UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
☒ Filed by the
Registrant
☐ Filed by a Party other than the
Registrant
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Rule 240.14a-12
TRIO-TECH INTERNATIONAL
(Name of Registrant as Specified In Its Charter)
_____________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On December 7, 2022
NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders
(the “Annual Meeting”) of Trio‑Tech International, a
California corporation (the “Company”), will be held at our
U.S. corporate office, located at 16139 Wyandotte Street, Van Nuys,
California 91406, on, December 7, 2022 at 10:00 A.M. Pacific
Standard Time, for the following purposes, as set forth in the
attached proxy statement (the “Proxy Statement”):
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to elect five directors to our Board of Directors, each to serve
until our next annual meeting of shareholders, or until their
respective successor is duly elected and qualified;
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to hold a non-binding, advisory vote on the compensation of our
Named Executive Officers (as defined in the Proxy Statement);
and
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transaction of such other business as may properly come before the
meeting or any adjournment thereof.
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The Board of Directors of the Company (the “Board of
Directors” or the “Board”) has fixed the close of
business on October 12, 2022 (the “Record Date”) as the
record date for determining the shareholders entitled to notice of
and to vote at the Annual Meeting and any adjournment and
postponements thereof.
The Securities and Exchange Commission permits proxy materials to
be furnished over the Internet rather than in paper form.
Accordingly, most shareholders will receive a notice in the mail
regarding the availability of the Proxy Statement, Annual Report on
Form 10-K for the fiscal year ended June 30, 2022 (the
“Annual Report”), and other proxy materials (the
"Notice") via Internet. This electronic process provides
fast, convenient access to the materials, reduces the impact on the
environment and reduces our printing and mailing costs. If you
received a Notice by mail, you will not receive a printed copy of
the proxy materials in the mail. The Notice instructs you on how to
access and review all of the important information contained in the
Proxy Statement and Annual Report. The Notice also instructs you on
how you may submit your vote over the Internet. If you would like
to receive a printed copy of the proxy materials, please follow the
instructions for requesting such materials included in the
Notice.
Whether you plan to attend the Annual Meeting or not, please vote
by telephone or electronically via the Internet. Alternatively, if
you received a paper copy, you may sign, and date the enclosed
proxy card and return it without delay in the enclosed
postage-prepaid envelope. If you do attend the Annual Meeting, you
may withdraw your proxy and vote personally on each matter brought
before the Annual Meeting.
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October 20, 2022
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By Order of the Board of Directors
A. CHARLES WILSON
Chairman
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IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO VOTE PROMPTLY OVER THE INTERNET, BY TELEPHONE, OR IF
YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, BY MAILING A
PROXY OR VOTING INSTRUCTION CARD IN THE ENCLOSED POSTAGE-PREPAID
RETURN ENVELOPE TO ENSURE YOUR REPRESENTATION AT THE ANNUAL
MEETING.
THANK YOU FOR ACTING PROMPTLY
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be held on December 7, 2022: The
Proxy Statement and our 2022 Annual Report to Shareholders are
available at http://www.triotech.com/investors/, which does not
have “cookies” that identify visitors to the
site.
TABLE OF
CONTENTS
PROXY
STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF
TRIO-TECH INTERNATIONAL
To Be Held on December 7, 2022
This proxy statement (“Proxy Statement”) is furnished in
connection with the solicitation of the enclosed proxy (the
“Proxy”) on behalf of the Board of Directors (the
“Board”) of Trio‑Tech International, a California
corporation (“Trio‑Tech”, or, the “Company”),
for use at the 2022 Annual meeting of shareholders of the Company
(the “Annual Meeting”) to be held at our U.S. Corporate
office, located at 16139 Wyandotte Street, Van Nuys, California
91406, on December 7, 2022 at 10:00 A.M. Pacific Standard Time.
For directions to our U.S. Corporate office, please email us at
CRT.Reports@triotech.com.sg. This Proxy Statement and the enclosed
proxy card (the “Proxy Card”) are intended to be
electronically available to shareholders on or about October 24, 2022.
Voting
The Board fixed the close of business on October 12, 2022 as the
record date (“Record Date”) for shareholders entitled to
notice of and to vote at the Annual Meeting. As of the Record Date,
there were 4,076,680 shares of the Company’s common stock, no par
value (the “Common Stock”), outstanding and entitled to
vote, the holders of which are entitled to one vote per share.
The presence in person or by proxy of holders of a majority of the
shares entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes will be counted for purposes of determining the presence
of a quorum. Broker non-votes occur when a shareholder
who beneficially owns shares that are held in street name, that is
through a broker, does not provide the broker with instructions on
how to vote those shares on matters that are
considered non-routine. Brokers can vote without
instruction from the beneficial owners only on routine matters,
such as the ratification of the appointment of our independent
auditors. The election of directors and
the Say-on-Pay proposal (as defined in Proposal No. 2,
below) are non-routine matters and brokers are not
authorized to vote on these matters without instruction.
Because a shareholder’s broker may not vote on behalf of the
shareholder on the election of directors or the Say on Pay proposal
unless the shareholder provides specific instructions by completing
and returning the voting instruction form, for a shareholder’s vote
to be counted, we ask that our shareholders communicate their
voting decisions to the broker or other nominee before the date of
the Annual Meeting or give a proxy to vote their shares at the
Annual Meeting.
Required Vote for Approval
Proposal No. 1: Election of Directors. Directors are elected
by a plurality vote. This means that the five director nominees who
receive the greatest number of affirmative votes cast at the Annual
Meeting by the shares present, either in attendance or represented
by proxy, and entitled to vote will be elected. Abstentions and
broker non-votes will have no effect on the outcome of the election
of the directors. Pursuant to California law, cumulative
voting is available for the election of directors. Under cumulative
voting, you would have five votes for each share of Common Stock
you own. You may cast all of your votes for one candidate, or you
may distribute your votes among different candidates as you choose.
However, you may cumulate votes (cast more than one vote per share)
for a candidate only if the candidate is nominated before the
voting and at least one shareholder gives notice at the Annual
Meeting, before the voting, that he or she intends to cumulate
votes. If you do not specify how to distribute your votes, by
giving your Proxy you are authorizing the proxyholders (the
individuals named on your Proxy Card) to cumulate votes in their
discretion. The five persons properly placed in nomination at the
Annual Meeting and receiving the most affirmative votes will be
elected as directors.
Proposal No. 2: Approval of the Compensation of our Named
Executive Officers. The approval, on an advisory,
non-binding basis, of the compensation of our Named Executive
Officers (as defined under the heading “EXECUTIVE COMPENSATION”
below) (“Say on Pay”) as described under Proposal No. 2 of
this Proxy Statement requires the affirmative vote of a majority of
the shares present, either in attendance or represented by proxy,
at the Annual Meeting and entitled to vote on the matter. A
properly executed Proxy marked “ABSTAIN” will not be voted,
although it will be counted as present and entitled to vote for
purposes of the Say on Pay proposal. Accordingly, an abstention
will have the effect of a vote against Proposal No. 2. Broker
non-votes are not considered present and entitled to vote on the
Say on Pay proposal and thus will have the effect of reducing the
number of affirmative votes required to achieve a majority for such
matter by reducing the total number of shares from which the
majority is calculated.
Deadline for Voting by Proxy
In order to be counted, votes cast by proxy must be received prior
to the Annual Meeting.
Revocation of Proxies
Any Proxy given may be revoked by the shareholder at any time
before it is voted by delivering written notice of revocation to
the Secretary of the Company, by filing with the Secretary of the
Company a Proxy bearing a later date, or by attending the Annual
Meeting and voting in person. All Proxies properly executed and
returned will be voted in accordance with the instructions
specified thereon. If no instructions are specified, Proxies will
be voted FOR the election of the five nominees for directors
named under “Election of Directors” (Proposal No. 1), and
FOR the approval, on a non-binding, advisory basis, of the
compensation of our Named Executive Officers (Proposal No. 2) and
(iii) at the discretion of the proxy holders on any other matter
that may properly come before the Annual Meeting or any adjournment
or postponement thereof.
PROPOSAL 1
ELECTION OF DIRECTORS
A majority of the independent directors of our Board have nominated
the persons listed below for election to the Board at the Annual
Meeting, to hold office until the next annual meeting of
shareholders, or until their respective successors are elected and
qualified. There is one vacancy on the Board. The Board does not
intend to fill the vacancy at this time due to the costs associated
therewith. It is intended that the Proxies received, unless
otherwise specified, will be voted “FOR” the five nominees
named below, all of whom are incumbent directors of the Company
and, with the exception of Messrs. Yong and Ting, are “independent”
as specified in Section 803 of the NYSE American (formerly The NYSE
MKT) rules and Rule 10A-3 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). It is not
contemplated that any of the nominees will be unable or unwilling
to serve as a director but, should that occur, the persons
designated as proxies will vote in accordance with their best
judgment. In no event will Proxies be voted for a greater number of
persons than the number of nominees named in this Proxy
Statement.
