Desheng Wang
About Desheng Wang
Dr. Desheng Wang is Chief Executive Officer, Secretary, and a Director of Focus Universal Inc. (FCUV), serving on the board since December 29, 2014; he is 61 years old as of the April 21, 2025 record date . He holds a B.S. in Physics (Hebei Normal University, 1985), an M.S. (Dalian Institute of Chemical Physics, Chinese Academy of Sciences, 1988), and a Ph.D. in Chemistry (Emory University, 1994), and served as a senior research fellow at Caltech (1994–2011) . FCUV’s pay-versus-performance shows negative GAAP net income in 2022–2024 and significant TSR declines (fixed $100 investment ended at $72.58 in 2022, $33.85 in 2023, and $23.49 in 2024) over those years, indicating underperformance during the period reported . FCUV disclosed going-concern doubts and continuing operating losses, amplifying execution risk; the audit report includes a going-concern emphasis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Institute of Technology | Senior Research Fellow | 1994–2011 | Long tenure in advanced research underpinning FCUV’s tech roadmap . |
| Focus Universal Inc. | Director | Since 2014 | Founder-level continuity; technology commercialization oversight . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vitashower Corporation | President | Last five years (as of 2025 record date) | Consumer products leadership; manufacturing relationships . |
| Perfecular Inc. (prior) | President | Prior to record date | Subsidiary/product development alignment for FCUV . |
Fixed Compensation
| Year | Base Salary ($) | Director Fees ($) | Notes |
|---|---|---|---|
| 2024 | 120,000 | 0 (affiliated directors received no director comp) | Employment agreement effective Nov 1, 2018 fixed salary $120,000/year . |
| 2023 | 122,308 | 0 | — |
Performance Compensation
| Year | Non-Equity Incentive Plan Payout ($) | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|---|
| 2024 | 21,020 | 0 | 29,595 | Metrics used include filings timeliness, sales/AR growth, M&A closure, capital raises, and 90-day trading volume targets; weightings not disclosed . |
| 2023 | 21,020 | 0 | 85,845 | — |
| Metric | Weighting | Target | Actual | Payout Impact | Vesting |
|---|---|---|---|---|---|
| On-time filing of quarterly and year-end financials | Not disclosed | Not disclosed | Not disclosed | Included in non-equity incentive plan | Not applicable |
| Sales/AR increase over 20% QoQ via new lines (e.g., Lusher/One Touch Financial) | Not disclosed | Not disclosed | Not disclosed | Included in non-equity incentive plan | Not applicable |
| Closure of M&A/asset purchases | Not disclosed | Not disclosed | Not disclosed | Included in non-equity incentive plan | Not applicable |
| Completion of capital raise agreements (ELOCs/convertibles) | Not disclosed | Not disclosed | Not disclosed | Included in non-equity incentive plan | Not applicable |
| Average 90-day trading volume increase of 15% QoQ | Not disclosed | Not disclosed | Not disclosed | Included in non-equity incentive plan | Not applicable |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,262,800 shares (32% of 7,153,647 outstanding as of Dec 31, 2024) . |
| Directors/officers group | 3,965,065 shares (55.43% of outstanding) indicating control concentration . |
| Options (Desheng Wang) | 4,500 @ $38.00 exp 8/6/2029; 2,250 @ $20.00 exp 12/10/2030; 2,250 @ $59.10 exp 12/30/2031; 2,250 @ $42.70 exp 12/30/2032; 2,250 @ $14.90 exp 12/31/2033; 2,250 @ $4.75 exp 12/31/2034; all shown as exercisable, unexercisable none listed . |
| In/Out-of-the-money status | As of Feb 3, 2025, FCUV price $6.09; only $4.75-strike options appear in the money; all others out-of-the-money . |
| Vested vs unvested | Table lists exercisable options only; no unexercisable options for Wang at year-end . |
| RSUs/PSUs | None disclosed . |
| Pledging/hedging | Insider Trading Policy with mandatory pre-clearance, quarterly blackout windows; no pledging disclosures noted . |
| Stock ownership guidelines | Not disclosed . |
Employment Terms
- Role and tenure: CEO and Secretary; Director since Dec 29, 2014 .
- Employment agreement: Effective Nov 1, 2018, salary $120,000/year; no other perquisites disclosed .
- Severance/Change-of-control: Company states it sponsors no plan that would provide compensation or benefits upon retirement, resignation, or termination due to a change in control or role change post-CoC; implies no severance multiples or accelerated vesting terms .
- Clawback provisions: Not disclosed in proxy; Insider Trading Policy exists, but no executive compensation clawback detail is provided .
- Non-compete/non-solicit/garden leave: Not disclosed .
Board Governance
- Board service: Director since 2014; dual role as CEO and Secretary .
- Independence: Wang is not independent; board consists of a majority of independent directors (Pope, Clark, Warren); Chair is Dr. Edward Lee (also not independent) .
- Committees: Audit (Chair: Michael Pope; Members: Clark, Warren), Compensation (Chair: Carine Clark; Members: Warren, Pope), Nominating & Governance (Chair: Sean Warren; Members: Pope, Clark); Wang is not listed on these committees .
- Attendance: Board met four times in 2024; all directors attended at least 75% of meetings .
- Executive sessions/Lead Independent Director: Not disclosed .
Director Compensation (for context)
- Affiliated directors (including Wang) received no director compensation in 2023–2024 .
- Independent directors: $40,000 cash in 2023 and 2024; plus option grants under the 2018 plan (2,250 options on Jan 2, 2024 at $15.00 per share, and prior annual grants) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 353,619 | 440,543* | 398,137 |
| EBITDA ($) | (5,039,380)* | (4,783,803)* | (6,126,640)* |
| Net Income ($) | (4,926,937)* | (4,718,142)* | (3,200,138)* |
Values with asterisk are retrieved from S&P Global.
| Pay vs Performance (Company disclosure) | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (fixed $100 investment) | $72.58 | $33.85 | $23.49 |
| GAAP Net Income ($) | (4,926,937) | (4,718,142) | (3,200,138) |
Notable achievements and risks:
- Significant R&D investment ($1.38M in 2024; $1.32M in 2023) advancing PLC, Ubiquitor, and reporting software .
- Going-concern emphasis by auditor and persistent losses; negative operating cash flow in 2024 (–$4.66M) .
- Legal proceedings at subsidiaries may create contingent liabilities .
Related Party Transactions (Red Flags/Alignment)
- CEO loaned funds to the company: two-year loan initiated April 2, 2024 at 12% interest; principal increased to $801,000; repaid July 9, 2024; interest expense $19,501; mitigated short-term liquidity, but signals capital needs .
- Private placement: On/about Sept 18, 2024, CEO purchased 100,000 shares at $3.00/share ($300,000), aligning with capital raise; chairman purchased same amount .
Compensation Structure Analysis
- Mix and trends: 2024 equity option grant fair value ($29,595) decreased vs 2023 ($85,845), with steady non-equity payout ($21,020 both years) and near-flat base salary; suggests reduced equity grant intensity amid underperformance .
- No RSUs/PSUs and no disclosed performance share metrics beyond bonus criteria; limited formal pay-for-performance transparency (no weightings/targets) .
- Director pay excludes Wang; independent oversight via Compensation Committee, with authority to hire independent consultants (usage not disclosed) .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes non-binding say-on-pay and say-on-pay frequency proposals; Board recommends triennial frequency .
Equity Award Detail (Options) — Desheng Wang
| Grant Date | Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| Aug 6, 2019 | 4,500 | 38.00 | Aug 6, 2029 |
| Dec 10, 2020 | 2,250 | 20.00 | Dec 10, 2030 |
| Dec 30, 2021 | 2,250 | 59.10 | Dec 30, 2031 |
| Dec 30, 2022 | 2,250 | 42.70 | Dec 30, 2032 |
| Dec 31, 2023 | 2,250 | 14.90 | Dec 31, 2033 |
| Dec 31, 2034 (grant Jan 2, 2024 cycle) | 2,250 | 4.75 | Dec 31, 2034 |
Note: Outstanding awards are listed as exercisable; vesting schedules for new grants are not specified in the proxy tables .
Board Service History, Committee Roles, Dual-Role Implications
- Wang’s dual role (CEO + Secretary + Director) coupled with 32% ownership concentrates influence; however, a majority-independent board and independent committees provide structural checks .
- Chair is not independent (Dr. Edward Lee), which may dilute independent oversight; compensating factor is independent committee leadership (Audit—Pope; Compensation—Clark; Nominating—Warren) .
Investment Implications
- Alignment: High insider share ownership (32% Wang, 55% insiders overall) aligns incentives but raises control and governance risk; limited disclosure on clawbacks, ownership guidelines, and formal severance terms dampens pay-for-performance confidence .
- Selling pressure: Minimal near-term vesting overhang for Wang; most options are far out-of-the-money at $6.09 (as of Feb 3, 2025), except the $4.75-strike tranche, reducing incentive to exercise/sell; lack of RSUs/PSUs implies limited forced vesting supply .
- Retention & execution: Base salary is modest; bonus tied to operational milestones (filings, sales/AR, capital markets, M&A) may support near-term liquidity actions rather than profitability; persistent losses and going-concern flag heighten execution risk .
- Trading signals: CEO’s cash buy in the Sept 2024 private placement ($300,000) is a positive alignment signal; however, continued dilution risk from authorized share increases and preferred authorization proposals may pressure equity holders if capital raises continue .
- Governance: Independent committees and director attendance are positives; non-independent Chair and concentrated control warrant monitoring of say-on-pay outcomes and any related-party arrangements (e.g., insider loans) .