David Xu
Future FinTech GroupAbout David Xu
David Xu, age 38, is an independent director and currently serves as Chairman of the Board at Future FinTech Group Inc. (FTFT); he is also a member of the Audit Committee and Compensation Committee, appointed to the Board in June 2025 . He has extensive experience in financial services and investment banking, including roles at China CITIC (July 2022–May 2025) and China Construction Bank (June 2020–July 2022) focused on IPOs and capital markets listings . Xu holds an MBA from The Australian National University (2020) and a Master’s in Law from the University of International Business and Economics (2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China CITIC | Middle/Senior Manager (IPO advisory) | Jul 2022 – May 2025 | Assisted companies in going public across China and overseas markets |
| China Construction Bank | Middle Manager (financing, IPO support) | Jun 2020 – Jul 2022 | Supported corporate funding and IPO execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external boards disclosed for Xu |
Board Governance
- Structure and independence: FTFT’s Board has five members with a majority independent; independent directors are David Xu, Mingyong Hu, and Mingjie Zhao . David Xu is an independent director serving as Chairman, with Hu Li as CEO; this split is intended to strengthen oversight while enabling management focus on operations .
- Committees: Audit Committee (Chair: Mingyong Hu; members: Xu, Zhao) held 4 meetings in FY2024; Compensation Committee (Chair: Zhao; members: Xu, Hu) held 3 meetings in FY2024; all committee members attended all meetings in FY2024 . The Board held 12 meetings in FY2024, and directors (then serving) attended all meetings; the full Board acts as the nominating function (no standing nominating committee) .
| Governance Item | Detail |
|---|---|
| Independence (NASDAQ) | Xu deemed independent under NASDAQ rules |
| Board Leadership | Chairman: David Xu (independent); CEO: Hu Li |
| Committees | Audit: Hu (Chair), Xu, Zhao; Compensation: Zhao (Chair), Xu, Hu |
| Meetings (FY2024) | Board: 12; Audit: 4; Comp: 3; all attended by serving members |
| Nominating | No standing committee; full Board handles nominations |
| Code of Ethics | Available on ftft.com; applies to directors and officers |
Fixed Compensation
- 2024 director cash fees (context): FTFT disclosed cash retainers for directors serving in 2024; David Xu’s compensation for 2025 was not disclosed in the proxy (he joined June 2025). The disclosed fees suggest modest cash retainers for directors and committee chairs .
| Director (2024) | Role/Chair | Cash Fees ($) | Notes |
|---|---|---|---|
| Mingjie Zhao | Comp Chair; Audit member | 25,000 | Annual retainer for chair/member |
| Johnson Lau | Audit Chair; Comp member (resigned Sep 30, 2024) | 20,833 | Partial-year |
| Fuyou Li | Board Chair (until 2024); Audit & Comp member | 18,000 | Annual retainer |
| Mingyong Hu | Audit Chair; Comp member (appointed after Sep 30, 2024) | 3,000 | Partial-year |
| David Xu | Chairman; Audit & Comp member | N/A | Joined Jun 2025; no 2024 disclosure |
Performance Compensation
- Director equity: Directors are eligible recipients under FTFT’s omnibus equity plans; the 2025 Omnibus Equity Plan authorizes grants (Options, SARs, Restricted Stock, Unrestricted Stock, RSUs) to Employees, Outside Directors, Consultants, and New Hires, but no director-specific grants to Xu are disclosed in the proxy . The 2024 Plan’s March 10, 2025 grants were to officers/employees (e.g., 300,000 shares to CEO Hu Li); no director awards disclosed .
| Equity Plan Feature | Detail |
|---|---|
| Authorized shares (2025 Plan) | 5,000,000 shares; adjustments for corporate actions |
| Eligible recipients | Includes Outside Directors |
| Award types | Options, SARs, Restricted Stock, Unrestricted Stock, RSUs |
| Repricing | Prohibited without shareholder approval |
| Individual limits | Max 1,000,000 shares or $1,000,000 cash per year for performance-based awards |
Detailed performance metric framework (plan-level; not specific to Xu):
| Performance Metric Category | Examples (used for plan performance-based awards) |
|---|---|
| Profitability | Net income; EBIT; EBITDA; operating margin; profit margins |
| Growth & Returns | EPS; ROE; ROA; growth; economic value added |
| Top-line | Revenues; sales (net/gross) by product/region |
| Market metrics | Stock price; total shareholder return; market share; peer group performance |
| Financial health | Cash flow; working capital; capital expenditures; asset quality; regulatory ratings |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current/prior) | None disclosed for David Xu |
| Committee interlocks | Company states no interlocking relationships for the Compensation Committee |
Expertise & Qualifications
- Capital markets: In-depth knowledge of listing procedures, regulatory frameworks, and market environments across major international capital markets .
