David M. Mulder
About David M. Mulder
Independent director appointed May 17, 2016; age 64. Owner of CFO Pinch Hitters, Inc. (interim CFO roles), former EVP & CFO of Reiter Affiliated Companies (2012–2019), chairman of FreSeguro, Inc. (Hawaiian captive). Prior roles include CEO of Biolase (public medical device), CFO of Salton during its growth, Fruit of the Loom EMEA lead; began at Arthur Andersen (CPA) and holds an MBA from Duke’s Fuqua School of Business. Chair of the Audit Committee and designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K; classified as independent under OTCQB rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reiter Affiliated Companies | EVP & CFO | 2012–2019 | Led finance for global agriculture operations |
| Biolase | Chief Executive Officer | Not disclosed | Led a public international medical device company |
| Salton | Chief Financial Officer | Not disclosed | CFO during period when company doubled size with George Foreman grill globalization |
| Fruit of the Loom | Head of EMEA Division | Not disclosed | Regional leadership across Europe, Middle East, Africa |
| Arthur Andersen | Consulting & Audit (CPA) | Early career | Earned CPA; audit/consulting foundation |
External Roles
| Organization | Public/Private | Role | Status/Focus |
|---|---|---|---|
| CFO Pinch Hitters, Inc. | Private | Owner; Interim CFO for multiple clients | Current |
| FreSeguro, Inc. (Hawaiian captive) | Private | Chairman of the Board | Current |
Board Governance
| Committee | Role (Mulder) | Composition | Meetings (FY2024) | Meetings (FY2025) |
|---|---|---|---|---|
| Audit | Chair; Audit Committee Financial Expert (Item 407(d)(5)) | Mulder (Chair), Vied (FY2025) | 6 | 5 |
| Compensation | Not a member | Vied (Chair), Davis (FY2025) | Not disclosed | 2 |
| Nominating & Corporate Governance | Not a member | Davis (Chair), Vied (FY2025) | Not disclosed | 1 |
| Board Activity | FY2024 | FY2025 |
|---|---|---|
| Board meetings held | 6 | 4 |
| Director attendance rate | 100% | 100% |
- Independence: Board determined all nominees other than the CEO are independent under OTCQB Listing Rule Section 1.1(9) .
- Executive sessions: Independent directors meet in executive session as needed .
- Audit Committee mandates include oversight of financial reporting, auditor appointment/independence, internal controls, risk, and review/approval of related-party transactions .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $32,000 | $32,000 |
| Stock Awards ($) | $32,000 | $32,000 |
| Option Awards ($) | — | — |
| Total ($) | $64,000 | $64,000 |
| Equity Grant Detail | FY2024 | FY2025 |
|---|---|---|
| Restricted shares granted (count) | 40,506 (grant date: Aug 25, 2023) | 39,506 (grant date: Sep 4, 2024) |
- Program structure: Independent directors receive $32,000 annual cash fee and restricted shares equivalent to $32,000; Chairman receives $40,000 cash and $30,000 restricted shares; fees paid quarterly .
Performance Compensation
| Component | Disclosure |
|---|---|
| Performance-linked director pay (PSUs, performance options, cash bonus) | Not disclosed; director table shows only cash fees and restricted stock, no option awards |
Other Directorships & Interlocks
| Company/Organization | Public Company Board? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Current public company directorships | None disclosed in proxy biography | — | No interlocks via public boards identified |
| Biolase | Public (prior executive role) | Former CEO | Prior executive role; not disclosed as current director |
| Salton | Then public (prior executive role) | Former CFO | Prior executive role; not disclosed as current director |
- Compensation Committee interlocks: None; no executive officer served on another company’s compensation committee where CYAN’s compensation committee members are executives .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep finance, audit, and internal control oversight .
- CPA (Arthur Andersen) and MBA (Duke Fuqua) underpin strong technical accounting and governance skill set .
- Diverse industry experience (agriculture, consumer/wholesale, distribution, medical devices) with international operating exposure (EMEA leadership) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 159,468 |
| Approximate percent of outstanding | 2.2% |
| Shares outstanding reference date | 7,232,217 as of June 27, 2025 |
| Beneficial ownership methodology | Includes options/warrants exercisable on or within 60 days of June 27, 2025 |
- Section 16(a) compliance: Company believes its directors and officers filed all required Forms 3/4/5 on a timely basis in FY2025 .
Governance Assessment
- Board effectiveness: Mulder’s finance pedigree and audit leadership, combined with “financial expert” designation, strengthen oversight of reporting, controls, and auditor independence. Attendance is exemplary (100% of board and applicable committee meetings) supporting engagement and reliability .
- Alignment: Modest director compensation with a balanced cash/equity mix ($32k cash/$32k RSUs) aligns with shareholder interests while avoiding outsized guaranteed pay; no performance-based director pay that could skew near-term incentives .
- Independence/conflicts: Mulder is classified as independent; no related-party transactions involving him are disclosed in the proxy. The Audit Committee he chairs reviews and approves related-party transactions, salient given the company’s material financing with an entity affiliated with the Board Chair (Mr. Davis) .
- Auditor oversight: Under Mulder’s chairmanship, the Audit Committee transitioned auditor coverage (Grant Thornton historically; BPM selected/approved for FY2026), with documented review of independence and quality controls—positive process discipline signal .
- Say-on-pay cadence: Board recommends triennial say-on-pay frequency, emphasizing long-term orientation; neutral to positive governance signal for a small-cap with resource constraints .
RED FLAGS
- No director-specific red flags disclosed for Mulder (no pledging/hedging or related-party dealings). Monitor the ongoing related-party financing with the Board Chair for governance optics; Audit Committee review mitigates but does not eliminate perceived conflict risk .