Ian Jenks
About Ian Jenks
Ian Jenks (age 70) is Chairman of the Board and Chief Executive Officer of SmartKem, Inc., serving as CEO/President since December 2017 and as a director since 2021; he holds a B.Sc. in Aeronautical Engineering from Bristol University . He beneficially owns approximately 3.5% of SMTK (125,760 shares, including options exercisable within 60 days), and he combines the roles of CEO and Chair; the board currently has no lead independent director . The proxy does not disclose TSR or revenue/EBITDA performance metrics tied to Mr. Jenks’ compensation for 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ian Jenks Limited | Founder and Chief Executive Officer | Since Aug 2010 | Consulting leadership across industrial technology; CEO experience in US/Europe companies |
| Techstep ASA | Director (past) | — | Board-level oversight at Nordic managed mobile services provider (past directorship) |
| Paysafe plc | Director (past) | — | Board-level oversight at payment processing provider (past directorship) |
| Brady plc | Director (past) | — | Board-level oversight at commodity trading software provider (past directorship) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ian Jenks Limited | CEO | Since Aug 2010 | Ongoing external role concurrent with SMTK |
| Private companies (various) | Director | — | Continues to serve as a director of several private companies (names not specified) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 342,333 | 400,574 |
| Target Bonus % | 30% → 50% effective 9/1/2023 | 50% |
| Actual Bonus Paid ($) | 50,000 | 76,767 |
| Stock Awards ($) | — | 600 |
| Option Awards ($) | — | 604,800 |
| All Other Compensation ($) | 17,117 | 28,550 |
| Total Compensation ($) | 409,450 | 1,111,291 |
Notes:
- Base salary increased from $300,000 to $400,000 effective September 1, 2023; target bonus increased from 30% to 50% at the same time .
Performance Compensation
Cash Incentives (Bonuses)
| Date | Type | Amount ($) | Notes |
|---|---|---|---|
| 2023-09-06 | One-time bonus | 100,000 | 50% paid upon approval; remaining 50% paid upon Nasdaq listing |
| 2024-06-14 | One-time uplisting bonus | 26,767 | For contributions to Nasdaq uplisting |
| 2025-02-28 | Discretionary bonus | 150,000 | Approved by Compensation Committee |
Equity Awards Granted
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| 2024-06-14 | Options | 165,000 | $6.50 | 25% on grant; remainder in equal monthly installments over 36 months | Granted under 2021 Plan |
| 2024-06-14 | Options (additional) | 16,000 | $6.50 | 100% vested on grant | Granted same date; immediate vest |
| 2025-04-15 | Options (contingent) | 170,320 | $2.51 | 25% on grant; remainder in equal monthly installments over 36 months commencing 5/15/2025 | Contingent on shareholder approval of Plan amendment; if not approved, awards are canceled |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| 03/31/2021 | ISO | 15,995 | 1,066 | $70.00 | 03/30/2031 |
| 08/07/2022 | ISO | 2,589 | 1,697 | $70.00 | 08/06/2032 |
| 06/14/2024 | ISO | 16,000 | — | $6.50 | 06/14/2034 |
| 06/14/2024 | ISO | 61,875 | 103,125 | $6.50 | 06/14/2034 |
Performance metrics used for incentive payouts (revenue/EBITDA/TSR) are not disclosed in the proxy; the Compensation Committee sets CEO goals annually, but specific metrics/weightings are not provided .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 125,760 shares (3.5% of 3,630,377 shares outstanding as of 4/14/2025) |
| Shares Held Directly | 10,511 shares |
| Options Exercisable within 60 days (as of 4/14/2025) | 115,249 options |
| Vested vs. Unvested Snapshot (12/31/2024) | Exercisable 96,459 options; Unexercisable 105,125 options (see award-level detail above) |
| Hedging/Pledging | Company prohibits hedging (puts, calls, derivatives) by insiders; pledge policy not specified in excerpt |
| Ownership Guidelines | Not disclosed in the proxy |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date/Term | Employment agreement dated 2/23/2021; initial 3-year term, auto-renewal for successive 1-year terms unless 60 days’ prior non-renewal notice |
