DEF 14A of MoonLake Immunotherapeutics
Filed Apr 24, 2024 · FY20230001140361-24-021744
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The number of directors constituting the Board is currently set at seven. Pursuant to the terms of our Memorandum and Articles of Association (“MAA”), at the Annual Meeting, the shareholders will vote to elect the two Class II director nominees named in this Proxy Statement to serve until the 2027 Annual General Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our Board has nominated Catherine Moukheibir and Dr. Ramnik Xavier for election to our Board. Each of Ms. Moukheibir and Dr. Xavier was initially appointed to the Board in April 2022 in accordance with the Business Combination Agreement. Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class II directors, who are up for election at this meeting for a term expiring at the 2027 Annual General Meeting of Shareholders; two Class I directors, whose terms expire at the 2026 Annual General Meeting of Shareholders; and three Class III directors, whose terms expire at the 2025 Annual General Meeting of Shareholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 24) | Position | | Dr. Jorge Santos da Silva | III | 47 | Chief Executive Officer; Director | | Simon Sturge(1)(3) | III | 65 | Independent Chairperson of the Board | | Dr. Kara Lassen(3) | I | 45 | Independent Director | | Spike Loy(1)(2) | I | 43 | Independent Director | | Catherine Moukheibir(1)(2) | II | 64 | Independent Director | | Dr. Andrew Phillips(2)(3) | III | 53 | Independent Director | | Dr. Ramnik Xavier | II | 62 | Independent Director |
Information Regarding Director Nominees and Continuing Directors
| (1) Member of the Audit Committee |
Information Regarding Director Nominees and Continuing Directors
| (2) Member of the Compensation Committee |
Information Regarding Director Nominees and Continuing Directors
| (3) Member of the Nominating Committee |
Class II Director Nominees
Class II Director Nominees Catherine Moukheibir has served as a director of our Company since April 2022. Ms. Moukheibir is a professional non-executive director specializing in life sciences. In this capacity, she has served as chair of the audit committees of various biotechnology companies, including Ironwood Pharmaceuticals (Nasdaq: IRWD) since 2019. She has also served on the board of directors of Oxford Biomedica plc (OTCMKTS: OXBDF) since 2022 and Biotalys (EBAR: BTLS) since 2021, both biotechnology companies; she plans to step down from these directorships in June 2024 and August 2024, respectively. She also serves on the boards of various private biotechnology companies. She previously served on the boards of various biotechnology companies, including Ablynx (acquired by Sanofi in 2019), Kymab (acquired by Sanofi in 2021), Zealand Pharma (CPH: ZEAL), Creabilis (acquired by Sienna Biopharmaceuticals in 2016), GenKyoTex (acquired by Calliditas Therapeutics in 2020) and Orphazyme (CPH: ORPHA). Over the last 20 years, Ms. Moukheibir has held a number of executive-level finance positions at various biotechnology companies, including as Director of Capital Markets at Zeltia Group, from 2001-2007; Chief Financial Officer at Movetis, from 2008 to 2010; Executive Vice President of Finance and Strategy at Innate Pharma (Nasdaq: IPHA), from 2011-2016; and Chairman, then Chief Executive Officer of MedDay Pharmaceuticals from 2016-2021. Ms. Moukheibir began her career in management consulting in Boston and London and then worked in investment banking, where she served as an Executive Director in equity capital markets, first at Citi then at Morgan Stanley in London between 1997 and 2001. Ms. Moukheibir also served for five years on the advisory board of the business school at Imperial College (London). She earned an M.A. in Economics and an M.B.A. from Yale University. We believe Ms. Moukheibir is qualified to serve on our Board because of her financial expertise, experience on the boards of directors of life sciences companies in the United States and Europe and experience in a variety of roles in executive management, management consulting and investment banking. Dr. Ramnik Xavier has served as a director of our Company since April 2022. Since 2018, Dr. Xavier has served as a core institute member of the Broad Institute of MIT and Harvard, where he also serves as Director of the Klarman Cell Observatory. Dr. Xavier has served as Director of the Broad Institute’s Immunology Program since 2019 and Co-Director of the Broad’s Infectious Disease and Microbiome Program since 2016. Since 2013, Dr. Xavier has served as a Professor of Medicine at Harvard Medical School, where he is currently the Kurt J. Isselbacher Professor of Medicine. In addition, since 2018 he has served as Director of the Center for Computational and Integrative Biology and as a member in the Department of Molecular Biology at Massachusetts General Hospital. He has also served as co-director of the Center for Microbiome Informatics and Therapeutics at MIT since 2014. Dr. Xavier holds an M.B. Ch.B. (Hons.) from the Godfrey Huggins School of Medicine, University of Zimbabwe and a Ph.D. from the University of Groningen (Netherlands). We believe Dr. Xavier is qualified to serve on our Board because of his extensive biomedical research experience and research specializations in the characterization of genetic variants, chemical biology approaches to cellular disease and computational approaches to diseases and treatments.
