4, 2024) .
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; eight directors attended the 2024 AGM .
- Board composition and practices: 9 of 10 directors independent; 100% independent board committees; regular executive sessions of independent directors .
- Tenure: Director since 2015 (Class III, term to 2027) .
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| 2024 Cash Fees (Felix Baker) | $91,350 |
| 2024 Equity – Stock Awards (RSUs) | $62,540 (grant-date fair value) |
| 2024 Equity – Option Awards | $225,053 (grant-date fair value) |
| 2024 Total Director Compensation | $378,943 |
| 2024 Standard Director Retainer | $40,000 |
| 2024 Lead Independent Director Retainer | $30,000 |
| 2024 Committee Member Retainers | Governance: $5,000; Science: $6,300 |
| 2025 Policy Changes (approved) | Director retainer to $50,000; Compensation Chair to $20,000; Science Chair to $20,000; other committee retainers increased per schedule |
| Equity Awards Policy (Directors) | Initial award $600,000; subsequent annual $300,000 in 2024; increased to $340,000 in 2025 (Black-Scholes share caps apply) |
Note: Per Baker Funds policy, managing members/employees of Baker Bros. Advisors do not personally receive director compensation; the Baker Funds are entitled to the pecuniary interest in any compensation for service .
Performance Compensation
| Metric | Status |
|---|---|
| Director Performance-Based Pay | None; non-employee directors do not receive performance-based incentives under the Non-Employee Director Compensation Program |
Other Directorships & Interlocks
- Current public biotech boards: Kodiak Sciences, IGM Biosciences, Kymera Therapeutics, Bicycle Therapeutics .
- Investor interlock: Lead Independent Director serves as liaison with Baker Bros. Advisors, identified as Kiniksa’s largest shareholder on an as-converted basis, indicating information-flow and influence considerations .
Expertise & Qualifications
- Scientific training: Ph.D. in Immunology (Stanford); significant biotech industry experience .
- Governance/strategy: Extensive board experience across biotech companies; capital markets and long-term investment acumen via Baker Bros. Advisors .
Equity Ownership
| Holder | Class A Shares (#) | Class A1 Shares (#) | Class B1 Shares (#) | Total Voting Power (%) | Notes |
|---|---|---|---|---|---|
| Entities managed by Baker Bros. Advisors LP | 3,154,255 | 12,781,964 | 16,057,618 | 5.20% | Advisor has sole voting/investment power; beneficial ownership disclaimed except indirect pecuniary interest |
| Felix J. Baker (individual + deemed) | 3,191,255 | 12,781,964 | 16,057,618 | 5.27% | Includes personal and deemed beneficial holdings; disclaimers per Baker Bros. structure |
| Felix J. Baker – Outstanding Awards (12/31/2024) | Options: 164,793 | RSUs: 3,173 | — | — | Aggregate outstanding director awards |
- Hedging/pledging: Company policy prohibits hedging and pledging of Kiniksa securities by directors and employees .
- Ownership policies: No explicit director stock ownership guidelines disclosed; director equity awarded per program .
Governance Assessment
-
Positives
- Lead Independent Director role with clear responsibilities strengthens board oversight and counterbalances combined Chair/CEO structure .
- Independent status; committees fully independent; regular executive sessions .
- Strong attendance; active committee roles (Governance, Science) .
- Prohibitions on hedging/pledging and formal related-party transaction policy; clawback policy applies to executives (broader governance culture) .
-
Potential Conflicts and RED FLAGS
- Significant influence via Baker Bros. Advisors as largest shareholder; Felix Baker serves as liaison to an affiliated fund, creating potential conflict in transactions affecting shareholder rights (e.g., registrations, share authorities) though mitigated by independence determinations and committee oversight .
- Director compensation pecuniary interest directed to Baker Funds rather than individual, an atypical structure that merits monitoring for alignment optics .
- Extensive external biotech board service may create interlocks or overlapping competitive interests; no specific related-party transactions disclosed for Baker in 2024/2025 but registration rights exist for certain shareholders including entities affiliated with certain directors .
-
Signals for investor confidence
- Reconfirmed independence and Lead Independent role post-redomestication; 100% independent committees; enhanced director fee/award structures aligned with peer benchmarks .
- Directors’ remuneration policy subject to UK shareholder vote; executive say-on-pay received ~98% approval in 2024, reflecting broader compensation governance support (context for governance culture) .
No director-specific related-party transactions for Felix Baker were disclosed; the Audit Committee reviews any related-person transactions per policy .