Yizhou Zhao
About Yizhou Zhao
Yizhou (Steven) Zhao, age 28, was appointed Chief Operating Officer and Corporate Secretary of Nova LifeStyle, Inc. on October 7, 2025, and subsequently joined the Board of Directors on October 10, 2025 . He received a B.Sc. in Statistics with a minor in Economics from Queen’s University (May 2023) and an M.A. in Statistic from Columbia University (February 2023); he worked as a Data Analysis Statistician at Diamond Bar Outdoors Inc. (NVFY subsidiary) since June 2025 and has been a self-directed independent investor since May 2024 . Company operating results during 2024–2025 show low revenues and negative EBITDA/net income, which frame the pay-for-performance context below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diamond Bar Outdoors Inc. (NVFY subsidiary) | Data Analysis Statistician | Jun 2025–Oct 2025 | Analytics support for subsidiary operations |
| Self-directed investor (U.S. markets) | Independent investor | May 2024–Oct 2025 | Personal investing experience (non-corporate) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public company or external board roles disclosed in filings |
Fixed Compensation
| Component | Terms | Amount | Timing | Source |
|---|---|---|---|---|
| Base Salary | Employment agreement term 1 year | $80,000 | Payable monthly | |
| Bonus Eligibility | Annual cash bonus at sole discretion of Board/committee | Not specified | Annual (discretionary) | |
| Vacation | Paid vacation | 12 days/year | Annual accrual | |
| Benefits | Participation in general employee plans (e.g., health/dental/401k if/when instituted) | Not quantified | Ongoing during term | |
| Expense Reimbursement | Ordinary/necessary business expenses per policy | Not quantified | As incurred |
No equity awards (RSUs/PSUs/options) are disclosed in the appointment filings; Mr. Zhao is not party to any related-party transaction requiring Item 404(a) disclosure .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting | Source |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (Discretionary) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Discretionary | Not disclosed |
Filings do not disclose performance metrics (e.g., revenue, EBITDA, TSR) tied to Zhao’s bonus, nor any equity-based performance awards .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (shares) | Not disclosed as of Oct 2, 2025 (Zhao appointed Oct 7, 2025, after special proxy record date) | |
| Ownership % of outstanding | Not disclosed | |
| Vested vs. unvested shares | Not disclosed | |
| Options (exercisable/unexercisable) | Not disclosed | |
| Pledged shares | Not disclosed | |
| Stock ownership guidelines | Not disclosed | |
| Compliance status | Not disclosed |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Effective date | October 7, 2025 | |
| Title(s) | Chief Operating Officer; Corporate Secretary | |
| Contract length | One-year term; renewable upon mutual agreement | |
| Severance | No severance under any termination scenario (death, disability, cause, voluntary) | |
| Change-of-control | No change-of-control severance or accelerated vesting terms disclosed in agreement | |
| Non-compete | 6 months post-termination; all territories where the company does business; prohibits competitive activity | |
| Non-solicit | During employment and thereafter: employees and customers/prospective customers | |
| Confidentiality | During employment and thereafter; broad scope (customers, suppliers, plans, trade secrets, etc.) | |
| IP/Inventions | Company entitled to sole ownership of inventions; cooperation obligation; company pays costs/fees | |
| Indemnification & D&O | Indemnification to maximum lawful extent; advancement of expenses; D&O coverage provided, no deductible to Executive | |
| Governing law | Nevada; exclusive jurisdiction in Clark County, NV (state and federal courts) |
Board Governance
- Board service: Appointed as director on October 10, 2025; Board size increased from six to seven members at appointment .
- Committee memberships: Not disclosed in appointment 8-K .
- Independence status: As an executive officer serving concurrently on the Board, he is not independent of management; filings do not state independence classification .
- Family/related-party conflicts: None disclosed; no Item 404(a) transactions .
Director Compensation
| Component | Detail | Source |
|---|---|---|
| Director cash/equity retainers | Not disclosed for Zhao | |
| Committee chair/member fees | Not disclosed | |
| Director equity | Not disclosed | |
| Ownership guidelines | Not disclosed |
Company Performance Context (last 4 quarters)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($USD) | $2,006,242* | $2,635,718 | $2,556,223 | $9,761,091 |
| EBITDA ($USD) | -$955,433* | -$178,865* | -$181,613* | -$471,786* |
| Net Income ($USD) | -$1,069,396* | -$338,871* | -$289,907* | -$1,126,394* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Low fixed cash base ($80,000) and fully discretionary bonus indicate minimal guaranteed compensation and no disclosed at-risk/performance-tied equity, limiting direct alignment to specific operating metrics .
- Absence of severance and change-of-control economics reduces potential “golden parachute” risk and suggests low retention cost if performance underwhelms .
- No disclosed RSU/PSU/option grants or ownership guidelines; lack of disclosed equity exposure reduces direct long-term alignment and lowers near-term insider selling pressure signals .
Related Party Transactions and Red Flags
- No related-party transactions requiring Item 404(a) disclosure; no family relationships disclosed .
- No clawbacks, gross-ups, or option repricing terms disclosed; bonus is discretionary without stated metrics .
Expertise & Qualifications
- Education: B.Sc. (Statistics, minor in Economics), Queen’s University (May 2023); M.A. in Statistic, Columbia University (February 2023) .
- Early-career profile with analytics background (subsidiary role) and self-directed investing; limited disclosed industry operating tenure prior to officer appointment .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nova LifeStyle, Inc. | COO; Corporate Secretary | Oct 2025–present | Officer appointment and Board seat in Oct 2025 |
| Diamond Bar Outdoors Inc. | Data Analysis Statistician | Jun 2025–present | Subsidiary role prior to officer appointment |
| Self-directed investor | Independent investor | May 2024–present | Non-corporate investing experience |
Compensation Committee Analysis
- Use of independent compensation consultants: Not disclosed in appointment filings .
- Committee composition/changes: Not disclosed for Zhao’s appointment; Board increased size to seven .
Investment Implications
- Alignment: No disclosed equity grants, ownership levels, or ownership guidelines for Zhao reduce direct long-term equity alignment; compensation is primarily low fixed cash plus discretionary bonus with no stated performance scorecard .
- Retention/Cost: One-year term with no severance and a 6-month non-compete limits downside cost in case of transition; indemnification/D&O coverage standardizes litigation risk mitigation .
- Governance: Dual role (executive + director) reduces independence from management; committee roles not disclosed, and no related-party conflicts noted as of appointment .
- Performance context: Recent quarters reflect negative EBITDA and net losses, with Q3 2025 revenue spike; absent pay metrics tied to turnaround KPIs (revenue, EBITDA, TSR), investors should monitor whether future disclosures introduce performance-linked equity or quantified bonus scorecards to strengthen incentives. Revenue/EBITDA/net income values per table above . Values retrieved from S&P Global.*