M. Cantey Boyd
About M. Cantey Boyd
Independent director at Kiniksa since 2024 and a Class III nominee re‑elected at the June 3, 2025 AGM. Age 45. Boyd is a Managing Director at Baker Bros. Advisors (joined 2005) and previously was an analyst in Deutsche Bank’s healthcare investment banking group (2002–2004). She holds an A.B. in business‑economics from Brown University. The Board has determined all directors other than the CEO are independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Managing Director | 2005–present | Long-term life sciences investing experience cited by KNSA as a key qualification |
| Deutsche Bank Securities | Analyst, Healthcare Investment Banking | 2002–2004 | Financial and transaction experience |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in the proxy |
Board Governance
- Committee assignments: Member, Compensation Committee (appointed Oct 4, 2024); not a chair. Compensation Committee met 3 times in 2024.
- Committee attendance: Compensation Committee attendance “1 of 1” for Boyd following her October appointment; overall Board held 4 meetings in 2024 and each director attended at least 75% of applicable Board/committee meetings.
- Independence: Board states nine of ten directors are independent and committees are 100% independent under Nasdaq/Rule 10A‑3 standards.
- Re‑election: Received 49,525,094 votes “FOR”, 131,795 “AGAINST”, 21,553 “ABSTAIN” at the 2025 AGM.
- Lead Independent Director: Felix J. Baker; independent directors hold regular executive sessions.
Fixed Compensation
| Element | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Board retainer (non‑employee director) | $40,000 | $50,000 | Cash retainer increases effective Jan 1, 2025 |
| Lead Independent Director retainer | $30,000 | $30,000 | — |
| Compensation Committee member | $6,300 | $9,000 | Committee retainers increased for 2025 |
| Compensation Committee chair | $13,400 | $20,000 | — |
| Audit Committee member | $9,000 | $10,000 | — |
| Science Committee member | $6,300 | $9,000 | — |
| Governance Committee member | $5,000 | $5,000 | — |
| Boyd – 2024 cash fees actually paid (pro‑rated) | $11,575 | — | Pro‑rated due to Oct 2024 appointment |
Performance Compensation
| Component | Grant policy | 2024 Boyd actuals | Vesting details |
|---|---|---|---|
| Initial equity award (on appointment) | $600,000 total value (options + RSUs) [values divided by Black‑Scholes; cap 80,000 shares] | Options: $449,886; RSUs: $115,790 (ASC 718 grant‑date fair values) | Options: 1/3 at 1‑yr, remainder monthly over next 24 months; RSUs: 1/3 annually over 3 years, service‑based |
| Subsequent annual equity award | $300,000 in 2024; increased to $340,000 in 2025 (cap 40,000 → 45,000 shares) | N/A for 2024 (new director) | Options vest monthly over 12 months; RSUs vest 100% by earlier of 1‑yr anniversary or next AGM |
| Grant price reference | Closing price on grant date: $23.01 (company disclosure) | — | Price reference disclosed in proxy |
| Performance linkage | None; director pay has no performance‑based element; no director clawback provision | — | Program explicitly excludes performance conditions and clawback for directors |
Other Directorships & Interlocks
| Person/Entity | Linkage | Details / Potential Interlock |
|---|---|---|
| Boyd, Felix J. Baker, Stephen R. Biggar | Shared affiliation with Baker Bros. Advisors | Boyd (Managing Director); Baker (Managing Member; KNSA Lead Independent Director); Biggar (Partner). Baker Funds hold significant positions (see ownership). Board asserts independence per Nasdaq despite affiliations. |
| Baker Funds (BBLS, 667) | Significant shareholder | 2.80M+ Class A and all Class A1 and B1 shares; aggregate voting power disclosed; Board notes Baker as liaison with largest shareholder on an as‑converted basis. |
Expertise & Qualifications
- Life sciences investing and financial acumen from nearly two decades at Baker Bros. Advisors; prior bulge‑bracket healthcare investment banking experience. Degree: A.B., business‑economics (Brown).
- Governance fit: Compensation Committee member; committee remit includes CEO/NEO pay, peer group, HCM oversight, and clawback administration.
Equity Ownership
| Holder | As‑converted shares (12/31/24) | Options (total) | Options – exercisable vs. unexercised | RSUs | Notes |
|---|---|---|---|---|---|
| M. Cantey Boyd | 0 | 28,384 | 28,384 unexercised as of 12/31/24 | 4,730 | Beneficial ownership table shows “—” (less than 1%) for Boyd; no pledging/hedging permitted by company policy; no ownership guidelines in place. |
Governance Assessment
-
Strengths
- Independence and engagement: Board and all committees are independent; Boyd added to Compensation Committee in Oct 2024 and attended 100% of her eligible committee meetings (1/1). Board reports all directors met at least 75% attendance in 2024.
- Shareholder support: Strong re‑election vote for Boyd (≈99.7% of votes cast “FOR” among votes FOR/AGAINST) and high approvals on say‑on‑pay and UK remuneration items in 2025.
- Risk controls: Prohibition on hedging/pledging; audit committee oversight of related‑party transactions; formal related‑person policy.
-
Watch items / potential red flags
- Concentrated investor affiliation: Multiple directors (Boyd, Baker, Biggar) are affiliated with Baker Bros., a significant shareholder. While independence is affirmed, investors should monitor potential perceived influence and ensure continued robust committee independence and recusals as needed.
- Director pay structure: Large initial equity grants ($600k policy) and increased ongoing cash/equity retainers for 2025 ($50k board retainer; $340k annual equity) with no performance conditions may raise alignment questions versus pay‑for‑performance, though this mirrors U.S. market practices per the company’s consultant review.
- Ownership alignment: Company has no director ownership guidelines; Boyd held no as‑converted shares as of year‑end 2024 (holdings were unexercised options and RSUs), which can be typical for recently appointed directors but is worth monitoring for future accumulation.
-
Conflicts/related‑party review
- Company disclosed no related‑party transactions involving Boyd and stated none proposed; standard director indemnification entered into on appointment.
- Audit Committee reviews/approves related‑person transactions under a written policy.
Director Compensation (Boyd; 2024 actual)
| Category | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $11,575 |
| Share awards (RSUs) – grant‑date fair value | $115,790 |
| Option awards – grant‑date fair value | $449,886 |
| Total | $577,252 |
Committee Attendance Detail (Compensation Committee, 2024)
| Member | Attendance |
|---|---|
| M. Cantey Boyd | 1 of 1 |
| Kimberly J. Popovits (Chair from Oct 4, 2024) | 4 of 4 |
| Barry D. Quart | 4 of 4 |
| Felix J. Baker (resigned Oct 4, 2024) | 3 of 3 |
Say‑on‑Pay & Shareholder Feedback (2025 AGM results)
| Item | Votes For | Against | Abstained |
|---|---|---|---|
| UK Directors’ Annual Remuneration Report (advisory) | 49,232,977 | 427,203 | 18,262 |
| UK Directors’ Remuneration Policy | 49,456,271 | 199,712 | 22,459 |
| U.S. Say‑on‑Pay (NEO Compensation, advisory) | 49,107,201 | 550,666 | 20,575 |
Overall: Boyd brings deep biotech investing expertise and now serves on a key pay‑setting committee. Independence and attendance signals are positive; re‑election support is strong. Investors should monitor the cluster of Baker‑affiliated directors and the non‑performance‑based, increasing director pay framework, as well as future personal share accumulation for alignment.