Shuo Zhang
About Shuo Zhang
Shuo Zhang, age 60, is an independent non-employee director of Grid Dynamics (GDYN) and has served on the board since 2017. She holds a Bachelor’s in Electrical Engineering from Zhejiang University and an M.S. in Material Science and Mechanics from Penn State University, with senior management experience at Cypress Semiconductor (2007–2015) and prior roles at Silicon Light Machines, Agilent Technologies, Altera, and LSI; she also serves as a China Advisory Partner for Benhamou Global Ventures (BGV) . The board has affirmatively determined she is independent under Nasdaq rules, and the audit committee recognizes her as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cypress Semiconductor | Senior management: corporate development, GM, worldwide mobile sales | Dec 2007 – Sep 2015 | Multiple senior capacities |
| Silicon Light Machines | Product/marketing/sales management | Not disclosed | Prior career role |
| Agilent Technologies | Product/marketing/sales management | Not disclosed | Prior career role |
| Altera Corporation | Product/marketing/sales management | Not disclosed | Prior career role |
| LSI Corporation | Product/marketing/sales management | Not disclosed | Prior career role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S.O.I.TEC Silicon on Insulator Technologies SA | Director | Current | Not disclosed |
| Telink Semiconductor | Director | Current | Not disclosed |
| PDF Solutions | Director | Current | Not disclosed |
| Benhamou Global Ventures (BGV) | China Advisory Partner | Current | Advisory role; VC network connectivity |
Board Governance
- Independence: The board determined Zhang is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Audit Committee; designated audit committee financial expert .
- Board attendance: In 2024, each director attended 95% of combined board and committee meetings .
- Board structure: CEO and Chair roles are separate; audit committee met 4 times in 2024 .
| Governance Attribute | Status/Details |
|---|---|
| Independence | Independent director |
| Audit Committee | Member; financial expert |
| Compensation Committee | Not a member |
| Nominating & Corporate Governance Committee | Not a member |
| 2024 Attendance | 95% for all directors |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging for directors |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual board retainer (cash) | $40,000 | Outside Director Compensation Policy |
| Audit Committee member fee (cash) | $15,000 | Member, not Chair |
| Total cash fees (FY2024) | $55,000 | Matches individual director table |
| Policy update (effective 1/1/2025) | RSU grants added for committee roles ($30,000 for members; $40,000 for chairs) | Equity components for committee service |
| Policy revision (effective 12/23/2025) | Option to take all cash retainers as RSUs (value equal to cash) | Aligns directors’ interests with stockholders |
| Total Director Compensation (FY2024) | Cash | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Shuo Zhang | $55,000 | $74,982 | $129,982 |
Performance Compensation
- Director equity is primarily time-based RSUs; no director-specific performance metrics were disclosed for director compensation (PSUs and detailed performance metrics apply to NEOs, not outside directors) .
| Equity Type (Director) | Grant Structure | Performance Metrics |
|---|---|---|
| RSUs | Annual RSUs; vesting per policy/award agreements | Not applicable for directors (time-based) |
For reference, company-wide PSU design and modifiers (rTSR, rCAGR vs. Russell 2000) apply to NEO long-term incentives, not director pay .
Other Directorships & Interlocks
- Current public boards: SOITEC, Telink Semiconductor, PDF Solutions .
- Interlock note: Zhang is China Advisory Partner for BGV; GDYN director Eric Benhamou founded BGV and is Compensation Chair, creating a network interlock (no related-party transactions disclosed with BGV) .
- Significant shareholder landscape: Beijing Teamsun group holds 16.4%; several directors have historical ties to ASL/Teamsun, but Zhang’s ties are not indicated .
| Entity | Relationship to Zhang | Potential Conflict Commentary |
|---|---|---|
| Benhamou Global Ventures (BGV) | China Advisory Partner | Interlock via director Benhamou (BGV founder); no related-party dealings disclosed |
| SOITEC | Director | No GDYN transaction disclosed |
| PDF Solutions | Director | No GDYN transaction disclosed |
| Telink Semiconductor | Director | No GDYN transaction disclosed |
Expertise & Qualifications
- Technical and commercial expertise in semiconductors, sales, and corporate development (Cypress) .
- Recognized audit committee financial expert; relevant financial literacy and sophistication .
- Education: B.S. EE (Zhejiang University); M.S. (Penn State) .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Shares held of record | 91,843 | |
| Options exercisable within 60 days | 63,533 | |
| RSUs vesting within 60 days | 3,672 | |
| Total beneficial ownership | 159,048 | |
| Ownership as % of outstanding | <1% (asterisk per proxy) | |
| Shares outstanding (record date) | 84,805,201 | |
| Hedging/pledging | Prohibited by company policy |
Governance Assessment
- Board effectiveness: Zhang strengthens audit oversight with recognized “financial expert” status; paired with broad semiconductor and sales experience, this enhances audit committee rigor and risk oversight .
- Independence and attendance: Independent under Nasdaq rules with strong engagement (board-wide 95% attendance in 2024), supporting investor confidence .
- Pay alignment: FY2024 director pay split ($55k cash, $74,982 RSUs) plus a policy shift encouraging equity-only compensation improves alignment with shareholders; cash fees are modest and audit-member fees are standard .
- Ownership: Meaningful personal stake (159,048 shares/options/RSUs, <1%) with anti-hedging/pledging policy enhances alignment; no pledging allowed .
- Conflicts/related party: No related party transactions disclosed involving Zhang or BGV; note interlock via BGV founder on GDYN board—monitor for potential conflicts if transaction activity arises .
- RED FLAGS to monitor:
- VC interlock (BGV) between two directors—evaluate any future GDYN/BGV portfolio dealings for independence risks .
- Multiple external board roles—time commitment risk; attendance data is strong but continued monitoring advisable .
- Concentrated shareholder influences (Teamsun group at 16.4%)—not specific to Zhang, but relevant to overall governance environment .
Related-party and policy controls: Audit committee reviews related person transactions; formal policy prohibits entering transactions >$120k without audit approval. 2023 clawback policy and anti-hedging/pledging enhance governance safeguards .