Olivia Wenxi He
About Olivia Wenxi He
Olivia Wenxi He (age 45) is an Independent Director of DT Cloud Acquisition Corporation (DYCQ). She has 15+ years in investment banking, currently CFO of Metal Sky Star Acquisition Corporation (NASDAQ: MSSA) and previously Managing Director and Global Head of Commodity Exchange Traded Products at Bank of America Merrill Lynch. She holds master’s degrees in Mathematical Finance and Engineering (University of Toronto) and a bachelor’s in Engineering (Tongji University) and has been designated the board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Managing Director & Global Head, Commodity Exchange Traded Products | 2010–2018 | Led strategic issuance/trading of commodity-linked products; deep financial reporting and risk experience that underpins her audit expertise |
| DT Cloud Acquisition Corporation | Former CEO and Chair (pre-IPO), now Independent Director | Pre-IPO; current director | Transitioned from executive to independent oversight; designated audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metal Sky Star Acquisition Corporation (MSSA) | Chief Financial Officer | Since June 2021 | Public SPAC; capital markets and SEC reporting experience |
| KX Power Limited (London) | Chief Investment Officer | Since Feb 2019 | Renewable energy asset management; strategic investment oversight |
Board Governance
- Independence: The board determined Ms. He is independent under Nasdaq rules; she participates in regular independent director sessions.
- Committee assignments:
- Audit Committee: Member and Chair; financially literate; designated “audit committee financial expert.”
- Compensation Committee: Member (chair is Michael David Osowski).
- Corporate Governance & Nominating Committee: Member (chair is Thomas Trent Stout).
- Audit Committee responsibilities include oversight of financial statements, auditor independence, risk policies, and complaint procedures; committee comprised solely of independent directors.
- Governance safeguards: Related-party transactions must be approved by the Audit Committee and a majority of disinterested independent directors; board will only enter a business combination if approved by a majority of independent directors.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual director retainer (cash) | None (pre-business combination) | Company policy: “No compensation of any kind…prior to, or for any services…to effectuate, the consummation of a business combination.” |
| Committee membership/chair fees | None (pre-business combination) | Same as above; SPAC practice prior to merger |
| Meeting fees | None (pre-business combination) | Same as above |
| Administrative arrangements | $10,000/month paid to affiliate of Sponsor for administrative support (company-level) | Not director compensation; disclosed related-party arrangement |
Performance Compensation
| Metric/Instrument | Terms | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors pre-business combination | Company states no compensation prior to merger |
| Clawback policy | Adopted for Section 16 officers (Incentive-Based Compensation recovery on accounting restatement) | Board-adopted policy; applies to officers, not directors; indicative of governance rigor |
Other Directorships & Interlocks
| Entity | Role | Interlock/Overlap | Implications |
|---|---|---|---|
| Metal Sky Star Acquisition (MSSA) | CFO | External public SPAC role | Enhances capital markets expertise for DYCQ; monitor time commitments and potential conflicts across SPACs |
| KX Power Limited | CIO | Thomas Trent Stout (DYCQ director) is also partner/president at KX Power | Private-company overlap among DYCQ directors; potential related-party exposure if KX Power transacts with DYCQ or affiliates (none disclosed) |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; experienced in complex product issuance, trading, and risk management.
- Capital markets: CFO role at MSSA; extensive SEC reporting and SPAC governance experience.
- Technical education: Master’s in Mathematical Finance and Engineering (University of Toronto); bachelor’s in Engineering (Tongji University).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Olivia Wenxi He | 0 | 0% | Table shows “Such individual does not beneficially own any of our ordinary shares.” |
- Pledging/Hedging: Not disclosed for directors; company prohibits insider trading and mandates trading windows and pre-approval for insiders.
- Sponsor ownership: Sponsor (DT Cloud Capital Corp.) is controlled by Infinity-Star Holdings Limited (20%) and Ip Ping Ki (80%); foreign-person status may trigger CFIUS considerations in U.S. transactions (company-level risk).
Governance Assessment
- Strengths:
- Independent director serving as Audit Committee Chair and designated financial expert; audit committee fully independent and active in key oversight areas.
- Robust related-party transaction controls requiring Audit Committee and independent director approvals.
- Formal insider trading and 10b5-1 plan guidelines; adoption of clawback policy for officers.
- Weak Spots / RED FLAGS:
- Alignment: Zero share ownership may limit “skin in the game” for director alignment until a business combination (common in SPAC pre-merger).
- Interlocks: Overlap with KX Power among DYCQ directors; while no transactions disclosed, monitor for related-party exposure if counterparties emerge.
- Sponsor/admin arrangements: $10,000/month administrative fee to sponsor affiliate; ensure continued oversight of sponsor-related payments and potential extensions/loans.
- CFIUS/foreign-person risk: Sponsor ownership can constrain U.S. target feasibility; governance must incorporate regulatory timing/clearance into deal planning.
Notes on Independence, Attendance, Director Pay & Say-on-Pay
- Independence: Confirmed by board under Nasdaq standards.
- Attendance/engagement: No explicit meeting attendance rates disclosed for directors. (Not disclosed)
- Director compensation structure: No cash/equity paid to directors pre-business combination; compensation frameworks typically activated post-merger (to be set by independent compensation committee).
- Say-on-Pay: Not applicable pre-merger; SPAC-level policies and shareholder advisory votes typically arise post-combination. (Not disclosed)
Related-Party Transactions (Monitoring Items)
- Administrative Support Agreement: $10,000 per month paid to affiliate of Sponsor; ceased upon business combination or liquidation.
- Working Capital Loans: Possible loans from Sponsor/directors/officers up to $300,000 convertible into private units at $10.00 per unit at lender’s discretion (none outstanding as of 12/31/2024).
- Extension mechanics: Prior shareholder approvals extended maximum monthly extensions; board/sponsor actions and trust amendments may affect timeline and liquidity (company-level).
This analysis leverages the company’s 10-K and DEF 14A proxies for governance, roles, and ownership; items not disclosed are omitted by design.