Johnathan Chee
About Johnathan Chee
Johnathan Chee, age 62, is Chairman of the Board and a non‑employee director of Franklin Wireless Corp. and has served on the Board since September 2009 . He is an attorney and owner of the Law Offices of Johnathan Chee in Niles, Illinois (since August 2007), with prior experience at C&S Law Group (1998–2007); he holds a B.A. from the University of Illinois–Chicago and a J.D. from IIT Chicago‑Kent College of Law and is a member of the Illinois Bar Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of Johnathan Chee (Niles, IL) | Owner (Attorney) | Aug 2007–present | Represents clients in negotiations with Ameritech, SBC, Sprint, and carriers in Latin America |
| C&S Law Group, P.C. (Glenview, IL) | Attorney | 1998–2007 | Business law practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | No other public company directorships disclosed for Chee in past five years |
| Non‑profit/academic/private boards | — | — | Not disclosed |
Board Governance
- Current Board: OC Kim (President/CEO), Johnathan Chee (Chairman), Heidy Chow, Kristina Kim, Ira Greenstein .
- Committees (FY2025):
- Compensation Committee: Chee (Chair) and Kristina Kim .
- Nominating Committee: Chee (Chair) and Heidy Chow .
- Audit Committee: Heidy Chow (Chair), Ira Greenstein, Kristina Kim (Audit members meet NASDAQ independence standards; Chow designated “audit committee financial expert”) .
- Attendance: Board met four times in FY2025; each director attended all meetings (100% attendance). FY2024 also four meetings with full attendance .
- Independence: Audit Committee independence affirmed (Chee not a member). Chee is a non‑employee director; compensation for directors is cash fees, with no equity awards outstanding as of June 30, 2025 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual director fee – Chee ($) | 20,000 | 22,500 |
| Director base rate ($) | 20,000 | 20,000 (Chairman’s annual compensation approved to increase to $30,000 effective FY2026) |
- Policy: Employee directors receive no director cash/equity compensation; non‑employee directors are reimbursed for out‑of‑pocket expenses and may receive stock option grants from time to time, though no established policy exists .
Performance Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Board‑level director bonuses approved ($) | 0 | 10,000 (aggregate across directors) |
- No performance metrics or equity awards disclosed for non‑officer directors; no outstanding director equity awards as of June 30, 2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards (current/past 5 years) | None disclosed for Chee; (Greenstein serves on Forafric Global plc) |
| Interlocks with competitors/suppliers/customers | None disclosed for Chee |
| Related party transactions | None involving Chee disclosed in the proxy materials reviewed |
Expertise & Qualifications
- Legal expertise: Business attorney with negotiation experience across telecom carriers (Ameritech, SBC, Sprint, Latin America) .
- Education: B.A. University of Illinois–Chicago; J.D. IIT Chicago‑Kent College of Law; Illinois Bar member .
- Governance credentials: Chairs Compensation and Nominating Committees; non‑employee Chairman of the Board .
Equity Ownership
| Metric | Sept 30, 2024 | Sept 30, 2025 |
|---|---|---|
| Shares beneficially owned (Chee) | 13,500 | 13,500 |
| Ownership (% of outstanding) | 0.1% | 0.1% |
| Director equity awards outstanding | None as of June 30, 2025 | None as of June 30, 2025 |
- Insider trading/pledging policies: Company prohibits hedging, short sales, derivatives; restricts use of margin accounts and pledges without advance approval under Insider Trading Policy .
Governance Assessment
- Committee leadership and concentration: Chee chairs both Compensation and Nominating Committees while serving as Chairman of the Board—this consolidates significant influence over pay and board composition; effectiveness depends on robust checks from other independent directors and committee processes .
- Independence and alignment: Chee is a non‑employee director with modest stock ownership (13,500 shares; 0.1%) and no outstanding equity awards, suggesting limited direct equity alignment; however, cash fees are modest (FY2025 $22,500) .
- Attendance and engagement: 100% Board attendance in FY2025 (and FY2024), indicating strong engagement .
- Risk oversight context: A 2023 civil jury verdict found the CEO liable for short‑swing profits (Section 16(b)), underscoring the need for vigilant governance; Chee’s roles over compensation and nominations are critical in overseeing executive arrangements and board refreshment in this context .
- Pay structure evolution: Chairman’s annual compensation increased to $30,000 effective FY2026; director compensation remains primarily fixed cash with occasional small discretionary bonuses (no performance‑based metrics disclosed), limiting pay‑for‑performance linkage for directors .
RED FLAGS
- Consolidation of committee chair roles (Compensation and Nominating) under the Board Chair concentrates governance levers in one individual .
- Low equity alignment for directors (no outstanding equity awards and small personal holdings) may weaken direct shareholder alignment .
- Executive legal issue (short‑swing profits verdict against CEO) raises oversight stakes for the Compensation Committee chaired by Chee .
Mitigants
- Audit Committee independence confirmed; presence of an audit committee financial expert (Chow) supports financial oversight .
- Full Board attendance signals active engagement .