DEF 14A of Cytek Biosciences, Inc.
Filed Apr 28, 2025 · FY20240001140361-25-016032
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS
Classified Board
Classified Board Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Unless the Board determines by resolution that any vacancies on the Board shall be filled by stockholders, vacancies may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board presently has seven members: Jack Ball, Don Hardison, Michael Holder, Vera Imper, Ph.D., Wenbin Jiang, Ph.D., Deborah Neff, and Ming Yan, Ph.D. Mr. Hardison’s and Ms. Neff’s term of office expires on the date of the Annual Meeting. Mr. Hardison will no longer serve on our Board following the expiration of his term on the date of the Annual Meeting. The Board has nominated Ms. Neff and Richard Chin, M.D. for election as Class I directors at the Annual Meeting, as recommended by the nominating and corporate governance committee of our Board (the “Nominating and Corporate Governance Committee”). If elected at the Annual Meeting, each of these nominees would serve until our 2028 annual meeting and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Three of our then-serving directors attended our 2024 annual meeting of stockholders (the “2024 Annual Meeting”). In addition, Mr. Holder, who was then a director nominee, attended the 2024 Annual Meeting. The following table sets forth the Class I nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of April 21, 2025:
Classified Board
| Name | Age | Independent(7) | Title | | Class I Director Nominees(1) | | | | | Richard Chin, M.D.(2) | 58 | ✔ | Nominee | | Deborah Neff*(3)(4) | 72 | ✔ | Director | | Class II Directors(1) | | | | | Jack Ball*(3)(5) | 78 | ✔ | Director | | Vera Imper, Ph.D.(4)(5) | 63 | ✔ | Director | | Ming Yan, Ph.D. | 62 | | Chief Technology Officer and Director | | Class III Directors(1) | | | | | Wenbin Jiang, Ph.D. | 61 | | Chief Executive Officer and Director | | Michael Holder(3)(6) | 62 | ✔ | Director |
Classified Board
| * Ms. Neff was appointed lead independent director, effective February 5, 2025. Prior to Ms. Neff’s appointment, Mr. Ball served as our lead independent director. |
Classified Board
| (1) Class I director nominees are up for election at the Annual Meeting and will continue in office until our 2028 annual meeting of stockholders if elected, Class II directors will continue in office until our 2026 annual meeting of stockholders and Class III directors will continue in office until our 2027 annual meeting of stockholders, in each case until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. |
Classified Board
| (2) If elected as a Class I director at the Annual Meeting, Dr. Chin will serve as a member of the Nominating and Corporate Governance Committee, effective as of the date of the Annual Meeting. |
Classified Board
| (3) Member of the audit committee of our Board (the “Audit Committee”). |
Classified Board
| (4) Member of the Nominating and Corporate Governance Committee. |
Classified Board
| (5) Member of the compensation committee of our Board (the “Compensation Committee”). |
Classified Board
| (6) Mr. Holder will serve as a member of the Compensation Committee, effective as of the date of the Annual Meeting. |
Classified Board
| (7) As defined under the rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the SEC, as applicable. |
Classified Board
The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.
Nominees for Election for a Three-Year Term Expiring at our 2028 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at our 2028 Annual Meeting Richard Chin, M.D., is a nominee to serve as a member of our Board. Since 2021, Dr. Chin has served as the managing director of Ascendant Venture LLC, a family office and venture studio that has incubated several life sciences companies. He has also served as the Chief Executive Officer and a board member of AdoraPet Biosciences, Inc., a biotechnology startup focused on pets, since 2022. From 2012 to 2021, he served as Chief Executive Officer and a board member of Kindred Biosciences, Inc., a public biotechnology company focused on companion animals that was acquired by Elanco in 2021. From 2008 to 2011, Dr. Chin served as Chief Executive Officer of Institute for OneWorld Health, a nonprofit biotechnology company developing drugs for neglected diseases. In addition, from 2006 to 2008, he served as Chief Executive Officer of OXiGENE, Inc., a public biotechnology company developing vascular targeting drugs for oncology and ophthalmology. Prior to that, Dr. Chin served in various leadership roles in clinical development and medical affairs. He currently serves on the board of directors of several private biosciences companies, including Bio Usawa Inc., VETmAb Biosciences, Inc. and Lifeguard Biosciences, Inc., as well as two nonprofit organizations, the Center for Asian American Media and the Sand Mandala Foundation. Dr. Chin holds a B.A. in biology from Harvard College, an M.A. and B.A. in law from Oxford University and a medical degree from Harvard Medical School. We believe that Dr. Chin's extensive experience as an executive in the biotechnology industry and as a public company board member provides him with the qualifications and skills to serve as a director of our company. Deborah Neff has served as a member of our Board since June 2022. Since 2020, Ms. Neff has served as the Principal of DJN Consulting, LLC, an executive management, business strategy and operations consulting company. Prior to that, from 2017 to 2020, she served as Chief Executive Officer of Evanostics LLC, an early-stage, private biotechnology company. From 2014 to 2016, she served as the Chief Operating Officer of Complete Genomics Inc., a business unit of BGI-Shenzhen, a publicly-traded genomic sequencing and proteomic services company. From 2006 to 2013, she served as the Chief Executive Officer at Pathwork Diagnostics Inc., a privately-held molecular diagnostics company, and from 2003 to 2006, she served as the Chief Executive Officer at Predicant Biosciences, formerly a private biotechnology company. Ms. Neff also served as President of BD Biosciences, Inc., a global business segment of Becton Dickinson, from 1995 to 2003. Since October 2021, Ms. Neff has served as a member of the board of directors of Atomo Diagnostics Limited, an Australian publicly-traded rapid diagnostics company. She served on the board of directors of Bio-Rad Laboratories, Inc. from 2011 to 2017 and on the board of directors of Advanced Medical Optics, Inc. from 2003 to 2009. Ms. Neff currently serves as the Executive Trustee and Chair of the University of California, Davis Foundation, as chair of the board of directors of Guide Dogs for the Blind, and on the advisory board of privately funded start-up company Partillion Bioscience Corporation. Ms. Neff holds a B.S. in Physiology from the University of California, Davis and completed graduate training and licensure in clinical laboratory science. She has attended executive business programs in finance, marketing and general management at Wharton, Stanford and Harvard Business Schools. We believe that Ms. Neff’s extensive experience as an executive in the biotechnology industry and on the board of directors of publicly-traded biotechnology companies provides her with the qualifications and skills to serve as a director of our company.
