Jook Yuen Low
About Jook Yuen Low
Independent director of BioNexus Gene Lab Corp. since November 5, 2024; age 46 at appointment and 48 as of the 2025 proxy period. Holds an LL.B. and a Master of Business in Public Relations from Queensland University of Technology; admitted as Advocate & Solicitor of the High Court of Malaya in 2004; partner at Azura Mokhtar & Low with 20+ years’ legal experience in conveyancing, corporate law, and wealth management consulting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Court of Malaya | Advocate & Solicitor | Since 2004 | Legal practice credential |
| Azura Mokhtar & Low | Partner | Ongoing | Corporate law, banking transactions, property/real estate advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Azura Mokhtar & Low | Partner (law firm) | Ongoing | Focus areas: conveyancing, corporate agreements, wealth management consulting |
Board Governance
- Independence: Determined “independent” under Nasdaq Rule 5605(a)(2); Board has majority independent directors .
- Committees: Member, Audit Committee (Chair: Chee Keong Yap); Member, Nominating & Corporate Governance Committee (Chair: Muhammad Azrul) .
- Attendance and engagement:
- Board: 4 meetings in FY2024; Ms. Low attended 1 board meeting after her November 5, 2024 appointment .
- Committees: FY2024 included 4 Audit Committee meetings aligned to quarterly reporting and 2 executive sessions of independent directors; 2 meetings each for Nominating & Corporate Governance and Compensation Committees .
- Lead Independent Director: Board had not appointed a lead independent director given size; independent directors meet with auditors without management .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Independent Director Cash Retainer | $1,000 | Per month | Standard independent director compensation |
| Implied Annual Retainer | $12,000 | Per year | Derived from monthly rate; no additional fees disclosed |
Performance Compensation
- Equity awards/option grants to Ms. Low: Not specified in cited filings. Company’s 2024 Equity Incentive Plan authorizes director awards (options, SARs, restricted stock, other stock-based awards), with plan features summarized below .
| Plan Feature | Terms | Source |
|---|---|---|
| Option strike at grant | ≥ Fair Market Value; 10% owners ≥ 110% FMV | |
| Option term and vesting | Default 5-year term (max 10); typical vesting in five annual installments on March 31 | |
| SARs | Strike = FMV; payable in cash or shares; can be tandem with options | |
| Restricted stock | Voting/dividends; subject to forfeiture and restricted period | |
| Other stock-based awards | May include performance shares, convertible securities; can be performance-based | |
| Change-in-control | Committee discretion to accelerate vesting, assume/continue awards, or cash-out | |
| Clawback/anti-hedging | Awards subject to recoupment; exchange rules and Dodd-Frank §954 compliance |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed in company’s director background section | — | — | Background for Ms. Low lists legal practice and firm partnership; no other public boards noted |
Expertise & Qualifications
- Legal and governance: Corporate governance, legal compliance, audit oversight; background spans corporate agreements, banking transactions, and property/real estate .
- Committee-aligned skills: Audit and governance committee member, consistent with legal and compliance expertise .
Equity Ownership
| Metric | 2025-01-31 | 2025-11-14 |
|---|---|---|
| Shares Beneficially Owned | 12,616 | 1,261 |
| Ownership % of Outstanding | 0.70% (based on 17,967,663 shares outstanding) | 0.07% |
Notes:
- The company effected charter amendments in 2025; Articles of Amendment dated April 1, 2025 are referenced in later filings, consistent with post–reverse-split share counts .
Governance Assessment
- Strengths:
- Independence and committee placement enhance oversight in audit and governance .
- Legal credentials suit governance and compliance duties .
- Clear board use of executive sessions and regular audit cadence in FY2024 .
- Alignment:
- Cash retainer structure is modest; beneficial ownership (albeit small) provides some alignment; equity awards for directors are authorized under the plan though none are specified for Ms. Low in filings cited .
- Potential conflicts/related-party exposure:
- No family relationships among directors/executives; Ms. Low deemed independent; no selection arrangements disclosed; no related party ties are indicated in the cited disclosures .
- Attendance:
- Appointment late in FY2024 explains limited board meeting attendance (1 of 4); committee meeting frequency indicates structured oversight .
RED FLAGS:
- None identified in cited documents specific to Ms. Low (no hedging/pledging disclosures, tax gross-ups, option repricing, or related-party transactions noted in the filings reviewed) .