Melisa Denis
About Melisa Denis
Melisa A. Denis (age 61) is an independent Class III director of SmartKem, Inc. since November 2023; she chairs the Audit Committee and is designated the Board’s “audit committee financial expert.” Denis is a CPA and former KPMG partner (1998–2020), with leadership roles in Consumer Goods tax and the Dallas Consumer & Industrial Market; she holds BS and MS degrees in accounting from the University of North Texas. Her board tenure includes service in 2024 with at least 75% attendance across Board and committee meetings, and the Board met 10 times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Partner; National Tax Leader for Consumer Goods; Dallas Consumer & Industrial Market leader | 1998 – Oct 2020 | Senior leadership in tax and industry practice; CPA credentials |
| SmartKem, Inc. | Director (Class III) | Nov 2023 – Present | Audit Chair; member Compensation and Nominating & Corporate Governance; audit financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. (NASDAQ: HYFM) | Director | Since Nov 20, 2020 | Audit Committee; Mergers & Acquisitions Committee |
| University of North Texas System | Board of Regents; Audit Committee Chair | Since Jan 2020 | Audit oversight leadership |
| Women Corporate Directors | Advisory Board Member | Since 2011 | Governance community engagement |
| Enactus (global non-profit) | Board Member | Since 2019 | Social enterprise oversight |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Chair; Member | 5 | Designated “audit committee financial expert”; all members independent for Audit Committee purposes |
| Compensation Committee | Member | 3 | Committee chaired by Steven DenBaars; all members independent under Nasdaq rules |
| Nominating & Corporate Governance Committee | Member | 1 | Committee chaired by Klaas de Boer; all members independent |
- Board independence: All directors are independent except CEO Ian Jenks and director Sriram Peruvemba; Denis is independent under Nasdaq rules .
- Board meetings and attendance: Board met 10 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead independent director: None; Board may elect one in future .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer policy (non-employee directors) | $55,000 | Increased from $36,000 on July 31, 2024 |
| Audit Committee chair retainer policy | $5,000 | Effective July 31, 2024 |
| Cash compensation (2024 actual for Denis) | $62,644 | Reflects retainer, chair premium, and any applicable cash components |
Performance Compensation
| Equity Component | Grant details | Fair Value (USD) | Vesting |
|---|---|---|---|
| Stock options (2024) | Annual director option grant | $67,200 | Policy: initial 18,000 options vest 25% at 1-year then monthly over 3 years; subsequent annual 6,000 options vest at 1-year anniversary |
| Stock awards (2024) | Director equity | $600 | As granted; ASC 718 fair value |
- Performance metrics tied to director compensation: None disclosed for directors; director equity is time-vested per policy (options and stock awards) .
- Change-in-control treatment (outside directors): Full vesting and lapse of restrictions at change-in-control; performance awards deemed achieved at 100% of target unless otherwise specified .
- Clawback: Company adopted Dodd-Frank-compliant Recovery Policy upon Nasdaq listing; awards subject to Company clawback policy .
- Anti-hedging: Insider trading policy prohibits hedging via derivatives (puts, calls, etc.) for directors .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. | NASDAQ: HYFM | Director; Audit & M&A Committees | No SMTK-related transactions disclosed; sector distinct from SMTK’s semiconductor materials |
Expertise & Qualifications
- CPA; audit committee financial expert designated by SMTK Board .
- Former KPMG partner with national leadership in Consumer Goods tax; extensive public company and audit oversight experience .
- Academic credentials: BS and MS in accounting from University of North Texas .
- Governance and non-profit leadership (UNT System Audit Chair; Enactus; Women Corporate Directors) .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 9,683 | <1% of outstanding; computed under SEC rules |
| Common shares held | 100 | Direct holdings |
| Options exercisable within 60 days | 9,583 | SEC 60-day rule |
| Options outstanding (12/31/2024) | 20,000 | Aggregate options held |
| Ownership % of outstanding | <1% | Based on 3,630,377 shares outstanding (April 14, 2025) |
Governance Assessment
- Strengths: Independent director; Audit Chair with CPA credentials and designated financial expert; active committee engagement; anti-hedging policy and clawback framework enhance alignment and accountability .
- Signals to monitor: Auditor turnover in April 2025 (Marcum resigned; CBIZ CPAs engaged), prior going-concern explanatory paragraphs in audit reports, and remediation of material weaknesses tied to complex financing in 2023–2024; as Audit Chair, Denis’s oversight of these remediation and auditor transition is a key governance focal point for investors .
- Compensation alignment: Director pay structure emphasizes time-vested equity options with modest cash retainers and an Audit Chair premium; no performance metrics disclosed for director equity; change-in-control accelerations standard for outside directors .
- Ownership: Low absolute share ownership (<1%) typical for small-cap boards but limits “skin-in-the-game” optics; options provide incremental alignment via upside participation .