Mark Ragosa
About Mark Ragosa
Senior Vice President and Chief Financial Officer since March 2021 (principal financial officer since March 2021; Interim CFO Dec 2020–Mar 2021). Oversees Finance, Investor Relations, Human Resources, and Information Technology; previously led IR and contributed to capital-raising strategy. B.A. in History and Government (Bowdoin); Chartered Financial Analyst (CFA). Company performance context for 2024 included 79% YoY ARCALYST net sales growth to $417.0M, and the introduction of PSUs tied to ARCALYST revenue and relative TSR vs NBI; the company terminated its exclusive license for mavrilimumab in Feb 2025 after unsuccessful partnership efforts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals | SVP & CFO (Principal Financial Officer) | Mar 2021–present | Oversees Finance, IR, HR, IT; capital allocation, investor communications . |
| Kiniksa Pharmaceuticals | VP & Interim CFO | Dec 2020–Mar 2021 | Transition leadership of finance; assumed PFO role . |
| Kiniksa Pharmaceuticals | VP, IR & Finance | May 2020–Dec 2020 | IR strategy aligned with long‑term goals; capital raise strategy support . |
| Kiniksa Pharmaceuticals | VP, Investor Relations | May 2018–May 2020 | Built IR plan and external investor/analyst messaging . |
| Ironwood Pharmaceuticals | Director, Investor Relations | Feb 2018–May 2018 | Managed investor/analyst relationships; external spokesperson . |
| Ironwood Pharmaceuticals | Associate Director, IR | Sep 2016–Feb 2018 | Investor relations leadership . |
| Goldman Sachs | Vice President, Equities | Mar 2012–Jun 2016 | Facilitated capital raises; financial analyses . |
| Morgan Stanley; Bank of America Securities | Equities division roles | Pre‑2012 | Sell-side equities experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in executive biography | — | — | — . |
Fixed Compensation
- 2024 base salary increase: +5% YoY to $503,666; target bonus unchanged at 45% of base; 2024 bonus paid at 125% of target .
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $444,150 | $479,682 | $503,666 |
| Target Bonus % | — | — | 45% |
| Actual Bonus Paid | $195,426 | $267,144 | $283,312 |
| All Other Compensation (401k, etc.) | $12,200 | $13,200 | $13,800 |
| Total Reported Compensation | $1,910,649 | $1,766,757 | $2,201,447 |
Performance Compensation
Annual Bonus Mechanics and Outcome (2024)
- Corporate performance multiplier approved up to 125% based on goals achievement; NEO bonuses paid at 125% of target. For Ragosa: target $226,650; payout $283,312 (125% of target) .
| Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Annual bonus (as % of base) | 45% of $503,666 = $226,650 | $283,312 (125% of target) | Corporate performance deemed excellent; CEO authorized but did not adjust other NEO bonuses . |
Long‑Term Equity Incentives (2024 Design and Grants)
- LTI mix (target value): 65% stock options, 25% RSUs, 10% PSUs; PSUs first issued in 2024 .
| Instrument | 2024 Grants (Count) | Vesting | Key Terms |
|---|---|---|---|
| Stock Options | 66,300 (33,150 on 4/1 at $18.06; 33,150 on 9/1 at $26.74) | 4‑yr; 25% at 1‑yr, then monthly over 36 months | Time‑based; standard change‑in‑control treatment (see Employment Terms) . |
| RSUs | 12,730 (6,365 on 4/1; 6,365 on 9/1) | 25% on each of 4 anniversaries | Time‑based; standard change‑in‑control treatment . |
| PSUs | 5,092 (granted 4/1) | 3‑yr performance period; vests after certification | Metrics: ARCALYST revenue and relative TSR vs NBI; payout range 0–200% of target . |
| 2024 Equity Fair Values (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Share Awards (RSUs/PSUs) | $248,625 | $199,640 | $428,084 |
| Option Awards | $1,010,248 | $807,091 | $972,585 |
Equity Ownership & Alignment
Beneficial Ownership (Record Date per proxy)
| Holding Detail | Amount | Notes |
|---|---|---|
| Class A Shares beneficially owned | 225,544 (less than 1% of Class A) | Footnote: includes 26,498 shares owned directly and 199,046 acquirable within 60 days via options/RSUs . |
| Ownership guidelines | None maintained for officers/directors | Company policy explicitly states no share ownership guidelines . |
| Hedging/Pledging | Prohibited by policy | Insider Trading Compliance Policy prohibits hedging and pledging. |
| Clawback | Nasdaq Rule 10D‑1 compliant recovery policy | Applies to NEOs; covers share‑price/TSR‑linked pay too. |
Outstanding Awards and Positions (as of June 28, 2024)
| Category | Count |
|---|---|
| Total Stock Options | 428,180 |
| Unvested Options | 195,185 |
| Vested but Unexercised Options | 232,995 |
| RSUs Owned | 37,669 |
| PSUs Owned (at target) | 10,184 |
Note: As indicated in the proxy, holdings for Ragosa are shown as of June 28, 2024 due to a temporary director role during redomiciliation; other directors are shown as of Dec 31, 2024 .
