Jason Stokes

About Jason Stokes

Jason Stokes, Esq. is Chief Legal Officer, General Counsel and Corporate Secretary of Cibus, Inc. He joined in May 2024 and brings extensive governance, securities, finance, M&A, and restructuring experience, including leading Compute North through Chapter 11 as CLO (2022–2023). He holds a J.D. from Georgetown University Law Center and a B.S. in Mechanical Engineering from the University of Notre Dame; age 54 as of the 2025 proxy . Company performance context during his tenure: FY2024 revenues rose versus FY2023, while losses and TSR remain challenged.

Company performance snapshot

• Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• No Jason Stokes-specific base salary or target bonus disclosed in 2024–2025 proxies. Named executive officer (NEO) tables do not include the CLO; therefore, base salary, target/actual bonus for Mr. Stokes are not itemized .
• Cibus maintains a Severance Plan in which the Chief Legal Officer/General Counsel role is categorized to receive 12 months of base salary and a pro-rated target annual bonus upon a qualifying termination (Good Reason/Without Cause), subject to release and covenants; benefits may be enhanced in a Change-in-Control period per plan terms .

Fixed compensation framework (role-level plan provisions)

Performance Compensation

• Company-level short-term cash incentive: NEOs earned no annual cash bonus for FY2024; no disclosure for Mr. Stokes specifically .
• Long-term incentives: Equity awards for executives are granted under the 2017 Omnibus Plan; for NEOs, time-based awards generally receive full vesting if terminated without cause or for good reason within 12 months post-triggering event; performance awards vest based on Committee-determined performance through the date (plan-level provisions) .
• Clawback: Company-wide clawback policy adopted May 31, 2023 for erroneously awarded incentive-based compensation tied to financial reporting measures following an accounting restatement (three-year lookback) .

Illustrative incentive framework (company-level disclosure; not CLO-specific grant data)

Equity Ownership & Alignment

Insider-selling pressure signals

• No Stokes-specific equity grant, vesting schedules, or Form 4 activity are disclosed in the proxies; no pledging by officers in FY2024 reduces near-term forced-sale risk from margin calls .

Employment Terms

Investment Implications

• Alignment/controls: Hedging bans, pledging restrictions, and a Nasdaq-compliant clawback support pay-for-performance alignment and reduce misalignment and reputational risk for the legal function’s leader .
• Retention risk: CLO’s severance framework (12 months base, pro-rated target bonus) is market-standard and should moderate voluntary turnover risk without creating excessive parachute economics; equity acceleration is tied to true CIC outcomes per plan .
• Trading/overhang: No disclosed pledging or Stokes-specific equity vesting calendar; low visibility into potential selling pressure from the CLO’s holdings. Company-level insider ownership/related-party warrant dynamics are concentrated in other insiders (e.g., Chairman), not the CLO .
• Execution: As CLO, Stokes has been the signatory for multiple capital markets transactions/SEC items (placement agreements, SPAs, and 8-Ks), indicating direct involvement in financing and disclosure processes critical to runway and compliance in a high-burn, scaling phase .
• Performance context: Despite revenue growth FY2023→FY2024, EBITDA losses widened and TSR from the 2021 base remains severely negative; equity-based incentives (for all executives) may have diminished current in-the-money value, which can affect retention and motivation unless refreshed thoughtfully around milestones .