Chenlong Tan

About Chenlong Tan

Chenlong Tan (age 42) is iPower’s co-founder, Chairman, Chief Executive Officer, President, and, effective May 31, 2025, Interim Chief Financial Officer. He has served as CEO since April 2018, became Chairman and President in January 2020, and previously served as Interim CFO from January 2020 to January 2021. He holds a B.Sc. (Honors) from the University of Auckland. The board classifies him as not independent. The company reports no director/officer legal proceedings involving him over the past ten years .

Board structure note: the company has no Lead Independent Director; independent directors hold executive sessions collaboratively. Tan serves as both CEO and Chairman, which the board believes is in the company’s best interests due to his deep knowledge of operations .

Past Roles

External Roles

Fixed Compensation

Employment agreement: dated July 1, 2020; base compensation set at $20,000/month; eligible for performance cash bonus; may receive RSUs/options subject to board approval; company leases a vehicle for his use; no severance entitlement; five-year term with annual renewals thereafter; terminable upon 30 days’ notice by mutual agreement .

Performance Compensation

Equity incentives are primarily option-based, tied to company performance.

Outstanding awards detail (as of June 30, 2024):

Performance framework: The 2022 option grants vest in stages upon achievement of market cap plus revenue or operating income goals, aligning awards with value creation metrics rather than pure tenure .

Clawback: Company maintains an incentive-based compensation recovery (clawback) policy for erroneously awarded compensation in the event of an accounting restatement .

Equity Ownership & Alignment

Additional alignment and risk indicators:

• Insider trading policy in place .
• Related-party activity: company sold $95,376 of products through MII Strategy Inc., a company owned by Tan; $56,406 due from MII as of June 30, 2024 .
• Settlement support: on June 18, 2024, Tan (and a co-founder) returned an aggregate 541,667 shares to treasury to reimburse a $1.3M settlement with Boustead tied to the IPO (Tan had previously agreed to reimburse up to $3.5M from his own share sales); indicates willingness to use personal equity to resolve liabilities but also evidences exceptional transactions involving founder shares .

Vested vs. unvested breakdown: As of 6/30/2024, Tan’s 3,000,000 performance options were unvested; by 5/16/2025, total option entitlement referenced was 4,200,000 with 3,845,000 subject to vesting; no RSUs disclosed for Tan .

Ownership guidelines/pledging: No executive stock ownership guideline disclosures found; earlier pledge was for settlement coverage rather than margin financing; no general pledging policy disclosed beyond insider trading policy .

Employment Terms

Board Governance and Committee Context

• Independence: Board determined all directors except Tan are independent under Nasdaq standards .
• Committees: Three independent directors comprise Audit (chair: Bennet Tchaikovsky), Compensation (chair: Hanxi Li), and Nominating & Corporate Governance (chair: Yue Guo as of 2025). Tan is not listed as a member of these committees .
• Lead Independent Director: None designated .
• Meetings and attendance: Board held 4 meetings and acted by written consent 5 times in FY2024; no director attended fewer than 75% of meetings/committee meetings .
• Say-on-Pay 2025: Advisory approval “For” 21,390,021; “Against” 43,183; “Abstain” 11,780; broker non-votes 4,545,719 .
• Board size/election: Four directors elected June 23, 2025; Tan re-elected .

Director Compensation (context; Tan is an executive director)

Independent director pay (FY2024): $25,000 cash retainer plus $30,000 RSUs; Audit Chair extra $5,000; RSUs vest monthly over 12 months. For FY2024, Bennet Tchaikovsky total $60,000; Kevin Liles $55,000; Hanxi Li $55,000. Yue Guo (appointed May 2025) pro-rated at $10,000 cash and $10,000 RSUs annually .

Risk Indicators & Red Flags

• Dual-role concentration: CEO + Chairman and, as of May 31, 2025, Interim CFO, increases key person and oversight risk in the near term (no Lead Independent Director) .
• Related party transactions: Sales through MII Strategy Inc. owned by Tan could pose conflict-of-interest risk; receivable outstanding at year-end .
• Exceptional share actions: Founders’ share return to fund Boustead settlement (after earlier pledge) is atypical and underscores legal settlement history and potential dilution governance considerations .
• Clawback policy exists; however, Compensation Committee held no meetings in FY2024, suggesting limited formal compensation oversight cadence in that fiscal year .

Investment Implications

• Alignment: Tan’s large equity stake (25.6%) and performance-vested options tie value creation to market cap and operating metrics, which is favorable for pay-for-performance linkage .
• Dilution and overhang: Significant unvested, performance-based option overhang (4.2M total referenced, largely unvested) could create future supply if performance goals are met and options vest/exercise; monitor vesting triggers and any post-split adjustments disclosed subsequently .
• Governance risk: CEO/Chair (and interim CFO) concentration without a Lead Independent Director elevates oversight risk; committee membership is independent, but leadership concentration remains a concern for some investors .
• Retention/transition: No severance protection for Tan reduces change-of-control costs and moral hazard, but could be a retention consideration in stress scenarios; nonetheless, founder status and ownership likely mitigate near-term departure risk .
• Related-party and prior settlement: The MII transaction and Boustead settlement-share actions warrant ongoing monitoring for governance and conflict controls; ensure Audit Committee pre-approvals continue to function as designed .
• Shareholder sentiment: Strong say-on-pay support in 2025 indicates current shareholder acceptance of compensation structure; re-evaluation warranted if committee activity remains limited or if performance hurdles are reset .

Appendix: Key Voting and Ownership Tables

Director election and say-on-pay results (June 23, 2025):

Beneficial ownership (as of May 16, 2025):

Notes: Tan’s holdings include 3,752,501 direct and 4,000,000 via family trust; excludes options to purchase 4,200,000 shares, 3,845,000 subject to vesting .

Sources

• 2025 DEF 14A (May 28, 2025): governance, compensation, ownership, related-party transactions .
• 2024 DEF 14A (Apr 25, 2024): background, earlier compensation and plan terms, settlement pledge context .
• Form 8-K (May 23, 2025): CFO resignation; Tan appointed Interim CFO; related-party MII details .
• Form 8-K (June 24, 2025): 2025 meeting results; say-on-pay approval; Tan re-elected .