Jeffery Chuang
About Jeffery Chuang
Jeffery Chuang, age 54, has served as Chief Financial Officer since August 22, 2017. He is a CPA with a B.S. in Finance (California State University, Northridge, 1997) and an M.S. in Taxation (Golden Gate University, 2006), and previously was managing partner at Z & C CPAs, LLP (2011–2017) . Under his tenure, Nova LifeStyle/XMax reported consecutive net losses and markedly negative TSR; a $100 initial investment proxy for TSR was -$21.43 (2021), -$81.93 (2022), and -$93.66 (2023), while net losses were $19.96M (2021), $17.10M (2022), and $7.72M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Z & C CPAs, LLP | Managing Partner | Jun 2011–Aug 2017 | Led a tax and audit practice; credentialed CPA and taxation expertise |
| Nova LifeStyle, Inc. (XMax) | Chief Financial Officer | Aug 2017–present | Principal financial officer and principal accounting officer; SOX certifications on periodic reports |
External Roles
No public-company board roles or external directorships disclosed for Chuang in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $56,635 | $60,000 | $70,000 (effective Jan 1, 2024 via amendment on Dec 22, 2023) |
| Bonus ($) | $0 | $0 | Not disclosed |
| Employment Agreement Term | 1-year from Aug 22, 2022 | 1-year from Aug 22, 2023 | Amendment increasing salary; ongoing 1-year framework |
Notes:
- 2022 agreement at $55,000 base (amended Dec 30, 2021); 2023 agreement at $60,000 base (Sept 1, 2023); salary increased to $70,000 effective Jan 1, 2024 .
Performance Compensation
- No annual cash incentive payouts disclosed for 2022–2023; bonuses are at Board discretion but none reported .
- Equity plan permits performance-based awards (options, SARs, RSUs, unrestricted stock) with metrics including EBITDA, revenue, TSR, margins, stock price, etc., but no specific performance-award grants to Chuang are disclosed in 2022–2024 .
Equity Award Details (Options)
| Award Type | Grant Date | Shares | Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Option (2014 Plan) | Aug 12, 2019 | 1,400 | $19.25/share | 50% at grant; 50% at 6-month anniversary | 5 years from grant (expired Aug 12, 2024) |
Equity Ownership & Alignment
| As-of Date | Shares Owned | Derivatives/Right to Acquire | Notes |
|---|---|---|---|
| Apr 18, 2024 | 0 | 1,400 options exercisable within 60 days (pre-expiry) | Represents <1% of class |
| Oct 2, 2025 | Not listed with share count (“-”) | Not listed | Group table shows no disclosed holdings for CFO at that date |
Additional alignment considerations:
- No stock ownership guidelines or pledging disclosures for Chuang were identified; company Code of Ethics includes an insider trading policy .
- Company adopted a Dodd-Frank-compliant clawback policy on Nov 15, 2023, covering Section 16 officers (including CFO) for recovery of erroneously awarded incentive compensation over a three-year lookback upon restatement .
Employment Terms
| Term Element | Detail |
|---|---|
| Initial CFO Appointment | Aug 22, 2017 |
| Agreement Structure | One-year employment agreements (2021, 2022, 2023), salary amendments over time |
| Base Salary History | $55,000 (effective Jan 1, 2022), $60,000 (from Aug 22, 2023), $70,000 (effective Jan 1, 2024) |
| Bonus Eligibility | Discretionary; none disclosed for 2022–2023 |
| Severance | None; upon termination entitled to accrued but unpaid salary only |
| Restrictive Covenants | Confidentiality, non-compete, and non-solicit covenants included |
| Change-of-Control Treatment | Plan allows possible acceleration of vesting/exercisability at Committee discretion; not individualized to CFO contracts |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| “$100 Investment” TSR Proxy ($) | (21.43) | (81.93) | (93.66) |
| Net Loss ($) | 19,962,493 | 17,101,671 | 7,723,257 |
Additional context:
- CFO executed SOX 302 and 906 certifications on Q3 2025 Form 10-Q; signature as Principal Financial Officer and Principal Accounting Officer .
- Historical derivative litigation (filed 2019; consolidated in 2025) named CFO among defendants alongside other officers/directors, tied to prior alleged misstatements; Company denied allegations; derivative actions proceeded post-settlement of a related class action .
Board Governance (for context)
- Compensation Committee comprises independent directors (Tsai chair; La; Patel); responsible for executive pay oversight; no independent comp consultant engaged in 2023 .
- Clawback policy in place per Nasdaq and SEC rules .
Say-on-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| May 31, 2024 Annual Meeting | Advisory vote on NEO compensation | 787,531 | 3,880 | 437 | 329,109 |
Compensation Structure Analysis
- Low cash compensation with no disclosed annual bonus payouts indicates limited pay-for-performance at the CFO level for 2022–2023 .
- Equity linkage is minimal: a single, small 2019 stock option (1,400 shares) with five-year term, now expired; no RSUs/PSUs disclosed for CFO since .
- Company implemented a robust clawback policy in late 2023 (positive governance signal), but specific CFO incentive metrics/weights are not disclosed; equity plan provides for potential performance-based awards across multiple financial/market metrics .
Risk Indicators & Red Flags
- Persistent negative TSR and multi-year net losses during CFO tenure .
- Historical derivative litigation naming CFO and others; Company disputed and related actions continued post class-action settlement .
- Significant share authorization increase proposal (to 5.0B authorized shares) in Oct 2025, implying future dilution risk; management framed as flexibility and strategic transition to AI-driven smart living, with planned ticker change to XWIN upon name change to XMax Inc. .
- No severance protections for CFO; restrictive covenants present—indicates limited exit cost to company but may add retention risk in competitive markets .
Equity Ownership & Alignment Details
| Item | Status |
|---|---|
| Beneficial Ownership % | <1% historically; no shares listed in Oct 2025 special proxy table |
| Vested vs Unvested | 2019 option fully vested; expired Aug 12, 2024 |
| Pledging/Hedging | Not disclosed; insider trading policy in Code of Ethics |
| Ownership Guidelines | Not disclosed |
Investment Implications
- Alignment: With no ongoing equity grants and modest base salary, CFO’s direct economic alignment to shareholder value creation appears limited; consider advocating for performance-based RSUs tied to EBITDA, FCF, and TSR to strengthen pay-for-performance .
- Dilution overhang: The proposed 5.0B authorized shares materially increase potential dilution; monitor subsequent issuances, pricing, and insider participation to assess selling pressure and capital stewardship .
- Governance/controls: Presence of clawback policy and independent compensation committee is positive, but transparency on CFO incentives and performance targets is lacking; sustained losses and TSR underperformance signal execution risk in strategic transition .
- Retention: One-year agreements and no severance make CFO retention sensitive; compensation mix may need recalibration to attract/retain finance talent through the transformation to “XMax” AI-driven strategy .