Jie Sheng
About Jie Sheng
Independent director since December 2022; currently Head of Operations & Finance Director at FF Global (since June 2022). Prior roles include Deputy Managing Director at China Aviation Fuel (Europe) Limited and Executive Director of Finance at North American Fuel Corporation. Holds a master’s degree in accounting and financial economics from the University of Essex (2008). The Board has affirmatively determined that he is independent under Nasdaq rules and that he qualifies as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FF Global | Head of Operations & Finance Director | Jun 2022–present | Operational/finance expertise supporting board service |
| China Aviation Fuel (Europe) Limited (subsidiary of CAO) | Deputy Managing Director | Oct 2018–Jun 2022 | Operational leadership in fuel procurement and logistics |
| North American Fuel Corporation (subsidiary of CAO) | Executive Director of Finance | Oct 2010–Oct 2018 | Finance leadership in aviation fuel supply operations |
External Roles
No other public company directorships or external board seats disclosed .
Board Governance
- Committee assignments (as of June 21, 2024): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee member; Finance & Investment Committee Chair .
- Independence: The Board affirmatively determined that Jie Sheng is independent; Audit Committee members (including Sheng) are independent and financially literate; Sheng qualifies as an Audit Committee Financial Expert .
- Attendance and engagement: In FY2023 the Board held 38 meetings; every director attended at least 75% of Board and assigned committee meetings during their service period .
- Committee workload (FY2023 meetings): Audit (17), Compensation (15), Nominating (6), Finance & Investment (14) .
- Governance environment: Independent directors meet in regularly scheduled executive sessions; FF prohibits hedging and pledging of company securities by directors .
- Board composition influences: FF Top retains substantial nomination rights under the Heads of Agreement, affecting slate composition and re-nomination constraints, which can shape board independence dynamics .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Standard non‑employee director retainer |
| Committee Member Cash Retainers | Audit: $10,000; Compensation: $6,250; Nominating & Corporate Governance: $5,000; Finance & Investments: $5,000 | Per committee membership |
| Committee Chair Cash Premiums | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating Chair: $7,500; Finance & Investments Chair: $7,500 | Incremental for chair roles |
| Meeting Fees (above 15/year) | $1,500 per meeting; max $20,000 per calendar month | Applies to meetings above 15 per year (Aug 1–Jul 31) |
| Director (FY2023) | Cash Fees ($) | Stock Awards ($) | Option Awards ($) |
|---|---|---|---|
| Jie Sheng | 134,606 | 10,488 | — |
Performance Compensation
| Program Element | Metric Basis | Grant Structure | Historical Grants |
|---|---|---|---|
| Annual RSU Award (Directors) | Time-based; no disclosed performance metrics | $150,000 annual RSU grant value | Jie Sheng cumulative RSUs granted under 2021 Plan: 15,134; Stock options: 0; PSUs: 0, as of Jun 18, 2024 |
No specific director performance metrics (e.g., revenue/EBITDA/TSR) or vesting schedules were disclosed for director RSUs; awards appear to be time-based .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company board roles disclosed |
Expertise & Qualifications
- Finance and operations expertise across global energy/fuel supply chains; senior finance leadership roles at CAO subsidiaries .
- Audit Committee financial expert designation; financially literate per Nasdaq standards .
- Advanced academic training in accounting and financial economics (University of Essex) .
Equity Ownership
| Holder (as listed) | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| “Jia Sheng” (Director) | 22,937 | <1% | Beneficial ownership table as of Jan 28, 2025 |
- Prohibitions: Directors are prohibited from hedging, short sales, margin accounts, and pledging company stock .
- Stock ownership guidelines: The Compensation Committee is responsible for setting and monitoring director ownership guidelines; individual compliance status not disclosed .
Governance Assessment
- Board effectiveness and engagement: Serving as Chair of both the Compensation Committee and the Finance & Investment Committee while also on Audit/Nominating indicates high involvement and broad oversight; committee meeting cadence in FY2023 was intense (Audit 17; Compensation 15; Finance 14; Nominating 6), supporting active governance engagement .
- Independence and expertise: Affirmative independence determination and Audit Committee Financial Expert designation bolster investor confidence in financial oversight quality .
- Compensation structure: Director pay relies primarily on fixed cash retainers plus time-based RSUs; absence of performance-linked equity for directors limits direct pay-for-performance alignment, though RSUs provide some ownership linkage .
- Ownership alignment: Beneficial ownership is <1% (22,937 shares), which is typical for small-cap boards but does not confer substantial economic alignment; hedging/pledging prohibitions are shareholder-friendly .
- Potential conflicts and red flags:
- FF Top nomination rights and constraints on re-nomination may reduce board autonomy; continued vigilance is warranted to ensure independent oversight is preserved despite shareholder influence .
- Concurrent role at FF Global (Head of Operations & Finance Director) could present perceived conflicts around related-party matters; however, the Board has affirmatively determined independence and the Audit Committee oversees related-party transactions .
- Meeting fee structure above 15 meetings/year may incentivize excessive sessions; monitoring for substance vs. frequency is prudent .
Overall, Jie Sheng’s finance/operations background and committee leadership (Compensation and Finance & Investment) strengthen oversight of pay, capital structure, and financing; independence and audit expertise support credible governance, while low ownership and FF Top nomination influence represent areas to monitor for investor alignment and board autonomy .