Beverley Brown
About Beverley Brown
Beverley Brown, Ph.D., is Chief Scientist at SmartKem, Inc. (SMTK), serving since July 2014 and providing services through her consulting company, B Brown Consultants Ltd; she holds a Ph.D. in Organic Chemistry from the University of Glasgow and previously held R&D roles at Imperial Chemical Industries Ltd., Zeneca Group PLC, and Avecia Group PLC . She is age 63 and part of the executive team as of the 2025 proxy; executive officers serve at the discretion of the Board . Company operating context during her tenure: nine months 2025 revenue was $136 thousand with a net loss of $8,454 thousand versus nine months 2024 revenue of $40 thousand and net loss of $7,637 thousand (in thousands), illustrating commercialization progress amid ongoing investment in R&D . SMTK prohibits insider hedging by officers and employees, supporting alignment with shareholders; Section 16(a) compliance was affirmed for 2024 with one late filing by a director unrelated to Dr. Brown .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartKem, Inc. | Chief Scientist | Jul 2014 – present | Leads organic semiconductor materials R&D; printable electronics expertise . |
| BAB Consultants Ltd | Founder/Consultant | 2006 – ~2014 | Provided consulting to chemical companies, U.K. government, and CPI; built domain expertise in printable electronics . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| B Brown Consultants Ltd | Principal/Consultant to SMTK | Feb 23, 2021 – fixed 3-year term | Consultancy agreement to deliver defined services to SMTK; structured fee-based engagement . |
Fixed Compensation
Summary compensation for Beverley Brown (consulting fees are reported in the “Salary” column per proxy footnotes):
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Salary (Consulting Fees) ($) | 236,101 | 217,163 | 200,093 |
| Bonus ($) | 74,321 | 41,053 | 0 |
| Option Awards ($) | 543,617 | 47,052 | 0 |
| All Other Compensation ($) | 0 | 0 | 0 |
| Total ($) | 854,039 | 305,268 | 200,093 |
One-time cash bonuses awarded to Dr. Brown:
| Date | Amount ($) | Notes |
|---|---|---|
| Jul 31, 2024 | 32,110 | Compensation Committee special bonus; GBP converted at $1.2844/£ . |
| Feb 28, 2025 | 31,480 | Discretionary bonus; GBP converted at $1.2592/£ . |
Performance Compensation
- No formulaic performance metrics (e.g., revenue/EBITDA/TSR targets) or PSU structures disclosed for Dr. Brown; cash awards in 2024–2025 were characterized as discretionary/one-time bonuses .
- Company-wide equity incentives are primarily stock options under the 2021 Plan; options granted in 2025 vest over three years and expire 10 years from grant, indicating multi-year retention mechanisms rather than annual performance-linked payouts .
Equity Ownership & Alignment
Beneficial ownership across recent years:
| As-of Date | Shares Beneficially Owned (#) | % of Shares Outstanding |
|---|---|---|
| May 18, 2022 | 260,286 | 1.0% |
| Aug 19, 2024 | 27,483 | 1.6% |
| Apr 14, 2025 | 35,510 | 1.0% |
Additional alignment considerations:
- Anti-hedging policy: SMTK prohibits hedging transactions by officers and employees; supports alignment with long-term shareholder outcomes .
- Pledging: No explicit pledging policy disclosure found; not mentioned in the insider trading policy excerpt .
- Section 16 compliance: Filings were compliant for 2024 except one late Form 4 by a director; no exceptions noted for Dr. Brown .
Options and equity awards (outstanding as of Dec 31, 2023 for Dr. Brown):
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 02/23/2021 | NQSO | 5,089 | 0 | 0.035 | 02/22/2031 |
| 03/31/2021 | ISO | 3,666 | 1,666 | 70.00 | 03/30/2031 |
| 08/07/2022 | NQSO | 455 | 831 | 70.00 | 08/06/2032 |
Historical exchange-related option adjustment:
- In connection with the 2021 exchange, SmartKem Unapproved Options held by Dr. Brown’s consultancy were waived and replaced with options covering 178,086 shares at $0.001 per share under the 2021 Plan (later capital actions affect comparability) .
Plan-level context (all employees/directors/consultants):
- 2025 option grants: 710,268 shares at $2.51 (Apr 15, 2025) and 320,946 shares at $1.16 (Sep 3, 2025); three-year vesting; 10-year term .
- Options outstanding company-wide grew to 1,643,122 with 704,847 exercisable as of Sep 30, 2025; total unrecognized option comp $2.1 million to be amortized through Sep 2028 .
Employment Terms
Brown Consultancy Agreement (B Brown Consultants Ltd with SMTK):
- Agreement date and term: Feb 23, 2021; fixed three-year term; terminable by either party with ≥12 months’ written notice or by SMTK for “cause” .
- Compensation: Monthly invoicing based on daily rate of $1,119 and hourly rate of $139.90 plus applicable VAT; reimbursable expenses .
- Non-compete/non-solicit: Not disclosed for Dr. Brown’s consultancy in provided excerpts .
- Severance and change-of-control: Not disclosed for Dr. Brown’s consultancy; no severance multiples or CIC provisions evident in cited documents .
- Clawback: Not specifically disclosed for Dr. Brown; SMTK’s code and insider trading policy described separately .
Investment Implications
- Pay-for-performance alignment: Dr. Brown’s recent cash incentives were discretionary, not tied to disclosed financial/TSR metrics; equity incentives are service-vested stock options (three-year vesting), suggesting retention over formulaic performance pay .
- Retention risk: Consultancy structure with 12-month notice and no disclosed severance/CIC protection indicates flexible termination terms; retention primarily via ongoing consulting economics and vesting options rather than long-tail guarantees .
- Ownership alignment: Beneficial ownership at ~1% in 2025 provides some alignment, bolstered by anti-hedging policy; no pledging disclosure found, which is neutral rather than a positive control .
- Potential selling pressure: With options vesting over three years and a material pool of company-wide options outstanding, periodic 10b5-1 sales or vest-related transactions could occur, but no specific Form 4 data for Dr. Brown was identified in the documents reviewed; Section 16(a) compliance noted .
- Execution context: SMTK’s scale-up phase shows rising revenues off a low base and continued R&D intensity, implying that technical execution remains critical; Dr. Brown’s long tenure and domain expertise in organic semiconductors are core to technology risk mitigation .