Richard M. Horowitz
About Richard M. Horowitz
Independent director of Trio‑Tech International since 1990; age 84 in the 2025 proxy; MBA from Pepperdine University; long-time operating executive as President of Management Brokers Insurance, Inc. since 1974; designated by the Board as the Audit Committee financial expert. The Board has affirmatively determined he is independent under NYSE American rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trio‑Tech International | Director | Since 1990 | Chairs Audit Committee; Chairs Nominating & Corporate Governance Committee; member, Compensation Committee |
| Management Brokers Insurance, Inc. | President | Since 1974 | Operating and administrative leadership experience leveraged on board |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Management Brokers Insurance, Inc. | President | Private | Since 1974 | No disclosed related‑party transactions with Trio‑Tech in FY2024–FY2025 |
| Other public company boards | — | — | — | None disclosed for Mr. Horowitz |
Board Governance
- Independence and expertise: Independent director; designated Audit Committee financial expert.
- Committee assignments:
- Audit Committee (Chair); 7 meetings in FY2025.
- Nominating & Corporate Governance Committee (Chair); 1 meeting in FY2025.
- Compensation Committee (Member; Chair is Jason T. Adelman); 4 meetings in FY2025.
- Attendance and engagement: Board held 16 meetings in FY2025; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the Dec 10, 2024 Annual Meeting.
- Board leadership context: CEO serves as Chair; Company cites independent oversight via committee structure and executive sessions.
Fixed Compensation
Director cash fees and total compensation (non‑employee director):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Quarterly cash fee | $12,000 per quarter | $12,000 per quarter |
| Fees earned (cash) | $45,000 | $48,000 |
| Total director compensation | $122,000 | $119,400 |
Notes: S.W. Yong does not receive separate director cash fees as an employee director.
Performance Compensation
Annual director equity grants (options) and terms:
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Jan 16, 2024 | Stock Options | 35,000 | $5.01 | Vests immediately | Jan 16, 2029 (5‑year term) | $77,000 (FY2024 director comp) |
| Mar 26, 2025 | Stock Options | 35,000 | $6.22 | Vests immediately | Mar 26, 2030 (5‑year term) | $71,400 (FY2025 director comp) |
Performance metrics in director compensation:
| Category | Disclosure |
|---|---|
| Performance metrics tied to director equity | None disclosed; director options vest immediately; no performance conditions reported. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Mr. Horowitz. |
Expertise & Qualifications
- MBA (Pepperdine); over five decades of administrative/management experience as President of Management Brokers Insurance, Inc.
- Board‑designated financial expert for Audit Committee (SEC/PCAOB criteria).
- Deep historical knowledge of Trio‑Tech from long tenure.
Equity Ownership
Beneficial ownership and option holdings:
| Metric | As of Sep 30, 2024 | As of Sep 30, 2025 |
|---|---|---|
| Beneficially owned shares | 490,364 | 525,364 |
| Percent of class | 11.2% (out of 4,250,305 shares) | 12.2% (out of 4,312,805 shares) |
| Options exercisable/within 60 days (included above) | 115,000 | 130,000 |
| Director option awards outstanding (as of fiscal year‑end) | 115,000 (FY2024) | 130,000 (FY2025) |
| Hedging/Pledging disclosure | Hedging prohibited by policy; no pledging disclosure for directors. |
Shareholder Voting Signal (2024 Annual Meeting)
Director election vote outcomes (Dec 10, 2024):
| Nominee | For | Withheld |
|---|---|---|
| S. W. Yong | 3,963,593 | 577,243 |
| Richard M. Horowitz | 1,979,677 | 838,970 |
| Victor H. M. Ting | 3,552,742 | 542,533 |
| Jason T. Adelman | 1,834,032 | 308,814 |
Note: Trio‑Tech uses plurality voting with cumulative voting available under California law.
Related‑Party Transactions and Conflicts
- Related‑party transactions: None required to be disclosed for FY2024 or FY2025.
- SEC administrative proceeding: Mr. Horowitz was the subject of an SEC administrative proceeding related to annuity product sales by Management Brokers Insurance, Inc. (2007); settled March 2014 with no admission; Board states it does not impinge his ability/integrity as a director.
Compensation Committee Analysis
- Composition: Jason T. Adelman (Chair), Richard M. Horowitz (Member).
- Consultant: No third‑party compensation consultant retained in FY2024 or FY2025.
- Directors’ fees benchmarking: Committee reviewed comparable companies; fees considered substantially less than peers; fees may increase based on profitability.
Governance Assessment
-
Positives
- Independent director; Audit Committee financial expert; chairs two key committees (Audit; Nominating & Corporate Governance), supporting board oversight.
- Strong ownership alignment: 12.2% beneficial ownership as of Sept 30, 2025; increased from 11.2% prior year.
- Attendance: Met at least 75% threshold and attended prior Annual Meeting; committees actively met (Audit 7x; Comp 4x; Nominating 1x in FY2025).
-
Watch‑items / RED FLAGS
- Immediate‑vesting option grants to directors reduce performance contingency; 35,000 options granted in each of 2024 and 2025 vested at grant (5‑year terms).
- 2024 shareholder vote signal: materially lower “For” votes and higher withholds for Mr. Horowitz versus some peers, indicating pockets of investor dissent.
- Historical SEC administrative matter (2014 settlement) unrelated to Company but nonetheless a governance consideration; Board asserts no impact to integrity.
-
Context
- No related‑party transactions disclosed in FY2024–FY2025; hedging prohibited by policy; no disclosure on pledging or director ownership guidelines.