John McKenna - President | Tourmaline Bio (TRML) Executive Profile & Compensation

About John McKenna

Appointed President of Tourmaline Bio, Inc. and joined the board of the Surviving Corporation effective upon closing of the Novartis tender offer/merger on October 28, 2025 . Tourmaline became an indirect wholly owned subsidiary of Novartis; its shares were delisted and registration terminated following the merger . Biographical information for McKenna was incorporated by reference to Schedule I of the Offer to Purchase filed with the SEC on September 29, 2025 .
Context: The offer price was $48.00 per share; approximately 24,030,382 shares (92.94% of outstanding) were validly tendered prior to expiration on October 27, 2025; the merger was completed October 28, 2025 .

Organization	Role	Years	Strategic Impact
Torino Merger Sub Inc. (Novartis indirect wholly owned subsidiary)	Director	2025	Served as director of the Purchaser in the Tourmaline acquisition, facilitating post-merger governance transition .
Tourmaline Bio, Inc. (post-merger Surviving Corporation)	President	Oct 28, 2025–present	Installed to lead the Surviving Corporation after the change of control .
Tourmaline Bio, Inc. (post-merger Surviving Corporation)	Director	Oct 28, 2025–present	Joined the board as part of post-merger reconstitution .

Organization	Role	Years	Strategic Impact
Offer to Purchase (Schedule TO reference)	Biographical details (Schedule I)	Filed Sept 29, 2025	Biographical information referenced but not reproduced in TRML’s 8-K; indicates external affiliations captured in tender offer documents .

No compensation terms for John McKenna were disclosed in Tourmaline’s Item 5.02 8-K appointing him as President/director; the filing references biography only, not pay details .

Not disclosed for John McKenna in TRML filings. The October 28, 2025 8-K addresses equity treatment at closing (vest/cashout) for pre-merger Company awards, but these applied to incumbent TRML option/RSU holders and do not disclose any incentive structure for McKenna as a post-merger appointee .

TRML beneficial ownership table as of March 31, 2025 (Proxy filed April 21, 2025) does not list John McKenna among beneficial owners, consistent with his appointment occurring at the October 28, 2025 closing .
Hedging/pledging policy: TRML’s Insider Trading Policy prohibits hedging and pledging of company securities and prohibits trading in derivatives, short selling, or margin purchases—alignment-friendly governance; individual compliance status for McKenna is not disclosed .
Clawback policy: TRML adopted a Dodd-Frank/Nasdaq-compliant incentive compensation recoupment policy covering executive officers for the prior three fiscal years in the event of a restatement; applicability to McKenna would depend on role and award timing under subsidiary/parent frameworks .
Post-merger equity dynamics: At closing, all outstanding Company options vested and were cashed out if in-the-money; RSUs were canceled for cash at the $48.00 offer price; restricted stock vested and was treated as common shares. Underwater options were canceled for no consideration . As a post-merger appointee from Purchaser, McKenna is not identified among holders of pre-merger TRML equity awards .

Appointment mechanics: Effective immediately upon consummation of the merger, McKenna was appointed President and director of the Surviving Corporation; no confirmatory offer letter or subsidiary employment agreement terms were filed in TRML’s 8-K (biography only) .
Pre-merger TRML Severance Plan (context for legacy executives): Double-trigger change-in-control severance (CEO: 18 months base + 150% target bonus; CFO/CBO: 12 months base + 100% target bonus), COBRA, and full vesting acceleration for unvested equity; outside CIC, lesser salary continuation and COBRA; excise-tax cutback provision . September 12, 2025 amendment increased CIC severance for CFO and CBO only; CEO terms unchanged . These disclosures pertain to legacy TRML executives, not McKenna.

Board service history: At the Effective Time, all legacy TRML directors and officers resigned; McKenna and Eduard Marti (directors of Purchaser) became directors of the Surviving Corporation; McKenna appointed President .
Committees: Pre-merger TRML had Audit (Chair: Srivastava), Compensation (Chair: Kantoff), and Nominating & Corporate Governance (Chair: Castelein) committees, all independent per Nasdaq rules; post-merger committee structures of the Surviving Corporation were not disclosed in TRML’s 8-K .
Dual-role implications: McKenna’s dual role as President and director within a wholly owned subsidiary implies governance and independence are primarily governed by parent (Novartis) oversight, not public-company independence standards; potential CEO/Chair concerns are mitigated by the private subsidiary structure (shares delisted; reporting suspended) .

Not disclosed for John McKenna. Pre-merger non-employee director compensation (context only): annual cash retainer $40,000; chair retainer $30,000; committee retainers increased effective Jan 1, 2025; initial and annual stock options with vesting schedules; these applied to legacy TRML public board service and are not applicable post-merger as a private subsidiary .

Transaction execution: Novartis’ tender offer completed successfully with 92.94% shares tendered; merger closed October 28, 2025, with TRML becoming an indirect wholly owned subsidiary and shares delisted—McKenna installed at closing . No TRML TSR, revenue, or EBITDA performance metrics attributable to McKenna’s tenure were disclosed.

Equity award cashouts at change of control remove near-term insider selling pressure from legacy equity holders; McKenna’s equity exposure not disclosed .
Hedging/pledging prohibitions and clawback mechanisms in place at TRML level prior to merger; post-merger policing would follow Novartis/subsidiary policies .
TRML was an emerging growth company and smaller reporting company, reducing public compensation disclosure and eliminating say-on-pay voting pre-merger; after merger, reporting obligations were suspended, further limiting public visibility into subsidiary executive pay/agreements .

Trading signals are limited: TRML equity is no longer publicly traded following Novartis’ acquisition. McKenna’s compensation, vesting, and ownership alignment are governed by Novartis’ internal frameworks and not disclosed in TRML filings, reducing transparency for equity research use cases .
Alignment and retention: Pre-merger anti-hedging/pledging and clawback policies indicate governance discipline; however, for McKenna as a post-merger appointee, detailed pay-for-performance metrics, vesting triggers, and severance/CIC terms are not publicly available. Investors analyzing Novartis’ integration and pipeline strategy should monitor parent-level disclosures for executive incentives tied to pacibekitug and cardiovascular innovation objectives referenced at closing .