Guohan Li
About Guohan Li
Guohan Li (age 42) is an independent director of Bayview Acquisition Corp (BAYA) and serves as Audit Committee Chair. He is a CICPA charter holder with a Bachelor’s in Accounting from Shenzhen University, and over a decade of public accounting and tax practice experience. His board term is in Class III, expiring at the third annual meeting, though BAYA may defer annual meetings until after its business combination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shenzhen Yida Certified Public Accountants Co., Ltd. | Partner | 2011–present | Public accounting leadership |
| Shenzhen Yida Shanhe Certified Public Tax Agent Co. Ltd. | Partner | 2011–present | Tax practice leadership |
| Shenzhen Zhengda Huaming Accounting Firm | Senior Manager | 2004–2011 | Audit/assurance management |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| CICPA (Chinese Institute of Certified Public Accountants) | Charter holder | — | Professional credential |
Board Governance
- Committee assignments:
- Audit Committee: Chair; members include Wei Lu and John DeVito. Li is designated as the “audit committee financial expert” and all members are independent under Nasdaq/SEC rules .
- Compensation Committee: Member; chaired by Wei Lu; comprised solely of independent directors .
- Independence: Board determined Li is an independent director under Nasdaq standards .
- Board classification: Class III director (term expires at third annual meeting); BAYA may defer annual meetings until post-combination .
- Nominating process: No standing nominating committee; majority of independent directors recommend nominees; shareholder nominations follow Articles procedures .
- Audit Committee charter highlights: oversight of auditor selection/independence, related-party transaction review, audit partner rotation, and compliance/legal review .
Fixed Compensation
| Component | Status | Notes |
|---|---|---|
| Annual retainer (cash) | None (pre-business combination) | BAYA discloses no cash compensation to officers/directors prior to a business combination |
| Committee chair/member fees | None (pre-business combination) | No fees; only expense reimbursement |
| Meeting fees | None (pre-business combination) | Not paid |
| Expense reimbursement | Allowed | Out-of-pocket expenses reimbursed; reviewed quarterly by Audit Committee |
Performance Compensation
| Metric/Instrument | Status | Terms/Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed (pre-BC) | No equity awards disclosed for directors |
| Options | None disclosed (pre-BC) | — |
| Performance metrics (Revenue/EBITDA/TSR/ESG) | Not applicable (pre-BC SPAC) | SPAC directors not paid performance incentives pre-BC |
| Clawback policy | Adopted | Company clawback applies to executive officers for restatements; governance positive even if not directly covering director pay |
Other Directorships & Interlocks
- No other public company directorships disclosed for Guohan Li; his background is in public accounting and tax practice .
- Compensation Committee interlocks: None disclosed; no officers served on compensation committees of other entities in past year .
Expertise & Qualifications
- Accounting/audit expertise: Partner-level public accounting and tax experience; designated audit committee financial expert .
- Independence and governance: Independent status; chairs Audit Committee overseeing auditor independence and related-party review .
- Technical credentials: CICPA charter holder; Bachelor’s in Accounting .
Equity Ownership
| Metric | Aug 2024 (DEF 14A) | May 2025 (DEF 14A) | Nov 2025 (PRE 14A) |
|---|---|---|---|
| Shares beneficially owned (Guohan Li) | None | None | None |
| Ownership % of outstanding | 0% | 0% | 0% |
| All directors/officers as a group | 1,500,000 founder shares (via sponsors) | 1,732,500 shares (via sponsors) | 1,732,500 shares (via sponsors) |
| Notes | Founder shares are held by sponsors (Peace Investment Holdings Ltd., Bayview Holding LP); individual directors (including Li) show no direct beneficial ownership |
Governance Assessment
- Positives:
- Audit Committee chaired by an audit financial expert; strong oversight structure per charter (auditor independence, related-party transactions, legal/compliance) .
- Independent status and committee composition align with Nasdaq and SEC requirements .
- No director cash or equity compensation pre-transaction reduces pay-for-performance misalignment risk typical in operating companies .
- Adoption of an exchange-compliant clawback policy for executive officers indicates proactive governance controls .
- Watch items/possible conflicts:
- Corporate opportunity waiver and SPAC-related multi-entity obligations may create theoretical conflicts (directors may present opportunities to other entities; company renounces certain opportunities), requiring vigilant Audit Committee oversight on related-party dealings .
- No disclosed share ownership for Li signals limited “skin-in-the-game” alignment compared to sponsor-held founder shares; alignment rests on fiduciary duties and committee governance rather than equity exposure .
- Not disclosed:
- Director meeting attendance rates, executive session frequency, and any pledging/hedging policies for directors were not disclosed in available filings .
Overall, Li’s audit expertise and independent leadership on key committees enhance board effectiveness in a SPAC context, while structural SPAC features (sponsor control of founder shares, corporate opportunity waiver) necessitate continued transparency and robust committee-level controls to mitigate conflicts .