Directors Continuing in Office Until our 2026 Annual Meeting
Directors Continuing in Office Until our 2026 Annual Meeting Jack Ball has served as a member of our Board since September 2018. Since 2011, Mr. Ball has served as the President of Tyball Associates LLC, a medical device consulting firm. He has also served on the board of directors of Carterra, Inc., a biotechnology company, since 2016, and on the board of directors of KromaTiD, Inc., a biotechnology company, since 2021. From March 2016 to June 2023, Mr. Ball served on the board of directors of NanoCellect Biomedical, Inc., a biotechnology company. From October 2010 to March 2021, Mr. Ball served on the board of directors of Swift Biosciences Inc., a biotechnology company. From September 2013 to December 2019, Mr. Ball served as Chief Executive Officer and a board member at Solulink Inc., a biotechnology company. From February 2006 to July 2011, Mr. Ball was Chief Commercial Officer at Accuri Cytometers, Inc., a medical instruments company, which was sold to Becton Dickinson & Co in March 2011. Prior to that, Mr. Ball was Chief Executive Officer at Amnis Corporation, a biotechnology company, Chief Commercial Officer at Molecular Probes, Inc., a biotechnology company, Senior Vice President and General Manager at Orchid Biosciences, a DNA testing services biotechnology company and President for North America at Amersham Pharmacia Biosciences Corp., a healthcare company. Mr. Ball holds a B.S. in Agriculture from the University of Georgia. We believe that Mr. Ball’s extensive experience as an executive in flow cytometry instrument and reagent companies provides him with the qualifications and skills to serve as a director of our company. Vera Imper, Ph.D. has served as a member of our Board since December 2021. Dr. Imper served as Vice President and Head, Business Development of Roche Molecular Solutions from January 2018 to November 2021. Dr. Imper previously served as Vice President, Worldwide Business Development of Becton Dickinson Biosciences from May 2009 to October 2017. Dr. Imper holds a Ph.D. in Bioinorganic Chemistry, an M.S. in Physical and Organic Chemistry and a B.S. in Pharmacy and Biochemistry from the University of Zagreb. We believe that Dr. Imper’s extensive experience as an executive in the biotechnology industry provides her with the qualifications and skills to serve as a director of our company. Ming Yan, Ph.D. has served as our Chief Technology Officer and a member of our Board since 2015. Dr. Yan is also a co-founder of our company. Dr. Yan has over 20 years of experience in research and development. Prior to joining our company, Dr. Yan held research and development positions at AT&T Bell Laboratories, a research and development division of AT&T Communications, a telecommunications company, Lawrence Livermore National Labs, a federal research facility, and BD Biosciences, a biotechnology company. Dr. Yan has published several research papers relating to laser spectroscopy and cell analysis in top peer-reviewed journals. He has over a dozen patents and pending patent applications for his innovations. Dr. Yan holds a B.S. in Physics from Fudan University and a Ph.D. in Electrical Engineering from the City University of New York. We believe that Dr. Yan’s extensive experience in the biotechnology field, and in particular, with flow cytometry, provides him with the qualifications and skills to serve as a director or our company and as our Chief Technology Officer.
Directors Continuing in Office Until our 2027 Annual Meeting
Directors Continuing in Office Until our 2027 Annual Meeting Michael Holder has served as a member of our Board since June 2024. Since 2023, Mr. Holder has served as the Principal of Gloria Consulting Partners LLC, an executive management, business strategy, and financial consulting company. He also served as Chief Executive Officer of Sensable Health Inc., a privately held wellness company, from 2024 to 2025. Prior to that, Mr. Holder served as Chief Financial Officer of AVITA Medical Inc., a publicly-traded regenerative medicine company, from 2021 to 2023; as Chief Financial Officer of ImmuneCyte Inc., a privately-held biopharmaceutical company, from 2020 to 2021; as Chief Executive Officer and Portfolio Manager of Carolina Longevity Institute, LLC, a biotech and medtech private investment company, from 2017 to 2019; as Chief Executive Officer and Chief Financial Officer of Organ Transport Systems Inc, a privately-held medical device company, from 2010-2017 and 2005-2010, respectively; as Vice President of Sales, Operations and Finance and Chief Financial Officer for Premier Sourcing Partners Inc., a wholly-owned subsidiary of Premier Inc., a privately-held medical and information technology product and services company, from 2002 to 2004 and 2000 to 2022, respectively; as Chief Financial Officer of Clarkston-Potomac Group, a privately-held ERP implementation and integration services company, from 1998 to 2000; and as Chief Financial Officer of Beacon Eye Institute, a publicly-traded provider of Laser Vision Correction equipment and services from 1996 to 1998. Mr. Holder currently serves as a member of the board of directors of Keyron Ltd, a privately-held medical device company based in the U.K. Mr. Holder holds a B.S. in Business Administration from The Kenan-Flagler Business School at the University of North Carolina at Chapel Hill, and an M.B.A. with a major in Corporate Strategy and Finance from The Wharton School at the University of Pennsylvania. Mr. Holder previously obtained his certified public accountant license (currently inactive). He has attended board education programs at Harvard Business School. We believe Mr. Holder’s extensive experience as an executive in the biotechnology industry and in accounting provides him with the qualifications and skills to serve as a director of our company. Wenbin Jiang, Ph.D. has served as our Chief Executive Officer and a member of our Board since December 2014. Dr. Jiang is also a co-founder of our company. In 1998, Dr. Jiang co-founded E2O Communications, Inc., a fiber optic subsystems manufacturing company, which was acquired by JDS Uniphase Corporation in 2004. Dr. Jiang is an inventor of more than 100 U.S. patents and an author of five book chapters and over 50 peer-reviewed technical papers. Dr. Jiang holds a B.S. in Physics and M.S. in Optics & Laser Physics from Fudan University and a Ph.D. in Electrical Engineering from University of California, Santa Barbara. Dr. Jiang is currently serving on the Board of Trustees of the UC Santa Barbara Foundation and the Director’s Council in the Institute for Energy Efficiency at UC Santa Barbara. We believe that Dr. Jiang’s extensive experience as an executive in the technology industry provides him with the qualifications and skills to serve as a director or our company and as our Chief Executive Officer.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Objectives and Principles of Our Executive Compensation Program
| • | Equity awards help executive officers think like stockholders. We believe that our executive officers’ total compensation should have a significant equity component because stock-based awards help reinforce the executive officers’ long-term interest in our overall performance and align the interests of our executive officers with those of our stockholders. |
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. In late 2023, our Compensation Committee directly engaged Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant to review our executive compensation program, assess the competitiveness of such program and advise our Compensation Committee on matters related to 2024 executive compensation. The only other services that Meridian performed for our Compensation Committee in 2024 was to provide certain advisory services on our non-executive equity compensation program, our non-employee director compensation program, and related corporate governance matters. We were billed approximately $58,137 for services rendered by Meridian to our Compensation Committee in 2024, and Meridian has not provided us or our Compensation Committee with any other services for the same period. The Compensation Committee determined that Meridian was an independent compensation advisor to the Compensation Committee for 2024, including for purposes of the Dodd-Frank Act and other applicable SEC and Nasdaq regulations. Among other activities, Meridian:
Role of Independent Compensation Consultant
| • | assisted the Compensation Committee with an evaluation of the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; |
Role of Independent Compensation Consultant
| • | assisted the Compensation Committee in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy; and |
Role of Independent Compensation Consultant
| • | developed a comparative group of companies and performed analyses of competitive performance and compensation levels for that group for purposes of benchmarking our levels of executive compensation. |
Peer Group Companies
Peer Group Companies As directed by our Compensation Committee, in connection with its analysis for 2024 executive compensation, Meridian reviewed executive compensation data of publicly-traded companies in the life sciences/medical device industries (the “2024 Meridian peer survey”). These companies were selected based on the following metrics: revenues between approximately $85 million and $550 million (approximately 0.5x to 3x the Company’s trailing twelve months revenue of $176 million at the time of assessment), market capitalization between approximately $250 million and $2.5 billion (approximately 0.33x to 3x the Company’s 30-day average market capitalization of $799 million at the time of assessment), and U.S.-based headquarters with an emphasis on companies based in California or the West Coast. The Compensation Committee then reviewed and approved the composition of the peer group companies to ensure that the companies were relevant for comparative purposes. The companies approved by our Compensation Committee for 2024 executive compensation analyses (the “peer group companies”) were:
Peer Group Companies
| 10X Genomics, Inc. | Codexis, Inc. | Pacific Biosciences of California, Inc. | | Accuray Incorporated | Standard BioTools Inc. | Quanterix Corporation | | Adaptive Biotechnologies Corporation | Harvard Bioscience, Inc. | SomaLogic, Inc. | | AngioDynamics, Inc. | Invitae Corporation | Twist Bioscience Corporation | | AtriCure, Inc. | NanoString Technologies, Inc. | Veracyte, Inc. | | Axonics, Inc. | NeoGenomics, Inc. | | | BioLife Solutions, Inc. | Nevro Corp. | |
Elements of Executive Compensation
Elements of Executive Compensation The Compensation Committee utilizes market data, including information regarding peer group companies and market survey data provided by Meridian, as data points in determining the appropriate components of and overall compensation for our executive officers. The determination of our Compensation Committee as to the appropriate use and weight of each component of executive compensation is subjective, based on its views of the relative importance of each component in meeting our overall objectives. Except as described herein, our Compensation Committee has not adopted any formal or informal policies or guidelines for allocating compensation between cash and non-cash compensation, among different forms of non-cash compensation, or with respect to long-term and short-term performance. The primary components of our executive compensation program are cash compensation, composed of base salary and an annual cash bonus, and long-term equity incentive awards. For 2024, the Compensation Committee targeted total compensation for our executive officers at the 50th to 75th percentile of peer group companies, with cash compensation targeted at the 50th percentile of our peer group companies and long-term equity-based incentive compensation targeted between the 50th and 75th percentiles of our peer group companies, with any individual executive officer potentially falling above or below this range due to the executive’s individual contribution, scope of responsibilities, level of experience and tenure with our company. In addition, our executive officers also participate in our severance benefit plan and are eligible to receive health and other benefits that are generally available to all employees.
