Gerald R. Cysewski
About Gerald R. Cysewski
Gerald R. “Gerry” Cysewski, PhD, co-founded Cyanotech in 1983 and currently serves as Chief Executive Officer Emeritus and Chief Scientific Officer. He is 76 years old, holds a PhD in Chemical Engineering from UC Berkeley, and previously served in roles including CEO (1990–2008; 2016–2018; 2019–2022), President (2016–2018; 2019), and CSO (pre‑2016; 2018–2019; 2022–present) . Company performance context during the latest two fiscal years shows 5.0% net sales growth and a reduced net loss in FY2025 versus FY2024, but very weak cumulative TSR over the 2021–2025 measurement window used for pay-versus-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cyanotech Corporation | Co‑Founder; various roles including Vice Chairman/Scientific Director; President & CEO; President; CEO; CEO Emeritus & CSO | 1983–present; CEO 1990–2008; CEO 2016–2018; President 2019; CEO 2019–2022; CEO Emeritus & CSO since 6/16/2022 | Leadership across science and operations; returned to stabilize leadership; ongoing scientific oversight |
| Battelle Northwest | Group Leader, Microalgae R&D | 1980–1982 | Led microalgae research at a major contract R&D firm |
| University of California, Santa Barbara | Assistant Professor, Chemical & Nuclear Engineering | 1976–1980 | NSF‑funded research to develop culture system for blue‑green algae |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Battelle Northwest | Group Leader, Microalgae R&D | 1980–1982 | External R&D leadership pre‑Cyanotech |
| University of California, Santa Barbara | Assistant Professor | 1976–1980 | Academic research foundation for later industrial microalgae scale‑up |
Fixed Compensation
Multi-year Summary Compensation Table data for Dr. Cysewski:
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $81,538 | $40,000 | $42,308 |
| Bonus | — | — | — |
| Stock Awards | $4,684 | $7,356 | $6,483 |
| Option Awards | — | — | — |
| Non‑Equity Incentive Plan | — | — | — |
| All Other | — | — | — |
| Total | $86,222 | $47,356 | $48,791 |
Notes:
- The company states executive bonuses are discretionary and tied to profitability; no FY2025 bonus paid to NEOs (including Cysewski) .
Performance Compensation
Pay program mechanics and payout outcomes:
- Annual incentive design: Based on company profitability; funded as a percentage of profit before taxes; paid two‑thirds in cash and one‑third in RSUs that vest ratably over three years. For FY2025, no bonuses were accrued or paid to NEOs .
- Equity awards and grant timing: Options/RSUs not granted during blackout windows; options generally avoid MNPI timing; RSUs not subject to exercise‑price timing constraints .
- Plan CoC treatment: Under the 2016 Plan, awards may accelerate upon a Change in Control with a double‑trigger; alternatives include assumption/substitution or cash‑out at the Company’s discretion .
Performance compensation detail (available disclosures):
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual incentive (FY2025) | Company profitability (PBT funding) | Not disclosed | Not disclosed | Profitability below threshold | 0% (no bonus paid) | RSUs (when paid) vest over 3 years |
Pay vs. Performance (Compensation Actually Paid) – Dr. Cysewski:
| Year | CAP to Cysewski (USD) |
|---|---|
| 2023 | $99,153 |
| 2024 | $48,932 |
| 2025 | $45,345 |
Company TSR in the Item 402(v) table (value of $100 initial investment):
| Year | TSR Value of $100 |
|---|---|
| 2023 | $27 |
| 2024 | $9 |
| 2025 | $11 |
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Basis | Options/RSUs Outstanding |
|---|---|---|---|---|
| June 28, 2024 | 142,522 | 2.1% | 6,948,379 shares | None disclosed (no outstanding options) |
| June 27, 2025 | 145,962 | 2.0% | 7,232,217 shares | None disclosed (no outstanding options) |
Additional alignment / risk notes:
- Pledging/hedging: No pledging or hedging by Dr. Cysewski is disclosed in the proxy; the Insider Trading Policy and grant‑timing practices are summarized (no option grants during blackout windows) .
- Ownership guidelines: No executive stock ownership guidelines are disclosed for executives in the cited materials .
Employment Terms
- Status: The proxy states no employment agreements for executive officers other than the CEO; others are at‑will employees, which includes Dr. Cysewski .
- Severance and CoC: No individual severance or CoC multiples disclosed for Dr. Cysewski. Equity plan‑level CoC provisions (potential acceleration with double trigger) apply to awards generally; Dr. Cysewski had no outstanding options at FY2025 year‑end .
- Clawback/tax gross‑ups: Not disclosed in the cited documents.
- Section 16 compliance: The company reports timely Section 16 filings in FY2025 .
Performance & Track Record (Context During Recent Tenure)
Company operating results:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net sales (USD ‘000) | $23,071 | $24,215 |
| Net (loss) income (USD ‘000) | $(5,267) | $(3,203) |
| Gross margin (%) | 25.8% | 28.4% |
| Operating loss (USD ‘000) | $(4,592) | $(2,508) |
Management commentary highlights for FY2025 noted 5% revenue growth, nearly 3‑point gross margin improvement, and ~45% reduction in operating loss vs FY2024, while remaining cautious on macro/tariff risks . The 10‑K discloses going‑concern risk and covenant non‑compliance at year‑end, underscoring execution risk and financing constraints .
Compensation Committee Analysis (governance context)
- Members: David L. Vied (Chair), Michael A. Davis; committee members are independent under OTCQB rules .
- Program objectives: Align pay with company objectives and sustainable profitability; annual incentive based on profitability; equity awards intended to align with long‑term shareholder interests .
- Say‑on‑pay frequency: Board recommends every three years; frequency vote on the ballot in 2025 .
Investment Implications
- Alignment: Dr. Cysewski’s ~2% ownership (145,962 shares as of June 27, 2025) suggests meaningful alignment despite low cash compensation; absence of outstanding options reduces forced‑exercise pressure and lowers near‑term selling incentives .
- Incentive intensity: With no FY2025 bonus paid and limited recent equity grant disclosure specific to him (no listed options outstanding), his direct pay‑for‑performance sensitivity appears modest; broader plan ties bonuses to profitability with three‑year RSU vesting when earned .
- Retention/transition risk: At‑will status with no individualized severance could modestly raise transition risk for the CSO role; however, his Emeritus/CSO designation and long institutional history bode for continuity in scientific oversight .
- Trading/overhang: No pledging disclosures and no outstanding options for Dr. Cysewski reduce technical selling overhang; company‑wide blackout policy mitigates grant‑timing concerns .
- Execution risk: Despite operational improvements in FY2025, the company reports going‑concern uncertainty and covenant issues; TSR history in the pay‑versus‑performance table is weak, reinforcing the need for sustained profitability to unlock incentive pay and support equity value recovery .