Edward Smith
About Edward Smith
Edward Smith, 54, is an independent Class I director of Benitec Biopharma Inc. (BNTC) serving since April 2020, with more than 20 years of executive finance and operations experience in biotechnology; he currently serves as Chief Financial Officer of Reunion Neuroscience, Inc. . He is a member of BNTC’s Audit, Compensation, and Nominating & Corporate Governance Committees, and has been designated an “audit committee financial expert,” reflecting deep financial and audit proficiency and independence under SEC Rule 10A-3 and Nasdaq standards . His current Class I term runs through the 2026 annual meeting of stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LAVA Therapeutics N.V. (Nasdaq: LVTX) | Chief Financial Officer (took company public) | Not disclosed | Led IPO finance function |
| Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS) | Chief Financial Officer (took company public) | Not disclosed | Led IPO finance function |
| PolyMedix, Inc. (Nasdaq: PYMX) | Chief Financial Officer (took company public) | Not disclosed | Led IPO finance function |
| InKine Pharmaceutical Company, Inc. (now part of Valeant) | Executive Director of Finance | Not disclosed | Finance leadership |
| Deloitte | Audit practice (public accounting) | Not disclosed | Audit and controls experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reunion Neuroscience, Inc. | Chief Financial Officer | Not disclosed | External executive role; mental health therapeutics focus |
Board Governance
| Item | Detail |
|---|---|
| Board Class | Class I; term expires at 2026 annual meeting |
| Committee Memberships | Audit; Compensation; Nominating & Corporate Governance |
| Committee Chairs | Audit: J. Kevin Buchi (Chair); Compensation: Peter Francis (Chair); Nominating: Peter Francis (Chair) |
| Independence Status | Independent under Rule 10A-3 and Nasdaq; designated “audit committee financial expert” |
| Board & Committee Meetings (FY2025) | Board met 11 times; each director attended ≥75% of Board and committee meetings on which they served |
| Committee Meeting Counts (FY2025) | Audit: 5 meetings; Compensation: 9 meetings; Nominating: 1 meeting |
| Annual Meeting Attendance | All directors attended the 2024 annual meeting |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Non-employee director annual retainer |
| Audit Committee member fee | 7,500 | Non-chair member |
| Compensation Committee member fee | 5,000 | Non-chair member |
| Nominating Committee member fee | 4,000 | Non-chair member |
| Total FY2025 cash fees (Edward Smith) | 56,500 | Sum matches reported fees earned/paid in cash |
| FY2025 Director Compensation | Value ($) |
|---|---|
| Fees Earned or Paid in Cash | 56,500 |
| Option Awards (grant-date fair value) | 368,410 |
| All Other Compensation | — |
| Total | 424,910 |
Performance Compensation
| Equity Award (Director) | Grant Date | Instruments | Quantity | Vesting | Fair Value (FY2025) |
|---|---|---|---|---|---|
| Annual director option grant | Dec 9, 2024 | Stock options | 35,000 | Vest in full on earlier of immediately prior to next annual meeting or first anniversary of grant | Included in option awards value above |
| Performance Metrics Tied to Director Compensation | Disclosed? | Notes |
|---|---|---|
| Revenue, EBITDA, TSR, ESG metrics | No | Director options vest time-based; no performance metrics disclosed for directors |
Change-in-control treatment: Under the Company’s 2020 Equity and Incentive Compensation Plan, unvested stock options vest immediately prior to a Change in Control (plan-wide provision) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Edward Smith |
| Prior public company boards | Not disclosed (prior roles were CFO positions) |
| Interlocks/potential conflicts | No arrangements or understandings for director selection involving Smith; exceptions noted only for Banks (Nant Capital) and Mehta (Suvretta Board Designation) |
| Related-party transactions | Audit Committee reviews Item 404 transactions; no Smith-specific related-party transactions disclosed; March 2025 financing involved Suvretta Capital (large stockholder), not Smith |
Expertise & Qualifications
- Audit committee financial expert; meets SEC/Nasdaq independence and financial sophistication requirements .
- Extensive biotech CFO experience including multiple IPOs; public accounting background at Deloitte .
- Broad finance and operations leadership in biopharma; relevant to audit and compensation oversight .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 61,131 shares (represented entirely by stock options exercisable or vesting within 60 days) |
| Ownership as % of shares outstanding | <1% (asterisk denotes less than one percent) |
| Options outstanding (FY2025 year-end) | 73,503 options |
| Exercisable within 60 days | 61,131 options (beneficially owned) |
| Shares pledged as collateral | Prohibited by policy; no pledging disclosed |
| Hedging | Prohibited by policy |
Governance Assessment
- Independence and expertise: Smith is independent and serves on all three key committees, with designation as an audit committee financial expert—supports board effectiveness and financial oversight .
- Engagement: Attended ≥75% of Board/committee meetings; committee activity levels (Audit 5, Compensation 9, Nominating 1) indicate regular involvement .
- Compensation alignment: Cash component reflects role breadth (member fees across all committees). Equity is time-based options vesting by the next annual meeting, promoting near-term alignment but not explicitly performance-based; total FY2025 director comp of $424,910 with $368,410 in options suggests heavy equity mix aligned with small-cap biotech norms .
- Ownership and risk controls: Beneficial ownership is via options; low direct share ownership is typical for non-employee directors but implies limited “skin in the game.” Company prohibits hedging and pledging, reducing alignment risk; no Smith-specific related-party transactions disclosed .
- RED FLAGS: None disclosed specific to Smith—no low attendance, no pledging/hedging, no related-party ties. Note overall board influence by a major stockholder’s designee (Mehta) was evaluated by the Board, but Smith remains independent .