DEF 14A of MoonLake Immunotherapeutics
Filed Apr 22, 2025 · FY20240001140361-25-014923
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The number of directors constituting the Board is currently set at six. Pursuant to the terms of our Memorandum and Articles of Association (“MAA”), at the Annual Meeting, the shareholders will vote to elect the three Class III director nominees named in this Proxy Statement to serve until the 2028 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 Dr. Jorge Santos da Silva, Simon Sturge and Dr. Andrew Phillips for election to our Board. Each of Dr. Santos da Silva, Mr. Sturge and Dr. Phillips 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 any 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 three Class III directors, who are up for election at this meeting for a term expiring at the 2028 Annual General Meeting of Shareholders; one Class I director, whose term expires at the 2026 Annual General Meeting of Shareholders; and two Class II directors, whose terms expire at the 2027 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 22) | Position | | Dr. Jorge Santos da Silva | III | 48 | Chief Executive Officer; Director | | Simon Sturge(1)(3) | III | 66 | Independent Chairperson of the Board | | Spike Loy(1)(2) | I | 44 | Independent Director | | Catherine Moukheibir(1)(2) | II | 65 | Independent Director | | Dr. Andrew Phillips(2)(3) | III | 54 | Independent Director | | Dr. Ramnik Xavier | II | 63 | 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 I Director Continuing in Office
Class I Director Continuing in Office 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 II Directors Continuing in Office
Class II Directors Continuing in Office 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 also serves on the boards of private biotechnology companies. She previously served on the boards of various biotechnology companies, including Oxford Biomedica plc (OTCMKTS: OXBDF), Biotalys (EBAR: BTLS), 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 numerous 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 III Director Nominees
Class III Director Nominees 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; and as the Chief Executive Officer and President of Nexo Therapeutics, Inc., a biotechnology company, since November 2022. Previously, he served as the Chief Executive Officer of Blossom Bioscience Ltd., a biotechnology company, from June 2021 to December 2023. Prior to Blossom, 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, and OnKure, Inc. (Nasdaq: OKUR), 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 III director nominees set forth above.
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 $35,000 for service on non-Board committees of the Company, including the Scientific Advisory Board. |
Director Compensation
In addition, in 2024, each of our non-employee directors other than Dr. Lassen received a grant of 7,688 share options on June 6, 2024 under the MoonLake Immunotherapeutics 2022 Equity Incentive Plan (the “Incentive Plan”) that vest in full on the earlier of (i) the one-year anniversary of the date of grant, (ii) the next annual general meeting of shareholders and (iii) the date of a Change of Control (as defined in the Incentive Plan), subject to continued service through such date. Dr. Lassen waived her right to receive such grant. Members of our Board are also eligible to receive reimbursement for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of our Board and its committees. Additionally, directors who are also members of the board of directors of MoonLake AG (Messrs. Sturge and Loy and Dr. Phillips) are reimbursed for business expenses reasonably incurred in connection with such services.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation The following table summarizes information concerning the compensation awarded to, earned by and paid to the non-employee directors for services rendered to the Company for the year ended December 31, 2024.
