Shuo Zhang
PDF SOLUTIONSAbout Shuo Zhang
Independent Class II director of PDF Solutions (PDFS) since 2019; age 60. CEO and General Partner of Renascia Partners LLC (since 2015) with ~25 years of Silicon Valley venture involvement, and prior senior roles at Cypress Semiconductor in corporate development, general management, and worldwide mobile sales (2007–2015). Serves on the Compensation & Human Capital Management (CHCM) and Nominating & Corporate Governance (NCG) Committees; recognized for semiconductor/test industry expertise, sales/marketing, and cross-border M&A experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renascia Partners LLC | Chief Executive Officer and General Partner | 2015–present | Venture investing; brings sales/M&A insights to PDFS board |
| Cypress Semiconductor | Senior management (corporate development, general management, worldwide mobile sales) | 2007–2015 | Executive track record across sales/marketing and M&A, directly relevant to PDFS’ semiconductor analytics focus |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| Soitec SA | Director | Since 2021 | Semiconductor materials; sector-adjacent to PDFS customers |
| Telink Semiconductor Shanghai Co Ltd | Director | Since 2017 | Semiconductor ICs; sector-adjacent |
| Grid Dynamics Holdings, Inc. | Director | Since 2017 | Digital engineering/analytics; potential ecosystem adjacency |
| E.Merge Technology Acquisition Corp. | Director | 2020–2022 | SPAC; past role |
Overboarding policy: Directors should not serve on more than three other public company boards (ordinarily). Zhang’s three current public boards place her at the policy limit; the NCG Committee affirmed compliance at renomination .
Board Governance
- Committee assignments: CHCM member; NCG member; not a chair. CHCM chaired by Michael Gustafson; NCG chaired by Joseph Bronson; Audit chaired by Nancy Erba .
- Independence: Board determined Zhang is independent under Nasdaq and SEC rules; all directors on Audit, CHCM, and NCG Committees are independent .
- Attendance and engagement: Board met 6 times and committees met 15 times in 2024; all directors attended ≥75% of their meetings; average attendance 98%. CHCM and NCG Committees recorded 100% average attendance in 2024 .
- Lead Independent Director role: Joseph R. Bronson serves as Lead Independent Director, with robust authority and regular executive sessions of independent directors .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer |
| CHCM Committee member fee | $5,000 | Member retainer |
| NCG Committee member fee | $4,000 | Member retainer |
| Total fees earned (cash) | $49,000 | Matches reported “Fees Earned or Paid in Cash” for Zhang |
| Annual equity award (RSUs) | $156,613 (grant-date fair value) | Annual grant of 4,382 RSUs on July 1, 2024; 1/12 monthly vest over one year |
| Stock options | None | No options outstanding for non-employee directors |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to at least 5x the regular cash Board retainer; 5-year compliance window from election/appointment. As of April 21, 2025, each non-employee director either met the guideline or still had time remaining to meet it .
Performance Compensation
- Structure: Director equity compensation is time-based RSUs; no performance metrics disclosed for director awards. Annual RSUs vest 1/12 monthly over one year; dividends/dividend equivalents are not paid on unvested awards. Equity awards are subject to the company’s Compensation Recovery (clawback) policy per the stock plan .
| Metric | Design | Notes |
|---|---|---|
| RSU vesting | Time-based | 1/12 monthly over one year for annual director grants |
| Performance metrics | Not used for directors | No director-specific performance conditions disclosed |
| Clawback applicability | Yes | Awards subject to Compensation Recovery Policy |
Other Directorships & Interlocks
| Company | Board/Committee Roles | Sector Overlap with PDFS |
|---|---|---|
| Soitec SA | Director | Semiconductor materials; potential ecosystem adjacency |
| Telink Semiconductor Shanghai Co Ltd | Director | Semiconductor ICs; adjacency |
| Grid Dynamics Holdings, Inc. | Director | Data/analytics engineering; adjacency |
No related party transactions: PDFS reported no related-party transactions in 2024 requiring disclosure under Item 404 of Regulation S‑K .
Expertise & Qualifications
- Domain expertise: Semiconductor and test industries; sales and marketing leadership; international M&A; venture investing .
- Strategic value: Supports PDFS evolution into leading big data solutions for semiconductor/electronics markets; provides insights on growth strategies and customer engagement .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 14,763 | Includes 730 RSUs vesting within 60 days after April 21, 2025 |
| Ownership % of class | <1% | Based on 39,138,992 shares outstanding as of April 21, 2025 |
| Unvested RSUs outstanding (12/31/2024) | 2,190 | Per director compensation table |
| Stock options | None | No options reported for non-employee directors |
| Pledging/hedging | Not disclosed | No pledging/hedging disclosures specific to Zhang in proxy |
Insider Trades
| Date | Type | Shares | Notes | Source |
|---|---|---|---|---|
| 2024-06-03 | Sale (“S”) | 5,500 | Disposed of PDFS common stock; Form 4 filed June 4, 2024 | |
| 2025-07-02 | RSU Award (“Form 4”) | Not disclosed in snippet | Reported under Director Compensation Program; award of RSUs | |
| 2025-07-02 | Form 4 filing | — | Attorney-in-fact signature by CFO Adnan Raza |
Note: GuruFocus summarized a 5,500-share sale on June 3, 2024 (~$190k) consistent with SEC filings; rely on SEC links for authoritative records .
Governance Assessment
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Strengths
- Independent director with relevant semiconductor/test and M&A expertise; active on CHCM and NCG committees .
- Strong board process: executive sessions, lead independent director structure; high attendance (98% average), 100% average in CHCM/NCG meetings in 2024 .
- Director pay structure disciplined: modest cash retainer and time-based RSUs; no options; no tax gross-ups; clawback policy applies to equity .
- Stock ownership policy aligns interests (≥5x cash retainer); directors are either compliant or within the allowed time window .
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Watch items / potential red flags
- Overboarding risk: Zhang sits on three other public boards, at the company’s stated limit; continued monitoring of time commitment advisable .
- Sector adjacency: External boards (Soitec, Telink, Grid Dynamics) operate in ecosystems overlapping semiconductor/data; while no related-party transactions were disclosed in 2024, potential informational interlocks warrant ongoing oversight via the Related Party Transactions Policy .
- Insider sale in June 2024: Normal portfolio activity; not inherently problematic, but periodic sales can raise alignment questions if recurring or sizable relative to holdings; current beneficial ownership remains <1% with ongoing RSU vesting .
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Overall view: Governance practices and independence, combined with relevant industry expertise and a balanced director pay mix, support board effectiveness. Overboarding at the stated limit and sector adjacency merit routine monitoring, but the absence of related-party transactions and strong attendance/committee engagement underpin investor confidence .