Lewis H. Bender
About Lewis H. Bender
Lewis H. Bender is the founder, President, Chief Executive Officer, and Chairman of Intensity Therapeutics, Inc. He has 31+ years of biotech and pharma executive experience, previously serving as CEO of Interleukin Genetics (AMEX/OTC) from 2008–2012 and holding multiple senior roles at Emisphere Technologies (Nasdaq) from 1993–2007, leading programs from discovery to Phase 3. He holds BS/MS in Chemical Engineering (MIT), an MBA (Wharton), and an MA in International Studies (UPenn), and is fluent in French and German. Age 65; tenure at INTS since April 2012. The proxy does not disclose TSR, revenue growth, or EBITDA growth targets or outcomes for his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Interleukin Genetics, Inc. | Chief Executive Officer | 2008–2012 | Raised capital via direct placement; partnered with insurance industry for product development. |
| Emisphere Technologies, Inc. | Interim President & CEO; Chief Technology Officer; SVP Business Development; VP Manufacturing & Process Development | 1993–2007 | Led development teams from discovery to Phase 3 using novel delivery techniques. |
External Roles
- No other public company directorships disclosed for Bender in the past five years beyond INTS.
Fixed Compensation
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Base salary in effect ($) | $523,000 | $523,000 |
| Salary paid ($) | $492,827 | $553,173 (includes $30,173 deferred 2022 salary paid in 2023) |
| Target bonus (% of base) | Up to 75% | Up to 75% |
| Actual bonus paid ($) | $0 | $392,250 ($261,500 cash + options to buy 33,574 shares at $5.19; vested on grant 3/6/2024) |
| Option awards (ASC 718 fair value, $) | $439,415 | $0 (options delivered as part of bonus, vesting on grant) |
| All other compensation ($) | $62,329 | $290,317 (vacation payout $239,383; health/dental $41,034; 401(k) match $9,900) |
Additional current salary: base increased to $549,150 effective March 4, 2024 (cannot be decreased without consent).
Performance Compensation
- Annual incentive design: Eligible for an annual cash bonus up to 75% of base salary; performance targets determined annually by the Compensation Committee. Specific metrics and weightings are not disclosed.
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (FY 2023) | Not disclosed | Not disclosed | Up to 75% of base | $392,250 total; $261,500 cash + option to purchase 33,574 shares at $5.19 | Options vested in full on grant (3/6/2024) |
| Option Awards (FY 2022) | N/A (equity grant accounting) | N/A | N/A | $439,415 grant-date fair value (ASC 718) | Terms not disclosed |
Notes:
- No RSUs/PSUs or ESG/TSR metric linkages are disclosed for Bender.
- The 2021 Stock Incentive Plan allows NQSOs/ISOs/RSUs and other equity; terms, including vesting/acceleration, set by the plan administrator.
Equity Ownership & Alignment
| As-of Date | Beneficial Shares | % Outstanding | Options Exercisable ≤60 days | Options Not Exercisable ≤60 days | Shares Outstanding |
|---|---|---|---|---|---|
| May 31, 2024 | 2,394,775 | 17.0% | Not broken out for Bender in this table | Not broken out for Bender in this table | 13,711,877 |
| Aug 31, 2025 | 2,742,227 | 5.5% | 722,227 | 776,153 (not exercisable within 60 days) | 49,055,462 |
Policies impacting alignment and trading:
- Pledging prohibited; holding INTS in margin accounts prohibited. Hedging/derivative trading and short selling prohibited; standing/limit orders discouraged. 10b5-1 trading plans allowed with preclearance.
- Director and officer trades require preclearance; blackout periods apply.
Ownership guidelines:
- No executive or director stock ownership guidelines disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and Restated Employment Agreement dated Nov 24, 2021. |
| Base salary | $523,000 for FY 2023; increased to $549,150 on March 4, 2024; not reducible without consent. |
| Annual bonus | Up to 75% of current base salary; metrics determined annually by Compensation Committee. |
| Equity eligibility | Eligible for equity grants under the 2021 Plan at Compensation Committee’s discretion. |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: 2x base salary + target bonus paid biweekly over 2 years; plus prorated target bonus lump sum by March 15 following termination; plus accrued amounts and prior-year unpaid bonus if termination between Jan 1–Mar 15. |
| Severance (CoC) | If terminated without Cause or resigns for Good Reason within 6 months of a Change of Control: lump sum 2.5x (base salary + target bonus) plus prorated target bonus; plus accrued amounts and prior-year unpaid bonus if timing applies. |
| Non-compete | During employment and for two years post-employment; broad restrictions on competitive employment/engagement and solicitation. |
| Definitions | Cause and Good Reason defined with cure periods and specific triggers. |
| Clawback / tax gross-ups | Not disclosed. |
Board Governance
- Roles: Bender is Chairman and CEO; positions historically combined. The company believes combined roles enhance decision-making; independent directors meet without Bender. No Lead Independent Director.
