David L. Vied
About David L. Vied
David L. Vied (age 64) has served as an independent director of Cyanotech since January 27, 2015. He is Global Sector Leader, Medical Devices & Diagnostics at Korn Ferry and holds a B.A. in Communication Studies (California State University, Sacramento) and an M.S. in Labor and Industrial Relations (University of North Texas). He is independent under OTCQB rules and served on Audit and Nominating & Corporate Governance Committees, chairing the Compensation Committee; he attended 100% of Board and committee meetings in FY2025 and FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other global recruiting/talent advisory firms | Leadership roles | Not disclosed | Corporate organization/management experience cited by Board |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Korn Ferry | Global Sector Leader, Medical Devices & Diagnostics | Current | Sector leadership in medtech/diagnostics executive talent |
Board Governance
| Aspect | Detail |
|---|---|
| Independence | Determined independent under OTCQB Section 1.1(9) (CEO not independent) |
| Committees | Audit (member) ; Nominating & Corporate Governance (member) ; Compensation (Chair) |
| Attendance | 100% of Board and assigned committees in FY2025; Board met 4x, Audit 5x, Nominating 1x, Compensation 2x |
| Prior year cadence | FY2024 Board met 6x; Audit 6x; Nominating 2x; Compensation 3x; 100% attendance |
| Executive sessions | Independents meet in executive session “as needed” (2025) ; “at least twice annually” (2024) |
| Governance documents | Charters and Codes available on company website; Board separates Chair/CEO roles; small board noted |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash retainer ($) | $32,000 | $32,000 |
| Total director cash received ($) | $32,000 (no options) | $32,000 (no options) |
Notes: Independent directors receive $32,000 annual cash; Board Chair receives $40,000 (Vied is not Chair) .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting/Lock-up |
|---|---|---|---|---|
| Aug 25, 2023 | Restricted stock | 40,506 | $32,000 | Non-transferable for 6 months under 2024 Director Stock Plan |
| Sep 4, 2024 | Restricted stock | 39,506 | $32,000 | Non-transferable for 6 months under 2024 Director Stock Plan |
Committee Chair fees: Not separately disclosed for Compensation Chair; annual equity grant of $32,000 for independent directors; Chair receives $30,000 in equity (applies to Board Chair) .
Performance metric oversight (Compensation Committee framework for NEOs, chaired by Vied):
| Metric | Description | Applies To |
|---|---|---|
| Profit before taxes (percentage-funded plan) | Annual incentive funding tied to PBT; mix two-thirds cash, one-third RSUs vesting over 3 years | |
| Market-based salary surveys | Base salaries targeted to median of surveys (Hawaii/California markets) | |
| Equity incentives (2016 Plan) | Annual equity awards; change-in-control provisions and potential acceleration under double trigger | |
| FY2025 NEO bonus outcome | No bonus accrued/paid for FY2025 performance |
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| None disclosed in CYAN DEF 14A 2024/2025 | — | — | Proxy biographies list no other public company directorships for Vied |
Expertise & Qualifications
- Corporate organization/management expertise relevant to compensation and governance oversight .
- Sector specialization in medical devices & diagnostics through Korn Ferry role .
- Education: B.A., Communication Studies (CSU Sacramento); M.S., Labor & Industrial Relations (University of North Texas) .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial shares | 135,632 | 181,138 |
| Approximate percent ownership | 2.0% | 2.5% |
| Options outstanding | Includes options to purchase 6,000 shares | Includes options to purchase 6,000 shares |
Section 16(a) compliance: Directors and officers filed timely ownership reports per company’s review (FY2024/FY2025) .
Governance Assessment
- Strengths: Independent status; Compensation Committee Chair role; full attendance; charters/codes and separation of Chair/CEO support governance quality .
- Compensation discipline: FY2025 NEO bonuses not paid (profit-driven plan), indicating adherence to performance gating under Vied’s committee leadership .
- Ownership alignment: Annual restricted stock grants ($32k) plus personal holdings (181,138 shares) provide aligned incentives; options modest at 6,000 shares .
- RED FLAGS:
- Related-party financing with Board Chair (Michael A. Davis): $1.0M note and $3.0M revolver outstanding as of Mar 31, 2025; maturities in 2026–2027—potential conflict oversight requires continued vigilance by independent directors/committees .
- Executive sessions cadence changed from “at least twice annually” to “as needed,” which could reduce formalized independent oversight frequency if not actively scheduled .
- Say-on-pay frequency recommendation of three years may be viewed as less responsive by some investors preferring annual feedback cycles .
- Other signals: Small board acknowledged; risk oversight allocated across committees; insider trading policy referenced (filed as an exhibit) .