Jason Jing Chen
About Jason Jing Chen
Jason Jing Chen, 63, is Vice Chairman of the Board at Harvard Apparatus Regenerative Technology, Inc. (HRGN) and an independent director since February 6, 2018 . He holds an MBA from Brigham Young University and a B.S. in Electrical Engineering from North China University of Technology; his career spans leadership roles in global commerce and operations across China-focused and multinational firms . He is currently a member of the Compensation Committee and serves as Chairman of the Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digitone Group | Senior Vice President, Business Development | Since Oct 2014 | Executive leadership in business development |
| DST Robotics Co Ltd (Digitone subsidiary) | Chief Executive Officer | Since Oct 2014 | Operating leadership |
| Formica (Greater China) | General Manager | Dec 2010 – Oct 2014 | P&L/market growth leadership in Greater China |
| Barco Great China / Barco, Inc. | Vice President; GM, Security & Monitoring – China | Mar 2008 – Nov 2009 | Strategy for enterprise/healthcare solutions |
| Waters Corporation (China/Hong Kong) | General Manager | Jan 2005 – Mar 2008 | Market development and strategy execution |
| Hilti China | Various managerial roles | Prior to 2005 | Operational management |
| Capital Iron & Steel Co. | Electrical Engineer (early career) | Early career | Technical foundation |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Digitone Group | SVP, Business Development | No disclosure of board seat | Executive role |
| DST Robotics Co Ltd | CEO | No disclosure of board seat | Executive role |
| Other public company directorships (past 5 years) | — | None disclosed | HRGN biographies list public boards; none listed for Chen |
Board Governance
- Independence: The Board determined seven directors are independent under Nasdaq rules; only the CEO is not independent, which implies Chen is independent .
- Roles: Vice Chairman; Compensation Committee member; Governance Committee Chairman .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of Board and committee meetings; all directors in office attended the 2024 Annual Meeting (June 20, 2024) .
- Executive sessions: Non-employee directors meet regularly in executive session .
- Committee activity: Audit Committee (independent) met 4 times in 2024 ; Compensation and Governance Committees did not hold formal meetings in 2024 but acted by written consent (Chen chairs Governance) .
Fixed Compensation
| Component (Director) | FY 2024 Cash ($) | FY 2024 Equity ($) | Total ($) | Vesting / Notes |
|---|---|---|---|---|
| Annual non-employee director compensation (Chen) | $0 | $45,000 | $45,000 | Equity-only; options vest quarterly over 1 year |
Policy detail (in effect during 2024): Non-employee directors receive options in lieu of cash—$20,000 grant (vest quarterly over 1 year) and a $25,000 grant five business days after the annual meeting (vest quarterly over 1 year) . Initial appointment grants valued at $25,000 vest quarterly over 1 year .
Performance Compensation
| Grant Type | Grant Date | Grant Value | Instrument | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Annual director option (post-AGM) | June 27, 2024 | $25,000 | Stock options | Vest in quarterly increments over 1 year | Form 4 for independent directors (incl. Chen) filed July 15, 2024, reporting this grant |
| Annual director option (in lieu of cash fees) | 2024 | $20,000 | Stock options | Vest in quarterly increments over 1 year | Equity-only director fees |
Change-in-control treatment: Under the Amended and Restated Equity Incentive Plan, outstanding options become fully vested and exercisable upon a Sale Event or Change of Control (applies company-wide, including directors) .
Other Directorships & Interlocks
| Company/Entity | Relationship Type | Potential Interlock/Conflict |
|---|---|---|
| DST Capital LLC | 24.6% shareholder | Chen’s external role is CEO of DST Robotics and SVP at Digitone Group; the proxy does not disclose any related-party transactions involving Chen. Note shared “DST” naming but no disclosed transactions or formal ties to DST Capital LLC . |
No other public company board service disclosed for Chen in the past five years .
Expertise & Qualifications
- Education: MBA (Brigham Young University); B.S. Electrical Engineering (North China University of Technology) .
- Domain expertise: Global commerce leadership; market development; operations in China; technology/industrial solutions .
- Board qualification: Broad expertise and leadership experience in global commerce; integrity and sound judgment per Board’s criteria .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % | Common Shares | Options Exercisable ≤60 days | Total Director Options Outstanding |
|---|---|---|---|---|---|
| Jason Jing Chen | 300,959 | 1.9% | 161,468 | 139,491 | 142,042 |
Anti-hedging: Directors, officers, and employees are prohibited from hedging/derivative transactions and short sales in company securities . Pledging: No pledging disclosed for Chen .
Insider Trades
| Date | Form | Transaction | Details | Notes |
|---|---|---|---|---|
| June 27, 2024 | Form 4 | Director stock option grant | Annual grant reported by independent directors (including Chen) | Filed July 15, 2024 (late), per company disclosure |
Governance Assessment
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Strengths:
- Independent status; Vice Chair leadership facilitating independent director discussions; regular executive sessions support oversight .
- Chair of Governance Committee; involvement in nominations and governance criteria; committees composed entirely of independent directors .
- Equity-only director compensation aligns director pay with shareholder outcomes; anti-hedging policy reinforces alignment .
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Watch items / red flags:
- Compensation and Governance Committees did not hold formal meetings in 2024 (acted by written consent); this may signal limited committee engagement and process rigor despite ongoing authority (Chen chairs Governance) .
- Late Section 16 filings for independent directors’ June 27, 2024 option grants (filed July 15, 2024) suggest minor compliance lapses; monitor future timeliness .
- Significant shareholder DST Capital LLC holds 24.6%—while no related-party transactions involving Chen are disclosed, continued monitoring is prudent given Chen’s executive role at DST Robotics and the company’s historical investor ties referenced elsewhere .
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Additional context:
- Board met 13 times in 2024; Audit Committee met 4 times; declassification and special meeting rights amendments proposed indicate responsiveness to governance best practices and shareholder feedback .
Overall, Chen’s equity-heavy compensation, independence, and vice chair role support alignment and oversight; however, committee meeting cadence and Section 16 timeliness merit attention for governance process quality .