Philip Wong
About Philip Wong
Philip Wong, age 45, has served as an independent director of Yunhong Green CTI Ltd. since January 2022. He is CEO and co-founder of Shark AI Capital Corporation (since 2020), with prior roles in commercial lending and relationship management at American Credit, Applepie Capital, Bank of the West/BNP Paribas, and Preferred Bank; he holds a B.A. in Asian Studies from San Francisco State University and has certifications in agile software development, software product management, healthcare analytics, and product management/marketing . He is designated the Board’s Lead Independent Director and serves as Audit Committee Chair (and Audit Committee Financial Expert) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Credit, Inc. | Chief Investment Officer | Not disclosed | Credit/lending expertise |
| Applepie Capital, Inc. | Commercial Loan Officer | Not disclosed | SME lending, underwriting |
| Bank of the West / BNP Paribas | Vice President / Senior Relationship Manager | Not disclosed | Corporate banking, risk management |
| Preferred Bank | First Vice President / Senior Relationship Manager | Not disclosed | Middle-market lending |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Shark AI Capital Corporation (private) | CEO & Co-Founder | 2020 | Innovative business lending; technology-adjacent skillset |
| Other public company boards | — | — | None disclosed in YHGJ proxies |
Board Governance
- Independence: The Board determined Wong is independent; he also acts as Lead Independent Director and can call independent director sessions without management present .
- Committee assignments: Audit Committee Chair and audit committee financial expert; member of Compensation Committee; member of Nominating & Governance Committee .
- Attendance: Board met 5 times in 2024 and 4 times in 2023; each director attended at least 75% of meetings in those periods .
- Shareholder support: At the 2025 annual meeting, Wong received 17,466,932 votes “For”, 438,458 “Withheld”, and 3,065,803 broker non-votes, indicating solid but not unanimous support .
- Audit oversight: As Chair, Wong led the committee through auditor transition and 2023 re-audit after BF Borgers’ disqualification; the committee recommended Wolf & Company, P.C. as independent auditor .
Committee Summary
| Committee | Role | Independence | Meetings (2023 → 2024) |
|---|---|---|---|
| Audit | Chair; Financial Expert | All members independent | 2 → 4 |
| Compensation | Member | All members independent | 1 → 1 |
| Nominating & Governance | Member | All members independent | 0 → 0; independent directors handled nominations |
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Director Fees (Cash) | $12,000 | $12,000 |
| Other Cash (Meeting fees) | Not disclosed | Not disclosed |
| Total Cash | $12,000 | $12,000 |
- Third-party arrangements: No agreements for directors to receive compensation from third parties for board service .
Performance Compensation
| Equity Award | Grant Year | Shares | Vesting | ASC 718 Expense Recognized |
|---|---|---|---|---|
| Restricted stock (independent director grant) | 2023 | 5,000 | Time-based, 12 months | $4,750 (2023 stock awards) |
| Restricted stock (independent director grant) | 2024 | 5,000 | Time-based, 12 months | $7,600 (2024 stock awards) |
| Options/PSUs | — | — | — | None disclosed for directors |
- Award design: Independent director RSUs vest purely time-based over 12 months; no performance metrics attached to director equity grants .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed |
Expertise & Qualifications
- Financial expert: Designated Audit Committee Financial Expert under Item 407(d)(5) of Regulation S-K .
- Domain experience: Commercial lending, credit underwriting, relationship management across banks and lending platforms .
- Technical credentials: Certifications in agile software development, software product management, healthcare analytics, and product management/marketing .
- Leadership: Lead Independent Director duties include independent communications with management and convening executive sessions of independent directors .
Equity Ownership
| Metric | 2024 (Record date: Oct 18, 2024) | 2025 (Record date: Jul 23, 2025) |
|---|---|---|
| Beneficial Ownership (Shares) | 10,000 | 15,000 |
| Ownership % of shares outstanding | <1% (of 25,848,187) | <1% (of 27,738,626) |
| Pledged/Hedged | Not disclosed | Not disclosed |
| Vested vs. unvested | Not disclosed | Not disclosed |
Governance Assessment
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Strengths
- Independent director with deep finance and credit risk experience; Audit Committee Financial Expert designation adds credibility to financial oversight .
- Serves as Lead Independent Director, enhancing board independence in a company with a dominant shareholder (Yubao Li ~43.6%) .
- Consistent board engagement (≥75% attendance) and steady support from shareholders in 2025 election results .
-
Areas to Monitor
- Concentrated control: Chairman Yubao Li beneficially owns ~43.6% of shares, which can limit minority shareholder influence; the effectiveness of independent leadership and committees is critical .
- Auditor transition and historical re-audit: Continued vigilance on audit quality, PCAOB-related independence, and internal control remediation remains important under Wong’s committee leadership .
- Nasdaq compliance: Board ratified a 1-for-10 reverse split to address minimum bid deficiency; investor confidence hinges on governance and strategic execution through this process .
-
Conflicts/Related Party
- No related-party transactions disclosed involving Wong. The proxy details a legacy related-party note with John H. Schwan (father of CEO Jana Schwan), which the Audit Committee oversees under its RPT review practices; Wong’s role as Audit Chair is central to managing these risks .
-
Signals
- Director pay is modest with time-based RSU grants, aligning but not aggressively incentivizing performance; no meeting fees or option awards disclosed .
- Shareholder vote withhelds on Wong were relatively small (438,458), suggesting acceptable governance standing but indicating some investor scrutiny amid broader corporate actions .
RED FLAGS: None specific to Wong disclosed; company-level risks include concentrated ownership and reverse split necessity due to Nasdaq bid price non-compliance .