Jiande Chen
About Jiande Chen
Jiande Chen is Chief Executive Officer and Chairman of the Board of Healthcare AI Acquisition Corp. (HAIAF), serving since December 28, 2023; age 59 . He holds a BA in English Literature from Fudan University (1982) and a master’s and Ph.D. in Communications from the University of Washington (1987, 1991) . Prior roles include CEO and Vice Chairman of IMAX China (HKG:1970), and senior leadership at Sony Pictures Entertainment China; current external directorships include IMAX China, Beijing Cultural Investment Development Group, and TCL-IMAX Entertainment Co., Limited . The company’s filings do not disclose TSR, revenue growth, or EBITDA growth metrics applicable to his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IMAX China Holding, Inc. | Chief Executive Officer | Aug 2011 – Dec 2019 | Led IMAX China to IPO on Hong Kong Exchanges, scaled China operations |
| IMAX China Holding, Inc. | Vice Chairman | Dec 2019 – Dec 2020 | Oversight of post-IPO strategy and governance |
| Sony Pictures Entertainment, China | SVP, Chief Representative & General Manager | 2000 – 2011 | Built studio’s China presence and distribution capabilities |
| Redwoods Acquisition Corp. | Chief Executive Officer & Director | Jan 2022 – present | SPAC leadership, target sourcing and transaction execution |
| Alkaid Acquisition Corp. | Chief Executive Officer & Director | Jan 2022 – present | SPAC leadership, target sourcing and transaction execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IMAX China Holding, Inc. (HKG:1970) | Non-Executive Director | Jan 2021 – present | Industry relationships; governance oversight |
| Beijing Cultural Investment Development Group Co., Ltd. (SHA:600715) | Independent Director | Jun 2017 – present | Cultural investment, governance independence |
| TCL-IMAX Entertainment Co., Limited | Board Member | Not disclosed | JV governance; content/technology collaboration |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | — | No cash compensation paid to executive officers or directors prior to initial business combination |
| Target Bonus (%) | — | Not disclosed; no cash compensation paid pre-combination |
| Actual Bonus ($) | — | Not disclosed; no cash compensation paid pre-combination |
| Administrative Service Fee to Sponsor ($/month) | $10,000 | Former sponsor administrative fee; $177,095 accrued and subsequently waived at Sponsor Handover (treated as capital contribution) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed pre-business combination | — | — | — | — | — |
Company states that prior to completion of the initial business combination, no compensation of any kind (including equity awards, finder’s, consulting fees) will be paid to sponsor, executive officers, or directors beyond reimbursements for out-of-pocket expenses .
Equity Ownership & Alignment
| Holder | Class A Shares Owned | % of Class A | Class B Shares Owned | % of Class B | Voting Control % |
|---|---|---|---|---|---|
| Jiande Chen | — | — | — | — | — |
| Jiande Chen | — | — | — | — | — |
| All officers and directors (group of five) | — | — | — | — | — |
Beneficial ownership tables in both the FY 2024 10-K and the 2025 DEF 14A list Jiande Chen with no reported beneficial ownership; no pledging or hedging disclosures specific to Chen are provided .
Stock ownership guidelines and compliance status: Not disclosed .
Insider trading policy: Company discloses it has not adopted an insider trading policy .
Clawback policy: Board adopted a Clawback Policy consistent with Exchange Act Section 10D and filed as an exhibit .
Employment Terms
- Role and start date: Chief Executive Officer and Chairman since December 28, 2023 .
- Officer terms: Officers are appointed by and serve at the discretion of the Board; no fixed term .
- Severance/change-of-control: Company is not party to agreements providing for benefits upon termination; no severance disclosed; change-of-control economics not disclosed .
- Compensation pre-combination: No cash or equity compensation paid to executive officers/directors before initial business combination; reimbursement of reasonable out-of-pocket expenses; administrative fee to former sponsor ceased with waiver at Sponsor Handover .
- Post-combination: Directors or management who remain may be paid consulting/management fees by the combined company; amounts to be determined by a compensation committee of independent directors or a majority of independent directors and disclosed in business combination materials .
