Dominic Smethurst
Corbus Pharmaceuticals HoldingsAbout Dominic Smethurst
Dominic Smethurst, MA, MBChB, MRCP, is 51 and has served as Chief Medical Officer (CMO) of Corbus Pharmaceuticals since February 27, 2024, with prior CMO roles at Bicycle Therapeutics PLC and interim CMO at Nordic Nanovector ASA; he earned his degrees from Christ's College, Cambridge and Queens Medical Center, Nottingham . Company pay-versus-performance disclosures show cumulative TSR of 31.47 for 2024 and a net loss of $40.209 million, framing the operating backdrop during his tenure . Corbus highlights retention risk tied to key executives including Smethurst in Risk Factors, underscoring his strategic importance to execution in clinical development .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bicycle Therapeutics PLC (Nasdaq: BCYC) | Chief Medical Officer | Aug 2020 – Oct 2023 | CMO at a clinical-stage biopharma developing “Bicycle” medicines in US/UK |
| Nordic Nanovector ASA | Interim Chief Medical Officer | Feb 2019 – Aug 2020 | Responsible for design, strategy and implementation of clinical trials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public-company directorships disclosed in CRBP proxy |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (GBP) | £379,000 | Per Service Agreement (Feb 27, 2024) |
| Salary paid (USD) | $408,914 | Converted from GBP at average IRS rate; reported SCT amount |
| Target Bonus % of Base | Up to 40% | Board-adjusted based on individual and company performance |
| Actual Bonus Paid | $0 | No bonus paid for 2024 |
| All Other Compensation | $14,908 | U.K. pension matching ($14,688) and internet allowance ($220) |
Performance Compensation
Equity Awards Granted (2024)
| Type | Grant Date | Shares/Units | Grant Date FV (USD) | Strike | Expiration | Vesting |
|---|---|---|---|---|---|---|
| RSUs | Feb 27, 2024 | 50,000 | $1,303,500 | — | — | Equal annual installments over 4 years |
| Options | Feb 27, 2024 | 50,000 | $1,165,650 | $26.07 | Feb 27, 2034 | 25% on Feb 27, 2025; remaining 75% monthly over 36 months starting Mar 27, 2025 |
Annual Bonus Framework (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (individual and company performance) | Not disclosed | 40% of base salary | $0 | $0 | Cash (N/A) |
Equity Ownership & Alignment
| Item | As of/Period | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | Mar 21, 2025 | 20,690 | <1% of outstanding shares; includes options exercisable within 60 days |
| Presently exercisable options (included in above) | Mar 21, 2025 | 14,583 | Within 60 days of reference date |
| Unvested RSUs | Dec 31, 2024 | 50,000 | Market value $590,000 at $11.80/share |
| Unexercisable options | Dec 31, 2024 | 50,000 | Strike $26.07; expiration Feb 27, 2034 |
| Option moneyness (FYE 2024) | Dec 31, 2024 | Out-of-the-money | Strike $26.07 vs $11.80 close—no intrinsic value |
- Anti-hedging policy: CRBP prohibits hedging/monetization transactions (e.g., collars, forwards) for officers, directors, employees, family members, and controlled entities .
- Pledging: No pledging disclosure found for Smethurst; company policy disclosure references anti-hedging but does not specify anti-pledging in cited text .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Service Agreement dated Feb 27, 2024; serves as CMO until terminated |
| Base Salary | £379,000 per year; adjustable annually by Board |
| Bonus | Eligible for annual bonus targeted up to 40% of base salary; Board may adjust based on individual/company performance |
| Initial Equity | 50,000 RSUs and options to purchase 50,000 common shares under 2014 Plan; eligible for additional equity at Board/Comp Committee discretion |
| Non-compete | During employment and 3 months post-termination |
| Non-solicit | During employment and 6 months post-termination |
| Notice / Payment in Lieu | Either party may terminate with 3 months’ notice; company may terminate without notice with payment in lieu equal to base salary for the 3-month notice period (excluding bonus/commission/benefits/holiday) |
| Cause | Company may terminate without notice and with no further payments (other than accrued) in specified “Cause” circumstances |
| Change-in-Control (CIC) | If terminated (other than for Cause) within 6 months before or 12 months after a CIC: pay 2x target bonus by March 15 following CIC and fully accelerate vesting of all outstanding equity awards upon the later of CIC or termination (double-trigger acceleration) |
| Clawback | Company maintains a Compensation Recovery Policy (clawback), incorporated by reference in 10-K exhibits |
Compensation Committee and Governance Context
- Compensation Committee: Dr. Jenkins (Chair), Dr. Altmeyer, Dr. Ben; 9 meetings in 2024; independent under Nasdaq rules; uses independent consultant OneDigital for peer benchmarking; consultant reported directly to the Committee .
- 2024 Equity Plan: Board may grant up to 2,000,000 shares via options/RSUs/performance awards under 2024 Plan approved May 16, 2024 .
- Say-on-Pay: Advisory vote on NEO compensation on the 2025 annual meeting agenda (non-binding; Board will consider results) .
Investment Implications
- Pay-for-performance alignment: 2024 compensation for Smethurst was equity-heavy (RSUs and options totaling $2.469 million vs. $408,914 salary; no cash bonus), aligning incentives with long-term value creation; however, options granted at $26.07 were out-of-the-money at the 2024 year-end close of $11.80, reducing near-term realizable value and potentially elevating retention risk if equity remains underwater .
- Vesting and potential selling pressure: RSUs vest annually over 4 years and options begin vesting 25% at Feb 27, 2025 with monthly vesting thereafter, which creates regular equity delivery cadence and potential supply into the market absent trading restrictions—monitor Form 4s for actual dispositions .
- CIC economics: Double-trigger acceleration plus 2x target bonus upon qualifying termination around a CIC could motivate continuity through strategic transactions; payout quantum is tied to target bonus (40% of base), not salary multiples, which limits cash downside while fully accelerating equity .
- Retention and execution risk: Company explicitly flags reliance on key executives including the CMO; with development-stage losses and strategic trial execution demands, Smethurst’s continuity is a lever for de-risking clinical timelines .