Steven Shum
About Steven Shum
Steven M. Shum, 54, is Chief Executive Officer of INVO Fertility, Inc. (IVF) since October 10, 2019 and a director since October 11, 2017; he holds B.S. degrees in Finance and General Management from Portland State University . Over 2022–2024, IVF’s pay-versus-performance table shows persistent net losses and low shareholder returns, underscoring high execution risk in his tenure . Shum is not an independent director, with a board composed of a majority of independent members .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 12 | 16 | 10 |
| Net Income ($) | (10,892,511) | (8,034,612) | (9,053,676) |
Company revenue and EBITDA trends:
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Revenues ($) | 822,196* | 3,020,575* |
| EBITDA ($) | (10,549,180)* | (6,566,261)* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastside Distilling (Nasdaq: ESDI/EAST) | CFO; Interim CEO | CFO: Oct 2015–Aug 2019; Interim CEO: May 2019–Oct 7, 2019 | Led finance; interim leadership during transition |
| XZERES Corp (Cascade Wind Corp) | CEO & President; CFO/PAO/Secretary; COO | CEO: Oct 2008–Aug 2010; CFO/PAO/Secretary: Apr 2010–Sep 2014; COO: Sep 2014–Apr 2015 | Public-company operating, finance, governance leadership |
| Revere Data LLC (now FactSet) | Founder; EVP | ~4 years | Product development; operations; BD and sales |
| D.N.B. Capital Management | Investment Research Analyst & PM | ~6 years | Buy-side research and portfolio management |
| Red Chip Review; Laughlin Group | Various roles | N/A | Early career industry and corporate roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Expion360 (Nasdaq: XPON) | Director | Current | Public company board service |
| CalEthos Inc. (OTC: GEDC) | Director | Current | Public company board service |
| Core Fund Management, LP / Core Fund, LP | Managing Principal / Fund Manager | Current | Investment management roles |
Fixed Compensation
Summary compensation (CEO – Steven Shum):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | — | 201,875 | 260,000 (69,540 deferred) |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 72,601 | — | — |
| Option Awards ($) | 169,400 | 30,800 | — |
| All Other ($) | — | — | — |
| Total ($) | 502,001 | 232,675 | 260,000 |
Notes:
- Shum voluntarily reduced his annual base salary from $260,000 to $105,000 effective August 16, 2023; reverted to $260,000 as of January 1, 2024 .
- He did not receive additional compensation for board service .
Performance Compensation
| Metric/Plan | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Nasdaq up-listing bonus | N/A | $75,000 upon successful up-listing | Not disclosed | N/A | Provided by Shum Employment Agreement; other bonuses at Board’s discretion |
| Options (time-based) | N/A | N/A | Grants in 2019 and 2023 | Monthly or equal quarterly over 3 years | 2019 grant vests monthly over 3 years; later grants vest equal quarterly over 3 years |
Important: IVF’s pay-versus-performance disclosure states the metrics shown there are not those used by the Compensation Committee to set pay .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,370 shares; 0.16% of common stock outstanding (2,161,131 shares as of June 3, 2025) |
| Options counted in beneficial ownership | Includes 1,349 options exercisable or exercisable within 60 days |
| Outstanding options (Dec 31, 2024) | 15,260 exercisable; 1,746 unexercisable; exercise price $7.36–$161.39; expirations 12/05/2030–05/17/2033 |
| Vested vs Unvested | Unvested options: 1,746 at 12/31/2024 with ~12 months remaining on vest schedule |
| Pledging/Hedging | Hedging prohibited for directors, officers, employees ; restricted stock awards may not be pledged before vesting |
| Ownership guidelines | Not disclosed |
Insider trading arrangements: No directors or officers informed IVF of adopting, modifying, or terminating Rule 10b5-1 or non-Rule 10b5-1 trading plans in the quarter ended Dec 31, 2024; Section 16 filings timely except two Form 3s not related to Shum .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement & Status | Shum Employment Agreement dated Oct 16, 2019; at-will CEO; base salary $260,000 |
| Bonus | $75,000 upon successful Nasdaq up-listing; other bonuses at Board discretion |
| Equity Grants | 625 RSU-equivalent shares and a 3-year option to purchase 10,130 shares at $163.20; option vests monthly over 3 years |
| Severance (without cause or constructive termination) | 12 months base salary continuation; up to 6 months COBRA reimbursement; continued vesting for 6 months post-termination |
| Potential payments table (Dec 31, 2024) | $260,000 severance; 1,746 unvested options subject to vesting schedule/value at market price |
| Clawback Policy | Adopted Oct 2, 2023; SEC Rule 10D‑1/Nasdaq 5608 compliant; restatement did not affect compensation recovery |
Board Governance
- Board independence: 4 of 5 directors are independent; Shum is not independent due to CEO role .