2024 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Simon Sturge | $90,500 | $225,005 | $315,505 | | Dr. Kara Lassen(3) | $44,000 | — | $44,000 | | Spike Loy(4) | $52,500 | $225,005 | $277,505 | | Catherine Moukheibir | $62,500 | $225,005 | $287,505 | | Dr. Andrew Phillips | $56,000 | $225,005 | $281,005 | | Dr. Ramnik Xavier | $75,000 | $225,005 | $300,005 |
2024 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 2024, see Note 14 — “Share-based Compensation” of our audited consolidated financial statements as of and for the period ended December 31, 2024 in our Annual Report on Form 10-K for further information. |
2024 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, 2024. |
2024 Non-Employee Director Compensation
| Name | Aggregate Number of Outstanding Options (#) | | Simon Sturge | 63,985 | | Dr. Kara Lassen(3) | — | | Spike Loy(4) | 18,985 | | Catherine Moukheibir | 63,985 | | Dr. Andrew Phillips | 63,985 | | Dr. Ramnik Xavier | 63,985 |
2024 Non-Employee Director Compensation
| (3) Dr. Lassen resigned from the Board effective as of December 31, 2024. |
2024 Non-Employee Director Compensation
| (4) Pursuant to a certain agreement entered into between Mr. Loy and BVF Partners L.P. (“Partners”), Mr. Loy is obligated to transfer to Partners the economic benefit, if any, received upon the sale of the shares issuable upon the exercise of his options. |
Best Practice Highlights
| | Use of Independent Compensation Consultant. The Compensation Committee receives objective advice from its independent compensation consultant. | | | Modest Perquisites. NEOs receive only modest perquisites. | | | Clawback Policy. The Board has adopted a clawback policy applicable to all incentive payments and performance-based equity awards granted to executive officers. | | | Peer Group Analysis. The Company reviews total direct compensation (base salary, annual cash incentive and long-term incentive payments) and the mix of the compensation components for the named executive officers relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers. | | | No Hedging. The Company has adopted a policy prohibiting hedging and pledging of Company stock. | | | No Excise Tax Gross-Ups. Our named executive officers are not entitled to any such gross-up. |
Process for Setting Compensation
Process for Setting Compensation Our Board and Compensation Committee review compensation practices and philosophy annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, they consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short-and long-term results that are in the best interests of our shareholders and our desire to incentivize a long-term commitment to our Company. While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus and long-term incentives. Our Compensation Committee is responsible for approving all executive compensation matters. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the CEO for all executives other than the CEO. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then determines the compensation for each executive officer. In 2024, the Compensation Committee retained the services of Deloitte as its external compensation consultant, and the Compensation Committee considered Deloitte’s input on certain compensation matters as it deemed appropriate. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee has reviewed the independence of Deloitte and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) and has concluded that Deloitte is independent and its work for the Compensation Committee has not raised any conflicts of interest. The Company also engaged Deloitte or its affiliates during fiscal year 2024 to provide services unrelated to executive compensation. These engagements, which were approved by management and of which the Compensation Committee was aware, primarily consisted of accounting-related services. Fees invoiced by Deloitte and its affiliates for services related to executive compensation totaled approximately $15,000 and for additional services totaled approximately $2,039,549 during fiscal year 2024.
Use of a Peer Group
Use of a Peer Group While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. Market data is one element considered by the Compensation Committee when making executive compensation decisions, but the Compensation Committee does not set compensation levels based solely on market data. Rather, the Compensation Committee reviews the 25th, 50th and 75th percentiles of relevant market data as one frame of reference in making its executive compensation decisions. Final executive compensation decisions reflect a variety of factors, including each executive’s experience, performance rating, the relative importance of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data. In order to evaluate the level of compensation for our named executive officers for 2024, our Compensation Committee, using information provided by Deloitte, established a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries based on a balance of the following criteria:
