Donald Lehr
PRECIGENAbout Donald Lehr
Donald P. Lehr, age 50, is Precigen’s Chief Legal Officer and Corporate Secretary, a role he has held since 2011; he previously served as Associate General Counsel from 2009 to 2011. He holds a B.A. from Swarthmore College and a J.D. from the University of Maryland School of Law, and practiced at Hogan Lovells US LLP from 2002 to 2009, following a judicial clerkship with the Hon. Irma S. Raker of the Court of Appeals of Maryland . He also serves as a signatory officer for key subsidiaries and corporate financings (e.g., 2025 senior secured loan) . Company performance context during his tenure includes submission of the PRGN-2012 BLA in Q4 2024 (PDUFA action date Aug 27, 2025) and capital raises including a $79m preferred issuance in Dec 2024 . Company TSR (value of $100) was $20.44 in 2024, $24.45 in 2023, and $27.74 in 2022, indicating multi‑year pressure; net income was $(126.2)m in 2024, $(95.9)m in 2023, and $28.3m in 2022 . Revenues and EBITDA for 2022–2024 appear below for additional context.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $26,658,000* | $6,216,000* | $3,892,000* |
| EBITDA ($) | $(63,841,000)* | $(82,255,000)* | $(90,179,000)* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Precigen, Inc. | Chief Legal Officer & Corporate Secretary | 2011–present | Company’s chief legal executive; corporate secretary responsibilities |
| Precigen, Inc. | Associate General Counsel | 2009–2011 | Corporate/securities, general business law support |
| GenVec, LLC (PGEN subsidiary) | President (signatory) | 2025 (as of loan closing) | Subsidiary officer role in secured loan agreement execution |
| Precigen ActoBio, Inc. (PGEN subsidiary) | Secretary (signatory) | 2025 (as of loan closing) | Subsidiary officer role in financing |
| Exemplar Genetics, LLC (PGEN subsidiary) | Vice President (signatory) | 2025 (as of loan closing) | Subsidiary officer role in financing |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hogan Lovells US LLP | Attorney (Corporate/Securities) | 2002–2009 | Represented public/private companies in biotech, pharma, healthcare, software, tech, manufacturing |
| Court of Appeals of Maryland | Judicial Clerk to Hon. Irma S. Raker | Prior to 2002 | Appellate clerkship |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | $575,000 | No change from prior year for Mr. Lehr in 2024 |
| Target bonus (% of base) | 40% | Standard non‑CEO NEO target for 2024 |
| Actual 2024 bonus (paid 2025) | $230,000 (100% of target), paid 100% in RSUs | 165,468 RSUs granted; vests May 2025 |
| Perquisites and other benefits | $46,901 total | $36,551 company-paid welfare/life premiums + $10,350 401(k) contribution |
Performance Compensation
2024 Annual Short-Term Incentive (paid in 2025)
| Metric | Weighting | Target | Actual | Payout | Vehicle | Vesting |
|---|---|---|---|---|---|---|
| PRGN‑2012 development & commercial buildout | 70% | Corporate plan | Achieved | 70% | RSUs | RSUs vest May 2025 |
| Other clinical & financial goals | 10% | Corporate plan | Achieved | 10% | RSUs | RSUs vest May 2025 |
| Individual performance (Lehr) | 20% | Individual goals | Met | 20% | RSUs | RSUs vest May 2025 |
| Total | 100% | — | — | 100% of target ($230,000) | RSUs (165,468) | Vests May 2025 |
2024 Long-Term Incentive Awards
| Award type | Grant date | Shares/Units | Strike | Expiration | Vesting terms | Notes |
|---|---|---|---|---|---|---|
| Stock Options | 5/31/2024 | 400,000 | $1.40 | 5/31/2034 | 25% on 1st anniversary; remaining 75% monthly over 36 months | Standard post‑2023 vesting schedule |
| PSUs (performance-based) | 8/28/2024 | 108,000 target | — | — | 50% vests on BLA filing; 50% on FDA approval of PRGN‑2012 | Target grant date value $120,960 |
| RSUs (2024 bonus) | 2025 | 165,468 | — | — | Cliff vests May 2025 | Payout of 2024 STI in equity |
2024 Vesting/Realization
| 2024 stock awards vested | Shares vested | Value realized |
|---|---|---|
| RSUs vested during 2024 | 164,285 | $229,999 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Outstanding shares | Right to acquire within 60 days | Total beneficial ownership | % Outstanding |
|---|---|---|---|---|
| Donald P. Lehr | 571,282 | 650,421 | 1,221,703 | <1% |
Notes:
- “Right to acquire” includes options exercisable or RSUs vesting within 60 days of March 31, 2025, per proxy methodology .
