Donald Dixon
About Donald R. Dixon
Donald R. Dixon, 77, is Amprius Technologies’ independent Chairman and Class III director, serving on the board since 2022 and previously chairing the Legacy Amprius board since 2016; he is nominated for a new term through 2028 . He is independent under NYSE rules and designated an audit committee financial expert; his board service complements a career co-founding Trident Capital (1993) and ForgePoint Capital (2015) with prior senior roles at Partech International, Alex. Brown & Sons, and Morgan Stanley, and degrees in Aerospace Engineering (Princeton) and an MBA (Stanford) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Amprius (pre-Business Combination) | Chair of the Board | 2016–2022 | Led board through SPAC combination and governance transition |
| Amprius Holdings | Director | 2009–Oct 2024 | Oversight of parent company prior to liquidation and distribution |
| Trident Capital | Co-Founder, Managing Director | 1993–present | Investment leadership across technology; affiliated funds hold AMPX shares |
| ForgePoint Capital | Co-Founder, Managing Director | 2015–present | Cybersecurity-focused investor |
| Partech International | Co-President | Pre-1993 | Private equity leadership |
| Alex. Brown & Sons | Managing Director | Pre-1993 | Investment banking leadership |
| Morgan Stanley | Vice President | Pre-1993 | Investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qualys, Inc. | Director (prior) | Prior service | Public company board experience |
| IronNet, Inc. | Director (prior) | Prior service | Public company board experience |
| Top Image Systems Ltd. | Director (prior) | Prior service | Public company board experience |
| Princeton University School of Engineering & Applied Sciences | Leadership Council member | Current | Advisory leadership |
| Various private companies | Director | Current | Multiple privately held boards |
Board Governance
- Structure and independence: AMPX maintains a majority independent board (5 of 6), with separated Chair and CEO roles; Dixon is the non-executive Chair, and the board affirms his independence under NYSE rules .
- Committees: Dixon serves on Audit (member) and Compensation (member); Audit is chaired by Bayless and Compensation by Hsieh .
- Financial expertise: The board designates Dixon as an “audit committee financial expert” (Item 407(d) of Regulation S‑K) .
- Attendance: In 2024, the board met nine times; each director except Dr. Chu attended at least 75% of combined board and committee meetings, indicating Dixon met the attendance threshold .
- Committee activity: Audit held 4 meetings; Compensation held 5; Nominating & Corporate Governance held none in 2024 .
- Executive sessions and governance policies: Non-employee directors meet in executive session periodically; hedging/derivative trading and pledging of AMPX securities are prohibited for directors under insider trading policy .
Fixed Compensation
- Policy rates applicable to Dixon’s roles (Outside Director Compensation Policy):
- Non-employee director retainer: $40,000/year
- Non-executive Chair of the Board retainer: $40,000/year
- Audit Committee member retainer: $10,000/year
- Compensation Committee member retainer: $7,500/year
| Component (2024) | Amount ($) | Basis |
|---|---|---|
| Non-employee Director Retainer | 40,000 | Outside Director Compensation Policy |
| Non-executive Chair Retainer | 40,000 | Outside Director Compensation Policy |
| Audit Committee Member | 10,000 | Policy rate; Dixon committee membership |
| Compensation Committee Member | 7,500 | Policy rate; Dixon committee membership |
| Total Cash Fees Earned | 97,500 | Director compensation table (FY2024) |
Performance Compensation
- Equity structure: Director grants are time-based RSUs under the 2022 Equity Incentive Plan (no performance metrics disclosed for directors); Annual Award grant-date value $170,000; Initial Award $300,000 for new non-employee directors .
- Vesting: Annual Award vests on the earlier of the first anniversary of grant or the day prior to the next annual meeting; Initial Award vests in three equal annual tranches; director awards fully accelerate upon change in control .
