Karen Smith
About Karen Smith
Karen L. Smith, M.D., Ph.D., M.B.A., L.L.M., age 57, joined Skye Bioscience’s Board in July 2024. She is a biopharmaceutical R&D and medical leader with 20+ years’ experience across clinical development and commercialization, including senior roles at Jazz Pharmaceuticals, Allergan, Emergent BioSolutions, and multiple biotech C-suite positions; she holds an M.D. (University of Warwick), Ph.D. in oncology (University of Western Australia), M.B.A. (University of New England), and L.L.M. (University of Salford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quince Therapeutics/Novosteo (private) | Chief Medical Officer | Jan 2022 – Sep 2023 | Clinical development leadership |
| Emergent BioSolutions | Chief Medical Officer | Apr 2020 – Dec 2021 | Medical leadership |
| Medeor Therapeutics | President & CEO | May 2019 – Jan 2020 | Executive leadership |
| Eliminate Cancer, Inc. | Chief Executive Officer | Jun 2018 – May 2019 | Executive leadership |
| Jazz Pharmaceuticals | Global Head of R&D & Chief Medical Officer | Apr 2015 – May 2018 | Built R&D across neuroscience/oncology |
| Allergan | SVP Global Medical Affairs & Global TA Head (Dermatology) | 2011 – 2015 | Global medical affairs leadership |
| AstraZeneca; Bristol Myers Squibb | Senior leadership roles | Earlier career | Drug development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sangamo Therapeutics (NASDAQ: SGMO) | Director | Current | Public company board |
| Aurinia Pharmaceuticals (NASDAQ: AUPH) | Director | Current | Public company board |
| Context Therapeutics (NASDAQ: CNTX) | Director | Current | Public company board |
| Private biotech company (unnamed) | Director | Current | Private board |
| Emyria Limited | Chair, Strategic Advisory Board | Current | Advisory board chair |
| Talaris Therapeutics | Director | Jun 2022 – Oct 2023 | Former public board |
| Antares Pharma | Director | Mar 2019 – May 2022 | Former public board |
| Acceleron Pharma | Director | Nov 2017 – Dec 2021 | Former public board |
| Sucampo Pharmaceuticals | Director | Jul 2017 – Feb 2018 | Former public board |
| Forward Pharma A/S | Director | Jun 2016 – Jun 2017 | Former public board |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: All members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent under SEC/Nasdaq rules .
- Attendance and engagement:
- Board held 7 meetings in 2024; each director attended at least 75% of Board/committee meetings during their service .
- Risk oversight: Audit oversees financial/cyber risk; Compensation assesses compensation-related risk; Nominating & Corporate Governance manages independence, disclosure, conflicts .
| Governance Metric | 2024 |
|---|---|
| Board meetings held | 7 |
| Director attendance threshold met | ≥75% (each director) |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 5 |
| Nominating & Corporate Governance Committee meetings | 4 |
Fixed Compensation
| Item | Amount/Terms | Source |
|---|---|---|
| 2024 cash fees paid to Karen Smith | $34,079 | |
| Board member annual cash retainer | $50,000/year (raised from $40,000 in Oct 2024) | |
| Compensation Committee Chair fee | $15,000/year (raised from $10,000 in Oct 2024) | |
| Compensation Committee member fee | $7,500/year (raised from $3,500 in Oct 2024) | |
| Audit Committee member fee | $10,000/year | |
| Audit Committee Chair fee | $20,000/year | |
| Nominating & Corporate Governance Chair fee | $10,000/year (raised from $5,000 in Oct 2024) | |
| Nominating & Corporate Governance member fee | $5,000/year (raised from $2,500 in Oct 2024) |
Notes: Committee chairs do not also receive committee member fees .
Performance Compensation
| Award | Grant size | Vesting | Economics/Terms | Source |
|---|---|---|---|---|
| Initial director stock option (standard program) | 40,000 options | 12 equal monthly installments | Exercise price at FMV on grant date; 10-year term | |
| Annual director stock option (standard program) | 35,000 options | 12 equal monthly installments | Exercise price at FMV on grant date; 10-year term | |
| Director retention stock option (Oct 2024) | 70,000 options | 12 equal monthly installments over 1 year | Exercise price at FMV on grant date; 10-year term | |
| Change-of-control treatment | Full accelerated vesting of director equity immediately prior to closing | N/A | Applies to outstanding director equity awards | |
| 2024 option awards to Karen Smith (grant date fair value) | $457,249 | N/A | FASB ASC 718 valuation; Black-Scholes model |
As of 12/31/2024, Karen Smith held 110,000 options outstanding; no stock awards outstanding were reported for her .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Sangamo (SGMO); Aurinia (AUPH); Context Therapeutics (CNTX) |
| Prior public boards (selected) | Talaris; Antares; Acceleron; Sucampo; Forward Pharma |
| Potential conflicts/related-party exposure | Proxy discloses related-party transactions generally; no specific transactions involving Karen Smith identified |
| Independence safeguards | Committee independence affirmed; Corporate Governance Guidelines and Code of Ethics in place |
Expertise & Qualifications
- Degrees: M.D. (University of Warwick); Ph.D. in oncology (University of Western Australia); M.B.A. (University of New England); L.L.M. (University of Salford) .
- Domain expertise: Global R&D leadership; clinical/medical affairs; drug development across oncology, rare diseases, cardiology, dermatology, neuroscience, anti-infectives .
- Governance/compensation: Chairs Skye’s Compensation Committee and serves on Audit and Nominating & Corporate Governance, indicating financial, compensation, and governance proficiency .
- Anti-hedging policy: Directors prohibited from hedging/derivative transactions in company stock .
Equity Ownership
| Holder | Beneficial Shares | Percent of Outstanding | Options Outstanding | Stock Awards Outstanding | As of |
|---|---|---|---|---|---|
| Karen Smith (Director) | 86,249 | <1% | 110,000 | — | 12/31/2024 |
Group total for all executives/directors: 1,398,910 shares (4.5%) .
Governance Assessment
- Committee leadership and independence: Smith chairs Compensation and sits on Audit and Nominating & Corporate Governance; all committees are independent under SEC/Nasdaq rules, supporting board effectiveness and oversight integrity .
- Attendance: Board met 7 times in 2024; each director met at least the 75% attendance threshold, indicating baseline engagement during tenure .
- Pay structure and alignment: Director compensation blends cash retainers with at-risk equity (initial, annual, and 2024 retention options), with FMV strike prices and 10-year terms; change-of-control acceleration applies, which is common but warrants monitoring for pay-for-performance alignment in control scenarios .
- Ownership: Smith’s direct beneficial holding is <1% with 86,249 shares and 110,000 options outstanding; alignment is present through options, though no stock ownership guideline compliance details were disclosed .
- Conflicts/related-party risk: Proxy discloses related-party transactions generally with committee review, but no specific related-party transactions involving Smith; anti-hedging policy reduces alignment risks from derivative strategies .
- Board capacity: Smith concurrently serves on three public company boards plus SKYE and private/advisory roles; the Nominating & Corporate Governance Committee evaluates time availability in director selection, which is a mitigating process disclosure .
Red flags to monitor
- Change-of-control accelerated vesting of director equity may weaken long-term alignment if a transaction occurs; investors typically monitor such terms closely .
- Multiple concurrent public directorships can raise overboarding concerns at some institutions; Skye’s process considers time availability, but investors may seek additional disclosure on meeting attendance by director to assess individual engagement over time .