Kelvin Wong
BIO KEY INTERNATIONALAbout Kelvin Wong
Kelvin Wong (Wong Kwok Fong), 61, is Vice-Chairman of BIO-key International’s board, a director since December 4, 2015, and Managing Director of BIO-key Hong Kong since August 2016; he co-founded China Goldjoy Group and previously served as its Chairman and CTO, bringing deep manufacturing, supply chain, and Asian market expertise to BKYI . BKYI’s pay-versus-performance disclosure shows multi-year net losses and very weak TSR, with compensation structures focused on revenue milestones; at the company level revenues declined in FY 2024 and EBITDA losses improved versus FY 2023, while TSR fell significantly over 2022–2024 .
Company performance context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 7,020,258 | 7,754,905 | 6,929,571 |
| EBITDA ($) | -7,694,528* | -8,396,623* | -3,613,032* |
| TSR – Value of $100 Investment ($) | 26.43 | 7.53 | 4.29 |
| Net Loss ($) | 11,909,903 | 8,521,837 | 4,300,692 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BIO-key International | Director | Dec 2015–present | Board leadership on Asian market strategy and technology; broadened skills in biometrics and payments |
| BIO-key International | Vice-Chairman of the Board | Mar 2019–present | Governance influence; supports CEO/Chairman in board leadership |
| BIO-key Hong Kong (subsidiary) | Managing Director | Aug 2016–present | Led Asia operations and commercial development; leveraged electronics network |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| China Goldjoy Group (HK-listed) | Co-founder; Chairman | 1997–Aug 2015 | Drove substantial growth; built manufacturing and electronics/supply chain footprint across HK/China |
| China Goldjoy Group | Chief Technology Officer | Through Oct 2016 | Technology leadership; biometrics/payment systems experience |
Fixed Compensation
- Director pay: Wong receives no additional compensation for serving on BKYI’s board (director fees apply only to non-employee directors) .
- Executive pay disclosure: Wong is not a named executive officer (NEO) in BKYI’s proxy; no base salary, target bonus, or cash compensation details are disclosed for his executive role at the subsidiary .
- Company pay design (context): Executive cash comp comprises base salary and annual performance-based cash bonuses; base targeted slightly below peers with bonus opportunity slightly above; bonuses historically tied to revenue milestones .
Performance Compensation
- Equity awards policy: Company uses equity compensation to align executives with shareholders; in 2024 and 2023 it issued restricted stock to NEOs recognizing prior revenue growth/integration achievements; no stock options granted in 2024 .
- Performance metrics: Annual bonuses have historically been based on achievement of revenue milestones; revenue targets were not achieved in 2022 or 2023 (NEO context; Wong-specific metrics not disclosed) .
- Clawback: A formal clawback policy exists; no recovery was required from executives for 2023 restatements .
Not disclosed for Wong: metric weightings, targets, actuals, payouts, and any vesting schedules specific to his awards .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | Ownership % of S/O | Direct Common Shares | Options (exercisable ≤60 days) | Restricted Stock (total) | Unvested Restricted Stock |
|---|---|---|---|---|---|---|
| Jun 20, 2025 | 35,480 | <1% | 30,212 (calc: 35,480−232−5,036) | 232 | 5,036 | 4,435 |
| Jul 1, 2024 | 31,878 | 1.8% | 30,627 (calc: 31,878−464−787) | 464 | 787 | 371 |
- Hedging/Pledging policy: Hedging transactions are prohibited; shares cannot be held in margin accounts; pledging is prohibited while in possession of MNPI .
- Stock ownership guidelines: Not disclosed; plan administration allows the committee to impose restrictions designed to align equity ownership with shareholder interests .
Employment Terms
- Contract terms, severance, and non-compete for Wong: Not disclosed (NEO agreements are disclosed for CEO/CFO/CLO only) .
- Change-in-control (plan-level): Under BKYI’s 2015 and 2023 stock plans, a change in control may accelerate vesting of options and terminate forfeiture restrictions on restricted stock; the 2023 Plan also enables accelerated vesting and/or cash-out at discretion of the committee, with triggers including 40%+ beneficial ownership or board turnover .
- Related party/standstill constraints: Securities purchase agreements with Wong (2015) include a standstill prohibiting him from acquiring additional common shares, soliciting proxies, or seeking board representation; Wong serves as Co-Chairman/exec officer under this constraint . Wong was initially appointed to the board via preferred holders’ nomination (Series A-1) .
Board Service, Committees, Independence
- Board tenure: Director since Dec 4, 2015; Vice-Chairman since Mar 2019 .
- Committee roles: Audit, Compensation, and Nominating committees are comprised of independent directors (Williams, Michel, Alia); Wong is not listed as a member of these committees .
- Independence: The board identifies Michel, Alia, and Williams as independent; Wong (an executive officer) is not independent .
- Attendance: In 2024 all directors attended at least 75% of board/committee meetings .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director, which concentrates power and raises oversight concerns .
Compensation Structure Analysis
- Mix shift: Company moved away from options in 2024, emphasizing restricted stock awards (lower risk than options) .
- Pay-for-performance linkage: Cash bonuses tied to revenue milestones were not achieved in 2022–2023; equity grants recognized integration/revenue achievements, increasing the guaranteed/retained component via time-vested awards (NEO context; Wong-specific awards not enumerated) .
- Governance safeguards: 2023 Plan prohibits repricing “underwater” options without shareholder approval; includes dividend restrictions on unvested awards and a non-employee director compensation cap .
Risk Indicators & Red Flags
- Financial reporting risk: 2023 interim financials were restated due to revenue/accounts receivable errors; material weakness previously disclosed; clawback policy applied but no recoveries were required .
- Governance concentration: CEO as Chairman with no Lead Independent Director; Wong as Vice-Chairman and executive reduces board independence profile .
- Equity overhang/dilution: If the 2023 Plan amendment is approved, potential dilution could rise to ~15% (overhang), with 785,497 shares available for future grants; options outstanding are minimal, restricted stock dominates .
Investment Implications
- Alignment: Wong has meaningful direct and unvested restricted stock exposure, supporting some alignment; hedging is banned and pledging constrained, reducing misalignment risk .
- Selling pressure: The sizeable unvested restricted stock (4,435 shares as of Jun 20, 2025) implies vest-driven supply over coming periods, though specific vest dates are undisclosed .
- Governance/oversight: Concentrated leadership (CEO-Chairman) plus non-independent Vice-Chairman role increases reliance on independent committees (which exclude Wong) for compensation and audit oversight—neutral to modestly negative for minority holders if committee rigor weakens .
- Performance backdrop: Revenues fell in FY 2024 and TSR deteriorated sharply over 2022–2024, while EBITDA losses narrowed; equity-heavy comp during weak TSR can be perceived as misaligned unless performance targets tighten and are achieved .