The following section sets forth certain information regarding the
nominees for election as directors of the Company.
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NAME
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AGE
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POSITIONS
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A. Charles Wilson
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Chairman of the Board
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S. W. Yong
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Chief Executive Officer, President and Director
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Richard M. Horowitz
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Director
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Jason T. Adelman
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Director
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Victor H. M. Ting
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Director
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A. Charles Wilson
Mr. Wilson has served as a director of the Company since 1966, and
was President and Chief Executive Officer of the Company from 1981
to 1989. In 1989, he was elected to serve as Chairman of the Board.
Mr. Wilson is also Chairman of the Board of Ernest Packaging
Solutions and is Chairman of the Board of Daico Industries, as
well as an attorney admitted to practice law in California and a
business consultant until December 2021.
In determining that Mr. Wilson should serve on the Company’s Board,
the Board has considered, among other qualifications, his
professional background and experience, his leadership skills as a
result of his nine years serving as President and Chief Executive
Officer of the Company, his service as a chairman on other
corporate boards and his broad range of knowledge of the Company’s
history and business through his 56 years of service as a director
of the Company.
S. W. Yong
Mr. Yong has served as a director, Chief Executive Officer and
President of the Company since 1990. He joined Trio‑Tech
International Pte. Ltd. in Singapore in 1976 and was appointed as
its Managing Director in August 1980. Mr. Yong holds a Master’s
Degree in Business Administration, a Graduate Diploma in Marketing
Management and a Diploma in Industrial Management.
In determining that Mr. Yong should serve on the Company’s Board,
the Board has considered, among other qualifications, his 46 years
of history with the Company, his intimate knowledge of the
Company’s business and operations and the markets in which the
Company operates, as well as the Company’s customers and suppliers,
and his detailed in-depth knowledge of the issues, opportunities,
and challenges facing the Company and its principal industries.
Richard M. Horowitz
Mr. Horowitz has served as a director of the Company since
1990. He has been the President of Management Brokers
Insurance, Inc. since 1974. Mr. Horowitz holds a Master’s Degree in
Business Administration from Pepperdine University. Mr. Horowitz
was the subject of a Securities and Exchange Commission
(“SEC”) administrative proceeding arising out of the sale of
certain annuity products in 2007 by Management Brokers Insurance,
Inc. The proceeding was wholly unrelated to the Company’s business
and was settled in March 2014 without requiring Mr. Horowitz to
admit to any of the allegations. The Board believes that the
proceeding and the actions alleged thereunder do not impinge upon
Mr. Horowitz’s ability or integrity as a director of the
Company.
In determining that Mr. Horowitz should serve on the Company’s
Board, the Board has considered, among other qualifications, his
extensive experience and expertise in administration and management
based on his position as President of Management Brokers, Inc. for
more than 48 years and his broad range of knowledge of the
Company’s history and business through his 32 years of service as a
director of the Company.
Jason T. Adelman
Mr. Adelman was elected to the Board of the Company in April
1997. Mr. Adelman is the Founder and Chief Executive Officer
of Burnham Hill Capital Group, LLC, a privately held financial
services holding company headquartered in New York. Mr.
Adelman also serves as the Managing Member of Cipher Capital
Partners LLC, a private investment fund. Prior to founding Burnham
Hill Capital Group, LLC in 2003, Mr. Adelman served as the Managing
Director of Investment Banking at H.C. Wainwright and Co., Inc. Mr.
Adelman currently serves on the Board of Oblong, Inc. Mr. Adelman
graduated Cum Laude with a B.A. in Economics from the University of
Pennsylvania and earned a JD from Cornell Law School where he
served as Editor of the Cornell International Law Journal.
In determining that Mr. Adelman should serve on the Company’s
Board, the Board has considered, among other qualifications, his
experience and expertise in finance, accounting, banking and
management based on his positions as Chief Executive Officer of
Burnham Hill Capital Group LLC for 19 years, as the Managing Member
of Cipher Capital Partners LLC as well as his position as Managing
Director of Investment Banking in the New York offices of H. C.
Wainwright & Co.
Victor H. M. Ting
Mr. Ting was appointed as a director of the Company on September
16, 2010, and served as Corporate Vice‑President and Chief
Financial Officer of the Company from November 1992 until his
retirement in June 2022. Mr. Ting joined the Company as the
Financial Controller for the Company’s Singapore subsidiary in
1980. He was promoted to the level of Business Manager in 1985, in
December 1989 he was promoted to the level of Director of Finance
and Sales & Marketing, and later he was promoted to the level
of General Manager of the Singapore subsidiary. Mr. Ting holds a
Bachelor of Accountancy Degree and Master’s Degree in Business
Administration.
In determining that Mr. Ting should serve on the Company’s Board,
the Board has considered, among other qualifications, his expertise
in finance, accounting and management based on his 30 years of
history as Vice‑President and Chief Financial Officer of the
Company and his intimate knowledge of the Company’s operations.
Required Vote and Recommendation
The five persons receiving the highest number of affirmative votes
will be elected as directors of the Company. Votes withheld
(whether by broker non-votes or otherwise) will have no legal
effect on the vote.
The Board recommends that shareholders vote
“FOR” the election of Messrs. A. Charles Wilson,
S. W. Yong, Richard M. Horowitz, Jason T. Adelman and Victor H. M.
Ting
PROPOSAL 2
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
Pursuant to Section 14A of the Exchange Act, we are required to
provide shareholders with the opportunity to vote to approve, on a
non-binding, advisory basis, the compensation of our Chief
Executive Officer and our two most highly compensated executive
officers (other than our Chief Executive Officer) who were serving
as executive officers at the end of the fiscal year ended June 30,
2022 (“Fiscal 2022”) (the “Named Executive
Officers”), as disclosed in this Proxy Statement. This advisory
vote, commonly known as a “Say-on-Pay” vote, gives our shareholders
the opportunity to express their views on the Company’s executive
compensation policies and programs and the compensation paid to our
Named Executive Officers for Fiscal 2022.
We are asking our shareholders to indicate their support for the
compensation of our Named Executive Officers as described in this
Proxy Statement by approving the following resolution at the Annual
Meeting:
“RESOLVED, that the compensation paid to the Company’s named
executive officers, as disclosed in the Company’s Proxy Statement
for the 2022 Annual Meeting of Shareholders pursuant to the
compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis,
compensation tables and accompanying narrative disclosure, is
hereby APPROVED.”
The Board believes that the Company’s executive compensation
program effectively reflects the goals and objectives described in
the Compensation Discussion and Analysis and the Executive
Compensation sections of this Proxy Statement and the overall
compensation philosophy of the Company.
Required Vote and Recommendation
The approval, on an advisory, non-binding basis, of the
compensation of our Named Executive Officers requires the
affirmative vote of a majority of the shares present, either in
attendance or represented by proxy, at the Annual Meeting and
entitled to vote on the matter. The vote on this Proposal 2 is
advisory only and therefore is not binding on the Company, the
Board or the Compensation Committee. However, the Board and the
Compensation Committee will review and consider the voting results
in crafting their approach to future executive compensation
matters. Unless otherwise instructed on the proxy or unless
authority to vote is withheld, shares represented by executed
proxies will be voted “FOR” the advisory resolution above,
approving of the compensation paid to the Company’s Named Executive
Officers.
The Board recommends that shareholders vote
“FOR” the advisory resolution above, approving of
the compensation paid to the Company’s Named Executive
Officers.
CORPORATE
GOVERNANCE
Corporate Governance Program
Our Board has established a written Corporate Governance Program to
address significant corporate governance issues that may arise. It
sets forth the responsibilities and qualification standards of the
members of the Board and is intended as a governance framework
within which the Board, assisted by its committees, directs our
affairs.
Policy Against Hedging Stock
Our policy prohibits our directors, officers, and other employees,
and their designees, from engaging in short sales or from hedging
transactions of any nature that are designed to hedge or offset a
decrease in market value of such person’s ownership of the
Company’s equity securities.
Code of Ethics
The Company has adopted a written code of business conduct and
ethics applicable to all directors, officers, management and
employees and a separate code of ethics applicable to its principal
executive officer, principal financial officer and principal
accounting officer or controller or persons performing similar
functions. A copy of the Company's code of business conduct
and ethics may be obtained, without charge, upon written request to
the Secretary of the Company at Block 1008 Toa Payoh North #03-09
Singapore 318996.
