Wenhua Zhang

About Wenhua Zhang

Wenhua Zhang, age 55, has served as an independent director of Mountain Crest Acquisition Corp. V since April 2021. He is a Partner at Azia Capital Fund LP (since October 2014) and previously held investment roles at T. Rowe Price, Bain Capital, Harvard Management Company, and Newport Asia LLC; he earned an MBA from the Wharton School in May 2001 .

Past Roles

External Roles

Board Governance

• Independence: Board determined Zhang is “independent” under Nasdaq and SEC rules .
• Committee assignments:
  • Audit Committee: Member; committee chaired by Dr. Todd Milbourn .
  • Compensation Committee: Chair; committee includes Haight and Milbourn .
• Nominating/Governance: No standing committee; independent directors (including Zhang) recommend nominees when needed .
• Executive sessions: Independent directors hold regularly scheduled meetings with only independent directors present .

Fixed Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Buy-side and portfolio management expertise across global equities and Asia growth strategies .
• Sell-side/buy-side research leadership in TMT sectors .
• MBA in finance and technology innovation (Wharton), supporting compensation and strategy governance work .
• Service across multiple SPAC boards provides transaction process familiarity .

Equity Ownership

| Metric | Oct 10, 2024 | Oct 7, 2025 | |---|---|---|---| | Total shares outstanding | 3,320,221 | 2,902,004 | | Wenhua Zhang – shares beneficially owned | 2,400 | 2,400 | | Ownership % of outstanding | <1% | <1% |

• No disclosure of vested vs. unvested shares, options, or pledged shares for Zhang .
• Founder Shares are held by the Sponsor (controlled by CEO Suying Liu), subject to escrow and release conditions; not owned by Zhang .

Governance Assessment

• Committee leadership: Serving as Compensation Committee Chair and Audit Committee member positions Zhang at the core of pay oversight and financial controls, supporting board effectiveness in a lean SPAC structure .
• Independence and engagement: Board has explicitly designated Zhang independent; independent directors meet in executive session and must approve any business combination, strengthening checks on sponsor-related transactions .
• Ownership alignment: Zhang’s beneficial ownership is 2,400 shares (<1%), which is modest versus Sponsor control (≈71% held via Mountain Crest Global Holdings LLC), limiting personal economic alignment compared to Sponsor interests .
• Related-party exposure: The company relies on Sponsor financing (interest-free promissory notes) and converts Sponsor loans into equity; these were approved by the Audit Committee (on which Zhang serves), requiring continued vigilance on conflicts and fair terms .
• Listing and market risks: Securities currently quoted on OTC (after 2024 Nasdaq delisting risk), triggering potential “penny stock” rules that may impair liquidity and investor confidence around any transaction close .
• Regulatory sensitivity: Company cautions that having a non-U.S. citizen director may invite CFIUS review for certain U.S. targets, potentially delaying or prohibiting combinations under FIRRMA—this is a general board risk factor not tied to a named director .

RED FLAGS

• Sponsor dominance of voting power (~71%) and extensive related-party loans and conversions increase perceived conflicts and pressure to complete a deal rather than liquidate .
• OTC quotation and “penny stock” regime may reduce liquidity and attractiveness as a merger partner; threatens post-close listing requirements for any combined company .
• Repeated extensions of the business combination period and reliance on Sponsor advances heighten timeline and financing dependency risks .

Compensation Committee Analysis

• Composition: All independent directors; Zhang serves as Chair .
• Consultant use: Committee may retain independent compensation consultants, counsel, or advisors; independence of advisors must be considered per NASDAQ/SEC factors .
• Interlocks: None disclosed; committee members have not been officers or employees of the company, and executives did not serve on other entities’ committees that would create interlocks .

Notes on Missing Disclosures

• No explicit disclosure of director meeting attendance rates, board/committee fees, equity grants for directors, or director ownership guidelines .
• No Form 4 insider trading data is provided in these proxy statements; beneficial ownership tables indicate static holdings for directors .