DEF 14A of Context Therapeutics Inc., Apr 28, 2026

DEF 14A of Context Therapeutics Inc.

Filed Apr 28, 2026 · FY20250001628280-26-027928

Open on EDGAR

  1. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Board of Directors presently consists of seven members, all of whom have been nominated for re-election at the Annual Meeting. As previously disclosed, on February 24, 2026, the Stipulated Judgment was filed with the Court regarding the Action filed on February 4, 2026 by the Vladimir Gusinsky Revocable Trust against us and our directors. On March 9, 2026, the Stipulated Judgment was filed with the Court of Chancery. On March 11, 2026, the Court approved the Stipulated Judgment, pursuant to which (i) Article V, Section 2 of our Amended and Restated Certificate of Incorporation, which provided that our directors shall serve for a term of three years, and (ii) Article VI, Section 1 of our Amended and Restated Certificate of Incorporation, which provided that our directors may be removed from office only for cause, were determined to be invalid and unenforceable, and we were obligated to file a Certificate of Correction with the Delaware Secretary of State within 10 business days of the Court’s entry of the order approving the Stipulated Judgment reflecting that such provisions were invalid and unenforceable and are no longer part of our Amended and Restated Certificate of Incorporation. On March 11, 2026, we filed a Certificate of Correction with the Delaware Secretary of State reflecting such provisions as invalid, unenforceable and no longer part of our Amended and Restated Certificate of Incorporation (the “Certificate of Correction”). Accordingly, the term of office of the current members of our Board of Directors will expire at the Annual Meeting, with each serving until his or her successor is elected and qualified or until his or her earlier death, resignation or removal, and directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Each director elected at the Annual Meeting will serve as a member of our Board of Directors until our 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Set forth below is biographical information as of April 13, 2026 for each person nominated for election as a director at the Annual Meeting, including the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each director nominee should serve on our Board. There are no family relationships among our executive officers or directors.

  2. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Age | Position(s) Held with Context | Director Since | | Martin Lehr | 42 | Director, President and Chief Executive Officer | 2015 | | Andy Pasternak | 55 | Chairman of the Board | January 2025 | | Philip Kantoff, MD | 71 | Director | December 2018 | | Karen Smith, MD, PhD, MBA, LLM | 58 | Director | September 2024 | | Jennifer Evans Stacey, Esq. | 61 | Director | March 2021 | | Luke Walker, MD | 54 | Director | September 2024 | | Linda West | 67 | Director | March 2021 |

  3. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2025 and 2024 by our named executive officers, which include our principal executive officer and the next two most highly compensated executive officers in 2025.

  4. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Martin Lehr Chief Executive Officer | 2025 | 588,515 | 15,000 | 551,415 | 300,000 | 10,500 | 1,465,430 | | | 2024 | 506,268 | 10,163 | 245,473 | 238,815 | 10,350 | 1,011,069 | | Alex Levit Chief Legal Officer and Corporate Secretary | 2025 | 397,807 | 8,000 | 240,364 | 160,000 | 10,500 | 816,671 | | | 2024 | 381,062 | 6,119 | 129,319 | 143,803 | 10,350 | 670,653 | | Jennifer Minai-Azary Chief Financial Officer and Treasurer | 2025 | 421,731 | 8,500 | 255,408 | 170,000 | 10,500 | 866,139 | | | 2024 | 397,393 | 6,381 | 134,878 | 149,966 | 10,350 | 698,968 |

  5. Summary Compensation Table

    _______________________________ (1)Represents the discretionary portion of 2025 and 2024 bonus payments to the named executive officers. (2)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the applicable year computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions ("ASC 718"). Assumptions used in the calculation of these amounts are included in Note 7 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3)See “Employment, Severance and Change in Control Agreements—2025 Bonus Opportunity” below for a description of the material terms of the programs pursuant to which this compensation to our named executive officers was awarded.

  6. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about equity awards granted to our named executive officers that remained outstanding as of December 31, 2025.

