Jie Sheng

About Jie Sheng

Independent director since December 2022 (age 41). Currently Head of Operations & Finance Director at FF Global (since June 2022); prior finance/operational leadership at China Aviation Oil subsidiaries in Europe (2018–2022) and North America (2010–2018). Master’s degree in accounting and financial economics, University of Essex (2008). The Board classifies him as independent under Nasdaq rules and as an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Committee leadership and membership (FY2024): Compensation (Chair), Finance & Investment (Chair), Audit (Member), Nominating & Corporate Governance (Member). Lev Peker chairs Audit; Chad Chen chairs Nominating.
• Independence: Board determined Jie Sheng is independent; he is also deemed an “audit committee financial expert.”
• Attendance: Board met 19 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. Committee meeting counts: Audit (6), Compensation (5), Nominating (1), Finance & Investment (28).
• Executive sessions: Independent directors hold regularly scheduled meetings.

Fixed Compensation

• FY2024 actual director compensation: | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $134,606 | | Stock Awards (grant date fair value) | $239,998.50 | | Total | $371,759.95 |

• Non-Employee Director Compensation Policy (structure): | Item | Amount (USD) | |---|---| | Annual Board Retainer | $50,000 | | Lead Independent Director Retainer | $20,000 | | Committee Member Retainers | Audit $10,000; Compensation $6,250; Nominating $5,000; Finance & Investment $5,000 | | Committee Chair Premiums | Audit $15,000; Compensation $10,000; Nominating $7,500; Finance & Investment $7,500 | | Annual RSU Award | $150,000 | | Extra Meeting Fees | $1,500 per meeting above 15 per year (caps apply) |

Performance Compensation

• Director equity for non-employee directors is time-based RSUs; no disclosed performance metrics (no PSUs for directors).

Other Directorships & Interlocks

• FF Top Designee: Jie Sheng was nominated by FF Top under the A&R Shareholder Agreement (together with Chad Chen and Chui Tin Mok).
• Governance influence: FF Top (affiliated with FF Global) has rights to nominate four directors and proportionate committee representation while holding minimum ownership; the Company must seat FF Top designees, subject to committee eligibility.
• FF Global relationship: Concurrent executive role at FF Global while serving as an independent director at FFAI.

Expertise & Qualifications

• Finance and operations leadership across aviation fuel supply chains (Europe/North America).
• Recognized “audit committee financial expert” by the Board.
• Education: Master’s in accounting and financial economics (University of Essex, 2008).

Equity Ownership

• Beneficial ownership: | Date | Shares Beneficially Owned | Shares Outstanding | Ownership % | |---|---|---|---| | Apr 17, 2025 | 60,531 | 95,841,570 Class A (plus 6,667 Class B convertible to Class A) | ≈0.063% (60,531/95,841,570) | | Aug 6, 2025 | 60,531 | 147,204,145 Class A (plus 6,667 Class B convertible to Class A) | ≈0.041% (60,531/147,204,145) |

• Unvested RSUs outstanding as of Dec 31, 2024: 37,594 units.

• Cumulative RSUs granted under 2021 Plan (lifetime through Aug 6, 2025): 60,530.

• Trading history: Company reports no sales by Jie Sheng since the Company became public.

• Hedging/pledging: Prohibited for directors under insider trading policy.

• Stock ownership guidelines: Directors must hold shares equal to 3× annual cash retainer; as of the Record Date, all covered directors were compliant or within the five-year phase-in period.

Insider Trades

Related-Party Exposure and Conflicts

• FF Global Consulting: Company pays FF Global $0.2 million per month for consulting (renewed Mar 6, 2024); payments of $1.0 million (2024) and $1.8 million (2023); $2.0 million payable at Dec 31, 2024.
• Additional FF Global/FF Top requests: FF Global requested $6.5 million reimbursement for governance-related costs (not approved by the Board); prior reimbursement cap increased from $0.3 million to $0.7 million.
• Related-party financing: Unsecured promissory notes issued to FFGP Investment Holding I, LLC (related party) totaling $1.6 million (defaults waived and in good standing); Convertible FFGP Note $0.3 million (default waived).
• Audit Committee role: Audit Committee approves related-person transactions; Jie Sheng is a member, raising potential need for recusal on FF Global-related items.

Governance Assessment

• Strengths:

  • Deep finance/operations background; recognized audit committee financial expert status supports oversight of complex financing and controls.
  • Active governance roles (chairs Compensation and Finance & Investment), signaling strong engagement in capital and pay decisions.
  • Ownership alignment via RSUs (60,530 lifetime; 37,594 unvested at FY2024), and no reported sales; subject to stock ownership guidelines and anti-hedging/pledging policy.

• Risks and RED FLAGS:

  • FF Global interlock: Concurrent FF Global executive role while serving as “independent” director and FF Top Designee creates perceived independence risk; FF Global receives substantial consulting fees and has nomination rights—heightened conflict potential for Compensation, Finance & Investment, and Audit Committee matters.
  • Related-party transactions: Ongoing material related-party arrangements (consulting, notes) require rigorous Audit Committee oversight and documented recusals to mitigate conflict risk.
  • Section 16 timeliness: Late Form 4 filing in 2024; while corrected, it is a compliance blemish.

• Implications for investors:

  • Monitor committee decisions (pay design, capital raises, related-party approvals) for alignment with minority shareholder interests given FF Global influence.
  • Seek disclosure of recusals and independent review in related-party approvals; ensure Compensation Committee practices avoid FF Global influence.
  • Ownership alignment is modest by percentage and primarily RSU-based; continued vesting and compliance with guidelines support alignment but do not offset interlock risks.