Hsin-Hui Miao
About Hsin-Hui Miao
Independent Director of ABVC. Age 59. Background in education administration and operations; Bachelor of Education, Taichung University of Education (1998). Nominated for re‑election in 2025; designated as independent under Nasdaq rules and serves on Audit, Compensation, and Corporate Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Affiliated High School of Tunghai University, Kindergarten Division | Kindergarten teacher; leader of general affairs team | Aug 1988 – Jul 2021 | School operations/general affairs leadership |
| Yueh Shan Chi Cram School | Counter Manager | Aug 2021 – May 2022 | Front-office management |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Miao . |
Board Governance
- Independence: Board determined Miao is an “independent director” under Nasdaq rules .
- Committee assignments (no chair roles):
- Audit Committee member (Chair: Yen‑Hsin Chou; Chou designated “audit committee financial expert”) .
- Compensation Committee member (Chair: Norimi Sakamoto) .
- Corporate Governance & Nominating Committee member (Chair: Yoshinobu Odaira) .
- Attendance: Director/committee meeting attendance rates not disclosed in the latest proxy (no explicit attendance table located) .
- Board context and oversight load:
- March 2025: Company and Audit Committee concluded FY2023 financial statements required restatement; disclosure controls deemed not effective (material weakness) .
- CFO resigned Mar 5, 2025; CEO serving as interim CFO, increasing Audit Committee oversight demands .
Fixed Compensation
| Element | Amount/Detail | Policy/Notes |
|---|---|---|
| Director cash retainer | Not specified in 2024/2025 proxy | Latest proxy does not disclose director cash fee amounts . |
| Historical disclosure (context) | Intended $3,500 monthly per director (from 2022 proxy) | Forward‑looking intent disclosed in 2022; not reaffirmed in 2025 proxy . |
Performance Compensation
| Year | Instrument | Grant Detail | Vesting/Term | Notes |
|---|---|---|---|---|
| 2024 | Stock options to directors | None | — | Company disclosed it did not pay stock options to directors in FY2024 . |
| 2022 (company‑level program) | Stock options to 5 directors | Aggregate 76,190 options (post‑split) at $30.00 exercise price (post‑split) on Apr 16, 2022 | Fully vested at grant; 10‑year term | Disclosed at company level; individual recipients not listed . |
No director RSU/PSU program or performance metrics for director pay are disclosed in the latest proxy .
Other Directorships & Interlocks
| Director | Other Public Boards | Interlocks/Relationships |
|---|---|---|
| Hsin‑Hui Miao | None disclosed | Board states no relationships requiring Item 404 disclosure for directors, with related‑party items separately identified (e.g., land proposal involves another director, not Miao) . |
Expertise & Qualifications
- Education: Bachelor of Education, Taichung University of Education (1998) .
- Domain experience: Long tenured education administration/operations; no financial expert designation (Audit Committee financial expert is Chou) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Reference Date | Shares Outstanding |
|---|---|---|---|---|
| Hsin‑Hui Miao | 41,505 | <1% | April 28, 2025 | 16,153,055 |
No footnotes indicate pledging; no hedging/pledging policy disclosure specific to directors was identified in the proxy section searched .
Governance Assessment
- Independence and workload: Miao is independent and serves on all three key committees, which centralizes governance workload for an individual with a career background outside finance; Audit Committee financial expertise rests with the chair (Chou) .
- Control environment stressors: 2025 restatement determination and material weakness plus CFO vacancy elevate risk oversight demands on Audit Committee members, including Miao .
- Shareholder engagement signal: The January 16, 2024 annual meeting failed to reach quorum and was adjourned, a negative signal on shareholder engagement and process that the board should remediate .
- Related‑party environment: Board considered a director‑related land transaction in 2024 (subsequently terminated); while not implicating Miao, such proposals heighten the need for rigorous independent committee oversight .
- Director compensation alignment: No director option grants in FY2024; recent history shows sporadic director option grants (notably in 2022). Lack of disclosed annual equity/fee structure in 2025 limits visibility into ongoing alignment mechanisms .
RED FLAGS
- Financial reporting: Restatement of 2023 financials; disclosure controls not effective (material weakness) .
- Finance leadership continuity: CFO resignation with CEO acting as interim CFO .
- Shareholder process: No quorum at 2024 annual meeting; meeting adjourned .
- Related‑party proposals: Proposed issuance of stock to acquire land from director (terminated) underscores conflict risk requiring vigilant independent oversight .
Equity Ownership (Detail Table Extract)
| Name | Shares | % of Class |
|---|---|---|
| Hsin‑Hui Miao | 41,505 | <1% |
As of April 28, 2025, ABVC had 16,153,055 shares outstanding .