Cash Compensation
Cash Compensation Base Salary. We pay an annual base salary to each of our executive officers in order to attract and retain executive talent and provide them with a fixed rate of cash compensation during the year. In determining 2024 base salaries for our executive officers, the Compensation Committee considered salaries at peer group companies for similar executive-level positions and other market data. Based on this information, other than with respect to Dr. Yan, our named executive officers’ annual base salaries were below the 50th percentile. Accordingly, in 2024, the Compensation Committee adjusted the annual base salary of our named executive officers, other than Dr. Yan, in an effort to align base salary closer to the targeted 50th percentile of the peer group companies. The Compensation Committee approved the 2024 base salaries of our named executive officers in February 2024, to be effective as of January 1, 2024. Mr. McCombe’s 2024 base salary was approved by the Board in connection with his appointment as Chief Financial Officer, effective March 18, 2024. A summary of the 2024 base salaries for our named executive officers, on an annualized basis, and a comparison to 2023 base salaries for our named executive officers who were also named executive officers in 2023, is set forth below:
Cash Compensation
Cash Incentive Bonus Plan. Our executive officers are eligible to receive performance-based cash bonuses, which are designed to provide appropriate incentives to achieve defined performance goals. In contrast to the longer term incentives of equity incentive awards, the annual cash incentive bonus is designed to ensure that our executive officers are focused on our near-term performance and on working together to achieve specific key corporate goals identified by our Board for the applicable year. The cash incentive bonus each executive officer actually receives is generally based on the extent to which we achieve the annual corporate goals that our Board or Compensation Committee establishes. The Compensation Committee reviews our performance and determines the actual bonus payout to be awarded to each of our executive officers on an annual basis. The actual cash incentive bonus paid, if any, is calculated by multiplying the executive officer’s annual base salary, target bonus percentage and percentage achievement of the annual corporate goals, which may be adjusted upwards or downwards based upon the executive’s individual performance and contribution during the year. 2024 Target Bonuses. In determining 2024 target bonuses for our named executive officers, the Compensation Committee considered target bonuses at peer group companies for similar executive-level positions and other market data. Based on this information, our named executive officers’ target bonus percentages were at approximately the 50th percentile. Accordingly, the Compensation Committee did not adjust the target bonus percentages of the named executive officers for 2024 other than Ms. Barnett’s target bonus percentage in connection with her promotion to Chief Legal Officer. The Compensation Committee approved the 2024 target bonuses of our named executive officers in February 2024. Mr. McCombe’s 2024 target bonus was approved by the Board in connection with his appointment as Chief Financial Officer, effective March 18, 2024. A summary of the 2023 and 2024 target bonus for our named executive officers based on a specified percentage of base salary is set forth below:
Cash Compensation
| Named Executive Officer | 2023 Target Bonus as a Percent of Base Salary | 2024 Target Bonus as a Percent of Base Salary | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | 100% | 100% | | William McCombe(1) Chief Financial Officer | (2) | 50% | | Ming Yan, Ph.D. Chief Technology Officer | 50% | 50% | | Valerie Barnett Chief Legal Officer and Corporate Secretary | 45% | 50% | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | (2) | 50% | | Patrik Jeanmonod Former Chief Financial Officer | 50% | 50%(3) | | Chris Williams(4) Former Chief Operating Officer | (2) | 50% |
Cash Compensation
| (1) Mr. McCombe’s 2024 target bonus was approved by the Board in connection with his appointment as Chief Financial Officer, effective March 18, 2024. |
Cash Compensation
| (3) Mr. Jeanmonod’s 2024 target bonus was adjusted to 40% of base salary by the Board in connection with his transition from Chief Financial Officer to Head of Corporate Development Analytics on March 17, 2024. |
Cash Compensation
| Named Executive Officer | 2024 Base Salary | 2024 Target Bonus | 2024 Bonus Amount Paid | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | $600,000 | $600,000 | $472,677 | | William McCombe Chief Financial Officer | $315,000(1) | $157,500 | $124,268 | | Ming Yan, Ph.D. Chief Technology Officer | $425,000 | $212,500 | $167,646 | | Valerie Barnett Chief Legal Officer and Corporate Secretary | $465,000 | $232,500 | $182,949 | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | 360,000 | $180,000 | $145,183 | | Patrik Jeanmonod Former Chief Financial Officer | $359,585(2) | $143,834 | $46,998 | | Chris Williams(3) Former Chief Operating Officer | $415,000 | $207,500 | — |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards In addition to cash compensation, our executive compensation program includes long-term equity incentive awards. We believe that equity awards are an effective means of closely aligning the interests of executive officers and stockholders, rewarding executive officers for the company’s success over the long term and providing executive officers an incentive to remain with us as their equity awards vest. We have historically granted equity awards to new executive officers upon the commencement of their employment and consider additional grants to existing executive officers annually, based on our overall corporate performance, individual performance, the equity award practices of peer group companies, the executive officers’ existing equity grants and equity holdings.
