Yue Guo
iPowerAbout Yue Guo
Yue Guo was appointed as an independent director of iPower Inc. on May 8, 2025; she currently chairs the Nominating & Corporate Governance Committee and serves on the Audit and Compensation Committees . Ms. Guo, age 38, is a seasoned technology and developer marketing executive with 14 years of experience, including senior roles at AWS China, JD Cloud Technology, and Baidu (Apollo), with a track record in community building, product strategy, and developer relations . Her initial director term is one year and subject to annual re‑election per her Director Offer Letter . There are no family relationships with the Company and no related‑party transactions involving Ms. Guo within the past three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JD Cloud Technology | Head of Developer Market | Oct 2018 – May 2021 | Scaled developer community to 10M annual users; >1,000 technical content pieces annually; partnerships with universities and tech foundations |
| Baidu (Apollo) | Leader, Apollo developer community | — | Built world’s largest autonomous driving community (>100,000 developers); launched autonomous driving curriculum with top universities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon Web Services (AWS) China | Senior Developer Marketing Manager | Since May 2021 | Established China Developer Center; 1.2M annual engagements; onboarded 30,000 new developers in first year |
| OpenSourceCommunity | Advisory member | — | Community leadership in open source ecosystems |
| China Open Source Promotion Union (COPU) | Expert committee member | — | Expert role within national open source promotion union |
| China Computer Federation (CCF) Programmer Culture Committee | Member | — | Professional committee participation |
| LF AI & Data community | AWS China representative | — | Representation in AI/data open source community |
Board Governance
- Appointment and roles: Appointed May 8, 2025; Chair of Nominating & Corporate Governance; member of Audit and Compensation committees .
- Independence: Board determined all directors except CEO/Chairman Chenlong Tan are independent under Nasdaq standards (includes Ms. Guo) .
- Committee structures and activity: Audit Committee (Tchaikovsky, Chair; members Guo and Li) held 5 meetings in FY2024; Compensation Committee (Li, Chair; members Tchaikovsky and Guo) held no meetings in FY2024; Nominating & Corporate Governance Committee (Guo, Chair; with Tchaikovsky and Li) held no meetings in FY2024 .
- Board attendance baseline: Board held 4 meetings and acted by written consent on 5 occasions in FY2024; no director attended fewer than 75% of meetings of the board and applicable committees (preceded Ms. Guo’s appointment) .
- Lead Independent Director: None designated; independent directors plan executive sessions collaboratively .
- Policies: Code of Business Conduct & Ethics, Insider Trading Policy, and incentive‑based compensation recovery (clawback) policy are in place; indemnification provided via bylaws and Nevada law; D&O insurance maintained .
- Related‑party oversight: Audit Committee reviews related‑party transactions for conflicts .
- No family relationships/related‑party transactions for Ms. Guo: None in past three years .
Fixed Compensation
| Component | Amount/Terms | Payment/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer | $10,000 | Quarterly in arrears | Lower than FY2024 standard for other independent directors ($25,000) |
| Annual RSU grant (fair value) | $10,000 | See vesting in Performance Compensation | Lower than FY2024 standard for other independent directors ($30,000 RSUs) |
| Committee chair fee (Nominating & Corporate Governance) | — | — | Only Audit Committee Chair receives +$5,000 annual retainer |
| Expense reimbursement | Reasonable expenses reimbursed | As incurred | Standard board practice |
Performance Compensation
| Grant Type | Valuation Basis | Vesting Schedule | Performance Metrics | Change‑of‑Control/Severance Terms | Clawback Applicability |
|---|---|---|---|---|---|
| RSUs | $10,000 grant‑date fair value | Proxy states monthly in 12 equal installments ; 8‑K summary states vest “quarterly” ; Offer Letter Exhibit states vest annually in one‑third increments starting first anniversary | None disclosed; time‑based vesting (no TSR/financial metrics) | Unvested RSUs forfeit upon termination; only vested RSUs retained; no severance provisions for directors | Company maintains incentive‑based compensation recovery (clawback) policy |
Note: Vesting disclosure is inconsistent across filings (monthly vs quarterly vs annual 1/3). The Director Offer Letter (contract) indicates annual one‑third vesting commencing on the first anniversary; the proxy and 8‑K narrative differ—this documentation inconsistency is a governance observation requiring clarification with the Company .
