Jeff Smith
About Jeff Smith
Jeff Smith, Ph.D., is Co‑founder and Chief Research Officer (CRO) of Precision BioSciences (DTIL). He has served as CRO since September 2022, previously Chief Technology Officer (2019–Sep 2022) and Chief Scientific Officer from the company’s 2006 inception; age 52; education includes Franklin & Marshall (Chemistry/Biology) and a graduate degree in Biochemistry, Cellular & Molecular Biology from Johns Hopkins, with earlier specialization in protein engineering at Duke that formed the foundation of the ARCUS genome editing platform and over 75 issued patents as inventor . Company performance context during his recent tenure: cumulative TSR for 2024 implied a $10.67 value on a $100 investment baseline (vs. $30.67 in 2023), while net income improved to $7.2M in 2024 from a $61.3M loss in 2023, reflecting the impact of a 2023 strategic pivot and 2024 execution against clinical/BD goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Precision BioSciences | Chief Research Officer | Sep 2022–present | Leads research advancing ARCUS in vivo programs; part of leadership that exceeded 2024 operational goals (CTA submissions/approvals; first HBV patient dosed; two CAR‑T asset deals) . |
| Precision BioSciences | Chief Technology Officer | 2019–Sep 2022 | Oversaw technology development during shift toward in vivo editing focus . |
| Precision BioSciences | Chief Scientific Officer (Co‑founder) | 2006–2019 | Built core scientific capabilities and ARCUS genome editing platform from inception . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Duke University | Protein engineering specialist (academic research) | Pre‑2006 | Work helped create ARCUS foundation; co‑inventor on >75 foundational patents in genome editing . |
| Johns Hopkins University | Graduate researcher (Biochemistry, Cellular & Molecular Biology) | Pre‑2006 | Developed/characterized custom nucleases for genome engineering during graduate studies . |
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Base Salary | $400,000 . |
| Target Bonus % of Salary | 35% of base salary . |
| Actual Bonus Paid (for 2024, paid Jan 2025) | $230,600 . |
| All Other Compensation (401(k) match + supplemental disability) | $9,595 (401(k) match $3,871; supplemental disability premiums $5,788) . |
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric category | Weighting | Target | Actual attainment | Payout mechanics | Notes |
|---|---|---|---|---|---|
| Corporate goals (clinical, non‑clinical, financial/admin) | 80% of bonus | Not disclosed | 105% corporate attainment after management‑recommended reduction from 120% due to stock price | Multiplied by 35% target bonus on $400k base | Goals included multiple CTA submissions/approvals, first HBV patient dosing ahead of schedule, two BD deals on non‑core CAR‑T assets . |
| Individual goals (function‑specific) | 20% of bonus | Not disclosed | Not disclosed | Included in actual $230,600 bonus paid | Individual criteria not itemized . |
Equity Awards (2024 grants)
| Grant type | Grant/vesting commencement date | Shares granted | Grant date fair value | Vesting |
|---|---|---|---|---|
| RSU | 1/20/2024 | 80,000 | $808,943 total; weighted‑avg $10.11/share | Vests in substantially equal installments on each of the first three anniversaries of the vesting commencement date . |
Notes:
- DTIL’s 2024 NEO equity grants were RSUs (time‑based); the company has historically used both options and RSUs, but 2024 awards to NEOs were RSUs only .
- Clawback policy applies to incentive‑based compensation upon accounting restatement (look‑back three completed fiscal years) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 20, 2025)
| Holder | Shares beneficially owned | % of outstanding | Components / footnotes |
|---|---|---|---|
| Jeff Smith, Ph.D. | 101,907 | 1.0% | Consists of 95,736 shares owned and 6,171 options exercisable within 60 days . |
Outstanding Equity (as of Dec 31, 2024) – Jeff Smith
| Instrument | Vesting commencement | Exercisable | Unexercisable | Exercise price | Expiration | Unvested RSUs | YE2024 market value basis |
|---|---|---|---|---|---|---|---|
| Stock option | 3/24/2017 | 780 | — | $35.40 | 3/23/2027 | — | — . |
| Stock option | 10/12/2018 | 1,561 | — | $359.40 | 10/11/2028 | — | — . |
| Stock option | 4/1/2020 | 1,192 | — | $174.90 | 8/20/2030 | — | — . |
| Stock option | 6/7/2021 | 732 | 105 | $340.20 | 6/6/2031 | — | — . |
| Stock option | 3/3/2022 | 1,700 | 773 | $122.40 | 3/2/2032 | — | — . |
| RSU | 3/3/2022 | — | — | — | — | 519 | $1,977 (using $3.81 close on 12/29/2024) . |
| RSU | 1/20/2023 | — | — | — | — | 5,000 | $19,050 . |
| RSU | 1/20/2024 | — | — | — | — | 31,343 | $119,417 . |
| RSU | 1/20/2024 | — | — | — | — | 48,657 | $185,383 . |
Additional alignment/policies:
- Hedging transactions are prohibited by DTIL’s Insider Trading Policy; policy filed as exhibit to 2024 Form 10‑K .
- No explicit anti‑pledging prohibition is disclosed in the proxy; no pledging by Dr. Smith is disclosed in the beneficial ownership table .
