Christopher Ho
About Christopher Ho
Christopher W. Ho (age 74) is Chief Executive Officer, President, and Chairman of the Board of Emerson Radio Corp. (MSN). He has served as CEO/President since June 2021 and as Board Chair since June 2016 (also Chair from 2006–2013) . Ho is a Chartered Professional Accountant (Canada), Chartered Accountant/Management Accountant (Canada), and a CPA in Hong Kong; he graduated from the University of Toronto in 1974 . Under his tenure, fiscal 2024 produced net income of $0.77M on $9.07M revenue before swinging to a fiscal 2025 net loss of $(4.73)M on $10.79M revenue, while cumulative TSR (pay-vs-performance presentation basis) moved from 57.89 (FY22) to 72.97 (FY23) to 98.15 (FY24) on a $100 base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emerson Radio Corp. | Chairman of the Board | 2006–2013; 2016–Present | Board leadership, governance; combined Chair/CEO since 2021 . |
| Emerson Radio Corp. | Chief Executive Officer & President | Jun 2021–Present | Strategy and operating leadership across U.S. housewares/audio; oversight amid key-customer concentration . |
| The Grande Holdings Ltd (now Nimble Holdings Co. Ltd) | Director | Oct 1991–Feb 2016 | Consumer electronics licensing/distribution; international trade and corporate finance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| S&T International Distribution Ltd. (indirect Nimble subsidiary; MSN’s controlling stockholder’s chain) | Director | May 2018–Present | S&T holds ~72.4% of MSN via Nimble’s chain; controlled company context . |
| Grande N.A.K.S. Ltd. (indirect Nimble subsidiary) | Director | May 2018–Present | Related to controlling stockholder structure . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 243,000 | 264,000 | 375,959 | Employment agreement specifies $240,000 base and discretionary bonus; one-month termination notice . |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed | Bonuses are discretionary (no stated formula) . |
| Actual Bonus ($) | 10,000 | 40,000 | 76,995 | Paid during the fiscal year . |
| All Other Compensation ($) | 577 | 0 | 0 | No perquisite detail disclosed. |
| Total ($) | 253,577 | 304,000 | 452,954 |
Performance Compensation
- The company did not use “financial performance measures” (as defined by Item 402(v)) to link pay for the most recently completed year; NEOs held no equity awards in the covered years . Bonuses are discretionary and not tied to disclosed revenue/EBITDA/TSR grids .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (Discretionary) | Not disclosed | N/A | N/A | $76,995 (FY25) | Cash; no vesting schedule disclosed. |
| Equity (RSUs/PSUs/Options) | N/A | N/A | N/A | N/A | No outstanding equity awards for NEOs at 3/31/2025 . |
Equity Ownership & Alignment
| Item | As of | Christopher Ho | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | Feb 7, 2025 | 0 | No direct/indirect shares reported. |
| % of shares outstanding | Feb 7, 2025 | 0% | Based on 21,042,652 shares outstanding . |
| Options (exercisable/unexercisable) | Mar 31, 2025 | 0 / 0 | No outstanding equity awards. |
| Vested vs. unvested equity | Mar 31, 2025 | 0 / 0 | |
| Shares pledged | Policy | Prohibited for Section 16 insiders (incl. execs) | Insider Trading Policy bans margin/pledging for directors and execs; hedging prohibited . |
| Ownership guidelines | — | Not disclosed | No executive ownership guideline disclosed in filings reviewed. |
Implications:
- Alignment is primarily cash-based; absence of equity ownership and equity awards limits direct stock-aligned incentives .
- Hedging/pledging prohibitions reduce misalignment risk .
Employment Terms
| Element | Key Terms |
|---|---|
| Employer/Agreement | Emerson Radio (Hong Kong) Limited; effective July 19, 2021 . |
| Base Salary | $240,000 per agreement; realized salary higher in FY25 reflects Board actions . |
| Bonus | Annual discretionary bonus as recommended by the Board; no formula disclosed . |
| Term/Termination | Agreement continues until terminated by either party with not less than one month’s prior written notice (no severance multiple disclosed) . |
| Change-in-Control | No single/double-trigger severance or acceleration terms disclosed for Ho . |
| Clawback | Company-adopted Incentive Compensation Recoupment Policy compliant with Rule 10D‑1 and NYSE American Section 811 effective Oct 2, 2023 . |
| Insider Trading; Hedging/Pledging | Hedging transactions prohibited; directors and executive officers prohibited from margin and pledging of Company securities . |
Board Service and Governance
- Board service: Director since 2016; Chairman since 2016 (also 2006–2013); CEO since 2021 (combined Chair/CEO role) .
