Eduard Marti

About Eduard Marti

Eduard Marti was appointed as a director and as Vice President & Treasurer of Tourmaline Bio, Inc. (the surviving corporation following the Novartis acquisition) effective immediately after the October 28, 2025 merger close . He concurrently serves as Director, President and Treasurer of Novartis Capital Corporation, where he executed officer certificates and the terms agreement for a multi-tranche registered debt issuance in November 2025 . Tourmaline is now an indirect wholly owned subsidiary of Novartis and its shares were delisted on October 28, 2025, so public-market performance metrics (TSR, revenue/EBITDA growth) for Marti’s tenure at TRML are not applicable; age and education were not disclosed in accessible filings .

Past Roles

External Roles

Performance Compensation

Not disclosed in Tourmaline or Novartis filings for Marti. Tourmaline’s 2025 proxy lists different named executive officers (CEO, CFO, CBO/GC) prior to the merger; Marti was not among them . Post-merger, TRML is a wholly owned subsidiary and no TRML-level executive incentive design for Marti was filed .

Equity Ownership & Alignment

• Company ownership context: Novartis acquired Tourmaline via tender offer and subsequent merger; approximately 24,030,382 shares (92.94% of outstanding) were validly tendered, and TRML became an indirect wholly owned subsidiary of Novartis . Novartis AG filed a Form 3 as a 10% owner reflecting indirect ownership through Torino Merger Sub Inc. .
• Individual holdings: No filings disclose Marti’s personal beneficial ownership of TRML; as a subsidiary of Novartis, TRML has no public float post-merger .
• Hedging/pledging policy: Prior to the merger, Tourmaline’s Insider Trading Policy prohibited hedging, derivative trading, short selling, margin purchases, and pledging company shares; this policy was in effect as disclosed in the 2025 proxy .
• Clawback: Tourmaline adopted an incentive compensation recoupment (clawback) policy compliant with SEC/Nasdaq rules, covering cash/equity incentives over the prior three fiscal years for executive officers, as disclosed pre-merger .

Employment Terms

• Appointment basis: Marti’s director and officer appointments at TRML were made in connection with the merger, without separate TRML employment terms publicly filed for him .
• Corporate governance documents: At the effective time of the merger, TRML’s certificate of incorporation and bylaws were amended and restated; specific post-merger indemnification/committee structures were not detailed in the 8-K beyond the restatement .
• D&O coverage (pre-merger continuity): The Merger Agreement provided for six years of indemnification and D&O insurance continuity for individuals serving as directors/officers prior to the effective time; this provision applies to pre-merger incumbents, not to post-merger appointees like Marti .

Board Governance

• Board service history: Effective immediately after closing, the directors of Purchaser (John McKenna and Eduard Marti) became the directors of the surviving corporation (TRML) . Pre-merger board and committee activity (Audit: 4 meetings; Compensation: 3; Nominating: 3; all directors ≥75% attendance) pertains to a different board composition in 2024 .
• Committee roles: Post-merger committee assignments for the two-person board (McKenna, Marti) were not disclosed; pre-merger committees existed under a prior board .
• Independence and dual-role implications: Marti’s dual role (director plus VP & Treasurer) concentrates governance and financial authority; however, TRML is now an indirect wholly owned subsidiary and was delisted from Nasdaq on October 28, 2025, so public company independence requirements and say-on-pay processes are no longer applicable .

Investment Implications

• Trading signals: TRML no longer trades publicly; therefore, there are no insider-trading signals or market implications tied to Marti’s actions at TRML post-merger .
• Alignment and retention: Marti’s responsibilities and compensation alignment should be evaluated at the Novartis group level, where he serves as Director, President & Treasurer of Novartis Capital Corporation and executed financing documents for a $6.0B notes issuance, indicating senior treasury/accountability within the acquirer’s finance organization . Pre-merger Tourmaline’s hedging/pledging prohibitions and clawback policy supported alignment for executives, but those policies were disclosed before ownership change and may be superseded under Novartis governance .