2024 Realizations (Liquidity/Selling Pressure Signals)
| Category | Shares/Value | Notes |
|---|---|---|
| Options Exercised (2024) | 72,630 shares; $845,500.70 value realized | Aggregate across 2024 exercises. |
| RSUs Vested (2024) | 12,612 shares; $286,758 value realized | Company net‑settles tax withholding; actual delivered shares are lower . |
Employment Terms
Severance and Change‑in‑Control Economics
Narrative terms: If terminated due to death/disability or by the company without cause, Ragosa receives (a) lump sum equal to nine months of base salary (or 12 months if within 12 months after a change in control) plus $16,500, (b) pro‑rated target bonus (or 100% of target if within 12 months after a change in control), (c) prior‑year unpaid bonus, and (d) accelerated vesting of time‑based equity that would vest within 12 months (or full acceleration if within 12 months after a change in control). PSUs are not entitled to acceleration under his agreement .
| Scenario (assumes event on Dec 31, 2024) | Cash Severance | Bonus (Pro‑rata or Target) | Equity Acceleration | Total |
|---|---|---|---|---|
| Good Reason or Termination without Cause | $394,250 | $226,650 (pro‑rata) | $815,077 | $1,435,976 |
| Termination Following Change in Control | $520,166 | $226,650 (target) | $1,687,944 | $2,434,760 |
Change‑in‑Control equity treatment: time‑based awards accelerate if not assumed; if assumed, they accelerate upon qualifying termination within 12 months (double‑trigger). PSUs vest based on performance through the change‑in‑control (or remain outstanding and vest based on actual performance if terminated without cause/for good reason where applicable), with pro‑ration by service during performance period .
280G Cutback: Payments reduced to avoid or optimize excise tax impact (best‑net or safe harbor), no excise tax gross‑ups .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, equity remained the dominant component (Options $972,585; Share Awards $428,084), with base salary $503,666 and bonus $283,312, indicating continued emphasis on at‑risk, long‑term equity, notably options (65% of LTI value) .
- Introduction of PSUs (10% of LTI by value) adds explicit performance linkage to commercial revenue (ARCALYST) and relative TSR vs NBI with 0–200% payout range, increasing pay‑for‑performance leverage .
- Annual bonus paid at 125% of target reflects above‑plan corporate results; target bonus remained 45% of base in 2024, supporting stability in annual cash incentive design .
- Policies: Prohibitions on hedging/pledging and a compliant clawback policy mitigate misalignment risk; no ownership guidelines is an outlier versus peers and could reduce long‑term alignment pressure absent significant personal holdings .
- Peer group and consultant: Compensia advises the Compensation Committee; 2024 peer group updated; Committee may adjust target percentiles, suggesting active benchmarking and potential pay inflation risk if peer quality ratchets up .
Risk Indicators & Red Flags
- No tax gross‑ups; no automatic single‑trigger equity acceleration; clawback policy in place (positive governance) .
- No stock ownership guidelines for officers/directors (potential alignment gap) .
- Insider exercises/RSU vesting in 2024 indicate ongoing liquidity events; company prohibits pledging/hedging, limiting hedging‑related misalignment .
Investment Implications
- High equity orientation with options dominance and new PSUs ties Ragosa’s upside to multi‑year value creation (ARCALYST revenue/relative TSR), while 125% bonus payout confirms near‑term operating outperformance alignment; this supports incentive‑based execution but keeps realized pay sensitive to share performance .
- Double‑trigger CIC protection and meaningful estimated equity acceleration ($1.69M under CIC scenario) are standard for biotech CFOs; severance magnitude is moderate (9–12 months) and without gross‑ups, limiting shareholder-unfriendly features .
- Absence of ownership guidelines is a governance gap; however, hedging/pledging prohibitions and a robust clawback policy partially offset alignment risk; 2024 exercises/vests show liquidity events but not pledging concerns .
- Execution risk includes portfolio shifts (mavrilimumab license termination), underscoring importance of capital allocation and commercial execution that drive the PSU metrics and future bonus outcomes; investors should monitor PSU goal rigor and any future changes to metric targets or mix .