Chris Lai

About Chris Lai

Chris Lai Ther Wei, age 42 as of July 15, 2025, serves as Chief Executive Officer, Chief Financial Officer, Chairman, and Director of Graphjet Technology (GTI), roles he has held since April 2025; he has been an Executive Director since the company’s inception . His background is in corporate finance: Associate Director, Corporate Finance at Mercury Securities (2019–Oct 2021), then Director, Head of Capital Markets (Nov 2021–Feb 2025); he previously advised at RHB Investment Bank Berhad and OSK Investment Bank Berhad. He holds a Diploma in Business Studies (Accounting), a B.Sc. in Applied Accounting, and is an ACCA (UK) member and Fellow . During his tenure, GTI pursued a share consolidation and charter amendments to address Nasdaq listing deficiencies, approved share/warrant issuances to bolster capital, and re-audited/restated FY2023 financial statements under a new auditor .

Past Roles

External Roles

• No current external public company directorships disclosed in GTI’s executive/board biographies reviewed .

Fixed Compensation

Notes:

• Appointment disclosures do not include a cash bonus target or other fixed perquisites beyond the stated allowance .

Performance Compensation

Observations:

• Appointment filings specify base/allowance and a one-time equity grant valued at RM 500,000, but do not disclose performance metrics, targets, or vesting schedules tied to incentive pay .

Equity Ownership & Alignment

Additional alignment factors:

• Shares outstanding as of the record date: 3,210,062 Class A Ordinary Shares .
• No pledging/hedging disclosures for Chris Lai were provided in the 2025 AGM proxy; the beneficial ownership table shows “—” for his holdings as of the record date .
• Stock ownership guidelines and compliance status for executives are not disclosed in the reviewed filings .

Employment Terms

Board Governance

• Board structure and tenure: GTI has a classified board (Classes I–III). Chris Lai is a Class I director nominated for re-election to 2028 at the Dec 19, 2025 AGM .
• Roles and dual-role implications: Chris Lai concurrently serves as CEO, CFO, Chairman, and Director, concentrating executive authority and board leadership in a single individual, which raises common independence/oversight considerations for investors .
• Committee composition: The Audit Committee comprises Tan Song Jie (Chair), Chen Siow Woon, and Ang Chee Yong; Chris Lai is not listed on the audit committee .
• Proxyholder: The AGM proxy designates Chris Lai (management) as proxyholder, underscoring management influence in proxy solicitation .

Director Compensation

Performance & Track Record

• Listing compliance actions: During 2025, GTI received multiple Nasdaq deficiency notices (minimum bid price, MVLS, MVPHS), appealed a delisting determination, and sought shareholder approval for a share capital reorganization and a reverse split (1-for-50 to 1-for-150) to restore bid price compliance .
• Capital structure moves: At the 2025 AGM, the board sought approval to (i) permit exercise of warrants (3,333,340 shares), (ii) issue 3,157,000 shares to ILP as loan collateral and 11,065,513 shares to a seller under a property purchase formula adjustment, and (iii) increase authorized share capital to 1,000,000,000 shares, potentially dilutive over time .
• Financial reporting remediation: The 2023 financial statements were re-audited and restated by Kreit & Chiu; risk disclosures reference material weaknesses remediation efforts .

Risk Indicators & Red Flags

• Governance concentration: CEO/CFO/Chairman roles combined in one person .
• Shareholder dilution risk: Large prospective share issuances and authorization increase (subject to votes) .
• Restatement/internal control risk: 2023 restatement; management notes material weaknesses and remediation in forward-looking statements .
• Ownership concentration: Aiden Lee Ping Wei beneficially owned 52.33% of outstanding Class A shares as of Nov 14, 2025 (includes currently exercisable warrant portion), indicating a controlling shareholder dynamic .

Compensation Structure Analysis

• Cash vs. equity mix: Disclosed regimen is heavily fixed (RM 300k base + RM 400k allowance) with a one-time share grant equal to RM 500k; no performance-linked metrics disclosed, limiting visibility into pay-for-performance alignment .
• Incentive design transparency: No disclosed annual bonus targets, PSU/RSU structures, option awards, or vesting schedules for the equity grant in filings reviewed .
• Clawback/severance/CoC: Not disclosed in reviewed 8-Ks or the 2025 AGM proxy .

Equity Ownership & Alignment Commentary

• As of the 2025 AGM record date, the beneficial ownership table lists “—” for Chris Lai, indicating no reported beneficial ownership at that date; coupled with undisclosed vesting for the equity grant, near-term “skin in the game” is unclear .
• No pledging/hedging disclosure for executives in the reviewed proxy .

Say-on-Pay & Shareholder Feedback

• The 2025 AGM proxy solicited votes on capital and director proposals; a say‑on‑pay proposal or historical vote percentages were not included in the reviewed proxy materials .

Compensation Committee Analysis

• The Articles authorize a Compensation Committee with SEC/Nasdaq compliance, but committee composition and consultant usage are not disclosed in the reviewed 2025 proxy .

Investment Implications

• Alignment and incentives: With fixed-heavy pay and no disclosed performance metrics or bonus targets, incentive alignment to operating outcomes is not visible; beneficial ownership disclosure shows “—” for Chris Lai as of the record date, suggesting limited disclosed ownership alignment at that time .
• Governance oversight: Consolidation of CEO/CFO/Chairman roles elevates key-person and oversight risk; reliance on independent committees (e.g., Audit) becomes more critical .
• Capital structure and dilution: Proposed warrant exercises, share issuances, and a large authorized share increase, while intended to fund operations and resolve obligations, pose continuing dilution risk for minority shareholders .
• Execution focus: The operating priority remains restoring/maintaining listing compliance and completing financial reporting remediation; until resolved, governance and financing overhangs may dominate trading signals more than fundamental KPIs .