Ivy Zhang
Evofem BiosciencesAbout Ivy Zhang
Ivy Zhang is Chief Financial Officer and Secretary of Evofem, appointed in April 2023; she has 16+ years of finance and accounting experience across pharmaceuticals, medical devices, Big Four audit, and public-company finance, and holds a Master’s in Assurance (Virginia Tech), a Master’s in Economics (University of Victoria, Canada), and is a California CPA . As of October 24, 2025, she is age 48 and one of two executive officers at the company . Her compensation framework is cash‑heavy with a $450,000 annual base salary and a 75% target cash bonus (effective November 8, 2024) under the CFO employment agreement, with equity incentive participation subject to Board approval; note that Evofem granted no equity awards in 2023–2024, limiting equity alignment during that period . 2024 performance objectives for executive bonuses focused on net revenue, a strategic transaction, and capital raising, with management indicating these weighted objectives were achieved and expecting a full payout, subject to Board approval .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evofem Biosciences | Chief Financial Officer & Secretary | Apr 2023–present | Leads FP&A, accounting, audit, tax, controllership, and treasury; principal financial and accounting officer . |
| Evofem Biosciences | Controller (promoted from Director of SEC Reporting & SOX) | Mar 2018–Nov 2022 (Controller from Apr 2020) | Built SEC reporting and SOX compliance; advanced internal controls and reporting capabilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HUYABIO International | Vice President, Controller | Pre–Apr 2023 (returned to EVFM Apr 2023) | Senior controllership leadership prior to rejoining Evofem . |
| Ernst & Young LLP | Finance/Audit positions | ~7 years | Big Four audit/assurance foundation relevant to public company controls . |
| SeaSpine Holdings Corporation | Finance positions | >2.5 years | Public med‑tech finance experience . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary rate (annualized) | $410,000 | $450,000 | 2024 vs 2023 increase: +$40,000 (+9.8%) . |
| Salary actually paid (Summary Compensation Table) | $293,570 | $450,000 | SCT amounts reflect period worked and company actions . |
| Target annual cash bonus (% of base) | 50% | 75% (effective Nov 8, 2024) | Target set by Board; effective date noted . |
Performance Compensation
| Metric | 2023 Target | 2023 Actual/Payout | 2024 Target | 2024 Actual/Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Annual cash bonus | 50% of salary | $94,439 estimated (23% of salary) | 75% of salary (effective Nov 8, 2024) | $243,750 estimated (54% of salary) and management states all weighted objectives achieved; payout subject to Board approval | Paid after Board approval; estimated amounts were accrued but not yet paid at reporting . |
- 2024 performance objectives: achieve certain net revenue, close a strategic transaction (license/partnership/product), and secure targeted capital; management states all weighted objectives were achieved, implying expected full payout of potential bonus, subject to Board approval .
- Equity incentives: The company disclosed no equity incentive awards were issued in 2023 or 2024, so no RSU/PSU/option grants, vesting schedules, or performance equity payouts apply for these years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Common Stock) | Ivy Zhang: “–” shares; less than 1% of class as of Oct 24, 2025 . |
| Shares outstanding (context) | 126,685,925 shares of Common Stock outstanding as of Oct 24, 2025 . |
| Outstanding equity awards at 12/31/2024 | None for Ms. Zhang . |
| Options (exercisable/unexercisable) | None held as of 12/31/2024 . |
| Equity awards granted in 2023–2024 | None; no equity incentive awards issued in 2023 or 2024 . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by employees and directors (certain pledges may be pre‑approved by the Chief Compliance Officer) . |
| Clawback | Clawback policy adopted; enables recoupment of incentive compensation following a restatement due to intentional misconduct by a covered officer causing/contributing to restatement (committee discretion on amount) . |
| Stock ownership guidelines | Not disclosed in the proxy; no executive ownership guideline detail provided . |
Implication: With no equity awards outstanding and de minimis share ownership, alignment in 2023–2024 skewed toward cash; a 2025 Equity Incentive Plan was put to shareholder vote to re‑enable stock‑based awards going forward .