Board Leadership Structure
The Board believes it is important to select its Chairman and the
Company’s Chief Executive Officer in the manner it considers in the
best interests of the Company at any given point in time. The
Chairman of the Board and Chief Executive Officer of the Company
are held by separate persons as an aid in the Board's oversight of
management. The duties of the non-executive Chairman of the Board
include:
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presiding over all meetings of the Board;
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preparing the agenda for Board meetings in consultation with the
Chief Executive Officer and other members of the Board;
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calling and presiding over meetings of the independent
directors;
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managing the Board's process for annual director self-assessment
and evaluation of the Board and of the Chief Executive Officer;
and
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presiding over all meetings of shareholders.
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The Board believes that there may be advantages to having an
independent chairman for matters such as communications and
relations between the Board, the Chief Executive Officer, and other
senior management; assisting the Board in reaching consensus on
particular strategies and policies; and facilitating robust
director, Board, and Chief Executive Officer evaluation
processes.
Risk Management
The Chief Executive Officer, Chief Financial Officer, and senior
management are primarily responsible for identifying and managing
the risks facing the Company, and the Board oversees these efforts.
The Chief Executive Officer and Chief Financial Officer report to
the Board regarding any risks identified and steps the Company is
taking to manage those risks. In addition, the Audit Committee
identifies, monitors and analyzes the priority of financial risks,
and reports to the Board regarding its financial risk
assessments.
Certain Relationships and Related Transactions
The Board’s Audit Committee is responsible for review, approval, or
ratification of “related-person transactions” between the Company
or its subsidiaries and related persons. Under SEC rules, a related
person is a director, officer, nominee for director, or 5%
shareholder of the Company and their immediate family members. The
Company's code of business conduct and ethics provides guidance to
the Audit Committee for addressing actual or potential conflicts of
interests that may arise from transactions and relationships
between the Company and its executive officers or directors.
Potential conflicts relating to other personnel must be addressed
by the Chief Executive Officer or the Chief Financial
Officer. There were no related party transactions during
Fiscal 2022 for which disclosure would be required under SEC
rules.
BOARD MEETINGS AND COMMITTEES
The Board held seven regularly scheduled and special meetings
during Fiscal 2022. All of the directors attended (in person or by
telephone) at least 75% of the meetings of the Board and any
committees of the Board on which they served during the last full
fiscal year. Directors are expected to use their best efforts to be
present at the Annual Meeting of Shareholders. All of our directors
attended the Annual Meeting of Shareholders held on December 8,
2021.
The Company does not have a standing nominating committee. The
Board consists of five directors, three of whom are “independent”
(as defined under the rules of the NYSE American upon which the
Company’s securities are listed), including Jason T. Adelman,
Richard M. Horowitz and A. Charles Wilson. Pursuant to a resolution
adopted by the Board, a majority of the independent directors,
following a discussion with the entire Board, has the sole and
ultimate responsibility to determine and nominate Board candidates
for election at the Annual Meeting. Although nominations are made
by a majority of the independent directors, the three current
independent directors value the input of the entire Board and thus
discuss proposed nominees at the Board level before the ultimate
nomination determinations are made by the independent directors.
The Board does not believe that it is necessary, at this time,
given the Board composition and such Board resolution, to have a
separately constituted nominating committee. At such time as the
Board composition changes, the Board may elect to establish a
separate nominating committee.
The Board has also adopted a resolution addressing the nomination
process and related matters and it states, among other things, that
the Board believes that the continuing service of qualified
incumbents promotes stability and continuity in the boardroom,
contributing to the Board's ability to work as a collective body,
while giving the Company the benefit of the familiarity and insight
into the Company's affairs that its directors have accumulated
during their tenure. The resolution further states that the Board
will evaluate the performance of its Board members on an annual
basis in connection with the nomination process. The Board may
solicit recommendations for nominees from persons that the Board
believes are likely to be familiar with qualified candidates,
including without limitation members of the Board and management of
the Company. The Board may also determine to engage a professional
search firm to assist in identifying qualified candidates if the
need arises. In addition, the Board has the authority to retain
third-party consultants to provide advice regarding compensation
issues. The Board has not adopted specific minimum qualifications
for a position on the Company’s Board or any specific skills or
qualities that the Board believes are necessary for one or more of
its members to possess. However, the Board will consider various
factors including without limitation the candidate’s
qualifications, the extent to which the membership of the candidate
on the Board will promote diversity among the directors, and such
other factors as the Board may deem to be relevant at the time and
under the then existing facts and circumstances. The Company does
not have a formal policy with regard to the consideration of
diversity in identifying nominees for director. The Board seeks to
nominate directors with a variety of skills and experience so that
the Board will have the necessary expertise to oversee the
Company’s business. The Company did not receive any recommendations
as to nominees for election of directors for the Annual Meeting of
Shareholders to be held on December 7, 2022.
The Board will consider candidates proposed by shareholders of the
Company and will evaluate all such candidates upon criteria similar
to the criteria used by the Board to evaluate other candidates.
Shareholders desiring to propose a nominee for election to the
Board must do so in writing sufficiently in advance of an annual
meeting so that the Board has the opportunity to make an
appropriate evaluation of such candidate and his or her
qualifications and skills and to obtain information necessary for
preparing all of the disclosures required to be included in the
Company’s proxy statement for the related meeting should such
proposed candidate be nominated for election by shareholders.
Shareholder candidate proposals should be sent to the attention of
the Secretary of the Company at Block 1008 Toa Payoh North #03-09
Singapore 318996.
The Board has a standing Compensation Committee, which currently
consists of the three independent directors; Jason T. Adelman,
Richard M. Horowitz and A. Charles Wilson, Chairman of the
Compensation Committee. The Compensation Committee determines
salary and bonus arrangements. The Compensation Committee met four
times during Fiscal 2022. The Compensation Committee has a written
charter. For Fiscal 2022, the Compensation Committee did not retain
a third-party consultant to review the Company’s current policies
and procedures with respect to executive compensation.
The Board has a separately designated standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The members thereof consist of Jason T. Adelman, Richard M.
Horowitz and A. Charles Wilson, Chairman of the Audit. Committee.
The Board has determined that the Audit Committee has at least one
financial expert, A. Charles Wilson. The Board has affirmatively
determined that Mr. Wilson does not have a material relationship
with the Company that would interfere with the exercise of
independent judgment and is “independent” as independence is
defined in Section 803 of the rules of the NYSE American. Pursuant
to its written charter, which charter was adopted by the Board, the
Audit Committee is charged with, among other responsibilities,
selecting our independent public accountants, reviewing our annual
audit and meeting with our independent public accountants to review
planned audit procedures. The Audit Committee also reviews with the
independent public accountants and management the results of the
audit, including any recommendations of the independent public
accountants for improvements in accounting procedures and internal
controls. The Audit Committee held seven meetings during Fiscal
2022. Each of the members of the Audit Committee satisfies the
independence standards specified in Section 803 of the rules of the
NYSE American and Rule 10A-3 under the Exchange Act.
REPORT OF
THE AUDIT COMMITTEE
During the fiscal year ended June 30, 2022, the Audit
Committee fulfilled its duties and responsibilities as outlined in
its charter. The Audit Committee reviewed and discussed the
Company’s audited consolidated financial statements and related
footnotes for the fiscal year ended June 30, 2022, and the
independent auditor’s report on those financial statements, with
the Company’s management and Mazars LLP, the Company’s independent
auditor. Management presented to the Audit Committee that the
Company’s financial statements were prepared in accordance with
accounting principles generally accepted in the United States of
America. The Audit Committee has discussed with Mazars LLP the
matters required to be discussed by the applicable requirements of
the Public Company Accounting Oversight Board and the Securities
and Exchange Commission. The Audit Committee’s review included a
discussion with management and the independent auditor of the
quality (not merely the acceptability) of the Company’s accounting
principles, the reasonableness of significant estimates and
judgments, and the disclosures in the Company’s financial
statements, including the disclosures relating to critical
accounting policies.
The Audit Committee recognizes the importance of maintaining the
independence of the Company’s independent auditor, both in fact and
appearance. The Audit Committee has evaluated Mazars LLP’s
qualifications, performance, and independence, including that of
the lead audit partner. As part of its auditor engagement process,
the Audit Committee considers whether to rotate the independent
audit firm. The Audit Committee has established a policy pursuant
to which all services, audit and non-audit, provided by the
independent auditor must be pre-approved by the Audit Committee or
its delegate. The Company’s pre-approval policy is more fully
described in this Proxy Statement under the heading “Independent
Registered Public Accounting Firm.” The Audit Committee has
concluded that provision of the non-audit services described in
that section is compatible with maintaining the independence of
Mazars LLP. In addition, the Audit Committee has received the
written disclosure and the letter from Mazars LLP required by the
applicable requirements of the Public Company Accounting Oversight
Board regarding Mazars LLP’s communications with the Audit
Committee concerning independence and has discussed with Mazars LLP
its independence.
Based on the above-described review, written disclosures, letter
and discussions, the Audit Committee recommended to the Board of
the Company that the audited financial statements for the fiscal
year ended June 30, 2022 be included in the Company’s Annual
Report on Form 10-K.
