Charles Liu
Citi TrendsAbout Chaoyang (Charles) Liu
Independent director since 2024; age 50. Member of the Audit Committee and Finance Committee. Over 20 years of retail/consumer supply chain and operations experience, currently COO at Away; prior roles include COO at Casper and VP of Supply Chain for Walmart eCommerce. Education: B.S. in Computer Science (Wuhan University), MBA and M.S. in Computer Science (University of Tennessee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart eCommerce | Vice President, Supply Chain | Apr 2018–Feb 2021 | Led supplier negotiations, inventory, logistics, fulfillment |
| Casper | Chief Operating Officer | Feb 2021–Sep 2021 | End-to-end operations oversight |
| Shopko; Walgreens; Ahold Delhaize | Various leadership roles | Not disclosed | Retail operations, supply chain leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Away | Chief Operating Officer | Since Oct 2021 | Oversees global sourcing, manufacturing, product dev, quality, logistics, IT |
| Other public company boards | — | — | None (0 current public boards) |
Board Governance
- Independence: Board determined Liu is independent under NASDAQ, SOX, and SEC standards .
- Committees: Audit Committee and Finance Committee member .
- Attendance: Each current director attended ≥80% of eligible Board/committee meetings in 2024; Board met 12 times; Audit Committee met 6; Finance Committee met 12 .
- Board leadership: Combined Chair/CEO structure with lead independent director (Heath) appointed April 2025 .
- Nomination context: Nominated pursuant to the Amended & Restated Cooperation Agreement with Fund 1 Investments (activist holder ~29.6%) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 6 |
| Finance Committee | Member | 12 |
Fixed Compensation (Director – FY2024)
| Component | Amount |
|---|---|
| Fees earned in cash | $35,700 |
| Stock awards (grant-date fair value) | $65,248 (3,011 RS shares, granted 6/20/2024, vest on first anniversary) |
| Total | $100,948 |
| Standard non-employee director annual retainer | $71,400 (Liu’s cash reflects partial year/role mix) |
Performance Compensation (Director – Structure)
- Equity for directors is time-based restricted stock (no options outstanding as of FY2024; no dividends on unearned awards; minimum 1-year vesting; awards subject to clawback) .
- No director meeting fees disclosed; committee chair fees exist but Liu is not a chair (Audit $10,200; Comp $6,800; NCGC $6,800; Finance $6,800) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Prior public company boards | Not disclosed for Liu |
| Interlocks/conflicts | Nominated via Cooperation Agreement with Fund 1 (board refresh context); Audit Committee oversees related-party transactions |
Expertise & Qualifications
- Supply chain optimization, global operations, logistics, inventory, sourcing; end-to-end operational leadership .
- Technology oversight (digital and IT within operations scope) .
- Education: B.S. (Wuhan University), MBA and M.S. (University of Tennessee) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 3,011 |
| Ownership % of shares outstanding | <1% |
| Unvested restricted stock (as of 2/1/2025) | 3,011 (director grant vesting on first anniversary) |
| Options (exercisable/unexercisable) | None outstanding |
| Hedging/pledging | Prohibited for directors under Company policy |
| Stock ownership guidelines (directors) | 3× annual cash retainer; 5 years to comply; retain 75% of shares until compliant |
Governance Assessment
- Board effectiveness: Relevant domain expertise in retail supply chain and operations; independent; active committee service (Audit, Finance) supporting risk oversight and capital allocation .
- Alignment: Holds restricted stock; subject to anti-hedging/pledging; director ownership guidelines require meaningful stake over time (3× retainer, 5-year horizon) .
- Independence/attendance: Independent; met ≥80% attendance threshold; committees fully independent .
- Compensation structure: Balanced cash retainer and time-based equity; no options; no dividends on unearned awards; plan-level clawback; chair premia not applicable to Liu .
- Potential conflicts and signals:
- Cooperation Agreement influence: Liu’s nomination aligned with an activist holder (Fund 1 ~29.6% ownership), indicating elevated shareholder influence over board composition; not a related-party transaction but a governance dynamic to monitor for potential preferential agendas (RED FLAG for influence risk rather than transactional conflict) .
- Related-party oversight: Audit Committee (which includes Liu) must pre-approve related-party transactions and oversees cyber/data risk, providing structural mitigation .
- Compliance: Section 16 filings generally timely; no delinquencies noted for Liu; no director options outstanding .
Overall, Liu brings relevant operational rigor and supply chain expertise to CTRN’s board with clear independence and adequate attendance; equity award structure and anti-hedging policy support alignment, while activist-linked nomination introduces a governance signal to monitor for board influence and long-term shareholder value alignment .