Yunhao Chen
About Yunhao Chen
Dr. Yunhao Chen is Chief Financial Officer and a director of Massimo Group; she has served as CFO since May 2023 and joined the board in April 2024 . Age 48, Chen holds a Ph.D. in Accounting and an MBA in Finance/MIS from the University of Minnesota, and a BE from the University of International Business and Economics of China; she previously served as faculty at the University of Miami and Florida International University and taught in Southern Medical University’s Healthcare MBA program . Company performance over her CFO tenure saw revenues decline year-over-year in FY 2024 and EBITDA compress versus FY 2023, reflecting a challenging operating backdrop; details below. Revenues and EBITDA are shown in the Performance table (values with asterisks are from S&P Global) *.
Board service: Chen is one of two executive directors on a five-member board, alongside CEO/Chair David Shan; three directors are independent and chair the Audit (Ting Zhu), Compensation (Mark Sheffield), and Nominating & Corporate Governance (Paolo Pietrogrande) committees . Massimo is a “controlled company” (CEO holds >50% voting power), which raises independence considerations; the company states it does not currently plan to use Nasdaq controlled-company exemptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nasdaq-listed company (unnamed) | Chief Financial Officer | Prior to May 2023 (undisclosed) | Led IPO, directed financial reporting/accounting; oversaw IR and capital markets; executed private placements |
| University of Miami | Faculty | 2007–2014 | Taught accounting/finance courses; research presented to policymakers |
| Florida International University | Faculty | 2007–2014 | Taught accounting/finance courses; academic research/publications |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southern Medical University (China) | Lecturer, Healthcare MBA program | 2011–2023 | Courses in Financial Statement Analysis, Business Valuation; managerial accounting/theory, supporting analytical rigor |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $110,212 | $200,010 |
| Bonus ($) | $0 (no bonus disclosed) | $0 (no bonus disclosed) |
| Option-Based Awards ($, grant-date FV) | $0 | $62,091 |
| Stock Awards ($, grant-date FV) | $0 | $400,958 |
| Other Compensation ($) | $0 | $0 |
| Total ($) | $110,212 | $663,059 |
Notes:
- CFO employment agreement effective June 1, 2023 provides at-will employment, $200,000 base salary, and discretionary annual bonus eligibility under the 2024 Plan .
Performance Compensation
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | Discretionary (not formulaic) | Not disclosed | Not disclosed | $0 (no bonus disclosed) | N/A |
| RSUs | Not specified (plan allows time- or performance-based) | Not disclosed | 25,000 unvested as of 12/31/2024 | Grant-date FV $400,958 (2024) | Not disclosed; unvested count provided |
| Stock options | N/A | N/A | Options granted May 2024 (various vesting periods) | Grant-date FV $62,091 (2024) | See award detail below |
Equity award detail:
- RSUs: 25,000 shares unvested; market value $64,250 at 12/31/2024 .
- Options: 50,000 unexercisable, $4.00 strike, expiring May 21, 2029; additional 50,000 unexercisable, $4.00 strike, expiring May 21, 2034; weighted average exercise price $4.00 . Options were granted in May 2024 subject to various vesting periods .
Change-in-control treatment (plan-level): The 2024 Plan permits accelerated vesting with performance objectives deemed achieved at target levels, among other potential actions (continuation/assumption/substitution/settlement) upon change in control .
Clawback: Board adopted a clawback policy on March 25, 2024 for recovery of certain executive compensation following an accounting restatement; no recoveries were disclosed through FY 2024 .
