Benjamin Lucas
About Benjamin Lucas
Benjamin Lucas was appointed Principal Executive Officer and a director of Verona Pharma plc on October 7, 2025 following Merck’s acquisition of Verona; he signed subsequent post-effective amendments as “Principal Executive Officer and Director” . The company was delisted from Nasdaq at closing, and governance/reporting now follow a wholly owned subsidiary structure under Merck, limiting publicly available biographical, age, education, and performance disclosure for Lucas .
Past Roles
No prior-role biography for Benjamin Lucas is disclosed in Verona’s 2025 DEF 14A (pre-acquisition) or subsequent 8-K filings announcing his appointment; available filings identify the appointment at closing but do not include past employment history .
External Roles
No public-company or other external directorships for Benjamin Lucas are disclosed in the appointment 8-K or related closing documentation; the filings are silent on external roles .
Fixed Compensation
- Post-closing, Verona became an indirect wholly owned subsidiary of Merck; the ADSs were delisted and reporting obligations are being terminated, so executive compensation details for Lucas are not publicly disclosed in SEC filings .
Performance Compensation
Verona’s pre-acquisition incentive framework (FY2024), for context:
| Component | Structure | FY2024 Outcomes |
|---|---|---|
| Annual cash incentives | Discretionary bonus tied to corporate objectives (FDA approval and launch of Ohtuvayre; Phase 2 starts; budget compliance; no individual weights) | Aggregate attainment at 110% of target for NEOs |
| Equity LTI | Mix of RSUs (25%) and PRSUs (75%); PRSUs earned quarterly vs revenue targets (linear schedule: 90%→50%, 95%→75%, 100%→100%, 110%→106.25%, 120%→112.5%; +12.5% kicker if all quarters met) with partial immediate vesting and 2-year tail | Program design as disclosed; specific quarterly results not provided in proxy |
Detailed metric table (FY2024 program design):
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Ohtuvayre FDA approval | Not weighted individually | Achieve approval | Achieved | Contributed to 110% aggregate payout |
| Ohtuvayre commercial launch | Not weighted individually | Launch post-approval | Achieved | Contributed to 110% aggregate payout |
| Phase 2: ensifentrine/glycopyrrolate FDC | Not weighted individually | Initiate trial | Achieved | Contributed to 110% aggregate payout |
| Phase 2: nebulized ensifentrine in NCF bronchiectasis | Not weighted individually | Initiate trial | Achieved | Contributed to 110% aggregate payout |
| Budget compliance and BD | Not weighted individually | Operate within approved budget; advance partnering | Not itemized in proxy | Included in 110% aggregate payout |
Note: Lucas was appointed after FY2024; the above describes Verona’s incentive architecture immediately preceding the acquisition .
Equity Ownership & Alignment
- Anti-hedging/pledging: Directors and officers are prohibited from hedging or pledging company stock under Verona’s Insider Trading Compliance Policy, enhancing alignment .
- Clawback: Mandatory recovery of erroneously received incentive compensation for three years preceding a restatement due to fraud or willful misconduct .
- Director ownership guidelines: The company encouraged director share ownership but did not mandate a minimum level pre-acquisition .
- Post-closing equity treatment: At closing, options and RSUs fully vested and were settled for cash at $107 per ADS; PRSUs were cashed based on earned amounts, with remaining eligible quarters deemed at or above 100% per the transaction terms. This cash settlement eliminates future insider equity selling pressure from legacy Verona awards .
