Maggie Yu
About Maggie Yu
Sau Kuen (Maggie) Yu, age 48, is Senior Vice President of Hour Loop and has served on the Board since June 2013; she holds a Bachelor’s in Computer Science from UC San Diego (2004) and is married to CEO/Chairman Sam Lai, together constituting a controlling shareholder group . She is a non‑independent director under Nasdaq rules and part of a “controlled company” structure with ~95% voting power held by Lai/Yu, which exempts HOUR from certain governance requirements (e.g., independent compensation committee) . In 2023, she led vendor acquisition, with the company adding more than 150 new vendors, triggering maximum bonus under her agreement . Specific TSR, revenue, and EBITDA growth metrics tied to her performance are not disclosed in the proxies.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hour Loop, Inc. | Senior Vice President | 2013–present | Instrumental in onboarding new vendors; company acquired >150 new vendors in 2023, leading to max bonus per addendum |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Ms. Yu “does not hold, and has not previously held, any directorships in any reporting companies” |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 450,000 | 550,000 | 15,292 (healthcare + 401k) | 1,015,292 |
| 2023 | 450,000 | 550,000 | 25,651 (healthcare + 401k) | 1,025,651 |
| 2024 | 450,000 | 550,000 | 16,991 (healthcare + 401k) | 1,016,991 |
Notes:
- 2024 footnote details: healthcare $10,332 and 401(k) $6,659 . 2023 footnote details: healthcare $11,113 and 401(k) $14,538 .
Performance Compensation
| Fiscal Year | Metric | Target(s) | Actual Attainment | Payout Mechanics | Payout Result |
|---|---|---|---|---|---|
| 2022 | New Vendors Acquired | 50% of base at ≥75; 100% at ≥100 vendors | Not disclosed | Single payout level based on threshold met | Bonus paid $550,000 |
| 2023 | New Vendors Acquired | 50% of base at ≥100; 100% at ≥135 vendors | Company acquired >150 new vendors; 100% of base salary bonus approved | Single payout level based on threshold met | Bonus paid $550,000 |
| 2024 | New Vendors Acquired + Guaranteed Bonus | 50% of base at ≥100; 100% at ≥135 vendors; guaranteed $100,000 on Dec 27, 2024 | Not disclosed | Guaranteed $100k plus threshold-based payout | Bonus paid $550,000 (consistent with 100% of base $450k + $100k guaranteed) |
| 2025 (Mar 14 Addendum No. 4) | New Vendors Acquired + Guaranteed Bonus | 50% of base at ≥100; 100% at ≥135 vendors; guaranteed $100,000 on Dec 22, 2025 | To be determined | Single payout level based on threshold met, plus guaranteed bonus | TBD (FY ends 12/31/2025) |
| 2025 (Aug 5 Addendum No. 5 – revised) | Company Net Profits (excluding taxes & exec bonuses) + Guaranteed Bonus | 50% of base at ≥$1,000,000; 100% at ≥$2,000,000; guaranteed $100,000 on Dec 22, 2025 | To be determined | Single payout level based on profitability thresholds, plus guaranteed bonus | TBD |
Equity Ownership & Alignment
Total Beneficial Ownership (multi‑year)
| Record Date | Shares Outstanding | Maggie Yu Beneficial Shares | % of Outstanding |
|---|---|---|---|
| 2022 (proxy record date) | 35,037,333 | 33,305,376 (with spouse; each individually holds 16,652,688) | 95.1% |
| 2023 (proxy record date) | 35,082,464 | 33,321,706 (with spouse; each individually holds 16,660,853) | 95.0% |
| 2024 (proxy record date) | 35,132,480 | 33,336,378 (with spouse; each individually holds 16,668,189) | 94.89% |
| 2025 (proxy record date) | 35,160,190 | 33,347,462 (with spouse; each individually holds 16,673,731) | 94.84% |
Notes:
- Husband‑and‑wife control group: each deemed to beneficially own the other’s shares, resulting in ~95% combined voting power .
