Stephen R. Biggar
About Stephen R. Biggar
Stephen R. Biggar, M.D., Ph.D., age 54, has served as an independent director of Kiniksa since October 2015. He is a Partner at Baker Bros. Advisors, a life-sciences investment adviser, and holds an M.D. and Ph.D. in Immunology from Stanford University and a B.S. in Genetics from the University of Rochester. His current KNSA term is Class II, up for re-election through the 2026 annual meeting; Kiniksa’s board determined all directors other than the CEO to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors | Partner | Joined 2000; current | Long-term biotech investing; governance perspective from a major KNSA holder . |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acadia Pharmaceuticals | Director; Chairman since 2016 | Director since 2013; Chair since 2016 | Compensation and Nominating & Corporate Governance committees . |
| TScan Therapeutics | Director | Since 2021 | Board oversight in clinical-stage biotech . |
Board Governance
- Committee assignments:
- Chair, Nominating & Corporate Governance Committee .
- Member, Science & Research Committee .
- Independence: Board has 9 independent directors of 10; Biggar qualifies as independent per Nasdaq .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings; Governance Committee met once; Science Committee met eight times .
- Board leadership and process:
- Separate Lead Independent Director (Felix J. Baker) and CEO/Chair roles; regular executive sessions of independent directors .
- Governance Committee oversees board evaluations and succession planning .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer (2024) | $40,000 | Standard director fee. |
| Governance Committee Chair (2024) | $9,300 | Chair premium. |
| Science Committee Member (2024) | $6,300 | Member fee. |
| Total cash fees received (2024) | $55,600 | Reflects role-specific fees. |
| RSU grant value (2024) | $62,540 | Annual director equity (RSUs). |
| Option grant value (2024) | $225,053 | Annual director equity (options). |
| Total 2024 director compensation | $343,193 | Sum of cash and equity values. |
- Program structure: Non-employee directors receive cash retainers plus annual RSU and option awards; increases approved effective 2025 (board retainer to $50,000; committee fees adjusted; subsequent annual equity award to $340,000) .
Performance Compensation
- None for directors. Non-employee director compensation has no performance-based incentive components and no clawback provisions for director fees/equity under the program .
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Baker Bros. Advisors affiliation | Biggar is a Partner; Baker-managed funds are significant KNSA holders across Class A1 and B1 with reported voting power; board recognizes independence and manages conflicts via Governance and Audit Committees . |
| Lead Independent Director | Felix J. Baker (Baker Bros. co-founder) is KNSA Lead Independent Director, reinforcing independent oversight with executive sessions . |
Expertise & Qualifications
- Medical/scientific: M.D./Ph.D. in Immunology; board-certified industry experience via oversight at Acadia and TScan .
- Capital markets: Two decades at Baker Bros. focused on long-term life-sciences investing .
- Governance: Chairs KNSA Governance Committee; serves on compensation and governance committees at Acadia .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 177,339 (includes 9,373 held directly and 167,966 acquirable within 60 days via options/RSUs) . |
| Ownership as % of Class A outstanding | <1% (proxy indicates “*” less than one percent) . |
| Options held (exercisable + unexercisable) | 164,793 . |
| RSUs held | 3,173 . |
| Hedging/pledging | Prohibited by Company policy . |
Governance Assessment
- Strengths: Independent director; chairs Governance Committee; robust board processes (self-evaluations, executive sessions); strong attendance; prohibition on hedging/pledging reduces misalignment risk .
- Alignment: Receives annual equity grants; holds options/RSUs, supporting long-term alignment .
- Potential conflicts and monitoring:
- Baker Bros. affiliation: As a Partner at a major shareholder, perceived conflicts can arise; mitigants include formal independence determinations, Governance Committee leadership by Biggar, and related-party transaction oversight by Audit Committee under written policy .
- Compensation structure: Director pay is market-based cash retainer plus equity, with 2025 increases; no performance pay reduces pay-risk but places emphasis on fixed/equity mix .
- Shareholder signals: Strong say-on-pay support in 2024 (98%) reflects broad approval of compensation governance, though primarily pertains to executives .
RED FLAGS to watch: Ongoing oversight of Baker Bros. influence given fund’s multi-class holdings and board presence; ensure continued rigorous recusal on any related-party matters and transparent disclosure under the related-person transaction policy .