Stephen Brown
About Stephen Brown
Stephen Brown, age 65, is Chief Financial Officer of SolarMax Technology, Inc. (SMXT) and has served in this role since May 2017. He previously was CFO of STAAR Surgical Company (2013–Apr 2017), Vice President, Global Finance at Bausch & Lomb (2008–2013), CFO of Hoya Surgical Optics (2007–2008), and held various finance roles over ~13 years at Johnson & Johnson, including CFO of the Advanced Sterilization Products division. He founded Degree Baby Products, later sold to Johnson & Johnson, and holds an MBA from UCLA Anderson and a BA in Business Administration from California State University, Fullerton . SMXT identifies only two executive officers (CEO and CFO), and it has an SEC-compliant clawback policy applicable to incentive-based compensation following restatements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAAR Surgical Company | Chief Financial Officer | 2013–Apr 2017 | Public-company CFO; oversaw finance and reporting |
| Bausch & Lomb | VP, Global Finance | 2008–2013 | Global finance leadership in medical devices |
| Hoya Surgical Optics | Chief Financial Officer | 2007–2008 | Division CFO responsibilities |
| Johnson & Johnson (incl. Advanced Sterilization Products) | Various finance roles incl. division CFO | ~13 years (dates not disclosed) | Multi-division finance, CFO of ASP division |
| Degree Baby Products | Founder (sold to J&J) | Not disclosed | Entrepreneurial/operating experience; successful exit |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in SMXT filings for Stephen Brown | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 350,000 |
| Cash Bonus ($) | 0 | 105,000 |
| Stock Bonus ($) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
| All Other Compensation ($) | 26,896 | 13,489 |
| Total ($) | 376,896 | 468,489 |
Performance Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash Bonus ($) | 0 | 105,000 | Filings do not disclose specific performance metrics tied to Brown’s bonus; CEO’s bonus framework is revenue-based but does not apply to Brown |
| Stock Bonus ($) | 0 | 0 | — |
| Option Awards ($) | 0 | 0 | — |
Equity Ownership & Alignment
| Beneficial Ownership | Mar 15, 2025 | Oct 6, 2025 |
|---|---|---|
| Shares Beneficially Owned (options) | 199,736 | 199,736 |
| Percent of Shares Outstanding | 0.4% (out of 45,270,860 shares) | 0.4% (out of 54,302,950 shares) |
| Note | Brown’s beneficial ownership represents options to purchase common stock (no direct share ownership disclosed) | Same |
| Outstanding Equity Awards | Dec 31, 2024 | Post-Board Action (Sep 25, 2025) |
|---|---|---|
| Options Exercisable (#) | 199,736 | 199,736 |
| Exercise Price ($) | 5.01 | 5.01 |
| Expiration Date | 04/30/2027 | Extended to 08/28/2028 |
| Vesting Status | Exercisable; no unexercisable portion disclosed | Exercisable |
- Insider trading policy: prohibits short-swing profits (Section 16), requires pre-clearance, and discourages short sales, puts, calls; directors/officers with 10b5‑1 plans should not trade outside the plan .
- Long-Term Incentive Plan authorized 8,988,084 shares; as of Dec 31, 2024, Brown held options to purchase 199,736 shares at average exercise price $5.01 (part of 6,195,743 total outstanding options) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | March 23, 2017 |
| Employment Status | At will |
| Base Salary | $350,000 per year |
| Initial Equity Grant | Option to purchase 199,736 shares at $5.01 per share (granted May 1, 2017) |
| Current Option Status | Fully exercisable; expiration extended to Aug 28, 2028 by Board on Sep 25, 2025 |
| Severance | Not disclosed for Brown in filings reviewed; CEO has defined severance/change-of-control terms (not applicable to Brown) |
| Change-of-Control | Not disclosed for Brown |
| Clawback Policy | Applies to incentive-based compensation for executive officers in event of restatements (adopted Feb 7, 2024; scope described) |
| Anti-Hedging/Trading Controls | Prohibits short-swing profits, short sales, and certain derivatives; mandates pre-clearance and 10b5‑1 cooling-off periods |
Investment Implications
- Alignment: Brown’s economic exposure is via options only (199,736 shares; ~0.4% of outstanding), with exercise price $5.01; lack of direct share ownership and no RSUs/PSUs reduce forced selling pressure from vesting schedules, but alignment depends on option moneyness .
- Retention/overhang: Board’s extension of the option expiration to Aug 28, 2028 suggests retention emphasis and lowers near-term exercise pressure that could create discretionary selling, a modest positive for stability .
- Pay-for-performance transparency: 2024 cash bonus ($105,000) indicates performance recognition, but filings do not disclose Brown-specific performance metrics or weighting, limiting visibility into pay-for-performance rigor; CEO’s revenue-based plan does not extend to Brown .
- Change-of-control/severance risk: Brown’s at-will agreement lacks disclosed severance/change-of-control protection, implying lower potential transaction costs for shareholders and potentially less retention protection in strategic events .
- Governance/trading controls: Robust insider trading and clawback policies mitigate misalignment risks (short-swing profit prohibitions, anti-derivative guidance, pre-clearance, 10b5‑1 cooling-off), which may reduce opportunistic trading and support investor confidence .