Shengnan Xu

About Shengnan Xu

Shengnan Xu is Director, Chief Financial Officer (CFO), and Secretary of Marwynn Holdings, Inc., appointed on September 18, 2025; she is age 37 and holds a bachelor’s degree in Arts and Finance from Heilongjiang International University . Her background spans over a decade in financial management, corporate strategy, and cross-border trading, including roles in supply chain optimization and internal controls; at MWYN, she is a non‑independent director and sits on the Nominating and Corporate Governance Committee, in a “controlled company” structure where the Chair/CEO controls ~93.89% of voting power and certain committees are not fully independent . The proxy and 8‑K do not disclose executive performance metrics tied to pay, and the NEO table shows no bonus or equity awards for her in FY2025; current compensation is primarily fixed salary .

Past Roles

External Roles

Board Governance (Service History, Committees, Dual‑Role Implications)

• Board service: Appointed director on September 18, 2025; nominated for election among a five‑member board .
• Committee memberships: Member, Nominating and Corporate Governance Committee (chaired by the Chair/CEO) .
• Independence: Board determined Xu is not independent; company is a Nasdaq “controlled company” with exemptions (compensation and nominating committees not fully independent) .
• Meetings and executive sessions: Fiscal year ended April 30, 2025 had no formal Board or committee meetings; all actions by written consent; independent director executive sessions were not held and are planned post‑Annual Meeting .
• Governance risk context: Combined Chair/CEO role, controlled shareholder at ~93.89% voting power, and CFO serving as a director and nominating committee member may reduce independent oversight .

Fixed Compensation

Discrepancy note: Proxy states $35,000 annual salary; 8‑K states $36,000 annual compensation upon appointment .

Performance Compensation

• No performance‑based incentives (no RSUs/PSUs/option awards for Xu, no disclosed performance metrics, and no bonus paid in FY2025) .
• Equity plan exists for directors (non‑employee) but NEOs had no outstanding equity awards as of April 30, 2025 .

Equity Ownership & Alignment

Board context (non‑employee directors): Annual retainer $10,000; initial stock option grant to purchase 31,000 shares per director; 10‑year term; exercise price at fair market value; vesting 1/3 on first anniversary and remaining 2/3 annually over two years; independent directors show 10,333 options currently issuable within the 31,000 grant schedule .

Employment Terms

Risk Indicators & Red Flags

• Controlled company: Chair/CEO controls ~93.89% voting power; reliance on Nasdaq “controlled company” exemptions for committee independence .
• Dual roles: CFO serves as director and on Nominating and Governance Committee; compensation committee chaired by Chair/CEO; increases potential independence concerns .
• Board process: No formal Board/committee meetings in fiscal year; actions via written consent; independent director executive sessions were not held .
• Ownership alignment: Xu holds no common or preferred shares, implying limited immediate “skin‑in‑the‑game”; no equity awards outstanding .
• Compliance/process: Company noted late Section 16(a) filings for certain reporting persons in FY2025 .

Compensation Structure Analysis

• Mix of pay: Compensation currently almost entirely fixed cash; no disclosed bonus target, no equity awards; minimal pay‑for‑performance linkage for Xu .
• Committee independence: Compensation and nominating committees not fully independent given controlled company status; CEO chairs compensation committee .
• Equity award practices: Equity plan currently utilized for non‑employee directors; no executive equity holdings or vesting schedules disclosed for Xu .

Related Party Transactions

• Appointment disclosure states no arrangements or understandings with any person pursuant to which Xu was appointed, and no direct or indirect material interest in transactions requiring disclosure under Item 404(a) .

Say‑on‑Pay & Shareholder Feedback

• No say‑on‑pay proposal or historical approval percentages disclosed in the 2025 proxy .

Expertise & Qualifications

• Financial management and corporate strategy experience across trading and investment firms; education in finance; cross‑border and supply chain optimization background .

Work History & Career Trajectory

• Progressive leadership roles from Controller/GM (2012–2022) to Director/VP Finance (2022–), culminating in CFO and director roles at MWYN .

Compensation Committee Analysis

• Membership: Compensation committee includes two independent directors (Wang, Patel) and the Chair/CEO as chair; not fully independent under Nasdaq exemptions .
• Consultant use: Committee may retain independent advisors, with independence assessments per Nasdaq/SEC rules .

Investment Implications

• Alignment and selling pressure: Xu has no disclosed share ownership or executive equity awards, reducing near‑term insider selling pressure but also signaling limited alignment through equity as of appointment .
• Governance oversight: Controlled company with combined Chair/CEO and CFO as director/nominating member points to weaker independent oversight and potential governance risk; monitor committee composition and emergence of independent leadership (e.g., lead independent director) .
• Compensation signals: Absence of performance‑based pay and equity participation for the CFO diminishes pay‑for‑performance linkage; watch for future introduction of bonus metrics (EBITDA/revenue/TSR) or executive equity grants to improve alignment .
• Contract/retention risk: No employment agreement or severance/change‑of‑control terms are disclosed; this may reduce exit costs but could raise retention risk if compensation remains low vs market; track future filings for any updates .