Chi Zhang
About Chi Zhang
Chi Zhang (age 40) is an independent director of DT Cloud Star Acquisition Corporation (DTSQ). He has 10+ years’ experience in finance, venture capital, and early-stage deep tech, with prior engineering/project management roles in Germany and graduate degrees from University of Applied Sciences Trier (M.Eng. in Material Flow Management) and Ritsumeikan Asia Pacific University (M.Sc. in International Cooperation Policy) . DTSQ directors serve one-year terms; Zhang is standing for election to continue service through the next annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Institut für angewandtes Stoffstrommanagement (IfaS), Germany | Project Manager (clean technologies) | Oct 2009 – Nov 2010 | Engineering/project leadership |
| Thunder Bridge Acquisition Ltd. (Nasdaq: TBRG) | Co-sponsor (SPAC) | Jun 2018 – Jul 2019 | Took Repay Holdings (Nasdaq: RPAY) public in July 2019 |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Grains Valley Capital (China) | Executive Partner | Jan 2011 – Present | Early-stage deep tech (e.g., Hesai Group, Gago Data, IDM Sensors) |
Board Governance
- Independence: Board determined Zhang is independent under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee member; designated Audit Committee Financial Expert .
- Compensation Committee member; serves as chairman .
- Nominating Committee member; serves as chairman .
- Board/committee activity: In FY 2024, Board acted via written resolutions; Audit, Compensation, and Nominating Committees held no meetings .
- Term structure: Single class of five directors; annual elections for one-year terms .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash) | $0 | No compensation or fees of any kind prior to business combination |
| Committee membership fees | $0 | Not paid pre-combination |
| Committee chair fees | $0 | Not paid pre-combination |
| Meeting fees | $0 | Not paid; no FY2024 meetings |
Performance Compensation
| Element | Details |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors pre-business combination |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed for directors pre-business combination |
| Clawback policy | Company adopted a Compensation Recovery Policy (Rule 10D-1 compliant) applicable to Covered Executives (Section 16 Officers); not a director-specific plan |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | Director biography lists VC roles and prior SPAC co-sponsor activity; no current public company directorships disclosed |
Expertise & Qualifications
- Deep tech venture investing and early-stage scaling (Hesai Group, Gago Data, IDM Sensors) .
- Audit committee financial expertise designation .
- Graduate education in material flow management (Germany) and international cooperation policy (Japan) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Chi Zhang | 0 | 0.0% | Footnote indicates the individual does not beneficially own any shares |
| Sponsor (DT Cloud Star Management Ltd.) | 1,931,900 | 21.7% | Founder shares and private placement units; insider voting alignment noted |
Vesting/pledging: No vested/unvested director equity or pledged shares disclosed; directors have waived liquidation distributions on founder/private shares if no business combination .
Governance Assessment
- Committee leadership and financial expertise: Positive—Zhang chairs Compensation and Nominating and is designated Audit Committee Financial Expert, strengthening oversight capacity .
- Independence: Positive—affirmed under Nasdaq/SEC rules .
- Engagement: Neutral/Concern—no Board or committee meetings in FY 2024 (written resolutions only). For a SPAC, low meeting cadence is common; however, absence of committee sessions can reduce transparency of oversight .
- Compensation alignment: Mixed—no director pay pre-combination (avoids pay misalignment), but zero ownership by Zhang limits “skin-in-the-game” alignment versus sponsor’s 21.7% position .
- Conflicts and related-party exposure: Caution—sponsor-controlled economics (founder shares, admin services), working capital note capacity up to $300,000 convertable to private units, and $10,000/month administrative fee to sponsor affiliate are reviewed by Audit Committee but represent potential conflicts typical of SPACs . Company policy requires independent fairness opinion for any affiliated business combination and Audit Committee approval of related party transactions .
- Jurisdictional/national security overlay: Risk—board and management ties to PRC/HK and sponsor foreign control trigger risk factors including potential CFIUS reviews and enforcement challenges; this can influence deal feasibility and timing, impacting investor confidence in the SPAC’s path to close .
RED FLAGS
- No FY2024 committee meetings (Audit/Comp/Nominating), which may indicate limited formal oversight cadence .
- Director holds 0 shares; alignment relies on fiduciary duties rather than ownership; sponsor concentration at 21.7% can skew incentives around extensions/redemptions .
- Related-party structures (admin services, potential working capital conversions) create inherent conflicts, mitigated by Audit Committee procedures but still noteworthy .
- Foreign-person sponsor and PRC/HK ties could invite CFIUS or other reviews, potentially delaying or blocking U.S. target combinations .
Notes on Attendance, Say-on-Pay, and Insider Trades
- Attendance rate: Not measurable; Board acted via written resolutions; committees held no meetings in 2024 .
- Say-on-pay: Not applicable; no executive/director compensation pre-business combination .
- Insider trades: Section 16 forms were reviewed and reported as timely; no specific Form 4 transactions are disclosed in the proxy/10-K materials reviewed .