Independent
Tenure on this board
4.4 yrs
3 nominees · 3 ballot items.
Three proposals: (1) elect three Class II directors, (2) non-binding advisory approval of named executive officer compensation (“say-on-pay”), and (3) ratify Deloitte & Touche LLP as independent auditors for fiscal 2026.
Elect three Class II director nominees—Vera Imper, Ph.D., Glenn P. Muir and Ming Yan, Ph.D.—each for a three-year term expiring at the 2029 annual meeting.
Advisory vote to approve the compensation of the company’s named executive officers for the year ended December 31, 2025 as disclosed in the proxy statement.
This non-binding, advisory "say-on-pay" proposal asks shareholders to approve the compensation paid to Cytek’s named executive officers for 2025 as detailed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance philosophy and compensation design, which combines base salary, an annual cash incentive tied to revenue and adjusted EBITDA goals, and long-term equity incentives (50% options and 50% RSUs in 2025) targeted to the 50th–75th percentiles of a defined peer group. The Compensation Committee engaged an independent consultant (Meridian) and used a peer group and market data to set salary, target bonus percentages, and equity grant targets; it also adjusted base salaries and target bonuses in 2025 to better align with market medians. The company emphasizes equity-heavy awards to align executive and shareholder interests and uses corporate goals (revenue and adjusted EBITDA) to determine annual cash incentive payouts; the 2025 achievement metrics produced a below-maximum payout (approximately 78.4% for most NEOs). The vote is advisory and non-binding, but the Board states it values shareholder feedback and will consider the vote outcome when setting future compensation policies. The Compensation Committee’s stated rationale for recommending a "FOR" vote is that the program effectively links pay to performance, supports retention and long-term value creation, and reflects remediation and benchmarking efforts after prior stockholder engagement. The proposal is contextualized by recent stockholder outreach around governance and internal control remediation; management notes remediation of previously-identified material weaknesses in internal control over financial reporting as of December 31, 2025. For an institutional investor evaluating this proposal, key considerations include the program’s peer benchmarking, the relative weighting of revenue vs. adjusted EBITDA in bonus calculation, the board’s responsiveness to prior shareholder feedback, and the advisory nature of the vote which allows the Board flexibility while still indicating shareholder sentiment.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.72% | 12,556,328 | $55M |
| 2 | Topline Capital Management, LLC | 5.47% | 7,064,481 | $31M |
| 3 | HHLR ADVISORS, LTD. | 5.15% | 6,657,030 | $29M |
| 4 | MILLENNIUM MANAGEMENT LLC | 4.87% | 6,291,798 | $27M |
| 5 | Boston Partners | 4.49% | 5,802,773 | $25M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.69% | 4,762,904 | $21M |
| 7 | STATE STREET CORP | 3.19% | 4,123,748 | $18M |
| 8 | BlackRock, Inc. | 2.49% | 3,221,144 | $14M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.93% | 2,494,607 | $11M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.88% | 2,433,384 | $11M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.