Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 3, 2022, the Board of Directors (the "Board") of Kiniksa
Pharmaceuticals, Ltd. (the "Company") appointed Eben Tessari as the Company's
SVP, Chief Operating Officer and principal operating officer.
Mr. Tessari, 40, served as the Company's SVP, Chief Business Officer from
March 2018 until January 2022. Prior to that, he served as the Company's SVP,
Business Development from July 2015 until March 2018. In these roles,
Mr. Tessari oversaw the Company's business development efforts, including the
expansion of its product candidate portfolio. Before joining the Company, he
served as Senior Director, Business Development at Synageva BioPharma Corp., a
biotechnology company, from December 2014 to July 2015, where he led strategic
business initiatives. Prior to that, he was Director, Business and Corporate
Development at Civitas Therapeutics, Inc., a biotechnology company, from
November 2013 to December 2014, where he managed the company through an
acquisition by Acorda Therapeutics Inc. Mr. Tessari holds a bachelor's degree in
behavioral neuroscience from Northeastern University, a master's degree in
biomedical engineering from Boston University and both a JD and an MBA from
Suffolk University.
There are no family relationships between Mr. Tessari and any director or
executive officer of the Company. There are no related party transactions
involving Mr. Tessari and the Company requiring disclosure under Item 404(a) of
Regulation S-K.
In connection with his appointment, Kiniksa Pharmaceuticals Corp., a
wholly-owned subsidiary of the Company ("Kiniksa U.S."), and Mr. Tessari entered
into a new employment agreement, which supersedes and terminates all prior
compensatory agreements (the "Amended and Restated Employment Agreement").
Pursuant to the terms of the Amended and Restated Employment Agreement,
Mr. Tessari is eligible to receive a base salary of $444,960 per year and is
eligible to receive an annual cash bonus with a target amount equal to 40% of
his base salary in the applicable year. Mr. Tessari will also be eligible to
receive annual and long-term incentive compensation pursuant to the Company's
2018 Incentive Award Plan.
Pursuant to the Amended and Restated Employment Agreement, if Mr. Tessari's
employment with Kiniksa U.S. is terminated as a result of his death or
disability or by Kiniksa U.S. without Cause (as such term is defined in the
Amended and Restated Employment Agreement), then, subject to Mr. Tessari's
execution of a release of claims and his compliance with certain confidentiality
obligations and restrictive covenants, he will be entitled to receive (a) a lump
sum payment equal to 9 months of his annual base salary plus $16,500, (b) a
prorated portion (or, if the termination occurs during the 12 months following a
change in control, 100%) of his target bonus for the year of termination, and
(c) accelerated vesting of all of his then unvested time vesting equity awards
that would have, absent termination, become vested within 12 months following
termination (or, if the termination occurs during the 12 months following a
change in control, full accelerated vesting of all of his then unvested time
vesting equity awards).
The foregoing description of the terms of the Amended and Restated Employment
Agreement is a summary and is qualified in its entirety by the full text of the
Amended and Restated Employment Agreement filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Amended and Restated Employment Agreement, effective as of January 3,
2022, by and between Eben Tessari and Kiniksa Pharmaceuticals Corp.
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