Jennifer Evans Stacey
Context TherapeuticsAbout Jennifer Evans Stacey
Independent director at Context Therapeutics (CNTX) since March 2021; age 60. She is an experienced life sciences legal and compliance executive with 25+ years in public, private, and non-profit organizations, and holds an A.B. magna cum laude from Princeton and a J.D. from the University of Pennsylvania Law School . The Board classifies her as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galera Therapeutics, Inc. | Chief Legal & Compliance Officer; consultant afterward | Oct 2021–Aug 2024; consulting to Jan 2025 | Led legal/compliance at a public clinical-stage biopharma; continued advisory support post-employment |
| The Wistar Institute | VP, General Counsel, Secretary, Government Relations | Prior (dates not disclosed) | Legal and government affairs oversight at a biomedical research institute |
| Antares Pharma, Inc. (acquired by Halozyme in 2022) | SVP, General Counsel, HR, Secretary | Prior (dates not disclosed) | Legal, HR, and corporate secretary functions; company later acquired |
| Auxilium Pharmaceuticals, Inc. | EVP, General Counsel, HR, Secretary | Prior (dates not disclosed) | Executive legal/HR leadership |
| Aventis Behring, LLC | SVP, Corporate Communications, General Counsel, Secretary | Prior (dates not disclosed) | Corporate communications and legal leadership |
| Rhone-Poulenc Rorer | Legal roles, incl. 2 years in Paris | Prior (dates not disclosed) | International legal experience |
| King & Spalding | Attorney (start of legal career) | Prior (dates not disclosed) | Foundational legal training |
External Roles
| Organization | Role | Status/Timing |
|---|---|---|
| Galera Therapeutics, Inc. | Consultant | Continued through Jan 2025 |
No current public company directorships for Stacey are disclosed beyond CNTX .
Board Governance
- Committee assignments (as of March 15, 2025): Audit member; Nominating & Corporate Governance Chair; not on Compensation (she was replaced Sept 4, 2024) .
- Independence: Board determined all non-employee directors, including Stacey, are independent under Nasdaq/SEC rules .
- Engagement: Board met 11 times in 2024; each member attended ≥75% of aggregate Board and committee meetings during their service period .
- Committee activity: Audit met 6x (members: West [chair], Pasternak, Stacey) ; Compensation met 5x (members: Pasternak, Smith [chair], West; Stacey stepped off Sept 4, 2024) ; Nominating & Corporate Governance met 5x (members: Stacey, Kantoff, Walker) .
| Committee | Member | Chair? |
|---|---|---|
| Audit | Jennifer Evans Stacey | No |
| Nominating & Corporate Governance | Jennifer Evans Stacey | Yes |
| Compensation | Jennifer Evans Stacey | No; member until Sept 4, 2024 |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| 2024 Director cash fees (Stacey) | $58,383 |
| 2025 Non-employee director cash retainers | Board chair $55,000; other directors $40,000; committee chairs: Audit $15,000, Compensation $11,000, Nominating $8,000; committee members (non-chair): Audit $7,500, Compensation $5,000, Nominating $4,000; paid quarterly, prorated for partial years |
Performance Compensation
| Equity | Grant Value/Structure | Vesting |
|---|---|---|
| 2024 Option award (Stacey) | $38,319 grant-date fair value under ASC 718 | Annual director options vest upon earlier of 1-year anniversary or next annual meeting, subject to continued service |
| 2025 Equity program | Annual options targeted at ≈$120,000 FV for directors; +$15,000 FV for Board chair | Same vesting terms as above |
| Options outstanding (12/31/2024) | Stacey: 90,000 options | See vesting policy above |
The director equity program is option-based; no PSUs/RSUs or explicit performance metrics (TSR, EBITDA, etc.) are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | No current public-company board roles disclosed for Stacey |
| Network context | — | Linda West previously served on Galera’s board; Stacey served as Galera’s Chief Legal & Compliance Officer, suggesting professional network overlap but no related-party transactions disclosed |
Expertise & Qualifications
- Legal, compliance, HR, and corporate secretary leadership across biopharma and research institutions; >25 years senior executive experience .
- Education: A.B. magna cum laude (Princeton); J.D. (UPenn Law) .
- Industry background: Life sciences across public/private/non-profit entities; international experience (Paris) .
- Governance qualification: Chairs Nominating & Corporate Governance Committee; serves on Audit Committee (Audit financial expert designation resides with Linda West) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Vested vs. Unvested |
|---|---|---|---|
| Jennifer Evans Stacey | 65,000 (options exercisable within 60 days of Mar 1, 2025) | <1% (“*” per table) | Vested: 65,000 ; Unvested/outstanding: Stacey held 90,000 options in total as of 12/31/2024, implying 25,000 unexercisable at Mar 1, 2025 |
No pledging/hedging or ownership guideline compliance disclosures specific to directors are provided; the Compensation Committee may oversee stock ownership or clawback policies but specific director guidelines are not detailed . No related-party transactions since Jan 1, 2023 are disclosed .
Governance Assessment
- Independence and roles: Stacey is an independent director, Chair of Nominating & Corporate Governance, and member of Audit—positions central to board effectiveness and governance oversight .
- Engagement: Board-level attendance thresholds met (≥75%); committees were active across Audit (6), Compensation (5), and Nominating (5) meetings in 2024, supporting ongoing oversight .
- Alignment and incentives: Director pay mix is standard for small-cap biotech—cash retainers plus annual options—without disclosed performance metrics; Stacey’s beneficial ownership is small (<1%) and comprised of vested options, indicating modest “skin-in-the-game” alignment typical of non-employee directors .
- Conflicts/related parties: No related-party transactions disclosed, and Board members are deemed independent; Stacey’s prior executive role at Galera and network overlap with another CNTX director (Linda West’s prior Galera board service) present no indicated conflicts at CNTX .
- Company context: CNTX faces Nasdaq minimum bid price noncompliance and is seeking authorization for a 1-for-5 to 1-for-50 reverse stock split to maintain listing; governance steadiness and committee leadership (including Stacey’s) are important signals amid listing risk .
RED FLAGS
- Low direct ownership/option-only exposure: Stacey’s beneficial ownership is <1% and consists of options, not common shares—typical for directors but a modest alignment marker for investors focused on ownership depth .
- Listing pressure: Reverse split proposal reflects market/listing risk; while not a director-specific issue, it heightens sensitivity to governance effectiveness and board oversight of capital strategy .
No director-specific issues reported on hedging/pledging, tax gross-ups, option repricing, or related-party transactions; Audit Committee independence affirmed; audit financial expert designated as Linda West .