Victor H. M. Ting
About Victor H. M. Ting
Victor H. M. Ting is an independent director of Trio‑Tech International as of the 2025 proxy, age 71, appointed to the Board on September 16, 2010, and formerly served as Corporate Vice‑President and Chief Financial Officer from November 1992 until his retirement on June 30, 2022; he holds a Bachelor of Accountancy and an MBA . He joined Trio‑Tech in 1980 and advanced through finance and operating roles in Singapore before becoming CFO, giving him deep company and industry knowledge .
Past Roles
| Organization | Role | Tenure | Dates | Notes |
|---|---|---|---|---|
| Trio‑Tech International | Director | ~15 years | Sep 16, 2010 – present | Appointed to Board on 9/16/2010 |
| Trio‑Tech International | Corporate Vice‑President & Chief Financial Officer | ~29.6 years | Nov 1992 – Jun 30, 2022 | Retired 6/30/2022 |
| Trio‑Tech Singapore subsidiary | General Manager | Not disclosed | Post‑1989 | Promoted after Finance & Sales & Marketing role |
| Trio‑Tech Singapore subsidiary | Director of Finance and Sales & Marketing | Not disclosed | Dec 1989 – post‑1989 | Finance + commercial leadership |
| Trio‑Tech Singapore subsidiary | Business Manager | Not disclosed | 1985 – Dec 1989 | Broadened operational scope |
| Trio‑Tech Singapore subsidiary | Financial Controller | Not disclosed | 1980 – 1985 | Initial finance leadership |
External Roles
No other public company directorships or external board roles were disclosed for Mr. Ting in the 2024 or 2025 proxies .
Board Governance
| Attribute | FY 2024 | FY 2025 |
|---|---|---|
| Independence status | Not independent (Board notes nominees are all independent “with the exception of Messrs. Yong and Ting”) | Independent (Board notes nominees are all independent “with the exception of Messrs. Yong”) |
| Committee memberships | Not listed on Audit, Compensation, or Nominating & Corporate Governance (committees comprised of Horowitz and Adelman) | Not listed on Audit, Compensation, or Nominating & Corporate Governance (committees comprised of Horowitz and Adelman) |
| Committee chair roles | None disclosed | None disclosed |
| Board meetings held | 18 | 16 |
| Attendance | All directors attended ≥75% of Board and applicable committee meetings; all directors attended the Dec 11, 2023 annual meeting | All directors attended ≥75% of Board and applicable committee meetings; all directors attended the Dec 10, 2024 annual meeting |
| Lead Independent Director | Not disclosed | Not disclosed |
| Executive sessions | Not disclosed | Not disclosed |
| Anti‑hedging policy | Company prohibits hedging and short sales for directors/officers/employees | Company prohibits hedging and short sales for directors/officers/employees |
| Related‑party transactions | None requiring disclosure in FY 2024 | None requiring disclosure in FY 2025 |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual retainer (cash) | $36,000 (paid $9,000 per quarter) | $36,000 (paid $9,000 per quarter) |
| Committee membership/chair fees | Not separately disclosed; quarterly fees for other non‑employee directors noted include committee service; Ting’s lower quarterly fee vs peers implies no committee roles | Not separately disclosed; Ting’s quarterly fee remains below committee‑serving peers |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation
| Grant | Grant Date | Shares | Exercise Price | Vesting | Expiration | Option Awards FV (FY) |
|---|---|---|---|---|---|---|
| 2017 Directors Plan | Jan 16, 2024 | 30,000 | $5.01 | Vested immediately upon grant | 5 years from grant | $66,000 (FY 2024) |
| 2017 Directors Plan | Mar 26, 2025 | 30,000 | $6.22 | Vested immediately upon grant | 5 years from grant | $61,200 (FY 2025) |
Notes:
- Options for directors were granted at 100% of fair market value on grant date and vest immediately; non‑employee directors do not receive pensions .
- As of June 30, 2025, Mr. Ting had 91,000 shares underlying outstanding option awards; as of June 30, 2024, 61,000 .
Other Directorships & Interlocks
- No disclosed current public company boards or committee roles outside Trio‑Tech for Mr. Ting .
- No disclosed interlocks with competitors/suppliers/customers via external board service .
Expertise & Qualifications
- Education: Bachelor of Accountancy; Master’s Degree in Business Administration .
- Technical and functional expertise: Finance, accounting, and management; deep company operations knowledge from long CFO tenure and Singapore subsidiary leadership .
- Board qualifications: Finance/accounting expertise noted by Board in nominating rationale .
Equity Ownership
| Reference Date | Shares Beneficially Owned | % of Class | Options Exercisable/Exercisable Within 60 Days |
|---|---|---|---|
| Sep 30, 2024 | 161,657 | 3.7% (based on 4,250,305 shares outstanding) | 61,000 (exercise prices $4.51–$7.76) |
| Sep 30, 2025 | 191,657 | 4.4% (based on 4,312,805 shares outstanding) | 91,000 (exercise prices $4.51–$7.76) |
Policy signals:
- Anti‑hedging policy in place for directors; no pledging disclosures identified for Mr. Ting in proxies reviewed .
Governance Assessment
- Independence transition: Not independent in FY 2024 (former CFO within prior three years); independent in FY 2025 (only CEO classified non‑independent) . This transition reduces conflict risk and improves Board independence optics.
- Committee engagement: Mr. Ting is not listed on Audit, Compensation, or Nominating & Corporate Governance committees, implying limited formal oversight roles despite finance background . Consideration: adding him as an audit committee member could strengthen financial oversight.
- Attendance: Board met 18 times (FY 2024) and 16 times (FY 2025); all directors attended ≥75% and annual meetings, indicating acceptable engagement .
- Compensation alignment: Director pay is modest in cash ($36k) with meaningful option grants that vested immediately, reinforcing equity alignment; total FY 2025 director compensation for Mr. Ting was $97,200 vs $102,000 in FY 2024 . Immediate vesting supports alignment but does not provide retention-based performance conditioning .
- Ownership “skin in the game”: Beneficial ownership increased to 4.4% by Sep 30, 2025, a strong alignment signal for a director at a micro‑cap company .
- Conflicts and related‑party exposure: Proxies report no related‑party transactions in FY 2024 or FY 2025; anti‑hedging policy reduces misalignment risk .
- Say‑on‑pay & frequency context: The Board recommends triennial say‑on‑pay in 2025; history notes 2019 shareholder preference for annual, but Board proceeded with triennial cadence until next frequency vote (now proposed again in 2025) . Monitoring shareholder response may inform governance sentiment.
RED FLAGS
- Former executive role impacted independence in 2024; independence only established in 2025—investors may scrutinize historical oversight objectivity .
- No committee memberships despite deep finance background—potential underutilization of expertise in formal risk/compensation oversight .
Positive Signals
- High beneficial ownership (4.4%) and ongoing equity awards indicate strong alignment with shareholder value creation .
- Consistent attendance metrics and lack of related‑party transactions support governance quality .