- FY2024 grant outcomes: Dixon’s stock awards totaled $170,000; no option awards in FY2024 .
| Equity Element | FY2024 Grant-Date Value ($) | Shares Outstanding at 12/31/24 | Vesting/Terms |
|---|---|---|---|
| Annual RSU Grant | 170,000 | 125,000 RSUs | Vests at next annual meeting or first anniversary; time-based |
| Initial RSU (if applicable when first joined) | 300,000 (policy) | N/A for FY2024 | 3-year equal annual vesting; time-based |
| Change-in-Control Treatment | N/A | N/A | Director equity accelerates in full at change in control |
Note: No director performance metrics (revenue, EBITDA, TSR, ESG) are disclosed as drivers for director equity; awards are service-vested RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; no AMPX executive served on boards/committees of entities with AMPX executives on AMPX’s board/comp committee in FY2024 |
| Prior public boards | IronNet, Qualys, Top Image Systems (prior service) |
| Private company boards | Several; not individually named |
| Network exposure | Venture roles at Trident Capital and ForgePoint Capital; potential information flow from technology/cybersecurity networks |
Expertise & Qualifications
- Strategic and financial acumen from decades in venture capital and investment banking; technology industry domain knowledge .
- Audit literacy and designation as audit committee financial expert, strengthening oversight of reporting and controls .
- Aerospace engineering (Princeton) and MBA (Stanford), plus advisory role at Princeton Engineering .
Equity Ownership
| Holding Category | Shares/Units | Notes |
|---|---|---|
| Total Beneficial Ownership | 4,386,074 shares; 3.6% of outstanding | As of March 31, 2025; out of 120,546,077 shares |
| Personal holdings (Dixon) | 243,107 shares | Direct ownership |
| Options/RSUs exercisable/issuable within 60 days | 225,209 shares | Within 60 days of March 31, 2025 |
| Dixon Revocable Trust | 229,690 shares + 100,000 PIPE warrants | Trust co‑trustee; includes PIPE shares |
| Donald & Elizabeth Dixon 2004 Family Partners | 81,571 shares | Partnership interests |
| Trident Capital Fund VI, L.P. | 3,279,314 shares + 96,267 PIPE warrants | TCM VI is GP; Dixon is managing member |
| Trident Capital Fund VI Principals Fund, L.L.C. | 127,183 shares + 3,733 PIPE warrants | TCM VI is managing member; Dixon is managing member |
Outstanding director equity awards (company-reported, 12/31/2024):
| Award Type | Aggregate Number of Shares/Units |
|---|---|
| Options | 270,251 |
| Stock Awards (RSUs) | 125,000 |
Policy signals:
- Hedging and pledging of company securities by directors prohibited (alignment safeguard) .
- Indemnification agreements in place for directors (market-standard) .
Governance Assessment
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Strengths
- Independent, non-executive Chair with clear separation from CEO role; majority-independent board .
- Committee coverage with Dixon on Audit and Compensation; designation as audit committee financial expert supports robust financial oversight .
- Attendance met minimum thresholds; active committee cadence (Audit: 4; Compensation: 5) .
- Hedging/pledging prohibitions and related-party transaction policy overseen by Audit Committee .
-
Potential conflicts and red flags
- Significant beneficial ownership via Trident Capital funds (3.6% overall), plus participation in PIPE (Dixon Revocable Trust), accompanied by registration rights generally related to business combination; while common in SPAC transactions, investors should monitor for related-party dynamics in capital markets decisions .
- Single-trigger full acceleration of director equity upon change in control may be viewed as shareholder-unfriendly versus double-trigger designs; reduces at-risk alignment during transaction negotiations .
- As an Emerging Growth Company, AMPX is not required to hold say-on-pay votes, limiting shareholder feedback mechanisms on compensation governance .
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Compensation alignment
- Director pay is standard: cash retainers tied to roles and committee memberships; equity is time-based RSUs without disclosed performance metrics, which is typical for directors but offers limited pay-for-performance signaling .
Overall, Dixon’s independence, board leadership, and audit expertise bolster governance effectiveness. The primary monitoring items are his fund-affiliated ownership/PIPE exposure and director equity acceleration terms, both of which warrant ongoing scrutiny in the context of capital and M&A decisions .