Irving Kau
About Irving Kau
Irving Kau, age 50, is the Chief Financial Officer of Focus Universal (FCUV). He was appointed CFO on November 18, 2022, after serving as VP of Finance and Head of Investor Relations since November 10, 2021 . His background includes Managing Partner roles at Elementz Ventures and KW Capital Partners, Head of Asia at GHS (now Seaport Global), and approximately 10 years as CFO of Origin Agritech (Nasdaq: SEED). He holds undergraduate degrees from Johns Hopkins University, a graduate degree from Rice University, and pursued a PhD in Business Strategy (economics) at USC . Company pay-versus-performance disclosures show weak shareholder returns and negative GAAP net income over 2022–2024, indicating challenging value creation during this period (TSR value of a $100 investment: $72.58 in 2022, $33.85 in 2023, $23.49 in 2024; GAAP net income: -$4.93M in 2022, -$4.72M in 2023, -$3.20M in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elementz Ventures | Managing Partner | Not disclosed | Invested in and grew companies across geographies |
| KW Capital Partners | Managing Partner | Not disclosed | Invested in and grew companies across geographies |
| GHS (now Seaport Global) | Head of Asia | Not disclosed | Capital markets leadership in Asia |
| Origin Agritech (Nasdaq: SEED) | Chief Financial Officer | ~10 years | CFO to institutional shareholder base (e.g., Wellington, Fidelity, Citadel) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current external directorships disclosed in FCUV filings |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 203,532 | 200,000 |
| Bonus ($) | 0 | 0 |
| Stock Awards ($) | 0 | 0 |
| Option Awards ($) | 0 | 0 |
| Other/Plan/All Other ($) | 27,863 | 4,741 |
| Total Compensation ($) | 222,107 | 204,741 |
Notes:
- The proxy presents standard SEC Summary Compensation Table line items. No cash bonus and no option awards were reported for Mr. Kau in 2023–2024; totals reconciled as shown .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Equity incentive under VP Finance agreement (pre-CFO): up to 10,000 FCUV shares per year | Not disclosed | Not disclosed | Not disclosed | Up to 10,000 shares/year if metrics achieved | 2,500 shares each quarter, contingent on metrics |
- The company does not disclose specific performance metrics, weightings, or goal levels for Mr. Kau’s award under his November 3, 2021 agreement. The Compensation Discussion and Analysis describes general factors (individual and company performance, responsibilities, market) but no formulaic bonus plan was disclosed for 2024 .
- No non-equity incentive plan payouts or performance share awards are reported for 2023–2024 for Mr. Kau .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sep 30, 2024 (pre reverse-split share count) | 36,000 | <1% | 68,667,760 shares outstanding at that date |
| Dec 31, 2024 (post reverse-split share count) | 3,600 | <1% | 7,153,647 shares outstanding at that date |
| Outstanding Awards at FY-End | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Options (exercisable / unexercisable) | None disclosed for Mr. Kau | None |
| Unvested Stock/Units | 25,000 shares not vested (pre-split) | None |
Additional alignment considerations:
- No pledging or hedging by Mr. Kau is disclosed; the beneficial ownership tables provide no indication of pledged shares .
- Corporate actions: FCUV effected a 1-for-10 reverse stock split effective January 31, 2025; outstanding shares reduced from ~74.0M to ~7.4M. Authorized common shares reduced proportionally (150M to 15M) .
- Mr. Kau is listed as a notice party in the Company’s September 2025 ATM Sales Agreement with Ladenburg Thalmann, indicating active involvement in capital markets and financing activities .
Employment Terms
| Term | Detail |
|---|---|
| Current Role | Chief Financial Officer (appointed Nov 18, 2022) |
| Prior FCUV Role | VP of Finance & Head of Investor Relations (since Nov 10, 2021) |
| Employment Agreement | Dated Nov 3, 2021 (for VP Finance role) |
| Base Salary (CFO) | $200,000 in 2024 (actual paid) |
| Equity Incentive (VP agreement) | Up to 10,000 shares/year, vesting 2,500 per quarter contingent on metrics |
| Severance/Change-in-Control | Company sponsors no plan providing compensation on retirement, resignation, termination, or change in control |
| Perquisites/Benefits | Standard employee health, dental, vision benefits |
Company Performance Context (Pay vs Performance)
| Year | Value of $100 Investment (TSR) | GAAP Net Income ($) |
|---|---|---|
| 2022 | 72.58 | (4,926,937) |
| 2023 | 33.85 | (4,718,142) |
| 2024 | 23.49 | (3,200,138) |
- Compensation Committee: Independent directors Carine Clark (Chair), Sean Warren, and Michael Pope; met four times in 2024 .
- The committee emphasizes retention and market competitiveness; packages include base salary, potential bonus, and equity, without formulaic metrics disclosed publicly for 2024 .
Compensation Structure Analysis
- Mix shift and risk: Mr. Kau’s reported 2023–2024 pay is predominantly fixed salary with minimal “other” amounts and no bonus or option value reported, lowering explicit pay-at-risk linkage to performance in those years .
- Equity incentive design: His VP-level agreement included quarterly vesting RS-style shares contingent on undisclosed metrics; however, by 12/31/2024, he had no outstanding unvested equity, and no options, reducing ongoing retention hooks tied to vesting .
- Severance/CIC exposure: FCUV discloses no severance or change-in-control plans for executives—no guaranteed multiples, no single/double-trigger acceleration—limiting potential “golden parachute” risk but also limiting retention protections during strategic transitions .
- Governance signals: No tax gross-ups, SERP/retirement plans, or deferred compensation plans disclosed, suggesting relatively simple, cash-light executive compensation infrastructure .
Investment Implications
- Alignment and retention: Very low beneficial ownership (3,600 shares, <1%) and absence of outstanding vesting equity reduce “skin-in-the-game” and may elevate retention risk relative to companies that maintain ongoing vesting schedules for key finance executives .
- Pay-for-performance: With no cash bonuses or option awards reported for 2023–2024, investor alignment hinges on share ownership and equity vesting that is currently minimal; meanwhile, company TSR and earnings trends were negative over 2022–2024 .
- Capital markets posture: The CFO’s inclusion as a notice party on the ATM Sales Agreement and the company’s reverse split/regained Nasdaq compliance underscore a focus on maintaining listing and access to equity capital; these actions can increase dilution risk but may stabilize liquidity—monitor Form 4 filings for any insider participation or selling pressure as financing continues .
- Risk/Red flags: No severance/CIC protections, no disclosed clawbacks, and no detailed performance metric frameworks reduce compensation complexity but also limit transparency on performance conditioning; no pledging disclosures identified for Mr. Kau .
— Citations —
Biography, age, appointment, education, and prior roles .
Compensation program philosophy and committee composition .
Summary Compensation Table (2023–2024) and totals .
Employment agreement terms and absence of severance/CIC plans .
Outstanding awards at FY-end (none for 2024; 25,000 unvested stock at 2023) .
Beneficial ownership and outstanding shares as of 9/30/2024 and 12/31/2024 .
Pay-versus-performance TSR and GAAP net income .
Reverse split and capitalization effects .
ATM agreement notice parties .