SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Cytek Biosciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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CYTEK BIOSCIENCES, INC.

47215 Lakeview Boulevard

Fremont, California 94538

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 5, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (“Annual Meeting”) of Cytek Biosciences, Inc., a Delaware corporation. The Annual Meeting will be held virtually through a live webcast at www.virtualshareholdermeeting.com/CTKB2024 on Wednesday, June 5, 2024 at 11:00 a.m. Pacific Time. You will not be able to attend the meeting in person.

The Annual Meeting will be held for the following purposes:

1.	To elect two Class III directors, Wenbin Jiang, Ph.D. and Michael Holder, each to serve a three-year term expiring at our 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

2.	To vote, on an advisory basis, regarding the compensation of our named executive officers for the year ended December 31, 2023, as set forth in this proxy statement.

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

4.	To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this notice.

The Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/CTKB2024 and entering the 16-digit Control Number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 10:45 a.m. Pacific Time on June 5, 2024.

The record date for the Annual Meeting is April 8, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. For the 10 days ending the day prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters. To access the list, stockholders should email investors@cytekbio.com. The proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023, are being distributed and made available on or about April 25, 2024.

By Order of the Board of Directors

Valerie Barnett

Corporate Secretary

Fremont, California

April 25, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting

to be Held on Wednesday, June 5, 2024 at 11:00 a.m. Pacific Time.

The proxy statement and annual report to stockholders are available at www.proxyvote.com.

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please vote in advance by proxy over the telephone or the internet as instructed in these materials as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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CYTEK BIOSCIENCES, INC.

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSAL 1 ELECTION OF CLASS III DIRECTORS			7
Classified Board			7
Nominees for Election for a Three-Year Term Expiring at our 2027 Annual Meeting			8
Directors Continuing in Office Until our 2025 Annual Meeting			8
Directors Continuing in Office Until our 2026 Annual Meeting			9
Required Vote			10
Recommendation			10
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Independence of the Board of Directors			11
Board Leadership Structure			11
Role of the Board of Directors in Risk Oversight			12
Board of Directors Evaluation Process			12
Board of Directors Diversity			13
Meetings of the Board of Directors			13
Information Regarding Committees of the Board of Directors			13
Audit Committee			14
Compensation Committee			14
Nominating and Corporate Governance Committee			15
Communications With the Board of Directors			16
Code of Ethics			16
Corporate Governance Guidelines			16
Prohibition on Hedging, Pledging and Short Sales			17
PROPOSAL 2 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			18
Compensation Program and Philosophy			18
Required Vote			18
Recommendation			18
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
Principal Accountant Fees and Services			19
Pre-Approval Policies and Procedures			19
Required Vote			20
Recommendation			20
REPORT OF THE AUDIT COMMITTEE			21
EXECUTIVE OFFICERS			22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24

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EXECUTIVE COMPENSATION			26
Compensation Discussion and Analysis			26
Overview			26
Consideration of the 2023 “Say on Pay” Vote			26
Objectives and Principles of Our Executive Compensation Program			26
Role of the Compensation Committee and Executive Officers in Setting Executive Compensation			26
Compensation Committee Processes and Procedures			27
Role of Independent Compensation Consultant			27
Peer Group Companies			28
Scope of 2023 Meridian Survey			28
Elements of Executive Compensation			28
Cash Compensation			29
Long-Term Equity Incentive Awards			31
Employment Agreements and Offer Letters			32
Severance Benefit Program			32
Employee Benefits			33
401(k) Retirement Savings Plan			33
Clawback Policy			33
Tax and Accounting Implications			33
Report of the Compensation Committee			34
Executive Compensation Tables			35
Summary Compensation Table			26
2023 Grants of Plan-Based Awards			36
2023 Option Exercises and Stock Vested			37
Outstanding Equity Awards at December 31, 2023			38
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL			39
CHIEF EXECUTIVE OFFICER PAY RATIO			40
PAY-VERSUS-PERFORMANCE DISCLOSURE			41
Pay-Versus-Performance Table			41
Financial Performance Measures			43
Analysis of Information Presented in Pay-Versus-Performance Table			43
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			46
Equity Compensation Plan Information			46
DIRECTOR COMPENSATION			47
Director Compensation Program			47
Cash Compensation			47
Equity Compensation			47
Other Compensation			48
2023 Director Compensation			49
Director Equity Awards			49
TRANSACTIONS WITH RELATED PERSONS			50
Certain Related Person Transactions			50
Indemnification			50
DELINQUENT SECTION 16(A) REPORTS			50
HOUSEHOLDING OF PROXY MATERIALS			51
OTHER MATTERS			52

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Cytek Biosciences, Inc. (sometimes referred to as the “Company,” “Cytek,” “we,” “us,” or “our”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the “Annual Meeting”). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 25, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card with a second notice ten days after our first mailing of the Notice or thereafter but you will not receive paper copies of the proxy materials unless you specifically request the materials. Please follow instructions provided in the Notice if you would like to receive paper copies of the proxy materials free-of-charge.

How do I attend the annual meeting?

