Xiaohua Lu
About Xiaohua Lu
Xiaohua Lu, age 46, has served as Chief Executive Officer since April 21, 2025 and was appointed to Nova LifeStyle’s Board on June 23, 2025; he holds a Bachelor’s degree in Vehicle Engineering and Commercial Business English from Jilin University (China) . Company performance context: revenues declined from $12.7M in FY2022 to $9.7M in FY2024, while EBITDA remained negative but improved from -$16.1M to -$5.3M over the same period (*EBITDA values retrieved from S&P Global). The company’s pay-versus-performance disclosure shows the “Value of Initial $100 Investment (TSR)” of 22.99 (2022), 40.32 (2023), and 7.17 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Drem Consulting Pte Ltd | General Manager | Jan 2024 – Apr 2025 | Operational leadership; advisory experience prior to NVFY appointment |
| Promiseland Financial Advisory Pte Ltd | Independent Financial Advisor | Feb 2022 – Apr 2025 | Financial advisory background; client-facing expertise |
| Wiselink Global Pte Ltd | Director | Jan 2019 – Dec 2022 | Board-level oversight; exposure to global operations |
| Blackamber Investment Ltd (New Zealand) | Chief Executive Officer | Oct 2012 – Dec 2018 | CEO experience; investment and execution leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships disclosed in filings |
Fixed Compensation
| Component | FY2025 Terms | Notes |
|---|---|---|
| Base Salary | $80,000 per year | Employment agreement dated April 21, 2025; payable monthly |
| Target Bonus % | Not disclosed | Eligible for annual cash bonus at Board’s sole discretion |
| Benefits | Standard employee plans, if instituted | Participation on same basis as other employees (policy framework referenced for other executives) |
| Contract Term | 1 year | Agreement term one year from April 21, 2025 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus (discretionary) | Not disclosed | Not disclosed | Not disclosed | Determined at Board’s sole discretion | Cash; no vesting schedule disclosed |
No performance-based equity awards (PSUs/RSUs/options) for Lu are disclosed; FY2024 year-end table shows no outstanding equity awards for named executive officers, and 2025 proxy narratives disclose no equity grants to Lu .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | — (not disclosed as of April 21 and Oct 2, 2025) |
| Ownership as % of shares outstanding | — (not disclosed) |
| Vested vs. unvested shares | Not disclosed |
| Options – exercisable/unexercisable | None disclosed; no outstanding equity awards at FY2024 year-end |
| Shares pledged/hedged | Not disclosed; company has Insider Trading Policy filed with annual report |
| Ownership guidelines | Not disclosed |
| Compliance status | Not disclosed |
Group context:
- Directors and executive officers as a group held 428,856 shares (3.25%) as of April 21, 2025 , and 431,856 shares (1.26%) as of October 2, 2025 .
- Equity plan overhang/reserves included 3.0M 2024 Plan, 0.444M 2023 Plan, 0.05975M 2021 Plan available as of Oct 2, 2025, plus 6.3842M reserved for warrants .
Employment Terms
| Term | Detail |
|---|---|
| Start date | April 21, 2025 (CEO) |
| Board service start | June 23, 2025 (Director) |
| Agreement length | 1 year |
| Auto-renewal | Not disclosed |
| Severance | None; entitled to accrued but unpaid salary only |
| Change-of-control | No arrangements providing payments/benefits on change in control |
| Non-compete / Non-solicit | Included (durations not disclosed for Lu); comparable agreements for other executives include non-compete and non-solicit covenants |
| Clawback | Board-adopted clawback policy (Nov 15, 2023) for Section 16 officers; applies on restatement within 3-year lookback |
| Garden leave / post-termination | Not disclosed |
Board Governance
- Roles: CEO and Director (dual-role), Chairperson remains separate (Thanh H. Lam), which provides structural separation of chair and CEO responsibilities .
- Independence: Majority of the Board is independent; Audit, Compensation, and Nominating & Corporate Governance Committees composed solely of independent directors (Tsai, La, Patel) .
- Committees: Lu is not listed as a member of Audit, Compensation, or Nominating committees .
- Lead Independent Director: None named .
