Kin-Fu Chen
ENERGY FOCUS, INC/DEAbout Kin-Fu Chen
Kin-Fu Chen (age 61) has served on Energy Focus, Inc.’s Board since 2023 and is the Chairman of the Board, appointed in August 2023 after the CEO transition; he is classified as an independent director under Nasdaq rules and serves as the Audit and Finance Committee Chair and Compensation Committee member . His background spans founding and managing real estate and investment firms (including President of Yun Fu Yu Co. Ltd. since 2008), operating industrial companies and hotels, board service for Taiwan’s largest private school, and legislative liaison work between the Taiwanese government and the U.S. Congress; he holds a Master of Diplomacy from National Chengchi University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yun Fu Yu Co. Ltd. | President | Since 2008 | Led investment and operations; strategic decision-making |
| Taiwan’s largest private school | Board Member | Not disclosed | Strategic planning, governance, policy development |
| Taiwanese Government (Legislative affairs) | Liaison/Facilitator | Not disclosed | Drafting bills, stakeholder communication; bridge to U.S. Congress |
| Multiple industrial companies and tourism hotels | Founder/Operator | Not disclosed | Leadership, financial acumen, operations |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Man Bo Hotel Co LTD | Control person (shared voting/dispositive power) | Private company | Holds 390,244 shares (7.3%) of EFOI; footnote indicates shared power over 393,096 EFOI shares |
| Other public company boards | — | — | None disclosed in biography/proxy |
Board Governance
| Item | Detail |
|---|---|
| Board Chair | Chairman of the Board: Kin-Fu Chen |
| Independence | Board determined Chen is “independent” under Nasdaq rules |
| Committee memberships | Audit and Finance Committee (Chair) ; Compensation Committee (Member) ; Not listed on Nominating & Corporate Governance |
| Audit committee financial expert | Board determined Mr. Chen is an “audit committee financial expert” |
| Board meetings held (2024) | 20 |
| Attendance | All directors who served in 2024 attended at least 75% of Board and committee meetings during their tenure |
| Annual meeting attendance (2024) | All but one director present virtually at June 12, 2024 annual meeting |
| Lead Independent Director framework | When a Chairman is in place, Lead Director chairs independent sessions and serves as liaison; specific individual not disclosed |
Fixed Compensation
Board-approved 2024 cash retainers relevant to Mr. Chen’s roles:
| Component | Amount ($) |
|---|---|
| Annual Cash Director Retainer | 4,000 |
| Chairman / Lead Independent Director | 12 |
| Audit and Finance Committee Chair | 16,000 |
| Compensation Committee Member | 4,000 |
2024 actual director compensation (paid/earned):
| Category | Amount ($) |
|---|---|
| Board | 12 |
| Audit and Finance Committee | — |
| Compensation Committee | — |
| Nominating and Corporate Governance | — |
| Total | 12 |
Note: Board-approved schedules indicate materially higher retainers for Audit Chair and members, but the reported 2024 compensation for Mr. Chen is $12 total, which is atypical for an Audit Chair/Board Chair and suggests either voluntary reduction/deferral, cost-containment, or disclosure anomalies. Half of director remuneration was to be paid in cash by end of January 2025 and the other half in stock by end of July 2025 .
Performance Compensation
| Item | Detail |
|---|---|
| Equity portion of director remuneration | 50% of director remuneration to be paid in stock by the end of July 2025 |
| Pricing basis for equity grants | Closing price of EFOI on NASDAQ on the day before issuance |
| Performance metrics tied to director pay | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | The proxy states no Compensation Committee interlocks with other entities; no current/past interlocks disclosed |
Expertise & Qualifications
- Audit oversight and financial expertise; designated audit committee financial expert .
- Master of Diplomacy (National Chengchi University) with governmental legislative liaison experience and cross-border stakeholder collaboration .
- Leadership across real estate, investment, industrial operations, and hospitality; governance experience as board member of Taiwan’s largest private school .
Equity Ownership
| Holder | Shares | Ownership % of outstanding | Relationship |
|---|---|---|---|
| Kin-Fu Chen | 2,852 | <1% (*) | Director; Chairman |
| Man Bo Hotel Co LTD | 390,244 | 7.3% | Controlled affiliate of Mr. Chen; footnote indicates shared voting/dispositive power over 393,096 shares |
Ownership base: 5,364,368 common shares outstanding at the record date (April 15, 2025). Asterisk denotes less than one percent .
Governance Assessment
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Strengths
- Independent Chairman with deep governance and leadership experience; serves as Audit Chair and is designated an audit committee financial expert, strengthening financial oversight .
- Attendance meets at least 75% threshold; Board held 20 meetings in 2024, indicating active oversight cadence .
- Insider trading policy prohibits hedging/short sales for directors and officers, supporting alignment with shareholders .
-
Risks and RED FLAGS
- Significant affiliate ownership while serving as Chairman and Audit Chair: Mr. Chen has shared voting/dispositive power over Man Bo Hotel Co LTD’s 7.3% stake—potential concentration of influence and perceived conflicts; robust recusal/related-party oversight is essential. RED FLAG .
- Reported 2024 director compensation for Mr. Chen is only $12 despite Board-approved schedules granting higher retainers to Audit Chair/Committee roles—an unusual disclosure that could reflect voluntary reductions, deferred equity, or reporting anomalies; clarity on actual equity issuance and timing is needed. RED FLAG .
- Extensive related-party transactions with Sander Electronics (CEO/Director Jay Huang’s affiliated company) for product purchases and multiple insider-led financings; while terms are described as fair, oversight falls to the Audit Committee chaired by Mr. Chen—heightening governance scrutiny. RED FLAG .
- Board turnover in 2023 (four resignations; four appointments including Mr. Chen) and CEO change may signal governance transition risk; continued stability and transparent processes are important .
-
Additional observations
- All insiders reportedly timely filed Section 16(a) reports for 2024, which supports compliance culture .
- No employment agreements, severance, or change-in-control provisions disclosed for directors; performance metrics not tied to director pay, with equity-based remuneration set by schedule and market pricing .
Overall implication: Mr. Chen’s dual leadership as Chairman and Audit Chair with financial expert designation is a governance positive, but the combination of a controlled affiliate’s sizable stake and the unusual $12 reported director compensation necessitates investor diligence on independence safeguards, committee rigor around related-party oversight, and clarity on director equity awards and actual pay realization .