The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/CTKB2024. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/CTKB2024.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 8, 2024, the record date, or hold a valid proxy for the meeting.

To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/CTKB2024 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice, voting instruction form, or in the email sending you the proxy materials. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

We encourage you to access the Annual Meeting before it begins. Online check-in will start at approximately 10:45 a.m. (Pacific Time) on June 5, 2024. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis.

What if I cannot find my Control Number?

If you cannot locate your Control Number and you are a stockholder of record, you will be able to login as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/CTKB2024 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Will a list of stockholders of record be made available?

For the 10 days ending the day prior to the Annual Meeting, a list of stockholders of record as of the close of business on the record date will be available for examination by any stockholder for a legally valid purpose at our corporate headquarters during regular business hours. To access the list, stockholders should email investors@cytekbio.com.

Where can we get technical assistance?

If you have difficulty accessing the meeting, technicians will be available to help you. A telephone number for technical assistance can be found at www.virtualshareholdermeeting.com/CTKB2024.

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How do we ask questions of management and the Board at the Annual Meeting?

We plan to have a question and answer session at the Annual Meeting and will include as many stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.virtualshareholdermeeting.com/CTKB2024 after logging in with your Control Number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/CTKB2024.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 8, 2024 will be entitled to vote at the Annual Meeting. On the record date, there were 131,264,277 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 8, 2024 your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or in advance by proxy. Whether or not you plan to attend the meeting, we urge you to vote in advance by proxy over the telephone or through the internet to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 8, 2024 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and this Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may access the meeting at www.virtualshareholdermeeting.com/CTKB2024. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

1.	To elect two Class III directors, each to serve a three-year term expiring at our 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal (Proposal 1).

2.	To vote, on an advisory basis, regarding the compensation of our named executive officers for the year ended December 31, 2023, as set forth in this proxy statement (Proposal 2).

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3).

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

How do I vote?

Proposal 1: You may either vote “FOR” all the nominees to the Board or you may “WITHHOLD” your vote for any nominee you specify.

Proposal 2: You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on the proposal regarding the compensation of our named executive officers for the year ended December 31, 2023.

Proposal 3: You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or in advance by proxy over the telephone or through the internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy.

•	To vote prior to the Annual Meeting (until 11:59 p.m. (Eastern Time) on June 4, 2024), you may vote through the internet, by telephone or by completing a proxy card, which will be provided if you request a printed copy of the proxy materials.

•

To vote through the internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and your Control Number, which can be found on the Notice. Your internet vote must be received by 11:59 p.m. (Eastern Time) on June 4, 2024 to be counted.

•	To vote over the telephone, follow the instructions in the Notice or voter instruction form. You will be asked to provide the company number and your Control Number, which can be found on the Notice. Your telephone vote must be received by 11:59 p.m. (Eastern Time) on June 4, 2024 to be counted.

•

If you request printed copies of the proxy materials, a proxy card will be provided. You may vote by mail by completing, signing and dating the proxy card and returning it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•	To vote during the Annual Meeting, follow the instructions at www.virtualshareholdermeeting.com/CTKB2024. You will need to enter the 16-digit Control Number found on the Notice.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice containing voting instructions from that organization rather than from Cytek Biosciences, Inc.

•	To vote prior to the Annual Meeting, simply follow the voting instructions in the notice to ensure that your vote is counted.

•	To vote during the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of our common stock you own as of April 8, 2024.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote in advance or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” the election of all director nominees, “FOR” approval of the compensation of our named executive officers for the year ended December 31, 2023, and “FOR” ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

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If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the stock exchange rules, brokers, banks and other securities intermediaries that are subject to such stock exchange rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under such stock exchange rules, but not with respect to “non-routine” matters. In this regard, Proposal 3 is considered a “routine” matter under applicable rules and interpretations, meaning that if you do not return voting instructions to your broker, broker, bank or other agent by its deadline, your shares may be voted by your broker in its discretion on Proposal 3. However, Proposals 1 and 2 are considered to be “non-routine” under applicable rules and interpretations and we therefore expect broker non-votes to exist in connection with the proposal.

What are “broker non-votes”?

A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to non-routine matters are counted as “broker non-votes.”

How many votes are needed to approve each proposal? How are votes counted?

The voting requirements and the impact of broker non-votes and abstentions for the proposals to be considered at the Annual Meeting are as follows:

Proposal

Vote Required

“Withhold”

Vote

Effect of

Abstentions

Effect of

Broker

Non-Votes

on Outcome

Proposal 1—Election of Class III Directors

You may vote “FOR” all of the nominees, “WITHHOLD” your vote with respect to all of the nominees or “FOR” all of the nominees except for any of the nominees that you specify.

Plurality of the shares, which means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

No effect

Not applicable

No effect

Proposal 2—Non-Binding Advisory Vote on Approval of Executive Compensation

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on this proposal.

Majority of the shares present (by virtual attendance) or represented by proxy and entitled to vote on the proposal. Since this proposal is an advisory vote, the result will not be binding on our board of directors. However, our board of directors values our stockholders’ opinions, and our board of directors and the compensation committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

Not applicable

Deemed to be votes against the proposal

None

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Proposal

Vote Required

“Withhold”

Vote

Effect of

Abstentions

Effect of

Broker

Non-Votes

on Outcome

Proposal 3—Ratification of the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on this proposal.

