Ping Fu
About Ping Fu
Ping Fu, 67, has served as an Independent Director of Capstone Green Energy Holdings, Inc. since August 2021. She co-founded Geomatic in 1996 and later served as Chief Strategy Officer and Chief Entrepreneur Officer at 3D Systems (NYSE: DDD) from 2013 to 2016; she was part of the team that created NCSA Mosaic and HTTP server software and has received multiple leadership awards, including Outstanding American by Choice, Ernst & Young Entrepreneur of the Year, and Inc. Magazine’s Entrepreneur of the Year. She currently serves on the boards of Live Nation Entertainment (NYSE: LYV), Long Now Foundation, and Burning Man Project; the Board has determined she is independent under Nasdaq rules and disclosed that each director attended at least 90% of Board and applicable committee meetings in FY2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geomatic | Co-Founder & CEO | 1996–2013 | Led 3D imaging/printing innovation; transformed product design/manufacturing |
| 3D Systems (NYSE: DDD) | Chief Strategy Officer and Chief Entrepreneur Officer | 2013–2016 | Strategic leadership following Geomagic acquisition |
| NCSA Mosaic | Team member | Not disclosed | Early Internet software development (Mosaic, HTTP server) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Live Nation Entertainment (NYSE: LYV) | Director | Current (not dated) | Public company directorship |
| Long Now Foundation | Director | Current (not dated) | Non-profit board |
| Burning Man Project | Director | Current (not dated) | Non-profit board |
Board Governance
- Committee assignments: Audit Committee member; Governance & Sustainability Committee member. Audit Committee members are John P. Miller (Chair), Robert C. Flexon, and Ping Fu; Governance & Sustainability Committee members are Robert F. Powelson (Chair), Denise M. Wilson, and Ping Fu.
- Independence: The Board determined Ping Fu and other directors are independent under Nasdaq Rule 5605(a)(2).
- Attendance and engagement: Board met 23 times in FY2025; each director attended at least 90% of Board and committee meetings; independent directors met in executive session at all regularly scheduled Board meetings.
- Leadership structure: Roles of Chair (Robert C. Flexon) and CEO (Vincent J. Canino) are separated.
- Committee activity: FY2025 meetings—Audit Committee: 9; Governance & Sustainability Committee: 3.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned in Cash ($) | $59,000 | $89,000 |
| Stock Awards ($) | $35,869 | $10,000 |
| All Other Compensation ($) | $51,086 (tax reimbursements related to restructuring awards) | — |
| Total ($) | $145,955 | $99,000 |
| Director Fee Policy Elements (FY2025) | Amount |
|---|---|
| Annual base retainer (non-executive directors) | $75,000 |
| Audit Committee Chair | +$17,000 |
| Audit Committee member | +$8,000 |
| Compensation & Human Capital Chair | +$15,000 |
| Compensation & Human Capital member | +$6,000 |
| Governance & Sustainability Chair | +$10,000 |
| Governance & Sustainability member | +$6,000 |
| RSU annual grant (commencing 2024 Annual Meeting) | $10,000 |
| FY2025 fee payments | 100% of directors’ fees paid in cash due to limited share pool |
Performance Compensation
| Equity Award Terms | Detail |
|---|---|
| Annual RSU (non-employee directors) | $10,000 grant value (commencing 2024 Annual Meeting) |
| New director RSU policy (approved Jan 22, 2024) | 10,000 RSUs to each new director appointed on or before Dec 7, 2024 |
| Prior RSU treatment | Non-employee director RSUs canceled Dec 7, 2023 in restructuring |
| Plan cap for non-employee directors | Total value of all awards under plan + cash compensation ≤ $300,000 per calendar year |
| Fee-to-stock election | Directors may elect stock awards in lieu of fees; FY2025 fees paid entirely in cash due to share pool limits |
- No performance-based metrics are disclosed for director compensation; RSUs for directors appear to be time-based under the plan.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Live Nation Entertainment (NYSE: LYV) | Director | No related-party transactions disclosed involving Ping Fu; Audit Committee reviews any such transactions >$120,000 |
| Long Now Foundation | Director | Not applicable (non-profit) |
| Burning Man Project | Director | Not applicable (non-profit) |
- Related party transactions oversight: Audit Committee (of which Fu is a member) reviews and approves related party transactions; the proxy describes a CFGI engagement involving a potential bonus to the CFO’s son and notes remedial actions by the Audit Committee; no involvement by Ping Fu is indicated.
Expertise & Qualifications
- Technology and innovation expertise: 3D imaging/printing leadership; early Internet software (Mosaic/HTTP) contributions.
- Global executive experience: Senior strategy roles at 3D Systems post-acquisition.
- Board diversity and refresh: Governance & Sustainability Committee considers diverse skills/experiences and age limits (72) in nominations.
- Awards and recognition: Outstanding American by Choice; E&Y Entrepreneur of the Year; Inc. Entrepreneur of the Year; NYT-bestselling author.
Equity Ownership
| Metric | As of Dec 16, 2024 | As of Jun 13, 2025 |
|---|---|---|
| Common Stock (shares) | 30,372 | 30,372 |
| Common Stock (%) | 0.2% | 0.2% |
| Non-Voting Common Stock (shares) | 60,795 | 60,795 |
| Non-Voting Common Stock (%) | 12.0% of Non-Voting class | 12.0% of Non-Voting class |
| Combined Total Voting Power (%) | 0.2% (Non-Voting excluded) | 0.2% (Non-Voting excluded) |
| Ownership Alignment Policies | Requirement |
|---|---|
| Director Stock Ownership Guidelines | Non-employee directors: 4× annual retainer; expected to meet within 5 years from later of Chapter 11 emergence or date subject to guidelines |
| Anti-hedging policy | Prohibits short sales, derivatives, and hedging transactions by directors and related persons |
| Anti-pledging policy | Prohibits pledging company securities as collateral |
| Clawback policy (executives) | Recovery of incentive-based compensation upon accounting restatement; plan-level clawback applies to equity awards |
Governance Assessment
- Positives: Independent director with strong technology background; active service on Audit and Governance & Sustainability Committees; Board-wide attendance ≥90% and regular independent executive sessions; separation of Chair and CEO; formal director ownership guidelines and anti-hedging/anti-pledging policies; Audit Committee oversight of related party transactions.
- Pay structure and alignment: FY2025 director fees were fully cash due to limited share pool, but a $10,000 annual RSU grant remains part of the director package alongside fee-to-stock elections; non-employee director awards capped at $300,000 per year under the plan.
- Watch items/RED FLAGS: Prior cancellation of non-employee director RSUs in Dec 2023 due to restructuring; company-level related party policy breach related to CFGI (addressed by the Audit Committee) indicates the need for continued vigilant oversight; share pool constraints leading to all-cash fee payments may dilute long-term equity alignment until replenished.