Yao-Chung Chiang

About Yao-Chung Chiang

Yao-Chung Chiang, age 73, has served as an independent director of Ainos, Inc. (AIMD) since April 2021 and is a member of the Audit Committee (since August 2021). He holds a Ph.D. in Mechanical Engineering from the University of Wisconsin–Madison and has extensive leadership experience as chairman of Taiwan High Speed Rail Corporation (Oct 2016–Jan 2025) and prior chair roles at China Steel Corporation, China Airlines, Kaohsiung Rapid Transit Corporation, and China Steel Chemical Corporation. He is also an independent director at Radiant Opto‑Electronics (since June 2012) and previously at Tyntek Corp (June 2015–July 2021). AIMD’s Board has determined Chiang is independent under SEC and Nasdaq rules and that Audit Committee members (including Chiang) qualify as “audit committee financial experts.”

Past Roles

Organization	Role	Tenure	Committees/Impact
China Steel Corporation	Chairman	Not disclosed	Leadership of major industrial enterprise
China Airlines	Chairman	Not disclosed	Oversight of national carrier
Kaohsiung Rapid Transit Corporation	Chairman	Not disclosed	Public infrastructure governance
China Steel Chemical Corporation	Chairman	Not disclosed	Specialty chemicals oversight

External Roles

Organization	Role	Tenure	Committees/Impact
Taiwan High Speed Rail Corporation	Chairman	Oct 2016–Jan 2025	Strategic leadership of public transportation
Radiant Opto‑Electronics	Independent Director	Since June 2012	Corporate governance in opto-electronics
Tyntek Corp	Independent Director	June 2015–July 2021	Semiconductor governance

Board Governance

Board size: 7 directors; Chiang has been a director since April 2021.
Independence: AIMD determined Chiang is independent under SEC and Nasdaq rules.
Committee assignments: Audit Committee member; Audit Committee chaired by Pao‑Sheng Wei; Compensation Committee chaired by Wen‑Han Chang (Chiang is not a member).
Financial expert: The Board determined all Audit Committee members (including Chiang) are “audit committee financial experts.”
Attendance: Not disclosed in the 2025 DEF 14A.

Fixed Compensation

Year	Fees Earned (Cash) ($)	Stock Awards ($)	Total ($)
2024	16,000	0	16,000

Applicable AIMD Non‑Employee Director Compensation Policy (2021 NEDCP):

Component	Annual Amount ($)
Board Service Retainer (All eligible directors)	12,000
Audit Committee Member Retainer	4,000
Audit Committee Chair Retainer	7,000
Compensation Committee Member Retainer	3,000
Compensation Committee Chair Retainer	4,500

Notes:

Chiang’s 2024 cash fees of $16,000 align with the board retainer ($12,000) plus Audit Committee membership ($4,000).
No meeting fees are disclosed; cash retainers vest upon payment.

Performance Compensation

Equity awards (director policy): On appointment, each non‑employee director automatically receives 22,000 RSUs (adjusted to 4,400 shares after the 1‑for‑5 reverse split on Dec 14, 2023), vesting in three equal installments per policy cadence.
2024 stock awards reported for Chiang: $0.

Vesting cadence (per policy):

RSU Appointment Grant	Adjusted Shares	Vesting Schedule
22,000 RSUs	4,400 shares (post 1:5 split)	Three equal installments; first vests 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.

Other Directorships & Interlocks

External Board	Role	Overlap/Interlock with AIMD Ecosystem
Radiant Opto‑Electronics	Independent Director	No related‑party dealings disclosed with AIMD.
Tyntek Corp (prior)	Independent Director	No AIMD link disclosed.
Taiwan High Speed Rail (prior)	Chairman	No AIMD link disclosed.

Related‑party governance context at AIMD: Significant related‑party transactions with TCNT, Ainos KY, and ASE, overseen by the Audit Committee.
Controlling shareholder: TCNT controls AIMD via Ainos KY and direct ownership/voting agreements.

Expertise & Qualifications

Ph.D. in Mechanical Engineering (University of Wisconsin–Madison).
Audit Committee financial expert designation by the Board.
Decades of leadership in transportation, industrials, and technology sectors (chair roles and independent directorships).

Equity Ownership

Holder	Beneficial Ownership (Shares)	% of Common Stock	Direct	Indirect (Spouse)
Yao‑Chung Chiang	56,400	<1%	54,400	2,000 (Hsiu‑Hwei Tsai Chiang)

Pledging/hedging: AIMD prohibits hedging and short sales; no stock ownership policy exists.
Ownership guidelines: None; no formal multiple‑of‑retainer/compensation requirement disclosed.

Governance Assessment

Strengths:
- Independent director and Audit Committee financial expert; brings seasoned oversight to related‑party reviews amidst extensive transactions with affiliates (TCNT/Ainos KY/ASE).
- Meaningful, albeit sub‑1%, personal share ownership with additional spousal holdings, aligning interests to a degree.
- Hedging and short‑sale prohibitions promote alignment and discourage short‑term speculation.
Concerns / RED FLAGS:
- No stock ownership policy for directors—weakens formal alignment requirements (governance gap).
- Company’s control structure (TCNT via Ainos KY and voting agreements) concentrates influence; raises heightened need for rigorous independent oversight by audit members (including Chiang).
- 2025 proxy seeks reservation of 950,000 “special stock awards” outside the 2023 SIP—adds complexity and potential dilution; not performance‑based for directors.
- Attendance metrics (board/committee) not disclosed, limiting transparency on engagement.
- 2024 director compensation shows 100% cash for Chiang with no new equity grants reported—limited ongoing equity refresh in the year (though appointment RSUs were policy‑based at hire).
Implications for investors:
- Chiang’s financial expertise and independence are positive for audit oversight amid material related‑party arrangements; however, absence of ownership guidelines and concentrated control heighten governance risk, making the Audit Committee’s execution (and disclosures on attendance/engagement) pivotal for investor confidence.