Jiny Kim
About Jiny Kim
Jiny Kim, MBA, age 48, has served as an independent director of CytoSorbents since April 2022; she holds an MBA from MIT Sloan and dual degrees from the University of Pennsylvania (Wharton B.S. in Economics; B.A. in Political Science) and brings executive-level medical device experience across Bausch Health’s Solta Medical, Zimmer Biomet, LivaNova, and Johnson & Johnson’s Ethicon . She is qualified for the Board based on extensive operating leadership in medical devices and currently is deemed independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solta Medical (Bausch Health) | Senior Vice President | Sep 2023–present | Senior leadership in aesthetics devices; strategic and P&L responsibility |
| Zimmer Biomet | Vice President; General Manager, Smart Implants | Jun 2021–Aug 2023 | Led end-to-end program and product management for orthopedic Smart Implants |
| LivaNova | Vice President, Global Strategic Marketing; Chief of Staff to GM (Neuromodulation & Depression) | Feb 2020–May 2021 | Global strategic marketing leadership; support to GM on business execution |
| Ethicon (Johnson & Johnson Medical Devices) | Roles in U.S. Sales & Marketing, Business Development (Licensing & Acquisition), Strategic Global Marketing | 2011–2020 | Commercial, BD, and global marketing experience across medtech portfolio |
External Roles
- No public company directorships disclosed for the past five years for Ms. Kim; her biography lists only operating roles, not board seats .
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Michael Bator); the Compensation Committee held one meeting in 2024 and all members attended .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Alan Sobel); the committee held one meeting in 2024 and all members attended .
- Not an Audit Committee member; Audit Committee (Chair: Alan Sobel) held six meetings in 2024 with full attendance by its members .
- Board independence: The Board determined Ms. Kim is independent under Nasdaq listing standards .
- Attendance: The Board held 15 meetings in 2024; no incumbent director attended fewer than 75% of Board and committee meetings during their service period .
- Board leadership: Independent non-executive Chairman (Michael Bator) leads executive sessions of independent directors and governance oversight .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2022 | 51,813 | Under fee schedule with annual retainer + committee fees; no meeting fees |
| 2023 | 54,982 | Same schedule effective Jan 1, 2023 |
| 2024 | 65,042 | Same schedule; Compensation analysis deferred in 2024 |
- Director fee schedule (effective Jan 1, 2023): Chairman retainer $77,168; non-employee director retainer $38,584; committee chair fees $26,458 per committee; non-chair committee member fees $13,299 per committee; plus reimbursement of out-of-pocket expenses and an annual equity grant .
Performance Compensation
| Year | Equity Type | Grant Date | Shares/Options | Exercise Price | Expiration | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2022 | RSUs | Apr 5, 2022 | 69,300 | — | — | Vest only upon “Change in Control” per 2014 LTIP; settled in common stock upon vesting | — |
| 2022 | Options | Apr 5, 2022 | 17,250 | $3.09 | Apr 5, 2032 | Quarterly installments; fully vested on first anniversary | — |
| 2022 | Options | Aug 10, 2022 | 18,975 | $1.95 | Aug 10, 2032 | 25% on grant; 25% on 9/30/22; 25% on 12/31/22; 25% on 3/31/23 | 54,166 |
| 2023 | Options | Jul 7, 2023 | 20,000 | $3.53 | Jul 7, 2033 | 100% vest on first anniversary of award | 46,814 |
| 2024 | Options | Apr 2, 2024 | 22,000 | $0.9550 | Apr 2, 2034 | Four equal quarterly installments over one year | 14,160 |
- Valuation inputs (2024 grants; ASC 718 Black-Scholes): exercise price range $0.84–$1.19; expected life 6 years; volatility 75.6%–80.1%; dividends 0%; risk-free rate 3.60%–4.65% .
- No director stock awards (RSUs/PSUs) in 2023–2024; equity compensation comprised of time-based options; 2022 RSUs carry change-of-control vesting only .
- Compensation Committee deferred broader board/executive compensation analysis in 2024, indicating a cautious stance on pay changes .
Performance Metrics Table (Director Equity)
| Metric Category | 2022 | 2023 | 2024 |
|---|---|---|---|
| Pay instruments tied to revenue/EBITDA/TSR | None disclosed | None disclosed | None disclosed |
| Vesting dependency | Time-based options; RSUs vest on change-of-control | Time-based options (1-year cliff) | Time-based options (quarterly over 1-year) |
| Clawbacks | Company had not implemented retroactive compensation recovery policy as of FY2024 | Company had not implemented retroactive compensation recovery policy as of FY2024 | Company had not implemented retroactive compensation recovery policy as of FY2024 |
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards (past 5 years) | None disclosed for Ms. Kim | Biographies list operating roles only |
| Compensation Committee interlocks | None | No relationships requiring related-party disclosure; no executive officer cross-directorships in 2024 |
Expertise & Qualifications
- Medical device operating leadership (Smart Implants, neuromodulation, aesthetics) with end-to-end program and product management experience .
- Strategic marketing, business development (licensing/acquisition), and global commercialization capabilities from J&J Ethicon and LivaNova .
- Academic credentials: MIT Sloan MBA; Wharton B.S. Economics; UPenn B.A. Political Science .
Equity Ownership
| Holder | Beneficial Shares | Ownership % | Breakdown |
|---|---|---|---|
| Jiny Kim, MBA | 89,375 | <1% (of 62,610,376 shares outstanding) | Includes 8,519 common shares; 2,631 Series B right warrants; 78,225 shares subject to stock options exercisable within 60 days |
- Hedging and pledging of company stock are prohibited for directors under company policy .
Governance Assessment
- Board effectiveness: Kim contributes medtech operating depth across multiple device segments; as Compensation Committee member and Nominating & Corporate Governance Committee member, she participates in pay-setting oversight and director nominations; both committees had full attendance in 2024, supporting engagement .
- Independence and attendance: Nasdaq independence confirmed; Board met 15 times in 2024 with no director under 75% attendance; governance structure features an independent non-executive Chairman leading executive sessions, enhancing oversight .
- Pay-for-performance alignment: Director equity is time-based options without operating or TSR performance metrics; 2022 RSUs vest only upon change-of-control, which may incentivize sale outcomes rather than operating performance—investors should monitor the prevalence of such awards in future proxies .
- Compensation mix trend: Equity grant fair value declined from $46,814 (2023) to $14,160 (2024) while cash fees rose, indicating a shift toward cash-heavy compensation amidst the committee’s decision to defer broader compensation analysis in 2024 .
- Conflicts/related-party exposure: No related party transactions in 2024 and no committee interlocks reported; policies require Audit Committee approval for any related person transactions ≥$120,000, reducing conflict risk .
- Shareholder sentiment: 2025 say‑on‑pay was approved (For 18,189,951; Against 1,720,512; Abstain 2,741,091), and Ms. Kim was re‑elected with 21,388,189 For votes—indicating investor support amid ongoing oversight responsibilities .
RED FLAGS and Watch Items
- Change‑in‑control RSUs granted in 2022 to Ms. Kim (69,300 units) vest only upon a sale event; monitor for future grants with sale‑biased vesting that may misalign with long‑term operating performance .
- Absence of clawback policy for retroactive compensation adjustments as of FY2024; adoption status should be tracked given evolving regulatory expectations .