Kin Yuen
About Kin Yuen
Kin Yuen is an independent director of Emerson Radio Corp. (ticker: MSN), serving on the Board since June 2016 and currently age 70 . He is a Chartered Professional Accountant (Canada), a fellow of the Hong Kong Institute of Certified Public Accountants and of the Association of Chartered Certified Accountants, and holds an MBA from the University of Toronto . The Board has determined that Yuen meets NYSE American and SEC independence standards and he serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varitronix International Ltd. (HK-listed) | Chief Financial Officer and Executive Director | 2009–2014 | Public company reporting and manufacturing sector experience |
| Lafe Corporation Limited (SGX) | Independent Non-Executive Director | Apr 2016–Dec 2020 | Real property development exposure; board independence role |
| Culturecom Holdings Limited (HKEX) | Executive Director | Sep 2017–May 2024 | Publishing sector operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huayi Tencent Entertainment Co. Ltd. (HKEX) | Independent Non-Executive Director | Since 2004 | Entertainment/media; long-standing independent board role |
Board Governance
- Independence: The Board determined Yuen is independent under NYSE American and SEC rules .
- Committee assignments: Audit Committee member; the committee has two independent members (Chair: Kareem E. Sethi; Member: Kin Yuen) .
- Audit Committee meetings: Four formal meetings in Fiscal 2024 (ended March 31, 2024) .
- Board meetings: Five formal meetings in Fiscal 2024; each director participated in all Board and committee meetings during their service period; all directors nominated for re‑election attended the March 21, 2024 annual meeting .
- Committee structure: Controlled company status—no nominating or compensation committee; full Board handles director selection and executive compensation .
Fixed Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Kin Yuen) | $65,000 | $65,000 |
Director fee schedule:
- Outside Director annual retainer: $50,000 in Fiscal 2024 .
- Audit Committee membership fee: $15,000 per annum in Fiscal 2024 .
- Chairman of the Board additional fee: $20,000 per annum (if applicable) .
- Meeting fees: None; reasonable expenses reimbursed .
- Effective January 1, 2025: Retainer increased to $55,000; Audit Committee membership fee increased to $20,000 .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None | No equity compensation plans in existence as of March 31, 2024 . |
| Performance-based director pay | Not disclosed | No director equity grants or performance metrics disclosed . |
| Meeting/attendance-based fees | None | Company does not pay meeting fees . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Huayi Tencent Entertainment Co. Ltd. | Public (HKEX) | Independent Non-Executive Director | No disclosed customer/supplier interlock to Emerson . |
| Culturecom Holdings Limited | Public (HKEX) | Executive Director (former) | No disclosed interlock to Emerson . |
| Lafe Corporation Limited | Public (SGX) | Independent Non-Executive Director (former) | No disclosed interlock to Emerson . |
- Controlled stockholder: S&T International Distribution Ltd. (subsidiary of Nimble Holdings via N.A.K.S.) holds ~72.4% of common stock; Emerson from time to time engages in business transactions with its controlling stockholder and its subsidiaries .
Expertise & Qualifications
- Corporate finance, financial planning, public company reporting, and management expertise; Board believes he is well qualified to serve .
- MBA (University of Toronto); CPA (Canada); fellow member of HKICPA and ACCA .
- Audit Committee experience; Board independence .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As-Of Date |
|---|---|---|---|
| Kin Yuen | 0 | 0% | Feb 15, 2024 |
| Kin Yuen | 0 | 0% | Feb 7, 2025 |
| S&T International Distribution Ltd. (controlled) | 15,243,283 | 72.4% | Feb 7, 2025 |
- Section 16(a) compliance: All required filings by directors and officers were timely for FY 2024 and FY 2023, based on the company’s review .
Governance Assessment
-
Strengths:
- Independent director with deep accounting and public company reporting credentials; Audit Committee membership and oversight of auditor matters .
- Attendance: 100% participation in all Board and committee meetings during FY 2024 service period; presence at the 2024 annual meeting .
- Related-party transaction policy requires Audit Committee pre‑approval of transactions exceeding $120,000 and fairness assessment; standard indemnification agreements for directors .
-
Constraints/risks:
- Controlled company status—Board relies on governance exemptions; absence of nominating and compensation committees concentrates decision‑making with the full Board, potentially reducing independent oversight of executive pay and director nominations .
- No director equity program and zero share ownership for Yuen may limit alignment with minority shareholders compared to equity‑based director pay structures .
- Ongoing related dealings with the controlling stockholder (Nimble and subsidiaries) require vigilance despite policy, elevating conflict‑of‑interest risk .
-
RED FLAGS:
- Controlled company with 72.4% ownership and no independent nominating or compensation committee .
- Director holds 0 shares as of 2024 and 2025; lack of equity ownership alignment .
- Business transactions with controlling stockholder (Nimble) and affiliates—potential related‑party exposure .
Audit Committee composition (two independent members) meets NYSE American minimum for smaller reporting companies; the committee met four times and recommended inclusion of audited financials, demonstrating active oversight **[32621_0001437749-25-004112_msn20250124_def14a.htm:9]** **[32621_0001437749-25-004112_msn20250124_def14a.htm:10]**.