Klaas de Boer
About Klaas de Boer
Independent Class II director of SmartKem, Inc. (SMTK); age 60; has served on the SMTK board since February 2021 and on the board of SmartKem Limited since 2017. A 20+ year venture capitalist and former managing partner at Entrepreneurs Fund Management LLP (2008–2021), de Boer holds an M.Sc. in Applied Physics (Delft University of Technology) and an MBA from INSTEAD (per proxy text), with prior public company directorships in complex technology businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entrepreneurs Fund Management LLP | Managing Partner | Jan 2008 – Jun 2021 | Venture capital leadership; complex tech investing |
| SmartKem Limited | Director | Since 2017 | Pre-listing governance continuity |
| Lifeline Scientific Inc. | Director | Not disclosed | Board governance in medical technology (role disclosed; dates not disclosed) |
| Heliocentris Energy Solutions AG | Director | Not disclosed | Board oversight in energy technology (role disclosed; dates not disclosed) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Xeros Technology Group plc (AIM) | Chair | Current | AIM-listed company chair role; ongoing governance leadership |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined de Boer is independent under Nasdaq rules; only the CEO (Ian Jenks) and director Sriram Peruvemba are not independent .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting held remotely .
- Committee activity in 2024: Audit Committee met 5 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee met once .
- Board leadership: CEO also serves as Chair; no Lead Independent Director (Board may elect one) .
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Cash compensation | $47,080 | Annual retainer paid under director policy |
| Stock awards (RSUs/stock) | $600 (grant-date fair value) | Aggregate 2024 stock awards |
| Stock option awards | $67,200 (grant-date fair value) | Aggregate 2024 option awards |
| Total | $114,880 | Sum of 2024 director compensation |
- Non-Employee Director Compensation Policy: Annual cash retainer increased from $36,000 to $55,000 effective July 31, 2024; additional $5,000 annual cash retainer for Audit Committee chair; initial option grant of 18,000 shares (25% vest at 1 year, remainder monthly over 3 years), plus annual option grants of 6,000 shares vesting on the one-year anniversary .
Performance Compensation
- Equity grant structure (directors): Options only; initial 18,000 options vest 25% at one year then monthly over 3 years; annual 6,000 options vest fully at one-year anniversary; all subject to the 2021 Plan and UK Tax-Advantaged Sub-Plan .
- 2024 equity granted (value): Option award grant-date fair value of $67,200 to de Boer; stock awards (if any) valued at $600; no performance metric disclosures tied to director compensation .
- Plan limits and treatment in change-in-control: Non-employee directors are eligible for all award types except ISOs; aggregate annual director compensation capped at $500,000; in a change in control, outside directors’ options/RSUs vest and performance awards are deemed achieved at 100% unless otherwise provided .
Other Directorships & Interlocks
| Company | Exchange | Role | Interlocks/Conflict Notes |
|---|---|---|---|
| Xeros Technology Group plc | AIM | Chair | No SMTK-related interlocks disclosed |
| Lifeline Scientific Inc. | — | Director (prior) | No SMTK-related interlocks disclosed |
| Heliocentris Energy Solutions AG | — | Director (prior) | No SMTK-related interlocks disclosed |
No related-party transactions involving de Boer are disclosed; Audit Committee (of which de Boer is a member) reviews related person transactions per charter .
Expertise & Qualifications
- 20+ years as a venture capitalist; experienced with complex technology companies and public boards; chair role at AIM-listed Xeros .
- Education: M.Sc. Applied Physics (Delft University of Technology); MBA from INSTEAD (as stated in proxy) .
- Board contribution rationale: Venture capital experience and prior public company board service cited by SMTK as qualification .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 27,468 | Asterisk indicates <1% of outstanding shares |
| Percent of outstanding | <1% | Based on 3,630,377 shares outstanding (Apr 14, 2025) |
| Direct common shares (de Boer) | 100 | Held directly |
| Spouse common shares | 11,430 | Held by de Boer’s spouse |
| Spouse warrants (exercisable) | 5,715 | Warrants held by spouse |
| Options exercisable within 60 days | 10,223 | Vested/exercisable window as of 4/14/2025 |
| Total options outstanding (Dec 31, 2024) | 20,687 | Aggregate options outstanding |
| Anti-hedging policy | Prohibits hedging, puts/calls, derivatives for directors | Insider trading policy and anti-hedging adopted and disclosed |
Insider Trades and Compliance
| Date | Filing/Event | Detail |
|---|---|---|
| Jun 5, 2024 | Late Form 4 | Administrative error resulted in late Form 4 reporting automatic conversion of Series A‑2 Preferred Stock held by spouse to common stock on May 30, 2024 |
Governance Assessment
- Strengths: Independent director with deep venture and tech governance experience; chairs Nominating & Corporate Governance; serves on Audit and Compensation; Board and committee activity robust in 2024; attendance thresholds met; strong anti-hedging policy; Audit Committee oversight of related-party transactions .
- Alignment: Holds equity/options (27,468 beneficial shares; 10,223 options exercisable within 60 days; total options outstanding 20,687), supporting “skin-in-the-game” without disclosed pledging; director compensation mix includes cash retainer and equity options per policy .
- Watch items/RED FLAGS: Late Section 16(a) Form 4 (administrative error); spouse’s holdings and warrants necessitate continued monitoring for potential perceived conflicts though no related-party dealings are disclosed; company audit reports included going-concern explanatory paragraphs in 2023–2024, and material weaknesses tied to complex financing were remediated—context for Audit Committee oversight rather than a director-specific issue .