Leqi Dong
About Leqi Dong
Leqi Dong (age 36) was appointed as an independent director of Fly-E Group (FLYE) on September 17, 2025. He serves as Chair of the Nominating and Governance Committee and as a member of the Audit and Compensation Committees. Dong is a real estate bridge loan originator and fund manager at Golden Harbor Capital LLC (since September 2018) and holds a bachelor’s degree from “Brauch College, Zichlin School of Business” (2013). Neither family relationships nor related-party transactions requiring Item 404(a) disclosure were reported in connection with his appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden Harbor Capital LLC | Real estate bridge loan originator and fund manager (founded and managed a private real estate debt fund) | Sep 2018 – Present | Private real estate debt; fund management experience relevant to financing and risk oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Golden Harbor Capital LLC | Fund manager | Private | No FLYE related-party transactions disclosed under Item 404(a) in connection with his appointment |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director |
| Committees | Chair: Nominating & Governance; Member: Audit; Member: Compensation |
| Appointment date | September 17, 2025 |
| Years of service | From Sept 17, 2025 (inaugural year) |
| Lead Independent Director | Not disclosed in the cited filings |
| Board/committee attendance | Not disclosed in the cited filings |
| Executive sessions | Not disclosed in the cited filings |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $26,400 per year, paid quarterly | |
| Committee membership/chair fees | Not disclosed (no incremental fees specified in offer letter) | |
| Meeting fees | Not disclosed | |
| Expense reimbursement | Reasonable, pre-approved business expenses reimbursed |
Context on historical director pay (FY2025): Independent directors Wang and Lun Feng received $37,500 and $50,000 in cash, respectively; Zanfeng Zhang $7,500 (independent director agreements indicate: Zhang $30,000; Wang and Feng $50,000). This frames Dong’s $26,400 retainer as below prior independent director levels.
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for Dong in 8-K/offer letter | N/A (no performance metrics disclosed) |
| Bonus | None disclosed for director role | N/A |
No performance metric definitions, targets, or PSU frameworks are disclosed for Dong’s director compensation in the cited filings.
Employment & Contracts (Director Offer)
| Term | Key Details |
|---|---|
| Term length | Through next Annual Shareholders’ Meeting; subject to re-election |
| Non-compete | 12 months post-service; limited passive holdings ≤1% in public competitors permitted |
| Non-solicit | 12 months post-service |
| Confidentiality/IP | Broad confidentiality; inventions arising from duties assigned to company |
| Termination | By stockholders (majority of voting power) or by Board for specified causes; director may resign at will |
| Governing law | New York; NYC venue |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships reported in appointment filing; no Item 404(a) related-party transactions disclosed for Dong |
Expertise & Qualifications
- Real estate debt origination and fund management; private credit/risk evaluation background .
- Bachelor’s degree from “Brauch College, Zichlin School of Business” (2013) .
- Governance roles: Chairs Nominating & Governance; sits on Audit and Compensation committees, implying responsibility for board refresh, oversight of internal controls/financial reporting, and pay governance.
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at recent record date | Not reported in the Aug 27, 2025 record-date table (Dong appointed after the record date) |
| Vested/unvested shares | Not disclosed |
| Options (exercisable/unexercisable) | Not disclosed |
| Pledged/hedged shares | Not disclosed |
| Ownership guidelines | Not located in the cited filings |
Governance Assessment
- Board roles and independence: Dong strengthens independence and refresh, chairing Nominating & Governance and joining Audit/Compensation—roles central to board composition, internal controls, and pay.
- Compensation alignment: Cash-only annual retainer of $26,400 is modest vs. prior independent director cash levels ($30k–$50k agreements; FY2025 payouts varied), suggesting low immediate ownership alignment absent equity grants. Monitoring for future equity grants or ownership guidelines would be prudent.
- Conflicts and related parties: The company disclosed no family relationships or Item 404(a) related-party transactions for Dong at appointment—mitigating conflict risk; the offer letter includes 12-month non-compete/non-solicit covenants.
- Company-level governance risk context: FLYE disclosed material weaknesses in internal control over financial reporting and substantial doubt about going concern at FY2025; Dong’s Audit Committee service will be tested as management executes remediation and liquidity plans.
RED FLAGS / Watch items
- Company-level risks: Material weaknesses and going concern raise oversight demands on the Audit Committee; effectiveness of remediation and financing execution should be tracked.
- Alignment: No disclosed equity for Dong to date; absence of ownership guidelines disclosure and a cash-only structure could limit “skin-in-the-game” unless later grants occur.
Overall signal: Independent governance refresh with multi-committee engagement is positive, but investor confidence will hinge on internal-control remediation, capital/liquidity progress, and establishing clearer ownership alignment for new independent directors.
Appendix: Sources
- Appointment, biography, independence, committee roles, and compensation terms: Form 8-K dated Sept 19, 2025; Director Offer Letter (Ex. 10.2).
- Historical director compensation context (FY2025): DEF 14A (Sept 5, 2025).
- Beneficial ownership table at Aug 27, 2025 record date: DEF 14A (Sept 5, 2025).
- Company-level internal control and going concern disclosures: FY2025 10-K (July 15, 2025).