Bob Wu

About Mijia (Bob) Wu

Mijia (Bob) Wu, age 50, has served on NovaBay’s board since January 2016. He is Managing Director of China Kington Investment Co. Ltd. and Managing Director of Shanghai Ceton Investment Management Co. Ltd., with 15+ years in finance and investments and international market expertise. His education includes an MBA from Manchester Business School and an Executive MBA from Cheung Kong Graduate School of Business . The board does not classify Mr. Wu as an independent director under NYSE American rules (the company lists Freiman, Garlikov, Sit, and Jeff Zheng as independent; other directors, including Mr. Wu, are not independent) .

Past Roles

External Roles

Board Governance

• Committees and roles (2025): Member, Special Transaction Committee (STC). STC was formed around the August 19, 2025 investment transaction; members were determined to have no material personal interest or affiliation with Mr. Lazar for the transaction oversight remit. STC authority included dividend approval, transaction document oversight, and enforcing company rights under the purchase agreement .
• Committee chairs: Mr. Wu is not a chair; STC was chaired by Dr. Paul E. Freiman .
• Independence: The company’s independence disclosure names Freiman, Garlikov, Sit, and Jeff Zheng as independent; other directors (including Mr. Wu) are not independent and do not serve on the standing committees requiring independence .
• Attendance: In 2024, no director attended fewer than 75% of applicable board/committee meetings; meeting counts were Board 8, Audit 4, Compensation 1, N&CG 1 .
• Tenure on board: Since January 2016; Class I director with term expiring at the 2026 annual meeting (subject to resignation conditions described below) .
• Board refresh and planned resignation: On August 19, 2025, Mr. Wu signed a Release Agreement agreeing to resign upon a “Resignation Event” if conditions are met: stockholder “Conversion Approval,” completion of the Final Closing, appointment of up to three Lazar nominees, payment of a $0.80 special dividend, and stockholder approval of director equity consideration (Proposal Seven) .

Fixed Compensation

Notes:

• 2024 non-employee director program: Board chair $52,000; members $40,000 plus 858 RSUs; committee chair/member fees as disclosed. Mr. Wu’s 2024 pay reflects the member program; STC formed in 2025, so no 2024 STC fees apply .

Performance Compensation

• The proxy does not disclose performance-based director compensation; annual director equity grants are time-based RSUs (858 units) .
• Special one-time equity for resigning directors: Subject to shareholder approval (Proposal Seven), each resigning non-employee director (including Mr. Wu) to receive newly issued restricted common stock with an aggregate value of $40,000 upon the Resignation Event .

Other Directorships & Interlocks

Expertise & Qualifications

• 15+ years in finance and investments; international market expertise; senior roles at UBS, BNP Paribas, ABN AMRO .
• Education: MBA (Manchester Business School); Executive MBA (Cheung Kong Graduate School of Business) .

Equity Ownership

• Insider transaction (Form 4): On May 28, 2024, RSU grant of 30,000 units to “WU MIJIA” (type A – award); post-transaction ownership 30,000 RSUs; price $0. This is consistent with a 1-for-35 reverse split on May 30, 2024 (≈858 RSUs post-split) .
• Company insider trading policy prohibits short sales, margin accounts, pledging, or hedging of company securities by directors/officers/employees .

Board Governance Details (Committees)

Governance Assessment

• Strengths

  • Active oversight: Member of Special Transaction Committee formed to independently oversee the August 19, 2025 investment transaction, special dividend, and related approvals; committee members were vetted for lack of material personal interest in the transaction .
  • Engagement: 2024 attendance threshold met; independent directors held executive sessions after regularly scheduled meetings .
  • Policy alignment: Company prohibits pledging/hedging and short sales for insiders, supporting shareholder alignment practices .

• Watch items and potential red flags

  • Independence/conflict risk: Mr. Wu is not categorized as an independent director; he is a long-time Managing Director at China Kington Investment (affiliated with China Kington Asset Management), and the company notes historic related-party transactions with China Kington in prior filings. While no new specific transactions are disclosed in the 2025 proxy, this affiliation represents an ongoing related-party exposure vector investors should monitor .
  • Resignation-for-equity construct: Mr. Wu agreed to resign upon the Resignation Event and, contingent on shareholder approval (Proposal Seven), receive restricted stock with an aggregate value of $40,000. While modest in size, equity consideration conditioned on resignation is atypical and merits attention as a governance signal during board reconstitution .
  • Control/board transition risk: The investment transaction contemplates significant dilution and potential effective control by the investor (Mr. Lazar) upon conversion approvals; board composition and leadership (including chair role) are expected to change, elevating the importance of robust independent oversight during transition .

Director Compensation Mechanics (for context)

Insider Trades (Form 4) – Mr. Wu

Note: The company effected a 1-for-35 reverse split on May 30, 2024, which would normalize a 30,000 RSU grant to approximately 858 RSUs post-split, consistent with the annual director equity grant disclosed in the proxy .

Related-Party and Conflicts Summary

• China Kington affiliation: Mr. Wu is Managing Director at China Kington Investment, an affiliate of China Kington Asset Management. The company notes certain historic related-party transactions with China Kington in prior SEC filings (not re-detailed in the 2025 proxy) .
• Special Transaction oversight: Despite the above affiliation, for the 2025 investment transaction, the Special Transaction Committee (including Mr. Wu) was explicitly described as free of material personal interest and not otherwise affiliated with the investor (Mr. Lazar), per the proxy .

Summary Implications for Investors

• Board transition and control dynamics: Mr. Wu’s agreement to resign upon financing milestones, coupled with potential control concentration post-conversion, implies material governance transition risk; the STC’s independence assertions and meeting/attendance record partially mitigate near-term concerns .
• Alignment and incentives: Mr. Wu’s historical director pay is modest and largely cash-based with small RSU grants; beneficial ownership is small (<1%), and the policy prohibits pledging/hedging, limiting misalignment risks. The one-time $40,000 resignation equity consideration warrants scrutiny but is immaterial in magnitude .
• Conflict monitoring: Given Mr. Wu’s China Kington roles and prior related-party history referenced by the company, investors should monitor disclosures for any new transactions or engagements with China Kington or affiliates that could impact independence or decision-making .