Jae Chung
About Jae Chung
Jae Chung, 57, is Chief Financial Officer of FGI effective July 1, 2025; he previously served as Vice President, Investor Relations & Corporate Development since April 2024 and as a director from January 2022 through March 2024 . He holds a B.A. from Yale University and has 25+ years of public-markets investing experience (Franklin Mutual, Marcstone, Davis Selected, Evermore, Oakmont) focused on strategic, financial and operational analysis . Company performance into his CFO tenure shows revenue growth from FY2023 to FY2024 while EBITDA compressed and net income turned negative; quarterly 2025 trends show continued losses despite revenue stability, which heightens execution demands on finance and cost control. FY revenue rose to $131.8M vs $117.2M in FY2023*, EBITDA fell to $1.1M vs $4.3M*, and net income shifted to -$1.2M from $0.7M [FY revenue citations in table] [FY net income citation in table].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oakmont Corporation (Family Office) | Vice President | 2015–May 2021 | Helped manage public securities portfolio; deep public markets experience |
| Evermore Global Advisors | Co-Portfolio Manager | 2009–2011 | Co-managed strategies; special situations expertise |
| Davis Selected Advisors | Fund Management Team | 2003–2009 | Research and portfolio support across equities |
| Marcstone Capital Management | Founding Member | 2000–2003 | Built Europe-focused long/short hedge fund capability |
| Franklin Mutual Advisors | Co-Portfolio Manager (Discovery & European Funds) | 1996–2000 | Led value-oriented strategies; European exposure |
External Roles
No current external public-company directorships disclosed .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| CFO Base Salary | — | — | Appointed CFO effective 7/1/2025; salary set at $180,000 annually |
| Director Fees (Cash) | $56,000 | $16,154 | Pro-rated for 2024 due to resignation from Board on 4/1/2024 |
| Director Stock Awards (RSUs, grant-date FV) | $12,000 | $12,000 | Performance-based RSUs per 2021 Plan |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|---|
| Management Incentive Bonus (MIB) – NEO design (2024) | Revenue | 70% | — | Below threshold | $0 paid | Annual cash bonus based on corporate objectives |
| Management Incentive Bonus (MIB) – NEO design (2024) | Adjusted Net Income | 30% | — | Below threshold | $0 paid | Annual cash bonus based on corporate objectives |
| Option Awards – Bruce/Chen (2024 program design) | Revenue | 30% | — | Below weighted average | No vest | Performance options with 1/3 at first anniversary then monthly over 2 yrs |
| Option Awards – Bruce/Chen (2024 program design) | Adjusted Net Income | 20% | — | Below weighted average | No vest | Same schedule as above |
| Option Awards – Bruce/Chen (2024 program design) | ROIC | 50% | — | Below weighted average | No vest | Same schedule as above |
| PSUs – NEO design | ROIC | 100% | Multi-year | In-progress | N/A until end of period | 3-year vesting based on ROIC |
Notes:
- Mr. Chung will “participate in the Company’s Management Incentive Plan and Equity Incentive Plan” with targets/awards set by the Compensation Committee post-appointment; specific CFO metrics and targets are not yet disclosed .
- Compensation Committee independence and consultant: HR Enterprises, LLC; CEO excluded from deliberations on his own pay .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (last disclosed while director) | 0 shares owned; 4,444 options exercisable within 60 days as of April 15, 2023 |
| Ownership as % of shares outstanding | <1% (immaterial at that time) |
| Vested vs unvested (director awards) | 2022 director grant: 9,695 options to each director ; 2023–2024 director RSUs of $12,000 grant-date FV annually |
| Hedging/pledging policy | Company prohibits pledging, margin purchases, short sales, options on Company stock, and hedging transactions for directors/officers/employees |
| Ownership guidelines | Not disclosed |
| Pledging of FGI shares by Mr. Chung | None disclosed; pledging prohibited by policy |
Employment Terms
| Term | Disclosure |
|---|---|
| CFO appointment | Appointed CFO effective July 1, 2025 |
| Base salary | $180,000 |
| Bonus/Equity participation | Participates in MIP and Equity Incentive Plan at executive level; targets/awards to be set by Compensation Committee |
| Contract term, severance, change-in-control | Not disclosed for Mr. Chung. CEO/CFO historical agreements (others) typically include 12 months base salary and pro-rated bonus upon termination without cause, plus limited COBRA support; no tax gross-ups disclosed |
| Clawback | Not specifically disclosed; insider trading/hedging restrictions in place |
Company Performance During Tenure
| Metric | FY 2023 | FY 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| Revenues ($) | $117,241,604 | $131,818,073 | $35,594,426 | $33,212,548 | $30,998,260 | $35,848,861 |
| EBITDA ($) | $4,321,945* | $1,076,852* | -$229,075* | -$570,455* | -$93,179* | $1,076,247* |
| Net Income - (IS) ($) | $733,604 | -$1,201,089* | -$402,328 | -$629,092 | -$1,231,524 | -$1,651,332 |
| EBITDA Margin % | 3.6863%* | 0.8169%* | -0.6435%* | -1.7175%* | -0.3005%* | 3.0021%* |
Values marked with an asterisk were retrieved from S&P Global.
Board Governance (historical as director)
- Committees (2023): Audit (Member), Compensation (Chair), Nominating & Corporate Governance (Member) .
- Independence: Determined independent during his directorship .
Compensation Structure Analysis
- Increased emphasis on multi-year ROIC PSUs and performance options in 2023–2024 for NEOs; 2024 cash bonus and performance option vesting paid/vested at zero due to below-threshold outcomes, reinforcing pay-for-performance discipline .
- Director equity shifted from options (2022) to performance RSUs (2023–2024), reducing risk and aligning with long-term ROIC .
- No repricing or modification of underwater options disclosed; hedging/pledging prohibited, reducing misalignment risk .
Related Party Context
- Foremost Groups Ltd. owns ~71% of FGI; shared services and sourcing agreements in place; governance policies for related-party transactions adopted and overseen by Audit Committee . This controlling shareholder context can influence capital allocation and incentive calibration.
Investment Implications
- Compensation alignment: Mr. Chung’s CFO pay starts at a modest $180k with participation in MIP and equity plans; the Company’s prevailing design ties incentives to revenue, adjusted net income, and ROIC—metrics that directly address current profitability pressures and capital efficiency .
- Retention and selling pressure: No insider pledging allowed; no disclosed severance or CoC terms for Mr. Chung reduce unquantified parachute risk, though lack of disclosure limits precision. Prior director equity was small and performance-based, implying limited near-term selling pressure from legacy grants .
- Execution risk: 2025 YTD losses despite steady revenues underscore need for cost discipline and margin recovery; incentive structures focused on ROIC and adj. NI are appropriate but will require demonstrable progress to avoid continued zero payouts and potential retention challenges if goals are set aggressively [Quarterly table].
- Governance: Historic committee leadership suggests Mr. Chung understands compensation policy mechanics; combined with a controlling shareholder framework, expect conservative pay practices and tight oversight on cash/equity usage .