Majority of the shares present (by virtual attendance) or represented by proxy and entitled to vote on the proposal

Not applicable

Deemed to be votes against the proposal

Not applicable

As a reminder, if you are a beneficial owner of shares held in street name, to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting virtually or represented by proxy. On the record date, there were 131,264,277 shares outstanding and entitled to vote. Thus, the holders of 65,632,139 shares must be present virtually or represented by proxy at the meeting to have a quorum.

Abstentions, withhold votes and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. Your most current proxy is the one that is counted. If you are the stockholder of record, you may revoke your proxy in any one of the following ways:

•	You may grant a subsequent proxy by telephone or through the internet.

•	You may submit another properly completed proxy card with a later date.

•	You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary.

•	You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

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When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 26, 2024 to Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary.

Our amended and restated bylaws (“Bylaws”) provide that, for stockholder proposals that are not to be included in next year’s proxy materials to be considered at next year’s annual meeting, stockholders must give timely advance written notice thereof to our Corporate Secretary at Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary. In order to be considered timely, notice of a proposal (including a director nomination) for consideration at the 2025 annual meeting of stockholders that is not to be included in next year’s proxy materials must be received by our Corporate Secretary in writing no earlier than the close of business on February 5, 2025 or later than the close of business on March 7, 2025. However, if our 2025 annual meeting of stockholders is not held between May 6, 2025 and July 5, 2025, the notice must be received (A) not earlier than the close of business on the 120th day prior to the 2025 annual meeting of stockholders, and (B) not later than the close of business on the later of the 90th day prior to the 2025 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2025 annual meeting is first made. Any such notice to the Corporate Secretary must include the information required by our Bylaws. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide in their notice any additional information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, we will file an additional Form 8-K to publish the final results.

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PROPOSAL 1

ELECTION OF CLASS III DIRECTORS

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. Vacancies on the Board 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, including Jack Ball, Gisele Dion, Don Hardison, Vera Imper, Ph.D., Wenbin Jiang, Ph.D., Deborah Neff, and Ming Yan, Ph.D. Dr. Jiang’s and Ms. Dion’s term of office expires on the date of the Annual Meeting. Ms. Dion will no longer be on our Board following the expiration of her term at the Annual Meeting.

The Board has nominated Dr. Jiang and Michael Holder for election as Class III directors at the Annual Meeting, as recommended by our Nominating and Corporate Governance Committee. If elected at the Annual Meeting, each of these nominees would serve until our 2027 annual meeting and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Four of our directors attended our 2023 annual meeting of stockholders (the “2023 Annual Meeting”).

The following table sets forth the Class III 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 March 31, 2024:

Name	Age	Independent⁽⁵⁾	Title
Class III Director Nominees⁽¹⁾
Wenbin Jiang, Ph.D.	60		Chief Executive Officer and Director
Michael Holder	61	✔
Class I Directors⁽¹⁾
Deborah Neff⁽²⁾⁽³⁾	71	✔	Director
Don Hardison⁽³⁾⁽⁴⁾	73	✔	Director
Class II Director⁽¹⁾
Jack Ball*⁽²⁾⁽⁴⁾	77	✔	Director
Vera Imper, Ph.D.⁽³⁾	62	✔	Director
Ming Yan, Ph.D.	61		Chief Technology Officer and Director

*	Lead independent director.

(1)

Class III director nominees are up for election at the Annual Meeting and will continue in office until our 2027 annual meeting of stockholders if elected, Class I directors will continue in office until our 2025 annual meeting of stockholders and Class II directors will continue in office until our 2026 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.

(2)	Member of the Audit Committee.

(3)	Member of the Nominating and Corporate Governance Committee.

(4)	Member of the Compensation Committee.

(5)	As defined in the Nasdaq Stock Market (“Nasdaq”) and SEC rules, as applicable.

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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 2027 Annual Meeting

Wenbin Jiang, Ph.D. has served as our Chief Executive Officer and a member of our board of directors 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.

Michael Holder is a nominee to serve as a member of our board of directors. Since 2023, Mr. Holder has served as the Principal of Gloria Consulting Partners LLC, an executive management, business strategy, and financial consulting company. 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 served as a member of the board of directors of Carolina Longevity Institute, LLC from 2017 to 2019 and Limitless LLC, a privately-held nutraceutical research and development company, from 2018 to 2019. Mr. Holder also served on the board of directors of Organ Transport Systems, Inc. from 2005-2017, and Cyphre Inc., a privately-held cybersecurity company, from 2016-2017. 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).

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.

Directors Continuing in Office Until our 2025 Annual Meeting

Deborah Neff has served as a member of our board of directors 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 Vice Chair of University of California, Davis Foundation, on the board of directors of Guide Dogs for the Blind, and on the advisory boards of privately funded start-up companies Wainamics, Inc. and Partillion Bioscience Inc. Ms. Neff holds a B.S. in Physiology from the University of California, Davis

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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.

