Chen Siow Woon

About Chen Siow Woon

Independent non-executive director (Class III) of Graphjet Technology (GTI); age 45 as of September 2025. She holds an M.Sc. in Food Science and a B.Sc. in Biochemistry from Universiti Kebangsaan Malaysia, with >10 years in R&D, product management, and quality control, and later roles in sales and education. She signed GTI’s S‑1 as an independent director on October 21, 2025, evidencing tenure at least from that date .

Past Roles

External Roles

Board Governance

• Board class: Class III director; staggered board structure with three classes and three-year terms .
• Independence: Determined independent under Nasdaq rules; board has a majority of independent directors .
• Committees:
  • Audit Committee member; committee meets at least quarterly and oversees financial reporting, internal controls, risk, related-party reviews; Tan Song Jie is Audit Committee financial expert .
  • Remuneration Committee Chair; responsibilities include CEO/executive pay, director compensation policies, equity plans, severance and change-of-control protections, and consultant oversight .
  • Nominating & Corporate Governance Committee Chair; responsibilities include director nominations, board evaluations, governance policies, and succession planning .
• Auditor oversight: Audit Committee (including Chen) selected Kreit & Chiu, LLP for FY2024–2025; 2023 financials were re-audited and restated by Kreit & Chiu .
• Meeting attendance: Not disclosed in available filings.

Fixed Compensation

• Director compensation amounts (cash retainers, committee chair/member fees, meeting fees) are not disclosed in the DEF 14A or S‑1. The Remuneration Committee (chaired by Chen) has just been formed and noted it has not reviewed CD&A under Item 402(b) .
• Any details on cash vs equity mix, retainers, or fees are not provided in the filings reviewed .

Performance Compensation

• No disclosed director equity grant details (RSUs/DSUs), option schedules, or performance metrics for directors in DEF 14A or S‑1 .
• The Remuneration Committee’s remit covers incentive/equity plans and change-of-control protections for executives, but specific structures are not provided in the current filings .

Other Directorships & Interlocks

Expertise & Qualifications

• Degrees: M.Sc. Food Science; B.Sc. Biochemistry (Universiti Kebangsaan Malaysia) .
• Technical expertise: Experimental design, microbial analysis, in vitro toxicity testing, enzymatic hydrolysis, QC and analytical technique improvements .
• Governance credentials: Independent director; chairs two key committees (Remuneration; Nominating & Corporate Governance). Not designated as the audit committee financial expert (role held by Tan Song Jie) .

Equity Ownership

Note: July 3, 2025 ownership table also lists directors with “—” (no holdings), consistent with later DEF 14A .

Governance Assessment

• Strengths

  • Independent status and leadership of two governance-critical committees (Remuneration; Nominating & Corporate Governance) support board independence and oversight quality .
  • Audit Committee membership places Chen within the core financial oversight structure; committee engaged auditor re-selection and acknowledged restatement, indicating active remediation of reporting issues .
  • Formal committee charters and compliance with Nasdaq/SEC rules for committee composition and operations are disclosed .

• Weaknesses/Concerns

  • No disclosed director ownership for Chen (0%), limiting “skin-in-the-game” alignment; beneficial ownership by a significant shareholder (Aiden Lee >50% post-consolidation context) concentrates voting power and elevates minority-protection concerns .
  • No disclosure of director compensation structure (cash/equity mix, chair/member fees), performance conditions, or equity award schedules, constraining pay-for-performance analysis; Remuneration Committee has not yet produced CD&A .
  • Company-level governance risk environment: recent financial statement restatement and multiple Nasdaq listing deficiencies in 2025 (minimum bid, MVLS, MVPHS) increase reliance on effective committee oversight; while this reflects on the company broadly, sustained monitoring by the Audit Committee (including Chen) is critical .

• Related-Party Transaction Oversight

  • Material related-party financing and warrant arrangements with a controlling shareholder (Aiden Lee) are disclosed; Nominating & Corporate Governance Committee is designated to review such transactions, placing Chen (as Chair) in a key conflict-mitigation role .

• Share Capital & Dilution Signals

  • 2025 proxy seeks approval for large authorized share capital increase (to 1,000,000,000 Class A), warrant exercise, and significant share issuances to ILP and Tan Chin Teong—dilutive moves that require heightened governance scrutiny; Chen’s committees will be central to investor-confidence signaling through process rigor and disclosures .

Overall: Chen’s independence and leadership of Remuneration and Nominating & Corporate Governance committees are positives for governance effectiveness. However, lack of disclosed ownership and compensation details, combined with a challenging company-level risk backdrop (restatements, listing notices, high dilution proposals), places greater importance on her committee rigor, conflict oversight, and transparent disclosure going forward .