Herbert Chang

About Herbert Chang

Herbert Chang, age 63, is Lead Independent Director of Monolithic Power Systems (MPS) and has served on the Board since September 1999; he is a venture capitalist and General Partner of GrowStar Partners Group Limited (since July 2007) with focus areas spanning semiconductors, telecommunications, networking, software, and internet industries . The Board has determined Mr. Chang is independent under NASDAQ listing standards . Education: B.S. in Geology from National Taiwan University and an MBA from National Chiao Tung University (Taiwan) .

External Roles

Board Governance

• Role and leadership

  • Lead Independent Director appointed annually; responsibilities include reviewing agendas and materials, ensuring adequate discussion time, retaining independent advisors for the Board/committees, presiding over executive sessions of independent directors, and calling/leading meetings of independent directors .
  • Independent directors meet in executive session as part of regularly scheduled Board or committee meetings and as needed .

• Committees and service

  • Audit Committee member; Audit Committee comprised of Chang, Lee, Wynne (Chair as of Mar 3, 2025), and Zhou; all members are independent; Audit Committee held five meetings in 2024 .
  • Compensation Committee member; Compensation Committee comprised of Chang, Elmiger (Chair), and Zhou; all members are independent; Compensation Committee held four meetings in 2024 .
  • Not a member of the Nominating & Corporate Governance (NCG) Committee; NCG comprised of Elmiger and Martinez (Chair); held four meetings in 2024 .

• Board structure, attendance, independence

  • Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
  • The Board considers Chang independent under NASDAQ standards .
  • Two Board members attended the 2024 Annual Meeting; MPS has no formal policy on director attendance at annual meetings .

• Governance enhancements and stockholder rights (context)

  • Board leadership structure: combined CEO/Chair with an active Lead Independent Director (Chang) to provide counterbalance and oversight .
  • The Board proposed and recommends a phased declassification, moving to annual elections by 2030, following stockholder feedback and an advisory stockholder proposal in 2024 that received strong support .
  • Director time commitment policy limits total public company boards and sets stricter limits for sitting executive officers and board chairs .
  • Anti-hedging/short-sale policy and prohibition on margin/pledging for directors and officers .

Fixed Compensation (Director)

• Program structure (FY2024)

  • Annual Board retainer: $85,000; Lead Independent Director fee: $40,000; Audit Committee membership: $15,000; Compensation Committee membership: $10,000; Audit Chair: $30,000; Compensation Chair: $20,000; NCG membership: $7,500; NCG Chair: $15,000 .
  • Incumbent non-employee directors receive annual RSU grant valued at $220,000; vests 100% on first anniversary; all director equity vests fully upon change in control .

• 2024 actual compensation (Herbert Chang) | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $150,000 | | Stock Awards (grant date fair value) | $220,277 | | Total | $370,277 |

Note: Based on role and memberships, the $150,000 cash likely comprises Annual Retainer ($85,000), Lead Independent Director fee ($40,000), Audit Committee member fee ($15,000), and Compensation Committee member fee ($10,000) as set by the FY2024 program .

Performance Compensation (Director Equity)

Grant date reference and valuation methodology: grant date fair value calculated using closing price on Feb 6, 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Venture investor with board experience across private and public technology companies, contributing leadership, risk management, corporate governance, and oversight expertise .
• Financial expertise used to analyze complex financial transactions considered by the Board .
• Significant industry knowledge (semiconductor sector) and international experience based on education and work in geographies relevant to MPS .

Equity Ownership

Governance Assessment

• Strengths

  • Long-serving Lead Independent Director with clear authority to set agendas, retain advisors, and lead executive sessions, supporting independent oversight in a combined CEO/Chair structure .
  • Active committee service on Audit and Compensation, both fully independent; committees met regularly in 2024 .
  • Robust policies: anti-hedging/anti-pledging and a director time commitment policy; formal annual Board/committee/director evaluations introduced in 2024 .
  • Director compensation structure is majority equity (time-based RSUs) with CIC acceleration; clear, market-benchmarked fee schedule .
  • Stockholder engagement: management engaged with holders representing ~47% of shares in 2024; say-on-pay support improved to 97% in 2024 from 57% in 2023 and 72% in 2022, reflecting responsiveness to investor feedback .

• Watch items / potential red flags

  • Tenure: Chang has served since 1999, implying significant longevity; the Board has initiated a phased declassification to increase accountability and facilitate refreshment over time .
  • Annual meeting attendance: only two directors attended the 2024 Annual Meeting; while there is no formal attendance policy, some investors prefer broader director attendance at annual meetings .
  • Venture investing overlaps: Chang’s sector focus includes semiconductors; company policy requires disclosure and Audit Committee review of related party transactions—none involving Chang were disclosed for 2024, mitigating direct conflict concerns .

• Committee and compensation oversight quality

  • Compensation Committee independence, use of an independent consultant (Radford), and an independence assessment with no conflicts reported; committee composition refreshed (new chairs in 2024–2025) consistent with governance best practices .

Notes on Related Party Transactions

• 2024 related party disclosures included investments by the CEO and General Counsel in the same venture partnership as MPS, and compensation for a non-executive employee who is a family member of an executive; no transactions involving Herbert Chang were disclosed .

Appendix: Key Attendance, Committee, and Compensation Data

• Board meetings in 2024: four; all directors attended ≥75% of Board/committee meetings .
• Audit Committee meetings in 2024: five; members: Chang, Lee, Wynne (Chair from Mar 3, 2025), Zhou .
• Compensation Committee meetings in 2024: four; members: Chang, Elmiger (Chair), Zhou .
• 2024 Director compensation schedule and Chang’s actual 2024 director pay detailed above .