Wen Hsieh
About Wen Hsieh
Independent Class I director of Amprius Technologies (AMPX), age 52 as of March 31, 2025, serving since September 2022; previously served on the Legacy Amprius board since December 2016. Co‑founded Matter Venture Partners in May 2023 (Founding Managing Partner); earlier, General Partner at Kleiner Perkins (Feb 2006–May 2023), with prior roles at McKinsey (Asia semiconductor practice) and founder of OnChip Technologies. Education: B.S., M.S., and Ph.D. in Electrical Engineering with a Biology Minor from Caltech; recognized for strategy, finance, and scientific expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kleiner Perkins Caufield & Byers | General Partner (hardware-focused) | Feb 2006–May 2023 | Venture investing leadership; hardware domain expertise |
| McKinsey & Company (San Francisco) | Associate Principal; leader, Asia semiconductor practice | — (prior to 2006) | Led engagements across global semiconductor value chain |
| OnChip Technologies | Founder | — | MEMS microfluidic biochips; startup leadership |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Desktop Metal, Inc. | Director | Current public company directorship |
| Movella Holdings, Inc. | Director | Current public company directorship |
| AEye, Inc. | Director | Prior public company board service |
| Various private companies | Director | Multiple privately held company boards |
Board Governance
- Independence: Board affirmatively determined Dr. Hsieh is independent under NYSE rules (audit, compensation, and nominating committees require independence) .
- Committee assignments: Audit Committee member; Compensation Committee Chair. 2025 committees: Audit (Bayless, Dixon, Hsieh; Bayless Chair) and Compensation (Hsieh Chair; Dixon; Satterthwaite) .
- Attendance: In 2024, the board held nine meetings; each director except Dr. Chu attended at least 75% of board and committee meetings (indicates Hsieh ≥75% attendance). In 2023, all directors attended at least 75% .
- Executive sessions: Corporate governance guidelines provide for periodic executive sessions of non‑employee and independent directors .
- Board tenure: Class I director; current term expires 2026 .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $19,076 | $65,000 | $65,000 |
| Stock Awards ($) | — | $170,003 | $170,000 |
| Option Awards ($) | $417,849 | — | — |
| Total ($) | $436,925 | $235,003 | $235,000 |
Director compensation policy (cash retainers):
- $40,000 annual director retainer; $15,000 Compensation Committee Chair; $10,000 Audit Committee member; plus other chair/member fees as applicable .
- Annual director equity RSU grant with $170,000 grant‑date value; initial RSU grant $300,000 for new non‑employee directors; vesting is time‑based; director awards accelerate fully upon change‑in‑control .
Outstanding director equity awards (year‑end):
| Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Aggregate Number of Shares Underlying Outstanding Options | 270,251 | 270,251 |
| Aggregate Number of Shares Underlying Stock Awards (RSUs) | 17,895 | 125,000 |
Performance Compensation
- No performance‑based director compensation disclosed; director equity is time‑based RSUs under the Outside Director Compensation Policy; no director performance metrics tied to compensation are disclosed .
Other Directorships & Interlocks
- Current public boards: Desktop Metal, Movella; prior AEye; multiple private boards .
- No related‑party transactions disclosed involving Wen Hsieh; audit committee oversees related‑party transactions under a written policy .
- PIPE participation and sponsor‑related transactions noted for other directors; none cite Hsieh .
Expertise & Qualifications
- Venture investing leadership (Kleiner Perkins, Matter Venture Partners); hardware domain and technology commercialization .
- Strategic consulting (semiconductors) and operational insight across global value chains .
- Deep technical credentials (Caltech Ph.D.; EE with Biology Minor), relevant to battery and advanced materials ecosystems .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Total Shares Beneficially Owned | 157,646 (options exercisable within 60 days) | 243,104 |
| Ownership % of Shares Outstanding | <1% | <1% |
| Common Shares | — (not disclosed) | 17,895 |
| Options Exercisable Within 60 Days | 157,646 | 225,209 |
- Section 16(a) compliance: Company reported no delinquent filings in 2025; in 2024, one late Form 4 for an executive (Dr. Stefan), not Hsieh .
- Hedging/pledging: Directors prohibited from short sales, derivatives, hedging transactions, pledging, and margin accounts per Insider Trading Policy .
Compensation Committee Analysis
- Composition and leadership: Hsieh (Chair) with independent directors (2025: Dixon, Satterthwaite; 2024: Dixon, Gustanski). All members satisfy SEC/NYSE independence standards; non‑employee directors under Rule 16b‑3 .
- Consultant: Compensia retained to advise on executive compensation and peers; committee assessed consultant independence; no conflicts reported .
- Activity: Compensation committee held five meetings in 2024; oversees executive incentive plans, non‑employee director pay, equity plan administration, and disclosure .
Governance Assessment
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Strengths
- Independence and committee leadership (Compensation Chair; Audit member) support robust oversight of pay and financial controls .
- Adequate attendance (≥75% in 2024; all directors ≥75% in 2023) and active committee engagement .
- No disclosed related‑party transactions involving Hsieh; prohibitions on hedging/pledging enhance alignment .
- Director equity is time‑based with change‑in‑control acceleration typical for market; predictable pay structure (cash + RSUs) .
-
Watch items
- Shift from options (2022) to RSUs (2023–2024) reduces at‑risk leverage vs. options; monitor equity mix trend and any future modifications .
- Change‑in‑control full acceleration for director awards is standard but can be viewed as entrenchment risk; consider overall board practices and investor preferences .
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Overall: Governance signals (independence, committee leadership, attendance, lack of related‑party exposure) are supportive of investor confidence in board effectiveness, with pay structure consistent with small‑cap norms .