Changzheng Ye
About Changzheng Ye
Independent director of CIMG Inc. (IMG); age 34; appointed to the Board on May 2, 2024. Engineering and technical management background spanning automotive, software, and network technology. Bachelor’s degree in Mold Design and Manufacture from Zhengzhou University (2014). Serves as Audit Committee Chair and member of the Nominating & Corporate Governance Committee; Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAIC Volkswagen Automotive Co., Ltd. | Engineer | 2014–2015 | Early engineering experience in automotive manufacturing |
| Shanyi Shanmei Technology Co., Ltd. | Software Engineer | 2015–2017 | Software development responsibilities |
| Shenzhen Baoyide Network Technology Co., Ltd. | Project Manager | 2018–2021 | Led projects in network technology |
| Enron Investment Management | Technical Director | 2021–2023 | Technical leadership; systems/IT oversight |
| Lear Group Limited | Technical Director | Mar 2023–present | Current technical leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lear Group Limited | Technical Director | Mar 2023–present | Operating role; no public company directorships disclosed in proxy |
Board Governance
- Independence: Board affirmed Ye is an “independent director” under SEC and Nasdaq standards; four of five directors are independent; all committee members are independent .
- Committees and roles: Audit Committee Chair; Nominating & Corporate Governance Committee Member; not on Compensation Committee .
- Audit committee expertise: Ye chairs Audit; Yanli Hou is designated “audit committee financial expert” and financially sophisticated per Nasdaq .
- Attendance and engagement: In FY2024 the Board met six times; Audit met four times; Nominating acted by unanimous written consent twice; “all directors attended at least 90%” of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance mechanics: Board holds independent director sessions without management; hedging and pledging of company securities prohibited for directors; Code of Ethics in place .
- Related-party oversight: Audit Committee reviews and approves related-party transactions ; the proxy outlines thresholds for disclosure in “Certain Relationships and Related Transactions” .
Fixed Compensation
| Component | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash | $5,000 |
| Stock Awards | $0 |
| Option Awards | $0 |
| Committee Chair/Meeting Fees | Not disclosed |
Director compensation for FY2024 was pro-rated for mid-year appointments; no equity was granted to non-employee directors in FY2024 .
Performance Compensation
| Element | FY 2024 |
|---|---|
| Performance-Based Cash (bonus/meeting-linked) | Not disclosed |
| RSUs/PSUs Granted | $0; no awards disclosed |
| Option Grants/Performance Options | $0; no grants disclosed |
| Performance Metrics (TSR, EBITDA, ESG, etc.) | Not applicable; none disclosed for directors |
- Clawback: Company adopted an incentive-based compensation clawback policy on Jan 20, 2023 (primarily applicable to executives) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list any current public company directorships for Ye . |
Expertise & Qualifications
- Technical and engineering management across automotive, software, and network technology; project and technical director roles in multiple firms .
- Audit oversight experience as Audit Committee Chair; committee includes a designated audit committee financial expert (Yanli Hou) .
- Education: B.S. in Mold Design and Manufacture, Zhengzhou University (2014) .
Equity Ownership
| Item | Status |
|---|---|
| Common shares beneficially owned | 0 (shown as “—” in table; all directors/officers as a group: 0 shares) |
| Percent of shares outstanding | 0% (group total) |
| Vested vs. unvested equity | None disclosed |
| Options (exercisable/unexercisable) | None disclosed |
| Shares pledged as collateral | Prohibited for directors by Insider Trading Policy |
| Hedging/short sales | Prohibited for directors by Insider Trading Policy |
Governance Assessment
-
Positives:
- Independent director; serves as Audit Committee Chair with all committees comprised of independent directors; Board holds independent sessions without management .
- Robust trading policy prohibits hedging and pledging; Code of Ethics in place; Section 16(a) compliance reported as timely for FY2024 .
- Audit Committee chartered responsibilities include internal control oversight, risk oversight, and related-party transaction review .
- Equity plan governance: the plan prohibits option repricing without shareholder approval, a shareholder-friendly feature .
-
Risks/RED FLAGS:
- Zero equity ownership for directors and officers as a group; Ye individually shows no reported beneficial ownership—weak “skin-in-the-game” alignment for directors .
- Audit Committee Chair is not the designated “audit committee financial expert” (designation sits with another member), which may raise oversight questions given Ye’s primarily technical (non-financial) background; mitigated by having a financial expert on the committee .
- Director pay is modest and entirely cash-based in FY2024 (no equity), which limits direct alignment with shareholders and may affect long-term incentives; Ye received $5,000 in FY2024 .
- The company is seeking to increase authorized shares from 200,000,000 to 600,000,000 for flexibility in financings and transactions; if approved and used, future issuance could dilute existing holders’ voting power and EPS (general governance risk context) .
-
Related-party exposure:
- Audit Committee must approve related-party transactions; the proxy describes the threshold for disclosure (>$120,000 or >1% of assets), but does not list specific related-party transactions in the cited section; ongoing vigilance warranted given new leadership and acquisitions .