Steven DenBaars
About Steven DenBaars
Steven DenBaars, age 62, is an independent Class I director of SmartKem, Inc. (SMTK) serving since June 2022. He is a Distinguished Professor of Materials and Co-Director of the Solid-State Lighting and Energy Electronics Center at UC Santa Barbara, holding the Mitsubishi Chemical Chair in Solid State Lighting and Displays; he is a member of the National Academy of Engineering and a Fellow of IEEE and the National Academy of Inventors, with degrees from University of Arizona (BS) and USC (MS/PhD) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Nitres Inc. | Co-founder | 1996–2000 | Built GaN LED business; acquired by Cree in May 2000 |
| SLD Laser | Co-founder | 2013–2021 | Grew to >150 employees; acquired by Kyocera in 2021 |
| Soraa / Soraa Laser Diode | Co-founder, Board member | Prior years (not specified) | Private tech startups in photonics/displays |
| Akoustis Technologies (AKTS) | Director; assisted founding | Director 2015–Nov 2024; assisted founding in 2014 | Nominating Committee member and Technology Committee member (historical) |
External Roles
| Company | Role | Tenure | Committees / Chair Roles | Independence |
|---|---|---|---|---|
| Aeluma, Inc. (ALMU) | Director | Since June 2021 | Nominating & Governance Committee Chair; Compensation Committee member | Board determined independent (latest filings) |
| SmartKem, Inc. (SMTK) | Director | Since 2022 | See Board Governance section below | Board determined independent (except CEO and one director); DenBaars independent |
Board Governance
- Committee assignments (SMTK):
- Audit Committee member; Audit Chair is Melisa Denis; Audit met 5 times in 2024 .
- Compensation Committee Chair (DenBaars); Committee met 3 times in 2024 .
- Nominating & Corporate Governance Committee member; Chair is Klaas de Boer; Committee met 1 time in 2024 .
- Board meeting attendance: SMTK’s Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings where serving .
- Independence: Board determined DenBaars is independent under Nasdaq rules (non-employee, no disqualifying relationships) .
- Shareholder election: Elected to a three-year term at the May 28, 2025 annual meeting (For: 1,296,796; Withheld: 348,663; Broker non-votes: 427,902) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $47,080 | Paid amount in 2024 |
| Director stock award (restricted/common) | $600 | ASC 718 grant-date fair value |
| Policy cash retainer (effective 7/31/2024) | $55,000 annual | Board-approved increase |
| Audit Committee chair retainer | $5,000 annual (policy) | Applies to Audit Chair (DenBaars is Committee Chair for Compensation, not Audit) |
Performance Compensation
| Metric | 2024 | Sep 3, 2025 Award |
|---|---|---|
| Stock options – grant-date fair value | $67,200 (ASC 718) | N/A |
| Stock options – shares granted | Not disclosed in proxy table | 22,466 options |
| Exercise price | N/A | $1.16 (closing price on grant date) |
| Vesting | Policy: Initial 18,000 options vest 25% at 1-year, remainder monthly over 3 years; annual 6,000 options vest 1-year anniversary | 25% vested on grant; remainder in equal monthly installments over 36 months beginning Oct 3, 2025 |
| Clawback applicability | Awards subject to Company clawback policy adopted under SEC/Nasdaq rules | Awards subject to Company clawback policy |
| Change-in-control treatment (outside directors) | Options/SARs vest fully; RSU/Restricted lapse; performance awards deemed at 100% target unless otherwise specified | Same |
Other Directorships & Interlocks
| Company | Status | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Aeluma, Inc. (ALMU) | Current public company director | Chair, Nominating & Governance; Member, Compensation | Advisory and director agreements disclosed at ALMU; no SMTK related-party transactions disclosed involving DenBaars |
| Akoustis Technologies (AKTS) | Prior public company director (May 2015–Nov 2024) | Nominating Committee; Technology Committee (historical charters) | No SMTK related-party transactions disclosed involving DenBaars |
Expertise & Qualifications
- Distinguished Professor at UC Santa Barbara; extensive semiconductor research and commercialization experience; co-founded multiple photonics/electronics startups; National Academy of Engineering member; IEEE and NAI Fellow .
- Authored/co-authored over 980 technical publications, 360 conference presentations, and 185 patents (biographical detail) .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Shares beneficially owned (SMTK) | Apr 14, 2025 | 10,774 shares; includes 815 shares held and options to acquire 9,959 shares exercisable within 60 days |
| % of shares outstanding (SMTK) | Apr 14, 2025 | Less than 1% (“*”) |
| Options outstanding (Dec 31, 2024) | Dec 31, 2024 | 20,515 underlying shares |
| Hedging policy | Current | Company prohibits certain hedging transactions for directors under insider trading policy |
Governance Assessment
- Board effectiveness: DenBaars chairs the Compensation Committee and serves on Audit and Nominating & Governance at SMTK, providing broad oversight coverage; committee activity levels (5 Audit, 3 Compensation, 1 Nominating in 2024) indicate functioning governance cadence .
- Independence and attendance: Board determined independent; attended at least 75% of meetings, supporting engagement expectations .
- Alignment: Director compensation includes equity options with vesting, and awards are subject to clawback, aligning incentives and compliance with modern governance standards .
- Shareholder confidence signal: Strong re-election support at 2025 annual meeting (1.30M votes for), with board recommending his election based on semiconductor industry expertise .
- Conflicts/related-party exposure: SMTK’s related party transactions disclosure does not identify any transactions involving DenBaars; board policies require Audit Committee review for related-party transactions >$100,000, mitigating conflict risk .
RED FLAGS: None disclosed specific to DenBaars at SMTK (no related-party transactions, no pledging, no option repricing reported). Monitor multi-board commitments and evolving roles at Aeluma for any future interlocks or transactions with SMTK .