Philip Kantoff
Context TherapeuticsAbout Philip Kantoff
Dr. Philip Kantoff, age 70, has served as an independent director of Context Therapeutics (CNTX) since December 2018. He is Co‑Founder and Chief Executive Officer of Convergent Therapeutics and a current director of ESSA Pharma Inc.; previously, he chaired the Department of Medicine at Memorial Sloan Kettering Cancer Center and held senior leadership roles at Dana‑Farber Cancer Institute, and is Jerome and Nancy Kohlberg Professor Emeritus at Harvard Medical School. He received his M.D. from Brown University and has published over 500 research articles and edited multiple texts on prostate cancer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Sloan Kettering Cancer Center | Chairman, Department of Medicine | Not disclosed | Leading development/testing center for novel cancer therapies |
| Dana‑Farber Cancer Institute | Director, Lank Center for Genitourinary Oncology; Chief, Division of Solid Tumor Oncology; Vice Chair, Department of Medical Oncology; Chair, Executive Committee on Clinical Research | Not disclosed | Led oncology programs and clinical research governance |
| Harvard Medical School | Jerome and Nancy Kohlberg Professor Emeritus | Not disclosed | Academic leadership and scholarship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Convergent Therapeutics | Co‑Founder & Chief Executive Officer | Current | Clinical-stage radiopharmaceutical therapies; executive leadership |
| ESSA Pharma Inc. | Director | Current | Board oversight; committee roles not disclosed |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair. Audit Committee chaired by Linda West; Compensation Committee chaired by Karen Smith; Nominating Committee chaired by Jennifer Evans Stacey .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq/SEC rules; committee members meet Nasdaq independence standards .
- Attendance and engagement: Board met 11 times in 2024; each director attended at least 75% of aggregate board and committee meetings for which they served. Nominating & Corporate Governance Committee met five times in 2024 .
- Tenure: Director since December 2018 .
Committee Memberships (as of March 15, 2025)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Not a member | Linda West |
| Compensation | Not a member | Karen Smith |
| Nominating & Corporate Governance | Member | Jennifer Evans Stacey |
Fixed Compensation
| Item | FY2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer/meeting/committee) | $43,500 | Non‑employee director fees earned in 2024 |
| Other cash | — | None disclosed |
| 2025 cash retainer – Board chair | $55,000 | Effective as of 2025 Annual Meeting |
| 2025 cash retainer – other directors | $40,000 | Effective as of 2025 Annual Meeting |
| 2025 committee chair retainers | Audit $15,000; Compensation $11,000; Nominating $8,000 | Effective as of 2025 Annual Meeting |
| 2025 committee member (non‑chair) retainers | Audit $7,500; Compensation $5,000; Nominating $4,000 | Effective as of 2025 Annual Meeting |
Mix: Based on FY2024, cash represented ~53% and option grant fair value ~47% of total $81,819 director compensation for Dr. Kantoff .
Performance Compensation
| Item | FY2024 Grant/Fair Value | Vesting/Terms | Outstanding as of 12/31/2024 |
|---|---|---|---|
| Stock options (director equity) | $38,319 grant‑date fair value | Director options vest upon earlier of 1‑year from grant or next annual meeting, subject to continued service | 90,000 options |
| 2025 annual director equity program | Targeted fair value ≈ $120,000 (Board chair +$15,000) | Same vesting: earlier of 1‑year or next annual meeting | Not disclosed |
Performance metrics table (directors): No performance‑based metrics (e.g., revenue growth, EBITDA, TSR, ESG) are described for non‑employee director compensation; awards are time‑vested service‑based options per the proxy .
Other Directorships & Interlocks
| Company | Relationship to CNTX | Potential Interlock/Conflict |
|---|---|---|
| ESSA Pharma Inc. | External board (Dr. Kantoff director) | None disclosed; CNTX reports no related‑party transactions since 1/1/2023 |
| Convergent Therapeutics | External employment (CEO) | None disclosed; CNTX reports no related‑party transactions since 1/1/2023 |
Board limits on other directorships: Non‑executive directors may not serve on more than four public company boards in addition to CNTX; executives limited to two, unless Board determines otherwise .
Expertise & Qualifications
- Medical/oncology leadership across premier institutions (MSKCC; Dana‑Farber); extensive publication record (>500 articles; >76,000 citations) and textbook editorship in prostate cancer .
- Education: M.D. (Brown University) .
- Sector expertise: Oncology therapeutics; radiopharmaceutical development; clinical research governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Philip Kantoff | 68,531 | <1% (denoted “*” in proxy) | 3,531 common + 65,000 options exercisable within 60 days of 3/1/2025 |
| Shares outstanding (reference) | 89,704,194 as of 3/1/2025 | — | — |
| Options outstanding (as of 12/31/2024) | — | — | 90,000 options (aggregate outstanding) |
| Implied unexercisable options (est.) | — | — | ~25,000 (90,000 outstanding vs. 65,000 exercisable within 60 days) |
Section 16 compliance: The company reports all Section 16 filings were timely for year ended 2024 .
Governance Assessment
- Independence and committee role: Independent director with service on the Nominating & Corporate Governance Committee; committees and board meet regularly, indicating active oversight (Board: 11 meetings; Nominating: 5 in 2024) .
- Attendance and engagement: Proxy states each director met at least the 75% attendance threshold in 2024, supporting baseline engagement .
- Alignment: Ownership is <1% with service‑based option grants; while equity awards align incentives, the relatively low direct ownership may temper “skin‑in‑the‑game” compared to larger holders. 2025 program increases option grant fair value (≈$120k) which can strengthen alignment if retained and exercised over time .
- Conflicts: No related‑party transactions disclosed since Jan 1, 2023. External roles at Convergent Therapeutics and ESSA Pharma warrant monitoring for potential future related‑party interactions, but none are reported; Board committee independence standards apply and Audit Committee reviews related person transactions .
- Compensation process quality: Compensation Committee uses an independent consultant (Cannae HR Solutions) for market data and director pay assessments, and has authority over ownership guidelines and clawback policies (for executives), indicating structured governance processes. Director independence is reaffirmed annually .
RED FLAGS
- Related‑party transactions: None disclosed since 1/1/2023 (mitigates conflict risk) .
- Section 16 compliance: No delinquencies in 2024 (positive signal) .
- Hedging/pledging: No pledging disclosures identified in the proxy; continue to monitor future filings .
- Attendance: Met ≥75% minimum; no low‑attendance concern flagged .