Martha C. Agee
CBAK Energy TechnologyAbout Martha C. Agee
Independent director since November 15, 2012; currently age 70 (as of the 2025 record date). She is Chair of the Audit Committee and designated the Audit Committee financial expert; she also serves on the Compensation and Nominating & Corporate Governance Committees . Background: senior lecturer of business law at Baylor University since 1997; formerly practiced law (1988–1996); prior credentials include Certified Public Accountant, Chief Accountant for a political subdivision, and Supervisor of Accounting for a large retail chain; degrees: B.S. in Accounting (1976) and J.D. (1988), Baylor University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Political subdivision (unnamed) | Chief Accountant | 5.5 years (prior to 1997) | Led preparation/analysis of monthly and quarterly financials; budgeting and internal audit |
| Large retail chain (unnamed) | Supervisor of Accounting | Prior to 1997 | Hiring/training/supervision of accounting staff; extensive financial reporting responsibilities |
| Law practice | Attorney | 1988–1996 | Legal practice prior to academia |
| CBAK Energy Technology, Inc. | Director | Since Nov 15, 2012 | Audit Chair; member Compensation and Nominating Committees; Audit Committee financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor University, Hankamer School of Business | Senior Lecturer (Business Law) | Since 1997 | Teaches Legal Environment of Business, International Business Law, Healthcare Law & Ethics |
| Other public company boards (last 5 years) | — | — | None disclosed for Agee; no director held other public directorships in last five years |
Board Governance
- Independence: Board determined Agee is independent under SEC and NASDAQ rules; all committee members are independent .
- Audit Committee Chair and financial expert: Agee designated Audit Committee financial expert; Audit Committee oversees related-party transactions and financial reporting .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2023 and 2024 .
- Board leadership: 2024 – combined CEO/Chair structure; 2025 – Board operating without a designated Chair, rotating presiding responsibilities .
| Governance Item | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings and attendance | 3 meetings; ≥75% attendance by each director | 2 meetings; ≥75% attendance by each director |
| Audit Committee (members: Agee [Chair], Xue, He) | 2 meetings; 4 unanimous written consents | 4 meetings; 1 unanimous written consent |
| Compensation Committee (members: Agee, Xue [Chair], He) | 1 meeting; 2 unanimous written consents | 0 meetings; 2 unanimous written consents |
| Nominating & Corporate Governance Committee (members: Agee, He [Chair], Xue) | 1 meeting; 1 unanimous written consent | 0 meetings; 1 unanimous written consent |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer ($) | $20,000 | $20,000 |
| Committee chair/member fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Benefits (medical/dental/retirement) | No director plans maintained | No director plans maintained |
Performance Compensation
| Award/Metric | Details |
|---|---|
| RSU grant | 10,000 RSUs granted April 11, 2023; vested 50% on June 30, 2023 and 50% on December 31, 2023 |
| Option grant | 20,000 options granted April 11, 2023; vest in four equal semi-annual installments with first vest June 30, 2024, second vest December 31, 2024, third vest June 30, 2025, fourth vest December 31, 2025 |
| Director equity value (reported) | 2023 Stock Awards: $12,740; 2024 Option Awards: $3,900 |
| Performance metrics tied to director equity | None disclosed (awards appear time-based; no TSR/financial targets disclosed) |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Agee in past five years |
| Shared directorships with competitors/suppliers/customers | None disclosed |
| Prior public company boards (last five years) | None disclosed |
Expertise & Qualifications
- Audit and finance: Former CPA; extensive accounting leadership roles; designated Audit Committee financial expert based on interview and questionnaire assessing accounting/finance expertise .
- Legal/governance: J.D.; decades of business law teaching; legal practice background .
- Industry/operational literacy: Prior supervisory roles in accounting operations; oversight of complex financial reporting .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 65,000 | 75,000 |
| Ownership % of outstanding | 0.07% (89,939,190 shares outstanding) | <1% (88,645,836 shares outstanding) |
| Vested vs unvested (director-specific breakdown) | Not separately disclosed for directors; RSUs granted in 2023 fully vested by year-end 2023 | |
| Shares pledged as collateral | None disclosed |
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; consistent attendance; explicit Audit Committee oversight of related-party transactions and auditor independence; committee structures with independent membership .
- Engagement signal: Audit Committee increased formal meetings in 2024 (from 2 to 4), suggesting enhanced oversight during a period of auditor transition and significant related-party flows .
- RED FLAGS:
- Compensation and Nominating committees held no formal meetings in 2024, relying solely on unanimous written consents—could indicate reduced formal deliberation cadence on pay/governance matters .
- Company-level related-party transactions with former subsidiaries and affiliates are significant in magnitude; while none implicate Agee personally, Audit Committee oversight is critical (e.g., purchases/sales with Zhengzhou BAK entities and Zhejiang Shengyang; sizable receivables/payables and prepayments) .
- Structural change: Shift from CEO/Chair duality in 2024 to a no-designated-chair model in 2025; monitoring board effectiveness under the rotating presiding arrangement is advisable .
- Compliance: Section 16 filing timeliness—late filings noted for certain insiders in 2023 (CEO and a director), none indicated for Agee; 2024 compliance on time for all persons subject to reporting .
Implications: Agee’s audit leadership and independence are positive for investor confidence, particularly given the company’s related-party exposures and auditor transition. However, limited formal meeting activity in compensation and nominating committees in 2024 is a governance engagement risk; continued tracking of committee rigor and disclosure quality is warranted .