Don Hardison has served as a member on our board of directors since June 2022. From 2017 to February 2021, Mr. Hardison served as the President, Chief Executive Officer and board member of Biotheranostics, Inc., a privately-held molecular oncology diagnostics company acquired by Hologic, Inc. in February 2021. From 2010 to 2016, Mr. Hardison served as President, Chief Executive Officer and board member of Good Start Genetics, Inc., a privately-held molecular diagnostics/information company. From 2007 to 2009, he served as Executive Vice President and Chief Operating Officer of Laboratory Corporation of America (LabCorp), a publicly-traded healthcare diagnostics company, and served as President, Chief Executive Officer and board member of Exact Sciences Corporation, a publicly-traded biotechnology company, from 2000 to 2007. Since 2021, Mr. Hardison also serves on the board of directors of BioPorto Diagnostics A/S, a publicly-traded medical technology company; and MDX Health SA, a publicly-traded molecular oncology company. He served on the board of directors of HTG Molecular Diagnostic, a publicly-traded biotechnology company, from 2016 to 2023. He also serves on the board of directors of and as an advisor to privately-held healthcare companies from time to time. Mr. Hardison holds an A.B. in Political Science from the University of North Carolina at Chapel Hill.

We believe that Mr. Hardison’s extensive experience as an executive in the biotechnology industry and on the board of directors of publicly-traded biotechnology companies provides him with the qualifications and skills to serve as a director of our company.

Directors Continuing in Office Until our 2026 Annual Meeting

Jack Ball has served as a member of our board of directors since September 2018. Since 2011, Mr. Ball has served as the President of Tyball Associates LLC, a medical device consulting firm. He also serves 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. 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 of directors 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 of directors 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

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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.

Required Vote

Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

The Nasdaq listing standards require that a majority of the members of our Board must qualify as “independent,” as affirmatively determined by the Board. The standards provide that a director is independent if, in the opinion of that company’s board of directors, such person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board consults with our legal counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time. The Board annually reviews the independence of our directors, taking into account all relevant facts and circumstances. In its most recent review, the Board considered all facts and circumstances that our Board deemed relevant in determining their independence.

Applying these standards, the Board has affirmatively determined that the following five current directors are independent directors within the meaning of the applicable Nasdaq listing standards: Jack Ball, Gisele Dion, Don Hardison, Vera Imper, Ph.D. and Deborah Neff. The Board has also affirmatively determined that director nominee, Michael Holder, is independent within the meaning of the applicable Nasdaq listing standards. The Board found that none of these directors or director nominees had a material or other disqualifying relationship with us.

Board of Directors Leadership Structure

The Board is currently chaired by our Chief Executive Officer and President, Dr. Jiang. The Board has also appointed Mr. Ball as lead independent director.

Our Corporate Governance Guidelines provide that our Board shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the Nominating and Corporate Governance Committee shall periodically consider the leadership structure of our Board and make recommendations to the Board with respect thereto as appropriate. Our Corporate Governance Guidelines also provide that, when the chairperson is not an independent director, the Board may designate one of the independent directors as a “lead independent director.” The chairperson schedules and sets the agenda for meetings of the Board in consultation with the lead independent director, and the chairperson chairs such meetings.

Our Board believes that our stockholders and the company currently are best served by having Dr. Jiang, our Chief Executive Officer, serve as chairman of the Board and Mr. Ball serve as our lead independent director. Our Board believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the Board and management to benefit from Dr. Jiang’s executive leadership and operational experience, including familiarity with our business as a founder and Chief Executive Officer. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while our Chief Executive Officer brings company-specific experience and expertise. Our Board believes that Dr. Jiang’s combined role as Chief Executive Officer and chairman of the Board enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders. Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, including the role and responsibilities of the lead independent director, the composition of the Board and sound corporate governance policies and practices.

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Role of the Board of Directors in Risk Oversight

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The full Board also considers our cybersecurity risk exposure and has oversight of our policies and procedures that identify and mitigate our cybersecurity risks.

•

Our Audit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

•	Our Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

•	Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board of Directors Evaluation Process

Each year, our Board and its committees complete an assessment of their performance, respectively. The assessment includes an evaluation of the topics covered by the Board or applicable committee during the year, the effectiveness of the Board and committees in fulfilling their functions and responsibilities, the structure, composition and processes of the Board or applicable committee and the information received by the Board or applicable committee in fulfilling their functions. Our Nominating and Corporate Governance Committee oversees this assessment process.

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Board of Directors Diversity

The Board Diversity Matrix below provides the diversity statistics for directors serving on our Board during 2023. Last year’s Board Diversity Matrix is available in our 2023 proxy statement filed with the SEC on April 28, 2023.

Board Diversity Matrix (As of April 8, 2024)
Total Number of Directors	7
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3 Gisele Dion Vera Imper, Ph.D. Deborah Neff	4 Jack Ball Don Hardison Wenbin Jiang, Ph.D. Ming Yan, Ph.D.	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	2 Wenbin Jiang, Ph.D. Ming Yan, Ph.D.	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3 Gisele Dion Vera Imper, Ph.D. Deborah Neff	2 Jack Ball Don Hardison	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Meetings of the Board of Directors

The Board met 12 times during 2023. During 2023, each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during the period in which he or she served as a director or committee member.

