Sanj K. Patel
About Sanj K. Patel
Sanj K. Patel, age 55, is Chief Executive Officer and Chairman of the Board, serving since July 2015; he previously founded Synageva BioPharma (CEO and director until its sale to Alexion in June 2015) and held senior commercial roles at Genzyme (1999–2008). He holds a B.Sc. with Honors from University of the South Bank, London; completed management/business studies at Ealing College, and a pharmacology research program at the Wellcome Foundation . Performance context: ARCALYST net product revenue grew 79% year-over-year to $417.0 million in 2024, with ~13% of target multiple‑recurrence patients on therapy; duration ~27 months; >2,850 prescribers since launch . In 2025, management raised ARCALYST revenue guidance to $670–$675 million; prescribers >3,825; duration ~32 months .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synageva BioPharma Corp. | Founder, President & CEO; Director | 2008–2015 | Built rare disease biotech; exited via sale to Alexion (June 2015) . |
| Genzyme Corporation | Head of U.S. Sales, Marketing & Commercial Ops (Genzyme Therapeutics) | 1999–2008 | Led commercialization for Genzyme Therapeutics franchise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Syros Pharmaceuticals, Inc. | Director | — | Previously served; biopharma governance experience . |
| BioCryst Pharmaceuticals, Inc. | Director | — | Previously served; rare disease/commercial insights . |
| Intercept Pharmaceuticals, Inc. | Director | — | Previously served; liver/cardiometabolic exposure . |
| Sanj & Kristin Patel Family Foundation | Founder & Director | — | Philanthropy supporting patients with rare/devastating diseases . |
Board Governance
- Structure: CEO also serves as Chairman; a Lead Independent Director (Felix J. Baker) is appointed to counterbalance, with responsibilities including agendas, executive sessions, and stakeholder liaison . Board is 9/10 independent; all committees are 100% independent; regular executive sessions; risk oversight via Board/committees .
- Committee roles: Patel has no committee assignments; committee chairs include Malley (Audit), Popovits (Compensation), Biggar (Governance), Levy (Science) .
- Attendance: Four Board meetings in 2024; each director attended ≥75% of meetings/committees served .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 835,536 | 864,780 | 899,371 |
| Target Bonus (% of Salary) | — | 65% | 65% |
| Actual Annual Bonus Paid ($) | 597,408 | 695,663 | 730,739 |
| Stock Awards ($, grant-date FV) | 922,039 | 739,381 | 1,679,160 |
| Option Awards ($, grant-date FV) | 3,746,557 | 2,984,605 | 3,806,722 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| CEO Pay Ratio | — | — | ~25:1 |
Performance Compensation
Annual Incentive: 2024 Corporate Goals and Payout
| Metric Category | Weight | Target/Description | Actual/Payout |
|---|---|---|---|
| ARCALYST commercial (revenue, manufacturing transfer) | 55% | Deliver net product revenue; manufacturing tech transfer milestones (CDMO contract; engineering runs; timeline to FDA) . | Performance “well above expectations”; ARCALYST revenue delivered $417M (guidance raised 3x in-year) → above target . |
| IL‑1 inhibition LCM (KPL‑387/KPL‑1161) | 20% | Initiate KPL‑387 Phase 1 SAD/MAD; advance KPL‑1161 IND‑enabling . | Above target; SAD data supported monthly SC dosing; IND‑enabling ongoing . |
| Abiprubart | 15% | Complete RA Phase 2; initiate Sjögren’s Phase 2b; determine strategy . | At target for 2024; program discontinued Feb 2025 to focus cardiovascular . |
| BD/Corporate Structure | 10% | Redomicile parent to U.K.; support Genentech/Huadong; assess mavrilimumab . | Above target; redomiciliation executed; continued partner support; terminated mavrilimumab license Feb 2025 . |
| Overall | — | — | Corporate performance multiplier approved up to 125%; Patel bonus paid per target and multiplier . |
Long-Term Incentives: 2024 Grants and Vesting Design
