Simon Ogier
About Simon Ogier
Simon Ogier, Ph.D., is Smartkem’s Chief Technology Officer, serving since June 2019. He holds a BSc and PhD in Physics from the University of Leeds, is a Fellow of the Institute of Physics, and serves on IEC TC119 where he led development of international standard IEC62899-203 for semiconductor inks . Age 50 as of 2025 . The proxy does not disclose pay metrics tied to TSR, revenue, or EBITDA; his compensation in recent years has consisted of base salary, discretionary cash bonuses, small stock awards, and service‑based stock options without disclosed performance hurdles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NeuDrive Limited | Chief Technology Officer | Aug 2015 – Jun 2019 | Led development of OTFT fabrication processes and integration into biosensor devices . |
| CPI (Printable Electronics Technology Centre, PETEC) | Head of R&D | Apr 2007 – Jul 2015 | Established PETEC facility; developed UK technical programs to build printed/plastic electronics capability . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IEC TC119 (Printed Electronics) | Member; led IEC62899-203 | Not disclosed | Led development of international standard for semiconductor ink; governance and standards leadership . |
| Institute of Physics | Fellow | Not disclosed | Professional recognition in physics and materials . |
| TechBlick Berlin 2025 | Presenter | Oct 23, 2025 | Presented Smartkem’s flexible CMOS strategy and microLED circuit roadmap . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 160,626 | 196,624 |
| Bonus ($) | — | 32,110 (one‑time) |
| Stock Awards ($) | — | 600 |
| Option Awards ($) | — | 164,640 |
| All Other Compensation ($) | 9,638 | 12,621 |
| Total ($) | 170,264 | 406,595 |
- Additional discretionary cash bonus on Feb 28, 2025: $31,480 (USD conversion from GBP per 8‑K) ; Proxy disclosure lists $31,618 (rounding/conversion difference) .
Performance Compensation
2024 Award Grants (structure, not performance-based)
| Type | Grant Date | Shares/Units | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Options (NQSO) | Jun 14, 2024 | 49,000 | $6.50 | $164,640 | Timing not specified in proxy for this grant | Jun 14, 2034 |
| Stock Award | 2024 | 100 shares (plan benefits) | — | $600 (aggregate value in SCT) | Not disclosed | — |
Outstanding Equity Awards at 12/31/2024 (service-based vesting)
| Grant Date | Option Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|---|
| Mar 31, 2021 | NQSO | 4,999 | 333 | $70.00 | Mar 31, 2031 |
| Jul 8, 2022 | NQSO | 777 | 509 | $70.00 | Jul 8, 2032 |
| Jun 14, 2024 | NQSO | 18,375 | 30,625 | $6.50 | Jun 14, 2034 |
2025 Contingent Options (subject to shareholder approval; vesting detail)
| Type | Grant Date | Shares | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Stock Options | Apr 15, 2025 | 77,656 | $2.51 | 25% vested upon grant; remaining vests in equal monthly installments over 36 months starting May 15, 2025 | Contingent on approval of Proposal 3; cancels if not approved . |
- Company disclosure indicates 2025 option grants vest over 3 years and expire in 10 years .
