Jennifer M. Johansen
About Jennifer M. Johansen
Jennifer M. Johansen is Vice President—Quality, Regulatory & Government Affairs at Cyanotech, serving in this role since January 2010 after joining the company in 2003; she is 52 years old, with over 20 years of quality and regulatory experience and prior medical research work at the University of Washington . She is a Preventive Controls Qualified Individual, and holds a BA in Psychology with a minor in Organic Chemistry from the University of Oregon, earned on a full athletic scholarship . Company performance context during the most recent years shows negative net income and weak TSR, which frames incentive alignment dynamics for Cyanotech executives generally .
Company performance indicators (context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 Investment (TSR) ($) | $27 | $9 | $11 |
| Net Income (Loss) ($000s) | $(3,440) | $(5,267) | $(3,203) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyanotech | Quality department (joined the company), later VP—Quality, Regulatory & Government Affairs | Joined 2003; VP since Jan 2010 | Built and led quality and regulatory functions supporting long-term compliance and product integrity |
| University of Washington | Medical research | Not disclosed | Scientific and research foundation relevant to quality/regulatory oversight |
External Roles
| Organization | Role | Years | Scope/Notes |
|---|---|---|---|
| Algae Biomass Organization | Director | Not disclosed | Industry advocacy and standards influence |
| Regulatory Affairs Professional Society (RAPS) | Member | Not disclosed | Professional regulatory standards engagement |
| Kona Kohala Chamber of Commerce (KKCC) | Chair; serves on Economic Development and Government Affairs Committees | Not disclosed | Regional economic and policy engagement |
Fixed Compensation
- For non-CEO executive officers (including Ms. Johansen), the company sets base salaries using annual market salary surveys targeted at the median and considers experience, capability, responsibility and company needs .
- The 2025 proxy does not disclose Ms. Johansen’s specific base salary or cash compensation, as she is not a Named Executive Officer (NEO) and is not covered by the Summary Compensation Table .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual incentive plan (executive officers and key personnel) | Company profitability (plan funded as a percentage of profit before taxes; executives assigned to tiers) | 2/3 cash; 1/3 RSUs | Not disclosed | FY 2025: NEO bonuses not accrued or paid (company-level disclosure) | FY 2025: NEOs—none; Ms. Johansen’s payout not disclosed | RSUs vest ratably over three years |
| Equity awards cadence | Annual grants under 2016 Plan; periodic RSU grants to all employees every three years | Not applicable | Not disclosed | Not disclosed | Not disclosed | Vesting subject to award terms; minimum vesting provisions were removed in 2025 plan amendment |
Notes:
- The company’s Compensation Committee administers the 2016 Plan and designs incentives to align management interests with long-term shareholder value .
- Ms. Johansen’s specific equity grants, if any, and realized/pending payouts are not disclosed in the proxy (only CEO and CFO awards appear in tables) .
Equity Ownership & Alignment
- Personal beneficial ownership: The 2025 proxy’s “Security Ownership of Directors and Management” table does not list Ms. Johansen among named holders; her personal share ownership, options, RSUs, exercisable/unexercisable breakdown, and pledging status are not disclosed .
- Stock ownership guidelines: No executive ownership guideline disclosure found for Ms. Johansen or for executives generally in the proxy .
- Insider trading policy/blackout windows: The company avoids granting stock options during blackout periods and around filings; RSUs are exempt from exercise-price timing constraints .
- Company equity plan context (not personal): As of March 31, 2025, there were 339,638 shares subject to outstanding options/RSUs, weighted average exercise price $2.09, and 1,237,031 shares available for future grant under stockholder-approved plans (632,905 under 2016 Plan; 604,126 under 2024 Director Plan) .
Employment Terms
| Term | Ms. Johansen Status | Detail |
|---|---|---|
| Employment agreement | None | The proxy states no other executive officer has an employment agreement; executives are at-will |
| Severance provisions | Not disclosed | Only CEO severance is described; no multiple disclosed for Ms. Johansen |
| Change-in-control (equity) | Plan-based acceleration allowed | Under 2016 Plan, awards may be accelerated upon a Change in Control with a Double Trigger, or be assumed/substituted/cashed out per plan terms |
| Non-compete / Non-solicit | Not disclosed | No specific covenant disclosure for Ms. Johansen in the proxy |
| Clawback provisions | Not disclosed | No clawback policy disclosure specific to executives identified |
| Hedging/Pledging | Not disclosed | No explicit restrictions disclosed beyond option grant timing/blackouts |
Compensation Structure Analysis
- Pay-for-performance emphasis: Incentive pool funded by profit before taxes, with a cash/equity mix and tiered participation, signaling alignment with profitability rather than revenue/EBITDA growth metrics .
- Equity design changes: In 2025, the Compensation Committee amended the 2016 Plan to remove minimum vesting provisions and ratified prior awards exceeding plan limits—this increases flexibility but reduces structural guardrails on vesting stringency, potentially weakening retention lock-ins for some grants .
- Peer benchmarking: The company targets base salaries at market median using purchased salary surveys (Hawaii and California comparables), rather than a named compensation peer group benchmarking to TSR or size percentiles .
- Say-on-pay frequency: Board recommends advisory say-on-pay votes every three years, consistent with long-term orientation and to reduce administrative costs .
Performance & Track Record
- Role execution: Long-serving leader of quality/regulatory and government affairs, with external leadership roles in algae industry and regional commerce, supporting compliance and market legitimacy .
- Company outcomes context: Recent years reflect persistent net losses and very low TSR values for FY 2024–2025, which may temper incentive realizations tied to profitability-focused plans .
Investment Implications
- Alignment: Ms. Johansen’s long tenure overseeing quality/regulatory suggests operational continuity and compliance strength; however, lack of individual compensation and ownership disclosure limits direct assessment of her “skin-in-the-game” alignment .
- Retention risk: As an at-will executive without a disclosed employment agreement or severance multiple, Ms. Johansen’s retention levers rely more on ongoing RSU/option incentives and role fit; the 2016 Plan’s removal of minimum vesting provisions could reduce retention rigidity for future awards .
- Trading signals: Absent Form 4 activity or beneficial ownership data for Ms. Johansen, there are no identifiable insider selling/pledging signals; option grant timing safeguards and blackout restrictions reduce grant timing concerns, but provide no visibility on personal transactions .
- Pay-for-performance: Profitability-centric bonus funding and three-year RSU vesting are structurally aligned with long-term turnaround, yet company-level losses and weak TSR in FY 2024–2025 imply limited near-term variable pay realization across executives, potentially curbing selling pressure from vesting events .