Ding Wei
About Ding Wei
Ding Wei, age 44, is Chief Executive Officer, Chairman, and Director of Inno Holdings Inc. (INHD) since October 15, 2024; he holds a bachelor’s degree in computer science and information systems from CARICH Education of New Zealand . Compensation is modest in cash (CEO base salary $60,000) with additional equity, aligning pay with stock performance; tenure is short, and company priorities in 2025 included financing via SEPA and a reverse split to maintain Nasdaq listing, both relevant to shareholder returns and potential dilution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HYVA Mechanics (China) Co., Ltd. | Head of Administrative Department | 2009–2013 | Led HR support, operations management, compliance control |
| Yangzhou Gaoshi Glasses Co., Ltd. | Deputy GM & Executive Assistant to Chairman | 2006–2009 | Oversaw multi‑department operations, strategy execution, performance monitoring |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yangzhou Ruide Fei Technology Co., Ltd. | Founder, Chairman, General Manager | 2014–present | Corporate management, strategic planning, operations, finance, marketing, team leadership |
| Yangzhou Yu Chen Saiwen Information Consulting Co., Ltd. | Founder, Chairman, General Manager | 2014–present | Corporate management and strategy |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary ($) | 60,000 | CEO salary set upon appointment |
| Target Bonus (%) | Not disclosed | No company-wide short-term bonuses in FY2023–FY2024 except a one-time award to prior CFO/CEO; none disclosed for Ding |
| Perquisites | Not disclosed | No specific perquisites disclosed for Ding |
Performance Compensation
| Award Type | Grant/Authorization | Units/Terms | Performance Metrics | Vesting |
|---|---|---|---|---|
| Stock grant (under 2023 Omnibus Plan) | As of proxy filing date (Feb 2025) | 150,000 shares of common stock to Ding Wei | Not specified for this grant | Not disclosed |
| 2025 Omnibus Incentive Plan (framework) | Shareholder approval sought; 880,000 share reserve with annual evergreen from 2026 | Allows options, RSUs, SARs, performance awards; director annual equity/cash cap | Menu may include revenue, EBITDA, operating margin, TSR, ROE/ROA, cash flow, market share, ESG and other metrics at the administrator’s discretion | Determined by plan administrator per award |
Notes
- No option grants, strike prices, or specific vesting schedules for Ding are disclosed. Outstanding equity awards table at FY2024 year-end had none for NEOs (pre-appointment), with Ding’s stock grant subsequently disclosed “as of” the 2025 proxy .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 150,000 shares (3.40% of outstanding as of Feb 13, 2025) |
| Shares outstanding (reference date) | 4,410,482 (Record Date for 2025 annual meeting) |
| Shares outstanding (later reference) | 7,748,482 (Record Date for Aug 11, 2025 special meeting) |
| Vested vs. unvested | Not disclosed for Ding’s 150,000-share grant |
| Options (exercisable/unexercisable) | None disclosed |
| Pledging/Hedging | Not disclosed |
| Ownership guidelines | Not disclosed |
| Clawback policy | Executive compensation recoupment policy adopted Oct 30, 2023 (Rule 10D‑1/Nasdaq compliant) |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Appointed CEO/Chairman/Director Oct 15, 2024 |
| Contract term | No employment agreement; at-will terms implied |
| Severance | None; NEOs not eligible for termination or CIC payments as of 9/30/2024 |
| Change-of-control | No CIC benefits; plan-level change-in-control settlement mechanics apply to equity awards if granted under the plan |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
| Post-termination consulting | Not disclosed |
Board Governance
- Board/role: Chairman and CEO (combined); not independent under Nasdaq rules .
- Independence: 3 of 5 directors independent; independent directors are Qu, Tu, Mo .
- Committees and roles:
- Audit: Qu (Chair), Tu, Mo
- Compensation: Qu (Chair), Tu, Mo
- Nominating & Corporate Governance: Qu (Chair), Tu, Mo
- Board meetings: Board met twice in FY2024; all directors serving then attended ≥80% of meetings/committees (note: Ding’s appointment was post-FY2024) .
- Lead Independent Director: Not disclosed .
- Director since: Ding Wei – October 15, 2024 .
