Jeremy Zhu
About Jeremy Zhu
Jeremy Q. Zhu, 52, has served as an independent director of Old Market Capital Corporation since September 2017. He is the founder and Managing Director of Sepulveda Management, LLC (TCW Sepulveda), an SEC-registered investment adviser affiliated with The TCW Group, Inc. He previously held senior roles at Wedbush, Lehman Brothers Venture Capital Group, and CSC Kalchas. He holds a Master’s in Engineering from Princeton University and a B.S. in Engineering from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedbush/Wedbush Opportunity Capital, LLC | Managing Director & SVP | 2007–2016 | Focused on strategic growth initiatives, investments, and acquisitions |
| Lehman Brothers Venture Capital Group | Investment professional | Not disclosed | Early-stage and growth investing exposure |
| CSC Kalchas Group | Strategy consultant | Not disclosed | Strategy work with multinational clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sepulveda Management, LLC (TCW Sepulveda), affiliate of The TCW Group, Inc. | Founder & Managing Director | 2016–present | SEC-registered investment adviser affiliated with TCW |
| CalWest Bancorp (OTC) | Director | Until 2020 (sale) | Board service concluded upon sale |
| Community 1st Bancorp (OTC) | Director | Until 2017 (sale) | Board service concluded upon sale |
No current public company directorships were disclosed for Mr. Zhu in the 2025 proxy .
Board Governance
- Independence and service: The Board determined Mr. Zhu is independent under NASDAQ rules; he is one of three independent directors (with Hutchins and Keating) .
- Committee assignments and chair roles:
- Audit Committee member; designated an “audit committee financial expert” .
- Compensation Committee member .
- Nominating/Corporate Governance Committee Chair .
- Attendance: In FY ended March 31, 2025, the Board held 4 meetings; Audit 4; Compensation 1; Nominating 1. Each incumbent director attended at least 75% of the aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Policies:
- Anti-hedging policy prohibits hedging transactions in company securities .
- Clawback policy compliant with NASDAQ Rule 10D-1 is on file as Exhibit 97 to the FY2025 10-K .
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Equity Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 27,500 | 47,500 (grant date FV) | — | 75,000 |
- Director pay program (structure): Annual retainer $45,000; Committee Chair retainer +$10,000; meeting fees of $1,000 (non-ordinary-course) or $750 (telephonic); customary annual restricted stock of $20,000 (though the proxy notes no such annual awards were granted in FY2025) .
Performance Compensation
| Performance Metric(s) | Weight/Target | Measurement Period | Outcome |
|---|---|---|---|
| None disclosed for non-employee director compensation | — | — | — |
- The proxy describes equity awards to directors but does not disclose performance-based metrics tied to director compensation .
Other Directorships & Interlocks
| Company/Entity | Type | Status | Potential Interlock/Note |
|---|---|---|---|
| The TCW Group, Inc. (affiliated via TCW Sepulveda) | Investment manager | Current affiliation | TCW Business Unit reported 600,704 OMCC shares on Schedule 13G/A; entities affiliated with The Carlyle Group hold an indirect minority interest in TCW; information barriers in place; beneficial ownership disclaimers noted . |
| CalWest Bancorp (OTC) | Public (OTC) | Former director | Board role ended upon sale in 2020 . |
| Community 1st Bancorp (OTC) | Public (OTC) | Former director | Board role ended upon sale in 2017 . |
Expertise & Qualifications
- Financial expert: Qualifies as an “audit committee financial expert” under SEC and NASDAQ standards .
- Domain skills: Leadership and analytical experience across investment management and strategic consulting; prior banking sector board service .
- Education: M.Eng. Princeton; B.S. Engineering Cornell .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jeremy Q. Zhu | 624,326 | 9.2% | Includes 600,704 shares held of record by The TCW Group, Inc. and subsidiaries; Zhu personally held 23,622 shares of record; Zhu is Managing Director of Sepulveda Management, LLC, an affiliate of the TCW Business Unit; beneficial ownership/disclaimer language referenced in TCW’s Schedule 13G/A . |
The Board nevertheless determined Mr. Zhu is independent under NASDAQ rules .
Insider Trades and Section 16 Compliance
| Date of Transaction | Reported Transaction | Form 4 Filing Date | Note |
|---|---|---|---|
| June 6, 2024 | Grant of shares of Common Stock | December 17, 2024 | Company disclosed one Form 4 filing for Mr. Zhu was inadvertently filed late . |
Related-Party Exposure and Conflicts
- Company policy: Audit Committee of independent directors reviews and approves related-person transactions; procedures and safeguards summarized; no non-compliant transactions reported .
- Disclosed transactions: FY2024–FY2025 related-party items involve Amplex and its President (Radabaugh) and leases with Red Bug, LLC; no transactions disclosed involving Mr. Zhu or TCW .
- Ownership interlock: TCW Business Unit reported 8.9% (600,704 shares) stake; Mr. Zhu is affiliated with the TCW Business Unit through Sepulveda Management; TCW and Carlyle affiliates include disclaimers and information barriers .
Governance Assessment
- Strengths
- Deep finance and investment background; designated audit committee financial expert .
- High engagement indicated by ≥75% attendance across Board and committee responsibilities and prior annual meeting attendance .
- Multiple governance roles (Audit, Compensation, and Chair of Nominating/Corporate Governance) enhance board effectiveness and oversight breadth .
- Anti-hedging and clawback frameworks in place support alignment and accountability .
- Alignment
- Significant beneficial ownership (9.2%) aligns interests with shareholders, though most is via TCW Business Unit holdings .
- Watch items / RED FLAGS
- Section 16(a) timeliness: one late Form 4 filing in FY2025 for a June 6, 2024 grant (filed December 17, 2024) .
- Potential perceived conflict: affiliation with a large shareholder (TCW Business Unit at 8.9%); the Board has nevertheless affirmatively determined independence, with information barriers and disclaimers noted in TCW filings .
- Board leadership structure: CEO also serves as Chair; while not specific to Zhu, combined roles can constrain independent oversight; the Board views this as appropriate post-reorganization and may revisit in the future .
Overall: Mr. Zhu brings strong financial oversight and governance expertise with meaningful economic alignment. The TCW affiliation should be monitored for any future related-party dealings or influence, but current disclosures show no related-party transactions involving Mr. Zhu/TCW and maintain independence determinations and governance safeguards .