Johnson Ku
About Tzu‑Sheng (Johnson) Ku
Tzu‑Sheng (Johnson) Ku is TAIT’s co‑founder and long‑tenured Chairman (director since 1989). He is 76 years old (as of March 31, 2025) and is described as a large stockholder with significant investment and long‑standing business leadership credentials. He also serves as Chairman of Johnson Premium Hardwood Flooring and Americana Floors Incorporated (private companies). He is not classified as an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taitron Components (TAIT) | Co‑founder; Chairman; Director | 1989–present | Board leadership since inception; major stockholder |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Premium Hardwood Flooring | Chairman | Not disclosed | Private company, manufacturer of pre‑finished solid wood floors |
| Americana Floors Incorporated | Chairman | Not disclosed | Private company, importer/wholesaler/retailer of hardwood floors |
Board Governance
- Independence status: Not independent (Board affirmed only non‑employee directors Chiang, Chung, Pineda are independent; Ku is Chair and not listed as independent).
- Committee assignments: Ku is not listed as a member of Audit or Compensation Committees. Audit: Pineda (Chair), Chiang, Chung. Compensation: Chiang (Chair), Pineda, Chung.
- Lead Independent Director: Not disclosed.
- Nominating: No standing nominating committee; independent directors serve that function as needed.
- Board/meeting attendance:
- Board held one meeting in FY2024.
- Annual meeting attendance: at the 2024 (last) Annual Meeting, only CEO Stewart Wang attended; other directors (including Ku) did not attend.
- Board leadership structure: Roles of Chair and CEO are separated (Ku is Chair; Wang is CEO).
- Hedging policy: Company has not adopted any anti‑hedging policy for directors/officers (explicitly states no policy).
Fixed Compensation (Director)
| Item | Amount/Detail | Period |
|---|---|---|
| Non‑employee director annual cash retainer | $3,000 (paid to non‑employee directors) | FY2024 |
| Ku in non‑employee director comp table | Not listed (table lists only Chiang, Chung, Pineda) | FY2024 |
Implication: Ku, as non‑independent Chair, is not shown receiving the standard non‑employee retainer; no cash director fees for him are disclosed in the director compensation table.
Performance Compensation (Director Equity)
| Grant/Action | Date (Txn) | Shares/Units | Exercise/Strike | Form | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| Non‑Qualified Stock Option award | 2024‑06‑25 | 5,000 | $2.88 | Form 4 (filed 2024‑06‑26) | 5,000 options | https://www.sec.gov/Archives/edgar/data/942126/000094212624000002/0000942126-24-000002-index.htm |
| Employee Incentive Stock Option award (reported year‑end) | 2024‑06‑25 | 5,000 | $2.88 | Form 5 (filed 2025‑02‑12) | 5,000 options | https://www.sec.gov/Archives/edgar/data/942126/000094212625000001/0000942126-25-000001-index.htm |
- Vesting schedule/performance metrics: Not disclosed for director grants; company does not discuss director equity performance criteria.
Insider Transactions (Recent)
Notes: Transaction codes reflect Form 4 reporting (M = option exercise; A = award); post‑transaction ownership columns reflect shares/options reported on the respective forms. (Records retrieved via insider‑trades skill; see linked SEC filings.)
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Johnson Premium Hardwood Flooring | Private | Chairman | No related‑party transactions with TAIT disclosed. |
| Americana Floors Incorporated | Private | Chairman | No related‑party transactions with TAIT disclosed. |
Expertise & Qualifications
- Business leadership and governance experience as TAIT Chairman since 1989.
- Large stockholder, aligning economic interests with shareholders.
- Additional operating/board leadership across private companies (flooring sector).
Equity Ownership
| Metric | Value | As‑of |
|---|---|---|
| Class A shares beneficially owned | 1,212,271 | 2025‑03‑31 |
| Options exercisable within 60 days (Class A) | 11,667 | 2025‑03‑31 |
| Class A % of class | 23.1% | 2025‑03‑31 |
| Voting power (all classes) | 9.5% | 2025‑03‑31 |
| Note on indirect holdings | Includes 81,962 shares owned by spouse and 442,044 shares owned by IRA trust | 2025‑03‑31 |
Shares outstanding context: 5,258,568 Class A; 762,612 Class B (Ku has no Class B). CEO Stewart Wang controls all Class B (10 votes/share), concentrating voting power at the CEO level.
Governance Assessment
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Strengths:
- Separation of Chair and CEO roles; board asserts this enables management focus and board oversight.
- Audit and Compensation Committees fully composed of independent directors; Audit Chair designated as financial expert.
- Related‑party review policy in place; the only disclosed related‑party transactions involve a director (Chiang) via Princeton Technology Corp., not Ku.
-
Concerns/Red Flags:
- Ku is not independent and is a large insider; combined with CEO’s super‑voting Class B shares, this reduces effective minority shareholder influence.
- Board met only once in FY2024, suggesting limited formal oversight cadence; at the last Annual Meeting only the CEO attended (others, including Ku, did not), which may signal low shareholder‑facing engagement.
- No anti‑hedging policy for directors/officers is adopted, which is typically viewed as a governance weakness.
- Director compensation disclosure does not list Ku in the non‑employee director pay program; however, Form 4 shows an option grant to Ku in 2024 (5,000 options at $2.88), indicating equity awards to the Chair outside the non‑employee table; lack of a consolidated disclosure table for Chair compensation reduces transparency.
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What’s not disclosed (potential gaps):
- No director‑level stock ownership guidelines or pledging disclosures specific to Ku are provided.
- No per‑director board/committee attendance rates; only aggregate board meeting count and annual meeting attendance observation are provided.
- No clawback, change‑in‑control, or other contractual terms relevant to directors are discussed.
Appendix: Board/Committee Snapshot (for context)
| Committee | Chair | Members | Ku’s Role |
|---|---|---|---|
| Audit | Dubravka (Maria) Pineda | Pineda, Richard Chiang, Chi‑Lin Chung | Not a member |
| Compensation | Richard Chiang | Chiang, Pineda, Chung | Not a member |
| Nominating | No standing committee | All directors participate as needed; nominees must be selected/recommended by majority of independents | Not a separate role |
Sources
- TAIT DEF 14A (filed Apr 30, 2025): director biographies, independence, committees, meeting attendance, hedging policy, ownership table.
- TAIT DEF 14A (filed Apr 29, 2024): director compensation table and committee composition (context).
- TAIT 10‑K signatures (Mar 31, 2025): confirms Ku as Chairman/Director.
- Insider filings (Forms 4/5) for Tzu‑Sheng Ku (Chairman): awards/exercises and post‑ownership. 2024‑06‑26 Form 4; 2025‑02‑12 Form 5; 2023‑08‑14 and 2023‑10‑11 Form 4s.