Class I Directors Continuing in Office
Class I Directors Continuing in Office Dr. Kara Lassen has served as a director of our Company since April 2022. Dr. Lassen has served as the Vice President and Global Head of Immunology for Roche Pharma Research & Early Development (pRED), a division of Roche Holding AG, a healthcare company, since April 2019. In this role, she is responsible for discovering and advancing multiple drug discovery projects from preclinical to clinical research. Dr. Lassen joined Roche in April 2017, holding multiple positions, including Head of Translation Discovery for Immunology Discovery from 2017 to February 2018, and Head of Tissue Inflammation from March 2018 to April 2019. From June 2012 to March 2017, Dr. Lassen served as a Group Leader in Functional Genomics at the Broad Institute, a biomedical and genomic research organization, where she led a research group focused on discovering new therapeutic targets for inflammatory diseases. From April 2011 to June 2012, Dr. Lassen was an Editor at Cell, one of the leading life sciences journals. From July 2008 to April 2011, Dr. Lassen was a Group Leader at the Gladstone Institute of Virology and Immunology, a non-profit biomedical research organization. Dr. Lassen received her B.S. in Biology and Mathematics, magna cum laude from Wake Forest University in North Carolina. She earned her Ph.D. in Immunology from Johns Hopkins University in Maryland, where she received the Hans Prohaska Young Investigator Award for her doctoral thesis work. Dr. Lassen received the Francis Goelet Fellowship to complete her independent postdoctoral work at Case Western University in Ohio. We believe Dr. Lassen is qualified to serve on our Board because of her management experience at a biopharmaceutical company, her experience leading preclinical and clinical research and her academic and research experience in the field of inflammatory diseases. Spike Loy has served as a director of our Company since April 2022. Mr. Loy has also served as a director of our subsidiary, MoonLake AG, since May 2021. Mr. Loy is a Managing Director at BVF Partners L.P., a private investment firm, where he has served since August 2009. Mr. Loy previously served as a director of GH Research PLC (Nasdaq: GHRS), a biopharmaceutical company, from October 2020 to March 2022, and currently serves as a director of multiple private biopharmaceutical companies. Mr. Loy holds a J.D. from Harvard Law School and a B.A. in Human Biology, with a minor in Economics, from Stanford University. We believe Mr. Loy is qualified to serve on our Board because of his experience serving as a director of biopharmaceutical companies and as a manager of funds specializing in the area of life sciences.
