Jennifer Callahan
About Jennifer Callahan
Jennifer L. Callahan is Senior Vice President, Chief Financial Officer and Secretary of Cingulate Inc., serving as CFO since January 25, 2024 and with the company since 2017; she is 54 years old, a CPA, and holds a BSBA in Accounting and Finance from Creighton University . Her compensation framework targets a 25% annual bonus, with significant equity-based incentives and a 2024 cash-conservation “contingent bonus” tied to CTx-1301 NDA timing . Governance policies include an anti-hedging insider trading policy and a Dodd-Frank compliant clawback (Recovery Policy) adopted in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cingulate Inc. | SVP, CFO & Secretary | Jan 2024 – Present | Led finance through capital structure changes and equity plan expansion |
| Cingulate Inc. | VP, Corporate Controller | Jan 2019 – Jan 2024 | Built controllership, supported public-company reporting |
| Cingulate Inc. | Accounting role | Jan 2017 – Jan 2019 | Established accounting processes pre-IPO |
| Meridian Business Services | Director of Accounting | 2014 – 2016/2017 | Provided outsourced controller services to start-ups and turnaround situations |
| Deloitte | Audit practice | Jun 1992 – Dec 1998 | Audit and financial controls expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various (consulting) | Consultant (Accounting/Finance) | Various | Process improvement and advisory to companies across industries |
| Creighton University | BSBA (Accounting & Finance) | — | Foundational education for CPA credential |
| CPA designation | Certified Public Accountant | — | Professional accreditation guiding internal controls |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (contract) | $350,000 (reinstated Sep 2024) | $364,000 (effective Jan 1, 2025) |
| Actual Salary Paid | $253,981 (reflects 40% reduction effective Dec 16, 2023; reinstated Sep 2024) | |
| Target Bonus % | 25% of base salary | 25% of base salary |
| Actual Bonus Paid | $105,000 (50% cash, 50% option grant) | |
| Contingent Bonus (salary restoration) | $88,754 unpaid salary + 20% premium, payable 3 months post CTx-1301 NDA filing, in cash/equity at Board’s discretion |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting | Terms |
|---|---|---|---|---|---|---|
| Annual Bonus (FY 2024) | Company and individual performance (discretionary) | — | 25% of base | $105,000; paid 50% cash/50% options (Jan 2025) | Not disclosed for bonus options | Committee discretion |
| Stock Options (Grant) | Equity retention/performance alignment | — | — | Options granted Mar 4, 2024; exercise price $14.16; vesting below | 50% at 6 months from grant; remaining monthly over 30 months | Expiration Mar 4, 2034 |
Outstanding options at FY 2024 year-end:
- Exercisable: 5,499 shares; Unexercisable: 4,502 shares; Exercise price: $14.16; Expiration: 3-4-2034 .
Compensation policies:
- Anti-hedging policy prohibits hedging/monetization transactions (e.g., collars, forwards) .
- Recovery Policy (clawback) adopted in 2023 compliant with Nasdaq/SEC Section 954 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Apr 14, 2025) | 18,322 shares; includes 88 warrants currently exercisable and 18,039 options exercisable within 60 days; excludes 24,641 options not exercisable within 60 days |
| Ownership % of Shares Outstanding | Less than 1% (3,941,258 shares outstanding basis) |
| Vested vs Unvested | Vested: 18,039 options within 60 days; Unvested: 24,641 options (outside 60 days) |
| Stock Ownership Guidelines | Corporate Governance Guidelines include “Stock ownership” topic; specific multiple not disclosed |
| Hedging/Pledging | Hedging prohibited by policy; pledging not specifically disclosed |
| Section 16(a) Compliance | Late Form 4 filed Mar 22, 2024 for Mar 15, 2024 purchase (administrative error) |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Date/Role | Employment agreement dated Jan 25, 2024; SVP, CFO & Secretary |
| Base Salary | $350,000 reinstated Sep 2024; $364,000 effective Jan 1, 2025 |
| Annual Bonus Target | 25% of base salary; actual determined by Compensation Committee (company and individual performance) |
| Severance (no CoC) | 1x base salary + annual target bonus, paid in 12 equal monthly payments; vesting acceleration of options/SARs that would vest over next 4 months |
| Change-of-Control (within 12 months) | 1x base salary + annual target bonus lump sum; options/SARs vest/exercisable for full term; gross-up not provided; payments structured to avoid or provide greater-of cut vs full payment less excise under 280G/4999 |
| Triggers | Termination without cause or for Good Reason; double-trigger for CoC |
Compensation Structure Analysis
- Increased equity use and contingent bonus reflect liquidity constraints and retention focus; 2024 bonuses paid half in options to conserve cash while aligning incentives .
- Option-heavy mix with 6-month cliff followed by monthly vesting can create periodic incremental selling capacity; no repricing disclosed, but voluntary forfeiture of high-strike options in Dec 2024 indicates clean-up of impractical awards (Callahan forfeited 220 options with $331–$1,440 strikes) .
- Board and Pay Governance recommended expanding plan shares by 800,000 to support competitive equity awards and mitigate retention risk .
Risk Indicators & Red Flags
- Liquidity/Listing risk: Company pursued reverse splits and equity plan expansion to maintain Nasdaq compliance; continued monitoring risk until May 21, 2025 (company-level risk impacting equity compensation value) .
- Late Section 16(a) filing (administrative) for Callahan in March 2024; minor governance process lapse .
- Related party transactions oversight: robust Audit Committee review; no Callahan-specific related-party transactions disclosed .
Investment Implications
- Pay-for-performance alignment is moderate: a discretionary bonus framework paired with heavy option usage and a vesting schedule aligns upside with execution but lacks explicit quantitative metrics, increasing committee discretion risk .
- Retention risk is salient: contingent bonus tied to CTx-1301 NDA and equity plan expansion explicitly target retention; ongoing liquidity and listing compliance could affect realized value of equity awards .
- Insider selling pressure is likely to be episodic around monthly vest dates given the 30-month vesting tail, though anti-hedging limits riskier monetization strategies; monitor Form 4s around vesting cycles .
- Severance/change-of-control terms are standard (1x cash + target bonus; double-trigger), with limited acceleration (4 months non-CoC) mitigating windfall risk while preserving protection if strategic outcomes occur .