DEF 14A of Context Therapeutics Inc.
Filed Apr 15, 2025 · FY20240001842952-25-000042
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 seven 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 last annual meeting of stockholders at which directors were elected. Currently, each member of the board shall serve until their term expires at our 2027 annual meeting of stockholders or until such person's successor is elected and qualified. Thereafter, each director elected at the 2027 annual meeting of stockholders will serve as a member of our Board of Directors until our 2030 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, 2025, for each person whose term of office as a director will continue after 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.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Name | Age | Position(s) Held with Context | Director Since | | Martin Lehr | 41 | Director, President and Chief Executive Officer | 2015 | | Andy Pasternak | 54 | Chairman of the Board | January 2025 | | Philip Kantoff, MD | 70 | Director | December 2018 | | Karen Smith, MD, PhD, MBA, LLM | 57 | Director | September 2024 | | Jennifer Evans Stacey, Esq. | 60 | Director | March 2021 | | Luke Walker, MD | 53 | Director | September 2024 | | Linda West | 65 | Director | March 2021 |
Effect on Outstanding Equity Awards, Warrants, and Equity Plans
Effect on Outstanding Equity Awards, Warrants, and Equity Plans If the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time, based on the Reverse Stock Split ratio selected by the Board, proportionate adjustments will be made to all then-outstanding equity awards and common stock warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. In addition, the number of shares of common stock available for issuance under the Plan will be proportionately adjusted for the Reverse Stock Split ratio selected by the Board, such that fewer shares will be subject to the Plan.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2024 and 2023 by our named executive officers, which include our principal executive officer and the next two most highly compensated executive officers in 2024.
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 | 2024 | 506,268 | 10,163 | 245,473 | 238,815 | 10,350 | 1,011,069 | | | 2023 | 491,522 | — | 186,598 | 172,661 | 9,900 | 860,681 | | Alex Levit Chief Legal Officer | 2024 | 381,062 | 6,119 | 129,319 | 143,803 | 10,350 | 670,653 | | | 2023 | 369,963 | — | 98,317 | 103,968 | 9,900 | 582,148 | | Jennifer Minai-Azary Chief Financial Officer | 2024 | 397,393 | 6,381 | 134,878 | 149,966 | 10,350 | 698,968 | | | 2023 | 385,819 | — | 102,533 | 108,424 | 9,900 | 606,676 |
Summary Compensation Table
_______________________________ (1)Represents the discretionary portion of 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, 2024. 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—2024 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, 2024.
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) | 180,129 | 74,171 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | 131,791 | 155,753 | 0.84 | 2/12/2033 | | (2) | 3/21/2024(7) | — | 291,402 | 1.07 | 3/20/2034 | | Alex Levit Chief Legal Officer(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) | 76,408 | 31,462 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | 69,440 | 82,065 | 0.84 | 2/12/2033 | | (2) | 3/21/2024(7) | — | 153,515 | 1.07 | 3/20/2034 | | Jennifer Minai-Azary Chief Financial Officer(2) | 11/1/2021(4) | 52,753 | — | 5.59 | 11/1/2031 | | (2) | 2/25/2022(5) | 79,666 | 32,804 | 1.79 | 2/24/2032 | | (2) | 2/13/2023(6) | 72,417 | 85,584 | 0.84 | 2/12/2033 | | (2) | 3/21/2024(7) | — | 160,115 | 1.07 | 3/20/2034 |
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. (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 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, 2024 by our directors who were not also our employees during 2024. 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 | 76,638 | — | 149,138 | | Philip Kantoff, MD | 43,500 | 38,319 | — | 81,819 | | Karen Smith, MD | 14,552 | 36,338 | — | 50,890 | | Jennifer Evans Stacey, Esq. | 58,383 | 38,319 | — | 96,702 | | Luke Walker, MD | 14,067 | 36,338 | — | 50,405 | | Linda West | 62,368 | 38,319 | — | 100,687 |
DIRECTOR COMPENSATION
__________________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2024 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, 2024. 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, 2024 who was a member of our Board as of such date.
DIRECTOR COMPENSATION
| Name | Option Awards (#) | Stock Awards (#) | | Richard Berman | 180,000 | — | | Philip Kantoff, MD | 90,000 | — | | Karen Smith, MD, PhD, MBA, LLM | 19,315 | | | Jennifer Evans Stacey, Esq. | 90,000 | — | | Luke Walker, MD | 19,315 | — | | Linda West | 90,000 | — |
Non-Employee Director Compensation
Non-Employee Director Compensation Effective as of the 2025 Annual Meeting, our Board approved an adjustment to our non-employee director compensation, pursuant to which our non-employee directors now 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; • 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 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 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; • 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 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. 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.