Spike Loy
About Spike Loy
Spike Loy (age 44 as of April 22, 2025) is an Independent Director of MoonLake Immunotherapeutics (MLTX), serving since April 2022; he also sits on the board of MoonLake AG (subsidiary) since May 2021. He is a Managing Director at BVF Partners L.P. (since August 2009), and holds a J.D. from Harvard Law School and a B.A. in Human Biology with a minor in Economics from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GH Research PLC (Nasdaq: GHRS) | Director | Oct 2020 – Mar 2022 | Biopharma board experience |
| MoonLake AG (subsidiary) | Director | May 2021 – present | Governance liaison to subsidiary board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BVF Partners L.P. | Managing Director | Aug 2009 – present | BVF is MLTX’s largest holder; see interlock note below |
| Private biopharma companies | Director | Ongoing | Multiple private boards (not named) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not a chair on any committee .
- Independence: Board determined Loy is independent under Nasdaq rules; Audit and Compensation membership also meet the stricter independence criteria .
- Attendance and engagement: Board met 4 times in 2024 (and 9 times in 2023); each director attended at least 75% of aggregate Board/committee meetings in periods served .
- Governance structure context: MLTX has a classified board, supermajority vote requirements to amend MAA/remove directors, plurality voting for directors, and no special shareholder-called meetings between AGMs .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board cash retainer (program) | $40,000 | $40,000 |
| Audit Committee member cash retainer (program) | $7,500 | $7,500 |
| Compensation Committee member cash retainer (program) | $5,000 | $5,000 |
| Chair premiums (for reference; not applicable to Loy) | Audit Chair $17,500; Comp Chair $12,000; Board Chair $35,000 | Audit Chair $17,500; Comp Chair $12,000; Board Chair $35,000 |
| Fees earned or paid in cash (actual) | $52,500 | $52,500 |
| Total director compensation (cash + equity) | $277,491 | $277,505 |
Performance Compensation
| Equity Award Details | 2023 | 2024 |
|---|---|---|
| Option grant date | Jun 8, 2023 | Jun 6, 2024 |
| Options granted (shares) | 11,297 | 7,688 |
| Fair value at grant (Black-Scholes) | $224,991 | $225,005 |
| Vesting terms | Vests in full on earlier of 1-year anniversary or next AGM; or upon Change of Control; service requirement | Same vesting terms; service requirement |
| Meeting fees | None disclosed; program uses retainers | None disclosed; program uses retainers |
- No director-specific performance metrics tied to pay were disclosed; director equity is time-based (or AGM-date) vesting, with Change of Control acceleration .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| GH Research PLC | Prior public company directorship | Director Oct 2020 – Mar 2022 |
| MoonLake AG | Subsidiary board | Director since May 2021; reimbursed for MoonLake AG board-related expenses |
| BVF Partners L.P. | Interlock | Loy is Managing Director; BVF-managed funds own ~31.1% of Class A (as of Mar 15, 2025); Loy must transfer to BVF Partners L.P. the economic benefit upon sale of shares issued from his option exercises |
Expertise & Qualifications
- Capital markets and life sciences investing expertise from BVF; biopharma board experience; legal training (Harvard J.D.) and scientific undergraduate background (Stanford Human Biology; Economics minor) .
Equity Ownership
| Metric | Mar 15, 2024 | Mar 15, 2025 |
|---|---|---|
| Class A shares (direct/indirect) | 11,297 (all underlying options exercisable within 60 days) | 18,985 (all underlying options exercisable within 60 days) |
| % of Class A | <1% | <1% |
| Class C shares | — | — |
| Shares pledged | None disclosed; company policy prohibits hedging/pledging | |
| Economic benefit assignment | Obligated to transfer economic benefit from option-exercised shares to BVF Partners L.P. |
Governance Assessment
- Committee effectiveness: Dual membership on Audit and Compensation places Loy at the center of financial reporting oversight and pay-setting governance; Audit has 4 meetings in 2024 and Compensation 2, indicating active oversight cadence . Independence criteria are met for both committees .
- Independence vs interlocks: Board classifies Loy as independent, but his senior role at BVF Partners and contractual assignment of option economics to BVF creates a material interlock with MLTX’s largest shareholder, posing a perceived conflict and alignment toward a controlling holder rather than broad minority shareholders (RED FLAG) .
- Attendance: Meets the “≥75%” attendance threshold; no low-attendance risk noted .
- Director pay mix: Stable cash retainers and annual option grants with time-based vesting; no meeting fees; structure is typical but lacks performance-linked metrics for directors .
- Compensation committee practices: Use of an independent consultant (Deloitte AG) and no compensation interlocks among committee members reduces pay-setting conflicts .
- Policy safeguards: Clawback policy for incentive compensation (company-wide); prohibitions on hedging/pledging; formal related party transaction policy with Audit Committee review .
RED FLAGS:
- Managing Director of BVF Partners, with BVF at ~31% ownership and a contractual obligation for Loy to transfer option economics to BVF, indicates a strong sponsor-shareholder interlock that can challenge perceived independence and minority shareholder alignment .
WATCH ITEMS:
- Continued monitoring of related party review processes and disclosures regarding any BVF-related transactions; ensure Audit Committee oversight remains robust .
- Director equity remains options with time-based vesting; absence of performance-conditioned director equity is typical, but alignment should be evaluated given the BVF economics assignment .