- No disclosures of pledged shares as collateral in proxies reviewed .
Equity Awards – Recurring Stock Grants (as compensation)
| Grant Date | Shares to Maggie Yu | Fair Value per Share ($) | Basis |
|---|---|---|---|
| Jan 4, 2023 | 1,001 | 2.9985 | Executive/Director compensation per agreements |
| Apr 3, 2023 | 1,365 | 2.1985 | Executive/Director compensation per agreements |
| Jun 30, 2023 | 1,752 | 1.7125 | Executive/Director compensation per agreements |
| Oct 2, 2023 | 1,948 | 1.54 | Executive/Director compensation per agreements |
| Jan 2, 2024 | 2,139 | 1.4025 | Executive/Director compensation per agreements |
| Mar 29, 2024 | 2,251 | 1.3330 | Executive/Director compensation per agreements |
| Jul 1, 2024 | 2,946 | 1.0185 | Executive/Director compensation per agreements |
| Oct 1, 2024 | 2,196 | 1.3660 | Executive/Director compensation per agreements |
| Apr 1, 2025 | 1,750 | 1.714 | Executive/Director compensation per agreements |
Stock Options
| Grant Date | Options Granted | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|
| Jan 6, 2022 | 25,000 | Equal to IPO offering price (IPO price referenced as $4 used for market value in proxied calculations) | Vests in 4 equal annual installments; first vests on first anniversary (Jan 6, 2023) | Standard four‑year vest; expiration not disclosed |
Ownership Guidelines and Hedging/Pledging
- No director/executive stock ownership guideline disclosures found in proxies reviewed .
- No hedging/pledging disclosures for Ms. Yu; clawback policy applies at the plan level consistent with exchange listing standards .
Employment Terms
| Term | Provision |
|---|---|
| Role & Agreement | Executive Employment Agreement dated May 27, 2021; Senior Vice President role; agreements amended over time |
| Term & Renewal | Three‑year initial term; auto‑extends for successive one‑year terms unless non‑renewal notice; employment “at will” |
| Quarterly Equity | Company issues quarterly stock valued at $3,000 for services (fair value methodology defined) |
| Non‑Solicitation | During term and for 3 years thereafter; prohibits soliciting/recruiting Company employees with exceptions for general ads |
| Indemnification & Insurance | Entitled to D&O and related coverages during term; protections continue at least six years after end of term |
| Good Reason | Defined to include material diminution of comp/benefits, reduction in base or bonus (outside broad cuts), relocation >50 miles, or uncured material breach |
| Severance | If terminated without Cause or resigns for Good Reason: lump‑sum cash equal to remaining base salary for remainder of term/renewal year; unvested equity deemed vested |
| Death/Disability | Pro‑rata bonus for year of termination based on target bonus; unvested equity forfeited |
| Change‑of‑Control (2021 Plan) | If awards not assumed/substituted: full vesting/exercisability; RSU/restricted stock restrictions lapse; performance awards deemed at 100% of target; administrator discretion on treatment if assumed |
| Clawback | Awards subject to any Company clawback policy required under listing standards/Dodd‑Frank; administrator may impose recoupment |
Board Governance & Director Service
- Board Service: Director since June 2013; non‑independent director .
- Committee Roles: Audit Committee comprises independent directors (Bui – Chair, Gao, Lenner; historical inclusion of Branch); Ms. Yu is not an audit committee member .
- Controlled Company Status: Hour Loop is a “controlled company” under Nasdaq rules; not required to have a majority‑independent board, a fully independent compensation committee, or independent nomination processes; audit committee independence is maintained per listing standards .
- Dual‑Role Implications: Spousal relationship with CEO/Chairman Sam Lai and combined ~95% voting control raise independence concerns and concentrated control risks for minority shareholders .
