Wen-Jeng Chang
ENERGY FOCUS, INC/DEAbout Wen-Jeng Chang
Independent director of Energy Focus, Inc. (EFOI), age 61, serving since 2023. Chang is a finance executive and M&A specialist with 25 years at Yuanta Commercial Bank, including roles leading international operations; he holds a BA in Diplomacy from National Chengchi University and an MBA from George Washington University, with advanced certifications in corporate governance, sustainability accounting, cybersecurity, and resilience . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yuanta Commercial Bank | Chief Representative, Hong Kong Representative Office | Part of 25 years total service | Led international office operations |
| Yuanta Commercial Bank | Vice President, Offshore Banking Branch | Part of 25 years total service | Senior leadership in offshore banking |
| Yuanta Commercial Bank | Director, International Business Division | Part of 25 years total service | Directed international business activities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Formosa Hotel Co. Ltd. | Director | Current | Hospitality sector directorship |
| Yuanta Savings Bank Philippines, Inc. | Director | Prior | Financial services board experience |
Board Governance
- Independence: Board-determined independent director under Nasdaq rules .
- Attendance: Board met 20 times in FY2024; all current directors who served in 2024 attended ≥75% of Board and committee meetings; all but one director attended the June 12, 2024 annual meeting virtually .
- Committee assignments:
- Compensation Committee: Chair; committee met 3 times in 2024; all members independent .
- Audit and Finance Committee: Member; committee met 4 times in 2024; designated audit committee financial expert (SEC definition) .
- Nominating and Corporate Governance Committee: Member; committee met 3 times in 2024; all members independent .
| Committee | Role | 2024 Meetings | Independence/Designation |
|---|---|---|---|
| Compensation | Chair | 3 | All members independent |
| Audit & Finance | Member | 4 | Independent; Audit Committee Financial Expert |
| Nominating & Corporate Governance | Member | 3 | All members independent |
Fixed Compensation
2024 Director compensation structure uses cash retainers with an additional practice to pay 50% in cash by Jan 2025 and 50% in stock by July 2025, priced at the Nasdaq closing price the day before issuance .
| Component (2024) | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Board Retainer | $4,000 | Non-employee director cash retainer |
| Audit & Finance Committee Member | $8,000 | Member retainer |
| Compensation Committee Chair | $8,000 | Chair retainer |
| Nominating & Corporate Governance Member | $4,000 | Member retainer |
| Total Cash/Eq. Compensation | $24,000 | 50% cash paid by Jan 2025; 50% stock to be issued by July 2025; stock price set by prior-day close |
Performance Compensation
- No performance-based metrics (e.g., TSR, EBITDA targets) disclosed for directors; director compensation comprised of fixed retainers and committee fees; no option/RSU awards to Chang are disclosed for 2024 .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member is/was an officer or employee; no interlocking relationships exist with other entities’ boards/compensation committees .
- Related-party oversight: Audit & Finance Committee (of which Chang is a member) oversees related-party transactions; the company disclosed extensive transactions with entities affiliated with CEO Jay Huang and director Gina Huang; these were reviewed under company policies .
Expertise & Qualifications
- Education: BA (Diplomacy), National Chengchi University; MBA, George Washington University .
- Technical expertise: Finance executive; mergers & acquisitions; certifications in corporate governance, sustainability accounting, cybersecurity, resilience .
- Board qualifications: Designated Audit Committee Financial Expert by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of Record Date |
|---|---|---|---|
| Wen‑Jeng Chang | — (no beneficial ownership reported) | — | April 15, 2025 |
- Insider policy: Company prohibits hedging and short sales by directors/officers .
- Section 16(a) compliance: Based on review, all insiders filed required reports timely for FY2024 .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee and is an Audit Committee Financial Expert—both roles central to oversight and pay governance . Attendance met ≥75% threshold amid 20 Board meetings, indicating engagement . Hedging prohibited, supporting alignment .
- Alignment signals: Director fees partially in stock (50% of 2024 remuneration in stock by July 2025) provide modest equity linkage, though no explicit director stock ownership guidelines are disclosed .
- Potential concerns/RED FLAGS: No beneficial share ownership reported for Chang, limiting “skin-in-the-game” alignment . Significant related-party transactions with entities affiliated to other directors (Sander Electronic; Gina Huang), elevating conflict risk at the Board level—mitigated by Audit Committee oversight, but requires vigilant monitoring by Audit and Compensation committees (Chang’s committees) . No disclosure of performance-tied director equity (e.g., RSUs/DSUs with holding requirements), and no stated executive/board ownership guidelines—which may weaken long-term alignment .
- Summary implication: Chang’s financial and M&A background and committee leadership support governance effectiveness. The Board’s related-party exposures elsewhere heighten the importance of his oversight in Audit and Compensation, particularly around pricing, terms, and executive pay decisions; investors should monitor committee rigor, stock compensation issuance mechanics, and any future changes to director/exec ownership policies .