Hao Zhang
About Hao (Howard) Zhang
Hao (Howard) Zhang, 56, is the independent Chairman of the Board of Professional Diversity Network, Inc. (IPDN), serving on the Board since November 2016 and elected Chairman in March 2020. He is a private investor based in China and has served as a director of Wealth Power Global Trading Limited since June 2015. The Board has determined him to be independent under Nasdaq Rule 5605(a)(2); he was nominated to the Board pursuant to nomination rights held by Cosmic Forward Limited (CFL) under a Stockholders’ Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Professional Diversity Network, Inc. (IPDN) | Director | Nov 2016–present | Chairman of the Board since Mar 2020 |
| Professional Diversity Network, Inc. (IPDN) | Chairman of the Board (independent) | Mar 2020–present | Leads Board; Board has not designated a Lead Independent Director |
| Professional Diversity Network, Inc. (IPDN) | Committee Member | Ongoing | Chair, Nominating & Corporate Governance; Member, Compensation |
| Wealth Power Global Trading Limited | Director | Jun 2015–present | Not disclosed |
External Roles
| Company/Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| Wealth Power Global Trading Limited | Not disclosed | Director | Jun 2015 | Listed as a directorship in IPDN proxy biography |
Board Governance
- Independence and nomination: The Board determined Zhang is “independent” under Nasdaq rules; he was nominated by CFL under its stockholder agreement rights. CFL is a significant shareholder (~12.9% as referenced in the proxy narrative), though the beneficial ownership table shows CFL at 12.9% and Aurous Vertex Limited at 16.8% as of April 15, 2025.
- Leadership: The Board does not require separation of CEO and Chair. Zhang serves as Chairman; because all five directors are independent, the Board has not designated a Lead Independent Director.
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee; not on the Audit Committee.
- Meetings and attendance: Board held 3 meetings in 2024; each director attended at least 75% of the Board and applicable committee meetings. Nominating & Corporate Governance Committee held 1 meeting; Compensation Committee held 1 meeting; Audit Committee held 4 meetings.
- Section 16 compliance: The company believes all directors and officers complied with Section 16(a) reporting during 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | $5,000 | 2024 director fee schedule |
| Compensation Committee member retainer | $500 | 2024 director fee schedule |
| Nominating & Corporate Governance Committee Chair retainer | $1,000 | 2024 director fee schedule |
| Total cash paid to Hao Zhang (2024) | $8,000 | As reported in 2024 non-employee director compensation table |
- Context: Cash fees reflect base and committee retainers; the proxy discloses the fee schedule but does not itemize Zhang’s cash fee components beyond the total paid.
Performance Compensation
| Equity Element | 2024 Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $25,000 | RSUs vest after one year | Not disclosed for directors; structure described as time-based |
- Observations: For 2024, Zhang’s director pay is equity-heavy ($25,000 RSUs vs. $8,000 cash), signaling alignment with shareholders via at-risk equity value.
Other Directorships & Interlocks
| Entity | Relationship to Zhang | Details/Implications |
|---|---|---|
| Cosmic Forward Limited (CFL) | Nominating shareholder | CFL holds nomination rights under a Stockholders’ Agreement; Zhang was nominated pursuant to these rights. CFL beneficially owned ~12.9% as discussed; nomination rights can influence board composition despite independence status. |
| Aurous Vertex Limited | Significant shareholder (no disclosed link to Zhang) | Beneficially owned 16.8% as of April 15, 2025; no disclosed connection to Zhang. |
Expertise & Qualifications
- Board leadership and governance: Chairman since March 2020; biography notes “extensive experience in corporate governance.”
- Investment background: Private investor based in China.
- Nominating & governance expertise: Chairs the Nominating & Corporate Governance Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Hao (Howard) Zhang | 9,737 | <1% | Includes RSUs scheduled to vest on June 15, 2025; based on 2,083,285 shares outstanding as of April 15, 2025. |
Governance Assessment
-
Positives
- Independent Chairman with governance experience; serves as Chair of Nominating & Corporate Governance and on the Compensation Committee, providing oversight over board composition and executive pay.
- Attendance threshold met; all directors attended at least 75% of Board/committee meetings in 2024.
- Director pay structure skews toward equity ($25,000 RSUs vs $8,000 cash in 2024), enhancing alignment with shareholders.
- No related-party transactions involving Zhang disclosed; the only 2024–2025 related-party transaction involved the CEO purchasing shares via a controlled entity.
-
Watch items / potential red flags
- Shareholder influence: Zhang was nominated by CFL under stockholder agreement rights; while independent under Nasdaq, this affiliation can raise perceived influence/entrenchment concerns if interests diverge from minority holders.
- Board structure: No Lead Independent Director is designated while Zhang serves as Chair; this centralizes board leadership and relies on committee independence for counterbalance.
- Engagement cadence: Only 3 Board meetings in 2024; Nominating & Corporate Governance and Compensation committees each met once (Audit met 4 times). For a micro-cap, this may be typical, but sustained low cadence can constrain oversight.