Ping Rawson
About Ping Rawson
Ping W. Rawson (age 49) is Chief Financial Officer of Dyadic International (since June 2019), serving as principal financial and accounting officer. She previously was Dyadic’s Chief Accounting Officer and Director of Financial Reporting, and before Dyadic held roles at ADT Security Services (technical accounting), NextEra Energy (accounting research), and Deloitte (audit/SEC reporting specialist). She holds an MBA (Finance) and M.S. (Accounting) from SUNY Buffalo and a B.S. in Economics from Guangdong University of Foreign Studies; she also serves on the boards of MGO Global (Nasdaq: MGOL; Audit Chair) and Nerds on Site (CSE/OTC) . During her tenure, Dyadic’s pay-versus-performance TSR measure (value of a fixed $100 investment) was $22.86 (2022), $29.93 (2023), and $39.77 (2024), while net losses narrowed from ~$9.7M (2022) to ~$5.8M (2024) . Revenues increased from $2.40M (FY21) to $3.50M (FY24)*.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dyadic International | Chief Financial Officer | Jun 2019 – Present | Principal financial and accounting officer responsible for finance, accounting, tax and treasury |
| Dyadic International | Chief Accounting Officer | Mar 2018 – Jun 2019 | Oversaw accounting; promoted to CFO in June 2019 |
| Dyadic International | Director of Financial Reporting | Jun 2016 – Mar 2018 | Led SEC and financial reporting |
| ADT Security Services | Technical accounting management | Not disclosed | Led accounting and financial reporting workstream for acquisition/integration/restructuring |
| NextEra Energy (FPL) | Accounting research principal | Not disclosed | Accounting research and new standards implementation |
| Deloitte (NYC) | Manager, specialist in derivatives/financial instruments | Not disclosed | Audit, SEC reporting, capital markets advisory to large financials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MGO Global, Inc. (MGOL) | Director; Audit Committee Chair | Not disclosed | Public company directorship |
| Nerds on Site Inc. (CSE: NERD; OTC: NOSUF) | Director | Not disclosed | Public company directorship |
Fixed Compensation
| Year | Base salary ($) | All other compensation ($) | Notes |
|---|---|---|---|
| 2024 | 266,437 | 13,324 (401k) | 2025 Rawson Agreement sets base at $269,024 effective Nov 8, 2024 |
| 2023 | 258,677 | 10,365 (401k) | Base increased in 2024 |
Performance Compensation
Annual Bonus (cash + RSUs)
| Year | Target bonus % | Performance metrics (weighting) | Actual cash bonus ($) | RSUs (shares) | RSU FMV ($) | Grant date | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Up to 25% of base | Company results (50%); Individual goals (50%) | 28,920 | 20,776 | 36,150 | Jan 2, 2025 | RSUs vested in full on grant date |
| 2023 | Not specified (discretionary) | Discretionary; historically 50/50 weighting used for executives | 22,796 | 35,366 | 56,586 | Mar 13, 2024 | RSUs vested in full on grant date |
- A late Form 4 was filed on April 15, 2024 for Ms. Rawson reporting a grant of RSUs (administrative timing issue) .
Equity Awards (Options)
| Year | Option grant FMV ($) | Grant date | Vesting | Notes |
|---|---|---|---|---|
| 2024 | 74,296 | Jan 2, 2024 | Vests 25% annually over 4 years | Standard time-based vesting |
| 2023 | 63,703 | Jan 3, 2023 | Vests 25% annually over 4 years | Standard time-based vesting |
- Outstanding awards as of Dec 31, 2024 include multiple option tranches with exercise prices from ~$1.38–$6.26 and expirations predominantly 2026–2034; vesting terms are generally four-year ratable (see detailed award schedule) .