Use of a Peer Group
| • | companies with comparable market capitalizations (i.e., in the range of $696 million to $2,859 million); and |
Use of a Peer Group
| • | companies with headcounts between 36 to 236 employees. |
Use of a Peer Group
Our 2024 peer group is comprised of the following companies in the biopharmaceutical and biotechnology industries:
Use of a Peer Group
| Immunovant, Inc. | Bicycle Therapeutics plc | | Acelyrin, Inc. | Rapt Therapeutics, Inc. | | Dice Therapeutics, Inc. | Vera Therapeutics, Inc. | | Verona Pharma plc | Pharvaris N.V. | | Summit Therapeutics Inc. | Aclaris Therapeutics, Inc. | | Protagonist Therapeutics Inc. | |
Key Elements of Compensation
Annual Bonus Our Compensation Committee may approve annual bonuses for our named executive officers based on a review of Company performance and each named executive officer’s achievement of goals and objectives for the year. All executive officers are assigned annual bonus targets, expressed as a percent of base salary, based on each executive officer’s accountability, scope of responsibilities, and potential impact on performance, as well as peer group competitive data for similarly situated positions. The table below sets forth the target bonus for each NEO, which are the same as the target bonus opportunities in 2023:
Key Elements of Compensation
| Name | 2024 Target Bonus (% of Base Salary) | | Dr. Jorge Santos da Silva | 55% | | Matthias Bodenstedt | 50% | | Dr. Kristian Reich | 55% |
Key Elements of Compensation
Each of our named executive officers is eligible to receive a bonus based on the achievement of reasonable financial and business objectives approved by, in the case of Dr. Santos da Silva, the Board (with input from the Compensation Committee) or, in the case of Mr. Bodenstedt and Dr. Reich, the Compensation Committee (with input from Dr. Santos da Silva). The performance objectives for the named executive officers for fiscal year 2024 were (i) building the Company and its profile with key stakeholders, (ii) delivering the SLK global programs in Hidradenitis Suppurativa and Psoriatic Arthritis, and (iii) securing financial stability. As determined by the Board or Compensation Committee, as applicable, each of Drs. Santos da Silva and Reich earned a payment of CHF 519,750 and Mr. Bodenstedt earned a payment of CHF 374,063 with respect to the achievement of their respective performance objectives for fiscal year 2024, reflecting a 150% achievement of their targets. Long-Term Incentive Compensation None of the named executive officers received any equity awards in 2024. In February 2025, each of the named executive officers received an equity award in the form of either restricted stock awards or stock options, depending on the employee’s election with a grant date fair value targeted at $4 million (95,763 shares of restricted stock in the case of Dr. Santos da Silva and Mr. Bodenstedt and 139,273 stock options with an exercise price of $41.77 in the case of Dr. Reich). These equity awards will appear in the Grants of Plan-Based Awards table in next year’s proxy statement. The equity awards vest over a four-year period in equal annual installments on each anniversary of the grant date, subject, in each case, to continued service through each such vesting date.
Other Elements of Compensation
Other Elements of Compensation Benefits and Perquisites Each named executive officer is eligible to receive retirement, survivors and disability insurance, as well as accident insurance, according to Swiss law requirements. In addition, MoonLake AG has taken out daily sickness benefits insurance, and is contributing 50% of the premiums with the other 50% contributed by the employees, for Dr. Santos da Silva and Mr. Bodenstedt, providing salary continuation payments in the amount of 80% of the insured salary, which is capped at CHF 300,000, after a 30 day waiting period for a maximum of 730 days. Due to being subject to social security outside of Switzerland, Dr. Reich is not eligible for the selected insurance plan. In addition, the officers are eligible for reimbursement for justified expenses incurred in the course of their work for MoonLake AG due to travel and other expenses. The named executive officers also received housing allowances during fiscal year 2024. MoonLake AG operates a defined benefit pension plan (the “MoonLake AG Swiss Plan”) in accordance with local Swiss regulations and practices. It covers all of MoonLake AG’s employees that are subject to Swiss social security, including the named executive officers (other than Dr. Reich) and provides