Kristina Kim
About Kristina Kim
Kristina Kim, 62, is an independent director of Franklin Wireless Corp. (FKWL). She is a licensed attorney with extensive expertise in global import/export, international trade, and regulatory issues, and previously served over 14 years as General Counsel and Vice President at Samsung International Inc. She holds a B.A. in Biochemistry and Molecular Biology from UC Santa Barbara and a J.D. from the University of San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsung International Inc. | General Counsel & Vice President | Over 14 years | Legal leadership on global trade and regulatory matters |
| Franklin Wireless Corp. | Director | Current (appears on board in 2023–2025 proxies) | Audit Committee member; Compensation Committee member (2025); attended all Board meetings in FY 2023–2025 |
External Roles
| Organization | Role | Status |
|---|---|---|
| None disclosed | — | The proxy states directors (except as set forth therein) did not hold other reporting company directorships in past five years; none listed for Kim . |
Board Governance
- Board/Committee attendance: Board met four times in FY 2023, FY 2024, and FY 2025; each director attended all meetings, indicating 100% attendance by Kim .
- Committee assignments (latest):
- Audit Committee member (Chair: Heidy Chow; members: Ira Greenstein, Kristina Kim). Audit members meet NASDAQ independence standards; Chow designated audit committee financial expert .
- Compensation Committee member (Chair: Johnathan Chee) .
- Nominating Committee: not listed as a member in 2025 (Chair: Chee; member: Chow) .
- Independence: Audit Committee membership meets NASDAQ independence standards; Kim serves on this committee, indicating independence .
- Committee charters: Audit, Compensation, and Nominating charters are posted (Audit: link provided; Compensation/Nominating: links provided) .
| Governance Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Board Meetings Held | 4 | 4 | 4 |
| Kim Board Attendance | 100% | 100% | 100% |
| Audit Committee Membership | Member | Member | Member |
| Compensation Committee Membership | Not a member | Not a member | Member |
| Nominating Committee Membership | Not a member | Not a member | Not a member |
| Independence (Audit Committee standard) | Yes (committee members independent) | Yes | Yes |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual retainer (cash) | $17,500 | $20,000 | $22,609 |
| Option awards ($) | $0 | $0 | $0 |
| All other compensation ($) | $0 | $0 | $0 |
Notes:
- Director base rate was $15,000 (H2 FY 2022) and $20,000 (H1 FY 2023 onward), prorated; no director bonuses approved in FY 2023–2024 .
- In FY 2025, directors’ cash comp included approved $10,000 in director bonuses and $542 total reimbursement across directors; Chair’s annual compensation increased to $30,000 effective FY 2026 (not affecting Kim in FY 2025) .
Performance Compensation
| Performance Element | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Equity grants (RSUs/PSUs/Options) | None disclosed for non-officer directors | None disclosed | None disclosed |
| Performance metrics tied to director pay | Not disclosed | Not disclosed | Not disclosed; board may award discretionary bonuses when business performs exceptionally well |
- The Company states directors may receive stock option grants from time to time, but there is no established policy; none outstanding for non-officer directors as of June 30, 2023–2025 .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | Proxy indicates no other reporting company board roles for Kim in past five years; no interlocks disclosed . |
Expertise & Qualifications
- Legal/regulatory: Licensed attorney; extensive experience in global import/export, international trade, and regulatory issues .
- Corporate legal leadership: Over 14 years as General Counsel & VP at Samsung International Inc. .
- Education: B.A. in Biochemistry & Molecular Biology (UCSB); J.D. (University of San Diego) .
- Board contribution: Provides legal and regulatory perspective to Board deliberations .
Equity Ownership
| Item | Status |
|---|---|
| Individual beneficial ownership (shares) | Kim is not individually listed in the beneficial ownership tables for Sept 28, 2023; Sept 30, 2024; Sept 30, 2025 . |
| Ownership % | Not disclosed for Kim; group total for all directors/executives was 29.6% (2023), 31.1% (2024), 28.4% (2025) . |
| Vested vs. unvested shares | Not disclosed for Kim . |
| Pledging/Hedging | Insider Trading Policy prohibits hedging, short sales, and derivatives; restricts use of margin and pledges without advance approval . |
Governance Assessment
-
Strengths:
- Independence and engagement: Kim serves on the Audit Committee (independent per NASDAQ standards) and Compensation Committee (2025), with 100% Board attendance in FY 2023–2025, supporting board effectiveness .
- Relevant expertise: Legal and international trade/regulatory background enhances compliance oversight and supply chain/legal risk management .
- Formal policies: Company maintains a Mandatory Recoupment Policy and an Insider Trading Policy that prohibits hedging and restricts pledging, aligning with investor-protective norms .
-
Concerns:
- Alignment risk: Director compensation appears entirely cash-based with no equity ownership disclosed for Kim, potentially limiting “skin-in-the-game” alignment versus equity-linked models common in peers .
- Discretionary bonuses: Board-authorized director bonus pool in FY 2025 without disclosed performance metrics reduces transparency of pay-for-performance for directors .
- Governance environment: A 2023 civil jury verdict found the CEO liable for Section 16(b) “short-swing” profits; ongoing settlements/forbearances tied to executive bonuses and receivables were noted through FY 2025, elevating oversight risk for Audit/Compensation Committees on which Kim serves .
RED FLAGS
- CEO Section 16(b) short-swing profits verdict ($2,000,000) in Oct 2023 increases scrutiny of internal controls and compliance oversight .
- Lack of disclosed director equity or ownership guidelines may weaken alignment and market confidence in board incentives .
- Discretionary director bonuses (FY 2025) without explicit performance metrics reduce pay transparency .