  7. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Name and Principal Position | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Martin Lehr Chief Executive Officer(2) | 4/30/2021(3) | 281,354 | — | 4.94 | 4/30/2031 | | (2) | 2/25/2022(5) | 243,704 | 10,596 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | 203,677 | 83,867 | 0.84 | 2/12/2033 | | (2) | 3/21/2024(7) | 127,488 | 163,914 | 1.07 | 3/20/2034 | | (2) | 2/13/2025(8) | — | 802,700 | 0.81 | 2/12/2035 | | Alex Levit Chief Legal Officer and Secretary(1) | 5/2/2020 | 833 | — | 5.70 | 5/2/2030 | | (2) | 4/30/2021(3) | 52,754 | — | 4.94 | 4/30/2031 | | (2) | 2/25/2022(5) | 103,375 | 4,495 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | 107,316 | 44,189 | 0.84 | 2/12/2033 | | (2) | 3/21/2024(7) | 67,163 | 86,352 | 1.07 | 3/20/2034 | | (2) | 2/13/2025(8) | — | 349,900 | 0.81 | 2/12/2035 | | Jennifer Minai-Azary Chief Financial Officer and Treasurer(2) | 11/1/2021(4) | 52,753 | — | 5.59 | 11/1/2031 | | (2) | 2/25/2022(5) | 107,784 | 4,686 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | 111,917 | 46,084 | 0.84 | 2/12/2033 | | (2) | 3/21/2024(7) | 70,050 | 90,065 | 1.07 | 3/20/2034 | | (2) | 2/13/2025(8) | — | 371,800 | 0.81 | 2/12/2035 |

  8. Outstanding Equity Awards at Fiscal Year-End

    _______________________________ (1)Previously granted under the Context Therapeutics LLC 2015 Stock Option Plan, which was substituted for a substantially equivalent grant under the Context Therapeutics Inc. 2021 Incentive Plan. (2)Granted under the Context Therapeutics Inc. 2021 Incentive Plan. (3)The shares of common stock underlying this option vested and became exercisable in equal monthly installments over 36 months from the date of grant on April 30, 2021, subject to the recipient’s continued service through each vesting date. (4)The shares of common stock underlying this option vested and became exercisable in equal monthly installments over 36 months from the date of grant on November 1, 2021, subject to the recipient’s continued service through each vesting date. (5)The shares of common stock underlying this option vested and became exercisable 25% on February 25, 2023 (the first anniversary of the grant date), and the balance vested and became exercisable in equal monthly installments over the following three years, subject to the recipient’s continued service through each vesting date. (6)The shares of common stock underlying this option vested and became exercisable 25% on February 13, 2024 (the first anniversary of the grant date), and the balance will vest and become exercisable in equal monthly installments over the following three years, subject to the recipient’s continued service through each vesting date. (7)The shares of common stock underlying this option vested and became exercisable 25% on March 21, 2025 (the first anniversary of the grant date), and the balance will vest and become exercisable in equal monthly installments over the following three years, subject to the recipient’s continued service through each vesting date. (8)The shares of common stock underlying this option vested and became exercisable 25% on February 13, 2026 (the first anniversary of the grant date), and the balance will vest and become exercisable in equal monthly installments over the following three years, subject to the recipient’s continued service through each vesting date. See “Employment, Severance and Change in Control Agreements—Potential Payments upon Termination or Change of Control” for a description of vesting acceleration applicable to stock options held by our named executive officers. We may in the future, on an annual basis or otherwise, grant additional equity awards to our executive officers pursuant to the Context Therapeutics Inc. 2021 Incentive Plan.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information regarding the compensation earned for service on our Board during the year ended December 31, 2025 by our directors who were not also our employees during 2025. Martin Lehr, our President and Chief Executive Officer, is also a member of our Board, but did not receive any additional compensation for service as a director. The compensation for Mr. Lehr as an executive officer is set forth above under “Executive Compensation- Summary Compensation Table.”

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2) ($) | All Other Compensation | Total ($) | | Richard Berman(3) | 2,339 | — | 20,000(4) | 22,339 | | Philip Kantoff, MD | 43,776 | 67,359 | — | 111,135 | | Andy Pasternak | 65,739 | 93,288 | — | 159,027 | | Karen Smith, MD | 49,558 | 67,359 | 83,332(5) | 200,249 | | Jennifer Evans Stacey, Esq. | 55,276 | 67,359 | — | 122,635 | | Luke Walker, MD | 43,776 | 67,359 | — | 111,135 | | Linda West | 60,000 | 67,359 | — | 127,359 |

  11. DIRECTOR COMPENSATION

    __________________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2025 computed in accordance with FASB ASC Topic 718. The assumptions we used in valuing the option awards are described in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The aggregate grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2)The table following these footnotes shows the aggregate number of option awards and stock awards outstanding for each of our non-employee directors as of December 31, 2025. (3)Mr. Berman’s resignation from the Board was effective as of January 13, 2025. (4)Reflects compensation paid to Mr. Berman for consulting services after his resignation. (5)Reflects $33,333 of compensation paid to Dr. Smith for her service as interim Chief Medical Officer of the Company and $49,999 for her subsequent service as a consultant to support the transition to our next Chief Medical Officer.

