Jonathan Wolin

About Jonathan Wolin

Jonathan S. Wolin is Chief of Staff, General Counsel, and Chief Compliance Officer at Jaguar Health. He joined Jaguar in November 2018 and was promoted to Chief of Staff and General Counsel in September 2019; prior roles include Chief Administrative Officer and Chief Compliance Officer in healthcare services and diagnostics. He holds a J.D. (Catholic University), M.B.A. (George Washington University), and B.S. in Accounting (University of Maryland); age 62 as of May 13, 2024 . Company pay-versus-performance disclosures are provided in recent proxies, but executive-specific TSR/revenue/EBITDA performance metrics tied to Wolin’s pay are not detailed in filings we reviewed .

Past Roles

External Roles

Fixed Compensation

• Target bonus: 40% of base salary (offer/promotion letters) .
• Base salary progression (latest increase): Effective Oct 1, 2024 increased from $396,520 to $412,777 .

Notes:

• One-time tax reimbursement (aggregate across award recipients) approved April 2022 related to 2021 awards vesting; amount estimated at $24,124 (indicative of tax gross-up style reimbursement, though not a parachute gross-up) .

Performance Compensation

• Equity awards (grant values reported in SCT):
  • Stock awards: $101,652 (2022), $105,176 (2023), $6,349 (2024) .
  • Option awards: $0 (2022), $0 (2023), $47,771 (2024) .
• Time-based RSUs granted March 28, 2022: 196,018 RSUs to Wolin; vest ratably annually over 3 years beginning May 17, 2023 (continued employment requirement) .
• Performance RSUs disclosed for CEO only (clinical milestones); none for Wolin in that 2022 grant .
• Filings do not disclose annual bonus performance metric weightings/targets for Wolin; bonuses are determined based on company and individual performance .

Equity Ownership & Alignment

• Total beneficial ownership (as of Oct 31, 2025): 37,487 shares; less than 1% of outstanding .
• Breakdown (as of Oct 31, 2025):
  • Common shares owned: 197
  • Options exercisable within 60 days: 612 (WAE strike $32.25)
  • Warrants: 9,000 (exercise $5.43); 18,262 (exercise $2.70)
  • Convertible note: 9,416 shares at conversion price $5.555
• Shares outstanding on Record Date: 3,735,835 common shares .

Alignment signals:

• No pledging/hedging disclosures specific to Wolin found; company adopted a clawback policy compliant with SEC/Nasdaq (Oct 2023) .

Employment Terms

• Offer/promotion: Hired Nov 28, 2018; base salary initially $260,000; promotions and salary steps in 2019–2022; target bonus 40% of base .
• Severance (Change-in-Control related):
  • If terminated without Cause or for Good Reason within 3 months following a Change-in-Control: 12 months base salary; 12 months COBRA premium coverage; acceleration of all unvested stock options and RSUs; option exercise window extended to one year post-termination; subject to release .
  • Equity acceleration provision: All stock options and RSUs for current NEOs vest and become exercisable upon a Change-in-Control (single-trigger equity acceleration) .
• Clawback: Company clawback policy adopted to comply with SEC/Nasdaq standards; recovery of incentive-based compensation upon qualifying restatements .

Compensation Structure Analysis

• Cash vs equity mix: 2024 compensation includes salary ($400,584), modest bonus ($58,935), and smaller equity grant values vs prior years (stock awards $6,349 vs $105,176 in 2023; options $47,771 vs $0 in 2023) . This indicates reduced equity intensity year-over-year.
• Guaranteed vs at-risk: Target bonus remains at 40% of base; actual bonuses vary (no payout in 2023 vs payout in 2022/2024), suggesting at-risk cash component tied to performance determinations .
• Equity award modifications: Unvested options granted April 5, 2021 were surrendered and canceled Dec 27, 2022 (company paid $300 to each NEO); repricing was not disclosed, but cancellation with nominal consideration is unusual and merits monitoring .

Risk Indicators & Red Flags

• Potential selling pressure catalysts: Multiple exercisable warrants at low strikes ($2.70 and $5.43) and convertible note shares could become saleable upon price strength or liquidity events; monitor Form 4s for activity. Latest beneficial breakdown disclosed; no actual trades provided in filings reviewed .
• Dilutive capital structure context: Company has engaged in multiple preferred/warrant financings and reverse splits historically; broader dilution risk highlighted in proxies (PIPE and Series N exchanges) though not specific to Wolin .
• Clawback policy mitigates restatement-related incentive risk .

Equity Ownership & Alignment

• Ownership guidelines/pledging: No specific executive stock ownership guidelines, pledging or hedging disclosures for Wolin identified in documents reviewed; compliance status not disclosed .
• Vested vs unvested: Filings provide counts exercisable within 60 days and instruments; detailed unvested breakdown not disclosed for Wolin .

Performance & Track Record

• Tenure-linked stock performance: Pay-versus-performance discussion present, but specific TSR figures by executive are not itemized in extracts; company provides PVP tables per Item 402(v) .
• Achievements/controversies: Not specifically attributed to Wolin in reviewed documents; role implies oversight of legal/compliance and governance .

Investment Implications

• Alignment: Wolin’s personal beneficial ownership is <1% of outstanding shares, limiting direct equity alignment; however, equity acceleration on CoC and severance structure create modest protection without excessive cash multiples (1x base salary) .
• Retention risk: Target bonus (40%) plus annual base progression and standard severance suggest balanced retention levers; absence of long-dated performance equity (PSUs) for Wolin reduces direct linkage to value-creation outcomes .
• Trading signals: Presence of low-strike warrants and convertible note shares in his beneficial tally points to potential supply overhang on rallies; monitor insider transaction filings for exercise/sales timing .
• Governance: Adoption of a compliant clawback policy addresses restatement-related incentive recovery; equity single-trigger acceleration on CoC can be shareholder-unfriendly if not paired with robust performance conditions, but severance requires a termination following CoC (double-trigger for cash/severance) .
• Pay trajectory: 2024 total comp stabilized vs 2023 with modest bonus reinstated and smaller stock grant values; scrutiny warranted on future equity grant design to improve pay-for-performance linkage .

Above analysis is based solely on SEC filings and Jaguar Health proxy/8-K disclosures cited herein.