Hau L. Lee
About Hau L. Lee
Hau L. Lee, Ph.D., age 72, is Lead Independent Director at Silvaco Group, Inc. (SVCO), serving on the Board since 2022 and currently a member of the Compensation and Nominating & Corporate Governance (NCG) Committees . He is a retired Stanford Graduate School of Business professor (faculty since 1983; OIT professor 2002–2023) with deep expertise in operations and supply chains; his degrees include a B.Soc.Sc. (Economics & Statistics) from the University of Hong Kong, an M.Sc. (Operational Research) from the London School of Economics, and an M.S. and Ph.D. (Operations Research) from Wharton . As Lead Independent Director, he presides when the Chair is absent and acts as liaison between the Chair/CEO and independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford Graduate School of Business | Professor (Operations, Information & Technology); prior faculty since 1983 | 1983–2023 | Academic leadership in operations and supply chains |
| DemandTec, Inc. | Co‑founder | Founded 1999 | Retail pricing technology company co‑founded by Dr. Lee |
External Roles
| Organization | Role | Tenure | Committees/Chair roles |
|---|---|---|---|
| TD SYNNEX Corporation (NYSE: SNX) | Director | Since Feb 2012 | Board member |
| Lion Rock Group Limited (HKG: 1127) | Director; Chairman since June 2023 | Since Apr 2013 | Audit and Compensation Committees; Chairman (from June 2023) |
| Frontier Services Group (HKG: 0500) | Director (former) | Mar 2014–Jul 2020 | Compensation Committee |
| Global Brands Group (SEHK: 787) | Director (former) | Jun 2014–Sep 2020 | Compensation Committee |
| LF Logistics | Director (former) | Feb 2019–Sep 2022 | Compensation Committee |
Board Governance
- Roles and independence: Lead Independent Director; independent under Nasdaq standards; serves on the Compensation and NCG Committees .
- Executive sessions: Non‑management and independent directors meet in executive session; the Chair presides at executive sessions of the Board, and the Lead Independent Director presides when the Chair is not present and serves as liaison to management .
- Attendance: In 2024 the Board held 16 meetings; all directors attended at least 75% of applicable Board and committee meetings .
- Committee structure and independence:
- Audit Committee (10 meetings; all independent; financial expert designated) .
- Compensation Committee (9 meetings; members, including Dr. Lee, satisfy additional independence requirements; used independent consultant Compensia with no conflicts) .
- NCG Committee (7 meetings; members, including Dr. Lee, independent) .
- Governance stance: Company is a “controlled company” (Principal Stockholders ~69.8% voting power) and may use Nasdaq exemptions for Compensation and NCG Committees; Audit remains fully independent . Lead Independent Director role is formalized in the Corporate Governance Guidelines .
Committee Memberships (2024)
| Committee | Member | Chair | Meetings in 2024 |
|---|---|---|---|
| Compensation | Yes (member) | No | 9 |
| Nominating & Corporate Governance | Yes (member) | No | 7 |
Fixed Compensation
Program structure and Dr. Lee’s 2024 actuals:
| Component | SVCO Program Terms | 2024 Amount (Dr. Lee) |
|---|---|---|
| Board annual cash retainer | $40,000 | Included in total cash |
| Lead Independent Director retainer | +$30,000 | Included in total cash |
| Committee member retainer (each) | $5,000 (Audit/Comp/NCG) | CC + NCG memberships |
| Business Enhancements & Strategy Group | +$5,000 (group dissolved prior to IPO) | Dr. Lee received this additional retainer in 2024 |
| Total fees earned or paid in cash (2024) | — | $83,750 |
Notes: Non‑employee directors may elect committee retainers in cash or stock; retainers paid quarterly; program terms ratified effective Sept 15, 2022 .
Performance Compensation
Directors receive time‑based RSUs; no performance metrics are used.
| Equity Award | Grant/Value | Vesting / Performance Conditions |
|---|---|---|
| Annual RSU grant | Target grant value ≈ $150,000; 2024 grant to Lee had $149,773 grant‑date fair value | RSUs vest on the earlier of: 12 months from grant, next annual meeting, or change in control; no performance metrics |
| 2024 grant details | 7,858 RSUs granted July 11, 2024 | Time‑based vesting per above |
Other Directorships & Interlocks
| Company | Overlap With SVCO Value Chain | Potential Interlock Risk |
|---|---|---|
| TD SYNNEX (SNX) | IT distribution and solutions aggregation; no SVCO linkage disclosed | No related‑party or transactional ties disclosed in proxy |
| Lion Rock Group (1127 HK) | Printing/packaging; no SVCO linkage disclosed | No related‑party or transactional ties disclosed in proxy |
No related‑party transactions involving Dr. Lee were disclosed; related‑party items in 2024–2025 involved entities affiliated with the Board Chair (e.g., leases, former credit line) and a prior guarantee, all reviewed/subject to Audit Committee oversight policy .
Expertise & Qualifications
- Industry/functional competencies (Company skills matrix): Semiconductor industry, software/technology, financial expertise, corporate governance, IT/cybersecurity, compensation/human capital, M&A .
- Academic/technical credentials: B.Soc.Sc. (HKU), M.Sc. (LSE), M.S./Ph.D. (Wharton); decades of scholarship in operations and supply chains .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 21,296 shares (includes 7,858 RSUs vesting within 60 days of March 25, 2025) |
| % of outstanding shares | <1.0% (asterisk in proxy denotes less than 1%) |
| Unvested director RSUs outstanding (12/31/2024) | 7,858 RSUs |
| Pledged shares | None disclosed for Dr. Lee (Chair holds 1,000,000 pledged; Board‑level risk) |
| Hedging/pledging policy | Company prohibits derivatives/hedging, margining, and pledging without pre‑clearance |
Governance Assessment
-
Positives
- Lead Independent Director with clear responsibilities; independent status affirmed; active roles on Compensation and NCG Committees .
- Strong attendance culture (≥75% for all directors); robust committee cadence (Audit 10, Compensation 9, NCG 7 meetings in 2024) .
- Independent compensation consultant (Compensia) with no conflicts; formal clawback policy; anti‑hedging/anti‑pledging policy .
- Director pay program balanced: modest cash (incl. lead independent retainer) with time‑based equity; 2024 cash $83,750 and equity grant fair value $149,773 for Dr. Lee .
-
Watch items / Red flags
- Controlled company (Principal Stockholders ~69.8% voting power) with rights under Stockholders Agreement; Board may use Nasdaq exemptions for Compensation and NCG independence (though current members meet independence tests) .
- Significant share pledging by the Board Chair (1,000,000 shares) introduces potential overhang/forced‑sale risk (not related to Dr. Lee directly) .
- Related‑party transactions with entities controlled by the Chair (office leases; prior credit line), emphasizing need for vigilant Audit Committee oversight (no ties to Dr. Lee disclosed) .
- Recent CFO resignation effective April 11, 2025; continue monitoring for governance/controls continuity (not attributable to Dr. Lee) .
-
Overall view: Dr. Lee brings seasoned governance and compensation committee experience, independent leadership, and sector‑relevant expertise. The primary governance risks stem from SVCO’s controlled status and Chair‑affiliated related‑party/pledging practices rather than from Dr. Lee’s profile. His equity stake is modest but aligned via annual RSUs and company anti‑hedging/pledging policies .