Jeff Zhou
MONOLITHIC POWER SYSTEMSAbout Jeff Zhou
Jeff Zhou, age 70, is an independent director of Monolithic Power Systems (MPWR), serving on the Board since February 2010 and reclassified from Class II to Class I in October 2024; his current term runs to 2026. He is a retired senior business executive with over 40 years in global manufacturing, electronics and renewable energy, and holds a Ph.D. in Electrical Engineering from the University of Florida. He serves on the Audit Committee and the Compensation Committee and is affirmatively determined independent under NASDAQ rules. Board-wide, all directors attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MiaSolé (thin film solar) | Chief Executive Officer | 2013–2018 | Led renewable energy tech operations and strategy |
| MiaSolé | Executive Vice Chairman | 2018–2019 | Oversight of strategy and transition post-CEO role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Zhou |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member). Audit Committee membership includes Herbert Chang, Victor K. Lee, Eileen Wynne (Chair as of March 3, 2025), and Jeff Zhou. Compensation Committee membership includes Herbert Chang, Eugen Elmiger (Chair), and Jeff Zhou.
- Meeting cadence: Board met 4 times in 2024; Audit Committee met 5 times; Compensation Committee met 4 times; NCG Committee met 4 times (Zhou is not a member).
- Independence and skills: Zhou is independent and contributes executive leadership, global operations, innovation, risk management, and oversight of IT/AI/cybersecurity.
- Lead Independent Director and executive sessions: Herbert Chang serves as Lead Independent Director; independent directors meet in executive session to ensure independent scrutiny.
- Declassification plan: Board approved a phased declassification to annual director elections by 2030, enhancing accountability.
- Time commitment policy: Directors limited to maximum board seats and expected to devote necessary time; waivers require majority of non-affected directors.
- Anti-hedging/pledging: Directors prohibited from hedging, short sales, margin accounts, or pledging company stock.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Per director compensation table |
| Annual Board Retainer (program) | $85,000 | Board-approved program for 2024 (up from $75,000 in 2023) |
| Audit Committee Membership Fee (program) | $15,000 | Non-chair members |
| Compensation Committee Membership Fee (program) | $10,000 | Non-chair members |
Performance Compensation
| Equity Award Type | Grant Date | Number of Shares/Units | Grant Date Fair Value | Vesting & Terms |
|---|---|---|---|---|
| Annual RSU (incumbent directors) | Feb 6, 2024 | Notional award valued at $220,000 | $220,277 | Vests 100% on first anniversary; fully vests upon change in control |
| Unvested RSUs (as of 12/31/2024) | — | 348 shares | — | Outstanding balance for Zhou |
| Options | — | None | — | No outstanding options for directors as of 12/31/2024 |
Notes:
- Director equity is time-based RSUs; no director PSUs/options disclosed for Zhou.
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Other public company boards | None disclosed for Zhou |
| Compensation Committee interlocks | None; no NEO serves on boards where MPWR executives serve, and vice versa |
| Consultant independence | Radford engaged; Compensation Committee assessed independence, no conflicts |
Expertise & Qualifications
- Senior executive experience across manufacturing, electronics, renewable energy; contributes executive leadership and risk management (including IT/AI/cybersecurity) to MPWR Board.
- Ph.D. in Electrical Engineering (University of Florida), reinforcing technical depth.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Vested vs Unvested | Pledging/Hedging |
|---|---|---|---|---|
| Jeff Zhou | 6,069 | * (<1%) | Unvested RSUs: 348 shares (12/31/2024); Options: none | Prohibited by policy (no margin/pledge/hedging) |
Additional alignment:
- Director stock ownership guidelines set at 3x annual retainer; as of 12/31/2024, all directors met guidelines.
Governance Assessment
- Board effectiveness: Zhou’s dual committee roles (Audit, Compensation) support financial oversight and pay governance, with active rotation of committee chairs and formalized annual evaluations improving Board performance and refresh.
- Independence and attendance: Independent status affirmed; at least 75% attendance across Board/committees in 2024, indicating engagement.
- Ownership alignment: Meaningful personal shareholding and ongoing RSU grants align director incentives with long-term value creation; compliance with ownership guidelines strengthens alignment.
- Conflict review: Related-party policy in place; 2024 related-party disclosures did not cite Zhou, reducing perceived conflict risk.
- Risk oversight: Audit/Compensation committees cover financial reporting, internal controls, compensation risk, and human capital; NCG oversees cybersecurity—Zhou’s experience complements these mandates.
- RED FLAGS: None disclosed for Zhou (no pledging/hedging, no related-party transactions, no attendance or say-on-pay issues tied to his role). Board tenure remains long on average (~13 years), but declassification and evaluation reforms mitigate entrenchment concerns.