Richard Chin
Cytek BiosciencesAbout Richard Chin
Richard Chin, M.D., age 58, is a Class I director nominee at Cytek Biosciences (CTKB). If elected at the June 18, 2025 annual meeting, he will serve a three‑year term ending at the 2028 annual meeting and has been determined to be independent under Nasdaq standards; he is expected to join the Nominating & Corporate Governance Committee upon election . Dr. Chin is Managing Director of Ascendant Venture LLC (since 2021), CEO and board member of AdoraPet Biosciences (since 2022), and previously served as CEO and director of Kindred Biosciences (2012–2021) and CEO of OXiGENE (2006–2008); he holds an A.B. in Biology from Harvard College, M.A. and B.A. in Law from Oxford University, and an M.D. from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kindred Biosciences, Inc. (public; acquired by Elanco 2021) | Chief Executive Officer and Board Member | 2012–2021 | Led companion animal biotech through acquisition by Elanco |
| Institute for OneWorld Health (non‑profit biotech) | Chief Executive Officer | 2008–2011 | Focused on neglected diseases |
| OXiGENE, Inc. (public biotech) | Chief Executive Officer | 2006–2008 | Oncology/ophthalmology vascular targeting drugs |
| Various prior clinical development/medical affairs roles | Executive/Leader | Prior to 2006 | Not specified |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ascendant Venture LLC (family office/venture studio) | Managing Director | 2021–Present | Incubated several life sciences companies |
| AdoraPet Biosciences, Inc. | Chief Executive Officer and Board Member | 2022–Present | Biotechnology startup focused on pets |
| Bio Usawa Inc. | Director | Current | Private biosciences company |
| VETmAb Biosciences, Inc. | Director | Current | Private biosciences company |
| Lifeguard Biosciences, Inc. | Director | Current | Private biosciences company |
| Center for Asian American Media | Director | Current | Non‑profit |
| Sand Mandala Foundation | Director | Current | Non‑profit |
Board Governance
- Board structure: Classified board with three classes; seven directors currently; Deborah Neff appointed Lead Independent Director effective Feb 5, 2025; Board Chair is CEO Wenbin Jiang, Ph.D. .
- Independence: Board determined Richard Chin, M.D. is independent (Nasdaq standards) and nominated as Class I director; current independent directors include Ball, Hardison, Holder, Imper, Neff .
- Committees (2024 activity and expected post‑meeting composition):
- Audit Committee: Members in 2024 — Holder (Chair), Ball, Neff; 5 meetings .
- Compensation Committee: Members in 2024 — Ball (Chair), Hardison, Imper; 6 meetings; after the 2025 annual meeting, Holder to join and Hardison to depart .
- Nominating & Corporate Governance Committee: Members in 2024 — Imper (Chair), Hardison, Neff; 4 meetings; if elected, Dr. Chin will join and Hardison will depart post‑meeting .
- Meetings & attendance: The Board met eight times in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Risk oversight and evaluations: Board oversees strategy and cybersecurity; Audit oversees financial risk and related‑party reviews; Compensation monitors risk in comp programs; Nominating & Governance oversees governance guidelines and annual board/committee assessments .
- Conduct and trading policies: Code of Business Conduct and Ethics in place; Insider Trading Policy prohibits hedging, pledging, short sales, and derivatives for directors, officers, employees, and related parties .
Fixed Compensation
Non‑employee director compensation policy (effective updates in 2023, applicable to 2024–2025):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Increased from $40,000 effective July 1, 2023 . |
| Lead Independent Director (additional cash) | $30,000 | Annual . |
| Audit Chair / Member (cash) | $20,000 / $10,000 | Chair does not also receive member fee . |
| Compensation Chair / Member (cash) | $15,000 / $7,500 | Chair only receives chair fee . |
| Nominating & Governance Chair / Member (cash) | $10,000 / $5,000 | Chair only receives chair fee . |
| Meeting Fees | None | Directors reimbursed for expenses; no per‑meeting fees . |
Notes:
- Cash is paid quarterly in arrears and prorated for partial service .