Class III Directors Continuing in Office
Class III Directors Continuing in Office Dr. Jorge Santos da Silva has served as Chief Executive Officer and a director of our Company since April 2022. He co-founded MoonLake AG and served as its Chief Executive Officer from July 2021 until the Merger Closing. Dr. Santos da Silva also serves as a professor and Board Advisor at the School of Medicine at the Minho University (Portugal). Prior to co-founding MoonLake AG, Dr. Santos da Silva was at McKinsey & Company, Inc., a consulting firm, from September 2007 to June 2021, where he served as Senior Partner and led the Pharmaceutical & Medical Products Practice, the Biotech group and the Biosimilars group and advised international biopharmaceutical and biotechnology companies on corporate and business-unit strategy, commercial operating models, research and development, organizational design, mergers and acquisitions and joint ventures. Dr. Santos da Silva was a Postdoctoral Fellow at Cold Spring Harbor Laboratory and holds a Ph.D. in Neuronal Cell Biology from the University of Turin (Italy) and a B.Sc. in Molecular Biology from the University of Glasgow, Institute of Biological and Life Sciences (United Kingdom). He also participated in a work placement in neurobiology at the European Molecular Biology Laboratory, Heidelberg (Germany). We believe Dr. Santos da Silva is qualified to serve on our Board because of his extensive management and operational experience in the life sciences sector, as well as his academic and research experience in the life sciences. Simon Sturge has served as a director of our Company and Chairperson of the Board since April 2022. Mr. Sturge also serves as the Chairperson of the board of directors of MoonLake AG. Prior to MoonLake AG, Mr. Sturge served as the Chief Executive Officer of Kymab Ltd, a biotechnology company, from May 2019 to July 2021. Prior to that, Mr. Sturge was at Merck Group Germany, a science and technology company, from March 2013 to April 2019, most recently serving as the Chief Operating Officer. He served as the Senior Vice President of Boehringer Ingelheim, a pharmaceutical company, from January 2010 to January 2013. Mr. Sturge has served as a director at Galapagos NV (Nasdaq: GLPG), a pharmaceutical company since September 2023. He is also a director at two private biotechnology companies, a private consulting company and a private investment company. Mr. Sturge previously served as a director at Feedback PLC (LON: FDBK), a biotechnology company, from 2017 to June 2021. He received a degree from the University of Sussex. We believe Mr. Sturge is qualified to serve on our Board because of his experience serving as a director and executive officer of biotechnology and pharmaceutical companies. Dr. Andrew Phillips has served as a director of our Company since April 2022. Dr. Phillips has served as the Chief Executive Officer and President of Aleksia Therapeutics, Inc., a biotechnology company, since August 2022, where he previously served as interim Chief Executive Officer; as the Chief Executive Officer and President of Nexo Therapeutics, Inc., a biotechnology company, since November 2022; and as the Chief Executive Officer of Blossom Bioscience Ltd., a biotechnology company, since June 2021. Previously, he served as a Managing Director at Cormorant Asset Management, an investment manager, from August 2020 to July 2022. He served as Chief Financial Officer of Helix from April 2021 until the Merger Closing. Dr. Phillips currently serves as a director at Enliven Therapeutics, Inc. (Nasdaq: ELVN), a biopharmaceutical company. He also serves as a director at various private biotechnology companies. Dr. Phillips previously served as a director at Elevation Oncology, Inc. (Nasdaq: ELEV) from November 2020 through June 2021, and Immuneering Corp. (Nasdaq: IMRX) from December 2020 through July 2021, both biotechnology companies. From January 2016 to March 2020, Dr. Phillips was with C4 Therapeutics, Inc. (Nasdaq: CCCC), a clinical-stage biopharmaceutical company focused on therapeutics for the treatment of cancer and other diseases, where he served as Chief Executive Officer from May 2018 to March 2020, President from September 2016 to May 2018 and Chief Scientific Officer from January 2016 to May 2018. From July 2014 to January 2016, he served as Senior Director, Center for Development of Therapeutics at the Broad Institute, a biomedical and genomic research organization. From June 2010 to January 2015, Dr. Phillips was a Professor of Chemistry at Yale University, and from July 2001 to June 2010 he was Assistant Professor, Associate Professor, and Professor of Chemistry and Biochemistry at the University of Colorado. He holds a B.Sc. in Biochemistry and a Ph.D. in Chemistry from the University of Canterbury (New Zealand). We believe Dr. Phillips is qualified to serve on our Board because of his experience serving as an executive officer of biopharmaceutical companies and as a manager of funds specializing in the area of life sciences, in addition to his extensive academic and leadership positions in the area of life sciences. The Board recommends a vote “FOR” the election of each of the Class II director nominees set forth above.
