Ebru Can Temucin
About Ebru Can Temucin
Ebru Can Temucin serves as Principal Financial Officer, Principal Accounting Officer, and a director of Verona Pharma plc (now an indirect wholly owned subsidiary of Merck) effective October 7, 2025, following the closing of Merck’s acquisition; she also signed post-effective SEC amendments in these capacities . The filings reviewed do not disclose her age, education, or prior background. Post-deal, all outstanding Verona equity awards vested and were paid in cash at the $107 per ADS consideration, with PRSUs deemed achieved at maximum—eliminating forward selling pressure tied to vesting schedules .
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Verona Pharma plc | Principal Financial Officer, Principal Accounting Officer, Director | 2025–present | Appointed upon Merck transaction closing; co-signed post-effective filings (S-3/S-8) as PFO/PAO and Director |
External Roles
No external directorships or roles were disclosed in the reviewed company filings.
Fixed Compensation
- Temucin was not a named executive officer (NEO) for fiscal 2024; the 2025 proxy’s Summary Compensation Table lists Zaccardelli, Hahn, Fisher, Rickard, and Poll—but not Temucin—so no base salary/bonus/equity grant detail is available for her for 2024 .
Performance Compensation
Company framework (context for executives; individual targets for Temucin not disclosed):
- Pay mix and structure: Base salary, annual performance-based cash bonus, and long-term equity comprised of RSUs (25%) and PRSUs (75%) to align with shareholder interests and long-term performance .
- Illustrative performance goals (CEO 2024 examples): FDA approval of ensifentrine; initiation of Phase 2 studies; U.S. commercial launch against forecast; operating within budget. The Remuneration Committee determined 110% objective achievement, producing a 55.2% of salary bonus for the CEO; this shows the types of operational/clinical/commercial metrics used company-wide for bonuses .
Equity Ownership & Alignment
Policies affecting alignment and selling pressure:
- Insider trading policy blackouts: Trading is prohibited from 7 days before quarter-end until two full trading days after earnings release; post-termination restrictions also apply .
- Hedging and pledging: Hedging (collars/swaps/forwards) and purchasing on margin or pledging company securities as loan collateral are prohibited, supporting alignment and reducing forced-sale risk .
- Rule 10b5-1 plans: Allowed with pre-approval and cooling-off periods; plans can be suspended during sensitive events, balancing orderly sales with compliance .
- Clawback: A Policy for Recovery of Erroneously Awarded Compensation is filed as an exhibit, indicating a formal clawback regime is in place .
Change-in-control equity treatment at closing (applies to outstanding Verona awards at 10/7/2025):
| Award Type | Treatment at Close | Source |
|---|---|---|
| Options (in-the-money) | Vested and converted to cash equal to (ADS Consideration – exercise price) × underlying ADSs | |
| Time-based RSUs | Vested and converted to cash = ADSs × $107 per ADS | |
| Performance RSUs | Deemed achieved at maximum; vested and paid in cash = earned ADSs × $107 per ADS |
Note: Filings do not disclose whether Temucin personally held Verona equity before appointment; post-close cash-out mechanics remove future selling overhang tied to vesting for existing awards .
Employment Terms
- Appointment: Temucin was appointed PFO, PAO, and director on October 7, 2025, when all prior directors resigned upon Merck’s acquisition closing .
- Indemnification & policies: Verona maintains standard indemnification agreement forms for directors and executive officers and a board-adopted Insider Trading Compliance Policy; a clawback policy is on file .
- Severance/COC (company context): Prior disclosures detailed executive agreements and a change-in-control severance plan for other executives, but no employment agreement terms for Temucin were disclosed in the reviewed filings .
Board Governance
- Post-acquisition composition: Upon closing, all prior directors resigned; the board was reconstituted with Benjamin Lucas (Principal Executive Officer & director) and Ebru Can Temucin (PFO/PAO & director). No independent directors or committee memberships were disclosed post-close; Temucin is a non-independent executive director .
- Pre-acquisition committees (context): The Remuneration Committee comprised Kenneth Cunningham (Chair), David Ebsworth, and Mahendra Shah in 2024/2025 proxy materials .
Say-on-Pay & Shareholder Feedback (Pre-acquisition 2025 AGM)
| Proposal | For (shares) | Against (shares) | Withheld (shares) | Source |
|---|---|---|---|---|
| UK Directors’ Remuneration Report (advisory) | 431,170,660 | 163,665,531 | 59,466,560 | |
| US-style NEO Say-on-Pay (advisory) | 429,961,621 | 164,822,463 | 59,518,667 |
Compensation Committee Analysis (Context)
- Remuneration Committee report and policy application: The committee affirmed inclusion of the CD&A and highlighted use of external advisors (Aon) and benchmarking to set pay; target/maximum bonus opportunities and RSU/PRSU mix were disclosed at the program level .
- Pay-for-performance orientation: Performance metrics tied to regulatory milestones, clinical progress, launch execution, and budget discipline underpinned cash bonuses; PRSUs introduce long-term performance linkage .
Risk Indicators & Red Flags
- Dual-role governance: Temucin holds finance leadership and a board seat post-close with no disclosed independent directors—typical for wholly owned subsidiaries but removes independent oversight at the subsidiary board level .
- Hedging/pledging prohibited: Policy reduces misalignment risk and margin-call selling events .
- Change-in-control equity acceleration: All outstanding awards at close paid in cash at maximum for PRSUs; while beneficial to holders, it eliminates ongoing vest-based retention mechanisms at the legacy entity .
Investment Implications
- Trading signal: Verona ADSs were delisted at close; legacy equity awards converted to cash—no forward insider selling overhang from vesting schedules, and no public float remains .
- Alignment: Prohibitions on hedging/pledging and availability of 10b5-1 plans support orderly, compliant trading behavior for insiders under parent ownership; clawback policy exists .
- Governance: With Temucin as an executive director post-close and no disclosed independent directors/committees, oversight resides at the Merck parent level; analysts should look to Merck governance for subsequent compensation and retention frameworks for Verona leadership .
Data gaps: The filings reviewed do not disclose Temucin’s age, education, prior roles, base salary/bonus targets, grants, or severance terms; future Merck/Verona subsidiary disclosures would be needed for individual-level compensation and ownership details.