Wen-Cheng Chen
ENERGY FOCUS, INC/DEAbout Wen‑Cheng Chen
Wen‑Cheng Chen, 67, has served on Energy Focus, Inc.’s board since 2024. He holds a Ph.D. in Economics from NanKai University and a Master of Accountancy from The George Washington University, and is a CPA with over two decades of experience in financial management, investment, internal control, and audit leadership . He is classified by the Board as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tidehold Development Co., Ltd. | Chief Auditor | Not disclosed | Led establishment of internal control system; ensured regulatory compliance and operational efficiency |
| Sunny Bank | Vice President | Not disclosed | Oversaw securities investment, liquidity management, product development |
| KBC Concord Asset Management Co., Ltd. | Founding/Executive role | Not disclosed | Established organization, oversaw compliance, facilitated fundraising initiatives |
| Various publications/lectures | Author/Lecturer | Not disclosed | Contributed articles and lectures on financial topics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed in EFOI proxy |
| Private/academic/non-profit boards | Not disclosed | — | No external board memberships disclosed for Chen beyond roles above |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules |
| Committee Assignments | Audit & Finance Committee (Chair) ; Compensation Committee (Member) |
| Financial Expert | Board determined Chen is an “audit committee financial expert” (SEC definition) |
| Meetings Attended | Board held 20 meetings in FY2024; all directors serving in 2024 attended ≥75% of Board and committee meetings during their tenure |
| Annual Meeting Attendance | Company stated all but one director attended the June 12, 2024 annual meeting (virtual); individual attendance not specified |
| Committee Charters | Audit & Finance, Compensation, and Nominating & Corporate Governance charters available on the company website |
Fixed Compensation
2024 director compensation for Wen‑Cheng Chen:
| Component | Amount (USD) |
|---|---|
| Annual Cash Director Retainer | $4,000 |
| Audit & Finance Committee Chair | $16,000 |
| Compensation Committee Member | $4,000 |
| Total | $24,000 |
- Payment structure: 50% of 2024 director remuneration paid in cash by end of Jan 2025; remaining 50% paid in stock by end of Jul 2025, priced at the Nasdaq closing price the day before issuance .
Performance Compensation
- No performance‑based compensation (e.g., PSUs with financial/TSR metrics) was disclosed for non‑employee directors; director pay comprised cash retainers and stock issuance as described above .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Interlocks | None disclosed for Chen; Compensation Committee explicitly notes no interlocks with other entities |
Expertise & Qualifications
- Ph.D. in Economics (NanKai University); Master of Accountancy (GWU); CPA .
- Recognized by the Board as an Audit Committee Financial Expert .
- Deep experience in internal controls, bank treasury/investments, and asset management formation and compliance .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | None disclosed for Wen‑Cheng Chen as of Apr 15, 2025 |
| % of shares outstanding | Not applicable (no holdings disclosed) |
| Vested vs. unvested shares | Not disclosed |
| Options (exercisable/unexercisable) | Not disclosed for Chen; director equity not itemized beyond stock remuneration policy |
| Pledged shares | Not disclosed; company policy prohibits director/executive hedging (short sales, swaps, collars, exchange funds) |
Governance Assessment
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Strengths:
- Independent director with audit chair responsibilities and SEC “financial expert” designation, enhancing oversight of financial reporting, internal controls, and auditor independence .
- Documented committee activity (Audit met 4x in 2024; Compensation met 3x), and Board/committee attendance ≥75% for all serving directors in 2024 .
- Transparent director pay structure with modest cash retainers and stock component, aligning directors with shareholders via equity issuance .
-
Risk considerations:
- Significant related‑party transactions with Sander Electronic CO., LTD., controlled by CEO/director Jay Huang (large product purchases and multiple private placements), elevating conflict‑of‑interest risk; Audit & Finance Committee is responsible for reviewing related‑party transactions, making the audit chair’s rigor critical .
- CEO’s influence via supplier relationship and equity financings requires robust independent committee oversight and adherence to charters and policies .
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Shareholder signals:
- 2025 Say‑on‑Pay approval passed (For: 3,197,023; Against: 32,897; Abstain: 477,757; Broker Non‑Votes: 353,668), indicating broad investor support for executive pay program .
- 2025 Say‑on‑Frequency selected “every two years” (1 Year: 114,096; 2 Years: 3,086,337; 3 Years: 483,029; Abstain: 24,215) .
2025 Shareholder Vote Outcomes
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Ratify GBQ Partners LLC (auditor) | 3,905,706 | 154,432 | 1,207 | — |
| Say‑on‑Pay (advisory) | 3,197,023 | 32,897 | 477,757 | 353,668 |
| Director Elections (Chen) | 3,681,120 For; 26,557 Withheld; 353,668 BNV | — | — | — |
| Say‑on‑Frequency | 1 Yr: 114,096 | 2 Yrs: 3,086,337 | 3 Yrs: 483,029 | 24,215 Abstain |
Overall, Wen‑Cheng Chen brings robust audit and finance expertise and is formally independent, with tangible accountability as Audit & Finance Chair amid elevated related‑party exposure elsewhere on the board. Effective oversight of related‑party transactions and rigorous auditor/controls supervision remain the critical levers for sustaining investor confidence .