- Independence: Independent directors per Nasdaq—Leahy, Goldberg, Donovan, Dubin.
- Committees and 2023 activity:
- Audit Committee: Emer Leahy (Chair), Mark A. Goldberg, Thomas I. H. Dubin; met 4 times; Leahy is “audit committee financial expert.”
- Compensation Committee: Daniel Donovan (Chair), Emer Leahy, Mark A. Goldberg; did not meet in FY 2023.
- Nominating & Corporate Governance: Charter referenced; nominations detailed.
- Meeting attendance: In FY 2023, Board met 4 times; committees met 4 times; no director attended fewer than 75% of meetings.
Director Compensation
- Employee directors (including Bender) receive no board fees.
| Cash Retainers (Non-Employee Directors) | Amount ($) |
|---|---|
| Board annual retainer | 40,000 |
| Audit Chair / Member | 20,000 / 10,000 |
| Compensation Chair / Member | 15,000 / 7,000 |
| Nominating Chair / Member | 10,000 / 5,000 |
Non-employee director cash paid in FY 2023: Leahy $31,750; Goldberg $26,750; Donovan $28,750.
Compensation Structure Analysis
- Mix and trends: FY 2023 compensation tilted toward cash (salary + bonus), with options delivered as part of bonus and fully vested at grant; no standalone option grants recorded in ASC 718 for FY 2023, contrasting with FY 2022 option award value ($439,415).
- Performance linkage: Bonus eligible up to 75% of salary; specific performance metrics and weights not disclosed, limiting pay-for-performance transparency.
- Equity program design: 2021 Plan enables multiple equity types with administrator-set vesting/acceleration; sale-event handling/assumption addressed in plan; evergreen share reserve increases annually.
- Process: Compensation Committee did not meet in FY 2023, raising governance/process concerns around compensation oversight cadence.
Related Party Transactions
- Policy requires Audit Committee approval for related party transactions >$100,000; evaluates arm’s-length terms and benefits. No specific related party transactions disclosed in the proxy excerpts.
Risk Indicators & Red Flags
- Governance concentration: Combined CEO/Chairman with no Lead Independent Director elevates independence risk.
- Compensation oversight cadence: Compensation Committee did not meet in FY 2023.
- Immediate vesting of option component of FY 2023 bonus may increase near-term liquidity/selling capacity around vest date.
- Large personal ownership stake aligns incentives but creates potential selling pressure given 722,227 options exercisable within 60 days (Aug 31, 2025).
- Hedging/pledging prohibited by policy—positive alignment safeguard.
Equity Ownership & Alignment Details
- Beneficial ownership decreased as a percentage (17.0% at 13.7M shares; 5.5% at 49.1M shares outstanding), reflecting share count expansion; absolute beneficial shares increased.
- Exercisable vs. unexercisable options delineated as of Aug 31, 2025 (722,227 vs. 776,153).
- Anti-hedging/anti-pledging/margin prohibitions; preclearance and blackout rules apply; 10b5-1 plans permitted.
Employment Terms (Severance & CoC Economics)
| Scenario | Economics |
|---|---|
| Termination without Cause / Resignation for Good Reason (no CoC) | 2x base + target bonus (biweekly over 2 years) + prorated target bonus lump sum; plus accrued amounts and potential prior-year bonus if timing meets window. |
| Within 6 months post-Change of Control | Lump sum 2.5x (base + target bonus) + prorated target bonus; plus accrued amounts / prior-year bonus if timing meets window. |
| Non-compete | 2 years post-employment; broad restrictions on competitive activities and solicitation. |
Investment Implications
- Alignment: Significant personal stake (5.5% as of Aug 31, 2025; 2.74M shares) and prohibitions on hedging/pledging support alignment; however, sizeable exercisable option overhang (722k) could create episodic selling pressure around windows.
- Governance risk: CEO also serving as Chairman with no Lead Independent Director elevates independence concerns; investors may discount governance quality until mitigated.
- Incentive design transparency: Absence of disclosed performance metrics/weights for annual bonus weakens pay-for-performance confidence; Compensation Committee’s lack of meetings in FY 2023 adds process risk.
- Change-of-control incentives: 2.5x base + target bonus lump-sum upon CoC-related termination is above typical 2x CEO market practice for small caps, potentially creating deal-related incentives; monitor for transaction discussions and board process rigor.
- Liquidity events: 2023 bonus options vested immediately on grant (3/6/2024), providing immediate liquidity on exercise; combined with preclearance and blackout controls, watch for Form 4s signaling selling cadence.