Paul Lehr
About Paul Lehr
Paul Lehr, age 58, is General Counsel and Corporate Secretary at Longeveron (LGVN). He joined Longeveron in 2016, holds a B.A. from Brown University and a J.D. (with honors) from the University of Florida College of Law, and previously served in senior legal and executive roles across corporate, non-profit, and research settings . Company performance improved in 2024: revenue rose to $2.392 million from $0.709 million in 2023 (+237%), and net loss improved to $(15.973) million from $(21.413) million, providing a constructive backdrop for pay-for-performance assessment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Federal Judiciary | Law Clerk to a U.S. Federal Judge | — | Early legal training and exposure to complex litigation |
| Leading Miami Law Firm | Attorney (Healthcare/Business Transactions & Litigation) | ~5 years | Built transactional and litigation expertise applicable to life sciences |
| Non-Profit Research Foundation (Cardiac Rehabilitation) | President | — | Led research; negotiated master franchise in India/Middle East and co-led successful CMS reimbursement effort for residential intensive cardiac rehabilitation |
External Roles
| Organization | Role | Years |
|---|---|---|
| GroundUP Music Foundation | CEO | Since 2015 |
| HeartGenomics (biotech) | CEO & Co-Founder | Since 2011 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary Paid ($) | 372,346 | 420,150 |
| Target Cash Bonus (% of base) | — | Up to 45% (revised from 35%) |
| Actual Cash Bonus ($) | 130,250 | 184,275 |
| Stock Awards (RSUs) Grant-Date Fair Value ($) | — | 438,207 |
| Option Awards Grant-Date Fair Value ($) | — | 39,975 |
| All Other Compensation ($) | 51,459 | 144,089 (includes $33,960 medical; $85,500 vacation accrual payout) |
Notes:
- Employment letter (3/14/2024) set base salary at $390,000 and initially an annual cash bonus opportunity up to 35% of base, which the Compensation Committee subsequently revised to up to 45% of base for 2024 .
Performance Compensation
| Incentive Type | Metric/Structure | Weighting | Target | 2024 Payout/Grant | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company + Individual performance | 80% company / 20% individual | Up to 45% of base | $184,275 | Annual cash |
| PSUs (Eligibility) | Company + Individual performance | 80% / 20% | Up to 10,000 PSUs annually | Not specifically quantified for 2024 | Per award; not fully disclosed |
| RSUs (2024 awards) | Equity incentive | — | — | $438,207 GDFV | 2024 RSUs generally vest quarterly; Lehr’s unvested RSUs vest quarterly over up to 3 years starting 10/1/2024 |
| Options (2024 grant) | Option at $2.46 | — | — | $39,975 GDFV | Vests quarterly over 3 years beginning 10/1/2024; expires 8/15/2034 |
Program context:
- Compensation program ties bonus pay to company and individual goals; equity is used to align with shareholders. The committee cites metrics such as total revenue and non-GAAP operating expense among key strategic goals, though specific 2024 goal weightings beyond 80%/20% are not itemized per NEO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 130,978 shares of Class A common stock; <1% of Class A; <1% of total common; none pledged |
| Hedging/Pledging | Insider policy prohibits hedging and pledging without written Company approval; designated insiders must pre-clear trades and observe blackout periods |
| Stock Ownership Guidelines | Not disclosed |
| Clawback | All awards subject to Company clawback policy (Dodd-Frank compliant) |
Outstanding equity awards (as of 12/31/2024): | Security | Strike | Exercisable (#) | Unexercisable (#) | Expiration | Notes | |---|---:|---:|---:|---| | Stock Options | $60.80 | 4,688 | 312 | 7/20/2031 | Pre-2024 grant | | Stock Options | $87.30 | 500 | — | 6/3/2032 | Pre-2024 grant | | Stock Options | $43.00 | 1,573 | 712 | 11/16/2032 | Pre-2024 grant | | Stock Options | $2.46 | 1,355 | 14,895 | 8/15/2034 | 2024 grant; vests quarterly over 3 years from 10/1/2024 | | RSUs (unvested) | — | — | 44,687 | — | Vests quarterly over up to 3 years starting 10/1/2024; market value $77,309 at $1.73 close on 12/31/2024 |
- In-the-money status: Based on $1.73 closing price at 12/31/2024, all listed option strikes ($2.46–$87.30) were out-of-the-money at year-end, implying low near-term exercise pressure from options at that date .
Employment Terms
| Term | Details |
|---|---|
| Role & Start | General Counsel and Corporate Secretary; joined Longeveron in 2016 |
| Current Agreement | Letter agreement dated March 14, 2024 |
| Base Salary | $390,000 per agreement (SCT shows $420,150 paid in 2024) |
| Annual Cash Bonus | Up to 45% of base (initially 35%), with 80% company / 20% individual weightings |
| Equity Eligibility | Up to 10,000 PSUs annually with 80% company / 20% individual weightings |
| Severance | If terminated without Cause or for Good Reason: earned but unpaid equity bonus amounts, prorated cash bonus at target, severance equal to 3 months of base salary per full year worked, and COBRA premiums on same 3-months-per-year basis; subject to release |
| Non-Compete/Confidentiality | Confidentiality, non-competition, and non-disclosure obligations apply |
| Change-in-Control | Company plan provides for automatic full vesting of equity awards upon a “Change of Control” (single-trigger under the plan) |
| Cash-to-Equity Program | Executives/directors may elect to take up to 80% of cash comp in RSUs and (from Jan 2025) options at a 125%–200% premium valuation; RSUs are fully vested at grant, options fully exercisable at grant (Black-Scholes multiplier applied); subject to insider trading policy and securities law |
| Insider Trading | Policy prohibits hedging, short sales, certain options, margin/pledge (absent written approval), requires pre-clearance and blackout compliance |
| Clawback | All awards subject to clawback policy |
Investment Implications
- Alignment and retention: Lehr’s mix includes meaningful RSUs and options with multi-year quarterly vesting that encourages retention; equity-heavy design aligns with shareholders; however, the plan’s single-trigger CoC acceleration could concentrate vesting risk around transactions .
- Near-term selling pressure: 2024 introduced a Cash-to-Equity program allowing fully vested RSUs or fully exercisable options in lieu of cash, potentially increasing freely tradable supply after each quarter; monitor election levels and any Form 4 activity when available .
- Option overhang quality: At 12/31/2024, all Lehr option strikes ($2.46–$87.30) were out-of-the-money vs $1.73 close, limiting exercise-driven supply and indicating limited immediate intrinsic value, while RSUs provide the more immediate equity value/flow .
- Pay-for-performance: Bonus structure (80% company/20% individual) and PSU eligibility support a performance linkage; company fundamentals showed 2024 revenue growth (+237%) and reduced net loss, which can justify above-minimum payouts when goals are met .
- Governance and risk controls: Hedging/pledging prohibitions and clawback policy mitigate misalignment and recoupment risk; beneficial ownership disclosure notes no pledged shares for management; Lehr’s ownership is <1%, suggesting incentives rely more on ongoing equity grants than sizable personal stake .