Kiu Cu Seng
About Kiu Cu Seng
Kiu Cu Seng (age 36) was appointed Chief Financial Officer, Executive Director, and Secretary of Cyclacel Pharmaceuticals on February 26, 2025, bringing significant public-company accounting and audit experience; he holds a Diploma in Accounting (2009) and a bachelor’s degree with Honors in Accounting (2013) from Kuala Lumpur Infrastructure University institutions . He previously served as CFO of Energem Corp. (through its March 14, 2024 business combination) and as Group Accountant for several Malaysia-listed companies focusing on group consolidation . As context for the operating backdrop pre-dating his tenure, Cyclacel’s pay-versus-performance table shows cumulative TSR deterioration and continued net losses through FY2024 .
Company performance context (pre-appointment):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment based on cumulative TSR | $17.15 | $4.58 | $0.64 |
| Net Loss (USD, thousands) | $(21,198) | $(22,555) | $(11,212) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Energem Corp. (pre-business combination with Graphjet) | Chief Financial Officer | 2021-08-12 to 2024-03-14 | Led public-company finance through SPAC lifecycle and business combination; public company reporting . |
| BCM Alliance Bhd; Sanichi Technology Bhd; Trive Property Group Bhd | Group Accountant | Since 2021-03 | Group consolidation for multiple listed groups . |
| SBY & Partners PLT (Siew Boon Yeong & Associates) | Manager | 2019-06 to 2021-02 | Audit and assurance leadership for public/private clients . |
| Siew Boon Yeong & Associates | Senior Auditor | 2017-06 to 2019-02 | Senior audit execution for multi-industry clients . |
| Z. AMIN | Semi-senior auditor | 2016-12 to 2017-06 | Corporate compliance/audit support . |
| YTS & Associate | Auditor | 2013 to 2016-12 | Foundational audit work for public and private entities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Energem Corp. | CFO (public company) | 2021-08-12 to 2024-03-14 | Through de-SPAC transaction with Graphjet . |
| BCM Alliance Bhd; Sanichi Technology Bhd; Trive Property Group Bhd | Group Accountant | Since 2021-03 | Malaysia-listed issuers; group consolidation . |
Fixed Compensation
- Executive compensation for Kiu upon appointment “may be entitled to compensation which has not yet been determined” (no base salary/bonus disclosed as of appointment) .
- Director compensation program for FY2025 (fixed monthly fee, disclosed as “Annual Amount”): CEO $60,000; CFO $6,000; Other non‑management board members $12,000 .
| Component | FY 2025 Terms |
|---|---|
| CFO Director Retainer (Annual Amount) | $6,000 |
| Executive Cash Comp (Base salary, target bonus) | Not yet determined/disclosed |
Performance Compensation
No performance-based metrics, targets, weightings, payouts, or vesting schedules have been disclosed for Kiu as of the 2025 proxy/8‑K record dates .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Kiu | — | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership (as of April 24, 2025 record date): Kiu reported no common or preferred share ownership in the Security Ownership table .
- New equity plan capacity and outstanding awards (company-wide, not specific to Kiu): 339,000 options outstanding (WAE price $13.46), 32,666 RSUs; board sought to add 4,281,987 shares to the 2018 Plan (from 483,041 available at record date) .
- Plan “New Plan Benefits” showed no awards granted to Kiu to date .
- Company policy prohibits hedging transactions by employees, officers, and directors; no pledging policy disclosure identified .
| Item | Detail |
|---|---|
| Shares owned (common) | — (none reported) |
| Ownership % of common | — (none reported) |
| Options/RSUs (Kiu) | None disclosed/granted to date |
| Shares pledged | Not disclosed (no pledging policy identified) |
| Hedging policy | Hedging prohibited for employees/officers/directors |
Employment Terms
| Term | Detail |
|---|---|
| Start date / Tenure | Appointed Feb 26, 2025; <1 year as of this writing . |
| Role(s) | CFO; Executive Director; Secretary . |
| Contract term/expiration; auto-renewal | Not disclosed . |
| Severance / Change‑of‑Control | Not disclosed for Kiu; prior executive CIC/termination arrangements “have terminated” (legacy plans) . |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed . |
| Clawback / Tax gross‑ups | Not disclosed for Kiu . |
Board Governance
- Board service: Appointed Executive Director on Feb 26, 2025; nominated as Class 2 director with a term through the 2027 annual meeting if re‑elected .
- Committees: Audit (Chair: Kwang Fock Chong; members: Inigo A. Laurduraj; Dr. S.W.N. Krishnan), Compensation (Chair: Laurduraj; members: Chong; Krishnan), Nominating (Chair: Krishnan; members: Chong; Laurduraj). Kiu is an executive director and is not listed on these committees .
