Kimberly J. Popovits
About Kimberly J. Popovits
Kimberly J. Popovits, age 66, has served as an independent director of Kiniksa since February 2018. She holds a B.A. in Business from Michigan State University and previously served as Chairman (2012–2019) and CEO/President (2009–2019) of Genomic Health, following prior roles including President & COO (from 2002) and Senior Vice President of Marketing & Sales at Genentech for 15 years, where she led commercialization of 14 therapies including Herceptin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genomic Health | Chairman of the Board | 2012–2019 | Led governance; oversaw commercial success of precision oncology portfolio |
| Genomic Health | Chief Executive Officer & President | 2009–2019 | Drove growth and operations; industry-recognized leadership |
| Genomic Health | President & Chief Operating Officer | From 2002 | Built commercial operations |
| Genentech | SVP, Marketing & Sales | ~15 years | Led commercialization of 14 therapies including Herceptin |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| 10x Genomics, Inc. | Director | Current | Life-sciences tools; potential information flow synergies |
| Exact Sciences Corp. | Director | Current | Diagnostics; board-level oversight |
| Kardigan | Director | Current | Not further described in proxy |
| Talis Biomedical Corporation | Director | Current | Diagnostics; governance experience |
| Wamberg Genomic Advisors | Director | Current | Genomics advisory platform |
| Genomic Life, Inc. | Director | Current | Genomics health services |
| MyoKardia, Inc. | Director | Former | Prior public board service |
| Blackstone Life Sciences | Executive Advisor | Current | Strategic advisory (non-board) |
| Healthcare Businesswomen’s Association | Advisor | Current | Industry leadership engagement |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include Dr. Quart and M. Cantey Boyd; Chair role effective October 4, 2024 .
- Independence: Board determined all committee members are independent under Nasdaq rules; Compensation Committee meets heightened independence standards .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board and committee meetings; eight directors attended the 2024 annual meeting .
- Compensation Committee meeting attendance (2024): Popovits 4 of 4; Dr. Quart 4 of 4; Baker 3 of 3 (before resignation); Boyd 1 of 1 (post-appointment) .
- Lead Independent Director: Felix J. Baker (since 2015) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $46,300 | $49,650 |
| Share awards ($) | $66,426 | $62,540 |
| Option awards ($) | — | $225,053 |
| All other compensation ($) | — | — |
| Total ($) | $112,726 | $337,243 |
Non-Employee Director cash retainers (program schedule):
| Board/Committee Position | 2024 Cash Retainer | 2025 Cash Retainer |
|---|---|---|
| Director | $40,000 | $50,000 |
| Chair or Lead Independent Director | $30,000 | $30,000 |
| Audit Committee Chair | $19,000 | $20,000 |
| Compensation Committee Chair | $13,400 | $20,000 |
| Nominating & Governance Chair | $9,300 | $10,000 |
| Science & Research Chair | $13,400 | $20,000 |
| Audit Committee Member | $9,000 | $10,000 |
| Compensation Committee Member | $6,300 | $9,000 |
| Nominating & Governance Member | $5,000 | $5,000 |
| Science & Research Member | $6,300 | $9,000 |
Note: Strategic Transaction Committee members (Malley, Popovits, Quart) received $1,575 each in 2024 (pro-rated) .
Performance Compensation
- Program structure: Non-employee directors do not receive performance-based incentive components; no elements subject to performance conditions; no recovery/withholding provisions for director pay .
- Equity award values (program): Initial award $600,000; subsequent annual award $300,000 (2024) increased to $340,000 (2025), subject to share caps and Black-Scholes valuation .
- Vesting schedules:
- Options: Initial grants vest 1/3 at 1st anniversary, remainder in 24 equal monthly installments; annual grants vest in 12 equal monthly installments, last installment on earlier of 1-year anniversary or next annual meeting .
- RSUs: Initial awards vest 1/3 annually; subsequent annual awards vest 100% on earlier of 1-year anniversary or next annual meeting .
Performance-metric table (Directors):
| Component | Performance Metrics | Clawback Applicability |
|---|---|---|
| Cash retainers | None (fixed fees) | Not applicable to director fees |
| Equity awards (options/RSUs) | None (time-based vesting) | No recovery/withholding provisions for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Note |
|---|---|---|---|
| 10x Genomics, Inc. | Life-sciences tools | Director | No related party transactions disclosed; potential information flow only |
| Exact Sciences Corp. | Diagnostics | Director | No related party transactions disclosed |
| Kardigan | Not disclosed | Director | Not further described; no related party transactions disclosed |
| Talis Biomedical Corporation | Diagnostics | Director | No related party transactions disclosed |
| Wamberg Genomic Advisors | Advisory | Director | No related party transactions disclosed |
| Genomic Life, Inc. | Genomics services | Director | No related party transactions disclosed |
| MyoKardia, Inc. | Biopharma | Former Director | Former role; no current interlock |
Related party policy: Audit Committee reviews and approves/ratifies related person transactions; no director participates in approval of a transaction where they are a related person .
Expertise & Qualifications
- Extensive commercialization track record in biopharma (14 therapies, including Herceptin) .
- Senior leadership experience across marketing, sales, operations, and board governance in diagnostics and therapeutics .
- Broad external board network in genomics and diagnostics; advisory roles to Blackstone Life Sciences and HBA .
Equity Ownership
| Item | Amount | Detail/Date |
|---|---|---|
| Beneficial Class A Shares (#) | 204,327 | Record Date; includes 9,373 shares + 194,954 acquirable within 60 days via options/RSUs |
| Ownership of Class A (%) | * (less than 1%) | As defined in table; footnote indicates “Less than one percent” |
| Options total (#) | 191,781 | As of 12/31/2024 (table), |
| Unvested options (#) | 9,519 | As of 12/31/2024 |
| Vested but unexercised options (#) | 182,262 | As of 12/31/2024 |
| RSUs (#) | 3,173 | As of 12/31/2024 (table), |
| PSUs (#) | 0 | As of 12/31/2024 |
Policy signals:
- No director/officer stock ownership guidelines maintained by the Company .
- Insider Trading Compliance Policy prohibits hedging, margin purchases, and pledging of Company securities .
Insider Trades
| Period | Transaction Summary | Source |
|---|---|---|
| 2024 | No Form 4 transactions for Popovits disclosed in the proxy; holdings and award status presented | Director share/award holdings table; no trade disclosures for Popovits |
Governance Assessment
-
Positives:
- Independent director with deep commercialization and governance experience; currently chairs Compensation Committee after an orderly transition in October 2024 .
- Strong engagement: 100% Compensation Committee attendance in 2024; Board-wide attendance ≥75% for all directors .
- Clear compensation committee processes, independent consultant (Compensia) with no conflicts; peer benchmarking documented .
-
Watch items / potential red flags:
- Many external board commitments across genomics/diagnostics could pose time-allocation risk; mitigated by strong attendance in 2024 .
- Company has no director stock ownership guidelines, reducing formal “skin-in-the-game” alignment, though Popovits holds shares/options and policy prohibits hedging/pledging .
- 2025 increases to director cash/equity retainer levels reflect market alignment but raise pay inflation risk; monitor say-on-pay and director pay trends .
-
Conflicts/related-party exposure:
- No related person transactions disclosed involving Popovits; Audit Committee oversees any such transactions under a formal policy .
-
Shareholder signals:
- Say-on-pay approval ~98% in 2024 indicates broad investor support for compensation practices (executive-focused but reflective of governance culture) .