Jason T. Adelman

About Jason T. Adelman

Independent director at Trio‑Tech International (TRT) since April 1997. Age 56. Founder & CEO of Burnham Hill Capital Group, LLC; Managing Member of Cipher Capital Partners LLC; previously Managing Director, Investment Banking at H.C. Wainwright & Co. Education: B.A. in Economics, University of Pennsylvania (cum laude); J.D., Cornell Law School (Editor, Cornell International Law Journal). Core credentials highlighted by the Board: finance, accounting, banking, and management experience.

Past Roles

External Roles

Board Governance

• Independence and roles: Adelman is one of TRT’s independent directors. He chairs the Compensation Committee and serves on the Audit Committee and the Nominating & Corporate Governance Committee, each of which is comprised solely of independent directors under NYSE American rules and Exchange Act Rule 10A‑3 (Audit) and described as independent by the company.
• Committee chair and membership:
  • Compensation Committee: Chair; met 4 times in Fiscal 2025. No third‑party compensation consultant retained in Fiscal 2025. Charter available on the company website.
  • Audit Committee: Member; held 7 meetings in Fiscal 2025; Audit Committee has at least one “financial expert” (Richard M. Horowitz); both members independent. Charter available on website.
  • Nominating & Corporate Governance Committee: Member; two independent directors (Horowitz, Adelman); met once in Fiscal 2025; oversees board composition, nominations, related‑party review, and ESG oversight. Charter available on website.
• Attendance and engagement: Board held 16 meetings in Fiscal 2025; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the Dec 10, 2024 annual meeting.
• Board leadership: Chair/CEO roles combined (S.W. Yong). Board cites regular executive sessions and other practices for independent oversight.

Fixed Compensation

Annual cash compensation for non‑employee directors (fees are paid quarterly and include committee service; no separate pension/retirement plan for directors):

Notes:

• S.W. Yong (employee director) does not receive separate Board cash fees.
• Victor H.M. Ting received $9,000 per quarter as a non‑employee director in FY24 and FY25 (context for fee structure).

Performance Compensation

Equity compensation is delivered via stock options under the Amended and Restated 2017 Directors Equity Incentive Plan; director options vest immediately at grant and have a five‑year term (no performance‑metric vesting).

Additional plan context:

• Exercise price set at 100% of fair market value on grant date.
• Shares available (as of June 30): 2017 Directors Plan had 360,000 remaining (FY24) and 260,000 (FY25).

Compensation mix and year‑over‑year signal:

• FY24 vs FY25: Cash fees increased to $48,000 from $45,000, while the ASC 718 option fair value decreased to $71,400 from $77,000; total compensation moved slightly down to $119,400 from $122,000, maintaining a significant at‑risk equity component via immediately‑vested options.

Other Directorships & Interlocks

• Related‑party transactions: “There were no related party transactions during Fiscal 2025 for which disclosure would be required under SEC rules.”

Expertise & Qualifications

• Finance, accounting, banking, and management expertise; brings CEO and investment management perspectives (Burnham Hill, Cipher Capital) and prior investment banking experience (H.C. Wainwright).
• Education: B.A., University of Pennsylvania (cum laude); J.D., Cornell Law School (Editor, Cornell International Law Journal).

Equity Ownership

• Options outstanding (as of June 30, 2025): 130,000 shares underlying option awards for Adelman.
• Hedging policy: Company prohibits short sales and any hedging transactions of Company equity by directors, officers, and employees.
• Pledging/ownership guidelines: No pledging or director stock ownership guideline disclosures were identified in the 2025 proxy.

Governance Assessment

• Strengths for investor confidence

  • Independence and committee leadership: Adelman chairs the Compensation Committee and serves on Audit and Nominating & Governance, all comprised of independent directors; Audit Committee independence affirmed under NYSE American and Rule 10A‑3. This supports effective oversight of financial reporting and executive pay.
  • Engagement: The Board met 16 times in FY25; all directors achieved at least 75% attendance, and directors attended the 2024 annual meeting, indicating active engagement.
  • Conflicts: No related‑party transactions requiring disclosure in FY25; anti‑hedging policy in place for insiders.

• Watch items and neutral considerations

  • Equity award design: Director options vest immediately and are time‑based, not performance‑based; while equity creates alignment, immediate vesting offers limited retention or performance linkage.
  • Board leadership: Combined Chair/CEO structure persists; company notes regular executive sessions and other oversight practices to mitigate. This is a broader board‑level governance factor rather than Adelman‑specific.

• Compensation structure signals

  • Cash fee levels modest and reviewed vs peers; total director pay modest and partially variable via options. No use of external compensation consultant in FY25.

• Committee process

  • Compensation Committee met four times in FY25 and oversees pay decisions; Audit Committee met seven times and affirmed auditor independence and quality oversight; Nominating & Governance met once overseeing board composition and ESG topics.

• Risk indicators

  • No disclosures of pledging, hedging by insiders is prohibited, no related‑party transactions in FY25, and no disclosed SEC/legal proceedings involving Adelman in the proxy.