Karen Smith
Context TherapeuticsAbout Karen Smith
Karen Smith, MD, PhD, MBA, LLM, age 57, joined Context Therapeutics’ Board in September 2024 and is an independent director; she became Chair of the Compensation Committee on January 13, 2025. She has extensive biopharma leadership experience (CMO roles; Global Head of R&D) and advanced degrees in medicine, science, business, and law from Curtin University, University of New England (MBA), The University of Western Australia/UCLA (PhD), University of Warwick (MD), and Salford University (LLM). Her current Board term runs through the 2027 annual meeting; the Board has an independent Chair (Andy Pasternak).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quince Therapeutics/Novosteo, Inc. | Chief Medical Officer | Jan 2022 – Sep 2023 | Private biopharma; consulting since Nov 2018 |
| Emergent BioSolutions, Inc. | Chief Medical Officer | Apr 2020 – Dec 2021 | Public health company |
| Medeor Therapeutics, Inc. | President & Interim CEO | May 2019 – Jan 2020 | Biotechnology company |
| Jazz Pharmaceuticals | Global Head of R&D & Chief Medical Officer | — | Senior R&D leadership (dates not disclosed) |
| Allergan; AstraZeneca; Bristol Myers Squibb | Senior leadership roles | — | Early career senior roles (dates not disclosed) |
| Independent consulting | Consultant | Since Nov 2018 | International consulting services |
External Roles
| Company | Role | Status/Tenure | Committees/Impact |
|---|---|---|---|
| Aurinia Pharmaceuticals | Director | Current | Public biopharma |
| Sangamo Therapeutics | Director | Current | Public biotech |
| Skye Bioscience | Director | Current | Public biotech |
| Capstan Therapeutics | Director | Current | Private biotech |
| Forward Pharma | Director | Prior; acquired by Biogen (2017) | Public → acquired |
| Sucampo Pharmaceuticals | Director | Prior; acquired by Mallinckrodt (2018) | Public → acquired |
| Acceleron Pharma | Director | Prior; acquired by Merck (2021) | Public → acquired |
| Antares Pharma | Director | Prior; acquired by Halozyme (2022) | Public → acquired |
| Talaris Therapeutics (now Tourmaline Bio) | Director | Prior | Public biotech |
| Mariana Oncology | Director | Prior; acquired by Novartis (2024) | Private → acquired |
Board Governance
- Committee assignments (as of March 15, 2025): Compensation (Chair: Dr. Karen Smith); Audit (Chair: Linda West); Nominating & Corporate Governance (Chair: Jennifer Evans Stacey). All committee members are independent per Nasdaq rules.
- Compensation Committee composition and leadership changes: Smith joined on Sep 4, 2024; Smith became Chair on Jan 13, 2025. Compensation Committee met 5 times in 2024.
- Nominating & Corporate Governance Committee: Stacey, Kantoff, Walker; met 5 times in 2024.
- Board structure: Seven members; terms continue until the 2027 annual meeting. Independent Chair (Andy Pasternak).
- Independence: All directors except CEO (Lehr) are independent under SEC/Nasdaq standards.
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board/committee meetings for which they were a member.
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| 2024 Cash Fees (Karen Smith) | 14,552 | Partial year service after September appointment |
| 2024 Option Award Grant Date Fair Value | 36,338 | ASC 718 grant-date fair value |
| 2024 Total | 50,890 | Sum of cash + option fair value |
Non-Employee Director Compensation (effective at 2025 Annual Meeting):
| Component | Amount ($) | Notes |
|---|---|---|
| Board Chair annual cash retainer | 55,000 | — |
| Other directors annual cash retainer | 40,000 | — |
| Audit Committee Chair | 15,000 | Additional cash retainer |
| Compensation Committee Chair | 11,000 | Additional cash retainer |
| Nominating Committee Chair | 8,000 | Additional cash retainer |
| Audit Committee member (non-chair) | 7,500 | Additional cash retainer |
| Compensation Committee member (non-chair) | 5,000 | Additional cash retainer |
| Nominating Committee member (non-chair) | 4,000 | Additional cash retainer |
| Annual option grant fair value (director) | 120,000 | $15,000 additional for Board chair |
Prior program (pre-update): option grant of 25,000 shares annually (50,000 for Board chair), with time-based vesting aligned to annual meeting.