Board Committees
Audit Committee. The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, effectiveness and independence of the outside auditor. This includes reviewing the financial information provided to shareholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K. Ms. Moukheibir qualifies as an “audit committee financial expert”, as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules. Compensation Committee. The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our senior officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our senior officers, evaluating the performance of these officers in light of the goals and objectives and setting the officers’ compensation based on those evaluations. The committee also administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans. The Compensation Committee may delegate its authority to one or more subcommittees. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Deloitte AG (“Deloitte”) in 2023 to provide advice regarding the amount and form of executive and director compensation. The committee assessed Deloitte’s independence and has determined that (1) Deloitte satisfies applicable independence criteria, and (2) Deloitte’s work with the Company does not raise any conflicts of interest, in each case under applicable Nasdaq listing rules and the rules and regulations established by the SEC. Nominating Committee. The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director candidates and make recommendations to the Board regarding candidates for election or reelection to the Board at each annual shareholders’ meeting. In addition, the committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters. The committee is also responsible for making recommendations to the Board concerning the structure, composition and functioning of the Board and its committees.
Director Compensation
Director Compensation Our Board has adopted a director compensation program pursuant to which members of our Board who are not employees or officers of our Company or our affiliates receive the following cash retainers, payable quarterly in advance:
Director Compensation
| • | Annual cash retainer of $40,000; |
Director Compensation
| • | Cash retainer of $35,000 for service as the Chairperson of the Board; |
Director Compensation
| • | Cash retainer of $17,500 for service as chairperson and $7,500 for service other than as chairperson of the Audit Committee; |
Director Compensation
| • | Cash retainer of $12,000 for service as chairperson and $5,000 for service other than as chairperson of the Compensation Committee; |
Director Compensation
| • | Cash retainer of $8,000 for service as chairperson and $4,000 for service other than as chairperson of the Nominating Committee; and |
Director Compensation
| • | Cash retainer of $35,000 for service on non-Board committees of the Company, including the Scientific Advisory Board. |
Director Compensation
In addition, in 2023, each of our non-employee directors other than Dr. Lassen received a grant of 11,297 share options on June 8, 2023 under the MoonLake Immunotherapeutics 2022 Equity Incentive Plan (the “Incentive Plan”) that vest in full on the earlier of the one-year anniversary of the date of grant and the next annual general meeting of shareholders, subject to continued service through such date. Dr. Lassen waived her right to receive such grant. Members of our Board are also eligible to receive reimbursement for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of our Board and its committees. Additionally, directors who are also members of the board of directors of MoonLake AG (Messrs. Sturge and Loy and Dr. Phillips) are reimbursed for business expenses reasonably incurred in connection with such services.
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation The following table summarizes information concerning the compensation awarded to, earned by and paid to the non-employee directors for services rendered to the Company for the year ended December 31, 2023.
2023 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Simon Sturge | $90,500 | $224,991 | $315,491 | | Dr. Kara Lassen | $44,000 | –– | $44,000 | | Spike Loy | $52,500 | $224,991 | $277,491 | | Catherine Moukheibir | $62,500 | $224,991 | $287,491 | | Dr. Andrew Phillips | $56,000 | $224,991 | $280,991 | | Dr. Ramnik Xavier | $75,000 | $224,991 | $299,991 |
2023 Non-Employee Director Compensation
| (1) Amounts shown under the “Options Awards” column are calculated using the Black-Scholes option valuation model. While the amounts shown are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, the actual value, if any, that a non-employee director may realize from the options are contingent upon the excess of the share price over the exercise price, if any, on the date the award is exercised. For a discussion of the assumptions made in the valuation of options granted in 2023, see Note 14 — “Share-based Compensation” of our audited consolidated financial statements as of and for the period ended December 31, 2023 in our Annual Report on Form 10-K for further information. |
2023 Non-Employee Director Compensation
| (2) The following table provides information on the aggregate number of outstanding share option awards for each non-employee director as of December 31, 2023. |
2023 Non-Employee Director Compensation
| Name | Aggregate Number of Outstanding Options (#) | | Simon Sturge | 56,297 | | Dr. Kara Lassen | –– | | Spike Loy | 11,297 | | Catherine Moukheibir | 56,297 | | Dr. Andrew Phillips | 56,297 | | Dr. Ramnik Xavier | 56,297 |
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes information concerning the compensation awarded to, earned by and paid to the named executive officers for services rendered to us for the years ended December 31, 2023 and 2022.
