Jiangping (Gary) Xiao
About Jiangping (Gary) Xiao
Independent director of Embrace Change Acquisition Corp. (EMCG) since May 2022; age 44 at the 2023 record date. Audit Committee Chair and designated “audit committee financial expert” under SEC rules, with prior CFO and finance leadership roles spanning public and private companies. Education: MBA, Ross School of Business (University of Michigan); BA in Accounting, Tsinghua University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Red Rooster Flow, LLC | Chief Financial Officer | Jun 2021–present | Finance leadership |
| Hilco IP Merchant Bank | VP, Finance & Accounting | Jul 2019–Apr 2021 | Transaction support; finance |
| Professional Diversity Network, Inc. (Nasdaq: IPDN) | Chief Financial Officer | Mar 2017–Mar 2019 | SEC reporting, SOX compliance |
| Petstages Inc. | CFO & Controller | Jun 2013–Apr 2016 | FP&A and controls |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Takung Art Co. Ltd. (NYSE: TKAT) | Independent Director | Jul 2019–Nov 2021 | — |
| Wunong Net Technology Co. Ltd. (Nasdaq: WNW) | Independent Director; Chair, Nominating & Corporate Governance | Dec 2020–Jul 2021 | Nominating & Corporate Governance (Chair) |
Board Governance
- Independence: Classified independent under Nasdaq standards; EMCG’s independent directors meet in regular executive sessions without management .
- Committee assignments: Audit Committee (Chair; financial expert); Compensation Committee (member); Nominating Committee (member). Hang Zhou chairs Compensation and Nominating .
- Board structure: Staggered/Classified board with three classes; Xiao is Class II, serving a three-year term expiring at the second annual meeting post classification .
- Attendance: Specific attendance percentages not disclosed; Articles require at least five clear days’ notice and permit remote participation; absence for six months can trigger termination .
- 2025 board change: Mo Zhou resigned as independent director on Mar 27, 2025; no disagreement stated (implications for committee composition not disclosed) .
- Related-party oversight: Audit Committee must review/approve related party transactions under Item 404; uninterested Independent Directors must approve transactions with directors/affiliates; affiliated business combinations require an independent fairness opinion .
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual retainer (cash) | None prior to business combination | None prior to business combination | None prior to business combination |
| Committee membership fees | Not disclosed; any Audit Committee payments require director review/approval | Not disclosed | Not disclosed |
| Committee chair fees | Not disclosed | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed |
| Expense reimbursement | Out-of-pocket expenses reimbursed (no cap) | Out-of-pocket expenses reimbursed | Out-of-pocket expenses reimbursed |
Articles explicitly permit director remuneration after a business combination; specific post-combination amounts are not disclosed .
Performance Compensation
| Instrument / Provision | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed | No director equity awards disclosed prior to business combination |
| Options (strike, expiry, vesting) | Not disclosed | None disclosed |
| Performance metrics (Revenue, EBITDA, TSR, ESG) | Not disclosed | No stated director performance metrics |
| Vesting schedules | Not disclosed | — |
| Clawback provisions | Not disclosed | — |
| Change-of-control terms | Not disclosed | — |
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Current public boards | None disclosed beyond EMCG |
| Prior public boards | TKAT (Independent Director, 2019–2021); WNW (Independent Director; Chair of Nominating/CG, 2020–2021) |
| Interlocks | None disclosed with EMCG competitors/suppliers/customers |
| Affiliated transactions policy | Audit Committee reviews Item 404 related parties; Independent Directors must approve; affiliated business combinations require independent fairness opinion |
Expertise & Qualifications
- Audit committee financial expert; financially literate board member .
- Deep experience in accounting, auditing, FP&A, M&A, SEC reporting, SOX compliance, HR and IT management .
- Education: MBA (Michigan Ross); BA Accounting (Tsinghua) .
Equity Ownership
| Metric | 2023 (Jul) | 2023 (Oct) | 2025 (Jul) |
|---|---|---|---|
| Xiao – Beneficial shares | Not disclosed (table shows “—”) | Not disclosed (table shows “—”) | Not disclosed (table shows “—”) |
| Xiao – Ownership % | Not disclosed | Not disclosed | Not disclosed |
| Vested vs unvested | Not disclosed | Not disclosed | Not disclosed |
| Options – exercisable/unexercisable | Not disclosed | Not disclosed | Not disclosed |
| Shares pledged | None disclosed | None disclosed | None disclosed |
Context: Sponsor Wuren Fubao Inc. held 2,221,964 shares (22.9% in Jul 2023; 26.9% in Oct 2023; 49.2% in Jul 2025), indicating significant sponsor control over voting power .
Insider Trades
| Date | Form | Shares | Type | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | No Form 4 transactions for Xiao located in available EMCG proxy filings; Section 16(a) compliance noted as timely for reporting persons; individual director holdings not detailed in tables . |
Governance Assessment
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Strengths:
- Audit Chair and SEC-designated financial expert supports robust financial oversight .
- Independent status and membership across Compensation and Nominating committees strengthens governance breadth .
- No cash director pay prior to business combination; only expense reimbursement—limits pay-related conflicts during SPAC stage .
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Risks and RED FLAGS:
- Sponsor control is high (up to 49.2% by Jul 2025), concentrating influence and potentially diluting minority shareholder voice .
- Corporate opportunity renunciation provisions allow Investor Group-related persons to pursue overlapping opportunities, increasing conflict potential; reliance on Independent Directors and fairness opinions is required to mitigate .
- Beneficial ownership for individual directors, including Xiao, is not disclosed in proxy tables—limited visibility into “skin-in-the-game” alignment .
- 2025 resignation of an independent director (Mo Zhou) may temporarily weaken independent oversight until reconstituted .
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Implications for investors: Robust audit leadership and independent committee coverage are positives. However, structural SPAC features—sponsor control and business opportunity renunciation—elevate conflict risk. Monitoring committee composition post-2025 resignation and any post-business-combination changes in director compensation/equity grants will be critical for ongoing alignment and investor confidence .