Carlo Broos
About Carlo Broos
Cornelis (Carlo) Broos, 54, is Chief Financial Officer of Cibus (CBUS) since September 18, 2025 (appointed from Interim CFO held since October 1, 2024). He joined Cibus in 2011, rising from VP Finance & Business Development to SVP Finance (2024) and Interim CFO before his appointment; prior roles include Head of Finance (Services) for Syngenta EAME, CFO Netherlands/Belgium at Syngenta, Group Controller at Advanta, and Audit Manager at Deloitte (Netherlands). He holds an M.Sc. in Business Administration (Radboud University, 1995) and a post‑master in accountancy (Tilburg University, 1999), qualifying as a Registered Accountant (Netherlands CPA equivalent) . During his interim tenure, Cibus executed cost reductions and extended runway (cash and equivalents $36.5M at 6/30/25; expected runway into Q2’26), while Q2’25 revenue grew to $0.933M (from $0.838M YoY); company TSR in 2024 (pay-vs-performance basis) reflected severe share price pressure, with a $100 initial investment at 12/31/21 valued at $2.61 by YE 2024 and net loss of $282.7M in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cibus | Chief Financial Officer | 2025–present | Appointed CFO Sept 2025 after serving as Interim CFO since Oct 2024 . |
| Cibus | Interim Chief Financial Officer | 2024–2025 | Led finance during restructuring/cost reductions and capital raises; signed SOX 302/906 certifications on 10-Qs . |
| Cibus | SVP Finance; VP Finance & Business Development | 2024; 2011–2023 | Senior finance leadership post-merger; prior BD/finance leadership since 2011 . |
| Syngenta | Head of Finance (Services), EAME | 2008–2011 | Regional finance leadership across Europe/Africa/Middle East . |
| Syngenta | CFO Netherlands and CFO Belgium | 2005–2008 | Country CFO responsibilities . |
| Advanta | Group Controller | 2002–2005 | Group financial control . |
| Deloitte (Netherlands) | Audit Manager | 1995–2002 | Audit and accounting leadership; RA qualification . |
External Roles
- The Employment Agreement allows limited outside activities with prior consent (and continuing existing service in Exhibit A), but no specific external directorships are disclosed in the filings reviewed .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Base salary | $238,983 (paid in EUR; USD shown at 2024 avg monthly FX) | €440,000 initial base salary per Employment Agreement (effective Sept 18, 2025) |
| Target bonus % | Not disclosed | Not disclosed; eligible for discretionary annual bonus |
| Actual annual bonus paid | $0; no annual cash bonus earned for NEOs in 2024 | Not disclosed |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Annual bonus | Not disclosed | Not disclosed | 2024: No bonus earned | $0 (2024) | Discretionary program; metrics and targets not disclosed . |
Equity Awards (Grants and Vesting)
| Grant date | Instrument | Shares/Options | Grant date fair value | Exercise price | Vesting schedule | Expiration |
|---|---|---|---|---|---|---|
| Nov 11, 2024 | Stock options | 41,000 | $194,636 | $5.75 | 33.3% on 11/11/2025; 33.3% on 11/11/2026; 33.4% on 11/11/2027 | 11/11/2034 |
| Nov 11, 2024 | RSUs | 20,500 | $117,875 | — | 25% per year on each anniversary of grant through 11/11/2028 | — |
| May 25, 2023 (converted) | Restricted stock | 3,297 unvested @ 12/31/24 | $9,166 (MV as of 12/31/24) | — | Vests evenly monthly through 5/31/2027 | |
| Dec 31, 2022 (converted) | Restricted stock | 6,816 unvested @ 12/31/24 | $18,948 (MV as of 12/31/24) | — | Vests evenly monthly through 12/31/2026 | |
| Apr 30, 2021 (converted) | Restricted stock | 652 unvested @ 12/31/24 | $1,813 (MV as of 12/31/24) | — | Vests evenly monthly through 4/30/2025 |
Notes on insider-selling pressure:
- Potential liquidity events include: monthly restricted share vesting through April 2025, December 2026, and May 2027; annual RSU cliffs of 5,125 shares on 11/11 each year from 2025–2028; and option tranches vesting annually 2025–2027 (subject to 10b5‑1 plans and trading windows) .
