Jiong Ma
About Jiong Ma
Dr. Jiong Ma (age 61) is an independent director and currently the Lead Director of SES AI Corporation, serving since February 2022. She holds a PhD in Electrical Engineering from the University of Colorado Boulder, an MS in Electrical Engineering from Worcester Polytechnic Institute, and a BS in Physics from Lanzhou University, with a career spanning venture capital, optical/data networking, and industrial deeptech .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braemar Energy Ventures | Partner | 2008–2020 | Investments in digitization, resource efficiency, mobility, renewable infrastructure, deeptech |
| 3i Group plc | Venture Capital Group | 2004–2008 | Information technology and cleantech investments |
| Lucent Technologies & Bell Labs | Senior Manager, Optical Networking Group | Prior to 2004 | Product portfolio strategy, new product launches, R&D leadership |
| Onetta | Founding team member | Prior to 2004 | Fiber networks; early-stage product/company building |
| Chavant Capital Acquisition Corp. | Founder & CEO; later director of Mobix Labs post-merger | 2023–2024 (board role at Mobix) | SPAC sponsor; transaction execution leading to MOBX listing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anavex Life Sciences (NASDAQ: AVXL) | Director | Since 2021 | Current public company directorship |
| Phoenix Venture Partners (PVP) | General Partner | Since 2024 | Venture investing platform |
| Mobix Labs (NASDAQ: MOBX) | Director | 2023–2024 | Post-SPAC merger role concluded in 2024 |
Board Governance
- Independence: Board affirmatively determined Dr. Ma is independent under NYSE rules; she serves on committees that require independence .
- Lead Director: Dr. Ma currently serves as Lead Director; responsibilities include presiding over executive sessions, agenda-setting with CEO, shareholder consultation availability, and coordinating independent director meetings .
- Committee assignments and chair roles (current):
- Audit Committee (member)
- Compensation Committee (Chair)
- Nominating & Corporate Governance Committee (member)
- Strategic Investment & Partnership Committee (member)
- Attendance and engagement: In fiscal 2024, no incumbent director attended fewer than 75% of Board and committee meetings; directors attended the 2024 annual meeting .
- Meeting cadence (FY 2024): Board (5), Audit (7), Compensation (4), Nominating & Corporate Governance (3), Strategic Investment & Partnership (1) .
- Controlled company: SES is a “controlled company” under NYSE rules with exemptions, though SES maintains a majority independent board, fully independent Audit Committee, and independent Compensation Committee .
- Executive sessions: Independent directors meet regularly without management; sessions chaired by Lead Director (Dr. Ma) .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Dr. Ma) |
|---|---|---|
| Annual cash retainer | $50,000 | $100,000 (includes committee/lead director fees) |
| Committee member fees | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000 | Included in cash total |
| Committee chair fees | Audit $22,500; Compensation $15,000; Nominating & Corporate Governance $15,000 | Compensation Chair fee applicable |
| Lead Director stipend | $20,000 | Applicable; included in cash total |
| Equity grants (RSUs) | Initial RSU grant $320,000; annual RSU grant $160,000 starting in year 2; one-year cliff vest | Stock awards $163,983 (grant-date fair value) |
| Reimbursement | Reasonable travel/lodging for board duties | Policy disclosure |
Director stock ownership guidelines: Minimum holding equal to 5× annual cash retainer; compliance required within 5 years; until met, 100% of net shares from vesting must be retained. As of August 25, 2025, all directors had met requirements or were within grace period .
Performance Compensation
- No performance-based director compensation is disclosed; RSU awards for directors are time-based with one-year cliff vesting .
