Lori Braender
Chief Legal Officer, Chief Compliance Officer and Corporate Secretary at Aquestive Therapeutics
Executive
About Lori Braender
Lori J. Braender is Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary at Aquestive Therapeutics (AQST); she joined the company in September 2018 after 35 years at Day Pitney LLP leading its Life Sciences Practice Group. She is 69 years old, holds a B.S. in Business Administration (Rider University) and a J.D. (Seton Hall University School of Law) . During her NEO tenure, AQST’s pay-versus-performance disclosure shows company TSR of 23.19 (base-100 index) in 2022, 51.93 in 2023, and 91.52 in 2024 alongside net income of $(54,410)K, $(7,870)K, and $(44,137)K, respectively, framing the environment for incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Day Pitney LLP | Partner; Chair, Life Sciences Practice Group | 35 years | Advised pharma, biotech, medical device, hospitals on regulatory requirements, contracts, and life sciences transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No external board or public company roles disclosed in the executive bio |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $417,300 | $444,402 |
| All Other Compensation ($) | $31,973 | $29,427 |
| All Other Compensation Detail (2024) | 401(k) Company Match: $20,700; Disability premiums: $4,245; Life insurance premiums: $4,482 | 401(k) Company Match: $20,700; Disability premiums: $4,245; Life insurance premiums: $4,482 |
Performance Compensation
Annual Cash Incentive
| Element | 2023 | 2024 |
|---|---|---|
| Target Bonus % of Base | 50% | 50% |
| Actual Bonus Paid ($) | $216,805 | $263,942 |
| Commentary on Metrics | Bonuses based on Compensation Committee-set annual financial, strategic and operational objectives aligned with the Board-approved plan; specific metric weightings not disclosed |
Equity Awards (Structure, Grants, Vesting)
| Grant Date | Instrument | Shares/Units | Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Mar 9, 2023 | Service RSUs | 112,500 | $91,125 (market value of unvested as of 12/31/24) | 25%, 25%, 50% on 1st, 2nd, 3rd anniversaries | Time-based retention |
| May 5, 2023 | Market-Condition RSUs (Tranche 1) | 75,000 | $176,250 (market value of unvested as of 12/31/24) | Vest based on 30-day average “Performance Price” measured at end of 3-year period (May 5, 2026) | Price-based vesting; first tranche measurement date |
| Aug 9, 2023 | Market-Condition RSUs (Tranche 2) | 75,000 | $183,000 (market value of unvested as of 12/31/24) | Vests measured against same 3-year performance period ending May 5, 2026 | Price-based vesting |
| Mar 7, 2024 | Service RSUs | 135,000 | $766,800 (grant date fair value) | 25%, 25%, 50% on Mar 7, 2025/2026/2027 | High retention value |
| Mar 7, 2024 | Stock Options | 67,500 unexercisable as of 12/31/24 | Included in $316,454 options award value (2024) | 25%, 25%, 50% over 3 years; Exercise Price $5.68; Exp. 3/7/2034 | Pay-for-performance via price appreciation |
| Prior cycles (2018–2022) | Stock Options | Multiple lines | — | Typical 25%, 25%, 50% three-year vesting; strikes $0.88–$18.67; expirations 2028–2032 | Legacy grants; see Outstanding Awards table |
Pay Versus Performance Reference (Context)
| Year | TSR (Base-100) | Net Income ($000) |
|---|---|---|
| 2022 | 23.19 | (54,410) |
| 2023 | 51.93 | (7,870) |
| 2024 | 91.52 | (44,137) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares; %) | 1,166,117 shares; 1.17% of outstanding |
| Derivative/Options – Right to Acquire within 60 Days | 516,875 shares via options/rights |
| Vested vs Unvested Overview (as of 12/31/24) | Unvested RSUs: 112,500 (2023), 135,000 (2024), plus 75,000 + 75,000 market-condition tranches; Select options unexercisable: 80,000 (3/10/22 grant), 20,000 (11/4/22), 67,500 (3/7/24) |
| Hedging/Pledging | Company policy prohibits hedging and pledging; no shares pledged for executives |
| Ownership Guidelines | Executive stock ownership guideline not disclosed in proxy |
Upcoming Vesting Milestones (Potential Supply/Pressure)
| Instrument | Date(s) | Amount | Condition |
|---|---|---|---|
| 2024 Service RSUs | Mar 7, 2025; Mar 7, 2026; Mar 7, 2027 | 33,750; 33,750; 67,500 | Time-based |
| 2023 Market-Condition RSUs | May 5, 2026 | 75,000 (Tranche 1) | Price-based (30-day average at period end) |
| 2023 Market-Condition RSUs | May 5, 2026 | 75,000 (Tranche 2) | Price-based (same 3-year period) |
| 3/7/2024 Options | Annually through 3/7/2027 | 16,875; 16,875; 33,750 unexercisable → vesting | Time-based; $5.68 strike; exp. 3/7/2034 |
Additional alignment: She participated in the June 2022 capital funding, purchasing 13,761 shares at $1.09 and receiving equal-count warrants at $0.96 exercise price, evidencing personal capital at risk .
