DEF 14A of Context Therapeutics Inc.
Filed Apr 26, 2024 · FY20230001842952-24-000027
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The Board of Directors presently has one class containing five members. Pursuant to our Amended and Restated Certificate of Incorporation, the current slate of directors shall continue in office until their term expires at the third annual meeting of stockholders following the date of the Amended and Restated Certificate of Incorporation. Therefore, each member of the board shall serve until their term expires at our 2024 annual meeting of stockholders. Thereafter, each director elected at the upcoming meeting of stockholders will serve as a member of our Board of Directors until our 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified. Set forth below is biographical information as of March 1, 2024, for each person who is nominated for election as a director at our upcoming 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.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Name | Age | Position(s) Held with Context | Director Since | | Martin Lehr | 40 | Director, President and Chief Executive Officer | 2015 | | Richard Berman | 81 | Chairman of the Board | March 2021 | | Jennifer Evans Stacey, Esq. | 59 | Director | March 2021 | | Philip Kantoff, MD | 69 | Director | December 2018 | | Linda West | 64 | Director | March 2021 |
Martin Lehr – Chief Executive Officer and Director
Martin Lehr – Chief Executive Officer and Director Mr. Lehr is the Co-founder and Chief Executive Officer of Context Therapeutics and has served as a member of our board of directors since its founding in 2015. In addition, Mr. Lehr serves on the boards of Praesidia Biotherapeutics and CureDuchenne Ventures. Previously, Mr. Lehr was part of the founding team at Osage University Partners, a venture capital fund focused on academic spinouts from leading research institutions. Prior to Osage University Partners, Mr. Lehr conducted research at the Sloan Kettering Institute in DNA repair and at the Children’s Hospital of Philadelphia in thrombosis and hemostasis. Mr. Lehr is a director of BioBreak, a biotech executive peer networking group with over 2,500 active members across the United States, and an advisory board member of Life Science Cares and Life Science Leader magazine. Mr. Lehr holds an M.A. in Biotechnology from Columbia University and a B.A. in Economics from the University of Pennsylvania. The Company has determined that Mr. Lehr’s business experience and management background make him a qualified member of our management group and board of directors.
Richard Berman – Chairman of the Board, Director
Richard Berman – Chairman of the Board, Director Mr. Berman has served as a member of our board of directors since March 2021 and as Chairman of the board of directors since March 2021. Mr. Berman’s business career spans over 35 years of venture capital, senior management and merger & acquisitions experience. In the past five years, Mr. Berman has served as a director and/or officer of over a dozen public and private companies. Currently, he is a director of the following other public companies: Cryoport, Inc., COMSovereign Holding Corp., BioVie Inc., Sidus Space, and Genius Group Ltd. Over the last decade he has served on the boards of six companies that have reached over $1 billion in market capitalization - Cryoport, Kapitus, Advaxis, Inc. (now Alaya Corporation), EXIDE, Internet Commerce Corporation and Ontrak, Inc. (formerly Catasys). Mr. Berman also previously served as a director of the following public companies: Advaxis, Inc., BriaCell Therapeutics Corp. and Ontrak, Inc. Previously, Mr. Berman worked at Goldman Sachs and was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments. In the 1980s, he created one of the largest battery companies in the world by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE). He also helped create SoHo, the lower Manhattan neighborhood in NYC, by developing five buildings, and he has advised on over $4 billion in M&A transactions, completing over 300 deals. Mr. Berman is a past director of the Stern School of Business of New York University where he obtained his B.S. and M.B.A. degrees. He also has U.S. and foreign law degrees from Boston College and the Hague Academy of International Law, respectively. The Company has determined that Mr. Berman’s background and success in the life sciences industry, as well as in investment and finance in general, make him a qualified member of our board of directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2023 and 2022 by our named executive officers, which include our principal executive officer and the next two most highly compensated executive officers in 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Martin Lehr Chief Executive Officer | 2023 | 491,522 | — | 186,598 | 172,661 | 9,900 | 860,681 | | | 2022 | 476,625 | 35,921 | 332,403 | 203,554 | 9,150 | 1,057,653 | | Alex Levit Chief Legal Officer | 2023 | 369,963 | — | 98,317 | 103,968 | 9,900 | 582,148 | | | 2022 | 358,750 | 21,630 | 141,000 | 122,570 | 9,150 | 653,100 | | Jennifer Minai-Azary Chief Financial Officer | 2023 | 385,819 | — | 102,533 | 108,424 | 9,900 | 606,676 | | | 2022 | 374,125 | 22,557 | 147,013 | 127,823 | 9,150 | 680,668 |
Summary Compensation Table
_______________________________ (1)Represents the discretionary portion of 2022 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, 2023. 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—2023 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. ___________
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, 2023.
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) | 257,908 | 23,446 | 4.94 | 4/30/2031 | | (2) | 2/25/2022(5) | 116,554 | 137,746 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | — | 287,544 | 0.84 | 2/12/2033 | | Alex Levit Chief Legal Officer(1) | 5/2/2020 | 833 | — | 5.70 | 5/2/2030 | | (2) | 4/30/2021(3) | 48,358 | 4,396 | 4.94 | 4/30/2031 | | (2) | 2/25/2022(5) | 49,440 | 58,430 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | — | 151,505 | 0.84 | 2/12/2033 | | Jennifer Minai-Azary Chief Financial Officer(2) | 11/1/2021(4) | 38,099 | 14,654 | 5.59 | 11/1/2031 | | (2) | 2/25/2022(5) | 51,549 | 60,921 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | — | 158,001 | 0.84 | 2/12/2033 |
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 the Context Therapeutics Inc. 2021 Long-Term Performance Incentive Plan. (2)Granted under the Context Therapeutics Inc. 2021 Long-Term Performance Incentive Plan. (3)The shares of common stock underlying this option vest and become 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 vest and become 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 will vest 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 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 Long-Term Performance Incentive Plan.
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, 2023 by our directors who were not also our employees. 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.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2) ($) | All Other Compensation | Total ($) | | Richard Berman | 72,500 | 32,667 | — | 105,167 | | Jennifer Evans Stacey, Esq. | 60,000 | 16,333 | — | 76,333 | | Philip Kantoff, MD | 43,500 | 16,333 | — | 59,833 | | Linda West | 63,500 | 16,333 | — | 79,833 |
DIRECTOR COMPENSATION
__________________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 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, 2023. 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 below shows the aggregate number of option awards and stock awards outstanding for each of our non-employee directors as of December 31, 2023.
DIRECTOR COMPENSATION
| Name | Option Awards (#) | Stock Awards (#) | | Richard Berman | 130,000 | — | | Jennifer Evans Stacey, Esq. | 65,000 | — | | Philip Kantoff, MD | 65,000 | — | | Linda West | 65,000 | — |
Non-Employee Director Compensation
Non-Employee Director Compensation Our non-employee directors 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, $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; • for members of our Board, an annual grant of options to purchase 25,000 shares (50,000 for our Board chair) pursuant to the Company’s 2021 Long-Term Performance Incentive Plan of our common stock which vests 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.