Cingulate adds independent director Jiang to board
Cingulate Inc. appointed Zhanpeng “Frederick” Jiang to its Board of Directors as a Class I director effective March 27, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
Cingulate Inc. appointed Zhanpeng “Frederick” Jiang to its Board of Directors as a Class I director effective March 27, 2026. He will serve until the 2028 annual meeting of stockholders, subject to earlier departure under standard conditions and terms linked to a previously filed securities purchase agreement.
Mr. Jiang joins the Audit, Compensation, and Nominating and Corporate Governance Committees, each of which has been reconstituted to include him. The Board determined he is independent under Nasdaq Listing Rule 5605, which is important for committee composition and corporate governance standards.
Under the Non-Employee Director Compensation Program, Mr. Jiang received an option to purchase 15,000 shares of common stock at the Nasdaq last reported sale price on the grant date. The option vests in two equal installments over one year. He will also receive annual cash retainers totaling $56,500 for Board and committee service.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Class I director term: Until 2028 annual meeting
Option grant size: 15,000 shares
Board retainer: $40,000 per year
+4 more
7 metrics
Class I director term
Until 2028 annual meeting
Board service period for Zhanpeng Jiang
Option grant size
15,000 shares
Non-Employee Director Compensation Program stock option for Jiang
Board retainer
$40,000 per year
Annual cash retainer for Board service
Audit Committee retainer
$7,500 per year
Annual cash retainer for Audit Committee service
Compensation Committee retainer
$5,000 per year
Annual cash retainer for Compensation Committee service
Nominating & Governance retainer
$4,000 per year
Annual cash retainer for Nominating and Governance Committee service
Par value
$0.0001 per share
Par value of Cingulate common stock
Key Terms
Class I director, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, +2 more
6 terms
Class I director financial
"to serve as a Class I director until the Company’s 2028 Annual Meeting"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
Audit Committee financial
"Jiang was appointed to serve as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee financial
"Jiang was appointed to serve as a member of the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Nominating and Corporate Governance Committee financial
"Jiang was also appointed to serve as a member of the Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Non-Employee Director Compensation Program financial
"Pursuant to the Company’s Non-Employee Director Compensation Program"
Nasdaq Listing Rule 5605 regulatory
"The Board has determined that Mr. Jiang is independent as defined in Listing Rule 5605 of the Nasdaq Stock Market LLC"
NASDAQ Listing Rule 5605 sets minimum corporate governance standards for companies listed on the Nasdaq exchange, including requirements for a majority of independent directors, independent audit and compensation committees, and processes for nominating and evaluating directors. Investors care because these rules create independent oversight — like having referees and watchdogs — that helps reduce conflicts of interest, improve financial reporting and executive pay transparency, and protect shareholder value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board role did Zhanpeng “Frederick” Jiang assume at Cingulate (CING)?
Zhanpeng “Frederick” Jiang was appointed as a Class I director on Cingulate’s Board, effective March 27, 2026. He will serve until the 2028 annual meeting of stockholders, subject to standard conditions like earlier death, resignation or removal.
Which Cingulate (CING) board committees will Zhanpeng Jiang serve on?
Zhanpeng Jiang joined Cingulate’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each committee was reconstituted to add him as a member, expanding his governance responsibilities across financial oversight, executive pay, and director nominations.
Is Zhanpeng Jiang considered an independent director at Cingulate (CING)?
Yes, Cingulate’s Board determined that Zhanpeng Jiang is independent under Nasdaq Listing Rule 5605. This independence designation is important for committee service, particularly on the Audit and Compensation Committees, where exchange rules emphasize independent oversight of key governance functions.
What stock option grant did Cingulate (CING) award to Zhanpeng Jiang?
Cingulate granted Zhanpeng Jiang an option to purchase 15,000 shares of common stock under its Non-Employee Director Compensation Program. The exercise price equals the Nasdaq last reported sale price on the grant date, and the option vests in two equal installments over one year.
How will Zhanpeng Jiang be compensated in cash for his Cingulate (CING) board service?
Zhanpeng Jiang will receive $40,000 per year for Board service, plus annual retainers of $7,500, $5,000 and $4,000 for the Audit, Compensation, and Nominating and Governance Committees. In total, these cash retainers amount to $56,500 annually under the director compensation program.
How does Zhanpeng Jiang’s stock option vesting work at Cingulate (CING)?
His 15,000-share stock option vests over one year in two equal installments on each six-month anniversary of the grant date. Vesting continues only while he remains on the Board through each vesting date, aligning his equity compensation with ongoing director service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
