Donghai Li
About Donghai Li
Donghai Li is an independent director appointed in connection with IROH’s October 6, 2025 business combination closing; he is age 67 and brings nearly three decades of legal practice focused on compliance, governance, and risk management . He has served at Guangdong Xinyu Law Firm since 1995 across roles including Associate Attorney, Partner, and Managing Partner; he obtained his Chinese lawyer qualification in 1994 and holds a bachelor’s degree in law from Sun Yat-sen University (1997) . New CFI’s board (post-combination) is elected annually (no classified board), with one-year director terms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guangdong Xinyu Law Firm | Associate Attorney | 1995–date not specified | Legal practice; foundations in compliance and governance |
| Guangdong Xinyu Law Firm | Partner | 1995–date not specified (progression) | Legal advisory; governance and risk expertise |
| Guangdong Xinyu Law Firm | Managing Partner | 1995–date not specified (progression) | Leadership of legal operations; governance oversight |
External Roles
No public company directorships or external board roles are disclosed for Donghai Li in IROH’s S-4/S-4A and 8-K materials .
Board Governance
- Independence: The board determined that Donghai Li is an independent director under Nasdaq listing standards; only Zhenjun Jiang and Pan Hu are non-independent .
- Committee assignments: Post-closing, the Nominating and Corporate Governance Committee consists of Donghai Li and Lydia Bergamasco; Lydia Bergamasco serves as chair .
- Board structure: One class of directors, elected annually to one-year terms (no classified board) .
- Governance processes: The governance committee charter contemplates oversight of director independence, related party transaction policy, and board/committee self-evaluations (as reflected in prior proxy annexes), though the new committee charters are to be specified post-combination .
Fixed Compensation
| Component | Status/Amount | Fiscal Context |
|---|---|---|
| Director annual retainer (cash) | CFI (pre-combination) did not compensate directors | |
| Committee membership/Chair fees | Not determined post-combination (stated as undecided) | |
| Meeting fees | Not determined post-combination |
Note: The S-4/S-4A filings state that director compensation for New CFI had not been determined as of those filings; CFI (pre-combination) did not compensate directors .
Performance Compensation
| Instrument/Metric | Grant/Structure | Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for directors pre-combination; none determined post-combination | |
| Performance metrics (TSR, EBITDA, ESG, etc.) | Not disclosed for directors | |
| Clawback provisions | Committee charters contemplate clawback policy for executives; no director-specific clawback disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | S-4/S-4A biographies do not list other public company boards for Li . |
Expertise & Qualifications
- Legal: Chinese lawyer qualification (1994); bachelor’s in law from Sun Yat-sen University (1997) .
- Governance & risk: Nearly 30 years in legal practice with focus on compliance and governance, aligning with nominating/governance committee responsibilities .
- Board qualification: Designated as independent under Nasdaq standards .
Equity Ownership
| Filing Date | Form | Non-derivative Shares | Derivative Securities | Ownership Form | Notes |
|---|---|---|---|---|---|
| 2025-09-30 | Form 3 | 0 (no securities beneficially owned) | None reported | Individual filing | Initial statement at or near closing shows no holdings |
No pledging, hedging, or ownership guideline compliance items are disclosed for Li; beneficial ownership was reported as none on Form 3 .
Governance Assessment
- Committee role fit: Placing Li on the Nominating and Corporate Governance Committee leverages his legal/compliance background; chair role is held by Lydia Bergamasco, creating a two-member independent committee structure post-combination .
- Independence and oversight: Li’s independence coupled with the committee’s remit to oversee director independence and related party transaction policy supports board effectiveness; prior proxy annexes emphasize annual review of related party transactions and independence standards .
- Ownership alignment: Initial Form 3 disclosed no holdings, signaling limited immediate “skin-in-the-game”; investors may monitor subsequent Form 4 filings for accumulation or equity grants once post-combination director compensation is finalized .
- Compensation clarity: As of S-4/S-4A, director compensation was undecided; lack of defined cash/equity structure and performance metrics limits current pay-for-performance assessment. Pre-combination, CFI did not compensate directors, so tracking New CFI policy adoption is critical .
RED FLAGS to monitor
- Low initial ownership alignment (0 shares on Form 3) until a formal director equity program is adopted .
- Any related party transactions tied to professional affiliations; current disclosures indicate policy oversight but no Li-specific related party transactions .
- Absence of disclosed director compensation/performance metrics post-combination; clarity needed to assess incentives and alignment .