Thomas R. Malley
About Thomas R. Malley
Independent Director of Kiniksa Pharmaceuticals International, plc since 2016; age 56; President of Mossrock Capital, LLC since 2007; previously Portfolio Manager leading the Janus Global Life Sciences Fund (1991–2007). Education: B.S. Biology, Stanford University; Chartered Financial Analyst (CFA). We view Malley’s core credentials as capital markets expertise and life sciences board experience; he is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mossrock Capital, LLC | President | 2007–present | Private investment leadership; life sciences focus |
| Janus Capital Group | Portfolio Manager, Janus Global Life Sciences Fund | 1991–2007 | Led healthcare investing; capital markets expertise |
| Synageva BioPharma Corp. | Director (prior) | — | Rare disease exposure; board experience |
| Cougar Biotechnology, Inc. | Director (prior) | — | Oncology board experience |
| Puma Biotechnology, Inc. | Director (prior) | — | Oncology board experience |
| OvaScience, Inc. | Director (prior) | — | Reproductive biotech board experience |
| BeiGene, Ltd. | Director (prior) | — | Global oncology board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kura Oncology, Inc. | Director (current) | — | Public biotech board oversight |
Board Governance
- Committees: Audit Committee Chair; Nominating and Corporate Governance Committee member; Audit members are independent and Malley qualifies as an “audit committee financial expert” alongside G. Bradley Cole .
- Independence: All directors other than the CEO are independent under Nasdaq; Malley is independent .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of aggregate Board/committee meetings; 8 directors attended the 2024 Annual Meeting .
- Board leadership: CEO is Chair; Felix J. Baker is Lead Independent Director; regular executive sessions of independent directors .
Fixed Compensation
- Non‑Employee Director program pays cash retainers plus annual equity; no meeting fees except ad hoc committees. In 2024, a temporary Strategic Transaction Committee paid $6,300 annualized (Malley received $1,575 pro-rated) .
- Malley’s 2024 compensation:
| Component | Amount (USD) |
|---|---|
| Cash fees | $65,575 |
| Share awards (RSUs grant-date fair value) | $62,540 |
| Option awards (grant-date fair value) | $225,053 |
| All other compensation | $0 |
| Total | $353,168 |
- Board/committee cash retainers (policy change effective 1/1/2025):
| Role | 2024 Cash Retainer | 2025 Cash Retainer |
|---|---|---|
| Director | $40,000 | $50,000 |
| Chair or Lead Independent Director | $30,000 | $30,000 |
| Audit Committee Chair | $19,000 | $20,000 |
| Compensation Committee Chair | $13,400 | $20,000 |
| Governance Committee Chair | $9,300 | $10,000 |
| Science Committee Chair | $13,400 | $20,000 |
| Audit Committee Member | $9,000 | $10,000 |
| Compensation Committee Member | $6,300 | $9,000 |
| Governance Committee Member | $5,000 | $5,000 |
| Science Committee Member | $6,300 | $9,000 |
- Equity grants to directors:
| Equity Award Type | 2024 Value Cap | 2025 Value Cap |
|---|---|---|
| Initial Award | $600,000 (≤80,000 shares) | $600,000 (≤80,000 shares) |
| Annual Subsequent Award | $300,000 (≤40,000 shares) | $340,000 (≤45,000 shares) |
Performance Compensation
- The non‑employee director program has no performance‑based incentives and no clawback for director compensation; equity is time-based (monthly/annual vesting) .
Other Directorships & Interlocks
- Malley’s firm (Mossrock Capital, LLC) beneficially owns KNSA shares; Malley may be deemed to beneficially own Mossrock’s holdings; no related‑party transactions disclosed involving Malley. The only director consulting disclosed is Dr. Richard Levy (Blueprint Medicines executive), who received ~$60,000 cash and ~$15,000–$30,000 vested RSUs for scientific consulting in 2024–2025 .
Expertise & Qualifications
- Capital markets and healthcare investing; CFA; qualifies as audit committee financial expert; extensive biotech board exposure (Kura, prior BeiGene, Puma, Synageva, Cougar, OvaScience) .
Equity Ownership
| Metric | Amount |
|---|---|
| Class A shares beneficially owned | 300,082 (<1%) |
| Shares held via Mossrock Capital, LLC (included above) | 71,967 |
| Options held (exercisable + unexercisable) | 215,569 |
| RSUs outstanding | 3,173 |
| Ownership % of voting power | <1% (starred in table) |
- Hedging and pledging policy: Company prohibits hedging and pledging of company securities by directors and employees .
Insider Trades
| Date | Transaction | Shares | Price/Notes | Source |
|---|---|---|---|---|
| 06/05/2024 | Option grant | 19,040 | Exercise price $19.71; expires 06/04/2034 [Form 4] | |
| 06/05/2024 | RSU grant | 3,173 | Each RSU = 1 Class A share [Form 4] | |
| 06/06/2024 | RSU vest/settlement (Code M) | 4,373 | RSU conversion to shares [Form 4] | |
| 08/12–08/14/2025 | Sale of Class A shares | 177,769 | Weighted avg prices ~$32.06–$33.50; multiple trades; option exercises (M) included [Form 4] |
Board Governance Assessment
- Strengths: Independent director with deep healthcare investing experience; Audit Chair and designated financial expert—positive for financial reporting oversight; strong committee independence; regular executive sessions bolster board effectiveness .
- Engagement: Met attendance threshold in 2024; participated in ad hoc strategy committee work; director cash/equity structure aligned with peer benchmarks after 2025 retainer increase .
- Alignment: Material personal and option exposure to KNSA; corporate policy prohibits hedging/pledging, reinforcing alignment .
- Watch items: Significant sale in Aug 2025 (177,769 shares) might be interpreted as personal liquidity/tax or portfolio rebalancing rather than governance concern; monitor future selling cadence for pattern. Sale disclosed via Form 4 with full pricing/aggregation detail .
- Related-party exposure: No Malley‑specific related transactions disclosed; Audit Committee oversees related‑party reviews; director consulting disclosed only for Dr. Levy with modest compensation, reviewed by Compensation Committee/Board (interested party abstained) .
Say‑on‑Pay and Shareholder Feedback
- 2024 Say‑on‑Pay approval was ~98%—strong support for executive pay framework and governance; 2025 UK Directors’ Remuneration Report and UK Remuneration Policy put to advisory and binding votes, respectively, reflecting enhanced UK governance disclosures post‑redomiciliation .
Committee Assignments, Chair Roles, and Attendance Snapshot
| Item | Detail |
|---|---|
| Audit Committee | Chair: Thomas R. Malley; members: Cole, Quart, McCain; Malley and Cole = audit committee financial experts |
| Governance Committee | Members: Baker, Biggar (Chair), Malley |
| Attendance | ≥75% for each director; 4 Board meetings in 2024 |
| Independence | 9 of 10 directors independent; Malley independent |
Director Compensation Structure (Key Points)
- Cash + time‑based equity; no performance conditions, clawbacks, or excessive perqs; policy reviewed by independent consultant (Compensia) and benchmarked to US biotech peers .
- 2025 increases to retainers and annual equity for directors reflect market alignment and workload; Audit Chair fee increased to $20,000 .
RED FLAGS
- None evident on independence, attendance or related‑party transactions for Malley. Note: sizable insider sale in Aug 2025—monitor if repeated or paired with adverse events; current disclosure appears routine with multiple brokered trades and option exercises .