- Management insider buying: in May 2024, the PEO and NEOs (including Dr. Smith) purchased 17,501 DTIL shares in a non‑brokered private placement at $12.00/share ($210,012 aggregate), not part of compensation, signaling alignment; price represented a 13.5% premium to prior close and 130% premium to 3/25/2025 close .
Implication on option value and selling pressure:
- As of YE2024, DTIL’s closing price used for valuation was $3.81; Dr. Smith’s listed option strikes ($35.40–$359.40) were far above this level, implying zero intrinsic value at that date .
- RSUs vest in substantially equal annual installments over three years; for grants with 1/20/2023 and 1/20/2024 vesting commencement, one‑third tranches vest on or around 1/20/2025, 1/20/2026, and 1/20/2027, potentially creating periodic supply overhang absent 10b5‑1 or retention actions .
Employment Terms
| Provision | Base case termination (without cause / good reason) | Change‑in‑control (CIC) termination window (within 12 months post‑CIC or 3 months pre‑CIC) | Other terms |
|---|---|---|---|
| Cash severance | 12 months base salary + 1× target bonus (lump sum) . | 18 months base salary + 1.5× target bonus (lump sum) . | Requires release of claims and compliance with proprietary information agreement . |
| Health benefits | COBRA premium reimbursement up to 12 months . | COBRA premium reimbursement up to 18 months . | |
| Equity vesting | No automatic acceleration disclosed . | Accelerated vesting of all unvested time‑based equity grants (double trigger) . | |
| Restrictive covenants | Non‑compete and non‑solicit while employed and for 1 year post‑termination (PEO has 18 months if CIC‑related; for Dr. Smith 1 year) . | Same . |
Compensation Structure Analysis
- 2024 mix emphasizes at‑risk pay: target bonus 35% of salary with 80% tied to corporate milestones; corporate goal attainment was reduced from 120% to 105% to reflect stock price context, evidencing discretionary risk‑balancing by the committee .
- Equity shifted toward RSUs (80,000 RSUs in 2024 for Dr. Smith; no 2024 option grant), lowering risk versus options and reinforcing retention via time‑based vesting .
- No 2024 base salary increase for NEOs (fiscal discipline) .
- Clawback policy in place per SEC’s listing standards; anti‑hedging policy prohibits hedging/derivative monetization .
Performance & Track Record
- 2024 operational execution exceeded plan: multiple CTA submissions/approvals, first HBV patient dosed ahead of schedule, and two business development transactions on non‑core CAR‑T assets; corporate goal attainment set at 105% after discretionary reduction tied to stock price .
- Pay‑versus‑performance disclosure shows CAP vs. TSR misalignment typical for pre‑commercial gene editing peers; TSR declined from $30.67 to $10.67 (2023→2024 baseline framework), while net income improved to +$7.2M in 2024 from a $61.3M loss in 2023 .
Governance, Policies, and Committee Oversight
- Compensation Committee: Geno Germano (Chair) and Shari Lisa Piré; both independent and non‑employee under applicable rules .
- Consultant: Aon advises on peer group, benchmarking, equity/severance practices; no conflict found; 2024 fees $45,442 for comp advisory; separate Aon subsidiary brokered D&O insurance ($225,000) with Board approval .
- Insider Trading Policy (hedging ban) and Clawback Policy compliant with SEC/Nasdaq requirements .
Related Party Transactions and Filings
- Duke License: Dr. Smith is an inventor on Duke patents licensed to DTIL; under Duke’s inventor policy he received $11,136 (2024) and $149,707 (2023) from Duke (not DTIL), tied to license income—a related‑party disclosure given his inventor status .
- Section 16(a): Company noted delayed Form 4 filings on May 3, 2024 for several executives (including Dr. Smith) to report delayed settlement of 3/3/2022 RSUs, approved by the compensation committee .
Equity Ownership & Alignment Details (Supplemental)
| Topic | Detail |
|---|---|
| Beneficial ownership threshold compliance | Dr. Smith beneficially owns ~1.0% of shares outstanding; not flagged for any pledging arrangements . |
| Stock ownership guidelines | Corporate Governance Guidelines list “Stock ownership” as a topic; specific executive ownership multiples are not enumerated in the proxy . |
Investment Implications
- Alignment and retention: Significant unvested RSUs from 2023–2024 grants and double‑trigger CIC protections reduce near‑term flight risk; 2024 insider share purchases at a premium further align incentives with shareholders .
- Selling pressure watch: Annual one‑third RSU vesting tranches around January 20 each year (and March 3 for 2022 grant) may create periodic supply; absence of in‑the‑money options at YE2024 limits optionality‑driven selling near term .
- Governance risk: Hedging ban and clawback policy are positives; related‑party Duke inventor payments are modest and routed via the university under standard policy; 2025 proposal to extend DGCL officer exculpation to covered officers reflects broader Delaware trend rather than company‑specific risk .
- Pay‑for‑performance: Committee’s reduction of corporate attainment from 120% to 105% due to stock price demonstrates sensitivity to shareholder experience, supporting a balanced pay design even amid pre‑commercial TSR volatility typical of gene editing peers .