Dated October 20, 2022
THE AUDIT COMMITTEE
A. Charles Wilson, Chairman
Jason T. Adelman
Richard M. Horowitz
DIRECTOR
COMPENSATION
Our directors play a critical role in guiding our strategic
direction and overseeing our management. In order to compensate
them for their substantial time commitment, we provide a mix of
cash and equity-based compensation. We do not provide pension or
retirement plans for non-employee directors. S.W. Yong does not
receive separate cash compensation for Board service as he is an
employee director.
During Fiscal 2022, Richard M. Horowitz and Jason T. Adelman, as
non‑employee directors, received quarterly fees in an amount equal
to $9,000 for each quarter and for service on the various
committees of which they are a member. A. Charles Wilson, as a
non-employee director, Chairman of the Board, Chairman of the Audit
Committee and Chairman of the Compensation Committee, received
$18,000 in quarterly fees for each quarter and for service on the
various committees of which he is a member. The directors were also
reimbursed for out-of-pocket expenses incurred in attending
meetings.
Each of our directors is entitled to participate in our 2017
Directors Equity Incentive Plan (the “2017 Directors Plan”).
Mr. Yong, as an employee of the Company, is also entitled to
participate in our 2017 Employee Stock Option Plan (the “2017
Employee Plan”). On March 24, 2022, pursuant to the 2017
Directors Plan, Mr. Wilson was granted an option to purchase 40,000
shares, and Messrs. Horowitz and Adelman each were granted an
option to purchase 20,000 shares of Common Stock at an exercise
price of $7.76 per share. Each such option vested immediately upon
grant and will terminate five years from the date of grant unless
terminated sooner upon termination of the optionee’s status as a
director or otherwise pursuant to the 2017 Directors
Plan. The exercise price under the options was set at
100% of fair market value (as defined in the 2017 Directors Plan)
of the Company’s Common Stock on the date of grant of each such
option. Information regarding option grants to Messrs. Yong and
Ting are described under EXECUTIVE COMPENSATION below.
As of June 30, 2022, there were 180,000 shares available for grant
under the 2017 Directors Plan and 292,500 shares under the 2017
Employee Plan.
The Compensation Committee reviewed the average directors’ fees for
comparable public companies. The Compensation Committee believes
that the director fees paid to its directors were and are
substantially less than the fees paid to directors of comparable
public companies. Directors’ compensation may be increased based on
the profitability of the Company.
The following table contains information on compensation for our
non-employee members of our Board for Fiscal 2022.
DIRECTOR COMPENSATION
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
|
Option Awards ($)(1)
|
|
|
Total ($)
|
|
|
A. Charles Wilson (2)
|
|
|
72,000 |
|
|
|
141,200 |
|
|
|
213,200 |
|
|
Richard M. Horowitz (3)
|
|
|
36,000 |
|
|
|
70,600 |
|
|
|
106,600 |
|
|
Jason T. Adelman (4)
|
|
|
36,000 |
|
|
|
70,600 |
|
|
|
106,600 |
|
|
Victor H.M. Ting (5)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1)
|
The option awards are based on the fair value of stock options on
the grant date computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718,
Compensation – Stock Compensation (“ASC
Topic 718”).
|
|
|
(2)
|
The total number of shares underlying option awards held by Mr.
Wilson outstanding as of June 30, 2022 were 200,000.
|
|
|
(3)
|
The total number of shares underlying option awards outstanding
held by Mr. Horowitz as of June 30, 2022 were 100,000.
|
|
|
(4)
|
The total number of shares underlying option awards outstanding
held by Mr. Adelman as of June 30, 2022 were 100,000.
|
|
|
|
|
|
|
(5)
|
Mr. Ting served as the Company's Chief Financial Officer and
Corporate Vice President until his retirement in June 2022. See the
"Summary Compensation Table" on page 13 of this proxy statement for
Mr. Ting's compensation.
|
EXECUTIVE OFFICERS
The following persons were our only executive officers as of
October 12, 2022:
S. W. Yong - Mr. Yong, age 69, is the Company’s President
and Chief Executive Officer and a member of the Company’s Board.
Biographical information regarding Mr. Yong is set forth under the
section entitled “Election of Directors.”
Srinivasan Anitha - Ms. Srinivasan, age 43, was appointed as
the Company’s Chief Financial Officer effective July 1, 2022. Ms.
Srinivasan, a Chartered Accountant and a Certified Internal
Auditor, has over twenty years of diversified experience in areas
of audit, finance and corporate consulting. Ms. Srinivasan has been
a consultant to the Company for more than the past 5 years and
served as the Internal Audit Team Leader of the Company. She had
been employed by the Company from 2006 to 2012. She holds a
Bachelor’s Degree in Commerce from the University of Madras, India.
She is a member of The Institute of Singapore Chartered
Accountants, The Institute of Chartered Accountants of India and
The Institute of Internal Auditors.
Hwee Poh Lim - Mr. Lim, age 63, is the Company’s Corporate
Vice‑President -Testing. Mr. Lim joined the Company in 1982 and
became the Quality Assurance Manager in 1985. He was promoted to
the position of Operations Manager in 1988. In 1990 he was promoted
to Business Manager and was responsible for the Malaysian
operations in Penang and Kuala Lumpur. Mr. Lim became the General
Manager of the Company’s Malaysia subsidiary in 1991. In February
1993, all test facilities in Southeast Asia came under Mr. Lim’s
responsibility. He holds diplomas in Electronics &
Communications and Industrial Management and a Master’s Degree in
Business Administration. He was elected Corporate
Vice‑President‑Testing in July 1998.
S. K. Soon – Ms. Soon, age 64, joined Trio-Tech Singapore in
1981 and became the Personnel and Administration Manager in 1985.
In 1991, she was promoted to Group Logistics Manager and was
responsible for the overall logistics and human resources functions
for our operations in Asia. Effective July 1, 2015, she was
appointed as Corporate Vice-President and currently oversees the
Company's Logistics and Human Resources functions in Asia.
EQUITY
COMPENSATION PLAN INFORMATION
The Company previously had two equity plans, the 2007 Employee
Stock Option Plan (the “2007 Employee Plan”) the 2007
Directors Equity Incentive Plan (the “2007 Directors Plan”),
each of which were previously approved by shareholders. The purpose
of these two plans was to enable the Company to attract and retain
top-quality employees, officers, directors and consultants and to
provide them with an incentive to enhance shareholder return. On
September 24, 2017, each of the 2007 Employee Plan and 2007
Director Plan terminated in accordance with its terms. No further
options may be granted pursuant to the 2007 Employee Plan or the
2007 Directors Plan. However, outstanding options to purchase
shares remain that were granted pursuant to those plans.
The Company’s 2017 Employee Plan and 2017 Directors Plan were
approved by the Board on September 14, 2017, and approved by
shareholders on December 4, 2017. An amendment to the 2017
Employee Plan was approved by the Board on October 20, 2021 and by
shareholders on December 8, 2021. An amendment to the 2017
Directors Plan was approved by the Board on October 27, 2020 and by
shareholders on December 8, 2020. The purpose of these two plans is
also to enable the Company to attract and retain top-quality
employees, officers, directors and consultants and to provide them
with an incentive to enhance shareholder return as well as
contributing to the Company’s long-term growth and profitability
objectives.
The following table provides information as of June 30, 2022 with
respect to the following compensation plans of the Company under
which equity securities of the Company are authorized for
issuance:
EQUITY COMPENSATION PLAN INFORMATION
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding
options
|
|
|
Weighted average exercise price of outstanding options
|
|
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
column (a))
|
|
|
Equity compensation plans approved by shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Employee Plan
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
2017 Employee Plan
|
|
|
307,500 |
|
|
$ |
5.21 |
|
|
|
292,500 |
|
|
2007 Directors Plan
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
2017 Directors Plan
|
|
|
420,000 |
|
|
$ |
5.10 |
|
|
|
180,000 |
|
|
Total
|
|
|
656,375 |
|
|
$ |
5.14 |
|
|
|
|
|
COMPENSATION DISCUSSION AND
ANALYSIS
The Compensation Committee
The Compensation Committee reviews and approves corporate goals and
objectives relating to the compensation of the Chief Executive
Officer; reviews goals and objectives of other executive officers;
establishes the performance criteria (including both long-term and
short-term goals) to be considered in light of those goals and
objectives; evaluates the performance of the executives; determines
and approves the compensation level for the Chief Executive
Officer; and reviews and approves compensation levels of other key
executive officers.