Director Compensation
| Item | Amount | Source/Timing |
|---|---|---|
| Independent director cash retainer | $10,000 per year | 2025 DEF 14A summary |
| Newly appointed directors (Oct 2024) | $10,000 per quarter | Appointment 8-Ks for Qu and Mo |
Note: Company disclosures present differing figures across filings; 8‑Ks for October 2024 appointees specify $10,000 per quarter, while the February 2025 proxy states $10,000 per year for independent directors .
Compensation Structure Analysis
- Cash vs. equity mix: Low guaranteed cash (CEO base $60,000) with an equity grant (150,000 shares), indicating higher at-risk, equity-aligned design at current stage .
- Short-term incentives: No formal cash bonus program disclosed for Ding; prior years featured minimal cash incentives company-wide .
- Equity program evolution: 2025 Plan expands tools (options/RSUs/performance awards) and allows performance-goal setting across financial and TSR metrics, enabling pay-for-performance calibration going forward .
- Clawback: Policy adopted consistent with Rule 10D‑1/Nasdaq enhances accountability for any restatements or misconduct .
Vesting Schedules and Insider Selling Pressure
- Vesting schedules: Not disclosed for Ding’s 150,000-share grant; no option terms disclosed .
- Insider selling: No insider Form 4 activity is disclosed in the proxy excerpts; monitor future Section 16 filings for liquidity events.
- Supply/dilution overhang: Company entered two Standby Equity Purchase Agreements (SEPAs), authorizing up to 20,000,000 shares at 20%–40% of “Minimum Price” ($15m facility) and up to 25,000,000 shares at 20%–40% of Minimum Price ($6m facility), implying potential issuance-related selling pressure and dilution if utilized .
- Reverse split: Proposed 1-for-5 to 1-for-25 reverse split to maintain Nasdaq listing; could affect float dynamics and price mechanics .
Performance & Track Record
- Tenure context: Appointed Oct 15, 2024; limited public performance history under Ding’s leadership to date .
- Strategic focus: Maintaining listing compliance via reverse split and augmenting liquidity through SEPA facilities; these actions impact capital structure and near-term shareholder outcomes .
- Internal controls: Company disclosed a material weakness in ICFR for FY2024, with audit committee oversight of remediation; governance execution on remediation is a key execution risk .
Related Party Transactions
- Proxy discloses certain related-party activities historically (e.g., with former executives/shareholders), but none are identified as involving Ding Wei; new independent directors oversee related-party review via Audit Committee .
Equity Plan, Say‑on‑Pay, and Peer Group
- Equity plans: 2023 Omnibus Plan in place; 2025 Omnibus Plan submitted for approval with expanded features and evergreen mechanism from 2026 .
- Peer group/benchmarking: Not disclosed .
- Say‑on‑Pay: Not disclosed in 2025 DEF 14A (company is an Emerging Growth Company and provides scaled compensation disclosure) .
Expertise & Qualifications
- Education/skills: Bachelor’s in CS/Information Systems; long-standing founder/operator with corporate management, planning, operations, finance, and marketing experience .
- Board qualifications: Noted for leadership and strategic planning; not designated as “independent” (executive director) .
Employment & Contracts (Retention Risk)
- No employment agreement, severance, or CIC protections for Ding; retention leans on role, equity, and ongoing strategy execution .
- Clawback in place; non-compete/non-solicit terms not disclosed .
Investment Implications
- Alignment: Low cash pay with equity grant suggests alignment with equity holders; however, lack of disclosed vesting/performance conditions on the 150,000-share grant limits visibility on true pay-for-performance rigor .
- Dilution and supply risk: Two SEPAs priced at steep discounts to “Minimum Price” enable up to 45,000,000 shares across 2025 facilities; combined with reverse split mechanics, this indicates ongoing capital structure management and potential issuance-related pressure near term .
- Governance mitigants and risks: CEO/Chair dual role is balanced by fully independent Audit/Comp/Nominating committees led by an independent chair, yet independence optics remain a consideration; remediation of material weakness is a key execution hurdle for credibility and future capital access .
- Retention: Absence of employment/severance/CIC protections can be shareholder-friendly on entrenchment but creates retention risk if equity underperforms or liquidity is constrained; expanded 2025 Plan provides tools to refine performance-linked retention awards .