benefits in the event of death, disability, or retirement. MoonLake AG makes contributions to a retirement arrangement governed by German law on behalf of Dr. Reich. Dr. Reich’s retirement arrangement program is a defined contribution type structure whereby MoonLake AG makes contributions to a German government regulated pension plan. Employment and Severance Terms MoonLake AG entered into employment agreements with each of Drs. Santos da Silva and Reich on April 30, 2021, as subsequently amended on September 21, 2021 for Dr. Santos da Silva and on November 8, 2021 for Dr. Reich, and with Mr. Bodenstedt on May 10, 2021, as subsequently amended on June 22, 2021 (the “Executive Employment Agreements”, and each an “Executive Employment Agreement”). The Executive Employment Agreements are based on the same general form, and the material terms of the agreement are summarized below. The Executive Employment Agreements are governed by Swiss law. The terms of the Executive Employment Agreements with each of Dr. Santos da Silva and Mr. Bodenstedt commenced on July 1, 2021. The term of the Executive Employment Agreement with Dr. Reich commenced on May 17, 2021. The initial terms of these agreements ran through May 1, 2023, except for Mr. Bodenstedt’s agreement, which provides for an indefinite term. Under the agreements with Drs. Santos da Silva and Reich, either the executive or MoonLake AG could have terminated the Executive Employment Agreement at the end of such initial term by providing six months’ notice. Since no such notice was provided under such agreements, the terms of the Executive Employment Agreements were extended for an indefinite period, and employment will be terminable by either party by providing six months’ notice. The Executive Employment Agreement with Mr. Bodenstedt provides for termination of his employment by either party by providing six months’ notice beginning on August 31, 2022. The Executive Employment Agreements provided for initial levels of annual base salary and target bonus opportunity, which were subsequently increased. The Executive Employment Agreements also contain provisions relating to certain payments upon a termination of employment as described in further detail under the section titled “Potential Payments Upon Termination or Change of Control”. It is the Compensation Committee’s belief that the Executive Employment Agreements are necessary from a competitive perspective and contribute to the stability of the management team.
Other Policies
Other Policies Clawback Policy We have adopted an Incentive Compensation Clawback Policy, which is intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. Insider Trading Policies and Prohibitions on Hedging and Pledging We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in Company securities by the Company’s directors, officers, employees, consultants and contractors, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. Our insider trading policy prohibits our directors, officers, employees, consultants and contractors from engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions. Practices on Timing of Equity Awards We do not have any program, plan or obligation that requires us to grant equity awards on specified dates. We also do not have any program, plan or practice to time award dates of stock option grants to our executive officers in coordination with the release of material nonpublic information and typically aim to make equity grants during an open trading window. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet special retention or performance objectives. During 2024, the Compensation Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Risk Management For fiscal year 2024, the Company conducted its annual review of executive and non-executive compensation programs, with particular emphasis on incentive compensation plans and programs. Based on this review, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. Furthermore, the Compensation Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles, and pay opportunity levels for named executive officers. As a result of this evaluation, the Company concluded that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2024, 2023 and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Dr. Jorge Santos da Silva. Chief Executive Officer | 2024 | 698,245 | 574,254 | — | 109,913 | 23,626 | 1,406,038 | | | 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 | 2024 | 552,777 | 413,289 | — | 44,687 | 21,802 | 1,032,555 | | | 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 | 2024 | 698,245 | 574,254 | — | — | 30,440 | 1,302,939 | | | 2023 | 586,333 | 589,819 | — | — | 54,752 | 1,230,904 | | | 2022 | 460,275 | 632,878 | 3,362,817 | — | 109,786 | 4,565,756 |
2024 Summary Compensation Table
