Lianfu Liu
About Lianfu Liu
Independent director with deep PRC agricultural governance background; age 86 as of the proxy date; director since December 26, 2007; Chairman of the Nominating Committee, Audit and Compensation Committee member, and designated Lead Independent Director. Education: Beijing Forestry University, studied soil conservation. Prior roles include Chairman of the China Green Food Association (since 1998), Director and Senior Engineer at the China Green Food Development Center (1992–1998), and Vice Director of the PRC Ministry of Agriculture. The Board affirms his independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Green Food Association | Chairman | 1998–present | Sector leadership in “green food” standards and industry development |
| China Green Food Development Center | Director and Senior Engineer | 1992–1998 | Technical and policy leadership in green food development |
| PRC Ministry of Agriculture | Vice Director | Not disclosed (prior to 1992) | Senior government oversight; policy experience |
External Roles
| Organization | Role | Scope |
|---|---|---|
| China Green Food Association | Chairman | National industry association oversight in the PRC’s green food ecosystem |
Board Governance
- Current committee assignments: Chairman of the Nominating Committee; member, Audit Committee; member, Compensation Committee.
- Lead Independent Director: appointed by the Board; responsibilities include facilitating communication between independent directors and management, information flow to the Board, and chairing executive sessions (held following quarterly audit committee meetings).
- Independence: Board determined Liu (and three other directors) qualify as independent under NYSE rules, with an affirmative independence determination.
- Attendance and engagement: Board held 8 meetings in FY ended June 30, 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Audit Committee met 4 times; Compensation Committee met 1 time; Nominating Committee met 2 times.
- Board tenure: Director since 2007 (current Board size seven).
- Executive sessions: independent directors meet in executive session after quarterly audit committee meetings.
Fixed Compensation
Director compensation (FY ended June 30, 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Lianfu Liu | 26,000 | — | — | — | 26,000 |
- Directors are reimbursed for out-of-pocket expenses for Board and committee meetings.
- The Company did not use a compensation consultant for executive or director compensation; management believes packages are comparable to local peers.
Performance Compensation
- No equity awards or options were granted to directors in FY 2024; the director compensation table shows zero stock or option awards.
- No performance-based metrics were disclosed for director compensation in FY 2024.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not identified for Liu in the proxy biography |
| Compensation Committee interlocks | None of the committee members (including Liu) were officers/employees of the Company or had material transactions >$120,000 with the Company in FY 2024; no cross-board compensation interlocks disclosed. |
Expertise & Qualifications
- Agriculture sector expertise: decades of leadership in PRC “green food” policy, standards, and development; soil conservation education.
- Governance experience: long-serving independent director since 2007; chairs Nominating Committee; Lead Independent Director.
- Independence and compliance: Board-determined independence; Company maintains a Code of Ethics and Insider Trading Compliance Policy (including prohibitions on hedging transactions for covered persons).
Equity Ownership
Beneficial ownership as of April 29, 2025:
| Holder | Shares Beneficially Owned | % of Class | Basis |
|---|---|---|---|
| Lianfu Liu (Director) | 10,083 | <1% | 16,116,914 shares outstanding as of record date |
| Shares pledged as collateral | Not disclosed for Liu in the proxy | ||
| Vested vs. unvested shares | Not disclosed; “Outstanding Equity Awards: None” at FY year-end | ||
| Ownership guidelines | Not disclosed for directors; Insider Trading Policy prohibits hedging; exceptions limited to certain non-market equity plan transactions. |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with structured executive sessions; chairs Nominating Committee; extensive sector and government experience; satisfactory attendance threshold reported. These support board oversight, nomination quality, and information flow.
- Alignment: Holds 10,083 shares (<1%), indicating modest personal exposure; no director equity grants or options in FY 2024. Alignment is limited versus peers that emphasize equity retainer structures.
- Conflicts/Related-party exposure: No material related-party transactions involving compensation committee members (including Liu) in FY 2024; major related-party exposures were associated with the CEO.
- Risk indicators:
- Advanced age (86) could raise succession and refreshment considerations for board effectiveness continuity.
- Company-level risks include NYSE delisting proceedings (trading suspended) and ongoing PRC/VIE structural uncertainties—potentially affecting investor confidence and capital access.
- No disclosed director stock ownership guidelines and prohibition on hedging mitigates misalignment risk but absence of guidelines limits formal alignment signaling.
- Overall: Liu’s independence, committee leadership, and Lead Independent Director role are positives for governance. Low equity alignment and advanced age warrant monitoring; enterprise-level listing and PRC/VIE risks are material external factors that can overshadow governance signals.
RED FLAGS: Low equity alignment (<1% ownership) ; advanced age and long tenure without disclosed refreshment plans ; significant company-level related-party transactions with CEO (not linked to Liu) ; NYSE delisting proceedings and PRC/VIE risk environment potentially impair investor confidence and board’s strategic flexibility.