Lisa Fan
About Lisa Fan
Fly-E Group appointed Lisa Fan, age 44, as Chief Financial Officer and an executive director on September 17, 2025 . She holds a bachelor’s degree from Zhejiang Institute of Finance and Economics (2000) and is certified by the Chinese Institute of Certified Public Accountants . Company performance entering her tenure: FY2025 revenue fell 21.0% to $25.4M from $32.2M in FY2024, and EBITDA shifted from $3.5M to -$3.9M, reflecting cost pressures and lower unit sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baizan Consulting Firm | Financial Consultant | May 2022–May 2025 | Led financial structuring and IPO readiness planning for private enterprises |
| Souche Group | Director of Internal Audit | Jul 2019–Apr 2022 | Managed financial system reconstruction, internal control compliance, and listing preparation for U.S. and Hong Kong markets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary (CFO) | $60,000 per year | Sep 17, 2025 | Subject to annual review and adjustment by the Board; “total annual compensation” referenced at appointment was $60,000 |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Board-determined | Not disclosed | Not disclosed | Not disclosed | Discretionary | Not disclosed |
| Equity Incentives (2024 Omnibus Plan) | Performance awards permitted (e.g., revenue, margin, etc.) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Accelerates if awards are not assumed at change-of-control; options/SARs may become exercisable pre-close; otherwise canceled/cashed out per plan |
Equity Ownership & Alignment
- Eligible for equity awards under the 2024 Omnibus Incentive Plan; no individual grant for Ms. Fan was disclosed at appointment .
- Plan includes forfeiture/recoupment (clawback) provisions and prohibits option/SAR repricing without shareholder approval, supporting alignment and governance controls .
- No beneficial ownership disclosure for Ms. Fan yet; prior beneficial ownership tables predate her appointment .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment date | Sept 17, 2025 (CFO and executive director) | |
| Base salary | $60,000/year; benefits and expense reimbursement | |
| Bonus eligibility | Eligible; Board-determined | |
| Equity eligibility | Eligible to participate in company share incentive plan | |
| At-will & renewal | Employment is “at will”; automatically renews absent notice within three months prior to expiration | |
| Severance (without cause) | Lump sum equal to one month of base salary; pro‑rated target annual bonus for prior year; 12 months health premiums; immediate vesting of 100% of unvested equity awards | |
| Change-of-control termination | Same severance benefits as above; base salary measured at greater of immediately prior to termination or then-current; immediate vesting of 100% of unvested equity awards | |
| Non-compete | 1 year post-termination; limits employment with competitors | |
| Non-solicit | 1 year post-termination; limits solicitation of clients and employees | |
| Confidentiality & company property | Ongoing confidentiality; return of documents/materials upon termination | |
| Governing law & venue | New York law; exclusive jurisdiction in NY courts |
Board Governance
- Board service: Executive director as of Sept 17, 2025; no committee assignments disclosed for Ms. Fan at appointment (contrast: Leqi Dong appointed as independent director and chair/member of committees) .
- Leadership structure: CEO Zhou Ou serves concurrently as Chairman (CEO + Chair dual role), concentrating authority and limiting independence; this is explicitly shown on company proxy notices and filings .
- Board classification: Company sought shareholder approval to classify the board into three staggered classes; staggered board provisions appear in governance disclosures and risk factors (anti-takeover effects referenced) .
Director Compensation
- Ms. Fan’s appointment was accompanied by a director offer letter; the company disclosed “total annual compensation” for her role as director and CFO of $60,000, consistent with the base salary in her employment agreement (no separate director retainer disclosed) .
- Independent director pay (context): Prior proxy disclosed cash fees for independent directors (e.g., $50,000/year for certain directors, $30,000 for others) but these applied pre‑appointment and exclude executives .
Expertise & Qualifications
- Education: Bachelor’s degree (Zhejiang Institute of Finance and Economics, 2000) .
- Credentials: Chinese Institute of Certified Public Accountants certificate .
- Technical/functional expertise: Internal audit, internal controls, financial structuring, IPO readiness (U.S./HK), which are core CFO competencies .
Performance & Track Record (Company context at appointment)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($USD) | $32.2M | $25.4M |
| EBITDA ($USD) | $3.5M | -$3.9M |
| Net Income ($USD) | $1.9M | -$5.3M |
- Commentary: Revenue decline driven by lower unit volume and lithium‑battery safety concerns in NYC; operating expenses rose due to payroll, rent, professional fees, software, and litigation settlement costs .
Vesting Schedules & Insider Selling Pressure
- Employment-linked acceleration: Immediate vesting of 100% of unvested equity awards upon termination without cause or change-of-control termination, potentially increasing voluntary turnover risk mitigation but creating event-driven vesting acceleration .
- Plan-level change-of-control: If awards are not assumed/continued, RSUs/PSUs vest and options/SARs may be exercised pre‑close or canceled/cashed out, which can add transaction-related supply to the float for holders other than Ms. Fan if grants exist .
Compensation Structure Analysis
- Cash/equity mix: Base salary is modest at $60,000, with bonus and equity eligibility; lack of disclosed performance metrics/targets may limit pay-for-performance visibility .
- Governance safeguards: Plan includes clawback/recoupment language and no-repricing provisions, reducing shareholder‑unfriendly practices .
- Change-of-control terms: Plan-level single-trigger acceleration if awards are not assumed; employment agreement provides double-trigger style acceleration upon CoC termination, which is shareholder‑standard but creates potential windfall on deals .
Risk Indicators & Trading Signals (context)
- Board independence/turnover: Multiple independent director resignations in Aug 2025 followed by appointment of a new independent director; interim period raised Nasdaq compliance concerns and governance risk .
- Capital structure actions: Reverse stock split (1-for-5) effective July 3, 2025 to address Nasdaq bid price deficiency; split-adjusted trading began July 7, 2025 .
- Ongoing financing: September 18, 2025 Regulation S agreement to raise up to $11.0M via 13.75M shares at $0.80/share for working capital, signaling dilution overhang but strengthening liquidity .
- Legal exposure: UL litigation settled for $1.0M with consent judgment/injunction regarding UL marks—improved legal certainty but indicates recent compliance gaps .
Equity Ownership & Pledging
- No pledging or hedging by Ms. Fan disclosed; company-wide prohibitions not specified .
- Stock ownership guidelines for executives/directors were not disclosed in reviewed filings .
Employment & Contracts (Retention risk, transition analysis)
- Non-compete/non-solicit (1 year) and confidentiality protections help retention and protect IP/customer relationships .
- Severance economics are modest in cash (one month base), with health coverage and equity acceleration more material—limited cash cushion may elevate retention risk if market comp is higher for CFO roles .
Board Governance (dual-role implications)
- CEO also serving as Chairman may heighten independence concerns; Ms. Fan’s status as an executive director further reduces independent checks within the board’s executive cohort .
Investment Implications
- Alignment: Clawback and no‑repricing provisions are positives, but lack of disclosed performance metrics/targets for bonuses or PSUs limits pay‑for‑performance transparency .
- Retention: CFO cash compensation is low, and severance cash is limited; equity acceleration is meaningful only if grants are made—monitor for subsequent equity awards to assess retention alignment .
- Governance: Dual CEO/Chair structure and executive directorship reduce independence; recent director turnover and reverse split plus ongoing financings point to continued capital markets reliance and dilution risk .
- Trading signals: Capital raises (Reg S), reverse split to maintain listing, and legal settlement costs reflect near‑term liquidity priorities and execution risk; watch FY2026 margins, cash burn, and any CFO‑led control enhancements to internal controls and compliance given identified material weaknesses .