Jorge Santos da Silva
About Jorge Santos da Silva
Dr. Jorge Santos da Silva, 48, is the co‑founder and Chief Executive Officer (CEO) of MoonLake Immunotherapeutics (MLTX) and has served as CEO and a director since April 2022; he previously served as CEO of MoonLake AG starting July 2021. He holds a Ph.D. in Neuronal Cell Biology (University of Turin), a B.Sc. in Molecular Biology (University of Glasgow), and completed a postdoctoral fellowship at Cold Spring Harbor Laboratory; prior to MoonLake he was a Senior Partner at McKinsey & Company leading its Pharmaceutical & Medical Products, Biotech, and Biosimilars practices (2007–2021) . During his tenure, MLTX’s cumulative TSR rose to a $548 value on a $100 initial investment from 12/31/2021 to 12/31/2024, while reporting 2024 net loss of $(118,935,517) as the company executed multiple Phase 3 program initiations and progressed sonelokimab (SLK) toward a planned first BLA in 2026 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MoonLake Immunotherapeutics | Chief Executive Officer; Director | Apr 2022–present | Led transition to late‑stage biotech; advanced SLK into multiple Phase 3 programs and expanded pipeline trials . |
| MoonLake AG | Co‑founder; Chief Executive Officer | Jul 2021–Apr 2022 | Assembled team and secured SLK license; guided SPAC business combination . |
| McKinsey & Company | Senior Partner; Practice Leader (Pharma & Med Products, Biotech, Biosimilars) | 2007–2021 | Advised biopharma on strategy, R&D, BD/M&A and commercialization globally . |
| Cold Spring Harbor Laboratory | Postdoctoral Fellow | Prior to 2007 | Neuroscience research; academic credentials underpinning scientific credibility . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Minho School of Medicine (Portugal) | Professor and Board Advisor | Not disclosed | Academic and advisory role alongside CEO duties . |
Board Governance & Director Service
- Board service: Director since April 2022; currently a Class III director nominee (2025), standing for a term through 2028 if elected .
- Independence and roles: Not independent due to employment; serves on no board committees. Independent Chairperson role is separate (Simon Sturge), and independent directors meet in executive session at each regular meeting .
- Committee composition (2024): Audit (Moukheibir—Chair; Sturge; Loy), Compensation (Phillips—Chair; Moukheibir; Loy), Nominating (Sturge—Chair; Phillips) .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024 .
- Dual‑role implications: CEO is not Chair, mitigating concentration of power; however, MLTX maintains a classified board and certain supermajority provisions, which can entrench governance relative to best practices .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (USD) | $586,333 | $698,245 (annual salary earned; 2024 salary level set at $696,066 as of Dec 31 after a 5% increase) |
| Target bonus (% of base) | 55% | 55% |
| Actual bonus paid (USD) | $589,819 | $574,254 (reflects 150% of target in CHF converted to USD) |
| Pension change (USD) | — | $109,913 (change in pension value) |
| Select perquisites (USD) | $22,063 | $23,626 (incl. $22,434 housing; $1,192 sick‑leave insurance contribution) |
| CEO pay ratio | — | 10.9:1 (2024) |
Notes: 2024 base salary levels were increased 5% YoY in local currency for NEOs; annual bonuses paid at 150% of target based on goal achievement .
Performance Compensation
| Annual bonus design (2024) | Details |
|---|---|
| Performance metrics | (i) Build company profile; (ii) Deliver SLK programs in HS and PsA; (iii) Secure financial stability (capital raising and cash burn) . |
| Target and payout | CEO target 55% of salary; 2024 payout approved at 150% of target (CEO bonus: $574,254) . |
| Discretion | Committee/Board discretion applied based on goal achievement; Deloitte served as independent compensation consultant . |
| Equity awards | Grant date | Instrument | Amount | Vesting | Notes |
|---|---|---|---|---|---|
| Employee Share Participation Plan (ESPP) shares (MoonLake AG → MLTX exchange) | Jan 18, 2022 | Restricted shares | Remaining unvested 91,363 MLTX shares as of 12/31/2024 | 25% on 1/18/2023; then 2.08% monthly until fully vested; company repurchase right at CHF 0.10 if employment terminates before vest . | Market value $4,947,306 at $54.15 on 12/31/2024 . |
| 2025 LTI award | Feb 2025 | Restricted Stock | 95,763 shares | Four equal annual installments on each anniversary of grant date, subject to service . | CEO‑elected RS versus options; aligns with retention and downside protection . |
| 2024 equity grant activity | Outcome |
|---|---|
| New equity awards to CEO | None granted in 2024 . |
| Stock vested in 2024 | 83,962 shares vested; “value realized” on vesting $4,067,338 (reporting value; not necessarily sales) . |
| Option exercises in 2024 | None by NEOs . |
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Beneficial ownership | 3,078,577 Class A shares (4.9% of Class A), 196,316 Class C shares (26.9% of Class C); total voting power 5.1% as of March 15, 2025 . |
