David Shan
About David Shan
David Shan, 59, is Chief Executive Officer and Chairman of Massimo Group. He founded Massimo Motor Sports in 2009, has served as CEO since 2009, and became Chairman in April 2024; he holds a bachelor’s degree in international trade from Qingdao Ocean University of China . Shan is the controlling shareholder with 32,122,500 shares (~77% of outstanding), making MAMO a “controlled company” under Nasdaq rules, though the company states it is not currently relying on controlled-company exemptions . Under his leadership the company completed its IPO in April 2024 and expanded across UTVs/ATVs, marine, and other product lines .
Company performance context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 86,527,534* | 115,037,544 | 111,209,142 |
| EBITDA ($) | 4,790,879* | 13,116,519* | 7,256,117* |
| Cash from Operations ($) | 621,293* | 10,905,544 | 6,672,278 |
Values with an asterisk (*) were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massimo Motor Sports (subsidiary) | Founder, CEO | 2009–present | Designed and executed long-term plan; expanded into UTVs/ATVs and adjacent categories . |
| Massimo Marine (subsidiary) | Founder | 2018–present | Established pontoon boat business as new growth vector . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for Shan. |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 272,115 | Discretionary (not specified) | — | Salary from Massimo Motor Sports and Massimo Marine . |
| 2024 | 236,527 | Discretionary (not specified) | — | $125,007 from Massimo Motor Sports; $111,520 from Massimo Marine . |
- CEO employment agreement (effective June 1, 2023): at‑will; annual base salary $275,000; discretionary annual bonus; equity grants under company plan .
- Non-compete and non-solicit: 12 months post-termination; customary confidentiality/IP and non-disparagement; company indemnification and D&O coverage during employment and six years thereafter .
- Clawback: Board adopted clawback policy on March 25, 2024 for restatement-related recovery of certain executive compensation .
Performance Compensation
Equity awards (granted 2024; CEO-specific details)
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSUs | 2024 (aggregate; CEO outstanding) | 37,500 unvested at 12/31/24 | — | Terms not specified in proxy; time/performance permitted under plan | — | 176,850 (CEO 2024 stock awards value) |
| ISO Options | May 22, 2024 | 46,860 | $4.268 | Vests at 23,430 per year for two years (annual tranches) | May 21, 2029 | 73,000 |
| NSO Options | May 22, 2024 | 103,140 | $4.00 | Vests at 51,570 per year for two years (annual tranches) | May 21, 2034 | 160,000 |
Outstanding at 12/31/24 (proxy disclosure)
| Category | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Stock Awards | Market Value ($) |
|---|---|---|---|---|---|---|
| Options (ISO) | — | 46,860 | $4.27 (WAE) | May 21, 2029 | — | — |
| Options (NSO) | — | 103,140 | $4.00 | May 21, 2034 | — | — |
| RSUs | — | — | — | — | 37,500 | 96,375 |
Plan features and metrics linkage
- 2024 Equity Incentive Plan allows options, RSUs, restricted stock, SARs, and other stock-based awards; awards may be time- or performance-based; plan administrator may set performance goals; dividend equivalents permitted on RSUs; non-transferability and tax withholding via share net-settlement permitted .
- Change-in-control: administrator may continue/assume/substitute awards; may accelerate vesting with performance deemed at target or settle for change-in-control price .
- No quantitative annual incentive performance metrics or weightings for CEO disclosed; CEO bonus opportunity is discretionary under the employment agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 32,122,500 common shares (77% of outstanding 41,546,700 as of 3/24/2025) . |
| Vested vs unvested | As of 12/31/24: Unexercisable options 150,000 total (46,860 ISO; 103,140 NSO); 37,500 RSUs unvested . |
| Ownership concentration | Company is a “controlled company”; board states it is not currently using controlled-company governance exemptions . |
| Pledging/hedging | Risk factor notes potential adverse impact if substantial shares (including any pledged) are sold; no specific CEO pledging disclosed in filings excerpted here . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in proxy excerpts. |
| Insider trading policy | Adopted March 25, 2024; applies to directors, officers, employees . |
Related credit support
- A $15.0 million Cathay Bank line of credit (May 13, 2024) is personally guaranteed by Shan; pledged by A/R, deposits, equipment, inventories; outstanding balance $0 at 12/31/24 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | June 1, 2023 (CEO) |
| Term/termination | At-will |
| Base salary | $275,000 per year (agreement) |
| Bonus | Discretionary annual bonus opportunity |
| Equity | Eligible under company incentive plan |
| Non-compete | 12 months post-termination; refrain from competing against company business |
| Non-solicit | 12 months post-termination |
| Non-disparagement/confidentiality/IP | Yes |
| Indemnification/D&O tail | D&O coverage during employment and for six years thereafter |
| Severance/change-of-control cash | Not disclosed in CEO agreement excerpt; equity acceleration at plan administrator discretion upon change-in-control per plan |
Board Governance and Director Service
- Role: CEO and Chairman; signed 2025 Annual Meeting notice as CEO and Chairman .
