Ting-Chuan Lee
About Ting-Chuan Lee
Ting‑Chuan Lee, age 42, has served on Ainos, Inc.’s (AIMD) board since April 2021. She is not classified as an independent director by the board (only three directors—Wen‑Han Chang, Yao‑Chung Chiang, and Pao‑Sheng Wei—are deemed independent). Lee also serves as a manager in the CEO office at Ainos, is chairperson of AI Nose Corporation (since March 2016), and a director of Taiwan Carbon Nano Technology Corporation (TCNT) (since July 2012). She holds a master’s degree in science from National Taiwan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AI Nose Corporation | Chairperson | Mar 2016 – Present | Leadership in related diagnostics venture |
| Taiwan Carbon Nano Technology Corp. (TCNT) | Director | Jul 2012 – Present | Interlock with AIMD’s controlling shareholder; related‑party exposure |
| Ainos, Inc. | Manager, CEO Office | Current | Internal managerial role; raises independence concerns |
External Roles
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| AI Nose Corporation | Private | Chairperson | Affiliated business in AIMD’s technology domain |
| Taiwan Carbon Nano Technology Corp. (TCNT) | Taiwan corporation (controlling shareholder of Ainos KY) | Director | TCNT controls Ainos KY, which holds majority voting power at AIMD; extensive related‑party transactions |
Board Governance
- Independence: Lee is not listed among AIMD’s independent directors (only Chang, Chiang, and Wei are independent under SEC/Nasdaq standards) .
- Committees: Audit Committee members are Chang, Chiang, Wei (chair Wei); Compensation Committee members are Chang (chair) and Wei—Lee is not on either committee .
- Tenure: Director since April 2021 .
- Control/Voting arrangements: Ainos KY has voting agreements that include the “Tsai Group” (Chun‑Hsien Tsai, Ting‑Chuan Lee, Chun‑Jung Tsai, Chung‑Yi Tsai), consolidating influence; additional voting agreements exist with ASE Test and TCNT .
- Related‑party ecosystem: TCNT (where Lee is a director) is AIMD’s controlling shareholder via Ainos KY and counterpart on material IP licenses and development agreements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director cash fees ($) | 0 | 0 |
| Director stock awards – grant date fair value ($) | 162,250 | 84,067 |
| Total director compensation ($) | 162,250 | 84,067 |
| Non‑Employee Director Compensation Policy (2021 NEDCP) | Amount ($) |
|---|---|
| Annual Board retainer – All eligible directors | 12,000 |
| Chairperson of the Board | 14,000 |
| Audit Committee – Chair | 7,000 |
| Compensation Committee – Chair | 4,500 |
| Audit Committee – Member | 4,000 |
| Compensation Committee – Member | 3,000 |
Notes:
- Despite the policy cash retainers, Lee received no cash fees in 2023–2024; her compensation was entirely in equity grants for those years .
Performance Compensation
| Equity Element | Program | Grant Size/Structure | Vesting |
|---|---|---|---|
| Appointment RSUs (non‑employee directors) | 2021 NEDCP under 2021 SIP | 22,000 RSUs adjusted to 4,400 shares post 1‑for‑5 reverse split | Three equal annual installments; first installment vests at end of the first six‑month period, then at six‑month periods over next two anniversaries, subject to continuous service |
- 2023 director stock awards (grant‑date value): $162,250 .
- 2024 director stock awards (grant‑date value): $84,067 .
- No disclosed performance metrics tied to director equity grants; vesting is time‑based .
Other Directorships & Interlocks
| Entity | Role | Overlap/Conflict Note |
|---|---|---|
| TCNT | Director | TCNT controls Ainos KY, which holds AIMD’s majority voting power; TCNT is party to sizable related‑party IP licenses and development arrangements with AIMD . |
| AI Nose Corporation | Chairperson | Strategic adjacency to AIMD’s AI Nose/POCT focus; affiliation with entities transacting IP/technology relevant to AIMD . |
Expertise & Qualifications
- Education: Master’s degree of science, National Taiwan University .
- Sector exposure: Leadership at AI Nose; board role at TCNT (materials/nanotechnology and medical device IP), aligning with AIMD’s diagnostics and POCT strategy .
Equity Ownership
| As‑Of Date (Share Base) | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Mar 7, 2025 (15,433,257 shares o/s) | 331,432 | 2.15% |
| Aug 5, 2024 (8,045,406 shares o/s) | 95,231 | 1.18% |
Additional ownership/oversight notes:
- Voting agreements consolidate control among Ainos KY, ASE Test, TCNT, and the Tsai Group (which includes Lee) .
- Company states no known pledging arrangements of company securities; hedging/shorting is prohibited by insider trading policy .
- AIMD has no stock ownership policy for directors/executives .
Governance Assessment
- Independence and conflicts: Lee is not independent and holds a managerial role within Ainos while simultaneously serving as a director of TCNT, the controlling shareholder via Ainos KY. This, combined with her inclusion in the “Tsai Group” voting agreements, presents material related‑party and control concerns that can impair minority shareholder protections. RED FLAG .
- Committee oversight: She is not on Audit or Compensation, which remain composed of the three independent directors. That structure helps mitigate (but not eliminate) conflict risk given the significant volume and value of TCNT‑related transactions (IP license for 5.5M shares; ongoing patent fees; product development agreements) .
- Pay alignment and dilution risk: Director compensation has been equity‑heavy for Lee (100% equity in 2023–2024), aligning her with equity outcomes but also interplaying with frequent share issuances. AIMD sought stockholder approval to reserve additional “special stock awards” outside the 2023 plan in 2024 (up to 2.0M shares) and 2025 (up to 950k shares), indicating ongoing equity overhang/dilution risk. RED FLAG for potential dilution and pay structure opacity .
- Ownership and control: Her beneficial ownership rose to ~2.15% as of Mar 7, 2025, but the broader control rests with TCNT via Ainos KY and voting agreements. This concentrated control—combined with related‑party transactions—raises agency risk and requires robust, truly independent committee oversight and transparent approvals. RED FLAG .
- Policies: Hedging is prohibited, which is shareholder‑friendly, but there is no stock ownership guideline for directors—missed opportunity for stronger alignment .
Overall: Lee brings domain‑adjacent leadership experience but is structurally conflicted (non‑independent, managerial role, and interlocks with a controlling related party). The absence of a director ownership policy and reliance on time‑vested equity alongside repeated special equity award authorizations heighten governance and dilution concerns, placing a premium on the independence and rigor of the Audit and Compensation Committees for investor confidence .
