Wen-Han Chang
About Wen-Han Chang
Independent director of Ainos, Inc. (AIMD) since April 2021; age 62 as of the latest proxy. Chang is Superintendent at Mackay Memorial Hospital (since May 2023), with ~30 years in emergency medicine, and holds a Ph.D. in public health from Saint Louis University. He serves as Chairperson of the Compensation Committee and is a member of the Audit Committee; the Board has determined he is independent under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mackay Memorial Hospital | Deputy Superintendent | Aug 2015–May 2019 | Operational leadership in healthcare delivery |
| Childhood Burn Foundation of R.O.C. | President | 2019–2021 | Advocacy and nonprofit leadership |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Mackay Memorial Hospital | Superintendent | May 2023–present | No |
| Health Intelligent Medical Development Society | Chairman | Current | No |
Board Governance
- Committees: Chairperson, Compensation Committee; Member, Audit Committee .
- Independence: Determined independent under SEC/Nasdaq standards (along with Yao‑Chung Chiang and Pao‑Sheng Wei) .
- Audit committee credentials: Audit Committee members (including Chang) deemed “audit committee financial experts” per Item 407(d), based on formal education and financial management experience .
- Codes/policies: Written code of business conduct and ethics in place; insider trading policy prohibits hedging/short sales; no director stock ownership policy .
- Attendance: Not disclosed in the latest proxies.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $20,500 | $20,500 |
| Policy Component | Amount ($) |
|---|---|
| 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:
- Non‑Employee Director Compensation Policy (2021 NEDCP): Appointment grant of 22,000 RSUs, adjusted to 4,400 after 1-for-5 reverse split; vests over three years with semiannual/annual tranches .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards – grant date fair value ($) | $162,250 | $0 |
| Equity Award Policy Detail | Terms |
|---|---|
| Appointment RSU Grant | 22,000 RSUs (post-split 4,400 shares) to Non‑Employee Directors at appointment |
| Vesting Schedule | 3 equal annual installments; first on last day of six-month period from grant date; subsequent semiannual anniversaries per policy |
No director performance metrics (e.g., revenue, EBITDA, TSR) tied to director pay are disclosed; director equity is time‑based RSUs per policy .
Other Directorships & Interlocks
- No current public company directorships for Chang disclosed. External roles are hospital administration and industry/nonprofit organizations .
Expertise & Qualifications
- Healthcare leadership: Superintendent and former deputy superintendent at a major hospital; ~30 years in emergency medicine .
- Governance/compensation: Chair of Compensation Committee; participates in CEO pay and plan oversight .
- Financial oversight: Serves on Audit Committee; designated as audit committee financial expert by the Board .
- Education: Ph.D. in public health, Saint Louis University .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 106,265 | 107,733 |
| Ownership % of outstanding | 1.32% | <1% (asterisked in proxy) |
| Direct holdings | 52,932 | 54,400 |
| Indirect via spouse | 53,333 | 53,333 |
| Shares outstanding (reference) | 8,045,406 | 15,433,257 |
Policies:
- Hedging prohibited; short sales and similar transactions barred .
- No stock ownership guidelines; no pledging disclosures for Chang; proxy states the company is not aware of pledges that could result in change in control .
Governance Assessment
- Committee leadership and independence: Chang’s role as Compensation Chair and Audit member, coupled with independence status and audit financial expert designation, supports board effectiveness in pay and oversight .
- Pay mix and alignment: Year‑over‑year shift from equity ($162,250 in 2023) to cash‑only ($20,500 in 2024) reduces at‑risk director compensation exposure; however, policy still provides time‑based RSUs at appointment, not performance‑conditioned awards .
- Related‑party exposure: Significant transactions with controlling shareholder TCNT and Ainos KY (exclusive patent license for 5.5M shares; product development addenda; convertible financing from ASE aligned with Ainos KY) heighten conflict‑risk; Audit Committee (which includes Chang) is charged with approving related‑party transactions per charter .
- Ownership/skin‑in‑the‑game: Chang’s beneficial stake increased modestly (106,265 → 107,733) but fell below 1% given dilution; absence of ownership guidelines weakens formal alignment expectations .
RED FLAGS
- Concentrated control: TCNT (via Ainos KY and stock issuances) exercises majority voting power; issuance of 5,500,000 shares to TCNT for IP license materially increased control .
- Special stock awards outside 2023 SIP: Board sought shareholder approval for large special stock award reserves (2,000,000 in 2024; 950,000 in 2025), raising dilution and discretion concerns; Compensation Committee administers awards .
- No stock ownership policy: Lack of director ownership guidelines reduces structured alignment with shareholders .
