Confidence legend: ✓ verified-primary (20-F Item 6.A and 6.C) · ◐ partial · ⚠ inferred / estimate.
This page documents POET Technologies’ board, committee structure, director independence, and recent governance changes. POET is a foreign-private-issuer (FPI) governed by the Business Corporations Act (Ontario) (“OBCA”) rather than Delaware corporate law, which produces meaningful differences from US-domestic-issuer governance norms — most notably the absence of a DEF 14A proxy statement (governance disclosures are concentrated in the 20-F Item 6 plus the management information circular accompanying each annual general meeting).
1. Board Structure and Independence
Current composition
POET’s Board of Directors currently consists of six directors, of whom five are independent (the sole non-independent director is CEO Suresh Venkatesan, who concurrently serves as Chairman). ✓ Form 20-F filed 2026-03-31, Item 6.C
| Director | Role | Independence | Date First Appointed |
|---|---|---|---|
| Suresh Venkatesan | Chairman, CEO, Chair Ad Hoc Strategy Committee | NOT independent (executive officer) | 2015-06-11 |
| Jean-Louis Malinge | Lead Independent Director, Chair Corp. Gov. & Nominating Committee | Independent | 2017-09-05 |
| Glen Riley | Director, Chair Compensation Committee | Independent | 2020-12-07 |
| Theresa Lan Ende | Director | Independent | 2022-10-14 |
| Robert (Bob) Tirva | Director, Chair Audit Committee (since 2025-05-13) | Independent | 2024-12-05 |
| Sohail Khan | Director | Independent | 2025-07-07 |
The board’s affirmative determination of independence (per 20-F Item 6.C standards) is recorded for each of Sohail Khan, Jean-Louis Malinge, Bob Tirva, Glen Riley, and Theresa Lan Ende. ✓ Form 20-F filed 2026-03-31, Item 6.C
Lead Independent Director — Jean-Louis Malinge
The independent directors selected Jean-Louis Malinge as Lead Independent Director. The lead independent director’s role is to facilitate functioning of the board, presides over private sessions of independent directors after each board meeting, and conveys results of those sessions to the chair (Venkatesan). ✓ Form 20-F filed 2026-03-31, Item 6.C
Malinge’s prior career — President & CEO of Kotura (a Silicon Photonics pioneer acquired by Mellanox 2013), 15 years at Corning Inc., and partner at ARCH Venture Partners — gives him domain authority over the silicon-photonics technology stack itself, distinct from typical generalist Lead Independent Directors. ✓ Form 20-F filed 2026-03-31, Item 6.A
Board meeting cadence
During fiscal 2025, the Board held 21 regularly scheduled meetings, including committee meetings. ✓ Form 20-F filed 2026-03-31, Item 6.C
This is a notably high cadence (>1.5 meetings per month average), consistent with a development-stage micro-cap navigating multiple capital-structure decisions, the SPX consolidation, and director turnover during the year.
2. Recent Governance Changes (2024–2025)
2024-12-05 — Robert (Bob) Tirva appointed Director
Tirva joined the board after a 30-year executive career (IBM, Broadcom, Dropbox, Intermedia Cloud Communications) capped by his role as President / COO / CFO of Sonim Technologies, Inc. until its 2022 acquisition by AJP Holding Company. Adds public-company-CFO and finance-committee experience to the board ahead of the audit-chair transition six months later. ✓ Form 20-F filed 2026-03-31, Item 6.A
2025-05-13 — Audit Committee Chair handoff (Tsiofas → Tirva)
Bob Tirva appointed Audit Committee Chair, replacing Chris Tsiofas (who had served as Audit Committee Chair continuously since being appointed director on 2012-08-21 — a ~13-year tenure). Tsiofas continued as a director until 2025-06-27. ✓ Form 20-F filed 2026-03-31, Item 6.C
The board has determined that Tirva satisfies the criteria of “audit committee financial expert” within the meaning of Item 401(h) of Regulation S-K and is independent under Nasdaq Rule 4200. ✓
2025-06-27 — Resignation cluster (Tsiofas + Rajgarhia)
Two senior leadership changes occurred on the same day:
- Chris Tsiofas resigned from the Board (Audit Committee member since 2012; prior Audit Chair).
- Vivek Rajgarhia resigned as President & General Manager (had been in the role since 2019-11-04).
The 20-F does not disclose specific reasons for either resignation. ⚠ ✓ Form 20-F filed 2026-03-31, Item 6.A footnotes 5 & 6
The simultaneous resignations are a notable governance signal. They land six months after the December-2024 Sanan-IC step-in transaction and six months before the December-2025 SPX final consolidation — i.e., during the operationally most-significant transition period in POET’s recent history. The combined effect is the loss of POET’s most-tenured independent director and its day-to-day operating GM at once.