Compensation Objectives
The Company operates in a highly competitive and rapidly changing
industry. The key objectives of the Company’s executive
compensation programs are to:
|
|
●
|
attract, motivate and retain executives who drive the Company’s
success and industry leadership;
|
|
|
●
|
provide each executive, from Vice-President to Chief Executive
Officer, with a base salary based on the market value of that role,
and the individual’s demonstrated ability to perform that role;
|
|
|
●
|
motivate executives to create sustained shareholder value by
ensuring all executives have an “at risk” component of total
compensation that reflects their ability to influence business
outcomes and financial performance.
|
What Our Compensation Program is Designed to Reward
Our compensation program is designed to reward each individual
executive officer’s contribution to the advancement of the
Company’s overall performance and execution of our goals, ideas and
objectives. It is designed to reward and encourage exceptional
performance at the individual level in the areas of organization,
creativity and responsibility while supporting the Company’s core
values and ambitions. This in turn aligns the interest of our
executive officers with the interests of our shareholders, and thus
with the interests of the Company.
Determining Executive Compensation
The Compensation Committee reviews and approves the compensation
program for executive officers annually after the closing of each
fiscal year. Reviewing the compensation program at such time allows
the Compensation Committee to consider the overall performance of
the past fiscal year and the financial and operating plans for the
upcoming fiscal year in determining the compensation program for
the upcoming fiscal year.
The Compensation Committee also annually reviews market
compensation levels with comparable jobs in the industry to
determine whether the total compensation for our officers remains
in the targeted median pay range. This assessment includes
evaluation of base salary, annual incentive opportunities, and
long-term incentives for the key executive officers of the Company.
The Company did not hire any compensation consultants in connection
with setting executive compensation for Fiscal 2022.
The Compensation Committee’s compensation decisions are based on
the Company’s operation performance, the performance and
contribution of each individual officer, and the compensation
budget and objectives of the Company. The Compensation Committee
also considers other factors, such as the experience and potential
of the officer and the market compensation level for a similar
position.
Role of Executive Officers in Determining Executive
Compensation
The Compensation Committee determines compensation for the Chief
Executive Officer, which is based on different factors, such as
level of responsibility and contributions to the performance of the
Company. The Chief Executive Officer recommends the compensation
for the Company's executive officers (other than the compensation
of the Chief Executive Officer) to the Compensation Committee. The
Compensation Committee reviews the recommendations made by the
Chief Executive Officer and determines the compensation of the
Chief Executive Officer and the other executive officers. The Chief
Executive Officer is not present during voting on, or deliberations
concerning, his compensation.
Components of Executive Compensation
The Company’s compensation program has three major components:
(1) base annual salary; (2) potential annual cash incentive
awards that are based primarily on financial performance of the
Company or its relevant business operating units; and
(3) long-term incentive compensation in the form of stock
options.
Base Salary
Base salaries are provided as compensation for day-to-day
responsibilities and services to the Company and to meet the
objective of attracting and retaining the talent needed to run the
business.
Base salary for our executive officers was determined utilizing
various factors.
One factor that was taken into account in determining base salary
for our executive officers was the compensation policies of other
companies comparable in size to and within substantially the same
industry as the Company. Keeping our executive officers’ salaries
in line with the market ensures the Company’s competitiveness in
the marketplace in which the Company competes for talent.
Another factor taken into account in determining base salary for
our executive officers was salaries paid by us to our executive
officers during the immediately preceding year and increases in the
cost of living.
The salary for each of our Named Executive Officers for the year
ended June 30, 2022 and the percentage increase in their salary
from the prior fiscal year’s salary were as follows:
|
Executives(1)
|
|
Base Salary
|
|
|
Percent
Increased (2)
|
|
|
S. W. Yong, President and Chief Executive Officer
|
|
$ |
271,863 |
|
|
|
0.89 |
%
|
|
Victor H. M. Ting, Former Chief Financial Officer and Corporate
Vice President (3)
|
|
$ |
158,848 |
|
|
|
1.01 |
%
|
|
Hwee Poh Lim, Corporate Vice President-Testing
|
|
$ |
106,093 |
|
|
|
1.38 |
%
|
|
Siew Kuan Soon, Corporate Vice President
|
|
$ |
99,166 |
|
|
|
1.12 |
%
|
|
|
(1)
|
Ms. Srinivasan joined the Company as Chief Financial Officer
effective July 1, 2022, subsequent to the year ended June 30, 2022,
and therefore is excluded from the table above.
|
|
|
|
|
|
|
(2)
|
Percent increase is based on the increase in base salary in the
currency of Singapore. The appreciation of Singapore dollars
against U.S. dollars is excluded in the calculation. The base cash
compensation for the above named officers of the Company, each of
whom resides in Singapore, in Fiscal 2022, was denominated in the
currency of Singapore. The exchange rate therefore was established
as of June 30, 2022 and was computed to be 1.3573 Singapore dollars
to each U.S. dollar.
|
|
|
|
|
|
|
(3)
|
Mr. Ting resigned as the Company’s Chief Financial Officer and
Corporate Vice President in June 2022.
|
Singapore executive officers’ base salaries are credited with a
compulsory contribution ranging from 1.5% to 6.7% of base salary as
required under Singapore’s provident pension fund.
Bonuses
In November 2016, the Compensation Committee approved the bonus
formula for Company's executive officers, as intended to satisfy
the requirements of Section 162(m) of the Code.
The bonus for each of our Named Executive Officers paid in the year
ended June 30, 2022 for prior year efforts was as follows:
|
Executives(1)
|
|
Bonus
|
|
|
S. W. Yong, President and Chief Executive Officer
|
|
$ |
- |
|
|
Victor H. M. Ting, Former Chief Financial Officer and Corporate
Vice President (2)
|
|
$ |
26,475 |
|
|
Hwee Poh Lim, Corporate Vice President-Testing
|
|
$ |
8,731 |
|
|
Siew Kuan Soon, Corporate Vice President
|
|
$ |
17,774 |
|
|
|
(1)
|
Ms. Srinivasan joined the Company as Chief Financial Officer
effective July 1, 2022, subsequent to the year ended June 30, 2022,
and therefore is excluded from the table above.
|
|
|
|
|
|
|
(2)
|
Mr. Ting resigned as the Company’s Chief Financial Officer and
Corporate Vice President in June 2022.
|
Option Grants
Stock options are intended to align the interests of key executives
and shareholders by placing a portion of the key executives’
compensation at risk, tied to long-term shareholder value creation.
Stock options are granted at 100% of the “fair market value” (as
defined under the applicable plan) of the Company’s Common Stock on
the date of grant. The Compensation Committee believes that stock
options are flexible and relatively inexpensive to implement when
compared with cash bonuses. It also has no negative impact on the
Company’s cash flow. The Compensation Committee believes that
long-term incentives in the form of stock options can better
encourage the executive officers to improve operations and increase
profits for the Company through participation in the growth in
value of the Company’s Common Stock.
The Compensation Committee views any option grant portion of our
executive officer compensation packages as a special form of
long-term incentive compensation to be awarded on a limited and
non-regular basis, with the exception of the Chief Executive
Officer and Chief Financial Officer. The objective of these awards
is to ensure that the interests of our executives are closely
aligned with those of our shareholders. These awards provide
rewards to our executive officers based upon the creation of
incremental shareholder value and the attainment of long-term
financial goals. Stock options produce value to our executive
officers only if the price of our stock appreciates, thereby
directly linking the interests of our executive officers with those
of our shareholders.
Awards of stock options are determined based on the Compensation
Committee’s subjective determination of the amount of awards
necessary, as a supplement to an executive officer’s base salary,
to retain and motivate the executive officer.
In Fiscal 2022, we granted the following stock options to the
following Named Executive Officers pursuant to the 2017 Directors
Plan, Amendment to 2017 Directors Plan and 2017 Employee Plan as
indicated below.
|
Executives(1)
|
|
2017 Directors Plan
|
|
|
2017 Employee Plan
|
|
|
Total
|
|
|
S. W. Yong, President and Chief Executive Officer
|
|
|
- |
|
|
|
25,000 |
|
|
|
25,000 |
|
|
Victor H. M. Ting, Former Chief Financial Officer and Corporate
Vice President(2)
|
|
|
20,000 |
|
|
|
- |
|
|
|
20,000 |
|
|
Hwee Poh Lim, Corporate Vice President
|
|
|
- |
|
|
|
1,500 |
|
|
|
1,500 |
|
|
Siew Kuan Soon, Corporate Vice President
|
|
|
- |
|
|
|
1,500 |
|
|
|
1,500 |
|
|
|
(1)
|
Ms. Srinivasan joined the Company as Chief Financial Officer
effective July 1, 2022, subsequent to the year ended June 30, 2022,
and therefore is excluded from the table above.
|
|
|
|
|
|
|
(2)
|
Mr. Ting resigned as the Company’s Chief Financial Officer and
Corporate Vice President in June 2022.
|
At the annual meeting of shareholders held in December 2019
(“2019 Annual Meeting”), the Company’s shareholders voted to
conduct future non-binding, advisory votes on executive
compensation on an “every one year” basis. The Board had
recommended in the proxy statement for the 2019 Annual Meeting a
vote for the “every three years” option. The Board had made such
recommendation based on its conclusion that an advisory vote at
such frequency would provide the Company’s shareholders with
sufficient time to evaluate the effectiveness of its overall
compensation philosophy, policies and practices in the context of
the Company’s long-term business results, while avoiding more
emphasis on short term variations in compensation and business
results. Thus, the Board decided to conduct future
advisory votes on executive compensation on an “every three years”
basis until at least the next vote by the Company’s shareholders on
the frequency of such votes, which will be no later than the Annual
Meeting to be held in 2025.
