John Smither
About John Smither
Independent director (age 72) serving on the Genelux (GNLX) board since September 2023; currently Class I director with term expiring at the 2026 Annual Meeting. Background includes multiple CFO roles across public biopharma and extensive audit committee leadership; education includes B.S. in accounting (with honors) and inactive CPA credential, supporting finance oversight. The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcutis Biotherapeutics (public) | Interim CFO; prior CFO leading IPO and two follow-ons | Interim CFO: Sep 2023–2024; CFO: May 2019–May 2021 | Led successful IPO and follow-on financings |
| Sienna Biopharmaceutics | CFO | Jan 2016–Apr 2017; Apr 2018–Mar 2019 | Finance leadership at clinical-stage biotech |
| Kite Pharma (Gilead Company) | Interim CFO | Nov 2017–Apr 2018 | Transition finance leadership post-acquisition |
| Unity Biotechnology | CFO | Jan 2016–Jul 2017 | Finance leadership |
| Kythera Biopharmaceuticals | CFO | Pre-IPO through approval/launch; led IPO and sale to Allergan | Sold to Allergan for ~$2.1B |
| Amgen | VP Finance & Administration (Europe, 28 countries); Executive Director Corporate Accounting | Feb 1998–Nov 2007 | Multi-country finance leadership |
| Ernst & Young | Audit Partner | Early career | CPA (inactive) credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Life Sciences | Senior Advisor | Since Nov 2024 | Investor-side domain expertise |
| NewAmsterdam Pharma (public) | Director; Audit Committee Chair | Director since Jan 2023; Audit Chair since Jan 2022 | Audit leadership in public biotech |
| Applied Molecular Transport (public; acquired by Cyclo Therapeutics Dec 2023) | Director; Audit Chair; Compensation Committee member | Jan 2022–Dec 2023 | Post-acquisition wind-down governance |
| eFFECTOR Therapeutics (public) | Director; Audit Chair; Nominating & Governance Committee member | Mar 2018–Sep 2023 | Financial oversight and governance |
| Achaogen (biopharma) | Director; Audit Chair; Compensation Committee member | Dec 2013–May 2020 | Audit and pay oversight |
Board Governance
- Independence: Board determined Smither (and 3 other directors) are independent under Nasdaq listing rules; Audit, Compensation, and Nominating committee members meet heightened independence requirements .
- Committee assignments (FY2024): Audit (member), Compensation (Chair), Nominating & Corporate Governance (member). Committee meetings held in FY2024: Audit 5, Compensation 4, Nominating 5 .
- Attendance and engagement: Board met 8 times in FY2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors held 8 executive sessions in FY2024 .
- Board structure: Combined CEO/Chair with Lead Independent Director (Tyree) empowered to set agendas, preside executive sessions, liaise with management/stockholders—mitigating concentration of roles .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Director Cash Retainer | 40,000 | Per Non‑Employee Director Compensation Policy |
| Committee Chair Fee (Compensation) | 10,000 | Chair stipend |
| Committee Member Fee (Audit) | 7,500 | Member stipend |
| Committee Member Fee (Nominating) | 4,000 | Member stipend |
| One-time Advisory Payment (Oct 2024) | 15,000 | For advisory contributions to strategic financing |
| Total Cash Fees Earned (2024) | 76,500 | As reported in director compensation table |
- Cash fees reconcile to disclosed total: $61,500 annual/committee + $15,000 advisory = $76,500 .
- No separate meeting fees disclosed beyond policy .
Performance Compensation
| Equity Component (2024) | Grant Value ($) | Vesting / Terms |
|---|---|---|
| Annual RSU Grant | 77,500 | Annual grants vest on first anniversary or next annual meeting; fully vest on Change in Control; calculated per equity award policy |
| Annual Stock Option Grant | 77,500 | 10-year term; strike at fair market value on grant date; vesting per annual grant; fully vest on Change in Control |
| Outstanding Options (as of 12/31/2024) | 58,916 (shares) | Beneficially owned underlying options; exercisable within 60 days |
| Outstanding RSUs (as of 12/31/2024) | 44,154 (shares) | RSUs subject to vesting |
- Option repricing history: In Sept 2022 the Board approved repricing of previously granted/unexercised options (employees, directors, key advisers) to $6.00, contingent on IPO—potential governance concern regarding option economics .
