Jonathan Watkins
About Jonathan Watkins
Jonathan Watkins, age 55, was appointed Chief Operating Officer of SmartKem, Inc. on March 10, 2025, after serving as a consultant to the company since July 2024 . He holds a Postgraduate Certificate in Design Manufacture and Management (University of Cambridge), a BEng in Materials Science & Technology (University of Birmingham), is a Chartered Engineer, and holds a Certified Diploma in Accounting and Finance . Prior roles include CEO of Impression Technologies Limited (2016–2024), senior leadership at Ceres Power plc (2008–2015), and advisory work to government agencies on cleantech commercialization; he also chairs HFQ Technology Associates and founded DITEVEN Limited . No company-disclosed TSR, revenue growth, or EBITDA growth metrics are tied to his compensation or evaluated for his tenure to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Impression Technologies Limited (ITL) | Chief Executive Officer | Aug 2016 – Jun 2024 | Led development, licensing and scaling of novel aluminum light‑weighting technology; secured manufacturing partners in Europe, China, North America; ITL entered voluntary liquidation in June 2024 . |
| Ceres Power plc | Chief Operating Officer; Commercial Director | 2008 – 2015 | Responsibilities in manufacturing, supply chain, and business development for fuel cell technology; scaled technical product portfolios and global supply chains . |
| SmartKem, Inc. | Consultant | Jul 2024 – Mar 2025 | Provided commercialization expertise prior to COO appointment; consulting via DITEVEN Limited . |
| Government agencies (cleantech) | Advisor | Prior to 2016 | Advised on cleantech business models, including commercialization of novel technologies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HFQ Technology Associates | Executive Chairman | Since Sep 2024 | Chairs a materials technology company; leverages manufacturing and advanced materials expertise . |
| DITEVEN Limited | Founder & Chairman | Since Nov 2015 | Technology consulting services company; prior consulting with SmartKem . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary (USD) | $257,000 | Per Item 5.02 summary in 8‑K appointing Watkins as COO . |
| Base Salary (GBP) | £204,000 | Per executed Employment Contract with SmartKem Limited (UK subsidiary), clause 7.1 . |
| Annual Bonus Target % | Discretionary (no stated %/target) | Bonus fully discretionary; no guaranteed bonus or entitlement if not employed the full fiscal year . |
| Benefits | Standard company benefits | Per Employment Contract benefits clause . |
| Work Schedule | 4 days/week; 9am–6pm (1‑hour unpaid lunch) | Per Employment Contract clause 6.1 . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary (Board‑determined) | Not disclosed | Not disclosed | Not disclosed | Discretionary only; no entitlement if not employed the full year | N/A |
| Equity awards (RSUs/PSUs) | Not disclosed | — | — | — | — | — |
| Stock options | Not disclosed for Watkins | — | — | — | — | — |
Note: DEF 14A “Summary Compensation Table” for FY2024 includes Jenks, Keck, Ogier, but not Watkins (he became an executive in 2025), and no specific RSU/PSU/option awards for Watkins are disclosed in the proxy or subsequent 8‑Ks through April 23, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 0 (no beneficial ownership reported as of April 14, 2025) . |
| Ownership as % of Shares Outstanding | 0.0% (3,630,377 shares outstanding as of April 14, 2025) . |
| Vested vs Unvested Shares | Not applicable (no holdings disclosed) . |
| Options – Exercisable vs Unexercisable | Not disclosed for Watkins . |
| Shares Pledged as Collateral | None disclosed; company anti‑hedging policy prohibits certain derivatives/hedging; pledging not disclosed . |
| Stock Ownership Guidelines | Not disclosed in proxy for executives; no compliance status available . |
Employment Terms
| Term | Detail |
|---|---|
| Employer | SmartKem Limited (UK subsidiary) . |
| Role & Start Date | Chief Operating Officer; effective March 10, 2025 . |
| Base Salary | $257,000 per 8‑K; Employment Contract states £204,000 per annum . |
| Bonus | Discretionary; not part of contractual remuneration; no right if not employed for the full fiscal year or under notice at bonus date . |
| Term | Unspecified; terminable by either party with ≥3 months’ written notice . |
| Payment in Lieu | Company may terminate immediately with payment in lieu equal to base salary for the notice period, excluding bonus/benefits/holiday accrual . |
| Garden Leave | Company option to place on garden leave up to the notice period . |
| Probationary Period | First six months are probationary; procedures may be extended . |
| Non‑compete | 6 months post‑termination (competitive involvement prohibition) . |
| Non‑solicit | 12 months post‑termination (customers and employees) . |
| Confidentiality & IP | Customary confidentiality; assignment of inventions/IP to company . |
| Immediate Termination (Cause) | Various grounds including misconduct, eligibility, fraud, etc. . |
| Sick Pay | Full salary during sickness up to 3 months in any 52‑week period (inclusive of SSP) . |
Related Party Transactions and Signals
- Consulting payments to Watkins’ controlled company (DITEVEN Limited): $65,501 in FY2024 and $67,364 from Jan 1, 2025 to Mar 10, 2025; disclosed under Item 404 related party transactions .
- Anti‑hedging policy prohibits derivatives/hedging; insider trading policy filed with 10‑K; no pledging policy disclosed; no pledging by Watkins disclosed .
- Company adopted a Dodd‑Frank compliant clawback (Recovery Policy) upon Nasdaq listing; applies to executive incentive compensation upon restatement .
Compensation Committee and Governance Context
- Compensation Committee: DenBaars (Chair), de Boer, Denis; all independent under Nasdaq rules; responsibilities include CEO goal setting, executive pay determination, equity plan oversight, and advisor independence assessment; met three times in 2024 .
- Board committees and independence: Majority independent; Audit and Nominating committees staffed per charters; meeting attendance disclosed .
Say‑on‑Pay & Peer Benchmarking
- 2025 proxy proposals: director election, auditor ratification, amendment to 2021 Equity Incentive Plan; no advisory say‑on‑pay vote disclosed and no compensation peer group details presented in the proxy .
Performance & Track Record
- Achievements: Scaling manufacturing partnerships and licensing at ITL; senior operations roles at Ceres Power; commercialization advisory background .
- Notable issues: ITL entered voluntary liquidation in June 2024 (prior employer event) .
- Stock performance during Watkins’ tenure at SmartKem: Not disclosed in company documents; no TSR metrics tied to his compensation .
Investment Implications
- Alignment and selling pressure: Watkins reported no beneficial ownership as of April 14, 2025, suggesting minimal near‑term insider‑selling pressure; future equity awards (if granted) could introduce vesting‑related supply, but none are disclosed yet .
- Retention risk: Contract features short 3‑month notice and payment‑in‑lieu with limited severance economics, balanced by 6‑month non‑compete and 12‑month non‑solicit; overall, retention levers rely more on discretionary bonus/equity to be determined than guaranteed pay .
- Governance signals: Related‑party consulting was disclosed and ceased upon appointment; clawback adoption and anti‑hedging policy strengthen governance; absence of pledging and no current holdings reduce misalignment concerns, though equity ownership guidelines for executives are not disclosed .
- Execution risk: Prior leadership experience in scaling advanced materials manufacturing supports SmartKem’s commercialization goals; monitor subsequent filings for any equity grants, performance KPIs, and material changes to employment terms that could alter incentive alignment .