Performance Compensation
Director equity compensation structure:
| Grant Type | Value | Mix | Vesting |
|---|---|---|---|
| Initial grant for new directors | $300,000 | 50% stock options / 50% RSUs | Options vest monthly over 3 years; RSUs vest quarterly over 3 years . |
| Annual grant for continuing directors | $180,000 | 50% stock options / 50% RSUs | Annual equity vests on the one‑year anniversary of grant . |
| Change‑in‑control treatment | — | — | All outstanding non‑employee director options vest upon a change in control, subject to service through the change in control date . |
There are no performance‑based (TSR/financial metric) equity awards disclosed for directors; equity is time‑vested under the policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Richard Chin in CTKB’s proxy . |
| Current private company boards | Bio Usawa Inc.; VETmAb Biosciences, Inc.; Lifeguard Biosciences, Inc. . |
| Non‑profit boards | Center for Asian American Media; Sand Mandala Foundation . |
| Prior public company boards | Kindred Biosciences, Inc. (CEO and director); OXiGENE, Inc. (CEO) . |
| Potential interlocks | No interlocks with CTKB committees disclosed; Compensation Committee interlocks section reports no interlocks among CTKB insiders in 2024 . |
Expertise & Qualifications
- Industry/functional expertise: Extensive biotech executive experience (CEO roles across public and nonprofit biotech), clinical development/medical affairs leadership .
- Education: A.B. Biology (Harvard College), M.A. & B.A. in Law (Oxford), M.D. (Harvard Medical School) .
- Board role fit: Nominated to Nominating & Corporate Governance Committee; independence affirmed by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As‑of Date | Notes |
|---|---|---|---|---|
| Richard Chin, M.D. (director nominee) | 0 | 0.00% | March 31, 2025 | Listed as nominee; no shares reported . |
| Hedging/Pledging | Prohibited | — | Policy level | Company policy bans hedging, pledging, short sales by directors and related parties . |
Fixed/Variable Director Compensation (Reference – 2024 actuals for sitting directors)
| Director | Cash Fees (2024) | RSUs (Grant Date Value) | Options (Grant Date Value) | Total |
|---|---|---|---|---|
| Deborah Neff | $65,000 | $89,995 | $89,996 | $244,992 |
| Jack Ball | $105,000 | $89,995 | $89,996 | $284,992 |
| Michael Holder (joined 6/5/24) | $40,000 | $150,000 | $149,997 | $339,997 |
| Vera Imper, Ph.D. | $64,286 | $89,995 | $89,996 | $244,278 |
| Don Hardison | $62,500 | $89,995 | $89,996 | $242,492 |
Note: Dr. Chin was a nominee in 2025 and did not have 2024 director compensation at CTKB .
Related-Party and Conflicts Controls
- Related‑party transactions policy: Audit Committee reviews/approves any related‑party transactions >$120,000; considers arm’s‑length terms and extent of any related party’s interest .
- Insider trading/hedging: Explicit prohibition on hedging, pledging, short sales, and derivatives by directors and related parties .
- No specific related‑party transactions involving Dr. Chin are disclosed in the 2025 proxy; any such transactions would be covered by the policy if applicable .
Say‑on‑Pay & Shareholder Feedback (Context for governance quality)
- 2024 say‑on‑pay support: 85.8% “FOR” at the 2024 annual meeting, which the company interpreted as general support for its executive compensation program .
- Frequency: In 2023, 99.5% of votes supported an annual say‑on‑pay frequency; next say‑on‑pay planned for 2026 .
Governance Assessment
-
Positives
- Independence affirmed; slated for Nominating & Corporate Governance Committee, reinforcing board refreshment and oversight of governance practices .
- Deep biotech CEO experience across public and private settings; advanced scientific and legal training (MD; Oxford law degrees), adding relevant domain and governance breadth .
- Robust trading and governance policies (hedging/pledging ban; related‑party review by Audit Committee); clear committee independence and charters .
- Lead Independent Director structure in place (Deborah Neff) to counterbalance combined CEO/Chair model .
-
Watch items / potential risks
- Time commitments: Concurrent CEO role at AdoraPet and multiple private/non‑profit boards could constrain availability; monitor attendance and engagement post‑election (Board standard in 2024 was ≥75% attendance) .
- Alignment at entry: As of March 31, 2025, Dr. Chin reported no CTKB share ownership; alignment expected to increase through director equity grants (initial $300k; annual $180k; both 50% options/50% RSUs) but monitor actual accumulation and holding behavior over time .
- Combined CEO/Chair remains a structural governance consideration; mitigated by lead independent director and independent committees .
-
Overall view
- Dr. Chin’s industry credentials and independence are supportive of board effectiveness in governance and strategy. Primary investor‑confidence sensitivities relate to bandwidth across roles and initial lack of ownership (addressable via equity program), with governance mitigants (lead independent director, strong committee structure, hedging/pledging ban) already in place .