Sam Van
About Sam Van
Independent director appointed August 12, 2025; age 47; MBA (Cornell Johnson) and BS in Finance (St. John’s). Former NYSE Director of International Listings and FINRA examiner; audit committee financial expert designated by PMI’s board. Will chair the Audit Committee and serve on Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRO Partners | Founder & CEO | May 2024 – Present | Advisory leadership; capital markets expertise |
| Freedom U.S. Markets (Freedom Holding Corp) | Head of Advisory Services & SVP | Sep 2022 – May 2024 | Grew advisory platform; U.S. market development |
| Deltec Investment Adviser Limited | President & Director | May 2017 – Sep 2022 | Strategic leadership; governance oversight |
| New York Stock Exchange (NYSE) | Director of International Listings; Senior Examiner | Various | Originated 60+ listings; regulatory examinations |
| FINRA | Examiner | Early career | Regulatory compliance and supervision |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reed’s Inc. | Director; Audit Committee Chair; Nominating Committee member | Oct 2024 – Present | Audit oversight; governance |
| Relm Insurance Limited (Bermuda) | Director | Jan 2019 – Present | Board governance; insurance sector exposure |
| Phoenix Motor, Inc. | Director | Jun 2022 – May 2024 | EV industry governance |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees. PMI will utilize NYSE American phase-in provisions and deems Sam independent; audit committee members must meet Rule 10A-3, and Sam is an “audit committee financial expert” .
- Controlled company status: Hunniwell will control ~54.8% voting power post-IPO; PMI intends to rely on controlled company governance exemptions, reducing mandatory independent oversight requirements. Governance charters are adopted for committees .
- Internal controls: PMI disclosed material weaknesses (segregation of duties; formal review processes; written policies; related-party controls). Remediation plan underway; audit committee oversight will be critical under Sam’s chairmanship .
- Related-party exposure: Multiple loans and note conversions with entities affiliated with director Richard Fang and Hunniwell; working-capital loans and reimbursements; convertible notes donated to foundations and converted at IPO. Audit Committee must police these conflicts and ensure arm’s-length terms .
Fixed Compensation
| Component | Status/Details |
|---|---|
| Annual cash retainer | Not disclosed; PMI stated director compensation to be determined post-IPO |
| Committee chair/member fees | Not disclosed |
| Meeting fees | Not disclosed |
Performance Compensation
| Element | Status/Details |
|---|---|
| Equity awards (RSUs/Options/DSUs) | Directors eligible under the Amended & Restated 2021 Equity Incentive Plan; specific grants to directors not disclosed |
| Performance metrics | Plan permits broad metrics (EPS, EBITDA, TSR, ROE/ROA, margins, revenue, cash flow, governance/ESG). No director-specific performance awards disclosed |
| Clawback | All awards subject to clawback per listing standards/Dodd-Frank |
| Change-of-control | Administrator may accelerate vesting, assume/cancel awards, or pay cash equivalents; 280G “best net” cutback applies |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict |
|---|---|---|
| Reed’s Inc. | Consumer beverages | No apparent overlap with PMI’s medtech operations |
| Relm Insurance Limited | Insurance | Generally non-overlapping; could influence risk transfer discussions |
| Phoenix Motor, Inc. | EV/industrial | No operational overlap with PMI |
Expertise & Qualifications
- Financial/regulatory mastery (NYSE listings, FINRA examiner) and capital markets leadership (Freedom Holding, Deltec). PMI board designated him an audit committee financial expert .
- Multi-industry board experience (consumer, insurance, EV) supports oversight breadth .
- Advanced education: MBA (Cornell Johnson), BS Finance (St. John’s) .
Equity Ownership
| Holder | Shares | % Outstanding |
|---|---|---|
| Sam Van | 0 (beneficial ownership) | 0.00% as of Sep 26, 2025 |
| Controlling stockholder (Hunniwell) | 39,618,919 | 54.8% post-IPO |
Governance Assessment
- Strengths:
- Audit Committee Chair with audit financial expert designation; strong regulatory/capital markets background supports oversight of internal control remediation .
- Committee participation across Compensation and Nominating enhances influence on pay and board composition .
- Concerns/RED FLAGS:
- Controlled company exemptions reduce independent checks on management; majority voting control by Hunniwell may limit minority investor influence .
- Material weaknesses in internal controls (including related-party transaction controls) heighten audit risk under Sam’s remit .
- Related-party financing history (loans/notes with affiliates) requires robust conflict-of-interest governance; ongoing monitoring by Audit/Nominating committees is essential .
- Minimal director share ownership alignment (0% beneficial ownership reported for directors/executives), reducing “skin-in-the-game” unless equity grants are implemented .
Overall, Sam Van brings credible audit and regulatory expertise as Audit Chair, which is timely given PMI’s control environment issues. However, the controlled-company structure, related-party financing history, and lack of disclosed director compensation/ownership warrant close investor attention to committee independence, conflict management, and progress on internal control remediation .