Employment Terms
| Provision | Summary of Terms (CFO Employment Agreement dated Nov 8, 2024) |
|---|---|
| Base salary | $450,000 per annum; reviewed annually at Board discretion . |
| Annual bonus | Target 75% of base salary; Board may adjust payout above/below pre‑stated target; subject to annual program approval . |
| Equity incentives | Eligible for equity awards under company equity plan, subject to Board approval . |
| Severance (qualifying termination as defined) | Upon signing an effective release: (i) lump‑sum equal to 24 months of then‑current base salary; (ii) lump‑sum equal to 1.0x then‑target annual bonus; (iii) 100% acceleration of unvested equity awards; (iv) accrued but unpaid base salary; (v) accrued but unused PTO; (vi) expense reimbursements; (vii) COBRA at company expense for up to 12 months or until eligible elsewhere . |
| Change‑of‑control | The agreement references termination scenarios including “Change of Control”; specific COIC trigger mechanics beyond the severance framework above are not further detailed in the proxy excerpt . |
| Benefits | Eligible to participate in company benefit plans; general employee benefits include a 401(k) with 3% safe‑harbor contribution (plan-level disclosure) . |
| At‑will status | Executive officers serve at the Board’s discretion (general disclosure) . |
Compensation Summary (SCT)
| Compensation Item ($) | 2023 | 2024 |
|---|---|---|
| Salary | 293,570 | 450,000 |
| Bonus (estimated, accrued) | 94,439 | 243,750 |
| Equity Awards | – (no equity awards issued in 2023 or 2024) | – (no equity awards issued in 2023 or 2024) |
| All Other Compensation | 50,840 (includes $50,000 hiring bonus) | 1,511 |
| Total | 438,849 | 695,261 |
Compensation Structure Notes
- Program philosophy: mix of base salary, annual performance cash bonus tied to defined objectives, and long‑term equity incentives (though none granted in 2023–2024) .
- 2024 base salary increase for Ivy Zhang: +9.8% vs 2023 base rate; target bonus increased to 75% effective Nov 8, 2024 .
- No equity issuance during 2023–2024; the Board sought approval of a new 2025 Equity Incentive Plan to resume stock‑based awards (succeeding the 2014 plan which expired Sept 15, 2024) .
Governance, Compliance, and Related Parties
- Section 16(a) compliance: Company believes directors, executive officers, and 10% holders complied with filing requirements during 2024 .
- Related party transactions: None above the materiality thresholds involving executives/directors during 2023–2025 YTD, other than disclosed financing with Aditxt not tied to Ms. Zhang personally .
- D&O indemnification and insurance in place for officers and directors .
Performance & Track Record
- Role execution: As CFO (and principal financial and accounting officer), Ms. Zhang provides SOX oversight, disclosure controls certifications, and internal control reporting; she signed the 2025 quarterly 302 certifications (Q1–Q3) .
- Prior experience: Senior finance roles at Evofem (2018–2022), VP Controller at HUYABIO, finance roles at SeaSpine, and ~7 years at EY; advanced education and CPA credential support technical execution in public company finance .
Equity Ownership & Beneficial Owners Context
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ivy Zhang | – | <1% | No options/awards outstanding as of 12/31/24 . |
| Common shares outstanding | 126,685,925 | – | As of Oct 24, 2025. |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited under policy (with limited pre‑approval exception for pledges), mitigating misalignment risk .
- Clawback: Policy allows recovery of incentive pay tied to restatements caused by intentional misconduct, improving accountability .
- Equity overhang/over‑reliance on cash: No equity awards to executives in 2023–2024 may weaken long‑term alignment; 2025 plan aims to address this .
- Severance magnitude: 24 months base plus 1x target bonus and 100% equity acceleration upon a qualifying termination represent above‑market protection for a CFO at a micro/small‑cap, potentially elevating parachute optics (per disclosed terms) .
Investment Implications
- Pay‑for‑performance: 2024 bonus metrics (revenue, strategic transaction, capital) were reportedly achieved and drove an expected payout; however, payout calibration shows an estimated 54% of salary versus a 75% target effective late in the year, suggesting potential prorating; clarity on 2025 targets and payout curves will be important for forward alignment .
- Alignment and selling pressure: With no equity awards outstanding as of 12/31/24 and no beneficial ownership disclosed for Ms. Zhang, there is minimal near‑term insider selling pressure from vesting; alignment may increase only if the 2025 equity plan leads to new grants .
- Retention economics: The CFO agreement provides robust severance (24 months base, 1x target bonus, full equity acceleration, 12 months COBRA) upon a qualifying termination, lowering voluntary turnover risk but introducing potential shareholder‑unfriendly optics if triggered without clear performance shortfall .
- Governance safeguards: Prohibitions on hedging/pledging and a clawback policy mitigate risk of misalignment or misconduct; Section 16 compliance noted for 2024 further supports governance hygiene .