Linda West
Context TherapeuticsAbout Linda West
Linda West, 65, has served as an independent director of Context Therapeutics (CNTX) since March 2021. She is the Audit Committee Chair and a member of the Compensation Committee, and the Board has determined she is independent under SEC and Nasdaq rules; she is designated an “audit committee financial expert.” Ms. West spent 1981–2019 at E. I. du Pont de Nemours and Company in multiple finance and operating leadership roles and holds a B.S. in Accounting with a minor in Business Administration from the University of Delaware. Her term continues through the 2027 annual meeting cycle as part of the company’s declassified board transition.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E. I. du Pont de Nemours and Company | Vice President, Corporate Planning & Analyses | Oct 2009–Nov 2019 | Led transformational transactions: major divestitures, spin-offs, acquisitions, DuPont–Dow merger and subsequent spin-offs into three companies. |
| E. I. du Pont de Nemours and Company | Vice President, General Auditor & Chief Ethics and Compliance Officer | Five years during initial Sarbanes–Oxley Act implementation | Led SOX implementation oversight, ethics/compliance program leadership. |
| E. I. du Pont de Nemours and Company | Chief Financial Officer (multiple DuPont businesses) | Not disclosed (within 1981–2019) | Finance leadership with P&L accountability in multiple operating units. |
| E. I. du Pont de Nemours and Company | Business Leadership (Imaging Technologies, Personal Protection, Microcircuit Materials, Industrial Imaging) | Not disclosed | P&L accountabilities across late- and early-stage businesses. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Galera Therapeutics, Inc. | Director | Prior | Public biopharmaceutical company; tenure not specified. |
Board Governance
- Committee assignments (as of March 15, 2025): Audit Committee Chair; Compensation Committee member; previously served on Nominating & Corporate Governance Committee until replaced September 4, 2024.
- Audit Committee composition and activity: West (Chair), Pasternak, Stacey; six meetings in 2024. Audit Committee report signed by West as Chair.
- Compensation Committee composition and activity: Pasternak, Smith (Chair since Jan 13, 2025), West; five meetings in 2024.
- Independence and leadership: All directors other than CEO Lehr are independent; the Board has an independent Chair (Andy Pasternak).
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and relevant committee meetings.
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Linda West | 2024 | 62,368 | — | 100,687 |
- 2025 non‑employee director cash retainer schedule (effective as of the 2025 Annual Meeting): Chair of Board $55,000; other directors $40,000; committee chair retainers — Audit $15,000, Compensation $11,000, Nominating $8,000; non‑chair committee member retainers — Audit $7,500, Compensation $5,000, Nominating $4,000; paid quarterly in arrears; reasonable travel expenses reimbursed.
Performance Compensation
| Component | Grant Size / Fair Value | Instrument | Vesting / Performance Condition | Notes |
|---|---|---|---|---|
| Annual equity (pre‑2025 program) | 25,000 options per director; 50,000 for Board chair | Stock options | Vest on earlier of 1st anniversary or next annual meeting; service‑based | Prior program in effect before 2025 update. |
| Annual equity (2025 program) | Targeted fair value ≈ $120,000; +$15,000 for Board chair | Stock options | Vest on earlier of 1st anniversary or next annual meeting; service‑based | Plan-administered options under 2021 LTPI Plan. |
| 2024 grant value (West) | $38,319 | Stock options | FASB ASC 718 grant-date fair value | Valuation methods per Note 7 of 2024 10‑K. |
- No director performance metrics (e.g., TSR, revenue, ESG) are disclosed for director equity; awards are time‑based options, aligning director pay with shareholder value through option exposure.
Other Directorships & Interlocks
| Person | External Board | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Linda West | Galera Therapeutics, Inc. | Director (prior) | None disclosed with CNTX; Board affirms independence of all non‑employee directors. |
Expertise & Qualifications
- Audit committee financial expert per SEC rules, based on formal education and multiple finance leadership roles.
- Deep transactional expertise (DuPont–Dow merger, divestitures, spin‑offs) and broad P&L leadership across operating businesses.
- Ethics and compliance leadership during SOX implementation; strong governance, controls, and risk oversight credentials.
- Education: B.S. in Accounting, University of Delaware (minor in Business Administration).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Beneficial Ownership (%) | Method/Footnote | Shares Outstanding (Reference) |
|---|---|---|---|---|
| Linda West | 65,000 | <1% | Consists of shares issuable upon exercise of stock options exercisable within 60 days of March 1, 2025 (footnote 6). | 89,704,194 (as of March 1, 2025) |
| Instrument | Quantity Outstanding | Exercisable Within 60 Days |
|---|---|---|
| Stock options (as of Dec 31, 2024) | 90,000 | 65,000 (beneficial ownership basis) |
- No pledging or related-party holdings disclosed for West; directors/insiders had no related-party transactions above thresholds since January 1, 2023 (other than compensation).
Governance Assessment
- Board effectiveness: West chairs the Audit Committee, authored the Audit Committee report, and is designated an audit committee financial expert — a strong positive for financial reporting oversight and internal control rigor.
- Independence and engagement: Board and committee independence affirmed; West attended at least 75% of meetings (Board standard met), with active committee service and chair responsibilities.
- Pay and alignment: 2024 director pay mix for West was ~62% cash ($62,368) and ~38% equity ($38,319) via options, with 2025 equity targeted by fair value (≈$120,000) and time‑based vesting aligned to service and shareholder value creation.
- Conflicts/related party: No related‑party transactions involving directors since Jan 1, 2023; indemnification agreements in place consistent with Delaware practice.
- Compensation governance: Compensation Committee (member: West; current chair: Smith) uses an independent consultant (Cannae HR Solutions) to benchmark executive and director pay; independence assessed and no consultant conflicts disclosed.
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, option repricing, tax gross‑ups, or low attendance; director equity for West is time‑based (no performance metrics), which is typical for small-cap biotech boards but provides less direct pay‑for‑performance linkage than performance‑vested equity.