Cao Yu
About Cao Yu
Cao Yu, age 34, has served as Chief Financial Officer (CFO), Secretary, and Treasurer of FiEE, Inc. since February 26, 2025, and joined the Board as a director in April 2025 (executive-director dual role) . Prior to FiEE, she held treasury and finance roles in Chinese companies (see Past Roles) . During her brief tenure to date, company-level financials show FY 2024 revenue of $0.64M and EBITDA of $(1.69)M versus FY 2023 revenue of $26.11M and EBITDA of $(16.59)M (context for pay-for-performance; see table) [GetFinancials]. The company regained Nasdaq trading on June 2, 2025, and changed its ticker to FIEE on July 10, 2025, signaling progress in relisting and rebranding efforts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Taifeng Cultural Communication Co., Ltd | Treasury Director overseeing financial matters | Nov 2018–Nov 2024 | Led treasury/finance operations ahead of transition to FiEE |
| Yangfeng Art Exchange Co., Ltd | Business Manager | Feb 2016–Oct 2018 | Commercial/operations role in art exchange business |
| Suzhou Industrial Park Xinfushida Plastic Profile Products Co., Ltd | Treasury Officer, Finance Dept. | Mar 2011–Jan 2016 | Treasury responsibilities within industrial manufacturing |
External Roles
- No external public company directorships or committee roles for Cao Yu were disclosed in the 2025 proxy biography .
Fixed Compensation
- Director cash retainer: $12,500 per quarter under her Director Agreement dated July 8, 2025 (pro‑rated for partial quarters; reimbursements allowed; includes confidentiality and non‑solicitation provisions) .
- CFO executive compensation (base salary, target bonus, equity grants) for 2025 was not disclosed in the 2025 DEF 14A; the proxy’s executive compensation tables cover 2024 NEOs (Lazar, Hitchcock) and do not include Cao Yu; the 8‑K appointing her as CFO did not state pay terms .
Performance Compensation
- Company-wide 2025 Equity Incentive Plan (subject to stockholder approval) features: minimum one‑year vesting (limited exceptions), no single‑trigger vesting on change in control, no repricing without stockholder approval, clawback tied to restatement and misconduct, and standard transfer restrictions; 1,394,230 shares reserved for awards .
- No specific 2025 metrics, weighting, targets, or payouts for Cao Yu’s individual incentives (e.g., revenue growth, EBITDA, TSR, ESG) were disclosed in the proxy or 8‑Ks .
Performance plan table (not disclosed): The proxy does not provide metric, weighting, target, actual, payout %, or vesting outcomes for Cao Yu .
Equity Ownership & Alignment
| Holder | Total beneficial ownership | % of class | Composition |
|---|---|---|---|
| Cao Yu (CFO/Director) | 4,615,012 | 49.5% | (i) 1,585,366 Common; (ii) 1,145,833 shares of Series A Convertible Preferred (convertible into 1,604,166 Common); (iii) 1,425,480 Common issuable upon a warrant |
| Officers & Directors as a group (5) | 8,538,804 | 69.7% | Concentrated insider ownership including CEO and directors |
- Related-party/insider transactions: On May 9, 2025, the Company sold 1,585,366 shares of Common Stock to Cao Yu for $2,600,000 (cash in) . On February 18, 2025, Cao Yu (with Hu Bin and Youxin Consulting Limited) also acquired preferred stock, warrants, and common shares from former director David Lazar under an amended and restated securities purchase agreement; subsequent amendments addressed earnout/convertible note mechanics (see Related Transactions section of proxy) .
- Pledging/hedging: The Company prohibits short sales but “does not currently have a policy regarding hedging activities” (governance misalignment risk); no pledging disclosures for Cao Yu were provided .
- Ownership guidelines: No executive or director stock ownership guideline disclosure was identified in the proxy .
Employment Terms
- Start date/role: Appointed CFO effective February 26, 2025; became a Director in April 2025 .
- Employment agreement: No CFO employment contract, term, salary, target bonus, or severance/change‑of‑control terms were disclosed in the proxy or the appointment 8‑K .
- Director Agreement (separate from CFO role): cash retainer $12,500/quarter; contains confidentiality and non‑solicitation covenants; terminable on director cessation, permanent disability, 30‑day notice, or death .
- Change-in-control (equity plan): No single-trigger vesting; Board may accelerate, cash‑out, assume/replace, or allow short exercise window around a change in control; applies to awards granted under the 2025 Plan .
- Clawback: The Compensation Committee may recover excess performance‑based pay upon restatement tied to misconduct under the company’s clawback policy .
