Fernando Chen I-Ting
ZW Data Action TechnologiesAbout Fernando Chen I-Ting
Fernando Chen I‑Ting is an independent non‑executive director of ZW Data Action Technologies Inc. (ticker: CNET) appointed on October 3, 2024; he was age 41 at appointment and 42 in the 2025 proxy. He brings 15+ years of commercial sales experience across public authority, law enforcement, and defense sectors in Southeast Asia, with a Bachelor’s degree in Marketing from the University of Auckland. His regional remit spans Taiwan, the Philippines, Vietnam, and Japan, and biographies emphasize strategic insight in the Asia region .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marck & Balsan Group | Partner and Asia Commercial Sales Program Manager | 2019–present | Regional leadership in Taiwan, Philippines, Vietnam, Japan |
| GK Pro Group | Partner; Asia Sales (law enforcement personal protection gear) | 2014–2019 | Sector expertise in law enforcement equipment |
| Seggan International Limited | Apprentice in trading materials/equipment across US, Europe, NZ, Japan, Taiwan | Prior to 2014 (date not specified) | Early career development; multi‑market exposure |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in CNET filings |
Board Governance
- Independence: The Board determined Fernando Chen I‑Ting is “independent” under Nasdaq Rule 5605(a)(2) and meets Exchange Act Rule 10A(m)(3) audit committee criteria (disclosed in 2024 and 2025 proxies and FY2024 10‑K) .
- Board leadership: CEO also serves as Chairman (and Acting CFO in filings); Board has not designated a lead director, with independents collaborating in executive sessions given a small board .
- Committee assignments: As of the 2024 proxy, committees comprised solely independent directors; membership lists for Audit, Compensation, and Nominating & Corporate Governance committees did not include Mr. Chen (members were Chang Qiu, Zhiqing Chen, and Chung Wang Yiu (Ron); Audit Committee chaired by Chang Qiu) .
- Attendance: Board held 4 meetings in 2023 and 9 meetings in 2024. No director attended fewer than 75% of meetings of the Board and committees of which they were members; all directors attended the 2023 and 2024 annual meetings .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meetings Held | 4 | 9 |
| Directors Attending Annual Meeting | All directors (Oct 18, 2023) | All directors (Dec 13, 2024) |
Fixed Compensation (Director)
Director compensation at CNET is modest and historically consists of cash retainers and periodic stock awards; there are no disclosed meeting fees.
| Director | Fees Earned (Cash) FY2024 ($) | Stock Awards FY2024 ($) | Total FY2024 ($) |
|---|---|---|---|
| Chang Qiu | 6,000 | 33,000 | 39,000 |
| Zhiqing Chen | 6,000 | — | 6,000 |
| Pau Chung Ho | 2,574 | — | 2,574 |
| Fernando Chen I‑Ting | Not disclosed in FY2024 table (appointed Oct 3, 2024) | Not disclosed | Not disclosed |
Reference points:
- FY2023 non‑employee director comp table shows only Chang Qiu ($6,000 cash; $49,500 stock) .
- Earlier proxies show similar structure (e.g., FY2022: $6,102 cash; periodic stock awards) .
Performance Compensation
- No performance‑based director compensation metrics (e.g., revenue growth, EBITDA, TSR) are disclosed for directors; equity awards to directors were time‑based restricted/unrestricted stock per historical tables .
- 2024 Omnibus Equity Incentive Plan enables performance stock/units and RSUs with service‑based vesting; however, as of the 2024 proxy date, no awards had been granted under the 2024 Plan. The 2023 Plan remained the active source of director grants in 2023 .
| Award Type (2024 Plan) | Vesting/Conditions | Granted under 2024 Plan? |
|---|---|---|
| RSUs | Service‑based vesting; cash or share settlement within prescribed time | No awards granted as of proxy date |
| Performance Stock | Distribution tied to specified Performance Goals over Performance Period | No awards granted as of proxy date |
| Performance Units | Cash payment tied to Performance Goals and Units | No awards granted as of proxy date |
| Options/SARs | FMV exercise/base price; 10‑year maximum term; re‑pricing prohibited | No awards granted as of proxy date |
Other Directorships & Interlocks
| Person | Other Public Boards | Known Interlocks | Notes |
|---|---|---|---|
| Fernando Chen I‑Ting | None disclosed | None disclosed | 8‑K notes no related transactions involving Mr. Chen in past two years |
Expertise & Qualifications
- 15+ years in commercial sales to public authority, law enforcement, and defense sectors across Southeast Asia .
- Regional focus: Taiwan, Philippines, Vietnam, Japan .
- Education: Bachelor’s in Marketing, University of Auckland .
- Board‑stated contribution: “extensive background and strategic insight in the Asia region” .
Equity Ownership
| Record Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Oct 10, 2024 (2024 DEF 14A) | None disclosed (shown as “–”) | “–” (less than 1%) |
| 2025 Proxy (2025 DEF 14A) | None disclosed (shown as “–”) | “–” (less than 1%) |
Additional context:
- Shares outstanding at 2024 record date: 2,176,213 (post 1‑for‑4 reverse split on Sept 30, 2024) .
- Director stock ownership guidelines: not disclosed in proxies reviewed.
Insider Trades
| Period | Section 16 Compliance | Notes |
|---|---|---|
| FY2023 | Company disclosed late Form 4 filings for Chang Qiu and George Kai Chu; no mention of Fernando Chen I‑Ting | No insider transactions by Mr. Chen disclosed; 8‑K states no related transactions involving Mr. Chen in past two years |
Governance Assessment
- Positive signals:
- Confirmed independence under Nasdaq and 10A(m)(3), positioning him to serve on key committees if assigned .
- Attendance culture appears strong; all directors attended annual meetings and no director fell below 75% participation in 2023–2024 .
- Equity plan governance features include clawback applicability and anti‑hedging/pledging references; options/SARs re‑pricing prohibited, which is investor‑friendly .
- Audit Committee charter includes oversight and pre‑approval of related party transactions; 10‑K enumerates a related stock purchase by a different director, showing transparent reporting; no RPTs linked to Mr. Chen .
- Risk indicators and red flags:
- Concentration of power: CEO also Chairman (and Acting CFO), with the Board not designating a lead independent director—reducing independent counterbalance .
- Committee engagement: Mr. Chen was not listed on Audit, Compensation, or Nominating committees in the 2024 proxy, limiting direct oversight influence during his initial tenure .
- Ownership alignment: No beneficial ownership disclosed for Mr. Chen as of 2024 and 2025 record dates, implying limited “skin‑in‑the‑game” to date .
Overall: Fernando Chen brings domain expertise and regional commercial experience, with independence confirmed and no disclosed conflicts; strengthening his committee assignments and equity ownership could enhance alignment and board effectiveness in the context of a highly centralized leadership structure .