Tracey L. McCain
About Tracey L. McCain
Tracey L. McCain (age 57) has served as an independent director of Kiniksa since February 2018. She is Executive Vice President and Chief Legal & Compliance Officer at Blueprint Medicines (since September 2016), and previously held senior legal roles at Sanofi Genzyme and Genzyme from 1997–2016; she holds a J.D. from Columbia Law School and a B.A. from the University of Pennsylvania . She is considered independent under Nasdaq rules and currently serves on Kiniksa’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blueprint Medicines | EVP & Chief Legal & Compliance Officer | Sep 2016–present | Oversees legal and compliance; significant biopharma legal leadership |
| Sanofi Genzyme | SVP & Head of Legal | Jan 2016–Sep 2016 | Led legal for global business unit |
| Genzyme | Various legal roles incl. General Counsel post-acquisition | May 1997–Sep 2016 | Long-tenured legal leadership in biotech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dana-Farber Cancer Institute | Board member (non-profit) | Current | Healthcare non-profit oversight |
| ImmunoGen, Inc. | Director | 2021–2024 | Prior public company board experience |
Board Governance
- Independence: All directors except the CEO are independent; McCain qualifies as independent .
- Committee assignments: Audit Committee member; Audit Committee met four times in 2024 and its members meet SEC/Nasdaq financial literacy requirements; McCain is listed on the Audit Committee’s report .
- Attendance: The Board held four meetings in 2024; each director attended at least 75% of Board/committee meetings during their service period; eight directors attended the 2024 AGM .
- Board structure and leadership: Felix J. Baker is Lead Independent Director; regular executive sessions of independent directors are held .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board cash fees | $49,000 | Comprised of $40,000 director retainer + $9,000 Audit Committee member fee |
| RSU grant (grant-date fair value) | $62,540 | Time-based vesting per director program |
| Option grant (grant-date fair value) | $225,053 | Time-based vesting per director program |
| Total 2024 director compensation | $336,593 | Sum of cash, RSUs, options |
- 2025 program changes (board-wide): Director cash retainer increased to $50,000; committee chair/member fees increased (e.g., Audit Chair $20,000, Audit Member $10,000); subsequent annual equity award increased to $340,000 (subject to share caps) .
Performance Compensation
| Metric | Applies to Non-Employee Directors? | Detail |
|---|---|---|
| Annual performance bonus | No | Directors do not receive performance-based incentive pay |
| Equity tied to performance (PSUs/TSR) | No | Director equity grants are options/RSUs with time-based vesting only |
Other Directorships & Interlocks
- McCain’s external board roles include Dana-Farber (current) and ImmunoGen (2021–2024); no related-party transactions with Kiniksa are disclosed involving McCain .
- Board interlocks: Felix J. Baker (Lead Independent Director) and Baker Bros.-affiliated directors/representatives serve on the Board; Baker Bros. entities are significant holders, but directors (including McCain) are individually assessed as independent .
- Notable board-related arrangement: Director Richard S. Levy provided consulting services in 2024–2025 for ~$60,000 per agreement (cash and fully vested RSUs), approved by the board—this is a potential governance sensitivity but not related to McCain .
Expertise & Qualifications
- Legal and compliance leadership across large-cap and specialty biotech (Blueprint, Sanofi Genzyme, Genzyme) .
- Education: J.D. (Columbia University), B.A. (University of Pennsylvania) .
- Financial literacy: Audit Committee members meet SEC/Nasdaq financial literacy standards; McCain serves on Audit .
Equity Ownership
| Item | Quantity | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 204,327 shares | Includes 9,373 Class A held directly plus 194,954 shares acquirable within 60 days via options/RSUs; less than 1% of Class A outstanding |
| Options outstanding (exercisable + unexercisable) | 191,781 | As of Dec 31, 2024 |
| RSUs outstanding | 3,173 | As of Dec 31, 2024 |
| Hedging/pledging policy | Prohibited | Company Insider Trading Compliance Policy prohibits hedging and pledging; enhances alignment |
Governance Assessment
- Strengths: Independent legal/compliance expertise on Audit; independence affirmed; attendance thresholds met; robust insider trading policy (no hedging/pledging) and executive clawback policy; regular executive sessions; strong board independence (9 of 10) .
- Alignment: Material equity holdings through options/RSUs and RSU ownership support alignment; director compensation mix is conventional (cash retainer + time-based equity) without performance gaming .
- Potential red flags: Board permitted a director consulting arrangement (Levy) paid in cash and equity, which requires ongoing scrutiny for conflicts and independence optics, though Audit Committee oversees related-party transactions; no McCain-specific related-party transactions disclosed .
- Say-on-pay signal: 2024 say-on-pay approval ~98% indicates shareholder support for compensation governance broadly (executive program), indirectly positive for board oversight credibility .
Overall, Tracey L. McCain’s profile indicates high governance quality and useful compliance/legal expertise on the Audit Committee, with solid attendance and independence; the broader board’s oversight of director consulting (not involving McCain) should continue to be monitored for conflict management discipline .