Martin Lehr
Context TherapeuticsAbout Martin Lehr
Co-founder, President and CEO of Context Therapeutics; director since 2015. Age 41; M.A. in Biotechnology (Columbia University) and B.A. in Economics (University of Pennsylvania) . The proxy does not disclose TSR, revenue or EBITDA growth against his tenure; the company faced Nasdaq bid-price deficiency and sought reverse split authority in 2025 to maintain listing .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Context Therapeutics | Co-founder; President & CEO; Director | Since 2015 | Leads T‑cell engager strategy; long-tenured founder-CEO continuity . |
| Osage University Partners | Founding team member | Not disclosed | Venture investing in academic spinouts; capital allocation experience . |
| Sloan Kettering Institute; Children’s Hospital of Philadelphia | Research (DNA repair; thrombosis/hemostasis) | Not disclosed | Technical grounding in biomedical research supporting R&D leadership . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Praesidia Biotherapeutics (private) | Director | Not disclosed | Cross-company insights; network effects in biotech . |
| CureDuchenne Ventures (impact fund) | Director | Not disclosed | Exposure to rare disease innovation and funding ecosystems . |
| BioBreak | Director (peer network of >2,500 execs) | Not disclosed | Leadership network and talent pipeline benefits . |
| Life Science Cares; Life Science Leader magazine | Advisory roles | Not disclosed | Ecosystem engagement and thought leadership . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | 491,522 | 506,268 |
| Target Bonus % | 50% of salary | 50% of salary |
| Actual Bonus Paid | 172,661 | 238,815 |
| Other Compensation | 9,900 | 10,350 |
| Total Reported Compensation | 860,681 | 1,011,069 |
Notes:
- Effective February 17, 2025, base salary increased to $600,000; target bonus remains 50% of salary .
Performance Compensation
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 annual cash bonus (company-wide goals: clinical development, financial, BD, other corporate objectives) | Not specified (portfolio of goals) | 100% of target | 94% achievement + 4% discretionary = 98% of target | 98% of target | Paid in Q1 2025 |
Equity Ownership & Alignment
| Ownership detail (as of Mar 1, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 1,697,240 | 1.9% of outstanding common stock . |
| Direct/indirect shares | 979,891 (incl. 820,190 in Martin Lehr 2000 Trust) | Trust trustee: Ellyn Lehr . |
| Options exercisable within 60 days | 717,349 | Adds to beneficial ownership calc . |
| Ownership guidelines | Not disclosed | Comp Committee may adopt/oversee guidelines . |
| Pledging/hedging | Not disclosed | Company has an insider trading policy . |
Equity Awards Outstanding and Vesting (as of Dec 31, 2024)
| Grant date | Exercisable | Unexercised/Unearned | Exercise price | Expiration | Vesting terms |
|---|---|---|---|---|---|
| 4/30/2021 | 281,354 | — | $4.94 | 4/30/2031 | Monthly over 36 months from 4/30/2021 (footnote (3)). |
| 2/25/2022 | 180,129 | 74,171 | $1.79 | 2/24/2032 | 25% on 2/25/2023; remainder monthly over next 3 years (5). |
| 2/13/2023 | 131,791 | 155,753 | $0.84 | 2/12/2033 | 25% on 2/13/2024; remainder monthly over next 3 years (6). |
| 3/21/2024 | — | 291,402 | $1.07 | 3/20/2034 | 25% on 3/21/2025; remainder monthly over next 3 years (7). |
Grant timing controls: option awards timed after at least one full trading day following 10‑K filing (3/21/2024 grants) per equity grant policy .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At will; amended and restated agreement (Oct 2021) . |
| Base Salary | Initial $465,000, increased over time; $600,000 effective 2/17/2025 . |
| Target Annual Bonus | 50% of base salary . |
| Severance (no CIC; termination without cause/for good reason) | 12 months base salary; up to 12 months COBRA; accelerate unvested equity scheduled to vest within 18 months . |
| Severance (within 12 months after Change in Control; double trigger) | 150% of base salary (paid over 18 months) + 100% of target bonus (paid over 12 months); up to 12 months COBRA; full vesting of all equity awards . |
| Clawback/ownership policies | Committee empowered to adopt and oversee clawbacks and ownership/retention policies . |
Board Governance
- Roles and independence:
- Lehr is CEO and director; Board determined he is not independent (others are independent) .
