Zhou Ou

About Zhou Ou

Zhou Ou is Chief Executive Officer, Chairman, and an executive director of Fly-E Group, Inc. He briefly served as Interim CFO from August 26, 2025 until September 17, 2025, when a permanent CFO was appointed . Biographical details such as age, education, and prior work history were not disclosed in the reviewed filings. Company performance metrics (TSR, revenue growth, EBITDA growth) were not disclosed in the cited documents; however, governance activity in 2025 focused on reverse split proposals to address Nasdaq bid-price compliance and capital-raising authorizations, signaling financing and listing risk during his tenure .

Past Roles

External Roles

No external directorships or external roles for Mr. Ou were disclosed in the reviewed filings.

Fixed Compensation

Multi-year CEO compensation (fiscal years ended March 31):

Notes:

• Mr. Ou did not receive additional director fees beyond his CEO compensation .

Performance Compensation

• Annual cash bonus: No target or actual bonus payouts disclosed for FY2023–FY2025; Summary Compensation Tables show no bonuses .
• Equity awards: No stock or option awards granted or outstanding for Mr. Ou as of the fiscal year-ends disclosed; “Outstanding Equity Awards at Fiscal Year End: None” .
• Company equity plan design: The 2024 Omnibus Incentive Plan (approved in 2025) enables future grants of options, RSUs/PSUs, SARs, and other equity, with an initial pool and an evergreen increase commencing April 1, 2026 (up to 8% of outstanding shares annually, as determined by the Board/Committee) .

Detailed incentive-metric table (not disclosed):

Plan features with alignment/retention implications:

• Change in control: If awards are not assumed/continued, outstanding time- and performance-based awards may vest or be cashed out; if assumed, continue per adjusted terms .
• Clawback/recoupment: Awards subject to company clawback policies and applicable law .
• No option/SAR repricing without shareholder approval .

Equity Ownership & Alignment

Beneficial ownership snapshots:

Additional alignment indicators:

• Vested vs. unvested equity: Not applicable; no outstanding equity awards disclosed .
• Options (exercisable/unexercisable): None outstanding .
• Pledging/hedging: No pledging or hedging disclosures for Mr. Ou in reviewed filings .
• Ownership guidelines: No executive stock ownership guideline disclosures found in reviewed filings .

Context on dilution and potential selling pressure:

• The April 2025 special meeting sought approval to issue up to 120,000,000 shares (or equivalents) for aggregate consideration up to $8 million, with a maximum 50% discount to market; insider purchases would not be priced below the Nasdaq Official Closing Price (or 5-day average) at agreement signing . This authorization, if used, could increase float and dilute existing holders, though it restricts discounted insider participation .

Employment Terms

Key employment and contractual terms for Mr. Ou (CEO):

Board Governance

• Roles and structure:

  • Mr. Ou serves as both CEO and Chairman, a dual role that can raise independence and oversight considerations; he signed 2025 proxy materials in this capacity .
  • The Company pursued a proposal to classify the Board into three staggered classes (if approved), which can enhance continuity but may reduce shareholder ability to effect rapid changes in board composition (potential anti-takeover effect) .

• Committee composition changes (2025):

  • On September 17, 2025, Leqi Dong was appointed as an independent director, becoming Chair of the Nominating and Governance Committee and a member of the Audit and Compensation Committees .
  • Separate director resignations on August 21, 2025, left two independent director seats temporarily vacant pending appointments .

• Director compensation:

  • Mr. Ou receives no additional director compensation beyond CEO pay .

Director Compensation (Context)

FY2025 director compensation disclosures:

Independent director fee framework: Mr. Zhang $30,000; Mr. Wang and Mr. Feng $50,000 annual cash fees per Independent Director Agreements (as context; figures reflect role tenure timing) .

Risk Indicators & Red Flags

• Listing and financing stress:

  • Reverse stock split proposals in March and September 2025 explicitly aimed at maintaining Nasdaq minimum bid-price compliance .
  • April 2025 special meeting sought authority for significant discounted private offerings (up to 120,000,000 shares for up to $8 million), signaling potential dilution and financing need; insiders restricted from discounted participation below market .

• Leadership turnover:

  • CFO turnover: Resignation of CFO on November 6, 2024 (per 2025 proxy footnote), resignation of successor CFO on August 20, 2025, Mr. Ou appointed Interim CFO on August 26, 2025, and a new permanent CFO appointed September 17, 2025 .

• Governance entrenchment risk:

  • Proposal to classify the Board into three staggered classes may reduce near-term board accountability to shareholders (common entrenchment concern) .

• Pay-for-performance alignment:

  • No disclosed annual bonuses or equity awards for CEO through FY2025; alignment relied on direct share ownership, which declined from 31.32% to 8.15% during 2025 amid share structure changes, diluting insider alignment but still leaving a material stake .

Investment Implications

• Alignment and incentives: Mr. Ou’s cash pay is modest and stable ($100k) with no disclosed variable pay or long-term equity awards through FY2025, so near-term sell pressure from vesting is low; alignment hinges on his ownership stake, which fell markedly in 2025 (31.32% to 8.15%), reducing but not eliminating insider alignment with shareholders .
• Dilution and liquidity overhang: The April 2025 authorization (up to 120,000,000 shares for $8 million at up to a 50% discount) and reverse split proposals underscore ongoing financing needs and potential dilution, a headwind for equity holders; insider purchases cannot be priced below recent market closes, limiting direct insider discounting .
• Governance risk: CEO/Chairman dual role with a proposed classified board structure heightens independence and entrenchment concerns; coupled with CFO churn, this elevates execution and oversight risk in the near term .
• Watch items: Monitor 2024 Plan utilization (equity grants, performance metric rigor, potential CIC protections) and any new capital issuance following shareholder approvals, as these will materially affect dilution, insider incentives, and trading dynamics .

All disclosures above are sourced from Fly-E Group’s 2025 DEF 14A proxy statements and Form 8-K filings as cited.