John Smither
About John W. Smither
John W. Smither, age 72, is an independent non-executive director of NewAmsterdam Pharma Company N.V. (NAMS) serving since January 2023, with his current term scheduled to expire in 2026 . He is the Audit Committee chair and has been designated an SEC “audit committee financial expert,” reflecting deep finance, accounting, and public-company governance experience, including 15 years as a practicing CPA (inactive) and service as an audit partner at Ernst & Young LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) | Chief Financial Officer; Interim CFO | CFO: May 2019–Mar 2021; Interim CFO: Sep 2023–Apr 2024 | Public-company CFO leadership during commercialization build; returned as interim CFO for transition |
| Sienna Biopharmaceuticals, Inc. (Nasdaq: SNNA) | Chief Financial Officer | Apr 2018–Mar 2019 | Led finance at clinical-stage dermatology company |
| Kite Pharma (a Gilead Sciences company) | Interim Chief Financial Officer | Oct 2017–Apr 2018 | Supported integration into Gilead post-acquisition |
| Ernst & Young LLP | Audit Partner; CPA (inactive) | 15 years as practicing CPA (inactive); audit partner tenure not specified | Led audit engagements; foundational capital markets and controls expertise |
| eFFECTOR Therapeutics, Inc. (Nasdaq: EFTR) | Director; Audit Committee Chair; Nominating & Corporate Governance Committee Member | Mar 2018–Sep 2023 | Oversight of financial reporting; governance practices |
| Applied Molecular Transport, Inc. (Nasdaq: AMTI) | Director; Compensation Committee Member | Jan 2022–Dec 2023 | Executive pay oversight during restructuring period |
| Achaogen, Inc. | Director; Audit Committee Chair | Prior service dates not specified | Audit oversight at antimicrobials company |
| Principia Biopharma Inc. | Director; Audit Committee Chair | Prior service dates not specified | Audit oversight until company’s subsequent sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genelux Corporation | Director; Compensation Committee Chair; Audit Committee Member | Current (as of Apr 15, 2025) | Supervises executive pay and financial reporting at a public oncology company |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq Rule 5605(a)(2); board determined all directors except Davidson, Kastelein, and Topper are independent |
| Committee Assignments | Audit Committee (Chair); Compensation Committee – No; Nomination & Corporate Governance – No |
| Financial Expert | Board determined Smither qualifies as an “audit committee financial expert” |
| Board Meetings (2024) | 4 meetings; no director attended fewer than 75% of Board or committee meetings |
| Audit Committee Meetings (2024) | 4 meetings |
| AGM Participation | Attended 2024 annual general meeting (in person or teleconference) |
| Audit Committee Mandate | Oversees accounting, financial reporting, internal controls, auditor independence, pre-approves non-audit work; cybersecurity oversight included |
Fixed Compensation
| Component | Amount/Policy |
|---|---|
| Annual Director Retainer (Cash) | $43,000 policy-level annual retainer for non-employee directors |
| Fees Earned in Cash (2024) | $57,500 for Smither |
| Committee Fees (Policy) | Additional $5,000–$20,000 for chair/member roles (Audit, Compensation) |
| Meeting Fees | Not specifically disclosed beyond retainer/committee policy |
Performance Compensation
| Equity Element | 2024 Detail |
|---|---|
| Option Awards (Grant-date fair value) | $51,417 for Smither |
| Options Outstanding (# as of 12/31/2024) | 28,600 options |
| Vehicle/Structure | Non-employee directors may receive options; grants typically for service (not performance-conditioned PSUs) |
| Performance Metrics | No director performance metrics (e.g., TSR/EBITDA targets) disclosed for director equity; service-based options noted |
Note: Director equity awards are service-based options; no disclosure of PSUs or specific performance condition metrics for directors .
Other Directorships & Interlocks
| Company | Market | Role | Committees |
|---|---|---|---|
| Genelux Corporation | Public | Director | Compensation (Chair), Audit (Member) |
| eFFECTOR Therapeutics, Inc. | Public | Director | Audit (Chair); Nominating & Corporate Governance (Member) |
| Applied Molecular Transport, Inc. | Public | Director | Compensation (Member) |
| Achaogen, Inc. | Public (historical) | Director | Audit (Chair) |
| Principia Biopharma Inc. | Public (historical) | Director | Audit (Chair) |
- No related-party transactions naming Smither are disclosed; company uses a related-party policy with independent committee review and Dutch conflict-of-interest rules .
Expertise & Qualifications
- 15 years as a practicing CPA (inactive) and former audit partner at Ernst & Young, providing robust financial reporting and controls expertise .
- Multiple public-company CFO roles and interim CFO assignments through complex transitions (post-acquisition integration, commercialization build-outs) .
- Audit Committee chair and designated audit committee financial expert at NAMS, aligning skillset to oversight role .
Equity Ownership
| Measure | Detail |
|---|---|
| Total Beneficial Ownership | 14,791 Ordinary Shares; less than 1% of outstanding shares |
| Composition | Options exercisable within 60 days: 14,791 shares |
| Shares Pledged | To company’s knowledge, no director or nominee pledges company shares; anti-pledging policy prohibits pledging |
| Anti-Hedging Policy | Hedge, pledge, short sale transactions prohibited for directors/officers/employees |
Governance Assessment
- Board effectiveness: Independent audit chair with financial expert designation; Audit Committee met four times in 2024 and oversees financial reporting, controls, auditor independence, and cybersecurity, supporting investor confidence in financial governance .
- Engagement/attendance: No directors below 75% attendance; Smither attended the AGM, indicating active engagement .
- Compensation & alignment: Director compensation uses modest cash retainers and service-based options; Smither’s 2024 compensation totaled $108,917 (fees $57,500; option value $51,417), with 28,600 options outstanding, aligning pay with governance contributions and share price over time .
- Conflicts/related party: No Smither-specific related-party transactions disclosed; strong policy framework and Dutch law restrictions on conflicted voting/discussions . Anti-hedging/pledging policies further reduce alignment risks .
- Ownership: Beneficial ownership <1%; no pledging, consistent with policy .