Mingchih Chen
About Mingchih Chen
Mingchih Chen, 58, has served as an independent director of Thunder Power Holdings, Inc. (AIEV) since September 11, 2024; she is Chair of the Nominating & Corporate Governance Committee and a member of the Audit and Compensation Committees . She holds a Ph.D. and M.S. in Industrial Engineering from Texas A&M University and a B.S. in Industrial Engineering from Chung-Yuan Christian University; her background spans industrial engineering and academia with leadership in AI program development . The Board has determined she is independent under applicable rules . Ms. Chen previously acted as Chairwoman but stepped down while continuing as an independent director and Chair of Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas A&M University | Post-doctoral Research Associate (under Dr. Way Kuo) | Jan 1994 – Jul 1994 | Research in industrial engineering |
| Philip Electronics Company (Chung-Li, Taiwan) | Industrial Engineer | Jun 1988 – Jul 1989 | Operations and industrial engineering practice |
| Ming-Chuan University (Taipei, Taiwan) | Associate Professor, Dept. of Business Management | Aug 1994 – Jul 1997 | Academic instruction and research |
| Chaoyang University of Technology (Wufeng, Taiwan) | Associate Professor, Dept. of Industrial Engineering & Management | Aug 1997 – Jul 2010 | Academic instruction and research |
| Fu Jen Catholic University (New Taipei City, Taiwan) | Professor, Graduate Institute of Business Administration | Feb 2013 – Present | Teaching and program leadership |
| Fu Jen Catholic University | Director & Professor, Graduate Institute of Business Administration | Aug 2015 – Jul 2023 | Program direction and governance |
| Fu Jen Catholic University | Executive Director, Artificial Intelligence Development Center | Aug 2021 – Jul 2023 | Led AI development initiatives and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fu Jen Catholic University | Professor, Graduate Institute of Business Administration | Feb 2013 – Present | Academic role; no public company board disclosed |
| Fu Jen Catholic University | Director & Professor, Graduate Institute of Business Administration | Aug 2015 – Jul 2023 | Academic administration |
| Fu Jen Catholic University | Executive Director, AI Development Center | Aug 2021 – Jul 2023 | Program leadership in AI |
Board Governance
- Independence and Board composition: AIEV’s Board consists of five directors; a majority are independent. Ms. Chen is independent and serves on three standing committees .
- Committee assignments and chairs:
- Audit Committee: Member; Chair is Kevin Vassily (audit committee financial expert) .
- Compensation Committee: Member; Chair is Ferdinand Kaiser .
- Nominating & Corporate Governance Committee: Chair .
- Attendance: From appointment of current Board on June 21, 2024 through FY2024, Board met 4x; Audit met 4x; Compensation met 1x; Nominating met 1x; each incumbent director attended at least 75% of meetings of the Board and committees served .
- Executive sessions: Independent directors meet regularly in private session at least annually .
- Policies: Code of Business Conduct; Insider Trading Policy prohibiting hedging/derivatives; Clawback policy for incentive compensation restatements/misconduct .
2025 Shareholder Election Results (Engagement Signal)
| Nominee | For | Withheld |
|---|---|---|
| Mingchih Chen | 46,338,805 | 30,560 |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | “None of the non-employee directors received compensation during FY2024 and FY2023.” |
| Committee membership fees | Not disclosed | Board is developing a director compensation program |
| Committee chair fees | Not disclosed | Program in development |
| Meeting fees | Not disclosed | Program in development |
| Deferred/other cash | Not disclosed | Program in development |
Performance Compensation
| Instrument/Metric | FY2024 Grant/Value | Performance Metrics | Vesting |
|---|---|---|---|
| RSUs/PSUs | None disclosed | N/A for FY2024 directors | N/A |
| Stock options | None disclosed | N/A | N/A |
| Bonus (cash/equity) | None disclosed | N/A | N/A |
| Clawback coverage | Company-wide clawback policy for incentive comp; restatements/misconduct triggers | Policy-level; not tied to director awards | Policy applies per board adoption |
As of FY2024, AIEV states it is building a director compensation program; no director pay was awarded for FY2023–2024, limiting available alignment signals from equity-based director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed for Ms. Chen | — | — | No public company directorships disclosed for Mingchih Chen in AIEV filings |
Expertise & Qualifications
- Industrial engineering expertise (Ph.D./M.S. Texas A&M; B.S. Chung-Yuan) aligned with manufacturing/operations oversight .
- Academic leadership in AI development, indicating familiarity with AI/ML program governance and evaluation .
- Governance experience as Chair of Nominating & Corporate Governance and member of Audit and Compensation Committees .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Jun 6, 2025) | % of Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Mingchih Chen | — (none) | — | Hedging prohibited by policy | Beneficial ownership table shows no shares for Ms. Chen; 70,724,664 shares outstanding |
Attendance Summary (FY2024)
| Body | Meetings Held | Attendance Threshold |
|---|---|---|
| Board of Directors | 4 | Each incumbent director attended ≥75% |
| Audit Committee | 4 | Each incumbent director attended ≥75% |
| Compensation Committee | 1 | Each incumbent director attended ≥75% |
| Nominating & Corporate Governance Committee | 1 | Each incumbent director attended ≥75% |
Governance Assessment
-
Strengths:
- Independence affirmed; Ms. Chen chairs Nominating & Corporate Governance and serves on Audit and Compensation, supporting board effectiveness and oversight breadth .
- Adoption of key governance policies (Code of Conduct, Insider Trading with hedging prohibition, Clawback policy), which align with investor expectations for risk mitigation and accountability .
- Audit Committee independence and presence of an “financial expert” (Vassily as Chair) bolster financial oversight; Audit Committee report issued for FY2024 .
-
Alignment and engagement signals:
- Shareholder support in 2025 election was strong for Ms. Chen (46.34M for; 30.6K withheld), indicating investor confidence in current board composition .
- Attendance met ≥75% threshold across Board and committees in FY2024, suggesting engaged participation .
-
Constraints/Unknowns:
- No director compensation paid in FY2023–2024; the board is “developing” a program, so cash/equity mix, performance metrics, and ownership guidelines are not yet visible to investors .
- Ms. Chen held no AIEV shares as of June 6, 2025, reducing immediate “skin-in-the-game” alignment until a program is implemented .
-
Related-party and concentration risks (Board oversight implications):
- Material related-party transactions with controlling shareholder Wellen Sham (e.g., promissory notes ~$951,560 in 2024 at 8–10% interest; balances due; rental expenses with TP HK), elevating conflict oversight demands on the Audit Committee, where Ms. Chen serves .
- Ownership concentration: Wellen Sham beneficially owned ~25.1% as of Record Date, with further influence expected post-transaction; this may impact governance dynamics and necessitates robust independent director leadership, including Ms. Chen’s committee chair role .
RED FLAGS
- Significant related-party financing and balances with controlling shareholder Wellen Sham; continued oversight required through Audit Committee where Ms. Chen is a member .
- No disclosed director equity ownership for Ms. Chen and no established director compensation/ownership guideline program yet; weak alignment signaling until program finalization .
- Emerging Growth Company status exempts AIEV from say-on-pay, limiting shareholder feedback on compensation practices while the program is being built .
Overall, Ms. Chen’s independence, committee leadership, and attendance are positives, but absence of director pay/ownership and the company’s related-party profile place a premium on her committee oversight and rapid implementation of transparent director compensation and ownership guidelines .