Deborah Neff
Cytek BiosciencesAbout Deborah Neff
Deborah Neff, age 72, has served on Cytek Biosciences’ Board since June 2022 and was appointed Lead Independent Director effective February 5, 2025. She holds a B.S. in Physiology from UC Davis, completed graduate training and licensure in clinical laboratory science, and attended executive programs at Wharton, Stanford, and Harvard Business Schools. Her background includes senior operating roles and CEO positions across diagnostics and life science tools, and prior public company board service at Bio-Rad Laboratories and Advanced Medical Optics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DJN Consulting, LLC | Principal | 2020–present | Executive management, strategy, operations consulting |
| Evanostics LLC | Chief Executive Officer | 2017–2020 | Early-stage biotech leadership |
| Complete Genomics (BGI-Shenzhen) | Chief Operating Officer | 2014–2016 | Scaled genomics/proteomics operations |
| Pathwork Diagnostics Inc. | Chief Executive Officer | 2006–2013 | Built molecular diagnostics business |
| Predicant Biosciences | Chief Executive Officer | 2003–2006 | Led private biotech |
| BD Biosciences (Becton Dickinson) | President | 1995–2003 | Global segment leadership in life science tools |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atomo Diagnostics Limited (ASX-listed) | Director | Oct 2021–present | Public company board in rapid diagnostics |
| Bio-Rad Laboratories, Inc. | Director | 2011–2017 | Public company board |
| Advanced Medical Optics, Inc. | Director | 2003–2009 | Public company board |
| UC Davis Foundation | Executive Trustee & Chair | Current | University foundation leadership |
| Guide Dogs for the Blind | Chair, Board of Directors | Current | Non-profit governance |
| Partillion Bioscience Corporation | Advisory Board | Current | Private start-up advisory |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq standards .
- Lead Independent Director: Appointed February 5, 2025 .
- Committee memberships (2024): Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance and engagement: The Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings during their service period. Committee meetings: Audit (5), Compensation (6), Nominating & Corporate Governance (4) .
| Governance Item | Detail |
|---|---|
| Board leadership | Chair is CEO (Dr. Jiang); Ms. Neff serves as Lead Independent Director |
| Risk oversight | Full Board plus Committees; Audit covers financial/internal controls; Nominating covers governance; Compensation monitors pay risk |
| Communications policy | Formal process for stockholder communications; Audit Committee receives whistleblower matters |
| Insider trading policy | Prohibits short sales, options, hedging, margin, pledging across directors/employees and controlled entities |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | 65,000 | Based on policy rates: Board retainer $50,000; Audit member $10,000; Nominating member $5,000 |
| Lead Independent Director Fee (policy) | 30,000 | Effective role from Feb 5, 2025 |
Itemization reflects committee memberships disclosed for 2024; the lead independent fee applies prospectively from her 2025 appointment .
Performance Compensation
| Equity Element | 2024 Grant Value ($) | Vesting & Terms |
|---|---|---|
| RSUs (annual grant) | 89,995 | Annual director RSUs vest at one-year anniversary; fair value based on Nasdaq closing price at grant |
| Stock Options (annual grant) | 89,996 | Options priced at FMV; annual director options vest at one-year anniversary |
- Equity policy: Since July 1, 2023, annual director equity grants total $180,000 split 50% RSUs / 50% options; new directors receive $300,000 split 50/50 with options vesting monthly over 3 years and RSUs vesting quarterly over 3 years .
- Director compensation policy update (May 2023): Cash retainer increased to $50,000 (from $40,000); annual equity increased to $180,000 (from $160,000) to align with peer medians (Meridian survey) .
No performance-based metrics are tied to non-employee director equity; awards are time-based for retention and alignment .
Other Directorships & Interlocks
| Company | Relationship to CTKB | Potential Conflict |
|---|---|---|
| Atomo Diagnostics Limited | Unrelated diagnostics; no CTKB transaction disclosed | None disclosed |
| Bio-Rad Laboratories (prior) | Life science tools; prior board service | No current relationship disclosed |
| Advanced Medical Optics (prior) | Medtech; prior board service | No current relationship disclosed |
- Related-party transactions: Proxy outlines policy and lists significant related-person transactions since Jan 1, 2024; none disclosed involving Ms. Neff. Indemnification agreements apply to all directors .
Expertise & Qualifications
- Senior operating leadership across genomics, diagnostics, and life science tools; former President of BD Biosciences .
- Clinical laboratory science licensure and executive education at top business schools .
- Board governance experience; currently Lead Independent Director at CTKB .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 75,949 | Consists of options exercisable within 60 days of Mar 31, 2025; <1% of outstanding |
| Options Outstanding (aggregate) | 100,331 | Director equity awards outstanding at 12/31/2024 |
| RSUs Outstanding (aggregate) | 15,706 | Director equity awards outstanding at 12/31/2024 |
| Shares Pledged | 0 (prohibited by policy) | Hedging/pledging/short sales prohibited |
Insider Trades (recent)
| Filing Date | Document Date | Form | Description |
|---|---|---|---|
| 2025-06-09 | 2025-06-05 | Form 4 | Statement of changes in beneficial ownership (RSU award noted) |
| 2025-06-20 | 2025-06-18 | Form 4 | Statement of changes in beneficial ownership |
CTKB’s insider trading policy prohibits hedging and pledging, reinforcing alignment with shareholders .
Governance Assessment
-
Strengths
- Independent status with formal Lead Independent Director responsibilities; balanced oversight with CEO as Chair and strong committee structure .
- Solid attendance and committee participation; Audit and Nominating memberships indicate focus on financial reporting and governance .
- Director compensation aligned to market medians following Meridian’s survey; mix of cash and time-based equity promotes retention and alignment without performance metric gaming .
- Strict prohibition on hedging/pledging; no related-party transactions involving Ms. Neff disclosed .
-
Watch items
- Board is classified; investors may prefer declassification for annual accountability .
- Lead Independent Director premium adds governance weight; ensure robust executive session cadence and oversight practices continue (Board conducts annual evaluations) .
2024 Say-on-Pay passed with 85.8% approval, indicating general investor support for CTKB’s compensation framework and governance practices .
Appendix: Director Compensation Policy Reference
| Role | Annual Cash ($) |
|---|---|
| Non-employee director retainer | 50,000 |
| Lead Independent Director | 30,000 |
| Audit Chair / Member | 20,000 / 10,000 |
| Compensation Chair / Member | 15,000 / 7,500 |
| Nominating Chair / Member | 10,000 / 5,000 |
| Equity Grants | Value ($) | Vesting |
|---|---|---|
| Annual (continuing directors) | 180,000 (50% RSUs / 50% options) | One-year cliff |
| Initial (new directors) | 300,000 (50% RSUs / 50% options) | Options monthly over 3 years; RSUs quarterly over 3 years |