Marco Ku Hon Wai
About Marco Ku Hon Wai
Independent director of IT Tech Packaging, Inc. since November 3, 2014; age 52 as of the 2025 proxy record date. Founder of Sensible Investment Company Limited (Hong Kong) and former CFO of China Marine Food Group Limited; prior roles include co-founder of KISS Catering Group and Assistant Manager at KPMG. Holds a bachelor’s degree in finance from Hong Kong University of Science and Technology and is a fellow member of the Hong Kong Institute of Certified Public Accountants. The Board identifies him as an independent director and an Audit Committee financial expert under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Marine Food Group Limited (OTC: CMFO) | Chief Financial Officer | Jul 2007–Oct 2013 | Finance leadership; relevant public company CFO experience |
| KISS Catering Group | Co-founder | Oct 2005–Apr 2007 | Entrepreneurial operations |
| KPMG LLP | Assistant Manager | 1996–2000 | Audit/assurance training; foundational accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sensible Investment Company Limited (Hong Kong) | Founder | Since 2013 | Investment consulting; finance expertise |
| XT Energy Group Inc. (OTCQB) | Independent Director | Within past five years (as disclosed) | Not disclosed |
Board Governance
- Committee assignments and chair roles: Audit Committee (Chair); Compensation Committee (Member); Nominating Committee (Member) .
- Audit Committee financial expert designation: The Board determined that Marco Ku qualifies as an Audit Committee financial expert under NYSE Rule 303A.07(a) and Commission rules .
- Independence: The Company currently has three independent directors, including Marco Ku, per NYSE American Company Guide .
- Attendance and engagement: In FY 2024, the Board held 6 meetings; Audit Committee 6; Compensation Committee 1; Nominating Committee 1. Each director attended at least 75% of the total meetings of the Board and committees on which they served .
| Meeting Body | FY 2024 Meetings |
|---|---|
| Board of Directors | 6 |
| Audit Committee | 6 |
| Compensation Committee | 1 |
| Nominating Committee | 1 |
- Audit oversight: The Audit Committee reviewed 2024 audited financials, discussed auditor independence, and recommended inclusion in the FY 2024 Form 10-K. Report signed by Audit Committee members including Chairman Marco Ku .
- Board leadership: CEO serves as Chairman; committees comprised solely of independent directors; Board oversees risk and delegates specific risk oversight to its committees .
Shareholder Support (2025 AGM director vote)
| Director | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Marco Ku Hon Wai | 1,808,850 | 188,654 | 3,675,193 |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Retainer (cash) | $20,000 | $20,000 |
| Committee/Chair Fees | $0 (not disclosed) | $0 (not disclosed) |
| Meeting Fees | $0 (not disclosed) | $0 (not disclosed) |
| Stock Awards | $0 | $0 |
| Option Awards | $0 | $0 |
| Non-Equity Incentives | $0 | $0 |
| Total | $20,000 | $20,000 |
- Historical grants: Issued 750 restricted shares under the 2015 ISP on January 12, 2016 for his 2015 service; fair value $13.30/share on grant date .
- Cash retainer policy: Receives $20,000 annually, payable monthly (effective November 1, 2014) .
Performance Compensation
- Equity and incentive linkage: No director RSU/PSU, option grants, or performance-based incentives disclosed for FY 2023–FY 2024 .
- Committee compensation philosophy: Compensation Committee oversees executive compensation; director pay is simple cash retainer; charters available on the corporate website .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue growth, EBITDA, TSR, ESG goals tied to director comp | None disclosed | None disclosed |
- Context: Shareholders approved the 2025 Omnibus Equity Incentive Plan at the 2025 AGM (future equity grants possible, not specifically attributed to directors in filings) .
Other Directorships & Interlocks
| Person | External Board | Listing | Role |
|---|---|---|---|
| Marco Ku Hon Wai | XT Energy Group Inc. | OTCQB | Independent Director |
- Board interlocks: Other ITP director Wenbing Christopher Wang serves on Dragon Victory International Ltd. (NASDAQ) board; no disclosed interlock with Marco’s external roles .
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; extensive CFO background, audit and accounting experience .
- Professional credentials: Fellow member of the Hong Kong Institute of Certified Public Accountants .
- Education: Bachelor’s in finance, Hong Kong University of Science and Technology (1996) .
- Industry/functional experience: Public company CFO, investment consulting founder, Big Four audit experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Marco Ku Hon Wai | 750 | <1% (“*” per filing) |
- Vested vs. unvested: Not disclosed beyond 750 shares beneficially owned; no options disclosed .
- Pledging/hedging: Not disclosed; company has Insider Trading Policy applicable to directors .
- Ownership guidelines: Not disclosed .
Governance Assessment
-
Strengths
- Independent director and Audit Committee Chair; designated audit financial expert, enhancing financial reporting oversight .
- Active committee work with 6 Audit Committee meetings in FY 2024; Audit Committee report evidences engagement with auditor independence and financial statement quality .
- Shareholder support for re-election appears solid, with 1.81M votes “For” and 189k “Withheld” at 2025 AGM; adoption of new equity plan may support broader alignment initiatives .
- Section 16(a) compliance: Directors’ ownership reports believed timely for FY 2024 and FY 2023, indicating good compliance discipline .
-
Watch items / RED FLAGS
- Low personal equity stake: 750 shares (<1%), which may limit alignment with minority holders relative to cash retainer structure .
- Limited committee meeting frequency outside Audit: Only 1 meeting each for Compensation and Nominating Committees in FY 2024, which may constrain oversight depth in pay and governance .
- Related-party oversight framework: Board approves related party transactions per Code of Ethics but has not adopted written policies and procedures specifically for related person transactions—below best-practice formalization .
- Board leadership concentration: CEO also serves as Chairman; while committees are independent, combined chair/CEO can reduce independent board leadership signals .
-
Policies/processes
- Codes and charters: Audit, Compensation, and Nominating charters available on corporate website; Code of Ethics and Insider Trading Policy disclosed (Insider Trading Policy filed as Exhibit 19 to 2024 Form 10-K) .
Overall, Marco Ku’s audit chairmanship and financial expert designation support investor confidence in oversight of reporting and auditor independence; governance alignment could be strengthened through higher director equity holdings or more active Compensation/Nominating workflows .