Edward Lee
About Edward Lee
Edward Lee is Chairman of the Board at Focus Universal Inc. (FCUV), age 60, and has served on the Board since October 21, 2015; he was President until November 15, 2019, when he became Chairman . He holds a Ph.D. in Mathematics from the University of Florida (1991), an M.S. from University of Science and Technology of China (1985), and a B.S. in Mathematics from Lanzhou University (1983); prior roles include assistant professor at Tsinghua University (1986) and National University of Singapore (1992) . Lee is not an independent director; FCUV’s Board identifies him and CEO Desheng Wang as non‑independent, with three independent directors on all standing committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focus Universal Inc. | Director | Oct 21, 2015 – present | Board member; not on audit/comp/nom committees |
| Focus Universal Inc. | President | Oct 21, 2015 – Nov 15, 2019 | Executive role prior to becoming Chairman |
| Focus Universal Inc. | Chairman of the Board | Nov 15, 2019 – present | Board Chair; Board held 4 meetings in 2024 with ≥75% director attendance |
| Tsinghua University | Assistant Professor | 1986 | Academic appointment |
| National University of Singapore | Assistant Professor | 1992 | Academic appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AIDP (dietary supplement ingredient supplier) | Chief Executive Officer | 1996 – present | Leads R&D and commercialization of proprietary ingredients |
| American Chinese CEO Association | Vice Chairperson | Ongoing | Industry association leadership |
Board Governance
- Board size: 5; Lee serves as Chairman and is not independent; independent directors are Michael Pope, Carine Clark, and Sean Warren .
- Committee composition: Audit (Chair: Michael Pope; members Clark, Warren), Compensation (Chair: Carine Clark; members Warren, Pope), Nominating & Corporate Governance (Chair: Sean Warren; members Pope, Clark) — all committees fully independent .
- Committee membership for Edward Lee: None disclosed (not listed as a member of any standing committee) .
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Independence status: Not independent .
- Shareholder voting (2025 annual meeting): Lee re‑elected with 4,685,036 “For” votes (10,324 “Against”, 599 “Withheld”, 859,439 broker non‑votes) . Say‑on‑pay passed (4,688,113 “For”) and say‑on‑frequency favored annual (1‑year: 4,130,023 vs 3‑year: 561,242), diverging from Board’s triennial recommendation .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual retainer (cash) | $0 | $0 | Affiliated directors (incl. Edward Lee) did not receive director cash comp; independent directors received $40,000 cash in 2023 and 2024 . |
| Meeting fees | Not disclosed | Not disclosed | No separate meeting fees disclosed. |
| Committee membership fees | N/A (not a committee member) | N/A (not a committee member) | Committees are fully independent (Lee not on committees) . |
Performance Compensation
| Award Type | Grant mechanics | Vesting | Specific Awards Outstanding |
|---|---|---|---|
| Stock options | Directors have historically received option grants (Board practice grants at fiscal year start); all directors issued 2,500 options per person under 2018 Stock Option Plan; Board/Compensation Committee approve grants . | “Such options will vest over a period of one year” for the 2,500 per‑person issuance; general practice: grants on fixed dates; no timing around MNPI . | Edward Lee options (exercisable): 4,500 @ $38.00 exp 08/06/2029; 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 . |
Performance metrics tied to director compensation: None disclosed (director pay is cash retainer for independents and option grants; performance metrics listed in proxy pertain to executive officers) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| Boxlight Corporation (Nasdaq: BOXL) | Public | Not a director; listed for Michael Pope (FCUV director) context | N/A | No disclosed interlock involving Edward Lee. |
| Domo, Inc. (NASDAQGM: DOMO) | Public | Not a director; listed for Carine Clark context | N/A | No disclosed interlock involving Edward Lee. |
| AIDP | Private | CEO | N/A | No related‑party transactions disclosed with AIDP. |
No other public company directorships for Edward Lee are disclosed in FCUV’s proxy .
Expertise & Qualifications
- Advanced quantitative training: Ph.D. in Mathematics (University of Florida); prior academic appointments (Tsinghua, NUS) .
- Operating experience: CEO of AIDP since 1996 (dietary supplement ingredients) with R&D and commercialization focus; Vice Chairperson of American Chinese CEO Association .
- Board leadership: Chairman of the Board since 2019; long-tenured FCUV director since 2015 .
Equity Ownership
| Metric (as of Dec 31, 2024) | Value |
|---|---|
| Total beneficial ownership (shares) | 1,202,250 |
| Ownership % of outstanding shares | 16.8% of 7,153,647 outstanding |
| Options exercisable (see Performance Compensation) | 15,750 exercisable options detailed above |
| Vested vs unvested breakdown | Outstanding table shows exercisable; no unexercisable options listed for Lee |
| Shares pledged as collateral | No pledging disclosure in proxy |
| Recent purchases/sales relevant to alignment | Purchased 100,000 FCUV shares in private placement at $3.00/share on or about Sep 18, 2024; $300,000 cash consideration (Subscription Agreement) . |
| Section 16(a) compliance | Late Form 4 reporting of certain indirect transfers (reported on Form 5 filed Feb 19, 2025) |
Governance Assessment
- Board effectiveness and independence: Committees are fully independent, with experienced chairs (Audit financial expert designation for Michael Pope) — positive governance structure; however, the Board Chair (Edward Lee) is not independent, which can weaken independent oversight unless a Lead Independent Director exists (not disclosed) .
- Attendance and engagement: Board held 4 meetings in 2024; all directors attended ≥75% — acceptable but not best‑in‑class detail since per‑director rates are not disclosed .
- Compensation alignment: Affiliated director Lee received no director cash retainer; option grants provide equity alignment; significant personal ownership (16.8%) and participation in capital raise at market‑like terms ($3.00/share) suggest alignment, though concentrated insider ownership (top two insiders >48%) can entrench control .
- Shareholder voice: Strong support for NEO pay (Say‑on‑Pay “For” 4.69M vs 7k “Against”) but shareholders chose annual say‑on‑pay frequency despite Board recommendation for triennial, signaling preference for tighter compensation oversight cadence .
- Related‑party exposure: CEO loans and Golden Sunrise related party financing were repaid in 2024; Edward Lee’s related transaction was a straightforward cash subscription; no ongoing related‑party indebtedness remains as of year‑end — neutral to slightly positive after repayment .
- Compliance RED FLAGS:
- Non‑independent Board Chair (Edward Lee) — governance risk if no Lead Independent Director/executive sessions structure .
- Late Section 16 reporting by Edward Lee (indirect transfers) — process/control weakness, though subsequently cured via Form 5 .
Overall: Committee independence and equity ownership are positives; the non‑independent Chair and late Section 16 filing are watch‑items. Continued monitoring of related‑party dealings and insider reporting timeliness is warranted .