Lei Zhang
About Lei Zhang
Lei Zhang, Ph.D. (age 42) has served as an independent director of SolarMax Technology, Inc. since November 2020; she is a professor of Mechanical Engineering at the University of Alaska Fairbanks (tenured), with prior roles as associate and assistant professor, and holds a Ph.D. from Michigan Technological University and B.Eng./M.S. from China University of Mining & Technology, Beijing . She serves on the Compensation Committee, whose members (including Dr. Zhang) meet Nasdaq independence requirements, underscoring her independent status under exchange rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Alaska Fairbanks | Assistant Professor, Mechanical Engineering | Aug 2013 – Jun 2018 | Co-authored energy technology publications; academic expertise relevant to energy sector oversight |
| University of Alaska Fairbanks | Associate Professor, Mechanical Engineering | Aug 2018 – Jun 2024 | Continued research and publications in energy technology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Alaska Fairbanks | Professor (tenured), Mechanical Engineering | Jul 2024 – Present | Energy technology scholar; co-author of annual books and peer-reviewed articles |
| Other public company boards | — | — | None disclosed in the proxy |
Board Governance
- Committee assignments: Compensation Committee member (Chair: Wei Yuan Chen; members: Wei Yuan Chen, Lei Zhang, Ph.D., “Jinxi Li”), with all members meeting Nasdaq independence standards; not listed on Audit or Nominating & Corporate Governance Committees .
- Independence: Compensation Committee expressly deemed independent under Nasdaq rules; board states four of five nominees are independent, supporting a majority-independent board .
- Meeting activity (engagement): In 2024, the board met 7 times; the Audit Committee met 3 times; the Compensation Committee and Nominating & Corporate Governance Committee did not meet, suggesting low committee activity in the period .
- Board leadership: CEO David Hsu serves as both Chair and CEO; board cites majority independence for oversight balance .
- Section 16(a) filings: All directors other than Mr. Lin and Dr. Yang made Form 3 filings, indicating Dr. Zhang’s initial ownership reporting was completed .
| 2024 Meeting Activity | Count |
|---|---|
| Board meetings | 7 |
| Audit Committee meetings | 3 |
| Compensation Committee meetings | 0 |
| Nominating & Corporate Governance Committee meetings | 0 |
RED FLAG: The proxy describes a functioning Audit Committee, yet the audit fee pre-approval section states “since we do not have an audit committee,” the board pre-approved auditor services—an internal consistency issue to resolve with the company .
Fixed Compensation
| Director | Year | Annual Retainer (Cash) | Committee/Chair Fees | Meeting Fees | Total Cash | Stock Awards (Grant-Date FV) | Option Awards | Total |
|---|---|---|---|---|---|---|---|---|
| Lei Zhang, Ph.D. | 2024 | — | — | — | — | — | — | — |
- The 2024 director compensation table reports no cash, equity, or option compensation for Dr. Zhang and other non-employee directors .
Performance Compensation
| Director | Year | RSUs/PSUs Granted (shares) | Grant Date | Fair Value ($) | Options Granted | Strike | Expiration | Performance Metrics |
|---|---|---|---|---|---|---|---|---|
| Lei Zhang, Ph.D. | 2024 | None disclosed | — | — | None disclosed | — | — | None disclosed |
- No director equity awards or performance metrics tied to director pay are disclosed for 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| None disclosed | — | — | No interlocks with customers/suppliers/competitors disclosed . |
Expertise & Qualifications
- Energy technology expertise (publications, co-author of annual books on energy technology), with academic appointments culminating in a tenured professorship; credentials include Ph.D. (Michigan Tech) and B.Eng./M.S. (CUMT, Beijing) .
- Governance relevance: Technical/energy background supports oversight in a solar/energy business; service on the Compensation Committee indicates involvement in pay structure oversight within Nasdaq independence standards .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Lei Zhang, Ph.D. | 0 | 0% | No shares or options reported as beneficially owned within 60 days of Oct 6, 2025 . |
- Stock ownership guidelines for directors and compliance status are not disclosed in the proxy .
- No pledging/hedging disclosure specific to Dr. Zhang; company maintains an Insider Trading Policy applicable to directors .
Governance Assessment
- Positives: Independent director with domain expertise; serves on an independent Compensation Committee; board asserts a majority-independent slate of nominees; Section 16(a) initial reporting compliance noted for Dr. Zhang .
- Alignment risks: Dr. Zhang reported no beneficial ownership (0%), limiting direct economic alignment with shareholders unless updated post-record date; no director compensation or equity grants were disclosed for 2024, which may reduce at-risk incentives tied to long-term performance .
- Engagement risks: Compensation and Nominating & Corporate Governance Committees did not meet in 2024, potentially signaling low committee oversight activity in a year when executive compensation structures and governance processes typically require attention .
- Control/oversight risks at company level: CEO also serves as Chair; the proxy reports numerous related-party transactions (EB-5 lending structures via entities controlled by the CEO, loans from an entity where directors/executives have roles, related-party leases) that demand robust independent oversight; however, these transactions do not list Dr. Zhang as a related party .
- Process integrity red flag: Inconsistency regarding the existence of an Audit Committee (described in committee section but disclaimed in audit fee pre-approval section) warrants clarification and could undermine investor confidence if not a drafting error .
Overall signal: Dr. Zhang appears genuinely independent and technically qualified, but zero ownership, lack of disclosed director pay/equity, and inactive committee calendar diminish alignment and engagement signals; firm-level related-party complexity and audit committee disclosure inconsistency increase the need for demonstrable independent board effectiveness in practice .