James Young
About James Young
James Young, age 61, has served as an independent director of Phoenix Motor Inc. (ticker: PEV) since May 2024. He holds a PhD in Physics and an M.S. in Computer Science from SUNY Albany, and a B.S. in Physics from the University of Science and Technology Beijing, with entrepreneurial and technology expertise in solar and semiconductor applications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunX Solar, LLC | Founder & CEO | 2012–present | Residential solar installation leadership; industry technology/applications expertise |
| ModuRack, Inc. | Founder & CEO | 2016–present | Solar panel installation solutions; applied engineering and operations experience |
External Roles
| Organization | Type | Role | Public Company? | Interlocks/Notes |
|---|---|---|---|---|
| SunX Solar, LLC | Private | Founder & CEO | No disclosure of public listing | No disclosed interlocks with PEV customers/suppliers |
| ModuRack, Inc. | Private | Founder & CEO | No disclosure of public listing | No disclosed interlocks with PEV customers/suppliers |
Board Governance
- Independence: The Board determined James Young is independent under Nasdaq and SEC rules; independent directors are Julia Yu, Yongmei (May) Huang, and James Young .
- Attendance and engagement: Board held 12 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; independent directors meet in executive session without management .
- Committee assignments and chair roles:
- Audit Committee: Member
- Compensation and Management Resources Committee: Member
- Nominating and Corporate Governance Committee: Chair; takes an active role in corporate governance matters and annual Board/committee evaluations
- Board leadership: CEO is Chair; no Lead Independent Director; the Board (3 of 5 independent directors) believes a lead independent director is not necessary given committee engagement and executive sessions .
- Hedging/pledging: Company policy prohibits directors, officers, and employees from hedging or pledging company securities or holding them in margin accounts (alignment-positive) .
Fixed Compensation
| Component | Policy (Non-Employee Directors) | James Young – 2024 Actual |
|---|---|---|
| Annual cash retainer | $40,000 | $14,387 (partial year service) |
| Audit Committee Chair retainer | +$10,000 (for Audit Chair) | $0 (not Audit Chair) |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | As incurred; not itemized in table |
Performance Compensation
| Equity Award | Grant Year | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options (2021 Plan) | 2024 | 50,000 options | $0.34 per share | 10 years from grant date | 25% on each of the 1st–4th anniversaries, continuous service required |
- Annual equity program: Non-employee directors received stock options entitling them to purchase 50,000–60,000 shares in 2024, consistent with director compensation program .
- Performance metrics tied to director pay: Not disclosed for directors; the 2021 Plan permits performance share/unit awards generally, but the proxy does not specify performance metrics for director awards .
- Change-of-control treatment: The Plan allows the compensation committee to provide full vesting and immediate exercisability upon a change-in-control for awards, subject to terms at grant .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| SunX Solar, LLC | Founder & CEO | Not applicable | No related-party transactions or interlocks disclosed with PEV |
| ModuRack, Inc. | Founder & CEO | Not applicable | No related-party transactions or interlocks disclosed with PEV |
Expertise & Qualifications
- Technical and industry expertise in solar and semiconductor sectors, with focus on technology and application strategy; entrepreneurial leadership since 2012/2016 .
- Advanced degrees in Physics (PhD) and Computer Science (MS), supporting technology oversight and risk assessment capabilities as Nominating & Corporate Governance Chair .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (as of Record Date: March 3, 2025) | Not reported; no shares or vested options disclosed for James Young; “less than 1%” indicated for some directors, but no amounts shown for Young |
| Vested vs. unvested | No vested options disclosed for Young in beneficial ownership table; unvested option grant of 50,000 (2024) under director program |
| Ownership guidelines | Not disclosed for directors; program encourages equity ownership but specific guidelines not stated |
| Pledging/hedging | Prohibited by policy (alignment-positive) |
Governance Assessment
- Strengths:
- Independent director chairing Nominating & Corporate Governance; active oversight of governance principles, director evaluations, and committee compositions—supports board effectiveness and risk oversight .
- Committee breadth (Audit and Compensation memberships), contributing to cross-functional oversight and checks/balances .
- Attendance threshold met and executive sessions held, indicating engagement and independence of oversight .
- Hedging/pledging ban for insiders promotes alignment and reduces conflict risks .
- Weaknesses/RED FLAGS:
- Low “skin-in-the-game”: no reported beneficial ownership as of Record Date; alignment depends on unvested options rather than owned shares .
- No Lead Independent Director with CEO also serving as Board Chair—potential concentration of authority; mitigated by independent committee activity but remains a governance caution .
- Company-level related-party transactions with SPI entities (loans, services, guarantees) create affiliation exposure; while not tied to Young personally, they raise broader governance conflict risks requiring vigilant independent oversight .
- Section 16 filing delinquencies in 2024 noted (company-wide compliance lapse)—negative signal for disclosure controls; independent directors should ensure remediation .
- Pending reverse stock split authorization to maintain Nasdaq listing reflects capital market risk; governance should monitor investor communication and dilution/option adjustments; not directly tied to Young but relevant to board risk oversight .
Overall: James Young’s independent status, committee leadership, and attendance support board effectiveness. The primary alignment gap is limited personal share ownership; monitoring equity accumulation and continued governance leadership (especially around related-party oversight and disclosure compliance) will be important for investor confidence .