Janice Fang
About Janice (Zhengyi) Fang
Independent director at Lakeside Holding Limited since June 27, 2024; age 32 in the 2025 proxy. A U.S. AICPA-certified accountant (Washington), she is Audit Committee Chair and the board-designated “audit committee financial expert.” Background includes senior consulting at Ernst & Young (valuation, modeling, economic consulting) and prior audit roles at KPMG; BS and Master of Professional Accounting from Seattle University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (Haikou) | Senior Consultant (Valuation, Modeling, Economic Consulting) | Dec 2020 – present | Finance/valuation expertise relevant to audit oversight |
| KPMG | Audit Associate and Assistant Manager | Sep 2018 – Nov 2020 | External audit experience; strengthens internal control and reporting oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of CPAs (Washington) | CPA (credential) | N/A | Professional certification underscoring technical accounting proficiency |
Board Governance
- Independence: Board determined Ms. Fang is independent under Nasdaq rules; as of May 2025 she served on Audit (Chair), Compensation, and Nominating & Corporate Governance; designated Audit Committee Financial Expert.
- Committee leadership and composition (latest disclosed):
- Audit Committee: Members initially Zhou, Fang (Chair), Vuong; Fang qualifies as financial expert. Subsequent 8-Ks added Xiaoou Li (Sep 2, 2025) and Aik Siang Goh (Oct 6, 2025) to committees; no filing indicated a change to Fang’s Audit Chair designation.
- Compensation Committee: Members initially Zhou, Fang, Vuong; later changes added Xiaoou Li and Goh as members.
- Nominating & Corporate Governance Committee: Members initially Zhou (Chair), Fang, Vuong; later Goh appointed as Chair; Xiaoou Li added as member.
- Board composition changes in 2025: Resignations of Cynthia Vuong (Aug 15, 2025) and Yiye Zhou (Sep 30, 2025); additions of Xiaoou Li (independent; audit committee financial expert) and Aik Siang Goh (independent; audit committee financial expert; Chair of N&CG committee). Majority of board remained independent.
- Attendance/engagement: From appointment (Jun 27, 2024) through FY2024 end, the board held no meetings; company expects directors to attend annual meetings (no formal policy).
- Related-party oversight: Audit Committee responsible for reviewing and approving related party transactions (RPTs); company discloses significant RPTs but none involving Ms. Fang; policy in place for RPT review by Audit Committee.
- Insider trading and hedging: Policy prohibits hedging transactions by directors, officers, and employees.
2025 Director Election Outcome (support signal)
| Director | Votes For | Votes Withheld |
|---|---|---|
| Zhengyi (Janice) Fang | 5,754,714 | 13,580 |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash retainer (non-employee directors) | $0 | No director compensation paid in FY2024 to non-employee directors. |
| Committee membership fees | Not disclosed | Not disclosed in FY2024; 8-Ks state new non-employee director compensation consistent with May 22, 2025 proxy, which reported none for FY2024. |
| Meeting fees | Not disclosed | Not disclosed; board held no meetings in FY2024 post-appointment window. |
| Other cash | $0 | No other director cash reported for FY2024. |
Note: The company sought shareholder approval for a 2025 Long-Term Incentive Plan (LTIP) covering non-employee directors; see Performance Compensation below.
Performance Compensation
| Plan Feature (2025 LTIP) | Detail |
|---|---|
| Eligible participants | Employees, directors, and consultants (includes non-employee directors). |
| Share pool | 5,000,000 shares available under the plan. |
| Term | Plan terminates Dec 31, 2035 (awards outstanding may remain). |
| Award types | Stock options (ISOs/NQSOs), SARs, Restricted Shares, RSUs, dividend equivalents (with conditions). |
| Option exercise price | ≥100% FMV on grant date (110% FMV for 10% shareholders). |
| Option term | Up to 10 years (5 years for 10% shareholders). |
| Repricing | Committee may modify exercise price, but any repricing requires shareholder approval. |
| Clawback | Company may cancel/recover awards under a Clawback Policy and applicable listing rules. |
| Administration | Administered by Compensation Committee; can impose vesting/performance conditions. |
No director-specific equity grants, vesting schedules, or performance metrics tied to director pay were disclosed in the filings reviewed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (other than LSH) | None disclosed. |
| Compensation committee interlocks | None; no member is/was an officer or had interlocks reported. |
Expertise & Qualifications
- AICPA-certified CPA (Washington) with audit and valuation background; designated Audit Committee Financial Expert at LSH.
- EY valuation/modeling/economic consulting and KPMG audit experience align with oversight of financial reporting, internal controls, and RPT review.
- Academic credentials: BS (Accounting) and Master of Professional Accounting, Seattle University.
Equity Ownership
| As-of Date (Record Date) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| May 13, 2025 | 0 | 0.0% |
| Oct 16, 2025 | 0 | 0.0% |
Policies: Anti-hedging policy prohibits hedging by directors; no pledging disclosures for Ms. Fang.
Governance Assessment
-
Strengths
- Independent director with audit/valuation pedigree; designated audit financial expert and Audit Committee Chair—positive for financial oversight rigor.
- Audit Committee oversees RPTs, and no RPTs involving Ms. Fang disclosed; presence of explicit RPT policy.
- Adoption of a clawback policy within the 2025 LTIP and repricing protections (shareholder approval required) enhances investor alignment.
- Strong shareholder support in 2025 election (99.8%+ of votes cast “For” Ms. Fang).
-
Watch items / RED FLAGS
- Board turnover in 2025 with two director resignations (Vuong on Aug 15; Zhou on Sep 30) may indicate instability; however, replacements (Xiaoou Li and Aik Siang Goh) are independent and audit committee financial experts—partially mitigating risk.
- Limited disclosure on director cash/equity compensation beyond FY2024 (no amounts disclosed), creating opacity on current pay mix and ownership alignment at the director level.
- Broader governance context: The Board proposed significant capital structure and governance changes (large increase in authorized shares, blank check preferred, lower quorum thresholds) and a crypto treasury reserve strategy—these can be controversial and merit continued scrutiny of board judgment and independent oversight.
Overall: Ms. Fang brings relevant accounting and valuation expertise and chairs the Audit Committee, a positive for control and RPT oversight. The lack of disclosed director pay detail and rapid 2025 board changes are watch items; ongoing monitoring of committee leadership (post-8-K changes), director equity ownership progression under the 2025 LTIP, and the board’s execution/controls around significant strategic actions (capital authorizations, digital asset treasury) is warranted.