Equity Ownership & Alignment
| As of | Common shares held | Options exercisable within 60 days | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| Apr 24, 2025 | 140,993 | 679,390 | 820,383 | 2.7% |
| Apr 17, 2024 | 120,217 | 604,390 | 724,607 | 2.4% |
| Apr 14, 2023 | 84,851 | 529,390 | 614,241 | 2.1% |
- Pledging/hedging: The company has not adopted a specific hedging policy; insider trading policy covers transactions and requires prior approval for derivatives; no pledging disclosure for Ms. Rawson .
- Stock ownership guidelines: Not disclosed for executives in recent proxies.
Employment Terms
- Agreement: Dyadic entered into the Rawson Employment Agreement on November 8, 2024 .
- Compensation eligibility: Base salary $269,024; annual target bonus up to 25% of base (50% company results, 50% individual goals); annual equity awards anticipated (stock options). Bonuses may be paid in cash or a mix of cash, options, and RSUs at the Compensation Committee’s discretion .
- Severance: If terminated by the company without cause or by Ms. Rawson for good reason, subject to release and covenants, she is eligible for (i) a pro rata portion of target bonus (discretionary) and (ii) continuation of base salary and welfare benefits for 12 months; includes 1-year post-termination non-compete and 2-year non-solicit of employees, vendors, and customers .
- Change in control: Prior proxy disclosure stated eligibility for 12 months’ salary if services are no longer required due to a change of control or termination without cause (superseded or supplemented by the 2024 agreement summary) .
- Clawback/tax gross-ups: No specific clawback or gross-up provisions disclosed in proxy sections reviewed.
Performance & Track Record
Company TSR and Net Loss (Pay vs Performance disclosure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 investment (TSR) | 81.78 | 22.86 | 29.93 | 39.77 |
| Net Loss ($) | 13,070,251 | 9,735,258 | 6,795,461 | 5,809,159 |
Revenues (Fiscal years)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 2,403,831* | 2,930,303* | 2,898,806* | 3,495,389* |
*Values retrieved from S&P Global.
Compensation Committee & Governance Notes
- Compensation Committee: Chaired by Patrick Lucy; members include Patrick Lucy and Seth J. Herbst, M.D.; Jack L. Kaye serves on the Compensation Committee; all committee members determined independent under Nasdaq rules .
- Consultant usage: The company notes it engages compensation specialists from time to time; no consultant was engaged in 2024 (covering 2023) or 2024 (covering 2024) analyses disclosed .
- Section 16(a) compliance: One late Form 4 on April 15, 2024 for RSU grants for Ms. Rawson (and others) was noted .
Investment Implications
- Alignment and retention: Rawson’s ownership rose from 2.1% (2023) to 2.7% (2025), with 679k options currently exercisable; this represents meaningful skin-in-the-game for a micro-cap and supports alignment, though most exposure is option-based rather than outright shares .
- Incentive design: Annual bonus is modest (25% target) and tied 50/50 to company results and individual goals; long-term incentives are primarily time-based options vesting over four years, suggesting retention focus but limited explicit performance-vesting levers at the CFO level .
- Potential selling pressure: Annual RSU bonuses vest immediately on grant (e.g., 20,776 RSUs on Jan 2, 2025 and 35,366 RSUs on Mar 13, 2024), which can prompt sale-to-cover tax events shortly after vesting; one late Form 4 for RSUs was disclosed in April 2024 .
- Severance/CIC economics: Protection equals 12 months of salary (plus pro rata target bonus at committee discretion) with post-termination restrictive covenants—adequate retention but not excessive; no accelerated vesting or large CIC multipliers disclosed for the CFO, limiting parachute risk .
- Governance risk checks: No pledging policy disclosure; no formal executive ownership guidelines disclosed; the company lacks a specific hedging policy though insider trading policy governs and requires pre-approval—neutral to slightly negative for best-practice alignment .
- Pay-for-performance context: Revenue has grown off a small base while net losses narrowed meaningfully since 2022; TSR remains depressed versus 2021 levels, indicating investor skepticism despite operational progress—bonus determinations remain largely discretionary, reducing the clarity of performance linkage .