Yiu T. Chan
About Yiu T. Chan
Independent director of Natural Health Trends Corp. since December 2015; age 58 (2025). He is a tax and business advisory specialist with senior experience at Big Four firms in China and serves as Executive Director of Harbour Equine Holdings Limited (SEHK:8377). He holds a bachelor’s degree in accounting from City University of Hong Kong and is a member of both the Hong Kong Institute of Certified Public Accountants and ACCA . The Board classifies him as an independent director under Nasdaq Rule 5605(a)(2) and as an Audit Committee “financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton (Guangzhou) | Partner, Tax & Business Advisory | Oct 2012 – Oct 2015 | Led tax/business advisory for multinationals operating in China |
| Ernst & Young (Guangzhou) | Tax Director and Partner | Jun 2006 – Dec 2011 | Senior tax leadership; complex compliance in China |
| PricewaterhouseCoopers (Guangzhou) | Senior roles | 2002 – 2011 | Advisory roles across tax/business compliance |
| Blue Ocean Corporation Limited | Director of Investment & Planning | Jul – Sep 2012 | Advisory to cross-border investors |
| Self-employed advisor | Business & tax advisor | Dec 2015 – Feb 2020 | Independent consultancy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harbour Equine Holdings Limited (formerly Shen You Holdings Ltd.) (SEHK:8377) | Executive Director | Feb 2020 – present | Investment holding company |
| Harbour Equine Holdings Limited | Corporate Secretary | Jul 2016 – Aug 2022 | Governance/administration |
Board Governance
- Committee assignments (2025): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determines Chan is independent; Audit Committee members (including Chan) meet Rule 10A-3(b)(1) independence and are designated “audit committee financial experts” .
- Meeting cadence and attendance:
- Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings .
- 2023: Board met/acted 12 times; each director attended at least 75% of meetings. Audit Committee met/acted 7 times; Compensation Committee 3 times; Nominating Committee 1 time .
- 2024: Audit Committee met 4 times; Compensation and Nominating Committees did not meet but acted by unanimous written consent two times each .
- Annual meeting engagement: No directors personally attended the 2024 or 2023 annual stockholder meetings; the company has no attendance policy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | $100,000 | $100,000 |
| Committee chair fees | Not disclosed; Board Chair receives $4,000/month (not applicable to Chan) | Not disclosed; Board Chair receives $4,000/month (not applicable to Chan) |
| Meeting fees | Not disclosed | Not disclosed |
Notes:
- Monthly cash retainer for non-employee directors was $8,333 in both 2023 and 2024 .
Performance Compensation
| Award Feature | Details | Source |
|---|---|---|
| Instrument | Phantom shares (cash-settled) | |
| Grant date | Feb 7, 2023 | |
| Shares granted (Chan) | 10,370 phantom shares | |
| Vesting | Eight equal three-month increments; requires both time-based and performance condition; initial increment deem-satisfied; subsequent periods satisfied in 2023 and final three in 2024; fully vested by 12/31/2024 | |
| Max payout per share | $12.00 | |
| 2023 fair value recognized | $27,981 | |
| 2024 fair value recognized | $22,910 |
Performance metrics table:
| Period | Metric Type | Target/Criteria | Outcome |
|---|---|---|---|
| 2023–2024 phantom award | Performance condition (unspecified) | Compensation Committee-designated performance criteria (not disclosed) | Deemed satisfied for initial vesting; satisfied for subsequent specified periods; fully vested by 12/31/2024 |
Other Directorships & Interlocks
| Company | Relationship to NHTC (supplier/customer/competitor) | Interlocks/Shared ties | Notes |
|---|---|---|---|
| Harbour Equine Holdings Limited (SEHK:8377) | Not disclosed | None disclosed | External public company role |
Expertise & Qualifications
- Accounting degree; HKICPA and ACCA memberships .
- Recognized as Audit Committee financial expert by the Board .
- Deep tax/business advisory experience in Greater China, aligning with NHTC’s key market exposure .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Vested vs Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Mar 22, 2024 | — | — | Not applicable (phantom shares are cash-settled) | Hedging prohibited by policy; no pledging disclosed for Chan |
| Mar 14, 2025 | — | — | Not applicable (phantom shares fully vested by 12/31/2024) | Hedging prohibited; no pledging disclosed for Chan |
Notes:
- Company policy prohibits employee/director hedging transactions .
- Significant shareholders (Broady Trusts) disclosed pledging of shares to secure lines of credit in 2024, but no pledging is disclosed for Chan .
Governance Assessment
- Strengths:
- Independent director with relevant tax/compliance expertise for China, NHTC’s key market; Audit Committee “financial expert” designation enhances financial oversight quality .
- Chair of Compensation Committee, with responsibility for executive and director pay policies; phantom awards structured with dual time-and-performance conditions indicate at-risk components rather than guaranteed equity .
- Concerns/RED FLAGS:
- Board engagement: No directors attended the 2024 or 2023 annual stockholder meetings; absence of an attendance policy may be viewed negatively by governance-focused investors .
- Committee activity in 2024: Compensation and Nominating Committees did not hold formal meetings (actions via unanimous written consent only), potentially indicating lower committee engagement in a year of board expansion and ongoing compensation policy oversight .
- Compensation transparency: Specific performance metrics for phantom awards are not disclosed, limiting pay-for-performance evaluation; prior-year adjustments to performance criteria for executives due to extraordinary circumstances in China (2022) reflect committee discretion that can be perceived as softening targets (as Compensation Chair, Chan oversees this area) .
- Share pledging by significant stockholders (Broady Trusts) introduces overhang/forced-sale risk; while not attributable to Chan, the addition of a director with Broady ties (Nduati) heightens sensitivity to related-party influence dynamics .
Director Compensation (Summary)
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock/Phantom Awards ($) | $27,981 | $22,910 |
| Total ($) | $127,981 | $122,910 |
Mix observations:
- 2024 blend: ~81% cash / ~19% phantom by fair value (computed from reported amounts) .
- 2023 blend: ~78% cash / ~22% phantom by fair value (computed from reported amounts) .
Committee Assignments (Detail)
| Committee | Role | 2023 Activity | 2024 Activity |
|---|---|---|---|
| Audit | Member | 7 meetings/consents; members independent; all designated financial experts | 4 meetings; members independent; financial experts |
| Compensation | Chair | 3 meetings/consents | No meetings; 2 consents |
| Nominating & Corporate Governance | Member | 1 meeting/consent | No meetings; 2 consents |
Potential Conflicts or Related-Party Exposure
- No related-party transactions involving Chan are disclosed in the proxies reviewed. Phantom awards are company-wide instruments with standard terms; specific director-related change-of-control terms not disclosed for Chan .
- Board composition change in 2024 added a director with significant stockholder ties (Broady family), which may influence board dynamics but is not directly a conflict for Chan .
Notes on Say-on-Pay & Shareholder Feedback
- 2024 proxy included an advisory vote on NEO compensation; frequency set to every three years, next in 2027 . Vote outcomes are not disclosed in the proxy; Item 5.07 filings would contain results (not reviewed here).
Summary Implications
- Chan’s independence, financial expertise, and China-focused advisory background support board effectiveness in NHTC’s core market. However, reduced formal committee meeting activity in 2024, non-attendance at annual meetings, and limited disclosure of performance metrics for director phantom awards are notable governance risk signals to monitor for investor alignment and oversight rigor .