Yucan Zhang

About Yucan Zhang

Yucan Zhang, age 30, has served as an independent director of Rising Dragon Acquisition Corp. (RDAC) since March 2, 2025. He is PMP-certified with over seven years’ project management and full‑stack development experience, and holds a B.Eng. in Mechanical Engineering from Memorial University of Newfoundland (2017) .

Past Roles

External Roles

• No other public company board roles are disclosed for Mr. Zhang in RDAC’s proxy/bio section .

Board Governance

• Independence: RDAC identifies Zhang as an independent director under Nasdaq standards; all three independents (Zhang, Kun‑Lin Liu, Chengming Dou) hold independent-only sessions periodically .
• Committee assignments:
  • Audit Committee – Member; all three members are independent; each is financially literate .
  • Compensation Committee – Member and Chair; charter empowers use of independent advisors and outlines CEO/exec pay oversight .
  • Nominating Committee – Member; all three members are independent; oversees director nominations .
• Appointment date: March 2, 2025 (appointed concurrently to the audit, nominating, and compensation committees, and as compensation chair) .

Fixed Compensation

• Pre-business combination: RDAC pays no compensation to initial shareholders, officers or directors prior to or in connection with its initial business combination; only reimbursement of out‑of‑pocket expenses is permitted and reviewed quarterly by independent directors .
• Post-business combination: Any ongoing executive/director compensation will be determined by the post-combination board/independent committee; amounts are not known or disclosed in the proxy .

Performance Compensation

• No equity, options, or performance-based awards for directors are disclosed prior to the business combination. Any equity plans would be administered post-combination per the compensation committee charter; no metrics or grant details are disclosed at RDAC stage .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Mr. Zhang .
• Interlocks/Related roles: None disclosed for Mr. Zhang; RDAC notes general SPAC-related conflicts involving the sponsor and controlling parties, but Zhang is not shown as a sponsor holder .

Expertise & Qualifications

• PMP-certified project manager with full‑stack engineering background .
• Financial literacy sufficient for audit committee service; the audit committee meets Nasdaq/SEC independence and literacy requirements .
• Compensation governance: Chairs the compensation committee; charter covers CEO goal-setting, pay approval, incentive plans, and advisor independence assessments .

Equity Ownership

Insider Filings

Governance Assessment

• Strengths
  • Independent director with no beneficial holdings, reducing direct financial conflicts at RDAC stage .
  • Chairs compensation committee with a charter emphasizing independence of advisors and comprehensive pay oversight .
  • Serves on all three key governance committees (audit, compensation, nominating), enhancing board coverage and accountability .
• Watch items / Red flags
  • Controlled company risk post‑business combination: PubCo intends to rely on Nasdaq “controlled company” exemptions; a single holder expected to control 80–83% of voting power, potentially reducing independent oversight and minority protections .
  • SPAC structural conflicts: Sponsor economics and founder shares create misaligned incentives to complete a deal; RDAC discloses these conflicts broadly at the board/sponsor level though Zhang personally holds no shares .
  • New board tenure: Appointed March 2025; the board overall has limited tenure, which can constrain institutional memory pre‑deSPAC .

Notes:

• Attendance rates, director retainers/fees, equity grant sizes, ownership guidelines, clawbacks, and say‑on‑pay results are not disclosed in RDAC’s proxy at the SPAC stage; RDAC states directors receive no compensation prior to business combination and that post‑combination compensation will be determined by the new board .