| (1) Represents all amounts earned as salary during the applicable fiscal year. For fiscal year 2024, 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, 2024: 1.160 USD to 1 CHF; February 29, 2024: 1.136 USD to 1 CHF; March 31, 2024: 1.112 USD to 1 CHF; April 30, 2024: 1.095 USD to 1 CHF; May 31, 2024: 1.105 USD to 1 CHF; June 30, 2024: 1.114 USD to 1 CHF; July 31, 2024: 1.132 USD to 1 CHF; August 31, 2024: 1.186 USD to 1 CHF; September 30, 2024: 1.186 USD to 1 CHF; October 31, 2024: 1.152 USD to 1 CHF; November 30, 2024: 1.135 USD to 1 CHF; December 31, 2024: 1.105 USD to 1 CHF). 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. |
2024 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 2024, the bonus amounts have been converted to USD from CHF using the exchange rate of 1.105 USD to 1 CHF as of December 31, 2024. 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. |
2024 Summary Compensation Table
| (3) For 2024 and 2023, no new share awards were granted to 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, 2024 in our Annual Report on Form 10-K for further information. |
2024 Summary Compensation Table
| (4) The amounts reported in this column represent the aggregate change in the actuarial present value of the named executive officers’ accumulated benefits under all defined benefit and actuarial pension plans in fiscal 2024. For fiscal year 2024, the amounts in this column have been converted to USD from CHF using the exchange rate of 1.105 USD to 1 CHF as of December 31, 2024. The Company qualified as a “smaller reporting company” for the years ending December 31, 2023 and 2022 and was not required to disclose amounts in this column for those periods. |
2024 Summary Compensation Table
| (5) The amounts reported for all of the named executive officers for 2024 include amounts paid as a housing allowance ($22,434 for Dr. Santos da Silva, $20,610 for Mr. Bodenstedt and $25,430 for Dr. Reich) and, for Dr. Santos da Silva and Mr. Bodenstedt, $1,192 in Company contributions to voluntary sick leave insurance premiums. For Dr. Reich, the amount reported for 2024 further includes $5,010 in Company contributions to a German government regulated pension plan. For fiscal years 2023 and 2024, these amounts have been converted to USD from CHF using the exchange rate applicable on the last day of each calendar month as described in footnote (1) above. For fiscal year 2022, the amounts have been converted to USD from CHF using the exchange rate of 1.083 USD to 1 CHF as of December 31, 2022. |
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table Our named executive officers did not receive any non-equity incentive plan awards nor any equity awards in fiscal year 2024.
Outstanding Equity Awards at 2024 Fiscal Year End Table
Outstanding Equity Awards at 2024 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards at the end of 2024 for each of our NEOs.
Outstanding Equity Awards at 2024 Fiscal Year End Table
| | Stock Awards | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Dr. Jorge Santos da Silva | January 18, 2022(3) | 91,363 | 4,947,306 | | Matthias Bodenstedt | January 18, 2022(3) | 137,044 | 7,420,933 | | Dr. Kristian Reich | January 18, 2022(3) | 91,363 | 4,947,306 |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| (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 2024 Fiscal Year End Table
| (2) Based on the closing price of $54.15 on December 31, 2024, which was the last trading day of 2024. |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| (3) Represents the remaining unvested portion of 10,000, 15,000 and 10,000 shares of MoonLake AG, respectively, for Drs. Santos da Silva and Reich and Mr. Bodenstedt purchased under the ESPP at a purchase price equal to the nominal value per share of CHF 0.10. Subject to the executive’s continued employment through each applicable vesting date, these shares vest in accordance with the following vesting schedule: (i) 25% of the shares vested on January 18, 2023 and (ii) 2.08% of the shares vest each month thereafter until fully vested. Until such shares fully vest, MoonLake AG may repurchase such shares at a repurchase price equal to such nominal value in the event the employment of the respective officer terminates. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information regarding the stock awards vested for our named executive officers during fiscal 2024. None of our named executive officers exercised any stock options during 2024.
Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dr. Jorge Santos da Silva | 83,962 | 4,067,338 | | Matthias Bodenstedt | 125,943 | 6,101,008 | | Dr. Kristian Reich | 83,962 | 4,067,338 |
Fiscal Year 2024 Pension Benefits
Fiscal Year 2024 Pension Benefits The following table sets forth the pension benefits of the named executive officers as of December 31, 2024.