Equity Ownership & Alignment
| Metric | Amount / Status |
|---|---|
| Total beneficial ownership (shares) | 108,334 (represents <1% of outstanding) |
| Shares outstanding reference | 41,546,700 as of March 21/24, 2025 |
| Unvested RSUs | 25,000 |
| Options exercisable vs unexercisable | 0 exercisable; 100,000 unexercisable |
| Ownership guidelines (executives) | Not disclosed in proxy |
| Pledging/hedging | Award transfer/pledge generally prohibited unless administrator permits; individual pledging not disclosed |
Director compensation (as a director): Non-employee directors received stock grants (~$21,243 grant-date FV) and no cash fees; executives (CEO/CFO) are excluded from director compensation .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | June 1, 2023 (CFO) |
| Base salary | $200,000 (at-will employment) |
| Annual bonus | Discretionary eligibility (no formula disclosed) |
| Equity eligibility | Under 2024 Plan |
| Non-compete / Non-solicit | 12 months post-termination for both |
| Confidentiality/IP | Customary confidentiality and IP assignment |
| Indemnification & D&O | Company indemnification and D&O insurance during employment and for six years thereafter |
| Change-in-control (plan) | Potential accelerated vesting; performance deemed at target |
| Clawback policy | Adopted March 25, 2024 (restatement-triggered recovery framework) |
| Insider trading policy | Adopted March 25, 2024; mandates trading windows, pre-clearance, and compliant 10b5-1 plans (with cooling-off periods, certifications, no overlapping plans) |
Board Governance (service history, committees, independence)
- Board composition: Five directors (two executives: CEO/Chair David Shan; CFO/Director Dr. Chen; and three independent directors: Zhu, Pietrogrande, Sheffield) .
- Committees: Audit (Chair: Zhu), Compensation (Chair: Sheffield), Nominating & Corporate Governance (Chair: Pietrogrande); Dr. Chen is not listed as a committee member .
- Attendance: The Board held four meetings in FY 2024; no director attended fewer than 75% of Board and committee meetings .
- Independence: Board determined Zhu, Pietrogrande, and Sheffield are independent; Massimo is a controlled company but states it does not plan to use Nasdaq controlled-company exemptions (independence concerns mitigated by independent majority) .
- Section 16 compliance: The company disclosed late Section 16 filings for several insiders, including Yunhao Chen, in FY 2024 .
Company Performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $115,037,544 | $111,209,142 |
| EBITDA ($) | $13,116,519* | $7,256,117* |
Values retrieved from S&P Global.*
Risk Indicators & Red Flags (context)
- Financial restatement: On May 14, 2025, the Audit Committee concluded the FY 2024 audited financials should not be relied on; a restatement will reduce 2024 sales by ~$1.9M and net income by ~$1.4M due to underestimation of holiday promotion markdowns by a significant client; management identified a material weakness in ICFR (information/communication and period-end reporting processes) .
- Controlled company & related party environment: CEO/Chair controls >50% voting power; significant related-party arrangements (loans, leases, guarantees) with entities controlled by the CEO are overseen by the Audit Committee .
- Section 16 late filings: Insider reporting delays, including for Chen, can signal process weaknesses .
Compensation Structure Analysis (signals)
- Mix shift and alignment: 2024 total pay of $663,059 comprised ~$200k salary and ~$463k equity awards; equity represented ~70% of total, emphasizing retention and alignment via RSUs/options amid discretionary cash bonus structure .
- Incentive design transparency: No disclosed performance metrics/targets for CFO bonus or RSU awards; the plan allows performance-based awards, but specifics are not provided (limits pay-for-performance visibility) .
- Change-in-control economics: Plan-level accelerated vesting with performance deemed at target may increase payout certainty in a transaction, although single vs. double-trigger specifics are not disclosed .
- Clawback framework exists; subsequent restatement elevates relevance of recovery, though recoveries are not disclosed .
Equity Ownership & Potential Selling Pressure
- Unvested equity overhang: 25,000 RSUs unvested and 100,000 options unexercisable as of year-end 2024 may create incremental float upon vesting/exercise; exercisability/vesting schedules are not fully disclosed .
- Beneficial ownership: 108,334 shares (<1% outstanding) indicate modest “skin in the game” relative to CEO’s controlling stake .
Investment Implications
- Governance/process risk: The FY 2024 restatement and identified material weakness in ICFR increase execution risk for finance under Chen’s span, potentially elevating near-term volatility around earnings quality and trading signals (watch for remediation progress) .
- Pay structure: High equity mix with time-based elements and accelerated vesting in a change-in-control scenario supports retention but limits direct linkage to operating KPIs; lack of disclosed performance metrics reduces pay-for-performance clarity .
- Alignment: Chen’s ownership is modest (<1%); combined with a controlled-company structure and extensive related-party arrangements, investors should rely on independent committees’ oversight and clawback/insider-trading controls to mitigate governance risks .
- Near-term watch items: Timely and complete Section 16 filings, remediation of ICFR material weakness, disclosure of vesting/settlement events for RSUs/options, and any 10b5-1 plan adoptions (pre-clearance/trading window compliance) as potential trading catalysts .