2025-07-07 — Sohail Khan appointed Director
Khan backfills the Tsiofas board seat after a senior career at Coherent Corp. (raised $1B in funding 2023; established SiC LLC as a Coherent subsidiary via strategic partnerships with Denso and Mitsubishi; later EVP Wideband Gap Electronics at Coherent). 16-year prior tenure on the LightPath Technologies board. Other prior roles: Managing Partner K5 Innovations LLC; CEO of ViXS Systems Inc. (global fabless semiconductor); director of Intersil Corporation; CEO and Head of Strategy at Agere Systems (extensive M&A experience). ✓ Form 20-F filed 2026-03-31, Item 6.A
The Khan appointment skews the board’s combined experience toward wide-bandgap semiconductors and M&A — preparing the company for either further inorganic transactions or strategic-alternatives review.
3. Board Committees
POET has four board committees: Audit Committee, Compensation Committee, Corporate Governance & Nominating Committee, and an Ad Hoc Strategy Committee. Charters for the first three are published on poet-technologies.com. The Strategy Committee is ad-hoc and does not have a charter.
Audit Committee
- Chair: Bob Tirva (since 2025-05-13).
- Members: Bob Tirva, Glen Riley, Jean-Louis Malinge — all independent directors.
- Audit committee financial expert: Bob Tirva (per Reg S-K Item 401(h)).
- Responsibilities: Reviewing financial reporting procedures, internal controls, and external auditors’ performance; reviewing annual + quarterly financial statements and accompanying MD&A prior to full-Board approval; reviewing financial controls with the auditors annually; pre-approving any non-audit services. ✓ Form 20-F filed 2026-03-31, Item 6.C
- External auditor: Davidson & Company LLP (audit committee oversees evaluation, replacement, and compensation of the independent auditor; Marcum LLP audited fiscal 2023 prior to the change).
Compensation Committee
- Chair: Glen Riley (since 2022-10-14).
- Members: Glen Riley, Bob Tirva, Theresa Lan Ende — all independent directors.
- Responsibilities: Recommending compensation for senior executives; ensuring management compensation programs are linked to measurable performance targets; overseeing equity-incentive program adoption / amendment / termination. Outside compensation consultants are engaged on a periodic basis for peer-group review. ✓ Form 20-F filed 2026-03-31, Item 6.C
Corporate Governance & Nominating Committee
- Chair: Jean-Louis Malinge (Lead Independent Director).
- Members (per 20-F footnote markings): Jean-Louis Malinge, Sohail Khan, Theresa Lan Ende.
- Responsibilities: Director nomination process, board composition standards, corporate governance practices.
Ad Hoc Strategy Committee
- Chair: Suresh Venkatesan (CEO).
- Members: Venkatesan, Malinge, Khan, Riley, Tirva, Ende — all sitting directors.
- Status: Ad-hoc (no charter). Its standing membership of the entire board indicates a board-level posture for episodic strategic-decision review (M&A, capital-raise sizing, customer-engagement strategic decisions). ⚠ inferred operating cadence
4. Compensation and Executive Service Contracts
CEO employment contract
Suresh Venkatesan’s employment contract provides:
- Severance: Twelve (12) months on termination by the Company other than for cause.
- Equity treatment on termination: Unvested stock options cancel; one-year exercise window for vested options. ✓ Form 20-F filed 2026-03-31, Item 6.C
Other directors
No other director has a service contract with the Company — non-executive directors serve under the standard OBCA framework with no individual employment-style agreements. ✓ Form 20-F filed 2026-03-31, Item 6.C
CEO compensation summary (fiscal 2025, per 20-F summary table)
| Component | Amount |
|---|---|
| Base salary | $539,498 |
| Equity awards (value) | $6,000,000 |
| Other compensation | $400,000 |
| Total | ~$6,939,498 |
Equity awards for fiscal 2025 included 1,107,011 options (vesting tranche) with a 2035 expiration; total Venkatesan options outstanding span 2030–2035 expiration tranches. ✓ Form 20-F filed 2026-03-31, Item 6.B
Stock Option Plan
POET operates a Fixed Stock Option Plan (the “Plan”). Approved by disinterested shareholders at the 2008-06-19 shareholders’ meeting; replaces the Rolling Stock Option Plan that had been in effect since 2005-05-04. The Plan caps shares issuable at 20% of issued and outstanding common shares (“Maximum Number”) — initially set at 1,193,000 and amended periodically since (amendments approved by shareholders in 2009, 2011, 2013, 2014, 2015, 2016, 2018, 2020, and 2021). ✓ Form 20-F filed 2026-03-31, Item 6.B
POET has more recently begun issuing Restricted Stock Units (RSUs) to directors and employees alongside the option-grant program. ✓
5. Foreign-Private-Issuer Governance Carve-Outs
POET avails itself of the home-country corporate-governance practices carve-out under Nasdaq listing rules, with disclosures of the differences submitted in periodic SEC reports. ✓ Form 20-F filed 2026-03-31, Item 3.D risk factor
The 20-F flags the FPI-governance carve-outs in Item 3.D (Risk Factors) with the standard caveat: “These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq’s corporate governance listing standards. … Certain corporate governance practices in Canada, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. Therefore, our shareholders may be afforded less protection than they otherwise would have in certain instances as a result of following such Canadian corporate governance practices.”
