Xiangan Ruan
About Xiangan Ruan
Independent director of Cheetah Net Supply Chain Service Inc. (CTNT) since December 2024; age 49. Senior partner at Allbright Law Offices (Shanghai) since January 2005. Education: LL.B., Sun Yat-sen University (July 2004); EMBA, Peking University (July 2021). The Board has determined he is independent under Nasdaq rules .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allbright Law Offices (Shanghai) | Senior Partner | Jan 2005–present | Oversees client relationships and strategic legal advice |
Board Governance
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member | Committee of independent directors; chaired by Huibo Deng (audit committee financial expert) |
| Compensation Committee | Member | Three independent directors; chaired by Huiping (Catherine) Chen |
| Nominating & Corporate Governance Committee | Chair | Three independent directors |
| Governance Attribute | Status/Detail |
|---|---|
| Independence status | Independent (Board-determined) |
| Board leadership | CEO also serves as Chair; no Lead Independent Director (governance risk) |
| Executive sessions of independents | Yes |
| Board independence | 60% independent |
| Committee chair independence | 100% independent |
| FY2024 Meetings | Count |
|---|---|
| Board | 0 |
| Audit Committee | 3 |
| Compensation Committee | 0 |
| Nominating & Corporate Governance Committee | 0 |
| Attendance | No director attended <75% of meetings of the Board and committees on which they served |
Fixed Compensation
| Item | Amount |
|---|---|
| Annual cash director compensation (policy indication) | $20,000 (pro rata reference in table) |
| FY2024 cash paid to Ruan (pro rata from Dec 5, 2024 start) | $1,539 |
Notes: Proxy shows only cash fees; no separate meeting or chair fees disclosed. Ruan’s pro rata note references a $20,000 annual figure for the year .
Performance Compensation
| Component | FY2024 Amount/Detail |
|---|---|
| Stock awards (RSUs/PSUs) | — (none disclosed) |
| Option awards | — (none disclosed) |
| Non-equity incentive compensation | — (none disclosed) |
| Performance metrics tied to director pay | None disclosed |
| Clawback policy (scope) | Company has a clawback policy effective Nov 20, 2023, focused on incentive comp for executive officers (Reg 10D-1 compliance) |
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Voting Power % |
|---|---|---|---|---|---|
| Xiangan Ruan | — | — | — | — | — |
Notes: No beneficial ownership listed for Ruan as of Sept 29, 2025. Company has dual-class structure; Class B carries 15 votes/share (CEO Huan Liu controls all Class B) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Overlap/Interlock Risk |
|---|---|---|---|---|
| None disclosed | — | — | — | — |
Expertise & Qualifications
- Legal and governance expertise as a senior law firm partner with two decades of practice; EMBA complements governance/strategy perspective .
- Committee leadership: Chairs Nominating & Corporate Governance; member of Audit and Compensation, aligning legal expertise with governance oversight .
Related-Party Exposure
- Proxy discloses related-party matters involving the CEO (historical working capital advances repaid; office lease guaranteed by a CEO-owned entity). No related-party transactions involving Ruan are disclosed .
- Insider Trading Policy prohibits hedging, short sales, and speculative trading by directors (positive alignment signal) .
Governance Assessment
-
Positives:
- Independent director, chair of Nominating & Corporate Governance; serves on Audit and Compensation (strong governance involvement) .
- Anti-hedging policy in place; executive clawback adopted per SEC/Nasdaq (controls and alignment) .
- Attendance: no director fell below 75% in FY2024; Audit Committee met three times (engagement on financial oversight) .
-
Concerns / RED FLAGS:
- Combined CEO/Chair and no Lead Independent Director (concentration of power; board oversight risk) .
- Dual-class voting (Class B 15 votes/share) with CEO control materially concentrates voting power, limiting minority shareholder influence .
- Board held zero meetings in FY2024; Compensation and Nominating committees held zero (process maturity/engagement risk outside Audit) .
- Director pay is 100% cash and relatively low; no equity component for directors; Ruan shows no beneficial ownership—limited “skin-in-the-game” alignment .
-
Net View: Ruan strengthens formal governance through independent committee roles (especially as Nominating chair), but overall board structure (CEO/Chair duality, dual-class voting, low meeting cadence for key committees) and low director equity alignment temper investor confidence. Increasing independent leadership, adding equity-based director compensation with holding requirements, and documenting more active committee workflows would be constructive.
Additional context: Governance highlights indicate 60% independent board, 100% independent committees/chairs, and executive sessions of independent directors; however, structural risks remain given leadership and capital structure .