Heidy Chow
About Heidy Chow
Heidy Chow, age 47, is an independent director of Franklin Wireless Corp. (doing business as Franklin Access) and serves as Audit Committee Chair; she is a Certified Public Accountant and Assurance Partner at The Pun Group, LLP, with 15+ years in auditing, consulting, and finance, and prior public accounting experience at RSM US and Ernst & Young; she holds a B.S. in Accounting from California State Polytechnic University, Pomona . The Board has determined Ms. Chow qualifies as an “audit committee financial expert” under the Securities Exchange Act of 1934 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pun Group, LLP | Assurance Partner | Over fifteen years of combined experience across auditing/consulting/finance (aggregate career, not firm-specific) | Leads audit engagements; designs/plans audits per AICPA GAAS and PCAOB standards |
| RSM US | Public Accounting (audit) | Not disclosed | Specialized in corporate accounting and auditing services |
| Ernst & Young | Public Accounting (audit) | Not disclosed | Specialized in corporate accounting and auditing services |
| Various private companies | Contract Chief Financial Officer | Not disclosed | Finance leadership on contract basis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Pun Group, LLP | Assurance Partner | Not disclosed | External professional role; not the Company’s independent auditor (Simon & Edward, LLP is the auditor) |
Board Governance
| Attribute | Detail |
|---|---|
| Board attendance (FY2025) | The Board held four meetings; each director attended all meetings |
| Committees | Audit Committee (Chair: Heidy Chow; members: Ira Greenstein, Kristina Kim) ; Compensation Committee (Chair: Johnathan Chee; member: Kristina Kim) ; Nominating Committee (Chair: Johnathan Chee; member: Heidy Chow) |
| Audit Committee activity | Met four times in FY2025; members meet NASDAQ independence standards; Chow designated “audit committee financial expert” |
| Compensation Committee activity | Met three times in FY2025 |
| Nominating Committee activity | Met one time in FY2025 |
| Auditor interactions | Audit Committee reviewed/discussed audited financials with Simon & Edward, LLP; received PCAOB-required independence communications; recommended inclusion of audited financials in FY2025 10-K |
Fixed Compensation
| Fiscal Year | Component | Amount | Notes |
|---|---|---|---|
| FY2025 | Fees earned or paid in cash (Director total) | $22,933 | Individual total for Ms. Chow in FY2025 |
| FY2025 | Base annual director retainer | $20,000 | Base rate for the year ended June 30, 2025 |
| FY2025 | Chairman retainer change (context) | $30,000 | Chairman’s annual compensation increased by $10,000 effective start of FY2026 (not specific to Ms. Chow) |
| FY2025 | Board-approved bonuses (context) | $10,000 total | Discretionary bonuses approved by Board when business performed exceptionally well (pool; per-director amounts not disclosed) |
| FY2025 | Reimbursements (context) | $542 total | Directors’ business expense reimbursement total (pool; per-director amounts not disclosed) |
Performance Compensation
| Category | Detail |
|---|---|
| Equity awards outstanding | None for any non-officer director as of June 30, 2025 |
| Equity grant policy | Non-employee directors may receive stock option grants from time to time; no established policy for such grants |
| Performance metrics tied to director pay | None disclosed for director compensation; bonuses are discretionary based on “exceptionally well” business performance |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past five years) | None disclosed for Ms. Chow; proxy states none of the directors held directorships in other reporting companies or registered investment companies during the past five years (except as set forth in the proxy) |
Expertise & Qualifications
- CPA with deep audit and corporate accounting expertise; designs and plans audits per AICPA GAAS and PCAOB standards .
- Designated “audit committee financial expert”; chairs the Audit Committee overseeing auditor independence and financial reporting integrity .
- B.S. in Accounting from Cal Poly Pomona; prior experience at RSM US and Ernst & Young; periodic CFO roles for private firms .
Equity Ownership
| Category | Detail |
|---|---|
| Individual beneficial ownership (as of Sept 30, 2025) | Not separately disclosed for Ms. Chow in the beneficial ownership table; table lists certain directors and holders but does not include Ms. Chow individually |
| Group holdings | All directors and executive officers as a group: 3,341,945 shares, 28.4% |
Governance Assessment
- Board effectiveness: Chow’s audit leadership and “financial expert” designation, coupled with 100% attendance and active committee cadence (Audit: 4x; Comp: 3x; Nom: 1x), support robust oversight of reporting and controls .
- Independence: Audit Committee members meet NASDAQ independence standards; Chow is non-employee and serves as Audit Chair, which enhances investor confidence in financial oversight .
- Pay and alignment: Conservative director pay structure—cash retainer ($20,000) with modest total cash ($22,933 for Chow)—and no outstanding director equity awards limit pay-related conflicts; performance metrics are not used for director pay, bonuses are discretionary .
- Interlocks/conflicts: No other public company directorships disclosed for Chow over the past five years, reducing interlock/conflict risk ; the company’s independent auditor is Simon & Edward, LLP, and the Audit Committee reported on independence and communications (no indication of services from The Pun Group to the Company), mitigating audit-related conflicts .
- RED FLAG context (Company-level): A 2023 civil jury verdict awarded $2,000,000 to the Company against its CEO for Section 16(b) short-swing profits; this heightens the importance of independent audit oversight and governance rigor at the board level .
- Change-of-control risk (Company-level): Legacy change-of-control agreements for the CEO ($5M) and SVP ($2M) extended through October 2027 may influence incentive structures and governance posture; not specific to Chow but relevant to board compensation oversight .
Director Compensation (FY2025 Detail)
| Name | Cash Fees ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Heidy Chow | 22,933 | – | – | 22,933 |
| Policy notes | Base retainer $20,000 | No established option grant policy | Reimbursements total $542 (pool) | Board-approved bonuses total $10,000 (pool) |
Committees & Attendance
| Committee | Role | FY2025 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Chair (Heidy Chow); Members: Ira Greenstein, Kristina Kim | 4 | Members meet NASDAQ independence; Chow is “audit committee financial expert” |
| Compensation | Chair: Johnathan Chee; Member: Kristina Kim | 3 | Charter available via company website |
| Nominating | Chair: Johnathan Chee; Member: Heidy Chow | 1 | Charter available via company website |
| Board (overall) | Director attendance | 4 | Each director attended all Board meetings |
Other Disclosures
- Director slate: Chow is among five nominees to hold office until the next annual meeting (FY2025 proxy) .
- Audit Committee report: Reviewed/discussed audited statements with Simon & Edward, LLP; discussed required PCAOB matters; received independence communications; recommended inclusion of audited financials in FY2025 10-K .