Joana Goncalves
About Joana Goncalves
Oruka Therapeutics’ Chief Medical Officer (CMO), age 51, with MBChB from the University of Cape Town; joined Pre‑Merger Oruka in April 2024 and continued as CMO post‑merger on August 29, 2024 . She previously served as CMO at Cara Therapeutics (2018–2024), senior medical affairs roles at Celgene/Bristol‑Myers (2014–2018), VP Medical Strategy at LEO Pharma (2012–2014), and earlier roles at Novartis (2001–2012) focused on dermatology programs including Otezla . Oruka is a pre‑revenue, clinical‑stage biotech; 2024 net loss was $83.7 million and cumulative TSR on the pay‑versus‑performance table was 109.89, framing execution performance context in her tenure’s first year . 2024 corporate goals (preclinical progress on ORKA‑001/002 and funding) were assessed at 125% of target, driving above‑target cash incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cara Therapeutics (NASDAQ: CARA) | Chief Medical Officer | 2018–Apr 2024 | Led regulatory interactions, investor/scientific communications; built multi‑functional teams; dermatology clinical strategy |
| Celgene (later BMS) | VP, Medical Affairs (Dermatology & Neurology) | 2014–2018 | Planned/executed medical support incl. Otezla® (psoriasis) programs |
| LEO Pharma Inc. (US) | VP, Medical Strategy & Scientific Affairs | 2012–2014 | Dermatology medical strategy leadership |
| Novartis Pharmaceuticals | Various medical roles | 2001–2012 | Worked across multiple therapeutic areas; foundation in clinical development ops |
| Oruka Therapeutics (pre‑merger) | Chief Medical Officer | Apr 2024–Aug 2024 | Stood up dermatology portfolio; transitioned through merger to public company |
External Roles
No public company board directorships disclosed in the proxy or 10‑K biographies for Dr. Goncalves .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $460,000 | Established at Pre‑Merger Oruka; as of Dec 31, 2024 |
| Target Bonus % | 40% of base | Set at hire; pro‑rated for 2024 based on start date |
| Actual Annual Bonus (2024) | $162,132 | Driven by 125% corporate goal achievement; pro‑rated |
| Sign‑On Bonus | $100,000 | Subject to repayment if termination for cause or resignation without good reason before Apr 18, 2025 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (preclinical progress on ORKA‑001/002; Phase 1 starts/regulatory progress; funding adequacy) | Not disclosed (heavily weighted) | 100% | 125% | $162,132 cash (pro‑rated) | Cash (no vesting) |
Equity Awards and Vesting
| Award Type | Grant Date | Shares | Exercise Price | Expiration | Initial Vest | Schedule |
|---|---|---|---|---|---|---|
| Stock Options | Oct 30, 2024 | 228,563 | $6.84 | Oct 30, 2034 | 25% on Apr 18, 2025 | Monthly thereafter through Apr 18, 2028 |
| Compensatory Warrant | Jul 14, 2024 | 199,992 | $7.80 | Jul 14, 2034 | 25% on Apr 18, 2025 | Monthly thereafter through Apr 18, 2028 |
Notes:
- Options/warrants were unexercisable at 12/31/2024; vesting begins Apr 18, 2025 and continues monthly to Apr 18, 2028 .
- 2024 “Option Awards $” shows $0 for Dr. Goncalves as that column reflects incremental fair value from ARCA option accelerations (not applicable to her) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 10,347 shares; includes 191 common shares and 10,156 shares issuable upon options vesting within 60 days of Feb 15, 2025; <1% of outstanding |
| Vested vs Unvested (12/31/2024) | All disclosed options/warrants unexercisable (vesting starts Apr 18, 2025); no vested options/warrants at year‑end |
| Upcoming Vest Events | 25% cliff on Apr 18, 2025; monthly thereafter through Apr 18, 2028 for both awards |
| Pledging/Hedging | Company policy prohibits short sales, publicly traded options/derivatives, hedging transactions, margin accounts, and pledges; reduces alignment risk |
| Stock Ownership Guidelines | Not disclosed for executives in proxy |
Employment Terms
| Term | Provision |
|---|---|
| Employment Start | Pre‑Merger Oruka Apr 2024; continued as CMO post‑merger Aug 29, 2024 |
| Employment Nature | At‑will; standard invention assignment, confidentiality, non‑competition and non‑solicitation agreements |
| Severance (non‑CIC) | 12 months base salary + up to 12 months company‑paid COBRA; release required |
| Change‑in‑Control (CIC) Severance | Double‑trigger: if involuntary termination within 3 months before or 12 months after CIC → 1.0x (base + target bonus) + up to 12 months COBRA + full acceleration of all equity |
| Death/Disability | Full acceleration of equity |
| Clawback (Recoupment) | Nasdaq 5608‑compliant policy; recover excess incentive‑based compensation for 3 prior fiscal years after required restatement |
| Cause/Good Reason | Defined in offer letters/policy; includes dishonest acts, felony, failure to perform (with cure), gross negligence; Good Reason includes material diminution in pay/duties/location, failure to assume agreement, or material breach (with notice/cure) |
Compensation Committee Analysis
- Committee members: Chair—Cameron Turtle; Members—Peter Harwin, Samarth Kulkarni; 3 meetings since merger .
- Independent consultant: Alpine Rewards LLC engaged in 2024; committee determined no conflicts of interest .
- Insider trading policy and governance: strict prohibitions on hedging/pledging; independent board majority; classified board and supermajority provisions outlined .
Investment Implications
- Pay-for-performance alignment: Above‑target bonus (125%) tied to preclinical/regulatory milestones and funding, which matches near‑term value creation levers in a pre‑revenue biotech .
- Retention and selling pressure: Two sizable equity awards with 25% cliff vest on Apr 18, 2025 and monthly vesting through 2028 could incrementally add potential supply at trading windows; however, strict insider trading/hedging/pledging prohibitions moderate leverage and speculative activity risk .
- Alignment via equity: Significant unvested options/warrants with multiyear vesting schedule create long‑term alignment; CIC terms are shareholder‑friendly double‑trigger with full equity acceleration, standard severance multiple (1.0x base+target for non‑CEO), and clawback protection .
- Execution risk context: Company remains pre‑revenue; 2024 net loss ($83.7mm) and high TSR (109.89) reflect investor expectations ahead of clinical readouts—comp structure tilts toward milestones in ORKA‑001/002; failure to extend half‑life or achieve efficacy would pressure future payouts and retention .