Kenneth Lam

About Kenneth Lam

Kenneth Lam is Chief Financial Officer and a Director of DT Cloud Star Acquisition Corporation (DTSQ); age 61 as of the 2025 proxy . He is a UK Chartered Accountant and Hong Kong CPA with prior senior finance roles at Airbus (VP Finance & Quality; CFO China), AXA Assistance (China CFO; interim CEO), and public practice experience at PwC and EY, plus service on Hong Kong’s Financial Reporting Review Panel (2007–2013) . DTSQ is a SPAC with no operating revenues and no executive compensation paid prior to a business combination; the company has adopted a SOX 10D-compliant clawback policy covering Section 16 officers, including the CFO . Board independence: Lam is management (not independent) and serves alongside a majority-independent board and fully independent audit, compensation, and nominating committees, which did not meet in FY2024; the CEO also serves as Chairman, a dual role mitigated by independent committees .

Past Roles

External Roles

Fixed Compensation

• DTSQ policy: No compensation or fees of any kind are paid to founders, management or affiliates prior to consummation of the initial business combination; only out-of-pocket expense reimbursement . After completion of a business combination, executives who remain may be paid, with disclosure at that time .
• Employment agreements: The company has no written employment agreements with directors or officers (other than director indemnification agreements) .

Performance Compensation

• No cash bonuses, RSUs/PSUs, options, or incentive payouts are disclosed for Lam prior to business combination; committees did not meet in FY2024 .
• Clawback policy (Exhibit 97.1) applies to Section 16 officers:
  • Trigger: Any accounting restatement due to material noncompliance with financial reporting requirements; “Excess Compensation” equals incentive-based pay over what would have been earned under restated amounts .
  • Scope: Incentive-based compensation received on/after July 24, 2024 that vests based wholly or partly on a financial reporting measure (includes stock price/TSR); salaries/discretionary bonuses/time-based equity excluded .
  • Recovery methods: Direct repayment, recovery of equity gains, offsets to future pay, cancellation of awards, and other lawful remedies; no indemnification/advancement for recovered amounts .

Equity Ownership & Alignment

• Stock ownership guidelines and pledging: Not disclosed; nomination notices require disclosure of hedging/derivative positions for director candidates .

Employment Terms

• Start/tenure: Lam is CFO as evidenced by March 31, 2025 SOX certifications and director nominee in the Sept 22, 2025 proxy .
• Contract term/expiration, auto-renewal, non-compete/non-solicit, garden leave: Not disclosed .
• Severance/change-of-control: Not disclosed; post-combination compensation may be determined by the combined company’s board and disclosed if/when set .
• Administrative services: Company pays $10,000/month to an affiliate of the sponsor for office/admin services; not executive compensation .

Board Governance

• Structure: Single class of five directors elected annually; candidates include Sam Zheng Sun (Chairman/CEO), Kenneth Lam (CFO/Director), and three independent directors (Shaoke Li, Longjiao Li, Chi Zhang) .
• Independence: Board determined Lam and Sun are not independent; the other three directors are independent under Nasdaq rules .
• Committees: Audit, Compensation, and Nominating Committees composed entirely of independent directors; Chi Zhang designated Audit Committee Financial Expert; committees did not meet in FY2024 .
• CEO + Chairman dual role: Present (Sam Zheng Sun); independent committees and three independent directors provide counterbalance .
• Board/committee attendance: Board approved resolutions by written consent; no meetings held in FY2024; committees did not meet .

Director Compensation

• Pre-business combination: No director compensation or fees; reimbursement only of out-of-pocket expenses .
• Post-business combination: Potential compensation determined by the combined company’s board and disclosed at that time .
• Director ownership guidelines and meeting fees: Not disclosed .

Performance & Track Record

• DTSQ operating performance during Lam’s tenure: As a SPAC, no revenues or operating metrics; forward-looking activity focused on identifying a target .
• Stock listing and trust: IPO units listed July 25, 2024; ordinary shares and rights separated Sept 16, 2024; trust account ~$72.45M as of Sept 17, 2025 with ~$10.50 pro rata per public share .
• Extensions and sponsor influence: Sponsor holds ~21.7% and may fund monthly extensions; board sought charter/trust amendments to extend combination period to Oct 26, 2026; public shareholders retained redemption rights .

Risk Indicators & Red Flags

• Legal proceedings (officers/directors): None material disclosed in FY2024 .
• Hedging/pledging and related party transactions: No pledging disclosed; related-party framework via audit committee review; working capital loans and administrative services with sponsor disclosed .
• Clawback and Section 16 compliance: Clawback policy in place; Section 16 filings believed timely per company review .
• Governance concentration: CEO also Chairman; sponsor ownership and potential open-market purchases could influence votes on key proposals .

Compensation Structure Analysis

• Cash vs. equity mix: No executive/director pay pre-business combination; thus no mix or year-over-year changes .
• Options vs. RSUs: No awards disclosed pre-business combination .
• Guaranteed vs. at-risk pay; discretionary bonuses despite targets: Not applicable pre-business combination .
• Repricing or award modifications: None disclosed .

Say-on-Pay & Shareholder Feedback

• Say-on-pay votes and executive compensation peer group: Not disclosed; as a SPAC with no executive pay pre-combination .

Expertise & Qualifications

• Education: BSc (Hons) Electrical Engineering Science, University of Warwick (Oct 1984); MSc Management Science, Imperial College London (Oct 1987) .
• Technical/financial expertise: Chartered Accountant (UK), CPA (Hong Kong); extensive finance leadership, risk management, quality systems, EHS, legal/company secretarial support; negotiating and establishing major facilities in China .
• Board qualifications: Financial reporting oversight (FRRP), international finance leadership; audit committee financial expert present on board (Chi Zhang), although Lam himself is not noted as the designated expert .

Equity Ownership & Alignment Details

Employment Terms Summary

• Written employment agreement: None for Lam; director indemnification agreements exist .
• Severance/change-of-control: Not disclosed .
• Non-compete/non-solicit/garden leave/post-termination consulting: Not disclosed .
• Clawback acknowledgement required for Section 16 officers; no indemnification/insurance for recovered compensation .

Investment Implications

• Alignment: Lam currently holds no DTSQ shares; alignment with public shareholders hinges on future post-merger compensation design rather than current ownership; sponsor control (21.7%) and CEO-Chairman dual role increase governance concentration risk, though independent committees and three independent directors provide guardrails .
• Retention/compensation risk: No pre-merger employment agreement or guaranteed pay; post-merger packages will be set by the combined company’s board; clawback policy reduces risk of paying for misstated results, which is positive for pay-for-performance integrity .
• Trading signals: Absence of insider ownership and no Form 4 activity noted in filings reduces near-term selling pressure signal; sponsor’s capacity to buy and extend could influence vote dynamics and float, impacting trading around extension/redemption events .
• Governance watch items: CEO–Chairman dual role and sponsor influence merit continued monitoring; committee independence and formal related-party review policies are mitigating factors .