Lisa Conte

About Lisa Conte

Lisa A. Conte (age 66) is Founder, President, and Chief Executive Officer of Jaguar Health (since 2013/2014), with prior founding/CEO roles at Napo Pharmaceuticals (since 2001) and Shaman Pharmaceuticals; she also chairs the board of Napo Therapeutics (since 2021) and holds an M.S. in Physiology/Pharmacology (UC San Diego) and an M.B.A./A.B. in Biochemistry (Dartmouth) . Under her tenure, TSR deteriorated sharply (value of a $100 initial investment fell to $0.01 by YE 2024), while losses narrowed modestly year-over-year; revenues were roughly flat FY22–FY24 and EBITDA remained negative but improved modestly* . Revenues: $11.96M (FY22), $9.76M (FY23), $11.69M (FY24); EBITDA*: $(32.43)M, $(31.91)M, $(28.93)M; Net loss: $(47.45)M, $(41.30)M, $(38.49)M* (see Performance & Track Record) (Values marked with * retrieved from S&P Global).

Past Roles

External Roles

Fixed Compensation

Notes:

• Target bonus policy for CEO is 40% of base; committee increased CEO base to $600,005 effective 10/1/2024 .

Performance Compensation

• No specific formulaic performance metrics (e.g., revenue/EBITDA/TSR weightings) were disclosed for annual incentives; pay-versus-performance disclosures are provided separately (see below) -.
• Equity award detail and vesting schedules below.

Equity Awards and Vesting

Change-in-control (CIC): All unvested stock options and RSUs vest upon qualifying termination within 3 months following a change in control (double-trigger); vested options remain exercisable for one year .

Equity Ownership & Alignment

As of Oct 31, 2025:

• Beneficial ownership: 39,217 shares (1.04% of outstanding) .
• Composition (footnote detail):
  • Common shares directly owned: 481
  • Options exercisable within 60 days: 2,058 (WAEPS $1,536.00)
  • Warrants: 9,000 @ $5.43; 18,262 @ $2.70
  • Convertible note: 9,416 shares at $5.555 conversion price
  • 4.99% beneficial ownership caps limit conversion/exercise to avoid exceeding thresholds .
• Hedging/pledging: Prohibited without prior approval; no exceptions approved in last fiscal year .

Employment Terms

• CEO offer letter (effective March 1, 2014): at-will; base initially $400k; eligible for annual target bonus (40% since 2018 policy); standard benefits .
• Current base: $600,005 effective 10/1/2024 .
• Severance and change-of-control: If terminated without Cause or for Good Reason within 3 months post-CIC, CEO receives 12 months’ base salary, 12 months COBRA premiums, and accelerated vesting of all unvested equity; vested options exercisable for 1 year; requires release .
• Clawback: Company adopted a policy compliant with SEC/Nasdaq listing standards for recovery of incentive-based compensation upon restatements .

Board Governance

• Role: Director (Class I); not Chair (Chair is James J. Bochnowski). Board intends CEO and Chair roles to be separate; supports independent oversight .
• Independence: Board determined 4 of 5 directors are independent (Bochnowski, Micek, Siegel, Jayasuriya); CEO is not independent .
• Committees: CEO serves on none; Audit (Micek—Chair, Bochnowski, Siegel), Compensation (Bochnowski—Chair, Siegel), Nominating (Bochnowski, Micek) -.
• Attendance: Each director participated in ≥75% of board/committee meetings during 2024 .
• Director pay: Ms. Conte receives no additional compensation for director service .

Performance & Track Record

Operating performance (FY, USD):

Notes:

• Revenues and Net Income values from S&P Global; EBITDA and FY2024 Net Income values lacked embedded citations in the data feed and are marked with an asterisk. Values retrieved from S&P Global.
• Pay-versus-performance: Value of an initial $100 investment fell from $3.55 (2022) to $0.08 (2023) to $0.01 (2024), indicating significant TSR deterioration during the period . The company reported net losses each year (see table above) .