Specific FPI exemptions relevant to POET
- No Form 4 insider-transaction filings — Section 16 reporting does NOT apply. Equivalent disclosures flow through Canadian SEDI (System for Electronic Disclosure by Insiders) and SEC Schedule 13G/144 take-down filings. ✓ Form 20-F filed 2026-03-31, Item 3.D
- No DEF 14A proxy statement — equivalent disclosures (compensation tables, board composition, related-party transactions) live in the Form 20-F Item 6 + Item 7, plus the management information circular (proxy circular) published with each annual general meeting under OBCA rules.
- No quarterly 10-Q — quarterly results disclosed via Form 6-K attaching the unaudited interim financial statements (no formal quarterly form requirement).
- Annual general meeting notice timing — OBCA-governed notice periods; differs from Delaware-norm notice periods.
FPI-status renewal exposure
POET’s FPI status is re-tested annually on June 30 (the last business day of the second fiscal quarter). Maintaining FPI status requires either:
- (a) A majority of common shares owned of record by non-US persons; OR
- (b) A majority of executive officers and directors are not citizens/residents of the US; AND >50% of assets located outside the US; AND business administered principally outside the US.
The 20-F warns that POET’s 2024 TSX Venture Exchange delisting + subsequent capital raises drawn primarily from US investors may push POET below the FPI threshold on the next 2026-06-30 determination. The SEC’s 2025-06-04 concept release proposes additional FPI-eligibility tightening (minimum non-US trading volumes, requiring a non-US listing) that would further pressure POET’s FPI status. ✓ Form 20-F filed 2026-03-31, Item 3.D risk factor
If POET loses FPI status, the company would be required to comply with the full Exchange Act domestic-issuer reporting regime (10-K, 10-Q, 8-K, DEF 14A, Section 16, Reg FD) — incurring incremental legal, accounting, and audit costs. ⚠ POET-management estimate of cost not disclosed.
6. Shareholder Voting Mechanics
POET is governed by the OBCA and its Articles of Continuance / Amendment.
- Quorum: Two persons present in person or by proxy and entitled to vote constitute a quorum at a shareholder meeting (per Articles). ✓ Form 20-F filed 2026-03-31, Item 10.B
- Director election: Each director serves until the next AGM or until a successor is duly elected.
- Special meeting calling rights: The Board has power to call a special meeting; OBCA also gives shareholders rights to requisition special meetings on specified percentages of voting shares.
- Fundamental changes: Sale, lease, exchange, or other disposition of all or substantially all property of the corporation; amalgamations; arrangements; continuance under another statute — all require two-thirds majority of votes cast at a duly called meeting under the OBCA.
Most-recent annual general meeting
The 20-F does not disclose specific shareholder vote outcomes from the most recent AGM (typically these would appear in the management information circular published separately, not the 20-F itself). ⚠ AGM vote outcomes not directly cited in 20-F
For a comprehensive shareholder-voting record, see the management information circulars filed alongside each AGM notice (typically posted on sedar.com under POET Technologies Inc. — note SEDAR is the Canadian counterpart to EDGAR; the 6-K attachments to EDGAR include the proxy circular each year).
7. Auditor Tenure and Audit Committee Oversight
Auditor history
- Marcum LLP — audited fiscal years through 2023. ✓ Form 20-F filed 2026-03-31, Item 5.A
- Davidson & Company LLP — audited fiscal 2024 and fiscal 2025 (current). The 20-F discloses the change of auditors during 2024 produced incremental professional-fees expense for “matters that required both auditors to opine on, such as inclusion of prior year audited figures in various documents.”
Audit Committee oversight scope
The Audit Committee has ultimate responsibility (delegated from the Board) to evaluate auditor performance, recommend appointment / replacement / compensation through shareholders, and pre-approve any non-audit services. ✓ Form 20-F filed 2026-03-31, Item 6.C
The auditor change from Marcum to Davidson during 2024 is itself a meaningful governance signal — auditor changes are not the norm for stable-state mid-cap and micro-cap issuers, and the 20-F’s explanation focuses on cost rather than independence or scope-of-engagement reasons. ⚠ inferred governance signal weight
Cross-section pointers
- leadership — Senior management / officer bench (governance covers directors; leadership covers officers).
- timeline — Every governance event above resolves to a dated timeline row.
- jv history — Board-level Strategy Committee involvement in the SPX consolidation decisions.
- overview — Compensation expense and finance-advisory fees feed back to the disclosures cited above.
- insider transactions log — Canadian SEDI insider-transaction tracking (Form 4 does NOT apply to FPIs).
- overview — primary-source registry; every claim above resolves there.