Christopher Anderson

About Christopher Anderson

Christopher Anderson is a director and corporate officer (Secretary) of Verve Therapeutics, appointed at the merger closing on July 25, 2025 when Verve became a wholly‑owned subsidiary of Eli Lilly and Company . He previously served as director and secretary of the acquirer’s special purpose subsidiary (Ridgeway Acquisition Corporation) and is Lilly’s vice president, leader of corporate securities and assistant corporate secretary; prior roles include associate vice president leading corporate securities at Lilly and general counsel/chief regulatory officer at Fluresh LLC . Company performance context before the merger: Verve’s pay‑versus‑performance TSR showed a $100 investment declining to $15.30 in 2024, versus $37.81 in 2023 and $52.48 in 2022, with net losses each year, all predating Anderson’s tenure .

Past Roles

External Roles

Fixed Compensation

Not disclosed for Christopher Anderson in Verve’s filings (post-merger subsidiary). The July 2025 8‑K disclosed retention cash awards for other executives (CFO and COO/GC) but did not include Anderson . Pre‑merger director cash retainers and option grants applied to Verve’s prior non‑employee directors, not the post‑merger board .

Performance Compensation

Not disclosed for Anderson. Pre‑merger, Verve’s executive program used discretionary annual cash bonuses and equity (options/RSUs) with time-based vesting; performance share units were introduced beginning in 2025 for certain executives, but this section did not include Anderson .

Equity Ownership & Alignment

• Beneficial ownership for Anderson at Verve is not disclosed; post‑merger Verve is a wholly‑owned subsidiary and delisted from Nasdaq .
• Company insider trading policy prohibits short sales, derivatives, and hedging transactions for directors and employees .
• Historical policy noted no formal executive equity ownership guidelines; equity grants were used for alignment pre‑merger (time‑based vesting) .

Employment Terms

• Appointment and roles: At the Effective Time, officers of Purchaser became officers of Verve; Anderson serves as Secretary and as a director; prior officers of Verve were removed immediately following completion of the merger .
• Change‑in‑control effects: Company bylaws and charter were amended and restated at closing, reflecting the new governance framework under Lilly .
• Clawback policy: Verve adopted a compensation recovery policy in October 2023 consistent with Nasdaq Rule 5608; applicability to post‑merger officers is not specified, but the legacy policy covers executive incentive compensation in case of restatement .
• Indemnification: Verve’s charter provides director/officer indemnification to the fullest extent permitted by Delaware law; indemnification agreements are in place for directors and officers .

Board Governance

• Board service: Post‑merger board reconstituted to three members — Christopher Anderson, Jonathan R. Haug, and Sherry D. Davis — effective at the merger closing .
• Committees: Pre‑merger Verve had Audit, Compensation, Nominating & Governance, and (in February 2025) Research & Development committees . Post‑merger committee composition is not disclosed; Verve was delisted and became a wholly‑owned subsidiary, so public-company independence requirements no longer apply .
• Independence considerations: Prior to the merger, Verve assessed independence under Nasdaq rules annually; after the acquisition, those public listing standards are not applicable due to deregistration/delisting .

Director Compensation

Not disclosed for Anderson. The 2024 director compensation table and 2025 program changes applied to pre‑merger non‑employee directors, and were superseded at closing; the post‑merger board’s compensation is not detailed in filings .

Other Directorships & Interlocks

• Anderson is a senior governance executive at Lilly and served as director/secretary of the acquirer’s SPV; biographical detail confirms his parent-company role .
• No additional public-company boards are disclosed for Anderson in available filings .

Compensation Structure Analysis

Not disclosed for Anderson at Verve. Transaction-related disclosures focused on equity award treatment for incumbent Verve employees at closing (option cash-outs, RSU vesting, CVRs), not new parent-appointed officers .

Related Party Transactions

• Post‑merger change-in-control: Verve became an indirect wholly‑owned subsidiary of Lilly on July 25, 2025 .
• Pre‑merger related party example: Vertex collaboration and director relationship disclosed historically; does not involve Anderson .

Risk Indicators & Red Flags

• Governance transition: Full board and officer turnover at closing; charter/bylaws amended and restated. These are standard features of a 251(h) tender offer merger .
• Trading/insider signals: Verve common stock was delisted; equity award treatment at closing eliminated outstanding RSUs through vesting/cash settlement and set option cash‑out/contingent mechanics, reducing future insider selling pressure in public markets .
• Legal/indemnification: Robust indemnification protections in charter and agreements .

Say‑on‑Pay & Shareholder Feedback

Not applicable post‑merger due to deregistration/delisting; prior advisory votes pertained to pre‑merger executives and board .

Expertise & Qualifications

• Corporate governance and securities leadership at Lilly; corporate secretary function expertise .
• Prior general counsel/regulatory leadership experience at Fluresh LLC .
• Age/education not disclosed in available filings.

Work History & Career Trajectory

Compensation Committee Analysis

Pre‑merger committee membership and independence were disclosed (e.g., Burt Adelman as Chair), but these do not apply post‑merger; new committee composition is not disclosed .

Investment Implications

• Anderson’s installation as director and corporate secretary signals parent-controlled governance and corporate compliance emphasis; compensation and equity alignment details for him are not disclosed, limiting pay‑for‑performance assessment .
• With Verve delisted and a wholly‑owned subsidiary, traditional trading signals (insider transactions, board independence changes) are largely moot; focus shifts to CVR milestone realization and Lilly’s strategic stewardship of Verve’s programs .
• Pre‑closing equity award cash‑outs and RSU vesting reduced prospective insider selling pressure; retention bonuses were deployed for certain legacy executives, indicating parent prioritization of operational continuity, but these do not involve Anderson .