DEF 14A of SolarMax Technology, Inc.
Filed Oct 14, 2025 · FY20240001640334-25-001818
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Bylaws provide that the Board shall consist of not less than one nor more than nine members, and that any newly created directorship that results from an increase in the number of directors or any vacancy on the Board will be filled solely by the affirmative vote of a majority of the directors then in office. A director elected by the Board in the case of a newly created directorship will hold office for his or her full term until his or her successor is elected and qualified. A director elected by the Board in the case of a vacancy will hold office for the remaining term of his or her predecessor until his or her successor is elected and qualified. All directors shall be elected annually. Directors need not be residents of Nevada or stockholders of the Company. Our Board currently consists of six directors. Two of our current directors have informed us that they do not desire to stand for re-election. The Board has set the number of directors to be elected at the Meeting at five. Each of the director nominees identified below has confirmed that he or she is able and willing to serve as a director if elected. If any of the director nominees becomes unable or unwilling to serve, your proxy will be voted for the election of a substitute director nominee recommended by the current Board. The Board has nominated David Hsu, Simon Yuan, Wei Yuan Chen, Lei Zhang, Ph.D., and Steve Chen for election at the Annual Meeting, each to serve for a one-year term until the conclusion of the 2026 annual meeting of stockholders and until their successor is duly elected and qualified. Please see “Directors” below for more information, including the background and business experience of each director nominee taken into consideration by the Board.
Required Vote and Recommendation
Required Vote and Recommendation The election of directors requires the affirmative (“FOR”) vote of a majority of votes cast by shares of our Common Stock present or represented by proxy and entitled to vote at the Annual Meeting. The five director nominees receiving a majority of affirmative votes cast will be elected. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the election of each of the below director nominees. Any abstentions or broker non-votes are not counted as votes cast and will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Required Vote and Recommendation
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OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF
OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF MESSRS. HSU, YUAN, WEI YUAN CHEN, STEVE CHEN AND DR. ZHANG UNDER PROPOSAL ONE.
Directors and Executive Officers
Directors and Executive Officers Listed below are the names of the directors, the nominee as a director and executive officers of the Company, their ages as of the Record Date, and their positions held.
Directors and Executive Officers
| Name | Age | Title | | David Hsu | 62 | Chief executive officer and director | | Stephen Brown | 66 | Chief financial officer | | Simon Yuan | 71 | Director | | Wei Yuan Chen | 65 | Director | | Jinxi Lin(1) | 65 | Director | | Wen-Ching (Stephen) Yang, Ph.D.(1) | 63 | Director | | Lei Zhang, Ph.D. | 42 | Director | | Steve Chen | 67 | Nominee for Director |
Directors and Executive Officers
____________ (1)Mr. Lin and Dr. Yang have advised the Company that they do not desire to stand for re-election. David Hsu, together with Simon Yuan and Ching Liu, who was formerly an executive officer and director and is a 5% stockholder, are our founders. Mr. Hsu has served as our chief executive officer and a director since our organization in February 2008. Mr. Hsu has more than 20 years of experience in sales, international business development and management in the automotive and energy industries. Before starting SolarMax in 2008, Mr. Hsu served as a consultant to China Sunergy, a leading photovoltaic panel manufacturer and solar energy company. Mr. Hsu received a bachelor’s degree in electrical engineering from Shanghai Jiao Tong University School of Engineering. Mr. Hsu’s solar energy industry experience and his relationships with industry experts qualify him to serve as a director. Stephen Brown has served as our chief financial officer since May 2017. From 2013 until April 2017, he was chief financial officer of STAAR Surgical Company. Mr. Brown was vice president, global finance of Bausch & Lomb from 2008 until 2013 and chief financial officer of Hoya Surgical Optics from 2007 to 2008. He served in various capacities over a 13-year period with Johnson & Johnson including chief financial officer of the Advanced Sterilization Products division. His 35-year business career also includes the founding of Degree Baby Products, a privately held company that was sold after six years of operations to Johnson & Johnson. Mr. Brown holds an M.B.A. degree from University of California, Los Angeles Anderson School of Management and earned a B.A. degree in Business Administration from California State University, Fullerton. Simon Yuan, one of our founders, served as a director since February 2008 and chief financial officer from February 2008 until May 2017. In 1989, Mr. Yuan founded Simon& Edward, LLP, a PCAOB registered public accounting firm of which he has been managing partner since its founding. Prior to founding Simon& Edward, Mr. Yuan was employed by Wells Fargo Bank as a senior internal auditor and by the State of California as a tax auditor. Mr. Yuan was also a supervising senior auditor with the international accounting firm of Moore Stephens. Mr. Yuan’s professional experience encompasses more than 30 years of public accounting, with expertise in a broad range of business accounting and auditing, and international taxation, estate planning, business merger and acquisition, and general business consulting. Mr. Yuan is an active leader, officer and participant of many professional and charitable organizations. He is a director of the Sino-American Certified Public Accountants Association and also served as its president in 1998. Mr. Yuan received a Master of Accountancy from Ohio State University. Mr. Yuan’s accounting background, as well as his service as our chief financing officer, qualify him to serve as a director. Wei Yuan Chen has served as a director since April 2010. Mr. Chen, who is semi-retired, was the chief designer and director for Xing Rong Project Management Company, Shanghai, China, a position he held from 1990 to 2010. In 2002, Mr. Chen received the "Design and Build” of the year award for designing the headquarters of Applied Material, Shanghai, China. Mr. Chen earned his bachelor’s degree from Tsinghua University. Mr. Chen brings to us his project management knowledge and 20 years of experience of implementation and integration of renewable sources into his architectural designs. Mr. Chen’s experience in project management and familiarity with the Chinese market qualify him to serve as a director. Jinxi Lin has served as a director since 2014. Mr. Lin serves as the chairman of AMD, a publicly traded solar panel manufacturer in Asia and the Middle East and one of our major stockholders. Mr. Lin founded AMD in 2006 and has served as its chairman since its formation. Mr. Lin received his undergraduate degree in business administration from Northwest Polytechnic University. Mr. Lin’s knowledge of the solar industry and the Chinese market qualify him to serve as a director.