Delinquent Section 16(A) Reports
Pursuant to Rule 16a-2 of the Exchange Act, our directors,
executive officers and beneficial owners of 10% or more of our
common stock are currently required to file statements of
beneficial ownership with respect to their ownership of our equity
securities under Sections 13 or 16 of the Exchange Act. Based on a
review of written representations from our executive officers and
directors and a review of Forms 4 and 5 furnished to us, we believe
that during Fiscal 2022 the directors, executive officers and
owners of more than 10% of our common stock filed, on a timely
basis, all reports required by Section 16(a) of the Exchange Act,
with the exception of one late Form 3 and one late Form 4 filed by
Anitha Srinivasan, and one late Form 4 filed by Richard M.
Horowitz.
EXECUTIVE
COMPENSATION
The following table sets forth information regarding the
compensation awarded to or earned by our Named Executive Officers
during the years ended June 30, 2022 and 2021, consisting of our
principal executive officer, and the two most highly compensated
executive officers other than our principal executive officer. In
addition, we have elected to provide disclosure for up to two
additional executive officers during the year.
SUMMARY COMPENSATION TABLE
|
Name and Principal Position (1)
|
Fiscal Year
|
|
Salary
($)
|
|
|
Bonus(15)
($)
|
|
|
Option Awards
($) (2)
|
|
|
All Other Compensation
($)
|
|
|
Total ($)
|
|
|
S. W. Yong (3)
|
2022
|
|
|
271,863 |
|
|
|
- |
|
|
|
92,250 |
(4) |
|
|
20,636 |
(6) |
|
|
384,749 |
|
|
President and Chief Executive Officer
|
2021
|
|
|
271,433 |
|
|
|
61,208 |
|
|
|
78,800 |
(5) |
|
|
23,378 |
(6) |
|
|
434,819 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victor H. M. Ting (3)(14)
|
2022
|
|
|
158,848 |
|
|
|
26,475 |
|
|
|
70,600 |
(7) |
|
|
118,027 |
(9) |
|
|
373,950 |
|
|
Former Chief Financial Officer and Corporate Vice President
|
2021
|
|
|
158,410 |
|
|
|
37,684 |
|
|
|
39,400 |
(8) |
|
|
20,024 |
(9) |
|
|
255,518 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hwee Poh Lim
|
2022
|
|
|
106,093 |
|
|
|
8,731 |
|
|
|
5,535 |
(10) |
|
|
19,039 |
(11) |
|
|
139,398 |
|
|
Corporate Vice President
|
2021
|
|
|
105,458 |
|
|
|
8,788 |
|
|
|
-- |
|
|
|
18,137 |
(11) |
|
|
132,383 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siew Kuan Soon
|
2022
|
|
|
99,166 |
|
|
|
17,774 |
|
|
|
5,535 |
(12) |
|
|
16,933 |
(13) |
|
|
139,408 |
|
|
Corporate Vice President
|
2021
|
|
|
98,784 |
|
|
|
8,232 |
|
|
|
2,720 |
|
|
|
17,241 |
(13) |
|
|
126,977 |
|
|
|
(1)
|
Ms. Srinivasan was appointed as Chief Financial Officer of the
Company effective July 1, 2022, subsequent to the fiscal year ended
June 30, 2022, and therefore is excluded from the able above.
|
|
|
|
|
|
|
(2)
|
The option awards are based on the fair value of stock options on
the grant date computed in accordance with ASC Topic 718.
|
|
|
|
|
|
|
(3)
|
Neither Mr. Yong nor Mr. Ting received any fees for services
rendered as a director of the Company.
|
|
|
|
|
|
|
(4)
|
A stock option covering 25,000 shares of Common Stock was granted
to Mr. Yong pursuant to the 2017 Employee Plan on March 24, 2022.
The option has a five-year term and vests over the period as
follows: 25% vesting on the grant date and the remaining balance
vesting in equal installments on the next three succeeding
anniversaries of the grant date.
|
|
|
|
|
|
|
(5)
|
A stock option covering 40,000 shares of Common Stock was granted
to Mr. Yong pursuant to the 2017 Employee Plan on February 19,
2021. The option has a five-year term and vests over the period as
follows: 25% vesting on the grant date and the remaining balance
vesting in equal installments on the next three succeeding
anniversaries of the grant date.
|
|
|
|
|
|
|
(6)
|
The amount shown in the other compensation column for Mr. Yong for
Fiscal 2022 includes central provident fund contributions of
$4,111, car benefits of $11,071 and director fees of $5,454 for
service as a director for Trio-Tech Malaysia and Trio-Tech Kuala
Lumpur, which are 55% owned by the Company.
The amount shown in the other compensation column for Mr. Yong for
the fiscal year ended June 30, 2021 (“Fiscal 2021”) includes
central provident fund contributions of $5,673, car benefits of
$12,137 and director fees of $5,568 for service as a director for
Trio-Tech Malaysia and Trio-Tech Kuala Lumpur.
Singapore officers are credited with a compulsory contribution to
their central provident fund at a certain percentage of their base
salaries and bonuses in accordance with Singapore law. The
compulsory contribution with respect to Mr. Yong was 1.5% and 2.1%
for Fiscal 2022 and 2021, respectively.
|
|
|
|
|
|
|
(7)
|
A stock option covering 20,000 shares of Common Stock was granted
to Mr. Ting pursuant to the 2017 Director Plan on March 24, 2022.
The option vested immediately upon grant and will terminate five
years from the date of grant unless terminated sooner upon
termination of the optionee’s status as a director or otherwise
pursuant to the 2017 Directors Plan.
|
|
|
|
|
|
|
(8)
|
A stock option covering 20,000 shares of Common Stock was granted
to Mr. Ting pursuant to the 2017 Employee Plan on February 19,
2021. The option has a five-year term and vests over the period as
follows: 25% vesting on the grant date and the remaining balance
vesting in equal installments on the next three succeeding
anniversaries of the grant date.
|
|
|
|
|
|
|
(9)
|
The amount shown in the other compensation column for Mr. Ting for
Fiscal 2022 includes central provident fund contributions of
$6,534, car benefits $11,201, retirement benefits $62,546,
ex-gratia and unutilized leave payment $33,478 and director fees of
$4,268 for the service as a director for Trio-Tech Malaysia and
Trio-Tech Kuala Lumpur, which are 55% owned by the Company.
The amount shown in the other compensation column for Mr. Ting for
Fiscal 2021 includes central provident fund contributions of
$5,673, car benefits of $9,994 and director fees of $4,357 for
service as a director for Trio-Tech Malaysia and Trio-Tech Kuala
Lumpur.
Singapore officers are credited with a compulsory contribution to
their central provident fund at a certain percentage of their base
salaries and bonuses in accordance with Singapore law. The
compulsory contribution with respect to Mr. Ting was 4.1% and 3.6%
for Fiscal 2022 and 2021, respectively.
|
|
|
|
|
|
|
(10)
|
A stock option covering 1,500 shares of Common Stock was granted to
Mr. Lim pursuant to the 2017 Employee Plan on March 24, 2022. The
option has a five-year term and vests over the period as follows:
25% vesting on the grant date and the remaining balance vesting in
equal installments on the next three succeeding anniversaries of
the grant date.
|
|
|
|
|
|
|
(11)
|
The amount shown in the other compensation column for Mr. Lim for
Fiscal 2022 includes central provident fund contributions of
$5,826, car benefits $11,079 and director fees of $2,134 for the
service as a director for Trio-Tech Malaysia and Trio-Tech Kuala
Lumpur.
The amount shown in the other compensation column for Mr. Lim for
Fiscal 2021 includes central provident fund contributions of
$5,597, car benefits of $10,361 and director fees of $2,179 for
service as a director for Trio-Tech Malaysia and Trio-Tech Kuala
Lumpur.
