Matt Zhang

About Matt Zhang

Matt Zhang (age 40) is the Founder and Managing Partner of Hivemind, a Web3 and blockchain-focused investment firm (founded November 2021), and is designated to become Director and Chairman of the Board of AGRI upon the closing of the PIPE transaction; he previously served as Citi’s global Head of Structured Products Trading (2007–2021) and founded Citi’s SPRINT venture effort and was a founding partner of the Citi Impact Fund . He holds an MST in Real Estate (University of Cambridge) and a BS in Economics (London School of Economics), and is a CFA and CAIA charterholder . His appointment is contingent on PIPE closing; until then, current nominees continue to serve .

Past Roles

External Roles

Board Governance

• Role and tenure: Designated to become Director and Chairman of the Board upon closing of the PIPE; appointment only occurs if/when the PIPE closes .
• Committee structure: Board and committee membership will be reconstituted upon PIPE closing; three standing committees (Audit, Compensation, N&CG) will be composed of the New Director Designees; specific assignments not disclosed as of the proxy date .
• Independence: Proxy explains NASDAQ independence criteria and names current independent directors, but does not state independence determinations for the New Director Designees; determination TBD after appointment .
• Attendance: No director-specific attendance rates disclosed; in 2024 the Audit Committee met 4 times, Compensation Committee 4 times, and N&CG Committee 1 time .
• Governance change risk: Upon PIPE closing, all current directors other than Amy Griffith will resign and new designees (including Zhang as Chair) will be appointed; Nasdaq guidance notes potential change-of-control considerations even if no investor exceeds 19.99% immediately post-transaction .

2024 Committee Meeting Frequency

Fixed Compensation

• Current non-employee director program (pre-PIPE): $65,000 annual cash retainer; additional annual cash fees by role; fees paid quarterly in arrears .
• Program may be reevaluated following PIPE closing to reflect post-transaction operations and market standards .

Note: Zhang is designated “Chairman of the Board” post-PIPE; the proxy does not specify whether AGRI’s “Executive Chair” fee applies to a non-executive Chair—compensation terms for the new Board may change upon reevaluation .

Performance Compensation

• Equity form: Directors receive equity incentive awards in the form of RSUs (not options), typically as annual grants at committee discretion; no standard onboarding grant .
• Vesting: RSUs for non-employee directors are immediately vested and settled on grant date; no RSUs outstanding for non-employee directors as of 12/31/2024 .
• Performance linkage: No PSU metrics or performance conditions are described for director equity; awards are time/instant-vest RSUs intended for alignment, not pay-for-performance .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Zhang in the proxy biography .
• Interlocks/related roles: AGRI entered a 10-year Asset Management Agreement with Hivemind Capital Partners, LLC (effective at PIPE closing) to manage PIPE proceeds and other assets; 1.25% annual management fee on account size, paid quarterly in advance, plus expense reimbursement; termination and renewal provisions disclosed .
• Change-of-control context: PIPE will issue an estimated 112 million shares (based on illustrative AVAX token value), massively diluting pre-PIPE base; Nasdaq 5635(a)/(d) approvals sought; Nasdaq 5635(b) change-of-control consideration noted even without a single 20% holder .

Expertise & Qualifications

• Capital markets/structured products: 14 years at Citi culminating as global Head of Structured Products Trading .
• Digital assets/fintech: Founder/MP of Hivemind (Web3/blockchain focus) .
• Credentials: MST (Cambridge), BS Econ (LSE), CFA, CAIA .

Equity Ownership

• Beneficial ownership: The beneficial ownership table as of Sep 19, 2025 lists current directors and officers; Zhang (a New Director Designee) is not listed, and no beneficial ownership for him is disclosed as of that date .
• Shares outstanding at record date: 2,501,341 common shares (pre-PIPE) .

Governance Assessment

• Strengths

  • Seasoned risk and markets operator with deep structured products background and digital asset expertise; could enhance oversight of AGRI’s planned digital asset strategy .
  • Board will maintain standard committee architecture (Audit, Compensation, N&CG) with independent charters; committee independence requirements described and historically met by pre-PIPE board; meeting cadence disclosed .

• Risks and RED FLAGS

  • Related-party conflict: AGRI’s 10-year Asset Management Agreement with Hivemind (founded/led by Zhang) to manage PIPE proceeds is a significant conflict risk (fee-bearing external mandate with long term and renewal mechanics) and warrants strong recusal protocols, independent committee oversight, and enhanced disclosure; this is a material governance red flag for an incoming Chairman .
  • Potential change-of-control optics: Massive issuance from PIPE (estimated 112 million shares) and the simultaneous board turnover (all current directors except one resign at closing) could be perceived as an effective change in control, which Nasdaq itself flags as a possibility; this raises investor confidence risk around board independence and accountability .
  • Independence status not disclosed: The proxy does not state whether Zhang will be deemed independent under NASDAQ rules post-appointment; the Hivemind arrangement may impair independence depending on payments and relationships, requiring explicit board determinations and public disclosure .
  • Director equity lacks performance linkage: RSUs vest immediately with no performance metrics; if continued post-PIPE, equity awards may provide limited pay-for-performance alignment for directors .

• Monitoring items for investors

  • Final committee assignments (especially Audit and Compensation) and whether Zhang serves on or recuses from committees overseeing the Hivemind agreement .
  • Independence determinations for Zhang and any mitigation structures (e.g., related-party transaction policy enforcement, special committee oversight, recusal records) .
  • Any revisions to director compensation structure post-PIPE, including Chair fees and equity mix, and whether awards remain immediate-vest RSUs or shift toward deferral/holding requirements .
  • Disclosure of beneficial ownership and any share pledging/hedging prohibitions applicable to new directors .

Summary: Zhang brings relevant capital markets and digital asset expertise but the concurrent Hivemind asset management mandate introduces a pronounced conflict at the board chair level. Robust independence safeguards, clear recusals, and enhanced disclosure will be essential to maintain investor confidence post-PIPE .

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