Jie Gao
About Jie Gao
Jie Gao (age 46) has served on the board of Senmiao Technology Limited (AIHS) since November 8, 2018; she is the General Manager of Hunan Ruixi, AIHS’s majority-owned subsidiary, since February 2018 and Executive Director of Ruixi Leasing since April 2018, with an associate’s degree from Hunan University of Commerce . AIHS’s board identifies three independent directors (Davis, Lin, Wang); Jie Gao is not listed as independent and is not on any board committee; the board reported each director attended at least 75% of board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hunan Ruixi (majority-owned subsidiary of AIHS) | General Manager | Feb 2018 – present | Operational leadership over subsidiary |
| Ruixi Leasing (wholly owned sub of Hunan Ruixi) | Executive Director | Apr 2018 – present | Governance role within subsidiary |
| Guangdong Hu Mao Sheng Tang Fund Management Co., Ltd. | Executive Director | May 2017 – Jan 2018 | Established and managed finance/investment dept. |
| Resgreen Biotechnology Group Co., Ltd. | Project Director, Finance & Investment Dept. | Oct 2003 – Mar 2017 | Led finance/investment projects |
| Various electronic technology companies (Changsha, Hunan) | Administrative positions | Not disclosed | Early administrative experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships reported for Jie Gao |
Board Governance
- Board independence: AIHS has three independent directors (Trent D. Davis, Xiaojuan Lin, Sichun Wang); Jie Gao is not categorized as independent .
- Committees: Audit (Wang chair; members Lin, Davis, Wang), Compensation (Lin chair; members Lin, Wang, Davis), Nominating & Corporate Governance (Lin chair; members Lin, Wang, Davis). Jie Gao is not on any committee .
- Attendance: Each director attended ≥75% of board and applicable committee meetings in FY2024; Board met once, Audit met four times, Compensation met once, Nominating met zero times .
- Board leadership: CEO Xi Wen serves as Chair; AIHS has no Lead Independent Director, though independent directors meet regularly in executive sessions .
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Annual director retainer (cash) | $20,000 | Standard for all directors except Mr. Davis ($40,000); payment expected to be settled by Dec 2025 |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| Committee membership/chair fees | Not disclosed | No separate committee fees disclosed |
| Equity grants in FY2024 | None | Company did not issue RSUs to directors during FY2024 |
Performance Compensation
- No performance-based metrics (e.g., revenue/EBITDA/TSR/ESG) tied to director compensation are disclosed; director comp appears purely fixed retainer plus prior RSUs with time-based vesting .
| Performance Metric | Target | Actual | Payout |
|---|---|---|---|
| None disclosed for directors | — | — | — |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed for Jie Gao | — | — | No external public boards disclosed |
Board-level related party exposure: Hunan Dingchentai Investment Co., Ltd. leased office space to AIHS’s subsidiary; Dingchentai is a company where independent director Xiaojuan Lin serves as legal representative/general manager. FY2024 rent expense ~$41,668 and ~$47,043 in FY2023; this is reviewed under AIHS’s related party policy (audit committee approval required) .
Expertise & Qualifications
- Business management, investment and finance leadership across fund management and biotech sectors; operational leadership of AIHS subsidiaries .
- Education: associate’s degree in hotel secretary from Hunan University of Commerce (Changsha, Hunan, China) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 4,849 RSUs | All RSUs; underlying shares not yet issued as of proxy date |
| Vested vs. unvested | 455 RSUs vested; remainder unvested | Vested RSUs accounted as expense; shares expected to be issued by Dec 2025 |
| % of shares outstanding | ≈0.046% | 4,849 RSUs / 10,518,040 shares outstanding |
| Options exercisable/unexercisable | None disclosed | No options shown in director ownership |
| Pledged shares | None disclosed | No pledging disclosed |
| Ownership guidelines | Not disclosed | No director ownership policy details disclosed for directors |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Say-on-Pay) | 5,835,474 | 49,325 | 576 | Approved |
| Frequency of Say-on-Pay | One year: 501,823 | Two years: 6 | Three years: 5,383,046 | Abstentions: 500 |
| Auditor Ratification (Marcum Asia CPAs LLP) | 6,659,541 | 3,100 | 5,200 | Approved |
Governance Assessment
- Independence and role: Jie Gao is not classified as an independent director and holds management roles at AIHS subsidiaries (Hunan Ruixi and Ruixi Leasing), which can limit board independence and create management representation on the board; she is not on any committees that oversee audit, compensation, or governance .
- Attendance: Board reports solid attendance (≥75%), supporting engagement, but with only one full board meeting in FY2024 and no Nominating Committee meetings, oversight cadence is modest .
- Board structure: CEO/Chair combination with no Lead Independent Director may constrain independent oversight; independent directors meet in executive session, partially mitigating this risk .
- Compensation and alignment: Director pay is a fixed $20,000 retainer, with previously granted RSUs; Jie Gao’s ownership is small (~0.046% of outstanding), offering limited alignment via equity; no performance-based director pay is disclosed .
- Related party exposure: A board-level related party office lease involves a company led by independent director Xiaojuan Lin; although reviewed under related party policies, this is a governance sensitivity requiring continued audit committee oversight and clear disclosure of approvals .
- Shareholder feedback: Strong support for say-on-pay and auditor ratification signals investor confidence in compensation structures for executives; however, director compensation structure for non-executives (including Jie Gao) lacks performance linkage .
RED FLAGS
- Non-independence: Jie Gao is not independent and is a senior subsidiary executive while serving on the parent board (conflict/oversight risk) .
- Board leadership: CEO also Chair; absence of Lead Independent Director .
- Related-party transactions: Office lease with entity led by a sitting independent director (requires robust audit committee controls and transparency) .
- Limited performance linkage: No disclosed performance metrics for director compensation; equity holdings are small, potentially limiting long-term alignment .