Singapore officers are credited with a compulsory contribution to
their central provident fund at a certain percentage of their base
salaries and bonuses in accordance with Singapore law. The
compulsory contribution with respect to Mr. Lim was 5.5% and 5.3%
for Fiscal 2022 and 2021, respectively.
|
|
|
|
|
|
|
(12)
|
A stock option covering 1,500 shares of Common Stock was granted to
Ms. Soon pursuant to the 2017 Employee Plan on March 24, 2022. The
option has a five-year term and vests over the period as follows:
25% vesting on the grant date and the remaining balance vesting in
equal installments on the next three succeeding anniversaries of
the grant date.
|
|
|
|
|
|
|
(13)
|
The amount shown in the other compensation column for Ms. Soon for
Fiscal 2022 includes central provident fund contributions and
insurance premium amounting to $8,124, car benefits $6,675 and
director fees of $2,134 for the service as a director for Trio-Tech
Malaysia and Trio-Tech Kuala Lumpur.
The amount shown in the other compensation column for Ms. Soon for
Fiscal 2021 includes central provident fund contributions and
insurance premium amounting to $7,042, car benefits of $8,020 and
director fees of $2,179 for service as a director for Trio-Tech
Malaysia and Trio-Tech Kuala Lumpur.
Singapore officers are credited with a compulsory contribution to
their central provident fund at a certain percentage of their base
salaries and bonuses in accordance with Singapore law. The
compulsory contribution with respect to Ms. Soon was 6.7% and 5.6%
for Fiscal 2022 and 2021, respectively.
|
|
|
|
|
|
|
(14)
|
Mr. Ting resigned as the Company’s Chief Financial Officer and
Corporate Vice President in June 2022.
|
|
|
|
|
|
|
(15)
|
The amounts reported in this column represent annual cash bonus
awards paid in each year under our annual cash incentive program
for the financial performance of the Company in prior fiscal
year
|
Narrative Disclosure to Summary Compensation Table
Base Salary. Base salaries for Fiscal 2022 for Messrs. Yong,
Ting, Lim and Ms. Soon were $271,863, $158,848, $106,093 and
$99,166 respectively.
Bonuses. Bonuses paid in Fiscal 2022 for prior year efforts
for Messrs. Ting, Lim and Ms. Soon were $26,475, $8,731, and
$17,774 respectively.
Option Awards. Stock options are granted at 100% of the fair
market value of the Company’s Common Stock on the date of grant.
Awards of stock options are determined based on the Compensation
Committee’s subjective determination of amount of awards necessary,
as a supplement to an executive officer’s base salary, to retain
and motivate the executive officer. In Fiscal 2022, options
covering 28,000 shares were granted on March 24, 2022 pursuant to
the 2017 Employee Plan, which options vest over the period as
followings: 25% vesting on the grant date and the remaining balance
vesting in equal installments on the next three succeeding
anniversaries of the grant date. 20,000 shares were granted on
March 24, 2022 pursuant to the 2017 Director Plan which option
vested immediately upon grant and will terminate five years from
the date of grant unless terminated sooner upon termination of the
optionee’s status as a director or otherwise pursuant to the 2017
Directors Plan. In Fiscal 2021, options covering 2,000 and 60,000
shares were granted on December 8, 2020 and February 19, 2021
respectively pursuant to the 2017 Employee Plan, which options vest
over the period as followings: 25% vesting on the grant date and
the remaining balance vesting in equal installments on the next
three succeeding anniversaries of the grant date.
All Other Compensation. All other compensation includes
central provident fund contributions at a certain percentage of the
base salaries in accordance with Singapore law, car benefits and
director fees for service as a director for certain subsidiaries of
the Company.
The Company does not generally provide its executive officers with
payments or other benefits at, following, or in connection with
retirement. The Company does not have a nonqualified deferred
compensation plan that provides for deferral of compensation on a
basis that is not tax-qualified for its executive officers.
Outstanding Equity Awards at Fiscal Year-End
The following table provides information concerning shares of our
Common Stock covered by exercisable and unexercisable options held
by the Named Executive Officers as of June 30, 2022, our last
completed fiscal year end.
|
OUTSTANDING EQUITY AWARDS AT JUNE 30, 2022
|
|
|
|
Option Awards
|
|
|
|
Number of Securities Underlying
Unexercised Options
|
|
|
|
Number of Securities Underlying Unexercised Options
|
|
|
Option Exercise Price
|
|
Option Expiration
|
|
|
|
(#) Exercisable
|
|
|
|
(#) Unexercisable
|
|
|
|
($) |
|
Date
|
|
S. W. Yong
|
|
|
6,250 |
(1) |
|
|
|
18,750 |
|
|
$ |
7.76 |
|
3/23/2027
|
|
|
|
|
20,000 |
(2) |
|
|
|
20,000 |
|
|
$ |
5.27 |
|
02/18/2026
|
|
|
|
|
10,000 |
(3) |
|
|
|
10,000 |
|
|
$ |
2.53 |
|
03/24/2025
|
|
|
|
|
40,000 |
(4) |
|
|
|
- |
|
|
$ |
3.28 |
|
04/10/2024
|
|
|
|
|
40,000 |
(5) |
|
|
|
- |
|
|
$ |
5.98 |
|
03/22/2023
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victor H.M. Ting (9)
|
|
|
20,000 |
(8) |
|
|
|
- |
|
|
$ |
7.76 |
|
3/23/2027
|
|
|
|
|
20,000 |
(5) |
|
|
|
- |
|
|
$ |
5.98 |
|
09/30/2022(10)
|
|
|
|
|
20,000 |
(2) |
|
|
|
10,000 |
|
|
$ |
5.27 |
|
09/30/2022(10)
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hwee Poh Lim
|
|
|
375 |
(1) |
|
|
|
1,125 |
|
|
$ |
7.76 |
|
3/23/2027
|
|
|
|
|
5,000 |
(6) |
|
|
|
- |
|
|
$ |
3.75 |
|
12/03/2023
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siew Kuan Soon
|
|
|
375 |
(1) |
|
|
|
1,125 |
|
|
$ |
7.76 |
|
3/23/2027
|
|
|
|
|
- |
(7) |
|
|
|
1,000 |
|
|
$ |
3.73 |
|
12/07/2025
|
|
|
(1)
|
Stock option granted on March 24, 2022 pursuant to the 2017
Employee Plan, that will fully vest on March 23, 2025 (one-fourth
of the grant vested or will vest every year beginning on February
19, 2021).
|
|
|
|
|
|
|
(2)
|
Stock option granted on February 19, 2021 pursuant to the 2017
Employee Plan, that will fully vest on February 18, 2024
(one-fourth of the grant vested or will vest every year beginning
on February 19, 2021).
|
|
|
|
|
|
|
(3)
|
Stock option granted on March 25, 2020 pursuant to the 2017
Employee Plan, that will fully vest on March 24, 2023 (one-fourth
of the grant vested or will vest every year beginning on March 25,
2020).
|
|
|
|
|
|
|
(4)
|
Stock option granted on April 11, 2019 pursuant to the 2017
Employee Plan, that fully vested on April 10, 2022.
|
|
|
|
|
|
|
(5)
|
Stock option granted on March 23, 2018 pursuant to the 2017
Employee Plan, that fully vested on March 22, 2021.
|
|
|
|
|
|
|
(6)
|
Stock option granted on December 4, 2018 pursuant to the 2017
Employee Plan, that will fully vest on December 3, 2021 (one-fourth
of the grant vested or will vest every year beginning on December
4, 2018).
|
|
|
|
|
|
|
(7)
|
Stock option granted on December 8, 2020 pursuant to the 2017
Employee Plan, that will fully vest on December 7, 2023 (one-fourth
of the grant vested or will vest every year beginning on December
8, 2020).
|
|
|
(8)
|
Stock option granted on March 24, 2022 pursuant to the 2017
Director Plan, that vested immediately upon grant and will
terminate five years from the date of grant unless terminated
sooner upon termination of the optionee’s status as a director or
otherwise pursuant to the 2017 Directors Plan.
|
|
|
|
|
|
|
(9)
|
Mr. Ting resigned as the Company’s Chief Financial Officer and
Corporate Vice President in June 2022.
|
|
|
|
|
|
|
(10)
|
Stock option granted to Mr. Ting under 2017 Employee Plan expired
on September 30, 2022, 3 months after his resignation as Company’s
Chief Financial Officer.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth, as of September 30, 2022, certain
information regarding the beneficial ownership of the Common Stock
by (i) all persons known by the Company to be the beneficial owners
of more than 5% of its Common Stock, (ii) each of the directors of
the Company, (iii) each of the Named Executive Officers, and (iv)
all executive officers and directors of the Company as a group. To
the knowledge of the Company, unless otherwise indicated, each of
the shareholders has sole voting and investment power with respect
to shares beneficially owned, subject to applicable community
property and similar statutes.
|
Name
|
|
Amount of Shares
Owned Beneficially (1)
|
|
|
Percent
of Class (1)
|
|
| |
|
|
|
|
|
|
|
|
|
S. W. Yong (2)
|
|
|
646,318 |
|
|
|
15.4 |
%
|
|
A. Charles Wilson (3)
|
|
|
595,500 |
(4) |
|
|
13.9 |
%
|
|
Richard M. Horowitz (5)
|
|
|
455,364 |
|
|
|
10.9 |
%
|
|
Jason T. Adelman (6)
|
|
|
122,188 |
|
|
|
2.9 |
%
|
|
Victor H. M. Ting (7)
|
|
|
111,657 |
|
|
|
2.7 |
%
|
|
Hwee Poh Lim (8)
|
|
|
82,108 |
|
|
|
2.0 |
%
|
|
Siew Kuan Soon (9)
|
|
|
23,225 |
|
|
|
0.6 |
%
|
|
Anitha Srinivasan (10)
|
|
|
1,875 |
|
|
|
0.0 |
%
|
|
All Directors and Executive Officers as a group (8 persons)
|
|
|
2,038,235 |
(11) |
|
|
48.4 |
%
|
|
Renaissance Technologies LLC
|
|
|
247,569 |
(12) |
|
|
6.1 |
%
|
|
|
(1)
|
The percent of class is based upon 4,076,680 shares outstanding.
