Xiaoyuan Zhang
About Xiaoyuan Zhang
Chief Financial Officer and Treasurer of Senmiao Technology Limited (AIHS) since September 17, 2018; age 37 per the 2025 proxy. She holds dual bachelor’s degrees in accounting and law from Southwestern University of Finance and Economics (China) and is a PRC Certified Public Accountant; prior experience includes audit roles at Ernst & Young Hua Ming LLP (Chengdu) auditing public companies across China, Hong Kong, and Singapore . Under her tenure, AIHS FY2025 revenue declined year over year while net losses narrowed modestly versus FY2024, reflecting ongoing restructuring of the business and deconsolidation of the online ride-hailing platform .
| Company Performance | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($) | $4,320,031 | $3,389,072 |
| Net loss from continuing operations ($) | $(3,854,206) | $(3,467,165) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ernst & Young Hua Ming LLP (Chengdu) | Senior Auditor and Assurance Manager | 2010–2018 | Audited several public companies (China/HK/SG) and large state-owned/foreign-invested enterprises; deepened capital markets and reporting expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Color Star Technology Co., Ltd. (Nasdaq: CSCW) | Director; Chair, Audit Committee | Jul 2019–Mar 29, 2021 | Oversight of financial reporting and audit processes at a U.S.-listed issuer |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $78,842 | $75,372 |
| Bonus ($) | — (none reported) | — (none reported) |
| Stock/Option Awards ($) | — | — |
| Current Contract Terms | Amount | Effective date | Notes |
|---|---|---|---|
| Base salary (annual) | RMB 540,000 (≈$78,620) | Sept 17, 2018 | Initial Zhang employment agreement; eligible for equity plans |
| Modified base salary (annual) | RMB 270,000 (≈$38,000) | Sept 1, 2024 | Board-ratified on Feb 11, 2025; payable monthly in arrears |
Performance Compensation
| Incentive type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (CFO) | Not disclosed | — | Not disclosed | Not disclosed; severance references a “pro-rated target annual bonus” for CoC/severance calculations | N/A |
| RSUs (2018 Equity Incentive Plan) | Time-based | — | N/A | Company-wide RSU grant dated Oct 29, 2020 (aggregate 127,273 RSUs) valued at $140,000; vests in four equal installments on Jan 29, 2021; Apr 29, 2021; Jul 29, 2021; Oct 29, 2021; full vest on change in control; settlement in shares upon vest/CIC/qualifying separation |
Notes:
- No CFO-specific performance metric weightings (revenue, EBITDA, TSR, ESG) are disclosed in the proxy or 10-K for FY2024–FY2025 .
Equity Ownership & Alignment
| As-of date | Total beneficial ownership | % of outstanding | Form | Vested vs. unissued | Pledging/Hedging |
|---|---|---|---|---|---|
| Mar 7, 2025 | 1,364 shares underlying 1,364 RSUs | <1% | RSUs | 341 RSUs vested; underlying shares not issued as of proxy date | Company policy prohibits short sales, hedging, and derivative transactions by insiders; pledging is generally prohibited except by pre-approved exception with demonstrated capacity to repay; trades require pre-clearance and are subject to blackout windows |
| Jul 7, 2025 | 1,364 shares underlying 1,364 RSUs | <1% | RSUs | 341 RSUs vested; underlying shares not issued as of report date | Same policies apply |
Program context:
- 2018 Equity Incentive Plan reserve increased to 1.8 million shares; as of Mar 31, 2025, an aggregate 30,379 RSUs (post-split) granted across participants; 3,182 RSUs vested but not issued; 750 RSUs forfeited; no new RSUs granted in FY2025/FY2024 .
- Outstanding investor warrants (not executive awards): 6,045,663 total as of Mar 31, 2025; company treats fair value changes as derivative liability (capital markets overhang, not executive equity) .
Employment Terms
| Term | Provision | Economics/Details |
|---|---|---|
| Agreement date/role | Zhang Agreement; CFO and Treasurer | Signed Sept 17, 2018; initial one-year term; automatic one-year renewals unless 30-day non-renewal notice |
| For-cause termination | No severance | Benefits cease except as required by law |
| Without-cause termination by Company | Cash severance | One month of base salary per full year of employment; half month for any remaining ≤6 months; capped at 12 months |
| Resignation for significant duty change or material salary reduction | Cash severance | 3 months of base salary |
| Change of control (CIC) termination by Company/successor | Cash + benefits + equity acceleration | Lump sum cash equal to 3 months of base salary (greater of current or immediately pre-termination salary) + lump sum cash equal to pro-rated target annual bonus for the prior year + 3 months of health plan premiums + 100% vesting of unvested equity awards |
| Covenants | Confidentiality; non-compete; non-solicit | Customary restrictions |
Performance & Track Record
- FY2025 revenue $3.39M vs. $4.32M in FY2024, primarily reflecting fewer automobiles on operating lease after business changes; loss from continuing operations narrowed to $(3.47)M from $(3.85)M YoY .
- Management reports going-concern uncertainty given continued losses, working capital deficit (~$3.0M), and dependence on external financing; also disclosed material weaknesses in internal control (accounting expertise, internal audit policies, IT general controls) .
Say-on-Pay & Shareholder Feedback
| Meeting date | Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|---|
| Apr 30, 2025 | Advisory vote on NEO compensation | 5,835,474 | 49,325 | 576 | Approved |
| Apr 30, 2025 | Frequency of say-on-pay | 3 years selected (5,383,046 votes for three years) | — | — | Board to hold triennial vote |
Risk Indicators & Red Flags
- Going concern risk and reliance on capital markets; potential need to curtail operations absent financing .
- Material weaknesses in internal control over financial reporting identified in FY2025 (accounting expertise, internal audit procedures, ITGCs) .
- Listing pressure and capital actions (e.g., reverse split) noted in 2025; Ms. Zhang, as CFO, signed related 8-Ks (indicative of role in capital structure actions) .
Investment Implications
- Pay-for-performance alignment: CFO compensation is predominantly fixed cash with relatively small time-based RSUs; no disclosed annual performance metric weightings or PSU framework—suggesting limited variable performance linkage at the CFO level .
- Retention economics: Severance provides modest protection (max 12 months base for no-cause; 3 months base plus pro‑rated target bonus and 100% equity acceleration for CIC termination), creating moderate retention but also an incentive-alignment trigger on change of control .
- Insider selling pressure: Minimal, given small beneficial ownership (1,364 RSUs; <1% of outstanding) and restrictive insider trading policies (pre-clearance, blackout periods, hedging/pledging limits), implying low near-term selling overhang from the CFO specifically .
- Execution risk: Company-level going concern and internal control weaknesses elevate execution risk under the finance function’s purview; stabilization of revenues and control remediation would be key indicators to monitor for improved pay-performance credibility and reduced risk premium .