Wenbin Jiang
Cytek BiosciencesAbout Wenbin Jiang
Wenbin Jiang, Ph.D., is Cytek Biosciences’ co‑founder, Chief Executive Officer, President, and Chairman of the Board, serving since December 2014; he is 61 years old and holds a Ph.D. in Electrical Engineering from UC Santa Barbara, with more than 100 U.S. patents and 50+ peer‑reviewed papers . Under his tenure, the company emphasizes pay‑for‑performance with revenue and adjusted EBITDA as primary measures; 2024 revenue was $200.5 million and net income was a loss of $6.0 million, while the pay‑versus‑performance TSR metric shows a $100 investment valued at $34.59 in 2024, reflecting pressure on shareholder returns . The Board maintains CEO dual‑role governance with a Lead Independent Director (Deborah Neff, effective Feb 5, 2025) to counterbalance independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cytek Biosciences, Inc. | Chief Executive Officer, President, Director | Since Dec 2014 | Founder‑led execution with full‑spectrum flow cytometry platform; Board chair role centralizes strategic alignment |
| E2O Communications, Inc. | Co‑founder | 1998–2004 | Built fiber‑optic subsystems business; acquired by JDS Uniphase in 2004, demonstrating value creation via exit |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UC Santa Barbara Foundation | Board of Trustees | Current | Academic network and technology ecosystem connectivity |
| Institute for Energy Efficiency, UCSB | Director’s Council | Current | Access to innovation pipeline and applied research insights |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $524,435 | $578,000 | $599,083 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Cash Bonus Paid (USD) | $394,375 | $311,378 | $472,677 |
Notes
- 2024 base salary set at $600,000 (paid $599,083) and target bonus at 100% of salary; bonus outcome reflects corporate goal achievement .
- 2024 bonus determination: 90% achievement on revenue goal (70% weight) and 53% achievement on adjusted EBITDA goal (30% weight) led to 79% payout for executive officers; CEO payout aligns to these plan results .
Performance Compensation
2024 annual incentive design prioritized revenue and adjusted EBITDA.
| Metric | Weighting | Actual Achievement | Payout Impact |
|---|---|---|---|
| Revenue Goal | 70% | 90% | Contributed to 79% payout (CEO plan uses these weights) |
| Adjusted EBITDA Goal | 30% | 53% | Contributed to 79% payout (CEO plan uses these weights) |
Long‑Term Equity Mix and Vesting (Refresh Grants)
- Policy: Annual refresh equity awards split 50% options, 50% RSUs to align with peer practices and manage dilution; options at FMV; RSUs vest quarterly; options vest monthly .
- 2024 CEO grants: 526,315 options at $7.07 strike (10‑year term) and 353,606 RSUs; options vest 1/48 monthly starting April 6, 2024; RSUs vest 2/48 on May 18, 2024, 3/48 on Aug 18 and Nov 18 each year, and 4/48 on Mar 10 each year thereafter .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,094,266 shares; 4.74% of outstanding |
| Ownership Breakdown | 5,224,911 common shares + 869,355 shares via options exercisable/RSUs vesting within 60 days of Mar 31, 2025 |
| Hedging/Pledging | Prohibited for all directors/officers under Insider Trading Policy (short sales, options, hedging, margin accounts, pledges) |
| Outstanding CEO Equity (as of Dec 31, 2024) | See detailed tables below |
Outstanding CEO Options and RSUs
| Grant Date | Options: Exercisable | Options: Unexercisable | Strike | Expiration | RSUs: Unvested (#) | RSU Grant (#) | RSU MV at 12/31/24 ($) |
|---|---|---|---|---|---|---|---|
| 07/24/2020 | 106,664 | — | $0.92 | 07/24/2030 | — | — | — |
| 07/22/2021 | 213,541 | 36,459 | $17.00 | 07/22/2031 | — | — | — |
| 02/28/2022 | 118,969 | 44,189 | $13.64 | 02/28/2032 | 31,546 | 108,137 | $204,734 |
| 03/03/2023 | 124,643 | 160,257 | $10.61 | 03/03/2033 | 109,961 | 188,501 | $713,647 |
| 03/06/2024 | 98,684 | 427,631 | $7.07 | 03/06/2034 | 294,673 | 353,606 | $1,912,428 |
Vesting cadence for recent grants
- 2023 options: 1/48 monthly starting Apr 3, 2023; RSUs: staggered 2/48 on May 18 and 3/48 on Aug 18 and Nov 18 annually; 4/48 on Mar 10 annually .
- 2024 options: 1/48 monthly starting Apr 6, 2024; RSUs: 2/48 on May 18 annually; 3/48 on Aug 18 and Nov 18 annually; 4/48 on Mar 10 annually .
Signals for potential selling pressure
- Quarterly RSU vest dates on/around Mar 10, May 18, Aug 18, Nov 18 may add supply from executive vesting; hedging/pledging prohibited, but standard post‑vesting liquidity could occur .
Employment Terms
Severance Benefit Plan (amended Feb 2024) for CEO
- Termination outside change‑in‑control (CIC) period: 12 months base salary + 12 months COBRA .