| Instrument | Grant Dates | Quantity | Vesting | Performance Measure(s) |
|---|---|---|---|---|
| Options | 4/4/2024; 9/1/2024 | 129,750 each date (total 259,500) | 25% at 1st anniversary; remaining in 36 equal monthly installments; service-based . | N/A (time-based). |
| RSUs | 4/4/2024; 9/1/2024 | 24,950 each date (total 49,900) | 25% per year over 4 years; service-based . | N/A (time-based). |
| PSUs (target) | 1/1/2024 | 20,000 | 3-year performance period; vest post-certification . | ARCALYST revenue and relative TSR vs Nasdaq Biotechnology Index (NBI) . |
Equity Ownership & Alignment
Beneficial Ownership (Record Date: April 8, 2025)
| Class | Shares | % of Class | Notes |
|---|---|---|---|
| Class A | 2,211,562 | 4.99% | Includes personal/trust holdings and options/RSUs exercisable/vestable within 60 days . |
| Class B | 1,526,160 | 85.02% | Convertible into Class A/B1 with notice; subject to 4.99% cap mechanics . |
| Class B1 | 1,526,160 | 8.68% | Convertible; cap mechanics apply . |
| Total Voting Power | — | 28.06% | Combined classes voting rights . |
- Insider trades/pressure: Patel adopted a Rule 10b5‑1 trading plan effective May 7, 2025, scheduled to expire Oct 19, 2026; maximum 355,590 shares subject to plan (final saleable amount reduced by net settlement of RSUs) .
- 2024 realizations: Options exercised 225,685 shares with $5,193,351.91 value; RSUs vested 46,086 shares with $1,056,401 value (company net-settles RSUs) .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock .
- Ownership guidelines: Not disclosed in proxy; company emphasizes long-term equity mix and PSU introduction for alignment .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (no CIC) | If terminated due to death/disability, without cause, or by CEO for good reason: lump sum = 200% of (base + target bonus) + $25,000; prorated current-year target bonus; prior-year unpaid bonus; accelerated vesting of time-based equity that would vest within 18 months; PSUs not accelerated under employment agreement . |
| Severance (12 months post-CIC) | Lump sum same as above; full acceleration of all time-based equity; PSUs vest based on performance through CIC; for company termination without cause or good reason (where applicable), PSUs may remain outstanding and vest pro‑rata based on service in performance period, subject to actual performance . |
| Clawback | Complies with Exchange Act Rule 10D‑1/Nasdaq: recovery of erroneously awarded incentive compensation tied to financial measures (including share price/TSR) upon certain restatements; committee determines recovery method . |
| Tax gross-ups | No excise tax gross‑ups; agreements include 280G “best‑net” cutback mechanics . |
| Non-compete/solicit | Not detailed for CEO in disclosed materials; agreements include confidentiality and restrictive covenants; release required for severance . |
Compensation Peer Group (2024)
| Peers |
|---|
| Agios; Amicus; BioCryst; Bluebird Bio; Blueprint Medicines; BridgeBio; Collegium; Corcept; Deciphera; ImmunoGen; Insmed; Intercept; Ironwood; Karyopharm; Macrogenics; Rhythm; Rigel; Sage; Travere; Ultragenyx . |
- Selection criteria: biotech/pharma, market cap ~25%–400% of KNSA, Phase 3/commercial stage, revenue ~$100–$500M, indications (auto‑immune/inflammatory/cardiovascular/rare), ≥2 pipeline programs; preference for U.S./Massachusetts .
- 2024 say‑on‑pay approval ~98% (shareholder advisory vote) .
Director Compensation (for Sanj as Director)
- Patel receives no separate compensation for Board service; director pay applies to non‑employee directors only .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Product Revenue ($000s) | 122,524 | 233,176 | 417,029 |
| KNSA TSR ($ value of $100 from 12/31/2020) | 84.78 | 98.75 | 111.94 |
| Peer Group TSR (NBI) | 88.53 | 91.84 | 90.58 |
- TSR outperformed NBI in 2023 and 2024; CAP vs TSR analysis indicates alignment due to equity-heavy compensation .