Performance Metrics and Payouts
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed (no PSUs/TSR metrics in Ogier’s pay) | — | — | — | — | Service‑based option vesting only . |
Equity Ownership & Alignment
| Ownership Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 35,509 | Apr 14, 2025 | 1.0% of outstanding shares (3,630,377) . |
| Ownership % | 1.0% | Apr 14, 2025 | Per SEC beneficial ownership rules . |
| Common Shares Held | 5,760 | Apr 14, 2025 | Footnote breakdown . |
| Options Exercisable within 60 Days | 29,749 | Apr 14, 2025 | Footnote breakdown . |
| Anti-Hedging Policy | Prohibits hedging transactions for insiders | Current | Insider trading policy filed and anti‑hedging adopted . |
| Clawback Policy | Adopted upon Nasdaq listing; Dodd‑Frank 954 compliant | Current | Recovery of erroneously awarded comp required . |
| Pledging | Not disclosed | — | No explicit pledging disclosure; anti‑hedging noted . |
- Equity plan expansion: Authorized share reserve increased to 1,643,692 and evergreen set to 4% of outstanding shares, subject to shareholder approval .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Service agreement dated Feb 23, 2021 . |
| Base Salary (agreement) | $163,788 annually (original agreement) . |
| Notice/Severance | Termination by either party with ≥6 months’ notice; company may make Payment in Lieu equal to salary for the notice period . |
| Benefits | Participation in Smartkem’s pension program and death-in-service (life insurance) scheme . |
| Non-compete/Non-solicit | Not specified for Ogier in disclosed agreement; confidentiality and assignment of inventions included . |
| Change-of-Control | Under the 2021 Plan, if awards are not assumed/substituted, unvested options/RSUs/performance awards accelerate (employees); plan provides administrator discretion on treatment in M&A/CIC . |
| Clawback | Recovery policy adopted per Nasdaq/SEC rules . |
Compensation Structure Analysis
- Mix shift and discretion: 2024 pay included a large service‑based option grant ($164,640 fair value) and discretionary cash bonuses (Jun 14, 2024, Jul 31, 2024; Feb 28, 2025), indicating increased use of guaranteed/discretionary elements vs. explicit performance formulas .
- Evergreen and award cadence: Board seeks ongoing equity capacity (evergreen at 4% of outstanding) and granted contingent options in April 2025 with immediate 25% vesting—near‑term vesting can add selling pressure if in‑the‑money and may serve as retention through 36‑month tail .
- Alignment: Beneficial ownership at 1.0% with a material portion from options suggests moderate “skin‑in‑the‑game”; anti‑hedging and clawback policies improve governance alignment .
- CIC economics: Plan-level acceleration in non‑assumption scenarios increases change‑of‑control costs; administrator has broad discretion in CIC treatment .
Risk Indicators & Red Flags
- Repeated one‑time bonuses: Multiple discretionary bonuses in 2024–2025 could signal reliance on discretionary pay rather than formulaic KPIs (potential pay‑for‑performance risk) .
- Share supply/overhang: Equity plan expansion (to 1,643,692 + evergreen) increases dilution potential and option overhang; 2025 options vesting 25% upfront adds immediate supply risk if exercised .
- Pledging/Hedging: Hedging prohibited; pledging not disclosed—no explicit pledging red flag found .
Equity Ownership & Vesting Schedules (Detail)
| Category | Date/Grant | Shares | Vesting | Status |
|---|---|---|---|---|
| NQSO | Mar 31, 2021 | 5,332 (4,999 exercisable; 333 unexercisable) | Not disclosed | Mixed exercisability at 12/31/2024 . |
| NQSO | Jul 8, 2022 | 1,286 (777 exercisable; 509 unexercisable) | Not disclosed | Mixed exercisability at 12/31/2024 . |
| NQSO | Jun 14, 2024 | 49,000 (18,375 exercisable; 30,625 unexercisable) | Not disclosed in proxy | Exercisable/unexercisable split disclosed . |
| NQSO (contingent) | Apr 15, 2025 | 77,656 | 25% at grant; monthly over 36 months from May 15, 2025 | Subject to Proposal 3 approval . |
Say-on-Pay & Shareholder Feedback
- Not disclosed in the 2025 proxy for historical say‑on‑pay results; no shareholder proposals on executive compensation reported .
Expertise & Qualifications
- Technical leadership in organic semiconductors, OTFT processes, printed electronics; extensive IP and publications; IEC standards leadership; PhD in Physics (University of Leeds) .
Investment Implications
- Near‑term supply: 2025 contingent options with 25% immediate vest may create short‑term selling pressure upon approval and in‑the‑money conditions; three‑year monthly vest supports retention but adds continual optionality supply .
- Alignment vs. performance: Absence of disclosed performance metrics (TSR/revenue/EBITDA) in Ogier’s incentives and repeated discretionary bonuses weakens pay‑for‑performance signals; monitoring future proxy disclosures for metric adoption is prudent .
- Dilution/overhang: Plan expansion and 4% evergreen increase equity capacity; track approvals and grant pacing to assess dilution risk relative to market cap and float .
- Governance mitigants: Anti‑hedging and clawback policies strengthen alignment; CIC acceleration language increases potential transaction costs—consider in M&A scenarios .