Luke Walker
Context TherapeuticsAbout Luke Walker
Luke Walker, MD (age 53) is an independent director of Context Therapeutics since September 2024; he is a medical oncologist by training with senior clinical development leadership roles in oncology biotech and currently serves as Chief Medical Officer at Umoja Biopharma . He holds a Doctor of Medicine from the University of Oklahoma College of Medicine and was appointed for a board term continuing to the 2027 annual meeting under the company’s staggered board structure . The Board has determined he is independent under Nasdaq standards and the Board is led by an independent Chair, reinforcing oversight objectivity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harpoon Therapeutics | Chief Medical Officer | Oct 2022 – Aug 2024 | Led clinical development; company acquired by Merck in Mar 2024 |
| Seagen | Vice President, Clinical Development | Mar 2018 – Oct 2022 | Oncology clinical development leadership; Seagen acquired by Pfizer in 2023 |
| Cascadian Therapeutics | SVP, Clinical Development | Earlier (pre‑2018) | Clinical leadership; company acquired by Seagen in 2018 |
| Providence Regional Medical Center; The Everett Clinic | Medical Oncologist/Hematologist | Earlier (career start) | Practicing physician experience |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Zentalis Pharmaceuticals | Director | Public | Current board seat |
| Umoja Biopharma | Chief Medical Officer | Private | Current executive role (CMO) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; appointed Sept 4, 2024 when he replaced Linda West on the committee .
- Committee chairs: Not a chair; current chairs are Jennifer Evans Stacey (Nominating & Corporate Governance), Karen Smith (Compensation), Linda West (Audit) .
- Independence: Board determined all non‑employee directors, including Luke Walker, are independent under SEC and Nasdaq standards .
- Board leadership: Independent Chair (Andy Pasternak) with authority to set agendas and preside over meetings of independent directors .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and applicable committee meetings during the period served .
- Committee activity levels (FY2024): Audit (6 meetings) ; Compensation (5 meetings) ; Nominating & Corporate Governance (5 meetings) .
Fixed Compensation
| Metric | 2024 (Luke Walker) |
|---|---|
| Fees Earned or Paid in Cash ($) | $14,067 |
| Option Awards Fair Value ($) | $36,338 |
| Total ($) | $50,405 |
Non‑Employee Director Standard Compensation (policy update effective as of 2025 Annual Meeting):
| Component | Amount/Terms |
|---|---|
| Board Chair annual cash retainer | $55,000 |
| Other directors annual cash retainer | $40,000 |
| Audit Committee chair retainer | $15,000 |
| Compensation Committee chair retainer | $11,000 |
| Nominating & Corporate Governance chair retainer | $8,000 |
| Audit Committee member retainer (non‑chair) | $7,500 |
| Compensation Committee member retainer (non‑chair) | $5,000 |
| Nominating & Corporate Governance member retainer (non‑chair) | $4,000 |
| Annual equity grant | Options targeting ~$120,000 fair value (Board chair +$15,000); vest at earlier of 1-year anniversary or next annual meeting, subject to continued service |
Prior Policy (pre‑update):
| Component | Amount/Terms |
|---|---|
| Board Chair annual cash retainer | $55,000 |
| Other directors annual cash retainer | $40,000 |
| Audit Committee chair/member | $15,000 chair; $7,500 member |
| Compensation Committee chair/member | $10,000 chair; $5,000 member |
| Nominating & Corporate Governance chair/member | $7,500 chair; $3,500 member |
| Annual equity grant | 25,000 options (50,000 for Board chair); same vesting timing as above |
Performance Compensation
| Metric | 2024 | 2025 Policy |
|---|---|---|
| Annual director equity grant type | Stock options; fair value expensed | Stock options; targeted fair value ~$120,000 (+$15,000 for Chair) |
| Vesting condition | Time‑based: earlier of 1‑year anniversary or next annual meeting, subject to continued service | Same |
| Luke Walker option awards fair value ($) | $36,338 | N/A (policy level; individual grants not disclosed yet) |
| Options outstanding as of 12/31/2024 (#) | 19,315 | N/A |
No director performance metrics (e.g., TSR, EBITDA) or PSUs for directors are disclosed; grants are time‑based options with the vest timing noted above .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Zentalis Pharmaceuticals | Director | No related‑party transactions disclosed involving Luke Walker or Zentalis; Company reports none over required threshold since Jan 1, 2023 |
Expertise & Qualifications
- Oncology physician with clinical development leadership across multiple oncology biotech companies; prior CMO roles and VP Clinical Development at leading oncology firms .