Grants of Equity Awards to Named Executive Officers in 2024
Grants of Equity Awards to Named Executive Officers in 2024 Equity grants to our named executive officers in 2024 consisted of a mix of stock options and RSUs. Stock Options. Because our executive officers are awarded stock options with an exercise price equal to 100% of the fair market value of our common stock on the date of grant, stock options will have value to our executive officers only if the market price of our common stock increases after the date of grant, creating a direct, meaningful link between stockholder value and the equity component of an executive officer’s individual compensation. Upon hiring an executive officer, the initial grant of stock options typically will vest over four years at a rate of 25% of the shares subject to the option vesting after one year, with the remaining 75% of the shares vesting and becoming exercisable ratably over the following 36 months. The options have a maximum term of up to 10 years from the date of grant, subject to earlier expiration following the cessation of a named executive officer’s continuous service. Annual refresh grants of stock options to our executive officers, when granted, typically vest ratably monthly over a four-year period. All grants are subject to the general terms of the applicable plan and the applicable form of stock option award agreement thereunder. Restricted Stock Units. Our Compensation Committee has determined that it is also appropriate to grant RSUs for both employees and executive officers based upon several factors, including the competitive dynamics of the markets in which we recruit, the fact that most of our larger competitors were offering “full value” awards in the form of RSUs, and the more favorable dilutive impact of RSUs relative to stock option grants. To remain competitive in our market while furthering our executive compensation principles of directly linking executive compensation to our corporate performance, reinforcing our executive officers’ long-term interest in our overall performance and aligning the interests of our executive officers with the interests of our stockholders, our Compensation Committee determined that annual refresh equity awards would be granted to executive officers with 50% of the value of the award composed of stock options and 50% of the value of the award composed of RSUs. Upon hiring an executive officer, the initial grant of RSUs typically will vest over four years at a rate of 25% of the RSUs vesting after one year, and 1/16 of the RSUs vesting each quarter thereafter. Annual refresh grants of RSUs to our executive officers, when granted, typically are granted in the first quarter of the year and vest at a rate of approximately 1/16 of the RSUs on a quarterly basis. All grants are subject to the general terms of the applicable plan and the applicable form of RSU award agreement thereunder. 2024 Equity Grants. As a part of the 2024 Meridian peer survey, Meridian provided the Compensation Committee with information on the equity compensation practices of the peer group companies and other market data, and assisted our Compensation Committee in developing 2024 equity grant guidelines for our executive officers, targeting between the 50th and the 75th percentiles of the peer group companies. Based on the information provided by Meridian and the considerations described above, our Compensation Committee approved stock option and RSU awards to our then-serving named executive officers in February 2024, which (other than equity awards for Mr. Jeanmonod) were effectively granted on March 6, 2024 after the conclusion of our trading blackout period. Our Compensation Committee approved stock option and RSU awards to Mr. McCombe and Mr. Jeanmonod in March 2024 in connection with Mr. McCombe’s appointment as Chief Financial Officer and Mr. Jeanmonod’s transition to Head of Corporate Development Analytics. These awards were effectively granted on May 13, 2024 after the conclusion of our trading blackout period. The target value of the equity awards granted to our named executive officers in 2024 is set forth below:
Grants of Equity Awards to Named Executive Officers in 2024
| Named Executive Officer | Stock Awards(1) | Option Awards(2) | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | $2,500,000 | $2,500,000 | | William McCombe Chief Financial Officer | $625,000 | $625,000 | | Ming Yan, Ph.D. Chief Technology Officer | $625,000 | $625,000 | | Valerie Barnett Chief Legal Officer and Corporate Secretary | $875,000 | $875,000 | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | $250,000 | $250,000 | | Patrik Jeanmonod Former Chief Financial Officer | $250,000(3) | $150,000 | | Chris Williams Former Chief Operating Officer | $1,000,000 | $1,000,000 |
Grants of Equity Awards to Named Executive Officers in 2024
| (1) Stock awards represent RSUs granted to the named executive officers. Each RSU represents the contingent right to receive one share of our common stock upon the satisfaction of the vesting conditions of the award, subject to the recipient’s continuous service through the vesting dates. The amounts disclosed represent the target grant date value of the RSUs granted based on the closing sale price of our common stock as reported on Nasdaq on the grant date. |
Grants of Equity Awards to Named Executive Officers in 2024
| (2) The amounts disclosed represent the target grant date fair value of the stock options granted to our named executive officers under our 2021 Equity Incentive Plan (“2021 Plan”), computed in accordance with ASC Topic 718. The assumptions used in calculating the fair value of the stock options are set forth in Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K as filed with the SEC on February 28, 2025. This amount does not reflect the actual economic value that may be realized by the named executive officer. |
Grants of Equity Awards to Named Executive Officers in 2024
| (3) Of the total target value of $250,000, $100,000 represents a restricted stock award subject to performance-based vesting in connection with Mr. Jeanmonod’s transition from Chief Financial Officer to Head of Corporate Development Analytics. The performance-based restricted stock award vested on September 30, 2024 upon the Compensation Committee’s determination that Mr. Jeanmonod completed activities related to the transfer of his former duties and responsibilities as Chief Financial Officer. |
Grants of Equity Awards to Named Executive Officers in 2024
The specific vesting terms of each named executive officer’s equity awards outstanding as of December 31, 2024 are described below under “—Outstanding Equity Awards at December 31, 2024.”
Employment Agreements and Offer Letters
Employment Agreements and Offer Letters Each of our named executive officers has executed our standard confidential information and invention agreement. Of our named executive officers, Ms. Barnett, Dr. Busque, Mr. Jeanmonod, Mr. McCombe and Mr. Williams entered into a formal offer letter setting forth the terms and conditions of employment, including annual base salary, target bonus and equity awards as of their respective hire dates. The 2024 levels of annual base salary and target bonus, as well as equity awards provided to our named executive officers, are set forth in the tables in this section.
Severance Benefit Plan
Severance Benefit Plan In July 2021, we adopted an amended and restated Severance Benefit Plan (“Severance Plan”) to provide specified severance benefits to eligible executives, including our named executive officers. In early 2024, Meridian gathered and analyzed compensation data of our peer group companies relating to severance and change-in-control benefits (the “Meridian severance survey”). The Meridian severance survey concluded that the cash severance benefits for C-level executives were misaligned with the market practice because the Severance Plan did not differentiate between plan participants below the Chief Executive Officer level. The Meridian severance survey recommended adjustments to the benefits provided under the Severance Plan for our Chief Executive Officer and other C-level executives. In February 2024, the Compensation Committee reviewed the terms of the Severance Plan and the Meridian severance survey and approved amendments to the Severance Plan. As amended in February 2024, the Severance Plan provides that if the employment of a “covered employee” is terminated by us without “cause” outside the period beginning three months prior to the date of a “change in control” and ending on the one-year anniversary of the change in control (the “change in control period”) (as such terms are defined in the Severance Plan), the covered employee will receive severance benefits, subject to signing and not revoking a release:
Severance Benefit Plan
| • | a lump sum payment equal to 12 months of the covered employee’s base salary (in the case of our Chief Executive Officer), nine months of the covered employee’s base salary (in the case of our other C-level executives, including our applicable named executive officers) or six months of the covered employee’s base salary (in the case of our SVP-level executives and any VP-level executives hired before February 20, 2024, including our applicable named executive officers); and |
Severance Benefit Plan
| • | payment of COBRA premiums for a period of 12 months (in the case of our Chief Executive Officer), nine months (in the case of our other C-level executives, including our applicable named executive officers) or six months (in the case of our SVP-level executives and any VP-level executives hired before February 20, 2024, including our applicable named executive officers) following the date of such termination. |
Severance Benefit Plan
If, during the change in control period, a covered employee’s employment with us is terminated either (1) by us without “cause” or (2) by the covered employee for “good reason” (as such terms are defined in the Severance Plan), the covered employee will receive the following benefits, subject to signing and not revoking a release:
Severance Benefit Plan
| • | a lump sum payment equal to 24 months of the covered employee’s base salary (in the case of our Chief Executive Officer), 18 months of the covered employee’s base salary (in the case of our other C-level executives, including our applicable named executive officers) or 12 months of the covered employee’s base salary (in the case of our SVP-level executives and any VP-level executives hired before February 20, 2024, including our applicable named executive officers); |
Severance Benefit Plan
| • | a lump sum payment equal to 100% of the covered employee’s target bonus for the applicable year of termination; |
Severance Benefit Plan
| • | payment of COBRA premiums for a period of 24 months (in the case of our Chief Executive Officer), 18 months (in the case of our other C-level executives, including our applicable named executive officers) or 12 months (in the case of our SVP-level executives and any VP-level executives hired before February 20, 2024, including our applicable named executive officers) following the date of such termination; and |
Severance Benefit Plan
| • | vesting acceleration of 100% of the shares subject to the covered employee’s outstanding equity awards (with performance-based awards vesting at the target level). |
Severance Benefit Plan
Please see the section below entitled, “Payments in Connection with a Termination or Change in Control” for additional information.