The number of shares indicated and the percentage shown for each
individual assumes the exercise of options that are presently
exercisable or may become exercisable within 60 days from September
30, 2022 which are held by that individual or by all executive
officers and directors as a group, as the case may be. The address
for each of the directors and executive officers above is in care
of the Company at Block 1008 Toa Payoh North Unit 03-09
Singapore.
|
|
|
(2)
|
Includes an aggregate of 116,250 shares of the Common Stock that
may be acquired upon the exercise of options which are presently
exercisable or which may become exercisable within 60 days from
September 30, 2022 at exercise prices from $2.53 to $7.76 per
share.
|
|
|
(3)
|
Includes an aggregate of 200,000 shares of the Common Stock that
may be acquired upon the exercise of options which are presently
exercisable at exercise prices from $2.53 to $7.76 per share.
|
|
|
(4)
|
The shares are held in a revocable family trust.
|
|
|
(5)
|
Includes an aggregate of 100,000 shares of the Common Stock that
may be acquired upon the exercise of options which are presently
exercisable at exercise prices from $2.53 to $7.76 per share.
|
|
|
(6)
|
Includes an aggregate of 100,000 shares of the Common Stock that
may be acquired upon the exercise of options that are presently
exercisable at exercise prices from $2.53 to $7.76 per share.
|
|
|
(7)
|
Includes an aggregate of 20,000 shares of the Common Stock that may
be acquired upon the exercise of options which are presently
exercisable or which may become exercisable within 60 days from
September 30, 2022 at exercise prices of $7.76 per share.
|
|
|
(8)
|
Includes an aggregate of 1,375 shares of the Common Stock that may
be acquired upon the exercise of options which are presently
exercisable or which may become exercisable within 60 days from
September 30, 2022 at an exercise price of $5.18 to $7.76 per
share.
|
|
|
(9)
|
Includes an aggregate of 875 shares of the Common Stock that may be
acquired upon the exercise of options which are presently
exercisable or which may become exercisable within 60 days from
September 30, 2022 at an exercise price of $5.18 to $7.76 per
share.
|
|
|
(10)
|
Includes an aggregate of 375 shares of the Common Stock that may be
acquired upon the exercise of options which are presently
exercisable or which may become exercisable within 60 days from
September 30, 2022 at an exercise price of $5.18 per share.
|
|
|
|
|
|
|
(11)
|
Includes an aggregate of 538,875 shares of the Common Stock that
may be acquired upon the exercise of options which are presently
exercisable or which may become exercisable within 60 days from
September 30, 2022 at exercise prices from $2.53 to $7.76 per
share.
|
|
|
(12)
|
Based on Form 13G filed by Renaissance Technologies LLC and
Renaissance Technologies Holdings Corporation on February 11, 2022.
The address of Renaissance Technologies is 800 Third Ave, New York,
NY 10022.
|
The Company does not know of any arrangements that may at a
subsequent date result in a change of control of the Company.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee selected Mazars LLP (“Mazars”) as the
independent registered public accounting firm for the fiscal year
ended June 30, 2022.
The following table shows the fees that we paid or accrued for
audit and other services provided by Mazars for Fiscal 2022 and
2021. All of the services described in the following fee table were
approved in conformity with the Audit Committee’s pre-approval
process.
|
|
|
2022
|
|
|
2021
|
|
|
Audit Fees
|
|
$ |
201,577 |
|
|
$ |
202,900 |
|
|
Tax Fees
|
|
|
11,051 |
|
|
|
10,720 |
|
|
All Other Fees
|
|
|
5,950 |
|
|
|
5,990 |
|
|
Total:
|
|
$ |
218,578 |
|
|
$ |
219,610 |
|
Audit Fees
The amounts set forth opposite “Audit Fees” above reflect the
aggregate fees billed by Mazars or to be billed for professional
services rendered for the audit of the Company’s Fiscal 2022 and
2021 annual financial statements and for the review of the
financial statements included in the Company’s quarterly reports
during such periods.
Tax Fees
The amounts set forth opposite “Tax Fees” above reflect the
aggregate fees billed for Fiscal 2022 and 2021 for professional
services rendered for tax compliance and return preparation. The
compliance and return preparation services consisted of the
preparation of original and amended tax returns and support during
the income tax audit or inquiries.
The Audit Committee’s policy is to pre-approve all audit services
and all non-audit services that our independent accountants are
permitted to perform for us under applicable federal securities
regulations. The Audit Committee’s policy utilizes an annual review
and general pre-approval of certain categories of specified
services that may be provided by the independent accountant, up to
pre-determined fee levels. Any proposed services not qualifying as
a pre-approved specified service, and pre-approved services
exceeding the pre-determined fee levels, require further specific
pre-approval by the Audit Committee. The Audit Committee has
delegated to the Chairman of the Audit Committee the authority to
pre-approve audit and non-audit services proposed to be performed
by the independent accountants. Since June 30, 2004, all services
provided by our auditors require pre-approval by the Audit
Committee. The policy has not been waived in any instance.
All Other Fees
The amounts set forth opposite “All Other Fees” above reflect the
aggregate fees billed for Fiscal 2022 and 2021 for professional
services rendered for the Information Technology (IT) audit. This
is to ensure rigorous IT controls in place for maintaining an
appropriate internal controls over financial reporting.
ADDITIONAL MEETING INFORMATION
Shareholder Proposals
Shareholders who wish to present proposals at the Annual Meeting to
be held following the end of the fiscal year ended June 30, 2023
should submit their proposals in writing to the Secretary of the
Company at the Company’s principal executive offices located at
Block 1008 Toa Payoh North, Unit 03-09 Singapore 318996. Rule 14a-8
requires that we receive such proposals not less than 120 days
prior to the one-year anniversary of the date of this Proxy
Statement, or by June 21, 2023, for inclusion in next year’s proxy
statement and proxy card. If a shareholder intends to present a
proposal at the next annual meeting of shareholders but does not
seek inclusion of that proposal in the proxy statement for that
meeting, the holders of proxies for that meeting will be entitled
to exercise their discretionary authority on that proposal if the
Company does not have notice of the proposal not more than 90 days
nor less than 60 days before the 2023 annual meeting of
shareholders.
Proxy Solicitation
The cost of soliciting the enclosed form of Proxy will be borne by
the Company. In addition, the Company will reimburse brokerage
firms and other persons representing beneficial owners of shares
for their expenses in forwarding solicitation material to such
beneficial owners. Directors, officers and regular employees of the
Company may, for no additional compensation, also solicit proxies
personally or by telephone, electronic transmission, telegram or
special letter.
Annual Report
The Company’s Annual Report is being made electronically available
with this Proxy Statement to shareholders entitled to notice of the
meeting. The Annual Report includes the consolidated financial
statements, unaudited selected consolidated financial data and
management’s discussion and analysis of financial condition and
results of operations.
Upon the written request of any shareholder, the Company will
provide, without charge, a copy of the Company’s Annual Report.
This request should be directed to the Corporate Secretary,
Trio‑Tech International, Block 1008 Toa Payoh North #03-09
Singapore 318996.
OTHER MATTERS
The shareholders and any other persons who would like to
communicate with the Board can access the website www.triotech.com
and fill in the contact form for any enquiries or information. The
form will be sent directly to the Secretary and the communications
for specified individual directors of the Board will be given to
them personally by the Secretary. In addition, the contact number
is listed on the website and the messages will be passed to the
Board accordingly.
At this time, the Board knows of no other business that will come
before the Annual Meeting. However, if any other matters properly
come before the Annual Meeting, the persons named as Proxy holders
will vote on them in accordance with their best judgment.
|
|
By Order of the Board of Directors
A. CHARLES WILSON
Chairman
|
Trio Tech (AMEX:TRT)
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Trio Tech (AMEX:TRT)
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