Jianbo Sun

About Jianbo Sun

Jianbo Sun, age 39, has served as an Independent Director of Next Technology Holding Inc. (NXTT) since December 2023, bringing 17 years in establishing, investing in, and operating within the intelligent manufacturing industry, with earlier equity research experience at CITIC Securities; he holds a bachelor’s degree in business administration from the University of International Business and Economics . He currently serves on a fully independent four‑member board and is designated an independent director under Nasdaq rules, with the board affirming no relationships that would impair independent judgment . He is also President of Orejia Group Co Limited (since February 2012) and emphasizes corporate social responsibility and philanthropy in his background .

Past Roles

External Roles

Board Governance

• Board independence: NXTT’s four directors are all independent; if all director nominees are elected, the board remains fully independent .
• Leadership structure: CEO is Weihong Liu; the Chairman of the Board is Independent Director Lichen Dong; the board asserts this structure supports effective oversight and communication .
• Committees and assignments:
  • Audit Committee: Members include Tian Yang (Chair), Lichen Dong, Jianbo Sun, and Mahesh Thapaliya; the committee oversees financial reporting, auditor selection, internal controls, and related‑party approvals .
  • Compensation Committee: Members include Jianbo Sun (Chair), Lichen Dong, Tian Yang, and Mahesh Thapaliya; responsible for director and executive compensation policies and plans, including equity plans and advisor independence .
  • Nominating Committee: Members include Lichen Dong (Chair), Jianbo Sun, Tian Yang, and Mahesh Thapaliya; responsible for director nominations, board composition, and governance practices .
  • Audit Committee financial expert: The board determined that Tian Yang qualifies as the “audit committee financial expert” under SEC rules (not Mr. Sun) .
• Attendance and engagement: In FY2024 the Board held 4 meetings; the Audit Committee 2; Compensation Committee 1; Nominating and Governance Committee 1; each director attended at least 75% of meetings of the Board and relevant committees during their terms .
• Executive sessions: Independent directors meet in executive session in connection with regular board meetings .

Fixed Compensation

Performance Compensation

Clawback governance: NXTT adopted an Incentive Compensation Recovery Policy in 2024 covering incentive-based compensation for executive officers upon financial restatements, with mandatory recoupment consistent with SEC and exchange rules . Additionally, awards under the 2025 Equity Incentive Plan will be subject to any company clawback policy in effect .

Other Directorships & Interlocks

Expertise & Qualifications

• 17 years of operating, investing, and governance experience in intelligent manufacturing; demonstrated capabilities in strategic planning, industrial investment, and financing via leadership at Orejia Group .
• Former industry researcher at CITIC Securities covering energy management, real estate, construction, and agriculture; adds capital markets and sector analysis perspective .
• Bachelor’s in business administration (University of International Business and Economics); profile emphasizes CSR and philanthropy .
• Governance roles: Chairs the Compensation Committee and serves on Audit and Nominating, indicating board confidence in his oversight of pay, governance, and risk .

Equity Ownership

• Hedging/pledging/short sales: Prohibited for directors, officers, employees, contractors, and consultants; pledging of company stock as collateral is prohibited for directors and executive officers .
• Ownership guidelines: Not disclosed in proxy .

Governance Assessment

• Strengths

  • Independence and roles: Mr. Sun is an independent director, chairs Compensation, and sits on Audit and Nominating; the entire board is independent, supporting checks and balances .
  • Engagement: Each director attended at least 75% of board/committee meetings in 2024, suggesting baseline engagement .
  • Policies: Prohibitions on hedging and pledging help alignment and risk control; related‑party review is centralized in Audit Committee; no related‑party transactions disclosed for last two fiscal years .
  • Section 16 compliance: Company reports timely filings by directors and officers .

• Concerns and potential red flags

  • Ownership alignment: No beneficial ownership reported for Mr. Sun and zero shares held by all directors and officers as a group as of the record date—this weakens “skin‑in‑the‑game” alignment with shareholders .
  • Control environment: Management disclosed material weaknesses in internal control over financial reporting as of Dec 31, 2024 (US GAAP expertise, segregation of duties, review levels), elevating financial reporting risk that the Audit Committee (of which Mr. Sun is a member) must oversee .
  • Listing and capital structure risk: The company failed to hold a timely annual meeting (prompting current meeting to regain Nasdaq rule compliance) and is seeking authorization for reverse stock split(s) up to 1‑for‑250 to address Nasdaq $1.00 bid requirement—signals listing risk and potential dilution path via increased authorized/unissued shares post‑split .
  • Equity plan scale: 2025 Equity Incentive Plan authorizes up to 80,000,000 shares, and allows non‑employee director grant value plus cash fees up to $100,000,000 per fiscal year, which is unusually high and could enable excessive director equity awards absent strong guardrails .

• Compensation and contracts

  • Director pay was modest in 2024 ($24,000 for Mr. Sun; no equity), but the absence of ownership and potential future equity plan latitude merits monitoring for alignment versus dilution risk .
  • Director “employment” agreements for Mr. Sun and other directors provide no severance and contain no change‑of‑control terms—reduces entrenchment risk .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Related‑Party Exposure

Say‑on‑Pay & Shareholder Feedback

Compensation Committee Analysis

• Composition: Jianbo Sun (Chair), with independent directors Lichen Dong, Tian Yang, and Mahesh Thapaliya .
• Advisor independence: Committee empowered to select compensation consultants/legal counsel considering independence factors; no specific consultant engagement disclosed for FY2024 .
• Clawback integration: Company adopted a Dodd‑Frank compliant clawback in 2024; plan awards are also subject to company clawback policy .

Governance Risk Indicators

• Material weaknesses in ICFR as of 12/31/2024 (US GAAP expertise, segregation of duties, review controls) .
• Nasdaq compliance risk with minimum bid price; reverse split authorization request up to 1‑for‑250 to address listing standards .
• Prior lapse in annual meeting timing, meeting called to regain compliance with Nasdaq Rule 5620(a) .
• Prohibitions on hedging/pledging/derivative transactions for insiders reduce alignment risk concerns .
• No related‑party transactions disclosed—reduces conflict risk .

Summary Implications for Investors

• Board effectiveness: Mr. Sun’s roles (Compensation Chair; Audit/Nominating member) and board‑wide independence are positives, but the zero insider ownership and control weaknesses are meaningful governance risks to monitor .
• Alignment: 2024 director pay was cash‑only and low; absence of equity ownership and the unusually high director cap under the new equity plan require close scrutiny of future grants to ensure alignment without undue dilution .
• Confidence signals: Prohibitions on pledging/hedging and lack of related‑party transactions are supportive; however, listing compliance and internal control remediation progress will be key catalysts for investor confidence .