Summary Compensation Table
Summary Compensation Table The following table shows for the years ended December 31, 2024, 2023 and 2022, compensation awarded to, paid to or earned by our named executive officers for the applicable years:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | 2024 | 599,083 | 2,499,994 | 2,499,996 | 472,677 | 12,921 | 6,084,671 | | | 2023 | 578,000 | 2,000,000 | 2,000,000 | 311,378 | 49,864 | 4,939,242 | | | 2022 | 524,435 | 1,474,989 | 1,474,948 | 394,375 | 45,395 | 3,914,142 | | William McCombe(5) Chief Financial Officer | 2024 | 315,000 | 624,996 | 624,998 | 124,268 | — | 1,689,261 | | Ming Yan, Ph.D. Chief Technology Officer | 2024 | 424,959 | 624,995 | 624,996 | 167,646 | 13,954 | 1,856,550 | | | 2023 | 424,000 | 1,250,000 | 1,250,000 | 114,210 | 31,912 | 3,070,122 | | | 2022 | 398,398 | 432,497 | 432,483 | 187,247 | 30,616 | 1,481,241 | | Valerie Barnett Chief Legal Officer and Corporate Secretary | 2024 | 463,750 | 874,997 | 874,998 | 182,949 | 13,794 | 2,410,489 | | | 2023 | 435,000 | 625,000 | 625,000 | 140,333 | 37,061 | 1,862,394 | | | 2022 | 370,829 | 439,999 | 439,986 | 139,432 | 25,722 | 1,415,968 | | Philippe Busque, Ph.D.(6) Senior Vice President, Global Sales and Services | 2024 | 359,585 | 249,995 | 249,997 | 145,183 | — | 1,004,760 | | Patrik Jeanmonod(7) Former Chief Financial Officer | 2024 | 297,833 | 249,993 | 149,996 | 46,998 | 13,350 | 758,171 | | | 2023 | 408,000 | 625,000 | 625,000 | 109,901 | 18,187 | 1,786,088 | | Chris Williams(8) Former Chief Operating Officer | 2024 | 323,878 | 999,995 | 999,999 | — | 14,575 | 2,338,447 |
Summary Compensation Table
| (1) Stock awards represent RSUs granted to the named executive officers. Each RSU represents the contingent right to receive one share of our common stock upon the satisfaction of the vesting conditions of the award, subject to the recipient’s continuous service through the vesting dates. The amounts disclosed represent the aggregate grant date value of the RSUs granted based on the closing sale price of our common stock as reported on Nasdaq on the grant date. |
Summary Compensation Table
| (2) The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our named executive officers under the 2021 Plan, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K as filed with the SEC on February 28, 2025. This amount does not reflect the actual economic value that may be realized by the named executive officer. |
Summary Compensation Table
| (3) Consists of payments pursuant to our 2022, 2023 and 2024 cash incentive bonus plans, respectively, based on the achievement of company performance goals as determined by our Compensation Committee. |
Summary Compensation Table
| (4) Amounts for 2024 consist of 401(k) matching contributions. |
Summary Compensation Table
| (5) Mr. McCombe was appointed as Chief Financial Officer, effective as of March 18, 2024. Excludes information relating to compensation paid during 2022 and 2023 because Mr. McCombe was not a named executive officer for such years. |
Summary Compensation Table
| (6) Excludes information relating to compensation paid during 2022 and 2023 because Dr. Busque was not a named executive officer for such years. |
Summary Compensation Table
| (7) Mr. Jeanmonod no longer serves as our Chief Financial Officer, effective as of March 17, 2024. Excludes information relating to compensation paid during 2022 because Mr. Jeanmonod was not a named executive officer for such year. |
Summary Compensation Table
| (8) Mr. Williams resigned as Chief Operating Officer, effective September 27, 2024. Excludes information relating to compensation paid during 2022 and 2023 because Mr. Williams was not a named executive officer for such years. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table presents information concerning plan-based awards granted to the named executive officers in 2024:
2024 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards(2): Number of Shares of Stock or Units | All Other Stock Awards(2): Number of Securities Underlying Options | Exercise or Base Price of Equity Awards ($/share)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Named Executive Officer | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | | | | | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | 03/06/24 | Option | — | — | — | — | 526,315 | 7.07 | 2,499,996 | | | 03/06/24 | RSU | — | — | — | 353,606 | — | — | 2,499,994 | | | 02/20/24 | Cash | — | 600,000 | 660,000 | — | — | — | — | | William McCombe Chief Financial Officer | 05/13/24 | Option | — | — | — | — | 150,602 | 6.18 | 624,998 | | | 05/13/24 | RSU | — | — | — | 101,132 | — | — | 624,996 | | | 03/18/24 | Cash | — | 157,500(5) | 173,250 | — | — | — | — | | Ming Yan, Ph.D. Chief Technology Officer | 03/06/24 | Option | — | — | — | — | 131,578 | 7.07 | 624,996 | | | 03/06/24 | RSU | — | — | — | 88,401 | — | — | 624,995 | | | 02/20/24 | Cash | — | 212,500 | 233,750 | — | — | — | — | | Valerie Barnett Chief Legal Officer and Corporate Secretary | 03/06/24 | Option | — | — | — | — | 184,210 | 7.07 | 874,998 | | | 03/06/24 | RSU | — | — | — | 123,762 | — | — | 874,997 | | | 02/20/24 | Cash | — | 232,500 | 255,750 | — | — | — | — | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | 03/06/24 | Option | — | — | — | — | 52,631 | 7.07 | 249,997 | | | 03/06/24 | RSU | — | — | — | 35,360 | — | — | 249,995 | | | 02/20/24 | Cash | — | 180,000 | 198,000 | — | — | — | — | | Patrik Jeanmonod Former Chief Financial Officer | 05/13/24 | Option | — | — | — | — | 36,231 | 6.18 | 149,996 | | | 05/13/24 | RSU | — | — | — | 40,452 | — | — | 249,993 | | | 03/17/24 | Cash | — | 143,834(6) | 158,217 | — | — | — | — | | Chris Williams Former Chief Operating Officer | 03/06/24 | Option | — | — | — | — | 210,526 | 7.07 | 999,999 | | | 03/06/24 | RSU | — | — | — | 141,442 | — | — | 999,995 | | | 02/20/24 | Cash | — | 207,500 | 228,250 | — | — | — | — |
2024 Grants of Plan-Based Awards
| (1) Reflects the value of potential payout targets under our 2024 cash incentive bonus plan. Actual payout amounts under this plan are as disclosed in the “Summary Compensation Table” above. The 2024 cash incentive bonus plan did not have a minimum threshold. |
2024 Grants of Plan-Based Awards
| (2) The equity incentive plan awards were granted in accordance with our objectives for long-term equity incentive awards as described in the section entitled “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards.” All equity grants were made pursuant to our 2021 Plan. |
2024 Grants of Plan-Based Awards
| (3) Based upon the closing sale price of our common stock as reported on Nasdaq on the date of grant. |
2024 Grants of Plan-Based Awards
| (4) Represents the grant date fair value of the equity awards granted to the named executive officers as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the equity awards reported in this column are set forth in Note 14 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. Note that the amounts reported in this column reflect the accounting cost for these equity awards and do not correspond to the actual economic value that may be received by our named executive officers from the equity awards. |
