Jamie Bechtel

About Jamie Bechtel

Jamie Bechtel, JD, Ph.D., is Chair of the Board and an independent director of SenesTech, Inc., serving since January 2018. She is 52 years old (as of the April 10, 2025 record date) and holds a Ph.D. from Boston University, a law degree from Boston College, and a bachelor’s from Boston University . The board cites her credentials in international conservation, sustainable finance, and biology as core qualifications for board service . Her current Class II board term expires at the 2027 annual meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
SenesTech, Inc.	Chair of the Board; Director	Director since Jan 2018; Chair currently	Compensation Committee Chair; separates CEO/Chair roles to strengthen governance

External Roles

Organization	Role	Tenure	Notes
Kito Impact Foundation	Founder & Chief Executive Officer	Since Feb 2018	Focus on integrating CSR into SMBs
New Course	Co-founder; Board Member	Since Aug 2009	Women-led conservation initiatives

Board Governance

Committee assignments: Compensation Committee (Chair); not on Audit or Nominating & Corporate Governance in current composition .
Independence: Determined independent under Nasdaq rules; board considered her CEO role at Kito Impact Foundation, which provided consulting services to SenesTech from April 2018 through January 2023 at $50,400 annually, and still concluded independence .
Attendance and engagement: Board held 4 meetings in 2024; all directors attended >75% of board and committee meetings on which they served. Committees met: Audit (4), Compensation (9), Nominating & Governance (5) .
Leadership structure: Roles of CEO and Chair are separated; Bechtel serves as Chair, presiding over agendas and independent director executive sessions .
Shareholder votes: 2025 say-on-pay approved (For: 172,517; Against: 87,093; Abstain: 4,775), but equity plan increase (2018 Plan Amendment) failed; reverse split and issuance proposal approved . 2024 say-on-pay and equity plan increase approved; reverse split approved .

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
2023	$59,500	$55,000	$4,200 (paid to Kito Impact Foundation for consulting)	$118,700
2024	$74,500	$32,776	$0	$107,276

Non-Employee Director Compensation Program highlights:

Adopted April 2024: Annual cash components—Board retainer $27,000; Board Chair $40,000; committee chair $15,000; committee member $5,000 .
2023 program (pre-update) included mixed cash/equity retainers; 2023 cash/equity amounts per role are disclosed in the 2023 matrix .

Performance Compensation

Component	Grant Date	Instrument	Grant Basis / Quantity	Fair Value ($)	Vesting	Expiration	Exercise Price
Annual Director Equity	Aug 27, 2024	Stock Options	0.75% of fully diluted common at grant (per director)	$32,776 (Bechtel’s 2024 option fair value)	Equal quarterly installments over ~1 year	5th anniversary of grant	Closing market price on grant date

Notes:

Directors may elect to receive cash compensation in equity in lieu of cash, subject to plan share availability (elections made by Jake S. Leach for full equity and Phil Grandinetti for $7,000 in 2024) .
The program emphasizes time-based vesting for directors; no performance-conditional metrics are disclosed for director equity .

Other Directorships & Interlocks

Category	Detail
Current public company directorships	None disclosed for Bechtel
Private/non-profit boards	Kito Impact Foundation (CEO); New Course (Board member)
Shared interlocks with competitors/suppliers/customers	Not disclosed

Expertise & Qualifications

Advanced degrees: Ph.D. (Boston University), JD (Boston College), BA (Boston University) .
Domain expertise: International conservation, sustainable finance, biology; board cites strategic advances in these fields .
Board leadership: Chair of the Board; Compensation Committee Chair .

Equity Ownership

Metric	As of May 24, 2024	As of April 10, 2025
Total Shares Beneficially Owned	5,085 (12 shares common + 5,073 options counted within 60 days)	12,595 (1 share common + 12,594 options counted within 60 days)
Ownership % of outstanding shares	<1%	<1%
Deemed Outstanding Options within 60 days	5,073	12,594

Policies:

Anti-hedging: Company discourages hedging and monetization transactions (e.g., collars, swaps) though no formal hedging policy is stated .
Clawback: Executive Officer Clawback Policy adopted in 2023 (executive officers only) .

Insider Trades

Year	Form 4 Filing Timeliness	Note
2023	One-day late Form 4 filings were noted for several directors including Bechtel	Company disclosed minor lateness across named directors
2024	All Section 16 filings timely for officers, directors, and >10% holders	Company indicates timely compliance

Governance Assessment

Strengths:
- Chair/CEO split; Bechtel as Chair provides independent oversight and presides over executive sessions of independent directors .
- Active compensation committee chaired by Bechtel, with explicit authority to retain independent advisors and administer clawback policy for executive officers .
- Robust director attendance in 2024; committees met frequently (Compensation 9x), indicating engagement .
- Shareholders supported say-on-pay in both 2024 and 2025; reverse split and issuance approvals in 2025 aid listing and liquidity management .
Risks and RED FLAGS:
- Prior related-party tie: Kito Impact Foundation, led by Bechtel, provided consulting to SenesTech (2018–Jan 2023) at $50,400/year; although independence was affirmed, this historical arrangement warrants continued monitoring for perceived conflicts. In 2023, $4,200 was paid to Kito (other comp) .
- 2025 shareholders rejected the 2018 Plan share increase (For 76,172; Against 164,995), signaling investor sensitivity to dilution/equity usage under compensation programs overseen by the compensation committee .
- Reverse stock split reliance and serial equity actions may reflect capital structure stress; though board seeks pre-emptive authority, ongoing use can pressure shareholder confidence if repeated .
Shareholder sentiment signals:
- 2025 say-on-pay passed but with narrower margin than 2024; compensation governance scrutiny likely elevated .

Director Compensation Structure Analysis

YoY mix and policy changes:
- 2024 program increased cash retainers and standardized committee fees; equity shifted to a formulaic options grant (0.75% of fully diluted common per director) vesting over one year, with 5-year terms .
- 2023 program blended cash and equity retainers by role, and directors could elect equity in lieu of cash (Leach full equity; Grandinetti electing equity substitution) .
- No disclosed performance metrics for director equity grants; vesting is time-based, reducing pay-for-performance linkage for director compensation .

Related Party Transactions & Conflicts

Historical consulting relationship: Kito Impact Foundation (Bechtel as CEO) provided services to SenesTech (Apr 2018–Jan 2023) at $50,400 annually; board considered this in independence determinations and still categorized Bechtel as independent .
The company reports no related party transactions requiring disclosure under Item 404 for 2024 and 2023 beyond the noted Kito relationship’s prior period disclosure .

Say-On-Pay & Shareholder Feedback

Meeting	Say-on-Pay Result
July 11, 2024	Approved (For 669,439; Against 212,656; Abstain 12,262)
June 9, 2025	Approved (For 172,517; Against 87,093; Abstain 4,775)

Additional 2025 outcomes: Equity plan increase failed; reverse split and issuance proposals approved .

Compensation Committee Analysis

Composition and independence: Bechtel (Chair), Phil N. Grandinetti III, Matthew K. Szot—each determined independent .
Authority: Sole authority to retain/replace independent counsel and compensation consultants; administers Executive Officer Clawback Policy; reviews compensation philosophy and goals; approves executive employment and severance arrangements .
Meeting cadence: Compensation Committee met 9 times in 2024, indicating high engagement with pay structures and policies .