2023 Summary Compensation Table
| Name | Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dr. Jorge Santos da Silva Chief Executive Officer | 2023 | 586,333 | 589,819 | –– | 22,063 | 1,198,215 | | | 2022 | 460,275 | 632,878 | 3,362,817 | 21,411 | 4,477,381 | | Matthias Bodenstedt Chief Financial Officer | 2023 | 446,837 | 424,491 | –– | 20,269 | 891,597 | | | 2022 | 324,900 | 243,675 | 5,044,225 | 19,670 | 5,632,470 | | Dr. Kristian Reich Chief Scientific Officer | 2023 | 586,333 | 589,819 | –– | 54,752 | 1,230,904 | | | 2022 | 460,275 | 632,878 | 3,362,817 | 109,786 | 4,565,756 |
2023 Summary Compensation Table
| (1) Represents all amounts earned as salary during the applicable fiscal year. For fiscal year 2023, the salary amounts have been converted to U.S. Dollars (USD) from Swiss Francs (CHF) using the exchange rate applicable on the last day of each calendar month (January 31, 2023: 1.085 USD to 1 CHF; February 28, 2023: 1.067 USD to 1 CHF; March 31, 2023: 1.088 USD to 1 CHF; April 30, 2023: 1.117 USD to 1 CHF; May 31, 2023: 1.104 USD to 1 CHF; June 30, 2023: 1.111 USD to 1 CHF; July 31, 2023: 1.149 USD to 1 CHF; August 31, 2023: 1.135 USD to 1 CHF; September 30, 2023: 1.096 USD to 1 CHF; October 31, 2023: 1.106 USD to 1 CHF; November 30, 2023: 1.143 USD to 1 CHF; December 31, 2023: 1.192 USD to 1 CHF). For fiscal year 2022, the salary amounts have been converted to USD from CHF using the exchange rate of 1.083 USD to 1 CHF as of December 31, 2022. |
2023 Summary Compensation Table
| (2) Represents amounts earned based on the achievement of performance goals determined in accordance with each officer’s employment agreement. For fiscal year 2023, the bonus amounts have been converted to USD from CHF using the exchange rate of 1.192 USD to 1 CHF as of December 31, 2023. For fiscal year 2022, the bonus amounts have been converted to USD from CHF using the exchange rate of 1.083 USD to 1 CHF as of December 31, 2022. For a discussion of the officers’ employment agreements, see the section below entitled “Executive Employment Agreements — Annual Base Salary and Annual Cash Bonus” for more information. |
2023 Summary Compensation Table
| (3) For 2023, no new share awards have been received by the named executive officers. For 2022, amounts shown in the “Share Awards” column reflect shares of MoonLake AG that were acquired by each of the named executive officers pursuant to the Employee Share Participation Plan (“ESPP”) at a nominal value of CHF 0.10 per share and that are subject to service-based vesting over a period of four years from the date of grant. Unvested shares are subject to repurchase by MoonLake AG in the event our employment relationship with the executive officer is terminated. Given such service-based vesting, we recognized the shares in accordance with FASB ASC Topic 718 as share-based compensation, and estimated the fair value of the shares granted in 2022 at $336.39 per share. See Note 14 — “Share-based Compensation” of our audited consolidated financial statements as of and for the period ended December 31, 2023 in our Annual Report on Form 10-K for further information. |
2023 Summary Compensation Table
| (4) The amounts reported for all of the named executive officers include amounts paid during 2023 as a housing allowance. Dr. Reich’s amount also includes an additional cash payment on account of his being subject to social security laws outside of Switzerland as a result of his place of residence in Germany (see “Executive Employment Agreements — Additional Cash Payments” for additional information regarding this arrangement). For fiscal year 2023, these amounts have been converted to USD from CHF using the exchange rate applicable on the last day of each calendar month as described in footnote (1) above. For fiscal year 2022, the amounts have been converted to USD from CHF using the exchange rate of 1.083 USD to 1 CHF as of December 31, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year End
