Tsun Yee Law
About Tsun Yee Law
Dr. Tsun Yee Law (age 41) has served as an independent director of Nano Nuclear Energy Inc. since 2022. He is a physician with professional memberships in Doctors for Nuclear Energy and the American College of Nuclear Medicine, specializing in orthopedic medicine and engaged in clinical research focused on robotics and sensors; he holds a BBA and MBA from Davenport University and an MD from American Global University School of Medicine . He is deemed independent under SEC/Nasdaq rules and sits on key board committees, including chair roles in Audit and Compensation, reflecting governance expertise and engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (South Florida) | Physician (Orthopedic medicine; hip/knee osteoarthritis) | Since 2014 | Clinical research focus on robotics/sensors; medical innovation |
| Flagler Healthcare Investment Property Group | Physician Consultant | Since 2015 | Healthcare investment advisory |
| Financial Ventures Group | Physician Consultant | Since 2017 | Consulting; business advisory exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LIS Technologies Inc. (LIST) | Director | Since 2022 | Related-party ties with NNE (investment, collaboration); several NNE insiders involved at LIST |
Board Governance
- Independence: Board determined Dr. Law is independent under SEC and Nasdaq rules .
- Committee assignments: Audit Committee (Chair), Compensation Committee (Chair), Nominating & Corporate Governance Committee (Member; chaired by Diane Hare) .
- Audit Committee Report: Signed by Dr. Law, indicating active oversight of external audit and financial reporting .
- Executive sessions: Independent directors have regularly scheduled meetings where only independents are present .
- Tenure/terms: Director since 2022; nominated to serve a one-year term expiring at the 2026 annual meeting (current term set at April 23, 2025 election) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (Current) |
|---|---|---|---|
| Annual cash fees ($) | $15,000 | $25,000 | $50,000 (new annual cash compensation effective; disclosed June 5, 2025) |
| Director agreement cash milestones ($) | $5,000 at execution; $10,000 at 1-year anniversary (agreement terms) | $5,000 at execution; $10,000 at 1-year anniversary (agreement terms) | Not restated; superseded by revised compensation package |
| Term length | 24 months (independent director agreement) | 24 months | N/A (compensation amended via 8-K; service continues per board nomination) |
Performance Compensation
| Award Type | FY 2023 | FY 2024 | FY 2025 (Current) |
|---|---|---|---|
| Stock options (grant date; shares; strike; vest; expiry) | Feb 10, 2023; 30,000; $1.50; vested immediately; expires Feb 10, 2026 | No new option issuance disclosed for directors in FY 2024 | RSUs: 3,428 units; grant date June 3, 2025; grant-date fair value $100,029; fair value per RSU $29.18; vest on first anniversary (time-based) |
| Option award fair value ($) | $8,553 | – | – |
| Performance metrics tied to awards | None disclosed (options immediate vest) | None disclosed | RSUs time-based (no specific performance metrics); the 2025 Plan permits performance awards generally |
| Clawback / repricing provisions | 2025 Plan prohibits repricing without shareholder approval and includes robust clawback language | 2025 Plan provisions apply post-adoption | RSUs issued under 2025 Plan; subject to clawback |
Other Directorships & Interlocks
| Entity | Nature | Details | Governance Risk Notes |
|---|---|---|---|
| LIS Technologies Inc. (LIST) | Board interlock | Dr. Law is a director; NNE invested $2.0M in LIST in Aug 2024; collaboration/space lease in Oak Ridge; multiple NNE insiders (Jay Yu, Dr. Law) involved, and CEO James Walker consults to LIST | Related-party transaction approved by disinterested independents; ongoing commercial ties raise conflict-monitoring needs |
Expertise & Qualifications
- Medical and nuclear specialization: Memberships in Doctors for Nuclear Energy and American College of Nuclear Medicine .
- Education: BBA and MBA (Davenport University); MD (American Global University School of Medicine) .
- Research/innovation: Clinical research in robotic/sensor technologies; healthcare investments .
- Governance roles: Chairs two core committees (Audit, Compensation), signaling financial oversight and pay governance capability .
Equity Ownership
| Metric | As of Record Date (Feb 27, 2025) |
|---|---|
| Shares owned (direct) | 100,000 |
| Options exercisable (60-day) | 30,000 (at $1.50; expire Feb 10, 2026) |
| Total beneficial ownership (shares + exercisable) | 130,000; <1% of outstanding (37,072,881) |
| RSUs granted (post-Record Date) | 3,428 RSUs (June 3, 2025), time-based vest on first anniversary |
| Pledging/hedging | Insider Trading Policy adopted Dec 2024 (policy framework); no pledging/hedging disclosure specific to Dr. Law |
| Ownership guidelines | Not disclosed for directors |
Governance Assessment
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Strengths:
- Dual chair roles (Audit and Compensation) demonstrate centrality in financial reporting and pay governance; signed audit committee report evidences active oversight .