- The Board cites his medical and business background as qualifications for service .
Equity Ownership
| As of Date | Common Shares Beneficially Owned | % of Outstanding | Options/RSUs (60‑day exercisable/vested included) | Notes |
|---|---|---|---|---|
| March 1, 2025 | — (no common shares reported) | <1% (“*” per table) | 19,315 options outstanding as of 12/31/2024 (not necessarily exercisable within 60 days) | Ownership table includes only securities exercisable within 60 days; Luke shows “—” shares; no pledging disclosed; no related‑party transactions |
Governance Assessment
- Independence and oversight: Independent director with no disclosed related‑party transactions; Board led by an independent Chair, improving oversight quality .
- Committee contribution: Member of the Nominating & Corporate Governance Committee, which met five times in 2024; the committee reviews director qualifications, board composition, and governance practices .
- Attendance and engagement: Company reports each director met the ≥75% attendance threshold for Board and committee meetings in 2024; Walker joined in Sept 2024 and is expected to meet this standard .
- Ownership alignment: As of March 1, 2025, Walker reported no common shares; he held options (19,315 outstanding at 12/31/2024), with new policy shifting to fair value‑targeted annual option grants (~$120k), enhancing prospective equity alignment but current “skin‑in‑the‑game” appears modest .
- Compensation structure signals: Move from fixed share counts to fair value‑targeted options in 2025 suggests more consistent market‑aligned equity grants; cash retainers and committee fees align with typical small-cap biotech governance norms .
- Compensation Committee practices: Committee uses an independent consultant (Cannae HR Solutions) for market data and peer analysis; independence assessed with no conflicts identified .
- Risk indicators: No Section 16(a) delinquencies reported for 2024; no related‑party transactions since 2023; no hedging/pledging disclosures noted beyond the insider trading policy; no say‑on‑pay vote held at the 2025 Annual Meeting (agenda limited to auditor ratification and reverse split) .
Board and Shareholder Votes (context)
| Meeting | Proposal | For | Against | Abstentions | Note |
|---|---|---|---|---|---|
| 2025 Annual Meeting | Ratify CohnReznick LLP | 66,649,293 | 20,039 | 46,694 | Passed |
| 2025 Annual Meeting | Reverse Stock Split (1:5–1:50 authorization) | 65,141,783 | 1,540,542 | 33,701 | Passed |
Board met 11 times in 2024; committee meeting counts: Audit (6), Compensation (5), Nominating & Corporate Governance (5) .
RED FLAGS (monitoring)
- Low direct share ownership: As of March 1, 2025, Walker reported no common shares; while options provide potential alignment, lack of direct holdings may be viewed as limited “skin‑in‑the‑game” .
- Nasdaq compliance actions: Company pursued reverse stock split authority due to minimum bid price notice; while not director‑specific, governance must monitor dilution and investor sentiment impacts .
Citations: All facts and figures are drawn from CNTX’s 2025 DEF 14A and related 8‑K filings: **[1842952_0001842952-25-000042_cntx-20250415.htm:10]** **[1842952_0001842952-25-000042_cntx-20250415.htm:11]** **[1842952_0001842952-25-000042_cntx-20250415.htm:12]** **[1842952_0001842952-25-000042_cntx-20250415.htm:16]** **[1842952_0001842952-25-000042_cntx-20250415.htm:18]** **[1842952_0001842952-25-000042_cntx-20250415.htm:19]** **[1842952_0001842952-25-000042_cntx-20250415.htm:22]** **[1842952_0001842952-25-000042_cntx-20250415.htm:23]** **[1842952_0001842952-25-000042_cntx-20250415.htm:24]** **[1842952_0001842952-25-000042_cntx-20250415.htm:52]** **[1842952_0001842952-25-000042_cntx-20250415.htm:53]** **[1842952_0001842952-25-000042_cntx-20250415.htm:54]** **[1842952_0001842952-25-000072_cntx-20250612.htm:1]**.