Vesting Schedules and Key Dates
| Instrument | Standard Vesting | Notable 2024 Grants |
|---|---|---|
| Options | 25% at 1 year; remainder monthly over 36 months; service-based . | 129,750 options at $18.06 (4/1/2024) and 129,750 at $26.74 (9/1/2024) . |
| RSUs | 25% annually over 4 years; service-based . | 24,950 RSUs on 4/1/2024 and 24,950 on 9/1/2024 . |
| PSUs | 3-year performance period; measures: ARCALYST revenue and relative TSR vs NBI; vest post-certification . | 20,000 PSUs (target), vesting based on certified performance after 3 years . |
Risk Indicators & Red Flags
- Governance mitigants: Lead Independent Director; 100% independent committees; clawback policy; prohibition on hedging/pledging; no option repricing without shareholder approval; no excise tax gross‑ups; no pension/SERP for U.S.-based execs .
- Insider selling: 10b5‑1 plan adoption may lead to orderly, pre‑planned sales; 2024 realized option exercises and RSU vesting indicate liquidity events; company requires pre‑clearance or 10b5‑1 compliance for certain insiders .
Equity Ownership & Alignment Details (Additional)
| Item | Detail |
|---|---|
| Equity plan share reserve (12/31/2024) | 13,596,733 securities outstanding; 5,876,872 available; weighted‑avg option exercise price $15.25; automatic annual gross‑ups under 2018 Plan/ESPP continue through 2028 (2025 increases noted) . |
| Pay vs Performance emphasis | CAP tied to TSR and revenue; company explicitly does not use GAAP/non‑GAAP net income as a pay metric historically . |
Employment Contracts, Severance & Change-of-Control Economics (Summary)
| Scenario | Cash | Bonus | Equity Acceleration | PSUs |
|---|---|---|---|---|
| Death/Disability/No‑Cause/Good Reason (no CIC) | 200% (base+target) + $25k | Prorated current‑year target; prior‑year unpaid | Time-based awards that would vest within 18 months | Not accelerated per employment agreement . |
| Qualifying termination within 12 months post‑CIC | 200% (base+target) + $25k | Target bonus | Full acceleration of time-based | Vest based on performance through CIC; on no‑cause/good‑reason term, PSUs may remain outstanding and vest pro‑rata, subject to actual performance . |
| Estimated values (12/31/2024) | — | — | — | Total: Good Reason/No‑Cause $7.68M; Post‑CIC $9.88M (includes equity at $19.78/share) . |
Say-On-Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2024 | ~98% approval for NEO compensation . |
Investment Implications
- Alignment: Significant personal beneficial ownership (total voting power ~28.06%), prohibition on pledging/hedging, and PSU metrics tied to ARCALYST revenue and relative TSR support investor alignment; annual bonus goals anchored in commercial execution and pipeline milestones .
- Retention/Transition Risk: Robust severance (2x base+bonus) and accelerated vesting protections lower retention risk; PSUs designed to vest on performance, not automatically on termination, balancing retention and pay‑for‑performance .
- Trading Signals: 10b5‑1 plan adoption (max 355,590 shares through Oct 2026) suggests pre‑programmed selling; monitor Form 4s and plan activity around vest dates to gauge supply; 2024 realized exercises/vests indicate periodic liquidity .
- Governance: CEO+Chairman structure is mitigated by a strong Lead Independent Director, majority independent board, independent committees, and clawback policy; no tax gross‑ups, no option repricing, minimal perquisites—reducing governance red flags .
- Performance Levers: ARCALYST revenue trajectory and duration/compliance metrics drive bonus and PSU outcomes; raised 2025 guidance and increasing prescriber base/duration underpin prospective compensation realization and equity value .