- Sponsor nomination rights: After the business combination, sponsor entitled to nominate three individuals to the Board so long as it holds covered securities under the registration and shareholder rights agreement .
Board Governance
- Dual-role implications: Chen serves as CEO and Chairman of the Board, creating a combined leadership structure .
- Independence: Board determined independent directors (Nat Y Chan, Stefan Dodov, Manuel C. Menendez III) meet Nasdaq and SEC standards .
- Committees:
- Audit Committee: Members — Nat Y Chan (Chair), Stefan Dodov, Manuel C. Menendez III; all independent; Chan designated “audit committee financial expert” .
- Compensation Committee: Members — Nat Y Chan, Stefan Dodov, Manuel C. Menendez III; Chair — Manuel C. Menendez III; charter authorizes retaining independent compensation advisers .
- Nominating/Governance: Company indicates independent directors handle nominations without a standing nominating committee; no nominating charter in place .
- Independent sessions: Independent directors will have regularly scheduled meetings with only independent directors present .
- Attendance rate, Lead Independent Director, executive session frequency metrics: Not disclosed .
Director Compensation
| Component | FY 2024 |
|---|---|
| Annual cash retainer | — (no cash compensation pre-combination) |
| Committee membership/chair fees | — (no cash compensation pre-combination) |
| Equity grants (DSUs/RSUs) | — (no compensation of any kind pre-combination) |
| Meeting fees | — (no cash compensation pre-combination) |
Compensation Committee Analysis
- Committee composition: Three independent directors; Chair — Manuel C. Menendez III .
- Consultant independence: Committee may retain compensation consultants/legal counsel; required to assess adviser independence per Nasdaq/SEC before engagement .
- CEO pay process: Annual review of CEO goals/objectives and remuneration, if any; committee implements/administers incentive and equity-based plans when applicable .
Performance & Track Record
- Corporate achievements under Chen: Biography highlights leading IMAX China to Hong Kong IPO and senior strategic roles in global media, indicating transaction and operational track record .
- Company-level performance metrics during tenure (TSR, revenue, EBITDA): Not disclosed in filings reviewed.
Risk Indicators & Red Flags
- Insider trading policy not adopted (process/control gap vs best practice) .
- Multiple concurrent SPAC responsibilities and other fiduciary obligations may create conflicts in allocating opportunities/time, per Risk Factors .
- Sponsor post-combination Board nomination rights could affect independence dynamics .
- Dual CEO-Chairman role concentrates authority; mitigated by independent committees and independent-only sessions .
- Clawback policy adopted (positive governance control) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay results and shareholder proposal voting: Not disclosed in reviewed filings.
Expertise & Qualifications
- Education: Fudan University BA; University of Washington MA/Ph.D. in Communications .
- Domain expertise: Media, entertainment, capital markets (IPO leadership), cross-border transactions; current roles across public and JV boards .
- Board qualifications: Company cites extensive financial, management, and transaction experience .
Equity Ownership & Trading Signals
- Insider ownership: No reported beneficial ownership for Chen in Class A or Class B shares across 10-K and 2025 DEF 14A tables .
- Insider selling pressure: Low near-term, given no reported share ownership; pledging/hedging not disclosed .
- Form 4 activity: Not covered in filings reviewed; no insider transaction disclosures for Chen identified in proxy/10-K materials.
Investment Implications
- Pay-for-performance alignment is currently minimal at HAIAF’s SPAC stage: no cash or equity compensation pre-combination, no severance or CIC arrangements, and no disclosed personal share ownership, reducing traditional incentive levers and selling pressure signals .
- Governance structure features independent audit and compensation committees and independent-only sessions, but CEO-Chairman dual role and sponsor nomination rights could weigh on independence; adoption of a Clawback Policy is a positive counterbalance, while the absence of an insider trading policy is a process gap investors should monitor .
- Execution risk centers on conflicts noted in Risk Factors from concurrent fiduciary obligations across multiple SPACs, reinforcing the need to track business combination disclosures for any employment, equity awards, or adviser engagements that could shift incentive alignment post-combination .