2024 Grants of Plan-Based Awards
| (5) Prorated for the period from Mr. McCombe’s appointment as our Chief Financial Officer, effective March 18, 2024, through December 31, 2024. |
2024 Grants of Plan-Based Awards
| (6) Mr. Jeanmonod’s base salary was adjusted by the Board from $415,000 to $250,000 and his 2024 target bonus was adjusted from 50% to 40% of his 2024 salary in connection with his transition from Chief Financial Officer to Head of Corporate Development Analytics on March 17, 2024. |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides additional information about the value realized by the named executive officers on option award exercises and the vesting of RSU awards during 2024:
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | — | — | 133,089 | 814,727 | | William McCombe Chief Financial Officer | — | — | — | — | | Ming Yan, Ph.D. Chief Technology Officer | — | — | 52,108 | 322,374 | | Valerie Barnett Chief Legal Officer and Corporate Secretary | — | — | 43,414 | 264,975 | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | — | — | 21,088 | 128,379 | | Patrik Jeanmonod Former Chief Financial Officer | — | — | 40,945 | 245,158 | | Chris Williams Former Chief Operating Officer | — | — | 20,511 | 121,597 |
2024 Option Exercises and Stock Vested
| (1) Based upon the closing sale price of our common stock as reported on Nasdaq on the date of vesting. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2024:
Outstanding Equity Awards at December 31, 2024
| | | Option Awards(1) | | | | | Stock Awards(1) | | | | Name | Grant Date | Total Securities Underlying Award at Grant(2) (#) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Total Securities Underlying Award Granted (#) | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested32)($) | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | 07/24/2020(4) | 106,664 | 106,664 | — | 0.92 | 07/24/2030 | — | — | — | | | 07/22/2021(5) | 250,000 | 213,541 | 36,459 | 17.00 | 07/22/2031 | — | — | — | | | 02/28/2022(6) | 163,158 | 118,969 | 44,189 | 13.64 | 02/28/2032 | 108,137 | 31,546 | 204,734 | | | 03/03/2023(7) | 284,900 | 124,643 | 160,257 | 10.61 | 03/03/2033 | 188,501 | 109,961 | 713,647 | | | 03/06/2024(8) | 526,315 | 98,684 | 427,631 | 7.07 | 03/06/2034 | 353,606 | 294,673 | 1,912,428 | | William McCombe Chief Financial Officer | 05/13/2024(9) | 150,602 | — | 150,602 | 6.18 | 5/13/2034 | 101,132 | 101,132 | 656,347 | | Ming Yan, Ph.D. Chief Technology Officer | 07/24/2020(4) | 26,666 | 16,111 | — | 0.92 | 07/24/2030 | — | — | — | | | 07/22/2021(5) | 125,000 | 106,770 | 18,230 | 17.00 | 07/22/2031 | — | — | — | | | 02/28/2022(6) | 47,841 | 34,883 | 12,958 | 13.64 | 02/28/2032 | 31,708 | 9,256 | 60,071 | | | 03/03/2023(7) | 178,062 | 77,902 | 100,160 | 10.61 | 03/03/2033 | 117,813 | 68,728 | 446,045 | | | 03/06/2024(8) | 131,578 | 24,670 | 106,908 | 7.07 | 03/06/2034 | 88,401 | 73,668 | 478,105 | | Valerie Barnett Chief Legal Officer and Corporate Secretary | 03/22/2021(10) | 133,330 | 120,052 | 2,778 | 4.71 | 03/22/2031 | — | — | — | | | 07/22/2021(5) | 75,000 | 64,062 | 10,938 | 17.00 | 07/22/2031 | — | — | — | | | 02/28/2022(6) | 48,671 | 35,488 | 13,183 | 13.64 | 02/28/2032 | 32,258 | 9,410 | 61,071 | | | 03/03/2023(7) | 89,031 | 38,951 | 50,080 | 10.61 | 03/03/2033 | 58,906 | 34,366 | 223,035 | | | 03/06/2024(8) | 184,210 | 34,539 | 149,671 | 7.07 | 03/06/2034 | 123,762 | 103,136 | 669,353 | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | 03/20/2023(11) | 37,562 | 16,433 | 21,129 | 9.15 | 03/20/2033 | 30,054 | 14,859 | 96,435 | | | 03/06/2024(8) | 52,631 | 9,868 | 42,763 | 7.07 | 03/06/2034 | 35,360 | 29,467 | 191,241 | | Patrik Jeanmonod Former Chief Financial Officer | 01/11/2019(12) | 338,658 | 202,661 | — | 0.40 | 01/11/2029 | — | — | — | | | 07/24/2020(4) | 38,665 | 38,665 | — | 0.92 | 07/24/2030 | — | — | — | | | 07/22/2021(5) | 125,000 | 106,770 | 18,230 | 17.00 | 07/22/2031 | — | — | — | | | 02/28/2022(6) | 42,310 | 30,850 | 11,460 | 13.64 | 02/28/2032 | 28,042 | 8,186 | 53,127 | | | 03/03/2023(7) | 89,031 | 38,951 | 50,080 | 10.61 | 03/03/2033 | 58,906 | 34,366 | 223,035 | | | 05/13/2024(13) | 36,231 | 5,283 | 30,948 | 6.18 | 5/13/2034 | 40,452 | 21,239 | 137,841 | | Chris Williams Former Chief Operating Officer | (14) | — | — | — | — | — | — | — | — |
Outstanding Equity Awards at December 31, 2024
| (1) All options granted prior to our initial public offering on July 27, 2021 were granted pursuant to our 2015 Equity Incentive Plan, and all options and RSUs granted after our initial public offering were granted under our 2021 Plan. |
Outstanding Equity Awards at December 31, 2024
| (2) Includes all securities underlying the award on the grant date, including options which have since been exercised. |
Outstanding Equity Awards at December 31, 2024
| (3) Based upon the closing sale price of our common stock as reported on Nasdaq on December 31, 2024, which was $6.49. |
Outstanding Equity Awards at December 31, 2024
| (4) 25% of the total shares vested one year after the date of grant and 1/48 of the of the total shares vest each month thereafter, subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (5) 25% of the total shares vested one year after the date of grant and 1/48 of the of the total shares vest each month thereafter, subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (6) With respect to stock options, 2/48 of the total shares vested on March 1, 2022 and 1/48 of the total shares vest monthly thereafter, subject to continued service through each such vesting date. With respect to RSUs, 4/48 of the total shares vested on May 18, 2022 and 3/48 of the of the total shares vest each quarter thereafter on August 18, November 18, March 18 and May 18, subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (7) With respect to stock options, 1/48 of the total shares vested on April 3, 2023 and monthly thereafter, subject to continued service through each such vesting date. With respect to RSUs, 2/48 of the total shares vested on May 18, 2023 and each May 18 thereafter; 3/48 of the total shares vest on August 18, 2023 and each August 18 thereafter; 3/48 of the total shares vest on November 18, 2023 and each November 18 thereafter; and 4/48 of the total shares vest on March 10, 2024 and each March 10 thereafter, until fully vested and subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (8) With respect to stock options, 1/48 of the total shares vested on April 6, 2024 and monthly thereafter, subject to continued service through |
Outstanding Equity Awards at December 31, 2024
each such vesting date. With respect to RSUs, 2/48 of the total shares vested on May 18, 2024 and each May 18 thereafter; 3/48 of the total shares vest on August 18, 2024 and each August 18 thereafter; 3/48 of the total shares vest on November 18, 2024 and each November 18 thereafter; and 4/48 of the total shares vest on March 10, 2025 and each March 10 thereafter, until fully vested and subject to continued service through each such vesting date.