Information Regarding Committees of the Board of Directors

The Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The following table provides membership and meeting information for 2023 for each of the Board committees:

Name	Audit	Compensation	Nominating and Corporate Governance
Jack Ball	Member	Chair	—
Gisele Dion⁽¹⁾	Chair	Member	—
Don Hardison	—	Member	Member
Vera Imper, Ph.D.	—	—	Chair
Deborah Neff⁽²⁾	Member	—	Member
Total meetings in 2023	6	4	3

(1)	Ms. Dion’s term expires on the date of the Annual Meeting.

(2)	Ms. Neff was appointed to serve on the Nominating and Corporate Governance Committee, effective November 13, 2023.

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Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements. The Audit Committee evaluates the performance and assesses the qualifications of our independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on our audit engagement team as required by law; reviews and approves or rejects transactions between us and any related persons; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review our annual audited financial statements and quarterly financial statements with management and the independent auditors, including a review of our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Audit Committee is composed of three directors: Ms. Dion (Chair), Mr. Ball and Ms. Neff. Following the Annual Meeting, Ms. Dion will no longer serve on the Board or the Audit Committee and, if elected, Mr. Holder will serve on the Board and as Chair of the Audit Committee. The Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

The Board has also determined that Mr. Holder qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Holder’s level of knowledge and experience based on a number of factors, including his formal education, certification and experience in senior finance and accounting roles at public reporting companies.

The Board has adopted a written Audit Committee charter that is available to stockholders on our website at https://investors.cytekbio.com.

Compensation Committee

The Compensation Committee acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs, including:

•	establishment of corporate and individual performance objectives relevant to the compensation of our executive officers, directors and other senior management and evaluation of performance in light of these stated objectives;

•	review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our Chief Executive Officer and our other executive officers and directors; and

•	administration of our equity compensation plans and other similar plans and programs.

The Compensation Committee is currently composed of three directors: Mr. Ball (Chair), Ms. Dion and Mr. Hardison. Following the Annual Meeting, Ms. Dion will no longer serve on the Board or the Compensation Committee. All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards).

The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at https://investors.cytekbio.com.

Please see the sections entitled “Executive Compensation” and “Director Compensation” for a description of our processes and procedures for the consideration and determination of executive officer and director compensation.

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Equity Awards Committee

In 2021, the Board formed an Equity Awards Committee, currently composed of our Chief Executive Officer, Chief Legal Officer and Chief People Officer, to which it delegated authority to grant, without any further action required by the Board or the Compensation Committee, stock options and/or restricted stock units to employees who are leveled below Vice President. The Compensation Committee is responsible for oversight of the Equity Awards Committee.

The purpose of this delegation of authority is to enhance the flexibility of our equity awards administration and to facilitate the timely grant of equity awards to newly-hired employees and to existing employees in connection with the annual review process and promotions outside the ordinary annual review process in circumstances where management has determined that additional individual incentives are appropriate. Under the delegation in effect in 2023, the Equity Awards Committee could not grant equity awards to acquire more than an aggregate of 4,000,000 shares of our common stock. The number of shares underlying individual equity grants by the Equity Awards Committee is limited to a range based upon employee level, as approved by the Board or the Compensation Committee.

As part of its oversight function, the Compensation Committee reviews the grants made by the Equity Awards Committee on a quarterly basis. During 2023, the Equity Awards Committee exercised its authority to grant restricted stock units to purchase an aggregate of approximately 1,677,467 shares to non-officer employees.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee in 2023 was at any time during 2023 or at any other time an officer or employee of Cytek or any of our subsidiaries. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that had one or more executive officers who served on our Board or our Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve on our Board (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, making recommendations to the Board of candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board and its committees and developing a set of corporate governance principles for the Company.

The Nominating and Corporate Governance Committee is composed of three directors: Dr. Imper (Chair), Mr. Hardison and Ms. Neff. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards).

The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website and https://investors.cytekbio.com.

Nominations Process and Director Qualifications

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity (including gender, racial and ethnic diversity), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of

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the Board. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of legal counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Additional information regarding the process and required information to properly and timely submit stockholder nominations for candidates for membership on our Board is set forth in our Bylaws and Corporate Governance Guidelines.

Communications with the Board of Directors

The Board, including a majority of the independent directors, has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538, Attention: Corporate Secretary. All communications are reviewed by our Corporate Secretary and provided to the members of the Board consistent with a screening policy providing that unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of the Board will not be provided to directors. Any communication that is not provided to directors is recorded in a log and made available to our Board. All communications directed to the Audit Committee in accordance with our Whistleblower Policy for Accounting and Audit Matters will be promptly and directly forwarded to the Audit Committee. This information is available on our website at https://investors.cytekbio.com.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on our website at https://investors.cytekbio.com. If we ever were to amend or waive any provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K.