- Independent Chair: Andy Pasternak (appointed Chair Jan 13, 2025), enhancing separation of Chair/CEO roles .
- Committees (as of Mar 15, 2025): Lehr serves on no committees; Audit: West (Chair), Pasternak, Stacey; Compensation: Smith (Chair), Pasternak, West; Nominating & Corporate Governance: Stacey, Kantoff, Walker .
- Meetings and attendance: Board met 11 times in 2024; each member attended ≥75% of meetings/committees .
- Director compensation (non‑employee) effective with 2025 meeting: cash retainers ($55k Chair; $40k member); committee chair/member retainers; annual option grant targeting ~$120k fair value (+$15k for Chair) vesting by next annual meeting or 1 year .
Director Compensation (for directors)
| Component | Amount/Terms |
|---|---|
| Chair of Board retainer | $55,000 cash annually . |
| Other directors retainer | $40,000 cash annually . |
| Committee retainers | Audit: Chair $15,000 / member $7,500; Compensation: Chair $11,000 / member $5,000; Nominating: Chair $8,000 / member $4,000 . |
| Equity | Annual options targeting ~$120,000 fair value; +$15,000 target for Chair; vest by next annual meeting or one year . |
Note: CEO/director Lehr receives no additional pay for board service; his compensation is reported in executive tables .
Compensation Structure Analysis
- Mix and trend: 2024 total pay increased vs 2023, driven by higher non‑equity incentive and option grant value ($245k in 2024 vs $187k in 2023), while base salary rose modestly; overall mix remains equity- and incentive‑heavy, supporting at‑risk emphasis .
- Bonus rigor: 2024 goals were assessed at 94% with a 4% discretionary uplift (98% total), indicating discretion used but largely performance-driven; payout paid in Q1 2025 .
- Governance controls: Use of independent consultant Cannae HR Solutions; committee authority over clawbacks, ownership, and risk review of pay policies .
- Equity grant practices: Stated timing controls to avoid awards around MNPI; 2024 CEO grant on 3/21/2024 at $1.07 exercise price; day‑after information dissemination policy observed .
Related Party Transactions and Other Governance Signals
- Historical related party financing (pre‑IPO): In 2020, a family member of the CEO participated in Senior Convertible Notes that converted into equity in 2021; details include $2.5M principal and $0.4M accrued interest to the related party; additional investments in Seed/A rounds and warrants in 2019–2020 .
- Listing and dilution considerations:
- 2024 special meeting doubled authorized common shares to 200,000,000, enabling future financings/awards .
- 2025 proxy sought reverse split authority (1:5 to 1:50) to regain Nasdaq bid‑price compliance after Feb 27, 2025 deficiency notice; reverse split increases authorized-but-unissued capacity and may affect liquidity/odd‑lot dynamics .
Risk Indicators & Red Flags
- Nasdaq minimum bid non‑compliance (Feb 27, 2025) and reverse split authorization request .
- Potential dilution: Significant increase in authorized shares in 2024; 2021 LTIP evergreen adds 4% annually (3,588,167 added Jan 1, 2025) .
- No disclosed pledging/hedging restrictions beyond an insider trading policy; no delinquent Section 16 reports for 2024 .
Investment Implications
- Alignment: Lehr’s 1.9% beneficial ownership (including 820k trust shares) and substantial unexercised options create meaningful equity exposure, aligning incentives with shareholders .
- Retention/stability: Double-trigger CoC protections (150% salary + 100% target bonus + full equity vesting) and time‑based option ladders reduce near‑term retention risk; standard severance includes 12 months base and partial vesting acceleration .
- Selling pressure watch: 2024 option grant began vesting 3/21/2025 with monthly vesting thereafter, incrementally increasing sellable supply; monitor Form 4s around vest dates for potential selling pressure .
- Governance quality: Separation of Chair/CEO with an independent Chair since Jan 2025, majority‑independent board, and structured committee oversight are positives; historical related‑party financing is a governance footnote to monitor recurrence risk .
- Capital structure risk: Reverse split authorization and expanded share capacity suggest continuing need for capital raises, potentially dilutive; execution on pipeline and capital efficiency are key to mitigating dilution risk .