S. W. Yong
About S. W. Yong
S. W. Yong (also referred to as Yong Siew Wai), age 72, is Chairman and Chief Executive Officer of Trio‑Tech International; he has served as Director, CEO and President since 1990 and was elected Chairman in September 2023. He joined Trio‑Tech International Pte. Ltd. in Singapore in 1976 and was appointed Managing Director in 1980; he holds an MBA, a Graduate Diploma in Marketing Management, and a Diploma in Industrial Management . Company TSR for a hypothetical $100 investment measured in proxy “Pay vs Performance” was $104 in FY2025 vs $116 in FY2024 and $92 in FY2023; net income was $(41,000) in FY2025, $1,050,000 in FY2024, and $1,544,000 in FY2023, reflecting industry cyclicality and FX impacts; 2024 revenue declined 2% YoY while FY2025 saw strong IE momentum (IE revenue +70% YoY) offsetting SBS weakness .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trio‑Tech International Pte. Ltd. (Singapore) | Managing Director | Appointed Aug 1980 | Led Singapore operations, foundation for Southeast Asia testing expansion |
| Trio‑Tech International (Parent) | Director, CEO, President | Since 1990 | Multi-decade leadership; deep customer/supplier relationships and market knowledge |
| Trio‑Tech International (Parent) | Chairman of the Board | Since Sep 2023 | Combined Chair/CEO role to streamline strategic execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trio‑Tech Malaysia (55% owned subsidiary) | Director | Ongoing | Subsidiary governance; receives director fees as part of “All Other Compensation” |
| Trio‑Tech Kuala Lumpur (55% owned subsidiary) | Director | Historical service | Subsidiary governance; receives director fees (FY2024 disclosure) |
No public company directorships outside Trio‑Tech are disclosed for S. W. Yong .
Board Service & Governance
- Board committees are composed of independent directors: Audit (Horowitz chair; Horowitz “financial expert”), Compensation (Adelman chair), and Nominating & Corporate Governance (Horowitz chair). Yong does not receive separate board fees as an employee director .
- Combined Chair/CEO structure maintained; Board cites deep company knowledge and independent oversight through executive sessions and committee structure to mitigate concentration risk .
- Board met 16 times in FY2025; all directors attended at least 75% of meetings; the Annual Meeting attendance was full .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $272,109 | $276,128 | $279,952 |
| Bonus (paid for prior-year performance) | $175,185 | $137,946 | $108,967 |
| All Other Compensation | $24,393 (CPF, car, subsidiary director fees) | $22,834 (CPF, car, subsidiary director fees) | $25,114 (CPF, car, subsidiary director fees) |
| Total Compensation | $542,787 | $535,708 | $520,033 |
Notes:
- FY2025 base salary rose 1.38% vs FY2024; Singapore CPF contributions apply to Singapore-based executives .
- Target bonus percentage is not disclosed; bonuses are approved annually by the Compensation Committee under a plan intended to satisfy Section 162(m) .
Performance Compensation
Annual Cash Incentive (Payouts)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| CEO Bonus Paid (USD) | $175,185 | $137,946 | $108,967 |
Compensation program comprises base salary, potential annual cash incentives primarily tied to company/segment financial performance, and long-term stock options; specific incentive metrics/weightings are not enumerated in proxies .
CEO Option Grants and Vesting
| Grant Date | Plan | Shares Granted | Exercise Price | Term | Vesting Schedule | Grant-date Fair Value |
|---|---|---|---|---|---|---|
| Mar 26, 2025 | 2017 Employee Plan | 40,000 | $6.22 | 5 years | 25% at grant; remaining in equal annual installments over next 3 anniversaries | $106,000 |
| Jan 16, 2024 | 2017 Employee Plan | 40,000 | $5.01 | 5 years | 25% at grant; remaining in equal annual installments over next 3 anniversaries | $98,800 |
| Mar 22, 2023 | 2017 Employee Plan | 30,000 | $4.51 | 5 years | 25% at grant; remaining in equal annual installments over next 3 anniversaries | $71,100 |
CEO Outstanding Equity Awards (as of June 30, 2025)
| Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|
| 40,000 | — | $5.27 | Feb 18, 2026 |
| 25,000 | — | $7.76 | Mar 23, 2027 |
| 22,500 | 7,500 | $4.51 | Mar 20, 2028 |
| 20,000 | 20,000 | $5.01 | Jan 15, 2029 |
| 10,000 | 30,000 | $6.22 | Mar 25, 2030 |
Implications for vest-driven supply: 30,000 shares vesting in equal installments on Mar 26, 2026–2028; 20,000 vesting Jan 15, 2025–2027; and remaining 7,500 by Mar 21, 2026, which can create periodic selling pressure around vest dates absent 10b5‑1 arrangements .