- Independence/committees: Company is a “controlled company” under NYSE American; does not maintain a separate nominating or compensation committee—full Board handles nominations and executive compensation. Audit Committee comprises independent directors Kareem E. Sethi (Chair, financial expert) and Kin Yuen .
- Attendance: Five Board meetings in FY2024; all directors attended all Board and committee meetings; all nominated directors attended 2024 annual meeting .
- Director compensation: Employee directors (incl. Ho) are not paid director fees; outside directors received $50,000 in FY2024 plus $15,000 for Audit Committee; effective Jan 1, 2025, outside director base increased to $55,000 and Audit Committee to $20,000 .
Company Performance Context (during Ho’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Net Revenues ($M) | — | 7.18 | 9.07 | 10.79 |
| Net Income (Loss) ($M) | (3.63) | (1.36) | 0.77 | (4.73) |
| TSR Index (initial $100) | 57.89 | 72.97 | 98.15 | — |
Additional operating context:
- Key customer concentration: FY2025 Amazon ~39% and Walmart ~31% of net revenues (81% with top 3); FY2024 Walmart ~53%, Amazon ~20%, Fred Meyer ~10% . Company states loss or reduction of key customers would be materially adverse .
- Supply/manufacturing: 100% of purchases from PRC OEMs; consolidated suppliers (top four ≈95%) .
- Governance risk: Controlled company status (Nimble chain owns ~72.4%) and combined Chair/CEO structure .
Shareholder Votes (Advisory)
- Say-on-Pay (FY2024 pay): For 16,243,567; Against 432,649; Abstain 55,902; Broker non-votes 1,577,483 .
- Say-on-Frequency: 3 years received 15,361,862 votes vs 1-year 1,064,278; 2-years 290,346; Abstain 15,632; Broker non-votes 1,577,483 .
Compensation Structure Analysis
- Mix shift/cash emphasis: No equity plan and no outstanding equity awards; compensation delivered via salary and discretionary cash bonus increases (FY25 salary $375,959; bonus $76,995) . No disclosed performance metrics—raises risk of discretionary pay not tightly linked to objective results .
- Clawback and conduct protections: Company adopted Dodd‑Frank compliant clawback policy; hedging/pledging prohibited for executives, mitigating some risk of misalignment .
- Governance checks: No independent compensation committee due to controlled company exemptions; full Board sets pay .
Risks, Red Flags, and Related Party Considerations
- Alignment risk: Zero beneficial ownership and no equity incentives for Ho reduce “skin-in-the-game” alignment; reliance on discretionary cash bonuses .
- Governance risk: Combined Chair/CEO and controlled company exemptions mean fewer independent checks on executive pay and nominations .
- Customer concentration risk: Heavy reliance on a few large retailers (Amazon/Walmart) .
- Trade/tariff exposure: All manufacturing sourced from China; tariff escalation would pressure margins and pricing .
Equity Ownership & Insider Activity Signals
- Beneficial ownership: 0 shares; no outstanding options/RSUs—therefore no scheduled equity vesting or related sale pressure for Ho .
- Section 16 compliance: Filings indicate all required Section 16 reports were timely for FY2024; no delinquent insider filings disclosed .
Investment Implications
- Pay-for-performance alignment is weak: absence of equity ownership and equity awards for Ho, plus discretionary (non-metric) bonuses, limits direct linkage to TSR/financial outcomes; presence of a clawback and anti-hedging/pledging policies partly mitigates .
- Governance structure elevates oversight risk: controlled company exemptions and combined Chair/CEO place added weight on the two independent Audit Committee directors; no independent compensation committee .
- Operating execution remains pivotal: customer concentration (Amazon/Walmart) and PRC sourcing/tariff exposure make revenue and margin trajectories sensitive; FY2025 revenue grew but profitability deteriorated, underscoring execution and mix challenges .
- Trading signals: With no equity grants or ownership, there is no vesting overhang from Ho; compensation levers are cash-based—watch Board bonus decisions relative to operating results and say‑on‑pay outcomes (most recent vote supportive) .