Teresa Chung
About Teresa Chung
Chi-Lin (Teresa) Chung, age 71, has served as an independent director of Taitron Components since December 31, 2019; her background includes seven years as a purchasing manager for a company exporting electronics, plastic parts, and finished products to the U.S. and Europe . The board highlights her international business leadership experience, knowledge of company strategies, and contribution to board diversity . She is affirmed independent under NASDAQ and SEC rules and currently serves on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exporter of electronics/plastics/finished goods | Purchasing Manager | 7 years | International sourcing and logistics exposure (disclosed at high level) |
External Roles
- No other public company directorships or external board roles are disclosed for Ms. Chung in the proxy .
Board Governance
- Committee Assignments: Audit Committee member; Compensation Committee member. Not a chair; Audit Chair is Dubravka Pineda and Compensation Chair is Richard Chiang .
- Independence: Board determined Ms. Chung (and all members of Audit and Compensation Committees) are independent under NASDAQ and SEC standards, including Rule 10A-3 .
- Attendance and Engagement: The Board held one meeting in FY2024; Audit Committee held one meeting; Compensation Committee held one meeting . Only CEO Stewart Wang attended the 2024 Annual Meeting of Shareholders (non-attendance by other directors is a potential engagement concern) .
- Nominating Process: No standing nominating committee; independent directors act in that capacity as needed .
- Board Leadership and Risk Oversight: Roles of Chairman and CEO are separated; the Board oversees risk at the full board and committee levels .
Fixed Compensation
| Director | Annual Cash Retainer ($) | Committee Fees ($) | Chair Fees ($) | Meeting Fees ($) | Total ($) |
|---|---|---|---|---|---|
| Teresa Chung | $3,000 | Not disclosed | Not disclosed | Not disclosed | $3,000 |
Notes:
- Non-employee directors receive $3,000 annually; no additional cash amounts are disclosed for committee membership or chair roles in 2024 .
Performance Compensation
| Item | Detail |
|---|---|
| Equity grant policy reference | Proxy footnote references “5,000 annual non-statutory options” of Class A common stock granted to non-employee directors at fair market value on date of grant (valuation under ASC 718). In 2024, the “Option Awards” column shows “$ -,” indicating no grant-date fair value recognized that year . |
| Outstanding options (year-end) | 15,000 options outstanding for Ms. Chung as of December 31, 2024 . |
| Options exercisable within 60 days | 16,666 options exercisable within 60 days included in beneficial ownership calculation for Ms. Chung . |
| Vesting Schedule | Options under the company’s plan vest in three equal annual installments beginning one year from the date of grant (plan-wide disclosure) . |
Performance metrics tied to director compensation:
- None disclosed for directors; the company’s “Pay vs Performance” discussion addresses executive pay and notes Net Income is not currently a performance measure for executive compensation .
Other Directorships & Interlocks
- No external public company boards for Ms. Chung are disclosed .
- Board-level interlock/related party in environment: The company purchased $4,000 (2024) and $5,000 (2023) from Princeton Technology Corporation, controlled by director Richard Chiang; a distributor agreement exists, with purchases considered normal course and arm’s length. The Audit Committee reviews related-person transactions per policy .
Expertise & Qualifications
- International business leadership experience; familiarity with company strategies; contributes to board diversity .
- Audit Committee includes an “audit committee financial expert” (Ms. Pineda), enhancing committee oversight; Ms. Chung is a member alongside Ms. Pineda and Mr. Chiang .
Equity Ownership
| Holder | Class A Shares | Options Exercisable in 60 Days | Ownership % (Class A) | Voting % (All Classes) |
|---|---|---|---|---|
| Teresa Chung | 0 | 16,666 | * (<1%) | * (<1%) |
Notes:
- The beneficial ownership table includes options exercisable within 60 days. An asterisk denotes less than 1% ownership; figures are as of March 31, 2025 .
- Aggregate options outstanding for Ms. Chung at year-end were 15,000 (as opposed to 16,666 exercisable in 60 days, reflecting differing measures/timing) .
Governance Assessment
Positive signals:
- Independence: Ms. Chung is affirmed independent and serves on both Audit and Compensation Committees, supporting oversight integrity .
- Separation of Chair/CEO roles: Current separation can enhance board oversight of management .
- Audit oversight structure: Presence of an “audit committee financial expert” on the committee where Ms. Chung serves strengthens financial governance .
Areas of concern / RED FLAGS:
- Annual Meeting engagement: Only the CEO attended the 2024 Annual Meeting; director non-attendance (including Ms. Chung) can be perceived as low shareholder engagement .
- Limited meeting cadence: Board and key committees held only one meeting in FY2024, potentially indicating constrained oversight bandwidth .
- No anti-hedging policy: The company has not adopted policies restricting hedging by directors and employees, which can weaken alignment with shareholders .
- Compensation Committee governance: The committee has no written charter, and the CEO attends and is involved in compensation decisions for other executives—these are governance weaknesses in pay oversight .
- Related-party environment: Ongoing transactions with an entity controlled by a sitting director (Princeton Technology Corporation) require diligent audit oversight to mitigate conflicts; Ms. Chung’s Audit Committee role heightens responsibility here .
Additional context:
- No standing nominating committee; director selection handled by independent directors as needed, which is acceptable for small boards but offers fewer formalized safeguards .
- Section 16(a) compliance: Company reports timely filings by officers/directors for FY2024, indicating baseline compliance .
Overall, Ms. Chung’s independence and committee roles support baseline board effectiveness, but investor confidence could be affected by non-attendance at the annual meeting, sparse meeting cadence, absence of a hedging policy, and compensation oversight practices that lack a formal charter and involve the CEO directly .
Sources:
Proxy Statement (DEF 14A), April 30, 2025: