Sriram Peruvemba
About Sriram Peruvemba
Independent director of SmartKem, Inc. since July 2023; age 59. Background includes CEO of Marketer International Inc. (consulting, global high‑tech), former CMO of E Ink Holdings (electronic paper displays), and multiple display/materials company board roles. Education: B.S. (R.V. College of Engineering, Bangalore), MBA (Barton School of Business, WSU), and a postgraduate diploma in management (Indira Gandhi National University). SmartKem’s Board classifies him as not independent under Nasdaq rules due to prior consulting compensation exceeding $120,000 in a 12‑month period within the last three years, which is a governance consideration for investors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marketer International Inc. | Chief Executive Officer | Since Jul 2014 | Advises global high‑tech; consulting expertise relevant to SMTK’s industry |
| E Ink Holdings | Chief Marketing Officer | Dec 2009–Apr 2013 | Drove commercial strategy in electronic paper displays |
| SmartKem, Inc. | Consultant (via Marketer International) | Sep 2019–Jul 2023; consultancy terminated Jul 12, 2023 | Paid $130k (2021), $120k (2022), $65k (2023 to appointment); granted 66,029 options at $2.00 (vested immediately) on Feb 23, 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Datavault AI Inc. (NASDAQ: DVLT; previously WiSA Technologies, Inc.) | Director | Since Jun 2020 | Data technology company board service |
| Visionect d.o.o (Slovenia) | Board Member | Since Sep 2017 | Electronics/display focused |
| Omniply (Montreal) | Chairman of the Board | Since May 2020 | Electronics/display company leadership |
| Edgehog Advanced Technologies (Canada) | Board Member | Since Jan 2023 | Anti‑reflective technology |
Board Governance
- Committee assignments: None; Audit Committee (Denis chair; members Denis, de Boer, DenBaars), Compensation Committee (DenBaars chair; members de Boer, Denis), Nominating & Corporate Governance Committee (de Boer chair; members DenBaars, Denis) .
- Independence: Not independent due to prior consulting arrangement with compensation >$120,000 within any 12‑month period in the past three years .
- Attendance and engagement: 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 (remote) .
- Board leadership: Combined Chair/CEO (Ian Jenks); no lead independent director; Board oversees risk with management handling day‑to‑day processes .
Fixed Compensation
| Component | Amount | Year/Effective Date | Notes |
|---|---|---|---|
| Cash compensation (actual) | $47,080 | 2024 | Director compensation received by Peruvemba |
| Annual cash retainer (policy) | $55,000 | Approved Jul 31, 2024 | Applies to non‑employee directors starting 2H24; Audit Committee chair retainer $5,000 (not applicable to Peruvemba) |
| Meeting fees | Not disclosed | — | No meeting fees specified in policy |
Performance Compensation
| Component | Grant Date/Terms | Grant Date Fair Value | Notes |
|---|---|---|---|
| Stock option awards (2024) | Policy: annual 6,000 options vest 1‑year; initial grant 18,000 options vest 25% at 1‑year then monthly over 36 months | $67,200 | Peruvemba’s 2024 option award fair value; options under 2021 Plan |
| Stock awards (restricted stock/RSUs) | Not standard for directors; minimal amounts disclosed | $600 | 2024 director stock award fair value for Peruvemba |
| Change‑in‑control terms | Immediate vesting for outside directors; performance goals deemed achieved at 100% if applicable | — | 2021 Equity Incentive Plan provision |
| Clawback | Subject to SEC/Nasdaq Recovery Policy for erroneously awarded compensation | — | Company adopted Recovery Policy upon Nasdaq listing |
Performance Metrics Table (Director Pay)
| Metric | Weighting | Threshold/Target | Result/Payout |
|---|---|---|---|
| None disclosed for director compensation | — | — | Board policy provides fixed retainers and scheduled option grants; no explicit performance metrics for directors |
Other Directorships & Interlocks
| Company | Relationship to SMTK | Potential Interlock/Conflict |
|---|---|---|
| Datavault AI Inc. (NASDAQ: DVLT) | Unrelated sector (data technology) | No transactions with SMTK disclosed; no interlock reported |
| Visionect d.o.o; Omniply; Edgehog Advanced Technologies | Private/early‑stage electronics/display/materials | No related‑party transactions with SMTK disclosed |
Expertise & Qualifications
- Deep display and materials commercialization experience (E Ink CMO; multiple display startups and boards) .
