Amy B. Nordin
About Amy B. Nordin
Vice President, Human Resources and Corporate Secretary at Cyanotech (CYAN); age 57. She joined Cyanotech in 2016 as Director of Human Resources and was promoted to VP, Human Resources and Secretary in August 2019. Her background spans 25+ years in operations management across manufacturing, quality, agriculture, and tourism, with Hawaii/Pacific Asia focus; education includes a B.S. in Operations Management (Marian University–Wisconsin), an MBA, a Certificate in Pacific Asian Business, and a Master of Human Resource Management (University of Hawaii–Manoa) . Company context during her tenure: triennial “say-on-pay” frequency recommended by the Board ; FY2023–FY2025 showed negative net income and depressed TSR, framing tight bonus funding and retention dynamics .
Company performance context (financials):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $23,178,000 | $23,071,000 | $24,215,000 |
| EBITDA ($USD) | -$1,135,000* | -$2,810,000* | -$892,000* |
*Values retrieved from S&P Global.
Pay vs performance context (company-level):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – Value of initial $100 investment ($) | $27 | $9 | $11 |
| Net Income (Loss) ($000s) | $(3,440) | $(5,267) | $(3,203) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyanotech | VP, Human Resources; Corporate Secretary | 2019–present | HR leadership and corporate secretary function supporting governance and human capital execution . |
| Cyanotech | Director of Human Resources | 2016–2019 | Built and led HR function during operational transition period . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hamakua Macadamia Nut Company | Director of Operations and Sales | — | Operations and commercial leadership in Hawaii food manufacturing . |
| HPM Building Supply | Operations Manager | — | Managed operations in regional building supply chain . |
| Molded Dimensions Inc. | Quality Manager | — | Led quality systems in manufacturing environment . |
Fixed Compensation
- As a non-NEO, Ms. Nordin’s specific base salary and cash compensation are not individually disclosed in the proxy. The company sets executive base salaries near market median using purchased salary surveys and HR-led benchmarking; exact positioning considers experience, responsibility, and company needs .
- No employment agreement: “No other executive officer has an employment agreement and are at-will employees,” which covers executives other than the CEO (i.e., Ms. Nordin is at-will) .
Performance Compensation
Program design and levers:
| Component | Design | Vesting/Mechanics | Notes |
|---|---|---|---|
| Annual incentive (cash + equity) | Bonus pool funded as a % of profit before taxes; awards tied to company profitability and individual/department performance | Two-thirds cash / one-third RSUs; RSUs vest ratably over 3 years | No bonus accruals/paid to NEOs for FY2025, reflecting profit gating; framework applies to executives and key personnel . |
| Equity incentives (2016 Plan) | Annual equity grants to select executives/key employees; RSU grants to all employees every three years to foster ownership | RSUs vest over 3 years; options typically three-year vest schedules | Plan amended to remove minimum vesting provisions and ratify prior grants exceeding limits; administered by Compensation Committee . |
FY2025 outcome indicator (company-level, informs exec bonus funding):
- NEOs received no FY2025 bonus accruals/payments, indicating plan’s strict profitability gate and likely lean incentive outcomes broadly .
Change-in-control and award treatment (plan-level, generally applicable):
| Trigger | Treatment |
|---|---|
| Change in Control + Double Trigger Event | Company may accelerate exercisability/vesting; may have assumption/continuation/substitution or cash-out of awards; options accelerate on CIC unless assumed/replaced per plan terms . |
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Nordin is not enumerated in the ownership tables. As of June 27, 2025, directors and executive officers as a group (11 persons) owned 34.4% of common stock; 7,232,217 shares outstanding .
- Hedging/pledging: No explicit disclosure of executive hedging or pledging policies/instances for Ms. Nordin found in the proxy; insider trading policy exists and is filed as an exhibit to the FY2025 10-K .
- Section 16 compliance: The company reports directors and executive officers filed required Forms 3/4/5 on a timely basis in FY2025 .
Employment Terms
| Term | Status |
|---|---|
| Employment agreement | None; at-will (no employment agreement for executives other than CEO) . |
| Severance / Change in Control | Not individually disclosed for Ms. Nordin; equity awards would be governed by 2016 Plan CIC provisions (possible acceleration/cash-out/assumption) . |
| Non-compete / Non-solicit | Not disclosed for Ms. Nordin. |
| Clawback | Not disclosed in proxy narrative for executives. |
Compensation Structure Analysis
- Pay-for-performance discipline: Profitability-gated annual incentive plan produced zero NEO bonus accruals for FY2025, indicating tight linkage between cash payouts and earnings generation .
- Increased equity emphasis: Routine RSU usage with 3-year vesting and periodic broad-based RSUs suggests alignment with longer-term retention and shareholder value focus for executives and employees .
- CIC risk-sharing: Double-trigger acceleration flexibility under the equity plan balances retention and acquirer continuity needs; limited disclosure of executive-specific CIC cash severance beyond CEO .
Performance & Track Record (Context)
- Company TSR has been severely negative over the multi-year horizon ($27 → $9 → $11 value from a $100 baseline across FY2023–FY2025), and net losses persisted, underscoring constrained bonus pools and higher retention risk in a turnaround environment .
- Revenues were relatively flat-to-up modestly FY2023–FY2025, while EBITDA remained negative, reinforcing a focus on operational efficiency, talent retention, and cost discipline within HR’s remit .
- Compensation governance: Compensation Committee comprised of independent directors (Chair: David L. Vied; Member: Michael A. Davis) with chartered oversight of bonuses and equity plans .
Investment Implications
- Alignment: The profitability-gated bonus design and three-year RSU vesting imply lower near-term insider selling pressure and stronger long-term alignment; however, absence of individual ownership disclosure for Ms. Nordin limits direct skin-in-the-game assessment .
- Retention risk: At-will status with no enumerated severance for Ms. Nordin, alongside multi-year negative TSR and losses, points to potential retention challenges; the periodic RSU cadence is a mitigating factor .
- Governance/controls: No reported Section 16 filing issues and an established insider trading policy reduce trading red flags, but a lack of explicit anti-pledging/anti-hedging disclosures for executives suggests monitoring is warranted .
- Watch items for trading signals: Track future RSU/option grants and vesting events, plus any Form 4 activity by Ms. Nordin once available; improving profitability (reinstating bonus accruals) would signal easing retention pressure and potentially shift insider trading patterns .