- Formal clawback and no-repricing provisions under the 2025 Plan reflect shareholder-friendly governance design .
- Independence affirmed; independent director executive sessions held .
-
Watch items / red flags:
- Related-party exposure with LIST (investment, collaboration, tenancy) where Dr. Law is also a director; although approved by disinterested independents, continued monitoring of transaction terms and profit-sharing arrangements is warranted .
- Compensation structure shift (2025): Increased guaranteed cash ($50k) plus RSUs ($100,029) vs prior lower cash fees ($15k–$25k) and options, indicating rising fixed pay and reduced performance leverage; assess pay-for-risk alignment for early-stage nuclear development context .
- Founder concentration: Chairman Jay Jiang Yu beneficially owns ~28.33% voting power; board and committee independence becomes more critical in safeguarding minority shareholders .
-
Attendance: No board/committee attendance rates disclosed; inability to verify attendance is a disclosure gap .
Notes on Compensation Structure Changes
- Year-over-year mix: 2023/2024 director fees were modest ($15k/$25k) with options; 2025 amendments introduced higher cash retainer and time-based RSUs (3,428 units; $100,029 fair value), shifting away from immediate-vest options to RSUs, typically lowering performance optionality and increasing guaranteed value .
- Committee chair fees/meeting fees: Not separately disclosed; independent director agreements included one-time and anniversary cash milestones and option grants, but 2025 structure supersedes prior terms .
Related Party Transactions Summary (Dr. Law context)
- LIST relationship: NNE invested $2.0M in Aug 2024, entered collaboration to supply enriched UF6 (profit-sharing to be agreed), and leased ~7,000 sq ft to LIST ($7,000/month, through Sept 2034); relationship is a related party due to overlapping directorships (including Dr. Law) and management ties; transaction approved by disinterested independent directors .
- Canadian USNC assets option structure involving Chairman Jay Yu noted (assignment/option back); while not directly tied to Dr. Law, it underscores the need for robust conflicts oversight across board transactions .
Fixed Compensation – Detailed Table
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $15,000 | $25,000 | $50,000 annual cash comp (effective 2025 amendment) |
| One-time execution fee ($) | $5,000 (agreement terms) | $5,000 (agreement terms) | Not stated (amended structure) |
| 1-year anniversary fee ($) | $10,000 (agreement terms) | $10,000 (agreement terms) | Not stated (amended structure) |
Performance Compensation – Detailed Award Table
| Award | Grant Date | Quantity | Strike/Fair Value | Vesting | Expiry |
|---|---|---|---|---|---|
| Stock Options | Feb 10, 2023 | 30,000 | $1.50 | Immediate vest (on grant) | Feb 10, 2026 |
| RSUs | Jun 3, 2025 | 3,428 | $100,029 total ($29.18/RSU) | First anniversary of grant (time-based) | N/A |
Equity Ownership – Breakdown
| Category | Amount |
|---|---|
| Direct shares | 100,000 |
| Options exercisable (60 days) | 30,000 |
| Beneficial ownership total | 130,000; <1% of outstanding |
| RSUs (granted 2025) | 3,428; unvested until Jun 3, 2026 |
Governance Policy References
- Insider Trading Policy: Amended and restated in Dec 2024 (filed with 2024 Annual Report) .
- 2025 Equity Incentive Plan: Effective Feb 28, 2025; includes clawback, director award limits ($750,000 first year; $500,000 thereafter), no repricing without shareholder approval .
Insider Trades
- No Form 4 transactions for Dr. Law were disclosed in the provided filings; no additional insider trade data available within the current document set. If needed, we can retrieve Form 4s from SEC EDGAR in a follow-up.
Conclusion
- Dr. Law’s governance profile is strong, with leadership of Audit and Compensation committees and documented independence. The 2025 compensation update increases fixed cash and introduces time-based RSUs, reducing performance leverage versus prior option awards—appropriate for attracting/retaining directors but warrants pay-for-performance scrutiny in light of early-stage execution risk . The LIST related-party ties represent the key conflict risk; current oversight via disinterested independent approvals is positive, but ongoing monitoring of commercial terms and any profit-sharing arrangements is advised .