Related Party Transactions (potential alignment/conflict signals)

• 2025 Note Exchange Transaction: Insiders (including the CEO) participated in exchanging Original Notes for Replacement Notes (6% due 1/30/2026) and received New Warrants (exercise price $2.70). Insiders as a group acquired $492,012 principal of Replacement Notes (up to 91,784 conversion shares) and New Warrants to purchase up to 177,138 shares; issuance to insiders subject to stockholder approvals under Nasdaq Listing Rules 5635(c)/(d) -.
• Beneficial ownership instruments (CEO): warrants and convertible note referenced in Ownership section carry 4.99% limits, attenuating immediate dilution but creating potential future issuance upon approvals or price moves .

Director Compensation (Board context)

• Non-management director compensation (2024): Cash retainers ranged $40,000–$100,000; equity grants varied by role; CEO receives no director pay .

Say-on-Pay & Shareholder Feedback

• Not disclosed in the cited filings; no say-on-pay results provided in the 2025 proxy documents reviewed.

Compensation Structure Analysis

• Cash vs equity mix: CEO total comp remained largely cash-based in 2023 (no equity awards reported), with 2024 reintroducing option and RSU grants; 2022 included sizable stock awards and bonus, followed by cancellation of certain unvested 2021 options in Dec 2022 (each NEO received $300 upon cancellation) .
• Shift in equity design: 2024 grants combine time-based options (monthly vest over 36 months) and a large 1-year cliff RSU, which can create a concentrated vesting (and potential liquidity) event at the first anniversary - .
• CIC economics: Double-trigger acceleration within 3 months post-CIC plus salary/benefits potentially eases retention through a transaction but may be viewed as shareholder-friendly relative to single-trigger .
• Clawback in place consistent with SEC/Nasdaq standards .

Risk Indicators & Red Flags

• TSR collapse to $0.01 on a $100 basis by YE 2024 despite continued cash compensation suggests pay-performance misalignment optics for some investors .
• Ongoing net losses and negative EBITDA raise execution risk, albeit with modest improvement trend* .
• Repeated equity-linked financings and exchange transactions (e.g., Series L/M/N preferred, PIPE/new warrants) elevate dilution risk for common shareholders, with multiple proposals seeking approval under Nasdaq Rule 5635(d) in 2025 - -.
• Insider participation in financings introduces potential conflicts but can also be interpreted as confidence, depending on terms and disclosure; company sought shareholder approval for insider-related issuances per Nasdaq rules -.

Upcoming/Notable Vesting and Selling Pressure

• CEO RSUs: 5,280 units from 10/8/2024 grant vest 10/8/2025 (full cliff); potential liquidity event around vest date .
• Options: 5,280 options from 10/8/2024 grant vest monthly through 10/8/2027, adding steady potential supply; expiry 4/08/2034 -.
• Warrants/convertible: Additional supply could emerge upon exercise/conversion subject to beneficial ownership caps and approvals .

Investment Implications

• Alignment: CEO’s direct economic ownership is modest (≈1.0%) but includes meaningful option/RSU overhang and additional warrants/convertible exposure; hedging/pledging restrictions and a clawback mitigate misalignment risks .
• Retention/M&A: Double-trigger CIC with 12 months’ salary, COBRA, and full acceleration supports continuity through strategic alternatives without single-trigger windfalls .
• Trading signals: The 10/8/2025 RSU cliff (5,280 shares) and ongoing monthly option vests are near-term potential supply catalysts; insider conversion/exercise activity around financing approvals may also impact float and price dynamics - - -.
• Governance: CEO is not board chair and not on key committees; board majority independence and separation of chair/CEO roles address common dual-role concerns - .
• Performance risk: Persistent losses and negative EBITDA with severe TSR declines heighten execution risk; monitor whether 2024–2025 operating initiatives translate to sustained revenue and EBITDA improvement* .

Appendix: Operating Metrics (FY, USD)

Notes: Values marked with * retrieved from S&P Global.