Fiscal Year 2024 Pension Benefits
| Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Dr. Jorge Santos da Silva | MoonLake AG Swiss Plan | 3.5 | 573,576 | — | | Matthias Bodenstedt | MoonLake AG Swiss Plan | 3.5 | 260,581 | — |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The table below reflects the amount of compensation that would become payable to each of the named executive officers under existing plans and arrangements if that named executive officer’s employment had terminated on December 31, 2024 (pursuant to the executive’s arrangements then in effect) and/or a change of control had occurred on such date, given the named executive officer’s compensation levels as of such date and, if applicable, based on the Company’s closing stock price on that date of $54.15. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including benefits generally available to salaried employees, such as distributions under the Company’s 401(k) plan. The actual amounts that would be paid upon a named executive officer’s termination of employment can be determined only at the time of such named executive officer’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. In the event of a termination of employment by either Dr. Santos da Silva or Reich, he will be entitled to receive a prorated payment of his annual bonus based on the level of achievement through the date of termination. In the event of a termination of employment of either such executive by MoonLake AG, the board of directors of MoonLake AG will determine whether a bonus will be paid and the amount to be paid. Mr. Bodenstedt is not eligible for a bonus if at the time of the payment of the bonus, his employment is pending termination. Each of the Executive Employment Agreements includes an intellectual property assignment agreement, as well as a perpetual covenant prohibiting the officer from utilizing and disclosing confidential information, a non-competition covenant, an employee non-solicitation covenant and a customer non-solicitation covenant. For Drs. Santos da Silva and Reich, each of these covenants is in effect during the employment term and for a period of six months following a termination of employment. For Mr. Bodenstedt, the non-competition covenant is in effect during the employment term and for a period of twelve months following a termination of employment, and the employee non-solicitation covenant and the customer non-solicitation covenant are in effect during the employment term and for a period of eighteen months following a termination of employment. Such non-compete and non-solicitation covenants are referred to herein as the “post-termination restrictive covenants”. If either Drs. Santos da Silva or Reich terminates his employment, then he is entitled to receive monthly compensation during the duration of such post-termination restrictive covenants in an amount of his last monthly fixed salary (gross). If he terminates his employment without just cause, then MoonLake AG may waive its right to enforce such post-termination restrictive covenants and thereby cease making such post-termination payments to the officer. If MoonLake AG terminates the officer’s employment, then he is entitled to receive monthly compensation during the duration of such post-termination restrictive covenants in an amount of his monthly fixed salary (gross) plus an amount equal to one-twelfth of his annual target bonus. The officer would be entitled to receive such payments even if MoonLake AG waives its right to enforce the post-termination restrictive covenants. In the event an officer, including Mr. Bodenstedt, breaches his obligations under the post-termination restrictive covenants, he would owe a contractual penalty to MoonLake AG of CHF 100,000 for each individual breach. MoonLake AG would also be entitled to additional damages and to seek specific performance as a remedy. In addition, the officer would forfeit any remaining amounts that would have otherwise been payable during the duration of the post-termination restrictive covenants, and the officer would be required to repay any payments he previously received during the post-termination restrictive covenant period. If the post-termination restrictive covenants are unenforceable, lapse or are not effective under applicable law, then Drs. Santos da Silva and Reich will instead receive a severance payment equal to 50% of his then current annual gross salary (plus 50% of his annual target bonus in the event MoonLake AG is the party that terminates employment) payable ratably over the six-month post-termination period. In the event of a change in control, all unvested equity awards would vest immediately.
