Chan Heng Fai
AlsetAbout Chan Heng Fai
Founder, Chairman and Chief Executive Officer of Alset Inc. (AEI); age 80; director since 2018, and AEI’s largest stockholder with 90.3% beneficial ownership as of Oct 22, 2025 . Veteran financier with ~45 years’ experience restructuring companies across industries and geographies; currently also chairs AEI’s Board and holds numerous external board roles in affiliates and related companies . AEI discloses no TSR/revenue/EBITDA performance metrics for his tenure in proxy materials; compensation for Mr. Chan is formulaic (5% of annual increases in market cap and NAV) per employment agreement .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| China Gas Holdings (HKSE) | Executive Chairman | 1997–2002 | Gas pipeline operator in China; senior leadership role |
| SingHaiyi Group (SGX) | Managing Director | 2003–2013 | Singapore real estate developer; operating leadership |
| Zensun Enterprises (HKSE) | Managing Chairman; Director | 1995–2015; 1992–2015 | Investment holding company; capital markets and restructuring experience |
| Global Medical REIT (NYSE) | Director | 2013–2015 | U.S. healthcare real estate REIT board experience |
| Skywest Ltd (Australia) | Director | 2005–2006 | Public airline company board experience |
| RSI International Systems/ARCpoint (TSXV) | Director | 2014–2019 | Software company director |
| Holista CollTech (ASX) | Director | 2013–2021 | Public company director |
| OptimumBank Holdings (Nasdaq) | Director | 2018–2022 | U.S. bank holding company board |
| Sharing Services Global Corp (OTC) | Director; Chair | 2020–2025; 2021–2025 | Direct selling; chairmanship indicates influence |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Alset International (SGX) | CEO (2014–), Chair (2017–), Director (2013–) | 2013 | AEI subsidiary; major leadership roles |
| HWH International (Nasdaq) | Chair; CEO (2021–Jan 2024, and since Oct 2025) | 2021/2025 | Formerly Alset Capital Acquisition Corp (SPAC) |
| DSS, Inc. (NYSE) | Director (2017–), Chair (2019–) | 2017 | Public company chair and director |
| Value Exchange International (OTC) | Director | 2021 | Director; AEI holds large stake in VEII |
| Impact Biomedical (NYSE: IBO) | Director | Mar 2025 | Public company director |
| True Partner Capital (HKSE) | Non-executive Director | Jun 2025 | Public company non-exec director |
| Hapi Metaverse (AEI sub) | Director (2014–), Chair (since Jul 2021) | 2014 | AEI subsidiary roles |
Fixed Compensation
| Year | Base salary (AEI) | Target bonus | Actual AEI bonus paid | Other notes |
|---|---|---|---|---|
| 2024 | $448,430 | 5% of YoY increase in AEI market cap and 5% of YoY increase in AEI NAV per agreement | Not disclosed for 2024 in proxy | Summary Comp Table shows salary only for 2024 |
| 2023 | $0 | 5% market cap and 5% NAV formula | Not disclosed for 2023 in proxy | — |
| 2022 | $18; Bonus $7,836,115 total (AEI+AIL) | 5% market cap and 5% NAV formula | AEI NAV bonus of $4,800,000 paid 1/26/22; trued down to $3,614,748.55 with $1,185,251.45 repaid 4/29/22 | Additional 2021/2022 AIL bonuses disclosed in footnotes |
- Employment agreement: $1/month salary and two annual bonuses each equal to 5% of AEI market cap growth and 5% of AEI NAV growth; bonuses payable in cash or AEI stock at Mr. Chan’s election . Agreement executed Feb 8, 2021 and extended to Dec 31, 2030 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| AEI Market Capitalization Growth | Formulaic (no % weighting disclosed) | 5% of YoY market cap increase | Not quantified for 2023–2024 in proxy | Paid in cash or stock at year-end per agreement | Calculated within 7 days after Dec 31 each year |
| AEI Net Asset Value Growth | Formulaic (no % weighting disclosed) | 5% of YoY NAV increase | 2021 result led to $4.8M AEI NAV bonus paid in 2022; later trued to $3.6148M | Cash or stock; 2022 included cash with true-up repayment | Year-end calculation; true-up per audited results |
- No PSUs/options with performance hurdles are disclosed for Mr. Chan; Committee did not grant options to NEOs in 2024 .
