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Mingjie Zhao

Independent Director at Future FinTech GroupFuture FinTech Group
Board

About Mingjie Zhao

Independent Director at Future FinTech Group Inc. (FTFT), age 59 as of October 17, 2025; appointed to the Board on July 15, 2020. Chairs the Compensation Committee and serves on the Audit Committee; determined to be independent under NASDAQ rules. MBA, University of Bridgeport (2003); B.S., China Eastern Normal University (1985). The Board cites his management and public company experience as essential to FTFT .

Past Roles

OrganizationRoleTenureCommittees/Impact
TD Holdings, Inc. (formerly China Commercial Credit Inc.)Chief Executive OfficerJul 2016–Mar 2018Led a NASDAQ-listed company; Board notes public company experience
New York Hua Yang, Inc.Chief Operating Officer and DirectorSep 2011–Jul 2016Operating leadership; governance role

External Roles

OrganizationRoleTenureCommittees/Impact
New York Hua Yang, Inc.DirectorSince Apr 2018Ongoing board service

Board Governance

  • Independence: Board determined Zhao is independent; current independent directors are David Xu, Mingyong Hu, and Mingjie Zhao .
  • Committees: Compensation Committee (Chair); Audit Committee (Member). All members of both committees are independent; written charters available on FTFT’s website .
  • Attendance: In FY2024 the Board held 12 meetings; all directors attended all Board and committee meetings. Audit Committee held 4 meetings; Compensation Committee held 3—full attendance. In FY2023 the Board held 11 meetings; Audit 6; Compensation 2—full attendance .
  • Board leadership: Independent Chairman (David Xu) with Zhao serving as Comp Committee Chair; no standing nominating committee—full Board performs nominating functions .

Committee Assignments (Current)

CommitteeChairMembersFY2024 MeetingsAttendance
CompensationMingjie ZhaoMingjie Zhao, Mingyong Hu, David Xu3100%
AuditMingyong HuMingyong Hu, David Xu, Mingjie Zhao4100%

Board and Committee Activity

MetricFY2023FY2024
Board Meetings Held11 12
Audit Committee Meetings6 4
Compensation Committee Meetings2 3
Attendance (Board/Committees)100% (all directors) 100% (all directors)

Fixed Compensation

ComponentFY2023FY2024
Fees Paid in Cash ($)$25,000 $25,000
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive ($)
All Other Compensation ($)
Total ($)$25,000 $25,000

Entitlement: $25,000 per annum for services as director, Compensation Committee Chair, and Audit Committee member .

Performance Compensation

MetricFY2023FY2024
Director Performance Incentives (cash/equity)None disclosed (—) None disclosed (—)
Performance Metrics (TSR, revenue, EBITDA, ESG)Not applicable for directors Not applicable for directors

Other Directorships & Interlocks

CompanyTypeRoleNotes
New York Hua Yang, Inc.PrivateDirector (since 2018)Ongoing external directorship
TD Holdings, Inc.Public (NASDAQ)Former CEO (2016–2018)Former role; enhances public company expertise
  • Compensation Committee interlocks: Company discloses no interlocking relationships during the last fiscal year .

Expertise & Qualifications

  • Education: MBA, University of Bridgeport (2003); B.S., China Eastern Normal University (1985) .
  • Core skills: Management, public company leadership; Board cites his experience as essential to FTFT .

Equity Ownership

HolderShares Beneficially Owned (Apr 11, 2025)% of Outstanding
Mingjie Zhao
  • Beneficial ownership table based on 3,050,770 shares outstanding; “—” indicates no beneficial ownership reported for Zhao as of April 11, 2025 .
  • Section 16(a) compliance: Company believes all applicable filing requirements were complied with in FY2024 .

Governance Assessment

  • Strengths: Independent status; strong committee leadership; perfect attendance in FY2023–FY2024; clear charters; independent Chairman structure .
  • Alignment concern: No disclosed FTFT share ownership for Zhao; lack of equity-based director compensation may reduce economic alignment with shareholders .
  • Process risk: No standing nominating committee; full Board performs the function—can be effective, but may dilute accountability versus a dedicated independent nominating body .
  • Oversight sensitivity: Large related-party consultancy fees were approved by the Audit Committee (on which Zhao serves); while not involving Zhao personally, magnitude and related-party nature warrant heightened scrutiny of committee oversight .
  • Committee authority: Compensation Committee decisions on executive pay are final and not generally subject to Board ratification—concentrates authority, increasing importance of chair independence and rigor .
  • Compliance: Company reported full Section 16(a) compliance in FY2024; no family relationships among directors/executives disclosed .

RED FLAGS

  • No disclosed FTFT equity ownership for Zhao as of April 11, 2025 (skin-in-the-game gap) .
  • Audit Committee approval of significant related-party payments to external entities (not linked to Zhao but indicates heightened governance risk profile) .
  • Absence of a standing nominating committee (full Board handles nominations) .
  • Compensation Committee decisions are final and generally not subject to Board review (concentration of pay-setting power) .