Thanh H. Lam
About Thanh H. Lam
Thanh H. Lam is Chairperson of the Board, President and Chief Executive Officer of Nova LifeStyle, Inc. (NVFY); appointed President and director on June 30, 2011, Chairperson on June 4, 2013, Interim CEO on October 7, 2016, and CEO on April 10, 2017 . She is 56 years old and holds a B.S. in Business Administration and Finance from California State University, Los Angeles; she co-founded and pioneered the Diamond Sofa brand since 1992 and previously served as CEO of Diamond Bar, a wholly owned subsidiary acquired in August 2011 . The Board has explicitly stated advantages of Ms. Lam serving simultaneously as Chairperson and CEO, citing continuity and strategic alignment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nova LifeStyle, Inc. | Chairperson of the Board | Since June 4, 2013 | Board leadership; direct link between management and Board cited as an advantage |
| Nova LifeStyle, Inc. | President and Director | Since June 30, 2011 | Senior management and Board oversight |
| Nova LifeStyle, Inc. | Interim CEO; CEO | Interim: Oct 7, 2016; CEO: Apr 10, 2017 | Combined CEO/Chair structure affirmed by Board |
| Diamond Bar (subsidiary) | Chief Executive Officer (prior to acquisition) | Prior to Aug 2011 acquisition | Led product development and sales operations |
| Diamond Sofa brand | Co-founder/Leader | Since 1992 | Brand creation and U.S. market merchandising |
External Roles
| Company/Institution | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy materials |
Board Governance
- Independence: Lam is not independent under Nasdaq rules; independent directors are Umesh Patel, Ming-Cherng Sky Tsai, and Huy (Charlie) La .
- Committee memberships: Lam is not listed on any Board committees; Audit (Chair: Umesh Patel), Compensation (Chair: Ming-Cherng Sky Tsai), Nominating & Corporate Governance (Chair: Huy La) are comprised solely of independent directors .
- Lead Independent Director: Not designated .
- Executive sessions: Independent directors met 16 times in executive sessions during 2023 .
- Attendance: Each director attended 100% of Board and committee meetings in 2023 .
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit | Umesh Patel; Ming-Cherng Sky Tsai; Huy La | Umesh Patel | All independent |
| Compensation | Ming-Cherng Sky Tsai; Huy La; Umesh Patel | Ming-Cherng Sky Tsai | All independent |
| Nominating & Corporate Governance | Huy La; Ming-Cherng Sky Tsai; Umesh Patel | Huy La | All independent |
| Board Activity (FY2023) | Count/Rate |
|---|---|
| Board meetings held | 4 |
| Committee meetings (Audit/Comp/Nom-Gov) | 4 each |
| Independent director executive sessions | 16 |
| Director attendance | 100% for all directors |
Fixed Compensation
| Component | 2023 | 2022 |
|---|---|---|
| CEO Salary (Lam) | $110,000 | $105,366 |
| Director Cash Retainer (Lam) | No additional director pay (executive directors do not receive extra compensation) | No additional director pay |
- Employment agreements: Lam’s CEO employment agreement provides $110,000 annual salary; annual bonus at Board’s discretion; no severance upon termination; includes confidentiality, non‑competition and non‑solicitation covenants (five-year agreement dated May 8, 2018 amended Dec 30, 2021; renewed May 8, 2023) .
Performance Compensation
- Equity awards: No stock/option awards to Lam disclosed in 2022–2023 summary compensation tables .
- Clawback: Board adopted a Dodd-Frank/Nasdaq-compliant clawback policy on Nov 15, 2023 (3-year lookback for erroneously awarded incentive compensation) .
- Equity plan design: 2024 Omnibus Equity Plan authorizes up to 3,000,000 shares and allows options, SARs, RSUs, restricted and unrestricted stock, with performance-based awards tied to objective measures (e.g., EBITDA, TSR, revenue, EPS, ROE, stock price, etc.) .
