Wei Yuan Chen

About Wei Yuan Chen

Wei Yuan Chen, age 65, has served as a director of SolarMax Technology, Inc. since April 2010 and is based in China; he holds a bachelor’s degree from Tsinghua University and previously served as chief designer and director at Xing Rong Project Management Company in Shanghai from 1990 to 2010, where he won the “Design and Build of the Year” award in 2002 for designing Applied Material’s Shanghai headquarters . He is deemed independent under Nasdaq Listing Rules and serves on key board committees, including as chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance Committee . One continuing director (Chen) is located in China, which presents enforcement and service-of-process challenges for U.S. investors due to the absence of reciprocal judgment enforcement treaties with the U.S. .

Past Roles

External Roles

No other public company directorships are disclosed for Wei Yuan Chen in the proxy statement biographies .

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee chair; Nominating & Corporate Governance Committee member .
• Independence: The Board determined Chen meets Nasdaq independence standards (Audit and Nominating committees), and the Compensation Committee (which he chairs) is fully independent .
• Meeting cadence/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; per-director attendance rates were not disclosed .
• Board leadership structure: CEO David Hsu also serves as Chair; the Board notes four of five director nominees are independent, providing oversight balance .
• Section 16 compliance: All directors except Mr. Lin and Dr. Yang made their Form 3 filings, implying Chen was compliant .

Fixed Compensation

Director compensation for 2024 (non-NEOs):

The proxy presents no cash retainers, equity grants, committee chair/member fees, or meeting fees for directors in 2024; amounts are shown as “—” in the director compensation table .

Performance Compensation

Expertise & Qualifications

• Project management and architectural design expertise with demonstrated integration of renewable energy in designs; award recognition in 2002 for Applied Material’s Shanghai HQ .
• Knowledge of Chinese market dynamics; semi-retired professional experience in Shanghai .
• Governance experience through service since 2010 and leadership of Compensation Committee; independence under Nasdaq rules .

Equity Ownership

Beneficial ownership percentages are calculated per the company’s methodology and include securities exercisable/convertible within 60 days of October 6, 2025; no options or derivative holdings are disclosed for Chen in the options tables .

Other Directorships & Interlocks

No other public company boards or disclosed interlocks (e.g., with customers/suppliers/competitors) are reported for Chen; the proxy does disclose a major stockholder-director relationship for Jinxi Lin with Changzhou Almaden Co. Ltd., but this is not tied to Chen .

Governance Assessment

• Positives

  • Independent director with committee leadership: Chen chairs the Compensation Committee and sits on Audit and Nominating, supporting balanced oversight .
  • Audit Committee charter oversight includes review/approval of related-party transactions and cybersecurity/information security oversight, strengthening risk and conflict controls .
  • Meaningful equity stake (3.2%) aligns incentives with long-term shareholders .

• Concerns and potential red flags

  • Governance activity gap: Compensation and Nominating committees did not meet in 2024 despite Chen’s chair role on Compensation, which may signal limited cadence of pay and governance oversight during that period .
  • Structural risk: CEO also serves as Chair; while a majority of nominees are independent, combined roles can concentrate authority and reduce independent counterbalance .
  • Jurisdictional enforcement risk: Chen’s residence in China increases difficulty for U.S. investors to enforce judgments or effect service of process given PRC’s lack of reciprocal enforcement treaties .
  • Related-party exposure exists at the company level (EB-5 loans, leases, and financing linked to executives/founders), placing heightened importance on Audit Committee diligence; no Chen-specific related-party transactions are disclosed .

Attendance: Per-director attendance rates are not provided; only meeting counts are disclosed .
Director pay: No 2024 director cash or equity compensation is disclosed for Chen (table shows “—”) .
Clawbacks: Policy applies to executive officers; not to directors (Chen is not covered) .