Nat Y Chan
About Nat Y Chan
Independent Director (age 37) since December 28, 2023; Australian‑qualified Chartered Accountant with an Executive MBA (Kellogg/HKUST) and a Bachelor of Economics (Macquarie University). Serves as Audit Committee Chair and SEC-designated “audit committee financial expert.” Core credentials span retail/e‑commerce finance and governance, including CFO roles in China; tenure at HAIA dates from his appointment in late 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richemont China (Shanghai) | Chief Financial Officer | Since May 2014 | Finance leadership; governance over retail/e‑commerce operations |
| Burberry (Shanghai) Trading Co. Ltd. | Finance/leadership (prior role) | Not disclosed | Not disclosed |
| Sac & Co Holding Limited | Finance/leadership (prior role) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fengmao Trading (Shanghai) Co. Ltd. (Richemont–Alibaba JV) | Board Director | Not disclosed | E‑commerce JV governance experience |
Board Governance
- Independence: Board determined Nat Y Chan is independent under Nasdaq and SEC rules; independent directors hold regular sessions .
- Committee assignments:
- Audit Committee: Chair; financially literate; designated “audit committee financial expert” by the Board .
- Compensation Committee: Member (chair is Manuel C. Menendez III) .
- Corporate Governance & Nominating Committee: HAIA established; composed entirely of independent directors (member specifics not disclosed) .
| Committee | Role | Key Responsibilities |
|---|---|---|
| Audit | Chair | Auditor oversight, rotation, independence; pre‑approve audit/non‑audit services; compliance monitoring; review/approve payments to affiliates |
| Compensation | Member | CEO/EO pay oversight; incentive/equity plans; director remuneration review; may retain independent advisors |
| Gov/Nominating | Independent composition | Established per Nasdaq; member details not disclosed |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash compensation to directors prior to business combination |
| Committee chair/member fees | $0 | Not paid prior to business combination |
| Meeting fees | $0 | Not paid prior to business combination |
| Administrative fee | N/A | Former sponsor admin fee waived; new sponsor charges no fee |
Performance Compensation
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Performance equity (RSUs/PSUs) | Not applicable | Not applicable | No director equity awards disclosed pre‑combination |
| Bonus metrics (revenue/EBITDA/TSR/ESG) | Not applicable | Not applicable | No performance-based pay disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Fengmao Trading (Shanghai) Co. Ltd. | Board Director | E‑commerce JV in China; not a disclosed HAIA counterparty |
| Richemont China | CFO (management role) | External fiduciary obligations noted; potential corporate opportunity conflicts mitigated by HAIA charter renunciation provisions |
Expertise & Qualifications
- Chartered Accountant (Australia); CFO experience in large retail/e‑commerce operations; SEC “audit committee financial expert” designation .
- Executive MBA (Kellogg/HKUST) and Bachelor of Economics (Macquarie) .
- Experience in audit oversight, controls, and cross‑border governance through China‑based leadership roles .
Equity Ownership
| Holder | Class B Shares | Class A Shares | Voting Control |
|---|---|---|---|
| Nat Y Chan | — | — | <1% beneficial ownership (none disclosed) |
Notes:
- Initial shareholders (sponsor and former sponsor) collectively hold the majority of voting power; individual directors, including Chan, show no reportable personal holdings .
Governance Assessment
-
Strengths:
- Independent audit leadership: Chan chairs the Audit Committee, with SEC “financial expert” designation—strong signal for financial oversight quality .
- Tight audit committee remit: pre‑approval of audit services, monitoring compliance with IPO terms, and review of payments to affiliates reduces related‑party and control risks typical of SPACs .
- Conservative pay posture: no cash/equity compensation pre‑combination; minimizes pay‑for‑performance misalignment risk during target search phase .
-
Risks / Red Flags:
- Sponsor control: initial shareholders control an overwhelming voting stake, enabling proposal passage irrespective of public float—dilutes independent influence (95% cited in proxy Q&A) .
- Market venue change: HAIA securities delisted from Nasdaq and trade on OTC (HAIAF/HAIUF/HAIWF), heightening liquidity and governance scrutiny risk .
- Going concern/work capital pressure: minimal cash outside trust and reliance on sponsor loans; board faces pressure in oversight of financing extensions .
- Corporate opportunity renunciation: charter waives HAIA’s expectancy in certain opportunities; directors hold external fiduciary duties (e.g., Chan at Richemont), increasing conflict navigation complexity .
- Minimal ownership alignment: Chan has no disclosed equity stake; alignment relies on reputation and committee performance rather than skin‑in‑the‑game .
-
Contextual transaction risk:
- Proposed combination (Leading Partners/Leading Group) introduces cross‑border/CFIUS sensitivities; board/committees must oversee regulatory diligence and financing/redemption mechanics robustly .
Overall: Chan’s audit leadership and independence underpin board effectiveness amid SPAC‑specific control dynamics. Key investor confidence levers will be rigorous audit committee execution (auditor independence, affiliate payment reviews), transparent conflict management under the charter’s corporate opportunity framework, and enhanced communication around liquidity/redemption and OTC governance constraints .