Jean-Pierre Lehmann

About Jean-Pierre Lehmann

Jean-Pierre Lehmann, 86, is an independent director of Cibus, Inc. He previously served on the Cibus Global Board since November 2009 and joined the Cibus Board in connection with the Merger Transactions. He is a long-time private investor with 30 years of experience across venture capital, private equity (especially in Asia), and U.S. real estate; earlier he managed portfolios at Morval Bank and oversaw a diversified holding company for Edmond de Rothschild. Lehmann holds a degree from HEC Paris and an MBA from Harvard Business School, and he served as an officer in the French Navy .

Past Roles

External Roles

• No current public company directorships disclosed for Lehmann in the proxy; primary occupation is private investor .

Board Governance

• Attendance: Board held 24 meetings in FY2024 and acted by written consent seven times; each director attended more than 75% of Board and committee meetings; independent directors meet in executive session at least quarterly; all directors attended the 2024 annual meeting .
• Independence: Board determined Lehmann is independent under Nasdaq and Rule 10A‑3 .

Fixed Compensation

Director compensation for FY2023–FY2024:

Policy reference for director pay starting FY2024:

• Annual cash retainer $60,000; additional annual chair retainers: Lead Director $25,000; Compensation Chair $12,000; Nominating Chair $10,000; Audit Chair $15,000; Strategy Chair $25,000 .
• Annual equity: for U.S.-domiciled directors, a stock option award with grant-date value ≈$90,000 (10-year term); for non-U.S. directors, choice of ≈$90,000 option or RSU. Vesting generally on earlier of first anniversary or next annual meeting; prorated for mid-year appointees .

Performance Compensation

• No performance-based metrics are tied to director compensation; awards are time-based (annual option or RSU per policy), and a special option for 2023 service immediately vested on grant .
• Clawback policy applies to executive incentive compensation per Nasdaq/SEC rules; it does not indicate director equity is performance-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; meets financial literacy and sophistication standards .
• Education: HEC Paris; MBA Harvard Business School; finance and investment management experience (Morval Bank; Edmond de Rothschild); 30 years private investing; military officer background .

Equity Ownership

Beneficial ownership and alignment:

Director equity awards outstanding:

Hedging and pledging:

• Insider Trading Policy prohibits hedging, short selling, and derivative transactions; pledging generally restricted subject to case-by-case exceptions .
• To the best of the Company’s knowledge, no Cibus securities held by any employee, officer or director were held in margin accounts or pledged during FY2024 .

Ownership guidelines:

• No director stock ownership guideline multiples disclosed in the proxy .

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert designation; serves on all key committees (Audit, Compensation, Nominating, Strategy), indicating high engagement and governance breadth .
  • Attendance threshold met; Board and committee cadence is high (24 Board meetings; quarterly executive sessions; multiple committee meetings) supporting active oversight .
  • Robust policies: insider trading (hedging/pledging prohibited); related person transaction approval governed by Audit Committee or disinterested independent directors; annual governance guideline reviews .

• Alignment signals:

  • Material share ownership via JPL Investments SA (≥5% holder), and personal director-level holdings, align incentives with long-term equity value .
  • Director compensation mix in FY2024 emphasizes equity (options $142,435 vs cash $60,000; total $202,435), reinforcing shareholder alignment .

• Potential conflicts and mitigants:

  • RED FLAG: Participation in legacy Warrant Transfer and Exchange Agreement entitles Lehmann (among others) to revenue-linked payments; as revenues scale, payments could be material. The Company’s related person transaction policy places such matters under Audit Committee or disinterested independent director oversight; however, Lehmann’s Audit Committee membership requires careful recusal when appropriate .
  • Significant ownership through JPL Investments SA combined with committee roles necessitates transparency; Board independence determination explicitly considered stock ownership and affirmed independence .

• Compensation committee practices:

  • Use of independent consultant (Aon) after RFP; independence confirmed; six meetings in 2024 indicate structured oversight of pay programs (though director pay itself is policy-driven and not performance-based) .

• Shareholder feedback:

  • Company holds annual say-on-pay; next expected in 2026; no director-specific voting concerns disclosed in proxy .

Overall, Lehmann presents as a financially sophisticated, highly engaged independent director with substantial equity alignment. The principal governance sensitivity is his inclusion in revenue-linked legacy royalty arrangements and his status as a significant shareholder, both mitigated by explicit related-party oversight frameworks and independence determinations .