Hwee Poh Lim
Senior Corporate Vice President and Chief Operating Officer (Testing Group) at TRIO-TECH INTERNATIONAL
Executive
About Hwee Poh Lim
Hwee Poh Lim, age 66, is Senior Corporate Vice President and Chief Operating Officer (Testing Group) at Trio‑Tech International (TRT). He joined the company in 1982 and progressed through quality assurance, operations, business management, Malaysian general management, and regional test operations leadership, culminating in his appointment as Corporate VP‑Testing in 1998 and promotion to Senior Corporate VP & COO (Testing Group) in January 2023 . He holds diplomas in Electronics & Communications and Industrial Management, and a Master’s Degree in Business Administration . Company performance context: management disclosed that from FY2024 to FY2025, compensation actually paid to Other NEOs (including Lim) decreased by $42,284 (18%) while Total Shareholder Return decreased by 10%; net income declined 104% or $1.09 million in FY2025 versus FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trio‑Tech International | Quality Assurance Manager | 1985 | Established QA leadership for testing operations . |
| Trio‑Tech International | Operations Manager | 1988 | Oversaw operational execution and throughput . |
| Trio‑Tech International | Business Manager (Malaysia ops: Penang & Kuala Lumpur) | 1990 | Responsible for Malaysian operations expansion . |
| Trio‑Tech Malaysia subsidiary | General Manager | 1991 | Led subsidiary operations and growth . |
| Trio‑Tech International (SE Asia) | Head of Southeast Asia test facilities | Feb 1993 | Consolidated regional test operations under unified leadership . |
| Trio‑Tech International | Corporate Vice‑President‑Testing | Jul 1998 | Company‑wide leadership of testing business . |
| Trio‑Tech International | Senior Corporate VP & COO (Testing Group) | Jan 2023 | Executive leadership of global testing group . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trio‑Tech Malaysia (subsidiary) | Director | Not disclosed | Board oversight of Malaysian subsidiary; receives director fees . |
| Trio‑Tech Kuala Lumpur (subsidiary) | Director | Not disclosed | Board oversight of Kuala Lumpur subsidiary; receives director fees . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 123,144 | 131,090 |
| Cash Bonus Paid ($) | 45,557 | 39,466 |
| Option Awards Fair Value ($) | 54,675 | 28,500 |
| All Other Compensation ($) | 18,970 | 20,372 |
| Total Compensation ($) | 242,346 | 219,428 |
| Base Salary YoY Increase (%) | — | 6.45% |
All Other Compensation – Detailed Breakdown:
| Component | FY 2024 ($) | FY 2025 ($) |
|---|---|---|
| Singapore Central Provident Fund Contributions | 8,622 | 7,152 |
| Car Benefits | 8,161 | 10,896 |
| Director Fees (subsidiaries) | 2,187 | 2,324 |
Notes:
- Singapore officers receive compulsory provident fund contributions as a percentage of salary/bonus under Singapore law; Lim’s contribution rate was 7.0% in FY2024 and 5.5% in FY2025 .
- The company does not provide retirement payments or nonqualified deferred compensation plans for executive officers .
Performance Compensation
Annual Cash Incentive (Bonus):
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Company financial performance (corporate/unit financials) | Not disclosed | Not disclosed | Not disclosed | 39,466 (paid in FY2025 for prior year achievements) | Cash; paid annually |
Equity Awards (Stock Options) – Grants and Vesting:
| Grant Date | Shares Granted | Term | Vesting Schedule | Notes |
|---|---|---|---|---|
| Jul 5, 2023 | 10,000 | 5 years | 25% on grant; remaining 75% in equal installments on next three anniversaries (Jul 5, 2024/2025/2026) | Options granted at 100% FMV; long‑term incentive alignment . |
| Jan 16, 2024 | 12,500 | 5 years | 25% on grant; remaining 75% in equal installments on next three anniversaries (Jan 16, 2025/2026/2027) | Options granted at 100% FMV; long‑term incentive alignment . |
| Jul 8, 2024 | 10,000 | 5 years | 25% on grant; remaining 75% in equal installments on next three anniversaries (Jul 8, 2025/2026/2027) | Options granted at 100% FMV; long‑term incentive alignment . |
Outstanding Equity Awards at FY2025 Year‑End (June 30, 2025):
| Exercise Price ($) | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| 7.76 | Mar 23, 2027 | 1,500 | — |
| 5.18 | Jul 17, 2027 | 3,000 | 1,000 |
| 4.88 | Jul 4, 2028 | 5,000 | 5,000 |
| 5.01 | Jan 15, 2029 | 6,250 | 6,250 |
| 6.17 | Jul 7, 2029 | 2,500 | 7,500 |
Option Grant Mechanics:
- Options are granted at 100% of fair market value on the date of grant; awards are used as long‑term incentives to align executives with shareholders and are generally granted in open trading windows under the insider trading policy .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 112,483 |
| Ownership (% of shares outstanding) | 2.6% (based on 4,312,805 shares outstanding) |
| Options exercisable or becoming exercisable within 60 days (as of Sep 30, 2025) | 26,750 |
| Shares Pledged as Collateral | Not disclosed; no specific pledging disclosure found . |
| Hedging Policy | Hedging and short sales prohibited for directors, officers, employees, and designees . |
| Stock Ownership Guidelines | Not disclosed . |
Governance/Alignment Policies:
- Insider Trading Policy in place governing transactions by directors, officers, employees, consultants, and contractors; policy available on company website .
- Company‑wide clawback policy (Exhibit 97.1) complying with SEC/NYSE standards; covers cash incentives and equity (options, RSUs, performance shares/units) based on financial reporting measures; three fiscal‑year lookback upon accounting restatement; administered by Board/Comp Committee .
Employment Terms
- Employment agreements, severance provisions, change‑of‑control terms, and non‑compete/non‑solicit details are not disclosed in the 2025 proxy/10‑K materials reviewed .
- Clawback policy described above applies to current/former executive officers (Covered Executives) and certain senior executives designated by the Board .
Investment Implications
- Pay‑for‑performance alignment is primarily via annual bonuses tied to corporate/unit financial results and meaningful option grants with 5‑year terms and multi‑year vesting, which link realized pay to stock appreciation and sustained performance .
- Ownership is substantial for a non‑PEO executive: 112,483 shares (2.6% of outstanding), plus 26,750 options exercisable or becoming exercisable within 60 days, signaling strong skin‑in‑the‑game and alignment with shareholders .
- Upcoming vesting/expiration milestones (e.g., Jan 15, 2029 and Jul 7, 2029 expirations; annual vesting tranches on Jul 8, 2025/2026/2027 and Jan 16, 2026/2027) may create episodic selling pressure; monitor trading windows and vest dates for potential supply dynamics .
- Governance safeguards (hedging prohibition and a robust clawback) reduce misalignment/behavioral risk, but absence of disclosed severance/CoC terms limits visibility into retention economics; compensation actually paid fell alongside TSR and net income declines in FY2025, indicating incentive sensitivity to performance .