Ming Yan
Cytek BiosciencesAbout Ming Yan
Ming Yan, Ph.D. is Cytek Biosciences’ co‑founder, Chief Technology Officer, and a Class II director, serving on the board since 2015; he is age 62, with a B.S. in Physics (Fudan University) and a Ph.D. in Electrical Engineering (City University of New York), and extensive R&D experience at AT&T Bell Laboratories, Lawrence Livermore National Labs, and BD Biosciences with multiple publications and over a dozen patents . Cytek’s recent performance metrics used for NEO pay include revenue and adjusted EBITDA; for 2024, revenue rose to $200.5M (from $193.0M in 2023), net loss narrowed to -$6.0M (from -$12.1M), and the company’s $100 TSR value ended 2024 at $34.59 (vs. $48.61 in 2023) . The CEO is Board Chair, with Deborah Neff as Lead Independent Director, and the majority of directors are independent under Nasdaq rules (Yan is not independent due to his executive role) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AT&T Bell Laboratories | Research & Development | Not disclosed | Laser spectroscopy/cell analysis research; innovations leading to several patents/publications |
| Lawrence Livermore National Labs | Research & Development | Not disclosed | Advanced R&D experience; foundational technical expertise |
| BD Biosciences | Research & Development | Not disclosed | Flow cytometry domain expertise applicable to Cytek’s product roadmap |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in proxy | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $424,000 | $425,000 |
| Target Bonus (% of base) | 50% | 50% |
| Actual Cash Bonus Paid ($) | $114,210 | $167,646 |
Performance Compensation
| Metric | Weighting | Target | Actual Achievement | Payout Impact |
|---|---|---|---|---|
| 2024 Revenue Goal | 70% (Yan) | Not disclosed | 90% attainment | Contributed 63% toward payout (0.70 × 90%) |
| 2024 Adjusted EBITDA Goal | 30% (Yan) | Not disclosed | 53% attainment | Contributed 15.9% toward payout (0.30 × 53%) |
| Total 2024 Bonus Achievement | — | — | — | 79% of target; Yan’s bonus paid $167,646 |
2024 Equity Grants (Mix of RSUs and Options)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options | 03/06/2024 | 131,578 | $7.07 | 03/06/2034 | $624,996 |
| RSUs | 03/06/2024 | 88,401 | — | — | $624,995 |
Vesting mechanics: 2024 options vest 1/48 monthly starting 04/06/2024; 2024 RSUs vest 2/48 on 05/18 annually, 3/48 on 08/18 and 11/18 annually, and 4/48 on 03/10 annually until fully vested, subject to continuous service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,363,586 shares (4.97% of outstanding) |
| Composition | 6,031,802 common shares + 331,784 shares via options exercisable/RSUs vesting within 60 days of 03/31/2025 |
| Unvested RSUs at 12/31/2024 | 73,668 units; market value $478,105 (at $6.49) |
| Outstanding Options (Unexercisable as of 12/31/2024) | 18,230 @ $17.00 exp. 07/22/2031; 12,958 @ $13.64 exp. 02/28/2032; 100,160 @ $10.61 exp. 03/03/2033; 106,908 @ $7.07 exp. 03/06/2034 |
| Hedging/Pledging | Prohibited for all employees/directors under Insider Trading Policy |
Ownership guidelines for executives are not disclosed in the proxy; Insider Trading Policy bans hedging, pledging, short sales, margin accounts, and other speculative transactions, reducing alignment risk .
Employment Terms
| Scenario | Cash Severance | COBRA | Bonus | Equity Acceleration |
|---|---|---|---|---|
| Termination without cause (outside CIC window) | $318,750 (9 months base) | $18,010 | — | — |
| CIC window termination (without cause or for good reason) | $850,000 (18 months base + 100% target bonus) | $36,020 | Included in cash above | $984,221 (unvested awards at target) |
Plan features: double‑trigger CIC severance for C‑level executives (18 months base + 100% target bonus + 18 months COBRA + 100% vesting acceleration at target), single‑trigger severance outside CIC for C‑level at 9 months base + 9 months COBRA; subject to release .
Clawbacks: Dodd‑Frank compliant Incentive Compensation Recoupment Policy and Sarbanes‑Oxley Section 304 reimbursements for CEO/CFO upon misconduct-related restatements .
Multi‑Year Compensation (Ming Yan)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $398,398 | $432,497 | $432,483 | $187,247 | $30,616 | $1,481,241 |
| 2023 | $424,000 | $1,250,000 | $1,250,000 | $114,210 | $31,912 | $3,070,122 |
| 2024 | $424,959 | $624,995 | $624,996 | $167,646 | $13,954 | $1,856,550 |
Board Governance
- Role: Chief Technology Officer and Director; Class II director continuing until the 2026 annual meeting; not independent under Nasdaq due to executive role .
- Leadership: CEO serves as Board Chair; Deborah Neff appointed Lead Independent Director (Feb 5, 2025) to strengthen independent oversight .
- Committees: Audit, Compensation, and Nominating committees are composed of independent directors; Yan is not listed as a committee member .
- Attendance: Board met 8 times in 2024; each member attended at least 75% of meetings and committee meetings during their service period .
- Insider Trading Policy: Formal prohibitions on hedging, pledging, short sales, margin accounts for directors/officers/employees .
Dual‑role implications: As CTO and director, Yan is not independent; however, the board maintains a majority of independent directors and a Lead Independent Director structure to mitigate independence concerns .
Vesting Schedules and Potential Selling Pressure
| Award | Key Vesting Dates/Schedule | Notes |
|---|---|---|
| 2024 RSUs (88,401) | 2/48 each May 18; 3/48 each Aug 18 and Nov 18; 4/48 each Mar 10 thereafter until fully vested | Quarterly vesting creates regular sale windows; service‑based vesting only |
| 2023 RSUs (117,813 total at grant) | 2/48 each May 18; 3/48 each Aug 18; 3/48 each Nov 18; 4/48 each Mar 10 annually | Ongoing quarterly vesting cadence |
| 2022 RSUs (31,708 total at grant) | 4/48 vested May 18, 2022; 3/48 each Aug 18, Nov 18, Mar 18, May 18 thereafter | Quarterly vesting cycle |
| 2024 Options (131,578) | 1/48 monthly from Apr 6, 2024; $7.07 strike; expires Mar 6, 2034 | At 12/31/2024, stock was $6.49, making these options OTM, reducing near‑term exercise pressure |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue ($000s) | $127,950 | $164,036 | $193,015 | $200,453 |
| Net Income ($000s) | $3,027 | $2,484 | ($12,148) | ($6,020) |
| $100 TSR Value (Company) | $86.99 | $54.42 | $48.61 | $34.59 |
| $100 TSR Value (Peer Group) | $91.40 | $82.14 | $85.92 | $85.43 |
Bonus metrics and outcomes: 2024 revenue exceeded 2023; corporate goal attainment was 90% for revenue and 53% for adjusted EBITDA; NEO payout at 79% of target for Yan’s weighting .
Compensation Committee Context
- Independent comp consultant (Meridian) engaged to review competitiveness; fees ~$58,137 in 2024; peer survey targeted cash around 50th percentile and LT equity between 50th–75th percentile .
- 2024 Say‑on‑Pay approval was ~85.8% of votes cast; shareholders previously preferred annual say‑on‑pay (99.5% in 2023), with next say‑on‑pay in 2026 per company schedule .
Related Policies and Red Flags
- Clawbacks compliant with Dodd‑Frank and SOX 304; no tax gross‑ups disclosed; no option repricing disclosed; hedging/pledging prohibited, reducing alignment violations risk .
- Related party transactions section exists; no specific Yan‑related transactions are disclosed in the excerpt provided .
Investment Implications
- Alignment: Yan’s ~5% beneficial stake and prohibition on hedging/pledging suggests strong long‑term alignment; ongoing quarterly RSU vesting creates predictable sell windows but near‑term option exercise pressure is limited given 12/31/2024 stock price of $6.49 vs recent option strikes up to $17.00 .
- Pay‑for‑Performance: 2024 bonus tied 70% to revenue and 30% to adjusted EBITDA with 79% payout, reflecting above‑trend revenue growth but weaker EBITDA target attainment; equity mix balanced between options and RSUs indicates both upside participation and retention focus .
- Retention/CIC Economics: Double‑trigger CIC benefits (18 months base + 100% target bonus + full acceleration) and single‑trigger severance outside CIC suggest moderate protection; payouts quantified for Yan provide transparency on exit scenarios .
- Governance: Dual CTO/director role reduces independence but is mitigated by majority‑independent board, Lead Independent Director, and independent committees; attendance and committee structures appear robust .
- Trading Signals: Quarterly RSU vest dates (May 18, Aug 18, Nov 18, Mar 10) may correlate with insider sell pressure; options largely OTM at year‑end reduce exercise‑driven selling, though price moves can change this dynamic .