- Insider trading policy prohibits hedging of Company stock; no pledging by executives is disclosed in the proxy .
Outstanding Equity Awards (as of December 31, 2024)
| Type | Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Performance/Other terms |
|---|---|---|---|---|---|---|
| Stock Options | 2/02/2017 | 225,000 | — | $20.94 | 2/2/2027 | Time‑based vesting complete |
| Stock Options | 2/02/2022 | 75,000 | 75,000 | $2.33 | 2/2/2032 | Time‑based |
| Stock Options | 3/24/2023 | 56,671 | — | $0.96 | 3/24/2033 | Fully vested on 1st anniversary |
| Stock Options | 4/28/2023 | 125,000 | 175,000 | $1.21 | 4/28/2033 | 25% at 1 year; remainder monthly over 36 months |
| Stock Options | 5/31/2024 | — | 400,000 | $1.40 | 5/31/2034 | 25% at 1 year; remainder monthly over 36 months |
| PSUs | 8/28/2024 | — | 108,000 (target) | — | — | 50% vests at BLA filing; 50% at FDA approval |
Ownership and guideline policies:
- No formal executive stock ownership guidelines (company is evaluating long-term equity approach); director guidelines exist but do not apply to executives .
- Hedging prohibited; no option repricing without shareholder approval; no guaranteed bonuses .
Employment Terms
- Employment agreement: Lehr entered a continuing employment agreement in April 2019 with severance protections .
- Severance (termination without “Cause” or for “Good Reason”): 18 months of base salary plus expected COBRA premiums for up to 18 months, subject to release .
- Change in control: Proxy “Potential Payments” shows (for Lehr) (i) CIC termination yields same severance as non‑CIC, plus equity acceleration value shown; (ii) CIC (no termination) shows equity acceleration value only, indicating single‑trigger equity acceleration at CIC for the amounts shown .
| Scenario (Lehr) | Severance cash | Benefits (COBRA est.) | PTO | Accelerated equity | Total |
|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (pre‑CIC) | $862,500 | $62,676 | $55,288 | — | $980,465 |
| CIC Termination (within 12 months) | $862,500 | $62,676 | $55,288 | $120,960 | $980,465 (table shows equal totals; accelerated equity included in CIC columns) |
| CIC (no termination) | — | — | — | $120,960 | $120,960 |
Other terms:
- No deferred compensation or executive retirement programs beyond the 401(k) generally available to employees .
Investment Implications
- Pay-for-performance alignment: 2024 annual bonus paid 100% in RSUs with a near-term vest in May 2025; LTI mix includes time-based options and milestone-based PSUs tied directly to PRGN‑2012 regulatory outcomes (BLA filing/approval), aligning incentives with value-creating catalysts .
- Retention and protection: Lehr’s severance (18 months base + COBRA) is above peers who often have 12 months, reducing near-term retention risk but increasing fixed cost on departure; proxy shows equity acceleration amounts upon CIC, including single‑trigger equity acceleration at CIC (as presented) .
- Potential selling pressure: Scheduled vesting in 2025 includes 165,468 RSUs (May 2025) and option tranches beginning 5/31/2025 (monthly thereafter), which can add supply as awards settle and options become exercisable; hedging is prohibited and no pledging is disclosed .
- Ownership alignment: Lehr’s total beneficial ownership is ~1.22m shares (including rights to acquire within 60 days), <1% of shares outstanding, suggesting meaningful but not controlling alignment; executives lack formal ownership guidelines (directors have guidelines) .
- Company performance context: TSR deterioration over 2022–2024 and continued losses highlight execution risk; however, the PRGN‑2012 BLA submission and PDUFA date define binary regulatory catalysts that also drive PSU vesting and could influence insider exercise behavior if successful .