Other Directorships & Interlocks
| Company | Type | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company directorships disclosed in biography or filings reviewed |
Expertise & Qualifications
- Technology/developer marketing leadership with 14 years’ experience; core strengths in product strategy, content operations, community growth, and developer relations .
- AWS China: Led China Developer Center; 1.2M annual engagements; 30,000 new developers in year one .
- JD Cloud Technology: Scaled developer community to 10M annual users; >1,000 technical content pieces annually; academic partnerships .
- Baidu Apollo: Built world’s largest autonomous driving developer community (>100,000 developers); launched university curriculum .
- Community affiliations: Advisory member at OpenSourceCommunity; COPU expert committee member; CCF Programmer Culture Committee member; represented AWS China in LF AI & Data .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Yue Guo | 0 | — | Does not include $10,000 RSUs awarded upon appointment, subject to vesting |
Shares outstanding as of May 16, 2025: 31,359,899 .
Employment & Contract Terms (Director Offer Letter)
| Term/Provision | Details |
|---|---|
| Initial term and re‑election | One‑year initial term; subject to annual stockholder re‑election; agreement remains in effect upon re‑election |
| Committees | Audit Committee; Compensation Committee; Nominating & Corporate Governance Committee (Chair) |
| Cash compensation | $10,000 per annum, payable quarterly in arrears |
| RSU compensation | $10,000 fair value; vest annually in one‑third increments beginning on first anniversary; unvested RSUs expire upon termination |
| Services for others | Permitted; must not be competitive with the Company without prior written disclosure and conflict review |
| Confidentiality | Strict non‑disclosure; comprehensive definition of confidential information; controls on document custody |
| Non‑solicitation | No direct solicitation of Company employees during term |
| Termination | Board may terminate at any time; compensation ceases except vested RSUs and approved expenses; unvested RSUs forfeited; director may resign at will |
| Governing law | State of California |
| Indemnification | To maximum extent under law; advancement of expenses with repayment undertaking; D&O insurance maintained |
Insider Trades
| Date | Form | Transaction | Shares | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 trades for Ms. Guo disclosed in the proxy’s Section 16(a) review (FY2024) and none indicated at appointment; late filings noted only for other directors (Liles, Tchaikovsky) |
Governance Assessment
- Independence and committee leadership: Ms. Guo is an independent director and chairs Nominating & Corporate Governance while serving on Audit and Compensation—positive for board oversight and governance refresh following May 2025 director changes .
- Compensation and alignment: Her compensation is meaningfully below FY2024 independent director levels ($10k cash + $10k RSUs vs $25k cash + $30k RSUs), which may limit immediate ownership alignment until RSUs vest; monitor RSU grant sizing and vesting execution .
- Documentation inconsistency (RED FLAG): RSU vesting terms differ across filings (monthly vs quarterly vs annual one‑third); the executed Offer Letter indicates annual one‑third vesting—Company should reconcile disclosures to avoid governance ambiguity .
- Conflicts and related‑party exposure: No family relationships or related‑party transactions disclosed; “Services for Others” clause requires pre‑notification and conflict review for competitive engagements—framework reduces risk of external conflicts .
- Oversight infrastructure: Presence of Code of Ethics, Insider Trading Policy, and clawback policy; Audit Committee oversees related‑party transactions and financial risk—supports governance quality .
- Board structure and engagement: No Lead Independent Director; independent directors coordinate executive sessions; FY2024 meeting cadence (Audit: 5; Board: 4) suggests established oversight baseline, though pre‑dating Ms. Guo’s tenure .