Pan Hu
About Pan Hu
Pan Hu serves as Director and Chief Operating Officer of IROH (post‑closing “CN Healthy”) effective upon the October 6, 2025 business combination closing; the Board determined Pan Hu is not independent under Nasdaq rules . Biographical information (background, education, prior roles) is incorporated by reference to the Proxy Statement/Prospectus and not reproduced in the 8‑K we reviewed . Core performance metrics (TSR, revenue growth, EBITDA growth) tied to Pan Hu’s tenure are not disclosed in accessible filings.
Past Roles
Biographical details for Pan Hu are incorporated by reference to the Proxy Statement/Prospectus and not reproduced in the 8‑K we reviewed .
External Roles
Biographical details for Pan Hu are incorporated by reference to the Proxy Statement/Prospectus and not reproduced in the 8‑K we reviewed .
Fixed Compensation
- CFI (pre‑closing) did not compensate its directors for board service .
- The Summary Compensation Table presented for CFI’s CEO showed $0 salary, $0 bonus, $0 stock awards in 2023–2024; no entries for Pan Hu were provided in accessible filings .
- Stock option plans and outstanding equity awards for CFI (pre‑closing) were “None” .
Performance Compensation
- No disclosure of Pan Hu’s incentive metrics, targets, payouts, or vesting schedules in accessible filings. CFI disclosed no stock option plans and no outstanding equity awards at fiscal year end .
Equity Ownership & Alignment
Beneficial Ownership Snapshot (post‑closing)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rosy Sea Holdings Limited | 47,689,349 | 93.08% | 100% owned/controlled by CEO Zhenjun Jiang |
| Zhenjun Jiang (Chairman & CEO) | 47,689,349 | 93.08% | Controls Rosy Sea Holdings Limited |
| Pan Hu (Director & COO) | — | <1% | Listed with “—” and “* Less than one percent” |
| All directors & officers (10 individuals) | 47,689,349 | 93.08% | Dominated by Rosy Sea’s holdings |
Capitalization at Closing
| Metric | Amount | Context |
|---|---|---|
| Shares outstanding | 51,235,000 | Held of record by 8 holders |
| Warrants outstanding | 9,357,000 | Held of record by 2 holders |
- Pledging, hedging, and ownership guideline compliance for Pan Hu are not disclosed in accessible filings.
- Independent directors will hold regular sessions; Pan Hu is not independent .
Employment Terms
| Term | Disclosure |
|---|---|
| Role and start date | Appointed Chief Operating Officer and Director effective at closing on October 6, 2025 |
| Indemnification | Company to enter into contractual indemnification agreements with officers/directors; certificate of incorporation provides indemnification to fullest extent of Delaware law; D&O insurance to be purchased |
| DGCL §203 | Company elects not to be governed by Section 203 (business combination restrictions with interested stockholders) |
| Severance / CoC | Not disclosed |
| Non‑compete / Non‑solicit | Not disclosed |
| Clawback | Not disclosed |
Board Governance
Independence and Dual‑Role Implications
- The Board determined each director is independent under Nasdaq standards except Zhenjun Jiang and Pan Hu; independent directors will have regularly scheduled meetings at which only independent directors are present . Pan Hu’s dual role (COO + director) implies non‑independence and potential oversight considerations .
Committee Structure (post‑closing)
| Committee | Members | Chair |
|---|---|---|
| Audit | John L. Suprock; Lydia Bergamasco; Jingyu Huang | Jingyu Huang |
| Compensation | John L. Suprock; Jingyu Huang | John L. Suprock |
| Nominating & Corporate Governance | Donghai Li; Lydia Bergamasco | Chair not specified in excerpt |
- Pan Hu is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in the accessible filings .
Director Compensation (pre‑closing CFI)
| Component | Disclosure |
|---|---|
| Annual retainer (cash) | CFI did not compensate directors for board service |
| Meeting fees | Not disclosed |
| Equity (annual grants) | None; no stock option plans/outstanding awards |
| Ownership guidelines | Not disclosed |
Related Governance Provisions
- Certificate of incorporation/Bylaws provide elimination/limitation of personal liability for directors/officers to fullest extent permitted; comprehensive indemnification and advancement of expenses; D&O insurance procurement .
- Interested director transactions permitted if disclosed/approved by disinterested directors or stockholders, or fair to the corporation .
Investment Implications
- Ownership/alignment: Pan Hu beneficially owns less than 1% post‑closing while Rosy Sea/CEO controls ~93.08% of shares, indicating extreme ownership concentration and minimal personal equity alignment for Pan Hu .
- Governance/independence: Pan Hu is not independent and holds a dual operating/director role; he is not on key oversight committees, placing formal compensation/audit oversight with independent directors instead .
- Compensation transparency: Accessible filings provide no salary/bonus/PSU/RSU/option detail for Pan Hu, and CFI disclosed no director pay or option plans pre‑closing, limiting visibility into pay‑for‑performance and vesting‑related selling pressure .
- Protection/defenses: Broad indemnification and election out of DGCL §203 can strengthen management’s strategic flexibility but may reduce takeover constraints; investors should consider how these provisions interact with the highly concentrated ownership structure .
- Data gaps: Absence of disclosed severance, change‑of‑control, clawbacks, non‑compete terms, and incentive metrics for Pan Hu increases uncertainty around retention risk and compensation alignment; monitor future proxy/comp filings post‑closing for full terms .