Maison Solutions Amends 10-K, Details Governance and Executive Pay

TL;DR

**Maison Solutions' 10-K/A reveals a tightly controlled company with key governance details finally disclosed, but John Xu's dominant voting power means minority shareholders are along for the ride.**

AI Summary

Maison Solutions Inc. (MSS) filed a Form 10-K/A on August 28, 2025, to include previously omitted information for Items 10 through 14 of Part III, which typically covers executive officers, directors, and corporate governance. The amendment clarifies that the company will not file a definitive proxy statement within 120 days of its fiscal year-end, necessitating this filing. Key changes include the amendment and restatement of Items 10-14, the removal of proxy statement incorporation by reference from the cover page, and the addition of new certifications (Exhibits 31.1 and 31.2) from the Principal Executive Officer and Principal Financial Officer. Furthermore, amended employment agreements for the CEO and CFO are included as Exhibits 10.29 and 10.30. The company reported 17,450,476 shares of Class A common stock and 2,240,000 shares of Class B common stock outstanding as of August 28, 2025. The filing details the composition of its five-member board, including three independent directors, and confirms its status as a 'Controlled Company' due to John Xu holding over 50% of the voting power. Non-employee directors Mark Willis, Bin Wang, and Dr. Xiaoxia Zhang each received $50,000 in cash compensation for the fiscal year ended April 30, 2025.

Why It Matters

This 10-K/A filing provides crucial transparency for investors by finally disclosing the full details of Maison Solutions' corporate governance, executive compensation, and related party transactions, which were previously omitted. For employees and customers, the stability and structure of the board, including the roles of John Xu as CEO and Chairman, and Xi (Jacob) Cao as COO, signal leadership continuity. The 'Controlled Company' status, with John Xu holding over 50% of voting power, means he can control key decisions, potentially impacting minority shareholder influence and competitive strategy. This level of control could be a double-edged sword, offering decisive leadership but also raising questions about independent oversight in a competitive market.

Risk Assessment

Risk Level: medium — The company is a 'Controlled Company' where John Xu holds over 50% of the voting power, allowing him to control the election of directors and other matters, which could limit independent oversight. While the board has three independent directors (Bin Wang, Mark Willis, Dr. Xiaoxia Zhang) and established audit, compensation, and nominating committees, the compensation committee met 0 times and approved 0 written consents during the fiscal year ended April 30, 2025, raising concerns about active oversight of executive pay.

Analyst Insight

Investors should scrutinize the implications of Maison Solutions' 'Controlled Company' status and John Xu's significant voting power, as this structure can impact corporate governance and minority shareholder rights. Pay close attention to future compensation committee activity, given its lack of meetings in the last fiscal year, and assess how the amended employment agreements for the CEO and CFO might influence future financial performance.

Executive Compensation

Key Numbers

• 17,450,476 — Class A Common Stock shares outstanding (as of August 28, 2025)
• 2,240,000 — Class B Common Stock shares outstanding (as of August 28, 2025)
• 50,000 — Annual cash retainer for non-employee directors (paid to Mark Willis, Bin Wang, and Dr. Xiaoxia Zhang for fiscal year ended April 30, 2025)
• 4 — Board meetings held (during the fiscal year ended April 30, 2025)
• 0 — Compensation Committee meetings held (during the fiscal year ended April 30, 2025)
• 50% — Voting power controlled by John Xu (qualifying Maison Solutions as a 'Controlled Company')

Key Players & Entities

• Maison Solutions Inc. (company) — registrant filing the 10-K/A
• John Xu (person) — President, CEO, Chairman of the Board, and controlling shareholder
• Alexandria M. Lopez (person) — Chief Financial Officer and Director
• Mark Willis (person) — Independent Director and Chair of the Compensation Committee
• Bin Wang (person) — Independent Director and Chair of the Audit Committee
• Dr. Xiaoxia Zhang (person) — Independent Director
• Xi (Jacob) Cao (person) — Chief Operating Officer
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq (regulator) — stock exchange where MSS is listed
• J&C International Group LLC (company) — cross-border investment firm where John Xu and Alexandria M. Lopez previously held leadership roles

FAQ

Industry Context

Maison Solutions Inc. operates within a dynamic business environment, as indicated by its focus on cross-border investment and real estate, areas often influenced by global economic conditions and regulatory shifts. The company's structure as a 'Controlled Company' suggests a concentrated ownership model, which can lead to faster decision-making but may also present governance considerations.

