Valerie Barnett
Cytek BiosciencesAbout Valerie Barnett
Valerie Barnett, age 50, is Chief Legal Officer (since February 2024) and Corporate Secretary (since April 2021); she previously served as General Counsel from January 2021 to February 2024 . Education: B.A. in Political Science (UC Irvine) and J.D. (Cornell Law School) . Company performance tied to her bonus: 2024 revenue exceeded 2023 and achieved 90% of the Revenue Goal, while adjusted EBITDA achieved 53% of the A‑EBITDA Goal, resulting in a 79% payout for executives including Barnett . Stockholder oversight of compensation remained supportive, with 2024 say‑on‑pay approval at ~85.8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dermira, Inc. | Vice President, Legal and Corporate Secretary | 2015–2020 | Tenure ended upon Dermira’s acquisition by Eli Lilly in 2020 . |
| Fluidigm (Standard BioTools Inc.) | Associate General Counsel | 2011–2015 | Legal counsel at a biotechnology tools company . |
| Wilson Sonsini Goodrich & Rosati | Corporate and securities attorney | Prior to 2011 | Corporate and securities practice . |
External Roles
No public-company director roles or external board positions disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $370,829 | $435,000 | $463,750 |
| Target Bonus (% of Base) | 45% | 45% | 50% |
| Actual Bonus Paid ($) | $139,432 | $140,333 | $182,949 |
| All Other Compensation ($) | $25,722 | $37,061 | $13,794 |
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weighting | Target | Actual Achievement | Payout Factor | Payout Amount |
|---|---|---|---|---|---|
| Revenue | 70% | Not disclosed | 90% | Contributes to 79% overall | $182,949 |
| Adjusted EBITDA | 30% | Not disclosed | 53% | Contributes to 79% overall | $182,949 |
| Total | 100% | — | — | 79% | $182,949 |
Notes: 2024 bonus must exceed 2023 revenue to earn any payout; maximum payout capped at 110% of target . Adjusted EBITDA definition provided in proxy .
2024 Equity Grants (Long‑Term Incentives)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Exercise Price | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 03/06/2024 | 184,210 | $874,998 | $7.07 | 1/48 monthly starting 04/06/2024 |
| RSUs | 03/06/2024 | 123,762 | $874,997 | N/A | 2/48 each May 18; 3/48 each Aug 18 & Nov 18; 4/48 each Mar 10, beginning 2025, until fully vested |
Grant policy: annual refresh awards generally 50% options and 50% RSUs; options priced at 100% of fair market value; RSUs vest quarterly; both under 2021 Equity Incentive Plan .
Equity Ownership & Alignment
Beneficial Ownership (as of 03/31/2025)
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Valerie Barnett | 438,952 | <1% | 73,372 common + 365,580 options/RSUs exercisable/vesting within 60 days |
Company policy prohibits hedging, pledging, short sales, margin accounts, and transactions in derivatives on company stock, reducing misalignment risk .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Instrument | Total Granted | Exercisable | Unexercisable | Exercise Price | Expiration | RSUs Granted | RSUs Unvested | RSUs MV ($) |
|---|---|---|---|---|---|---|---|---|---|
| 03/22/2021 | Option | 133,330 | 120,052 | 2,778 | $4.71 | 03/22/2031 | — | — | — |
| 07/22/2021 | Option | 75,000 | 64,062 | 10,938 | $17.00 | 07/22/2031 | — | — | — |
| 02/28/2022 | Option | 48,671 | 35,488 | 13,183 | $13.64 | 02/28/2032 | 32,258 | 9,410 | $61,071 |
| 03/03/2023 | Option | 89,031 | 38,951 | 50,080 | $10.61 | 03/03/2033 | 58,906 | 34,366 | $223,035 |
| 03/06/2024 | Option | 184,210 | 34,539 | 149,671 | $7.07 | 03/06/2034 | 123,762 | 103,136 | $669,353 |
2024 equity realized: RSUs vested 43,414 shares in 2024; no options exercised in 2024, reducing immediate selling pressure from exercises .
Employment Terms
| Topic | Details |
|---|---|
| Current roles | Chief Legal Officer since Feb 21, 2024; Corporate Secretary since April 2021; General Counsel Jan 2021–Feb 2024 . |
| Base salary trajectory | 2024 base $465,000 (+7% vs 2023 $435,000) . |
| Target bonus | 50% of base in 2024 (was 45% in 2023) . |
| Severance (outside CoC) | C‑level executives: 9 months base salary + 9 months COBRA, subject to release . |
| Change-in-control (double trigger) | If terminated without cause or resign for good reason within CoC period: 18 months base salary + 100% target bonus + 18 months COBRA + 100% acceleration of unvested equity awards (performance awards at target) . |
| Estimated payments (as of 12/31/2024) | Termination not in connection with CoC: $348,750 cash + $26,336 COBRA; In connection with CoC: $930,000 cash + $52,671 COBRA + $958,404 equity acceleration . |
| Clawback | Incentive Compensation Recoupment Policy compliant with Dodd‑Frank; SOX 304 reimbursement obligations for CEO/CFO upon misconduct-related restatement . |
| Hedging/pledging | Prohibited for all insiders (short sales, options, hedges, margin accounts, pledges) . |
Compensation Structure Trends
- Pay mix emphasizes at‑risk compensation: equity grants split ~50% options and ~50% RSUs annually, aligning with shareholder value creation and market competitiveness .
- Cash compensation was increased in 2024 to approach 50th percentile vs peers; Barnett’s base moved from $435k to $465k (+7%), while target bonus rose to 50% upon promotion to CLO .
- 2024 variable pay adjusted downward to 79% of target based on below‑target A‑EBITDA performance, demonstrating linkage to company outcomes .
Say‑on‑Pay & Governance
- Say‑on‑Pay approval: 85.8% support at the 2024 Annual Meeting, indicating continued investor acceptance of executive pay design .
- Compensation Committee and independent consultant (Meridian) used market data to calibrate pay and revised severance plan tiers in 2024 to better align with market practices .
Investment Implications
- Alignment: Strong prohibition on hedging/pledging and substantial unvested RSUs/options create continued alignment; Barnett’s beneficial ownership is 438,952 shares (<1% of outstanding), including near‑term vesting/exercisable components .
- Supply overhang: Quarterly RSU vesting cadence (May 18, Aug 18, Nov 18, Mar 10) plus monthly option vesting may create periodic selling pressure; Barnett had 43,414 RSUs vest in 2024 and no option exercises, implying realized supply primarily from RSUs .
- Retention economics: Double‑trigger CoC benefits (18 months base + target bonus + full equity acceleration) provide retention through certainty but could accelerate equity in a sale, introducing dilution/overhang risk if multiple executives are triggered .
- Pay‑for‑performance: 2024 bonus payout at 79% reinforces linkage to revenue/A‑EBITDA outcomes; continued equity weighting supports longer‑term value creation, though near‑term A‑EBITDA underperformance tempered payouts .
- Governance support: Robust say‑on‑pay approval and market‑aligned severance tiers reduce governance risk; absence of disclosed pledging/related‑party transactions mitigates red flags .