- Termination during CIC period (double‑trigger): 24 months base salary + 100% target bonus + 24 months COBRA + 100% acceleration of unvested equity (performance‑based awards vest at target) .
- Estimated December 31, 2024 benefits (illustrative): Outside CIC—$600,000 cash + $26,737 COBRA; During CIC—$1,800,000 cash + $53,474 COBRA + $2,830,808 equity acceleration .
- Clawback: Dodd‑Frank compliant incentive compensation recoupment policy and Sarbanes‑Oxley §304 reimbursement obligations where applicable .
Board Governance
- Role: CEO and Chairman of the Board (dual role) .
- Board structure: Classified board; Jiang is Class III director, term to 2027 .
- Lead Independent Director: Deborah Neff, effective Feb 5, 2025 .
- Independence: Board determined five directors are independent; CEO is not independent .
- Committees: CEO not listed on Audit, Compensation, or Nominating committees; committees fully independent with defined charters .
- Attendance: Board met eight times in 2024; all directors attended at least 75% of meetings and assigned committees .
Director Compensation and Policies
- Compensation Committee uses Meridian for independent benchmarking, targets 50th–75th percentile equity and ~50th percentile cash among peers .
- Say‑on‑Pay: 2024 approval was 85.8% in favor .
- Frequency: 2023 vote favored annual Say‑on‑Pay with ~99.5% of votes .
- Insider Trading Policy: Prohibits hedging, pledging, short sales, margin accounts for all directors/officers .
Compensation Peer Group (used for 2024 benchmarking)
- Selected based on revenue ~$85–$550M, market cap ~$$250M–$2.5B, U.S. HQ with West Coast emphasis; includes 10x Genomics, Pacific Biosciences, Quanterix, Adaptive Biotechnologies, Twist Bioscience, Veracyte, NeoGenomics, and others as listed .
Multi‑Year CEO Compensation Mix
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $524,435 | $578,000 | $599,083 |
| Stock Awards (USD) | $1,474,989 | $2,000,000 | $2,499,994 |
| Option Awards (USD) | $1,474,948 | $2,000,000 | $2,499,996 |
| Non‑Equity Incentive (USD) | $394,375 | $311,378 | $472,677 |
| All Other (USD) | $45,395 | $49,864 | $12,921 |
| Total (USD) | $3,914,142 | $4,939,242 | $6,084,671 |
Structure notes
- Equity remains the largest component of pay; 2024 equity target values set at $2.5M RSUs and $2.5M options, with grants made post‑blackout on Mar 6, 2024 .
Performance & Track Record (company metrics used in pay‑versus‑performance)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue ($USD thousands) | $127,950 | $164,036 | $193,015 | $200,453 |
| Net Income ($USD thousands) | $3,027 | $2,484 | ($12,148) | ($6,020) |
| Value of $100 Investment (Company TSR) | $86.99 | $54.42 | $48.61 | $34.59 |
Additional compensation‑linked metrics
- 2024 bonus plan max payout capped at 110% of target .
- 2024 result: revenue must exceed 2023 to receive payout—achieved; aggregate payout factors led to 79% achievement for executive officers .
Compensation & Incentive Detail (2024 Grants of Plan‑Based Awards)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Grant Date Value (USD) |
|---|---|---|---|---|
| Stock Options | 03/06/2024 | 526,315 | $7.07 | $2,499,996 |
| RSUs | 03/06/2024 | 353,606 | — | $2,499,994 |
| Cash Incentive Target | 02/20/2024 | — | — | $600,000 target; $660,000 max |
Related Policies and Controls
- Clawback and Section 304: Adopted and enforced per Dodd‑Frank and Sarbanes‑Oxley .
- Committee Interlocks: No interlocks or insider participation reported for Compensation Committee .
- Equity Award Timing Controls: Grants occur outside blackout with structured vesting; policy on grants close to MNPI disclosure included in proxy .
Investment Implications
- Alignment: High equity weighting with split RSU/option structure, regular quarterly RSU vesting cadence, and options at FMV align executive incentives with shareholder value creation; prohibition on hedging/pledging supports alignment .
- Retention and Transaction Risk: Robust double‑trigger CIC (24 months salary + target bonus + full acceleration) could facilitate leadership continuity through M&A but represents meaningful transactional cost; outside CIC severance is moderate (12 months salary) .
- Governance: CEO+Chair dual role carries oversight risk; Board offsets via Lead Independent Director and independent committees; attendance and process rigor appear adequate per disclosures .
- Trading Signals: Quarterly RSU vest dates (Mar 10/May 18/Aug 18/Nov 18) are predictable supply points; watch for Form 4 filings around these dates; no pledging/hedging mitigates forced‑sale risk .
- Pay‑for‑Performance: Bonus metrics tied to revenue and adjusted EBITDA with below‑target EBITDA achievement in 2024 (53%) suggest near‑term margin focus; 85.8% Say‑on‑Pay approval indicates investor acceptance of the program despite TSR pressure .