Jiangyan Zhu

About Jiangyan Zhu

Jiangyan “Judy” Zhu, 48, has served as a director of Ispire Technology Inc. since inception. She is a founder and director of Aspire Global and has served as Vice President of Finance at Shenzhen Yi Jia since 2013, with responsibilities spanning financial management, HR assistance, and office automation systems. She holds a bachelor’s degree in business management from Jiangxi University of Technology and a Business Management certificate from the College of Continuing Education Graduate School of Shenzhen Tsinghua University. Ms. Zhu is the spouse of Ispire’s Co-CEO and Chairman, Tuanfang Liu.

Past Roles

External Roles

Board Governance

• Independence: Not independent. The board determined only Brent Cox, John Fargis, and Christopher Robert Burch are independent; Ms. Zhu is not listed as independent (and is spouse of Co-CEO).
• Committee assignments: None. Audit Committee (Cox, Fargis, Burch), Compensation Committee (Burch, Cox, Fargis), and Nominating & Corporate Governance Committee (Liu [chair], Cox, Fargis).
• Meetings and attendance: During FY2024 (7/1/2023–6/30/2024), the Board met 7 times; Audit met 6 times; Nominating & Corporate Governance and Compensation did not meet. All directors attended the prior fiscal year’s annual meeting. Individual attendance rates were not disclosed.
• Controlled company: Ispire is a “controlled corporation” under Nasdaq rules and includes a non-independent Co-CEO (Liu) as chair and member of the Nominating & Corporate Governance Committee.

Fixed Compensation

Non-employee director compensation policy (effective Oct 1, 2024): Outside directors receive (i) $50,000 annual cash retainer and (ii) quarterly fully vested share grants with retainer-equivalent value (base $41,250/quarter plus committee adders) using prior-quarter VWAP; prorated by service, and granted under the A&R 2022 Equity Incentive Plan. This reflects the 25th percentile of a Korn Ferry peer study.

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and operations: Long-standing VP of Finance at Shenzhen Yi Jia (since 2013) with responsibilities in finance and HR/office systems.
• Founding/industry experience: Co-founded Aspire Global; board service in the e-vapor/vaping ecosystem.
• Education: B.S. in Business Management (Jiangxi University of Technology); Business Management certificate (College of Continuing Education Graduate School of Shenzhen Tsinghua University).

Equity Ownership

Related-Party Exposure (Supplier Concentration and Transactions)

• Audit Committee approves related-party transactions and oversees pricing under supply agreements; it applies fairness and independence criteria in approvals.
• Supply agreement (Jan 2023) with Shenzhen Yi Jia: “most favorable market price,” priority manufacturing, warranties, IP assignment/license framework; 10-year term with automatic 2-year renewals unless terminated with ≥6 months’ notice.

Policy Environment (Hedging/Clawback/Controls)

• Insider Trading Policy: Trades must be pre-cleared or via 10b5-1; short sales/puts/calls are “strongly discouraged,” but there is no explicit hedging prohibition.
• Clawback: Board-adopted clawback policy (Nov 27, 2023) compliant with Exchange Act Section 10D/Nasdaq; no recovery required for prior restatements because incentive metrics were unaffected and no incentive-based comp vested during relevant periods.
• Internal controls: Material weaknesses disclosed for FY2024 and subsequent interim periods (controls for related-party asset accounting, estimation reserves, policies/procedures incl. ITGCs, and technical accounting staffing) and multiple auditor transitions; financial statements for FY2023 and several interim periods were restated.

Governance Assessment

• Strengths

  • Significant industry/finance experience via Shenzhen Yi Jia; co-founder perspective from Aspire Global.
  • Formal related-party review by Audit Committee with explicit fairness/independence factors; supply agreements require “most favorable market price” and prioritize Ispire production.

• RED FLAGS

  • Non-independence and spousal relationship with Co-CEO/Chair amid controlled-company status; Ms. Zhu serves on no independent committees.
  • Concentrated related-party dependence: majority of products sourced from Shenzhen Yi Jia (95% owned by spouse); large and rising related-party payables ($51.7m → $67.0m → $77.1m).
  • Committee inactivity: Compensation and Nominating & Corporate Governance Committees did not meet during FY2024; may signal limited formal oversight cadence.
  • No explicit prohibition on director/executive hedging in Insider Trading Policy (only discouragement and pre-clearance); potential misalignment risk.
  • Internal control material weaknesses and restatements across multiple periods; auditor changes; elevated financial reporting risk.
  • Director equity alignment: Ms. Zhu received no director stock awards in FY2024 and is paid cash in HKD; while she holds 4.4% of ISPR via Honor Epic, that ownership is tied to control and related-party structures rather than independent board-alignment design.

• Implications for investors

  • Governance and related-party risks are material: Ispire is a controlled company with majority ownership by Ms. Zhu and Mr. Liu and a heavy reliance on an affiliate supplier overseen by the spouse; transaction approval processes exist but residual conflict risk remains.
  • Control and committee structure (including a non-independent chair of N&CG) warrant heightened scrutiny of board effectiveness, particularly around independent oversight of strategy, related-party pricing, and internal control remediation timelines.

Appendix: Director Compensation (FY2024 – Reference)

Board-approved non-employee director policy (effective 10/1/2024): cash $50,000/year; quarterly share grants based on prior-quarter VWAP; committee equity adders (Audit $2,500; Comp $1,875; N&CG $1,250).