Chao-Jen Huang
ENERGY FOCUS, INC/DEAbout Chao-Jen Huang
Chao‑Jen Huang, age 62, has served on Energy Focus, Inc.’s Board since 2023 and is classified as an independent director under Nasdaq rules. His background spans senior economic policy and research roles in Taiwan, including Director of the Virtual Integrated Business Center at the Policy & Economic Alliance Caring of Earth (PEACE), prior tenure as Director General and Distinguished Research Fellow at the Commerce Development Research Institute (2013–2021), and earlier leadership at the Taiwan Institute of Economic Research focused on trade policy and international economic cooperation. Attendance in 2024 met the company’s 75% threshold, and he participates in board governance without disclosed related‑party conflicts.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Policy & Economic Alliance Caring of Earth (PEACE), Virtual Integrated Business Center | Director | Current (as of 2025) | Leads international collaboration platforms for resilience and sustainability |
| Commerce Development Research Institute (Taiwan) | Director General & Distinguished Research Fellow | 2013–2021 | Oversaw research; promoted economic affairs and cooperation between public and private sectors |
| Taiwan Institute of Economic Research | Director General; Deputy Director; Associate Research Fellow | Director General 2008–2011; Deputy Director from 2005; Associate 1998–2005 | Led Taiwan FTA studies, southbound policy, cross‑strait cooperation; established international economic forums |
| Ministry of Foreign Affairs (Taiwan) | Senior Staff | Jan 1991–Jul 1992 | Managed Taiwan–U.S. diplomatic/business exchanges and economic/trade negotiations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PEACE (Policy & Economic Alliance Caring of Earth) | Director, Virtual Integrated Business Center | Current | Focus on global resilience/sustainability collaboration platforms |
Board Governance
- Independence: Board determined Huang is “independent” under Nasdaq rules.
- Committee assignments:
- Nominating & Corporate Governance Committee: Compensation schedule shows Huang received the chair fee ($8,000) in 2024, indicating he served as chair.
- Audit & Finance Committee: Appointed member effective July 3, 2025 to fill a vacancy after Gina Huang’s resignation.
- Attendance: Board met 20 times in 2024; all directors serving in 2024 attended ≥75% of Board and committee meetings.
- Lead independent/Chair roles: Chair of the Board is Kin‑Fu Chen; Lead Director responsibilities are described but not attributed to Huang.
- Hedging policy: Company prohibits hedging and short sales by directors and officers.
Fixed Compensation
| Year | Component | Amount (USD) | Detail |
|---|---|---|---|
| 2024 | Annual cash Board retainer | $4,000 | Non‑employee director cash retainer |
| 2024 | Nominating & Corporate Governance Committee Chair fee | $8,000 | Chair retainer |
| 2024 | Total director compensation (cash + stock mix) | $12,000 | 50% paid in cash by Jan 2025; 50% in stock by Jul 2025 |
Notes:
- Standard committee retainers: Audit Chair $16,000; Audit Member $8,000; Compensation Chair $8,000; Compensation Member $4,000; Nominating Chair $8,000; Nominating Member $4,000.
- Directors’ 2024 remuneration: 50% cash by end of Jan 2025; remaining 50% stock by end of Jul 2025, priced at the prior day’s Nasdaq close.
Performance Compensation
| Element | Structure | Grant/Payment Timing | Performance Metrics |
|---|---|---|---|
| Equity (stock as portion of 2024 director pay) | Shares issued to settle 50% of director remuneration | Issued by Jul 2025 at prior close price | None disclosed for directors; equity is not performance‑conditioned |
No performance metrics tied to director compensation are disclosed; director equity is delivered as part of the annual remuneration mix, not contingent on KPIs.
Other Directorships & Interlocks
| Company/Institution | Role | Public Company? | Notes |
|---|---|---|---|
| PEACE (Virtual Integrated Business Center) | Director | No (policy alliance) | No disclosed interlocks with EFOI competitors, suppliers, or customers |
No other current public company directorships or committee roles are disclosed for Huang; no interlocks identified.
Expertise & Qualifications
- Trade policy and international economic cooperation (FTA studies, cross‑strait and Taiwan‑Central America programs).
- Economic research leadership across government and private‑sector collaboration in Taiwan.
- Sustainability/resilience platform development via PEACE.
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| April 15, 2025 | — | <1% | No beneficial ownership listed; table shows “—” for Huang |
Footnotes indicate “Less than one percent” threshold for small holdings; Huang is not shown with any RSUs or options and no pledging disclosed.
Insider Trades
| Period | Form 4 Activity | Instrument | Notes |
|---|---|---|---|
| 2024–2025 | Not disclosed | — | Proxy’s Section 16 statement indicates insiders filed timely; no Huang‑specific Form 4 transactions identified in company proxy materials |
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Say‑on‑Pay | 3,197,023 | 32,897 | 477,757 | 353,668 |
| Say‑on‑Pay Frequency (2025) | 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|---|
| Votes | 114,096 | 3,086,337 | 483,029 | 24,215 |
Directors (including Huang) were re‑elected with strong support at the June 12, 2025 annual meeting; EFOI stockholders preferred a two‑year frequency for future say‑on‑pay votes.
Governance Assessment
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Strengths
- Independent status and committee leadership: Huang served as Nominating Chair in 2024 and joined the Audit Committee in 2025, enhancing governance oversight continuity.
- Attendance and engagement: Met the ≥75% participation threshold in 2024; Board met 20 times.
- Hedging prohibited: Policy discourages misalignment tactics (hedging/short sales) by insiders.
-
Alignment concerns
- Low “skin‑in‑the‑game”: No beneficial ownership reported as of April 15, 2025; although half of 2024 remuneration was paid in stock by July 2025, the proxy snapshot shows no holdings at record date, signaling limited alignment at that time.
- Audit Committee expertise: Board designated Kin‑Fu Chen and Wen‑Jeng Chang as “audit committee financial experts,” not Huang; his audit committee appointment is a service/coverage enhancement rather than financial expert augmentation.
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Conflicts/Related‑party exposure
- None disclosed for Huang. Company related‑party transactions primarily involve Jay (Chiao‑Chieh) Huang and Gina (Mei‑Yun) Huang (equity financings and purchases from Sander Electronic). No ties for Chao‑Jen are noted.
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Overall implication
- Huang adds policy/economic depth and governance continuity (Nominating and Audit service). To bolster investor confidence, increasing personal share ownership and continued robust committee engagement—particularly audit oversight—would strengthen board alignment and effectiveness.