Performance Compensation
Director equity grant details:
| Grant Date | Instrument | Shares/Units | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024-09-04 | Stock Options | 19,315 | Vest on earlier of June 13, 2025 or the 2025 annual meeting date (June 12, 2025) | 36,338 |
Compensation Committee—executive bonus performance plan overseen by the committee:
| Executive | Target Bonus % of Salary | 2024 Performance Achievement | Discretionary Adjustment | Actual Bonus ($) |
|---|---|---|---|---|
| Martin Lehr (CEO) | 50% | 94% | +4% of target | 248,978 |
| Alex Levit (CLO) | 40% | 94% | +4% of target | 149,922 |
| Jennifer Minai-Azary (CFO) | 40% | 94% | +4% of target | 156,347 |
- 2024 performance metrics covered clinical development, financial, business development, and corporate objectives; payouts were 98% of target (94% achieved +4% discretionary).
Other Directorships & Interlocks
- Independence determinations affirmed; no Item 404 related-party transactions reported at appointment.
- No related-party transactions >$120,000 since January 1, 2023 (other than compensation).
- Board policy limits non-executive directors to no more than four public company boards in addition to CNTX; Smith currently serves on three other public boards (Aurinia, Sangamo, Skye), within guideline.
Expertise & Qualifications
- Credentials: MD (Warwick), PhD (UWA/UCLA), MBA (UNE), LLM (Salford), BSc (Curtin).
- Product development track record: contributions to approved products across oncology (Herceptin, Vyxeos), rare disease (Defitelio), cardiology (Irbesartan), dermatology (Voluma, Botox), neuroscience (Abilify), anti-infectives (Teflaro).
- Governance experience: multiple public/private boards with M&A exits (Acceleron/Merck; Antares/Halozyme; Mariana/Novartis; Sucampo/Mallinckrodt).
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | — | As of March 1, 2025 (none reported; options not exercisable within 60 days are excluded) |
| Beneficial ownership (%) | <1% | As of March 1, 2025 |
| Options outstanding (#) | 19,315 | As of December 31, 2024 |
| Shares pledged as collateral | Not disclosed; Company policy requires pre-clearance for pledging and prohibits hedging/monetization transactions | Insider Trading Policy |
- Insider Trading Policy prohibits hedging/monetization and publicly-traded options; pledging requires advance pre-clearance.
Governance Assessment
- Committee leadership: Smith chairs the Compensation Committee (since January 13, 2025), positioning her to drive pay-for-performance alignment; the committee met five times in 2024 and engages independent consultants (Cannae HR Solutions) for peer and pay analysis.
- Independence and attendance: Board majority independent; Smith determined independent; Board met 11 times in 2024 with ≥75% attendance per director—supports engagement.
- Director compensation mix: 2024 pay for Smith was equity-heavy by fair value ($36,338 options; $14,552 cash), consistent with alignment practices; 2025 program increases equity via a targeted $120,000 option grant per director.
- Ownership alignment: As of March 1, 2025, Smith had no reportable beneficial ownership (options not within 60-day window); initial onboarding grant (19,315 options) vests at or before the 2025 annual meeting—alignment improves post-vesting.
- Conflicts/related-party exposure: No related-party transactions since 2023; appointment 8-K indicates no Item 404 transactions and independence determination—low conflict risk.
- Risk controls: Anti-hedging policy and pre-clearance for pledging reduce misalignment/optics risk; company maintains SEC- and Nasdaq-compliant compensation recovery (clawback) policy for executives (Rule 10D-1).
- Board capacity: Smith’s multi-board service (three current public boards besides CNTX) is within CNTX’s governance guideline ceiling, but continued monitoring of time commitments is prudent given committee chair duties.
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2024) | All timely, based on review of filings and written representations |