A. CHARLES WILSON - Corporate Board Profile

TRIO-TECH INTERNATIONAL

Filing Date	Source Excerpt
2001-10-26	Mr. Wilson, age 77, has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Paper Products, Inc. and Chairman of Daico Industries, Inc., as well as an attorney admitted to practice law in California. During Fiscal 2001, Mr. Wilson, the other non-employee director, received quarterly fees in an amount equal to $4,500 for each quarter in which he attended a Board meeting and an annual fee of $15,000.
2002-10-24	Mr. Wilson, age 78, has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Paper Products, Inc. and Chairman of Daico Industries, Inc., as well as an attorney admitted to practice law in California. During Fiscal 2002, Mr. Wilson, the other non-employee director, received quarterly fees in an amount equal to $4,500 for each quarter in which he attended a Board meeting and an annual fee of $15,000.
2003-10-21	Mr. Wilson, age 79, has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. ... The Board has a standing Compensation Committee, which currently consists of all of the directors, namely S. W. Yong, Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson. ... The Board has a standing Audit Committee, which currently consists of A. Charles Wilson, Chairman, and Jason T. Adelman and Richard M. Horowitz. ... During the fiscal year ended June 2003, Mr. Wilson, the other non-employee director and Chairman of the Board, received quarterly fees in an amount equal to $4,500 for each quarter in which he attended a Board meeting and an annual fee of $15,000.
2004-10-25	Mr. Wilson, age 80, has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Paper Products, Inc. and Chairman of Daico Industries, Inc., as well as an attorney admitted to practice law in California. Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chair of the Compensation Committee, received quarterly fees in an amount equal to $12,500 for each quarter in which he attended a Board meeting.
2005-10-21	Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chair of the Compensation Committee, received quarterly fees in an amount equal to $12,500 for each quarter in which he attended a Board meeting. The directors were also reimbursed for out-of-pocket expenses incurred in attending meetings.
2006-10-25	Mr. Wilson has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Paper Products, Inc. and Chairman of Daico Industries, Inc., as well as an attorney admitted to practice law in California. The Board has a standing Compensation Committee, which currently consists of three independent directors, namely Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Compensation Committee determines salary and bonus arrangements. The Compensation Committee met four times during the past fiscal year. The Board has a separately designed standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members thereof consist of Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Board of Directors has determined that the Audit Committee has at least one financial expert, namely A. Charles Wilson. The Board of Directors 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 121(A) of the listing standards of the American Stock Exchange. Pursuant to its written charter, which charter was adopted by the Board of Directors, 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 five meetings during the fiscal year ended June 30, 2006. Each of the members of the Audit Committee satisfies the independence standards specified in Section 121(A) of the AMEX listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. During the fiscal year ended June 30, 2006, Messrs. Horowitz and Adelman, as non-employee directors, each received quarterly fees in an amount equal to $1,500 for each Board meeting attended and $1,000 for each Audit Committee meeting attended, and an annual fee of $5,000. The Compensation Committee meeting is usually held following the Audit Committee meeting. Hence, no additional fees are paid to the committee members for attendance thereat. Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chair of the Compensation Committee, received quarterly fees in an amount equal to $12,500 for each quarter in which he attended a Board meeting. The directors were also reimbursed for out-of-pocket expenses incurred in attending meetings. The Company believes that the director fees paid to its directors were substantially less than the fees paid to directors of comparable public companies. On September 22, 2005, the Compensation Committee approved the payment of the following bonuses to all the directors based on the sale of the Ireland property. While Mr. Yong was already entitled to a bonus in his capacity as an officer of the Company, he agreed to take his bonus based on profits from the Ireland sale on an after-tax basis rather than a bonus on pre-tax profits of the Company for the year as called for under his bonus arrangement. A. Charles Wilson Director 2.5% on the net proceeds on sale of the Ireland property.
2007-10-24	Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chairman of the Compensation Committee, received quarterly fees in an amount equal to $12,500 for each of the three quarters in which he attended a Board meeting and an annual fee of $12,500. The directors were also reimbursed for out-of-pocket expenses incurred in attending meetings. On July 16, 2007, the Committee reviewed the Company’s overall performance and, in recognition of directors’ contributions, it was determined to give a cash bonus of $40,000 to the Chairman of the Board. The following table contains information on compensation for our non-employee members of our Board of Directors during 2007. A. Charles Wilson: Total ($) 90,000.
2008-10-23	Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chairman of the Compensation Committee, received quarterly fees in an amount equal to $16,000 for each the three quarters in which he attended a Board meeting and a fee of $8,000 for service on the various committee meetings of which he is a member. The following table contains information on compensation for our non-employee members of our Board of Directors during fiscal 2008. A. Charles Wilson: Total $167,000.
2009-10-28	Mr. Wilson has served as a Director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Packaging Solutions, Inc. and Chairman of Daico Industries, Inc., as well as an attorney admitted to practice law in California. The Compensation Committee, which currently consists of the three independent directors, namely Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Audit Committee members consist of Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chairman of the Compensation Committee, received quarterly fees in an amount equal to $8,000 for each of the three quarters in which he attended a Board meeting and a fee of $8,000 for service on the various committee meetings of which he is a member. The following table contains information on compensation for our non-employee members of our Board of Directors during fiscal 2009. A. Charles Wilson (2) Fees Earned or Paid in Cash ($) 32,000 Option Awards ($)(1) 113,200 Total ($) 145,200.
2010-10-28	Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chairman of the Compensation Committee, received $8,000 in quarterly fees for the first quarter in which he attended a Board meeting, quarterly fees in an amount equal to $10,000 for the second and the third quarter in which he attended a Board meeting and a fee of $10,000 for service on the various committee meetings of which he is a member.
