AXT INC 8-K

What Happened
AXT, Inc. announced that on January 26, 2026 its Board re-evaluated and determined that Leonard J. LeBlanc is now independent under the Nasdaq Listing Rules. Mr. LeBlanc, who had been appointed to the Board on July 29, 2025 as a non-independent director, was named Chair of the Audit Committee effective upon that determination; Jesse Chen stepped down as Audit Committee Chair but will remain a committee member. The Board also designated Mr. LeBlanc an "audit committee financial expert."

Key Details

• Board re-evaluation date: January 26, 2026. Initial appointment to Board: July 29, 2025.
• Audit Committee will consist of three independent directors, meeting Nasdaq Listing Rule 5605(c)(2)(A).
• The Board previously determined Mr. LeBlanc meets audit committee independence under SEC Rule 10A-3.
• Mr. LeBlanc will receive an annual cash retainer of $20,000 for serving as Audit Committee Chair.

Why It Matters
Independent audit committee membership and a designated audit committee financial expert are governance requirements that affect regulatory compliance and oversight of the company’s financial reporting. For investors, this change strengthens the Board’s audit oversight structure (three independent audit committee members) and signals the company has an experienced director leading audit matters. There is no disclosure of operational or financial impact beyond the governance and compensation details above.