Yuying Yang
About Yuying Yang
Clarification: ISPC’s SEC filings list Siyun Yang—not “Yuying Yang”—as the Company’s independent director. The analysis below refers to Siyun Yang, independent director of iSpecimen (ISPC). She has served as an independent director since February 2025 and sits on the Audit Committee and the Nominating & Corporate Governance Committee. She holds an LL.M. in International Comparative Law from UCLA School of Law and an LL.B. in International Economic Law from East China University of Political Science and Law . As of April 14, 2025, board listings and officer biographies identify Ms. Yang as a director and describe her legal background; age disclosed as 27 in filings during 2025 .
Past Roles
| Organization | Role | Tenure (dates) | Committees/Impact |
|---|---|---|---|
| Quill & Arrow LLP | Associate Attorney (consumer protection and product liability) | Not disclosed | Litigation and data analytics experience enhances board oversight |
| Halo Collective Inc. | In-House Counsel (regulatory, corporate transactions, IP) | Not disclosed | Regulatory and governance experience; relevant to ISPC oversight |
| Di Li Law, PC | Provisional Licensed Lawyer (IP, trademarks) | Not disclosed | Legal, compliance skillset |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | ISPC filings do not list other current public boards for Siyun Yang . |
| Halo Collective Inc. | Former in-house counsel | Past | Professional connection; see interlock discussion below . |
Board Governance
- Independence: Designated an independent director; serves on the Audit Committee and the Nominating & Corporate Governance Committee .
- Committee assignments: Audit Committee (member); Nominating & Corporate Governance Committee (member). No chair roles disclosed .
- Tenure on ISPC board: Since February 2025 (exact appointment month disclosed) .
- Attendance: No meeting attendance disclosure for 2025 yet; 2023 board-wide disclosure (pre-2025 board) indicated all directors met ≥75% attendance, but that predates Yang’s tenure .
- Executive sessions: Independent directors meet in executive session; board follows risk oversight structures with Audit overseeing financial risk, Comp Committee overseeing compensation risk .
- Related-party oversight: Audit Committee chartered to review/approve related-party transactions; however, Company states it has not yet adopted a formal related-party transaction policy (governance gap) .
Fixed Compensation
ISPC’s Amended and Restated Non‑Employee Director Compensation Policy (as of Nov 30, 2022; still disclosed in the 2024 proxy) provides cash retainers and committee fees.
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee director) | $20,000, paid quarterly |
| Committee chair fee | $7,500 per committee, paid quarterly |
| Committee member fee (non‑chair) | $3,500 per committee, paid quarterly |
Notes: The policy also includes equity awards (see Performance Compensation). The 2024 proxy does not list separate “meeting fees.” Future adjustments may occur (e.g., post reverse split share adjustments), but policy terms above are as disclosed .
Performance Compensation
Under the director compensation policy, equity is time‑vested; no performance-conditioned metrics are disclosed for directors.
| Equity Element | Grant Size / Formula | Vesting / Term | Pricing |
|---|---|---|---|
| Initial stock option grant | 834 shares × number of months remaining in first calendar year of service | Vests in 4 equal quarterly installments; 10‑year option term | Exercise price = 100% FMV on grant date |
| Annual stock option grant (each Jan 2) | 10,000 options | Vests in 4 equal quarterly installments; 10‑year option term | Exercise price = 100% FMV on grant date |
| Prior structure (historical) | Annual RSUs (time‑vested) were part of initial policy | RSUs vested in 4 equal quarterly tranches | Superseded by amended option‑only structure |
No director bonus metrics (revenue growth, EBITDA, TSR, ESG) are disclosed for non‑employee directors in the proxy; equity is service‑based .
Other Directorships & Interlocks
- Current public boards: None disclosed for Siyun Yang .
- Potential interlock/relationship signal: ISPC’s senior leader Katie Field is CEO/Chairman of Halo Collective; Siyun Yang previously served as in‑house counsel at Halo. This prior professional overlap may create perceived network ties, although no related‑party transactions are disclosed .
Expertise & Qualifications
- Education: LL.M., UCLA School of Law (International Comparative Law); LL.B., East China University of Political Science and Law (International Economic Law) .
- Technical/functional expertise: Litigation, consumer protection, product liability, corporate governance, data analytics .
- Board skill contribution: Legal and compliance perspective on audit/controls and governance processes .
Equity Ownership
- Beneficial ownership: The October 2025 special‑meeting proxy lists certain directors and executives with “Nil” holdings as of October 13, 2025, but does not list Siyun Yang by name in that table; thus individual ownership for Yang is not disclosed in that document .
- Hedging/pledging: ISPC prohibits all directors, officers and employees from engaging in hedging transactions in company stock (hedging ban) .
- Pledging: No pledging disclosures specific to directors; none flagged .
Related‑Party Transactions and Conflicts
- Transactions: Company reports no related‑party transactions exceeding $120,000 since Jan 1, 2022 .
- Policy gap: Company has not yet adopted a formal related‑party transaction review policy, though the Audit Committee reviews such transactions per its charter; directors complete D&O questionnaires to flag potential conflicts .
- Indemnification: Broad director/officer indemnification and exculpation, plus D&O insurance; filings caution potential material expenditures for indemnification could stress capital if triggered .
Compensation Structure Analysis (Signals)
- Mix and risk: Director compensation primarily fixed cash retainer plus time‑vested options, aligning directors with shareholder value via equity but without performance metrics; shift from RSUs (historical) to options per amended policy .
- Guaranteed vs at‑risk: Cash retainer is guaranteed; equity vests quarterly over service—no performance hurdles disclosed for directors .
- Hedging prohibition: Enhances alignment integrity; prohibits hedging by directors .
Governance Assessment
Strengths
- Independent director with legal and governance background; seated on Audit and Nominating/Governance—committees central to oversight .
- Hedging ban for all insiders improves alignment and reduces misaligned risk tactics .
- No related‑party transactions disclosed; Audit Committee assigned conflict review responsibilities .
Watch‑items / Red Flags
- Formal related‑party policy not yet adopted (stated explicitly), relying instead on Audit Committee review—this is a governance process deficiency relative to best practices .
- Board/leadership turnover and lender‑driven board changes in late 2024 signal potential governance fragility and external influence over board composition .
- Potential perception of interlock/network tie: prior legal role at Halo while ISPC senior leadership (Field) simultaneously leads Halo; no related‑party transactions disclosed, but overlap warrants monitoring for conflicts in vendor/customer relationships or strategy spillovers .
- Indemnification language warns that large expenditures could strain capital if invoked; signals risk if litigation/arbitration arises .
Board Effectiveness Implications
- Legal/compliance expertise on Audit and Nominating/Gov can strengthen disclosure controls, controls over financial reporting, and board refreshment processes .
- Absence of a formal related‑party policy should be addressed to bolster investor confidence in conflict management; investors should monitor future proxies for policy adoption and detailed committee charters .
- Equity ownership disclosure for this director was not presented in the Oct 2025 special proxy; future filings should clarify ownership-alignment posture. Hedging prohibition partially mitigates alignment concerns .