Wei Lu
About Wei Lu
Wei Lu is an independent director of Bayview Acquisition Corp (BAYA), appointed on March 21, 2024 as a Class II director with his initial term expiring at the Company’s second annual meeting; the Board determined he is independent under Nasdaq rules, and he entered into the Company’s standard indemnification agreement . He serves on the Audit Committee and is chair of the Compensation Committee; BAYA discloses that none of its directors, including Mr. Lu, receive cash compensation prior to a business combination and no relationships requiring disclosure under Item 404(a) were identified for Mr. Lu . Background details such as age and education are not provided in available company filings .
Board Governance
Committee assignments and term
| Item | Detail | Citation |
|---|---|---|
| Board Class | Class II | |
| Initial Term Expiry | Second annual meeting | |
| Independence Status | Independent under Nasdaq rules | |
| Audit Committee | Member | |
| Compensation Committee | Chair | |
| Indemnification Agreement | Standard director indemnification entered |
- Audit Committee charter requirements include meeting at least once every financial quarter and reviewing related party transactions, consistent with the company’s Articles and exchange/SEC requirements .
- The company’s Articles state directors may be reimbursed for out-of-pocket expenses incurred in connection with activities on behalf of the Company .
- The company’s Articles include indemnification provisions for directors, subject to applicable law and good faith conduct .
Fixed Compensation
| Component | Policy/Amount | Citation |
|---|---|---|
| Annual Cash Retainer | None prior to Business Combination | |
| Committee Membership Fees | None prior to Business Combination | |
| Committee Chair Fees | None prior to Business Combination | |
| Meeting Fees | None prior to Business Combination | |
| Expense Reimbursement | Permitted for properly incurred out-of-pocket expenses | |
| Cash Compensation Disclosure | “None of our directors, including Mr. Lu, receive any cash compensation” |
Performance Compensation
| Component | Detail | Citation |
|---|---|---|
| Equity Awards (RSUs/PSUs/Options) | No director equity awards disclosed; Wei Lu shows no beneficial ownership in proxy tables (“–”) | |
| Performance Metrics (Revenue/EBITDA/TSR/ESG) | Not disclosed for directors | |
| Change-in-Control/Severance | Not disclosed for directors | |
| Clawbacks/Tax Gross-ups | Not disclosed for directors |
Equity Ownership
| Metric | Value | Citation |
|---|---|---|
| Shares Beneficially Owned by Wei Lu | – (none listed) | |
| Ownership % | – (not shown) | |
| Shares Outstanding (Record Date) | 5,441,511 | |
| Pledged/Hedged Shares | Not disclosed |
- Beneficial ownership tables in the 2024 and 2025 proxies list Wei Lu with “–” (no reported holdings) .
- Context: On the 2025 proxy record date, the Company had 5,441,511 shares outstanding (3,709,011 Public Shares; 1,500,000 Founder Shares; and 232,500 shares underlying Private Placement Units) .
Other Directorships & Interlocks
- No other public company directorships, roles, or interlocks for Wei Lu are disclosed in the Company’s filings reviewed .
Governance Assessment
- Independence and roles: Mr. Lu is independent under Nasdaq rules and chairs the Compensation Committee while serving on the Audit Committee, concentrating oversight in pay and financial controls .
- Compensation alignment: SPAC structure prohibits cash pay to directors before a business combination; BAYA further confirms no cash compensation for directors, including Mr. Lu, which minimizes pay-related conflicts but may limit traditional pay-for-performance alignment prior to a deal .
- Ownership alignment: Proxy tables show no disclosed beneficial ownership by Mr. Lu, indicating limited “skin in the game” as of the filing dates .
- Related-party safeguards: Mr. Lu had no relationships requiring disclosure under Item 404(a); audit committee responsibilities include ongoing review of related party transactions, supporting conflict mitigation .
- SPAC-specific incentives context: The Company highlights distinct interests of initial shareholders in completing a business combination; while this generally applies to sponsors and certain insiders, the proxy tables do not show holdings for Mr. Lu, reducing direct sponsor-related conflicts for him .
RED FLAGS
- Low ownership alignment: No reported share ownership for Mr. Lu in proxy tables; absent equity holdings can signal limited direct economic alignment pending a business combination .
- SPAC incentive asymmetry: The Company discloses different interests of initial shareholders in consummating a business combination; investors should monitor whether committee oversight (Compensation and Audit) adequately counterbalances sponsor-driven incentives in transaction evaluation .
Notes on Attendance and Engagement
- Board/committee attendance rates and engagement specifics are not disclosed in reviewed filings; Audit Committee is required to meet at least quarterly per Articles .
Sources Reviewed
- DEF 14A (Proxy) dated May 12, 2025: beneficial ownership, proposals, capital structure, Articles references .
- DEF 14A (Proxy) dated August 26, 2024: beneficial ownership and Articles of the Company (committee requirements, remuneration, meetings, permissible interests, audit) .
- 8-K dated March 27, 2024 (Item 5.02): Appointment, independence status, committee roles, indemnification, and compensation disclosure .