Equity Ownership & Alignment
| Ownership detail | Amount | % of class |
|---|---|---|
| Total beneficial ownership (Class A + equity within 60 days) | 54,874 shares (includes 9,633 restricted and 1,177 options exercisable within 60 days) | <1% |
| Pledging/hedging | Company prohibits hedging; pledging generally restricted; no pledges by employees/officers/directors during 2024 to company’s knowledge | |
| Clawback | Nasdaq/SEC-compliant clawback adopted May 31, 2023; applies to incentive-based pay tied to financial reporting measures over a 3-year lookback in case of restatement |
Employment Terms
| Term | Details |
|---|---|
| Effective date and role | Executive Employment Agreement dated Sept 19, 2025 (effective Sept 18, 2025); appointed CFO; also serves as CFO of Cibus, Inc. |
| Base salary | €440,000, subject to adjustment |
| Annual incentives | Eligible for discretionary annual bonus and annual incentive equity awards at Board discretion based on company and individual performance |
| At-will; termination | At-will employment |
| Severance (non‑CIC) | If terminated by company without Cause or by executive for Good Reason (other than death/disability): 18 months of base salary (subject to customary release) |
| Change in Control (CIC) | If terminated by company without Cause or by executive for Good Reason in connection with a CIC: 24 months of base salary; lump sum equal to the higher of target annual bonus for the year of termination or, if termination occurs in 2H, the reasonably projected annual bonus; full vesting of all stock options and other unvested equity; subject to release |
| Non-compete/other activities | No employment elsewhere or competing business activities without consent; passive investments up to 5% of public company equity allowed; may continue pre‑approved activities (Exhibit A) with consent |
| Work location | Performs services remotely with travel; must work in San Diego office at least one calendar week per month as determined by CEO |
Performance & Track Record
- Liquidity and cost discipline: As Interim CFO, reported cash and equivalents of $36.5M (6/30/25), a $27.5M gross equity raise in June, and runway expected into Q2’26; actions included a reduction in force (Q3 one-time charges ~$0.5M) and initiatives targeting ~$(30)M annual net cash usage by 2026 .
- Revenue and P&L: Q2’25 revenue $0.933M vs $0.838M YoY; net loss $26.6M vs $28.5M YoY, with lower R&D and SG&A from cost initiatives .
- Governance and controls: As principal financial officer, executed SOX 302 and 906 certifications on Q2’25 and Q3’25 10‑Qs .
- Shareholder returns context: 2024 pay‑vs‑performance TSR implies a $100 investment at 12/31/21 declined to $2.61 by YE 2024; 2024 net loss $(282.7)M, reflecting pre‑revenue stage and restructuring (company-level metrics) .
Compensation Structure Analysis
- Mix and risk: 2024 compensation consisted of salary plus time‑based equity (RSUs and options); no annual cash bonus paid. Absence of disclosed quantitative bonus metrics and time‑based equity tilt reduce near‑term pay‑for‑performance sensitivity, while meaningful equity holdings and vesting schedules maintain retention incentives .
- CIC economics: Double‑trigger CIC terms (24 months base + bonus and full acceleration) are protective for the executive and could modestly increase deal‑related payout sensitivity; severance outside CIC is 18 months base, with no tax gross‑ups disclosed .
- Governance mitigants: Prohibitions on hedging, restricted pledging, and a compliant clawback policy mitigate misalignment and reputational risks .
- Process: Compensation Committee engaged independent consultant Aon in 2024; no conflicts identified .
Say-on-Pay & Shareholder Feedback
- 2025 proxy included a Say‑on‑Pay proposal; Board recommended “FOR”; results not included in the proxy .
Equity Vesting Calendar (Potential Selling Pressure Windows)
- Monthly: Legacy restricted stock vests monthly through 4/30/2025, 12/31/2026, and 5/31/2027 (watch for monthly Form 4s near window opens) .
- Annual: RSU cliffs of 5,125 shares on each 11/11/2025, 11/11/2026, 11/11/2027, and 11/11/2028; options vest one‑third on 11/11 annually in 2025–2027 (subject to trading windows/10b5‑1) .
Investment Implications
- Retention and incentives: Time‑based RSUs/options and double‑trigger CIC acceleration support retention but lessen direct linkage to annual operating targets; lack of disclosed bonus metrics reduces transparency into pay‑for‑performance. Monitor for 2025+ bonus framework disclosure and any shift toward performance‑vested equity .
- Trading signals: Expect periodic vest‑related supply around monthly legacy vest schedules and annual 11/11 cliffs; watch for 10b5‑1 plan disclosures and Form 4 activity around these dates .
- Alignment and governance: Small personal stake (<1%) limits concentrated ownership risk; pledging prohibited and clawback in place—both positive for governance quality .
- Execution risk: CFO’s cost control and capital raises improved runway into Q2’26; however, with initial revenues guided to 2026 and historical TSR weakness, delivery of commercialization milestones and cash burn reduction remain the key catalysts for compensation alignment and shareholder returns .