Jay Huang
ENERGY FOCUS, INC/DEAbout Jay Huang
Jay (Chiao-Chieh) Huang, age 51, is Chief Executive Officer of Energy Focus, Inc. and serves on the Board; he joined the Board in January 2023 and was appointed CEO on August 25, 2023 after previously serving as Chairman, a role he relinquished when Kin-Fu Chen was appointed Chairman . He holds a degree in Electrical Engineering from St. John’s University and has 20+ years of LED industry leadership, including over 50 lighting-related patents; he is also President of Sander Electronics (since 2015) . Under SEC “Pay Versus Performance” disclosures, Energy Focus reported cumulative TSR such that a $100 investment was valued at $97.04 at 2024 year-end, alongside GAAP net losses of $(1,582)k in 2024, $(4,293)k in 2023, and $(10,279)k in 2022 . Recent operating results show Q3 2025 net sales of $0.8 million, gross margin of 17.8%, and net loss of ~$0.2 million; Q2 2025 gross margin was 12.9% and net loss ~$0.2 million, with Huang acting as both principal executive and financial officer (CEO/CFO) for certifications and insider financing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Focus, Inc. | Director | 2023–present | Board service since Jan 2023; governance transition and capital raising oversight . |
| Energy Focus, Inc. | Chief Executive Officer | Aug 25, 2023–present | Led restructuring and insider-led financings; stepped down from Chairman role upon CEO appointment . |
| Energy Focus, Inc. | Chairman of the Board | Until Aug 24, 2023 | Relinquished chair to enhance governance separation; Kin-Fu Chen appointed Chairman . |
| Sander Electronics | President | 2015–present | LED/green energy leadership; >50 patents; strategic industry relationships . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sander Electronics | President | 2015–present | Engineering and management in LED; patents and sustainability initiatives . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | $3 | — | — | — | — | — | $3 |
| 2024 | $12 | — | — | — | — | — | $12 |
- Employment agreement start date Aug 25, 2023; annualized base salary $12 .
Performance Compensation
| Award Type | Performance Metrics | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| None disclosed for Huang (2023–2024) | Company disclosed no RSU/PSU grants or option awards outstanding for Huang at 12/31/2024; no non-equity incentive payouts reported | — | — | — | — | — |
| Notes | Company’s compensation philosophy emphasizes variable pay tied to performance and historically considered Net Income in short-term cash incentives; TSR not a design metric in covered years | — | — | — | — | — |
| Sources | — | — | — | — | — | — |
| Citations | — | — | — | — | — | — |
- No outstanding RSUs or options for Huang at 2023 or 2024 year-end; table shows blanks for his equity awards .
- Narrative and PVP disclosures: variable cash incentives referenced at the company level; TSR not used for plan design in covered years .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jay (Chiao-Chieh) Huang | 784,163 | 14.6% (based on 5,364,368 shares o/s) | CEO; significant insider ownership. |
| Sander Electronic Co., Ltd. | 534,592 | 10.0% | Controlled affiliate of Huang . |
| Inwood Holding Limited | 428,077 | 8.0% | Controlled affiliate of Huang . |
| Affiliates under Huang’s control | 1,746,832 (shared voting/dispositive power) | — | Aggregate controlled via Sander/Inwood; shared power per proxy footnote . |
| Shares Outstanding (Record Date) | 5,364,368 | — | As of April 15, 2025 . |
| Options/RSUs (Huang) | None outstanding at 12/31/2024 | — | No exercisable/unexercisable options; no unvested RSUs . |
Insider-led financings and purchases (chronological):
| Date | Purchaser | Shares | Price/Share | Gross Proceeds | Notes |
|---|---|---|---|---|---|
| Jan 17, 2023 | Sander Electronics (affiliated) | 778,017 | $3.51 | ~$2.1 million | At-the-market; included exchange of prior bridge financings . |
| Mar 28, 2023 | Jay Huang | 15,500 | $3.55 | — | Private placement . |
| Mar 30, 2023 | Gina (Mei-Yun) Huang | 71,428 | $3.50 | $305k (combined Mar 2023 placements) | At-the-market . |
| Feb 24, 2023 | Gina (Mei-Yun) Huang | 114,744 | $3.49 | $400k | Fair market value . |
| Jun 29, 2023 | Various (incl. Jay Huang) | 746,875 | $1.76 | ~$1.3 million | Private placement . |
| Mar 28, 2024 | Certain purchaser | 283,019 | $1.59 | ~$450k | At-the-market . |
| Jun 21, 2024 | Sander Electronics (affiliated) | 534,591 | $1.59 | ~$851k | Private placement . |
| Mar 27, 2025 | Jay Huang | 103,627 | $1.93 | ~$200k | Approved by independent directors; priced above market . |
| Jun 19, 2025 | Jay Huang | 110,497 | $1.81 | ~$200k | Approved by independent directors; priced above prior close . |
| Aug 15, 2025 | Jay Huang | 264,550 | $1.89 | $500k | Approved by independent directors; priced at prior close . |
- Hedging policy prohibits short sales and hedging instruments for directors/officers .