- Independence: The board determined Chong, Krishnan, and Laurduraj are independent; Kiu is not independent as an executive .
- Leadership and control: CEO Datuk Dr. Doris Wong serves as Chairman; she beneficially controls a majority of common shares (51.06% as of 4/24/25), indicating controlled-company dynamics and potential independence concerns (CEO/Chair dual role; controlling stockholder) .
| Board Service | Class | Term end (if re‑elected) | Committees |
|---|---|---|---|
| Executive Director (Kiu Cu Seng) | Class 2 | 2027 annual meeting | None listed |
Director Compensation (for reference)
- Board program (FY2025): “Annual Amount” retainers—CEO $60,000; CFO $6,000; Other non‑management board members $12,000 .
- 2024 director compensation (legacy board) included cash fees and modest equity; not applicable to Kiu (joined in 2025) .
Performance & Track Record
- Career highlights: CFO of Energem Corp. during public-company phase and de‑SPAC; extensive audit background across Asia-Pacific and China engagements; group consolidation experience for multiple listed entities .
- Company backdrop at entry: Cyclacel had persistent net losses and severely negative cumulative TSR through FY2024 (see table above), underscoring an execution and capital market challenge environment Kiu inherits .
Compensation Structure Analysis
- Shift/structure: As of the 8‑K (Feb 27, 2025), the company had not yet determined Kiu’s executive compensation; no salary, bonus targets, equity awards, or performance metrics were disclosed, limiting view on pay-for-performance alignment .
- Equity incentives: The company sought substantial replenishment of equity plan capacity (+4,281,987 shares) while outstanding equity overhang was modest pre‑increase; no awards to Kiu as of record, suggesting potential forthcoming equity grants post-shareholder approval .
- Clawbacks/COC/Severance: No Kiu-specific provisions disclosed; legacy executive CIC/severance provisions had terminated, implying new leadership packages may start from a clean slate .
Risk Indicators & Red Flags
- Governance concentration: CEO is also Chairman; controlling shareholder status (51.06%) creates governance/independence considerations even with independent committees .
- Executive-director dual role: CFO also serves on the board and as corporate Secretary—further centralizing influence and reducing separation between management and oversight .
- Dilution and future supply: Proposed 2018 Plan share increase (+4,281,987) may enable sizable equity grants; while overhang was low at record date, future grants could introduce supply over time .
- Hedging policy: Hedging prohibited; pledging policy not disclosed—lack of explicit pledging prohibition can be an alignment gap if not addressed .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation scheduled; no outcomes disclosed in the proxy. Historical approval percentages not provided in the cited materials .
Compensation Committee & Peer Practices
- Committee composition: Independent directors (Chong, Laurduraj, Krishnan) oversee compensation .
- Consultant use: The committee has authority and historically engages external consultants to benchmark and assess compensation programs .
Equity Plan Snapshot (Company‑wide, as of record date)
| Item | Value |
|---|---|
| Options outstanding (count; WAE price; WAE life) | 339,000; $13.46; 7.82 years |
| RSUs outstanding | 32,666 |
| Shares available under 2018 Plan (record date) | 483,041 |
| Proposed increase to 2018 Plan | +4,281,987 shares (subject to stockholder approval) |
Investment Implications
- Alignment and selling pressure: With no reported share ownership and no awards yet granted to Kiu as of April 24, 2025, near-term insider selling pressure from his holdings appears minimal; however, post‑approval equity awards could introduce future vest‑related supply if performance or service conditions are met .
- Retention and incentive design: Absence of disclosed salary/bonus/metrics makes retention and performance alignment opaque; forthcoming compensation terms will be critical for evaluating execution incentives in a turnaround context marked by historical losses and weak TSR .
- Governance risk premium: CEO/Chair dual role and majority control may warrant a governance discount despite committee independence; CFO’s board seat and Secretary role further concentrate authority, increasing reliance on independent directors/committees for effective oversight .
- Watch items: Outcome of 2018 Plan share increase, initial equity grants to new leadership (including any performance conditions), say‑on‑pay vote, and any subsequent insider ownership accumulation by Kiu to enhance alignment .
Appendix: Board Service and Independence Details
- Appointed to the board Feb 26, 2025; Class 2 nominee up to 2027 annual meeting if re‑elected .
- Independent directors and committee chairs: Audit (Chair: Chong), Compensation (Chair: Laurduraj), Nominating (Chair: Krishnan) .
- CEO/Chair dual role acknowledged by board; leadership structure reviewed on an ongoing basis .
- Majority shareholder: CEO Datuk Dr. Doris Wong holds 51.06% of common shares as of 4/24/25 .