Nan Sun
About Nan Sun
Nan Sun, age 42, has served as an independent director of Goldenstone Acquisition Limited (GDST) since April 2021. He is General Manager of H-Bar Continuous Cast Iron Corp. (since 2014) and has held academic positions including professor at Xi’an University of Technology and guest professor at the University of Notre Dame; he earned a Ph.D. and M.S. in Physics from the University of Notre Dame (2012, 2007) and a B.S. from Nanjing University (2003). His biography cites patents in wastewater treatment and fumaric acid recycling and memberships in technical societies (TMS, SPIE, APS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H-Bar Continuous Cast Iron Corp. | General Manager | Since 2014 | Operational leadership (manufacturing context) |
| Xi’an University of Technology | Professor | Since Aug 2017 | Academic research/teaching |
| University of Notre Dame | Guest Professor | Since Aug 2017 | Academic collaboration |
| Jiangsu University | Associate Professor | Apr 2015–Aug 2017 | Academic role |
| Purdue University (Dept. of Physics) | Post-doc Research Associate | Dec 2011–Mar 2012 | Research |
| University of Notre Dame (Harper Cancer Center) | Post-doc Research Associate | Mar 2012–Jun 2015 | Research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Minerals, Metals & Materials Society (TMS) | Member | Not disclosed | Professional society membership |
| Society of Photo-Optical Instrumentation Engineers (SPIE) | Member | Not disclosed | Professional society membership |
| American Physical Society (APS) | Member | Not disclosed | Professional society membership |
| Patent – Wastewater treatment/recycle/chemical extraction | Inventor | 2012 | Patent listed in biography |
| Patent – Fumaric acid recycling device | Inventor | 2014 | Patent listed in biography |
Board Governance
- Independence: The Board determined Nan Sun is independent under Nasdaq standards and SEC rules .
- Committees: Audit Committee member (financially literate requirement applies); Compensation Committee member; Nominating Committee Chair .
- Audit Committee Chair: Jonathan McKeage (not Sun) .
- Compensation Committee Chair: Jonathan McKeage (not Sun) .
- Executive sessions: Independent directors hold regularly scheduled meetings without management .
| Governance Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent director | Board determination |
| Audit Committee | Member; committee composed of independent, financially literate directors | Audit duties include related-party review |
| Nominating Committee | Chair | Oversees director selection |
| Compensation Committee | Member | Reviews exec/director pay; pre-combination restriction applies |
| Board meetings FY ended Mar 31, 2024 | 2 meetings | Total meeting count |
| Attendance FY ended Mar 31, 2024 | No director <75% | Attendance threshold disclosure |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Cash Retainer | None prior to consummation of business combination | SPAC policy prohibits compensation to directors/affiliates pre-merger |
| Committee Membership/Chair Fees | None prior to consummation of business combination | Same restriction applies |
| Meeting Fees | None prior to consummation of business combination | Same restriction applies |
Performance Compensation
| Component | Amount/Policy | Performance Metrics |
|---|---|---|
| Equity Awards (RSUs/PSUs/Options) | None prior to consummation of business combination | No pre-merger performance program disclosed |
Notwithstanding the foregoing, no compensation of any kind, including finders, consulting or similar fees, is paid to existing stockholders/directors/affiliates prior to consummation of an initial business combination .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | N/A | N/A | No other public company directorships disclosed in proxy biography |
- Private/academic roles are listed above; no disclosed interlocks with GDST counterparties or competitors in filings reviewed .
Expertise & Qualifications
- Technical expertise: Physics Ph.D.; research experience at Purdue and Notre Dame; patents in industrial and environmental processes; memberships in TMS, SPIE, APS .
- Board-relevant skills: Financial literacy sufficient for audit committee service (Nasdaq requirement); nominating committee chair overseeing board composition and governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Outstanding Common Stock | Notes |
|---|---|---|---|
| Nan Sun | 15,000 | <1% | Based on 3,442,121 shares outstanding (June 3, 2025) |
- Group ownership: All directors and officers (6 individuals) — 1,450,788 shares, 42.15% .
- Sponsor/insider influence: Sponsor, officers, directors and initial stockholders collectively hold voting rights over 1,788,750 shares (51.7%) and can vote on extensions; significant control over outcomes .
Governance Assessment
- Board effectiveness: Sun’s dual service on Audit and Compensation Committees and chairing Nominating enhances governance coverage (financial reporting oversight, pay policy, board refresh). Audit Committee is explicitly charged with related-party oversight, with policies requiring independent review and prohibiting conflicted participation .
- Independence/attendance: Independent status; Board reported that no director fell below 75% attendance in FY ended March 31, 2024; supports baseline engagement .
- Compensation alignment: Pre-merger SPAC restrictions mean no cash/equity compensation paid to directors, reducing pay-related conflicts before a business combination; ownership is modest (15,000 shares) for Sun .
- Potential conflicts and RED FLAGS:
- Sponsor/insiders voting control over extensions (51.7%) can dominate governance outcomes and dilute public shareholders’ influence; extensions funded by monthly deposits and potential share purchases by sponsor affiliates (not votable for extension) underscore structural control risks .
- Delisting from Nasdaq in March 2025 and OTC quotation increases trading frictions and may impair investor confidence and future financing; a macro governance risk affecting board mandate during combination process .
- SPAC structural incentives: Sponsor economics (founder shares purchased at ~$0.017) may incentivize consummation even at unfavorable terms; board acknowledges divergent interests versus public holders .
- Related-party transaction safeguards: Audit Committee policy mandates arm’s-length review, majority approval, and disallows participation by the related party; precludes affiliated combinations without fairness opinions and independent director approval .
Overall, Sun’s independence and committee roles are positive governance signals; however, SPAC-specific control dynamics and delisting status are material overhangs. Continued transparency on nominating practices and robust audit oversight of sponsor-related transactions remain critical .