Dandan Wang
About Dandan Wang
Independent director of Marwynn Holdings, Inc. since July 24, 2024; age 55. Wang holds a Finance degree (Dongbei University of Finance and Economics, 1997) and an MBA (2003). Career spans senior banking roles: Vice President at Bank of Communications and China Guangfa Bank across commercial lending, marketing, private banking, compliance, retiring in 2023. She is designated the board’s Audit Committee financial expert under Item 407 of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Communications | Vice President, Commercial Lending | 1988–2001 | Senior lending oversight |
| China Guangfa Bank | Vice President, multiple divisions (commercial lending, marketing, private banking, compliance) | 2001–2023 | Risk, compliance, product/marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed |
Board Governance
- Independence: Wang is an independent director; audit committee independence affirmed; Wang qualifies as Audit Committee financial expert .
- Controlled company: Marwynn relies on Nasdaq “controlled company” exemptions; CEO chairs Compensation and Nominating committees (not fully independent) .
- Attendance: FY ended Apr 30, 2025 (“Fiscal 2024”) actions were exclusively by written consent; no formal board or committee meetings; independent directors held no executive sessions. Board intends a formal meeting (incl. independent executive session) post-Annual Meeting .
| Committee | Members | Chair | Independence Status |
|---|---|---|---|
| Audit | Dandan Wang; Dvisha Patel; Eric Newlan | Eric Newlan | All meet Rule 10A‑3 and Nasdaq independence; Wang is financial expert |
| Compensation | Dandan Wang; Dvisha Patel; Yin Yan (CEO) | Yin Yan (CEO) | Not fully independent (controlled company exemption) |
| Nominating & Governance | Dandan Wang; Yin Yan (CEO); Shengnan Xu (CFO/Secretary) | Yin Yan (CEO) | Not fully independent (controlled company exemption) |
Fixed Compensation
| Component | Amount | Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $10,000 | Paid in four equal quarterly installments commencing in first quarter starting March 11, 2025 | Non‑employee directors; no compensation paid during FY ended Apr 30, 2025 |
| Committee/Chair fees | Not disclosed | — | No separate fees disclosed |
| Meeting fees | Not disclosed | — | Actions taken by written consent in FY; no formal meetings |
| Reimbursements | Travel/food/lodging | As incurred | Standard director expense reimbursement |
| Indemnification | Standard agreement | Executed | Company entered standard indemnification with each director |
Performance Compensation
| Instrument | Grant size | Exercise price | Vesting | Term | Notes |
|---|---|---|---|---|---|
| Stock options | 31,000 options (initial award) | 100% of fair market value on grant date | Company-wide policy: 1/3 on first anniversary, remaining 2/3 over two years; DEF 14A footnote states “equal annual installments beginning July 24, 2024” | 10 years | Non‑employee directors; Wang counted as beneficially owning 10,333 options exercisable within 60 days |
Performance metric design for director equity (PSUs/TSR/EBITDA goals): none disclosed .
Performance Metric Table (Directors)
| Metric | Target | Measurement period | Link to payout |
|---|---|---|---|
| Not disclosed | — | — | Director options time‑vest only; no PSU/TSR metrics disclosed |
Other Directorships & Interlocks
| Person | Current public boards | Committee roles | Potential interlocks |
|---|---|---|---|
| Dandan Wang | None disclosed | — | None disclosed |
Controlled-company governance note: CEO (Yin Yan) chairs Compensation and Nominating committees; board does not require fully independent oversight of director nominations or CEO compensation under exemptions . Voting control concentrated (~93.89%) via Series A Super Voting Preferred Stock held by CEO .
Expertise & Qualifications
- Financial and auditing expertise (Audit Committee financial expert designation) .
- Banking leadership across lending, private banking, compliance; MBA and Finance degree .
Equity Ownership
| Holder | Common shares beneficially owned | % of common | Preferred | % of total voting power | Notes |
|---|---|---|---|---|---|
| Dandan Wang (Director) | 10,333 (underlying options exercisable within 60 days) | 0.06% | — | 0.01% | Options vest in equal annual installments beginning July 24, 2024; initial grant size 31,000 options |
Breakdown:
- Vested vs. unvested (implied): 10,333 vested/exercisable within 60 days; remaining options from 31,000 subject to continued vesting (equal annual installments) .
- Ownership guidelines, pledging, hedging: No director stock ownership guidelines disclosed; no pledging/hedging disclosure for directors; company insider trading policy in place .
- Section 16 compliance: Company notes late Form 3 filings for certain reporting persons as of April 30, 2025 (compliance flag) .
Governance Assessment
- Positive signals:
- Audit Committee independence and Wang’s designation as audit financial expert strengthen financial oversight .
- Adoption of Clawback Policy for executives; insider trading policy; committee charters posted publicly .
- Risks and red flags:
- Controlled company exemptions: Compensation and Nominating committees not fully independent; CEO chairs both, creating potential conflicts in pay-setting and director selection .
- Meeting cadence/engagement: No formal board or committee meetings in FY ended Apr 30, 2025; actions by written consent; independent directors held no executive sessions—weak transparency/engagement signal .
- Concentrated voting power: CEO controls ~93.89% voting power via super‑voting preferred, limiting minority shareholder influence; multi‑class structure may reduce index inclusion and liquidity .
- Related‑party environment: Multiple related‑party balances (notes/advances) with executives and affiliates; audit committee must review related‑party transactions, increasing oversight burden .
- Section 16 timeliness: Late Form 3 filings noted (process discipline risk) .
Overall: Wang brings strong banking and compliance experience and serves as the audit financial expert. However, board effectiveness is constrained by controlled company governance (CEO chairs key committees) and limited formal meeting activity; continued monitoring of committee independence, meeting cadence, and related‑party oversight is warranted .