Independent
Tenure on this board
4.2 yrs
1 nominee · 4 ballot items.
Elect one Class I director (Spike Loy); ratify Baker Tilly as independent auditor for 2026; approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and approve an amendment and restatement of the Company’s 2022 Equity Incentive Plan to increase available shares and make related changes.
Elect Spike Loy as Class I director to serve until the 2029 Annual General Meeting.
Ratify, by ordinary resolution, the selection of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding ‘say-on-pay’ proposal asks shareholders to approve the overall compensation of the named executive officers as disclosed in the proxy statement. Management and the Compensation Committee frame this vote as a means for shareholders to express their views on the company’s executive pay philosophy, practices, and outcomes; the Committee states it will consider the result when setting future compensation. Contextually, MoonLake is a clinical-stage, pre-revenue biotech making substantial equity grants (targeted ~ $4 million grant date fair value per NEO in 2025) to align management with long-term shareholder value and to retain key talent ahead of a planned BLA and commercial launch activity. While the vote is advisory and cannot compel changes, a negative result could trigger governance pressure, prompt more shareholder engagement, and influence future pay design or disclosures. The Board emphasizes that the program balances base salary, at-risk short-term incentives (which were voluntarily waived in 2025), and long-term equity awards to align incentives, and highlights Governance features such as clawback policy and independent consultant input. Shareholders may focus on the magnitude and mix of equity awards, vesting schedules, and the company’s use of equity to conserve cash, particularly given the company’s biopharma peer benchmarking and recent capital raises and debt facility. The Compensation Committee’s favorable view and prior strong shareholder support (99% in 2025) suggest management expects continued endorsement, but the advisory nature means sustained engagement and transparency remain important. In evaluating merits, an analyst should weigh retention needs and competitive market pressures against dilution and pay-for-performance alignment, especially as the company approaches regulatory and commercialization milestones.
Approve an amendment and restatement of the 2022 Equity Incentive Plan to increase the share pool by 5,000,000 shares, remove liberal share recycling, add a one-year minimum vesting requirement, revise non-employee director compensation limits, specify change-in-control treatment, extend the plan term to June 4, 2036, and make other administrative changes.
This management proposal requests shareholder approval to amend and restate the company’s 2022 Equity Incentive Plan to add 5,000,000 Class A Ordinary Shares and to implement several governance and operational changes (remove liberal share recycling, add one-year minimum vesting, revise non-employee director limits, specify change-in-control treatment, extend plan term to June 4, 2036, and other administrative updates). Management frames the request as necessary to preserve the company’s ability to grant equity awards that are central to its compensation and retention strategy in a competitive biotech labor market, noting limited remaining shares and forecasting that the increase will fund grants for approximately 3–5 years. The Board weighs dilution (estimated at ~6.2% as of April 1, 2026) against peer group benchmarks and growth needs and concludes the amendment is reasonable and in shareholders’ best interests. The removal of liberal share recycling is shareholder-friendly because it limits potential reissuance of recycled shares compared with some liberal-recycling plans, while the one-year minimum vesting aligns with evolving governance best practices to prevent rapid re-grants. The proposal’s operational provisions—specifying change-in-control treatment and updating non-employee director caps—clarify post-transaction outcomes and place caps on director compensation, which may mitigate governance concerns. Potential shareholder concerns include the absolute size of the requested increase and the longer-term dilution impact if future increases are requested; an analyst should model the projected dilution under plausible grant pacing scenarios against peer practices. Overall, the Board’s rationale emphasizes talent retention ahead of key regulatory and commercial milestones, and the recommendation to vote FOR reflects the view that equity awards are essential to execute the company’s strategy while maintaining competitive compensation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BVF INC/IL | 21.74% | 16,001,284 | $298M |
| 2 | Deep Track Capital, LP | 8.71% | 6,408,863 | $119M |
| 3 | Cormorant Asset Management, LP | 6.09% | 4,480,433 | $84M |
| 4 | JANUS HENDERSON GROUP PLC | 4.67% | 3,440,528 | $64M |
| 5 | D. E. Shaw Co., Inc.Activist | 3.25% | 2,390,661 | $45M |
| 6 | MPM BioImpact LLC | 2.46% | 1,811,082 | $34M |
| 7 | Weiss Asset Management LP | 2.32% | 1,708,328 | $32M |
| 8 | Logos Global Management LP | 2.04% | 1,500,000 | $28M |
| 9 | Point72 Asset Management, L.P.Activist | 1.86% | 1,368,518 | $26M |
| 10 | CITADEL ADVISORS LLC | 1.80% | 1,323,728 | $25M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.