Jaime Huertas
About Jaime Huertas
Corporate legal executive who served as Secretary of Tourmaline Bio, Inc. at the time of its acquisition by Novartis; he signed multiple SEC filings for TRML on October 28, 2025 in his capacity as Secretary . He is Head, U.S. Corporate & Finance Legal at Novartis (since 2022), previously Corporate Legal Counsel (2020–2022), and acts as Secretary to the board of Torino Merger Sub Inc., the Novartis subsidiary that consummated the tender offer for TRML; education includes a JD from Brooklyn Law School and a bachelor’s degree in economics (finance/management) from the Wharton School of the University of Pennsylvania . TRML ceased trading and was delisted upon closing of the tender offer/merger at $48.00 per share on October 28, 2025 [898bb477-... SC 14D-9/A] .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Novartis AG (U.S.) | Head, U.S. Corporate & Finance Legal | 2022–present | Led U.S. corporate/finance legal, including oversight of tender offer documentation for TRML . |
| Novartis AG (U.S.) | Corporate Legal Counsel, U.S. Corporate & Finance Legal | 2020–2022 | Corporate legal support across transactions and finance . |
| Torino Merger Sub Inc. (Novartis subsidiary) | Secretary to Board of Directors | Sept 2025–present | Secretary for the TRML tender offer vehicle; signatory on Schedule TO amendments . |
| Tourmaline Bio, Inc. | Secretary | Oct 2025 | Corporate Secretary for closing filings; signed 8-K and S‑8 POS deregistration amendments at deal close . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Novartis AG | Head, U.S. Corporate & Finance Legal | 2022–present | Oversight of U.S. corporate/finance legal; education: JD (Brooklyn Law), BS Econ (Wharton) . |
| Novartis tender offer entities (Torino Merger Sub) | Secretary/Signatory | 2025 | Signed tender offer schedule and amendments related to TRML [$48 per share] . |
Fixed Compensation
- Not disclosed for Jaime Huertas in TRML’s proxy or periodic filings; he is not a named executive officer in TRML’s 2025 DEF 14A (NEOs are CEO, CFO, CBO/GC) .
Performance Compensation
- Not disclosed for Jaime Huertas at TRML; 2024 bonus program and metrics disclosure pertain to the NEOs (corporate multiplier 90%, individual multipliers 100% where applicable) .
Equity Ownership & Alignment
- Not listed among beneficial owners, directors, or NEOs in TRML’s beneficial ownership table as of March 31, 2025 (25,684,479 shares outstanding); NEOs and directors shown do not include Huertas .
- Company Insider Trading Policy prohibits hedging, short-selling, derivative trades, margin purchases, and pledging of company shares; applies broadly to directors, officers, and employees .
Employment Terms
- TRML’s Executive Severance and Change in Control Plan provides defined severance and 100% acceleration for unvested equity upon covered terminations during the change-in-control period, but disclosures are specific to NEO participation; Huertas is not disclosed as a participant .
- Clawback policy (Dodd-Frank 10D compliance) mandates recoupment of erroneously awarded incentive compensation in restatement scenarios over the last three fiscal years; applies to executive officers per Exchange Act Section 10D .
- Governance and communications: Huertas served as TRML’s Secretary and authorized contact on the Schedule 14D-9/A at deal close [898bb477-... SC 14D-9/A].
Performance & Track Record
- Transaction execution: Novartis tender offer for TRML at $48.00 per share proceeded through HSR expiration (Oct 21, 2025) and closed Oct 28, 2025, with Huertas as Secretary/signatory for Purchaser and TRML closing documents .
- Corporate actions at closing: TRML filed S‑8 POS to deregister unsold securities post-deal; each Post-Effective Amendment was signed by Huertas as Secretary .
Compensation Committee Analysis (Context)
- Aon’s Human Capital Solutions engaged since 2023 to advise on executive/director compensation strategy and peer-group benchmarking; committee processes described (CEO excluded from deliberations about his compensation) .
- Emerging growth company status: TRML is exempt from say-on-pay and pay-versus-performance disclosures; thus no advisory vote history .
Investment Implications
- Alignment and retention risk: As a corporate Secretary/legal executive tied to Novartis’ tender offer and closing, Huertas is not a TRML NEO and has no disclosed TRML-specific compensation, equity awards, or severance participation—limiting pay-for-performance and insider-selling signal analysis; hedging/pledging prohibitions reduce alignment red flags .
- Trading signals: The tender offer/merger at $48.00 per share completed on Oct 28, 2025, and TRML was delisted—eliminating ongoing public-market trading signals associated with TRML insiders; Huertas’ role as signatory evidences governance execution rather than a drivers-of-TSR compensation profile [898bb477-... SC 14D-9/A] .
- Governance quality: Presence of robust clawback and insider trading policies, plus external compensation consultant oversight of NEO pay and peer group construction, signals generally sound governance; however, these frameworks pertain to NEOs and directors, not to Huertas in his Secretary role .