Richard Chiang
About Richard Chiang
Richard Chiang (age 68) has served as a Director of Taitron Components since its founding in 1989. He is Chairman of Princeton Technology Corporation, a fabless integrated circuit design company (since 1986), and Chairman of Triton Management Corporation, a venture capital fund manager overseeing more than $80 million. The Board has determined he is independent under NASDAQ and SEC rules and he currently chairs Taitron’s Compensation Committee and serves on the Audit Committee. Specific qualifications disclosed include long tenure on the board, knowledge of business strategy, and international business leadership experience supporting his role as Compensation Committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taitron Components Incorporated | Director | 1989–present | Compensation Committee Chair; Audit Committee Member |
| Princeton Technology Corporation | Chairman | Since 1986 | Industry leadership; potential supplier relationship to TAIT |
| Triton Management Corporation | Chairman | Not specified; manages >$80 million | Venture capital oversight |
External Roles
| Organization | Public/Private | Role | Tenure/Notes |
|---|---|---|---|
| Princeton Technology Corporation (PTC) | Not stated | Chairman | Since 1986; fabless IC design company |
| Triton Management Corporation | Not stated | Chairman | VC fund management company managing >$80 million |
Board Governance
- Independence: The Board affirmatively determined current non‑employee directors (including Chiang) and all Audit and Compensation Committee members are independent under NASDAQ and SEC standards .
- Committee structure and roles:
- Audit Committee: Members include Chiang; Chair is Dubravka Pineda; held one meeting in FY2024 .
- Compensation Committee: Chiang is Chair; held one meeting in FY2024; does not operate under a written charter; CEO participates in determinations (except for his own pay) .
- Nominating: No standing nominating committee; independent directors function in this capacity as needed .
- Board activity and attendance:
- Board meetings: The Board held one meeting in the past year .
- Annual shareholder meeting attendance: Only CEO Stewart Wang attended the 2024 annual meeting .
- Hedging policy: The Company has not adopted policies restricting employee/officer/director hedging of Company equity .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $3,000 | Paid to non‑employee directors (including Chiang) |
| Committee fees | Not disclosed | — |
| Meeting fees | Not disclosed | — |
| Annual option grant | 5,000 non‑statutory options per year | Exercisable at fair market value on date of grant |
| Aggregate options outstanding (FY2024) | 30,000 | Chiang outstanding director options |
Performance Compensation
- No director performance metrics (e.g., TSR, revenue, EBITDA) disclosed for director compensation; director equity is delivered via stock options without stated performance conditions .
| Date (Transaction) | Type | Securities | Price | Post-Transaction Position | Source |
|---|---|---|---|---|---|
| 2024-06-25 | Award (Non‑Qualified Stock Option) | 5,000 options | $2.62 | 5,000 options | |
| 2022-05-26 | Award (Non‑Qualified Stock Option) | 5,000 options | $0.00 | 5,000 options | |
| 2022-05-26 | Award (Non‑Qualified Stock Option) | 5,000 options | $3.24 | 5,000 options | |
| 2021-08-02 (filed 2022-02-11) | Award (Employee Incentive Stock Option) | 5,000 options | $4.44 | 5,000 options |
Other Directorships & Interlocks
| Counterparty | Relationship to TAIT | Nature of Activity | FY2024/FY2023 Amount |
|---|---|---|---|
| Princeton Technology Corporation (controlled by Chiang) | Supplier; related party | Electronic components purchases; distributor agreement in place | ~$4,000 (2024); ~$5,000 (2023) |
Expertise & Qualifications
- Longstanding board experience and knowledge of Taitron’s strategies since 1989 .
- International business leadership across semiconductor and venture capital domains .
- Identified as suitable to chair Compensation Committee based on experience .
- Audit Committee service; Audit Committee includes a named financial expert (Pineda) .
Equity Ownership
| Measure (as of March 31, 2025) | Amount | % |
|---|---|---|
| Class A shares beneficially owned | 174,694 | 3.3% of Class A |
| Options exercisable within 60 days | 36,667 | — |
| Voting power across all classes | — | 1.4% |
| Director options outstanding (FY2024) | 30,000 | — |
Governance Assessment
- Committee leadership and independence: Chiang chairs Compensation and serves on Audit; independence affirmed by NASDAQ/SEC standards, contributing to board oversight integrity .
- Engagement concerns: Only one Board meeting held in FY2024 and only the CEO attended the 2024 annual meeting; low disclosed engagement by independent directors may be a red flag for board effectiveness and investor confidence .
- Compensation governance: Compensation Committee lacks a written charter and the CEO participates in deliberations (except his own pay), which may weaken formal compensation governance structures .
- Related-party exposure: TAIT purchases from Princeton Technology Corporation, controlled by Chiang, under a distributor agreement (small amounts: ~$4k in 2024, ~$5k in 2023), reviewed under a related‑person transaction policy by the Audit Committee; while immaterial in size, it represents a standing conflict to monitor .
- Hedging policy gap: The Company has not adopted anti‑hedging policies for employees/directors; governance best practice usually favors prohibiting hedging to ensure alignment—absence is a notable red flag .
- Broader governance environment: 2025 developments include voluntary Nasdaq delisting (cost/benefit rationale) and CFO resignation with CEO assuming principal financial and accounting officer roles, concentrating responsibilities; these changes increase governance risk perceptions and should factor into investor confidence assessments .
RED FLAGS
- Lack of hedging prohibition for directors/officers
- Compensation Committee operates without a written charter; CEO participates in determinations
- Low disclosed meeting cadence and annual meeting attendance by independent directors
- Ongoing related‑party transactions with PTC (controlled by Chiang), albeit small
- Delisting and CFO resignation leading to role concentration in CEO