Jason Chen
About Jason Chen
Jason Chen, 55, is the Founder, Chairman, and Chief Executive Officer of DIH Holding US, Inc. (DHAI), roles he has held since September 2014; his prior experience includes senior leadership at Cardinal Health and GE Healthcare, and he holds an EMBA from Kellogg (Northwestern), an MBA from CEIBS, and a post‑graduate fellowship at London Business School . He serves concurrently as a director (Class I), with his current board term running through the 2027 annual meeting . Company filings do not disclose multi‑year TSR, revenue growth, or EBITDA growth for his tenure in the context of executive biography or compensation discussions; DHAI is a smaller reporting/emerging growth company and provides scaled disclosures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cardinal Health (Fortune 50) | Senior VP & Managing Director, Global Sourcing; Asia President | Not disclosed | Led global sourcing strategy and Asia-wide operations, bringing large-scale healthcare supply chain expertise . |
| GE Healthcare N.A. Services | Chief Financial Officer | Not disclosed | Financial leadership in healthcare services, enhancing operational and financial rigor . |
| GE CSI | Chief Financial Officer | Not disclosed | Regional finance leadership supporting GE’s healthcare footprint . |
| GE Healthcare Greater China | General Manager, Sourcing & Operations | Not disclosed | Built regional sourcing/operations capability in a key growth market . |
| GE Corporate BD Group | Business Development Manager | Not disclosed | Corporate development experience supporting growth and partnerships . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DIH Technology Ltd. | Co‑Founder, Chief Executive Officer | Not disclosed | Parent/affiliate shareholder of DHAI; alignment and potential related party context noted in filings . |
Board Governance and Service
- Board class/tenure: Class I director; nominated and re‑elected at the 2024 annual meeting for a term ending in 2027 .
- Dual role: Chairman and CEO (not independent); governance mitigants include a Lead Independent Director (F. Samuel Eberts III) and fully independent Audit, Compensation, and Nominating/Governance committees .
- Committee structure: Audit (Chair: Ken Ludlum; members: Max Baucus, Cathryn Chen), Compensation (Chair: Max Baucus; members: Ken Ludlum, Cathryn Chen), Nominating & Corporate Governance (Chair: F. Samuel Eberts III; member: Cathryn Chen) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 384,000 | 384,000 |
| Target annual cash bonus ($) | 190,000 (performance‑based, at Board discretion) | 190,000 (performance‑based, at Board discretion) |
Notes: DHAI disclosed no discretionary annual bonuses historically for these periods; actual bonus outcomes for Mr. Chen were not disclosed .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed; Board review of annual performance | Not disclosed | Up to $190,000 | Not disclosed | Cash, determined post‑year by Board | N/A (cash) |
| Long‑term equity (options/RSUs/PSUs) | N/A | N/A | N/A | N/A | No equity granted in FY23–FY24 | N/A |
Additional policies:
- Clawback: DHAI has adopted a clawback policy (SEC Rule 10D‑1 compliant) administered by the Compensation Committee .
- No tax gross‑ups: DHAI states it does not provide 280G/4999/409A tax gross‑up or similar reimbursements to executives .
Equity Ownership & Alignment
| Holder | Shares | Ownership % |
|---|---|---|
| Jason Chen (see footnote) | 14,085,241 | 34.7% |
Footnote and context:
- Filings state Mr. Chen does not own DHAI shares directly but “may be deemed” to have indirect ownership via approximately 42% of DIH Technology Ltd.; critically, he does not have voting or dispositive power over the DIH shares held by DIH Technology Ltd. .
- Company policy prohibits directors/officers from hedging or pledging company securities and from holding securities in margin accounts .
- As of FY23–FY24, no equity awards were outstanding for NEOs (no RSUs/PSUs/options), implying no scheduled vesting overhang for Mr. Chen .
- Section 16 compliance: DHAI reported timely insider filings for FY2024 based on its review .
- Overhang/flow: Selling stockholder registration includes shares held by DIH Technology Ltd. (14,085,241) and ATAC Sponsor; resale dynamics could add supply, though dispositive control over DIH Technology Ltd. shares is not with Mr. Chen .
Employment Terms
| Term | Summary |
|---|---|
| Employment status | At‑will; may be terminated by either party with or without cause . |
| Severance | None disclosed; at‑will agreements specify no severance payments . |
| Change‑of‑control | Not disclosed for Mr. Chen; no CIC multiples or accelerated vesting terms disclosed in FY23–FY24 proxy/S‑1 . |
| Non‑compete / non‑solicit | Not disclosed for Mr. Chen in cited filings . |
| Deferred comp / pension | None for Mr. Chen; no non‑qualified deferred comp plans for NEOs . |
Director Compensation (context for dual-role/governance)
- Non‑employee directors moved to paid retainers and equity post‑FY2024; committee composition remained independent. As CEO/Chair, Mr. Chen is not a recipient of director retainers .
Investment Implications
- Pay mix and incentives: Mr. Chen’s disclosed compensation is cash‑heavy with no LTI equity grants in FY23–FY24, limiting explicit pay‑for‑performance leverage via vesting/performance shares and reducing near‑term insider selling pressure tied to vesting schedules .
- Alignment via ownership: Economic alignment derives from his indirect stake through DIH Technology Ltd.; however, absence of voting/dispositive power over those shares reduces governance influence associated with that stake and may moderate direct trading signals attributable to him personally .
- Liquidity/overhang: Registration for resale covering DIH Technology Ltd. and sponsor holdings points to potential supply overhang; any selling decisions by DIH Technology Ltd. are not controlled by Mr. Chen based on the disclosure of voting/dispositive rights .
- Governance mitigants to dual role: Independent Lead Director and fully independent key committees (Audit/Compensation/NCG) partially offset CEO‑Chair concentration risk; clawback and prohibitions on hedging/pledging further strengthen alignment safeguards .
- Retention risk: At‑will employment with no severance/CIC protections and absence of multi‑year equity may elevate retention risk relative to peers; counterbalance is founder status and significant indirect economic interest in DIH Technology Ltd. .