Regulatory Implications

The filing of a 10-K/A highlights the company's commitment to SEC disclosure requirements. The inclusion of new certifications from the Principal Executive and Financial Officers underscores adherence to Sarbanes-Oxley Act (SOX) compliance standards regarding financial reporting accuracy.

What Investors Should Do

1. Review amended employment agreements for CEO and CFO.
2. Assess board composition and independence.
3. Monitor director compensation trends.

Key Dates

• 2025-04-30: Fiscal Year End — Marks the end of the reporting period for which financial information is provided.
• 2025-01-25: Salary Increase Effective Date — Base salaries for CEO and CFO were increased, impacting compensation for the latter part of the fiscal year.
• 2025-02-21: Xi (Jacob) Cao appointed COO; Tao Han resigned — Change in key operational leadership during the fiscal year.
• 2025-08-28: Filing of Form 10-K/A — Amendment to include previously omitted Part III information, including updated executive employment agreements and certifications.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to the company's annual report, indicating updates or additions to previously disclosed information.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, a group, or another company, exempting it from certain corporate governance listing standards. (Maison Solutions Inc. qualifies as a Controlled Company due to John Xu's majority voting power, impacting its board composition and committee requirements.)

Named Executive Officers (NEOs)

The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is detailed in SEC filings. (The filing provides detailed compensation information for Maison Solutions' NEOs for the fiscal years 2025 and 2024.)

Director Service Agreements

Contracts outlining the terms of service, compensation, and indemnification for non-employee directors. (These agreements detail the $50,000 annual cash retainer for non-employee directors and other provisions.)

Year-Over-Year Comparison

This 10-K/A filing primarily addresses omissions from Part III of the original 10-K, including updated executive compensation details and employment agreements. Specific year-over-year financial metric comparisons (revenue, margins, etc.) are not directly available from this amendment, as it focuses on corporate governance and executive matters rather than comprehensive financial performance updates.

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value per share MSS The Nasdaq Stoc
• $50,000 — ors received an annual cash retainer of $50,000 paid quarterly in arrears. Directors wh
• $180,000 — ent, which increased his base salary to $180,000, effective January 25, 2025. (2) On A
• $120,000 — ent, which increased her base salary to $120,000, effective January 25, 2025. (3) Xi C
• $143,000 — is entitled to an annual base salary of $143,000. If Mr. Xu violates the terms of his em
• $106,000 — is entitled to an annual base salary of $106,000. If Ms. Lopez violates the terms of her

Filing Documents

• ea0254931-10ka1_maison.htm (10-K/A) — 203KB
• ea025493101ex31-1_maison.htm (EX-31.1) — 9KB
• ea025493101ex31-2_maison.htm (EX-31.2) — 9KB
• 0001213900-25-081819.txt ( ) — 467KB
• mss-20250430.xsd (EX-101.SCH) — 3KB
• mss-20250430_def.xml (EX-101.DEF) — 17KB
• mss-20250430_lab.xml (EX-101.LAB) — 36KB
• mss-20250430_pre.xml (EX-101.PRE) — 19KB
• ea0254931-10ka1_maison_htm.xml (XML) — 8KB