2011-10-17	Mr. Wilson, as a non-employee director, Chairman of the Board, Chair of the Audit Committee and Chairman of the Compensation Committee, received $10,000 in quarterly fees for the first and second quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member, and quarterly fees in an amount equal to $16,000 for the third and the fourth quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member. The directors were also reimbursed for out-of-pocket expenses incurred in attending meetings. The following table contains information on compensation for our non-employee members of our Board of Directors during fiscal 2011. A. Charles Wilson (2) Fees Earned or Paid in Cash ($): 52,000 Option Awards ($)(1): 135,000 Total ($): 187,000
2012-10-19	Mr. Wilson, as a non-employee director, Chairman of the Board, Chairman of the Audit Committee and Chairman of the Compensation Committee, received $16,000 in quarterly fees for each quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member. The following table contains information on compensation for our non-employee members of our Board of Directors during fiscal 2012. A. Charles Wilson (2) Fees Earned or Paid in Cash ($) 64,000 Option Awards ($)(1) 27,750 Total ($) 91,750
2013-10-25	Mr. Wilson, as a non-employee director, Chairman of the Board, Chairman of the Audit Committee and Chairman of the Compensation Committee, received $16,000 in quarterly fees for each quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member. On March 18, 2013, pursuant to the 2007 Directors Plan, Mr. Wilson was granted an option to purchase 5,000 shares of Common Stock. The total compensation for fiscal year ended June 30, 2013 was $69,550.
2014-10-24	Mr. Wilson has served as a director of Trio-Tech since 1966, and was President and Chief Executive Officer of the Company from 1981 to 1989. In 1989, he was elected Chairman of the Board. Mr. Wilson is also Chairman of the Board of Ernest Packaging Solutions, Inc. and Chairman of Daico Industries, Inc. as well as an attorney admitted to practice law in California and a business consultant. The Board has a standing Compensation Committee, which currently consists of the three independent directors, namely Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Compensation Committee determines salary and bonus arrangements. The Compensation Committee met 3 times during the fiscal year ended June 30, 2014. The Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members thereof consist of Messrs. Jason T. Adelman, Richard M. Horowitz and A. Charles Wilson, Chairman. The Board of Directors has determined that the Audit Committee has at least one financial expert, namely A. Charles Wilson. The Board of Directors 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 MKT. During the fiscal year ended June 30, 2014, Richard M. Horowitz and Jason Adelman, as non-employee directors, received quarterly fees in an amount equal to $7,500 for each quarter in which they attended Board and/or Committee meetings and for service on the various committee meetings of which they are a member. Mr. Wilson, as a non-employee director, Chairman of the Board, Chairman of the Audit Committee and Chairman of the Compensation Committee, received $16,000 in quarterly fees for each quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member. The directors were also reimbursed for out-of-pocket expenses incurred in attending meetings. The following table contains information on compensation for our non-employee members of our Board of Directors for the fiscal year ended June 30, 2014. DIRECTOR COMPENSATION Name Fees Earned or Paid in Cash ($) Option Awards ($)(1) Total ($) A. Charles Wilson (2) 64,000 72,200 136,200
2015-10-27	A. Charles Wilson, as a non-employee director, Chairman of the Board, Chairman of the Audit Committee and Chairman of the Compensation Committee, received $16,000 in quarterly fees for each quarter in which he attended a Board meeting and for service on the various committee meetings of which he is a member. The following table contains information on compensation for our non-employee members of our Board of Directors for the fiscal year ended June 30, 2015. A. Charles Wilson (2) Fees Earned or Paid in Cash ($): 64,000, Option Awards ($): 95,250, Total ($): 159,250.
2016-10-11	A. Charles Wilson, age 92, Chairman of the Board of Trio-Tech International. He is Chairman of the Audit Committee and Chairman of the Compensation Committee. He received $16,000 in quarterly fees for each quarter and for service on the various committees. Total compensation for fiscal year ended June 30, 2016 was $150,500.
2017-10-16	A. Charles Wilson, as a non-employee director, Chairman of the Board, Chairman of the Audit Committee and Chairman of the Compensation Committee, received $16,000 in quarterly fees for each quarter and for service on the various committees of which he is a member. The following table contains information on compensation for our non-employee members of our Board of Directors for the fiscal year ended June 30, 2017. A. Charles Wilson: Fees Earned or Paid in Cash ($) 64,000, Option Awards ($) 31,000, Total ($) 95,000.
2019-10-24	A. Charles Wilson, age 95, Chairman of the Board of Trio-Tech International. He is Chairman of the Audit Committee and Chairman of the Compensation Committee. He received $17,500 in quarterly fees for each quarter and for service on the various committees. Total compensation for fiscal year ended June 30, 2019 was $109,600.
2020-10-27	A. Charles Wilson (2) The total number of shares underlying option awards held by Mr. Wilson outstanding as of June 30, 2020 were 222,000. During the fiscal year ended June 30, 2020, 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 following table contains information on compensation for our non-employee members of our Board of Directors for the fiscal year ended June 30, 2020. A. Charles Wilson received $72,000 in fees earned or paid in cash and $40,400 in option awards, totaling $112,400.
2021-10-20	A. Charles Wilson, age 97, Chairman of the Board of Trio‑Tech International. He is Chairman of the Board, Chairman of the Audit Committee and Chairman of the Compensation Committee. He received $18,000 in quarterly fees for each quarter and for service on the various committees. Total compensation for fiscal year ended June 30, 2021 was $143,600.
2022-10-20	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. ... 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. ... DIRECTOR COMPENSATION table shows total compensation of $213,200 for Fiscal 2022.