Jesse Chen
AXTAbout Jesse Chen
Jesse Chen is the Lead Independent Director of AXT, Inc., age 67, and has served on AXTI’s board since 1998. He was Chairman of the Board from May 2004 to October 2007 and again from March 2009 to August 12, 2021, when he transitioned to the Lead Independent Director role, which includes chairing executive sessions and acting as liaison between independent directors and the Chair/CEO . His background includes CEO experience and investment management; he is Managing Director of Maton Ventures (since May 1997) and previously served as CEO of BusLogic, a fabless semiconductor company (1990–1996). He holds a B.S. in Aeronautical Engineering (National Cheng Kung University, Taiwan) and an M.S. in Electrical Engineering (Loyola Marymount University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AXT, Inc. | Chairman of the Board | May 2004–Oct 2007 | Oversight of board leadership during prior tenure |
| AXT, Inc. | Chairman of the Board | Mar 2009–Aug 12, 2021 | Returned as Chair before transitioning to LID |
| AXT, Inc. | Lead Independent Director | Oct 2007–present | Chairs executive sessions; authority to call meetings of independent directors; liaison role |
| BusLogic, Inc. | Chief Executive Officer | 1990–1996 | Led fabless semiconductor/computer peripherals company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maton Ventures (investment company) | Managing Director | Since May 1997 | Investment background cited by AXTI’s board |
| Private company (unnamed) | Director | Current | AXTI proxy notes one private board; no public company boards disclosed |
Board Governance
- Independence: AXTI’s board determined Mr. Chen is independent under Nasdaq listing standards; he serves as Lead Independent Director and chairs executive sessions of independent directors .
- Audit Committee “Financial Expert”: The board designated Mr. Chen as an SEC-defined audit committee financial expert; all audit committee members are independent .
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings; Chen attended the 2024 annual meeting of stockholders .
| Committee | Role | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|
| Board (overall) | Director | 8 | 9 |
| Audit | Member | 11 | 11 |
| Compensation | Member | 9 | 7 |
| Nominating & Corporate Governance | Chair | 7 | 4 |
Lead Independent Director responsibilities include chairing executive sessions, calling meetings of independent directors, and acting as liaison to the Chair/CEO on sensitive issues .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $78,300 | $83,300 |
| Restricted Stock Awards ($) | $80,000 | $80,000 |
| Non-Equity Incentive Plan Compensation ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $158,300 | $163,300 |
Director cash retainer structure (FY2023 schedule):
| Item | Amount |
|---|---|
| Board cash retainer | $40,000 per annum |
| Annual equity grant | $80,000 RSAs, vesting on 1-year anniversary |
| Committee membership retainers (Audit / Compensation / Nominating) | $10,000 / $5,300 / $4,000 |
| Committee chair retainers (Audit / Compensation / Nominating) | $20,000 / $13,000 / $10,000 |
| Lead Independent Director retainer | $13,000 |
Performance Compensation
Director equity awards are time-based RSAs; no performance-based metrics are disclosed for non-employee director grants.
| Grant Date | Shares Granted | Grant Date Fair Value per Share | Award Value ($) | Vesting Schedule |
|---|---|---|---|---|
| May 18, 2023 | 23,323 | $3.43 | $80,000 | Vests on anniversary of grant (continued service required) |
| May 16, 2024 | 23,323 | $3.43 | $80,000 | Vests on anniversary of grant (continued service required) |
Stock ownership guidelines for non-employee directors require ownership equal to 2x the average of RSAs granted on May 20, 2021 and May 21, 2020, with a four-year transition period .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in AXTI’s proxy |
| Private/non-profit boards | One private company board (unnamed) |
| Interlocks/conflicts | No related-party transactions involving directors since Jan 1, 2024; audit committee reviews and approves any related-party transactions per policy |
Expertise & Qualifications
- CEO and investment background: Former CEO (BusLogic) and Managing Director (Maton Ventures); board cites his compensation and governance expertise for technology companies .
- Audit Committee Financial Expert: Designated under SEC rules .
- Education: B.S. Aeronautical Engineering (National Cheng Kung University, Taiwan); M.S. Electrical Engineering (Loyola Marymount University) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding | Vested RSAs | Unvested RSAs | Shares Outstanding (context) |
|---|---|---|---|---|---|
| Mar 22, 2024 | 130,843 | * (less than 1%) | 130,843 | — | 44,248,248 |
| Mar 21, 2025 | 154,166 | * (less than 1%) | 130,843 | 23,323 | 45,597,995 |
Note: Footnotes indicate beneficial ownership includes restricted stock and rights exercisable within 60 days; no pledging is disclosed in footnotes for Mr. Chen .
Governance Assessment
- Board effectiveness: Chen’s long tenure (since 1998) and designation as audit committee financial expert add institutional knowledge and technical oversight. His Lead Independent Director role, combined with chairing Nominating & Corporate Governance, centralizes independent oversight and enhances executive-session leadership .
- Alignment: Director pay mix is balanced between cash and equity (2024: $83.3K cash, $80K equity), and RSAs plus stock retention policy promote alignment; however, director awards are time-based (no performance metrics), which modestly weakens pay-for-performance linkage for the board compared to executives .
- Independence and conflicts: AXTI discloses no related-party transactions involving directors since Jan 1, 2024, and the audit committee (all independent) must pre-approve such transactions under formal policy—reducing conflict risk . No family relationships are disclosed among directors/executives .
- Engagement signal: Attendance thresholds met (≥75% in FY2024), active committee participation across Audit, Compensation, and Nominating (chair), and attendance at the 2024 annual meeting support engagement .
- Potential red flags: Very long tenure could raise perceived independence concerns for some investors despite formal independence; director equity grants lacking performance conditions may be seen as less stringent alignment versus at-risk structures for executives .