  12. DIRECTOR COMPENSATION

    | Name | Option Awards (#) | Stock Awards (#) | | Richard Berman | — | — | | Philip Kantoff, MD | 213,500 | — | | Andy Pasternak | 159,585 | — | | Karen Smith, MD, PhD, MBA, LLM | 142,815 | — | | Jennifer Evans Stacey, Esq. | 213,500 | — | | Luke Walker, MD | 142,815 | — | | Linda West | 213,500 | — |

  13. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board approved an adjustment to our non-employee director compensation, which became effective as of February 19, 2026 for equity compensation and as of July 1, 2026 for cash compensation, pursuant to which our non-employee directors now receive the following: • an annual cash retainer of $70,000 for the chairman of our Board; • an annual cash retainer of $40,000 for the other members of our Board; • an additional cash retainer of $15,000 for the Audit Committee chair, $12,000 for the Compensation Committee chair and $10,000 for the Nominating and Corporate Governance Committee chair; • an additional cash retainer of $7,500 for non-chair members of the Audit Committee, $6,000 for non-chair members of the Compensation Committee and $5,000 for non-chair members of the Nominating and Corporate Governance Committee; and • for members of our Board, (i) upon initiation of service, an initial grant of options to purchase 90,000 shares of our common stock pursuant to the 2021 Incentive Plan, which options vest one-third after the first year of Board service and one-third thereafter after each of the second and third years of Board service, subject to continued service with us, and (ii) an annual grant of options to purchase 45,000 shares of our common stock pursuant to the 2021 Incentive Plan, which options vest upon the earlier of (A) the first anniversary of the grant date or (B) the date of our next annual meeting of stockholders, subject to continued service with us. New directors whose service begins on or after January 1 and prior to that year’s annual meeting of stockholders shall not be eligible to receive an annual grant of options during such year. Effective as of our 2025 Annual Meeting of Stockholders, our Board approved an adjustment to our non-employee director compensation, pursuant to which our non-employee directors received, or in the case of cash compensation, continued to receive, the following: • an annual cash retainer of $55,000 for the chairman of our Board; • an annual cash retainer of $40,000 for the other members of our Board; • an additional cash retainer of $15,000 for the Audit Committee chair, $11,000 for the Compensation Committee chair and $8,000 for the Nominating and Corporate Governance Committee chair; • an additional cash retainer of $7,500 for non-chair members of the Audit Committee, $5,000 for non-chair members of the Compensation Committee and $4,000 for non-chair members of the Nominating and Corporate Governance Committee; and • for members of our Board, an annual grant of options to purchase a targeted fair value of approximately $120,000 of our common stock ($15,000 additional for our Board chair) pursuant to the 2021 Incentive Plan, which options vest upon the earlier of (i) the first anniversary of the grant date or (ii) the date of our next annual meeting of stockholders, subject to continued service with us. Prior to the update effective as of our 2025 Annual Meeting of Stockholders to our non-employee director compensation, our non-employee directors received the following: • an annual cash retainer of $55,000 for the chairman of our Board; • an annual cash retainer of $40,000 for the other members of our Board; • an additional cash retainer of $15,000 for the Audit Committee chair, $10,000 for the Compensation Committee chair and $7,500 for the Nominating and Corporate Governance Committee chair; • an additional cash retainer of $7,500 for members of the Audit Committee, $5,000 for members of the Compensation Committee and $3,500 for members of the Nominating and Corporate Governance Committee; and • for members of our Board, an annual grant of options to purchase 25,000 shares of our common stock (50,000 for our Board chair) pursuant to the Plan, which options vested upon the earlier of (i) the first anniversary of the grant date or (ii) the date of our next annual meeting of stockholders, subject to continued service with us. The annual cash compensation amounts set forth above are payable in equal quarterly installments, payable in arrears following the end of each calendar quarter in which the Board service occurs, prorated for any partial years of service. We also reimburse all reasonable out-of-pocket travel expenses incurred by non-employee directors in attending meetings of our Board or any committee thereof.