Leonard J. LeBlanc
AXTAbout Leonard J. LeBlanc
Veteran finance executive and long-time AXT board member, Leonard J. LeBlanc rejoined AXTI’s board on July 29, 2025 to fill the vacancy caused by the passing of Audit Chair Christine Russell; he is serving as a Class III director with a maximum term ending July 29, 2027, subject to successor election . LeBlanc previously served on AXTI’s board from April 2003 to December 2021 (Audit Chair; Compensation and Nominating committee member) and as director emeritus in 2022; his independence is temporarily impaired under Nasdaq’s three-year lookback due to 2022 consulting compensation, but is expected to be restored on January 1, 2026 . He holds B.S. and M.S. degrees from the College of Holy Cross and an M.S. in finance from George Washington University; AXTI’s 2021 proxy disclosed his age as 80 that year . Core credentials include prior CFO roles at multiple technology companies and “audit committee financial expert” experience from prior AXTI service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AXT, Inc. | Director; Audit Committee Chair; Compensation & Nominating Committee member | Apr 2003–Dec 2021 | Chaired Audit; designated audit committee financial expert; contributed finance oversight |
| AXT, Inc. | Director Emeritus (Consulting Agreement) | 2022 (agreement terminated Dec 29, 2023) | Provided consulting services; compensation exceeded $120,000 in 2022 |
| Ebest, Inc. | Acting CFO & VP Corporate Development | Feb 2001–Sep 2003 | Finance leadership in private software company |
| Vantive Corporation | EVP & CFO | Aug 1998–Jan 2000 | Led finance at CRM software company |
| Infoseek Corporation | EVP Finance & Administration & CFO | Mar 1996–Jul 1997 | CFO of internet search company |
| GTECH Corporation | SVP Finance & Administration | Sep 1993–Dec 1994 | Finance leadership at lottery systems firm |
| Cadence Design Systems | EVP Finance & Administration & CFO | May 1987–Dec 1992 | CFO at EDA software company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oplink Communications, Inc. | Director; Audit Committee Chair; Chairman of the Board | 2000–2009 (Audit Chair); 2006–2009 (Chairman) | Oversight of audit; later Board leadership |
Board Governance
- Independence status: The Board determined LeBlanc is not independent under Nasdaq Listing Rules due to 2022 director emeritus compensation of $124,805 (cash and vested stock) above the $120,000 threshold; he meets other audit committee independence requirements (SEC Rule 10A‑3) and is expected to be independent on January 1, 2026 .
- Committee assignments (2025): Appointed to Audit, Compensation, and Nominating & Corporate Governance Committees under Nasdaq’s limited exception for “exceptional and limited circumstances”; Audit Chair role assigned to Jesse Chen .
- Context: AXTI disclosed non-compliance with Nasdaq Rule 5605(c)(2)(A) after the July 11, 2025 passing of Audit Chair Christine Russell and is operating within Nasdaq’s cure period to restore a fully independent audit committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $45,000 per annum | $10,000 per quarter |
| Committee membership retainers – Audit | $10,000 per annum | Member retainer |
| Committee membership retainers – Compensation | $5,300 per annum | Member retainer |
| Committee membership retainers – Nominating & Corporate Governance | $5,000 per annum | Member retainer |
| Committee chair retainers – Audit | $20,000 per annum | Chair retainer (LeBlanc is not chair) |
| Committee chair retainers – Compensation | $13,000 per annum | Chair retainer |
| Committee chair retainers – Nominating & Corporate Governance | $10,000 per annum | Chair retainer |
| Lead Independent Director retainer | $13,000 per annum | Applies to lead independent (Chen) |
AXTI’s 2025 proxy states non‑employee directors receive cash retainers and annual equity grants under a standard policy; LeBlanc will receive compensation under this policy following his July 29, 2025 appointment .
Performance Compensation
| Award Type | Shares/Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Initial Restricted Stock Award (on appointment) | 29,112 shares | Vests May 15, 2026, subject to continuous service | None disclosed for directors; time‑based vesting | Granted under non‑employee director policy |
| Annual director equity policy (reference) | $80,000 grant value; 23,323 shares (in 2024) | One‑year vest on grant anniversary | None disclosed for directors; time‑based vesting | Value based on closing price $3.43 on May 16, 2024 |
AXTI’s director equity is time‑based; no director‑level performance metrics are disclosed. Equity ownership guidelines for non‑employee directors require holdings equal to 2× the average of 2020 and 2021 grants, with a four‑year transition (adopted Oct 26, 2021) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Oplink Communications, Inc. | Former director, Audit Chair, and Chairman | Historic role; no current AXTI transaction or related‑party interest disclosed beyond prior AXTI consulting |
- Related‑party screening: Other than the consulting agreement (Director Emeritus Agreement) and indemnification agreement, the company disclosed LeBlanc has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Designated “audit committee financial expert” during prior AXTI service; extensive CFO background across public tech companies .
- The Board determined he meets all independence requirements for audit committee membership under SEC Rule 10A‑3, aside from Nasdaq’s compensation lookback timing; appointment to committees relied on Nasdaq’s limited exception due to exceptional circumstances .
Equity Ownership
| Category | Quantity | Status/Timing |
|---|---|---|
| Restricted stock (initial appointment grant) | 29,112 shares | Unvested; cliff vest May 15, 2026, subject to continued service |
| Additional director equity | Per annual policy | Time‑based grants; $80,000 reference value and one‑year vest in 2024 policy |
| Options/derivatives | Not disclosed | No option awards disclosed for directors in recent proxy |
| Pledged/hedged shares | Not disclosed | No pledging disclosures for LeBlanc |
Governance Assessment
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Strengths
- Deep AXTI institutional knowledge and supply‑chain/manufacturing familiarity; prior Audit Chair experience adds continuity amid leadership loss .
- Meets SEC Rule 10A‑3 audit independence requirements; robust director compensation policy and formal related‑party transaction procedures overseen by the Audit Committee .
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Cautionary signals and RED FLAGS
- Independence exception: Not independent under Nasdaq Listing Rules until January 1, 2026 due to 2022 consulting pay; appointment to Audit, Compensation, and Nominating committees relies on Nasdaq’s “limited exception” for exceptional circumstances—monitor re‑evaluation at the start of 2026 .
- Litigation overhang: LeBlanc was named as a former director in a derivative action (dismissed at trial court; on appeal) tied to a broader shareholder class action; while AXTI views the claims as meritless, the continued appeal presents headline risk .
- Nasdaq compliance risk: The company disclosed non‑compliance with audit committee composition after Russell’s passing, operating within a cure period; failure to regain full compliance could affect listing status and investor confidence .
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Compensation & alignment
- Director pay is modest and equity‑based with time‑based vesting; LeBlanc’s initial 29,112‑share grant aligns him with shareholder outcomes though lacking performance conditions (common for small‑cap boards) .
- Stock ownership guideline (2× average of 2020–2021 grants) in place; individual compliance status for LeBlanc not disclosed post‑reappointment .
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Attendance and engagement
- AXTI states directors are expected to attend at least 75% of board/committee meetings; historical proxies show strong attendance by the board. Specific 2025 attendance for LeBlanc not yet disclosed given mid‑year appointment .
Overall: LeBlanc’s appointment stabilizes committee oversight after an unexpected director loss. The temporary independence exception and pending litigation warrants close monitoring through early 2026 and the next proxy cycle .