Peter Werth
About Peter J. Werth
Peter J. Werth (age 86) has served on Cingulate’s board since June 2018 and is the Class I nominee for a new term through 2028. He founded ChemWerth Inc. in 1982, served as its President & CEO until June 2024, and continues as Chairman; earlier roles include VP at Ganes Chemicals (1975–1982) and R&D at Upjohn (now Pfizer) (1965–1975). He holds an M.S. in Organic Chemistry (Stanford) and a B.S. in Chemistry & Math (Fort Hays State). Skills identified by the board include Life Sciences, International Markets, Commercialization, Product Development, Manufacturing, and Corporate Development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cingulate Inc. | Director (Class I) | Jun 2018–present | Past member, Compensation Committee (with Conroy, Givens) in 2022 |
| ChemWerth Inc. | Founder; President & CEO; Chairman | Founder (1982); CEO through Jun 2024; Chairman since Jun 2024 | Built global generic API supply business; ongoing board leadership |
| Ganes Chemicals (Siegfried subsidiary) | Vice President | Mar 1975–May 1982 | Operations/management experience |
| Upjohn Pharmaceuticals (now Pfizer) | Research & Development | 1965–1975 | Technical drug development background |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| VM Pharma LLC | Director | Dec 2010 | Private company |
| VM Therapeutics LLC | Director | May 2012 | Private company |
| VM Oncology LLC | Director | Aug 2014 | Private company |
| Perseus Science Group LLC | Director | Jan 2015 | Private company |
| Likarda LLC | Director | Aug 2017 | Private company |
| Techtona LLC | Director | Sep 2017 | Private company |
| MedRhythms LLC | Director | Jun 2018 | Private company |
| Bastion Healthcare LLC | Director | Sep 2020 | Private company |
| Alopexx Vaccines LLC | Director | Jun 2012 | Listed in 2024 proxy biography |
Board Governance
- Independence: The board determined Werth is not an independent director due to a related-party note issued to Werth Family Investment Associates LLC (WFIA) in 2022 that was later converted to equity; the CEO (Schaffer) is also not independent. Other non-employee directors (Ervin, Lawrence, Roberts) are independent .
- Committee assignments (2024): All three standing committees are fully independent. Audit: Ervin, Lawrence, Roberts (Chair Roberts); Compensation: Ervin, Lawrence (Chair Lawrence), Roberts; Nominating & Corporate Governance: Ervin (Chair Ervin), Lawrence, Roberts .
- Attendance: In 2023, the board met 15 times; Werth attended 11 of 15 board meetings (below 75% threshold). In 2024, the board met 15 times and each director attended at least 75% of the board/committee meetings for which they were a member; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly (minimum twice per year) without management present .
RED FLAGS: Non-independence due to financing ties with WFIA; 2023 attendance shortfall (11/15 meetings) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees earned or paid in cash | $35,000 | Prorated as applicable; paid quarterly in arrears |
| 2024 | Total | $47,775 | Sum of cash plus option grant fair value |
| 2022 | Fees earned or paid in cash | $38,030 | As reported in 2022 director compensation table |
| 2022 | Total | $48,110 | Sum of cash plus option grant fair value |
- Director program highlights (current framework adopted June 2024): Annual cash retainers—Director $35,000; Lead Independent Director $55,000; Committee Chair retainers—Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $8,000; Committee member retainers—Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $4,000. Annual equity: 10,000 stock options vesting on first anniversary; new director initial 15,000 options. No routine meeting fees; cash fees pro-rated; reimbursement of reasonable expenses .
- 2023 note: The board deferred payment of cash fees for Q2–Q4 2023 as part of cost containment .
Performance Compensation
| Year | Award Type | Grant Details | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| 2024 | Non-qualified stock options | Annual director grant (Werth reported option awards value $12,775) | $12,775 (ASC 718) | Vests in single installment on first anniversary | Black-Scholes (June 2024): risk-free 4.32%; term 5.50 yrs; vol 1.44; div 0%; FV $7.72 |
| 2023 | Non-qualified stock options | 750 options granted to each then-serving non-employee director on Jun 15, 2023 | See program disclosure (ASC 718) | 1-year cliff vest | Footnote includes 2023 valuation assumptions and post-resignation treatment for former directors |
| 2022 | Non-qualified stock options | 9,000 options granted Feb 25, 2022 to non-employee directors (excl. later appointee); new appointee received 12,000 | $10,080 (Werth) (ASC 718) | 25% at 1-year, remainder monthly over 36 months (for 2022 executive grants); director grants vest per program | 2022 director program established cash retainers and equity |
Note: Director equity grants are time-based options; no performance metrics are disclosed for director compensation. Valuations per ASC 718 as disclosed .