- Committee oversight utilizes independent consultant Mercer for program design; Compensation Committee evaluated consultant independence (no conflicts) .
| Performance Feature | Details |
|---|---|
| Equity type | RSUs (time-based; one-year vest) |
| 2024 grant date | February 6, 2024 (non-employee directors) |
| 2025 grant activity | Form 4 shows award of 160,000 Class A shares (RSUs) on March 28, 2025 |
Other Directorships & Interlocks
| Entity | Relationship to SES | Potential Interlock/Conflict Note |
|---|---|---|
| Anavex Life Sciences (AVXL) | External public company board | No SES-related transactions disclosed in proxy; standard independence maintained |
| Phoenix Venture Partners (PVP) | GP at VC firm | Strategic Investment & Partnership Committee membership presents theoretical related-party exposure; SES policy requires Audit Committee review and approval for related person transactions, none disclosed involving Dr. Ma |
| Mobix Labs (MOBX) | Prior director (ended 2024) | No SES-related transactions disclosed |
Expertise & Qualifications
- Deep technical and operating experience in optical/data networking, product strategy and launches (Lucent/Bell Labs; Onetta) .
- Venture investing across mobility, energy, infrastructure, and deeptech; extensive board and investment committee exposure .
- Advanced technical education (PhD EE) and cross-border industry experience spanning US and Asia .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 223,400 shares | <1% of Class A; as disclosed in beneficial ownership table |
| Unvested RSUs (12/31/2024) | 127,119 units | Granted 2/6/2024; vests on 2/6/2025 (one-year cliff) |
| 2025 RSU award | 160,000 units | Transaction date 3/28/2025; post-transaction ownership 383,400 shares |
| Shares pledged/hedged | None disclosed; company prohibits pledging/hedging by directors (with limited exceptions) | |
| Ownership guidelines compliance | Met or within grace period | Directors subject to 5× retainer guideline |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-03-28 | 2025-04-01 | Award (A) – Class A RSUs | 160,000 | $0 | 383,400 | |
| 2024-02-06 | 2024-02-08 | Award (A) – Class A RSUs | 127,119 | $0 | 223,400 |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (Advisory) | 490,343,477 | 904,654 | 870,939 | 46,291,843 |
Governance Assessment
- Strengths:
- Independent Lead Director role with defined responsibilities; regular executive sessions chaired by Dr. Ma .
- Robust committee coverage (Audit, Compensation—Chair, Nominating & Governance, Strategic Investment), with independence affirmations and charters aligned to NYSE/SEC .
- Director stock ownership guidelines and retention requirements; compliance on track .
- No attendance shortfalls; Board and committees met regularly in FY 2024 .
- Company insider trading policy bans hedging/pledging by directors .
- Watch items:
- Controlled company status concentrates voting power; continued reliance on independent leadership and committees mitigates but does not eliminate governance risk .
- Strategic Investment & Partnership Committee membership alongside external VC role warrants ongoing monitoring for related-party transactions; SES has formal review/approval policy and disclosed no related-party transactions involving Dr. Ma .
- RED FLAGS identified: None disclosed specific to Dr. Ma on conflicts, related-party dealings, hedging/pledging, or attendance .
Board Governance (Committee Detail Snapshot)
| Committee | Membership | Independence | Notes |
|---|---|---|---|
| Audit | Luo (Chair), Ma, Boyd | All independent | Financial literacy affirmed; related party oversight |
| Compensation | Ma (Chair), Luo, Boyd | All independent | Uses Mercer; independence of consultant affirmed |
| Nominating & Corporate Governance | Luo, Ma | Majority independent | ESG/sustainability and human capital oversight |
| Strategic Investment & Partnership | Hu (Chair), Ma, Luo | Mixed (CEO + independent) | M&A/JVs/strategic oversight |
Director Compensation (2024 Actuals)
| Metric | Amount (USD) |
|---|---|
| Cash fees (incl. committee & Lead Director) | $100,000 |
| Stock awards (grant-date fair value) | $163,983 |
| Total | $263,983 |
| Outstanding director RSUs at 12/31/2024 | 127,119 |
Biography Extract (SES Proxy)
- “Dr. Ma is a General Partner of Phoenix Venture Partners… founder and CEO of Chavant Capital Acquisition Corp., which successfully merged with Mobix Labs (NASDAQ: MOBX) in 2023… Partner at Braemar Energy Ventures (2008–2020)… Venture Capital Group at 3i (2004–2008)… Senior Manager at Lucent Technologies and Bell Labs… founding team member of Onetta… board of Anavex Life Sciences (NASDAQ: AVXL) since 2021.”