Tianping Cai
About Tianping Cai
Tianping Cai (age 34) is an independent director of Enlightify Inc. (ENFY), appointed in 2025, serving as Chairman of the Audit Committee and a member of the Compensation and Nominating Committees. The Board designated him as an Audit Committee Financial Expert; his profile emphasizes corporate finance, audit oversight, regulatory compliance, and SOX/internal control expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in 2025 DEF 14A | — | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in 2025 DEF 14A | — | — | — |
Board Governance
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Cai is Audit Committee Chair and qualifies as the Board’s Audit Committee Financial Expert; committee oversees accounting, external reporting, auditor selection, non-audit services, and internal controls . |
| Compensation | Member | 1 | Members include Jinjun Lu (Chair), Lianfu Liu, Tianping Cai, and Cui Song; administers stock/incentive plans and executive pay policies . |
| Nominating | Member | 2 | Chaired by Lianfu Liu; responsible for director selection, independence reviews, conflicts, governance policies . |
- Independence: The Board determined that Cai, along with Jinjun Lu, Lianfu Liu, and Cui Song, qualifies as independent under NYSE rules and SEC Rule 10A-3; affirmative determination made that no relationships impair independent judgment .
- Lead Independent Director: The Board appointed Lianfu Liu as Lead Independent Director .
- Executive sessions: Independent directors meet in executive session following regularly scheduled quarterly audit committee meetings and ad hoc as appropriate .
- Attendance: The Board held 8 meetings by telephone in FY 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Cai’s individual attendance is not disclosed given his 2025 appointment .
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock awards ($) | Option awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Tianping Cai (appointed 2025) | — | — | — | — | — (not disclosed for FY 2024) |
| Policy snapshot (FY 2024 directors) | Example: $18,000–$26,000 cash fees; no equity awards | $0 | $0 | $0 | Example totals $18,000–$26,000; Xiaolai Li and Jian Huang each $300,000 cash |
- Reimbursements: Directors are reimbursed for out-of-pocket travel expenses for Board/committee meetings .
- No compensation consultant: The company did not use a compensation consultant for executive/director compensation .
Performance Compensation
| Metric category | Director plan disclosure | Details |
|---|---|---|
| Equity grants (RSUs/PSUs/options) | None disclosed for directors in FY 2024 | Director compensation showed no stock or option awards . |
| Performance metrics (TSR, revenue/EBITDA goals, ESG) | None disclosed for directors | Not specified in proxy . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (Cai) | Not disclosed . |
| Compensation committee interlocks | None reported for FY 2024; committee members were not officers/employees, had no >$120k transactions, and no cross-committee interlocks with other entities . |
Expertise & Qualifications
- Audit Chair and Financial Expert designation; experienced in SEC reporting, SOX compliance, internal controls, risk management, and audit oversight .
- Role implies leading oversight of financial integrity, transparency, and governance standards for ENFY .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date | Shares Outstanding |
|---|---|---|---|---|
| Tianping Cai (Director) | 0 | — (<1%) | April 29, 2025 | 16,116,914 |
- Insider trading policy: Prohibits purchases/sales while in possession of MNPI and hedging transactions; exceptions only for certain non-market equity plan actions .
- Ownership guidelines/pledging: Not disclosed; no explicit pledging policy cited .
Governance Assessment
- Committee leadership and independence: Strong governance signal with Cai designated as Audit Chair and Financial Expert and Board affirming independence; independent committees and a Lead Independent Director structure provide oversight counterbalances to combined CEO/Chair roles .
- Alignment risk: Cai reported no share ownership as of the record date, which may limit “skin-in-the-game” alignment relative to shareholders until ownership builds through tenure; directors generally did not receive equity in FY 2024 .
- Related-party exposure: Material related-party balances and loans affiliated with the CEO (e.g., $962,500 and $964,600 loans to a company he controls; $2,336,693 and $2,261,693 advances; office rental from an entity chaired by the CEO) elevate conflict risk and increase the importance of rigorous Audit Committee oversight and adherence to the Related Party Transactions Policy and CFO/Audit Committee review protocol .
- Process controls: The company did not engage a compensation consultant in FY 2024, placing greater governance responsibility on the Compensation Committee (including Cai as a member) to ensure pay-for-performance appropriateness and peer benchmarking quality .
- Board activity/engagement: Board and committee meeting cadence (Board: 8; Audit: 4; Compensation: 1; Nominating: 2) suggests structured oversight; attendance for incumbents met the 75% threshold in FY 2024, but Cai’s individual attendance was not disclosed due to 2025 appointment .
- Macro/regulatory risk overlay: NYSE delisting proceedings materially affect investor confidence and capital access; PRC/VIE structure, enforcement uncertainty, related legal/process risks, and going concern commentary heighten governance demands on the Audit Committee during Cai’s chair tenure .
RED FLAGS
- Zero share ownership by Cai as of April 29, 2025 (beneficial ownership: 0 shares) .
- Significant related-party transactions with entities controlled by the CEO (unsecured, non-interest-bearing, due on demand; office lease from CEO-chaired entity) .
- NYSE delisting proceedings underway; potential move to OTC impacts liquidity, investor base, and financing optionality .
- VIE/PRC legal enforcement uncertainties and cross-border compliance risks, which require robust audit and risk oversight .
Notes:
- Cai’s appointment and roles are current per the 2025 DEF 14A; several governance counts (FY 2024 meetings, attendance, committee reports) reflect the prior fiscal year’s activity and composition; Audit Committee Report signatures reflect FY 2024 composition (Chair: Daqing Zhu), while current membership designates Cai as Chair and Financial Expert **[857949_0001213900-25-039748_ea0240613-def14a_enlightify.htm:14]** **[857949_0001213900-25-039748_ea0240613-def14a_enlightify.htm:19]**.