Qizhi Gao
About Qizhi Gao
Qizhi Gao is Chief Financial Officer (CFO) of HeartCore Enterprises, Inc. since May 18, 2021, and CFO of subsidiary HeartCore Co. since May 2017, with prior experience as Group Leader in Finance & Accounting at Marubishi Corporation (Tokyo) from 2007–2017 . Education: bachelor’s degree in computer accounting from Chuo College of Information and Accounting, Japan . Age: 42 (as disclosed in FY2023 10-K officer table) . Latest beneficial ownership: 30,910 shares; shares outstanding 23,310,770, implying ~0.13% ownership, aligning him modestly with shareholders .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HeartCore Co. (subsidiary) | Chief Financial Officer | 2017–present | Subsidiary CFO; finance leadership |
| Marubishi Corporation (Tokyo) | Group Leader, Finance & Accounting Department | 2007–2017 | Led finance and accounting functions |
External Roles
No public-company directorships or external board roles disclosed for Qizhi Gao .
Fixed Compensation
| Metric | 2022 | 2023 | Notes |
|---|---|---|---|
| Base salary ($) | 54,012 | 120,222 (effective Jan 1, 2023) | Amended Jan 10, 2023 |
| Target annual bonus ($) | 11,655 | Not disclosed | Initial employment agreement specified target bonus |
| Actual annual bonus ($) | Not disclosed | Not disclosed | Not disclosed in recent filings for Gao |
Key terms: Executive Employment Agreement dated Feb 9, 2022 (CFO role) .
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Restricted stock (6,481 shares under 2021 Plan) | Time-based | N/A | N/A | Shares per vest tranche | 25% vests at end of each year of the employment agreement term; grant under agreement dated Feb 9, 2022 |
Plan mechanics allow performance-based awards, but Gao’s disclosed award is time-based restricted stock; no specific performance metric weighting or payout curve disclosed for his award . Clawback: company awards subject to clawback policy per listing standards/Dodd-Frank; administrator may specify forfeiture/recoupment events .
Equity Ownership & Alignment
| Metric | As of Jul 28, 2025 |
|---|---|
| Beneficial ownership (shares) | 30,910 |
| Ownership as % of shares outstanding | ~0.13% (30,910 / 23,310,770) |
| Vested vs. unvested breakdown | Not disclosed for Gao in outstanding awards table |
| Options (exercisable / unexercisable) | Not disclosed for Gao; outstanding options table lists Yamamoto and Hosaka only |
| Hedging/pledging | Anti-hedging policy prohibits hedging/monetization transactions (e.g., collars, forwards) ; no pledging disclosure found |
| Ownership guidelines | Not disclosed |
| Section 16 compliance | One late Form 4 filing by Gao in FY2024 (company notes delinquent Section 16(a) reports) |
Employment Terms
| Term | Detail |
|---|---|
| Agreement dates | Executive Employment Agreement dated Feb 9, 2022; Amendment No. 1 dated Jan 10, 2023 |
| Term/renewal | Initial one-year term; auto-renews in successive one-year terms unless non-renewal notice ≥30 days before expiration; at-will employment |
| Severance (termination without Cause / with Good Reason) | Lump-sum payment equal to base salary for remainder of the then-current term; any unvested equity granted under the agreement deemed vested; payment of any owed salary/bonuses/benefits and expenses |
| Termination with Cause / resignation without Good Reason | Unpaid base salary/benefits/expenses paid; unvested equity forfeited |
| Death/disability | Unpaid base salary, accrued but unpaid bonus, pro-rata bonus for year of termination based on target, benefits owed, expenses; unvested equity forfeited |
| Change-of-control protection | Good Reason includes compensation/benefits diminution post-COC, salary/bonus reduction, relocation >50 miles, material breach; 280G excise tax gross-up provided (company pays additional amount to make executive whole net of excise/income taxes) |
| Non-compete | For term plus 2 years post-term; prohibits competitive activities and soliciting/accepting business in company’s active geographies |
| Non-solicit | For term plus 3 years post-term; no recruiting/soliciting company employees (with general recruitment carve-out) |
| Confidentiality/IP | Customary confidentiality and work-made-for-hire provisions |
| Indemnification/D&O | Indemnification and D&O/other liability insurance coverage equal to highest amount available to any executive, continuing for ≥6 years post-termination |
| Dispute resolution | Delaware law; state/federal courts in Santa Clara County, CA; arbitration provision included |
Investment Implications
- Alignment: Gao’s beneficial ownership (~0.13%) provides modest equity alignment; anti-hedging policy supports alignment; no pledging disclosure found—a neutral-to-positive governance signal .
- Retention and selling pressure: Time-based vesting on a 6,481-share restricted stock grant from 2022 and severance terms that accelerate vesting upon termination without cause/with good reason reduce forfeiture risk; note one late Form 4 suggests some trading activity but limited disclosure of transaction details .
- Change-of-control economics: The presence of a 280G excise tax gross-up is shareholder-unfriendly and a governance red flag; in a sale scenario, gross-ups and vesting acceleration could increase transaction-related payouts regardless of performance .
- Execution risk: As CFO since 2021 with prior decade of finance leadership, Gao’s experience supports continuity in financial reporting and controls; however, limited disclosure of performance-conditioned incentives suggests pay is more time-based than performance-based, potentially weakening pay-for-performance alignment .
Additional governance context: Company-level clawback provisions apply to awards; anti-hedging policy is in place; board committees were formalized in 2025 post “controlled company” status change (Compensation Committee now independent), which may tighten oversight of executive pay going forward .