Tzau-Jin Chung
About Tzau-Jin Chung
Tzau‑Jin (“TJ”) Chung, 62, is an independent Class I director of Airgain, Inc., serving on the Board since October 2018. He is a Senior Founding Partner at Core Industrial Partners and previously served as CEO of TeletracNavman and Navman Wireless, with earlier executive roles at Brunswick Corporation and Emerson Electric. He holds a B.S. (Electrical & Computer Engineering, UT Austin), an M.S. (Computer Science, NC State), and an MBA (Duke Fuqua) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TeletracNavman | Chief Executive Officer | Jan 2013 – May 2016 | Led global SaaS telematics; operating executive track record |
| Navman Wireless | Chief Executive Officer | Jul 2007 – Dec 2012 | Grew commercial telematics platform |
| Brunswick Corporation | President, New Technologies Division | 2002 – 2007 | Innovation leadership in new tech initiatives |
| Brunswick Corporation | Chief Strategy Officer; SVP, Mercury Marine Division | (prior to 2002–2007) | Corporate strategy and marine ops leadership |
| Emerson Electric | Executive | Prior to Brunswick | Industrial/technology operating experience |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Littelfuse, Inc. | Director | Public | Current directorship |
| Fathom Digital Manufacturing Corp. | Director | Public | Current directorship |
Board Governance
- Classification and term: Class I director; current term runs to the 2026 annual meeting .
- Independence: Board determined all directors except the CEO are independent (includes Mr. Chung) .
- Committee assignments: Compensation Committee member (not Chair) .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 88% of Board and applicable committee meetings; independent directors hold regular executive sessions .
- Board structure: Independent Chair (James K. Sims); classified board structure maintained for continuity and long‑term focus .
Fixed Compensation
- Non‑employee director compensation policy (cash retainers and equity framework) :
- Annual cash retainer: $32,000 for directors; Chair retainer: $58,500 .
- Committee Chair retainers: Audit $16,000; Compensation $10,600; Nominating & Governance $8,000 .
- Committee member retainers: Audit $8,000; Compensation $5,300; Nominating & Governance $4,000 .
- Ownership guideline: ≥3× annual retainer within 3 years for new directors .
- Hedging/pledging prohibited under Insider Trading Policy .
| Director Compensation – 2024 | Amount |
|---|---|
| Cash fees earned/paid | $38,200 |
| Option awards (grant-date fair value) | $37,220 |
| Stock awards (RSUs; grant-date fair value) | $37,295 |
| Total | $112,716 |
Performance Compensation
- Structure for directors: Annual equity mix consists of stock options (Black‑Scholes value target $30,000) plus RSUs (value $30,000), with increased values for the Board Chair; annual awards vest on the first anniversary; initial awards at onboarding include options ($50,000) plus RSUs ($50,000) vesting over 3 years; all director awards vest in full immediately prior to a change in control .
- No performance‑conditioned metrics (e.g., TSR/financial goals) are used for director equity; vesting is time‑based per policy .
Other Directorships & Interlocks
- Current public boards: Littelfuse, Inc.; Fathom Digital Manufacturing Corp. .
- Compensation Committee interlocks: Company discloses no compensation committee interlocks or insider participation during 2024 (other than historical service by the Chair outside any comp‑committee tenure) .
- Annual meeting participation: Five directors attended the 2024 annual meeting (individual attendance not specified) .
Expertise & Qualifications
- Technical and operating expertise across telecommunications, wireless, industrial technology, and SaaS telematics; brings CEO‑level operating experience .
- Advanced education spanning engineering and business (ECE, CS, MBA), supporting Compensation Committee service and strategic oversight .
Equity Ownership
| Ownership Detail (as of April 14, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 89,280 |
| Ownership percentage | <1% (denoted “*” in table) |
| Options exercisable within 60 days (included above) | 57,035 |
| RSUs outstanding at 12/31/2024 (director) | 8,381 |
| Hedging/pledging policy | Prohibited for directors |
| Stock ownership guideline | ≥3× annual retainer; 3‑year compliance window for new directors |
Notes: Beneficial ownership is based on 11,794,084 shares outstanding at 4/14/2025; director’s count includes shares acquirable within 60 days via options per SEC rules .
Governance Assessment
- Strengths and alignment
- Independent director with deep operating experience relevant to connectivity and industrial technology; serves on the Compensation Committee, supporting pay‑for‑performance oversight .
- Attendance threshold met; Board maintains independent executive sessions, enhancing oversight .
- Compensation policy balances cash with equity; ownership guideline promotes alignment; hedging/pledging ban reduces misalignment risk .
- No related‑party transactions disclosed involving directors since 2023; formal related‑party policy under Audit Committee oversight .
- Potential watch items
- Multi‑board service (Littelfuse, Fathom) may increase time commitments; no overboarding concern disclosed by the company, and meeting attendance thresholds were met in 2024 .
- Red flags
- None identified in the latest proxy: independent status, no RPTs, hedging/pledging prohibited, and committee interlocks not present .
Overall: Mr. Chung appears to be an engaged, independent director with relevant domain expertise and solid alignment mechanisms (equity, ownership guideline, trading policy). No conflicts or attendance issues were disclosed; his Compensation Committee role and operating background support board effectiveness at AIRG .