Catherine Moukheibir
About Catherine Moukheibir
Independent director at MoonLake Immunotherapeutics since April 2022; age 65 as of April 22, 2025. She is a professional non-executive director specializing in life sciences, recognized as an SEC “audit committee financial expert.” Education: M.A. in Economics and M.B.A., Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zeltia Group | Director of Capital Markets | 2001–2007 | Led equity capital markets initiatives |
| Movetis | Chief Financial Officer | 2008–2010 | Built finance org; IPO readiness |
| Innate Pharma (Nasdaq: IPHA) | EVP, Finance & Strategy | 2011–2016 | Corporate finance, strategy |
| MedDay Pharmaceuticals | Chairman → Chief Executive Officer | 2016–2021 | Leadership and strategic turnaround |
| Citi; Morgan Stanley (London) | Executive Director, Equity Capital Markets | 1997–2001 | ECM origination/execution |
| Imperial College Business School | Advisory Board member | ~5 years | Governance advisory |
External Roles
| Organization | Role | Tenure Status | Notes |
|---|---|---|---|
| Ironwood Pharmaceuticals (Nasdaq: IRWD) | Audit Committee Chair | Since 2019; current | Ongoing audit leadership |
| Oxford Biomedica plc (OTCMKTS: OXBDF) | Director | 2022–planned step down Jun 2024 | Prior service concluded per plan |
| Biotalys (EBR: BTLS) | Director | 2021–planned step down Aug 2024 | Prior service concluded per plan |
| Prior boards | Director | Various | Ablynx; Kymab; Zealand Pharma; Creabilis; GenKyoTex; Orphazyme |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Determined independent under Nasdaq rules; qualifies as SEC “audit committee financial expert” .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings; 2024 committee meetings: Audit 4, Compensation 2, Nominating 2 .
- Board structure: Independent Chair; classified Board; supermajority requirements; plurality voting; shareholders cannot call special meetings (company-wide governance context) .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Paid quarterly in advance |
| Audit Chair retainer (cash) | $17,500 | Committee chair fee |
| Compensation Committee member retainer (cash) | $5,000 | Non-chair member fee |
| Total cash fees (2024 actual) | $62,500 | Reported in 2024 non-employee director comp table |
Performance Compensation
| Grant/Status | Date | Instrument | Quantity | Grant-date FV (USD) | Vesting/Terms |
|---|---|---|---|---|---|
| Annual director grant (2024) | Jun 6, 2024 | Options | 7,688 | $225,005 | Vest in full at earlier of 1-year anniversary, next AGM, or Change of Control; service-based |
| Annual director grant (2023) | Jun 8, 2023 | Options | 11,297 | $224,991 | Vest at earlier of 1-year anniversary or next AGM; service-based |
| Outstanding options (12/31/2024) | — | Options | 63,985 | n/a | Aggregate outstanding as of year-end |
| Exercisable within 60 days (3/15/2025) | — | Options (Class A underlying) | 48,985 | n/a | Beneficial ownership calc; <1% |
- No meeting fees; travel/misc expenses reimbursed per policy .
- Consultant: Deloitte AG engaged by Compensation Committee in 2024 for exec/director compensation advice; independence confirmed .
Other Directorships & Interlocks
- External audit chair role at IRWD may enhance audit oversight expertise at MLTX; no disclosed commercial conflicts with MLTX’s pipeline focus (dermatology/rheumatology) .
- No compensation committee interlocks; no insider participation on Compensation Committee in prior three years .
- BVF-related arrangement noted for another director (Spike Loy) but no such arrangement disclosed for Moukheibir .
Expertise & Qualifications
- Financial expert; deep ECM and CFO experience; multi-jurisdiction biotech board exposure; Yale-trained in economics and management .
Equity Ownership
| Holder | Class A Shares | Class C Shares | % Class A | % Class C | Notes |
|---|---|---|---|---|---|
| Catherine Moukheibir | 48,985 (underlying options exercisable within 60 days) | — | <1% | — | As of March 15, 2025 |
- Hedging/pledging: Company prohibits short sales, public options, hedging, and pledging by directors .
- Insider trading (MLTX): On July 3, 2025, exercised 23,500 options and sold 23,500 shares at $48.79; Form 4 filed July 7, 2025 .
| Date | Transaction | Shares | Price | Value (USD) | Source |
|---|---|---|---|---|---|
| Jul 3, 2025 | Option exercise | 23,500 | — | — | SEC Form 4 |
| Jul 3, 2025 | Sale | 23,500 | $48.79 | $1,146,565 | SEC Form 4 |
Governance Assessment
- Strengths: Independent director and Audit Chair; designated SEC financial expert; consistent committee engagement; transparent, standardized director cash/equity program; strong company say‑on‑pay support (99% in 2024) indicating broad investor confidence in compensation governance .
- Alignment: Director equity is option-based with short vest triggers to AGM/anniversary; time-based rather than performance-linked, which is typical for directors but offers limited pay-for-performance signaling; annual option grant value stable 2023–2024 (~$225k) .
- Conflicts/Red flags: No related-party transactions disclosed involving Moukheibir; company-wide anti‑hedging/pledging policy reduces alignment risk; 2025 sale of exercised shares is not unusual for diversification but modestly reduces near-term “skin-in-the-game” optics; classified board and supermajority provisions represent structural entrenchment risks at the company level, not director-specific .
Overall: Moukheibir’s audit leadership and financial expertise, independence, and attendance support board effectiveness. Lack of performance-contingent director equity and structural entrenchment features are broader governance considerations for MLTX but do not indicate director-specific conflicts based on current disclosures .