- Board/committee structure: Independent directors chair all key committees: Audit (Chair: Ting Zhu), Compensation (Chair: Mark Sheffield), Nominating & Corporate Governance (Chair: Paolo Pietrogrande) .
- Committee activity (2024): Audit Committee met 4 times; Compensation Committee met 1 time; Nominating & Corporate Governance Committee met 1 time .
- Independence: Board determined three non-employee directors are independent under Nasdaq standards; company remains a controlled company due to Shan’s voting control but indicates it is not currently using controlled-company governance exemptions .
- Director compensation (non-employee directors): Equity-only in 2024, $21,243 stock compensation each; non-employee director annual award cap $300,000 (first year) / $100,000 (subsequent years) under plan .
Performance & Track Record
- Founded Massimo Motor Sports (2009) and Massimo Marine (2018); expanded product lines (UTVs, ATVs, electric coolers, scooters, solar systems; pontoon boats) .
- Completed IPO on Nasdaq (symbol MAMO) on April 4, 2024 .
Compensation Structure Analysis
- Mix and pay-for-performance: 2024 CEO total comp comprised primarily of base salary plus equity (options and RSUs); no cash bonus reported for 2023–2024 . Equity includes time-based vesting options over two years; plan permits performance-conditioned awards but no specific CEO performance metrics/weightings disclosed .
- Equity design: Two-year vesting schedules concentrate vesting events into near-term windows, which can create episodic sellable supply post-vesting; change-in-control language allows acceleration at target, potentially increasing payout sensitivity to M&A outcomes .
- Clawback: Adopted and applicable to restatements, aligning with shareholder protections .
Vesting Schedules and Potential Selling Pressure
- Options: 46,860 ISO @ $4.268 and 103,140 NSO @ $4.00, each vesting in two equal annual tranches (granted May 22, 2024); all were unexercisable as of December 31, 2024, implying first vesting begins after year-end .
- RSUs: 37,500 unvested as of December 31, 2024 (market value $96,375 at that date) .
- Plan allows net-share settlement/tax withholding in shares, which can contribute to technical selling around vest dates .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say-on-pay results, compensation peer group composition, target percentile, and consultant details are not disclosed in the provided proxy excerpts for 2024–2025 .
Risk Indicators & Red Flags
- Governance concentration: Shan’s 77% stake provides significant influence over corporate actions; risk factors highlight potential conflicts and market impact of concentrated ownership or any pledged shares .
- Related-party exposure: Personal guarantee on a $15 million credit facility suggests high alignment but increases key-person financial linkage .
- Repricing/modification: No option repricing or modification disclosures identified in provided materials.
- Clawback present; no tax gross-ups, loans to executive, or related-party transactions beyond those disclosed above in provided excerpts .
Investment Implications
- Alignment: Very high insider ownership (~77%) strongly aligns CEO incentives with equity value; personal guarantee of credit line reinforces commitment, but also concentrates risk .
- Near-term equity supply: Two-year option vesting (2025–2026) and outstanding RSUs create identifiable windows for potential insider liquidity, which can be technical overhangs near vest dates; plan allows net-share tax settlement .
- Pay-for-performance: Limited disclosure of objective bonus metrics; 2024 equity appears primarily time-based, which is lower-powered for performance alignment than PSUs with rigorous metrics; presence of a clawback adds protection .
- Control and governance: Dual role (CEO+Chair) and controlled company status raise standard independence concerns, mitigated in part by independent, chaired committees and stated non-reliance on controlled-company exemptions .