Sophia Shee

About Sophia Shee

Sophia Shee was appointed to the Energy Focus, Inc. (EFOI) Board of Directors on August 8, 2025. She previously served in multiple operating roles at the Company (2019–2024), holds a Master of Global Management (Thunderbird) and a BBA (Simon Fraser University), and is certified PMP, CSM, and Salesforce Administrator, with documented cost-control and AR improvements during her tenure . She returned solely as a director and is not concurrently employed by EFOI as of her appointment .

Past Roles

External Roles

Board Governance

• Appointment: Effective August 8, 2025; no committee assignments at appointment .
• Independence: The 2025 proxy enumerates independent directors as of the April 15, 2025 record date and does not include Ms. Shee (appointed later); the company has not disclosed her independence determination as of her appointment .
• Committee structure and 2024 activity: Audit & Finance (chair: Wen Cheng Chen; 4 meetings in 2024) , Compensation (chair: Wen-Jeng Chang; 3 meetings in 2024) , Nominating & Corporate Governance (chair: Chao-Jen Huang; 3 meetings in 2024) .
• Board engagement: The Board held 20 meetings in 2024; all then-current directors attended at least 75% of aggregate Board/committee meetings; annual meeting attendance in 2024 was virtual with all but one director present .
• Insider trading governance: Company prohibits hedging transactions for directors and designated insiders .

Fixed Compensation

Context – 2024 Director Fee Schedule (Board-wide):

Note: For 2024 director compensation, the Company paid 50% in cash by end of January 2025 and will pay the remaining 50% in stock by end of July 2025, priced at the prior-day NASDAQ close .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Education: Master of Global Management (Thunderbird School of Global Management); Bachelor of Business Administration (Simon Fraser University) .
• Certifications: PMP, CSM, Salesforce Certified Administrator .
• Operating credentials: Demonstrated cost optimization (>50% CRM cost reduction; >95% subscription cost reduction) and AR efficiency (71% aging reduction in 90 days) .

Equity Ownership

Governance Assessment

• Committee assignments and engagement: At appointment, Ms. Shee had no committee roles; this limits immediate influence on audit, compensation, or nomination processes; future committee placement will be key to assessing board effectiveness .
• Independence risk factors: The Company did not disclose an independence determination at appointment; familial relationship with current director Gina (Mei‑Yun) Huang and prior employment (through March 2024) are relevant to independence assessments under exchange rules; investors should monitor formal independence designation in the next proxy .
• Compensation alignment: Her $2,000 cash-only retainer at appointment is austere versus the 2024 board fee schedule (cash plus committee fees and equity settlement), suggesting restrained director pay amid Company losses; clear, low fixed pay reduces misalignment risks but also signals limited at‑risk incentives for directors .
• Conflicts and related-party exposure: Company disclosed no related transactions for Ms. Shee; however, the broader governance context includes repeat financings and supplier relationships with entities affiliated with sitting directors and CEO; the Audit & Finance Committee oversees these transactions—continued scrutiny is warranted .
• Board activity baseline: Board met 20 times in 2024 with ≥75% attendance among incumbents, indicating active engagement; tracking Ms. Shee’s attendance in the forthcoming proxy will be pertinent .
• Policy safeguards: Anti-hedging policy for directors reduces misalignment risk, though pledging is not explicitly addressed in the cited materials .

RED FLAGS

• Familial relationship to a sitting director and significant stockholder (Gina Huang) raises potential independence and conflict-of-interest concerns absent an explicit independence determination and committee placement .
• Prior employment at EFOI through March 2024 may complicate independence status and perceived objectivity in oversight, pending formal classification in the next proxy .
• Ongoing related-party transactions within the broader board/management network necessitate strong Audit & Finance Committee controls; investors should watch disclosures for any expansion of such dealings .

Citations:
**[924168_0000924168-25-000012_efoi-20250808.htm:1]** EFOI 8-K (Aug 14, 2025) – Appointment of Sophia Shee; roles, achievements, education/certifications; compensation; committee status; Item 404(a) disclosure
**[924168_0001628280-25-020121_a2025proxystatement.htm:11]** EFOI DEF 14A (Apr 28, 2025) – Board independence list (as of record date), 2024 board/committee meeting activity and attendance, annual meeting attendance
**[924168_0001628280-25-020121_a2025proxystatement.htm:12]** EFOI DEF 14A (Apr 28, 2025) – Compensation Committee composition/functions; meetings
**[924168_0001628280-25-020121_a2025proxystatement.htm:13]** EFOI DEF 14A (Apr 28, 2025) – Audit & Finance Committee composition/functions; meetings; financial expert designation
**[924168_0001628280-25-020121_a2025proxystatement.htm:14]** EFOI DEF 14A (Apr 28, 2025) – Nominating & Corporate Governance Committee composition/functions; meetings
**[924168_0001628280-25-020121_a2025proxystatement.htm:16]** EFOI DEF 14A (Apr 28, 2025) – Insider Trading Policy; hedging prohibition; Code of Ethics
**[924168_0001628280-25-020121_a2025proxystatement.htm:27]** EFOI DEF 14A (Apr 28, 2025) – 2024 Director compensation schedule; 50% cash/50% stock remuneration mechanics
**[924168_0001628280-25-020121_a2025proxystatement.htm:28]** EFOI DEF 14A (Apr 28, 2025) – Certain relationships and related transactions (Sander, CEO Jay Huang, Gina Huang)
**[924168_0001628280-25-020121_a2025proxystatement.htm:29]** EFOI DEF 14A (Apr 28, 2025) – Additional related financing and equity transactions (Gina Huang)
**[924168_0001628280-25-020121_a2025proxystatement.htm:30]** EFOI DEF 14A (Apr 28, 2025) – Section 16(a) compliance; Audit Committee report
**[924168_0001628280-25-020121_a2025proxystatement.htm:19]** EFOI DEF 14A (Apr 28, 2025) – Security ownership table (as of record date)
**[924168_0001628280-24-020355_a2024proxystatement.htm:29]** EFOI DEF 14A (May 3, 2024) – Related party note stating Gina Huang is mother of Sophia Shee; Ms. Shee’s employee compensation through resignation