Corporate Governance Guidelines

In June 2021, the Board documented our governance practices by adopting the Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to Board composition and selection, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed on our website at https://investors.cytekbio.com.

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Prohibition on Hedging, Pledging and Short Sales

To ensure alignment of the interests of our stockholders, our Insider Trading Policy prohibits short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to our securities for all Cytek employees, directors and consultants, their respective family members and other household members, and all companies controlled by those covered by our Insider Trading Policy.

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PROPOSAL 2

NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted on July 21, 2010, and Section 14A of the Exchange Act require that we seek, on a non-binding advisory basis, stockholder approval of the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.

Compensation Program and Philosophy

The primary goal of our executive compensation program is to ensure that we hire and retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals. In determining the form and amount of compensation payable to our executive officers, we are guided by the following objectives and principles:

•	compensation should relate to performance;

•	equity awards help executive officers think like stockholders; and

•	total compensation opportunities should be competitive.

Our Board believes that our current executive compensation program has been effective at linking executive compensation to our performance and aligning the interests of our executive officers with those of our stockholders. Stockholders are urged to read the section entitled “Executive Compensation,” which further discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers.

The Compensation Committee and the Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:

“RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of Cytek Biosciences, Inc.’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures set forth in the proxy statement relating to Cytek Biosciences, Inc.’s 2024 annual meeting of stockholders.”

Required Vote

The affirmative “FOR” vote of a majority of the shares present, represented and entitled to vote on the proposal is required to approve, on an advisory and non-binding basis, the compensation awarded to named executive officers for the year ended December 31, 2023. You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal.

Although this say-on-pay vote is advisory and, therefore, will not be binding on us, our Compensation Committee and our Board value the opinions of our stockholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and the Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns.

Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and has further directed that management submit the selection for ratification by the stockholders at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since 2019. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Board is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for services rendered relating to the years ended December 31, 2022 and 2023 by Deloitte & Touche LLP, our independent registered public accountant:

	Year Ended December 31
	2023	2022
	(in thousands)
Audit Fees⁽¹⁾	$ 3,617	$ 2,872
Audit-related Fees⁽²⁾	30	25
Tax Fees⁽³⁾	850	203
All Other Fees	—	—
Total Fees	$ 4,497	$ 3,099

(1)

Consists of fees billed for professional services rendered for the audits of our annual financial statements (which included an assessment of the effectiveness of our internal controls over financial reporting) and the reviews of our interim financial statements, which were included in the year to which the audit or review related.

(2)	Consists of fees billed for professional services associated with SEC registration statements and other documents filed with the SEC.

(3)	Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

All fees described above were pre-approved by the Audit Committee.

During the year ended December 31, 2023, no hours expended on our financial audit by Deloitte & Touche LLP were provided by persons other than Deloitte & Touche LLP’s full-time permanent employees.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of non-audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.

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Required Vote

The affirmative vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

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REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of our Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless and only to the extent that we specifically incorporate it by reference.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2023 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Submitted by the Audit Committee

Gisele Dion (Chair)

Jack Ball

Deborah Neff

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EXECUTIVE OFFICERS

The following table sets forth information for our executive officers as of March 31, 2024:

Name	Age	Position
Wenbin Jiang, Ph.D.	60	Chief Executive Officer, President and Director
Ming Yan, Ph.D.	61	Chief Technology Officer and Director
William McCombe	66	Chief Financial Officer
Chris Williams	55	Chief Operating Officer
Valerie Barnett	49	Chief Legal Officer and Corporate Secretary
Allen Poirson, Ph.D.	64	Senior Vice President, Business and Corporate Development
Philippe Busque, Ph.D.	53	Senior Vice President, Global Sales and Services

The executive officers serve at the discretion of our Board. There is no family relationship between any of our directors or executive officers and any of our other directors or executive officers.

For information regarding Drs. Jiang and Yan, please refer to Proposal No. 1, “Election of Directors,” above.

William McCombe has served as our Chief Financial Officer since March 2024. Prior to joining our company, Mr. McCombe served as Chief Financial Officer at Velo3D Inc., a metal 3D printing systems company, from August 2020 to September 2023 and as Chief Financial Officer at HZO, Inc., a nano coatings company, from 2018 to 2020. Mr. McCombe also previously served as Chief Financial Officer at Maxar Technologies Inc., a satellite and space imaging company, from 2016 to 2018. Prior to that, Mr. McCombe served as Managing Director, Mergers and Acquisitions, at Bank of America Merrill Lynch and Morgan Stanley. Mr. McCombe holds an M.B.A. from Columbia University Graduate School of Business and a Bachelor of Laws and Commerce from the University of Melbourne.

Chris Williams has served as our Chief Operating Officer since October 2022. Prior to joining our company, Mr. Williams served as Vice President of Engineering, Technology, Operations, and Innovation of the Pharma Services Group of Thermo Fisher, a life science company, from January 2022 to October 2022, and held previous roles at Thermo Fisher from October 2018 to January 2022, including as Vice President and General Manager for Single Use Technologies and Vice President and General Manager for Bioprocess Equipment and Automation. From 2006 to 2018, Mr. Williams served in various roles at Bayer Pharmaceuticals Division, a life science company, including as Vice President of Site Engineering from August 2017 to October 2018. Mr. Williams holds a B.S. in Mechanical Engineering from the University of Texas at Austin, with a technical specialty in Operations Research/Industrial Engineering.