Other Directorships & Interlocks
| Company | Relationship to GNLX | Potential Interlock/Conflict Note |
|---|---|---|
| NewAmsterdam Pharma | Unrelated public biotech | No disclosed related‑party transactions with GNLX |
| Applied Molecular Transport | Unrelated public biopharma (acquired) | No disclosed related‑party transactions with GNLX |
| eFFECTOR Therapeutics | Unrelated public biopharma | No disclosed related‑party transactions with GNLX |
| Achaogen | Unrelated biopharma | No disclosed related‑party transactions with GNLX |
| Frazier Life Sciences | Investor/advisor role | No disclosed related‑party transactions with GNLX |
- The proxy states no related party transactions since Jan 1, 2023 involving directors/officers above materiality thresholds, reducing direct conflict risk .
Expertise & Qualifications
- Deep finance leadership across public biopharma (multiple CFO roles), IPO execution, and M&A (Kythera sale ~$2.1B) .
- Audit committee chair experience across multiple public boards; former audit partner at Ernst & Young; inactive CPA credential—strong audit literacy .
- International finance operations (Amgen Europe across 28 countries) enhances risk oversight and controls experience .
Equity Ownership
| Holder | Common Shares | RSUs Vesting ≤60 days | Options Exercisable ≤60 days | Warrants Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|---|
| John Smither | 8,557 | 39,541 | 58,916 | 6,250 | 113,264 | <1% (as disclosed) |
| Shares Outstanding (Record Date) | 37,760,843 |
- Hedging/pledging prohibited under Insider Trading Policy—alignment safeguard; directors may not hedge or pledge company stock .
- Ownership guidelines for directors not disclosed in the proxy; compliance status not available.
Governance Assessment
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Strengths
- Independent director with robust audit and finance expertise; serves as Compensation Committee Chair and member of Audit and Nominating—supports board effectiveness in pay oversight and financial controls .
- Strong attendance; independent directors held regular executive sessions; all directors attended 2024 annual meeting—signals engagement .
- No related‑party transactions reported since 2023 involving directors—low conflict exposure .
- Hedging/pledging ban—improves shareholder alignment .
-
Watch items / RED FLAGS
- Option repricing (Sept 2022) for employees, directors, key advisers—shareholder‑unfriendly practice if repeated; monitor future equity policy changes .
- One late Section 16 filing for Smither (two transactions)—minor compliance lapse; monitor reporting rigor .
- One‑time $15,000 cash award for advisory work—modest, but discretionary payments to directors merit scrutiny for independence perception, especially while chairing Compensation Committee .
- Combined CEO/Chair structure—mitigated by an empowered Lead Independent Director; continue monitoring independence safeguards .
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Compensation Structure Notes
- Director pay mix balanced between cash retainer/committee fees and equity (RSUs + options) with time‑based vesting; annual grants fully vest on Change in Control, which can accelerate director equity—investors should assess potential entrenchment incentives .
-
Committee Process Quality
- Compensation Committee engaged an independent consultant (PayGovernance), reviewed peer practices, and refined compensation strategy—positive indicator of process rigor .
Related Party & Risk Indicators
- Related party transactions: None above thresholds since 2023 involving directors/officers; approvals governed by formal policy via Board/Audit Committee .
- Clawbacks: Company has Dodd‑Frank‑compliant clawback; SOX 304 reimbursement for CEO/CFO applicable upon misconduct‑driven restatements; relevant mainly to executives .
- Legal/Investigations: No director‑specific proceedings disclosed in proxy; Section 16 compliance note includes Smither’s single late report .
Director Compensation Policy Snapshot (for context)
- Annual cash retainer $40,000; committee chair/member fees (Audit: $15k/$7.5k; Compensation: $10k/$5k; Nominating: $8k/$4k); annual equity grants: $77,500 options + $77,500 RSUs; initial grants for new directors: $155,000 options + $155,000 RSUs; options 10‑year term; strike at fair market value; annual grants vest by next annual meeting and fully on Change in Control .