Vera Imper
Cytek BiosciencesAbout Vera Imper
Independent director at Cytek Biosciences since December 2021; age 63 as of April 21, 2025. Background includes senior business development leadership at Roche Molecular Solutions (Vice President & Head, 2018–2021) and Becton Dickinson Biosciences (Vice President, Worldwide Business Development, 2009–2017). Education: Ph.D. in Bioinorganic Chemistry, M.S. in Physical and Organic Chemistry, and B.S. in Pharmacy and Biochemistry (University of Zagreb). Classified as independent under Nasdaq rules; Board met eight times in 2024 and each director attended at least 75% of meetings and applicable committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche Molecular Solutions | Vice President & Head, Business Development | Jan 2018 – Nov 2021 | Senior BD leadership; industry network |
| Becton Dickinson Biosciences | Vice President, Worldwide Business Development | May 2009 – Oct 2017 | Global BD oversight; strategic partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in CTKB proxies |
Board Governance
- Committee assignments (2024): Chair, Nominating & Corporate Governance; Member, Compensation (effective June 5, 2024). Audit Committee membership not listed for Imper .
- Independence: Board determined all committee members (including Imper) meet Nasdaq independence standards .
- Attendance and engagement: Board met eight times in 2024; each director attended ≥75% of Board and committee meetings; committee meeting counts: Audit (5), Compensation (6), Nominating & Corporate Governance (4) .
- Lead Independent Director: Deborah Neff appointed LID February 5, 2025; previously Jack Ball .
- Evaluation: Annual Board/committee performance assessments overseen by Nominating & Corporate Governance Committee (chaired by Imper) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $55,000 | $64,286 |
| Cash Retainer Structure (policy) | Board retainer $50,000; chairs/members: Audit chair $20,000/member $10,000; Compensation chair $15,000/member $7,500; Nominating chair $10,000/member $5,000 (effective July 1, 2023; paid quarterly, pro-rated) | Same structure applicable in 2024 |
Notes: Imper’s 2024 cash fees reflect pro-ration and committee changes (added Compensation Committee mid-year while chairing Nominating & Corporate Governance) .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards (RSUs) – Grant-Date Fair Value ($) | — (annual awards were options only pre-7/1/2023) | $89,995 |
| Option Awards – Grant-Date Fair Value ($) | $160,000 | $89,996 |
| Annual Director Equity Policy | Pre-7/1/2023: $160,000 options, 1-year vest; Post-7/1/2023: $180,000 split 50% options/50% RSUs, vest on 1-year anniversary | Annual $180,000 split 50% options/50% RSUs; options/RSUs vest on 1-year anniversary (time-based) |
| Initial Director Equity Policy | Pre-7/1/2023: $300,000 options, vest monthly over 36 months; Post-7/1/2023: $300,000 split 50% options/50% RSUs; options vest monthly over 36 months; RSUs vest quarterly over 3 years | Same initial policy post-7/1/2023; time-based vesting schedules |
| Change-in-Control Treatment | All outstanding non-employee director options fully vest upon change in control (service through date required) | Same provision remains in effect |
Performance metrics: None disclosed for director equity grants; awards are time-vested, not tied to financial/ESG performance targets .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member served as an officer/employee in 2024; no reciprocal interlocks reported .
- Compensation consultant: Meridian provides market benchmarking; director pay reviewed every two years; 2023 survey led to increases in cash retainer and equity values to align near median .
Expertise & Qualifications
- Technical/industry: Extensive biotechnology industry experience with global business development leadership at Roche and BD; supports contributions to nomination/governance and compensation oversight .
- Education: Ph.D. Bioinorganic Chemistry; M.S. Physical and Organic Chemistry; B.S. Pharmacy and Biochemistry (University of Zagreb) .
- Board qualification: Independent director; chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Ownership Detail | 2024 (as of Mar 31, 2024) | 2025 (as of Mar 31, 2025) |
|---|---|---|
| Beneficially Owned Shares | 48,031; less than 1% of outstanding | 84,629; less than 1% of outstanding |
| Footnote Details | Not fully shown in excerpt; directors’ beneficial ownership includes exercisable within 60 days | Consists of shares issuable pursuant to options exercisable within 60 days; no common shares listed in footnote for Imper |
| Outstanding Director Equity (12/31/2024) | Options: 107,705; RSUs: 15,706 | Same reporting date (12/31/2024) |
| Hedging/Pledging | Company policy prohibits hedging, pledging, short sales for directors/employees |
Note: Applicable outstanding shares used for percentage determinations: 131,254,181 (2024) and 127,599,142 (2025). Tables indicate “less than 1%” for Imper .
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 (advisory vote on 2023 compensation) | 63,537,386 | 10,476,039 | 78,949 | 23,010,427 |
| 2025 (advisory vote on 2024 compensation) | 76,368,883 | 5,630,057 | 4,141 | 21,866,390 |
Strong approval in 2025 suggests constructive investor sentiment toward compensation practices .
Related Party Transactions and Conflicts
- Policy: Board-adopted related party transaction policy; Audit Committee reviews transactions >$120,000 for arm’s-length terms and material interests .
- Disclosures: No Imper-specific related-party transactions disclosed; indemnification agreements standard for directors/officers .
- Governance codes: Code of Business Conduct and Ethics and Corporate Governance Guidelines emphasize conflicts oversight; stockholder communications process in place .
Compensation Structure Analysis
- Mix shift: Director equity moved from options-only (pre-7/1/2023) to a 50/50 RSU/options mix, reducing risk and increasing guaranteed time-based value; annual cash retainer increased from $40,000 to $50,000 effective July 1, 2023 .
- Guaranteed vs at-risk: Time-based vesting dominates director pay; no performance-conditioned metrics for directors (contrast with NEOs where revenue and adjusted EBITDA are key measures) .
- Change-in-control: Full vesting of non-employee director options on change-in-control; standard but can be shareholder-sensitive if perceived as entrenchment .
Governance Assessment
- Strengths:
- Independent director with relevant biotech BD expertise; chairs Nominating & Corporate Governance, indicating trust in governance acumen .
- Documented independence; hedging/pledging prohibitions support alignment; attendance at least 75% with structured evaluations .
- Transparent director compensation policy with external benchmarking (Meridian) and periodic refresh .
- Potential red flags and monitoring items:
- Automatic full vesting of director options upon change-in-control (monitor shareholder views on single-trigger vesting) .
- Beneficial ownership largely through near-term exercisable options; continue monitoring for increased direct stock holdings to enhance “skin-in-the-game” perception .
- Net view: Imper’s governance role and independence, combined with committee leadership and adequate attendance, support board effectiveness; compensation structure is market-aligned but largely time-based, with limited performance linkage for directors .