- Board meetings: 4 meetings in FY2024; committee meetings: Audit (4), Compensation (4), Nominating (4); attendance rate 100% for directors in 2024 .
- Special Meeting Proposals (Oct 31, 2025): Increase authorized common shares from 250,000,000 to 5,000,000,000; name change to XMax Inc.; Board unanimous FOR recommendation; Lu signed as CEO and Director .
Director Compensation
- Executives serving as directors do not receive additional compensation for Board service .
- Independent director fees disclosed for FY2024; committee monthly fee for newly appointed director Wen Tao at $1,880, plus expenses (appointed to Audit, Compensation, and Nominating committees) .
Compensation Structure Analysis
- Shift in NVFY’s executive pay emphasizes modest fixed cash (Lu: $80,000) with discretionary bonus; no disclosed equity grants to Lu for 2025, reducing alignment via equity incentives vs. peers with equity-heavy pay .
- No severance or change-of-control protection for Lu; clawback policy in place; minimizes golden-parachute risk and aligns with shareholder-friendly governance .
- Potential dilution overhang: proposed authorization to 5.0B shares and existing plan/warrant reserves, indicating capacity for significant equity issuance .
Related Party Transactions (context)
- No related-party transactions disclosed involving Lu; the company disclosed transactions with the Chairperson (showroom lease $41,000 renewed Apr 10, 2024; consulting commissions $331,106 in FY2024) and shareholder loans ($200,000 in Feb 2024; $160,000 in Apr 2024) .
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenues ($) | 12,744,871 | 11,087,459 | 9,686,975 |
| EBITDA ($) | -16,139,436* | -6,368,466* | -5,307,866* |
Values with an asterisk were retrieved from S&P Global.
Pay-versus-performance (company TSR measure):
- Value of Initial Fixed $100 Investment (TSR): 22.99 (2022), 40.32 (2023), 7.17 (2024) .
Strategic pivot (governance context):
- Board rationale for name change to “XMax Inc.”: transition from traditional furniture to AI-driven smart living solutions amid tariff impacts; Board unanimously recommended .
Vesting Schedules and Insider Activity
- Lu: No RSU/PSU/option grants or vesting schedules disclosed; no outstanding equity awards at FY2024 year-end for named executive officers .
- Form 4 activity: No Form 4 filings for Lu identified on public aggregation sources as of Oct 21, 2025 (monitoring resource) . Company noted certain late Section 16 filings for other holders in 2024 .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting agenda included advisory vote on executive compensation; results to be disclosed via 8-K within four business days after meeting .
Compensation Peer Group
- Not disclosed; no details on benchmarking peer group or target percentile found in current proxy filings .
Expertise & Qualifications
- Education: Bachelor’s degree, Jilin University (Vehicle Engineering and Commercial Business English) .
- Experience: Prior CEO, director, and advisory roles across APAC and New Zealand; operational and financial advisory background .
Work History & Career Trajectory
- Transitioned from consulting/advisory (Drem Consulting; Promiseland FA) to NVFY CEO in April 2025, followed by Board appointment in June 2025 .
Compensation Committee Analysis
- Compensation Committee: Independent directors Tsai (Chair), La, Patel; no independent advisors engaged in FY2024 .
- Committee independence and charters documented; oversight of salary, bonus, incentive plans .
Investment Implications
- Alignment: Lack of disclosed equity ownership and equity awards for Lu reduce direct “skin-in-the-game”; executive group ownership is modest (1.26% as of Oct 2, 2025), potentially limiting alignment with shareholders .
- Governance: Dual-role CEO/Director with separate Chair mitigates concentration; committees are fully independent; however, no Lead Independent Director may constrain independent oversight .
- Dilution risk: Proposed share authorization to 5.0B and significant plan/warrant reserves suggest capacity for future equity issuance; monitor subsequent capital raises, warrant exercises, and plan usage .
- Pay-for-performance: Discretionary bonus structure with no disclosed performance metrics; absence of equity incentives may limit long-term performance linkage; clawback policy strengthens downside governance .
- Execution: Strategic pivot (XMax) and recent board expansion via new directors/COO appointment indicate organizational change; track delivery against revenue/EBITDA improvement, capital structure actions, and disclosed KPIs as they emerge .