Ling Zang
GENTEXAbout Ling Zang
Dr. Ling Zang (56) has served as an independent director of Gentex Corporation since 2021. He is a professor at the University of Utah’s Department of Materials Science and Engineering and Director of the Utah Center for Interfacial Sciences; his research spans nanoscale imaging, organic semiconductors, optoelectronic sensors, and solar energy applications, with 25+ patent applications filed. He holds a B.S. in physical chemistry from Tsinghua University and a Ph.D. in chemistry from the Chinese Academy of Sciences, is a Fellow of the National Academy of Inventors, and previously was an Alexander von Humboldt Fellow and NSF CAREER Award winner .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metallosensors, Inc. | Founder | Not disclosed | Technology commercialization background relevant to Gentex R&D focus |
| Vaporsens | Founder; prior consulting relationship | Ended prior to Gentex’s acquisition (April 2020) | Board considered and determined this former tie does not impair independence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Utah | Professor, Materials Science & Engineering | Not disclosed | Leads research in sensors and nanodevices; aligns with Gentex’s technology orientation |
| Utah Center for Interfacial Sciences, Nano Institute of Utah | Director | Not disclosed | Technology and commercialization expertise supporting board oversight of innovation |
Board Governance
- Independence: Affirmatively determined independent by the Board; independence evaluation explicitly considered the former Vaporsens consulting arrangement and found no impairment .
- Committee assignments: Member, Nominating & Corporate Governance Committee (current composition: Leslie Brown – Chair; Joseph Anderson; Ling Zang) .
- Board leadership: Independent Chair (Richard Schaum); independent directors meet without management .
- Attendance and meeting cadence:
- Board: 5 meetings in 2024; all directors attended the 2024 Annual Meeting and at least 75% of their Board/committee meetings .
- Audit Committee: 5 meetings (members: Deur – Chair; Starkoff; Walker) .
- Compensation Committee: 3 meetings (members: Schaum – Chair; Deur; Walker) .
- Executive Committee: 1 meeting (members: Schaum – Chair; Deur; Downing; Walker) .
- Nominating & Corporate Governance Committee: 1 formal meeting; ongoing informal engagement, candidate interviews, ESG oversight .
- Policies enhancing governance: Lead Independent Director policy; declassified board; majority voting (director resignation bylaw); clawback (incentive recoupment), anti-hedging/anti-pledging; stock ownership guidelines .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 93,764 | Includes base director retainer and applicable committee member retainers |
| All Other Compensation | 2,035 | RS dividends |
Fee schedule (for context): Annual director cash retainer $90,000; Committee chair retainers: Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $10,000. Committee member retainers: Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000; Executive Committee $5,000 (non-employee) .
Performance Compensation
| Component | 2024 Value ($) | Vesting | Equity Type |
|---|---|---|---|
| Annual Director RS Grant | 130,310 | Vests on first anniversary of grant | Restricted Stock (RS) |
Performance metrics applicable to director compensation
| Metric | Weight | Target | Outcome |
|---|---|---|---|
| None (time-based RS only) | — | — | RS granted following Annual Meeting; time-based vesting after 1 year |
Notes:
- Directors receive RS equal to $130,000 divided by the 20-day average closing price; RS vests after one year, aligning director incentives with shareholder outcomes via equity exposure .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed in the proxy biography |
Potential interlocks/conflicts:
- Prior consulting relationship with Vaporsens (ended before Gentex’s 2020 acquisition); Board determined no impact on independence .
Expertise & Qualifications
- Technology and commercialization expertise (sensors, nanoscale materials, optoelectronics), with extensive federally funded research and 25+ patent applications; supports product innovation and strategic R&D oversight .
- Academic leadership and research center management experience; complements ESG and sustainability oversight added to Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 24,034 | Sole voting/investment power unless otherwise indicated |
| Exercisable Options | 0 | No options listed for Dr. Zang |
| Ownership % of Shares Outstanding | ≈0.011% | 24,034 / 226,262,115 shares outstanding as of 3/17/2025 |
| Pledged Shares | Prohibited by policy | Anti-Hedging and Anti-Pledging Policy prohibits pledging and hedging |
| Director Stock Ownership Guidelines | 5x annual retainer; 5 years to comply | RS and PSAs count toward the guideline |
| Hedging | Prohibited | No hedging or derivative transactions allowed |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — | — | Directors/officers file Forms 3/4/5; filings available at ir.gentex.com under “SEC Filings” |
Governance Assessment
- Alignment/strengths:
- Independent director with deep technology commercialization expertise; member of Nominating & Corporate Governance Committee overseeing ESG and board refresh; Board structured with independent Chair and strong governance policies (majority voting; anti-hedging/pledging; stock ownership guidelines; clawback) .
- Attendance and engagement appear adequate: all directors attended ≥75% of meetings and the Annual Meeting; Nominating Committee actively engaged in diverse candidate sourcing and interviews .
- Equity alignment via annual RS grants; ownership of 24,034 shares; director stock ownership guidelines (5x retainer) reinforce skin-in-the-game, with RS counting toward compliance .
- Potential risk indicators/RED FLAGS:
- Former Vaporsens consulting tie presents a potential related-party exposure; Board explicitly assessed and affirmed independence. Continued monitoring of any transactions involving entities with past affiliations is prudent; Audit Committee reviews all related-party transactions per charter .
- No evidence of pledging/hedging, repricing, tax gross-ups, or loans; policies prohibit hedging/pledging and personal loans to directors; director “other compensation” limited to RS dividends (modest) .
- Shareholder sentiment:
- Say-on-pay (executive) received 96% support in 2024, indicating broad investor confidence in compensation governance generally; while director votes are separate, the compensation framework is viewed favorably .
Appendix: Director Compensation (context and comparables)
- Director compensation totals (2024): Fees $90,000 base; typical RS $130,000 grant; Dr. Zang’s 2024 totals: cash $93,764; RS $130,310; other $2,035; total $226,109 .
Sources: Gentex Corporation Definitive Proxy Statement (DEF 14A), April 3, 2025 .