Hillary Bui
About Hillary (Hui-Chong) Bui
Independent director since February 20, 2023; currently Audit Committee Chair and designated “audit committee financial expert.” Age 40. Background spans finance leadership at Starbucks (Senior Finance Manager – North America & US Retail FP&A since November 2022), prior finance roles at General Mills, and assurance at PwC. Education: Bachelor’s degree in Accounting, University of Minnesota (2007). Tenure on HOUR’s board: since 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Senior Finance Manager – North America & US Retail FP&A | Nov 2022–present; joined Starbucks 2015 | Senior FP&A leadership experience relevant to audit/financial oversight |
| General Mills, Inc. | Senior Finance Analyst; Finance Analyst | 2011–2015 | Corporate FP&A and analysis experience |
| PricewaterhouseCoopers LLP | Senior Assurance Associate | 2007–2011 | External audit; assurance background strengthens audit committee competence |
External Roles
| Organization | Position | Status | Notes |
|---|---|---|---|
| Starbucks Corporation | Senior Finance Manager – North America & US Retail FP&A | Current | No other public company directorships reported; none previously held |
Board Governance
- Board size: five directors; HOUR classified as a “controlled company” under Nasdaq due to Sam Lai and Maggie Yu jointly holding ~94.84% voting power. As a result, HOUR does not maintain a compensation or nominating/governance committee and may have fewer investor-protection features than non-controlled companies. Audit committee is required and exists.
- Independence: Three independent directors, including Bui; Bui chairs the Audit Committee and is designated as an audit committee financial expert and financially sophisticated member.
- Committee structure: Only a standing Audit Committee (no compensation or nominating/governance committee due to controlled company exemptions).
- Attendance and engagement: The Board met four times in FY2024; each director attended at least 75% of Board and committee meetings. However, the Audit Committee “did not hold any formal meetings” in FY2024, a notable engagement concern given its oversight remit. One director attended the 2024 annual meeting.
- Audit Committee activities: Submitted audit report; reviewed 2024 financials, auditor independence, and recommended auditor ratification (HTL International).
RED FLAGS
- Controlled company: no compensation or nominating committee; executive pay set by the Board with limited independent oversight.
- Audit Committee did not meet formally in FY2024 despite related party transactions and auditor oversight needs—raises questions about committee diligence.
- Extreme insider concentration (≈94.84% control) can diminish minority shareholder influence and effective checks/balances.
Fixed Compensation
Director compensation is primarily equity-based via quarterly grants of common stock equal to $3,000 fair market value (pro-rated for partial quarters), plus per diem payments for Company-requested attendance at trade shows/events ($1,000/day; $500/half day). Agreements reimburse reasonable out-of-pocket expenses. Agreements continue until resignation/removal or death.
| Grant Date | Instrument | Shares | Grant-Date Fair Value/Share ($) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2023-04-03 | Common stock (pro-rated quarter) | 606 | 2.1985 | 1,332.29 |
| 2023-06-30 | Common stock | 1,752 | 1.7125 | 3,000.30 |
| 2023-10-02 | Common stock | 1,948 | 1.54 | 2,999.92 |
| 2024-01-02 | Common stock | 2,139 | 1.4025 | 2,999.95 |
| 2024-03-29 | Common stock | 2,251 | 1.3330 | 3,000.58 |
| 2024-07-01 | Common stock | 2,946 | 1.0185 | 3,000.50 |
| 2024-10-01 | Common stock | 2,196 | 1.3660 | 2,999.74 |
| 2025-04-01 | Common stock | 1,750 | 1.7140 | 2,999.50 |
| Per diem terms (as needed) | Cash | — | — | $1,000/day; $500/half day |
Notes:
- Director agreements specify $3,000 FMV per calendar quarter, prorated for partial quarters; minor rounding explains values slightly above/below $3,000.
Performance Compensation
- No director-specific performance-based equity or cash metrics disclosed for Bui (e.g., PSUs tied to TSR, revenue, EBITDA). While the 2021 Equity Incentive Plan permits performance units/shares, no performance criteria are reported as applied to non-employee director Bui.
- Clawbacks: Awards subject to Company clawback policy required under exchange listing standards/Dodd-Frank; administrator may impose forfeiture/recoupment.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None reported | — | — | No other reporting company boards; no interlocks disclosed. |
Expertise & Qualifications
- Financial expertise: Audit/assurance background at PwC; senior FP&A roles at General Mills and Starbucks; designated audit committee financial expert.
- Industry: Consumer/retail FP&A expertise (Starbucks), corporate finance (General Mills), audit/assurance (PwC).
- Board qualifications: Financial literacy, audit oversight, risk and controls orientation.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Hillary (Hui-Chong) Bui | 17,184 | * less than 1% | As of record date; address c/o HOUR. Shares outstanding: 35,160,190. |
Notes:
- No disclosure of pledged or hedged shares; no anti-hedging/anti-pledging policy disclosure located in the proxy.
- Ownership guidelines for directors not disclosed.
Governance Assessment
- Board effectiveness: Bui strengthens financial oversight as Audit Chair and financial expert; however, absence of compensation and nominating/governance committees under controlled company exemptions weakens governance architecture and independent oversight over pay and director nominations.
- Committee diligence: Audit Committee’s lack of formal meetings in FY2024 is a material concern, especially amidst related party transactions (affiliated loans and ongoing auditor oversight). This could signal insufficient oversight rigor.
- Independence and alignment: Bui is independent; equity-based quarterly grants create modest alignment, but her ownership is de minimis (<1%), limiting “skin in the game.”
- Conflicts/related party exposure: Significant insider control (≈94.84%) and related party loans to the Company elevate conflict risk; audit committee is charged with reviewing/approving related party transactions. As Audit Chair, Bui’s role is pivotal, yet engagement signals (no formal audit committee meetings) are negative.
- Auditor oversight: Audit Committee recommended HTL International for FY2025; reported standard PCAOB/SEC-required discussions and independence review.
- Shareholder signals: Limited minority protections due to control structure; minimal board attendance disclosure granularity; one director attended 2024 annual meeting (no policy mandating attendance).
Overall investor implication: Bui’s credentials fit the audit chair role, but structural governance limitations and apparent committee inactivity undermine confidence in oversight quality. Enhanced audit committee activity, reinstatement of core committees if/when control changes, and clearer director ownership/hedging policies would improve governance signaling.