Andy Pasternak
Context TherapeuticsAbout Andy Pasternak
Andy Pasternak (age 54) is the independent Chairman of the Board at Context Therapeutics (CNTX), appointed in January 2025, and serves on the Audit and Compensation Committees; he brings 25+ years in biopharma strategy including Chief Strategy Officer at Horizon Therapeutics and senior partner roles at Bain & Company . He holds a B.A. in economics from Northwestern University and an MBA from the University of Chicago; he is also an adjunct lecturer and advisory board member in the Healthcare at Kellogg program . He is classified as independent under Nasdaq rules and leads a board with a separated Chair/CEO structure intended to reinforce objective oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics plc | EVP, Chief Strategy Officer | 2019–2023 | Led corporate strategy, M&A/BD, portfolio; played a central role in Amgen’s $28B acquisition of Horizon in 2023 |
| Bain & Company | Senior Partner; Head of Healthcare Practice (Americas) | Pre-2019 | Led healthcare practice; broad biopharma advisory leadership |
| Chemical Securities (J.P. Morgan) | Investment Banking Analyst | Early career | Capital markets grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Endo, Inc. | Director | Current | Specialty pharmaceutical company board seat |
| Bain & Company | Advisory Partner | Current | Strategy advisory; potential industry interlocks to monitor |
| Kellogg School of Management (HCAK) | Adjunct Lecturer; Advisory Board Member | Current | Teaches biopharma course; advisory role |
Board Governance
- Board leadership: Independent Chair (Andy Pasternak); agendas and materials set by Chair; separation from CEO increases accountability and oversight .
- Committee assignments (as of March 15, 2025): Audit—Member; Compensation—Member; Nominating & Corporate Governance—Not a member; Audit Chair: Linda West; Compensation Chair: Karen Smith .
- Appointment history: Appointed Chair and director effective Jan 13, 2025; joined Audit and Compensation Committees; Dr. Smith named Compensation Committee Chair the same day .
- Independence: Board determined all non-employee directors (including Pasternak) are independent under SEC/Nasdaq standards .
- Attendance/Engagement: Board met 11 times in 2024; each then-serving member attended ≥75% of aggregate Board/committee meetings; Audit Committee met 6 times; Compensation Committee met 5 times; Nominating Committee met 5 times (Pasternak joined in 2025; meeting cadence indicates active oversight) .
Committee Memberships and Meeting Cadence
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Linda West | 6 |
| Compensation | Member | Karen Smith | 5 |
| Nominating & Corporate Governance | Not a member | Jennifer Evans Stacey | 5 |
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Board Chair annual cash retainer | $55,000 | Payable quarterly; confirmed in appointment 8‑K and the non-employee director program |
| Audit Committee member retainer | $7,500 | Annual; non-chair member |
| Compensation Committee member retainer | $5,000 | Annual; non-chair member |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Stock options (appointment grant) | Jan 13, 2025 | 20,685 options | Vest on the earlier of June 13, 2025 or the 2025 annual meeting | Granted under non-employee director program; strike price not disclosed in 8‑K |
| Annual stock options (program) | Effective at 2025 Annual Meeting | Targeted fair value ~$120,000 for directors; +$15,000 for Board Chair | Options vest on earlier of first anniversary or next annual meeting | Board approved updated program; applies prospectively |
- No director performance metrics (e.g., TSR, revenue) are tied to director equity; director options are time-based and service‑conditioned .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Endo, Inc. | Director | None disclosed with CNTX; Item 404(a) states no related party transactions; monitor sector overlap |
| Bain & Company (Advisory Partner) | Advisor | No related-party transactions disclosed; monitor advisory engagements for counterparty overlaps |
Expertise & Qualifications
- Strategy/M&A: Led corporate strategy and large-cap transaction execution (e.g., Horizon sale to Amgen) .
- Biopharma commercial and portfolio management experience; extensive healthcare consulting leadership .
- Academic engagement: Adjunct lecturer and program advisory member at Kellogg (HCAK), supporting sector knowledge depth .
- Education: B.A. (Economics, Northwestern); MBA (University of Chicago) .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Options Exercisable (≤60 days) | Options Unexercisable | Ownership % |
|---|---|---|---|---|
| Andy Pasternak | — | — | 20,685 (granted Jan 13, 2025; vesting as noted) | <1% |
- As of March 1, 2025, beneficial ownership table shows “—” shares and “*” less than 1% for Pasternak; options vesting beyond 60 days are excluded from beneficial ownership .
- No shares pledged or hedging disclosed; Section 16(a) filings were timely in 2024 (pre-Pasternak appointment) .
Governance Assessment
- Positives: Independent Chair structure enhances oversight; Pasternak designated independent; active committee roles across Audit and Compensation; no related‑party transactions disclosed; compensation committee uses an independent consultant with no conflicts (Cannae HR Solutions) .
- Alignment: Cash retainer plus time‑based options are standard; current personal share ownership is minimal, but initial option grant provides some alignment; annual equity program increases at‑risk pay via options .
- Watch items/RED FLAGS to monitor:
- Minimal direct share ownership at appointment (alignment risk until equity vests) .
- External commitments (Endo board; Bain advisory) require continued monitoring for any future related‑party transactions or overlaps; currently none disclosed under Item 404(a) .
- Company-level governance signal: reverse stock split authorization sought due to Nasdaq minimum bid price non-compliance—board oversight critical during potential capital structure changes .
Overall, Pasternak’s strategic/M&A depth and independent Chair status are positives for board effectiveness; continued tracking of equity vesting/ownership buildup and any evolving interlocks will inform investor confidence .