| Base Salary/Target Bonus | Initial $300,000 base; increased to $400,000 effective 9/1/2023; target bonus increased from 30% to 50% of base effective 9/1/2023 |
| Severance (No Cause/Good Reason or Non-Renewal) | 6 months’ base salary (installments), pro-rata bonus for year of termination, and up to 6 months COBRA premiums (if elected), subject to release |
| Restrictive Covenants | Non-compete and non-solicit during employment and for 12 months post-termination; confidentiality and IP assignment |
| Clawback | Company adopted a Dodd-Frank compliant clawback policy for recoupment after restatements; applies to cash and equity incentives |
| Change-in-Control (Equity Treatment) | Under the 2021 Plan: if awards are not assumed/substituted, they fully vest (options/RSUs) and performance awards vest at 100% of target; administrator has flexibility in CIC treatment |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since 2021; Class III director continuing in office until 2027 annual meeting |
| Roles | Chairman of the Board and Chief Executive Officer (dual role) |
| Independence | Not independent (executive officer) |
| Lead Independent Director | None; board may elect one in the future |
| Board Meetings (2024) | Board met 10 times; each director attended at least 75% of meetings; all directors attended the 2024 annual meeting |
| Committees | Audit: Denis (Chair), de Boer, DenBaars (all independent); met 5 times in 2024 . Compensation: DenBaars (Chair), de Boer, Denis (all independent); met 3 times . Nominating & Governance: de Boer (Chair), DenBaars, Denis (all independent); met once |
| Director Pay (Non-Employee) | Annual cash retainer increased to $55,000 (7/31/2024); Audit Chair retainer $5,000; equity awards per policy; employee-directors like Mr. Jenks do not receive non-employee director pay |
Compensation Structure Analysis
- Rising equity intensity and accelerated vesting: Large 2024 option grant (181,000 options at $6.50) with 25% immediate vesting and monthly vesting thereafter; contingent 2025 options (170,320 at $2.51) further increase equity exposure and potential dilution if approved .
- Increased guaranteed pay and target incentive: Base salary raised to $400,000 and target bonus to 50% effective 9/1/2023, increasing fixed and at-risk cash capacity versus prior structure .
- Use of discretionary/one-time cash bonuses across years: $100,000 (2023), $26,767 (uplisting, 2024), and $150,000 (2025) indicate reliance on committee discretion rather than formulaic metrics .
- Plan share reserve expansion and evergreen: Proposal to add 800,000 shares and set evergreen at 4% (from a capped structure) increases future dilution headroom, a relevant overhang consideration for investors .
Investment Implications
- Alignment and selling pressure: Jenks’ 3.5% beneficial stake (incl. 115,249 options exercisable within 60 days as of 4/14/2025) provides moderate alignment, but sizeable near-term exercisability and additional contingent option awards could create incremental selling pressure/overhang as vesting progresses .
- Retention and cost discipline: Severance of 0.5x base salary plus pro‑rata bonus and limited COBRA support is modest versus many micro/small-cap peers, which limits “golden parachute” risk but may elevate retention risk in a turnaround context .
- Governance risk: Dual CEO/Chair structure without a lead independent director can attract a governance discount and concentrate authority; board independence on key committees partially mitigates this .
- Financial risk backdrop: Recent audit opinions included going concern explanatory paragraphs (since remediated control weaknesses), underscoring execution and financing risk; this context should inform evaluation of incentive design and dilution tolerance .
Not disclosed: The proxy does not provide formulaic performance metrics, TSR benchmarks, or stock ownership guidelines for Mr. Jenks; investors should monitor future disclosures for metric design and any pledging policies .