| | | Share Awards | | | Name | Grant Date(s) | Number of Shares or Units of Shares That Have Not Vested (#)(1) | Market Value of Shares or Units of Shares That Have Not Vested ($)(2) | | Dr. Jorge Santos da Silva | January 18, 2022(3) | 175,325 | 10,587,870 | | Matthias Bodenstedt | January 18, 2022(3) | 262,987 | 15,881,806 | | Dr. Kristian Reich | January 18, 2022(3) | 175,325 | 10,587,870 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) Represents the number of MoonLake Immunotherapeutics Class A Ordinary Shares based on the exchange ratio of 1 share of MoonLake AG into 33.638698 MoonLake Immunotherapeutics Class A Ordinary Shares. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) Based on the closing price of $60.39 on December 29, 2023, which was the last trading day of 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) Represents 10,000, 15,000 and 10,000 shares of MoonLake AG, respectively, for Drs. Santos da Silva and Reich and Mr. Bodenstedt purchased under the ESPP at a purchase price equal to the nominal value per share of CHF 0.10. Subject to the executive’s continued employment through each applicable vesting date, these shares vest in accordance with the following vesting schedule: (i) 25% of the shares vested on January 18, 2023 and (ii) 2.08% of the shares vest each month thereafter until fully vested. Until such shares fully vest, MoonLake AG may repurchase such shares at a repurchase price equal to such nominal value in the event the employment of the respective officer terminates. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company.
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($)(1) (b) | Compensation Actually Paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)(5) (f) | Net Income (Loss) ($)(6) (g) | | 2023 | 1,198,215 | 17,019,715 | 1,061,251 | 18,652,222 | 611 | (36,007,260) | | 2022 | 4,477,381 | 2,129,527 | 5,099,113 | 3,992,495 | 106 | (49,973,249) |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts reported for Dr. Santos da Silva (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column in our Summary Compensation Table. Refer to “Executive Compensation – 2023 Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Santos da Silva, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Dr. Santos da Silva. In accordance with these rules, these amounts reflect the total compensation as set forth in the “Total” column in our Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| Compensation Actually Paid to PEO | 2023 ($) | 2022 ($) | | Summary Compensation Table Total | 1,198,215 | 4,477,381 | | Less, value of “Share Awards” reported in Summary Compensation Table | — | (3,362,817) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | — | 3,532,063 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 8,746,959 | 338,573 | | Plus (less), change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior years that vested in the year | 7,074,541 | (2,855,673) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | — | — | | Compensation Actually Paid to PEO | 17,019,715 | 2,129,527 |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Dr. Santos da Silva) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes for each of 2023 and 2022 are: Dr. Reich and Mr. Bodenstedt. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Dr. Santos da Silva), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect total compensation as set forth in the “Total” column in our Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 ($) | 2022 ($) | | Average Summary Compensation Table Total | 1,061,251 | 5,099,113 | | Less, average value of “Share Awards” reported in Summary Compensation Table | — | (4,203,521) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | — | 4,415,079 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | — | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 10,933,699 | 250,226 | | Plus (less), average change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior years that vested in the year | 6,657,272 | (1,568,402) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | 18,652,222 | 3,992,495 |
Pay Versus Performance
| (5) Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021. No dividends were paid during the periods presented. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net loss attributable to controlling interest shareholders, reflected in the Company’s audited financial statements for the applicable year. |
Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table
Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Income (Loss)