Directors and Executive Officers
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Directors and Executive Officers
Dr. Wen-Ching (Stephen) Yang has been a director since December 2020. Dr. Yang is the founder of Grand Trust International Law Offices and has been the partner-in-charge since 2008. He has also been the chief executive officer of Taoyuan Enterprise Chamber since 2016. Dr. Yang received his bachelor’s and master’s degrees from National Taiwan University and his PhD in economics in law from the law school at Peking University. Dr. Yang was also a research fellow at the John F. Kennedy School of Government at Harvard University. Dr. Yang’s background in economics qualify him as a director. Dr. Lei Zhang has been a director since November 2020. She has been a professor, which is a tenured position, in the Department of Mechanical Engineering at the University of Alaska, Fairbanks since July 2024, having been an associate professor from August 2018 to June 2024, and an assistant professor in that department from August 2013 to June 2018. She is co-author of a number of annual books on energy technology and is co-author of a number of articles in her field in peer reviewed journals. Dr. Zhang received her B.Eng. and M.S. in Material Science and Engineering from China University of Mining & Technology, Beijing, and her Ph.D. from Michigan Technological University. Dr. Zhang’s knowledge of the energy industry qualifies her to serve as a director. Steve Chen has been a private investor and business operator since 1998. He actively manages a portfolio of commercial and hospitality real estate assets in the United States. His professional experience includes founder and chief executive officer of ALPS European Whole Grain in Shanghai, China, the first microbrewery in China, from 1994 to 2000, and founder and chief executive officer from 2009 to 2016 of Speedy Sails, a regional distribution business for U.S. manufactured catamarans aimed at China’s emerging marine leisure market. Mr. Chen received his degree from World College of Journalism in Taipei, Taiwan. We believe he business experience qualifies him to serve as a director. All of our executive officers and directors are located in the United States except that one continuing director (Wei Yuan Chen) is located in China. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon our director located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors under United States securities laws. In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
Election of Directors
Election of Directors At the meeting votes will be cast in accordance with instructions from the stockholders. A stockholder may vote for one or more nominees for director or may withhold his or her vote with respect to any or all nominees for directors. The five directors who receive the most votes will be elected as directors, provided that a quorum is present.
Information about the Board of Directors
Information about the Board of Directors Our board of directors oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with our chief executive officer and other key executives, by reading the reports and other materials that we send them, and by participating in board and committee meetings. Directors hold office for a term of one year and until their successors have been elected and qualified unless the director resigns or by reasons of death or other cause is unable to serve in the capacity of director.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and | | Salary | Cash Bonus | Stock Bonus | Option Awards | Non-Equity Incentive Plan Compensation | Non-qualified Deferred Compensation Earnings | All Other Compensation(2) | Total | | principal position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | David Hsu, | 2024 | $737,924 | $- | $- | $- | $- | $- | - | $737,924 | | Chief executive officer(1) | 2023 | $716,431 | $- | $- | $- | $- | $- | $55,055 | $771,486 | | Stephen Brown, | 2024 | $350,000 | $105,000 | $- | $- | $- | $- | $13,489 | $468,489 | | Chief financial officer | 2023 | $350,000 | $- | $- | $- | $- | $- | $26,896 | $376,896 |
Summary Compensation Table
| (1) Pursuant to his employment agreement, Mr. Hsu is eligible for an annual bonus in which 70% is payable in stock and 30% is payable in cash. Mr. Hsu waived his bonus for 2023 and 2022 in connection with the suspension of incentive programs for our key employees. | | (2) All other compensation represents the value of paid time off accrued. |
Summary Compensation Table
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Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth information as to outstanding equity awards at December 31, 2024 for the Named Executive Officers:
Outstanding Equity Awards
| | Option awards | | | | | Stock awards | | | | | Shares underlying unexercised option # exercisable | Shares underlying unexercised option # unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | Number of shares that have not vested | Market value of shares that have not vested | Equity incentive plan awards: number of unearned shares or other rights that have not vested | | David Hsu | 714,216 | 714,216(1) | - | | 02/12/34 | - | - | - | | Stephen Brown | 199,736 | | - | 5.01 | 04/30/27 | - | - | - |
Outstanding Equity Awards
| (1) These options held by Mr. Hsu are exercisable as to 50% and became exercisable as to the remaining 50% on August 12, 2025. |
Outstanding Equity Awards
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Director Compensation
Director Compensation The following table sets forth information as to the compensation paid to our directors in 2024, other than those named in the Summary Compensation Table:
Director Compensation
| Name | Cash Compensation | Stock Awards | Total | | Wei Yuan Chen | - | - | - | | Jinxi Lin | - | - | - | | Simon Yuan | - | - | - | | Dr. Wen-Ching (Stephen) Yang | - | - | - | | Lei Zhang, Ph.D. | - | - | - |