Max S. Baucus
About Max S. Baucus
Max S. Baucus (age 83) is an independent Class II director of AirJoule Technologies, serving since 2024. He is a member of the Compensation Committee and chairs the Nominating & Corporate Governance Committee; the Board has affirmatively determined he is independent under Nasdaq rules and a “non‑employee director” under Exchange Act Rule 16b‑3. He previously served as U.S. Ambassador to China (2014–2017) and as a U.S. Senator from Montana (1978–2014), and holds a BA and JD from Stanford University. His term as a Class II director runs through the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Government | U.S. Ambassador to the People’s Republic of China | 2014–2017 | Senior diplomatic leadership |
| U.S. Senate (Montana) | U.S. Senator; Chair/Ranking Member, Senate Finance Committee | 1978–2014 | Architect of ACA; led FTAs; ag and infrastructure legislation; Clean Air Act 1990 |
| U.S. House of Representatives (Montana) | Member | 1975–1978 | Legislative service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baucus Group LLC | Principal/Consultant | Since 2017 | Advises technology and biotech companies |
| University of Montana – Baucus Institute | Co‑Founder | n/a | Public policy institute at UM School of Law |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board determined Baucus is independent under Nasdaq standards; independent directors meet in executive session |
| Committee Assignments | Compensation Committee (member); Nominating & Corporate Governance Committee (chair) |
| Committee Charters | Compensation and Nominating & Corporate Governance charters available on corporate website |
| Board/Committee Meetings (2024) | Board: 7; Compensation: 8; Nominating & Corporate Governance: 1 |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in 2024 |
| Lead Independent Director | J. Kyle Derham elected LID in March 2025 |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 45,000 | Included in cash line if applicable (NCG chair) | 45,000 |
Program structure adopted June 6, 2024: annual cash retainer $50,000 for non‑employee directors; chair retainers: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $10,000; paid quarterly and pro‑rated for partial service .
Performance Compensation
| Year | Equity Award Type | Grant/Valuation Basis | Amount ($) | Vesting | Change-in-Control / Death/Disability |
|---|---|---|---|---|---|
| 2024 | RSUs | ASC 718 grant date fair value | 55,242 | Annual director grant: vests on earlier of 1‑year from grant or day before next annual meeting, subject to service | Annual awards vest in full if not continuing on successor board at change in control; also full vesting on death/disability |
| 2024 | Stock Options | ASC 718 grant date fair value | 55,243 | Same schedule as RSUs (annual director grant) | Same as RSUs |
Additional outstanding equity (as of 12/31/2024):
- Unvested RSUs: 5,400
- Options outstanding: 85,615
Compensation mix (2024): cash $45,000 vs equity $110,485 (RSUs + options) = ~71% equity, ~29% cash, indicating meaningful ownership alignment .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (Baucus) | None disclosed in AIRJ filings |
| Compensation Committee interlocks | Company discloses no interlocks or insider participation: none of AirJoule’s executive officers serves on another entity’s board or compensation committee where a reciprocal relationship exists |
Expertise & Qualifications
- Policy and international trade expertise (former Chair/Ranking Member of Senate Finance Committee; led FTAs; architect of ACA) .
- Diplomatic leadership as U.S. Ambassador to China (2014–2017) .
- Legal training (BA, JD – Stanford University) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Outstanding | Ownership Breakdown |
|---|---|---|---|
| Max S. Baucus | 138,612 | <1% (SO: 56,454,161 as of 4/8/2025) | 47,597 shares held; 71,395 options exercisable; 14,220 options exercisable within 60 days; 5,400 RSUs vesting within 60 days |
No pledging, hedging, or related‑party loans for Baucus are disclosed in the proxy. Related‑party items listed involve other insiders (e.g., CEO consulting prior to employment; director investment entities) and the company’s related‑party transaction approval policy is overseen by the Audit Committee .
Director Compensation (Detail)
| 2024 | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Max S. Baucus | 45,000 | 55,242 | 55,243 | 155,485 |
Insider Trades (Form 4)
| Period | Summary |
|---|---|
| Last 12 months | The DEF 14A does not present Form 4 trading activity; director transaction data not disclosed in the proxy and not assessed here. See SEC Form 4 filings for any transactions. |
Governance Assessment
-
Positives
- Independence, committee leadership, and regular executive sessions of independent directors support board oversight. Baucus chairs Nominating & Corporate Governance and serves on Compensation; both committees comprised solely of independent directors .
- Attendance meets threshold (≥75% of board/committee meetings), signaling engagement; committees active in 2024 (Comp: 8; NCG: 1; Board: 7) .
- Director pay program aligns with shareholders via majority equity (RSUs/options), with annual vesting tied to continued service and reasonable change‑in‑control protections (no single‑trigger cash; equity accelerates if not continuing on successor board) .
- No related‑party transactions disclosed involving Baucus; company maintains a formal related‑party policy with Audit Committee approval .
-
Watch items
- Concentration of governance influence (NCG chair and Comp member) requires continued vigilance on nomination and pay decisions; Compensation Committee currently has two members, which is permissible but leaves less redundancy if one member is conflicted or unavailable .
- No explicit director stock ownership guidelines are disclosed (program encourages ownership but does not specify a required multiple), a potential governance gap relative to large‑cap best practices .
- Age/tenure planning: at age 83 with service starting in 2024, succession and refreshment oversight should remain an NCG focus; the Board has appointed a Lead Independent Director (Derham), which can mitigate continuity risks .