Ting Zhu
About Ting Zhu
Independent director since April 2024; age 55; licensed Certified Public Accountant (Texas) since 2005. Prior roles include positions at PricewaterhouseCoopers, Zale Lipshy University Hospital, and Automatic Products Corporation. She co-founded First Home Improvement (2007–2014) and founded Spring Creek Tax Services in 2010 (provides tax compliance; not a licensed CPA firm). Currently serves as Chair of the Audit Committee at Massimo Group (MAMO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Various roles (accounting) | Not disclosed | Foundational audit experience cited in proxy biography |
| Zale Lipshy University Hospital | Various roles (accounting/industry) | Not disclosed | Healthcare finance exposure |
| Automatic Products Corporation | Various roles | Not disclosed | Industry accounting experience |
| First Home Improvement | Co-founder | 2007–2014 | Trading company; entrepreneurial background |
| Spring Creek Tax Services | Founder | 2010–present | Small/mid-market tax compliance; not a licensed CPA firm |
External Roles
| Organization | Role | Tenure | Public Company? | Committees |
|---|---|---|---|---|
| Spring Creek Tax Services | Founder | 2010–present | No | N/A |
| Other public company directorships | None disclosed | N/A | N/A | N/A |
Board Governance
- Board structure: five directors; three independent (Zhu, Pietrogrande, Sheffield) per Nasdaq and SEC criteria. Controlled company status due to CEO holding >50%, though the company states it does not plan to use controlled company exemptions.
- Committees and roles:
- Audit Committee: Ting Zhu (Chair), Paolo Pietrogrande, Mark Sheffield; four meetings in 2024. Responsibilities include auditor appointment, pre-approval of services, financial statement oversight, internal controls, whistleblower policies, and approval of related-party transactions.
- Compensation Committee: Mark Sheffield (Chair), Ting Zhu, Paolo Pietrogrande; one meeting in 2024. Responsibilities include CEO and officer pay, incentive/equity plans, and director compensation recommendations.
- Nominating & Corporate Governance Committee: Paolo Pietrogrande (Chair), Mark Sheffield, Ting Zhu; one meeting in 2024. Responsibilities include board size/composition, director nominations, board performance assessment, and governance guidelines.
- Attendance: Board held four meetings in 2024; no director attended fewer than 75% of aggregate meetings of the Board and committees on which they served.
- Independence: Board determined Ting Zhu is independent under Nasdaq rules and Schedule 14A criteria.
- Policies adopted: Insider Trading Policy adopted March 25, 2024; Clawback Policy adopted March 25, 2024 (applicable to executives).
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $0 | No cash fees disclosed for directors |
| Stock compensation (grant date fair value) | $21,243 | ASC 718 fair value; award type not specified |
| Option compensation | $0 | No option grants disclosed for directors |
| Total | $21,243 | Director pay via equity only in 2024 |
- Plan cap: Non-employee director compensation capped at $300,000 in initial calendar year and $100,000 thereafter under 2024 Plan.
Performance Compensation
| Metric Category | Disclosure | FY2024 Value |
|---|---|---|
| Director performance metrics tied to pay (e.g., TSR, EBITDA, ESG) | None disclosed | N/A |
| Equity award vesting/performance conditions (director-specific) | Not specified for directors | N/A |
| Change-in-control treatment (plan-wide) | Plan allows potential accelerated vesting and settlement at change-in-control price, at administrator’s discretion | Plan feature (not director-specific) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ting Zhu |
| Shared directorships with competitors/suppliers/customers | None disclosed |
| Prior public company boards | None disclosed |
| Private/academic/non-profit boards | Spring Creek Tax Services (Founder) |
Expertise & Qualifications
- Licensed CPA (Texas) since 2005; extensive accounting and audit background across public accounting and industry roles.
- Audit committee leadership; responsibilities include oversight of financial reporting quality, internal controls, and related-party transactions.
- Entrepreneurial experience (tax services firm; trading company), providing perspective on small/mid-market tax compliance.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Common Stock | Basis |
|---|---|---|---|
| Ting Zhu | 6,750 | <1% | Total shares outstanding: 41,546,700 (Record Date) |
- Vested vs unvested director shares: Not disclosed.
- Pledging/hedging: Not disclosed.
- Ownership guidelines: Not disclosed for directors; compensation plan caps disclosed.
Governance Assessment
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Strengths
- Independence and financial expertise signals: Board determined Ting Zhu is independent; licensed CPA; chairs the Audit Committee; Audit Committee met four times in FY2024 and issued a report affirming oversight of financial reporting and auditor independence.
- Equity-only director compensation in 2024 indicates alignment focus; plan caps limit excessive director pay.
- Formal Insider Trading Policy and Clawback Policy adopted in 2024 bolster governance controls.
-
Risks / Red Flags
- Controlled company status: CEO holds >50% voting power; while the company states it does not plan to use exemptions, concentrated control can limit minority shareholder influence.
- Related-party transactions: Extensive leases and guarantees with entities controlled by CEO; as Audit Chair, Zhu oversees approval of RPTs—heightened need for rigorous independence and process.
- Section 16(a) compliance exceptions: The company disclosed exceptions for timely filings that included Ting Zhu—an administrative red flag that warrants monitoring.
- Stockholder communications: No formal policy for direct stockholder communication with the Board—potential engagement gap.
-
Attendance and engagement
- Board held four meetings in 2024; no director fell below 75% attendance threshold. Audit/Comp/NCG committees met 4/1/1 times respectively, indicating active committee oversight.
-
Overall implication
- Zhu’s CPA credentials and Audit Chair role are positives for financial oversight quality. However, controlled company dynamics and significant related-party transactions elevate governance risk, making her committee rigor and continued improvement in compliance (e.g., Section 16 reporting) critical to investor confidence.