Huifeng Chang
About Huifeng Chang
Huifeng Chang, age 59, has served as an independent director of Denali Capital Acquisition Corp. (DECA) since April 2022. He is Senior Vice President and Chief Financial Officer of Canadian Solar Inc. (since May 2016) and became a member of Canadian Solar’s board in September 2020. Dr. Chang previously held senior roles in trading and asset management and has a Ph.D. in Soil Physics and an MBA from the University of Hawaii at Manoa, an M.S. from Academia Sinica, and a B.S. from Nanjing Agricultural University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Solar Inc. (Nasdaq: CSIQ) | SVP & CFO; Director | CFO since May 2016; Director since Sept 2020 | Finance leadership; board oversight |
| CICC U.S. Securities Inc. | Co-Head of Sales & Trading | 2010–2015 | Capital markets leadership |
| China Southern Oriental Patron Asset Management | Chief Executive Officer | 2008–2010 | Asset management leadership |
| Citigroup Global Capital Markets Inc. | Equity Proprietary Trader | 2000–2008 | Trading and risk management |
| Kamakura Corporation | Derivative & Risk Modeler | Not specified (prior to 2000) | Quantitative risk modeling |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Canadian Solar Inc. | Director; SVP & CFO | Director since Sept 2020; CFO since May 2016 | Public company board and finance leadership |
| Scienjoy Holding Corporation | Independent Director | May 2020 | Public company director |
| Aquamarine Investment Partners Ltd. | Advisory Board Member | 2015 | Advisory capacity |
Board Governance
- Committee memberships: Audit Committee member (with Kevin D. Vassily as Chair and Jim Mao as member). The committee oversees auditor independence, financial reporting, internal controls, quarterly compliance with IPO terms, and related-party payment reviews .
- Independence: The Board has determined that Huifeng Chang is an independent director under Nasdaq and SEC rules .
- Board structure: Prior to a business combination, Class B holders appoint directors; directors serve two-year terms. Vacancies may be filled by the board or by ordinary shareholders (or Class B prior to combination) .
- Attendance: Specific director meeting attendance rates are not disclosed in DECA’s filings reviewed.
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $0 (no cash compensation paid to directors) | |
| Meeting fees | $0 | |
| Committee chair/member fees | $0 | |
| Expense reimbursement | Out-of-pocket expenses reimbursed; audit committee reviews quarterly |
DECA discloses that directors and officers receive no cash compensation prior to completion of a business combination, other than expense reimbursements .
Performance Compensation
| Component | Details | Source |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors | |
| Option awards | None disclosed for directors | |
| Performance metrics tied to comp | Not applicable (no director equity grants disclosed) |
Founder shares were previously allocated by the sponsor to directors (see Equity Ownership), which is typical of SPAC structures but not presented as performance-linked awards in DECA’s filings .
Other Directorships & Interlocks
- Public company boards: Canadian Solar Inc. (director); Scienjoy Holding Corporation (independent director) .
- Interlocks/potential conflicts: While Dr. Chang has no disclosed role with Scilex or Semnur, DECA’s sponsor sold 500,000 Class B founder shares to Scilex Holding Company in August 2024 in connection with the proposed Semnur transaction, and Scilex provided extension financing to DECA—creating sponsor/transaction linkages that the board must oversee for conflicts .
Expertise & Qualifications
- Deep capital markets, trading, and risk management background (Citigroup, CICC).
- Public company CFO and director experience (Canadian Solar).
- Quantitative risk modeling expertise (Kamakura).
- Advanced degrees in science and finance (Ph.D., MBA, M.S., B.S.) .
Equity Ownership
| Holder | Security | Quantity | % of Class | Notes |
|---|---|---|---|---|
| Huifeng Chang | Class B ordinary shares (founder shares) | 20,000 | <1% | Founder shares transferred from sponsor; no Class A reported |
| DECA outstanding | Class A ordinary shares | 1,261,837 | — | Outstanding at record date |
| DECA outstanding | Class B ordinary shares | 2,062,500 | — | Outstanding at record date |
The sponsor initially purchased founder shares and later transferred an aggregate 110,000 Class B founder shares to certain board members (including 20,000 to each director), and 20,000 to the CFO, in March 2022 . Founder shares may convert one-for-one into New Semnur common stock upon completion of the domestication and business combination .
Governance Assessment
- Strengths:
- Independent audit committee membership; Board has determined Dr. Chang is independent .
- Strong finance and risk background supports audit oversight .
- Alignment and incentives:
- Dr. Chang holds founder (Class B) shares; DECA discloses that holders of founder shares purchased at ~$0.012 per share could profit post-combination even if public shareholders experience losses, a structural SPAC incentive risk that requires robust conflicts oversight by independent directors .
- Related-party and financing exposures:
- Certain directors and officers have beneficial interests in the sponsor; DECA obtained sponsor and Scilex extension financing and the sponsor sold founder shares to Scilex in connection with the Semnur deal—heightening conflict-of-interest risk around transaction terms and board independence oversight .
- Risk indicators:
- Nasdaq delisting/suspension risk tied to IM-5101-2 (business combination deadline) and potential “penny stock” consequences; DECA expects delisting action around April 6–7, 2025 absent closing—materially affecting investor liquidity and deal feasibility .
- Going concern disclosure reflecting uncertainty to complete the business combination within the extended timeframe .
- CFIUS/foreign ownership review risk noted due to sponsor ties; while not specific to Dr. Chang, independent directors must monitor regulatory risks for U.S. targets .
- Attendance/engagement:
- Specific director attendance rates are not disclosed; DECA filings emphasize audit committee responsibilities and quarterly compliance monitoring, but no board attendance metrics were provided in the reviewed documents .
RED FLAGS
- Founder-share incentive misalignment vs. public shareholders (explicitly disclosed by DECA) .
- Sponsor-related party transactions (share sale to Scilex; extension loans) and “beneficial interests in the Sponsor” among certain directors/officers .
- Imminent delisting risk without consummation, potentially impairing ability to close Semnur and market liquidity for investors .
- Going concern uncertainty .
Section 16 compliance: DECA notes only one late Form 4 by the sponsor and one by Jiandong Xu; no late filings were noted for Dr. Chang in the latest annual report .
Director compensation peer group, say‑on‑pay, ownership guidelines, meeting attendance rates, and clawback/tax gross‑up provisions were not disclosed in the reviewed DECA filings.