Yueou Wang
About Yueou Wang
Independent director? Not independent under Nasdaq rules; board determined only Benhamou, Carney, Levinson, Nicolet, Southworth, and Zhang are independent . Age 51; Class II director; joined GDYN’s board in 2017; current term expires at the 2027 annual meeting . Finance-focused operator: CEO and Executive Director of Automated Systems Holdings (“ASL,” GDYN’s former parent) with prior CFO roles; degrees include BA in International Accounting (Jinan University) and MBAs from University of Wales and Tsinghua .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automated Systems Holdings (ASL) | Executive Director | Since Sep 2015 | Finance/strategy leadership of former parent; potential related-party knowledge |
| Automated Systems Holdings (ASL) | Chief Executive Officer | Since Sep 2016 | Operational oversight; implications for interlock with major shareholder group |
| ASL subsidiaries (incl. associate i‑Sprint) | Director | Current | Ongoing governance roles in related entities |
| Guangzhou Headway Technology Co., Ltd. | Chief Financial Officer; Board Secretary | Prior (dates not disclosed) | Financial controls; reporting experience |
| Wistron Information Technology & Services | Regional Finance Manager (China) | Prior (dates not disclosed) | Regional finance operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teamsun (Beijing Teamsun Technology Co. group) | Director | Dec 2017 – Feb 2020 | Teamsun is the ultimate parent of ASL; group is a major GDYN shareholder |
| ASL group (incl. i‑Sprint) | Director at certain subsidiaries/associate | Current | Continues governance within former parent’s ecosystem |
Board Governance
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance; current committee members are Southworth (Audit Chair), Levinson, Zhang, Benhamou (Audit member), Benhamou (Comp Chair), Carney (Comp member), Carney (Nominating Chair), Benhamou (Nominating member) . The director roster footnotes show committee memberships for named directors; none indicated for Yueou Wang .
- Independence: Not independent under Nasdaq; independence affirmed for six other directors only .
- Attendance and engagement: Board held 4 meetings in FY2024; each director attended 95% of combined board/committee meetings; four directors attended the 2024 annual meeting .
- Anti‑hedging/pledging: Insider trading policy prohibits hedging and pledging for directors and employees; also restricts derivative trading and short positions .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 74,982 | 114,982 |
- Policy framework (non‑employee directors): Annual cash retainer $40,000; initial RSUs $75,000; annual RSUs $75,000; committee chair cash fees: Audit $20,000, Compensation $15,000, Nominating $15,000; member cash fees: Audit $15,000, Compensation $10,000, Nominating $10,000 .
- 2025 policy update: Increased equity components—additional RSUs to Chair ($40,000) and committee members ($30,000); extra RSUs for non‑executive chair and lead independent director increased to $30,000 .
- 2025 alignment change: Effective Dec 23, 2025, directors default to receiving RSUs in lieu of cash retainers/fees unless they opt out, to enhance alignment; annual cap $600,000 per outside director remains .
Performance Compensation
Directors receive time‑based RSUs; there are no disclosed performance‑conditioned awards for directors. The stated values reflect grant‑date fair value under ASC 718 and vest per director equity policy; no director‑specific performance metrics are disclosed for board compensation .
Other Directorships & Interlocks
- Major shareholder linkages: Beijing Teamsun (via Teamsun, ASL, and GDB/GDD) beneficially owns 16.4% of GDYN; addresses and chain of ownership disclosed; this group has shared voting/dispositive power over these shares .
- Stockholders’ Agreement (Business Combination): Provided ASL and the SPAC sponsor with rights (subject to thresholds) to designate directors, with Voting Parties agreeing to vote for such designees—indicating historic governance influence for ASL/Teamsun affiliates .
- Wang’s roles at ASL/i‑Sprint and prior Teamsun directorship create interlocks with the major shareholder group; this underpins his non‑independent status .
Expertise & Qualifications
- Finance and accounting credentials; BA in International Accounting (Jinan) and MBAs (University of Wales; Tsinghua EMBA); extensive IT industry finance/management experience (ASL CEO/CFO; Wistron; Guangzhou Headway; i‑Sprint directorship) .
- Board’s stated rationale: Financial management expertise in IT enables contribution on financial and strategic issues .
Equity Ownership
| Holder | Common Shares Held | Options Exercisable ≤60 days | RSUs Vesting ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Yueou Wang | 30,954 | 42,397 | 3,672 | 77,023 | <1% (*) |
Company policy prohibits hedging and pledging of company stock by directors .
Governance Assessment
- Strengths: High attendance (95% average across directors); robust anti‑hedging/pledging policy; director pay structure increasingly equity‑heavy post‑2025 for better alignment .
- Risks/RED FLAGS: Not independent; significant affiliations with ASL/Teamsun, a 16.4% shareholder, and historical director designation rights—potential for perceived conflicts or influence by major shareholder group .
- Compensation and alignment: 2024 board pay mix includes meaningful equity ($74,982 RSUs) but base cash retainer remains; move to equity in lieu of cash from Dec 23, 2025 is positive for alignment .
- Committee effectiveness: Absence from key committees (Audit, Compensation, Nominating) limits direct influence on oversight levers, which can mitigate conflict concerns but also reduces contribution to core governance processes .
Context: Shareholder support for executive pay (98% Say‑on‑Pay approval in 2024) suggests broader investor confidence in compensation governance; not specific to director pay but relevant to governance climate .