Equity Compensation and Grants
| Grant date | Instrument | Quantity | Terms |
|---|---|---|---|
| Apr 15, 2025 | Restricted Shares (under 2025 Plan) | 1,000,000 | Granted as compensation for services; transfer restricted until Apr 15, 2026; not part of recurring annual comp |
- 2025 Plan covers up to 2,147,024 shares; options and other awards permitted; plan effective Mar 17, 2025 .
- No stock options or other NEO equity awards were granted in 2024 .
Equity Ownership & Alignment
| Date (Record) | Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|---|
| Oct 22, 2025 | Chan Heng Fai (direct) | 31,322,903 | 80.3% (of 38,999,001) | Direct holdings per table |
| Oct 22, 2025 | HFE Holdings Ltd (controlled by Chan) | 3,875,506 | 9.9% | Aggregates to 35,198,409 or 90.3% |
| Oct 8, 2024 | Chan Heng Fai (direct) | 5,845,175 | 63.3% (of 9,235,119) | 2024 ownership snapshot |
| Oct 8, 2024 | HFE Holdings Ltd (controlled by Chan) | 319,000 | 3.5% | Total 6,164,175 or 66.7% |
- Pledging/hedging: No pledging/hedging by executives is disclosed; AEI adopted an insider trading policy on Mar 19, 2025 covering trading by directors/officers .
- Options: No options held or granted to NEOs per 2024 and 2025 proxy disclosures .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreement | Feb 8, 2021; $1/month salary; annual bonuses: 5% of AEI market cap growth and 5% of AEI NAV growth; bonuses payable in cash or stock |
| Term | Extended to Dec 31, 2030 via Dec 13, 2021 supplement |
| Severance | If terminated, cash payment equal to amounts that would have been owed through the end of term, computed using highest annual remuneration historically |
| Change-of-control | Single-trigger payout equal to amounts owed through remaining term, computed using highest annual remuneration; convertible to cash |
| Clawback | Not specifically disclosed for executive bonuses; AEI code of conduct and insider trading policy in place |
| Perquisites | Company rented a Singapore apartment for CEO; $20,908 deposit; expenses of $30,315 (Q2-24) and $60,631 (H1-24); lease expired Sep 2024 and not extended |
Board Governance
- Roles: Combined Chairman and CEO; AEI retains flexibility on separation; Mr. Chan sets strategy and board agendas as Chair .
- Independence: Board deems all directors independent except Chan Heng Fai, Chan Tung Moe (his son), and Lim Sheng Hon Danny .
- Committees: Audit, Nominating & Corporate Governance, and Compensation Committees comprise independent directors (Wong Tat Keung, Wong Shui Yeung, William Wu) .
- Meetings and attendance: Board held one meeting in FY2024; each director attended . In FY2023, board held three meetings .
- Lead Independent Director: Not disclosed. Executive sessions frequency: Not disclosed.
Related-Party Transactions and Interlocks (Red Flags/Monitoring Items)
- April 15, 2025: AEI granted CEO 1,000,000 restricted shares under 2025 Plan (non-recurring) with 1-year transfer restriction .
- HWH International transactions: Multiple debt conversions and note purchases increased AEI/HWH cross-holdings; Mr. Chan also serves as HWH Chair/CEO; Board notes recusal for conflicted votes .
- Planned/closed affiliate deals:
- NEAPI acquisition from Mr. Chan: $83,000,000 convertible note at 1% (revised from prior $103.75M at 3%); convertible at $3.00/share; closed Jul 23, 2025 .
- DSS share purchase from Mr. Chan/Heng Fai Holdings: AEI to issue 3,316,488 AEI shares to acquire 982,303 DSS shares (~13.9% of DSS) subject to stockholder/Nasdaq approvals .