Board Governance
- Board roles: Cao Yu is a non‑independent director and CFO; she is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees (committee membership: Audit—Hu Bin, David Natan, Chan Oi Fat; Compensation—Hu Bin, David Natan, Chan Oi Fat; Nominating & Corporate Governance—Hu Bin, David Natan, Chan Oi Fat) .
- Independence and dual‑role implications: The Board determined independent directors include Hu Bin (Chair), David Natan, and Chan Oi Fat; Cao Yu is an executive-director and thus non‑independent . The proxy also discloses that Cao Yu is the niece of director Hu Bin—introducing a family relationship that may raise independence/perception risks despite the Board’s independence determinations (notably, Hu Bin is Chair) .
- Board leadership: Independent Chair (Hu Bin) and separate CEO (Li Wai Chung); no Lead Independent Director .
- Director compensation: For her board service, Cao Yu’s Director Agreement provides $12,500 per quarter in cash; no additional equity specified in that agreement .
Director Compensation (context)
- 2024 non‑employee director compensation (prior board composition) was delivered primarily in stock awards due to one‑time grants; individual totals and resignations are detailed but do not pertain to Cao Yu (she joined in 2025) .
- Current director cash structure for 2025: $12,500 per quarter (Cao Yu and Hu Bin agreements), and for David Natan and Chan Oi Fat a structure including cash plus an equity grant upon one‑year service completion or termination without cause .
Performance & Track Record (Company context during tenure)
- Trading/listing milestones: Nasdaq trading reinstated effective June 2, 2025 under symbol MINM; ticker changed to FIEE on July 10, 2025 after rebranding, marking significant capital markets progress during current leadership’s tenure .
- Pay-versus-performance disclosure: The proxy reports no 2024 performance-based executive payouts and presents historical pay-versus-performance context for prior NEOs; it does not include data for Cao Yu .
Company Financial Context (for pay-for-performance alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $26,106,271* | $639,893* |
| EBITDA (USD) | $(16,594,453)* | $(1,686,976)* |
*Values retrieved from S&P Global.
Source: GetFinancials (S&P Global/Capital IQ); periods and values as returned [GetFinancials].
Related Party Transactions (alignment and conflicts screening)
- February 18, 2025 amended and restated securities purchase: David Lazar sold 2,219,447 shares of Series A Convertible Preferred, a warrant for up to 2,800,000 Common, and certain receivables to purchasers including Cao Yu, Hu Bin, and Youxin Consulting Limited; subsequent agreements restructured Lazar consideration via a convertible note and rescinded earnout-share mechanics .
- May 9, 2025 Cao Yu Securities Purchase Agreement: Company sold 1,585,366 common shares to Cao Yu for $2,600,000 .
- Beneficial ownership concentrations and warrants/conversions for management/insiders are detailed in the Security Ownership table (see Equity Ownership & Alignment) .
Compensation Committee / Say-on-Pay / Peer Group
- Compensation Committee: Independent members are Hu Bin (Chair of Nominating; member of Compensation), David Natan, and Chan Oi Fat; Compensation Committee responsibilities include severance approvals and incentive plan oversight; no 2024 meetings were held by the Compensation Committee (reflecting corporate transitions) .
- Say-on-Pay: Proposal for a non-binding advisory vote at the October 27, 2025 annual meeting; historical outcomes not disclosed (no 2024 annual meeting held) .
- Peer group/target percentile: No benchmarking peer group or target percentile disclosures for executive pay were provided in the proxy .
Governance and Risk Indicators
- Family relationship: Cao Yu (CFO/director) is the niece of Hu Bin (independent director and Board Chair)—a notable governance and independence perception risk .
- Hedging policy gap: Company prohibits short sales but has no current hedging policy—potential misalignment with best practices .
- Equity plan discipline: Minimum one-year vesting, no repricing without stockholder approval, and no single-trigger CIC vesting are positive governance provisions .
- Auditor going concern (context): The 2024 audit report contained a going concern paragraph (company-level risk context) .
Investment Implications
- Alignment and control: Cao Yu’s substantial beneficial stake (49.5%) aligns her incentives with shareholders but also concentrates control; the family tie with the independent Chair intensifies independence and related-party scrutiny risk .
- Disclosure gaps and retention risk: Lack of disclosed CFO employment terms, bonus targets, and equity grant specifics limits pay-for-performance evaluation and makes it difficult to assess retention hooks or severance economics; investors should monitor 8‑Ks/next proxy for employment agreement filings and any equity awards under the 2025 Plan -.
- Trading/relief catalysts: The 2025 relisting and ticker change reduce listing overhangs; execution against the new SaaS/AI strategy and improved financial performance will be key to justifying incentive payouts and reducing governance risk premium .
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