Michael Holder
Cytek BiosciencesAbout Michael Holder
Michael Holder, age 62, has served as an independent director of Cytek Biosciences since June 2024 and is designated the Board’s “audit committee financial expert” based on his senior finance experience and credentials . He holds a B.S. in Business Administration from UNC Kenan‑Flagler and an MBA in Corporate Strategy and Finance from The Wharton School; his CPA license is currently inactive, and he has attended board education programs at Harvard Business School . He chaired the Audit Committee effective June 5, 2024 and became a member of the Compensation Committee effective as of the June 18, 2025 Annual Meeting; the Board affirmed his independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sensable Health Inc. (private wellness) | Chief Executive Officer | 2024–2025 | CEO leadership, operating oversight |
| AVITA Medical Inc. (public regenerative medicine) | Chief Financial Officer | 2021–2023 | Senior finance leadership at a public issuer |
| ImmuneCyte Inc. (private biopharma) | Chief Financial Officer | 2020–2021 | CFO responsibilities |
| Carolina Longevity Institute, LLC (biotech/medtech investment) | Chief Executive Officer & Portfolio Manager | 2017–2019 | Investment/operating leadership |
| Organ Transport Systems Inc. (medical device) | Chief Executive Officer; previously Chief Financial Officer | CEO 2010–2017; CFO 2005–2010 | P&L and finance/accounting leadership |
| Premier Sourcing Partners Inc. (subsidiary of Premier Inc.) | VP Sales/Operations/Finance; Chief Financial Officer | VP 2002–2004; CFO 2000–2022 | Multi‑functional leadership; extended CFO tenure |
| Clarkston‑Potomac Group (ERP services) | Chief Financial Officer | 1998–2000 | CFO role |
| Beacon Eye Institute (public LASIK equipment/services) | Chief Financial Officer | 1996–1998 | Public company CFO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gloria Consulting Partners LLC | Principal | Since 2023 | Executive management/business strategy and financial consulting |
| Keyron Ltd (private medical device, U.K.) | Director | Current | Board member; private med‑device governance |
Board Governance
- Independence: The Board affirmatively determined Holder is independent under Nasdaq listing standards .
- Committee assignments:
- Audit Committee: Chair (effective June 5, 2024); Board‑designated “audit committee financial expert” .
- Compensation Committee: Member (effective June 18, 2025 Annual Meeting) .
- Board leadership: CEO (Dr. Jiang) serves as Chair; Deborah Neff appointed Lead Independent Director effective February 5, 2025 .
- Attendance: The Board met eight times in 2024; each member attended at least 75% of meetings of the Board and committees on which they served during their service period .
- Evaluation: Annual Board and committee performance assessments overseen by the Nominating & Corporate Governance Committee .
| Committee | Role | Effective Date | Notes |
|---|---|---|---|
| Audit Committee | Chair | June 5, 2024 | Financial expert designation; oversees financial reporting, internal controls, and related‑party review |
| Compensation Committee | Member | June 18, 2025 | Reviews pay strategy, severance/CIC, equity plans |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $40,000 | Pro‑rated for service starting June 5, 2024 and committee roles during 2024 |
| Director cash compensation policy (effective 2024) | Amount |
|---|---|
| Non‑employee director annual retainer | $50,000 |
| Lead Independent Director retainer | $30,000 |
| Audit Committee chair | $20,000 |
| Audit Committee member | $10,000 |
| Compensation Committee chair | $15,000 |
| Compensation Committee member | $7,500 |
| Nominating & Corporate Governance chair | $10,000 |
| Nominating & Corporate Governance member | $5,000 |
Performance Compensation
| Equity Component (2024) | Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (initial director grant) | $150,000 | Quarterly over 3 years (initial grant policy) | Grant value computed at grant date close; time‑based vesting |
| Stock Options (initial director grant) | $149,997 | Monthly over 3 years (initial grant policy) | Strike = fair market value at grant; change‑in‑control: all outstanding director options fully vest |
| Performance metrics tied to director compensation | Disclosure |
|---|---|
| None (director equity awards are time‑based) | No performance metrics disclosed for director awards; RSUs/options vest per time schedules |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in CTKB proxy biography |
| Private company boards | Keyron Ltd (UK) – Director |
| Potential interlocks/conflicts | None disclosed; Audit Committee reviews related‑party transactions |
Expertise & Qualifications
- Deep CFO/CEO background across public and private healthcare/life‑science companies; designated audit committee financial expert by the Board .
- Education: B.S. UNC Kenan‑Flagler; MBA Wharton; CPA (inactive); board education at Harvard Business School .
- Skillset aligned to audit oversight, capital allocation, and operational finance .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Components |
|---|---|---|---|
| Michael Holder | 19,570 | <1% | 6,543 common; 13,027 options exercisable/RSUs vesting within 60 days |
| Director equity outstanding (12/31/2024) | Options | RSUs |
|---|---|---|
| Michael Holder | 37,878 | 22,543 |
- Hedging/pledging: Company prohibits hedging, short sales, margin accounts, and pledges for all directors/employees/consultants and controlled entities, supporting alignment .
- Ownership guidelines: Not disclosed for directors in the proxy; company maintains Corporate Governance Guidelines .
Governance Assessment
- Board effectiveness: Holder adds senior public‑company finance rigor and chairs the Audit Committee, strengthening oversight of reporting, controls, and related‑party policing; independence affirmed by the Board .
- Engagement: 2024 attendance threshold met; annual evaluations in place; Lead Independent Director structure adds oversight to CEO‑Chair model .
- Compensation alignment: Director pay combines modest cash with equity grants (50/50 options/RSUs) and time‑based vesting; no meeting fees/perks; options accelerate on change‑in‑control—standard market practice .
- Conflicts/related party: No related‑party transactions involving Holder disclosed; Audit Committee chartered to pre‑approve and review such matters .
- Shareholder signals: 2025 say‑on‑pay approved (76.37M for vs. 5.63M against), indicating general support for compensation governance; Annual Meeting results confirm refreshed Board composition and committee adjustments .
RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions, tax gross‑ups, or attendance shortfalls; governance policies (insider trading/hedging prohibitions, charters, guidelines) are in place .