Chun-Jung Tsai
About Chun-Jung Tsai
Chun‑Jung Tsai (age 53) has served as a director of Ainos, Inc. (AIMD) since April 2021; he is also a manager of the Company’s sales team and is not classified as an independent director under SEC/Nasdaq rules . His external board roles include director seats at Ainos Inc. (Cayman), AI Nose Corporation, and Taiwan Carbon Nano Technology Corporation (TCNT), indicating deep ties to related parties and the controlling shareholder structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ainos, Inc. (AIMD) | Director | Since April 2021 | Not listed on Audit or Compensation Committees |
| Ainos, Inc. (AIMD) | Sales team manager | Current | Operational role within issuer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ainos Inc. (Cayman Islands) | Director | Since 2019 | Governance link to major shareholder Ainos KY |
| AI Nose Corporation | Director | Since March 2016 | Strategic technology interlock |
| Taiwan Carbon Nano Technology Corp. (TCNT) | Director | Since July 2012 | TCNT received 5.5M AIMD shares in 2024 license related‑party transaction |
Board Governance
- Board size is seven; nominees in 2025 included Chun‑Jung Tsai, re-elected with 98.34% “For” votes (2,630,670 for vs. 44,475 withheld), indicating strong support despite related-party ties .
- Committee memberships: Audit Committee (Chang, Chiang, Wei; Wei as Chair) and Compensation Committee (Chang as Chair, Wei); Tsai is not listed on either committee .
- Independence: The Board identifies only Chang, Chiang, and Wei as independent directors; Tsai is not independent .
- Attendance rate: Not disclosed in 2025/2024 proxies; quorum and voting mechanics detailed but no individual attendance statistics provided .
- Hedging policy prohibits short sales and hedging transactions; company has no director stock ownership policy, a governance gap for alignment .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Fees ($) | $0 | $0 |
| Committee Cash Fees ($) | $0 | $0 |
- Non‑Employee Director Compensation Policy (2021 NEDCP) cash retainers: Board member $12,000; Chair $14,000; Audit Chair $7,000; Comp Chair $4,500; Audit member $4,000; Comp member $3,000 .
Performance Compensation
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards (Grant Date Fair Value, $) | $162,250 | $81,372 |
| Instrument | RSUs under stock plans | RSUs under stock plans |
| Vesting Schedule | Appointment RSU grant of 22,000 units (adjusted to 4,400 post reverse split) vests in three equal annual installments: first installment on the last day of the six‑month period commencing on grant date; subsequent installments on the last day of the six‑month period commencing on the next two anniversaries; continuous service required |
- No option awards disclosed for Tsai as a director in 2023–2024; director equity is exclusively RSUs under the Company’s plans and special stock awards as approved by shareholders .
Performance Metrics Tied to Compensation
- The proxy does not disclose specific performance metrics for director equity (RSUs), which vest time‑based rather than performance‑based; executive pay uses corporate goals but directors’ RSUs are service‑based .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Note |
|---|---|---|
| Ainos Inc. (Cayman) | Director | Ainos KY (Cayman) is a major shareholder; Tsai is on Ainos KY’s board but does not control it; voting agreements consolidate control, including with Tsai Group . |
| TCNT | Director | TCNT licensed patents to AIMD for 5.5M AIMD shares; TCNT influences control via Ainos KY and direct ownership—material related‑party exposure . |
| AI Nose Corp. | Director | Affiliate alignment with issuer technology strategy . |
Expertise & Qualifications
- Sales management experience within AIMD; external governance experience across Ainos KY, AI Nose, and TCNT—indicative of deep ecosystem ties rather than independent oversight credentials .
- No “audit committee financial expert” designation; Audit Committee experts are Chang, Chiang, and Wei .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Chun‑Jung Tsai | 327,900 | 2.12% |
- Footnote indicates Tsai serves as director of Ainos KY but does not control its board; Ainos KY and TCNT collectively control significant voting power via voting agreements and issuances, which raises alignment and control considerations .
- Company states it is not aware of any pledging arrangements, mitigating a key red flag on collateralization of shares .
- Hedging prohibited; no director stock ownership policy (lack of formal ownership guidelines is a governance deficiency) .
Governance Assessment
- Independence and committee effectiveness: Tsai is not independent and holds no audit/comp committee roles, limiting direct oversight contributions; oversight resides with independent directors Chang/Chiang/Wei .
- Ownership alignment vs. control risks: Tsai’s 2.12% stake supports alignment, but extensive interlocks (Ainos KY, TCNT, AI Nose), voting agreements involving the Tsai Group, and TCNT’s 5.5M share issuance signal elevated related‑party influence and potential conflicts in strategic and capital decisions .
- Compensation mix: Director pay for Tsai is entirely equity (RSUs), with zero cash fees—strong long‑term alignment via stock, but absent performance metrics and amid related‑party dynamics, investors should scrutinize dilution and special stock awards .
- Attendance and engagement: No meeting attendance disclosure; however, strong re‑election vote (98.34% For) indicates current shareholder support despite governance risks .
- Policies and safeguards: Prohibition on hedging is positive; lack of stock ownership policy is a gap; indemnification/insurance standard; committee charters aligned with Nasdaq requirements .
RED FLAGS
- Not independent; significant ties to controlling shareholder and key affiliates (Ainos KY, TCNT) .
- Material related‑party transactions (TCNT license for 5.5M shares) and voting agreements including Tsai Group consolidate control—potential misalignment with minority shareholders .
- No director stock ownership policy—reduced formal alignment standards .
Positives
- Equity‑heavy director compensation enhances economic alignment with shareholders .
- Strong shareholder support in 2025 director election (98.34%) suggests market confidence, at least near‑term .
