Pao-Sheng Wei
About Pao‑Sheng Wei
Pao‑Sheng Wei (age 67) is an independent director of Ainos, Inc. (AIMD) since June 2022. He serves as Chairperson of the Audit Committee and is a member of the Compensation Committee; the Board has determined he is independent under SEC/Nasdaq rules and qualifies as an “audit committee financial expert.” He previously chaired major Taiwan financial institutions and holds an MBA from George Washington University, bringing deep financial oversight experience to AIMD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shin Kong Financial Holding Co., Ltd | Chairman | Jun 2024 – Jul 2025 | Financial leadership; oversight of financial reporting and risk |
| Shin Kong Life Insurance Co., Ltd | Chairman | Jun 2023 – Jul 2025 | Insurance governance, prudential oversight |
| KGI Bank Co., Ltd | Chairman | Sep 2014 – Jun 2022 | Banking oversight; capital/risk management experience |
| Securities and Futures Bureau, FSC (Taiwan) | Division Director, Corporate Finance | Not disclosed | Securities regulation; issuer oversight background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nuvoton Technology Corporation | Independent Director | Since Jun 2022 | Semiconductor governance; independent board role |
Board Governance
- Committees: Audit (Chair: Wei; members: Wen‑Han Chang, Yao‑Chung Chiang); Compensation (Chair: Wen‑Han Chang; member: Wei). Both committees comply with Nasdaq and SEC requirements; charters available on the company website .
- Independence: Wei is classified as independent; Board independence determinations considered background, affiliations, ownership, and related party transactions .
- Financial Expert: Wei (and all Audit Committee members) are designated “audit committee financial experts” under Item 407(d) of Regulation S‑K .
- Board composition: Seven directors; Wei nominated for re‑election with other incumbents at the 2025 annual meeting .
- Policies: Hedging is prohibited for directors under the insider trading policy; the company does not have a director stock ownership guideline/policy. Standard indemnification agreements and D&O insurance are in place .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $22,000 | $22,000 |
| Stock awards ($) | $162,250 | $0 |
| Total ($) | $184,250 | $22,000 |
| Non‑Employee Director Compensation Policy (2021 NEDCP) | Amount ($) |
|---|---|
| Annual Board Service Retainer – All Eligible Directors | $12,000 |
| Chairperson of the Board | $14,000 |
| Audit Committee – Chair Retainer | $7,000 |
| Compensation Committee – Chair Retainer | $4,500 |
| Audit Committee – Member Retainer | $4,000 |
| Compensation Committee – Member Retainer | $3,000 |
Notes: Cash fees are paid quarterly in arrears; all annual cash fees vest upon payment .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Appointment Grant (RSUs) | 22,000 RSUs (adjusted post 1‑for‑5 reverse split to 4,400 shares) automatically granted at appointment; granted under 2021 Stock Incentive Plan |
| Vesting Schedule | Three equal annual installments: first vests on last day of the 6‑month period commencing on grant date; subsequent installments vest on last day of 6‑month periods commencing on each of the next two anniversaries, subject to continuous service |
| Director Performance Metrics | None disclosed for director equity; policy describes grants and vesting only |
Wei’s actual director stock awards varied by year (see Fixed Compensation table); 2023 included stock awards, 2024 did not for independent directors .
Other Directorships & Interlocks
| Entity | Relationship to AIMD | Potential Interlock/Conflict |
|---|---|---|
| Nuvoton Technology Corporation | No AIMD transaction disclosed | No related‑party transaction disclosed involving Wei; independence affirmed |
| Shin Kong Financial Holding / Shin Kong Life Insurance | No AIMD transaction disclosed | No related‑party transaction disclosed involving Wei; roles ended July 2025 |
The proxy’s related‑party section does not disclose transactions involving Wei or his affiliated entities; independence determinations accounted for such relationships .
Expertise & Qualifications
- Financial oversight: Former chairman across banking and insurance; prior securities regulator; designated audit committee financial expert .
- Education: MBA, George Washington University .
- Industry exposure: Technology governance via Nuvoton board; cross‑sector experience relevant to AIMD’s scaling and capital markets engagement .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Aug 5, 2024 | 52,932 | <1% (*) |
| Mar 7, 2025 | 54,400 | <1% (*) |
Notes: “*” represents beneficial ownership of less than 1% as indicated in the proxy tables; 2025 table based on 15,433,257 shares outstanding . Company states it is not aware of pledging arrangements that could result in a change in control; no disclosure of shares pledged by Wei .
Governance Assessment
- Strengths
- Independent director serving as Audit Chair and designated financial expert; strengthens financial reporting oversight and risk management .
- Hedging prohibitions improve alignment, and standard indemnification/D&O coverage supports robust board function .
- External leadership and regulatory background enhance committee effectiveness and board competency .
- Watch Items / RED FLAGS
- No director stock ownership policy could weaken long‑term alignment; Wei’s stake is <1% .
- 2024 annual director equity awards absent for independent directors while special stock awards were separately approved by shareholders; monitor dilution/award discretion and Compensation Committee governance of equity grants .
- Attendance data not disclosed; engagement cannot be independently verified from the proxy (no meeting attendance table found).
- Implications for investors
- Wei’s profile supports audit quality and capital markets discipline. The lack of ownership guidelines and year‑to‑year variability in director equity grants warrant monitoring of compensation structure and alignment over time. Special stock award authorizations increase potential dilution and place emphasis on Compensation Committee oversight and disclosure quality .
