Alan Gao
About Alan Gao
Minghui (Alan) Gao, age 52, has served as an independent director of Hour Loop, Inc. since October 6, 2021. He is a seasoned technology executive currently serving as Chief Technology Officer of Cue Health, Inc. since October 2021; previously CTO of PillPack (acquired by Amazon Pharmacy) and held senior engineering leadership roles at Amazon and Xiu.com. He holds a Master’s Degree in Computer Science from Baylor University (1999). The proxy discloses that he does not hold, and has not previously held, any directorships in reporting companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cue Health, Inc. | Chief Technology Officer | Oct 2021–present | Technology leadership relevant to e-commerce operations oversight |
| PillPack (Amazon Pharmacy) | Chief Technology Officer | Jan 2018–Oct 2021 | Healthcare tech systems experience |
| Amazon.com (Prime Video) | Director, Prime Video | Oct 2016–Jan 2018 | Consumer media platform management |
| Amazon.com (Seller Services) | Engineering Director | Sep 2013–Oct 2016 | Marketplace systems; relevant to Hour Loop’s Amazon-centric retail model |
| Xiu.com (China) | CTO & SVP, Product & Engineering | Sep 2011–Sep 2013 | E-commerce operations and product strategy |
| Amazon.cn (China) | Engineering Director | Nov 2008–Jun 2011 | Regional engineering leadership |
| Amazon.com | Sr. Manager, Software Dev | Oct 2007–Nov 2008 | Software leadership |
| Amazon.com | Software Dev Manager | Nov 2006–Oct 2007 | Team management |
| Microsoft-era roles (early career) | Software Design Engineer & Development Lead | Apr 2001–Nov 2006 | Product development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cue Health, Inc. | Chief Technology Officer | Oct 2021–present | Ongoing external executive role; no reporting-company board roles disclosed |
| Public company boards | None | — | “Does not hold, and has not previously held, any directorships in reporting companies” |
Board Governance
- Independence: The Board determined Gao is independent under Nasdaq, SOX, and SEC rules .
- Committee assignments: Member, Audit Committee; Audit Committee is comprised solely of the three independent directors (Bui—Chair, Gao, Lenner) .
- Board meetings and attendance: Board held four meetings in FY 2024; each director attended at least 75% of Board and committee meetings; one Board member attended the 2024 annual meeting of stockholders .
- Election term: If re-elected in 2025, Gao’s term runs until the 2026 annual meeting or until a successor is elected .
- Governance structure: Hour Loop is a “controlled company” (Sam Lai and Maggie Yu—spouses) controlling ~94.84% voting power; the company avails itself of exemptions from having a majority independent board, and does not have compensation or nominating/governance committees. Audit committee is maintained per Nasdaq rules .
Fixed Compensation
Director agreements provide equity grants sized to a target fair market value of $3,000 per issuance (partial quarters prorated), plus event per diems and expense reimbursement; no separate cash retainer or meeting fees are disclosed .
| Metric | 2022-02-01 | 2022-05-20 | 2022-06-30 | 2022-09-30 | 2023-01-04 | 2023-04-03 | 2023-06-30 | 2023-10-02 | 2024-01-02 | 2024-03-29 | 2024-07-01 | 2024-10-01 | 2025-04-01 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares issued (Gao) | 709 | 916 | 1,049 | 1,050 | 1,001 | 1,365 | 1,752 | 1,948 | 2,139 | 2,251 | 2,946 | 2,196 | 1,750 |
| Fair value per share ($) | 4.0000 | 3.2745 | 2.8605 | 2.8565 | 2.9985 | 2.1985 | 1.7125 | 1.5400 | 1.4025 | 1.3330 | 1.0185 | 1.3660 | 1.7140 |
| Grant-date value ($) | 2,836.00 | 2,999.44 | 3,000.66 | 3,000.33 | 3,001.50 | 3,000.95 | 3,000.30 | 2,999.92 | 3,000.95 | ~3,000.0 | ~3,000.5 | ~2,999.7 | ~2,999.5 |
- Event per diems: $1,000 per full day; $500 per half day for trade shows/events at Company request .
