Jennifer Miyashiro
Chief Financial Officer, Vice President – Finance and Administration, and Treasurer at CYANOTECH
Executive
About Jennifer Miyashiro
Jennifer A.S. Miyashiro, age 45, was appointed Chief Financial Officer, Vice President – Finance & Administration, and Treasurer of Cyanotech on August 21, 2025; she subsequently signed Sarbanes‑Oxley certifications as Principal Financial Officer on November 10, 2025, confirming her role and responsibilities . She joined Cyanotech in May 2025 as Senior Director of FP&A; previously she spent 2012–2025 at Hawaiian Airlines (most recently Senior Director of Corporate Planning & FP&A) and 2000–2012 at Xilinx in finance roles; she holds an MBA from San José State University and a BS in Accounting from Santa Clara University . Company performance context: Q2 FY26 net sales grew 19.3% year over year with gross margin expanding to 34.3% and operating income positive; trailing-twelve-month net loss improved versus prior year, and the Pay‑vs‑Performance table shows a $11 value of an initial $100 investment for FY2025 (vs $9 FY2024; $27 FY2023) alongside continued net losses, framing recent recovery off a low base .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hawaiian Airlines | Senior Director, Corporate Planning & FP&A (and other leadership roles) | 2012–2025 | Oversaw enterprise-wide financial planning and initiatives |
| Xilinx, Inc. | Finance roles of increasing responsibility | 2000–2012 | Developed expertise in financial management and business operations |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $195,000 annual base salary as CFO (effective with appointment) |
| Annual Bonus Eligibility | Eligible for fiscal year-end bonus per Management Bonus Plan; plan is contingent on Company pretax profit and funded as part of overall management bonus program . Company’s design uses profitability as the funding metric; if funded, payouts are two‑thirds cash and one‑third RSUs vesting ratably over three years . |
| Employment Agreement | No individual employment agreement disclosed; Cyanotech states “No other executive officer has an employment agreement and are at‑will employees” . |
Performance Compensation
| Incentive element | Metric | Design/weighting | Vesting | Target | Actual/Payout status |
|---|---|---|---|---|---|
| Management Bonus Plan | Company profitability (profit before taxes funds plan) | Mix: two‑thirds cash, one‑third RSUs; specific metric weightings not disclosed | RSU portion vests ratably over 3 years | Not disclosed for CFO | FY2025: no NEO bonuses paid; FY2026 not yet determined |
| Stock Options (new CFO grant) | Service-based vesting | 50,000 options; exercise price = closing price on grant date; vesting over 3 years (16,666 year 1; 16,667 years 2–3) | Time-based over 3 years | N/A | Grant authorized “after her appointment”; exact grant date and fair value not yet disclosed in filings through 11/10/2025 |
Equity Ownership & Alignment
| As-of date | Non-derivative shares owned | Derivative holdings | Ownership % of outstanding | Notes |
|---|---|---|---|---|
| September 12, 2025 | 0 (Form 3: “No securities are beneficially owned”) | None reported on Form 3 | 0.0% of 7,232,217 shares outstanding as of June 13, 2025 | Initial Section 16 filing establishes baseline; limited POA for Section 16 compliance executed Aug 21, 2025 |
Alignment policies and constraints
- Hedging and pledging prohibited: Company insider trading policy bans hedging transactions and prohibits holding or pledging Company securities in margin or as loan collateral, reducing misalignment/forced selling risk .
- Rule 10b5‑1 plans: Permitted with pre‑approval, offering a compliant avenue for future diversification or liquidity planning .
- Clawback: Company maintains an incentive‑compensation recoupment policy (effective Oct 2, 2023) applicable to incentive pay tied to financial reporting measures .
Option/Equity Award Details (CFO Appointment Terms)
| Award type | Number of shares/options | Exercise price | Grant date | Vesting schedule | Expiration | Status |
|---|---|---|---|---|---|---|
| Nonqualified stock options | 50,000 | Closing price on date of grant | After appointment; specific date not disclosed in current filings | 3‑year vesting: 16,666 first year; 16,667 each in years 2–3 | Not disclosed | Form 3 on 9/12/2025 shows no beneficial ownership at that time |
Employment Terms
- Start date and titles: Appointed August 21, 2025 as CFO, VP – Finance & Administration, and Treasurer .
- Employment status: At‑will; no separate employment agreement disclosed for CFO (proxy notes only CEO has a specific agreement; “no other executive officer has an employment agreement”) .
- Bonus plan governance: Compensation Committee oversees plan; bonuses generally contingent on profitability and subject to Board discretion .
- Insider compliance infrastructure: SOX 302/906 certifications signed by Miyashiro on Nov 10, 2025; formal POA for Section 16 reporting executed Aug 21, 2025 .
Company Performance Context (for Pay‑for‑Performance)
Recent quarter and TTM (press release)
| Metric | Q2 FY2025 | Q2 FY2026 |
|---|---|---|
| Net Sales ($) | $5,845,000 | $6,976,000 |
| Gross Profit ($) | $1,479,000 | $2,393,000 |
| Gross Margin (%) | 25.3% | 34.3% |
| Operating Income (Loss) ($) | $(975,000) | $190,000 |
| Net Income (Loss) ($) | $(1,150,000) | $1,000 |
Pay vs Performance (proxy table highlights)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR proxy measure) | $27 | $9 | $11 |
| Net (Loss) Income ($ thousands) | $(3,440) | $(5,267) | $(3,203) |
Compensation governance
- Compensation Committee: David L. Vied (Chair), Michael A. Davis .
- Program design emphasizes competitiveness vs similarly sized Hawaii/California companies and links variable pay to profitability; RSUs used to promote ownership .
Investment Implications
- Alignment: Base pay of $195k is modest; upside is via a 50k‑option grant with 3‑year vesting and a profit‑contingent bonus (two‑thirds cash, one‑third RSUs), aligning Miyashiro’s incentives with sustained profitability and equity value creation .
- Retention risk: CFO is at‑will with no disclosed severance/change‑of‑control protection, implying lower contractual retention protections relative to the CEO; near‑term retention relies on role scope and equity/bonus realization .
- Insider selling pressure: As of Sept 12, 2025, Form 3 reports no beneficial ownership; option grant specifics (date/fair value) are not yet reflected in filings, suggesting limited near‑term selling pressure until options are granted and vesting begins (hedging/pledging bans further mitigate risk) .
- Performance setup: Q2 FY26 showed notable revenue growth and margin expansion with a return to operating profitability; if profitability sustains, it could fund FY26 bonuses, signaling management confidence and providing incentive realization potential for the CFO .