Dave Lemus
About Dave Lemus
Independent non-executive director at Silence Therapeutics since June 2018; age 62 (as of the 2025 proxy). Career finance/operator with prior CFO/COO roles, CEO experience, and IPO execution; M.S. (MIT), B.S. (University of Maryland), and active CPA (Maryland). Board-designated “audit committee financial expert.” Reappointed by shareholders at the June 26, 2025 AGM.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| miRecule Inc. | Chief Operating Officer; Chief Financial Officer; Director | Present | Active operator and director; external to SLN |
| Ironshore Pharmaceuticals Inc. | Chief Executive Officer | Prior | CEO experience |
| Medigene AG | Chief Operating Officer & Chief Financial Officer | Prior | Dual COO/CFO responsibilities |
| Sigma Tau Pharmaceuticals, Inc. | Chief Executive Officer | Prior | CEO experience |
| MorphoSys AG | Chief Financial Officer; EVP | 13 years; led Germany’s first biotech IPO (1999) | Capital markets/IPO leadership |
External Roles
| Organization | Role | Status | Public/Private | Potential Interlocks/Notes |
|---|---|---|---|---|
| miRecule Inc. | COO, CFO, Director | Current | Private | No related-party transactions disclosed with SLN |
| BioHealth Innovation, Inc. | Director | Current | Non-profit/Private | Governance network role |
| Sorrento Therapeutics Inc. (OTC: SRNEQ) | Non-executive director | Prior | Public (OTC) | Prior public company directorship |
Board Governance
- Independence: Determined independent by SLN’s Board under Nasdaq standards.
- Committee assignments (2024–2025): Audit & Risk Committee Chair; member of Remuneration and Nominations Committees. Remuneration Committee chair role transitioned to Tim McInerney on May 5, 2025; Lemus remains a member.
- Financial expert: Designated “audit committee financial expert” with requisite financial sophistication.
- Board activity/attendance: Board met 11 times in 2024; each director attended ≥75% of board and committee meetings. Independent directors held 11 executive sessions.
- Re-appointment vote (AGM 2025): 77,007,634 For; 28,445 Against; 1,221,309 Abstain. Strong shareholder support.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual director service retainer (cash) | $38,000 | Applicable to non-executive directors |
| Audit & Risk Committee Chair fee | $16,000 | In lieu of member fee |
| Remuneration Committee member fee | $5,000 | Member fee |
| Nominations Committee member fee | $0 | No fee disclosed for Nominations members |
| Total fees earned in 2024 (Lemus) | $59,000 | Matches $38k + $16k + $5k |
Notes:
- No pension benefits or cash in lieu for non-executive directors.
- Appointment letters allow termination on notice and set conduct/conflict standards.
Performance Compensation
| Equity Element | 2024 Grant (Lemus) | Vesting | Valuation/Terms | Change in Control Treatment |
|---|---|---|---|---|
| Stock options (non-exec) | $157,065 grant-date fair value | Generally monthly over 36 months | Exercise price = FMV on grant date; 10-year term | Full vesting for non-exec directors who remain service providers until immediately prior to a Change in Control |
| Options outstanding (12/31/2024) | 144,000 options | — | Outstanding as of year-end | — |
Additional detail:
- Non-executive annual grants historically in Q1; 2024 grant date April 1, 2024.
- Equity under Non-Employee Sub-Plan to the 2023 Equity Incentive Plan.
Other Directorships & Interlocks
| Company | Current/Former | Committee Roles Elsewhere | Potential Conflicts with SLN |
|---|---|---|---|
| miRecule Inc. | Current | Not disclosed | No SLN related-party transactions disclosed involving Lemus |
| BioHealth Innovation, Inc. | Current | Not disclosed | None disclosed |
| Sorrento Therapeutics Inc. | Former | Non-exec director | None disclosed |
Expertise & Qualifications
- Finance and capital markets expertise (CFO/EVP; IPO leadership), operator experience (COO/CEO).
- Board-designated audit committee financial expert.
- Education: M.S. (MIT), B.S. (University of Maryland); active CPA (Maryland).
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (ordinary shares) | 108,861 (consists of 7,527 shares held and 101,334 options exercisable within 60 days of March 31, 2025) |
| Percent of shares outstanding | Less than 1% |
| Options exercisable within 60 days (3/31/2025) | 101,334 |
| Options outstanding (12/31/2024) | 144,000 |
Alignment policies:
- No stock ownership guidelines for directors or employees; no policy expressly limiting hedging or pledging.
- Company maintains a comprehensive clawback policy.
Governance Assessment
Strengths
- Independent director with deep finance and biotech operating experience; designated audit committee financial expert; chairs Audit & Risk Committee.
- Committee engagement across audit, remuneration, and nominations; strong re-appointment support at AGM 2025.
- Robust Board/committee workload with ≥75% attendance across directors; 11 independent director executive sessions in 2024.
- Shareholder endorsement of 2024 directors’ remuneration report; Say-on-Pay supported.
Risks / RED FLAGS to monitor
- No director stock ownership guidelines and no explicit anti-hedging/pledging policy; potential misalignment/optics risk.
- Low personal ownership (<1%); common for small-cap biotech NEDs but can be perceived as limited “skin-in-the-game.”
- Multiple external responsibilities (operator + board roles) could pose time-allocation/perceived conflict risks; however, no related-party transactions are disclosed and Board affirms independence.
Supporting Votes/Policies (Context)
| AGM 2025 Resolution | Result (For/Against/Abstain) |
|---|---|
| Re-appoint Dave (David) Lemus as director | 77,007,634 / 28,445 / 1,221,309 |
| Say-on-Pay (NEO compensation) | 70,771,045 / 3,076,664 / 4,409,679 |
| Directors’ U.K. remuneration report (advisory) | 70,798,897 / 1,838,213 / 5,620,278 |
Notes on Related-Party Exposure
- Proxy describes related-person transactions ≥$120,000 since Jan 1, 2023; none disclosed involving Lemus.
Committee Composition Snapshot (2024/early-2025)
| Committee | Role (Lemus) | Notes |
|---|---|---|
| Audit & Risk | Chair | Financial expert; oversees audit firm, controls, risk |
| Remuneration | Member | Chair role moved to Tim McInerney on May 5, 2025 |
| Nominations | Member | Governance/succession focus |
All citations: SLN DEF 14A (May 16, 2025) and SLN 8-Ks (May 6, 2025; June 27, 2025).