Outstanding Equity Awards at December 31, 2024
| (9) With respect to stock options, 1/4 of the total shares vest on May 13, 2025 and 1/48 monthly thereafter, subject to continued service through each such vesting date. With respect to RSUs, 12/48 of the total shares vest on May 18, 2025; 3/48 of the total shares vest on August 18, 2025 and each August 18 thereafter; 3/48 of the total shares vest on November 18, 2025 and each November 18 thereafter; 4/48 of the total shares vest on March 10, 2026 and each March 10 thereafter; and 2/48 of the total shares vest on May 18, 2026 and each May 18 thereafter, until fully vested and subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (10) 25% of the total shares vested on January 19, 2022 and 1/48 of the total shares vest each month thereafter, subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (11) With respect to stock options, 25% of the total shares vested on March 20, 2024 and 1/48th of the total shares vest monthly thereafter, subject to continued service through each such vesting date. With respect to RSUs, 5,464 shares vested on March 20, 2024. Of the remaining RSUs, 13/48 of the total shares vested on May 18, 2024, 3/48 of the total shares vest on August 18, 2025 and each August 18 thereafter, 3/48 of the total shares vest on November 18, 2024 and each November 18 thereafter, 4/48 of the total shares vest on March 10, 2025 and each March 10 thereafter, and 2/48 of the total shares vest on May 18, 2025 and each May 18 thereafter, subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (12) 25% of the total shares vested October 15, 2019 and 1/48th of the total shares vest monthly thereafter, subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (13) With respect to stock options, 1/4 of the total shares vest on June 13, 2025 and 1/48 monthly thereafter, subject to continued service through each such vesting date. With respect to RSUs, 16,181 vested on September 30, 2024 upon the Compensation Committee’s determination that the performance criteria were met. Of the remaining RSUs, 3/48 of the total shares vest on August 18, 2024 and each August 18 thereafter; 3/48 of the total shares vest on November 18, 2024 and each November 18 thereafter; 4/48 of the total shares vest on March 10, 2025 and each March 10 thereafter; and 2/48 of the total shares vest on May 18, 2025 and each May 18 thereafter, until fully vested and subject to continued service through each such vesting date. |
Outstanding Equity Awards at December 31, 2024
| (14) Mr. Williams had no equity awards outstanding as of December 31, 2024. |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL As discussed above, we have adopted a Severance Plan applicable to our named executive officers and certain other executives. The table below presents estimated payments and benefits that would have been provided to each of our named executive officers assuming their respective qualifying terminations as of December 31, 2024:
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| | Termination not in connection with Change of Control(1) | | Termination in connection with Change of Control(2) | | | | Named Executive Officer | Cash Severance(3) ($) | COBRA Reimbursement(4) ($) | Cash Severance(3) ($) | COBRA Reimbursement(4) ($) | Acceleration of Unvested Equity Awards(5) ($) | | Wenbin Jiang, Ph.D. Chief Executive Officer and President | 600,000 | 26,737 | 1,800,000 | 53,474 | 2,830,808 | | William McCombe Chief Financial Officer | 315,000 | 6,391 | 840,000 | 12,781 | 703,033 | | Ming Yan, Ph.D. Chief Technology Officer | 318,750 | 18,010 | 850,000 | 36,020 | 984,221 | | Valerie Barnett Chief Legal Officer and Corporate Secretary | 348,750 | 26,336 | 930,000 | 52,671 | 958,404 | | Philippe Busque, Ph.D. Senior Vice President, Global Sales and Services | 180,000 | 5,609 | 540,000 | 11,217 | 287,676 | | Patrik Jeanmonod Former Chief Financial Officer | 125,000 | 0 | 350,000 | 0 | 423,597 | | Chris Williams(6) Former Chief Operating Officer | — | — | — | — | — |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| (1) Based on terms of the Severance Plan as of December 31, 2024, which provide that if the employment of a “covered employee” is terminated by us without “cause” outside the period beginning three months prior to the date of a “change in control” and ending on the one-year anniversary of the change in control (the “change in control period”) (as such terms are defined in the Severance Plan), the covered employee will receive, subject to signing and not revoking a release, (a) a lump sum payment equal to twelve months of the covered employee’s base salary (in the case of our Chief Executive Officer), nine months of the covered employee’s base salary (in the case of our other C-level executives, including our applicable named executive officers) or six months of the covered employee’s base salary (in the case of our SVP-level executives and in the case of our VP-level executives hired before February 20, 2024, including our applicable named executive officers); and (b) payment of COBRA premiums for a period of twelve months (in the case of our Chief Executive Officer), nine months (in the case of our other C-level executives, including our applicable named executive officers) or six months (in the case of our SVP-level executives and in the case of our VP-level executives hired before February 20, 2024, including our applicable named executive officers) following the date of such termination. |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| (2) Based on terms of the Severance Plan as of December 31, 2024, which provides that if, during the change in control period, a covered employee’s employment with us is terminated either (1) by us without “cause” or (2) by the covered employee for “good reason” (as such terms are defined in the Severance Plan), the covered employee will receive, subject to signing and not revoking a release, (a) a lump sum payment equal to 24 months of the covered employee’s base salary (in the case of our Chief Executive Officer), 18 months of the covered employee’s base salary (in the case of our other C-level executives, including our applicable named executive officers) or 12 months of the covered employee’s base salary (in the case of our SVP-level executives and in the case of our VP-level executives hired before February 20, 2024, including our applicable named executive officers); (b) a lump sum payment equal to 100% of the covered employee’s target bonus for the applicable year of termination; (c) payment of COBRA premiums for a period of 24 months (in the case of our Chief Executive Officer), 18 months (in the case of our other C-level executives, including our applicable named executive officers) or 12 months (in the case of our SVP-level executives and in the case of our VP-level executives hired before February 20, 2024, including our applicable named executive officers) following the date of such termination; and (d) vesting acceleration of 100% of the shares subject to the covered employee’s outstanding equity awards (with performance-based awards vesting at the target level). |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| (3) Calculated based on annual base salary in effect as of December 31, 2024. |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| (4) Calculated based on elected healthcare coverage as of December 31, 2024. |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| (5) We estimate the value of the acceleration of options and RSUs held by the named executive officer based on the closing stock price of our common stock of $6.49 per share on December 31, 2024, as reported on Nasdaq, the number of unvested RSUs as of December 31, 2024 and the number of unvested options held by such named executive officer as of December 31, 2024 with an exercise price below the closing stock price of our common stock on December 31, 2024. |
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL
| (6) Mr. Williams was not employed by the Company as of December 31, 2024. |
CHIEF EXECUTIVE OFFICER PAY RATIO
