Lynn Graham

About Lynn Y. Graham

Lynn Yako Graham is an independent Class III director of SenesTech, appointed July 5, 2025 and serving until the 2028 Annual Meeting; she is a member of the Board’s Commercialization Committee, with no related-party transactions and no special arrangements underpinning her selection . She founded Beekeeper Marketing (Amazon/CPG marketplace agency), and is a Senior E-commerce Advisor to Kainos Capital; she holds a BA in Economics from Stanford and an MBA from UC Berkeley’s Haas School of Business .

Past Roles

Organization	Role	Tenure	Committees/Impact
Beekeeper Marketing	Founder & CEO	2007–exit (undisclosed)	Built analytics platform ingesting Amazon data for actionable client insights
Various technology and consulting roles	Product Manager; Strategy Consultant	Not disclosed	Led brand initiatives in natural foods; e-commerce and marketplace expertise

External Roles

Organization	Role	Since	Notes
Kainos Capital (Private Equity)	Senior E-commerce Advisor	Not disclosed	Advises multiple CPG/e-commerce companies
Workflow Labs	Advisor	Nov 1, 2022	E-commerce management software advisory
Hustle & Flower	Founder	Not disclosed	Consumer brand strategy and analytics

Board Governance

Independence: Appointed as an “independent” director, with Board disclosure of no Item 404 related-party transactions or selection arrangements tied to third parties .
Committees: Member, Commercialization Committee; not listed on standing Audit/Compensation/Nominating committees as of the April 10, 2025 record date (joined after the proxy) .
Board/Committee activity: In 2024, Board held 4 meetings; Audit 4; Compensation 9; Nominating & Corporate Governance 5; all directors >75% attendance (pre-dates Graham’s appointment) .
Executive sessions: Independent directors meet in executive session from time to time .
Shareholder sentiment signals (June 9, 2025 Annual Meeting): Say‑on‑pay passed (172,517 For, 87,093 Against, 4,775 Abstentions); 2018 Plan Amendment failed (76,172 For, 164,995 Against, 23,218 Abstentions); reverse stock split authorization passed (601,182 For, 295,802 Against, 17,358 Abstentions) .

Fixed Compensation

Non‑Employee Director Compensation Program (adopted April 2024):

Component	Cash Amount
Annual Board Retainer	$27,000
Board Chair Additional Retainer	$40,000
Committee Chair Retainers (Audit/Comp/Nominating)	$15,000 (each)
Committee Member Retainers (Audit/Comp/Nominating)	$5,000 (each)

Notes:

Cash paid in quarterly installments around Jul 1, Oct 1, Jan 2, Apr 1; includes ad hoc committee service as applicable .
Some directors elected equity in lieu of cash (e.g., full equity elections by Jake Leach; partial by Phil Grandinetti), indicating flexibility for alignment .

Performance Compensation

Equity structure for non‑executive directors:

Grant Feature	Details
Annual Option Grant (2024)	0.75% of fully diluted shares at grant; granted Aug 27, 2024
Exercise Price	Closing market price on grant date
Vesting	Equal quarterly over ~1 year
Term	5 years
Cash-for-Equity Election	Directors may elect to receive all/part of cash in equity, subject to plan share availability

Performance metrics:

No director performance (TSR/financial KPI) metrics disclosed for director equity or cash retainers; options are time‑vested under the program .

Program capacity and dilution signal:

As of Apr 10, 2025: 32,173 shares remained available under 2018 Plan; 175,671 options outstanding (WAE $23.27); 1,775,930 common shares outstanding; fully diluted 4,402,473 .
Proposed +900,000 shares to the 2018 Plan would have implied ~17% dilution of fully diluted shares; stockholders voted against the amendment on Jun 9, 2025 .

Other Directorships & Interlocks

Category	Disclosure
Current public company boards	None disclosed in company or SEC materials
Private/Advisory roles	Kainos Capital (Senior E‑commerce Advisor); Workflow Labs (Advisor)

Potential interlock/conflict considerations:

Company policy requires Audit Committee review/approval of related person transactions; none reported for 2023–2024 and none related to Graham upon appointment .

Expertise & Qualifications

E‑commerce and marketplace operations, Amazon channel scaling, data analytics for CPG brands (Beekeeper Marketing founder and operator) .
Education: BA Economics (Stanford); MBA (UC Berkeley Haas) .

Equity Ownership

Item	As of/Date	Amount
Form 3 initial beneficial ownership (common stock)	Event 07/05/2025; filed 08/14/2025	0 shares; direct ownership; no derivatives reported
Shares outstanding (reference)	Apr 10, 2025	1,775,930 common shares
Options/warrants owned by director	08/14/2025	None reported on Form 3

Insider filings:

Filing Type	Filed	Event Date	Summary
Form 3 (Initial Ownership)	08/14/2025	07/05/2025	Reports 0 beneficially owned shares; filed with Exhibit 24 POA

Hedging/pledging:

Company discourages director/management hedging/monetization (no formal anti‑hedging policy disclosed); insider trading policy in place .

Governance Assessment

Independence and conflicts: Clean appointment with explicit absence of Item 404 transactions or selection arrangements; Audit Committee oversight policy for related party dealings reduces conflict risk .
Alignment: Director program permits equity in lieu of cash and provides annual option grants; initial Form 3 shows no holdings for Graham at appointment, so near‑term alignment will depend on post‑appointment grants/elections and future ownership buildup .
Shareholder signals: Rejection of the 2018 Plan share increase (while approving say‑on‑pay and reverse split) reflects sensitivity to dilution; the Board’s equity usage/dilution claims (burn rate ~19% avg FY20–FY24; proposed ~17% dilution) heighten investor focus on governance around equity issuance .
Board effectiveness: Standing committees are fully independent with strong audit expertise; Graham’s commercialization/CPG/Amazon skill set is complementary for go‑to‑market oversight via the Commercialization Committee .
Policies: Executive clawback policy adopted in 2023; insider trading policy; lack of formal anti‑hedging prohibition and no disclosed director stock ownership guidelines could be viewed as weaker alignment safeguards versus peers (monitor) .

Red flags to monitor:

Equity overhang/dilution pressures (given prior high burn rate and failed plan amendment) .
Absence of formal anti‑hedging policy for directors (company “discourages” rather than prohibits) .
Initial zero ownership at appointment (expect equity awards to establish alignment over time) .

Positive indicators:

Clear independence designation; no related‑party exposure at appointment .
Commercialization expertise aligned with SNES’ consumer channel expansion priorities .