Richard S. Levy
About Richard S. Levy
Dr. Richard S. Levy, age 67, has served as an independent director of Kiniksa since March 2019. He is Board Certified in Internal Medicine and Gastroenterology, holds an A.B. in Biology from Brown University and an M.D. from the University of Pennsylvania, and completed training at the Hospital of the University of Pennsylvania with a fellowship at UCLA; the Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | Executive Vice President & Chief Drug Development Officer | Jan 2009 – Jun 2016 | Led drug development; prior SVP Drug Development Aug 2003 – Jan 2009 |
| Baker Bros. Advisors LP | Senior Advisor | Dec 2016 – May 2019 | Strategic advisory; connects to Baker network |
External Roles
| Organization | Role | Status |
|---|---|---|
| Madrigal Pharmaceuticals, Inc. | Director | Current |
| Protara Therapeutics, Inc. | Director | Current |
| Kodiak Sciences | Director | Current |
| Constellation Pharmaceuticals, Inc. | Director | Former |
| Aquinox Pharmaceuticals, Inc. | Director | Former |
Board Governance
- Committee assignments: Chair, Science & Research Committee; not listed on Audit, Compensation, or Governance committees .
- Independence: All directors other than the CEO are independent; Levy qualifies as independent .
- Attendance: Board met 4 times in 2024; every director attended at least 75% of Board and committee meetings during their service .
- Engagement: Science Committee met 8 times in 2024; Levy served as Chair .
- Board leadership: CEO is Chair; Felix J. Baker serves as Lead Independent Director with executive session duties .
- Governance practices: 100% independent committees; regular executive sessions; prohibition on hedging/pledging .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Program retainer for non-employee directors |
| Science & Research Committee Chair cash retainer | $13,400 | Committee chair fee |
| Total cash fees (Levy, 2024) | $53,400 | Matches retainer + chair fee |
| Equity – RSUs (grant date fair value) | $107,522 | Includes director RSUs and fully vested RSUs tied to consulting |
| Equity – Options (grant date fair value) | $225,053 | Annual director option award |
| Other compensation (consulting cash) | $45,000 | Upfront consulting fee paid in 2024 |
| Total (Levy, 2024) | $430,974 | Sum of components |
| Board Position | 2024 Cash Retainer | 2025 Cash Retainer |
|---|---|---|
| Director | $40,000 | $50,000 |
| Lead Independent Director | $30,000 | $30,000 |
| Audit Chair | $19,000 | $20,000 |
| Compensation Chair | $13,400 | $20,000 |
| Governance Chair | $9,300 | $10,000 |
| Science Chair | $13,400 | $20,000 |
| Audit Member | $9,000 | $10,000 |
| Compensation Member | $6,300 | $9,000 |
| Governance Member | $5,000 | $5,000 |
| Science Member | $6,300 | $9,000 |
- 2024 ad hoc committee: Strategic Transaction Committee fee $6,300 annual pro-rated; members each received $1,575 (not Levy) .
Performance Compensation
| Performance-linked Element | Applies to Directors? | Details |
|---|---|---|
| Annual performance bonus | No | Directors do not receive performance-based pay; no recovery provisions apply to director fees |
| PSUs | No | Directors receive options and RSUs only; PSU metrics apply to executives, not directors |
Vesting mechanics for director equity:
- Options: Initial options vest 1/3 at year 1, then 24 monthly installments; annual options vest in 12 monthly installments .
- RSUs: Initial RSUs vest 1/3 annually over 3 years; annual RSUs vest fully on the earlier of 1-year anniversary or next AGM .
Other Directorships & Interlocks
- Baker Bros. tie: Levy previously served as Senior Advisor at Baker Bros. Advisors; Kiniksa’s Board includes Baker-affiliated directors and Baker-managed funds hold significant A1 and B1 shares; Baker-affiliated directors do not personally receive pecuniary interest in director equity (compensation interests assigned to Baker Funds per policy) .
- Consulting with Kiniksa: Levy had consulting agreements in 2023–2025 to advise on pipeline and clinical protocols; 2024 compensation comprised $45,000 cash and fully vested RSUs of ~$44,982; November 2024 agreement extended through May 6, 2025 with $30,000 cash and ~$30,000 RSUs; such arrangements reviewed/approved with Levy abstaining .
Expertise & Qualifications
- Medical/scientific: Board Certified in Internal Medicine and Gastroenterology; MD (UPenn), fellowship at UCLA; extensive drug development leadership at Incyte .
- Industry: Multiple public biotech boards, clinical development expertise, portfolio strategy .
Equity Ownership
| Metric (as of 12/31/2024 unless noted) | Amount |
|---|---|
| Class A Shares owned directly | 14,200 |
| Options – total held | 165,238 |
| Options – unvested | 9,519 |
| Options – vested but unexercised | 155,719 |
| RSUs – total held | 3,173 |
| Beneficial ownership (Record Date) | 182,611 Class A Shares equivalent; less than 1% of Class A outstanding |
| Shares pledged/hedged | Company policy prohibits hedging and pledging; no pledges disclosed |
| Ownership guidelines | Company does not maintain share ownership guidelines for officers/directors |
Governance Assessment
- Strengths: Independent status; chairs a high-engagement Science Committee (8 meetings in 2024); attended at least 75% of Board/committee meetings; deep clinical and drug development expertise benefiting oversight of R&D risk and strategy .
- Alignment: Receives standard director cash and equity with no performance bonus; equity mix (options/RSUs) aligns with long-term value; no hedging/pledging permitted .
- Potential conflicts (RED FLAGS to monitor):
- Paid consulting while serving as director could present real/perceived conflicts; mitigated by committee/Board review with Levy abstention and Related Person Transaction policy oversight by the Audit Committee .
- Prior Baker Bros. affiliation amid significant Baker ownership and multiple Baker-affiliated directors may create interlock concerns; Board affirms independence determinations under Nasdaq standards .
- Compensation structure signals: Director cash fees increased for 2025 (Board and committee retainers), consistent with market benchmarking by independent consultant; no director performance pay, reducing risk of misaligned incentives .