Barbra Keck
About Barbra Keck
Barbra Keck, 47, is Chief Financial Officer of SmartKem (SMTK) since December 14, 2022; she also served on the Board from February 2021 to November 2023. She previously was CFO at Deverra Therapeutics (2021–2022) and held senior finance roles at Delcath Systems (controller starting 2009, SVP in 2015, CFO in 2017). She holds an MBA in Accountancy from Baruch College and a Bachelor of Music from the University of Dayton . Company performance under her tenure includes 2024 revenue of $82.0k vs. $27.0k in 2023 and a net loss of $10.3m vs. $8.5m, reflecting early-stage commercialization and increased public-company costs . She beneficially owned 56,425 SMTK shares (1.6%) as of April 14, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deverra Therapeutics, Inc. | Chief Financial Officer | 2021–2022 | Led finance at a cell therapies developer |
| Delcath Systems, Inc. | Controller → SVP (2015) → Chief Financial Officer (2017) | 2009–2020 | Scaled finance operations in interventional oncology; elevated to CFO |
External Roles
- Not disclosed in company filings.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (USD) | $314,773 | $329,169 |
| Target/Max annual bonus % of salary | 40% max | 40% max |
| Actual annual bonus paid (USD) | $37,500 | $82,500 |
| One-time/special bonuses (USD) | $75,000 approved Sep 6, 2023 (50% paid on approval; 50% upon Nasdaq listing) | $45,000 (uplisting to Nasdaq, approved Jun 14, 2024) |
| Discretionary bonus (USD, approved Feb 28, 2025) | — | $99,041 |
- Base salary was contractually increased to $350,000 upon Nasdaq listing effective May 31, 2024 (from $300,000), with a 3-year term starting December 14, 2022 and auto-renewal thereafter .
- Pension/other: Company contributions to 401(k)/UK pension and private healthcare included in “All Other Compensation” ($19,800 in 2023; $19,600 in 2024) .
Performance Compensation
| Award Type | Grant Date | Number of Options | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Stock options (ISO) | 06/14/2024 | 100,000 | $6.50 | $336,000 | 25% at grant; remainder in equal monthly installments over 36 months |
| Stock options (NQSO) | 12/14/2022 | 12,858 (6,429 exercisable; 6,429 unexercisable at 12/31/2024) | $70.00 | — | Service-based; expiration 12/13/2032 |
| Stock options (NQSO) | 08/07/2022 | 172 (104 exercisable; 68 unexercisable at 12/31/2024) | $70.00 | — | Service-based; expiration 08/06/2032 |
| Stock options (NQSO) | 03/31/2021 | 515 (483 exercisable; 32 unexercisable at 12/31/2024) | $70.00 | — | Service-based; expiration 03/30/2031 |
Performance metric design: Annual bonus plan maximum 40% of base salary; specific financial/operational targets were not disclosed. Notably, special bonuses (Nasdaq uplisting; 2025 discretionary) were awarded for corporate milestones or committee discretion rather than formulaic metrics .
Equity Ownership & Alignment
| Metric | Aug 19, 2024 | Apr 14, 2025 |
|---|---|---|
| Beneficial ownership (# shares) | 39,874 | 56,425 |
| Ownership as % of shares outstanding | 2.3% (out of 1,750,472) | 1.6% (out of 3,630,377) |
| Shares owned directly | 100 | 100 |
| Options exercisable within 60 days | 39,774 | 56,325 |
- Anti-hedging policy in place; company prohibits officers/directors from hedging transactions (puts/calls and similar derivatives) .
- Clawback policy (Recovery Policy) adopted upon Nasdaq listing; mandates recoupment of erroneously awarded incentive compensation to executive officers upon accounting restatements under SEC/Nasdaq rules .
- Pledging and stock ownership guidelines for executives were not disclosed.
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Type | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 03/31/2021 | NQSO | 483 | 32 | $70.00 | 03/30/2031 |
| 08/07/2022 | NQSO | 104 | 68 | $70.00 | 08/06/2032 |
| 12/14/2022 | NQSO | 6,429 | 6,429 | $70.00 | 12/13/2032 |
| 06/14/2024 | ISO | 37,500 | 62,500 | $6.50 | 06/14/2034 |
Potential 2025 Grants (subject to stockholder approval of Plan amendment)
| Metric | Value |
|---|---|
| Conditional options approved April 15, 2025 | 75,660 options to Keck |
| Exercise price | $2.51 |
| Vesting | 25% at grant; then equal monthly installments over 36 months commencing May 15, 2025 |
| Status | Contingent on 2021 Plan amendment approval to increase share reserve and set evergreen at 4% |
Employment Terms
- Agreement: March 29, 2023; 3-year term from Dec 14, 2022, with automatic one-year renewals unless 60 days’ notice is given .
- Base Salary: $300,000, increased to $350,000 upon Nasdaq listing effective May 31, 2024 .
- Annual Bonus: Maximum 40% of base salary; pro-rata bonus payable upon certain terminations .
- Severance: If terminated without cause or resigns for good reason (or non-renewal by company), 12 months’ base salary, pro-rata bonus for year of termination, and up to 6 months of COBRA premiums, contingent on release of claims .
- Restrictive Covenants: 12-month non-compete and non-solicit post-termination; confidentiality and assignment of inventions provisions .
Compensation Structure Analysis
- Pay mix shifted toward equity in 2024 with $336,000 option grant fair value and higher annual bonus ($82,500), plus special uplisting bonus ($45,000). Total compensation increased to $767,869 in 2024 from $372,073 in 2023, indicating greater at-risk pay aligned to corporate milestones and equity awards as SMTK uplisted to Nasdaq .
- 2025 discretionary cash bonus ($99,041) suggests continued use of committee discretion over strict metric-based payouts; specific financial/operational targets were not disclosed .
- Plan governance strengthened via clawback adoption concurrent with Nasdaq listing .
Risk Indicators & Red Flags
- Anti-hedging policy and clawback framework mitigate alignment risks; pledging prohibitions not explicitly disclosed .
- Company-level going concern and Nasdaq compliance risks noted in 2024 10-K (minimum equity letter resolved via December 2024 offering), highlighting broader capital structure and liquidity considerations that can influence retention and pay decisions .
- Section 16(a) compliance was affirmed for 2024, with one late filing noted for a director (not Keck) due to administrative error .
Investment Implications
- Alignment: Meaningful option exposure (both legacy $70 strikes and 2024 $6.50 strike), plus potential 2025 grant at $2.51, ties compensation to long-term equity value creation with staged monthly vesting—implying gradual, ongoing potential supply from option exercises rather than single-date cliffs .
- Retention: Contractual severance (12 months salary + pro-rata bonus + COBRA) and restrictive covenants provide stability; discretionary bonus history suggests the board can flex cash incentives to retain key finance leadership through commercialization milestones and capital markets events .
- Selling pressure: Monthly vesting on large 2024/2025 option grants may create steady overhang; monitor Form 4s for exercises/sales cadence and liquidity at vest dates .
- Governance: Adoption of clawback and anti-hedging policies strengthens pay-for-performance safeguards; lack of disclosed executive ownership guidelines or pledging policies is a gap to watch .