Karin-Joyce Tjon
About Karin-Joyce (“KJ”) Tjon
Independent director of Volcon, Inc. since 2021; elected Chairman of the Board in October 2024. Age 63. She chairs the Audit Committee and the Nominating & Governance Committee and serves on the Compensation Committee. Tjon brings 25+ years of public/private company operating and finance experience, including CFO and COO roles; she holds an MBA from Columbia University and a BA in Organizational Behavior from Ohio University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alorica, Inc. | Chief Financial Officer | Jul 2018 – May 2020 | Led finance at multi-billion revenue customer service provider |
| Scientific Games, Inc. | President & Chief Operating Officer | Feb 2017 – Aug 2017 | Ran Gaming and Lottery divisions |
| Epiq Systems, Inc. | EVP & Chief Financial Officer | Jul 2014 – Sep 2016 | Oversaw global finance, SAP support, risk management |
| Hawker Beechcraft, Inc. | Chief Financial Officer | Aug 2011 – May 2014 | Finance leadership at aerospace manufacturer |
| Alvarez & Marsal | Managing Director | Earlier career (dates not specified) | Interim executive roles, PE engagements, turnarounds |
External Roles
| Organization | Listing | Role | Committee Roles (if disclosed) |
|---|---|---|---|
| Solidion Technology, Inc. (formerly Nubia Brand International Corp) | Nasdaq: STI | Director | Not disclosed |
| LivePerson, Inc. | Nasdaq: LPSN | Director | Not disclosed |
| NPH International (charitable organization) | — | Director | Not disclosed |
Board Governance
| Dimension | Detail |
|---|---|
| Board leadership | Chairman of the Board (since Oct 2024); CEO and Chair roles separated |
| Independence | Board determined Tjon is independent under Nasdaq rules |
| Committee assignments | Audit (Chair), Nominating & Governance (Chair), Compensation (Member) |
| Audit Committee expertise | All members independent; Tjon and Foster are “audit committee financial experts”; 4 meetings in 2024 |
| Compensation Committee | Members: Foster (Chair), Tjon, Solgaard; 2 meetings in 2024; no compensation consultant engaged in 2024 |
| Nominating & Governance | Members: Tjon (Chair), Foster, Solgaard; 1 meeting + 1 written consent in 2024 |
| Board activity | 22 meetings; 12 written consents in 2024; each incumbent director attended ≥75% of Board and relevant committee meetings |
| Annual meeting attendance | All directors attended last year’s virtual annual meeting |
| Hedging/pledging policy | Directors and officers prohibited from hedging and pledging company stock |
| Related-party oversight | Audit Committee reviews related-person transactions; policy in charter |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Includes participation on any committee; paid quarterly |
| Committee membership fees | — | Not separately paid (included in $50k) |
| Committee chair fees | — | Not separately disclosed for 2024 |
| Meeting fees | — | Not disclosed |
| Karin-Joyce Tjon – Fees earned (cash) | $50,000 | 2024 director compensation |
| Equity to directors in 2024 | $0 | No equity grants in 2024 due to insufficient shares available under the plan |
| Deferred 2023 cash fees | Paid in 2024 | 2023 quarterly cash was suspended to preserve cash, accrued, and paid in 2024 (not in table totals) |
Performance Compensation
| Element | 2024 Status | Policy/Terms |
|---|---|---|
| Annual equity grant to non-employee directors | Not granted | Policy target: equity-based compensation equal to $100,000 in stock options or RSUs for 2024, subject to share availability; no grants in 2024 due to lack of shares |
| Performance metrics (directors) | Not disclosed | No performance metrics specified for director equity; plan provides standard equity instruments |
| Clawback policy | In place (Dodd-Frank restatement policy) | Applies to erroneously awarded incentive-based comp for executive officers; reinforces accountability culture |
Director Option Awards – Detail (as disclosed)
| Instrument | Quantity | Exercise Price | Vesting/Status |
|---|---|---|---|
| Stock options | 2 | $540,000 per share | Vested on Aug 24, 2022 |
| Stock options | 1 | $279,000 per share | Vested on Jul 26, 2023 |
| Stock options | 2 | $124,200 per share | Vested on Jul 12, 2024 |
Note: Exercise prices reflect impacts of multiple reverse stock splits; the company undertook reverse splits in 2023–2024 and discusses further reverse split authorization in 2025 .
Other Directorships & Interlocks
- Current public company boards: Solidion Technology (Nasdaq: STI), LivePerson (Nasdaq: LPSN) .
- Compensation Committee interlocks: None of the Compensation Committee members were officers/employees; no interlocking relationships disclosed with other entities .
Expertise & Qualifications
- Financial expert: Audit Committee Chair and designated “audit committee financial expert”; deep accounting/finance background across public companies .
- Turnaround and operations: Interim executive and turnaround experience at Alvarez & Marsal; senior roles at Scientific Games, Epiq Systems, Hawker Beechcraft .
- Education: MBA, Columbia University; BA (Organizational Behavior), Ohio University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Composition/Notes |
|---|---|---|---|
| Karin-Joyce Tjon | 5 | <1% | Consists of vested stock options: 2 @ $540,000; 1 @ $279,000; 2 @ $124,200 (per SEC beneficial ownership rules) |
| Company policy on pledging/hedging | — | — | Hedging and pledging prohibited for directors and officers |
Governance Assessment
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Strengths
- Independent Chair leading a majority-independent board with separated Chair/CEO roles, enhancing oversight and board effectiveness .
- Robust audit oversight: Audit Chair designated financial expert; committee independent; defined remit includes related-party review and internal controls; 4 meetings in 2024 .
- Active board cadence and attendance: 22 board meetings; all incumbents met ≥75% attendance; full attendance at prior annual meeting—signals engagement .
- Director pay restraint amid capital constraints: cash-only fees in 2024; equity paused until share pool replenishment, aligning with preservation of shareholder capital .
-
Watch items / potential red flags
- Capital structure and listing risk: multiple reverse splits in 2023–2024 and 2025 authorization request; while not director-specific, persistent reliance on reverse splits can weigh on investor confidence and raises ongoing governance scrutiny of capital planning and dilution management .
- Supplier-related governance: Super Sonic distribution agreement includes potential board seat for the supplier contingent on volume, which could affect independence balance and related-party oversight; Audit/N&G diligence will be critical if triggered .
- Legacy related-party instruments: Founder-related warrants and transaction triggers (Pink Possum) remain outstanding (though consulting agreements terminated); Audit Committee oversight and disclosures reduce conflict risk; no transactions involving Ms. Tjon disclosed .
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Compensation governance
- No compensation consultant engaged in 2024; committee independence affirmed; equity plan amendment seeks capacity for future equity grants, with non-employee director annual cap at $300,000 total value—guardrails against excessive director pay .
Overall: Tjon’s profile (independent Chair, dual committee chairships, audit financial expert) and disclosed attendance support board effectiveness and oversight credibility. Key governance sensitivities relate to capital structure actions and prospective supplier board representation; continued transparent committee oversight and prudent equity usage will be important signals to investors .