Michael Binney
About Michael Binney
Michael Binney is Executive Vice President and Chief Operating Officer (COO) of Emerson Radio Corp. (MSN) since January 2022, Company Secretary since July 2017, and a director since June 2016; he previously served as CFO from March 2017 to January 2022. He is 65 (as of the 2025 proxy), a fellow of the Institute of Chartered Accountants in England and Wales, with over a decade at KPMG and PricewaterhouseCoopers and extensive public-company reporting experience across Asia and Hong Kong-listed entities . Emerson is a “controlled company” with combined CEO/Chair roles; the Board (not a compensation committee) sets executive pay, and the company discloses that NEO pay is discretionary and not tied to formal financial performance measures (important for pay-for-performance assessment) . Company performance context: TSR declined from $57.89 to $98.15 over FY2022–FY2024; net results improved to $0.766M in FY2024; revenues rose and EBITDA remained negative—see tables below for detail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Emerson Radio Corp. | Director | 2005–2008 | Prior board service at MSN adds institutional knowledge . |
| The Grande Holdings Ltd. (now Nimble Holdings Co. Ltd.) | Executive Director & Group CFO | 2016–2017 | Led finance at controlling shareholder’s parent; deep capital markets/reporting expertise . |
| The Grande Holdings Ltd. | Deputy CEO (Finance, Accounting & Co. Secretarial) | 2016 | Transitional finance leadership post . |
| The Grande Holdings Ltd. | Executive Director | 2001–2009 | Long-tenured executive governance and operations oversight . |
| The Grande Holdings Ltd. | Non‑Executive Director | 2009–2010 | Governance oversight and external perspective . |
| Vinarco International Group | Executive Director & CFO | 2010–2016 | Upstream oil/gas supplier; finance leadership across APAC . |
| Lafe Corporation Ltd. (SGX) | Executive Director | 2001–2009 | Public-company board role; governance and finance . |
| Lafe Corporation Ltd. (SGX) | Non‑Executive Director | 2009–2010 | Independent oversight; risk/governance focus . |
| KPMG; PricewaterhouseCoopers | Senior roles | >10 years | Big Four training; controls, audit quality foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T International Distribution Ltd. (Nimble subsidiary) | Director | Since Aug 2016 | Direct link to controlling shareholder; information flow and alignment considerations . |
| Grande N.A.K.S. Ltd. (Nimble subsidiary) | Director | Since Aug 2016 | Same as above; interlock with controller entities . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 197,404 | 211,005 | 281,538 |
| Bonus ($) | 8,125 | 29,385 | 56,506 |
| All Other Compensation ($) | 2,307 | 2,308 | 577 |
| Total ($) | 207,836 | 242,698 | 338,621 |
- Employment agreement: annual base salary $195,000; annual discretionary bonus at Board’s recommendation; terminable by either party with one month’s written notice; term runs until first day of the month after his 67th birthday (or earlier termination) .
- Retention bonus: $60,000 aggregate granted October 7, 2019—earned in three equal $20,000 installments on the first three anniversaries; subject to repayment under certain conditions (award now fully vested) .
Performance Compensation
- No formal financial performance metrics were used to link NEO compensation in the most recent years; pay is discretionary rather than formulaic (no Company-Selected Measure disclosed) .
- No outstanding equity awards for NEOs at fiscal year-end, and no equity compensation plans in existence as of March 31, 2024 .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Discretionary Cash Bonus | Not disclosed | N/A | Not disclosed | Not disclosed | As shown in Fixed Compensation | N/A |
Equity Ownership & Alignment
| Holder | Beneficial Shares | % of Shares Outstanding | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|
| Michael Binney | 0 | 0.0% | N/A (no equity) | None | Not disclosed (no ownership) |
| Shares Outstanding | 21,042,652 | — | — | — | — |
| Controlling Stockholder (S&T) | 15,243,283 | 72.4% | — | — | See 13D/A structure disclosures |
- Hedging policy prohibits directors and executive officers from engaging in hedging or derivatives transactions in Company stock; pledging not specifically addressed in disclosures .
Employment Terms
| Term | Detail |
|---|---|
| Role dates | COO since Jan 2022; Secretary since Jul 2017; CFO Mar 2017–Jan 2022; Director since Jun 2016 . |
| Agreement | Effective Jan 16, 2022 (amended Jul 6, 2023) with Emerson Radio (Hong Kong) Ltd. . |
| Base salary | $195,000 . |
| Bonus | Annual discretionary bonus at Board’s recommendation . |
| Termination | One month prior written notice by either party; term to first day of month after 67th birthday . |
| Severance / CoC | No severance multiples or change-of-control accelerations disclosed . |
| Clawback | Not disclosed (Company codes/insider policy disclosed; no explicit clawback terms) . |
| Indemnification | Standard Delaware-law indemnification agreements for directors/officers . |
Board Governance
- Board service: Director since 2016; employee director not paid director fees; Outside Director fees only apply to independent directors .
- Committee roles: Audit Committee comprises Messrs. Sethi (Chair) and Yuen; Binney is not on Audit and is not independent .
- Board meeting attendance: All directors attended all Board and committee meetings during the year they served (Fiscal 2024/2023) .
- Controlled company exemptions: No compensation or nominating committee; full Board develops pay policies and approves executive pay; CEO also serves as Chairman (combined roles) .
| Director Compensation (Outside Directors) | FY 2023 | Policy Change Effective Jan 1, 2025 |
|---|---|---|
| Annual retainer (cash) | $50,000 | Increased to $55,000 . |
| Audit Committee member fee | $15,000 | Increased to $20,000 . |
| Chair fees | Additional $20,000 for Chair (if an Outside Director) | Unchanged . |
| Meeting fees | None | None . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $57.89 | $72.97 | $98.15 |
| Net Income (Loss) ($000s) | (3,626) | (1,360) | 766 |
| Company Financials ($USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues | 7,177,000 | 9,070,000 | 10,785,000 |
| EBITDA | -2,095,000* | -3,337,000* | -4,430,000* |
| Net Income | -1,360,000* | 766,000 | -4,731,000* |
Values with an asterisk (*) retrieved from S&P Global.
Related Party Transactions and Controls
- Controlling stockholder: Nimble (via S&T/N.A.K.S.) holds ~72.4% and engages in business transactions with Emerson; related-party transactions over $120,000 require Audit Committee pre-approval and “entire fairness” review .
- Section 16 compliance: All directors/executives filed timely in FY2024 and FY2023 .
Expertise & Qualifications
- Credentials: Fellow member of the Institute of Chartered Accountants in England and Wales; broad public-company finance/reporting experience; Big Four background .
- Sector experience: Consumer electronics, international trade, licensing; APAC upstream oil & gas services finance .
Investment Implications
- Alignment risk: Zero share ownership and no equity plan means limited “skin in the game”; cash-heavy, discretionary bonuses reduce pay-for-performance linkage and can weaken shareholder alignment .
- Governance overhang: Controlled company with combined CEO/Chair and no compensation committee—full Board sets pay—heightens independence concerns; however the Audit Committee is independent and active .
- Retention/contract: Minimal severance economics (one‑month notice), fully vested retention bonus from 2019, and contract nearing retirement threshold suggest limited golden‑parachute risk; near-term succession planning for COO should be on the radar .
- Trading signals: Lack of equity ownership and hedging prohibitions imply low insider-selling pressure; watch say‑on‑pay outcomes and any shifts toward equity grants as potential signals of changing alignment or strategic posture .