- Director Compensation: Non‑employee directors receive quarterly equity valued at $3,000; additional day‑rate cash for Company‑requested trade shows/events ($1,000 full day / $500 half day) .
Related Party Transactions (Governance Red Flags)
- Affiliated Loans:
- December 2020 Loan: $1,041,353 (50/50 attributable to Lai/Yu), initially non‑interest bearing; amended to 2% interest and Dec 31, 2021 maturity; repaid in full Jan 18, 2022 and Jan 27, 2023 .
- July 2021 Loan: ~$4,170,418 (split evenly between Lai/Yu), interest 2% → extended; later extended to Dec 31, 2025 at 5.5% interest; outstanding principal $3,499,418 (Dec 31, 2024) and $3,160,418 (Mar 27, 2025) .
Compensation Structure Analysis
- Cash vs Equity Mix: Ms. Yu’s annual compensation heavily cash‑based (base + large cash bonus), with relatively small recurring quarterly share grants; no new stock options reported after 2022 .
- Guaranteed Compensation: Guaranteed $100,000 bonuses explicitly added for 2024 and 2025, increasing fixed/guaranteed elements in pay .
- Performance Metric Evolution: Vendor acquisition targets defined in 2022–2024 addenda; revised mid‑2025 to profitability (net profits thresholds), aligning incentives with bottom‑line performance .
- Governance Process: Compensation determined by Board without a dedicated independent compensation committee due to controlled company status .
Director Compensation (Non‑Employee Directors)
| Element | Amount | Notes |
|---|---|---|
| Quarterly Equity Grants | Equity valued at $3,000 per quarter | Grant mechanics specified; fair value methodology defined |
| Event Day‑Rates | $1,000/day; $500/half day | For Company‑requested trade shows/events |
Risk Indicators & Red Flags
- Controlled Company with ~95% voting power concentrated in Lai/Yu; absence of independent compensation/nominating committees .
- Related party loans to Company from Lai/Yu with extensions and increased interest rate; ongoing outstanding principal balances as of 2025 .
- Guaranteed bonuses layered atop performance bonuses (e.g., 2024–2025), potentially weakening pay‑for‑performance alignment if targets are missed .
- Legal Proceedings: No involvement by executives/directors in Item 401(f) proceedings over past 10 years (positive) .
Equity Award Vesting & Potential Supply Overhang
- Options vest 6,250 per year over four years starting Jan 6, 2023 (25,000 total), creating predictable potential option exercises through Jan 6, 2026 .
- Recurring quarterly share issuances to executives/directors provide a steady stream of small equity grants, which could translate into periodic selling pressure if recipients monetize shares; no specific sale activity is disclosed in proxies .
Employment & Contracts Summary
| Item | Detail |
|---|---|
| Base Salary | $450,000 (initial, subject to Board adjustments) |
| Bonus Structure | Threshold‑based (vendors or net profits) with guaranteed amounts in 2024–2025 |
| Severance (No Cause/Good Reason) | Lump‑sum remainder of term base salary; equity vests |
| Non‑Solicit | Term + 3 years |
| Indemnification Tail | ≥6 years post‑term |
| Change‑of‑Control | Accelerated vesting if awards not assumed |
Investment Implications
- Alignment: Ms. Yu’s very large beneficial stake (~95% combined with spouse) aligns incentives with long‑term value, but extreme control raises minority shareholder governance risks and reduces free float/liquidity .
- Incentives Shift: Moving 2025 incentives from vendor acquisition to company net profits is a positive step toward profitability alignment; however, guaranteed bonuses add fixed pay elements that can dilute pay‑for‑performance if results lag .
- Supply & Trading: Predictable equity issuance (quarterly shares; option vesting ticks) could create periodic supply; monitoring Form 4s for selling patterns is prudent given recurring grants .
- Governance Overhang: Controlled company status (no independent compensation/nominating committees) and related‑party financing underscore governance overhang; investors should discount for potential conflicts and limited external checks .