Claudio Dansky Ullmann
Context TherapeuticsAbout Claudio Dansky Ullmann
Claudio Dansky Ullmann, MD (age 65), served as Chief Medical Officer (CMO) of Context Therapeutics from August 1, 2024 until his employment was terminated without cause effective May 10, 2025 . He earned his M.D. from the School of Medicine, Universidad de Buenos Aires, and trained in medical oncology at Guemes Private Hospital, Buenos Aires . During his brief tenure, Context advanced its T‑cell engager pipeline, including dosing first patients in Phase 1 trials for CTIM‑76 (CLDN6xCD3) and CT‑95 (MSLNxCD3) in 2025, although TSR, revenue, and EBITDA metrics specific to his tenure were not disclosed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Avenge Bio | Chief Medical Officer | Mar 2022 – Feb 2024 | CMO leadership at a private biopharma prior to joining Context |
| MaxCyte | Chief Medical Officer | Apr 2018 – Mar 2021 | CMO at a cell engineering biotech company |
| Infinity Pharmaceuticals | SVP, Head of Clinical Development | Not disclosed | Led clinical development at oncology biotech |
| Takeda Pharmaceuticals | Global Clinical Lead, Oncology TAU | Not disclosed | Oncology global clinical leadership at large pharma |
| National Cancer Institute | Senior Investigator, CTEP | Not disclosed | Government oncology program leadership |
External Roles
Not disclosed in company filings reviewed .
Fixed Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Base salary | $500,000 annual base salary (effective at hire) | |
| Target bonus | 40% of base salary; 2024 bonus (if any) pro‑rated for time employed | |
| Benefits | Eligible for standard executive benefits; if no company medical plan, monthly cash to purchase coverage as mutually agreed | |
| 401(k) | Company safe‑harbor contribution of 3% for eligible employees (company-wide plan) |
Performance Compensation
Company’s annual bonus framework ties payouts to company‑wide goals (clinical development, financial, business development and other corporate objectives). Individual CMO performance metrics, weightings, and actual payout were not separately disclosed. For 2024, the Compensation Committee certified corporate performance at 94% and applied a 4% discretionary uplift (total 98%) for named executive officers; the CMO’s individual 2024 payout was not disclosed .
| Metric category | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Clinical development, financial, BD and other corporate objectives (company-wide) | Not disclosed | Not disclosed | 94% of plan (plus 4% discretionary for NEOs) | Not disclosed for CMO | Cash, paid Q1 following performance year |
Equity Ownership & Alignment
| Grant type | Grant date | Shares/Units | Exercise/Strike | Grant-date FV | Vesting | Notes |
|---|---|---|---|---|---|---|
| Non-qualified stock options (inducement) | Aug 1, 2024 | 202,170 | $2.23 per share | $356,206 | 25% at 1‑year cliff; remaining 75% monthly over 36 months (approx. 1/48 monthly), subject to service | Inducement award outside the plan; standard 10‑year term under form agreement |
- Pledging/hedging: Not disclosed.
- Ownership guidelines: Compensation Committee may consider adoption of ownership/clawback policies; specific guidelines not disclosed .
- Vested vs. unvested: Not tabulated by the company for the CMO. Under his employment agreement, upon termination without cause, any unvested options scheduled to vest within 12 months after termination vest immediately (see Employment Terms) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date | Employment Agreement effective Aug 1, 2024; joined as CMO in Aug 2024 | |
| At‑will employment | Employment is at‑will; either party may terminate at any time | |
| Good Reason (examples) | Material adverse change in position; material reduction in base salary/target bonus; HQ relocation >500 flight miles from home office (or >25 miles added commute if relocated); material breach by company | |
| Severance (no cause or Good Reason) | Accrued benefits; 9 months of base salary (75%) paid ratably; COBRA‑equivalent for up to 12 months; accelerated vesting of unvested equity scheduled to vest within 12 months post‑termination | |
| Change‑in‑control (double trigger) | If terminated without cause or resigns for Good Reason upon or within 12 months after a change in control: Accrued benefits; 12 months of base salary (100%) plus 100% of target bonus (paid ratably over 12 months); COBRA‑equivalent up to 12 months; full vesting acceleration of all unvested equity | |
| Death/Disability | Accrued benefits; pro‑rated target bonus for year of termination; accelerated vesting of equity scheduled to vest within 12 months; COBRA‑equivalent up to 12 months | |
| Release requirement | Severance and benefits under Sections 4(b), 4(c), 4(d), 4(g) require timely execution (and non‑revocation) of a release within 21 days (or longer if required by law) after termination | |
| Restrictive covenants | Agreement includes restrictive covenants. Defined Restricted Period of 6 months post‑termination and Restricted Area as each U.S. state where the company is actively engaged or pursuing business at termination; confidentiality covenants apply | |
| Interim CMO transition | Company notified termination without cause May 1, 2025 (effective May 10, 2025) and appointed director Karen Smith as interim CMO |
Vesting Schedules and Potential Insider Selling Pressure
- The inducement option vests 25% at the one‑year anniversary (Aug 1, 2025) with the balance vesting monthly over the subsequent 36 months, subject to continued service .
- Under his termination‑without‑cause provision, unvested options scheduled to vest within 12 months of the May 10, 2025 termination date vest immediately (which would include the 1‑year cliff and a portion of subsequent monthly vesting within the 12‑month window), subject to signing the required release .
Compensation Structure vs. Performance Metrics
- Pay mix: Salary plus at‑risk annual cash bonus (target 40% of salary) and equity options; option grant struck at fair market value with multi‑year vesting .
- Performance metrics: Company‑level goals include clinical development, financial, and BD objectives; detailed CMO metric weightings and individual goal attainment not disclosed .
- Discretion: The Compensation Committee retains discretion over targets, payouts, and equity grants; engaged an external consultant (Cannae HR Solutions) for market data and peer analysis in 2024 .
Related Party Transactions and Red Flags
- Related party transactions: None reported for executives/directors above the disclosure threshold since January 1, 2023 .
- Clawback/tax gross‑ups: Specific clawback policy and any tax gross‑ups for executives not disclosed; the Compensation Committee may consider adoption/oversight of clawback policies .
- Listing risk: Nasdaq minimum bid price deficiency notice received Feb 27, 2025; board sought stockholder approval for reverse stock split authority to regain compliance .
Performance & Track Record
- Pipeline execution during tenure: First patient dosed in CTIM‑76 Phase 1 (early 2025) and CT‑95 Phase 1 (Apr 9, 2025); initial data timelines targeted for 2026 .
- Departure: Terminated without cause effective May 10, 2025; interim CMO appointed from board (Dr. Karen Smith) .
- Stock/financial performance during tenure: Not disclosed in proxy/filings reviewed for this executive .
Investment Implications
- Alignment and retention: The CMO’s compensation included meaningful at‑risk components (40% target bonus; multi‑year option vesting), but short tenure (≈9 months) and termination without cause introduce leadership continuity risk within clinical development functions .
- Equity overhang: Severance‑linked 12‑month vesting acceleration on termination may modestly increase near‑term option overhang, though the absolute size (202,170 options) is small relative to ≈89.7M shares outstanding as of April 1, 2025 .
- Governance and process: External consultant engagement and structured grant timing processes reduce timing risk around MNPI; the CMO inducement grant (Aug 1, 2024) was disclosed with strike price and fair value, consistent with inducement practice under Nasdaq rules .
- Macro/listing risk outweighs individual signal: Nasdaq bid‑price deficiency and pursuit of reverse split authority pose broader capital markets risks that likely dominate near‑term trading dynamics more than a single officer transition .
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