Other Directorships & Interlocks
- Current/private company boards: VM Pharma LLC (since Dec 2010); VM Therapeutics LLC (May 2012); VM Oncology LLC (Aug 2014); Perseus Science Group LLC (Jan 2015); Likarda LLC (Aug 2017); Techtona LLC (Sep 2017); MedRhythms LLC (Jun 2018); Bastion Healthcare LLC (Sep 2020) .
- Additional disclosure (2024 biography): Alopexx Vaccines LLC (since Jun 2012) .
- Public company directorships: None disclosed in the proxy biographies; listings above are private entities .
Expertise & Qualifications
- Degrees: M.S. Organic Chemistry (Stanford); B.S. Chemistry & Math (Fort Hays State) .
- Board-listed skills: Life Sciences; International Markets; Commercialization; Product Development; Manufacturing; Corporate Development .
- Career: Founder and long-time CEO of ChemWerth (generic API supplier), now Chairman; earlier roles in pharma R&D and manufacturing .
Equity Ownership
| Snapshot Date | Total Beneficial Ownership (shares) | % of Class | Components/Breakdown |
|---|---|---|---|
| Apr 14, 2025 | 99,814 | 2.53% | Includes (i) 35 shares issuable on currently exercisable warrants, (ii) 1,703 options exercisable within 60 days, and (iii) 97,994 shares held by Werth Family Investment Associates LLC (WFIA), where Werth is manager with voting and investment power |
| Aug 1, 2025 | 99,814 | 1.90% | Includes (i) 35 warrant shares currently exercisable, (ii) 1,693 options exercisable within 60 days, and (iii) 97,994 shares held by WFIA; excludes 10 options not exercisable within 60 days |
Additional context: As of Dec 31, 2024, Werth held 1,703 stock options (count disclosed in director compensation section) .
Alignment: Ownership is meaningful for a micro-cap; sizable portion held via WFIA may concentrate influence. No pledging disclosures were noted in the proxy sections reviewed .
Related Party Exposure (Conflicts)
- WFIA Note (15% interest; unsecured): Cingulate’s subsidiary issued a $5.0M note to WFIA (Aug 9, 2022), amended to $8.0M (May 9, 2023). A portion was converted on Sep 8, 2023 into pre-funded warrants; the remainder converted Jan 25, 2024—both subject to 19.99% beneficial ownership blocker; Audit Committee and Board approved per related party policy .
- Conversions and terms:
- Sep 8, 2023: Converted $5.8125M into pre-funded warrants (exercise price $0.0001–$0.002/share depending on reverse-split context), representing 6,838,235 pre-split shares; closing price on Sep 8, 2023 was $0.5776; beneficial ownership capped at 19.99% .
- Jan 25, 2024: Converted remaining $3.2875M into pre-funded warrants for 687,043 shares at $4.785 conversion price; closing price Jan 24, 2024 was $4.35; exercised Apr 11, 2024 .
- WFIA Purchase: WFIA purchased ~$1.0M of common stock in a private placement on Aug 11, 2023 at $10.97/share .
- Pre-transaction ownership: Prior to the September 2023 conversion, WFIA owned 2,798,320 shares and Werth owned 21,849 shares, together ~18% of outstanding common stock (pre-split context) .
RED FLAGS: Recurring related-party financing, material insider ownership via WFIA, and non-independence determination tied to these transactions .
Director Compensation Mix (Latest)
| Year | Cash ($) | Equity (ASC 718) ($) | Total ($) | Cash % | Equity % |
|---|---|---|---|---|---|
| 2024 | 35,000 | 12,775 | 47,775 | 73.2% | 26.8% |
Program features: Annual option award (time-based vest), retainers as noted; no performance-based metrics disclosed for directors .
Compensation Committee Analysis
- Composition and independence: As of 2024/2025, Compensation Committee comprises Ervin, Lawrence (Chair), Roberts—each independent under Nasdaq and Rule 16b-3 .
- Consultant: Pay Governance LLC engaged in 2024 (and earlier years) for benchmarking; the committee determined no conflicts of interest .
- 2023–2024 changes: Cash fee deferral in 2023; very modest 2023 director option grants (750 options) followed by reset to 10,000 option annual grants in 2024; reflects capital preservation then normalization .
Governance Assessment
- Positives: Deep sector operating experience; long-tenured founder/CEO background; meaningful equity alignment; committee structure fully independent and functioning (Audit/Comp/NomGov) with identified financial expert; regular executive sessions; strong use of independent comp consultant .
- Concerns/Signals:
- Non-independence due to financing relationship with WFIA, with repeated related-party transactions approved by Audit Committee (heightened conflict oversight required) .
- Attendance shortfall in 2023 (11 of 15 board meetings)—improved to ≥75% in 2024, but prior gap is notable .
- Ownership concentration via WFIA and use of pre-funded warrants (though capped at 19.99% beneficial ownership) .
Overall: Werth brings substantial life sciences and commercialization expertise and is economically aligned; however, persistent related-party financing and prior attendance shortfall warrant ongoing monitoring and robust independent committee oversight .