- Expense reimbursement: Reasonable out-of-pocket expenses for in-person meetings, subject to policy; reimbursements above $500 for allocated expenses require pre-approval .
Performance Compensation
The director equity program for Gao is structured as fixed-value common stock issuances; no director-specific performance metrics (e.g., TSR, EBITDA, strategic KPIs) are disclosed for these grants .
| Metric | Disclosure |
|---|---|
| Non-employee director annual equity award cap | $750,000 grant-date fair value; $1,500,000 in connection with initial service |
| Eligible award types | Stock options (non-ISO for directors), SARs, restricted stock, RSUs, performance units/shares; administrator sets vesting/performance criteria |
| Clawback policy | Compensation Recovery Policy adopted Nov 15, 2023 covering executive incentive-based compensation in event of accounting restatement (Nasdaq Rule 10D-1); not specific to director grants |
No director cash bonuses, options, PSUs/RSUs, or COI/severance terms are disclosed for Gao beyond the fixed-value common stock issuances .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed; “does not hold, and has not previously held, any directorships in reporting companies” |
| Compensation committee interlocks | None; company has no compensation committee due to controlled company status; no cross-board interlocks disclosed |
Expertise & Qualifications
- Advanced technical expertise in large-scale consumer and healthcare technology platforms (Amazon Prime Video, Seller Services; PillPack; Cue Health), relevant for oversight of Hour Loop’s Amazon-focused retail operations .
- Education: M.S. Computer Science, Baylor University (1999) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 22,668 |
| Ownership as % of outstanding | <1% (based on 35,160,190 shares outstanding at record date) |
| Shares outstanding (record date) | 35,160,190 |
| Vested vs unvested | Not disclosed |
| Pledged/hedged | Not disclosed |
Governance Assessment
- Board independence and committee effectiveness: Gao is one of three independent directors and serves on the Audit Committee with a financially sophisticated chair, satisfying Nasdaq audit requirements. However, Hour Loop avails itself of controlled company exemptions—no compensation or nominating/governance committees—which centralizes power with controlling insiders and reduces standard independent oversight, a structural governance risk for public shareholders .
- Attendance and engagement: FY 2024 attendance met the 75% threshold; only one director attended the 2024 annual meeting—signals limited visible shareholder engagement despite adequate formal attendance .
- Director pay structure/alignment: Gao’s compensation is modest and equity-based, sized to ~$3,000 per issuance. As the stock price declined, share counts rose to maintain value, but awards remain small relative to company scale—suggesting low risk of pay misalignment for directors. No at-risk performance metrics are tied to his director grants .
- Related-party transactions oversight: Significant affiliated loans from controlling insiders (Sam Lai and Maggie Yu) remained outstanding with amended terms (as of Dec 31, 2024 principal $3,499,418; March 27, 2025 principal $3,160,418; 5.5% interest), reviewed by the Audit Committee. Gao’s audit role places responsibility for scrutiny of these transactions, which are a potential conflict area requiring strong independent oversight .
- Section 16 compliance: Proxy notes one late Form 4 filing by each of several insiders and directors including Gao—minor compliance lapse but worth monitoring .
RED FLAGS
- Controlled company dominance: ~94.84% voting power held by CEO and SVP (spouses), enabling exemptions from standard governance (no comp or nom/gov committees; majority independence not required) .
- Related-party financing: Ongoing loans from controlling insiders with amended terms and extended maturities—requires vigilant audit oversight to ensure arm’s-length treatment .
- Limited shareholder meeting attendance: Only one director attended the 2024 annual meeting, potentially reducing investor confidence in board-shareholder engagement .
- Section 16 timeliness: Late Form 4 filings (one transaction each) including Gao—minor but indicates process controls could be strengthened .
Net investor takeaway: Gao brings deep technology and e-commerce experience and serves on a fully independent Audit Committee, but the company’s controlled status, insider loans, and absence of key independent committees temper the overall governance quality. Continuous monitoring of related-party oversight, audit committee rigor, and shareholder engagement is warranted .