Yin Yan
About Yin Yan
Yin Yan, 49, is Chairperson of the Board, Chief Executive Officer, President and a director of Marwynn Holdings (MWYN) since April 2024; she previously served as CEO of subsidiary FuAn Enterprise since March 2023 and has roughly 20+ years’ experience in real estate, international trade and management . She is a registered lawyer admitted in the NSW High Court of Australia and holds a J.D., an MBA in Technology Management, and a BS in Computer Information Systems, all from the University of New South Wales . Ms. Yan controls approximately 93.89% of MWYN’s total voting power via 7,770,485 common shares and 135,000 shares of Series A Super Voting Preferred Stock, indicating very high ownership alignment and a “controlled company” governance posture under Nasdaq rules . The company does not disclose TSR or specific performance growth metrics tied to executive compensation for Ms. Yan; NEO equity awards were not outstanding in FY2025, and pay is primarily cash-based .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marwynn Holdings (MWYN) | Chairperson, CEO, President, Director | Since Apr 2024 | Leads parent following reorganization; chairs key board committees (Compensation; Nominating & Governance) . |
| FuAn Enterprise (subsidiary) | Chief Executive Officer | Since Mar 2023 | Operational leadership of subsidiary manufacturing/distribution activities . |
| Bio Essence Corp (OTC: BIOE) | CEO and Chair | c. ~8 years (as of Oct 2025) | Led herbal health/diet/nutrition company; public OTC-Pink listing . |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Bio Essence Corp (BIOE) | Chief Executive Officer and Chair of the Board | Public (OTC-Pink) | ~8 years of leadership; separate public-company governance exposure . |
Fixed Compensation
| Name | Fiscal Year (End Apr 30) | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Yin Yan (CEO) | FY2025 | 120,000 | — | — | — | — | 120,000 |
| Yin Yan (CEO) | FY2024 | 40,000 | 150,000 | — | — | — | 190,000 |
Notes:
- Company states it has no employment or consulting contracts with executive officers; CEO annual salary is $120,000 . There are no pension/retirement arrangements for executive officers .
Performance Compensation
- No outstanding equity incentive plan awards were held by any named executive officer as of April 30, 2025; the 2024 Amended and Restated Equity Incentive Plan (max 93,000 shares) granted options to independent directors only, not executives .
- The proxy/10-K do not disclose a specific annual or long-term performance metric framework (e.g., revenue/EBITDA/TSR weightings) for executive incentive pay; FY2025 for Ms. Yan shows salary-only, and FY2024 included a discretionary cash bonus with no published metric detail .
Equity Ownership & Alignment
| Measure | Value | “As of” / Source |
|---|---|---|
| Common shares beneficially owned | 7,770,485 | Oct 27, 2025; includes 5,993,255 direct and 1,777,230 via spouse; footnote (2) |
| % of common shares outstanding | 45.56% | Oct 27, 2025 |
| Series A Super Voting Preferred shares | 135,000 | Oct 27, 2025 |
| % of Series A Preferred | 100% | Oct 27, 2025 |
| % Total voting power | 93.89% | Oct 27, 2025 |
| Vested vs. unvested exec awards | Not applicable; no exec equity awards outstanding at 4/30/2025 | Apr 30, 2025 |
| Hedging/derivatives policy | Officers/directors prohibited from short sales, puts/calls, or other speculative derivatives (insider trading compliance) | Aug 8, 2025 (10-K) |
| Pledging disclosure | No explicit pledge disclosure identified in proxy/10-K | Oct 31, 2025; Aug 8, 2025 |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None; no executive employment or consulting contracts . |
| Severance / Change-in-control | Not disclosed in proxy/10-K . |
| Clawback policy | Board-adopted clawback permitting recoupment of incentive compensation based on restated results per Exchange Act Section 10D/Nasdaq rules . |
| Indemnification | Standard indemnification agreements for directors and executive officers; advancement and contribution provisions . |
| 10b5-1 plans | Directors/officers may adopt 10b5-1 plans; may also trade outside plans when not in possession of MNPI; references lock-up expiration context in 10-K . |
| Non-compete / non-solicit / garden leave | Not disclosed in proxy/10-K . |
| Start date/tenure | CEO/Chair/President since April 2024; FuAn CEO since March 2023 . |
Board Governance (Service, Committees, Independence)
- Board size is five; independent directors are Eric Newlan, Dandan Wang, and Dvisha Patel; Ms. Yan and Ms. Xu (CFO) are not independent .
- MWYN is a “controlled company” under Nasdaq; Ms. Yan controls ~93.89% voting power; company relies on exemptions and does not have fully independent Compensation or Nominating/Governance committees .
- Committees and roles:
- Audit: Newlan (Chair), Wang, Patel; independence per Rule 10A‑3; Wang qualifies as financial expert .
