Xi (Jacob) Cao
About Xi (Jacob) Cao
Xi (Jacob) Cao, age 38, was appointed Chief Operating Officer of Maison Solutions Inc. (NASDAQ: MSS) on February 21, 2025, after serving as Operations Manager at the Company’s El Monte, CA store since June 2023. He holds an M.S. in Computer Networking and Telecommunications (University of Southampton) and a B.S. in Computing Science (University of Wales) . Around his appointment, MSS reported strong operating momentum driven by the Lee Lee acquisition: Q3 FY2025 revenues grew 151% year-over-year to $34.1M and EBITDA improved to $1.5M; year-to-date revenues reached $94.8M with EBITDA of $4.0M .
Company performance context (oldest → newest)
| Metric | Q3 FY2024 | Q3 FY2025 | 9M FY2024 | 9M FY2025 |
|---|---|---|---|---|
| Revenues ($USD) | $13,598,479 | $34,149,223 | $41,116,998 | $94,818,527 |
| EBITDA ($USD) | $(210,450) | $1,524,690 | $323,454 | $3,968,180 |
Note: Company also guided FY2025 revenues to $120–$125M and net income positive .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Maison Solutions (El Monte, CA store) | Operations Manager | Jun 2023 – Feb 2025 | Led store operations in a core California market |
| LSK | Operations Supervisor | Aug 2022 – Jun 2023 | Oversaw operations in specialty grocery context |
| Sonic Plus LLC | Operations Manager | Jan 2020 – Aug 2022 | Managed operations, process and execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed in filings |
Fixed Compensation
| Component | Amount / Terms | Source |
|---|---|---|
| Base salary | $96,000 per year | |
| Employment basis | At-will; Company may terminate for agreement violations with one-month salary paid as exclusive remedy | |
| Target bonus % | Not disclosed in employment agreement/filings | |
| Actual bonus paid | Not disclosed in employment agreement/filings |
Performance Compensation
| Metric linkage | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| No performance-based bonus or equity metrics disclosed for COO | — | — | — | — | — |
| Equity awards (RSUs/PSUs) | None disclosed; Company’s 2023 Stock Incentive Plan had no shares issued as of Apr 30, 2024 | ||||
| Options | Executives have not held options or similar awards historically |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 0 shares; not listed with holdings in the beneficial ownership table |
| Ownership as % of outstanding | 0% |
| Vested vs unvested shares | Not applicable; no disclosed grants |
| Options (exercisable / unexercisable) | None |
| Shares pledged as collateral | Not disclosed in filings |
| Stock ownership guidelines | Not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Role | Chief Operating Officer (COO) |
| Effective date | February 21, 2025 |
| Term length | Initial one-year term; automatically renews for successive one-year periods unless otherwise terminated |
| At-will status | Yes |
| Base salary | $96,000 per year |
| Severance | If Executive violates agreement: termination without notice with one-month salary as compensation (exclusive remedy) |
| Change-of-control economics | Not disclosed |
| Non-compete (during employment) | Prohibits competitive activities in any capacity during term |
| Post-sale non-compete | Upon sale of all ownership interest: refrain from similar business within 25-mile radius for 10 years |
| Non-solicit | Prohibits soliciting/calling on customers post-termination; treats customer data as trade secrets |
| Arbitration | Yes—claims settled by arbitration; prevailing party entitled to reasonable attorneys’ fees |
| Clawback policy | Company-wide clawback adopted; recoups incentive comp tied to restatements per SEC/Nasdaq |
| Insider trading policy | Adopted; governs trading for directors/officers/employees |
| Related-party independence | No arrangements/relations reported leading to appointment; not related to any executive/director |
Investment Implications
- Pay-for-performance alignment: No disclosed bonus, RSU/PSU, or options for the COO; equity plan had no issuances through FY2024. Compensation appears predominantly fixed cash with limited performance linkage, reducing direct incentives tied to TSR, revenue or EBITDA outcomes .
- Retention risk vs restrictions: Base comp is modest ($96k), but restrictive covenants exist (broad in-term non-compete; 10-year/25-mile post-sale non-compete; non-solicit), plus arbitration. These may deter competitive exits; however, with zero disclosed share ownership, “skin-in-the-game” alignment is limited .
- Insider selling pressure: None evident—no reported holdings, options, or vesting schedules for Cao; thus no structural selling overhang from his position .
- Governance context: MSS is a “Controlled Company” under Nasdaq (CEO John Xu controls >50% voting power), enabling exemptions for majority independence and compensation committee processes. This may limit external constraints on executive pay design and oversight rigor .
- Company-level financing/dilution backdrop: Convertible notes and authorized share increase proposals indicate potential dilution dynamics, independent of Cao’s compensation but relevant to overall shareholder outcomes. Execution on operating improvements under Cao’s COO role occurs against this capital structure backdrop .
Overall: Cao brings operational depth and continuity from store-level leadership with stringent covenants but minimal disclosed equity alignment. For trading signals, monitor future proxy updates for the introduction of performance-based incentives (PSUs/RSUs), any Form 4 ownership changes, and operational KPIs under his tenure alongside dilution events from outstanding notes .