John Xu
About John Xu
John Xu, 48, is President, Chief Executive Officer, and Chairman of Maison Solutions Inc. (MSS) and has served as Director, President and CEO since 2019; the company identifies him as founder/CEO with extensive operations and investment experience via J&C International Group LLC and Ideal City Realty, LLC . Under Xu’s leadership, Q3 FY2025 net revenues rose 151.1% year over year to $34.1M and EBITDA improved to $1.5M (vs. $(0.2)M prior-year), with FY2025 guidance for $120–$125M revenue and positive net income . Xu controls approximately 90.34% of MSS’s total voting power through Class A and all Class B shares, making MSS a Nasdaq “Controlled Company” that relies on governance exemptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maison Solutions Inc. | President, CEO, Chairman, Director | 2019–present | Founding leader; oversees strategy, M&A and operations; combined CEO/Chair roles with Lead Independent Director structure . |
| J&C International Group LLC | Director & President | 2013–present | Cross-border investment experience leveraged for growth initiatives . |
| Ideal City Realty, LLC | Director & President | 2009–2020 | Real estate investment and operational management background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| J&C International Group LLC | Director & President | 2013–present | Cross-border investment firm . |
| Ideal City Realty, LLC | Director & President | 2009–2020 | Real estate investment firm . |
Board Governance and Roles
- Structure and independence: MSS is a Nasdaq “Controlled Company” because Xu holds >50% voting power; Board relies on exemptions from majority independence and from CEO pay being set solely by independent directors . Independent directors (Wang, Willis, Zhang) form all committees; Lead Independent Director is Mark Willis .
- Committees and chairs: Audit (Chair: Bin Wang; Audit Committee Financial Expert), Compensation (Chair: Mark Willis), Nominating & Governance (Chair: Bin Wang) .
- Board process: FY2024 Board held 3 meetings and 7 written consents; each director attended ≥75% of Board/committee meetings . Compensation Committee held no meetings and acted once by unanimous written consent in FY2024 .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 (change) |
|---|---|---|---|
| Base Salary (CEO, John Xu) | $71,000 | $143,000 (raised Mar 17, 2023) | Increased to $180,000 effective Jan 25, 2025 (via amendment dated Aug 28, 2025) |
| Cash Bonus (Actual) | — | — | — (no disclosure) |
| Other Cash/Perqs | — | — | — (no disclosure) |
Notes: Proxy does not disclose a target bonus % for the CEO and shows no non-equity incentive payouts for FY2023–2024 .
Performance Compensation
| Incentive Type | Metric Design | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Not disclosed; no bonus paid FY2023–2024 | — | — | — | — |
| Equity (RSUs/PSUs/Options) | “None of our named executive officers have ever held options or other awards with values based on our interests”; no grants under 2023 plan as of 4/30/24 | — | — | — | — |
Clawback: MSS adopted an SEC/Nasdaq-compliant clawback policy (effective Oct 2, 2023); applies to incentive-based pay upon restatement .
Equity Ownership & Alignment
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Voting Power % |
|---|---|---|---|---|---|
| John Xu (incl. Stratton Arms Holding LLC and Golden Tree USA, Inc.) | 13,600,000 | 77.93% | 2,240,000 | 100% | 90.34% |
| Date/Source | As of Mar 28, 2025 |
- Control and alignment: Dual-class structure (10 votes/share Class B) concentrates control with Xu; risk factors highlight ability to control elections, M&A and major transactions .
- Pledging/hedging: Insider Trading Policy mandates trading windows and pre-clearance; no explicit pledging disclosure located in provided filings .
- Ownership guidelines: No executive ownership guideline disclosures found in proxy/10-K sections reviewed .
Employment Terms
| Term | Detail |
|---|---|
| Agreement start/term | CEO employment agreement dated Oct 1, 2021; initial 3-year term; auto-renews for successive 3-year periods; at-will employment . |
| Base salary | $143,000 per year per agreement; amended to $180,000 effective Jan 25, 2025 . |
| Non-compete/non-solicit | Covenants included in agreement . |
| Termination/severance | If Xu violates the agreement, Company may terminate without notice and pay one-month salary as compensation (exclusive remedy) . |
| Change-in-control | No CIC severance or acceleration terms disclosed in proxy . |
| Clawback | Company clawback policy applies as per SEC/Nasdaq rules . |
Related Party Transactions (Governance Red Flags)
- Payables: As of Jan 31, 2025, payables included $222,049 to John Xu; $250,000 to New Victory Foods (100% owned by Xu) for Lee Lee escrow; $440,166 to Hong Kong Supermarket of Monterey Park, Ltd. (controlled by Xu) .
