Brian Kwon
CEMTREXAbout Brian Kwon
Brian Kwon (age 37) has served as an independent director of Cemtrex Inc. since his appointment on September 28, 2021. He is presently President and Chief Procurement Officer of H Mart, with extensive operations experience spanning purchasing, distribution, logistics, IT, HR, and e‑commerce; he completed Harvard Business School’s General Management Program. The Board has determined he meets Nasdaq independence standards and financial literacy requirements, and he serves on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H Mart | President & Chief Procurement Officer | Not disclosed | Oversight of purchasing, distribution, logistics, IT, HR, and e‑commerce functions |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| H Mart | President & Chief Procurement Officer | Private (not disclosed as public) | Career emphasis on operations; Harvard Business School GMP completed |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Metodi Filipov (members: Filipov, Kwon, Singh). The Board determined all Audit Committee members are independent and financially literate; Filipov qualifies as an “audit committee financial expert.”
- Independence: The Board designated Brian Kwon as independent under Nasdaq rules.
- Attendance and engagement: The Board held four meetings in fiscal 2024, and no director attended less than 75% of meetings; however, Brian Kwon was not in attendance at last year’s Annual Meeting of Shareholders.
- Nominating/Compensation structure: As a “Controlled Company” under Nasdaq Listing Rule 5615, Cemtrex does not maintain a Compensation Committee and does not have a standing Nominating Committee; independent directors administer the director nomination policy.
- Board leadership: CEO Saagar Govil also serves as Chairman; the Board views this structure as appropriate given company size and complexity.
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Director Cash Retainer | $5,000 | Quarterly | Directors also reimbursed for meeting-related expenses |
Performance Compensation
| Component | Grant Date | Units/Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Not disclosed for directors | — | — | — | — | No director equity awards or performance-based elements disclosed; director compensation described only as quarterly cash retainer |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company board service disclosed; no interlocks identified |
Expertise & Qualifications
- Operations and procurement expertise across purchasing, distribution, logistics, IT, HR, and e‑commerce; complements audit oversight with business operations perspective.
- Harvard Business School General Management Program; Board determined Audit Committee members meet financial literacy requirements.
Equity Ownership
| Holder | Common Shares Owned | % of Class | Preferred (Series 1 / Series C) | Notes |
|---|---|---|---|---|
| Brian Kwon | 2 | Less than 1% | None | No options or RSUs disclosed for directors; director compensation is cash retainer |
Governance Assessment
- Strengths: Independent Audit Committee membership; Board affirms independence and financial literacy for Kwon; Audit Committee met regularly and executed oversight of financial reporting, auditor independence, and internal controls in FY2024.
- Alignment concerns: Minimal personal ownership (2 common shares; <1%) and no disclosed equity awards for directors, limiting “skin‑in‑the‑game.”
- Engagement signal: Kwon missed last year’s Annual Meeting of Shareholders despite ≥75% Board meeting attendance; absence from the annual meeting may be noted for shareholder engagement tracking.
- Structural risk factors: Controlled company status reduces committee requirements (no Compensation or Nominating Committees), and CEO also serves as Chairman, concentrating leadership and limiting independent oversight.
- Related‑party exposure: Proxy discloses related‑party transactions involving the founder and CEO (Ducon Technologies and CXR, Inc. matters), but none involving Brian Kwon.
- Compliance: Section 16(a) compliance was timely for Reporting Persons in FY2024, except a late Form 4 by the CEO; no compliance issues disclosed for Kwon.
RED FLAGS (monitor): Controlled company exemptions (no Compensation/Nominating Committees), CEO as Chair, and very low director equity ownership; Kwon’s absence from the 2024 annual meeting is a minor engagement red flag.