Yang Cao
About Yang Cao
Yang Cao (age 32) has served as an independent director of Planet Green Holdings Corp. since March 2020. She is a commercial lawyer with prior in‑house and compliance experience, holding an LL.B. from Hankou College and an LL.M. from Central China Normal University . She is currently the Chair of the Nominating & Corporate Governance Committee and a member of the Audit and Compensation Committees; the Board has affirmatively determined she is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Planet Green Holdings Corp. | Director (Independent) | Since Mar 2020 | Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation |
| Xianning High‑Tech Industrial Zone (municipal authority) | Legal Counsel | Nov 2016 – Nov 2019 | Government advisory on infrastructure/resources to high‑tech firms |
| Qingdao Inter‑Credit Group Wuhan Branch | Compliance Officer | Oct 2015 – Nov 2016 | Business consulting compliance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hubei Zhonghe Law Office | Commercial Attorney | Ongoing (current) | Legal practice (commercial law) |
| Other public company boards | — | — | No other public company directorships disclosed for Ms. Cao in the proxy |
Board Governance
- Board structure: 5 directors elected annually (one class); current slate includes Yang Cao .
- Independence: Board determined all Audit and Compensation Committee members are independent; no material relationships for directors .
- Committees and roles:
- Audit Committee: Members—King Fai Leung (Chair, financial expert), Yang Cao, Luojie Pu; 4 meetings in FY2024 .
- Compensation Committee: Members—Luojie Pu (Chair), King Fai Leung, Yang Cao; 1 meeting in FY2024 .
- Nominating & Corporate Governance Committee: Members—Yang Cao (Chair), Luojie Pu, King Fai Leung; 1 meeting in FY2024 .
- Board activity & attendance: Board held 12 meetings in FY2024; each current director attended ≥75% of Board and applicable committee meetings .
- Leadership structure: CEO also serves as Board Chair; no Lead Independent Director .
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash compensation | $24,000 | $24,000 |
| Equity awards (grant date fair value) | $0 | $0 |
| Option awards (grant date fair value) | $0 | $0 |
| Other cash/perquisites | $0 | $0 |
- Contract reference: The Board appointed Yang Cao as Director in March 2020; the company is obligated to pay $24,000 per year under her agreement .
Performance Compensation
| Instrument/Metric | Grant(s) | Vesting/Performance Conditions | Notes |
|---|---|---|---|
| RSUs/PSUs | None disclosed for FY2023–FY2024 (Stock Awards $0) | — | No director equity grants reported in FY2023–FY2024 |
| Stock options | None disclosed for FY2023–FY2024 (Option Awards $0) | — | — |
- Equity plan availability: The 2025 Equity Incentive Plan (7,000,000 shares) was approved; directors are eligible participants, enabling potential future equity grants .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Yang Cao | None disclosed in proxy | — | Board determined no material relationships; no Item 404 relationships for Compensation Committee members |
Expertise & Qualifications
- Legal and compliance: Commercial attorney; prior roles in legal counsel to a government high‑tech zone and corporate compliance—relevant for governance, regulatory oversight, and related‑party review .
- Committee alignment: Chairs Nominating & Corporate Governance; serves on Audit and Compensation—consistent with her compliance/legal background; not designated as the audit committee financial expert (that role is held by King Fai Leung) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Yang Cao | Not reported (—) | — | Beneficial ownership table shows no reported holdings for Ms. Cao; outstanding shares at record date: 7,282,714 |
| Policies | Anti‑hedging/short sales prohibited | — | Insider Trading Policy prohibits hedging/shorting by directors |
Say‑on‑Pay & Shareholder Support Signals
- Director election support: Yang Cao received 4,596,112 votes “For” and 823 “Withheld” at the Aug 29, 2025 annual meeting .
- Say‑on‑Pay approval: 4,595,440 For; 1,335 Against; 160 Abstain—indicating strong shareholder support for compensation practices .
Related‑Party Transactions & Conflicts
- Policy: Audit Committee reviews and must ratify transactions ≥$120,000 involving related persons; directors with an interest recuse .
- Disclosure: Board states none of the Compensation Committee members (including Yang Cao) had relationships requiring disclosure under Item 404 of Regulation S‑K .
- Independence: Board concluded directors (and nominees) have no material relationship with the company .
Governance Assessment
-
Strengths
- Independent status; service across key committees, including as Nominating & Governance Chair .
- Documented related‑party review process; Board asserts no Item 404 relationships for comp committee; independence affirmed .
- Attendance at or above 75% threshold; Board and committees met during the year .
- Strong shareholder support in 2025 director elections and Say‑on‑Pay .
-
Concerns / RED FLAGS
- No reported share ownership for Ms. Cao—limited “skin‑in‑the‑game” alignment for an independent director .
- Combined CEO/Chair and no Lead Independent Director—elevated governance risk in board oversight structure .
- Low meeting cadence for Compensation (1) and Nominating & Governance (1) in FY2024—may indicate limited committee engagement relative to best practices .
- Significant authorized share increase approved (potential dilution risk, though shareholder‑approved); requires careful board oversight on capital allocation .
-
Neutral/Context
- Clawback policy adopted Nov 28, 2023 (executive‑focused) and anti‑hedging policy apply; positive controls framework .
- Equity plan now authorized; potential to improve director alignment if used for director compensation in future .
Notes on Data Gaps
- No director‑specific equity ownership guidelines or pledging disclosures were identified in the proxy beyond the general anti‑hedging/short sales prohibition .
- No Form 4 insider trading activity was reviewed in this analysis; proxy did not disclose director stock transactions .