- Intercompany trade: Sales/purchases with entities controlled by Xu or spouse, including HKGF Alhambra (90% owned by spouse; MSS owns 10%), HKGF Arcadia (MSS 49%), United Food (Xu aggregate 37.5% interest), Dai Cheong Trading Co Inc. (Xu controls 90% through DC Holding; MSS owns 10%) with disclosed volumes and receivables .
- Acquisition from spouse: 100% of GF Supermarket of MP, Inc. acquired from entities including Xu’s spouse; price amended to $2.5M (paid Oct 2023) .
Director Compensation (for governance context)
| Director (Non-Employee) | Cash Retainer | Total |
|---|---|---|
| Mark Willis | $50,000 | $50,000 |
| Bin Wang | $50,000 | $50,000 |
| Dr. Xiaoxia Zhang | $50,000 | $50,000 |
| Notes | Standard director agreements; equity plan not yet established for directors . |
Performance & Track Record
| Metric | Q3 FY2024 | Q3 FY2025 | 9M FY2024 | 9M FY2025 |
|---|---|---|---|---|
| Net Revenues ($M) | 13.6 | 34.1 (+151.1% YoY) | 41.1 | 94.8 (+130.6% YoY) |
| EBITDA ($M) | (0.21) | 1.52 | 0.32 | 3.97 |
| Net Income ($M) | (0.55) | ~1.00 | (0.56) | ~1.50 |
| FY2025 Guidance | Revenues $120–$125M; net income positive |
Execution updates cited expansion via consultancy agreement ($1.3M annual compensation) and integration of Lee Lee International Supermarket assets .
Risk Indicators & Red Flags
- Financial restatement: Audit Committee determined prior FY2024 and FY2025 interim financials should not be relied upon; restatement increased cash by $2.074M related to Lee Lee acquisition; company states no impact to operating results or non-GAAP metrics and no fraud indicated .
- Nasdaq deficiency: Received notice for bid price below $1; 180-day compliance window to Jan 6, 2026; potential reverse split considered if needed .
- Controlled company/dual-class: Concentrated control with Xu; governance exemptions may reduce minority protections .
- Committee activity: Compensation Committee held no meetings in FY2024, relying on unanimous written consent once .
Say-on-Pay, Peer Group, and Shareholder Engagement
- Emerging Growth Company: MSS is an EGC and discloses reduced executive compensation detail; EGCs are exempt from nonbinding say-on-pay and golden parachute votes, per company risk factor disclosure .
- Compensation peer group/targets: No compensation peer group, target percentile, or incentive metric disclosures identified in the latest proxy .
Equity Incentive Overhang/Dilution Context
- Equity plan usage: As of 4/30/24, no shares issued under 2023 Stock Incentive Plan .
- Financing instruments: 2025 SPA for convertible notes and incremental warrant includes conversion features and an Exchange Cap unless shareholders approve; potential issuance up to 62.7M shares at the floor price scenario (subject to adjustments), highlighting dilution risk (board sought approval at 2025 AGM) .
- Authorized share increase: Proposal to raise Class A authorized shares to 150M; rationale includes equity plan flexibility and financing .
Employment Terms (Detailed Table)
| Provision | Summary |
|---|---|
| Agreement Date | Oct 1, 2021; initial 3-year term; auto-renew 3-year cycles; at-will . |
| Base Pay Updates | $143,000 per agreement; amended to $180,000 effective Jan 25, 2025 . |
| Termination for Violation | Company may terminate without notice; one-month salary as exclusive compensation . |
| Non-Compete/Non-Solicit | Included . |
| CIC / Severance Multiples | Not disclosed . |
| Clawback | Adopted; applies on restatement . |
Investment Implications
- Alignment and retention: Xu’s cash-heavy pay with no disclosed variable incentive or equity grants suggests limited formal pay-for-performance linkage; however, extremely high personal ownership (90.34% voting power) aligns long-term control but raises minority protection concerns and reduces board leverage on compensation outcomes .
- Selling pressure/vesting: No option/RSU overhang for Xu and no disclosed vesting schedules, implying minimal mechanical sell pressure from vesting; insider trading policy imposes trading windows and pre-clearance for insiders .
- Governance risk: Controlled company status, combined CEO/Chair role (mitigated by Lead Independent Director), minimal Compensation Committee meeting cadence, and extensive related-party transactions heighten governance and conflict risks that could affect valuation multiples and capital access .
- Execution momentum vs. accounting and listing risks: Financial results show strong growth post-Lee Lee integration with improved EBITDA and positive net income trajectory, albeit alongside a restatement and Nasdaq bid price deficiency that could increase volatility and financing costs until resolved .
If you’d like, I can add a Form 4 insider trading analysis for Xu to quantify any recent sales/buys and post-transaction ownership to refine views on near-term selling pressure (not included in the above filings).