Sichun Wang
About Sichun Wang
Independent director since November 8, 2018; age 37. Senior investment manager and financial controller at SWHY SDH Equity Investment Management since October 2016; former trust manager at JIC Trust (Feb–Apr 2016) and assistant manager at KPMG Huazhen (Sep 2011–Jan 2016). BA in Accounting (with honors) from Michigan State University; Certified Public Accountant (China). Serves as Audit Committee Chair; member of Compensation and Nominating & Corporate Governance committees; determined independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SWHY SDH Equity Investment Management | Senior Investment Manager & Financial Controller | Oct 2016 – present | Leads finance; involved in pre-IPO, M&A, secondary offerings |
| JIC Trust Company Limited | Trust Manager | Feb 2016 – Apr 2016 | Trust and financial company role |
| KPMG Huazhen | Assistant Manager | Sep 2011 – Jan 2016 | Audits of multiple companies; Bravo Award |
External Roles
| Organization | Type | Role | Public Company Board? |
|---|---|---|---|
| SWHY SDH Equity Investment Management | Private equity investment/management | Senior Investment Manager & Financial Controller | None disclosed in proxy |
No other public company directorships disclosed for Ms. Wang; prior experience is professional/operating roles, not outside public boards .
Board Governance
- Independence: Board determined Ms. Wang is independent under Nasdaq rules .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Attendance and engagement: In FY ended March 31, 2024, Board held 1 meeting; Audit 4; Compensation 1; Nominating 0. Each director attended ≥75% of aggregate Board and committee meetings on which they served .
- Board structure: CEO is Chair; no Lead Independent Director; three committees composed solely of independent directors .
- Shareholder support: At the April 30, 2025 annual meeting, Wang received 5,870,381 “For” votes and 14,994 “Withheld” (re-elected) .
| Committee | Role | Chair? |
|---|---|---|
| Audit Committee | Member | Yes (Chair) |
| Compensation Committee | Member | No |
| Nominating & Corporate Governance | Member | No |
Fixed Compensation
| Item | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $20,000 | Mr. Trent D. Davis receives $40,000; company expects to settle payment within Dec 2025 |
| Meeting Fees | None disclosed | Not specified in proxy |
| Committee Chair Fees | None disclosed | Not specified in proxy |
| Expense Reimbursement | Reasonable, pre-approved | Reimbursed for service-related expenses |
Performance Compensation
- Equity grants to directors: No RSUs issued to directors during FY 2024; accumulated vested RSUs (2,273) for directors remain unsettled, expected to be settled by issuance of shares by Dec 2025 .
- Company plan framework: The 2018 Equity Incentive Plan (amended April 19, 2024) permits RSUs, options, SARs, restricted stock, and performance awards with defined performance criteria; not specific to directors’ pay in FY 2024 .
| Performance Metric Category (Plan) | Included in Equity Plan? |
|---|---|
| Revenue | Yes |
| EBITDA/Earnings/EPS | Yes |
| Net Income | Yes |
| Cash/Cash Flow | Yes |
| Stock Price/Total Shareholder Return | Yes |
| Return measures (ROA/ROE/ROIC) | Yes |
| Market Share/Customer Satisfaction | Yes |
| Cost/Productivity/Expense ratios | Yes |
| Strategic plan, Safety, Employee retention | Yes |
FY 2024 director compensation for Ms. Wang did not include equity awards; performance metrics above reflect plan design, not awards granted to Ms. Wang in FY 2024 .
Other Directorships & Interlocks
| Organization | Relationship | Overlap/Interlock | Notes |
|---|---|---|---|
| Hunan Dingchentai Investment Co., Ltd. | Related party | Legal representative and GM is independent director Xiaojuan Lin (not Wang) | Office lease; rent expense $41,668 (FY 2024), $47,043 (FY 2023); oversight by Audit Committee chaired by Wang |
| Supervisor of Sichuan Senmiao (shareholder) | Related party | Office leases with subsidiary | Rental expense $96,614 (FY 2024), $177,414 (FY 2023) |
| Sichuan Jinkailong Automobile Leasing Co., Ltd. | Equity investee | Cooperation and fees | Promotion fees $11,115 (FY 2024), $95,804 (FY 2023) |
Expertise & Qualifications
- Accounting and auditing expertise; CPA in China; Michigan State University BA in Accounting (Honors) .
- Capital markets experience (pre-IPO, M&A, secondary offerings) .
- Designated Audit Committee Chair; audit committee members meet Rule 10A-3 independence standards .
Equity Ownership
| Item | Amount | As-of Date |
|---|---|---|
| Beneficial ownership (RSUs underlying common) | 4,849 RSUs (underlying 4,849 shares) | March 7, 2025 |
| Vested RSUs not settled | 455 | March 7, 2025 |
| Ownership percentage | Less than 1% | March 7, 2025 |
| Shares outstanding (record date) | 10,518,040 | March 7, 2025 |
No pledging, hedging, or options disclosed for Ms. Wang; the proxy presents RSUs and vesting status only .
Shareholder Voting & Engagement Signals
| Proposal/Item | Outcome | Votes/Details |
|---|---|---|
| Election of Directors (Wang) | Elected | For: 5,870,381; Withheld: 14,994 |
| Ratification of Auditor (Marcum Asia CPAs LLP) | Approved | For: 6,659,541; Against: 3,100; Abstain: 5,200 |
| Warrant exercise price adjustment flexibility (Rule 5635(d)) | Approved | For: 5,835,367; Against: 49,325; Abstain: 683 |
| Say-on-Pay | Approved | For: 5,835,474; Against: 49,325; Abstain: 576 |
| Say-on-Frequency | Three years selected | One year: 501,823; Two years: 6; Three years: 5,383,046; Abstain: 500 |
Governance Assessment
- Strengths: Independent audit chair with accounting/audit credentials; audit committee pre-approves related party transactions and auditor services; all committee members independent under Rule 10A-3 . Board and committee attendance ≥75% in FY 2024; shareholder support for director re-election and say-on-pay was strong .
- Watch items: No Lead Independent Director while CEO is Board Chair; Board met only once in FY 2024; limited committee activity (Compensation met once; Nominating did not meet) may constrain oversight cadence . Related-party transactions include office leases with a company led by another independent director and with a shareholder-affiliated supervisor; Wang’s audit committee role makes her a gatekeeper for potential conflicts—continued scrutiny warranted .
- Compensation alignment: Director pay is modest cash retainer ($20,000) with no FY 2024 equity grants; accumulated vested RSUs remain unsettled until expected issuance by Dec 2025, which may delay ownership alignment optics .
Executive sessions of independent directors are scheduled regularly, which supports independent oversight; however, absence of a Lead Independent Director is a governance gap to monitor .