Chung-Yi Tsai
About Chung-Yi Tsai
Chung-Yi Tsai (age 49) has served on Ainos, Inc. (AIMD) board since April 2021. He is a technology hardware product/business development executive, currently Senior Product Marketing Director at Alpha & Omega Semiconductor (since May 2023). He holds an MBA from Golden Gate University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpha & Omega Semiconductor | Senior Product Marketing Director | May 2023–present | Product strategy and marketing leadership |
| Renesas Electronics | Senior Product Marketing Manager | Jun 2020–May 2023 | Product marketing, portfolio management |
| Maxim Integrated | Executive Business Manager | Nov 2019–Jun 2022 | Business development and execution |
| Intersil Corporation | Senior Product Marketing Manager | Oct 2013–Nov 2019 | Product marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Taiwan Carbon Nano Technology Corporation (TCNT) | Director | Jul 2012–present | TCNT controls Ainos KY, Ainos’ controlling shareholder; extensive related-party activity with AIMD |
Board Governance
- Board size and slate: Seven directors; Tsai is a nominee and continuing director (Director since April 2021).
- Committee assignments: Audit Committee members are Wen‑Han Chang, Yao‑Chung Chiang, and Pao‑Sheng Wei (Chair). Compensation Committee members are Wen‑Han Chang (Chair) and Pao‑Sheng Wei. Tsai is not listed as a member of either committee.
- Independence: The board determined only Wen‑Han Chang, Yao‑Chung Chiang, and Pao‑Sheng Wei are independent under SEC/Nasdaq rules; Tsai is not named as independent (non‑independent).
- Governance policies: Hedging prohibited; short sales prohibited; no director/exec stock ownership policy in place; standard indemnification agreements and D&O insurance maintained.
- Attendance: Number of board/committee meetings and individual attendance rates for 2024/2025 are not disclosed in the proxies.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Board cash retainer ($) | 12,000 | 12,000 |
| Committee cash retainers ($) | 0 (not a committee member) | 0 (not a committee member) |
| Total cash ($) | 12,000 | 12,000 |
Non‑Employee Director Compensation Policy: Annual Board retainer $12,000; Audit Chair $7,000; Compensation Chair $4,500; Audit member $4,000; Compensation member $3,000. Appointment grant of 22,000 RSUs (adjusted to 4,400 shares post 1:5 reverse split on Dec 14, 2023) vests over three equal installments every six months across three years.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director stock awards grant-date fair value ($) | 162,250 | 0 |
| RSU appointment grant (shares) | 22,000 pre‑split; 4,400 post‑split vesting over 3 years | Ongoing vesting per policy |
| Special stock awards (Form 4) | — | 150,000 shares granted and vested on Mar 10, 2025 (reported Mar 12, 2025) |
The board sought shareholder approval to reserve additional “Special Stock Awards”: 2,000,000 shares in Aug 2024; 950,000 shares in Oct 2025; these are supplemental to the 2023 SIP.
Other Directorships & Interlocks
- TCNT/Ainos KY control structure: TCNT holds majority of Ainos KY; Ainos KY and TCNT together had significant voting power via multiple voting agreements in 2024–2025. Tsai is part of the “Tsai Group” party to a Jan 26, 2024 voting agreement.
- Related-party transactions:
- Aug 6, 2024: Exclusive, irrevocable patent license from TCNT to AIMD in exchange for 5,500,000 AIMD shares, giving TCNT direct equity and reinforcing control via Ainos KY—material governance red flag.
- TCNT product development agreements and patent use fees; prepayments and monthly license fees in 2024.
- Working capital note from Ainos KY; repaid Oct 7, 2024.
Expertise & Qualifications
- Functional expertise: Product marketing, semiconductors, hardware business development; MBA credential.
- Not designated as an Audit Committee Financial Expert; not on audit/comp committees.
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned (units) | 7,333 | 52,932 | 54,400 |
| Ownership % of common | 0.04% | <1% (“*”) | <1% (“*”) |
| RSUs vesting within 60 days included? | Yes (per footnote across directors) | Yes | N/A in 2025 table footnotes |
| Pledged as collateral | Company “not aware of any arrangements, including any pledge…” (general statement) |
Insider Trades
| Date filed | Transaction date | Description | Source |
|---|---|---|---|
| Jan 31, 2025 | Jan 2025 | Form 4 filed by Tsai; details available via SEC index link | |
| Mar 12, 2025 | Mar 10, 2025 | 150,000 shares granted and vested as Special Stock Awards to Tsai |
Governance Assessment
- Board role and independence: Tsai is a long‑tenured director (since 2021) but not independent; independence on AIMD’s board is concentrated in three directors (Chang, Chiang, Wei). This limits fully independent oversight, especially given related‑party transactions.
- Committee participation: Tsai does not serve on the Audit or Compensation Committees, reducing direct involvement in oversight of financial reporting and executive pay.
- Compensation alignment: Director pay shifted from significant equity awards in 2023 ($162,250) to cash‑only in 2024 ($12,000). The change reduces equity‑based alignment year‑over‑year; reasons are not disclosed.
- Ownership alignment: Tsai’s beneficial ownership increased from 7,333 (2023) to 52,932 (2024) and 54,400 (2025), still <1%—low “skin‑in‑the‑game” relative to overall control exerted by TCNT/Ainos KY.
- Conflicts and related parties — RED FLAGS:
- TCNT license for key patents in exchange for 5.5M shares (Aug 2024), plus ongoing development/licensing arrangements, with Tsai concurrently serving as TCNT director—creates direct interlock and material related‑party exposure.
- Voting agreements involving the “Tsai Group” concentrate voting power with insiders/affiliates (Ainos KY/TCNT), potentially diluting broader shareholder influence.
- Investor‑unfriendly policies: No stock ownership guidelines for directors/executives; hedging/short‑sale prohibitions exist, but absence of ownership policy weakens alignment signals.
- Disclosure gaps: No director attendance rates disclosed; no explicit committee meeting counts for the latest periods; limited transparency on performance criteria for director equity awards.
Overall, Tsai’s dual role with TCNT amid significant related‑party transactions and non‑independent status represents governance risk. Equity ownership remains modest despite influence via voting agreements, and lack of committee roles limits formal oversight engagement. Independent committee chairs and members provide some counterbalance, but concentrated control by TCNT/Ainos KY and special stock award programs merit close monitoring.
Appendix: Board/Committee and Policy References
- Board nominees and ages; Tsai age 49; Director since April 2021.
- Audit Committee composition and chair; Compensation Committee composition and chair.
- Director independence determinations.
- Non‑Employee Director Compensation Policy details and RSU vesting schedule.
- Hedging policy and absence of stock ownership policy; indemnification and insurance.
