Ming-Cherng Sky Tsai
About Ming-Cherng Sky Tsai
Independent director of Nova LifeStyle, Inc. (NVFY), appointed July 27, 2020; age 48 as of the 2024 proxy. He has been Vice President of Skyrocket Investments LLC since 2010 and holds a B.S. in Supply Chain Management from Michigan State University (2004) . The board cites his investment and supply-chain experience as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skyrocket Investments LLC | Vice President | 2010–present | Investment and supply-chain experience cited as Board-relevant |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Committees: Audit Committee (member), Compensation Committee (chair), Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Tsai is independent under Nasdaq standards; all members of Audit, Compensation, and Nominating committees are independent .
- Attendance and engagement: In 2023, the Board met 4 times; Audit, Compensation, and Nominating each met 4 times; each director attended 100% of Board and applicable committee meetings; independent directors held 16 executive sessions .
- Audit Committee financial expert: Umesh Patel (chair of Audit) is designated; Tsai serves as a member .
- Lead independent director: None designated .
- Years of service on this board: Appointed July 27, 2020 (ongoing) .
Fixed Compensation
| Metric | FY 2023 |
|---|---|
| Fees earned or paid in cash ($) | $23,530 |
| Stock awards ($) | $0 (none reported) |
| Option awards ($) | $0 (none reported) |
| Meeting fees | Nominal attendance fees approved (amount not disclosed) |
| Expense reimbursement | Yes (customary reimbursement for Board attendance) |
Performance Compensation
| Item | FY 2023 |
|---|---|
| Director equity grant (RSUs/PSUs/options) | None disclosed for Tsai |
| Performance metrics tied to director pay | Not disclosed/applicable (director pay was primarily cash fees) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee interlocks | None; all Compensation Committee members were independent and no interlocks disclosed |
Expertise & Qualifications
- Supply chain and investment background (VP, Skyrocket Investments LLC since 2010) .
- Compensation governance experience as Compensation Committee chair .
- Education: B.S., Supply Chain Management, Michigan State University (2004) .
Equity Ownership
| Metric | As of Apr 18, 2024 | As of Oct 2, 2025 |
|---|---|---|
| Beneficially owned shares | — (reported), less than 1% of class | — (reported); percent not listed in table |
| Options exercisable | 0 (no outstanding options reported) | — (no change reported) |
| Unvested equity (RSUs/stock) | 0 (none reported) | — (no change reported) |
Governance Assessment
- Independence and engagement: Tsai is an independent director, served on all three key committees and chaired Compensation; directors recorded 100% attendance in 2023, and independent directors held 16 executive sessions—indicating active independent oversight .
- Ownership alignment: No beneficial ownership reported for Tsai in 2024 or 2025 and no outstanding equity awards—implying limited “skin-in-the-game” relative to best-practice alignment frameworks .
- Compensation governance: The Compensation Committee did not engage independent advisors in 2023, which can constrain external benchmarking/independence in pay decisions (though all members are independent) .
- Board structure: No lead independent director, which some investors prefer for enhanced counterbalance to management .
- Related-party exposure: Proxy discloses related-party transactions involving the CEO, but none involving Tsai; the Audit Committee oversees related-party review .
- Section 16 compliance: Company states all Section 16 filings were timely in 2023 except one shareholder (Web 3.0 SDH BHD/Koo Han Ruey); no director filing issues identified .
- Broader governance signals (Board-level actions): The 2025 special proxy sought to increase authorized common shares from 250,000,000 to 5,000,000,000 (Board recommended FOR) and highlighted potential dilution and anti-takeover effects—relevant for investor dilution risk assessment; also proposed a corporate name and ticker change to align with strategy shift (to “XMax Inc.”) .
RED FLAGS
- Minimal ownership and no equity-based director compensation (alignment risk) .
- No lead independent director designated .
- Compensation Committee did not use an independent compensation consultant in 2023 .
Positive Indicators
- Independent status, Compensation Committee chair role, and 100% meeting attendance .
- Frequent executive sessions by independent directors (16 in 2023) .
- Audit Committee financial expert designated (Patel) and standard committee structures/charters in place .
- Company adopted a clawback policy (applies to officers subject to Section 16) in November 2023, reflecting enhanced governance controls .