- Executive consulting leadership (Marketer International) .
- Technical and management education: Engineering B.S., MBA, postgraduate management diploma .
Equity Ownership
| Holder | Shares Owned | Options Exercisable (≤60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Sriram Peruvemba | 100 | 11,470 | 11,570 | <1% |
| Options outstanding (total, Dec 31, 2024) | — | — | 21,887 | — |
Notes:
- As of Apr 14, 2025, exercisable options within 60 days totaled 11,470; total options outstanding at Dec 31, 2024 were 21,887 (suggests a mix of vested/unvested grants) .
- Anti‑hedging policy prohibits certain hedging/derivative transactions by directors; pledging not specifically disclosed .
Governance Assessment
- Strengths: Relevant industry experience and network across display/materials companies; board attendance at least 75%; equity‑based compensation aligns some incentives with shareholders; subject to formal clawback policy .
- Red flags: Not independent under Nasdaq due to recent consulting relationship and >$120k compensation—elevates conflict risk and may impact committee eligibility; prior related‑party consulting payments and option grant while a consultant highlight historical ties that require continued monitoring .
- Compensation mix: 2024 director pay weighted toward options ($67,200 FV) with cash retainer; no disclosed performance metrics in director pay structure; change‑in‑control acceleration for outside directors increases payout sensitivity in corporate events .
Related Party Transactions (Conflict Review)
- Consulting Agreement (terminated before board appointment): Marketer International (controlled by Peruvemba) received $130,000 (2021), $120,000 (2022), and $65,000 (Jan–Jul 2023); on Feb 23, 2021, Peruvemba received 66,029 options at $2.00 per share (vested immediately); agreement was terminated July 12, 2023 prior to his appointment as director .
- Policy oversight: Audit Committee reviews related‑party transactions; Board policy requires pre‑approval for amounts >$100,000 and arm’s‑length terms .
Director Compensation (Detail)
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash Compensation | $47,080 | Peruvemba’s cash compensation in 2024 |
| Stock Awards (FV) | $600 | Minimal stock award value disclosed |
| Stock Option Awards (FV) | $67,200 | Option grant under 2021 Plan |
| Total | $114,880 | Sum of components |
| Non‑employee director policy | Retainer $55,000 effective Jul 31, 2024; Audit chair +$5,000; initial 18,000 options and annual 6,000 options cadence |
Committee Assignments, Chair Roles, Independence, Attendance
| Attribute | Status |
|---|---|
| Committee memberships | None; current committees are Audit (Denis chair), Compensation (DenBaars chair), Nominating (de Boer chair) |
| Chair roles | None |
| Independence | Not independent (prior consulting >$120k) |
| Attendance | ≥75% of Board/committee meetings in 2024; Board met 10 times |
Employment & Contracts (Director‑Specific)
| Agreement | Party | Key Terms | Status |
|---|---|---|---|
| Consulting Agreement | Marketer International (controlled by Peruvemba) | $130k (2021), $120k (2022), $65k (Jan–Jul 2023); 66,029 options granted at $2.00 (Feb 23, 2021; vested immediately) | Terminated Jul 12, 2023 (pre‑appointment) |
Equity Plan and Governance Provisions (Relevance to Directors)
- 2021 Equity Incentive Plan amendment pending stockholder approval to increase pool from 843,692 to 1,643,692 shares and set evergreen at 4% beginning FY2026 .
- Change‑in‑control: Outside directors’ equity vests fully and performance awards deemed achieved at 100% .
- Clawback: Recovery Policy compliant with SEC/Nasdaq; incentive compensation subject to recoupment on restatement .
Summary Signals for Investors
- Independence/Conflicts: Prior paid consulting and immediate‑vesting option grant before board appointment are meaningful governance risk factors; continued non‑independent status limits committee service and should be weighed against skill contributions .
- Alignment: Equity option exposure and beneficial ownership are modest (<1%); policy‑driven annual options align partially but lack explicit performance metrics for directors .
- Engagement: Attendance meets baseline expectations; no disclosed issues with Section 16 compliance for Peruvemba; company maintains anti‑hedging and clawback frameworks .