Chang-Jen Jiang
About Dr. Chang‑Jen Jiang
Dr. Chang‑Jen Jiang, age 69, is a current director of ABVC BioPharma and is nominated for re‑election at the June 3, 2025 annual meeting. He is a pediatrician by training, earning his medical degree (Taiwanese equivalent of MD) from Taipei Medical University in 1982. His career includes leadership and attending roles in pediatrics, hematology, and oncology across major Taiwanese hospitals and clinics, and he brings medical practice expertise to the board. He is the brother of Dr. Tsung‑Shann Jiang and Dr. Tsang Ming Jiang; Eugene Jiang is Tsung‑Shann’s son; the company also discloses a marital relationship between Shuling Jiang and a “Dr. Jiang,” underscoring familial ties on the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mackay Memorial Hospital (Taiwan) | Chief doctor, Pediatrics, Hematology & Oncology | Until 1994 | Clinical leadership in pediatric hematology/oncology |
| Keelung Hospital, Ministry of Health and Welfare (Taiwan) | Attending doctor, Pediatrics | 1994–2009 | Long‑tenure attending physician; pediatric practice |
| Eugene Women and Children Clinic (Taiwan) | Pediatrician | Since 2016 | Ongoing pediatric practice; applied clinical expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioLite Inc. | Director | Since 2013 | Board oversight; biotechnology exposure |
| BioFirst Corp. | Director | Since 2015 | Board oversight; related holdings noted in ABVC beneficial ownership |
Board Governance
- Committee assignments: Dr. Chang‑Jen Jiang is listed as a director nominee without Audit (1), Compensation (2), or Nominating (3) committee designations; he is not a member of these committees .
- Committee composition and independence: Audit Committee (Chair: Yen‑Hsin Chou; members: Hsin‑Hui Miao, Che‑Wei Hsu); Compensation Committee (Chair: Norimi Sakamoto; members: Hsin‑Hui Miao, Che‑Wei Hsu); Corporate Governance & Nominating Committee (Chair: Yoshinobu Odaira; members: Hsin‑Hui Miao, Che‑Wei Hsu). All committee members are independent per Nasdaq standards .
- Independence status: The Board determined the independent directors are Odaira, Chung, Sakamoto, Chou, and Miao. Dr. Chang‑Jen Jiang is not identified as independent .
- Attendance: Not disclosed in the 2025 proxy materials.
- Family relationships: The Board discloses that Dr. Chang‑Jen Jiang is the brother of Dr. Tsang Ming Jiang and Dr. Tsung‑Shann Jiang; Eugene Jiang is Tsung‑Shann’s son; there is a disclosed marital relationship between Shuling Jiang and a “Dr. Jiang” .
Fixed Compensation
- The 2025 proxy does not disclose per‑director cash retainers, meeting fees, or committee fees for non‑employee directors .
- The Compensation Committee recommends director compensation to the full Board, but specific amounts for non‑employee directors are not provided in the filing .
Performance Compensation
- Options for directors: On April 16, 2022, ABVC granted stock options to 5 directors, in aggregate 76,190 shares (post‑split), exercise price $30.00, fully vested at grant, 10‑year term. Individual award amounts by director are not disclosed .
- 2024 director equity: On January 27, 2024, ABVC granted 1,302,726 restricted shares to employees and directors (issued February 2, 2024) with a three‑year restriction period; no per‑director allocation disclosed .
- Option activity in FY2024: “We did not pay stock options to directors in fiscal year 2024” .
Performance Metric Table (directors)
| Item | Metric/Term | Notes |
|---|---|---|
| 2022 Director Options | Exercise price: $30.00; Term: 10 years; Vesting: vested at grant | Aggregate to 5 directors; per‑director amounts not disclosed |
| 2024 Restricted Shares | 1,302,726 shares; Restriction period: 3 years; Issue date: Feb 2, 2024 | Aggregate to employees and directors; per‑director amounts not disclosed |
| FY2024 Options | None paid to directors | No director stock options in FY2024 |
Other Directorships & Interlocks
- Dr. Chang‑Jen’s external directorships at BioLite Inc. (since 2013) and BioFirst Corp. (since 2015) indicate ties to entities that also appear in ABVC’s beneficial ownership network; he holds small ABVC share positions through BioFirst and Rgene, in addition to direct holdings .
Expertise & Qualifications
- Medical degree (Taiwanese equivalent MD), Taipei Medical University, 1982; extensive pediatric practice across Taiwan. The Board cites his knowledge in biology and medical practice as beneficial to ABVC .
Equity Ownership
| Metric | As of Apr 11, 2025 |
|---|---|
| Total beneficial ownership (shares) | 42,026 |
| Ownership as % of shares outstanding | <1% (“*” less than 1%) |
| Directly owned shares | 41,847 |
| Indirect via BioFirst | 158 |
| Indirect via Rgene | 1 |
| Shares pledged as collateral | Not disclosed |
| Ownership guidelines and compliance | Not disclosed |
Governance Assessment
- Strengths: Decades of clinical pediatric experience; Board committees (Audit, Compensation, Nominating) are populated by independent directors with defined charters, including an audit committee financial expert (Chou) .
- Concerns/RED FLAGS:
- Non‑independence and concentrated family ties: Dr. Chang‑Jen is not classified as an independent director; he is part of a family cohort on the Board (brothers Tsung‑Shann and Tsang Ming; Eugene Jiang as Tsung‑Shann’s son), which raises risks of group influence and potential conflicts .
- Related‑party transactions: The Board seeks shareholder approval for a land purchase from director Shuling Jiang via equity/warrants, with an exchange cap at 19.99% and potential issuance ≥20% of outstanding shares; the prior 2024 land agreement was terminated and renegotiation continues. This is a material related‑party transaction with change‑of‑control implications under Nasdaq rules—a governance red flag .
- Nominee structure in Taiwan: “Yunzhiyi” was formed with 10% owned by director Shuling Jiang to hold land for AiBtl due to restrictions on foreign ownership of farmland; nominee holdings add structural complexity and potential conflict considerations .
- Section 16 compliance: The company states all director/officer Section 16 filings for FY2024 were timely, indicating basic compliance; no specific insider trading issues disclosed for Dr. Chang‑Jen .
Implications: The combination of non‑independence, multiple familial interlocks, and significant related‑party real estate transactions elevate governance risk and potential misalignment with minority shareholders. Investors should monitor committee independence (already established), outcomes of the Land Proposal, and any future disclosures on director compensation detail and attendance to gauge board effectiveness and alignment .