Employment Terms
| Item | Detail |
|---|---|
| Employment agreement | Start date Aug 25, 2023; annualized base salary $12 . |
| Severance/change-in-control | Company reported no severance or change-in-control agreements/plans for named executive officers during 2024, other than equity plan terms noted elsewhere . |
| Non-compete / non-solicit | Not disclosed in proxy . |
| Auto-renewal, term | Not disclosed in proxy . |
| CEO + CFO dual role | Huang has signed Sarbanes-Oxley certification as Principal Executive Officer and Principal Financial Officer; Q2/Q3 2025 filings list him as CEO and CFO . |
| Insider trading policy | Prohibits hedging transactions and short sales by insiders . |
Performance & Track Record
Pay Versus Performance metrics (company-level):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD Thousands) | $(10,279) | $(4,293) | $(1,582) |
| $100 Investment TSR Value ($) | $7.82 | $24.11 | $97.04 |
Recent quarterly performance:
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Gross Profit Margin (%) | 12.9% | 17.8% |
| Net Loss ($USD Millions) | $0.2 | $0.2 |
Board Governance
- Board service and leadership: Huang joined the Board in January 2023 and was Chairman prior to August 24, 2023; upon his appointment as CEO, Kin-Fu Chen became Chairman, separating chair and CEO roles .
- Independence: The proxy lists six independent directors; Huang is not listed as an independent director .
- Committees: Compensation Committee (Chang-chair; Huang-Gina, Lee, Chen) and Audit & Finance Committee (Chen-chair; Chang, Huang-Gina) comprise independent directors; Huang (CEO) is not on Audit or Compensation committees per member listings .
- Nominating & Corporate Governance: Committee consists of “Mr. Huang” (chair), Ms. Huang, Mr. Lee, and Mr. Chang; all members noted as independent; the proxy does not clarify which “Mr. Huang” is chair in this section .
- Board activity: Board held 20 meetings in 2024; all directors serving during fiscal 2024 attended at least 75% of Board and committee meetings .
- Lead Independent Director function is defined when a Chairman is in place, including independent director sessions .
Director Compensation
Standard non-employee director compensation (2024):
| Component | Amount ($) |
|---|---|
| Annual Cash Director Retainer | $4,000 |
| Audit & Finance Committee Chair | $16,000 |
| Audit & Finance Committee Member | $8,000 |
| Compensation Committee Chair | $8,000 |
| Compensation Committee Member | $4,000 |
| Nominating & Corporate Governance Committee Chair | $8,000 |
| Nominating & Corporate Governance Committee Member | $4,000 |
- Company disclosed that 50% of board remuneration was paid in cash by end of January 2025 and 50% in stock by end of July 2025, priced off the prior day’s NASDAQ close .
- Huang’s disclosed 2024 director line item shows $12, consistent with his voluntary $12 CEO salary due to company losses .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 3,197,023 | 32,897 | 477,757 | 353,668 |
| Frequency of Say-on-Pay | 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|---|
| Advisory Frequency Vote | 114,096 | 3,086,337 | 483,029 | 24,215 |
- Company recommended biennial say-on-pay; stockholders approved a two-year cadence .
Related Party Transactions
| Counterparty | 2023 ($) | 2024 ($) | Description |
|---|---|---|---|
| Sander Electronics (affiliated with Huang) | $2,629,939 | $603,957 | Product/component purchases; terms deemed fair and in company interest by Audit & Finance Committee . |
| Sander Electronics | — | $851,000 | June 21, 2024 private placement (534,591 shares at $1.59) . |
| Insiders (Huang and affiliates) | Various | Various | Multiple equity purchases/exchanges providing capital (see Insider Transactions table above) . |
Investment Implications
- Alignment: Huang’s $12 salary and absence of annual cash/equity incentives in 2023–2024, coupled with 14.6% direct ownership and shared control over additional affiliate holdings, indicate high alignment and low near-term selling pressure from vesting schedules .
- Insider buying signal: Repeated insider-led private placements in 2023–2025 at or above market (including $500k in Aug 2025; $200k in Jun 2025; $200k in Mar 2025) provide capital and demonstrate confidence; these were approved by independent directors, mitigating some conflict risks .
- Governance risk: Combined CEO/CFO role heightens execution and control risk; prior concentration of related-party purchases from Sander increases conflict-of-interest exposure despite committee oversight and independent approval processes .
- Performance headwinds: Persistent net losses and small-scale revenue base (Q3 2025 net sales $0.8m; net loss ~$0.2m) imply elevated execution risk; TSR framework shows improvement in 2024 versus prior years, but absolute performance remains fragile .
- Oversight: Independent Audit/Compensation committees and separation of Chairman/CEO roles since Aug 2023 are governance positives; biennial say-on-pay received strong support, suggesting shareholder tolerance for the current pay structure amid turnaround efforts .