Potential Payments Upon Termination or Change of Control Table
Potential Payments Upon Termination or Change of Control Table
Potential Payments Upon Termination or Change of Control Table
| Name | Voluntary Termination ($) | Involuntary Termination (Without Cause or for Good Reason) not in Connection with a Change in Control ($) | Involuntary Termination in Connection with a Change in Control (#) | Change in Control ($) | | Dr. Jorge Santos da Silva | | | | | | Base Salary | 348,033 | 348,033 | 348,033 | — | | Healthcare | — | — | — | — | | Bonus | 574,254 | 430,691 | 430,691 | — | | Option Awards | — | — | — | — | | Stock Awards | — | — | 4,947,306 | 4,947,306 | | Total | 922,287 | 778,724 | 5,726,030 | 4,947,306 | | Matthias Bodenstedt | | | | | | Base Salary | — | — | — | — | | Healthcare | — | — | — | — | | Bonus | — | — | — | — | | Option Awards | — | — | — | — | | PSUs | — | — | 7,420,933 | 7,420,933 | | Total | — | — | 7,420,933 | 7,420,933 | | Dr. Kristian Reich | | | | | | Base Salary | 348,033 | 348,033 | 348,033 | — | | Healthcare | — | — | — | — | | Bonus | 574,254 | 430,691 | 430,691 | — | | Option Awards | — | — | — | — | | Stock Awards | — | — | 4,947,306 | 4,947,306 | | Total | 922,287 | 778,724 | 5,726,030 | 4,947,306 |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the annual total compensation of all of our employees (excluding our CEO, Dr. Santos da Silva), the annual total compensation of Dr. Santos da Silva, and the ratio of these two amounts. Our median employee was identified using the entire population of our employees as of December 31, 2024 based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of our employees. The CACM selected by us for our disclosure was the base salary per December 31, 2024 plus the target bonus opportunity. Based on the CACM methodology described above, we identified the median employee and calculated the fiscal 2024 compensation for this selected employee in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. The median of the annual total compensation of all our employees was $128,943. Dr. Santos da Silva’s fiscal 2024 annual total compensation as disclosed in the 2024 Summary Compensation Table was $1,406,038. As a result, our CEO to median employee pay ratio for fiscal 2024 is 10.9:1. This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements, described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our Compensation Committee for compensation-related decisions.
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 | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Loss(7) | Company- Selected Measure(8) | | | | | | | Total Shareholder Return (“TSR”)(5) | Peer Group TSR(6) | | | | 2024 | $1,406,038 | $(225,066) | $1,167,747 | $(800,701) | $548 | $80.6 | $(118,935,517) | | | 2023 | $1,198,215 | $17,019,715 | $1,061,251 | $18,652,222 | $611 | $79.8 | $(36,007,260) | | | 2022 | $4,477,381 | $2,129,527 | $5,099,113 | $3,999,495 | $106 | $74.1 | $(49,973,249) | |
Pay Versus Performance
| (1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below for the most recent fiscal year. Equity values are calculated in accordance with 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 | 2024 | | Summary Compensation Table Total | $1,406,038 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | — | | 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 | (570,103) | | Plus (less), change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | (1,003,138) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Less, change in accumulated benefits under defined benefit and actuarial pension plans reported in Summary Compensation Table | (109,913) | | Plus, aggregate defined benefit and actuarial pension plan service cost and prior service cost | 52,050 | | 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 | $(225,066) |
Pay Versus Performance
| (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are Dr. Reich and Mr. Bodenstedt. |
Pay Versus Performance
| (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, these amounts reflect “Total” as set forth in the Summary Compensation Table for each year, adjusted as shown below for the most recent fiscal year. Equity values are calculated in accordance with 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 | 2024 | | Average Summary Compensation Table Total | $1,167,747 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | — | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | — | | 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 | (712,629) | | Plus (less), average change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | (1,253,923) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Less, change in accumulated benefits under defined benefit and actuarial pension plans reported in Summary Compensation Table | (22,343) |
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2024 | | Plus, aggregate defined benefit and actuarial pension plan service cost and prior service cost | 20,447 | | 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 | $(800,701) |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock 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 peer group used for this purpose is the Nasdaq Biotechnology Index. |
Pay Versus Performance
| (7) 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. |
Pay Versus Performance
| (8) The Company does not use any financial performance measures to link executive compensation actually paid to Company performance. Consequently, no “Company Selected Measure” is included in the table above. |
Pay Versus Performance
Analysis of the Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize 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, we generally seek to incentivize long-term performance, and therefore do 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, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR Compensation Actually Paid and Net Income (Loss) Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis section, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for our short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The Company does not currently use any financial performance measures to link executive compensation actually paid to our performance. However, the most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Pay Versus Performance
| • | Delivering the SLK global programs in Hidradenitis Suppurativa and Psoriatic Arthritis including study initiation and enrolment as per plans; |
Pay Versus Performance
| • | Securing financial stability by raising capital and managing cash burn; and |
Pay Versus Performance
| • | Building the Company and its profile with key stakeholders including execution against hiring plans. |