Fen Zhang

About Fen Zhang

Fen Zhang serves on the board of Oak Woods Acquisition Corporation (OAKU); he was the company’s initial Chief Executive Officer from inception until February 2023 and currently holds founder shares, indicating meaningful ownership but potential sponsor alignment. The company’s filings identify independent directors as John O’Donnell, Mitchell Cariaga, and Lauren Simmons; Fen Zhang is not listed among independent directors. Education, age, and detailed biography are not disclosed in available filings.

Past Roles

External Roles

• Not disclosed in available OAKU filings. No other public company directorships or committee roles identified.

Board Governance

• Independence and structure: OAKU’s board has three standing committees—Audit, Compensation, and Nominating—each composed solely of independent directors: Lauren Simmons, John O’Donnell, and Mitchell Cariaga. Fen Zhang is not identified as an independent director in the company’s disclosure. Independent directors hold sessions where only independent directors are present.
• Committee composition and chairs:
  • Audit Committee: Lauren Simmons, John O’Donnell, Mitchell Cariaga; Chair: Mitchell Cariaga; Cariaga designated “audit committee financial expert.”
  • Compensation Committee: Lauren Simmons, John O’Donnell, Mitchell Cariaga; Chair: John O’Donnell.
  • Nominating Committee: Lauren Simmons, John O’Donnell, Mitchell Cariaga; Chair: Lauren Simmons; committee held no meetings in FY 2024.
• Lead Independent Director: Not disclosed.
• Attendance: Board-wide attendance rates are not disclosed; Nominating Committee held no meetings in FY 2024.
• Clawback policy: Board adopted a compensation clawback policy consistent with SEC and Nasdaq rules (administered by the Compensation Committee).

Fixed Compensation

Performance Compensation

After completion of the initial business combination, director/executive compensation may be introduced by the post-combination board; specifics would be disclosed at that time.

Other Directorships & Interlocks

• No current or prior public company directorships for Fen Zhang were identified in OAKU’s filings.
• Shared directorships/interlocks with customers/suppliers/competitors: Not disclosed.

Expertise & Qualifications

• OAKU filings do not provide Fen Zhang’s education, certifications, or technical expertise. His founding CEO role suggests familiarity with SPAC formation and capital markets processes.

Equity Ownership

Note: Insiders (including sponsor and certain directors) have waived liquidation rights for founder shares and cannot redeem those shares; founder shares and private placement securities would become worthless if no business combination occurs.

Governance Assessment

• Independence: Company disclosures designate independent directors as Simmons, O’Donnell, and Cariaga; Fen Zhang is not listed as independent, raising potential conflicts given his founder share ownership and prior role as initial CEO.
• Committee participation: Governance-critical committees (Audit/Compensation/Nominating) are composed solely of the three independent directors; no indication that Fen Zhang serves on any committee—reducing his direct influence over audit and pay oversight.
• Ownership alignment vs. conflicts:
  • Fen Zhang holds 350,000 Class B founder shares (~6.5–6.7%); founder shares become worthless absent a business combination, creating strong incentives to extend timelines and close a deal even under unfavorable terms. This is a material conflict relative to public shareholders.
  • Insiders may purchase public shares or enter into non-redemption agreements around extension votes (with restrictions), potentially influencing outcomes and reducing public float—a governance risk.
• Related-party exposure: The sponsor (which includes certain directors/officers among its members) receives a $10,000 monthly administrative services fee; OAKU also relies on sponsor loans and extensions via promissory notes, underscoring sponsor influence over liquidity and extensions.
• Controls and safeguards: Audit committee established with an identified financial expert; clawback policy adopted consistent with SEC/Nasdaq requirements, a positive control posture.
• Risk indicators:
  • Nasdaq deficiency notice regarding minimum public holders and risk of potential delisting—could impair market quality and increase governance stress during de-SPAC process.
  • Extensive reliance on sponsor extensions/loans and charter amendments to prolong the business combination window; strong insider incentives to avoid liquidation.

RED FLAGS

• Founder-share dependency: Fen Zhang’s founder shares and insider alignment create an inherent conflict of interest with public shareholders who may prefer redemption or disciplined deal selection.
• Insider influence on extension/redemptions: Capacity for insider purchases/non-redemption agreements to sway extension results and reduce public float.
• Sponsor-related payments and loans: Ongoing related-party administrative fees and sponsor-financed extensions/working capital loans increase sponsor leverage over strategic timelines.
• Listing deficiency: Nasdaq minimum public holders notice introduces capital markets risk that can affect investor confidence and de-SPAC execution.

Overall implication: Fen Zhang’s governance posture reflects sponsor-aligned ownership with no current committee oversight roles; independent committees and a clawback policy are positives, but founder-share incentives, insider extension mechanisms, and listing risks are notable governance concerns for investors.