- VEII financing: Hapi Metaverse/AEI provided multiple convertible credit lines; AEI-related directors also serve on VEII board; AEI owns ~45.8% of VEII as of 2025 .
- Perquisite: Singapore apartment rental for CEO in 2024 (lease not renewed) .
- Insider trading controls: New insider trading policy adopted Mar 19, 2025 .
Compensation Structure Analysis
- Heavy at-risk formulaic cash tied to market cap and NAV growth; no disclosed weighting caps or downside risk apart from “true-up” adjustments after audits (could incentivize market cap actions) .
- Shift toward equity: Non-recurring 1,000,000-share RS grant in 2025 introduces potential selling overhang when transfer restriction lifts on Apr 15, 2026 .
- Guaranteed vs at-risk: Base salary immaterial ($1/month per agreement), but change-of-control/termination provides significant “make-whole” for the entire remaining term using highest historical annual compensation (material parachute for a long-dated contract through 2030) .
- No options granted; no disclosed performance share metrics beyond market cap/NAV; committee activity limited (no NEO equity awards in 2024) .
Vesting Schedules and Potential Selling Pressure
- 1,000,000 restricted shares granted Apr 15, 2025 cannot be transferred before Apr 15, 2026, creating a defined window for potential liquidity/selling pressure thereafter .
- No outstanding options; no other NEO equity grants in 2024 .
Equity Ownership & Alignment Considerations
- Extremely high insider ownership: 90.3% of AEI by Mr. Chan in 2025 (up from 66.7% in 2024), aligning control but reducing float/liquidity and minority influence .
- No pledge disclosures; new insider trading policy should mitigate trading risks .
- Stock ownership guidelines for executives/directors are not disclosed in proxy.
Director Service History and Dual-Role Implications
- Service on AEI Board since 2018; Chairman and CEO; not independent .
- Committees are fully independent (Audit, Nominating, Compensation), which partially mitigates combined Chair/CEO governance risk; however, family member (son) is Co-CEO and director, elevating independence/perceptions risk .
- Board attendance: 100% attendance at FY2024’s single board meeting; committee meeting frequencies limited (e.g., Compensation Committee did not meet in FY2024) .
Director/Executive Compensation Snapshot (context)
| Year (for Board fees) | Mr. Chan | Note |
|---|---|---|
| 2024 | N/A (comp captured in NEO table; Mr. Chan compensated by Alset International for its roles) | Non-employee directors receive quarterly cash; committee roles held by independents |
Risk Indicators
- Concentration of control (90% insider ownership) and combined Chair/CEO roles .
- Multiple related-party/affiliate transactions across HWH, VEII, DSS, and NEAPI; board states recusal and committee oversight, but governance risk remains .
- Compensation levered to market cap/NAV growth can incentivize financial engineering; robust true-up mechanism disclosed for past overpayment .
- Perquisite usage (housing) modest and discontinued; no clawback specifics disclosed .
- No say-on-pay results disclosed; limited committee meeting cadence in 2024 (Compensation Committee did not meet) .
Investment Implications
- Alignment: Extraordinary insider ownership and minimal fixed pay align incentives with equity value; however, the market cap/NAV bonus construct may encourage transactions that increase reported NAV/market cap (watch for deal terms with affiliates and fairness protections) .
- Overhang: 1,000,000 restricted shares become transferable Apr 15, 2026, potentially adding selling pressure near that date; monitor Form 4s and 10b5-1 plans around the window .
- Governance: Combined Chair/CEO and family co-CEO structure elevate governance risk; independent committees and recusals are positives, but related-party volume demands close monitoring of committee independence, fairness opinions, and minority protections .
- Retention/Continuity: Employment term through 2030 with single-trigger change-of-control/termination payouts reduces near-term retention risk but increases potential parachute costs in strategic alternatives .
- Trading signals: Track insider policy adoption effects and any subsequent insider filings; monitor affiliate deal announcements (HWH, VEII, DSS, NEAPI) for valuation impact and NAV/market cap bonus implications .