- Committees:
- Audit: Chair Matthew Szot; members Rebecca Messina, Barbara Ryan; Szot is audit committee financial expert; 6 meetings in 2024 .
- Compensation: Chair Barbara Ryan; members Trent Davis, Matthew Szot; 2 meetings in 2024 .
- Nominating & Governance: Chair Trent Davis; members Rebecca Messina, Barbara Ryan; 1 meeting in 2023 and 1 in 2024 .
- Board activity: 11 meetings in 2024 with 100% attendance by all members in 2024 and 2025 .
- Leadership structure: No fixed policy to separate CEO and Chair; determination made based on company position and board membership .
- 2025 nominations: Shum nominated for re-election along with Davis, Szot, Ryan, Messina .
Dual-role implications: Shum’s combined CEO-director role reduces independence; however, all standing committees are fully independent and chaired by non-management directors, which helps mitigate governance concerns .
Compensation Structure Analysis
- Mix skewed to fixed pay: No annual bonus paid in 2023 or 2024; equity awards limited, with 2023 option grant fair value of $30,800 and no 2024 equity awards reported .
- Time-based vesting: Options vest over 36 months (monthly or equal quarterly), increasing retention linkage but not tied to operating targets .
- Clawback: In place and tested after a technical accounting restatement; no recovery due since earnings metrics were unaffected .
- Say-on-Pay: Proposal on ballot; results to be reported via 8‑K after the June 25, 2025 meeting; board recommends “FOR” .
Risk Indicators & Red Flags
- Persistent net losses during 2022–2024 signal execution risk despite cost actions .
- Legal and financing complexity: Company settled litigation with Dr. Pritts via term sheet; undertook preferred exchanges and debenture amendments; executed multi-party consent and release agreements—indicative of balance-sheet and governance complexity in 2025 .
- Capital structure adjustments: Exchanges and redemptions of preferred stock; issuance of secured convertible note ($4,803,175, 7% interest, maturity Nov 28, 2026) and first-priority security agreement, later subject to automatic termination upon Qualified Financing/IPO per side letter .
Investment Implications
- Alignment: Shum’s ownership is modest (0.16%); options and vesting provide some retention incentive, but lack of performance-tied pay weakens pay-for-performance alignment .
- Selling pressure: With 1,746 unvested options scheduled to vest through 2025, watch for Form 4 activity around monthly/quarterly vest dates; no 10b5‑1 plans disclosed in Q4 2024 .
- Governance: Independent committee leadership and an active clawback are positives; Shum’s non-independence and combined management/director role warrant monitoring .
- Execution risk: Continued losses and low TSR during Shum’s tenure, plus ongoing capital structure maneuvers and legal settlements, suggest near-term volatility and financing dependence .
Appendix: Outstanding Equity Awards (Steven Shum)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Dates |
|---|---|---|---|
| 15,260 | 1,746 | 7.36–161.39 | 12/05/2030–05/17/2033 |
Appendix: Equity Ownership (Steven Shum)
| Item | Value |
|---|---|
| Shares Beneficially Owned | 3,370; includes 1,349 options exercisable within 60 days |
| % of Outstanding Common Stock | 0.16% (2,161,131 shares outstanding as of June 3, 2025) |
Appendix: Employment Agreement Key Terms
| Term | Detail |
|---|---|
| Base Salary | $260,000; temporary reduction to $105,000 (Aug 16, 2023), reverted Jan 1, 2024 |
| Bonus | $75,000 upon Nasdaq up-listing; otherwise discretionary |
| Severance | 12 months’ salary; 6 months COBRA; continued vesting for 6 months |
| Potential Severance Payment (Dec 31, 2024) | $260,000; 1,746 unvested options |
| Initial Equity Grant | 625 shares; 10,130 options at $163.20, vest monthly over 3 years |
| Clawback | Adopted Oct 2, 2023; tested on Nov 19, 2024 restatement; no recovery |