Pay versus performance (company disclosure):
| Year | PEO Total Compensation ($) | PEO Compensation Actually Paid ($) | Avg Non-PEO NEO Total ($) | Avg Non-PEO NEO CAP ($) | TSR ($ per $100) | Net Loss ($) |
|---|---|---|---|---|---|---|
| 2023 | 110,000 | 110,000 | 81,151 | 81,151 | (93.66) | 7,723,257 |
| 2022 | 105,366 | 105,366 | 56,635 | 56,635 | (81.93) | 17,101,671 |
| 2021 | 100,000 | 100,000 | 50,000 | 50,000 | (21.43) | 19,962,493 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Interlocks with competitors/suppliers/customers | Related-party transactions exist with CEO-owned entities (see below) |
Expertise & Qualifications
- Industry: 30+ years in furniture brand development, merchandising, national sales, and distribution; featured in Furniture Today “Fresh Faces” profile in 2005 .
- Education: B.S. in Business Administration & Finance, CSULA .
- Board qualifications: Board cites Lam’s deep U.S. furniture market knowledge and operational experience as valuable for growth strategy .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| April 18, 2024 | 11,857 | <1% |
| October 2, 2025 | 11,857 | <1% |
- Vested vs unvested shares: Not disclosed for Lam .
- Options (exercisable/unexercisable): No Lam options disclosed; options outstanding for other insiders only .
- Pledging/Hedging: Code of Business Conduct and Ethics includes insider trading policy; specific hedging/pledging policies not disclosed in proxy .
Fixed Director Compensation (Board context)
| Director | Fees Earned (2023) |
|---|---|
| Umesh Patel | $26,049 |
| Huy (Charlie) La | $23,530 |
| Ming-Cherng Sky Tsai | $23,530 |
Note: Executive directors (e.g., Lam, Su) do not receive additional director compensation .
Say‑on‑Pay & Shareholder Votes
| Meeting Date | Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| June 1, 2023 | Say‑on‑Pay | 2,283,552 | 83,927 | 3,800 | 1,431,940 |
| May 31, 2024 | Say‑on‑Pay | 787,531 | 3,880 | 437 | 329,109 |
| June 6, 2025 | Say‑on‑Pay | 6,430,051 | 6,362 | 407 | 693,193 |
Related‑Party Transactions (Conflict Risk)
- Showroom lease: Diamond Bar leased a showroom from the Company’s President/CEO/Chair (Lam); renewed April 3, 2023; $34,561 rent in 2023 ($25,921 in 2022) .
- Sales representative agreement: Consulting firm owned by the President/CEO/Chair received commissions; $321,030 in 2023 ($392,755 in 2022) .
- Audit Committee oversight: Related-party transactions are reviewed/approved by Audit Committee per its charter .
Broader Governance Signals (2025 Special Meeting)
- Authorized shares increase: Proposal to raise authorized common shares from 250,000,000 to 5,000,000,000; Board recommends FOR; notes potential anti‑takeover effects of additional authorized stock .
- Name change: Proposal to change corporate name to XMax Inc.; Board rationale: strategic transition toward AI‑driven smart living solutions; new trading symbol reserved “XWIN” .
Governance Assessment
- Independence and structure: Lam is not independent and holds combined CEO/Chair roles; the Board has no Lead Independent Director—this concentration of power is a governance red flag, mitigated partially by three independent directors and independent committees .
- Attendance and engagement: 100% attendance in 2023 across Board and committees; independent directors held 16 executive sessions, indicating active oversight .
- Compensation alignment: Lam’s cash pay is modest ($110k) with no disclosed equity or bonus in 2023; clawback policy is in place; however, absence of disclosed performance equity for the CEO reduces explicit pay‑for‑performance alignment .
- Conflicts/related parties: Ongoing, material related‑party arrangements (lease and commission payments to entities tied to the CEO/Chair) are notable red flags; continued Audit Committee oversight is essential to mitigate these risks .
- Shareholder voice: Say‑on‑pay approvals passed in 2023–2025; nonetheless, proposals to massively increase authorized shares carry potential dilution/anti‑takeover implications that can pressure investor confidence if used opportunistically .
- Committee effectiveness: Audit, Compensation, and Nominating committees are chaired by independent directors; Compensation Committee did not engage independent advisors in 2023, which is a watchpoint for best‑practice benchmarking .
RED FLAGS: Combined CEO/Chair with no Lead Independent Director ; recurring related‑party payments to CEO‑controlled entities ; significant proposed increase in authorized shares with stated anti‑takeover implications .