Xiaoxia Zhang
About Xiaoxia Zhang
Dr. Xiaoxia Zhang (age 54) is an independent director of Maison Solutions Inc. (NASDAQ: MSS), serving on the Board since June 2023. She holds a Doctoral Degree in environmental science from Peking University (2004) and currently leads the Beijing Zhongguancun Urban Development and Technological Innovation Research Institute; her background centers on strategy, resourcing, technology, and supply chain for growth-stage companies with U.S. operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zhongguancun Dongsheng New Urbanization Industry Alliance | Chairwoman | 2016–2020 | Led new urbanization initiatives; supply chain and development focus |
| Tianjin Bohai Urban Development Research Institute | Vice Dean | 2011–2021 | Urban development research leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Beijing Zhongguancun Urban Development and Technological Innovation Research Institute | President | Current | Oversees innovation and urban development strategy |
| Renmin University of China Lifelong Learning Center | Deputy Director | Since 2014 | Academic leadership in lifelong learning |
| Yangfang Shengli Catering (client) | Consultant | Ongoing | Scaled from street vendor to full industry chain; expanded to NY and CA markets |
| Shanxi Hongtong Fenghe Agroforestry (client) | Consultant | Ongoing | Developed “Yulu Fragrant Pear”; streamlined supply chain to improve efficiency and profitability |
Board Governance
- Independence: The Board determined Dr. Zhang is independent under Nasdaq standards and Rule 10A‑3 .
- Board structure: Combined Chair/CEO roles (John Xu); Mark Willis serves as Lead Independent Director, who convenes periodic independent director sessions and facilitates strategy/risk oversight communications .
- Controlled company: MSS relies on Nasdaq “controlled company” exemptions (majority independent board not required; CEO pay decisions and director nominations need not be solely by independents) due to >50% voting control by CEO John Xu .
- Attendance: In FY ended April 30, 2024, each director attended at least 75% of Board and committee meetings; Board held 3 meetings and took 7 written consents .
| Committee | Zhang Membership | Committee Chair | FY 2024 Meetings |
|---|---|---|---|
| Audit | Member | Bin Wang | 3 |
| Compensation | Member | Mark Willis | 0 |
| Nominating & Corporate Governance | Member | Bin Wang | 0 |
Fixed Compensation
| Component | FY 2024 | Terms |
|---|---|---|
| Annual cash retainer ($) | $50,000 | Paid quarterly in arrears per standard Director Service Agreement |
| Committee membership fees ($) | Not disclosed | — |
| Committee chair fees ($) | Not applicable/not disclosed | Zhang is not a chair |
| Meeting fees ($) | Not disclosed | — |
| All other compensation ($) | $0 | — |
Key terms: Directors receive cash retainers; equity incentive plans “yet to be established”; indemnification to fullest extent; annual term expires at next stockholders’ meeting .
Performance Compensation
| Equity/Options | FY 2024 | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | No director equity grants disclosed; equity plan exists but no shares issued as of 4/30/2024 |
| Option awards | None disclosed | No options outstanding; none issued under 2023 Plan |
| Deferred/other performance pay | None disclosed | — |
Performance metric linkage (directors):
| Metric Category | Disclosed? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR targets | Not disclosed | Director pay is fixed retainer; no performance metrics disclosed |
| ESG/other strategic goals | Not disclosed | — |
| Clawback provisions | Company adopted clawback policy (executive incentive comp) | Applies to executive officers; no director performance pay linkage disclosed |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Dr. Zhang in the proxy |
| Prior public company boards | None disclosed |
| Shared directorships with MSS competitors/suppliers/customers | None disclosed |
Note: Another MSS director (Bin Wang) serves on Fly-E Group, Inc. (NASDAQ: FLYE); no similar public board service is disclosed for Dr. Zhang .
Expertise & Qualifications
- Supply chain and growth-stage consulting expertise; strategic resourcing and technology implementation .
- Financial literacy as Audit Committee member (Board deemed all audit members financially literate) .
- Doctoral training in environmental science (Peking University, 2004), with academic leadership roles in China .
Equity Ownership
| As of Record Date (Mar 28, 2025) | Class A Shares | Class B Shares | Ownership % (Voting) |
|---|---|---|---|
| Dr. Xiaoxia Zhang | — (no beneficial ownership reported) | — (no beneficial ownership reported) | — (not reported) |
Note: The Security Ownership table lists no beneficial holdings for Dr. Zhang; star legend indicates “represents less than 1%” where applicable, but no shares are reported for her row .
Governance Assessment
-
Strengths:
- Independent director serving across Audit, Compensation, and Nominating committees, enhancing oversight breadth .
- Attendance at least 75% of Board/committee meetings; Audit Committee met 3 times in FY 2024 .
- Company adopted an SEC/Nasdaq-compliant clawback policy for executive incentive compensation, a positive governance safeguard .
-
RED FLAGS / Watch items:
- Controlled Company status reduces independent checks (exemptions from majority independent board, CEO pay solely by independents, and independent-only nominations) .
- Combined CEO/Chair structure; reliance on Lead Independent Director to balance oversight—best practice concerns persist in controlled structures .
- Low committee engagement: Compensation Committee held 0 meetings (one unanimous written consent); Nominating & Corporate Governance Committee held 0 meetings—potential effectiveness risk in pay and director nomination processes .
- Alignment: Director compensation is cash-only ($50,000) with no equity grants disclosed and no beneficial ownership reported for Dr. Zhang—limited “skin-in-the-game” alignment versus equity-based models .
- Extensive related-party transactions with CEO, spouse, and controlled affiliates (intercompany payables, purchases/sales, and acquisitions) elevate conflict-of-interest risk, necessitating strong independent oversight by Audit Committee members (including Dr. Zhang) .
- Significant potential dilution from convertible notes and warrants (maximum up to 62.7M shares; current 11.8M at $1.38 conversion), underscoring capital structure and minority-holder protection risks—board oversight quality is critical .