Pay vs Performance (Disclosure Table Extract)
| Year | CEO “Summary Compensation” Total | CEO Compensation “Actually Paid” | Value of Initial $100 Investment (TSR) | Net Income (USD) |
|---|---|---|---|---|
| FY2023 | $542,787 | $558,124 | $92 | $1,544,000 |
| FY2024 | $535,708 | $609,083 | $116 | $1,050,000 |
| FY2025 | $520,033 | $456,883 | $104 | $(41,000) |
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Options Exercisable (within 60 days) |
|---|---|---|---|
| Sep 30, 2023 | 640,068 | 15.2% | 110,000 |
| Sep 30, 2024 | 673,818 | 15.5% | 83,750 |
| Sep 30, 2025 | 707,568 | 16.4% | 117,500 |
- Hedging policy: Short sales and hedging transactions are prohibited for directors and officers; no pledging disclosures are presented in the proxies .
- Equity plans availability (as of June 30, 2025): 2017 Employee Plan 108,050 shares remaining; 2017 Directors Plan 260,000 shares remaining; weighted average exercise prices $5.55 and $5.80 respectively .
Employment Terms
- Role and tenure: CEO/President since 1990; Chairman since September 2023 .
- Retirement and deferred comp: Company does not provide retirement benefits or nonqualified deferred compensation plans to executive officers .
- Severance, change‑in‑control, non‑compete, clawback: No specific employment agreement terms or CIC/severance multiples are disclosed in the proxies; compensation committee did not use external consultants in FY2025 .
Compensation Structure Analysis
- Mix shifts: CEO base salary increased modestly (+1.38%) in FY2025 while bonus decreased (FY2023 → FY2025: $175k → $109k) and option grant fair value rose (FY2024 $98.8k → FY2025 $106k), indicating increased reliance on equity for long‑term alignment amid near‑term earnings pressure .
- Options remain primary long‑term incentive; grants at 100% FMV, 25% immediate vesting then annual over three years, aligning realized value with stock performance and creating periodic vest‑related supply risk .
- Pay‑versus‑performance: FY2025 “compensation actually paid” declined 25% YoY, broadly consistent with TSR decline and lower bonus/fair value changes, indicating some sensitivity to performance despite lack of explicit disclosed metric weightings .
Say‑on‑Pay & Shareholder Feedback
- Frequency: Board recommends Say‑on‑Pay frequency of three years; next advisory vote conducted at 2025 Annual Meeting per proxy history .
- Results: FY2025 proxy sets Say‑on‑Pay proposal; vote outcomes not provided in the document; Compensation Committee reviews results when crafting future policies .
Risk Indicators & Red Flags
- Combined Chair/CEO role may reduce board independence; Board asserts mitigation via independent committees and executive sessions .
- Related‑party transactions: None requiring disclosure in FY2025 .
- Insider trading controls: Insider Trading Policy in place; Section 16(a) reports deemed timely; no pledging disclosures, hedging prohibited .
- Equity overhang: 819,250 options outstanding across plans, with 368,050 shares available for future issuance; monitor dilution and award practices .
Investment Implications
- Alignment: Yong’s 16.4% ownership provides strong “skin‑in‑the‑game” alignment, with option grants at FMV and staggered vesting supporting long‑term focus; hedging prohibited and no pledging disclosed, reducing misalignment risks .
- Supply risk: Significant unvested tranches (e.g., 30,000 from 3/26/25 grant; 20,000 from 1/16/24 grant) vest over 2026–2028 and 2025–2027 respectively, creating periodic windows of potential selling pressure if options are exercised and shares sold for tax/liquidity needs .
- Governance: Combined Chair/CEO warrants continued monitoring; independent Audit/Compensation/Nominating committees and regular sessions partially mitigate; absence of disclosed severance/CIC economics limits downside protection costs for shareholders but reduces clarity on retention risk in strategic events .
- Performance sensitivity: FY2025 pay down and TSR decline indicate some performance linkage despite lack of explicit disclosed metrics/weightings; segment realignment with strong IE growth (+70% YoY) and SBS stabilization efforts suggest execution focus amid cyclical headwinds .