Xin Wang

About Xin Wang

Xin Wang (age 46) serves as Chief Executive Officer and Director of Bayview Acquisition Corp (BAYA). She has been listed as CEO/director in company filings since at least December 14, 2023, and continues in the role per the FY 2024 10-K . Her background includes venture investing and law: Venture Partner at Bohai Harvest RST (Shanghai) Equity Investment Management since January 2015, director at Atomic47 since April 2019, and earlier associate roles at international law firms; she holds a B.Comm (McGill) and JD (Boston University School of Law) . As a SPAC, BAYA is a shell with no operations or revenues to date, so traditional TSR/revenue/EBITDA performance metrics are not applicable pre-business combination .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Note: No RSUs, PSUs, options or other equity incentive awards to Xin Wang are disclosed pre‑business combination; any officer compensation post‑combination would be set by the combined company’s board or its compensation committee and disclosed at that time .

Equity Ownership & Alignment

• Founder/private placement securities are subject to transfer restrictions: 50% locked until the earlier of (A) six months after de‑SPAC or (B) when the share price equals/exceeds $12.50 for any 20 trading days within a 30‑day period; remaining 50% locked for six months after de‑SPAC (subject to earlier release upon certain transactions) .
• No pledging or hedging by Xin Wang is disclosed; no stock ownership guidelines are disclosed for directors/executives .

Employment Terms

• Employment agreement: No employment or severance agreements for Xin Wang are disclosed; pre‑business combination BAYA pays no salaries/bonuses and only reimburses expenses .
• Change‑of‑control: No executive severance/change‑of‑control payments are disclosed at the SPAC level; post‑combination compensation would be determined by the combined company .
• Indemnification: A form of indemnity agreement is among the exhibits filed at IPO close, indicating standard director/officer indemnification .
• Insider Letter/Lock‑ups: Executed at IPO among the company, sponsors, and insiders; governs certain obligations and transfers (including founder share arrangements) .

Performance & Track Record

• Strategic actions: BAYA signed a merger agreement with Oabay Inc. in June 2024 and later amended it; Xin Wang signed on behalf of BAYA, evidencing ongoing de‑SPAC efforts . An earnout structure for target shareholders ties up to 6,000,000 earnout shares to revenue thresholds (RMB 436m in 2024, RMB 583m in 2025; 1,019m combined), which could influence post‑combination incentives if management participates in equity post‑close (not disclosed for Xin) .
• Operating baseline: As a SPAC/shell, BAYA had no operations or revenues during the review period; thus, corporate operating KPIs under Xin’s tenure are not applicable pre‑close .

Board Governance

• Roles: Xin Wang is CEO and a Director; the Chairperson is Yuk Man Lau (i.e., CEO and Chair roles are separated) .
• Board structure: Classified board with three classes; Xin Wang’s class term expires at the second annual meeting after IPO (Class II) .
• Independence: Independent directors include John DeVito, Wei Lu, Yuk Man Lau, and Guohan Li under NASDAQ standards .
• Committees:
  • Audit Committee: Members are Wei Lu, John DeVito, and Guohan Li; Guohan Li is chair; all independent; committee oversees related‑party/conflict review and compliance .
  • Compensation Committee: Members are Wei Lu (chair), John DeVito, and Guohan Li; all independent; charter includes CEO pay review (prospective), plan administration, and disclosure oversight .
• Director compensation: No director fees pre‑business combination; expense reimbursement only .

Compensation Structure Analysis

• Cash vs equity mix: Pre‑business combination, there is no officer/director cash compensation or equity awards to Xin Wang; sponsors hold founder/private shares acquired at nominal cost creating potential misalignment if a deal is pursued primarily to avoid founder share forfeiture .
• Lock‑ups/restrictions: Sponsor lock‑ups delay selling pressure post‑close and set a $12.50 price performance condition for early partial release, partially aligning with post‑close share performance .
• Clawback: The company adopted a clawback policy compliant with stock exchange rules for incentive‑based compensation tied to financial reporting, supporting future pay‑for‑performance rigor after a de‑SPAC .

Related Party/Conflict Considerations

• Founder economics: Sponsors purchased founder shares for $25,000 total (approximately $0.017/share) that would be worthless if no business combination occurs; this creates an incentive to complete a transaction even at the expense of public shareholders .
• Trust/extension dynamics: Multiple extension proposals were pursued to extend the business combination deadline; sponsors fund monthly extension deposits via notes, indicating commitment but also highlighting timeline pressure .

Director Compensation (current)

Say‑on‑Pay & Shareholder Feedback

• Not applicable pre‑business combination; no executive pay program or say‑on‑pay vote disclosed .

Expertise & Qualifications

• Education: B.Comm (McGill University); JD (Boston University School of Law) .
• Expertise: Private equity/investing (Venture Partner since 2015); legal background; prior board role at Atomic47 .

Work History & Career Trajectory

Employment Terms (Committee/Consultant Use)

• Compensation Committee charter permits retention of compensation consultants and independent advisers with independence considerations per NASDAQ/SEC .

Investment Implications

• Alignment and retention: Pre‑business combination, Xin Wang has no reported personal share ownership and receives no salary/bonus; near‑term alignment with public shareholders is primarily via reputation and successful de‑SPAC completion rather than direct equity exposure, while sponsors hold significant founder/private shares that vest post‑close subject to lock‑ups .
• Governance quality: Separation of CEO and Chair roles, independent audit and compensation committees, and adoption of a clawback framework provide reasonable governance scaffolding for a future operating entity post‑de‑SPAC .
• Deal pressure/trading signals: Sponsor founder share economics and repeated deadline extensions create pressure to consummate a transaction; extensions were underpinned by sponsor‑funded trust deposits and redemption mechanics, implying potential volatility around extension/redemption events and any business combination vote .
• Post‑close incentives: If the Oabay transaction (or any future de‑SPAC) closes with performance‑based earnouts at the public company level, that structure could enhance alignment if management participates, but no Xin‑specific grants are disclosed to date; monitor post‑close filings for any equity awards, ownership guidelines, or pledging/hedging policies .