- Compensation: Wang, Patel, Yin Yan (Chair); committee not fully independent due to controlled company exemption .
- Nominating & Governance: Wang, Yin Yan (Chair), Shengnan Xu; not fully independent due to controlled company exemption .
- Meetings/attendance: during fiscal year ended Apr 30, 2025, Board and committees acted exclusively by written consent; no formal meetings or executive sessions were held; Board intends to hold a formal meeting with an independent directors’ executive session following the Annual Meeting .
- Proxy signed by Ms. Yan as Chairperson/CEO/President dated Oct 31, 2025 .
Director Compensation (for context; Ms. Yan is not a non-employee director)
| Component | Non-Employee Directors |
|---|---|
| Annual cash retainer | $10,000 per year, paid quarterly, commencing Q1 starting Mar 11, 2025 . |
| Initial equity grant | Options to purchase 31,000 shares at FMV; vest 1/3 at first anniversary, remaining 2/3 over next 2 years (annual), 10-year term . |
| FY2025 paid | No compensation paid to non-employee directors during FY2025 . |
Related Party Transactions (Governance Risk Monitoring)
| Item | Detail |
|---|---|
| Due from related party (Yin Yan) | Other receivable of $193,853 at Apr 30, 2025; repaid in full on May 20, 2025 . |
| Due to related parties – Yin Yan | “Other payable” $500 at Apr 30, 2024; advance repaid in full as of July 24, 2024 . |
| Due to related parties – Fulai Wang (spouse) | Promissory notes: $40,000 (Apr 30, 2025); $250,000 (2024); $550,000 (2023); $300,000 (2022) . |
| Reorganization/share exchanges | 2024 share exchanges (FuAn, Grand Forest, KZS) resulted in issuance of 14,508,004 MWYN shares; Ms. Yan was among FuAn stockholders party to the exchange . |
| Section 16 compliance note | Company notes late Form 3 filings for some insiders/10% holders as of Apr 30, 2025 . |
Expertise & Qualifications
- Legal and business training: Registered lawyer admitted in NSW High Court; J.D., MBA (Tech Management), BS CIS (UNSW) .
- Industry/leadership: Over 20 years in real estate, international trade, management; current leadership of two companies (MWYN and Bio Essence) .
- No legal proceedings: Company reports no Item 401(f) legal proceedings for directors/executive officers in past 10 years .
Compensation Structure Analysis
- Mix shift: FY2025 CEO pay entirely salary ($120k) vs. FY2024 salary + discretionary cash bonus ($150k), with no equity awards disclosed for NEOs, indicating limited formal pay-for-performance design and potential reliance on controlling ownership for alignment .
- Equity usage: Equity plan (93,000 shares) used to grant stock options to independent directors only; no executive options/RSUs/PSUs outstanding at FY2025 year-end .
- Governance overlay: CEO chairs Compensation and Nominating/Governance committees under controlled company exemption—independence tradeoff in compensation oversight .
Equity Vesting & Insider Selling Pressure
- Executive equity overhang/vesting: None outstanding for NEOs at Apr 30, 2025; no executive vesting overhang .
- Liquidity/lock-up context: Company notes that following expiration of IPO lock-ups, directors/officers may adopt 10b5‑1 plans; insider trading program prohibits short sales/derivatives .
Employment Terms & Retention Risk
- No employment agreements, severance, or change‑in‑control terms disclosed—potentially higher voluntary turnover/retention risk absent formal protections, but mitigated by Ms. Yan’s dominant ownership .
- Standard indemnification and board-adopted clawback policy in place .
Investment Implications
- Alignment vs. governance tradeoff: Ms. Yan’s ~93.89% voting control and 45.56% common ownership strongly align her with equity value but establish MWYN as a controlled company relying on exemptions; CEO also chairs Compensation and Nominating/Governance, elevating independence concerns in pay and nominations .
- Pay-for-performance: With no executive equity awards outstanding and no disclosed performance metrics, incentive alignment appears to rest primarily on Ms. Yan’s significant stock ownership rather than structured variable pay—reducing dilution but limiting transparent performance linkage .
- Liquidity/overhang: Post lock-up, insiders may utilize 10b5-1 plans; given concentrated ownership, any liquidity events by insiders could be impactful; hedging/derivatives are prohibited by policy .
- Related-party and compliance hygiene: Related-party balances (e.g., receivable to Ms. Yan repaid May 20, 2025; spouse promissory notes outstanding) and noted late Form 3 filings warrant continued monitoring from a governance risk perspective .
- Board process maturity: Prior fiscal year actions by unanimous written consent with no formal meetings/executive sessions suggests evolving board practices; Board intends to hold formal meetings post‑Annual Meeting .