Chay Weei Jye
TITAN PHARMACEUTICALSAbout Chay Weei Jye
Chay Weei Jye is Chief Executive Officer of Titan Pharmaceuticals (TTNP), appointed December 2, 2024, age 52, with a Bachelor of Computer Science from Universiti Putra Malaysia . His prior roles include CTO at Zchwantech (Oct 2021–present), Enterprise Domain Architect at Affin Bank Berhad (Mar–Sep 2021), Solutions Director at Sigma Info Analytics Data Sdn Bhd (Nov 2019–Mar 2021), Deputy GM/Technical Architect at UEM Group (Apr 2018–May 2019), and 11 years at Malaysian Airlines as Senior Manager (Solutions Architect) . TTNP’s recent performance context includes cumulative TSR value of an initial $100 investment declining to $15.98 in 2024 and a net loss of $4.706 million for 2024 . In April 2025 TTNP completed a $1.0 million private placement of Series B preferred stock, after which the company believed it had at least $2.5 million stockholders’ equity (supporting Nasdaq equity compliance) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Zchwantech | Chief Technology Officer | Oct 2021–present | Led integration of IT products/services; enterprise technology strategy |
| Affin Bank Berhad | Enterprise Domain Architect | Mar–Sep 2021 | IT lead across RFPs for HCM, balance sheet mgmt, compliance, ERP |
| Sigma Info Analytics Data Sdn Bhd | Solutions Director | Nov 2019–Mar 2021 | Oversaw advisory, enterprise architecture, technology solutions |
| UEM Group Berhad | Deputy GM & Technical Architect | Apr 2018–May 2019 | Technical architecture for infrastructure arm of Khazanah |
| Malaysian Airlines | Senior Manager (Solutions Architect) | ~11 years | Led solutions architecture in airline operations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BSKE (Black Titan) post-merger | Planned Chairman & CEO (if merger closes) | Post-merger (pending) | Governance leadership; dual-role implications highlighted in TTNP risk factors |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base salary ($) | $0 | $0 | $60,000 (employment agreement dated Mar 20, 2025) |
| Target bonus (%) | — | — | 50% of base salary |
| Actual bonus ($) | $0 | $0 | Not disclosed |
| Stock awards ($) | $0 | $0 | Not disclosed |
Notes: 2024 Summary Compensation Table reports no compensation for Chay in his partial year of service; 2025 terms set by Employment Agreement .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus | Not specifically disclosed | — | 50% of base salary (eligibility) | Not disclosed | Not disclosed | Not disclosed |
Company-wide policies relevant to incentives: clawback policy adopted Nov 2023 applies to current/former officers, recouping incentive comp for three years in event of required restatement; recovery on a “no fault” basis .
Equity Ownership & Alignment
| Metric | As of Mar 12, 2025 | As of Apr 21, 2025 |
|---|---|---|
| Shares beneficially owned (#) | 0 | 0 |
| Ownership (% of outstanding) | 0% | 0% |
| Options exercisable within 60 days (#) | None disclosed | None disclosed |
| Insider trading/pledging policy | Hedging, short selling, margin purchases, and pledging are prohibited | |
| Clawback coverage | Yes; recoup incentive comp for 3 fiscal years pre-restatement |
Context: TTNP had 914,234 shares outstanding at Mar 12, 2025; largest holders included Choong Choon Hau and The Sire Group/Jeffrey Chung .
Employment Terms
- Appointment: CEO effective December 2, 2024 .
- Employment Agreement (Mar 20, 2025): Base salary $60,000 per year; eligible annual bonus with 50% target; participation in equity incentive plan (additional terms not disclosed in 10-K narrative; agreement referenced as Exhibit 10.20) .
- Non-compete/severance/change-of-control: Not disclosed for Chay in available filings; TTNP’s 2015 Plan allows for potential acceleration provisions on change in control at committee discretion but is plan-level, not Chay-specific .
Board Governance
- Current TTNP board leadership: CEO is Chay; TTNP does not currently have a Chairman of the Board (board believes this structure is appropriate given company size) .
- Director independence: Independent directors include Avraham Ben‑Tzvi, Francisco Osvaldo Flores García, Gabriel Loh, and Firdauz Edmin Bin Mokhtar .
- Committees and composition (latest proxy):
- Audit: Firdauz Edmin Bin Mokhtar (chair), Francisco Osvaldo Flores García, Gabriel Loh; audit met 7x in 2024 and 4x in 2023 .
- Compensation: Francisco Osvaldo Flores García (chair), Firdauz Edmin Bin Mokhtar; met 0x in 2024 and 3x in 2023 .
- Nominating & Governance: Francisco Osvaldo Flores García (chair), Avraham Ben‑Tzvi; met 1x in 2024 and 2x in 2023 .
- Board activity: Board met 25 times in 2024 and 53 times in 2023 .
- Dual-role implications: TTNP currently has no Chairman, limiting dual-role concerns at TTNP; risk factors state that post-merger Chay would serve as Chairman & CEO of BSKE, raising potential independence/oversight considerations .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Date |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 272,994 | 22,536 | 14,530 | Jun 16, 2025 |
| Say‑on‑frequency (board recommended two years) | 1‑yr: 50,520; 2‑yrs: 255,240; 3‑yrs: 2,840; Abstain: 1,460 | — | — | Jun 16, 2025 |
Performance & Track Record
- Financing and listing compliance: TTNP closed a $1.0 million Series B preferred private placement (conversion price $3.00), and believed it cured Nasdaq stockholders’ equity deficiency post‑closing; formal monitoring continues . TTNP also received a January 3, 2025 Nasdaq notice for failing to hold a 2024 annual meeting, later cured by holding its 2025 annual meeting on June 16, 2025 .
- Financial profile: 2024 revenue was $0; operating expenses fell year‑on‑year; net loss was ~$4.7 million; cash at year‑end was ~$2.8 million, with going‑concern emphasis from auditor .
- Governance controls: TTNP adopted a clawback policy (Nov 2023) and prohibits hedging/pledging under its insider trading policy .
Investment Implications
- Alignment: Chay had no disclosed ownership or options as of March/April 2025, which limits direct equity alignment; however, TTNP’s clawback policy and prohibition on pledging/hedging improve incentive quality and reduce risk of misaligned behaviors .
- Pay design: 2025 CEO terms are lean ($60,000 base; 50% target bonus), signaling cost discipline; lack of disclosed bonus metrics reduces transparency around pay‑for‑performance until future filings .
- Governance: Current TTNP structure has no Chairman, but post‑merger plans for Chay to be Chairman & CEO of BSKE warrant monitoring for board independence and effective oversight .
- Risk profile: Ongoing going‑concern emphasis and prior Nasdaq notices highlight execution and financing risks; April 2025 financing and June 2025 shareholder approvals (equity plan extension; removal of beneficial ownership limit for Series B) are supportive but dilution and market impacts remain considerations .