Jennifer Minai-Azary
Context TherapeuticsAbout Jennifer Minai-Azary
Jennifer Minai-Azary, 47, is Chief Financial Officer and Treasurer of Context Therapeutics (CNTX). She joined in November 2021 after serving as CFO of Millendo Therapeutics (now Tempest Therapeutics), with earlier roles at PAREXEL and Ernst & Young; she holds a Master of Accounting and B.B.A. from the University of Michigan and serves on the board of KAHR Medical Ltd. . Company-level TSR, revenue growth, and EBITDA growth metrics tied to her compensation were not disclosed in the proxy; 2024 annual bonuses were based on company-wide goals covering clinical development, financial, business development and other corporate objectives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Millendo Therapeutics (now Tempest Therapeutics) | Chief Financial Officer; earlier VP Finance and other finance roles | — | Led financial reporting, accounting, treasury, tax, risk; played key roles in financing transactions and company mergers |
| PAREXEL International | Director, Technical Accounting | — | Led technical accounting |
| Ernst & Young | Audit (increasing responsibility) | — | Managed financial statement audits for public and private clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KAHR Medical Ltd. | Director | — | Clinical stage company; board service disclosed in CNTX proxy |
Fixed Compensation
- Current base salary: $425,000 effective February 17, 2025; target bonus 40% of base salary (unchanged vs. 2024) .
- 2024 bonus achievement: plan goals certified at 94% with an additional 4% discretionary payout; Ms. Minai-Azary’s actual bonus was $156,347 .
- 2025 structure: bonus eligibility maintained with same target (40% of base); payout will depend on 2025 goal achievement .
Multi-year compensation (CFO):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $374,125 | $385,819 | $397,393 |
| Bonus (discretionary portion only) | $22,557 | $0 | $6,381 |
| Option Awards (grant-date fair value) | $147,013 | $102,533 | $134,878 |
| Non-Equity Incentive Plan Compensation | $127,823 | $108,424 | $149,966 |
| All Other Compensation | $9,150 | $9,900 | $10,350 |
| Total | $680,668 | $606,676 | $698,968 |
Notes:
- 2024 actual bonus payout totaled 98% of target (94% goals + 4% discretionary), consistent with the non-equity incentive plan payout shown above .
Performance Compensation
2024 annual bonus framework:
| Element | Detail |
|---|---|
| Metric categories | Company-wide goals: clinical development, financial, business development, and other corporate objectives |
| Target | 40% of base salary |
| Weighting | Not disclosed |
| Achievement | 94% achievement plus 4% discretionary; total payout 98% of target |
| Payout (CFO) | $156,347 |
| Vesting | Annual cash bonus; no vesting schedule applicable |
Equity grant practices and timing controls:
- Company policy to avoid grants while in possession of MNPI; 2024 executive option grants were made after market close on March 21, 2024, following the 10-K filing before market open that day; management notes a full trading day elapsed before grants; the stock’s next-session move was -6.96% around disclosure timing, indicating no opportunistic timing .
Equity Ownership & Alignment
Beneficial ownership (CFO), including shares and options exercisable within 60 days:
| Date (record) | Common shares | Options exercisable within 60 days | Total beneficial shares | Ownership % |
|---|---|---|---|---|
| Mar 1, 2023 | 40,000 | 59,181 | 99,181 | <1% |
| Jul 8, 2024 | 40,000 | 179,366 | 219,366 | <1% |
| Mar 1, 2025 | 40,000 | 270,740 | 310,740 | <1% |
Outstanding equity awards (as of Dec 31, 2024):
| Grant date | Instrument | Exercisable (#) | Unexercised/unearned (#) | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|---|
| 11/1/2021 | Stock option | 52,753 | — | $5.59 | 11/1/2031 | 36 equal monthly installments from grant date |
| 2/25/2022 | Stock option | 79,666 | 32,804 | $1.79 | 2/24/2032 | 25% on 2/25/2023; monthly over 3 years thereafter |
| 2/13/2023 | Stock option | 72,417 | 85,584 | $0.84 | 2/12/2033 | 25% on 2/13/2024; monthly over 3 years thereafter |
| 3/21/2024 | Stock option | — | 160,115 | $1.07 | 3/20/2034 | 25% on 3/21/2025; monthly over 3 years thereafter |
Additional alignment/governance practices:
- Insider Trading Policy adopted; applies to officers and directors .
- Compensation Committee has authority to consider stock ownership guidelines and clawback policies, though specific executive ownership guidelines or clawback terms were not disclosed in the proxy .
