Jana Schwan

About Jana Schwan

Jana M. Schwan (age 49) is Chief Executive Officer and Secretary of Yunhong Green CTI Ltd. (Nasdaq: YHGJ). She became CEO in November 2024 and has served in progressively senior roles since joining the company in September 2002, including VP of Operations (2017) and Chief Operating Officer (2020), with responsibility spanning Sales, Marketing, Business Development, and Operations . As of July 24, 2025, she also serves on the Board of Directors; the company’s governance structure features Yubao Li as Chairman and Philip Wong as Lead Independent Director . YHGJ faced Nasdaq minimum bid price non-compliance in 2024–2025 and pursued a 1-for-10 reverse split to support continued listing (stock closed at $0.73 on July 3, 2025), contextualizing near-term performance priorities and equity incentive triggers .

Past Roles

Fixed Compensation

• Current base salary per employment agreement: $275,000/year; eligible performance-based bonus up to $250,000 (not guaranteed) .
• Severance without cause: 12 months salary and health insurance benefits .

Multi-year compensation (as reported in the Summary Compensation Table):

Performance Compensation

Short-term incentives (cash):

• Annual performance bonus opportunity: up to $250,000 under employment agreement; not guaranteed .
• Legacy company-wide incentive plan was under review to be replaced; participation caps and profit thresholds described, but no new plan adopted as of the 2025 proxy .

Long-term equity incentives (2024 CEO inducement grant):

• Grant: 250,000 restricted shares; 25,000 vested over 30 days; 225,000 performance-based tranches .
• As of 12/31/2024, 222,750 performance shares remained unvested for Schwan (indicative that most tranches were still outstanding) .

Vesting conditions and triggers (each tranche 56,250 shares unless noted) :

Notes:

• Weightings were not disclosed; payouts depend on discrete triggers assessed by the Compensation Committee .
• Separate performance-based cash bonus up to $250,000 may be paid per employment agreement (no payouts disclosed) .

Equity Ownership & Alignment

Implications:

• The majority of potential equity is performance-contingent, creating event-driven vesting (EBITDA, stock price, refinancing, tenure) that can influence timing of insider selling pressure upon trigger satisfaction .
• Proxy materials do not disclose pledging/hedging policies or any pledging by Schwan; no such disclosures were found in the cited sections .

Employment Terms

Board Governance (Director Service, Committees, Independence)

• Board service: Appointed to the Board on April 25, 2025; stands for annual election (approved Aug 22, 2025) .
• Officer/Director dual role: CEO and Director; Secretary as of July 28, 2025. Chair role is separate (Yubao Li is Chairman), and Philip Wong is Lead Independent Director, mitigating some concentration risk .
• Independence: Board determined Bryant, Roberts, Wong are independent; Schwan, as CEO, is not independent .
• Committees: Audit (Wong Chair; Bryant, Roberts members), Compensation (Roberts Chair; Bryant, Wong), Nominating & Governance (Roberts Chair; Bryant, Wong). All committee members independent; Schwan is not on committees .
• Attendance: Board met 5 times in 2024; each director then in office attended at least 75% .

Director compensation (context for 2024):

Related Party, Risk Indicators, and Context

• Related party transaction: John H. Schwan (Jana’s father) held a subordinated note—approx. $1.3 million balance including accrued interest as of 12/31/2023. $1.0 million was repaid in January 2024; remainder to be paid later .
• Listing/compliance risk: Nasdaq minimum bid price deficiency; company pursued a 1-for-10 reverse split to support compliance; stock was $0.73 on July 3, 2025 .
• Strategic alternatives: Consulting agreement signed on July 4, 2025 to assess revenue options, cost reductions, M&A, and value-creation strategies .
• Leadership transitions: Former CEO/Director Frank Cesario resigned; Schwan appointed director (April 25, 2025). Sree Kommana appointed PFO for filings (July 8, 2025) .
• Ownership concentration: Chairman Yubao Li beneficially owns ~43.6% of outstanding shares as of July 23, 2025, indicating significant control environment for governance and compensation oversight .

Compensation Structure Analysis

• Mix shift to performance equity: Schwan’s 2024 inducement grant is heavily performance-based with discrete triggers (TTM EBITDA threshold, share price, refinancing, service), increasing at-risk pay tied to operational and market outcomes .
• Cash vs equity: 2024 saw higher recognized equity expense vs 2023 (ASC 718: $48,657 vs $14,000) while salary rose modestly ($239,500 vs $225,166), indicating a tilt toward equity-linked compensation .
• Metric design: Conditions include both internal (EBITDA, refinancing) and external (share price) metrics. No TSR percentile framework is disclosed; no explicit ESG metrics noted .
• Severance economics: 12 months base salary + health benefits for termination without cause—modest relative to market for CEOs, which may limit “golden parachute” risk but could elevate retention risk in a strategic review context .

Equity Ownership & Alignment (Detail)

Employment Terms (Detail)

Investment Implications

• Alignment and triggers: The concentrated performance equity (EBITDA ≥ $0.7M TTM from 2026; $3 stock price for 10 days; refinancing; service) heightens event risks and potential insider supply upon vesting; any operational turnaround or financing milestones could catalyze vesting and subsequent selling pressure .
• Retention dynamics: Severance is modest (12 months), and with strategic alternatives underway, retention risk exists if milestones appear uncertain, though service-vesting and potential upside via performance shares provide offsetting incentives .
• Governance checks: Independent committees and a separate Chair/Lead Independent structure limit CEO-chair entrenchment risks; however, significant control by the Chairman (~43.6%) and a related-party loan to Schwan’s father (partially repaid) warrant ongoing governance scrutiny .
• Trading signals: The reverse split and prior bid price deficiency underscore sensitivity to price-based triggers in Schwan’s award; monitor for announcements on EBITDA progression, refinancing milestones, and stock-price thresholds that could unlock large tranches of equity .