David Lee
About David Lee
Yun J. (David) Lee is Senior Vice President of Sales at Franklin Wireless (FKWL), appointed to the role on July 14, 2023 after previously serving as Chief Operating Officer; the title change did not affect his compensation . Age and education were not disclosed in the DEF 14A filings reviewed . During his tenure window, company-level pay-versus-performance disclosure shows TSR values (value of $100 initial investment) of $17.67 in FY2023, $14.51 in FY2024, and $31.86 in FY2025, alongside net income (loss) of $(2,863,021), $(3,964,016), and $(243,101), respectively . As of September 30, 2025, Lee beneficially owned 185,000 shares (1.6% of outstanding), indicating meaningful equity alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Franklin Wireless Corp. | Senior Vice President of Sales | Jul 14, 2023–present | Transitioned from COO to lead sales; title change with no comp change . |
| Franklin Wireless Corp. | Chief Operating Officer | –Jul 14, 2023 | Senior operating leadership prior to SVP Sales; options and bonus plans applied under NEO framework . |
External Roles
No external public-company directorships or external roles for Lee were disclosed in the DEF 14A filings reviewed .
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $300,000 | $300,000 | $300,000 |
| Paid Bonus | $0 | $120,000 | $0 |
| Accrued Bonus | — | — | $3,000 |
| Total Compensation | $300,000 | $420,000 | $303,000 |
Notes:
- FY2025 shows $3,000 accrued bonus for Lee; no paid bonus .
- Company disclosure frames executive bonuses as Board-set and discretionary on a quarterly basis .
Performance Compensation
| Plan/Instrument | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (STI) | Board-set performance targets (not itemized) | Not disclosed | Not disclosed | Not disclosed at metric level | FY2024: $120,000; FY2025: $3,000 accrued | N/A |
| Stock Options (LTI) | Time-based vesting; no PSU metrics disclosed | N/A | N/A | N/A | N/A | 33.3% each year over 3 years; 5-year term |
Short-term incentive payouts (actuals):
| Fiscal Year | Paid Bonus | Accrued Bonus |
|---|---|---|
| FY2023 | $0 | — |
| FY2024 | $120,000 | — |
| FY2025 | $0 | $3,000 |
Design observations:
- Executive bonuses are determined quarterly at the Board’s discretion; performance metrics, weightings and targets are not disclosed, limiting pay-for-performance transparency .
Equity Ownership & Alignment
Beneficial ownership (as of Sept 30, 2025):
| Holder | Shares | % Outstanding |
|---|---|---|
| Yun J. (David) Lee | 185,000 | 1.6% |
Outstanding equity awards (as of June 30, 2025):
| Instrument | Quantity | Exercise Price | Expiration | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Option | 100,000 | $5.40 | 07/13/2025 | 33.3% annually over 3 years; 5-year term | Full vesting accelerates upon change in control |
| Stock Option | 15,000 | $3.38 | 12/27/2026 | 33.3% annually over 3 years; 5-year term | Full vesting accelerates upon change in control |
Additional alignment and risk considerations:
- Insider Trading Policy prohibits hedging, short sales, and restricts pledging without advance approval, reducing misalignment risk .
- No pledging by Lee is disclosed in the beneficial ownership table; no footnotes indicate pledges for him .
- No executive stock ownership guidelines or compliance status are disclosed for Lee in the proxies reviewed .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; no general severance agreements for executives disclosed (except separate agreement for the CEO) . |
| Change-of-Control (CoC) | Standalone Change of Control Agreement for Lee provides $2,000,000 lump-sum payment upon a change of control; extended through October 2027 . |
| Equity acceleration on CoC | Options fully accelerate upon change in control . |
| Clawback/Recoupment | Mandatory Recoupment Policy to recover erroneously awarded compensation in the event of an accounting restatement . |
| Hedging/Pledging | Policy prohibits hedging, short sales, and restricts pledges without advance approval . |
| Non-compete/Non-solicit | Not disclosed for Lee in the proxies reviewed . |
Performance & Track Record
Company-level pay-versus-performance indicators (PEO/NEO framework):
| Fiscal Year | TSR value of $100 initial investment | Net Income (Loss) |
|---|---|---|
| FY2023 | $17.67 | $(2,863,021) |
| FY2024 | $14.51 | $(3,964,016) |
| FY2025 | $31.86 | $(243,101) |
Notes:
- These are company-level outcomes; the proxy does not attribute specific operating achievements or failures to Lee individually .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: Lee’s compensation remained salary-heavy with limited equity grants disclosed during FY2023–FY2025; option awards outstanding reflect prior grants rather than new equity issuance .
- Discretionary bonuses: Bonuses were paid/accrued ($120,000 in FY2024; $3,000 accrued in FY2025) without disclosed metric weightings or targets, suggesting significant committee discretion .
- Option structure: Time-based vesting over three years with five-year option terms and change-in-control acceleration aligns incentives with tenure and M&A outcomes; options with 2025 and 2026 expirations concentrate potential exercise or lapse windows .
Risk Indicators & Red Flags
- CoC economics: $2,000,000 single-event CoC payout plus equity acceleration may influence incentives in strategic alternatives scenarios .
- Hedging/pledging: Company policy restricts, which is governance-positive; no pledging disclosed for Lee .
- Clawback: Presence of a mandatory recoupment policy mitigates restatement risk on pay .
- Transparency: Absence of disclosed bonus metrics/weightings and lack of ownership guidelines reduce pay-for-performance visibility .
Investment Implications
- Alignment: Lee holds 1.6% of outstanding shares and maintains legacy options (115,000 total) with CoC acceleration—signaling financial alignment and potentially outsized sensitivity to strategic transactions .
- Cash-heavy pay and discretionary bonuses: Stable $300,000 base with sizable bonus variance ($120,000 in FY2024 vs $3,000 accrued in FY2025) indicates tighter cash incentives tied to Board discretion, but limited disclosure of metrics weakens external assessment of execution linkage .
- Trading signals: Option expirations (July 13, 2025; December 27, 2026) create defined windows for exercise/settlement decisions; combined with policy trading windows and blackout periods, these dates can influence insider activity cadence .
- CoC retention economics: The $2,000,000 CoC payment, extended through October 2027, plus equity acceleration may reduce retention risk through an M&A process while increasing management incentives to support value-realizing transactions .
- Governance: Clawback and anti-hedging/pledging controls are positives; however, lack of published performance weightings/targets and absence of executive ownership guidelines are transparency gaps to monitor .