Joseph Farnsworth
About Joseph Farnsworth
Joseph Farnsworth (age 66) is an independent director of Iveda Solutions, serving on the board since January 2010. He is designated the board’s “audit committee financial expert,” with a B.S. in Real Estate Finance from Brigham Young University and a background leading businesses with operations in Asia; he is a licensed real estate broker in Arizona . Tenure: 2010–present; independence: the board has determined Farnsworth is independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alfred’s International (China/Korea operations) | President | 1990–1995 | International operating experience |
| Farnsworth International (Taipei) | President | 1987–1991 | Asia business development/real estate investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture West Aviation | Partner and Board Director | Not disclosed | Governance/oversight in aviation venture |
| Farnsworth Realty & Management Co. (AZ) | President and Director | Since 1995 | Real estate operating leadership |
| Farnsworth Development | Director | Since 1995 | Real estate development oversight |
| The Farnsworth Companies | Director | Since 2008 | Group governance/board experience |
Board Governance
- Board independence and roles: Board of four; three independent directors (Farnsworth, Franco, Gillen). CEO David Ly serves as Chairman; the company has no Lead Independent Director (governance consideration) .
- Committee assignments:
- Audit Committee: Members—Farnsworth (Chair), Franco, Gillen; Farnsworth is the SEC-defined “audit committee financial expert” .
- Compensation Committee: Members—Farnsworth (Chair), Franco, Gillen .
- Nominating & Corporate Governance Committee: Members—Franco, Gillen (Chair), Farnsworth .
- Related party oversight: Audit Committee reviews and approves related party transactions; company disclosed none meeting thresholds since January 1, 2020 (mitigates conflict risk) .
- Legal/ethical posture: No disqualifying legal proceedings for directors in past five years; code of business conduct and ethics adopted .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | $0 | Non-employee directors receive stock-based comp; reimbursed for meeting costs; no additional committee chair/member fees . |
| Committee fees (member/chair) | $0 | $0 | Company does not pay extra for committee service . |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed in proxies . |
Performance Compensation
| Equity Type | Grant Size | Grant-Date Fair Value | Vesting/Performance Metrics |
|---|---|---|---|
| Stock options (non-employee director annual grant) | 6,250 options (2023) | $17,042 (2023) | No performance metrics disclosed for director equity; vesting terms not specified in director section . |
| Stock options (non-employee director annual grant) | 15,000 options (2024) | $18,637 (2024) | No performance metrics disclosed for director equity; vesting terms not specified in director section . |
Notes
- Proxies state directors receive stock-based compensation (options). They do not disclose performance metrics tied to director equity or any cash bonus structure for directors .
- Company’s compensation committee charter addresses independence of any advisors; actual use of consultants is not specifically disclosed for the director program .
Other Directorships & Interlocks
| Type | Entity | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|---|
| Business board | Venture West Aviation | Partner/Director | Private (not disclosed as public) | No related-party transactions disclosed with IVDA since 1/1/2020 . |
| Business board | The Farnsworth Companies / Farnsworth Realty & Management / Farnsworth Development | Director/President | Private | No related-party transactions disclosed with IVDA since 1/1/2020 . |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair and SEC “financial expert” designation—strong accounting/controls oversight credential .
- International operations: Leadership in Asia-based enterprises (Taipei, China, Korea) aligns with Iveda’s international footprint .
- Real estate finance and operations: Longstanding operating executive in real estate; potential value in facilities/contracts oversight .
- Education/licensure: B.S. Real Estate Finance (BYU); Arizona real estate broker .
Equity Ownership
| Metric | Record Date FY2024 (2024 Proxy) | Record Date FY2025 (2025 Proxy) |
|---|---|---|
| Total beneficial ownership (common shares) | 33,608 | 47,826 |
| Ownership as % of shares outstanding | 1.5% (out of 2,258,737) | 0.8% (out of 5,829,741) |
Breakdown (FY2025 proxy):
- Options exercisable within 60 days: 34,457 shares .
- Directly held: 10,878 shares .
- Indirect (Farnsworth Realty): 2,491 shares .
Additional notes:
- Shares pledged as collateral: Not disclosed .
- Section 16(a) compliance: Company reports timely compliance by insiders for the referenced year .
Governance Assessment
Key positives
- Independent director with deep committee leadership: Chairs Audit and Compensation; designated financial expert—signals robust oversight of financial reporting and pay practices .
- No related-party transactions: None meeting SEC thresholds since 2020; audit committee explicitly oversees RPTs—reduces conflict risk .
- Ownership alignment: Material option holdings and direct stock; year-over-year increase in beneficial ownership (absolute shares), though % diluted by higher outstanding shares .
Watch-fors / RED FLAGS
- Board leadership: Combined CEO/Chair and no Lead Independent Director—heightens importance of strong independent chairs on committees (mitigated by Farnsworth’s chair roles) .
- Tenure: Long tenure (since 2010) can raise questions on ongoing independence; however, board explicitly affirms Nasdaq independence .
- Director pay mix: 100% equity options and no cash retainer/committee fees; lack of disclosed performance conditions for director equity may reduce explicit pay-for-performance linkage (standard for directors, but worth noting) .
Attendance/engagement
- Board or committee attendance rates not disclosed in the provided proxy excerpts; no adverse disclosures noted .
Change over time in director compensation
- Option grant size increased from 6,250 (2023) to 15,000 (2024), with modest increase in grant-date fair value ($17,042 to $18,637). No additional cash or committee fees introduced .
Overall implication
- Farnsworth’s dual chair roles and financial expert status bolster board effectiveness in a structure without a lead independent director, while the absence of related-party dealings and meaningful equity stake support investor alignment. The primary governance risk factor is structural (combined Chair/CEO) and long tenure; continued strong committee oversight and periodic board refreshment can mitigate concerns .