Ching C. Wong
About Ching C. Wong
Dr. Ching C. Wong, age 66, has served as an independent director of Natural Health Trends Corp. since June 2020; he was a Company consultant (2016–2020) and employee at various times (2004–2007; 2009–2010). He holds a PhD in Marketing Management from Shanghai University of Finance and Economics (2011), a law degree from Tsinghua University (2006), and is a fellow of the Association of Chartered Certified Accountants (UK) . The Board has determined he is independent under Nasdaq Rule 5605 and qualifies as an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natural Health Trends Corp. | Independent Director | Since Jun 2020 | Member, Audit; Member, Compensation; Chair, Nominating & Corporate Governance |
| Natural Health Trends Corp. | Consultant | 2016–2020 | Pre-board engagement; potential familiarity with operations |
| Natural Health Trends Corp. | Employee | 2004–2007; 2009–2010 | Operational roles prior to directorship |
| North Pole Limited (HK) | Corporate Controller | 2000–2004 | Finance leadership; regional ops experience |
| Two US publicly-held companies | Senior Asia regional positions | Not specified | Regional leadership (companies not named) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No other public boards listed in proxy biography |
Board Governance
- Independence: Board determined Wong is an “independent director” under Nasdaq 5605 .
- Committees and chair roles:
- Audit Committee: Member; Audit met 4 times in 2024; Wong designated an SEC “audit committee financial expert” .
- Compensation Committee: Member; did not meet in 2024; acted by unanimous written consent twice .
- Nominating & Corporate Governance Committee: Chair; did not meet in 2024; acted by unanimous written consent twice .
- Board attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings .
- Shareholder meeting engagement: None of the directors personally attended the 2024 annual stockholders meeting; Company has no policy requiring director attendance at annual meetings .
Fixed Compensation
| Year | Cash Retainer (Monthly) | Cash Retainer (Annual) | Committee/Chair Fees | Notes |
|---|---|---|---|---|
| 2024 | $8,333 per month | $100,000 (fees earned) | No additional chair fee disclosed for Wong; Board Chair Mason received $4,000/month | Out-of-pocket expense reimbursement |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting Schedule | Performance Conditions | Max Payout Terms | 2024 Fair Value | 2023 Fair Value |
|---|---|---|---|---|---|---|---|
| Phantom Shares (cash-settled) | Feb 7, 2023 | 10,370 phantom shares (Wong) | Eight equal three-month increments; fully vested by Dec 31, 2024 | Time-based and performance vesting; initial deemed satisfied at grant; subsequent periods satisfied in 2023 and last three performance periods in 2024 | Cash equal to FMV per share, capped at $12.00 per phantom share | $22,910 (aggregate fair value for 2024 awards recognition) | $27,981 (aggregate fair value for 2023 awards recognition) |
Note: Phantom shares are cash-settled and do not require actual share ownership; vesting and payout are tied to Company stock FMV up to a per-unit cap .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ching C. Wong | $100,000 | $22,910 (phantom shares, grant-date fair value) | $122,910 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Wong |
| Potential interlocks | None disclosed for Wong; note that fellow director Lucy N. Nduati was recommended by major shareholders (Broady Trusts) and has long association with Broady entities ; Broady Trusts are significant holders (19.5% and 6.0%) |
Expertise & Qualifications
- SEC-defined “audit committee financial expert”; meets Nasdaq financial oversight criteria .
- Deep Greater China market experience and business/cultural fluency; life-long entrepreneur active in Hong Kong/China .
- Advanced academic credentials (PhD Marketing; Law); ACCA fellow (UK) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Ching C. Wong | — (none indicated) | — |
- Hedging: Employees and directors are prohibited from hedging transactions in Company stock under Insider Trading Policy .
Governance Assessment
-
Strengths
- Independence and expertise: Wong is independent and an SEC “audit committee financial expert,” supporting audit quality and oversight .
- Committee leadership: Chairs Nominating & Corporate Governance; sits on Audit and Compensation, indicating broad governance involvement .
- Defined director pay structure: Transparent monthly cash retainer; equity-linked phantom awards with published vesting and caps .
-
Watch items / potential red flags
- Prior Company relationships: Pre-board consulting (2016–2020) and employment (2004–2007; 2009–2010) may raise perceived independence concerns despite formal independence determination .
- Ownership alignment: No beneficial share ownership disclosed for Wong; phantom awards are cash-settled, which may weaken long-term equity alignment versus actual share ownership .
- Engagement signals: Directors did not attend the 2024 annual stockholders meeting; no attendance policy exists—could be viewed negatively by some investors .
- Committee activity: Compensation and Nominating Committees did not meet in 2024, acting only by unanimous written consent twice each; limited formal meetings can be perceived as lighter oversight cadence .
-
Compensation structure observations
- Director retainer remained cash-based with phantom equity exposure (capped at $12 per unit); 2024 recognition of $22,910 for Wong and $27,981 in 2023 indicates continuity of this structure .
- No disclosure of director-specific clawbacks; phantom share acceleration may occur upon certain change-in-control termination events; equity plan forms reference potential tax gross-ups for restricted stock awards at the Committee’s discretion (plan language broadly covers executives and non-employee directors) .
Overall, Wong brings strong financial and regional expertise and holds key governance roles. Investors should weigh the benefits of his audit and nomination leadership against the absence of share ownership, prior service relationships, and limited committee meeting frequency disclosed for 2024 .