Stephen Markscheid
About Stephen Markscheid
Independent director at Richtech Robotics Inc. since November 2023; up for re‑election at the 2025 Annual Meeting to a three‑year term ending at the 2028 Annual Meeting. He chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees; the Board has determined he is independent under Nasdaq rules for Board and committee service. Education: BA (East Asian Studies) Princeton (1976), MA (International Affairs) Johns Hopkins (1980), MBA Columbia (1991, class valedictorian). Extensive China/Asia finance and operating experience (GE Capital business development leadership; prior BCG consultant and international banking roles).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Led business development in China & Asia Pacific (acquisitions/direct investments) | 1998–2006 | Regional M&A and direct investment leadership |
| Boston Consulting Group | Consultant throughout Asia | Not disclosed | Strategy consulting across Asian markets |
| Chase Manhattan Bank; First National Bank of Chicago | Banker (London, Chicago, New York, Hong Kong, Beijing) | “Ten years” (dates not disclosed) | International banking, multi‑market coverage |
| US‑China Business Council | Early career | Not disclosed | US‑China commercial relations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aerion Capital (family office) | Managing Partner | Since Jul 2022 | Investment leadership |
Board Governance
- Board classification: three classes with staggered 3‑year terms; Class I (including Markscheid) up for election in 2025; directors removable only for cause by 66 2/3% vote; Board fills vacancies. Implication: higher takeover/turnover friction.
- Independence: Board determined Markscheid independent under Nasdaq Rule 5605(a)(2); also independent for Audit, Compensation, and Nominating/Corporate Governance.
- Committee assignments:
- Audit Committee member (Chair: John Shigley).
- Compensation Committee Chair.
- Nominating & Corporate Governance Committee member (Chair: Saul Factor).
- Attendance: FY2024 Board held 8 meetings; all directors attended all Board meetings. Audit Committee held 4 meetings; all committee members attended all meetings.
- Re‑election: 2025 proxy proposes re‑electing Markscheid to a term expiring at the 2028 Annual Meeting.
- Confirmation of current status: Signed S‑3ASR as Director on Sept 23, 2025.
Fixed Compensation
| Component | FY2024 | Notes |
|---|---|---|
| Cash retainer | $0 | No cash fees paid to non‑employee directors in FY2024 |
| Committee chair/member fees | $0 | Not disclosed; no separate cash fees indicated |
| Meeting fees | $0 | Not disclosed; not paid in FY2024 |
Performance Compensation
| Grant Type | Grant Date | Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Class B common stock (stock award) | Jul 1, 2024 | 12,000 | $14,640 | Not disclosed | Issued at closing market price on grant date; no options awarded |
Key takeaways: Non‑employee director pay in FY2024 was 100% equity via a single stock grant; no cash retainer. This structure aligns director compensation to equity performance but the absolute dollar value is modest.
Other Directorships & Interlocks
| Company | Ticker/Listing | Role | Since |
|---|---|---|---|
| JinkoSolar Holding Co., Ltd. | NYSE: JKS | Independent Non‑Executive Director | 2010 |
| ConnectM Technology Solutions, Inc. | Nasdaq: CNTM | Independent Non‑Executive Director | Jul 2024 |
| Four Leaf Acquisition Corporation (SPAC) | Nasdaq: FORL | Independent Director | 2023 |
| Charlton Aria Acquisition Corporation (SPAC) | Nasdaq: CHARU | Independent Director | Oct 2024 |
| Pantages Acquisition Corporation (SPAC) | Nasdaq: PGACU | Independent Director | Dec 2024 |
| Starry Sea Acquisition Corporation (SPAC) | Nasdaq: SSEAU | Independent Director | Jun 2025 |
| Prior: Cenntro Inc. | Nasdaq: CENN | Director | 2023–2024 |
| Prior: UGE International | TSX‑V: UGE | Director | Aug 2019–Jul 2023 |
| Prior: Fanhua Inc. | Nasdaq: FANH | Director | 2007–2024 |
| Prior: Kingwisoft Technology Services Ltd. | HKSE: 8295.HK | Director | 2016–2024 |
Overboarding watch: Currently serves on six other publicly listed company boards (including multiple SPACs), which can raise workload/availability concerns for investors.
Expertise & Qualifications
- Deep Asia/China transaction and operating experience (GE Capital M&A and direct investments; international banking; BCG).
- Board governance and audit/compensation committee experience across multiple public companies.
- Academic credentials from Princeton (BA), Johns Hopkins SAIS (MA), and Columbia Business School (MBA, valedictorian).
Equity Ownership
| Security | Amount Beneficially Owned | % of Total Voting Power |
|---|---|---|
| Class A Common Stock | 0 | — |
| Class B Common Stock | 22,000 | <1% |
Notes:
- Beneficial ownership as reported in the company’s beneficial ownership table; “less than 1%” voting power.
- The company reported 198,337,092 total shares outstanding as of the record date for the information statement (39,934,846 Class A; 158,402,246 Class B), for context on dilution and voting.
Governance Policies and Protections (context)
- Clawback: Board adopted an Executive Compensation Clawback Policy on Nov 13, 2023 to comply with SEC Rule 10D‑1/Nasdaq 5608 (applies to executive officers; not specifically to director equity).
- Indemnification & D&O insurance: Nevada charter/bylaws provide broad indemnification and expense advancement; D&O insurance in place.
Risk Indicators & Disclosures
- Prior litigation as director:
- ChinaCast Education Corp.: Consolidated defendant; class action judgment vs. company (2016) and related Delaware Chancery matter with third‑party complaint; matter settled Dec 2022.
- JinkoSolar: Defendant in 2011 class action re environmental compliance disclosures; settled Mar 2016.
- Overboarding risk: Six concurrent public company directorships (including multiple SPACs). Potential time/attention constraint for committee chair duties.
- Attendance: FY2024 Board and Audit Committee attendance was 100% for all directors/committee members. Positive engagement signal.
- Board structure: Classified board and for‑cause removal threshold may reduce board accountability to shareholders.
Compensation Structure Analysis (Director)
| Aspect | Observation |
|---|---|
| Cash vs equity mix | 100% equity in FY2024; no cash retainer or meeting fees. Alignment positive, though absolute value modest. |
| Options vs stock | Stock awards only; no options disclosed for directors. |
| Performance linkage | Director awards were fixed stock grants; no performance metrics/PSUs disclosed for directors. |
| Policy hygiene | Clawback policy exists (executive focus); equity award timing not tied to MNPI. |
Governance Assessment
- Positives:
- Independent director; independent for all committees served; chairs Compensation.
- Strong attendance record in FY2024 across Board and Audit Committee.
- Director compensation entirely in equity (no cash), aligning incentives with shareholders.
- Watch items / potential red flags:
- Overboarding: six other public boards (including SPACs) could strain capacity for deep committee oversight.
- Classified board/for‑cause removal elevates entrenchment risk at the issuer level.
- Historical involvement in litigation as outside director (ChinaCast; JinkoSolar). While settled/resolved, it is a governance risk marker and warrants diligence on risk oversight rigor.