Steven Chu
About Steven Chu
Dr. Steven Chu, 77 as of March 31, 2025, is a Class II independent director of Amprius Technologies (AMPX), serving since September 2022 and previously a director of Legacy Amprius since December 2016 and Amprius Holdings from January 2014 to October 2024. He is the William R. Kenan, Jr., Professor of Physics and Professor of Molecular & Cellular Physiology at Stanford (since May 2013), a co-recipient of the 1997 Nobel Prize in Physics, and served as the 12th U.S. Secretary of Energy (January 2009–April 2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | 12th U.S. Secretary of Energy | Jan 2009–Apr 2013 | Led national energy policy; alternative and renewable technologies emphasis |
| Lawrence Berkeley National Laboratory | Director | Prior to Jan 2009 (pre-cabinet) | Drove alternative/renewable energy initiatives |
| Stanford University | Professor of Physics and Applied Physics; helped launch Bio‑X | Prior to DOE; then Professor since May 2013 | Interdisciplinary science institute leadership |
| AT&T Bell Laboratories | Head, Quantum Electronics Research Department | Prior to Stanford | Quantum/laser research leadership |
| Legacy Amprius / Amprius Holdings | Director | Dec 2016–present (Legacy Amprius); Jan 2014–Oct 2024 (Holdings) | Long-term governance continuity |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Oatly Group AB | Director | Current | Public company; no AMPX transactional interlock disclosed |
| Zymergen Inc. | Director | Prior | Public company (prior); no AMPX transactional interlock disclosed |
Board Governance
- Independence: The Board determined Dr. Chu is independent under NYSE rules .
- Committees: Chair, Nominating & Corporate Governance (members: Steven Chu; Livingston Satterthwaite) .
- Board & Committee activity:
- Board held 9 meetings in 2024; Dr. Chu attended less than 75% of the aggregate board/committee meetings during his service period in 2024 (RED FLAG) .
- Nominating & Corporate Governance Committee held no separate meeting in 2024 (RED FLAG) .
- Executive sessions: Non‑employee directors meet in executive session periodically per guidelines .
- Board structure: Six directors; five independent; classified board (three classes) .
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Director cash retainer | $40,000 | Outside Director Compensation Policy |
| 2024 | Nominating & Governance Chair fee | $10,000 | Chair receives chair fee, not member fee |
| 2024 | Total cash fees paid | $50,000 | Matches fee schedule |
| 2023 | Total cash fees paid | $50,000 | Policy unchanged |
Performance Compensation
| Year | Equity Grant Type | Grant-Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | Annual RSU Award | $170,000 | Vests by first anniversary or day prior to next annual meeting | None disclosed (director equity time-based) |
| 2023 | Annual RSU Award | $170,003 | Same as policy | None disclosed |
| Ongoing | Initial RSU Award (for new directors) | $300,000 (policy) | 3 equal annual installments | None disclosed |
| 2024 | Option Awards | $85,000 (Amprius Holdings awards) | Fully vested options assumed by AMPX (see details below) | Not performance-based |
- Change-in-control: Outstanding director equity vests fully upon change in control (alignment to transaction certainty) .
- Clawback: Company’s incentive plan awards are subject to clawback per listing rule/Dodd-Frank; applies to cash incentives and any equity settled as incentive awards .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Conflict | Disclosure |
|---|---|---|---|
| Oatly Group AB | Outside public company board | None noted with AMPX suppliers/customers | Disclosed in biography |
| Zymergen Inc. | Prior outside public company board | None noted | Disclosed in biography |
Expertise & Qualifications
- Nobel Prize in Physics (1997), extensive scientific/government leadership; memberships in major academies; Stanford professorship spanning physics and molecular/cellular physiology .
- Deep energy, technology, and governance experience; appropriate for chairing nominating & governance .
Equity Ownership
| As of | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Components & Notes |
|---|---|---|---|
| Mar 31, 2025 | 595,212 | <1% | 572,317 options exercisable within 60 days; 20,395 common shares; plus 2,500 PIPE shares and 2,500 PIPE warrants |
| Dec 31, 2024 | Options outstanding (detail) | — | 173,554 options @ $0.62 exp 12/12/2027; 173,554 options @ $0.78 exp 9/26/2034 (fully vested) |
| Dec 31, 2024 | RSUs outstanding | 125,000 shares underlying RSUs | Annual/initial RSUs under policy |
- Hedging/pledging: Directors prohibited from hedging or pledging AMPX securities; margin accounts disallowed (alignment positive) .
- Ownership guidelines: No director ownership guidelines disclosed in proxy; policy focuses on annual/initial RSU grants .
Shareholder Voting Signals
| Meeting | Proposal | Outcome (Votes For / Withheld / Broker Non-Votes) |
|---|---|---|
| Jun 6, 2024 | Elect Steven Chu (Class II) | 74,094,896 / 1,033,770 / 7,669,488 |
| Jun 12, 2025 | Elect Class III directors (context) | Donald R. Dixon: 43,025,547 / 6,600,704 / 25,132,092; Kang Sun: 45,168,762 / 4,457,489 / 25,132,092 |
- Say‑on‑pay: As an Emerging Growth Company, AMPX is not required to conduct say‑on‑pay or pay‑vs‑performance disclosures; thus no historical say‑on‑pay percentages are provided .
Related Party & Conflicts Review
- Related party transactions disclosed (Sponsor/PIPE; purchases from Berzelius/Apex; option assumption following Amprius Holdings liquidation) do not indicate transactions specifically involving Dr. Chu beyond legacy option holdings assumed by AMPX (fully vested) .
- Related Person Transactions Policy requires audit committee approval; focus on fairness and independence .
Compensation Committee Analysis (Context)
- Compensation Committee retained Compensia; committee assessed consultant independence and reported no conflicts of interest .
- Director fee caps: Aggregate outside director compensation limited to $750,000 per fiscal year .
Governance Assessment
-
Strengths:
- Independent director; extensive scientific and policy credentials; chair of nominating & governance committee .
- Clear prohibition on hedging/pledging; change‑in‑control vesting clarity for directors .
- Strong shareholder support in 2024 director election (high “For” vote) .
-
RED FLAGS:
- Attendance shortfall: Dr. Chu attended less than 75% of board/committee meetings in 2024, signalling engagement risk .
- Nominating & Governance Committee held no separate meetings in 2024 despite its oversight mandate; potential committee effectiveness concern under his chairmanship .
- 2024 director “Option Awards” arose from Amprius Holdings (not AMPX), adding structural complexity to director equity profile .
-
Net view: While Chu brings exceptional credentials and remains independent, the 2024 attendance gap and inactive nominating & governance calendar warrant monitoring. Investors should track improvements in committee activity, attendance, and ongoing independence safeguards to maintain confidence .