David C. Chang
AXTAbout David C. Chang
David C. Chang, Ph.D., age 83, has served as an independent director of AXT since December 2000. He holds a B.S. in electrical engineering from National Cheng Kung University (Taiwan) and an M.S. and Ph.D. in applied physics from Harvard University. His background includes serving as President (1994–2005) and Chancellor (2005–2013) of Polytechnic University in New York (now NYU Tandon School of Engineering), Professor Emeritus at NYU since 2013, Dean of Engineering at Arizona State University, and a director of Time Warner Cable Inc. (2004–2016). He co‑founded Global Maximum Educational Opportunities, Inc. (G‑MEO) in 2011 and has been its Chairman & CEO since August 2013 . He is deemed independent under Nasdaq standards and is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polytechnic University (NYU Tandon) | President; Chancellor | 1994–2005; 2005–2013 | Led institution; later Professor Emeritus at NYU since 2013 |
| Arizona State University | Dean, College of Engineering and Applied Sciences | Prior to NYU (dates not specified) | Academic leadership |
| NSF/Industry CRC for Microwave & Millimeter-Wave CAD | Director | 1981–1989 | Industry-academic collaboration |
| Time Warner Cable Inc. | Director | 2004–2016 | Public company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Maximum Educational Opportunities, Inc. (G‑MEO) | Co‑Founder; Chairman & CEO | Founded 2011; CEO since Aug 2013 | Study‑abroad programs in China |
| New York University | Professor Emeritus | Since 2013 | Academic affiliation |
Board Governance
- Independence: All directors except the CEO are independent; Dr. Chang is independent .
- Audit Committee Financial Expert: Dr. Chang is designated an “audit committee financial expert” under SEC rules .
- Executive Sessions: Independent directors hold executive sessions at each regular Board meeting; Lead Independent Director Jesse Chen chairs these sessions .
- Attendance: In FY2024, each director attended at least 75% of Board and relevant committee meetings; Dr. Chang attended the 2024 annual meeting. Board held 9 meetings in FY2024; Audit 11, Compensation 7, Nominating 4 meetings .
- FY2023 context: Board held 8 meetings; each director ≥75% attendance; Dr. Chang attended the 2023 annual meeting .
- Family relationships: None among directors and executive officers .
| Committee | FY2023 Status | FY2024 Status |
|---|---|---|
| Audit | Member | Member |
| Compensation | Chair | Chair |
| Nominating & Corporate Governance | Member | Member |
Fixed Compensation
Director fee schedule (structure):
- Board cash retainer: $40,000 per annum; Committee retainers: Audit $10,000; Compensation $5,300; Nominating $4,000; Committee Chair retainers: Audit $20,000; Compensation $13,000; Nominating $10,000; Lead Independent Director retainer: $13,000 (2022–2023); $25,000 in 2021 .
- Director equity grant: Restricted stock award valued at $80,000, vesting on the one‑year anniversary of grant .
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Cash Fees ($) | $67,000 | $67,000 | $73,000 |
| Equity Awards – Grant-Date Fair Value ($) | $80,000 | $80,000 | $80,000 |
| Total ($) | $147,000 | $147,000 | $153,000 |
Performance Compensation
- Non-employee director compensation comprised cash retainers and time‑vested restricted stock; no performance‑based components or non‑equity incentive plan compensation disclosed for directors .
- Anti‑hedging and anti‑pledging: Hedging, short sales, margin accounts, and pledges prohibited under the Insider Trading Policy .
- Clawback: Company adopted a Dodd-Frank compliant clawback policy effective November 8, 2023 .
| Grant Year | Grant Date | Shares Granted | Fair Value per Share | Vesting |
|---|---|---|---|---|
| 2022 | 2022 annual meeting date (noted) | 15,238 | Implied by $80,000 award (per-share not disclosed) | One-year, time‑based |
| 2023 | May 18, 2023 | 23,323 | Not disclosed in table | One-year, time‑based |
| 2024 | May 16, 2024 | 23,323 | $3.43 | One-year, time‑based |
Other Directorships & Interlocks
| Company | Listing | Role | Tenure | Notes |
|---|---|---|---|---|
| Time Warner Cable Inc. | NYSE (historical) | Director | 2004–2016 | No interlocks with AXT disclosed |
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure for Compensation Committee members in FY2024 .
- Related-party transactions: None >$120,000 since January 1, 2024 involving directors or 5% holders; Audit Committee reviews/approves related party transactions per policy .
Expertise & Qualifications
- Education: B.S. Electrical Engineering (NCKU); M.S. and Ph.D. Applied Physics (Harvard) .
- Domain expertise: Semiconductor industry experience; academic and administrative leadership; designated Audit Committee Financial Expert .
- Board rationale: Board cites his extensive semiconductor experience and strategic contributions .
Equity Ownership
- Beneficial ownership: 252,572 shares; less than 1% of outstanding shares (based on 45,597,995 shares as of March 21, 2025) .
- Composition: Includes 229,249 vested restricted stock awards and 23,323 unvested restricted stock awards .
- Ownership/retention policy: Non‑employee directors must own 2x the average of 2020 and 2021 annual restricted stock grants; four‑year transition period adopted October 26, 2021 .
- Anti‑hedging/pledging: Prohibited for directors .
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 252,572; <1% of outstanding |
| Vested vs. Unvested | 229,249 vested; 23,323 unvested |
| Ownership Policy | 2x average of 2020 & 2021 RS awards; 4-year transition |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
- Positives: Long-tenured independent director with technical and governance credentials; Audit Committee Financial Expert; chairs Compensation Committee; consistent ≥75% attendance and annual meeting participation; robust anti‑hedging/pledging and clawback policies; no related‑party transactions or comp committee interlocks disclosed .
- Alignment signals: Director pay mix balances fixed cash retainers with annual equity grants; stable equity value ($80k) and modest cash variation; stock retention policy enhances ownership alignment .
- Shareholder support: Say‑on‑pay approved in 2022 (26.3M For/0.49M Against/0.79M Abstain; broker non‑votes 6.18M), 2023 (23.57M For/3.34M Against/0.71M Abstain; 7.38M broker non‑votes), 2024 (24.20M For/1.21M Against/0.75M Abstain; 7.04M broker non‑votes), and 2025 (13.61M For/0.54M Against/1.25M Abstain; 16.29M broker non‑votes) .
- Oversight robustness: Audit Committee responsibilities cover financial reporting, auditor oversight, internal controls, related‑party approvals, and cybersecurity risk review .
- RED FLAGS: None observed in filings—no hedging/pledging, no related‑party transactions, timely Section 16 filings in 2024 .
Overall, Dr. Chang’s profile reflects strong governance credentials (financial expertise, committee leadership), stable and modest director compensation with equity alignment, and no disclosed conflicts—supportive of investor confidence in board effectiveness .