Valerie Barnett has served as our Chief Legal Officer since February 2024 and Corporate Secretary since April 2021. Ms. Barnett served as our General Counsel from January 2021 to February 2024. Prior to joining our company, Ms. Barnett served as Vice President, Legal and Corporate Secretary at Dermira, Inc., a biopharmaceutical company focused on dermatologic diseases, from 2015 to 2020 until its acquisition by Eli Lilly and Company. Ms. Barnett also served as Associate General Counsel at Fluidigm Corporation (now known as Standard BioTools Inc.), a biotechnology tools company, from 2011 to 2015. Prior to that, Ms. Barnett practiced law as a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati. Ms. Barnett holds a B.A. in Political Science from the University of California, Irvine and a J.D. from Cornell Law School.

Allen Poirson, Ph.D. has served as our Senior Vice President, Business and Corporate Development since May 2022. From April 2021 to May 2022, Dr. Poirson served as our Senior Vice President of Marketing and Corporate Development. Dr. Poirson also served as a member of our board of directors from August 2018 to March 2021. From August 2019 to April 2021, Dr. Poirson was the Senior Vice President of Business Development at twoXAR, Inc. (now known as Aria Pharmaceuticals, Inc.), a biopharmaceutical company. Dr. Poirson also previously served as Chief Executive Officer and Chair of Sony Biotechnology Inc., a biotechnology company, from 2012 to 2017. Dr. Poirson’s domain expertise includes analytic instruments, computational biotechnology, medical devices, in vitro diagnostics, chemistry and software. Dr. Poirson has formal scientific training in neuroscience and has held research positions at Howard Hughes Medical Institute, a non-profit medical research organization and NASA, a federal aeronautics and space research agency. Dr. Poirson holds a B.A. and a Ph.D. in Psychology from Stanford University.

Philippe Busque, Ph.D. has served as our Senior Vice President, Global Sales and Services since August 2023. Prior to his current role, Dr. Busque was our Acting General Manager for EMEA from March 2023 to August 2023. From November 2015 to March 2023, Dr. Busque served as the General Manager of various operating units at

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Abbott Diabetes Inc., a subsidiary of Abbott Laboratories, a healthcare company, and Johnson & Johnson Inc., a healthcare company. Dr. Busque also previously served as Vice President, Global Sales and Marketing of Sony Biotechnology Inc., a biotechnology company, from 2012 to 2015 and in multiple roles at BD Biosciences from 1998 to 2012, including as Vice President, Sales, Service, Customer Service. Dr. Busque holds a B. Sc. in Biology, M.Sc. in Microbiology and Ph.D. in Immunology from Universite de Montreal.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2024 (except as otherwise noted), by:

•	each of our named executive officers;

•	each of our directors and director nominees;

•	each stockholder known by us to be the beneficial owner of more than 5% of our common stock; and

•	all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 131,254,181 shares of common stock outstanding as of March 31, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 31, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities that own five percent (5%) or more of our common stock listed in the table below is c/o Cytek Biosciences, Inc., 47215 Lakeview Boulevard, Fremont, California 94538.

	Beneficial Ownership
Beneficial Owner	Number of Shares of Common Stock	Percent of Total
Named Executive Officers, Directors and Director Nominees
Wenbin Jiang, Ph.D.⁽¹⁾⁽⁹⁾	5,798,561	4.4%
Ming Yan, Ph.D.⁽²⁾	6,212,469	4.7%
William McCombe⁽³⁾	—	*
Valerie Barnett⁽⁴⁾	255,653	*
Allen Poirson, Ph.D.⁽⁵⁾	264,000	*
Jack Ball⁽⁶⁾	52,788	*
Gisele Dion⁽⁷⁾	44,122	*
Don Hardison⁽⁸⁾	30,036	*
Vera Imper, Ph.D.⁽⁸⁾	48,031	*
Deborah Neff⁽⁸⁾	30,036	*
Michael Holder⁽⁹⁾	—	—
All executive officers and directors as a group (13 persons)⁽¹⁰⁾	12,786,996	9.6%
5% Stockholders
Entities affiliated with BlackRock, Inc.⁽¹¹⁾	17,779,753	13.6%
Entities affiliated with Brown Capital⁽¹²⁾	12,016,325	9.2%
Entities affiliated with The Vanguard Group⁽¹³⁾	11,890,700	9.1%
Entities affiliated with RA Capital Management⁽¹⁴⁾	6,809,404	5.2%
Entities affiliated with HHLR Advisors, Ltd.⁽¹⁵⁾	6,657,030	5.1%

*	Less than one percent of the outstanding shares of our common stock.

(1)	Consists of (i) 5,303,911 shares of common stock and (ii) 494,650 shares issuable pursuant to stock options exercisable and restricted stock units vesting within 60 days of March 31, 2024.

