Tsung-Shann Jiang

About Tsung-Shann Jiang

Dr. Tsung‑Shann (T.S.) Jiang (age 71) is ABVC’s Chief Strategy Officer (since Sep 2019), Chief Scientific Officer (since Jun 15, 2023), and a Director. He holds a BS in Engineering/Chemical Engineering from National Taiwan University (1976), an MS and PhD from Northwestern University (1981), and an EMBA from National Taiwan University (2007) . ABVC’s recent operating performance during his executive tenure remains early-stage and volatile: quarterly revenue rose from ~$0.15M in Q4’23 to ~$0.80M in Q3’25 while EBITDA stayed negative (see “Performance & Track Record”)—indicative of development-stage economics rather than operating scale-up [GetFinancials]. He is non‑independent and part of a family group with significant influence at ABVC (see “Board Governance” and “Related‑Party Transactions”) .

Past Roles

External Roles

Fixed Compensation

Multi‑year compensation (Named Executive Officer):

Notes:

• No target bonus % or non‑equity incentive payouts disclosed for Dr. Jiang; ABVC indicates no material bonus or profit‑sharing plans for executives beyond equity at Board discretion .
• Director equity grants were not made in FY2024 .

Performance Compensation

Equity awards and vesting:

• No disclosed annual performance metric framework (e.g., revenue, EBITDA, TSR) or weightings tied to incentive payouts for Dr. Jiang in the proxy; equity grants appear time-based and, for Apr 16, 2022, were fully vested at grant .
• Clawback: Company disclosed no recoupment events under the compensation recovery policy in the last fiscal year (Item 402(w)) .

Equity Ownership & Alignment

Additional alignment details:

• Options outstanding (all exercisable): 21,649 aggregate across three grants (see table above) .
• Pledging/hedging: No pledging or hedging disclosures for Dr. Jiang identified in the proxy -.
• Ownership guidelines: Not disclosed for executives/directors -.
• Significant family and affiliated ownership influences governance and control (see below) -.

Employment Terms

• Roles/tenure: ABVC Chief Strategy Officer since Sep 1, 2019; appointed CSO on Jun 15, 2023 . Director standing for re‑election in 2025 .
• Contract: Reelected in 2022; contract renewed for another three years (for CSTRO role) .
• Severance/change‑of‑control: No specific Dr. Jiang agreement terms disclosed. (Example CEO agreement terms are disclosed separately, but not applicable here) -.
• Non‑compete/non‑solicit: Not disclosed .
• Clawback: No recoupment triggered; policy referenced (Item 402(w)) .

Performance & Track Record

Recent quarterly performance context (company-level):

Values marked with * retrieved from S&P Global via GetFinancials.

• Commentary: Revenue is lumpy and modest, consistent with licensing/CDMO early-stage profile; EBITDA and net income remain negative, reflecting pipeline investment and limited scale [GetFinancials]. The company also disclosed a 2023 financial restatement in the 2024 Annual Report context (auditor change) .

Board Governance

• Current roles: Director; also serves as CSTRO and CSO (dual operating and oversight roles) .
• Committee memberships: Not listed as a member of Audit, Compensation, or Nominating committees; those committees are comprised solely of independent directors .
• Independence: Not independent; Board independence deemed to include Odaira, Chung, Sakamoto, Chou, and Miao .
• Board structure: Separate Chair (Eugene Jiang) and CEO (Uttam Patil); Board oversees risk; day‑to‑day risk management by management .
• Family relationships: Brothers on the Board (Drs. Tsang‑Ming and Chang‑Jen Jiang); Chairman Eugene Jiang is Dr. T.S. Jiang’s son; 2023 proxy also disclosed marital relationship between Shuling Jiang (director) and Dr. Jiang .
• Director compensation: Company did not grant stock options to directors in 2024; cash retainers not disclosed .
• Attendance/lead independent director/executive sessions: Not disclosed -.

Related‑Party Transactions (Governance red flags)

• Rgene agreements: Service Agreement (up to $3.0M milestones) and a $1.0M 5% convertible loan (now converted, raising ABVC’s stake to ~37% in 2025); Dr. Jiang nominated to Rgene’s Board via the loan .
• Loans/advances: “Due to Jiangs” (family) rose to $274,170 at 12/31/24 (non‑interest, on demand) .
• Land transaction with director/family member: Proposed purchase of land from director Shuling Jiang in Taiwan via issuance of stock/warrants, potentially >20% dilution; renegotiation and shareholder approval process; includes exchange cap and beneficial ownership limits -.
• Equity plan overhang: Proposal to increase Plan share reserve to ~15% of outstanding (with annual 5% automatic increases until an additional 15% reached), elevating potential dilution and insider equity capacity -.

Compensation Structure Analysis

• Mix and trend: Dr. Jiang’s cash salary has been fixed at $200k (2022–2024); equity shifted from option awards (2022) to stock awards in 2024; no cash bonus or disclosed performance‑metric payouts—indicates limited pay‑for‑performance linkage -.
• Equity terms: Multiple fully‑vested, long‑dated options suggest limited ongoing retention hooks from those grants; however, expanded equity plan capacity may support future retention awards -.
• Clawback: Policy exists; no recoveries reported amid a 2023 restatement disclosed with the 2024 Annual Report context .

Director Service, Independence, and Dual‑Role Implications

• Dr. Jiang’s concurrent executive and director roles, alongside family members on the Board and in management, create heightened independence concerns and potential conflicts of interest (especially given related‑party transactions) - - .
• The Chair/CEO split is positive, but concentrated family influence (e.g., YuanGene voting control appointed to Eugene Jiang) can diminish minority shareholder safeguards .

Investment Implications

• Alignment and retention: A 3.37% beneficial stake (including significant direct holdings) indicates meaningful economic alignment; however, many of Dr. Jiang’s options are already fully vested (less retention utility), and no disclosed performance metrics underpin variable pay—diluting pay‑for‑performance rigor .
• Governance risk: Extensive related‑party dealings (Rgene, family loans, land transaction), family control dynamics, and non‑independence elevate governance risk and potential minority shareholder disadvantage - - .
• Dilution and trading signals: The proposed expansion and annual auto‑increase of the equity plan and the potential share issuance for the related‑party land deal signal elevated dilution risk and potential incremental insider selling capacity over time—factors that can pressure shares and increase volatility around approval/event dates - -.
• Execution risk: Company fundamentals remain pre‑scale with negative EBITDA and losses, and a restatement was disclosed in the 2024 reporting context—underscoring development and control‑environment risk while the pipeline progresses [GetFinancials] .

Net: Dr. Jiang’s sizable ownership and deep domain and operating experience are positives for strategic continuity. However, absent explicit performance‑metric‑based incentives, fully vested legacy options, and ongoing related‑party/governance complexities, the compensation‑governance setup skews toward alignment via ownership rather than robust pay‑for‑performance safeguards—warranting heightened monitoring of dilution events, RPT approvals, and insider transactions.

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