John Liu
PIXELWORKSAbout John Y. Liu
Independent director of Pixelworks since September 2022. Age 61. Career spans senior operating roles across technology and telecom in Asia (Google Greater China, SK Telecom China, Wanda Internet Technology Group) and CEO roles (VOSS, Afiniti China). Education: B.S. Mathematics (Beijing Normal University), Ph.D. Telecommunications Network Management (Technical University of Denmark), Harvard Business School Senior Executive Program . The Board affirms his independent status under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Google Inc. (Greater China) | Corporate Vice President; President of Greater China | — | Senior leadership in regional expansion |
| SK Telecom Co., Ltd. (China) | Chief Executive Officer (China) | — | Led China operations |
| Wanda Internet Technology Group | Chief Operating Officer | — | Cloud-based e-commerce operations |
| VOSS | Global Chief Executive Officer | — | Premium consumer brand leadership |
| Afiniti Ltd. (China) | China Chief Executive Officer | — | AI software commercialization in China |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Digital China Holdings Limited | Director | Current | Hong Kong-based IT products and systems solutions |
| dormakaba Holding AG | Director | Current | Global security and access control company |
| ARM Holdings plc | Non-executive Director | Prior | Semiconductor and software design; prior board service |
Board Governance
- Committees: Compensation Committee (member); Strategy Committee (member). Post-2025 annual meeting, Compensation Committee is expected to comprise C. Scott Gibson (Chair), Dean W. Butler, and John Y. Liu; Strategy Committee comprises C. Scott Gibson (Chair), Dean W. Butler, and John Y. Liu .
- Independence: Board determined Liu is independent under SEC/Nasdaq standards .
- Attendance and engagement: In 2024, the Board met 5 times; all directors attended the 2024 Annual Meeting, and each director attended at least 75% of Board and committee meetings during their tenure. Independent directors held regular executive sessions without management .
- Board leadership: Separate Chair and CEO; Chair is independent (Daniel J. Heneghan) .
Fixed Compensation
| Component | 2024 Amount | Source |
|---|---|---|
| Cash fees (Board and committee retainers) | $51,000 | |
| Equity grant (grant-date fair value) | $97,181 | |
| Total 2024 compensation | $148,181 |
Director fee schedule (non-employee directors) as of 2024:
- Q1 2024: Board $11,000/quarter (Chair $18,000); Audit $2,000 (Chair $4,750); Compensation $1,250 (Chair $2,500); Strategy $1,250 (Chair $2,500); Nominating/Governance $750 (Chair $1,875) .
- From Q2 2024: Board $10,000/quarter (Chair $17,000); other committee retainers unchanged .
- Annual director compensation cap: $500,000 per director (cash + equity) .
- Director stock ownership requirement: within five years of joining, hold at least $115,000 of common stock during tenure .
Performance Compensation
| Grant Date | Type | Shares Granted | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| May 13, 2024 | RSUs | 53,543 | $97,181 | Vest on earlier of day before next annual meeting or first anniversary; payable in shares |
Notes:
- Non-employee directors may elect to defer settlement of vested RSUs. Unvested options (if any) fully vest immediately prior to a change of control; policy does not specify RSU acceleration for directors .
Other Directorships & Interlocks
| Company | Industry Overlap with PXLW | Potential Interlock/Conflict Disclosed |
|---|---|---|
| Digital China Holdings Limited | Low | None disclosed |
| dormakaba Holding AG | Low | None disclosed |
| ARM Holdings plc (prior) | Moderate (semiconductor IP) | None disclosed during PXLW tenure |
The proxy reports no related-party transactions involving directors in 2024; Audit Committee reviews any such transactions per policy .
Expertise & Qualifications
- Deep Asia market/operator expertise (Google Greater China; SK Telecom China; Wanda Internet Technology Group) .
- CEO/COO experience in consumer and software businesses (VOSS, Afiniti China) .
- Academic credentials in mathematics and telecom network management; senior executive education at HBS .
- Board service across technology and industrials enhances strategic perspective for Pixelworks’ Strategy and Compensation Committees .
Equity Ownership
| Metric (as of March 14, 2025) | Amount |
|---|---|
| Beneficially owned shares | 138,567 |
| Percentage of shares outstanding | <1% |
| Options exercisable within 60 days | 20,879 |
| RSUs vesting within 60 days | 53,543 |
Policy note: PXLW’s Insider Trading and Communications Policy prohibits hedging, short sales, margin purchases, and pledging of company stock without prior written pre-clearance, and applies to directors .
Section 16(a) reporting: Company notes one late Form 4 filing for Mr. Liu in 2024 related to an RSU acquisition (inadvertent) .
Governance Assessment
-
Strengths
- Independent director with relevant Asia/operator expertise; serves on key board committees (Compensation and Strategy) supporting strategic and human capital oversight .
- Solid engagement: board and committee attendance thresholds met; independent director executive sessions regularly held .
- Pay alignment: Director compensation is predominantly equity via annual RSUs; cash/equity structure and annual ownership requirement ($115,000 within five years) promote alignment with shareholders .
- No related-party transactions disclosed for 2024; indemnification agreements in place; robust policies on hedging/pledging and clawbacks (for Section 16 officers; equity plan covered by clawback) .
-
Watch items / potential red flags
- Section 16(a) timeliness: one late Form 4 (RSU acquisition) in 2024; administrative, but monitored by governance-sensitive investors .
- Multiple external board roles can elevate time-commitment risk; no conflicts disclosed, but continued monitoring advised for interlocks or related-party exposure .
-
Compensation committee practices (relevant to Liu’s committee role)
- Compensation Committee met six times in 2024; comprised solely of independent directors; uses an independent compensation consultant (Compensia) engaged directly by the committee; no consultant conflicts reported .
Overall, Liu’s independence, committee roles, and equity-based director compensation support investor alignment, with limited risk indicators aside from a single late Section 16 filing; no related-party conflicts are disclosed .