HoongKhoeng Cheong
About HoongKhoeng Cheong
HoongKhoeng Cheong (age 59) is a director of Phoenix Motor Inc. (PEV) and has served on the Board since December 2020. He brings 20+ years of engineering and operations experience across solar and electronics, including COO of SPI Energy Co., Ltd., senior roles at LDK Solar and Sunways AG (Germany), and earlier leadership at a Flextronics affiliate. He holds a B.S. in Mechanical Engineering (University of Louisiana) and an M.S. in Computer Integrated Manufacturing (Nanyang Technological University, 1997) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoenix Motor Inc. | General Manager (PV systems and manufacturing) | 2007–2011 | Led PV system design/development and manufacturing of module/racking components |
| LDK Solar Co., Ltd. | Various Management Positions | 2011–2014 | Operational leadership in solar manufacturing |
| Sunways AG (Germany) | Chairman of the Management Board & CEO | c. 2011–2014 | Public company leadership in Germany |
| Flextronics affiliate | Vice President of Engineering | Prior to 2007 | Led engineering/manufacturing for LCD products |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| SPI Energy Co., Ltd. | Chief Operating Officer | May 2014 | SPI is a major shareholder-affiliated group to PEV; role creates potential interlocks |
Board Governance
- Independence and committee roles: The Board determined its independent directors are Julia Yu, Yongmei (May) Huang, and James Young; Cheong is not listed as independent and holds no committee assignments in the current Audit, Compensation, or Nominating & Governance committees .
- Attendance and engagement: The Board met 12 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings. Independent directors meet in executive session without management .
- Anti-hedging/pledging: The insider trading policy prohibits hedging, holding securities in margin accounts, or pledging company securities as collateral—supports alignment and limits risk-taking optics .
Fixed Compensation
2024 director compensation (non-executive directors):
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| HoongKhoeng Cheong | $0 | $1,800 | $0 | $1,800 |
Notes:
- Directors are reimbursed for reasonable travel and out-of-pocket expenses related to Board/committee duties (not included above) .
Performance Compensation
Reported 2024 equity award terms (director program):
| Instrument | Qty (Underlying Shares) | Grant Year | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | 50,000 | 2024 | $0.34 per share | 25% on each of the 1st–4th anniversaries, continuous service required | 10 years from grant date |
- Proxy footnotes state the 2024 award “consists of 50,000 shares of common stock granted … which options vest over four years … exercisable at $0.34 per share,” indicating time-vested options; the table shows a $1,800 “Stock Awards” fair value and zero for “Option Awards” (company presentation) .
Other Directorships & Interlocks
| Entity | Role/Relationship | Governance Relevance |
|---|---|---|
| SPI Energy Co., Ltd. | Cheong is COO | SPI and affiliates had multiple related-party interactions with PEV in 2024 (services billing; loan agreement; guarantee arrangements), elevating conflict-of-interest risk for an affiliated director . |
| EdisonFuture, Inc. and Palo Alto Clean Tech Holding Ltd. (PACT) | Major shareholders affiliated with PEV’s CEO/Chair (not Cheong) | Concentrated ownership (aggregate 38.1% as of record date) influences voting dynamics; underscores need for strong independent oversight . |
No other current public company directorships for Cheong are disclosed .
Expertise & Qualifications
- Core expertise: Solar and electronics operations, engineering management, manufacturing scale-up, and PV systems .
- Education: B.S. Mechanical Engineering (University of Louisiana); M.S. in Computer Integrated Manufacturing, Nanyang Technological University, Singapore (1997) .
- Financial expert designation: Not designated as the audit committee financial expert (that role is held by Julia Yu) .
Equity Ownership
| Holder | Vested Options (within 60 days) | Shares Owned (Issued & Outstanding) | Total Beneficial Ownership | % of Class | Record Date Shares Outstanding |
|---|---|---|---|---|---|
| HoongKhoeng Cheong | 18,750 | 0 | 18,750 | <1% | 45,979,404 |
- Beneficial ownership includes shares underlying options exercisable within 60 days of the record date (March 3, 2025) per SEC rules .
- Company policy prohibits pledging and hedging of company securities .
Governance Assessment
- Board effectiveness and independence: Cheong is not independent and holds no committee seats; all three committees are composed of independent directors and chaired by independents, which helps mitigate influence risks from affiliated directors .
- Attendance and engagement: Met minimum engagement thresholds; 12 Board meetings in 2024 with no director below 75% attendance—supportive of baseline effectiveness .
- Compensation and alignment: Cheong received no cash retainer and a small reported equity value ($1,800) for 2024; options vest over time, creating tenure-based (not performance-based) alignment. Low absolute reported value and lack of performance conditions limit strong pay-for-performance signaling at the director level .
- Ownership and skin-in-the-game: Beneficial ownership is de minimis (<1%); while options provide upside, the small current stake implies limited direct financial alignment versus larger holders .
- Related-party exposure and conflicts: Material related-party interactions with SPI (where Cheong is COO) in 2024—including a loan agreement (up to $3.0M, partially advanced and repaid), services billing ($794k billed; $766k paid; $28k outstanding), and a now-released guaranty for $14.98M—represent recurring conflict risks. The Audit Committee maintains a related-party transaction review policy, but the breadth of transactions elevates optics and potential influence concerns .
- Capital and control dynamics: Major shareholders EdisonFuture and PACT, affiliated with the CEO/Chair, collectively held ~38.1% at the record date, concentrating voting power and reinforcing the importance of independent committee oversight and robust related-party governance .
RED FLAGS
- Non-independent director with executive role at SPI Energy amid multiple related-party transactions (services, loans, guarantee) between SPI and PEV in 2024 .
- Minimal director-level equity value disclosed ($1,800) and de minimis beneficial ownership (<1%), reducing strong alignment signals for investors .
- Concentrated ownership by affiliates (38.1%) may impact board dynamics and minority shareholder confidence if independent oversight is not visibly assertive .
Offsetting factors
- All standing committees are fully independent and chaired by independent directors, with an explicit related-party review policy and anti-hedging/pledging policy in place .
Citations:
- Biography, age, tenure, education:
- Committee composition and independence:
- Board meetings and attendance:
- Director compensation:
- Beneficial ownership and outstanding shares:
- Major shareholder concentrations:
- Related-party transactions (SPI loans, services, guaranty and release):
- Anti-hedging/pledging policy: