Michael Megna
About Michael Megna
Michael Megna (age 54) is Group Vice President, Finance and Chief Accounting Officer at Kiniksa Pharmaceuticals International, overseeing accounting, finance, treasury, and tax. He joined Kiniksa in July 2018 (VP Finance), became Chief Accounting Officer in February 2020 (also serving as principal accounting officer), and was principal financial officer March–December 2020; he has served as Group VP, Finance since January 2022. He is a Certified Public Accountant with a B.B.A. in Accounting from Siena College, and previously held senior finance roles at LFB USA/rEVO Biologics, BioSphere Medical, and PwC . Context: Kiniksa delivered strong 2024 operational performance, including ARCALYST sales up 79% year over year to $417.0 million; PSUs were introduced into the executive equity mix in 2024, and annual bonuses paid at 125% of target company-wide for NEOs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kiniksa Pharmaceuticals International, plc | Group VP, Finance; Chief Accounting Officer; Principal Accounting Officer (and interim Principal Financial Officer Mar–Dec 2020); VP Finance | 2018–present; CAO since Feb 2020; Group VP since Jan 2022 | Leads accounting/finance, treasury, tax; helped set up post-redomiciliation finance infrastructure and oversight |
| LFB USA / rEVO Biologics | Senior Vice President, Finance & Accounting; earlier roles of increasing seniority | 2012–2018 | Oversaw financial operations, IT, HR, project management; executed financial carve-out of rEVO Biologics to fund follow-on indications of Atryn® |
| BioSphere Medical | Senior financial management roles | Not disclosed | Senior finance leadership in a medical device context |
| PricewaterhouseCoopers LLP | Public accounting | Not disclosed | Audited public/private clients; foundational accounting expertise |
Fixed Compensation
Note: During the UK redomiciliation period in 2024, Megna briefly served as a Director of Kiniksa International; the table below reflects remuneration only for that director service period (formation in April 2024 until redomiciliation completion), not his full-year employee compensation .
| Year | Base salary ($) | Benefits ($) | Bonus ($) | Restricted Share Awards ($) | Long-term Incentive Awards ($) | Retirement Plan ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 81,238 | 7,255 | 0 | 0 | 0 | 2,451 | 90,944 |
Performance Compensation
- Company incentive design and metrics: PSUs were added in 2024; executive equity mix targeted at ~65% stock options, 25% time-based RSUs, and 10% PSUs; PSU metrics include ARCALYST revenue and relative total shareholder return (TSR), with a three-year vesting horizon .
- Company annual cash bonus outcomes: 2024 payouts were 125% of target based on performance against corporate objectives (NEO cohort) .
- Megna-specific: No director-period performance awards (RSUs/PSUs/options) were granted; his employee-level PSU holdings were not disclosed as of the director-reference date (see ownership below) .
Vesting schedules (company-wide design)
| Award type | Vesting schedule | Notes |
|---|---|---|
| Stock options | 25% on first anniversary of grant; then 36 equal monthly installments (subject to continued service) | Exercise price equals closing price on grant date |
| RSUs | 25% annually on each of the first four anniversaries (subject to continued service) | Net settlement for tax withholding is used upon vest |
| PSUs | Three-year performance period; shares issued based on achievement of metrics selected at grant (2024 metrics: ARCALYST revenue and relative TSR) | Performance awards for certain executives; not disclosed for Megna as of June 28, 2024 |
Equity Ownership & Alignment
| As of date | Shares owned | Total options | Options unvested | Options vested but unexercised | RSUs owned | PSUs owned | Rights to acquire within 60 days | Reference shares outstanding |
|---|---|---|---|---|---|---|---|---|
| June 28, 2024 | 21,328 | 182,357 | 90,247 | 92,110 | 49,687 | 0 | 96,891 | 40,447,538 Class A; 1,795,158 Class B; 12,781,964 Class A1; 16,057,618 Class B1 |
- Approximate ownership as a percentage of Class A shares outstanding: ~0.29% calculated as (21,328 owned + 96,891 rights to acquire within 60 days) ÷ 40,447,538 Class A shares, based on June 28, 2024 counts .
- Hedging/pledging: Company policies prohibit hedging and pledging of company stock; margin purchases and pledging are not permitted, and certain officers must use Rule 10b5-1 plans or obtain pre-clearance for trades .
- Stock ownership guidelines: The Company does not maintain officer/director share ownership guidelines .
Employment Terms
- Role and start dates: Chief Accounting Officer since February 2020; Group VP, Finance since January 2022; principal accounting officer since February 2020; principal financial officer March–December 2020 .
- Severance/change-of-control: The proxy discloses detailed severance structures for named executive officers (CEO, CMO, COO, CCO, CFO), but does not disclose Megna-specific employment agreement severance terms; therefore, Megna’s severance and change-of-control economics are not disclosed in the latest proxy .
- Clawback policy: The Company maintains a policy providing for clawback of certain executive compensation in the event of a restatement .
- Insider trading policy: Prohibits transactions while in possession of MNPI; prohibits hedging, margin purchases, pledging; certain officers must adopt Rule 10b5-1 plans or obtain trade pre-clearance .
Investment Implications
- Alignment: Megna holds a meaningful equity position via options (182,357 in total) and RSUs (49,687), providing ongoing alignment to shareholder value; his PSUs were not disclosed as of June 28, 2024, indicating more limited direct exposure to the 2024 PSU performance metrics relative to NEOs at that date .
- Retention: Standard multi-year vesting for options and RSUs (1-year cliff then monthly vest; 4-year RSU schedule) creates retention hooks and deferred value realization for a key finance leader .
- Governance risk mitigants: Prohibitions on hedging and pledging reduce misalignment or forced-selling risks; presence of a clawback policy adds accountability in the event of restatement .
- Performance backdrop: Strong 2024 execution (ARCALYST sales +79% YoY to $417.0M) supports the company’s bonus outcomes and equity program credibility; Megna’s finance oversight ties into sustaining commercial scale-up and reporting rigor .
Note: A search of Form 4 filings in the current dataset did not return Megna-specific insider transactions; no additional insider selling pressure signals were observed in the available filings. If needed, monitor future Form 4s for trading activity cadence and 10b5-1 plan usage (policy framework described above) [Search result: none].