Jonathan R. Haug

About Jonathan R. Haug

Jonathan R. Haug serves as President and a director of Verve Therapeutics, Inc. following Eli Lilly’s acquisition; he was appointed at the Effective Time of the merger on July 25, 2025 and has signed multiple post‑closing SEC documents in that capacity . He is a long‑tenured Eli Lilly finance executive, currently serving as Treasurer and corporate financial investing banking at Lilly (since 2024), and previously held roles including Vice President & CFO, Global Manufacturing & Quality (2019–2024), CFO UK & Northern Europe (2015–2019), Assistant Treasurer (2013–2015), Director & Tax Counsel (2009–2013), and Financial Consultant (2007–2009) . Education: JD‑MBA (Northwestern University, Kellogg School of Management and Pritzker School of Law); BA Economics & English (Wabash College) . Verve’s equity was acquired for $10.50 per share plus a non‑tradable contingent value right (CVR) up to $3.00; post‑closing Verve was delisted and became an indirect wholly‑owned subsidiary of Lilly .

Past Roles

External Roles

Fixed Compensation

• Executive compensation for Jonathan R. Haug at Verve (cash salary, target bonus, and actual bonus) is not disclosed in public filings. Verve’s bylaws empower the Board to fix director and officer remuneration, but no amounts are provided .

Performance Compensation

• No Verve disclosure exists for Haug’s incentive metrics (weightings, targets, or payouts), RSUs/PSUs, or options. At closing, Company RSUs for Verve employees became immediately vested and were cashed out at $10.50 per RSU plus one CVR; stock options were cashed out or cancelled depending on exercise price versus consideration—this applied to existing Verve equity holders, not necessarily to Haug who joined from Purchaser at closing .

Equity Ownership & Alignment

• Post‑merger, Verve’s certificate of incorporation authorizes 100 shares of common stock; Verve became an indirect wholly‑owned subsidiary of Lilly, eliminating public float and aligning governance and incentives with parent priorities .
• No Form 4s or proxy ownership tables disclose beneficial ownership or pledging for Haug at Verve; director stock ownership guidelines (if any) are not disclosed. Bylaws allow the Board to set director compensation/terms but do not mandate ownership guidelines .

Employment Terms

• Appointment: Haug became President and a director at the Effective Time of the merger (July 25, 2025) .
• Indemnification: The amended certificate provides robust indemnification and advancement of expenses for directors and officers, subject to standard DGCL conduct thresholds .
• Term/Removal: Directors serve until the next annual meeting unless earlier resignation or removal; any or all directors may be removed with or without cause by holders of a majority of shares (i.e., parent control) .
• Severance/Change‑of‑Control: No Haug‑specific agreement disclosed. Prior Verve NEO agreements (pre‑merger) included double‑trigger cash severance, bonus multiples, COBRA, and equity acceleration, but those provisions were for legacy executives and not Haug .
• Retention Programs: On July 14, 2025, Verve established retention bonuses for CFO (Allison Dorval, $499,200) and COO/GC (Andrew Ashe, $416,000), with payout on 12‑month post‑closing subject to conditions—indicative of retention focus around the deal; no similar award disclosed for Haug .

Board Governance

• Board service history: At closing, all incumbent Verve directors resigned; Haug (along with Christopher Anderson and Sherry D. Davis) joined the Verve board as Purchaser directors. Committee roles were not disclosed; bylaws empower the Board to appoint committees and fix procedures .
• Independence: Filings identify Haug as a director of Purchaser and an officer of Lilly, indicating he is a parent representative; independence status is not stated in filings and Nasdaq listing requirements no longer apply post‑delisting .
• Meeting attendance/Executive sessions: Not disclosed.

Expertise & Qualifications

• JD‑MBA, Northwestern University (Kellogg School of Management and Pritzker School of Law); BA Economics & English, Wabash College .
• Deep finance/operator background across treasury, manufacturing finance, regional CFO roles, and tax/legal, with significant M&A execution experience (served as President/Director of Purchaser signing tender offer and merger documents) .

Investment Implications

• Alignment and control: Verve is now a wholly‑owned Lilly subsidiary with a 100‑share capital structure; governance is parent‑controlled. Haug’s dual role (Lilly officer and Verve President/director) aligns Verve’s strategy and capital allocation with Lilly’s priorities—investors’ exposure resides in Lilly equity and the Verve CVR .
• Trading signals/pressure: Legacy Verve RSUs vested and were cashed out at closing; options were cash‑settled or cancelled based on strike thresholds, reducing future insider selling pressure in the subsidiary. CVR holders should monitor milestone achievement disclosures; Haug’s role in subsidiary governance ties execution to Lilly’s development and financing cadence .
• Retention/transition risk: Retention awards for key legacy executives suggest prioritized stability through integration; no Haug‑specific retention/severance terms disclosed, but indemnification and parent control mitigate governance uncertainty .