Jie Sheng
QLGNAbout Jie Sheng
Jie (Jay) Sheng, age 42, was appointed to Qualigen Therapeutics’ Board in October 2025 in connection with a financing led by Faraday Future; he serves as Audit Committee Chair and sits on the Compensation and Nominating & Corporate Governance Committees . He is Head of Operations & Finance Director at FF Global Partners LLC (since June 2022) and previously served as Deputy Managing Director of China Aviation Fuel (Europe) Limited from October 2018 to June 2022 . Lead Investor governance terms require Investor Designees (including Sheng) to meet exchange independence rules and be appointed to all three key board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Aviation Fuel (Europe) Limited | Deputy Managing Director | Oct 2018 – Jun 2022 | Senior operational/finance leadership at a subsidiary of CAO (SGX-listed), majority-owned by CNAF |
| FF Global Partners LLC | Head of Operations & Finance Director | Jun 2022 – present | Operational and finance leadership; affiliated with Faraday Future ecosystem |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faraday Future Intelligent Electric Inc. | Board Member | Current (as of Oct 2025) | Board-level oversight at lead investor; shared ecosystem ties with QLGN |
Board Governance
| Committee | Role | Start Date | Notes |
|---|---|---|---|
| Audit Committee | Chair | Oct 2025 | Appointed Chairman; oversees auditor changes and financial reporting |
| Compensation Committee | Member | Oct 2025 | Investor Designees to be members per governance agreement |
| Nominating & Corporate Governance Committee | Member | Oct 2025 | Investor Designees to be members per governance agreement |
- Independence status: Investor Designees (including Sheng) must meet Trading Market independence requirements .
- Auditor transition and interlock: Audit Committee approved engagement of Macias Gini & O’Connell LLP (MGO) as the new independent registered public accounting firm; MGO is also the auditor of Faraday Future, creating a potential auditor interlock .
- Board structure and control: Lead Investor holds rights to designate directors proportional to ownership, including appointing the chair, and to place designees on all key committees; board size changes and vacancy-filling processes are controlled by Lead Investor arrangements .
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Cash/Retainer | Not disclosed | Company stated “There are no compensation arrangements, plans, or agreements” entered into between the Company and the newly appointed Board members at appointment |
| Committee Chair Fees | Not disclosed | Not specified in filings reviewed |
| Meeting Fees | Not disclosed | Not specified in filings reviewed |
| Non-Employee Director Aggregate Cap | $750,000 (cash + grant-date fair value per fiscal year) | Cap under the 2025 Equity Incentive Plan for any Non-Employee Director |
Performance Compensation
| Award Type | Key Terms | Source |
|---|---|---|
| Options (ISO/NQ) | Committee may grant; may accelerate exercisability; subject to plan limits | |
| Stock Appreciation Rights (SARs) | Free-Standing or Tandem SARs; cash or stock settlement | |
| Stock Awards (Restricted Stock/RSUs/Other Stock Awards) | Subject to Restriction Period; may include performance conditions | |
| Performance Awards | Cash/stock awards contingent on performance measures | |
| Shares Available | 531,827 shares under Plan (subject to adjustment); annual increase each Jan 1 equal to lesser of 10% of prior-year outstanding shares or Board-determined amount, through 2046 | |
| Alternative Share Pool Description | Summary also states pool equals 20% of shares outstanding post-offering; evergreen 10% annually through 2046 |
Performance Metrics permitted under Plan (examples; Committee-defined): Fair Market Value targets; total shareholder return; EPS; ROE/ROA; EBITDA and EBITDA margin; operating income; revenues; operating expenses and cost goals; market share; cash flow/free cash flow; gross profit/margin; net cash from operations; price-to-earnings growth; strategic criteria (market penetration, customer acquisition, business expansion, quality metrics, completion of financings/transactions) .
- Note: No individual grant dates, share counts, vesting schedules, or option strike prices were disclosed for Sheng in the reviewed filings .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Note |
|---|---|---|
| Faraday Future Intelligent Electric Inc. | Sheng is a current board member | Lead Investor controls QLGN governance; auditor MGO serves both companies; potential influence channels |
| Lead Investor Agreement (Faraday Future) | Governance rights | Investor Designees appointed to all committees; Lead Investor can expand board to seat non-elected designees; chair designation rights; crypto-focused treasury policy oversight |
Expertise & Qualifications
- Operations and finance leadership in complex, cross-border organizations (China Aviation Fuel Europe; FF Global Partners) .
- Board experience at Faraday Future, aligning with technology and capital markets initiatives .
- Investor Designee status requiring exchange independence .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | As of |
|---|---|---|---|
| Jie Sheng | Not quantified in proxy table (“-”) | Less than 1% (“*”) | Sep 22, 2025 |
- Shares outstanding figures disclosed in proxy are inconsistent: 2,659,133 shares used for percentage calculations, while a separate note states 1,695,450 shares outstanding as of Sep 22, 2025 .
Governance Assessment
-
Strengths:
- Audit Committee leadership during auditor transition suggests active financial oversight .
- Formal independence requirement for Investor Designees under exchange rules .
- Comprehensive equity plan with performance-based metrics (including TSR, EBITDA, revenue) enabling alignment potential .
-
Risks and RED FLAGS:
- Concentrated governance rights: Lead Investor can designate a majority of board seats, appoint the chair, expand the board to seat non-elected designees, and place designees on all key committees—reducing minority shareholder influence .
- Corporate opportunity waiver for Investor Designees: “no obligation to present” opportunities learned via Lead Investor roles—creates potential conflicts with fiduciary expectations .
- Auditor interlock: MGO serves as QLGN’s auditor and also audits Faraday Future; independence and perceived conflicts merit scrutiny .
- Treasury reserve policy centered on cryptocurrencies with Lead Investor oversight—introduces non-traditional financial risk and governance complexity .
- Compensation disclosure gap: At appointment, no director compensation arrangements were entered, and the proxy lacks a director-specific fee schedule (retainers/chair fees/meeting fees), limiting pay transparency .
- Proxy disclosure inconsistency on shares outstanding (1.695M vs 2.659M basis) undermines confidence in ownership reporting .
-
Implications:
- Board effectiveness may be constrained by Lead Investor control and committee saturation with designees, potentially affecting independence in audit, compensation, and nom-gov decisions .
- Investors should monitor future filings for director compensation terms, equity grant specifics to Sheng, ownership changes, Form 4 activity, and auditor independence safeguards (e.g., audit committee oversight of non-audit services) .
- Name change and strategic pivot to AI × Web3 (AIxCrypto Holdings, Inc.) amplify execution and governance risks; governance safeguards and independent oversight will be critical .