Kwang Fock Chong
About Kwang Fock Chong
Independent director (age 46) appointed February 26, 2025; a Malaysian Chartered Accountant with nearly 20 years of audit experience covering public companies, multinationals, IPO reporting accountant work, and financial forecasting. Previously Audit Committee Chair and Compensation Committee member at Energem Corp (pre-business combination), and currently Audit Committee Chair at Cyclacel; the Board has determined he is independent under Nasdaq rules and meets audit committee independence and financial literacy standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energem Corp (Nasdaq SPAC) | Independent Director; Audit Committee Chair; Compensation Committee member | Nov 16, 2021 – Mar 14, 2024 | Led audit oversight; compensation governance until de‑SPAC with Graphjet Technology |
| SBY Partners PLT (Malaysia) | Auditor & Partner | Jul 2014 – Sep 2020 | Reviewing/signing partner for audit and assurance services |
| Reporting Accountants (various IPOs) | Engagement participant | Various (prior roles) | Due diligence; reviewed forecasts and projections for IPO exercises |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KHLC PLT (Malaysia) | Auditor & Partner; reviewing/signing partner | Oct 2020 – Present | Audit practice; statutory audits in Malaysia, China, APAC |
Board Governance
- Independence: Board determined Mr. Chong, Ms. Laurduraj, and Dr. Krishnan are “independent directors” per Nasdaq; all satisfy audit committee independence and financial literacy requirements .
- CYCC committee assignments (approved April 2, 2025): Audit Committee — Chong (Chair), Laurduraj, Krishnan; Compensation & Organization Committee — Laurduraj (Chair), Chong, Krishnan; Nominating & Governance Committee — Krishnan (Chair), Chong, Laurduraj .
- Board attendance norms (FY2024): 31 Board meetings; committees met 9 times collectively; no director attended fewer than 80% of meetings; directors encouraged to attend annual meetings (all then‑directors attended June 21, 2024) .
- Leadership structure: CEO Doris Wong serves as Chair and CEO; Board continues to reassess governance and risk oversight (policy prohibits director/officer hedging) .
- Preferred stockholder influence: Due to dividend arrearages, Series E holders elected two directors effective April 2, 2025 (Dr. Krishnan and Ms. Laurduraj), coinciding with governance reshuffle around change‑in‑control on Feb 26, 2025 .
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Annual cash retainer (non‑management board members) | $12,000 | Paid monthly (first of each month), FY2025 program |
| Committee chair/member fees | Not disclosed | No separate committee fee schedule disclosed |
| Meeting fees | Not disclosed | Not specified |
Performance Compensation
| Equity Component | Status for K. F. Chong | Terms/Constraints |
|---|---|---|
| Equity awards (2018 Plan) | None granted to nominee as of record date | New non‑employee director awards capped at $100,000 grant‑date fair value per fiscal year |
| Performance‑based awards | Not disclosed for directors | Plan permits performance goals; Committee certifies goal attainment before payout |
Compensation Structure Analysis
- 2018 Plan amendment: Board seeks +4,281,987 shares for the 2018 Plan; equity overhang would rise from 0.2% to 1.3% if approved (as of Apr 22, 2025), increasing potential director/executive equity grant capacity .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock Notes |
|---|---|---|---|
| CYCC | Independent Director; Audit Chair; Comp & NomGov member | Appointed Feb 26, 2025; nominated Class 2 (term to 2027 if re‑elected) | Serves alongside CEO/Chair Doris Wong and CFO/Exec Director Kiu Cu Seng |
| Energem Corp | Independent Director; Audit Chair; Compensation member | Nov 16, 2021 – Mar 14, 2024 | Interlocks: Doris Wong was Energem independent director then Executive Director; Kiu Cu Seng was Energem CFO |
Interlock signal: Mr. Chong previously served on Energem’s board with current CYCC CEO Doris Wong and CFO Kiu Cu Seng, indicating a pre‑existing governance network that may influence oversight dynamics .
Expertise & Qualifications
- Chartered Accountant (Malaysia); extensive audit of public companies and multinationals; IPO reporting/accounting diligence; projections review .
- Determined “financially literate” and audit‑independent under SEC/Nasdaq standards; appointed Audit Committee Chair at CYCC .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kwang Fock Chong | — | — | No beneficial ownership reported as of Apr 24, 2025 record date (table lists “—” for Chong) |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy bans hedging transactions (e.g., options, collars, short sales) |
Governance Assessment
- Strengths:
- Independent audit chair with deep audit background; satisfies audit literacy and independence standards .
- Clear committee structure with independent leadership across Audit, Compensation, and Nominating & Governance .
- Anti‑hedging policy for directors/officers supports alignment .
- Watch items / potential red flags:
- Board leadership concentration (CEO also Chair) can limit independent oversight leverage, particularly for a newly reconstituted board .
- Preferred stockholder arrears driving board seats signals financial stress and complex governance dynamics; two directors elected by preferred holders as part of change‑in‑control context .
- Network interlocks: Prior shared service at Energem with current CEO and CFO; beneficial for cohesion but can dampen challenge‑function of audit and compensation oversight if not actively mitigated .
- External audit practice: Mr. Chong’s ongoing audit partner role (KHLC PLT) increases the importance of monitoring any potential related‑party engagements; the proxy’s related‑party section notes Audit Committee pre‑approval and no transactions during the last two fiscal years except those described, and our review did not identify any involving Mr. Chong in the visible text .
- Compensation alignment:
- Low cash retainer ($12,000) could limit financial alignment absent equity grants; as of record date no equity awards granted to Mr. Chong under the 2018 Plan .
- Proposed increase in equity pool raises capacity for future director equity—monitor grant pacing to preserve dilution discipline (overhang to 1.3%) .
Appendices: Key Facts Referenced
- Independence and Committee Assignments: Audit (Chair), Compensation, Nominating & Governance .
- Appointment Timing and Nominations: Appointed Feb 26, 2025; nominated Class 2 term to 2027 .
- Director Compensation Program FY2025: Non‑management board members $12,000 annual retainer; monthly payment; no committee fee detail disclosed .
- Equity Plan Constraints and Status: Director cap $100,000; no director awards for nominees as of record date; amendment adds 4,281,987 shares; overhang metrics .
- Board Attendance (FY2024): Aggregate context for historical board (not specific to Mr. Chong) .
- Interlocks: Energem roles for Chong, Wong, Kiu .
- Related‑party governance: Audit Committee oversight; no transactions disclosed in our read involving Mr. Chong .