Ye Jane Li
PDF SOLUTIONSAbout Ye Jane Li
Ye Jane Li, age 57, is an independent Class I director of PDF Solutions, serving since 2021. She is a Strategic Advisor at Diversis Capital and brings executive-level experience in general management, strategy development, M&A, and marketing and sales across the U.S., Japan, and China, with broad public company governance experience. She currently serves on the Compensation and Human Capital Management (CHCM) Committee at PDF Solutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversis Capital, LLC | Strategic Advisor | Since 2013 | Governance experience via multiple public boards |
| Huawei Enterprise USA Inc. | Chief Operating Officer | 2012–2015 | Operations leadership in U.S. market |
| Huawei Symantec USA, Inc. | General Manager | 2010–2012 | Business leadership, U.S. subsidiary |
| Fujitsu Compound Semiconductor Inc. / Eudyna Devices Inc. JV | Executive Vice President & General Manager | 2004–2009 | General management; semiconductor industry expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Semtech Corporation | Chair | Since 2016 | Semiconductor company; board leadership role |
| Knowles Corporation | Director | Since 2018 | Public company directorship |
| CTS Corporation | Director | 2020–2023 | Former public company board role |
| ServicePower (private) | Director | Since 2017 | Private company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Current Board Structure | 8 directors; 6 independent; separate CEO and Lead Independent Director roles; regular executive sessions of independent directors |
| Lead Independent Director | Joseph R. Bronson; also serves as NCG Chair; robust responsibilities and annual election by independent directors |
| Committee Memberships (PDFS) | CHCM Committee member; CHCM held 7 meetings in 2024; average attendance 100% |
| Board/Committee Attendance | Board met 6 times; committees met 15 times; 2024 average attendance 98%; all incumbent directors attended ≥75% of meetings; all directors attended the 2024 annual meeting |
| Independence | Board determined Ms. Li is independent under Nasdaq and SEC rules; all directors on Audit, CHCM, NCG Committees are independent |
| Stockholder Engagement | Ongoing engagement (pre-, during, and post-annual meeting); one-on-one meetings and off-season outreach as needed |
Fixed Compensation
| Component | Policy | Ms. Li 2024 Amount ($) |
|---|---|---|
| Annual cash retainer | $40,000 per non-employee director; paid quarterly | $40,000 |
| Committee membership – CHCM | $5,000 member retainer (Chair is $10,000) | $5,000 |
| Lead Independent Director premium | $20,000 (not applicable to Ms. Li) | — |
| Audit Committee retainers | Chair $15,000; member $7,500 (not applicable to Ms. Li) | — |
| NCG Committee retainers | Chair $8,000; member $4,000 (not applicable to Ms. Li) | — |
| Meeting fees | Not disclosed | — |
| Total fees earned or paid in cash (2024) | — | $45,000 |
Performance Compensation
| Element | Grant Detail | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU award | 4,382 RSUs granted on July 1, 2024 to each non-employee director | $156,613 (FASB ASC 718) | 1/12th on grant date; 1/12th monthly over one year | Grant value targeted at $150,000; shares sized to closing price prior to approval |
| New director RSU (policy) | One-time $300,000 RSU for new directors; vests 1/4 annually over 3 years | — | — | Not applicable in 2024 for Ms. Li |
Director equity awards are time-based; the Company disclosed no options or performance-based awards granted in the last three years (time-based full value awards only) . Equity awards are subject to a robust clawback policy (updated in April 2024 to apply to all equity) , and plan features include no repricing of options/SARs, no tax gross-ups, no single-trigger acceleration, with change-in-control vesting only if awards are not assumed/replaced or upon qualifying termination within 24 months post-CIC; performance-based awards (if any) vest at target if not assumed .
Performance Metrics Table (Director Awards)
| Performance Metric | Applies to Director Equity? | Disclosed Target/Formula |
|---|---|---|
| Revenue growth, Adjusted EBITDA, TSR, ESG goals | No (director RSUs are time-based) | None disclosed for director equity |
| Clawback triggers (restatement) | Yes, applies to equity awards company-wide | Recovery of erroneously awarded incentive-based compensation |
| Change-in-control treatment | Conditional (no single trigger) | Vesting if not assumed/replaced; or upon qualifying termination within 24 months |
Other Directorships & Interlocks
| Company | Relationship to PDFS | Potential Interlock/Conflict Considerations |
|---|---|---|
| Semtech (Chair) | Semiconductor company; PDFS serves semiconductor/electronics analytics markets | Industry overlap could create information flow benefits; governed by Related Party Transactions Policy; no related party transactions in 2024 |
| Knowles (Director) | Components/acoustics | No specific related-party exposure disclosed |
| CTS (Former Director) | Components | Role ended in 2023 |
PDF Solutions’ overboarding policy caps service at three other public company boards (employee directors capped at one); directors must notify before accepting new seats. The Board confirmed compliance for renominated directors in 2025, indicating Ms. Li is within limits .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| General management, strategy, M&A | Explicitly cited in director qualifications |
| Marketing and sales leadership | Noted in biography |
| Global business experience | U.S., Japan, China experience |
| Public company board governance | Multiple U.S. public company boards; chair role at Semtech |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Apr 21, 2025) | 16,514 | <1% of class; includes 730 shares issuable within 60 days via RSU vesting |
| Unvested RSUs outstanding (Dec 31, 2024) | 2,190 | Year-end unvested RSUs for each non-employee director, including Ms. Li |
| Ownership guidelines | 5x annual cash retainer ($40,000) for non-employee directors; 5-year compliance window; excludes unvested/unexercised awards | |
| Compliance status | Each non-employee director has satisfied or still has time to meet requirements as of Apr 21, 2025 | |
| Shares pledged/hedged | Not disclosed | — |
Governance Assessment
- Committee assignments and engagement: Ms. Li serves on CHCM, which met 7 times in 2024 with 100% average attendance, supporting board oversight of executive pay and human capital matters . Independence confirmed under Nasdaq/SEC rules; all committee members are independent .
- Compensation alignment: Director pay mix is modest cash plus time-based RSUs with monthly vesting and strong governance features (no repricing, no tax gross-ups, clawback, no single-trigger CIC), indicating shareholder-aligned structures .
- Ownership alignment: Beneficial ownership of 16,514 shares and ongoing RSU vesting provide alignment; stock ownership guidelines require 5x cash retainer; board reports directors are compliant or within the time window .
- Conflicts/related-party exposure: Company reports no related-party transactions in 2024; formal policy and audit committee oversight reduce conflict risk . Multiple external public boards are within overboarding limits, but chair responsibilities at Semtech merit ongoing time-commitment monitoring .
- Board effectiveness signals: High average attendance (98%), structured lead independent role, regular executive sessions, and active stockholder engagement point to effective governance practices .
RED FLAGS: None disclosed regarding related-party transactions, tax gross-ups, hedging/pledging, or attendance shortfalls. Monitor potential time constraints due to multiple external board roles (including chair) though currently compliant with policy .