Yongmei (May) Huang
About Yongmei (May) Huang
Independent director since May 2024 (age 51). Audit-focused background with two decades across Deloitte, KPMG, and multiple audit/finance roles; currently Audit Partner at TPS Thayer (since 2024). Education: Master of Business in Fashion (Rutgers University) and B.S. in Accounting (Metropolitan State University, Colorado) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Financial Statement Audit Manager / IT Audit Manager / Program Manager | 2001–2017 | Big Four audit across financial reporting and IT controls |
| KPMG International | Associate Director | 2017–2018 | Global audit/assurance exposure |
| Institute of Management Accountants | Global Education Product Manager | 2018–2019 | Professional standards/education |
| Friedman LLP | Senior Manager, IT Audit GRC | 2019–2020 | Governance, risk, and compliance |
| Taiho Oncology, Inc. | Senior Manager, Accounting | 2020–2021 | Corporate accounting |
| King & Wood Mallesons LLP | Controller, Accounting | 2021–2022 | Law firm finance leadership |
| WWC, P.C. | Audit Partner | 2022–2024 | Audit leadership; public company clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPS Thayer | Audit Partner | 2024–present | Public company audit practice |
| Other public company boards | — | — | None disclosed |
Board Governance
- Independence: Board determined Huang is independent under Nasdaq and SEC rules (three independent directors: Yu, Huang, Young) .
- Committees and roles (current): Audit Committee member; Compensation and Management Resources Committee chair; Nominating & Corporate Governance Committee member .
- Attendance: Board held 12 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings; independent directors hold executive sessions without management .
- Leadership structure: CEO serves as Chair; no Lead Independent Director; Board cites active independent director involvement and annual Chair appointment by non-management directors .
- Risk oversight: Audit oversees financial/cyber risks; Compensation oversees incentive risk; Nominating oversees governance effectiveness .
- Hedging/pledging: Directors prohibited from hedging, margin, or pledging company stock (enhances alignment) .
Committee Assignments
| Committee | Role |
|---|---|
| Audit | Member |
| Compensation and Management Resources | Chair |
| Nominating & Corporate Governance | Member |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $14,384 | Partial year since appointment in May 2024 |
| Stock Awards (2024) | $2,160 | Separate from option awards |
| Option Awards (grant-date value) | — | Options granted; see details below (no $ value reported in table) |
| Annual non-employee director cash retainer (program) | $40,000 | Board-wide program |
| Audit Chair additional retainer (program) | $10,000 | Applies to Audit Chair (Huang is Compensation Chair) |
Performance Compensation
- Equity (time-based): In 2024, Huang received stock options to purchase 60,000 shares; vest 25% annually over 4 years; strike price $0.34; 10-year term (grant date-specific expiry not separately disclosed for directors) .
- Plan mechanics: 2021 Omnibus Equity Incentive Plan permits options, RSUs, PSUs, SARs; includes potential change-in-control accelerated vesting at Compensation Committee discretion .
- Performance metrics: No director-specific performance metrics (e.g., TSR, EBITDA) disclosed for annual director equity grants in 2024 .
2024 Director Equity Award Details
| Grant Type | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Stock Options | 60,000 | $0.34 per share | 25% on each of 1st–4th anniversaries | 10 years from grant date |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Overlap/Interlock Risk |
|---|---|---|---|
| Public company boards | — | — | None disclosed |
Expertise & Qualifications
- Audit and internal controls: Extensive Big Four and partner-level audit experience; regulatory compliance expertise relevant to EV sector .
- Education: Master of Business in Fashion (Rutgers), B.S. Accounting (Metropolitan State University) .
- Governance: Experience across audit, GRC, and accounting roles supports Audit and Compensation committee work .
Equity Ownership
| Item | Status |
|---|---|
| Total beneficial ownership (SEC definition) | Not reported; no shares/options shown for Huang in beneficial ownership table (options exercisable within 60 days are included; none reported for Huang) |
| % of shares outstanding | Not disclosed for Huang; table indicates values for other holders; Huang line shows dashes |
| Shares pledged as collateral | Prohibited by policy |
| Ownership guidelines for directors | Not disclosed |
Governance Assessment
- Strengths
- Independent director with deep audit background; chairs Compensation Committee—positive for pay oversight rigor .
- Board held 12 meetings; all directors met attendance thresholds; independent executive sessions held—supports engagement .
- Hedging/pledging ban—aligns director incentives with shareholders .
- Watch items / RED FLAGS
- Concentrated control: Affiliates EdisonFuture and PACT collectively beneficially own ~38.1% of shares; CEO personally beneficially owns ~28.1% (including options), potentially constraining independent oversight .
- No Lead Independent Director while CEO is Chair—elevates governance risk in a controlled structure .
- Related-party transactions with SPI Energy entities: multiple loans (12% interest), services billed, and a guaranty (later released) to Streeterville—persistent RPTs require vigilant Audit Committee oversight .
- Equity plan amendment to increase share pool to 20% of fully diluted—signals ongoing equity issuance and potential dilution; requires Compensation Committee discipline .
- Section 16 compliance: Company noted untimely insider filings in 2024—process weakness in reporting controls .
- Reverse stock split authorization to maintain Nasdaq listing—market risk indicator that may affect investor confidence near-term .
Implication: Huang’s audit pedigree and committee leadership are positives for board effectiveness; however, high insider/affiliate ownership, chair/CEO duality, RPT exposure, and capital structure stress (reverse split) raise governance risk. Close monitoring of Compensation Committee decisions (mix, dilution, performance link) and Audit Committee’s handling of RPTs is warranted .