CHIEF EXECUTIVE OFFICER PAY RATIO Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K (“Item 402(u)”), we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. As disclosed in the Summary Compensation Table, the 2024 annual total compensation for our Chief Executive Officer was $6,084,671. The 2024 annual total compensation for our median employee was $143,005. Accordingly, our ratio of the 2024 annual total compensation of our Chief Executive Officer to the 2024 annual total compensation of our median employee (excluding our chief executive officer) is 43 to 1. We believe this ratio, which was calculated in a manner consistent with Item 402(u), to be a reasonable estimate, based upon the assumptions and adjustments described below. Identifying the Median Employee. We identified our median employee, taking into account all individuals, excluding our Chief Executive Officer, who were employed by us on a worldwide basis as of December 31, 2023, whether employed on a full-time, part-time, seasonal or temporary basis, including employees on a partial year leave of absence, and including service providers engaged through professional employment organizations. Except as referenced above, we did not include any contractors or other non-employee workers in our employee population. Compensation Measures and Methodology. The compensation measures used for purposes of identifying the median employee included cash compensation paid with respect to the period between January 1, 2023 and December 31, 2023 and the grant date fair value of equity awards granted between January 1, 2023 and December 31, 2023. Cash compensation included, as applicable, salary or wages plus overtime and payments under our annual incentive plans with respect to the 2023 performance period that were paid in 2024. It excluded payments under our annual incentive plans with respect to the 2022 performance period that were paid in 2023. Equity awards included all new hire and “refresh” equity awards granted in 2023. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect on December 31, 2024. We did not make any cost-of-living adjustments for employees outside of the United States. Using this methodology, we identified two individuals at the median (because there was an even number of employees as of the determination date). The annual total compensation of the two individuals were substantially similar. As a result, we exercised discretion permitted by the rule and selected one of the two identified individuals as our median employee for purposes of calculating the 2023 annual total compensation of our median employee (the “2023 median employee”). There were no changes in our employee population or employee compensation arrangements in 2024 that we believe would significantly impact our pay ratio disclosure. However, the individual selected as our 2023 median employee received a promotion in 2024 that materially increased the employee’s annual total compensation for 2024. Accordingly, we selected another employee (the “2024 median employee”) whose 2023 annual total compensation was substantially similar to the 2023 median employee based on the same data and compensation measure used to select the 2023 median employee. We determined 2024 annual total compensation of the 2024 median employee using the same methodology we used to calculate the amount reported for our Chief Executive Officer as set forth in the 2024 Summary Compensation Table as set forth in this proxy statement. Because SEC rules for identifying the annual total compensation of the median employee allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Supplemental Pay Ratio Disclosure. As approximately 35% of our employees are located in China where the total annual compensation for employees is substantially lower, we believe a supplemental pay ratio utilizing the same methodology as described above but excluding our China-based employees, is useful information for stockholders. When excluding our China-based employees, the 2024 annual total compensation for our median employee, other than our Chief Executive Officer, was $175,487 and the ratio of the 2024 annual total compensation of our Chief Executive Officer to the median was 35 to 1.
Pay-Versus-Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Company- Selected Measure - Revenue(7) (in thousands) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $6,084,671 | $4,403,140 | $1,676,280 | $1,003,204 | $34.59 | $85.43 | ($6,020) | $200,453 | | 2023 | $4,939,242 | $3,723,202 | $2,036,220 | $1,551,529 | $48.61 | $85.92 | ($12,148) | $193,015 | | 2022 | $3,914,142 | $1,934,488 | $1,449,105 | $552,405 | $54.42 | $82.14 | $2,484 | $164,036 | | 2021 | $4,818,502 | ($130,465) | $2,588,687 | $126,586 | $86.99 | $91.40 | $3,027 | $127,950 |
Pay-Versus-Performance Table
| (2) The dollar amounts reported in column (c) represent the amount of “executive compensation actually paid” to Dr. Jiang, as computed in accordance with Item 402(v) of Regulation S-K for each covered year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Jiang during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Jiang’s total compensation for each year to determine the executive compensation actually paid: |
Pay-Versus-Performance Table
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2024 | $6,084,671 | $4,999,990 | $3,318,459 | $4,403,140 | | 2023 | $4,939,242 | $4,000,000 | $2,783,961 | $3,723,202 | | 2022 | $3,914,142 | $2,949,937 | $970,283 | $1,934,488 | | 2021 | $4,818,502 | $4,250,000 | ($698,967) | ($130,465) |
Pay-Versus-Performance Table
| (4) The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our NEOs as a group (excluding Dr. Jiang), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding Dr. Jiang) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each year to determine the executive compensation actually paid, using the same methodology described above in Note 2(b): |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Program
Director Compensation Program Our Board has adopted a non-employee director compensation policy and our Compensation Committee reviews director compensation every two (2) years or more frequently if needed. In evaluating director compensation, the Compensation Committee considers the information, analysis and recommendations provided by Meridian, including data regarding compensation paid to non-employee directors by peer group companies, and seeks to align our director compensation program to market compensation levels and our overall compensation philosophy. In early 2023, per request of the Compensation Committee, Meridian gathered and analyzed compensation data of the peer group companies used for 2023 executive compensation benchmarking for purposes of reviewing non-employee director compensation (the “Meridian director compensation survey”). The Meridian director compensation survey concluded that the level of compensation of our non-employee directors was between the 25th and 50th percentile of the peer group companies. The Meridian director compensation survey recommended an increase in non-employee director compensation to align with the median of the peer group companies. In May 2023, the Compensation Committee recommended and the Board approved an amendment to the non-employee director compensation policy, effective July 1, 2023, to provide for an increase in annual cash retainer paid to non-employee directors from $40,000 to $50,000 and an increase in the value of annual equity awards granted to non-employee directors from $160,000 to $180,000, with 50% of the value of the award composed of stock options and 50% of the value of the award composed of RSUs.
2024 Director Compensation
2024 Director Compensation The following table sets forth information regarding the compensation earned by or paid to our non-employee directors during the year ended December 31, 2024. Wenbin Jiang, Ph.D., our Chief Executive Officer and President, and Ming Yan, Ph.D., our Chief Technology Officer, are also members of our Board, but did not receive any additional compensation for their service as directors. The compensation earned by or paid to Dr. Jiang and Dr. Yan as named executive officers for the year ended December 31, 2024 is set forth under the section entitled “Executive Compensation—Summary Compensation Table.”
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jack Ball | 105,000 | 89,995 | 89,996 | — | 284,992 | | Gisele Dion(3) | 33,427 | — | — | — | 33,427 | | Don Hardison(4) | 62,500 | 89,995 | 89,996 | — | 242,492 | | Michael Holder(5) | 40,000 | 150,000 | 149,997 | — | 339,997 | | Vera Imper, Ph.D. | 64,286 | 89,995 | 89,996 | — | 244,278 | | Deborah Neff | 65,000 | 89,995 | 89,996 | — | 244,992 |
2024 Director Compensation
| (1) Stock awards represent RSUs granted during the year ended December 31, 2024. Each RSU represents the contingent right to receive one share of our common stock upon the satisfaction of the vesting conditions of the award, subject to the recipient’s continuous service through the vesting dates. The amounts disclosed represent the aggregate grant date value of the RSUs granted based on the closing sale price of our common stock as reported on Nasdaq on the grant date. |
2024 Director Compensation
| (2) The amounts reported represent the aggregate grant date fair value of the option awards granted during the year ended December 31, 2024 under our 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant-date fair value of the stock options reported in this column are set forth in Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K as filed with the SEC on February 28, 2025. This amount does not reflect the actual economic value that may be realized by the non-employee director. |
2024 Director Compensation
| (3) Ms. Dion's term on the Board expired on June 5, 2024. |
2024 Director Compensation
| (4) Mr. Hardison’s term on the Board expires on the date of the Annual Meeting. |
2024 Director Compensation
| (5) Mr. Holder's term on the Board began on June 5, 2024. |