Pledging/hedging:
- No explicit pledging policy or disclosures regarding pledged shares were identified in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | Appointed CFO on November 1, 2021 |
| Employment status | At-will; employment agreement dated Nov 1, 2021 |
| Base salary trajectory | $387,229 as of Feb 16, 2023 ; increased to $425,000 effective Feb 17, 2025 |
| Target bonus | 40% of base salary (2023–2025) |
| Equity on hire | Non-qualified option to purchase 52,753 shares vesting monthly over 36 months (grant price = last sale price on 11/1/2021) |
| Severance (without cause or for good reason) | 9 months base salary continuation; up to 12 months medical, vision, dental benefits; vesting acceleration of equity scheduled to vest within 12 months |
| Change-in-control (double-trigger within 12 months) | 100% of base salary plus 100% of target bonus payable over 12 months; up to 12 months benefits; full acceleration of all outstanding equity |
| Non-compete / Non-solicit | Non-compete during employment and 6-month Restricted Period post-termination across U.S. states where CNTX operates; non-solicitation of employees and business relations for same period |
| 280G treatment | Best-net approach (pay full or cut back to avoid excise tax) determined by independent accounting firm |
| Insider trading / MNPI timing | Insider Trading Policy in place; equity award timing procedures to avoid MNPI conflicts |
Related Party Transactions and Governance Notes
- No related party transactions since January 1, 2023 (other than compensation) were disclosed .
- Equity Compensation Plan info: 3,273,615 instruments outstanding and 209,115 securities remaining available under plans as of Dec 31, 2024 (before the 2025 evergreen increase) .
- Compensation consultant: Cannae HR Solutions engaged for market data, peer analysis, and program assessment; no consultant conflicts disclosed .
Performance & Track Record
- Disclosed achievements from prior roles include leading financing transactions and mergers at Millendo; technical accounting leadership at PAREXEL; and audit leadership at EY .
- No CNTX-specific TSR or CFO-specific performance metrics (beyond the company-wide bonus goal categories) were disclosed .
Compensation Structure Analysis
- Mix and at-risk pay: Significant equity via stock options plus a 40% target cash bonus indicate meaningful at-risk pay aligned to corporate milestones; 2024 payout at 98% suggests near-target performance .
- Shift in equity design/repricing: No option repricing disclosed; 2024 grants followed stated timing protocols around the 10-K filing .
- CIC protection: Double-trigger equity acceleration and 1x salary + 1x target bonus provide retention in strategic events without single-trigger windfalls .
- Ownership/pledging/clawback: Specific executive stock ownership guidelines and clawback triggers were not disclosed; committee retains authority to adopt such policies .
Say-on-Pay & Shareholder Feedback
- No advisory say-on-pay vote or outcomes are presented in the 2025 proxy; no shareholder feedback on executive compensation was disclosed .
Risk Indicators & Red Flags
- Tax gross-ups: None disclosed; 280G “best-net” provision applies .
- Hedging/pledging: Policy details not disclosed; Insider Trading Policy is in force .
- Legal/SEC proceedings: None disclosed in the proxy related to the executive .
- Grant timing: Grants timed per policy; 2024 timing around 10-K without evidence of opportunistic pricing .
Compensation Peer Group (Benchmarking)
- Consultant support disclosed; the specific peer group composition and target percentile for executive compensation were not disclosed .
Equity Vesting Schedules (CFO) – Detail
- 11/1/2021 option: 36 equal monthly installments from grant date; strike $5.59; expires 11/1/2031 .
- 2/25/2022 option: 25% cliff on 2/25/2023, then monthly over three years; strike $1.79; expires 2/24/2032 .
- 2/13/2023 option: 25% cliff on 2/13/2024, then monthly over three years; strike $0.84; expires 2/12/2033 .
- 3/21/2024 option: 25% cliff on 3/21/2025, then monthly over three years; strike $1.07; expires 3/20/2034 .
Investment Implications
- Alignment and retention: A multi-year option program with continuing monthly vesting and double-trigger CIC protection should support retention through clinical and financing milestones; however, the absence of disclosed executive ownership guidelines and detailed clawback terms is a modest governance gap .
- Potential selling pressure: Upcoming monthly vesting from the 2022–2024 option grants increases the potential for routine liquidity events; specific 10b5‑1 plans or Form 4 patterns were not available in the proxy materials .
- Pay-for-performance: 2024 payouts near target reflect corporate goal attainment; investors should monitor 2025 goal stringency and any changes to performance metrics, given broad qualitative categories and committee discretion .
- Change-in-control economics: Double-trigger severance (1x salary + 1x target bonus) and full equity acceleration are market-consistent for small-cap biotech CFOs and reduce the risk of management entrenchment while ensuring continuity through strategic transactions .