John F. Paolini
Executive Vice President and Chief Medical Officer at Kiniksa Pharmaceuticals International
Executive
About John F. Paolini
Executive Vice President and Chief Medical Officer at Kiniksa since January 2025; previously Senior Vice President and CMO from August 2016 to December 2024. Age 60; M.D. and Ph.D. from Duke University; B.A. and B.S. from Tulane; completed internship, residency, and cardiology fellowship at Brigham and Women’s Hospital. Company performance during his tenure features strong 2024 ARCALYST net product revenue of $417.0 million (+79% YoY) and multi-year TSR progression from 66.61 (2021) to 111.94 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals | Senior VP & Chief Medical Officer | Aug 2016–Dec 2024 | Led clinical strategy; progressed portfolio; transitioned to EVP & CMO in 2025 |
| Pfizer | Clinical Research Head, CV & Metabolic Diseases Research Unit | Aug 2015–Aug 2016 | Advanced programs from preclinical through early clinical proof-of-concept |
| Cerenis Therapeutics | Chief Medical Officer | Aug 2011–Jul 2015 | Designed/executed clinical trials and regulatory strategy across portfolio |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 515,724 | 541,510 | 563,171 |
| Target Bonus (% of Base) | 40% | 45% | 45% |
| Actual Annual Bonus ($) | 226,919 | 301,578 | 316,784 |
| Share Awards ($) (RSUs/PSUs) | 230,469 | 185,266 | 470,792 |
| Option Awards ($) | 936,346 | 748,051 | 1,066,469 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total Compensation ($) | 1,921,658 | 1,789,605 | 2,431,016 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| ARCALYST net product revenue (2024 annual bonus) | 55% | Initial guidance $360–$380M | $417.0M delivered; guidance raised 3x | Company-wide multiplier 125% of target; Paolini payout $316,784 |
- 2024 PSUs introduced; metrics are (1) ARCALYST revenue and (2) relative TSR vs Nasdaq Biotechnology Index over a 3-year performance period; vest after committee certification post-period .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Shares directly owned (Class A) | 57,403 |
| Shares acquirable within 60 days (options/RSUs) | 659,661 |
| Total beneficial ownership (Class A equivalents) | 717,064; 1.67% of Class A; total voting power 1.18% |
| Stock ownership guidelines | None maintained for officers/directors |
| Hedging/pledging | Company policy prohibits hedging and pledging; 10b5-1 plans or pre-clearance required for certain insiders |
2024 Equity Grants
| Instrument | Count | Vesting/Terms |
|---|---|---|
| Stock Options | 72,700 | 4-year vest; 25% at 1-year, remainder monthly; typical strikes at $18.06 (exp. 3/31/2034) and $26.74 (exp. 8/31/2034) for 2024 grants |
| RSUs | 14,000 | 25% annually over 4 years |
| PSUs (target) | 5,600 | 3-year performance (ARCALYST revenue; relative TSR vs NBI); vest post-certification |
Selected Outstanding Options (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 3/16/2021 | 38,813 | 2,587 | 22.89 | 3/15/2031 |
| 9/2/2021 | 33,638 | 7,762 | 12.97 | 9/1/2031 |
| 4/7/2022 | 39,954 | 19,976 | 11.10 | 4/6/2032 |
| 9/1/2022 | 33,712 | 26,218 | 11.97 | 8/31/2032 |
| 4/1/2023 | 16,240 | 22,734 | 10.76 | 3/31/2033 |
| 9/1/2023 | 12,180 | 26,794 | 17.76 | 8/31/2033 |
| 4/1/2024 | — | 36,350 | 18.06 | 3/31/2034 |
| 9/1/2024 | — | 36,350 | 26.74 | 8/31/2034 |
Employment Terms
| Provision | Details |
|---|---|
| Term | Employment agreement continues until either party terminates; at-will termination or death |
| Severance (death/disability or termination without cause) | Lump sum equal to 9 months of base salary + $16,500; prorated target bonus; accelerated vesting of time-vesting equity that would vest within 12 months post-termination |
| Severance (within 12 months after change in control) | Lump sum equal to 12 months of base salary + $16,500; 100% of target bonus; full accelerated vesting of all time-vesting equity |
| Performance awards | Employment agreement: PSUs not entitled to acceleration; award agreements: PSUs vest based on performance at change in control; eligible to remain outstanding and vest (prorated) upon certain terminations |
| Equity awards—change in control | Time-based equity not assumed/substituted becomes immediately vested; if assumed/substituted, vests on termination without cause within 12 months post-transaction |
| Clawback | Policy provides for recoupment of certain executive compensation in event of restatement |
| Hedging/Pledging | Prohibited by Insider Trading Compliance Policy; 10b5-1 and pre-clearance procedures in place |
| Excise tax gross-ups | None in existing agreements |
| Retirement/Pension | No executive pension/SERP; eligible 401(k) match: 100% of first 3% + 50% of next 2% (max company match 4%) |
Performance & Track Record
- ARCALYST commercial execution: $417.0M net product revenue in 2024 (+79% YoY); guidance raised three times during the year .
- TSR progression since 2021: 66.61 (2021), 84.78 (2022), 98.75 (2023), 111.94 (2024) .
- Portfolio actions: Strategic evaluation of mavrilimumab partnerships; exclusive license terminated in February 2025 following unsuccessful process .
- Say-on-Pay support: ~98% approval in 2024, indicating strong shareholder endorsement of compensation program .
Compensation Committee & Peer Benchmarking
- Compensation Committee members: Chair Kimberly J. Popovits; members M. Cantey Boyd and Barry D. Quart; all independent; three meetings in 2024 .
- Independent consultant: Compensia engaged to advise on peer benchmarking and program design; no conflicts identified .
- 2024 compensation peer group (selected): Agios, Amicus, BioCryst, Blueprint, BridgeBio, Collegium, Corcept, Deciphera, ImmunoGen, Insmed, Intercept, Ironwood, Karyopharm, Macrogenics, Rhythm, Rigel, Sage, Travere, Ultragenyx .
Compensation Structure Analysis
- Mix shift: 2024 equity increased (RSUs/PSUs $470,792; options $1,066,469) alongside a modest salary bump (+4%); PSUs added (10% of equity value) to strengthen pay-for-performance via revenue and relative TSR .
- Annual bonus rigor: Corporate performance goals yielded a 125% multiplier, with explicit net revenue targets and operational milestones; Paolini’s bonus aligned to his 45% target .
- Governance safeguards: No excise tax gross-ups; clawback policy; prohibition on hedging/pledging; no discount options; no repricing/buyouts without shareholder approval .
Investment Implications
- Alignment: Significant unexercised options and multi-year RSU/PSU vesting tie Paolini’s outcomes to sustained ARCALYST execution and share performance; hedging/pledging prohibitions and clawback enhance alignment .
- Retention vs. overhang: Extensive option ladders through 2034 and 4-year RSU schedules support retention; PSU design adds performance sensitivity; corporate 10b5-1/trading controls mitigate discretionary selling pressure .
- Change-in-control economics: Double-trigger protection (and single-trigger vesting if awards are not assumed) on time-based equity and cash severance provide continuity incentives; PSUs governed by performance at transaction—a balanced structure avoiding windfalls .
- Execution risk: 2024 outperformance in net revenue and TSR is favorable; portfolio rationalization (mavrilimumab) underscores focus on core assets—monitor future PSU outcomes tied to revenue and relative TSR for signal quality .