Sean Zheng
NovaBay PharmaceuticalsAbout Sean Zheng
Yongxiang (Sean) Zheng, age 56, has served as a non-employee director of NovaBay since January 2022. He is currently General Manager of the Investment Department at China Pioneer Pharma Holding Ltd. (since January 1, 2024), is a CFA charterholder (since 2006), and holds a B.S. from Renmin University (1992), an MBA from the University of New South Wales (2002), and an EMBA from CEIBS (2010) . The Board’s 2025 proxy lists only certain directors as independent; Mr. Zheng is not among them and does not serve on any Board committees while he is not independent . In 2024, no director attended fewer than 75% of applicable Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dingtian Asset Management | Director | 2007–2011 | Asset management leadership |
| Sprott–Zijin Mining Fund (JV: Zijin Mining Group & Sprott AM LP) | Managing Director & CEO | Not disclosed | Led JV investment fund |
| Boill Fund Management (HK) Co., Ltd. | Managing Director | Not disclosed | Investment management leadership |
| Q3 Medical Devices (Shanghai) Co. Ltd. | Managing Director | Nov 2021–Dec 2023 | Managed medical devices operations |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| China Pioneer Pharma Holding Ltd. | General Manager, Investment Department | Jan 1, 2024 | Affiliated with Pioneer Hong Kong referenced in prior NovaBay transactions |
Board Governance
- Independence and committee service: Board determined only certain directors were independent; Mr. Zheng is not listed as independent and has no committee assignments (Audit, Compensation, N&CG, Special Transaction) .
- Attendance: In 2024, no director attended fewer than 75% of Board/committee meetings; meetings held: Board 8, Audit 4, Compensation 1, N&CG 1 .
- Anticipated resignation: Mr. Zheng entered into an August 19, 2025 Release Agreement to resign upon a “Resignation Event” tied to closing conditions of the Investment Transaction (Conversion Approval, Final Closing, Additional Purchaser Nominees, Special Dividend, Proposal Seven) .
| Committee | Member/Chair Status |
|---|---|
| Audit | No assignment |
| Compensation | No assignment |
| Nominating & Corporate Governance | No assignment |
| Special Transaction Committee | No assignment |
Fixed Compensation
| Year | Cash Fees ($) | Committee/Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 40,000 | Not disclosed | 40,000 |
Notes: Director compensation is determined by the Board after Compensation Committee review; outside director compensation details are discussed under “Director Compensation” in the proxy .
Performance Compensation
| Year | Equity Instrument | Quantity/Units | Grant-Date Fair Value/Share ($) | Aggregate Grant-Date Value ($) | Status at 12/31 |
|---|---|---|---|---|---|
| 2024 | RSUs | 858 | 4.94 | 4,234 | 858 unvested RSUs outstanding at 12/31/2024 |
Additional equity consideration (resignation-related):
- Under the August 19, 2025 Release Agreement, upon the Resignation Event and subject to stockholder approval of Proposal Seven, each Resigning Non-Employee Director (including Mr. Zheng) will receive newly issued restricted common stock with an aggregate value of $40,000, plus any accrued and unpaid director fees .
No performance metrics were disclosed for director equity (annual RSUs), and no options were disclosed for Mr. Zheng in 2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Related-Party Note |
|---|---|---|---|
| China Pioneer Pharma Holding Ltd. (affiliate of Pioneer Hong Kong) | Private/Listed abroad | Head of Investment Department | 2023 Private Placement required voting commitments from Pioneer Hong Kong; Mr. Zheng’s current role at a Pioneer affiliate indicates potential related-party exposure . |
No other public company directorships for Mr. Zheng were disclosed in the 2025 proxy .
Expertise & Qualifications
- 27+ years across M&A, fund management, import/export; CFA charterholder since 2006 .
- Academic credentials spanning Renmin University (B.S.), UNSW MBA, and CEIBS EMBA .
- Selected director qualifications highlight extensive M&A and fund management experience .
Equity Ownership
| As of | Beneficially Owned Common Shares | Notes |
|---|---|---|
| Sept 22, 2025 | 908 | Shares held directly by Mr. Zheng |
| Dec 31, 2024 | 858 RSUs (unvested) | Annual director RSU grant outstanding at year-end |
No pledging, hedging, or ownership-guideline status specific to Mr. Zheng was disclosed in the 2025 proxy .
Governance Assessment
- Independence and conflicts: Mr. Zheng is a non-employee director but not independent under NYSE American standards, and he holds a senior investment role at China Pioneer Pharma (affiliated with Pioneer Hong Kong), an investor implicated in prior NovaBay voting arrangements—heightening perceived conflict risk and curtailing committee eligibility .
- Committee effectiveness: No committee assignments reduce direct influence on audit, compensation, and nominating oversight—limiting governance impact during his tenure .
- Attendance and engagement: Attendance was at least 75% in 2024 across all directors; Board and committees met 8/4/1/1 times respectively—indicating baseline engagement .
- Pay alignment and exit incentives: 2024 director pay was modest (cash $40,000; RSUs $4,234) but the resignation-related $40,000 restricted-stock settlement upon the Investment Transaction’s Resignation Event introduces an unusual one-time equity payout that investors should contextualize within the broader transaction dynamics .
- Transition risk: Mr. Zheng agreed to resign upon the Resignation Event tied to the 2025 investment transaction, signaling pending Board turnover and potential shifts in governance priorities and continuity .
Red Flags
- Not independent; affiliation with Pioneer entities connected to prior financing/voting arrangements (related-party exposure) .
- Special equity consideration ($40,000 in restricted stock) contingent upon resignation as part of the Investment Transaction (non-typical director exit compensation) .
Positive Signals
- Strong capital markets and M&A background with CFA designation; could add transactional discipline when participating in broader Board deliberations .
- Attendance threshold met in 2024 alongside active Board schedule .