Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2023, the board of directors (the "Board") of Energy Focus, Inc.
(the "Company") appointed Wen-Jeng Chang as a director of the Company, effective
immediately. As previously disclosed, Mr. Chang is the second of two nominees
the Company agreed to appoint to the Board pursuant to a securities purchase
agreement dated January 17, 2023 with certain purchasers associated with Sander
Electronics, Inc. The Board affirmatively determined that, at the time of his
appointment, Mr. Chang is an independent director under the corporate governance
standards of the Nasdaq Stock Market LLC ("Nasdaq").
Mr. Chang, 59, is an experienced finance executive and mergers & acquisition
specialist. Mr. Chang has served in Yuanta Commercial Bank for 25 years,
including as the Chief Representative of the Hong Kong representative office,
Vice President of the offshore banking branch and the Director of the
international business division of Yuanta Commercial Bank. Mr. Chang holds a
bachelor's degree of diplomacy from National Cheng Chi University and a MBA
degree from George Washington University. Mr. Chang also holds advanced
certifications in corporate governance, sustainability accounting,
cybersecurity, and resilience. He is currently a director of Formosa Hotel Co.
Ltd. and previously served as a member of the board directors of the Yuanta
Savings Bank Philippines, Inc.
Mr. Chang was not appointed to any committees of the Board at this time. Mr.
Chang will participate in the Company's standard director compensation program
for non-employee directors, which is described on page 37 of the Company's Proxy
Statement for its 2022 annual meeting of stockholders, which was filed with the
Securities and Exchange Commission on April 13, 2022. There are no related
persons transactions involving Mr. Chang that would require disclosure pursuant
to Item 404(a) of Regulation S-K.
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