Shou-Jang Lee
ENERGY FOCUS, INC/DEAbout Shou-Jang Lee
Dr. Shou‑Jang Lee, age 61, has served as an independent director of Energy Focus, Inc. since 2023. He holds a Ph.D. in Economic Policy from National Chengchi University and has a background spanning finance/economics journalism, public administration (including General Director of Planning, Yilan County Government, and Secretary to the County Mayor), and board service at CPE Co., an affiliate of CPC Corporation, Taiwan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yilan County Government (Taiwan) | General Director, Planning Dept. | Not disclosed | Led initiatives expanding tourism, manufacturing, and agriculture gross income |
| Yilan County Government (Taiwan) | Secretary to the County Mayor | Not disclosed | Senior administrative role; advisor to high‑ranking government officials |
| CPE Co. (affiliate of CPC Corp. Taiwan) | Board Member | Prior role | Energy industry exposure; board experience |
| Finance/Economics Publications | Published author; financial journalist | Ongoing/Not disclosed | Coverage of economic and political news |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Taiwan national think tank (not named) | Member | Recognized as member (current/ongoing not specified) | Recognized affiliation indicates policy expertise |
| Energy industry (various) | Advisor | Not disclosed | Advisor to high‑ranking energy executives |
Board Governance
- Independence: The Board determined Dr. Lee is independent under Nasdaq rules .
- Years of service: Director since 2023 .
- Attendance: In FY2024, all directors serving during the year attended at least 75% of aggregate Board and committee meetings; the Board held 20 meetings in 2024 .
- Committee assignments (FY2024):
- Compensation Committee: Member; committee met 3x in 2024 .
- Nominating & Corporate Governance Committee: Member; committee met 3x in 2024 .
- Audit & Finance Committee: Not a member .
- Board leadership and risk oversight: Independent committees with defined charters; risk oversight split across Audit (financial/legal/cyber), Compensation (compensation risks), and Nominating & Governance (governance practices) .
- 2025 updates: Gina (Mei‑Yun) Huang resigned June 30, 2025; Chao‑Jen Huang appointed to the Audit Committee effective July 3, 2025 (no change to Dr. Lee’s committee roles disclosed) .
Fixed Compensation
Director pay is primarily retainers and committee fees, with a 50/50 split between cash (paid by end of January 2025) and stock (issued by end of July 2025 using the Nasdaq closing price the day before issuance) .
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer | $4,000 | Non‑employee director cash retainer schedule |
| Compensation Committee (member) | $4,000 | Member fee |
| Nominating & Corporate Governance (member) | $4,000 | Member fee |
| Audit & Finance Committee | — | Not a member |
| Total 2024 director compensation (Lee) | $12,000 | 50% cash; 50% stock payable by July 2025 at prior‑day close |
Performance Compensation
No performance‑based director compensation (e.g., PSUs, option performance hurdles, cash incentive metrics) was disclosed for directors; compensation consisted of retainers and committee fees (half delivered as stock) .
| Performance Component | Metric(s) | Grant/Amount | Vesting/Terms |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Interlocks/Counterparty Links |
|---|---|---|---|
| CPE Co. (affiliate of CPC Corp. Taiwan) | Private/affiliate | Former Board Member | No EFOI related‑party transactions named to Dr. Lee; related‑party transactions involve CEO Jay Huang and Gina Huang (not Lee) |
No other current public company directorships for Dr. Lee were disclosed in the 2025 proxy .
Expertise & Qualifications
- Ph.D. in Economic Policy (National Chengchi University) .
- Financial/economic journalism; policy think‑tank membership .
- Public administration leadership; economic development initiatives; energy sector advisory roles .
- Board governance experience in energy infrastructure (CPE Co.) .
Equity Ownership
As of the April 15, 2025 record date, Dr. Lee was not listed with beneficial ownership in the company’s beneficial ownership table; percent of outstanding common stock was not attributed to him in that table .
| Ownership Detail | Amount/Status |
|---|---|
| Shares beneficially owned | Not reported for Dr. Lee (no amount listed) |
| Ownership % | Not reported (no entry) |
| Vested/unvested equity | Not disclosed for Dr. Lee |
| Shares pledged | None disclosed |
| Hedging policy | Company prohibits short sales and hedging by directors/officers |
| Director stock delivery (2024 fees) | 50% of 2024 director fees in stock issued by end of July 2025 at prior‑day close |
Governance Assessment
- Positives
- Independent director with economics/policy depth and public administration experience; serves on Compensation and Nominating & Governance committees—key governance levers .
- Board affirms director independence and reports strong attendance (≥75%) across 20 meetings in 2024; charters for committees posted and active oversight delineated .
- Director hedging and short‑selling are prohibited, supporting alignment .
- Watch items and potential investor‑confidence signals
- Skin‑in‑the‑game: No beneficial ownership reported for Dr. Lee as of the record date; 2024 fees are partly delivered in stock, which may increase alignment after issuance, but ownership position as of April 15, 2025 shows no reported holdings .
- Related‑party exposure at the company level: Significant transactions with CEO‑affiliated Sander Electronics (purchases and multiple insider private placements) and investments by Gina Huang; while overseen by the Audit & Finance Committee, these may raise perceived governance risk; no such transactions are attributed to Dr. Lee personally .
- Board changes mid‑2025 (resignation of Gina Huang; Audit Committee seat filled) underscore ongoing refresh; investors should monitor committee composition and independence balance; no change to Dr. Lee’s roles disclosed .
Overall: Dr. Lee appears to be a truly independent voice with relevant policy/economic expertise and active committee roles. Primary governance risk factors relate to company‑level related‑party transactions (not tied to Dr. Lee) and limited disclosed personal ownership as of the record date, partially mitigated by stock‑settled director fees and anti‑hedging policy .