| Vested vs unvested | Unvested 91,363 shares from 2022 ESPP grant remained at 12/31/2024; 2025 RSA of 95,763 shares will vest over 4 years . |
| Options | No CEO option grants in 2024; 2025 award was restricted stock; no 2024 option exercises . |
| Pledging/hedging | Prohibited by policy (no hedging or pledging of company stock) . |
| Ownership guidelines | Not disclosed in the proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | MoonLake AG executive employment agreement dated Apr 30, 2021; term commenced Jul 1, 2021; initial term extended to indefinite after no termination notice; 6‑month notice period for termination by either party . |
| Non‑compete / non‑solicit | In effect during employment and 6 months post‑termination; violation triggers CHF 100,000 penalty per breach plus damages; company may seek specific performance . |
| Post‑termination compensation | During restrictive covenant period: if executive resigns, paid monthly equal to last monthly salary; if company terminates, paid monthly equal to salary plus one‑twelfth of annual target bonus . |
| Change‑in‑control | All unvested equity awards vest immediately upon a change of control . |
| Sample potential payouts (12/31/2024 assumptions) | Voluntary termination: $348,033 (salary during covenant) + $574,254 (bonus proration) = $922,287; Involuntary (w/o cause): $348,033 + $430,691 = $778,724; Involuntary in CoC: adds full stock award vesting value $4,947,306 (CEO); standalone CoC: $4,947,306 equity acceleration . |
| Clawback | Nasdaq 5608‑compliant clawback on incentive compensation after restatements . |
| Gross‑ups | No excise tax gross‑ups . |
| Benefits/perqs | Swiss benefits; housing allowance $22,434 (2024); company contributions to voluntary sick‑leave premiums $1,192 (2024) . |
| Pension | MoonLake AG Swiss Plan; 3.5 years credited service; present value $573,576 (CEO) as of 12/31/2024 . |
Performance & Track Record
| Area | 2024 highlights |
|---|---|
| Clinical/regulatory | Advanced SLK into Phase 3 programs (HS VELA, PsA IZAR), initiated additional trials (VELA‑TEEN, LEDA, S‑OLARIS); positive 24‑week ARGO Phase 2 PsA data; completed EoP2 interactions with FDA/EMA . |
| Financing/operations | Raised $52.5M; scaled workforce from ~50 to ~100; projected runway to at least end of 2026 . |
| TSR | $100 → $548 cumulative TSR through 12/31/2024; peer group TSR (NBI) value $80.6 over same horizon . |
| Profitability | Net loss $(118,935,517) in 2024 consistent with pre‑revenue, late‑stage biotech investment phase . |
Compensation Committee and Peer Group
- Compensation Committee: Dr. Andrew Phillips (Chair), Catherine Moukheibir, Spike Loy; Deloitte AG engaged as independent consultant (committee independence assessed) .
- 2024 Peer group used for benchmarking included Immunovant, Bicycle Therapeutics, Acelyrin, Rapt Therapeutics, DICE Therapeutics, Vera Therapeutics, Verona Pharma, Pharvaris, Summit Therapeutics, Aclaris, Protagonist Therapeutics, among others, selected by market cap and headcount criteria .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 99% approval; no program changes were made as a result .
Risk Indicators & Red Flags
- Positive alignment signals: Significant founder‑level ownership (5.1% voting power), material unvested equity and new 2025 RSAs; clawback policy; no hedging/pledging; no tax gross‑ups; independent board chair; strong 2024 say‑on‑pay result .
- Potential concerns to monitor: Classified board and supermajority provisions can entrench governance; single‑trigger equity acceleration on change in control; ongoing monthly vesting from 2022 grant and annual vesting from 2025 RSAs could create periodic supply/insider liquidity windows (though sales are policy‑controlled) .
- Related parties: No CEO‑specific related party transactions disclosed; company maintains RPT policy; legacy license with Merck KGaA Darmstadt (MHKDG) includes milestones and royalties .
Investment Implications
- Pay for performance: 2024 cash incentives tied to operational milestones (150% payout) appear aligned with tangible execution (Phase 3 initiations, financing, org scale‑up); equity mix emphasizes RSAs (CEO) for retention and downside protection vs options (CSO), signaling confidence but also a shift toward lower‑risk equity for top leadership .
- Retention and overhang: CEO’s substantial beneficial ownership, remaining unvested 2022 shares, and new 2025 RSAs create strong retention hooks; however, vesting cadence suggests periodic potential insider selling pressure near vest dates, subject to trading windows and policy .
- Governance balance: Separation of Chair/CEO and independent committees mitigate dual‑role concerns; nonetheless, the classified board and supermajority protections warrant ongoing monitoring from an active governance investor perspective .
- Transaction incentives: Single‑trigger acceleration of equity at change of control could be value‑accretive if strategic optionality emerges; investors should weigh this against dilution and overhang dynamics .