- Finance and banking: IPO preparation and corporate financing experience from roles at China CITIC and China Construction Bank .
- Education: MBA (ANU, 2020) and Master of Law (UIBE, 2011) .
Equity Ownership
- As-of proxy record date (Apr 11, 2025), beneficial ownership for directors and named executive officers as a group was 47,340 shares (1.5% of 3,050,770 outstanding shares post 1-for-10 reverse split); individual director holdings listed do not include David Xu (joined Jun 2025) . A major shareholder, WICL (controlled by Shanchun Huang), held 9,000,000 shares (48.107% of voting power) as of Sep 16, 2025, indicating concentrated control risk .
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Directors & NEOs (8 persons, group) | 47,340 | 1.5% | As of Apr 11, 2025 |
| WICL (indirect, Shanchun Huang) | 9,000,000 | 48.107% | As of Sep 16, 2025 |
| David Xu | Not disclosed | — | Joined Jun 2025; not in Apr 2025 table |
Related Party Transactions and Conflicts
- Policy & oversight: Audit Committee reviews, approves/ratifies related party transactions; directors must recuse when related .
- 2024 transactions: Consultancy fees paid to Nice Talent Partner Limited ($3,000,000) and JKNDC Limited ($6,933,009); loans/advances involving certain management; no transactions disclosed involving David Xu .
- Pre-approval and compliance: RPTs noted as approved by the Audit Committee .
| Counterparty | Relationship | Amount ($) | Nature |
|---|---|---|---|
| Nice Talent Partner Limited | Controlled by NTAM director Chan Siu Kei | 3,000,000 | Consultancy fees (2024) |
| JKNDC Limited | Owned by Tsoi Tsz Leung | 6,933,009 | Consultancy fees (2024) |
| Ming Yi | CFO | 8,871 | Accrued expenses; interest-free |
| Shanchun Huang | Director; WICL legal person | 29,036 | Accrued expenses; interest-free |
| Hu Li | Legal person of subsidiary | 20,000 | Loan receivable to Co.; interest-free |
Director Compensation Governance and Attendance
| Item | Detail |
|---|---|
| Compensation Committee | Independent members; chaired by Zhao; 3 meetings in FY2024; all attended |
| Audit Committee | Independent members; chaired by Hu; 4 meetings in FY2024; all attended; Hu is “financial expert” |
| Board meetings | 12 in FY2024; directors (then serving) fully attended |
| Say-on-Pay (2025 agenda) | Advisory vote scheduled; rationale described; historical approval percentages not disclosed |
Insider Trades
| Item | Detail |
|---|---|
| Section 16 compliance | Company states all Section 16(a) filings by officers/directors were timely for FY2024 |
| David Xu Form 4s | Not disclosed in proxy; no transaction details provided |
Governance Assessment
- Strengths: Independent Chairman (David Xu) with capital markets expertise; majority independent Board; clear committee structure with independent chairs; full attendance reported for FY2024 committees and Board (pre-Xu tenure) .
- Risks and red flags:
- RED FLAG: High ownership concentration—WICL’s 48.107% voting power may diminish minority shareholder influence and increase related-party and governance risk .
- RED FLAG: No standing nominating committee (full Board serves this function), which may weaken formal independence in director selection processes .
- RED FLAG: Significant consultancy payments to related parties (~$9.93M combined in 2024), albeit Audit Committee-approved; requires vigilant oversight to avoid conflicts and ensure arm’s-length terms .
- Alignment and incentives: Directors are eligible under equity plans, with robust performance metric frameworks, and repricing prohibitions; however, no disclosed equity awards to Xu and modest cash retainers suggest limited direct pay-for-performance for directors absent future grants .
Independence status confirmed for Xu under NASDAQ rules; no disclosed related-party dealings involving him; attendance post-appointment not yet disclosed in the proxy .