Transaction consideration and award treatment:
| Item | Amount / Treatment |
|---|---|
| Per ordinary share consideration | $13.375 cash |
| Per ADS consideration (8 ordinary shares) | $107 cash |
| Outstanding options | Vested immediately; in-the-money options paid cash equal to ADS count × (Per ADS Consideration – exercise price); out-of-the-money cancelled for no consideration |
| Time-based RSUs | Vested immediately; paid cash equal to ADS count × Per ADS Consideration |
| Performance RSUs | Paid cash equal to earned/vested ADS count × Per ADS Consideration, with performance deemed at maximum for eligible quarters around closing per Verona’s disclosure |
Employment Terms
- Change-in-control severance plan (amended Sept 5, 2025): Extended CIC protection window from 12 to 24 months; updated “Qualifying Resignation” to include declining long-term employment after requested knowledge transfer; increased minimum severance periods (Executive Officer: 12 months; VP+: 9; Director/Senior/Associate: 6; Sr. Manager and below: 6) effective immediately prior to closing (void if deal terminated) .
Severance plan changes:
| Provision | Pre-amendment | Post-amendment |
|---|---|---|
| CIC protection window | 12 months | 24 months |
| Qualifying Resignation | Prior plan definition | Decline long-term offer after reasonable knowledge transfer/admin support |
| Minimum severance (Executive Officer) | 3 months | 12 months |
| Minimum severance (VP and above) | 3 months | 9 months |
| Minimum severance (Director bands) | 3 months | 6 months |
| Minimum severance (Sr. Manager and below) | 3 months | 6 months |
- Termination fee: The transaction agreement includes a $100,000,000 termination payment in specified circumstances (e.g., recommendation change or superior proposal), underscoring deal certainty economics (company-level, not executive-level) .
Board Governance
- Appointment and board composition: At closing, all prior directors resigned; Benjamin Lucas and Ebru Can Temucin were appointed as directors, with Lucas serving as Principal Executive Officer .
- Independence: As an executive officer, Lucas would not be considered independent under Nasdaq rules (Verona’s prior proxy notes that management directors are not independent; post-closing, Verona is delisted) .
- Committees: Post-acquisition and delisting, committee memberships were not disclosed and may be reconfigured under Merck’s subsidiary governance; no committee roles for Lucas are reported in SEC filings .
Director Compensation
- Post-closing director compensation is not disclosed in SEC filings due to delisting and termination of reporting obligations; Verona’s prior director compensation framework was detailed in the 2025 proxy for a different board composition .
Compensation Committee Analysis
- Consultant: Aon Human Capital Solutions advised on benchmarking for executives and directors; committee determined no conflicts under SEC/Nasdaq independence factors .
- Peer group (selected July 2024 for benchmarking): Agios, Akero, Aurinia, Axsome, BioCryst, Day One, Heron, Immunocore, Krystal, Madrigal, Northwest Bio, Phathom, Rhythm, SpringWorks, Tarsus, TG Therapeutics, Viridian, Xenon (additions/removals noted to align with commercial stage and market cap) .
Performance & Track Record
- Verona achievements pre-closing: FDA approval and launch of Ohtuvayre; initiation of multiple Phase 2 programs; these underpinned 110% cash bonus attainment for 2024 NEOs prior to Lucas’s appointment .
Related Party Transactions and Risk Indicators
- Policies: Audit/Risk Committee oversees related party transactions; prohibition on hedging/pledging; adoption of clawback policy reduce governance risk .
- Delisting and change of control: ADS trading suspended and deregistered at closing; Verona became a wholly owned subsidiary of Merck .
Investment Implications
- Alignment signals: Strong anti-hedging/pledging policy and clawback framework remain positive for pay-for-performance alignment .
- Retention/transition risk: CIC severance protections were expanded to 24 months ahead of closing, likely reducing near-term attrition risk during integration; details apply by employee category, with executive-level minimums at 12 months .
- Insider selling pressure: Legacy VRNA equity awards were cashed out at $107 per ADS at closing, eliminating future selling overhang from unvested awards .
- Governance: Lucas holds dual roles (PEO and director) in a delisted, Merck-controlled subsidiary; independence concerns typical for combined roles are mitigated by parent control and private subsidiary governance, though the lack of disclosed committee structures reduces transparency for public investors .