Executive Compensation

Executive Compensation 5 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 8 Item 13. Certain Relationships and Related Transactions, and Director Independence 9 Item 14. Principal Accountant Fees and Services 11 PART IV Item 15. Exhibits and Financial Statement Schedules 12 Item 16. Form 10-K Summary 14 i PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors Set forth below is information concerning our current executive officers and directors. Name Age Position(s) John Xu 48 President and Chief Executive Officer and Chairman of the Board Alexandria M. Lopez 40 Chief Financial Officer and Director Mark Willis 68 Director Bin Wang 67 Director Dr. Xiaoxia Zhang 55 Director Xi (Jacob) Cao 38 Chief Operating Officer There are no family relationships between our executive officers and members of our Board. Backgrounds of Current Executive Officers and Directors Set forth below is information concerning our current executive officers and directors identified above. John Xu has served as Director, President and Chief Executive Officer of the Company since 2019. Mr. Xu has served as Director and President of J&C International Group LLC, a cross-border investment firm since 2013. From 2009 to 2020, Mr. Xu also served as Director and President of Ideal City Realty, LLC, a real estate investment firm. Mr. Xu has extensive experience in business operations, investment and strategic management and retail enterprises, with a keen market sense and deep understanding of cross-border investment environment. We believe Mr. Xu's qualifications to serve on our board of directors include his perspective and experience building and leading our Company as the founder and Chief Executive Officer and his extensive experience in business, strategic development and implementation. Alexandria M. Lopez has served as a member of our board of directors and has been the Chief Financial Officer of the Company since 2019. Ms. Lopez previously served as Chief Financial Officer and Vice President of J&C International Group LLC, a position she has held from 2014 to 2023. Ms. Lopez has over 10 years of financial and accounting experience. Ms. Lopez received a B.A. in Accounting from the University of Phoenix.

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION Director Compensation The following table sets forth information concerning the compensation of each person who served as a non-employee director of the Company during the year ended April 30, 2025. Name Fees Earned or Paid in Cash ($) All Other Compensation ($) Total ($) Mark Willis 50,000 50,000 Bin Wang 50,000 50,000 Dr. Xiaoxia Zhang 50,000 50,000 Director Service Agreements In connection with the election as our directors, each of our current non-employee directors (including the independent directors) has entered into a standard director service agreement (the "Director Service Agreements") with us, pursuant to which (a) such director will be entitled to annual cash retainers and/or equity incentive plans (which have yet to be established), (b) we agreed to indemnify our directors to the fullest extent authorized in our governing documents and applicable law, and such indemnity only applies if the director acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, we had no reasonable cause to believe that the director's conduct was unlawful; and (c) the directorship term will expire at the next annual stockholders meeting, subject to earlier extraordinary events. Pursuant to the Director Service Agreements, our current non-employee directors received an annual cash retainer of $50,000 paid quarterly in arrears. Directors who are employees of our Company do not receive additional compensation for service as members of either our Board or its committees.

Executive Compensation

Executive Compensation This section discusses the material components of the executive compensation program for our executive officers who are named in the section titled "Summary Compensation Table" below. The table summarizes the compensation paid to our principal executive officer and each of our other named executive officers determined under 402(m)(2) of Regulation S-K during 2025 and 2024. We refer to these individuals as our "named executive officers." In fiscal years ended April 30, 2025 and 2024, our named executive officers and their positions were as follows: John Xu, our President and Chief Executive Officer; Alexandria M. Lopez, our Chief Financial Officer; Xi (Jacob) Cao, our Chief Operating Officer; and Tao Han, our Former Chief Operating Officer. 5 Summary Compensation Table The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other named executive officers during the last two fiscal years. Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Nonequity incentive plan compensation ($) Nonequity incentive plan compensation ($) All other compensation ($) Total ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) John Xu, 2025 180,000 (1) - - - - - - 180,000 President and Chief Executive Officer 2024 143,000 - - - - - - 143,000 Alexandria M. Lopez, 2025 120,000 (2) - - - - - - 120,000 Chief Financial Officer 2024 106,000 - - - - - - 106,000 Xi (Jacob) Cao (3) 2025 96,000 - - - - - - 96,000 Chief Operating Officer - - - - - - - - - Tao Han (4) 2025 86,400 - - - - - - 86,400 Former Chief Operating Officer 2024 86,400 - - - - - - 86,400 (1) On August 28, 2025, Mr. Xu entered into an amendment to his employment agreement, which increased his base salary to $180,000, effective January 25, 2025. (2) On August 28, 2025, Ms. Lopez ente

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View this 10-K/A filing on SEC EDGAR