Sean Warren
About Sean Warren
Independent director (age 53) with 25+ years in enterprise technology, cloud operations, and IT compliance. Appointed to FCUV’s board on August 10, 2022; previously served June 8, 2018–November 28, 2018. Education: Florida State University, accounting; fluent in Spanish. Current role: VP of Global Platform Services at Cotiviti (since 2021), managing ~1,000 employees across four countries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focus Universal Inc. (FCUV) | Independent Director | Jun 8, 2018–Nov 28, 2018 | Early board exposure; returned as director in 2022 |
| Domo | Director of Cloud Operations | 2016–2018 | Cloud ops leadership; platform reliability focus |
| Wells Fargo | VP of OPSA Change Advisory | 2019–2021 | Oversight of change management processes |
| Mountain Medical | CIO | Not disclosed | Enterprise IT leadership |
| Veyo Medical | CIO | Not disclosed | Enterprise IT leadership |
| Larry H. Miller | VP of IT | Not disclosed | Enterprise infrastructure |
| Omniture/Adobe | Various tech roles | Not disclosed | Software development and compliance |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Cotiviti | VP of Global Platform Services | 2021–Present | No (private) |
| Domo | Director of Cloud Operations | 2016–2018 | Yes (DOMO), but Warren’s role was operating, not board |
| Wells Fargo | VP of OPSA Change Advisory | 2019–2021 | Yes (WFC), operating role |
No other public company directorships for Warren are disclosed .
Board Governance
- Independence: Warren is one of three independent directors (with Pope and Clark). FCUV’s Chair (Edward Lee) and CEO (Desheng Wang) are not independent .
- Committees: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
- Attendance: Board held four meetings in 2024; all directors attended at least 75% of Board and committee meetings. Each committee met four times in 2024 .
- Lead Independent Director: Not disclosed .
- Executive sessions frequency: Not disclosed .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash retainer (independent directors) | $40,000 | $40,000 | Paid to all independent directors |
| Committee membership fees | Not disclosed | Not disclosed | No separate committee fees disclosed |
| Committee chair fees | Not disclosed | Not disclosed | Not disclosed for Nominating chair |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed |
| Equity grants (annual) | Options; all directors issued 2,500 options; vest over 1 year | Options; all directors issued 2,500 options; vest over 1 year | Option plan adopted Dec 17, 2018 (100,000 share reserve) |
Performance Compensation
- No performance-tied director compensation (no RSU/PSU metrics, bonuses, or performance scorecards for directors disclosed) . | Metric Category | Metric | Target | Actual | Linkage to Director Pay | |---|---|---|---|---| | Not disclosed | Not disclosed | – | – | No performance metrics for director pay disclosed |
Other Directorships & Interlocks
| Company | Relationship to FCUV | Nature of Interlock/Conflict |
|---|---|---|
| None disclosed | – | No public company board interlocks for Warren disclosed |
Expertise & Qualifications
- Core expertise: Software development, cloud management, enterprise infrastructure, IT compliance .
- Industry experience: Technology and enterprise systems (Omniture/Adobe, Domo, Wells Fargo, Cotiviti) .
- Education: Florida State University, accounting .
- Board qualifications: Governance leadership (Chair, Nominating & Corporate Governance Committee); technology/IT risk fluency relevant to Audit and Compensation oversight .
Equity Ownership
| Holder | Beneficial Ownership (Shares/Options) | % of Outstanding | Notes |
|---|---|---|---|
| Sean Warren | 6,750 (exercisable options reflected in beneficial tally) | <1% | Options exercisable: 6,750; no unexercisable options shown |
Outstanding option detail (as of Dec 31, 2024):
| Option Series | Exercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|
| Series A | 2,250 | 42.70 | Dec 30, 2032 |
| Series B | 2,250 | 14.90 | Dec 31, 2033 |
| Series C | 2,250 | 4.75 | Dec 31, 2034 |
- Vested vs unvested: All listed options are exercisable; unexercisable count “–” .
- Shares pledged/hedging: No pledging disclosures; Insider Trading Policy exists, but specific hedging prohibitions not detailed here .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
Related Party Transactions & Conflicts
- No related-party transactions involving Warren disclosed in 2024. Related-party items were loans with Golden Sunrise Investment LLC and CEO Desheng Wang; and private placements with CEO and Chair—none attribute to Warren .
Governance Assessment
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Strengths
- Independence and governance leadership: Chair of Nominating & Corporate Governance; member of Audit and Compensation; supports board refreshment and oversight .
- Attendance and engagement: Board and committees met regularly; directors met minimum attendance thresholds .
- Modest director cash retainer suggests cost discipline ($40,000 annually for independent directors) .
-
Weaknesses/Concerns
- Low personal ownership alignment: Beneficial ownership <1%; only options disclosed; no RSUs/DSUs indicated .
- Concentrated insider control environment: Officers/directors as a group own ~55.43% of common stock, which can diminish minority shareholder influence (contextual governance environment) .
- Limited disclosure on governance practices: No lead independent director or executive session frequency disclosed; no director-specific performance or ownership guidelines .
-
Red Flags
- None specific to Warren (no related-party transactions, no Section 16(a) issues noted for Warren). A late Section 16(a) filing involved Edward Lee, not Warren .
-
Implications for Board Effectiveness and Investor Confidence
- Warren’s technology and IT risk background is additive for Audit oversight and cyber/infrastructure risk governance; his chair role on Nominating enhances board process and independence posture .
- Alignment could be improved via higher equity participation or adopting director ownership guidelines; current ownership is minimal (<1%), reducing pay-for-performance alignment signals .
Supporting Citations
- Director nomination/committee roles and independence:
- Biographical details, age, tenure, education, external roles:
- Attendance and meeting frequency:
- Director compensation structure (cash, options plan) and practices:
- Outstanding equity awards detail:
- Beneficial ownership and % outstanding:
- Insider trading policy and governance documents availability:
- Related-party transactions (none tied to Warren):