Employment Terms
| Item | Terms |
|---|---|
| Employment Agreement | Commenced September 2018; at-will; target bonus ≥50% of base; eligible for incentive and benefit plans |
| Severance (No CIC) | If terminated without Cause or for Good Reason: accrued amounts; pro-rata target bonus for year; monthly cash for 12 months equal to 1/12 of base + target bonus; 12 months benefits; immediate vesting of all unvested equity; performance-based awards deemed at target |
| Change-in-Control (CIC) | If terminated without Cause or for Good Reason during CIC period (180 days before–12 months after): accrued amounts; pro-rata target bonus; lump sum 1.0x base + target bonus; 12 months benefits; immediate vesting of all unvested equity; performance awards at target |
| 280G Treatment | Best-net approach: greater of full benefits (exec pays excise tax) or cut-back to avoid excise tax |
| Restrictive Covenants | Non-compete and non-solicit during employment and Severance Period (12 months) |
| Clawbacks/Deferred Comp/Pension | No non-qualified deferred comp; no defined benefit plan; standard 401(k) with match and vesting schedule; no clawback policy disclosed |
Compensation Structure Analysis
- Mix and trends: 2024 compensation included salary $444,402, stock awards $766,800, options $316,454, and annual bonus $263,942, indicating a balanced cash/equity mix with meaningful at-risk components; RSUs used for retention and options for pay-for-performance .
- Equity award design: Time-based RSUs (25/25/50) paired with market-condition RSUs measured on May 5, 2026 and multi-year options (strikes $0.88–$18.67), supporting retention and price-aligned outcomes .
- Hedging/pledging controls: Prohibition on hedging, short sales, and pledging reduces misalignment risk; none of her shares are pledged .
- Disclosures do not specify annual bonus metric weightings; Committee sets financial, strategic, operational objectives annually aligned with plan and budget .
Risk Indicators & Red Flags
- CIC severance uses a double-trigger construct (benefits upon qualifying termination during CIC period), avoiding single-trigger acceleration risk; best-net 280G treatment avoids tax gross-ups .
- Registration rights permit inclusion in resale registrations, which can add technical selling capacity if exercised; Lori Braender is a party to these rights .
- No pledging; hedging prohibited; reduces misalignment signals .
Investment Implications
- Alignment and retention: Significant unvested RSUs and options plus strict hedging/pledging prohibitions suggest high alignment; upcoming vesting dates (Mar 2026/2027; May 2026 price-conditioned RSUs) are potential supply points to monitor for insider selling pressure contingent on price performance .
- Incentive sensitivity: With market-condition RSUs tied to a three-year Performance Price, executive incentives are sensitive to sustained share price levels into May 2026; traders should watch price momentum and 30-day averages approaching that date .
- Governance and severance economics: Double-trigger CIC terms at 1.0x base + target bonus and immediate equity vesting are moderate; non-compete through the 12-month severance period reduces near-term transition risk if she departs .
- Technical supply: Registration rights and regular annual vesting tranches can create periodic supply; her prior personal participation in the 2022 financing demonstrates capital alignment at low strikes, potentially influencing exercise/hold behavior if shares trade above those levels .