(2)	Consists of (i) 6,010,402 shares of common stock and (ii) 202,067 shares issuable pursuant to stock options exercisable and restricted stock units vesting within 60 days of March 31, 2024.

(3)	Mr. McCombe was appointed Chief Financial Officer, effective March 18, 2024.

(4)	Consists of (i) 36,169 shares of common stock and (ii) 219,484 shares issuable pursuant to stock options exercisable and restricted stock units vesting within 60 days of March 31, 2024.

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(5)	Consists of (i) 51,055 shares of common stock and (ii) 212,945 shares issuable pursuant to stock options exercisable and restricted stock units vesting within 60 days of March 31, 2024.

(6)	Consists of (i) 26,999 shares of common stock and (ii) 25,789 shares issuable pursuant to stock options exercisable and restricted stock units vesting within 60 days of March 31, 2024.

(7)	Consists of (i) 5,000 shares of common stock and (ii) 39,122 shares issuable pursuant to stock options exercisable within 60 days of March 31, 2024.

(8)	Consists of shares of common stock issuable pursuant to stock options exercisable within 60 days of March 31, 2024.

(9)	Nominee for election as a Class III director at the Annual Meeting.

(10)	Consists of (i) 11,539,653 shares of common stock and (ii) 1,734,576 shares issuable pursuant to stock options exercisable within 60 days of March 31, 2024.

(11)

As of December 31, 2023 based on information contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 23, 2024. BlackRock, Inc. is the parent holding company or control person with respect to the shares held by BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited and BlackRock Fund Managers Ltd (collectively, “BlackRock”), and is deemed to be the beneficial owner of, and to control the voting and investment power of, the shares of common stock held by BlackRock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(12)

As of December 31, 2023 based on information contained in a Schedule 13G filed by Brown Capital Management, LLC (“Brown Capital”) with the SEC on February 14, 2024. Brown Capital is an investment advisor and the shares are owned by various investment advisory clients of Brown Capital. Brown Capital is deemed to be a beneficial owner of the shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to it discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Brown Capital have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the class. The address for Brown Capital Management, LLC is 1201 N. Calvert Street, Baltimore, Maryland 21202

(13)

As of December 31, 2023 based on information contained in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024. The VanGuard Group serves as an investment advisor to investment companies registered under the Investment Company Act of 1940 and other managed accounts (collectively, “VanGuard”). Accordingly, The VanGuard Group is deemed to have shared voting and dispositive power over the shares of common stock beneficially owned by VanGuard. The address for The VanGuard Group is 771 Vanguard Blvd., Malvern, Pennsylvania 19355.

(14)

As of December 31, 2023 based on information contained in a Schedule 13G filed by RA Capital Management, L.P. with the SEC on February 22, 2024. Consists of (i) 5,802,621 shares of Common Stock held directly by RA Capital Healthcare Fund, L.P. (the “Fund”); (ii) 704,940 shares of Common Stock held by RA Capital Nexus Fund II, L.P. (the “Nexus Fund II”); and (iii) 301,843 shares of Common Stock shares held by a separately managed account (the “Account”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund II GP, LLC is the general partner of the Nexus Fund II. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund, the Nexus Fund II and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any securities of the Issuer held by the Fund, the Nexus Fund II and the Account. The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolios. Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Exchange Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act. The address for the entities affiliated with RA Capital Management is 200 Berkeley Street, 18^th Floor, Boston, Massachusetts 02116.

(15)

As of December 31, 2023 based on information contained in a Schedule 13G/A filed by HHLR Advisors, Ltd. with the SEC on February 14, 2024. Consists of shares held by funds managed by Hillhouse Investment Management, Ltd.(“HIM”). HHLR Advisors, Ltd. (“HHLR”) acts as the sole investment manager of each of HHLR Fund, L.P. (“HHLR Fund”). HIM acts as the sole management company of Hillhouse Focused Growth Fund V, L.P. (“HFV”). CTKBS Holdings Limited (“CTKBS”) is wholly owned by HFV. HIM is hereby deemed to be the beneficial owner of, and to control the voting power of, the common stock held by CTKBS. HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, each of HHLR and HIM has shared voting and dispositive power over the shares of common stock beneficially owned by each of HHLR and HIM and HHLR is also deemed to be the beneficial owner of, and to control the voting power of, the common stock held by CTKBS. The address of each of HHLR and HIM is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This section describes our compensation program for our executive officers and specifically how it applied to our named executive officers for 2023. Such arrangements are further detailed in the Summary Compensation Table and other compensation tables included in this proxy statement. The discussion focuses on our executive compensation policies, decisions made by our Compensation Committee or our Board and the most important factors relevant to an analysis of these policies and decisions. We address why we believe our compensation program is appropriate for us and our stockholders and explain how executive compensation is determined.

Our named executive officers for the fiscal year ended December 31, 2023 were as follows:

•	Wenbin Jiang, Ph.D., Chief Executive Officer and President

•

SEC Form DEF 14A filed by Cytek Biosciences Inc.